Spiders and Magic: Weapon X

by Masterob


What Tough Is

It had been three days since Twilight had re-opened her School of Friendship, and things seemed to be slowly returning to normal for Ponyville. Homes of course were being rebuilt, some had to move, others went to stay with friends within the town who's house wasn't destroyed, some stayed at the School of Friendship, mostly the students of course.

The heroes had been very busy trying to keep the peace in Equestria, though while hadn't been that long since Magneto's assault, prior events have shown danger could happen at any time.

Tony Stark was still working on his Accords policy, with assistance from Reed Richards and some input from Sunset Shimmer. The Capcom and Square Warriors were currently doing their own business in their respective worlds but did promise to come to Equestria in times of need.

Right now the only other things on the minds of the heroes is their situation with The Changelings, and finding whoever disrupted the Peace Treaty months back.

However, danger was looming, and soon Equestria would face it's next threat, or rather a certain hero. In the Marvel world, Mystique was seen leading a group of mercenaries through a forest. Not just any regular ones, the Weapon X Team consisting of Lady Deathstrike, Omega Red, Agent Zero and Wolverine's greatest nemesis, Sabretooth.

"Where are we going anyway?" Sabretooth asked, getting a bit impatient.

"I told you before, I'm taking you to Wolverine," Mystique said.

"Where exactly is that?" Sabretooth asked. "Last I heard he practically disappeared off the face of the planet, how do you know where he is?"

"I just do, honestly I'm surprised none of you picked up on where he is when others have, including Magneto," Mystique said.

"I remember you mentioning something about the old man biting the dust, does that have to do with Logan?" Sabretooth asked. "That why you came to get us? To get revenge? Do your dirty work for you?"

"Oh I'm sorry, do you not want your chance to kill Wolverine?" Mystique sarcastically remarked.

Sabretooth angrily snarled, bearing his claws to the shapeshifter, "Watch your tone, or I'll strike you down."

Mystique hardly looked intimidated, she was ready to fight Sabretooth if she needed to, while she could use his assistance she did not deem him valuable enough to keep alive if he was going to be a burden. Fortunately Omega Red stepped in.

"Calm yourself comrade, save your strength for when you need it," Omega Red urged.

Sabretooth huffed a bit before relenting, "Fine, but know this Mystique. I'm doing this only for me, not for you and I sure as hell ain't doing it for that old geezer."

"I suggest you watch your tone," Mystique said, shifting her form to becoming an exact replica of the aggressive mutant. "Don't forget who you're talking too!"

Sabretooth scoffed it off, "Cheap trick, fakes are nowhere as good as the real deal."

Mystique turned back to normal, leading the group away, "I despise having to take your form, honestly I don't even know why I came to get you, I should be taking down Wolverine and Spider-Man myself."

"Spider-Man? There's another name I haven't heard in years, last I heard he was involved in this big fight in New York City," Sabretooth said.

"I heard his nemesis The Green Goblin obtained cosmic power that he nearly wiped out all civilization with," Lady Deathstrike stated.

"Then he disappeared into another world," Omega Red finished.

"Never to be seen again," Agent Zero said. "At least not until those fools from the Capcom World arrived."

"Spider-Man has indeed gone to another world, which is where Wolverine went along with a couple of the X-Men, a member of the Fantastic Four, and even Deadpool," Mystique said.

"Deadpool!? Don't tell me we have to see that weasel again!" Sabretooth said.

"You might have to, so I suggest you deal with it," Mytique said, arriving at her destination. "Here we are."

Sabretooth looked around to see what exactly it was that Mystique had wanted to show him, but he didn't find anything, none of his teammates did.

"Is this some kind of a joke!?" Sabretooth asked. "Just what the hell are we looking for?"

"Look behind you," a voice said. Sabretooth turned around to see the human Draconeques Discord. "Peek-a-boo."

Sabretooth quickly leapt back, getting into a fight postion. "Where'd you come from?"

"More imprtantly, who is he?" Lady Deathstrike asked.

"This here is Discord, a resident of Equestria," Mystique explained.

"A pleasure to meet you, a true honor indeed," Discord greeted, bowing to the mutant.

"Discord? Equestria?" Sabretooth asked.

"Equestria is where Wolverine currently resides," Mystique explained. "Discord is our means of travel to that world."

"Yes indeed, traveling to Equestria is rather difficult without assistance, the portals are very scarce and without the right magic or technology, I'm afraid you'd be at a loss in your travels," Discord explained.

"He's the one who helped Magneto enter Equestria as well," Mystique said.

"Him and many others as well, mostly from this world," Discord said. "I once dipped into the Capcom world, at least after the initial invasion."

"Any of those guys there too?" Sabretooth asked. "Truth be told, I'd love to get my hands on that one karate guy with the red bandana, something about him just ticks me off."

"If you mean Ryu he does visit Equestria from time to time, I can't promise you will run into him," Discord said.

"Well fine, as long as I get Logan, he's my main priority," Sabretooth said, readying his claws. "Though I gotta ask, why are you helping us?"

"You want us to owe you something?" Agent Zero asked.

"No, no, none of that," Discord said, before sheepishly rubbing his head. "Uh, maybe a little, I was hoping that you might consider joining my cause, see I'm trying to unleash chaos all over Equestria and I would love warriors of your calibur to help with that."

