Spiders and Magic: Civil War

by Masterob


Other Side of the Coin

The following morning, Peter had come downstairs from his room. His wife never came to bed and he was worried.

He spotted her in her seat, reading vigorously, from the stacks of books on the side, it looks like she's been reading a while now.

"Twilight?" Peter said, getting her attention.

"Oh, hi Peter, what are you doing up so late?" Twilight asked.

"Uh, it's morning...were you up all night?" Peter asked.

"Morning time already!?" Twilight checked her clock; indeed it was the early hours of the morning. "Huh, oh I didn't realize I was down here for so long."

"Twilight, what could be so important that you pulled an all nighter?" Peter asked.

"Oh nothing, I was just reading up on anything that can help me stop the Pony of Shadows, like what the magic may have originated from, or any source of power he might need," Twilight explained.

"That's very resourceful of you Twilight, but it really isn't worth you skipping sleep like this, take it from me, pulling all nighters is not fun," Peter said.

"It wouldn't be the first time," Twilight said, following the statement up with a yawn. "Well, I should get back to it, I want to finish up before I head to the school and see if I can catch up on things there."

"No way, you're tired, you need sleep," Peter said.

"I can just have a coffee or something, I'll be...be..." Twilight began nodding off before struggling to stay awake. "Uh, what were we talking about?"

"Twilight, you need to go to bed, now," Peter ordered.

"I can't, I have too many responsibilities, I can't...can't..." Twilight began nodding off again, trying hard to stay awake.

Peter trotted over to his wife, standing on his hind legs as he gently lifted her into his forelegs, "I love that you work hard but even the smartest person needs to rest their body and mind. Might be hypocritical coming from me since I know I'd do the same thing, at least I can prevent others from making my mistakes."

Peter then carried Twilight upstairs to their room, doing his best not to move his wife too much, passing by Mayday's room, the young filly taking note of what her father was doing.

"Oh right, I wanted to practice walking like that, but Franklin can't show me his powers again, so it might be pointless," Mayday said. "Still, it would come in handy if I ever wanted to go to his world."

In the shared bedroom, Peter laid Twilight down, allowing her to get some much-needed rest. "Starlight and I can take care of what you need to get done, get some sleep."

Peter made his way back downstairs, placing some of Twilight's books back, knowing his wife wouldn't want to leave a mess behind. "I should get Aunt May to cook Twilight’s favorite breakfast."

Before he could head into the kitchen, he heard a knock on his door, he opened it to reveal Starlight, "Hi Peter, just came to check up on Twilight."

"She's asleep, you'll have to do that later," Peter explained.

"Wait, she's asleep?" Starlight checked her watch. "That's surprising, she's usually an early riser."

"Well she pulled an all nighter so I sent her to bed," Peter said. "She's still trying to find out some information about the Pony of Shadows."

"The Pony of Shadows?" Starlight asked. "From Starswirl's books?"

"Yeah, when she brought back Starswirl and the Pillars, she brought some old villain back," Peter said. "She's under a lot of pressure to find out where he might have gone, so she overworked herself. Now, I know you're still acting as Headmare in Twilight's absence but would you have time to do a little research as well? It would really help out Twilight, and I can help with school business."

"Oh, totally, I'd be happy to help any way I can," Starlight said. "May I come in and see?"

"Be my guest, this is technically a library," Peter said.

"I've always wondered, is it a bother when ponies come here to rent books even though you live here?" Starlight asked.

"Sometimes, but this place is pretty big, well bigger than it was when I first moved in," Peter said, "With my aunt living here, having two kids, plus another couple with their own kid, and Trixie, we needed the extra space."

"You even let me live here, though I've settled in one of the dorm rooms so I'm not a distraction," Starlight said.

"You're no distraction, Twilight and Trixie really like having you around, and you're a real help," Peter said.

"It's the least I can do after what I did in my old village," Starlight said as she grabbed some books. "I'm still a little embarrassed by it."

"Everyone makes mistakes, what matters is you became a better pony in the end, that's admirable," Peter said. "Even Gambit had to turn his life around at one point, same with Trixie."

Starlight began looking through some books, hoping to find the answers she promised Peter, "Hopefully this won't take too long, I imagine Twilight struggled due to her not knowing too much about old Pony-Latin, I should probably give her a crash course soon."

"She'd love that for sure," Peter said. "It's weird, I almost never considered the different languages this world would have. I mean, pretty much all the ponies speak English, or Ponish, as well as pony versions of other languages like Spanish and French, but to have your own language. I mean my world technically has other languages, well maybe not my planet but I doubt anyone in Equestria speaks Groot."

"Groot?" Starlight asked. "Do you know it?"

"No, very few know it, honestly it's not even much of a language, an alien I know constantly says 'I am Groot', but he means different things each time. His friend Rocket understands him and I think Thor does too, but it's a tricky language to learn."

"How many languages do you speak?" Starlight asked.

"Uh, well English for starters, I know a bit of Spanish and Italian, but that's probably it," Peter said. "I can't speak French like Remy does, or German like Kurt does, or even Mandarin like Chun-Li."

"Well no one needs to learn every language, but it helps to know more than one," Starlight said.

"Capcom believes so, I'm convinced everyone in that Universe can at least speak both English and Japanese," Peter said. "Actually it's a recurring joke among my fellow Marvel buddies."

"Do you think they'll come back to Equestria again?" Starlight asked.

"I hope so, I mean it hasn't been that long since the portal to their world was deactivated, I mean we could access it from my world, assuming that wasn't shut down either," Peter said. "I'm actually convinced Capcom could come back whenever they want, they're just respecting what Princess Celestia wants."

"That proves they're respectful at least," Starlight said. "Of course I don't really know them well, I've only been told about them for the most part, and have only seen them in social gatherings."

"You should have been here during the initial invasion," Peter said. "It was chaotic."

"Well I definitely heard about it, I remember about several years ago, I ran into a pony who said he's from another world, and given what had just happened, I guessed he was from Capcom," Starlight said.

"Do you remember what he looked like?" Peter asked.

"Yes, he had sunglasses and a large black coat with a blonde mane," Starlight said.

"Sounds like Albert Wesker, that guy gave me trouble for sure, he's one of my most dangerous enemies from outside my realm," Peter said.

"Possibly, I am ashamed to say that I found myself enamored with him," Starlight said, blushing a bit. "I mean, I'm may past that but he had this charisma to him. He told me about how he wants to create a perfect world where only the strong survive, it seemed almost similar to my goal of equals. I think he even wanted me to join him, if things turned out differently, we would have met much sooner, still enemies, but with a different ally."

"Well you went from potentially teaming with a wannabe God to an actual God, so at least you upgraded," Peter said.

"Yes, I have," Starlight said. Soon feelings of eerieness passed through Starlight, the mare starting to remember certain things. "Hey, Peter, you're strong right?"

"Uh, I think so?" Peter said.

"I mean, you're really strong, right?" Starlight asked. "Like you can take on an army if you needed to."

"Depends on the army, I'm not Superman or anything," Peter said. "I can't fly around and use laser beams to knock villains out, or use super breath to blow them away, or even freeze them, though Bobby can so we're covered in that department."

"I mean, what if..." Suddenly Starlight got a headache, much to Peter's worry.

"Hey, are you alright?" Peter asked, gently rubbing her head.

"Don't give away too much, otherwise things will get much worse..."

"I...I can't..." Starlight sat back, trying to calm herself.

"What's wrong? Tell me," Peter urged.

"I..." Starlight's headache stopped, at least for the moment. Seems like despite her loyalty switch, she is still at the mercy of Discord and his villains. "Sorry, I just had some bad memories. I just need you to tell me that no matter what happens, you'll be safe."

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

"Do you promise?" Starlight asked, looking him in the eyes. "Be safe, please. I don't want anything bad happening to you or your family."

Peter wasn't sure where this was coming from, but given Starlight's villainous past, and the fact that she's likely interacted with others on the path of evil, something about her may be a bit abnormal.

"I promise, we'll all be safe," Peter insisted. Suddenly he found himself in a hug from the mare. This felt a bit unusual, while he's friendly with Starlight, she was closer with Twilight and Trixie. Of course she seems worried, and if a hug would make her feel better, it's his job as a hero and a friend to calm those worries. Peter returned the hug to Starlight, gently stroking her head. "Hey, do you need a break too?"

"No, I'm fine," Starlight said, pulling away. "Sorry about all that, I guess I'm just a bit worried with all the things that have been happening lately."

"Well that's why Tony's been working hard, to keep Equestria safe," Peter said. "I mean, I think his Accords thing needs a bit of work, I'm hoping Cap's helping with that. But I'll do my best to help too."

"I'll be there to help you if needed," Starlight reassured.

Within moments, there was a knock on the door, Peter trotted over to answer, "Oh, hi Starswirl."

"Peter Parker..." Starswirl greeted, the old wizard being joined by his fellow pillars as they made their way inside.

"Oh wow! Is that really Starswirl?" Starlight asked, trotting towards the old wizard. "Hello sir, I'm Princess Twilight's assistant, Starlight Glimmer. I helped her decode your old journals."

"You actually understood his horn writing?" Flash jokingly asked.

"Oh it wasn't so bad," Starlight said. "It's an honor to meet you all, especially you Starswirl."

"Yes, very well then," Starswirl said, paying little mind to Starlight as he focused back on Peter "Has your wife gained any useful information about the Pony of Shadows?"

"You can ask her, but she's asleep right now so I would wait," Peter said.

"Asleep!?" Starswirl asked. "Equestria's future is at stake and she's asleep? To think ponies of this time could be so lazy."

Peter's eye twitched slightly, a hint of fury tightening in his chest. "Lazy? Twilight is anything but lazy, she defines hard work.”

"Well she certainly isn't working hard right now," Starswirl said.

Peter took a breath, he would rather not yell right now, mainly since he wants to be considerate to Twilight, Benjy, and anyone else in the house who might be asleep, "Alright, here's the thing here pal. My wife is a Princess, she should be respected. The reason she's a Princess is because she figured out a Cutie Mark spell that you've been spending forever trying to figure out! So I would dial back the attitude."

"You certainly are protective of your wife," Starswirl said.

Peter face hoofed in annoyance, "No duh, it's my job as her husband. Look, Twilight pulled an all nighter trying to find the information you wanted. The reason she's asleep now is because I asked her to go to bed. Believe it or not, my wife has a bunch of obligations to attend to, whether it's running a school, Princess duties, helping our community, or being a mother to our daughter and our newborn son. So sorry she's not able to find information about somepony you yourself should know more about."

"I know plenty about the Pony of Shadows, the one I used to call my apprentice, Stygian," Starswirl said. "The boy was jealous of our power, so he sought out the darkness to consume him and gain power."

"Darkness? Like Nightmare Moon? Or even the Symbiote? Wait the symbiote wouldn't be in Equestria a thousand years ago, would it?" Peter focused back on Starswirl. "So this Stygian guy powered himself up with Darkness? Out of jealousy?"

"He was a weak Unicorn who clung to our side, desperate to be as great as us, and his jealousy was his undoing," Starswirl said.

"It was so strange, Stygian was such a nice stallion, I don't know what could have caused him to turn to darkness like that," Meadowbrook said.

"Maybe there's a reason, have you tried talking with him? Seeing if you can come to agreement?" Starlight asked.

"There is nothing to discuss, he chose the path of evil, I have no sympathy for him," Starswirl said.

"But, what if he's really sorry and promises to be better," Starlight said.

Starswirl scoffed at the idea, "As if a villain can change."

That did bother Starlight, given that she's reformed, she figured this Stygian fellow could get better too. "But..."

"I have no time for this, looks like we'll have to do all the work," Starswirl said..

"Be my guest," Peter said. "Starlight, why don't you put those books aside and go check on the school, classes should be starting up soon."

"Sure, alright Peter," Starlight said, awkwardly exiting the library, still surprised and disappointed by what she was seeing from Starswirl.

"What is that school like if I may ask," Somnambula asked.

"Twilight's school?" Peter replied. "It's a great place, good for ponies and other creatures who want to learn about Friendship."

"That sounds like a marvelous idea," Mistmane said.

"If you ever want to do a guest lecture, I bet that would really make Twilight happy," Peter said. "You can tell stories of what Friendship was like during your time."

"Story time eh?" Rockhoof asked. "That sounds like a rousing good time, being able to pass on what we know to help the future generation."

"That sounds great and all, but if we don't locate Stygian, there won't be a future generation," Starswirl said. "Hop to it."

"Boy, you're really on a mission," Peter said.

Moments later Trixie had come down with Mayday following. She took note of the visiting Pillars, "They're here early."

