Avenging Nightmare

by Bronze Inkwell

First published

When Nightmare Moon is sent to the MCU, will she finally get what she has longed for?

When the stars aligned to give their power to the Queen of Nightmares, something else over rode that power, sending her to a far off world. Now in the hands of S.H.I.E.L.D., she has a choice. Join the Avengers, or be kept as a science experiment. Seeing the fame Tony Stark and Steve Rogers have, the choice is clear.

Featured May 25th of 2022: Thank you guys so much! I just posted this, and you guys really seem to like it.

Featured May 31st of 2022: Again?! Y'all are insane, thank y'all so much for liking this so much.

Featured June 6th of 2022:
Y'all really like this story that much, huh? Well, as long as y'all keep reading, I'll keep writing.

Featured June 24th of 2022: Why does this keep happening?!

The Arrival

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Loki took the tip of his spear away from Barton's chest, moving to another S.H.I.E.L.D. agent to do the same thing he did to Barton. While he did that though, Fury reached up to take the Tesseract. But as he moved, the Cube activated once more, but in a much more uncontrolled way. The cube let out a large shockwave of energy, which was directed away from them. Suddenly, there was the sound of glass shattering and then the sound of a body rolling across the floor.

Looking at the source, the 5 men left in the room looked at the sprawled out body of a pitch black equine form, that had a mane and tail which moved like a nebula cloud and shimmered like the night sky. "Go." Loki commanded Barton to investigate as he went back to warping the mind of the other S.H.I.E.L.D. agent. Barton walked over, scanning the body with a quickness and preciseness a normal human wouldn't be able to keep up with.

If Barton looked away now, he would be able to paint a portrait from memory alone with incredible precision. The equine creature was unconscious, with small pieces of armor around its body. But as he looked over the tail, it moved to show the true gender of the horse-like creature. Another thing to note were the wings and horn of the creature.

But as he finished his observations, and Loki finished corrupting the S.H.I.E.L.D. agent, there were two simultaneous clicks, alerting them to Nick Fury, who was getting to his legs with a briefcase in hand that held the Tesseract inside. "Please don't," Loki said, turning to Nick Fury. "I still need that." Nick looked over his shoulder to Loki while responding with,

"This doesn't have to get any messier."

"Of course it does, I've come too far for anything else." At this Nick turns fully to look at Loki dead in the eye. "I am Loki, of Asgard," Dr. Selvig looks up from where he is checking on an injured female scientist to Loki with a bit of surprise on his face. "And I am burdened with glorious purpose." Loki says in a way most deranged super villains speak when they speak of their plans. Dr. Selvig stands from where he is while saying with a bit of surprise in his voice.

"Loki, Brother of Thor." Loki looks at Selvig, an intense hatred burning behind his eyes. Nick raises a hand placatingly, trying to defuse the situation.

"We have no quarrel with your people." This made Loki snap back to Nick, with a bit of snark in his voice.

"And an ant has no quarrel with a boot." This set Nick on edge as he asks,

"Are you planning to step on us?" Loki begins to walk over casually to Selvig as Barton returns to stand beside the mind controlled S.H.I.E.L.D. agent.

"I come with glad tidings," Loki then turns back to Nick, "of a world made free." Nick barely cocked his head and made himself sound curious.

"Free from what?"

"Freedom," Loki says with an almost 'priest' like tone. "Freedom is life's great lie." Loki said, planting a foot behind him. "And once you accept that… in your heart," Loki stops, turning to Selvig and pressing the tip of his spear to Selvig's heart. "You will know peace." Barton looks up at the gathering residual energy left over by the Tesseract, and immediately knows what is happening as Nick speaks up once more.

"Yeah you say peace, I think you mean the other thing." Barton walks over to Loki, saying,

"Sir, Director Fury is stalling. This place is about to blow, and drop a hundred feet of rock on us. He means to bury us." Nick smiled and frowned internally. Smiled because he knew Loki didn't take away all of Barton, but frowned that he got found out so quickly.

"Like the Pharaohs of Old."

"He's right," Selvig says as he looks at the readings of a computer screen. "The portals are collapsing in on themselves. We have maybe 2 minutes before this goes critical." Loki immediately looks to Barton and says his name, causing him to whip out a pistol and shoot Fury in the chest. The four then make their way out, completely ignoring the body of the black mare as Loki just passes it off as an odd mix between a pegasus and some weird horned space horse. A few seconds later Nick coughs while pulling out his radio, his other hand pulling a bullet from his ballistic vest. "Hill, Barton's been compromised." Nick coughs again as he lets go of the radio, staggering to his feet as he makes his way over to the black mare.

Picking her up, he slings her over his shoulders with her front legs and back legs in front of his chest. Holding onto them, he then tries to leave as fast as he can, trying to not let either of them be hit by falling debris. As he leaves, he lets go of the mare's bottom legs to hold his communicator. "He's got the Tesseract, shut them down!" He lets go of the radio, and grabs the mare's bottom legs again. Taking as many shortcuts as he knew to get to the surface. Eventually he reached the exit which led him to a heli-pad that already had a helicopter ready for take off.

The lamp posts around the base were shorting out, sparks flying from overloaded circuits, showering Fury and the mare. His com sparked to life once more, the voice coming from it he recognized as Agent Coulson. "All clear upstairs sir, you need to leave." Fury grunted in affirmation as he hefted the mare into the helicopter before jumping in himself. He waved to the pilot to take off, which he did, pulling up on the stick to make the helicopter lift from the ground. Right as the helicopter lifted off the ground, Nick saw the ground bulge and crack right under the helicopter.

As the helicopter got higher, the ground bulged and cracked more. Then, blue light shone from the cracks as a muffled boom came from below the base. Following this, the small bulges became a massive bump the size of a small hill. The ground then began to cave in, buildings and other things like lampposts, benches, shrubbery, were now being swallowed by the expanding sinkhole. Nick Fury could only watch in fascinated horror.

This much destruction was just the byproduct of the Tesseract being used. And what would happen if its true power were to be used? Could an entire city be wiped from the face of the Earth? A whole country? A whole Continent?! As he watched, he heard over the roar of the helicopter rotor of the pilot. Looking towards him, he saw the pilot pointing down. Looking, Nick saw Loki in the back of a jeep, speeding away. Nick was about to tell the pilot to follow them, but paused. Looking back, he gazed upon the unconscious mare.

He wanted to follow, but then he could be potentially putting an alien civilian life at risk. Gritting his teeth, Nick shook his head. The pilot nodded, and began to fly in the direction of the closest SHIELD base. Nick glared at Loki's smug expression as they went different ways. "Director." Nick barely heard coming from his radio. "Director Fury do you copy?" It was Coulson. Grabbing his radio and pressing the receiver, Fury replied.

"The Tesseract is with a hostile force." Looking back, he once more looked at the unconscious alien horse. "And I have one alien in custody. It's unconscious, but unharmed and alive. As soon as we get back to the Tricarrier, I want it analyzed and kept under heavy watch. Hill?" Not even a second later, a new voice replies.

"A lot of men still under, don't know how many survivors." The voice belonged to Commander Maria Hill. Other than Coulson, Hill was his most trusted agent.

"Sound the general call. I want every living soul not working search and rescue looking for that cube."

"Copy that."

"Coulson, get back to base. This is a level seven. As of right now, we are at war." There was a period of silence before Coulson responded with a question.

"What do we do?" Nick stayed silent, knowing he had planned for this ever since Kara. Taking in a breath, he let it out. "We'll talk about it once everyone is on base." Fury put his radio away, and sat back in his seat. There was so much going through his mind, but even with the Tesseract missing and Thor's brother on the loose with said cube of nigh infinite power, his mind still was wrapped up by the mystery right next to him. Now that they weren't in danger, Nick decided to take a closer look himself.

The horse was wearing some kind of sparkling light blue armor, though it looked more ornamental than having any real use. A large horn which was about 7 to 9 inches long jutted out from the helmet it wore. Though how the horse or its owner took it off, he hadn't a clue. Strangely, he found it wore some kind of eye shadow, making her eyelids a light sapphire blue color. Her wings were a very sleek shape, the feathers flat and almost appearing sharp. There were two marks, one on each flank. It was a dark violet miasma around a white crescent moon.

He would have thought it was an ink splotch if it weren't for the perfect crescent of the moon and the fact her fur actually was that color upon closer inspection. The hair was what really threw him off. The mane and tail seemed to have a mind of their own, still moving in a relaxed wave. He could see small sparkles in its hair, like the mane and tail were cut from a cartoon's night sky. He thought cartoon because, instead of the hair also being black like a night sky on Earth is, it was a dark blue, with a more opaque lining at the ends. Similar to a cartoon's night sky where they use dark blues and purples instead of black.