"So you want us to do your dirty work, is that it?" Sabretooth asked.

"Well, I wouldn't put it that way, but I guess it's a similar idea," Discord sheepishly admitted. "However keep in mind that you have something to gain here, a chance for revenge on Wolverine, doesn't that entice you?"

"He has a point," Lady Deathstrike said. "This is the best opportunity to bring down Logan."

"And maybe that irritable Wilson as well," Omega Red added.

"There, see all the neat benefits you'll be profiting from?" Discord said. "I give you no restrictions either, go and have a blast!"

Despite this opportunity, Sabretooth's mistrust did not seem to let up, while he did want to take down Logan, he didn't exactly like the idea of essentially being ordered to. Of course this was a good opportunity for him to take revenge on his sword enemy, and his team seemed interested.

"So you all want to do this?" Sabretooth asked his comrades. "Should we take this guy's offer?"

"Yes, it works in our favor," Lady Deathstrike said.

"I have no objections," Agent Zero added.

"It is agreed, we go to this world and destroy Wolverine and Deadpool," Omega Red said.

Sabretooth turned to Discord, "Anything we should know before we head out?"

"Yes, a few things," Discord said. "The town Wolverine lives in also inhabits Deadpool, just confirming that."

"We'll dispatch of him as well," Lady Deathstrike said.

"Two other X-Men live in that town, Gambit and Iceman," Discord confirmed.

"Pah, a couple of weaklings," Omega Red said.

"Don't underestimate Gambit, he's survived this long before he's good at his craft," Mystique warned.

"I can handle a guy who flips cards for a living," Sabretooth said, then turned back to Discord. "What else?"

"Be weary of Spider-Man, he lives in town as well, same with The Human Torch from the Fantastic Four," Discord said. "Ant Man of the Avengers lives in town, and a few of the X-Men teach at Twilight Sparkle's school. If you want to defeat Wolverine, you should go straight for him and try not to draw too much attention."

"Hey if we have to fight them, then so be it," Agent Zero said.

"Spider-Man is a tricky foe, try to avoid combat with him," Mystique said. "Remember his victory over The Green Goblin years back."

"Just look for a cottage near the edge of town, that's where Wolverine lives with his wife and daughter, also his clone and her roommate also live with him so keep that in mind too," Discord said.

"Clone?" Sabretooth asked. "She wouldn't happen to be a young girl would she? Black-ish brown hair?"

"X-23? Yes, I take it you know her?" Discord asked..

"Yes, and this works perfectly, Yuriko here has a score to settle with her," Sabretooth said, turning to Lady Deathstrike. "Isn't that right?"

"I look forward to settling my own grudge," Lady Deathstrike said, extending her claws.

"Well I told you all I could," Discord said, opening the portal. "Here's the entrance, have fun out there."

"Yeah, tons of fun," Sabretooth deviously stated, making his way through the portal with his team following.

"Oh by the way, once you get there you'll likely turn into a pony," Discord said.

"Exuse me?" Sabretooth asked.

"No time to talk, bon voyage!" Discord used his magic to nudge them into the portal, immediately closing it. "Hope they're not too mad."

"Oh they might be, they'll come for you next," Mystique warned.

"Heh, come with the territory," Discord said. "So how about you? What will you do?"

"I wait and see," Mystique said.

"Well while I'm on the matter, as you know I am forming a team and we could really use another shapeshifter, especially one of your skills, I believe you'll make a highly valuable asset," Discord said.

"Another shapeshifter?" Mystique asked. "Who else have you recruited?"

"Just a lady from my home world," Discord explained. "See she wants to salvage her army and-"

"Save it," Mystique interrupted. "I'll think about your offer later, right now I have some planning to do, I have my own revenge to take, but it will heavily depend on how successful Sabretooth is with his quest for revenge."

"Ah, I see then, well I bid you farewell then," Discord said, vanishing back to Equestria.

Mystique turned away, ready to make her way back to her own base, "What a strange being, Equestria is full of interesting wonders. Too bad I may have to burn it to a crisp."


Back in Ponyville, class at the School of Friendship was still in session, Fluttershy was giving her lecture about Kindness and all it's benefits. "Showing Kindness to others sounds like a simple task, just being nice and treating others with the same respect you want to have and always being there for others. But there's much more to it than that, there are different ways to be kind after all, can anyone tell me?" One filly raised her hoof. "Yes Toola Roola?"

"Helping ponies with chores?" Toola Roola asked.

"That's one way, but I'm looking for something a bit more deeper," Fluttershy said.

"Oh I know!" Cozy Glow said. "Showing your cute and adorable face to others and giving them the pleasure of being in your presence?"

"Not quite," Fluttershy said. "But that is a unique answer."

"I think I know," Ocellus said. "Being kind doesn't just mean doing nice things for others, but helping others in the ways they need help."

"That is a great answer," Fluttershy said. "Sometimes being kind doesn't always mean just putting on a sweet face and doing nice things for others, sometimes the kindest thing you can o for another is to be assertive and make sure they get the help they need. Sometimes you'll meet others who you can't get through to with just nice and sweet talk, sometimes you just have to stand your ground, give them a bit of tough love."

"So does that mean that if you try being nice to somepony and they don't listen, you should yell at them?" Cozy Glow asked.

