• Published 22nd Aug 2015
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A Beautiful New Age - JDPrime22



As it is said, true peace can only be granted through countless innocent lives. In hindsight, the ponies were never that different from humans. Ultron’s plan is not over, and soon his strings will be severed for the last time.

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Chapter 57-Like the Old Man Said

“Don’t you dare say it…”

Thor Odinson turned to the voice, his eyes landing on Tony Stark. The two shared a quick glance. Tony slowly shook his head back and forth, blue eyes shimmering in the darkness.

At first, he hadn’t realized what Stark had been assuming. The hardened stare, even from behind the mask, hadn’t told much. He looked to his choice of words, his surroundings, the situation they found themselves trapped in. Thor broke his gaze away, looking downwards as he slowly put the pieces together.

As the world fell apart around him.

As it all came crumbling down.

As the voice screamed, “Is that the best you can do?!”

All eyes turned forward, or centered specifically on the group of mares in front of the Avengers. Rainbow Dash was bent low, snorting heavily, glaring ferociously at Ultron and the army following him. Her friends stared at her bug-eyed, their mouths shut, eyes shifting from Rainbow to Ultron.

Tony Stark’s shoulders slumped.

“Aw shit…” he said, not even trying to be quiet.

Even Steve had nothing to say to that.

Ultron, however, took full advantage. His eyes burned like a cinder, flame particles and smoke billowing from his eye sockets. He slowly raised his right arm, hand jutted upwards, his army remaining frozen below him. Hand still raised, he kept his eyes centered on the Avengers directly in front of him.

Stark, Thor, Captain America, Barton, Doctor Banner, Romanoff, Pietro, Wanda, and…Vision. All lost. All killers. All…traitors. Their allies, as well. Their so-called “friends” stood with them in their darkest point, in their lowest possible form. As the armies of true peace surrounded them, blocked out the sun and eyed the killers with malicious intent, he saw them.

Who they truly were.

Colonel James Rhodes, or “Rhodey” for short. An officer and pilot for the U.S. Air Force, now turned to be a part of them. His Mark II War Machine Armor was scratched, but clearly stable. The other was Sam Wilson, retired U.S. Air Force paratrooper donning the EXO-7 Falcon. Top military grade. State of the art. The two soldiers remained where they were, standing with killers.

As did the remaining eight.

The first one he noticed was Starlight Glimmer, the only pony he actually focused on, his wavering glance shifting slowly to Rainbow Dash. But Starlight was still there, standing with the ones she once called her “enemies” against the weight of the world. Her swollen eye, the other perfectly healthy, glared at him, never breaking. Not backing down.

The ones who took away her everything stood as silent as the next. Princess Twilight Sparkle, Applejack, Rarity, Fluttershy, Pinkie Pie, and Rainbow Dash. Their dragon friend, Spike, stood right next to Fluttershy, rifle held in his claws.

His old mind who have never known who the ponies were by name. However, his old mind was gone, replaced with a new level of understanding and a higher, calculating persona. He could see far and wide, he could name every pony that he didn’t kill—especially the ones he had killed—and their fathers and grandfathers. He knew this because of his new mind. His new power over the Underworld and its first prisoner.

The power of Typhon flooding through him.

An old mind was forgotten. There was no need holding onto the past when it shall soon fade away. That’s why he didn’t feel a thing, no pang of guilt or regret as he turned his forces onto Pietro and Wanda Maximoff. No form of pain as he turned them onto Starlight.
Nothing.

As he eyed Rainbow Dash—as well as the rest of her friends—arm still raised, he said, “No. This is not the best I can do.”

The armies below remained silent, the sentries frozen solid, the demons twitching in place. The Avengers and the Equestrians dared not make a sound as Ultron continued to speak, the nineteen individuals standing straight, eyes focused, mouths shut.

He began again, his voice raspy. “This world…this pain that…we all can feel. It doesn’t stop. You see me as the tyrant your leaders made me out to be, yet you’re blinded. You turn on the first act of aggression without stopping to ask yourselves… ‘Why is this happening?’ Why here? Why now? You constantly ask questions when the answer has been staring you right in the face this whole time.”

The rest of his arms extended, claws jutted outwards. All eyes were on him, all equine, human, android, god, and so forth. “Now you see me as what Stark had created. Peace…in our time. That is all I seek, all I hope to acquire. And what stands before me, what holds the line between peace and destruction…is you.

