Doomwar

by Boltstrike58

Chapter 14: The Battle of Ponyville

Equis, Ponyville

The Pony of Shadows wasted no time in launching the first attack, transforming its wings into massive tendrils and sending them towards the assembled team. The Avengers merely leaped out of the way, while Luna and Starlight ensured that all the ponies were protected, casting a shield spell and blocking the masses of pure darkness from impaling them. Thor, ever the furious, responded with his own lightning blast, but Amora's magic managed to intercept the attack. There was no respite, as Cozy Glow's walker began raining bullets down on the team.

"Please tell me you have a plan, Steve," implored Bucky, using his arm as a shield. "Please tell me we're not about to be killed by a filly."

"How are we supposed to fight the Pony of Shadows without the Elements?" cried Starlight, dodging another shot. "We only have half the Element Bearers here anyway!"

Steve had assumed a defensive position, raising his own shield over his head as an umbrella. "We need to take out their heavy hitters," he grunted. "Rainbow, Sam, try to keep the pony in the walker busy. Thor, Vision, and Luna, you guys have the giant dark horse. Everybody else, keep the fight focused on us, away from Ponyville."

"On it, Cap," replied Sam, spreading his wing pack and taking off. Rainbow Dash followed right after him, with Vision, Thor, and Luna flying towards their own fight.

Meanwhile, the legion of evil began their own assault. Queen Chrysalis fired her sickly green magic towards Starlight Glimmer, who barely managed to raise her magical barrier in time. The Shocker added his own might, and the combined blasts, though still unable to penetrate Starlight's defenses, forced the unicorn to her knees. However, twin lines of webbing fired out of Spider-Man's web shooter blinded both the man and the changeling, and giving Starlight a reprieve. Applejack and Pinkie rushed up to them as they tried to rip the webs off, and bucked them in the chests, sending the duo flying.

Their little victory proved to be short-lived, as Ahuizotl's tail hand lunged towards the two earth ponies, seizing them in his vice-like grip. Pinkie and Applejack were dangled in front of the dog-like being's face, and he hissed angrily at them.

"As much as I despise Daring Do," he growled. "You have proven to be just as irritating as she!"

But before he could make a move, Valkyrie's foot came smashing into the side of his face, knocking him back and causing him to release the two ponies. Stretching out her arms, Valkyrie caught Applejack with one arm and Pinkie with the other.

"What kind of creature are you even supposed to be?" she asked, putting the ponies on their hooves, as Ahuizotl climbed back on all fours and snarled viciously.

"A real ticked off one, that's what," Applejack answered, adjusting her stetson hat. Ahuizotl came bounding towards the trio, who stood ready and willing to face him.

Meanwhile, Steve was busy fending off another attack from Batroc, who leaped into the air, kicking out with both feet, but only succeeding in drumming them against Steve's shield. The captain responded with a roundhouse punch, but Batroc managed to roll with it and nail Steve in the side with a spinning kick.

"Even with your shield, you are nothing against my newfound power!" he gloated in French. "Now I will rip that star from your chest and—"

He didn't get a chance to finish, as a pair of webbed boots came stomping on his face, sending him sprawling to the ground. Batroc uttered several French curses and he tried to get to his feet, only for Spider-Man to snag his face with a web line and backhand him, knocking him down yet again.

"That's Mr. Uncultured American Scum to you, pal!" joked the webbed-garbed teenager, webbing Batroc to the ground. "Sheesh, you're the most rude—"

Spider-Man was the one cut off this time, as his spider sense buzzed in the back of his skull. But the warning came just a second too late. A metallic, three-pronged claw lunged outwards and grabbed him by the neck, lifting him into the air. The metal tentacle swung the costumed teenager around, before releasing him, throwing him to the ground like a sack of potatoes. Peter grunted in pain, spitting involuntarily into his mask, and trying to climb back onto his feet. Before he could, another metal tentacle snatched him up, holding him high. Spider-Man was forced to face the source of the tentacles, a man wearing a brown trench coat and dark glasses, with four of the metal limbs sticking out of his back.

"Finally, we meet face to face, Spider-Man," snarled the man. "I've waited a long time for this moment."

"What are you talking about?" demanded Spider-Man. "I don't even know you—" He stopped, as the science nerd in Peter Parker's brain kicked in, and recognition dawned on him. "Otto Octavius?! But...you're dead! You died in that reactor accident!"

