Disclaimer: Ok, so I decided to add another little arc to this beyond the scopes of Disney and am going to be trying my hand at some of the marvel movies, but not all of them as it would be getting old, but I will be adding them to the story as it is something I think is some of the greatest movies ever and want to have my character have a few adventures in the Marvel universe. Also, I am planning one massive arc at the end of the Royal Canterlot wedding and would like to do something with you guys, my readers. I would like you guys to put down some ideas for some worlds the Mane Six would visit, six old ones from Kingdom Hearts 1 and 2, and six new ones from any Disney or Marvel Movie or even that have been mentioned on this series so far. From there, I will put them into a randomizer, one for old worlds in Kingdom hearts 1 and 2, and one for the new ones, and will have it choose which new worlds they could visit that wasn't in any of the Kingdom hearts games that you think should have been in. And, before I go onto writing the chapter, all content, names, and other items in use of this series belong to the original companies and authors who wrote or made the shows and games as I am not the owner of any of this, all content is used for entertainment purposes. Thank you and hope to hear from you guys about some ideas for possible worlds and hope you enjoy.


Chapter 69: World of Marvels Part 1: Meeting S.H.I.E.L.D

A couple of weeks went by after Christmas and after New Years, another holiday Spyro introduced to his friend and had a blast with them, other than that, everything seemed to be very peaceful in Equestria for a change. Spyro and his friends were catching up on some much needed training, teaching them how to turn in mid-air, how to use Strike Raid, and started to teach them some of the spells that came with the Keyblade, but only limiting the spells to Fire, Cure, and Blizzard as the others were a bit too dangerous, especially with Pinkie firing random fireballs everywhere during training, not wanting to teach them the Thunder spell at the current time. During the two weeks, he was busy working on a special project that he was keeping secret from the girls, well except for Rarity as he needed her help with the measurements to make sure everything was perfect and nothing was out of line.

In addition, the present he got from Santa turned out to be a new Warp Gummi block with a set of coordinates that he never saw before, so he sent the information to Master Yen Sid so he could make sense of what they lead to and if the Heartless were there or not because if they were, he needed to head off and stop them. Spyro was in his Gummi garage working on his pet project, finally getting the hang of it when he received a call from his master, shutting everything down to go and answer the call, raising his welding helmet to see him as his image popped up on the screen.

"Spyro, did I catch you at a bad time?" Yen Sid asked.

"No sir, I was actually working on something when you called." Spyro answered. "Now, what can I do for you sir?"

"Spyro, I finally managed to pin point the coordinates from the Warp Gummi you have with you currently." Yen Sid said. "They are coordinates to another world, far beyond our current maps."

"Any trace of the Heartless?" Spyro asked.

"I cannot sense them in that world." Yen Sid replied. "It is too far out of my reach to see clearly. That is why I am giving you the mission to go there and see it for yourself. Your ship is well equipped to scan for Heartless activity where my magic is unable to reach at the current moment. If there are any, go down there and protect this new world as they may not have the means to fight the Heartless."

"Yes master." Spyro replied, bowing. "I shall also bring my friends along. They have been training hard since you last saw them and are coming along, though they still have a long way to go."

"I shall trust your judgement Spyro." Yen Sid replied. "You have not given me cause to doubt your integrity thus far, and I shall not doubt it now. Go now, and report back when you can."

Spyro bowed again and ended the transmission, removing his welders helmet and sliding his bracer's, pulling up an image of all his friends and pressed the circle in the middle of it, the blank circle turning into a keyhole as the images turned red. At Sugarcube Corner, Twilight and her friends were spending some time together as they were eating some food the pastries that the Cakes brought out for them to celebrate another successful training session.

"Girls, we are getting good at this!" Rainbow Dash exclaimed. "I mean, we totally killed last nights session."

"Ugh, really Rainbow, such language is not fit for a lady." Rarity replied, making the cyan pegasus roll her eyes. "I believe we were dazzling."

"However ya wanna say it, we did good." Applejack added, taking a bite of her cupcake. "Wonder what he has planned for us tonight?"

"Actually, Spyro said he needed time to prepare it, so training's postponed for a few days." Twilight said.

They were peacefully eating their cupcakes and enjoying their time away from training when Spyro came into the cafe, looking around and finding his friends at a circular table, walking over to them right as Pinkie noticed him.

"Spyro, you're here!" Pinkie exclaimed. "We saved you a cupcake."

"Thanks little cupcake." Spyro said, making her blush. "But that's not why I'm here." he sat down in the open seat, making the girls wonder what he was hear about when he pulled back his bracer's slide and an image of a new world appeared in the middle of the table, getting their attention. "Girls, we have a mission. To travel to this world and see if the Heartless have invaded it."

"Seriously, a scouting mission!?" Rainbow Dash asked, smacking her head onto the table. "BORING!"

"And if there are Heartless, search and destroy." Spyro added, her head shooting up at the mention of a fight.

"Wow, another new world?" Twilight asked. "And we get to be the first ones to see it?"

"Exactly." Spyro replied, the image disappearing. "I knew you girls would probably be bored, so I wanted to bring you along, see another new world."

"Awe yeah, a new world to discover!" Pinkie shouted. "When do we leave!?"

"Right now." Spyro replied. "The ship is ready to go and the coordinates are already locked. We can leave as soon as you girls arrive."

They all cheered and took their cupcakes to go, heading out of the bakery and rushing towards the garage, the ship ready for them upon arrival, heading into the ship and immediately going to the cockpit to strap themselves into their seats, Spyro taking the controls as he took the ship into the space above Equestria, Spyro reverting back to his human form as he put in the coordinates. After locking the coordinates in, the engines on the ship charged up and sent them through warp space, sending them through a tunnel of colors and lights like normal, but this time they experienced a bit of turbulence, but nothing to major as Spyro had installed the new warp Gummi before looking for his friends. After a little while, they arrived at their destination, flying above the worlds atmosphere and saw that it was one massive city, planes and satellites in the air and at the very top was the tallest and possibly the coolest tower he ever saw and on it was a massive A on what appeared to be a walk way.

