Elements of Harmony Chapter 77: It's the Heat That Makes You Strong, a X-overs + My Little Pony Crossover fanfic

77. It's the Heat That Makes You Strong

THE FOREST OF ELRIT, ASGARD

After Mar-Vell's announcement, there was, at first, stunned silence. Then, Iron Man: "What the HELL do you mean Loki is alive?"

"It was him I saw at Malekith's capture," Thor realized out loud. "It has been him all along…"

"I don't know exactly what happened," Mar-Vell explained, "but Odin is dead and Loki has been in his place. He had been disguising himself as Odin this whole time."

"No," Twilight whispered.

"He is attempting a hostile takeover of this world, and possibly has his sights set on more along with his allies," Mar-Vell went on. "The most powerful weapon in the Kree arsenal has already fallen to one of his associates."

"And just so we're all on the same page," Iron Man broke in, knowing full well the answer to the question he was about to ask, "who are these 'allies' of his?"

"The one who has taken the Universal Weapon is Victor von Doom," Mar-Vell stated. "The others, I do not know, though the more I think about it, the more I remember…one of them I engaged was one who was known as the Green Goblin back on Earth."

"Osbornnnnnnn…" Hawkeye growled, the word tapering off into a hiss at the end.

"H.A.M.M.E.R.," Applejack stated sternly.

"We KNEW it!" Rainbow Dash chimed in.

"It gets worse," Mar-Vell went on. "Thanos and the Chitauri have arrived, though I'm not sure if they're in alliance with Loki or against him. His warriors seem to be fighting them. They have another ally as well. Annihilus. He has brought his own troops with him. They are the reason we were drawn here. They pose just as much of a threat to Asgard as Loki and Doom if not more. Rumors had spread that Thanos has aboard his ship a weapon that can eliminate an entire world at a time."

"So why doesn't he just use it now?" Twilight asked.

"Were I to guess…" Thor mused. "If he truly stands against Loki, he wishes Loki to be punished. The way to do that would be to let Loki watch everything he wants to own become destroyed. Destroying Loki along with Asgard would be no punishment."

"So until Thanos figures out a reason why he shouldn't string Loki along anymore," Ms. Marvel realized, "we have time."

"Time…" Mar-Vell repeated. "You don't intend to – "

"We damn well mean to," Wolverine insisted.

"We can stand up against them, and you know it," Captain America insisted.

Mar-Vell nodded. "And your newer allies?"

"We survived an Olympian-scale battle," Twilight pointed out. "Asgardian shouldn't be any worse."

"Now, before anything worse happens," Captain America said, "we need to stop stalling and move out."

Mar-Vell nodded. "Good luck. We're turning back too. We're not going to close off the portal so long as you might need it to get back. There's no telling if the Bifrost is going to work after this." He returned to a state of floating.

"GO!" Captain America cried, and the entire group rushed toward the besieged city.

As they ran, Rarity noticed Spider-Man removing, of all things, a camera from a pocket. "What is that?" she asked.

"Photography's a hobby of mine," Spider-Man answered. "Trust me…if I can get some shots of what Osborn's REALLY been doing, I can get them to the right place. Just leave it to me. He's not getting away with this when it's all over."

"Well, just so long as these pictures get my good side," Rarity sighed.

The Green Goblin hovered to a halt over the square where Blackheart, Loki, Doom, and Crouch were gathered. "A word from your eye in the sky," he stated. "Just thought you might want to know that the Avengers have finally come out of their little hidey-hole. And they brought friends!"

"What manner of friends?" Doom asked.

"All sorts, from the looks of it," the Goblin replied. "Everyone from the Fantastic Four to…well, I believe I even spotted the so-called spectacular Spider-Man among them. On a direct course from Elrit, where we left the portal."

"Perfect," Doom said. "Now we can pick them all off."

"I didn't expect them to have brought so many," Loki admitted.

"It changes nothing," Doom asserted.

"Were the other Element bearers with them?" Loki asked the Goblin.

"I believe I spotted the Iron Man fangirl and her little friends, yes."

"Then I must take care of a loose end." Loki turned and made a brisk course back toward the castle.

Annihilus had put up his best against Pinkie Pie, and she had done the same short of unleashing her final attack. As a Mahou Shoujo, she had dodged his blows, hit him with everything she had in her dual pistols, and left him rather confused. He'd managed to damage most of the rooftop and put holes through several adjacent buildings.

She fired again and again at Annihilus, and he could not understand why he felt himself weakening. Pinkie Pie considered finishing him off, as he staggered, with her final attack, the launcher…but something in the back of her mind told her she needed it for something else. A greater threat would come in the battle ahead, and she couldn't waste her strength.

So she brought out an old standby: the Party Cannon. "HAPPY SUMMER SUN CELEBRATION!"

BOOM.

Annihilus was knocked backward, off the building, by the blast of the cannon.

Before Pinkie Pie could take in the victory she'd landed, she felt a hand take her wrist. Her heart rate increased as she looked up to see none other than Loki.

"It's too dangerous," he said. "If you stay here, you will be harmed. Perhaps fatally."

"But I can take care of myself!" Pinkie insisted. "I just brought down this giant armored knight thing that was controlling all the bugs and – "

"Pinkie Pie, I will NOT see you hurt in this battle. Do you understand?"

Pinkie hung her head. "Okay…"

"Come with me. Hurry!"

Loki ran, dragging her with him. Into the palace they burst – the empty palace, for all warriors were outside. He brought her back to her chambers. "Stay here," he ordered. "You will be safe."

"Okie-dokie, Loki," Pinkie said sadly.

He closed the door, and she could hear him locking it, as well as dragging some heavy piece of furniture to block it off. There went any plans of breaking back out. She wanted to respect his wishes, she really did, and she believed he wanted to keep her safe, but she knew even more that she could hold her own.

So she crossed to the window. It was far too high off the ground to simply jump down. The nearest gable to the window was too far away to merely leap to and expect to land safely…if, of course, one abided by the laws of physics.

In certain cases, to Pinkie Pie, they were more like suggestions than anything else.

The insect servants of Annihilus gathered in droves. They hissed, charging toward any target they could find. One unlucky throng converged upon Black Panther, who proceeded to remove a pair of Vibranium spearheads from his sleeves and begin cutting the insects down two at a time, slashing and cycling.

And yet the insects converged ever greater; sensing such a threat, they pooled, piling up atop each other to reach Black Panther and take him down before he could bring down any more of them. Black Panther soon found himself in a veritable tidal wave of the insects, but he did not show the slightest reaction, simply continuing to fight up until the point that the Thing arrived and sent a good number of insects flying with one punch.

"Need a hand?" he asked teasingly.

The sound of the insects hissing in agony rose from the other end of the street; Black Panther and the Thing turned to see Wolverine cutting his way through the ocean of bugs, claws extended. "I wasn't expecting this," he grunted.

"I'm sure none of us were," Black Panther replied, cutting down another bug with a spearhead.

"This is ridiculous," Luke Cage broke in, grabbing two insects and slamming their heads together before tossing them to the ground. "We came here to fight Osborn, not act like an extermination service!"

As he said that, Iron Fist leapt onto a nearby insect, landing gracefully as ever. "Haven't you noticed?" he said. "They're moving toward us, even from distances where they couldn't know we were here." He spun through the air, kicking another one down. "They're moving toward those of us that are attacking them almost like they're being programmed. They have one goal, and they fixate on it." He grabbed one of them and hurled it against the wall. "Like something told them what to attack."

"Not that I like giving bad news," Wolverine grumbled, "but we're pretty fucked."

Black Panther, the Thing, Wolverine, Luke, and Iron Fist formed a circle, back to back to back, looking outward at the street that was flooded with insects. Still more were arriving.

"Don't give up hope," Black Panther said. "We can defeat them if we – "

"Suddenly find a small nuclear bomb," Wolverine interrupted.

There came a new sound: that of four voices, one female and four male, yelling wordlessly at full volume. Screaming their battle cry, Sif, Volstagg, Fandral, and Hogun barreled down the street, cutting through the ocean of insects with their weapons. The bugs fell faster than they could amass. When the four Asgardian warriors reached the five at the center of the attack, Black Panther, the Thing, Wolverine, Luke, and Iron Fist joined them, forming a line across the street, mowing down all insects that charged at them.

From ahead, energy beams rained from the sky, bringing down several of the bugs before the line could even get to them. Black Panther knew exactly who they belonged to. He looked up to see Iron Man firing upon the horde.

"Seriously, can I leave you guys alone for a SECOND?" Iron Man teased. "What the hell are these things, anyway?"

"It is possible that they are being controlled by some other power," Black Panther replied.

"Not merely possible," Fandral corrected. "One of Thanos' warriors who wears strange armor and carries a regal staff commands them. They follow his word, insofar as what comes out of his mouth is actually words."

"Can you give me any more specifics?" Iron Man asked.

"You thinkin'…?" the Thing questioned.

"Maybe," Iron Man replied. "Now answer the goddamn question."

"Purple armor," Volstagg said, "and a strange face. A mouth made of light."

"I've got a pretty good idea of what I'm looking for…" Iron Man mused. "Keep up the good work, guys." He sped away, removing his weaponry from the equation. The nine warriors on foot were the only line of defense against the insects, which seemed to be crawling from every crack in the city.

"He didn't," Iron Fist said.

"He did," Black Panther confirmed. "Why would you doubt him?"

"KEEP COURAGE!" Sif ordered. "We are beating their horde back! Show them that they will only meet destruction if they continue this way!"

And so with mithril blades and bludgeons and heavy fists and Vibranium spearheads and Adamantium claws and ancient arts channeled into limbs, the small troop kept on fighting, and as they did so, several of the insects began to turn away, finally grasping the concept of what was happening to their allies, recognizing the loophole in their instructions that let them run away from what was thinning their numbers.

As Annihilus settled down upon a rooftop, he heard a voice from behind him: "Annihilus, right?"

He whirled angrily, letting out a hiss at Iron Man.

"I thought so," Iron Man said, raising his palm and sending a beam of energy directly at Annihilus.

Annihilus leapt into the air before it could connect, firing his own beam at Iron Man with a screech. Iron Man rocketed over the beam, turning head over heels, before repositioning to fire at Annihilus again. Annihilus once again dodged and retaliated; Iron Man was quicker, and Annihilus' beam pierced a nearby wall.

Angered, Annihilus ducked below the rooftop level and began to fly down the street. Iron Man flew along the parallel street, and whenever there was a break between walls, one would attempt to hit the other and fail yet again.

"Cap told me about you," Iron Man said as he aimed for Annihilus only for Annihilus to fly below his blast.

"See, he explained all about your thing with the bugs," Iron Man said at the next time there was an opening between walls; Annihilus sent another charge of energy his way, missing and carving a large dent in one of the buildings that made up the gap.

At the next point where they saw each other, both Iron Man and Annihilus fired at the same time, each missing. "He said you were especially protective of that staff," Iron Man pointed out.

At the next break, Iron Man paused to watch several blasts of energy erupt from the gap in front of him. When they subsided, he flew aside the gap, calling out to Annihilus, "He even told me what happens if somebody breaks it!"

Annihilus hissed, suddenly realizing what Iron Man was about to do. He took off down the street at full speed; Iron Man crossed through the gap in buildings to the same street, pursuing at full speed. Annihilus pointed the staff backward, firing again and again, but due to Iron Man's reflexes, Annihilus did little more than puncture more holes in the towers of Nebulapolis.

With another burst of speed, Iron Man caught up. He grabbed Annihilus by the shoulders, pulling him back as hard as he could. Annihilus struggled, but not before Iron Man was able to grab the staff. Annihilus' grip faltered. Iron Man snapped the staff over his knee.

"Have fun with your little bug friends without this to protect you," Iron Man jeered.

With a cry of panic, Annihilus rocketed into the sky, making a beeline for Thanos' mothership. An entry opened up for him, and he careened inside; the ship closed behind him. He crashed onto the floor on his hands and knees.

"What is the matter?" Thanos asked, striding into the hallway. "Did they take your weapon?"

Annihilus just gave a hiss of confirmation.

"I would not worry," Thanos said. "Your army has been under your control for long enough now that their objective is written into their minds. You will be safe here, and without you, they will turn to the very targets we wanted them to destroy all the same. Now come with me."

Annihilus stood, following Thanos back to the cockpit. From there, they could see almost the entire city.

"Our warriors have not lost yet," Thanos said, "but the outcome is certainly not looking favorable for us. I fear that if this goes on for too long, I may simply be left with no choice but to destroy it all. A shame, as it would not allow Loki to suffer as much as I believe he deserves. Of course, there would also be casualties for both our armies, but they will be better off in the hands of my lady. I know there is no love lost if your soldiers are destroyed."

Annihilus confirmed that statement with another hiss.

"We shall let it play out a little longer," Thanos decided. "There may yet be time to see Loki's suffering without having to end him quickly. After all, the newest army is not fond of him either."

Annihilus made a sort of questioning buzz.

"It is rather like watching a show," Thanos admitted. "As though it were all a stage, perfectly set. It is a pity no one else can see it from that view."

"AAAAND ANNIHILUS IS DOWN FOR THE COUNT!" Discord crowed, setting off a firecracker.

"What WILL happen next?" Impossible Man asked, leaning over the edge of the floating couch and shoveling popcorn into his mouth.

Several unarmed Asgardian civilians were cornered by a host of Chitauri soldiers, all raising their guns to aim at them. The lead Chitauri readied to fire upon the oldest of the group - a white-haired man with a short-trimmed mustache, sporting as a strange fashion statement a pair of glasses with dark lenses – when a red laser beam struck the soldier's wrist, causing him to drop his weapon.

Vision descended, standing between the Nebulapolis natives and the Chitauri. He gracefully bent to pick up the weapon he'd caused the soldier to drop. "Interesting," he remarked, looking it over.

"We don't have time for sight-seeing," Ms. Marvel told Vision as she landed next to him. "Okay, you're all going to back off NOW, or it's about to get ugly for you."

The Chitauri responded en masse by aiming their weapons at her.

"Ugly it is," Ms. Marvel muttered before creating a great field of gold plasma and throwing it at the Chitauri troops, throwing the majority of them backward at high velocity. A few remained; Vision outdrew them, wounding them with the weapon he'd picked up from their leader.

Of those Ms. Marvel had thrown, several got up and retreated; several more stayed down, unconscious. But there were also a few who were getting up to attempt another charge, and seeing this, Ms. Marvel turned to the civilians, directly facing the white-haired man with dark glasses, and yelled, "RUN!"

They followed her command. She turned back to face the Chitauri troops, throwing them all down with another blast of gold.

"I believe you have knocked them all unconscious," Vision stated.

"It isn't over," Ms. Marvel told him.

Another troop of Chitauri rounded the corner, and their leader pointed directly at Ms. Marvel and Vision, yelling. Ms. Marvel could guess what he'd said: something to the effect of "There's the one who brought down the others!"

Ms. Marvel and Vision wasted no time leaping into the air and firing upon the Chitauri troops. There were three times as many here as they'd faced but moments earlier, and certainly too many for Ms. Marvel to take down in one blast. They got in several shots. Ms. Marvel felt one graze her cheek and another connect with her leg. Vision was also struck, on the shoulder, and she could see circuits exposed. She yelled in pain as they both dropped to the ground under the fire of the Chitauri.

Ms. Marvel resolved that were she to go down, it would be fighting. She raised a hand, putting up another plasma field in front of herself and Vision. The standing Chitauri readied their weapons.

And then, one by one, they fell.

