Doomwar

by Boltstrike58


Chapter 16: The Battle of Ponyville II

Equis, Ponyville

"So, uh...I'm guessing this goes directly to you," Steve said to the newcomer, pulling out the pager Fury had given him. "Can't say I'm surprised, Fury never tells us everything."

"Where did you get that?" demanded Carol, her fists glowing with power. Steve started to tense up a little more. He didn't know who this woman was, but she clearly wasn't somebody you wanted to mess with.

"Fury gave it to him!" Spider-Man chimed in. "Right before he got frozen solid! He's still alive, though, but—"

"What?!" Carol shouted, advancing on the costumed teenager.

"Whoa whoa whoa!" Steve cut her off, placing his body between the two and raising his shield. "Look, I don't know who you are, but Fury clearly trusts you, and that means we're on the same side. So could we please put off any infighting until later?!"

"Yeah, we've still got problems," Spider-Man added, pointing behind the woman.

Carol turned, discovering that the black, amorphous mass that'd once been the Pony of Shadows was slowly reforming. Legs and wings emerged from the pile of dark matter, and the dark alicorn's head pushed outwards, white eyes glowing with fury as it stared her down. Bolts of black electricity arced across its back, as it ballooned its cheeks and screeched. The three humans slammed their hands over their ears to block out the terrible war cry.

"Fine, whatever. But you're explaining everything to me the second this is over," Carol replied, taking to the air once again.

The Pony of Shadows, eager for revenge, took off with a single flap of its enormous wings, launching itself directly at Carol Danvers. The galactic warrior rocketed off to the side, avoiding the entity's charging attack, before raising both fists and responding with a pair of photon blasts. Her attacks bore hissing holes in the side of the Pony of Shadows, but they sealed up immediately, even as the creature howled in pain.

"I know not who you are," it snarled, "but you stand alongside the Avengers. Therefore, you must die!"

"Avengers? Huh," Carol thought to herself for one second, before her brain shifted back into fighting mode.

Carol braced herself as the Pony of Shadows charged its horn, launching several bolts of black magic at her, which she managed to weave around. She dived through the hail of blasts, approaching the creature's head, before reeling back and punching it with all of her might. But the dark alicorn simply morphed itself once more, the magic composing the beast coiling around her fist like a snake. Grunting, Carol pulled, but her arm remained trapped inside the mass of darkness. Meanwhile, the Pony of Shadows' wings began to shift into long, spear-like tentacles again, primed to stab the captain.

"Do not fear, we have your back!" came a voice.

Carol turned her head towards the source, discovering Luna flying up to her, Thor astride her back with his axe in hand. Luna focused her magic on her horn, the blue light coalescing around the appendage and forming a long, curved blade, with which she slashed downwards, slicing off the essence that held Carol's hand. As soon as she was free, Thor raised Jarnbjorn skyward, where a bolt of lightning came down and struck the weapon. Thor swung overhead with all his might, stabbing the electrified axe deep in the Pony of Shadows. The creature morphed once again, forming a new mouth with which to scream in pain at the magical electric strike. Vision, flying up from the side, blasted the mass of darkness with the Mind Stone, forcing it out of the sky.

"Um...thanks, I guess," said Carol, to which Thor gave her an appreciative smile.

"You don't seem to surprised to see a pony, warrior from the stars," Luna noted, as the foursome advanced on the falling Pony of Shadows. "Have you visited Equis before?"

"No, I've just had an interesting life," replied the captain. "Talking ponies aren't even close to the weirdest thing I've seen. By the way, my name's Carol."

Meanwhile, back on the ground, Sunset and the Dazzlings were rushing around, avoiding blasts sent down in the chaos of the battle. Sunset, having been born a pony, had adjusted to her shift in species the quickest, remembering the power of her horn and conjuring up force fields to protect the others. The Dazzlings, unfortunately, weren't having the same luck. Adagio kept trying to ignite her horn and failing, while Sonata's wings were lifting her off the ground, but not really getting her anywhere. In addition, all three kept stumbling around on their hooves, unused to walking as quadrupeds.

Cozy Glow took notice of this, and naturally, decided to take advantage.

