My Little Avengers: Part 1

by twilightsparkle3562

Rating: teen
Tags: Drama, Equestria Girls, King Sombra, Adventure, Violence, Sunset Shimmer, Main 7 (EqG), My Little Pony: Friendship is Magic, Death, Avengers
Length: 40930

Thanos and King Sombra escape to Sunset Shimmer's world and attempt to steal the magic of her and her friends...

Following their respective defeats, Thanos and King Sombra join forces and escape to the world of Canterlot High where they target Sunset Shimmer and her friends for their magic. But, the Avengers, including a resurrected Tony Stark and Natasha Romanoff, sense their escape and do everything in their power to protect Sunset and her friends at all costs.

Author's Notes:
1. Rewrite of my story "The Rise and Fall of Emperor Grogar."

2. Chapters 18-21 written at Trotcon 2019 in Columbus, OH

3. Continued in My Little Avengers: Part 2

Published 2019-05-13 14:40:01 UTC
Last updated 2019-07-19 12:42:56 UTC

Chapter 11: "Conquering Camp Everfree"

Stepping through the portal created by the Space Stone, Thanos and his group found themselves in a wooded area surrounded by log cabins and a lake. Stepping on the beach, Thanos reached down and touched the sand, running it through his fingers.

"This is it," he said to his group, turning around to face them. "We shall set up here."

"And what…may I ask," remarked Sombra. "Do you call this land?"

"Camp Everfree," replied Sour Sweet, catching Sombra and Thanos' attention. "This is Camp Everfree."

Taking in what had just been said to him, Thanos knew this would be the place he would make his headquarters, away from any suspicious activity. Suddenly, they heard a young female voice call out to them.

"Excuse me!" the voice called and they all turned to see a grapefruit colored girl coming towards them. "Who are you and what are you doing here?"

But the group of villains said nothing and just stood where they were.

"This is private property!"

"My child," said Thanos, advancing towards the girl. "I come for your salvation. You should be thankful that I am here."

The girl became more and more scared at what Thanos was saying to her. Just then, a male figure, a few years than her arrived on the scene.

"Gloriosa, what's going on…?" he asked, only to be interrupted when he saw Thanos. "Who are you and what do you want with us?"

"Much," chuckled Thanos, using his infinity gauntlet to send the male figure back onto the ground.

"TIMBER!" Gloriosa screamed, trying to run over to him, only to be stopped by the Sirens, holding her down. "Let me go! Let me go!"

Thanos chuckled evilly as he watched the frightened girl recoil in horror.

"Please," Gloriosa pleaded. "I'll give you anything you want! Just leave us alone!"

But Thanos wasn't listening. Raising his gauntlet at Gloriosa, he activated the soul stone and as Gloriosa screamed sucked her soul out of her body. Throwing her body onto the ground, the Sirens slowly feasted on her emotionless body. Just then, her brother Timber was coming around.

"Gloriosa!" he said weakly, only for Thanos to use the soul stone on Timber as well while Sonata Dusk watched.

"Well, aren't you going to feed on his emotions?" Thanos asked Sonata, who merely stood over the unconscious Timber. But, Sonata said nothing and simply stood over him. "Very well then, more for your comrades."

With the two heads of Camp Everfree out of his way, Thanos began work on revamping Camp Everfree to his will. Using the powers of the gauntlet, he casted a dark shadow over the camp, sending a powerful beam of darkness that covered the campgrounds.

"This is where we shall stay!" Thanos announced triumphantly. "And recruit the army needed to conquer the ponies of Equestria!"

As he watched, Sombra couldn't help but feel a little jealous that some of his thunder was stolen from him. In fact, he was beginning to think of his own strategy to get back on top. Soon, the camp was enclosed with Thanos' dark powers.

"Excuse me," said Adagio, finishing off of feeding on Timber Spruce. "What do you mean we set up camp here? What's wrong with being near Sunset's human friends?"

"Because we want to be…less predictable," replied Thanos, turning his attention to the lead Siren. "What Sombra did was not…less predictable."

Sombra merely growled to himself at Thanos upon hearing those words.

"For we have a way of bringing our army here."

Walking towards the main cabin of the campground, Thanos walked in and using the space stone, he created a large black throne made entirely of crystals. All of the beds in the cabin transformed into dark crystals, much to Sombra's further irritation. Sitting down on the throne, Thanos relished in his new surroundings.

"And what do you want us to do?" asked Adagio, further. "I mean, me and the other Dazzlings can go out and call for forces to come for you, Thanos."

"No, my child, you shall do nothing of the sort," Thanos answered, using the gauntlet to produce a dark sickly green smog that rose out of the throne. Watching from outside, Sombra noticed that the smog came from his own dark magic. Angered, he ran into the cabin.

"What did you do?!" he demanded, running up to the throne. "What did you do?!"

Thanos merely chuckled at Sombra's response.

"ANSWER!"

"Why, I've just borrowed some of your magic, Sombra," chuckled Thanos. "For I want to use to my own free will. What's wrong with that?"

Snarling, Sombra could only watch in disbelief as the Mad Titan used his power for his own gain. Suddenly, Sombra realized that there was something amiss.

"Did you…?"

"I did, I studied what you had done, Sombra. You broke away from the Legion of Doom to conquer Equestria on your own. Now, I shall be the one to make you see the error of your ways."

Betrayed and angered, Sombra attempted to attack Thanos, but was sent back from the throne. Everything that he had done up until that moment, freeing himself and Thanos from Limbo, it appeared was all for nothing.

"You shall play by my rules, Sombra. Or else, I will send you to a much worse place than where we met."

With very few options, Sombra had no choice but to give in.

"Kneel before Thanos," Thanos commanded and Sombra, with an ever growing angry look on his face, did as he was told. Seeing the black hearted unicorn bow to him, Thanos sat back in his throne and smiled. "Ah, long live the true king…me."

…

Elsewhere, Sci-Twi and the others continued their search for the missing Crystal Prep girls by following Sci-Twi's drone and the magic given from their pendants.

"I'm picking up a very strong sense of power with each step we take," she remarked. "For some reason, it's going towards Camp Everfree."

"Why Camp Everfree?" wondered Applejack.

"Because most evil villains would tend to hide in a place that is as far away as possible," answered Sci-Twi. "I just know for a fact that is what this Thanos is up to."

"Don't forget with Tony Stark and the others said, Twilight," advised Rainbow Dash. "Thanos is very dangerous?"

Taking her friend's words to heart, Sci-Twi continued leading them further and further towards the camp. Suddenly, they saw the green smog out in the distance.

"What is that?" cried Pinkie Pie, pointing up to the smog. "Ewww, it looks green."

But, Sci-Twi was quick to guess what was happening.

"It isn't just green," she said. "It looks like mind control. The color is all too well. We have to go on, but we can't breathe it."

"Easier…said than done," replied Rarity, trying to hold in her breath while also worrying about her clothes. "Just another thing for me to worry about."

Finally, they approached the camp entrance seeing the screen that Thanos had created.

"He must have known we were coming, y'all," whispered Applejack. "Should we power up?"

"But Sunset's not here," remarked Rainbow Dash in a hushed voice.

"We'll have to chance it," said Sci-Twi, tapping into the powers of her pendant and transforming into her battle garb from the last time that they were at Camp Everfree. The other girls followed suit and also transformed.

…

Meanwhile, Thanos detected their presence from his throne.

"We have intruders," he said, rising to his feet. "They must have come for the new recruits. Sombra, you shall lead them towards the intruders."

Using the gauntlet, Thanos summoned the five brainwashed girls from Crystal Prep to the throne room.

"My children, this shall be your first test under my command," Thanos ordered. "We have intruders approaching us. See that they are dealt with, understand?"

Silently nodding, the Crystal Prep girls were teleported out of the cabin along with Sombra. At that very moment, they saw the five Canterlot high girls trying to get inside.

"Guys, look!" called Applejack, pointing towards the arriving evil forces. "It's the Crystal Prep girls!"

A look of shear horror fell upon Sci-Twi's face when she saw her former classmates approaching them.

"No, it can't be!" Sci-Twi whispered, before trying to reach out to them. "Girls, it's me! Twilight!"

But the Crystal Prep girls didn't listen. They just stood there under hypnosis. Then, Sci-Twi turned her attention towards Sombra.

"What did you do to them, Sombra?" she demanded, causing Sombra to chuckle in amusement. "Let them go!"

"They can't hear you," he called back, raising his sword at the humane five. "They only serve the mad titan himself and no one else."

"You won't get away with this, Sombra!" shouted Rainbow Dash. "Let them go now!"

"Foolish girl, Thanos will not accept any demands. In fact, look above you right now."

Gesturing to them, the humane five looked up towards the sky and saw the smog heading towards town. Unfortunately, at that very moment, Sombra ordered the Crystal Prep girls to attack.

"LOOK OUT!" shouted Applejack, but the humane five were tackled to the ground by the brainwashed girls.

With very little choice, they were forced to fight against them while Sombra watched. Using whatever powers they had, the humane five did whatever they could to fight back. But, they were soon overwhelmed.

….

….

At that moment, back at the sanctum, the Cauldron of Cosmos acted up again.

"What's that?" asked Scott.

"It's the Cauldron," answered Dr. Strange as he and Sunset went to check out what was happening. "Sunset, your friends are under attack."

Sunset looked down at the cauldron and saw her friends being attack.

"You…you've got to send me to them, Dr. Strange!" she pleaded. "They need help!"

"That's all right, my child," replied Dr. Strange, much to Sunset's horror. "I've already sent someone to help your friends."

"What are you talking about?" asked Sunset, her voice filled with horror. "My friends need help!"

"Watch and you will see," said Dr. Strange, calmly and the Avengers watched as the Crystal Prep students fought Sunset's friends, using the evil powers given to them to pound them into submission.

…

Soon, the battle was turning in the favor of the brainwashed students, pounding them all into the ground. By then, the girls were bruised and bloodied.

"We…we can't stop them," groaned Applejack, trying to get to her feet as a brainwashed Sugarcoat glared down evilly at her.

"It…can't…end like this," added Rainbow Dash, trying to get back onto her feet, but to no avail. "No."

Sci-Twi tried to get to her feet, but it was no use as Sunny Flare kicked her back down onto the ground. Despite the bruises and cuts that they were being administered to them, the girls refused to give up.

"Sunny Flare…." Coughed Sci-Twi, blood flowing from her mouth. "Please…"

With an evil smile on her face, Sunny Flare prepared to administer the final blow on Sci-Twi.

…

…

Then, suddenly, the five brainwashed girls suddenly felt themselves floating into the air. Watching from below, Sombra saw red magic engulfing them. Before he could react, the five Crystal Prep girls were thrown against five trees almost in perfect sync.

"Who's there?" shouted Sombra, drawing his sword, trying to find the intruder. "Come out, I say!"

At that very moment, Sombra saw a young woman with long red hair and clad in a long red coat floating out of a clearing in the forest. Her eyes glowed an equally angry red color. Raising his sword, Sombra charged at the woman, who responded by picking Sombra up with her magic and throwing him against a tree. Struggling to his feet, Sombra knew that he needed to fall back.

"This isn't over!" he called. "Thanos will hear of this!"

Mustering the Crystal Prep girls to their feet, Sombra dashed away from the scene leaving the young woman alone with the wounded humane five. Once he was gone, the woman turned towards Sci-Twi and the others as their powers gave out, leaving them with torn clothes and flesh wounds. The woman stood over Sci-Twi as she struggled to get to her feet.

"Who…?" she tried to say, but was unable to as Sci-Twi fell back down onto the ground. "Who are you?"

Chapter 12: "Deadpool in Equestria"

Meanwhile, all Deadpool could do was lie down on his back and look up at Tempest Shadow, feeling somewhat intimidated by the presence of the broken horned unicorn.

"Look, uh, Tempest or whatever your name is," pleaded Deadpool. "I mean you no harm, I was sent here and…"

"Who sent you?" Tempest interrupted. "Where do you come from?"

"Uh, New York?"

Tempest had heard enough and forced Deadpool to his feet using her broken magic.

"Hey, take it easy! What do I look like, a flying piece of…?"

Suddenly, Deadpool realized that he couldn't cuss like he normally would. Something was wrong with him.

"Hey, what the eff? How come I can't swear? What the eff did you do?"

But at that moment, they arrived at a campsite where a hulking creature was already there, roasting a dead chicken on the fire.

"Tempest, who that?" the creature asked.

"This is Deadpool, Hannibal," she said. "But, don't save any food for him. Not until I further question him."

"You guys eat chicken?" remarked Deadpool. "Just give me a little something, I'm effing starving!"

"Tempest, he should eat," said Grubber, looking up at his friend. "I mean, just look at him. He doesn't look harmless."

"Might as well listen to your little friend porcupine friend here," suggested Deadpool, but Tempest wasn't giving into Grubber's suggestions. "I mean, what harm could I possibly be, aside from hikoiing you, of course if I feel like it?"

Deadpool attempted to reach for one of his swords, but was unable to, given the pony legs he now had. Released from Tempest's magical bonds, he was forced against a tree and then Tempest used her magic on him again, to tie him up.

"Come on, really?" groaned Deadpool. "What else do you want me to do? Beg for mercy?"

"I want answers," Tempest replied, coldly. "Who are you and where do you come from? And don't you lie to me."

"For starters," panted Deadpool, trying to break free of his bonds. "I was…sent here."

"By who?"

"Dr. Stephen Strange," answered Deadpool, trying to keep his eye on the chicken that Hannibal was cooking.

"And who is this…Dr. Stephen Strange?" Tempest asked again. "If you don't mind my asking?"

"He's…he's my leader. A very powerful wizard. Look, I've told you what you wanted to know. Please, let me go and give me some chicken? I don't care if I'm a pony, I'm a human and I need meat."

Still, Tempest stood her ground. She wanted answers.

"Tempest," advised Grubber. "Perhaps if he eats, maybe he'll talk. I mean, we don't work for the Storm King anymore and you want to improve your reputation, don't you?"

Hearing the hedgehog's advice, Tempest sighed and lowered her head, releasing the magical bonds on the ponyfied Deadpool. Going over to the fire, Deadpool sat down in front of the fire as a chicken leg was served to him.

"All right," said Tempest, reluctantly. "You are free to stay with us and eat with us. But, if I find you are lying to us…"

"I'm telling you, I'm not lying," Deadpool interrupted, gnawing into the chicken leg. "I came to Equestria because some dude named Thanos is targeting it."

A look of confusion befell on the faces of Tempest, Grubber and Hannibal.

"Who?" asked Grubber.

"He's a really bad dude," answered Deadpool, eating the chicken leg some more. "He got a hold of some stones and wiped out half of life in the universe."

Still, they were confused.

"Now he's back and looking to wipe all of the universe and rule it according to his own will," continued Deadpool. "And to do that, he needs magic…Equestrian magic."

Hearing this, both Tempest and Grubber gave each other a worried look. Both of them knew very well what it was like to go after Equestrian magic.

"You mean…like going after alicorn magic?" asked Tempest.

"The magic what's her name and her mini me carry? Something like that."

It was apparent to Deadpool that there was a lot he still needed to learn about the land up until that moment, he thought was nothing more than a fictional land.

…

Meanwhile, the young woman with the long red hair and leather coat helped Sci Twi and the other girls to their feet, their injuries causing them great pain.

"Don't touch your leg," she ordered Sci-Twi, stopping her from touching her leg. "You are your friends are hurt."

"Who…who are you?" asked Sci-Twi, weakly.

"I'm Wanda Maximoff," the woman answered. "But, you can also call me Scarlet Witch. I was sent here by Dr. Strange."

"Look, uh, Wanda whatever your name is," groaned Applejack, limping over towards her with Rainbow Dash slung over her shoulder. "Those girls are our friends and we need to help them."

"And we will help them. But right now, we need to find a place to hide and heal from your injuries."

With a look of reluctance, the five girls allowed for Scarlet Witch to transport them away from the enclosed Camp Everfree.

…

Inside the camp, Thanos was informed of what had happened.

"So, she has returned to avenge her lover's death?" Thanos remarked, looking at the mind stone inside his gauntlet. "I should have known."

"We had them on the ropes, Lord Thanos," said a brainwashed Sour Sweet. "But, we were ordered to retreat before we had a chance to finish them."

"Yeah," added a brainwashed Indigo Zap. "But, we did submit them."

"Still, you all failed to obtain the magic that they carry around their necks," remarked Thanos. "Nevertheless, my smog will recruit anyone who breathes it. Those girls won't know what hit them. Adagio Dazzle!"

At that moment, Adagio and her fellow sirens made their way to the throne room, bowing to Thanos.

"Yes, Lord Thanos?" she asked.

"I need you to bring to me anyone who breathes the mind control gas," he ordered. "I don't care how many, just find those who have already done so."

"As you command."

Transforming into their siren forms, the sirens left the camp and proceeded to search for anyone who breathed in the gas. Still, Sombra had every reason to believe that he had his powers stolen from him.

"Now, for the rest of you," he said to the Crystal Prep students. "I need you to stand guard at the edge of the forest in case anyone of those wretched Avengers return. Understand?"

Acknowledging their master's command, the brainwashed girls left to guard the entrance to Camp Everfree.

"You stole my powers, didn't you?" asked Sombra, guessing correctly what Thanos had done. "You stole them for your own gain."

"Why do you question my actions, Sombra?" remarked Thanos. "I helped you escape from limbo as you helped me escape."

"I don't know. But, I am beginning to think that maybe helping you escape was a bad idea."

Incensed, Thanos stepped down from the throne and walked up to Sombra, towering over him. Finally, he grabbed Sombra by the throat and lifted him up from the ground.

"You take back those words," he said in a low voice. "Because I am showing you just exactly what you should have done in the first place…which was to obey Grogar."

"The…father of monsters?" gasped Sombra as Thanos' grip on him grew tighter and tighter. "Grogar is nothing more than…a legend."

But, Thanos didn't believe what Sombra said.

"He is more than a legend, Sombra," remarked Thanos. "He is a creature of great power who is much like myself. He wants to rule Equestria in the same way as me. What he lost…is what I gained."

Releasing his grip on Sombra's throat, Thanos dropped the pony turned human to the ground.

"What…what do you plan to do, Thanos?" asked Sombra.

"I plan to work alongside Grogar," answered Thanos. "We came to an agreement that you break away from his ranks and go out on your own, then you get defeated and come to me."

With each word being said to him, Sombra knew very well that he was being used as a pawn by two dangerous villains.

"So, that's why he let me go…so easily," Sombra guessed. "So you can come back to life…"

"And finish what I started," finished Thanos. "With me ruling over the universe and Grogar ruling all over Equestria."

"And what's in it for me? Do I take back the Crystal Empire?"

"Patience my friend," reassured Thanos, powering up his gauntlet. "Everything will be revealed in due time. Right now, I need to find the one whose lover once had the mind stone."

…

Meanwhile, as they returned towards Canterlot High, Scarlet Witch and the injured humane five were greeted by a horrifying sight before them.

"What in tarnation…?" cried Applejack as they saw hypnotized people walking past them. "They…they must have breathed that green stuff."

"Yes," said Scarlet Witch, quickly using her powers to create a bubble around them. "Thanos is trying to create an army using the gas."

"Sweetie Belle!" cried Rarity as she saw her younger sister and her friends, walking past them with green eyes. "No, Sweetie Belle!"

"Apple Bloom! Granny Smith!" cried Applejack, seeing her family walking by. "Big Macintosh!"

"Principal Celestia! Vice Principal Luna!" added Sci-Twi, seeing the two sister principals of Canterlot High amongst the hypnotized crowd. "Come back here!"

"It's no use, girls," sighed Scarlet Witch. "We need to hide and figure out what to do next."

Acting quickly, Scarlet Witch teleported them away as the Sirens watched the crowd of hypnotized human counterparts of Equestria's citizens head towards Camp Everfree, feeding off of their magic as the hypnotized crowd walked by.

…

Meanwhile, inside his lair in Equestria, the demonic blue ram known as Grogar watched what was happening from a round viewing globe.

"So, Thanos has started to fulfill his end of the bargain," he said. "At least he has been a better comrade to work with than the three clowns I have now. Well, it won't be long until both our ambitions and goals are satisfied. Let's just hope that my bell is recovered in due time."

…

…

Back in New York, Peter Parker and the ghost of Tony Stark made their way in a taxi cab towards Stark Enterprises' Manhattan headquarters. Peter's relationship with Stark Industries had allowed him to get a free cab ride. Soon, they arrived at the sight of Tony's company headquarters.

"Here we are, Mr. Stark," the young teenager said, as they got out of the cab. "Are you sure you want to do this? I mean, will Miss Potts recognize you as a ghost?"

"Didn't they teach you anything in CCD, Parker?" remarked Tony, sighing heavily as he floated towards the door with Peter following behind. Soon, they entered the building as Peter had to sign in while Tony floated past.

"I may be your protégé, but I still had to sign in," Peter said. "It's too bad, that I can't do what you do, Mr. Stark."

"Well, for one thing, you can stop talking to me," suggested Tony. "As far as everyone in here is concerned, I'm dead and if you keep talking to me, well, you'll end up in a mental hospital."

Soon, they made their way up to the top floor where Pepper's office was. As he walked off the elevator, Tony gulped nervously knowing that he and the love of his life would be together once more.

"Come on, kid," he whispered. "Lead the way."

Following Peter, Tony approached the door to Pepper's office and Peter knocked on the door. For a full minute, they waited and waited. Finally, the door opened and Pepper answered it.

"Peter," she asked, her face filled with surprise. "What are you doing here?"

"Look, Mrs. Stark, I know this may seem silly, but look right next to me," answered Peter. Pepper could see nothing in front of her.

"I don't see anything," she remarked.

"You can see something now," Tony said as he materialized in front of his widow, much to her shock and surprise. "Hi, Pepper."

Pepper's eyes welled up with tears as she saw the ghost of her lover floating before her…

Chapter 13: "Tony and Pepper Reunited"

"Tony," gasped Pepper Potts, her mouth wide open in shock. "I…I…I gotta be dreaming here."

"No, you're not. It really is me, Pepper."

Still, Pepper couldn't believe what was happening. As far as she was concerned, her husband and business partner was dead.

"This…this has got to be some kind of your virtual messages," Pepper stammered. "Did you leave another message that wasn't played at the funeral? Peter, tell me if this is really him."

"It is, Mrs. Stark," replied the young boy, walking over towards her and gesturing her to look at Tony's spirit. "It's…it's quite a long story, but it has something to do with Thanos."

"With…Thanos?" asked Pepper, becoming more and more confused. "Are you sure about that, Peter?"

All Peter could do was nod yes, leaving Pepper with very little sanity. To her, this was a sort of a denial that she was experiencing.

"Okay," she said, pacing back and forth. "How in the world is Thanos back from the dead? All I know is that you took the infinity stones and turned him and his army to dust, Tony. If it really is you."

With each word his widow spoke, Tony began to realize more and more that he needed to be of flesh and blood once more. But, none of his technologies or his Iron Man powers would give it to him.

"Listen," sighed Tony, floating over to Pepper's desk. "I know you have been struggling with all that has been happening. You may not see me, but I can see you and I can see your pain. And right now, we need your help. It's not overselling to say that the fate of the universe is at stake again."

Just then, another knock was heard at the door and the door opened to reveal Julia Carpenter, walking in with some papers.

"Uh, what's going on here?" asked the red haired COO. "Who's the kid?"

But Julia didn't get any response. Remembering his manners, Peter turned to her.

"Name's Pete Parker," he said. "And you are…?"

"Julia Carpenter, Chief Operating Officer of Stark Enterprises and shouldn't you be in school right now, Pete?"

"It's summer break, Miss Carpenter. And I was Mr. Stark's protégé."

"Protégé?"

Suddenly, Julia began to realize who was standing in front of her.

"Wait a minute, you're the same Peter Parker that Tony had been mentoring, right?"

"Yes, but not to work here."

He took his right arm and showed Julia the web slingers on his wrist, catching the COO's attention.

"Where did you get those?" Julia asked, realizing more and more of who was standing in front of her. Pulling up the sleeves of her suit jacket, Julia revealed a pair of web slingers on her wrists as well. "You're Spider Man, aren't you?"

Tony couldn't help but chuckle to himself upon realizing what was playing out in front of him.

"I am Spider Man. And you must be Spider Woman, of Force Works?"

Julia nodded silently in reply. But Pepper was still dumbstruck by all that was happening.

"All right, this is nothing but awkwardness all happening in my office. Someone needs to tell me what is going on here and fast before I call security."

"We just told you, Mrs. Stark that Thanos has come back from the dead, planning to take over Equestria with King Sombra."

"Seriously?" stammered Pepper. "You're a brony, aren't you?"

"A rather G rated brony to be exact and we need you to help us, Mrs. Stark."

"Because if Thanos conquers Equestria and gets its magic, then he could carry out the decimation all over again," said Tony. "Please, we need you, Pepper. If not for me, then for the sake of our daughter."

Realizing that she had no other option, Pepper had no other choice but to accept the fate that had been given to her.

"And I'll join you as well," added Julia. "It's going to take time to get to know one another, but I'm certainly no stranger to teamwork."

Just then, the arrival of another individual added to the urgency of the situation.

"What's going on here?" asked Rhodes. "What is…?"

Letting out a sharp gasp, he saw Tony's spirit sitting in Pepper's desk.

"Tony?" gasped Rhodes. "Can…can it be?"

"Hey, Rhody," smiled Tony. "Come on in and make yourself comfortable."

Accepting his fate, Rhodes joined the group gathered in the executive office.

…

…

Meanwhile, Scarlet Witch and the injured humane five had taken shelter in a nearby coffee shop from the throngs of hypnotized citizens.

"What…what's going on here?" gasped Rainbow Dash, peeking out from behind a bar. "Who…who is doing this?"

"It must be Sombra's doing," answered Sci-Twi, moaning slightly from the pain in her arm she had sustained in the fight with the Crystal Prep students. "Guess this must have been their plan, to build an army."

