It was a fine day in Manhatten, New York as Tony Stark AKA Iron Man was seeing his old teammates if they need any help, unfortunately, they didn't.
Have you noticed how often you lose bets with yourself? If I were keeping track I believe you'd owe yourself 15 million dollars. Jarvis his A.I told him.
"Don't worry Jarvis, I'm good for every digital penny," Tony swiped the screen to see Steve Rodgers AKA Captain America in battle.
You could just contact them, sir.
"No, we broke up the band for a reason. And as I predicted the world is doing just fine without us, I wonder what Twilight is doing... That's not good, Captain America can handle a couple of Hydra losers with one-armed behind its back," He saw the Cap's chances were going down and Tony saw the person he'd never wanted to see, Red Skull the Leader of Hydra. "Red Skull? He's long dead."
Sateliltes confirmed a match of body telemetry. It is him, sir.
"Upload those coordinates in my navigation and keep my eggs warm," Tony said as he put on his armor. "Skull busting makes me hungry."
Iron Man left out of the tower and hurried to Captain America.
"New toys, same old Hydra," Cap said as he threw a bomb that explode and sends the soldiers far. "Sorry, you came all the way back to chalk another L, Skull."
"Perhaps, perhaps not!" Skull shot back as he arms his guns aim at Cap.
"Just a few more seconds, Cap, I got your back," Iron Man was closing in on their location but was too late as Skull fired and after a few seconds, all that was left was his shield then Skull grab it.
"No!" Iron Man shouted as fired his repulsor blast at him but was blocked.
"So, the Iron Man does have a heart after all?" Skull asked.
"Drop the shield, you animal!"
"I think not. Consider it a symbol of a new dawn and your demise."
Several Hydra agents were riding sky-cycles and came at Iron Man.
"Jarvis, give a pre-play simulation now!"
Pre-play simulation.
"Scans show their tech is hard-wired to their central nervous systems. Hydra's never been that advanced. What happened to my pre-play sims, Jarvis?"
Are ready ahead of you, sir.
Iron Man took to the sky and fired his back rockets at them which exploded.
"Those guys are going feel that in the morning."
Armor Breach. System failure.
Skull used the shield and knock him off.
"You are nothing but a fool, Stark! Without your tech, you have nothing. No intact for battle. No fire to lead. You hid armor so you don't have to make hard choices for victory!"
Power is at 20%, sir. And you have a new problem teleporting in.
"Let me show you!" MODOK, Cozy Glow, Chrysalis, and Tirek appeared.
"Won't this be fun!" Cozy grinned.
"MODOK? Since when does he or the others team up?" Iron Man asked as MODOK used his technopathic powers to control his armor.
"MODOK has gratefully upgraded my army. As well aware, his technopathic abilities work wonder with machines."
"Even yours, Golden Boy!" Chrysalis cackled. "Enjoy your final, painful moments on Earth."
"We got what can for," Tirek said. "Let's make haste."
"Agreed," MODOK opened a wormhole and all five of them jumped in leaving the damage to Iron Man.
"This is bad, not only Cap is gone, but Skull has team-up with MODOK and gruesome threesome, I got no other choice. Jarvis activates The Avengers Protocol and while you're at it send a drone to Ponyville."
...
In Equestria, many creatures were going on their day without day, a bright and beautiful day was upon them and at the Castle of Friendship in Ponyville, Princess Twilight Sparkle along with her friends StarlightGilmmer and Sunset Shimmer were doing a little experiment.
*cough, cough* "Uh... there goes another one..."
Sunset pulled off her goggles, proceeding to shake the ashes off herself while Twilight and Starlight did the same. In front of the three ponies was a half-melted cauldron containing a Daring Do novel that was burnt beyond recognition. Two victims of yet another explosion resulting from a failed experiment.
Twilight threw her hooves up in exasperation. "That's the sixth one today!"
