This takes place during Thor, on Asgard, but is listed as an Avengers crossover so that more people can find it, as all the characters are equally applicable.

There is NO SLASH in this story. There is NO GRAPHIC MPREG. There is a GRAPHIC FOALING SCENE, so beware.

Includes horse!Loki for a good part of the story, but he is in his "human" form for a pretty considerable portion as well.

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Heavy panting filled the room.

"Oh, hell," someone moaned, and straw rustled.

Upon closer inspection, one could find a lithe, dark-haired figure lying in a deep bed of straw in the darkness. The person trembled violently, hands clenching and unclenching rapidly, back arching, feet kicking. They gritted their teeth and stilled for a moment, before biting down a moan of pain as the tremors redoubled. The breathing came deeply, but was shaking and forced in pain. A thin whine pierced the air.

Between the cracks in the double door, torchlight filtered in and illuminated a drawn face shining with perspiration, eyes hollowed and dull in pain. They couldn't help it when a low, constant moan eased out from between their teeth, in and out with their labored breathing. The torchlight became more intense, and heavy footsteps stomped down the barn aisle, coming closer to the door.

The person's face contorted in agony and a strangled yell escaped their throat.

Suddenly, the stable doors flung inwards and a tall, burly, blonde man with a bright torch in his fist stood in the doorway, gazing down at the tortured person in the straw.

"Loki," he breathed, putting the torch in the bracket and rushing to the person's side, falling to his knees by Loki's head. "Brother, what is wrong?"

"Get Frigga," Loki gasped in between shaking breaths. "Thor, please."

The imploring look on Loki's face sent Thor flying for their mother, Frigga, immediately. He burst into the throne room and saw his parents, Odin and Frigga, seated on their thrones, seeing the last of the day's visitors out. Composing himself, Thor strode up to Frigga, and when Odin was not watching, gave her a message:

"Loki needs your assistance. He is the largest stall in the broodmare stables. He looks to be in great agony."

Frigga nodded, almost imperceptibly, and went to Odin, grasping his elbow lightly to gain his attention, "Odin, I must retire now. I grow weary from today's hearings."

Odin nodded and gestured off towards the door, looking preoccupied. Frigga and Thor wasted no time in leaving the throne room. The second the massive doors had closed behind them, Thor took off in a dead sprint with Frigga right behind him.

Loki was just as Thor had left him: shaking and moaning in the straw in the largest stall of the stable, except now he'd stripped most of his armor, boots, and cloak, and it lay discarded not six inches from him. Frigga went to him, kneeling on one side, with Thor on the opposite. Frigga looked up from her younger son's face and frowned at Thor for blocking the light. Self-consciously, Thor moved out of the way.

"Loki. Loki, look at me," Frigga said softly, and Loki's eyes darted to her face. "Good. What is wrong? Were you poisoned? Injured?"

"No," the god of mischief panted, his breath now shallow and harsh. "So hot," he moaned and tugged weakly at the hem of his shirt before Frigga helped him pull it off. Pushing at the waistband of his pants, Thor helped him by pulling them off by the ankles. He preserved some of his poor brother's modesty with a well-placed pile of straw.

"Where does it hurt?" Frigga watched as Loki's tight fists moved to his lower abdomen. Pressing over his flat abdomen, she heard his sharp intake of breath when she reached the area just below his navel. "What does it feel like?"

"Sharp, dull ache," Loki breathed, then his breath caught. His eyes widened and his mouth gaped, shallow breaths choking in his throat, frozen for a moment. Then his face contorted into a mask of absolute torture and he convulsed, trying to double over. "Comes in waves," he barely managed to bite out.

Then a bell rung in Frigga's head, and her face slackened in shock.

"What form did it happen in?"

Loki looked confused, but his sharp mind put it together quickly and he whispered, "horse."

"'What form?' Brother, you change shape?" Thor looked upset at being so far behind the curve.

"Yes, he is a shape changer. Now quickly, get some cloth—big sheets, long lengths. Move!" Frigga snapped at Thor, who scrambled to comply after looking stunned.

