Peter stood ready, alongside his allies, ready and willing to protect Equestria from the oncoming menace.
Tron had a smug look on her face, knowing full well she has a chance to finally defeat the goody-two shoes hero, Spider-Man.
"Tron...last chance. Surrender, I really don't wanna have to fight you!" Peter said.
"Why because she's a female?" Vega muttered.
Shocker groaned, "Give it a rest will you?"
Sonata nodded, "Thank you Shocker."
Vega groaned and focused again on the fight.
"Sorry Spider-Man, but I am not backing down from you! I will defeat you on Wesker's behalf!" Tron stated.
"You're such a fool Tron!" Chris shouted. "Once Wesker has no more use for you, he's gonna dispose of you!"
"Sorry, but that won't happen. Wesker needs me, I'm the one who handles most of the technology, I'm not one of his throwaway workers. Besides he tolerates my presence very well!" Tron said.
Kraven grabbed his swords, "Enough of this talking, I grow tired of it! I will now begin my hunt, but who to go for? Spider-Man? Wolverine? Perhaps the elite Street Fighter, Ryu."
"I just wanna punch some ponies!" Balrog said, slamming his fists together.
Peter remained on his guard, the fact that at any moment Tron can give the order and this Empire would be in danger.
"Listen, I know you want to fight me, but there's innocent ponies here, is there any chance we could just-"
Tron interrupted Peter, "Listen, the whole point is to Eradicate all ponies! Obviously I won't care all that much if any of these ponies got caught in the fight! Now enough stalling! Ultron Bots! Servbots! Attack!"
With that, all the robots rushed in to take on the ponies and attack the Empire.
"Dammit! Get ready everypony!" Peter shouted.
The robots one by one flew in to attack, mostly aiming for the Castle and the homes but several went to attack the heroes and fighters as well. The Wonderbolts took care of the Ultron Bots in the air while the Guards took on the Servbots, which wasn't that difficult.
The other heroes spread out to different parts of The Empire, some staying close to the castle, others going to other parts where they can easily take down robots or even lure some away from the castle.
Tron flew in to punch Peter, though he quickly put his arms up in defense, he was still knocked backwards. Balrog and Kraven went to attack, but Jill and Logan arrived in time to block their attacks as well.
"Back off bub!" Logan shouted, kicking Kraven back.
"You really piss me off!" Jill said, kicking Balrog back.
Tron arrived and grabbed them in each robot hand, "I'll deal with you two right-" Peter then punched the machine, knocking Tron back and causing her to fall out of her Gustaff. "Damn Spider."
Logan shook it off, "Thanks for the assistance Parker."
"Hey you helped me first, not that I wouldn't help you anyway," Peter said.
Tron tried attacking again but Peter blocked and used his web to spin her around and toss her back towards the entrance.
Kraven went to attack with his swords, he tried to take Logan down but the experienced mutant managed to block all the attacks and punch Kraven hard in the jaw. He then slashed across his sides, causing Kraven to stumble back, holding the would.
"Damn you Logan," Kraven said.
Logan got into another stance, "Come at me!" Kraven went to attack again but Logan blocked and kicked him backwards. "Not enough bub."
Balrog threw a few punches at Jill, though she was able to dodge them and kick his stomach, then did a reverse cartwheel kick under his chin and ran over to do a diving kick to knock him over. She finished by jumping over while flipping, then landing both her knees into Balrog's gut before jumping back to her feet.
"Damn, she's good," Logan said, then blocked another attack from Kraven and elbowed him away.
Jill kicked Balrog's head again as he rushed in to attack her, then did a few quick punches to his face and whacked him towards a house.
She took a small breath as she looked above, "Where does Ultron get these robots from anyway?"
"Who cares, destroy them before-" a boulder had been tossed at them by Tron, who had gotten back in her Gustaff. The boulder caused them to scatter, giving Tron an open opportunity to attack Peter.
"I'm not done yet you jerk!" Tron shouted as she punched Peter to the wall of a house.
