My Little Avengers: Part 2

by twilightsparkle3562

First published

The Avengers travel to Equestria in search of Thanos, not realizing that Grogar has killed him, leading up to the battle to determine the future of Equestria and the Entire Universe.

After Thanos mysteriously disappears during the Battle of the Sanctum, the Avengers go into Equestria in search of him not realizing that Grogar has killed him and has set in motion events that will lead to the battle to determine the fate of not just the Ponies of Equestria, but also the Entire Universe.

Chapter 1: "Grogar Takes Charge"

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Grogar, the first emperor of Equestria, had done the impossible…he had killed Thanos once and for all. Watching his pet Grizzly Bear, Scarface, eat at his rotting corpse brought a smile to his face. In his gold aura, he held a heart, but not just any heart:

It was Thanos' heart.

Without saying a word, Grogar turned around to let Scarface finish his meal while he turned his attention to the group of villains around his table.

"Listen, is there any reason why you pulled us away from getting access to Equestria?" asked Loki. "I mean, what are we even here for if you are not going to…?"

"Silence!" Grogar snapped, glaring at the god of mischief. "My plan to have you get close to Thanos has succeeded and it appears that you have come back to me, King Sombra."

Not wanting to stand in the presence of Grogar, Sombra attempted to leave through the shadows, but was stopped.

"You can't run from your problems, Sombra," Grogar remarked as he pulled Sombra back. "With Thanos disposed of, you shall now submit to me!"

Grogar pulled Sombra close to his face, but the king of the Crystal Empire wasn't going to let a tyrannical despot like Grogar get him down.

"I gave you a chance to conqueror your kingdom and you failed, so now you obey me!"

"I still refuse!" Sombra growled.

"Oh really?" smiled Grogar, sinisterly. "What makes you believe that I will let you have a second chance? You refused my deal, so now I send you back to the darkness."

Tapping into his necklace, Grogar prepared to cast a spell to send Sombra away, but he was stopped.

"Wait!" called Sonata, catching Grogar's attention. "Don't send him away! He's a good leader."

"Sonata," muttered Adagio Dazzle. "You aren't helping in the matter!"

"And neither are you three," Grogar remarked, walking towards the Dazzlings while holding Sombra in his magical grasp. "As far as I am concerned, you are powerless without your amulets."

Taking the secondary pendants made by Thanos, Grogar used his magic to crush them into pieces, much to the Dazzlings' horror.

"What did you do?" cried Aria Blaze. "What did you do?!"

Without saying another word, Grogar casted another spell that sent the Dazzlings from his sight.

"They are going back where they came from," Grogar said. "Where they will be nothing but powerless humans."

Throwing Sombra to the ground, Grogar held up the heart of Thanos high for all to see.

"Now, what do you see before me?" he asked the assembled villains.

"It's a heart," said Hela.

"But who's heart is it?" asked Red Skull.

"It is Thanos'!" cried Grogar and suddenly, his horns glowed a dark red as he pushed the heart into his chest, loudly yelling in pain. The villains watched in shock and disbelief as Thanos' heart was now inside Grogar, who collapsed briefly from exhaustion caused by the process. He then closed his eyes for a moment and finally opened them back up, his eyes now glowing red. "Which now resides in me!"

This made the other villains cower in fear as Grogar turned his attention towards Sombra.

"With the heart of Thanos inside me," he said to Sombra, who was beginning to become slightly scared. "Some of my power has returned to me. Now, I give you one last chance, Sombra. Swear your loyalty to me or suffer the same fate as Thanos!"

Not wanting to bow down to Grogar, Sombra fired a blast of his dark magic at Grogar, who merely shook it off.

"Very well then."

As Sombra readied to fire another blast of dark magic, Grogar chanted an incantation and two black strands of darkness came forward and wrapped themselves around Sombra's forelegs. Sombra tried to free himself, but was unable to. Sombra watched in horror as a black portal opened before him.

"NO! NO, I WON'T GO BACK!" he screamed. "YOU CAN'T MAKE ME! I AM A KING!"

"You are a king," Grogar replied, smiling at his actions before turning sinister. "A king of fools!"

Loudly screaming, Sombra was sucked into the portal still attached to the black strands of magic. The other villains were horrified at what had happened.

"Now," Grogar said, turning around to face them. "Does anyone else wish to defy me?"

A tense silence filled the room as Scarface came in with his muzzle covered in Thanos' blood.

"Good. Because from here on in, you will serve me and me alone! Understood?"

With very little options, all the villains bowed to Grogar, including Loki, who couldn't help but feel troubled at what had just happened. Suddenly, Grogar disappeared from view in a tornado of darkness much to the villains' shock. Little did any of them realize that right outside, Grogar's three minions from Equestria were watching while holding a book in their grasp.

"Did…did you see that?" whispered Cozy Glow, the Pegasus filly. "He just sent…"

"I did see it," whispered Tirek, the Centaur. "We've got to figure out how to control the bewitching bell before he finds out."

"It won't be easily with all those strange creatures around," remarked Chrysalis, the ousted Queen of the Changelings. "For now, we work in secret. Understand?"

And the three villains disappeared into the shadows, determined to stay hidden as much as possible.