"Loki, listen very carefully to me, love," Loki's eyes flitted back to Frigga's face, lidded with pain. "I need you to take the exact form you were in when it happened. This body will not allow you to birth the foal."

Thor came back with the requested items. Frigga looked up momentarily, long enough to ask Thor to pass her a long bandage. Loki took a deep breath and steeled himself, and in a haze of gold light, Loki became a horse.

The lean, white mare sprawled out over the straw, inky-black mane and tail splayed. Her flanks and neck were already grey with sweat, and her belly was massive. It became immediately apparent to Thor, who knew much about horses, that this mare was pregnant, and in labor.

Thor eyed the bandage in Frigga's hands, and took it from her. "I know how to take care of a horse better than you do, mother," he said, getting to business.

"Just remember . . . this is not a horse, this is your brother. Respect him." Frigga retreated a step to watch Thor, and step in if needed.

The god of thunder discarded his cape and armor on his arms, tossing them aside into the straw. He wrapped up the mare's tail with the bandage, pushing it out of the way. Then he moved around to her head.

"Brother, you must trust me on this. Nothing will change between us. Let me help you, and, for the love of Valhalla, do not kick me," Thor said with a hint of humor. The mare, Loki, lifted her head slightly and snorted at Thor, then glanced at her barrel before lowering her head to the straw again, as if in shame.

Frigga saw her opportunity to help. Shooing Thor away, she knelt down and took Loki's head into her lap, stroking her soft, white fur, patting her flat cheek, wiping away the condensation that dripped from the mare's nose because of the cold breath on hot skin.

"It's all right, Loki. Nobody will ever know about this, except myself and your brother," Frigga said softly, continuing in a stream of soothing words, stroking Loki's forelock and ears.

Thor watched Loki's ears as he patted her barrel gently, then her flanks, then her rump. The mare's ears stayed focused on Thor, only occasionally flicking forwards to hear what Frigga was murmuring. Her breathing was still heavy and labored, and occasionally she would groan, her whole body tightening and legs straightening.

"Hold Loki's head," Thor cautioned, and Frigga wrapped her arms around the mare's neck. He put his hand on the mare and her tail clamped down. Sighing, "I'm sorry, brother," he removed Loki's tail and reached inside.

Loki gave a sharp snort and struggled to sit up, fighting Frigga's grip. She kicked with her back legs, letting out a shrill whinny before Frigga silenced her. "Whoa, Loki, whoa, calm down, it is for the best," Frigga said, wrestling the mare's head back down. Loki rolled her eyes back, trying to see Thor.

"Do not kick me!" Thor called up to Loki's head. Loki gave a long, quavering snort but held her back legs still. He fumbled around and finally felt what he was looking for: the foal. He expected to feel two hooves, a sign that the foal was in the correct position, but instead he felt four.

Moving back around to Frigga, he said to both, "the foal must have all four feet coming. That will not hurt it, but it might be a deal more painful for you, Loki." Thor looked regretful as Loki's expression took on a panicked look, and he noted that there was white froth dripping from the mare's mouth. She was in considerable amounts of pain already; much more than she let on.

"From mother to daughter . . . or rather, son-as-a-daughter, you need to let the professional, in this case, Thor, take care of you. It is humiliating sometimes, but it is the only way you and the foal will get through this quickly and safely. When I gave birth, everybody could see my face and there were over fifty people present. Be glad you do not have an audience, Loki," Frigga said soberly.

"And whenever you feel the urge to, push." Thor backed up several steps, taking care to step over the mare's long, black-socked legs. He could tell whenever Loki pushed, because her body would look tense and frozen for a minute, and she would huff, then relax. When Thor saw the foal's tiny hooves, shrouded in the bluish amniotic sac, and all looked to be going well, all hell broke loose.

Loki let out loud, panicked neighs and scrambled to her feet, pacing around, throwing her body against the stall walls. She pawed the air violently and twisted her neck around, huffing at her distended barrel before letting loose a particularly shrill screech. Frigga jumped to her feet, as did Thor, and they moved cautiously towards Loki. Loki watched them a moment and gave a breathy whinny, then barged forward, crazed with pain and panic. Her knees buckled and only Frigga's quick action saved her from falling heavily to the ground. Thor motioned for Frigga to hold his brother's head still and keep her down while he reached back inside.

