Spiders and Magic: Civil War

by Masterob


Calm before The Storm

Finally arriving in their Ponyville home, Peter and Twilight had a lot on their minds now. First thing was first for them, they had to check in with their family, though the two were alerted to some very unpleasant information.

"Mayday did WHAT!?" Twilight shouted in annoyance.

"She took that giant Ursa into town in an attempt to stop Captain Equestria's team," Scootaloo explained.

"It put up a decent fight, but it got beat up by that sand guy and that super strong God," Dinky explained.

"Sandman and Hercules," Apple Bloom clarified. "And they didn't exactly beat it up, they just provided defense."

"Where is Ursa?" Peter asked.

"Hercules threw it into the Everfree Forest," Scootaloo said. "Trixie, Starlight and Autumn went to go check on it."

"We're sorry this happened," Apple Bloom said. "When she went with Rumble, we didn't think they would bring out a giant Ursa."

"It's fine, not like any of you could have expected that," Peter said. "Rumble should have known better than to go through with an idea like that.

"Where is he anyway?" Twilight asked.

"He and Silverstream left to find Cap," Scootaloo said.

"And something tells me they're not aiming to fight," Dinky said.

"What does that mean?” Twilight asked.

"During the fight, a bunch of Cap's allies got taken captive, including Remy and mah sister," Apple Bloom said. "Carol said she was gonna throw them in Tartarus."

"Tartarus? But...that's a place reserved for the deadliest creatures," Twilight said. "Is Tony that bothered by Steve's rebellion?"

"I don't know, but honestly, that Carol chick is crazy!" Scootaloo said. "She showed up, attacked with no remorse or concern with anyone around her, and she even hurt Apple Bloom!"

"Hurt her?" a now very concerned Peter asked. "Like physically?"

"Indeed so, that rotten mare physically assaulted our dear, sweet and pregnant Apple Bloom," Diamond Tiara said, amping up the drama. "It was an utter travesty!"

"Rumble came to mah aid, then he took a punch to the stomach from that she-beast," Apple Bloom said. "She was close to doing the same to Silverstream, thankfully Kurt Wagner showed up to her defense."

"He was really brave," Silver Spoon said.

"Anyway, ah thought Carol was a superhero, heroes aren't supposed to hurt civilians, they're supposed to protect them," Apple Bloom said.

"Carol's really lost her way..." Peter said, lamenting this situation. "This is a damn shame. Carol used to be such a nice lady, back when she was Ms. Marvel, she upheld the title of Avenger with honor and integrity. She was always willing to help others, nowadays not so much."

"Hard to believe a lady like that was ever nice," Apple Bloom said. "But, people and ponies can change, fer better or worse."

"I'm sorry she hurt you," Peter said, stroking Apple Bloom's mane. "At least Rumble came to your aid. Despite his bad calls, he made one good choice. Still gonna tear into him for letting Mayday do something so dumb, but that can wait."

"Speaking of whom, where is Mayday?" Twilight asked.

"Upstairs with Franklin," Apple Bloom said.

"I'm gonna need to have a nice talk with her too, she really could have made things bad today," Peter said.

"You won't be too hard on her, will you?" Apple Bloom asked. "She did want to help and she had good intentions."

"Good intentions or not, she should know better than to be that reckless," Peter said. "I'll try to go easy on her the best I can, but I do need to lay down the law."

"By the way, where's Sweetie Belle?" Twilight asked.

"She went to Canterlot, apparently Bobby and Rarity are there, and she's going to try and talk some sense into them," Scootoo said.

"That's quite ambitious of her," Twilight said.

"Ambition's our thing Twilight, when we put our minds to something, we take charge," Scootaloo said.

"She's not wrong there," Peter said. "Sweetie Belle in the future was very ambitious to the point where she was rebel leader."

"I don't doubt that Sweetie Belle's ambition for sure," Twilight said, a hint of sass in her voice. "Still, I don't feel comfortable about this. Bad enough Rumble and Silverstream must go out there, but Sweetie Belle too? I don't want to imagine what'll happen if a fight breaks out."

"She's not alone, she took Smolder and Ocellus with her," Scootaloo said.

"That doesn't help, that's just two more girls potentially caught in the crossfire," Twilight said.

"Not to mention Smolder was very unhappy with what happened to her brother, if she's not careful, she might end up starting a fight, then it's bye-bye to her as well," Diamond Tiara said.

"How are the rest of the students?" Twilight asked.

"Well, their four remaining friends are fine, and I don't think anypony from the School of Friendship was in any danger," Scootaloo said.

"That's good to know," Twilight said. "At the very least, I'm happy you girls are all alright. I also appreciate you looking after Mayday while we were gone."

"It was no trouble, ah feel like the two of us began to make a special connection with one another," Apple Bloom said.

"That's great to hear, Mayday usually has a hard time warming up to others," Twilight said.

"Is it any surprise that Apple Bloom pulled it off, I mean she's family to us, it was only a matter of time before Mayday saw her as such too," Peter said. "Speaking of which, I'd better check on her."

"I'll just wait for the girls," Twilight said.

"One more thing, Princess Celestia came back," Scootaloo said, taking both Twilight and Peter by surprise.

"Come again?" Twilight asked.

"Princess Celestia came back to help out Captain Equestria," Scootaloo said. "She said she's taking her country back."

Twilight almost couldn't believe her ears, after so long without any word of Celestia's whereabouts, to know she randomly showed up to take Steve's side was a revelation she was not totally ready for. Suddenly all the possibilities sprung into her mind, how ponies would handle it, how Starswirl would react, and Luna.

"Celestia, and Luna, on opposite sides..." Twilight's heart began to accelerate. "Are they going to fight again? Oh no, what about The Nightmare? Is it going to consume Luna again? Is she going to turn into Nightmare Moon? What if Celestia has to banish her again? This time out of this Dimension!?"

She felt a hoof placed on her back, the mare turning to see her husband, "Twilight, I won't tell you everything will be fine, because I can't make that promise. What I can promise is that we'll do our best to get to the bottom of this. We're not letting Equestria fall apart."

"Yes...of course..." Twilight took a breath, hoping to ease the worries. One thing was for sure, if Nightmare Moon returned, she wasn't sure how it could be stopped given that The Elements of Harmony were currently useless given the fact that some of its holders were siding against one another. Twilight's only option would be to use them on her own, which she had done before against The Hulk on Earth, but it was a risky move then, and it could be a risky move now.

Twilight's biggest hope was that Sweetie Belle's trip to find Bobby and Rarity could result in the two dropping out of this conflict.

"Peter, we'll keep Twilight company, you go and see Mayday," Apple Bloom said.

"Yeah, of course," Peter said, exiting the room and making his way upstairs.

Going into her room, Peter spotted Mayday laying her head on Franklin's lap, the boy stroking her mane and body to soothe her worries. For Peter, it was endearing how much Mayday has warmed up to Franklin, to know his daughter had at least one friend who cared this much about her, and someone for Mayday to trust.

Franklin took note of Peter's arrival, "Mayday, your dad's here."

"Huh?" Mayday sat up, seeing her dad at the entrance to her doorway. "Daddy!"

Mayday flew over to embrace her father in a hug, "Hey kiddo."

"I'm so glad you're back, I thought you'd be gone longer though," Mayday said.

"Well I missed you way too much to be away more than one night," Peter said, placing his daughter down. "Hey Franklin, thanks for keeping Mayday company."

"It's my pleasure," Franklin said, getting off the bed. "I take it you didn't run into my uncle."

"No, he did come to town though from what I heard, same with your mom," Peter said.

"Yeah, I heard," Franklin said. "Mayday told me she saw them and tried to bring them home using a giant bear."

"That's actually why I came up here," Peter said. "Mind giving me and my daughter a moment alone together? It won't be too long."

"Sure," Franklin said, taking his leave. "Spider-Man, you are going to bring my mom and uncle back, aren't you?"

"I promise to do everything in my power," Peter said.

"Okay," Franklin said, taking his leave.

Peter placed his daughter on her bed before taking a seat beside her, "So...what's this about you riding into town on Ursa?"

"Oh, well Rumble wanted to catch Captain Equestria, but he didn't think he could on his own, so we went to find Ursa so she can help," Mayday said.

"Now tell me, do you think it was the best idea to bring a creature that big into town?" Peter asked.

"Well...I mean, give the situation..." Mayday said.

"Mayday, did Trixie ever tell you about the time those two boys brought an Ursa Major into town?" Peter said. "And how dangerous it was?"

"Yeah, then she got unfairly blamed because Snips and Snails share a singular braincell," Mayday said.

"I mean, not wrong about Trixie, but my point is this," Peter began. "A creature that big shouldn't be walking around town, that's why she stays in the forest. A pony’s house got crushed today."

"Well, at least she's alright," Mayday said.

"That's not the point, if that's all that mattered then Lightning Dust would not have gotten booted from The Wonderbolts Academy," Peter said. "Part of helping others is making sure no major damage is done in the process, this thing with Ursa is why The Accords were created in the First Place, and why some of the heroes have gotten in trouble recently. Your stunt could have made things so much worse."

"Sorry daddy, I thought she could end the fight quickly," Mayday said. "If the fighting ends, then Auntie Applejack, Uncle Remy, Uncle Johnny, Aunt Janet and Uncle Spike can all come home, and Franklin's mom doesn't need to worry."

"Your heart was in the right place, but your mind wasn't," Peter said. "I need you to understand that what you did was a bad idea and could have made things worse. Suppose Ursa got taken away? Suppose you got in trouble with Carol? Or what if Rumble got in trouble because he allowed it? Honestly, I'm disappointed in Rumble for letting you go through with this as well.”

"Are you going to ground me, daddy?" Mayday asked.

"You know I have to; I know you didn't mean to but you did something bad," Peter said. "You can't use the lab for a week."

"Aw..." Mayday pouted. "Not again."

"No dessert either, and more chores," Peter said.

"Can I at least see Franklin more?" Mayday asked.

"I'll think about that," Peter said. Upon seeing a disappointed look on his daughter's face, Peter gently stroked her mane, "I hope you know I don't punish you to make you miserable, it's a chance for you to reflect and figure out other ways to go about problems. You're a smart girl Mayday, but you also need to be wise about how you do things."

"Aren't those the same thing?" Mayday asked.

"Not exactly pumpkin, here's a little saying for you. A smart person gets out of a situation a wise person never would have found themselves in," Peter said.

"Uh...I don't get it, Mayday said.

"You will one day," Peter said, kissing her head. "I love you."

"I love you too, daddy," Mayday said.

"Now...I still have to figure this whole thing out, until then you can spend a little more time with Franklin, mostly because this is hard on him too," Peter said. "If you promise to behave, then I won't have a problem with him visiting after this is done. If you break that promise, then you won't be able to see him for a while."

"I promise, daddy," Mayday said. "I'll do my best not to let you down."

"I know you will, because you're a good kid," Peter said, making his way out the room. Outside he could see Franklin sitting against the wall, the boy having a lot on his mind. "You alright?"

"I'm fine...just thinking about my mom and uncle, and what my dad will do to fix this," Franklin said.

"Well, if anything is bothering you, then you can let me or my wife know," Peter said. "Your uncle is one of my best friends, and I respect both your parents, we'll do anything for your family."

"I know, you and my family are close," Franklin said. "They care a lot about you too. Uncle Johnny says you're probably the first real friend he's had."

"So I've been told," Peter said. "By the way, your mom says you're developing new powers."

"Yeah..." Franklin said. "I'm not allowed to use them without permission, because my parents want to track my progress."

"Does my daughter know?" Peter asked. "Has she ever asked you to use them?"

"...She knows a little, but she also knows my mom's rule, so she doesn't bother me," Franklin said.

"As long as she doesn't drag you into any of her schemes, but I don't think she'll be pulling another stunt like she did today," Peter said.

"Yeah, she's a bit unhappy with herself, I think she really hoped to bring my mom back," Franklin said. "It's fine that she couldn't, I appreciate the effort."

"My daughter's grown quite fond of you," Peter said. "Looks like you truly have become her first real friend."

"Well it's an honor, your daughter's amazing," Franklin said.

"Mind keeping an eye on her for me a little bit longer then?" Peter asked. "I still have a conflict to resolve."

"Yes sir," Franklin said.

"Don't be so formal, just my name is fine," Peter said. "Now, I have to go and help my friends out."

