The next morning Peter and his pony friends had made their way to the S.H.I.E.L.D. Helicarrier. Captain America, Iron Man and Hawkeye all stood ready for battle. Thor had to watch over Asgard due to the Odin Sleep, Hulk had to help Black Panther take care of something in Wakanda, Ms. Marvel was assisting the Guardians of the Galaxy on a large task and Wasp wasn't anywhere to be seen at the moment.
This was fine for Peter, he didn't want to bring too many of the Heroes to Equestria, this group was fine as is.
"You ready for this everyone?" Cap asked.
Peter nodded, "Yeah, let's take back Equestria."
Twilight looked a bit angsty, "Please hurry, we've been away for two days, I can't fathom the damage they might have caused."
Stark looked around, "Where's your daughter?"
"With the Fantastic Four, Eris agreed to come back for her later, for now she's much safer here," Twilight said.
Peter nodded and turned to Eris, "Ready to transport us?"
"Sure, but aren't we forgetting some people? What about your other friends?" Eris asked.
Before Peter could answer, he heard the voice of his Fantastic Four ally, "Yeah Pete, don't forget about us."
Peter turned to see Johnny Storm arrive, wearing his Fantastic Four outfit, his blue, white and orange design. Next to him was Bobby, also wearing an outfit ready for fighting. Remy was also there with his staff and cards ready. Also to their surprise, they saw Logan appear in his classic Wolverine suit.
"Whoa, Logan, been awhile since I've seen you in that," Peter said.
Logan looked down at his attire, "Yeah, kinda missed it. Plus I didn't wanna be the only one not wearing official attire."
"It looks handsome on you," Fluttershy said with a blush.
"Oh speaking of which, I should get Peter and Twilight ready," Eris said and used some magic to give Twilight her Amethyst Sorceress attire and Peter his newer Spider-Suit. "There, much better."
There was some surprise among the heroes upon seeing Peter's new suit, Johnny being the first to speak up, "Dude, new look?"
"Looks cool, it's similar to what the Fantastic Four wear," Bobby said.
"He did wanna be a member if I recall," Remy said.
"Hey he can, we'll just rename the group, it'll give me an excuse to let Rainbow Dash join as well," Johnny said.
Rainbow Dash looked excited, "Sweet, I'll be a Wonderbolt and a Member of the Fantastic Four...sorta."
Peter rubbed his head a little, "It just came really, I ditched my old suit, along with the Spider-Mane name. Now I'm just Peter."
Johnny crossed his arms, "That's a little disappointing, but no big deal, you're still Spider-Man to us."
Cap turned his attention to the heroes, "So you're all coming as well?"
"Of course, we're not gonna let Peter handle this himself, not when we can help. Plus who knows, maybe we'll get to stay in Equestria," Johnny said with a hopeful smile.
"Yeah, all of Twilight's friends deserve their happiness too," Remy said. "Including my Applejack."
"Hey don't forget me too," they heard a voice say. Everypony turned to see Janet Van Dyne arrive.
Peter looked very surprised at seeing the Avenger, "Janet, you're here!"
"Of course, I heard about your arrival from Nick Fury," Janet said, walking toward the hero. She then pulled him into a small hug. "I really missed you Peter, it's not really the same without you."
Peter returned the hug, "I missed you too Janet.
Janet looked over to Twilight, "How are you doing Twi? How's Mayday? Is she around?"
"I'm fine, no Mayday's with the Fantastic Four...well three of them now," Twilight said, then turned to Johnny. "I thought you were gonna stay and keep Mayday company?"
"She's got Franklin for that," Johnny insisted.
"Plus the rest of the group are gonna watch over here, Johnny wanted to come with us to help Peter," Remy said.
Twilight turned to Peter, "Is that ok that they wanna come to Equestria with us?"
Peter looked to his friends, each of them with a determined smile, ready to help. Peter really didn't expect them to assist, though he should have expected that, especially since they're all still in love with Twilight's friends. He hoped they wouldn't have to come though, he had his reasons as to why, but right now he can't turn them away. He just hopes he can figure this situation out later.
"It's fine, I really don't want them to be burdened with our problems though. I can understand The Avengers but-" Peter was interrupted by Johnny.
"It's fine bro, we don't mind helping, you're our friend and we love the Elements. Now let's go to Equestria and kick some ass!" Johnny said.
"Wait, someone's missing," Pinkie said, looking to the door. "He should be here any second now." Moments passed by, but nothing seemed to be happening. "Any second now..."
