Spiders and Magic: Civil War

by Masterob


Shifting Resolve

A week had come and gone, as many tried to adapt to changes or adjust themselves to the coming future.

Peter was still running around and trying to handle several tasks at once, dividing his time between helping Daredevil and his team locate Martin Li, trying to get Felicia out of incarceration, helping the Apple Family however he could, attending to the School of Friendship and being a father to his kids.

He did have some help from his friends of course, many of them trying to fill the void left by the Elements for the week, with Laura, Lightning, Starlight, Trixie and Scott Lang lending their assistance.

Despite this, Peter was still behind, he was no closer to discovering Martin's location, and with Daredevil also dividing his time in helping Felicia and still trying to appease Spitfire and Tony, it made things much more difficult.

Tensions were growing in Manehattan, three heroes assigned to the city was not enough and something needed to change.

Back in that very city, the trio of Daredevil, Elektra and Night Thrasher had taken down another group of Demons, by this point the task started becoming tedious to them.

"This is getting on my nerves," Elektra said, placing her Sais away. "No matter how long we've been at it, it feels like we're not much closer to ending this."

"No matter how many of these guys we catch, it seems like their numbers just end up doubling," Night Thrasher said. "I hate to say this, but I'm getting nearly exhausted from all this fighting."

"I know it's hard, but we need to persevere," Daredevil said.

"Why are we even dragging this out? That Coco girl said that Lee pony looked like Mr. Negative, let's just take him out and be done with this," Elektra said.

"We still don't have definitive proof, remember none of us actually saw him," Daredevil said. "The only hero who saw Mr. Negative was Johnny Storm."

"Yeah, then he got benched because of one mistake, does that Spitfire mare even know what she's even doing!?" Elektra asked.

"Well she sure is stubborn, she will not listen to reason," Daredevil said. "I'm starting to question her qualifications as a leader."

"I'm starting to question Tony Stark; I mean why hasn't he sent us any help?" Night Thrasher asked. "This city is too much for just the three of us and considering we're the only ones dealing with an actual threat you'd think he'd send more our way."

"Spider-Man came to help," Daredevil reminded.

"He had to come on his own, and even then his focus is distracted, in fact yours is distracted too lately," Elektra said.

"He needs my help with other matters, and quite frankly from what I've seen, it’s some serious flaws within The Accords," Daredevil said. "That is just as important as finding Martin Li."

"Still, if this goes on any longer, then I'm just going to take matters into my own hands," Elektra said.

"Don't do anything rash," Daredevil said.

"I'm serious! I want returns or I'm going to find that Lee guy and deal with him myself, see if that stops the flow of these crooks," Elektra said. "The clock is ticking, and I don't have a lot of patience!"

"Just give it a little more time," Daredevil pleaded. "We'll do this the proper way."

"For a guy who created this guise to do things outside the law, you sure are concerned with following Tony Stark's poorly written Accords," Elektra said.

"Hey, easy," Night Thrasher tried to reassure.

"Don't tell me 'easy', you want results, you do what you have to do," Elektra said.

"Elektra, you're not with The Hand right now, you're in Equestria and you have to do things that benefit the safety of these ponies!" Daredevil said. "Maybe I am being cautious right now but that's because we're still learning about this place, if we go around raising hell like The Punisher would probably do, it's just going to make things worse."

"Well Matt, by this point, raising hell might be our only option," Elektra said. "But I'll play your game a little while longer. If we don't find this guy within the next three days, then I'm going by my own rules."

"I'm almost tempted to agree with Elektra, all the signs point to that Lee guy, everyone we talked to said that these things happened right around the time he moved into this city, a guy as smart as you can make that connection Matt," Night Thrasher said.

"Even if I can, the last thing I want to do is jump to conclusions, this could just be really bad timing for that man," Daredevil said. "But don't worry, I have a plan that should work."

"What's on your mind?" Elektra asked.

"This might sound simple, but I need to talk to him, face to face," Daredevil said.

"Gonna be hard considering that Suri lady keeps shooing us away," Night Thrasher said. "If she catches us anywhere near that guy then she's gonna raise hell herself."

"We just need to distract her, maybe next time we go near her building, let's go out of costume, maybe she won't recognize us," Daredevil said. "If I can talk to him, I can try asking the right questions."

"You think you can get him to confess something?" Night Thrasher asked.

"He'll confess whether he's aware or not, sometimes the body gives away what the mouth tries to conceal," Daredevil said.

"...Uh, sure, I guess," Night Thrasher replied, confused by the reaction.

"This plan better work, otherwise I'm enacting my own plan on the spot," Elektra said, pulling her Sai back out. "When I do enact it, not even that bitch Suri will get in my way."

"Elektra, if you do anything rash, if you get yourself into hot water with Tony Stark and Princess Luna, you may be on your own, because even I can't help you," Daredevil said. "But I hope you chose to do the right thing."

"Just get the plan started," Elektra said, then heard some screaming. "More of them, let's go!"

As she dashed off, Night Thrasher turned his attention to Daredevil, "We can trust her, right? I mean you know her better than I do."

"I wish I could say she won't follow through but, the possibilities are high," Daredevil said. "Weeks ago, I trusted Stark's decision to hire her. It didn't make sense to me to hire an assassin to work as a hero, but I trusted Stark's word, and Elektra has been our ally more than our enemy. But lately I've been questioning Tony Stark's decisions, and I can't help but feel like these Accords he put together was a poorly constructed process."

"Think you'll stick around for them?" Night Thrasher asked.

"I'd like to fix them if I could, for the sake of this world at least," Daredevil said. "We're drabbling, come on, we have lives to save, from the Demons, and possibly Elektra."

The two dashed off in the direction of the assassin from The Hand, hoping to soothe things in the long run.


At Ponyville Park, while Susan and Derpy were talking, mostly about Derpy's recent nausea issues and occasional mood swings, Mayday and Franklin were sitting together under a tree, the former doing her best to interact like a, quote, normal child, and try to befriend this boy.

Franklin felt nervous at first, he wants to befriend this girl, he admires her intelligence and her independence, but he also finds it a bit intimidating.

"So..." Mayday began. "Uh, how are things at home Franklin?"

"Huh? Oh, just fine," Franklin said. "My Uncle Ben got married to a really nice lady."

"That's great...Ben's the one who's a giant rock person, right?" Mayday asked. "Is he your dad's brother or cousin?"

"They're not related, but they are best friends, they've been there for each other since my dad was a kid," Franklin explained.

"That's neat, he seems like a really nice guy, at least from the few number of times I've seen him," Mayday said. "Is he really strong?"

"Seems like it, the only one he seems to have trouble beating is The Hulk," Franklin explained.

"Oh yeah, the Hulk, Doctor Banner," Mayday said. "Wonder where he went? My dad hasn't mentioned him in a while, of course I don't think I was paying much attention."

"I don't know either," Franklin said. "He's probably off keeping Earth safe or something. Uncle Ben really doesn't like The Hulk, they're fated rivals or something like that."

"That's kind of strange, I mean they're both heroes, shouldn't they be on the same side?" Mayday asked. "I've always been confused when those Capcom people arrived, even the heroes on that side seemed to hate my dad, meanwhile I'm wondering why they won't just team up and beat up the bad guys. At least they're friends now but I still don't get why heroes wouldn't like one another."

"Probably a pride thing, some heroes want to prove their worth by being the best, even my dad gets like that, but for him, it's a battle of the minds," Franklin said. "His biggest rival in intelligence is Hank Pym."

"Hank Pym, Auntie Janet's talked about him, she hasn't said nice things," Mayday said.

"I don't know the full story but it seems like they had a fight or something, but I've seen Professor Pym and I think he's a really nice guy, Maybe he and Miss Van Dyne just need to work out their issues," Franklin said. "Your mom's a Friendship Princess, maybe she can help with that."

"Yeah, that is her specialty, she's good at turning rivals into best friends," Mayday said. "She and Auntie Trixie used to hate each other, now they're like sisters. Then there's Miss Glimmer, she teamed up with Thor's evil brother once, now she, my mom and Auntie Trixie are friends."

"Your mom's pretty amazing, the perfect girl for your dad," Franklin said. "Spider-Man is one of my favorite heroes, I want to be cool like he is."

"My dad's my favorite too, he's a lot of ponies' favorite," Mayday said. "I also like Uncle Johnny and Uncle Logan, they're really nice, and really strong."

“Kind of weird to hear you call my uncle as yours," Franklin said. "But Uncle Johnny seems to like you too. He said he wants his daughter to be as amazing as you are."

"Funny, Uncle Logan said the same thing," Mayday said. She began thinking about the talks the two have had, regarding some of her worries and insecurities. "Franklin, have you ever been worried for your parents? Knowing that they're superheroes and they're always in danger."

"Well of course, but my parents are strong and smart, plus somehow, things just turn out how I want them to," Franklin said. "I know that whatever happens, my parents, along with Uncle Johnny and Uncle Ben can save the day."

"I tell myself that too, that my mom and dad are really strong, but I do worry that something bad is gonna happen to one of them, it scares me," Mayday said.

Franklin could see that Mayday was really caught up in her worries, this is the most he's seen emotion out of her, and the most she's been willing to talk about her struggles. This was his chance to be closer to her, if only he knew how to do it, at least without forcing it.

Taking a chance, he took her hoof in his, surprising the girl as he mustered up the strength to talk, "I believe your parents will be fine, because if there's one thing that motivates a parent, it's wanting to always do their best to make it back to them. It works for my parents; it can also work for yours. Plus, they have the ultimate advantage, that being having good friends that will fight with them and keep each other safe. Uncle Johnny and Aunt Rainbow Dash work hard to keep not only their worlds safe, but also their friends and family, that includes your parents."

"Huh, that's actually very enlightened of you to say Franklin, you're a really smart boy," Mayday said.

Franklin turned away, hiding the blush on his face, "It's nothing."

"I feel like that's something my mom would like to hear," Mayday said. "You should tell her when you first get the chance."

"Oh I couldn't, that's more of an in the moment type thing," Franklin said. "I just said that because I wanted you to feel better and not worry so much."

"I guess I'll always worry, but knowing my parents have such good friends, makes me worry less," Mayday said. "Maybe his is why they want me to have friends, so they wouldn't have to worry so much about me."

"Yeah, I think so," Franklin said.

"Well, I promised Uncle Logan I would try anyway, plus, I'm really starting to like you Franklin," Mayday said, the boy again turning away to hide his blush. "So, you think you can be my friend?"

Franklin feverishly nodded in agreement, "Of course, I'd love that!"

Oddly enough, flowers began growing all around, birds suddenly appearing and singing in harmony as the sun shined down on the two. This did catch Mayday's attention, the girl immediately getting confused, "Uh, what's going on?"

"Huh?" Franklin could see everything that's happening. "Oh no, I gotta..."

Suddenly everything began turning back to normal, Mayday feeling even more confused than before, "What happened?"

"Remember how I said I can change reality?" Franklin asked.

"Oh! Was that your power?" Mayday asked.

"Sort of, thing is, sometimes it happens involuntarily, my dad tries to suppress it because of how dangerous it is, but it still leaks out," Franklin said.

"How much of it can you change? Like can you do anything you want?" Mayday asked.

"Well, yeah, not that I would," Franklin said. "If there's one thing I learned from your father, is that With Great Power comes Great Responsibility, and I would never misuse this power."

"It's pretty neat though, I'd love to see more of it," Mayday said. "Like, could you even change my form? I've always wanted to know what I'd look like if I were a human."

"I really don't want to mess around with that, my parents won't be happy, plus someone might see us," Franklin said.

"Aw, not even for a quick second?" Mayday asked. "This is a pretty secluded area; I doubt anyone would see us. If you do this for me, I'll let you ride with me on the glider I'm building."

Franklin seemed unsure, but he couldn't resist the curious and somewhat adorable look on Mayday's face, "Fine, but only for a quick second." He then began to concentrate, hoping to pull this off without any side effects or consequences.

Within seconds the area around the two began to change and adjust, both slowly changing form out of their pony appearance to a more human looking one. It wasn't long before the transformation had completed, Franklin in his human form, wearing his Fantastic Four shirt and some gray-ish shorts while Mayday had a miniature Spider-Man suit on.

"Did it...work?" Mayday asked, finding herself standing on two legs. "Wow it worked, I'm-AH!"

She nearly fell over, but Franklin managed to catch her, "I got you."

"Thanks...I'm not used to standing on two legs," Mayday said. "This feels a bit strange, must have been how my dad felt when he turned into a pony."

"I felt the same too, just try to maintain your balance, it's like taking your first steps," Franklin said.

Mayday tried standing again, but nearly lost her balance once more, "I think I got the hang of this." She slowly placed one foot in front of the other, taking small steps. "I'm doing it, I'm actually-WHOA!"

Franklin caught her again before she fell, "Got you."

"Wow this is a pain in the butt," Mayday said. "Maybe I should practice as a pony first."

"Can ponies even stand on two legs?" Franklin asked.

"Of course, Auntie Pinkie Pie does sometimes, and so does my dad and your uncle, even the Capcom fighters do, they make it look so easy," Mayday said, standing back up and looking down. "Uh, question, why am I wearing my daddy's suit?"

"I had to give you something, otherwise you'd be naked," Franklin said, blushing a bit. "And I don't think you'd want me seeing you that way."

