//------------------------------//
// Armageddon Begins Part II: Struggling Against the Odds 
// Story: Spiders and Magic: Ultimate Showdown 
// by Masterob 
//------------------------------//

Having returned to her home, Twilight rested on her couch, feeling completely worn out. She wasn't alone, as Tender Taps was still with her, keeping a close eye on the Princess of Friendship.

"Can I get you anything, Princess Twilight?" Tender Taps asked.

"Just 'Twilight' is fine," Twilight insisted. "And maybe some water, if you don't mind that is."

"Sure," Tender Taps quickly ran to get Twilight what she needed.

The mare was clearly exhausted, but she had no time to rest for long. Once she could, she'd figure out a way to reunite with her friends, or even find some more allies.

"So many villains attacking at once, I don't think I've ever seen anything like this in all these years," Twilight commented. Despite her exhaustion, she mustered up a bit of magic to survey the various cities. "I hope the situation has died down a bit."

From what she could see, many of the cities were absolutely devastated by the invasion. It was painful to see just how much damage had been done. From within Equestria and beyond, places were being destroyed, and all-out war was being waged.

"This is terrible...how could so much damage be done in such a short amount of time?" Twilight wondered. "What are these villains after!?"

"Twilight!" Tender Taps called, getting her attention. He trotted over with a glass. "I got you some water."

"Thanks dear," Twilight said, taking it and chugging it down. "That helped."

"What's going on anyway?" Tender Taps asked. "Why were you going all over town like that? I know it has to do with villains but what exactly?"

"They seem to be striking different parts of Equestria," Twilight explained. "Even beyond given that places like Mount Aris and The Kirin Grove are in danger too."

"What's going to happen to us?" Tender Taps asked.

"With any luck, we should be able to push those forces back," Twilight said. "But, these villains clearly came prepared. It seems like they've been planning this for years."

"Why Equestria though?" Tender Taps asked.

"I'm not sure, maybe it's our magic," Twilight said. "Or maybe, it's because they just want to get rid of the heroes, including my husband."

"Good thing Spider-Mane is strong, right?" Tender Taps asked. "If anyone can stop those villains, it's him! He always saves the day, doesn't he?"

"That's how it usually goes, and with any luck, it's the same story," Twilight said, the mare feeling somber. "Still, I can't help but worry."

From upstairs, Mayday could see and hear the ongoing drama, the filly worried about the safety of her father and his friends. Franklin took her hoof gently in his, hoping to keep her as calm as possible.

"Daddy will win, won't he?" Mayday asked.

"Of course, especially with my Family there to help," Franklin said.

"Yeah, and Justice always prevails, doesn't it?" Mayday asked.

"Exactly, we'll be fine," Franklin insisted, the boy feeling nervous himself. "It should be fine, heroes always win. It's how it always is...but why am I still so worried?"





In their headquarters, the villains had made a quick reunion, having already done their damage, and collected their spoils.

"Status report," Doom ordered. "Inform me of your progress!"

"Juri here," The woman said, standing beside Mysterio, Wily, Doc Ock, Poison and Rolento. "My team was a success. We took the fight to Mount Aris and weakened their forces quite a bit. I even took out the Captain of their Royal Guard."

"You killed Silverstream's father?" Cozy Glow asked.

"He attacked me first, I merely went into defense mode," Juri said. "If he surrendered, he'd be alive. But he didn't, now his army is in disarray."

"And in the process," Mysterio pulled out an orb. "Here we have the Pearl of Transformation."

"My, that's quite the prize you have there," Wesker said. "I trust this means you were also able to fend off any heroes with little trouble?"

"They didn't send any heavy hitters," Juri said. "At first, only two heroes showed up. One of them was the Captain's Daughter, who according to Cozy Glow, is named Silverstream."

"First Hippogriff in the Wonderbolts," Cozy Glow said. "But not the most talented member. She's average at best."

"Sure fought like she's average," Juri said. "The other was a girl I think you all know."

"She referred to herself as Sweetie Belle," Mysterio said.

"Sweetie Belle?" Vergil tapped his chin. "I remember, she was but a filly when we met her. She was also Vega's little pet."

"Ugh, that's creepy," Juri said. "Did anything happen between them?"

"I thought something did happen one night," Shocker said. "Vega said he hadn't gone anywhere near her, and to his credit, he was off in town, looking for an actual mare to spend the night with. I have no idea what I heard."