"Not exactly," Fluttershy said. "Yelling at someone isn't really being assertive, it can just be mean. Sometimes you may have to talk a bit tougher but yelling should be a last resort."

"I hear your husband is really good at assertive Kindness," Cozy Glow said.

"Well yes, he is very tough when he talks, but he also knows when to soften his tone," Fluttershy said. "It's all about circumstance and when to use such techniques."

"What are some examples?" Toola Roola asked. "When should you be nice and when should you be assertive?" Toola Roola asked.

"Well if you see that somepony is troubled, obviously a softer approach is required, let's them know you want to help without being overbearing," Fluttershy said. "Being kind doesn't even have to be for anything big, it could be a simple 'Hello' to a friend or even someone you don't know."

"Makes sense," Toola Roola said.

"But the only times you should be assertive is to make sure that whoever you're talking to doesn't try to take advantage of your kindness," Fluttershy said. "Sometimes it's also good to help with someone who's being stubborn, sometimes being kind means being a little tough, there's only so much being nice can do. This is very difficult to figure out however, so be weary when trying this technique, otherwise you might just hurt somepony's feelings, and we don't want that, right class?"

"Right Professor Fluttershy!" the class responded.

"Good to hear," Fluttershy said, just as the bell rang. "You're all dismissed, have a wonderful day."

"You too Professor!" the class said a they dispersed from the room, eagerly heading to their next destination. Fluttershy felt some sense of accomplishment, the same one she felt each time she finished a class, believing she once again got through to her students.

By the end of the day when school had been dismissed, Fluttershy had made her way out of the school, meeting up with her fellow teachers, or as she mostly knows them, her friends, the other Elements of Harmony.

"Hey Fluttershy, another day, another successful lecture right?" Rainbow Dash greeted.

"I should hope so, it feels so nice knowing that I'm making a difference in the lives of others," Fluttershy said.

"It's also nice being able to teach our own way, and not 'By the Book'," Pinkie said, then turned to Twilight. "No offense but the old way was kind of lame and boring."

"Don't worry, I can agree that doing things By the Book wasn't the best way to go about things," Twilight said. "As long as your methods work then I have no worries."

"Is that Neighsay guy really ok with this though?" Rainbow Dash asked. "I mean he seemed pretty adamant about the school shutting down, or at least keeping in only for ponies. Not only is the school still up, non-pony students and teachers still work there."

"It wasn't easy, as of right now the EEA has very little hold over the school," Twilight said. "But Neighsay won't involve himself, appearently Tony Stark made sure of that."

"He did?" Rainbow Dash asked. "How?"

"He just told me he negotiated with Neighsay, didn't say how though," Twilight said. "But Tony reassured me that everything's fine."

"Probably used his business man like talk," Rainbow Dash said. "He does have a bit of a silver tongue."

"I am grateful for his help," Twilight said. "Well, I should be off, I have some papers to grade and I have more agendas to work on."

"Don't work too hard," Rarity said. "Remember to take some time to relax. I'll be more than willing to help take a load off your plate."

"Same here," Pinkie said.

"I really do appreciate that, thanks," Twilight said. "Well then, I should be off, don't worry too much about my work load, I have Peter around to help me."

"Isn't he still doing some teacher work of his own?" Rainbow Dash asked. "How's his chemistry class going?"

"Well, nothing's exploded yet so I say it's going swell, Cozy Glow herself told me how great of a teacher Peter is," Twilight said.

"She's not still living with you right? She's staying at the dorms?" Rainbow Dash asked.

"Well, she does come over pretty often, Peter likes having her around but I feel like it's making Mayday a little jealous," Twilight said.

"Hope that passes soon, I mean what's going to happen when you have your baby?" Rarity asked. "Little Mayday's going to be quite jealous of your child."

"I don't think it'll be too bad, I mean she's going to be a big sister, I think the idea would be more exciting for her rather than a source of jealousy," Twilight said. "I mean, Applejack, you're going to have a child as well, what are your thoughts? Do you think Oliver will get jealous?"

"Naw, he's a sweet one, he's excited to be an older brother," Applejack said. "But Mayday's a bit different than mah boy, remember how jealous she got when other girls, including mah sister got too close to Rumble?"

"And the one pony she loves more than Rumble is Peter," Rainbow Dash said, earning a slight glare. "Oh, and you too."

"I'll worry about it when the time comes, which won't be for a while," Twilight said.

"I might have to think about that soon, the little buns in my oven are just about ready, won't be long now," Pinkie said, rubbing her belly. "I can't wait for them to be born, new babies around the house! Plus maybe I'll stop throwing up so often...speaking of which."

Pinkie had dashed off to the nearest bathroom with the other girls giggling at her wackiness.


Later on at Sugarcube Corner, the place had some activity with Pinkie Pie taking an order from Lyra and Bon Bon, Deadpool serving some snacks to Golden Harvest and the Cake Twins helping their father with some dishes. Fluttershy and Logan were seen sitting together in a booth, Mrs. Cake having just served them a couple of Root Beer Floats.

"Thank you Mrs. Cake," Fluttershy said, grabbing her float.

"Thanks ma'am," Logan said, grabbing his as well.

