Spiders and Magic: Ultimate Showdown

by Masterob


Marvel vs Capcom Tournament

The crowd was warmed up and ready for more. Twilight and her friends were back in the crowd while the other warriors had resumed their guard position.

"Your mom's really tough, Mayday," Franklin said.

"Just like when she fought here in Canterlot a year ago," Mayday said.

"I'd personally rather forget that your mom fought my mom," Flurry said.

"They made up at least," Luster Dawn said. "But I get that it wouldn't be pleasant to see."

"Regardless, mom just proved herself against a powerful warrior," Mayday said.

"Too bad she lost though," Franklin said.

"Goku is tough to beat, but my mom came close," Mayday said.

"I'm happy I got to see my daddy fight," Flurry said. "I don't know much about the guy he fought though, but he looked really strong."

"I think my daddy said he's a God of War or something," Mayday explained. "So yeah, Uncle Shining Armor is tough enough to go against a God."

"That should probably silence anyone who thinks my dad isn't a worthy guard," Flurry said. "In your face, Miss Danvers."

"I just wish Uncle Spike did better against Cloud," Mayday said. "At least everyone else fought well."

"I just wish I could have seen Rainbow Dash fighting that hedgehog," Luster Dawn said. "They moved way too fast to keep up with."

"I think a lot of ponies had trouble seeing most of that fight," Franklin said.

"It was still pretty cool," Luster Dawn said, her friends agreeing.


Nearby Autumn Blaze waved over her friend, "Octavia, I saved you a seat!"

"Much appreciated," Octavia said. "Didn't expect a fight before the Tournament, the excitement caused a bit of a scramble getting to the seats."

"No one expected it, but that's what made it fun," Autumn Blaze said. "The main Tournament's gonna start soon, so exciting. I heard the last one was entertaining."

"Quite so," Octavia said, taking her seat. "I'm ready for a good show."

"Same here," Autumn Blaze said, bringing out a snack. "Here's some popcorn."

"Thank you," Octavia said, grabbing a piece.


Nearby Rumble seemed very ecstatic for the upcoming tournament, especially after such a big prelude battle. The boy shared this excitement not only with Dinky, Scootaloo and Sweetie Belle, but also Gabby and Sandbar's group.

"So many great warriors. Twilight and her friends did great, but a lot of those other fighters were just as cool," Rumble said.

"This is exciting, seeing warriors from other worlds," Gabby said. "The perfect group to test the abilities of Princess Twilight and her friends."

"Mah sister certainly did against that girl, Tifa," Apple Bloom said, making her way over with her son as well as Babs. "Too bad she lost."

"Hey hon, glad you could join us," Rumble said. "And you brought Babs."

"Had to get the nieces and nephews settled," Apple Bloom said.

"Good fight with Applejack at least," Babs said.

"Tifa does look like a talented martial artist," Rumble said. "She's got a lot of muscles too, some even growing out her chest."

"Yeah, they looked big, like water balloons," Silverstream said.

"That guy that Rarity fought was kind of cute," Sweetie Belle said. "He's got nice, big muscles himself."

"He's about as big as the guy that Shining Armor fought," Dinky said. "And the guy Pinkie Pie fought."

"Wasn't too fond of that guy's mane," Sweetie Belle said.

"Hair, Sweetie Belle," Apple Bloom corrected. "Humans have hair."

"Hair, mane, same thing," Sweetie Belle said.

"I just wish that Rainbow Dash won her fight," Scootaloo said.

"She did her best," Apple Bloom said. "That hedgehog was just too fast."

"That one guy who fought Spike had a really big sword," Dinky said. "Like, how can he even hold that thing?"

"He looks cool, like the strong loner type," Gabby said.

"Yeah, that'd be Cloud Strife," Scootaloo said. "He's usually hanging around Sunset Shimmer."

"Also, did anyone notice that one guy changing his hair?" Silverstream asked.

"You mean Goku?" Rumble asked. "According to Peter, that's normal. He's a Saiyan, they can do stuff like that."

"So, they're not all humans?" Gabby asked. "Or is a Saiyan a type of human?"

"He's an alien to their world," Rumble said. "I think he's the only non-human there, aside from the bearded guy. From what Peter told me once, he's a God who fights evil Gods."

"Those guys all come from different worlds, correct?" Ocellus asked. "They're not all from Marvel and Capcom."

"Yeah, I don't know their worlds' names though," Rumble said. "But I think they're scattered across the multiverse."

"Anyone worried that Princess Twilight and her friends lost?" Sandbar asked. "The only winner was Fluttershy, surprisingly."

"They fought well, winning isn't everything after all," Rumble said. "Plus they weren't exactly prepared. Granted Rainbow Dash usually is, so are Spike and Shining Armor, but everyone else is basically a civilian. Aside from Twilight of course."

"It's no big deal anyway, they're just doing this fer fun," Apple Bloom said, holding her child up. "Soon our little Cumie's gonna see his Uncle Remy do battle too."

"And Peter," Rumble said. "Our son will get to see one of our favorite heroes in action."

"Why are they fighting anyway?" Gallus asked. "Shouldn't they be, you know, looking for villains and stuff? Especially Cozy Glow?"

"Don't call Cozy Glow a villain," Ocellus said.

"Also the heroes can afford a break, let them have a bit of fun," Silverstream said.

"Still, seems risky," Gallus said.

"No one's forcing you to stay," Scootaloo said. "If you're scared, you can go home."

"I'm not scared!" Gallus insisted.

"Try not to engage with him, Scootaloo," Apple Bloom said. "Don't want to risk another fight."

"I don't know, what if he's actually right?" Sweetie Belle said. "This does sound risky."

"If it makes you feel better, those Patroller Bots are still in the towns and scanning for information," Rumble said. "A few Wonderbolts not here are also in town and if they need help, they can contact Celestia, Twilight or anyone. The heroes here can be easily teleported to another town and deal with the problem."

"Even Rumble and I have radios to warn us of any danger," Silverstream said, picking hers up. "You can thank Tony Stark for helping this stuff get around, allow us to go one step further into this world's evolution.

"Exactly, now stop being such a downer and enjoy yourself, Gallus," Smolder said.

"I'm not being a downer, I'm being real!" Gallus said. "Last time a bunch of so-called heroes fought each other, we nearly got killed!"

"Dude, this is a sport," Babs said. "They don't got sports where you're from?"

"Not like this," Gallus said.

"Sad thing is that some ponies actually do believe Peter attracted danger," Apple Bloom said.

"Something my brother attributed to, which he regrets," Rumble said. "Some ponies are pretty ticked off about what happened last year with Mr. Negative."

"Which is dumb," Apple Bloom said. "Villains have invaded before Peter showed up to Equestria, like Nightmare Moon and Discord. Plus we live next to the Everfree Forest, lots of monsters have come out there well before Peter too. In fact, if it wasn't for Peter being summoned, our village would have been destroyed by a dragon."

"Why was a dragon burning your village?" Smolder asked.

"Discord told it to, ah think," Apple Bloom said. "Ah don't remember the full story, ah just remember nearly dying after getting trapped in Rarity's Boutique. She actually saved mah life, at the risk of her own."

"Thankfully Peter was there to save the day," Sweetie Belle said. "He always steps in when there's trouble and is one of the most reliable heroes in Equestria, which you're gonna see more of really soon with his technique."

Gallus shook his head, "I still don't think this is such a-"

"Bro, chill out," Sandbar said. "We're gonna be fine, just enjoy the show. If something bad happens we'll make a run for it."

"Fine, have it your way," Gallus said.

"Gallus, you know, smiling helps," Gabby said.

"Gabby, we're griffons, we don't smile," Gallus said, much to the disappointment of the other girl.

"When's the Tournament starting?" Smolder asked. “Kind of want to see those Capcom guys get their faces bashed in. If only my brother was here to see that."

"Your brother is here actually," Ocellus said, gesturing to Garble in the stands with a pair of friends.

"Huh? When did he..." Smolder shrugged it off. "I'll ask later."


While sitting in the crowd, Bon Bon was seen talking into a radio, "Keep the posts guarded, just in case any of those villains show up. Don't worry about engaging if it's too much, there are plenty in the arena who can help."

"Bon Bon, you told me you had the day off," Lyra said.

"You know I don't take days off," Bon Bon said. "I said I can make time but I'm always on duty. Someone's gotta keep Equestria safe."

"That's why we have heroes," Lyra said.

"Even heroes need backup," Bon Bon said. "You think any of them have days off either? Vigilance is the key to keeping us all safe."

"Heroes also spend time with their loved ones without talking into a radio," Lyra said. "I've never seen Peter do that when he's with Twilight."

"Oh what? Do you always know what their conversations are like?" Bon Bon asked. "Seriously, you're not goofing off with my spy equipment again, are you?"

"I only did that once!" Lyra said.

"If once is equivalent to about six times, then sure, you only did it once," Bon Bon sassed.

"Don't you give me that attitude, I just want to spend time with you and you're speaking into a dumb radio," Lyra said.

"I'm trying to keep you safe! Is that not enough for you?" Bon Bon asked.

"Ladies, if I may," Came the voice of Doctor Hooves, the stallion joining them alongside Derpy and their child. "Keep in mind that those Patroller Bots are still active, and I personally have access to their feed. We're all safe and you two can focus on enjoying the day together."

"Thanks Doc, I bet you give your wife a lot of attention," Lyra said.

"Lyra, I've worked with Doc, he spends more time away from Derpy than I do with you," Bon Bon said.

"It's not a competition," Derpy nervously said. "Lyra, you know Bon Bon cares, but she does have a job to do. A few seconds on the radio shouldn't matter."

"Plus, some of the Wonderbolts are a few seats down," Doc said, gesturing to Fleetfoot and some ponies, including her four new recruits. "They have this under control too."

"Alright, I'll put the radio down," Bon Bon said. "Sorry Lyra."

"It's fine, let's just focus on the entertainment," Lyra said. "It might not be a surprise, but I am totally rooting for Peter."

"Me too, he's going to do great," Derpy said, then gestured to the child on her back. "Can't wait for my little guy to see Peter fight."

"...That reminds me, Bonnie," Lyra said. "When are we-"

"Focus on the upcoming fight," Bon Bon was quick to dismiss.


Also in the crowd, Tony was waiting in anticipation, though the retired hero would soon find himself with company.

"Mr. Stark!" Sugarcoat said, getting his attention.

"Oh Sugarcoat, it's you," Tony said. "How are things?"

"Pretty boring in Canterlot since you left," Sugarcoat said. "Looks like you brought the whole family."

"Yeah, my wife Pepper and my daughter Morgan," Tony said, gesturing to his family.

"Good to see you," Pepper said.

"Likewise," Sugarcoat greeted. "Hey I came with Coco Pommel, I think she'd be happy to see you too."

"Well bring her over, I'd like to see how she's fairing as manager," Tony said.

"To be manager, must be fun," Sugarcoat said. "I could have had that, then it got torn away so tragically."

"I know you were expecting something big in Canterlot," Tony said. "The possibility is still there, but after all the drama last year, opening a new building could have been in poor taste. I nearly shut down my old building, but that would have put some ponies out of a job, plus it's good to help clean up the mess I left behind."

"Honestly, I don't think your rules were all that bad," Sugarcoat said.

"I appreciate that, but I can't deny I messed up," Tony said. "Go get Coco though, we'll talk."

"You got it," Sugarcoat said, going to find her friend.

"You know Tony, expanding your business here with a second building isn't such a bad idea," Pepper said. "Not like anyone holds a grudge from last year. I mean, aren't ponies generally more peaceful than humans?"

"You would think that, but according to Luna, not entirely," Tony said. "They're just as willing to judge you, they're just nicer about it."

"Sounds...unpleasant," Pepper said, wondering if that was a good enough term for it.


Also in the crowd were the trio of Kitty Pryde, Hisako and Jubilee.

"Wow, great seats," Kitty said. "Perfect view to see our friends in action."

"Remember to stay diligent," Hisako said. "There may be guards around but we must do what we can to keep the ponies safe."

"We got this," Jubilee said. "We can protect everyone and enjoy the show at the same time."


Around the ring, Tails, who had recovered from his fight, was circling around with the ninja Naruto.

"Feeling alright after that last fight?" Naruto asked.

"Yeah, I'm good," Tails said. "Didn't expect to be knocked out like that, that girl was tougher than I thought."

"Were you expecting an easy win? Naruto asked.

"Not exactly," Tails said. "She just fought a lot more fiercely than I expected. Not bad for a shy girl. Of course Cream can fight well too and she's pretty shy sometimes."

"Same with Hinata, wasn't much of a talker growing up, but boy could she hit hard," Naruto said, fondly thinking of the elder Hyuga daughter. "Sometimes it's not about strength, it's about precision. Hinata specializes in that, and I guess that Fluttershy girl does too."

"She's married to Wolverine, from what Sunset Shimmer says, he's trained in Japan and learned martial arts similar to what ninjas use," Tails said.

"Sounds awesome, maybe I can convince the Leaf Village into making him a Shinobi," Naruto joked.

"That'd be cool, but in all seriousness, I think he's content living here with his family," Tails said, then noticed Mayday in the stands. "Speaking of shy girls."

Naruto took note of Mayday as well, "That's Spider-Man's daughter, right?"

"Mayday Parker-Sparkle, a budding scientist with an impressive lab," Tails said. "That I personally added to."

"Is she wearing earmuffs?" Naruto asked. "Also what's that pink creature she's with? I think I've seen it before."

"That's Jigglypuff, a Pokémon from another world," Tails said. "Sonic brought her over to Mayday so she can keep her company and keep her from getting overwhelmed since she doesn't like crowds or loud noises."

"Oh yeah, Spider-Man scolded a bunch of ponies about that last year," Naruto said. "Something about them giving her a panic attack."

"The ponies didn't seem to understand what they did was wrong, from what I heard, some of them even dislike Peter over it, and consider Mayday a freak," Tails said.

"Ostracized by your own village, I can relate," Naruto said. "She should be fine; she's got a father who's ready to fight the world for her."

"Yeah, kind of hate that she feels this way, I mean I remember being a kid and being judged for my condition," Tails said, gesturing to his namesake. "It bugs me that it's happening to her."

"That's the thing, sometimes people will judge you for something that isn't even your fault," Naruto said. "You didn't ask for two tails, I didn't ask to be a Jinchuriki, and Mayday didn't ask to be this shy. No one wants to accept you for your faults and expect you to conform to their norm. Personally, I say screw that. If anyone, humans, mobians or ponies want to judge others to feel better about themselves, let them. It just helps you appreciate the good things you have even more."

"Right, Sonic helped me through my problem, and I have Amy, Knuckles and Cream as good friends too," Tails said. "You have all your ninja friends."

"Sasuke, Sakura, Hinata, just to name a few," Naruto said. "Mayday has friends of her own, doesn't she?"

"Yeah, she's got a couple, one of them even befriended her last year after all that," Tails said. "Ironically it was because her mother's school closed down."

"Oof, that thing she said to her mother," Naruto said. "Does she really not care about her daughter?"

"Twilight cares, but she's also a Princess of Friendship, and according to Sunset, it seems like she expects Mayday to act a certain way," Tails said. "I don't know the whole story, so I can't judge."

"Same here, but I might know what Mayday's going through," Naruto said. "Hinata felt the same pressure from her father. He cares about her but it's hard living up to certain expectations. My parents were a big deal but I didn't even know until a few years ago."