A single warrior penetrated their ranks. An Asgardian, pale and white-haired, every inch of his body save his head encased in shadow-black armor. He wielded a long blade of black metal, tinted slightly red. He darted through the lines of Chitauri soldiers, slicing at each with this sword, and down went each one. Ms. Marvel lowered her energy field so as not to harm him.

When he had finished, he stood for a moment, tall among the bodies of the fallen Chitauri. He glanced at Ms. Marvel and Vision. "At the end of the street," he said gruffly, "they can heal you." He sheathed his sword and began to walk away.

"HEY!" Ms. Marvel yelled at him.

The warrior stopped. He gave a glance back over his shoulder, scowling.

"You're just gonna walk away like that?" Ms. Marvel snapped.

"I am curious as to your name at least," Vision added.

The warrior was silent a while. Then he made up his mind to answer the query as tersely as possible: "Oswald."

Then Oswald broke into a run, determined to find more targets.

The Chitauri troops continued down the street, determined not only to find and destroy as many Asgardians as they could, but also to fend off the invading armies that had come from Earth. A line of the soldiers ran at full speed, single file.

One by one, a single well-placed shot was fired upon each head. The line of Chitauri systematically went down.

The Winter Soldier wasn't much of one for admiring his work. Perched on a rooftop, he kept his sights trained on the streets in case more came. He knew that Captain America would probably berate him for causing so much death, would probably tell him to find a better way. But outside of his friend's influence, the Winter Soldier wasn't bound by any obligation not to spill blood in the name of protecting the innocent.

He kept watch upon the street, but his ears alerted him to the skimmers descending behind him. He quickly turned to face five Chitauri soldiers. No doubt, they'd figured out he was assassinating their allies in the streets.

The Winter Soldier leapt toward the nearest one, knocking him across the face with the body of his gun. He flipped that soldier over, moving to the next, shoving the body of the gun into his chest and pinning him to the ground. One punch and the second soldier was down. The Winter Soldier leapt to shoot the third and fourth point-blank; the fifth managed to charge him, and so the Winter Soldier ducked the last Chitauri's attack, slipping by him, before spinning around and grabbing the Chitauri warrior by the shoulders, throwing him off the roof to hit the streets below. The second and first soldiers were both slowly starting to revive; the Winter Soldier put an end to them quickly with two more shots.

Ten more skimmers descended. The Chitauri fired upon the Winter Soldier in unison; the only way out was to jump, and so the Winter Soldier did, leaping off the roof to the street below, landing expertly in a crouch that absorbed the shock. As he stood, the skimmers landed, surrounding him.

The Winter Soldier was ready. First, a shot to the chest of the nearest warrior. Then he clubbed the second with his gun –

The five behind him fired at once. He ducked to avoid the fire. Two Chitauri soldiers rushed toward him, weapons at the ready. They didn't aim at him. With the united blasts of their weapons, they shattered the gun.

The Winter Soldier stood, looking around at the eight that surrounded him. They believed him unarmed.

"So you want to do this the old-fashioned way," he muttered, drawing a small knife from his pocket.

Two rushed him, and he landed a solid kick to the chest of one, through a gap in the armor, while driving the knife into the chest of the other. The one kicked fell to the ground, and the Winter Soldier was upon him, slashing the knife across his throat. The Winter Soldier then dropped to the ground and rolled across the stone to avoid the next hail of gunfire from the remaining six; he leapt up and grappled one of the soldiers, flipping him, slicing his neck along the way. His fist, then foot, slammed into the head of another, who stumbled and fell, taking yet another with him. While those two were down, the Winter Soldier turned to the last three. His blade found the wrist of one, causing him to drop his weapon and clutch his arm. The Winter Soldier picked up the fallen weapon, making use of its projectile functions. The Chitauri army, he mused, mustn't have been well trained in the art of landing shots. Three blasts felled the warriors before him.

The last two were struggling to their feet; the Winter Soldier launched the knife behind him, and it lodged in the throat of one. The last one then ran away, not looking back.

Retrieving his knife, the Winter Soldier contemplated the retreating back of the last warrior. He ultimately concluded it was best to let him live. Perhaps he was letting the idea of what Captain America would say get into his head. Mentally, but jokingly, he cursed Steve before sheathing the knife.

Mockingbird slammed first one, then another Chitauri soldier in the head with each end of her staff; they both fell unconscious. "Kinda reminds me of old times," she remarked over her shoulder.

"Kinda does," Quake agreed, her back turned to Mockingbird. She sent out a shockwave that caused every single Chitauri soldier running toward the two women from that direction to lose footing. "Almost a shame Hawkeye's missing this."

Rhodes descended into a street packed with Chitauri soldiers and insects, utilizing the full power of War Machine to blast his foes away. The insects scuttled out of range; the Chitauri were overtaken and fell to the ground.

Rhodes thought he had a minute to take in his victory, to breathe for a moment. But he was hit from behind by a powerful force, knocked head over heels, rolling down the street, consciously aware that his armor rubbing against the stones was creating a trail of sparks. When he halted, he was quite sore, and utterly mystified. He was certain a blow of that magnitude could only have come from a large monster of sorts…that, or someone in possession of an inordinate amount of energy.

He heard footsteps approach him. Then a condescending drawl: "Well, if it ain't one of the tin cans."

Rhodes stood, taking in the sight of Shocker. He felt as though he'd seen him somewhere – on the news, a headliner, some colorful criminal, but there were so many of those. He couldn't put a name to the face, nor could he believe that this man was the source of the shockwave that had knocked him over.

"And what's more," Shocker realized, "you ain't even the original tin can. You're the knockoff."

"I'm not – "

Shocker cut Rhodes off. As he raised his arms, Rhodes caught sight of the gauntlets, and the truth clicked a second before another great wave caught him, sending him flying and crashing into the stones.

Rhodes was faster getting to his feet that time, blasting twin beams out of the palms of the War Machine suit. They collided with Shocker's third attempt upon him, and he could feel the pressure as the two forces shoved against each other. He had the terrible feeling he was losing.

Captain America turned onto the street then, seeing from afar Shocker and Rhodes locked in their battle of conflicting energies. Fearing for Rhodes, he charged.

"NON TAM CITO!" Mysterio launched a small metal sphere into the street before Captain America. A grenade, Captain America thought at first. But it cracked open, emitting a cloud of putrid green smoke that enveloped Captain America and several feet around in all directions. A smoke bomb, then. He couldn't tell how far it had spread, only that he was in the center of it. But he knew which way it was to get to Rhodes, so he took off running.

A magenta bat made of machinery careened out of the smoke and collided with his shoulder, exploding. Captain America reeled, nearly losing his footing. It had burned. His particular genetic enhancements had protected him from a much worse fate, and all the same, it was a small bomb, but where there was one…

A rain of bats suddenly became visible, and Captain America was running into a cloud of them almost as thick as the smoke. He put up his shield to cover his face. He heard and felt the small machines colliding with it and the resulting explosions occurring relatively harmlessly on the other side of the shield. However, the rest of his body was still pummeled with them. Again and again, explosions sending pain coursing over his skin and burning him. Still he pressed on. If he didn't, he feared, Rhodes would lose ground. Perhaps Rhodes already had lost ground.

He ached, he burned, he could tell his clothing was ripped in several places and exposing red, raw skin. He would take as much of the abuse as possible before he collapsed. Then he realized the bats had stopped coming. He'd run right past their source – right past Mysterio, though he didn't have the foggiest that there was someone releasing them from further on in the cloud. And he kept running until he burst through the other side of the smoke.

He had a clear shot to Shocker's back, and he took it. With a flick of the wrist, the shield left its protective position over his face, slammed into Shocker's back, and rocketed right back into Captain America's hand. Shocker stumbled onto one knee. Rhodes' beams slammed right into him, and he toppled backward onto the street with a cry of rage.

"NO!" Mysterio wailed, running out of the cloud of smoke. "HE WASN'T SUPPOSED TO MAKE IT OUT!"

Captain America stood over Shocker, shield at the ready. Rhodes, on the other hand, was diverted by Mysterio. He rocketed forward, using the jets built into his armor's feet to quicken his speed, and grabbed Mysterio by the fabric over his chest, slamming him up against a wall.

"What did you DO to him?" Rhodes snarled.

"Apparently," Mysterio grumbled, "I underestimated him."

"Stay down," Captain America ordered Shocker.

"Or you'll what?" Shocker asked, pointing one of his arms upward.

Captain America slammed the shield into the gauntlet upon it, forcing Shocker to lower his arm. "Stop you from hurting anyone else."

"I know all about you, CAP. You're a bleedin' heart. You can't do a damn thing to me."

"I can see you locked away for life," Captain America told him.

"But I'm afraid you won't get the chance," Mysterio broke in. "CONSILIUM…B!"

He threw down another smoke bomb. Rhodes felt Mysterio squirm out of his grasp, and Captain America took one blast from Shocker, reeling over onto his back and quickly scrambling to his feet again, before hearing the sound of two pairs of feet running away, back down the direction from which Captain America had run. "GO!" Captain America yelled, and Rhodes understood immediately. The pair gave chase.

Captain America was easily fast enough to overtake Shocker and Mysterio; Rhodes threw a little energy in from War Machine, and the two of them emerged on the other side of the smoke cloud in time for Captain America to tackle Mysterio from behind and Rhodes to do the same to Shocker. They brought the two criminals down to the ground hard, knocking Mysterio's helmet off so that it rolled away into the alley, and as if on cue, several Asgardian warriors pointed their blades at Shocker and Mysterio.

"I take it you can take it from here?" Captain America asked, wrenching Mysterio's hands into a lock behind his back and looking up at the Asgardian troops. Next to him, Rhodes was stripping Shocker's gauntlets away and tossing them aside where they could do no harm.

"We will take these threats to our people into custody," a swordsman confirmed.

"I KNEW we'd end up like this, you idiot!" Shocker barked.

"And how is that MY fault?" Mysterio growled.

The pair was turned over to the Asgardians, who slapped chains on their wrists and led them away.

"I still don't believe the amount of force that guy was able to use," Rhodes remarked. "Hey…you okay?"

"I've been through worse," Captain America told him.

Scott Lang was surrounded. To his left, bugs. To his right, bugs. Clambering over the rooftops on both sides to look down on him, bugs. They hissed, they clicked. They wanted blood.

As they advanced, Lang desperately screamed out, "NO!"

And they listened.

The insects stopped, staring at Lang as if awaiting further instruction. That was when it occurred to him. They were, in fact, insects. Strange ones, otherworldly ones, but insects all the same. And his helmet was allowing him to communicate with them the same way it allowed him to speak to insects back on Earth. The question was whether or not they wanted to hear him out.

"I don't want to hurt you," Lang told them. "I don't know what you want, but it isn't me. And it isn't these people, either. They're only attacking you because you're attacking them."

He wasn't sure if the insects were taking in his words the way that he intended. Perhaps they only understood simple commands, like to go this way or that. He was still working out everything the helmet could do. But they were still standing stock-still, regarding him curiously.

"Don't hurt me," Lang said.

They made no move.

"Help me," Lang said, slightly more quietly. "I need you to help me find people that are hurting all of us and stop them. Come with me."

He took a step. They followed. He cringed, fearing they would pounce, but he realized that wasn't the intent of Annihilus' former army. For since the staff had been shattered, their minds had become their own, able to receive outside communication such as Lang. And they wanted to follow him.

He led them down the street until a slim figure slipped into view in front of the entire company. Lang recognized him immediately; it was impossible not to, given the characteristic glow. The phrase escaped his lips, almost unbidden: "What are the odds…"

Electro glared at Lang. "YOU."

"You," Lang replied, putting up a façade of confidence.

"I'm not going to let you get away with what you did to me," Electro growled. He knew quite well it was the young pink-haired woman who had bested him, but Lang had been present, and that was enough cause, he believed, to justify a vendetta. He glowed brightly.

Lang realized what he was about to do, and at the last second, activated his belt, shrinking down to a size smaller than that of an ant, watching as Electro unleashed the whole of his powers. Forked bolts of lightning rocketed down the street, piercing several of the insects and causing them to emit pained squeals, nearly blinding Lang to even look at.

Lang jumped onto the leg of the nearest insect. "RUN!" he commanded.

When that insect obeyed Lang's command, the rest followed suit. The herd barreled down the street, seeking refuge.

"DON'T RUN AWAY FROM ME!" Electro snarled, giving chase.

At combat size, flittering overhead, Wasp spied several civilians bolting out of what appeared to be a shop, screaming. The shop's windows were broken. "Looks like trouble," Wasp muttered, buzzing down through the shattered window to see what was the matter.

Sandman admired the latest pieces he'd scored, turning a ring over in his hands and inspecting it. "Nice," he remarked, throwing it into the bag of loot he'd collected.

"What the – " Wasp shook her head. "What are the ODDS?"

Startled, Sandman turned to face her. "YOU!"

"What, did the universe arrange it so you're the only person I can fight now?" Wasp groaned.

"I like to think of it as a small world," Sandman remarked. "But what's this? You don't have any of your little friends here with you. Looks like I'm gonna be able to take you down even easier than last time!"

"Fat chance!" Wasp let several bio-stings fly. They were absorbed harmlessly into their target. "Oops…" Wasp said nervously. "Kinda…forgot that doesn't work on you."

"But I bet THIS'll work on YOU!" Sandman forged one arm into a mace, swinging it at Wasp. She sped out of its path, avoiding being crushed between it and the wall. She couldn't slow; the mace slammed into the counter she passed over, the ceiling she skimmed past. She zoomed out the window, and Sandman followed, shifting into a tidal wave of earth that poured out in an arc and reforged into human shape, all the while carrying the bag.

"Don't you have any idea of how much GOOD you could have done with powers like that?" Wasp called back as Sandman kept after her, the mace reforged into an axe. She jetted upward to avoid being cleaved in two.

"I got a pretty good idea," Sandman told her. "In fact, I've DONE most of it. So no use trying to psych me out. Now hold still so I can get a good swing at ya!"

After the horde of insects had run so far, Lang finally believed he'd lost Electro. Breathing a sigh of relief, he enlarged to full size, standing on the street corner. "Thank you," he told the insects.

They all looked up to him. He felt a surge of pride, and another of the desire to protect his new allies.

"THERE YOU ARE!"

Lang's reverie was interrupted. Electro surged across a rooftop, leaping down toward the corner where Lang stood.

Not even thinking to shrink down, Lang ran.

"I…said…hold…STILL!"

The axe of sand kept chopping through the air. "Let it go!" Wasp snapped at Sandman. "Why are you wasting your time chasing me?"

"Because if I don't get rid of you, you're gonna come back with an army to try and take me down! You think I'm stupid?"

"…Good point," Wasp conceded.

She then nearly collided with Lang's face as he skidded onto the street. "LANG?" Wasp cried.

"Wasp!" Lang gasped.

"What are the odds?" the pair said in unison.

"GOTCHA NOW!" Sandman cried, dropping the bag and forging both arms into a giant axe.

"GET DOWN!" Wasp screamed.

She made a beeline for the street below as Lang, finally snapping to his senses, shrank.

Electro rounded the corner, at first taking in only the sight of Lang beginning to change size. "NO YOU DON'T!" he roared, unleashing all his energy at where Lang stood.

Then Lang and Wasp both reached the stone below. The axe swung harmlessly overhead.

As soon as Electro let his energy go, he realized that Lang had disappeared from his sights, and he was staring directly at Sandman. Their eyes connected; the horror was shared. Then the blast hit its unintended mark.

It took Electro a moment to realize what he'd done. The look of shock was frozen on Sandman's face, unmoving. He shimmered in the sunlight. The burst of pure electric energy had tempered his entire body into a glass sculpture, one whose eyes were fixed on Electro, as though asking him why, why he did what he had done. Fear and regret coursed through Electro's mind, and he stepped backward ever slowly, replacing his mask, containing his energies.

