//------------------------------//
// Armageddon Begins Part I 
// Story: Spiders and Magic: Ultimate Showdown 
// by Masterob 
//------------------------------//

The day had finally come, the day the villains have been waiting to happen for many years. Gathered in the halls of Castle Doom, they lined up near several portals leading to different parts of Equestria.

A few of them looked confident, ready to unleash their power on this unsuspecting world.

Sonata stood ready before her portal, preparing herself for what was to come. Truth be told though, she was feeling quite nervous, as she didn't know what to expect. The first round wasn't too hard, it was more getting someone else to do her dirty work for her.

This time, she had to be ready to fight, and she would need to deal some damage. Fortunately for her, she wasn't going in alone, she would have allies helping her do battle.

To her left, she spotted her Dazzling friends, each of them with their own goals. To her right, she spotted the trio of Shocker, Electro and Mysterio, each of them ready to do their own thing as well. At least she would have one of them by her side.

Standing next to her was Cozy Glow. In Sonata's mind, the was not ready for this type of mission. But this was not something she could talk her youngest friend out of. Rather she had to hope that she could keep her safe.

None of her friends had any interest, not that it mattered since they would be splitting up once the leaders gave the order to.

"Your goals are right before your eyes," Doctor Doom began. "Each portal leads to a different section in the world which inhabits Equestria. Your orders are to wreak havoc."

"That's it?" Aria asked. "Simple enough, but it seems too simple."

"It is simple," Wesker interjected. "But sometimes, simple is effective."

"The best way to bring down a foundation is by attacking the structure," Ultron said. "Even those heroes will realize they cannot be everywhere at once."

"A few of you do have special tasks," Doom said. "Those of you going to The Crystal Empire must obtain the Crystal Heart."

"And to those going to Mount Aris, see if you are able to acquire this Pearl that Cozy Glow mentioned," Wesker said.

"Pearl?" Juri asked.

"According to Silverstream, her aunt Queen Novo has something called 'The Pearl of Transformation'," Cozy Glow explained. "She used it once to hide all the Hippogriffs from The Storm King."

"I remember that," Tempest said. "She had help from a Sorcerer to drive the whole army away."

"Yeah, Doctor Strange," Cozy Glow said. "Right now Queen Novo still has it in her Throne Room, if you can go in and get it, that's just more power for us."

"Also, a quick word of warning to anyone coming with me to see my Changelings," Chrysalis said. "My Throne has a special ability to soak up any Non-Changeling magic. I do not know if it is still being used however, but given that I carved that throne to keep The Hive safe from intruders, I should imagine that Thorax would maintain a similar mindset."

"Unless those ponies really got him to let his guard down," Pharnyx said.

"That is also possible," Chrysalis said.

"Does it work on magic from outside your world?" Vergil asked.

"Not that I know of," Chrysalis said. "The rules of magic do differ between dimensions, theoretically most of you could still have functioning magic."

"That could work to our advantage," Wesker said. "If we borrow the material you used for your throne, it could be used as defense against their magic."

"Clever plan, now let's see who's willing to join me and my still loyal Changelings," Chrysalis said.

"Personally speaking, I'm not worried about magic," Vergil said. "Even if I cannot use my Devil Trigger, my sword mixed with my innate speed and strength should suffice."

"So you will be joining me, excellent," Chrysalis said.

"I'll be going to Mount Aris," Juri said.

"Not alone, I will accompany you," Mysterio offered.

"Many of you have your destinations," Wesker said. "I have mine of course, I will be bringing my time and energy to the Dragon Lair."

"Golly, that's so risky, dragons are dangerous," Cozy Glow said.

"I'm aware my dear," Wesker said, adjusting his shades. "I am not one to shy away from danger. Without risk, there is no reward."

"Hey, maybe you'll get lucky and find the Dragon Scepter," Cozy Glow said. "I don't know how it works, but it could be one more thing we could use to our advantage."

"I will keep that in mind," Wesker said.

"So, I'm apparently going to a place called Griffonstone," Tron said. "Is there anything I should expect from there?"

"There is something called the Idol of Boreas," Cozy Glow said. "And gold, lot's of gold."

Tron's eyes widened when she heard something that sounded wonderous to her ears, "Wait, gold? Like, real gold?"

"Uh-huh," Cozy Glow nodded. "Griffons are notoriously stingy, and usually charge tourists for just about everything, so they probably have loads of bits stashed somewhere."

Tron's pupils turned into dollar signs as her grin widened, "Cash! Glorious cash! It's not exactly Zenny, but money is money!"

"She did not only mention gold," Doctor Doom reminded.

"Uh...right, sorry," Tron said, awkwardly rubbing her head. "So, Cozy Glow, about this idol you mentioned?"

"The Idol of Boreas," Cozy clarified. "Gallus never went into detail much but he did say that it had special abilities. It can either unite others into fighting as one, or control others into doing your bidding. But, it's still a nice looking treasure, made entirely of gold."

"So, more gold, is that right?" Tron asked.

"Tron, keep in mind that we are trying to obtain power," Wesker said. "If you can find this Idol that Cozy Glow is mentioning, make that a priority. Remember, it is a useful tool, not something for you to potentially pawn off for money."

"Last I heard, it fell into the Abysmal Abyss, which is a large gap around Griffonstone," Cozy Glow said. "It may be lost forever."

"Well, that's a shame. But as long as gold's still there, I am filled with determination!" Tron said. She then placed her fingers in her mouth and blew a whistle, "Servbots! Line up!"

The 42 Little Followers ran up to Tron, each of them saluting to the girl, "We're here Miss Tron!"

"We're about to invade Equestria, remember to leave no house unturned!" Tron said. "Those Griffons won't know what hit them!"

"That girl better not screw anything up..." Vergil lamented. "Hardly matters, I will perform my duty as I should."

"I'm just about ready to go myself," Eggman said. "I can just about taste our glorious victory!"

"Before we go, is everyone here and ready for what must be done?" Wesker asked.

"A few are still on their way," Vergil said, turning behind to gesture to Tempest and some villains from Square. "Such as them."

Tempest made her way over, joined by not only her Master Sephiroth, but his allies Seifer Almasy, Kekfa Palazzo and The Cloud of Darkness.

"Fun and gloom! Gloom and fun!" Kefka cheered as he skipped toward the portal. "A new place to play! To spread terror night and day!"

Tempest turned her attention to Sephiroth, "Is this normal for him?"

"He merely relishes in chaos, which is what we are ready to unleash within the realm of Equestria," Sephiroth explained.

"Fine by me, so long as he follows orders," Seifer said.

"Do not expect much," CoD commented.

"We will keep an eye on him, for now, let him explore in his own way," Sephiroth said.

"Well, if you insist," Tempest said, still weirded out by Kefka.

Juri shook her head in annoyance, "How do we always attract the crazy people?"

"Somehow, I don't think you should be commenting on that," Vergil said.

"Aw, that hurt my feelings, sweet Vergy," Juri teased, much to Vergil's annoyance.

"Do not start," Vergil said. "I do not have time for your silly games."

"You're no fun," Juri said, then turned around to spot more allies. "Hey, it's those SNK guys. Urien actually pulled through in recruiting them."

Coming into view was Iori Yagami, joined by his allies, Vice and Mature. The King of Fighters warrior standing alongside Juri, awaiting what's to come.

"Good to see you Iori, and you brought your friends," Juri said.

"Acquaintances, not friends," Iori corrected.

"We're pretty busy usually, but this could make for a nice vacation," Vice said.

"Interesting idea of a vacation," Juri said. "But it is something you do to have fun, and what's more fun than causing pain?"

"Causing pain to Kyo Kasunagi," Iori said. "Is he even acquainted with this Equestria world? I do not like having my time wasted."

"It won't be," Vergil said. "If you can assist us in our endeavors, we will assist you in yours, including this strange relationship you have with the Orochi," Vergil said.

"You sure it's not to just steal it for yourselves?" Mature asked.

"Watch your tongue with me," Vergil warned.

"I'm surprised you two are still loyal to our friend Iori," Wesker said. "Last I heard, things did not go well with the three of you."

"Mistakes happen, we won't hold it over Iori's head," Mature insisted.

"You must be quite forgiving then," Wesker said. "It hardly matters to me however, so long as you commit to your end of the deal."

"Yeah, yeah," Iori said, once again irritating Wesker.

"Kind of wish we had Leona instead," Juri said. "But she refused to trust us."

"Her loss," Tron said. "She could have made some great strides, including a chance to overcome Orochi herself."

"That woman foolishly believes she can resist," Iori said. "Perhaps she is simply not worthy of that power."

"So what you're saying is, no one can resist, not even you?" Juri teased. "Or are you just jealous that she has better emotional restraint?"

Iori glared at the former S.I.N. woman, "Do you wish to experience the Orochi firsthand?"

"Enough, I will not tolerate infighting," Wesker warned. "Juri, be a dear and choose your words carefully."

"Geez, everyone's such a wet blanket," Juri said.

"Iori, I think it will be best for you and your ladies to work alongside Kazuya Mishima," Wesker said. "Power like yours is more of a blessing than a curse, but it does require a sense of control."

"So basically, with Great Power, comes Great Responsibility," Juri said, earning herself a few glares. "What?"

"Isn't that what Spider-Man says?" Shocker asked. 

"He does, I've heard him say it a few times," Cozy Glow said. "I never fully understood what he meant."

"It motivates him into being a hero I guess," Adagio said. "It sure sounds like something a hero would say to sound like a goody-goody."

"Honestly, it almost sounds weird coming out of Spidey's mouth," Electro said. "Maybe I'm just too used to him being a smart mouth little punk."

"I can believe it," Martin Li said. "Peter is a lot more enlightened than he appears to be. Which is why caution is a must."

"We got this under control," Adagio said. "So, anyone else coming?"

"Kraven contemplated coming, but I am unsure now," Wesker said. "Perhaps he is willing to wait."

"Is Balrog coming?" Vergil asked.

"At the moment, no. He is busy training some new recruits," Wesker said, then called to the Shadoloo leader. "Bison, any idea as to whom these recruits may be?"

"A couple of failed experiments," Bison said.

"Failed huh? If it is who I think it is, didn't you hope for at least one of them to be a spare body for you?" Juri asked. "If Ed came, then at least you have a backup plan in case you bite the dust out there."

"I'm sure you would love that, wouldn't you?" Bison asked.

"In a perfect world, I'd kill you myself," Juri said. "Equestria just may be that world."

"Try to avoid killing one another," Wesker said. "Our priority are those so-called heroes after all."

"Speaking of Shadoloo, where's Vega?" Tron asked. "Wasn't he in Tartarus as well?"

"I haven't seen Vega in a while," Aria said. "Funny enough, some other creature that looked like Venom was lurking around too, but he's not here."

"Probably for the better," Electro said.

"Anyone else we should know about?" Juri asked.

"No, that is all," Wesker said, taking a look around the room. "Everyone seems to be here. Those who are late are free to join in on the fun later, if there's any left."

"We shall bring this world to its demise, and focus our energy on the others," Dormammu said. "Perhaps after Equestria, we can finish the job started on Marvel Earth."

"Or we can go straight to Capcom," Juri said. "Marvel Earth is already weak as is, and will be weaker once we do away with the heroes living in Equestria."

"It would be foolish to not strike while we can on Marvel's Earth," Wesker said. "We can save our own Earth for later, Juri."

"Let us focus on what's in front of us," Doom said. "Planning future moves can be advantageous, but if we worry too much on what's to come, we will lose focus on what must be done now."

"I agree, let us revisit this later," Vergil said.

While everyone was talking, an unsure Venom turned his attention to Doc Ock. "So, what are we doing exactly?"

"Weakening Equestria," Doc Ock said.

"That we get, but how exactly?" Venom asked.

"We do what we must to weaken their defenses, and take down those who would side against us," Doc Ock said.

Venom cautiously glanced at the others, "Somehow, we don't like where this is going. But if it means doing away with Spider-Man, we'll go along. So long as no innocents get hurt."

"Do not worry, my dear boy," Came the voice of Goku Black. "Where we are going, there are no innocents. Those Sirens certainly have found little innocence in Equestra, especially after how they treated that poor child."

"Oh right, that Cozy Glow girl got put in a cage by some moody Princess," Venom said.

"Where they expected her to suffer," Doc Ock said. "That is no way to treat a child, and we shall personally make them pay for their sins."

"Right, you have a soft spot for children, don't you doctor?" Black asked.

"Perhaps," Doc Ock said.

"Quite understandable," Black said, still briefly eyeing him. "Just make sure you do what you must on your end too."

"The time is now," Doom said, using his magic to enlarge the portals. "You all know where you must go. I hope for your sakes, that you have prepared well for this journey. I do not take kindly to stragglers. If you fight well, you may earn respect. Fight poorly, you have only yourself to blame if you meet your demise."

"Hit your regions hard, and destroy anyone who might be a threat," Wesker ordered. "If your region has a useful tool, take it by any means. Are you all prepared?"

"We're ready boss," Juri said.

"They shall feel despair," Sephiroth said.

"This should be fun," Kazuya said.

"I will take back what is mine," Loki said.

"Time to reshape the multiverse,' Ultron stated.

Goblin stepped forward, holding his Pumpkin Bombs in hand as a mischievous grin stretched across his face, "Time to make a certain spider beg for mercy, as we destroy everything he loves in one fell swoop."

"Let the Armageddon...begin!" Wesker declared as everyone went through their portals.





All the while this was happening, Peter was staring out the Balcony to his home. He had explained all he could to Celestia and Steve, regarding the villains and their multiverse plans. Due to the dangers that Equestria was facing, their first major plan had been put into motion.

As he looked out the window, he was joined by Twilight, the mare looking concerned for her husband. "I take it you have a lot on your mind?"

"Bit of an understatement," Peter said.

"I can imagine," Twilight said, resting on the balcony next to her husband. "Glad you told me, usually you tend to downplay it."

"Huh, yeah, I suppose so..." Peter said, the hero feeling a bit distracted.

"Peter?" Twilight gently rubbed his back, feeling some tension building in him. "Are you...well, I suppose you aren't feeling your best but, is there anything I can do for you?"

"I'm fine, don't worry," Peter insisted. "All that matters to me is figuring out a way to stop these villains from wreaking havoc."

"And you already have a good start," Twilight said.

"I'm just worried about my plan," Peter said. "Bringing in heroes to help is good for our world, but what about my world? My old home? What if that's in danger?"

"Tony is prepared for that," Twilight reassured. "He's going to use portal tech mixed with Equestrian magic to keep tabs across this world. He's already sent out those Patroller Robots."

"I'm worried about that too, a lot of ponies found them annoying," Peter said.

"Better that they get a little annoyed than risk dying," Twilight said. "With those robots, we can keep tabs on this world."

"That has me worried too, this type of thing led to the Hero Civil War," Peter said.