Meanwhile, at an Asylum on the outskirts of Gotham City, the resident heroes Batman and Robin were bringing a mentally unstable man dressed in the clothes of a scarecrow as he ranted on at the top of his lungs.

"I am the master of fear! The lord of despair! Cower before me and witness terror!"

But his ranting was briefly interrupted by a young woman with her blonde hair in pig tails.

"Hi, Professor Crane," she said.

"Good evening, child," he replied, giving her a small smile before going insane again. "Worship me, you fools! Worship me! Scream hosannas of anguish to Scarecrow, the all-terrible God of fear!"

Taken away by orderlies, Professor Crane was thrown into his cell that he shared with another man, a meek man who was dressed in purple and had a stovetop hat with the numbers 10/6 on the left side.

"You didn't fare well, again?" the man said.

"Of course not," muttered Professor Crane, letting out a loud groan as he sat down. "Batman bested me again. Sometimes, I even wish if I am just wasting my time getting to him."

"There is always a second chance, my dear Jonathan, you know that."

"How could I not know that, Jervis?" sighed Professor Crane. "Perhaps it might be time to maybe go after someone else instead of Batman and his sidekick, Sparrow."

"Uh, Robin, his name is Robin, Jonathan."


Suddenly, the two men noticed a strange flowing of dark magic appear before them and out stepped Grogar, much to their shock and amazement. They had never seen a creature like him before.

"Who…who are you?" asked Jervis, his legs trembling.

"You may call me…Grogar."

"Grogar?" remarked Professor Crane, equally shaking in fear. "What a strange name. I don't know you and yet…I fear you."

"And you call yourself the master of fear," Grogar said as he approached the two men, much to Professor Crane's shock. "Yet, you fear me."

Grogar placed his front left hoof on Professor Crane's cheek. Taking it away, he felt a wetness on his hoof.

"And…you perspire. Heh, heh, you are the model of what I want my enemies to do once I conquer Equestria."

"Equestria?" asked Jervis. "What is Equestria?"

"A land that will soon be mine," answered Grogar. "And I've come to recruit you to take part in my plans."

"Um, if you don't mind my asking, Mr. Grogar," suggested Jervis. "Your offer seems very pleasable, but neither of us can help but wonder how you know who we are."

"I've seen what the two of you have done in this…this…Gotham City. Thus, you are both the perfect candidates for what I intend to do to conquer Equestria. Join me and if my plan succeeds, then you shall both be greatly rewarded."

Both Jervis and Professor Crane looked at each other with confused expressions, not realizing of the roll that they were about to play.

Back in New York, the Avengers were tending to the brainwashed citizens that up until that moment were serving Thanos and his minions.

"So, we were brainwashed?" asked Principal Celestia to Sci-Twi.

"Apparently so," answered Sci-Twi. "That Sombra teacher must have casted a spell to make you go rogue. But, you are all safe and that's all that matters."

"Yeah, but we don't know where the purple people eater went to," remarked Pinkie Pie as she helped Sunny Flare and Lemon Zest to their feet. "I'd like to get my hands on him."

"Well, you can't," said Dr. Strange as he was being treated for his injuries along with Sam and Steve Rogers. "Because according to what I saw, we must carry on alone."

"What you saw?"

"He's omnipotent," said Tony, treating himself with his injuries. "He can see the future and what he sees is Thanos disappeared into horseville."

"That's Equestria, Mr. Stark," corrected Peter Parker, much to Tony's chagrin.

At that moment, Dr. Strange got to his feet and motioned for all the Avengers to gather round, even those who were helping with the injured, both mentally and physically.

"What is it, Doctor?" asked T'Challa.

"We need to go into Equestria and find Thanos," he said. "As far as I am concerned, he might have joined forces with a greater evil."

"What greater evil?" asked Steve Rogers. "Is it someone we know?"

"Either way, we've got to act fast if Thanos gets what he wants," added Bucky, sitting down and reloading his gun. "What do we do?"

There was only one solution to the problem.

"We go into Equestria and look for Thanos ourselves," said Dr. Strange, much to the shock of the gathered Avengers. "By any means necessary."

A few moments later, a streak of gold light flew across the sky and landed in front of the sanctum. The light subsided to reveal a young woman with blonde hair, dressed in blue and red.

"Sorry I was late, Dr. Strange," said the woman. "I guess that…"

"It's all right, Captain Marvel," interrupted Dr. Strange. "Better late than never, I suppose. I need you to take all of Thanos' victims back to their homes and then meet up with us back in Equestria. That is, if you know where it is."

"Don't worry," replied Captain Marvel. "I know how to find my way."

Rising into the air, Captain Marvel used her powers to teleport the Canterlot High Girls and their fellow humans back to their homeland.

"Look, I know it's wrong of me to butt in here," said Scott Lang. "But maybe I should get a hold of Hope and brief her on what is happening."

"I've already reached out to her and her parents," said Dr. Strange. "They are going to be meeting us in Equestria."

Scott felt shocked at what he had just heard.

"Um, what? Ex…excuse me, why are you bringing Hank and Janet into this as well?"

"You will see in due time, Mr. Lang. Now come on, we must prepare to head to Equestria."

And the Avengers followed Dr. Strange into the Sanctum, preparing themselves for their mission to find Thanos, not realizing that his eaten corpse was already being buried by the other villains Grogar had assembled.