"Hey, you klutzes!" she shouted from the top of her walker, raising on of the legs. "Need a little help?!" And she brought down the massive metal appendage down on the four ponies. Sunset was quick to raise a shield, but Cozy simply pounded on it, the force of her blows knocking Sunset to the ground. Adagio rushed over to help her, firing a few weak bolts of magic at Cozy's walker, doing nothing. Cozy cackled with mad glee as she raised the leg once again.

This time, the interruption came in the form of Wong, who sent many of the powerful Crimson Bands of Cyttorak towards Cozy's walker, binding up the two back legs. He yanked as hard as he could on the bands, the metal joints of the walker squealing in protest as he pulled it off balance. Starlight, noticing his plight, fired a continuous blast of turquoise magic at the base of the walker, pushing it even further back. This gave Bucky ample time to scoop up Sunset and the Dazzlings, getting them away from the danger zone, while Cozy Glow angrily wrestled with the controls.

"You know," Bucky told the four ponies in the grasp as he ducked under a magic blast from Amora. "Steve wasn't wrong about the risk. And you guys don't seem like you can walk that well, so you should probably get away from this fight."

"We've been ponies for less than twenty minutes, cut us some slack," complained Aria.

"Maybe you're right about the Dazzlings," admitted Sunset, ignoring the look Adagio shot her. "But I can fight! I was born a pony, there's nothing to worry about."

Bucky's response was cut off by Scorpion jumping off and landing in front of them, his claws and tail poised to strike.

"Shouldn't have said that," grumbled the soldier, dropping the ponies and grabbing his combat knife.

Scorpion cackled as he raised his claws, preparing to rip into his enemies, but Sunset struck first, firing a blast of magic into his chest, dropping him onto his rear. Bucky, his super soldier brain working at incredible speeds, ran up, snagged Scorpion by the tail, spun him around, and chucked him off into the distance as hard as he could. It wasn't the farthest throw, considering Bucky only had one arm's worth of super strength, but he still flew pretty hard, bonking his head on the side of the School of Friendship. Dazed, Gargan was in no condition to react when Steve chucked his shield at Scorpion's head, clocking him again.

"What part of 'It's too dangerous, get out of here' don't you understand?" Steve demanded, coming over to Sunset and the Dazzlings.

"I'm not staying out of this fight!" insisted Sunset, flaring the magic of her horn.

"Well, we really wouldn't mind dropping out, let me tell you..." Adagio started to say, before Sunset punched her in the shoulder. "Er, I mean, yes! Of course we want to help!"

"We do?" Sonata asked, oblivious as usual. The youngest siren sister went ignored.

"Look," Steve continued, blocking one of Shocker's blasts with his shield. "It's great that you wanna help. But—"

"No buts!" Sunset cut him off. "It's what Twilight would do. We're not gonna just standby while you need our help and do nothing."

Steve groaned to himself. Clearly, this was one fight he wasn't going to win.

"Okay, fine," he acquiesced. "But you're going to stick by one of us all the time. I'm serious. Do not step away from our sight. Got it?"

"Crystal clear, Captain," replied Sunset, giving a salute with her foreleg.

The Dazzlings groaned collectively, wondering what exactly they were getting into.

Spider-Man, meanwhile, had gotten into another fight with Dr. Octavius. He rolled into a somersault, dodging two tentacles that embedded themselves deep within the earth. Jumping upwards, he grabbed onto Octavius' remaining unoccupied tentacle, swinging around on the lengthy metal appendage, and clocking the doctor on the back of the head with his foot.

"Anybody ever tell you you've really got a problem with your arms, doc?" asked the masked teenager. "I mean, seriously, were you trying to make yourself look like a giant mechanical—"

The rest of Spider-Man's joke would go unheard, as one of Doc Ock's arms grabbed him by the back of the head, before slamming him face-first into the ground. Grunting, Peter coughed out several drops of blood onto the inside of his mask. Before he could make another move, his spider-sense blared, and he rolled to the side just in time to avoid another tentacle that impaled the earth itself.

"DIE ALREADY!" screamed Octavius, raising another tentacle. Though he didn't have time to dodge this next strike, Spider-Man managed to catch the descending metal limb with both hands, holding its claws inches from his face.

"Hey, now, that's just plain rude!" quipped Spider-Man, his muscles straining to hold back the tentacle. "I'm beginning to think you don't want my advice!"