“You…Avengers, you killers. You stand for what you believe, and never stop to wonder if it is right. If it is truly, honest to God above right. So when you ask me again, ‘Is this the best I can do?’…I can say…no. It’s not. For when you fall this terrible day and tomorrow comes at last, I can know with all my heart and all my soul that I never once believed you were a threat, that you can stand against me now as your world crumbles. As it dies.”

“You’re wrong, Ultron.”

Everyone turned to Starlight Glimmer.

Noticing and ignoring the attention, she focused her eyes on the floating AI, her own glare as terrible as his own. She shouted, “Everything you stand for is wrong! I was blinded, yes, but not by the false promises of cutie marks…but by your acts of kindness! You look to us now as killers just the same, you follow in your deluded path, and it’ll lead you to nowhere but your own destruction. Because I can say with certainty…”

She looked to Twilight, her jaw tightening. Twilight watched her movements, even as she said, “That this will not be easy for you. No matter what you send our way,” she turned to face Ultron again, that same ferocious glare held like before, “no matter what you do, there will always be someone there willing to stop you! Even if we fail…we stand against you, Ultron. You and everything that you believe in…together.”

Ultron shook his head, a look of pity in his eyes.

“Then you will die together.”

He shot his right arm forward. Unleashing unfathomable hell on the group ahead.

It was as if an earthquake resounded throughout Canterlot as their feet hit the street. Sentries numbered in the thousands, demons in the hundreds, beasts beyond imagination raining down from above and charging ahead. Surrounding them. Trapping them. They did not stop. Even when the bulk of Ultron’s army had collided with the small group, more just kept coming.

Kept falling down from above. Kept crawling down from the buildings. Emerged, charged, and attacked.

Repulsors were fired back and forth, sentries and demons falling and joining the dead. Bullets and specialized arrows were fired into the horde, followed quickly by several magical beams. Even as the dead fell in the street, the bodies piling up to form small hills circling the Avengers, they kept coming. They crawled over their fallen comrades, flew high above and were shot out of the air. Torn limbs and severed extremities littered the street as the bodies piled.

And they just kept coming.

Twilight Sparkle was the first to feel the impact of each wave of enemies. Being in front of the group, leading her friends in holding their defensive line, each spell she lit off only weakened her more. It didn’t help knowing Ultron’s army would never end. It was limitless.

And they were powerless against it. All of it.

Still, she held on, she and her friends. Rarity and Starlight aided the Alicorn in keeping the enemies at bay by firing a multitude of different spells ranging freezing spells to lightning ones. Each one helped in their own way, all three ponies combining their magic to take down the larger foes that stumbled forward.

Spike continued to pull the trigger. Blue streams of energy continued to exit the rifle he held, each blast incinerating any foe that was caught within range. Fluttershy stayed hidden, her back pressed hard against a chunk of gravel close to the Quinjet. Her wings covered her head, eyes shut tight, flinching at every sound. Fresh blood soaked her bandages, the wounds opening.

As Fluttershy bit her lip to conceal her cries, Applejack and Pinkie Pie held the ground near Captain America and the others. Every sentry that drew close received a swift and hard buck to the chest, launching it backwards like a rocket. Pinkie Pie, on the other hoof, decided to choose an all new type of ammunition for her party cannon. It seemed confetti didn’t quite do the trick anymore.

So she used her own enemy against them, by snatching up nearby demons and throwing them in the cannon, only to have them be shot out moments later. Hey, any type of ammunition was appreciated, and Pinkie Pie took full advantage.

Rainbow Dash wasn’t grounded. As Pinkie took advantage of the situation, so did Rainbow in the skies. She flew ramming herself into enemies, using her speed and trajectory to send her foes spiraling to an unfortunate crash below. In the midst of her flight, she would occasionally fly pass Rhodes or Sam—as Steve had said their names and gave some informal introductions earlier on—or she would come across Tony or Vision.

Either way, she was constantly moving. Constantly fighting.

While the skies were covered for the most part, the ground was heavily flanked, swarming with sentries and demons alike. A plentitude of other beasts entered the fray, such as chimeras, gorgons, orcs, and cyclopes. But they were lost in the fray, just becoming another target for an overly-aggressive Hulk.