The slick membrane surrounding the foal gave Thor no purchase, and he grasped at it in vain, afraid he was going to break its bones if he continued. He withdrew, up to his elbows in blood and water and mucous, and used the sharp point on his discarded arm guards to break the amniotic sac. Now he was able to pull the sac away from the foal and toss it into the straw. For the final time, Thor plunged his hands inside and grasped the foal's angular body, pulling it clear of Loki's body.

Loki gave an exhausted huff and closed her eyes, breathing calming. Contractions still made her body taut occasionally, but she looked markedly more calm than she had been fifteen minutes ago. Frigga reached her hand around under Loki's chin and felt her pulse; it was slowing at a startling rate, approaching the point where she would die.

"Loki, mare, get up," Frigga said sharply, and Loki's eyes opened slightly and her ears flicked lazily towards Frigga's voice. "Up, mare, up!"

"Stand up, you beast, you! Animal! Mare!" Thor shouted, waving his arms. Loki, startled and angered, scrambled up and stood with her feet planted wide and head hanging low, nose touching the dark, wet fur of her newborn foal. Though incredibly fatigued, the mare's ears were pricked and eyes were bright as Thor's and Frigga's as she took in the foal's look. Quite simply, it had eight legs.

"Well? Aren't you going to lick it?" Frigga asked. Loki gave her a look and flattened her ears slightly, but licked the foal with long, rhythmic strokes. The mare kept her eyes on Thor and Frigga the entire time, seeming to ask, "do you approve?"

The foal whinnied blearily, a tiny, innocent noise that made Loki prick her ears curiously. It started to totter to its feet, propping its four back legs up and staggering into a wobbly standing position. Its fluffy, eight-legged appearance reminded Thor all the world of a little, wet spider and he burst into laughter before a murderous, flat-eared glare from Loki silenced him.

The mare licked the foal more gently now that it stood, watching warily as Thor checked its gender.

"Congratulations, brother, you have a fine young colt."

Loki gave a soft snort and continued licking, then nudged the colt towards her belly. Thor put his hands on its chest and rump, carefully guiding it to Loki's flank, where it could feed. Once the colt was situated, all the tension left Loki's body. The great, white mare raised her head, looking down on Thor, dwarfing him. Her pale green eyes regarded him with an intelligent glitter and she stretched her muzzle towards him, whuffling his hair softly, running her nose over his face gently.

Thor smiled in appreciation, taking his brother's actions as a "thank you," but Loki's nose had still been covered in water and mucous from the foal, and he scrubbed at his wet face with a corner of his cape, rather sheepishly. Loki made a soft chuffing noise that sounded like laughter.

Suddenly, though, the calm bent of her body was replaced with tension, like a twisted spring. She quivered, raising her head a good two feet over Thor's, eyes alight and ears straining to hear. Loki's breathing stilled, and Thor and Frigga found themselves holding their breath as well.

Then Loki snapped out of her trance, violently, almost kicking her colt in the process of charging towards the door. She reared up, striking at the wood with her hooves, gouging and stressing the material with deep dents. Loki tossed her head, hitting it on the rafters, forcing her to drop back down.

Thinking quickly, Frigga snatched the foal and held it to her chest, while Thor grabbed the extra halter hanging on the wall and buckled it over his brother's face. Loki thrashed fiercely, and Thor yanked hard on the halter, the sharp sound of leather slapping against skin ringing out. Loki stilled momentarily, and Thor said, "whoa, there, mare."

Pinning her ears and baring her teeth, Loki bit Thor viciously, sinking her teeth into his shoulder. Thor gritted his teeth and smacked hard at Loki's nose, and Frigga watched in quiet horror. One of her sons was going to get very hurt very soon if this did not cease.

Left with no other options, Thor wrenched open the door and led a prancing, nervous Loki down the aisle into an empty stall. "I don't know what's gotten into you, brother, but you must stop this. Now you must remain here until you pass the afterbirth and relax, else you pose a danger to myself, Frigga, and your foal," Thor said solemnly, breathing heavily. Loki pinned her ears and lunged at Thor, who just managed to duck out of the stall.

