Spiders and Magic: Avengers Assemble

by Masterob


New Nemesis

At the Castle in Canterlot, Twilight, Wanda and Peter had made their way inside, walking through the halls of the giant building.

"I hope Celestia can speak to us on such short notice," Twilight said. "It would have been so much simpler if Spike was still home."

"Maybe we should have sent Scott instead," Peter said. "Make some use out of him."

"I can't burden Scott with something like that," Twilight said. "Well I can, I've done so before, but only as an emergency."

"Well Celestia doesn't mind having you around anyway so it should work out just fine," Peter said.

"I've been meaning to ask, are you related to Princess Celestia in any way?" Wanda asked.

"Huh?" Twilight said, turning to Wanda. "Oh no Princess Celestia isn't related to me, I'm just her apprentice. But she is like a second mother."

"Actually when you think about it, you almost are," Peter said. "Your brother is Shining Armor, who is married to Cadance, who was adopted by Celestia as a niece, so since your sister-in-law is part of Celestia's family that means you are by extent."

Twilight stopped to ponder that, "I never thought of it that way, that means Princess Celestia really is part of my family! Both figuratively and literally!"

"You really seem to admire your Princess," Wanda pointed out.

"Of course, she's really amazing, how many ponies do you know can lift the sun with their magic?" Twilight said. "She even used to lift the moon when her sister wasn't around. She's always very diligent, and takes her job very seriously. She constantly keeps a lookout for any sign of trouble and we can always depend on her if we need help, be it her magic or her motivation."

"Twilight could write essays on how great Celestia is, I wouldn't be surprised if she already has," Peter said.

"Peter, I can write a book on Celestia," Twilight said. "Maybe I will one day actually, it will be my ultimate homage to her."

"Well if she ever retires then I know you'll get started on that right away," Peter said. "If you have time, for all I know she'll handpick you to be her successor."

"Well hopefully I won't have to worry about that for quite some time, if at all," Twilight said. "Running a country seems like too much, even for me. I don't know how Celestia does it, she never seems to let the stress get to her, she's always so clam and collected."

As the three approached the throne room, they started to hear the sounds of bickering and disagreements. Quickly they rushed into the room to check on what was happening and found both Celestia and Luna arguing about something.

"How could you say I never appreciate you when you yourself have never stopped to notice all that I do!?" Luna asked.

"So you put up flowers, that doesn't take as much effort as making a buffet of a breakfast for you every morning after your night duties!" Celestia argued.

Twilight and her company looked a bit surprised at what they were seeing. They almost never see Celestia angry, especially at her sister. Well Wanda doesn't know Celestia as well but this did go against what she was told.

"What's going on?" Twilight wondered.

"Looks like they're having a sister fight," Peter said. "Huh, so even the Princesses can argue like siblings."

"It's annoying isn't it?" they heard from nearby. The three turned to see Captain America, looking a bit annoyed and frustrated. "They've been arguing like this for several minutes, this isn't the first time they've gotten into a disagreement, it's been happening a lot the last few days, Celestia is always on edge about something and Luna is well...Luna."

"Is something wrong?" Twilight asked. "What could be causing Celestia this much stress?"

"Might be the villain invasion," Peter theorized. "Or her time of the month."

"Peter!" Twilight shouted. "You know ponies don't go through that!"

"Wait they don't!?" Wanda asked. "That's very fortunate for them."

"Well Peter got one thing right, it might very well be the villain attacks," Cap said. "If any more happen I worry that Celestia may get even more paranoid, probably to Nick Fury's level."

"Dude I doubt anyone could surpass Nick Fury in paranoia," Peter joked.

"Well Celestia's on her way to that mark if we don't find a way to calm her down," Cap said. "Seeing her this distressed is very new to me and a bit unsettling."

"Maybe I can try something," Twilight said, making her way over to the two Princesses, clearing her throat to get their attention. "Excuse me? Luna? Celestia?"

The two Princesses snapped out of their arguing once they saw they had company in the form of Twilight, Peter and Wanda.

"Oh, Twilight, this a surprise," Celestia said, clearing her throat. "What can I do for you?"

"Greetings Princess Celestia," Twilight said with a bow. "Sorry to intrude on you unannounced, but I had an urgent matter that I wished to discuss with you."

"That's quite alright Twilight, you are always welcome in my castle," Celestia said.

"Our castle," Luna corrected, much to Celestia's annoyance.

"Yes, our castle," Celestia corrected. "What did you wish to speak about?"