Chapter 2: "Traveling to Equestria"

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The Avengers had defeated Thanos and his army, but not the way they wanted to. Now, they were back in the sanctum, trying to figure out what to do next for as far as they were concerned, Thanos was still alive…and there was only one thing to do…

Travel to Equestria.

"Seriously, Dr. Strange?" remarked Peter Parker. "You want us to go to Equestria? But…but, are you sure that what we should do?"

"Of course, kid," added Tony with a hint of sarcasm in his voice, sitting down in a chair next to his protégé while looking at Dr. Strange. "If Doctor Magic Man here thinks that a cartoon land is real, then we should believe him."

"I know it's real only to those who believe, Stark. Trust me, you will believe. As far as I am concerned, Thanos wasn't pulled down under his own accord. Someone wanted his powers."

"The Gauntlet?" asked T'Challa.

"Yes, your highness, but not just the Gauntlet."

Activating his magic powers, Dr. Strange produced a hologram of Thanos before using a different spell to only show Thanos' skeleton.

"What is this?" wondered Peter in a hushed voice. "A science class, Mr. Stark?"

"This…" explained Dr. Strange. "Is what whoever brought Thanos away is seeking from him. Look at his chest."

All of the Avengers looked intently at the x-ray as Strange carefully magnified the hologram towards the spot on Thanos' chest he wanted the Avengers to see.

"It's…his heart," remarked Steve, placing his damaged Captain America shield against a wall. "Why would someone go after Thanos' heart?"

"Because, Captain Rogers," replied Dr. Strange. "Thanos' heart holds not just the power of the Gauntlet, but his spirit as well. If his heart is taken out of his body, his spirit is also removed from the body."

"So basically, Thanos is in that heart," said Wanda.

"That is correct, Miss Maximoff. Thanos is impossible to capture as we all know. That's why the only way to true capture him, is to extract the heart from his chest."

"But," added Rhodes. "What if whoever it is that took Thanos underground had already extracted the heart from him?"

It was at this moment that Dr. Strange removed the hologram altogether.

"That is why," he said quietly to Peter. "We need to go into Equestria because if Thanos is still alive, we can capture him before his heart is extracted. Now, keep in mind that this is not mandatory. If you wish to back out of going to Equestria, please speak now or forever hold your peace."

This made Tony and Pepper give each other a rather awkward glance at one another. Dr. Strange waited for anyone to back out, but none did.

"Very well then," he said. "We leave at once."

It was at that moment that Steve spoke up.

"Wait a minute," he said. "Someone should at least dig deep into what Thanos was doing near Canterlot High. If there is anything Thanos had left behind there, we could use it to our advantage."

"Cap's right," added Sam. "If any case, Bucky and I can go with him and then we can catch up with you later."

"Yeah, I'll go as well," added Scott. "Being a father myself, I know what these kids are thinking. And, by the way, my daughter watches Friendship is Magic and Equestria Girls."

"All right," said Dr. Strange, knowing that he had to find a sense of flexibility with the four Avengers. "You shall go and see what Thanos might have left behind. There is a portal to Equestria in front of the Canterlot High School. Once your investigation is completed, you shall travel to Equestria from there."

"You got it, Doc," said Bucky, getting up to reload his gun.

"As for the rest of you, prepare yourselves. We leave immediately."

At that moment, Dr. Strange then proceeded to cast a spell as a shot of gold light came out from his fingertips and proceeded to surround the remaining Avengers. The light lasted for a few minutes before disappearing from view.

"Okay," scoffed Tony. "What was all that about?"

"When a non-Equestrian enters Equestria, they automatically become a pony, Tony," answered Dr. Strange. "This is a spell that protects us from becoming ponies."

"Why would you do that?" wondered Peter. "It wouldn't be so bad being like one of the ponies of Equestria."

"And what if Thanos attacks us while we are ponies?" reminded Dr. Strange. "If he does attack, we wouldn't be able to defend ourselves."

"Listen to my friend, the Doctor, Pete."

Awkwardly, Peter said nothing as Dr. Strange casted another spell on the cauldron of cosmos that pulled the Avengers excepted for Steve, Sam, Bucky and Scott through into Equestria.

"So, what do we do now?" asked Bucky, looking over at Steve.

"We gather evidence and check on those affected, Buck," Steve answered. "Because you never know what may be useful in the long run."

Meanwhile, at Arkam Asylum, Grogar was still trying to recruit Jervis Tish and Professor Crane into his ranks.

"Reward us?" wondered Jervis. "How would you reward us?"

"Yea of little faith, I see?" remarked Grogar, looking at him intently. "Tell me something, Jervis, didn't you have a human female you were in love with once?"

A scowl came onto Jervis' face upon hearing this.

"I did," he answered crossly. "But then Batman took her away from me."

"What if I can reward you by bringing her back to you?" offered Grogar. "And with the powers of my bewitching bell, I can force her to love you back."

The more Jervis listened, the more excited he had become.

"As for you, Professor Crane," he said, turning his attention towards the disgraced educator. "You were dishonorably discharged from your place of employment, yes?"

"I was, Grogar. I was a professor who loved to frighten things: people, animals, all the same. Why, I became obsessed with fear's crippling power. You know how it is."