"Well technically you do see me naked, ponies don't normally wear clothes," Mayday said. "In fact, I technically see you naked too, aside from the Fantastic Four shirt you sometimes wear."

"Can we please not talk about this," Franklin said, blushing from the embarrassing thought of being naked, especially in front of a girl. "Ponies are naturally naked, it's less awkward than humans, just remember that, Franklin."

"Well I like it, so thanks Frankie," Mayday said.

"No problem...uh, did you just call me 'Frankie'?" the boy asked.

"Yeah...uh, is that alright? I don't want to move too fast," Mayday said.

"No, that's fine...can I call you 'May'?" Franklin asked.

"Uh, sure, it is the name of my dad's aunt, and he technically named me after her," Mayday said.

"May's fitting for you, especially with that pretty flower in your hair," Franklin said.

"My flower?" Mayday asked, looking to her accessory. "What does that have to do with it?"

"Well flowers bloom in May, well not always but that is a common saying," Franklin said. "Point is, I think your name suits the beauty of that flower."

"Oh, so you're saying my name is pretty?" Mayday asked.

"Uh...well..." Franklin didn't think this far ahead. "I just think it's nice, a pretty name is suiting for a pretty girl like you."

"Did you call me 'pretty'?" Mayday asked.

Franklin mentally slapped himself for being so blunt. "Well, objectively speaking, you are pretty, makes sense because your mom's pretty so scientifically speaking, you would be pretty. I mean that’s just my opinion."

"Uh, alright?" Mayday said, not sure what to make of this. Not like he's the first boy to call her pretty, she's used to it from Pound Cake. "Look, just so you know, you can tell me anything, we're friends now after all."

"Right…" Franklin said.

"So, you're allowed to tell me I'm pretty, Auntie Rarity says that a lot to her other friends," Mayday said. "She also calls daddy 'handsome', then Bobby gets mad for some reason, but that guy's a loser so it's not like what he thinks is important."

Franklin nodded in mock agreement, he wouldn't insult an X-Men member like that but for now, he'll just go with it, "Well, now that you've had this experience, maybe-"

"Franklin Benjamin Richards!" Susan called, startling the boy, Derpy standing alongside the displeased mother, looking amazed by what she could see.

"Huh, funny, you have the same middle name as my dad," Mayday said.

"Not the time..." Franklin muttered, then focused on Susan. "Hey mom..."

"Franklin, put Mayday and yourself back to normal!" Susan shouted, then took a moment to rethink. "Uh, by Equestrian standards!"

Franklin flinched from his mother’s words, quickly putting everything back to how it was before.

"Mayday!" Susan checked over the filly. "How are you feeling? Nothing feels off right?"

"I'm fine Sue, I don't feel strange," Mayday said.

Susan was relieved that there seemed to be no negative effects, at least this time. Franklin's powers could be unpredictable, the last thing she wanted was for him to mess something up by mistake. "Franklin, you know you're not supposed to use your powers so freely!"

"It's my fault Sue, I kept bothering him about it, he told me no and I didn't listen," Mayday said.

"I appreciate you taking responsibility, but Franklin still shouldn't have given in like that," Susan said.

"Nothing happened though, we're fine, please don't too mad at him," Mayday pleaded.

"She does look alright, and it seemed harmless," Derpy said. "Plus Franklin looks sorry as well."

From what Susan could see, there indeed seemed to be no consequences, not yet, but at the very least, she'll take it easy, "Alright, I'll let this slide for now. But please don't let this happen again."

Franklin held back some tears, still feeling ashamed of his decision, "I'm really sorry mom, I won't make another mistake like that."

"Franklin..." Susan said, comforting her son. "You know this is because I don't want anything happening to you, I'm afraid you're going to lose control and...well, I just don't want you to get hurt, or worse, I don't want to lose you. You're very precious to me, it would break my heart if something bad happened and I couldn't be there to help you."

"Yes mom," Franklin said, returning his mother's hug.

"You're a good boy Franklin, and I love you so much," Susan said, gently stroking his hair.

Mayday really felt ashamed, she should have known Franklin's mother would not be happy, but she was too eager to care, soon even she felt teary eyed.

"Mayday?" Derpy said, getting her attention.

"I almost got Franklin in trouble, because I was being selfish," Mayday said.

"Aw, don't say that," Derpy said, hugging the filly. "You still cared enough to accept responsibility, that was really kind of you. And don't worry, we won't tell your parents, I think you've learned your lesson."

"Thanks Derpy," Mayday said, hugging the mare.

"Of course," Derpy stroked the mane of this young girl. "I hope my child grows up be a kind as you are."

"Everyone keeps saying that...am I really that special?" Mayday wasn't sure but she just rolled with it, at the very least, she felt closer to Franklin, and was genuinely interested in building this Friendship.

Unbeknownst to them, one filly had seen the whole thing, Franklin's powers, his explanation, she now has an idea of what he can do.

"I wonder if Discord knows about this..." a sinister smirk formed on the face of Cozy Glow, the filly hoping to use this to her advantage.

She flew off to make plans, having high hopes for what could be done with this information, but as she was flying near the edge of the park enroute to her dorm, she spotted a familiar pony.

That pony was Sandbar, the young stallion was laying back first on the grass looking up to the sky and observing all the passing clouds. This past week at the Friendship School was a bit unusual for him, seeing the main Professors not around to give their usual Lessons, for the most part their friends had stepped in, but not to the best results.

Trixie tried taking over for Magic, but her idea of the subject was a bit more showpony than the type of Twilight would probably teach. Lightning Dust tried teaching about Loyalty, but she came off as too much of a bragger for anypony to take the lesson seriously. Laura tried teaching Kindness, but her short temper was not helping much, and if anything she created too much tension in the class. Maud ended up filling in to teach laughter, surprisingly enough, she seemed to know it well, citing her love for comedy shows. Unfortunately she did not give off the same charisma as her sister. Big Macintosh took over for his sister, he seemed to do a better job thanks to his gift at speaking clearly, plus a few tips he got from Cheerilee also helped. Lastly Bobby had taken over for Rarity, putting his official hero duties aside for the moment. His teaching style left a lot to be desired however. Even Peter had come by to teach a few things, with help from guest Autumn Blaze, who herself found the school amazing, and would totally recommend it to the Kirin.

As he laid on the grass, he found himself joined by the very filly who spotted him, "Hey Cozy, good to see you here."

"You too Sandy," Cozy Glow said, lying beside him. "What a weird week at school."

"Yeah, sure was," Sandbar said. "Felt weird without all the Professors. I mean, Professor Sparkle already took some days off to be with her son, now all of them went on this epic Journey of sorts."

"I heard it had to do with the Pillars of Equestria," Cozy Glow said, now resting her upper body on Sandbar's chest. "Those old heroes of legend."

"Yeah, Ocellus was reading up on them the other day, apparently they were the original protectors, then they randomly disappeared for like hundreds of years," Sandbar said, stroking her mane.

"I hear they went against some pretty terrible evil," Cozy Glow said. "But with the help of their special artifacts, they always found a way to save the day."

"I hope the professors can bring them over, it'd be great to see up close," Sandbar said. "Imagine the cool tricks they can probably do."

"Oh I'm totally imagining what type of power they'd bring," Cozy said, sinister thoughts swirling in her head. "Think they were the Elements of their time? I mean the actual Elements of Harmony, not the Ponies who wield them."

"Your guess is as good as mine," Sandbar said.

"What type of Power do The Elements possess?" Cozy Glow asked. "Think anything like that exists on Earth?"

"Probably, I remember Kurt mentioning some stuff a few times, can't remember any of it though," Sandbar said. "Magic is rarer on Earth than in Equestria."

"But Earth has heroes like Doctor Strange, I bet he has some really nice things, oh I wish I could see them for myself, I bet it'd be super fun," Cozy Glow said.

"Well that's probably not likely, he really keeps to himself, according to Kurt and Jubilee at least," Sandbar said. "Though I kind of wish he would have taught us magic this week instead of Trixie."

"Trixie was fun, she's no Twilight but she certainly makes things entertaining," Cozy Glow said. "But Lighting Dust was not fun, she made a lot of the Pegusai do weird stunts, even me."

"Speaking of stunts, I wonder how Silverstream is doing?" Sandbar said. "Too bad she wasn't around much this week; guess she doesn't want to fall behind in her training."

"Rumble's her partner, think they're getting along?" Cozy Glow wondered.

"Probably not, Rumble's a bit thickheaded, I hope he's not going to sabotage Silverstream, being a Wonderbolt is her goal after all," Sandbar said.

"Well she's still not back, so it's safe to say she's lasted pretty well at The Academy," Cozy Glow said. "But how long is she supposed to be there?"

"I don't know, guess until Spitfire says so," Sandbar said. "To think though, if this goes well, Silverstream could be working for The Avengers, that would be pretty awesome."

"Would you work for them?" Cozy Glow asked.

"I don't have any interest in being a superhero, I can't handle that lifestyle," Sandbar said.

"What is your goal in life?" Cozy Glow asked, stroking Sandbar's mane. "What could a charming and handsome stallion like yourself desire to be?"

"I don't know, I never really thought much about it," Sandbar said. "I go wherever life takes me."

"You're so cool Sandy," Cozy Glow said, leaning in to kiss his muzzle. "I guess that's what I really like about you."

"You seem awfully flirty," Sandbar said.

"Oh am I? I don't mean to be," Cozy Glow said. "Maybe you're just falling in love with me."

"You're cute, but if anything you're more like a little sister," Sandbar said. "Just try not to make my actual sister jealous."

"You're so funny," Cozy Glow said. "Speaking of little siblings, you know what would be great? Spending time with younger ponies. Ponies like Mayday Parker-Sparkle."

"That would be nice, but she kind of doesn't like us," Sandbar said.

"Oh she just needs to get used to us, I say you, me and Celly take your sister and her two little sisters and bring them for a playdate with Mayday and her little friend Franklin," Cozy Glow said. "You can invite Yona, Gallus and Smolder if you want, and Silverstream, if she's not busy."

"You think that would work? I mean, Mayday is not that friendly," Sandbar said. "Which is weird, she seemed to like me at first."

"Well you were rivaled with Rumble, so she sided against you since she loves him more," Cozy Glow said. "But maybe you can get her to love you, she can learn to love us all. The key is Franklin Richards."

"Uh, how?" Sandbar asked.

"I just saw Mayday with Franklin, and I think she's warming up to him, if we get on his good side, that could help us get close to Mayday, and thus, close to Peter and Professor Sparkle," Cozy Glow said.

"I'm down for getting close to her, I mean I kind of admire Professor Sparkle," Sandbar said. "And I'd love to hang out with Peter more."

"Then let’s go for it, I think this could work out great for us!" Cozy Glow said.

"Yeah, totally," Sandbar said, this bringing a smile to Cozy Glow's face.

"Sure can't wait to know more about you, Frankie...."


Back at the Wonderbolt Academy, Rumble is practicing his drills, keeping himself in tip top shape. This week has been somewhat successful for him, given that he's impressed many of the Wonderbolt coaches, including Captain Spitfire.

Unfortunately the biggest obstacle for him right now was Silverstream, his success did depend on how well she did since she was his Wing Griff, if he couldn't be a good Lead Pony, it would look poorly in Spitfire's eyes.

Having to help someone he wasn't too fond of was a huge blow to his ego.

It was a practice run overseen by Johnny Storm, the hero closely observing the progress shown by Rumble. Given his skills, he had little to improve on, the most he had to do was maintain focus and not let himself get distracted, nor get carried away with his stunts.

After he finished, it was Silverstream's turn, and she herself made a few improvements, maintaining focus on her flight pattern.

She landed beside Rumble, taking a quick breath, "Seems like I've gotten better at this." She turned to Rumble, "Have I?"

"You did alright," Rumble said, not caring that much.

Silverstream huffed in annoyance, for a Lead Pony he wasn't that helpful, most of her flying tips had to come from other cadets or whichever Wonderbolt was observing that day.

"Great work you two," Johnny said, trotting over. "Rumble, your control has gotten better really fast, I wouldn't be surprised if Spitfire made you official within the next few days."

"All in a day's work," Rumble said.

"Silverstream, you've gotten faster, and your control has also improved, but you still need a bit more work yourself, make sure you stay on top of your drills and work in some extra practice time," Johnny said.

"You got it!" Silverstream said, getting pepped up.

"The one thing you two have to work on is synchronized flying, you have to understand one another, know what the other is feeling, that's key to teamwork," Johnny said.

"I can do it, it just depends on the partner," Rumble said.

"You've had Silverstream as your partner for a week though, and it barely improved, even Wind Sprint figured it out, and she's younger and more of a novice than you," Johnny said.

"Well then let me work with Wind Sprint, she's my friend after all, I work better with friends," Rumble said.

"Not my call dude, Spitfire is the one who decides, and she wants you to work with Silverstream for now," Johnny said. "The only way she'd break up a team is if one of them was being reckless. Granted I don't always know what Spitfire considers reckless, according to Rainbow Dash she let Lightning Dust get away with a lot, I guess it depends on her mood for that day."

"Her mood for the day? What does that mean?" Silverstream asked.

"It's complicated, even I can't figure it out, just know that Spitfire can make your life here complete hell if you're not careful," Johnny said.