"I'll keep Mayday safe until you get back," Franklin said.

Peter returned downstairs, finding that Starlight, Trixie and Autumn had just walked in, the three consulting with Twilight.

"Peter!" Starlight said, the other two girls immediately noticing.

"Hey girls, exciting day, huh?" Peter said.

"Days like these remind me that I need a nice vacation to get away from all this drama," Trixie said.

"Don't you have bits saved up?" Peter asked. "Or did you spend them all on those fashionable clothes you never wear?"

"I wear them! Also I don't spend them all on clothes, I have other expenditures that I use them on as well," Trixie said. "You think Spa days pay for themselves?"

"Oh I could use a spa day," Starlight said.

"We could all use one, maybe after we end this rebellion," Peter said.

"The sooner the better, if this keeps up, Equestria will be left vulnerable if another villain shows up, be it from outside our dimension, or from within it," Twilight said.

"Isn't there at least one guy out there you need to catch?" Scootaoo asked.

"Yeah, Martin Li," Peter said. "Wish I knew where he was right now, I've been meaning to track him but with this rebellion stuff, my mind got shifted."

"What about that pirate bird lady?" Trixie asked.

"Celaeno?" Peter said. "Yeah, she basically disappeared without a trace. I mean, I get the feeling she's not that much of a threat on her own but she does work for The Storm King."

"No one's seen The Storm King since that invasion a couple of months back," Trixie said.

"He left this dimension with Loki and those other villains," Peter said. "At least he's not a problem at the moment but if he comes back with those same allies and army, then this world's screwed."

"Do you think Tony Stark is aware of this?" Starlight asked.

"He should be," Peter said. "But that won't stop his determination to end this conflict."

"Theoretically he should, I mean it's hard to plan against an invasion if he's worried about someone damaging his army from within," Autumn Blaze said.

"Good point," Peter said. "Anyway, our next point of action should be going to Canterlot and finishing the conflict there."

"Right, the sooner we end this, the sooner things can go back to normal," Twilight said. "Then hopefully my school will be running like normal again."

"You know, speaking of school, I hear there's a young filly who's not quite getting the subject of Friendship," Trixie said.

"And without my friends around to help, she's going to be even more confused," Twilight said. "All the more reason to end the conflict."

"Strange priorities," Peter said. "Does this girl want to make friends? Is she interested in doing so?"

"Funny, Mayday asked a similar question," Trixie said.

"To answer your question, she does act like this is a waste of time," Starlight said. "And it's not that she isn't getting it, it's just that she's simply not interested."

"Twilight, if you fix this school, you really need to make it more accessible to introverted individuals," Peter said. "I mean you of all ponies should know that not everyone learns the same way, given that one time you tutored Rainbow Dash in unique fashion."

"I'm aware of that, that's why Starlight's a guidance counselor, to give them tips on how to make friends," Twilight said.

"That's a start but you need more than that," Peter said. "Also, you should also properly organize the students by age groups, I mean, how old is this filly exactly?"

"I want to say about...seven or eight, she's around Mayday's age," Starlight said.

"Well depending on the students in her class, that could impede her progress," Peter said. "She might be in a class with mostly teens and adults. I mean The X-Men have a school with all types of ages and they organize it well enough. Honestly Twilight, when you asked for their help, I thought it'd be more than just teaching roles."

"I didn't think it'd matter much," Twilight said. "But alright, one more thing to work on. Once this ends, I'll go talk things out with that filly, teach her the value of friendship."

"At least let her start small," Peter said. "Do what we did with Mayday, find one friend she's compatible with and see if it grows from there. It's good to have friends but everyone makes them differently, and some just prefer to keep it a small number. Quality over Quantity."

"Unless you're Pinkie Pie," Trixie said. "That girl loves having millions of friends."

"Some just have that gift for communication, like Tony Stark," Peter said. "Clearly Cap has that too, but they need to use that gift to better communicate with each other."

"Didn't Cap try to?" Twilight asked. "I mean, it seemed obvious that The Accords were a terrible idea, at least to him."

"Well, those two have no trouble at all finding their voices," Peter said. "They just need to find their ears. Tony's Accords isn't a terrible idea, like your school, it has good intentions, it just needs a few kinks ironed out. Cap's frustration is understandable, but even I feel like he may have overreacted with the rebellion. I mean, yeah our friends got arrested, but we could have worked through the system, I myself was ready to march to Canterlot the first chance I got and told Tony that I didn't agree with this."

"Would Tony have listened?" Autumn Blaze asked.

"He would, it sounds like he and Peter have a good relationship," Trixie said. "Peter's probably the son he wish he had."

"Well, I can't say for sure, but Tony is someone I admire," Peter said. "I admire Cap too, which makes this even more difficult for me, but I already know what I need to do."

"Even if he can't get through to Tony, there's still Spitfire," Scootaloo said. "She has a lot of respect for Peter."

"Luna too," Apple Bloom said. "Peter is arguably her first real friend."

"You know what to do now Peter," Trixie said. "Use that charm of yours to not only convince Tony but also make those mares swoon for you enough to end this debacle."

“Or, I do it normally,” Peter said.

"Twilight can help too, especially with Luna," Autumn Blaze said. "They're both Princesses after all, and good friends."

"I can probably convince Luna, and I don't think I'll have much trouble with Tony or Spitfire, but that leaves one problem," Twilight said. "Carol Danvers."

"Leave Carol to me," Peter said. "I'll get to the bottom of why she's acting this way, even if I have to rough the answer out of her."

"Can you take her in a fight?" Apple Bloom asked. "She seems really strong."

"No doubt she's strong, she's an Avenger," Peter said. "But, despite what she thinks, she's not indestructible. Plus, I still have one advantage over her, it's in my lab."

"Yer lab?" Apple Bloom asked. "Wait, ah saw a suit down there, Mayday said it's something you've been working on since yer fight with that Goku fellow."

"So you've seen it," Peter said. "It's just a little something I've been working on to increase my speed. Even Rainbow Dash will be amazed at how fast I can go. I haven't tested it much, but the best practice is out in the field."

"If anyone can stand up to Carol, it's you," Starlight said. "Oh, and Twilight too."

"I wouldn't mind getting my hooves on her," Twilight said. "Especially after all the grief she's caused."

"Then it's settled, we're going to take a trip to Canterlot," Peter said. "You ladies mind watching my kids a bit longer?"

"No objections," Apple Bloom said.

"Totally," Scootaloo said.

"If we must," Diamond Tiara said.

"I don't mind," Silver Spoon said.

"We're still getting paid, right?" Dinky asked, then took a punch from Scootaloo to the sides. "Quit it!"

"Alright, first we're gonna check on my Aunt, Benjy and Hope, then we're off to save the world," Peter said.

"That reminds me, Benjy might be hungry," Twilight said. "I'm gonna need a little time to feed him."

"We could help cook something for you," Silver Spoon suggested.

"Thanks, but what I'm about to feed him doesn't need to be cooked," Twilight said.

"What does that mean?" Silver Spoon asked.

"She's going to feed him her mother-milk obviously," Diamond Tiara said. "You know, like newborn mothers usually do?"

"Oh yeah, soon Apple Bloom's going to have to do that," Scootaloo said, earning a concerned reaction from her friend.

"Right...say Twilight, does that hurt in any way?" Apple Bloom asked. "Ah got a lot of mixed reactions from mah sister and yer friends."

"It takes getting used to, since Benjy is my second child, it feels more natural to me than it did with Mayday," Twilight said.

"Alright, guess I'll find out sooner or later what it's like," Apple Bloom said.

"Remember, we're here if you have questions, being a mom can be scary at first but it's also rewarding," Twilight said.

"That's what mah sister and Cheerilee said," Apple Bloom said. "It's something Sugar Belle said she wants to experience one day."

"I'd like to be a mom someday as well," Starlight said.

"Same here," Autumn Blaze said.

"Eh, I'm on the fence," Trixie said. "Being pregnant seems like a lot of work, if I do become a mom I'd rather skip that part."

"I mean, you'd have to adopt then," Peter said. "Or find a single husband that already has a kid."

"Eh, not sure if I want to get into a relationship, let alone married, seems like a lot of work, so I might skip that part too," Trixie said.

"...So, you would rather be a single mother of an adopted child then?" Peter asked.

"Yeah, why not?" Trixie said. "No marriage problems, no annoying pregnancy, and I get to be a mother and pass my knowledge onto my child."

"Wow, you definitely have goals there Trixie," Peter said. "Of course, Scott may be disappointed."

"Ugh, how many times do I have to tell ponies, I am not romantically interested in Scott Lang, he's just my friend and I am very content with that," Trixie said. "Besides, he has issues of his own and I don't think I'd make a good wife to him."

"Really? I think you'd make a great wife Trixie, you have that special nurturing side to you," Peter said.

"Don't you have a world to save? Don't worry about who I marry, just get going, both of you," Trixie demanded.

"Fine, just throwing it out there," Peter said.

"We'll fix this, hopefully soon," Twilight said.

"Well...here's hoping everything works out," Starlight said. "I hope the students will be fine for a little bit longer."


Not too far from the School of Friendship, Cozy Glow was trotting around, taking note of her surroundings. She could see the damage caused by the recent fight, including the wrecked homes. Thankfully none of the ponies were hurt, but they were bothered by what happened.

One thing she noticed was the Cake Family, offering some pastries to some other families, bringing joy to their faces. In fact all she saw were families, some comforting each other, some working to clean things up, some even looking excited, even some foals finding time to play together, treating the fight earlier today like one big entertaining spectacle and debating which team of heroes would win.

This upset Cozy Glow, her whole like she never knew the love of parents, or what it's like to have siblings. She could barely make any friends, and most of the time she was merely shunned away. To see all these ponies enjoying what she felt she should have had brought anger and frustration to her, her emotions of loneliness flowing through her heart, the desires that manifested inside her very being.

Sometimes evens seeing the Parker-Sparkle family upsets her, seeing any of her teachers' families upset her. She wanted friends, she wanted family, and she was determined to make things right, even if she had to take measures to ensure it.

"Cozy Glow, Status Civilian" a nearby Patroller Robot said, scanning the filly. "No violations thus far."

"Don't you have a town to fix? Scrap heap," Cozy Glow asked.

"Don't you have a personality to mend? Runt," the robot said, flying off.

"Ooooh," Cozy grabbed a large rock, ready to throw it at the robot.

"Cozy Glow!?" Sandbar said, the filly quickly dropping her rock.

"Hi Sandy," she greeted.

"Hey, we were supposed to be heading back to the dorms, Jubilee's gonna get worried," Sandbar said.

"Sorry, I guess I got distracted," Cozy Glow said. "I'll go with you now."

"Good, stick close to me," Sandbar said, Cozy brushing up against him. "You don't need to be that close."

"I know, I just like it," Cozy Glow said, then found herself being moved away slightly.

"Cozy, your crush on me is cute but you need to dial it back," Sandbar said. "I'm too old for you anyway."

"Only by a few years," Cozy Glow said. "The only reason it looks weird is because I'm smaller than most ponies, but that doesn't change the fact that I'm almost an adult."

"Almost isn't enough here," Sandbar said, then saw that Cozy Glow was getting a little dejected.

"Am I not good enough for you? Sandy, I can be everything you need in a filly!" Cozy said. "Oh what, you have your eye on someone else? It's Yona isn't it! I've seen how she looks at you. I bet she has bad breath or something."

"It's not, I don't have a crush on Yona, Ocellus or Smolder," Sandbar said. "Cozy, I don't mean to hurt your feelings. Can't you just focus your crush on somepony else?"

"You really think it's that easy?" Cozy Glow asked. "I'm not crushing on you for fun you know, it's hardly a crush at all. I have real feelings for you, Sandy!"

"Didn't you also have feelings for Rumble?" Sandbar asked. "If you were able to move on from him, then you can move on from me."

"I just thought Rumble was cute, it's not the same how I feel about you Sandbar," Cozy Glow said.

"What's the difference?" Sandbar asked. "Like, what makes your feelings for me different than Rumble's?"

"For starters, we a lot of time together, you're one of the only ponies who's been really nice to me, you always treated me like a friend and you always thought me and my feelings," Cozy Glow said. "Rumble's just a pretty face, you're a good pony with a big heart, and I always feel happy when I'm with you."

Sandbar wasn't sure how to immediately respond to that, seems like Cozy put more into this than he thought she would, "I guess that can make sense."