"Wow, cool." Rainbow Dash said, hovering over Spyro. "Is this it?"

"This is it." Spyro said. "These are the exact coordinates. And according to the scanners, I'm not picking up any Heartless yet."

"Oh, what a relief." Fluttershy said. "Guess that means we can go home, right?"

Before Spyro could answer, the alarm went off, returning Spyro's focus to the worlds surface and seeing that the scans had picked up traces of Heartless, Rainbow Dash smiling to herself when she saw the news.

"Sorry little butterfly, scans picked up Heartless." Spyro said, making the yellow pegasus mare shiver. "Alright, let's find someplace to-"

He didn't get to finish as he suddenly looked at his arm and saw a blue light appear on it, getting up from his seat and looking at it as tendrils of the same light started to go across his body, the girls eyes wide in surprise, but before anyone could ask, he was suddenly pulled through some kind of wormhole, making him disappear right in front of his friends eyes. Meanwhile, on the world surface, a helicopter was traveling up the side of a mountain and to a complex where there were dozens of satellite dishes pointed to the sky, scanning for something and the chopper flew over the complex, where it looked like it was in the middle of evacuation as scientists and key personnel were being escorted off the premises and into trucks to be taken to safety. The chopper then arrived at a landing pad where a man in a suit that looked straight out of Men In Black was waiting for whoever was in the chopper, wearing sunglasses and had his hands over his stomach, watching as the chopper landed and out of it came a woman in a dark indigo operative suit with a eagle on her shoulder and an African American wearing all black with a black leather coat and an eye patch over his left eye.

"Director Fury." The agent said. "Agent Hills."

"Agent Coulson." The director said. "How bad is it?"

"That's the problem sir, we don't know." Coulson replied.

The three of them went into the complex itself and took the first elevator they could get, heading down to the maximum security area where agents, soldiers, and scientists were working on evacuating and getting as much data and tech they could get out.

"Dr. Selvig read an energy surge from the Tesseract about four hours ago." Coulson continued.

"Who authorized him to go into the testing phase?" Director Fury asked.

"That's the thing, he wasn't testing it." Coulson replied. "Wasn't even in the room when it started. It was a spontaneous event."

"Wait, so it just turned itself on?" Agent Hills asked.

"Where are the energy levels now?" Director Fury asked.

"Unfortunately sir, they're climbing." Coulson replied. "When they couldn't get them to stop, we ordered a complete evacuation of the complex. Should be fully evacuated in the next half hour."

"Do better Coulson." The director said.

He and Agent Hills then started to climb downstairs towards the testing area where the Tesseract was at, ordering Hills to make sure something called Phase Two proto-types were on trucks and out of the complex. The director walked into the room where a few scientists and some guards were still there, trying to figure out what was going on when one professor looked to the director, wearing a blue flannel shirt and jeans with a blue tie, walking away from the machine and approaching him.

"Talk to me Doctor." Director Fury said.

"Director Fury." The doctor said, his name tag saying he was known as Dr. Selvig. "The Tesseract is misbehaving."

"Is that supposed to be a joke?" the director asked.

"I don't find any of this funny." Dr. Selvig replied. "The Tesseract is not only active, it's... behaving."

"Have you tried pulling the plug?" The director asked.

"We tried, but no luck." The doctor replied. "It's an energy source. Every time we turn it off, it turns back on. If she reaches peak levels, then-"

"We've prepared for this." The director replied. "Harnessing energy from space."

"We don't have the harness." The doctor replied. "Calculations are far from complete. She's throwing off some kind of interference, radiation. thankfully though it's not harmful, just love levels of gamma radiation."

The director looked to the Tesseract, a large blue crystal cube that had energy flowing through it and a scientist tried to poke it with a reader, only for it to get fried and spooking the scientist.

"Not harmful you say?" The director asked, looking around. "Where's Agent Barton?"

"The hawk?" Dr. Selvig asked. "Up in his nest."

the director looked up and saw a guy in a black jacket and black clothing with the same insignia as on Agent Hills outfit, using a rope to slide down and walked to the director.

"Barton, i gave you this detail to keep an eye on things." Director Fury said.

"I see things better from a distance sir." Barton replied.

"Well have you seen anything that will set the Tesseract off?" The director asked.

"Doctors, it's spiking again." One of the scientists said.

Everyone went over to the station while the director and agent discussed what might have happened that could have activated the Tesseract when the blue cube started to hum, the energy in it building up until it reached a point where it released that energy into a funnel, unleashing a beam of energy that fired into the other side of the room, creating a portal that grew bigger and bigger until it exploded, releasing a wave of energy that collected into a dome shaped ceiling. From the portal stood a man wearing what appeared to be black leather armor with hints of green and gold lining, looking up to them and smiling as several agents approached him as he held onto a spear that doubled as a scepter, looking to the heavily armed men that approached him.

"Sir, I need you to put down the spear." Director Fury said.

The intruder looked to the weapon in his hands, mixed emotions in his eyes as he looked at it, but instead of obeying, he charged up some energy into it and shot a bolt of plasma, Agent Barton saving the director from it's power as agents started opening fire on the intruder, who didn't seem fazed by the hail of gunfire as the bullets just bounced off his clothing, revealed to actually be armor that their weapons couldn't penetrate. He stabbed one agent through the chest, throwing a couple of knives at two more, taking them down before releasing another bolt to the computers, shorting them out for a moment as he kept on fighting. The remaining agents pulled out their aide arms and fired on him, but even their bullets had no effect, but he was getting tired of the fight, so he charged up another bolt and unleashed it, vaporizing the unlucky agent that was in it's path. After the gunfire stopped, the intruder looked around, finding that most of his enemies were down, but immediately went over to Barton, who tried to fight him, but was stopped, struggling to use his weapon while the enemy laughed at him.