"Well, we can't just sit around here and do nothing," added Rainbow Dash, walking over to console a deeply worried Rarity. "We've got to stop him."

"We will," said Scarlet Witch. "But not alone. Right now, we need to join forces with my comrades."

"Comrades?" asked Fluttershy. "What comrades?"

But Scarlet Witch didn't answer right away. For she was also just as scared as the girls were and little did they know that she had a personal vendetta against Thanos that needed to be carried out.

Just then, a portal opened and out stepped Dr. Strange and Sunset Shimmer, who ran over to the side of her injured friends.

"Sunset!" cried Sci-Twi.

"Twilight!" Sunset cried back, bending down to hug her friend. "What happened?"

"The Crystal Prep girls, they were kidnapped by Thanos and brainwashed into serving him," explained Rainbow Dash. "They gave us all these injuries."

Sunset couldn't believe what she was hearing and realized very quickly that this was a war that she couldn't escape from.

"That's not like them," she said, looking back to Dr. Strange as Scott and Sam walked through to help the girls to their feet. "What do we do now?"

"We regroup and prepare to work together," said Dr. Strange. "Even as we speak, Thanos is preparing to build his army to attack Equestria with."

Now Sunset was becoming more and more determined to stop Thanos and Sombra at all costs.

…

…

At the same time, Adrian Toomes sat in his prison cell, thinking of what could have been. All he wanted was to make a living and support his family in every way possible, living the life of a salvage worker. But despite being in the position he was in, Adrian still had a code to live by. Looking at a picture of his daughter and wife, Adrian closed his eyes, hoping and praying that he would one day see them again as a free man.

"Look Toomes," asked a fellow prisoner, interrupting Adrian's solitude and reflection. "I know you know who Spider Man really is. Care to tell me."

"How many times must I tell you, Mac?" said Adrian, giving a hard look to his fellow prisoner. "I don't know who is the man behind Spider Man."

"I also know you are lying, Toomes," snarled Mac, pulling Adrian towards him by the collar of his prison uniform. "You know that he used to be your daughter's boyfriend and you made a threat against him. And don't even bother trying to hide the truth from me any longer, because I will find out the truth eventually."

"You want to find out the truth?" remarked Adrian, giving a forced smile. "You'll have to kill me to get it."

"Maybe I will," said Mac. "And you won't get to see your daughter and wife again."

Still, Adrian held his ground, determined to not let the intimidation of a fellow prisoner bring him down.

"You can kill me, but my spirit will live on," cried Adrian, pushing Mac away from him against the wall of their prison cell. "I gave a word of honor and I am not going to turn back my word."

Suddenly and without even looking, he was engulfed by a black force that took him underground. Mac gasped in shock and horror at what just happened.

"What the hell?" he cried. "Toomes?"

…

At the same time, in the depths of hell, a human figure in Asgardian attire also sat in the confines of a prison, his eternal punishment for his misdeeds. As he sat in solitude, a bowl of gruel was shoved beneath the doors of his cell.

"Are you going to eat that, Loki?" asked a horned angel guard. "No point in letting it go to waste."

"I'm not hungry," Loki responded sharply. "Why must you even keep serving this slop every day? I had better things when I was in Asgard."

But the guard said nothing and turned away from the disgraced brother of Thor. Looking down at the bowl of gruel, Loki could only wonder what was going to happen with his life going forward.

Suddenly, he felt himself engulfed with the same dark magic that had engulfed Adrian Toomes.

…

In the depths of the galaxy, a dark and evil spirit floated endlessly crying out in anguish and frustration.

"Peter…my son," the voice rasped. "Peter…"

Like the others before him, the spirit was engulfed with the black mass.

…

At that moment in a junkyard in Sokovia, the remnants of a robot created by Tony Stark long ago, were resting amongst the piles of junk. Just then, the same black mass engulfed the destroyed robot and pulled it down into the earth.

…

…

A few moments later, Adrian Toomes found himself in the depths of a cave looking around to see where he was.

"What the hell is going on here?" he asked as the black mass also revealed Loki to him. "Who the hell are you? Some kind of character from Snow White?"

"I'll have you know that I am not a character from whatever you just said," Loki snapped, grabbing Adrian by his collar and pushing him against the wall. "I happen to be Loki, prince of Asgard. Or at least I was. Why did you summon me? What do you want?"

"Nothing," Adrian replied, seemingly having no fear. "I was brought here as well and am just as confused as you."

Just then, the two men were joined by the evil spirit which up until then had been floating around in the galaxy. A figure in a brown tunic with a white beard stepped out from the shadows, opening his eyes at them.

"Ego the Living?" gasped Loki. "You have returned?"

But the man said nothing.

"Why did you bring us here?" Loki asked.

"He didn't," said a voice and the three villains turned to see a demonic blue ram walking towards them, coming out of the shadows and placing his hooves on a table, in front of a glowing crystal ball. "It was I. You may call me…Grogar."

The three men glanced at one another, looking confused.

"Who?" asked Loki.

"And I assure you that I am very real," continued Grogar. "And you have all been brought here as part of my plan to obtain the power of the Mad Titan himself…by any means necessary."

Little did any of the villains know that they were about to be pulled into the growing plans that the mad ram was cooking up.

Chapter 14: "Recruiting Hela and Red Skull"

"Obtain the mad titan's power?" asked Loki, seemingly intrigued by what was being said to him. "How do you propose to do that Grofar or whatever your name is?"

"GROGAR!" shouted the blue ram, starring down Loki in the face. "And I have brought you on the account that if I am to conquer both the ponies of Equestria and the humans of Earth, I need the Mad Titan's power."

Still none of the villains got what Grogar was trying to explain to them.

"Perhaps," he said, touching the gold necklace around his neck as he turned to the attention of the remnants of the robot. "A demonstration of my power is in order."

Releasing a gold orb from his necklace, Grogar watched as the destroyed robot suddenly began to reassemble itself, much to the shock of the villains. For several minutes, they all watched in surprise as the robot fully assembled itself. Once it's head was back on, the eyes glowed red and the robot let out an evil laugh much to Grogar's delight.

"I can't believe this," gasped Adrian. "Ultron."

"I live once again!" the evil robot roared, stretching his arms out in jubilation. "Ultron has returned!"

"How could you bring him back to life?" asked Loki, looking over at Grogar.

"Because I need him just as much as I need all of you," answered Grogar. "I've watched each of your humiliating defeats at the hands of puny do gooders called the Avengers."

"Who are the Avengers?" asked Ego, much to Grogar's dismay. "All I want is to conquer the galaxy."

"You Ego, will be useful in my plans as much as the rest of you. For I need another team of servants to make sure my ultimate plan is a success."

As Grogar spoke, they heard the sounds of other voices being heard in the background. Grogar motioned for the villains in front of him to ignore them.

"Never mind them, my warriors," he instructed. "They have their own issues to worry about. All you need to do is focus on defeating Thanos once and for all."

"You…seriously want us to kill Thanos?" remarked Loki. "Why, even the Hulk couldn't defeat him. How do you even expect us to do it?"

"By working together," answered Grogar, activating his crystal ball and showcasing each of the villains defeats. "Working alone, you were unable to achieve in your goals. But, by working together, your goals can be accomplished."

As Grogar spoke, Adrian realized what was happening. He was being brought into doing something that he didn't want to be doing.

"Listen," he interrupted, catching Grogar's attention. "I don't mean to interrupt, but I don't think that…?"

Suddenly, Grogar interrupted Adrian by engulfing him in his magic aura released by his necklace.

"You are the Vulture, yes?" Grogar asked menacingly. "Defeated by Spider-Man?"

"What is that to you, Grogar, or whatever your name is?" Adrian gasped as Grogar tightened his magical grip on him. "I'm…just a guy that was trying to make a living for my family."

"But you qualify to be among my ranks, do you not?" Grogar asked, suddenly throwing Adrian against the wall. "You wanted to obtain powerful armor to make a profit off of, correct?"

"Why does that matter? I didn't want to kill anyone, even Spider Man."

"But you did try to kill him, Adrian. You tried to kill a young human boy that was in love with your daughter, correct?"

Still, Adrian stood his ground.

"Well, you do not have a choice, Adrian," continued Grogar, snarling slightly. "If you refuse to obey me, you shall suffer the penalty of watching your family be disposed of by me."

"You leave them alone!" cried Adrian. "Don't drag them into this!"

"Then help me accomplish my goals and I will not harm them. But if you don't help me, I will do what I said. You shall become the vulture again and help me in my plans!"

Suddenly, Grogar activated his power again, sending a hypnotic gaze into Adrian's eyes. Loki and Ego watched along with Ultron as Grogar released his grip on Adrian, sending him down onto the floor.

"Now, get up and join my ranks," he ordered and the now hypnotized Adrian did as he was told. "That's better."

"Um, if you don't mind my asking," asked Loki, trying to shake off what had just happened. "When you say you were going to dispose of him, is it by magic or…?"

Raising his hoof to silence Loki, Grogar turned towards an opening in his lair where a low growling sound was coming out. Stamping his hoof, Grogar watched as the low growling suddenly got louder. Emerging from the shadows, the creature revealed himself to be a grizzly bear with a scar on the right side of it's face. Both Loki and Ego were shaking in fear upon seeing the creature.

"What is this?!" cried Loki, taken aback by the beast. "Explain yourself!"

"This is Scarface, my most loyal servant," Grogar replied. "If anyone disobeys me, he is their executioner."

The continuous low growling of the grizzly bear confirmed the loyalty that Grogar was seeking out of them. The bear was mean, the bear was dangerous and he obeyed no one but Grogar and Grogar alone.

"Now, I must recruit several more of your comrades to take part in my plan," Grogar said, dismissing the Grizzly. "I would prepare yourselves by getting to know one another a little more."

Leaving the three villains alone, Grogar went out to recruit more soldiers for his ultimate conquest.

….

Meanwhile, in another part of the prison known as Tartarus, the shadowy figure of a horned female like creature sat alone in an isolated cell with several other dangerous creatures. A white Alicorn pony flanked wo pony guards stepped into the wing and faced the creature, her back turned towards them.

"Prisoner Hela?" the winged alicorn asked, causing the creature to let out a disgusted sigh.

"What…do you want?" she asked indignantly, her back still towards them.

"Turn and face me!" commanded the winged alicorn in an authorative voice. Doing as she was told, the winged creature turned around. "Do you know why you are here?"

"Because the depths of hell couldn't hold me?" laughed Hela. "Because I murdered an angel of Satan himself? What makes you think you can keep me here?"

"You are here on the request of your kingdom, Asgard, on an additional charge of murder."

Hela merely sniggered at this.

"In addition to the other counts of murder and other war crimes. Why do you laugh at these accusations? Do you realize of the severity of the punishments that have been given to you?"

"You will fail to cage me just like those fools did, Princess Celestia. If my kingdom failed to keep me prisoner, then so will you."

"I doubt that you will escape from here," cautioned Celestia. "This prison is guarded by a three headed beast who will kill whoever tries to escape."

No sooner did Celestia say those words did a low growl come from the entrance of Tartarus. Still, Hela was unfazed.

"If I were you, I would get used to being here because otherwise, the penalty for another escape…is death."

Hela watched as a portal formed and Celestia walked through along with her guards. Once she was gone, Hela slowly began to think of her next escape attempt. Suddenly, another voice caught her attention.

"Don't worry, fraulein," said a German voice. "That was the same lecture she gave me when I came here."

Turning around, Hela began to search for the source of the voice. Finally, she noticed a human like figure with a red skull-like head.

"Hmm, it appears that I am not the only one here, isn't it?" remarked Hela. "Who are you?"

Stepping into the faint light, the figure looked intently at his fellow prisoner, examining her over.

"My name, fraulein, is Johann Schmidt," he said, clutching the bars of his cell. "But you may call me…Red Skull."

"Red Skull?" chuckled Hela, producing a small smile. "Seems like a fitting name for someone like you."

"It is, isn't it? It's too bad that Herr Hitler didn't give me that name. It would have been appropriate given my nature. Now, it appears you want to escape, yes?"

"Very much," replied Hela.

"Well, I have tried to escape, but every time that I try…"

Turning around, Red Skull removed his shirt and revealed red markings on his back. Hela was amazed by this.

"…they beat me like a schoolboy. I was whipped by horses, for God's sake. But, they are nothing more than a mere obstacle to me. It's Rogers I want."

A look of confusion befell on Hela's face.

"Who are you talking about?"

"I am talking about a Yankee soldier who one of those 'doughboys' that destroyed all our hopes and dreams of the Third Reich. They call him 'Captain America.'"

Suddenly, Hela got herself an idea to help her fellow prisoner.

"What if I help you find whoever it is you are looking for and I help you kill him?" she proposed. "I am the Angel of Death, you know."

"So was Herr Menigle," remarked Red Skull, looking over at Hela intently once more. "According to the outside world. Now, are you certain that you will help me kill Captain Rogers and not backstab me?"

"Of course."

Suddenly, before another could be spoken, the two prisoners were engulfed by dark magic and disappeared from their cells.

…

Meanwhile, Princess Celestia returned to her castle in Canterlot, having been placed in a reflective mood. She was completely unsure of what had just happened.

"Sister?" called a female voice as Celestia came in for a landing in the kingdom's courtyard. Turning around, a dark blue alicorn pony with a flowing blue mane landed by Celestia. "How did it go?"

"She seemed defiant on escaping again, Luna," sighed Celestia, briefly embracing the pony. "Just like she did before and caused chaos in Asgard. Personally, I think she is far too dangerous to be locked in Tartarus."

"But we agreed to keep her alive for the good of our respective kingdoms, sister."

"Time will tell Luna, time will tell."

Luna couldn't help but worry about her sister's mood and little did she and Celestia realize of the horrors that they would soon be forced to endure along with the rest of their subjects.

…

Meanwhile, Hela and Red Skull found themselves teleported into Grogar's lair.

"Where are we?" asked Hela, looking around at where she was. "What is this place?"

"You are in my lair," answered Grogar, peeking from the shadows and walking over towards his newest recruits. "You can call me…Grogar."

"Grogar?" asked Red Skull. "What are you and what do you want with us?"

"I am recruiting warriors to carry out my ultimate plan to conqueror both Equestria and the human race."

Hearing this made Red Skull chuckle evilly. Being a member of a deadly group of people gave him nothing but shear delight.

"I have studied your actions and I find you are both qualified to join my ranks," said Grogar. "Come and meet your fellow warriors."

"Fellow warriors?" asked Hela, but Grogar merely walked away from them.

Following the blue ram, Red Skull and Hela found themselves face to face with the other recruited villains. Loki felt his mouth drop upon seeing Hela in front of him.

"Hela?" gasped Loki, suddenly rising to his feet in shock. "What…what are you doing here?"

"Hello, brother."

"I trust that you know one another," remarked Ego. "Is there anyone else joining us?"

"You shall be the ones to serve me for the time being," said Grogar. "Now, the time has come for us to discuss the reason why you are all here…to obtain the power of Thanos, the mad titan himself!"

Chapter 15: "The Guardians of the Galaxy Arrive"

Thor kept his eyes locked on the picture of Celestia and Luna as the Guardians left the moon with their pillaged items in their ship. Looking at the picture, Thor could only hold out hope that his brother was still alive. Meanwhile, Quill was also thinking of his own issues, particularly of how Gamora knew of Princess Luna.

"So, you are certain that this Nightmare Moon and Princess Luna are of the same being?" asked Quill to Gamora's ghostly form in the back of the ship. "What was she like?"

"We…we both connected right away," replied Gamora, looking away from him. "We were both outsiders, her self-evil and me…a servant of evil. Her self-evil wasn't brought out from being born. She was corrupted."

"Corrupted? Like a virus?"

"If that's how you put it, Peter."

"Where is she now?"

"Back in Equestria, free of the Nightmare Moon persona. She told me herself that she was no longer considering herself as Nightmare Moon."

The more Quill listened, the more he wanted to meet Luna. After all, Gamora' spirit had been rescued from wandering the depths of the galaxy alone.

"Can we see her?" asked Quill, much to Gamora's surprise. "I want to thank her for saving your soul."

"Peter, are you certain?" Gamora remarked with confusion. "Equestria isn't just a planet, it's on Earth, or at least that's what I have been told it is."

"Planet or not, she kept you protected from being taken prisoner by another evil despot. I think it's time we returned the favor."

Moving up to the cockpit of their ship, Quill sat down and assumed command.

"Set a course for Equestria," he ordered, much to the confusion of the other Guardians.

"I am Groot?" Groot asked. "I'm Groot?"

"You heard me, Groot. We're going to Equestria."

"Oh great, Quill," groaned Rocket, rolling his head in disgust. "Are you honestly suggesting that we are going to pay a visit to a land on Earth we've never even heard of? And what's more…"

"You can say you're sorry for stealing her things, Rocket," interrupted Quill, leaving Rocket confused and bewildered. "Because I warned you not to take them and you didn't listen to me."

Sighing heavily, Rocket accepted his fate as the ship set its course for Earth.

…

Meanwhile, Thanos and his generals had assembled the brainwashed human counterparts of Equestria's citizens at the newly conquered Camp Everfree. Towering above them, the mad titan carefully looked down each and every new recruit. Sombra could only look away in disbelief at the fact that the Mad Titan had stolen his thunder.

"You have all been brought here for one purpose," he addressed the brainwashed crowd. "To restore me to my rightful place as the creator of a new universe."

The spellbound army said nothing as the Dazzlings hovered over them while the brainwashed Crystal Prep girls stood in front of the army.

"But in order for me to obtain my goal," Thanos continued in a booming voice. "My gauntlet must be powered by Equestrian Magic. There is only seven humans who harness that magic and you will help me find them."

"But Thanos, they could be anywhere," said Sombra. "Why don't I hunt them down for you? I mean, if there is one pony who knows of Equestrian Magic, it is me."

Turning towards Sombra, Thanos let out a small growl that silenced him.

"Leave no stone unturned and no hiding place unexplored!" he commanded. "Let no one in this land rest until the seven are brought to me!"

And one by one, the army splitted up into several groups each led by a hypnotized Crystal Prep girl. However, Thanos gestured towards the spellbound Principals.

"You two stay!" he ordered, causing them to turn around. "I have plans for you both."

Thanos then turned back towards Sombra.

"Sombra, you shall led them," he said. "But not as who they are."

Activating the reality stone on his gauntlet, Thanos engulfed Principal Celestia and Vice Principal Luna in a mass of dark green light transforming them from their human bodies and into equine bodies. A few moments later, a flash of light appeared before them and they each assumed the forms of a tall white pony with a flaming mane and tail and a tall black pony with a flowing dark blue mane.

"Behold Daybreaker and Nightmare Moon," Thanos said with a smile on his face as their eyes glowed green. "The ponies you shall lead in the search for the seven females, Sombra."

"Thanos, if I may speak," suggested Sombra. "Daybreaker and Nightmare Moon are the evil forms of Celestia and Luna."

"Of course they are," remarked Thanos, twisting his infinity gauntlet in Sombra's face. "And even though you supervise them, they serve me and me…alone."

Sombra gulped with nervousness as he didn't know whether or not to be excited or scared at this honor. There was no doubt in his mind however, that Thanos had a plan up his sleeve.

…

Back in the Sanctum, the cauldron of cosmos acted up again and Strange raced over to find out what was happening.

"What is it, Doctor?" asked Steve as Strange looked down at the sight of the hunt for Sunset and her friends. "What's going on?"

After a few moments, Strange looked back up at his fellow Avengers with a deep look of worry on his face.

"He's already hunting for them," he said.

"For us?" asked Sunset. "We…we've got to do something."

"Yeah," added Sci-Twi, trying to stand up only to sit back down in pain.

"Not in the condition you are in," said Dr. Strange, looking intently around the room. "We go at full strength. Trust me, all of you."

"So, you're just gonna have us all wait?" pleaded Sunset. "We have to attack, even if we are all walking wounded."

However, one member of the Avengers wasn't going to take this lying down.

"I'll go," said T'Challa with a look of determination on his face, much to Dr. Strange's surprise. "If anything you are going to want someone to at least weaken them."

Dr. Strange wasn't buying it.

"Your highness, I am sorry to override your decision, but I cannot let you go in there alone. You know the power Thanos is capable of."

"We have to at least try," advised Bucky, grabbing his gun and cocking it, much to Sunset's shock as she ran over to lower the gun. "What are you doing?"

"You are not going to go shoot up everyone that I know of," pleaded Sunset, with anger in her voice. "You hear me? No one dies!"

The sounds of her angry voice caused Bucky to pull himself back against a wall.

"I agree with Dr. Strange," said Steve. "Now is not the time to strike."

"You sure about that Captain?" asked T'Challa.

"I am very sure of it," answered Steve, firmly. "We all know what Thanos is capable of and if we go in, we go in when the time is right."

So they were all left to wait until they were at full strength, leaving the hypnotized citizens of Equestria's human world to rip apart their own home in search of Sunset and the others.

…

Meanwhile, the Guardians of the Galaxy neared closer and closer towards Equestria's location on Earth.

"All right Guardians," said Quill. "Remember, this is a peaceful land so no sudden movements, understand?"

"Peaceful is right," muttered Rocket, still thinking of the reaction he would receive from Luna that he had stolen her hairbrush.

As they entered Equestria's atmosphere, Quill, Drax, Thor, Nebula and Mantis suddenly began to feel funny.

"What…what's happening?" cried Thor, suddenly bending forward forcefully. "What's going on?"

"It's happening to me too!" cried Quill. "Is this all part of how this land functions?"

"It is," said Gamora, firmly, unfazed by what was happening. "Relax, everything will be fine."

"Gamora?"

"If she says we'll be fine," said Nebula, seemingly accepting her transformation. "Then we'll be fine."

…

Soon, the ship entered the atmosphere with a loud boom, catching the attention of a sleeping Tempest Shadow and Grubber.

"What in the…?" cried Tempest, suddenly looking up at the sky and then turning towards Deadpool, who had been tied to a tree the night before.

"Don't look at me," said Deadpool. "It's just the…"

But Deadpool found himself interrupted by the roar of the ship's engines as the ship landed in front of their campsite. The roar of the engines continued for several more minutes before finally silencing.

"What that?" asked Hannibal, looking up bewilderly at the ship. "What that?"

"I don't know, Hannibal," whispered Tempest charging her broken horn up. "But, I'm going to go find out."

"Wait!" cried Deadpool. "You might want to have…"

But Tempest snarled in response to Deadpool's suggestion and proceeded to head up towards the door of the ship.

"Wait here," she said to Grubber and Hannibal as she slowly stepped up the stairs towards the ship's door.

Approaching the door, Tempest knocked on it loudly with her hoof. From inside the ship, the guardians listened in as Rocket approached the door to answer it. Clutching his gun, the Racoon bounty hunter slowly opened the door, only for Tempest to kick it open, slamming him against the wall of the ship. Snarling, Tempest scanned the ship, using her broken horn as a light.

"Who's in here?!" she shouted as the sounds of groans came from the rest of the guardians. "Come out and show yourself!"

Hearing this, Quill was the first to rise, suddenly feeling himself no longer able to stand on two legs. Opening his eyes wide, he looked down at what he had become…a Unicorn pony.

"Don't even scream," Tempest said sternly, causing Quill to remain quiet. "Who are you and what do you want?"

"Can…can you just chill the eff out for a second?" groaned Quill. "What in the hell is going on here?"

"Quill?" groaned Drax, catching Tempest's attention as well. "What is…?"

The muscular alien also found himself in pony form, taking the form of a muscular Pegasus pony with small tiny wings.

"Well, look at this," remarked Rocket. "The only family I have…now a bunch of four legged horses."

"I'm Groot."

Rocket turned his attention over to Groot, who wasn't affected by the change along with Rocket.

"Except for you, Groot," the racoon chuckled before turning to face the still cold faced Tempest. "You'll have to excuse Groot here, all he can say is 'I am Groot.'"

But Tempest wasn't buying it, she was still on her guard.

"Please," pleaded Gamora, who remained in her ghost form. "We mean you no harm. We are the Guardians of the Galaxy and we seek Princess Luna."

This made Tempest even more defensive.

"Why do you seek her? Why didn't you land in Canterlot?"

"Canterlot?"

"Yes, that's where they live," Tempest snapped. "And they are not to be harmed in any way."

"How can you see me?" Gamora asked. "I'm nothing but a ghost."

But Tempest did not answer and instead motioned for the now ponified guardians to get off the ship. Marching single file, they stepped onto Equestria's surface below with Grubber, Hannibal and Deadpool watching.

"Peter Quill?" asked Deadpool. "What the hell? The Guardians of the Galaxy? Were you sent here too?"

The confused Quill didn't know what to make of this.

"Who the hell are you?"

"SILENCE!" cried Tempest. "You are all detained until I can get to the bottom of this."

"Who got her tails in a bunch?" muttered Rocket under his breath.

"We mean you no trouble, honest!" cried Mantis.

"That's right!" said Thor, now in the form of a large Earth pony with a blonde beard walking over to Tempest. "I am Thor of Asgard."

"You I know of," remarked Deadpool. "Didn't you used to work with the Hulk?"

Thor didn't answer and focused all of his attention on Tempest.

"Are you the leader of these ponies?" Tempest demanded, looking Thor right in the face. "Answer me!"

Thor remained steadfast at the intimidation he was receiving from Tempest. The Guardians of the Galaxy had arrived and very soon, they would join the growing storm against Equestria…

Chapter 16: "Thanos' New Generals"

"Well?" demanded Tempest, her broken horn directed at Thor's ponified throat. "Who are you and what do you want?"

Using his front leg, Thor motioned for Tempest to lower her horn, but she refused. The warrior in her continued to escalate.

"I told you that I am Thor, former king of Asgard."

Hearing that Thor was a king, both Grubber and Hannibal got down on one knee out of respect.

"And these are my friends, the Guardians of the Galaxy."

"The Guardians of the Galaxy?" remarked Tempest. "I've never heard of you before. Where in Equestria do you come from?"

"We don't come from Equestria," said the ponified Drax. "We come from the Galaxy. All of us. Except for Quill here, he comes from Earth."