"It's funny, I thought a world of harmony was supposed to be a happy place," Tails said. "But from what I've heard and seen, this world seems to have its own share of negatives."

"We just need to see more, I mean it's too early to tell," Naruto said. "Maybe the ponies in that village are the exception, and that other places in Equestria are better."

"Yeah, you're right," Tails said. "I bet there's lots of other friendly ponies too."


Near the Royals, Blueblood was anxiously awaiting the competition, "A good old-fashioned Tournament, just what we all need to get our minds off of the trouble."

"This better be good," Novo said. "If I left my Kingdom to something so dull, you're not hearing the end of it."

"My lady, did you not see the prior battle?" Blueblood asked. "That is but a taste of what's to come."

"You'll definitely like seeing Peter in action," Thorax said. "He's the Amazing Spider-Mane for a reason."

"He is pretty tough, all the heroes are," Ember said. "I've seen firsthand how strong many of them were during the big conflict last year, it's a miracle no one was killed."

"Yeah, my brother got wrapped up in that, along with my niece," Novo said.

"Your niece is a Wonderbolt, correct?" Thorax asked.

"Yeah, she's really happy in that group, she made a good friend too," Novo said. "Kid's name is Rumble I think."

"Oh yeah, Smolder's mentioned him," Ember said. "Didn't get along too well at first. Though I don't blame him for getting off to a bad start with Smolder."

"She said her friends and his friends were rivals," Novo said.

"And now they're comrades," Thorax said. "Like Marvel and Capcom, but on a much smaller scale."

"Capcom's made their name through the Dragon Lair, especially those three that beat up some of the dragons there," Ember said. "But they were terrorizing some ponies, so we know Capcom has heroic tendencies of their own."

"Pfft, heroic?" Luna said, getting their attention. "They're just battle hungry, nothing more."

"Auntie, you know that's not true," Blueblood said. "They're decent people."

"They strong people," Prince Rutheford stated. "They fight! Good for soul!"

"And an entertaining fight too," Blueblood said.

"You better be right, sonny," Grandpa Gruff said. "I'm with Novo on this, if this tournament's a drag, you won't hear the end of it from me."

"It will entertain," Blueblood said. "Don't you agree Rain Shine?"

"I reserve my opinion," Rain Shine said.

"Well you won't have to for long, it looks like the battle is nearly underway," Blueblood said.


Everyone eagerly anticipated the arrival of the heroes, ready to see them all do battle before them, to see them settle a rivalry. A few minutes passed, and soon the moment was finally here.

Cadance returned to the center of the ring to announce the heroes' arrival, "Thank you for your patience, now for the moment you've all been waiting for! Tell me, what did you come to see?"

"Marvel vs Capcom!" The Crowd Cheered.

"That's right, Marvel vs Capcom, the next chapter!" Cadance said, some fireworks going off as music blared through the arena. Mayday kept her earmuffs tightened to drown out the noise, Franklin gently caressing her back to help keep her calm.

Suddenly a magical image of a giant comic book appeared overhead, opening to reveal what looked like the character select screen in a fighting game, showing images of many of the fighters in this tournament.

"The greatest heroes are all here to lay claim to their glorious victory! And to take you on a wild ride!" Cadance said. "Who will rise to the top? It all starts now everyone! Get ready for the fight of your life!"

"Wow Flurry, your mom seems really excited about this," Franklin said.

"She had fun doing this last time, so she's happy to do this again," Flurry said.

"Alright, let's start you off with the world of Marvel," Cadance said. "Many of your favorite heroes are on their way out here right now, now let's do it, to it!"

Sonic turned to Sunset, "Did you tell her about that?"

"...Maybe," Sunset said.

"I'm kind of excited," the nearby Mark said. "I mean, all these heroes? I'd sure love to learn a thing or two from them."

"So would I," All Might said.

"You? But you're already a legend in your world, aren't you?" Mark asked.

"Even those who've been around as long as I have still have something to learn," All Might said. "Always keep an open mind, Young Mark."

"Yes sir," Mark said.

The lights shined on the stage as one by one, Cadance introduced each of the heroes coming out.

"First up are two members from The Guardians of the Galaxy!" Cadance began. "Give it up for Star-Lord and Gamora!"

"Hey Equestria!" Quill greeted, making his way down while Gamora kept her eyes toward the ring. "Let's rock and roll all day and night!"

"I can already tell this is gonna be good," Ember said.

"Next up, members of New York City's Defenders, give it up for Luke Cage, Iron Fist and Daredevil!" Cadance greeted as the three made their way down.

"Oh, those guys are from Daddy's old home city," Mayday said. "Daredevil's a good friend of his too."

"Two of those guys patrolled Las Pegasus during The Accords," Trixie said. "They still do from time to time, they must have fans here."

"It's possible," Starlight said.

"Next up is The Sorcerer Supreme!" Cadance said. "Doctor Strange!"

The Sorcerer made his way down the ramp, briefly waving to some ponies but kept himself focused on the battle ahead.

"There's Doctor Strange, it will be great seeing him in combat," Twilight said. "I'm so eager for it."

"Doctor Strange..." Starswirl said, the man sitting with the pillars in the crowd. "How well adept is a human in regard to magic I wonder?"

"We're about to find out," Rockhoof said.

"Next up, the vigilante from Stamford, Connecticut," Cadance began. "Give it up for Night Thrasher!"

The hero immediately skated down toward the ring, grinding against the edge for a bit before hitting a turning kickflip, skating to the center.

"That was so awesome!" Scootaloo said. "Wonder how good he is on a scooter?"

"Go Dwayne! You got this!" Night Glider cheered, the hero giving her a thumbs up.

"Next up is the King of Wakanda, everyone show your respect for Black Panther!" Cadance introduced.

T'Challa made his way toward the ring as well amid the cheers, doing a Wakandan Salute once he reached the end. "Wakanda Forever!"

"Looks like we have Wakandan Royalty in our world," Luna said.

"First Thor, now this guy, how many Kings do these heroes know?" Novo wondered.

"Next up, a hero of Olympus, meet Hercules!" Cadance said as the Greek God made his way down.

"Greetings Equestria!" Hercules said, flexing his muscles.

"Alright! Go Hercules!" Ember cheered.

"Oh great, it's that guy," Garble lamented. "The dude that makes dragons like us look bad."

Both his lackeys seem to agree as Hercules stepped foot into the ring.

Sunset turned her attention to Kratos, "Hey, you're over this whole, 'Gods are Evil' thing? Right?"

"If I wasn't, I would not have joined you in your trip to New Asgard," Kratos reminded.

"Good point," Sunset said.

"So long as this Hercules has done nothing wrong, nor is a threat to me, my friends or family, I have no quarrels with him," Kratos said.

"Next up, meet America Chavez!" Cadance said. "One of Earth's newest heroes!"

"Boom!" Chavez said, appearing at the edge. "That's right! Fresh blood coming through!"

"Isn't that the annoying girl from a year ago whose parents died because of a bee?" Rumble asked.

"You could pretend to be sympathetic," Gallus said, Rumble rolling his eyes in annoyance but choosing not to indulge.

Mark turned to All Might, "She seems...energetic."

"She's got spunk, that's for sure," All Might said.

"Next up is Taskmaster!" Cadance said, gesturing to the now reformed villain as he made his way down the walkway.

"Wow, so he's really turned it around, huh?" Applejack said.

"He's gotten better, after all he did send you that apology for the time he injured you with his arrow," Cheerilee said.

"Yeah, really nice of the guy," Applejack said. "Now he's head of Canterlot's Royal Guard."

"I heard he whipped them into shape, real good," Cheerilee said. "It's great what positive motivation does for a person."

"Eeyup," Big Mac agreed.

"Next up, meet the X-Men!" Cadance said. "Cyclops, Jean Grey, Nightcrawler, X-23, Gambit, Iceman and Wolverine!"

The seven heroes stood at the edge together, garnering some cheers, especially aimed at locals like Logan, Remy and Bobby.

"They totally love us!" Bobby said. "We're like big stars to them!"

"Probably thanks to you, somehow you made a big name for yourself here," Jean said.

"Don't act surprised, we all knew I was the star of the X-Men," Bobby said. "After all, I am one of the originals. Group started with me in it."

"Yeah, yeah, we get it, dork," Laura said. "Let's just head down there and kick some ass."

"Remember, this is not super competitive," Logan said.

"Everything's competitive, even when it's 'For Fun' it's competitive," Laura said.

"Just try not to get carried away," Remy said.

"You got it, Remy," Laura said.

"There they are!" Kitty said, calling to them. "Scott! Jean! Logan!"

"Kitty's cheering for us," Cyclops said, waving to the girl.

"Wish she were fighting with us, she'd be so much better than Puerto Rico Chavez over there," Bobby said.

"I thought her first name was America?" Jean asked.

"Meanwhile she talks about Puerto Rico like it's her home," Bobby said. "That girl's such a poser."

As the group headed down, Ocellus could immediately spot her favorite of the bunch, "I see Kurt!"

"Wow, is that really his human form?" Sandbar asked.

"Doesn't look human, he looks like a monster," Gallus said.

"No he doesn't, he looks fine!" Ocellus hastily defended. "Kurt's just different, it doesn't make him a monster!"

"Alright, chill, I didn't mean anything by it," Gallus said.

"Kurt!" Ocellus called, getting his attention. "Good luck!"

"Danke mein freund!" Kurt greeted.

"Wait, what did he say?" Dinky asked.

"He was thanking me for the cheer," Ocellus said. "Kurt taught me a bit of his native language."

"That's nice of him," Scootaloo said.

"You got this Bobby!" Sweetie Belle called.

"Good luck my sweet!" Rarity said.

"I won't let you girls down!" Bobby insisted.

"Go get'em Remy!" Apple Bloom called.

"You got this Remy!" Applejack called.

"You can win, dad!" Oliver called.

"Show them the Ragin' Cajun, sonny boy!" Granny Smith cheered.

"Merci ma famille!" Remy said.

"Logan! Good luck dear!" Fluttershy called, getting a thumbs up from her husband.

Mark seemed impressed by the reaction, "A lot of love here from the crowd."

"Mostly aimed at the one called Wolverine," All Might said.

"Weird, he doesn't look friendly, yet people still like him," Mark said.

"Not all heroes act friendly, my cohort Endeavor can be a bit moody, but he's still a hero, that's all that matters," All Might said.

"Yeah I can totally believe that," Mark said.

"You can do this Laura!" Tender Taps called from the crowd, Laura offering a smirk to the stallion.

"This one's for you, Tappy!" Laura said.

"Did she say 'Tappy'?" Twilight asked. "That actually sounds kind of cute."

Tifa turned to Terry, "You don't think those guys are mad that we fought their wives, do you?"

"Nah, they seem cool about it," Terry said. "Not like they got hurt."

"Yeah, you're right," Tifa said.

"Next up, the Merc with a Mouth, Deadpool!" Cadance introduced.

Suddenly a bunch of fireworks went off, spelling out Deadpool's name as he appeared at the edge of the walkway, "It is I! The one, and only, DEADPOOL!"

"And there's our idiot brother-in-law," Limestone said from the crowd.

"Limey, don't call my husband an idiot," Pinkie said.

"He has such an ego though," Limestone said.

"He's just energetic, that's a good thing," Maud said.

"Yeah, it's why I love him," Pinkie said.

"Now, meet The Fantastic Four!" Cadance said. "Mr. Fantastic, The Invisible Woman, The Thing, and Wonderbolt Member, The Human Torch!"

The four appeared at the edge, Johnny immediately showing off, "What's up, Equestria!?"

"There's my family!" Franklin said.

"I love their matching uniforms! So stylish!" Flurry said.

"Go get'em, Johnny!" Rainbow Dash cheered.

"Daddy!" Firefly called.

"Kick some butt, Johnny!" Scootaloo cheered.

The four arrived in the ring, with Johnny still posing for everyone, much to the humor of Sonic. "Gotta respect that confidence."

"Next up, meet The Avengers!" Cadance said. "The Winter Solider, The Wasp, Ant Man, Black Widow, King Thor and Captain America!"

Cap led his team down the walkway, everyone cheering for the group of heroes.

"There's Captain America," Mark said. "Gotta say, he looks like the spitting definition of what a hero should be."

"He does look strong, and I know for a fact that he has stronger beliefs," All Might said. "He seeks true Freedom, and I will admit, his words might not settle so well with some higher ups I know, but I respect a man who is true to his ideals."

Meanwhile Sugar Belle looked to be preparing for something, but grew nervous about it.

"Hey, show off your banner," Double Diamond said.

"What if he doesn't like it?" Sugar Belle asked.

"He will," Double Diamond said. "Go on, I'm right here for you. We all are."

Sugar Belle nodded, using her magic, "Bucky!"

The hero turned to see Sugar Belle with a banner made in his honor. His hero name spelt in the colors of The American Flag, with his metal foreleg flexed on the bottom. "Great work! I appreciate that!"

"He likes it!" Sugar Belle said in relief. "Bucky really likes it!"

"Told you," Double Diamond said. "Remember to cheer him on."

"I will," Sugar Belle said. "You got this, Bucky!"

With The Avengers in the ring, Cadance held her microphone close, trying for some dramatic tension, "Last, but certainly not least. The hero known far and wide across Equestria, the boy from Queens who became the shining Symbol of Hope for those of us who needed a hero. Fillies and Gentlecolts, I present to you, Your Friendly Neighborhood, Spider-Man!"

Peter showed up to a roaring ovation from everyone in the audience. Despite being introduced as such, no one chanted his Earth name, but rather the Equestrian Version of it.

"Spider-Mane! Spider-Mane! Spider-Mane!"

"Guess I can't escape what they call me in this world," Peter said, the boy quickly making his way to the ring. "But so long as it gives them a sense of security, that's all that matters."

Mayday had her earmuffs in, doing her best to drown out the noise. Fortunately the Jigglypuff she was with was very tentative to the filly, doing her best to calm her down.

Despite this, Mayday was still happy to see her father, "Go get'em, daddy!"

"Good luck Peter!" Twilight said.

"You can do it!" Starlight cheered.

"Kick some butt, Peter!" Rumble called.

"We fully support you, Peter!" Luna encouraged.

"Yeah! Go spidey!" Lightning Dust shouted from the crowd.

"You got this buddy!" Thunderlane cheered.

Everyone continued to cheer, something that of course everyone guarding seemed amazed by.

"Everyone sure loves Spider-Man," Mark said.

"From the sounds of things, he's done so great as a hero," All Might said. "A hero not only stops crime and villainy, just the very presence is enough to let people know they're safe, and Spider-Man shows that with these Equestrians."

Peter continued waving to the crowd, feeling a bit awkward but kind of happy that so many were cheering him on.

"It's great how much everyone seems to love him," Amy said. "He must have changed so many lives since coming here."

"You can say that again," Sunset said. "Peter's helped me and so many others when we needed it the most. Sometimes being a hero just means being a good friend."

"Because Friendship is Magic," Amy said.

"No surprise that you understand that concept," Sunset stated.

"Peter!" Twilight called, getting her husband's attention.

"Hey Twi, how's it..." Peter took a moment to recognize some of the ponies she was with. "Wait, that girl looks like MJ. Is it?"

"Yo bro, you're the star of the show!" Johnny said, seeing that Peter looked distracted. "You alright?"

"Those ponies with Twilight, I think I know them," Peter said.