"You have heart." The intruder said. "Exactly what I need."

The director got up and looked over to Barton, watching as the intruder put the tip of his spear on his chest and immediately, Bartons veins turned blue, energy moving up his neck and into his eyes as it suddenly took him over, no longer resisting him as he put his gun into his holster, letting the mystery intruder continue to convert some more people to his side while the director took the Tesseract out of the device it was in and into a suitcase to transport it, making sure the enemy wasn't;t watching him before getting up to leave.

"Please don't." The intruder said, turning to face him. "I still need that."

"This doesn't;t need to get any messier." Fury said.

"Oh but it does." The assailant said. "I've come too far for anything else. For I am Loki of Asgard, and I am burdened with glorious purpose."

"Loki?" Dr. Selvig asked. "Thor's brother."

"We have no quarrel with your people." Director Fury said.

"Does an ant have quarrels with a boot?" Loki asked.

"You planning on stepping on us?" Fury asked.

"I come with glad tidings." Loki answered. "Of a world made free."

"Free from what?" Fury asked.

"Freedom." Loki answered, the director giving him an annoyed look. "Freedom is one of life's greatest lies. And once you accept that, in your heart... you will finally know peace."

He then turned around and gently tapped the tip of the spear onto the doctor's chest, the same thing that happened to Agent Barton happening to the doctor as his eyes turned blue, just like Bartons. The agent then looked up to the massive ball of energy that had gathered in the ceiling, seeing that it was acting strangely and before he could warn Loki that the director was stalling, a massive blue orb shot out from the cloud of energy, the ball rolling towards the director as they heard what sounded like a guy screaming out, tryin g to regain his footing until Spyro shout out of the orb and slide on the floor like he was skating, keeping his balance until he hit a cart, flipping over it and knocking it down as he fell. Spyro groaned a bit, slowly getting up and he shook his head to regain his bearings, dizzy from whatever happened to him.

"Ok, that wasn't normal." Spyro said, blinking his eyes a few times before looking up. "Girls, I think we-" He stopped talking when he saw the people in front of him, the mind controlled agents and doctor and the director, along with Loki were all starring at him, wondering who he was and where it was he came from. "I don't think I'm in Kansas anymore."

"Well, hello there." Loki said.

"Oh great, a Star Wars reference." Spyro said, getting up quickly and putting some distance between him and Loki. "And I'm getting some seriously bad vibes from you pal."

"There's no need to be afraid." Loki said. "I mean no harm."

"Yeah, I don't think the scattered dead bodies support that." Spyro said, looking to the agents. "And the blue eyed, possibly mind controlled agents with White Walker eyes, that also sends off some red flags."

"I'll change that." Loki said.

He tapped his spear onto Spyro's chest, the power in the spear ready to take him over, but the energy from the spear failed to take control of him, looking down to the spear and tried again, but the same thing happened, nothing affected him.

"Was something supposed to happen?" Spyro asked.

"How?" Loki asked. "It worked before."

"Kid, he's trying to take control of your mind!" Director Fury said.

"That's all I needed to know!" Spyro shouted.

Spyro swiped the spear off his chest and sucker punched Loki into the air, grabbing him by the ankle and threw him into two agents who drew their guns, knocking them down while Barton drew his and fired five rounds towards Spyro, which he slowed down time with his time manipulation abilities and grabbed the bullets, time returning to normal, but he dropped the bullets, showing that he was fast enough to catch them, surprising the mind controlled agent.

"Guess you can say 'Little man outsmart bullet.'" Spyro said, mimicking the heavy's voice from TF2.

"Impressive." Loki said, getting up. "But you can't catch this."

He charged up a bolt of plasma energy and released it towards Spyro, which he was pushed back a bit, but he just smiled, seemingly unfazed by the blast, which shocked both Loki and Director Fury as they both saw the same black vaporize one of the directors agents. Before Loki could try anything else, Spyro watched as multiple voids opened up and out of them, several Shadows and Soldiers appeared out of them, putting them between Loki and Spyro as the God of Mischief looked at them.

"What are these creatures?" Loki asked.

"Heartless!" Spyro shouted.

He swung his arm and immediately called his Keyblade, the Heartless showing signs of agitation towards the prince, but Loki looked horrified when he saw the weapon, backing away.

"A Keyblade!" Loki shouted.

Spyro immediately charged towards the Heartless, dodging a kick attack from a Soldier while he Force lifted a small handful of the Heartless into the air, crushing them as pink hearts were released from the soldiers, blocking another kick before leaping into the air as a miniature cloud appeared above him and lifted his blade into the air, lightning shooting down onto it as multiple bolts shot out from the tip of his blade, passing through several Heartless while agents tried to blast him with lead, but he just moved out of the way, moving at the speed of sound. While Spyro was busy fighting the controlled agents, Barton looked to the energy that had gathered at the dome shaped roof, not liking what he was seeing.

"Sir, this fight is pointless." Barton said. "The collected energy from the Tesseract is starting to grow unstable."

"He's right." Selvig replied. "We got less than two minutes."

"I'll deal with you later, Keyblade Bearer." Loki said. "For now, take him."

Barton drew his weapon and shot the director, knocking him to the ground while remainder of Loki's new servants picked up the suitcase and walked out, leaving Spyro with last of the Heartless, striking them down right as he noticed a disturbance in the Force, looking up to the energy and knew it was not something good. He looked over to the director and checked on him, feeling a pulse and heard him groan in pain.

