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Disclaimer: I do not own My Little Pony: Friendship is Magic, or any of the ideas or characters related to it. I do not own Marvel or any of its ideas or characters. I really wish I did though. I make no money from this writing. I really wish I did though.

My Little Pony: Friendship is Magic



    The cleansing rain fell in sheets onto the mountains separating northern Equestria from the Crystal Empire, a steady and heavy counterpoint to the claps of thunder echoing across the mountain range.

    Spike landed with a stumble and grunt onto a wide and barren plateau halfway up the central mountain, Mount Gigalith. His wings ached from flying against the wind for nearly two hours straight from Canterlot, but Spike pushed it aside and looked ahead to his goal. A dozen yards away from him, built into the very side of the mountain, stood a door that was large even by dragon standards. Spike had read much of it in his time; forged in dragonfire from a fallen star’s iron, engraved with runes of sealing and protection from a dozen different nations and creatures, enchanted to be invisible to anyone not actively seeking it.

    “Grogar’s Gate. The last entrance into the ancient gryphon kingdom of Tambelon.”

    Lightning flashed in response to Spike’s voice, but there came no thunder after. Spike frowned and with a muttered word conjured a dozen jewel eyes to float around him, watching all sides. Then he strode toward the massive door, growing from his pony-size to full dragon as he went.

    The metal was unbreakable, unbendable, immune to lightning and flame and water, ageless and without seem or crack. The makers were sure to make it impenetrable by anything trying to get in. Or out. So Spike forewent the vast array of spells and counter-spells he knew and with a simplicity he knew would have driven Twilight Sparkle crazy simply grabbed hold of the door at the edges and ripped it from the mountainside like a scab.

    “Ohhhh damn this is heavy. Heavy heavy heavy. Nnnh.” He turned and set the door down flat on the plateau, and then turned back to the fresh entrance into the mountain. A pitch-black wall of darkness greeted him, darkness untouched by light for millennia. To Spike, the darkness seemed almost a living, thinking thing, watching him. Considering him.

    “Well, here goes something.” Spike grit his teeth, breathed an everlasting flame to guide his way, and stepped into the darkness.

    Shadow swallowed him up.


    “We’re all ready here. The command is given. Sound the alarms and let them run around like feeble ants.”

    “Understand. All hail New Tambelon, and the glory of the flying races.”

    “Yeah yeah, all hail New Tambelon, and the glory of the flying races and all that jazz. Vulture out.”



    Galaxy woke up to the sound of alarms blaring in the air and a pounding on hers, Surprise’s, and Sweetie Belle’s door.

    “Up, everyone up! New Tambelon’s on the move!”

    That got everyone up. The three mares suited up and ran to the central command center fast as they could, past streams of ponies and diamond dogs running to their stations. The three found Princess Luna and Cameo already there waiting for them. A few seconds later Hawkeye and Lancer arrived, both in their full battle gear. Lir was the last to arrive at the central table, Galaxy noticing a sullen look in his eyes and a hesitation to his step.

    Princess Luna cleared her throat to get everyone’s attention. “We have received reports of some kind of disaster occurring in Cloudsdale. Everypony that goes near the rainbow factory grows deathly ill, and an unknown black fluid has been seen leaking from the rainbow factory clouds.”

    “Sounds somewhat like Dark Realm poisoning,” said Lir. “Continuous exposure to Dark Realm for several hours, at least. I’m thinking sabotage of the liquid rainbow. That can be used to create a Dark Realm substitute under the right conditions.”

    Luna nodded. “Indeed. Furthermore, prior intel gathered by Hawkeye has put Cloudsdale as a probable location for New Tambelon’s main base of operations, and today an anonymous tip reported seeing the supervillain Shocker in the area. This is no coincidence.”

    To Galaxy’s left, Sweetie Belle narrowed her eyes. “I don’t like this. A major incident in a suspected area perpetrated by two of our most-wanted the day after we capture their big boss. I don’t know, it feels like a trap to me.”

    Galaxy swung her chair around to face Sweetie Belle. “Thank you for stating what everypony’s thinking so succinctly, Belle. Top minds around the nation would have spent hours trying to crack this mystery without your vital input. Keep up the good work.”

    The tension around the table lessened somewhat. Chuckles ran around the table as Sweetie Belle turned to meet Galaxy’s stare. “Your sarcasm is duly noted and mildly appreciated. But as I was saying, this is obviously a trap, so we need to realize it may also be a distraction, to keep us away from some other attack or plan.”

    “If that’s the case,” said Hawkeye, drawing all attention to her, “they picked a good place for a trap. Me, Lancer, and Galaxy are the only members of the team who can get to Cloudsdale without a plane. Three against probable dozens are… ugly odds, at best.”

    Galaxy chuckled and stood up from her seat. “You’re right. You and Lancer can stay here, I have this handled.”

    Before Galaxy could take more than a step from her chair Lir was at her side, a hand on her shoulder and that sullen look she had noticed earlier heightened into anger. “The same way you had Shocker and Vulture handled in Manehatten, when my father died?”