"Really?" Johnny asked, looking toward the crowd. "Yeah, one of them looks like Mary Jane Watson."

"I think the other two are Flash Thompson and Harry Osborn," Peter said. "Twilight told me she wanted to bring them to Equestria, did she actually go through with it?"

"Probably," Johnny said. "Man, this could be really cool, or really awkward."

As Peter looked on, MJ got Twilight's attention, "Seems like Peter might recognize me and the boys."

"Looks like it," Twilight said. "I hope this isn't a distraction."

"Yo! Peter!" Flash called. "You're looking great man!"

"This is so weird..." Peter commented. "But, it's fine, just focus."

"Man, all we need is Angel, and you have all your friends in one place," Bobby said.

"Wasn't she supposed to join us?" Johnny asked. "Who took her spot?"

"No one, she's on Earth right now, so she couldn't come," Peter said. "Probably won't stop her from coming by later."

After a few minutes, the cheering stopped long enough for Cadance to clearly speak again. "That was Team Marvel, who's ready for Team Capcom?" The boo from the audience did take Cadance by surprise, "Oh come now everyone, Capcom's got some amazing warriors too."

"Ha, they're getting booed," Smolder said.

"Smolder, be nice," Ocellus scolded.

"Sunset, why is everyone booing?" Terry asked.

"Capcom hasn't always gotten along with Marvel," Sunset said. "During the last tournament, they were being kind of rude."

"I heard about that," Paul said. "Something about them wanting to really beat up Spider-Man. That's what Ling Xiaoyu said at least."

"Was it really that bad though?" Goku asked.

"I mean, in hindsight, they were kind of mean but they've improved a lot since then," Sunset said. "I hope Equestria gives them a second chance but...well my home world is known for its natives holding pretty bad grudges."

"Alright, time to introduce Capcom's greatest warriors," Cadance said, gesturing to the top of the ramp. "First up, the duo of Viewtiful Joe and Sexy Sivlia!"

The hero couple appeared at the ramp, the one in red looking a bit nervous, "Wow, didn't expect them to be this unhappy to see us."

"Yeah, kind of weird to be the bad guy, but it's fine, just adds to the drama, right?" Silvia asked.

"Right, of course," Joe said. "I'm still gonna give it my all. Let's go."

"Such a cute couple," Cadance said. "Next up, two Darkstalkers. Morrigan and Felicia!"

The duo appeared at the top of the walkway, the succubus woman grinning in satisfaction, "I can't wait to put on a show for these ponies."

"I'd say the same but, they don't seem to like us," Felicia said.

"Don't let it bother you, kitty," Morrigan said. "If you really want, try singing one of your nice songs. I hear Equestrians love songs."

"I'll try to," Felicia said.

Twilight tapped her chin in confusion, "Weird how there's two cat girls named Felicia."

"Where is our Felicia?" Starlight asked.

"I was wondering too, she did participate last time," Trixie said.

"I have no idea where Felicia Hardy is, but hopefully it's as far away from here as possible," Twilight said.

"Next up is the Dinosaur Hunter, Regina!" Cadance said, gesturing to the redhead as she made her way down the walkway. "Right behind her is the Monster Hunter, Leia!" The young girl had also made her way down, a little more bothered by the boos than the woman before her.

"That one looks kind of young," Twilight said.

"Maybe she's small for her size, like Viewtiful Joe," Trixie theorized.

"Now pay respects to the Sun Goddess of Capcom, Amaterasu," Cadance said.

The divine wolf appeared at the edge of the stage, still subjected to some booing, to the dismay of the little artist on her head.

"What a bunch of ungrateful saps," Issun stated. "I tell you, they got no respect for a Goddess like you, or a fabulous artist like me!"

"That wolf is your Capcom counterpart so to speak, sister," Luna said.

"Yes, I recall her at the last tournament as well," Celestia said.

"Even she has no respect, what a shame," Thorax said.

"Next up, the Mayor of Metro City, Mike Haggar!" Cadance said, gesturing to the man himself as he made his way down the walkway.

"That's a mayor? He looks built!" Mark said.

"He has to be," Sunset explained from nearby. "He was a wrestler once after all. Plus. there's a lot of crime in his city, so he goes out to deal with it personally."

"Next, give it up for Captain Commando!" Cadance introduced.

The man in question walked down the walkway, paying little mind to the boos, and only focused on the task ahead.

"Next, give it up for the Bionic Commando, Nathan Spencer!" Cadance introduced.

Spencer came onto the walkway, smirking at some nearby ponies as they booed him, almost relishing the moment. "Like I've never been hated before, kind of my hobby half the time."

Mayday pouted in disappointment, "Everyone's booing Nathan, even though he's really nice."

"Of course you favor someone with a robot arm," Flurry teased.

"He came to my house once and he treated me and my mom really nice," Mayday said. "He's also one of the first Capcom warriors to be nice to my daddy, so that makes him extra great."

"Next up, the legendary ninja, Strider Hiryu," Cadance introduced.

Strider wasted no time making his way to the run, opting to run down the walkway and standing by his allies.

"Now, for a team created by science," Cadance began. "Give it up for Zero, Roll and The Super Fighting Robot, Mega Man!"

The three stood at the edge of the walkway, being greeted by boos, to the disappointment of Roll.

"Rock, didn't you help the ponies last year with something?" Roll asked. "Like that one guy who tried taking over Ponyville?"

"Guess they haven't forgotten about the initial invasion," Mega Man said.

"You weren't even a big part of that," Zero said. "You never actually went into Equestria until after the fact."

"I'm still Capcom though, guess we got lumped into the same category," Mega Man said. "It's fine, this is our chance to make a better impression. Especially with Mayday watching."

The girl in question was once again annoyed, "Stupid ponies, being mean to Rock."

"Don't worry about it, Mayday," Sonic reassured. "A little booing won't stop Rock, Roll or Zero."

"Go get'em Roll! You got this, girl!" Amy cheered.

"Too bad Protoman isn't here," Knuckles said. "Would have completed this trio."

"Sunset couldn't get everyone to come, but she sure got a lot," Sonic said.

"Alright, nearly at the end," Cadance said. "Next, give it up for the Devil May Cry mercenaries, Dante and Trish!"

The duo stood at the edge of the walkway, Dante mocking everyone booing him while Trish paid little mind.

"All these years and you still have a bad reputation here," Trish said.

"Yeah well, what can you do?" Dante said as he kept walking. "The fight's waiting for us. Let's Rock!"

"Next up, a quartet of Anti-B.O.W. agents, give it up for Chris Redfield, Jill Valentine, Rebecca Chambers and Leon Kennedy!" Cadance introduced.

The four stood at the edge of the stage, Chris leading everyone down the walkway. "Guess ponies still haven't forgotten what happened years ago."

"Seriously, what did you all even do?" Rebecca asked.

"Some dumb stuff," Chris said. "Sorry you're getting dragged into this.'"

"They're just getting into the competition," Jill said.

"I hope so, I'd like to think we made up for whatever happened back in the day," Leon said.

"Let's just show them why we should be respected," Chris said.

Thorax spotted Rebecca from his seat, "That's the nice lady who helped us out when the Changelings suffered from that ambush."

"No sign of who the attackers were yet?" Ember asked.

"Not quite, hopefully we'll get our answers soon," Thorax said.

With them in the ring, Cadance let some anticipation rise before she announced the last batch, "And now, last but not least, the martial arts stars of Capcom, meet the legendary-"

"What's up everyone!" Came Luke Sullivan, the arrogant fighter making his way down the walkway.

"Um, I didn't introduce you yet," Cadance said. "You were supposed to come out with your group."

"What for? I'm a star on my own!" the man said. "Name's Luke Sullivan, remember it, because I'm going to be my world's biggest star, and it starts with crushing you Marvel losers and squashing Spider-Man like the bug that he is!"

"Spiders aren't bugs!" Peter said. "We're arachnids! Totally different! Bugs have three body sections and arachnids have two!"

"Yeah whatever, point is I'm kicking your ass," Luke said, earning some boos.

"You're making everyone hate us more," Rock said.

"Let them, just a bunch of sissy ponies," Luke said.

"Uh, those 'sissy ponies' just brought the fight to guys like Paul Phoenix and Terry Bogard," Mega Man said. "Guys from worlds who also rivaled ours."

"And did you not see Princess Twilight fighting Goku?" Spencer asked. "These ponies are anything but 'sissies'."

"You sure talk up a nation that seems to hate you, talk about lack of self-respect," Luke said.

"...Seriously, who the hell invited this scumbag again?" Spencer asked.

"Let him stay, might get his ass kicked," Chris said. "That'll teach him humility."

"Man, this guy talks so much trash," Chavez said. "Can you imagine being around someone who thinks they're all that great?"

"Yeah, it's a real pain, America," Strange sarcastically remarked. "So lucky you aren't a thing like that."

"Aw, thanks Strange, you were always my favorite old guy," Chavez said, annoying Strange some more.

Cadance cleared her throat, ready to continue, "Well, that was Luke Sullivan, bet he was happy to have the spotlight to himself. But moving on, time to meet the Legendary World Warriors!" Cadance gestured to the edge of the walkway. "Makoto, Ibuki, Rashid, Rainbow Mika, Laura Matsuda, Sakura Kasugano, Ken Masters, Chun-Li, and the top warrior of their world, Ryu!"

One by one, each of the fighters came out, greeted by a harsh crowd, but they weren't bothered, they merely wanted to fight.

"Big moment," Ken said. "Laura, Rashid, you two nervous?"

"A little, but I'm also excited," Rashid said. "I heard stories about Marvel, being able to actually fight them is an honor."

"Same, I'm ready to go," Laura said.

Ryu stepped in front of them, gesturing to the ring, "Our battle is up ahead. Remember to fight with honor."

"And have fun, that's what this Tournament's about," Chun-Li said.

"I am so pumped for this!" Mika said. "Little bothered by the boos but it's fine."

"Time to do this," Ken said, everyone finally arriving in the ring.

“Here they are, you ready for this Vegeta?” Goku asked.

“They better not disappoint me,” Vegeta said.

“…Kind of hoped to see Arthur, see how he compares to the one I met,” Sonic said. “Oh well, maybe next time.”

"Alright, this is everyone on Team Marvel and Team Capcom!" Cadance said. "The Tournament is about to commence. Here are the rules. You fight until you are knocked out of the ring, or just can’t continue. Please avoid using any dirty tricks like eye poking or hitting below the belt."

"What about our gear?" Steve asked. "Last time we were not allowed to use anything aside from natural fighting abilities."

"Right...well the prefight did allow weapons, but that was impromptu," Cadance said. "Do you guys want to keep allowing it?"

"Hey if Cap wants to use his shield, let him," Dante said. "That also goes for Thor's hammer and whatever else there is."

"Alright then, you're allowed to use whatever gear you brought with you," Cadance said. "Just try to make sure no one dies out there."

"We won't cross that line," Chris said. "I'll limit what weapons I use."

"Same here," Dante said.

"Very well," Cadance said. "Now for the next part, the battle. Unlike last time where it was teams of three fighting until one remained, here you will all be fighting Battle Royale Style. Ten of you will start, each time someone gets knocked out, another teammate will come in as a replacement. No switching at will, if you leave the ring, that counts as a surrender. The fight goes on until every member of one team has been defeated. Now, any questions?"

"You single?" Luke asked.

"...I'm married," Cadance said.

"I won't tell if you won't," Luke said.

"Knock it off!" Dante scolded.

"What? Just a joke, chill," Luke said.

"Don't tell me to chill," Dante warned.

"Come on guys, we're supposed to be on the same team here," Chun-Li said.

“What kind of guy you married to anyway?” Chavez asked.

“The former Captain of the guard,” Cadance said, gesturing to Shining Armor.

“Oh, that guy who got his ass beat by the dude with the beard,” Chavez said. “You know, I bet you could do better. Ever consider dating a woman?”

“…No, I’m very much heterosexual,” Cadance said.

“Don’t knock it till you try it,” Chavez said.

“Is she serious?” Johnny asked. “I like girl-on-girl action as much as the next guy but now’s not the point.”

“Hey, we aren’t your fetish, gringo,” Chavez said.

“This coming from the false Latina,” Bobby said.

"Come on..." Spencer said. "Can we please stop talking about this crap and just get to the part where we beat the shit out of each other?"

"Honestly," Morrigan said.

"You look so revealing!" Chavez said. "Where's your shame girl?"

"I have no reason to be ashamed of my body, lass" Morrigan said, posing in a way to show off her breasts. "And the boys like it, so why fix what isn't broken?"

"Can't argue that," Scott said.

“Yo Spidey, don’t you have a little girl? You’re cool with her seeing this?” Chavez asked.

“Mayday’s a smart girl, she’s not going to get badly influenced,” Peter said.

“Eh, sounds like lazy parenting from the hero who’s slacked the last few years,” Chavez said.

"Can we replace this chick?” Johnny asked. "Seriously, where's Falcon? Or She-Hulk? Go find Sentry, Quake or Darkhawk.”

“At this point I'll take Felicia,” Peter said.

"I'm on Team Capcom," Felicia said.

"I mean the one from my world," Peter said. "Strange, is Wong available?"

"Hey if we're replacing people, let's replace Luke," Spencer said. "We can get Frank West or Phoenix Wright. I'd even take Dan Hibiki."

"That better be a joke, old man," Luke said.

"The only joke is your stupid hippie haircut," Spencer said.

"What was that!?" Luke shouted.

"I can totally see if Nero and V are available," Dante said. "Honestly I think V would like this place."

"Oh yeah, reading a book in the middle of a fight, so exciting," Luke mocked.

Cadance brought out a whistle and blew loudly, startling everyone. "We're getting off track, enough of the random banter. Let your fists do the talking."

"Fine by us," Peter said. "Come on everyone, let's decide who our first ten should be."

"We should decide as well," Ryu said.

"You have five minutes to prepare," Cadance said.

"We only need two," Peter said, huddling away with his team as Ryu did the same.

Before stepping out, Leon took notice of Ocellus, the agent curiously glancing at the girl.

"Something up, Leon?" Zero asked.

"It's nothing..." Leon said, stepping out the ring. "For now at least."

"That's a bit ominous," Zero commented. "But alright, you can fill me in later then."

Outside the ring, an embarrassed Sunset could not believe her ears, "How did Strange get stuck with that annoying girl?"

"She is very blunt in how she speaks," Kratos said. "Even a troll from my world spoke with much more tact, despite his vulgar language."

"This is pretty weird," Sonic said. "Even that blonde Capcom guy seemed to rub his teammates the wrong way."

"They speak with privilege, they have yet to truly taste true combat," Kratos said.

"Shouldn't they though?" Knuckles asked. "Aren't they heroes?"

"Any major villain on Earth is still brought down by capable heroes," Sunset stated. "At the moment though, a lot of those villains haven't been seen in a while, including Doctor Doom, Dormammu and Ultron. The last major threat was a guy named Zemo, and he was still brought down by Cap and his sidekicks. With Magneto, Sabretooth and Baron Mordo dead, and the aforementioned villains not around, plus Green Goblin being defeated, there really aren't many major villains to give these newer heroes a decent challenge."

"Is there anyone in space that could be a threat?" Sonic asked.

"A guy named Thanos, but with the Nova Corp along with The Inhumans, space is just fine," Sunset stated.

"There is also Loki," Kratos said.

