Ponyville was considered an idyllic place by most ponies standards. Beautiful scenery, great landmarks, the magical and scientific capitol of the world. But nowhere more so than Golden Oak Park. It was a perfect place to go for a trot, do some sight seeing by the lake, or else get in a good morning jog with that special somepony. Right now, that's just what Twilight was trying to do.

A purple mare of average height and build, Twilight Sparkle sported the rare wings of a pegasus matched with the horn of a unicorn, marking her as one of the rare alicorn breeds of pony. A mane of darker purple, marked with a lighter pink streak, was well brushed if fairly simplistic and matched her tail, and the mark on her flank was that of a six pointed pink star with six tinier white stars beside each point.

Jogging just a little ahead of her, and not nearly as winded, was an earth pony with a brownish-orange coat and a dark green mane, to say nothing of an athletic build. The mark on his flank was that of an oak tree. Timber Spruce slowed to a trot to allow his fiancee to catch up with him. She was hyper ventilating, and not just from the run, but also from talking, to say nothing of the fact that she commonly rambled a mile a minute whenever she was stressed. Normally he found it adorable, but right now he was concerned she'd soon pass out from lack of air if she didn't stop a breathe a second.

"Easy, Twili, you're rambling," he said.

"No I'm not!" she protested, speaking a mile a minute, and right over him to boot.

"You totally lost me."

"Look," she explained. "You know how you're having a dream, and in the dream you feel like you're flying, and then you're falling, right... and your wings spread out to try to catch yourself, and suddenly you..."

"Fall right off the bed?" he guessed, having not quite the same idea about flying as she did.

"Right!"

"Yeah, sure, everyone has dreams like that," he replied easily. The ones so real they seemed realer than real. The two of them trotted over to a bench as their conversation continued, the jog over for now. Later they might jog back to Twilights Tower, but for now they were just going to enjoy one another's company on this peaceful day.

"Right, so, along those lines... last night... I totally dreamt... we had a child! A little filly of our very own!" Twilight exclaimed. Timber regarded her with a wry smile, well aware of how enthusiastic she could be. "We named him after you're uh... your eccentric godmother, what was her name?"

He smiled at the memory. "Flurry Heart."

"Right, yes! Her! We named her Flurry Heart!"

"Twili, if you wanted a kid, you could've just asked. I am very much not against trying, if you catch my drift," he added with an eye-waggle that made her blush. "But you might not want one around the home if you're carrying this around with you everywhere," he said, laying a hoof over her heart.

And, more specifically, on the magical chest plate she was wearing with an emblem of her cutie mark. Made of alloyed platinum and layered with complex spells.

Twilight smiled sheepishly. "It's nothing, really... it's just a housing for nanoparts and a focusing lens for my magic..."

"You're not helping your case," Timber said with a laugh. "You don't need it. We're doing just fine now."

"I know! It's just for protecting us. All of us. Including future usses. Like a Flurry Heart. Just in case there's a monster behind the book shelf, instead of..."

"... books?" he asked dryly. While well read, he wasn't nearly as much of a nerd as his girlfriend.

"You know me so well," she said, a heavy blush suffusing her purple cheeks.

Timber Spruce smiled, knowing her well indeed, and nodded, leaning in to steal a kiss. Twilight closed her eyes as she accepted it, gently kissing back...

... until a warm light washed over them both, and they glanced up at an open portal of green energy in the middle of the Ponyville Park.

A pale purple pony stepped through, wearing a long red cloak draped over her shoulders. She introduced herself immediately, having little time for small talk.

"Twilight Sparkle... I'm Starlight Glimmer. I'm afraid I need you to come with me."

The purple alicorn could only stare in both amazement and annoyance at the interruption. Seemingly realizing her social gaff, Starlight quickly went on to extend her congratulations on the upcoming coronation. Which did nothing to explain anything to Twilight about either her sudden appearance or her interest in her specifically.

"... I'm sorry are you handing out tickets or something?" Twilight asked, put off by the unicorn's strange attire. She wasn't very fond of magicians since her last encounter with Trixie.

"We need your help," Starlight said solemnly. "Seriously, it's not overselling it to say the fate of the entire universe is at stake, not just Equestria."