"You ok?" Spyro asked.

"No, I'm not." Fury responded. "You still got both eyes don't you, right? I've been shot!"

"Yeah, I can see that." Spyro replied, helping him up. "Names Spyro by the way."

"Nick Fury." Fury replied. "Director of S.H.I.E.L.D. Director Fury to you."

The director winced a bit before pulling the bullet out of his shoulder.

"Hold on a second." Spyro said, pointing his Keyblade at the director, which he reached for his weapon. "Curaga!"

A moment later, several pink bell shaped flowers appeared above his head and sprinkled green powder on the director, healing his injury and leaving the director surprised at how he easily healed him.

"Glad to see there's at least one friendly on this complex." Fury said. He reached down to his belt and pulled a radio off his belt, turning it on. "Hills, come in Hills! Barton has been turned!" They both looked up and saw that the energy was starting to destabilize, growing erratic and becoming dangerous. "They have the Tesseract. Shut them down."

"This place is going to go any second now." Spyro said, we need to get out of here. "Don't fancy being turned into a pizza."

"Follow me then." Fury replied. "I have a chopper we can use to escape and cut off Loki."

The two men got up and ran out of the room, Spyro following the director up the stairs and through a corridor as everything fell apart around them until they reached upstairs, finding the chopper was getting ready to take off, so they both got onto the chopper as the ground started to crack underneath them. The chopper took off and flew high enough in the air to let them avoid all the damage, but Spyro watched as the ground in the middle of the complex, erupting a bit before collapsing, the entire complex collapsing as the explosion under it moved outward, destroying everything as it expanded outward, only stopping short of a truck that had escaped the complex.

"By the ancestors." Spyro said. "What kind of power is that?"

"That's the power of the Tesseract." The director responded. "It's a source of near limitless energy that can be weaponized. In the hands of a madman like Loki, who knows what he's planning to do with it."

They then saw the vehicle that Loki had taken, driving over rough terrain to get away, but the director had the pilot stop right in front of it, hovering in front of the moving vehicle before opening the door and firing his gun, trying to hit the driver, but Loki used his magic to create another bolt 9f energy from his scepter, hitting the tail end of the chopper and causing it to go down, which Fury and Spyro jumped out right as it crashed, not exploding thankfully, but it wasn't going to be flying anytime soon. The director kept firing his weapon, trying to hit them, but the vehicle was too far away and he missed every shot, signing in disappointment.

"Darn." Spyro said. "Now what?"

"Director Fury." Coulson said over the radio. "Do you copy?

"I read you Coulson." Fury replied. "The Tesseract is with a hostile force. I have men down, but the good news is we have a friendly who came out of the same portal the hostile came from. Helped me to get out, so we can trust him, for now. Hill?"

"Lot of men still under." Agent Hills replied. "I don't know how many survivors there are."

"Right, sound a general call." Director Fury said. "I want every living soul who's not working rescue looking for that briefcase."

"Copy that." Hills replied.

"Coulson, head back to base." Director Fury said. "This is a level seven. At this moment, we are at war."

"So what's the game plan sir?" Coulson asked.

The director looked out to the dessert, looking back to his friend before a thought came to his mind, knowing they were the only chance this a world has.

"I'm sending you with Coulson." The director said. "You and him are going to pick up a few people. We're going to need them. You are to listen to his instructions to the letter. Understood?"

"Yes sir." Spyro replied. "I also came with some friends of mine, still in orbit. They're still green when it comes to fighting, but they should be able to help out."

"At this point, we'll take all the help we can get, extra terrestrial or otherwise." Director Fury said.

After a while, Coulson finally reached them, picking Spyro up, though he didn't exactly seem the friendly type at the moment when they first met, but he let it go as he was still a wild card to them and needed to earn their trust. As they were heading to the first person to pick up, Spyro sent a message to his friends, saying he was ok and he would send a homing beacon to the ship once he had a place for the ship to land on, telling them to hang tight until then. After a little while, they arrived at Russia and at an old train yard where Coulson said there was an agent they needed to get and her last known location was in an old train house where they did maintenance and housed the trains until they were needed again, so he took the high road and entered through a large open space in the roof, using the shadows to blend in and saw a group of three men, two thugs and a general, hitting a woman, who Coulson told him was Agent Romanoff, aka, Black Widow, and she was tied down and beating her.

"This is not how I wanted this evening to go." The general said, understanding Russian.

"I know how you wanted this evening to go." Romanoff replied, speaking the same language. "Believe me, this is better."

"Who are you working for?" The general asked. "Lermentov, yes?" The thug then went over and grabbed her chair, pushing it til it was leaning over the edge, barely hanging on. "Does he think we have to go through him to move our cargo?"

"And here I thought General Solomon is in charge of the export business." Romanoff said.

"Solohob, nothing more than a bagman, a front." The general replied. "Your outdated information betrays you. The famous Black WIndow, who turns out to be simply another pretty face."

"You really think I'm pretty?" Romanoff asked.

"Coulson, I'm in position." Spyro whispered into his ear piece. "Let me at them. One thing I hate, it's bullies, but a woman beater, I'll use his own arm to beat him to death."

"Easy Spyro, wait for my signal." Coulson replied. "Let me make a phone call first."

"Tell Lermantov that we don't need him to move the tanks." The general said, moving to some tools. "Tell him he is out. Well..." He picked up a pair of pliers as one of his thugs held her mouth open. "You may want t write it down."

All of a sudden, a hone went off, one of the thugs picking it up and answering it, which Spyro could sense his anxiety spike as he looked to the general, saying it was for Romanoff. The general walked over and answered the phone instead, though he couldn't hear what they were saying, he could sense the general's anxiety rising, but whatever Coulson was saying, it scared him enough to walk the phone over to her, the thug letting go of her jaw as the general gave the Widow the phone, pressing her ear against the speaker to hold it.