Grunting, Octavius yanked the tentacle backwards, pulling Spider-Man into the air with it. A second tentacle snaked towards him, claws extended. Spider-Man swung his lower body upwards, avoiding the swipe of the metallic limb, and aimed his own arm at Octavius' face. His fingers found the trigger for his web shooter, squeezing and launching a spray of webbing directly towards the scientist's eyes. Octavius screeched as the webbing glued his glasses to his face, blinding him. He began to flail his tentacles, attempting to strike Spider-Man with wild, unfocused attacks.

Peter wouldn't let that stop him, of course. His spider-sense guiding him, he weaved in and out of the tentacles, diving through them directly towards Octavius. He reeled back and punched Octavius in the stomach, knocking his enemy backwards. Unfortunately for him, the recoil caused one of Octavius' arms to snap downwards, striking him across the back and pitching him forward. The two tangled together and rolled backwards, until Peter managed to pry himself free.

Spider-Man grunted as he looked himself over. In the midst of their tumble, Octavius' tentacles had rolled over him, and their claws had raked over his skin, ripping through his costume and scratching him in several places. The cuts weren't too deep, but they were bleeding, and they stung pretty badly. He grunted as he climbed to his feet, forming a couple of web wraps and tying them around his cuts to prevent them from dripping blood.

A grunt drew his attention. Peter looked over at Octavius, who was using a tentacle to pry the webbing off of his glasses, and two more to brace himself as he climbed to his feet. He turned around, baring all four tentacles, claws open, glaring down at Spider-Man.

"Oh, come on," groaned Peter.

But before either combatant could make a move, a cupcake came flying out of nowhere, hitting Octavius in the face, smearing frosting into his vision and blinding him again. The doctor roared in fury, his tentacles snapping upwards and diving towards the source of the attack. Pinkie Pie (of course it was she) bounced out of the way of the tentacles, curling into a ball and rolling over towards Spider-Man.

"Are you okay, Spidey?" she asked. "It looks like this mean doctor guy's been beating you up."

"Thanks for the vote of confidence, Pinkie," Peter snarked, clenching his fists. "But I wouldn't mind a little help, if it's not too much trouble."

"Sounds like fun to me!" replied the earth pony, bouncing on her hooves. "So what're we thinking? Fastball special?"

Peter nodded. "Fastball special."

They'd practiced this move more than enough. Dr. Octavius lashed out with all four tentacles, which both human and pony dodged. Spider-Man shot another blast of webbing at Doc Ock's eyes, blinding him for a few precious seconds, while Pinkie zipped between the tentacles and bounced up into his face, knocking him onto his rear. While he was struggling to get to his feet, Peter fired another web line to Pinkie, who wrapped it around her foreleg. Rolling back onto his heels, Peter swung Pinkie around in an arc, as the earth pony yelled "Wheeeeeeee!" clearly enjoying herself. As he came around again, Spider-Man released his grip on the web line, releasing Pinkie, who curled into a ball. Just as Doc Ock managed to pry the webbing off his face and get to his feet, Pinkie rammed into him, sending the rogue scientist flying. Octavius slammed into a small hill, completely unconscious.

"That went well," announced Spider-Man, casually dusting off his hands.

"I know, right?" exclaimed Pinkie, bouncing around his feet. "Hopefully that big meanie learned his lesson."

Peter hoped the same thing, but sincerely doubted it.

Meanwhile, Rainbow was continuing to struggle with Wind Rider. Despite his fall from grace, the older pegasus certainly had the skills to match Rainbow Dash trick for trick, following her across the sky and regularly attempting to pummel her with his bare hooves. Rainbow, being no slouch in the fighting department, met him blow for blow, but at the moment, the two were evenly matched. Rainbow knew that if she wanted to win this fight, she needed to find a way to exploit Wind Rider's weaknesses, and fast.

"How'd that one feel?!" shouted Wind Rider, as he delivered a particularly nasty punch to the side of Rainbow's head that sent her spiraling out of control. "I'd ask how it feels to have everything crash down around you, but I don't have to!"

He shot forward like a bullet, pinning Rainbow down by the wings with both front hooves. Before the prismatic pegasus could mount a counterattack, Wind Rider headbutted her in the face, dazing her.