"Hey, Earth just happens to be part of the Galaxy," remarked Quill. "Look, we're here because we are seeking out Princess Luna."

"What do you want with Princess Luna?" seethed Tempest. "Are you after her magic? Because if you are…"

"No!" cried Thor. "We are seeking Princess Luna because we wanted to thank her for saving Gamora."

Of course, Gamora was nowhere to be seen which made the Guardians' situation more perplexed. But this made Tempest lower her guard down a bit.

"Who is Gamora?"

"She…she was one of us," sighed Quill. "But then she was murdered by an intergalactic despot named Thanos. Her spirit still lives, but only those who believe in…"

"Wait, wait, wait," interjected Grubber. "This Gamora is alive but she is dead? I'm confused here, Tempest."

"It's a long story," remarked Rocket. "All that matters is we need to seek out Princess Luna, thank her for protecting Gamora's spirit and then we can go along our merry way."

"I am Groot."

Dropping her guard entirely, Tempest stepped away and turned back towards the bounded Deadpool. The broken horned unicorn had a hunch that something was up and felt that Deadpool had the answers.

"Did you know that they would soon be joining us?" she whispered.

"Maybe," Deadpool answered nervously. "But, if you free me from these bonds, maybe I can help you out further."

Rolling her eyes, Tempest freed Deadpool from his bonds allowing him to join Thor and the Guardians. There were still plenty of questions that needed to be answered and Tempest knew that something was up.

…

Meanwhile, back at the Sanctum, the anxieties for taking on Thanos in the human world continued to grow and grow for Sunset and her friends. However, there was a more pressing concern for Dr. Strange himself.

"Something is wrong," he whispered. "Wilson hasn't reported back from the other world."

"How long has it been?" asked Steve. "30 minutes? An hour since he went through? Someone should go and at least check on him."

Hearing this, Sunset rose to her feet and gingerly walked over to Strange and Rogers.

"I'll go," said Sunset, walking towards the two Avengers. "If anything, Thanos might be after Equestrian Magic that hasn't yet come into the human world."

"She might be right," remarked Steve. "I would send a few of us into Equestria to look for Wade."

At that moment, a knock was heard on the door, followed by the sounds of the door opening. A muscular man walked in wearing a lab coat holding what appeared to be a remote control device.

"Dr. Strange," he said, walking up to him. "I came as soon as you made out your message. I guess Thanos is alive, huh?"

"Yes, he is, Dr. Banner," answered Strange. "Have you been monitoring the whereabouts of Wade Wilson?"

"Wait, wait, wait," interjected Sunset, walking up to Dr. Banner. "Who in Celestia's name are you?"

"This is Dr. Bruce Banner, Miss Shimmer. Another member of the Avengers."

"Oh, uh, nice to meet you?" Sunset asked gingerly shaking Bruce's hand. "So, if you are a member of the Avengers…"

"I am a member of the Avengers, yes. Let's just say you won't like me when I'm angry."

Turning his attention back to Strange, Banner revealed the reason to why he came to the Sanctum.

"Look, I'm…sorry for just coming in and barging in like this," he said. "But, there is something else you need to know."

"Well?" asked Steve as Banner turned to see T'Challa among the gathered heroes and hastily bowed to him, only for T'Challa to motion him to rise back up. "What else did you see?"

"Wade's not the only one missing in Equestria," he said. "Thor is also there along with the Guardians of the Galaxy."

"Then, we have to go and find him, Bruce," remarked Natasha, firmly. "I'm nothing more than a ghost, so I can go in undetected."

"As far as we are all concerned, we might as well all go into Equestria," said Dr. Strange sarcastically. "But we can't. Banner, you and Romanoff accompany Miss Shimmer to Equestria and find Wade. The rest of us will begin to plan a sneak attack on Thanos' hideout and stop this growing Tempest."

Happy at hearing this, Sunset prepared herself to go back to her former home. Once again bidding her friends goodbye, she stepped into the Cauldron with Banner and Romanoff following close behind.

"Okay, so when do we go in and take on Thanos?" asked Rainbow Dash. "I'm looking to pummel him into submission."

"We approach this with a cautious, yet carefully planned strategy, Rainbow Dash," said Dr. Strange, approaching Rainbow dash. "We'll go into groups, one group will lead the charge and the other…"

…

Suddenly, another knock at the door was heard, catching everyone's attention.

"Who's there?" Steve called.

"It's us," replied a voice and Steve opened the door to reveal Peter Parker, Pepper Potts, Julia Carpenter, Jim Rhodes and the ghost of Tony Stark standing in front of him. "Are we late?"

"N…no, Tony," stammered Steve. "We were just about…"

"Tony Stark?" asked Dr. Strange, seeing his ghost. "I had a feeling you would make your presence known sooner or later."

"Doctor."

"Dr Strange," said Parker. "It's uh, good to see you again."

"Good to see you again too, Spider Man," replied Dr. Strange. "Hope the jetlag hasn't slowed you down."

A confused look befell on Parker's face upon hearing this, wondering how Dr. Strange knew he was on vacation in Europe.

…

Meanwhile, Sunset Shimmer opened her eyes seeing herself back in her pony body while Bruce was transformed into a green pony with a gray mane.

"Am I…a pony?" he asked.

"Don't worry, Dr. Banner," she answered, placing a hoof on his leg. "After a while, you'll get used to it."

"Hopefully, Hulk can still be contained in this place. Maybe as long as I can control my anger, nothing will happen."

Suddenly, Sunset began to pick up a sense of danger and using the magic in her horn, followed the source with Bruce and Natasha following behind. A few moments later, Sunset's magic led them all to the campsite where Tempest and her friends were located along with Deadpool and the Guardians of the Galaxy.

"Hold it!" Sunset called out, startling everyone. "What's going on here?"

"Uh, we're just getting ready to get out of here," stammered Grubber. "Look, if you are here for any food…"

"We aren't here for food!" interrupted Sunset. "We are looking for Wade Wilson."

"Yeah, that's me," said Deadpool, going over to Sunset. "And I assume Dr. Strange must have sent you to find me. Figures, all part of the flying script if you ask me. You're Sunset Shimmer and…"

Ignoring Deadpool, Sunset instead went over to Tempest Shadow.

"Was it something I said?"

But the intrusion didn't go unnoticed and at that moment, Thor recognized the ponified Bruce and ran over to him, causing the two Avengers to come together for an embrace.

"Thor, good to see you again," chuckled Bruce as thy broke apart. "And good to see you are safe."

"Well, it could have been a lot better, but what are you going to do? At least we weren't harmed."

"Hey Hulkster," called Rocket, walking over towards them. "Guess you got the pony makeover didn't you? Don't worry, I didn't get the pony makeover, either."

"What happened to you?"

"We're seeking out this Princess Luna to thank her for rescuing Gamora and instead we get this hot tempered pony with a broken horn. Need I go on?"

"No you don't need to go on, rabbit."

"He's a…" Bruce started to say, only to be stopped by Rocket.

"Don't worry about it," interrupted Rocket. "I'm already used to being called a rabbit."

…

Meanwhile, Tempest Shadow was focused on getting the tent taken down when Sunset approached her.

"Tempest Shadow?" Sunset asked. "I am Sunset Shimmer, former student of Princess Celestia and…"

"Uh huh," Tempest remarked. "Let me guess, you are with them?"

"With who?"

"The so-called Guardians of the Galaxy."

"No, I've come because one of the Avengers' comrades was missing. But, at least he is alive. Now, that's not the only reason I have come."

"Let me guess, is this because you are seeking Princess Luna as well?"

"No."

"Then why did you come?"

"Because…there is a growing threat against Equestria, probably one as bigger than the previous threats."

Tempest slowly began to consider what was being said to her, but there would still be time for her to fully grasp the entire situation.

…

Meanwhile, back in the human world, Sombra led the newly corrupted Principals in the search for the missing humane seven. However, the efforts were proving to be nothing but futile. From inside his newly minted throne room, Thanos waited and waited for any news to come.

"I'm growing impatient," he muttered to himself. "Those human females couldn't have gone far. Sometimes, I even question the help that I have recruited. What if I can find some new generals if these servants don't live up to my expectations?"

No sooner did Thanos say those words at that very moment, the throne room began to shake as three beings appeared before Thanos.

"Who are you?" he demanded, startled by the shaking.

The streaks of light that the beings were transported in slowly disappeared revealing themselves to be Loki, Hela and Red Skull.

"Why don't you remember me?" asked Loki. "I, Loki, brother of Thor."

Thanos began to get a flashback to when he had attacked the Asgardians and how he had broken Loki's neck.

"How could you still be alive?" he asked. "I killed you."

"Why, I was given a second chance by my savior."

This gave Thanos a series of internal questions, wondering who would even bother to give Loki and all these creatures a second chance at life.

"Who is your savior?"

"Why a very powerful creature," explained Red Skull, further confusing Thanos further. "Surely you remember me, Red Skull?"

"I thought you were sent to guard the Soul Stone."

"Well, I was…the better half of me anyway," continued Red Skull. "It's rather complicated, Herr Thanos, but after Captain America defeated me, I was…split in two. My good side was sent to guard the Soul Stone and the other half…was sent to eternal imprisonment."

Taking in what Red Skull had said, Thanos then turned his attention towards Hela.

"And what service do provide to me?"

"I am the Angel of Death, my lord," answered Hela. "I can provide the ability to kill your enemies without any bloodshed."

"Hmm, you all seem to be very useful," Thanos remarked, turning his back on them before making up his mind. "But I already have generals at my disposal. However, it appears that I have very little use for them at this point."

"Why, may I ask?" asked Loki.

"Because they can't find seven powerful humans with magic that I seek. Even a feared king of Equestria that helped me escape from my prison can't seem to find them. I am not a patient being and those who test my patience…shall suffer the consequences."

The more Thanos spoke, the more he began to concoct the plan to remove his current generals. But he knew that he wasn't going to be the one to do the job.

…

He needed his current generals to fail, including Sombra, the pony who had indeed helped him return to the land of the living.

…

Chapter 17: "Thanos Arrives at the Sanctum"

"A big threat? What big threat?" Tempest asked, standing in front of Sunset Shimmer and trying to understand what was going on. "If you are referencing the Storm King…"

"He's dead, Tempest," interrupted Sunset, hastily. "But, he's not important right now. King Sombra has been resurrected and is in cahoots with someone named Thanos."

Still, Tempest grew confused as she looked over towards the Guardians of the Galaxy.

"I am Groot."

"Yeah," added Rocket. "Thanos is a dude you don't want to mess with."

"What threat does this 'Thanos' pose to Equestria?" Tempest asked, walking over towards Rocket. "Does he have magic? Is he after Equestrian Magic?"

"Yes," said Bruce. "He's after Equestrian Magic and if he gets his hands on it, he can create another snap effect and wipe out all life in the…"

"Okay, okay, okay," interrupted Tempest, shaking her head from side to side. "I've heard enough. It appears to me that you are not just here to seek out Princess Luna…"

"We are here to seek out Princess Luna!" cried Quill, approaching Tempest. "But, if you want to join with us, we can always use the help."

Tempest didn't quite know what to make of this, but she and her companions had very little choice.

"How will I know," she asked. "That you are really here to help protect Equestria?"

The rest of the guardians merely rolled their eyes at this question.

"She is troubled," whispered Mantis, sensing the confusion in Tempest's mind.

"Look, all that matters is we warn the Princesses about what Thanos is trying to do," said Sunset, firmly. "And we aren't going to do it by just standing around here doing nothing! As we speak, my current home world is being turned upside down by Thanos!"

Hearing this, Tempest motioned for Grubber and Hannibal to break down camp while Thor and the Guardians helped out.

"Aren't you going to help?" Tempest asked Bruce. "Or are you just going to stand there and do nothing?"

"You don't have a lot of stuff," remarked Bruce, looking intently at Tempest. "And besides, I have more important matters to focus on right now."

…

A few moments later, the camp was fully broken down and they were all on their way, moving towards Canterlot as Princess Celestia stood on one of the towers of Canterlot Castle, lowering the sun. But, despite this, the elder Princess of the Day was deeply concerned.

"The sun has been set, sister," she said as Luna came forward to raise the moon. "If this is the only thing to focus on."

"This is about Hela, isn't it?" guessed Luna. "Look Celestia, what else could we have done with her?"

"Executed her for a start!" Celestia cried out in a loud voice, her eyes widening in fright. "I don't know, Luna, she frightens me and I don't know how to put it into words."

"Hela scares me too, sister," sympathized Luna, placing a hoof on her sister's shoulder. "But, we are doing this on behalf of Asgard. They can no longer keep her prisoner there."

Celestia sighed deeply, knowing very well the very difficult task that had been given to her.

"Besides," continued Luna. "If she does cause trouble, we can always have Cerberus turn her into a chew toy."

The amused tone in Luna's voice did little to help Celestia's worries. She could feel a chill go down her spine at the mere mention of her name. Nevertheless, Celestia had a kingdom to run for the time being.

"Well, I'm off," she said. "Good night, Luna."

"Good night, sister," Luna replied as Celestia retired for the night and she assumed her duties.

…

Back in the human world, Thanos along with Hela, Loki and Red Skull were awaiting the return of Sombra and the rest of his generals, hoping for any news of his targets' capture.

"Well, I can assure you, Thanos," said Loki. "That none of us intend to cause you any impatience in any way. If you want us to go and find what you seek ourselves, then…"

But before Loki could finish his sentence, Thanos rose from his throne and clutched Loki's throat tightly.

"No, because we are going to do things my way," he said quietly, grasping Loki's throat tightly. "The three of you are going to do exactly what I say without question."

"If…if that's what you…want," gasped Loki.

"Of course that's what I want," cried Thanos, suddenly releasing his grip on Loki and dropping him to the ground. "These pathetic fools won't find them here because they are not in this world. They are in the opposite world to this."

"How do you know?" asked Red Skull and Thanos activated the time stone inside the infinity gauntlet and showed them the human counterparts of Equestria's heroes with the Avengers. "But, Herr Thanos, it looks like our normal world."

"That's because it is, you fool! But, the wizard has a cauldron that can transport to the other world. We will gain access to the cauldron and thus, we all can go through to our targets."

Seeing what was in front of them, the three generals acknowledged what needed to be done.

…

Back in the search zone, the brainwashed citizens of the Equestrian human world continued to turn their town upside down, searching high and low for their targets. However, no trace of them could be found.

"Look," muttered Aria Blaze to her fellow sirens. "We can't find what Thanos wants, so why don't we just quit while the quitting's good?"

"No!" snapped Adagio, pointing at Aria and Sonta Dusk. "We cannot turn our back on Thanos!"

"Aria's right, Adagio!" remarked Sonata. "I mean, all we did was feed off of their hate and that's it. We need some action here or else, I'm going to die of BOREDOM!"

"Just be thankful you even have something to feast on!" Adagio retorted loudly, only to realize that her anger was going to get her nowhere. "But, I guess you are right. This is getting boring and unless Thanos does something soon, we're just wasting our time here."

Elsewhere, Sombra and the brainwashed turned evil alicorn principals of Canterlot High were turning the high school upside down, making a mess of everything in their desperate search for the girls."

"They are nowhere to be found!" cried Nightmare Moon to Sombra.

"Keep looking!" barked Sombra. "We shall not rest until they are found and brought to Thanos!"

Snarling quietly, Nightmare Moon did as she was told. At the same time, Daybreaker wasn't fairing any better, tearing apart her own office and setting it on fire.

"I trust you haven't found them either," remarked Sombra, only for Daybreaker to turn and snarl at him. "It figures."

"This is boring!" moaned Daybreaker, rolling her eyes. "Why don't you do us a favor and go tell Thanos that you failed to find what he wants?"

Sombra was incensed to hear what was said to him. He was a king and wasn't going to be treated anything less than that.

"How dare you speak to me like that?" he shouted, grabbing Daybreaker by her collar. "You shall do as you are told or else!"

"Or else what?" laughed Daybreaker. "That you'll just treat me and Nightmare Moon like your students?"

Angered even further, Sombra attempted to make Daybreaker obey him and him alone, but his hypnotizing magic was gone. Suddenly, he felt a summons from inside of him and knew that it was Thanos summoning him and the others back to Camp Everfree.

"Consider yourself lucky, fool!" he cried, turning his back on Daybreaker. "That Thanos is summoning us before I can deal with you with my bare hooves!"

Daybreaker couldn't help but snicker to herself at how embarrassing Sombra was to her and Nightmare Moon.

…

Heeding the call, Sombra and the others all returned to Camp Everfree while Thanos waited for them. Upon returning to the camp, Sombra and the brainwashed generals stood before him, only to find Loki, Hela and Red Skull standing next to him.

"Who are they?" Sombra asked Thanos, pointing towards them.

"They are new generals," Thanos announced in a commanding voice. "Generals that will help me find what I want."

"Wait, wait, wait," cried Sonata, waving her hands back and forth. "You mean…you are replacing us as generals?"

"Shut up, Sonata!" whispered Adagio, nudging Sonata in the side.

"Not replacing, but you are hereby demoted as my primary generals," Thanos replied. "It occurs to me that the targets I seek are not in this world."

Sombra was stunned to hear this revelation, but the others gave no reaction.

"We must now turn our attention to the land of Equestria itself!" Thanos continued. "Anyone who defies me shall be destroyed right now!"

Thanos waited for anyone to defy him, but none of them answered.

"Very good," he said quietly. "Loki and Red Skull."

The red skulled Nazi and Asgardian troublemaker stepped forward and faced Thanos.

"Prepare for a full assault on the sanctum of Dr. Stephen Strange," he finished.

"What sanctum?" asked Loki to Red Skull, only for Thanos to stomp his foot and regain his command over the room. Without saying another word, Thanos activated the Infinity Gauntlet and transported his entire army out of Camp Everfree.

…

Back in the Sanctum, the remaining Avengers were continuing to prepare for their planned attack when they suddenly began to feel a vibration rocking the sanctum.

"What the hell?" asked Sam, suddenly rising to his feet. "Is it an earthquake?"

"No, it can't be," remarked Peter. "New York doesn't get earthquakes."

"Of course they get earthquakes, Pete," whispered Tony. "But, I've got a feeling that this isn't an earthquake."

"As do I," added Dr. Strange and suddenly, without warning, a loud boom was heard, sending cars and people flying. Immediately jumping into action, Dr. Strange and Steve Rogers ran outside and saw a very distressing sight in front of them. "It's him."

Running back inside, Steve called out for the others to join them.

"Get out here now!" he yelled as the rest of the Avengers got into battle mode mentality. "It's him! It's Thanos!"

"We'll come help!" cried Sci-Twi as she and the rest of the Equestria Girls tried to move only to be stopped by Scarlet Witch. "Hey! What gives?"

"Stay here," she said. "Because we may need you in reserve."

"Reserve?" cried Applejack, the vibrations causing to fall back onto the ground and feeling a sharp pain from her injuries. "We can face this guy, y'all!"

"No, some of you are still hurt and if you are killed…"

However, the sounds of crashing objects caused Scarlet Witch to hastily retreat outside, but not before casting a shield spell around the Canterlot High girls to protect them from the falling debris.

"You got to admit," remarked Pinkie Pie. "She is good at casting shield spells."

…

Huddling outside, Dr. Strange wasted no time shield himself and the remaining Avengers from the onslaught of debris being hurdled at them as Thanos and his forces continued to make their presence known.

"Where are they?!" demanded Thanos, pointing his sword right at the Avengers. "Tell me and I will spare your lives!"

"You won't spare our lives, Thanos!" shouted Dr. Strange. "We all know how capable your are and will do nothing to get what you want!"

"Turn the girls over to me!"

"Not on your life, Thanos!" retorted Hawkeye, reading his bow and arrow. "You took my family away from me and now, I'm going to return the favor!"

Taking an arrow out of his quiver, Hawkeye fired a shot right for Thanos' heart, only for Thanos to send it away.

"I know you are hiding them," Thanos said. "And I will turn this city upside down until I find them!"

"You want the Canterlot High girls," cried Scarlet Witch, her hands glowing red with fury. "You'll have to get through us, all of us! And you are going to pay for what you did to Vision!"

Hearing the sound of her deceased lover's name merely brought a smile to Thanos' face.

"Enough of this," he said to Loki. "Kill anyone who stands in your way."

Acknowledging the order, Loki donned his horned battle helmet as Thanos pointed his forces in the direction of the Avengers.

"Remember," said Dr. Strange to the other Avengers. "Don't let them pass!"

…

Meanwhile, from inside his lair in Equestria, Grogar was watching the conflict take place inside his crystal ball.

"Very soon," he chuckled to himself. "Thanos' power will be mine and mine alone."

…

Chapter 18: "Defending the Sanctum"

Thanos had returned to New York and this time, he had an army, an army of hypnotized humans at his disposal. The only thing standing in his way were a group of warriors, determined to keep the mad titan from reclaiming his true glory.

"Get out of my way," Thanos demanded, brandishing his sword tightly. "If you want to live!"

"I'm only asking you once, Thanos!" cried Dr. Strange, channeling his magical powers into his hands. "You shall not pass us and reign terror on Equestria!"

The rest of the Avengers cried out in agreement, but Thanos ignored their determined sounds.

"I worked to build a better universe and you undid what I had done! Now, I shall do what I must do even if I have to kill you again."

"Just try and stop us," called Steve, tightening his shield's strap around his wrist and feeling the blood flow profusely through his veins. "You won't get what you want as long as we are together."

Having heard enough, Thanos raised his sword and commanded the hypnotized army to advance on the Avengers. The sounds of marching resonated like a loud series of earthquakes barrowing down on the group of Earth's mightiest.

"I don't think they heard you, Cap," whispered Tony, who was more than ever now wishing for a temporary earthly form. "And they can fear me as long as I can be mortal again."

Suddenly, almost as if his prayers were suddenly heard, Tony felt himself feel like a normal human being once more. Thanos watched in amazement as Iron Man appeared in flesh and blood.

"Mr. Stark!" gasped Spider-Man, amazed that his mentor was alive once more. "You're…you're back!"

Just as equally happy was Pepper, who activated her Rescue armor and immediately took her husband's side, firing blasts from her armored hands at the hypnotized humans, sending them back onto the ground.

But Thanos wasn't impressed and with a loud battle cry, ordered his army to charge on the Avengers.

"Avengers assemble!" cried Steve and the Avengers charged on the advancing army, but Tony and Steve had their eyes set on Thanos himself. Letting out another loud battle cry, Thanos swing his sword and repeatedly attempted to strike at Iron Man and Captain America, but the two of them deflected each blow Thanos tried to give them. Unfortunately, Steve couldn't escape one particular blow and suddenly got cut on his shoulder by one of Thanos' swings. Seeing the drops of blood flowing off of him, Steve grew more and more determined to fight.

…

Elsewhere, Red Skull led his group of hypnotized fighters against Ant Man and Bucky Barnes. Activating his suit's special powers, Ant Man shrunk down to the size of an ant and just as a hypnotized Flash Sentry joined in the fray, he quickly grew back to normal size, sending the hypnotized Flash flying into an apartment window.

"Twilight was never a good fit for you, Flash," Ant Man muttered before being taken down a hypnotized Cheerliee and several students.

With Ant Man overpowered, Bucky realized he was on his own, leaving him as easy prey for Red Skull. The Nazi grabbed Bucky by the scruff of his shirt and tossed him into the ground.

…

Meanwhile, Black Panther and Hawkeye came face to face with the Dazzlings and the Crystal Prep students.

"What do we have here?" laughed Adagio as she eyeballed them. "A human in a catsuit and another with arrows? Don't make me laugh. Sic them!"

However, Black Panther didn't take lightly to this tasteless remark and using his claws, attempted to strike Adagio, only to be diverted by Indigo Zap and Sugarcoat.

"I don't want to hurt you," Black Panther said to the two Crystal Prep students, but they didn't listen to his pleas. Instead, they charged at him while Clint kept firing arrows Aria Blaze and Sonata Dusk.

"You know," remarked Sonata as she dodged an arrow. "Those arrows can really hurt you."

"No kidding, air head," mocked Aria, also dodging an arrow as Sunny Flare, Lemon Zest and Sour Sweet charged at Clint using karate moves on him. Just then, before they could strike another blow at Clint, two pairs of webbing tied the three of them up. Looking over, Clint saw both Spider Man and Spider Woman head over to his side.

"Thanks," Clint remarked, smiling at them.

"Don't mention it," replied Spider Man, just as both he and Spider Woman were picked up by a dark force and thrown from the scene. Clint looked up and saw Hela, her black wings open to show the terror she possessed.

"Stand aside, mortal!" she cried, hissing like a snake.

Suddenly, she felt something strike her from behind and she turned and saw Falcon flying towards her, firing guns from both his hands.

Falcon flew faster and faster towards her, but before he could get close enough, Loki intercepted him, striking Falcon down with his tri horned spear. The Asgardian was then bombarded by War Machine, but using his wits, produced a magic shield to protect himself from the blasts.

"You've got to be…" War Machine started to say before Hela took to the air and grabbed him, sending him into the side of a building.

…

Elsewhere, Iron Man, Rescue, Captain America and Dr. Strange continued their focus on Thanos. But the Mad Titan continued to match them move for move, swinging his sword at them as he tried to get into the sanctum.

"Why don't you just surrender to me?" Thanos suggested. "You are no match for my forces!"

"In your dreams, purple people eater!" Iron Man replied, mockingly and causing Thanos to snap even further, sending Iron Man up through the Sanctum's windows, catching the attention of the humane six. "That…went well."

"Iron Man, are you okay?" asked Rainbow Dash, helping him to his feet along with Wong.

"Couldn't be better," answered Iron Man, groaning slightly. "Don't worry, we'll keep holding him off. Wong, stay at your post!"

Acknowledging the order, Wong and the girls watched as Iron Man took to the air, heading back outside and fighting off Thanos.

…

At that moment, Sombra and the cloned Daybreaker and Nightmare Moon did battle with Scarlet Witch, using her telekinetic powers to defend herself from them.