Starlight looked at her mentor. "You sure you wanna keep doing this?" she asked. "I don't think a potion that lets you recite an entire book's contents from memory is worth a hundred more exploded cauldrons or books."
Sighing in defeat, Twilight nodded. "You're right. I'm just glad you advised against using the extremely rare books." She shuddered, not wanting to picture her one-of-a-kind "1001 Nights In Saddle Arabia" going up in flames.
Levitating a dustpan and broom, Sunset proceeded to start cleaning up the mess in the center of the lab while Twilight gathered up her notes and then saw something that headed in their direction land right in front of them.
"What in Equestria is that?" Starlight asked.
"It's Stark drone," Twilight replied. "It looks like there's a message inside here."
"Why would Stark send a drone all the way here?" Sunset asked.
"Only one way to find out," Twilight said then the drone came on showing his face.
"Hello, Twilight, Starlight, Sunset, you may be wondering what's going on, to save the long explanation, it's time. I've activated the Avengers protocol."
"Is this legit?" Starlight asked.
"It's legit. We need you three and the others because, in recent events, the Red Skull has returned and made alliances with MODOK, Cozy Glow, and Chrysalis. Now, I know what you're thinking, hasn't the world moved on? But something's changed. You know my ego well to realize I wouldn't send this call if whip up a suit of armor and make the bad things go away. Whatever you're doing I guarantee it's nothing compared to this. Get to the mansion, ASAP. Your team is waiting."
"That's bad, Red Skull is back along with those three it can't be good, we need to get going," Twilight said as she open a portal to Earth.
"What about the others?" Starlight asked.
"They'll be there, I'm sure of it."
Back on Earth, Hawkeye, Thor, Celestia, Luna, Pinkie, and Applejack were riding on the Quinnjet.
"Called you three, huh?" Hawkeye asked. "Nothing big going in Valhalla tonight?"
"Yugensborg," Thor replied. "The Norse tree hurling competition and a festival the likes of which you can't even imagine."
"Ashamed we had to leave so, but never I heard Stark serious," Luna said in concern then out of nowhere a loud bang shook the jet.
"Whoa, nelly!" Applejack exclaimed.
"Whee!!" Pinkie cheered.
"Autopilot's out! Cross your fingers!" Hawkeye went to the front and switch to manual controls to keep it afloat.
"Done, you go hit whatever the heck hit us," Hawkeye said together.
"That suits me fine," Thor exclaimed as went outside.
"There's only one person who hit on a jet," Luna thought.
As for Thor, he went outside to Bruce Banner AKA Hulk hanging on the Avengejet.
"Hulk, you fool!" Thor exclaimed as he knocked him off with his hammer. "You'll kill us all!"
"Did you just call me stupid?" Hulk asked then punch him in the face.
"If's Hulk here, then where's..." Applejack looked around and saw Fluttershy hanging for dear life.
"Um, hi, care to lend a hoof," Fluttershy asked.
Meanwhile, Twilight, Sunset, and Starlight came out on the other side and saw Hulk and Thor land.
"Some things, never change," Sunset facehoof herself.
Both faced each other and prepare to fight, with Thor swinging the hammer at his face.
"Now this is a battle. It's been too long."
"Too long. Like your hair."
Both the heavy hitters ran toward each other until Hawkeye fired a flash arrow blinding them.
"Enough! You knuckleheads play tag and Manhatten gets a 9.0 earthquake. Thanks for reminding me why didn't work last time."
Moments later...
"Here what happening," Iron Man explained to everyone inside the mansion. "The Avengers are reassembling. Handpicked by me, under my command."
"Ha! You?" Hawkeye laughed a bit.
"No jokes. Not now. Cap is gone."
As Iron Man showed them a state of him the others had their heads down while Hulk punch the wall.
"One our own fell today, taken down by MODOK, The Gruesome Three, and the Red Skull. If there together now, not only our world is at risk but Equestria too, and we have a friend to avenge. Now, I know you all have reasons to walk out, but I can't do this alone. Can we set the past aside and work together one last time?"