"I want to open a school in Ponyville, not just any school though, a School of Friendship," Twilight said.

"A school of Friendship?" Celestia asked. "That's quite an interesting request, what could have brought this on?"

"When I do my Friendship Lessons with Wanda, I tend to do it as if I were running a classroom," Twilight said.

"She had an actual Classroom in her library," Wanda said. "There were other ponies too."

"So between that and my friends all doing their own Friendship Lessons, I figured the best thing to do would be to create a school where everypony who's interested can learn about Friendship, expanding Harmony across our world," Twilight explained. "I even wrote a few notes, though I could use your opinion on some stuff, if you don't mind."

"Sure not at all," Celestia said.

"Great," Twilight brought out her cards. "I figured we could have a proper day long session, each of my friends can teach a class related to the Elements we share, plus some regular school material, I just need to find a few teachers, which shouldn't be too hard hopefully. I've even considered asking a little assistance from the X-Men, given they know about running schools."

"That sounds like a great idea," Celestia said. "Peter's quite intelligent himself, perhaps he can also be a Professor."

"I'd love to teach Chemistry," Peter said.

"Peter can do something like that, he can also teach students about the importance of Responsibility, which thinking about it, makes for a good Element in itself," Twilight said. "Though I do need to figure some things out, like when school should start, when to give out tests, even lunch menus, that stuff is all important."

"Ooh, forgot about class start times, hope it's not too early," Peter said.

"Start your day early to get more accomplished Peter," Cap said. "Make sure you go to bed early too, I know it's not easy for a hero to do but it's something you must practice if you can help it."

"Thank you for your Wisdom Captain," Twilight said. "How would you like to be a teacher?"

"I'm not really an academic person," Cap said. "I wouldn't mind doing some guest speaking but that's probably all I can attribute."

"That's fine," Twilight said. "I'll have everything figured out soon, there's a lot of work to be done."

"Is there a guide book on how to run a school?" Peter asked.

"That would be the EEA," Celestia explained. "They're in charge of all education in Equestria, including my School of Magic. If you wish to open a school you will need to consult with them."

"The EEA, should I have heard of them?" Twilight asked. "I feel like I should have heard of them."

"You've never run a school Twilight," Celestia said. "So it's not something you had to worry about."

"Wait, if they're in charge of education, think they'll be mad about Twilight and the others doing their Friendship Lessons?" Peter asked.

"That's just simple tutoring," Celestia explained. "This is an official School that Twilight wants to run. I suggest going to them as soon as possible and see if they're willing to help you move along with your academic plans."

"Though I should warn you, they can be a pretty picky bunch," Luna explained. "They take their jobs very seriously."

"Well Twilight's a Princess that's married to a very popular Superhero, I think they'll listen to her if she wants a school," Wanda said.

"It's not as simple as you might think," Celestia said. "Even a Princess can't do whatever they want after all."

"Really? That sounds kind of bogus," Peter said.

"Would it be better if she were a tyrant ruler Peter?" Cap said. "Be happy that Equestria isn't run like Latveria was."

"Wonder how that place is doing with their 'loving leader' biting the dust?" Peter wondered.

"We'll make an appointment to see them soon, thanks for all your help Princess Celestia, and you too Princess Luna," Twilight said.

"Anytime Twilight, I am always here to help," Celestia said.

"You mean we, sister," Luna said. "She credited me as well."

"Alright, I get the point Luna, do you need your nap because you have been quite cranky all morning," Celestia said.

"Oh that you notice, but you fail to notice anything else that I do!" Luna shouted.

Cap groaned in annoyance, he grabbed his shield and slammed it hard on the ground. "That's enough, you're royalty, act like it!"

"She started it!" Both sisters said, pointing and glaring at each other.

"Well I'm ending it! I'm tired of you two behaving like children! You're suppose to be upstanding ponies, you need to set a better example!" Cap said. "Luna go take your sleep, you're very exhausted and you need to be well rested, Celestia you go attend to your own royal duties, you have an opening to attend to." Both Princesses muttered in agreement, though still felt somewhat annoyed. Cap turned to Twilight, "You should get going yourself."

"Yes, you're correct, thank you Captain, I'll see you another time," Twilight said.

"Feel free to stop by whenever you wish," Twilight said. "I miss your update letters, I know Spike's away so he can't send them to you but don't let that stop you from coming."

"I won't, good-bye Princess Celestia," Twilight said, walking off with Peter and Wanda.