In all, a very beautiful horse, alien as she may be. Nick found himself stroking the horse's neck, wondering what had happened to make this thing appear.

It was almost time. Almost time to take her revenge. The stars slowly moved closer, and she could feel their power fueling her magic. Once they were in the right alignment, she could finally break the seal that had weakened, and she would be free! Glaring at her world, she felt more and more magic fill her. Then, when it reached its zenith, she let it all out on making a portal back to her world. She laughed manically as she dove through.

However, at the last possible moment, her spell was overridden. The surge that changed the location of her spell's portal exit also surged into her body, making it fall limp from sensory overload. In her last bits of consciousness, she saw a metal room that was illuminated by blue light.

The monster and introductions

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On the edges of a small Southern American town, was a little house, well, calling it a house was generous. It was more like a shack with how thrown together it was. Inside were two very unknown individuals. One was Bruce Banner, the other, Natasha Romanoff. "This," Natasha said, holding up a cell phone which had a picture of a glowing blue cube. "is the Tesseract." Natasha puts the phone on a nearby table, and pushes it over to Dr. Banner. Bruce takes out a pair of glasses and puts them on his face, before picking up the phone to get a better look.

"So what does Fury want me to do, swallow it?" Bruce asked, looking back up to Natasha. Natasha rests her arms on the table, crossing them.

"He wants you to find it. It's been taken. It admits a gamma signature too weak for us to trace. There's no one that knows gamma radiation like you do." Natasha sits back, uncrossing her arms. "Otherwise, that's where I'd be." Natasha pauses, before continuing. "And there's… something else. However we would have to be in a more secure area before I give you any details." Bruce raises an eyebrow, wondering how much more secure the area would have to be as he sets down the phone.

"So Fury's not after the monster?" Bruce asked, taking off his glasses.

"That's not what he told me." Natasha replies cooly.

"And he tells you everything?" Natasha pauses, before beginning to lean forwards.

"Talk to Fury, he needs you on this."

"Needs me in a cage?" Bruce more stated than asked.

"No one's gonna put you-" Suddenly, Bruce slams his hands on the table while yelling.

"STOP LYING TO ME." Immediately, Natasha pulled a gun that had been strapped underneath the table, stood up, and pointed the end right at Doctor Banner's face. Both were still for a few moments before Bruce backed up a bit. His soft demeanor returning as a smile appears on his face. "I'm sorry, that was mean. I just wanted to see what you would do." Natasha doesn't back down, but Bruce could see her muscles starting to relax. He puts his hands up in a placating manner as he continues talking. "Why do we do this the easy way, where you don't use that." He points to the gun.

"And the other guy doesn't make a mess." He said, pointing at himself. "Okay? Natasha." After a brief pause, Natasha lowers the pistol, before raising a hand to her right ear.

"Stand down, we're good here." She says into the hidden mic. Outside, a small battalion of soldiers lowered their guns and electric nets, most relieved they wouldn't have to see what they would have to use that stuff on.

"Just you and me?" Bruce asked with a questioning tone. Natasha just lowers her hand, looking at him with an expectant look. "Heh, I should have expected that. It's the other guy after all." Once the two were safely aboard a Quinjet, Natasha began to explain his other role.

"When the Tesseract opened a portal, something came out. Something we've never seen before." Natasha said, going through the gallery on the phone.

"I'm sensing there's a lot of that coming from that cube." Bruce said, taking the phone once Natasha handed it out for him to take. What he saw made him balk.

A pitch black winged unicorn with a mane and tail made of the night sky. Bruce looked up at Natasha, confused shock written over his face. "We don't know anything about this creature, but there seems to be some kind of energy radiating from the mane and tail. If a lightbulb is moved close enough, it'll turn on or begin to flicker. We don't have a lot of experts on biology, much less exobiology, so Fury thought she could be a side project while you help us look for the cube." Bruce ran his hand through his hair, knowing this would be the opportunity of a lifetime.

"I'll… figure out what I can, but I don't have much experience in exobiology. Heck, I don't think anyone does." Natasha nodded, knowing something was better than nothing.

Nick was standing in the bridge of the Helicarrier, overwatching the jobs his men did. However, that was soon interrupted by a silent alarm on one of the screens in front of him. "Hill, I have something to check on, keep them on track." Hill nodded, replacing her spot which was a few feet behind and to the left of Fury's spot. Nick made a brisk speed walk to the research center, where the black horse was furiously ripping off sensors and fending off medical and research personnel. However, as soon as Nick walked in, all personnel stopped what they were doing. The horse noticed this, and turned her attention to Nick.

Nick could feel her scanning his body, trying to see what made him command so much respect out of everyone in the room. Walking right up to her, he looked her right in the eyes. "I hope you have a good explanation as to why you're scaring my people and giving them so much trouble." He saw that the horse immediately sensed his no-nonsense attitude, and he appreciated that it was soon returned in kind.

"One of those cretins tried to stick something on mine horn." The horse glared at a nervous research assistant whose hand was being bandaged by medical personnel. Nick walked over, and tried to view what he could. Heavy burns, possible nerve damage if the twitching was anything to go by. Almost like he had been struck by lightning. Nick looked from the hands, back to the horse.

"I'm guessing the horn is a no touch space where you're from." Nick guessed, which earned him a nod.

"As well as my wings." She flapped them, and she glared at the sensors still attached to them. "Repulsive things." Her horn lit up, and the sensors were ripped off. However, doing so resulted in some of the fur and feathers to be ripped off. Nick hummed, reminding himself to tell the research and medical personnel to use gentler adhesive when it came to applying the sensors.

"I'm sorry about that, but we needed as much data as we could get. You're a non-native species to our world after all." The horse paused, before slowly looking him in his eye.

"That last part, say it again." Nick sighed, knowing what was gonna happen next.

"You're a non-native species to our world." Nick made sure to emphasize that last word, to make sure the message got through. The horse looked from him, to the lab around her, to the other personnel, and gave a sad sigh.

"I knew it. No mind from Equestria can make up even a margin of things here, much less how distinct all of you are." Nick was pleasantly surprised she took it so well.

"I'm sorry, but even if we knew where your world was, we don't have the technology to reach it. So for now, you're stuck here." The horse nodded, laying her head back down on the provided pillow.

"I assumed as such… may I ask, what is your name?"

"Nick Fury. But everyone calls me Fury." Fury introduced himself, causing the mare to do the same.

"And I am Nightmare Moon, Queen of the Night and ruler of Equestria." Fury was a bit surprised at the mention of her being royalty, but didn't let it show. Though Fury could take a guess that this horse was a tyrant, based on how she was dressed and her name.

"Queen of the night, huh? How'd you get that title?" Nick asked, making himself sound impressed.

"Why, by raising and lowering the moon each night, of course. There is also my job of setting up the night sky. And lastly, my dream walking ability." Nightmare added that last bit as an afterthought. One of those, Fury could believe.

"Raising and Lowering the Moon?" Fury asked, sounding skeptical. Nightmare blinked, and looked at him.

"Does- does that not happen here?" Fury shook his head. Nightmare was shocked, and her horn lit up.

"Impossible. But, it seems completely natural. Then why doesn't it work like that in Equestria?" Nightmare had a contemplative look on her face. For as long as she remembers, somepony always had to raise and lower the sun and moon. When she asked her sister, she didn't know either. They tried to ask Starswirl, yet he didn't have an answer either. Nopony knows why, and nopony will likely ever know.

"What, is your moon stuck in the sky for some reason?" Nightmare nodded, causing Fury to blink in shock. "You're not joking? Your moon is literally stuck in the sky if you don't move it?" Another nod.

"As well as the Sun, but it is my sister's job to do that." Fury just shook his head.

"And here I thought the craziest thing I would hear is Stark would stop making weapons." Nightmare was confused at that bit, but passed it off as an inside joke. Before they could continue, there came a voice from his radio.

"Director Fury, they're here." Natasha, punctual as always.

"Sorry to cut this short, but I have to get some work done. Please cooperate with the staff here. I'll be sending someone later that is a bit tamer than the rest of these people when it comes to trying to explore the unknown." Nightmare nodded, and asked one last thing.

"Can I get some food? I'm starving." Nightmare felt humiliated having to ask that like a commoner, but here, she might as well be one. Nick nodded, and pointed to another research assistant.

"You, head down to the mess hall and get her what she needs to eat… speaking of, what do you eat?" Fury asked, actually a bit curious.