"Got that right," came the voice of Fleetfoot. "I'll take over Torch, Spitfire wants you to work with The Barrel Twins. Also, Rainbow Dash is back, and she's been looking around for you."

"Oh yeah, she said it might be today, good to see my wife again, hope she found out something cool on her trip," Johnny said.

"You can catch up with your wife but make sure you get the Barrel Twins prepped up too," Fleetfoot said.

"Lucky them, they're close to getting on the field," Rumble said. "Speaking of which, hey Johnny, how long before you're back on there?"

"When Spitfire gets over her little fit about Manehattan," Johnny said. "At least I've gotten closer to the action than she has."

"Don’t say stuff like that, Matchstick!" Fleetfoot scolded.

"Shove it, Flatfoot!" Johnny mock scolded back.

"Oh, I wonder what my Wonderbolt nickname could be?" Silverstream wondered.

"I have a few good ones for you," Rumble said with a hint of sass in his voice, then got the attention of the two bickering Wonderbolts. "Hey, so what should I be doing now?"

"You and Silverstream are going through an obstacle course, together," Fleetfoot said. "Make sure you polish your teamwork, if one of you fails, you both fail."

"Ugh...why does my future need to be in the hooves of someone else?" Rumble lamented.

"That's life kid, being a Wonderbolt is about teamwork, respect for your fellow Bolt," Fleetfoot said, glaring back at Johnny. "And respecting those in charge."

"Maybe if those in charge were a little more competent," Johnny said, taking off. "Rumble, Silverstream, good luck and be careful."

Johnny flew off, leaving Fleetfoot a bit ticked off, "The nerve of that guy, thinks that just because he's in some superhero group makes him better than the rest of us."

"Well to be fair ma'am, the Fantastic Four are a very respectable and formidable team that are capable of stopping even the dastardly of villains, even aliens to their world," Rumble said. "Why Johnny's told me personally about a planet eater that-"

"You know, you're talking a lot but I don't quite remember asking you to," Fleetfoot said, gesturing away. "To the obstacle course, on the double!"

Rumble groaned in annoyance, "Yes ma'am." The boy flew off with Silverstream right behind him.

"Hey Rumble, if you want, you could tell me that story," Silverstream said.

"Don't patronize me, just follow my lead and don't mess up, the sooner we're both Wonderbolts the sooner we can do our own thing," Rumble said.

Silverstream seemed a bit disheartened, despite being Rumble's Wing Griff for a week, the two had barely bonded. Of course she knows Rumble doesn't care for her or her friends, and she shouldn't be surprised, but part of her hoped to make friends with Rumble and put an end to this petty grudge he had, maybe even figure out why he's acting this way. Rumble was pretty friendly when she first met him, she couldn't figure out where all that went, but she was determined to figure it out.


At the Parker-Sparkle residence, Trixie was seen feeding Benjy his bottle while Scott sat nearby, reading one of Twilight's Friendship textbooks.

"It still amazes me that Twilight literally turned Friendship into a type of school, like instead of math quizzes, do you just have friendship quizzes?" Scott asked. "Like is one of the questions, 'What's an ideal place to hang out on a Saturday night'?"

"It's a bit more complicated than that," Trixie said. "First, they do teach typical school subjects at Twilight's school."

"Right, so 2 + 2 equals two more friends to goof around with," Scott joked.

"Are you against the idea of Twilight having a school like that?" Trixie asked.

"No, it's a nice concept, just a bit unusual," Scott said. "But maybe it's something us humans can use too, a good chance to learn about unity, to be as solid as an Ant Colony."

"Again with the Ant jokes, do you really fancy yourself an ant?" Trixie asked.

"Well, some of my friends are ants, like you, Aunt Trixie," Scott joked.

"Oh ha-ha," Trixie said.

"Gotta say, you look really natural feeding that baby his bottle, you would make a great mother," Scott said.

"Well to do that, I need to find a husband, but I'm not in the market for one," Trixie said.

"Not confident in your looks?" Scott asked.

Trixie scoffed it off, "Blasphemy! I find myself getting many potential suitors at my doorstep. I'm just not interested in mating."

"You say that but the moment you fall for someone, things will change," Scott said. "I know that feeling all too well."

"Do you consider that a fond memory?" Trixie asked. "I mean, you are currently divorced, I can only imagine that heart break."

"It sucks but I don't think I would have changed anything," Scott said. "At the very least I'm friends with my ex-wife, and we had a beautiful daughter together. I see it as the glass half-full."

"Lucky you, sure wish my parents felt that way, not that they didn't love me but they sure didn't love each other," Trixie said.

"Is that why you're afraid to get into a relationship?" Scott asked. "Tell me, have you even seen your parents lately?"

"No, I haven't seen them in years, probably never will," Trixie said.

"Well if you can, you should probably see them when you're able to, you might need to work out some issues," Scott said.

"What are you, a therapist?" Trixie asked.

"No, just a friend," Scott said.

"Well, that's kind of you," Trixie said. "Of course, this hospitable personality is very fitting of a superhero."

"Huh, guess you're right," Scott said. "At least I get to feel like a superhero again, haven't felt that in a while."

"You could if you signed on with Tony Stark's Accords," Trixie said. "Seems like you've been putting that off, is there a reason?"

"What's the point in considering, not like Tony cares, he barely reaches out to me about it," Scott said. "I get him not wanting to approach the X-Men given how much the rules of The Accords are just an enhanced version of the Mutant Registration Act, something that's kind of a bad memory for them."

"I do recall hearing Logan mentioning it once, even Bobby and Remy occasionally," Trixie said.

"It was a pain for them, they had my sympathy," Scott said. "Despite that, Tony opted to reach out to so many other heroes on Earth, but barely contacted me, I think the only time he asked is when I was in Canterlot during the Storm King's Invasion, but even then it seemed like I was an afterthought like, 'By the way Scott, want to be on the Accords?'. The last few years he's kind of seen me as just that, an afterthought, a lot of the heroes have. I get it, I have the suit, but I'm not the Ant Man they want, they prefer Hank Pym, who’s actively part of the Accords. I'm surprised they didn't make me give up my suit just so he can be Ant Man again."

"Would it bother you if he became Ant Man again?" Trixie asked. "Or would you be fine with that?"

"Well, if he wants to be Ant Man, he can be, he probably doesn't even need my suit back, he could make another one," Scott explained. "I just want them to be honest with me, during the big Capcom Invasion in New York years back, I barely did much. Granted I got captured and mind controlled by Doctor Doom but after that, nothing. They didn't even invite me over for that Marvel vs Capcom Tournament, I didn't get to come to Equestria until Spike was marrying Janet, and I nearly got attacked that day because Spike thought I was Hank."

"Yes, it was an awkward encounter," Trixie recalled.

"It's all good, I mean he apologized, and I don't hold a grudge," Scott said. "What bums me out is that it seemed like I was so unneeded, despite everything I know I can attribute. It's not just Tony either, I feel like even Twilight forgets what I can do. Whenever there's trouble in town, it seems like I'm not even the first on anyone's mind to help, I have to step up on my own."

"Is this about glory for you Scott?" Trixie asked.

"No, I mean not totally, I just want to feel useful at something, like I have my place in the world," Scott said. "I mean, you know my past. I’ve been arrested, then my daughter got sick, and I stole the Ant Man suit in a desperate attempt to keep her alive. For that brief time, I felt useful because I was doing something, I earned the Ant Man title, even though I was a thief. Of course, I'm not the first thief turned hero but that's beside the point."

"Seems like your point is that you thought you have proven your self-worth to the Avengers enough for them to actively want you in The Accords, but you haven't received that confirmation because no one has approached you about it," Trixie said. "But I do recall you saying that you don't trust Tony Stark that much, so why would it even matter?"

"It's the principle," Scott said. "I'm an Avenger just like him after all."

"I suppose I get that, but if this really means a lot to you, then maybe you should go to Canterlot and let Tony Stark know," Trixie said. "Just showing the motivation might be enough to make him want to consider you."

"Eh, I'll think about it," Scott said.

Trixie began patting Benjy on the back after he finished with his bottle, relieving the baby of pent-up pressure in his chest. "You know, maybe having a baby of my own would be very nice."

"It truly is," Scott said.

Peter had gotten home, getting the attention of the two.

"Peter, you're back, how are things in Canterlot?" Trixie asked.

"Well I'm barely close to figuring anything out, way too much on my plate," Peter said. "I'm trying to help Felicia out of the dungeon, but I need help from Matt. But he's busy trying to talk Spitfire into letting Johnny and Rainbow Dash patrol again, but she's not budging, plus he's still reading up on Equestrian Law, while dealing with other stuff that's going on in the city, Martin Li is still out of reach, it's ridiculous!"

"Wait who's Matt again?" Trixie asked.

"My Lawyer," Peter said.

"Isn't She-Hulk a Lawyer too?" Scott asked.

"She's trying to get accustomed to Griffonstone, and is reading up on the laws there," Peter said. "I'm thinking of just spending a few days in Manehattan and hoping to help the heroes there find Martin."

"Are you comfortable with that idea? You do seem to dislike the idea of being too far away from your family, especially Mayday," Trixie said.

"I get worried when I'm not around my wife or kids, this past week has been torture, I really miss Twilight," Peter said. "I guess you're right about me going to Manehattan, but it is my duty to protect the public, and the heroes there could really use my help. If I can find Martin that would keep the city safer."

"Why don't you bring your family to Manehattan then?" Scott asked. "It won't be permanent, just a few days, almost like a vacation, except you're trying to find a villain."

"I'd be good with that idea Peter, I'd love a chance to be in the city," Trixie said. "Maybe I'll be able to enjoy it better than I did last time."

"I'll run it by Twilight, but the real problem is how Mayday handles it," Peter said.

"She won't mind, she might like the change in venue," Trixie said. "Of course, that might mean less time to spend with Franklin Richards."

"Yeah, she's been making a good effort lately, but it does come off as a bit awkward," Peter said.

"Baby steps, she's getting there," Scott said. "At the very least, if she makes just one good friend, well that might be all she needs. Quality over Quantity."

"Well at least it's with Franklin," Peter said. "So, are he and Mayday out again?"

"They went on a picnic with Derpy and Susan, somewhere on the hilltop at the park," Trixie said.

"Well I'm glad Susan is liking Equestria, wish I could get Reed's opinion, but he spends a lot of time with Doctor Hooves at the lab," Peter said.

"Hey maybe if those two like Equestria enough, they might move here," Scott said. "Have three-fourths of the Fantastic Four in Equestria, that'd be neat."

"What about the fourth one?" Trixie asked. "The one called, 'The Thing'."

"Don't know, barely see the guy," Scott said.

"Tony was talking about him recently, he asked if he'd be willing to join The Accords, Ben turned it down though, offering to stay on Earth and protect that world," Peter said. "That and he recently got married to Alicia Masters, so he's been spending time with her lately, he may come by for a visit soon at least."

"That would certainly make Maud Pie happy," Trixie said.

Not too long later, the door had opened, and a familiar voice called, "Peter? Trixie!? Mayday!"

"Twilight!?" in the blink of an eye, Peter had appeared before his wife, startling her.

"Peter, please be mindful of you spe-" Twilight's lecture was cut short when Peter locked her into a kiss.

"Sorry," Peter said as he stepped back. "I just really missed you, I tried calling you this morning and you didn't answer, I got a little worried."

"I'm really sorry, I was on the verge of a major breakthrough and, well, I achieved it," Twilight said.

"You did? What was it?" Peter asked.

"Peter, there's a group of ponies I'd like you to meet," Twilight said as she turned around. "Come on in."

As Twilight walked inside, she was followed by six other ponies, a Pegasus stallion in old knight armor, an Earth Pony mare with her hair braided upward, a Pegasus mare with a spikey tiara, an older unicorn with a green flowing mane, a big muscular Earth Pony stallion sporting a beard and a bearded unicorn stallion.

"What in the world?" Peter said. "Uh, who are all these ponies?"

"Peter, I'd like to introduce you to the Pillars of Equestria," Twilight began introducing them in the order they came in. "Flash Magnus, Mage Meadowbrook, Somnambula, Mistmane, Rockhoof and Starswirl the Bearded." Twilight then turned to the six ponies, "Everypony, this is my husband, Peter Parker."

"Oh so this is your husband?" Somnambula asked, getting a look at Peter. "He's a fine young stallion, you are quite lucky Princess Twilight."

"You don't need to address me as Princess, but thank you, I do feel lucky to have found a great stallion like Peter," Twilight said.

"We hear you are a strong warrior Peter Parker," Flash Magnus said.

"Uh, sort of, I do my best to keep Equestria safe," Peter said.

"He is pretty amazing," Trixie said, getting their attention. "He's gone against very powerful villains, ones who could destroy reality."

"If he is this strong, perhaps he can help us with our little problem," Meadowbrook said.

"What problem?" Peter asked.

"Oh, we may have run into a bit trouble when freeing the Pillars," Twilight sheepishly stated.

"This is not a minor problem, it is a grand problem with dire consequences," Starswirl said. "For the Pony of Shadows, has returned!"

"The Pony of Shadows!?" Peter shouted in surprise. "Oh no, that's terrible! This is really bad!"

"It is indeed," Starswirl said.

"Who is that though?" Peter asked, getting a deadpanned glare from Starswirl, the other Pillars looking away awkwardly.