"That happened because things became unreasonable," Twilight said. "All we have to do is keep things within reason and it should be fine. Plus everyone's come to an agreement on how things need to be done, so that helps too."

"Guess that relieves a bit of worry," Peter said. "But, despite all that-"

"Peter, just have faith, alright?" Twilight said. "Everything's going to be fine. We'll stop these villains, once and for all."

"I hope so..." Peter said.

Twilight nuzzled her husband, still sensing some distress, "Is that everything on your mind? Is there more you want to tell me?"

"..." Peter turned away, still feeling a sense of dread that would not leave his heart.

"Is it about Luna?" Twilight asked.

Peter grunted in frustration, "I still feel so betrayed. Luna was my friend, how could she trick me like that?"

Similar to her husband, Twilight also felt a heavy heart, knowing how hard this had been for her and Peter. Luna's betrayal stung them both.

"It might be weird to say, but I almost feel bad for Luna," Twilight said. "She had feelings for you, just like I did. Yet I'm the one you picked in the end."

"I know, I kind of figured it out later that she had feelings for me. Shocker, right? Me figuring out a girl liked me?" Peter joked, trying to keep the mood light. That feeling did not last long as he once again felt bothered. "Still, that doesn't excuse what she did."

"I know, and I do want her to answer for it, but it makes me wonder," Twilight said. "There are times I feel so lucky that I was the one you picked. I can't stand the thought of knowing that you could have easily picked her instead. You've been such a big part of my life that, if I didn't have you, I would feel so empty inside. I'm guessing it's what Luna feels. She feels empty because she met someone she deeply cared for, and he chose someone else."

"Twilight..." Peter said.

"I'm not making excuses for her, but I do want to at least understand where she's coming from, so I can address this properly," Twilight said. "I do wonder, was there a chance you could have gone with Luna instead?"

"Of course not," Peter insisted. "I honestly can't imagine myself with any other girl besides you."

"What about Gwen though?" Twilight asked.

"Gwen?" Peter asked, then recalled the fight from a couple of days prior. "Wait, were you jealous of her?"

"Not Ghost Spider Gwen, I mean the Gwen Stacy from your world," Twilight said.

"Oh...I do admit, that I did love her," Peter said. "But, that's in the past. Who knows if things would have worked out anyway. Knowing my luck, she would have ran off. She's a great girl but she did have a tendency to be pretty vain and stuck up. She got mad anytime I didn't notice her new hairstyle."

"Sounds like something Rarity might say," Twilight said.

"Rarity's a bit vain but I think Gwen beats her out," Peter said. "I feel terrible for saying this, I did care about her after all, but it wasn't guaranteed that she and I would be a thing. With you, I felt something different. You had that charm to you that I probably would never have noticed if you didn't make the first move."

"Guess I should consider myself lucky then," Twilight said. "Still, I guess it is a relief that I had some advantage over Gwen."

"Honestly, my love for Gwen hasn't totally disappeared..." Peter bashfully rubbed his head. "It just took a new form," With a blush he briefly eyed his wife before turning away. "You know, in loving you."

It took Twilight a second to register, a small blush now appearing on her face, "Oh, wow. That's um...very poetic Peter. Um, thank you."

"And, I hope you don't feel threatened by Gwen, or MJ for that matter," Peter said. "I love you, not them."

"I know, I guess I did feel jealous because Mayday really liked Gwen's company," Twilight said. "Benjy also took very kindly to MJ, so not only was I insecure about losing my husband's affection, I also felt that way when it came to my kids."

"You shouldn't though, Mayday and Benjy love you," Peter said. "Mayday just admires Gwen. It's no different than how she admires Johnny. She loves her Uncle Johnny, but still remembers who her daddy is. Mayday may love her Auntie Gwen, like she loves her Auntie Rainbow Dash, or her Auntie Rarity, or even her Auntie Apple Bloom. But you're always going to be her mother."

"I'll admit, I wasn't too worried with our Equestrian friends since they were never the object of your affection," Twilight said. "Nor did I worry about our Earth friends since I knew you'd be fine. You and Mayday have such a special bond, and I always felt like I was just the nagging mother."

"Well I hope you know now that Mayday really does love you," Peter said. "If anything, that's why she acted out when it came to the Friendship Students. She was worried that you were trying to replace her. Because she believed you were ashamed of her."

"I will admit, I do wish she were more social and outgoing," Twilight said. "But, I probably should remember that at one point in my life, I wasn't too social, it took me a while to learn. I should have just let Mayday go at her own pace. It's working, she has Franklin and Luster Dawn."

"Flurry Heart too," Peter said. "Cousins or not, they definitely have a good friendship."

"Yeah, Flurry too," Twilight said, a smile etching on her face. "It's only fitting that my daughter, and my brother's daughter would form such a great bond. It gives me hope that Mayday will be fine, and my worries were unfounded."

"Mayday will be fine, because we're there for her," Peter reassured.

"But then why did things get so rough between us?" Twilight asked. "The way she acts, it's like she thinks that I don't love her."

"She's just afraid, in the end kids want to know their parents love them, and Mayday was worried that if she wasn't a Friendship Ambassador of sorts, then you would stop loving her," Peter said. "She was worried that you didn't care about her feelings."

"I came to realize that after she said what she said the day my school closed down," Twilight said. "It was a little embarrassing to have that done in front of a crowd. I guess I brought that on myself for being a lousy mother."

"You're not lousy," Peter said. "I can't condone what Mayday did, even if I understand it. But the fact that you're so worried shows that you do care about her feelings. That in turn makes you a good mother."

"Still, I feel like I should be better," Twilight said. "I don't want to risk pushing Mayday away like I almost did with Moon Dancer."

"Not for nothing, but Moon Dancer was a little out of line herself," Peter said. "I know she felt hurt because you didn't show up to her party, and I do understand that. But honestly, it's not like she didn't have friends in Canterlot, and she may have indirectly told them that they're simply not enough. In my mind, she behaved a bit selfishly just because she didn't get things her way."

"That was a bit blunt of you to say, Peter," Twilight said.

"Honestly, it brings up another irritating point, like you had those same friends in Canterlot, and I know you had a bit of a falling out because you placed studies over friendship. Which, I am no different, as Flash kindly explained the other day," Peter said. "Still, instead of Celestia helping you mend those bonds, she tells you to go to Ponyville and start over. That's just terrible in my mind."

"Wow, I can tell you really do feel strongly about this," Twilight said.

"I've always found it strange, but reuniting with MJ, Harry and Flash reminded me that I am no different," Peter said. "I did abandon my friends, it sucks. I hate knowing that you may have made a similar mistake to me. I'm glad you at least were more willing to work things out, all while I just wanted to avoid my problems. They deserve better than that though, I don't blame Harry for being mad. He has a right to be, I ruined his life."

"Peter, don't say that," Twilight said.

"But I did," Peter said. "Between my fights with his father, then MJ flirting with me while the two were dating, and his drug addiction that I didn't even pick up on-"

"Peter!" Twilight interrupted. "Now you're taking things too hard. What happened with Harry isn't too different from me and Moon Dancer. If you firmly believe I didn't do anything wrong, why are you taking the blame for something you didn't do?"

"That's the problem, I didn't do anything," Peter said. "I should have, but I didn't. My inactions cause trouble, because if I don't step up then people suffer. It's why Ponyville's suffering, it's why my friends are suffering, it's why my daughter is suffering and-"

"Peter!" Twilight interrupted. "Not everything is your problem. You can't fix the world, not by yourself. Harry made his own choices, you are in no way responsible for the terrible things that happened to him. Could you have done something? Maybe. But he shouldn't have developed an addiction in the first place."

"It's my responsibility," Peter said. "I can't be responsible for everyone's suffering."

"Peter, this may sound strange to hear, but you are not at the center of everyone's problems, stop acting like you are," Twilight said. "Honestly, it's amazing how you sound so selfless and selfish at the same time."

"Huh?" Peter asked. "Selfish?"

"You care, and I love that, but you're acting too self-important," Twilight said. "Maybe it's the town's fault. They faulted you for the villains attacking, and the school closing down, but I don't believe it's your fault. Everyone just wants someone to blame. Don't let them walk all over you, stand up for yourself."

"I try but I don't want to make things worse," Peter said.

"It's going to get worse regardless, plus I really hate when ponies treat you like dirt," Twilight said. "You don't deserve that treatment. You've always put the lives of others first; these ponies are getting way too comfortable with that."

"It's my duty though," Peter said. "I'm a Knight and Prince after all. Even if it feels weird to say."

"Well as their Knight and Prince, they should be more respectful," Twilight said. "Honestly, at this point, I wouldn't blame anyone for quitting their role as a hero, including you."

"Last time I abandoned my post, things went bad," Peter said. "If I hadn't been so eager to leave my past, maybe I could have done something for New York."

"Peter, there were other heroes there too," Twilight pointed out. "Besides you're not the only one who moved here. You think Johnny or Logan are beating themselves up over this? Please, just accept that you didn't do anything wrong. Even if you made a mistake or two, that's fine. Everyone makes mistakes. You need to swallow your pride and accept that in spite of your power, you're only one person. You are only human. I know that's weird to say when we're in pony form, but that aside, that is what you essentially are. After all, even the greatest heroes can't do everything at once. You're not Superman, and even he probably needs help too."

"Wow..." Peter seemed impressed with his wife. "Gotta say Twi, you really have a way with words."

"Marveling at my speech is appreciated, but please take what I had to say to heart," Twilight said.

"I'll do my best," Peter still had a lot on his mind. "By the way, this whole Luna thing, it reminds me." Hesitant as he was, he still needed to address this. "Do you still feel any bitterness regarding Sweetie Belle? The Future one I mean."

"...If I'm being honest, it really hurt when I found out," Twilight said. "And I do still feel some anger about it."

"I don't blame you," Peter said. "Honestly, I'm surprised you didn't leave me. You had every right to."

"How could I? I know you would never willingly do such a thing," Twilight said. "Even if I was hurt, I know deep down, you were hurting more. Because you were the one who made the mistake, and you did everything in your power to make up for it. Now, I won't pretend it still doesn't bother me, but I know that's something I need to work on myself. I'd like to think that if the situation was reversed, that you would forgive me."

"That depends, if you slept with Sweetie Belle, or any other girl, I'd probably be okay, assuming you recorded it," Peter said.

"Ugh, Peter!" Twilight scolded. Geez, only you can joke about something like that when we're trying to have a serious conversation."

"Sorry, that was wrong of me," Peter said. "If I'm being honest, I wouldn't know how to feel. But I do love you and I want to believe that I would be understanding if something like that happened with you. Honestly, if you did it out of revenge I won't blame you."

"Oh sure, maybe I can go ask Gwen since you like mare on mare so much," Twilight teased.

"...Is that a real offer?" Peter asked, cowering the moment his wife glared. "Kidding! I'm kidding!"

Twilight sighed in annoyance, "It's fine, I suppose I walked into that one. Seriously, I have no interest in being with anyone other than you."

"That's good, call it selfish, but I want you all to myself," Peter said.

"Same here," Twilight said, kissing Peter on the cheek. "I love you."

"Love you too," Peter replied, looking out into the distance. "Funny, didn't you once offer a three-way with me?"

"Huh? No I didn't!" Twilight said.

"Really? Could have sworn, like back during the initial Capcom Invasion," Peter said. "I think Ieven had a dream about it."

"Oh yeah..." Twilight began to blush. "I don't know what I was thinking. Still, a dream?"

"It was me, you and..." Peter recalled Future Sweetie Belle being there. "Someone else..."

"You know, I might have an idea," Twilight said. "I may have had a similar dream. I do remember trying to console you after the village got destroyed, and I may have placed us under an illusionary trance. That was stupid of me to do, but it's better than us actually having a three-way. That would have been even dumber."

"Honestly I barely remember the details, probably for the better," Peter said.

"Let's just agree that you and I can only be intimate with one another," Twilight said.

"Wouldn't want it any other way," Peter said, glancing down at the empty streets. "Gotta say, I'm glad no one else is here. Imagine if anyone heard our conversation."

"Yeah, I would be so embarrassed," Twilight admitted.

Outside their bedroom door, Trixie, Starlight, Autumn Blaze, Johnny, Rainbow Dash and Bobby had their ears pressed against the bedroom door while Rarity, Logan, Fluttershy, Applejack, Remy, Wade and Pinkie Pie just waited back.

"Y'all done listening in on them?" Applejack asked.

"This is pretty good stuff though," Johnny said. "Wade, come check it out."

"You too, Remy," Bobby said.

"You kidding? In no world would I do something like that," Remy said.

"Also, I've seen enough shows to know that pressing against the door will bite you in the ass," Wade said.

"What are you-" Suddenly the door broke open, revealing their presence to Peter and Twilight, the latter looking annoyed.

"What's going on!?" Twilight shouted.

"Oh, hey Twi," Rainbow Dash nervously greeted. "We just wanted to check in on things, like any plans you or Peter had regarding these villains."

"Patroller Robots, a lot of them," Peter said. 

"Right, but what about bringing the fight to the bad guys?" Bobby asked. 

"We'll let you know," Peter said. "Right now, just be ready for anything."

"You got it Peter," Autumn Blaze said. "Say the word, and I will march into battle!"

"Uh, you don't have to," Peter said. "You're not a superhero."

"But I can fight, remember how I helped when that Mr. Negative creep was around?" Autumn Blaze said. "And also those vines!"

"I know but, it's still not safe," Peter said. "I'd rather you didn't get hurt."

"Sorry Peter, but I'm not leaving you at a time like this," Autumn Blaze said. "Friends stick together!"

"Honestly, she would make a great ally," Johnny said. "Especially if she can tap into that Nirk form. It's badass."

"Pretty sure you're only saying that because she catches fire like you do," Peter said. "I'm surprised you even want the competition."

"Who says anything about a competition?" Johnny asked. "Autumn's just kindred spirit to me, a badass flame fighter. We look after one another."

"And she's going to help regardless of what you say," Starlight said. "As am I, I am ready to fight by your side, Peter."

"My sister's here too, dropping Franklin off," Johnny said. "If you need back-up from her, she's ready."

"After what happened in New York, things are a bit personal for her too," Rainbow Dash said. 

"That reminds me, how is the Baxter Building?" Peter asked.

"It took some damage, but it's still standing," Johnny said. "Reed's there right now, salvaging what he can. I'm hoping things aren't too bad for him, but knowing Reed, I think things will be fine."

"That's a relief," Peter said. "I am still worried about the city, and anyone affected by all this."

"Hey, knowing Damage Control, they're probably on their way to fixing everything," Bobby said. "The city will look good as new in a couple of days."

"Probably doesn't do much for those who bit the dust out there," Wade said. "I hate to be the wet blanket here, but casualties were pretty high."