"I'm a herbivore, if that is what you are asking. And I believe your species is an Omnivorous one?" Nick nodded, surprised at her deduction. Nick stood and left after that, needing to return to his duties as the Director of S.H.I.E.L.D.

Time for action

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Fury stood in the center of the bridge of the Helicarrier, watching as the carrier flew higher into the sky. One could hear various people saying things as they worked at their stations. Fury could feel as three very important people walked into the bridge. That, and he could see them in one of the screens around him. "We are clear." Agent Hill started, backing away from her console and turning to face Fury. "All engines operating. Shield emergency protocol 193.6 in effect. We're level sir."

Fury nodded, and responded with a command. "Good. Let's vanish." Hill turned back to her console, and gave out the order.

"Engage retro-reflection panels." Fury turned once he was given the all clear that all the panels were operational. There he saw a very well built man looking in awe of everything around him and another man, who was Bruce Banner. Fury started to walk towards them, and as he did so did the man everyone knew all too well. Steve pulled out a roll of cash, and gave Fury a 10 dollar bill. Fury took it, and looked at it for a few moments before putting it in a pocket. Hill turned her head to look back at the quiet attractive Captain behind her, and watched as he walked past her to gaze out of the large windshield in front of them.

Meanwhile Fury had walked up to Bruce Banner. "Doctor, thank you for coming." Fury said, holding out his hand to shake the doctor's. Bruce hesitated for a second, before reaching his hand out and accepting the friendly gesture.

"Thanks for asking nicely." Fury could hear the hint of sarcasm in his voice, but waved it off. "So uh, how long am I staying?"

"Once we get our hand on the Tesseract, you're in the wind." Bruce nodded, turning to look behind Fury at the many consoles in front of him.

"And where are you on that?" Bruce asked. Instead of Fury answering him, it was Agent Coulson.

"We're sweeping every wirelessly accessible camera on the planet. Cell Phones, Laptops, if it's connected to a satellite, it's eyes and ears for us." The next person to speak was Natasha Romanoff, who was crouching beside a console that had a picture of Clint Barton's face in one of the corners.

"It's still not gonna find them in time."

"You have to narrow your field." Bruce spoke up, making Fury turn to look at him from where he was looking at Natasha. "How many spectrometers do you have access to?"

"How many are out there?" Fury asked, wondering where the doctor was going with this as he crossed his arms.

"Call every lab you know, tell them to put the spectrometers on the roof." Bruce said as he took off his jacket. Looking at Agent Coulson. "Have them calibrate them for gamma rays." Bruce turns back to Fury as he folds his jacket over his arms. "I'll rough out a tracking algorithm, basic cluster recognition. At least we can rule out a few places." Fury nodded, liking the sound of that. "Do you have somewhere where I can work?"

"Agent Romanoff," Fury said, turning to his best spy, "could you take Doctor Banner to his laboratory please?" Romanoff stood up, and made to walk past Fury. She was stopped however when Fury whispered into her ear. "She's awake, after he gets the tracker done, take him down to see her." Romanoff gave a slight nod as she continued to walk away, walking up to the doctor who began to trail behind her.

"You're gonna love it doc, we got all the toys."

Once Banner had finished making the tracking algorithm, Natasha escorted him down to the med-bay, where a very annoyed Nightmare Moon had her mouth open as a dentist looked inside. "Remarkable cleanliness, aside from your recent meal, and not a tooth out of place. Though these fangs here don't really look like they belong in the mouth of a herbivore." The dentist said as he backed away.

"Yes, well, Alicorns tend to always have or be in perfect shape. Though, my sister's flanks are a little on the big side from sitting on that throne of hers all day and eating nothing but cake. The only reason she isn't as fat as a cow is because our metabolism is incredibly high." The dentist blinked a little before stepping away, trying to process what he had just been told.

"She can talk." Banner said, completely stumped. It was one thing to think a winged unicorn had suddenly appeared. It was something else completely to figure out that it was as sentient and sapient as a human.

"Yeah, she can talk alright. Has quite the mouth on her muzzle. She isn't afraid to speak her mind when something is annoying her. Take a guess on who she has pointed her barbs at." Bruce nodded, guessing that the Alicorn dispised doctors.

"And I can hear quite well, thank you very much." Nightmare said, looking at them with a 'fuck around and find out' expression on her face. Both Natasha and Bruce were shocked, seeing as they were on the other side of the room. Deciding they wouldn't get anywhere standing there, they walked up to the irate Alicorn.

"I'm sure Fury has told you my name, yes?" When Bruce shook his head, she looked at Natasha expectently.

"Her name is Nightmare Moon. The first word making me think that, where she is from, she's a villain." Nightmare winced a little at that, but stayed resolute.

"That is… partially correct." Nightmare admitted. "I did not actually rule Equestria alone. I did so alongside my sister. She raised the sun every morning, and I the moon for the night. Our subjects played in her day and worshipped her. At night, they hid in their homes and slept. My sister may not know this, but I had many a spy working for me. Nobles would come, asking my sister to get rid of the night. They… feared me. They wanted me gone, just because they loved me sister more than me." At this point tears began to build in Nightmare's eyes, he ears laying flat on her head.

Both humans listened in rapt attention, wanting to know what had happened. "I tried everything I could go make the nights less scary, make them more beautiful. But how could they see my work when they hid in their homes and slept. I tried to ask my sister if the nights could last just a little bit longer, or have our subjects stay up just a bit later to see what I had done for them. She denied me everytime. I became so angry, spiteful, that I eventually snapped. I attacked my sister, and after a long battle, she banished me."

"That doesn't sound so bad compared to-" Bruce started, only to be cut off.

"On the moon, for 1000 years." Nightmare said with a glare that wasn't really directed at anything.

"... How are not insane right now?" Bruce asked, wondering how it is possible the Alicorn before him isn't a brain dead mess. Heck, how is she not dead outright!?

"Alicorns have well fortified minds, and we are immortal. Many have tried to kill us, either via poison, blade, or magic. But our bodies work too quickly for a poison to do any real harm, other than some irritated bowels. Our magic can overwhelm any unicorn that tries to kill us with magic. And all that has tried to kill us with a blade didn't anticipate the numerous wards we have placed on ourselves against physical attacks."

"Okay, but how were you breathing in an oxygen deprived atmosphere?" Bruce asked, intrigued. Nightmare blinked, and looked at him in confusion.

"That… I don't know. Never really thought about it." Trying to get the conversation back on track, Natasha spoke up.

"So you're a tyrant." Natasha's voice was filled with hate and suspicion. Though she was surprised by the regretful look Nightmare gave.

"I… suppose so. I just wanted to be appreciated like my sister was, is that really too much to ask?" Nightmare asked rhetorically. Natasha thought for a moment, before speaking once more.

"What if you were here?" Natasha asked. Upon seeing the confused looks, she elaborated.

"What if you were appreciated here? If you can help us with what we're trying to do, I'm pretty sure a lot of people would appreciate it." Nightmare thought about it, when Natasha continued. "You'd be a hero, and heros are kinda like celebrities right now. Just look up Iron Man or Captain America on a computer. I'm sure once you've helped us prevent a war here on Earth, a lot of people would appreciate you, maybe even look up to you." Natasha knew what she was doing, trying to build a case that was completely true and encouraging. She didn't know about any of the abilities this horse had, but if she could use magic, then the possibilities are endless.

"Leave me. I have much to think about." Nightmare said, turning away from them. The two didn't want to, but knew they wouldn't get anything more out of her. This left Nightmare alone to think. 'A hero. Is that… truly an option? I have fought for my ponies many a time in the past, but it only made me fear them more. But these humans, they apparently love those who protect them, if that woman is to be believed.'

'Maybe it is.' Nightmare jumped, having not heard the voice in 850 years. 'I didn't leave, I just knew I wouldn't get anywhere trying to convince you that ponies would only fear us more. But these humans, they have shook you enough that you finally may listen to me.' Nightmare growled internally, but conceded that Luna was right. 'Good. I have had a long time to think, and while our ponies may not like us, they need us. I'm sure there are many thankless heros here, who do the right thing, but never get anything in return. That might be the same with us, or, as Natasha said, these humans would thank us. Nick, he can give us a home, food, everything we'd need. I'm sure he would be very thankful to have us help him.'

Nightmare sighed, and nodded. This was all most likely true. Maybe they really could get a new start here. 'Fine, but I want all the glory.' Nightmare could feel Luna roll her eyes, but agree nonetheless. Deciding nothing would change by doing nothing, Nightmare lit up her horn, and searched for Fury's magical signature. Nightmare and Luna were quite surprised that all humans had a magic core, some brighter and stronger than others, however all of them were untapped, like magic was a forgotten teaching. They quickly found Fury's magic signature, and locked onto it as their teleport destination.