"We are Avengers and the world needs us," Thor said.
"You can count us in as well," Twilight came in.
"You know me, point and shoot."
"We gonna hug now or can we go smash someone?"
Just as the Quinnjet took off, Black Widow and Rarity watched it take off.
"Widow here, the call wasn't a mistake, the Avengers are having a reunion. Going dark."
...
"I'm sure you never imagined I would outlive you," Skull said as gazed upon the shield.
"If you're done muttering to yourself, perhaps we should get to work," MODOK suggested.
"You been useful, MODOK, but do not forget your place," Skull reminded him then the alarm went off.
"So soon? I knew would be angry. Good."
On the Quinnjet
"I hacked every satellite there is to trace tachyon particles cross with teleportation," Iron Man said.
All data points to Antarctica.
"Whatever gets us smashing faster!" Hulk exclaimed as his mouth caught a can of mints.
"They're called 'mints' try a dozen."
"Hawkeye!"
"What? Can't look for the bad guys if I have to cut through his gamma breath to see'em."
Hulk grabbed him and had him dangling outside.
"See anything now?"
"Hulk!" Hawkeye shrieked then looked toward something. "Actually, you did me a favor green bean, eight o'clock!"
Then missiles came right at them, Thor, Celestia, and Luna headed out and took care of them before one knocked Thor out.
"Thor just got hammered. Step on it!"
Then the jet fired its afterburners, and Starlight and Sunset did their magic blasts and destroyed the remaining ones.
"I'm bringing us in closer, brace yourself," Iron Man said then the ship was out of control then MODOK appeared on his screen.
I thought you understood what technopath does to machines, Stark? Whatever I want.
"Change of plans, guys. Looks like we're gonna need someone to avenge us," Iron Man said as the ship exploded but not before Twilight saved everything in her forcefield.
"Everyone okay?" Twilight asked.
"Yes!" Everyone replied.
"Okay's that an ouch. Aparrnelty, MODOK's increased his range as well as his power levels. That stinks."
"You said it," Applejack agreed as they all landed.
"So, do any plan to vanquish our enemies?" Luna asked.
"Hit everything! Hard!" Iron Man said then took off.
"So, the plan is, there's is no plan," Hawkeye realized.
"I thought he was the smart one," Starltight implied.
"I like the plan," Hulk agreed.
Just as Hydra agents came topside, Iron Man fires his rockets at them blowing them up. Hawkeye did roll and fired a explosive arrow into a gun into two goons guns that exploded. Celestia fire a magic blast upon several which Luna did the same.
"I bet I can more minions than you, sister," Celestia exclaimed.
"I can do more, sister," Luna shot back then Hawkeye got in their faces.
"Hey, I'm fighting here!" Hawt=keye exclaimed.
"Fight somewhere else," Luna's horn glowed.
"Don't even think it..."
Luna used her magic on him and hurled across the island where Hydra goons had their guns aimed at him.
"I'm not with them."
Meanwhile, Rarity and Widow watch from safe distance.
"Anything new, Miss Window?" Rarity asked.
"Nothing new, as this what with Stark in charge," Widow exclaimed.
"My word."
With Iron Man, Twilight and Starlight....
"Wanna rethink the whole frontal assulat, idea?" Starlight asked.
"Trust me, just keep doing what do best, and let me handle it, we have the skull before..."
Before Iron Man continue his armor began fizzled by MODOK and a horde of Hydra agents.
"One dead Avenger isn't enough?" He asked. "There is nothing you that I can't mauipultate Stark. I will..."
Before MODOK had a chance to finish two flash grendeds came down and blinded him losing his grip on Iron Man.
"Tell me that someone being fashionably late," Iron Man said.
"It was darling," Rarity implied. "We just wanted to make sure that you needed us before we accepted."
"And of course, you do. No surprise," Window added as the others caught up.
Meanwhile
"Hey MODOK, might want to hurry up, Skull said it's time to begin. Cozy said to him on his screen.