"You guess?" Cozy asked, a little annoyed. "You're cute but you're also dense. That's fine, according to Jubilee, some boys can be dense, but that doesn't change the fact that a lot of them are pure at heart like Peter Parker and Kurt Wagner."

"I'm not that pure," Sandbar said. "I got a bit of a wild side. Remember that bug bear thing at Friends and Family Day at the school?"

"Oh yes, you got everyone all worried," Cozy Glow said. "But that just means you're also fun. I mean, between your looks and personality, not to mention that you're a smart boy, you seem like the total package. Plus, we're already friends, taking that next step shouldn’t be hard. I want us to be something together, I want to have somepony for me to love and have him love me back. You can understand that right?"

"I can..." Sandbar said. "But-"

"I love you, Sandbar," Cozy Glow said. "Please, give me a chance to prove I can be your girlfriend. Give me a chance to prove that in the future, I can be a good wife for you, and the best mother for your children."

"Cozy..." Sandbar wasn't sure how to explain this without hurting her feelings, and given how sensitive Cozy Glow could be, that was much easier said than done. "At least let me consider it, I'm not saying 'no', I'm just saying 'not yet', is that alright with you?"

Cozy had no immediate response, the filly just flew in to hug the stallion before her, "Don't make me wait too long."

Sandbar hesitated a moment, but slowly returned the hug. He had to admit, he really thought Cozy was a nice girl. He couldn't say that he loved her the same way she loved him but she was definitely someone he cared deeply about. He could never imagine hurting her, and this was going to be a headscratcher for him, but until then, he just had to ensure this would be done so that he wouldn't have to lose the friendship of a girl as sweet as her.

Not too far in the distance, Martin Li was observing this from behind a house, "What an interesting time to come back. First a big fight involving Captain America, now our little Cozy Glow has taken the next step in her own personal goals. I hope for the best out of her."

"Someone's a softie," came the Negative force within Martin's head.

"Enough, a little purity isn't a bad thing, regardless of her allegiance, even she has feelings too," Martin said.

"Oh, I'm not against feelings, they're quite fun to manipulate," Negative said. "Maybe we can help her out if you're that concerned."

"That's not what we're here for," Martin said, then quickly hid again when he saw a curious Deadpool nearby.

"Wade, what's wrong?" Pinkie asked.

"I thought I heard something," Deadpool said. "Must have been my imagination."

"Or that weird voice in your head," Pinkie said.

"No, that's a more annoying sound," Deadpool said, then was quiet a moment. "Oh shut up! You are annoying! Freaking yellow box!"

"Seems I am not the only one cursed with an internal voice," Martin said.

"Curse? I am a gift," Negative said.

"Sure you are," Martin sarcastically remarked. "Now, with the internal conflict within The Avengers, this is the perfect opportunity to help Cozy Glow with her plan, just go along with it for now."

"Fine by me," Negative said. "Let's hurry."


Even in Tartarus, Discord and Eris were observing the situation from their crystal ball, both amazed by what was happening.

"To think that The Avengers could fall apart like this," Discord said. "Could you ever imagine that this could have happened?"

"It is a bit strange, The Avengers where I'm from were a bit more open with their feelings," Eris said. "Not to say that Tania Stark and Stephanie Rogers did not butt heads a lot, sometimes they seemed worse than what we have now."

"Sounds fascinating," Discord said.

"Anyway, let’s say The Avengers do fall apart, how do you plan to use that to your advantage?" Eris asked. "Will you move up the invasion?"

"While it's one less thing for my team to worry about if The Avengers fall apart, I don't want to quite move the invasion up yet," Discord said. "At the very least, we'll see if they can rebuild, just to give them a fair chance, or hit them with a deeper realization that the Avengers aren't as mighty as we once thought."

"Sounds devious, but that's your style, or rather, I mean OUR style," Eris said. "But is there a real reason you're doing this? It seems like this goes beyond any revenge you want against Equestria for thwarting any evil plans you once had."

"It's true, being turned into stone for a thousand years was not pleasant, and certainly not something I'd wish upon others," Discord said, though Eris didn't buy that claim. "But there is more of a reason, and it has to do with Peter Parker."

"Right, Spider-Mane as he's called in this Universe," Eris said. "Doesn't roll off the tongue as well as Spider-Mare though."

"He gets a lot of criticism," Discord said. "My point is that well, he's an entertaining fellow, I love seeing him battle through the odds and go beyond the limitations of his abilities. That's why I've been orchestrating so much over the years. Bringing in old enemies, having him fight The Saiyans, and now all this, I mean I didn't even plan for the Avengers to fall apart, that was a happy coincidence."

"I guess I can't blame you for wanting to see what Spider-Mane can do, if he's like Patricia, he has a lot of heart and determination," Eris said. "And it sounds like you have quite the army."

"Yes, of course I did have to take into account the other heroes, but they're quite fun to watch fight too," Discord said. "A few months ago, I brought Wolverine's enemy here, it was quite a spectacle. He nearly crossed a few lines but it all turned out just fine."

"Why am I not surprised that the Wolverine of this dimension is a grizzled man-beast?" Eris said. "The one back home, well she's very aggressive, and none too feminine."

"Oh I bet it's there if you look closely enough," Discord said. "I bet she's a good catch for that male Fluttershy, oh what was his name again?"

"Butter Scotch," Eris said. "I guess he's the only one who brings out my Wolverine's girlish nature."

"Say, after we unleash my plan on this world, want to try it on yours? Just to see what'll happen?" Discord asked.

"I'll think about it, might he hard for me to gather the forces you did," Eris said. "Which was way more than I expected."

"Well I had only a handful in mind, but once more heroes showed up, I had to make a few adjustments to my plan," Discord said. "Right now, I think I have enough for the show to start, though some of the residents in this world do have me a bit concerned, what with their reality warping capabilities."

"Oooh, reality warping, that sounds fun," Eris said.

"You know, there's one thing you might be able to help me on," Discord said. "Would you mind keeping an eye on a woman named Wanda Maximoff? Last I spotted her, she was in Vanhoover, working on a Pear Farm along with her brother Pietro and some friends."

"Sure, I can manage that," Eris said. "Be nice to see more of this world."

"Just be weary around her, she's a powerful witch, even I am not sure the full potential of her abilities," Discord said.

"I think I can handle a witch," Eris said.

"No...you can't," Discord said, Eris amazed how serious his tone became. "Promise me you'll be careful, if left uncheck, her powers and abilities could bring ruin onto Equestria."

"Uh, alright, you got it," Eris said. "While I'm at it, any chance I can check on Peter Parker? I'm very curious about him. Plus, from what I've seen, he's kind of cute."

"Lots of females find him cute, you're just one of many," Discord said. "Also, in addition, keep an eye out for a boy named Franklin Richards, another reality warper."

"Two reality warpers from Earth? How many are there anyway?" Eris asked.

"There are likely more, but two living in Equestria," Discord said.

"Your team knows what they're getting into, right?" Eris asked.

"Eh, maybe, maybe not, in the end, everything will fall onto our command, we're like the King and Queen, and they're just the little pieces we get to move around," Discord said. "My Rook Cozy Glow is still on the playing field, and hopefully my Bishop Goku Black agrees to join, but with the effort from Otto Octavious and Annihilus, that's becoming more and more likely."

"So, I'm a Queen huh?" Eris teased. "Well I suppose that is better than being King, I get to move more spaces than you."

"Yes, but the King is the most important piece," Discord said.

"And how many spaces can the King move?" Eris asked.

"Well...one," Discord said.

"Just one? Oh that poor King, just one step hurts his itty bitty wittle feet," Eris teased, much to Discord's annoyance. "I'm just messing with you, come on, you of all people can take a joke. I should know because you and I are basically the same."

"I suppose so," Discord said. "Forgive me, maybe I am a bit of a grump lately, truth be told, I worry about this plan. This is all just a game to mess with Peter Parker and get revenge on the Princesses for thwarting my plans. Though, there are times I worry about all the terrible things that may happen to this world and...well..."

"Are you growing soft on me, old man?" Eris asked.

"Hey, you and I are basically the same age," Discord said.

"Again, take a joke," Eris jokingly reassured. "But wow, you really are kind of bothered aren't you? Maybe you should reconsider whom you invite then."

"I can't back out now, I talked such a big game after all," Discord said. "If worse comes to worse though, I can just send everyone away, I want some fun but I don't want to go too crazy with it."

"Well, I'll let you do what you want, but if you really need help, you know I'm right here by your side," Eris said.

"Thanks, I do appreciate that," Discord said. "Funny, the only person who understands me, is myself apparently."

"You probably need more friends," Eris said.

"Or, maybe I just need more of me," Discord said.

"We are our own greatest company," Eris said, the two having a nice laugh together.


In Canterlot, Sweetie Belle had gotten off the train and was trotting to the center of town with Smolder and Ocellus right beside her.

"I hope it doesn't take long to find Bobby and Rarity," Sweetie Belle said. "Though my guess is that they're at the castle, along with the other heroes."

"If they are, would we be able to get inside?" Ocellus asked.

"It shouldn't be hard if you're with me, I mean I am the little sister of an Element of Harmony, who herself is married to one of the heroes," Sweetie Belle said. "Plus Peter and I are really close, that should help too."

"How did you and Spider-Mane get so close anyway?" Smolder asked.

"I've known Peter since he first came to Equestria, though at the time I didn't know he was a superhero," Sweetie Belle said. "Even then I didn't even know he was a human, I didn't know what a human was. But over time we bonded, it started when me, Apple Bloom and Scootaloo made him part of the Cutie Mark Crusaders, which made sense since back then, he didn't have a Cutie Mark either."

"So the core members were all really close with Peter," Ocellus said.

"Exactly, over time we bonded with him and stood by his side when ponies first began to mistrust him, this was when everypony found out he was a human and some didn't think he deserved to be Prince of Equestria," Sweetie Belle said.

"It's hard being an outsider, but it sounds like Peter handled it well," Ocellus said.

"He's kind of used to it, back home he always felt like an outcast, and this was before he got his powers," Sweetie Belle said. "He called himself a wallflower, he wasn't good at talking to other people, he was always so shy, didn't help that he got bullied so he couldn't trust people very well."

"Starting to see why he got so protective of his daughter," Smolder said.

"Yeah, Mayday is similar to Peter, she's not very social and she's too shy to talk to ponies," Sweetie Belle said. "One difference is that she's a bit short tempered and when she does talk, she's pushing everyone even further away. Even I couldn't really get close to Mayday, it's a miracle Rumble did."

"You think Mayday will grow out of her shyness?" Ocellus asked.

"It's hard to say, I mean there are some who stay kind of introverted, they just learn to live with it," Sweetie Belle said. "Peter admits he's not always comfortable around new people, he just tries to push beyond his boundaries. Twilight has to as well since she's the Princess of Friendship. Even Fluttershy, who's pushing past that, prefers her friend group for the most part, but she's capable of making friends on her own."

"Maybe Mayday really does need that school then, cure her of that shyness," Smolder said.

"Don't say that out loud, you're gonna cause trouble for yourself," Ocellus said.

"Spider-Mane's not here, he's not gonna hear me," Smolder said. "I'm just saying that if I can put up with that school, I think the little Princess can put up with it."

"It's Peter's choice if she attends or not, it isn't up to us," Ocellus said. "Peter knows his daughter better than we do."

"Sounds more like he's projecting his worries onto her," Smolder said.

"Take it easy, Smolder, Peter just wants what's best for Mayday," Sweetie Belle said. "Maybe Ember sent you to the school because she knew you could handle it."

"Honestly it felt more like she wanted a dragon there and I drew the shortest straw," Smolder said. "It was so boring the first week too."

"Well why did Ember want a dragon there?" Sweetie Belle asked.

"To learn how to be friendlier and to form a closer bond with ponies," Smolder said. "Same with all our other friends, aside from Sandbar."

"And Cozy Glow," Ocellus said.

"Right, her too," Smolder said. "Barely counts though."

"Smolder!" Ocellus scolded.

"You know, it's ironic," Sweetie Belle said. "You were all sent here to make friends and form closer bonds with ponies, meanwhile you ended up forming your own group that had only two ponies. Did you ever consider branching out and making friends outside your group?"

"Well, we do talk to some ponies there, like Toola Roola and Coconut Cream," Ocellus said.