"We need you to come in." Spyro heard, listening to Coulson from his earpiece.

"Are you kidding?" She asked. "I'm working."

"This takes precedence." Coulson replied.

"Listen, I'm in the middle of an interrogation right now and this moron is giving me everything." Romanoff replied. the general and his thugs were confused right now, wondering who she was talking about as she rolled her eyes. "Listen, you can;t pull me out of this right now."

"Bartons been compromised." Coulson said, the widows mood changing. "I've sent a new friend to come get you."

"Let me put you on hold." The widow replied.

"Thought you might say that." Coulson said, looking up to the screen. "Spyro, you're free to engage."

Out of nowhere, Spyro surrounded himself in a cloud of shadow, rushing through the air and clotheslining one of the thugs, catching the general by surprise and the other guy back up, falling on his rear.

"It's about time." Spyro said. "Was getting sick of waiting."

The guys he clotheslines got up and swung his fists a few times, trying to get a hit, but Spyro just dodged the attacks, grabbing his arm and punching him in the chest, sending him flying towards the second thug, but he dodged his friend and took out a gun, firing a few rounds, but Spyro just slowed down time around him, grabbing the bullets before resuming time itself, dropping them and spooking the both of them. The Black Widow then got up and and hit the guy with the chair she was bound to, smacking him around a few times before using the first thug to flip over and smash the chair, taking the second guy down in a few swift punches and grabbed the general who had her hostage, smacking him into a pipe before tying a chain around his ankle and dropping him. Spyro walked over and looked over the edge, seeing he was still alive, but was upside down, scared out of his mind.

"So you're the friend Coulson sent?" Romanoff asked.

"That's right." He replied. "Names Spyro. Sorry for not coming out of the shadows earlier. Needed to wait for Coulson to give the word."

She didn't say anything else as she walked over and picked up the phone and heels, walking out with Spyro right behind her.

"Where's Barton now?" She asked.

"We don't know." Coulson replied.

"Is he alive?" She asked.

"We think so." Coulson replied. "We'll brief you when you get here. Right now, we need you and Spyro to go and talk to the big guy. Spyro, once you're done there, meet me at New York station."

"Understood." Spyro replied.

"Coulson, you know Stark trusts me as far as he can throw me." Romanoff said.

"Don't worry, I've got Stark." Coulson said. "You got the big guy."

She stopped for a moment, looking back to the guys they took down and cursed in Russian, understanding what it meant and whistling. They then took the first flight to what appeared to be India, where they set up in what appeared to be an abandoned house, Spyro sitting down at the table while Natasha went out and gave a girl some money, letting her know what to do before sending her off.

"The little girl with bring him here in a few minutes." Natasha said, sitting down with him. "Gives us time to talk."

"What do you want to know?" He asked.

"For starters, who are you?" Natasha asked. "And what are you doing here?"

"As I said, my name is Spyro." He replied. "I'm a prince. The Prince of Light and Darkness. And I'm here because of a threat to this world."

"You're from another planet?" She asked.

"Well, another Earth." He replied. "Another dimension you could say. Was sent to another world to finish my training and to be coronated as a proper prince."

"What would were you sent to?" Natasha asked.

"Classified." Spyro replied. "Point is, one of my enemies found this world and is now going to try and conquer it. It's my duty to stop her before she has a chance to do so." He looked out the window, seeing all the people and then back to the widow. "So what's so special about this doctor anyway?"

"He's not any ordinary doctor." She replied. "He's a scientist who specialized in Gamma radiation. The radiation hit him and changed his cells, allowing him to become a massive green monster known as the Hulk. Should he get angry, he becomes a savage beast, a monster that destroys everything it it's path."

Before he could ask any further, they saw the curtain pull back and the little girl run through, running out the window and leaving the doctor, who was wearing a brown suit with a bag at his side.

"Should have gotten paid up front Banner." The doctor said.

"You know, for a man who's supposed to be avoiding stress, you picked a quite the place to settle." Natasha said, coming out from behind curtains.

"Avoiding stress isn't the secret." Banner replied.

"I can tell." Spyro said, making the doctor look at him. "I can sense that it's not stress that's your secret, but something else."

"Then what is?" She asked.

They didn't get an answer as he just set his bag down, looking around and smiled to himself.

"Bringing me to the edge of town, smart." Banner said, looking at Spyro. "And something tells me he's not exactly normal. Is the whole place surrounded?"

"Just the three of us." Natasha replied.

"And your actress was funny." He said, pointing to where the kid ran off to. "They always start that young?"

"I did." Natasha replied.

"We needed a way to get you outside of town." Spyro said. "Someplace private where we could talk. No cops, no government agents, just us."

"And who are you two?" Banner asked.

"Natasha Romanoff." She replied. "And this is my associate, Spyro."

He looked between the two of them, smiling as he twisted his fingers, looking around and between the two of them.

"Are... you here to kill me?" Banner asked. "Because, if you are, that's... not going to work out... for everyone."

"I can believe that." Spyro said, using his magic to conjure an orb of water, drinking from it, getting funny looks from them. "But that's not why we're here."

"We're here on behalf of S.H.I.E.L.D." Natasha said.

"S.H.I.E.L.D." Banner said, sensing disdain for the name. "How'd you find me?"

"We never lost you." Natasha said, sitting back down. "We kept our distance, made sure no other party found you."

"And why are you here if not to kill me?"

"Nick needs you to come in." Natasha replied. "He trusts you and want's your help, so he's asking you to come in."

"And... what if I say no?" Banner asked.

"I'll persuade you." She replied.