One of Octavius' limbs clocked the webbed-garbed teenage across the face. "Not quite dead, actually. In reality, I have...improved." The tentacle holding Spider-Man reared up and snapped downward, tossing its captive to the earth once again. "You've been hampering my attempts to retrieve scientific equipment from New York for months. Hindering my work. And for that, you're going to pay!"

Spider-Man coughed as he propped himself up with both arms, looking at the furious doctor descending upon him. He thought back to the wave of scientific thefts he'd been stopping in New York recently, now realizing he was seeing the face behind them. He leaped into the air as another tentacle came crashing down, slamming into the exact spot he'd been in.

"So are you the big cheese of these idiots, Dr. Octavius?" he asked, dodging a second tentacle. "Actually, what with these freaky new limbs, I think Dr. Octopus is more appropriate now."

"Keep mocking me all you want, you brat!" Octavius snarled. "It'll make it all the more sweet when my arms rip your heart out of your chest!"

Spider-Man caught the tentacle coming at him, swinging down the length of the limb, getting a clear shot at Octavius' face. He fired a blast of webbing onto his glasses, then leaped off the tentacle, attempting to rush off to help Captain America and the others. But before he made much progress, two of Octavius' tentacles slammed down in front of him, and the scientist managed to pry the webbing off his glasses with another.

"You're not going to escape me, spider!" he growled, throwing his remaining tentacle at Spider-Man. The costumed teenage didn't manage to dodge the next blow that slammed into his chest, but he did duck under the slash that followed.

"You know, I used to read some of your scientific journals," Spider-Man quipped, somersaulting out of the way of yet another attack. "You were pretty fascinating. I have to say, you're not living up to the ideal, though."

"You Avengers think yourselves so high and mighty," Octavius sneered, "but my master and I shall rework this world, and bring it into the light. You will be powerless against us."

Spider-Man fired two more webs at Octavius' arms, binding two together, while quietly filing away the information that there was, indeed, somebody above him. Or somepony, he supposed.

Meanwhile, Rainbow and Sam were attempting to deal with Cozy Glow and her giant walker. Flying high above, they were safe from getting stomped on at least. But it turned out that the thing was armed with machine guns and laser cannons, forcing them to put all their efforts into arial dodging, or be shot down.

"We don't seem to be making a lot of progress here, Rainbow!" yelled Sam, shifting his wings so that they covered his front, blocking a flurry of bullets. The action caused him to drop out of the sky, but he recovered quickly. "Any ideas?"

"Try to draw her fire!" Rainbow shouted in response. "I'll try to get in close!"

Sam was skeptically, but followed his friend's suggestion, drawing both of his pistols and firing them at Cozy Glow, knowing they'd only hit the side of the pod. The attack had the desired effect, causing the small pegasus to round on him, firing even more. The Falcon pulled back and fell into a steep dive, rocketing towards the ground, as a stream of Cozy Glow's attacks followed him. Rainbow, with her path now clear, angled herself, braced her wings, and zoomed towards Cozy Glow like a rocket, aiming to knock the filly right out of her cockpit.

However, fate had other ideas in store for Rainbow that day. One such idea took the form of Wind Rider, coming from the side and slamming into Rainbow Dash just as she was approaching Cozy Glow. He attempted to force Rainbow out of the sky, and send her spiraling to the ground, but she was made of stronger stuff. She furiously beat her wings to stay aloft, and both pegasi were soon left grappling with each other in midair.

"Will you just buck off already?!" she shouted, punching Wind Rider in the head. "I don't care about your stupid vendetta—!"

"Too bad, Crash!" retorted Wind Rider, retaliating with a punch of his own.

"Hold on, Dash, I'm comin'!" yelled Sam, turning around to try and help his friend. Unfortunately for him, Cozy Glow was too perceptive, directing more of her fire towards him, forcing him to swerve to avoid it.

Rainbow and Wind Rider continued to plummet towards the ground, until a turquoise magical tether came out of nowhere, snagging Wind Rider between the wings. On the ground, Starlight Glimmer yanked on her new line, pulling him off on Rainbow and slamming him into the ground.

"Thanks, Starlight, I owe you one!" yelled Rainbow, zooming off to help Sam again.

Starlight gave a brief sigh, before turning on Wind Rider as he got to his hooves. He did not look particularly pleased to have his revenge interrupted. Neither pony spoke to the other, as Starlight ignited her horn, and Wind Rider spread his wings. The two ponies charged each other, eager to fight.