"I'd love to explain more but time is not something we have, we must embark to Canterlot," Starswirl said. "I believe my young portages Celestia and Luna are of power, correct?"

Peter raised his eyebrow in surprise, "Young? Dude how old are you exactly?"

"Peter!" Twilight scolded.

"I'm with Peter, how old is that guy?" Scott asked.

Starswirl gestured to Trixie and Scott, "Who are they?"

"That's Trixie Lulamoon, our roommate and best friend," Twilight said. "And that's Scott Lang, he's a superhero like my husband."

"Ah so they live here with you?" Somnambula asked.

"Trixie does, Scott does not," Twilight said. "But we do have plenty of other roommates."

"Hey Twilight, what's the commotion?" asked Janet as she came downstairs with Spike.

"Oh here's one now, that's Janet Van Dyne, my sister-in-law," Twilight said. "And that little dragon-"

"Dragon?” Starswirl said. "You're allowing a Dragon to live with you? That's quite uncommon."

"Who's he?" Spike asked. "Why does he look like Starswirl the Bearded?"

"That is Starswirl," Twilight explained. "It's a really long story."

Janet stepped over to the group of legends, "Well like Twilight said, I'm Janet, I'm Spike's wife."

"Spike is the Dragon, correct?" Starswirl asked.

"Yes," Janet confirmed as her husband stood by her side. "He's amazing, just what a girl needs."

"You married a dragon?" Flash Magnus asked.

"Is that a problem?" Janet asked, glaring at Flash, somewhat intimidating the old Pegasus knight.

"Uh...no, not really," Flash said.

"Personally, I do find it unusual," Starswirl said.

"Warning, I personally don't care just how great and powerful you are," Janet began.

"Great and Powerful is my thing actually," Trixie pointed out, getting a slight pitiful glare from Scott and Janet, the latter resuming her point to Starswirl.

"Let me get something straight, I couldn’t care less if Spike was a pony, dragon or human, he's good to me and I love him very much, so suck on it," Janet said.

"He does look like a young dragon, not as dangerous," Flash said. "Though, a bit too young looking, how old is he?"

"If we're going by pony terms, I'm in my early 20s," Spike explained. "Unfortunately, dragons like me don't grow up as fast as ponies, plus being around ponies did affect my development a bit, I mean it took a while for me to even get my wings."

"That was an awkward episode," Janet said. "Point is he's older than he looks, so he's fair game for a girl like me."

"He's a good catch for an old lady like Janet," Peter joked, then took a blaster zap to the face.

"I am not that much older than Spike!" Janet shouted.

"Isn't there a ten-year age gap between you two?" Scott asked, infuriating Janet.

"How about you shut your mouth," Janet warned. "At least it's not as bad as Logan and Fluttershy."

"Excuse me, but there is something I'd like to address," Starswirl said. "Earlier you used the term 'human', do you mean to tell me that ponies know of humans?"

"Uh, yeah, I'm actually a human myself," Janet said.

"So am I," Peter added.

"Same," Scott confirmed.

"Wait! Three humans live here!?" Starswirl asked.

"More than three, years ago many humans came to this world, some even offered to protect it," Twilight said. "Wait, you know about humans as well?"

"Yes, I once banished three sirens to a human realm, but how could this be possible? Humans never should have been able to find this world," Starswirl said.

"Well, that part was mostly me, I actually summoned Peter here and soon he brought his friends," Twilight said.

"You brought humans to our world!?" Starswirl shouted. "How could you be so foolish!? Do you have any idea what you could have done!?"

"Huh?" Twilight asked, shrinking down.

"To bring humans into this world is to bring disharmony! You have tainted our world with human presence!" Starswirl said.

"Not this shit again," Janet lamented.

"Hey pal!" Peter shouted, stepping between Starswirl and Twilight. "If I were you, I'd watch how you address my wife! I am not afraid to throw down with you!"

"This only proves my point," Starswirl said.

"Excuse me, Starswirl, perhaps you are being too judgmental," Mistmane said. "It has been a millennia since we've heard of humans, perhaps they have evolved into a better society than what we've last known them to be."

"That might also include the Dragons," Rockhoof theorized. "One of them is here among the ponies, maybe there are more."

"There's only one other, she attends Twilight's School of Friendship," Janet said.

"A School of Friendship?" Flash asked.

"Twilight opened a school to teach ponies about Friendship and Harmony, and even invited creatures from outside of Equestria," Spike said. "We've reached out to Dragons, Griffons, Yaks, Hippogriffs and Changelings, and they've each gotten a student in the school."

"You have appeased to Changelings too?" Meadowbrook asked. "That's quite impressive, how did you manage that?"

"Thank Peter, he offered them Friendship, unfortunately only half of them took it," Janet said. "That half lives harmoniously as our allies."

"I see, so this human achieved what ponies could not, how very ironic indeed," Starswirl said. "Perhaps you have evolved as a species."

"Don't get me wrong, there's plenty of bad humans, that's why I'm here, to protect Equestria from threats like that, outside this world or within it," Peter explained.

"Peter even made friends with a Kirin recently," Trixie explained. "She comes here on a regular basis."

"Wish I could introduce you, but she has some things to attend to at home," Peter said. "Her name is Autumn Blaze, and she's really nice, she's one of the only creatures in this world to constantly laugh at my jokes, even the bad ones."

"Hm, well I commend you on that," Starswirl said. "I apologize if I came off as uncouth, I've encountered a lot of trouble in my past and my main hope is to keep Equestria safe, it has always been my duty."

"Amazing that he used Friendship to appease to others, just like you did with Scorpan," Somnambula said.

"Scorpan?" Peter asked.

"A creature from the Netherlands," Starswirl explained. "He and his brother Tirek came to Equestria with the intent of invading, but Scorpan and I found common ground. The same could not be said for Tirek, he had attempted to overthrow Equestria and was locked away in Tartarus as a result."

"Maybe he'll come around one day," Peter said.

"Unlikely, once a villain, always a villain," Starswirl said. "They seldom change their ways."

"Uh...bit harsh, I know a few who's turned their life around," Peter said.

"If they claim to have done so, I suggest you keep an eye on them," Starswirl warned. "Creatures like The Changelings at least have the excuse of needing to feed, but others who choose that path despite their chances, I have no sympathy for."

Scott seemed displeased by that statement, he wonders how Starswirl would react to his own troubled past, not that he cares what that old Unicorn thinks. Even Trixie felt awkward, not just for herself, but she worried what would happen if her other friend Starlight had come across Starswirl, hoping he would never find out about her attempt to steal Cutie Marks.

"Enough dilly-dallying, we must be on our way to Canterlot," Starswirl said.

"I'll contact Tony and Steve, let them know we're on our way," Peter said. "Maybe Spitfire too."

"Bring your friends as well, Twilight Sparkle," Starswirl ordered.

"Uh, sure," Twilight said, using her magic to teleport away, getting them ready for an audience with Celestia.


In Tartarus, Discord was mapping out his plans once again with Goblin, Otto, Chrysalis and Tirek, labeling the next few steps.

"Getting to The Crystal Heart is going to be too difficult at the moment, especially with Captain Marvel around," Discord said. "It's fine, we'll have our chance soon."

"What about Queen Novo's pearl?" Tirek asked.

"Cozy Glow is getting close to one of the Hippogirffs, or at least trying to," Discord said. "I asked her to play nice and hoped that she could earn her trust enough to sneak over, but she keeps screwing up."

"A task like that may be too much for a child like her anyway," Tirek said.

"I agree, if you insisted on having a girl as young as her in this plot, at least have her give us an opening, rather than putting her in potential danger," Otto said.

"Of course," Discord said. "Now, according to Cozy Glow, Twilight Sparkle and her friends have been on a mission to learn more about the disappearance of Starswirl the Bearded, that is a mystery even to me. Personally I am rather excited to see what could have caused the disappearance of such a powerful wizard."

"We could use such a thing to our advantage if we had the chance to," Chrysalis said.

"Precisely, it could keep Celestia and Luna out of the way," Discord said.

"What about attack formation?" Otto asked. "How do we weaken their society?"

"First, I wish to see more development of Tony Stark's Accords, and seeing where he plants each hero, once we know that, we send in the best teams to bring down the heroes and the cities, weakening them bit by bit, not in one fell swoop, but one foundation at a time," Discord said.

"Do we have enough for our plan?" Chrysalis asked.

"You tell me, I suggested a few allies, but everyone else is like 'You can't trust him, he's dangerous'," Discord mocked.

"Well tell me Discord, if you were to bring someone like Dormammu here, would you be able to control him?" Otto asked. "Unfortunately, not all of us 'villains' know how to play well with others. It’s a miracle you have Osborn with us."

"I am more than capable of working with others, if it's to my own benefit," Goblin said.

"There are villains currently incarcerated in Canterlot I believe, perhaps we can free them for our invasion," Chrysalis said.

"Getting into Canterlot would be tricky," Tirek said.

"Oh I think you can pull it off, just wait for a party or something, that'll keep ponies distracted," Discord said.

"What about this bell you mentioned?" Otto asked.

"Oh yes, Grogar's Bell, that can come in handy, I can locate it but the Journey there may be a bit perilous," Discord said. "I can't guarantee success for any of you, plus there is danger in that mountain."

"Pfft, I doubt anything there is more dangerous than me," Chrysalis said.

"Or me," Goblin boasted.

"You seem confident, alright, I'll set up a fun little road trip for all of you," Discord said. "Chrysalis, maybe you can lead a team into the mountains."

"Hey why is she leader?" Goblin asked.

"When it comes to navigating Equestria, it's best left to those familiar with it," Discord said.

"That's bogus, I shouldn't have to follow someone else's orders!" Goblin said.

"You don't have to come, why I'll just stick with The Dazzlings, Herman, Quentin and Maxwell," Chrysalis said. "And perhaps little Cozy Glow too."

"Cozy Glow? Pulling her from Ponyville is risky, ponies are bound to notice her absence," Discord said.

"She can come up with something to excuse her absence," Chrysalis said. "She needs a little bonding time with us anyway."

"It sounds dangerous," Otto said.

"Oh don't be so soft," Chrysalis said. "It's a learning experience, and I'll have everything under control."

"If you insist," Discord said. "Speaking of bonding, I should check on Goku Black soon, see if we can build some more trust with him."

"Well the fact that he hasn't obliterated the six you sent to recruit him is something of a good sign at least," Tirek said. "But if he becomes too much trouble, I think we can at least make good use of his power, or rather, I can."

"Or me..." Otto said.

"I am not worried about him either, one snap and I can do away with him," Discord said, floating up and away. "I shall return."

"One snap he says," Chrysalis said.

"Discord is very powerful, I wouldn't be surprised if he could do away with him easily, with any of us," Tirek said.

"Can we trust him?" Chrysalis asked.

"About as well as we can trust you," Tirek said. "Any of you for that matter."

"My trust factor is wavering, but I wouldn't be here if I thought it would be consequential to me," Otto said.

"Same, for now we'll continue to go along with this, all this planning, I want to see how everything plays out," Goblin said. "After we destroy our enemies, we'll decide what future we truly want."

With Discord, as he prepared to enter the Dragon World, he felt a strange disturbance, "Huh...that's strange, it feels like...Oh, I hope it's nothing, but I shouldn't leave things to chance."

Discord summoned a crystal ball to peak into, trying to locate the source of his concerns, and when he did, the Draconequess almost broke a sweat. "The spell that bounded Starswirl and his Pillars is broken, that might be a bit troubling."

"Starswirl!?" Came Adagio's voice, the mare walking over with her Dazzlings along with Shocker, Electro and Mysterio. "Don't tell me that old fool is back!"

"It looks like it, color me surprised," Discord said.

Adagio gritted her teeth in frustration, just the thought of Starswirl sent her into a fury before her face slowly contorted into a sinister grin, "I'll finally have my chance at revenge, I'll make him regret the day he crossed us!"

"Easy Adagio, don't get too carried away," Sonata said.

"Discord, send me to Starswirl!" Adagio ordered.

"Uh...I'd rather not," Discord said.

"What do you mean you'd rather not!?" Adagio shouted, her voice being heard all through Tartarus, bothering any villain who was in ear shot.

"We have to stick to the plan," Discord said.

"The plan!? Isn't our army big enough already!? You said you can't get any more allies on our side so why not just start the damn invasion now!?" Adagio asked.

"First off, we're still waiting to hear confirmation from Goku Black," Discord said. "Second, there are still plenty of factors to consider, now that Starswirl is here, we need to be more careful than before."

"Oh so now you want to use caution," Shocker said. "Just last month you were all for Dormammu and Doctor Doom showing up, even though they're difficult to work with."

"We're getting tired of waiting Discord, do you even have a plan or are you just winging it and using this so-called deadline of ours to stall for you?" Electro asked.

"Hey you're the ones who want revenge on Spider-Man, I am merely giving you the resources to achieve that revenge and fully take over Equestria," Discord said. "You want to be a God to those ponies, don't you?"

"Of course I do, I want them to know just what I'm capable of," Electro said.

"And you Mysterio, you know as well as I do that some performances are worth the wait," Discord said.

"Of course, we want this to go down without a flaw," Mysterio said.

"So let's try to exercise a little patience, I would still like to get Grogar's Bell, Queen Novo's Pearl, The Alicorn Amulet and The Crystal Heart," Discord said. "Those items should help give us the advantage."

