A/N: Hello lovelies, this is my new story. I've been fed up with the lack of good Avengers/HP crossovers with Loki as a main character so here's what I came up with. Enjoy! No pairings.

Disclaimer: I do not own Harry Potter or Marvel, nor do I claim to. J.K. Rowling and Stan Lee do I think.

Chapter 1 - Prison Break

Loki lifted himself up on shaky legs at the sound of what seemed to be thunder in another part of the Asgardian prison he was kept in. After the failed attempt at capturing the tesseract and ruling Midgard, Loki had been imprisoned on Asgard in a magic, fool-proof prison cell. Loki was incapable of performing magic inside this room and it caused his body to weaken. The constant presence of magic had taken a large role in increasing his body's performance and without it he felt weak and defeated. He was proud of the fact that they had to fashion a special cell to accommodate him.

The ground rocked beneath his feet and Loki felt himself collapse. What he had previously thought of as Thor, that imbecile, visiting was seemingly a much bigger issue. Loki considered all the possibilities for what could have caused such an explosion, but quickly concluded that someone was attacking Asgard. He got back to his feet and thought about how he could use this to his advantage. The recurring thunderous sounds were getting closer and though Loki could hardly stay standing, he gathered the little energy he had and prepared to teleport.

Once they got close enough and put even a slight crack in his cell walls, Loki would be able to gather the amount of magical energy needed to flee. He figured going to Midgard would be the easiest place to hide while he regained his strength. Loki recalled a secret magical portal he had found some time ago. He had considered using this portal as an easier way of transport but the magic surrounding the exit spot was spotty at best. He wasn't sure if it would place him in Midgard alive. It was a chance he was going to have to take.

The explosion that allowed Loki to escape rocked the entire cell. The ground shook with tremors as the rock split and cracked all around him. A think break appeared in the glass allowing him to see the outside hall. He watched himself grin magically in the reflection before he noticed behind the glass was a very bulky, very blonde man Loki would recognize anywhere. Thor had come to make sure Loki didn't escape. How sweet, he thought viciously. What had Loki's grin faltering, though, was the look on his not brother's face. He looked almost honestly worried for Loki's well-being. Thor opened his mouth to say something to Loki but he was too late. The world around Loki changed in a flash as he found himself being deposited onto smooth grass. It was a soft landing, which made Loki incredibly proud. He had assumed his lessened magic would leave him falling through the sky. He picked himself up off of the ground, his boots roughly tearing at the grass as he began to run away. Away from the landing spot, away from Asgard, away from Thor.

Thor. How would he fare back in Asgard? Loki stopped the thought there and focused on where he was headed. He refused to look back, too see his dark past clouding his future. He stopped when he reached a forest. It was dark and ominous, something Loki was not impartial to. It seemed like his kind of place to hide. He gripped his dark green trousers with one hand, hiking them up his narrowing hips. It wasn't that the prison didn't feed him well, it was Loki's own stubbornness that prevented him from devouring the meals offered in the prison. His frost giant heritage allowed him to forgo eating for an extended period of time, though it didn't necessarily look good on him.

He prepared to enter the forest which he felt an inexplicable connection with when voices startled him. He, dismissing his earlier pact with himself to not look back, turned to see a most magnificent sight. Though Asgard had left him almost impartial to most Midgardian beauties, he could appreciate this.A large stone castle, larger than any he had ever seen on Midgard, stood facing away from him. He could see a glistening lake with the sun flashing across its surface. Loki's ogling was halted by the sight of a large group of children following an abnormally large mortal headed toward the dark forest. Loki, unprepared for the interruption, turned and disappeared into the thick foliage.

He ducked low branches and dodged thorny bushes. He ran for less than a minute before one of the oddest things happened. Loki was no stranger to abnormal beasts but when those beasts are squawking indignantly at him, he tends to back in fear. He raised himself from his position on the ground, a result of him slamming into the winged side of this creature, and stepped away. Now able to see it, he noticed it had the front legs, head, and wings of an eagle, with the hind legs and body of a horse. It's orange eyes gazed at Loki in fury and it snapped its steel coloured beak a few times at him.

When he looked around him, Loki noticed there were multiple of these silly creatures preening about. A few of them looked disinterestedly at the one Loki had bumped, but none moved to help it. Hearing the group of students get closer, Loki considered his options and decided to transform into one of the eagle horses. He felt his spine lengthen and his clothes meld into his flesh which then sprouted feathers and fur. His feet compressed and turned to hooves while his fingers molded together to for three talons and lengthened, the tips sharpening to a point. His nick extended and his mouth stretched outward to form a solid beak. Bones crunched and reformed and others lengthened.

After becoming a large, black, eagle horse, Loki trotted away from the angry, confused grey one. He shook out his feathers and prepared to jump and flee when the students arrived. Loki looked at them, crouching and flapping his large wings. The large one, that reminded Loki somewhat of Volstagg, looked surprised at the new addition to his group of eagle horses but when he pulled a dead ferret off of his chest Loki jumped. Loki was almost positive he looked in awe but he couldn't be sure. Loki flew away from the odd castle, relishing in the feel of wind against his body. It whipped at his shining black feathers and he closed his eyes.

Remembering how he had recently been depleted of his entire magical supply, he was suddenly suspicious of his ability to perform magic so easily so quickly. He focused on his magical presence and noticed more than half of it was being supplied by some outside force. Loki descended back into the forest, not too far from the class but out of hearing distance. He transformed back into his regular form and got into a meditative position, trying to figure out what was supplying the magic. He followed the wispy strands of non concentrated power all the way to the castle he had seen earlier. What a coincidence! A magic source willing to supply him right there! It must have been the cause of his soft landing and ability to run straight. Loki chastised himself for not noticing earlier his regained strength.

How can I use this to my advantage? He thought. He remembered all of the small children in matching outfits - uniforms? - and how they had been following the adult. They had been clutching dangerous looking books and half of them seemed positively enthralled by whatever the big man had been yelling about while the other half looked as if they would rather be anywhere but there. So, a school I suppose? Loki mused. Well, a school for magicians, he assumed. If a school was supplying Loki with magic, then he must join the school. It was a plausible idea, shape shift into his younger self and use a duplicate to imitate his mother. Magic some fake transcripts like the ones he remembered seeing on his last visit to Midgard. There was a story behind that, but not one he was partial to telling.

Well, it's better than hiding out in a forest until he regained his strength. Changing his form from the eagle horse, Loki turned back to himself before shrinking his clothes and his body. He figured the least amount of changes he made, the easier it would be to keep up the glamour. He left his hair long and curly but planned to smooth it back when he had the chance. He looked almost an exact replica of his thirteen year old self, minus his hair being long, sullen face, scrawny, underfed body, and his ragged clothes. He created a duplicate and glamoured her to look like Frigga and teleported the both of them to the doors of the castle.

A/N: There you go! If there are any mistakes let me know, R/R