"And who's "we"?" asked Twilight, still suspicious.

Doctor Glimmer glanced to her side, as another personage stepped through the portal. One familiar to Twilight. A yellow hoof waved timidly.

"Hey Twilight," said Fluttershy softly.

If the appearance of the mystical sorceress had surprised Twilight (and it didn't, she told herself), the appearance of her old friend, long lost and missing for years, threw her completely out of whack.

"Fluttershy?"

The yellow pegasus nodded, trotting over slowly... then threw her hooves around Twilight's neck and hugged her tightly, clinging to her for support. The purple alicorn returned the hug tenderly, glancing over at Timber, who shrugged, trying to look supportive. He'd missed Fluttershy too. Easily one of Twilight's best friends, she'd been gone a long time now. Twilight was rarely speechless, but this had completely robbed of her any ability to speak, knowing not what to say.

All she knew now was that Fluttershy looked like she'd been through hell, and worse was the haunted look in her eyes. Because it said that things weren't over. That the hell she'd been through... was coming. Coming for all of them.


Naturally, their was some explaining to do back at the Glimmer Tower.

Fluttershy already knew some of this from what had happened, and pieced together the rest with the help of Sunburst and Starlight. That's when they'd come to the conclusion they needed to bring in Twilight Sparkle (and through her, preferably the rest of the Avengers). So the Iron Mare sat in the corner of the room as Sunburst wove an illusion to illustrate his narration.

"At the dawn of existence, there was nothing... then... boom, wham, kapow! The Big Bang sends six elemental crystals... hurtling across the virgin universe. Elements of Harmony. Whether by coincidence or greater design, meant to create harmony and unity throughout all of existence."

Six tiny gemstones floated out across the myriad array of stars he'd conjured into being in the room, showing each of them drift past Twilight, a multicolored facet of power.

"Loyalty..." A ruby lightning bolt flitted past.

"Laughter..." A blue balloon image drifted by.

"Honesty..." An orange apple emblem became visible.

"Generosity..." A purple diamond shape floated on by.

"Kindness..." A pink heart design, and a familiar one to Twilight. She recognized it as the Element her brother-in-arms had with him.

And here Starlight Glimmer paused, gesturing to her necklace dramatically. "And Magic..." she added, her horn lighting up. The Eye of Starswirl opened up, revealing within an amethyst star, the Element of Magic, in a convenient carrying package.

Following along so far with a distant nod of her head, Twilight was busy absorbing the information, but while she filed away knowledge on the Elements for future use, her focus was on the one who wanted them. The enemy. The one she'd been preparing for over half a decade to fight against.

"... tell me his name again."

"Grogar," said Fluttershy, suppressing a shudder. "He's... he's a monster, Twilight. He invades worlds, takes what he wants, wipes out entire civilizations. Covers the planets with darkness. They call him the Father of Monsters, and it isn't just for show. He sent Trixie. Ponyville, that was him."

The invasion. A seemingly random event suddenly fit like a puzzle piece. Everything started to fall into place in Twilight's mind. Between Trixie's attack on Ponyville with her army, and then all the chaos involving the Alicorn Amulet and Discord and the Element of Kindness... it was all starting to make sense. And then Rainbow Dash leaving to find out more about the Elements. And now...

They really were coming back.

"This is it," Twilight murmured. What she'd been waiting for, preparing for, fearing for. More firmly, she asked, "What's our time table? How soon until the Grogar gets here?" Ye gods, did she have her invasion preparation checklist lying around somewhere?

Fluttershy shook her head, unsure. "No telling, but Grogar already has the Elements of Laughter and Loyalty, that already makes him easily the most powerful creature in all of existence. If he gets his hooves on all six..."

"... he could spread darkness across the entire universe," Starlight finished for her.

Twilight definitely didn't like the sound of that. Not one little bit. Mulling over the problem for a bit, she did hit upon one obvious idea. It seemed almost too obvious not to have already been considered, but best to try. "If he needs all six Elements, why not just throw this one down a bottomless pit?" she asked, indicating the Eye of Starswirl around Starlight's neck.

She shook her head. "Not likely."

