Twilight Sparkle was mane-high in a pile of books, looking through them frantically. When she would look through a book, and it did not have what she was looking for, the alicorn would levitate the book and throw it off the pile, leaving Spike to place it back onto the shelves.

Scrambling to put away the books, Spike almost tripped over a small scroll. Said scroll had been sent by none other than Princess Celestia, and the scroll was the cause of this chaotic search. On the letter, written in the Princess's signature hoofwriting, was instructions to look for a certain spell in a certain book. In the letter, Celestia stated that this spell was of the upmost importance. Many years ago, a lone unicorn had bestowed the book onto Celestia, claiming that the spell, written in the margin of page forty-two, was not to be cats until the time was right, and that Celestia would know it when the spell was required. Believing the spell would not be needed for a long while, if not ever, Celestia put it in the large collection of books in Twilight Sparkle's Library in Ponyvile before the to-be princess arrived. And now, Celestia believed it was finally time to see what the spell did.

So now, Twilight was searching for this book, flipping to the forty-second page in every book. A quick glance was all it took to rule out a book, but there still was tons of books to be checked, and Princess Celestia had requested the book by no later than sundown.

She had gone through nearly half of the books in her library when she came across a small, dusty, grey-covered book entitled, "Sticks: A History." It was one of the few books Twilight had not read from cover to cover, including, "Why Ponies Don't Wear Socks," "The Differences Between Dust and Dirt," and "How to Properly Take Care of your Pet Rock."

Twilight, when she opened the cover of "Sticks: A History," was truly surprised at what she saw. The inside cover and first page were covered in an intricate drawing of a large, silver alicorn and an odd-looking beast; a beast with the head of a dog, the body of a lion, the wings of an eagle, and the tail of a serpent. Below the picture, in fancy lettering, the words, "Mortuus and Noctis, The Two Duskfangs" we're written. Twilight had never heard anything about anything called the Duskfangs before, and it sparked her curiosity. She quickly checked the inside of the back cover, and sure enough, the page was adorned with a large golden alicorn and a beast with the head of a cat, the body of a rabbit, the wings of a bat, and the tail of a Fox. Underneath, in the same lettering as before, it was written, "Furor and Solis, The Two Dawnfangs."

Twilight, deciding to investigate further after she found the spell, flipped the book to page 42, which happened to be at the exact center of the book. Much to her relief, but not to her surprise due to the book's misleading title, there was a spell written in the margin. It was odd, but Celestia had requested the spell be cast right away, so Twilight Sparkle recited it.

"Mind of Thunder, Heart of Hound, What was lost will very soon be found. Mind of Iron, Heart of Steel, An old enemy will soon itself reveal. Mind of Kindness, Heart of Rage, Awoken from a rusted cage. Mind of Eagle, Heart of Stone, A weapon sharp and fully honed. Mind of Freedom, Heart of Soul, With hope of reaching final goal. Mind of Spider, Heart of Deceit, A challenge and an impressive feat. Mind of Shadows, Heart of Cold, Release the dark's omnipresent hold."

As Twilight Sparkle finished the really long spell, a flash of light filled the room, and then nothing. Assuming it either did not work or the effect of the spell was gradual, she opened the misnamed book and began to read it, ignorant of the occorancings only a few minutes trot away.

Loki woke up with a horrible headache.

After a long week of chaos, trouble-making, and avoidance of any and all law-enforcers, Loki had just wanted a simple hour of sleep. Was that too much to ask?

Apparently, there really was no rest for the wicked. Loki had barely been asleep for a minute before being awoken by this splitting headache. Everything was overloading his senses. The gentle heat of the sun, the soft breeze, the grass pressed against his side, the sweet smell of apples.

Wait a second. The sun? A breeze? Grass? Apples? Loki had fallen asleep inside of a Midgaurdian hotel, not out in the open! What happened?

Come to think of it, Loki was feeling really strange. He felt an odd appendage on either side of back, and both his arms and legs just felt wrong. He also felt as if he was no longer wearing clothes, and instead had thick fur growing out of his entire body.

Beginning to panic, Loki opened his eyes and shot up, and his worry rose when he found himself unable to stand fully. Instead, he was required to support his weight partly on his hands. When he looked down, he really began to worry.

Not only had his hands mysteriously vanished, replaced by smooth, hard stubs, but his arms and chest were covered in green fur. He glanced around, and, spotting a small bucket of water, ran to see what had happened.

Loki's reflection showed an odd green horse, with lighter green eyes and a yellow mane, along with a peculiar green horn sprouting from his forehead. After spinning around a few times to inspect the rest of his new body, he found the odd things he felt were, in fact, wings, and on his hauches was an odd picture, but not an unfamiliar one. The symbol was an intricately designed blue box that Loki recognized immediately as the Frost Giants' Casket. But why it was currently an image on rump, Loki had no clue.

Suddenly, he was knocked over. The figure was greyish-black, with a dark brown mane and brown eyes. Even though the figure was a winged horse like him (but without the horn), Loki thought he looked really familiar.

But then the enraged pony almost screamed, "Are you Loki? Oh, of course you are, who else would it be! Why did you do this, and you'd better fix it right this instant if you value your life!"