"Well, I can tell you that if you join me, I can help you get your position back."

Professor Crane was delighted to hear this news, but Jervis wasn't so sure.

"But what if Batman…?"


"Batman is our enemy, the one who put us in this situation to begin with," explained Jervis. "There is no question that he will go after us in…wherever it is you are taking us to."

Just then, a strobe of light flashed through the hallway and Grogar realized he needed to act fast.

"You must go," whispered Jervis to Grogar. "If they catch us…"

Acting fast, Grogar tapped the powers of his necklace and managed to teleport himself, Jervis and Professor Crane out of the cell. The orderly on duty saw the flash and raced over to the cell, only to find Jervis and Professor Crane gone.

As quickly as they had disappeared from Arkam, Grogar and his two new recruits found themselves back in his lair.

"Where are we?" asked Jervis.

"This is my lair," answered Grogar, leading them down the steps towards the lair's main floor. "Where you shall call home for a brief period of time until our goals are completed. Now, follow me and I shall give you your assignments."

Without saying a word, the two enemies of Batman followed Grogar into his crystal ball room where several villains were lounging in.

"Who are these two fools?" asked Hela, stretching and flexing out her wings. "What do they want?"

"They are here to join our ranks, my child," answered Grogar. "I have plans for them."

"What about the rest of us?" asked Red Skull. "And for that matter, Herr Grogar, what about Ego and Herr Tomes?"

"Patience, my red headed friend," said Grogar with a small smile on his face. "It is apparent that they will most likely fail to finish the task that has been assigned to them. Besides, our new recruits have talents that I would put to good use."

Turning towards his crystal ball, Grogar activated it and showed Vulture and the ponified Ego still trying to find their way through streets of Canterlot.

"Look, why don't we just give in and admit that this is all a waste of time?" suggested Adrian. "Grogar will understand."

"Oh, he'll understand, all right," replied Ego sarcastically. "When he makes you pay with your life. Do you want him to go after your wife and daughter?"


"Then shut up and do as you are told!"

Suddenly, Ego looked up and saw a series of fans blowing on some of the castle's rooftops.

"They must have increased the security of the castle," said Ego. "It will be difficult trying to get in."

At that moment, the two villains looked to see a pair of guards standing in front of the courtyard.

"But there is a way," said Ego, laughing quietly under his breath as he charged up his horn, pointing it right at the guards. Firing a blast, the guards were struck in the chest as Ego and Vulture moved towards the castle doors. The sounds outside caught the attention of Bruce and Sunset, who ran out to see what was happening.

"What the hell?" gasped Bruce looking down towards the running unicorn and fast flying vulture. "How did they…?"

Leaping over the castle wall, Sunset guarded herself at the doors, stopping Vulture and Ego from going further.

"Stop right there!" she yelled, her horn charging, but Ego wasn't listening, firing a blast of magic from his horn, to which Sunset quickly shielded herself from. Enraged by what was happening, Bruce leapt over the wall and the Hulk came out in a pony form. Roaring loudly, the Hulk reared on his hind pony legs, determined to protect Sunset Shimmer.

The commotion also caught the attention of Tempest Shadow, who ran down the hallway while Princess Celestia followed.

"Fizzlepop, what is it?" she asked.

"Trouble," answered the broken horned unicorn. "Follow me!"

No sooner did Tempest open the doors did Vulture suddenly take notice. Knowing that Grogar would severely punish him if he didn't fight back, Vulture flew down at Tempest Shadow, trying to use his claws to strike at her.

For several minutes, the two reformed mares did everything in their power to defend the castle from the invaders along with the Hulk, but it was easier said than done. Finally, it took a blast of alicorn magic from Princess Celestia that knocked Vulture out of the sky. Seeing this chance, the Hulk followed suit, pummeling Ego hard onto the ground.

"Your highness," cried a female guardspony. "What happened? Is anypony hurt?"

"No one," gasped Princess Celestia, looking down crossly at Ego and Vulture. "But, take them to the dungeons. I would like to have a few words with them."

Ushering several more guardsponies, Celestia, Sunset, Tempest and the now-calming down Bruce watched as the two trespassers were taken away.

"I don't know what is going on, Princess Celestia," gasped Sunset. "We just saw them charging for the doors and…"

"You did what you had to do," Celestia reassured her former student. "All of you. Once they are settled into their new accommodations, I'll have a few choice words for them."

Meanwhile, at that very moment, the Avengers found themselves at the edge of the Everfree Forest in Equestria, still in human form thanks to the spell Dr. Strange placed on them.

"Is this Equestria?" asked Tony, looking up the wooded area. "Or is it the backwoods?"

"It is Equestria, Stark," answered Dr. Strange. "We are in the Everfree Forest."

No sooner did Dr. Strange say those words was a low growling sound heard. Sensing this, Dr. Strange turned around and fired a blast of his magic at the intruding creature, revealing itself to be nothing more than a cockatrice, that quickly flew away in fear.

"Keep your wits about you," said Dr. Strange. "This is Equestria and nothing is at it seems."