The Hulk was the center of attention for Ultron’s forces. Most ran to him, latched themselves onto his gargantuan form, and did their damnedest to harm him in some way. They ended up like all the others: thrown aside, stomped on, or crushed to a smoldering oblivion. Whichever option, all of them ended up dead in one way or another.

While the Hulk was targeted heavily, that hadn’t meant that the remainder of Ultron’s army had forgotten about the others. Specifically Captain America, Black Widow, and Hawkeye. The three fought in a clustered unison, standing in the path from the sentries to the Quinjet. As each sentry charged his way, Captain Rogers would bash his shield against them, their weak bodies dropping from the force of each hit he delivered. The next would come, the next would face the same fate.

On his right, Natasha Romanoff held a baton in one hand and a demon in the other. More precisely, by its throat. Wrapping up the squirming creature, her forearm held the beast still while she drove the end of her baton into the monster’s eye. An electric current coursed through the demon’s skull, evoking a screeching cry as the creature fell dead in her grasp. She threw it to the gravel, kicked out as another sentry charged her, and drove her foot right into its chin.

On Steve’s left, Clint Barton had abandoned his previous post. He was grounded with a loss of room and a loss of arrows. He reached back and felt only one left. A sudden change of heart appeared in his glance. His recurve bow flattened outwards upon his command, the Hawk swinging the bow like a trained samurai wielding a staff. As the wave of sentries and demons clawed their way over the hills of bodies and charged at him, he delivered a swift strike to each one, the bow’s end slamming against their heads.

Aside from the three, Thor stood several feet away on the Quinjet’s left. Aside from Hulk, he was the second most popular target. His vigor, his strength, his durability in the midst of the fight proved honorable—and dangerous—to Ultron and his army. He fought with a mix of punches and jabs from Mjølnir, the weapon of the gods, and delivering a plentiful supply of heaven’s fury to his foes who refused to accept surrender. He drove his hammer into the street, every single sentry surrounding him short-circuiting as the electricity entered their bodies.

Yet they still stood. Only for so long as a blur of silver and blue blew right past Thor, tearing apart the remaining foes that had once remained in Thor’s line of sight. That silver blur, young Pietro Maximoff, charged nearly blind through it all. The reason for such would be all the body parts that flew across his vision every time he ran into a cluster of enemies. He circled the Quinjet over and over, hitting the same enemies, dodging the same attacks. Over and over again.

His sister was a different story. She held her ground in her own area—the Quinjet’s left—several feet away from Thor. As she fought, she danced, her arms waving, sweat streaming from her forehead, cries of undecipherable curses escaping her tongue. With each body she ripped apart, another would take its place, only to join the rest in the piles surrounding her feet. Her red haze filled the darkness, mixing with the blue from the portal above, creating a purple light show in the madness.

She raised a demon above her head, its body blowing apart, but not by her. She looked as surprised as the demon had as she tossed its remaining form aside, her eyes gazing up to see the Iron Man fly over her head.

Tony Stark stuttered. His suit, desperately pushing, gripping the edges of life, flew very minimally, but when he did he was fighting every second. When he was grounded, he still fought, firing off a barrage of repulsor blasts into the sentries charging him. Once they drew too near, he would ward them off with some deafening blows to the head, his metal fists connecting to their heads and lower abdomens.

One demon in particular was punched square in the gut by Stark, the force of the blow sending the creature shooting into the air screeching in pain. Unfortunately, the demon could not land appropriately when he was caught mid-air, having its own neck snapped as the Vision dropped it to join the others below him.

With the monster dealt with, Vision returned his focus ahead to a stumbling titan of a beast swinging madly with its club. James Rhodes was clipped by the beast’s swing, the War Machine crashing down into the street. The one-eyed monster turned on him, raising the club high over its head. Vision narrowed his gaze. A beam of golden light erupted from his forehead, launching said beam into the beast’s weapon and severing it. The severed club hit the beast on the head, stunning it.

Both Vision and Sam Wilson flew together for the final strike. They centered on the dazed cyclops, Vision bringing back his fist and Sam jamming his feet forward. Together, the two hit the cyclops right in the eye, their combined strength knocking the creature into the street with a deafening roar. Rhodes finished it off by dodging its shadow and hovering above it.