"Right...he hasn't been heard from in a year," Sunset said. "I can't imagine he's done just yet, but next time, I'll make sure he stays defeated."

"Kratos, you had to deal with this stuff as well, regarding Thor and Loki. You even had to anticipate Ragnarök yourself," Sonic said. "How was it compared to Mavel's Asgard?"

"It was...complicated," Kratos said. "The Thor of my world cannot be compared to the one about to do battle. It is as if they are two different men. The contrasts are incredible."

"And Loki?" Sunset asked.

"Loki is a delicate subject, especially with my friends and family," Kratos said. "This journey was life changing for me, in many ways."

"Yeah, adventures can do that for a person," Sonic said. "Sometimes they can test your will as a person. I still remember my trip to Starfall Islands, had a lot of time to reflect on things, and my friends definitely did thanks to meeting some little creatures called Kocos."

"Were they cute?" Sunset asked.

"Yeah, but there were some things on that island that weren't so cute," Sonic said.

"How I'd love to be in both your shoes," Sunset said. "You two are really big adventurers, I'd love to experience what you did."

"I do not recommend my life, if you thought Ragnarök was bad, you would not handle the trials on Olympus well," Kratos said.

"I can't say my life has been a cake walk, especially the time I turned into a werehog," Sonic said.

"A what?" Sunset asked.

"Wolf like creature, it was weird," Sonic said. "It only happened at night though, so at least in the day I was still me."

"Well, you two still had fun adventures," Sunset said. "I'm glad I can go on adventures like that with Ryu and our friends."

With Team Marvel, the heroes were deciding on who went out first, Steve being the one making some decisions.

"I have no problem leading our team first," Steve said. "Who wishes to join me?"

"I will," Peter said. "I got your back."

"Don't leave me out," Johnny said.

"I'm up as well," Logan said.

"Alright that's four," Steve said. "Thor, Hercules, you two think you can endure?"

"It would be no trouble for me," Thor said.

"Nor I," Hercules added. "I dare say the two of us could probably defeat the other team on our own."

"Confidence is good, but don't underestimate our opponents, they're our top rivals for a reason," Steve said.

"Hey, if you need muscle, that's me," Chavez said. "I'm stronger than basically all of them, send me in too, I'll knock them out one by one."

"I think you should wait a bit," Steve said.

"Worried I'll upstage you? Worried I will remind you why I'm the new face of America?" Chavez asked.

"America!" Strange scolded.

"Hey it's true, he's hardly in his own country nowadays," Chavez said. "He's here getting his freak on with royalty."

"You watch your damn tone," Bucky warned. "Show Cap the respect he's earned."

"It's fine, if she wants to prove herself, this is her chance," Steve said. "America, you're up."

"Damn right I am," Chavez said.

"I can hang back, be your ace in the hole," Quill said. "Gamora could stand with you."

"Sounds good to me," Steve said. "You up for it, Gamora?"

"Of course," Gamora insisted.

"So that's eight," Steve said.

"Need me in?" Bucky asked.

"You'd be better saved for later, don't want too much pure power right now," Steve said. "Kurt, you're a great strategist, and Cyclops, you have great leadership, we could use you both."

"Of course, Captain America," Cyclops said.

"As you command, Captain," Kurt said.

"Good, now then," Steve faced the ring. "Team Marvel, Assemble!"

With that chosen, Capcom had to make their choices as well, Chun-Li being the head of that.

"I can start us off," Chun-Li stated. "Spencer, Hiryu, will you two join me?"

"Hell yeah," Spencer said.

"Of course, Chun-Li," Strider said, bowing to the woman.

"Amaterasu, we might need you as well," Chun-Li said.

"Ammy's got this," Issun said.

Chun-Li knelt to speak to the artist, "You probably should get off her head, you could get hurt."

"Ammy and I have gone against some tough enemies together, I'm not worried about getting hurt," Issun said.

"Send me in, Chun-Li," Mega Man said.

"Me too," Chris said.

"Same here," Dante said.

"Alright, you boys are in," Chun-Li said. "Morrigan, can I count on you as well?"

"You can always count on me, Chunny," Morrigan said, seductively winking at the girl.

"...Right," Chun-Li said, feeling a bit awkward. "That just leaves two more."

"One of them is me, right?" Luke asked. "It damn well better be me."

"Uh, don't you want to wait?" Chun-Li asked.

"Oh let him fight if he wants to," Spencer said. "Time for you to prove you're more than some punk-shit fighter."

"I'm so gonna outclass you, old man," Luke said.

"Good luck," Spencer sarcastically remarked.

"Now, Ryu," Chun-Li said. "Do you want to join us now? Or later?"

"I don't want to wait, send me in now," Ryu said.

"Alright, that's ten," Chun-Li said. "Now then, Let's get Ready, and Fight!"

Both teams were in the ring, Cadance about to begin the fight as everyone in the crowd and around the ring watched on in anticipation.

"Ready...and...FIGHT!" Cadance ordered.

"Spider-Man's mine!" Luke said, charging at the hero.

"I'm gonna knock out that karate guy!" Chavez said, rushing at Ryu.

Luke went for a punch that Peter easily dodged and hit Luke hard with an uppercut, knocking the daylights out of him and then hitting another punch that sent him flying out the ring, crashing against the magical barrier and knocking him out.

Meanwhile Chavez tried for a punch against Ryu, but he ducked and elbowed her stomach, knocking the wind out of her and then delivered a mighty kick that sent Chavez flying, herself hitting the barrier and knocking her unconscious.

"Well that didn't take long," Twilight said.

"Luke Sullivan and America Chavez have both been knocked out!" Cadance announced. "Both Marvel and Capcom must send in another teammate!"

"I know the perfect ones," Strange said, opening the portal. "With the kids out the way, let's allow some actual adults to fight."

Emerging from the portals were one extra Marvel Hero and one extra Capcom Warrior. Strange poofed Cadance a note, giving her something to announce.

"Alright, we have two surprise entrants!" Cadance said. "From Team Marvel, a member of the X-Men, Storm! And from Team Capcom, a Darkstalker fighter, Hsien-Ko!"

The wife of T'Challa and weather manipulator of the X-Men stood ready, same as the newly arrived Darkstalker.

"Alright, let the actual tournament begin!" Cadance said.

Kurt immediately teleported to attack Strider, the ninja narrowly dodging and going for a strike that Kurt dodged and kicked Strider back.

Spencer rushed to help, but Hercules stood in his path, the commando immediately rolling back, taking a moment to process the situation.

"Going against a literal God of Strength, gotta be smart about this," Hercules went for a punch but Spencer used his grapple to pull himself away. Fortunately Amaterasu wasn't too far away and used her magic to blast the Greek God. "Great work Ammy!"

Amaterasu continued her assault while Spencer went to look for another opponent to face.

Gamora went for a kick to Chun-Li, the Interpol agent quick to duck, but couldn’t stop a follow up kick that sent her flying near the edge of the ring.

"That was close," Chun-Li said, running back in for a diving kick that connected with Gamora. Wasting no time, Chun-Li followed up with some lightning kicks, hoping to wear out the God Slayer and ended with a kick to the air, sending Gamora flying.

The Guardian backflipped and landed on her feet and charged in to punch Chun-Li, knocking her into Cyclops, the hero turning around and attempting to blast the agent, but Chun-Li ducked, allowing the attack to hit Gamora.

Chun-Li used this to her advantage by elbowing Cyclops away, allowing Chris to tackle him while the Interpol Agent went to work.

Using her speed, Chun-Li hit her Spinning Bird Kick to knock Gamora into the air, then followed up with her Tenshoukyaku air kicks and then slammed her leg down on Gamora, knocking her out of the ring and out of the fight.

"Gamora of Team Marvel has been knocked out of the ring!" Cadance declared.

“Hyper Combo KO!” Sunset cheered.

"That was such a cool move!" Amy cheered.

"She calls it the Shichisei Ranka," Sunset said. "My Japanese is still a bit rusty, but I think it translates to Seven Stars."

"I thought she was Chinese," Knuckles said.

"She is, but she uses Japanese names for her moves," Sunset said. "She's spent some time in Japan, so she's come accustomed to their culture."

Meanwhile Quill looked annoyed, "Damn, didn't expect Gamora to go out first. Chun-Li's one tough chick."

"She's top fighter for a reason," Laura said. "So, who's next?"

"I'll go in," Susan said, entering the ring on behalf of her team.

Cyclops continued his attempts to bring down Chris, going for a few eye blasts that the BSAA member barely dodged.

"I can't underestimate this guy, still he does have a glaring weakness," Chris theorized. "He needs those visors to control his powers, if I could get them off him...actually, that might be dangerous, I don't want to risk anyone getting hurt. Plus he probably has ways of countering such an obvious maneuver."

"Don't hesitate too long," Cyclops warned. He then noticed Spencer coming, the X-Men leader leaping out of the way and zapping the commando.

Chris used this as his chance to shoulder ram Cyclops, going for some Combination Punches, striking Cyclops in the stomach a few times, then going for some strikes to the face.

"Scott!" Storm said, readying her abilities and sending some lightning strikes at Chris, careful not to use too much power as she knocked him back. Spencer however managed to grapple her arm and tried pulling her in for a punch, however Cyclops managed to blast the commando.

"Thanks Ororo," Cyclops said, turning to Chris. "Now for-"

"Flash!" Chris shouted, some nearby teammates covering their eyes a second as he threw a flash grenade, blinding anyone within a distance.

Cyclops was briefly bothered himself, and left himself open for a punch that knocked him to the edge of the ring and a haymaker that knocked him clean out.

"Cyclops of Team Marvel has been knocked out of the ring!" Cadance declared.

"Come on, that's two down for us!" Quill lamented.

"It ain't over yet," Luke Cage said, stepping into the ring. "Alright, who wants some!?"

Nearby Spencer was fighting away Kurt when he barely dodged a punch from Luke Cage, the commando rolling back.

"Nice try!" Spencer latched on and pulled himself in for a double kick to his chest.

"That all you got!?" Luke said, hardening his body.

"I'm just warming up!" Spencer said, going for more strikes.

Nearby Ryu and Dante were teaming up against Hercules, both men working to knock the Greek God out of the ring, however he proved to be very formidable, using his strength to send both flying back with a double palm strike.

"Bring me more!" Hercules said.

Mega Man charged up his Mega Buster and blasted Hercules, but the God took the attack head on. "He thinks he's invincible, but that's going to be his downfall."

"Who else wishes to test their abilities?" Hercules said, flexing his pecs.

"Oi, big man," Morrigan said, readying her Finishing Shower. "Dodge this!"

The succubus fired some missiles from her wings, Hercules putting his arms up and blocking the attack, smirking through his forelegs. "Is that all you-"

"SHINKUU! HADOUKEN!" Ryu shouted, sending a massive beam at Hercules.

"HYPER MEGA BUSTER!" Mega Man sent a large beam of his own at Hercules, pushing him closer to the edge.

Chun-Li got in close, readying her chi, "KIKOSHO!"

The large sphere of energy had blasted Hercules, sending him flying out of the ring.

"Hercules of Team Marvel has been knocked out of the ring!" Cadance declared.

"Ugh, Hercules is out already?" Ember lamented. "Those Capcom fighters are something else!"

"Awesome, Team Capcom is winning!" Sunset cheered.

"You rooting against Spider-Man's team?" Terry asked.

"Uh, well..." Sunset felt awkward. "I like Peter and all but, I have a soft spot for Ryu and company. I don't mind who wins really, but considering Marvel won last time, it wouldn't be the worst thing in the world if Capcom won this time around."

Quill looked a bit more annoyed, "Can we get someone from our side in there that won't suck!?"

"I'm not that surprised Capcom's winning," Bobby said. "They sent their top fighters in first, but in the end, they're gonna get worn out, then the heavy hitters on our side will take over."

"Until then," Remy said, stepping in. "I'm up."

"Yes, Remy's about to fight!" Apple Bloom cheered. "You got this Remy!"

"Be smart Remy, competition comes to them Capcom Warriors as Apple Bucking does to mon cherrie Appleack, be smart about this," Remy twirled his staff, ready to fight. "Come at me!"

Steve tossed his shield to whack Mega Man in the head, that same shield rebounding and whacking Morrigan. Spencer rushed in to attack but Steve grabbed his shield just in time to block the Bionic Punch.

"Gee, a little more force, and you might have dented it," Steve said.

"Can't tell if you're being serious or sarcastic," Spencer said.

"Hey, arm guy!" Luke said, stomping over. "I'm not done with you!"

He went to attack but Spencer rolled out the way, allowing Strider a chance to run over and kick him in the face. "Your quarrel is also with me."

Nearby Peter was dodging attacks from Amaterasu, the wolf trying her best to defeat Peter. She made attempts at headbutting and kicks, using her paint brush to assist.

"This pup's got moves, makes sense that she's the Goddess of her world," Peter leapt back and fired some web balls at Amaterasu, the wolf using her sword to block, then tried attacking with her beads.

Peter saw an opportunity to web the wolf and used his webs to pull her in for an uppercut into the air.

"Torch for the assistance!" Johnny said, flying by and blasting Amaterasu to the ground.

"Thanks Johnny!" Peter said, rushing and delivering a bunch of quick strikes. "CRAWLER ASSAULT!"

Amaterasu got knocked out of the ring, finally pushing momentum in Marvel's favor.

"Amaterasu of Team Capcom has been knocked out of the ring!" Cadance declared.

"Lucky shot," Issun commented.

"Whoa, Spider-Man actually beat Ammy," Ken said.

"He's no joke, that's for sure," Joe said, looking ready for a fight. "Well, I guess I should-"

"Joe, let me go first," Silvia said, opting to head in before her boyfriend.

"Uh, sure, you got it," Joe said. "Go Silvie!"

Silvia faced off against Susan, "I'll start with you!"

As the young hero leapt, Susan put up a forcefield that knocked her back and immediately used it for offense to send Silvia flying out of the ring.

"Sexy Silvia of Team Capcom has been knocked out of the ring!" Cadance announced.

"No! Silvie!" Joe stepped into the ring, ready for a fight. "I will avenge my true love! HENSHIN A GO-GO BABY!”

Viewtiful Joe immediately went for Susan, the girl again putting a forcefield in front of her. Joe used his Mach Speed to run around and kick Susan in the back, sending her stumbling forward.

"Fast little fellow," Susan said, focusing back on Joe, the hero fanboy looking ready for more.

"Just want to say, it is an honor to fight a member of The Fantastic Four, but I am not holding back on you or anyone here," Joe said. "Bring it on!"

"If that's what you want," Susan said, sending some forcefield blasts at Joe. The hero used his Slow Motion to dodge and quickly ran in to punch Susan in the stomach, deactivating fast and going for an uppercut to knock the girl back.

"That guy in red's pretty fast," Knuckles said.

"Viewtiful Joe's V-Watch gives him his suit and abilities," Sunset explained. "It's even been specially designed so that it can work in this dimension too, rather than just the movie dimension."

"He uses a watch to change clothes?" Goku asked. "Wow, just like my son when he turns into a superhero."

"What's interesting is that Joe admires the Marvel Heroes, but a lot of his mannerisms remind me of another dimension Ryu and his friends have been to, called Tatsunoko," Sunset said. "Marvel's heroes feel like they belong in Western Comics, while Tatsunoko have this anime appeal to them."

"Might be a big culture thing," Sonic said.