Loki grinned, even though he was pinned underneath a hostile pegasus. He said smoothly, "Ah. It's you. It is a pleasure to once again meet your acquaintance, Barton. We really must do this more often."

With a snarl, Hawkeye placed a hoof on Loki's throat and said, "Just fix this."

Loki, seeming to pay no heed to the blunt instrument of his possible death attached to his former minion's arm/leg, simply rolled his eyes and said, "Well, if I could, I would, as you put it, 'fix this,' but I was not the one to cause this odd transformation. Answer me this; if I were, say, to turn the Avengers into equines of some nature, as I am almost positive the rest of your playmates have been affected as well, do you think I would change myself into something similar, causing myself to be hindered in the same way as you pesky mortals?"

Ignoring him, Clint snapped, "And how did you escape the Asgardian prison anyways? And why didn't Thor tell us you escaped?" Loki, however, was distracted, and did not answer, for he had spotted a design on Clint's flank, similar to how Loki had the Casket, but Barton had a design of a bow, and a few arrows. That reminded him; Hawkeye still had a bow and a quiver of arrows slung over his back. That, in itself, was confusing. There was nothing holding them. They were just sorta there. Also, what would a horse need a bow and arrows for? They had no opposable thumbs.

Just at that moment, there was a commotion coming from behind a few trees, coming nearer. The cacophony of voices, although to any Midgardian or even Asgardian ear would sound just like a jumble of sounds, was distinguishable by Loki's Jotoun senses; the adopted Prince picked out every one of the Avengers' voices, including Thor's. Oh, joy.

Each one was panicked-sounding, except for Banner. He was trying really hard to stay calm. Loki appreciated it, for he was not sure of the Green Beast was still lurking, and their confrontation had been... unpleasant. Understatement of the year.

Loki, getting tired of being pinned down, calmly threw the archer off of himself. He may be weak, but Loki was not Midgardian weak. He was still a god, even as a weird horse-thing. He stood up and glared at the group who had emerged from the Apple orchards, closely examining each one in turn.

Stark was a winged horse, as was Barton. The main color of the former-human's fur was red, and his mane was yellowish-gold, with a few streaks of dark brown. Tony's eye-color was hauntingly familiar, for it looked almost exactly as the hue of the Tesseract's victim's eyes, and that was an event Loki would rather not enjoy being reminded of. The mark on the Man of Iron's flank was of the arch reactor usually seen on his suits.

Bruce was, unlike the majority of the others, a simple horse, without a horn or wings to speak of. The stallion (as Loki assumed it would be proper to refer to the males as such, due to their equine state) had light brown hair, with a slightly darker mane, and sad-looking, even darker brown eyes. The image on Banner's haunches was that of the well-known first-aid symbol of a red cross.

Steve also had neither horn nor wings, and was, almost humorously, red, white, and blue. His body was white, and his mane was striped red and blue. Also, one eye was red, and the other was blue, and the image was that of his customary shield, which peculiarly was, like Barton's bow and arrows, slung onto his back with no obvious form of carrying.

Natasha, however, had a horn perched on her forehead. Her fur was pitch black, as well as the majority of her mane and tail, excluding the red tips. The assassin's eyes were a striking red, the same hue of the ends of her mane. The mare's Mark was that of a white spider. Loki assumed the only reason the spider was white was to provide a contrast to Romanoff's otherwise dark appearance.

And last, and least, in Loki's opinion, there was Thor. Thor, similar to Loki, had both a horn and wings. Loki's sort-of brother was mainly blackish, with a few silver markings such as his muzzle, his left leg (back hoof?) and a few spots along his back. The Asgardian's mane was red, and laid flat, sort of cascading down his neck, unlike the rest's; Bruce, Stark, and the Captain all had longish manes that stood up and spiked slightly, while Romanoff's was short and raggedly cut. Burton's was cut short, while Loki's was sorta slicked back (obviously). And his eyes were blue. Mjornir, like the other weapons, was in some invisible holster or something like that, and the Prince's mark was that of a thundercloud. How original.

The ponies (for they all looked too small to be considered horses) ceased bickering when they noticed the reason why Barton had suddenly ran ahead.

Several cries of, "He escaped?!" was followed by a single cry of, "Loki, you aren't dead?!"

This was followed by a long argument with Doctor Banner just sort of standing off to the side awkwardly.

None of them had noticed that a single mare that had been watching from behind a tree had ran off in the other direction when the discussion began escalating.

So, that's chapter one. I apologize for the long description part, it was either now or later, and I bet I would have completely forgotten about it until I finish, like, the last chapter.

BTW, That whole Duskfang/Dawnfang thing? I got the names from Elder Scrolls IV Shivering Isles expansion pack. The actual concept came from my brain. Don't ask me about them. I still have not decided what their role will be.

PS I apologize if the characters are OOC, this is both my first MLP and Avengers fic.

PSS No, I do not own Marvel or MLP. Deal with it.

PSSS Feel free to point out any grammar or spelling errors. My stupid tablet has stupid auto-correct that changes things in weird other things, and I don't always notice it. It already changed 'cast' to 'cats' and I hope that I did not miss any others.

- Jinx