"Get to the Equestria portal!" Thanos shouted to them as he took on Captain America and Rescue. "Go!"

Still feeling bitter over Thanos stealing his powers, Sombra did as he was told, leading Daybreaker and Nightmare Moon towards the sanctum. However, Dr. Strange saw they were coming and went to confront them, using his powers to stop them from moving further to the sanctum.

"That's as far as you'll go!" Dr. Strange cried, charging his powers. "If you want to get to Equestria…you'll have to go through me."

Sombra and the two brainwashed principals starred down the wizard, determined to get to the portal at all costs.

…

From his lair in Equestria, Grogar was watching the battle in his crystal ball while Adrian and Ego stood in front of him.

"I am sure you were wondering why I didn't send you with the others," he said, looking up at them. "It appears to me that we have a much more urgent problem on our hooves."

"What do you mean?" asked Ego and Grogar used his powers to change the crystal ball and show them Tempest Shadow and her friends leading Sunset Shimmer, Banner, Thor, Black Widow's ghost and the Guardians of the Galaxy towards Canterlot. Ego was stunned when he saw Quill's pony form. "Peter? What's he doing here?"

"They are here because they are to take part in the resistance against me," explained Grogar. "I need you two to spy on them."

But Grogar then turned his attention towards Adrian with a careful eye.

"And remember what I said about harming your family if you disobeyed me," he cautioned to Adrian just as he used his powers to transform Adrian and Ego into a unicorn pony and an actual vulture. "Now go!"

Using his powers again, Grogar sent them from his sight and into Canterlot.

…

…

Back at the Battle of the Sanctum, Dr. Strange immediately took charge against Sombra, using his magic to keep them back. But Sombra wasn't giving in and stormed at Dr. Strange, using his dark Equestrian magic to match the master of the mystic arts move for move. Letting out a loud yell, Sombra attempted to push Dr. Strange into submission.

Finally, Dr. Strange overpowered the magical onslaught and used a spell to send Sombra flying back into the two principal sisters. This made Daybreaker breathe fire at Dr. Strange in anger. Suddenly, before the two brainwashed sisters could counter at him, they suddenly became bombarded with barrage blasts from War Machine and Falcon.

The timing couldn't have come at a worse moment as Sombra rebounded and fired a blast of his dark magic at the two aerial warriors.

"I fear no aerial attack!" he laughed triumphantly as he once again starred down Dr. Strange, this time with a look of determination in his eyes.

…

At the same time, Thanos managed to subdue both Iron Man and Captain America, nearly breaking the latter's shield when he suddenly felt a surge of dark red magic picking him up off the ground. Turning around, he saw Scarlet Witch using her powers on him.

"You took…everything from me!" she seethed, her eyes glowing red.

"I don't fear you," Thanos groaned, knowing that Scarlet Witch had revenge in her eyes and not just any revenge.

"You will fear me," she said firmly and attempted to use her powers to crush Thanos like paper, trying to make him feel like she felt when her lover was murdered.

Before she could finish Thanos off, Hela grabbed Scarlet Witch by her hips and threw her into Black Panther, thus saving Thanos from being crushed to death. Thanos smiled at the angel of death at saving him. Scarlet Witch attempted to get back to her feet but was quickly overpowered by the growing brainwashed army.

…

From inside the sanctum, the Canterlot High girls could no longer sit back and watch the horrors taking place right outside.

"We've got to help them," said Sci-Twi with a determined look on her face. "Who's with me?"

"I'm with you, Twilight!" replied Rainbow Dash, much to the shock of Wong.

"But, you're supposed to…"

"We can't sit back any longer," interrupted Fluttershy. "Our friends are out there and we need to help them!"

"And rescuing our families and friends as well!" added Applejack.

"And there is nothing you can do to make us change our minds!" Rarity added to Wong.

…

With very little choice, Wong stood back and watched the Canterlot High girls assume their powers.

…

Now freed from being controlled by Scarlet Witch, Thanos went back to beating on Captain America. Even with Iron Man helping him, Captain America was no match for Thanos. Iron Man attempted to use his strength to hold Thanos back, but the Mad Titan was too strong for him.

"You are strong, Stark," Thanos said. "But not strong enough!"

Using the infinity gauntlet, Thanos picked Stark up and threw him aside like a rag doll. Captain America struggled to his feet, knowing Thanos was more than likely ready to kill him.

"You won't…get away with this," he gasped, tightening his shield even tighter. But, Thanos remained unfazed.

"I already have," he chuckled and pointed his sword right at Captain America.

But, before he could make his move, a blast of rainbow colored light engulfed the battlefield and all the Avengers watched in amazement as the six Canterlot High girls in their battle garb landed on the scene and ready to fight.

"We are not afraid of you," cried Sci-Twi. "If you mess with our friends and family…"

"…then you mess…" added Rainbow Dash.

…with us!" finished the group.

And charging fast, the six human girls faced down the one who sought after their powers.

…

Chapter 19: "The Princesses Meet the Guardians"

While the Avengers dealt with Thanos and his followers in New York, Tempest, Sunset and their newfound companions inched closer and closer to Canterlot Castle. However, not everyone had the energy to continue their journey.

"How much farther to this…Canterlot?" gasped Rocket, falling down on his knees. "My feet can't take another step."

"Not that farther, Rocket," replied Quill. "And why are you complaining? Your feet are not that big. Get up and walk like a big raccoon."

"But they still hurt, Quill."

But Rocket's pleas fell on deaf ears.

"What is this Canterlot?" Thor asked Sunset.

"It's my former home," she answered. "In fact, I was one a pupil of Equestria's ruler, Princess Celestia. Then, I left."

"Why?"

"Because…I was impatient and greedy, Thor. We reconciled, but I wish there was only one way, one way, I could prove myself that I am not the same pony I was before."

Thor felt nothing but sympathy for Sunset, for he knew very well of how jealousy and impatience could set in on someone.

…

"We're almost there," said Tempest, looking at a compass that pointed to the north. Just over the horizon was Canterlot Castle. "Now, keep close. If anything, the security around here likely tightened since we invaded."

"What?" asked Drax. "Since we invaded?"

"No, you big lut!" remarked Quill. "We've only been here for a short while."

"You're supposed to have been here for a short while," said Deadpool. "It says in the…"

"SHUT UP!" Tempest loudly whispered, glaring at the two humans-turned-ponies. "We're here."

Standing at the edge of Equestria's capitol, the group of misfits quietly and slowly approached the castle's walls. Up above, they could see Luna's nightguards at their posts. Not wanting to attract their attention, Tempest and Sunset both casted silencer spells that covered the noise of their own footfalls.

For a while, it seemed to work, but a nightguard saw something move in the shadows.

"What the…?" she asked and turning on her magic aura, she saw the group approach the castle. "HALT!"

"What was that?" Tempest cried as she and Sunset looked up and saw the guard.

"INTRUDERS! TO ARMS! TO ARMS!"

"Oh, great!" Rocket said sarcastically while shrugging his shoulders. "We just had to go and wake up the whole town!"

Charging their horns, Tempest and Sunset looked up at the top of the castle, trying to find any nightguards. Suddenly, they heard a horn sound, meaning that reinforcements were coming. Leaping from the castle walls, the nightguards charged at the group. Not knowing how to wield his newfound unicorn powers, Thor could not fight back right away. Bruce attempted to fight back as well, but was unable to unleash the beast inside of him.

"Where's the Hulk?!" cried Thor as he struggled against the nightguards.

"I don't know, he's not coming out!" yelled Bruce and within a few moments, they were all subdued.

…

Entering the castle, the nightguards led the captured group into the main tower. Soon, they neared the private quarters of Princess Celestia and a few moments later, the door flung wide open and there stood Celestia, disheveled at having been woken up from her sound sleep.

"What is going on here?" she muttered bitterly. "If this is another false alarm…"

"It's not a false alarm, your highness," replied one of the nightguards. "We caught these intruders trying to approach the castle undetected."

"What intruders?"

Stepping back, the guards revealed Tempest, Sunset and their captured comrades much to Celestia's shock.

"Sunset Shimmer? Fizzlepop Berrytwist? What are you all doing here?"

"Princess Celestia, we are sorry for coming at this time of night," pleaded Sunset. "But, we've come to warn you about…"

"Who are all of you?" she asked, ignoring her former student and turning her attention to Thor, Bruce, Deadpool and the Guardians.

"Uh," whispered Rocket. "Quill, what should we do?"

"Are you Princess Luna, ruler of Equestria?" asked Quill, causing Celestia to get a disgruntled look on her face.

"No, I am Princess Celestia, her older sister. What do you want with her?"

"We've…come to thank her," answered Quill. "You see, she gave the spirit of my girlfriend shelter on the moon and…"

But, Celestia raised a hoof and silenced Quill from saying another word. Motioning for the guards to step back, Celestia casted a spell that caused Gamora's spirit to appear before Celestia.

"Are you Gamora?" Celestia asked.

"I am Gamora," she answered. "Your sister saved me and…"

"I know she saved you," interrupted Celestia, looking right at Gamora. "Because she told me about it. While she was Nightmare Moon, she saved you from drifting into space."

Then, she turned her attention towards the remaining Guardians.

"And is this your lover?" Celestia asked, looking at the ponified form of Quill.

"Yes."

"I'm Peter Quill, Princess," Quill answered, getting down on one knee. "Otherwise known as Star Lord…the cool dude. This is Rocket Raccoon, bounty hunter."

"Bounty Hunter?"

"Drax the Destroyer, Groot, Nebula, Mantis and…whatever this guy is."

"Dr. Bruce Banner," said Bruce, approaching Princess Celestia with a concerned look on his face. "We've come to warn you about something."

But a nudge from Quill stopped Bruce from saying anything else.

"What something?"

"It's about Thanos, he's coming to Equestria and is seeking all of the magic you have."

"That's only part of the situation," added Deadpool. "Name's Wade Wilson, by the way. But, I also go by Deadpool and in case you are aware, I've known how all this…"

Acting fast, Sunset fired a silencing spell on Deadpool's mouth. However, hearing Thanos' name caused Celestia to become concerned.

"Who is Thanos?" she asked. "And why come to me about this now?"

"Look, Princess Celestia," said Sunset. "I know that you have a lot of issues going on, but it's important that you need to know all that is happening."

"Yeah," added Bruce. "Look, your highness, Thanos is a plague, he goes from planet to planet and takes what he wants. We killed him on Titan, but now he's back from the dead."

Celestia took in what she was hearing but was still unconvinced on the whole situation. She needed more information about Thanos and could only wonder if maybe King Sombra had something to do with it.

…

Just then, a flash of white light appeared and Princess Luna emerged from the light, shocked and surprised by what was going on.

"What's going on here?" she asked, a perplexed look on her face. "Who are all of you?"

Suddenly, Princess Celestia detected another spiritual presence with her magic and once again casting the spirit summoning spell, she found the spirit of Natasha Romanoff, standing next to Bruce.

"Another deceased spirit?" Luna asked. "Sister, is she related to Red Skull?"

Natasha's eyes widened upon hearing this, remembering that Red Skull was guarding the soul stone on Vormir where she was sacrificed for the stone's access.

"What are you talking about?" asked Natasha. "No, I wasn't killed by Red Skull. Wait, how do you know him?"

"Red Skull was turned over to us by the Gods of Purgatory," explained Luna. "We split his good and bad spirits from one another."

There was more to this than met the eye and the more everyone stood around, the more skeletons came out of the closet.

…

Meanwhile, Ego and Adrian found themselves hiding in a bush at the Canterlot gates.

"This is Canterlot?" asked Adrian, trying to fluffle his vulture wings. "It looks magnificent."

"Well, don't take in the scenery too much," advised Ego. "We're here to spy my son and his galactic friends. Now, shut up and help me figure out how to get inside."

Using his newfound body, Adrian flew out of the bush and without flapping attempted to fly over the castle grounds, only to be blown back by a blowing fan.

"They got the place bugged," he whispered to Ego. "We can't get in."

"Why not?"

"They've got fans that can blow anyone from coming in from the air for a start."

"Can't we go in underground?"

"What do I look like…a gopher?"

Looking around, they noticed a small hole and sensing that it could lead to an underground passageway, decided to try and follow it. Heading underground, the two villains attempted to navigate their way through the tunnel. Finally, they found an opening and soon found themselves right in the center of Canterlot.

"Well," remarked Adrian. "That was easy. Too bad my daughter can't be here to see this for herself."

But Adrian didn't have time to dwell on the matter as he was forced to follow his new comrade around, searching for the Guardians of the Galaxy.

…

Back in his lair, Grogar was watching his new minions enter Canterlot from his crystal ball.

"Very good, you've found your way inside," he chuckled. "Now, while you spy on your son and his friends, Ego, I've got a more important matter to discuss with Thanos."

Approaching a large cave, Grogar flashed his horns and a low growling sound was heard from inside the cave. A few moments later, his pet grizzly bear, Scarface, emerged from the shadows.

"Ah, Scarface, my pet," he said. "It won't be long before we pay ourselves a visit to Thanos and get what we both want: I, his power and you, his rotting corpse for you to feast upon."

Stroking the chin of his pet, Grogar couldn't help but look forward to the moment where Thanos would be before him and he would be the one to finish Thanos off once and for all.

…

At about this time, Princess Celestia led her newfound guests to the throne room, having absorbed what she had just heard. But, Luna had her reservations.

"Sister," she whispered to Celestia. "Do you think this might have had something to do with Hela?"

"I have no doubt that it might be related to it, Luna," Celestia whispered back. "If there is any indication, I might have feeling we are dealing with more than just the return of Sombra and this Thanos creature. In fact, I'm beginning to wonder if our new security measures aren't enough."

Remembering how the installation of their new security measures went, Luna merely looked away in disgust.

Entering the throne room, Celestia gathered everyone around.

"All right," she said. "It appears to me that this Thanos is more of a threat than anything we have heard of before. However, I feel that Sombra might also return and more than likely he will be targeting the Crystal Empire again."

"The what now?" asked Rocket.

"The Crystal Empire, where our niece, Princess Cadence, her husband, Shining Armor and their daughter, Flurry Heart rule over," replied Princess Celestia. "Mr…Star Lord, do you think that you and your companions can…?"

"Hold on a minute," interrupted Quill. "Mr. Star Lord? Just Star Lord is fine."

"We can defend your niece's empire," said Thor. "By the name of Asgard, Princesses, you have my word."

Suddenly, the royal sisters were stunned to hear what had just been said.

"Thor? Is that you?" asked Luna.

"It is," answered the God of Thunder. "Sorry, for not being myself. I'm not used to being a pony like yourselves."

"Very well, then," said Celestia, firmly before turning her attention to Sunset Shimmer and Tempest Shadow. "You shall lead in the defense of the Crystal Empire. As for you two, you shall remain here and help us defend Canterlot even further."

Acknowledging the order, Sunset and Tempest accepted their assignment and using their magic, Celestia and Luna transported Thor and the Guardians minus Bruce and Nebula to the Crystal Empire. Almost as quickly as they left, they were all in the presence of the Crystal Empire's gates.

"This is it?" Rocket asked. "Wow, it reminds me of one of those planets we visited."

"I am Groot," gasped Groot.

"Guess we'd better get inside then," said Quill and they all proceeded into the Crystal Empire, anxious to meet the ponies that they were sent to protect from the approaching storm that was to come…

Chapter 20: "A Strange Victory"

At the battle of the sanctum, the Avengers and Thanos were evenly matched, with no sides taking losses. But now the six Equestria Girls were joining in the fight, determined to save their friends and families by any means necessary.

"You want our powers, Thanos?" cried Sci-Twi, her powers at full strength. "Then, you have to kill us to get them!"

"Yeah," added Pinkie Pie, not wanting to repeat the word Sci-Twi said. "What she said!"

"Then, let's go!" cried Rainbow Dash as they all charged at Thanos, who could only produce a small smile of amusement and swinging his sword, managed to send them all flying onto the sanctum's steps.

"You're so weak," Thanos laughed as he raised his sword to strike them, only to have the sword taken from him by Dr. Strange. Growling, Thanos snatched back the sword from Dr. Strange and punched him to the ground. "As are you, wizard."

Dr. Strange didn't take this lying down and proceeded to fire a blast of magic at Thanos, which he quickly deflected off of him. Getting back to their feet, the Canterlot High girls attempted to get back at Thanos, but were soon confronted by the Crystal Prep girls.

"Hello, Sci-Twi," hissed Sunny Flare, a brash smile on her face.

"Sunny Flare, snap out of it!" cried Sci-Twi, but the brainwashed Sunny Flare wasn't going to have any of her former classmate's sympathy. "Look at me, it's me, Twilight!"

Each of the Equestria Girls tried to come to Sci-Twi's defense, but were outmatched by the other Crystal Prep girls.

"You shall serve Thanos well," said Sour Sweet, punching and beating Rarity in whatever part of her body.

"Help them!" shouted Dr. Strange to Ant Man, who managed to subdue several brainwashed students.

"Got it, Doc!" Ant Man called and activating his suit's powers, shrunk himself down to the size of an ant and leapt onto Sunny Flare as Sci-Twi tried to keep getting through to her fellow classmate. As Sunny Flare prepared to strike another blow on Sci-Twi, she suddenly heard a voice in her ear.

"Hello, Sunny Flare," Ant Man said. "This is your conscience speaking. You know, you should really leave Twilight alone."

"I have no conscience!" she screamed and reached into her ear, picking up Ant Man.

"Shit, she guessed me!"

And Sunny Flare threw Ant Man away, sending him growing to his normal size and right into Bucky Barnes as he took on Lyra and Bon-Bon.

"Guess you didn't fair so well?" Bucky remarked only for Ant Man to give him a dirty look. "Yeah, the look says it all."

…

Meanwhile, Thanos continued his assault on Dr. Strange, standing between him and the portal in the sanctum. Even with Iron Man helping, it wasn't enough.

"You just don't seem to quit, don't you?" Iron Man remarked to Thanos.

"I never quit, Stark. I never quit."

"FRIDAY, how much power do I have?" Tony asked from inside the armor.

"Down 45% sir," the AEI replied.

"Shit."

Getting back to his feet, Captain America joined in the fray against Thanos just as Spider Man and Spider Woman returned to the scene, firing blasts of webbing at whoever they came across.

"Take the cheese?" asked Spider Man much to Spider Woman's confusion.

"Uh, if you say so."

Firing their webbings, they managed to strike Thanos and attempted to subdue him.

"Save your webbing!" cried Iron Man, looking up at his protégé and his wife's successor before Thanos struck him down. "Cap, go help the girls!"

Looking back, Captain America saw the Equestria Girls fighting their Crystal Prep counterparts and ran over to help.

"Don't hurt them, Cap!" said Applejack, taking on Sugarcoat by flinging magic apples at her. "They're brainwashed!"

"I get your message!" Captain America cried as he tackled Sugarcoat to the ground. But, at that moment, Sombra leapt onto the scene, pulling Captain America away.

"Hello, Captain," laughed Sombra, firing blasts of dark magic at Captain America, bruising him even more than he already was. "Nice to meet you."

Captain America stood down his foe, knowing that he needed to get to the Equestria Girls and fast.

…

…

Meanwhile, Thor and the Guardians of the Galaxy found themselves walking through the gates of the Crystal Empire.

"Seems like a happy place," remarked Mantis, looking up at the energies that flowed through the empire.

"Yeah," added Drax. "So much love flows through here, kind of like when my home world was like before Thanos destroyed it…along with my family."

"I'm Groot."

"Nevertheless," said Thor. "We must find the rulers and explain to them that…"

"HALT!"

All of a sudden, a commanding voice boomed and the group looks towards a pair of soldier ponies in Crystal Armor pointing spears at them.

"Oh great," sighed Rocket, hints of sarcasm in his voice. "This again?"

"State your business," one of the guards demanded, pointing a spear at Thor's throat.

"I am Thor of Asgard and we have come here to protect your rulers."

"Our rulers have plenty of protectors," the other guard said. "You must have another reason."

"We do not have another reason."

Suddenly, a white unicorn pony in purple armor stepped forward and the guards saluted him as he walked by.

"You must be Thor and the…Guardians of the Galaxy?" he asked in a confusing voice.

"And you are…"

"Shining Armor, Prince of the Crystal Empire. I've been expecting you."

Thor was confused.

"You…have?"

"Follow me."

"I guess we have to follow him," remarked Rocket and following Shining Armor through the empire, they all soon found themselves inside the Crystal Empire's castle.

…

Opening the doors to the throne room, the group looked towards a pink female alicorn pony standing up from a Crystalized throne. Next to her was a golden yellow unicorn pony wearing a green robe with stars on it standing beside a silver basket.

"Ooh, mama!" whispered Rocket, suddenly feeling aroused by Princess Cadence. "She's one hot pony!"

"I'm Groot," added Groot, also feeling aroused by Princess Cadence.

"Are these the ones my aunts wrote to us about?" asked Princess Cadence to Shining Armor, who nodded in reply that they were. "Welcome to the Crystal Empire. I am Princess Cadence and I see you have already met my husband, Prince Shining Armor."

"Well, we did have a bit of a hostile welcome," answered Quill. "Not that there is anything wrong with being well protected, I suppose. Anyways, I'm Peter Quill, but you can call me Star-Lord. This is my crew, Rocket Raccoon, Groot, Drax the Destroyer, Gamora and Mantis. We're also known as the Guardians of the Galaxy."

"The Guardians of the Galaxy?" asked the unicorn pony with the green robe. "Are you from outer space?"

This didn't bode well with Rocket, who was indigent with the remark.

"Of course we are from outer space, Brainiac," walking up to the pony and staring at him in the face.

"Uh," stammered the unicorn. "My name isn't Brainiac, it's Sunburst. I'm Flurry Heart's Crystallier."

"Who?"

Just then, the sounds of baby gurgles came from the crib. Looking inside, Rocket saw a light pink colored foal with a purple mane and a large head wrapped in a light blue blanket.

"That's an awfully big head for such a small fry," he said and suddenly, he noticed the blanket starting to move and all of a sudden, two very large wings broke through sending Rocket on his back. "Whoa! Whoa! That thing's a freak!"

This made Princess Cadence cross

"Flurry isn't a freak," she said sternly to Rocket while looking intently at him. "She was born that way and if you are going to protect us, you are going to have to protect her too!"

But, Drax suddenly found himself enraptured by Flurry Heart. Walking up to her, he place his hand to Flurry Heart, who grabbed it with her little forelegs. Drax couldn't help but chuckle at Flurry's playful nature.

"She reminds me of my child," he said, continuing to twist his hand around in a playful manner. "Before she was killed by Thanos."

"I'm sorry, Drax," sympathized Cadence.

"Thank you, but nothing can bring her or my wife back from the dead."

The more Drax stood before Flurry Heart, the more attached he was becoming to her.

"If there is one thing I am going to protect," he said. "It's you, my child."

…

Back in Canterlot, Adrian and Ego wandered around the streets of Canterlot, trying to find their targets.

"Where the devil can this son of mine be?" Ego asked. "Well, he can't hide from me forever."

"Either way, all I want to do is do what needs to be done and get the hell out of here," replied Adrian, causing Ego to take notice.

"You seem troubled, Toomes," he remarked. "Why?"

"Don't you understand," sighed Adrian. "I didn't want to come here in the first place. All I ever wanted was to count down the days until I am a free man. Why must I suffer to serve an old goat?"

"Grogar's not a goat, he's a ram."

"Whatever. But the only reason I swore my loyalty to him was because he would go after my family if I didn't comply."

At that moment, Ego couldn't help but complete and utter sympathy for Adrian. He was a father himself and despite the stupidity of his actions over the years, he still had affection for his son, Peter.

Nevertheless, they had a job to do for Grogar, who was continuing to watch their every move from his crystal ball and at the same time, he was quietly chanting an incantation.

…

At that moment, Thanos continued his onslaught on Iron Man and Dr. Strange as he tried desperately to reach the doors to the sanctum and thus, the portal to Equestria.

"You can't keep me from my destiny forever!" Thanos declared. "I can keep fighting like this forever."

"So…can we," coughed Tony, his face showing through his damaged helmet. "I'm getting into heaven and you are not going to stop me."

"You are a spirit," Thanos remarked. "Then I shall send you back to where you came from, Stark!"

Taking his sword, Thanos stuck the blade through Tony's stomach, causing him to groan loudly.

"TONY!" screamed Rescue, only to be confronted by the Dazzlings.

"That was foolish," gasped Tony. "I don't feel any pain, Thanos. I guess that is one of the benefits of being a spirit, isn't it?"

Thanos watched in disbelief as his sword fell onto the Sanctum's steps.

"You…stay alive," he whispered. "How?"

For a full minute, Thanos stared in disbelief. Suddenly, he let out a loud scream of pain as he fell to his knees, panting profusely. But, Tony didn't see it.

"Are you really that upset you weren't able to kill me?" he remarked sarcastically, but Dr. Strange saw it differently.

"He's in pain," Dr. Strange whispered, noticing the way Thanos was moving. "Something is causing him great pain."

At that moment, Sombra also felt the pain as he fought Captain America. Just before he could fire another blast of dark magic, the former ruler of the Crystal Empire fell on his hands and knees, roaring in pain. What was more was the brainwashed starting to falter.

"What is happening?" Black Panther asked as several brainwashed people fell on their hands and knees.

"What the hell?" Scarlet Witch wondered as the Dazzlings felt weak.

"I…feel…pained!" Adagio screamed while clutching her chest tightly. "What's happening to me?"

"Whatever it is, it's making me go NUMB!" screeched Sonata. "HELP ME!"

The screaming continued and all of a sudden, Hela, Loki and Red Skull began to disappear.

"Grogar is summoning us back to his lair," Hela said.

"But why?" wondered Loki. However, before his question could be answered, they all disappeared.

Suddenly, Thanos also began to disappear as black magic began to consume his body. Looking back up at Tony, Thanos kept his eyes on him as he slowly disappeared from view along with Sombra.

"Okay, this is weird," said Peter Parker, removing his Spider Man mask. "What the hell is going on here?"