"Are those the Pillars that mom mentioned?" Mayday asked.

"Yeah, that's them," Peter said.

"Oh, who's this little filly?" Meadowbrook asked.

"That's my daughter Mayday," Peter introduced. "Mayday, meet Mage Meadowbrook, Flash Magnus, Rockhoof, Mistmake, Somnambula and Starswirl."

"Hello young lass," Rockhoof said.

"So nice to meet you," Mistmane greetetd.

"Yeah, you too," Mayday said. "Daddy, I need to use the glider today, I promised Frankie I'd show it to him up close."

"Uh, sure, just promise you'll be careful," Peter said. "In fact, make sure you have parental supervision, maybe from Susan and Derpy."

"Sure thing daddy," Mayday said, making her way to the lab.

"She's adorable," Meadowbrook said.

"Yeah, she is, smart kid too, Twilight and I have homeschooled her for years," Peter said.

"She doesn't go to that school?" Flash asked.

"No, she never really had interest in going, and since Twilight and I have her education covered, there was never a reason to send her there," Peter said.

"Honestly, I say send her now. The point of school is socialization," Trixie said. "She should want to socialize, it's good for her."

"I don't disagree, but she's really not interested in going. Plus she's probably embarrassed to go to the school where her mom's the headmare, and I don't want to risk her getting teased or bullied over it," Peter said.

"Teasing? Bullying?" Meadowbrook asked.

"Isn't it a School of Friendship?" Flash asked.

"Yeah, but that doesn't mean everyone's friendly," Peter said. "A fight nearly broke out during the first week, and according to Starlight, some students are not quite getting the whole Friendship thing. I'd rather keep my daughter from that if I could."

"I think you're being a bit overprotective with her, Peter," Trixie said. "It's really not that bad of a place."

"Well, maybe when she's a bit older then," Peter said. "For now, I want to see how well she continues to socialize with Franklin."

"At least she's making great strides with him," Trixie said. "So, Peter, any plans today?"

"Well I was gonna see the heroes in Manehattan, and keep trying to get Felicia out of the dungeon," Peter said. "Plus I wanted to stop by the Apple Family Barn and check on Apple Bloom."

"Sounds like you'll be busy as usual," Trixie said.

"When am I not?" Peter jokingly stated. "But, for now I should stick around and see if I can look into this Pony of Shadows business myself."

"Or I can help the Pillars, you can at least check on Apple Bloom, see if she's doing better," Trixie said.
"
"Sure, if you're alright with that," Peter said.

"It's fine by me," Trixie said.

"Alright, well Derpy and Susan should be here later on, if I'm not back, make sure Mayday doesn't do anything too reckless with her glider, and tell her to wear a helmet, Franklin too," Peter said.

"You got it," Trixie said.

"Here," Peter handed her a walkie-talkie phone. "Call me if you need anything."

"What in the world is that?" Flash Magnus asked.

"Modern day communicator," Peter said. "Seems like there's a lot you need to be clued in on in regard to modern day tech."

"Not that there is that much in the first place," Trixie said.

"There's just enough," Peter said, making his way out. "See you later."

"Quite the busy pony he is," Meadowbrook said.

"Yes, very busy," Trixie said. "A great hero, a great father, a great husband, and a great friend."


At the Canterlot Dungeon, Felicia is seen eating her food, still counting the days to her Freedom. She suddenly heard a familiar voice. "Hello Black Cat."

"That you Cap?" Felicia asked, turning toward the hero.

"I'm just here to let you know that your freedom is imminent, you will not be here much longer," Steve said.

"Well that's good," Felicia said. "How can you be so sure?"

"I have my ways," Steve said. "Try to stay out of trouble until then, I promise this nonsense will all be over."

"You seem determined," Felicia said. "I like that in a guy."

"Yo Cap! What about us!? Taskmaster shouted. "How long we gonna be in here!?"

"I'll see what I can do for the rest of you," Steve said, about to make his way out of the cell when he noticed someone familiar. "Flint..."

Sandman turned his attention to Steve, "Cap..."

"I'm sorry I haven't been around much to see you, maybe it's because I hate seeing you back in this lifestyle," Steve said. "You have so much better potential, why waste it on petty criminal acts?"

"Truthfully Cap, it's a question I ask myself a lot," Sandman said. "I guess in the end, I'm just a lost cause."

"Don't say that, you have worth, even if you don't see it," Steve said. "My promise to Felicia extends to you. I believe you deserve better than this. At least do it for your daughter, she must miss her father."

Sandman grimaced in shame, thinking over the girl he feels like he failed, "Feeling's mutual."

"Steve?" Celestia said, making her way down to the dungeon.

"Hi Princess, just catching up with old friends," Steve said. "Surprised to see you here, usually you send a guard to the Dungeon."

"I thought I'd stretch my legs," Celestia said, looking around at all the villains. She laid her eyes on Black Cat, "Felicia..."

"Hi Princess," Felicia responded.

"How I wish I could get you out of there," Celestia said.

"Well, not to state the obvious, but can't you?" Felicia asked. "You're the Princess."

"If it were that easy, I would have done so long ago, but lately Tony Stark unfortunately has a say, it is part of the Accords," Celestia said.

"Since when?" Steve asked.

"He approved a rule recently, that any issue regarding the Accords is under his authority and jurisdiction, that even I cannot overrule it," Celestia said. "Luna had approved the rule as well."

"But you're Princess too, if you're not ok with any of this, you can say so," Steve said.

"I spent so long wanting this type of order, what would it say about me if I just turned on it?" Celestia asked. "I'd be hypocritical."

"No, you'd come to realize that this isn't the way to do things," Steve said. "Celestia, answer me this, are you happy with how things are?"

"Well...not entirely," Celestia said.

"Then do something about it! You have the power!" Steve said.

"I...I do want to help but..." Celestia sighed in shame, "I guess I truly am not fit to rule Equestria. I should have retired long ago."

"No, you are fit to rule, if you're this worried it's because you care that much," Steve said. "Don't let what Carol said before get in your head Princess! You are a good ruler, maybe not perfect but there's no such thing as perfection. You have the power to change the Accords, you should-"

"Ahem," Came Tony Stark's voice as he made his way over with Luna and Spitfire. "Wow, this is a weird place to have this conversation. Sup boys?"

"Screw you Stark," Taskmaster said.

"Look, Celestia, I know you're worried, but you also need more faith, remember, this is what you wanted," Tony said.

"I know but...I'm having second thoughts," Celestia said.

"You're having second thoughts over one girl?" Luna asked. "A pretty thief you hired? Are you that surprised she caused the destruction of Las Pegasus?"

"It wasn't all on me, blame Celaeno," Felicia said.

"Can it, you," Spitfire warned.

"It's not just Felicia," Steve said. "Look, Tony, we're just worried for the future, not just Felicia, but the incident at Manehattan, and Johnny being benched. Plus, that threat you gave to Gambit and Jubilee about incarceration. Back then, I took it as a joke, but now with Felicia, I'm not so sure anymore."

"I think you're overreacting," Tony said.

"Over..." Steve groaned in frustration. "If a building's foundation has some cracks, do we just wait until it gets worse before you fix it!? No! You fix it before it spreads! This seems little now, but little things become big things. I'm trying to help you nip this problem in the bud. We shouldn't have to wait until things go bad before we do something about it"

"Sometimes they have to go bad because you need the proof," Tony said.

"Wh-Huh? This...this isn't like you Tony, what's happened to you?" Steve asked. "Are you that blinded by this ambition? Is this Carol getting in your head, like...what's happening?"

"Steve, everything we do now affects the future, I am aware of 'little things', that's why my Accords are preventing them, I know what I'm doing," Tony said.

"I just don't want you to 'baby-proof' and entire country, it's gonna backfire," Steve said. "Look, let's look over The Accords again."

"It's fine, look let me handle it, you just stand around and look pretty with your shield," Tony said. "And Celestia, remember, you wanted this."

"Don't screw anything up Celestia," Luna warned.

"Luna, that's no way to speak to your older sister," Steve warned.

"Stay out of it, Captain," Luna warned.

"Come on, we gotta contact these heroes to find that Pony of Shadows," Spitfire said. "Plus the stench of this place reeks."

"Jerk!" Taskmaster shouted.

Steve face hoofed in annoyance, "What do I do? If I do nothing, something bad's gonna happen, if I do something, it might make things worse."

"Follow your gut Cap!" Taskmaster said. "Listen, we may be enemies, but I respect a guy like you, because you take charge. You're a leader. Don't let some prissy rich boy tell you how things get done."

"You too Celestia," Felicia said. "Do what you think is right for your country."

"I really want to. But there's nothing I can really do," Celestia said. "Steve, my hooves are tied, I might need to leave True Freedom to you."

"Huh? True Freedom?" Steve suddenly began to wonder what she meant.

"You're a smart man, I know you can figure something out," Celestia said.

Steve tapped his head, seems like Celestia was speaking in a riddle. He just hoped whatever he figured out was what she truly wanted.


Meanwhile at the Wonderbolt Academy, Rumble is seen polishing his badge, wanting it nice and shiny as it represents all that is important to him, and a vindication of his worth.

"Hey Rumble!" Silverstream called. "It's time for our drills."

"Yeah, alright," Rumble said, placing the pin away and going to meet his partner.

"So, how are you feeling this morning?" Silverstream asked, walking with Rumble toward the obstacle course.

"Alright, I guess," Rumble said.

"That's good, so...feeling confident about today?" Silverstream asked.

"What's today?" Rumble asked in return.

"Well, I heard rumors that Spitfire is promoting some Wonderbolts early, Night Glider already got sent to Manehattan to work alongside some heroes there! We could be next!" Silverstream said.

"That seems unusual, the way Cloudchaser made it sound, it usually takes longer, and even if you graduate from the Academy early, you're just placed on stand-by," Rumble said.

"Well I guess things are different with Tony Stark helping run things," Silverstream said. "Imagine if we get sent to a town! We'd be Superheroes!"

"That is why I signed up for The Wonderbolts," Rumble said. "It’s my chance to be as great of a hero as Peter."

"You really look up to him," Silverstream said.

"Of course, like I said before, he and Twilight took me in when things were tough for me, Peter is the type of guy I want to be more like," Rumble said.

"I like him too, he's really kind and sweet, Silverstream said. "Cute too, if he were single...oh, never mind, like I would have a chance with Spider-Mane. He's too charming, and way out of my league."

"Aren't you a Princess or something?" Rumble said. "Technically you would have a chance with him."

"Well there's that, but would he even find me pretty?" Silverstream wondered.

"He doesn't care about that stuff, he values personality over looks, and you're...kind of nice, I guess," Rumble said. "Don't get me wrong, you can be a pain in the butt to be around, but you could be worse."

"Aw, are you trying to compliment me? Thanks," Silverstream said, rubbing his mane.

"Get off me," Rumble said, slapping her hoof away. "I'm just speaking objectively, it's not like I actually like you."

"Still, I do appreciate you thinking I'm nice, at least I have good personality for a pony," Silverstream said.

"Well...you're also...not unattractive," Rumble said. "If that's any consolation."

Silverstream started giggling at Rumble's reaction, "Alright Mr. Tough Guy, I'll take your word for it."

Rumble growled under his breath, "Stop messing around, just get your flank to the obstacle course, there's still a few things I want to teach you."

"Speaking of teaching, I wonder how my friends are doing?" Silverstream asked. "Right about now we'd-"

"Be in class..." Rumble finished. "You say this every day, I get it. You're in Twilight's school."

"You're not jealous, are you?" Silverstream asked.

"N-no, of course not," Rumble said.

"Well if you do want to join, I could recommend you to Professor Sparkle, we could be classmates! Then we wouldn't have to separate," Silverstream said.

"What do you mean separate?" Rumble asked.

"Well, if we get promoted to Wonderbolts, our duo might be broken up, we may get assigned to different towns," Silverstream said. "I know we don't always get along, but it's fun flying with you. I mean, you're so talented and I want to be as cool of a flier as you are. More than that, I still want to get to know you more, so we can be friends."

"You really think I'm cool?" Rumble asked, almost hopefully before shaking it off. "I mean...what makes you think we'd be friends? I'm only helping you because it's benefiting me, that's all there is to it."

"Rumble..." Silverstream somehow felt this wasn't totally honest, Rumble was clearly hiding his feelings.

"We're wasting time, just hurry up, and stay focused on the task ahead," Rumble ordered.

"Uh, sure," Silverstream said, following Rumble. Despite his tough demeanor, she feels confident that she could break past it and make a friend out of him yet.