"We even played a ball game together," Smolder said.

"But are they your friends?" Sweetie Belle asked.

"Kind of?" Smolder said.

"Truthfully, it's still a bit hard for us to make friends, I will admit, I'm very shy by nature, and so is Smolder," Ocellus said.

"I'm not shy! I just don't like talking to others," Smolder said. "There's a difference."

"Uh-huh, sure there is," Ocellus sassed. "But this is still a work in progress for us. I'm not sure if sticking together like we did was the best way to go about things."

"I think it's fine, you just have your own group you feel comfortable with, and that's all that matters," Sweetie Belle said. "I've made a few friends, but I always feel comfortable with Apple Bloom and Scootaloo the most. If you two only have those five friends, well, that's great. Even Mayday's recently learned to make at least one friend, and that's better than nothing for the most part."

"Is this that 'Quality over Quantity' thing Peter keeps talking about?" Ocellus asked.

"Probably," Sweetie Belle said. "I think Peter just wants everyone to be happy. I mean, nothing wrong with pushing past your comfort zone, but it needs to be a combination of your own pace and some friendly encouragement, of course that varies between the individual."

"You're very intelligent, Sweetie Belle," Ocellus said.

"Aw, thanks, you're sweet," Sweetie Belle said. "I don't know why I used to not like you."

"Because Rumble told you not to like us," Smolder said.

"Uh, I'm quite capable of thinking for myself," Sweetie Belle said. "Look, it doesn't matter now. Point is, I like you girls, even you Smolder, you're kind of tough on the outside but I sense something soft deep down. You had so much fun at my sister's shop after all."

"It was...alright," Smolder said, shyly looking to the side.

"You should come by more often, actually, this might be perfect," Sweetie Belle said. "I think you could use a friend like me Smolder, there's so much I can do for you."

"You?" Smolder asked. "Like what?"

"You're strong, but you kind of lack confidence, just like Scootaloo at times," Sweetie Belle said. "I'm going to help you gain that confidence."

"Do I look like I need a confidence boost!?" Smolder asked, flexing her arm. "I played hard at that Buckball game which YOU got lucky at. I even helped fight villains! I have confidence."

"See, that's the thing, you act like this because you want to look tough because that's expected of you from a dragon," Sweetie Belle said. "You're just being what everyone thinks you should be, but you're not being who you want to be, and that's a girly girl just like me."

"Huh? No I don't, being girly is lame!" Smolder said.

"Because you're not confident enough to accept that it's alright to be girly," Sweetie Belle said. "Look, I'm not saying you HAVE to always be super feminine, I mean my sister's feminine but she knows when to put that aside when she needs to. It's great that you're so tough and strong, and that's admirable, but part of strength is not being afraid of being yourself. You want to flex your muscles, you do that, but don't be afraid to want to dress nice or do feminine things."

"Wow, you're not just intelligent, you're very perceptive," Ocellus said.

"Well I've seen it with Bobby and Scootaloo" Sweetie Belle said. "See Bobby and Scootaloo both put on an act to be cooler or tougher than they appear. Rarity is good at sensing when Bobby's trying too hard, and I've practiced that with Scootaloo. I've even seen Apple Bloom do that with Rumble when he acts too macho tough."

"Maybe you should join the School of Friendship, you might be able to help a lot of ponies," Ocellus said.

"I'm not entirely an expert, but I'll consider that," Sweetie Belle said, then focused on the dragon before her. "As for you Smolder, I just want you to know, I think you're very pretty and I hope you don't think that's anything to be ashamed of. Embrace that part of you, and just be yourself."

Smolder turned away to hide her blush, still trying to play it cool, "I'll think about it."

"You can come over to my house if you want to, all three of us can just go and be ourselves," Sweetie Belle said. "Maybe we can even do sleepovers."

"Would Rarity mind if we're there while she's at Manehattan?" Ocellus asked.

"I don't mean the Carousel Boutique, I don't actually live there, I just stay there when my parents travel, which is often," Sweetie Belle said. "Though I am eighteen, so I haven't needed to go there since I was a little filly. Still, you can come by my house, my parents won't mind, even if they're away."

"Well, if you feel that way, then I'd love to," Ocellus said.

"Sure, I'm fine with that," Smolder said. "Not to do anything girly or anything."

"Smolder, I want you to just be comfortable with yourself and do things at your pace," Sweetie Belle said. "More than that, I just want to know the real you."

"This is a good opportunity for us Smolder, wouldn’t it be nice to make a new friend?" Ocellus said.

"Eh, can we trust her? I mean, she was our rival not too long ago," Smolder said. "She wasn't exactly nice to us."

"You're right, and I'm really sorry for my actions," Sweetie Belle said. "I do want to make it up to you."

"Learn to forgive Smolder," Ocellus said.

To the dragon's annoyance, she agreed to this, "Alright fine. But I still don't fully trust you yet."

"That's fine, I'll work for that," Sweetie Belle said. "Castle's up ahead, let's hurry.

The trio of girls made their way close to the castle, spotting many heroes just outside the main gates, Sweetie Belle keeping an eye out for her sister and brother-in-law.

"It's like a small army," Smolder said. "Captain Equestria must have really gotten Tony Stark pretty riled."

"I'm worried, I don't really like the idea of heroes fighting one another, what if it leaves the country in a bad state?" Ocellus said. "At any point a villain could show up and pick the heroes off."

"All the more reason to find Bobby and see if we can talk him out of this, and hopefully everyone else," Sweetie Belle said.

"Will that even work?" Smolder asked.

"Can't hurt to try," Sweetie Belle said.

"Sweetie Belle!?" Came Rarity's voice, the mare making her way over with Bobby. "What in the world are you doing here?"

"Looking for you," Sweetie Belle said. "I haven't heard from you in forever."

"Sorry about that, but duty calls," Rarity said.

"Yeah, not sure if you're aware, but we kind of have an issue with Captain America," Bobby said.

"I'm fully aware, Peter made sure everyone in town knew," Sweetie Belle said. "How did it even get this bad?"

"Also, what's this about the dragons being banished from Ponyville!?" Smolder asked.

"Oh, you're here too," Bobby said. "You even brought...uh, I don't know your name."

"I'm Ocellus," the Changeling introduced.

"Right...so, Smolder right? You want to know why the dragons got banished? The answer is easy," Bobby began. "Back when they were helping out Hercules, just as I got there with She-Hulk and our squads, they decided to betray us, for like, no reason at all. Hercules turned against us, The Dragons turned against us, which includes Spike."

"It breaks my heart knowing little Spikey-Wikey would do something like this," Rarity said, much to Bobby's annoyance.

"Yeah, poor Spikey-Wikey," The hero sarcastically remarked. "Anyway, from the sounds of things, Garble was especially hard to work with, one of the Wonderbolts said he nearly burned her fighting Johnny. He's definitely not ready to interact with ponies."

"Hey, don't say that, my brother actually does his best to be friendly," Smolder said. "It's just difficult for him sometimes, it's difficult for all dragons."

"See, you have to say this stuff, because it involves your brother and his friends," Bobby said. "Understandable but not enough to excuse his actions.

"At least you get to stay in Ponyville with your friends dear," Rarity said.

"But what about her family?" Sweetie Belle said. "It's not fair that her brother isn't allowed to come see her."

"When has he come to see her? Again, he doesn't seem to like ponies," Bobby said. "Dude's mean to Spike just for associating with ponies, don't act like Luna's completely in the wrong here.

"It's true ponies and dragons are known for not getting along, but clearly some can," Sweetie Belle said. "Smolder here is good friends with Sandbar and Cozy Glow."

"Which is fine," Bobby said. "Honestly that's a good thing, Smolder should just focus on what she has than what she doesn't."

"Would you be happy if you were separated from your family?" Smolder asked.

"Hey I'm fine never seeing my family again," Bobby said. "I only care about Rarity and our daughter."

"Huh? Why would you say that? Family is a great thing to have," Ocellus said.

"Not when you're a mutant like me," Bobby said, showing off his ice. "Back home, this isn't normal. People like me get treated like freaks and outcasts because of our powers. You two think you have it bad? At least you're considered more normal than I am."

"Well Mr. Drake, in a way, you're not acting much differently than those two persecute you back home, because you're part of a group that is currently persecuting heroes for doing their jobs," Ocellus said, surprising Bobby.

"You told me about the Mutant Registration Act, Bobby, what makes The Accords any different?" Sweetie Belle asked. "What's to stop this from growing and affecting the lives of everyone back in Ponyville? What if you're forced to register with The Accords just for having unique abilities? How long before this affects your daughter?"

"Tony wouldn't do that, he knows how bad it was for mutants, he understands guys like us," Bobby said.

"You mean the guy who doesn't actually have superpowers?" Smolder asked.

"You don't need powers to understand, anyone with enough care could understand," Bobby said.

"Care that you're not showing," Sweetie Belle said. "Tell me, did you care when Remy and Applejack were taken captive by Carol?”

That statement froze Bobby more than anything his ice could produce, a moment of doubt etched across his face, "That's...I told them that...Remy and Applejack knew..."

Sensing her husband's stress, Rarity decided to interject, "Listen girls, I know this is hard for you. It's not easy for us either, we certainly did not want to think of Applejack or Remy as our enemies. My hope is that once this is resolved, we can set everything back to normal."

"How?" Sweetie Belle asked. "How will you do that?"

"Uh...The Magic of Friendship?" Rarity said. "It worked before."

"Rarity, you know I believe in that, but even I don't think it will be that simple," Sweetie Belle said. "Face it, even you don't know if Applejack will be fine. You know how hard it was seeing Apple Bloom get depressed about this? Poor girl is pregnant and now she has to deal with the stress of her sister and brother-in-law treated like traitors! Even the mare that was hired to help out the Apples during her pregnancy is a traitor, all because she wanted to be a hero like Remy!"

"Can you imagine what their kids are thinking?" Smolder asked. "Didn't Remy and Professor Applejack recently have a daughter too?"

"We're aware, it's just..." Bobby groaned in annoyance. "Look, I don't have time for this, once we stop Cap, then we can figure this mess out. But we can't do anything as is!"

"Yes you can, all of you can just choose not to fight!" Sweetie Belle said. "Even Tony can choose not to fight, he can give the word and this all ends!"

"It's not that simple dear, Tony is doing this for Princess Celestia," Rarity said.

"Are you aware that Celestia sided with Steve Rogers?" Sweetie Belle asked.

"Well...yeah," Rarity admitted. "There's still Luna though."

"Uh-huh, listen, I'm going to find a place to stay, call me when you decide to make the right choice," Sweetie Belle said.

"Can you even afford a place out here," Bobby asked.

"I can ask Saffron Masala if she has a spare room," Sweetie Belle said. "Let's go girls."

"Not yet, I want to tear into Tony Stark!" Smolder said.

"I don't think that's a good idea right now," Ocellus said.

"Listen to your friend Smolder, you try anything and Luna might send you packing back to the Dragon's Lair," Bobby said. "Stay out of trouble."

"Don't tell me what to do," Smolder said as Ocellus gestured her away.

"Come on, no more trouble," Ocellus said, as the three girls finally left.

"Bobby...are we making the right choice?" Rarity asked. "I mean, I was all for The Accords, I thought Tony Stark had a great idea."

"He does, this is a big chance for us, you to be the seamstress for the heroes, me to be the superhero I know I can be," Bobby said. "We'll help Remy and Applejack, I promise you that. Spike will be fine too, Tony's a bit arrogant at times but he's not a monster."

"Tony's not the one I'm worried about," Rarity said.

"Who are you worried about? Captain Marvel? In the end she's no different from me and you, Tony and Luna call the shots, and Spitfire to an extent," Bobby said. "Plus, you're an Element of Harmony, you're way more important than a lot of heroes here."

"I suppose you're right," Rarity said. "Oh, I should go to my shop, just to check on things."

"I'll stay here," Bobby said. "Oh, maybe we should pick out a nice gift for Blueberry since she's watching over our daughter."

"Way ahead of you," Rarity said.


Not too far off, Thunderlane and Lightning Dust were conversing with Cloud Chaser and Angel Wings.

"I could have been a top level Wonderbolt by now, if I didn't make foolish decisions years ago," Thunderlane said.

"Foolish in an understatement, you were basically imprisoned here, you're just lucky it was in a nice apartment rather than a cell, all because Felicia Hardy took pity on you," Cloudchaser said.