"As you wish," MODOK teleported himself and the agents out there.
Back with the others
"Is it true? About Cap?" Widow asked.
"Yes," Iron Man answered.
"Then you'd better stop playing solo and actually lead this team before you lose more friends today."
"Alright, as a team."
"Great, now how can we find them?" Sunset asked.
"MODOK's cloaked. I can't find a hair on his big ugly head. Ideas?"
"How about scanned for Red Skull?" Rarity suggested. "He and Cap were both created by Super Soldier serum, wouldn't his blood isotopes that show up on a chemical scan."
"Rarity, that's not a bad idea," Pinkie said.
"Accessing the Super Soldier files...scanning for a chemical match, and there are two targets?" Iron Man was puzzled then took off heading deeper into the base.
"And we plan for a few seconds," Hawkeye groaned then many blasters popped out and started to shoot.
"Take cover!" Applejack exclaimed as Hulk carried Widow and Hawkeye and put them in a hole he created while the rest dealt with blasters.
Automated defenses have us pinned down. We need some tech help, now!
"Rub your brains together and come up with a plan. I'm too close."
Iron Man blasted into the heart of the base which MODOK off-guard.
"No!" MODOK got crushed.
"Knock, knock, MODOK," He joked then saw Cap and Skull tied to a machine. "Cap, you're alive."
He blasted the restraints off of him.
"I don't know what Skull's doing to you. Let's get you out of here."
"Iron Man?"
"Turns out you weren't fired, you were teleported. I can't believe I missed that. I'm glad to see you. The leadership is way harder than I thought."
"So, you left the rest behind...for me?"
"When you put it like that, it's bad but... how did you know they were here?"
"Fool!" Cap hit him with the shield having the voice of Red Skull. "As I said, you have no idea what it takes to be a leader of men. This body is mine!"
He threw the shied at him causing him to fall.
"Skull..."
"Not much of a futurist if you didn't see this coming, Herr Stark. I was dying. My body was ravaged by the very serum that had given me such strength all these years, "Skull explained while beating on Iron Man. "But why perish when was an alternative? MODOK was the key. His power transferred my being into a body where the Super Soldier serum actually worked."
MODOK freed himself then freed the others.
"We left my hated enemy to rot in my own walking corpse. I am the end of the Avengers!"
"This is going to hurt me more than it hurts you," Cap said while Skull's body punched himself.
"Cap, I hope that's you?"
"Auf wiedersehen!" Skull fired his blaster at them only to block by the shield and Cap fell down.
"You avenge me, Tony. Now lead them."
"Jarvis, As Sam and our rainbow-mane friend have left the tower?"
"Yes sir, but...
"Perfect. Then it's nap time for the big brain," Iron Man put Cap down and faces the villains. "You said before I didn't understand sacrifice. Let's see if I've learned anything."
Iron Man prepared to overload his core.
"Stop him before he can," MODOK shrieked but it was too late as Iron Man did EM Pulse Charge and shorted out all tech in the base. "EM Pulse shut down all the working tech in this base. Meaning your technopath can't do squat."
Then he fell down.
"In your borrowed face."
"*Laughs* Your armor is nothing but dead weight now. You did nothing but ensure your demise!" Skull scoffed at him.
"And I thought he was the smart one, that was dumb," Cozy was surprised.
"Even for me," Cap said.
"Wait for it..."
Just outside. a whistle came in flying fast and through the Hydra agents.
"Iron Man, Me, and Rainbow Dash are here. And the suit is awesome!" Sam said.
"Hit Captain America, hard!"
"Come again?" Rainbow asked.
"What is that horrible noise?" Chrysalis shrieked.
While covering their ears, Rainbow Dash and Sam hit Skull hard.
"Please tell me there was good reason for that, because I have always wanted to meet Cap, and knocking a guy out is not a way to meet your hero," Sam told him.
"Brian swap. And I thought I was your hero. What happened to the War Machine armor?"