So, the Avengers were about to begin their hunt for Thanos, not realizing that he was already dead…

Chapter 3: "The Dungeons of Canterlot"

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Ego and Adrian were led by the guardsponies down to the dungeons of Canterlot following their attempted entry into the castle. As they walked, Adrian more and more began to have second thought about his whole participation in this charade. But, the chain that was placed around his neck made it impossible for him to think things through.

The two trespassers were then led into a rather disturbing room filled with devices used for torture and other acts.

"Put them on the rack," ordered one of the guardsponies who took Ego and placed his forelegs and rear legs in nooses. Adrian was led to a second rack and a noose was tied around his neck and talons. Once they were tied down, Princess Celestia entered the room with Tempest, Sunset and the Hulk at her side.

"I suppose you are wondering why I have brought you down here, yes?" said Celestia, sternly looking at the two criminals.

"You're going to kill us, aren't you?" asked Ego.

"No," replied Celestia, firmly walking over to the bounded Ego. "I want answers! Answers to why you attempted to storm Canterlot Castle tonight!"

"And don't even think about trying to weasel your way out of this," added Tempest. "You will be punished to the fullest extent of Equestrian law regardless of what happens. Now, tell us! Are you connected with King Sombra in any way?"

It was apparent to Ego that he was determined that he wasn't going to give in. He merely glared at Princess Celestia almost giving her a dirty look.

"King Sombra?" scoffed Ego. "Why should you ask me? For that matter, why don't you ask Grogar?"

Still, Celestia didn't believe anything that was being said. Motioning to the guardsponies manning the rack, they turned the rack stretching out Ego's body, causing him to cry out in pain.

"Grogar is nothing more than a legend!" said Sunset, crossly. "King Sombra, on the other hand, was in cahoots with a creature called Thanos! You seem to know him."

This made Celestia drop her guard and turn towards her former student.

"Thanos? Who is Thanos?" she asked, taking her attention off of Ego.

"A plague, a locust!" answered Bruce, looking over at Celestia with a worried expression. "He invaded planets! He took what he wanted! Everything he did against the Avengers was all his doing."

"Then, what does he have to do with Equestria?"

"His powers," gasped Adrian, much to Ego's dismay. "He…he destroyed them so that his work could stay…permanent. Somehow, he…must have learned the Avengers killed his past self and was revived along with Sombra."

"Who revived Sombra?" Tempest asked Adrian, hastily going over to him.

"Someone…that used to rule this land long ago. The legend you speak of, Princess, he is real."

A horrified look came onto Celestia's face as she sat back down on the floor of the torture chamber.

"So, he's back," she whispered. "Grogar has indeed returned if what you say is true."

"Of course, he is back!" shouted Ego. "As we speak, he is assembling an army to take everything you love for yourself!"

"But, what about Thanos?" asked Bruce. "He's got to be alive somewhere! I'll alert the other Avengers, maybe they can help us out!"

Suddenly, at that moment, Natasha's ghost appeared in the room, floating over towards them.

"Nat! What's going on? Where have you been?"

"The Avengers are in Equestria," the ghost of Black Widow answered. "Supposedly looking for Thanos."

Meanwhile, at the edge of the Everfree Forest, the Avengers were huddled around each other in a circle as Dr. Strange produced a map of Equestria for all to see, similar to the one in Twilight Sparkle's castle.

"All right," he said. "This is the map of Equestria. It's my belief that Thanos could have gone to any of these locations. I propose we split into teams of two and cover each town and city in this land. We search high and low and don't rest until Thanos is captured."

"Look Doctor," interjected Tony. "All of us know how capable Thanos is. I mean, you saw what he did to even try to get in here. Hell, I wouldn't even be surprised if he has already found a way to make the Infinity Stones whole again."

"Thanos is powerful, but he isn't that powerful," remarked Rhodes. "For that matter, has anyone contacted Thor and the Guardians?"

"Yeah, nobody has heard from them ever since my funeral," said Tony. "Just because the Avengers are disbanded in the proper sense of the word, it doesn't mean we can't still be together."

Suddenly, Dr. Strange pointed towards the location of the Crystal Empire with his finger.

"Why are you pointing there?" asked Peter Parker.

"Because it appears that Thor and the Guardians have been sent to protect the rulers there," answered Dr. Strange. "I'll send a message to Thor and inform him of what is happening. For now, we need to focus on finding Thanos."

Using his magic once again, Dr. Strange fired several small blasts of magic at the map and in the blast's places, were small holographic images of the group in two smaller groups.

"This is the plan," Dr. Strange explained. "King T'Challa, you and Clint will cover Las Pegasus."

The king of Wakanda nodded his head in acknowledgement.

"Colonel Rhodes," said Dr. Strange. "You shall go with Spider Man to Manehattan."

"Like Manhattan?" asked Peter.

"Yes, kid. Like Manhattan," said Dr. Strange, turning his attention to the three female Avengers. "Mrs. Stark, yourself, Scarlet Witch and Spider Woman shall cover Appleloosa."

Pepper acknowledged her assignment and joined together with her fellow female Avengers.

"Tony, you and I will cover Ponyville and Canterlot."

"What about Captain Rogers and the others?" asked Peter.

"They are covering the areas surrounding the Equestrian Human World. Once they are done with their search, then they will come here and assist us."

With that said, Dr. Strange casted another spell sending each pair to their selective location in Equestria to find any trace of Thanos.