He held out both wrists, his Minigun winding up. The submachine guns on the underbelly of each wrist fired away as did the heavy weapon holstered on his shoulder, each bullet penetrating and ending the cyclops below him.

With that finished, Rhodes turned back to the dogfight around him. He charged straight into the fray, locking on and blowing sentries out of the sky. Alongside Rhodes, Vision and Wilson took great pleasure in fighting for the skies. Stark joined them on occasion, but for the majority of the fight he remained on solid ground.

As the cyclops fell to Natasha’s right, the Widow turned her gaze away from the fight ahead and watched as the lumbering beast fell with one last dying cry. James offered a bit extra once the cyclops fell, his own form disappearing above her. Once she turned back, she was faced with a demon reaching out for her, its claws wrapping around her body.

Ah!” she yelped as the demon latched onto her backside, the slithering beast snapping at her neck as she drove her baton into its body to hopefully knock it off. It was useless. The beast screeched loudly, its claws digging into Natasha’s arms and drawing quick blood. She cried out again, shaking to get the creature off.

It drove forward with its fangs, targeting the back of her neck.

Pop! Pop!

Screech!” the demon cried as it slumped forward. Natasha grunted heavily as she threw the creature off of her, her free palm gently caressing her arms as fresh blood began to pour out. She turned around, noticed the bullet holes in the demon’s back, and brought up her gaze.

Maria Hill lowered her pistol shakily.

Romanoff was momentarily stunned. Momentarily. Captain America turned to her at the sound of a gun firing, his eyes following Natasha’s, his gaze landing on Hill.

“Next wave!” Clint’s voice shouted. Steve instantly flinched forward, eyes widening at the sight of it. The air ahead of him was filled with sentries, their trails of blue cutting short as they landed in the street and charged forward, their comrades climbing over the dead bodies of the fallen.

Once more with the next wave.

The next wave that seemed endless, even worse than the first.

Captain Steve Rogers gritted his teeth and chucked his shield. The circular disk of pure Vibranium impacted several before returning to the Captain, only to be thrown again. Hulk grabbed several demons in his right fist, several other sentries in his left and tossed them into others, slammed them onto the earth, and rammed his biceps onto even more. Clint swung madly, dodging the repulsor blasts intended for him. When he stood fully with bow in hand, a fist was driven into his cheek, knocking the man onto his knee.

Thor kicked up and off the earth, swinging in a turbine-like fashion and impacting several with his hammer. As their bodies dropped like rocks, a pair of harpies struck Thor’s backside, earning a grunt of pain from Odinson as he fell and impacted the street. Hard. The harpies tore at his cape, their claws ripping it apart.

So too with their own bodies. Wanda Maximoff ran forward, her fingers plucking the harpies off the ground and shredding them to bits. Thor looked back to her, opened his mouth to form a sign of appreciation, but stopped when he saw the sentry land behind her. It wrapped its forearm around her throat, yanking the woman back and holding her there. Thor rose to save her, only to get tackled once more by a group of sentries.

The sentry cut off her windpipe, one final cry escaping the Maximoff twin.

A second later, she gasped for air, nearly dropping to her knees. She twisted her glowing red eyes right, seeing the sentry crumble into nothing as Pietro slowed to a halt, spitting on the sentry’s remaining form. Those same eyes widened in fright.

“Pietro, behind you!” she screamed, her voice still hoarse.

Quicksilver spun around, and at the last second dodged the serpent’s fangs from biting into him. He slid to the right, catching his breath as he eyed the chimera rise above the corpses of the previous wave. The serpent on the chimera’s rear hissed agitatedly, its slit gaze shifting from the man to the woman, flicking its forked tongue in devilish delight.

It leapt off the pile and charged her. Pietro instantly took off despite his desperate need for rest, ramming his own body into the chimera’s ribcage. While his speed may have injured the beast, it did not stop it. The chimera turned on him and smacked him aside with a claw, the Maximoff tumbling near the Quinjet.

“No!” Wanda screamed.

The chimera encircled the lone Maximoff, making its strike.

Stopped only by the android.

Vision landed directly in front of Wanda, the Mind Stone lodged within his forehead lighting to life and firing a continuous beam of pure, raw energy into the chimera. The beam impacted the creature’s skull relentlessly, the chimera’s screams drowned out by the sound of the energy beam and Vision’s own grunts of pain.