Peter groaned as he fell, "Damn girl."
Up above, Johnny and Rainbow Dash are punching around the robots, Johnny using his fire to his advantage. As several robots flew at him, he engulfed his body in fire. "FLAME ON!" He then blasted the robots back with a strong fiery shockwave.
Rainbow Dash also took them down with little effort, just flying around and kicking or punching every robot in her sight. She was even able to trick several of them into crashing into each other. "Not cool enough to beat me."
Spitfire, Soarin and Fleetfoot were flying together and ramming through as many robots as they could, taking several out of the sky with ease.
"Good work team! Keep at it!" Spitfire ordered.
As she took some down, a few couple more rushed at her, though they were defeated by Sky Stinger and Vapor Trails after some swift kicks.
"Getting tired of these robots," Sky Stinger said.
"Why are there so many?" Vapor Trails asked.
Johnny flew over to them, "Because Ultron likes having clones of himself. Now lets hurry because for all we know, Ultron himself could be making his way over."
"Right, lets hurry!" Spitfire ordered, the other Wonderbolts scattering.
Near the castle, The Avengers are doing their best to keep the robots away. Cap is guarding the front Entrance, using his shield to take down any robot that got too close. Stark is in the air around the castle, zapping all of them down one by one with his cannons. A whole group of them tried to attack, but he fired his chest beam at them.
Hawkeye is at the sides, using his arrows to shoot down any robot that gets too close. Wasp is also circling the area, shooting the robots down with her smaller stature, hitting the weak spots.
Chris and Dante are standing in one spot, firing at all the robots from the air. Chris tossed his grenade to take down a whole group while Dante used some of his electric capabilities to zap the robots.
Ryu using his martial arts to take down any robot that gets too close. Several robots started to surround him, but Ryu then used his Hurricane Kick. "TATSUKAMI SENPUU KYAKKU!"
Chun Li, Spencer and Strider are running through the town, taking down every robot in their path, Chun Li using her quick and strong kicks, Strider attacking with his sword and Spencer punching them with his Bionic Foreleg.
Mega Man is running along the roofs of the homes, firing his Mega Buster at each robot. He took down several robots, though the moment they got too close, he activated his Leaf Shield, which knocked some robots back. More came at him, though he reacted by turning his hooves into needles and charging electricity. "SPARK SHOT!"
More of them came but he was able to use his Hard Knuckle punch to knock several into each other and fired a stronger Mega Buster attack at them. "Man, how did Ultron make so many clones?"
Reed took several robots down by stretching his arm out to grab them out the sky and whack them into each other. Susan used her force field to grab them and slam them down. Ben used his strength to destroy each robot he came across.
"Boy, it never ends," Ben said, punching them away.
Trixie, Remy and Bobby did a team formation of their own, Trixie using her magic to destroy the robots, Remy keeping Trixie guarded with his staff for the short range attacks and Bobby firing his ice for long range. A few other robots arrived but Trixie zapped them in the face.
The robots recovered and fired again, though their attacks seemed to have gone through the ponies in question. The illusions then disappeared, allowing the real ones to attack from behind with cards, ice and magic.
"You'd make a fine addition to the X-Men," Remy said to Trixie.
"How? She's not even a mutant," Bobby said.
"Didn't stop Chun Li," Remy reminded.
"I don't mind being the first Pony member of the X-Men, or would that make me an X-Pony?" Trixie asked.
Suddenly more robots came, "We'll discuss that later," Remy said, tossing his cards as the heroes got back to business.
Lightning Dust zipped around, kicking each robot she came across. Laura was right behind her, taking each robot down one by one.
"You've gotten more viscous," Lightning said.
"Thanks, trying to surpass Logan," Laura said.
"Done being second best?" Lightning asked.
"So done, once I'm strong enough I'll challenge Logan. Then I'll be the best in the world at what I do," Laura said.