A minute passed by, still nothing. The others looked confused as to why Pinkie waited eagerly watching the door, as if someone would just come by, but nothing. Peter decided to speak up to figure this out, "Who are we waiting for?"
"Deadpool of course! I have a feeling he's gonna show up any second," Pinkie said, still feeling anxious about seeing her true love.
Peter groaned though, he definitely doesn't wanna bring that moron with him. "Don't get your hopes up, besides he's not someone I wanna see right now at all."
That comment took the heroes by surprise, Peter never liked Deadpool much but he didn't think he would say something like that so bluntly. Even Twilight was surprised, even if she did understand Peter's reasons.
Pinkie looked sad after hearing that, still hoping Deadpool would show up at the door. "But...I thought he would come...He has to come...Wade, I miss you..."
Johnny approached Pinkie and pulled her into a small hug, "We can't wait any longer, we have to save your world."
Pinkie nodded, "I guess..." She leaned in for a closer hug, "Still..."
"Come on, smile, being sad isn't your thing," Johnny said in a comforting way.
Pinkie nuzzled closer to Johnny, her loneliness starting to creep up. "I miss Deadpool."
"When this is over, I'll go find him for you alright?" Johnny said, then kissed her forehead, hoping to make her feel a bit better.
Pinkie nodded, "Ok Johnny." She then turned to Peter. "Never mind it then."
Peter sighed and turned to Eris, "Whenever you're ready."
Eris nodded and focused her magic, once finding her destination, she quickly warped everyone in the room, returning back to Equestria.
Within moments, Peter and his friends had returned to Equestria, automatically taking their pony forms. His Marvel friends nearly lost their balance, after not having been ponies for six years, it was a little rusty for them.
"Whoa...never thought I'd have my wings back," Johnny said, flapping his Pegasus wings.
"Or this horn," Remy said, checking his Unicorn horn.
Bobby checked his hooves, "It's weird not having fingers, but I can get used to that again."
Peter looked around, apparently Eris had warped them to the outskirts of Ponyville. "I wonder where they are?" He then heard Eris pant a little, he worriedly turned to her. "You ok?"
"I'm fine, just a bit winded. Bringing you back isn't as hard as taking you, mainly since I was able to concentrate my energy more, as opposed to teleporting you in a flash, not to mention that bringing you back to your world should have been impossible." Eris said. "But I probably won't be able to teleport you again for a while, so try not to put yourselves in too much danger."
"Right, thanks. Try to get somewhere safe, me and my friends are gonna investigate," Peter said.
Twilight turned to her friends, "All of you stay here as well, except for Rainbow Dash, none of you are trained to fight, I'd rather you not fight if you don't need to."
"Wait, me too?" Rainbow Dash asked.
"Yes, keep the others safe," Twilight said.
"We helped y'all six years ago though when them monsters and robots invaded Ponyville," Applejack said.
"Just do as Twilight asks please, leave it to me and my allies," Peter said.
"Eris, Trixie, please watch them," Twilight said.
Eris and Trixie nodded as they brought Twilight's friends to a safe distance. Twilight looked around Ponyville. "No major damage it seems at least."
"That's good, but that's only Ponyville, there's still others," Peter said.
"Well if they needed to find you, then they would have checked Ponyville since you live there," Johnny said.
Peter looked ahead, "True, still kinda worried, let's go into town and see if everypony's alright."
The others nodded and followed Peter to Ponyville. Johnny then noticed something unusual, "Wait, I see a big castle, was that there before?"
Peter shook his head, "No, that's new. Me and Twilight live there now."
The heroes just stopped in their tracks, amazed at what they had just heard.
"Dude, you live there!?" Johnny asked.
"Yeah, I told you when I explained things that the town built us a new home," Peter said.
"You didn't say it was a castle though!" Johnny said, still amazed.
"Yeah, that's a big castle, wish it was there when I lived here six years ago!" Janet said.
Logan scratched his head, "So you didn't rebuild your library?"
Twilight shook her head, "No, something like that can't just be rebuilt, but the castle isn't that bad...sometimes. What do you think of it Logan?"
"No offense, but it looks kinda lame," Logan said, annoying Peter a bit.
"Oh what do you know? You spent most of your life living in a boarding school or in the wild," Peter said.
"Peter!" Twilight scolded. "Be nice."
Peter groaned, "Sorry, just a little on edge right now."