"One more thing for them cretins to answer for," Remy said, pulling out his cards. "They'll play right into our hands."

"And we'll leave them frozen in fear," Bobby joked. 

"Nothing like a bit of corny hero humor," Peter said. 

"Let's come up with a few plans while we can," Starlight said. 

"What about the Friendship Center?" Bobby asked. "Who's managing it?"

"I'm taking a personal day off," Twilight said. "The ponies in town will have to entertain themselves in another way."

"Ponies? Without their Friendship gathering?" Bobby sarcastically mused. "Sounds so awful, how will they manage?"

That did get a good chuckle out of everyone, aside from Logan, who was laughing on the inside.

"By the way, Twilight, Peter," Logan interjected. "How has Mayday been doing? Given all the crap she's been getting."

"Well, I want to say she's fine but, I think the bullying she's been getting is affecting her," Peter said. "She's feeling a lot more self-doubt on who she is and it's affecting her self-esteem."

"That's just terrible," Applejack said. "Nopony should go through that, especially at her age."

"This has me worried for sure, how long before these same creeps talk like that to my own daughter?" Bobby asked. 

"They just need to be educated," Logan said.

"With what? A school?" Johnny asked. "Twilight tried the school thing, it just turned them into a cult that idolizes Friendship and shuns who they deem outcasts."

"How about starting with the actual schools?" Pinkie Pie suggested. "Teachers can teach this stuff to young foals and they grow up to be less mean."

"That's a great point, Pinkie Pie," Peter said. "That's something Twilight and I can talk to the EEA about."

"Will they even see you?" Bobby asked. "Remember, that Neighsay dude is a total drag when it comes to stuff like this. Plus he kind of hates anything non-pony."

"Should we be concerned that somepony like that is in charge of Equestrian Education?" Fluttershy asked.

"Don't worry, not like teachers are like that. Even Cheerilee says knowledge is fer everyone," Applejack said, then turned to Peter. "If you need any back up, Cheerilee is there for ya."

"Glad we can count on her," Peter said.

"This doesn't do much for the ponies now," Trixie brought up. "You still have several other ponies who are just so immature about all this."

"They're stubborn, but truthfully it's not like all of them are like that, just a loud minority," Twilight said.

"In hindsight, it's usually the same five or six ponies starting crap," Bobby said. "Everyone just goes along with it due to a hive mind mentality."

"Good friends like Thunderlane, Lyra, Bon Bon and Derpy do a great job in showing the positive side to Ponyville," Pinkie said.

"Thunderlane himself was quite stubborn, and he had a major turn around," Rarity said. "So that does give hope for the other ponies."

"Wallflower Blush certainly made a turn around," Peter said. "Which means we shouldn't lose hope on this town."

"Well before we get to all that, might be better to focus on how to protect this town before we cleanse it," Remy said.

"Yeah, first thing's first," Peter said. "Let's try to brainstorm some ideas."

Downstairs, Susan is in the living room with Spike and Janet, watching over Hope, Benjy, Mayday and Franklin while Aunt May dusted things around the house.

"Any update on New York?" Janet asked.

"Construction to repair the city is underway, but a lot of people are still lost on what to do," Susan said. "It's a terrible sight."

"Kind of freaky that so much damage was caused to one place, and it wasn't even all the villains working together at the time," Spike said. "If only a few of them could easily level a city, I can only imagine what they could all do."

"It's fairly obvious what they can do," Janet said. "That's why we gotta solve this problem ASAP. Thing is, we have no idea where to start."

"Yeah, unfortunately we need to wait for the villains to make the next move, and hopefully try to end the problem there," Spike said.

"The Capcom Team is figuring out their location, at some point Reed will likely just join them and help on his end," Susan said. "Things should be fine, so long as we all stay on top of this."

"I hope they're having luck then," Janet said.





Within the Capcom Portal Room, a large gathering of heroes and warriors had occurred.

Chun-Li had met up with Spencer and Strider to make some plans along with Miguel O'Hara. 

The Ninja Turtles and April were talking things over with Reeve, Mega Man, Roll and Cammy, still trying to figure out their own course of action.

Presea was still recovering, thanks to Jude, who had Genis and Elize with him once again. Rashid, Viewtiful Joe and Sexy Silvia waited nearby, keeping an eye on things while also ensuring everyone's safety.

Leon, Viper and Sally were narrowing down locations as to where the villains might be, but not with the best success.

Ken and Jill were talking things over with Tifa and Barrett, discussing potential plans for the future. Trish, Morrigan and Felicia listened in from nearby, keeping their own mental notes on the situation.

Peni Parker and Tails were working together to finalize some battle drones that they could use for security purposes while Sakura, Ibuki and Makoto trained nearby.

Passing through the room were the team of Sunset Shimmer, Ryu, Dante, Chris and Cloud.

"Everyone's pretty busy, huh?" Sunset asked. "Preparing to engage with foes we can't even find."

"We'll weed them out eventually," Chris said. "But chances are that they might come to us."

"They've struck once, they'll do it again," Dante said. 

"Which means we must be alert," Ryu said. "The enemy can strike from anywhere."

"Given the size of the multiverse, that's a major understatement," Sunset said. "I'm glad Doctor Strange is looking into things back in his Sanctum. But I kind of wish he were here too."

"This place is already pretty crowded," Cloud said. "Not everyone could stay here."

"Trunks is back in his world, catching up with his family," Sunset said. "Kratos is waiting back home too, making sure his son stays out of trouble."

"Mark and All Might had to return to their own dimensions, they've got their own worries after all," Chris said.

"Based on what Mark described, I sure as hell hope we don't run into any Viltrumites," Dante joked.

"You're not scared of a little fight, are you?" Chris teased.

"Oh shut up," Dante said. "Don't get me wrong, if someone tried picking a fight with me, that person's face is getting slammed through the ground. Fighting a race of alien warriors really is not something we need now."

"All Might has a few enemies, if Wesker catches on then that's one more potential ally for him," Chris said.

"His biggest enemy is inactive at least," Chris said. "Right now I think All Might is training for the future. I think he found an apprentice, or a potential one at least. Some young boy."

"How much potential does this boy have?" Sunset asked.

"You're not thinking of asking him to fight with us, are you?" Ryu asked. "This is a dangerous situation, let's try to leave the youth out of it if we can."

"That seems unlikely, but minimizing it isn't such a bad idea," Chris said.

"I just hope we find these bad guys soon, and unleash a multiverse of revenge on them," Sunset said, showing some intense emotion. "We just gotta find Jin, Sonic, Kratos, Terry, Master Chief, 2B, Goku, Mario, Link and everyone we can to unleash a flurry of revenge on those villains. They have allies but we have more! I'm ready to bring the fight to them!"

"Wow, you got guts, but chill out a bit," Dante said. "Those guys you just listed, they want revenge too of course, so don't worry about that."

"Just try not to let it mess with your mind," Cloud said. "You don't want to get carried away."

"Well, honestly, maybe that's what these villains deserve," Sunset's eyes started glowing a bit. "How many were killed recently because of them? Sonic lost friends, some Marvel Heroes were lost, Lloyd lost at least one friend, not to mention those who perished in Ragnarok. We're lucky that Cammy and Vincent came back but there's still Guile, Carlos, Hayato, Yuffie and X." Sunset's eyes had turned a shade of red. "Loki and his team took them from us, those guys need to be at the forefront of all this."

"Sunset, we're all unhappy about what has happened, but don't let it affect your mental state of mind," Ryu warned. "Revenge is the easiest way to lose who you are as a person."

"I know, revenge is bad and all that, but you can't tell me that Loki doesn't deserve it," Sunset said.

"Kratos has his eyes on Loki, and he specializes in fighting Gods," Chris said. "If he really did topple someone like Zeus, I think he can handle Loki."

"Cloud here is strong enough to handle gods himself," Dante said, gesturing to the boy. "One way or another, Loki's going down."

"Just don't let revenge poison your mind," Chris urged.

"I won't poison it, I have much better control than that," Sunset reassured.

"I hope you do," Chris said. "Either way we need to-"

Suddenly there was a gust of power overtaking the area, much to everyone's surprise.

"What was that?" Chun-Li asked.

"Not sure," Spencer pulled his gun out and readied himself for anything as Strider drew his sword.

Another gust of power came and went, shaking the area a bit.

"Something's happening," Leon said, readying his own weapon.

"Sure is, keep your guard up," Donnie said, twirling his staff.

A few more gusts of power began to violently pass through as electricity formed on the other side of the hall.

"Guard up everyone," Miguel said, readying his claws.

A portal began to form in front of everyone, and stepping through was the God of Mischief, Loki. The man bore a sinister smile on his face as he greeted everyone, "Well, isn't this a pleasant surprise?"

"Loki?" Chun-Li said in disbelief as her friends took extra precaution.

"The one and only," Loki said. "In a manner of speaking that is."

"What are you doing here?" Leon asked, keeping his gun aimed. "Actually, scratch that last question. I couldn't care less why you're here, what matters is-"

Loki used some magic to send Leon flying across the room, and crashing through a table, injuring the warrior.

"Leon!" Viper called, then readied her Thunder Knuckles. "You have some nerve!"

"To Leon's point though, your reasoning for showing up means little to us," Spencer said, angrily marching over. "We finally have a chance for some payback, and we're going to take it."

"Don't think we've forgotten about Ragnarök," Mega Man said.

"And all that we lost because of you!" Roll added.

"Loss? You dare to speak to me about loss?" Loki asked in irritation. "My throne, my Kingdom, my Birthright! All of that was lost when Sutur obliterated Asgard! My invasion plans put to waste because of that fiend. My own sons were killed in that fight, and for what? Nothing! And you still have the nerve to tell me about loss!?"

"Your stupid fight got a lot of our friends killed!" Sunset shouted, stomping over. 

"Oh, it's you," Loki said in a bemused tone. "The multiverse fanatic."

"Because of you, many whom we cared about died in battle! All because you were just a selfish man who wanted power!" Sunset said.

"Again with the hypocrisy," Loki said. "You're the one who wanted to get involved with matters that did not concern you. No one told you to bring an army to Asgard, that was your choice. Any death on your side is because you were foolish enough to believe you could win someone else's war."

"Thor is our friend," Chun-Li said. "We were more than happy to help him fend you off."

"You did not fend me off, Sutur caused my retreat," Loki said. "Just like he caused yours. You see, you and I do have a commonality. Both of us have lost loved ones and allies during Ragnarök. Do you want to know the worst of it?"

"Humor us," Chun-Li said.

"Given that Sutur ended up destroying Asgard..." Loki got in close, looking straight through the souls of those he was addressing. "Many of your friends, died for nothing."

Sunset's eyes widened in disbelief, hearing those words out of Loki's mouth began to fill her with rage. Many in the room felt similar ire toward the God of Mischief.

"So I guess we're all Kindred Spirits," Loki said. "Sorry you had to lose people for absolutely no reason, but you brought this on yourselves."

Suddenly Dante had sped in with his sword, trying to attack Loki, but it phased right through.

"The hell?" Dante looked around with everyone else, trying to find the real Loki.

"Over here," Loki held up his Tesseract Staff and sent out a large shockwave that not only knocked everyone back, but destroyed many of the portals leading to other worlds.

Ryu was the first to get up and went after Loki, throwing some strikes that Loki managed to block, and kicked Ryu back. Cloud swung at Loki with his Buster Sword but the God was quick to duck and whacked the former SOLDIER away with his staff.

The Turtles attempted to team up on Loki, the God of Mischief leaping away and blasting them with his staff. Using some magic, he encased the feet of several warriors in ice, though one particular fighter leapt up and landed a kick on Loki.

The God brushed it off, glancing at the fighter, "You look familiar."

Cammy got into a battle position, "Time for Round 2, Loki."

She went to strike but Loki was quick to block and dodge. He pulled out a dagger and attempted to strike, but Cammy managed to kick the weapon from his hand.

"Not this time!" She landed a kick across his face and got into position. "Spiral Arrow!" She lunged in with a kick to his chest, stumbling him back again. As she went for a follow up, Loki effortlessly knocked her back with a whack of his hand.

"I think I do remember you, though I am quite certain I extinguished your pitiful life," Loki readied some magic. "This time-"

"Bionic...ARM!" Spencer punched Loki clean across his face using his metal arm. 

"Spinning Bird Kick!" Chun-Li ran over and hit her signature spin kick on the God as well.

"Tatsumaki!" Ken ran over and hit his Hurricane Kick on the God.

Miguel landed nearby, glancing at the fighters, "Geez, do you always shout your attack names?"

"Yeah, it's kind of our thing," Ken said. "Peter does it too."

"I know, it's silly," Miguel said, rushing over and striking Loki hard with his claws, unleashing a fury onto the God of Mischief and ending with a kick that knocked him against some computers.

"Insolent fools!" Loki sent more blasts their way, hitting Chun-Li and Spencer and sending them flying.

"I got this!" Tifa ran over and started her Beat Rush combo, landing a few punches and ending with a somersault kick.

"You!" Loki whacked Tifa in the face and blasted her in the back, sending her flying, though Cloud was quick to catch her.

"Are you alright?" Cloud asked.

"I'm fine," Tifa insisted. Just then Cloud pulled her out the way of another blast, with Barrett readying the gun attached to his hand.

"You're going down you piece of garbage!" Barrett unleashed a barrage that Loki effortlessly blocked with a magical barrier.

"Humans and their pitiful weapons," Loki taunted. Suddenly he took a shot from behind, courtesy of Chris and his handgun.

"You were saying?" Chris taunted.

Loki blasted Chris against a wall, cracking it on impact. He turned to do the same to Barrett, sending the man flying.

As Chun-Li tried to stand, she felt some magic coming her way. "I don't feel hurt anymore." She turned her attention to Jude. "Oh, was that you?"

"Well I am a doctor, and I specialize in healing artes," Jude said. 

"Oh yeah," Chun-Li said. "In hindsight, we could have used a lot of healers during Ragnarök."

"I did my best, but there's only so much mana I can draw from," Jude said. "Especially in an unfamiliar world."

"Don't get too carried away then, focus your energy on fighting if you can, or retreating," Chun-Li said.

"Might be hard, the portals were destroyed," Jude said. "We're stuck here."

"How unfortunate for you," Came an unfamiliar voice. Jude turned around and took a whack across his face, knocking him to the floor.

"Jude!" Chun-Li turned to the assailant, spotting a man in Samurai armor. "Who are you?"

"Call me, The Shredder," the man said, going for another attack that Chun-Li dodged.

"Shredder?" Chun-Li dodged another. "Wait, you're from the same world as Donnie and his brothers!"

"That's right!" Shredder went to strike again, but a sword blocked his claws, courtesy of Leo. "Speaking of whom."

"Shredder! Where the hell did you come from!?" Leo went for a strike that Shredder dodged.