"Oh no worries, always nice to see you together and enjoying yourselves," Mrs. Cake said. "Give your daughter my regards."

"Actually if you can wrap a cupcake for her that would be splendid," Fluttershy said. "Maybe one for Laura and Lightning Dust too."

"Nothing too sugary for Rina though, last time she was up all night, and so were we," Logan said.

"Oh I know just the treat, works well for my little ones," Mrs. Cake said as she trotted off, "Be right back dears."

"Real nice gal," Logan said, then took a sip from his drink. "So, how's class so far?"

"It's great, I'm really getting deep into the true meaning of Kindness," Fluttershy said. "It really feels like I'm making a difference in their lives."

"The goal of a good teacher, of course you probably didn't even need the school to do that," Logan said. "Others have looked up to you fer yer kindness even before Twilight's school."

"Oh I doubt it, not many ponies really knew who I was," Fluttershy said.

"Didn't you save Equestria a few times? Pretty sure that was before Twilight opened up her school," Logan said. "Hell you've been doing it before Peter got summoned to this world."

"Before Peter got summoned I never really stood out much," Fluttershy said. "Even during our celebrations I usually stayed out of everypony's way, talking has never really been my strong point after all. It wasn't until Peter came along that I started to feel a bit more confident in myself, of course since then I haven't saved the world as much, it was mostly Peter and Twilight, which I'm fine with, I don't need or want the attention, but I do like being a role model for others, and this school is the best way for me to do it. I don't have to do anything risky or dangerous, I just have to teach students about Kindness."

"Well no one can do it like you," Logan said. "I wouldn't be able to teach Kindness to anyone."

"Of course you can, you're very kind yourself dear," Fluttershy said.

"Come on now, I know yer my wife and as such you feel compelled to say such nice things but I ain't exactly the image of Kindness," Logan said. "You won't see me picking flowers fer others."

"There's more to it than that, I know you have this rugged, tough personality, which I find very adorable by the way," Fluttershy said, Logan awkwardly turning away, hoping no one heard that. "But I know underneath all that is a kind hearted man who wants nothing more than those closest and dearest to him to be safe and happy. I've seen a side of you that many others haven't, it's one of the reasons I fell in love with you, your the perfect combination of kindness and strength."

Logan still felt a bit embarrassed, but he couldn't be mad at what Fluttershy had to say, she spoke from her heart and he knows it's just her nature to treat others with kindness, proving she is indeed worthy of the Element of Kindness. "I still can't see myself as Kind, but yer the expert."

"Logan, being kind doesn't mean being like me, you can be kind and assertive," Fluttershy said. "You show others you care if your own way, you're willing to stand by someone who needs help, and give them a proper push when they need it. Sometimes being tough is kindness in itself."

"That is something you've mentioned," Logan said.

"And it's something I believe, you and I specialize in different types of Kindness, in fact I was hoping you could come to my class some time and help me with some lectures," Fluttershy said.

"You want me to help you with Kindness lectures?" Logan asked. "You sure you want that?"

"Like I said, you show a different side to Kindness and I want the students to have a better idea of what it means to be kind, mastering it is very tricky and I don't want them thinking that being kind means letting others walk all over you, or just telling others what they want to hear," Fluttershy said.

"I'll do what I can, working with kids isn't new to me, but I can't guarantee I'll do well on this subject," Logan said.

"I think you'll do fine, I wouldn't ask you if I didn't think you do this," Fluttershy said. "You're the best in the world at what you do after all."

"Being a teacher isn't exactly what I do though," Logan said.

"Still, whenever you do anything, you always seem to excel, whether it's being a hero or being my husband," Fluttershy said. "Back at the school I had a chance to talk to many of the X-Men and they all tell me how great you were back in your world, and that you're really good with kids, which isn't surprising considering you're the father of my child, a great one at that, I just know you can do this."

Fluttershy's words did seem to spark something in Logan, the X-Men veteran feeling a bit more confident in this opportunity. "Alright, I'll give it a shot."

"Thanks, I know you'll do great, Lolo," Fluttershy said.

Logan groaned in annoyance, "I told you not to call me that in public."

"But it's cute," Fluttershy said.

"Well I'm not cute," Logan said.

"You are to me, you're as cute as a puppy," Fluttershy said.

Logan was thankful that no one heard that, he doesn't mind Fluttershy's pet names and kind words but he does worry about how the others would react if they heard this. Of course he could just annihilate them if they tick him off.


Not too far south of Ponyville, a portal had opened to four beings, that being the Weapon X team that Mystique had Discord send to Equestria to help enact her plan for revenge, and for the group to settle their personal grudge.

To their dismay, they had indeed turned into equine creatures, at least Omega Red, Lady Deathstrike and Agent Zero.

"This will take some getting used to," Lady Deathstrike said, trying to properly maintain her balance.

"How am I supposed to do battle like this?" Agent Zero asked, trying to grab his gun but struggling to keep it in his hooves.

"This better be worth trip," Omega Red replied, practicing with his tentacle whips.

"I don't know, I think I could take a liking to this," Sabretooth said, to the surprise of the others. Upon getting a better look at their ally, they noticed that he wasn't exactly a pony like them, rather he had taken the form of a Sabretooth Tiger. The mutant happily observed his claws, even felt his teeth a bit. This is a transformation he did not mind one bit, anything to make him even more intimidating is a plus for him.