"We got a bit, 67% match." An agent that looked to be of Asian descent said, grabbing everyone's attention. "Wait, cross match, 79%" The agent said after he typed a few things into his console.

"Location?" Agent Coulson asked as he walked up to the console the other agent was at.

"Stuttgart, Germany. 28 Königstraße."

"He's not exactly hiding." Agent Coulson said, a twinge of disbelief in his tone.

"Captain-" Fury started when he was cut off by a flash of light right behind him. Startled, everyone reached for their guns as they turned to see what had caused the flash. All were surprised to see Nightmare Moon there with a raised eyebrow.

"Quite the welcoming." She said with an irritated tone.

"Everyone, stand down. Ms. Moon I don't know what the hell you are thinking but you best have a damn good explanation for doing… whatever it is you just did." Nightmare scoffed, rolling her eyes at Nick.

"Fine, if you don't want my help, then be that way." Nightmare turned to leave, but stopped by Fury's sigh.

"I'm sorry, but we're in the middle of something." Fury said as he pointed at the console Agent Coulson and the other agent were at. Nightmare looked at the screen and saw a picture of Loki next to a different picture of Loki.

"You're searching for an emo adult?" This got a few chuckles from a few agents.

"His name is Loki, he stole the thing that transported you here by accident. If we get it back, you might have a shot at returning home." Fury didn't know if this was true, but by the way Nightmare seemed to get more determined, he knew he had said the right things.

"I see. And you have located him I presume?" Fury nodded.

"I was about to send the Captain here to get him." Fury said, gesturing to the man who was looking at her in disbelief. Nightmare gave the man an appreciative glance, taking in his muscular build underneath his clothes, and then sent a sly grin and wink his way, causing him to blush.

"I'd like to go with him. I can tell that this character you're after isn't exactly a normal human." Fury nodded, and pulled up a recording of all the abilities Loki has shown so far on one of the screens that surrounded him.

"Hmph, an Illusionist at best. He will tremble at the magical might an Alicorn can bring to bear. Though that staff of his does cause some worry." Fury was a bit surprised that she passed off Loki's abilities as if they were sub par.

"Really? How so?"

"Even from this recording, I can almost feel the energy coming from the jewel at the head of it. The staff channels it safely, but the jewel itself is what gives it so much power."

"So if we removed the jewel from the staff, everything affected by the staff would return to normal?" Fury asked, intrigued hope colouring his voice. Nightmare nodded.

"Most likely, yes."

"Hmm, Captain, suit up. I'm going to talk to Nightmare here to see if anything she knows can help us further." The Captain nodded, and left to put on his suit.

Talks of Magic

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"Wait, that's how you found me?" Fury asked, looking at Nightmare in skepticism. Nightmare nodded, and her horn lit up. A holographic diagram of Fury's body appeared between them. Nightmare pointed just below her heart, where a cluster of magic was.

"Yes, it appears all humans have a degree of magic. Your's isn't as strong as a normal unicorn, but I bet with the right training, you could at least use the basic telekinesis spell and even focused magic blasts." Fury looked at himself, intrigued.

"Magic is real. Great, I'm gonna need to open a new branch just to research it, nevermind learning to defend against anything that is magical in nature." Fury said as he rubbed his temples.

"It's not all bad, you do have me after all. Though learning how to bring out your magic side will be quite difficult. As with unicorns each one has a different way of learning. I'm also willing to bet that there are some individuals who have accessed their magic. But I'm quite sure they live in secret." Fury nodded, leaning back in his seat while keeping his gaze on Nightmare.

"That does sound like something that would happen in this day and age of powered individuals. Still, it would be nice to have a branch of S.H.I.E.L.D. dedicated to magic." Nightmare nodded, but wanted to get back on topic.

"We can figure that stuff out later. There are more pressing matters to attend to I'm sure?" Fury nodded, thinking.

"Yeah, but until Captain Rogers and Romanoff get back with Loki, there isn't much we can do." Nightmare nodded, accepting this. "How about we grab some dinner, my treat." Nightmare immediately took advantage of how Fury had worded his question.

"My, my, already trying to seduce me, hm? I'm aware I'm quite beautiful, but have some patience." Fury looked at her as if she had grown a second head, before shaking his head in exasperation. Nightmare cackled at his state, following him out of the interrogation room they had been in. Many agents looked at their dejected commander who was being followed by a laughing Alicorn in confusion as the two passed by. When they got to the mess hall, Fury made himself a sandwich while Nightmare made a salad, also throwing small chunks of cooked fish into the salad bowl.

Fury raised an eyebrow at this action, and seeing the questioning look Nightmare responded. "While my species is mainly herbivores, we do allow ourselves to eat fish. Mainly the Pegasi do this due to the extra protein needed from how much energy flying expends, but Unicorns and Earth Ponies also do so after acquiring the taste." Fury nodded, seeing the logic. After the two ate, they headed back up to the bridge as Fury had gotten word that Tony Stark, Captain Rodgers, and Romanoff had captured Loki and also recaptured him after his brother Thor had taken him from them, who was also going to be joining them.

As they drew closer, Nightmare told Fury she could feel the output of energy coming from the staff, and how it amplified Loki's magic as well. "He calls himself a God of Mischief, well, let's see how well he fairs against the Goddess of the Night." Nightmare grinned, ready to stop and strip apart any spell Loki might cast while in the custody of S.H.I.E.L.D. Fury looked at Nightmare with a raised eyebrow, but let it pass as they waited at the sealed door where Loki was being led to by several armed agents, the other heros close behind. Both Tony and Thor did a double take at Nightmare, but waited to ask questions as Nightmare glared at Loki with a sadistic grin.

Loki saw this, and passed it off as nothing more than a scare tactic. But as Loki was being led past the laboratory Doctor Banner was working in, Loki was surprised to find that his spell had barely left his finger tips before he was face down on the metal floor. "Come now, did you really think I would allow that?" Loki twisted his head to the black Alicorn, and seeing her horn alight with a magic aura, he grew frantic. He hadn't counted on the horse being able to not only use and detect magic, but be so sufficient with it that she could stop any spell he cast or had already. The only thing he had now was a silver tongue. Sure, he was physically stronger and magically stronger than any human, but this horse had surpassed him magically and his brother surpassed him physically. Together, they could beat him into submission.

He tried to break out of the magic aura holding him, but to no avail. Now with both Nightmare and the guards holding him, he was carried deep into the belly of the Helicarrier, where Fury was already waiting. Nightmare none too gently threw Loki into the massive glass container, and Fury used a control panel to shut and lock it. "In case it's unclear." Fury said, as he walked to a different panel farther away from the entrance/exit of the glass prison cell. "You try to escape," Fury pressed a few buttons on the new panel, then flipped up a glass covering that contained a large red button, "you so much as scratch that glass." Fury typed in a code, opening up a large hole beneath the glass prison cell with air being pulled out the hole at high speeds.

Loki stepped to the edge of the prison, and looked down to see almost pure darkness with very distant lights being the only thing disturbing the darkness. He actually felt a shiver of fear run up his spine as he looked down. No amount of magic would save him from such a fall. "30 thousand feet, straight down, in a steel trap. You get how that works?" Fury asked, annoyance and a bit of arrogance in his voice. Fury typed in a different code, closing the hole beneath the cell. Fury almost smugly gestured to Loki, while saying "Ant". Then gestured back to the button. "Boot." Fury flipped the lid that covered the red button back down.

Loki chuckled, reaching into his many decades of his learning of how to use his silver tongue and swav voice. "It's an impressive cage." Loki said, making it seem like he actually wasn't that impressed. "Not built, I think, for me." Loki smiled internally as Fury took the bait.

"Built for something a lot stronger, than you."

"Oh I've heard." Loki said as he spun his head too straight into the dome camera that he knew was pointed straight at him. "The mindless beast, that makes play he's still a man. How desperate are you? You call on such lost creatures to defend you."

"How desperate am I?" Fury began, but was cut off by Nightmare.

"Not desperate at all, little child. We are simply doing what we must to defend our home. You, on the other hand, are but a toddler throwing a tantrum. Oh, poor little Loki, abandoned by his own kind. Then when given a home, he resents it cause his brother is more liked than he." Nightmare said, prowling along the edge of the cell. Loki barely held back the snarl, but his lip did twitch, causing Nightmare to smirk internally. She had gone through his memories while carrying him, and had plenty of ammo to rule him up.

"We are almost similar in that regard. But even if your subjects did like you, accepted you, that would not be enough for such a power hungry brat."