"Let's not think about it," Electro said, shuddering to himself. "Good thing he ain't here now, he'd treat Cozy Glow as his new pet."

"He'd do what now?" Cozy Glow asked in disgust.

"Oh hell no," Sonata held the girl close. 

"Wesker, remind me what you saw in this man's capabilities?" Doom asked.

"I admit, he is a bit of a skirt chaser," Wesker said. "But his skills were top notch."

"Not to mention, he came with Bison," Vergil said, gesturing to the man.

"If he gets the job done, I do not care what he does in his personal time," Bison said. 

"Perhaps it is wise to move on," Dormammu said. "The one called Vega is not here, and as such, is irrelevant to us."

"There is something else you should know," Juri said. "Sweetie Belle has a piece of the symbiote on her."

"She what!?" Venom asked. "How?"

"Not sure, she said a piece fell off of you and latched onto her," Juri said. "Now she's using it to fight."

"So I wasn't seeing things in Ponyville," Martin Li commented.

"Wait, if you thought you saw it, why didn't you tell us?" Venom asked.

"It slipped my mind," Martin Li said. "It matters little, I doubt a little girl could use that power efficiently."

"That's not what we're worried about though," Venom said. "We'd hate to know what vile emotions are tainting that suit."

"Vile emotions?" Sonata asked.

"Given what we're hearing regarding Vega, we're a little concerned what could be going on with that side of the suit!" Venom said. 

"This Vega nonsense better not come back to haunt us," Vergil lamented.

"Moving along, did you encounter anyone else?" Wesker asked.

"We saw Taskmaster," Doc Ock said. "He is fighting for Equestria."

"Traitor," Electro commented.

"To be fair, Masters goes with whoever pays him more," Shocker reminded. "But, he is good at what he does, we need to watch our backs."

"There was also that Pegasus as well," Poison said. "He had a smooth, black mane, but some difficulty flying."

"Wonder if it's that kid that tried fighting us in Ponyville?" Adagio asked. "Still, the heroes must have been spread thin if they sent an injured boy our way."

"Details aside, we utterly decimated Mount Aris and have obtained their greatest treasure," Wily said. "I do believe that puts us in a great advantage in this war. With the Pearl's power, we can achieve greatness. The magnitude of our potential is almost impossible to calculate."

"Right you are, Doctor Wily," Wesker said. "This marks a great first step."

"What of you, Wesker?" Doom asked. "How was your trip to the Dragon Lair?"

"A marvelous success, the dragons proved to be quite useless against the combined might of myself, Akuma and Annihilus," Wesker confirmed.

"They were not worthy challengers," Akuma said.

"The dragons themselves were indeed weak, including the Dragon Lord and her father," Wesker said. "I personally dealt with the latter, he won't be a problem again."

"No way, you killed Dragon Lord Torch?" Cozy asked. "He's huge!"

"Size hardly matters to a being of my caliber," Wesker said, then pulled something up. "Not to mention, I have the Scepter."

"Impressive work," Doom said. "Any opposition?"

"Iceman arrived with his wife," Wesker said. "He brought another Dragon, one I believe is associated with Twilight Sparkle."

"That'd be Spike," Cozy Glow said. "Twilight's Number One assistant. And kind of a little brother to her."

"Yes, and I believe he brought The Wasp," Wesker said.

"So that's where Janet was," Ultron commented. "I was a bit disappointed when she didn't come to face me. Instead I had to deal with that false Ant Man."

"You had your own troubles?" Doom asked.

"I would hardly call it that," Ultron said. "Sigma and myself were destroying the city of Manehattan, quite interesting that the ponies would have a landmark similar to Earth."

"Lot's of places in Equestria are like that," Cozy Glow said.

"I personally felt right at home in Manehattan," Martin Li said.

"I did have fun destroying the Manhattan of Earth, doing it twice was a greater joy," Ultron said. "Perhaps I shall do it a third time. Or a fourth. The multiverse offers those possibilities."

"Honestly, I'm not sure how I feel about you destroying my hometown," Shocker said. "Some of my favorite burger joints were there."

"I had some cafes I liked going to, myself," Electro said.

"I must admit, I do worry about what I have left behind as well," Martin Li admitted. 

"Are you having second thoughts?" Doom asked.

Martin Li shook his head, "No, I'm already in deep. Besides, I can always start anew. I've done so before."

"Just keep away from my Manhattan, I still have some unfinished business there that I don't want you screwing up," Prowler warned.