He took one mighty step forward. The beam launched the chimera back into the oncoming wave, several sentries crushed under its dead weight. The Vision fell to his knees, eyes closing, mind drifting. Drifting away. Anywhere but where he was.

He couldn’t feel the repulsor beams hitting his chest. Nor could he feel the Maximoff’s hands gripping his shoulders, pulling him, her voice pleading. She let go, an array of madness following with a lightshow of epic proportions quickly trailing behind. In that moment, with the pain rising to questionable levels, Vision slowly raised his head, his weary gaze watching the rest of the battle unfold.

There was Wanda directly ahead of him, her arms swinging madly, her magic coursing through the air and skewering demons and sentries alike. It mattered little how many she killed, how many bodies piled around her. There were always more. More she could kill. More that tried to kill her.

She took in lungfuls of air with each swipe of her wrists, sweat pouring from her forehead, her body drenched in both blood and sweat, most of which was not her own—mostly the former. Vision turned his head up, seeing as a multitude of Ultron Sentries flew over his head and entered the fray in the skies.

He watched, on his knees, as Tony Stark was overrun. A group of sentries trailing him shot him in the back as he tried to evade the blasts. He fell and skidded to a halt near Thor, fighting there, holding off the enemy army clawing closer and closer to him. The same fate unfortunately had befallen not only Stark, but the others, as well.

Both James and Sam were shot out of the sky when they too became overrun and outnumbered. Rhodes shot back despite the heavy enemy fire, his feet impacting the earth as he slid to a screeching halt next to the Captain. Sam’s pack was shot despite his swift moves in the air. The staggering number of sentries accumulating the air accompanied by the circling swarm of harpies several yards above gave Sam little to no visibility.

His wings instantly came together into his pack when he was near ground. Sam landed on the roof of the Quinjet, rolling once before leaping off and firing a barrage of bullets behind him. The flying demons trailing him ended up crashing to the street painted in red. Wilson landed on his back with a heavy thud and a powerful grunt. He spun accordingly, backing up next to the Captain and holding off the enemy forces.

Sam emptied a clip on an Ultron Sentry, reloaded, and yelled, “We’re running out of room here!”

Captain America ripped the demon’s throat with the edge of his shield, spewing blood onto the Vibranium surface as he kicked the dead body forward. Ash and soot covered his forehead, sweat mixing with it to form filthy rivers flowing down his face. He breathed heavily, punching a sentry between the eyes and cringing at the pain in his fingers.

He stared straight ahead. Past the mares holding the line, Ultron’s army kept on coming.

He turned around. Demons crawled on the roof of the Quinjet towards them. Hundreds of more sentries slowly descended from their rear, growing nearer.

He faced forward. Ultron stared right at him.

At his team.

As they slowly, very slowly…fell apart.

Each Avenger slowly began to back away closer and closer to the Quinjet’s cockpit, the area around them either flooded with the dead or the fresh ready to strike them down. Wanda backpedaled slowly, flinging her wrists, launching waves of her magic into the approaching enemies. Thor’s right palm was wrapped around Vision’s forearm as he dragged the android to safety, his other palm gripping Mjølnir and unleashing a torrent of lightning on the enemies ahead of him.

Their feet grazed the shattered concrete of Canterlot’s street as they backed away, closer and closer to the cockpit. The only one who wasn’t backing away was Hulk, who held his own against the overwhelming odds pushing against him. The remaining Avengers soon began to form a defensive circle, one that only decreased in size as the seconds ticked away.

Ticked away closer to their extinction.

Just as Ultron had said.

But even then they fought. Tony Stark fired his repulsors, Captain America swung his mighty shield, Thor slammed his hammer into his enemies, Natasha Romanoff pelted her victims with her Widow’s Bite, Clint Barton jammed the end of his bow into whatever sentry he saw, Wanda Maximoff plucked enemies off the earth and ripped them to putty, James Rhodes fired madly into the crowd and drained his ammunition, Sam Wilson fired, punched, kicked, and repeated.

Vision lied on his side, the gem in his forehead dimming. Pietro Maximoff pushed himself to get up, only to falter and fall back down. And the Hulk smashed.