"Victor? Huh, interesting form," Lady Deathstrike said.

"Yes, quite intimidating," Omega Red said. "I envy you right now."

"I think you're all fine yourselves, Lady Deathstrike, you still have your claws, Omega Red, you still have your whips," Sabretooth said.

"That's fine for them, but what about me?" Agent Zero asked. "How am I going to my weapons?"

"You'll figure something about," Sabretooth said. "Discord said some of the chumps from Capcom had come to this world, a couple of them rely on their guns, if they could endure this place, I think a man of your stature can."

"Our anatomy is a bit more flexible than a pony on Earth," Lady Deathstrike said, flexing her limbs. "You might be able to figure something out."

"Let us practice a bit," Omega Red said. "Maybe we improve ourselves before big battle."

"Plus we gotta find out where Logan is," Agent Zero said.

Sabretooth then began to sniff around, catching a very familiar scent, "I think I know, follow me." The mutant then began leading his group into town, ready to settle his grudge against his fiercest rival.


Sometime later, the Parker-Sparkle Family were seen at the train station, Twilight and Mayday were going to Canterlot, Twilight to meet with Tony Stark and Reed Richards to further discuss The Accords and Mayday to play with Franklin, albeit reluctantly.

"Why am I going again?" Mayday asked.

"Because Franklin will be there and he wants to see you," Twilight said. "You wouldn't want to let him down would you?"

"Eh..." Mayday couldn't really care less about that.

"Mayday..." Twilight scolded.

"Why do I need friends mom? I have you, daddy and Trixie," Mayday said.

"Remember what Uncle Johnny likes to say, it's not the healthiest thing for your only friends to be your parents, and aunt-like figure," Twilight said.

"Don't tell me that's being taught at your school," Peter said, Trixie somewhat snickering right beside him. "How much does Johnny teach exactly?"

"Johnny is more of an assistant than a teacher," Twilight said. "But he is right, Mayday needs more than us to grow more."

"I mean, I can agree with that, even if Johnny's the one who said it," Peter said. "But does Mayday even want to hang out with Franklin? I mean Friendship can't be forced."

"I never would have made friends if Princess Celestia hadn't sent me to Ponyville, and I was just as reluctant as Mayday," Twilight said. "Plus Franklin's a nice boy, they got along pretty well back at our Vacation Home."

"I do miss that place," Trixie said. "When can we do another Vacation like that?"

"Now isn't the best time, given the recent villain invasions, we need to be on high alert," Peter said.

"But once the Accords go through and things get more organized, then we can consider Vacation again," Twilight said.

"I hope Tony knows what he's doing with this," Peter said. "Honestly some of the other heroes already have mixed feelings about this, saying this isn't the first time Tony's considered something like this."

"Don't worry Peter, he's not alone, myself and Dr. Richards are helping too," Twilight said. "We'll be fine."

"Yeah, I mean what's the worse that can happen," Peter said.

Trixie shook her head, "Why must you tempt fate?"

Suddenly they heard a train coming, Twilight quickly readied herself to board upon it's arrival. "Well Im off, see you later."

Peter kissed his wife good-bye, "See you later Twi." He then kissed his daughter's head, "You too May, remember to behave for Mr. Stark and Dr. Richards."

"I will," Mayday said.

"And, maybe try to get along with Franklin, he is a nice boy after all, you don't have to be friends but at least be respectable," Peter said.

"Sure thing daddy," Mayday said, boarding the train.

Twilight looked worried for her daughter, she would really hate for her to not want to make friends, it would be a little embarrassing if the Princess of Friendship who runs a School of Friendship to have a daughter who is too anti-social to make friends, it could make her title and school look bad.

"Peter, please be a little encouraging about Mayday making friends, I don't want her to grow up by herself," Twilight said. "And before you say it, we're not enough for her, Mayday needs friends her own age, it's not a good sign when she won't even pay any mind to her own cousin, and it does upset Flurry that Mayday doesn't talk to her much, do you really want that?"

"I get your worries, but I also don't think this needs to be forced, if Mayday wants to make friends then it should be up to her," Peter said.

Twilight shook her head, "No offense dear, but you're not in the best position to be giving out Friendship Lessons."

That took Peter by surprise, "Huh? What's that suppose to mean!?"

"Talk later, I have to get to Canterlot, and I'd rather not have to fly there or teleport, both are too exhausting," Twilight said, boarding the train. "Remember I'm spending the night over there, Sunset's going to play host, so I'll see you tomorrow."

"Uh, right, see you then," Peter said. The train had left for Canterlot, leaving Peter feeling a bit dejected. "What could she have meant by that?"

"I mean, didn't you grow up without friends?" Trixie asked.

"I had friends, like Harry Obsorn...who blew me off eventually, oh and there's Mary Jane Watson...sort of, and...and...uh, my ex-girlfriend Gwen, who's kind of not alive but still!" Peter tried thinking more. "Uh...gotta think..."

"Face it, you never really had steady friends until you came to Equestria," Trixie said. "I was probably the first real friend you made."

"Well, technically Twilight and her friends were, but you were my first best friend since Harry Osborn," Peter said. "You're still my best friend actually."

"Don't tell that to Johnny," Trixie teased. "Or do, not like I care."