More robots came, but they were quickly defeated by Deadpool. He landed near the girls, putting his swords away. "You know, I never understood that 'Best in the World' thing. Then again, there's a lot of things I don't get about you weirdos."
Laura gave a smug look to Deadpool and went back to fighting, Lightning Dust joining shortly afterwards.
Ant Man flew around, shrinking to punch and growing again. "Man these wings really come in handy." He continuously shrank and grew, taking down all the robots. "Yeah, take this robots! Soon I'll go after your master!"
As he continued to attack, Chrysalis watched shamefully nearby. "He's quite arrogant."
Thorax nodded his head, "Hopefully he doesn't get too carried away."
More robots came, but Chrysalis destroyed them easily, "These robots are becoming quite the pain, let's hurry Thorax."
"Yes my Queen," Thorax said, once again attacking.
Elsewhere Twilight, Luna and Sunset Shimmer were also doing their best to keep the robots away from the castle, zapping down each one that got close.
"There's so many of them," Twilight said.
"Surely they didn't bring all the robots, that would mean they left all the other cities," Luna said.
"They know all the ponies are here though, they'll send out every robot they can," Sunset said.
"True, they shall pay dearly for this!" Luna said, getting more viscous with the attacks.
Twilight nodded, "I won't forgive them for this! How dare they attack my Kingdom!"
Spike and Ember also teamed with the dragons to take down the robots. Spike used his sword, attacking fiercely while Ember used her own weapon to attack. Both worked really well together, taking the robots down swiftly.
"You've improved quite a bit Spike," Ember said.
"Thanks, I've done my best to practice my skills," Spike said.
"It has paid off," Ember said, again attacking the robots.
Applejack and Rarity did their part to help, staying close to the castle with Rarity zapping the robots down and Applejack kicking away the ones that got too close. Fluttershy and Pinkie Pie also watched from nearby, ready to help if the situation calls for it.
The Anti-Heroes also attacked all the robots. Felicia jumped up to kick them down, even using her grappling hook to attached onto them and pull them against each other. Thunderlane flew up to kick several of them down, even grabbing some clouds and kicking them to zap lightning.
Electro zapped around each robot, even over charging a few to cause an overload. Shocker used his gauntlets to blast the robots out of the skies, running around to hit them hard.
Vega attacked swiftly with his claw, flying around to hit the robots in weak areas for quick defeats. Sonata used her speed and vocal attacks to take down the robots, having little trouble against them.
"Wow, we make a great team!" Sonata said, then destroyed another robot with her powers.
"Not too bad," Shocker said, blasting one in the face.
Electro kept zapping them, "Let's just hurry! I'm tired of the underlings, I want the top guy himself!"
The anti-heroes continued on the attack, destroying the robots with some ease.
Inside the castle, all the ponies are waiting, feeling really scared. Rumble and Scootaloo stood guard, ready to protect all the ponies inside, even Zecora looked ready for a fight. Mayday stayed close to the Cake Twins and Franklin as she carefully worked on a device.
"Once this is done, it should save everypony," Mayday said.
"What are you making anyway?" Franklin asked.
"Something that will save our worlds," Mayday said, not wanting to go into detail just yet.
"Well, anything I can do to help you?" Franklin asked.
"I got this, once I'm done I'm gonna go help my daddy," Mayday said.
Pound Cake looked worried, "You can't do that! He might get upset again!"
"He's scary when he's mad," Pumpkin said.
"I know, I don't care though, I'm going to help my daddy!" Mayday said.
"Mayday, I know you want to help him, but we don't want you getting hurt!" Franklin urged.
"Please listen to us Mayday," Pumpkin said.
"Yeah, you mean a lot to us as well," Pound Cake said.
Mayday groaned, "I have to do this, you don't understand but I certainly do. I need to make up for what I've done in the past."
"Huh? What did you do?" Franklin asked.
"Never mind that, just let me work will you?" Mayday shouted, wanting compete focus.
Franklin still looked concerned, as did The Twins. How were they gonna stop Mayday from potentially hurting herself? She's one stubborn pony.