In the depts of Tartarus, Goblin is seen soaking his face near a pond of water, not the purest water but whatever works to reduce some heat he felt.

As he washed his face, he started hearing a strange voice, "Goblin...Goblin!"

"Who's calling me?" Goblin looked around until he heard his name called again.

"Goblin!"

The Green Goblin looked down and spotted what looked like himself, "Osborn? Ugh, is this another one of your rants about the sacredness of human life?"

"Give me back control this instant! End this nonsense!" Norman shouted.

"I could do that, or I could continue my ambition for multiverse domination," Goblin said. "I came this far, I waited this long, you really think I'll give it all up now!?"

"Why are you doing this!? This is not why you were created!" Norman said.

"Isn't it though? You wanted greatness after all, you wanted immortality, and now you can have it for just beyond science," Goblin said. "Taking over the multiverse is the greatest feat one can perform, this could lead us to greatness, and you would throw that away over the weakness of sympathy? How could such a brilliant mind be so foolish?"

"You're the fool Goblin, this will not go how you want it to!" Norman said. "Things can be different! My family! My son Harry! Don't you want to see him again? Don't you want to see how his life is with Liz? She just had a baby, a lovely baby boy. He named him after us, doesn't that mean anything? Don't you want to see him? Can you let me see my grandson?"

"Oh you'll probably see that kid once we invade Earth," Goblin said. "Can't promise he'll live very long."

"Goblin!" Norman shouted, struggling to retake control. Unfortunately, he once again faded away in the subconscious of the Green Goblin.

"What a pest, Gods like me have higher goals than foolish sentiments," Goblin said, returning to the planning boards of the coming invasion.


During all this, the Dazzlings were playing a game of Poker with Shocker, Electro and Mysterio.

"You all in? Or are you folding?" Shocker asked.

Electro looked a bit disappointed, "Eh, I'm out."

"Same," Aria said.

"Uh...I'm out too...or maybe I should take a chance, it could be good," Sonata said. "But I might lose, and-"

"Oh just play it, honestly it's not like there's money involved," Adagio said.

"Yeah, we're literally playing for rocks," Shocker said, gesturing to the pile. "This isn't as fun without a little gambling."

"We could bet our food," Mysterio suggested.

"No way, food's scarce enough as it is," Aria said. "Anyone comes near my stuff is gonna bleed."

"Wouldn't want to mess with that," Electro joked.

The villains who were in played their set, Mysterio winning with a Royal Flush. "A performance befitting a King and Queen."

"Enjoy your rocks, Quentin," Adagio said, groaning in annoyance. "This is a waste of time; I just want to go out there and do something! Anything!"

"Be careful what you wish for, we might get sent to check on Goku Black again," Electro said.

"I almost want to go back to that world, the negative vibes were like an all-you-can-eat buffet," Adagio said. "I saw it radiating off that boy with the sword, even for a brief second he seemed too full of grief and negativity."

"He seems like a hero type, especially with that sword of his," Shocker said. "Looked like something out of a video game."

"He looked kind of cute actually," Sonata said. "Think he's single?"

"Considering we're trying to recruit his enemy, I don't think he'd be interested in you, Sonata," Shocker said. "Plus a guy like him probably hates the likes of us."

"Who doesn't hate us? It's our whole lives," Electro said. "I was treated like trash even before I got my powers, I was just some loser with a dead-end job engineering. Of course that is how I got my abilities, so it had some pay-off."

"How exactly did you get your powers?" Sonata asked.

"While I was fixing a power line, I got struck by lightning," Electro said. "I should have died that day, but my powers turned me into what you see now, a living electrical capacitor."

"I can't believe you actually got struck by lightning, that's some insane luck," Adagio said.

"Well it wasn't fun at first, my body was glowing, I looked like a freak, I couldn't even enjoy a damn cup of coffee," Electro said. "Where I'm from, looking like a freak gets you judged, just as the X-Men, just as Spider-Man. To this day I don't get why he cares so much about a public that constantly slanders his name."

"Tell me about, that faulty newspaper company kept saying he was our teammate or something," Shocker said. "But we already know that place went bankrupt, like Octavius said, without Spider-Man, they're nothing."

"I wasn't going to take that, if people were still gonna treat me like a freak, like I was something scary, I might as well gave them what they wanted," Electro said. "First chance I got, I robbed a bank, I worked hard all my life, I deserved the extra money. Honestly, it's not even robbery, life robbed me, life takes away from me so I should have the option of taking it all back! If people want to take issue with that, well then, I have a 'shocking' retaliation for them. I'm not afraid to 'charge' in."

"Your puns are so bad, you spent way too much time fighting Spider-Man," Shocker said. "That kid can sure run his mouth."

"What about you Herman? How did you end up how you did?" Sonata asked.

"Well, like Max here, I was an engineer as well," Shocker began. "But, it wasn't exactly what I wanted. I wanted to do more, I wanted to be an inventor. I went to MIT, which is a prestigious college in my world. I worked my ass off for years, hoping to achieve the life that I wanted. I graduated, top of my class, showed off my inventions to some big companies, and instead of being hired as an inventor, my ideas just got stolen, bastards making millions of my hard work! So I took matters into my own hands! I decided if I wasn't going to be given what I deserved, I should take it. But that just got me beaten and incarcerated, ironic, I'm the victim and I end up going to jail, that's the government for you, if you're not rich, you're pretty much screwed over in life."

"Ain't that the truth," Electro said.

"While in the clinc, I crafted these gauntlets from scrap," Shocker said. "That's right, Iron Man ain't the only one who can do something like this, but he's a rich man with authority, so he matters more than a poor guy like me. But screw it, if they weren't gonna take notice, I was going to make them. I became Shocker, and I started taking back what was mine, and anyone in my way would get blasted."

"Wow, I can't believe all that happened to you, Herman," Sonata said. "That totally wasn't fair, you shouldn't be treated like that. Do the heroes even know that happened to you?"

"Pfft, the heroes don't care, they just want to beat up bad guys and stay in the spotlight," Shocker said. "They act all righteous but they're just as corrupt as everyone in society, we're all corrupt in our own way, some just mask it better than others. The sad thing is, even if one corrupt company goes down, two more take its place, money is power in my world, without the cash, you're no more worthy than these rocks we've been playing for,"

"Life favors the Stars more so than the Extras in the background," Mysterio said. "Sometimes you have to take center stage yourself to be of any worth, of course even that can go poorly."

"Why do you always talk like some old actor?" Adagio said.

"I have a passion for theatre, I was once a Special Effects Artist," Mysterio said. "Like Herman and Max, I wanted more out of life, why use my abilities for a small show when I can take a grand stage? With enough work, the entire world would be my Broadway show, with me as the center piece."

"You really have a flair for the dramatic," Adagio said. "I do respect that, I've taken center stage myself."

"Were you performers?" Mysterio asked.

"In a way," Adagio said. "There's a reason me and my friends are called 'The Dazzlings', we specialize in music."

"It's the name of our band," Aria clarified.

"Back in the day, the girls and I were doing what we do best, feeding off negative energy," Adagio said. "It may have caused some disturbances, but we need to eat, it's our right after all. Unfortunately Starswirl and his Pillars didn't see it that way, so we got banished to a human realm."

"You were on Earth?" Mysterio asked.

"Yes, not your Earth though, it was a parallel version of this world," Adagio said. "Except all the ponies were humans instead. Including Twilight Sparkle and her friends."

"So an alternate universe, but not a separate realm like Asgard, more like a separate timeline," Mysterio said.

"Exactly, so there's at least two different versions of Twilight Sparkle, and who knows, there might be more versions of Peter Parker, more versions of Tony Stark, even more versions of you guys," Adagio said.

"Hm, more versions of us," Mysterio said. "Why didn't I think of this sooner? I could have posed as a Mysterio from another dimension, one where I'm a hero."

"You think it would be that easy? Shocker asked.

"You doubt my acting skills?" Mysterio asked.

"Hey, I think he can probably pull it off," Adagio said. "You might just need to wait for the right moment."

"This is great, feels like we're getting to know each other better, like good friends," Sonata said.

"Don't get carried away Sonata," Aria said.

"Hey, there's something I've been meaning to ask," Shocker said. "Are there other sirens?"

Adagio went silent a moment, the girl seeming to be at a loss for words, "I don't know...I haven't heard from them in so long."

"It's strange, Discord hasn't even mentioned them," Aria said.

"I did ask him once a few years ago, he said he couldn't answer that," Adagio said. "I can't tell if it's because he genuinely doesn't know, of if there's something he doesn't want to tell us."

"Discord? Keeping secrets?" Shocker sarcastically stated. "Who would have guessed?"

"I will have answers, this invasion will be the start," Adagio said.


Nearby Discord was drawing out some maps, running some practice invasions in his head that he visualized with some illusions, trying to figure out potential weaknesses. His fighters were strong but he felt like he could use a little more muscle.

"Goku Black still needs a bit more convincing, I hope he takes my offer, though I do worry a bit about him betraying us, it'd be quite an inconvenience," Discord said.

"Worried, Discord?" Tirek asked, getting the creature's attention.

"Who me? Nonsense," Discord said. "I'm just...being real."

"Uh-huh..." Tirek replied, not believing that. "Well I got an interesting letter from Cozy Glow."

"Amazing how fast mail travels, of course you can thank my magic," Discord said. "Leaves less of a trace."

"Yes well, she spotted something quite interesting yesterday, a boy from Earth named Franklin Richards," Tirek said.

"Franklin Richards...hm, sounds familiar," Discord tapped his chin.

"That is the son of Mr. Fantastic and The Invisible Woman," came the voice of Annihilus, who was joined by Otto.

"He does not quite have his father's intellect, but he's still a gifted boy nonetheless," Otto said.

"Sounds nice, now what's this about?" Discord asked. "Is it another boy she wants to keep safe because of some innocent little crush?"

"Not quite, she mentioned something rather alarming about this child," Tirek said. "She spotted him with the daughter of Spider-Mane, showing her some strange power of his."

"Strange power you say?" Discord asked.

"According to this letter, Franklin Richards contains the power to alter reality itself," Tirek explained.

"Alter reality?" Discord asked. "How so?"

"It may be best if you just read us what she wrote," Octavius suggested.

"Yes, perhaps so," Tirek said, clearing his throat to read the letter out loud. "Dear Tirek...she keeps forgetting 'Lord'."

"Just go on with it," Discord said.

Tirek groaned and kept reading, "Today I saw something really special, a boy named Franklin Richards showed Spider-Mane's daughter a really neat trick. He turned them both into humans, it was super neat, I never saw anything like this. He told her he can alter reality to his liking, but sometimes it happens without him meaning to. His parents try to keep it suppressed but it sounds really hard. Still, this boy is strong, he might be stronger than even you, Discord or anypony else in Tartarus. If he wanted to, he could probably erase all of you from existence. He seems like too nice a boy to do that, but he just might, especially if his family is in danger. He and Mayday are both super worried about their parents, and he really seems to like her, so he'd do anything to protect her. He could be an ally, or an enemy, I'll leave it to you and all our imprisoned friends. Sincerely, Cozy Glow. PS, if you keep that boy alive, can you at least make it so all the boys I have a crush on like me back..."

"Is she serious?" Annihilus asked.

"Well she is a young teenage girl, it's to be expected," Otto said.

"I'm honestly not surprised, that boy Franklin has always been a bit of a mystery," Annihilus said. "Anytime he's involved, strange things tend to happen. I would not be surprised if he was the biggest reason I was defeated when I first came to this world, by his uncle no less."

"That combined with your new form could indeed have been your downfall," Tirek said. "I digress, Discord, what do you make of this?"

Discord seemed a bit nervous from this new revelation, if this was true, his plan may be in jeopardy. "Well, I must admit, this is a bit troubling. Otto, are you quite close with the Richards family?"

"Yes, Reed once needed my help during a very troubling time with him and his pregnant wife," Otto said, recalling such a moment of drama and heartache. "But, despite that, I do not know much about their family. For that, you may need to consult with Victor Von Doom, very few outside the Fantastic Four know that family as well as he does."

"Right, Doctor Doom," Discord said. "I have considered contacting him and getting him to join our cause."

"Doom is a proud man, not likely to work with others, he may be invested if it involves The Fantastic Four, especially their children," Otto said.

"How many kids do they have?" Tirek asked.

"Just two, a son and a daughter," Otto said.

"Be careful with the daughter, apparently Doom can be quite protective of her," Annihilus said.

"Protective how?" Discord asked.

"I did not ask for details, if you wish to know, contact Doom," Annihilus said.