"You took everything from me, Crash!" he snorted through clenched teeth. "Because you were an Element of Harmony, you got everything handed to you on a platter. No more. I'm gonna destroy everything you love, and make you feel—"

Rainbow bucked upwards with her back legs, nailing Wind Rider in the rear. The stallion was knocked off of her, slamming face-first directly into the ground. Rainbow leaped to her hooves, relaxing into a fighting pose, wings beating so she hovered just above the grass. Wind Rider managed to get to his hooves, staring Rainbow down.

"I don't care what you think of me," Rainbow spat, "but if you want a fight, you've come to the right mare."

"Good," growled Wind Rider, "because I'm gonna—"

"Distraction!" screamed Dash.

Wind Rider blinked in confusion, until realization came to him. That realization came in the form of Sam flying down and kicking him in the back of the head, knocking him over once again. Landing on his feet, Sam backhanded the stallion with one wing, sending him flying.

"Glad to see you caught onto the plan, Rainbow," Sam chuckled as his wings folded back into his pack.

"If I hadn't, he'd have turned around and smacked you. So, you're welcome," said Rainbow.

Sam opened his mouth, likely to issue some sort of sarcastic comeback, only for Wind Rider's screaming to cut him off. The pegasus came zooming towards them like a bullet, forcing man and mare to take to the skies once again. Left with two distinct targets going in different directions, Wind Rider paused, unsure how to proceed. His dilemma was solved as Garble, having become bored with chasing Starlight around, began launching a steady stream of fireballs at Sam.

"I'm starting to wish Spike were here!" Sam grunted, as one flaming projectile narrowly missed his back.

"We can't let these two idiots keep us busy!" Rainbow hissed into her earpiece as Wind Rider chased her through the air, "We gotta take them down, now!"

Sam readily agreed, and the two worked out a quick plan. Sam rocketed upwards, pushing his thrusters to their maximum, while Rainbow aimed herself downwards, Garble and Wind Rider hot on their tails. After a few seconds of this, the two suddenly switched directions, flying towards each other, but their pursuers were so focused on their targets, they didn't even notice. Garble launched another fireball, Sam dodged, followed by Rainbow and Wind Rider. Unfortunately for the stallion, Sam took his distracted moment to dive kick past Rainbow, planting his boot directly into Wind Rider's skull. At the same time, Rainbow began beating her wings even faster, zooming past Sam and slamming both forehooves into Garble's chest, knocking the wind out of him. The two flyers plummeted out of the sky, and would've slammed into the earth with deadly results, had Sam and Rainbow not been kind enough to catch them.

"Well, that didn't go so bad, did it?" asked Sam.

"Could've gone worse," replied Rainbow, rubbing her sore forehooves.


Cozy Glow's reign of terror didn't appear to be coming to an end any time soon. Her massive walker continued to stomp around the edge of Ponyville, cannons firing like crazy, while the Avengers below scurried around to avoid them. At the current moment, she was battling Wong, Valkyrie, Loki, and Starlight. The two magic users were currently attempting to fire blasts at the tiny pegasus, but she moved around so much that none of the shots were hitting her.

Valkyrie roared in frustration, swinging the Dragon's Fang sword with all her might into one of the walker's legs. Unfortunately, just as it had before, the blade screeched off the metal, and the Asgardian had to dive to the side to avoid getting stomped on.

"HAHAHAHAHAHA!" Cozy Glow cackled from her perch. "I'm going to grind all you puny ants into dust beneath my hooves!"

"You know, I'm beginning to really hate that pegasus," Valkyrie snarled, climbing to her feet once again.

"You're not the only one, believe me," replied Starlight. "And to think, we thought she was one of our better students."

As the four continued to dodge Cozy Glow's cannon fire, the pegasus' attention was suddenly drawn by two flying forms swooping above her. Sam and Rainbow, fresh off their victory over Garble and Wind Rider, came rushing in, catching her off guard. Before she could reposition her cannons, Sam launched Redwing out of his pack, causing the drone to slam into the side of Cozy Glow's walker, throwing her off balance.

"We'll keep her busy!" Sam yelled into his earpiece. "Just do your thing!"

Wong nodded, signaling to the other two. "Listen, I have a plan, but this it going to require everyone." He quickly relayed his idea, and the others readily agreed.