Once on the train, Twilight began mapping out everything, figuring out what she was going to say once she got to the EEA. Peter just napped on the way home and Wanda just glanced out the window. She had to admire Twilight's ambitions, she knew what she wanted and went for it, she can respect that in a person, or pony in this occasion.

Once they arrived back in Ponyville, they were immediately briefed by Trixie and Scott about the arrival of Taskmaster, Twilight and Peter's first instinct being to make sure the ponies in the town were alright and not hurt.

"There was some minimal damage to Sugarcube Corner and a few stands, but nothing too bad," Trixie said.

"No one was hurt either, I mean aside from Applejack and Gambit," Scott said. "Deadpool too but he's healed."

"He seemed to only want to take out Deadpool at first, my guess is that the two have an old grudge," Trixie said.

"Deadpool has his own share of enemies, he's really good at pissing people off," Peter said. "I still can't believe Taskmaster showed up, but was he alone?"

"We didn't find anypony else," Trixie said.

"How could he have gotten the technology?" Peter asked. "Dude really doesn't have that type of access...not that I'm aware of."

"We might need to postpone our trip to the EEA, I want to double check the town and see if I could do anything for Applejack or Remy," Twilight said.

"I hope the Cake Twins weren't too frightened," Peter said, then remembered something. "Hey did Pinkie Pie get hurt at all?"

"I think Taskmaster punched her, or did something to physically attack her but she stayed out of it for the most part," Scott said. "She's fine though."

"Well, I should still check up on her," Peter said, thinking about her baby.

"Alright, I'll consult with The Apples, you consult with Pinkie Pie and The Cakes," Twilight ordered.

The two then split off to different directions, Wanda joining Twilight in checking on The Apples, and Avalanche as well, Scott looking a bit confused. "Uh, probably should have also told them that we left Taskmaster tied up in their library."

"I asked Laura and Lightning Dust to keep an eye on him," Trixie said. "They should have things under control."

At the Library, the two mares were indeed standing by the mercenary, glaring down at him, ready to attack if he did the slightest thing wrong.

"Little surprised they didn't ask the original Wolverine to keep an eye on me," Taskmaster said.

"Well they asked for the soon to be superior replacement, I won't be second best forever," Laura said, showing off her claws.

"Plus with the future star of Equestria's high flying team by her side, you ain't going nowhere punk," Lightning Dust said, hoof bumping Laura.

Mayday was also in the room, very curious by Taskmaster's appearance. "So...you're from Earth right? Marvel Earth?"

"The one where your daddy is from?" Taskmaster asked. "Yeah, I'm Marvel, what's it to ya?"

"How did you get here? Who sent you? What were they trying to accomplish" Mayday asked.

"Sorry, I ain't one to disclose info like that, when clients pay me I keep my mouth shut," Taskmaster said, even if he may have let it slip before by mistake, he knows that Applejack heard him, if he could he would take her out but that's not a possibility right now. At the very least he can keep from saying anything else. "Barely remember the guy's name anyway."

"Can you at least tell me which world he's from?" Mayday asked.

"I told you all I could kid, but believe me when I say you'll find out soon, he ain't done playing his games with ya's," Taskmaster said. "So if I were you, I'd keep an eye out."

"Whatever your client has planned, we'll be ready for," Laura said.


Time passed, Peter and Twilight finished meeting with their friends, Twilight was relieved to know that Remy and Applejack would heal up just fine and Peter was happy to know that Pinkie was perfectly alright and there was nothing to worry about her baby. Taskmaster was sent to Canterlot through assistance from Scott where Celestia would decide soon what to do with him. Of course this worried Peter and Twilight because this would not only make her feel more stressed out, knowing there was another villain invasion, albeit a minor one.

But things didn't end for them just yet, the following morning, Discord had already enacted his next plan.

"Marvel still has had it's fair share of surprises, but let's add in something from Capcom," Discord said, sending a monster through the portal. "My dear Peter, though I must continue to rain on your parade, this time you'll be getting Umbrella. Meet your new Nemesis."

Twilight had gotten up from bed, bright and early as she always would. "Today's the day." She turned to Peter, who was spread out on his side of the bed, hair messy and drooling, much to Twilight's slight annoyance, but she had to admit he looked cute like that. "Peter, wake up dear."

"I can't..." Peter mumbled. "Under a spell...need true love's kiss..."

Twilight rolled her eyes and pecked Peter on the cheek, "That's all you get for now, knowing you if I give you more you'll just want more."

Peter sat up, grinning at his wife, "Not my fault you're so sexy."