No sooner did he say that did the brainwashing began to also disappear from the mind controlled army.

"What…what happened?" wondered Sour Sweet, free of the mind control spell along with the rest of her fellow Shadowbolts. "Where…where are we? Twilight? How did I get here?"

But Sci-Twi didn't say anything. The battle at the Sanctum was over and the Avengers had won…thanks to Grogar.

…

Chapter 21: "Grogar Kills Thanos"

It was over. The Avengers had defended the sanctum and protected Equestria from Thanos, but no one had any idea how or what just happened. But all those on Thanos' side except for the brainwashed citizens of Canterlot High found themselves right back in Grogar's lair. Opening his eyes, Thanos found himself bound and chained to a wall, his wrists and ankles shackled.

"What…what is this?" he muttered, trying to free himself from his bonds. "Who brought me here? RRR, SHOW YOURSELF!"

No sooner did Thanos yell loudly did the sounds of hoofbeats come slowly towards him. The group of bright yellow orbs around the creature's neck gave Thanos confirmation that he was dealing with someone of great evil.

"Welcome Thanos," Grogar chuckled. "I trust you like the accommodations I have provided for you, yes?"

"Who are you? What do you want with me?"

"You may call me…Grogar," Grogar said. "First Emperor of Equestria and father of all monsters. As for what I want with you, it's really very simple."

Still, Thanos remained defiant, trying to free himself from his bonds.

"I want your infinity gauntlet."

"Why?"

"For my own reasons, of course. Conquering Equestria as my own, all the basics. But, I can't have opposition from anyone, especially you."

"You shall never get control of my gauntlet," Thanos snapped. "It is mine and mine alone!"

Grogar focused all of his attention on the Gauntlet, smiling sinisterly and dreaming of the possibilities he could have with the power of this great weapon.

"Well, what if I had a pawn brought into this game?" remarked Grogar and activating his magic, showed Thanos visions of his two daughters, Gamora and Nebula. "Or better yet, two pawns."

"Leave them alone!" Thanos cried.

"Why shouldn't I leave them alone?" laughed Grogar, causing the visions to disappear. "You never really cared for them and merely used them for your own gain. Maybe once I make them a part of my plan, they can serve me better than you!"

Suddenly, Thanos noticed Grogar's horns turn from a gold aura to a red aura and he knew what was about to happen.

"What…what are you doing?" Thanos cried.

"Putting you out of your misery…forever!"

And all of a sudden, Thanos felt a sharp pain in his chest that grew more and more. He let out several sharp gasps and with one final popping eye gaze to the ceiling of Grogar's cave, he out one final cry and fell limp.

With a sinister look of evil on his face, Grogar towered over the dead Thanos holding a red object that he had removed from Thanos's body, along with the infinity gauntlet Stamping his front left foot, Grogar heard a low growling noise come up from behind him as Scarface made his presence known, eagerly awaiting the moment to start feasting.

"Scarface…" Grogar chuckled, looking over Thanos' dead body one last time. "Dinner."

And Grogar watched his pet grizzly feast while he prepared to move forward with the next part of his plan…

TO BE CONTINUED IN PART 2

Chapter 1: "After the Endgame"

King Sombra could not believe what he was seeing before his eyes. Twilight Sparkle and her friends had somehow gathered the power of their destroyed elements and were now about to use them to defeat him.

"This…is not possible," he gasped, a horrified look on his face while looking up at the ball of energy they were all encased in. "Your magic cannot defeat mine! I DESTROYED THE SOURCE OF YOUR POWER!"

"You can't destroy our friendship, Sombra," said Twilight.

"And we keep telling bad guys," added Rainbow Dash.

"But, y'all just don't seem to remember," added Applejack.

"FRIENDSHIP IS MAGIC!" they all cried out.

Sombra's last desperate attempt to break through their sphere failed and could only watch in horror as the energy destroyed his body and erased his dark magic on Equestria.

Screaming, Sombra suddenly found himself no longer in Canterlot and was once again back in an all too familiar place: a void that was nothing but darkness. Only his glowing green eyes, red horn and purple eyebrows remained. It was a place that was deathly quiet, but Sombra wouldn't be alone for long. A cackle sounded, revealing a pony like creature made up entirely of shadow.

"Welcome back, King Sombra," the creature laughed, gloating at Sombra in the eyes. "It appears that you shouldn't have left Grogar's ranks after all."

Sombra said nothing, looking away from the creature.

"And now you are back here in limbo with me, the pony of shadows! Hopefully this time, for eternity."

Still, Sombra ignored the shadow pony, choosing instead to reflect on what just happened to him.

"It appears that Grogar won't bring me back now," he said to himself. "But, that doesn't matter. I still refuse to do ours, only mine."

"And it backfired," cackled the Pony of Shadows, looking at Sombra in the face. "Face it, King Sombra, you are nothing more than a floating entity like the rest of us. Get used to it!"

"I will NEVER get used to it!" retorted Sombra. "NEVER!"

Suddenly, they heard a low moan, almost coming from a spirit in pain.

"Who is that?" wondered Sombra.

"Oh, just your new limbo mate, King Sombra," said the Pony of Shadows, looking at a purple cloud forming in front of them. "He just got here. I'll tell you what, why don't I leave you two to get acquainted? I'm sure that you both…have a lot in common, don't you?"

Laughing, the Pony of Shadows disappeared leaving Sombra alone with the purple cloud. Two eyes appeared in the cloud and then arms, one of them possessing a golden glove on the right hand. Sombra watched as the purple cloud formed further and further, taking the form of a hulking humanoid shape.

"What are you looking at?" the creature asked, his head slowly tilting off of his body. "He went for the head like I told him."

"Um, I don't understand," Sombra replied. "Who did you tell to go for the head?"

"Thor of Asgard."

"Is he a pony?"

The creature's eyes widened with surprise, almost as if Sombra didn't fully understand of his situation.

"A what?"

"It seems you have never heard of Equestria," remarked Sombra.

"I have not. All I care about is bringing balance to the universe and thanks to the infinity stones, I was able to do it."

"Balance?" wondered Sombra. "Who…who are you?"

"You may call me…Thanos, father of Gamora and Nebula and savior of the universe."

Right away, Sombra couldn't help but feel intimidated by the presence of this creature. All he wanted was to rule Equestria, but he couldn't help himself but have a feeling, a feeling inside of him that was telling him that something about Thanos was bad.

"I am…King Sombra, ruler of the Crystal Empire in Equestria," he said, awkwardly. "Or at least I was until recently."

Thanos chuckled to himself upon hearing Sombra speak, knowing that he had found himself a pawn in whatever plan he was cooking up.

"So you say?" Thanos remarked. "Like you, I am not a king, but a simple creature who has a dream….that can never be fulfilled because I am no longer alive."

"What is that?" Sombra asked, pointing towards the charred gold glove on Thanos' right hand.

"This…is the infinity gauntlet," Thanos replied, showing the glove off to Sombra. "The one weapon that gave me my victory over the wretched Avengers."

"If you don't mind me saying….this looks as if it is destroyed," Sombra remarked. "Why do you still wear it if it is destroyed?"

"Because of as a reminder of my greatest triumph, King Sombra. Although, I would like nothing more to create a universe of my own vision. That would put…a smile on my face."

For that very moment, Sombra couldn't help but admire Thanos' goal. Thanos had a vision to change for the better and Sombra had a vision to rule Equestria by his own vision. The two of them were sharing the same goal.

"Well, I will say that we certainly aren't going to get our goals accomplished by being in here," said Sombra, now onboard with Thanos. "We must return to the living at once. I have a way for us to escape, but it is going to take some contribution on your part."

"The infinity stones may have been destroyed by me," said Thanos, suddenly producing a gold shimmering light that engulfed the infinity gauntlet. "But their energies allow me to bring them back as needed."

Suddenly, the Pony of Shadows appeared, having been alerted by the glowing light caused by the infinity gauntlet.

"What are you doing?" the shadowy creature cried out. "Don't you even think about escaping again, Sombra!"

"That's what you think," Sombra replied defiantly, charging at the Pony of Shadows striking him with his red horn. But, the Pony of Shadows wasn't going to go down easily and fired a blast of shadow magic at Sombra, only to be deflected by a shield spell by Sombra. Using the gauntlet, Thanos engulfed the Pony of Shadows in a hold while Sombra used his horn, striking him several times. As the Pony of Shadows cried out in pain, Thanos snapped his fingers, sending him and Sombra out of Limbo. When he opened his eyes, the Pony of Shadows frantically looked around, but both Sombra and Thanos were gone. Angered, he let out a loud roar in defeat.

…

…

Meanwhile, in the entity known as Purgatory, souls of the departed waited for their judgement day on whether they go into heaven or hell. Among those was the human that was billed as the Universe's Greatest Hero.

"Even though I saved half the universe, I still have to play by the rules on whether I go to heaven or hell."

"It's the same with everybody, Tony," said a young woman with red hair. "We all have to go through judgment, even those who are named Tony Stark."

"Yeah," Tony sighed, lowering his head down. "I'm just hoping to get into heaven and wait for Pepper and Morgan to one day join me."

"They will, Tony. These things just take time, unfortunately."

The words of his fellow deceased comrade didn't bring any consolidation to Tony's mind. He was dead, despite the fact that to him, Thanos was defeated once and for all.

"Still, I stopped a genocidal nutjob, Natasha. I deserve a little recognition for what I have done."

"Maybe there is one little test that we both have to take or something," suggested Natasha, much to Tony's chagrin. "I mean, God works in mysterious ways, doesn't he?"

At that moment, an angel flew over the crowd of souls and looked down at Tony and Natasha.

"Anthony Edward Stark?" the angel asked.

"Do you see anyone else named that?"

"Your judgment is upon you."

This gave a sense of hope to Tony, knowing that at least in his mind, he would be entering heaven's gates before he knew it. Instead, he found himself in a secluded room with only a hulking figure sitting at a small table.

"Sit down, Anthony," he said.

"Yes, uh, of course, St. Peter," Tony replied, sitting down in front of him. "You know, it's not every day that I get to meet someone who was Jesus' second-in-command."

"So you say, Anthony," remarked St. Peter. "It appears that now is the time for you to have your judgment passed onto you."

"And?"

"Despite the sinful actions you had caused in your earthly life, you have earned the right to enter heaven gates."

"Thank you," Tony cried excitedly, reaching out to shake St. Peter's hand. "Thank you so very much!"

However, St. Peter pushed Tony's hand away much to his surprise.

"But, there is an urgent matter that must be attended to. We had received word from our junior spirits that a creature called Thanos has escaped!"

With those words, all of Tony's excitement quickly disappeared.

"Are you sure about that, St. Peter?" he asked. "Or is this some kind of sick joke you are trying to pull on me?"

"It isn't a joke, Anthony. This creature escaped from Limbo and is now back to life. As you know, the master requires a test of character in order to be placed into heaven. Your test of character was to defeat Thanos once and for all."

"But…but I don't understand, Thanos should have been destroyed once and for all, St. Peter!" protested Tony, who then suddenly got an epiphany. "Unless…it was the past Thanos we destroyed and the real Thanos is still alive."

Tony felt sick to his stomach upon realizing what was happening. Thanos was alive, the real Thanos who had snapped the gauntlet in Wakanda.

"Oh my God."

"And unless you stop him," cautioned St. Peter. "Thanos will cause an effect that will affect both above Earth, on Earth and under the Earth. You must stop him, Anthony, at all costs."

"But, are you going to send me alone?"

"No, Anthony," replied St. Peter and he directed Tony to the door where another angel brought in Natasha. "You shall not be going on this quest alone."

…

…

Meanwhile, it took a few moments, but both King Sombra and Thanos found themselves out of Limbo. However, upon opening his eyes, Sombra realized that he wasn't in Equestria. In fact, he wasn't even a unicorn anymore!

"What…what have you done to me?" he cried, turning around to look at Thanos, who was no longer a titan, but a human. "For that matter, what did you do to yourself?"

"Why, I have just only enforced the first part of our plan, Sombra," he explained. "Look down at the water."

Sombra looked down and his fears were confirmed: he too, was a human with his colors and his cape still on him.

"I look…different."

"Only for a short period of time, Sombra. Until we get what we came for."

"And what is that?"

Peeking through the bushes, they saw a teenage girl walking along the side of a road heading towards a school.

"Do you know who that is?" Sombra asked Thanos.

"She is a former student of your kingdom's current ruler, Princess Celestia," guessed Thanos, much to Sombra's shock and amazement.

"How do you know that?" he asked and Thanos produced his infinity gauntlet once more with a glowing green light coming out from one of the holes.

"I have ways of learning about the enemy," Thanos chuckled. "Now, you are going to follow my instructions very closely if both of our ambitions are to be satisfied."

…

…

Chapter 2: "Something Doesn't Seem Right About Him"

Sunset Shimmer arrived at Canterlot High completely unaware of the stalking going on behind her and her Canterlot High friends. In fact, she had something else on her mind.

"Hey Sunset," said Rainbow Dash, arriving at her locker. "Looking forward to seeing Power Ponies: Endgame this week?"

"Can't wait, Rainbow Dash. It'll be nice to finally get to see how the Mane-iac get beaten. I want him to pay for killing half of all life in the universe."

"You and everyone else here in Canterlot High. I actually have my Zap costume all set up. Too bad I can't show my shield."

"I'm pretty sure it isn't any different than the real thing," chuckled Sunset. "Either way, we're showing our Marvel pride."

The two friends went off to their first class just as the humanized Sombra and Thanos approached edge of the school and hid in the bushes.

"What are you proposing to do?" whispered Sombra to Thanos.

"We need more power for the gauntlet," answered Thanos. "We need the power that the former student has along with her friends. But, only if you get…close enough to them."

It was apparent to Sombra what he needed to do. He needed to get close to Sunset and her friends and allow Thanos to take their magic. But there had to be a way to properly do it.

"Tell me, what is that?" Thanos asked, seeing a notice on the entrance doors.

"It seems like they are looking for a teacher," answered Sombra. "In…social studies."

"Then why don't you get this job?" suggested Thanos. "You can get close to Sunset and her friends then."

The more Sombra thought about it, the more he also began to picture himself not as a teacher, but as a principal. He needed an army and there was no better army than an army of teenagers.

"I can get us more than magic," Sombra said, trying to get out of the bush only to be stopped by Thanos. "Come, let us prepare."

"Why should you prepare?" asked Thanos, holding Thanos by the scruff of his cape. "You are a king, you can command for anything you desire."

He then look down at what Sombra was wearing. He was wearing a human business suit, but the cape and the crown were a dead giveaway.

"Hmm, I can see your concerns," muttered Thanos allowing Sombra to remove his crown and cape. "Now, you are like one of them, Sombra. Go and make yourself known."

Climbing out of the bushes, Sombra dusted himself off and walked towards the door where a guard stopped him from going inside.

"You got to have a pass to get in, sir," the guard said.

"Uhhh…" muttered Sombra, trying to figure out what to do. From behind the bushes, Thanos used the magic inside the gauntlet to magically give Sombra a pass, handing it to the guard. "Here is my pass."

Taking the pass, the young guard began to notice that something was off about Sombra.

"Flash Magnus," called a light blue colored female human. "What is going on here?"

"He says he is here to interview for the social studies teacher position, Vice Principal Luna," answered Flash Magnus. "I was…just asking him for a pass."

"Thank you, Flash Magnus," she said, motioning for Sombra to follow her. "I will take it from here. Follow me."

Entering the school's main office, Sombra followed Vice Principal Luna into the office of a female human with light skin and dressed similar to Vice Principal Luna.

"So you are here to interview for the vacant Social Studies teacher position, yes?" the Principal asked.

"That is correct," answered Sombra, hiding his true intentions. "I am a previous teacher at another school in this area."

"Indeed," remarked the principal. "I'm Principal Celestia, head of Canterlot High School. I trust you've met my sister, Vice Principal Luna."

"I have."

"Now, were you a recent teacher at Crystal Prep? Teaching Social Studies?"

Of course, Sombra had to remember that he hadn't been here for very long and he had never been in the human world before.

"Why do you ask?"

"You…just mentioned it, Mr. Sombra," said Vice Principal Luna, feeling slightly confused while Sombra was beginning to feel nervous of his true motives being uncovered.

"Uh, yes," Sombra said, quickly correcting himself. "Terribly sorry about that. I'm just a…little nervous."

"Don't be. We can't have our teachers show fear in front of our students."

"Easier said than done. Uh, forgive me," stammered Sombra. Little did he know however that he was getting help from a power source that only Thanos held in his grasp.

"Are you more than willing to be a teacher here?" asked Principal Celestia.

"I am," answered Sombra, his mind suddenly becoming more and more at ease. "And I am willing to teach your students great things."

But the sisters weren't convinced. To them, there was something off about Sombra that caused them to have serious doubts.

"If you say that you are willing to teach our students," said Principal Celestia. "Then, I am willing to give you a trial run. Can you start tomorrow?"

"Of course, I can," said Sombra, rising to his feet and shaking the principal's hands. "You won't be sorry."

…

As they watched Sombra leave, both Principal Celestia and Vice-Principal Luna had their doubts on the matter.

"Something doesn't seem right about him," said Principal Celestia. "I've been to Crystal Prep plenty of times and well, I've never seen Sombra before."

"We're definitely going to have to get to the bottom of this," remarked Vice Principal Luna, immediately going to a loudspeaker on her sister's desk. "Twilight Sparkle, report to the principal's office immediately."

"Why are you calling Twilight?"

"Because as a former student, she can tell us if 'Sombra' really taught at Crystal Prep."

…

Outside the school, Sombra dashed outside where Thanos was waiting.

"They hired me right on the spot," he whispered, excitedly.

"Excellent," whispered Thanos, looking at his infinity gauntlet. "Soon, we will get what we want and have an army to kill two birds with one stone."

"But, the principals were almost onto me," remarked Sombra. "They almost saw through my guise."

"That is because I have powers beyond your wildest imagination, Sombra," answered Thanos, activating a gold light that emerged from one of the spots in the gauntlet. "With the mind stone, I can control minds at random and I used the stone's energy to make the principal's hire you."

…

"What's going on?" Sci-Twi asked with a look of confusion on her face as she walked into Principal Celestia's office. "You said you both wanted to see me about something."

"Yes, Twilight Sparkle," replied Vice Principal Luna. "Sit down."

"Twilight," said Principal Celestia, gesturing for Sci-Twi to sit down in front of her desk. "When you were at Crystal Prep, do you recall having a social studies teacher named Sombra in any way?"

A look of confusion befell upon Twilight's face.

"No, I don't think so. Why do you ask?"

"There was a man applying to be a teacher and he claims to have taught at Crystal Prep."

"Indeed," muttered Sci-Twi. "If he was teaching, it was probably after I transferred here. You can ask Principal Cadence about it and besides, she might have a better answer than I do."

"Thank you, Twilight," answered Principal Celestia. "You may go back to your class and tell Miss Cheerliee I apologize for having to pull you out."

…

Once Sci-Twi was gone, Principal Celestia got on the phone and called Crystal Prep.

"Cadence?" she called once an answer went through. "It's Principal Celestia, how are you?"

"Um, fine, I guess," replied the young principal, sitting in her office. "What can I do for you?"

"Just a quick question, Cadence," explained Principal Celestia. "We just had someone in here interview for a vacant social studies teacher position and he claims to have been a teacher at Crystal Prep?"

The baffled Principal Cadence immediately rummaged around in her desk trying to find faculty files, but found nothing.

"What is the teacher's name?"

"Sombra," answered Principal Celestia.

"I'm sorry, there is nothing on Crystal Prep having a teacher named Sombra," sighed Principal Cadence, much to the worry of the sisters.

However, Thanos was quick to detect what was happening.

"What is wrong?"

"Another school principal is trying to blow our cover," cried Thanos, activating the energy of the mind stone once again, this time trying to control Cadence's mind.

…

"Oh, wait," said Principal Cadence, pulling out a blank file. "There is a binder here that says there was a Sombra who taught here and he seems to be very good with the students. I think you've got a good teacher joining your ranks."

But the Principal sisters were unconvinced.

"Well, okay, if that's what you found out," said Principal Celestia worriedly. "Thanks, Cadence."

"I don't believe a word of this, sister," remarked Vice Principal Luna. "Not a single word."

…

Later at lunch, Sci-Twi was sitting with the rest of her friends trying to process what had just transpired.

"A new social studies teacher?" remarked Sunset. "Since when did that announcement come?"

"I don't know, but both Principal Celestia and Vice Principal Luna were concerned," said Sci-Twi.

"Well, maybe its just some guy that intimidated them or something," said Rainbow Dash. "Besides, we got to start looking forward to seeing Power Ponies: Endgame."

"I agree," said Applejack.

"Positively," added Pinkie Pie while Fluttershy and Rarity silently nodded in reply.

However, Sci-Twi couldn't help but feel concerned about what had transpired earlier in the day and in fact, even Sunset was feeling slightly concerned.

"Look, I don't know about you guys, but I have very bad feelings about this," said Sci-Twi. "Doesn't it seem a little odd that a new teacher would come in so quickly?"

"I agree with Twilight," added Sunset. "I think its best we keep on our guard until this matter is resolved. If anything, this so-called Sombra might be after Equestrian magic."

…

Little did Sunset know at that very moment, both Thanos and Sombra were listening into her conversation through the mind stone.

"She is definitely Princess Celestia's former pupil," said Sombra. "And the one with the most Equestrian magic in this world."

"Good, once you are placed in the school, I want you to stalk them until their magic is in our possession, understand?"

Sombra nodded and the two of them retreated from the school and back into the woods.

…

…

Meanwhile, at his sanctum in New York City, Dr. Stephen Strange and his assistant Wong were responding to a strange summons from the cauldron of cosmos.

"What is it?" asked Wong, as the cauldron moved around slightly.

"I don't know," answered Dr. Strange, activating his magically powered hands. "But, be prepared in case something comes out."

The cauldron moved more and more slightly and then finally, a flash of white light covered the room and a few moments later, an all too familiar red armored hand stuck of the cauldron, causing both Strange and Wong to become shocked.

"Impossible," gasped Dr. Strange. "It can't be possible. Tony Stark?"

"Doctor," Tony replied, stepping out of the cauldron. "Look, I…I know this is a bit of shock for you, but…"

"How could you be brought back to life?" he asked, a look of sheer shock on his face. "You are not a modern day Jesus and you know it."

"Look, I'm just as confused about all of this as you are," Tony said. "To put it simply, I was in purgatory and…"

"And what?"

Tony stammered for a moment and after a deep sigh, he finally gave his answer out.

"I was sent here," he said as Natasha Romanoff climbed out of the cauldron of cosmos. "Because it seems that the Thanos I killed was just a past Thanos."

Both Strange and Wong gave each other worried looks on their faces, but allowed Tony to continue to speak.

"And?"

"The real Thanos, the one that caused half of life to be extinct," Tony answered as Natasha walked next to him. "He's back from the dead and looking to finish what he started…unless we stop him."

Chapter 3: "Thanos Recruits the Dazzlings"

"All right, I don't understand aside from the fact that you supposedly came back from the dead," said Dr. Strange, pacing back and forth in front of the resurrected Tony Stark. "That the Thanos you snapped away is in reality, a different Thanos. How could this happen?"

"Trust me, I'm just as confused about this as you are," replied Tony, shrugging his shoulders. "Either way, I don't enter paradise until Thanos is completely dead once and for all."

"And neither do I," added Natasha, much to Dr. Strange's confusion and causing Natasha to quickly correct herself. "I'm Natasha Romanoff, by the way."

"Dr. Stephen Strange of the Mystic Arts," replied Dr. Strange, shaking Natasha's hand. But despite the introductions, there was plenty of work that needed to be done. "Now, what are we going to do? It's clear to me that we need to get everyone assembled."

Strange looked at Tony for a possible solution, but he got nothing.

"Well, as far as I'm concerned," answered Tony, rubbing his face in his hands. "We need Rogers, Barton, Parker, Quill, Build a Bear and their people…"

"Wait," interrupted Strange. "Build a Bear?"

"There is a talking raccoon that worked with us while you were away," corrected Natasha. "Named Rocket."

"Okay, Rocket," continued Tony. "All I'm saying is we need to get back together again and go after Thanos, the Thanos who snapped you doctor and 50% of the universe away, not the one we faced that decimated our home base. As leader, I will go and get everyone…"

But Strange interrupted Tony again.

"There is a problem, Stark," he said. "You're dead. How is anyone going to see you alive and well? I'll go and do the recruiting."

This made Tony sigh heavily and sit down on the sanctum's stairs.

"There has to be a way for me to be physical again," Tony sighed. "But, I doubt there is anything you can do about it, Doctor."

"I'm a wizard, not Jesus Christ and you are Tony Stark, not Lazarus."

It was then that Natasha got herself an idea.

"We don't need to be physical, Tony," she said, getting up from her sitting spot. "We're floating spirits and can communicate with the living. The one downside is that it has to be with those we were very close with."

Tony realized at that moment Natasha was right.

"Besides, I've been meaning to visit Bruce and Clint for a while now," she continued.

"You might as well go at once," advised Dr. Strange. "In the meantime, I'll spread the word to those of whom you don't know very well or have very ill feelings against you."

Activating his magic, Dr. Strange stepped through the portal and disappeared, leaving Wong alone with the spirits of Tony and Natasha.

"What are you going to do, Wong?" Tony asked.

"Might as well stay here and guard the sanctum," answered Wong, shrugging his shoulders as Tony and Natasha disappeared from Wong's view.

…

Back at Canterlot High, Sombra arrived the next morning, but he wasn't there to teach full time. Arriving into the school, he made his way over to his assigned classroom, but kept his eagle eye on Sunset Shimmer and her friends.

At the same time, Thanos remained hidden from view as he made his way around town, studying the area he was in.

"Excuse me sir," said a passerby. "You seem to be new here and are lost. Need any help?"

Thanos realized at that moment that his cover was about to be blown and using the gauntlet, he blanked the passerby's mind.