    That hurt. Silence fell around the table as Galaxy slapped Lir’s hand away and glared up at him. Something burned in her chest, an anger she could neither explain nor focus on enough to try. All she knew was that she was angry, and the sight of Lir simply made her angrier. “No, not at all like Manehattan. More like how you had your little temper tantrum around Equestria was handled, only I won’t run away from everything once this is over.”

    “Galaxy!” shouted Sweetie Belle. Galaxy felt her tugging on her tail, trying to pull her away. “Shut up and stop being stupid!”

    “Why,” said Hawkeye all of a sudden, standing from her chair. “I think they both raise some excellent points about each other. I wouldn’t want to go out on a mission with either a half-breed mutt or a drunkard blank flank!”

    “Well that’s cute, coming from someone whose sole contribution is shooting literally the most primitive weapon at people!”

    “The only thing special about you is your damn suit, and anypony could wear one of those!”

    The heating argument ended with the boom of hammer hitting table, a discharge of power sending all around it staggering back a step. When Galaxy looked to the source, Lancer’s eyes met hers, furious and full of an electric power. “Enough! While we stand here arguing, innocent lives are in jeopardy! I was told there would be heroes and friends here, but I have yet to find a single one!”

    Whatever spell had been cast broke, leaving headaches all around. Galaxy groaned and then looked at Lir, but the sight of him no longer made her angry, only sad. Remorse for the last minute and everything said filled her.

    “I’m… I’m sorry,” she said. “Really sorry, to all of you. I don’t know what came over me….”

    Lir nodded to this, his eyes avoiding hers. “Same, same here. Though, I might have an idea….”

    “I do have an idea,” said Luna speaking up for the first time since the arguing began. Galaxy shuddered as the princess’s steely gaze swept across the table. She thought she could see a crack in that steel, something hidden within. Yet before she could ask Luna spoke again. “Lir and I shall handle whatever just happened here. Galaxy, Hawkeye, Lancer, Cameo, I want you to get to Cloudsdale and deal with the situation there. Whatever it takes, shut New Tambelon down. Am I understood?”

    Murmurs of assent went around the table. Calm, for the moment at least, had been restored. Galaxy added her voice to the others, and then turned and met eyes with Lancer. “Time to see what a big boy like you can do.”


    “We’re on our way. Be ready.”


    Cloudsdale was exactly as the Vulture wanted it; in chaos. Pegasi ran and flew around every which way in a panic as all around them their homes collapsed beneath the concentrated gunfire of New Tambelon’s gryphon soldiers. If they had been in less of a panic they would have noticed the attackers struck only around the perimeter of the cloud city, a sphere of danger keeping the citizenry from fleeing.

    Meanwhile, their inner cloud buildings burst forth gushers of Shocker’s black liquid rainbow, a corrupted rain that fast and heavy to the ground thousands of feet below. This alone was too much for the native pegasi to manage, but to the Vulture’s delight it would soon be getting even worse for them.

    “Come on you fools, hurry up!”

    More of the black liquid, a lake’s worth, waited within the sealed-up confines of the main rainbow factory, waited for the chance to flood out the world beyond. It was kept in check only by a small army of pegasi workers from the factory, beating their wings together to form a wall of wind. It was a desperation tactic that couldn’t last forever and they all knew it. There was no hope among any of them.

    The Vulture watched as Cloudsdale fell apart around him with sadistic glee. He, Shocker, and half a dozen heavily-armored gryphon guards were on their way to the center of Cloudsdale. The exact center, something the Vulture had made sure to calculate with extreme precision.

    “Chaos, anarchy, panic, lost lunches! Oh how I love love love this life we live! Hahahahahah! Watch the trembling little fools fly about in a panic! Ooh, here come some overachievers right now!”

    A squadron of Wonderbolts dove at the group from above and to the left. Shocker flipped upside down and blasted the Wonderbolts from the sky with two shots from his vibration gauntlets. He then flipped back over and glared at the Vulture. “I’d rather watch out for threats. Anyway, get a move on. You sure these new magic harvesters have enough range for the whole city, doc?” He motioned to the duffle bags two of the six guards were carrying in place of a weapon.

    “Of course,” said the Vulture. “I made them with my own two mechanical hands! They will turn this cloud city into a barren wasteland! The bodies will fall like rain! Hahah!”

    “Good.” Shocker swept a fore leg out in an arc. “Now then, you two go start setting this in place. You have your coordinates.”

    The two indicated gryphons nodded and peeled away from the group, each going in opposite directions. The Vulture watched them go for a few seconds, but then he and the rest arrived at their destination, a mere two clouds away from the ruined rainbow factory. He could hear the shouts as the workers fought to keep it under control, and laughed. This was too easy.

    Shocker blasted another squadron of Wonderbolts. “Hurry, Vulture. We’re short on time.”

    The Vulture kneeled down, unzipped his own duffle bag, took out the scepter-like magic harvester contained within, and stabbed it into the cloud. Thunder rumbled somewhere. At the sound of a child’s scream in the distance the pegasus looked up, his beaked helmet hiding the grin threatening to split his cheeks. “I love this. I could make sweet love to it, Hahahahahah. The only thing missing from this is a good old-fashioned villain song! Ohhhhh-”

    A free-floating puff of cloud to the right of the Vulture’s head exploded. Shocker glowered. “You start singing, you’re going to finish singing out of the hole in your chest. Understand?”