"Hey I like Johnny and the others, they're pretty good friends, except Deadpool, but they're alright and I do value them," Peter said. "That reminds me, out of all the heroes in Ponyville, I was friends with Logan, or rather comrades. Maybe I should go see him and ask his advice on what I should do regarding Mayday."

"Great idea, Logan's always good for some advice," Trixie said. "Plus being a parent himself, he would be even better to ask now more than ever."

"I mean, he was technically always a parent but I see what you mean," Peter said. "It's funny, there was a time where Twilight thought you were would get together."

"Well, it could have been possible at one point," Trixie said with a blush. "But he's better with Fluttershy, dating really isn't my thing."

"What about Scott?" Peter asked. "Aren't you dating him?"

"What!? No! What gave you that idea!?" Trixie asked.

"I mean, you two do hang around a lot," Peter pointed out.

"That doesn't mean we're dating!" Trixie shouted. "Honestly it's like you can't have friends of the opposite sex anymore."

"I mean technically we're opposite sex," Peter said.

"Exactly, even before you married Twilight we hung out, were those dates to you?" Trixie asked.

"Well, no not exactly," Peter said. "Fine, I see your point."

"I should hope so," Trixie said, marching off, leaving Peter somewhat confused.

"She kind of overreacted though," Peter started trotting after her.


It wasn't long before Logan and Fluttershy finished up at Sugarcube Corner, the two had left the building with an extra sweet for Rina, along with something for Laura and Lightning Dust since Fluttershy didn't want them to not have any either.

"Logan!" they heard Peter's voice call. They turned to see Peter and Trixie making their way over to the two.

"Oh hi Peter, hi Trixie," Fluttershy said.

"Nice to see you two out together," Trixie said.

"Yes, Logan here took me to Sugarcube Corner to relax after my day of teaching," Fluttershy said, nuzzling her husband. "He's so thoughtful."

"It was nothing," Logan insisted.

"What brings you over Peter?" Fluttershy asked.

"Just a few questions for Logan," Trixie said. "Peter here is having a slight dilemna about Mayday and could use a bit of Logan's incredible wisdom on the matter."

"My wisdom?" Logan asked. "If it's fatherly advice then I ain't the guy to come to, you have more experience than I have being an actual father."

"I mean you are a teacher, so you are a bit of a role model for kids," Peter said. "That's close right?"

"Not exactly," Logan said.

"Can I at least still get your opinion?" Peter asked. "It doesn't have to be perfect but I need someone level headed to talk to."

"Alright then, speak," Logan said.

"Do you think friends are important to have?" Peter asked.

Logan seemed a bit surprised by this question, it seemed like a foolish one to have considering who Peter is married to and what her friends stand for. "Uh, aren't you married to Twilight? Shouldn't you know about Friendship?"

"He's asking because his daughter doesn't want to make friends, and he's just letting her think that way," Trixie said.

"Don't say it like that!" Peter said.

"Is this true though Peter?" Fluttershy asked.

Peter did a half shrug, "I mean, if she wants to make friends then that's good but it seems like Twilight is trying to force it to happen on occasion, be it with Flurry, The Cake Twins and now Franklin Richards."

"I don't think it's forcing Peter, she's just nudging Mayday in the right direction," Fluttershy said. "Remember Twilight once struggled with Friendship and thought it was useless, then it turned out to be the best thing for her. If she hadn't made friends, she might have ended up like her friend Moon Dancer was for a while, somepony who was shut into her house for days doing nothing but studying. I wasn't too different, given my shy nature I could barely make friends, so I needed a little push as well, I thank Rainbow Dash for that since she did a lot of the pushing."

"But is it the right thing to do?" Peter asked. "I mean she's happy already and it's not really doing any harm."

"I can't tell you what to do with your daughter, but it's like I was telling my students, sometimes Kindness requires some assertiveness and tough love," Fluttershy said. "Twilight just wants Mayday to have friends she can rely on, because we all could use a friend in our life."

"Maybe yer worried because of past experiences that you encountered, but you can't pass that worry onto yer daughter," Logan said. "A father should want better for his child."

"Yeah, I guess you're right," Peter said. "I guess I just worry too much, I mean I would like my daughter to have a friend but I also want her to be happy."

"Tough love Peter, show assertive Kindness," Fluttershy said. "You don't have to be overly forceful but at least try to encourage it a bit more, push her a bit out of her comfort zone, it worked for me."

"Not too much of course, think of it like training wheels, the goal is to eventually get them off but after you're confident she'll be properly balanced," Logan said.

"Wow, so enlightening!" They heard. the ponies turned to see Cozy Glow nearby. "Even outside of school you're being so educating, that's so amazing!"

"Cozy Glow, always happy to see you," Peter said, then found himself being hugged by the filly.

"Same here Peter," Cozy Glow said. "Sounds like you're in a tough spot about your daughter, but maybe I can help!"

"Help? How?" Peter asked.

"If your daughter needs a friend, well that could be me," Cozy Glow said. "I could be her friend and from there we'll both make lots of friends!"

"That's a good start," Fluttershy said. "Cozy Glow can help Mayday out of her comfort zone and eventually find more friends."