"Scott," Wasp whispered, "you can't…"

"I have to," Lang told her. He looked up to one of the insects standing near the tiny pair. "NOW."

The insects charged, as Lang had intended. But they split in two directions. They remembered that both Electro and Sandman had taken strikes at them over the course of the first attacks on Asgard. Lang had only wanted them to chase down Electro, the last remaining threat, but the insects wanted revenge. A swarm of them crawled up over the Sandman statue until it toppled and shattered into a million shards over the stone of the ground.

The rest converged upon Electro, who found himself with no choice but to run, his mind racing as fast as his feet.

Lang and Wasp reverted to full size. "I…I didn't know THAT would happen," Wasp said, looking down at where the glass littered the ground. The bag of coinage and jewelry had also spilled, intermingling with the glass.

"Neither did I," Lang admitted. "But it was the only way we could be safe."

"Did you see the way he looked at him? It was almost like…" Wasp shook her head. "Anyway, thanks for having my back. Again."

"Thank you," Lang replied.

They took a moment more to stare at the glass before saying, yet again, "What were the ODDS?" Then they turned to move on.

"So you're friends with the bugs now?" Wasp asked.

"They don't seem…evil," Lang replied. "They seem like they need a better direction."

"Well, good luck convincing the others not to stab them…"

As they left, they didn't notice the glass shards beginning to rattle.

With a roar, the Red Hulk flung yet another Asgardian swordsman down the street, watching him land sprawled out. "WHO'S NEXT?" John roared.

"I am." Yellowjacket stepped out in front of him.

"Avenger," the Red Hulk recognized.

"Listen," Yellowjacket said. "It doesn't have to be this way. A few days ago, I would have just tried to knock the sense out of you and call it a day. But I see now…that doesn't have to be the way. You're with H.A.M.M.E.R. for a reason. You have the potential to help so many people. I've seen that from when you fought against Red Skull's robots, Attuma, and Malekith! There has to be another way besides following Osborn! If you do that, he'll lead you right into a nest of thorns. Tell me what it is you need, and I can help you."

For a moment, John seriously considered Yellowjacket's words. He pondered whether or not Yellowjacket was sincere. He contemplated his feelings toward working for Osborn. He'd been reluctant toward the idea of the siege, and still wasn't fond of the concept. If it all went wrong, there would indeed be a nest of thorns to enter.

But there was nothing so repulsive to him as the idea of being deprived of the serum that made him the Red Hulk. And so he told Yellowjacket, "Thanks, but no thanks. Osborn can give me something you NEVER can. And I don't care what I have to do in order to keep it!"

Yellowjacket sighed. "I didn't want it to have to come to this." He began to grow larger and larger. "But if the past few weeks have taught me anything, it's that when it DOES have to be this way…I don't back down."

He charged at the Red Hulk, and they locked fists, pushing against each other. They were fairly matched in strength, Yellowjacket realized; he'd underestimated his foe, and was in no position to adjust any gadgetry to compensate for that. So he pushed hard against the Red Hulk's attempt to shove him to the ground, giving it all his force…then, as the Red Hulk shoved back with everything he had, Yellowjacket let himself fall away, backing quickly out of the hold. Down went the Red Hulk, crashing face first into the street, leaving a few cracks in the stones. Yellowjacket took that time to grow even larger, the size of a building. The Red Hulk grabbed one of Yellowjacket's legs, attempting to regain control. Yellowjacket arched backward, carefully marking out the place in the street where he could rest his hand. He transitioned into a graceful handstand, legs kicking upward into the air and taking the Red Hulk with them. He then sprang, landing further down the street; the Red Hulk crashed to the ground again.

John could feel his strength waning. He'd been fighting too long, he knew. And as Yellowjacket grabbed him with both hands, lifting him into the air, perhaps to deal some sort of finishing move that would render him senseless, he felt the power leave him. He shrank, slipping out of Yellowjacket's grip, and landed hard on the street, fading from red to pink to beige.

Yellowjacket stared for a moment, confused, at John Jameson, sitting in the middle of the street in a daze. Then he lowered himself to his usual size, approaching John. "Who are you?" he asked.

"I can't…" John gasped. Yellowjacket realized that the youth was hyperventilating. "I need that power back! I need…Osborn…"

"He was fueling the Red Hulk in you," Yellowjacket realized. "Listen. He's not going to keep helping you forever. If you come with me, we can find a way – "

"NEVER!" John leapt up and began to run.

"WAIT!" Yellowjacket tried to chase him, but John, even in his weakened human state, was fast, not to mention clever. Yellowjacket lost track of him in all the twists and turns of the streets. If he wanted, he knew, he could manipulate his own size to look over the city. But instead, he slowed his pace. The youth didn't want to be chased. He didn't want to be found. He'd made his choice.

So Yellowjacket left matters alone, turning away from John's escape to find a new foe to attempt to reason with.

High above, a camera clicked.

Spider-Man looked over the shots his camera had just collected. The shoot from the first location he'd left it had turned up the unbelievable. "The Red Hulk…" he muttered, flicking through the photographs. "That was John Jameson. I can't believe it!" He suddenly felt pangs of pity. When he'd seen John last, he'd watched him become institutionalized because of his unshakeable thirst for power. As aggravating as the entire Jameson line had been to Spider-Man, John, he believed, truly wasn't a bad guy.

As he pondered what he'd seen and documented, a certain extra-sensory perception, one he oft referred to as the "spider sense," alerted him to a small projectile coming his way at an incredibly fast speed. He leapt backward, and the arrow sailed past him, colliding with a nearby wall and exploding.

"WHOA!" Spider-Man cried before looking down to see the culprit. In the street below, Bullseye leered at him, nocking another arrow. Then two more alongside it.

"That's it," Spider-Man said, sticking the camera to a wall. "You just asked for it!"

Bullseye let the next arrow fly. Spider-Man fired a web from each wrist, looping them together in the middle as the ends connected to nearby walls. The resulting web caught the arrows, then flung them back at Bullseye like a slingshot. The arrows landed in a ring formation around Bullseye; he knew they would miss, but he was still startled by the triple detonation.

Spider-Man landed gracefully before the archer. "So, FYI, I know what you did to make my list," he stated. "Basically, you've been shooting at innocents and causing chaos along with the rest of Osborn's goons. What I don't get is what I ever did to you so you'd single me out."

"I thought I'd wake you up," Bullseye said with a sick grin. "Here we are having the battle of the century in the streets…and you're on the roof taking pictures. Were you hoping to show all your friends on Facebook that you were here?" He nocked another arrow, letting it fly.

Spider-Man leapt out of its way, handspringing to a new position; Bullseye turned to face him. "Hey," Spider-Man argued, "I'm multitasking! YOU try battling an evil army and getting proof that they're evil on film at the same time!"

"I think you're just a coward," Bullseye stated. "A coward who doesn't know when to put down his camera and fight for his friends." He loosed another arrow.

Spider-Man leapt over the arrow's flight path, letting it explode further down the street. "Like I haven't heard that before," he grumbled. "Well, you know what I think you are?" He flicked his wrist. A length of webbing burst forth and enveloped Bullseye's bow. To Bullseye's shock, Spider-Man jerked the web back, ripping the bow from his hand. "I think you're a guy who can't fight worth beans without his toy." He threw the bow into the air, shooting it with yet another web. The web met the bow, carrying it upward on its momentum and sticking it to a wall sixty feet up.

Bullseye just smiled. "I may be a one-trick pony…" he said, reaching into his quiver.

Spider-Man's senses picked up on the arrow just in time, and he leaned backward hard, the arrow just barely passing over his chest. Bullseye had THROWN it from his bare hand.

"…But it all depends on how you perform the trick," Bullseye laughed.

Spider-Man quickly shuffled into position behind Bullseye, sending another web out to capture the quiver. "Looks like I'm gonna have to take this away from you too if you can't behave," Spider-Man quipped. He jerked on the webbing; the quiver was fastened around Bullseye's shoulder, and so brought the archer to the ground hard. With another tug, the quiver slid off of him, and Spider-Man sent that one to stick another sixty feet up, on the wall opposite where the bow was pasted. As Bullseye struggled to stand, Spider-Man made deft work with his wrists, wrapping the archer up in webbing. Fully cocooned, Bullseye just wriggled there on the street.

"If you can't play nice," Spider-Man told him, "you have to be put in time out."

"But I always play with friends," Bullseye replied, that smile returning to his face.

"What are you talking – " Spider-Man sensed it just in time. He ducked, feeling the whoosh of a set of adamantium claws passing over his head.

"I was hoping to kill the Wolverine today," Daken remarked. "But what would be even sweeter is taking the spectacular Spider-Man down as the opening act."

"That actually sounds pretty sour to me…" Spider-Man said nervously.

Daken struck out again, and Spider-Man danced backward to avoid the blade radius. No sooner had he done so than another slash nearly took him down, and he was forced again to leap away. Daken advanced, lashing out again and again; Spider-Man was driven backward in a frantic attempt to avoid being slashed into ribbons.

They continued this way for some distance; Spider-Man was aware of nearing the bridge that led out of the main city and toward the Bifrost hub. He thought time and time again of trying to deal a blow, or even try to utilize his webs, but he found himself far too occupied with trying to avoid Daken's attacks.

"Will you hold still?" Daken snarled. Then, slightly more teasingly: "Not that I don't appreciate a man who plays hard to get – "

He suddenly stumbled backward as a SMACK sound was audible in the vicinity of his face. Spider-Man didn't know what had happened at all, but he took advantage of Daken's confusion to fire webs rapidly, bundling his foe up completely.

Which turned out to be futile when Daken furiously slashed through the web bindings with his claws.

"Okay, so maybe I didn't think THAT one through," Spider-Man sighed.

Daken drew a clawed hand back, only to feel something clutch at his wrist. When he turned, there was nothing there. Just like "nothing" had punched him in the face. "Nothing" proceeded to hit him across the cheek again, and he stumbled momentarily, more out of surprise than anything. Then, at last, he was able to put a name to "nothing."

"Why don't you want to come out and play, Invisible Woman?" he asked.

The Invisible Woman, Sue Storm, faded into view. "Don't you dare make a joke about how it's 'more fun with three,'" she threatened.

"Am I really that predictable?" Daken asked.

No longer focusing on keeping herself invisible, Sue was able to put all her concentration on forging a forcefield in midair, just a large, flat square. Spider-Man figured out what she was doing, getting himself far out of the way, running to her side.

When Sue let the forcefield fly, the square smacked hard into Daken, pushing him slightly back along the bridge. Slightly sore, he glowered at her, readying to charge; she had another field ready, and flung it at him. He was smacked another few feet back. The next fields came in a barrage, shoving him a good ways down the bridge.

Spider-Man looked up at the buildings nearest to the edge of the city, where the bridge began. He began to have an idea, and he wondered if it was the same one Sue was having. He'd only have one shot. He began to run away from the bridge to get a good enough start. Then, when he figured he had enough distance, he charged back toward the bridge, casting a length of web upward. It stuck at the top of the tallest available building; Spider-Man launched off the ground, swinging, letting the momentum carry him. He sailed through the air, and at the right time, he let go.

The forcefields kept slamming into Daken, then suddenly stopped. Daken could feel the bruises. He could also feel them melting away. "If you want to leave a mark on me," he told Sue, advancing back toward her, "you're going to have to try a little harder."

Sue stepped aside. Spider-Man rocketed toward Daken, feet first. Sue projected her last forcefield, a sphere, around Spider-Man, knowing it would take more than adamantium claws to hurt him through that.

Spider-Man's feet, guarded by Sue's forcefield, slammed into Daken's chest, taking him slightly off center. The force carried them both off the side of the bridge. Down went Daken, plunging into the waters below, too stunned to give a cry or really do anything but stretch one hand upward as though that could stop his fall.

Sue quickly relieved Spider-Man of the forcefield. He cast his wrist upward, and he could tell that he was on the last of his webs. One feeble strand caught onto the edge of the bridge, and from it he dangled. He could feel the strand straining, and horror coursed through him as he realized it was going to snap.

Sue barreled down the bridge, scooting to her knees and sliding to the edge, leaning over the bridge and locking her hand around Spider-Man's wrist. "I'VE GOT YOU!" she cried. She grabbed his wrist with her other hand and pulled him up onto the bridge quite easily.

"Thanks," Spider-Man panted as he knelt on the bridge. "I owe you one."

"You owe me nothing," Sue reassured him. She looked over the edge into the water. "I get the feeling that won't hold him."

"But it will keep him busy," Spider-Man pointed out.

"Then let's go while we have the chance," Sue suggested.

The pair stood and ran back into the city.

Zemo's sword cut down yet another insect. He gazed around, looking for his next target. To his surprise and amusement, it was coming directly at him from the air, a blaze of white and green. He readied his sword, raising it.

When Mar-Vell reached him, Zemo swung his sword directly at the green Kree blade, and the two weapons collided. "Surely you didn't think I wouldn't be expecting that," Zemo mocked.

Mar-Vell was momentarily struck speechless as he got an eyeful of Zemo's face. His stomach turned.

"Hasn't anyone ever told you it's rude to stare?" Zemo growled before realizing he could use Mar-Vell's distraction to his advantage. He struck out with his blade again.

Mar-Vell parried. Mar-Vell then attempted his own strike, but it crossed with Zemo's blade. The two blades clashed again and again, each time pointing a new direction, as though hands on a clock, as their wielders sought an angle at which the sword could bite into the opposing person without running into the barrier of the other sword. They clashed at 2 o'clock, 5 o'clock, 9 o'clock, seven.

And then a miss; Mar-Vell's blade struck home. Zemo flinched. He felt blood welling at the wound opening over his hip.

"Are you truly the kind of man who would kill?" he asked, hoping to throw Mar-Vell off.

"I'm the kind of man who would defend the innocent from the kind of man you are," Mar-Vell growled.

Then the swords began to meet again, as though magnetically drawn to each other. One o'clock, 6 o'clock, noon, miss – the tip of Zemo's blade nicked Mar-Vell's cheek – Mar-Vell's blade struck at Zemo's shoulder.

One block down, a blast of green knocked an Asgardian warrior senseless. Amora laughed as he fell. "Pitiful."

She looked up to see a mirror of what Zemo had seen; a blaze of orange soaring toward her. "Another contestant?" she laughed.

Johnny Storm, set afire as the Human Torch, careened toward Amora. With a cry, he swept his arm outward, sending a blast of flame toward her. She twirled, drawing a line of green that hit the flames and extinguished them. Johnny landed in front of her, and she resumed her laughter. "THIS is what they send to battle me?" she mocked.

"Ugh! Rude!" Johnny spat before beginning to launch projectiles of fire at her. She caught and neutralized each one. He sent a greater wave; she spun again, redirecting the flames so that they swirled around her and dissipated into the air.

"I think it's my turn," she said, launching dual spheres of green plasma.

"Whoa! WHOA!" Johnny sidestepped each sphere hurriedly; it was a near miss on either side.

She kept on firing, and Johnny was forced to dance, avoiding each plasma blast. Caught up in the high of having her target where she wanted him, Amora let out the loudest laugh yet.

And then she made the mistake: she deviated from the formula. No longer just plasma, but bolts of ice, daggers that nearly impaled Johnny. Then lightning from above. Then a great cloud of flame.

Johnny could hardly believe his luck when she let the last attack fly. He stood directly in the path of it, and it struck him. The flame was absorbed into his own with a WHOOSH; he could feel the rush of energy it bestowed.