Just then, Grogar had watched the interrogations going on in Canterlot and realized he needed to move onto the next phase of his plan.

"Well, it appears I was right," Grogar remarked. "They had indeed failed to carry out their mission. But, my name has already struck fear into Princess Celestia herself. So, they haven't failed entirely."

"What was their mission exactly?" asked Loki, a bored look on his face.

"To prepare Canterlot for my arrival, of course," answered Grogar. "However, now that Equestria knows that I am no longer just a legend, this seems like the perfect opportunity to start the next phase of our plan.

"How are you going to do that?" asked Hela as Grogar touched his necklace and disappeared…

Suddenly, Grogar found himself in limbo and slowly walked over towards the pony a few moments earlier, he had returned to this darkness.

"What do you want?" asked Sombra in a sulking voice with his back turned to Grogar. "I know what you want me to do, but I refuse."

"I've come with a proposition for you, Sombra," Grogar said. "A proposition to give you a large amount of what you desire. It appears that your chance to rule Equestria, was, how shall I say it? Very greedy of you. But, what if you just focus on your original goal and leave the rest of Equestria to me?"

Still, Sombra kept his back to Grogar.

"Why you can get your kingdom back," Grogar chuckled. "You can be the ruler you once were, you can make your own laws and all that stuff."

Suddenly, Grogar's chuckles turned into an evil sneer.

"But, this deal comes on the agreement that you submit to me at last," he warned. "As supreme ruler of Equestria, you shall be responsible for ruling under my command."

Sombra considered what Grogar was saying to him. After all, he wanted nothing more than to take all of Equestria for himself. This was a compromise that was being offered to him and nothing else.

"All right," Sombra sighed, turning around to face Grogar with a hint of defeat in his voice. "As long as I can rule the Crystal Empire, I shall submit to you. What do you want me to do?"

"Why to eliminate the rulers of the Crystal Empire, of course," Grogar explained, producing a picture of Princess Cadence, Shining Armor and Flurry Heart in the throne room. "And…the creatures who are protecting them."

His eyes wide open, Sombra watched as Grogar produced pictures of Thor and the Guardians of the Galaxy.

"Who are they?"

"They call themselves the Guardians of the Galaxy," explained Grogar. "However, the leader is an Asgardian known as Thor. He wields the powerful weapons Stormbreaker and Mijonir, so beware them both."

Grogar then proceeded to cast a spell and bring forth an army of Crystal Ponies wearing the mind control masks Sombra had created long ago.

"Of course, Sombra," laughed Grogar. "You can't conquer without an army, can't you?"

An evil smile came onto Sombra's face as he saw the army of mind controlled Crystal Guardsponies standing before him and already picturing himself back where he belonged…on the throne of the Crystal Empire.

Elsewhere, Steve Rogers and his companions had begun their investigation into Thanos' involvement around Canterlot High School. Sitting in the office of Principal Cadence, they listened closely as Principal Cadence answered their questions.

"It just happened out of nowhere," she said. "Up until Crystal Prep's recent competition with Canterlot High during the Friendship Games had we never heard of this so called 'Equestrian Magic.'"

"Can you tell us how many of your students were supposedly kidnapped aside from the five girls in question?"

"We've done several psychiatric meetings with students," answered Principal Cadence. "And the events of recent had completely traumatized them."

"But, do they remember even being mind controlled in the first place?" asked Sam. "Normally, mind control can completely erase everything in your mind?"

"Is that true?" asked Bucky to Sam.

"Of course, it is," answered Sam. "As someone who was once mind controlled, I'm surprised you don't remember, Bucky."

Still, the investigation was young and Steve had to make his companions focus on the task at hand.

"Look, perhaps maybe we should interview the five girls kidnapped from here by Thanos," suggested Scott. "I mean, if it was my daughter among those girls, believe me, I would want to know the truth."

"Are they in class right now?" Steve asked Principal Cadence and the young head of Crystal Prep Academy pushed the intercom button calling for Sour Sweet, Sugarcoat, Lemon Zest, Indigo Zap and Sunny Flare to come up to her office.

Back in the dungeons of Canterlot, Celestia had Ego released from his bonds and forced him to bow at her feet.

"Why are you freeing me?" he asked.

"Because you are going to lead me right to Grogar," answered Celestia. "And the sooner you lead us to Grogar, the sooner that any potential threat is neutralized."

"Princess Celestia," advised Sunset. "You should know that Grogar is very dangerous to deal with alone. I mean, we should wait until…"

"You get Twilight and the others and have them meet us as soon as possible, Sunset! Fizzlepop, you and your companions also go with her!"

Not wanting to pick an argument, the two mares watched as Celestia led Ego out of the dungeons with two guardsponies holding spears at his back.

"Something tells me that Celestia might be going in prematurely," whispered Sunset to Tempest. "What do you think we should do?"

"Hope for a distraction to come I guess," Tempest whispered back. "If there is one thing I learned from working with the Storm King is that no one goes into anything prematurely."

No sooner did Tempest say those words at that very moment did Sombra emerge from a portal made by Grogar and began to advance towards the Crystal Empire…

Chapter 4: "Wrath of Ultron"

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Thor and the Guardians of the Galaxy now found themselves in a new position. They came to Equestria with the purpose of thanking Princess Luna for protecting Gamora's spirit. Now, here they were in the Crystal Empire, assigned to protect the Empire, it's rulers and its citizens from the growing threat that was Grogar.