Rumble overheard, looking over to Mayday he felt some concern. Something had been bothering her, he hopes to find out what. He still loves her like a little sister after all, he feel obligated to protect her even after so long.
Back with Peter, he and his two allies were still battling against the three enemies that had challenged them.
"We gotta end this fast! Those robots are doing a lot of damage to this Kingdom!" Peter urgently said.
"No telling if more of them might come too," Jill said.
Tron did her trademark laugh, "You should just give up, but I know you're too stubborn and self-righteous to do so, which means I'll have to work harder at destroying you." The pointed at the trio, "Get them my Servbots!"
Some Servbots ran over to attack Peter, Logan and Jill, attacking them with punches and kicks.
"Take this! And that!" one Servbot said.
"You can't match out power!" another said.
"Yeah! We're much stronger than you weaklings!" The third one said.
Peter, Jill and Logan stood there, unamused at how weak their attacks were.
"She's joking, right? Please tell me she's joking," Peter said.
"This is ridiculously embarrassing," Jill said.
Logan groaned, "What a pain."
As they continued to attack, Peter and the others simply swatted them away, turning to Tron. "Is that really all you-"
Soon many more started to attack, jumping on them and doing things that were more annoying than painful, such as pulling on hair, the tails, and trying to wrap the arms around them.
"Hey! Get off you stupid things!" Peter said, shaking all of them off his body.
"This is more annoying than the over-sized insects I've had to deal with!" Jill said, pulling them away, though one yanked on her hair. "GET OFF!" She elbowed it hard in the face.
Logan managed to shake them off of him, but as they went to attack again, Logan released his claws with a 'Snikt', "Back off!"
The Servbots slowly backed away from Logan.
Peter thwipped a few away and focused again on Tron, "Was there a point to-" Suddenly Peter noticed that Tron was no longer there. "Where'd she go?"
"...She was using them as a diversion," Logan said, then felt himself get zapped.
A few more Servbots arrived while firing some laser guns, "Take this!"
The three dodged the blasts, those could hurt more than the actual punches.
"Logan, destroy the guns, quickly!" Peter said, using his web to pull several away.
"Gladly," Logan said and rushed to attack the guns, the Servbots running away after each one was attacked.
Jill looked around, "Damn, where did they go!?"
Tron had flown towards the Castle, knowing that's where the big target was. She grabbed some explosives from within the Gustaff and tossed it towards the castle.
Cap noticed and quickly used his shield to knock them away. "What's going on!?"
Iron Man watched from above, "It's Tron Bonne!"
Applejack and Rarity noticed Tron flying over, but were blocked by the Ultron robots.
"Dang, those things are a real pain!" Applejack said.
Fluttershy and Pinkie Pie went to see if they could help, but both were blocked by Kraven and Balrog.
"Where do you little ponies think you're going?" Balrog asked, slamming his fists together
"We're just about to start our hunt," Kraven said, holding out his swords.
The two mares backed away a little, Pinkie remembers Balrog, both having fought in The Crystal Empire Six years prior. Neither of them were too familiar with Kraven though. Fluttershy knows he's a hunter of sorts, which she doesn't really appreciate.
"What do we do now Pinkie?" Fluttershy asked.
"Simple, we fight, like mares!" Pinkie said, flexing her muscle, or lack thereof.
As the two got closer, suddenly Kraven was kicked by Laura while Balrog got kicked by Deadpool.
"As if we'd let you nimrods hurt them! You'll have to get through use to do so!" Laura shouted, her claws out.
"Yeah! What she said!" Deadpool, his swords out.
Kraven groaned, "I thought I saw the last of you, why are you still here?"
"Popularity mostly," Deadpool said.
Kraven scratched his head, "What?"
"Forget it, lets take these punks down!" Balrog shouted.
Laura gestured to the mares behind her, "Go with Lightning Dust, we'll take these guys."