"Uh, I guess you're familiar with the place," the passerby said as he walked gingerly away.

No sooner did the passerby leave did Thanos detect a source with his gauntlet. The gauntlet led him towards a back alley way and in that alley way, he heard the sounds of moaning coming from behind a large box. Snatching the box away, he saw a yellow skinned girl with large red hair dressed in an outfit that had long been ruined, eating on a moldy sandwich. Yelping, the girl crawled away, accidentally knocking over a pair of trash cans.

"What do you want with me?" the girl whispered, her voice filled with fear. But, Thanos just stood there. "I don't have anything to give you, so just go away!"

Still Thanos stayed where he was.

"I won't hurt you, child," he said, bending down to the girl's level and extending out his hand. "You seem to have suffered a lot. What is your name?"

Before the girl could answer, Thanos suddenly felt something in her brain. Using the mind stone, Thanos detected strange vibes in the girl's mind.

"What are you doing?" the girl whimpered.

"I sense something of great power," Thanos replied. "You seem to not…be of this world."

"What does that mean? How do you know I am not of this world?"

"Because I can feel it," Thanos answered, taking his hand off of the girl's forehead. "You are not a human, but a different creature called…a siren."

The girl gasped, shocked at her true identity being revealed.

"Tell me again, what is your name?"

"Adagio, Adagio Dazzle."

Just then, he suddenly heard a pair of footsteps walking towards them. Turning around, he saw a purple skinned girl and a blue skinned girl enter the alley way. Both were startled when they saw Thanos.

"Hey, get away from her!" cried the purple skinned girl, getting into a combat stance.

"Yeah, what she said!" added the blue skinned girl.

Both charged towards Thanos, but Thanos was seemingly prepared. Using the infinity gauntlet once more, he stopped the two girls from moving any further. He then detected similar brain waves from these girls as well.

"Don't you hurt them!" cried Adagio, but Thanos turned towards her and smiled sinisterly. Placing his hands on the two girls, he detected the brain movements equally as strong as Adagio's. Sensing this, he released the two girls from his gauntlet's control, sending them both onto their knees.

"You share the same power as these two," Thanos remarked to Adagio. "A power far greater than anything I have ever encountered before."

"I don't know who you are," snarled the purple skinned girl, rising to her feet. "But, you'd better leave us alone right now!"

"Wait, Aria Blaze!" cried Adagio.

"But, Adagio, he's a big meanie!" cried the blue skinned girl.

"He doesn't seem all that violent to me," remarked Adagio, rising to her feet and smiling softly. "In fact, he knows who we truly are."

Adagio's companions slowly walked forward and all gathered around Thanos to hear what he had to say.

"I do know who you all are," explained Thanos. "You all are creatures of great power, feeding on the anger and pain of others to increase your own. What if I be the one to help you get back to your home?"

"He scares me," whispered the blue skinned girl to Aria Blaze, who didn't have any tolerance for her friend's fear. "Aria!"

"You'll have to excuse Sonata Dusk," remarked Adagio while giving the blue skinned girl a hard stare. "She can be quite a crybaby sometimes."

"It's all right to be afraid," said Thanos, turning around and bending down to Sonata's level. "All of the lands I have conquered had children whose faces are filled with fear. In fact, my adoptive daughter was from those lands."

"We…are you sure you really had a daughter?" whimpered Sonata Dusk. "Is she like you?"

Aria silenced Sonata by placing a hand on her mouth.

"Not another word out of you, Sonata!" barked Adagio. "What's in it for us?"

"Swear your allegiance to me, Thanos, and I shall help you gather enough power to return to your home."

"But, our pendants were destroyed by Sunset Shimmer and her friends," replied Sonata. "We feed on hate from those around us and…"

Activating the time stone in the gauntlet, Thanos produced a power that magically restored three red pendants to the three girls.

"But, how?" wondered Adagio, amazed that her pendant was restored.

"Like I said, my children," replied Thanos. "I have powers that are beyond your imagination and when all is said and done, everything that you love will be yours. Now bow and swear to me, your lord and master, Thanos."

Acting on his words, the three girls each got down on one knee and swore their loyalty to their new lord and master.

…

Back at Canterlot High, Sombra walked into his assigned classroom and looked at the students present. He heard one of them coughing and was quick to act.

"SILENCE!" he screamed, shocking the students sitting in front of him. "You are here because you have abused your way of life and have DISGRACED THE NAME of Canterlot High School."

A look of confusion befell upon the students faces.

"Now, I know some schools where they have their students take tests like intelligent human beings," Sombra explained. "Well, that's not the way we do things in this class! As far as I'm concerned, you are all WILD PIGS!"

"I'm a wild pig," cried Snips, one of the students.

"SILENCE!" shouted Sombra, getting the attention of the students once more and slapping the riding crop he had in his hands. "There will be no talking whatsoever. I will not tolerate eating food of any kind. Blowing your nose is STRICTLY PROHIBITED!"

Snails, who had been blowing his nose, was left with no choice but to swallow the snot he tried to blow out.

"Now, let us review the BASIC! ELEMENTS! OF! SOCIAL STUDIES!"

The sounds of Sombra's screams could be heard from other classrooms and in another class, Cranky Doodle was getting annoyed.

"What is with this new teacher?" he asked himself, before turning to his class. "Do any of you have him as a teacher?"

"Um, he is supposedly the new social studies teacher," remarked Sunset. "A bit over the top, don't you think?"

Sunset could only imagine what was going through her mind at that moment.

…

…

Later that day after school was over, she gathered her friends in the computer lab to discuss what was happening.

"The more I think about it, the more I am convinced that this isn't just your ordinary teacher," she said.

"Oh, puh-lease, Sunset," remarked Rarity. "We have had plenty of aggressive teachers already. Why isn't this Sombra any different?"

"I don't know," said Sci-Twi. "But, I don't recall him teaching at Crystal Prep, not even from my former classmates there. I think that Principal Celestia and Vice-Principal Luna aren't going to rest until Sombra is fired."

"Yeah, what exactly is this guy's problem?" asked Applejack. "All I could hear in biology class is just yelling from his mouth. It's almost as if he has no inside voice."

"Either way, he is someone we need to keep an eye on," cautioned Sunset. "In fact, we need to watch out for him at all times."

The rest of the girls listened in even further upon hearing this.

"What do you mean?" asked Fluttershy.

"I mean that Sombra may very well be from Equestria, Fluttershy," answered Sunset. "When I was Princess Celestia's student, I remember learning about a unicorn named King Sombra who had a heart that was black as night and ruled the Crystal Empire until he was overthrown by Celestia and Luna. If this is who I think it is, guys, then we may be dealing with a dangerous form of Equestrian Magic powered by a dangerous creature from Equestria!"

…

Sure enough at that moment, the two sister principals made their way towards Sombra's classroom to talk to him about his behavior towards the students.

"Sombra!" said Vice Principal Luna, banging on the door. "We need to talk!"

"Luna, he's probably gone to the bathroom or something," remarked Principal Celestia. "He's not in his classroom."

"Then maybe we should just wait in there until he returns. There is absolutely no excuse for his behavior that he is inflicting on our students!"

So they waited and waited for several minutes, but Sombra didn't return to his classroom.

"All right, it's clear he's gone for the day, sister," remarked Principal Celestia. "We'll talk to him first thing in the morning."

"If you say so," muttered Vice Principal Luna. "In fact, I think we need to let the entire student body know of what is happening."

"Agreed."

…

…

Chapter 4: "Stark's New Chief"

With the death of Tony Stark came a huge change for the company his family built from the ground up. Pepper Potts was now in command, the Chief Executive Officer of Stark Industries. To her, it seemed like a bad dream she wanted to wake up from. She wasn't meant to be in this position, Tony was. All that she had on her desk was their wedding picture and the picture they took at their daughter's baptism.

Now they were nothing more than memories encased in a pair of picture frames. She had to move on with her life. Her time of reflection ended when a knock on the door of her office was heard.

"Come in," she called and the door opened to reveal a young woman around Pepper's age, her long red hair down to her shoulders and dressed in a very nice dark blue business suit consisting of a long sleeved jacket and calf-length skirt. The sounds of her matching dark blue high heels tapped on the floor of Pepper's office in a melodic rhythm and a gold pearl necklace hung around her neck. "Ah, Julia Carpenter. I trust you continue to get adjusted to your new role as Chief Operating Officer nicely?"

"Well, you know these things take time, Pepper," replied Julia. "After all, I've only been at Stark for 10 years."

"Yeah, but Tony sure sees a lot of potential you, Julia…or at least he did."

Pepper looked down at all of the papers that she needed to organize, yet she didn't have the energy, nor the motivation.

"You really miss him, don't you?"

"Very much," replied Pepper, somberly. "I know what he did was for the fate of the universe, but part of me asks myself why there was no alternative? Wasn't there meant to be another way for Thanos to be beaten? Tony always kept his secrets hidden from me, even after we were married and had a child together."

Julia pulled up a chair and sat down next to her new boss, feeling nothing but sympathy for her.

"It's not really my place to say this, Pepper," the newly minted COO tried to explain. "But, I was once married to a man who kept all his secrets from me and when I tried to get him to open up, he just either pushed me away or threatened to kill me if I didn't stop meddling in his business."

"Yes, I remember that," Pepper remarked. "It was right after Tony revealed himself to be Iron Man. You ditched that husband of yours and moved here to New York with your daughter, right?"

"Yes, but before we divorced," continued Julia. "He told me that I would never amount to anything that I would only be good at low wage jobs. I went to school in Denver, I got my business degrees and here I am, working to give Rachel a promising future in life."

Pepper admired the determination that Julia had in her, but still no words could erase the pain of losing Tony. This was Pepper's biggest challenge and she was going to be facing it alone.

…

Suddenly, another knock was heard at the door and in stepped another of Tony's life long friends, a dark skinned man with artificial legs.

"Sorry if I came in unannounced, Pepper," said the man. "Just wanted to check in and see how you were doing. Hiya, chuckles."

"Hi, Jim," Julia replied, merely waving her hand. "Enjoying your new role as head of security?"

"Well, I'm getting used to it. Gotta admit that for a former air force colonel, this is quite a change of pace. How you holding up, Pepper?"

"It's tough, Jim, you know that. It's just that…I hope that Tony can see what I am doing by leading his company."

Jim took his hand and placed it on Pepper's, giving her a warm smile as well.

"He is seeing you, Pepper," Jim whispered. "And he is smiling down on you right now at what you are doing."

Just then, a cell phone noise was heard and Julia reached into her suit jacket, pulling it out and stepping out of the office.

"Must be her daughter again," sighed Jim, rising to his feet. "Just hope and pray Morgan doesn't end up like Julia's kid."

"Well, Rachel is older and is also a pre-teen, something that Morgan will become one day, although I hope not in the way Julia's daughter is.

Julia went back in the office, sticking the phone back in her suit pocket.

"Rachel?" Pepper guessed.

"You guessed it, playing hooky from school. She is so grounded for the next month," sighed Julia, exasperatedly before redirecting her attention towards her bosses. "What did I miss?"

"Um, maybe it's best I leave you two gals alone, what do you say?" suggested Jim. "And remember, Tony's watching."

Once Jim was gone, Julia also followed suit, leaving Pepper alone in her office. Little did she know that she would soon be getting an unexpected visitor.

…

…

Meanwhile, not far from Canterlot High, a dark skinned man walked in the town park taking in the fresh air that was available for breathing. He had been given a major responsibility and couldn't help but wonder if he too, was up for the task ahead.

"Steve, why would you choose me to take on the mantel of Captain America?" he asked himself, sitting down on a bench. "I…I don't know…I'm just not ready yet. Well, you are a rather old man after all and do want to retire."

"Perhaps Steve sees a lot of himself in you, Sam," replied another man with a silver arm as he sat down next to him. "Maybe it's also because you are nervous and not sure if you can become the next Captain America."

"Suppose you are right, Bucky," sighed Sam, watching two runners from nearby Crystal Prep running past them. "But, I'm also the Falcon. I have wings, I mean, it won't be easy to do a double act."

"You can do a double act, Sam, I know it. Steve didn't choose you to fill in his shoes if he knew you couldn't multitask."

But as Bucky was talking, Sam noticed three girls walking along the side of the park. Suddenly, alarm bells went off in his brain and it was apparent that something about these girls was amiss.

"Sam, what is it?" Bucky asked only to be silenced by a hand to the face. "What's wrong?"

"I've seen those girls before," Sam whispered. "They were here just a few days ago, just rummaging around the trash cans for food."

"They must be homeless," suggested Bucky. "Leave them alone."

But the soldier in him prevented Sam from leaving them alone. As he approached the girls, they began to sing harmoniously and release green toxins into the air. A pair of runners breathed in the gas and one of them trip the other onto the ground.

"The hell?" Sam whispered to himself as he ran over to the runners side. "You guys okay?"

"Back off, this doesn't concern you!" snapped one of the runners, pushing Sam away.

"Hey, you guys might be hurt!' cried Sam, shocked at what he had just heard.

"We're fine," said the other runner as he and his partner began to verbally berate each other. It was becoming clear to Sam that the three girls were causing this.

"Hey! Hey!" Sam called out to them. "What do you think you are doing? Did you cause those two guys to start fighting?"

This made the girls stop singing and turn towards Sam. As they turned, their eyes glowed red, revealing themselves to be the Dazzlings.

"You know better than to interrupt a girl's mealtime," laughed Adagio as she clenched her fist and punched Sam in the stomach, knocking him back onto the ground.

"Sam!" cried Bucky and he reached into his pocket and pulled out a small pistol. Aria Blaze saw Bucky running and used her magic to pick Bucky up and toss him onto the ground. Rebounding from his punch to the stomach, Sam attempted to confront the girls again, but before he could, they disappeared from his sight.

Seeing Bucky on the ground, Sam helped him to his feet.

"What the…what the hell was that?" gasped Bucky.

"I don't know," said Sam, trying to shake off the pain of his stomach punch. "I don't know."

…

Suddenly, a portal opened up in front of them and out stepped Dr. Strange.

"It was the Dazzlings," he answered. "I'm Dr. Stephen Strange and I need you both to come with me."

The two runners that had been arguing up until that moment saw what was happening, only for Dr. Strange to cast a sleeping spell on them.

"What's going on here?" Bucky asked.

"Just follow me."

Shrugging their shoulders, Bucky and Sam followed the wizard through the portal.

…

Meanwhile, the Dazzlings returned to Thanos' hideout near Canterlot High with their newly minted energy coursing through their bodies.

"Have you acquired enough energy?" he asked, looking out the window at the sun

"Yes, Thanos," replied Adagio, bowing to him. "We would have gotten more had it not been for the intrusion of two humans."

This made Thanos turn and face his newly acquired warriors with a strange look on his face.

"What two humans?" he asked, keeping his head on.

"One of them was a dark dude and the other had long hair," explained Sonata Dusk. "Got to admit, the long haired dude was cute."

"Put a sock in it, Sonata," muttered Adagio.

"If this is of any indication," Thanos said. "This might be the work of those wretched Avengers."

Of course, the looks of confusion befell on the Dazzlings' faces upon hearing this.

"Who? Avengers?" asked Aria as Thanos walked by them. "What are you talking about?"

"They were the ones that killed me for my actions," Thanos replied, snarling slightly as he looked down at the infinity gauntlet. "But, my revenge on them will come soon enough."

…

Just then, Sombra walked in much to Thanos' chagrin.

"Where have you been, Sombra?" Thanos asked. "You should have come back hours ago."

"I'm sorry, Thanos," gasped Sombra, trying to catch his breath. "But I felt like I was being followed. I think that the two sisters might be onto me."

"What two sisters?"

"The principals at the school, two sisters. They might have guessed my identity.

"Well, keep your presence down," ordered Thanos. "If you know what is good for you, Sombra."

"Uh, King Sombra?" asked Sonata Dusk, excitedly. "The King Sombra?"

"What is that to you?" remarked Sombra, looking over at the youngest Siren.

"Nothing," said Sonata meekly.

Rolling his eyes, Thanos turned his attention back to the plan in development.

"Well, you are to return to your mission at dawn, Sombra," ordered Thanos. "Once you have the opportunity arise, I want you to make your move and take the magic of Princess Celestia's student and her friends. As for the rest of you, I want you to continue preparing yourselves for the next phase of our plan."

"What next phase?" asked Adagio.

"You shall see in due time," answered Thanos, turning around and leaving Sombra alone with the Dazzlings.

"He's up to something," remarked Adagio as she looked at her fellow Dazzlings. "But, I don't know what it is."

They would all find out in due time…

Chapter 5: "The Return of Steve Rogers"

Steve Rogers was back home where he belonged…in a post war world with the love of his life, Peggy. Sitting on the deck of the home he had worked so hard to build, he could only reflect on what was to come in terms of living his life before he was frozen. It was early morning, Steve knew that Peggy would be making breakfast soon. But, as he looked out over his land, he suddenly saw a ghostly image appear before him.

"No way," he gasped, rising to his feet as the ghostly figure of Tony Stark walked towards him. "It can't be. Tony?"

"Cap," he replied, saluting his fellow Avenger. "How's retirement?"

"What...what are you doing here? You're dead!"

"My body is, but my spirit still lives," Tony said, placing a ghostly hand on Steve's shoulder while coming straight to the point. "Look, I know that you are enjoying life with Peggy, but we need your help."

"Who's 'we'?" Steve asked.

No sooner were those words spoken did another ghostly image come towards them, joining Tony on his left.

"Nat?"

"Hey, Steve."

"Okay, this is really strange," Steve stammered, backing away from the two ghosts. "How and why are you both here now? Aren't you here to tell me that heaven hasn't been good to you?"

"This must seem like a shock to you," remarked Natasha.

"It is a shock," Steve whispered back, feeling slightly panicked. "I mean…you two didn't live in the 1940's and if Peggy comes out here and sees me talking to you…"

"Look," Tony interrupted, pulling Steve to his face. "You know damn well that time travel can work in mysterious ways, don't you? To put it simply, neither Nat nor I can get into heaven."

"Why?"

"I know this may sound kind of bizarre to you as much as it is too me," Tony tried to explain. "But Thanos, the one we beheaded after the snap, is supposedly still alive."

Steve couldn't believe what he was hearing. He came back to this point in time to live life before all of this happened.

"What are you talking about Thanos is still alive?" he cried, pacing back and forth. "I thought he turned to dust with the rest of his minions and goons."

"That was the 2014 Thanos," replied Tony. "He's dead and gone. But, Thanos can never be completely destroyed unless the 2018 one is destroyed."

It became more and more apparent in Steve's mind just exactly what this meant. He was about to be roped back into the Avengers.

"Look, I know what you are thinking, guys. But, how can I come back now? I mean, the mantel of Captain America is now in Sam's hands now."

"Not even Sam will want to face this using your identity," remarked Nat. "Please, Steve. Take up the shield…one last time."

Thinking for a moment, Steve contemplated his options. He could no longer turn his back on the role that made him famous as any of the Avengers. He was after all, the First Avenger. Realizing that there was no other option, he accepted his fate.

"All right," he sighed. "But, I go with you on one condition, Tony."

"What's that, Cap?"

"When all this is said and done, I come back here and live my life the way I want to live it," Steve said, firmly. "Understand?"

"Of course, Steve."

"And…what happens if I get killed fighting Thanos?"

"Then, you'll rejoin Peggy in heaven, the 90 year old Peggy."

"That won't be what I want, but I live life with Peggy either way," sighed Steve again, accepting whatever fate that was now in his hands.

With those words, a portal appeared before them and closing his eyes, Steve followed his deceased comrades through the portal.

…

…

Meanwhile, back at the Sanctum, Sam and Bucky were trying to figure out what was going on following their encounter with the Dazzlings.

"I don't understand," said Sam. "They were just there using some kind of green magic on two people. Next thing you know, they made them fight one another. I try to confront them and the girl that looks like Little Orphan Annie punches me in the stomach."

"It's weird," added Bucky, sitting down in a chair. "Do you think that maybe they were acting alone or something like that?"

"They weren't acting alone," said Dr. Strange, looking them right in the eye and producing an orb. "According to what you are seeing before you, he is still alive."

"Who is still alive?" asked Sam.

Looking closely at the portal, Sam and Bucky watched in disbelief as an enemy that they thought none of them would ever see again appeared.

"Christ in a Cartoon!" gasped Sam. "Thanos! But, I thought Tony destroyed him."

"It was a past Thanos that Tony destroyed. This is the Thanos who had snapped his fingers in Wakanda."

"Wait a minute, how do you know what Wakanda is?" asked Bucky.

"Because I am a wizard, Barnes," answered Dr. Strange, making the orb disappear. "And I have powers that you have never heard of before."

…

"So where is he now?" asked Sam. "Where can we find him?"

As he spoke those words, Sam realized what this meant: that he would be taking up the mantel of Captain America. He was going to have to stop being the Falcon…or at least until that moment.

Suddenly, a portal opened and out stepped Steve Rogers, much to the shock of Sam and Bucky.

"Steve!" gasped Bucky, going over to hug his friend. "What…what are you doing here?"

"I've been recruited to help fight Thanos, the Thanos who caused half of life to disappear."

"Cap, I don't understand," said Sam. "I thought you were retired, you passed the shield onto me."

"I need it one last time, Sam," replied Steve. "Because the Doctor says so."

Accepting his fate, Sam handed Steve his shield back.

"Besides, we're going to need you up in the air," added Steve. "Wings ready?"

"They just got detailed a few days ago," chuckled Sam.

…

"Apparently, Thanos is not the only one we are dealing with," said Dr. Strange, getting the attention of everyone in the room and producing another orb, showing the other enemy. "This is King Sombra from the land of Equestria. He's been killed twice and has recently come back from the dead with help from Thanos."

"He looks evil," remarked Tony.

"He is evil," replied Dr. Strange. "He is a unicorn who's heart is black as night. Sombra shows no mercy and tried to conquer all of Equestria."

"Wait, wait, wait," said Tony, waving his hands back and forth. "Equestria is real? I thought it was a fictional land. In fact, there are quite a number of weirdoes who think this land is real."

"They are called Bronies, Tony," said Sam. "And not all of them are weirdoes. In fact, your protégé happens to be a big fan."

Tony felt his eyes widen upon hearing this.

"Parker like a cartoon featuring talking horses?" he remarked. "Does anyone know where he is?"

"Nope," replied Sam, causing Tony to look right at Dr. Strange, who replied he had no idea either.

"Guess I'd better go and find him then," sighed Tony. "Wherever he is."

"Doesn't he live in Queens?" asked Steve. "I can find him there for you if you want."

Suddenly, the Cauldron of the Cosmos began acting up and everyone rushed over to find out what was happening.

"What is it, Doctor?" asked Tony.

…

Meanwhile, walking towards the school known as Crystal Prep academy, the humanized Thanos activated his gauntlet, ready to recruit himself some more followers.

"What are we doing here?" asked Adagio.

"We need more followers, my child," answered Thanos. "And there are a few girls that can serve me well."

Once again activating the mind stone, he used the powers of the gauntlet to magically bring forth five Crystal Prep students.

"What…what's happening?" cried one of the girls as another with lemon green hair let out a small scream. "What…WHO ARE YOU?!"

"Do not be alarmed, my children," Thanos said evilly. "You shall all serve me well."

"Serve you?" cried a girl with Indigo hair. "What do you want with us?"

But Thanos didn't answer. He used the powers of the gauntlet to make himself, the Dazzllings and the captured Crystal Prep girls disappear.

…

A few moments later, the sounds of Principal Cadence's door knocked loudly as a female student came rushing in.

"Principal Cadence!" the student cried. "Sour Sweet, Sugarcoat, they've just disappeared!"

"What do you mean, disappeared, Suri?" asked Principal Cadence calmly. "What's going on?"

"I was walking with them to woodworking when all of a sudden, they just magically disappeared!"

"Are you sure about this?" she asked.

"I'm sure!"

"Show me where you saw them last," ordered Principal Cadence and the frightened Suri Polomare led Principal Cadence to the source of their disappearance.

With each step she took, Principal Cadence was beginning to wonder more and more that what Celestia and Luna were trying to tell her was supposedly true. They came across a few feet from the woodworking classroom.

"It was right here, Principal Cadence," Suri cried. "It was right here and they just went poof!"

A few moments later, another student came rushing with another teacher right behind her.

"Principal Cadence," said the teacher. "Upper Crust was walking with Sunny Flare and Lemon Zest to gym class when they just magically disappeared."

Right away, Principal Cadence couldn't hide the fact that something was terribly wrong.

"Ms. Harshwinny," ordered Principal Cadence. "Keep your students inside your classroom. I'm placing Crystal Prep on lockdown so no other students disappear."

Racing back to her office with the frightened Suri Polomare and Upper Crust in tow, Cadence ushered them into a corner of her office while she wet on the loudspeaker.

"Attention," she announced into the loudspeaker. "Crystal Prep is on Lockdown! I repeat, Crystal Prep is on Lockdown! Lock all doors, shut all windows and remain in your classrooms until further notice!"

With five of her school's students missing, Principal Cadence was living out her worst nightmare. Reaching for her phone, she immediately called Canterlot High to inform them of what was happening.

"Principal Celestia," she called. "We've got a big problem here!"

"Principal Cadence, calm down!" said Principal Celestia in a calming tone. "What is going on?"

"Five of my school's students have magically disappeared," gasped Principal Cadence. "They just vanished into thin air!"

Realizing the severity of the situation, Principal Celestia immediately took action.

"Is the school on lockdown?" she asked.

"Yes!"

"All right, I think I know what might be happening," said Principal Celestia. "I'm going to get to the bottom of this and call you back!"

…

Hanging up her phone, Principal Celestia walked out of her office and stormed over towards Sombra's class room. Without opening the door, she stormed in walking towards him.

"Stay seated," she sternly ordered the students, before directing her attention to Sombra. "Sombra, my office…NOW!"

Fearing that he may have been discovered, Sombra reluctantly followed Principal Celestia towards her office. Vice Principal Luna, who had been down the hall making her rounds, was ordered to watch over Sombra's class.