Thor leaned against the wood of the door, listening to Loki pound on the other side angrily with her hooves, catching his breath, when he heard someone clear their throat. Thor looked up cautiously, eyes travelling up the body of Odin.

"What are you doing here, Thor?" Odin asked simply, not angry.

"I-I … uh …" Thor scrambled, and it became painfully obvious why Loki was the god of lies, and not he. "There was a mare in foal … and I came to … assist … what are you doing here, father?"

"Out of season? All my mares should have been bred last week," Odin pointed out, giving Thor a suspicious look. "Anyways, I heard a commotion. I thought I heard screaming, so I came. But what about his mare?"

"She was … new. You just bought her. She must've been with foal when you … acquired her." Thor tried to keep his face neutral, gauging Odin's reaction.

"That stocky bay thing?" Odin's one eye narrowed, trying to remember.

"The exact one," Thor winced as he heard Loki give an indignant neigh, slamming both her feet into the door. "She's not a very good mother, though. I had to put her in here; she was endangering the foal."

"First-time dams never are," Odin sniffed, "but next year we'll breed her on time and she'll be better, doubtless." Loki gave a particularly harsh bray and the whole wall shuddered. "Exactly how big is this animal?"

"Uh … pretty big, I suppose," Thor lied uneasily, changing the subject quickly. "The foal is down in yonder stall, if you wish to lay eyes on it."

Odin nodded and set off in the opposite direction, while Thor scrambled to retrieve his brother's clothes, informing Frigga quickly of the situation. Thor had to dodge dangerously flying hooves as he entered Loki's stall and threw the clothes down. The mare sniffed disdainfully, but in a cloud of gold light, transfigured back into Loki.

"I was trying to tell you, brother, that Odin was coming, but some people just don't listen," Loki said peevishly, tugging on his clothes hurriedly. "The afterbirth is over there," he gestured to the far corner. Thor kicked some straw over it, muttering,

"The stalls will be mucked out later."

Loki, fully dressed, covered in straw, glistening with sweat, and looking dead beat, pushed past Thor and stuck his head into the aisle, scanning for Odin. The coast was clear, and Loki sneaked into the aisle, tiptoeing towards the stall where the foal really waited. Thor hung back, waiting for Odin.

Slipping into the stall, Loki fell to his knees in front of Frigga, grasping at the foal. "Oh, you are precious," Loki murmured in awe, placing a kiss on the tiny baby's forehead. It gave a soft bleat and nuzzled at him, looking for more milk.

"I'm sorry, this body doesn't have what you seek," Loki said, the expression on his face one of absolute rapture. He looked up at Frigga, and a bond of motherhood and joy ran between them suddenly.

"It truly is a miracle, Loki," Frigga said softly, running her fingers down the colt's long, skinny legs. "What will you name him?"

"He was a slippery little thing. Slipper? No … Sleipnir." Loki settled on the name decisively, a contented grin spreading across his face as the newly-named Sleipnir suckled on his fingers. The moment was the most precious, pure moment Loki had ever experienced in his life. He was truly blissful at that moment.

Until Thor and Odin barged in. Odin cast a confused glance at Frigga, who shrugged.

Then Odin's eyes alighted on the precious creature, and a greedy look flashed across his features, not missed by Loki, who clutched his baby closer to him. Odin settled himself so that he could see the foal clearly, running calloused hands over its body.

"I wonder who that mare was bred to. Must have been a truly extraordinary sire," Odin muttered.

"Or a truly extraordinary dam," Loki said defensively, shooting Odin a glare.

"I would not say its dam is extraordinary. She is really … very ordinary. Nothing more than a broodmare." Odin responded, unaware of the rage that flashed across Loki's face. Looking over Odin's shoulder, Thor shot Loki a look that said, "calm yourself."

Breathing deeply, Loki calmed down, but still held Sleipnir possessively. The colt twisted in Loki's arms, running his tiny muzzle up and down Loki's face and neck, as if examining or searching him.