The two mares turned around and saw Lightning Dust floating behind them. "Sup?"
"Do you think we'll just let you escape!?" Kraven shouted, jumping at them with his swords. Lightning managed to kick him back and grabbed both mares by their tails. "Hold on tight!"
"Wait, this doesn't look like a-" Fluttershy couldn't finish speaking as Lightning pulled them away flying.
Kraven got up, but immediately had to dodge an attack from Laura. She continuously swiped at him with her claws, causing him to jump back a lot. He grabbed his swords and returned the attacks, but she blocked with her claws and was able to kick across his chest, her hind leg claw scratching his chest.
Laura then cut his face with her other hind leg claw and turned around to cut his chest with her main claws. Kraven growled a bit and started to attack again with his sword, hitting her once on the shoulder, then going for another but she managed to kick both out his hands and punch him a few times.
Balrog wanted to help, but he was busy fighting Deadpool. Every time he tried to punch him, Deadpool would duck and somehow appear behind him. "Miss me!"
Balrog went to punch again, but Deadpool again ducked and appeared behind him. "Over here!"
Balrog looked confused and went for another punch, but again Deadpool moved out the way. "You're really bad at this."
Balrog growled and anger and kept trying to punch Deadpool, this time he was blocking. "Sure, come at me with no real strategy, yeah I bet that helps."
Balrog did one final punch but Deadpool managed to duck that and this time threw several punches at Balrog's gut and then hit a mighty uppercut. "Shoryuken!"
Balrog groaned, "Not...the same, but still hurts!" He then fell over with Deadpool looking satisfied.
"KO, I win."
He looked over and saw Laura still battling Kraven, the young Weapon X clone putting up a decent fight. Kraven tried to attack but she cut his arm, causing him to drop one sword in pain. She kicked under his chin and did a hand-stand kick to his chest to knock him back. She rushed over and did one final kick to knock him through the window of a home.
"That should take care of you," Laura said.
"Man these guys weren't tough, I bet Wesker just grabbed them out of pity or something," Deadpool said.
"Never mind that, we need to go an-" She saw Kraven getting up.
"I am not done with you yet," Kraven said.
Balrog also got up, snarling, "Me neither."
Laura got into a stance, same with Deadpool, who grinned under his mask. "Round 2, fight!"
In another part of Equestria, Shining Armor and his Guards were still looking around, hoping to find survivors or even a train back to The Crystal Empire. they had come across some civilian ponies and kept them guarded.
"It's been a couple of days, we've barely found anypony and we've yet to find a train to The Crystal Empire," Shining said.
One of his guards, Flash Sentry, flew over to inform him of something. "I think there's a train station not too far, it's an older model train, it might need to be pulled but it's something."
"That's good, lets hurry to it, we need to get these ponies to safety," Shining Armor said.
"Do you think the Princesses are alright? And the rest of your family?" Flash Sentry asked.
"I hope so," Shining Armor said. "But I have faith in Peter, he'll do his best to keep them safe."
As they made their way to the town, what they didn't know was that Vergil wasn't too far, he looked ready for a fight.
"Princess Twilight will be pleased, I found her brother for her, let me go make myself acquainted," Vergil said with a sinister glare as he followed the others.
Back in the Empire, Tron is still trying to attack the Castle with her weapons, but Cap stood in the forefront, shielding all of her attacks.
"I won't let you hurt these ponies!" Cap shouted.
"You can't stop me forever Captain America!" Tron shouted, firing a laser at Cap, who blocked with his shield.
Stark flew down and fired some blasts at Tron, but she grabbed a piece of a house she was near and tossed it at her opponent. Stark blasted the roof and still flew in to attack, but Tron managed to grab a street lamp and whacked Stark into the side of the castle.
She rushed over and tried to whack Cap, but he held out his shield and blocked the attack, though she maintained it, hoping to disarm Cap. The Avenger leader however managed to parry the attack and whacked Tron in the face and then did a hand-stand spin kick to knock her machine back.