"Do we need an advantage? I'd say we're plenty strong without them," Electro said.

"You've waited nine years, what's one more?" Discord asked.

Adagio groaned in annoyance, she was losing her patience, she wanted things done now, she wanted to destroy Equestria and rule over the remains as she rebuilt in her vision, "Make this wait worth it!"

"I will, now if you don't mind, I still have to greet our Dragon World ally," Discord said, grabbing his Crystal Ball. "I'll keep this with me, with any luck I may also get into contact with our Capcom friends, as well as Loki."

"Isn't Loki in the middle of that Ragnarök thing or something?" Electro asked.

"Yes, it is not impossible that some of his allies with perish unfortunately, we just have to hope he survives with as many as he can," Discord said. "Well, fare thee well."

With a snap, Discord had left, leaving the six to themselves.

"Discord really likes planning things, really goes against his chaotic nature," Sonata said.

"Honestly sometimes it feels like his plans have holes," Aria said.

"He is quite the improv specialist, seems he just goes with the flow rather than in a proper order," Mysterio said.

"This wait has been frustrating, but I will make it work, now I have something more to work for, the destruction of Starswirl the Bearded and his Pillars!" Adagio said. "I will have my own brand of revenge, and then Equestria will be ours for the taking!"

"I hate to ask, but do we have enough fire power?" Shocker asked. "What if we're out of our league?"

"We have plenty to work with, a good strategist knows how to play the rules to his or her advantage," Adagio said.

"Even the best actors can't save a poorly written script Adagio," Mysterio said. "I fear Discord could be sending us to our doom if we're not careful."

"For once Mysterio is actually making sense," Aria said, much to his annoyance. "Can we trust Discord? I mean he was buddies with Spider-Mane, and I think he's close to the Princesses. What if he's playing us? What if he just wants revenge on the Green Goblin and we got stuck along for the ride?"

"That is a good point, why is he gathering us all up like this? What does he have to gain from helping us?" Electro asked.

"I can't say, I don't really trust him either," Adagio said. "Which is why we need to maintain a strong unity. I know I can trust Aria and Sonata, I'm personally working on trusting you three."

"We can trust Herman, he's my best friend," Sonata said.

"Please stop calling me that, we're not friends!" Shocker said.

"If we're not, then how come you're always looking out for me?" Sonata teased. "Face it, you like me. I'm like your fun, perky little sister.”

"You're so full of it," Shocker said.

"Well if Sonata likes Shocker, and he seems alright with the other two, then I think that can solidify us," Aria said. "I mean, the six of us were the ones who met with Goku Black, and we got out of that alright, not once did they bail on us."

"We'll just have to build this trust up a bit more, but you three are on the right track," Adagio said.

"Just so you know, this works both ways," Electro said. "Make us trust you as well."

"Done deal," Adagio said. "Now come on, we have some of our own planning to attend to."


An hour later in Canterlot, Twilight, The Elements, their husbands, Spike, Janet and The Pillars of Equestria were all gathered before Celestia, Luna, Spitfire, Steve and Tony.

"I can hardly believe my own eyes," Celestia said, gazing upon her old teacher. "Starswirl, sir, can that really be you?"

"Celestia, it's been so long," Starswirl said. "Even before I sealed myself away, I had not had many opportunities to see you. I've been just so busy."

"It's perfectly understandable, you were protecting Equestria, like you always do," Celestia said.

"Amazing how long it's been since you were last in Equestria," Luna said. "To think you were sealed away for a millennia."

"It was the only way to stop The Pony of Shadows," Starswirl said, then took note of the other three present. "And who do we have here?"

"Hi, my name is Spitfire, I am the Captain of The Wonderbolts," Spitfire introduced.

"The Wonderbolts serve a similar purpose Flash Magnus once did," Twilight said. "They were founded by a mare who was known as General Firefly."

"Named my daughter after her," Rainbow Dash said.

"Ah, so you are maintaining the legacy left behind by my comrades?" Flash asked. "I praise you Captain Spitfire."

"Heh, thanks," Spitfire said, sheepishly rubbing her head. "Rainbow Dash here is one of my best flyers, so is her Husband Johnny Storm."

"Sure are, two of the fastest rising stars," Rainbow Dash boasted.

"They just need to work on following directions better," Spitfire added, annoying the two.

"Uh, I follow directions just fine, ma'am," Johnny said.

"Well, I'd love to know more about these Wonderbolts soon," Flash Magnus said. "Might I be able to pay visit to your base of operations?"

"You mean HQ? That'd be great, if you want, I can let you train some recruits, a stallion of your experience would help greatly," Spitfire said. "There are a few newcomers that have really surprised me, and one of them is a Hippogriff."

"Yes, the first Hippogriff in The Wonderbolts," Twilight said. "One day there might be a Griffon."

"Or a dragon," Rainbow Dash said.

"Maybe even a Unicorn, I mean Starlight can fly using her levitation spell," Peter said.

"Starlight, such a pretty name, who is that?" Somnambula asked.

"A friend of mine, she's currently managing my School of Friendship, I'll introduce you later," Twilight said. "She's very intelligent, she was the one who deciphered Starswirl's old notes."

"Somepony could actually read that horn writing?" Flash joked.

"Oh don't be so juvenile Flash Magus," Starswirl said, then focused on the latter two. "And what of the others in our presence?"

"Name's Tony Stark, back in my world, I was called Iron Man," Tony said. "Here, I'm Iron Stallion, I'm a billionaire, playboy, philanthropist who owns his own successful business, has invented countless useful tech and is co-founder of The Avengers."

"Hm, well, I have very little idea what any of that means, but you seem like a big deal," Starswirl said.

"He is, he's been hard at work protecting Equestria from danger," Luna said.

"It's known as the Earth/Equestrian Allegiance Accords," Tony said. "Or The Accords for short."

"The Accords? Such an odd name," Flash Magnus said.

"Well what matters is if it works, not how it sounds," Tony said.

"I shall pick your brain on that soon," Starswirl said. "Now, as for the final gentlecolt here."

"My name is Steve Rogers, back home I was Captain America," Steve explained. "Here, I am Captain Equestria, my duty is to protect all life, be it my world, this world or any world that needs justice."

"That's a nice shield," Flash Magnus said. "I've made good use of shields myself."

"He used one to stop a dragon! So cool!" Rainbow Dash said.

"Yes, I am familiar with your story Flash Magnus, I am familiar with all of you, these nice mares kept your legacies alive," Steve said.

"We are ever so grateful for that," Meadowbrook said. "It's still a surprise for us to be here, so much has changed."

"I know how you feel, back in my world I was frozen in a block of ice for 70 years, it can be jarring to wake up in such an advanced society," Steve explained. "If you need any advice or tips on how to cope with that, you may come to me, and I'll do my best to be of service."

"Tony Stark and Steve Rogers are founding members of The Avengers, a group of superheroes dedicated to protecting the people of Earth," Celestia explained.

"And now they protect Equestria as well," Spitfire said. "With help from The Wonderbolts."

"And you do so with these Accords, correct?" Starswirl asked. "What are they exactly."

"A list of rules I enforce to make sure ponies stay safe with little collateral damage," Tony said.

"We have run into a string of invasions and attacks, some outside of question, some within," Celestia explained.

"The Accords were Tony Stark's idea, he assigns various heroes across Equestria, like some of the heroes present here," Luna said.

"Yeah, I'm one of them," Peter explained. "And I don't think you were properly introduced to my friends here, so I'll introduce myself again and let them take over. I am Peter Parker, Spider-Mane, I mainly protect Ponyville but I can travel."

"Bobby Drake, Icemane, founding member of the X-Men," Bobby introduced. "I protect Ponyville."

"Janet Van Dyne, Waspie, member of The Avengers," Janet introduced. "I usually protect The Dragon Lands, but otherwise I keep an eye out for Ponyville."

"Johnny Storm, The Equine Torch, founding member of The Fantastic Four," Johnny introduced. "I team with The Wonderbolts and go where assigned."

"Wade Wilson, Deadpool, former member of the X-Force," Deadpool introduced. "I protect Ponyville."

"Hm, a lot of you are assigned to one place," Starswirl said.

"This is just the start," Tony said. "We have three heroes patrolling Canterlot right now, I can call them over to introduce themselves."

"No need, we're already here," Natasha said, walking in with Clint and Vision. "Steve contacted us moments ago."

"Starswirl, Pillars, meet Natasha Romanoff, codename Black Widow," Steve introduced. "The stallion beside her is Clint Barton, codename Hawkeye."

"I'm an archer," Clint said, bringing out his bow and arrow. "And I don't miss."

"That one's confident," Somnambula said.

"I am known as Vision," the robotic pony introduced.

"That's an unusual creature," Rockhoof said. "Such strange armor."

"That's no armor, that's a robot," Bobby said.

"Robot?" Rockhoof asked.

"Right, guess they don't have robots in the past," Bobby said.

"We don't have robots now, this is Equestria, not Earth," Twilight reminded.

"I don't know, I have heard tale of metallic beings," Starswirl said. "Of course it might be nothing."

"We have heroes in other cities as well, such as Manehattan," Tony said.

"Manehattan?" Flash asked.

"Oh gee, guess there's a lot of places you have not heard of yet," Tony said.

"We'll get them acquainted," Spitfire reassured.

"So, each of these heroes follow The Accords?" Starswirl asked.

"Exactly, every Earthling here, along with Rainbow Dash are assigned to The Accords," Tony said. "Well, every Earthling except two."

"Like that fellow?" Starswirl asked, gesturing to Wolverine.

"Name's Logan, ponies call me Timber-Wolverine, I'm a member of the X-Men," Logan introduced. "But I ain't about to follow some rules made up by Tony Stark, I do my own thing."

"You can do anything you want, as long as it's not in violation of The Accords," Tony said.

"Yer more likely to violate them than me, bub," Logan said. "I still don't trust the damn Accords, it's a waste of time."

Starswirl gestured to Remy, "So I take it that you also did not register for these Accords."

"Not a chance mon ami," Remy said. "Should introduce myself properly though, Remy Lebbau, folks call me Gambit, I'm a member of the X-Men. Like Logan, I don't trust them Accords, gives bad memories of Earth for mutants like me."

"You talking about the Mutant Registration Act?" Bobby asked. "Dude, this isn't the same, it's a chance to be heroes. You can do what you always do, just under a set of rules."

"That ain't for me, if I can't do hero work, well that's this country's loss, I'm just fine working on my wife's farm," Remy said.

Flash turned his attention to Meadowbrook, "Something about that pony seems suspicious, especially the eyes."

"Maybe, but he has such a soothing accent, reminds me of home," Meadowbrook said.

"Logan and Remy are a bit stubborn, but I believe in time they will come to their senses and join up with us," Tony said.

"Keep dreaming Stark," Logan said. "I ain't about to join yer Accords, neither is Laura for that matter. And don't even think about looking for Jimmy or Gabby, keep them out of this."

"Can I find one of your other clones then?" Stark asked.

"Tony, save it," Steve said.

"If I may ask, what do these Accords entail?" Starswirl asked. "Are there rules to follow?"

"Yes, Rule One, all Superheroes must be registered with Equestrian Royalty to do superhero work," Tony began.

"Rule Two, the registered heroes are assigned to cities where they do patrols," Spitfire said.

"Rule Three, only registered heroes are allowed to do battle against a threat of any kind," Steve said. "Bad rule if you ask me."

"No one asked you," Tony said.

"Rule Four, registered heroes must relegate fighting to their assigned town, meaning that if you're assigned to Ponyville, you only fight there," Peter explained. "Except in cases like mine where I can fight in any town."

"Rule Five, any change must be officially signed by those of higher authority,” Luna said.

"Rule Six, Heroes must pull back if ordered to by a higher authority," Celestia said.

"Rule Seven, unregistered heroes may defend themselves and their family in an Emergency but must otherwise stay out of the way of official duty," Clint said.

"Rule Eight, any hero in violation of The Accords will face several consequences, including probation, employment termination, banishment or imprisonment," Natasha finished.

"That's the rules of the Accords," Tony finished. "So, how does it sound? Pretty awesome, right?"

"Uh..." Flash scratched his head. "Well, I personally feel like it could use some work."

"Yes, I mean it sounds almost limiting," Meadowbrook said.

"I know it does, but if I let things go back to how they were, it'll get even more chaotic," Tony said.

"It's already chaotic, yer rules didn't protect ponies in Appaloosa, Manehattan or Las Pegasus," Logan said.

"Hey Las Pegasus was Felicia's fault, she violated the rules, and now she's rotting in the dungeon," Tony said.

"For now, Matt says you have to let her out soon since she was unfairly imprisoned," Peter said.

"Yeah, yeah, I'll work on that," Tony said. "He's also been bugging Spitfire too I believe."

"Gotta love Matt," Johnny said.

"Who is Matt?" Starswirl asked.

"A friend," Peter explained, keeping it vague. While many know Daredevil's secret identity, it's still not something he would prefer too out in the open.

"Well that reminds me, hey Bobby," Tony said, getting the ice user's attention. "I might need you to transfer towns for a bit."

"I need to do what now?" Bobby asked.

"Apparently Manehattan is understaffed and the heroes there need help finding a villain," Tony said.

"Is it Martin Li?" Johnny asked. "Hey I'm ready to go back out there."