    The Vulture chuckled but stopped grinning. His robot claws twitched with nervousness as he resumed work on the magic harvester, inserting key cards and inputting activation codes. “I’ve been declared insane bby five different psychiatrists, but you scare the bejeezus out of me. Like, like bad caviar or something. I’ll just go back over here and get back to work so that I won’t die.”

    “Smart move.”

    Content that his burdensome partner was working, Shocker turned his attention to the world around them. The trap was set, the bait was placed, the magic harvesters were ready to activate, now all that was needed was the-

    What happened next Shocker swore was the start of a bad joke the Vulture would have told him.

    A bolt of lightning, an explosive-tipped arrow, and a repulsor beam speared through the cloud Shocker and the Vulture stood on. The attacks three of the four gryphon guards flying and Shocker readying his vibration gauntlets. “Prey.”

    More repulsor beams came, forcing Shocker and the Vulture to take flight to avoid them. Seconds later Lancer, Iron Mare, and the hippogryph Hawkeye rose into view from the clouds below, followed close by the familiar arrow head shape of a quinjet. Panels opened up beneath the wings of the aircraft and long-barreled rotary guns slid out.

    “Lancer,” said Iron Mare, motioning to the pegasus, “go deal with that rainbow problem. Hawkeye, Cameo, hang back and keep the New Tambelon thugs off my back. I have unfinished business with these two.”


    Loki paused in the middle of his mental chess game at the sound of the elevator to his level. He looked up and down the hallway to the elevator, smiling as the doors opened to reveal two familiar faces.

    “Good morning, Princess Luna, Lir,” he said as they left the elevator and started down the hall toward him. “At least, I think it’s morning. Anyway, no offense, but I’m getting rather tired of you two. Are there no other members of royalty willing to meet with me? Your sister, Princess Celestia? Princess Galaxy, surely?”

    “My sister and Princess Galaxy have better uses of their time than to visit a deranged dragon.”

    Luna stopped several feet from the door to the cell and glared at Loki through the glass. “What did you do earlier, up at the meeting table?”

    Loki put on an innocent smile, a smile that was all teeth. “Beg pardon?”

    Luna growled as she foresaw the whole attempted interrogation going this way. Before she could do anything she regretted however, Lir coughed and cleared his throat. “What my mother means is, what did you do to make us all hate each other? I’ve never born anyone so much ill will as I found myself feeling this morning. So, was it a spell, or some sort of poison in the air?”

    “My my, what an imagination your boy has, Luna. But really now, how could I have possibly done anything to anyone while locked up in this magic-resistant cell, restrained by these magic-nullifying chains?”

    Lir looked at Luna. “It does seem… problematic for him to have actually done something.”

    Loki leaned toward the glass, his gold eyes meeting Luna’s blue. “Perhaps you need to ask yourself if you truly chose well the members of your cute little team. And what do you have, really? An egomaniac princess, an anachronistic pegasus warrior, a vampire who already lost all her friends and family once before, two half-breed mongrels with dark pasts, and a guilt-ridden child playing hero. How desperate are you, to call upon such lost creatures?”

    “How desperate am I?” Luna motioned for the guards to leave, and then began to walk closer to the cell door. “You kill my husband, you harness a weapon nobody should have, you threaten the dignity of other races with your talk of flying superiority, you talk of peace but you kill because it’s fun. You have made me very desperate. You may not be glad that you did.”

    “Maybe. Maybe not. We’ll have to wait and see, won’t we?”

    Luna narrowed her eyes. “It seems we will.” Then she turned away from Loki’s cell, motioned for the guards to come back, and started back for the elevator.

    Lir hurried after her, squeezing past the guards as they resumed their positions by the cell. “That would have seemed rather pointless, if I wasn’t paying attention. At least, I think what just happened did happen.”

    Despite the mounting situation, Luna allowed herself a smile. “Okay, my little genius. Explain to me what happened just now.”

    Lir took a moment to respond as the doors opened and they stepped into the elevator. From where Luna stood beside Lir she could see the blush in his cheeks. “Well, we know Loki’s game now. He wants to tear apart this team you’re trying to put together. Make us enemies before the bonds of friendship can form. And without those bonds….”


    Lir sighed. “We’re not a team. We’re a time bomb.”

    Luna nodded, feeling as sad as Lir sounded. “It’s true. I believe, well, I hope that you, and Sweetie Belle, might be able to bring back the lessons you learned from Twilight Sparkle and the other Elements of Harmony. Loki called you lost creatures, but I know probably better than anyone else that lost things can be found again.”

    Lir hung his head, his starry mane moving to hide his eyes horn. “I know that. I understand what you and Aunt Celestia are trying to do. I’ve counted. But I personally don’t see anyone in this group matching-”

    The elevator slowed to a stop and the doors opened to reveal Agent Daisy. The pink and yellow earth pony eeped and took a step back. “Oh! Um, Princess, sorry to get in your way.”