Back on Earth, Mayday is sitting at a science table with Franklin. While she felt completely bored, Franklin felt a bit shy and awkward near her. He wants to get to know this girl more, for reasons he doesn't fully understand, but he's still a bit nervous in talking to her.
Eventually he decided to take a chance, she is nice after all, maybe it won't be so hard. "So...your dad and my uncle are best friends?"
"Yeah, my dad is the brother your uncle always wanted, and he also cares a lot about my mom," Mayday said.
"That's nice...so he's like your uncle too?" Franklin asked.
"In a way, I do call him Uncle Johnny, and he's really friendly to me. I met him when I was four, we didn't talk too much, but he always had nice things to say to me when we did, he said I was the prettiest filly in Equestria, and if he had kids he would want me to be like their big sister," Mayday said.
"That's really great of him. Uncle Johnny is really fun, so is Uncle Ben," Franklin said.
Mayday sighed, "Good to hear...man why did my parents have to leave me behind? I wanted to go help them save Equestria."
"They're just worried, that's all," Franklin said.
"Still, now I have no way to get to them, unless I can make a portal through-" Mayday then had an idea. "-Wait a minute, your dad made the portal that Uncle Johnny and Uncle Logan took to get to Equestria six years ago! Maybe I can find it and reactivate it!"
Mayday quickly looked through the lab, hoping to find something. Franklin himself looked concerned, "I don't think you should play with my dad's things."
"It's not playing, I know what I'm doing!" Mayday said, messing around on the computer. "I just need about five, or ten minutes tops."
Franklin looked unsure about this, "I hope we don't get into too much trouble."
"Hey I don't care if I do, I won't let my dad get hurt," Mayday said with determination. "He means everything to me, so does my mom, I need to prove that to him, I must..."
Franklin looked a little surprised by her sudden change in tone. Deciding to trust her, he didn't say much more, despite his worry.
Back in Ponyville, Peter and his friends were walking through town, observing the area to make sure there was no damage. Not only was there no damage, but nopony was in the village, worrying the heroes.
"Where is everypony?" Peter asked.
Logan sniffed the air, "I don't like this one bit."
Twilight looked around, "We'll find them soon, but let's just find those villains before-"
"Before what may I ask?" they heard a voice say. They looked up on the roof of a home and saw Wesker standing there sinisterly. "So you're back Peter, and you brought your friends."
"Wesker! What did you do to the ponies of this town!?" Logan asked.
"Easy Wolverine, neither me nor my allies did anything, not yet at least," Wesker said.
Peter glared, "What do you mean 'not yet'?"
"Peter, you should know by now, once I take care of you, I will be ridding this world of all it's inferiority," Wesker said with a cold glare.
Cap approached the building as he looked up at Wesker with a glare, "Where are your allies!?"
"Right here," Wesker said, holding out his foreleg as the rest of his allies also came to view on the different rooftops. Vergil appeared on the roof next to Wesker, Tron appeared on the other side, while Juri, Balrog and Kraven appeared on the opposite roofs.
The Avengers looked around, but didn't find the one enemy they wanted.
"Where's Ultron!?" Stark shouted.
"What are we not enough?" Vergil asked in an insulted tone.
Janet growled a bit and called out, "Ultron! I know you're in this world! Show yourself!"
A few seconds went by, no sign of the robot so far. The ponies and heroes began to worry a bit but remained their composure. Suddenly a blast hit the ground nearby, startling the ponies as a figure lands down hard, creating a smoking crater. Soon the ponies noticed a silhouette behind the smoke, red eyes glowing, an evil robotic smile sending chills to the heroes and ponies.
Soon the dust cleared, Ultron stood tall, revealing himself in his glory to the group. The ponies have seen him already, but it's been a while for the heroes, he's just as menacing as they remember.
"Ultron..." Stark said, feeling some animosity to the robot.
"In the flesh," Ultron said with a slight bow.
Janet stomped toward him, "You...everything fell apart because of you..."
Ultron looked pleasantly surprised, "Janet Van Dyne...it's been too long. How are you my dear? How's Dr. Pym?"
"Wouldn't you like to know? He hasn't been the same since he made you, since you turned out to be his biggest failure! Because of you he changed, he was no longer the man I loved! You ruined everything you bastard!" Janet shouted, rage in her eyes.
"Failure? On the contrary I am doing what I am programmed to do, save the world from it's problems. And according to my calculations, the problem is your mortal beings. You are incapable of survival and thus, must be exterminated," Ultron said.