"I'd love to explore it more, something about how each dimension works is just so fascinating," Sunset stated. "It's like trying different video games, so many rules and styles. I really can't get enough of it."

"You love adventure, I respect that," Sonic said. "Glad you're having fun."

"Thanks, I'm glad I took a chance," Sunset said, the girl feeling a bit down. "Even if it nearly strained my friendships...though I'm not sure if they've completely healed."

"Uh, Sunset, are you...WHOA!" Sonic saw that Mega Man was flung toward his direction, though the robot was able to halt to a stop before falling out the ring.

"That was close, guess sneaking up on Thor was a poorly thought-out move," Mega Man said. "Hey Sonic, enjoying the show?"

"Yeah, looks like everyone's having fun," Sonic said. "Almost want to get back in the ring for another round."

"Next time, my world can fight yours," Mega Man said. "You've been avoiding us way too long."

"Funny, we were thinking the same thing," Sonic said, a coy smirk on his face.

"Rock! Don't stand so close to the edge!" Spencer called.

"Uh, right, gotta go," Mega Man said, running toward the center of the ring.

Logan was seen doing battle against Chun-Li, trying to connect with his strikes but the Interpol martial artist kept her distance and struck only when needed. Susan attempted to attack from behind, but was met with a blast from Mega Man.

"Chun-Li, duck!" The girl obliged as Mega Man got a clear blast to Logan's face, sending him back. "Got him!"

"Yer gonna regret that," Logan said, charging at Mega Man as he leapt back and continued firing his shots while Chun-Li went to confront Susan.

Luke Cage was busy going after Strider, trying to land a blow on the ninja, but his incredible speed made it difficult as Strider landed a kick on Luke's head, then rushed around, hitting each part of his body that he could to knock him off balance.

"I got this Hiryu!" Spencer called, with Strider moving out the way while Spence revved his arm. "BIONIC ARM!"

With one mighty punch, Luke Cage was sent flying out of the ring.

"Luke Cage of Team Marvel has been knocked out of the ring!" Cadance announced.

"Great work Hiryu," Spencer said, fist-bumping the ninja.

"It was a team effort," Strider said.

"Time for me to take over," Taskmaster said, stepping into the ring. "Who's ready to face me!?"

Hsien-Ko rushed in to attack, sending her arsenal of weapons at the reformed villain, who quickly blocked with his shield.

"Nice try!" Taskmaster kicked Hsien-Ko back then blocked a strike from Chris. "You do not wanna go against me."

"Wanna bet!?" Chris went for another punch but Taskmaster ducked and hit an uppercut to knock Chris back.

"I know your moves!" Taskmaster warned. "So you'se gonna have to do bettah than that!"

Dante then attempted to land a kick down on the guard captain, who fortunately dodged at the last second. "Do you know my moves? Think you can take me on, bone head?"

"Oh you got jokes, do ya?" Taskmaster asked, pulling out his sword. "Let's see how you do with that nail filer of yours."

"Bring it" Dante said, pulling his sword out just as Taskmaster went to strike with his own, the two clashing a bit.

Dante's skills proved to be a lot for Taskmaster but he wasn't going to give up so easily. Using his shield, he managed to parry Dante's sword away and went for a punch, one that didn't stun Dante much, though an oncoming blast from Storm's lightning did stumble the demon.

"Thanks, but I had him," Taskmaster insisted.

"Perhaps, but this is a team battle," Storm reminded. "We must fight together."

"How's this for teamwork!" Hsien-Ko extended her reach to strike Storm, the Goddess maneuvering away and creating a whirlwind that sent the girl flying back.

Dante jumped up and kicked Storm out of the air using the power of his Ifrit Gauntlet, allowing Chris to rush in and tackle Storm off the edge of the ring.

"Storm of Team Marvel has been knocked out of the ring!" Cadance confirmed.

Storm shook off the attack, turning to her husband, "Forgive me, T'Challa."

"You have nothing to be sorry for, my Queen," T'Challa said, focusing his attention to the ring. "Now it is my turn."

From the crowd, Starlight began to wonder about Team Marvel's chances, "Peters side lost more fighters so far than Ryu's."

"They're not behind by much, and Peter's had the odds stacked against him before, even in the last tournament," Twilight said. "He'll be fine."

In the ring, Susan was throwing punches at Ryu, trying to get the edge on him, but his precision in blocks and strikes had Susan a bit weary. She quickly turned invisible, hoping it would give her the advantage.

Susan went for another strike, but Ryu still managed to block her, taking her by surprise as he went for another kick that knocked Sue out of her invisibility.

"Why am I not surprised the master martial artist could fight an invisible opponent?" Susan said.

"No martial artist relies only on sight, the eyes can deceive after all," Ryu said.

"But pain can't!" Johnny shouted, flying in to punch Ryu, knocking him close to the edge. "You're done!"

He sent a blast that Ryu quickly rolled out the way from, retaliating with his own attack," HADOUKEN!"

Johnny blocked the attack with little effort, "Come on, I know you got more than that!"

Seconds later, Chun-Li came in with a kick to Johnny's head, landing gracefully afterward, "Looks like you weren't focusing." She went for another kick that sent Johnny flying, but Susan had put up a forcefield to stop his momentum.

"Thanks sis," Johnny said, readying his fire. "Ready to go, Tree Trunk Legs?"

"Excuse me!?" Chun-Li shouted, slightly offended. "Do you actually want to get hurt? I can make this worse!"

Susan was ready to take this opportunity to attack Chun-Li while distracted, but she got pulled in by Spencer's wire.

"Get over here!" Spencer then threw a punch that Susan blocked at the last second with her forcefield, though the power behind the punch still sent her flying towards Ryu, the warrior delivering a fierce kick to Susan's back, sending her flying forward.

"Sis!" Johnny flew to help but Spencer blocked his path, going for a punch that Johnny ducked as the hero hit an uppercut.

Johnny readied some fire, but Chun-Li kicked him from behind, allowing Spencer to whack him out of the way.

Susan stood back up, ready for more but Strider landed before the woman, "Accept your defeat."

"Gonna have to actually put the work in," Susan said, going for a punch that Strider parried as he spun around to kick Susan's head, allowing Ryu a chance to blast her with the Hadouken.

"Sue!" Peter shouted, running to help.

Ryu looked ready for a fight, but Strider stood in his path, "I will face him!" The ninja rushed in for a strike that Peter quickly blocked as the hero kicked him aside. Spencer rushed in for a punch that Peter sensed and dodged, kicking Spencer forward toward Strider.

Chun-Li went to attack but Johnny blasted her with his fire, sending her flying towards her friends.

"Allow me to take over," Thor said, stepping forward while holding his hammer.

"Check it out Chun-Li, it's your True Love," Spencer taunted.

"Oh shut up, if you're jealous of his looks then just admit it," Chun-Li said.

"Hey I got my own looks that I'm quite proud of," Spencer said.

"Stroke your ego later," Strider said. "Chun-Li, I should hope whatever admiration you have for His Majesty can wait."

"Of course, I'm ready to fight," Chun-Li said. "Come on, we'll do better fighting together, attack from all sides!"

The three were quick to charge at the King of Asgard, as Thor began channeling his Godly Power, "By Odin's Beard...MIGHTY TORNADO!"

The three were sucked into the attack and flung the three into the air, sending them flying and nearly hitting the ground hard. Fortunately Sunset was quick to catch the trio.

"That was close...but I think this means you're out," Sunset said.

"Chun-Li, Nathan Spencer and Strider Hiryu have all been defeated," Cadance declared.

"Guess we are," Chun-Li said, lamenting to herself. "Probably should have tried a different strategy."

"Not like it was life or death, don't worry about it," Spencer said.

"Crap, that isn't good," Dante commented. "Chun-Li was kind of our Team Leader."

"How will you manage now?" Came T'Challa's voice as he prepared for more of a fight.

"We'll figure something out," Dante said, charging to clash with T'Challa.

"Alright, I'll step in," Leon said.

"Me too," Zero said.

"Same, I'm ready for action," Trish said.

All three stepped in and were immediately met by Steve.

"Which one of you wants to take me on?" Steve said, welcoming a fight.

"Let me go first," Zero said, grabbing his laser sword. "You're going down, Cap."

Steve tossed his shield, and while Zero blocked the attack, he was still met with Cap's flurry of strikes, Zero fighting hard to block the attacks.

The futuristic robot kicked Steve back and blasted with his Z Buster, Steve being quick to roll out the way and send another shield toss, this time connecting with Zero's face as Steve rushed in for a kick.

Zero saw he was close to the edge and quickly leapt over Steve's head, landing on the other side of the First Avenger.

"Not gonna push me out!" Zero said.

"Still more than one way to beat you," Steve said, rushing in to fight some more.

"Should we help?" Trish asked.

Leon turned around, "We got our own fight."

Trish turned to face off against Remy, who was currently joined by Kurt.

"You ready for a fight?" Remy asked, twirling his bo-staff.

"This should be fun," Leon said. "I got Gambit, you can take Nightcrawler."

Kurt brought his sword out, "Ma'am, would you indulge me?"

"If you think you're tough enough,," Trish said, grabbing her Sparda Sword and immediately turning it into a scythe. "How fast are you?"

She immediately threw her weapon at Kurt, who immediately teleported behind her. Trish anticipated this and threw a backfist that Kurt was quick to block as she grabbed her returning weapon, then kneed Kurt in the stomach as she drew some power from the sword.

Kurt immediately teleported to kick her in the back, then teleported again for an uppercut, though the third time Trish managed to block a strike and kicked Kurt away from her. She then charged her fist with electricity and punched Kurt towards the edge of the ring, the mutant teleporting back in and trying for another punch that Trish blocked.

"Somehow this feels ironic to me," Trish said. "You're demon-like but you're a great guy who has a lot of faith in God. I'm more human in appearance yet I'm actually the demon here."

"The irony is not lost on me," Kurt said, leaping back. "Despite you being a demon, I can tell you too are a good person."

"Eh, I try to be, but I'm no saint," Trish said.

"God just cares if you try, you don't need to be perfect," Kurt said. "It is our imperfections that make us human."

"What does that make a demon?" Trish asked.

"A creature like any other, one who is just as capable of great good, and one who too should feel the rights of a human," Kurt said.

"...Funny, one thing I envy humans about is the fact that you're allowed to cry," Trish said. "Sometimes I wish we demons could, but Devils Never Cry. Tears are precious gifts only to humans, that's what Dante's father would say."

"With all due respect to Dante and his father, I think demons should cry if they need to, you have a right to sadness after all," Kurt said.

"I see your point..." Trish said, then shook it off. "Geez, what are we doing chatting? We're in the middle of a fight."

"Nothing wrong with mid-battle banter, I've seen heroes do such a thing," Kurt said.

"Dante does too, but he also fights when he talks," Trish said, aiming her sword. "So let's talk with our blades for a bit, then have a heart to heart later."

"I welcome that," Kurt said, going into battle.

Leon and Remy were battling themselves, the Cajun trying his hardest to whack Leon with his staff, but the agent was quick to dodge and got a kick to Remy's sides.

"You're fast," Rem said, then managed to whack Leon in the face. "But not fast enough mon ami."

"Leon!" Chris ran over to help but Remy turned his staff against the agent as Leon tried to attack from behind, taking a whack to the stomach in the process.

"Go Remy!" Apple Bloom cheered. "Nothing can take ya!"

Remy acknowledged the cheer with a thumbs up and went to attack again, however Steve got knocked into him, courtesy of Zero.

"It's over Cap!" Zero ran over with his sword, leaping into the air. "I'll show you what a true fighting robot can do! RAIKO-"

Just as Zero was about to attack, Steve grabbed his wrist and flipped him overhead and toward the edge of the ring.

"CHARGING STAR!" Steve rammed Zero with his shield to knock his opponent out of bounds.

"Zero of Team Capcom has been knocked out of the ring!" Cadance declared.

"Dammit!" Zero shouted.

"Looks like we lost another," Leon said.

"I'll avenge him!" Hsien-Ko shouted, going after Steve, but Peter appeared before her.

"Sup?" She tried to attack but Peter ducked and struck hard. "SPIDER STING!" Knocking her into the air, he jumped and knocked her back down, then used his webs to fling Hsien-Ko out of bounds.

"Hsien-Ko of Team Capcom has been thrown out of the ring!" Cadance declared.

"Sorry guys!" Hsien-Ko said.

"You did your best!" Chris reassured.

"Wasn't that a zombie or something? Surprised she's on a team with you," Peter said.

"Well technically she's a jiang shi, a bit different," Chris said. "It's a Chinese culture thing."

"Cool," Peter said, then found himself blasted by Trish.

"I'm not letting what you did slide," Trish said. However Remy had thrown some cards near the ground ,the dust blinding Trish long enough to allow Peter to run in and kick Trish far out of the ring.

"Trish of Team Capcom has been knocked out of bounds," Cadance declared.

"Can we please get some new fighters in!" Chris shouted. "We need three more!"

"Think we're losing here," Ken said. "I'll go in. Who's with me?"

"I'll go too!" Felicia said. "Leia, you want to help us fight?"

Leia nodded in agreement, the young Monster Hunter heading into the ring with her team.

Felicia ran in front and enter of the ring, "Who's up first?"

As she said that, Logan stepped in, the Best in the World extending his claws. "Think yer claws work well against mine?"

"She's not your opponent," Leon said, stepping forward. "I am!"

He immediately charged at Logan, but one sidestep allowed Logan to backhand Leon to the ground. Leia rushed to help with her sword but Logan blocked and kicked the giant blade away.

"I got your back!" Felicia said, spinning on the ground and dashing forward, landing a blow against Logan. "NEKO PUNCH!"

Sonic raised his eyebrow in surprise, "Was that a spindash?"

"Kind of looked like one," Sunset said.

Felicia once again began spinning, making her way around the ring, landing blows on Susan, T'Challa and Taskmaster. She appeared near the center, gently licking her paws, "Nyah!"

"That's actually kind of cute," Amy said.

"A little out of place though," Terry said. "Still, that girl's tough."

Susan went for a strike against Ken, but the warrior sidestepped and kicked her hard in the stomach. "Take this! SHIPPU JINRAIKYAKU!" Ken used the power of his enhanced Hurricane Kick to send Susan flying out of the ring.

"The Invisible Woman of Team Marvel has been defeated!" Cadance declared.

"Aw, mom lost..." Franklin lamented.

"She did her best," Mayday said. "What matters is that her whole team wins, and daddy will make sure of that. Besides your uncle's still in, and your dad's coming in next."

"Yeah, and Uncle Ben's here too, we still got this," Franklin said.

"Looks like it's my turn!" Deadpool said, stepping into the ring. "Alright, give me your best shot!"

Joe went in for a kick that Deadpool immediately sidestepped, then attacked with a quick chop to the back. Morrigan tried going for a kick as well, but Deadpool parried and went for a punch that knocked her away.

"Come on, enough of the filler, send me someone good!" Deadpool said.

"Take me on then!" Ken said, going for some punches that Deadpool was quick to block, then went for one of his own that Ken countered by judo flipping him over his shoulder.

"Not bad!" Deadpool said, getting back onto his feet. "Fitting a Street Fighter guy would be entertaining."

Ken went for a kick that Deadpool blocked, but the experienced fighter quickly switched stances and kicked from the other leg, knocking Deadpool aside.

"HADOUKEN!" Ken fired his blast at Deadpool to which he ducked and hit his opponent with a jumping kick.