"You should really be careful which portals you leave open," Shredder said. "It was by mere luck that I managed to arrive, before that God destroyed everything."

"Wait, so you're not working for Loki?" Chun-Li asked.

"I work for no one, but I am open to partnerships that benefit me," Shredder said. 

As Loki was fighting a nearby Ryu, the martial artist spotted Shredder nearby. "Who is that Samurai!?"

"Samurai?" Loki turned to face Shredder. "Another hero?"

"Shredder's no hero!" Mikey shouted in disbelief upon seeing Shredder. "He's vile and ruthless! Man the things he can-"

"Can it, bone head!" Raph scolded. "Don't give daddy issues there any ideas!"

Loki grimaced at the nickname, but regardless his curiosity was piqued. "You there! The one called Shredder!"

"Are you addressing me?" Shredder asked.

"If you are a foe to these fools, then consider yourself an ally to me!" Loki said. "Should you be willing to accept my offer!"

"Gladly," Shredder said, readying his claws. "Let us slay our foes."

"Like two of you is going to be enough," Spencer said.

"Actually, there's three!" Came a voice. Emerging from nearby was a Capcom villain, one familiar to a view as he stepped in. "Greetings Capcom, Alastor is back! Tremble before my might!"

An awkward silence filled the room as many were unsure how to respond.

"Alastor?" Viewtiful Joe said. "What are you doing here?"

"Joe! My Greatest rival!" Alastor declared. "Face me!"

"Right, Loki joined with Discord's old group, and he had Alastor," Spencer said.

"That's right, fools!" Alastor prepared for battle. "Now tremble before my-"

"Oh shut up!" Sunset blasted the villain. She then turned her attention to Shredder. "As for you, I suggest you go back to grading cheese if you know what's good for you."

Mikey chuckled to himself, "Wow, good one."

"You have quite a mouth," Shredder aimed his claws. "Show me what you can do."

"Word of warning, Sunset," Donnie said. "Shredder is a powerful foe, he killed our father's Martial Arts master, and he was a very talented man."

"He also once fought Batman to a stalemate," Leo said.

"Batman huh?" Cammy said, getting Shredder's attention. "He's a brilliant fighter, if you can match him in skill, you must be good."

"No man or woman can best me in combat," Shredder said. "I will always reign victorious."

"Oh shut up!" Sunset blasted Shredder, the man withstanding the attack much better than Alastor.

"Not bad, but that was a mistake!" Shredder ran to attack Sunset but Ryu managed to parry his attack.

"Hadouken!" Ryu blasted Shredder and sent him flying back.

"I can take it from here, Ryu-san," Sakura said, gathering Ibuki and Makoto. "Get him girls!"

The three went to triple team Shredder as Alastor began to stand back up.

"I am not losing that easily!" Alastor came face to face with Joe, the boy looking disappointed.

"I'll admit, I kind of hoped you'd turn good by now, you have much more potential as a good guy than a bad guy," Joe said.

"Don't try to trick me!" Alastor went for a punch that Joe blocked.

"What a shame," Joe then engaged Alastor in combat.

Loki continued his own attack, whacking everyone who came at him, from Mega Man, to Rashid, to Trish, to Jill.

Morrigan flew over and blasted Loki with her magic, the woman barely avoiding Loki's attack as Jill took the chance to land a kick to his head. 

Peni ran over with her SP///dr suit and hit Loki with an uppercut that sent him flying.

"This is getting irritating!" Loki blasted all three girls back, but just as he went to continue his assault, he took a Spin Dash attack to his chest, courtesy of Tails.

"Take that you bully!" Tails said.

"You're so cool, Tails!" Roll said.

"Heh, thanks," Tails said bashfully rubbing his nose. "Kind of wish Sonic were here to see-"

The boy then took a blast from Loki, sending him flying. "Don't celebrate too soon you little nuisance."

"Tails!" Sally ran at Loki. "Why you!"

"Begone rodent!" Loki kicked Sally away.

"Loki!" Genis called, readying his own magic. 

"You're that elf boy," Loki said. "The one with the impressive magic."

"Want to see more?" Genis said, readying his mana. "I'm going to personally avenge Rita! Indig-"

Loki effortlessly blasted Genis, sending him crashing through some portal devices. "You have quite a mouth."

"Genis!" Elize ran to check on the boy, ready to use her own healing. "I'm here for you!"

"How sweet...another girl who will die because of you," Loki said as he aimed his staff. He then took a Thunder punch from Viper.

"I've had enough of you!" She delivered a few more blows, but Loki managed to block and knock Viper away. He then took a kick from Strider, knocking him further back.

"You were a fool to come here with such few allies," Strider said. "Which worlds have they gone to now? Your Midgard? My Earth? Perhaps even foolish enough to go to the realm of Superman."

"Believe me, I would never discount Superman's abilities, but he's not unbeatable," Loki said. "But, I'm afraid you're forgetting one world in your little rant."

"The one that homes Equestria, is that correct?" Strider asked.

"Instead of taking worlds down at once, sometimes you weaken one foundation after the other, before everything falls to your mercy," Loki said. He then felt some magic wrapping around him, courtesy of Sunset.

"What are you getting at!?" Sunset asked. Shedder, who had fought off the Street Fighter girls, attempted to attack Sunset from behind, but he took a kick courtesy of Mikey.

"Didn't your mother ever tell you it's not nice to interrupt?" Mikey taunted.

"I tire of your mouth!" Shredder went to attack, the other Turtle Brothers joining in.

"As I was asking, what are you up to!?" Sunset asked.

"I hope you've had one final meaningful get together with your Equestrian friends," Loki taunted. "Because they're all going to die soon."

"...What are you..." Sunset heard more alarms. "What's happening?"

A screen popped up of Equestria, and the various portals that opened across that country and beyond.

Manehattan, Baltimare, Fillydelphia, Las Pegasus and The Crystal Empire, mixed with lands outside such as The Dragon Lair, Kirin Grove, Griffonstone, Mount Aris, Yakyakistan and The Changeling Hive.

"What's happening!?" Ryu asked.

"Armageddon," Loki said. "Perhaps I shall join in too, I do owe my brother a visit." A portal to New Asgard also opened. "Assuming a dear friend of mine is kind enough to leave me a chance to say my own good-byes."

"We need to get there!" Miguel said, trying to activate a portal.

"Try if you wish," Loki blasted Miguel through a wall. "It will all be in vain."

"Loki!" Viper went to attack again but Loki turned and jammed his Tesseract Staff into her chest and blasted, the fatally wounded woman falling to the ground.

"Viper!" Chun-Li called in worry.

"No!" Leon shouted, firing at Loki, the attacks blocked as Leon got hit with ice.

"Fool," Loki said, then took a punch from Sunset.

"You son of a bitch!" Sunset threw some more punches, fury filling her eyes. "How many of my friends are you going to kill!?"

"Begone!" Loki blasted Sunset across the room. "Shredder, Alastor. Let us leave."

"Wait, I'm still fighting!" Alastor said, trying to fend off Joe and now Silvia. The two took a blast from Loki, finishing his fight. "Oh fine."

Loki blasted the Turtles away from Shredder, allowing the man to go free.

"Shredder!" April called from nearby. "If you're here, what about your Foot Ninja?"

"You'll see them again, soon," Shredder said as Loki opened a portal.

"Vomi dear, if you would be so kind as to assist in our escape," Loki said, as the scientist woman emerged from the portal.

"Gladly," Vomi said, readying her magic.

Genis's eyes widened in worry, "It's her! The one who hurt Presea!"

"I wonder if I have time for a snack?" Vomi wondered, shaking it off as she charged her ki. "Maybe later."

She generated a type of energy whip across the room, destroying it in the process as everyone went flying.

"That's enough, save your energy for now," Loki said. "I will need you to help me destroy my brother."

"Very well," Vomi said as the portal closed, allowing the villains to escape.

A good chunk of the heroes were injured by Vomi's attack, but thankfully nothing fatal, a true miracle.

One who was critically injured, thanks to Loki, was Viper, the woman barely hanging on to life.

"Viper?" Leon ran to check on the girl. "Viper, are you with me?" He gently shook her. "Maya, stay with me!"

"Jude!" Chun-Li called, getting the boy's attention. "Can you help Viper?"

"I'll try," Jude checked her injury, trying to cast his magic. "He hit one of her vital organs, I don't think she's going to make it."

"Viper, don't you die on us!" Chun-Li said.

"Please..." Sally made her way over. "Stay alive! You have to!"

"Didn't expect you of all people...to be so worried," Viper said, the woman coughing up some blood. "You've always been soft."

"Viper, don't speak, you gotta live," Leon said. "Think about your daughter, think about Lauren!"

"I'm afraid...mom won't be coming home," Viper said, the woman feeling weaker by the second. "Listen, you have to...put a stop to Loki. Don't let him...he can't win."

"Viper!" Leon shouted. Unfortunately the woman succumbed to her injuries, Leon looking distraught. "Dammit!"

This feeling of loss was felt by everyone present, even those who barely knew Viper only saw a woman who fought bravely to the end. Some took this harder than others.

Chun-Li wiped a tear from her eye, "Why? Dammit, she's always been stubborn, why didn't she fight harder to live?"

"You can't win every fight," Strider said, feeling somber as he respectfully knelt by Viper. "I know we just suffered a loss but this is not a good time to grieve. If we don't act, more will die too."

Sunset angrily punched a nearby wall, "GOD DAMMIT!"

"Whoa!" Chris said.

"That's another one..." Sunset angrily seethed. "Another friend gone because of that bastard! I am done...I'm going to find Loki, and kill him myself!"

"Sunset, you know he's too strong to just fight," Chris said. "You tried just now and still couldn't win."

"You talk like he beat me," Sunset said, anger still in her voice. "Loki didn't beat me, he took a cheap shot and fled like a coward. He knows what I can do, he fears it..."

"Sunset, I know this is difficult, but calm yourself!" Ryu warned. "You know full well what happens when you let your anger take over."

"He deserves it though! Loki deserves to die!" Sunset blasted the ceiling in a fit of rage, startling everyone. "I won't rest until he and his cronies are done!"

"Look, let's focus here," Dante said. "Sunset, we'll find and take out Loki, but we have bigger problems. Equestria is in danger, that includes Peter, his friends and his family."

"All those portals," Chun-Li said in worry. "God only knows what could be happening right now."





Back in Ponyville, several of the Patroller Robots were gathered around the Parker Family home, with Sweetie Belle outside along with her team calling out. "Peter! Emergency! Peter!"

"Huh?" Peter opened the door and got flooded with the Patroller Robots. "What's happening?"

"Trouble, lots of it!" Scootaloo said.

"All over Equestria!" Gabby clarified.

Peter checked the monitors on each robot, spotting villains all across the world, "Oh no..."

In the city of Fillydelphia, Shocker is seen destroying homes alongside Sonata, one using his gauntlets and the other using her Sonic Voice. Cozy Glow stood by watching, munching on some popcorn and relishing in the display.

In the city of Baltimare, The Wizard and Scorpion were seen terrorizing the citizens with their abilities.

In the city of Manehattan, Ultron and Sigma were Demolishing the place while Aria stood around, seemingly bored.

In the Kingdom of the Crystal Empire, Doctor Doom was causing trouble along with Dormammu, Eggman and General Bison. Already Shining Armor was fighting, but he was definitely struggling against these powerful foes.

In Griffonstone, Tron Bonne, Venom and The Prowler were already hard at work in their jobs, either destroying the town or stealing valuables, with only Gilda trying to fight them off.

In The Changeling Hive, Chrysalis was seen leading her own Changelings against Thorax and his guards.

In Mount Aris, Juri along with Wily, Doc Ock, Mysterio, Poison and Rolento were seen causing some havoc against Queen Novo's army.

In Yakyakistan, Kazuya along with Iori, Mature and Vice were terrorizing the Yaks, with Prince Rutheford trying his best to fend them off.

In The Kirin Grove, Adagio led her assault while joined by Mr. Negative.

Three locations in particular had Peter extra worried.

In New Asgard, Tempest Shadow was spotted with Sephiroth, Seifer, Kefka and The Cloud of Darkness battling against Thor.

In The Dragon Lair, Wesker along with Annihilus and Akuma were going against The Dragons, with Ember on the front lines, fending them off.

Lastly, alone in The City of Las Pegasus, The Green Goblin was terrorizing all of the civilians with his Pumpkin Bombs. This sight alone caused trauma for Peter.

"This is terrible!" Twilight said, having joined along with her friends. "It's like all of them came to Equestria at once!"

"Boy, they're really going at it," Rainbow Dash said.

"Dammit, we gotta stop them!" Peter said. 

"Right, first thing's first," Twilight turned to her dragon brother. "Spike, I need you to send a letter to Celestia, she can warn Tony and the other heroes."

"Got it," Spike said, immediately getting to work.

"Geez, it's not even Equestria, almost every city outside of it is screwed," Johnny said.

"They know the ponies are not the only threats," Bobby said. "Dragons, Changelings, Griffons, Kirins, they're all threats too."

"Oh dear, I hope they don't think of Breezie Blossom as a threat," Fluttershy said.

"I doubt Seabreeze or his Breezies have anything to worry about," Logan said. "But let's stop that problem before it becomes one."

"We need instant travel to these places," Peter said.

"I can transport you all there, it might take a bit of magic but I'll get it done," Twilight said.

"Are you sure you can handle it?" Applejack asked.

"I'll be fine, just get ready," Twilight said.

"Twilight, send me to The Crystal Empire," Johnny said. "I can handle Doom."

"Not alone, I'm going with you," Rainbow Dash said.

"You sure babe? Gilda might need you," Johnny said.

''I'm worried about her, but a wife sticks with her husband," Rainbow Dash said. "I'm going with you."

"Me too," Susan offered.

"Hey, let me help too," Scootaloo said. 

"You sure you want to, squirt?" Rainbow Dash asked.

"I can totally handle it," Scootaloo said.

"Gather around then," Twilight began generating her magic. "Please, keep my brother and his family safe."

"You got it, Twi," Johnny reassured.

 Using her magic, Twilight transported the group to the Crystal Empire, where they were to prepare for battle.

"Twilight, I need to go back home," Autumn Blaze said.

"Not alone," Starlight said. "I'll join you."

"Me too," Trixie offered.

"You girls be careful," Twilight urged, using her magic to transport the trio.

"Remy and I can go to Baltimare," Applejack said. 

"It's dangerous," Peter said. "Don't underestimate Scorpion or Wizard."

"We got dis," Remy said, holding up his Ace of Hearts card. "There ain't nothing dat me and mon cherrie Applejack can't do!"

"Alright, I'll send backup when I can," Twilight said, using her magic to teleport her friends to Baltimare.

"I should help my home too," Silverstream said.

"Not without me," Rumble said, then felt a twinge of pain. "Ow..."

"Rumble, you're still hurt, let me go," Silverstream said.