Cap approached him angrily, "Why are you aligned with Wesker!? Is he not one of the 'mortal beings' that cause problems!?"
"Wesker and I agree on certain things, one of them being that humans in both our worlds cause more trouble than they're worth, and from what I see, those in Equestria are similar," Ultron said.
"That's no excuse to wipe out all living beings! You and your allies are the problems, not the good people and ponies of these worlds!" Cap shouted.
"Everyone deserves a chance at life! Humans, ponies, you name it! We are not gonna stand by while you and your allies wipe out the mortals!" Peter shouted.
Ultron shook his head, "Just as self-righteous as Wesker said.
"Indeed, it doesn't matter, before we can start with our plan, we need them out the way. Shame Peter didn't want to join when I gave him the chance, such a foolish boy," Wesker said. He then quickly got off the roof and got in Peter's face, both having an intense stare down. "Even if you don't join me, I can just ask your daughter, she'll make a fine apprentice."
Peter closed his eyes as he took a breath. "What did I say about my family, Albert." Peter then punched Wesker across Ponyville. "Mess with them and I'll break you in half!"
Vergil quickly jumped down at Peter with his sword, but Logan rushed in to block with his claws and then kicked Vergil back. Ultron then fired his lasers at the group, scattering them around as they zig-zagged across the area.
Ultron flew up and continued to blast down at the heroes, destroying several of the homes in the process. He even destroyed part of the Castle of Friendship, much to Peter's annoyance.
"Hey! I already lost one home last year! I'm not losing a second!" He jumped at Ultron but he was quickly whacked back down. Upon landing he received a super speed punch to his stomach from Wesker, then another punch to knock him through another home.
Peter shook his head and looked around, noticing some of the pictures. "Aw man, Derpy's not gonna like this."
Wesker then walked through the hole and grabbed Peter to punch him back outside, flying through another home. Wesker then rushed and punched Peter once more, sending him through several homes and near the outskirts of Ponyville.
Peter stood up, feeling a bit dazed as Wesker ran at him, ready for another punch, but luckily Cap arrived at the last second to block the punch with his shield.
"What!?" Wesker shouted.
Cap struggled a bit, trying to keep Wesker back. "I don't think so!" He then parried Wesker's fist away and then whacked him a few times with his shield, leaving him dazed enough for Peter to punch him away.
Peter grinned and turned to Cap, "Thanks for the help."
"Don't thank me yet, the fight's just begun," Cap said. Soon the rest of their allies joined the two at the outskirts, having evaded Ultron's attack, then the rest of the villains appeared before them.
Wesker looked furious, he won't let Peter or Captain America make a fool out of him. "You'll pay dearly for that."
"We'll see about that," Peter taunted, getting in stance.
The heroes took a stance, as did the villains.
Wesker's eyes started to glow, looking towards Peter. "I promise you Spider-Man, you will fall to me."
Peter scoffed, "Spider-Man has already 'fallen', I've ditched the name and the old costume. Now I'm just Peter."
"Interesting," Wesker said. "It doesn't matter, because-" Wesker quickly sped over, but instead of striking Peter, he instead punched Cap, who couldn't get his shield up in time to prevent himself from being punched yards away. "You're still gonna perish!"
Peter quickly turned and tried to punch Wesker, but the attack was blocked and Peter was kicked back, though he was caught last second by Logan.
"Got ya kid."
Peter dusted himself off and suddenly the heroes were surrounded by the villains. The heroes got into a stance as the villains looked around, deciding who they would challenge first, keeping the heroes on edge. Wesker glared hard, his eyes shining bright red, Vergil had his hoof near his sword, Ultron readied himself to attack, the others just kept watch.
Suddenly Ultron and Vergil then sent lasers and light swords respectively at the heroes, once again causing them to scatter about.
Wesker rushed in, throwing some hard strikes at Peter, the hero having to block several attacks, looking for an opening, but as he attempted to punch, Wesker managed to sweep his legs and then do a quick standing kick to knock Peter further away.
Wesker rushed in and did a quick combo of punches, knocking Peter even further back and then kicking him to a house, Peter bouncing off the roof and back into the air where Wesker jumped up and kicked him down.
Twilight hoped to go help Peter, but Vergil blocked her path, attacking with his sword. Twilight evaded and found an opening to blast Vergil in the face and then use her magic to levitate him and toss him toward a rock formation.