"Right, I should do that," Discord said, still feeling quite frazzled. "For now, plans must move forward. I feel now we may need Goku Black more than ever, we must get him on our side."

"If Franklin Richards is a reality warper, you will need more than power," Otto said. "But I am willing to converse with this Goku Black fellow, send me to the Dragon World."

"That would be great," Discord said. "Bring Annihilus with you, see if he can help you be convincing."

"Sure, I could stand to stretch my legs a bit," Annihilus said. "Also, Discord. Remember my terms, if you do desire my help, I will need my army."

"I will open that portal to the Negative Zone, but only when the Invasion is set to begin," Discord said. "We will need as many in our army as possible, soldiers to march into battle."

"I can help with that myself," Tirek said. "As can Queen Chrysalis."

"Yes, of course," Discord said. "The more the merrier, maybe I'll even make an offer to that strange woman I met traveling through the Dragon World timelines."

"What woman?" Tirek asked.

"I must go now," Discord said, not even answering as he snapped away, needing to plan as soon as possible, the other villains feeling a bit concerned themselves.

"How would we combat one who can warp reality?" Tirek asked.

"Reality warper or not, he is a child, we must proceed with caution," Otto said.

"We'll use caution if needed, but I make no promises," Annihilus said. "If he proves to be a danger to us, we will do what we must to ensure our plan."

"That we can agree on," Tirek said.

Otto of course didn't seem on board with that, not that it mattered. He'll do what he must for the time being as well.


Elsewhere Chrysalis is seen taking some love magic from her Changelings, a round of them having gone and stolen some magic, albeit discreetly.

"It's hard rounding up the magic needed, especially with so many heroes in these nearby towns," Chrysalis said.

"My queen," came the voice of Pharynx. "I come with an extra abundance of love magic."

"Thank you, bring it here," Chrysalis said, taking a portion. "You did quite well."

"Thanks, it's about knowing where to look, some of these towns aren't guarded by heroes, some were guarded by Wonderbolts, but let's be honest, when have they ever been useful?" Pharynx said. "Slipping past them was easy."

"Indeed it was," Chrysalis said.

"Also...I passed by our old hive, it looks completely different now," Pharynx said. "Thorax really changed the place up, now it's all...friendly."

"Thorax...to think he is sitting on my throne, where I should be," Chrysalis said. "He's always been useless, of course he would jump at the chance of Spider-Mane's supposed peace treaty. We both know how that ended up."

"A dirty ambush, set up by The Avengers," Pharnyx said.

"Perhaps Thorax himself was in on this, he seemed a bit too friendly with Twilight Sparkle, and now he's the King?" Chrysalis grumbled in frustration. "I cannot wait for this invasion that Discord has planned, the first thing I'm doing is taking back my hive."

"I'm right there with you," Pharynx said. "They'll rue the day they betrayed our hive, and I'll make that traitorous brother of mine regrets crossing us."


At the Friendship School, Cozy Glow was staring off into the distance, overseeing the town of Ponyville. In her mind, she saw what she could be potentially ruling over, as its new Princess of Friendship, however those ambitions still seemed beyond her grasp.

Some of the things she noticed was all the families down below, colts and fillies being with their parents, all happy and playful, a strong feeling of family among the ponies of Equestria.

This tugged at Cozy a bit, she felt jealous of them, they're all happy together and all she has is herself. No family, at least that she knows of. She just remembers spending most of her life in a Cloudsdale orphanage. Perhaps her parents are deceased, or they just abandoned her. The idea of the latter filled her with rage, but it is not a fact she could prove, in a way, she's not sure if she really wants to know, the truth could be worse for her.

"Hey Cozy," Sandbar said, getting the filly's attention. At least that's one pony she can depend on.

"Hi Sandy, did you need me?" Cozy Glow asked.

"Me and the others are heading to the library for our group study session," Sandbar said.

"Oh yes, of course, I'll be over right now then," Cozy Glow said, trotting toward Sandbar. "It's a bit chilly today, isn't it?"

"Can't wait for Winter Wrap up, I want the springtime," Sandbar said. "Surprised you can feel cold, I heard that a Pegasus can withstand colder temperatures since they can fly up pretty high."

"I have good tolerance, not that I still can't tell if it's hot or cold," Cozy Glow said.

The two made their way through the school, passing by all the students and faculty, a few of the teachers being recognizable X-Men such as Hisako, Beast and Storm, visiting from their world as per usual, teaching students about Earth Cultures and Geography.

They passed by a few students as well, such as Rainbow Harmony, who got their attention. "Hi Sandbar! Hi Cozy!"

"Hi Harmony, we're on our way to the library, wanna join?" Sandbar asked.

"Thanks, but I have to get this paper to Professor Applejack," Rainbow Harmony said.

"Well you're welcome to join us later if you have the time," Sandbar said. "Our group always has room for one more."

"I'll keep that in mind," Rainbow Harmony said, trotting off.

"I like her, she's nice," Cozy Glow said.

"Cute too," Sandbar added.

"But, not cuter than me, right?" Cozy Glow asked, getting a laugh from Sandbar.

"It's not a competition, all girls have something cute about them, something that makes her special," Sandbar said.

"Well, what makes me special?" Cozy Glow asked, leaning closer to Sandbar.

"Your curls, your freckles, the way you say 'Golly', there's a lot about you to love," Sandbar said.

"Oh, you flatter me, Sandy," Cozy Glow said.

Sandbar and Cozy Glow eventually made their way toward the Library, where the rest of their friends were, with the exception of Silverstream of course.

"We're here," Sandbar said, taking a seat next to Ocellus, Cozy Glow immediately scooting between the two.

"Just in time, we were about to get started on some Loyalty work," Smolder said. "It would help if Professor Dash were around more often, or at least find a better substitute than Lightning Dust."

"Professor Dash is a Wonderbolt as well, and they've been pretty busy lately helping The Avengers," Sandbar said. "So she can't be around as often."

"Same with Professor Sparkle, I hear she's taking a lot of personal days due to her newborn son," Gallus said.

"Well that only makes sense, at least she tries to make time for us, but her son needs more attention than we do," Ocellus said.

"At least Trixie isn't so bad," Sandbar said.

"Speaking of Professor Sparkle, what do you think of her finding those old Pillar ponies?" Smolder asked.

"Pretty neat, maybe she'll bring them to the school or something," Sandbar said.

"You mean as students?" Gallus asked.

"No, as teachers, or at least guest lecturers," Sandbar said.

"They could teach us about old Friendship ways," Yona chimed in.

"I'd settle with learning anything about their culture from back in the day," Ocellus said.

"You think they could join The Avengers?" Cozy Glow asked.

"Oh that'd be cool, we all know how powerful Starswirl is, he'd be a great protector," Sandbar said.

"His magic combined with Professor Sparkle's would be amazing, especially with Peter by their side," Ocellus said.

"And think about this, Silverstream is training to be a Wonderbolt, she's gonna end up fighting alongside them one day," Gallus said.

"Think any of us should join The Avengers?" Smolder asked.

"Depends, it would be cool, but it might require work," Gallus said.

"Yona join, Yona smash, like Hulk! And Thor!" Yona said. "Yona want to be like Thor, use his hammer."

"I'm not much for fighting, I'd love to help them any other way I can though," Ocellus said.

"But you're strong Celly," Cozy Glow said. "You saved me from that mean tiger."

"That was just to protect you," Ocellus said, playfully booping Cozy's nose. "I didn't want you to get hurt."

"That makes you weally amazing," Cozy Glow said, then turned to Sandbar. "What about you Sandy?"

"Uh, that's not for me, I am not a fighter," Sandbar said.

"I bet you're more of a lover," Cozy Glow said, eyeing Sandbar with admiration.

"I'd like to be," Sandbar said, blushing a bit. "Plenty of pretty girls in this school."

"Dude seriously, fantasize another time," Gallus said. "For as much as you talk about girls, I've never seen you even ask one out."

"That's easier said than done," Sandbar explained. "I mean, could you just walk up to a girl and start asking her out?"

"I would if I had the time to," Gallus said.

"You boys should try it, I think a lot of girls may find you appealing," Ocellus said.

"Well, what would you like in a guy?" Gallus asked. "All of you girls, what are you looking for exactly?"

"I'd like a guy who's honest with himself, one who has no secrets and is always willing to open up," Ocellus said.

"Someone strong and determined," Yona said. "One who is also confident too."

"I wouldn't mind someone who values me as much as any treasure in the world," Smolder said.

"I want someone to treat me like a Princess, like I'm the most special girl in the world," Cozy said.

"Interesting answers," Sandbar said. "Kind of wish Silverstream were here though, I'd like to get her input."

"We can ask her later," Gallus said.

"So, what do you boys want in a girl?" Cozy Glow asked, nuzzling against Sandbar. "Anything stand out to you?"

"Just give me a nice, chill girl who enjoys a good time," Sandbar said.

"I don't have many preferences, just give me someone who isn't annoying," Gallus said.

"I can respect that, Gallus," Smolder said, then turned towards the two ponies in the group. "Also, is anyone going to acknowledge how weird Cozy Glow is being?"

"I'm not being weird!" Cozy Glow snapped.

"You're getting really clingy to Sandbar, more so than usual," Gallus said. "What's up with that?"

"No reason..." Cozy Glow insisted.

"It's like you're suddenly enamored with him, even though not too long ago you were enamored with Rumble," Smolder said.

Cozy Glow started blushing a bit, "Rumble's nice...but he's got other things to worry about."

"You mean like the fact that he got Apple Bloom pregnant?" Smolder asked.

"Then she dumped him," Gallus said.

"She didn't dump him, she just doesn't want to see him right now," Ocellus said. "She's a little depressed, even her friends can barely see her."

"Rumble can barely get near the house without fear of making the Apple Family unhappy," Sandbar said. "Professor Applejack is a strong mare too, I don't think he wants to risk being on the receiving end of one of her buck kicks."

"Eh, I'd be more worried about Gambit," Smolder said. "He can make things explode with a single touch."

"Neither of you are giving enough credit to Big Macintosh though," Gallus said. "That guy's huge!"

"I feel kind of bad for Rumble," Ocellus said, gaining a look of surprise from most of her friends.

"Why? He deserves this," Gallus said. "He's been nothing but a jerk the last few weeks, I call this karma."

"I know he's been unkind, but I can't help but feel empathetic," Ocellus said. "He is going to be a father, and it seems wrong that he feels like he can't get close to his girlfriend."

"I get what you mean, this is just going to make him more bitter," Sandbar said. "I hope Silverstream is handling him just fine."

"She's fine, it sounds like Rumble's just being a pain in the neck to work with, but he's not actively being mean to her," Ocellus said.

"He better not, unless he wants a singed mane," Smolder said.

"Also what difference does it make if he's gonna be a father?" Gallus asked. "Like since when does being a parent matter?"

"Gallus, come on," Sandbar said.

"I'm serious, I mean my parents never gave a crap about me, you really think Rumble's gonna be any better of a father?" Gallus asked. "Guy's gonna be a dead-beat dad, count on it."

"Don't say that you want his kid growing up with something like that?" Sandbar asked. "Try to at least hope for the better, for Apple Bloom's sake."

"Seems impossible," Smolder said.

"I think Rumble and Apple Bloom should work things out," Cozy Glow said. "Last thing we want is for that baby to have to be given up for adoption because his or her parents couldn't afford to be together."

"That baby is not ever going up for adoption, Apple Bloom lives with her family and they're really tight knit," Gallus said. "She's got her sister, her sister's husband, her brother, her brother's wife and her grandmother with her, plus recently they got what looks like some type of maid!"

"Sugar Belle isn't their made, she just helps take care of the farm while she trains with Gambit to fight," Sandbar said.

"Still seems like a maid, point is she has all of them, so she's not alone," Gallus said. "I say she breaks it off with Rumble and finds someone else to be with. She's only a few days pregnant, she's got the looks to find another stallion."

"One who won't mind her being pregnant," Smolder said.

"Look, let's just drop it, we still have to do some actual studying," Sandbar said. "We've gotten way off track here. Let Rumble and Apple Bloom figure this out."

"Fine, I'm just saying, kid doesn't need both parents," Gallus said.

Cozy Glow huffed in annoyance, glaring right at Gallus, "Just because you hated your parents doesn't mean everyone should, Gallus. You're luckier than I am, your parents are alive."

"Hey if you want parents so bad, you can have mine," Gallus said.

"Dude!" Sandbar scolded.

"Cozy, I know you're an orphan, and you have no family, but believe me, you're not missing much," Gallus said. "Your life couldn’t have been as bad as mine."