…

Back in the sanctum, the remaining Avengers had seen enough and realized what they needed to do.

"Do we go after them?" asked Steve.

"We must go at once," said Dr. Strange. "As of right now, our second war on Thanos has already begun!"

…

Chapter 6: "Shadow Children of Thanos"

One moment, five of Crystal Prep's female students had been going about their normal business. The next moment, they all opened their eyes and found themselves against a wall in a shack deep in the woods. But it wasn't just any shack. Standing before them was their worst nightmare.

"Hello, children," Thanos said in a sinister tone.

One of the girls was quick to blurt out in fear.

"What…what…do you want with us?" cried a Crystal Prep girl named Sunny Flare.

"Obviously holding us for ransom," remarked a Crystal Prep girl bluntly. "Until Crystal Prep pays for us to be freed."

"I've got a bad feeling about this, Sugarcoat," said a lime green haired girl named Lemon Zest.

The more the girls spoke, the more Thanos smiled at them. He could sense their fear.

"I'm not holding you for ransom, my children," explained Thanos, looking at his gauntlet. "In fact…I'm your salvation, your guide to improving your lives."

"Why…would you want to improve our lives?" cried Sour Sweet, another of the girls with tears forming in her eyes. "We don't need to improve our lives. Just let us go!"

"Shut up!" snapped Aria Blaze, sitting at a table with her fellow sirens. "You're not going anywhere! None of you!"

The frightened Crystal Prep student with the dual personality did as she was told.

"I've studied your movements, your past actions, everything about your five that have helped you qualify to become my willing soldiers," continued Thanos. "Or more so…my children."

"Children?" snapped yet another girl named Indigo Zap. "We are not your children!"

"Of course we are not," said Sugarcoat.

"You are my children!" Thanos cried, a scowl forming on his face. "Just like the sirens over there! Of course, you are my children. You just are all in denial about it."

At that moment, Adagio Dazzle rose from her spot at the table and walked over towards her new master's side.

"Thanos here is our savior," she said. "He found us when we were at our lowest and is more than willing to help us get our dignity and self-respect back."

But, not all of Adagio's fellow sirens were willing to agree with her. While Aria Blaze relished in this fact, Sonata Dusk meekly showed no positive emotions.

"We've always had our dignity and self respect!" cried Indigo Zap.

"No you didn't," remarked Thanos, activating one of the infinity stones on his gauntlet. "You lost it when your leader was forced…out, so to speak."

It was clear to the girls that Thanos was referring to Principal Cinch, their former principal of Crystal Prep who resigned after the friendship games.

"How did you know about the Friendship Games?" cried Sour Sweet.

"He's a despot with nothing better to do with his life," said Sugarcoat, much to Thanos' delight. "So, he probably uses that glove to look into our private lives."

The more Sugarcoat spoke, the more Thanos had high hopes for her.

"Look," pleaded Sunny Flare, struggling against her bonds. "We'll do anything you want! Just don't hurt us."

"Anything?" Thanos remarked, turning his gauntlet towards Sunny Flare. Activating his gauntlet, he released a sickly green gas at Sunny Flare, which went into her eyes. The rest of girls watched as Sunny Flare suddenly was knocked out.

"Sunny Flare!" cried Lemon Zest.

"What did you do to her, you monster?" snarled Indigo Zap, moving widly. "Tell us!"

"I merely made her realize her true purpose in life," replied Thanos. "As will the rest of you."

Thanos then released the same green gas on Indigo Zap, causing her to become knocked out. Then, he went to Lemon Zest, to Sugarcoat and finally to Sour Sweet, whose tears was unable to block out the gas.

Once the girls were knocked out, Thanos then used his gauntlet again to force the girls to their feet, their eyes glowing green with their bodies in a hypnotic state.

"Is that…" gasped Adagio. "The power of the gauntlet?"

Little did any of them know that Thanos had a dirty trick up his sleeve.

…

…

Back at Canterlot High, a furious Principal Celestia led Sombra into her office, determined to get to the bottom of Sombra's actions.

"Look, Sombra," she cried, slamming her hands on her desk. "I don't know what you are trying to do to the students, but it stops now!"

"All as far I am concerned with is your students being obedient to my commands," replied Sombra, seemingly unconcerned with the angry woman in front of him. "Obedience makes productive students. The students learn as their teacher commands."

"And their teacher is to teach as commanded!" snapped Celestia. "In fact, I'm beginning to sense that you didn't come here to be a teacher. What did you really come here for?"

Right then and there, Sombra was beginning to sense that his cover was about to be blown.

"Well? Out with it!"

"You really want to know why I became a teacher here?" he asked, trying to activate his magic. "Let's just say…I am not…of this world."

But, Principal Celestia stood her ground.

"What does that mean? Where are the students from Crystal Prep?"

"They are of no concern to you, Celestia," remarked Sombra, raising a green glowing hand in Celestia's face. "In fact, they are about to be given a better life."

A bad feeling was beginning to develop in Celestia's stomach. Reaching into her desk, she pulled out a paperweight to throw at Sombra, but suddenly found herself being unable to throw the object. Celestia felt her hand freeze, unable to move it.

"What are you doing, Sombra?" she cried. "Answer me!"

All Sombra could do was laugh sinisterly.

…

Meanwhile, Vice Principal Luna remained with Sombra's students.

"What's going on, Vice Principal Luna?" asked Flash Sentry, rising from his seat. "Something seems to be up here."

"Sombra is being dealt with, Flash Sentry. You have nothing to worry about. Now, sit down."

Doing as he was told, Flash sat down. However, the rest of the class still had their suspicions. A few moments later, Vice Principal Luna heard her sister's voice on the loudspeaker.

"Attention, students and faculty," said Principal Celestia in a monotone voice. "Canterlot High is now under the command of King Sombra. Long live the king."

Frightened, Vice Principal Luna raced out of the classroom, running towards her sister's office. Upon arriving, the younger sister gasped in horror as Principal Celestia sat at her desk, hypnotized with green eyes.

"Sister!" cried Vice Principal Luna, seeing the horror before her eyes. "Sister, snap out of it!"

"I highly doubt she will listen to you," remarked Sombra, chuckling sinisterly. "In fact, she won't listen to you at all."

"What did you do to her?" demanded Vice Principal Luna, grabbing Sombra by the collar of his shirt. "Tell me!"

"There is going to be some changes around here," laughed Sombra. "And they don't involve you."

Once again raising his hand, Sombra placed it towards Luna's face and released the same green gas. Breathing the gas, Vice Principal Luna fell to the ground, only to be raised back onto her feet.

"Change number one," laughed Sombra again. "You work for me, understand?"

Opening her eyes, the hypnotize Vice Principal Luna acknowledged Sombra's command. Just then, the phone on Celestia's desk rang and Sombra picked it up.

"Hello," he said in a singsong voice.

"Who is this? Where is Principal Celestia?" he heard Principal Cadence on the other line. "I must speak to her at once!"

"Sorry," remarked Sombra, looking over towards the hypnotized Principal sisters. "Principal Celestia is going to be…out of commission for a while."

"Who is this? What is going on?"

Without responding, Sombra hung up the phone and proceeded to walk out of the office, determined to put the entire school under his control.

"Little does Thanos know that I have my own plans," he whispered to himself as he walked the halls, preparing to release more mind control gas.

…

…

Meanwhile, Sunset Shimmer and her friends, having heard what Celestia said over the intercom, had gathered in a bathroom.

"Okay, something fishy is going on here," Sunset whispered. "There is no doubt in my mind that Sombra is trying to take over the school."

"Is that why he came here in the first place?" wondered Fluttershy, nervously.

"Uh, duh! Yeah!" remarked Pinkie Pie. "Didn't you hear Principal Celestia over the intercom? She said, 'long live the king!'"

"We've got to do something, Sunset!" said Rainbow Dash. "There is no way we are going to let this Sombra dude take over the school."

Suddenly, Sunset heard footsteps right outside the bathroom and shushed Rainbow Dash. From outside the bathroom, Sombra put his ear at the door and listened in. This caused Sunset to panic internally.

"He's heard us!" gasped Sunset. "As soon as he opens the door, we take him! Ready?"

But just as Sombra was about to open the door, he heard a voice over his shoulder address his name.

"You know that is the girl's bathroom, right?"

Turning around, he saw Iron Man, Captain America and Doctor Strange standing in front of him.

"Who are you?" cried Sombra, immediately breaking into a combat position with his hands. "What do you want?"

"Let's just say that we," said Iron Man, pointing his hand at Sombra, ready to fire a blast of power from it. "Don't tolerate this kind of behavior out of a schoolteacher."

Sombra snarled as he was now forced to stare down three powerful figures.

…

Back at his hideout, Thanos sensed what was about to happen and quickly activated the infinity gauntlet to find out what was going on.

"The idiot," he whispered.

"What is it? What's wrong?" asked Aria Blaze.

"He's defying me! Sombra is trying to take control of the beings in that school!"

"Do you want us to fetch him for you," asked a monotone sounding Sour Sweet, going down on one knee. "Oh Lord Thanos?"

"That won't be necessary, my child," he answered. "I can bring him back myself."

…

At that moment, Sombra fired several blasts of his dark magic at the three Avengers in front of him, only to have them countered by Doctor Strange's own magic. Captain America threw his shield at Sombra, breaking through his magic and sending him down on the ground. Growling, he rose to his feet and fired several more blasts at them before suddenly disappearing from their view.

"He's gone," gasped Captain America, bewildered at what just happened. "What do we do now?"

The door to the girl's bathroom then opened as Sunset and her friends peeked out. The presence of the three Avengers caused them to back up in fear.

"You guys okay?" Iron Man asked.

"Um…yeah," Sunset Shimmer answered, meekly. "We're…we're fine."

"Is anyone else in there?" asked Captain America, placing his shield back on his back.

"No…just us," said Applejack. "Who…who are you, fellers?"

It was then that Doctor Strange approached Sunset Shimmer and looked down at her carefully.

"Are you Sunset Shimmer?" he asked, much to the former pony's shock and amazement.

"How do you know who I am?" she gasped.

"I'm Doctor Stephen Strange, master of the mystic arts. I've been watching you for a while now."

Sunset had no idea of the adventure that she was about to be put into.

…

Meanwhile, Sombra found himself back in Thanos' hideout with the newly minted Shadowbolts and the Dazzlings looking over at him.

"What were you doing?" snarled Thanos, picking Sombra up by his neck and throwing him against the wall. "I ordered you to steal the magic from Sunset Shimmer, not to conquer the school!"

"I…I…" coughed Sombra as Thanos' gripped tighter on his throat. "I couldn't help myself...please…"

"Enough!" Thanos snapped, dropping Sombra to the ground. "I need an army, but not of that kind. We need the kind that is going to conquer Equestria before the rest of the universe."

"And that is why you recruited us?" asked Adagio, causing Thanos to turn around and face her. "Because we are from Equestria?"

"Yes, my child," answered Thanos as Sombra rose to his feet while still coughing. "That is why. I need the magic of the most powerful figures in Equestria and once I get their power, combined with the power of my gauntlet, then we conquer the universe and rule it…according to my will."

Thanos then gave a scowl to Sombra, who realized that his own plans were not to last.

"So you obey my commands and my commands alone," he ordered Sombra, pointing at him. "Understand?"

Begrudgingly, Sombra agreed to abide by the Mad Titan's commands as Canterlot High School slowly returned to normal.

…

…

Chapter 7: "Bringing Sunset Shimmer to the Sanctum"

Sunset and her Canterlot High friends were subjected to so many emotions. One moment, the six of them were watching three of Earth's mightiest heroes thwart a possible takeover of their school. The next moment, they were about to be questioned over Sunset's likely involvement in all that was happening.

There was no doubt that Equestrian Magic was at it again…or at least in their minds.

"Are you all right?" Dr. Strange asked Principals Celestia and Luna as they walked into their office.

"Thank you," replied Principal Celestia, feeling a sharp pain in her head as she sat down in her chair. "What…what happened? What did Sombra do? Where is he?"

"Gone," answered Iron Man, stepping forward towards them. "Either retreated or was pulled back by someone more powerful."

…

A concerned look on Vice Principal Luna's made Iron Man realize that his identity needed to be revealed. Deactivating his helmet, Tony revealed himself to the sisters, causing a series of gasps among the women surrounding the three men.

"Tony…Tony Stark?" gasped Sunset, her face and those of her friends bewildered. "But…how? Aren't you supposed to be dead? We all read about your death in the news."

"To put it simply, Miss Shimmer, I can't enter heaven and rest in peace until Thanos is destroyed both physically and spiritually. Strange, I know. But, it's true."

"Wait...wait…wait…" interjected Pinkie Pie, waving her hands. "You come back from the dead and are now saying some dude named Thanos is the cause of all this? Freeky Geeky!"

A nudge from Rainbow Dash brought Pinkie back to reality.

"He isn't just some dude," remarked Steve, removing his Captain America mask. "Thanos is a dangerous despot who wiped out half of life in the universe, including Earth."

"Wait a minute," interjected Sunset. "Are you saying that half of all life in the universe disappeared? How come we felt nothing here?"

Suddenly, Sunset looked down at the pendant that she wore around her neck. In her mind, could the pendants that she and her Canterlot friends wore had anything with keeping their world safe?

"Uh, what are you looking at, Sugarcube?" asked Applejack.

"Guys, our pendants," gasped Sunset. "They…must have protected our world from this Thanos character."

"And he is after all of your powers," said Dr. Strange, looking closely at the pendants around the seven girls' necks. "Because I can assure you that once he goes after your powers, nothing will be able to protect you from him. Your magic comes from a land called…Equestria, doesn't it?"

"Equestria?" remarked Principal Celestia, feeling confused as she rose from her chair. "Is that where you came from, Sunset?"

"I did. The magic from Equestria must have given off some kind of shield in the pendants that kept this world protected."

Knowing that this was a matter concerning Sunset and her friends, both Principals left the room to check on the condition of the students.

…

"What…what are we going to do?" wondered Sunset, realizing the gravity of the situation. But, Tony was eager to say his peace.

"We join forces," he answered, much to their shock.

"We?" asked Twilight.

"Yes," added Steve. "Because when all is said and done, your home world, Sunset Shimmer, might be the last line of defense that stands in the way between Thanos and his ultimate conquest."

Just then, another thought came to Sunset's mind.

"Unless," she pondered. "King Sombra might have something else to do with this."

"Aside from being a big blowhard?" remarked Rarity. "If anything, he'll probably just be fired from here. Oh wait, he already is fired."

"We don't have time to waste," said Dr. Strange, creating a portal to his sanctum. "Come, we must go."

"Go where?" asked Sunset.

"To the sanctum. Follow me, Sunset."

Nervously, Sunset stepped forward, not realizing what was about to happen. She was following three of Earth's mightiest heroes. As she prepared to walk, however, her Canterlot High friends were stopped by Steve and Tony.

"Wait!" cried Sci-Twi. "What about us?"

"You need to stay here and keep your world protected until we figure out what to do," said Dr. Strange.

"Don't worry, guys," reassured Sunset. "I won't be long."

"Let's hope so," whimpered Fluttershy as Sunset stepped through the portal, leaving her friends behind.

…

…

Soon, Sunset found herself in the sanctum of Doctor Strange, still trying to process everything that had happened.

"This, this looks like something out of Canterlot," Sunset gasped, walking around and admiring what she was seeing, only to bump into a floating Natasha. "Oh, excuse me, miss…Natasha Romanoff?"

"Hello Sunset," she said, smiling back.

"But, I thought you died fighting Thanos," stammered Sunset, feeling slightly taken aback. "You couldn't get into heaven, too?"

"Now you see our situation here, bacon head," said Tony as Bucky and Sam stood next to him. "No offense."

"None taken," said Sunset, walking down the stairs. "I've had worse. So, what are we going to do?"

"The first thing we need to do is recruit the rest of the Avengers," said Tony. "But, since I am nothing more than a ghost, no one is going to notice except for those I am close to. Even then, people will think I am either a Zombie or Jesus Christ."

"Well," sighed Steve. "Why don't you start with your protégé, Parker? He believes in you and he'll see you."

Sighing, Tony floated out of the sanctum. Then, Steve turned to Bucky and Sam.

"What do you want us to do?" asked Sam.

"Sam, how fast can you fly to San Francisco?"

This left Sam feeling somewhat dumbfounded.

"My wings aren't Concorde wings, Steve," he advised, much to Bucky's amusement. "Look, I know you want me to get tic tac, but it's going to take time."

"Who's Tic Tac?" asked Sunset.

"Ant Man," whispered Doctor Strange to Sunset.

"I can also find Clint and bring him here," offered Natasha, floating over to them. "He may not believe me at first, but he'll listen."

Natasha then noticed a confused Sunset.

"That's Hawkeye. Real nice guy, got a good family."

"Uh, yeah," said Sunset.

"I can run over to the Wakandian consulate and see if T'Challa can come and help," suggested Bucky. "It might be a long shot…"

"Then time is of the essence," urged Dr. Strange, interrupting Bucky from finishing his sentence. "Get going, all of you."

Tony couldn't help but feel slightly insulted by Dr. Strange giving him orders. But, he was nothing more than a floating spirit and merely went on his way. Now, Sunset and Dr. Strange were alone in the sanctum with Wong.

"What do you want me to do?" asked Wong.

"I need you to recruit someone that can go into Sunset's world undetected," answered Dr. Strange, much to Sunset's confusion. Knowing what his assignment was, Wong used his magic and disappeared.

"But, a human will turn into a pony once they get into Equestria," stammered Sunset, who couldn't believe what she was hearing.

"This one will not," advised Dr. Strange. "In the meantime, we need to prepare for our defense against Thanos."

Sighing, Sunset joined Dr. Strange in preparing for the battle ahead.

…

…

Meanwhile, once their school was deemed safe, Principal Celestia and Vice Principal Luna turned their attention back to the situation at Crystal Prep.

"Girls, please stay here for a minute," Principal Celestia said, preventing the five girls from leaving her office. "There is something that I need you to do."

"What is it?" asked Sci-Twi.

"Principal Cadence says that five girls from Crystal Prep have mysteriously disappeared."

This brought a sense of concern to Sci-Twi, knowing that five of her former classmates were missing.

"What happened? Is it Sour Sweet and the others?"

"I don't know, but if there is anything that involves magic," replied Principal Celestia, placing a hand on Sci-Twi's shoulder. "You are the only ones who can deal with it."

Realizing the gravity of the situation, Sci-Twi attempted to leave only to be stopped by her friends.

"You're not going alone," cautioned Rarity. "We're going with you."

"Are you sure?"

"We are very sure, all of us."

Dashing out of the office, the six human girls left the school and immediately departed for Crystal Prep while Principals Celestia and Luna watched.

"Girls!" called Principal Celestia, causing them to turn and face her. "Be careful."

Nodding, the girls left the safety of Canterlot High behind.

…

…

Back in New York, Tony floated amongst the legions of New Yorkers towards Queens where his protégé, Peter Parker, lived. Arriving at Peter's penthouse, Tony floated inside and found neither Peter nor his Aunt May were to be found. As he floated around, Tony noticed a picture of him and Peter at one of his company's events, the same picture he had in his own home. He then heard the sounds of his protégé's voice in his head.

"You can't be a friendly neighborhood Spider Man if there is no neighborhood."

And Tony knew that Peter was right in the clearest possible word.

Just then, he noticed the door open and in stepped Peter and his Aunt May, holding a suitcase in his hands.

"Kid must have gone somewhere," Tony thought to himself. "Wonder where."

For the time being, Tony stayed low, waiting for the moment when he would make himself visible to Peter.

…

…

At the same time, Wong found himself in front of an apartment building.

"Excuse me," asked an old man with white hair and glasses. "Can I help you?"

"Um…yes," replied Wong. "Is this the residence of Wade Wilson?"

"Who?"

"Wade Wilson. I'm looking for him."

"What do you take me for, the mayor?" the old man grunted as he left Wong alone.

Just then, he noticed a badly skinned man walking towards him wearing a New York Yankees baseball cap. It was clear to Wong that this was the man he was looking for.

"That must be him," he whispered, slowly following him into the apartment. It wasn't until they arrived at the elevator did the man realize he was being followed.

"Excuse me," asked Wong. "But are you…?"

"Wade Wilson?" the man asked turning around to face Wong. "And you must be one of Dr. Strange's assistants?"

Wong was amazed that he couldn't believe that Wade would have guessed so quickly.

"I beg your pardon?"

"Hey, I constantly break the fourth wall," remarked Wade, then turning to no one in particular. "It's kind of…what I do."

"Then, you must come with me," remarked Wong. "My master needs you."

"The Doc himself? This should be interesting. What does he want me for?"

"Just follow me," said Wong and created a portal that pulled him and Wade into the sanctum. Getting to his feet, Wade looked around to see where he was. "I brought him here, Doctor."

"Very good, Wong," replied Dr. Strange. "Mr. Wilson, thank you for coming."

"Hey, I just followed your assistant here. What do you need me to do?"

"I need you for an important mission…Deadpool."

Wade's eyes widened upon hearing that his identity was guessed so quickly.

…

…

Meanwhile, in San Francisco, Sam landed in front of the house where Scott Lang supposedly lived. Knocking on the door, he found himself greeted by a giant ant, grossing the former airman out slightly.

"Uh, is Scott Lang home?" asked Sam. "Scott Lang? You know, the petty thief?"

Just then, he noticed a man in a t-shirt and sweat pants holding a glass of water standing in the doorway.

"Sam?" asked the man. "What are you doing here?"

"Scott," answered Sam. "We need your help."

…

…

A little while later, Peter Parker had just finished unpacking his things when he soon felt a breath on his back.

"What the…?" he wondered.

"Parker," he heard Tony say. "Parker, can you hear me?"

"Who is that?" asked Peter, looking around his room for the source of the voice. "Hello? Hello? Nick Fury?"

"Uh, this isn't Nick Fury. It's someone whom you are very close with, Parker."

Peter couldn't believe what he was hearing and a few moments later, Tony revealed himself to him.

The young boy known as Spider Man was seeing his mentor alive again in spirit…

Chapter 8:"Mentor and Protege Reunited"

"It…can't…be," gasped Peter, shocked that the ghost of his mentor was in his presence. "Mr. Stark? How…I…how are you still alive? I saw you die, we all saw you die."

"Just my body was destroyed, but my spirit still lives," replied Tony, sitting down at the edge of Peter's bed. "Come on, did you even do CCD, make your first communion, your confirmation?"

All Peter could do was nod his head sideways for he was still too shocked to speak.

"I didn't think so," sighed Tony. "Anyways, to make a long story short, I can't get into heaven."

"Why, Mr. Stark?" asked Peter. "I thought you were good enough to get into heaven. Unless you probably did something stupid on Earth."

"If I did something stupid, let's just say that it happened long before I met you and took you under my wing. But that is beside the point right now. The fact is…Thanos is still alive."

Peter became confused at this revelation. As far as he was concerned, Thanos was dead.

"But…how? Didn't he turn to…dust?"

"The Thanos we defeated was a past Thanos," sighed Tony again, burying his hand in his face. "The current Thanos…the one who turned you and half the universe to dust, is still alive."

A tremor of fear flowed through Peter Parker's veins upon hearing this. He could well remember being turned to dust in Tony's arms.

"What can we do about it, Mr. Stark?"

"We're trying to get the Avengers back together," answered Tony. "And that includes you, Pete. After all, you are the one who said that you can't be a friendly neighborhood Spider Man if there is no neighborhood?"

"Y…ye…yes," stammered Peter, trying to process all that was happening in front of him. "I did say that to you."

"And there is another neighborhood that needs Spider Man. Do you know of a show called Friendship is Magic? Your Aunt May said that it is your favorite cartoon."

Tony then looked over towards a pair of stuffed plushies in the likeliness of Princess Celestia and Princess Luna, two of the co-rulers of Equestria. Rising to his feet, Peter picked up the two plushies and placed them towards his chest.

"So, you know that I am a brony, Mr. Stark?" Peter remarked, placing the plushies next to his right, while letting out a small chuckle. "I've…tried to keep it from others for a long time. You might say, I've been hiding in the closet."

Tony then looked up at a poster of Celestia and Luna on Peter's wall just above his bed. Looking at them made him understand that his protégé worshipped these fictional characters more than him.

"Look Pete," said Tony. "What if I were to tell you…that Equestria and the characters you come to love…are real?"

"Real?"

"Yeah, because Thanos and an enemy of Equestria is conspiring to conquer Equestria and steal all the magic from them."

"And what happens if they get the magic of Equestria?"

"Then, Thanos can use the infinity stones and the magic of Equestria to wipe out the current universe…and create a new one in their vision."

Peter sat for a moment and processed all that had been said to him. Rising to his feet, he walked over to his drawer and pulled it open to reveal the homemade Spider Man suit he kept for practice runs.

"Mr. Stark," he said, touching the homemade suit. "Everything you have said to me is true, right?"

"Yes, Pete," answered Tony. "I'm not lying to you in any way. Everything I am telling you is real and to the point. Equestria and everything in it…is real."

Peter had no idea of the adventure he was about to put himself into.

…

Meanwhile, Bucky Barnes arrived at the newly opened Wakanda consulate in New York, determined to get in touch with King T'Challa.

"Welcome to the Wakanda consulate," a woman in an African accent said from behind a desk. "How may I help you?"

"Where is your nearest telephone?" Bucky asked, placing both his hands on the desk. "I need to speak with King T'Challa at once."

The secretary became confused at Bucky's request.

"And what do you wish to see our king about?" she asked in an equally confusing tone.

Bucky then rolled up his right sleeve, revealing the metal right arm he had. The secretary was not convinced in the slightest.

"Do you know who I am?" Bucky asked, putting his arm down. "I am the White Wolf. I was rehabilitated by King T'Challa personally."

Still, the secretary was not convinced.

"You must have been in an accident that caused you to get that arm."

"Look, I'm telling you the truth," pleaded Bucky. "I need to speak to King T'Challa at once."