Amora, at that moment, was battling Valkyrie, Pinkie, and Wong. The party pony danced around the mystical bolts, with Wong conjuring up shields in case she was too slow. Valkyrie was making use her combat skills to try and get close, but Amora's magic kept flaring, preventing her from doing any real damage.

"Ah, the Valkyries," Amora mused, blocking another sword strike from the warrior. "An impressive faction of fighters, but outdated."

"You're really starting to get on my nerves," protested Valkyrie, angrily punching at Amora's barrier, to no effect.

Fortunately for the well-meaning heroes, Amora was too distracted to notice the portal of orange sparks forming behind her, due to the magic of Wong. Pinkie came flying through the portal, nailing Amora with a hoof punch to the back of the head.

"Tag! You're it!" yelled the earth pony.

Amora rounded on Pinkie, but a portal opened beneath her, and Pinkie fell through before she could retaliate. Another portal opened to Amora's side, and Pinkie was launched through with a flying kick, clocking the sorceress again. The process repeated itself again, with Pinkie hitting Amora two more times.

"Tag, you're it! Tag, you're it! TAG, YOU'RE IT!"

But this time, Amora was ready. She sent out a magic hand construct, grabbing Pinkie by the throat and slamming her back against the ground. Holding up her other hand, Amora began gathering a ball of lighting.

"Stupid pony!" she growled, a few drops of blood flying out of her mouth. "I am the Enchantress! I-"

And that was when Valkyrie's boot connected with her stomach, knocking her backwards. For good measure, Wong opened a portal beneath the falling sorceress, and created its twin a good distance above ground, allowing Amora to fall some extra distance before slamming into the ground back first. Valkyrie, meanwhile, helped the party pony back to her hooves.

"You alright there, Pinkie?" she asked.

"Yeah, I'm good," replied Pinkie, sounding a little disheartened, "I wish she's stop being such a big meanie! Who doesn't like playing tag?"

Wong rolled his eyes slightly, but said nothing.

The most important battle of all was taking place in both the sky and on the ground. While the Pony of Shadows remained grounded, Vision, Luna, and Thor (riding on Luna's back) had flown above it, and were currently pelting the shadowy beast with their energy powers. Unfortunately, they didn't seem to be making much of a dent. The monster was merely laughing off the strikes, before morphing its wings into dark tentacles once again and sending them upwards, ready to impale the three Avengers. Luna managed to conjure up a bubble shield to block the attack, but just barely.

"Foolish mortals," hissed the Pony of Shadows. "You cannot overcome my sheer power. I shall feast on your corpses, and—"

"Oh, put a sock in it," snorted Thor, hurling his axe in boomerang fashion once more, crackling with loose lighting. The blade sliced off the pony's muzzle, and the lightning sent a shock through its system, but it quickly regenerated. Spreading its wings, the dark alicorn took off from its position, aiming straight for its three enemies.

"Okay, he can fly," Thor noted, catching his axe on its rebound. "I don't suppose either of you two have any better ideas to take him down?"

Luna hit the Pony of Shadows with another magical beam, pushing him down ever so slightly, but it clearly wasn't stopping him.

"Star Swirl himself wasn't a match for this being," she admitted, gritting her teeth. "He was forced to seal it in limbo, and when it came back, the only things that could defeat it were the Elements of Harmony!"

"Well, we don't appear to have those, do we?!" yelled Vision, as the Pony of Shadows sent another pointed tendril at him, but it simply phased through him. The android retaliated with another bolt from the Mind Stone, hitting him in the eye. "We need to try and combine our powers on a place where he can't intercept it!"

Thor thought for a moment, before an idea came to him. It was a risky one, but he couldn't think of anything else right now. He put his ear to his communicator.

"Cap," he said, zeroing in on Steve's channel. "I think we might have a way to take down the Pony of Shadows, but we need you to draw his attention. Can you do it?"

"Hold on!" yelled Steve, wrestling against Batroc, both men having their hands on the shield. "Get him on the ground! I'll take care of the rest!" He punched Batroc in the stomach with his free hand, driving the Algerian man back.

Thor relayed the plan to the other two, who immediately agreed, seeing no other option. Luna and Vision hit the Pony of Shadows with a double blast, knocking him backwards, before pulling back and going into a steep dive, Thor hanging on for dear life. The dark alicorn followed immediately, rocketing towards the ground, wings spread as wide as possible. He fired several dark magic beams from his own horn, but they missed their targets.

Landing on the earth once again, the Pony of Shadows charged its horn once again, preparing to open fire on its enemies, but before it could, Steve's shield came flying at the back of its head. It ricocheted off the skin of the dark alicorn, and back into Steve's hand, who chucked the shield at it once again. Grunting, the Pony of Shadows rounded on Steve, preparing to incinerate him with its magic.