"Not yet Torch, that little Lawyer friend of yours might be fighting a case for you, but until then, I'm still in charge and you're still on probation," Spitfire said.

"You can't be serious," Johnny said.

"She's dead serious, next time don't blow up one of my buildings," Tony said.

"Like you've never blown anything up!" Johnny shouted. "Shit happens sometimes, not like I set out to destroy anything, I came close to busting Martin Li, if it wasn't for me, things would be way worse. Coco could have died that night if I wasn't there to protect her. A lot of ponies would have died if it wasn't for me and Rainbow Dash!"

"Well we don't really know that for sure, now do we," Spitfire said.

"And that there is a fine example of why I ain't never joining them Accords," Remy said.

Tony groaned in annoyance, "Well Bobby, can you make the switch? It won't be permanent."

"Uh, Rarity, this alright with you?" Bobby asked.

"Well, yes, of course, I wouldn't want to prevent you from being a hero after all," Rarity said. "And it's only for a little while."

"You can join him if you'd like to Rarity, I'll rent you all a nice condo," Tony suggested.

"Oh we couldn't ask you to do such a thing, Tony," Rarity said.

"It's fine by me, it'd make Bobby miss you less and focus more on his work," Tony said.

"Wow, how generous of you Stark," Logan sarcastically commented.

"Logan..." Fluttershy scolded.

"So what do you two say?" Tony asked.

"Well, it would be nice to check in with my Manehattan store, oh but what about the Boutique in Ponyville?" Rarity wondered. "And Sweetie Belle too!"

"She can stay at your parents' house," Bobby said.

"Mommy and daddy travel a lot though," Rarity explained.

"Even so, Sweetie Belle's 18 years old, she can take care of herself," Bobby said.

"I suppose you're right," Rarity said. "But what about my store?"

"I can keep an eye on it," Fluttershy said.

"Oh that works out well, you are quite responsible Fluttershy, and you have an impressive knowledge of sewing too," Rarity said. "Do you think you can also handle being a boss to my three assistants?"

"Of course, no problem at all," Fluttershy said.

"Uh, Twilight, wasn't there something we kind of need to tell the Princesses and The Avengers?" Peter said.

"Oh right..." Twilight said, sheepishly turning to her mentor. "We have a slight problem."

"A problem?" Celestia asked.

"When I freed Starswirl, I kind of, sort of, accidentally, also freed an old ancient evil as well," Twilight admitted.

"You did what!?" Tony asked. "Twilight, what did you do!?"

"She foolishly allowed a creature we sealed away to once again roam free, that's what she did," Starswirl said. "Utterly foolish, and you are her mentor Celestia? Didn't you teach her better?"

"It sounds like an honest mistake, she's only a pony," Celestia said.

"Yeah, lay off my wife dude," Peter warned.

"Your wife may have doomed all of Equestria, but it matters not, if you heroes are as good as you say you are, then perhaps you can be of worth," Starswirl said.

"We'll do whatever we can to help," Tony said. "Bobby, you may need to hold off on the reassignment."

"Hey I can multitask, I mean we gotta find the shadow creature first," Bobby said.

"Wait, no one knows where it is?" Tony asked.

"We have theories," Twilight said.

"Theories don't help Twilight!" Tony scolded. "We need some proper leads!"

"Uh, Tony, ease up please," Peter said. "I'd rather no one yell at my wife."

"It's fine Peter, I know I messed up, and I deserve the criticism, I wasn't being careful," Twilight said.

"Well, at least you're capable of admitting your faults," Starswirl said.

Logan gritted his teeth, "Hey bub, this girl's looked up to you her whole life, the least you can do is stop acting like an arrogant asshole and show her a little respect."

"Logan! Starswirl is a highly acclaimed Wizard, please do not refer to him is such a manner!" Luna said.

"Think I give a rat's ass how 'acclaimed' he is? He sure as hell ain't do much to earn my admiration," Logan said. "I respect Twilight more than I respect most of you, and I ain't gonna stand here and let her get talked down to."

"I'm with Logan on this," Steve said. "Starswirl, while she doesn't care to boast the fact, Twilight Sparkle is a Princess who has been incredibly kind to others and has personally made sure those who came here from my world have adjusted properly."

"Dang straight, Twilight's the reason many of us got married, and we're ever so grateful fer that," Applejack said.

"Well, at least she's good at matchmaking," Starswirl said. "Come now, we're wasting time, the Pony of Shadows must be found."

"I'll alert the other heroes," Tony said, "Wait, does anyone know what this thing looks like?"

"It's literally a giant pony covered in shadows," Rainbow Dash said. "Like a big gob of a black void."

"Well at least it's easy to describe," Tony said, grabbing his radio. "Iron Fist, Luke Cage, Jones, do either of you read?"

"In my spare time," Came the sarcastic voice of Jessica Jones.

"Ha-ha, real cute," Tony said. "Listen, we have trouble, a monster is lurking somewhere in Equestria, a pony made out of shadows."

"Shadows? Like actual shadows on the ground?" Iron Fist asked.

"I don't know what the thing looks like, I was just told it was big, black void. So please, just keep an eye out for a suspicious monster covered in darkness," Tony said.

"Will do," Luke said.

"Got it boss," Jones said.

"We'll prevent any more damage to this city," Iron Fist said.

"I'm counting on you guys," Tony quickly made another call, "Hey Jen, do you copy?"

"Need something Tony?" came the voice of Jennifer Walters.

"Be on the lookout for a giant monster covered in a void darkness, it's called the Pony of Shadows," Tony explained. "I don't know what it does exactly but it is very powerful."

"Power huh? Well, it's probably nothing I can't handle, but I'll give you a call if I see it," Jen said.

"We're gonna try to locate it first, hopefully it won't affect your town," Tony said. He then contacted Baltimare, "Hey Tigra, be on the lookout for the Pony of Shadows, a giant creature covered in a Black Void."

"Is it near where I am?" Tigra asked.

"We don't know where it is, but it was discovered by Princess Twilight, and she lost track of it, so it could be anywhere," Tony said. "If you see it, let us know, engage it if you think you can win but call us if you're overwhelmed."

"I'll do my best," Tigra said.

"Good to know," Tony said, getting ready to call some others.

"Hey Tony, I can call any Wonderbolt protected town," Spitfire said. "I just started with Sky Stinger and Vapor Trails; they'll be ready for anything."

"Do you have enough Wonderbolts to patrol?" Tony asked.

"Oh yeah, we just assigned a few to some smaller towns across Equestria," Spitfire said. "Later on I'm going to officially assign the Barrel Twins to a town."

"If I could make a suggestion, maybe Balitmare, Tigra's great but I don't know if she can protect a town on her own, plus having an experienced hero nearby could be useful for the twins."

"I like how you think," Spitfire said.

"Also what's the status of some of the newer recruits, like that Hippogriff girl?" Tony asked.

"She's doing pretty great actually, she's got some talent, I just need her to be a little less, overly excited about things," Spitfire said. "It's good to be eager but it's not befitting of a Wonderbolt."

"As long as she's doing well, hopefully it would make Queen Auntie happy and she'll welcome the Accords with open arms...or forelegs, whatever analogy works," Tony said.

"She just needs to do well, much as I want to ensure we get The Hippogriffs on our side, I wouldn't let just anyone into the Bolts," Spitfire said.

"She came to you, so she should want to do well, and it sounds like she's putting the effort, so I'm not too worried," Tony said. "What about Night Glider?"

"Oh I think out of all of them, she's the readiest," Spitfire said. "I was hoping to wait until her wing pony was ready before I made it official, but I can't resist sending her out there."

"Maybe we should send her to Manehattan as well, they could use the extra assistance, plus it would bring a little credibility back to The Wonderbolts after that fiasco with Torch and Rainbow Dash," Tony said.

"Oh, another great idea," Spitfire said. "That reminds me, what about those friends of hers she's training with?"

"Double Diamond is improving faster than Party Favor and Sugar Belle for sure," Tony said. "Honestly, I can't see the latter two in the Equestrian Avenger Division. I know Sugar Belle's been training with Gambit the last week but she just comes off as too soft, and Party Favor, he's kind of a goof, I might just send him back home."

"Harsh, but fair," Spitfire said. "Hey, is it really alright for Gambit to be training Sugar Belle for the Accords? He isn't even interested in signing on," Spitfire said. "You don't suppose he's planning a sabotage through Sugar Belle, do you?"

"I doubt it, Gambit just likes to train, and he's used to training newbies, same with how Bucky doesn't mind training anyone for the Accords either," Tony said. "It's not a direct violation and we get some use out of them regardless."

"I guess you're right, but this still doesn't sit right with me, why wouldn't Gambit, Bucky, Falcon or even Logan want to join the Accords?" Spitfire asked.

"I don't know, maybe because they're stubborn?" Tony theorized.

"Just keep an eye out, I was talking to Carol the other day, she doesn't know if it's a good idea to let superpowered individuals roam Equestria if they have no intention of joining The Accords," Spitfire said.

"I mean, it's Equestria, a third of the population does magic, at least among the ponies," Tony said.

"I'm just saying, be careful who you let roam free, we've suffered some pretty bad losses as of late, and it can get worse," Spitfire said. "I'm telling you as a friend who wants you to succeed, always consider your resources, and what could be a liability to the Accords."

"Alright, I'll talk with Carol later about this," Tony said.

"For what it's worth, I think Logan's pretty cool at least, I do wish he was part of The Accords, but that's his decision to make, seems like he just wants to raise his daughter and be done with a lot of this nonsense, the more protected we are, the easier it is to let that happen," Spitfire said.

"Got that right," Tony said, then remembered what he was doing. "I still have another call to make, and it seems like you do as well."

"I'll get right on it," Spitfire said, grabbing her radio. "Good luck with everything."

As Spitfire left, Tony got into contact with Manehattan, ready to alert the three heroes present about the underlying situation, "Daredevil, Night Thrasher, Elektra, do any of you read?"

"Tony?" Came Daredevil's voice.

"Good, I managed to get into contact," Tony said. "Listen, we have some trouble."

"So do we, we're up to our necks dealing with these Demons!" Elektra said.

"Yeah, I know you're having trouble," Tony said. "And don't worry, I have that figured out too."

"You better," Elektra warned.

"Come on Elektra, don't start trouble," Night Thrasher said.

"Just tell us what you need to Tony," Daredevil said.

"Right, so first thing's first, a creature known as the Pony of Shadows has been released onto Equestria," Tony said. "I need you three to keep an eye on things."

"What's a Pony of Shadows?" Night Thrasher asked.

"Some old mystic being that was sealed away a Thousand years ago, and now it's back," Tony said. "If you spot a giant pony in black, either fight it, or call for help."

"We'll definitely be ready for that, last thing we want is for Martin Li to somehow affect it," Daredevil said.

"Yes, that would be a bad thing," Tony said, now worrying how things could be made worse. "Speaking of Martin Li, you'll be happy to know that you're going to get some extra assistance in Manehattan."

"About damn time, who are you sending?" Elektra asked.

"I'm sending Iceman," Tony said. This got no immediate reaction from the trio, they even seemed confused by this decision.

"Iceman? That punk kid from The X-Men?" Elektra asked.

"Hey that punk kid's really powerful," Tony reminded. "He doesn't exactly just throw snowballs at you."

"We're not denying his power, but we do question his maturity," Daredevil said. "Wouldn't it be better to send Jessica Jones?"

"She's in Las Pegasus, they kind of need her more," Tony said. "Look, Bobby will be fine, he's ready and willing to help."

"Sure, I guess it's better than nothing," Daredevil said.

"I'm amazed you three care so much about having assistance, I mean Daredevil, you deal with The Kingpin on your own on a regular basis, I think you could handle Mr. Negative with your limited resources," Tony said.

"Maybe I could Tony, but things are a little different here, I can't work the same magic I did on Earth," Daredevil said. "I can't even confirm Martin Li's true identity here."

"Well you'll have Iceman coming, along with a Wonderbolt named Night Glider," Tony said. "That one you'll have to wait on Spitfire for, but she'll be assigned soon hopefully."

"She better be useful," Elektra warned.

Tony furrowed his brow, he knew Elektra getting brought over was bad but he needed help at the time. With more of these native Equestrians stepping up, and once Martin Li is captured, he’ll consider firing her and sending her back to Earth, or keeping her somewhere he can keep a closer eye on her.

"I got another place to warn, just do your best you three," Tony said.

"Count on it," Daredevil said. "And Tony, I hope you're considering everything a certain Lawyer had to say."

"I'm working on it, see you later," Tony said, disconnecting the call. "If you're so worried about Martin Li, then maybe you should spend less time being Matt Murdock and more time being Daredevil."

One final call was made, this one answered by Kamala in the Crystal Empire, "Sup?

"Kamala, don't respond to a call with 'Sup', that's not professional," Tony said.

"Wow, you almost sound like Cap," Kamala joked. "Anyway, need something?"

"I need you and Carol to keep a lookout on things," Tony said. "Where is she? Does she have her radio?"

"She's busy working on something with Cadance, she said it has to do with changes you want made to Equestrian rule or something," Kamala said.

"Oh yeah, is Cadance on board?" Tony asked.

"Seems like it, Cadance and Carol have gotten along really well lately," Kamala said.