"Not as bad!?" Cozy Glow shouted. "I grew up in an orphanage! I never got the love of a parent!"

"Neither did I!" Gallus said. "I might as well have been an orphan, at least the pain of my parents being dead would have been nothing to the pain of neglect!"

"Hey come on, don't turn your childhood suffering into a competition," Sandbar said. "Gallus, Cozy is right, you shouldn't project your frustration at how bad your parents were toward Apple Bloom and Rumble."

"Exactly," Cozy Glow said.

"And you, Cozy Glow," Sandbar said, glaring at the filly. "Be sympathetic to Gallus, family isn't who you're born into, it's who treats you well."

"Right now, you're both doing well," Ocellus said. "Gallus, you at least had Grandpa Gruff looking out for you, didn't you?"

"Yeah, he's alright," Gallus said. "Gilda kept an eye out for me too, being friends with Professor Dash taught her a fair bit about Loyalty and looking out for others."

"And now you're with us, we're your family," Ocellus said. "That includes Cozy Glow."

"Me?" Cozy Glow asked.

"Look Cozy, regardless of how you grew up as well, at least you're with us now," Ocellus said. "We love you, and we want to help you fill the void you missed out on growing up."

"You have to put in an effort too though," Sandbar said. "The more we understand each other, the more we can grow closer."

"Alright, sure," Cozy Glow said, then focused on the griffon. "Sorry I got mad at you."

"Eh, it's fine, I guess," Gallus said. "Sorry for bringing up you being an orphan."

"It's alright..." Cozy Glow said.

"My, looks l like something big happened," Came the voice of Nightcrawler, the X-Men member making his way over. "Hallo, meine freunde."

"Hi Kurt," Ocellus greeted. "We were gonna get some studying done, but it seems like we went off topic, going into detail about relationships, the situation with Rumble and Apple Bloom, then parental opinions."

"Yeah, we let ourselves get distracted," Sandbar said.

"Not at all, I say that this was a good thing," Nightcrawler said. "This is a School of Friendship, you are here to learn about friends and relationships, and sometimes the best lessons are the ones life gives you."

"So, it's good that we delved into this?" Gallus asked.

"Yes, intense conversations like these can help us grow closer, you build an understanding and develop comradery that lasts for years," Nightcrawler said. "Gallus, Cozy Glow, you both struggled in your own ways, but you came out better for it. You're stronger and wiser, and now you have those who love and care about you. The seven of you, I know Silverstream is not here but I will count her, have developed a bond so grand, it makes me so happy for all of you. After all, you set a good standard for Friendship in this school."

"Do we really? We did have a rough start," Gallus said.

"That's fine, sometimes the road in life can be bumpy, it is our struggles that build our character, it defines who we are," Nightcrawler said. "Ask not, for an easy life, but ask for the strength to endure all the hardships life throws at you. Gallus, Cozy, I know it's hard growing up without parents. I was an orphan myself, until a kind priest found and raised me in his Church. Me, a human who looked like a demon."

"You went through a lot, how did you cope? Was it just religion?" Gallus asked.

"Religion, yes, but the love I felt from those who I called my family and friends are what truly saved me," Nightcrawler said.

"You're always so calm though, don't you get angry?" Smolder asked.

"Of course, anger is an emotion that lives in us all," Nightcrawler said. "Look, being happy in life does not mean you are without pain. We all feel pain, we all feel anger and sorrow, but it is what makes us who we are. Human, pony, all creatures, and that is alright. It leads us down different paths. When I was angry at the world for how I was treated, I turned to God. I always strived to find the strength I needed to endure the harsh trials of life."

"If, I can ask though," Smolder said, somewhat hesitant. "And, I hope this question's alright to ask but..."

"Speak my friend," Nightcrawler encouraged.

"You believe in a God, and you believe he has your best interest in mind," Smolder said. "You also believe he created us, not just humans in your world, but even us in this dimension."

"I do," Nightcrawler said.

"If he's supposed to watch over us, then how come he lets us feel sad? Or out of place?" Smolder asked. "Isn't he supposed to protect us?"

"Truthfully, even I don't know why God does what he does, I have asked why he allowed me to suffer, why he allowed so many people to suffer," Nightcrawler said. "Sometimes, you just need to trust in his plans. A mortal's understanding of God's will is limited, but know that his love is limitless. I have said before, you do not need to follow my faith, I know it is foreign in this world. But that's alright, because I believe God loves the creatures of this world as much as the ones in mine."

"That's so amazing Kurt," Ocellus said. "Your Religion somehow always makes me feel at peace, and I still don't know much about it."

"You may not know it, but you are following the key points, to love others as you love yourselves," Nightcrawler said. "To treat others with the same respect you expect for yourself."

"Seems like common sense," Smolder said.

"Heh, I guess it is," Nightcrawler said, almost looking sad but hiding it with a smile. "Just keep being yourselves, and don't be ashamed of who you are."

"You got it teach," Gallus said.

"Well, I must be off," Nightcrawler said, teleporting away.

"Did I mention how much I like that guy," Smolder said. "He's really cool."

"Along with Jubilee, he's probably my favorite teacher in this school," Sandbar said.

"Mine too," Ocellus said. "Oh, we should still get a little studying done."

"Even though our life lessons are studying?" Gallus jokingly asked.

"I doubt that will be on a test," Ocellus said. "Come on, get to it."

As Cozy Glow grabbed a book, she started to feel something strange. She briefly turned her attention toward the corner, almost as if sensing something.

"You alright there Cozy Glow?" Sandbar asked.

"Huh?" Cozy snapped back to normal. "Uh, yeah, I'm fine. Thought I heard something."

Cozy continued with her reading, but not without a hint of curiosity of what was nearby. She had much more to explore soon.


As the day went on in Ponyville Park, Mayday had brought out her glider to show the visiting Franklin, while his mother and Derpy observed from a nearby tree.

"Pretty neat huh," Mayday said, proudly showing the machine off. "My dad got the idea from one of his enemies, The Green Goblin."

"The Green Goblin? His greatest enemy?" Franklin asked.

"Dad gets ideas from a lot of his enemies, like Shocker. Even if they're used for evil, dad does feel amazed by some of their feats of technology, he just wishes it was used for good instead of evil," Mayday said.

"Well that makes sense," Franklin said. "My dad wishes Doctor Doom was on our side. He feels kind of bad for him, I think they knew each other long before either of were doing the whole hero-villain thing."

"My dad doesn't mention Doctor Doom much, but I heard he was one of the reasons there was a big invasion a few years ago," Mayday said. "Is he like your family's arch nemesis?"

"He is, he's one of the most dangerous villains in my world," Franklin said. "And...he's also my sister's godfather."

"Huh? Why is a bad guy your sister's godfather?" Mayday asked.

"He's the one who helped my mom deliver the baby, mostly to stick it to my dad," Franklin said. "I think he's in love with my mom or something and wishes me and my sister were his kids. I think he named my sister after some girl he loved too, so now they're pretty close."

"Well, maybe he really isn't that bad of a guy then, I mean I don't know the full story but maybe there is goodness in him, like your dad wants there to be," Mayday said.

"You really think so?" Franklin asked.

"That mare who stays at my mom's school, Starlight Glimmer, she used to be evil, and now she's aunt Trixie's best friend," Mayday said. "Maybe Doctor Doom needs a friend."

"It ain't gonna be me, he gives me the creeps," Franklin said.

"Well, I can't really say much about that, I'm still struggling with this whole Friendship thing myself," Mayday said, then put on a helmet as she hopped aboard the glider. "Well, enough talk, let's try this thing out then."

Franklin put his on as well, climbing on the device as well, "This is safe to right, isn't it?"

"I did it once before," Mayday said, standing toward the left side of the glider. "It'll be fine, this is really fun once you put the worries aside."

Franklin slowly and careful stood up as well, Mayday taking his foreleg in hers, getting a blush from the boy. "Have you done this before? With anyone else?"

"Sort of, I did once try bringing Pound Cake on here, but his sister wanted to join and it made for a really awkward ride, so this will by my first time in a while," Mayday said. "I'll take the lead here, since this is your first time, we'll go nice and slow, just to get you accustomed to such an amazing feeling. If you feel comfortable enough later, we can go a lot faster, and once you're well enough too, maybe I'll let you lead. We can come back and do this as many times as you want after today, it could lead to the birth of something amazing."

Nearby, Deadpool could be seen laughing out loud to himself, the ninja out on his patrol and overhearing Mayday's exact conversation.

Mayday began lift off on her glider, taking the two off the ground for a moment, both Susan and Derpy keeping a close eye.

"I hope nothing happens," Derpy said.

"It's fine, I have my powers ready to be used," Susan said, prepared to make a forcefield if needed to carry the kids to safety.

The glider stayed suspended in the air for a bit, Franklin amazed by this feat while Mayday carefully steered the device. The two took it nice and slowly above the ground, gliding across the park at a reasonable speed.

"W-whoa, this is...kind of cool," Franklin said.

"Yeah totally, sometimes bad guys know how to have fun," Mayday said. "Let's take a ride around the park."

"We can't go too far, mom and Derpy need to keep an eye on us," Franklin reminded.

"Oh yeah, that," Mayday said. "Alright, we'll keep it simple."

The filly continued gliding across the air with her friend, not too high off the ground and not too fast, but pleasant enough for the two to enjoy themselves.

"I still can't believe Mayday build something like that, I mean she had her dad's help but it's so amazing," Derpy said.

"She's a natural prodigy, just like Reed," Susan said. "He'd be impressed with her too."

"So would Doc, he always respects a fellow scientist," Derpy said. "Well he doesn't like Peter too much, only because he was one of the ponies who agreed with Thunderlane back in the day, about Peter being more trouble than he's worth."

"Peter gets that a lot, thanks especially to the Daily Bugle," Susan said. "At least that Thunderlane pony turned that all around."

"Well, even if he did, there are still some ponies that don't fully trust Peter, in fact..." Derpy looked around before whispering to Susan. "Some don't trust the heroes at all. They think the trouble started with them."

"That's terrible," Susan said.

"Yeah, it's kind of dumb really," Derpy said. "I know more villains showed up, but it's not like Equestria never had trouble of its own. If it wasn't for Peter, we might have all been killed by Changelings by this point."

"Heroes will always have detractors," Susan said. "It's a shame but it's fact. However they usually seem to be in the minority, it's just a matter of keeping it there, and I believe Peter, my brother and all the heroes in this world can do just that."

"If Johnny can get out of his probation," Derpy said.

"Yeah, that was really stupid of Spitfire," Susan said. "Johnny used to joke about her being jealous because in a lot of their performances, he usually stole the show. He and Rainbow Dash both. She probably felt threatened by that."

"I don't think Spitfire is petty like that," Derpy said. "I mean, I don't agree with Johnny being sidelined, but she must have had a better reason than that."

"I don't even know, I wouldn't be surprised if Johnny ended up quitting, he only joined to be with Rainbow Dash, at least that's what he told me," Susan said. "And because he likes showing off, but he can do that anywhere."

"Maybe he can join The Washouts," Derpy jokingly insisted.

"That's an option too," Susan said.

As Mayday and Franklin continued flying, the filly had a devious idea, "Hey Frankie, how do you feel about flips?"

"May, no," Franklin urged.

"Fine, how about...spins!" Mayday said, spinning the glider around a few times.

Franklin grabbed onto the filly tightly in worry, "Come on Mayday, keep it simple."

"I'm just messing with you, Franklin, I would never do anything to put you in danger," Mayday insisted.

"Danger!" Came a robotic voice, startling the two as Mayday halted to a stop.

"What the heck!?" Mayday took a good look at the robot that stopped them, it looked to be a tiny orb with a camera. "Uh...what is this supposed to be?"

"You are recklessly flying, please land your device," the robot said.

"Uh, what are you and why are you giving me orders?" Mayday asked.

"We should probably just land Mayday, we don't know what it can do," Franklin said.

"Alright...I'll land..." Mayday said, then began muttering. "Then disassemble this heap of junk."

The girl landed safely down, hopping off the glider with Franklin following suit. The robot also made it's way down, "Place this dangerous item away, or have it destroyed."

"You destroy my work and I'll destroy you!" Mayday warned.

"Whoa! Easy there child," Came the voice of Doctor Hooves, making his way over alongside Reed. "This robot is just following it's directive."

"Hey son, sorry about all that," Reed said.

"Dad? What is this?" Franklin asked.

"It is a specialized Patroller Robot," Reed explained. "It is the result of top secret work that Doctor Hooves and I have been creating."