Deadpool then grabbed his katana, whacking Ken with the safe side of his sword, "CHIMICHANGA!" He was ready to follow up when Mega Man showed up, trying to blast him.

"Whoa now, making this more interesting then?" Deadpool said. "Alright, bring it on!"

Nearby T'Challa tried his attempt at defeating Ryu, the martial artist effectively blocking the strikes and then hitting the King with a punch that lightly dazed him.

"SHORYUKEN!" Ryu hit his dragon uppercut, sending T'Challa flying as he followed up with a fiery Hadouken. "SHAKUNETSU!"

The fire was enough to send T'Challa flying out of the ring, taking him out of the fight.

"Black Panther has been knocked out of the ring!" Cadance declared.

"I'm heading in!" Bobby said, skidding into the ring and going after Morrigan. "Let's start with you."

"Do you think you can take me little man?" Morrigan teased.

"I'm no little man, I'm Iceman!" Bobby said, sending an ice blast that hit Morrigan's wing.

"SOUL FIST!" Morrigan sent a blast at Bobby but he quickly cartwheeled away and blasted Morrigan again, encasing her in ice as she went clean out of bounds.

"Morrigan of Team Capcom has been knocked out of the ring!" Cadance declared.

"Alright, strong start!" Bobby said.

"RED HOT KICK!" Joe shouted, kicking Bobby from behind. "Yeah! How'd you like that!?"

Bobby readied more ice and immediately blasted Joe hard, sending him flying against the outside walls, knocking him for a loop.

"Viewtiful Joe of Team Capcom has been knocked out!" Cadance declared.

"Two for two!" Bobby said. "Who's next!?"

"Neko Punch!" Felicia tried for her attack but Bobby froze her and kicked her away, the girl sliding off the ring.

"Felicia of Team Capcom has been knocked out of bounds!" Cadance declared.

"Go Bobby!" Rarity cheered. "That's my husband!"

"You rule Bobby!" Sweetie Belle cheered. "I knew he'd be the best one in there."

"Hell yeah, I bet I can take on Ryu!" Bobby shouted, turning to the martial arts master. "You hear that!? You're going-"

Ryu punched Bobby hard in the stomach, knocking the wind out of him and then charging up a strong attack, "METSU...HADOUKEN!"

One blast knocked Bobby across the ring, the hero out cold from the attack.

"Iceman of Team Marvel has been knocked out!" Cadance declared.

"Aw..." Sweetie Belle lamented.

"Hey he did pretty well for the short time he was in," Rumble said.

"Yeah, he did," Sweetie Belle said. "Good on you Bobby!"

"Well...so much for that," Rarity said. "Still, he got my heart racing with passion out of that display."

Laura M, Rashid and Mika all entered the ring to replace those who got knocked off while The Thing stepped in to replace Bobby.

"It's Clobberin' Time!" Ben said, slamming his fists together. "Who want some of this!?"

Nearby Taskmaster was fighting hard against Mega Man, though one mistake allowed the robot to strike the former villain in a way that knocked him off balance and then blasted him out of bounds.

"Taskmaster of Team Marvel has been knocked out of the ring!" Cadance declared.

"I'm going in next!" X-23 shouted, running into the ring with her claws out and ready. "Get ready to bleed!"

Logan was fighting off Dante, though the hero looked briefly distracted by Laura's appearance. "She seems too aggressive."

"Focus on me!" Dante said, going for a punch that Logan was quick to block, and then struck Dante hard with his forearm and hit an uppercut.

As this was happening, Laura K was fighting off Rashid, kicking the culture geek back while blocking a punch from Laura M.

"Too many Lauras in this fight," Laura M said.

"There's only room for one," Laura K said, turning and kicking the electric girl in the head. "Alright, who's next?"

"Take this!" Mika rushed over and hit Laura in the face using her butt, knocking the mutant girl back. "I call that my Shooting Peach."

"Huh, reminds me of Yuri Sakazaki," Terry pointed out.

"Weird name though," Sunset said.

"Believe it or not, Peach is another term used to describe someone's butt," Sonic said.

"...I'm gonna have so many questions when I return to the Mushroom Kingdom," Sunset said.

Meanwhile X-23 had kicked Mika in the head, knocking her over, "Gonna need more than your sexy ass to beat me!"

Laura M then tried grabbing Laura K from behind, "Here's a shocking new more for you!"

Before anything, Laura K slammed her rival down, "Shocking? Who are you, Blanka?"

Laura M got back up and kicked Laura K, "Well he's a fellow country boy of mine, two of Brazil's best!"

"Show me more then," Laura K urged.

"Laura!" Remy ran to the girl's side, "You look outnumbered."

"I'm fine, but thanks for coming by," Laura K said.

"Gambit!" Rashid said. "Perfect, an X-Men legend, now I shall show you the power of the Turbulent Wind!"

Rashid rushed to attack first but Laura K was quick to kick him in the head as Remy used his staff to whack Rashid aside. Laura M tried for a kick but both Laura and Remy grabbed her leg and kicked her in the stomach. Mika grabbed Remy to suplex him, but Laura pulled him away and kicked her back.

"I'm done with these three!" X-23 said, "Let's end this!"

Laura K focused on Laura M, using her speed to strike her at different angles and then kicked her out of the ring. She then focused on Mika and grabbed her by the arm to flip her over, then kicked her out of bounds as well.

Rashid attempted to intercept but Remy tripped him up and whacked him out of the ring with his staff, taking out the Street Fighter trio.

"Laura Matsuda, Rainbow Mika and Rashid of Team Capcom have all been knocked out of the ring!" Cadance declared.

"Dammit!" Chris lamented. "Things went downhill fast since Chun-Li got knocked out."

"We still have enough fighters left, don't lose hope," Ryu said.

"Ibuki, let's go!" Makoto said.

"You got it!" Ibuki said, following her friend into the ring.

"I should head in too," Jill said, stepping inside the ring.

"Now, who should I go for next?" Laura wondered.

"Respect the passion, just try not to go overboard," Remy said. "This is just for-"

"Ha!" Leia shouted up and whacked Remy aside with the safe part of her giant sword.

"You little brat!" Laura kicked the girl down, extending her claws, "You're going down!"

Leia placed her sword to block the strike and attempted to fight back against her opponent.

"Leia!" Leon called. "Don't worry about holding back too much against her, she's very durable!"

"Surprise attack!" Deadpool rushed to attack but Leon blocked and kicked him away.

Leia took Leon's advice, using more force in trying to fight Laura, swinging her sword around to do damage. However Laura was too fast and managed to knock the sword from her hands and kicked her back to the ground.

She leapt into the air, extending her claws and landed down knee first against Leia's stomach, keeping her extended claws close to her face.

"Still think you can take me?" Laura asked, Leia shaking her head. "Then run along now, little girl."

Laura stepped away, Leia crawling away from the girl and out of the ring, acknowledging her surrender.

"Leia of Team Capcom has forfeited," Cadance declared.

"Should have gotten Leo," Regina said, stepping into the ring. "Alright, I'm up! Though in the subject of hunters, kind of wish that woman they once mentioned was here, I believe her name was Elsa Bloodstone."

"Looking for Elsa?" Cap said, getting her attention. "She had business to attend to in the Savage Lands I'm afraid, but perhaps you can be acquainted with her soon enough."

"That sounds fun," Regina said. "Alright Cap, show me what you got."

"From my calculations, Capcom has only half their fighters left," Sunset stated. "Meanwhile Marvel's side only lost nine fighters."

"They started out behind but they climbed up really fast," Goku said.

"Capcom will be fine," Terry said. "The further they are in a corner, the harder they start to fight."

Ryu and Ken were fighting off Ben, double teaming the rock-based hero, and sending a dual punch to his stomach.

"That won't be enough!" Ben said, whacking both men back with his arm. He charged at the duo but a double Hadouken kept him at bay.

"TATSUMAKI!" Ryu shouted, hitting Ben in the face a few times.

"TATSUMAKI SENPUKYAKU!" Ken shouted, hitting a bit harder and with fire.

"Ben!" Johnny flew in to help his teammate but Mega Man blasted him from the sides, nearly sending him out of the ring.

This allowed Ryu and Ken more time to deliver one final dual blow that sent Ben flying out of the ring, hitting the wall really hard

"We did it!" Ken said, doing a thumbs up.

"The Thing of Team Marvel has been knocked out of the ring!" Cadance declared.

Next up was Iron Fist, the martial artist looking ready, "Alright, let's do this!"

Johnny looked frustrated at not being able to help his teammate, using that frustration to blast Mega Man hard, nearly sending him flying out of bounds himself, though fortunately he was able to halt his momentum.

Nearby he spotted Steve battling Regina, aiming his blaster to help but took a kick from behind, courtesy of Kurt.

"I cannot allow that," Kurt said. He was about to follow up but a surprise punch from Chris knocked him for a loop, followed by another punch that nearly knocked Kurt out of the ring, but the mutant teleported back in.

Mega Man however anticipated this and followed up with a Mega Buster blast that send Kurt flying out, this time hitting the wall and taking him out of the fight.

"Nightcrawler of Team Marvel has been knocked out of the ring!" Cadance declared.

"Aw...bummer," Ocellus lamented.

"He lasted pretty long, and did great," Silverstream said.

"Yeah, at least there's that," Ocellus said. "You did your best Kurt! I'm really proud of you!"

"I appreciate that!" Kurt said, offering a thumbs up.

"Alright, it's my turn now!" Quill said, using his boots to fly into the ring. "Who wants some first!?"

"Star-Lord," Mega Man readied his Mega Buster. "I got this one!"

"Be careful!" Chris said.

Nearby Iron Fist was battling against Jill, throwing quick punches in succession to the former S.T.A.R.S. member, then blocked an incoming strike from Leon and kicked away the former RPD officer.

Ken tried for a kick to his head, but Danny was quick to block and sent a powerful blow which knocked Leon away.

Ryu stepped in, firing a Hadouken attack that Danny punched through and then did another punch that sent him flying past Steve.

"Looks like Danny's doing well," Steve said, then took a kick from Regina, the girl now focusing her attention on Iron Fist.

"A hot shot huh? I'll show him some manners," Regina rushed to attack but Danny blocked her oncoming kick and threw a punch that sent her flying back towards Steve.

"I'm not done yet!" Regina stood up to keep fighting, but Steve blocked her path and kicked her in the sides and tossed his shield at her stomach and jumped to kick her out of the ring.

"Regina of Team Capcom has been knocked out of bounds," Cadance announced.

"My turn!" Sakura rushed into the ring, immediately targeting Danny. "You mine! SHUNPUKYAKU!"

Using her own version of the Tatsumaki, Sakura had struck Danny in the head, stunning him long enough for Jill to jump in and kick him out of the ring.

"Iron Fist of Team Marvel has been knocked out of the ring!" Cadance declared.

"My turn to shine," Natasha said, stepping into the ring and facing off against Jill. "Try your skills against me!"

Meanwhile Makoto had gone after Peter, the young girl hoping to bring down the legendary hero, "Don't think I forgot about our spar years ago! This time I'm stronger than before"!

"Yeah, you're definitely hitting harder," Peter said, blocking the strikes. "You're doing pretty great actually."

"Don't patronize me! I'm here to beat you!" Makoto struck harder, hitting Peter in the chest to stun him a moment, taking her opportunity. "ABARE TOSANAMI!"

With a quick combo, Peter was off his feet, taking him by surprise, "You were not joking about your strength."

"Rindo-Kan Karate is the greatest Karate of all!" Makoto said, going for another attack but Peter sidestepped and kicked her hard, sending her flying out of the ring.

"You're strong, but that's not enough to win a fight!" Peter said. "Don't get so carried away!"

"...Dammit..." Makoto lamented. "He beat me again."

"Makoto of Team Capcom has been knocked out of the ring!" Cadance declared.

"You'll get better!" Peter reassured. "Keep practicing! You got this!"

"And I got you!" Mega Man tried blasting Peter from behind but the hero leapt overhead and webbed the Super Fighting Robot.

"ULTIMATE WEB THROW!" Peter spun around a few times midair and sent Mega Man flying out of the ring.

"Mega Man of Team Capcom has been thrown out of bounds!" Cadance declared.

"Whoa! Spider-Man took Rock out of the fight!" Sonic shouted in surprise.

"Can't think of too many others who could have done that," Tails said. "Still, big loss for Team Capcom."

"I'm going in," Rebecca said, entering the fight.

"Right behind you," Haggar said, stepping in, cracking his knuckles.

"Good luck Rebecca!" Thorax called.

Natasha and Jill continued fighting, while the spy woman seemed to have the advantage, Jill had snuck in a kick to her leg and knocking her into Dante.

"Oh, sup gorgeous?" Dante teased.

Natasha went for a strike but Dante ducked and punched her hard, sending her flying out of the ring.

"Black Widow of Team Marvel has been knocked out!" Cadance declared.

"Dante, that was my opponent!" Jill said.

"Then keep better track of her," Dante said, then nearly found himself blocking a strike from Laura. "Geez, how come I never meet any nice girls?"

Laura tried another attack but Dante ducked and punched her hard in the stomach. Just as he was about to follow him, Jill jumped in and kicked Laura toward the edge, leaping up for one final strike. "Here's my Coup De Grace!"

That kick was enough to knock Laura out of the fight, much to her frustration. "Fuck!

"X-23 of Team Marvel has been-"

"I think everyone can see that!" Laura shouted, startling Cadance.

"Laura! Shake it off!" Logan warned, focusing back on the competition. "Looks like they're fighting harder, makes this all the more fun."

"I'm going in!" Janet said.

"Right behind you," Scott said, following her.

Deadpool tried attacking Haggar with a few punches, then jumped to deliver a kick to his head. "Time to drop the 'Mike'! Nyeh, get it?"

Just as Deadpool was going to deliver another blow, Haggar punched Deadpool in mid-air, knocking him down.

"Piledriver!" Haggar hit Deadpool with his signature move, stunning the hero "Kind of a blabbermouth, aren't you?"

"Take this!" Quill shouted, flying in and kicking Haggar in the face, stunning him briefly and then kicking him once more to send him flying out of the ring.

"Mike Haggar of Team Capcom has been knocked out of bounds!" Cadance declared.

Deadpool shook off his attack, "Wow, thanks for that."

"It's nothing," Quill insisted. "Let's keep fighting, we got-"

"HADOUKEN!" Both Ryu and Ken shouted, knocking Quill and Deadpool out of bounds respectively.

"Star-Lord and Deadpool of Team Marvel have both been knocked out of the ring!" Cadance declared.

"...Well, this sucks," Quill said.

"I never get enough screentime," Deadpool said.

"I'm up," Daredevil said, stepping into the ring.

"High time I entered as well," Strange said, floating in.

"There's Doctor Strange!" An excited Twilight stated. "This should be fun!"

"I'll go in too," Captain Commando said.

Goku began to rub his chin as he analyzed the situation, "I think I know where Team Capcom went wrong. It seems like they sent most of their best fighters in right off the bat, while Team Marvel kept some of their heavy hitters in for later. Capcom is scrapping the barrel while Marvel still has some strong guys remaining."

"Wow, that's a good point. Especially now that top fighters like Chun-Li and Mega Man are out," Paul said. "What do you think, Terry?"

"He ain't wrong," Terry said. "Nothing against the remaining guys but seeing Doctor Strange coming in now while their best guys are dwindling makes this worse for them."