"Peter," Twilight said, somewhat embarrassed. "Save your sweet talk, we need to-"

"Get down!" Peter shouted, grabbing and pulling his wife aside as the monster came crashing through the roof. Peter kept his wife covered, glancing up at the monster. It looked ugly that's for sure, but it doesn't look like anything he's seen before.

Twilight looed up as well and can see why Peter reacted the way he did, his spider sense must have gone off. "What is that thing!?"

"I have no idea," Peter said, standing up. "Hey what the heck are you doing-" The monster then whacked Peter out of the library, making a hole in the wall.

"Peter!" Twilight shouted in worry, then glared at the monster and zapped him hard enough to knock him through the door and down to the first floor. "Leave my home!"

The monster stood up and aimed what appeared to be a rocket launcher at Twilight, firing it at the mare. Twilight put up her forcefield which protected her from the damage, but did more damage to the library.

"What is the world is going on!?" Trixie shouted, making her way out of her room with Mayday, Wanda and Aunt May doing the same. The three took note of the monster, who now had it's sights set on them.

"That creature, is that..." Wanda wondered.

"Roooooar!" The monster shouted, about to charge at the group but Twilight teleported in front of them and put up another forcefield.

"Don't you hurt my family!" Twilight shouted, zapping it some more. However the monster had managed to grab Twilight by her beck with a tentacle, and tossed her aside, hitting the wall hard.

He marched toward her, ready to unleashed more damage when Peter had come back and kicked the monster through the door to the library. "This is gonna take a huge chunk out of our bills."

"Peter, what' going on!?" Trixie asked.

"I haven't the slightest idea," Peter said. "This monster just showed up out of nowhere!"

"It's coming back!" Mayday shouted, pointing at the monster.

"Oh no it's not!" Peter rushed in and punched the creature back again, knocking it down the streets, getting the attention of the other ponies.

"What in Equestria is that thing!?" Bon Bon shouted.

"I'm not sticking around to find out," Berry Punch said, running off, other ponies doing the same.

The commotion eventually got Scott's attention, the other hero making his way out of the house. "What now? It's too early in the morning for this crap."

"Raaaaawr!" The creature shouted, getting Scott's attention.

"The hell is that thing!?" Scott shouted. "Whatever it is, I gotta stop it!"

He flew in, shrinking down and punching the monster, knocking it back a little. He did a few more before the monster smartened up and whacked Scott away.

Peter had made his way to where the monster was, about to attack when it brought out it's rocket launcher. He fired at Peter, causing him to dodge out the way. It then jumped to the roof of a home and kept firing at the ground below, Peter dodging each attack, but many of the rockets hitting nearby homes.

"No, the ponies!" Peter shouted in worry, then glared at the monster. "I'm not gonna let you keep hurting them you freak!"

He jumped over and used his webbing to latch away the monster's weapon and tossed it away after webbing it up completely, then used his webbing to fling down at the monster, kicking it in the face.

This destruction did start to attract the attention of the other heroes and ponies, namely the ones of Sugarcube Corner.

"Huh, another villain battle, what was fast," Deadpool said, grabbing his guns and swords. "I'm off to work dear, I'll be back in a bit."

"Be careful out there, and watch out for traffic," Pinkie Pie said, attempting to calm the Cake Twins.

"Need my help?" Boom asked.

"Just stay here and guard Pinkie Pie," Deadpool said, leaving the bakery.

Boom sighed in annoyance, "What a bummer, oh well, rules are rules...wait since when do I care about rules?"

"Boomie, I know you want to fight, but it's really important you stay near me and the Cakes, it might help Wade feel better if he knew you were here to keep us safe," Pinkie said.

Boom shrugged it off, "Fine, whatever you say boss."

Outside, Deadpool rushed to where the fight was happening, taking note of the destruction. "Damn, someone's feeling destructful today." He saw Peter get knocked across the air. "Yo Spidey! What's happening!?" Suddenly he felt a thud right beside him. He turned around and saw the creature. "Holy shit you're ugly as hell."

The monster punched Deadpool back, the ninja quick to get back on his feet and start firing his guns at him. The monster seemed to handle the damage as it did not stop it from making it's way closer to Deadpool. Quickly changing gears, he grabbed his swords and attempted to cut the monster but his forelegs were grabbed just before contact was made and Deadpool was hit with a massive uppercut.

As the monster marched toward Deadpool, his forelegs were frozen to the ground. It turned around to see Bobby. "You need to cool off."

The monster used it's tentacle to wrap around Bobby's neck and tossed him to a wall before breaking free of the ice and marching towards him.