"This here masterpiece of a machine is going to change the future of hero work, with this, we can keep a constant eye and surveillance on the ponies of Equestria, and preventing harm from befall onto them," Doc said.

"So, they're basically security cameras?" Franklin asked.

"More than that dear boy, if things really get bad," Doc pressed a button, transforming the robot into a suit of armor resembling Tony Stark's Equestrian form. "It can fight too! Pretty amazing, isn't it?"

"Uh...sure, I guess," Mayday said.

"Isn't this a violation of privacy though?" Franklin asked.

"Yeah, isn't it?" Susan asked, making her way over with Derpy. "Reed, what is this thing? Are you trying to cast surveillance over the whole country? This feels like some Nick Fury level intensity."

"I know it sounds bad at first, but it's just here to ensure safety, it will not bother any of the ponies," Reed said. "Think of it like policing robots, they patrol just like a policeman would. We know a policeman would not actively bother the citizens, he, or she, would just ensure their safety."

"I still don't think this is the best idea, I mean, you saw what happened when Hank Pym created Ultron," Susan said.

"Ultron was Hank doing his best as a scientist, going above and beyond, but that proved to be both his strength and weakness when creating Ultron," Reed said. "This design is a bit simpler, but completely functional."

"So, this thing won't turn against us and destroy ponykind?" Susan asked.

"Of course not, we've taken extreme precautions against that," Doc said. "We'll even start out small, some of these robots will be placed in towns where heroes are assigned to, they can keep an eye out for danger, this could even be a good temporary ease into hero work for those born in Equestria striving to be heroes and Avengers."

"We have everything under control, I won't make Hank's mistake," Reed reassured.

"Still, it's not only that I'm worried about," Susan said.

"Is it the X-Men?" Reed asked. "You're worried this may remind them of The Sentinels."

"Well yeah, first these Accords, now the machines, this could bring their worries to life," Susan said.

"Rest assure, I am nothing like those who oppose mutants, and I certainly do not wish to emulate Howard Trask and his diabolical creations," Reed said. "We'll help them understand, they are a very reasonable bunch after all."

"You ladies need to take your minds off of the worries, Reed and I know just want to do," Doc said. "We're enacting a promise we made to ourselves, and you ladies will be joining us for a lovely dinner. There's a delightful cafe in Canterlot called The Tasty Treat, it is one of Rarity's favorite places to eat."

"That sounds nice," Susan said.

"Doesn't that place have spicy food?" Derpy asked, rubbing her pregnant belly. "I don't think it'll be good for the baby, Doc."

"Don't you worry my dear, I considered this in advance and asked Rarity foods she recommends for pregnant mares, she has gone there herself while pregnant as well, everything will go smoothly," Doc said.

"If you say so," Derpy said. "Your call Susan."

"Sure, I don't mind," Susan said. "So they serve spicy foods there?"

"I believe Bobby Drake referred to the delicacies as, 'Equestria's version of Indian Food'," Doc explained.

"Indian food huh? Sounds reasonable," Susan said.

"He and Rarity enjoyed many great dates there, I believe the four of us can too," Doc said.

"Well we should get a sitter for Franklin then," Susan said.

"He can stay at my house," Mayday insisted.

"Or, you can join us, make it a triple date," Doc suggested.

Franklin nervously gulped at the idea, "A triple date?"

"I don't think Mayday's parents would want her going to Canterlot without them," Susan said.

"Oh, well that's a shame, but we must respect their decision," Doc said. "Perhaps next time."

"We'll let Trixie know, see if it'll be alright," Susan said.

"Splendid!" Doc said. "Onward then!"

As they made their way back to the Parker-Sparkle home, Mayday just thought about what Doctor Hooves said, "A date with Frankie huh? Hm, if we get close enough, maybe I can experiment the idea of romance too, see what all the fuss is about."


At a studio in Ponyville, Tender Taps is giving out his tap dancing lessons to the girls as per usual. His regulars like Laura and Pumpkin Cake, and some newer girls, like Diamond Tiara and Silver Spoon.

"Keep it up girls, you're doing great," Tender Taps said, showing off his own rhythm.

Diamond Tiara and Silver Spoon did their best with their styles, but were still too new compared to the others. Pumpkin Cake had really come into her own and Laura's reflexes were incredible.
"This is harder than it looks," Diamond Tiara said.

"Just stick with it, you want to land that background dancer role on Briddleway, don't you?" Silver Spoon said.

"It's bogus, why do I need to work for anything, I'm rich!" Diamond Tiara said.

"Riches won't buy you talent," Tender Taps said, then flashed a confident smile. "But just keep believing in yourself, I know you can pull it off."

"Uh, sure thing, Tender Taps," Diamond Tiara said, blushing from the charm she felt from her teacher.

During this, he heard the door opening. He immediately turned to greet whoever came in, "Hi, class is in session so if...Apple Bloom?"

To everyone's surprise, Apple Bloom was indeed there, the filly shyly waving at the group, "Hi, sorry I'm late."

"Apple Bloom!" Diamond Tiara rushed over to the young Apple girl. "So good to see you, how are you feeling?"

"Ah could be better," Apple Bloom said.

"Hey Apple Bloom, here to join us?" Tender Taps asked. "We missed you yesterday."

"Sorry, had a lot to think about," Apple Bloom said. "Still, surprised yer doing a lesson today, ah thought you had something else to do."

"Diamond Tiara and Silver Spoon want to train for Briddleway and asked me to help," Tender Taps said. "Laura and Pumpkin Cake just happened to be here practicing themselves."

"It's nice that you two were practicing your dancing," Apple Bloom said.

"Actually, we were sparring," Laura said. "Pumpkin heard about me training your friends and now she wants to fight."

"I can be an Avenger too," Pumpkin said.

"Oh...well, shouldn't you wait til she's a bit older?" Apple Bloom asked. "She just turned nine."

"I can take it," Pumpkin Cake insisted.

"Well ah was passing through and wanted to see you, let you know I'm ready fer the next big lesson," Apple Bloom said.

"Wow, that's great," Tender Taps said. "You can join us now if you want to, we just got started."

"Oh, that'd be nice," Apple Bloom said. "Ah could use a little exercise, I've been all mopey the last week, could barely buck apples. Thankfully Sugar Belle was around to help pick up the slack, but I'm ready to get back into it."

"That's good, and I know your situation is tough, but we're here for you," Tender Taps said.

"Thanks," Apple Bloom said, rubbing her belly. "It is a bit scary, but mah family made it easy for me to come to terms with. Might be neat being a mama."

"Fluttershy loves it," Laura said. "She's a great mom to Rina, and myself, sort of."

"How does Fluttershy deal with the fact that she has a stepdaughter that's around her age?" Dinky asked.

"Well, she sees me more of a little sister, and I see her as my big sister, so it makes it less weird," Laura said. "I mean, maybe it can be weird, to call Fluttershy my sister while my actual sister is her mother. One of my sisters at least."

"One? You have more?" Pumpkin asked.

"Yeah, totally," Laura said. "Like my sister Gabby, well she's technically my clone but since she came out perfect, she counts as my sister. Then there's my other sister named Kirika, and one named Jimmy. I probably have more that even I don't know about, Logan isn't exactly that open about his prior relationships."

"Does Fluttershy know about those other kids?" Pumpkin asked.

"Probably, Logan likely never went into full detail," Laura said. "I haven't seen my siblings in years, hopefully they're alright. Except Daken, that guy could rot in hell for all I care."

"I take it you don't like that one," Apple Bloom said.

"You wouldn’t either, if she showed up with Sabretooth those months back, I guarantee things would have been much worse," Laura said.

"Sounds like we dodged something terrible," Tender Taps said.

"That's an understatement," Laura said. "Well let's get to some dancing."

"Sounds good to me," Tender Taps said. "Ready Apple Bloom?"

"Sure am," Apple Bloom said, tapping into the dance floor. "Show me your moves, Tappy."

Tender Taps sheepishly rubbed his head, blushing from the comment, "Sure."

"By the way, how's Rumble doing?" Silver Spoon asked.

Apple Bloom immediately went silent, feeling a bit awkward, "Well, he's fine. Haven't seen him since finding out ah was pregnant with his baby. But maybe ah should make time to see him soon, there's a lot we need to discuss."

"Well, whatever happens, we're here for you," Tender Taps said. He then started playing some intense samba music. "Now, let's kick it up, time for you lovely ladies to work up a sweat."

"I hate sweating..." Diamond lamented as the dancing started.


Back in his own dimension, Ryu was doing some practice martial arts in a training room at a base of operations built by Doctor Light for Capcom's warriors to gather.

He wasn't alone of course, he had Ken as his sparring partner while Sunset observed from nearby alongside Chris and Dante, amazed with Ryu's abilities.

"Those two really bring out the best in one another," Sunset stated.

"That's the mark of a martial artist," Dante said. "Having a rival pushing you past your limits is the best way to get strong, one of them at least."

"I don't think I would have gotten as good of a shot I am without the competition from my friend Forest," Chris said.

"Competition is always a good thing, something I learned from Rainbow Dash," Sunset said, checking her power. "I feel like I could do much better in magic if I pushed myself too, I can probably be as good as Twilight."

"If you need magical competition, it's only a dimension away," Chris said. "Plenty of options to test yourself."

"You got a point," Sunset said, placing magic at the tip of her finger. She aimed it like a gun and fired it, away from the sparring but it did get a nice distance.

"Great shot, if you were better, you could be Chris's new target shot rival," Dante said.

"Forest is hard to replace, but I could probably teach Sunset a thing or two about proper aiming," Chris said.

"Oh that'd be neat, if anything I can learn to fight better," Sunset said, aiming her finger gun again. "I'd be able to protect my friends better."

"HADOUKEN!" Ryu shouted, sending a ki blast at Ken, his friend blocking it, though knocking him back in the process.

"What drives Ryu to be stronger?" Sunset asked.

"He wants to master his fighting style, it's what really drives him," Chris said. "That's why he travels a lot, he is looking for worthy competition."

"It's why he travels to other worlds too after all," Dante said. "Plus the rest of us join because we all want to be the best in some way. We're a competitive world."

"I hear a lot about his rivals from other worlds, what about this one?" Sunset asked. "He mentioned a man named Sagat a few times."

"Sagat is a Muay Thai martial artist and one of Ryu's original rivals," Dante said. "Back when Ryu competed in his first Tournament, he ended up leaving Sagat, the previous tournament Champion, with a pretty nasty scar."

"It would lead them down a hard rivalry path, culminating in one of this world's most famous Tournaments," Chris said. "Ryu, Ken, Chun-Li, Guile, Zangief, Blanka, even Bison, all of the strongest came together for one big, grandiose battle."

"Akuma was there too, it was around that point where it looked like Bison bit the dust, but that guy always comes back somehow," Dante said.

"Even the more recent one, in addition to other things to worry about, like S.I.N.," Chris said. "Times like that, I wish we could help Ryu, but unfortunately I have my own things to worry about."

"Same here," Dante said.

As Sunset thought everything over, she heard Ken unleash a powerful attack. "Shoryuken!" This attack hit Ryu hard enough to leave him on the floor for a few seconds, the other warrior not getting back up. "Hey, you alright buddy?"

"I'm fine," Ryu insisted, pulling himself up. "Let's keep going."

"I think you're done man, don't push yourself too had," Ken urged.

"I can handle it,” Ryu said.

"Ryu, you really should take a break," Chris urged. "A few minutes won't hurt, if you keep fighting, you're just going to injure yourself."

Ryu groaned in frustration, reluctantly giving in, "Alright fine..." The martial artist sat by his friends, grabbing a water bottle, and chugging most of it down, using the rest to dampen his head.

"I swear you get stronger everyday Ryu," Sunset said.

"Thanks, I still have a long way to go, however" Ryu said.

"Still got Vegeta on your mind?" Ken asked, making his way over.

"He was one of the most powerful men that I've encountered, not only that, his ally Goku was too much even for Spider-Man," Ryu said. "I never imagined someone could be that strong."

"What about Superman?" Sunset asked.

"Besides him I mean," Ryu said. "I think I can catch up to Vegeta, his power is probably around Thor's level, and we're able to keep up with him to an extent. I just need to practice more."

"It's easy to see why Thor barely fights us, whether we want to admit it or not, he's too strong for a lot of fighters here," Dante said.

"So is The Hulk, but that never stopped us," Chris said. "Times like that, we fight smart."

"I'll continue growing my strength, and reach the level of The Saiyans," Ryu said. "Who knows, by that point, I might be able to beat Spider-Man in a fight."