    “Not at all,” said Luna, smiling at the timid mare and stepping out of the elevator with Lir. “Our next destination is on this floor anyway. But tell me, where are you off to?”

    “I’m looking for Miss Surprise,” replied Daisy as she got into the elevator. “Miss Belle and I are going to help her make a better outfit with the armory automated systems. But, um I can’t seem to find Miss Surprise anywhere….”

    Luna and Lir shared a look. “Mom, would she-”

    “Yes. Yes she would.”

    Daisy blanched. “Oh my.”


    It was a very hard task for Lancer to fly away from the sounds of battle, but as the quaking, rumbling rainbow factory came into view he knew there was a more important task at hoof there. He landed on the cloud beside the building and strode toward the five-pony tall ring of pegasi around the building, keeping up a constant gale to keep the cloud walls from caving out. After a second of searching he found the apparent leader of the pegasus workers, a sea foam-green stallion in a hard hat.

    “Back away, civilians. I shall handle this.”

    The other pegasus looked at him as if he was crazy. “Who the hay are you and why should I listen to you? What’s going on here? Where’s the royal guard? Is that Iron Mare over there?”

    “In order, my name is Lancer and I have been sent here by Princess Luna to help, this is a terrorist attack by the leaders of New Tambelon for unknown purposes, the royal guard is protecting the earth from the geysers of black rainbow that escape, and that is indeed Iron Mare over there, busy fighting for your lives. Now stand aside and let me handle this!”

    The stallion snorted in a mix of disdain and exhaustion, wings beating a furious but faltering pace. “Not gonna refuse ya, but a fat lot of help you could be. I need an army to help my crew, not one pony… in a… cape!”

    “Hm.” While the stallion had been talking, Lancer had spent his time gauging the relative wing power and lasting strength of the remaining fifteen pegasus workers. “Hm. Well I can do something better than a whole army of workers.”

    “Yeah? And, gasp, what’s that?”

    Lancer grinned and readied Mjolnir. “A tornado.”


    Galaxy had never fought a battle in Cloudsdale or any other cloud-based city before this battle, a fact she had never much reflected on. So she felt stupid when the surroundings buildings gave no protection from the gunfire and missiles her New Tambelon opponents fired at her. They ripped through the clouds like so much tissue paper, forcing Galaxy onto the defensive, dodging and weaving for her live. She found this… frustrating.

    “Why missiles why missiles why missiles Faust above why heat-seeking missiles!”

    Galaxy’s ears rang as proximity and warning alarms blared inside her helmet, tracking the five heat-seeking missiles locked onto her. She didn’t want to dwell on it but they were slowly but clearly closing the gap. It was easy. She dodged around clouds while the missiles smashed right through them and kept going.

    “Ultron! Shut off those alarms before I lose my hearing!”

    The alarms shut off. [This is only a temporary respite before your inevitable and painful destruction. I calculate 43.5 seconds before missile impact. Turning to shoot them down with repulsors will slow you down, resulting in at least one missile reaching you.]

    Galaxy growled and activated her suit’s emergency reserves. “You’re just a wealth of good news! Shut up while I look for a solution!”

    [Sorry,] responded the computer-bound A.I. “Perhaps you could make use of Cloudsdale’s unique features. Specifically, its economic infrastructure.]

    Galaxy could have screamed. “I thought I programmed you stupid chess program to speak Equest-wait, that’s it! Ultron, pull up a map of Cloudsdale!”

    [Already have. Cloudsdale’s weather factory complex is one hundred and thirty-seven yards to your right and five hundred yards up.]

    Galaxy swerved right, narrowly dodging around Hawkeye and Shocker locked in combat and putting on another burst of speed. She could hear her armor’s framework screeching in protest from the g-forces but ignored that too. She tilted up and saw the nearing bank of clouds that was the Cloudsdale weather factory.

    [Twenty seconds to missile impact.]

    “Please have snow please have snow please have snow.”

    [Fifteen seconds to missile impact.]

    “Shut up, Ultron!”

    [Ten seconds to missile-]

    “COME ON!”

    [F-five seconnnn….]


    Galaxy crashed into and through the weather factory’s cloud floor, the sudden wall of cold air sending her spinning head over hooves, vision going white as she smashed through vat after vat of pure, fresh-spun snow. Galaxy immediately heard her armor’s metal creak from the strain of going from so hot to so cold so fast. She was going to need a new Iron Mare suit after this.

    Just as she felt the cold seep through her armor into her body, Galaxy cut all power to her repulsors and extraneous systems. Gravity took over and she dropped like an ice-covered rock, a sense of weightlessness overcoming her. She watched with satisfaction as the five missiles, no longer having anything to lock on to, hit and exploded harmlessly within the weather factory clouds.

    “Well that’s nice. Note to self, build an armor that emits no heat.” Galaxy let herself fall for a few more seconds before orienting herself to face down. “Okay Ultron, turn everything back on.”

    There was no response from Ultron, and nothing, most worrisome of all the repulsors, reactivated.