"I can't do that! You're my friend! And my Wing Griff! I have to look after you!" Rumble said.

"Sorry, but as your friend, I have to look after you," Silverstream said. "You're staying here where its safe, I am not letting you risk further injury."

"At least go home and protect Apple Bloom," Gabby said. "We got this covered."

Rumble grumbled in annoyance, then felt Sweetie Belle rubbing his back.

"If you want, I'll go with Silverstream," Sweetie Belle said. "Would that be reassuring?"

"I guess..." Rumble said, turning to leave. "I'll just go home."

"Poor Rumble," Sweetie Belle said, glancing at the boy as he left. A small blush appeared on her face, one she quickly shook off to focus, "Smolder, do you want to come too?"

Smolder was looking between Kirin Grove and The Dragon Lair. Much as she wanted to avenge her brother, she couldn't look away from the Dragons that were suffering. "I have to go to The Dragon Lair. I can't abandon them."

"I totally understand and respect that," Sweetie Belle said. "But...I don't think you should go."

"I have to," Smolder said.

"It's dangerous though, Albert Wesker is there!" Sweetie Belle said. "You have no idea how dangerous he is."

"I can take Wesker," Bobby said. "I'll go with Smolder."

"I can't let you do that Bobby," Sweetie Belle said. "Maybe you can go with Silverstream and I-"

"No!" Serum shouted, his voice hurting Sweetie Belle. "We refuse to go there!"

"Sweetie Belle, what's wrong?" Gabby asked.

"My suit...he doesn't want to go to The Dragon Lair," Sweetie Belle said.

"Makes sense, suits like that are weak to fire, and loud vibrations," Peter said. "The Dragon Lair might not be a good idea."

"Ugh, never mind, guess I'll go to Mount Aris," Sweetie Belle said. "I'll watch over Silverstream."

"And I can go with Smolder," Bobby said.

"We can go," Rarity said.

"I'll go too," Spike said, having just sent the letter.

"I..." Janet turned to the screen showing Ultron. Despite her personal feelings, she couldn't turn away from her husband. "I'll go with you Spike."

"That's plenty to take on Wesker," Bobby said.

"Well, alright, if you're all sure," Twilight said, readying her magic. "Just be careful out there."

"If you see Scott, let him know about Ultron," Janet said. "If anyone can avenge Hank, it's the man who inherited the name of Ant Man."

"I will tell him," Twilight said, using her magic for more teleportation, the girl feeling a little dizzy.

"Are you feeling okay?" Peter asked.

'I'm fine," Twilight reassured. "What about the others?"

"Princess?" Ocellus stepped up. "Please, send me to my Hive. I need to keep my family safe."

"Wait, shouldn't you let Sandbar know first?" Gabby said. "He'll worry if you just leave."

"If I tell him, he's going to want to come," Ocellus said. "I don't want him getting hurt, so I'll just go on my own."

"I'll join ya, kid," Logan offered.

"Not by yourself," Fluttershy said. "Time to put the training that Laura gave me to the test."

"Where is Laura?" Twilight asked. "Isn't she with Rumble's group?"

"She's at the dance studio," Gabby said. "For various reasons."

"Send her our way if she wants to come," Logan said.

"Okay...be careful out there," Twilight teleported the three, again feeling dizzy. "Who's next?"

"If Prince Rutheford needs us, Wade and I should go to Yakyakistan," Pinkie said.

"She is one of the only ponies he fully trusts," Wade clarified. "And I am going with my wife after all."

"Good point, alright be careful out there," Twilight teleported them away. "Who's next?"

"I should go to Griffonstone," Gabby said.

"With who?" Twilight looked around. "There's no one else here. Unless..."

"I would like to see Eddie, but we both know where I'm needed the most," Peter said, looking at one of the robots. "I'm the only one who can stop him."

"What about Gabby?" Twilight asked.

"I can go alone for now," Gabby said. "If more help comes, that's fine, but I need to protect my village."

"And I have to fight Osborn," Peter said.

"...Alright, no point in arguing," Twilight said, readying her magic. "Gabby, you be careful out there."

"I will," Gabby said, the Griffon getting teleported away.

"And Peter," Twilight turned to her husband.

"Don't worry, I'll be-" Peter was interrupted by a very passionate kiss from Twilight, the boy feeling love smitten. "Whoa..."

"You better come back in one piece," Twilight said.

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

"I love you too," Twilight said, teleporting Peter away. She nearly fell over afterwards, but shook it off. "I'm not done yet."

"Twilight?" Aunt May got her attention. "What is happening?"

"Emergency, I need to find more assistance," Twilight ran out the house. "Please watch over Mayday!"

"Okay...?" Aunt May said, the woman worried. "What is going on now?"

From above, Mayday had seen everything, concerned for those she deemed her family, "What's happening?"

"I'm not sure," Franklin said, placing his foreleg around Mayday. "But, I think we'll be fine. Your parents and my mom have it under control. Plus, my dad will find out soon, and he can help."

"I hope you're right, Frankie," Mayday said, the girl still feeling down.

"Hey, where's your pretty smile?" Franklin lifted Mayday's chin to make eye contact. "You know how much I love your pretty smile."

Within seconds, Mayday was smiling, a blush following right afterwards, "Am I really that pretty?"

Franklin gave Mayday a quick but affectionate kiss, "You're beautiful."

Mayday's face turned even redder as she hid it behind her hooves, "You're way too forward!"

"Sorry, but mom told me to always tell the truth," Franklin said. "And I could never lie to the prettiest face in the multiverse."

"Ugh, you're doing this on purpose now! Stop being so kind and sweet!" Mayday said, still keeping her face hidden.

"When you stop being adorable," Franklin teased. "Which is scientifically impossible."

"Ugh! How dare you use science against me!" Mayday glared right at Franklin. "Ooooh, you're so lucky you're cute!"

"Aw, I love your little pout, girls sure are cute when they're mad," Franklin said.

Mayday got in his face, "I'm this close to being adorable, pal!"

Franklin snuck in another quick kiss, getting a blush from Mayday. "Got ya."

"You dirty cheat," Mayday turned away in annoyance. 

"You adorable filly," Franklin teased again.

"...I hate you," Mayday said.

"No you don't," Franklin replied.

"Yeah, I don't, and I hate it," Mayday said. "How did a freak like me get such a charming boy?"

Franklin raised his eyebrow, "You're not a freak."

"Sure I am, I'm way too closed off from others and I don't like talking to anyone," Mayday said. "In this world, that makes you a freak. But it's fine, everyone says I'm fine the way I am. If I'm a freak, so be it."

Franklin furrowed his brow as he glared out a window leading to the outside world, "Stupid bunch of bullies. You don't deserve heroes protecting you."

"Frankie?" Mayday said, noticing his change in demeanor.

"Mayday," Franklin turned to the girl. "No matter what anyone says, you will always be special to me. To me, you're not a freak, you're a wonderful girl. You're not lucky to have me, I'm lucky to have you."

"Uh..." Mayday wasn't sure how to reply. "Thanks, I guess."

"Don't stop being you Mayday," Franklin pleaded. "That's the girl I fell for after all."

"Sure...I won't," Mayday said. 

Franklin pulled her into a hug, keeping her close to him. While Mayday was confused, she earnestly returned the hug, worried that something was bothering her boyfriend.

"Just do what mommy does, boys love it when girls they like coddle them," Mayday affectionately rubbed Franklin's head. "It seems to help daddy after all, and if I want to marry Frankie one day, I have to be kind and caring like mommy is to daddy. He is already protective of me like daddy is to mommy, so now I have to fulfill my part in this relationship."





Outside, Twilight is frantically running around with the Patroller Robots, looking for assistance. "I need some assistance if anyone wants to offer! It's an emergency!" She passed by the dancing school, recalling something. "Laura!" 

Twilight peaked inside and found Laura, surprisingly flirting with the local dancer, Tender Taps.

"So, when are you going to show me your special dance?" Laura teased.

"Uh...special dance?" Tender Taps nervously said.

"Laura!" Twilight called, much to the girl's annoyance.

"I'm busy, Sugar Queen!" Laura said.

"Laura, there's trouble," Twilight said, getting her attention. "Logan and Fluttershy had to go to The Changeling Hive. Chrysalis is back!"

"Whoa really?" Laura asked. She turned her attention to Tender Taps. "Sorry handsome, our date is going to have to wait."

"Did you say a...d-date!?" Tender Taps nervously asked. 

"Alright Sugar Queen, tell me where to go," Laura said.

"I can teleport you," Twilight said. "Also, isn't the Sugar Queen thing getting old by this point?"

"Not really," Laura said.

Twilight furrowed her brow, "Fine, whatever, just go!" With a flash, she teleported Laura, then focused her attention on Tender Taps. "Hey, she's not making unwanted advances toward you, is she?"

"No, of course not, I think she's really cute," Tender Taps admitted, the boy blushing a bit. "I do want to date her, but I'm not good with stuff like that. The closest I had was Diamond Tiara at the last Gala, and that was pure luck."

"Oh, sorry to hear," Twilight said.

"I get nervous so easily, just the thought of messing up on my date is t-t-t-terrifying!" Tender Taps admitted. "What if I'm not good enough?"

"If Laura is flirting with you, it means she already likes you, so being yourself is clearly enough," Twilight reassured. "Just make sure she really does love you, and it's not pure sexual desire on her behalf."

"...Wow, I didn't even consider that last one..." Tender Taps said. "Gee, I want a steady girlfriend, not just a quick fling."

"You'll get there," Twilight said, then remembered the Patroller Robots. "Oh geez, what am I doing? There's an emergency! I have to find everyone else!"

"If you're looking for more muscle, I think I saw Mr. Wagner near the Friendship Center," Tender Taps said. "Lightning Dust and Thunderlane went to take their daughter to the park to fly around a bit. I think Sugar Belle is in town visiting the Apples, she might have her friends too."

"Would you mind coming with me? I could use an extra pair of eyes," Twilight said.

"Of course, Princess," Tender Taps said. "Lead the way."





At The Crystal Empire, Doom is seen blasting all those who came after him, none of the Crystal Guards standing a chance against his power.

"Fools, as if they could best Doom," the Latverian Ruler continued blasting everyone, leaving many guards injured or worse.

"I hoped they could put up more of a fight," Dormammu blasted a whole array of guards. "But I suppose ponies are merely no different than humans, some just know pitiful magic and flight capabilities."

“Not a bad place though, could use a little redesign however,” Eggman said.

"I've conquered this Kingdom alongside Wesker before," Bison said. "Doing so again will be all too easy."

"Do not forget that we require the Crystal Heart," Doom said.

"We'll take it on the way out," Bison said. "The Crystal Heart has magic that keeps the hazardous blizzard out of this Kingdom."

"Halt!" Shining Armor ran over and blasted at the trio.

"This fool again," Doom blasted Shining Armor, the stallion putting up a shield at the last moment.

"He's just as weak to us as he was years ago," Bison taunted.

"I am not losing my Kingdom again!" Shining Armor charged through but Doom flew in and parried Shining Armor's magical shield and blasted him with Arcane powers.

"Do not waste Doom's time," the villain blasted Shining Armor again.

"Shining Armor!" Cadance called in worry.

"Mommy?" Flurry got her attention. "What's happening?"

"Stay with Sunburst, dear," Cadance turned to the Unicorn in question. "Keep my daughter safe."

"I will," Sunburst reassured.

Cadance extended her wings and flew to attack. "This for my Kingdom!"

"Burn to Cinder," Dormammu charged his magic and sent a massive fire blast. "CHAOTIC FLAME!"

Cadance put up a shield but was still blasted back by Dormammu's power, the mare sent flying into the castle.

"Incredible power," Bison said as Flash Sentry tried sneaking up from behind.

"Take this, villain!" Flash tried to impale Bison but he immediately turned around and broke off the tip of the spear, then grabbed what's left to whack Flash Sentry in the face, effortlessly defeating him.

"Moron," Bison insulted. "Hardly worth my Psycho Power."

"Hiya!" Rainbow Dash flew in and kicked Bison in the face, sending him flying. "How about that!?"

"What just happened?" Dormammu asked, then found himself encased in a forcefield and aggressively thrown through a home.

"Yikes, I hope this place is insured," Susan worried.

Doom took note of the woman, "Susan?"

"Victor!" Susan shouted.

“I got her!” Eggman said. He was about to attack when fire blasted his Egg Mobile.

Doom was almost surprised, but that quickly faded when he saw Johnny coming into view, the hero with a smug grin, "Yo Doom, long time no see."

"Figures you'd be here," Doom said, looking around. "Where is Richards?"

"Not here, but don't worry, he won't keep you waiting," Johnny said.

"He can take his time, I'd rather not see that smug face of his," Doom said. "Better yet, I hope he comes soon, so I may have the pleasure of doing away with him myself!"

"What are you planning Victor?" Susan asked as Scootaloo walked up, glaring at the being.

"I am simply fulfilling my destiny," Doom said. "As you should know, it is my destiny to rule. Once I believed it was my world, but in time I came to realize that one is simply not enough for me."

"Right, because you need an entire multiverse to contain your ego," Johnny said.

"Quiet you simpleton," Doom ordered. "What I do is not out of malice. The world, nay, the multiverse can only find true peace under my rule."

"That why you and some of your buddies destroyed New York?" Johnny asked. "Do you know how many people died because of you? People like James Rhodes?"

"Unfortunately, sacrifices must be made," Doom said. 

"Sorry dude," Johnny powered up. "That's not your call to make!"

Doom readied himself as Johnny clashed against him, the two battling it out mid-air with Doom gaining the upper hand and knocking Johnny aside.

Rainbow Dash flew over to kick Doom, but she too took an attack that sent her clear across the Empire.

Susan wrapped Doom around her forcefield and slammed him down, the villains simply standing up and brushing himself off.

"Truth be told, Susan, I do not wish to fight you," Doom said.

"Well that's too bad, because I want to get rid of you!" Susan generated a forcefield disc and flung it at Doom just as he blocked it, continuing this process until she got a decent hit.

Doom attempted to blast Susan but she put up a forcefield and used it as an offense to send him flying.

Suddenly Dormammu came in with his magic and tried to blast Susan, the woman putting up her forcefield to protect herself.

"Yo! Flame head!" Johnny blasted Dormammu from behind, the Dread Lord of Dark using magic to send Johnny crashing through a house.

Rainbow Dash went to fight but Bison had intercepted her. "Psycho Crusher!"

The villain knocked Rainbow Dash aside, sending her flying to the ground. He pursued her but Rainbow Dash blocked and punched Bison, with Scootaloo running in for a kick to his head, leaving him open for a double uppercut.

“Just what I need, more blue nuisances,” Eggman tried to attack the two with missiles, Rainbow Dash barely dodging.

“Gonna take you down for Sonic’s sake!” Rainbow  Dash said, attacking Eggman again.