"Lot of competition to think about," Ken said. "Just remember Ryu, this world still has a lot to offer. New fighters are coming in each day. Not too long ago we had to deal with the likes of Laura and Rashid. Recently a new face joined the Street Fighter scene."

"You mean that Luke guy?" Dante asked.

"Luke? Who's that?" Sunset asked.

"Luke Sullivan, a mixed martial artist from America who specializes in Kick Boxing," Ken said. "He joined the circuit recently, and he's been doing pretty well. He's got a bit of an ego though, I think he wants to surpass fighters like us, especially you, Ryu."

"Sounds like he's got a mouth on him," Sunset said. "Whoever this guy is, I bet Ryu can take him, no problem."

"Kind of agree with Sunset," Dante said. "This guy has a lot of balls to be talking shit about a man who's fought guys people here have only read about in comic books."

"He has a mouth but...fact is he could back it up, guy's been doing well for himself," Ken said. "Guy might be the future, if he does well enough, he could very well surpass us."

"Well wait til he goes up against you, or Ryu here," Dante said. "Hell I bet Chris could knock the guy off his pedestal, I'd sure love to."

"I'd like that too, but it did get me thinking," Ken began. "Do you think we're all getting old?"

"Old? Ken, you're mid-30s, so is Ryu," Dante said. "Me, I'm part demon, I won't age like a normal human."

"Eh, some people say you show a bit," Ken said.

"How? My white hairs?" Dante joked. "I got plenty of fight in me."

"I'm almost tempted to agree with Ken," Chris admitted. "I hate to say it, but I'm not exactly a spring chicken, neither is the wife. I know Jill and I would love to keep doing what we do, but at this point, we may need to consider retirement, focus on being a family. Dante, you probably should consider that as well, I mean, you and Trish are pretty close."

"Eh, she looks way too much like my mom, it feels weird," Dante said.

"What about Lady?" Chris said. "Honestly, maybe you should just leave the business to Nero and V. They even got a girl who can supply them with the weapons they need."

"Oh yeah, cool chick, reminds me a lot of Applejack," Dante said. "Still, I can't just step down. I mean, what about you? Who's gonna take over for you? Sheva? Or that Piers guy?" Dante tapped his chin, "Wait, I think he's dead...or was he just injured?" Dante shook his head, "Never mind, how are you going to prepare for your retirement Chris?"

"There are plenty to take over, with the right training," Chris said. "It's on us to train the next generation. Or at least let them take the stage."

"The Monster Hunters continue to train younger generations as well," Ken said. "Two new kids popped up, Leo and Leia."

"Oh, that reminds me, I'd like to see more of those islands," Sunset said.

"We'll be happy to take you," Dante said. "Just watch out for Rathalos."

Moments later, Chun-Li made her way inside with Guile, Mega Man and Cloud. "Hey, how's it going in here?"

"Pretty good," Ken said. "Just coming to terms with our old age. Hope you got someone to replace you, grandma."

"Don't make me hurt you," Chun-Li said. "I'm still young at heart. But if I had to pick a successor, it'd be my daughter, Li-Fen."

"Daughter!?" Sunset shouted. "You never mentioned a daughter!"

"You never asked," Chun-Li said. "I adopted several children; Li Fen is the oldest."

"Wait, so are you married?" Sunset asked.

"No, not yet," Chun-Li said.

"She's waiting for Strider Hiryu to propose," Ken jokingly stated.

"Hey, shut up!" Chun-Li shouted. "My personal life isn't any of your business."

"He already babysits for you on occasion, might as well make it official," Ken said.

"Can it," Chun-Li said. "Anyway we just wanted to check on you. Cloud's bringing some friends from his world, partially to train, but also to see you Sunset."

"We might go back with them too," Cloud said. "Tifa, Barret and Squall should be here, Squall's bringing some friends. I have other friends like Lightning, Terra and Tidus, maybe even Aya Brea. Then if we're lucky, we can go to Insomnia and see Prince Noctis."

"I told him to invite Crono, but he said it's difficult," Mega Man said.

"My world's a bit more complicated than this one, so of course it's difficult," Cloud said.

"Hardly complicated, if I can travel through time to see X and Zero, you can travel to find Crono, or even that 2B Android you heard about," Mega Man said.

"You really want to see that Android woman, don't you?" Cloud lamented. "Look, she and robots aren't exactly the best of friends you know."

"Aren't robots and androids the same thing?" Sunset asked.

"Not exactly, according to her at least," Cloud said. "Granted she admits it's a bit fuzzy."

"We can discuss this later, we have company to greet," Dante said.

"I'll call Morrigan and Felicia," Chun-Li said.

"Is that necessary? Those two don't get along at times," Dante said.

"I thought Morrigan liked Felicia," Sunset said.

"It's a bit rocky, Morrigan does like Felicia, she considers her funny," Dante began. "But she also likes to tease her, and no it's not playful, not for Felicia at least. She hides it well but she really can't stand Morrigan sometimes."

"Honestly I don't think anyone here likes Morrigan all that much, she's way too seductive," Mega Man said. "She's sexually attracted to pretty much everyone and everything."

"She is a succubus, it's in her nature," Ryu said.

"And she is our friend, I don't feel right leaving her out of things, a good friend is accepting," Chun-Li said.

"I bet Morrigan appreciates that," Sunset said. "I think she's neat too, even if she can be flirty even with me. I mean it's not as bad as a Changeling but still."

"At least she never has to worry about getting old, girl's like super ancient," Ken said. "And she still looks attractive, I mean not as attractive as Eliza but objectively speaking, she can get the attention of a lot of guys."

"Speaking of Morrigan, wonder if she knows about that tall, sexy vampire lady from that village Chris was inspecting?" Dante said.

"Don't get any funny ideas Dante," Chris warned.

"Just saying," Dante said.

"When will they be here? I still have some training I want to get done," Ryu said.

"Shouldn't be long, you're free to continue, I know you're gonna be busy soon, you, Cloud and Rock," Chun-Li said.

"And me," Ken bragged. "So I gotta train myself."

"Oh, um, actually, would it be alright if I joined as well?" Sunset asked, taking the martial artists by surprise.

"You want to train with us too?" Ryu asked.

"Yeah, I want to get stronger, just like you," Sunset got into an amateur stance. "Ken, Ryu, I want to fight just like the two of you. More than that, I want to fight like all of you." She turned to Dante, "I want to learn how to use a sword again." She turned to Chris, "I want to learn marksmanship." She turned to Chun-Li, "I want to be able to throw mean kicks!"

"Wow, she looks serious," Guile said.

"Seeing your fights here, seeing the warriors compete at the King of Fighters tournament, seeing the warriors compete at the King of the Iron Fist tournament, it made me want to train and get strong, just like all of you!" Sunset said. "What do you say? Can any of you train me too?"

"It won't be easy, martial arts is very difficult," Chun-Li said.

"I'm no stranger to hard work," Sunset declared. "I'm ready for it."

"If you feel that way," Ryu began, offering a confident smile. "Let's see you back it up. I will train you."

"We all will," Dante said. "You're truly gonna be one of us in no time, Sunset Shimmer."


Within that same world, deep within a secret base, Wesker and his allies, Vergil, Juri Han and Tron Bonne, along with two Servbots, were making their way to an office room in a secret building.

"Why are we doing this again?" Juri asked. "What's the point of it all? We should be focused on our own invasion plans."

"You'll see in due time Juri," Wesker said. "Just stay close to me."

"Yeah, yeah," Juri replied.

Wesker along with his allies had entered a room occupied by various guests, "Good evening, glad you could all make it."

"This better be worth my time, Wesker," came the voice of Doctor Doom, who was sitting in the room alongside the Dread Dormammu of the Dark Dimension, the robotic fiend Ultron, and Kazuya Mishima of Namco. One chair seemed to be empty, to the annoyance of the Capcom villains.

"Surprise, surprise, Urien didn't show up, pain in the ass," Juri groaned in annoyance.

"I wouldn't have brought you here if it was going to be a waste Victor," Wesker insisted. "I merely offer an alliance."

"With you? Last time we worked together, you failed me," Doom said.

"How did we fail you? We're the ones who lasted longer," Vergil said, before getting a gesture of silence from Wesker.

"Behave..." Wesker turned back to Doom. "I know things worked out poorly for us, but if we learn from our mistakes, we can avoid such an unfortunate situation."

"I am learning from my mistake, teaming with you was my mistake," Doom said. "Nothing got accomplished in my end, it was a waste of my time."

"Hey come on, we all did our best," Tron said. "We came close, if we just practice our old formula, we can pull off the win this time. What do you say?"

"My answer remains 'no'," Doom said. "Seems as though you wasted my time again."

Vergil was about to unsheathe his sword, again Wesker prevented it, "Don't start a fight."

"Doom, perhaps you are being too quick to judge," Ultron said. "Wesker has created a marvelous plan, one I am quite eager to take part in. We'll be able to bring down the world of Equestria, harvest its power and use it to conquer our dimension as well. Do you not want revenge on those who have wronged you?"

"I shall do so at my own leisure," Doom said. "If you wish to waste your time, be my guest, I do not wish to be dragged into it."

"I am on Doom's side, while I am interested in Equestria, it is not within my immediate goals for the future," Dormammu said. "I still desire to bring down my world first and foremost."

"Which you can! You just have to trust us!" Tron said. "Ultron is giving us a chance, why can't you?"

"For starters, your robots are quite shameful," Doom said, gesturing to the two, causing them to hide behind Tron. "A complete joke."

"Hey! My robots are faithful servants, and they're cute too," Tron said.

"Exactly, cute, like that does anything," Doom said. "You know what else is 'cute'? Those ponies, the same ones you let yourselves get defeated by! While I suffered a loss, at least I can say I lost to warriors."

Wesker himself was reaching his limit of patience, but for the sake of things, he hoped to keep things civil. "That, will not happen again, I assure you Victor."

"Mere words, nothing but empty promises," Doom said, standing up. "I am done here, if you waste my time with nonsense again, it will be your last mistake."

"How dare you!" Vergil shouted. "We offer you a chance at revenge and you throw it in our face! Especially given how you did so little to help during the invasion compared to us. We went to Equestria, we conquered an empire, we brought the fight to Spider-Man, all you did was hide in the background while we did all the work!"

Doom charged up some energy, glaring at Vergil, "Perhaps I should end you right now."

"Hold on a second," Kazuya spoke up. "I don't know much about these creatures, but I did spot one traveling the dimensions with Ryu. She gave off quite an interesting vibe, one of pure power and potential. It matched perfectly with something I heard from Jin. He mentioned feeling stronger in that world, like it had valuable magic that can boost a person's power. Now, most of it was second hand since I didn't converse with that boy, but if Equestria truly has this power, it would serve beneficial to us. I can finally bring down that son of mine, along Heihachi and truly reign supreme in my world as head of the Mishima Zaibatsu."

"Those ponies are indeed powerful, nothing to be trifled with," Wesker said. "I can confirm, I felt stronger in that world, once I got past the power drop."

"Yes, in Equestria your power will fade while you get used to that world, but the more you control your form, the stronger you become as a result," Vergil said.

"Whatever you're planning then Wesker, I'm in," Kazuya said.

"As am I," Ultron agreed.

"Good, along with Balrog and Kraven, that puts our immediate group at eight," Wesker said. "Nine if I can get into contact with Starlight Glimmer."

"You really believe this is worth the effort?" Dormammu asked.

"I believe so," Wesker said. "In a year's time, a war will rage, my plan is to attack after the war and strike them while they’re all down."

"How do you know of this war?" Ultron asked.

"I was tipped off by a creature named Discord, who wishes to ravage the land with The Green Goblin and other villainous creatures," Wesker said.

"You mentioned spotting The Green Goblin back then, to think he's still alive in that world," Doom said.

"Why wait though?" Kazuya asked. "Why not strike now? Side with those attempting to bring down Spider-Man, then when the time is right, take what's rightfully ours."

"I'm down with that," Juri said.

"That is an idea you should heed," came another voice. Wesker turned and spotted a scientist woman in glasses and bushy red hair.

"Who are you? How did you get here?" Wesker asked.

"Where did you come from?" Vergil asked.

"I'll introduce myself later," the woman said, adjusting her glasses. "Wesker, I have a message from Discord. He is prepared to offer you just about anything for you to join his team."

"Is he getting desperate?" Vergil asked.

"Seems like it, something about a boy named Franklin Richards startled him," the Scientist Woman said.

Doom gasped in surprise, "Franklin Richards? Yes, that boy does possess an incredible amount of strength."

"You are Doctor Doom, correct?" the woman asked. "Discord could use your input as well, in addition to your cooperation."