Amora was temporarily distracted. "What did you – "

Before she could finish, Johnny leapt upon her, tackling her. "Take THIS!"

"Awww," Amora taunted. "Do you think you can hurt me with your little flames?"

"You're just feeling the regular flames right now," Johnny told her. "You haven't felt me go NOVA yet!"

He threw his temperature into maximum, becoming as hot as he could. Battling in the open air was ideal, but even more than that, he was able to draw heat from the blast he'd absorbed from Amora. He could tell she was feeling the burn as he became hotter and hotter. He let the wave of heat expand, forming a halo of fire around his body.

And Amora screamed. He was too hot to remain close to. She squirmed, wriggling free of his grasp. Clumsily, she staggered upright.

"There's more where THAT came from!" Johnny informed her, beginning to throw beams of nova heat at her. She put a green, spherical shield around herself, and the beams ricocheted off it for a while, but Johnny eventually noticed the shield flickering. Between the damage she'd taken from the initial burn and the amount of time she'd spent in combat, her energy was waning.

The shield collapsed. When she realized she was no longer able to hold it, she stared directly into Johnny's eyes. "This is NOT over," she growled before turning and running away. Johnny unleashed a massive blast of fire after her, but she turned a corner, evading. Johnny gave chase.

Mar-Vell had backed Zemo into a segment of the street where something odd had taken place at an intersection. Shards of glass as well as a hoard of jewelry of Asgardian make littered the street. Neither had time to question what had happened, however. Zemo was trying his best to defend himself from Mar-Vell. Mar-Vell had worn him down to the point where he was even having difficulty lifting his shield. Another hard blow from Mar-Vell's sword upon Zemo's proved to be too much force, and Zemo was brought down to his knees, to his immense rage.

Amora observed this as she ran into the vicinity. "We are leaving!" she bellowed. "NOW!"

Zemo didn't have time to protest.

Johnny rounded the corner in time to see Amora cast a spell, blinding green light that enveloped herself and Zemo. The sphere expanded, and then faded. They had vanished, teleporting elsewhere. And they'd taken all the scattered glass and jewels with them.

"Aw, maaaan!" Johnny whined. "They got away!"

"But they appeared incredibly worn down," Mar-Vell pointed out. "I do not think we will be seeing more out of them for this battle."

Vulture guffawed as he launched missiles at the Valkyrie troops, watching the horses go down when struck by the rockets strapped to his back. He did the same when he brought down Chitauri skimmers. No matter the army, each victory filled him with joy.

Samson had watched him from below, becoming quite angry at the amount of destruction Vulture was causing. So he clambered to a rooftop and began to run at a direction parallel to Vulture. Vulture didn't even notice Samson until he pouced.

Samson landed on Vulture's back, and his weight brought the both of them to the ground. Samson angrily ripped both missile launchers off Vulture's back, then the winglike attachments off his arms.

"Not AGAIN!" Vulture groaned.

As a host of Valkyries who'd lost their horses to Vulture surrounded him, thirsting for revenge, Samson announced, "You're grounded."

"Like I haven't heard THAT one before," Vulture huffed.

Phil Coulson planted another bullet into the head of another insect. The last foe on his street, he surmised. He turned to see Rhino standing behind him.

"Nice job on the bugs, I guess," Rhino huffed.

"You know how there was a controversy over whether or not I should be on this mission because I might sabotage it?" Coulson asked.

"Uh…no," Rhino admitted.

"Well," Coulson announced, "here's where I sabotage it."

He swapped out his pistol for a different gun, one whose ammunition supplied electric charges. A stunner, not a killer. He fired upon Rhino. The first charge, a small disc, landed on his chest. It pumped out voltage uselessly over Rhino's exoskeletal armor. Noticing this, Rhino smirked. As Coulson realized he probably hadn't chosen the best first target to go rogue on, Rhino remarked, "And they say I'M the stupid one."

Rhino began to charge down the street. Panicking, Coulson fired again and again. The charges landed on Rhino's outer skin each time, doing no damage. As Rhino built up his run to full speed, Coulson prepared to meet his true end at last, impaled upon an animalistic horn.

A disc flew over Coulson's shoulder. It connected with Rhino's unprotected forehead, sending its electrical currents through his nervous system. With a cry of shock and pain, Rhino slumped to the ground, unconscious.

Coulson turned to see who had loosed the shot. It took him a moment to register. "Hill…?"

Maria Hill holstered her own gun. "You're welcome."

"I thought you were with his side," Coulson said, dumbfounded.

"Then it worked," Hill remarked. "Listen. We'll explain it all later. We had to bide our time, but Osborn finally crossed the line we wanted him to cross. For now, let's focus on taking down these H.A.M.M.E.R. thugs." She drew her standard pistol. "Not to mention the bugs and the Chitauri."

"Sometimes I wonder how we even get into these messes," Coulson laughed.

"Believe me," Hill stated, "this is almost nothing compared to some of the things I've been through."

As Black Widow fired upon a Chitauri warrior, bringing him down, she stepped backward and bumped into another person. Her guard up, she spun and pointed the gun at the other. Venom. Having just brought down a Chitauri soldier himself, gluing the warrior to the wall with black webbing.

"I thought you were another one of them," Black Widow said, deadpan.

"You're not lowering your gun," Venom observed. He didn't sound surprised.

"I'm not, am I?" Black Widow replied.

"So THIS is where you show your true colors," Venom snarled. "You're going to take US down."

"Exactly." She fired.

It missed. Venom's reflexes, his senses heightened, were faster than the bullet. He lunged toward her, and she grabbed ahold of his shoulders, throwing him into a headlock. He quickly jerked forward, flipping her over. She landed on her feet, turning to aim a kick at Venom's head. He lowered himself ever so slightly, letting her foot pass over his head, before throwing a length of black webbing at her. She sidestepped it, her fist connecting with his stomach. He flinched before grabbing her wrist. She jerked her arm toward herself, bringing him closer to her, before kneeing him hard in the chest and using her free hand to batter his face. He twisted away from her, breaking free of her grasp. She ran toward him – then past him, to Venom's confusion. He leapt at her again, and she flipped, standing on her hands, seizing Venom's torso between her knees and using the leverage of her entire body to slam him downward.

"You'll never defeat us this way!" Venom laughed as he prepared to charge again.

Black Widow stepped three paces back. "I wasn't trying to beat you into submission, Venom."

"Then what was it you were trying to do?"

"Make sure you didn't notice."

Venom's dual mind raced; what was it he hadn't noticed? Then he spotted them, on the ground. Small black charges. She'd planted them during the battle, making a ring around him. She stood outside the circle, a hand at her belt.

Then the pressed the button, and Venom's consciousness was overtaken with chaos. The charges went off with a great series of BOOMs that rattled him, causing his senses to undergo a routine of panic, thoughts flying around here and there, make it stop, make it end, until finally the more confused and panicked of the two halves decided to separate itself entirely from the other –

"NO!" Eddie Brock screamed as the black Symbiote melted away from him. Black Widow pressed another button installed on her belt, and a second round of charges exploded – she'd only set off half the first time. The Symbiote slithered away, seeking a quiet place to hide. It slipped out of the ring while Eddie turned this way and that, looking to see where it had gone. "COME BACK!" he wailed. "I NEED YOU!"

"Maybe he'll visit you when we lock you up," Black Widow taunted, raising a pistol loaded with electric discs and aiming at Eddie.

"Go ahead," Eddie hissed. "You've already taken everything else from me. Lock me away again. If you even can. Osborn will – "

"Not be able to bail you out of everything. If I can't have you in custody on my world, I'm SURE the local law enforcement of Asgard won't look lightly on your crimes against them."

Eddie let out a wordless growl, knowing he was defeated.

"Now move it," Black Widow snapped. "The sooner I get the Valkryies to take you off my hands, the better."

"It looks like the good guys are winning," Impossible Man remarked.

"So far, anyway," Discord said with a laugh. "But the REAL show is only beginning. How DO you think our little ponies are going to fare against the Cabal?"

"A battle the likes of which they've never seen before!" Impossible Man cried. "Will they win? Will they lose? The suspense is killing me!"

"And they STILL haven't figured out they're focusing on ENTIRELY the wrong thing…" Discord sighed.

Rarity's jewel detecting senses were going haywire. She was nearing a monumental gemstone of some sort, and she absolutely couldn't get it out of her mind. She wasn't even trying to seek it out; it called to her. So she followed.

And when she came upon it, it took her a moment to realize what she was even looking at: an animate woman made completely out of diamond. She gasped. "My, MY! That is the most fabulous thing I've ever SEEN!"

Emma Frost turned to look at Rarity, whose eyes were wide with wonder. "Thank you," she said with a grin. "Now, let me guess. You're here to save the day."

"And given THAT tone," Rarity said with gritted teeth, "I'm guessing you're here to do quite the opposite. Though I don't believe I've seen or heard of you. I would remember this."

"Osborn didn't tell the public ALL his secrets," Frost replied. "On the other hand, I've heard a lot about you. And I'm afraid it's going to have to come to blows."

"Well, if it must be so!" Rarity's bow materialized in her hands. "Take THIS!"

She let a crystal arrow fly. It evaporated as soon as it hit Frost's diamond skin. "Looks like your little trinket doesn't work on me," Frost remarked. "I'm guessing you had it configured as a psychic attack instead of a physical one. Those aren't very effective."

"Ooooooh!" Rarity seethed. "What's the POINT of this weapon if I'm going to keep running into people who are invulnerable to it?" She threw the bow to the ground angrily. "Well, fine! Take THIS!"

She threw out her hands. A purple aura enveloped Frost, throwing her backward. Frost skidded to a halt, managing not to lose her balance. Rarity then drew her wand, flicking it at Frost. A salvo of knockback jinxes made Frost stumble.

Upset, Frost charged Rarity, grabbing her and pinning her against the wall. As Rarity struggled, she grunted, "How DARE you!" Frost drew her fist back to land a punch of solid diamond on Rarity's face. Rarity's feet knocked into Frost's midsection at full force, causing Frost to reel backward.

The two women stared at one another, each deliberating on the next attack. Would another spell be wasted on Frost's imperviousness? Would another charge at Rarity result in her just worming her way out of it again?

The decision was made for them when Mjolnir slammed into Emma Frost, sending her tumbling and rolling down the street. Thor lowered himself out of the sky, next to Rarity. "You appeared to need assistance," he stated.

"Why, thank you," Rarity replied.

Thor raised the hammer above his head, and the clouds gathered, a small dark spot upon the sky. The lightning flashed downward into the head of the hammer before directing toward Frost. The force of the blast sent her rolling further but otherwise left her unharmed.

"Er…her diamond skin seems to protect her from things like that," Rarity told Thor.

"Then we are presented with a challenge," Thor mused.

But as Emma stood, there was the sound of a CRACK. As she approached them, she limped, and there were more terrible CRACK sounds.

"What did we do…" Rarity gasped.

"That hammer," Frost seethed. "It struck a VERY bad place. I hope you're happy. You just fractured me, and I'm going to break down."

"No," Rarity gasped. "Nononononono – "

"I had a feeling that would bother you," Frost snapped.

"Isn't there something we can do to stop it?" Rarity cried in a panic. "I…I've fixed broken stones before!"

"She is no ordinary stone," Thor stated. "I am sorry, Rarity. We have to accept this casualty."

"There is ONE thing you could do," Frost stated. "Somebody with the right amount of magic could put me back together." Rarity and Thor could see the lines permeating her exterior. "Get me to somebody who can fix me if you don't want this on your conscience."

"But who can – " Rarity began to ask.

In a burst, Frost became a multitude of shards, raining down onto the ground.

"Quickly!" Thor dropped to the ground. "Gather the pieces!"

Rarity knelt beside him, and the two picked up as much as they could of Frost. "But who can we possibly take her to?" she worried.

"If we cannot convince her allies to repair her," Thor said, "we will bring her back ourselves. We shall NOT let her perish, Rarity. For now, please be glad the battle is won."

"I'll try…"

They finished picking the shards up off the ground and set out in search for someone who had both the power and the interest to piece them together again.

Rainbow Dash charged down the streets, sword held aloft in the metal hands of Spectrum; so far, the opposition she'd encountered didn't require her to unleash the armor's power. She dealt swift strokes; the prismatic shockwaves harmlessly knocked insectoid foes aside and unconscious. She arrived in a square near the palace; she could see its towers rising near her. Three Chitauri soldiers charged her; she deftly struck each down, watching them fall into sleep at the effect of her sword.

"ANYPONY ELSE WANNA GO?" Rainbow Dash yelled, turning to look around the square.

Her eyes alit upon a dark figure silhouetted in the entry to a street, hidden by a building's shadow. He was slowly applauding her. "You look like a tough one," he remarked.

"What are YOU here for?" Rainbow Dash barked. "Are you here to help defend Asgard, or help attack it?"

"I don't see any point in putting up a pretense," the figure replied. "I'm what you would call one of the bad guys."

"Come out here where I can see you!" Rainbow Dash ordered.

He obeyed immediately. Blackheart strode into the square, staring Rainbow Dash down with a smirk.

"Who the hay are YOU?" Rainbow Dash asked.

"Just somebody trying to make Hell on earth," Blackheart replied. "I don't need to ask who you are, Rainbow Dash."

"HOW DID YOU KNOW MY NAME?"

"I'm not sure it matters," Blackheart responded. "But it did keep you talking."

"Kept me wha – "

Namor seized Rainbow Dash from behind, twisting her free arm up against her back. "Put down your weapon," he commanded.

"NO WAY!" Rainbow Dash struggled, flailing her sword arm; Namor was strong enough to hold her in that position, even with her armor on. She found herself with no choice but to utilize the blaster built into the palm of the hand Namor held captive. The force blew the two away from each other.

Rainbow Dash looked from Namor to Blackheart and back. She kicked in the jets in her boots, levitating a short way off the ground, feeling more comfortable in the air. She readied her sword.

Blackheart nearly laughed as he copied Rainbow Dash's levitation, bringing himself to her eye level. "This should be fun," he stated.

Namor watched, waiting for Blackheart's call. He knew the demon was more than capable of handling himself.

Blackheart began by disappearing; he rematerialized behind Rainbow Dash, tackling her and propelling her forward so she hit the ground with a CLANG. She twisted round, dismissing her sword momentarily to blast Blackheart with both the beams set in Spectrum's palms. He gradually stood, just letting both beams clash against his skin as though they were hitting a stone wall.

"Ouch," he remarked with a mischievous smile.

He threw his arms out toward Rainbow Dash, and she found herself skidding across the square until she collided with a wall, carried on a rush of dark energy. Dazed, it took her a moment to collect her thoughts. That moment was all Blackheart needed to teleport to her side and hit her from that angle, sending her rolling.

Namor watched this all, observing as Blackheart knocked Rainbow Dash around the square as a cue might direct a pool ball. As Rainbow Dash got shakily to her feet, Namor no longer felt the desire to wait for Blackheart's signal to get involved. He began to step toward the battlefield.

A projectile descended upon him from overhead, detonating; it became a large net, spreading out over Namor and bringing him to the ground. "Looks like I netted a BIG fish!" Hawkeye cried with glee from atop a roof.

Namor ripped the net in half. "You do not know what you are doing!" He snarled at Hawkeye.

"Um, I'm pretty sure I do, and it's stopping you from joining the prince of the Goths in beating up my friend." Hawkeye loaded up three arrows, loosing them. They exploded on their way to Namor, causing him to reel.

While Namor and Hawkeye were occupied with each other, Rainbow Dash transformed into her witch state, calling her sword back to her hand. "You're in for it now!" she taunted, raising the sword into the air. As with Thor, dark clouds gathered overhead. Rainbow Dash directed several bolts of lightning from them toward Blackheart.