"I'll never surrender to the likes of you!" Cap said.
Tron groaned, "Damn self-righteous heroes, just like Wesker said they were."
Peter jumped across the rooftops, using his web to pull down the robots to punch them, sometimes slamming them into each other or other objects. He came across Twilight and the others on one rooftop. "How are you holding up?"
"We're fine, there's a lot but I think we're decreasing the numbers. We just need to keep them away from the castle," Twilight said.
Peter looked over, "Looks like Cap's got that under control for the most part with his team." He looked to the skies, "The Wonderbolts are also doing a good job of swaying them away. We just need to keep trying."
"We won't stop," Twilight said.
"Good," Peter said, then jumped to another rooftop, getting closer to the castle. While doing so, one robot attempted to attack him but it got blasted before it got too close. Peter looked over and saw that Shocker had attacked the robot. "Did you just...help me?"
"You don't have to like me, but I do know we have to save this world," Shocker said.
"Huh, never thought you'd help me, stranger things have happened though," Peter said.
"Whatever kid, do what you need to do, I gotta take down the robots," Shocker said, going to attack some more.
Peter groaned, "Why does everyone still call me a 'kid'? I'm not a kid anymore."
"Then don't whine like one," Dream teased.
"I'm not whining! Wait who's side are you on anyway!?" Peter mentally asked. He shook it off, "No time for this, gotta protect my world."
Tron continued battling Cap, throwing strong punches but Cap was able to block with his shield and whack Tron back. Tron then grabbed a piece of the ground and tossed it at Cap. He managed to move to the side but this time Tron was able to catch him with a surprise punch. She went to attack again but Peter arrived to kick her away.
"That's for sending those silly toys you call robots at me!" Peter shouted, then turned to Cap. "Are you doing ok?"
"I'm fine, she's nothing I can't handle," Cap said.
"Truthfully I'm more concerned about the robots, they're coming from everywhere it seems," Peter said.
"Don't worry, while the castle has damage the ponies inside are still safe, but I suggest we double time this before-"Cap stopped when Wasp flew over to him.
"Steve! More are coming from the south!" Wasp said.
"What!? How many?" Cap asked.
"I can't tell but it's a lot, and they're being led over!" Wasp said.
"By who?" Cap asked.
"By me!" they heard. Suddenly they found themselves evading some lasers. Cap looked up and glared.
"You again!"
Ultron landed before them with his sinister glare, "Time to end this, Captain America."
"Never! I will always fight for others to save them from the likes of you!" Cap shouted.
Peter stood by Cap's side, "Same here, we will protect this world."
"And the others too," Stark said, landing near them.
"I'll put a stop to you myself if I must, to fix the problems Hank started," Wasp said.
"Janet, you still don't understand, there are no problems, everything is going according to plan," Ultron said.
"I'm growing tired of your nonsense, it's time to end-" Suddenly Cap was attacked from behind by Tron's punch. Peter turned towards Tron but he was suddenly attacked by Ultron. Wasp and Stark went to attack but Tron punched Wasp away as Stark was grabbed by Ultron and slammed into the ground, then kicked through a window.
"Foolish beings," Ultron said. He then aimed his laser at Peter. "I'll deal with you first Spider-Man."
As he charged the attack, he felt something else attack him. He turned around and saw Sonata.
"Get away from my friend!"
Ultron rushed over and grabbed Sonata by her neck and lifted her up, the siren struggling to break free. The evil robot then aimed his laser at her face, "Foolish pony."
Before he could attack, a claw had struck his face, causing him to stumble in surprise. He looked to his attacker and saw Vega.
"Don't you EVER hurt my sweet Sonata again!" Vega shouted, swiping at his face again.
Tron gapsed, "Vega!? He's alive!?"
Ultron went to attack Vega but Shocker then took this moment to blast him, distracting the robot. Ultron glared at the former villain, making him rethink his actions.
"Ok, I just tried to attack Ultron, I think there's something wrong with me," Shocker said.