" I am no fool to trust a woman I just met," Doom said.

"I can tell you about myself, but my origin could cause confusion, even for dimensional travelers like yourself," the woman said.

"Spare us the dramatics, tell us all we want to know," Vergil said. "Only then will we consider that fool's offer."

"Very well then, I shall compromise," the woman said. "Sit tight, it might be a long story."


In the depths of Marvel Space, Loki and his group stopped to take a break on a distant planet in the galaxy, off the coast of Planet Knowhere.

Loki and his allies were resting at a bar, Storm King bragging his status to some nearby alien girls, Mystique sitting to herself and Tempest just enjoying a drink while sitting next to Sephiroth.

"The drinks here certainly have an odd taste," Tempest said. "I suppose it makes sense. What do you think?"

"It makes no difference to me," Sephiroth said.

"You're not much for conversation, are you?" Tempest asked. "That's fine, neither am I."

"On the contrary, I am quite the people person, I just love talking, especially when I have the chance to get into someone's head," Sephiroth said.

"Huh, can't tell if you're serious or not, you're quite a mystery Sephiroth," Tempest said. "You're a human from Earth, correct?"

"Barely, I am not like most humans, I wasn't born from a typical loving family, I was created in a lab to become a weapon," Sephiroth said. "My employers spent years treating me like a test subject without my knowledge, I made sure to pay them back in full."

"Sorry you went through that, life really sucks sometimes," Tempest said. "You think you have friends, then they turn on you the moment an Ursa Minor breaks your horn."

"Is that why your horn was gone?" Sephiroth asked.

"Yes, when I was a kid, some friends of mine lost our ball in a cave, and when I went to go get it, out came that beast," Tempest said, placing her fingers on her scar. "I was never the same after that."

"You took a traumatic incident and used it to make yourself stronger, a lesser person would have given into despair," Sephiroth said. "I commend your inner strength."

"Thanks, but none of that matters unless I right the wrongs," Tempest said. "To get my horn back, to destroy that Ursa Minor, and to bring Equestria to its knees. I am hoping The Storm King can help with that."

"Truthfully, that man seems rather inept," Sephiroth said.

"Maybe, but he is powerful, I'd rather not cross him," Tempest said.

"He doesn't seem that strong, he is not someone you should be serving under, perhaps you are better off as your own ruler," Sephiroth said.

"I appreciate the confidence boost, but that won't work for me," Tempest said. "I still need to get stronger before I consider that."

"I can assist you, if you so desire," Sephiroth said. "I've seen your training sessions with Mystique, I believe you are quite formidable. I can teach you a thing or two to enhance your strength."

"Huh, that's oddly generous of you, why would you do that for me?" Tempest asked. "Are you planning to get something out of it?"

"Perhaps a minion of my own," Sephiroth said. "While I am not one for casual company, having a sparring partner to increase my own strength would be beneficial. Your talent is wasted on that so-called king, I can bring more out of you."

"Huh, well you've piqued my interest," Tempest said.

Suddenly a weird Raccoon creature stand by them, gesturing over his friend, "Hurry up!"

"I am Groot," came the voice of a tree as he sat near the raccoon.

"Uh..." Tempest was a little surprised by the sudden visit, glaring curiously at the creature, not that it went unnoticed.

"Sup, name's Rocket, you new around here?" the raccoon asked.

"Uh, yeah, sort of," the woman said. "I am Tempest."

"Well Tempest, you came to a great place, this is a great epicenter for interspatial commuting," Rocket said. "So, what planet are you from?"

"I...guess, Equestria?" Tempest herself wasn't sure how to answer that.

"Equestria, never heard of it," Rocket said, then turned his attention towards Sephiroth. "Hey big fella, you her date or something?"

Sephiroth barely acknowledged Rocket, he simply stood up and grabbed his Masamune, "I will meet you at the ship."

"Hey! Wait! How much for that sword!" Rocket called.

Sephiroth stopped to glare, "This sword is not for sale, and even if it was, I doubt a creature as puny as yourself could do much with it."

Sephiroth walked off again, Rocket looking a little fumed, "The nerve of that guy, I was ready to make him a nice offer too."

"I am Groot," his tree friend said.

"Exactly, some people are so inconsiderate, probably a spoiled rich guy, I mean did you see his freaking coat? How many missions you and I gotta pull off for some fancy shit like that?" Rocket asked.

"I am Groot."

"Damn right that many, ah screw him," Rocket turned back to Tempest. "So, you know him then?"

"He's a friend of mine, nothing more," Tempest said.

"So, does that make you single?" Rocket asked, this being Tempest's turn to leave. "Eh, worth a shot. Let's grab a few rounds, Quill's gonna be here for a while."

As Storm King continued to show off, he found himself leaning towards a green alien woman, "Sup, I'm a king."

"Good for you," the woman said.

"So...you come here often?" Storm King asked.

"Hey," came a man's voice. Storm King turned to see a guy with blondish-brown hair. "Who are you?" He turned to the lady, "You know this guy Gamora?"

"He just showed up Quill," Gamora said.

"Look pal, she's kind of spoken for, so do me a favor and turn to the side and take about fifty steps away from here," Quill said.

"Hey pal, I'm a King," Storm King said.

"Do I look like I give two shits, kindly take a hike," Quill said.

Storm King got into a fighting stance, "Give me one good reason not to slug ya, one damn good reason."

Suddenly he was lifted off the ground by a brute of a man, "Who is this guy?"

"A 'King'," Quill said. "You know what to do Drax."

Drax immediately spun the king around and tossed him away, right towards where Loki was sitting.

"What in Odin's name!?" Loki shouted, then turned to see where the Storm King came from. "Peter Quill and his Guardians, of course they had to be here."

"Loki, should we leave?" Mystique asked.

"Yes, let's hurry, if we get their attention, it won't be long before we have to deal with the Nova Corp," Loki said. "Come now, quickly."

Loki grabbed Storm King, taking him back to his ship where fortunately both Sephiroth and Tempest had boarded. This didn't go unnoticed by Quill.

"Was that...Loki?" Quill activated his Star-Lord mask, grabbing his guns and pursuing the God.

"Let us hurry," Loki said, getting the ship ready for take-off.

"Hey! Get back here!" Quill fired his blasters, trying to stop the ship from leaving. As he got close, Loki opened a hatch and blasted Quill back toward the bar stools, freaking out everyone there as the ship sped off.

"Damn...so much for that," Quill said as he stood up, dusting himself of. "Pain in the ass."

"What should we do?" Gamora asked as she and the others regrouped.

"Should we follow them?" Rocket asked.

"By the time we get in our ship, they'll be long gone," Quill said. "We should probably make a quick trip to Asgard."

"Sounds good to me," Drax said. "Let's go."


In the city of Manehattan, Bobby and Rarity had arrived in the condo that Tony rented out for them, along with their daughter, who immediately went to explore.

"Careful walking around dear," Rarity called to their child, then turned to her husband. "This place is lovely."

"Leave it to Tony Stark to go all out," Bobby said. "Perks of being on The Accords."

Rarity dropped off some luggage near her bed, as usual she packed a lot, meaning a lot for her to unpack later, or Bobby if she works up the charm. "Spending some time here would be a delight, it would give me a chance to check on my store, and see Coco."

"And I get to do hero work in a city," Bobby said. "Starting with finding Martin Li."

"Oh yes, you are here for work, and it is meant to be temporary," Rarity said, looking out the window. "Still, I have always liked Manehattan, this could be my chance to see if living in the city is the right life for me."

"You sure about that Rares?" Bobby asked. "You told me that you turned down living in Canterlot because you would miss your friends."

"That is true, in the end I can't be without my friends," Rarity said. "Things do change of course, so let's see what life has to offer."

"Sounds logical to me," Bobby said, heading toward the window. "I should find Daredevil and the others, see you in a bit."

At Martin Li's building, the disguised villain himself was seen working through some paperwork, though as he did so, he continued to feel strange in the head.

"More are coming, we should strike now before it is too late."

"This pestering is quite bothersome, leave my head," Martin said.

"Do not be a fool, do what you must before it is too late!"

Martin held his head, trying to dispel the words when he heard a voice, "You must be Lee."

"Huh?" Martin turned around to see Daredevil, the hero standing on the window still. "How did you get in here!?"

"I asked where the manager's office was," Daredevil said. "I have a few questions for you regarding the recent troubles in this city."

"I know nothing about them," Martin insisted.

Daredevil could already tell this wasn't true, he could hear a change in Martin's heartbeat. "Really? Because I do find it strange that these gangsters showed up just as you came to town, that is quite the strange coincidence, wouldn't you agree?"

"Bad luck, that is all," Martin insisted.

"Alright, well let me ask you this, a few weeks ago, a marenamed Coco Pommel was attacked as she left Stark Industries," Matt said. "This same mare has been given offers by you to join her company, she even said she saw you shortly before she got attacked. Care to explain that?"

"I...can't really say," Martin said, feeling very stressed.

"He's on to you, dispose of him this instant!"

"Coco Pommel was then targeted a little over a week ago when that gang attacked Tony Stark's building, by Mr. Negative, a villain from New York," Daredevil said. "This was witnessed by the Human Torch, who claims Mr. Negative resembled you, after seeing you at Appaloosa where, I might add, ponies were acting unusually aggressive, in a similar manner to the ponies here, and the ones back home on Earth!"

"I...I..." Martin began to sweat.

"Explain yourself Lee! Or should I say, Martin Li!?" Daredevil said. "Honestly, that name really isn't that convincing, different world or not, I figured you'd pick a better name."

"It's not...what you think!" Martin said, his heartbeat accelerating, losing control of himself.

Moments later, Suri had barged into the room, looking rather annoyed, "What is going on in here?"

"I would suggest you leave ma'am," Daredevil said.

"You heroes again!?" She then saw Martin panicking on the ground. "What are you doing to Lee? Are you trying to give him a heart attack!?"

Suddenly Martin had grabbed a stapler and attempted to attack Daredevil, but the hero blocked and kicked him against the wall.

"Lee!" Suri wanted to help but suddenly Elektra had made her presence known, leaping in front of Suri's path. "I don't think so."

"Out of my way!" She tried to throw a punch, but Elektra had blocked and used her Sai's helm to knock Suri back.

"Careful, she's still a civilian!" Daredevil said. He turned to Martin but by this point, he made a mad dash out of the window and jumped onto the streets of Manehattan, trying to get to safety.

"Night Thrasher! Lee's escaping!" Daredevil said.

"I'm on it!" Night Thrasher began to skate into action, hoping to find Lee. As he got close, several thugs showed up to attack. "Shit! He's got back up!"

"I'm on it!" Came the voice of Night Glider, the newly assigned mare taking down the villains with her kicks. "Take that!"

"Nice work newbie!" Night Thrasher said, knocking some villains away/

Daredevil rushed outside with Elektra, the two on Martin's tail when more of them started to come.

"Not good," Daredevil said.

Elektra aimed her sais, "Time to end these guys, once and for all."

"Elektra, wait!" Daredevil called. Fortunately, the thugs got frozen, Bobby making his grand entrance.

"Whoa, so cool," Night Glider said.

"Sup my fellow heroes," Bobby greeted.

"Iceman, you made it," Daredevil said.

"Yeah, so these the Demon guys?" Bobby asked.

"They are, I nearly had Martin Li, but he managed to give me the slip," Daredevil said.

"Oh well, you got close at least," Bobby said.

"And you seemed to have confirmed his identity, now we know who to find," Elektra said.

"Yes...I just hope it's not too late," Daredevil said.


Things were definitely changing, as the robots made by Reed and Doc were starting to spread across Ponyville, that town being its first real destination.

One stopped near Remy as he was training with Sugar Belle, curious by the machine, "What's this supposed to be?"

"It looks small," Sugar Belle said.

The machine started scanning Remy, the mutant looking confused, "Remy LeBeau, Hero Name, Gambit, Status, Unregistered. No violations thus far."

"You got gotta be kidding me," Remy said.

"Did that thing just say your name?" Sugar Belle asked, then suddenly she got scanned.

"Sugar Belle, Equestria. Status, Avengers Trainee. No violations thus far."

"Uh...that's kind of weird," Sugar Belle said.

"Eh, come on, let's find somewhere more private," Remy said. "At least you met your co-worker."

"That is not my idea of a co-worker," Sugar Belle said.


Off in the distance, The Pony of Shadows began to grow in power, hoping to find what he needed to do so. "Hollow Shades...Hollow Shades."

Suddenly Discord appeared, getting his attention, "Might I be of assistance?"

A new partnership may be in the distance.