Bison rubbed his chin, grinning in curiosity, "You're stronger than you look. But that will not be enough to stop me!"

As he engaged the two, Susan battled Dormammu, using her forcefield as gloves, she flew in on a disc and delivered some blows to Dormammu, hoping to deal some damage but he instead blasted her off her disc.

Shining Armor ran over and used magical spears to attack Dormammu, the Prince then avoiding a blast that the sinister creature created.

"You have no chance against me," Dormammu continued his destruction, raining down magical blasts all across The Crystal Empire. 

Doom returned, sending out Arcane blasts toward his foes, trying to catch each of them off guard. Johnny flew in to attack but Doom had blocked and hit a powerful uppercut that knocked Johnny aside.

Cadance flew up and blasted Doom from behind, serving to irritate him, "You dare!?" He then blasted her through some homes, then readied his magic again and rained down on the Empire, continuing his sinister plan.





All the while this was happening, trouble arose in The Kirin Grove. Martin Li was using his abilities to manipulate the Kirin against one another, much to Adagio's entertainment, and advantage.

"Man, so many of these creatures have a lot of issues," Adagio said, absorbing the negativity. "Makes for a great feast."

"It was easy too, Kirins are fascinating creatures," Martin Li said. "I've heard of them in Chinese Mythology, to think they could actually exist. Though I should not be surprised."

"Soon they won't though, we're going to absolutely destroy this place," Adagio said.

"No!" Rain Shine called as she dragged herself over. "I will not allow such a thing!"

"Oh check it out, one left," Adagio said. 

"Shall I?" Martin Li asked.

"No, I got this one," Adagio sinisterly trotted toward Rain Shine. "Imagine the grief they'll feel once their leader bites the dust!"

Just as Adagio went to attack, a shield was placed between her and Rain Shine. Adagio turned to see Starlight with her shield, the mare joined by Trixie and Autumn Blaze.

"Well, what do we have here?" Starlight asked. "Another Kirin? Wait, I know you, I saw you in Ponyville."

"I remember you too, the Siren who mind controlled Princess Twilight, and hurt my friends, including Peter," Autumn Blaze said.

"Peter? You mean Peter Parker?" Adagio asked.

"The one and only," Autumn Blaze said, then turned to Martin Li. "And I know you too. You were there helping those Sirens. You were also there when The Pony of Shadows tried to destroy Ponyville, you mind controlled him!"

"I did not mind control him, I merely made him feel what was already there," Martin Li said. "I do remember you attacking me, which was at the time, a violation of the law, correct?"

"Don't try that on me," Autumn Blaze said. "You were the one causing trouble, I just wanted to protect my best friend."

"Why are you here, anyway?" Trixie asked. "Got bored of ponies and decided to torture Kirins?"

"I have my reasons," Martin Li said.

"Oh, would they be similar to the reasons you tried to take over Ponyville?" Starlight asked. "I still haven't forgotten your attempt to mind control me."

"You were too easy to control, you have your own struggles," Martin Li taunted.

"Honestly, maybe you're right, I do have some anger issues," Starlight said, readying her horn. "And nothing angers me more than creeps like you who hurt my friends, and innocent creatures!"

Autumn Blaze powered into a Nirik, ready to fight. "I won't let you torture my fellow Kirins!"

"Come at us then," Adagio taunted, running in to clash with Autumn Blaze while Starlight and Trixie went after Mr. Negative with magic blasts.

"Kirins, attack!" Martin Li ordered, sending the Negative Kirins after the two.

"I've dealt with your Negativity control before!" Trixie said, avoiding the attacking Kirins. "I can do it again!"

"Try to go easy on them, but if you can knock them out of this spell, all the better!" Starlight said, using her magic carefully.

"It'll be fine, we just need to get to the top boss!" Trixie said, fighting through.

"You have no chance against me," Martin Li said as he raised his strength. "You will fall to my power."





All the while this was happening, Silverstream and Sweetie Belle arrived in Mount Aris, spotting what looked like an army of villains going after the guards led by Silverstream's father, Sky Beak. But something seemed strange.

"Wait, why do a lot of them look the same?" Sweetie Belle asked, seeing clones of Juri, Mysterio, Doc Ock, Poison and Rolento.

"Did they clone themselves?" Silverstream saw some of the guards fighting but their attacks phased through the villains.

"No, these are illusions!" Sweetie Belle said.

"Right you are, cutie..." came the voice of Juri, the woman joined by her allies.

"Who are you?" Silverstream asked. "Why are you attacking my home?"

"Name's Juri," the woman said. "I take it you're another Hippogriff from this town."

"Yeah, I was born here, this is my aunt's Kingdom," Silverstream said.

"Oh, how nice, well sorry to tell you kid but, we're taking over," Juri said.

"I don't think so," Sweetie Belle said, stepping into the line of the villains' sight.

"Curious," Mysterio said. "If I'm not mistaken, that appears to be a symbiote suit."

‘Oh yeah, how did she get something like that?” Wily asked.

"You can thank your pal Eddie, he left part of it behind when you invaded the Marvel vs Capcom Tournament," Sweetie Belle said. "Now it's to my advantage."

"It matters little," Doc Ock said. "It's not enough to defeat us."

"You, I think I know you," Sweetie Belle said. "Old guy with metal tentacles, you're Doctor Octopus!"

Doc Ock looked a bit annoyed, "I don't appreciate being called 'old', but I am Doctor Octopus. I take it Spider-Man has told me about you."

"He sure has," Sweetie Belle said, then turned to another villain. "You I remember, you're Mysterio. You attacked Ponyville twice a few years ago. Once with more of Peter's villains, and again when that creature Annihilus showed up."

"I remember those all too well," Mysterio said. "I will have my revenge soon."

"Not while we're standing! Get them!" Silversteam and Sweetie Belle went to attack, but all five villains dodged and blended into the background.

"Good luck finding us," Poison taunted.

"You little soldiers are not ready for the big fight," Rolento taunted.

"For that, you're going to die here," Juri said, appearing briefly to attack, kicking Silverstream into Sweetie Belle. "This will be fun."

Silverstream stood up in annoyance, "Well this will be trouble."

"Sis!" Terramar called. He attempted to fly over but Doc Ock grabbed him with a tentacle. 

"Begone, boy," Doc Ock flung Terramar away, much to Silverstream's irritation.

"No one does that to my brother, charge!" Silverstream ran into a fight.

Sweetie Belle wanted to assist but Juri blocked her path, "Am I real? Or an illusion."

"Be careful," Serum warned.

"I got this," Sweetie Belle used her magic to generate power wide enough to blast away what looked like several clones in an instant, leaving the real Juri revealed. "You're mine!"

Sweetie Belle went to engage in combat with Juri, the woman quick to block Sweetie Belle's strikes.

"Wow, you're better than you look," Juri side stepped and kicked Sweetie Belle aside. "But you're still clearly a rookie."

"I'm a fast learner," Sweetie Belle said, using her symbiote to attack as Juri leapt out the way and tried to attack some more, the two girls seemingly in a stalemate.

"It's pretty hard for a rookie to show me satisfaction, but you definitely have some potential!" Juri kicked Sweetie Belle back. "Come on, really rock my world, cutie."

"Geez, are you flirting with me?" Sweetie Belle stood up. "What is it with Capcom villains being total creeps? First Vega, now you."

"Ugh, really don't appreciate being compared to that narcissist," Juri said, sinisterly grinning at Sweetie Belle. "Especially when I'm much more of a prize."

Rolento went to sneak attack Sweetie Belle, but her symbiote whacked him away, "You're barely a step up."

"You talk a big game, try to back it up!" Juri continued her assault as Sweetie Belle played more on the defensive side, trying to find an opening.

"She's fast, but I won't let that stop me!" Sweetie Belle managed to blast Juri in the face and hit an uppercut. "Got you!"

"Lucky strike, try again!" Juri said, continuing her clash.





At the Changeling Hive, Logan ran up to Chrysalis with Fluttershy and Ocellus right beside him.

"Halt, who goes there!?" Pharnyx shouted.

"Chrysalis!" Logan said, paying little mind to Pharnyx.

The former Queen stepped into view, sinisterly eyeing her new opponents. "Well, what a surprise. A hero, a pony, and another of my Changelings."

"I am not one of yours, I refuse to be associated with someone like you," Ocellus said. "Peter Parker liberated me from that torment, and now I will liberate my fellow Changelings from you!"

"My, bold words," Chrysalis said. "Tell me, which one are you exactly?"

"Ocellus," the girl said.

"Ocellus, I think I remember you," Chrysalis said. "You were a shy one, just like Thorax here."

Ocellus looked over to the new King, feeling worried for him as she glared at Chrysalis. "You hurt him! You hurt all of them!"

"Seems like you've found your voice, I will say that I have seen potential in you," Chrysalis said. "You could have been one of my top Changelings, but I suppose that's all gone."

"I'm never serving you," Ocellus said. "I'd rather die."

"That can be arranged," Chrysalis said, stepping forward.

Logan stood in her path, both claws out, "Don't take another step."

"Seeing you here is a pleasant surprise, my ally will be pleased," Chrysalis said.

"What ally?" Logan asked.

"Logan! Above you!" Fluttershy called.

Logan detected a new scent and immediately held his claws up to block an oncoming sword strike, courtesy of Vergil.

"Impressive reflexes," Vergil commended as he leapt back. "As to be expected from the legendary Wolverine."

"Where did you come from!?" Logan demanded.

"I think you know," Vergil said. "After all, you heard about my presence, no doubt you spoke to that other Spider-Man, the fool who believes himself to be a real fighter."

"Tough talk," Logan said, aiming his claws. "Still, I am kind of glad yer here, I've been itching fer another shot at ya."

"As have I," Vergil said, then took notice of the nearby mare. "Fluttershy, you look as magnificent as ever. Your elegant radiance is always a welcome sight to these eyes."

"Uh...thanks?" Fluttershy said.

Ocellus turned to the mare, "Is he hitting on you or something?"

"I think he had a crush on me once, guess he still does," Fluttershy said.

"Back away from my wife bub, she's mine," Logan warned.

"Yes, what a waste!" Vergil said, he then clashed with Logan, sword and claw colliding. "A brute like you does not know how to handle a woman like that."

"What the hell would you know!?" Logan parried Vergil's sword, going for a strike that the Half-Demon blocked.

"Just another neanderthal, no different from any human!" Vergil went for more strikes. "Seeing you has made me more grateful that I cast away my humanity!"

"The hell does that mean!?" Logan clashed again with Vergil.

"You need not know the details!" Vergil and Logan continued attacking one another.

"Logan!" Fluttershy went to help but Chrysalis blocked her path.

"Going somewhere?"

Suddenly she took a kick to her face, courtesy of Laura, "Back off, Queen Bitch!"

"Laura?" Fluttershy asked.

"Hey shy, Twilight sent me," Laura said. 

"You..." Chrysalis said, gesturing to Laura. "Changelings, destroy her!"

"Yeah, bring it on, suckers!" Laura said, clashing with her foes.

"Oh dear..." Fluttershy got into a stance with Ocellus. "Get ready to fight."

"I will," Ocellus said, the two battling away the Changelings.





In Yakyakistan, Wade was engaged in battle against Iori, the Orochi used tried to land a blow on the Merc with a Mouth.

"So, you're not a Capcom guy, right?" Wade dodged the strikes. "You look similar, but I feel like you have a different style."

"Enough of your blabber!" Iori went for a few more strikes, though he was not faring well.

"Man, you kind of suck, or maybe you're not used to being a pony," Wade said, dodging. "It's fine, I suppose I could take it easy, out of pity. It'd be boring to kick your ass too quickly."

Suddenly Kazuya came in and connected with a kick to Wade's face, knocking him over. "He's just trying to throw you off. Don't let him."

"I won't," Iori said.

"Oh, another guy huh?" Wade got up and into battle position, "Okay, bring it-"

Kazuya delivered a strong punch to Wade's stomach, then connected with his signature double uppercut attack. Electric Wind God Fist.

Wade got up, rubbing his chin and glaring at Kazuya, "Okay, you're much stronger than you look. Now-" Kazuya went for another strike, which Wade blocked. "Will you stop doing that!?" He parried Kazuya and threw a punch to his jaw. "CHIMICHANGA!"

Now it was Kazuya's turn to rub his jaw, "Very good." He and Deadpool quicky clashed with Iori assisting.

All the while, Pinkie was fending off Vice and Mature, keeping the two away from Prince Rutheford.

"You ladies look like the partying type, are you the partying type?" Pinkie asked, trying to distract them out of fighting.

"We like to party after we win," Mature said.

"Which means doing away with you," Vice said.

"Okay, I tried," Pinkie Pie grabbed her party cannon. "Bring it on!"





In Baltimare, Wizard is seen trying to fend off Remy and Applejack, the two relentlessly going after the Frightful Four member.

"What a pain!" Wizard sent some blasts but Remy tossed a card at one of his gauntlets, knocking it out of commission for the moment.

"Keep it up!" Applejack said as they ran through town.

Scorpion tried to attack but Remy was quick to whack him in the face with his staff while Applejack buck kicked him.

"That all ya got!?" Applejack asked.

Suddenly a bunch of electricity began gathering in one place as storm clouds appeared from up above, with several Patroller Bots losing power from below.

"What in Tarnation?" Applejack asked.

Gusts of wind formed where the electricity was as surges of blue lightning began sprouting all over the place.

Within seconds, a figure appeared, a figure of pure electricity, one that sinisterly glared at the heroes. "Light's out, Equestria."

"Electro!? Well ain't dis a surprise," Remy said.

Electro flew into the air and rained down electric strikes across the city, with Applejack and Remy doing their best to stay out of the way, the two taking cover behind a bench.

"Looks like more of Peter's enemies are here, that's gonna be trouble," Applejack said.

"It's fine, we got dis," Remy said.

"You two seem 'shocked' to see me!" Electro sinisterly joked, floating over the two. "How's about I add a little more 'spark' to your day?"

"Deal us out," Remy said, flinging more explosive cards as he and Applejack made a run for it.

"Get them!" Electro ordered as he and his allies continued to attack.

"This ain't your best hour ponies!" Scorpion taunted.

"Your world will be ours," Wizard said.

"That's a warning we'll give to ya...Free of Charge!" Electro sent one final strike, while missing his targets, still took out a large section of the city.

"Those electric jokes are getting old already," Scorpion said.

"Oh shut up, Mac," Electro snapped.





Off in the Dragon Lair, many of the creatures had suffered injuries courtesy of Wesker and his allies. The villainous man had used his speed to avoid dragon fire and his strength to knock several of them out.

Some strikes proved to be quite fatal too.

Akuma generated some power and unleashed a devastating Gohadouken to a group of dragons coming after him, the man looking unsatisfied. "I expected dragons to put up more of a fight!"