Attempting to get acquainted with his new ponyfied body, Quill was fast asleep in his quarters when he heard a knock on the door.

"Go away, I'm trying to sleep," he muttered, but the knocking grew louder until finally, he couldn't ignore it any longer. Rolling out of bed, he went to the door and opened it using a hoof, but struggled to do so. "Damn pony legs! Who is it?"

"Mr. Star Lord?" the voice on the other side called much to Quill's irritation and the door pushed open by a Crystal Guardspony. "You are wanted by the Crystal Prince and Princess."

"What do they want?"

The guardspony pointed his spear at Quill's chest.

"All right, all right, don't be so pushy!"

Grunting, Quill followed the guardspony towards a conference room where Cadence, Shining Armor, Thor and the rest of the Guardians were waiting.

"Well, look at this," remarked Rocket. "Beauty sleep interrupted, Quill?"

"Shut up, Rocket," Quill muttered, before turning his attention towards the two rulers. "Is there any reason why you would wake me up from a sound sleep, dudes?"

"That is either your highness or their real names," advised Thor, raising an eyebrow at his fellow guardian. "Believe me, I was awakened from a sound sleep, we all were."

"I am Groot."

Quill merely rolled his eyes in disgust as Cadence and Shining Armor began the briefing.

"Now that we are all presented and accounted for," began Shining Armor, placing a series of pictures on the table. "Night patrol reported that an army is circling around the empire. We have no denying the fact that it is King Sombra."

"Who is this King Sombra?" asked Drax.

"He's the former ruler of this kingdom," answered Shining Armor. "Not too long ago, he came back and attempted to take the Crystal Empire back, but Twilight and her friends stopped him."

"When we heard that they had destroyed him again in Canterlot," added Cadence. "We thought that he would be gone once and for all. Unfortunately, that isn't the case."

The looks on the faces of the two rulers made Thor fully understand what was at stake. He had dealt with tyrannical rulers before, especially with his own brother.

"What do wish for us to do?" he asked.

"The last time Sombra infiltrated the Empire, we were caught by surprise," replied Cadence. "This time, he seems to be giving us a warning by circling the Empire. Ever since this news broke, we have been mobilizing our forces by the numbers."

"And you wish for us to fight this Sombra dude?" asked Rocket only for Cadence to silent nod that they were going to fight. "Is this part of what Princess what's her name wants us to do?"

The realization that Sombra was going to be confronted again gave a sense of confirmation that the Crystal Empire and Sombra were going to attack again.

"I will fight," said Drax, firmly standing up from the table. "For the protection of Flurry Heart, I will fight this Sombra creature."

The rest of the Guardians were amazed to hear this coming from one of their own.

"Drax…" Mantis started to say but couldn't finish her sentence, she was so moved.

"If you're going to fight, then so will I," said Thor, reaching to pull out his axe, Stormbreaker. "Whoever this King Sombra is, he will fall like Thanos fell, at the mercy of my weapon."

Thor placed his hoof against the blade of the axe, rubbing it down. He had killed Thanos with it and now, he was looking do the same.

"We'll fight as well, Thor," said Gamora. "I may be a ghost, but I will fight as well."

This made Quill drop his tough guy persona and admire how determined his girlfriend was to defending the Empire.

"And besides, I wish to say my thanks to the one who saved my spirit by defending her homeland."

"I am Groot," gasped Groot, not believing what he was hearing either.

"Very well then," said Cadence. "As of this moment, all of you are fighting on behalf of the Crystal Empire…Guardians of the Galaxy."

Meanwhile, on the outskirts of the Crystal Empire, Sombra watched as his forces prepared to mobilize around the Empire. But, he was still bitter over not being able to claim the Empire for himself.

"King Sombra," said an officer wearing one of Sombra's hypnotizing masks. "The troops are in position. Let us attack now while their guard is down."

"No," Sombra replied, turning around to glare at the officer. "Unlike last time, I am ordered by that fool, Grogar on when to attack. When I know, you will know. Understand?"

Saluting Sombra, the officer backed away as at that moment, a portal opened and out stepped Red Skull, now in the form of a red unicorn pony.

"And what are you doing here?" Sombra asked, a hint of disgust in his voice.

"I was ordered to aide you by Herr Grogar," replied Red Skull. "Given my military background, I…"

Sombra raised his hoof in silence, stopping the former Nazi from saying another word.

"Grogar sent you here?" he asked, turning his head away in disgust. "I should have known he would do this. He wants me to play by his rules."

"All he wants is for you to work with him because that is the only way to defeat our enemies."

Sombra refused to listen to Red Skull, instead looking back again towards his empire that he was seeking to reclaim for himself.

"The rest of us are working together. Why not you?"

"Go away," Sombra whispered, his attention focused entirely on the Crystal Empire. "Go back to Grogar."

"I cannot, Herr Sombra, unless Herr Grogar sends me his portal to bring me back."

Sighing in disgust, Sombra had no choice but to accept what was given to him. Instead, all he could do was watch as his forces continued to take their positions.