Cozy Glow, distracted by Sam and Rainbow, was focusing less on her control over the massive walker. Wong took advantage of her current state, opening a portal beneath her, which one of the walker's legs immediately stepped into. With a wave of his hand, he sealed the portal shut, immediately severing off the foot, along with a chunk of the lower leg. Cozy Glow screeched out in surprise as her walker wobbled, trying desperately to regain some sort of stability.

Her efforts were doomed to failure, as Loki tossed a long, golden rope of pure magic around the damaged limb, pulling on it with all his strength. At the same time, Rainbow and Sam dive-bombed into the walker's front, and Starlight fired a magical beam at the bottom, upsetting her even further. Cozy Glow screamed as the walker went tumbling down, crashing into the earth with the force of many falling trees. Before the dazed pony could recover, Valkyrie leaped onto the front of the walker, and with a single swipe of her sword, sliced off the barrels of both canons, leaving them useless.

Cozy Glow, knocked silly by the fall, shook her head to regain her bearing, and looked up, only to find herself face-to-face with a very angry Asgardian warrior.

"Uh, h-hi," she stuttered, waving one forehoof at Valkyrie. "You...you wouldn't actually h-hurt a poor, defenseless filly like me, would you?" She opened her eyes as wide as she could, beaming up at her opponent, while quietly reaching for a small button on the dashboard of her walker.

Valkyrie shut the pony's eyes with a swift punch to the forehead.

"A bit harsh, don't you think?" Loki quipped, tossing a knife above his hand.

"After she tried to shoot us to death? That's getting off lightly."

Steve, Bucky, and Applejack, meanwhile, were having their own bit of fun. That is, if being surrounded by Scorpion, Batroc, and Shocker counted as fun. At the same time, Sunset and the Dazzlings were hiding behind a rock, watching the three Avengers moving being circled.

"We've gotta help them," Sunset prompted, lighting up her horn with her signature red aura/ "Adagio, are you ready?"

"Um, Sunset?" replied the former siren. "You are aware that I've been a unicorn for a total of ten minutes, right?" She indicated her horn. "I have no idea how this thing even works!"

"Maybe you could just rub it?" Sonata chimed in. "That works with—"

"ALRIGHT!" Sunset cut her off, "Okay, think about how you channeled magic before...we...broke your gems. The state of mind you put yourself in. Imagine a stream of energy, coming from the center of your being, going up to your horn..."

Adagio looked skeptically at her fellow unicorn, but closed her eyes. She remembered her singing, how magic flowed through her vocal chords, out into the minds of those listening to her. Only this time, instead of flowing to her pendant, she imagined the magic flowing from her heart, into her horn. She felt a light tingling in her horn, and looked upwards, noticing that a bright orange glow now engulfed the appendage.

"Whoa," Aria breathed, looking at the light.

"Okay," said Sunset, aiming herself towards the crowd of villains. She used her hooves to position Adagio the same way. "Now, release it at them!"

Adagio complied, shutting her eyes and firing her horn. Sunset fired as well, and the two magical beams slammed into Scorpion and Shocker, sending the two villains flying. Batroc blinked in surprise, but before he could react at all, Applejack charged up to him and bucked him in the chest, sending him flying.

"So what's the plan for dealing with these freaks?" Aria asked, as the four ponies rushed up to Captain America.

"I wish I knew," replied Steve, tightening the strap on his shield. "We knock them down, but they just keep getting back up."

"If my vote counts for anything," said Applejack. "I say we take out that Scorpion freak first. He's getting on my nerves."

"Sounds like a plan!" yelled Bucky, pointing. Their three opponents were getting to their feet again.

Frantic, Steve chucked his shield at Scorpion again, only for the man to duck under the flying discus. But before it could fly back to the captain, Sunset Shimmer fired another magical beam at the center of it, which bounced off and hit Scorpion in the back. He staggered forward, claws and tail flailing wildly, until Steve caught his returning shield and bashed him across the face with it. Growling in fury, Scorpion thrust towards Steve with his tail, which Steve leaped over. Looking around, Gargan discovered he now had Steve on one side and Sunset and Adagio on the other.

"You freaks think you can take me on?!" he growled, clicking his claws together.

"Kind of a stretch, calling us the freaks," said Adagio, rolling her eyes.

Scorpion bent down, swinging his massive tail in a circle around him. Sunset and Adagio managed to duck under it, but Steve just barely raised his shield in time to block it from stabbing into his side. The impact briefly halted Scorpion, prompting Steve to wrap his free hand around the appendage and pull as hard as he could. Unfortunately, Scorpion's super strength exceeded Steve's, and he was unable to make the man budge.