Luckily once again Ultron was attacked, this time by a kick from Peter. "Took you think long to figure that out? Who else would run around dressed like you do?"
"Just because you changed your outfit into something more...professional doesn't mean you can now insult what others wear," Shocker said.
"That's fine, I can think of a million ways to insult you, but for now," Peter webbed Ultron and slammed him against a house. "I'm going to kick this robot's ass!" He rushed in and punched Ultron through the wall of the house. Afterwards he stood there scratching his head. "I owe these ponies a new wall."
Tron went to attack again, but Sonata and Shocker stood in front of her.
"Don't you dare!" Sonata said.
Tron glared at her, then at Shocker. "So you come back after so long and suddenly you're siding with Spider-Man!?"
"I'm just trying to help my friend Sonata, she just happens to like Spider-Man so I put my personal feelings aside," Shocker said.
"Aw, so you do care," Peter said teasingly.
Shocker groaned, "Hey go back to being all angry and moody why don't you?"
Tron glared more, then suddenly saw Vega walk over with his own glare. "I'm done working with you and Wesker, I'm doing things my own way now."
Moments later, even Lightning Dust showed up, after having taken Fluttershy and Pinkie Pie to a safer area. "Sup Tron?"
Tron glared at them, "So all three of you are against Wesker huh? Wesker goes through the trouble of giving Shocker a chance and taking in Lightning Dust and this is how you pay him? Vega, these people have attacked Bison, they're the reason he's not here, I thought you were loyal to him!?"
"I grew tired of Bison as well, truth be told I always thought he was a bit cowardly, especially the way he treated Cammy," Vega said.
"You three will pay for your betrayal!" Tron shouted.
All the ponies got into a fighting stance.
"Funny, six years ago we fought to take this place over," Shocker said.
"Now we're fighting to protect it," Lightning Dust said.
"I could care less, I just want to protect Sonata," Vega said.
Peter looked to Sonata, "He must really like you."
Sonata shrugged, "When you spend so much time with someone, especially when you don't many other places to go, then things happen I guess."
"Well, let's just take care of-" Suddenly Peter felt Ultron grab him and then he tossed the Spider away. Ultron then punched Sonata through the wall of the castle, surprising the ponies inside.
Vega, Shocker and Lightning Dust backed away from Ultron, somewhat fearing his power.
"That robot's strong," Lightning said.
"This robot is a challenge for even the Avengers, so yeah, kinda strong," Shocker said.
Ultron, with one swift of his hand, managed to knock the three ponies to the side and prepared for fire a laser at them. However this time he sensed an attack coming and turned around to grab a metal blade that was tossed at him.
Tron had a smug glare, "Oh great, it's Mega Man, the puny one."
Mega Man stood there with a glare on his face, "I will defeat you Ultron, and avenge my friend!"
Ultron stomped toward Mega Man as the young robot fired his Mega Buster. Ultron was hardly phased by the little pellets and grabbed Mega Man by his head, then tossed him against a wall.
Ultron glared, ready to attack, but saw Stark flying over to attack him. He blocked his punch and returned it to his gut and kicked him aside. Cap also got up to attack but Ultron knocked his shield away and kicked him back.
Mega Man took the time to fire a Crash Bomber attack on Ultron, blowing him back. Mega Man rushed over to attack with his electric needle pins, but Ultron dodged and kicked Mega Man aside. Stark blasted him with a Repulsor Blast, but Ultron returned with another laser blast.
Peter then rushed over and threw a quick barrage of punches, then knocked Ultron yards back. Peter, Mega Man, Stark and Cap all rushed to attack Ultron at once but the robot was able to fend off most of the strikes, and knocked them back. He aimed an attack but Peter webbed his laser gun shut, causing the attack to build up and explode, damaging his arm.
Ultron held his arm, feeling some rage toward these ponies. He then noticed Twilight flying over, the Princess pony charging her magic and blasting Ultron through yet another home.