Blackheart put out his hands, and the bolts all halted, suspended, before they could get to him. Then he made a twisting motion with his wrists; the bolts warped in midair, pointing toward Rainbow Dash. Blackheart then thrust his hands toward her, and the bolts resumed their course.

With a scream, Rainbow Dash shot into the air to avoid the bolts' trajectory. She then called upon a cyclone, willing into the air at the point of her sword and sending it coursing toward Blackheart. Blackheart was ready for this as well, halting the cyclone in front of him and shoving it back up at Rainbow Dash. Rainbow Dash was caught by it, spinning round and round, until she regained control. She willed the winds not to carry her, but to surround her, and she put herself in the eye of the storm. The cyclone raged on, round and round.

Blackheart then cast a sphere of dark energy at Rainbow Dash. It surrounded the cyclone that encased her, and she was aware of everything in sight becoming blocked out. She held up the whirling winds, but she could feel the pressure of the darkness closing in on her, even through her armor. As Blackheart twisted his wrist, the sphere shrank. The only thing keeping it from imploding onto Rainbow Dash was the pressure of the whirlwind, and so she fed her energy into the winds, making them stronger and faster, for dear life.

Namor had survived all of Hawkeye's arrows, and was still standing. Annoyed, wondering just how much it would take to keep the Atlantean down, Hawkeye reached back into his quiver only to find that it was empty. "No…" he gasped in horror.

Namor realized that Hawkeye had run out of arrows. He turned and ran toward Blackheart.

"HEY!" Hawkeye yelled. "LEAVE HER ALONE!" He leapt down from the roof, racing to Namor, hoping to get to him before he could get to Rainbow Dash. Namor, however, was faster. He reached his target first.

Namor leapt into the air and tackled Blackheart, bringing him down to the street.

Rainbow Dash felt the darkness pulsate as its caster was brought down, and she gave the whirlwind a final surge. It burst the sphere of darkness, and Rainbow Dash rocketed toward the ground, landing next to Hawkeye. "What's going on?" she asked.

"I…have no idea," Hawkeye admitted as he watched Namor and Blackheart wrestle on the ground. Never taking his eyes off the spectacle, Hawkeye slowly knelt and began to gather fallen arrows.

Blackheart shoved Namor away from him forcefully. "I had thought you were too soft for this job," he said casually. "Was it seeing me torment the girl that did it?"

"I won't stand for this any longer," Namor insisted. "I wanted the advancement of Atlantis, and I will admit I wanted power, but this too high a price to pay, Blackheart. You and all of Cabal are now my enemy!"

"Well, that's just too bad," Blackheart said with a smirk. He sent a black wave of energy pulsing toward Namor. When it hit, Blackheart sent out two more. Namor stumbled, falling to his knees.

"You're all dried up," Blackheart taunted softly, moving toward Namor. "A fish out of water. You couldn't even scratch Vulture, let alone me."

"HEY!" Rainbow Dash threw herself between Blackheart and Namor. "Leave him alone!"

"Would you rather I continue to harm YOU?" Blackheart asked.

"Actually, I prefer this." Rainbow Dash lifted her sword aloft, gathering all her energy. Lightning and rain poured down into her blade from the ever growing dark patch above.

Hawkeye, in the meantime, had retrieved five arrows. He knew his blow wouldn't even be a fraction of the strength that Rainbow Dash's would, but he wasn't going to merely stand by. He nocked all five arrows and drew back the string, training the arrows onto Blackheart.

"Pity," Blackheart sighed. "I was having fun. But nothing lasts forever, does it?"

"Imperious rex," Namor said hoarsely.

Rainbow Dash struck out with her blade, sending the electrically charged tidal wave at Blackheart. At the same time, Hawkeye released the arrows. The massive elemental wave and the arrows would have hit Blackheart at the same time, but with only a moment, less time than it took to blink, to spare, Blackheart vanished in a swirl of dark smoke. The water and lightning rushed over the empty square; the arrows stuck into the wall of a house across the way.

"He's GONE!" Rainbow Dash cried.

"That is for the best," Namor stated, standing laboriously. "He comes from the very depths of Hell. I doubt even those attacks could have brought him down, truly. He must have tired of the chase. Were I you, I would take this opportunity to find the palace as quickly as I could. That is obviously where Loki will be making his way."

"How do you know?" Rainbow Dash asked.

"Because his goal is to become king of this land by a forceful hand," Namor stated. "That is what it always has been. Osborn, Crouch, Frost, I…we were little more than pawns in his plan."

"But not Doom or…that guy," Hawkeye clarified.

"They have always been stronger, and Loki believes they deserve his respect," Namor said. "Now go, before – "

"YOU!" Rarity cried, running into view.

"Hey, hey, it's okay!" Hawkeye told her. "He's on our side now, I guess."

"But he assisted Osborn and his Dark Avengers against Attuma," Thor argued, arriving. "Thereby sullying the name of Twilight Sparkle."

"I do not regret my actions toward Attuma," Namor said, "but I can no longer stand with Osborn. I will fight alongside you."

"Actually…" Rarity said, "now that you bring it up…you were associated with the diamond mare, were you not?"

Namor didn't have to ask to know that Rarity was referring to Frost. "Yes. I was."

"We made a terrible error," Rarity blurted, holding out the diamond shards.

"We destroyed her," Thor said, "but she affirms she can be repaired by someone with the proper power."

Namor nodded. "Let me take her. I will do what I can."

He gathered the heavy pieces of diamond into his arms. "I must return to Earth as soon as possible so that she is not lost," he said. "Loki will be at the palace, and Doom and Blackheart will likely be nearby. Go now!"

As he ran away from the palace, Rainbow Dash and Rarity looked toward it. "C'mon!" Rainbow Dash yelled. "Let's go!"

Immediately, ten Chitauri warriors dropped in front of the group, weapons brandished. Rarity screamed.

"We shall hold them off!" Thor cried; he raised Mjolnir, whirling it over his head, as Hawkeye placed another fallen arrow in his bow. "GO!"

The ensuing lightning bolt rendered the line of Chitauri senseless. Rarity and Rainbow Dash hurried past toward the palace while Thor and Hawkeye busied themselves with another wave of incoming enemies.

The young Asgardian man writhed on the ground in excruciating pain. Just as the agony began to fade away, Crouch hit him again: "CRUCIO!"

Crouch watched the Asgardian convulse. "I respected your kind," he said. Angry. Disappointed. "I even thought you could be more than a match for my own. But you renounced Loki. Was your own god of mischief someone you could really throw aside and pray would DIE?"

He saw that the Asgardian's pain was beginning to abate again – the youth was unclenching, no longer twitching. "But you've heard enough out of me," Crouch concluded, "and there's really no point in leaving you alive longer." He raised his wand. "AVADA – "

He then became aware of the large projectile flying toward him from behind. He spun; he changed his spell mid-cast. "PROTEGO!"

The large spherical object, the size of a human being balled up, collided hard with the blue shield that Crouch's wand emitted to cover him. When it hit the ground, it uncurled, and Crouch saw that it was indeed a human being balled up. Mr. Fantastic had attempted to use himself as a ballistic.

"Reed, isn't it?" Crouch asked. "Victor told me about you. Take you away from your laboratory and you're useless."

"I should have known he'd tell everyone about me," Mr. Fantastic grumbled. "He just can't let it go." The upper half of his body rocketed toward Crouch, stretching out and curling around him so that he reached over Crouch's shoulder from behind to take his wand. Crouch responded by casting a bright spell that knocked Mr. Fantastic down to the ground.

"I know Victor wanted to kill you," Crouch said, "but I just can't resist – "

"NOW HOLD IT RIGHT THERE!" Applejack barked, storming into view. When she got a good look at the wand Crouch clutched, she began to wonder out loud: "Hey…that looks like it's from…"

"Fourth Earth," Crouch filled in. "I almost didn't recognize you without the centaur body." His mad grin widened.

Applejack's eyes narrowed. "Who are you, anyway? One of the Death Eaters?"

"As a matter of fact," Crouch said, "yes." He raised his wand, aiming it at Applejack.

"NO YA DON'T!" Applejack's rope whip materialized in her hand, and she cracked it; it made a beeline for Crouch.

"DIFFINDO!" Crouch slashed the rope in half with the Severing Charm. Applejack twirled the short rope over her head and it restored its full length; she rushed Crouch, flicking the whip again. And again he severed it.

In a glimmer, Applejack transformed to the Mahou Shoujo state. "I've had about ENOUGH," she growled, twirling the rope.

Crouch hated giving up, but he knew when to cut his losses. By the time she cracked her whip, sending the rope out into a net over the entire area, he'd already run, and the only person she'd managed to tie up was Mr. Fantastic, caught in the center of the web.

"Sorry!" Applejack cried hastily, recalling the rope. She shimmered out of the Mahou Shoujo state as Mr. Fantastic dropped to the ground. The latter rubbed his temples.

"I'm real sorry," Applejack insisted sincerely.

"Just…go get him," Mr. Fantastic grunted. When Applejack hesitated a moment, he looked up at her and flashed a brief smile. "I'm fine."

Applejack gave him a quick nod before running in the direction she'd seen Crouch go: toward the palace.

As Fluttershy and Banner hurtled down the streets, Banner hypothesized out loud. "There's only one place Loki's going to want to be," he mused, "and that's on the throne."

"So if we find him at the palace," Fluttershy surmised, "we can get him to put a stop to this!"

"I'm not sure it'll be that easy. But it'll be a start."

High above, the Green Goblin hovered over the pair. "Oh, how adorable," he said with a sneer. "Two inseparable friends. Well…maybe not COMPLETELY inseparable." He held up a pumpkin bomb, twisting it in his hand, regarding it thoughtfully. Then he let it drop.

"All we have to do," Banner concluded, "is make it to the – "

The bomb landed. The explosion was accompanied by a human-sounding shriek. Fluttershy was thrown off her feet, landing hard on the ground. She immediately scrambled up, turning to look through the residual smoke at where Banner had been. She gasped, an icy chill running through her body.

Banner lay on the ground, sprawled out, unmoving. Fluttershy rushed to kneel at his side, gently nudging his shoulder. "Dr. Banner?" she whimpered. She shook him slightly harder. "DR. BANNER!"

He made no response.

In horror, Fluttershy cried out, "BRUUUUUUUUUUCE!"

The Goblin couldn't hold back his laughter anymore. "Oh, this is just TOO rich! The man who could become the Incredible Hulk, strongest hero there is, brought down by one little bomb!"

Hearing his triumphant boasts, Fluttershy stood and turned to glare upward at the Goblin. "You…YOU did this…"

"Yes I did," the Goblin replied, "and now I've got other things to do." The hoverboard took off.

In a rush of rage, Fluttershy leapt off the ground, spreading her wings. The clothing of the Mahou Shoujo appeared upon her as she gripped her katana tightly and sped after the Goblin. While he remained in her sights, the Goblin was obviously outpacing Fluttershy. Letting anger take over, she pumped her wings harder. The powers she'd been granted by Kyubey kicked in, augmenting her speed. The Goblin's back became closer and closer. Fluttershy raised the katana high.

The Goblin turned in midair, the board's trajectory unchanged, to face her. "And what do you think YOU'RE doing?" he asked, prepared to dodge a blow, hoping to land one of his own.

At the last minute, she pulled sharply downward, raising the katana overhead. There was a quick but shrill sound of metal scraping on metal; the Goblin flinched. It took him a moment to realize that his vehicle of flight had become two useless scraps of metal, dead in the air, under his feet. Fluttershy had cleaved the hoverboard in half.

The Goblin tumbled to the ground, landing hard on the street. Fluttershy planted her feet on the ground next to where he'd crashed, watching him rise. She kept the katana drawn. The Goblin dusted himself off, glaring at Fluttershy. "Well?" he asked sharply. "Are you happy now?"

"Not quite," Fluttershy seethed.

She aimed a kick to his stomach, and he backed up against the nearest wall. She rushed to meet him, grasping him by the shirt front, when she got a better look at his face. "That isn't even your real FACE!" she snapped, recognizing that he wore a mask.

"Of course not!" the Goblin snapped. "You thought it was? Well, that certainly says a lot about what you've been through…"

"Show me who you really are," Fluttershy hissed, reaching to the mask and yanking it away. She gasped, dropping the mask, dropping her captive, backing away.

"Surprised?" Osborn asked.

"I…I SHOULDN'T BE!" Fluttershy cried. "I should have known YOU'D be behind all of this! You've been hurting people from the very start and lying about it!"

"And what are you going to do about that?" Osborn challenged.

Fluttershy had her choice of answers to grant him. However, she didn't have to. Osborn was sharply jerked upward by the ankles, lifted into the air by the Hulk's giant fist. Osborn, terrified, struggled, but the Hulk's grip was too strong; he twirled Osborn over his head thrice before launching Osborn down the street. Osborn sailed for what seemed like miles before finally touching down upon the street.

"HULK!" Fluttershy screamed in joy. "YOU'RE OKAY!" She dismissed the katana, rushing toward the Hulk; she leapt into the air, pumping her wings once to bring herself to his height, and threw her arms excitedly but gently around his neck. "You're okay!" She then let go and backed off, hovering in the air. "Does this mean Bruce is okay too?"

"We're both fine," the Hulk stated, a little taken aback at Fluttershy's display of affection. "Can't say the same for him."

Fluttershy turned around, and they both observed where Osborn lay still. "Is he…?" Fluttershy wondered.

Then Fluttershy and the Hulk both observed Osborn laboriously get to his feet and run as fast as he could, given how battered he was, toward the palace.

"Well, I'm glad he's not dead," Fluttershy admitted, "but we CAN'T let him get away! LET'S GO!"

The Hulk charged toward the palace at full speed, and Fluttershy kept pace in flight.

Twilight had fixed upon the thought of heading for the palace right away. She chose her route, keeping the towers in sight, barreling toward the towering structure at top speed. As she ran, she shifted into witch form, clasping her staff, expecting danger at every turn.

She halted when she reached the square full of Chitauri and Kree soldiers, bracing her staff in front of her. It took a moment for her to realize they were all felled and unmoving.

She stepped over the bodies. Some were obviously still breathing. Others…she didn't want to know. Fear seized her, but she pressed onward, wondering what the source of this destruction was.

The figure neared on the horizon of the street she walked down. All she could make out, at first, was that he was dressed in green and wielded a rather large weapon. Occasionally, a warrior would leap out toward him, and he would swing the weapon – a flash of light, and the warrior would fall.

As frightened as Twilight was, she knew what she had to do. She rushed the man in green, getting close enough to cast a spell, projecting all her energy into the staff as she yelled "HOLYJA!"

The white light surrounded Dr. Doom for a moment. He swung the Universal Weapon in a circle, and the light faded away, absorbing into the metal of the Weapon. "How pitiful," Doom remarked, tracing the head of the Weapon with one armored finger before turning toward Twilight. As soon as he spotted her staff, crested with the six-pointed star, he knew. "The bearer of the Element of Magic, I see."

"I don't know who you are," Twilight seethed, "but you've hurt too many people already."

"And I suppose you want to stop me," Doom replied.

"You know I do," Twilight growled.

"Then, by all means," Doom invited, "try."

He swung the Weapon toward her, and the energy it radiated carved a great rift in the street; Twilight screamed and leapt out of the trajectory, feeling the energy graze her skin. It was a feeling of disgust – she trembled. She willed the staff to conjure a fleet of magenta plasma orbs, sending them all flying at Doom. Doom was able to intercept each and every orb, bringing the head of the Weapon to meet and absorb them, with the exception of one. That one caught him across the shoulder, causing him to stumble slightly. Taking advantage of Doom's moment of weakness, Twilight surrounded him in a magenta shield. The Weapon smashed right through it, shattering the plasma, as Twilight gasped.