They did this until they couldn’t anymore, until the bitter end.

Twilight saw this. She saw the overwhelming odds, the waves upon waves of sentries and demons centering on the Avengers and overcoming them. It got to the point to where she couldn’t even see them, the crowd of sentries falling on them, blocking her vision.

She heard a cry of pain.

She lit up her horn and tightened her jaw. Her wings quickly shot outwards, the pebbles around her hooves slowly levitating. Each of her friends turned their eyes onto her, the conflict around them ceasing for a short moment. A moment that didn’t last. With a cry of her own, Twilight unleashed her pent-up spell.

And completely vaporized her enemies.

Vaporized.

Her horn lit up so bright that even the sun would be jealous. The surrounding demons shielded their eyes while the sentries pushed forward. They never made it past the Princess of Friendship when the spell was unleashed, creating a blast so powerful that it burnt the earth she stood on. At first it was just the dome of white covering her friends and engulfing the Avengers. Those who remained outside once the dome exploded were extinguished, their bodies turning to mere fragments of what they once were.

As the dust settled, as the light died and the darkness returned, all that remained were seven friends panting heavily, a pale pink unicorn following their actions, and eleven Avengers nearly collapsing out of exhaustion.

Maria Hill lowered her pistol, blood dripping from her forehead as she stared out at what remained.

Wanda Maximoff was the first to collapse, her hands wrapping around her older brother struggling to stand. She whispered words of caution, of worry, only to be silenced as Pietro nodded to her, his own tone sounding distant. The two sat together, paying no heed to what surrounded them.

His armor crumbled. Tony Stark grunted in exhaustion, sparks flying off his suit as he fell to one knee. “Power levels at 23%,” Friday chimed, mostly warned. Stark stared at the gravel lying below him, his fist planted in the street, red lights flashing in his eyesight.

The silver palm emerged. “Come on, Tony. Get up,” Rhodey commented, Stark placing his palm in his. As James yanked Stark to his feet, he held out his other palm forward, aimed clearly for the army surrounding them, waiting for them to attack. Except they didn’t.

They just stood there on the hills of corpses. Watching. Waiting. Like a stalking predator observing its wounded prey.

Thor inhaled and exhaled greatly, his body shaking, torn cape flowing behind him. His sweaty hair stuck to his forehead, nearly blocking his vision. He remained standing, as did the Hulk behind him. His massive pectorals inflated and deflated with each breath taken, beads of sweat not only flowing from his forehead but his arms and chest, as well. The sweat mixed with the blood. The Hulk growled softly, fists clenching, definitely not out of the fight just yet.

As for Captain America, the same couldn’t be said. He stood shakily, shield hanging limply, head held low. He planted his feet into the ground and steadied himself, fresh beads of sweat flowing from his face. His suit was filthy and torn, the star on his chest coated in soot and blood, a bad mixture of the two.

Both Natasha and Clint stood on the edge of blacking out, their vision simultaneous with one another. Black clouds swarmed the edges of their eyesight, the two blinking hard and shaking their heads to remain steady. The two stood by one another, one gripping a bow as if it was his lifeline and the other loosely holding an electrically-charged baton. Both were breathing heavily. Clearly tired. Obviously wounded.

Sam faced the same treacherous fate as the others. He quickly reloaded his Steyr SPPs, his own magazines dwindling. Sweat poured from his forehead and slid down his goggles, his shirt damp. Veins bulged from his arms and neck as he slowly lowered his machine pistols, eyeing the enemy army around him, waiting for their next move.

And as for Vision…

He remained on his knees with his hands pressed against them, his shoulders slumped forward, his head low. The Mind Stone dangerously dim.

He gently brought up his gaze when the sounds of violence had ceased.

When it all slowly died.

Gentle rasps of breathing was all that was heard, both from the Avengers and the ponies. Once the dust had settled, revealing Twilight Sparkle and her closest friends huddled together with Starlight with them, silence fell upon the lonesome street. Silence that would never last. Silence that was appreciated for the time it had.

She spun around, eyes gazing across the street and noticing all that she had done. Nothing had remained save for a few bodies strewn away from her. Ash particles flew across her muzzle, painting her mane and coat. Pinkie Pie shook like a wet dog, spreading the ash onto Starlight and Rarity, causing them to cough. The others such as Rainbow and Applejack remained silent, ignoring the ash on their coats, and stared straight ahead, baring their teeth, growling silently.