"Akira, Jacky," Sonic said, getting their attention. "What are your takes on this?"

"I don't blame Capcom for going in strong, but it didn't work out well in the end," Jacky said. "I can't see them winning."

"But, if Marvel lets this get to their heads, they may slip up, thus giving Capcom the advantage," Akira said.

"It's easy sending your strongest in first," Vegeta said, finally speaking up. "But that runs a risk of exhausting your forces too fast."

"The fight is not over," Master Chief said. "Anything can happen."

"I fully agree," Kratos said. "Nothing is decided until the last person remains."

"I think we're in for plenty of surprises," Sunset said.

Ibuki went to battle against Wolverine, trying her best to defeat the X-Men veteran but Logan's speed was still above hers.

"I am not losing to you, Wolverine!" Ibuki shouted. "I will bring honor to Team Street Fighter after defeating the X-Men's top guy!"

"You got some guts kid, I respect that," Logan said, then punched her toward the edge, and once more to send her flying out. "But you still have a ways to go."

"No! Not again!" Ibuki groaned in annoyance.

"Ibuki of Team Capcom has been knocked out of the ring!" Cadance declared.

Roll looked around, seeing that no one else was left, "I guess it's my turn."

With Roll in the ring, the realization began to dawn for everyone and how this Tournament was going.

"Team Capcom is down to their last Ten Fighters, do they dare believe they can survive?" Cadance asked.

"Damn right we do!" Ken shouted. "Ryu, get fired up!"

"I will..." Ryu said, tightening his headband. "I refuse to give up so easily!"

Ant Man was targeting Dante, hitting him at various angles and trying to knock him off balance. "Time to bring this demon down! Take-"

Dante managed to catch Scott off guard, sending him flying far out the ring and against the wall.

"Ow..."

"Ant Man of Team Marvel has been knocked out of bounds!" Cadance declared.

"I'll go in next," Dwayne said, heading into the ring.

Ryu and Ken were working together to fight Thor, knowing just how tough the God could be, and hoping to avenge Chun-Li.

"Come on! We need this guy out!" Ken said.

"I'll come to assist!" Captain Commando said, going for a strike that got blocked by Thor, the God blasting the captain out.

"Captain Commando of Team Capcom has been knocked out of bounds," Cadance said.

"Dammit! We can't afford to lose anyone else!" Ken shouted. "We're down to nine!"

"Take this!" Roll shouted, rushing in and whacking Thor in the head with her broom. This barely phased the God but it did distract him long enough for Dante to hit a sneak attack, as he and Ryu delivered a mighty double punch to send Thor toward the edge, the two working with Ken to finally kick Thor out of bounds.

"King Thor of Team Marvel has been knocked out of bounds!" Cadance declared.

"My turn," Reed said, entering the ring.

"Team Marvel only has two on reserve," Leon said. "Come on, keep pushing!"

"Hey, isn't this just supposed to be for fun?" Sakura asked. "I mean winning is great but it's not the end of the world if we lose."

"She's right, let's just keep doing our best," Rebecca urged.

"Right...of course," Ryu said, focusing on his opponents. "It's all for fun..."

Sunset felt worried, "Ryu's looking stressed, I hope he's not letting this get to his head."

"Ryu's always taken things seriously, he's almost as stubborn as Kyo when it comes to fights," Terry said. "I can't talk, I like to win too, but Ryu and Kyo...they just get so single minded when it comes to victory."

Cloud seemed just as worried himself, hoping that Ryu wasn't going to get desperate. "Hey! Just do your best, Team Capcom! That's all that matters!"

"Wow...even Cloud Strife is offering us support," Jill said.

"That feels like a weird omen," Chris said. "Think it means anything?"

"Watch out!" Leon called as Daredevil went to strike. Chris was quick to block, allowing Jill to kick Matt away.

Leon went for a kick himself but Matt was able to block and whack Leon back, then fought away Jill and Chris.

"I got you!" Rebecca attacked from behind but Matt hit and uppercut and knocked her close to the edge. Moving fast, he ran in and kicked Rebecca clean out of bounds.

"Rebecca Chambers of Team Capcom has been knocked out of the ring!" Cadance declared.

"Great job buddy!" Peter said.

"You did it, Daredevil!" Mayday cheered.

Unfortunately for Matt, Jill had kicked him from behind, allowing Leon to do a follow up kick that sent Matt out of the ring.

"Daredevil of Team Marvel has been knocked out of bounds!" Cadance declared.

"I'll go in next," Jean said.

Dwayne went to attack Leon near the edge, but the agent blocked the attack and did a spin kick to the skater's stomach, allowing Chris to do a straight punch to knock Dwayne out of the ring.

"Night Thrasher of Team Marvel has been defeated!" Cadance said.

"Aw man..." Night Glider lamented.

"Guess I'm up now," Bucky said, being the last one to step inside.

"All the remaining fighters are present in the ring!" Cadance said. "It's Do or Die for both teams!"

"We're only down by two," Dante said. "We got this!"

"Don't get so overconfident!" Janet said, flying in and blasting Dante with her bio stingers, stunning the half-demon while Johnny flew in for a punch that sent him flying.

Ken was quick to kick Johnny out of the air, and focused his attention on Janet, "Think you can take me on!?"

"I know I can!" Janet said, going for some punches that Ken was quick to block and delivered a hard strike to her stomach.

"Take this, SHINRYUKEN!" With a fiery Shoryuken, Janet was sent flying out of bounds and unable to continue.

"The Wasp of Team Marvel has been knocked out!" Cadance declared.

"You did your best, Jan!" Spike called.

"Mommy did great!" Hope said.

"...I know they're just saying that but it's still sweet," Janet said.

Reed sent a stretch punch toward Ken, knocking him near the edge. He was about to attack again but Roll used her broom to trip him up, allowing Sakura to rush in with a kick to his back.

"My turn!" Dante ran in and punched Reed hard in the face, his neck stretching far and coming back hard with a headbutt to the half-demon. "Crap!"

Reed extended his fist and punched Dante hard, nearly sending him flying out but Sakura jumped to catch him and stop his momentum.

"Hang in there, demon boy," Sakura urged, then noticed trouble. "Watch out!"

She and Dante avoided an attack from Bucky, the hero slamming his metal fist down, then trying to get the two again.

"You got this, Bucky!" Sugar Belle cheered as The Winter Solider went after Dante.

"Nice arm, not as cool as Spencer's though," Dante said, delivering a punch to knock Bucky back. Suddenly he got hit by Cap's shield, the First Avenger running in to help but was left open for a surprise kick from Jill to his head.

"Wow, nice move," Steve said, then punched Jill with his shield, then tossed it again to stun her. "STARS AND STRIPES!"

One uppercut knocked Jill out, sending her right out of bounds.

"Jill Valentine of Team Capcom has been knocked out," Cadance declared.

"Jill!" Ken went to help but Strange appeared before him, using his magic to knock him away, then summoned his book and attacked with offensive spells.

"I don't think so, Strange!" Dante went for a strike but Strange put up a barrier and blasted Dante back while he focused on Ken.

"ASTRAL MAGIC!" Strange sent an astral being to surround Ken, trying him up and leaving him open for a magical beam from Strange's book, knocking Ken out of the fight.

"Ken Masters of Team Capcom has been knocked out," Cadance declared.

Ryu started to get worried, not only was his team outnumbered, but the only heavy hitter left was Dante. Chris was here too but there was only so much he could do without super abilities.

"Wow, that was impressive by Doctor Strange," Twilight said.

"Pfft, is that all he has?" Starswirl asked.

"To be fair, he might be holding back for the Tournament," Mage Meadowbrook said.

Bucky continued his attack, trying to land a blow on Sakura, fortunately Roll had shown up and whacked him from behind with her mop. Bucky managed to kick it out of her hands and then kicked her down.

"Stay out of this fight, little girl," Bucky said.

Roll's eyes widened in shock, and turned to anger, "Oh. No. You. DIDN'T!" She grabbed the brook and frantically swept the ground below, the friction creating fire and the spark hitting Bucky and causing some light fire on his backside.

"Hey, what in the world!?" Bucky quickly put it out, but left himself open for Sakura to attack.

"HARU RANMAN!" She kicked Bucky into the air and then jumped up to whack him to the ground below. As he struggle to stand, both Roll and Sakura knocked him clean out of the ring.

"The Winter Solider of Team Marvel has been knocked out of bounds!" Cadance declared.

"...I am so glad Sam wasn't here to see that," Bucky lamented.

"NO!" Sugar Belle shouted in annoyance. "Come on! That wasn't martial arts! That was just some weird hijinks!"

"Sugar Belle, please don't flip out," Double Diamond urged.

"Spider-Mane! Deal with those nutty girls!" Sugar Belle shouted, gesturing to Roll and Sakura.

"Who's she calling 'nutty'?" Sakura asked. "Anyway, did you see that Ryu-san!?"

"Yeah, great work," Ryu said. "Just focus on the fight ahead."

"Don't worry, we'll win," Roll said. "I'm fighting for my sweetheart, Rock!"

"Aw, she's using love as motivation!" Amy said. "So is Sakura, I bet she really likes Ryu."

Sunset huffed in annoyance but refused to speak about her feelings regarding the matter.

"We're still ahead by one fighter," Johnny said. "Come on, keep pushing."

"I got this," Jean said, readying her powers. Within seconds she created sparks of fire, sending them flying at Sakura and Roll, blasting the two out of the ring.

"Sakura Kasugano and Roll of Team Capcom have been eliminated!" Cadance declared.

"Aw...I wanted to keep fighting for Ryu-san!" Sakura said.

"So much for fighting for Rock's honor," Roll said.

"That's two," Jean focused on the remaining fighters. "Just four left."

"Shit, how are we gonna get past Jean Grey?" Leon asked.

"Won't be easy, Jean's one of the strongest X-Men after all," Dante said. "But, I'd say she's more of a glass cannon."

"Fine by me!" Dante rushed in for a kick to Jean, but she caught him midair with her telekinesis and slammed him down a couple of times.

"Dante!" Chris rushed to help but Remy had blocked him. Chris however kneed Remy in the stomach and punched him back, allowing Leon to run over with a kick, then knocked Logan away while he and Chris both work to knock Remy out of bounds.

"Gambit of Team Marvel has been defeated," Cadance declared.

"Dang it," Apple Bloom said. "At least he fought well."

Jean focused her attention on Chris, but he quickly threw a flash grenade in her face, blinding her for a bit.

"Jean!" Logan shouted, rushing at the two. Leon attempted to intercept but Logan hit an uppercut that briefly stunned Leon. "It's over bub. FATAL CLAW!" Leon was thrown from the ring, taking him out of the fight.

"Leon Kennedy has been knocked out of the ring," Cadance declared.

"Dammit!" Dante had enough and activated his Devil Trigger, focusing on the remaining opponents. "You're all going down!"

Steve was the first to attack but Dante's increased speed allowed him to get some quick strikes in, then fired some non-lethal magic bullets at the Captain.

"Jackpot!" One final blast sent Steve flying out of the ring.

"Captain America of Team Marvel has been defeated!" Cadance declared.

"Alright, who's next!?" Dante shouted, then found himself facing some Doctor Strange clones. "You gotta be kidding me."

"SPELL OF VISHANTI!" Strange's clones blasted Dante clear out of the ring.

"Dante of Team Capcom has been defeated!" Cadance declared.

"...That was impressive," Starswirl admitted.

"Wow, that looked like the Shadow Clone Jutsu," Naruto said.

Strange reunited, focusing his attention on Chris and Ryu.

"I'm not ready to give up," Chris said. "There's still only...five of them and between you and me, I think we can take them!"

Ryu had no immediate response, he was just glaring at his opponents.

"Ryu, are you with me?" Chris asked, seeing that his friend was getting super serious. Feeling worried, Chris tried to downplay the situation. "Hey take it easy. Look I got a little dramatic there, remember this is for fun. If we lose well then we tried our best. We took down a lot of their heavy hitters, that's good! Plus you learn more from losses than wins, it means we have more to improve. That is the way of the warrior after all."

Peter looked a bit worried himself, he could see Ryu was getting too serious about this, "Hey um, think we should call for a mercy rule?"

"This isn't baseball," Johnny said.

"Yeah I know but, there's only two left," Peter said.

"If we try ending the fight now, it's going to disrespect them," Logan said. "They don't want pity, they want a fight."

Chris stepped forward, ready for action, "Hey, whatever happens, you guys did great."

"Thanks, so did you," Peter said. "And hey, we can still do this again someday, our story is far from over."

"Yeah, got that right," Chris said. "One day our children may do Marvel vs Capcom."

"I can't see Mayday fighting, maybe my son Benjy if he wants but who knows," Peter said.

"I get that, this isn't a profession I would encourage my kids into either," Chris said. "Well, let's do this!"

Chris rushed in to attack, targeting Wolverine, getting some punches in to knock him toward the edge. Reed was about to use her powers when Ryu blasted him with a Hadouken, then went after Strange.

Chris got a few more punches in on Logan and then hit an uppercut to stun him. Jean sent some fire towards Chris as he dodged and tossed a grenade near Jean. She shielded her eyes thinking it was another flash grenade, but fire came out instead.

"Fire? How would that work against me?" Jean wondered, then took a strike to the back from an electric rod, Chris rolling aside and whacking her with the base of his empty shotgun and whacked again to knock her out of the ring.

"Jean Grey of Team Marvel has been defeated!" Cadance said.

"No way! Jean lost to Chris Redfield!?" Kitty shouted.

"She must have really let her guard down or something," Jubilee said. "That or Chris Redfield is a lot craftier than he appears."

"He made it this far after all," Hisako said.

"Good, that's another down," Chris said, turning around. "I just have to-" Reed then punched Chris out the ring, taking him by surprise.

"Chris Redfield has been knocked out of bounds," Cadance said. "Only one fighter remains on Team Capcom!"

The eliminated fighters from Team Capcom were starting to wonder if there was any hope for victory while those from Team Marvel felt this was a wrap.

Ryu continued fighting hard, but blows from Logan, Johnny and Strange made it hard for him to keep going. Ryu was nearly exhausted, the warrior wiping some sweat off his head.

"Ryu!" Peter said. "Hey, if you're done, just say so. No shame in surrendering after fighting so hard!"

"I...can't...surrender," Ryu said. "I will...never surrender!"

"Stubborn to the end, but that's what makes you a great fighter," Logan said. "You did well my friend, know that you lose with the honor of a hard-fought battle."

"I...can't...LOSE!" Ryu shouted, his eyes beginning to turn red as an evil energy started to take over.

"What's happening?" Strange asked.

"Oh no..." Sunset said in worry.

"Don't tell me," Terry said, equally worried.

Ryu's dark ki was rising, his teeth beginning to sharpen as his hair turned red, and a strange core appearing on his chest.

"Ryu! Fight it!" Cloud shouted.

"Don't succumb to the Satsui No Hado!" Sunset urged. "You're better than this! Don't turn into the monster that Akuma is!"

Ryu struggled to maintain control, but his desire to win took over as he punched the ground hard, sending everyone flying back.

One by one, Ryu fought away his opponents, first knocking Strange out of the ring, then Reed and finally Logan.

"Uh...Doctor Strange, Mr. Fantastic and Wolverine of Team Marvel have all been knocked out of bounds," Cadance declared. "All that's left is one fighter on each team."