"Eh, more like she wanted someone to satisfy her urges," Thunderlane said. "I mean, I'm not gonna complain about getting it on with a really attractive mare, she's really great in bed, but I was hoping for something long term."

"Instead, you get saddled with raising the daughter the two of you had together," Cloudchaser said.

"Felicity is the best thing that's happened to me in recent memory, I just wish Felicia could appreciate her as much as I do," Thunderlane said. "I know she has her own issues regarding her father so it likely impacted her judgement as an adult, but that's really no excuse, she should have made more of an effort."

"Maybe it's hard for her," Lightning Dust said.

"It doesn't matter if it's hard, if you're a parent, you have a responsibility to be better," Cloudchaser said. "I can't wait till Felicia makes her way through Canterlot, because when she does, I'm going to pound the tar out of her."

"CC, I know you're concerned, but she is still the mother of my daughter, I'd rather you not actually hurt her," Thunderlane said.

"I make no promises," Cloudchaser said.

"Well Thunder, you had a bad few years, aside from being a father, but at least things are improving, keep going and you'll definitely be a Wonderbolt, or at least an Avenger," Lightning Dust said. "If things work well for me, I can bring myself and The Washouts into The Avengers, and you can have a place on my squad."

"Hey Thunderlane, if I may ask..." Angel Wings began. "Why did you use to hate Spider-Mane?"

"That's something I'd like to know too actually," Lightning Dust said. Cloudchaser grimaced, she knew the reason, even if she didn't condone Thunderlane hating Peter, she saw where he was coming from.

"It's...not an easy story, it's actually associated with a bad memory," Thunderlane said. "See a few years ago, Spider-Mane and Spitfire were racing through Manehattan for some publicity thing. There was an accident however, which caused the destruction of part of the city. My parents were in the area at the time...and perished in the accident."

"Wait, your parents died in the city?" Lightning Dust asked.

"I'm afraid so, Rumble took it hard, he tried to be brave but he was only eight when it happened, so emotional strength wasn't his forte," Thunderlane said. "I began to associate my parents' death with Peter, and I felt that if he was that great, why couldn't he save them? Or keep them safe? It wasn't fair that my brother became an orphan so young in his life. I let my anger get to me and I began lashing out."

"I remember how much it hurt you two, Flitter and I did a lot to mend the pain," Cloudchaser said. "We were both extra attentive to Rumble during this."

"Well that explains why you hated Peter so much," Lightning Dust said.

"I did, but that was no excuse for how I acted," Thunderlane said. "Peter's such a nice guy, and it seems like he's been through some crap too, I should have known that if he could have saved them, he would. Honestly, he still doesn't even know what happened to my parents, I mean he knows they're dead but he doesn't know why. Twilight does, but we agreed not to tell him. I didn't want him feeling guilty. Ironic, years ago I would have loved to tear him apart emotionally, but over time I've come to accept what happened, plus I'm a father too now, it's time I put that behind me and pave a new path."

"I had no idea you went through this," Lightning Dust said, placing her foreleg around Thunderlane. "Peter would have definitely helped you if he knew."

"Yeah, I know," Thunderlane said.

"I should have been more understanding," Cloudchaser said. "I should have spoken on your behalf, I should have just explained this to Peter. But then you stormed off, leaving Rumble behind. I was so angry you did that, and I lost a lot of sympathy or you."

"I screwed up as an older brother, and now Rumble's paying the price," Thunderlane said. "He just seems so out of control lately. I mean, acting like a superhero, getting Apple Bloom pregnant, his immature behavior towards those kids from Twilight's school, deep down I'm not sure if he's mentally recovered."

"At the very least, Rumble understands his situation with Apple Bloom, and he's trying to do the right thing by her," Cloudchaser said.

"That's all any mare could ask for in a situation like this," Lightning Dust said.

"I hope I'll have my chance to become a better role model for my brother, and for my daughter," Thunderlane said. "Peter's a great hero, and I know he's been a positive influence, but it's my responsibility to put my share in."

"Peter wasn't his only favorite hero too, Rumble's a big fan of Johnny Storm," Cloudchaser said.

"That reminds me of something," Angel Wings said. "Thunderlane, Lightning Dust, how well do either of you know Johnny Storm?"

"I don't know him well, I just know of him," Thunderlane said. "I definitely got on his bad side considering all the trash talking I did about Peter."

"I wouldn't call him my best friend but I definitely know him a little better since I live with Wolverine," Lightning Dust said. "You know that one, right?"

"I think so, the fierce fighter Timber-Wolverine," Angel Wings said.

"Oh right, someone around here stuck him with that dumb name," Lightning Dust muttered. "Whatever, point is I've interacted with Johnny, especially since me and his wife are rivals. He's a nice guy, very loyal to his wife and to his friends. Has a good bond with Pinkie Pie and is very tight knit with his family."

"I thought as much, thing is, during that fight yesterday against Team Cap, one of the dragons went nuts and started breathing fire wherever, and even though I was fighting Johnny Storm, he still protected me from the fire," Angel Wings said. "It was an obvious reminder to me that he's a superhero and I do have to wonder why we're even fighting Team Cap. Aren't they superheroes too?"

"That's something you should ask Tony, I mean, I can't fathom why we're hunting down other heroes," Lightning Dust said. "But, here we are."

"I'm not excited about this either, but rules are rules," Cloudchaser said.

"Exactly, it's not our call if we should be hunting them down or not," Thunderlane said.

"Wow, I can't believe you're the one saying this Thunder," Lightning Dust said. "The same pony who was not afraid to talk crap about Peter or Equestrian Authority."

"That got me in a lot of trouble, and I'm a father now, I have to be a bit more cautious on how I do things," Thunderlane said. "Everything I do or say can impact my daughter."

"Hey, that's understandable, but honestly, it's alright to break the rules once in a while, even most heroes would if it meant doing the right thing," Lightning Dust said.

"Probably shouldn't say that out loud, Dust," Cloudchaser said, looking around. "You never know who can hear."

"I'm not worried about anyone hearing me," Lightning Dust said. "I doubt most of them have the family I do."

"You mean Logan, Laura and Fluttershy, right?" Thunderlane asked.

"Oh totally, they're great and I love them a lot," Lightning Dust said. "Logan and Fluttershy are probably the most endearing couple in Ponyville. Logan's a strong man but Fluttershy brings out his softer nature, while at the same time, Logan has that sturdiness that Fluttershy can lean on when she's worried. Peter and Twilight are great, and I admit I'm being one hundred percent bias here but, I say that Logan and Fluttershy are the best couple in Equestria, in regard to Hero and Equestrian."

"Bold claim, but I don't blame you, I wouldn't mind a guy like Logan, I'd love for a stallion who's strong against others but soft with me," Cloudchaser said.

"Then why didn't you date me!?" Thunderlane asked.

"Because one, you're a bit immature, and two, you're more like a brother to me," Cloudchaser said.

"Come on, I'm plenty mature now," Thunderlane said.

"Don't worry about it, Thunder," Lightning Dust said, placing her foreleg around him. "You're plenty tough and mature to me."

"Thanks, but I'd like to be able to use that to get a girlfriend," Thunderlane said. "Preferably one that won't basically dump me because she realized she supposedly likes other mares."

"Alright, how about this, Thunder," Lightning Dust began. "You and I can go on a date."

"Huh?" Thunderlane turned to Lightning Dust in surprise. "You and me?"

"Well yeah, just us two," Lightning Dust said. "It doesn't even have to be anything romantic, I just want to get to know you a little better. You do seem like a nice guy and I am interested myself in finding somepony."

"I'm flattered, but...are you sure you know what you're getting into?" Thunderlane asked. "I do have a daughter, if things get serious, then you're going to have an extra bit of responsibility."

"That's fine, your daughter's cute, and truthfully, I kind of want to have a family of my own eventually, I don't mind the head start," Lightning Dust said. "Not saying anything's official, but I do want to give it a chance if you're willing to."

"You should take her up on it," Cloudchaser said. "Lightning Dust can be good for you, plus you'd have an awesome couple name, Thunder and Lightning."

"That does have a nice ring to it," Thunderlane said.

"Now, I'll be honest with you off the get-go," Lightning Dust said. "I think mares are cute, I tried wooing Trixie but she wasn't interested. I thought about Laura but she's too much of a sister to me. I even thought Dash was kind of cute once, that went nowhere obviously. However, I am not going to use that as an excuse to dump you, as long as you treat me right, I'll stay by your side."

"Sure, totally," Thunderlane said. "Alright, uh, it's a date then. But, I don't have anywhere in mind right now."

"You can worry about that later, after the showdown, we'll work out the details," Lightning Dust said, winking at the stallion. "Just show me a good time."

"Right, you got it," Thunderlane said.

"How cute, I can't wait to find a stallion," Angel Wings said.

"You got time," Cloudchaser said.


In Canterlot's throne room, a very frustrated Tony Stark continued to make plans, trying to thwart off Steve with Spitfire and Luna by his side.

"Tony Stark," Came the voice of Starswirl, the Sorcerer entering with his Pillars.

"What is it? I'm busy," Tony said.

"Tony, Starswirl's kind of important," Luna said.

"I know but...ugh, fine," Tony turned to the stallion, "What do you want?"

"I heard some unsettling rumors about Celestia, is it true she has sided with the enemy?" Starswirl asked.

"According to Carol, yes, and I'm a little ticked off about that," Tony said. "I made these Accords to please her royal ass and she goes and pulls this stunt!?"

"Uh, Tony..." Luna said.

"I'm sorry, I know she's your sister but it's just..." Tony groaned in frustration. "What do I have to do to make things right for this world!? I'm doing my best but everyone wants to give me shit! Or destroy my plans!"

"Tony, I know you're mad, but get a hold of yourself," Spitfire said.

"I just...I didn't want any of this, I don't want to fight Steve, fight Celestia, or any of our allies, they're drawing my hand here!" Tony said.

"Perhaps your Accords do need work," Starswirl said.

"The Accords are fine!" Carol said, entering the room with Cadance. "Steve's being out of line, and now Celestia is too. Luna and Cadance at least understand things better, perhaps they're simply more suited to rule."

"Cadance? Do you feel this way?" Luna asked.

"Well...Celestia has made bad choices, I mean, she did sent Twilight out on adventures before she was ready for some, especially that situation with King Sombra," Cadance said. "I went along with it at the time because I wanted to save that Kingdom too but, Twilight could have gotten hurt. Plus Celestia's indecision led to The Accords in the first place, it's like she does things on a whim. If she can't commit to an idea, then she shouldn't be ruling."

"I agree one hundred percent, I would never send a girl out there before she was ready," Carol said.

"Remind me how well Kamala did out there?" Tony sarcastically remarked.

"It's a work in progress," Carol said, much to the annoyance of Tony, Luna and Spitfire. "Point is that we need to press on."

"Right, let's just press on and keep this world safe, and if we have to knock a few heads around in the process, we will!" Tony said. "Starswirl, get your pillars ready for battle."

"Who us?" Flash Magnus asked.

"Yes you!" Tony said. "You're a solider right? Get your ass in gear! All of you!"

"Protect your country," Spitfire said.

"You could say 'please'," Mage Meadowbrook said.

"Fine, 'please' get your asses in gear," Tony said.

"How uncouth," Starswirl said. "But I do want to capture Stygian. However, Luna, you and I have much to discuss later."

"About what?" Luna asked.

"About you, and why you were sent to the Moon for a thousand years," Starswirl said, Luna's eyes widening in worry. "Seems like Celestia may not be the one I should worry about."

Luna nervously turned away, fearing what Starswirl may say to her, something Tony and Spitfire picked up on, and especially Carol and Cadance.

Nearby, Blueblood had listened in on everything, "I hoped to figure this out before another battle took place, maybe there's still time. Aunt Celestia, if you truly are back, I pray you can be a Princess worthy of the throne."


Down in the Dungeon, Applejack was playing her harmonica while the others waited in their cells.

"Back here again, what a shame," Lizard said.

"We'll get out, this ain't over yet," Remy said.

"Can't you blow your cell up?" Angel asked.

"No, they enchanted it so I can't use my powers," Remy said.

"Same here, they really thought of everything," Angel said.

"Well Tony Stark is the one in charge of this crap," Bucky said. "At least he left me my metal arm, not that it's gonna break anything here. Probably did that just to flaunt his genius or whatever."