"Before we go picking a fight, let's just sit down and talk first, ok?" Spyro asked.

They looked at him, relaxing and drinking his water when the two of them walked over, sitting down at the table on opposite sides of each other while Spyro remained in the middle, making sure that he was ready for anything.

"This... is the Tesseract." Natasha said, pushing her phone to the doctor with an image of what she was talking about. "It hold's the power wipe out a whole city block, maybe more."

"I've seen its power." Spyro said, finishing his orb of water off. "It took down the complex it was at, and it was only a small fraction of its power."

"So, what does Fury want me to do with it, swallow it?" Banner asked.

"I'd find it hard to digest, let alone swallow it." Spyro replied. "No, he needs you to find it. It was taken and you're an expert on Gamma radiation and this thing emotes that same radiation, so he thought you could find it where others failed to do so."

"So he's not after the monster?" Banner asked.

"Not that he's told me." Natasha replied. "He needs you on this."

"He needs me in a cage?" Banner asked.

"No one's putting you in a cage." Natasha replied.

"Stop lying to me!" Banner shouted.

The Black Widow then pulled out a gun, pointing it at Banner while Spyro remained sitting, not even fazed by the outburst, but had his hand on his Lightsaber, ready to go if things changed. The doctor took a few breaths and back ed up, raising his hands as he smiled.

"I'm sorry." He said. "That was me. I wanted to see what you would do. Your friend over there seems much calmer than you. So, let's do this the easy way where you don't use that and the other guy doesn't make a mess of things, ok, Natasha?"

She looked at him for a few seconds, watching as Spyro removed his hand from his Lightsaber and she lowered her gun, reaching up to her ear.

"Stand down, we're good here." She said.

A moment later, Spyro heard the clicking of guns, their safety's switching on and certain energy weapons being powered down.

"Just us, huh?" Banner asked.

"To be honest, I didn't know they were there." Spyro said, raising his hands.

After they had the good doctor on the plane and heading to the secret base SHIELD had, Spyro got onto another jet and was flown all the way to the Big Apple, known as New York City, which they landed in the air port and at the hanger, Coulson was waiting for him with a black SUV Sudan, along with a few agents in suits all waiting for him.

"So, who're we recruiting next?" Spyro asked, getting into the vehicle with Coulson.

"His name is Tony Stark." Coulson replied, handing him a file on him. "Multi-billionaire who made his fortune making weapons of mass destruction."

"Hate the guy already." Spyro said.

"He then stopped making weapons and started to use his fortune and company to make tech to help the people instead of destroying them."

"Now I'm liking him." Spyro replied.

"He created a suit of armor and went out destroying his own products of mass destruction, given the nickname 'Iron Man.'" Coulson continued. "We need him to help us reacquire the Tesseract."

"Anything I should know about him?" Spyro asked.

"Yes, he has the personality of a child at times." Coulson replied. "Doesn't take anything seriously and jokes around all the time."

"You're listing the good things about him, I want to know the bad." Spyro replied, closing the folder. "How long until we get to his mansion?"

"You mean his tower?" Coulson replied. "About ten minutes, depending on traffic."

"Great, then that means I can take an hour long nap." Spyro said, leaning back and conjuring eyeshades. "Wake me when we get there."

Spyro closed his eyes and allowed himself to drift to sleep, peacefully sleeping until he felt something kick his leg, removing the sleep aid and seeing that they had arrived at the tower, which when he got out, it was lit up light a Christmas tree with his last name shining on the edge of what appeared to be a balcony.

"Guys got a bigger ego than Rainbow Dash." Spyro said.

"Who?" Coulson asked.

"You'll meet her." Spyro replied, walking past. "Let's go see this rich kid."

They walked into the lobby of the building, which was a massive room until they reached the elevator, entering it and heading to the top floor. The agent then pulled out his phone and put in a few commands, calling the billionaire.

"Stark, we need to talk." Coulson said.

"You have reached the Life Model Decoy of Tony Stark." The billionaire said. "Please leave a message."

"This is urgent." Coulson said.

"Then leave your message urgently." Tony replied. The elevator opened up to a massive suite where Tony Stark and a woman with orange hair and wearing a white work shirt and short shorts were sitting, drinking some champagne. "Security breach." Stark said, ending the call.

"Mr. Stark." Coulson said.

"Phil, come in." The woman said.

"Phil?" Spyro asked.

"Don't start." Coulson said.

The two of them walked in and the two residents of the tower walked over to them.

"Who's your friend?" The woman asked.

"Pepper Potts, Mr. Stark, this is Spyro." Coulson said. "Spyro, Tony Stark, Pepper Potts."

"Nice to meet you two." Spyro said.

"Glad to meet you, now if you excuse us, we're celebrating." Tony said, downing his drink.

"We need you to look this over." Coulson said, handing a large file to him.

"Coulson, you know my consulting hours are nine to five every other Thursday." Stark replied.

"This isn't a consultation." Coulson replied.

"Is this about the Avengers?" Pepper asked.

"And about those." Spyro said.

They looked to where he was looking, seeing nothing but an empty room until multiple voids opened up and out of them, Soldiers and Strafers appeared out of them, looking around and setting off an alarm. Spyro immediately called his Keyblade and rushed over, dodging the Strafers ranged attacks and swiping to his right, taking out a few Soldiers before grabbing a Strafers and using it as cover as more of them fired on him. A moment later, Tony Stark was in his Iron Man suit and flew up, firing his repulsers and taking out a few of them from the air, but Spyro was way ahead, taking a deep breath before unleashing a wave of ice that froze multiple soldiers, destroying them in one breath before spinning around, his dragon tail appearing for a moment and covered in an icy blade that knocked a few of the remaining Soldiers and Strafers into the air, leaping up and Force pushing them outward, smacking into walls and exploding into dark clouds, releasing pink hearts.