Peter's spider-senses were going off like nuts, much to his annoyance, "I can see the danger spider sense, wish you'd shut up for once."

"Spider-Man..." Ryu said. "I will not lose to you again!"

"Ryu! Take it easy, it's just a-" Peter took a really bad punch to the stomach, knocking the wind out of him.

"Daddy!" Mayday shouted in worry.

Ryu relentlessly attacked Peter, getting in strike after strike, bruising Peter with each blow, blood emerging from Peter's face and mouth. One hard elbow strike to the back of a downed Peter knocked much more blood out of him.

"Ryu!" Chun-Li ran to the edge of the ring. "You have to stop!"

"Come on Ryu, this is not worth it!" Dante urged.

"Take control!" Mega Man called.

Ryu's assault continued, Peter being left bruised and bloody, to the terror of everyone in the audience.

"Fight back Peter!" Rumble called.

"Come on Peter!" Autumn Blaze encouraged.

"Dammit kid, you gotta counterattack!" Tony urged.

Luna had enough, "Cadance, stop the fight!"

"I can't stop it until there's a winner!" Cadance said.

"He's going to kill Peter at this rate!" Luna called. "I order you to..." Suddenly Luna's eyes widened in worry as an ominous magic began to take over. "The Nightmare..."

"Sister?" Celestia said.

"...Cadance, call the fight off now!" Luna said. "Hurry before-"

Suddenly as Ryu went for another punch, Peter had quickly caught it, Dark Energy surrounding the boy as his eyes began to turn an ominous shade of green.

"What's going on?" Goku asked. "Why is Peter's energy so sinister all of a sudden?"

"Sinister?" Sunset took a closer look, fear etched across her eyes. "No, not Peter too!"

Peter hit a mighty punch across Ryu's face, rushing in and continuing his assault, not relenting against his martial arts rival.

The Evil Ryu stumbled back, gleefully wiping some blood from his mouth, "Much better, now this is a fight!"

"You call this a fight? You must have a black belt in stupid if you think you can beat me," Peter said.

"Tch, I really hate spiders," Ryu said, the two clashing again, trading blow after blow, neither one holding back as both men ended up bruised.

"Yo! Peter! What's with you!?" Johnny shouted.

"This ain't good," Logan said. "Cadance, listen to Luna and call this!"

"R-right..." Cadance said, sensing that this has gotten bad. "Alright, that's enough! You two-"

Ryu sent a Hadouken while Peter fired a magical blast from his hands, Johnny quickly flying in to pull Cadance out of the way.

"I got you," Johnny reassured.

"Thanks," Cadance said. "I don't think they're going to listen."

"Beyond that...did Peter just do magic?" Johnny wondered. "Since when could he do that?"

"I...don't know," Cadance said. "Must be the Nightmare."

"Nightmare?" Johnny asked. "Like Nightmare Moon?

Ryu and Peter both readied their fists, charging up a lot of power and animosity.

"No don't! You'll risk killing each other!" Goku urgently shouted.

"Someone get in there and stop them!" Twilight called.

"DADDY!" Mayday shouted in worry.

Before anyone could react, both Ryu and Peter threw a punch so strong at each other, that the two were immediately knocked out of the ring at opposite ends, both unconscious.

"Wait...who just won?" Scootaloo asked.

"Is that what yer worried about?" Apple Bloom asked.

"Peter!" Twilight teleported over to her husband, lifting him up gently. "Peter, are you okay?"

"Ryu!" Sunset ran to check on her friend. "Ryu speak to me!"

Without further ado, Cadance grabbed the mic, "Both Ryu of Team Capcom and Spider-Man of Team Marvel have been knocked out of bounds, as it stands...this tournament is a draw."

The crowd wasn't concerned with that, only with the safety of the two fighters. After a few minutes, both Ryu and Peter were regaining consciousness, both having snapped out of their evil forms.

"Twilight, what's going on?" Peter asked.

"Oh thank goodness," Twilight said, hugging her husband. "I was so worried about you Peter! I thought you were gonna die!"

"Easy Twi, everyone's watching," an embarrassed Peter said.

"I don't care, I'm just happy you're safe!" Twilight said, the girl in tears over the fear. "You really need to stop making me worry so much."

"...I'm sorry, I really don't know what happened," Peter said.

"Well, it's fine," Twilight said. "You're safe and that's all I care about."

"So...who won?" Peter asked.

"I'd like to know myself," Ryu said, walking over. "Who won in the end."

"I don't think there was a winner," Twilight said. "Looks like it was a tie."

"That sucks," Dante said, making his way over with his team. "I mean, I'm glad Peter and Ryu are okay, but a tie?"

"Kind of hoped for a winner," Johnny said, his team also approaching.

"Well...think about it this way then," Twilight began. "Everyone wins, so everyone's happy!"

"BOO!" Team Capcom shouted.

"Boo!? It's a draw!" Twilight said. "This way you both win!"

"BOO!" Team Capcom shouted again.

"Seriously!?" Twilight said. "Isn't that enough for-"

"BOO!" Team Capcom repeated.

"Geez, you guys are a bunch of whiners!" Twilight said.

"This everyone wins thing sounds like participation trophy bullshit," Chris said.

"I'm kind of on their side," Bobby said. "A fight like that shouldn't end in a tie."

"Fine, we'll review the tapes, assuming there are any," Twilight said.

"I have a better idea," came the voice of Discord, the draconequess appearing in the center of the ring, adapting a human form. "Hello Princess."

"Discord!?" Twilight shouted.

"Why yes, it's-WHOA!" Discord eased back when the other warriors surrounded him. "Easy, I just came to make a peaceful solution."

"Don't try anything funny," Terry warned.

"Make one wrong move, and you're toast," Knuckles warned.

"Wow, you're all quick to violence," Discord said, then noticed two familiar guys. "Ah, Goku, Vegeta, how goes things?"

"Don't talk to me," Vegeta said, readying his ki. "I should destroy you right now."

"But, I have a surprise," Discord said. "Two new participants! Here's someone for Team Capcom."

Discord opened a portal, everyone anticipating the worst, wondering who Discord could have found.

Stepping through however, was the Movieland villain, Alastor, "Sup?"

"...Alastor?" Viewtiful Joe said. "What are you doing here?"

"Is that anyway to greet your mortal enemy!?" Alastor shouted.

"Right...we are enemies but um, I'm not feeling my usual hero self so sorry if I'm winging it," Joe said.

"What's this poser doing here?" Dante asked.

"Hey, I'm no poser! I am Alastor, the cool demon boy!" Alastor boasted.

"Yeah, I couldn't find Wesker or anyone impressive, so I stuck with him," Discord said.

"Hey!" Alastor shouted.

"Who'd you get for Team Marvel then? The Tinkerer?" Johnny jokingly asked.

"No, someone better, and someone who knows Peter well," Discord opened the portal. "Come on out, Eddie."

"Eddie!?" Peter said in confusion. Stepping through the portal was Peter's archrival, Venom. The symbiote suit villain glaring at his enemy.

"No...it's him..." Luna said, the Princess feeling anxious.

"Peter Parker, it's been too long," Venom said.

Peter could not believe his eyes, between his friends from Earth being in the crowd, and now Eddie, he began to wonder if his nightmares were turning into a premonition. "Eddie...how!? I mean...I thought...back on Earth...The Green Goblin...you..."

"Speechless?" Venom taunted. "We're here to finish what we started."

Sunset stood in his path, "I'm not letting you through, you guys are not welcome here."

"It's you, the girl who blindly followed Norman Osborn," Venom taunted. "You caused quite a bit of mischief yourself."

"I can bring that girl back, if you tempt me," Sunset warned.

"You're surrounded with no chance of victory," Goku warned. "I suggest you leave."

"Oh fine, it's no big deal anyway," Discord said. "I just wanted to suggest an alternate ending since Team Capcom so wanted another fight, and this just seemed like a golden opportunity to reveal my new recruits."

"Recruits? What are you planning?" Sunset asked. "Does this have to do with those villains at the Gala?"

"Perceptive, aren't you?" Discord said. "You are on the mark, but don't just take my word for it, take their's."

From nearby, another portal opened, The Dazzlings stepping through along with Shocker, Electro and Mysterio.

"Oh you have got to be kidding me," Trixie said. "Not that bowl head again."

"It's three of Peter's enemies," MJ said.

"Shocker..." Rumble said, recalling what he did years back, with the Crusaders looking just as worried.

"No way..." Lightning Dust said. "I can't believe Herman's here."

"Electro..." Luna said.

Starswirl seemed to be just as worried as everyone else, "It can't be! Not them!"

Adagio turned to the side, smirking at the Pillars, "Starswirl, it's been a while. Didn't think you'd see us again, did you?"

"Hey Princess Luna, remember me!?" Electro shouted.

"I wish I could forget you, of course I'm more displeased to see Venom more than anything," Luna said.

"What? Didn't like our power?" Venom taunted. "It's fine, we prefer Eddie Brock, he's not mentally weak like you are."

"What was that!?" Luna shouted.

The symbiote revealed Eddie's face, as he smirked at the Princess, "You couldn't handle this power. But it's back where it belongs, with me. This is the chance I needed to have revenge of Spider-Man for all the terrible things he's done!"

"Okay, you're pissing me off," Sunset said, getting in Eddie's face. "I don't want you bothering Peter."

"Or what little red head?" Adagio said, getting her attention. "You've become such a goody-two shoes, haven't you?"

"Don't act like you've known anything about me," Sunset said. "I'd also watch it if I were you, I mean you're not exactly in Canterlot High School, this is the real show."

"You met them once?" Goku asked.

"Briefly, it's complicated but I'll explain later," Sunset said.

"Listen, we just came here to deliver a message," Adagio said. "Now we intended to keep this a secret but recent events made that impossible, so now consider this a fair warning! Equestria, enjoy this time of peace while you can, because it's not going to last you much longer! Your end is near!"

"Your days are numbered!" Mysterio said. "In the coming weeks, all that you know and love will fall before you, and your heroes won't be able to save you."

"After all...can any of you trust a hero who has a dark side?" Venom said, gesturing to Peter.

"Peter Parker is not pure or innocent," Adagio said. "Of course, none of you are. You bunch of self-righteous ponies think you're the holiest beings in the multiverse, but you're all just a bunch of hypocritical fakers who are getting what's coming to you! When we're done, we're going to put Asgard's Ragnarök to shame! Every single nation in this world will die!"

"Then Earth is next," Electro said.

"ALL...The Earths," Aria said. "Marvel, Capcom, everyone else, watch your backs."

"The Multiverse Armageddon is coming," Mysterio said. "The end is near."

Everyone in the crowd wasn't sure what to make of this, many believed the heroes would just stop the villains like normal, some worried that this threat was no joke.

"That will all, enjoy the rest of your day," Adagio taunted as she and her friends began making their way through the portal."

"Where's Cozy Glow!?" Peter shouted, getting the attention of the villains. "You three! The Sirens! Cozy Glow was with you! Where is she!?"

"Somewhere you can never hurt her again!" Sonata said. "Not you, or your wife, or The Avengers, or The Princesses!"

"Give her back to me!" Peter demanded, stomping toward the villains. "I swear if you don't, I will-"

Eddie stood in Peter's path, glaring down at the boy, "You'll what?"

"Eddie, move, now," Peter warned.

"You know this guy's looking kind of weak," Alastor said. "Let's take him out now!"

"Alastor, wait!" Discord urged.

"Take this!" Just as he approached Peter, Akira Yuki stood in his path.

"DOPPO CHOUSHITSU!" Akira hit Alastor with a very powerful knee strike, that knocked the villain to the ground, aching in pain.

Venom immediately went after Akira, knocking him aside, this setting off the other heroes.

"Take them down!" Terry urged.

"Not good..." Discord said, using his magic to blast the heroes back. "Everyone retreat!"

"Wait, we can take Spider-Man out now!" Electro said, readying his electricity.

"Don't be stupid, we're outnumbered!" Adagio said. "We need to escape!"

"Hey!" Peter marched toward the group. "Don't think I forgot about you, I want-"

Suddenly Venom lifted Peter by his neck, "Still want that child you treat so horribly?"

"Daddy!" Mayday shouted.

"Starlight!" Rainbow Dash called. "Send us though the barrier!”

"Oh no you don't," a disguised Pharnyx said. "Changelings, attack!"

Several of the ponies in the ground transformed into evil Changelings and went on the attack, this catching Leon's attention.

"Shit, not them!" Leon loaded his guns. "Someone send me through the portal! I'll exterminate those pests!"

A few Changelings neared the Parker-Sparkle family, Starlight, Trixie and Shining Armor fending them off. Jigglypuff went to fight as well while Franklin stayed near Mayday to keep her safe from harm.

Even Tony had his Repulsor Blasts ready to protect his family.

"Come on, let's go!" Adagio said, just as Logan got close.

"You ain't leaving!" Logan warned.

Shocker and the Sirens emitted a loud shrieking vibration to distract everyone, though it wasn't enough to deter Logan, and had one unfortunate side effect.

"Knock it off!" Venom shouted, the villain feeling the effects of the vibrations.

"Just head through already!" Shocker said, gesturing everyone across the portal. Logan attempted to rush after them, but Venom had grabbed him with his tendrils.

"You're not escaping!" Venom warned.

"Eddie! Let's go!" Discord said, trying to keep the other heroes at bay, even allowing a few Changelings in to keep them distracted.

"You're not escaping me!" Cadance went after Discord, then suddenly felt her magic draining. "What's...going on?"

Discord turned around to see that Tirek was just at the edge of the portal, stealing Cadance's magic while Goblin appeared beside him.

"Let's end this with a blast!" Goblin threw some bombs from his end, causing massive destruction that disoriented all the heroes.

Peter himself couldn't believe what was happening. He hadn't fully gotten over his prior stress, and seeing all this other destruction just made things worse as he slipped back into his trauma, his spider-sense ringing in his head.

Venom saw this as a chance to finally destroy Peter, lunging at the hero.

"Peter!" Twilight rushed to help, everything seemed to be moving in slow motion. Twilight trying to reach Peter, Venom closing in while the heroes were distracted by all the Chaos.

Within seconds, a black and white flash emerged out of seemingly nowhere and kicked Venom away from Peter, landing right near Discord.

Acting quickly, Discord got Venom, Alastor, and all the Changelings back through his portal, with Adagio, Mysterio and their team jumping through as well, leaving no trace of the villains.

"Looks like we drove them off," Goku said.

"Weaklings," Vegeta said.

As Peter was laid in pain on the ground, he looked up and saw the woman who helped him, a lady in a black and white spider costume.

"Peter..." The girl said, gently stroking his face. "Don't worry, I'll protect you this time."

"Who are you?" Peter asked. "Why do you sound so familiar?"

"Gwen!" Came the voice of a red-haired woman, alerting the attention of the superpowered Gwen Stacy. "Don't dawdle, let's go!"

"I'll explain everything later," Gwen said. "But, know this. Discord's group is not the only one you need to worry about, be vigilant."

Gwen quickly made her way back through the portal, leaving Peter even more confused.

"Peter!" Johnny said, kneeling beside his friend. "Who was that girl? What was with that outfit?"

"I think...that was Gwen..." Peter said, then suddenly became dizzy. "Ugh..."

"You alright buddy? Hang in there, we're gonna get you home." Johnny called to his wife, "Yo Twilight!"

Peter wasn't sure what happened, but he expected big changes following this tournament. For now, all he could do was wait and see.