"Sounds like Iron Man," Dwayne said.

Soon a hero had come down the Dungeon area, someone Bucky immediately recognized, "Clint?"

"Got something for you," Clint said, sliding a key under Bucky's cell. "This will open the doors. But don't do it now, there's a shit ton of heroes out there, they're going to just throw you back inside. Cap's on his way to Canterlot, once a fight breaks out, that will be your ticket to escape, plus give Cap the advantage."

"Wait, why are you helping us?" Bucky asked.

"Because I don't trust Tony, I should have turned against him sooner, but I got hesitant," Clint said. "Consider me on your side, even if I have to blend in with Tony a while longer."

"Very sneaky, Hawkeye," Remy said. "I respect that."

"Thank you, we appreciate it," Applejack said.

"Don't mention it, now Bucky, keep those keys hidden, I don't think anyone should know that they're gone," Clint said. "I'll cover for you if that happens."

"Thanks Clint," Bucky said, eyeing the key. "This ain't over yet."


Back in the Capcom world, sometime after receiving word from Thor, the Angel Whis had his cube fully prepared to travel back to Asgard.

"This is so exciting!" Goku said. "A chance to fight strong opponents, I can hardly wait."

"Goku, we're about to head into a war, that's not exactly exciting," Guile said, the fighter packing with Cammy and Carlos.

"Innocents might be in danger, we're going to help Thor push away his brother, not just for the sake of a good battle," Cammy said.

"I get that civilians need to be protected, and I respect that, but as martial artists, doesn't a good fight excite any of you?" Goku asked. "After all, this is supposed to be the world of intense competition."

"I enjoy a good competitive fight, but I didn't join the Airforce looking for trouble, I joined to protect people, including my family," Guile said.

"Same here, I joined the UBCS to make sure bioweapons didn't hurt civilians," Carlos said. "Though I never expected my employers to be the one endangering those civilians, damn Umbrella Corporation."

"Betrayal stings doesn't it, I know that feeling all too well after Shadoloo," Cammy said.

"Umbrella, Shadoloo, these are like the evil companies right?" Goku asked.

"Yes, our world is home to a lot of great evil, just like any,” Cammy said.

"Such is the fate of any Universe I'm afraid," Whis said. "Hence our trip to Asgard."

"Why are we doing this again?" Beerus asked. "What happens to that world isn't my concern, mortals really need to fight for themselves, it's not a God's place to get involved."

"You don't have to come you know," came the voice of Sunset Shimmer, the girl making her way over alongside Strange, Ryu, Cloud, Chris, and Dante. "You could just stay here, or go back home."

"I don't take orders from mortals," Beerus said, making his way into the Cube. "I'm going to take a nap, wake me when we get to Asgard."

Strange shook his head in shame and turned to Whis, "Remind me what his purpose is again?"

"As a God of Destruction, Lord Beerus is technically tasked to destroy worlds that have no potential or progress so that the Gods of Creation, or Supreme Kais as they're called, can start over and try again," Whis said.

"So they just blow up planets? With people living on them?" Sunset asked.

"Pretty much so, any low-level planet," Whis said.

"That's terrible! Why would a God do that?" Sunset asked.

"It's part of the balance of life, any planet that is deemed useless must be ridden of, a common quality of our twelve universes" Whis said. "I know it sounds harsh, but those are the terms we were given. My job is to ensure Beerus does his job, though he does let the power go to his head often."

"I really can't respect that," Sunset said.

"Neither can I," Ryu said. "And you say that there are multiple universes with a similar format?"

"Indeed there are," Whis said. "Twelve Universes, each with their own Destroyer God, Supreme Kai and Angel."

"Are all Destroyer Gods like Beerus?" Sunset asked.

"No, not at all, some are worse," Whis said.

"That doesn't sound reassuring," Cloud said.

"I speak only the truth, even if it's a difficult pill to swallow," Whis said.

"Applejack's Element," Sunset said.

"Applejack? Is that an entree of sorts?" Whis asked.

"She means a friend of ours from Equestria," Dante said. "She makes pastries with apples though."

"Remind me to pay that place a visit," Whis said.

"Fine by us, just make sure Beerus doesn't destroy it," Chris said.

"Ahem," Strange said, getting their attention. "Pardon the interruption, but we should be getting ready to embark."

"Wait, what about Chun-Li?" Dante asked.

"I'm coming," Chun-Li said, making her way over with Spencer, Strider, Mega Man, Roll, Leon, Trish, Jill and Tifa.

"Is this everyone?" Strange asked.

"For now, once we get to Asgard, there are a few more that are coming," Chun-Li said. "It'd be easier if you made a portal. If that's possible."

"I can try," Strange said.

"Hey if worse comes to worse, you mentioned a girl who can make portals, right?" Sunset asked.

"Is this the that Strange mentioned to be a pain in the ass?" Spencer asked.

"Yes, she is rather difficult to work with," Strange said. "She's talented, but that means nothing without proper training."

"Send her over, if she causes trouble I'll discipline her myself," Chun-Li said.

"Do to her what you'd do to Luke," Spencer said.

"Luke...I actually saw him fighting the other day," Sunset said. "Truth be told, I kind of want to take him on in combat, just to test my abilities."

"I would love to see that, we'll definitely make sure that happens," Spencer said. "While you're at it, kick the crap out of Nero too."

"Nero's not even that bad," Chun-Li said.

"The kid's a wannabe Dante," Spencer said.

"Actually, he's gotten better, and he's coming into his own at least," Dante said.

"Those who are young often have the drive to want to be the best, but they can only go so far without humility," Strider said. "The 'little punks' as they are called will learn that soon enough."

"Talk more in the cube, let's go everyone," Sunset said.

"Will everyone fit, Whis?" Strange asked.

"I believe so," Whis said. "It seems like an ample-"

"Hold on!" Came the voice of Morrigan, the succubus flying in with Felicia by her side. "Don't leave without me!"

"Oh no..." Spencer lamented.

"Morrigan, you want to come to Asgard too?" Dante asked.

"Of course, it seems like a fun adventure," Morrigan said. "Plus, as a staple among the Capcom ranks, I feel I should be around more for these adventures. Plus, if Sunset's going to fight, I want to be around too, I gave her points of my own after all."

"Same here," Felicia said. "I want to see her in action!"

"That reminds me, am I ready to try out what I've learned in my time training here?" Sunset asked. "Do I need more practice?"

"No better training than experience," Spencer said. "Don't worry, we'll be there to watch your back."

"My advice, stick mainly to what you know, magic," Strider said. "Get practice in if you need to, but protecting your life is more important in the end."

"I know, I do want to see how far my training has come along," Sunset said, throwing some jabs. "Think I can get a sword in Asgard?"

"It's certainly worth asking" Strider said.

"Load up," Whis said, everyone standing in the cube. "And, onward to Asgard!"

The cube immediately darted across the cosmos, Sunset looking amazed by what she was seeing so far, "Wow, so cool!"

"This is one way to travel," Mega Man said. "To think such a device like this exists, where did you get it?"

"It's a gift to deities like us," Whis said. "It helps if we need to travel to other Universes, even across parallel dimensions."

"Can it travel through time?" Sunset asked.

"That has never been tested, but recall what Lord Beerus has said, it is forbidden to travel through time, even deities like us could face punishment for violating such a rule."

"Oof, might be bad if you met some of my friends," Mega Man said.

"I know your world does time travel, be lucky you're not under my jurisdiction," Beerus said, the god comfortably laying back in a chair. "I would have destroyed you long ago."

"That's a bit of an overreaction, don't you think?" Morrigan asked.

"Please, all the demons, those virus outbreaks, evil robots, your world's a mess," Beerus said.

"So glad this guy doesn't know about Future Equestria," Leon muttered to himself.

"Well that's why we exist, to fix it and keep people safe," Chris said.

"You need work," Beerus said. "What about you? Guy with the big sword, has your world gone to hell?"

"No, my friends worked too hard to make sure that doesn't happen," Cloud said.

"Good for you," Beerus said. "I'm glad none of you are my Earth though, at least that world is peaceful for the most part, thanks to Goku doing the one thing he knows how to do."

"If you mean fighting, I can do more than that," Goku said. "I'm quite the farmer."

"That you are," Sunset said. "Still quite the superhero."

"I'm not a superhero though, I just like fighting," Goku said.

"Well if you saw someone in danger, you'd help right?" Sunset asked.

"Of course, my grandpa always taught me to help those in need, and I really don't like the idea of innocent people getting hurt," Goku said. "But, I'm not like my son, he actively goes out to stop crime, I just wait at home until someone strong comes, or I go find someone strong. Thing is, a lot of strong people also happen to be evil, so I end up saving the world without realizing it. I don't mind, I mean I was more than happy to stop Frieza from doing terrible things, to stop Cell from blowing up my planet and to stop Majin Buu from annihilating the galaxy. I even fought hard to stop Beerus from blowing up my planet not too long ago."

"Yes, you had to swallow your pride and let your friends give you the power you needed," Beerus said.

"If it meant keeping my friends and family safe, then yeah, I'd do it again, it's a bitter pill to swallow to be given strength rather than earning it, but I do have people I love that I want to protect," Goku said.

"Well Goku, even if you're not a typical hero, that doesn't mean you're not a hero in your own right," Sunset said. "You do the right thing, you help others, I say you're pretty heroic, and really cool."

"Those people in Asgard will probably look up to you assisting in stopping Loki, even if you're just going there to fight, they're still going to see a hero," Ryu said.

"Plus, seeing you fight might actually motivate some of them to want to get stronger," Sunset said. "You could be a real role model."

"I do like encouraging others to get strong," Goku said.

"As a martial artist, I can understand your desire Goku," Ryu said. "You fight and push yourself to get stronger, you may have goals and bars to reach, just like us. For some time, my bar was Spider-Man, but given how you were able to beat him, and your friend who's about as strong as you was someone I could not defeat, I can honestly say you two are my new bars. I still aim to surpass Peter but I also want to surpass you as well."

"You're pretty strong for an Earthling, I think you have the potential if you train hard enough," Goku said. "Same with your friend Dante, maybe it's the demon energy but he's soaring with potential."

"Damn right I am," Dante said.

"Also that guy, Cloud Strife," Goku said, gesturing to the former SOLIDER. "His latent power is amazing, it reminds me of that Sephiroth guy, I'd say their powers are just about equal."

"They have to be, I need to defeat Sephiroth once and for all," Cloud said. "Bastard just won't stay a memory."

"That guy's your rival, right?" Goku asked.

"He used to be my hero, my role model," Cloud said. "But, when he discovered the truth about what he was, he snapped. Burned down my village, he killed my mother, and Tifa's father."

"I tried killing him in revenge, and it nearly cost me my life," Tifa said.

"Then there's Aerith...she did not deserve what happened to her," Cloud said. "I fought Sephiroth, many times, but no matter how many times I seem to kill him, he just comes back. Not sure if you can relate to that."

"I can," Chun-Li said. "We've destroyed Bison a few times, but he usually managed to come back. Last I heard, he was killed by Princess Luna on Marvel Earth, but he always finds a way to return."

"This Bison guy is your rival?" Goku asked.

"In a way, he did kill my father," Chun-Li said.

"He used me as a slave to do his dirty work," Cammy said.

"He also killed my best friend," Guile said. "Or so I thought, Charlie's out there, but not the man he used to be. With Shadoloo currently in a quandary due to Bison's disappearance, at least we can look into that without worry."

"There's that other group to worry about though," Cammy said. "A man called Gill did recently surface."

"Right, we'll have to be on lookout for that," Guile said. "We'll take him down too though."

"Seems like a lot of you have chips on your shoulders," Whis said.

"Many of us have been wronged," Chris said. "When I was a policeman, I was betrayed by my team Captain, Albert Wesker. He at one point had killed Umbrella's Founder, Jill and I tried fighting him but, he was too fast and much stronger."

"I nearly died fighting him, thankfully we had friends nearby to help," Jill said. "He disappeared for a while before reappearing in the Marvel world. Last I heard, he worked on a project called Uroboros, I thought it was related to something Strider Hiryu worked with, but it's much different."

"Which means it can pop up at any time," Chun-Li said. "Let's keep an eye on that."

"We'll find Wesker, and Vergil, and Tron Bonne," Sunset said.

"Who are the other two?" Goku asked.