Vergil however recovered mid-air and kicked away from the rock formation, trying once again to attack Twilight with his sword. Twilight put up a barrier to block the sword strike, though his strike was strong enough to break the barrier, allowing him to kick her face in the rebound and then cut her across her chest area.
Twilight quickly grabbed over the wounded area while trying to keep a distance from Vergil, who had then sent some light swords after her, a few causing some more cuts on her body. Vergil then went in for a kick to her head to knock her further back.
Johnny was busy fighting Tron, shooting some fire at her, though her Gustaff Shield was able to protect her as she fired her ray gun from behind the shield, hoping to knock Johnny out of the air. Johnny flew down to attack again but she quickly pulled some rocks from the ground and tossed it at Johnny, knocking him out the sky.
Tron then used the drill part of her Gustaff to attack Johnny, but he quickly evaded and sent a huge fire ball, knocking the machine back, causing Tron to fall out. Luckily for her, two Servbots jumped at Johnny in an attempt to distract him, though he punched them both away and started shooting more fire at her.
Tron quickly entered her Gustaff again and then did a spin punch attack, knocking Johnny far back, though getting herself dizzy in the process.
Logan and Kraven were battling each other, claws clashing again swords, though fortunately for Wolverine, he had better familiarity with his pony form, and knew how to fully utilize his Earth Pony magic, as Kraven, while used to moving around, still hasn't unlocked all of his potential.
Logan managed to disarm Kraven and cut his arms, then kicked him back. He went to attack Kraven again, but the hunter evaded and tossed some throwing knives at Logan, which he deflected and continued to attack.
Balrog threw some hard punches at Bobby, the ice mutant dodging them carefully and throwing some ice punches at the brute. Balrog shook it off and managed to punch Bobby back hard in the jaw, then one in the gut, followed by an uppercut. Bobby shook it off and then kicked Balrog in the head and blasted him back with an ice beam.
Remy fought hard against Juri, using his staff to his advantage, though her kicks proving to be a weapon of her own. Juri also didn't have as much familiarity with her pony form, similar to Kraven, but she was able to make due, really getting into her attacks. The more she improved, the harder it was for Remy to fend her off.
In the air, Wasp was shooting beams at Ultron, but the robot was able to evade them almost easily and punch wasp out of the air. Stark flew in and threw some punches of his own, hitting Ultron once, then quickly following up with a kick to the sides and an ion beam.
Ultron shook it off and punched Stark hard in the gut and then elbowed him down. Wasp again flew over and zapped his head, but Ultron grabbed her and threw her to the ground below. He shot some lasers at her, to which she quickly dodged out of the way, long enough for Stark to fly in with another attack and blast Ultron back.
Ultron rebounded and fired lasers from both hands, knocking both Avengers out of the air, then going to continue his attack, kicking Wasp down and punching Stark away.
Back with Peter, he had taken several more punches from Wesker and then got knocked a few yards back, landing next to Twilight, who herself was knocked some feet back.
"Hey honey, how's your fight going?" Peter asked, almost a bit weary.
"Eh, could be better," Twilight said, shaking the cobwebs out of her head.
Both stood up, standing back to back as Wesker and Vergil approached.
"Man these guys have gotten pretty strong," Peter said.
"No kidding, not near Tirek's level but still not an easy feat," Twilight said.
As Wesker got close, he noticed Luna flying towards him. Wesker sidestepped and then punched Luna hard in the sides and then kicked her away. "Very weak for an Alicorn Princess."
Peter attempted to punch Wesker, but this time he parried and punched Peter's gut and then kicked him back. Peter stood up, glaring at the so-called God before him, "You're a real pain you know that?"
Wesker attempted to attack again, but Luna once again showed up, this time successfully blasting Wesker back. "Take that cretin!"
Suddenly Luna felt pain at her side, she turned to see that Vergil had cut her with his sword and then proceeded to whack her in the head with the handle and then kick her away. "This mare just reeks of loneliness and desperation, it's sickening."
Twilight then blasted Vergil down, getting the Son of Sparda's attention, "Don't you dare talk about my friend like that!"
As Vergil stood up, ready to attack, Sunset Shimmer came and blasted him from behind, "Hey, forget about me!?"
Vergil groaned as he stood up again, "You mares are really becoming more trouble than you're worth."
Wesker again arrived, this time punching Sunset Shimmer away and then went to attack Twilight, but felt a Shield strike his head. He turned and saw that Cap was back on his hooves.
"Hope you didn't think I would go down so easily," Cap said as his shield returned to him.