    Galaxy swallowed her unease and tried again. “Ultron, activate… oh this isn’t good.”

    The personal radio Galaxy kept in her ear squawked to life with Cameo’s voice. “Iron Mare, what are you doing? Start flying!”

    “I can’t!” Galaxy couldn’t keep her growing fear out of her voice. “Main systems not working! Gah, stupid icing problem!”

    Cameo let loose a swear Galaxy never would have expected from a stallion like him. “Hang on, we’re coming!”


    The wind battered at Lancer as he flew above Cloudsdale, ascending past the highest of the carnage that engulfed the city. At his side Mjolnir sang to him, calling to him to use its power the same as it always did, ever since he was a child. For so long he had thought the hammer’s use was only in battle, but that day he would use it for a task far greater.

    A gryphon screeched toward Lancer from the right, a mace raised to strike him. Lancer batted the enemy away with a single swing of his hammer, barely thinking about it as he continued to fly up, up, up until he was nearly half a mile going straight up above the rainbow factory. From there he could see everything he needed to.

    Weather control, particularly the creation of storms, was more often than not an exact science. Usually it required a delicate touch, years of experience, and the attention to detail of dozens or hundreds of pegasi. And even then, no tornado could last for long before the pegasi generating it exhausted themselves.

    “Not me.”

    Lancer raised Mjolnir, attached to his right fore hoof by an unbreakable magnetic grip, above his head and began to spin it around like he was readying to toss it. Immediately a wind picked up.

    Lancer knew calling his control of weather and the elements a mere gift was the definition of understatement. The lightning, the wind, the rain and snow, it was all part of him, as natural as eyesight or hearing. And with Mjolnir, the hammer found with him when he was a foal in the fields, his power reached alicorn levels. No, he thought, stronger.

    “Now is the time to hold nothing back!”

    He spun the hammer faster, the metal head whistling through the air as it became a blur. Lightning shot from the hammer as its power was called forth. All around Lancer the wind grew stronger. It whipped at his mane and tail and cape. Lancer grit his teeth and called on more power. The storm clouds formed, dark and angry, lightning flaring and thunder rolling.

    Far below, Lancer saw the corrupted liquid rainbow held within the open-topped rainbow factory begin rising.


    “I’m still falliiiinnnnnggggggg!”

    Galaxy had just begun to wonder where Hawkeye and the supervillains were when she heard the sound of jet engines closing in behind her. The Quinjet!

    “Oh right! Yes!”

    Galaxy twisted around onto her back to look, right in time for a sticky white gunk to splatter the front of her helmet.

    “Ugh! What the hay is thi-”

    The webbing pulled taut like a bungee cord. Galaxy let out an eep as she slowed to a near-stop, and then screamed as she was flew back up, limbs flailing in every direction. In flashes she saw Surprise standing in the lowered door at the bottom of the Quinjet, reeling her in like a prize catch.

    Seconds later Galaxy found herself being set down on the Quinjet floor, Surprise using a ball of webbing to hit the hatch close button. “Cameo, I’ve got her! Let’s go!”

    “On it!” Up at the front of the craft Cameo pulled back on the wheel, angling the Quinjet back up to Cloudsdale.

    As he did this Surprise knelt down beside Galaxy’s prone body and removed the webbing covering her helmet, and then took off the helmet itself. Galaxy squinted at having her full vision restored as Surprise looked her over. “Are you okay? Is everything working now? What do I need to do to get your repulsors online?”

    Galaxy exploded. “What the hay are you doing here, Surprise?”

    Surprise backed away a step as Galaxy staggered to her hooves. “The Vulture’s, er, my villain. I just-”

    Galaxy would have none of it. She grabbed the earth pony by the scruff of her neck and threw her into the cockpit area with Cameo. “This is no place for an earth pony like you! You could have slipped and fallen, or a missile like the kind chasing me could have blown up this jet, or Shocker could have taken it out, or, or, gah! It’s not safe for a low-level like you!”

    Surprise slumped down into one of the seats lining the aircraft’s walls like a scolded child. As far as Galaxy was concerned, that was what she was. Galaxy marched back over to where her helmet lay, put it back on, hit the button to lower the hatch, and then as it lowered looked back at Surprise. “I want you to stay right there while Lancer and I finish this. Don’t move a musc-”

    “Behind you!”

    Galaxy turned and barely managed to block the Vulture’s bladed wing before it beheaded her. Before Galaxy could do more however pain blossomed in her gut as the mechanized pegasus buried his sickle-like talons deep into her.

    “Well well well, my two favorite mares in the whole world! Finally, revenge shall be mine! Hahahaha-”

    Surprise moved faster than Galaxy ever expected. The first shot of webbing covered the Vulture’s helmet, blinding him. The second smacked his bladed hoof away from Galaxy. The third shot of webbing snagged the tip of the Vulture’s left wing. Then, as Galaxy shouted at her to stop, Surprise leaped over the pair, hooves holding tight to the web line to the Vulture’s wing as she fell out past the lowered ramp into open sky. The Vulture had a moment to squeal before getting dragged out with her.