"I make no promises," Ultron said.

"I can make you keep that promise!" Prowler threatened.

"Let us not fall apart now," Wesker urged. "Ultron, you have no benefit in destroying the Manhattan of Prowler's Dimension. Leave it be."

"Very well then," Ultron said.

"Prowler, make sure you attend to your unfinished business, because I cannot guarantee the safety of that city," Wesker said.

"Yeah, yeah," Prowler replied.

"Was anyone else in Manehattan?" Cozy Glow asked.

"Iron Man was there," Sigma said. "He has officially come out of retirement."

"It is hardly a surprise that he would show himself again," Doom said.

"Some other girl was there, an archer of some kind," Aria said.

"Likely Hawkeye's apprentice," Ultron said. "She was a member of The Young Avengers, but most if not all of them have been wiped out."

"Poor rookies," Shocker said.

"Honestly, if I recall, they were quite poor at their jobs, and had a sense of entitlement, and self-righteousness," Martin Li said. "This may be a humbling experience for those who survive."

"If they even survive for long," Vergil said.

"What of you, Vergil?" Bison asked. "Did you and Chrysalis have success at The Changeling Hive?" 

"We did," Vergil said. "I managed to dispose of their forces, and held off the power of Wolverine and Nightcrawler on my own."

"I managed to get a piece of my throne," Chrysalis said, showing it off. "Despite attempts from Fluttershy and my old kin Ocellus, I was able to get what I needed to help fend off Equestrian Magic."

"Bunch of weaklings, my brother has done a poor job as a ruler," Pharynx said.

"I can't believe Ocellus was there, she's usually so shy," Cozy Glow said.

"I thought so too, but she is just as defiant," Chrysalis said.

"It matters not," Doom said. "Electro, what of your team?"

"Gargan, Wizard and I did do damage to Balitmare," Electro said. "But then Gambit showed up with his wife, and four random ponies to mess things up."

"It didn't go so well for us," Scorpion admitted.

"That is disappointing to hear," Doom said, in a tone that worried Scorpion. "I expect all of you to pull your weight, if you cannot-"

"It won't happen again!" Scorpion insisted. "They just got lucky, that's all."

"Electro would have won, but it seems as though Gambit knew more about the town than he did," Wizard said.

"He found some waterline that I didn't take into account when we invaded the city," Electro said. "Gambit's one sneaky bastard."

"He is quite cunning," Bison said. "Magneto himself had commented on his skills. He proved to be a valuable asset to the X-Men time and time again."

"I'll be sure to pay him back for that soon," Electro said.

"I still can't believe you messed up," Tron taunted, much to Electro's chagrin. "Meanwhile, myself, Venom and Prowler managed to get the one-up on Griffonstone."

"Those Griffons weren't strong, even with those two Pegasus Ponies helping," Prowler said.

"Yeah, including that traitor Lightning Dust," Tron said. "We take her in, and she sides with Spider-Man?"

"Probably wanted to stay on his good side after getting brutalized by him," Venom said.

"It sucks too, Lightning Dust was cool to be around, she actually got us," Shocker said. "She's a pony screwed over by the system, just like I got screwed over on Earth. Like many of us have."

"I felt kind of bad too, imagine taking a hot-air balloon and going out into a Pegasus training area, and complaining you got hurt," Cozy Glow said.

"People are stupid," Electro said. "Ponies too."

"Yet she still sided with them?" Venom asked. 

"Hey, in that world, if you don't side with the right people, you get screwed over," Cozy Glow said. "The whole Friendship is Magic thing is one big illusion. There's no acceptance, only judgment. And if you're different, like Spider-Man's daughter, then you get screwed over."

"I still fail to see how we're the villains here," Electro said. "A lot of these so-called innocents aren't innocent at all."

"Indeed, they are merely self-righteous fools," Wesker said. "With heroes as their personal shields."

"Some of them don't even respect Peter, yet he just goes along with it like a fool," Cozy Glow said.

"Peter Parker is the type of guy to do that," Venom said. "He acts nice but deep down, he's just as selfish as the next person. We know better than anyone what type of person he is."

"Well, all that aside, I also got this," Tron showed off her treasure. "The Idol of Boreas!"

"Wow, you managed to obtain it, well done," Wesker said.

Tron squealed in excitement, "Really!?" She quickly realized how she was acting and was quick to recompose herself. "I mean...what did you expect? I am the Servbot Queen after all."