…

Just then, everyone in the room suddenly fell silent as a slender dark colored man in a business suit walked in with a dark colored bald headed woman at his side. The secretary bowed at them as they arrived.

"Mr. Barnes?" said the man. "It's good to see you again."

"My king?" asked the secretary, feeling slightly embarrassed at her actions. "I'm sorry…I didn't know…"

"That's all right," interrupted T'Challa, silencing her with his hand, his eyes still locked on Bucky. "He's a friend of Wakanda."

"What are you doing here in New York?"

Rather than answering him right away, T'Challa instead motioned Bucky to follow him towards a medium sized office. On the desk were pictures of holes dug into the soils of Wakanda.

"I've come to New York to seek out the one called Stephen Strange," explained T'Challa. "Wakanda has since been attacked by strange earthquakes, tremors in the Earth that cause my people to fear for their lives."

"Why do you seek Dr. Strange?" wondered Bucky. "Is it because he played a role in defeating Thanos the first time around?"

A strange look came onto the face of the Wakandian king, almost as if he sensed what Bucky was trying to tell him.

"How do you know that? Are you in league with him?"

"I'm merely just a friend of him, your highness. We are trying to gather the Avengers back together again because Thanos…"

"…is alive?" interrupted T'Challa, pushing the pictures towards Bucky. "Just as we all feared. Lately, I've been receiving visits from my deceased father, the man I thought you had killed in the bombing."

T'Challa then turned around and looked at a picture of his father up on the wall of his office, sighing heavily as he did.

"What is he saying to you?" asked Bucky. "For that matter, what did he warn you about?"

"He warned me that the one we defeated is still alive, White Wolf and that I must fight him again," answered T'Challa, taking his eyes off of the picture and back towards Bucky. "And I will do anything to protect my people, Mr. Barnes, even joining others who have the same mindset as me."

This made Bucky acknowledge the determination in T'Challa's eyes.

"Then," said Bucky. "You might as well come with me now."

Heeding these words, T'Challa and his right-hand woman followed Bucky out of the consulate.

The king of Wakanda was now recruited.

…

…

At the same time, the rest of Sunset Shimmer's friends made their way over to Crystal Prep to investigate what had happened to five of the Shadowbolts.

"So, they just disappeared out of thin air, Principal Cadence?" asked Sci-Twi.

"Apparently, yes, Twilight. They did," sighed Principal Cadence. "It's just…strange to say the least. How could five girls just randomly disappear like that? It doesn't make any sense at all. Unless, maybe there is magic involved. Principals Celestia and Luna were wise to send you."

"Something tells me, y'all," remarked Applejack. "That maybe this Thanos fella might be behind everything."

"Where do we even start, darling?" asked Rarity. "I mean…what would some buffoon want five ordinary teenage girls? Do you think it might be a ransom of sorts?"

"If it is," said Principal Cadence, her voice filled with panic. "Crystal Prep can pay for their release. Right now, I just don't want anymore students disappearing on my watch."

The emotionally embattled principal sat down in her chair and buried her face in her hands. Nothing but fear flowed through Cadence's veins and all she could think about was the impending fallout.

"Maybe we should start by questioning the students," suggested Sci-Twi, taking charge of the situation.

"I did question them, Twilight," replied Cadence, taking her face out of her hands. "They said that they just randomly disappeared from view with no rhyme or reason. It's very strange and at the same time, a living nightmare."

Sci-Twi sighed as she went over to her sister in law, placing a hand on her shoulder.

"It's a living nightmare for all of us, Principal Cadence," she remarked quietly. "Even more of a nightmare than when I was consumed by dark magic. Believe me, I want Sour Sweet and the others back as much as you do."

"Well, what are we all standing around here for?" cried Rainbow Dash. "We've got to find them."

"We want to find them, Rainbow Dash," replied Sci-Twi, looking down at the pendant around her neck. "But, I just don't know how. Maybe if we can channel our magical abilities using our pendants, we can channel a possible location."

"Is it worth a try?" asked Fluttershy, timidly. But, Twilight was determined to find the truth. Motioning the rest of the girls to gather around, they put their pendants together and attempted to create a living picture out of magic.

A few moments later, the magic of the pendants produced a living picture of the five Crystal Prep students, now seemingly brainwashed. Horrified at what she was seeing, Principal Cadence felt her eyes well up with tears and silently began to cry to herself.

"I'm so fired," she sobbed, while the rest of the girls watched in horror at what was happening to their equals. "I'm so fired."

"It's looks like," gasped Applejack, a look of horror on her face. "That they have all been hypnotized or even brainwashed. Hay, they might not even remember who they are."

"But where are they?" cried Rainbow Dash. "Where in town are they being held at?"

Using their pendants again, they attempted to create a map where the hideout was, but were unable to.

"What the…?" stammered Sci-Twi, seeing the magic flicker. "It's like they know we are trying to spy on them and Thanos must be blocking us from seeing their hideout."

They tried again for a few more moments before giving up.

"Well, that's it," said Rarity in disgust. "What do we do now?"

"We'll have to try using my drone," suggested Sci-Twi, walking over to Principal Cadence and comforting her. "It may get damaged or destroyed, but it's going to be a risk we are going to have to take."

…

"It appears that we are being tracked, Thanos," remarked Sombra, sensing the magic emulated from Sci-Twi and the others. "They must be looking for them."

"Who?" asked Thanos, looking over to Sombra.

"The friends of the pony whom you came here to hunt for her magic," answered Sombra. "What do we do?"

Looking over towards the spellbound Crystal Prep girls, Thanos realized that he needed to do something in order for them to be protected at all costs.

"Then, we'll stay one step ahead of them," decided Thanos, knowing that he needed to activate the space stone and find a different location. "Sombra, prepare the others. We're leaving this shack."

Activating the Space Stone in his gauntlet, Thanos teleported himself, Sombra, the Sirens and the Crystal Prep students out of the shack to an unknown destination.

…

…

Chapter 9: "Recruiting Hawkeye"

Pacing back and forth in front of the cauldron of cosmos, both Sunset Shimmer and Dr. Strange were trying to figure out a way to combat Thanos and Sombra.

"Look Doctor," sighed Sunset. "I'm going to do anything to help stop this Thanos character, but what can I start with? What do you think we can do to prepare for a defense? For that matter, why would some intergalactic despot or whatever he is be thinking about going to Equestria?

"We do whatever is necessary, Miss Shimmer," replied the wizard doctor, looking back at her to stop pacing. "Thanos is a dangerous creature and I have had a premonition that he will do whatever it takes to finish what he started. The magic of your home world has been sought by many enemies, is that correct?"

Placing his hand on Sunset's hand, Dr. Strange attempted to look into her mind.

"Yes, it has been sought after for many years," explained Sunset in a confused tone. "However, Twilight…and her friends had been able to keep Equestria safe."

"This time around, they won't have a chance," said Dr. Strange, feeling a surge of magical vibrations flow through Sunset's body. "I just looked into your mind, Sunset, and I found something of importance. Apparently, Thanos isn't the only enemy we need to be cautious about."

"What do you mean?"

Before Dr. Strange could answer her question, the door to the sanctum opened and in stepped Wong with Wade Wilson.

"Doctor, I brought this man here," explained Wong. "He says his name is Wade Wilson."

Strange looked at the mutated marked man and pondered his usage.

"Look, uh," stammered Wade. "It's, uh, nice to meet you, uh…"

"Doctor, Doctor Strange, Mr. Wilson," he finished. "I've asked you to come here on account of great importance. This isn't just any ordinary mission, mind you, but something where you will go into a world that many believe is nothing more than a fantasy."

"Well, I do break the fourth wall a lot," chuckled Wade. "So going into a world of fantasy isn't anything new to me. Heck, I even told my own version of 'A Christmas Carol' to a young boy once."

"But that was as Deadpool, correct?"

"Of…of course, it was. Hell, where has there been a place that I have been to that has not heard of Deadpool at least once?"

Gesturing him to come forward, Dr. Strange urged Wade to look into the cauldron of cosmos and lo and behold, he saw the ponies of Equestria going about their normal lives.

"Equestria?" remarked Wade. "Isn't that nothing more than a fantasy land of talking horses?"

"Not to me, it isn't," answered Sunset. "This land is my home or rather, it was until I ran away, that is. But, that is beside the point. Equestria is real to those who believe in it."

"So is Santa Claus," chuckled Wade, looking jokingly at Sunset. "Look, bacon head, I have an alter ego that can break any fourth wall in addition to being a crime fighter. So, going to Equestria isn't anything new to me. I've seen plenty of YouTube videos of guys like Batman and Superman mingling amongst these creatures."

Sunset gave Wade no answer, feeling somewhat insulted over his remark.

"Mr. Wilson, I can assure you that the stories that come from Equestria teach important life lessons that we can all learn from," said Dr. Strange, firmly standing in front of Wade. "But those lessons will cease to exist along with the rest of the universe if Thanos succeeds in doing what he wants to do. And let me tell you something really important, that when Equestria ceases to exist…so will all of us…and so will you. Would you want Deadpool to be nothing more than a forgotten memory? Because that is what is going to happen, if you don't cooperate."

The stern lecture from the magic doctor made Wade feel a sense of fear trickle down his spine. He couldn't bear the thought of the world not having Deadpool in it.

"Okay, okay," he gasped, stepping back from Dr. Strange. "You got me. I'll help you fight Thanos if it means going into a land where everything seems real and not just a cartoon meant for little girls."

As he spoke, Dr. Strange turned around and winked at Sunset. He then turned to Wong who produced Wade's Deadpool suit in his hands much to Wade's shock.

"How did…?" he gasped, shocked at how someone got a hold of his Deadpool suit. But, Dr Strange cleared his throat and Wade went to get himself changed.

…

Just then, the whooshing sounds of a flying creature came into the sanctum as Sam landed on his two feet with a small Scott Lang in his hands. Using his suit's powers, Scott grew to his normal size, removing his helmet.

"You must be Dr. Strange, right?" asked the petty criminal, extending his hand to him. "Sam told me about you."

"And you must be Scott Lang, correct?" remarked Dr. Strange. "A criminal seeking redemption? I remember that you were the giant that helped us defeat the past Thanos."

"Uh, I was the only big dude there, so yeah," Scott replied, turning over towards Sunset. "And who might you be?"

"I'm Sunset Shimmer…from Equestria."

"Equestria?" asked Scott, feeling slightly confused. "Isn't that a fictional land?"

"Come on, not this again," muttered Dr. Strange under his breath. "Equestria is a real land, but only to those who believe in it, Mr. Lang."

"I know of the name," said Scott, turning back to Dr. Strange. "But, I didn't know that it was real. My daughter has a plushie of Twilight Sparkle."

Sunset felt a shudder throughout her body at this remark, causing Scott to look at her.

"Sorry," she chuckled nervously. "I just…think that is both honorable and creepy…at the same time."

"Don't be, I've seen you in the toy store as well."

…

Just then, the sounds of footfalls were heard as Wade emerged now dressed in as Deadpool.

"All right, Doc," said Deadpool. "I've pulled Deadpool out of the closet. How do I get to Equestria?"

"You go through a portal," replied Sunset. "Normally, it's through a statue at Canterlot High, but since we aren't there…"

"I have a way," interrupted Dr. Strange, looking down towards the Cauldron of Cosmos and activating it. The liquid inside the cauldron bubbled with magic as Deadpool walked over towards it. "Go through here."

"Uh, Doc, before I go in there is something I want to ask you."

"What is it?" muttered Dr. Strange.

"Are you sure that you aren't going to send me somewhere else…like Afghanistan or even Syria?"

Rolling his eyes, Dr. Strange motioned for Sam and Scott to push Deadpool towards the cauldron and then into it. Letting out a loud yelp, Deadpool fell face first into the cauldron.

"So, now what do we do?" asked Sunset. "Should I go in after him? I mean, he will need a guide who knows her way around Equestria."

"He'll find his way, Sunset Shimmer. He'll find his way."

…

…

Meanwhile, Steve and Natasha's ghost arrived at the home of Clint Barton and his family. Looking up at the house, Natasha was beginning to get vibes of her final Earthly moments before she was sacrificed for the Soul stone…

…a sacrifice that was now all meant for nothing.

"Can't believe I'm back here," sighed Natasha, looking over at Steve.

"You mean that we are back here," corrected Steve. "We were here while fighting Ultron, remember?"

"Do you think he will see me again?" wondered Natasha.

"Only way to find out," remarked Steve and they moved towards the front door. Going up to the door, Steve rang the doorbell and for a few moments, they waited and waited.

…

Finally, a middle-aged man walked up from behind them and let out a sharp gasp. The bow he had been holding in his hand fell to the ground. Startled, Steve turned around to look at the man.

"No way," gasped the man. "Steve?"

"Hey Clint," replied Steve. "How's retirement?"

"It's…it's different. What are you doing here? I thought you went back to the 1940's or something like that."

Remembering how he had been forced out of his own retirement, Steve couldn't help but sigh at this.

"It's a long story. Right now, I need you to come with me."

"Where?" asked Clint.

"Apparently, Thanos is still alive, and we have to stop him."

"And who's we?"

Suddenly, before his very eyes, Clint looked in shock and awe as he saw the ghost of his best friend.

"Nat?" he gasped, his jaw quivering with shock. "Is that you?"

"Yes Clint, it's me," Natasha replied as the archer's eyes welled up with tears. He wanted to hug her, but he couldn't since she was nothing more than a wandering spirit.

"You…you…" stammered Clint. "I sacrificed you for the Soul Stone on Vomir and yet…you…"

"Look," sighed Nat, placing a ghostly hand on her best friend's cheek. "All that matter is that we are together again, Clint. I did what I had to do to get the soul stone and I hope you can be proud of me for it."

"I want to be proud of you, Nat," cried Clint. "But, I was supposed to be the one to sacrifice himself, not you."

As much as he wanted to stay and listen to his friends make up for past misgivings, Steve realized that they needed to get back. Clearing his throat, Steve, Natasha and Clint all made their way back to the sanctum.

"We've brought Hawkeye here," said Steve to the group of heroes already assembled.

…

However, at that moment, the door to the sanctum opened and in stepped Bucky with T'Challa and his female bodyguard. Immediately, everyone in the room bowed to him except for Sunset.

"We don't do that in my country," said T'Challa, motioning for them to rise before directing his attention to Dr. Strange. "Are you the one called Dr. Strange, master of the mystical arts?"

"I am," answered Dr. Strange. "Your highness."

…

…

Meanwhile, a drone flew in front of the shack where Thanos, Sombra and the others were believed to be at. Watching from a screen in her lab, Sci Twi and the girls studied the shack.

"Why would they hide in the woods?" wondered Rainbow Dash.

"Supposedly, they didn't want to be in full view of anyone," replied Sci Twi, who was operating the drone. "Everything seems to be normal. There is food, water and…broken pieces of rope. The Crystal Prep girls must have been tied up or something of that nature."

Seeing the pieces of rope caused Sci Twi to get a sickening feeling in her stomach, trying to picture the horrors of what her former classmates had gone through.

"Must have been lassoed up or something," said Applejack, studying the drone. "I don't know about you, but I want to hassle up this Thanos and Sombra dudes as quickly as possible, y'all. I want him to pay for traumatizing our fellow classmates."

"That is if we can find them, darling," remarked Rarity. Suddenly, Sci Twi's pendant glowed meaning that there was some kind of magical force nearby. Moments later, the other pendants activated. "Twilight, what's happening?"

"The pendants must have detected where Thanos and Sombra are with the Crystal Prep girls," cried Sci-Twi, hastily grabbing the machine controlling the drone. "We need to follow them and fast!"

With this new lead, the six human counterparts of Twilight and the elements of harmony raced out of Sci-Twi's lab and followed the source of magic vibes.

…

At the same time, up in outer space, a triangle shaped spacecraft was going along at full speed towards an unknown destination. Very soon, the seven occupants inside would be pulled into the growing conflict…

Chapter 10: "Desperately Seeking Gamora"

All Peter Quill could do was pray. For many days and nights, he stared looking up at a holographic image of his beloved Gamora, thinking that her spirit was still alive. Unfortunately, the harder he looked, the more difficult it had become. Travelling through the galaxy at high speed, the search was going nowhere fast.

"Look Quill," remarked a talking raccoon. "We've been after this past version of Gamora for days and still no sign of her. Why don't you just accept that she is gone?"

"I refuse to believe it, Rocket!" cried Quill, looking back at the raccoon. "I know she is out there somewhere, Guardians. We just have to keep our eyes peeled."

The other guardians were just like their raccoon comrade.

"Quill," sighed a hulking figure. "Rocket is right. Do you know how many planets we have visited? We have to accept the fact that she isn't coming back."

Still, Quill refused to believe a word that his fellow Guardians were saying. Getting out of his seat, he went to the food storage area and pulled out a bottled water, drinking it sharply.

"Guys, there are so many other planets and galaxies she might have gone to," sighed Quill. "I'm gonna find her if it's the last thing I do."

"I am Groot," remarked a humanoid tree figure, putting down the old video game he was playing. This made Quill look back at him and place a hand on his shoulder.

"Groot believes in what I say. Why not the rest of you?"

"Peter, we want to believe you," replied a blue skinned alien figure, rising from her seat. "It's just that…we might have to accept that Gamora may be gone forever. Rocket's right, we've been looking for several days and still no trace of her."

Just then, another figure rose from the right front seat and walked towards Quill, a silver hammer clutched in his hand.

"Come on, you believe me Thor, don't you?"

Quill waited for an answer from the newest member of the guardians but got nothing. Finally, he spoke.

"There is a signal of life," he said in a Norse accent, as Quill dashed for the source of the noise. "It's on the moon."

Looking at the radar, Quill could not believe what he was seeing. It was a green dot on the moon, the sign that his beloved was still alive.

"Set a course for the moon," Quill cried, jumping back in his seat. "Rocket, ready the engines to full power."

"It might be a glitch of some sorts," muttered Rocket.

"I don't care, Rocket! Just do it!"

"Yes, Rabbit, do it," added Thor, also getting back in his seat.

Reluctantly, Rocket did as he was told and the ship set itself on a course for the moon at supersonic speed. Arriving at warp speed, the Guardians approached the moon and landed on the surface.

"She must be here, I just know it," Quill said as he rose up and opened the pod bay door. "Anyone who believes me can come, those who don't stay here."

"Wait a second, Quill!" cried Rocket, a look of concern on his face. "Don't tell me you are going out there by yourself, aren't you?"

"I'm Groot."

"See? Even Groot agrees with me. Don't be stupid, we're all going with you, whether we believe you or not."

Heeding those words, Quill walked off of the ship and stepped onto the moon's surface which had already had its visitors a long time ago. With the guardians at his side, he proceeded to find any trace of Gamora despite the fact she was nothing more than a wandering spirit.

"GAMORA!" cried Quill, yelling at the top of his lungs. "GAMORA, WHERE ARE YOU?!"

But Quill got no response. Still, he kept his determination at maximum.

"GAMORA! IT'S ME, PETER!"

"Screaming isn't going to do anything," remarked Mantis, the female member with antennae. "I can detect to see if she is alive."

Quill was amazed to hear this.

"You can do that, Mantis?"

Silently nodding, Mantis activated her powers and for several minutes, she tried to listen for any sign of life. Finally, she heard a faint voice.

"Pe…Pe…Peter?" the voice cried out faintly and ghostly. "Is…is that you?"

"She is here," Mantis said, much to Quill's delight. "This way."

"Where are you going?" Quill asked as he followed Mantis, while Rocket, Thor and Groot lagged. "Wait for me!"

"Seems to me like Gamora is only kind of gone," remarked Rocket, looking up at Thor. "Come on!"

The Guardians followed Mantis as she continued to track the source of Gamora's location. Soon, they arrived at a plaque from the United States.

"She is here," said Mantis, looking back at Quill. "Gamora stands over by this memorial."

"Gamora?" cried Quill, looking at the plaque. "Gamora, can you hear me? It's me, Peter."

"Peter?" the ghostly voice asked. "Peter, is that you?"

"It's me, Gamora," Quill said, happy tears forming in his eyes. "I…I can't see you, but I can hear you."

…

Just then, Quill and the Guardians watched as a ghostly figure started to form in front of them. The figure took on the form of a green skinned figure.

"Gamora!" cried Quill, shocked at what he was seeing before him. "Gamora, it's you!"

He tried to hug her, but he couldn't because of her ghostly form.

"Yes Peter, it's me," she said as the blue skinned female stepped forward, also with tears in her eyes. "Nebula."

"Sister, I can't believe it. You're alive! I thought that…"

"Thanos destroyed my physical form, but my spirit resides on the moon," interrupted Gamora.

"How long have you been here?" asked the hulking male member of the group.

"Not very long, Drax. After Thanos murdered me for the soul stone, a winged pony brought my spirit here."

The looks on the guardians' faces turned from joy to confusion upon hearing this.

"What winged pony?" asked Quill.

"All I know is that she carried my spirit for Vomir to here," answered Gamora. "I don't know why, but I am here."

"It doesn't matter," said Quill. "All that matters is that I saw you again, even if you are a spirit."

Gamora smiled, knowing that she too, was seeing the love of her life again. But, ever the true leader, Thor was eager to learn more about the winged pony who brought her to the moon. Suddenly, he noticed a medium sized structure, standing right next to them.

"Take a look at this," Thor cried to the other guardians, holding his illuminated hammer at the structure. "It's a house of some sorts."

"Whoever thought that they could build a dwelling on the moon?" remarked Drax.

"The winged pony said that for 1,000 years, she lived on here, banished by her own sister," explained Gamora, causing a look of shock to form on Nebula's face. "Yes, I know it's shocking, believe me."

Suddenly, Rocket raced into the dwelling with Groot following behind.

"Rocket, Groot, get back here!" cried Quill, heading into the dwelling with the other guardians. "It might be booby trapped!"

But Rocket nor Groot listened. Stepping into the dwelling, they looked around seeing a place of eternal night before them.

"Guys, what are you doing in here?" cried Quill. "You can't just barge in here without noticing the dangers."

"We may need supplies for our ship," said Rocket. "I mean, we are running low on food."

"I am Groot!" called Groot as he opened up a drawer and pulled out a picture of two winged ponies, one taller and one smaller.

"Put that down, Groot," said Rocket. "We aren't looking for family heirlooms!"

"Wait!" said Gamora, floating over towards Groot. "That's her. That's the pony who rescued me. The small one on the right."

"What's her name?" asked Thor.

"She said her name was…Luna," answered Gamora. "Princess Luna of Equestria. But on the moon, she was known as…Nightmare Moon."

Taking the picture, Rocket handed it to Thor and proceeded to continue rummaging around the dwelling.

"Look Rocket, I don't think we should be playing around with this Princess Luna's things," suggested Quill as Groot handed him a hairbrush. "I mean, what do you guys think we are going to do with this?"

"I could always use something to brush my fur, Quill," remarked Rocket as Quill put the hairbrush on the floor. "Help yourself. These things are probably itching to be used."

Picking the picture up off the ground, Thor held it up and studied the two ponies in it. He couldn't help but feel sentimental at what value the picture held.

"What is it, Thor?" Quill asked while Drax, Mantis and Nebula joined in the rummaging. "It's just a picture."

"It's not just any picture, Quill," sighed Thor. "This is a picture of…siblings. These two ponies were sisters like I was a brother to Loki."

The Asgardian then began to live the moment that his brother was put to death by Thanos. Despite the cruel injustice between them, Thor and Loki were brothers and Thor began to realize that if they could find Gamora, he could find his own brother.

"Well, maybe he could still be alive," suggested Quill, placing a hand on Thor's shoulder. "I mean, if we could find Gamora, we can find your brother."

"It's not that simple, Quill," Thor remarked. "It's just not that simple."

Before he could be asked another question, Thor left with the picture of the two winged ponies still in his hand.

…

…

Meanwhile, Deadpool opened his eyes and found himself in a wooded area. However, he noticed that there was something off about him. He felt himself no longer standing on two legs. He was now standing on all fours.

"What in…what the hell is going on here?" he groaned. "Why can't I stand the…?"

He suddenly turned and looked down at a river, seeing the reflection of the creature he had transformed into, letting out a loud yell.

"HOLY SHIT! I'M A PONY! AN EFFING PONY!" he yelled, running around in a panicked voice. "HELLO?! ANYBODY THERE?!"

But alas, all that Deadpool could hear was the sounds of birds fluttering in the skies above him.

"This is a joke right?" he asked himself. "This is an effin joke? I can't be a horse, can I?"

Tripping over a rock, he landed on his stomach in a muddy puddle. Suddenly, he heard footprints coming towards.

"Oh whoopie doodie doo," muttered the now ponified Deadpool, trying to reach the swords on his back. "Now I can't reach for my swords. This is a fun idea!"

Suddenly, a zigzagged line of magic came towards Deadpool, striking him back into the muddy puddle. Getting to his feet, he attempted to combat the source of the disturbance who revealed itself to be another pony with a magenta coloring and a broken horn.

"Who are you?" Deadpool asked, struggling to get to his feet. "What do you want with me?"

The pony said nothing, merely standing down at Deadpool, her broken horn's magic locked on him.

"Look, if you are going to effing kill me, just do it."

Still, the pony said nothing. Suddenly, another voice was heard from the bushes.

"Tempest?" asked the voice of a lipsing individual. "Tempest, what's that noise?"

Stepping through the bushes, the voice revealed itself in the form of a small gray hedgehog.

"An intruder, Grubber," the broken horned pony finally said. "A pony intruder."

"Okay, first of all," cried Deadpool, trying to get to his feet. "I am not a pony! I am a guy that stands on two legs. Secondly, you mind telling me who you are?"

After a brief silence, the broken horned pony finally spoke, lowering her horn off of Deadpool.

"I am Fizzlepop Berrytwist," she said. "But you may call me…Tempest Shadow."

Deadpool had met his first pony inhabitant of this so-called land of Equestria.

…

Elsewhere, at the same time, Thanos and his band of misfits had arrived at Camp Everfree, seeking to conquer the campground for themselves.

…