"The Falcon Armor is just cooler."
"Falcon. Works for me."
"Heads, bird boy," Rainbow warned him as Skull threw the shield to wit they dodge only for Hulk to catch it and others came through.
"Cap?" Fluttershy asked.
"Not Cap. trust me."
"Who's the birdman?" Luna asked.
"His name is Sam Wilson. SHIELD Trainee," Widow explains. "Been moonlighting Tony in secret for months. It's what I do. By the way..."
You're fired, Wilson! Nick Fury showed on Widow's sting blaster.
"Welcome to the Avengers."
"Uh, thanks."
"Uh, guys, we got company," Twilight exclaimed as Hydra agents armed their weapons.
Power restore.
"Ah, that's the stuff," Iron Man as the armor was online. "Systems online and ready to go, so that means... Avengers assemble. Do you want a plan? Here it is."
"Hulk, Thor, Celestia, Luna, keep MODOK off balance. He can't concentrate, he can't take me out."
"Widow, Hawkey, AJ, Flutters, Dash, Rarity, and Pinkie get Cap into the brain-swapper thing."
"Falcon, Twilight, Sunset, Starlight, make the thing work. The Skull is mine. That acceptable plan, Mr.Hawkeye?"
"I'll let you know when it works."
Celestia and Luna did a blast of magic at a couple of Hyrda agents, then Sunset took out the sentry while Cap and Twilight dealt with Red Skull.
"I will have vengeance, Stark!" MODOK declared as he got up. "I was built to destroy."
Then Hulk and Thor appeared right in front of him.
"Together, then?"
"Why, not?"
"Move," Cap said as they move away before Hulk and Thor did then the Gammaclap sent MODOK hurling across the room.
"I guess you'll be sitting this one out? We good?" Iron Man asked.
"Great," Cap said the Skull ram through Widow and Hawkeye.
"Pathetic! This ends now!"
Before he had the chance, Iron Man fired his unibeam which made him drop the shield then Cap held him.
"I think you're right. You've scratched my body enough."
Cap punches him right in the face.
"How is the brain swapper coming?" Rarity asked.
"It's online ready to go," Starlight said.
"But not for long," Falcon came in. "Took a lot of damage when you pulsed it. "
"Consider it on-the-job training and make it happen," Iron Man as he took Skull to the brain swapper.
"You'll regret, this Stark!" Skull as he tried free himself.
"I hate seeing me, squirm," Cap got himself in the brain swapper. "Finish it, would you, kid?"
Falcon turned it on, and both Cap and Skull had their brains swapped back to normal.
"Did it work?" Fluttershy asked.
"Yeah, it works, I feel much better," Cap said. "Thank you."
"Here, your shield," Applejack toss him his shield.
"Thanks."
"No one messes with one of our own and gets away with it," Iron Man said.
"Avengers forever."
"Uh, don't dislocate your shoulder patting yourself on the back, fearless leader," Hawkeye joked.
"Leader?" Skull asked giving the group his attention. "All these years, all these battles and I've gone about it wrong. Thank you, Stark, for showing me what I must become. Spellcaster! MODOK!"
Spellcaster used his magic to create a spell circle to trap the gang while MODOK created a force field around them and Iron Man then took control of its armor.
"What...What are doing?" Iron Man started to lose it.
"What on the dark side of the moon is this?" Luna screamed.
"If I cannot have his body to keep me alive, I will take yours," Skull said as the armor popped off of him including the arc reactor.
"Iron Man is no more!" Spellcaster stated as the armor fused with Red Skull. "Long live the Iron Skull!"
"No!" Applejack and Cap cried then they ran toward them.
"Not so fast!" Cozy and others and blasted them away. "Hasla vista, suckers!"
Skull pressed a button MODOK chair and the bad guys were teleported out of there.
"Hey, Cap,' Tony turned towards him. "Remember how far I went to pull your butt out of the fire? Your turn."
To be continued