"If only Thanos were here right now," the tyrannical king thought to himself.

Back in his lair, Grogar watched as Sombra's army continued to assemble. But as he was watching what was going on, he had a more immediate matter that popped up on his crystal ball. Looking down, he saw the captured Ego being forced to lead Celestia and her forces towards his lair.

"So, it appears that Celestia is trying to pay a visit to me, isn't it?" Grogar thought to himself. "Perhaps this would be a perfect opportunity to show her my power."

Stamping his left front foot down, Grogar summoned the robot android, Ultron before him.

"You summoned me, master?" the Android asked.

"Yes," Grogar answered. "Princess Celestia has Ego captured, forcing him to find this location. Go and greet her for me, won't you?"

Acknowledging this command, Ultron was dispatched from Grogar's view while the blue ram watched from his crystal ball. Little did he know at that moment that yet another signal was coming in. Checking it out, he saw that the Avengers were already in Equestria. Stamping his front left hoof again, he managed to catch the attention of the two Asgardians, Hela and Loki.

"Must you interrupt me while I am working on my latest hobby?" Loki remarked. "I just happened to be writing a sonnet and…"

"SILENCE, Asgardian!" Grogar snapped, glaring at Loki with a hard stare. "We have unusual visitors in Equestria. Go and spy on them."

"At once, my emperor," replied Hela, much to Loki's irritation. "They'll not be able to escape us."

"Good, now go at once!"

Tapping into his necklace's powers, Grogar sent them away as Scarface came into the room, his muzzle still covered with the blood of Thanos.

"It's so hard to get good help these days, Scarface," sighed Grogar. "Why can't I have servants that are willing to submit to me?"

A low growl came from Scarface upon hearing this as Grogar stroked his pet bear's head. Grogar was right, all he wanted was to rule Equestria under his brand of darkness. In his mind, was that all too much to ask for?

Meanwhile, the Avengers had split up in the search to find Thanos leaving Dr. Strange and Tony to work together on covering Ponyville and Canterlot. No sooner did the Avengers split up did Dr. Strange suddenly felt a surge of magic strike him.

"Stop, Tony," he said, his body shaking. "We have a more immediate crisis."

"What do you mean, Doctor?" Tony asked watching Dr. Strange shake profusely. "What is the more immediate crisis that you are babbling on about? Will you quit doing that? You are going to give me a seizure like those kids in Japan 25 years ago."

Ceasing his shaking, Dr. Strange tapped into his powers and began to detect the presence of the intruder.

"There is a creature," said Dr. Strange. "A creature that the Avengers once defeated. His name is…Ultron."

Tony couldn't believe what he was hearing. Ultron, a creature of his own design that caused the near destruction of Sokovia, was back.

"Son of a bitch," he muttered, quickly activating his Iron Man armor. "We've got to stop him before he does any damage."

"But we need to find…"

"Thanos can wait, Doctor," Iron Man interrupted. "Right now, we've got to send Ultron back to the scrapyard."

The master of the mystic arts watched as Iron Man flew into the sky while he followed not too far behind.

At that moment, the captured Ego brought Celestia and her platoon towards the edge of Mount Filimanjaro.

"Is this where Grogar's location is?" she asked in a stern voice. "And don't lie!"

"I am positive," said Ego. "This is where he is hiding."

But, Celestia wasn't buying it. She could detect a liar when she sensed one.

"You lie," she hissed, pulling Ego to her face.

"I swear on my life, this is it!" protested Ego.

Suddenly, they felt a rumbling sound beneath them followed by the sounds of robotic movements.

"Your highness…" cried one of the guards as the sight of a red laster beam came from behind the trees. Watching in shock, the guardsponies fired blasts of magic at the disturbance, revealing itself to be Ultron. The robot cackled in delight as he fired laser blasts at the small platoon of guardsponies. Reacting fast, Celestia fired a blast of her magic at Ultron, only for it to also be deflected.

"Hello, Princess Celestia," laughed Ultron. "May I call you sunbutt? If you fight, I'll kill you. I'll just…break your horn, okay?"

Seeing this as his moment to escape, Ego broke free of his bonds and disappeared while Celestia looked up and stared in horror at the mercy of the homicidal robot, who swung his arm at Celestia, throwing her to the side of a rock. Firing a laser blast, Ultron attempted to finish Celestia off, when he suddenly felt another magic blast hit him in the back. Looking up, he saw Iron Man fly down, firing laser blasts at Ultron.

"Stark," Ultron cried, attempting to swat Tony like a fly. However, acting fast, Tony managed to dodge his robot's advances.

"You know, after the whole Sokovia thing," he remarked. "I thought you had learned your lesson, but I guess not."

Snarling, Ultron continued to try and have his way with Tony while Dr. Strange appeared at that moment, using his magic to pull Celestia to safety.

"Who…who are you?" Celestia whispered, looking up at Dr. Strange weakly before falling unconscious. Iron Man clashed with Ultron for a few more minutes before retreating with Dr. Strange. Once he was gone, Ultron turned and looked down at the grateful Ego.

"Thank you, Ultron."

But Ultron said nothing as he led Ego back towards Grogar's lair while Celestia was returned to Canterlot and soon, Iron Man and Dr. Strange would make their presence known in Equestria's capital city…