"Yeah, these are kind of weak," Annihilus said, knocking a few out.

"I suppose it makes our job easier, gentlemen," Wesker said. "We just need to find the Scepter."

"You'll never have it!" Ember warned, holding it in her claws. "This belongs to me and my family!"

"Kindly take a hike, will ya?" Former Dragon Lord Torch said, towering above everyone.

"At least that one looks strong," Annihilus said.

"Just get that scepter, by any means," Wesker said. Suddenly he took an ice blast from behind, alerting everyone to the oncoming heroes.

"Yo Albert, didn't anyone tell you it ain't nice to take things that don't belong to you?" Bobby taunted, the hero joined by Rarity, Spike, Janet and Smolder appeared nearby.

"More have come," Annihilus said. "Some of them do seem familiar."

"You wrecked Ponyville with Mysterio a few years ago," Spike said.

"Ah yes, I do remember some of you," Annihilus said. "Shame, I would have preferred to go against The Human Torch, and pay him and that wife of his back their kindness."

"Sorry, Johnny prioritized Doctor Doom over you," Bobby said.

"Hardly a surprise," Wesker said. "But what of Peter? Has he not come?"

"I think he's more interested in going after Norman Osborn," Janet said. "You're bad Wesker, but you're nothing compared to The Green Goblin."

"Oh my, I think you may have hurt my feelings," Wesker mocked. 

"Hey, honestly I would love to kill Ultron, but I'm here with Spike to protect his fellow dragons," Janet said.

"We'll make short work of these guys, and go after Ultron later," Spike said.

"You honestly believe you can win so easily?" Akuma asked. "Who do you have? Two puny dragons, a frail unicorn, a pathetic looking hero, and the weakest and most foolish member of The X-Men."

"You may have an argument with the foolish part," Bobby said. "But I sure as hell ain't the weakest link in the X-Men."

"Then show me!" Akuma got into a stance. "Show me why you believe yourself worthy of my presence!"

"I suppose all of us should do what we came to do," Wesker said, sinisterly tilting his sunglasses. "Fight..."

"For the dragons!" Spike rushed to attack Wesker but he got kicked aside. Janet was quick to shrink and blasted him with her little stingers, while Bobby got another shot to knock Wesker down a hill.

Akuma rushed at Bobby and engaged him in a fight, the hero using his ice that Akuma blasted through and continued to attack.

Rarity and Smolder attacked with magic and fire, trying to leave a dent in Annihilus, but he proved to be durable. Just as he went to attack, Rarity used her powers to fire gems out of the ground, distracting Annihilus long enough for her to pick up a rock and slam it against him.

"How do you like that, you ruffian!?" Rarity taunted.

Annihilus flew in to kick the unicorn away, then took a fire blast from Smolder. He then grabbed her by the neck and aggressively threw her through a rock formation.

Torch took the chance to send his own fire, but Annihilus flew through it and punched the former leader, knocking him off balance and went for another attack to knock him over.

As Torch fell, Ember took note of the situation. "Father!" As she went to help, Janet got knocked by her, Ember turning to see Wesker now unleashing his attacks on Spike.

The dragon tried to fight back, but Wesker effortlessly blitzed around and struck blow after blow, ending with a kick that knocked Spike through some stalagmites.

"Die!" Ember went to attack with her Trident, but suddenly Wesker disappeared right before her eyes. "Huh, where did he...?"

"Do I frighten you?" Wesker said, having just appeared behind Ember. She tried to attack but he ducked and punched her hard enough to send her through some rocks, causing her to drop her trident.

Wesker picked it up, aggressively throwing it at the head on an oncoming dragon, killing it instantly. "Weak fools."

Bobby brought the fight to Akuma, landing a few blows and knocking the villain back. "Still think I'm weak!?"

He went for another punch, one that Akuma blocked, "No, just arrogant!" Akuma kicked Bobby back, charging his Messatsu Gohadou Agyo attack, sending various purple fireballs at Bobby, with he blocked with his ice.

"This guy's not screwing around," At the end of the attack, Akuma had seemingly teleported beside Bobby, landing a punch to his kidney, causing Bobby to keel over in pain. "Holy Jesus that hurt."

"No divine power will save you from me," Akuma said, continuing his attack.





At Las Pegasus, Peter frantically swung through the streets, following the path of destruction left by his most hated foe.

"How many ponies are dead because of you, Osborn?" Peter swung until he found his arch nemesis on his patent glider.

"I don't know about all of you, but I'm having a blast!" Goblin threw his Pumpkin Bomb, destroying part of the building. 

Between the explosions and the buildings falling, many ponies began to perish, at the hooves of this diabolical villain. Peter had enough.

"Osborn!"

The man turned to face his rival, "Peter...what a nice surprise."

"All these years Osborn," Peter said. "All these years, and you haven't changed a bit, have you!?"

"Of course I've changed, my boy," Goblin taunted. "I have more hooves than the last time we met!"

"Oh real funny," Peter said. "Everything's been a big joke to you, including innocent lives. If not humans, than ponies!"

"What difference does it make if a few ponies die?" Gobin taunted. "Not like they matter in the grand scheme of things."

"They have families, just like you did!" Peter shouted. "Haven't you wondered what happened to your son!?"

"Harry?" Osborn's internal voice said.

"Shut it, Norman..." Goblin taunted, then focused on Peter. "Sorry, you must have me mistaken for someone who cares!"

"So that's it? Norman Osborn is long gone?" Peter asked. "Guess I'll have to speak to The Green Goblin then. And I don't think I'll be speaking with my words. You may have a new form, but I see you're up to the same old tricks."

"The more things change..." Goblin tossed a bomb aside, destroying another building. "The more they stay the same."

Peter leapt up at Goblin, who immediately moved and threw some razors at his rival. Peter blocked with his webbing and sent another that Goblin barely dodged.

"Nice reflexes!" Goblin threw a bomb at Peter that the hero kicked into air to safely explode as he hit the ground. "Catch me if you can!"

Goblin flew off on his glider as Peter swung after him, doing his best to not merely deflect any of the Pumpkin Bombs, but ensure they're out of harm's way for any survivors.

After getting close enough, Peter latched onto Goblin's glider, attempting to pull him off balance.

"Hey, play nice!" Goblin threw more razors that Peter barely dodged, the boy taking some cuts as he pulled the glider down successfully, causing Goblin to fall as Peter aggressively lunged it at his foe, knocking him through a cart.

Goblin tried to stand but Peter was quick to rush in and punch his enemy hard in the face, knocking him around a bit before kicking him into a light post.

Goblin coughed up a little blood, the villain smirking a bit. "Not bad, not bad at all.'

Goblin then grabbed the light post and whacked Peter, sending him through a window. Goblin threw more bombs that Peter was quick to web and ran out to fling them into the air. 

Peter then turned to Goblin and changed his webbing setting into an impact web, aggressively hitting Goblin and sticking him against a wall.

"Got you now!" Peter sped over and began punching Goblin hard, each blow getting more and more aggressive until he was punched through a building of a casino.

Goblin scrambled back and started tossing tables at Peter, the boy deflecting and even returning the favor, trying to stumble Goblin. 

As Peter got close, Goblin attempted to slash him with some claws, the boy barely dodging as the villain grabbed some more bombs. "All bets are off!"

He sent them off in Peter's face, sending him flying back outside, crashing against a fountain. Peter slowly tried standing up, stepping out of the water. He then took a punch from Goblin, sending him across the street, the boy feeling some soreness.

"Don't tell me you're done, I still have more fight left in me," Goblin said, readying a bomb. "Did this last year of peace really throw you off that much? What a shame."

Just as he was about to attack again, he took a baton whack from someone skateboarding by. Seconds later, he took a whack from a billy rod, then a punch from a mare.

Goblin landed near two men, one doing a quick martial arts punch and the other doing a power punch that sent Goblin through a window.

Peter looked up and saw some allies, "Night Thrasher? Daredevil?" He spotted more. "Jessica Jones? Iron Fist? Luke Cage?"

"Hey Spidey, how's it going?" Luke asked.

"Damn, Green Goblin put you through hell," Jones said.

"That's how it usually goes," Peter said.

"Don't worry, you're not fighting alone," Matt reassured.

"You got us," Dwayne said.

"How did you get here?" Peter asked.

"Twilight, her actions really helped," Luke said.





True to Twilight's word, various heroes appeared across Equestria.

Reed Richards and Ben Grimm arrived at The Crystal Empire, to confront the villains present there.

"Victor!" Reed called, his foe answering.

"Richards..." Doom was very displeased, but oddly satisfied. "Today, you will perish."

At the Changeling Hive, just as Vergil went for another strike against Logan, he was blocked by a new ally.

"Nightcrawler?" Logan said.

Kurt had appeared and fended off Vergil, glaring at the demon. "That's enough."

"Another Changeling?" Vergil asked.

"You may call me Nightcrawler, I consider myself a servant to his Almighty Grace," Kurt said.

"His Almighty Grace?" Vergil asked.

"I am normally a man of God, as such I do not prefer violence," Kurt aimed his sword. "But I do not take kindly to anyone who would hurt my friends! If you do not surrender, I will not be held responsible for what happens to you!"

"You expect me to fear you because you work for God?" Vergil asked. "God abandoned me the moment he decided that I, a demon, would be cursed with a human mother."

Kurt angrily clenched his teeth, memories of his own mother flashing through his mind, "To say such a thing." Fury took form in Kurt's eyes. "Even if God were to forgive you, do not expect such a courtesy from me!"

The two immediately clashed, Kurt tossing aside his pacifism for the sake of battle.





In Griffonstone, as Tron was having her Servbots rob everyone and everything, and Prowler was fighting Gilda, Venom had a few Griffons cornered.

"Please, not my stuff, anything but my stuff!" a Griffon said, many of them huddled in fear, some close to one another, others far apart.

"This place is kind of a drag, also many of you are irritatingly selfish," Venom said. "Heroes actually protected this place?"

Gabby flew in front of them, ready to fight. "I'm not letting you hurt any innocent Griffons! You'll have to get through me to hurt my friends!"

"Kid, these birds aren't exactly showing you much gratitude," Venom said. "That old guy is clenching his vase as if it's more valuable than his life."

"I love this vase!" Grandpa Gruff said.

"In fact, if we recall, one of them even hoped not to have to pay you for your services," Venom said. 

"They did seem more concerned with their belongings than each other," Prowler said mid-fight. "That's just selfish."

"I know they aren't always friendly," Gabby said, glancing back at the unfriendly faces. "But I can't just abandon them. If I learned one thing from Peter, is that even if people are mean, you still have to do the right thing."

"Wow, getting hero lessons from Spider-Man? No wonder you suck," Venom said. "He tainted your mind."

"You take that back!" Gabby went to attack but Venom knocked her aside.

"Anyone else?" Venom asked. He then took a kick from behind, glaring immediately at his attacker.

"Sup?" Lightning Dust greeted, the mare joined by Thunderlane.

"Do we know you?" Venom asked.

"Hey! I remember you two!" Tron shouted from nearby. "That guy with the goofy mohawk tried fighting me years ago!"

"My mohawk isn't goofy!" Thunderlane defensively shouted.

"You also hate Spider-Man if I recall," Tron said.

"Really!?" Venom said, almost excited.

"I did, but then I realized, he's a great dude, so now I fight for him," Thunderlane said.

"Oh...that's a bummer," Venom said. "Guess you're not that smart. Your hairstyle gives it away of course."

"It's not dumb," Thunderlane again shouted. "It's cool. My brother thinks so, and so does my girlfriend and my daughter!"

"It's true, I like it," Lightning Dust said. "I got a sexy looking boyfriend."

"Oh God," Prowler kicked Gilda away. "If you came to fight, just do it. Don't freaking flirt. I bet that guy sucks at it."

"No I don't!" Thunderlane said. "I bet I can do better than you."

"Tch, I got moves that you would never think up," Prowler said.

"Uh-huh, sure," Thunderlane said.

"Still, who's this other one?" Venom asked, gesturing to the teal mare.

"Her name's Lightning Dust, a coward who betrayed us for Spider-Man years ago," Tron said.

"Another dumb one?" Venom asked.

"The only thing dumb was siding with Wesker, I'm just glad Peter gave me another chance," Lightning Dust said.

"Didn't he break your wing though?" Tron asked.

"Hey who told you, I mean...accidents happen," Lightning Dust said.

"He broke your wing? And you still went for him?" Venom asked. "There's a name for girls like you."

"And there's a name for assholes like you who hurt others," Lightning Dust said, then kicked Venom in the face. "A dumbass villain!"

"Get her!" Tron ordered as the Servbots went to attack.

"Bring it, bitches!" Lightning Dust taunted.





In Manehattan, while Ultron and Sigma were destroying things, Aria noticed an oncoming Tony, joined by Kate Bishop and Scott Lang.

"I'm a little nervous, Mr. Stark," Kate whispered.

"Just stick with me, I'll help you through this," Tony reassured.

"Ultron! Sigma!" Aria called. "We have guests!"

Ultron glared at Tony, "If it isn't Iron Man. I see you brought that girl too, the one with Hawkeye."

"You hurt him, don't think I'm letting that slide!" Kate shouted.

"You shouldn't have come, you're still a rookie," Ultron said. "But I suppose you will die eventually, so you came to speed up the process."

"Yeah, no one's dying today," Tony said.

"I'm surprised you're here, Tony Stark," Sigma said. "Last I heard, you retired."

"More like, he quit like a coward," Ultron said.

Tony grumbled in annoyance, "Maybe I did run from my problems, but I'm here now. You're both going to regret what you did to New York, and Rhodey."

"And my friends," Kate said.

"And...my predecessor," Scott said, getting Ultron's attention.

"That suit...wait, I know you," Ultron said. "You're Scott Lang, my father's successor."

"You don't get to call him that, after what you did!" Scott shouted. "What you did to Hank, I will never forgive you! I am going to kill you myself!"

"By all means, I would love to see you try," Ultron said. "Try and fail, just like he did."

"Bastard!" Scott went to attack Ultron while Tony went after Sigma.

Kate was faced with Aria, the girl aiming her bow and arrow, "You look easy enough so-"

Aria let off a loud wail, hurting Kate's ears and then kicking her aside. "Still think I look easy?"

"Ow...this is gonna suck," Kate lamented.





Off at Fillydelphia, Shocker and Sonata came face to face with Jubilee, Kitty and Hisako.

What really got their attention was the sight of Cozy Glow, the young girl curious by the sight of Jubilee.

"Wow, so they sent you, huh?" Cozy Glow asked.

"I am so disappointed in you, Cozy Glow," Jubilee said.

"Join the club," Cozy Glow said. "Not like I need you anymore, I have real friends now."

"So, you don't care about Sandbar then?" Jubilee asked, Cozy Glow wincing at the name. "All he is to you is a mere memory?"