"Well that’s good, anyway I need you to tell Carol something, but this is for you to be aware of as well," Tony said. "There's an evil creature free in Equestria called The Pony of Shadows."

"The Pony of Shadows?" Kamala asked.

"An old evil that existed a thousand years ago, it's been set free in Equestria, and I need you and Carol to keep an eye on things," Tony explained.

"A thousand years? Wait, this isn't that King Sombra guy, is it?" Kamala asked.

"Pretty sure he’s dead," Tony said. "Just tell Carol about a pony covered in a black void of sorts and to be ready to protect the Empire."

"Sure thing Mr. Stark," Kamala said.

"Be careful out there, call us if you need help," Tony said.

"Thanks, but I think Carol has this under control," Kamala said. "See ya."

Kamala had then ended the call, leaving Tony a bit curious by that girl, "Well she's an excitable one, well time to double check and make sure I didn't forget anyone."

Meanwhile Steve and Celestia had returned to the Balcony, taking note of the leaving Heroes, Elements and Pillars.

"Is Starswirl usually like that?" Steve asked. "You know, harsh and judgmental?"

"Not always, he used to be such a goofy and fun-loving pony, always eager to make friends." Celestia said. "He hasn't been the same since his pupil Stygian lost his way."

"What could have caused that?" Steve asked.

"Jealousy I'm afraid, he believes his student wanted more than he deserved, and it caused a rift," Celestia said. "His pupil had turned to the darkness, and now may be the very enemy they will do battle with."

"That almost sounds simple, I hope Starswirl made an effort to help his friend," Steve said. "You and I both know what it's like when someone we care about turns to darkness."

"I trust Starswirl, he's a very intelligent pony," Celestia said.

"You also trusted Tony and Carol, now they very well may want you out of power," Steve said, worrying Celestia a bit. "I get you want to be kind and friendly, and always see the good in others, but sometimes you have to be ready to see through deception."

"Do you not trust Tony?" Celestia asked.

"After what happened with Felicia, and how that was handled, plus the arrival of Starswirl, I am more worried than ever," Steve said. "Sometimes I feel like Tony's in over his head, trying too hard to rid Equestria of danger, rid Earth of danger. The ideal world is a Peaceful one, but it is also a myth. This council they're trying their hardest to set up is just another step in their illusion of order. Tony is enroute to turning this land into an oppressive rule, he's just masking it under kindness."

Celestia seemed amazed by what Steve had said, his blatant mistrust for Tony and the Accords was a conflicting issue. "Well, what should we do?"

"I will do everything in my power to ensure Tony doesn't get carried away, but you need to stand your ground more," Steve said. "I'm not saying everything Tony has planned is a bad idea, my worry is the execution of that idea. If they want that council or whatever, that's fine, it takes a load off your shoulders anyway, but Tony should know that in the end, this is still your...no, it is everyone's Kingdom, we all have a part to play to ensure it's the best place to live, and you will continue to help guide that land, just as you always have."

"Oh, wow, I'm actually speechless, that doesn't happen often," Celestia said, trying to play it off as a joke. "Thank you thought, you're a really kind pony."

Steve took Celestia's hoof in his own, getting a blush from the ruler, "So are you Princess. You set the example of what everyone should, maybe you're not always perfect, but it's our imperfections that make us what we are. Humans, Ponies, any type of species. You still make Equestria a great place, and it is an honor to fight for you and ensure the happiness of all."

"Steve..." Celestia couldn't help this feeling in her heart. Steve always found a way to make her feel so flustered, he truly was the ideal stallion for her. "Listen, Steve, I...well..."

"Yes Celestia?" Steve asked.

Celestia just pulled her hoof away, not wanting to speak anymore on this, "The thought slipped my mind."

"Well I should go and check on Tony, Luna and Spitfire, make sure they're not doing anything stupid," Steve said, leaving to do as he said.

Celestia felt foolish, she really wanted to tell Steve how she truly felt about him, but it almost embarrasses her to do so. She isn't used to this feeling after all, because very rarely does Princess Celestia find herself falling in love like she has with Steve Rogers.


Meanwhile at the Crystal Empire, Kamala had explained everything to Carol and Cadance.

"A Pony of Shadows, alright, thanks for the information, Kamala," Carol said. "Cadance, alert your ponies, I will do regular patrols."

"What should I do?" Kamala asked.

"Stay here and protect Cadance and Flurry Heart," Carol ordered.

"Right...uh, what about Shining Armor?" Kamala asked.

"I don't know, tell him to do whatever, as long as he's not in the way," Carol said, taking flight. "I'm off."

Cadance seemed pretty satisfied by the hero protecting her town, "There she goes again, whatever's happening I feel confident in Carol's ability to save the day, she really is a take charge woman."

"That is why I'm proud to be her sidekick," Kamala said. "Well I guess I should protect you and your daughter."

"I don't think I'll need much protecting, and if I do, Shining Armor is there for me," Cadance said. "But at least keep an eye on Flurry if you don't mind."

"Oh I never mind, your daughter is the cutest, I sent some pictures of her to my family and they love her, they still can't believe I'm watching over the safety of Royal Ponies, it's like I'm playing with toys, only it's real," Kamala said.

"It's funny how much you remind me of Peter sometimes," Cadance said.

"I take that as a compliment, Spider-Man's awesome, maybe one day I can team with him too," Kamala said.

"One day," Cadance said. "I should go find Shining Armor; he needs to know about this."

"Oh, also, what about that Council thing?" Kamala asked.

"Well, we held off the meeting since Twilight was away, but she should be back by now, so we might have some progress," Cadance said. "Much as I love Auntie Celestia, she could use a little break from all that power, more minds are better than one."

"You bet," Kamala said. "Well, time to foalsit."

Down in the Canterlot Dungeon, Felicia was seen in her cell, looking bored and annoyed, her only company being the remaining villains from previous invasions, all in their own cells and being just as bored.

Soon enough, she found herself with a an almost surprising visitor, "Hey Felicia."

The former thief turned to see the father of her daughter, "Thunderlane."

"That's me," Thunderlane said. "Sorry I haven't been around sooner, when I'm not training, I have to take care of Felicity, plus something major just happened in our family."

"Major how?" Felicia asked.

"Rumble got his marefriend pregnant, he and Apple Bloom are expecting a child now," Thunderlane said. "It's quite a shock for us all."

"Oh, little Rumble finally got some action, well good for him," Felicia said.

"Did you miss the part that he got her pregnant?" Thunderlane asked. "My teenage brother is about to become a parent, and now the Apple Family is pretty ticked off at him."

"The shock will wear off soon, and Rumble's a nice boy so he'll be fine," Felicia said.

Thunderlane shook his head in surprise, "Everything is so casual with you. But I guess it's good to have some optimism."

"Everything will turn out fine, you just gotta be there for your little brother," Felicia said. "How is he handling this though?"

"Well he's in a panic, especially since he can't even get near her with her family all upset," Thunderlane said. "At least he finally got accepted into The Wonderbolts Academy, but even that's a pain because he doesn't seem to like his Wing Pony, or Wing Griff. My brother is teamed with the Wonderbolts' first potential Hippogriff flyer, which I thought was cool but he has been rivaled with some students at Twilight's school, and she's one of them, so it is not going well for him."

"Poor little guy, I'd give him a hug if I could," Felicia said.

"We'll manage," Thunderlane said. "Well anyway, I just wanted to pay you a visit, seeing you down here is not very pleasant."

"Yeah, it sure isn't," Felicia said. "How is Felicity doing?"

"She's great, when I can't watch over her, Flitter usually does, she's really great with Felicity," Thunderlane said.

"Flitter seems like such a nice mare, given how long you've known her, I'm almost surprised you two never ended up together," Felicia said.

"Well I may have blew that chance when I ticked off Equestrian Royalty," Thunderlane said.

"Don't count yourself out, if I were you, I'd try asking her out, I mean, she's still single, right?" Felicia asked.

"Yeah, I mean she's had her share of dates but nothing concrete for her," Thunderlane said.

"Well I think you should try again, our child deserves to have a mother that's there for her, and clearly I'm not cut out for it, you need a nice mare like Flitter who could fill that motherly role," Felicia said. "If not her, then maybe you'll have better luck with her sister, or one of your other friends. I've seen a lot of nice mares in Ponyville, you could find somepony with no trouble."

"Maybe, but if I'm being honest, I really wish the two of us worked out," Thunderlane said. "I mean, the last couple of years I've known you, I could tell that underneath that burglar persona of yours, that you're a really nice lady. But I know your preference, so I guess it's useless holding out hope for you."

Felicia stuck her hand through the bars, stroking Thunderlane's face, "You're such a sweet guy, I'm glad you're the father of my baby. I'm sorry I haven't been there more for her, it's inexcusable really. Given how I was brought up, all the neglect I felt, I never should have been just as bad. I thought by doing my job and providing for Felicity, that I was doing great as a mother, but I guess there's more to parenting than just financial support. Just promise that you'll at least let Felicity come see me when she's older."

"Hey, you're not gonna be in here that long, Peter's already working on freeing you, and once you're out, you can come see Felicity for yourself," Thunderlane said.

"You're a hopeful dreamer," Felicia said.

"Dreams come true," Thunderlane said, turning to leave. "Just have some hope, we'll get you out of there."

Thunderlane made his way out of the Dungeon area, leaving Felicia with a feeling of satisfaction. Despite her rocky relationship with Peter, and her seemingly failed relationship with Thunderlane, to know that both of them care enough about her to want her freedom and happiness, it really made her reconsider a lot of things.

"That was your baby's father?" Came the voice of Sandman, the villain in a special type of cell to restrict use of his powers.

"Yeah, that's Thunderlane," Felicia answered.

"He seems like a nice guy, a good older brother and caring dad," Sandman said.

"He's a sweetheart, bit troubled but his heart is always in the right place," Felicia said. "When I let him stay with me, he was such a good help, he kept the place clean and he always cooked for me, and he's an amazing cook too. Honestly, seemed like he was the perfect guy for a girl."

"Perfect guy? Well it sounds like you two aren't together, despite having a kid," Sandman said.

"I may have said some things to make it seem like I wasn't interested," Felicia said. "Like insisting I prefer girls over guys."

"Let me guess, it was a bunch of garbage, wasn't it?" Taskmaster asked.

"It depends," Felicia said. "I just don't think we're compatible, he's better off with another girl who's gonna give him what he needs and I just gotta look out for myself."

"Do you really believe that?" Sandman asked.

"Yeah, the way you were just talking to him, it sounds like you miss his company a lot," Taskmaster said.

"Are you being honest with yourself, young lady?" Lizard asked.

"What is this, a support group? What do any of you care when it comes to my romantic life?" Felicia asked. "The fact that I'm in here with all of you is probably proof that I'm not right for him, nor am I suitable to being a parent."

"Yeah, you're probably right," Taskmaster said.

"Bit harsh, but possibly true," Lizard said.

"Possibly? It's Black Cat, of course it is, she's one of us after all, someone who exists to make Spider-Man's life, hell," Scorpion said.

"Excuse me, but I don't make his life hell compared to the rest of you," Felicia said. "At least I never went around terrorizing innocent people."

"You still broke the law, just like the rest of us," Scorpion said. "Maybe your kid really is better off without you."

"Put a sock in it Gargan," Sandman said. "No parent should be away from a child they love. But unfortunately, we make mistakes. I could be on Earth, I could be there for my daughter, but here I am, because I followed some strange creature to Equestria for a chance for revenge against Spider-Man."

"Oh come on, you're not getting soft on us, are you Marko?" Taskmaster asked.

"Yah, it is not your fault we are here, it is Spider-Man's!" Rhino said.

"That accursed child should rue the day he crossed us," Vulture said.

"You're the ones who came here and caused trouble, what did you expect Spider-Man and his friends to do?" Felicia asked.

"She's got a point, even if I was also against Spider-Man, it is his job to fight guys like us," Sandman said. "Does it piss me off that I'm here, yeah it does. Would I crush Spider-Man if I had a chance to, probably."

"Then let's do it!" Scorpion said. "Let's find a way to break out, we've waited long enough!"

"You act like it's that simple, Mysterio managed to escape, and what happened? He got caught, again, and probably sent somewhere worse," Sandman said. "From what I heard, he had help too."

"Yeah, a creature from the Negative Zone, Annihilus," Felicia said. "Despite everything he lost to Spider-Man, his friends, and even Magneto's Brotherhood. I guarantee if any of you break out, you're gonna regret it. Mysterio was sent to a place much worse that this one, so watch what you say or plan, because you might regret it."

"Well, sometimes in life, you gotta take risks," Taskmaster said. "And I'm ready do to just that."

"Don't blame me if things go wrong for you," Felicia said, laying back. Part of her wondered just what the villains had planned, but she couldn't imagine them getting very far. At least she hoped so, she didn't want her daughter in danger after all.


That evening at The Wonderbolts Academy, Silverstream had just finished dinner and was making her way to the dorms of the Academy, ready to do some schoolwork that was specifically assigned to her to compensate for her lack of attendance to the actual School of Friendship. "What a day, I need a good long sleep. I still have some schoolwork to catch up on. Wish I could do it with my friends, that's always fun, and partially the point of a School of Friendship. But I'll make do."

As she approached the dorms, she could see Rumble walking outside, a look of frustration on his face. "I gotta fix this."

"Rumble!?" Silverstream called.