Doom, curious to test the Weapon's full power and range of functions, twisted it to aim at Twilight, and Twilight shot upward, into the air. It took her only a moment to realize that she wasn't being thrusted upward by any opposing force to gravity; gravity itself had reversed in her vicinity. She thought back to the gravity spells she had in her own repertoire, willing herself, reverse, reverse, reverse…

Doom followed her trajectory. A clay pigeon. He struck outward with the Weapon, creating a blast with an enormous shockwave.

The gravity reversal spell took hold on Twilight. She began to plunge back down, toward the ground. She fell fast, just under the spreading shockwave, and yet again she felt the trembling of her skin as the spell passed. She quickly surrounded herself in a magenta bubble, slowing her descent until she landed softly on her feet in front of Doom. She ran toward Doom, feeling a sort of heated energy course through her.

He struck the ground before her with the hammer, and suddenly, it was as though the air around Twilight had turned thick; her movements were slowed. Running at top speed, it was still painstakingly slow to even lift a foot. A temporal disturbance, she realized. Doom was slowing her time. She grasped desperately at every spell in her memory to try and remember if she'd ever learned anything about overcoming such a thing. Something to speed herself up, or at least put herself in the normal flow of time. As it was, she was a sitting duck, moving too slowly to be able to escape Doom's next blow…and he was readying, drawing back the Weapon.

A red projectile zipped through the air and snapped Doom in the back of the head. Then another and another. Doom flinched, then whirled to see Falcon hovering over him.

"You?" Doom laughed.

"Yeah," Falcon affirmed, "and I want you to leave her alone!"

"All you've done is seal your own fate." Doom swung the Weapon. There was a crash, the sound of sparks. Falcon hit the ground, still alive, still whole, but one of the wings of his armor mangled and destroyed. With another swing, out went the other, leaving Falcon unarmed.

Doom raised the Weapon high, intending to bring a killing blow down on Falcon's head.

Twilight stepped outside the field of the temporal disturbance. "NO!" she screamed, pointing her staff at Doom. From her, a wave of ice burst forth, surrounding Doom and encasing him. For a moment, just a moment, Twilight thought she had won, watching the sun glint off the surface of the ice-covered Doom.

Then, starting with at the head of the Weapon, the ice began to crack. Doom was breaking out.

Twilight quickly rushed between Doom and Falcon. She grabbed Falcon by the arm, dragging him up, leading him on a fast run away from Doom. They both heard the ice shatter behind them; Twilight spun in time to see Doom readying the Weapon again. She did the only thing she could think of; she surrounded Falcon and herself in a shield of magenta energy, focusing on making it as thick and durable as possible.

The energy wave collided with the spherical shield. Even from within the shield's safety, Twilight and Falcon could feel the pressure of it bearing on them. They both saw that the shield was beginning to crack.

"We're getting out of here!" Twilight yelled. "Just hold on!"

The shield gave way. In a flash of light, Twilight and Falcon disappeared. The energy cascaded over the ground, bringing down the façades of several buildings and carving a deep trench.

Twilight and Falcon materialized atop a nearby roof, looking down at Doom from above. Falcon looked to Twilight for guidance. She pressed a finger to her lips, and the pair silently watched.

Doom knew he hadn't hit them. They'd disappeared a moment too early. But he couldn't be bothered to track them down. He knew he had them overpowered, and if either came to bother him again, he would be able to take them down easily. He turned and stalked out of the square to continue his rain of destruction.

When Twilight was sure Doom was out of earshot, she sighed. "Thanks, Falcon. That guy was WAY too powerful. I don't even know what kind of weapon could do that. I might be able to disable it if all the Elements of Harmony were here, otherwise…well, anyway, you saved me from being fried."

"I saved YOU?" Falcon asked incredulously. "You saved me! I thought I was toast!" He lifted an arm, looking at the featherless armor. "Looks like I'm useless now…"

"Get somewhere safe," Twilight told him. "I'm going to keep heading for the castle. If I can find and stop either Loki or Osborn, we might be able to turn this around."

"But what if they're just as powerful as him?" Falcon asked. "Or worse?"

"Then I take my chances," Twilight said.

"Good luck out there," Falcon bid.

"Thank you," Twilight said before leaping down onto the street, hopping over the trench Doom's last strike had carved, and rushing toward the palace.

As Rarity and Rainbow Dash reached the palace steps, they became aware of Applejack running toward the same location from the opposite direction. "APPLEJACK!" Rainbow Dash called out, putting up a hand. The three stopped at the base of the steps.

"Looks like we had the same idea," Applejack stated. "Wonder if – "

With a roar, the Hulk rushed at the steps, Fluttershy soaring beside him. They halted, looking around for any other enemies that might choose to attack them. Then Twilight appeared, darting quickly to meet her friends.

"I feel it's fairly safe to say we ALL had the idea," Rarity pointed out.

"Let's end this," Twilight said, staring up toward the palace doors.

The sound of a multitude of footsteps was heard rumbling down the street. A Chitauri troop burst into view, weapons raised.
"Got it covered," the Hulk grunted. "GO!"

He leapt at the Chitauri, beginning to smash at them with his hammer-like fists.

"You heard the guy!" Applejack said, grabbing at the doors. "LET'S GO!"

She and Rainbow Dash wrenched the doors open, and the two of them rushed inside, followed by Twilight. Fluttershy hesitated a moment, looking back out at the Hulk.

"He'll be fine, dear," Rarity reassured her. "But nopony will be if we don't go after Loki."

Fluttershy gave a nod, and she and Rarity rushed inside the palace.

The five Equestrians rushed down the main hallway. "Where do you think we should look for 'im?" Applejack asked.

"This palace is huge!" Twilight moaned. "He could be anywhere!"

But as they neared the end of the hallway, Loki stepped out to meet them, facing them directly. "I figured," he remarked with a smirk, "I'd make it a little easier on all of us."

The five halted. "So you're Loki," Twilight spat.

"I see my brother has told you of me," Loki stated. "After all, I've met you before…but you haven't met me."

"But I've read about you," Twilight insisted. "About a lot of the things you did in myths and stories. You're a real villain, you know that?"

"Actually, I quite prefer 'trickster,'" Loki corrected. "'Villain' just sounds so nasty, don't you think?"

"YOU don't want to sound NASTY?" Rainbow Dash snapped. "After everything you did? After you put Asgard in danger? And I heard that you and that Dr. Doom guy set up Osborn to wreck our reputation and take over S.H.I.E.L.D. all along!"

"Why?" Twilight snapped. "Why are you even doing this?"

"Because none of the nine realms truly know what is best for it," Loki insisted, his demeanor turning more sour. "The humans of Midgard, or, more accurately to your ears, 616th Midgard, live under the delusion that they were meant to walk free. The people of Asgard worshipped a corrupt man with no heart. Victor, Bartemius, Blackheart, and I can rebuild it all to our vision."

"You don't want what's best for anypony!" Rainbow Dash snapped. "You just wanna be king!"

The smile returned to Loki's face. "That power is a benefit, yes. As is the Universal Weapon to Victor, and my assistance to Bartimeus in reshaping his own world. As for Blackheart…well, he's just happy to be free to do what he wants. We no longer answer to the likes of Odin, Nick Fury, or Mephisto. And by the time we're done with Asgard, it will not either. When I've culled those who stand against me, struck down Thanos, and taken the throne once and for all."

"Too bad you're losin'," Applejack said cheekily. "I passed a lot of people fightin' on my way here. And you know what? I caught a glimpse of more of YOUR people goin' down than OURS."

"Then it's fortunate Victor and I have a contingency plan," Loki stated.

"Then we're gonna stop you from puttin' it in action," Applejack countered.

At this moment, Pinkie Pie, having made an escape from her room that would have made Reed Richards question if the laws of physics were ever relevant to begin with, made her way down the labyrinthine halls of the palace to find herself in a corridor to the main hall. As she reached the end archway, she saw Loki speaking to Twilight, Fluttershy, Applejack, Rarity, and Rainbow Dash. "My friends!" she gasped. She noticed how her friends were all braced for battle, looking angrily at Loki. "I have to tell them not to hurt him!" she blurted to herself. "I have to tell them that he's just been misunderstood this whole time! They're sure to understand! Otherwise something really bad could happen!"

She had every intention of charging into the hall, of throwing herself between her friends and Loki, of screaming for them to WAAAAIIIIIT and explaining the whole thing as she perceived it.

"What are you going to do to me?" Loki asked. "Use your Elements? Oh, that's right. You can't. You aren't a full set. I made quite sure of that."

Pinkie Pie had only taken one step. She halted. A nasty feeling began to boil inside of her stomach.

"WHAT did you do to Pinkie Pie?" Twilight snapped, putting the pieces together. "If you killed her…"

"Oh, I wouldn't dream of killing a bearer of the Elements of Harmony," Loki stated. "I already know that doesn't work. I've TRIED."

Pinkie Pie suddenly felt weak in the ankles, leaning against the wall to stay upright. She couldn't bring herself to enter the hall. She merely hid in the corridor, listening to Loki as he went on:

"You think I didn't know the six of you would be a threat? We've met before, remember? I've seen the extent of what you can do. So when my ambitions expanded, I thought it would be in my best interests to make sure you would be out of my way. But why stop at just ridding myself of you? If I went after the bearers that came before you, I thought, the Elements would die with them, and never find new vessels to bear them. As it turns out…I was wrong."

"Of COURSE you couldn't kill Celestia and Luna," Rarity said haughtily. "They're MUCH too powerful to be defeated by the likes of you."

"Celestia and Luna - !" Loki cried with a laugh. "You mean the only ones of the six before you who DID survive?" Noting the confusion on four of the five faces before him, and guessing at the fifth behind Spectrum, he realized, "You don't know, do you? That there were six bearers before you?"

"Stop makin' stuff up!" Applejack snapped.

"Oh, but I'm not," Loki said. "Don't you want to hear the story? What REALLY happened? That secret Celestia's been keeping from you?"

"Celestia…did say there were secrets she was afraid to say…" Twilight recalled.

"Dispatching the former bearers of Honesty and Loyalty was actually one of my finer works," Loki boasted. "I knew I couldn't just walk into the Crystal Empire and murder them outright. No. I wanted to give the entire Empire something to REMEMBER…"

THE CRYSTAL EMPIRE, FOURTH EQUESTRIA

OVER 1000 FOURTH EQUESTRIAN YEARS AGO

The unicorn stallion crossed the square as quickly as he could despite the fact that his saddlebags were loaded down with rather heavy books. Underneath the aurora of the Crystal Palace, his deep gray coat and mane took on the illusion of being slightly darker gleamed like obsidian, though many a pony actually compared his coloration to that of a shadow, which had in fact led his parents to give him his name. The only parts of him that weren't silver by day and black under the influence of the Heart were his horn, a brilliant ruby red, and his Cutie Mark, a white star.

He found his path suddenly blocked by three other ponies. "Sombra!" Fields of Gold greeted. "Glad we caught you! Wysteria's birthday party is today, and – "

"Oh," Sombra interrupted, looking at the ground and shuffling a hoof. "I would, but…I'm…busy today!" He raised his gaze to meet Fields of Gold's. "Very busy."

"Busy?" Magnet Bolt asked. "Busy with what?"

"Things," Sombra stated. "Lots of things. And also stuff."

"Please tell me you're not just going out to the fields to read again," Artemis sighed.

"What's so wrong about that?" Sombra countered. "I made plans with my books, and I intend to keep them! As such, I will NOT be able to put in an appearance at Wysteria's party!"

"You…are odd," Artemis said in disgust.

"ARTEMIS!" Fields of Gold snapped. "It's okay, Sombra. You don't have to come if you don't want to."

"We'll miss you, though," Magnet Bolt stated, though the tone of her voice betrayed that her statement was a lie.

"Whatever," Sombra huffed, pushing between Fields of Gold and Magnet Bolt and continuing on his original path. "You ponies have fun at your little…SHINDIG. I have important reading to do."

Fields of Gold, Magnet Bolt, and Artemis watched Sombra as he moved away from them. "I will never understand that guy," Artemis sighed.

In the field at the edge of the Empire, before the magical nature of the land died out and gave way to snow, Sombra lay down and removed a tome from his saddlebags. "Ahhhh," he sighed. "No annoying ponies, no frustrating social interactions…just me…and my book."

His ruby-red horn glowed, and the front cover of the book opened. His eyes zeroed in on the first page, and he became immersed.

A few chapters in, Sombra's connection to the world of the letters on the page was interrupted when a shadow fell in between his eyes and the paper. "Excuse me," he huffed, "but as I have said, I have no interest in attending any birthday parties, so if that is what you are here to do – "

"Actually," a sultry female voice said coyly, "I was wondering if you'd do me a favor."

"Huh?" Sombra looked up. He didn't recognize the voice; nor did he recognize the mare who stood before him. She was taller than him; an alicorn, which he found strange, as he only knew of a few alicorns in all existence and this was not one of them. Her coat gleamed brilliantly emerald green, as did her eyes; her mane was raven, clipped to medium length. She wore golden greaves, but her flank was bare, showing a Cutie Mark in the shape of mistletoe.

Sombra had never seen one so beautiful as her. He was dumbstruck, only able to produce an "Uuuuuuuuuuuhhhh…" sound.

"You see," the mare said, "I'm new here. I don't know my way around. You're the first pony I've met, and I was hoping you could show me." She regarded the open book with interest. "What are you reading? It looks like quite the page-turner." She leaned down, close enough for Sombra to smell a scent not unlike pine buried within her mane. "Ah, the basics of magic. A favorite subject of mine." She raised her head. "But by all means, if you're busy, don't bother on my account. I can find somepony else."

"No," Sombra said hurriedly, closing the book. "NO! I mean. I can definitely show you around. You won't be finding anypony around who isn't at some stupid party anyway."

"I'm glad," the mare said with a laugh. "Are you sure you don't mind?"

"Well, I'm generally not the tour guide sort," Sombra admitted, "but I think I can make an exception in your case."

"Might I know the name of my guide?"

"I am Sombra. And you?"

"My name is Loki."

Sombra took Loki on a tour of the Crystal Empire. He showed her everything, from the Crystal Heart spinning in its pedestal below the palace to the jousting arena to the crystal sheep petting zoo.

And when that was done, he showed her his home. He showed her the collection of books in his library, the array of food kept in his dining room, and at the end of the day, he showed her his bedroom.

She enjoyed his company, and he hers, and so she stayed with him for a week, the nights of which he felt were magical beyond description. And during the days, though the Empire buzzed with activity, it seemed to Sombra that it was but an empty, glimmering hollow of a city, shining bright and beautiful for two and only two ponies, a stallion of black called Sombra and an elegant mare named Loki.

"I must go," she said one day.

"Aw…do you have to?" Sombra put on his best pout.

Loki gave a chuckle. "I must return to my land, you understand. They will be missing me."

"Will you ever come back?" Sombra asked, trying his best to shoot her a flirty look.

"I hope to return," Loki replied. "One thing is for sure, Sombra. I shall never forget you. And that is why I have brought you a gift."

She produced a master work of jewelry, the likes of which Sombra had never seen before: a deep red gemstone set in a silvery backing, the head and wings of an alicorn wrought over top of it. It was set on a deep gray chain, meant to be worn around the neck.

"It's so…shiny," Sombra observed, unable to take his eyes off it. "I've never seen anything like that!"

"That's because there's only one in all of existence," Loki told him. "I made it myself." A truth. "I want you to have it, so you can think of me."