"I'll be the best friend possible," Cozy Glow said. "Who knows, I can even be like Mayday's big sister, I bet having an older sibling can help with Friendship."

"Uh, she had an 'Older Sibling' once, then he became obsessed with him," Peter said.

"Can you blame her? Rumble's such a sweetheart," Trixie said.

Cozy Glow began to blush, "Rumble? Oh, maybe he can help too! You know, because he knows Mayday so well after all."

"Rumble lives in Cloudsdale so he can't be around too much," Peter said.

"Isn't Cloudsdale pretty much right over Ponyville?" Trixie said. "Plus with Rumble's speed he can come to Ponyville fairly easily."

"He does stop by to see Apple Bloom, they are dating after all, so you should still see Rumble from time to time," Fluttershy said.

Cozy's eye twitched slightly, "He's dating who?"

Before Fluttershy could answer, the town started shaking, much to the confusion of everypony nearby. Suddenly some barn animals came rushing through town, cows, sheep and chicken, all looking to be in a bit of a panic.

"What the hell!?" Logan shouted, jumping out the way, as did the others with Peter being quick to pull Cozy Glow to safety.

Coming from behind were Applejack, Winona, Apple Bloom, Remy and Big Macintosh attempting to gather up all the animals themselves, using lassos and such to rally most of them up.

"Applejack! What's going on!?" Peter asked

"No idea Peter," Applejack said, lassoing a cow. "Something spooked mah animals and now they're rampaging through town like ponies during Cider Season!"

Remy held back some sheep that Winona helped round up, "It's the strangest thing too, one minute things are fine and the next it's all gone to hell!"

Apple Bloom gathered up some chicken using her chicken call, "Come on now little chickies, back to the barn!"

Big Macintosh also brought back some cows, but this still wasn't all the animals. "Might need more hooves."

"Hey I'm down, I am an Honorary Apple, I'll help round the animals up," Peter said.

"Good idea, but we also gotta find out what spooked them," Applejack said.

"A monster!" One of the cows replied, spooking Peter and Logan.

"I keep forgetting the cow can talk," Peter said.

"Sheep too," Remy pointed out.

"Hold on now, what monster?" Applejack asked.

"A big, scary monster with long fangs and claws, scary green eyes and a yellow mane!" the cow said.

"That does sound scary, might have been a creature that escaped the Everfree Forest," Peter said. "What was it doing at the barn?"

"Hunting for food probably," Remy said. "I did find some wreckage near the barn, along with a trail of blood, one of the animals might have gotten attacked, don't know if it's alive or not."

This was concerning, if a monster did escape, what was to stop it from not only going after more animals, but even the ponies. Peter had to take some action and fast, "Alright here's the plan, Fluttershy and Logan can go find the other animals, I'll go find Starlight and see if she can help me locate this monster. Maybe I'll see if the rest of our friends can help. Twilight's in Canterlot for the night so she won't be able to come by, but the rest of us can handle it on our own until then, now let's get to it."

"Hey, what about me?" Cozy Glow asked.

"If there's a monster, then it's probably too dangerous for you to be out here," Peter said, then turned to Trixie. "Take her back home and don't come out until I come and get you." I'll see if Scott can go by and help keep you both safe."

"I doubt I'll need his help but whatever makes you worry less," Trixie said, then turned to Cozy Glow. "Come on now."

"Ok," Cozy Glow said, following Trixie back to the Parker-Sparkle home.

"Alright, let's go everyone," Peter said, the rest splitting up to do what they need to do, Peter going to find assistance, Big Mac and Apple Bloom taking the rounded up animals home while Logan, Fluttershy, Applejack and Remy went to find the other animals.


Back at Fluttershy's cottage, Lightning Dust is doing some wing-ups while Laura is doing some crunches, both girls wanting to stay in tip-top shape. Rina was also nearby, using her toys like a dumbbell, emulating what she was seeing the two very fit girls do.

As they worked out, they heard the animals outside rustle like something was happening. Lightning Dust looked out the window, "Something's going on."

"Yeah, I heard it too," Laura said. "Wait here with Rina, I'll go check it out."

"Be careful," Lightning Dust said.

"Pfft, when am I not?" Laura asked.

"That a trick question?" Lightning Dust teased, getting a snicker from Laura.

"Smart-mouth," Laura went outside. "I'll be right back."

Lightning Dust made her way over to Rina, lifting the filly onto her back, "Big Sis Laura's pretty brave, isn't she?"

"Big sis!" Rina said, getting a chuckle from Lightning Dust.

"You're adorable, smart too," Lightning Dust stated.

Laura went outside to check on the animals, wondering what was happening when she noticed something unsettling. The gate was broken and a good chunk of animals had escaped, but to make things worse, she spotted some blood nearby. "Crap, did a monster come through here!?" Suddenly she felt something tugging at her tail, she turned to see Fluttershy's pet bunny, "Angel!?"

The bunny was very much in shock and worry, desperately pointing nearby. Laura went to the direction the little creature was going and found that one of the animals had been cornered by a massive creature. But something about this creature seemed familiar, nonetheless, she knew it shouldn't be there.

"Hey who the fuck are you!?" Laura asked, making her way over, ready to attack with her now unsheathed claws when she felt something wrap around her neck. She was lifted into the air and tossed into a nearby tree, courtesy of Omega Red.