Sunset and Adagio took the opportunity to blast Scorpion with their magical beams, but Scorpion's armor deflected some of the force. Grunting, Gargan swung his tail, taking Steve with it, and hurled him at the ponies. Sunset managed to catch him with her magic, but that didn't stop Scorpion from advancing on them. Neither were Adagio's relatively weak magical blast, which Scorpion shielded himself against with his claws.

"Uh, guys?" Adagio asked, as she continued to ineffectually fire at Scorpion. "A little help here?"

Steve didn't respond, merely chucking his shield at Gargan yet again. The projectile impacted him between the eyes, and was immediately enveloped in Sunset Shimmer's telekinetic aura, causing it to fly towards Scorpion again. Sunset quickly began causing the shield to fly into Scorpion again and again, impacting him from all different directions.

"Pinball of doom, creep!" yelled Sunset.

With Scorpion distracted, Steve rushed up to him, launching a side kick that managed to nail him in the lower jaw. Gargan howled in pain as he reeled backwards, claws and tail swinging wildly. Sunset then levitated Steve's shield back over to him, and the captain charged forward with it raised, ramming it into Gargan's chest. Sunset and Adagio followed up with another combined magical blast, sending Scorpion onto his rear.

"I think that might've done it," Steve muttered once Gargan didn't get up. "Anypony got any wood I can knock on just to be safe?"

"Nope," replied Sunset. "I could clop my hooves together."

"What good is that going to do?" demanded Adagio.

"Just humor me."

Bucky and Sonata had been thrown together, meanwhile, and were facing off against the Shocker. The battle wasn't going particularly well for the White Wolf, as he had to scoop up Sonata and carry her around with him so she didn't get blasted. This left him handicapped to the point where all he could do was dodge.

"You don't appear to be kicking his butt," remarked Sonata, as the duo dived behind a rock to avoid another shocker blast. "I thought that was kind of the super hero thing, y'know?"

"Shut up, whatever your name is," Bucky growled, as he poked his head above the rock to fire a few bullets at Shocker. He hurriedly ducked back under to avoid another electric blast.

"It's Sonata Dusk, thank you," she responded with a huff. "And for your information, I think I might know a way you can deal with this guy!"

"Really? I would love to hear that," Bucky snarked as he reloaded his rifle.

"It's simple. Throw me at him."

Bucky gave her the only look that could respond to that suggestion.

"I'm serious! I just barely got these wings, so I can't fly that well. But if you just throw me into him, I'll be able to keep him busy so you can rush up and deal with him."

Bucky thought about what the siren was suggesting. It wasn't an impossible plan, if Thor's description of 'Get help' was accurate. He was jarred from his thoughts as another blast impacted the rock they hid behind. Their shelter wouldn't last much longer. Gritting his teeth, Bucky made a decision.

"Alright, your funeral," he said, as he scooped up Sonata with his vibranium arm. He waited for Shocker to finish firing a blast, before he stood up and hurled Sonata towards his opponent as hard as he possibly could. In midair, Sonata flapped her wings as hard as she could to increase her speed, rocketing towards Shocker like a bullet, her front hooves pointed forward. With a grunt, she slammed into his chest with a considerable amount of force, knocking him down.

Beneath his helmet, Schultz gasped as Sonata knocked the wind out of him. He tried to reposition his gauntlets to blast her away, but she was just too close, and he'd risk hitting his own body. To make matters worse for the criminal, Sonata latched onto him and began punching with her front hooves. She didn't possess as much strength as Rainbow Dash, but she was certainly trying.

Just as Shocker managed to get one of his gauntlets against her stomach, Bucky suddenly seized him by the neck, lifting him into the air. The White Wolf reeled back and punched repeatedly with his vibranium arm, dealing punishing blows between Shocker's eyes that left him dazed. With one final blow, Bucky sent Shocker flying across the grass, out cold.

"I have to give you credit," Bucky admitted to Sonata. "That plan wasn't too bad."

"I know, right?! If only Dagi and Ari would listen to my ideas!"