"Shut it." Loki muttered under his breath, his rage clouding his judgement.

"And this will be nothing but another failure in a long line of failures. Because adults will always be there to punish the child." Nightmare said, making Loki explode.

"SHUT IT YOU HORSE!" Loki was seething, and Nightmare appreciated the grin on Fury's face. Though one word had angered her. With a flash of magic she was inside the cell, and she had kicked him to the floor. Fury was startled, but didn't move.

"Call me that again, and we'll see how well you procreate without the use of that tool between your legs you worm." She said, her horn in Loki's face as she ground her hoof none too gently against his genitals. Loki's face was one of pain and intense fear as he looked up at the powerful Alicorn above him. He could feel the immense power inside her, nowhere near as much as his staff, but loads more powerful than he was. She could wipe him from existence without breaking a sweat, and would take great pleasure in doing so, as if he were nothing but a crumb on a dirty piece of cloth. Another flash and Nightmare was standing next to Fury.

Without another word, the two walked away. In another part of the ship, Natasha was grinning. "I like her." She said as she sat back in her seat, the video feed from the prison cell cutting off. Bruce, Steve, and Thor were just moving their legs, feeling very protective of their man parts at that moment. This also went for every male agent who had heard Nightmare. "Loki's gonna drag this out." Steve said, his tactician mind coming to play while trying to push Nightmare's actions and words from his thoughts. Steve thoughts went to the man who knew Loki the best, which was his brother that was standing not too far away. "So, Thor, what's his play?"

"He has an army, called the Chitari." Thor said, focusing on the task at hand. "They're not of Asgard nor any world known. He means to lead them against your people." Thor said as he uncrossed his arms, turning towards the table Steve and Natasha were sat at. "They will win him the Earth." Thor said as if it was an absolute fact if Loki's plan fell through. "In return, I suspect, for the Tesseract."

"An army?" Steve said, switching his gaze from Thor to Natasha. "From outer space?"

"So he's building another portal?" Bruce more stated than asked. "That's what he needs Eric Selvig for." This caught Thor's attention.


"He's an astrophysicist."

"He's a friend." Thor said, displeased that his brother had taken a friend of his for his scheme.

"Loki has him under some kind of spell." Natasha hesitated with her next words. "Along with one of ours."

"I want to know why Loki let us take him." Steve said as he knew Loki's surrender was way too suspicious. "He's not leading an army from here."

"I don't think we should be focusing on Loki, that guy's brain is a bag full of cats. You can smell crazy on him." Bruce said, taking a small amount of satisfaction from how Nightmare had beaten him into submission.

"Have care how you speak. Loki is beyond reason but he is of Asgard, and he is my brother." Thor said in defense of his admittedly deranged brother.

"He's killed 80 people in two days." This made Thor back up a bit in his resolute defense.

"He's adopted."

"I think it's about the mechanics. Iridium, what does he need the iridium for?" Bruce spoke up, trying to think about why and how the stolen iridium works into Loki's plan. A new voice spoke up to respond which came from the direction of the set of doors which led into the bridge.

"It's a stabilizing agent." Tony Stark said before turning to talk back to Agent Coulson who was by his side in a quieter voice. "I'm just saying, pick a weekend, I'll fly you to Portland." Coulson nodded, and walked in another direction. "Keep love alive." Tony then turned back to the others while speaking loudly once more. "It means the portal won't collapse on itself like it did at S.H.I.E.L.D." As Tony walked past though, he paused. "No hard feelings Point Break, you've got a mean swing." Tony tapped Thor's upper arm, making the God of Thunder look at him questioningly.

"Also, it means the portal can stay open as wide and as long as Loki wants." Tony said as he stood in Fury's spot, looking back at them before turning forwards. "Uh, raise the mizzenmast. Jib the Topsails." Every agent looked at Tony with a bewildered expression. Tony then pointed at the farthest most console to his right and spoke out. "That man is playing Galaga," Steve was confused and tried to look at where Tony was pointing, "he thought we wouldn't notice… but we did." Tony looked down to his left, hesitated, then put his left hand up to his eye. "How does Fury even see these?" He asks, turning his head to look behind him.

"He turns." Agent Hill said, standing a bit behind Thor with her arms crossed, totally not to observe his ass or anything of the sort.

"Sounds exhausting." Tony said, turning to the right 3 screens. "The rest of the raw materials, Agent Barton can get his hands on pretty easily." Tony said as he swiped on the right most screen, then tapped a few things on the middle screen. "Only major component he still needs is a power source," Tony said as he moved to the left three screens. Tony tapped on the screen, making a trilling sound come from it, "of high energy density." With almost expert ease, Tony planted a bug right underneath one of the screens as he turned back to the others. "Somethin' ta," Tony snapped his right fingers, then his left, before clapping his hands together, "kickstart the cube."

"When did you become an expert on Thermonuclear astrophysics?" Agent Hill asked rehtorically.

"Last night." Now she was surprised/skeptical. "The packet, Selvig's notes, the extraction theory papers, am I the only one who did the homework?" Tony asked as he walked up to the table, his arms out as if to ask if any did what he had done.

"It appears you are." Everyone stopped dead as Fury and Nightmare walked into the bridge. "Then again, I was not given such so I would not know." Nightmare shoots Tony a playful smirk. Tony was flabbergasted once more by the sight of the Alicorn, as was Thor.

"Stark, Thor, this is Nightmare Moon. As of now, S.H.I.E.L.D's primary source of intelligence on magic." Fury said, shooting Stark a challenging smirk. If felt good to finally know something that the pompous genius didn't know.

"Magic? She can do magic?" Thor asked, curious. Nightmare's horn lit up and suddenly the whole table, which had been bolted to the floor, was ripped up and held high above their heads. Nightmare blinked, looking at Fury who was looking at her in a scowl.

"I can fix that, just a quick localized time reversal spell." Nightmare said a bit sheepishly, putting the table back and, like time was being reversed, the floor and table returned to how they were before. All were shocked at the display.

"She just made time bend… to fix a table." Agent Hill pointed out, completely baffled.

"Normally I would use a spell that fixes glass or wood in a similar fashion, but metal has always disagreed with that spell, hence why I used the one I did." Nightmare said as if it was the most normal thing in the world.

"Well… she's magic then." Thor said, casting a glance at her hooves and horn, and turned his body slightly so that she wouldn't have direct access to his manhood.

"If I may, I think I have a way to track down the Tesseract, but I need the staff you brought back with Loki." Nightmare said, making Bruce and Tony look at her skeptically.

"How? Wait, let me guess, you're gonna use 'magic'." Tony said skeptically with annoyance creeping into his tone.

"Precisely. The jewel of Loki's staff holds immense power. Channeling that power into myself, I can extend my magic detection reach, quite possibly, to the whole world. You'd have your cube, your prisoner, and we stave off a war. A win-win situation if I do say so." They all just stared at her, bewildered expressions on their faces except for Fury's.

"I believe her, that's how she found me." Fury said, making everyone look at him like he grew a second head.

"Humans, like ponies, apparently have a degree of magic inside them. Some are stronger than others. For example, Thor's magic is quite great, almost on par with my own. And while he has channeled it, he has yet to truly tap into himself." Thor was puzzled, and looked at her questioningly.

"Yeah, well, he's not exactly from Earth." Tony said, staring at her with a deadpan expression. Nightmare nodded, kinda expecting that.

"Understandable, but my statement still stands." Nightmare said, making herself look haughty.

"That doesn't matter, what matters is that Ms. Moon here can potentially pinpoint the location of the Tesseract, short of Barton shaking himself loose of his mind control, we're not gonna get a clear location of where it is." Nightmare paused at Fury's last sentence.

"Wait, one of your agents is under a mind control spell? Well why didn't start with that?! I could have found him ages ago!" Fury and Natasha whirled to look at her in shock.

"What do you mean?" They asked at the same time.

"A mind control spell puts the one it has been cast on into a dream-like state. Think of it as dream walking without actually being asleep. Since I specialize in dream magic…" Nightmare trailed off, seeing if any of them knew where she was going with her explanation.

"You can find his 'dream' and find out where he is." Natasha finished, hope filling her being. Nightmare nodded with a smirk.

"I shouldn't be just a moment." Nightmare said, closing her eyes. Her horn, instead of glowing the same aura it usually does, made the engraved part of her horn glow white, with a white orb at the very tip.