    Galaxy gave no thought, no pause to wonder if her repulsors would work or not. She just ran, leaping out of the Quinjet to plunge head-first into the sky beyond.

    At once the vertigo and feeling of oncoming death hit Galaxy, hit her as hard as the onrushing wind. Galaxy fought through it and once again turned her repulsors to full power. Far below her she saw Surprise and the Vulture fighting in mid-air, and even farther down the all-too-solid ground. She watched as they went at each other like wild animals, kicking, punching, headbutting, heedless that they were plummeting to their deaths. Every time the Vulture attempted to fly away, Surprise pulled him back to her with a web line.

    Then it happened. A resounding crack rang through the air as Surprise and the Vulture at the same moment delivered what looked like staggering double-hoofed blows to each other’s heads, the sickening sound echoing all the way back up to Galaxy. She gasped as the two combatants went limp.


    Something broke inside Galaxy. More magic than she had ever known before flowed through her, supercharging every sense and restoring her armor’s energy levels to beyond maximum level. Her thoughts raced and her heart hammered in her chest as the air became visible around her, tightening into a cone.

    [P-p-p-p-po-power le-le-levels at four h-hu-hundred percent ca-ca-ca-capacity.]

    Galaxy’s already damaged faceplate fell apart and blew away, followed soon after by the rest of her helmet. Galaxy felt her mane stream behind her and opened her mouth in a silent scream, the sound ripped from her mouth by the rushing wind. She went faster and faster. The ground loomed ahead of her. Her fallen comrade grew closer, almost within reach. Faster, faster. Galaxy’s mind screamed at her to pull up, that this was insane, that Surprise was going to crash and die and she would too if she didn’t pull up immediately. Galaxy pushed that all away and pushed herself harder… harder… the air cone tightening around her….

    And then she broke through. Galaxy didn’t see the multicolored explosion behind her, but she felt it with every sense in her body, bringing everything to a crystal-clear clarity. With a shout of triumph she grabbed Surprise and the Vulture from their fall, her armor protesting as she banked to run even with the ground mere feet from crashing into it. The hundred yards of grassy field flew by under her in a blur, and then she banked again and flew back up toward Cloudsdale.

    Only then did Galaxy see the result of her sonic boom. A wave of multicolored light expanded through the air in every direction. She saw red, orange, pink, white; the colors of her mane.


    As Galaxy continued to rise, Surprise and the Vulture unconscious on her back, she saw something else, above the rainbow; a funnel of inky black rising from the cloud factory.



    Lancer’s swinging fore leg hurt. His chest ached as he fought for every breath. His eyes watered as dust and ash blew into them. But as the wind whipped around him and tore at him, near-blinding him, more than anything else Lancer felt afraid. Day had turned to night for him as the black rainbow tornado rose up around him, whipped into a writhing, frothing frenzy by his power. He thought he heard screams in the darkness.

    His earpiece buzzed and Cameo’s voice came over it. “Lancer, the Vulture has been captured and Hawkeye reported in saying she’s en-route with Shocker. All magic harvesters have been stopped. It’s up to you to finish this.”

    “Understood. This evil rainbow shall not be used to hurt anyone!”

    Mjolnir reacted to Lancer’s thoughts and shot a bolt of blinding-white lightning into the sky. The sky answered by sending down its own lightning, dozens of bolts striking and absorbing into Mjolnir until the hammer’s head shone bright as the sun. Lancer squinted to protect his eyes and called on more lightning. Enough, he hoped, to reduce the entire dark rainbow tornado to nothing.

    That was when the face appeared in the swirling blackness. Lancer’s eyes widened and he nearly lost his grip on Mjolnir as two red orbs focused on him. Parts of the darkness beneath the red eyes solidified into a jawline, developing further into countless shark-like teeth, each one as big as Lancer. The thing was snarling at him. “You puny thing presume to hamper my return? You dare to stand in my way?”

    “Grogar….” Lancer’s eyes narrowed. “I do not presume, foul beast. I do!”

    Lancer shouted and threw his lightning-charged hammer at the face in the darkness. It struck and the whole tornado trembled as lightning coursed through it, the face grimacing in pain before fading away. The fear lifted from Lancer’s heart as he watched flames spread from Mjolnir’s point of impact, consuming black liquid rainbow with white-hot fire. It was only a matter of seconds before the whole tornado was gone.

    Lancer recalled Mjolnir to him and then stayed floating in place for several seconds, eyes closed as he caught his breath. Far below he could hear the distant cheers of the pegasi workers. Closer, and drawing nearer every second, was the sound of engines. He opened his eyes and turned to see the Quinjet pulling to a stop beside him, hovering in place as the boarding ramp lowered. Hawkeye waited for him there, a bound and unconscious Shocker beside her on the ramp.

    “So, that was fun. Where’s our next date going to be?”

    Lancer laughed and then joined Hawkeye, Galaxy, and Surprise in the Quinjet. He could use a rest, and he knew the cleanup of Cloudsdale wouldn’t be a rest.

    “Mission accomplished, my friends.”

    Hawkeye smiled beside him. “Yeah. Mission accomplished.”