"Why, thank you!" Sombra immediately levitated the necklace over to himself, locking it around his neck. "I will NEVER take this off!"

Loki chuckled again. More sinister, this time. "If you wish, Sombra. Now, I really must be leaving. But if all goes well, you will see me again very soon." A lie.

Sombra let Loki get all the way to the door before blurting out, "I love you!"

"Rather ridiculous, don't you think?" Loki countered. "You've known me but a week. 'Love' is a strong word."

Sombra immediately felt ashamed.

"But then again," Loki said, "I am an easy one to love."

He let her leave, considered running out the door and taking her all the way to the edge of the Empire, then decided it was best to let her go and not burden her anymore. Instead, Sombra moved to a mirror where he could admire the amulet, forged of mithril and certain enchantments upon its red stone. The stone complemented the shade of red upon Sombra's horn quite well, he thought.

And he felt the stirring of something within him when he saw his reflection wearing the amulet, something he couldn't quite understand. He dismissed it as more feelings for the departed Loki.

But as days went on, he realized that somehow, he'd been granted more power than he'd ever had before. He was able to cast spells of grander scopes so long as he wore the amulet that Loki had fashioned for him. He was able to transform things, to refurbish the rooms of his home into grander spectacles, to lift heavier things than before. He would levitate entire carts out of his way while passing through the streets.

The more spells he cast, the more spells he wanted to cast. And the more he turned a blind eye to the way he was changing. His distrust of ordinary objects, such as the wheels of the carts. His desire to gather and hoard; flugelhorns piled up the library. He didn't touch a book; the spines gathered dust.

Until the day came when Crystal Princess Sirius and her brother Polaris were presenting…presenting…Sombra didn't know.

They stood proudly before the Crystal Heart, shining radiantly, just like the rest of their kingdom. Sirius was an alicorn of royal blue, her curly mane of plum and lavender done in the complex ceremonial headdress, crystals hanging from each lock. The orange amulet around her neck was shaped like the heart that formed her Cutie Mark, which was, of course, the Crystal Heart.

Beside her stood her brother Polaris, an alicorn of sky blue with a white sheen and a mane and tail of silver. He lacked crystal hair accessories, but wore a red amulet in the shape of a snowflake, matching his Cutie Mark.

"It is our honor," Sirius addressed the crowd before her, "to announce the twenty-fifth anniversary of – "

She was interrupted by a rising cacophony of gasps. "What is it?" she barked. "What's wrong?"

From the back of the street, they parted slowly. If they didn't, a red aura surrounded them, and they were violently thrown aside. Sombra strode deliberately down the path that formed for him, making his way toward the princess and her brother.

"Sombra!" Sirius snapped. "Your interruption of our ceremony has been nothing less than rude – "

"Sirius," Polaris whimpered, "look…his eyes…"

She saw what it was that was making the other ponies back away. Sombra's lips parted to reveal a fanged grin. His once dark eyes had turned strange colors – his irises were red, the whites of his eyes were green, and a stream of pure dark energy trailed backward out of each eye, as though he were so imbued with darkness that it was leaking out of him.

When Sombra reached the two royals, his grin widened. He began to laugh, a deep, throaty laugh that grew louder and louder.

"What is it you WANT?" Sirius growled.

"Taking throne for self," Sombra answered.

"Sombra…" Polaris broke in. "Are you all right?"

"FINE!" Sombra roared before laughing. As he laughed, his horn glowed bright red. From it, a red aura spread over his whole body like a tide, and as it did, it covered him in regal attire. A silver circlet with red and silver spikes protruding from it materialized around his head. Silver greaves and a breastplate armored his body. A red cape trimmed in white fur draped down over him. "Now…I AM KING OF EMPIRE!"

"Sombra, that's enough," Sirius seethed. "Either stop this nonsense, or I will be forced to stop you."

"Sirius," Polaris warned, "he's insane…you can't – "

"HAHAHAHA!" Sombra crowed. "Stop? ME? Stop YOU!" His horn glowed bright red. "STOP ALL!"

The crackle of blood-red energy burst forth; Sirius and Polaris leapt to opposite sides to avoid it. It passed by the Heart by a hair's breadth. Still laughing, Sombra turned back to the ponies that watched the scene in horror. One screamed. He began to charge his horn up for another attack.

"DON'T HURT THEM!" Polaris yelled. "IT'S ME YOU WANT!"

Sombra looked back over his shoulder; Polaris braced himself behind the madstallion, his own horn shining with bright blue energy.

"BROTHER!" Sirius shrieked, rushing to his side, her own horn beginning to glow.

"Two in one!" Sombra laughed, letting ruby-colored lightning fly. It collided with the twin beams of Polaris and Sirius. Sombra fed more energy into his own blast; it overpowered that of the royal siblings, causing them to stumble backward and fall to the ground.

Sirius struggled to stand, but not before Sombra stood over her. He put a hoof down upon her back, and as a red aura emitted from him, Sirius realized he was increasing his own strength enough to hold her down. He planted another hoof on Polaris.

"Sombra, please!" Sirius begged. "Don't do this!"

"This isn't who you are!" Polaris moaned. "You've never been like this before!"

"Never…never…NEVER BETTER!" Sombra crowed.

That day, the ponies who had gathered to watch Sirius induct the twenty-fifth anniversary of the Crystal Fair were instead forced to watch a much more horrifying sight. Most couldn't get a clear view; they were the lucky ones. But others saw every moment, every strike that Sombra made – mostly by magic, and sometimes with his hooves. A few even tried to charge him, but were thrown aside by a bright red aura. Throughout it all, he wouldn't stop laughing. His laugh burned into the ears of all present; none would ever forget. Blood spurted and ran across the stone of the street.

And when he was finished, blood was about all that was left of Sirius and Polaris. Sombra knelt, ripping away the two amulets they'd worn, the orange heart and the red snowflake, clutching them both in his teeth. But, to his surprise, they dissolved; the gems became as nothing, a fine red and orange mist filtering upward and out of sight, and the chains fell to pieces, losing their luster as the fragments hit the ground.

Sombra's eyes were drawn to the next shiny object within reach: the Crystal Heart. He approached it, willing his magic around it. A red light formed around its edges.

Nopony screamed. Nopony tried to stop him. All just stared in horror as he removed the Crystal Heart from its pedestal, stepping through the blood of its former guardians. As soon as the Heart left its proper place, the skies grew dark. Of all the crystal walls and crystal streets in the Empire, not a single one sparkled. All appeared dull.

Sombra entered the palace, the Heart floating alongside him. Members of the Crystal Guard charged to attack him; he disposed of them with even more ease than he had rid himself of Sirius and Polaris. "Mine now," he said with glee as the enchantment Loki had placed on the amulet around his neck reached its full power, penetrating his mind, warping it beyond repair. "Mine. Mine. Mine. MINE. MINE. MINE. MIIIIIIIIINE!"

NEBULAPOLIS, RAGNANIVAL, ASGARD

PRESENT TIMELINE

"And so the buffoon took the throne, just as I'd planned," Loki concluded, "and I thought the bearers of the Elements of Honesty and Loyalty well and truly dead. But the Elements themselves lived on. I don't know how, but when they left Sirius and Polaris, they transferred into Celestia and Luna. So I waited. Others had the same idea. The Element of Kindness met a grisly end soon enough, and after that, there were reports that the bearer of Generosity had simply lost her connection to her element. As the finishing touch, Luna, bearer of Magic, was sealed away in the moon, surrendering all the elements she bore. And when there were TRULY none left, Celestia couldn't wield them on her own. They disappeared; they were never supposed to return again! Even the bearer of Generosity was slain by a hand that was not mine, and I believed the deed truly to be done! But the Elements still ended up with you. I was a fool! They would ALWAYS have bearers! My stunt with Sombra did little more than to affirm that what had already happened would, indeed, happen again! If I killed you…any of you…your Element would find its way to another, and I would be back where I started! But I found another way. Not only do I have Pinkie Pie stored away someplace safe, where she can't hurt me…she would actually fight for me. Were you to find her now, no matter what you said, she would do little more than assert to you that I am but a misunderstood man, good at heart, poisoned by his cruel father and the world that rejected him. To which, I believe, there is a LARGE degree of truth. But the fact remains that one of your Elements is now on MY side. You can't hope to stop me without the full set. And as for your individual prowess…I will gladly challenge each of you this day. If your skill is as good as it will be when you meet me in your future, then you will all most certainly lose."

"If you want to challenge us," Twilight said, "we accept."

She held out her staff. Rainbow Dash put up her palms, charging twin energy beams. Applejack, magically drained from unleashing her last attack on Crouch, attempted to summon her whip, but it flickered out of her hands; she instead balled up her fists and took a fighting stance. Rarity drew back her bowstring. Fluttershy brandished her katana.

"WAAAAAIIIIIIIIIIT!" A shrill cry pierced the air of the hallway. Pinkie Pie charged toward her friends, white skirt aflutter.

"PINKIE PIE!" Twilight, Rainbow Dash, Applejack, Rarity, and Fluttershy cried out in joyful unison.

"Ah, Pinkie Pie!" Loki greeted. A droplet of sweat ran down his brow; how much had she heard? "I am glad you are here. Your friends – "

"SAVE IT, BUSTER!" Pinkie screeched. "I KNOW AAAAAAAAAALL ABOUT WHAT YOU DID! KEEPING ME AWAY FROM THEM SO THEY COULDN'T USE THE ELEMENTS OF HARMONY AGAINST YOU! TRYING TO FIGHT ALL OF THEM! AND YOU DROVE SOMBRA CRAZY SO HE'D KILL TWO PONIES AND WE WOULDN'T EVEN GET THE ELEMENTS!"

"So you heard," Loki realized out loud. "You must understand, Pinkie Pie, my intentions – "

"You always LIE about your intentions, don't you? You're a LIAR!" Her eyes moistened as she realized the final piece. "You…you probably don't even like me, do you? You were just pretending you liked me as more than a friend so I'd stay here with you and not run away!"

Loki saw no sense in putting up a pretense any longer. "As a matter of fact," he told Pinkie, "the thought of courting you disgusts me. You're a far, FAR cry from the likes of Victor von Doom, my dear. So you've discovered my little ruse. What are you going to do now? Fight me? You couldn't do that. What you thought we had still weighs on your memory. You couldn't lay a HOOF on me, so to speak, after the feelings you held – "

"THAAAAAAAAT DOES IIIIIIIIT!" Pinkie Pie roared, so loudly her friends flinched. Her pistols materialized in her hands; she twirled them and crossed her wrists, aiming both pistols at Loki as the Mahou Shoujo clothing replaced her Asgardian gown. "YOU'RE GOIN' DOWN!"

Before Loki could get in another word, she fired. And she fired again. And again. Confetti and glitter clouded over Loki as he reeled from the onslaught of blasts. He stumbled backward; she advanced to keep him in close range, never letting up on the triggers. Every six shots, she would throw the pistols down angrily, and Loki would raise his spear, hoping to get in a shot of his own, but she would have the new guns just in time, and Loki once again found himself on the receiving end of a barrage of energy and party decorations.

When Loki was backed up against the wall, Pinkie Pie dropped the pistols. Loki looked at her plaintively, breathing heavily, sweating profusely. He pleaded with his eyes, making himself look as pitiful as possible.

Pinkie Pie's shoulder-mounted cannon appeared, and she aimed it directly at Loki's chest. "I don't even know who Sirius and Polaris really were," she cried, "BUT THIS IS FOR THEEEEEEEEM!"

BOOM.

Loki collapsed to the floor.

"PINKIE PIE!" Twilight screamed.

Loki struggled to draw breath, propping himself up on one hand. "You…" he panted.

Pinkie Pie reverted out of Mahou Shoujo state, turning away with a "Hmph. Puny god."

Loki gritted his teeth. "You…all of you…" He forced himself to his feet. He knew he wasn't wounded in any way, just made weary, but standing was still an endeavor in itself.

"He doesn't want us to use the Elements on him?" Twilight asked as Pinkie fell in line beside her five friends. "I think you know what to do, girls."

The sphere of light formed around them. They levitated.

The doors were thrown open; a lone figure charged down the hall. "STOP!" the white-haired Valkyrie screamed. "DO NOT USE THE ELEMENTS ON HIM!"

The sphere dissipated, and all six Equestrians landed, feet on the floor. "What?" Rainbow Dash blurted, confused.

"Who called it off?" Applejack asked.

"I did," Twilight, Fluttershy, and Rarity said in unison before looking at each other, surprised.

"She might be another one of his accomplices!" Pinkie Pie argued.

"I don't know who she is," Twilight said, "but we need to hear her out if she wants us to hold back so badly." Fluttershy and Rarity nodded in agreement.

"But what about…" Rainbow Dash turned to look at Loki. Loki, however, stared in stunned silence at the Valkyrie.

"Loki," the Valkyrie greeted.

"Gwendolyn…" Loki whispered.

"Who ARE you?" Fluttershy asked.

"I am Gwendolyn Friggadaughter," the Valkyrie introduced. "Valkyrie warrior of Ragnanival and daughter of King Odin. And sister to Thor and Loki Odinson." She turned briefly to Loki. "It has been a long time, brother."

"Indeed it has," Loki agreed. "You haven't spoken to me since Thor was nearly crowned king."

"I don't know to this day why you chose this path," Gwendolyn told him. "You are not the brother I remember. But there will be time enough for us to discuss that later." She turned back to the Equestrians. "Thousands of years ago, we met. Do you not remember me?"

"That's actually in the future for us," Twilight clarified.

Gwendolyn nodded. "Your Elements of Harmony," she said. "I remember…once you use them, you are magically drained, and cannot use them again for a long time. If we are to survive, you cannot use them on Loki!"

"Why not?" Rainbow Dash asked. "He's asking for it!"

"Because of Thanos," Gwendolyn explained. "He has aboard his ship a weapon with the power to destroy all of Asgard. I don't know why he has not yet used it, but it poses a far larger threat to this world than any other invader today, including my brother!"

"And you think we can disable that weapon with the Elements," Applejack clarified.

"Why should we trust you?" Rainbow Dash asked. "How do we know you're not just trying to get us away from Loki so you can help him?"

"Perhaps you cannot," Gwendolyn said. "But you have seen Thanos' ship in the air over this city!"

"Mar-Vell said that he had that weapon!" Twilight suddenly realized. "He said there was a rumor that Thanos could destroy everything, and Thor said he was holding off until Loki was punished enough!"

"So when's enough gonna be enough that he presses the button or flips the switch or whatever?" Applejack asked.

"I don't know," Twilight said, "and that's the scary part. Gwendolyn is right. No matter what else happens, we HAVE to get out to that ship and disable any weapons it has with the Elements RIGHT NOW, while all six of us are together!"

"Then let's GO!" Rainbow Dash yelled, and the six Equestrians turned and ran from the hallway.

Left alone, Gwendolyn and Loki faced each other. "What happened to you?" Gwendolyn asked. "Why have you become so cold toward the world?"

"Cold," Loki repeated. "Was that supposed to be a jest? Because I am one of the Jötunn?"

"You know that we would have accepted you no matter what!" Gwendolyn insisted. "Jötunn or Asgardian, it makes no difference to me!"

"To you, perhaps," Loki growled, "but if you think it makes no difference to your father, you are blind. As you always have been to his true nature."

"Perhaps I do give our father – "

"YOUR father!"

"…I give King Odin too much credit. You and I both know the way he treated Velvet and Ingway. I see now he has been no kinder to you. But Thor and I would still accept you back into our hearts if you would just give up this rampage of destruction!"