"Vergil's my brother," Dante said. "After our mother was killed by a demon named Mundus, he snapped. His way of coping was trying to reject his humanity and embrace his demon side, so he wouldn't feel the pain of losing his mother. I had to fight him a couple of times, including a time on Mallet Island when he was under the control of Mundus. Guess he broke control sometime later and joined with Wesker."

"Tron Bonne is an air pirate from a different timeline, she flies around the world with her brothers Bon and Tiesel, along with her 42 Servbots to steal various treasures," Mega Man explained. "Weird, Volnutt told me she wasn't that bad, I don't understand why she would work for Wesker. I mean, I figured Dr. Wily would work for him, he's a bit eviler than she is, but I guess Wesker just offered her something worthwhile."

"Hopefully we can get to the bottom of that, with luck, maybe we can convince her to switch sides," Sunset said. "For all we know, Wesker's holding her or her family hostage."

"I wouldn't put it past him, he once blackmailed a friend of me and Chris, threatening his family's life if he didn't do as told," Jill said.

"Blackmail, sounds like he'd work well with Shinra," Cloud said.

"It sucks when those in higher power turn against you, happened with me at points, especially my time in Ascension City," Spencer said. "Nearly got Mag killed too, helps having friends."

"Never imagined all of you would have such tragic backstories," Whis said. "What about you Ryu? What is your story?"

"Nothing really, I was an orphan growing up, taken in by my Master Gouken, who was killed by his brother Akuma," Ryu said. "Like Cloud, I am constantly tormented with Akuma's presence, he seeks a fight to the death, and no matter how many times I seem to be done with him, he's never that far away."

"Guy really gets from place to place," Ken said. "Even I started to hate him."

"I briefly had that with Nemesis," Jill said. "Even he came back recently in Equestria."

"You wanna talk about getting stalked by B.O.W.s, have you heard of William Birkin?" Leon asked. "There was also that freak in a trench coat."

"Claire's mentioned some of that stuff," Chris said. "I appreciate you keeping my sister safe during that time."

"We kept each other safe, and Sherry too," Leon said.

"You've all suffered in your own ways, but that suffering has made you stronger," Whis said. "You should be proud to have endured and not let despair triumph over you. Lesser individuals would have given in."

"He's right, one reason I think you're all so cool is because you're just as strong mentally and emotionally as you are physically," Sunset said. "Your determination for others to not go through what you do is something else."

"Well, thanks, we appreciate that," Ryu said.

"You're all a big inspiration for me to get better, just like Peter is, and thanks to all of you, I feel stronger than before," Sunset said. "I'm going to continue my training, in time, I hope to not only train with more Capcom Warriors, but warriors from other dimensions."

"You can definitely train with Terry, he'd make a good teacher," Ken said. "Oh, and if you go to Namco, I think you'd get along well with Marshall Law and Paul Phoenix."

"Oh yeah, those guys are awesome," Sunset said. "I've always wanted to go to Law's restaurant too."

"No you don't," Chun-Li said. "I mean, his cooking is better than El Fuerte's, but not by much," Chun-Li said.

"Didn't taste too bad to me," Spencer said.

"Because your taste buds are probably bionic," Chun-Li said.

"Girl, are you for real?" Spencer asked. "The only thing bionic about me is my arm!"

"Your arm looks cool by the way," Goku said.

"Spider-Man said the same thing," Spencer said. "I know his daughter was fascinated too, given that she loves technology."

"Wait, is that why she stares at me a lot?" Mega Man asked.

"Oh yeah, she probably has a crush on you, Rock," Spencer teased, much to Roll's annoyance.

"That's awkward since I've known Spider-Man since she before she was born," Mega Man said.

"Theoretically, you are close to age, so it wouldn't be that weird," Spencer said.

"Alright, stop talking about this, it's weird," Mega Man said.

"Rock and Mayday, sitting in a tree," Dante said.

"K-I-S-S-I-N-G," Morrigan continued.

"NO! None of that!" Mega Man shouted. "I will push you off this cube!"

"Wait, hold on, why would they be kissing in a tree?" Goku asked.

"What a surprise, you know how to spell," Beerus said.

"Well yeah, I never went to school but I did learn math and reading skills from Master Roshi, so that counts, right?" Goku asked.

"It does, Mayday doesn't go to school either, Peter homeschools her," Sunset said. "Though Twilight wonders if she should go to actual school."

"Peter's smart, so is Twilight, better than most teachers, she'll be fine," Spencer said.

"Is she still planning to go to college?" Chun-Li asked.

"I think so," Sunset said.

"Pfft, she doesn't need college, what could they teach her that her parents can't?" Spencer asked.

"She does need a degree," Leon said.

"Degrees are overrated, they're just blank pieces of paper," Dante said. "She's good with tech right? Let her work with Tony Stark! Or hell, bring her here to work with Doctor Light."

"Yeah, she can continue to bond with Rock here," Chris said, much to Mega Man's annoyance.

"I don't think she'll be needed here," Roll said. "Send her to Square, or Namco, or Sega."

"Or the Big N, Samus Aran could use someone to fix up her armor," Spencer said. "Or she could check out that Monado sword that Shulk guy has."

"I hate to interrupt, but we're almost there," Whis said. "Be ready to land."

"Sweet, Asgard here we come," Spencer said.


Meanwhile at Sweet Apple Acres, Kurt had just finished explaining the situation to the Apples regarding what had recently transpired.

"So, Applejack ended up getting thrown back to Canterlot, Cap's escape plan didn't work," Big Macintosh said.

"Many in his team are still free and uncaptured, but Applejack and Gambit have been taken in I'm afraid," Kurt confirmed.

"What about Sugar Belle?" Cheerilee asked.

"She's fine, she got away," Kurt said. "A few others did not."

"I don't get why this is even happening..." Cheerilee said. "Why is there such turmoil among the heroes? Aren't they supposed to protect Equestria?"

"They are, but clearly they've forgotten their duties, it's a shame really," Kurt said. "One of them even had the audacity to hurt Apple Bloom."

Big Macintosh's eye briefly twitched, "Pardon me? You saying someone hurt mah baby sister? Mah pregnant baby sister!?"

"I'm afraid so, the action sickens me," Kurt said. "I don't like to pass judgement but I could not stand knowing what Carol had done. God may forgive her actions, but I will not. That is why I am taking Captain America's side, I want this world to maintain its Freedom, for the sake of ponies like Apple Bloom, and creatures like Silverstream and Smolder."

"Not alone, I'm joining too," Big Mac said.

"Dear, is that a good idea?" Cheerilee asked.

"Applejack needs mah help, how can I call mahself a big brother if ah don't help mah little sister, or fight for the honor of mah baby sister?" Big Mac asked. "You stay here with the kids."

Cheerilee seemed reluctant, but she understood why her husband needed to do what he had to do, "Alright, please be careful Big Macintosh."

"I will," Big Mac said, giving a kiss to his wife. "Also, make sure Granny doesn't try to follow, she looks about ready to go to war."

Cheerilee turned to see Granny with a large bat, swinging it around for practice, "Where did she..."

"Don't ask," Big Mac said, leaving with Kurt. "Tell our boy that daddy will be back later, and tell the nephew and niece that Uncle Mac is bringing their parents home!"

"I will," Cheerilee said as the two teleported away. "Please be safe."


Outside Ponyville, Celestia had rounded up everyone on Cap's team, everyone left at least.

"I can't believe I let this happen," Steve lamented, thinking of those captured. "I should have been able to protect them."

"We'll get them back," Sam said. "This is not over yet Steve."

"We gotta stay focused," Johnny said. "For now, let's take a breather, cool our heads, and go in with a plan."

"Surprised to hear you of all people say that, Torch," Sam said. "Equestria's really softened you."

"We all gotta grow up sometime, Sam," Johnny said.

"Guess so," Sam said. "Hope your wife managed to get some new recruits."

"I hope so too," Steve said, looking to his team. Some of them looked exhausted, or hurt. Matt in particular took a bad bump and was being tended to by Celestia while Sugar Belle was comforting Babs, though even she looked like she could use a reassuring word. Even Taskmaster looked worried, the villain actually removing his mask and reflecting.

"I'm fine, thank you Princess," Matt said. "It's just a bump, I've had worse."

"Don't overwork yourself," Celestia said, then turned to Cap. "Steve."

"Celestia," Steve said, trotting over to the Princess. "I'm surprised to see you."

"I couldn't sit back, Equestria is my country after all," Celestia said.

"I don't mind fighting for you," Steve said.

"I know but...may we talk in private?" Celestia asked.

"Sure," Steve said, leading Celestia away, Sam and Johnny looking on.

"Sam, level with me, are those two a thing?" Johnny asked.

"Honestly Torch, I feel like they're the only ones who don't know they like each other, but that can change soon," Sam said.

Yards out of earshot, Steve spoke again, "What did you want to tell me?"

"That this is my fault, I should have been more assertive in regard to The Accords, but Tony only did this because of my cowardice,” Celestia said. "I had a fear of what your world could do to us for so long, I forgot all the good that can come from there too. I haven't been the best ruler I'm afraid, but truthfully, the job can be overwhelming, I don't know how much more I have left in me to keep at it."

"Are you stepping down?" Steve asked.

"Not at the moment, but possibly soon," Celestia said.

"Well, whatever you decide, I'm here for you," Steve said. "I promise to liberate your country."

"I know," Celestia said. The mare leaned in and took Steve into a kiss, surprising the stallion greatly. She pulled away, a blush now on both their faces.

"Wow, um..." Steve was speechless. "Didn't expect that."

"Funny, it took more guts for me to do that than what I did earlier in town today," Celestia said.

"Yeah, it's like that..." Steve said. "So...what now?"

"Now, we return to our allies, and you need to be ready to give an inspirational speech," Celestia said.

"Right, sure," Steve said, still a bit flustered.

Not too far off, Janet was laying against a rock, thinking about everything that's happened. Suddenly Sugar Belle sat by her side, "Worried?"

"Huh?" Janet looked up at the mare. "Oh no, I'm fine. How's Babs?"

"She's still upset but I think she's doing her best to put it aside for now," Sugar Belle said. "She's just determined to save her cousin."

"I feel so bad for Applejack, and Remy, and the others," Janet said.

"Me too...I'm really worried about Bucky," Sugar Belle said.

"Right, he risked himself to help you out," Janet said.

"It was so sweet of him, Bucky's quite the stallion," Sugar Belle said, a blush appearing on her face.

"You like him or something?" Janet asked, Sugar Belle blushing harder.

"Is it that obvious?" the mare asked.

"I don't blame you, he's got that bad boy look but he's a nice guy deep down," Janet said.

"I can definitely tell that much," Sugar Belle said. "What's it like being married? I bet it's amazing, being with your true love. What was it like falling in love?"

"Amazing, I'll never forget about how great it was, then to be with the man you love, the day I got married, best day of my life," Janet said.

"I can imagine, and he probably felt the same way, right?" Sugar Belle asked.

"Oh yeah, Hank was happy, he looked so handsome in his suit too," Janet said.

"Hank?" Sugar Belle asked, getting a blush from Janet.

"Er, I mean Spike," Janet said. "Sorry, I got the names mixed up."

"Oh, well anyway, Spike's a lucky guy to have you," Sugar Belle said.

"When we save Bucky, I'll get you two set on a date," Janet said.

"I'd like that," Sugar Belle said, standing up. "I should check on the others, I'll see you later."

"Right, see you," Janet said, now feeling weird. "What the hell was that about just now?"

"Attention everyone," Cap said, getting all ears. "We just had a big battle and had a few of our allies captured. I know that's a harsh blow, but that doesn't mean this is over. I promise to bring our teammates back, and I will go through hell to do so. Tomorrow, we take Canterlot, and end this conflict. Tony's Accords will not succeed. I can't promise victory, but that doesn't mean we can't work hard until the end. Remember, fight well and protect your allies."

"It's time to show Equestria what a true hero is," Celestia said. "Even if this is all we have, being outnumbered doesn't mean we're outmatched."

"What makes you think this is all you have?" Came Silverstream's voice, the girl flying in with Rumble. "You just got two more."

"Rumble? Silverstream?" Johnny said in surprise.

"Torch, it will be an honor to fight alongside you," Rumble said. "Screw the Accords, I'm Team Cap."

"Me too," Silverstream said.