Back with Johnny, he had been again knocked to the ground by Tron's Gustaff punch, landing nearby Logan, who was attempting to fend off Kraven.
"Back on yer feet Storm! We got a fight to finish!" Logan urged.
"Technically we have hooves now," Johnny pointed out.
Logan growled as he kicked Kraven back, "We ain't got time fer yer smart mouth!"
Johnny chuckled as he stood up, "Hey, gotta lighten the mood somehow."
Tron then went to attack again, but suddenly an arrow hit her Gustaff. The arrow then exploded, knocking Tron much further back, causing her to nearly fall out of her machine.
Logan and Johnny turned to see Hawkeye make his way over. The Avenger then proceeded to do a few punches to Kraven and whacked him away with his bow.
"Logan, you should probably go help Twilight against Vergil, she's not doing too well right now," Hawkeye said.
Logan nodded, "Right, think you can handle Kraven?"
"He's a street level guy, I think I got this," Hawkeye said.
Logan nodded and rushed over to Twilight, leaving the two heroes to their task.
"Ready for this Storm?" Hawkeye said.
"Been ready," Johnny said with a smirk.
Back on Marvel Earth, Ben is walking through the halls, on his way to the lab. "Mayday! Franklin! Suzie says to take ya both to the park! Maybe get your minds off the troubles in Equestria for a while!"
Ben arrived and saw no one in the lab. "Mayday? Franklin? Where did ya..." He then saw that the portal was open. "Tell me she didn't...that kid's as stubborn as her pops!" He quickly ran to go find Reed and Susan, dreading the idea of telling them that their son is now somewhere in a land of ponies, in the middle of a fight.
Back in Equestria, Peter and Cap were both attacking Wesker, throwing quick punches and kicks at the former S.T.A.R.S. Captain. Wesker managed to block and evade most of them, though one good punch from Peter knocked him a bit dizzy, and it allowed Cap to rush in and whack him in the face with his shield.
Luna then flew in and blasted Wesker into the air, to which Peter would jump up and kick him back down to the ground, then webbed onto Wesker and pulled straight forward to land both his hind legs into Wesker's abs, crushing his ribs and causing Wesker to spit out some blood.
Peter then lifted Wesker up by his coat, bringing him face to face with each other, "You never should have come back Albert."
Wesker glared up at the Spider, who then proceeded to head-butt him against his forehead, then tossed Wesker aside. Peter's eyes turned blue as his horn started to glow, once again earning some curiosity from Wesker. "Once I'm done with you, I'll handle your buddies, no one messes with my home world." Peter said in a dual voice.
"Home world?" Wesker said, then grinned evilly. "So, you have abandoned Marvel Earth as your home, such a shame."
"Don't even try, I live in Equestria now, so it's my home world, I will not allow you to-"
Suddenly Luna's voice called out, "Peter behind you!"
Peter's eyes turned back to normal, which in turn allowed his Spider Sense to activate. He turned around and dodged a sword strike from Vergil. Peter's eyes glowed blue again as he punched Vergil a few times, then charged up his magic. "You're really a pain!"
Suddenly Vergil grabbed Peter's head and looked like he was trying to extract some magic, "I sense the Nightmare Energy in you, looks like Luna didn't quite get rid of it, now to extract it for myself! This time I shall become the Nightmare!"
Peter struggled a bit as Vergil pried into his mind, even Dream struggled to not allow Vergil to extract her and use her magic for his own gain. Vergil was nearly successful, feeling a lot of Dream's power, seeing her will and mind, even some of her shared thoughts with Peter. Though Vergil started to lose his grip the harder Peter and Dream fought back.
"No! I will not allow this magic to be wasted with you!" Vergil shouted.
"Vergil! Behind you!" Wesker warned.
Vergil suddenly felt a sharp pain on his back. He turned around to see that Logan had stabbed him with his claws, getting in pretty deep.
"Back away from the kid," Logan said and then tossed Vergil aside. He turned to Peter and patted his shoulder, "You ok Parker?"
Peter nodded, "Yeah, I guess." He then spoke to dream. "Hey, you ok there Dream?"
"I'm fine Peter, that was a close one though, that demon almost got me," Dream said.
"I won't let him hurt you," Peter assured.
Vergil got up and glared at Logan, "I tire of your meddling Wolverine! First Fluttershy, now the Nightmare energy! Time to end this!"