"We're seriously gonna need to rebuild these homes or something," Peter lamented.
Ultron stood up angrily, glaring at Twilight, "You're as big of a pest as your husband and The Avengers."
"Call me what you'd like, but I'm going to protect my world," Twilight said.
"What is there to protect? Just a bunch of self-righteous mortals who don't deserve a chance," Ultron said.
"Hey, who are you to decide that. Everyone deserves a chance, whether it's in this world, the Marvel World or the Capcom World, the likes of you and Wesker don't have a say in something like that!" Twilight said.
Ultron slowly approached Twilight, causing her to charge her magic again in defense. "Easy my dear, why must we fight anyway? All I want is peace, the only way to achieve that is to destroy those who are a danger to that peace."
"You say that, yet you align with Wesker and others to attack innocent ponies, you sicken me. I won't allow you to endanger my world, especially my family!" Twilight said.
"Speaking of your family, what about your brother?" Ultron asked.
Twilight looked concerned, "What about him?"
Ultron smirked, now he had her. "When did you last see your older brother? Oh it must have been so long, he's out there all alone, yet here you are, safe in The Crystal Empire. You claim to love your family, yet you shamefully leave out your older brother."
"Watch yourself, I will destroy you," Twilight warned.
"Oh I mean no disrespect, I'm just concerned. I know Wesker is too, that's why he sent his friend Vergil to see if he's alright. He knows what it must feel like to be separated from one's brother, being a brother himself," Ultron said.
Twilight's eyes widened, "Oh no...Shining Armor..."
"If you hurry, maybe you can go meet them, I'm sure they'll be more than happy to see you," Ultron said with a sinister laugh.
Twilight started to panic, without thinking or even knowing where to start, she still flew out of the Crystal Empire, caring very little about the snow outside, just wanting to find her older brother.
"Tell Vergil I said 'hello' for me," Ultron taunted.
Peter saw his wife leave the Empire at an intense speed. "Oh no! Twilight!" He rushed to stop her but several Ultron bots blocked his path. "Get out of my way you bunch of bastards!" Peter ruthlessly punched through them. "Twilight!"
Stark again blasted Ultron, "You really are scum, aren't you?"
Ultron regained his stance as he glared, "I'm just being a friend, isn't that what this world's all about?"
Cap gritted his teeth and angrily punched Ultron's face with his shield.
Wasp figured while they fight Ultron, she should find a way to help Twilight. Shrinking down she flew over to where the Capcom trio were and grew again. "Guys, problem! Twilight just left the Empire!"
"What!? By herself!? Where did she go!?" Chris asked, shooting some robots.
"She went to go find her brother, to do that she's gonna have to battle against Vergil!" Wasp said.
Dante's pupils shrank, "What!? She can't fight him alone, she could die!"
"Well she doesn't care, she just wants to save her brother!" Wasp shouted.
Dante groaned as he cut a robot in half, "Dammit! You two stay here, I'm gonna go find Twilight!"
Dante started running out of the Empire, getting the attention of Jill and Logan, who were both nearby.
"Dante, where are you off too!?" Jill asked.
"Twilight's in danger! She's gonna fight Vergil!" Dante said.
"What!?" Jill shouted.
Logan also looked surprised. He can't leave her alone against Vergil. "Jill, stay here, I'm gonna go help them!"
"Logan wait!" Jill said.
"I'll be fine! Protect this Empire!" Logan shouted, running with Dante.
Jill looked concerned but decided to leave them be.
Unfortunately for all of them, Wesker himself was on his way to the Crystal Empire, alongside Juri. He had a whole group of robots with him as they marched through the snowy outskirts.
"Why would an Empire be in the middle of a Blizzard!?" Juri asked.
"Probably has to do with the fact that it disappeared for about 1000 years or something, blame King Sombra," Wesker said.
Juri groaned, "Damn ponies, whatever, time to kick some ass."
The two marched towards the Empire, ready to put an end to Spider-Man and his allies.