"Now!" Steve yelled, raising his shield just in case.

Before the dark alicorn could blast Steve, Thor, Luna, and Vision all fired their respective blasts into its back, lighting it up with a massive firework of light, burning away at the shadowy skin. The Pony of Shadows screeched, standing up on its hind legs, as the combination of lightning, magic, and Infinity Stone energy ravaged its body. All three held their fire for a good length of time, but suddenly, the dark alicorn's horn began to spark with black electricity. With a sudden flash of light, it sent out a sphere of black lightning, slamming it into Thor, Luna, and Vision, sending them flying backwards.

The Pony of Shadows snarled with fury as it landed on its hooves once again. The newly created burn marks on its back began to seal slowly, healing its wounds. Its wings appeared out of its back once again, and it rounded on the three assailants once again.

"You thought you could harm me?!" hissed the beast. "Even combined, you three cannot destroy me! I am eternal! You cannot—"

Luna blasted it in the face, stunning it. "I'm with Thor. Shut up," she retorted, angry.

---

At some point, Wind Rider had lost Starlight, and then rushed off to take on Rainbow Dash once again. The unicorn, of course, had tried to follow to help her friend, but had been intercepted by Chrysalis, who'd dragged Garble along for the ride. She was currently fighting them both, taxing her magic to its limits. At that precise moment, Starlight was dodging Garble's fireballs, while Chrysalis, who'd conjured a massive green blade of energy around her horn, was taking swipes at her.

"Chrysalis, stop!" shouted Starlight. "I offered you friendship, you have no reason to do this to us!"

"No reason?!" spat the furious changeling, as though Starlight had just thrown the worst possible insult at her. "You destroyed my reign! You took away my hive! Everything I've worked my entire existence for!" She screamed as she stabbed into the ground, missing Starlight's side by an inch. "And I will ensure you pay for it!"

Starlight blasted the changeling queen in the face with a magical blast, throwing her back, and tried to run away. But she didn't get far before Garble dropped down in front of her.

"For the record, this isn't personal," he cackled, panting orange flames. "I hate ponies in general."

Starlight's only response was to ignite her horn, preparing to fire again, but Garble's claw wrapped around her neck before she could get a shot off. The dragon slammed Starlight against the ground with both hands, raising one up to deliver a finishing slash, until a metallic fist clocked him on the side of his head. With Garble dazed, Bucky lifted him up and hurled him aside, freeing Starlight once more.

"Thanks, Sergeant Barnes," said the unicorn, as Bucky helped her to her feet.

"I'd say call me Bucky, but somehow, I don't think this is the best time," replied the soldier, pointing behind her.

Starlight turned to find Queen Chrysalis advancing on them once again, her horn blade ignited and ready to slice. She aimed a vertical descending slash down at them, only for Bucky to dive to the side, and Starlight to teleport away. When Chrysalis raised her head, looking for her two targets, she was met with Bucky's foot colliding with one side of her head, and Starlight's magic beam hitting the other. This rattled her long enough for Starlight to engulf her old nemesis in her magic and toss her aside.

"You offered friendship to this nutbag?" Bucky asked Starlight, drawing a combat knife from his belt.

"Hey, I had to try!" protested Starlight.

Bucky just shrugged quietly, before the two charged Queen Chrysalis again.

Steve, meanwhile, wasn't having the best time himself, fighting off Batroc and Scorpion at the same time, being unable to get back to the Pony of Shadows. He raised his shield once again, blocking a stab from Gargan's tail, but taking a kick from Batroc in the process. While the captain was off balance, Scorpion wrapped his tail around Steve's chest, heaving him upwards and tossing him backwards. Steve was slammed into the ground with a painful thump, which was shortly followed by more pain, courtesy of Spider-Man getting thrown into him by Dr. Octapus.

The doctor began stomping over to the two pinned superheros, leaving them surrounded on three sides. Spider-Man and Captain America managed to climb to their feet, looking at the enemies gathering around them. As if to make things worse, Shocker joined the group of villains, his gauntlets sparking with energy.

"Somehow, this isn't going according to our plan," joked Peter, as the two managed to untangle themselves from each other.

"I'm rather painfully aware of that fact," Steve noted, tightening the straps on his shield once again.

"I don't suppose you have any genius plans to get outta this?"

"Do you?"