Vergil then attacked Logan with his sword, but Logan blocked it and swiped at Vergil, though the half-demon managed to duck and elbow Logan in the gut.
Vergil then sent some light swords at Logan, causing the mutant to maneuver out of the way and then rush in to jab Vergil with his claws again, this time into his ribs. He lifted Vergil up and then tossed him away, landing right near Wesker.
"Those pests, I knew we should have dealt with them six years ago! That damn spider has increased his strength over the years it seems," Vergil said, holding his wounds to.
"Yes, it seems he's figured out how to channel his magic, not to mention his fighting skills have improved vastly" Wesker said.
"He's also made use out of the Nightmare Energy, oddly enough it seems to have been purified, with magic like that I didn't think it was possible," Vergil said.
Wesker looked curious, "Nightmare Energy, that would explain his eyes changing color."
Up in the air, they saw Ultron punch away Iron Man and then elbow down Wasp. He then landed down near the two. "Taking a break already?"
"Don't start with me android, we're still trying to figure out this Spider-Man situation, unfortunately we may have underestimated him," Vergil said.
Ultron looked over to Peter, doing a quick scan, "I detect extraordinary power from him, perhaps you are right to fear him."
"I do NOT fear Spider-Man!" Vergil shouted.
"There's nothing to be ashamed of, fear is a human emotions, something I am fortunate enough not to have," Ultron said.
"I am not human, I am a demon! The Son of The Dark Knight Sparda!" Vergil shouted.
"Enough! I don't have time for this bickering. Ultron, send the signal, we're gonna destroy this world!" Wesker said.
Ultron nodded, "It's about time you gave that order." He then sent out a radio signal. "Glimmer, it's time."
In an unknown location, Starlight Glimmer had received the message, "Sure thing." She then cast a spell to open another portal, then took some steps back to avoid what was to come out. "I have no idea what these guys have planned, but it better not ruin my own plans."
Back at the battle area, Peter stood alongside Cap, Logan, Twilight, Luna and Shimmer, all of them facing off against the trio of Wesker, Vergil and Ultron. A moment later, both Iron Man and Wasp managed to stand up and oppose the trio as well.
"Have you decided to give up!?" Twilight asked.
"Do we look like the type to just 'give up'?" Wesker asked in a somewhat annoyed way. "We're not going down without a fight!"
"We will not rest until all mortal life is eradicated," Ultron said.
"And we rule the multiverse as the mighty beings we were destined to be!" Vergil said.
Peter shook his head, "You supervillains are all the same you know that? Honestly you're no better than The Green Goblin or even Tirek. In the end you're just gonna fail so why bother trying?"
"Peter's accomplished so much in his fifteen years as a superhero, Spider-Man or not, what makes you so different?" Twilight asked.
Vergil pointed behind them with his sword. "That..."
The group turned around to witness something horrible. Several robots were making their way over, with designs similar to Ultron.
"What!? How!?" Peter shouted.
"That's just the first wave, there's more to come," Wesker said with a sinister laugh. "Then you're all gonna fall."
Peter continued to observe the robots. There seemed to be a lot, but considering he's fought armies of Changelings, Thestrals and even Doombots, he feels confident to handle Ultron's robots.
Elsewhere Peter's allies have also noticed the oncoming enemies.
"Oh crap, that's a lot of robots!" Johnny said.
"Those are gonna be hard to combat against," Hawkeye said.
"So Wesker's finally called them in," Juri said.
Twilight turned back to Wesker, "Wait a minute, how did you get them into this world!?"
"Same way we came here, with a little help from your old friend Starlight Glimmer," Wesker said.
Peter's ears twitched at the sound of that name. "Starlight Glimmer!? Wait she's the one who got you here!?"
"Of course, she's been a contact of mine for years, I met with her shortly before we led that big attack on Ponyville, soon after she's been contacting me on occasion, the most recent being her time in the Sinister Six, filling me in on a lot of details," Wesker said.
Peter's eyes widened in shock, "Crap, I knew I should have been more persistent in finding her, I didn't think she would be so much trouble. Wait how could she have contacted you!?"
"Thank Discord for that, he gave us a little link to this world though the form of a crystal ball, similar to one that he would eventually give to your daughter," Wesker said.
"He hoped we could have joined The Sinister Six Invasion of this world, he even made plans which were apparently ruined by his female counterpart Eris," Vergil said.
Peter groaned in frustration, "Dammit Discord, I'll never understand what he really wanted, even to the point where he tried using my own daughter against me."