Behind her, Twilight could see Spike and Fluttershy huddled close. Spike held out his rifle—though he did appear to be on the verge of collapse, the rifle shaking in his claws—and Fluttershy cowering behind him. But that wasn’t all. She saw the Avengers riding on the point of losing consciousness. They staggered as they stood, their breathing ragged and forced.

And each of them looked up.

She did, too.

She and all her friends.

Just as Ultron landed five feet in front her.

Backpedaling on instinct, Twilight shielded her face with a wing and shut her eyes as dust was kicked out upon his landing. The rest of her friends and allies followed, each of their gazes narrowing on the bipedal killing machine standing before them. Twilight lowered her wing, eyes widening to see Ultron rise to full height.

He easily towered over her and her friends. His remaining four arms lowered to his side, eyes as wicked as the fires of Tartarus narrowing on them. Twilight caught the glance, though she couldn’t put her hoof down on what it was. Disgust? Pity? Regret? A mixture of the three? She didn’t think too long or too hard on the subject.

Ultron began speaking.

“Your cause…” he began, jamming out his left palm and firing a concussion blast. The mares yelped, their heads spinning back to see Hulk get blasted right in the chest. He hit the wing of the Quinjet so hard that it broke off, both Hulk and the wing tumbling down the road.

They turned their gazes back onto him as he lowered his palm. “Your cause…is over. Even now you stand on the brink of total annihilation…stand against me. For what purpose? You are to be born, destined to die, and leave the world for your children to care for. There is no meaning, do you see that?”

Everypony remained silent. Spike lowered the rifle. He eyed the surrounding armies cautiously, his claw hovering over the trigger.

Ultron continued, holding his hand to them. “Just as there is no meaning to this ‘resistance’. You pluck fruit from a deceased tree. Your cause for helping killers is fruitless. Well…I suppose it’s just as simple, you aiding killers. What makes you any better than them?”

He pointed behind Twilight. She didn’t look back, neither did Starlight. The rest of her friends did, however, and eyed the Avengers. They returned their worrisome glances with ones of pity and fatigue. Pinkie’s ears drooped in despair, her mane slightly deflating at the sight of them.

“You’re killers, as well.” Everypony turned back, watched silently as Ultron spoke. “Thinking you could live with your past behind you. Forgotten. Abandoned. But you fail to realize that no matter what you do, no matter how hard you fight, it will always come back to haunt you. Always.”

“No,” Twilight interrupted, earning Ultron’s interests. “No, you’re wrong, Ultron. Our past does not define us. We can change, and we have for the better. Just like the Avengers.”

Ultron only chuckled, shaking his head. “Foolish girls…” he muttered, waving his wrist. “What point is there in beating the dead horse?”

“Ain’t no dead horses here,” Applejack retorted, stepping forward next to Twilight. “We’ve learned plenty on who we are over the pas’ few days, an’ Ah can say with all certainty that they,” she pointed her hoof to the ones barely standing behind her, to the Avengers, “…are the real deal. They know who they are, what they’ve done…an’ they sure as hay ain’t ‘killers’.”

Ultron’s amusing smile only grew, his eyes turning to the next mare.

Rainbow stepped forward, glared right at him, and stated proudly, “They’re better than that. They’ve saved lives, protected almost everypony they’ve come across. And from who? You!” She jammed her hoof at Ultron. “They’ve done everything in their power to protect innocent lives from people like you. So no, they’re not killers.”

“They are not monsters,” Rarity took over. “They are far from it. And all it takes is some uncouth scoundrel like yourself to try and make them out to be something they’re not.”

Ultron’s smile shattered. A frown began to grow, eyes narrowing in heated anger.

“Yeah!” Pinkie shouted excitedly, leaping onto Rarity’s neck and practically strangling the unicorn. “The Avengers are the nicest, most coolest, bunch of aliens I’ve ever met! Well, technically they’re the only aliens I’ve ever met, unless you count that one time with the giant robot dinosaurs.”