"That's great to hear," Came Rainbow Dash's voice, the mare flying in with Gilda and Scott.

"Oh good, you're back," Sue said as Johnny went to kiss his wife.

"Had any luck?" the Human Torch asked.

"You bet, look," Rainbow Dash said, gesturing to Luke Cage, Iron Fist and Jessica Jones.

"We got your back, Cap," Luke said. "Free of charge."

"Excellent," Steve said. "This gives us greater numbers."

"Got that right," came Logan's voice, the stallion making his way over with Laura and Fluttershy. "Knew I'd find you here, I just had to follow the scent of a brash Pegasus and a tiny man."

"Who you calling 'Tiny'?" Scott asked.

"Logan, you wish to fight with us?" Cap asked.

"You know me, Steve, I trust you more than I trust Stark," Logan said. "He ain't gonna run this world right, time for us to take him down a peg, for the sake of those we love."

"As an Element of Harmony, it is my duty to make sure that harmony prevails," Fluttershy said.

"We totally got this, I mean you already have freaking Hercules on your side, we're just making the team a bit cooler," Laura said.

"Twenty Percent cooler to be precise," Rainbow Dash said.

"Well alright," Steve said. "Welcome aboard."

"Got room for one more?" Came another voice, everyone turning to see Elektra. "Hello Cap."

"Elektra? You want to fight for us?" Matt asked.

"Of course Matt, I have a score to settle with Tony Stark too," Elektra said.

"Alright, but no killing," Steve said.

"Unless they ask for it," Taskmaster said.

"Taskmaster..." Steve warned.

"Ugh, Cap's word is rule," Taskmaster said.

"Fine with me," Elektra said. "Humiliation is worse than death anyway."

Felicia couldn't help but smirk, "At least I'm not the least trustworthy member of the team now."

Moments later, Kurt teleported in with Big Mac, “Captain.”

“Nightcrawler? You wish to fight too?” Steve asked.

“Yes, myself and Big Macintosh,” Kurt said.

“Ah want mah sister back,” Big Mac said.

“Huh, looks like we’ll have the advantage yet,” Steve said. “Tomorrow, we strike.”


Back in Asgard, Whis had landed his cube, stepping foot into the land which was once Norwegian Myth.

"Amazing how beautiful this place is," Sunset said.

"It sure is breathtaking," Ryu said.

"Halt!" Came the voice of Valkyrie, the woman joined with her fellow riders. "State your business."

"We're here to see Thor, ma'am," Whis said. "I am Whis of Universe Seven within the realm of Grand Zeno."

"Who's Zeno?" Valkyrie asked.

"It is fine, Valkyrie," Sif said, making her way over with The Warriors Three. "Thor called for them, they are warriors of another realm."

"Very well," Valkyrie turned to her squad. "Resume patrol, sisters!"

As they flew off, Sunset looked a bit surprised, "Were those...Pegusai?"

"Yes, fine creatures to ride into battle," Sif said. "Only for a woman though, Pegusai tend to dislike men."

"Tell that to Rainbow Dash and Fluttershy," Sunset said.

"I would..but I do not know who they are," Sif said.

"Never mind," Sunset said. "Where's Thor?"

"He should be coming,” Sif said. “As well as Odin.”

“Odin is not well, he should not be fighting,” Valkyrie said.

“It is his wish to fight to the end,” Sif said. “He knows Valhalla is waiting, and he intends to venture to that land.”

"Valhalla? Where's that?" Goku asked.

"Valhalla is the afterlife for Asgard’s Viking Warriors,” Strider said.

“Which means Thor will become the new King,” Hogun said.

"He'll do a great job, Thor's a very admirable warrior," Dante said. "I have a lot of respect for the guy."

"He will make us all proud," Volstagg said.

"What is this?" Thor said, the Avenger making his way over.

"Hey Thor, I brought some friends," Goku said.

"I can see that, but why?" Thor asked. "Are they not aware of what's to come? Also, is that Stephen Strange?"

"Thor, I know you don't want help," Strange began. "But-"

"They must go," Thor said. "I cannot allow them to die for Asgard, it is too much to ask."

"Hey, we're not going anywhere, you need help, and we're here to give you that help," Sunset said. "If this was Midgard or Equestria, you would fight to the end for us, wouldn't you?"

"Of course, but this is my responsibility," Thor said.

"Thor, years ago we let this mindset affect our decision making when Wesker led his team to invade Equestria," Ryu said. "Do you remember how that worked out?"

"I...do remember that," Thor said.

"Thor, you would fight for us, let us fight for you," Sunset said. "You're our friend, and Friendship is Magic. Besides, Sephiroth will be here, and possibly Akuma. He even has The Storm King and his team, enemies from my world. This is my responsibility too."

"Yes, I suppose so," Thor said. "Truthfully, I hoped to vanquish all of them myself too."

"Yourself? So should I ask Beta Ray Bill to return home then?" Sif asked.

"I should hope not," Came the horse like warrior himself. "I wish to fight for you too."

"What the f-" Dante was elbowed by Chun-Li.

"We'll all fight together, like one big happy, battle hungry family," Fandral said.

"Together, we, The Warriors of Asgard," Sif said.

"Yes, indeed. We will protect our people, it is my duty as their King and their God," Thor said.

"Honestly, why can't these mortals fight for themselves?" Beerus said. "This is why they're so lazy, Gods are always having to clean up their messes."

"My people will fight, because they are inspired to do so, to protect their land and their loved ones," Thor said.

"Then let them do it, it's a shame when a God must stoop to a mortal's level," Beerus said.

"You couldn't be more wrong," Sunset said. "A God helping mortals is a great thing."

"I don't appreciate being told I'm wrong," Beerus said.

"Take some criticism will you? Being a God doesn't mean no one can't disagree with you," Sunset said.

"That's exactly what it means, girly," Beerus said, sinisterly treading towards Sunset, to which both Ryu and Cloud stood in front of her.

"I dare you to give us a reason," Cloud warned, gripping his Buster Sword as Ryu tightened his gloves.

"Enough, let's not quarrel amongst ourselves," Strange said. "But, to Sunset's point Beerus, there is one thing I wish to enlighten you on. See in my world, we have a little something called 'Greek Mythology', in which many of the Gods were heroes to the mortals they watched over, including the mightiest of them, The God of Strength, Hercules."

"Hercules? The God of Strength?" Beerus asked.

"Yes, 'Lord' Beerus," Strange said. "And, like Thor and Norse Mythology, the Gods of Greek Mythology have transcended being mere myths. Hercules is very much real, and to this day, is still a hero to the mortals. It was the Gods that inspired the Superheroes, to the point where some heroes are Gods to people."

"Even the Goddess Amaterasu protects those in this world, because she cares for the mortals," Ryu said.

"Or because she's a fool," Beerus said.

"It is you who is the fool, Beerus," Thor said.

"What was that?" Beerus asked. "You want me to save your brother the trouble and destroy Asgard now?"

Thor then grabbed Beerus by the neck, holding him above the ground, "I'd watch your tongue, your rule means nothing here. Gods like you are the reason why beings like Gorr exist, I will not allow you to taint the title of God!”

Beerus kicked Thor in the face, loosening the grip and aimed his palm, "Wanna fight tough guy!?"

He sent a ki blast that Thor immediately deflected into the sky and rushed in with his hammer to whack Beerus back.

"Whoa!" Goku said, amazed by Thor's power.

"Why you!" Beerus then blasted Mjolnir out of Thor's hand. "Let's see you fight without that toy!"

"Very well!" Thor flew in and punched Beerus across the jaw, landing a few more blows with electric prowess and blasted Beerus back, sending him flying. “All talk.”

Goku went to pick up Mjolnir, but struggled to do so, "This thing's heavy!"

"Only those worthy can lift the hammer," Sif said.

"Huh? Am I not worthy then?" Goku asked. "Weird, I can ride the Nimbus, which requires you to be pure of heart."

"Purity and Worthiness are different," Sif said.

"Let me try," Dante said, trying to lift the hammer, to no avail. "Damn, that sucks."

Chris tried lifting too, but failed, "What defines worthy anyway?"

"Want to try Sunset?" Ryu asked, the girl denying.

"I did terrible things, I am not worthy of that hammer," Sunset said.

"Just because you did bad things once doesn't mean you're bad now, you clearly learned from your mistakes," Ryu said.

"Still, I'd rather not try, I don't need the blow to my self-esteem," Sunset said.

"It takes a strong warrior to admit their faults, something many of us fail to do young lady," Sif said. "Don't feel like the hammer defines you, just be the best you can be."

"Exactly," Thor said, picking his hammer back up. "Many of my allies cannot wield Mjolnir. That doesn't mean I don't value their skills."

"Thor!" Beerus shouted, flying back in. "When I'm done with you-!"

"Thor immediately whacked Beerus hard across his jaw his backhand, stunning him and whacking him down with his hammer, knocking him out.

"Wow, what a man," Chun-Li said, the girl with a blush on her face while many of the guys looked annoyed, especially Strider.

"I could do that too if I had a hammer like that," Strider mumbled.

"Whis, get this poor excuse of a God out of my sight," Thor said, tossing Beerus at him.

"Of course," Whis said, feeling a bit ashamed of what happened as he lifted Beerus. "I am truly sorry, I do wish Lord Beerus were a bit humbler, but he does behave like a spoiled brat. Ironic too, he wasn't born into Godhood like you seem to have been, he should know more about mortal struggles, but in the millions of years he's been a God, he has simply forgotten."

"Millions?" Thor said. "Wow, I've only been around for about 1500 years."

"And already so mature," Whis said.

"Not bad looking either," Chun-Li said.

"Oh get over it, Chun-Li," Dante said, to the girl's annoyance.

"Now then, Loki shall be here in a day, ready yourselves for battle," Thor said. "Make yourselves at home and be respectful of my people. If any of you wish to use our weaponry or armor, feel free to do so. I am trusting you all."

"We won't let you down Thor," Sunset said. "Oh but...is it alright if I check in with other potential allies? I know a lot of people who want to help, especially if it means stopping Sephiroth, Akuma and even Mystique."

"Very well, just try not to get carried away," Thor said.

"I won't let her," Strange said.


As they prepared, in the distance, Loki's ship was getting close to Asgard, the God eager to take his throne.

Tempest stood by Sephiroth, the woman itching to do battle, Sephiroth sensing it as well.

"You will get your chance to prove yourself, soon," Sephiroth said.

"I know, I won't let you down, master," Tempest said.

"I trust you won't," Sephiroth reassured.

Unbeknownst to them, the group was being tailed by the Guardians of the Galaxy.

"Let's see you get away this time," Quill said, readying his blaster guns. "We're gonna Rock you like a Hurricane!"

"We have abilities to match a Hurricane?" Drax asked, much to Quill's annoyance.


Even in Capcom, Wesker looked over his plans, the time would soon come to return to Equestria, and take over like he's always wanted to.

"Wesker, I have made contact with Urien," Vergil said, the half-demon entering with Juri and Tron. "Unfortunately he seems rather reluctant to fight with us."

"Same when I contacted Sigma," Tron said. "We're not getting the respect we deserve here, it's so annoying!"

"At this point, maybe you should get Alastor, guy's annoying but he's somewhat useful," Juri said.

"That guy is basically my brother's wannabe, I am not working with him," Vergil said.

"Beggars can't be choosers," Juri said.

"I don't beg," Vergil warned.

"Enough, I will speak with our Scientist Friend from the Dragon World, she'll have a plan," Wesker said. "At the very least, Doctor Doom, Dormammu, Ultron and Kazuya Mishima have pledged their loyalty."

"You trust them?" Juri asked.

"To an extent, of course I will be looking over my shoulder, as I expect all of you to do as well," Wesker said.

"Got that right," Vergil said.

"Speaking of which," the former S.T.A.R.S. Captain made a call. "Kazuya, it's Wesker, are your G-Corp Labs just about ready?"

"Yes, come by whenever you please," Kazuya said.

"Excellent," Wesker said, hanging up. "My plans are going along quite well."


The day had passed, while the Warriors of Asgard prepared for Ragnarök, the heroes of Equestria had made their way toward Canterlot, with the heroes waiting outside, prepared to do battle outside of the city.

Thor prepared to lead his troops to protect his subjects while Cap prepared to finalize liberation for Equestria. Before anything had gone down, Peter had pulled out his new suit, ready to try it out.

"Time for a field run."