At the same time, Applejack and Aria Blaze were throwing down with Georges Batroc. The Algerian man was currently dazing the two earth ponies by jumping around like a maniac, his power boosting exo-skeleton making it easy for him to leap over their heads. Applejack, needless to say, was starting to get rather annoyed with her opponent, Aria even more so.

"Just hold still, you freaking—" Aria spat, trying to buck Batroc, in an imitation of the move she'd seen Applejack do.

Unfortunately for the former siren, Batroc was far too skilled to fall for such a clumsy attack. He vaulted over Aria's kick, grabbing her by one of her mane tails. With a skilled toss, he sent Aria flying directly into Applejack, sending the two ponies falling into a pile of limbs.

"Hm. Pathetic ponies," Batroc quipped in French.

"This ain't exactly workin' in our favor," Applejack grunted, disentangling herself from Aria. "He just keeps moving too fast!"

"And how do you suppose we rectify that, genius?" demanded Aria.

Applejack shot her a quiet glare, as her mind began racing for ideas on how to deal with Batroc. With just the two of them, their options were quite limited, considering neither of them could fly or use magic. Still, earth ponies were far from helpless, and nopony, except maybe Pinkie Pie, knew how to take advantage of their talents better than Applejack.

"Okay, here's what we're gonna do..." Applejack hurriedly whispered her plan to Aria, the former siren looking rather grouchy at the idea, but she nonetheless agreed.

"I can see what you're doing," Batroc remarked in English. "Whatever little trick you have in mind, it won't work on me."

"Would you just put a sock in it already?!" Aria snapped, charging towards Batroc and bucking in his direction with all her might. Of course, Batroc saw the rushed attack coming, vaulting over the earth pony with ease. What he hadn't realized was that this was exactly what they'd wanted him to do.

Applejack's lasso came flying through the air, wrapping itself around Batroc's midsection. Before the former pirate could react, the Element of Honesty swung with all her might, bringing Batroc around in an arc, and slamming him headfirst into the ground. Applejack kept the lasso firmly in her teeth, as Aria went over to check on Batroc. She poked him gently in the side with one hoof, and he didn't react.

"He's out cold," Aria stated, matter-of-factly. "Well, that was easy."

"Speak for yourself," snarked Applejack. "You only got her after we'd dealt with the hard stuff."


While all this had been going on, the Pony of Shadows had remained engaged with Luna, Thor, Vision, and Carol. To the quartet's credit, they had been able to avoid many of the dark alicorn's attacks by working together, dishing out just as much damage as they got thrown at them. Unfortunately, they didn't seem to be doing a great deal to their opponent. They cut, burned, and blasted the Pony of Shadows, but the wounds always regenerated.

"Will you just piss off already?!" Carol roared, firing two photon blasts towards the pony's head. The shadowy mass dematerialized, allowing the blasts to pass harmlessly over its body, and it retaliated with a pair of dark, pointed tentacles. Before they could impale Carol, Thor hurled Jarnbjorn at them, severing them in the middle.

"Calm down, lady," Thor said as he caught the returning axe. "The last thing we need right now is to lose our tempers." Carol shot him a glare, but took a couple of deep breaths, realizing he was right.

"We may need to reconsider our strategy," Vision spoke, firing more golden beams at the beast. "Together, the four of us may equal this being in raw strength, but we are unable to do any lasting damage to it."

"The Pony of Shadows is a being of pure dark magic," said Luna. "If we damage its physical form, it merely draws in more ambient magic from the atmosphere of Equis, channeling that to heal its wounds."

"Exactly how do we get around that?" demanded Carol, frustrated with the current state of the battle.

"Even magic has its limits," Thor remarked. "If we could find a way to drain its energy, then hit it with everything we've got, we might be able to break the integrity of the spell that holds it together."

"But even together, my sister and I couldn't channel that much magic," Luna replied, looking worried. "Does anybody else have energy absorption powers?"

Carol looked down at her hands, an idea hitting her like a lightning bolt. "If I drain his...magic, can the three of you blast him?"

"Sounds like a plan!" responded Thor, enthusiastically.

Carol nodded, her helmet re-materializing over her face, turning towards the Pony of Shadows, and rocketing towards it. The Pony of Shadows responded by firing bolts of black lightning towards her, which she weaved past. Thor, Vision, and Luna fired blasts of their own, throwing off its aim off. Thor hurled his axe at the beast, forcing it to duck down, giving Carol the opening to ram into it like a missile, wrapping herself around the Pony's neck, her hands glowing gold as she began to absorb the magic.