"Jarvis, what were those things?" Tony asked.

"Unknown sir." The towers AI replied, both he and Spyro landing on the ground. "They appeared out of some kind of energy field and disappeared into dust after being hit by Mr. Spyro's weapon."

"They're called Heartless." Spyro replied, dismissing his Keyblade. "They're creatures born from the darkness in people hearts. Depending on how strong the heart is, that's the strength of the Heartless."

"The heart is nothing more than an organ." Tony replied, his helmet opening up.

"There's so much you don't know about the heart Stark." Spyro replied. "And so much you will never understand. Right now, this is a serious problem. We need you."

"Well, in that case, what are we looking at?" Stark said, taking the case and turning it into a computer.

"We'll brief you at base tomorrow." Coulson said. "Spyro, the director wants us back at base. Wants to know if there are any special accommodation you would need."

"Yes, seven private rooms and a landing pad large enough for my ship." Spyro replied, getting the billionaires attention. "And a lot of hay, oats, flowers, and any other kind of plants you can get."

"We'll see what we can do." Coulson said. "For now, Mr. Stark, see you at the given coordinates."

Both Phil and Spyro walked to the elevator and got in, heading back down to the lobby floor to head back to the base Coulson was talking about. Come morning, they were on a jet heading to Shields home base in the middle of the ocean, and on the quinjet, they had with them an extra passenger, who is known as Steve Roger's, aka, Captain America and he was looking at a tablet, catching up to speed on what has been going on after being frozen in ice for over seventy years, surprised at how long he survived being frozen.

"We're about fourth minutes out from home base." Coulson said, walking over to them.

"So, this Doctor Banner was trying to replicate the same serum that they used on me?" Steve asked.

"A lot of people were." Coulson replied. "You were the world's first super hero. He thought Gamma radiation was the key to unlocking the formula."

"And by the looks of it, it backfired." Spyro said, looking at the same tablet. "Turned him into that."

"Unfortunately." Coulson said. "When he's not that thing, he's like a Steven Hawking. A smart person." He stood there for a moment, Spyro sensing how excited he was, despite how cool he was trying to be. "I gotta say, it's an honor to meet you. Well, we did meet, but not officially. I watched you while you slept."

"Well that's not creepy at all." Spyro said.

"I mean, I was present when you were unconscious." Coulson said.

"And he just made it worse." Spyro said, getting up.

"What I'm trying to say is, it's a true honor to have you on board." Coulson said.

"Hope I'm the man for the job." Steve said, getting up and looking out.

"Oh, you are sir, trust me." Coulson said. "We made some modifications to the uniform. I have a little design input."

"Uniform?" Steve asked. "Aren't the Stars and Stripes a little... old fashion?"

"Trust me, with everything that's happening and what's about to come to light, a little old fashion might be what this world may need." Coulson replied.

They flew on for the remainder of the trip in silence, no one making a sound between them until they reached what appeared to be an aircraft carrier in the middle of the ocean, several different air craft on deck and a large open space for what appeared to be enough room for his ship, smiling that they got at least one thing done for him. The jet landed in one of the open places on the ship, on deck was Natasha, standing there waiting for them on deck. Once the boarding ramp at the back of the jet lowered, the three of them walked out of the quinjet and waited for the director and Natasha to approach them, stopping just in front of them.

"Agent Romanoff, Captain Rodger's." Coulson said.

"Ma'am." Steve said.

"Hi." Natasha replied. "Coulson, they need you on the bridge. They're starting the phase trace."

"See you there." Coulson said, leaving them alone.

"And the director got everything you asked for Spyro." Natasha said. "He was skeptical, but said it was for your friends. Said you can bring them down anytime you're ready."

"Good." Spyro replied. He pulled back the cover of his bracer, revealing the holo screen and put in a few commands, sliding it back to confirm the order. "I set the ship to autopilot. It will arrive in the next few minutes."

The three of them then walked away from the jet, Natasha telling him the kind of reaction people had when they first found Captain Rodger's in the ice and how Coulson was about to pass out when they first uniced him, even so much as telling them he had a collection of vintage Captain America trading cards, surprised he didn't ask him to sign them. they then found Doctor Banner near one of the jets, looking a little uncomfortable, but seemed to be doing ok.

"Dr. Banner." Steve said.

"Oh, yeah hi." Banner said, shaking his hand.

"I hear you can find the cube." Steve said.

"Is that all you heard about me?" The doctor asked.

"It's all I care to hear." Steve replied.

"Gentlemen, if you're done with introductions, might want to come on it." Natasha said. "Air's going to start getting a little thin."

They wondered what she meant, thinking it was a submarine, but then they looked over the edge and were shocked, the water beneath them started to spin like a vortex, going faster and faster until it reached velocity, revealing it was massive propeller blades beneath he surface of the water, everyone without a mask ran inside and walked with Natasha until they reached the bridge. Once there, they saw a whole crew of personnel all at stations, calling out everything was ready and working, letting the director know that everything was in working order before giving the order to activate reflectors to cloak them from the people's gazing eyes before them. They walked to a conference table, which Steve pulled out a wad of cash and gave the director a ten dollar bill, probably loosing a bet.

"By Celestia's mane, this is the coolest thing ever." Spyro said, looking around.

"Glad you like it." The director said. "This is our base of operations while Loki is still a threat." he then saw banner and walked over, extending his hand to the good doctor, which he accepted with hesitation. "Doctor, thank you for coming."

"Thanks for asking politely." Banner replied. "So, how long and I here for?"

"Once we get the Tesseract back, you're in the wind." Fury replied.

"And where are you with that?" Banner asked.