"Oh, but I've stopped doing things because of what you and Thor would think long ago," Loki asserted. "I am now living my life the way I desire. And what I desire is the chance to rule and rebuild this world. Beginning here, in Ragnanival, and then moving to Titania, to Ringford, and even to rebuild Valentine. Wouldn't the capital of Valentine just look resplendent in green and gold, Gwendolyn? And after that, there are so MANY realms to conquer. We are wasting potential, Gwendolyn, by letting the worlds of mortal men proceed down the paths they have chosen. If you wish to accept me, truly accept me, here is your chance. Join me in my endeavor. I can make you the general of my army! I can even grant you a throne, albeit of a lower rank than mine. All you must do is stop standing against me and start standing with me."

"Now I see the truth," Gwendolyn replied. "The wounds on your heart are still fresh, but what you truly desire is power. The kingdoms and worlds you want to conquer would not thrive under your rule. They would die! Look at the destruction you have brought to Ragnanival! I am your sister, Loki, and I will be forever more, but I cannot fight alongside you in this battle!"

As the two continued to talk, Loki's strength returned to him. At this last statement of Gwendolyn's, he raised his spear, pointing it at her. "If you do not fight alongside me," he said, "then you must fight me."

She pointed her own spear at him. "If that is the way it must be, then I shall."

They charged each other at the same time, spears clashing. He stabbed forward; she twisted so the weapon missed her by a hair's breadth. She swung her spear at him, knocking him aside with the shaft. She rushed in to deal another blow, but he slammed the shaft of his spear into her shoulders, halting her. She struck again and again; he parried. He waited for his chance; she avoided his own strikes, denying him the chance to spill her blood.

The sounds of the metal spears connecting again and again echoed throughout the hallway as the son of Laufey and the daughter of Odin dueled.

Thanos paced slowly before the front window of the ship, watching the action below. "It had not gone as I had hoped," he admitted. "Both our armies and Loki's are falling. His kingdom still stands. If we continue on this path, it could take us years…it must end now, Annihilus. Loki's suffering has become a fruitless endeavor, and only delays our delivery to Lady Death of what is her due."

Annihilus responded with an inquisitive buzz. Merely inquisitive, not concerned.

"They all knew there was a risk of death when they joined me," Thanos answered him. "Whether they fall by my hands or those of the warriors below, does it make a difference? They have proven useless for anything else."

Annihilus hummed in approval.

Thanos moved to the control panel, initiating a destruction sequence. On the exterior of his ship, two massive lights shone brightly red.

"Well," Impossible Man said, looking up at Thanos' ship, "looks like the show's over for us."

"Pity," Discord sighed. "I was HOPING they'd be able to stop that thing. I'm getting quite attached to them, you know. But I suppose somepony else will be able to pick up where they left off. It also seems like such a waste, just to let Asgard go like this…but what can you do? That's how the game is played."

"And if we don't get out of here," Impossible Man told him, "we're gonna go down with the ship!" He fashioned a portal in the air resembling three large red circles nested inside one another; he leapt in, then peered back out with a grin, announcing, "That's all, folks!" as the words he spoke wrote themselves in white script over the portal.

"Hmph." Discord sighed dejectedly as he created his own portal. Then, out of the corner of his eye, he spotted them. The six Equestrians, rushing out of the palace at top speed. "Hang on…this world might still have a chance yet!"

Twilight, Applejack, Rainbow Dash, Pinkie Pie, Fluttershy, and Rarity looked up to where the great, dark ship hovered. "This is bad," Twilight moaned, noting the red lights.

"Now or never, everypony!" Applejack commanded.

They stood close. The sphere of light formed around them. They levitated. Then, from their bubble, the great rainbow emitted.

At the same time, a purple beam of energy gathered at the front of Thanos' ship, fueled by the two red lights, and shot toward the planet below.

The two forces collided: purple and rainbow. For a moment, they stopped each other, pushing with equal force, holding equilibrium. Then the rainbow overtook, engulfing the purple beam and rocketing upward to slam hard into Thanos' ship.

The ship rocked. Inside, lights flickered on and off until they finally blew out, leaving the only light in the cabin to filter in from the window. The destruction beam had been completely eliminated. Horrified, Thanos rushed to the control panel, re-initiating the sequence for the weapon. Nothing would respond. The weapon had been disabled. In fact, as he moved his fingers across the control panel, he discovered that only one function on the ship worked at all: the engine.

Annihilus buzzed a question.

"They've stripped us of our ability to do anything but fly away," Thanos replied.

Annihilus asked another question in static.

"Another day," Thanos answered. "We do not currently know what this power is that stopped us. Nor do we fully grasp what goes on below in this battle. There is much more we can do until then, beginning with the repairs of this ship. And perhaps, when we return to the matter of Loki, we can punish him properly." He sighed, turning away from Annihilus. "I am sorry, my lady," he said softly.

The ship turned around in midair and began its course away from Asgard.

"I KNEW they'd do it," Discord teased as he and Impossible Man settled back onto the couch.

"Admit it," Impossible Man goaded. "You thought just as much as I did that they'd forget all about Thanos and he'd blow Asgard to bits!"

"Oh, shut up. We've still got a closing act to watch."

"YEAH!" Twilight, Applejack, Rainbow Dash, Rarity, Pinkie Pie, and Fluttershy cheered, exchanging high-fives and leaping for joy.

"WE DID IT!" Twilight cried.

"Now," Rainbow Dash said, "about Loki…"

They turned in time to see four figures dash into the palace doors. Two in black, one in green and silver, and one in green and purple.

"That wizard!" Applejack cried.

"That demon!" Rainbow Dash yelled.

"That warrior," Twilight growled.

"OSBORN!" Fluttershy raged.

They charged after Crouch, Blackheart, Doom, and Osborn, back into the palace.

Gwendolyn spun, her spear locking with Loki's again. Loki responded by casting a wave of blue plasma; Gwendolyn leapt high above its range, landing lightly behind Loki and charging his back. He turned to parry her.

"LOKI!" The voice that called out was that of Victor von Doom. Hearing it, Loki shoved hard against Gwendolyn, pushing her away, then ran, clearing a path between her and those who had arrived.

Doom struck out at Gwendolyn with the Universal Weapon. Blackheart followed it up with a burst of dark energy. When both hit, Gwendolyn was thrown back violently until she hit the wall, then slumped to the floor.

Blackheart moved to stand over her. "Unconscious," he observed, "but alive. Tough little thing."

"I held back," Doom confessed. "I did not know whether or not Loki wanted her killed. I had a suspicion as to her identity." He looked to Loki. "Was I correct?"

"Indeed," Loki confirmed.

"Do you want her dead?" Blackheart asked.

Loki didn't know how to answer that question. However, before he had to, he was interrupted. Pinkie Pie led the charge back into the hall; Fluttershy, Applejack, Twilight, Rainbow Dash, and Rarity followed. "LOOOOKIIIIIII!" Pinkie screamed.

"As loath as I am to admit it," Doom stated, "our forces are losing. It may unfortunately be time to enact our contingency plan."

Loki, Doom, Crouch, Blackheart, and Osborn huddled together as the six Equestrians halted before them. "You may have won this battle," Loki stated, "but the war will continue. We will see you on other worlds. Worlds where you may not get so lucky."

Darkness began to engulf them from the feet up, ready to whisk them away. But when it reached their waist level, Loki grabbed Osborn by the shoulders and violently threw him out of the building portal so that he landed on his hands and knees, skinning them.

Osborn rose and quickly turned to face the other four; he found Loki's spear, Doom's Weapon, Crouch's wand, and Blackheart's open hand pointed at him. "Why?" he seethed.

The portal slowed its building just enough for Loki to explain. "Tell me, Norman Osborn, have you heard this story before? A father wants the world, and in order to get it, he uses his son as a playing piece. The son eventually learns the truth about the father, and it tears him apart. He never meant anything more than a means to an end! He was never loved! He was never even a true son! Wouldn't you agree in this situation that the father must be punished? And in the end of my story, the father was killed and the son took his throne. But at the end of your story, logs of incriminating evidence, everything you ever did that would warrant your immediate arrest by S.H.I.E.L.D., will soon upload themselves to every computer in every S.H.I.E.L.D. facility. And then you, too, will realize what it's like to be used and betrayed." The darkness resumed its rise, and just before it completely engulfed Loki, Doom, Blackheart, and Crouch, Loki called out, "Should you ever see Harry again, give him my regards!"

Then the four were gone. Nothing remained but wisps of darkness.

"THEY GOT AWAY!" Rainbow Dash yelled.

"But this one won't," Applejack said as she and Rarity turned to Osborn. Osborn still stared at the place where the portal had formed, dumbstruck.

It was then that the Valkyrie troops arrived. Many rushed to Osborn, surrounding him, putting him at spearpoint. A few ran to the fallen Gwendolyn, preparing to carry her somewhere to heal.

One turned to address Twilight. "Between our troops, the Kree, and your various friends," she said, "we have the city mostly secured. We've managed to round up and arrest the Chitauri that weren't dead, the insects are retreating of their own accord, and we've taken everyone in Loki's army we could find. Where is Loki? We expected him to be here."

"Gone," Twilight answered. "I don't know where. He knew he was losing…so he left, and he took three of his friends with him."

"So what does this mean?" Rainbow Dash asked.

"It means the 'good guys' won," Discord stated as Impossible Man gave a raucous cheer.

Chapter 77:

· The title is a lyric from the Within Temptation song "Iron," which I used as the theme song for this battle. And listened to a lot. A whole lot. Over and over.

· Did you spot Asgardian Stan Lee being rescued by Ms. Marvel? I had to claim that glasses are actually a thing in Asgard, but it was worth it.

· Oswald is a character from Odin Sphere. His inclusion is basically setting up for the future…

· I had to assume that cosmic Annihilus-insects have fairly the same brain physiology as Earth insects. "Scott Lang controls the bugs" was a card I REALLY wanted to play.

· Here's the thing: I set up most of this battle with a random name generator. The only requirement was that the Mane Six had to face off against Cabal, but even then, outside of the predestined Pinkie Pie vs. Loki, the names were shuffled. I HONESTLY DID NOT PLAN THAT REMATCH BETWEEN LANG AND WASP VS. ELECTRO AND SANDMAN. IT'S WHAT THE GENERATOR GAVE ME AND I WANTED TO RUN WITH IT.

· The "glass Sandman" bit is based on something I've actually read happens in comic canon (Electro accidentally glassifies him). That was another huge card I wanted to play here.

· And here is where I consider Hank's soul-searching journey to come to an end. Once again, he wants to try the peaceful approach, but this time, he's not afraid to resort to more violence if peace doesn't work, and he's okay with having two sides. Originally, I had planned to have him outright revert to taking on the Ant-Man identity, but that was scrapped because that would have cheapened Lang's entire existence in this fic.

· Also, I'm assuming John Jameson and Hank Pym haven't met.

· For plot reasons, I NEED Peter/Spidey to come out of this with photos. But I worried that it would look bad if I wrote him just taking pics and not fighting for his friends. So I decided to have Bullseye lampshade the very writing dilemma I was going through.

· "Drop Daken off the Bifrost" is an idea I literally stole from GAvillain when I complained to him that I couldn't find a way to take Daken out of play without killing him. Thanks, buddy.

· This chapter involved me going to a lot of characters' Wikipedia pages and going immediately to "Powers and Abilities." Hence you're able to see Johnny go Nova here even though he never does it in AEMH where I met him.

· The direction I'm going with Maria Hill is actually going to be a last-minute retcon. I hadn't seen "Captain America: Winter Soldier" when I started this chapter, but I did see it before I got to the part with Coulson vs. Rhino, and it made me want to make Maria slightly less bitchy. Prepare yourselves: I'm going to explain Maria's coldness throughout this whole storylet with a MASSIVE retcon in the next chapter.

· Also, I have been informed that the gun that shoots tazer discs might JUST be Black-Widow-exclusive, but for the sake of making the battle easier to write, I made it a standard-issue S.H.I.E.L.D. weapon.

· I apologize if breaking Frost was too similar to the scene where I broke Sandman. It was the best way to get her out of play and will actually allow me to give her a better fate in the end of this storylet. Diamond shards don't have to answer up to the authorities, after all. (And it didn't help that when I brought this up to GAvillain, he replied with "BREAK HER! BREAK HER!")

· Yeah, Namor had a guilt trip and a change of heart. Which may have been predictable, but was the only way to go.

· Puny Goblin.

· The Doom vs. Twilight and Falcon battle was hands down THE most difficult fight to write. I was only able to finish it after watching the MLPFIM S4 finale and the Justice League Unlimited ep "Divided We Fall" in succession, thereby replacing the blood in my veins with raw epicness.

· Flashback Sombra's personality is based on the Ask King Sombra Tumblr, which is hands down my favorite ask-a-pony Tumblr and the only one I used to read (well…that and Fluffle Puff) before I let the updates get out of hand and got myself too lost to follow the story. I also want to canonize here in the author's notes that his voice is that of YouTuber AlSkylark's beautifully hilarious fandub of Ask King Sombra.

· Sombra's Cutie Mark is a white star here because, first of all, as fun as the "blank flank" idea from Ask King Sombra is, I found it unlikely and a little TOO silly for my particular fanfic. I wanted to give him something simple, but also, in Cutie Mark language, stars seem to be representative of magic related talents (Twilight and Trixie's marks both represent stars) and magic is the only canon thing I've really seen Sombra excel at. I also wanted to play a little parallelism between Sombra and Twilight, which was probably obvious (having three ponies try to invite him to a party, but he would rather be with his books).

· Loki is female in pony form because of the myth of the birth of Sleipnir, in which he shapeshifts into a female horse. She is also an alicorn because I figure being a god automatically qualifies you to be one. Her Cutie Mark is mistletoe after the myth of the death of Balder.

· Remember way back when I had Discord figure out the Alicorn Amulet was made of mithril and wonder who gave it to Sombra in the first place? Loki. The answer is Loki. For the sole purpose of driving Sombra mad and turning him into a murderer.

· Here you see the first official appearance of my OCs Sirius and Polaris. Loki's not making shit up; they were Element bearers. It's part of my massive tragic backstory retcon involving Celestia and Luna's past. Sirius was originally a unicorn in my designs to lend better balance, but I couldn't see the Crystal Princess not being an alicorn. Her Cutie Mark is the Crystal Heart because, since Cadance's was, it's implied canon that every Crystal Princess has to have that mark. Polaris, I just like to give a "winter" theme in everything, so he gets a snowflake.

· And that's how Sombra lost his mind and won an Empire!

· I plan to go into more detail on the history of the Elements later. I think I found a way to use this idea of the "previous six bearers" in a way that doesn't contradict the flashbacks from the S4 MLPFIM premiere too badly. For now, if you're confused…good. It means I'm doing a good job at building suspense.

· I decided to have a little fun with the Pinkie vs. Loki scene and have a little "replay" of the Avengers scene where Loki is taken out by the Hulk mid-monologue.

· So, as you might have guessed, the white-haired Valkyrie is Gwendolyn from Odin Sphere. More setup for the next storylet, and also gave me a little chance to play off the dynamic Loki would possibly have with a sister.

· Thanos, of course, gets his world-destroying cannon as I saw in the Silver Surfer cartoon ep I drew his "voice" from.

· I'm sorry if Thanos just retreating is too OOC. I had to wrap up this chapter SOMETIME.

· Loki, Doom, Crouch, and Blackheart were always meant to be the four that got away, and you'll be seeing them again. We've got another VILLAIN FACTION on the loose in the multiverse! And of course, Osborn gets snubbed because Loki is finally taking out his pent-up daddy issues out on him because of how he treats Harry.