Of Minds and Dreams

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Clint Barton could only watch through the massive screen in front of him as he watched the thing in control of his body board a Quinjet. He wanted control of his body back, he wanted to warn Nat, he wanted to do so many things but no matter what he couldn't wrest control back. "Ah, this type of mind control. The most mentally damaging type in my opinion." Said a female voice, that hadn't come from outside. Clint made a quick 180, and looked in surprise at the alien horse he had left behind at the blown up Shield base.

"Who the hell are you?" Clint said defensively, readying himself for a fight.

"Relax, draw too much attention to me and the spell will detect my intrusion. I came here on behalf of Nick Fury and Natasha Romanoff." Clint was a bit skeptical, but Fury had tried to recruit crazier.

"Alright, now, I need you to tell me where you are, and where is the Tesseract?" Clint relaxed more, knowing that Fury still wanted the Tesseract out of dangerous hands.

"The Tesseract has been moved to New York, as for me, I'm boarding a Quinjet to attack the Helicarrier. You have to warn Fury." Clint said, turning back to look out the screen.

"Okay, I can't break the spell as is, but once we meet, I can break it then. Stay strong Barton, and know this, all of this is Loki's fault. What this spell is doing isn't you." Nightmare said as she turned to walk out of the dream realm. However, when she had entered the mindscape, the spell had begun trying to find the intrusion. And at her moment of leaving, it had found her and attacked brutally.

Back on the Helicarrier, Fury and Natasha were watching Nightmare carefully, not exactly sure what to watch or wait for. At the table, Steve and Tony were talking. "What do you think Cap? About her." Tony asked, gesturing at the Alicorn.

"She seems to want to help. Why, I still don't know. I don't know her past, or anything about her really. I was just as surprised as anyone here when I first saw her. So I can't really say anything about her." Steve's mind flashed back to that wink she had sent his way, and felt his face get a bit hot. "But I think I can safely say she doesn't mind exploring outside her own species." Tony blinked, not expecting that at all.

"And how can you say that so surely?" Tony asked, ever the gossip guy. Steve was about to try and dodge the question, though his attempt would have gone horribly, when Nightmare screamed out in agony, her eyes flying open to show glowing white eyes. Her wings shot out, smacking away Natasha who had been closest to Nightmare. Nightmare screamed for several seconds, before collapsing on her side. Fury was the first one to check on her, putting his hand on her neck to check for a pulse. After several moments of searching, he sighed in relief and looked up at the others after taking his hand away from her neck.

"She's alive, unconscious, but alive."

"What the hell was that?" Bruce asked, concerned.

"I don't know. If I had to speculate, the thing that has Barton under control attacked Ms. Moon. And until she wakes up, we don't know anything. Stark, Doctor Banner, back to Plan A. See if you can track the Tesseract by analyzing Loki's staff." Fury said, picking up Nightmare's limp body. He had a bit of trouble with her wings, as they had also fallen limp. Eventually he adjusted her so he held her like one would a large dog, her neck hanging down against his back over his left shoulder. Thankfully her mane still moved like a cloud, so Fury was able to push it out of his way fairly easily.

Everyone on the bridge watched as Fury carried off Nightmare, Natasha close behind. Natasha felt like Nightmare was her best way of getting Clint back, and she would be damned if anything happened to her before she was able save Clint.

Loki sat in his cell, staring at his hands. He needed to rile up the beast before Barton attacked, otherwise his plan would fall apart. It had started to when that damn horse interrupted his spell. 'As long as she is here, I can't do anything.' Loki thought, his scowl deepening. 'And how dare she lay her filthy hooves on me! I think she'd make a nice new cape after all of this is said and done.' Loki then shot up, seamingly to stare straight ahead.

Loki then grinned as it seemed he would be able to get his plan back on track after all. He would have to be careful though, with the greater distance he needed to put more power into the spell which would make it more noticeable, even to a mortal. Loki closed his eyes, and began concentrating. Soon a small ball of green mist formed between his hands. Loki was beginning to sweat, but didn't stop. After a few more moments of fortifying and adding a few more components to the spell, he sent it off. Loki gasped, sweating profusely.

Bruce and Tony were in the lab Bruce had been brought to earlier. Bruce was waving a scanner over the jewel part of Loki's staff/spear. The scanner was letting out rapid beeps like a Geiger Counter but a lot deeper. Bruce looked from the staff to the screen above it and spoke. "Yeah, gamma readings are definitely consistent with that of Selvig's reports for the Tesseract. But it's gonna take weeks to process."

Tony, who was across the lab, walked up to a black box that had it's lid propped up by a glass pane. At Tony's approach however, the glass pane turned blue and a screen appeared on it. "If we bypass their mainframe and direct route to the Homer Cluster we can clock this at around six hundred teraflops." Tony said as he tapped and slid a few things around on the screen. When he finished speaking he began walking towards Bruce. Bruce let out a chuckle before responding.

"Heh, All I packed was a toothbrush." Tony let out a chuckle himself before making a suggestion to the scientist.

"You know you should come by Stark Tower sometime. Top ten floors, all R&D. You'd love it, it's Candy Land." Bruce's once small smile turned into a frown.

"Thanks but last time I was in New York I broke…" Bruce hesitated before finishing. "Harlem." Bruce could still barely remember seeing the aftermath of his fight with Emil Blonsky on the news, and he cringed inwardly. Tony could see this, so he tried to alleviate any fears while walking behind Bruce.

"Well, I promise a stress-free environment. Tension. No surprises." Tony pressed a small metal rod into Bruce's midsection which let out an electrical discharge. Bruce turned to face Stark as he lightly winced from the sudden pain like he had been pinched there.

"Ow!" All Tony did was lean in, looking his face over.

"Hey!" Steve said as he walked into the lab. Tony, ignoring him, just asked Bruce one question.


"Are you nuts?" Tony answered swiftly and quite worryingly while turning his head to answer Steve before looking back at Bruce.

"Jury's out. You really have got a lid on it haven't you? What's your secret, mellow jazz, bongo drums, huge bag of weed?" Steve, who could hardly believe what he was hearing, spoke.

"Is everything a joke to you?"

"Funny thing." Tony responded. Tony heard the soft chuckle Bruce gave, finding Tony's demeanor childish and refreshing. With everyone walking on eggshells around him, it was a nice change of pace to have someone like Tony be able to joke around with him, even if it was a bit at his expense.

"Threatening the safety of everyone on this ship isn't funny… no offense doc." And back to the eggshells.

"I- it's alright. I wouldn't have come aboard if I couldn't handle," Bruce cast a glance at Tony, "pointy things." Tony left out a soft snort as he walked away from Bruce. "Speaking of which, how's she doing?" Tony and Bruce paused what they were doing to look at Steve.

"Resting. Natasha is going to interrogate Loki. Whatever hit Nightmare, hit her hard." Steve said after a moment of thought. "I think out of all of us, Natasha and Fury were hit hardest when she fell." Steve shivered himself, that scream would haunt his dreams for a while.

"Well yeah, she was their best shot at Agent Barton." Tony said, still not liking even the idea of magic. Heck, how is he supposed to defend against something that has no recorded weakness? If he faces magic in the future, he'll need to make his suit resistant to it, at the least. Heck, not just his suit, himself as well. Freaking mind control spells, how was he supposed to combat that?!

"Actually, I think they are starting to look at her like she is one of their own. She's clearly shown she is willing to help them, her past is… a bit messed up, but I think they see potential in her." This got the billionaire's and super soldier's attention.

"You know of her past?" Tony asked, intrigued.

"Told me and Natasha herself. From what I could gather she was a co-ruler of some civilization but her sister hogged the spotlight. Nightmare got jealous and eventually enough was enough. They got into a fight, with her sister banishing Nightmare from her home."

"So she wants to be appreciated for her share of the work?" Steve asked.

"Which is exactly what she has been getting here when she started helping us. She isn't evil, she just… feels unloved and underappreciated for the work she does." The room was silent for a while, thinking this over.

"So she's an emo teen no one understands?" While Steve glanced at Tony questioningly, Bruce just sighed. "Doesn't matter, soon I'll have everything S.H.I.E.L.D. has on her and the Tesseract." This made the two turn to the billionaire.

"What?" Steve said, not liking where this was going.

"Let's just look at the facts. Fury said he wanted to use the Tesseract to power the world. So why didn't he come to me, the biggest name in clean, sustainable energy? In fact, what is Shield doing in the energy business anyways?" Steve scoffed but Bruce gave his own slice.

"Steve, you gotta admit that that is at least a little fishy. Why call Tony in now? Not then? I'm pretty sure we know the answer that we don't like, but without hard evidence, we can't exactly confront Fury about it." Steve, though reluctant, had to admit that something was off.

"Keep tracking the Cube." Steve said as he went off to find his own evidence of their claims.