"We uh, we took a vow to protect the Eye," Starburst explained, adjusting his glasses self-consciously. "A super serious vow."

"And more to the point, this could be our best chance of defeating Grogar," Starlight added.

Twilight spotted an obvious flaw in that plan. "Yeah and conversely it could be his best chance against us if he gets his nasty hooves on it."

"I'm confident in my ability to protect the Element," the paler unicorn replied testily.

"Really? 'cause you better be really sure... or we're all bucked..." Twilight replied.

The two of them were face to face at this point, almost muzzle to muzzle, and looking decidedly cross with one another. Not anxious to have a fight break out, Fluttershy tried to gently push them apart with her hooves. "Alright, alright, that's enough now," she said sweetly. "Look, can we come back to this later? The important thing is we have this Element. It's safe with us, at least for now. But the Element of Kindness is out there somewhere with Shining Armor. We have to find him, and soon."

Grimacing, Twilight realized the yellow pegasus had a point. "Yeah, about that..."

"About what?"

"Shining Armor's been gone for two weeks on sabbatical... he wanted some privacy so I took off my locator spell. We lost contact with him a while ago."

"What?" Fluttershy blinked, aghast. "Twilight, you lost another one?" she asked, referring to the trouble they'd had with the so-called "Age of Discord."

"I didn't lose him, I just... don't know where he is," she replied sheepishly.

"Distinction without a difference," Starlight deadpanned, not helping. "We can use a new locator spell..."

Twilight shook her head. "It won't work, he's not easy to find because of his... unique magical make-up. Technically he doesn't even register as a living creature. He needs to be in the room to apply one for later use."

"Who could find him then?"

And that was the worst of it. Twilight sighed, knowing full well for all his talk of finding himself and taking time off, her 'brother' was spending time with the Pink Witch. While a wanted criminal according to the Accords, Twilight just couldn't muster up the energy to go after her or the others, and so she let Shining have these little sabbaticals, in the vain hope it would bring the two groups back together again sometime. But if he was off with Cadence, they'd be laying low somewhere. And that meant the best person to find them was the last person Twilight wanted to talk to right now.

"Probably Applejack."

Catching on to the problem immediately, Starlight threw her head back and groaned. "Oh good gods..."

Not following, Fluttershy pressed on. "So call her."

"It's not that easy," Twilight replied. Then realization set in. "Wow, that's right, you weren't there..."

A shake of her head confirmed it.

"The Avengers broke up. We're no longer a thing," said Twilight, going for the simplest explanation she could go for. No sense dragging up the whole Pillar Accords, the split between Pro and Anti Registration, or her own involvement in what remained of the Avengers, a measly three (four if she counted Spider-Stallion, who'd declined the offer), or Applejack's collection of Secret Avengers still running amuck somewhere in Equestria. "Captain Equestria and the Iron Mare fell out hard... we're... we haven't spoken in..." She paused. How long had it been?

Trying her best to be understanding, but firm, Fluttershy placed a hoof on Twilight's shoulder. "Twilight Sparkle, you are my friend and I love you, but you have to listen to me. Rainbow Dash is gone. Grogar is coming. It doesn't matter how you feel, we need to talk to Applejack. Right now."

She was right. She was absolutely right. Which left only one option.

Fiddling with the satchel at her side, Twilight pulled out something. A piece of marble, small enough to fit into the hoof. On the smooth surface, three apple runes had been carved into the surface. A runestone, meant to communicate long distances. This one was Applejacks, enchanted to contact her when and if she was needed.

Well, sadly, right now she was needed.

Twilight hesitated, about to touch the runes and activate the stone... when she paused.

Something wasn't right.

She wasn't sure what at first, then she noticed it was growing darker. Glancing up, the four ponies saw outside of the window that a dark shadow was stretching over the sky. Not a cloud in the sky, and the middle of the day, and yet it was growing dark. And they spotted debris starting to fly by, despite Twilight being positive today called for forecasts of sunny and warm all day, if not all week.

A nameless dread climbed up her spine, making her feathered wings shiver.