"Back off bub!" This time Logan had rushed over and landed right on the monster's back, stabbing it a few times. The monster back elbowed Logan off of him and used it's tentacle to toss Logan through a roof.

It wasn't long before Remy, Rainbow Dash, Pietro and Johnny had all arrived, with Twilight and Wanda also returning to the fight.

"He can't take all of us, let's go!" Johnny ordered. Rainbow Dash and Pietro rushed in to punch the monster, leaving it open for Remy to whack it with his staff a couple of times and then throw his cards, knocking the monster through a wall of a home.

Logan rushed inside to slash at the creature, tossing it outside, Bobby hitting it with some ice blasts and Johnny burning it with his fire. Peter used his webs to fling him into the air and then slam him down. He tossed him toward Scott, who had kicked the creature aside.

Deadpool brought out an assault rifle and fired away at the monster, then tossed a grenade for good measure, allowing Wanda and Twilight team up and hit it with a massive blast, creating a big explosion.

"Did we get it?" Remy asked.

"I think so, no way it can still move after all that," Bobby said.

Unfortunately they were mistaken, as the creature had emerged from the destruction, it's trench coat gone and several tentacles popping out from it.

"Well I've seen enough hentai to know where this is going," Peter said, getting an awkward and annoyed look from everyone around.

"What the hell kind of hentai do you watch!?" Johnny asked.

"Can you focus you morons!" Logan shouted.

"How is this thing so strong?" Remy asked. "Where did it even come from?"

"I can answer that," another voice said. Emerging from a portal was a green pony with an abnormally large head and a long black coat.

"Is that...The Leader?" Peter asked.

"Think so," Logan said. "So yer here too bub?"

"Wait who is he?" Twilight asked.

"One of Hulk's villains," Scott explained. "He's super intelligent as you can see from his abnormally large brain."

"You the one who brought this monster here?" Remy asked.

"Not exactly, I just keep the beast under control," The Leader said.

"So you're not the one who made this thing?" Rainbow Dash asked.

"No, this creature isn't a creation of mine, in fact this creature is not from what you call Marvel Earth either," The Leader explained. "This is a Tyrant made by the former Pharmaceutical Company Umbrella, of the Capcom world. It's codename, Nemesis."

"Nemesis?" Peter said. "Wait, I think I've actually heard of that name, think Chris or Jill mentioned it."

"The T-Type Nemesis was created by Umbrella to hunt down and terminate S.T.A.R.S. members such as Chris Redfield and Jill Valentine, so it makes sense they would be the ones to know about it," The Leader explained. "It was originally destroyed by Jill Valentine as she escaped from Raccoon City before it's destruction, but thanks to some science and magic, we were able to utilize this creature again, and reprogram it to hunt you down."

"Great, so now Capcom villains are invading," Bobby said. "I mean they invaded before but this is really new."

"Well now I know why it seems so familiar," Wanda said. "I remember Wesker showing off some prototypes to my father and Doctor Doom, he intended to use some of these Tyrants to invade Equestria years ago, but the base was destroyed, by my father no less."

"Wait, why would your father destroy them?" Remy asked.

"He found it disgraceful, saying that all Wesker was doing was playing God, that this was not natural for humanity," Wanda said. "It's one of the reasons my father backed out of the invasion just before the villains came to Ponyville, aside from his hatred of Bison and Shadoloo. Though me and Pietro still got wrapped up in it."

"Seemed like fun at the time, causing damage and wrecking stuff," Pietro said. "Though it stopped being fun when that guy with the blue hair showed up."

"That would be my brother," Twilight said, remembering that she and Shining Armor briefly did battle against Wanda and Pietro on Earth.

"So who's idea was it to bring this monster here anyway?" Logan asked.

"That I can't say just yet, just know that this monster has been both scientifically and magically enhanced to handle much more punishment than it originally did, had this monster invaded Raccoon City years ago with this power, there would be no chance that Jill Valentine would have survived."

"I think you underestimate her and the rest of the Capcom Warrior dude," Peter said. "Right now, I'm gonna follow Jill's example and take this creature down, powered up or not, it's still only one creature."

"Only one?" The Leader said, then opened a portal to reveal more monsters. "These are Hunters, they also come from Umbrella, the Lizard Types are quick and deadly with their claws, while the Gamma types are quite adept at swimming, I hope you're well prepared to handle them."

The heroes quickly banded closer, ready to fight this oncoming threat. The smarts of the leader, the power of Nemesis and the numbers of these creatures would prove formidable, but nothing they can't handle.