Attack on S.H.I.E.L.D.

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Nightmare was abruptly awoken to the sudden lurch of the Helicarrier, the sounds of an explosion, and alarms beginning to blare throughout the Helicarrier. "No, I'm too late." She rasped as she tried to stand. A pounding headache was making it hard to think, and the alarms certainly weren't helping. She tried to climb to her hooves, but the Helicarrier lurched again, making her stumble and fall once more. Seeing that standing wasn't an option, she opened her wings and began to hover.

No longer affected by the shifting of the Helicarrier as it tried to right itself, she took stock of what she knew and what she could do in her current state. The Helicarrier was most likely falling from the sky, or was on its way to doing so since she hadn't felt weightless when she awoke. This meant there was still time to save the flying fortress. She gathered her magic, forcing it through her headache, and opened the door. Flying into the corridors, she headed straight for the bridge.

She was thankful the corridors were quite wide, though what they had in width they didn't have in height. If it was anypony who wasn't a trained professional, they would most definitely over-correct themselves and either fly into the ceiling or crash into the floor. While she wasn't as good a flier as her sister, she was still a cut above the rest. On her way however, she was stopped by a pair of agents pointing guns at her. "Out of my way, I must speak with Fury!" She commanded. The two looked at each other, before staring back at her and preparing to fire.

Nightmare had enough sense to erect a magic shield and just in time as the bullets began to ping off of it. However it didn't take much for it to begin to crack. Nightmare cursed her migraine and dispelled the shield as she shot two blasts of magic at the imposters. The magic made the two fly backwards and land on their backs. Their vests were smoking from where the magic had struck them. They got back onto their feet and tried to fire at her again. However Nightmare was already on them, having flown up to them. They barely caught a glimpse of metal shod hooves before they were both knocked out, one hoof to each head.

"You're good, but I'm better." She scoffed at their unconscious forms. She continued on her way to the bridge, but on her way she heard a loud roar that seemed to reverberate throughout the entire Helicarrier. "By my mother, what was that?" She whispered to herself. When she arrived at the bridge, it was in chaos. Smoke was everywhere, some agents were trying to take cover while other agents were taking potshots at the imposters. "Fury!" She called out, shooting out of the corridor and landing next to him.

Fury was a bit relieved that she wasn't harmed, but thought she was now in greater danger. "You need to get outta here, this area is hot."

"You don't think I know that?" She said as she spotted an imposter trying to come into the bridge from one of the corridors. Charging her horn, she sent a blast of magic at them. "You need me, so what's the situation?" Fury wasn't all that surprised the mare could fight, but seeing the guard fly back into the corridor from her magic blast did shock him a bit.

"Turbine three is down, Stark and Rogers are trying to fix it, Doctor Banner has turned into the Hulk, and Coulson is going to check on Loki." Nightmare nodded, then spotted something in one of the rafters and immediately recognized it.

"EVERYONE GET DOWN!" She shouted as she conjured a shield around them and the ship operators. An explosion nearly shattered the shield and Nightmare staggered. Seeing that he wasn't going to be able to puncture the shield, Barton left, not happy he wasn't able to do what he came to do. Nightmare struggled to keep the shield up but a few more sprays from the imposters made Nightmare recoil and cry out in pain, her wings and hooves shooting up to hold her head.

"Hill, watch her. Romanoff, Barton is here. He's most likely going to free Loki, stop him." Hill moved next to Nightmare, and tried her best to help the mentally-magically stressed alicorn.

Loki waited for his prison to unlock, but as the seconds ticked by he frowned. "Damn that mare, she is ruining everything." A minute later, a vent was kicked out, clattering to the steel walkway around his prison. A moment later Barton dropped down with a frown.

"Sorry for the delay, there were some complications." Barton said as he went about unlocking Loki's cell.

"Let me guess, black horse with a horn and wings?" Barton nodded.

"She is truly becoming a thorn in my side, deal with her." Barton nodded, and after a bit of climbing, was back inside the ventilation system. Loki stretched a bit, and flexed his magic, creating an illusion of himself that was about to exit the cell. "Any second now my dimwitted brother shall jump into the thing of his demise." Loki muttered to himself as he waited next to the control panel while cloaked in invisibility. He didn't have to wait long as he heard the thundering steps of his brother. No matter the material, no matter the echo, he knew his brother's steps.

Activating the illusion and opening the door, he made the illusion look like it was just stepping out of the cell as the door opened. "No!" He heard his brother shout before he bolted into the room, and right through his illusion. Loki immediately shut the door with a smirk. "Are you ever not going to fall for that?" He asked as he stepped away from the cell door console.

"Bridge is clear and secured." An agent said as he locked the bulletproof doors to the Helicarrier's bridge.

"Good, Hill, what's the condition of Ms. Moon?"

"She says that her headache is making it difficult to cast magic. Seeing as her horn is her magic foci of sorts, pushing magic through her horn hurts her even more. She needs something to soothe her headache and some light painkillers. After that, she should be good." Fury nodded, and told her to look through the emergency medkits stored under each of the rows of consoles. Hill nodded and left to do as she was instructed. Fury walked up to the mare, and placed a hand on her neck.

"How ya doing?" Nightmare cracked open an eye to stare at him.

"I've been better. I wanted to warn you, but it appears I awoke too late. The spell was a lot stronger than I anticipated, and when it detected my presence, it violently threw me out." Fury grimaced while he nodded.

"Explains why you shouted like that. Gotta say, you have quite the pair of lungs on you. Any louder and we'd have to fix a few windows and screens." Nightmare winced, feeling guilty about that.

"My apologies, it appears my 'Royal Canterlot Voice' had slipped out then." Fury blinked, confused.

"Royal Canterlot Voice'?"

"It is the voice we use when speaking to our subjects. It shows them that we demand full attention and respect. Though my sister used it a lot more sparingly than I did. More than once we had to replace a window due to her Voice." Fury couldn't hold back a chuckle as Hill returned with a medkit and a water bottle. A white, plastic, container with a green plus on it. Setting it down besides Nightmare, she gave the water bottle to Fury and went about searching for the proper things she needed. Fury took off the top of the water bottle and moved the bottle to let Nightmare drink from it.

Though reluctant to accept help, Nightmare allowed Fury to hold the bottle for her as she drank heavily of the clear liquid. She could tell it was heavily filtered from the texture and taste of the water. It was about halfway empty when Fury took it away. Hill finished searching and held up a pill bottle. She retrieved a pill and gave it to Fury. She put the pill bottle back into the medkit and left with it. Nightmare gladly accepted the pill, and washed it down with the water Fury offered.

"You know you probably saved a lot of lives from stopping Barton." Fury commented, as he looked around. "I believe Barton is still in there, and he wouldn't have tried to kill anyone here. But who knows what he would have tried had you not stepped in. Good eye by the way." Nightmare nodded, but still felt uneasy.

"None of this would have happened if I was just a bit faster. Stronger. I could have prevented all this."

"Don't, don't do that to yourself. You did what you could, and you can't change the past. So far there hasn't been any reported fatalities, much less casualties. So far, this is still a win in my book." It was then that his radio crackled to life.

"Sir, Loki has escaped, and has tricked Thor into the cell. I have to stop him before he escapes." Fury immediately answered back.

"Coulson, no, wait for backup. Loki is too much of an unknown." He got no reply.

"We need to help him." Nightmare said as she forced herself to stand. Fury wanted to protest but she cut him off. "Your agents don't know how to deal with magic, I do. Sending anyone there to help Coulson would be sending them into the unknown. I know magic, and you know the Helicarrier. We're his best shot." Fury struggled to find a way to argue but cursed when he knew she was right.

"Alright, let's go."

Celestia paced back and forth in the throne room, many emotions flowing through her. The moon no longer had the visage of her sister, yet she was nowhere to be found. She didn't even feel the magical presence she would exude. She… she didn't kill her sister, did she? Had the moon simply spat out a corpse she had yet to find? She stopped at that thought, and tears threatened to spill from her eyes. What had she done? She hadn't sent her sister to cool off, she sent her to her demise. 'You can bring her back, you just have to be strong enough.' A voice tickled the back of her mind.

Celestia ignored it, but the voice gradually wormed its way into her, slowly making it seem like a viable idea. She would get her sister back, one way or another. With that last thought, her beautiful magenta eyes turned orange and her pupils became draconic.

Avengers Assemble: Part 1

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Nightmare and Fury bolted down the corridors of the Helicarrier, heading to Loki's cell. It has been a few minutes and already the medicine was taking effect. While she still has a minor headache, it was far less bothersome than before. The two rounded a corner, just in time to see Thor, who was trapped in the cell which had a massive splintering crack on one of the curvered panes, drop out of sight. The two were frozen in shock until they heard Coulson's weak voice.