"Don't you talk to me about him..." Cozy Glow warned. 

"You really hurt him, you hurt all of them," Jubilee said. "Do you even care?"

"Hey lay off," Sonata warned. "Keep that up and I'll blast you to hell myself."

"You had a year to find and help this girl, but you screwed around too much," Shocker said. "Don't pretend to sympathize with her now just because she's a potential threat to you."

"You're both going to regret corrupting her," Kitty said.

"We didn't do anything!" Shocker shouted.

"You did this to her! All of you!" Sonata said. "You don't get to say she hurt you when you've done much worse!"

"You have the nerve to tell me that I hurt Sandbar?" Cozy Glow asked. "I loved him, he meant everything to me! Now he's gone from my life...because of you! Because of ALL OF YOU!"

"You know what, Sonata, just blast them to hell," Shocker said, aiming his gauntlets. "They deserve it."

"Gladly!" Sonata said, readying her abilities and attacking with her allies.





In the Kirin Grove, Martin is still fighting Trixie and Starlight, leaving Adagio to Autumn Blaze. But she seemed to be struggling.

"It's over for you," Adagio said, then saw a portal open. "Huh?"

From the portal was Miles Morales, who swung in and kicked Adagio in the face, "Am I late to this party?"

"Who are you?" Martin Li asked. "Wait, you're that other Spider-Man!"

"Oh, the imposter?" Adagio asked.

"Imposter? I'm the real deal here!" Miles said. "I earned the name Spider-Man in my home."

"Prove it," Martin Li said, ready to fight.

"Alright, bring it on!" Miles said, going in to attack.





In Yakyakistan, both Wade and Pinkie Pie were down, courtesy of Kazuya and Team Yagami. 

"I know you have more than that," Kazuya taunted, then heard a portal opening. 

Emerging was the unofficial spy of Princess Celestia, all the way from her base in Klugetown. Felicia Hardy, and the woman was already unhappy.

"That stupid princess sent me to a snowy region!?" Felicia shouted.

"Do not fret my dear," Doctor Hooves said from beside her. "You were not sent alone."

"...Destroy them," Kazuya ordered.

"I hope they're more fun," Iori said, going to attack.





In Mount Aris, Bon Bon had arrived with Taskmaster, the two looking ready for a fight.

"Geez, this place is nuts," Taskmaster said. "Looks like Mysterio is making full use of his illusions."

"Let's get into action," Bon Bon said, going to join the fight.





Secretly joining them was Rumble, the boy having snuck over by luck. "Managed to get teleported too, placing my hoof on Taskmaster's shield at the last second really helped. Now, to find Silverstream, and save my friends. I will regain my honor!"

At Baltimare, while Electro was attacking, Remy did his best to fend him off, but with much difficulty.

"This guy is hard to bring down," Applejack said.

"We got each other," Remy said. "We can do it."

"And you'll be more successful with friends," Came a voice. Appearing nearby were Sugar Belle, joined by Double Diamond, Party Favor and Night Glider. "I'm here for you, Remy."

"That's my favorite apprentice," Remy said. "You ready to deal in?"

"Bring it," Double Diamond said as he and his friends faced off against the villainous trio.

"More of you? Don't matter, take'em out!" Electro said as the villains went to attack again.

"For Equestria!" Sugar Belle and Remy did a teamwork blast of magic and kinetic energy.





Lastly Gwen appeared in the Dragon Lair, the girl taking a look around, "A volcano? Seriously? Oh well." Rarity was seen getting thrown nearby, Gwen spotting Annihilus. "Wow he's ugly as hell."

"Did another bug come to get squashed?" Annihilus asked.

"Spiders don't count as bugs," Gwen said. "Bugs, or insects, have six legs. Spiders, or Arachnids, have eight."

"Either way, you will perish here," Annihilus went to attack but Gwen dodged and kicked the monster back.

"I don't think so," Gwen turned around and took a punch from an oncoming Wesker.

"Good to see you again," Wesker taunted.

Gwen rubbed her face in annoyance, "Ugh, you're that creep from a year ago. You're not escaping this time!"

"If you believe you can be triumphant," Wesker took his shades off briefly to buff them, "Then do try your best."

"Gladly!" Gwen said, going to attack.





Back in Las Pegasus, Peter seemed relieved for a moment. "That's good, I'm glad Twilight was able to pull it off."

"Got that right," Dwayne said. "With our teamwork, we got this in the bag! There ain’t a damn thing-"

"Watch out!" Jones ran in to kick a bomb away from Dwayne, saving him just before disaster struck.

"Quick girl you are!" Goblin flew in with his newly acquired glider, Luke stopping his progress to a halt.

"You ain't winning this one Osborn!" Luke taunted.

"That so?" Goblin went for a punch that Luke blocked.

"That the best you-" Suddenly Luke came face to face with another bomb, one that Goblin exploded right in front of his face, both men flying back.

"Luke!" Jones shouted in worry.

"Shit, is he crazy!?" Dwayne asked.

"Is that a serious question?" Peter replied, then found more bombs raining down.

"Enjoy the fireworks!" Goblin shouted, throwing bombs and destroying the roads.

"Don't let him cause too much damage!" Peter warned. 

"Time for Las Pegasus...to fall!" Goblin threw more bombs, causing destruction around the city.

Buildings began falling as pipelines began to burst. The amount of bombs caused a massive explosion that took out part of the city.

Peter looked on in terror, recalling the last time the city was in danger, and how it was his own fault it happened. The day Captain Celaeno's ship crashed here, ending the lives of many ponies, and causing trouble with The Accords. "No!"

"Looks like the damage is done," Goblin said. "I could go, or..."

Goblin hopped off his glider and aimed it at Peter, speeding in after the boy with blades on his glider.

"Peter! Watch out!" Iron Fist knocked Peter out of the way and took the brunt of the glider attack, the hero crashing into a building.

"DANNY!" Luke ran to the edge of the rubble just as the building collapsed on top of Iron Fist. Luke couldn't believe his eyes. "No..."

Goblin took off on a spare glider, "Until next time, Spider-Man!"

Peter looked on in a state of horror. The city was destroyed, there were fires everywhere. To make matters worse, a fellow hero had taken a bad hit, and Peter didn't even know if he was still alive.

"No..." Peter fell to his knees. "I failed."

This would not be the only failure unfortunately.





At Mount Aris, Sky Beak was giving orders to his daughter as more foes came, this time it being members of the Mad Gear Gang. "Things are getting worse by the second, I need you to find your brother and leave."

"Huh? Dad you can't be serious!" Silverstream said.

"I am serious young lady," Sky Beak said. "This City's being overtaken. We need to-"

"Uncle!" Skystar called. "Uncle, mom's in danger!"

"She's what!?" Sky Beak called.

"What's wrong with Aunt Novo!?" Silverstream called, unaware of the oncoming Juri.

"Watch out!" Rumble called.

"Rumble?" Silverstream was rescued when Rumble pulled her away. "Got you!"

"Oooh, fast little fellow huh?" Juri teased.

"I can go even-" Rumble keeled over in pain. "Dammit!"

"Rumble!" Silverstream went to check on her friend.

"Looks like I still get the pretty Hippogriff," Juri sinisterly approached the two.

"Get away from my daughter!" Sky Beak tried to attack with his spear, but Juri managed to catch it and pull the spear away to toss it through Skybeak's chest.

"DADDY!" Silverstream shouted in despair as her father fell lifeless to the floor. "DAD! NO!" Angrily Silverstream turned to Juri, "You...you killed my father!"

Juri looked a little bothered by what happened, but the woman shrugged it off. "It was him or me, I did what I had to do. If you want I can send you to see him."

Silverstream went to attack but Juri stepped aside and effortlessly kicked her.

"Juri!" Mysterio called, holding the Pearl of Transformation. "I have it, let us go!"

"Fine..." Juri said, making her leave. "Let's find Rolento, Poison and Octavious."

The illusions disappeared, leaving the other heroes confused, especially Sweetie Belle who thought she was engaged in battle with Poison.

"Where'd she go?" Sweetie Belle asked. "Stupid illusions!"

"Let's bail!" Juri left with the others, leaving the heroes to wallow in their failure.

"They got away..." Rumble lamented, then felt more pain. "Ow!"

"Rumble!" Silverstream checked on the boy. "Don't you die on me too!"

Distraught as Skystar was about her uncle, she had one concern on her mind, "My mom!"

"Kid, take me to your mother," Taskmaster said, joining Skystar.

Sweetie Belle plopped down in defeat, "This did not go well." She glanced at Rumble, curious as to why he was here. But she could tell from the look in his eyes that he had a lot of regrets.

All across more regrets occurred. 





While Iron Man and his team fended off the villains, most of Manehattan was obliterated. Tony's first concern being to check on Coco Pommel, and hope she was alright.

Miles, Starlight, Trixie and Autumn Blaze got rid of Adagio and Martin Li, but Kirin Grove was a wreck, many homes on fire, and some lost to their world.

Jubilee and her friends drove off Shocker, Sonata and Cozy Glow. Rather the three lost interest and left. They had no major goal, they only had destruction in mind, and got it. Jubilee in particular regretted a lot that happened with Cozy, and worried if the words that the villains said were true.





Baltimare seemed to be looking up for the heroes. While Sugar Belle had Electro distracted, Remy was able to find a secret pipeline full of water.

"Electro seems to have taken note of where all the pipelines were, so he was able to avoid water attacks," Remy said. "But, only Apples know about this spot. Mon cherrie, you and your family saved the day."

Remy used his powers to set the water free, blasting and weakening Electro. "What the hell?"

"Take this!" Sugar Belle blasted the villain off, the girl feeling relieved. "Take that! Jerk!"

The other villains left, figuring their time was done. This outing was a little more successful for the heroes, as Remy managed to keep most of the city safe. 

Applejack was happy to know things turned out well, the mare glancing at her husband in pride, "You did it, Remy."





Some success happened in Yakyakistan too. Kazuya and Team Yagami continued fighting their foes, seemingly at a stalemate, when Kazuya called it off.

"We're done."

"Huh?" Pinkie asked.

"Done? How?" Mature asked.

"We have nothing to gain from continuing," Kazuya said. "We already know we can beat these yaks, and we gaged the abilities of these fools. I will not be wasting any more of my time. Let's go."

"...Fine," Iori said.

Everyone began to leave, much to Wade's annoyance, "Sure, go ahead and just call off our big epic fight! Jerk!"





In Griffonstone, Thunderlane and Lightning Dust managed to drive off the villains, the two looking proud of themselves.

While the town was seemingly safe, Tron was satisfied, as she found what she was looking for. In her clutches was the Idol of Boreas.

"Wesker's going to be so proud of me," Tron commented as she left.





At the Changeling Hive, Chrysalis was knocked against her old throne, courtesy of Laura. Doing so chipped off a piece, to which she was grateful.

"Vergil, call it off!" Chrysalis said.

"Why!?" Vergil kicked away Logan. "I'm not done here!"

"Well I am! Changelings, with me!" Chrysalis said.

"Wait!" Vergil kicked away Kurt, still frustrated at Chrysalis. "Irritating bug woman."

Many of the Changelings tried to stop him, but he easily cut through them, leaving many injured or dead as he continued on through.

Logan looked irritated, having seemingly lost the fight. "Damn..."





The Crystal Empire faced its losses too. The castle had been destroyed in the fight after Dormammu generated enough power to obliterate it, nearly killing Shining Armor in the process.

As much as Doom wished to continue battling the Fantastic Four, he knew he had to leave the moment the blizzard kicked in, for Bison had stolen the Crystal Heart.

"We have what we need," Bison said, making his leave with the villains.

Doom turned to the heroes, "I suggest you worry less about us, and more about this blizzard."

"We're not done with you!" Reed did a stretch punch that Doom blocked, and blasted his opponent. 

Doom generated enough Power and sent out a massive blast of attacks. "PHOTON ARRAY!"

Eggman assisted with various missile attacks to further keep the heroes back.

With this distraction, the villains were able to leave the heroes, each of them feeling useless and defeated as the blizzard kicked in.

"Crap, this thing moves fast," Johnny began to heat up. "But, it's also no match for me."





Lastly in the Dragon Lair, despite Gwen's help, or rather, due to her later arrival, the villains had managed to overwhelm the lair. Many of the dragons were killed in battle, and Wesker had just defeated Ember and stole her Scepter.

"Be grateful that I choose not to end your life," Wesker said, then dodged an attack from Torch. "But, I cannot say the same for all you dragons."

"Hurting my daughter will cost you your life!" Torch shouted.

"Doubtful," Wesker zipped around and kicked the giant in the face. He wasn't alone, as Akuma and Annihilus helped however they could.

Akuma fired a massive Gohadouken while Annhilus fired a beam, both attacks knocking Dragon Lord Torch over.

Wesker chipped away at a giant stone from an obsidian hilltop and once it was weak enough, he kicked it off the ledge, causing it to tumble.

Ember slowly stood up, seeing what was happening and who it was happening to. "No! FATHER!"

Torch tried to get up, but the stone had fallen on top of him, crushing the dragon's bones, and ending his life.

"DAD! NO!" Ember cried out in misery.

An injured Bobby tried standing, looking just as disappointed. "No..."

Wesker landed far from the others. "It would appear my time here is done. Bid you all farewell."

With that, Wesker had escaped, much to Bobby's frustration.

"I'll get you for this Wesker! You ain't done with me!" Bobby shouted, keeling over in pain. "Gonna get Akuma too...and that damn giant bug!"

Gwen looked disappointed, her plan to help everyone failed, all she could do was mope.





The last major locations for the villains were marked. 

Thor continued fending off Tempest and the Square villains. He punched Kefka through a wall and sent the Cloud of Darkness flying with a blast.

Seifer tried to sneak up on him but he took a whack from Thor’s backfist. Thor then blasted Sephiroth through a pair of doors.

“He’s much stronger than I gave him credit for,” Sephiroth admitted, then noticed some friends. “Finally here, are you?”

Tempest was worried, Thor was absolutely no joke, and she had some regrets coming here. Fortunately she would be receiving assistance.

Thor was prepared to protect Asgard with his life, but came into more trouble. The King would behold the sigh of his brother Loki, who was joined by Vomi and Shredder.

"Greetings, brother," Loki said.

"Loki..." Thor readied his powers, preparing to fight his final breath.





In Canterlot, Celestia looked on in concern, feeling like destruction was foreboding. "Twilight..."

High up above however, Goku Black and Zamasu looked ready to unleash their part of the plan.

"Are you ready, my comrade?" Black asked, generating his ki.

"To the dawning of a new era," Zamasu said, readying his own ki.

Celestia looked up to see a light, almost too late as it rained down on Canterlot, the destruction of her town following as the two beings in the air relished this chance.

Equestria was falling, and for the first time in a long time, the heroes were at a disadvantage.