This caught the creature's attention, who turned out to be Sabretooth, "Well now, what do we have here?"

"A new face it looks like," Lady Deathstrike said, making her way over from the forest.

"And perhaps a decent challenge," Agent Zero said, stepping into vision.

"Who the hell?" Laura could swear they looked familiar.

"Victor, look!" Lady Deathstrike said. "Her claws, just like his."

"Well I'll be, you must be Laura Kinney, Logan's little clone," Sabretooh said. "I heard you'd be here.."

"How do you know me!?" Laura asked. "And how did you know I was here? Who are you!?"

"Don't you recognize me?" Sabretooth asked. "I'm an old friend of Logan's after all."

"Old friend of..." Laura squinted her eyes, getting an idea of who this was. "No way...no fucking way!"

"Laura! What's happening!" Lightning Dust called from inside the house.

"Oh, another friend?" Sabretooth asked. "Maybe I'll go inside and-"

Laura tackled Sabretooth, stabbing her claws into him, "You stay the hell away from her you scumbag!"

Omega Red tackled her off, allowing Sabretooth to stand and claw Laura back, knocking her into another tree. Omega Red grabbed her by the leg and tossed her through the wall of the cottage, knocking her through and landing near Lightning Dust.

"Laura! What's happening!?" Lightning Dust asked.

"Take Rina and fly away! Find Logan!" Laura ordered.

Lightning Dust was confused until she saw the Sabretooth making his way into the house from the hole, "What do we have here?"

"Who's that!?" Lightning Dust asked.

"No time to explain! He's one of Logan's fiercest rivals and really fricken dangerous! Take Rina and leave now!" Laura said, running in to attack Sabretooth, getting him with some claw strikes.

Lightning Dust was not too keen on leaving Laura alone but she knew that Rina's safety was a top priority. Acting fast, she grabbed the little filly and was about to leave when Lady Deathstrike entered the house, glaring at the two.

"I can't allow you to escape," the mutant woman tried to attack but Lightning Dust dodged and kicked her aside, giving her the time to fly out. Omega Red had latched on to Lighting Dust but she just hoisted into the air and eventually kicked her leg to send him flying off. She then found herself dodging gunfire from Agent Zero, but her speed more than helped her escape.

He attempted to pursue her but Angel Bunny had jumped on his head, pulling at his mane. The soldier had whacked him away and attempted to shoot Angel, but the little bunny was quick to escape harm. "Damn, these hooves are making things more difficult."

"Bastard!" Laura jumped over and cut his hind legs, "That's for attacking my friend and little sis! And Angel too I guess."

Agent Zero back hoofed Laura, allowing Sabretooth to rush in and attack her. "She's feisty."

"Her friend got away," Agent Zero said.

"Well, look on the bright side, now we know Logan is coming, and when he does," Sabretooth clawed down a nearby tree. "That's when we strike."

"You'll have to get past me first!" Laura said, trotting over and still ready to fight. "I won't die so easily though."

"Good, I need a warm-up!" Sabretooth rushed in to attack again.


It wasn't long before Lightning Dust found Logan and Fluttershy, the two were helping Remy and Applejack calm down a bull. She landed near the group, Fluttershy being the first to notice her. "Lightning Dust? What's wrong?"

"Trouble," the mare said. "Some villains are attacking our home!"

"Villains!?" Fluttershy asked. "Who?"

"I don't know, but one of them is freaking scary looking! He had large claws, long teeth, green eyes and a blonde mane!" Lightning Dust explained.

"Sounds like the monster that attacked our animals," Applejack said.

"He wasn't alone, he had some friends, one of them had claws of her own, one used tentacles and one had a gun," Lightning Dust said.

Logan found that explanation very curious, it all seemed so familiar, "There's no way..."

"Laura told me to find you Logan, she said whoever that was knew you or something," Lightning Dust said.

That did it for Logan, the mutant started to get an idea of who was here, and it was not a good picture. "Shit..."

"Logan?" Fluttershy asked.

"Lightning Dust, stay here with Fluttershy," Logan said, unsheathing his claws. "I got some business to attend to."

Logan quickly dashed off, leaving everyone behind, with Fluttershy, Lightning Dust and Applejack very confused.

"What in tarnation is going on?" Applejack asked.

"I think I know," Remy said. "Applejack, I gotta help Logan, go find Peter and the others and tell them what's happening!"

"Remy, do you know what's happening?" Fluttershy asked.

"I might have an idea, one of Logan's old enemies is here, a man named Victor Creed," Remy said. "Better known as Sabretooth."

That's a name Fluttershy was familiar with, the name of a mutant who had been rivaled with Logan for many, many years. She knew all the terrible things he had done, and now her husband was in danger. "Logan..."

Back at the Cottage, Logan had finally arrived, looking around desperately. The place was destroyed, the animals were scattered, it looked really bad. "Creed! I know you're here! Where are you!?" Suddenly Laura was tossed in his direction, the girl covered in blood and in a great deal of pain. "No! Laura!"

As Logan checked over his daughter figure, Sabretooth had made his presence known, alongside his three allies. "Hello Wolverine, it's been a while."

Logan angrily turned to Sabretooth, gritting his teeth in rage, "Sabretooth..." The two faced off, ready to once again reignite their old rivalry.