    Spike was pleased. Whether through some higher power guiding him or an instinct ingrained in him from decades working with Twilight, it only took him a few bare hours to stumble upon the object of his search deep in the Tambelon catacombs: the library.

    “Well, like they say, never look a gift hor-… never mind.”

    The library was a high-ceilinged, dusty tomb, every wall covered in shelves housing dusty tomes of forgotten lore. Spike shot a flame to light the candles along the walls and hanging from the ceiling, and then shrank himself to gryphon size to walk through the towering aisles. From his admittedly rough estimation the library was at least the size of a hoofball field, a tall order for one dragon, so he conjured more of the crystal eyes to go search every row, every room for the one book out of tens and hundreds of thousands he needed.

    There was silence in the library as Spike found the reading area. The wooden tables had long-since rotted away, which made Spike curious about how the books and scrolls were still in such good condition. He couldn’t feel any spells or residual magic on them.

    “Ancient gryphon magic must be stranger than I suspected.” Spike turned down another aisle and spotted one of his eyes racing toward him. “It’s a shame there were no immortals among them like dragons or ponies. I would have liked to talk to one. What is it, little eye? What have you found?”

    The gem eye blinked, and then it wasn’t a gem eye but a large and horribly dusty leather-bound book. Spike barely kept himself from sneezing as he grabbed the book from the air. The text on the front was clear and easy to read, as Spike had studied his Ancient Gryphon extensively.

    “Gryphon Prophecies: Everything You Always Wanted to Know About the Future but Were Afraid to Ask. Hm, that’s a little on the nose, there.” Spike called his gem eyes back to him, set them guard around him, and then opened the book to start reading.

    Hours passed in that forest of the dead before Spike found something useful. “Aha, here we go. Third Dynasty, family of seers found dead in their home, final prophecy scratched into the bare rock by their talons. The final prophecy killed them. Wow, that’s… not good.”

    Spike flipped the page to the prophecy itself. “Let’s see… the Beast spoke flame, saying these words. The father dies and the son returns, the bottomless hole fills with its own food, and the final doomed star falls. Then shall return the… oh wow that’s a lot… um… Hater Devourer Usurper Beast Monster Corrupter Torturer Master King Eater Enslaver Egg-smasher Burner Killer Shadow.”

    Spike blinked. “Well that doesn’t sound good. Wait, father dies and son returns… that must mean Oren and Lir. And final doomed star… doomed star… wait, doom. Doom! Of course! I need-”

    One of his gem eyes behind him blared an alarm. Spike whirled around and immediately saw the problem. The lights were going out in the library and a wall of shadow was surging down the aisle toward him.

    “Well, there’s one shadow counted. Horseapples!”

    Spike flamed himself out of Tambelon faster than he could say chimicherrychanga. The princesses needed to be alerted, and soon.


And now, the story of young Sombra continues.


    Sombra earned his cutie mark one Summer Sun Celebration, two years into his apprenticeship under Princess Luna. Ponies had come from all across Equestria and its neighboring lands to give glory to the sun princess. To entertain them, Celestia ordered for a host of jugglers and clowns, knights for jousting and armed combat, and wizards and magicians of all levels to compete for the crowd’s amusement.

    An arena was set up at the foot of Canterlot Mountain, with stands to sit the thousands. In here the entertainment ran on for three days, the gathering too large to stay within the one longest day of the year.

    On the morning of the fourth day, Sombra looked from his room in the castle, watched the crowds far below, and decided he wanted to make a name for himself and honor his princesses. He didn’t know any advanced magic spells or special tricks. The only thing he could do so far at all was levitation spells. But, he did know of a weird amulet Luna kept locked away in her room, and he had always been a good thief.

    “That will have to do,” said young Sombra, and then he grabbed his black bedspread to use as a magician’s cloak and ran out from his room.

    Down at the foot of the mountain, a jousting tourney took place between two knights from the newly-emerging Crystal Empire. Their prowess was unmatched by any of the knights of Equestria, and in her special box seat in the stands Princess Celestia decided to cordially invite the Empire into an alliance.

    But then, as the two crystal knights readied themselves for a final charge, a burst of red magic at the center of the field sent them and much of the audience staggering back. A figure Celestia did not know, hidden in a dark robe, stood there and turned in circles, looking around at everything. Before Celestia could manage more than a startled “Who are you”, the figure turned to look up at her with blazing red eyes.

    “Watch me, Princess!”

    Bolts of red magic shot from the figure’s hood and stabbed into the earth below. For seconds nothing happened and some scattered laugher rose from the crowd in the arena. But then the earth shook. Chunks of black crystal the size of buildings erupted from the ground, surrounded in red magic connecting to the hooded figure. Through thousands of pounds of dirt and rock he had lifted the gems in the crystal mines beneath Canterlot!

    Celestia leapt from her seat and landed in front of the hooded figure, her horn lit up with all the power of the sun. “STOP THIS EVIL, FOUL VILLAIN! LEAVE THE COMMONERS ALONE AND FACE THINE PRINCESS OF THE SUN!”