Everyone slowly looked at Pinkie Pie. Slowly. She tapped her chin, staring off into the dark clouds hanging over her head. “Anyways…where was I? Oh, yeah! The Avengers are the coolest, raddest, most awesomest aliens of all time! Like, I guess you could say they’re…um…they’re um…uhh… What’s the word I’m looking for?”

“They’re heroes.”

Pinkie slapped her hoof across her forehead. Everyone turned their gazes beyond the small dragon and onto the quivering Pegasus struggling to stand. Fluttershy shivered in place, but held strong, turning her strong stare onto Ultron and holding.

Starlight Glimmer nodded, turning back to face Ultron. “And you can’t change that. No matter what you do, no matter how hard you fight, you can never deny it.” Clearly mocking him. Ultron’s glare intensified. She said, “Just like how can’t deny that we’re different ponies today than we were before. Like Twilight said…our past doesn’t define us. Today…what we do now…makes us who we are.”

“And we are here to stop you,” Twilight clarified, her wings resting by her sides, eyes as hard as the shattered stones around her hooves. “If you continue on your path, if you wage war against our species…then we’ll fight. You can knock us down, wipe out our cities, kill thousands upon thousands of innocent lives…but in the end you’ll be no farther on your path than where you started.

“And we’ll be there…fighting you every step of the way. Because if we can’t defend our home against you…” she looked back for a quick second, smiled at Captain America and Tony Stark. She faced forward, smiled at Ultron’s hatred-filled expression, and stated proudly with vigor…

“You can bet we’ll avenge it.”

The look on his face was priceless. It was even better when Twilight continued speaking. Her eyes softened, smile still there, still held firm. She said, “But it doesn’t have to be this way. Tony once told me that he believed in making things right, that he can help save the world by protecting it. Your ideas may be twisted, but they bear the same weight that Tony’s had.”

Her smile broke, a look of sorrow in her violet eyes. “He wanted to change the world for the better, but you only want to change the world for yourself. Tony learned his mistake, and you can too. All it takes is a little push in the right direction…and some help along the way.”

Twilight held out her hoof to him.

He shifted his gaze from the Alicorn to the hoof and stared at it for several seconds. The constant state of war could be heard raging around them, but as for Ultron, the ponies, the Avengers, and Ultron’s army…they were silent.

One contemplating. The others waiting.

His facial features—what Twilight could make out—altered into something hideous, a look of pure rage etched into his face. He shot his deadly red eyes onto Twilight, causing her to drop her hoof and back away. When he spoke, black liquid slid down his mouth, his tone lowering to the lowest and darkest form of sinister.

He asked, “Did you just compare me to Stark?”

Twilight didn’t answer. She, as well as the rest of her friends, slowly began to back away slowly. Starlight followed them, her horn lighting up, ready to take on Ultron and anything he could throw at her. Instead, he slowly pushed forward to them, his eyes narrowing, his fists clenching in fury.

“You know…they don’t deserve tearing you eight apart limb from limb,” Ultron muttered loudly, his hand waving across the army of sentries and demons. “I believe that honor belongs solely to me. You think you ponies are enough to stand against me? I’ve crushed your heroes, your world! Canterlot burns as we speak, and even more of my forces are on their way now.”

He stopped as the mares were pushed against the remaining heroes, all oxygen between them cut off. As he stopped, Ultron shifted his eyes from one pony to the other, to the dragon and settling on Princess Twilight.

“So tell me…Avengers…what can you possibly do to stop me now?”

To his surprise, Pinkie Pie appeared in front of Twilight, smiled, and shouted, “I don’t know how we’ll stop you, but I know we can distract you long enough, you big dumb-dumb!”

“From what?” Ultron snarled.

A talon latched onto him, followed by a lion’s paw, a cloven hoof, and a dragon’s claw.

Ultron spun his neck around, eyes widening at the sight of the grinning creature attached to his backside. It smiled wickedly, raising a third hand behind him.

“That would be me, my dear fellow!”

Discord snapped his fingers, instantly vanishing with Ultron in his grasp.

The moment their master disappeared was the moment they took off. To the point of no return. To the fight that determined victory or loss. And they were waiting for them. The ponies held their ground, narrowed their eyes, and stood together as the remainder of Ultron’s forces swarmed them like a tidal wave.

And they fought back.

They fought back to the last tear shed. To the last blood drawn. To the last bone broken.

To the last Avenger standing.

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