"We're sweeping every wirelessly accessible camera on the planet." Coulson replied. "Cellphones, laptops, if it connected to a satellite, it's eyes and ears for us."

"Well, that won't help much." Banner said. "Director, how many spectrometers you have?"

"How many you need?" Fury asked.

"Tell every lab you know to put the spectrometers on the roof." Banner replied. "Have them calibrated for Gamma Rays. With this tracking algorithm, we should be able to rule out a few places."

"Done." Fury replied.

"Sir, the radar is picking up an Unidentified Flying Object heading our way." Hills said, transferring the radar to Director Fury's station. "It seems to be requesting permission to land."

"Ah, my ship has arrived." Spyro said, getting their attention.

"Your ship?" Banner asked.

"You'll see." Spyro said, walking to the director. "My friends are on that ship. They each have a different skill set that should help in one fashion or another."

"Hills, grant them permission to land." Director Fury said. "And tell them we'll meet them on the runway."

"Yes sir." Hills said.

Spyro and the director walked together, heading to the runway above them, followed closely by Steve, Natasha, Banner, and Coulson, who I all wanted to meet them. When they got to the runway, they looked up, wondering where his ship was until they saw a shadow in the clouds, everyone using their hands to shade their eyes until the Dragon's Crest descended from the cloud cover, landing close to the entrance that was reserved for him per Spyro's accommodations, landing gently on the runway as the engines deactivated.

"Now, I'm only going to tell you once, if your day was strange now, it's only going to get stranger." Spyro said, turning to face them. "So, try not to freak out."

"You kidding, after what I'm seeing right now, nothing will surprise me." Steve said, looking at the ship.

"Bet you twenty it will get stranger." Spyro said.

"I'll go with that." The director said.

"I mean, I transform into a green hulking monster, surely I'm ready for anything you have." Banner said.

"I've seen a lot of strange things while an operative of SHIELD." Natasha said. "Nothing surprises me."

"Alright, bet." Spyro said, pulling his bracers back and contacting his ship. "Girls, it's alright, you can come out."

"You sure?" Twilight asked. "I mean, we aren't exactly-"

"Twilight, trust me, these guys have seen weirder things." Spyro said. "They know of other worlds too, so it's ok to show yourselves. Come and meet some new friends."

"Hi new friends!" Pinkie said, appearing out from behind Spyro.

When she suddenly appeared, both Steve and Banner backed away, surprised by Pinkie's random appearance while Natasha's eyes widened with surprise, but the director didn't seem fazed. A moment later, the boarding ramp of his ship opened up, lowering down to the ground and allowed the rest of the Mane Six to walk down the ramp, the three surprised people looking at them and their jaws dropping as they saw them, unable to properly process what they were seeing as there were six different colored ponies in front of them, two pegasi, two unicorns, and two earth ponies, Pinkie bouncing up and down as she met them.

"Ladies and gentlemen, meet my friends." Spyro said, stepping back. "Twilight Sparkle, Pinkie Pie, Applejack, Rarity, Rainbow Dash, and Fluttershy, the Mane Six."

Everyone was in stunned silence when they saw them, looking between each of the ponies, which Steve reached into his back pocket and got out the twenty dollar bill he owed Spyro, the prince smiling as he took it with satisfaction.

"Wow, this is so awesome!" Rainbow Dash said, zooming around the massive Flying Fortress. "Dude, this thing is beyond awesome. Cooler than your garage Spyro."

"Yeah, yeah." Spyro said, pocketing the money.

"I take back what I said." Natasha said, looking at them. "Nothing can top how strange this is."

"Told ya." Spyro said.

"Oh, oh, what does this do!?" Pinkie shouted, rushing to a nearby missile. Before she could touch it, Spyro used the force to pull her back and holding her in his arms, which she smiled and did a cute little face. "Oh Spyro, not in front of company."

Rolling his eyes, he dropped Pinkie, causing her to yelp when she landed on her flank, which everyone else was still processing what they were seeing.

"Girls, i like for you to meet Steve Rodger's, Bruce Banner, Natasha Romanoff, Phil Coulson, and Director Nick Fury." Spyro said.

"Welcome to the helicarrier." Director Fury said. "Spyro say's you'll be helping us on this."

"However we can sir." Twilight said.

"Good." The Director said. "If you'll follow me, we'll get you all settled in."

Everyone walked with her director into the Helicarrier, the girls drawing eyes as they walked into the vast Flying Fortress so they can get settle in and help out however they could. Somewhere else, Loki was sitting on the steps of his current hideout, watching as his men and hated enemies of SHIELD were working on rebuilding the machine that first brought him here, but he was tapping his spear into the ground, worry on his face as he looked up to the machine.

"A Keyblade." Loki said to himself. "Here, in Midgard? This complicates things. I need to hasten the plan before he ruins everything."

"My why so angry?" A woman's voice said.

Loki turned around to see Maleficent standing behind him, smiling down at him as their eyes met, the god of mischief standing up and raising his scepter to her.

"Who are you?" Loki asked. "How did you get in here?"

"Relax, we share a common enemy." Maleficent said. "The Keyblade bearer and his obnoxious little friends."

"So, you are an enemy of the one who holds the key." Loki said, lowering his weapon. "Guess that makes us allies."

"Indeed, and i have the perfect weapons for you." Maleficent said.

She waved her hand and almost immediately, multiple Shadows and Soldier Heartless appeared from the voids and from the ground, Loki looking at them in awe as he laughed.

"Marvelous." Loki said. "With these creatures, this world will be mine."

"Why stop at this world?" She asked. "When you could have so much more. I can give you the power you need in order to take over this entire universe. All I require in return is one simple thing."

"And that is?" Loki asked.

"Information." Maleficent answered, a dark smile appearing on her face. "Information on a certain set of stones. You might know them as... The Infinity Stones."