    The hooded figure staggered away from the force of Celestia’s voice. The magic stopped, sending the crystals back to the ground with a quake that rocked the whole arena. With trembling hooves he removed his hood. It was Sombra. “But, but I only wanted to take part in the festival and make your highness proud….”

    Celestia looked down at the whimpering colt, and then farther down to the Alicorn Amulet around his neck. The shock was written clear on her face. No corruption at all, beyond a child’s thoughtless need to please.

    That night Sombra sat on his bed in his room and listened to Celestia and Luna argue down the hall. Beside him rested a shard of crystal from earlier that day, something he had taken for his own for a reason he couldn’t explain. Shame filled him from horn to hoof. So much the child swore never to use magic again.

    The arguing stopped. Sombra looked up as his door opened. There stood Princess Luna in the doorway, a frown on her face and her eyes filled with sadness. “Our dear student….”

    “I’m sorry… I only wanted to make you proud….”

    Luna crossed the room and sat down on the bed next Sombra, the crystal between them. “Equestrian nobles are calling for your head for causing such a commotion. The dragons demand you and the amulet to farm gemstones for them in slavery. A sorcerer from Tambelon wants you for himself. The two knights from the Crystal Empire that you almost killed…” Sombra braced himself for more terrible news “… want to take you back with them to become a knight of the Crystal Empire.”

    Sombra nearly fell from his bed. “Wh-what?”

    Luna reached down and caressed the crystal shard. “They believe you have a natural affinity for crystals, and would make a fine addition to the empire. You could rise to a position of great importance and power, and… you would be safe there, from any ponies that might want to harm you.”

    “But, but then I will be away from you! I won’t be your student anymore!”

    Luna, affection rising within her, moved from caressing them crystal to Sombra’ cheek. “We are… I am, the princess of the night. I will visit you in your dreams, and teach you there. You will become a spellsword, my most cherished unicorn.”
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“Understood. This evil rainbow shall not be used to hurt anyone!”

Okay, I must say that just might be the single cheesiest line I've ever read.

I have this one rated a little higher then the last because we've finally started to drift away from the movie. We're becoming more original and expanding on the universe with the scenes with Spike. Good work there.

I do wonder, is Spike you're Ant-Man? What with the size changes.

Also, what ever happened to Cadence? Shouldn't she be immortal, since she's an alicorn. And also, if Twilight does become one in the season finale, would you chance your story to take that into account?

But that's not important right now, time for a more proper review:

Galaxy: The sonic rainboom thing was awesome and I love the idea that she created Ultron. Knowing the Marvel Universe that's certainly going to come back and bite her in the flank.

Lancer: He's cool. I kinda wish we saw more of him, but oh well.

Hawkeye: God I love this girl. I kinda wish we had entire story dedicated to her. She just rocks.

Surprise: Again, I kinda wish we had more of her, but I guess you're trying to sort things out with the main story before moving on to individual.

Lir: This guy is so damn nice. But I'm kinda waiting to see him snap. You know why.

However, I do feel Loki is being underused in favor of Shocker and Vulture who are fun but nowhere near as awesome as Loki.

And is that giant evil cloud of doom our Thanos? COOL.


So yeah, good work my friend. Kinda wish we had some more character interaction, but I'll take a good action sequence any day and twice on Sunday.
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2 out of 2 deviants thought this was fair.

Vision: While I'm not sure myself if Loki did something to get them to hate one another, I do know that a reasonably successful mission like this is the tonic that they need. Also, I have a fair idea that you're heading somewhere with this look at Sombra's past.

Originality: Having the heroes bicker like Avengers or members of the FF is a nice way of melding the mythology of Mighty Marvel into the mix. While it's true that Twilight and the others didn't always get along, the strained friendships we see here will make victory all the sweeter.

Technique: While I don't usually associate Cloudsdale with super-hero fights, the description of the battle (as well as the stakes) helped sell the idea.

Impact: While it's nice to see a victory, it seems that the business with Sombra and whatever Spike found will certainly affect things.
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pj202718 Featured By Owner Jan 26, 2013
Hmmm....Having seen the ending of today's exercise in yanking the dragon's chain, I wonder if you're going to include a scene in which Spike talks about how he used to waste a lot of effort getting less than zero reward in an upcoming chapter.
Solaris90 Featured By Owner Jan 26, 2013  Hobbyist Writer
Haven't seen the new ep yet, sorry.
pj202718 Featured By Owner Jan 27, 2013
You'll love it. It's terrible. Ouch.
Solaris90 Featured By Owner Jan 27, 2013  Hobbyist Writer
D: I don't want to hear that!
pj202718 Featured By Owner Jan 28, 2013
Too bad that Python isn't more well known. We could have a pony in armor hitting people with a rubber chicken when they say something stupid.
Solaris90 Featured By Owner Jan 28, 2013  Hobbyist Writer
pj202718 Featured By Owner Jan 24, 2013
Why do I feel as if the story of Sombra is the key to the whole story?
Solaris90 Featured By Owner Jan 24, 2013  Hobbyist Writer
I must be including it for some reason.
pj202718 Featured By Owner Jan 24, 2013
I just hope it doesn't involve Doom's little collection.
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