Without a word, Twilight galloped to the door to Glimmer Tower, throwing it open. The streets of Ponyville were awash in chaos. She made her way down the street as the others quickly followed behind, Sunburst casting a locking spell on the doors before bringing up the rear, Fluttershy and Starlight trying to keep up with Twilight's frantic pace. Eventually, she turned a corner and towards the main square. Hovering high overhead was a huge, circular vessel of decidedly alien origin. Floating directly over the heart of Ponyville. Vaguely resembling a zeppelin, it was much more massive, metal, and dangerous looking. And while everypony else was fleeing from it in droves, Twilight, Starlight, and Fluttershy headed towards it. Heading right into the heart of danger.

Again.


Meanwhile, nearby...

A long school carriage was passing over the bridge connecting one end of Ponyville to another.

On this bus was a collection of students from Friendship High, a prestigious school in uptown Ponyville known for their excellent academic records, as well as accepting policies. Amongst them, Sandbar, a pale yellow pony with aqua-green mane, was half-relaxed and at ease as he went over his mathematics homework. However, midway through the sixth problem, he felt a tingle run down his mane. His spider sense was going into over drive, and that meant only one thing: trouble.

Glancing out the window, he spotted the alien ship easily in the distance, and quickly reached over his seat to his closest pal, the excitable hippogriff Silver Stream, for help.

"Stream, quick, I need a distraction," he pleaded with her.

The hippogriff barely even noticed Sandbar, she was instantly entranced by the sight off in the distance.

"Oh wow! It's an alien space ship, you guys!"

The others in the carriage quickly jostled for a look, crowding around the windows at the back. Leaving Sandbar completely unnoticed.

Well, that worked, Sandbar thought. With the students distracted, Sandbar was free to do his work. Meanwhile, at the front of the carriage, the driver grimaced as she felt her vehicle jostle from side to side by the rough housing, over eager students. A regal unicorn with milky white coat and a short cut mane of auburn red, she seemed remarkably blasé about her charges as they clambored around the windows for a better look.

The name tag on her vest identified her as Fauna Luster.

"What's the matter, you kids never saw a magical space ship before?" she asked. Rolling her eyes good naturedly, she muttered "kids these days," under her breath.

Waiting for an ideal moment, Sandbar pull his custom designed web shooter from his backpack and snapped it over his foreleg, beside his hoof. With it, he shot out a magical web from his wrist, yanking open the window emergency latch. Deft and swift, he launched himself hooves first out of it, catching the side of the carriage on the way and then rolled onto the ground, and then over the side of the bridge. Another web line shot out and he went slinging his way towards the invading alien ship. As he did, he effortlessly slid on the mask of the Spider Stallion.

It was hero time.


Authors Notes:
So, yeah, if it wasn't obvious earlier, the story is running on the equestrian level of technology, which leans towards more magic and less science. Even so, it fulfills much the same purpose, it's just what a thing is called as opposed to what it is. Runestones instead of cellphones, chariots instead of cars, and zeppelins instead of planes. More advanced tech you'll see (especially for Ponies in Space!), but not as commonly available.

Sandbar as Spider-Stallion was a tough choice to make, I needed someone younger than the Mane Six to fit the role, but the CMC still felt too young, and I wanted them if not all together to be collectively heroes, as opposed to using just one like Apple Bloom and then ignoring Sweetie Belle and Scootaloo. I picture that the Young Six or the Student Six would be Spider-Man's assorted neighborhood crew instead, like Silver Stream as Ned Lee and Yona as Mary Jane (and if I'm being cynical, maybe Galus as Flash). Don't expect to see many of them in this story, though I may include cameos later on.

Discord won't be appearing in this fic. Much as I love him, he's a storybreaker with too great a power to properly convey, and a personality that isn't serious enough for the story. Changing either wouldn't be fair to him. So I referenced him as the Ultron of this universe, a joint magical creation of Fluttershy and Twilight (the two ponies he's arguably closest to in canon) and left him at that. You can imagine he was just as villainous as Ultron or more sympathetic in the end, but either way, he's gone.

Fauna Luster is an anagram of Lauren Faust, who of course helped bring Friendship is Magic to life. Naturally, she cameos in the same vein as Stan Lee. Seen it all.