"You're gonna lose."

"Am I?"

"Yes, you are." Nightmare said as she and Fury stepped into the room, Fury raising his pistol as Nightmare charged her horn. Loki just rolled his eyes.

"Please, as if the likes of you can-" Suddenly, there was a loud discharge of energy, and Loki was thrown through a thick metal wall. Fury looked at Nightmare who shook her head.

"That wasn't me." They look to Coulson who had an experimental rifle in his weak grasp. Fury took it away, careful not to touch the steaming barrel.

"He was getting on my nerves." Coulson gave out a chuckle which quickly turned into a hacking cough, blood spurting from his lips. Nightmare's eyes widened as she saw this, and then looked at the growing red stain on his suit. Tears began to well up in her eyes as she looked to Fury for help.

"Hey, stay awake. Eyes on me." Coulson shook his head, knowing his fate.

"No, I'm clocking out here."

"Not an option."

"It's okay boss, this was never going to work," Coulson took a deep breath to continue, "if they didn't have… something… to. . ." With that, Coulson's eyes fell as his body slowly went limp. Fury lowered his head, rage and sorrow filling his being.

"No, no no no no, NO! I won't lose anyone else!" Nightmare shouted as she shut her eyes, her tears turning into white glowing drops as her horn burned brighter and brighter. Magic began to seep into Coulson's body, but Fury couldn't see the changes. After several moments, Coulson's body began to glow. Then, he was gone. In his place, was a pony like Nightmare, but he lacked a horn. While there were a pair of wings, they were not the same as Nightmare's.

They were leathery like that of a bat's wings. His coat was a light grey color and his mane and tail were kept a medium brown. Fury was shocked, and from the looks of it, so was Nightmare as she opened her eyes to see what she had done. The thestral slowly opened its eyes, as if it was the first time it had even opened them. "Ugh, I feel like I was hit by a truck." The stallion said in Coulson's voice.

"Oh you were hit by more than just that." Fury said as she looked at Nightmare's smoking horn. Coulson tried to stand but like a newborn foal, he couldn't and let out an 'oof' as he fell back down. "Easy there, and try to stay calm." Coulson was confused until he was able to fully open his eyes. The first thing he saw was his short muzzle, then his hooves. Slowly two and two came together.

"Sir… did she…"


"... At least I'm not dead. Still want Captain America to sign my cards." Coulson muttered out that last part as he tried to stand once more. Nightmare was by his side instantly, the instincts she had gained from ruling coming back at that moment.

"It's alright my little pony, take it slow." Coulson paused, and looked at her oddly. Nightmare realized what she said and blushed. "Sorry, old habit. Though, technically you are a little pony to me and Fury." Fury gave a quiet snort as Coulson gave her as much of a deadpanned look as he could make at that moment. With her help, Coulson was able to get to his hooves. "Seeing as you are used to your bipedal stance, it will take some time to learn how to walk, much less stand, like a pony." Nightmare then turned to Fury. "You should keep this need to know only. As far as anyone is concerned, Coulson is dead. Until we can find a way to explain this, his existence might harm my public image."

Fury nodded, knowing he didn't want people freaking out over a nonexistent invasion of pony body snatchers. "You're right. Sorry Coulson, but it's time to disappear." Coulson nodded sadly, knowing the date Tony was trying to help set him up with was now out the window. Heck, he didn't even know if his date would have been okay dating outside her own species! Speaking of which. Coulson looked underneath him and blushed.

'Well, at least one good thing came out of this. Though the only woman who can take that will be a size queen.' Coulson thought as he looked at his sack that was somehow perfectly hidden from behind by his new tail. While still in his new sheath, he could tell from his increased testicle size that his output has been drastically increased. Nightmare noticed his staring and lightly shook him. His head shot up, his face covered in a blush from being caught.

"Males." She giggled as Fury, Nightmare and the transformed Coulson walked out of the cell and towards the med-bay, Fury making sure anyone ahead of them didn't see Coulson. Eventually they got to the med-bay without incident, left him with a doctor who was sworn to secrecy, and made their way back to the bridge. The two were silent until Nightmare spoke up. "What shall we tell the others?" Fury was silent until he looked down at her.

"He's dead. Loki threw him off the ship after stabbing him through the chest. He then used an illusion to escape." Nightmare nodded, and put on her 'princess mask'. Fury did the same, putting on a solemn but resolute mask that not even Black Widow could have seen past. "We need to make it more impactful." Fury added, knowing that just, Coulson's 'death', would not be enough.

"What did you have in mind?" Nightmare asked.

"Go back to his clothes, dispose of them. Then teleport back to me. I have to get some things." Nightmare nodded, and the two went separate ways. Nightmare wondered what Fury was retrieving but didn't dwell on it.

When Nightmare returned to Fury, she saw Tony storm out of the bridge, with Steve following not long afterwards. Nightmare peered at the table, and grimaced. A few cards featuring Steve in his trademark suit were splattered in what seemed to be blood. "Grim, but effective." Nightmare whispered to Fury. Fury nodded, and returned to his place in the center of the bridge. "I give it less than half an hour." She says, and Fury chuckles.

"You know where they're going before they do?" Nightmare nods.

"A city, I think Agent Barton called it New York? They will open the portal there." Fury frowned at that information.

"Helmsman, set a course for New York. Hill, get everyone to battle stations and those that know how to fly a jet ready to do so." With their orders given, they went to work. "They'll need your help." Fury says after a few minutes of silence. Nightmare looked up at him, curious.

"But what about keeping me a secret from the general public?"

"A lot of people know about Thor, social media spreads everything like a wildfire. After this, a whole city will know that aliens exist, and they aren't all friendly. I don't fully know what you're capable of or what your intentions are, but I know you don't want innocent lives to get hurt. And that's enough for now. If we somehow save the day, maybe you can act as a diplomat for your species. When or if you find a way home, I know you will want a way to come back here."

"A bridge between our worlds." Nightmare offered. Fury nodded in confirmation as he crossed his arms behind his back.

"I believe we will both have a better chance at defending our worlds if we work together. This will definitely not be the last time aliens find interest or some madman wants to take over the Earth. Your help would be greatly appreciated. I don't have any grand illusions, but I think we could have a more prosperous future." Nightmare smiles, and stands on her hind legs, wrapping Fury in a hug. Fury was surprised, not expecting that at all.

"I believe that as well." Nightmare whispered, before stepping away. With a flash of her horn, she was gone.

"Sir?" Hill asked, Fury still a bit stunned.

"Let her be. We'll need all the help we can get. Just make sure none of our pilots accidentally target her." Hill nodded, and continued to give her orders. Fury faintly smelled something, before sniffing his black trench coat. "Nightshade, why am I not surprised." Fury lightly chuckled before looking solemnly at the horizon outside the front of the Helicarrier. New York could be seen slowly growing bigger. A minute later, there was an alert as he could see Iron Man, Nightmare, and a Quinjet fly off towards New York.

"We have an unauthorized departure from Bay Six!" Fury nodded, before turning away to get ready himself.


"Son, just don't." Captain America said as he, Black Widow, and Hawkeye board the Quinjet. The engineer simply steps off the aircraft, not wanting to pick a fight between two assassins and a super soldier. As the three strap in and prepare for take off, there was a flash of light and they turned their heads to see Nightmare Moon standing at the entrance to the Quinjet.

"Aww, don't tell me you were leaving to party without me?" She asked with a smirk. Black Widow grinned, liking the sass.

"You can fight?" Captain America asked, skeptical.

"I've fought for my country many times, griffons, diamond dogs, even dragons." Her horn glowed, and suddenly a long scythe appeared next to her as well as more armor covering her body. The blade's end was shaped like a crescent moon, and looked deadly to the touch. Even the barest hint of light made it gleam like it was a piece of the moon. "I'm not some princess playing tough girl. I, am a nightmare." Her eyes flashed white, and all of them felt a shiver of fear run through them.

"Uh, you have no complaints from me." Hawkeye said, not sure how to feel after that little display.

"I shall fly with you, hopefully we will not have to see conflict this day." Nightmare said as she stepped away from the entrance. All was quiet as Hawkeye and Widow continued to start the Quinjet.

"I don't care what any of you say, that was hot." Widow said, making the two men turn to her in shock. "What? She may be another species but at least she isn't some animal." Hawkeye wanted to interject, but knew that once Widow set her mind on something, she wouldn't stop till she got it. After a little while the four were off to New York City.