"Don't bother me!" Rumble said, trotting away from the dorms.

Silverstream got frustrated, she was done with his nonsense, "Rumble, don't ignore me!"

"I'm not, I'm telling you not to bother me!" Rumble said. Silverstream then blocked his path, frustrating him more. "You know I'm lead Pony Right!? That means you listen to me!"

"Only in practice, but right now practice hours are over," Silverstream said.

"Hey, I can make things really difficult for you," Rumble warned.

"Like you've been doing all week? I've kept up with it so far, I can do it again," Silverstream said.

"What do you even want from me!?" Rumble shouted. "I have somewhere to go?"

"Like the Apple Farm?" Silverstream asked, Rumble looking annoyed. "It's there, isn't it?"

"What if it is? I have something to do there!" Rumble said.

"Every day you've gone and every time Apple Bloom's family doesn't let you see her, because she doesn't want to be seen right now," Silverstream said. "Why can't you understand that?"

"Because it doesn't make sense! She's carrying my baby! I should have a right to see my pregnant girlfriend!" Rumble said.

"Well as her boyfriend, you have to respect her choices right now," Silverstream said.

"What do you know? Do you have a boyfriend? Or a girlfriend?" Rumble asked. "Is it Gallus? Ocellus? Sandbar?"

"I'm not dating any of them, I don't even have a boyfriend," Silverstream said.

"Aren't you related to your queen? Figured that'd get you some suitors," Rumble said.

"I don't like exploiting my royal perks, I want a boy to like me for me," Silverstream said. "But that's not the point right now. The point is that you're being a bit too pushy right now."

"Silverstream, imagine being in my position, or maybe you can't because you're the girl here, but if you were pregnant, wouldn't you want to see your boyfriend?" Rumble asked.

"I'm not Apple Bloom, I can't speak for her, whatever's bothering her, you need to respect it," Silverstream said. "I mean, she's probably just upset you got her pregnant."

"But I'm trying to comfort her! That's the right thing to do!" Rumble said, his voice cracking a bit. "I mean, would it be better if I didn't care? That I'm willing to just leave her with a child? I'm trying to take responsibility and she won't let me! I can't even imagine why she's upset, she agreed to have sex with me, she should have known she was in heat, this is technically an inconvenience to me as well but I'm willing to make it work because I love her, and I want to be a good boyfriend for her.”

"Well, then give her time to process this," Silverstream said. "If going over each day and not getting any results isn't working, then just try leaving her alone for a bit, it couldn't hurt."

"But I don't want her thinking I gave up on her," Rumble said, still distressed. "I'm afraid she's gonna think I stopped caring. Or worse, this will just give that tap-dancing playcolt a chance to snatch her from me!”

Silverstream wasn't sure what to say, he really seemed bothered by all this, it's the most worried he's looked all week. "Look, Rumble..."

"Just, get out of my way, I don't want you distracting me!" Rumble warned, about to step past her.

"Rumble, wait," Silverstream said.

"Silverstream, I'm losing my patience!" Rumble warned.

"So am I, you really need to step back, it's for your own good Rumble," Silverstream said.

"My own good!? You're preventing me from..." Rumble's eyes widened in realization. "You're doing this on purpose! You want Apple Bloom to give up on me! You want her to hate me! Don't you!?"

"Rumble, for what reason would I want that!?" Silverstream asked.

"Because that's how you are! How you and your friends have always been!" Rumble said. "You just want me to be miserable, that's why you're meddling! That's why you're trying to take away everything I love! You want Twilight's affection for yourselves and away from me and my friends! It's part of your grand scheme to destroy us!"

"You're being silly! I don't want to hurt you! I never did!" Silverstream said.

"Likely story, all you do is ruin things for me!" Rumble shouted, his voice cracking more. "You took Peter's attention from me! You took Twilight's! You're ruining my Wonderbolts career! What? Next you'll take away my brother? Mayday! Or wait until my child's born so you can take that away too!"

"Rumble, I wouldn't!" Silverstream said.

"I don't get it, why are you doing this to me!?" Rumble's tears began streaming. "When Peter and Twilight took me in, I felt so honored that they did that when they didn't need to! I just wanted to show them I was worth it by being the best I can! I just want to be someone worth saving! I want to do that by being a hero like them, so their kindness doesn't go to waste! You are not letting me do that! You show up once, nearly cause Twilight to lose her school, then suddenly, you're the new favorite!? You and your stupid friends!? What have you done to earn that!?"

Silverstream had no immediate verbal reaction, instead she pulled Rumble in for a hug, taking the boy by surprise, "I'm sorry you're feeling this way Rumble."

Rumble was speechless, this girl whom he disliked was affectionately hugging him, and he couldn't understand it. She shouldn’t care, all he's done was antagonize her, trying to prove that she wasn't perfect and unworthy of being praised like she was. Yet she instead treated him with kindness, the boy feeling even more emotional. "Why? Why are you being nice to me now."

"I came to Twilight's school to make friends, I loved her message about Friendship being Magic, and I want to help her spread that," Silverstream said. "You look like you need a friend right now, you're going through a lot, and I want to be there for you, because it's the right thing to do, it's something a friend should do. I want to be your friend Rumble, could you let me be your friend?"

"Silverstream..." Rumble wanted to return the hug, he genuinely did, but he couldn't bring himself to do so. He instead pulled away from the girl, "I can't...we could never be friends, it wouldn't work."

"Why wouldn't it?" Silverstream asked.

"It just...look, I appreciate your kindness, maybe you're not so bad, but I don't think I'm ready to accept you as my friend," Rumble said, wiping his eyes. "Not yet at least."

"So... there’s hope?" Silverstream asked.

"Probably...look, I'll take your advice, but this better not ruin things for me," Rumble said.

"It won't, actually maybe you can at least send her a letter, this way you're giving her some much needed space apart and she'll know you still care," Silverstream said.

"That could work," Rumble said.

"Come to my dorm room, I'll help you right that letter," Silverstream said.

"I don't really need help writing a letter," Rumble said.

"Oh..." Silverstream looked a bit disappointed. "Well, I guess that's fine..."

Rumble began pitying the girl suddenly, and he hated that, but his guilt would not allow him to let her feel sad, "Though it you really want to, I guess I can let you help me."

Silverstream's mood perked up, "I'd love that!"

"Alright, let's get to it," Rumble said, following Silverstream to her dorm. Maybe she wasn't so bad, he could tolerate her for a bit longer.


At the School of Friendship Dorms, Ocellus is seen having a study session with Smolder in her room, both trying to finish up some work for the next day. During this they heard a knock on the door.

"Come in," Ocellus said.

Nightcrawler had opened, holding a tray of cookies. "Hey girls, I have some extra cookies if you want any."

"Oh, that sounds nice, thank you Kurt," Ocellus said.

"You can leave them on the desk, Ocellus and I still have some lessons to finish," Smolder said.

"It's so great seeing you girls hard at work," Kurt said. "You're both model students."

"Not bad for a Changeling and a Dragon," Smolder said. "Two creatures not really known for Friendship."

"I'm not surprised, I believe anyone is capable of Friendship if they put their mind and heart into it," Nightcrawler said, placing the cookies down. "I love seeing just how much you girls care about each other and all of your friends. Even more how you care about your fellow students."

"It's thanks to teachers like you, Kurt," Ocellus said.

"Thanks, but you two put in just as much work," Nightcrawler said. "I am so proud of you both."

"Thank you, Kurt, we'll keep doing our best," Smolder said.

"I know you will, and I know you'll have many more friends, not just during your time here, but beyond," Nightcrawler said.

"I hope so, sometimes I feel like it was luck that got us the friends we did," Smolder said.

"You need more confidence in yourself, it wasn't luck that made me like you girls, it's because you're a lovely dragon with a heart of gold," Kurt said. "You're both beautiful young ladies whose kindness matches your appearance."

"Hey come on, I am not a beautiful lady," Smolder said.

"I've seen how some boys look at you, you two may have some admirers," Nightcrawler teased.

"Hey come on, I'm not interested in dating!" Smolder said.

"I know, just letting you know that it's not that hard to believe," Nightcrawler said. "Just be happy with who you are. Smolder, as a dragon, you're a fierce dragon, but that doesn't necessarily have to be aggressive. Even love and kindness can be fierce after all."

"That's...an odd way of putting it," Smolder said.

"Ocellus, even as a Changeling, you never need to transform to be something of worth, because you already are," Nightcrawler said. "Love yourself as the Heavenly Father loves you."

"I will, thank you Kurt," Ocellus said.

"Yeah, have a goodnight," Smolder said.

Kurt gently closed the door as he began to walk down the halls, a look of sadness on his face as he briefly deactivated his Image Inducer watch, briefly reverting to his true form, a Changeling, just like Ocellus.

"How hypocritical, I should not tell them things I am incapable of doing myself, I just don't want them being ashamed of themselves like I am," Kurt looked a bit teary eyed as he looked down at himself. "Forgive me Father, I am too weak to follow your teachings, but I pray that my students find the strength that eludes me. I pray to you Father, for them to truly love who they are, just as I love who they are. Bring them true happiness that they deserve, for the sins of their kind do not reflect who they are as individuals."

"Kurt?" Came a voice, that belonging to Starlight Glimmer. Quickly the X-Men member reactivated his pony persona before she came around the corner. "Oh hi Kurt, thought I heard you talking to somepony."

"Forgive me, I was just praying," Kurt said. Which was technically true, so he didn't feel like he deceived her too much.

"Of course, I find it so admirable how religious you are, how you believe in something so strongly, I can see why the students like you so much," Starlight said.

"The students like all of us, I am not anything special," Kurt said.

"So humble too, anyway I gotta get some last-minute work done, I hear Twilight's back, that's such a relief, being headmare is hard," Starlight said. "Thankfully Cozy Glow stepped up to help me in her spare time, she's such a sweetheart."

"She is a kind girl," Nightcrawler said. Cozy has been on his mind on occasion, while he liked her, he always felt like she was hiding something, but she at least seemed to be trying her hardest to be the best pony she could be.

"Well I should go see Twilight soon, I heard she brought back Starswirl and his allies, I can't wait to see them for myself, it's gonna be amazing!" Starlight said. "Well, I'll let you get back to your prayers or whatever else you needed to do."

"Yes, of course," Nightcrawler said, the mare about to leave. "Oh, Starlight, I have a question, it concerns someone at this school."

"Sure, what is it?" Starlight asked.

"This might sound personal, and I will not blame you if you choose not to answer, but this could really be helpful to one who needs it," Nightcrawler said. "Have you ever felt ashamed of who you are?"

"Me?" Starlight took a moment to think, but she didn't need to for long. "Well I did enslave a village once, I really regret doing that. But Twilight and Peter told me that all I had to do was try to change and be better, and that's what I did, I hope I did a good job."

"I think you did; your kindness is genuine, and your smile hides no secrets," Nightcrawler said. "This individual just feels ashamed of themselves, like it's hard to explain."

"Well tell that individual that there's nothing to be ashamed of, because we're all friends here," Starlight said.

"Yes, of course," Nightcrawler said. "I must be off."

In an instant, he teleported away, leaving Starlight impressed, "Amazing he can do that without magic, humans are fascinating."

Preparations were to be made, while the Pillars stayed at Canterlot Castle for the time being, everyone else had returned home, with Bobby and Rarity preparing their temporary move to Manehattan, Johnny and Rainbow Dash considering their future within the Wonderbolts and Twilight hoping to figure out where the Pony of Shadows was, she had to make up for her mistake, and she would not rest until it is done.


Lastly, at the lab of Doctor Hooves, he and Reed were just about done with their project, and it might be successful.

"The time is nearly here, soon we shall properly ensure the safety of Equestria!" Doc said.

"I don't know about this, I mean, I understand what Tony is trying to do but..." Reed started to have some second thoughts about his plans.

"Reed my pal, you don't need to worry, this is just a simple security measure," Doc said. "It's to keep everyone safe."

"I guess so, Tony knows what he's doing, and if he asked me to help it's because he trusts me," Reed said. "I just feel like this is more of Hank Pym's department than mine, and even he made a mistake in this design.”

"Well a practice run wouldn't hurt, and I promise that if things go wrong, I will immediately pull the plug," Doc said. "I do have a child on the way, I would never do something to endanger that child or the lovely mare who carries that child, the one I affectionately call my wife."

"Speaking of wives and kids, I hope Sue and Franklin have been having fun here, I feel bad being cooped up, honestly I lose so much track of time," Reed said.

"I know that feeling, once this is over, I suggest we take our ladies out for a night on the town, remind them that they come first in our lives," Doc said.

"Yeah, that sounds like a great idea," Reed said. "Marriage is sacred, it's something my best friend since childhood has had the luxury of being graced with."

"You mean Ben Grimm correct? The big rock fellow? I am happy for his happiness, as well as his newlywed wife," Doc said. "Now Reed, let us put the finishing touches!"

Reed agreed, almost reluctantly. Tony told him it'd be fine, Doc seemed confident, so he should be fully on board, after all, it is for the safety of this world, and it could eventually benefit his own. He had to try for the sake of his wife, his son, his best friend, his brother-in-law, and everyone else he cares for, just a Doc tries hard for his wife, his adopted daughter, and his yet-to-be-born child.

However, some changes can lead to catastrophic trouble, and crumbling foundations finally break apart.