It was different from the type of energy she was used to absorbing. This energy seemed more vibrant, almost...alive, she guessed would be the best word to describe it. It seemed to actively be trying to resist her, trying to squirm away in her grip. Carol Danvers, however, was nothing if not tenacious, and she persisted, pulling in more and more of the dark magic, as the Pony of Shadows' form started to flicker.

"NO!" screamed the dark alicorn. "UNHAND ME, WORM!" It continued writhing and bucking with all its strength, but failing to dislodge the star-bound warrior. Carol's golden aura started to become tinged with black traces, and she felt bolts of pain pop up throughout her body, but she gritted her teeth and ignored it. She had no other choice.

The Pony of Shadows began to degrade, holes beginning to fill its form, its bolts of lightning growing weaker and weaker with each passing second. It slammed its eyes shut and screamed to the heavens, before Carol bucked with her legs, launching herself off of it.

"NOW!" she screamed.

Thor, Luna, and Vision obeyed immediately, launching beams of lightning, magic, and energy towards the dark alicorn, impacting the body with their combined attack. The holes Carol had already created began to burn deeper, spreading wider. The white eyes on the alicorn turned red in agony, its wings disintegrating into dust as it crumpled to the ground.

Carol, meanwhile, had to contend with the dark magic she'd pulled out of the beast. Bolts of black lightning lanced across her form, stinging her like a swarm of wasps. She knew that the only way to stop this torrent of pain was to vent it. Looking upwards, she got the perfect idea of where to put it.

Carol thrust both fists skyward, firing a powerful duel photon blast. Gold light intermingled with black energy, flying outwards and breaching the atmosphere of Planet Equis. The intensity grew weaker and weaker as it flew onward, eventually dissipating into the ether. Carol breathed a sigh of relief, thankful that pain was over.

The remaining trio had ceased their attack on the Pony of Shadows, looking down at its distorted form. Its eyes and horn had faded into darkness, and it had fallen onto its side, completely limp, powerless.

"The spell holding it together is failing," said Luna. "Whoever they used as its replacement host is free."

"Excellent," replied Thor. "Thanks for the help, Carol."

Carol shrugged. "Whatever."


Amora, Chrysalis, and Ahuizotl were left alone, Avengers and ponies surrounding them on all sides. Amora's magic sparked around her fists, and Chrysalis and Ahuizotl glared defiantly at their opponents, but they were clearly outnumbered. Especially after Thor, Luna, Vision, and Carol joined the party.

"Amora," Thor declared, baring his axe at her. "You've lost this battle. Surrender, and no harm will come to you."

Amora gritted her teeth. "I'd rather perish than surrender to you, Odinson," she snapped. "Yet, perhaps this day doesn't belong to us."

"You'll never take us alive!" Chrysalis spat. "We'll die before—"

She didn't get the chance to finish her taunt, as Amora waved her hands once again. Portals formed of gleaming yellow sparks formed underneath the changeling queen and Ahuizotl, which both dropped into before they could react. The portals sealed shut in seconds, and more portals opened beneath the unconscious members of their group, dropping them away to an unknown location. Finally, Amora created a portal beneath herself, dropping out of sight, as the vortex closed behind her.

This had all taken place over a period of less than five seconds, and the heroes were left standing int the empty outskirts of Ponyville, their only company the shattered remains of Cozy Glow's walker.

"Well, this sucks," Spider-Man quipped, rubbing his sore shoulder. "Hey, magician guy? Any chance you could copy that trick and take us wherever they ran away to?"

"Unfortunately, no," replied Wong. "I have no idea where they went, and I have no way to perform any kind of tracking spell on them."

Steve cursed quietly under his breath. All that fighting, and they'd walked away with nothing to show for it but some bruises. He supposed it could've been worse. Nobody—or pony—had died, and they could go back to Earth from Twilight's castle.

Just as he opened his mouth to start issuing commands, a groan attracted everyone's attention. They all directed their gazes back to where the Pony of Shadows had fallen. The last layers of the creature's black magic skin were falling away, revealing the pony underneath. A very familiar pony, as a matter of fact.

"You know," said King Sombra, his voice weak and tired. "You probably won't believe me, but I'm actually happy to see you idiots this time."