"Yes, you know who I am, little one," Loki murmured almost lovingly, bowing his head to place a kiss on the foal's back. Odin regarded him oddly.

"This foal's appearance suits him well. I think I will name him—" Odin was interrupted by Loki's quiet, venomous voice.

"Sleipnir."

"What did you say, son?" Odin's voice had a faintly dangerous ring to it. Loki looked up from his precious Sleipnir, eyes dark, sunken by the circles of exhaustion beneath them, cheeks hollow, face drawn and pale, yet intimidating. His body radiated cold fury, completely palpable; frost crackled over the straw.

"This foal's name is Sleipnir, and I forbid you to call him by any other name," Loki hissed. Odin was taken aback at his son's sudden hatred.

"You seem to be very attached," Odin pointed out with a furrowed brow, bemused.

"I have labored long and hard in delivering this foal; I feel a sense of pride at its fine health," Loki said simply. Odin shot a look at Thor.

"That runs contrary to what your brother has said to me. He claims he had to pull this ... Sleipnir ... from inside the mare," Odin said, and Thor held up his hands, covered in dry blood and amniotic fluid.

"I assure you, my part was just as important, if not moreso," Loki said haughtily, and Frigga quickly intervened.

"It was indeed, both princes helped to birth this foal." Loki noted Frigga's choice of words and smirked. He could very well have been blood related to her, what with her equally silver tongue.

"Fine, fine, then, Sleipnir he shall be. Will his dam accept him?" Odin asked, holding his hands up placatingly towards Frigga and Loki.

Frigga shared a look with Loki before saying uncomfortably, "I believe she cannot, or will not. Sleipnir must be given a surrogate dam."

Loki bowed his head, biting his lip furiously, drawing blood. A single tear tracked down his cheek and splashed onto Sleipnir's fluffed, grey coat. The foal squirmed at the feeling and broke away from Loki's grip, gallivanting about the stall with an easy grace unknown to normal foals.

"Then it is a good thing we have a nanny mare," Odin said simply, reaching out and patting Sleipnir's little neck before rising with cracking joints and making his way out of the stall. Once the All-Father had left the barn, Loki let a sob escape his lips.

"Loki, my son, what troubles you?" Frigga asked gently. Sleipnir bounded over, pawing at Loki's hands with two tiny hooves. Loki rubbed his fingers over the foal's narrow face affectionately, the action tinged with sadness.

"I cannot keep my child," he said despondently. "I am a new mother, and I am failing ..."

"Fear not, Loki, we will find a way for you to be with your babe," Thor said confidently, gathering his shedded armor from the straw. "There is no way we will keep mother and child apart."

Loki gave a terse smile. "I hope you are right, brother."

XXX

Loki slept for two days after Sleipnir's birth; Frigga said he deserved it. "Birth is particularly exhausting, not that men would know," she'd said imperiously, her look conveying the essence of the beautiful Female Mystery. Thor had surrendered and obeyed Frigga's every wish for her newly-made-mother son.

The two days were filled with confusing, fractured dreams for Loki, punctuated by ill-recalled flashes of lucidity as Thor or Frigga woke him to allow him to eat, drink, and relieve himself. When he finally awoke on the second day, he felt better than he had on the night of his son's birth, but a sense of despondency weighed heavily on his heart.

Lying in bed, staring up at the vaulted ceiling of his room, Loki struggled to remember why he felt so blue. Then it hit him like a Frost Beast. Odin meant to take Sleipnir as his own horse; the look of greed on the All-Father's face at first sight of Sleipnir had communicated nothing less to the perceptive new mother, Loki.

The first moment he was able to sit up and speak coherently, Loki demanded to be let outside. Thor laughed at his brother's impetuous tone, but had obeyed his wish, as per Frigga's orders. Once outside, Loki breathed in the clean, Asgardian air, a haze of golden magic consuming him before Thor could protest.

"Don't waste your strength, brother," Thor cautioned to the impossibly elegant, angular mare that towered over him. She tossed her head and snorted flippantly, trotting off towards the other horses. Needless to say, they were quite spooked when she sailed over the fence with the utmost ease.