"Worry not Peter, it doesn't matter. Soon this world and other worlds will crumble," Wesker said, watching as the robots got closer.
Peter prepared himself, ready for the robots to attack, but to his surprise, they started to spread out across the rest of Equestria, "Hey where are they going!?"
"Oh, I'm sorry Peter, did you think they were coming to fight you?" Wesker asked in a somewhat sarcastic tone.
"You think we're foolish enough to make that mistake again? No these robots are gonna do what we came here to do, they're gonna go to different areas across this world and wipe out all you pathetic ponies!" Vergil said.
"Wait, what!?" Peter shouted, watching the robots spread around. Some headed east, some west, up, down, across, several different directions. Peter angrily turned to Wesker, "No! Leave the other ponies out of this! This fight is with me!"
"Peter, we didn't come here just to battle you, we came here to take over this world, we're just doing both," Wesker said.
Peter growled, "If you don't call them off, THEN I'LL MAKE YOU!" Peter rushed in to attack, but Ultron sped in front of him and kicked him back.
Cap and Stark both rushed to attack Ultron, but he grabbed them both by their collar and slammed them into each other before tossing them away.
Logan rushed in to attack, but Wesker managed to hit a strong punch to his gut, then Vergil whacked him away with his sword.
Twilight, Sunset and Luna all charged their horns as Wasp charged her bio-stingers and blasted at the trio, but they quickly dodged out the way as Ultron fired a laser at them.
Peter got up and saw some of the robots attacking Ponyville, looking to see if any of the ponies remained. Fortunately the place seemed empty, though that didn't stop the robots from destroying the homes. Peter gritted his teeth, he's not gonna let this world get destroyed again. He quickly called to his allies, "GO PROTECT THE CITIES!"
"What about you!?" Johnny asked.
"Don't worry about me! Save the ponies!" Peter urgently ordered.
His allies all nodded as they started to spread out in different directions, going after several of the Ultron robots. From nerby the other ponies saw the heroes spread out.
"I gotta go help Johnny! Maybe we can go find The Wonderbolts," Rainbow Dash said.
"I'll go help Logan, the rest of you should go somewhere safe," Trixie said.
"I suggest The Crystal Empire," Eris said, then snapped her fingers to give Rainbow Dash and Trixie their Wonderbolts and Mysterio attires respectively. "Figured you two could use those."
Rainbow Dash grinned, "Sweet, love being in this suit."
"Be careful using your magic though," Trixie said.
"Don't worry, it's no trouble, it's not a lot anyway," Eris said.
Back with Peter, he had turned to the allies near him, "Go help the others, I'll handle this."
The others looked hesitant, but wouldn't argue with Peter when he's this determined. They themselves spread out to help the rest of Equestria.
"Foolish choice Spider-Man, now you have no one to protect you," Vergil said.
Peter got into a stance, ready to fight, but suddenly Twilight had teleported next to him. "I'm still here."
Peter shook his head, "Twilight, don't, let me handle them, the other cities need your help!"
"Right now you need my help, I am NOT gonna leave you alone Peter, I won't watch you get hurt again!" Twilight said, determination in her voice. "After seeing what the Sinister Six did to you a year ago, I promised I wouldn't let that happen again if I could help it!" She looked around with rage and some tears in her eyes, "I WILL protect my husband!"
Wesker did a slow sarcastic clap, "How touching, even till the end you remain at your husband's side."
"Love, such an odd emotion, apparently it makes one do foolish choices," Ultron said.
"What do you know!? You're a robot! You have no emotions!" Twilight shouted.
"Hey! Don't say bad things about robots!" Tron shouted.
"Let's just hurry and take them down already, I'm getting bored," Juri said.
"Twilight, whatever happens...I love you, so much," Peter said.
"I love you too Peter," Twilight said, engaging him in a brief yet loving kiss.
With that, the villains went to attack the couple, both ready to fight for everything.
Meanwhile in another world, Dr. Strange is seen talking, with Julia by his side. "I know our worlds have had their differences in the past, and I know how competitive your friends are. Our words are great rivals, some of the greatest fighters and heroes have emerged. But I hope that could be put aside for a while, long enough to protect another world from danger. So please, I ask not as a Marvel Superhero, but from one to another, someone who just wants to help a friend, you think you and your allies can help?"
Standing across from him was one of the strongest fighters from the Capcom world, a top Street Fighter, Chun Li.
"Of course doctor, leave it to me and my friends," Chun Li said with a bow.