Neither man responded. They had nothing left to say. They merely raised their fists, waiting for the inevitable charge of the bad guys.

But before they could get in a fight they were destined to lose, a flurry of magical bolts in an unfamiliar red color came flying out of nowhere, pelting the bad guys. Octavius managed to shield himself with his tentacles, but Scorpion, Shocker, and Batroc were all sent flying. Seizing the opportunity, Spider-Man grabbed ahold of one of the tentacles, swinging him around and tossing him a good distance away.

"Where'd those shots come from?" yelled Steve, looking around frantically.

"Over here!"

Steve and Peter's eyes followed the sound of the voice, turning to find the source. Staring at them was a small, orange unicorn mare, with a fiery red and yellow mane. Standing beside her were three other ponies, none of whom were familiar to either man.

"Uh, hi," said the unicorn. "I'm gonna take a wild guess and assume that you're Steve Rogers? AKA Captain America?"

"Yeah..." Steve replied, wondering exactly who this pony was that they'd throw themselves into the middle of a massive battle between super humans.

"Thought so. Anyway, my name's—"

"Sunset Shimmer?!"

Starlight, having temporarily evaded Chrysalis, came rushing past the two men, galloping over to her fellow unicorn.

"What're you doing here?! Didn't Twilight tell you—" Then her eyes fell on the three ponies accompanying Sunset, and realization slowly crossed her face. "Oh...we set up that meeting to happen after the conference, didn't we?" Sunset nodded silently. "I knew we forgot something. So that makes you three the Dazzlings, huh?"

"Yes," replied Adagio. She looked past the two unicorns, staring at the two men. "Do you really go around wearing those ridiculous costumes?"

"Hey!" protested Spider-Man.

"Anyways, as you can see, the conference didn't exactly go according to plan," said Starlight, gesturing at the carnage erupting around her. "You should probably get back through the mirror, where it's safe—"

"Are you kidding?!" exclaimed Sunset. "This is an emergency, and you clearly need our help!"

"I'm kind of inclined to agree with Starlight on this one," said Steve, "You should—"

A massive bolt of black lightning struck the earth beneath them, sending the two humans and five ponies flying into the air. Thinking quickly, Starlight ignited her magical aura, creating a field of pure magic that enveloped all of them, preventing everybody from crashing back into the ground. She missed Aria by a second, only for Sonata to make use of her new wings, flying down and catching her sister with her forelegs.

As Starlight lowered the group to the ground, their assailant, the Pony of Shadows, advanced threateningly towards them, its wings morphing into a massive collection of inky tentacles, waving above its head.

"Pathetic humans," it hissed. "Almost as weak as these puny ponies. Now I shall exterminate you all and—"

Then it just stopped talking, looking past its enemies, up at the sky. Steve, Peter, and the ponies followed its gaze upwards, discovering what appeared to be a golden light, up in the highest reaches of the sky, rocketing towards them. Nobody could say for sure what it was, as it was much too far away.

"Karen, can you gimme a closer look at that?" asked Peter, tapping into his personal A.I.

"Certainly," replied Karen, and Peter's vision was suddenly magnified by several dozen, giving him a closer look at the object.

"Uh, Cap? I don't want to freak you out here, but that thing looks...humanoid."

Steve didn't reply, too busy staring at the object. It came faster and faster, the golden light blaring from around its body to embrace the entire landscape. The Pony of Shadows actually raised a hoof to cover its eyes. Peter, with his enhanced lenses, could see the person more clearly, and was the one who noticed when it raised an arm.

A thunderous blast of energy erupted from the fist, striking the Pony of Shadows directly between the eyes. The beast screamed as it was shoved backwards, the light burning a hole in its skin. The flying person then collided with the dark alicorn like a meteor, ramming it so hard that its hooves actually left the ground, slamming it through several trees, which collapsed in its wake. With that task completed, the figure then landed in front of Steve and Peter.

As the glowing golden light show died down, they started to see that the person was a woman, wearing a form-fitting red and blue costume, with a familiar star insignia on the chest area. Her bright red helmet retracted into glowing particles, her hair descending from the mohawk it was forced into and flowing freely around her face. Her eyes glowed with power as she stared them down.

"Where's Fury?" asked Carol Danvers.

Comments

[C20]

9815144
Captain marvel and sunset shimmer 😄arrives but what about the others 🤔

[Bumblebee16]

awesome

[C20]

9814750
Hey man 🙂 when the chapter you didn’t answer 😕

[Boltstrike58]

9856242
I literally just published it.