Sleipnir seemed to recognize Loki and came running up to his mother eagerly, and Thor saw the uncanny resemblance: both were lean, angular, and positively regal, moving with divine ease and fluid grace. Sleipnir's extra legs did not seem to hinder him in the least; in no time, Loki was galloping to keep up with her ambling, excited colt.

The two flew around the field together, the perfect picture of freedom and joy. Loki was truly happy with her foal, if the way she carried her tail, streaming like a banner behind her, and the gleam in her eyes were any indication.

Finally, Sleipnir tired and tumbled to the ground in a tangle of long legs. Loki skidded to a stop, anxiously nuzzling her colt, who popped his head up and whinnied happily. Relieved, Loki stood protectively over her firstborn as the colt struggled to his feet and nursed.

Completely absorbed in watching his brother, Thor was unaware of Odin coming up behind him.

"Where did that mare come from?" Odin asked suddenly, and Thor jumped slightly.

"Oh—I-I didn't ... notice her ..." Thor lied uneasily, and Odin gave him a plain look.

"Leave the lying to your brother, Thor, you are awful at it. Tell me more about that mare, though. I desire her. Perhaps she would make a good mount for Frigga," Odin said pensively, and Thor fidgeted uncomfortably.

He wanted so badly to spill the truth to Odin, to have this weight of lie taken off of his back, yet at the same time, Frigga had bound him to secrecy. "It is critical," she had whispered to him urgently, "that nobody knows of your brother's shape-changing. They will kill him if they knew."

"She ... must be ... one of the last year's fillies," Thor said slowly, testing the words for truth. Odin gave him a look.

"You are lying, Thor," he said simply. "Is it a wild mare? I will not be upset if she is one of Asgard's Fabled. In fact, if she is of the Fabled, it only makes her better," Odin stroked his beard contemplatively.

"She is certainly wild," Thor mused sadly as Loki noticed Odin and moved to shield Sleipnir from him. Even at this distance, the mare's green eyes were piercingly clear. She drew herself up to her considerable height and trumpeted at Odin, a clear and harsh challenge.

You just try to take him, try to snatch him from my flank! Loki seemed to declare, prancing over to the fence. Sleipnir ambled after her, gazing good-naturedly at Odin and Thor, even calling a friendly whinny to Thor.

Thor chuckled at the little foal's antics and went to pat him. Right when he was only a horse-length from the fence, Odin called out,

"Do not go closer, son! The Fabled are proud creatures—to touch her son would be death!"

Loki tossed her head proudly, and seemed to be nodding, a wicked gleam in her eyes.

"Loki was right when he claimed an extraordinary dam," Odin breathed, creeping closer. His hand moved to Gungnir, and Thor tensed. He did not know what his father was plotting, but it didn't seem to spell anything good for Loki. Moving with blinding speed, the All-Father fired a golden blast at Loki.

Enraged, Loki reared up, intending to leap over the fence and trample the man who dared threaten her and her foal, but the magic seized her body. Stupefied, she fell, crashing heavily into the fence, splintering the stout timbers as if they were matchsticks.

Sleipnir neighed in panic, rushing to snuffle his fallen mother. He was distraught, pawing at her great, fallen body with all four of his tiny front hooves. Thor reached out and grasped Sleipnir, lifting him up and holding his spindly body to his chest as Odin summoned guards to drag Loki's body to the stables.

Thor watched on tenterhooks as a sledge and two solid draft horses were procured and the limp body of his brother was loaded onto it. Loki was hauled away, long legs dangling off the edges of the sledge, tongue lolling out of her mouth. He was forced to replace the squirming Sleipnir when his nanny came over, calling urgently for her young charge. Sleipnir bounded over to the nanny, trembling all over, seeking milk in reassurance.

The moment Odin was out of sight, Thor took off to inform Frigga of this startling turn of events: Loki had been captured by their father.

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Sleipnir will not take a human form, nor will he inherit any of Loki's magic. "The Fabled" are something I came up with to explain Odin's fascination with the wild horses. Let's just say they're gods among horses, and highly revered by Asgardians.