"Kiss up..." Vergil muttered.

"Kazuya, what of you?" Doom asked.

"The town myself along with Team Yagami had gone to was a waste of my time," Kazuya said. "The Yaks did not put up a decent fight at all, and the closest we got was some ninja and his pink pony wife."

"Sounds like Deadpool and Pinkie Pie," Cozy Glow said.

"Then later, some cat lady and a pony with strange gadgets showed up to fight too," Iori said.

"One of them might have been Doctor Hooves," Cozy Glow said. "I don't think I know the other, maybe Felicia Hardy?"

"Felicia Hardy? You mean Black Cat?" Shocker asked. "I honestly forgot she was even in Equestria."

"She had on a skintight black suit, a black mask covering her face and fought with agile reflexes," Kazuya said. 

"Yup, sounds like Black Cat," Shocker said. "I never quite understood her relationship with Spider-Man."

"From what I heard, it used to be romantic," Cozy Glow said.

"There was definitely something going on between those two," Venom said. "Spider-Man always goes easy on her, regardless of how many homes she breaks into."

"Sounds like what my nephew would call a 'simp'," Prowler said.

"Moving along," Doom turned his attention to Martin Li. "What of your progress, Mr. Negative?"

"Adagio and myself struck the Kirin Grove quite well, but our progress was thwarted due to the arrival of another Kirin, one associated with Peter Parker," Martin Li said.

"I bet that was Autumn Blaze, she's Peter's best friend from Kirin Grove," Cozy Glow said.

"She was joined by two other Unicorns, a blue one with a wizard hat, and a light purple one with a purple mane," Martin Li said. "The latter I once had under my control, but she broke free out of her own free will. It was almost admirable."

"Sounds like Trixie and Starlight Glimmer," Cozy Glow said.

"Starlight Glimmer?" Wesker asked. "I do recall her, though I also expected her to be with Loki."

"She was, but she ended up ditching Loki for Spider-Man," Shocker said.

"Speaking of Loki, where is he?" Cozy Glow asked while looking around. "I don't see him."

"If you're looking for Loki," a nearby Vomi said, speaking up. "He is in New Asgard at the moment."

"Where'd you come from?" Aria asked.

"I've been nearby, I just had nothing of importance to say," Vomi said, the woman adjusting her glasses. "I am quite impressed with how most of you handled yourselves out there. Even against admirable foes."

"It was hardly a challenge," Vergil said "Still, you mentioned Loki being in New Asgard. I take it that he brought Tempest Shadow along with Sephiroth and his allies?"

"Yes, he also made a new friend who refers to himself as 'The Shredder'," Vomi explained.

"A new ally?" Doom asked. "From which dimension does he hail from?"

"I do not know the name, but he is a foe of that group of mutated Turtles that Wesker mentioned," Vomi said.

"Interesting turn of events," Wesker said.

"Nevertheless, he has weakened the warriors of Capcom, along with a few friends," Vomi said. "It should be enough to slow them down."

"Sounds like an advantage for us," Aria said.

"By the way, I saw another Spider-Man at the Kirin Grove," Adagio said. "He had a black suit."

"He must be the one Juri and I have encountered," Vergil said.

"That reminds me, I also saw Gwen Stacy at the Dragon Lair," Wesker said. "Peter certainly has quite a few Spider Friends."

"More for us to crush," Akuma said, clenching his fists for emphasis.

"They shall be dealt with," Doom said. "Shocker, what of you?"

"Nothing major to report," Shocker said. "Sonata and I leveled Fillydelphia."

"Then Jubilee showed up with some friends," Cozy Glow lamented. "She had the nerve to make me seem like the bad guy here when the Princesses were the ones who locked me away in Tartarus."

"Still can't believe that even happened," Venom said.

"Don't worry, soon they'll regret messing with us," Sonata said.

"That's everyone, correct?" Bison asked. "Because I would like to share what myself along with Doctor Doom, Doctor Eggman and Dormammu have recovered from The Crystal Empire."

"Ta-dah!" Eggman showed off the empire's prized possession. "Behold, The Crystal Heart!"

"Impressive," Wesker said. "So you've managed to gain a hold of it."

"The ponies of The Crystal Empire were pitifully weak," Dormammu said. "Even with assistance from The Fantastic Four and that Rainbow Pony, they were no match for any of us."

"My only regret is not finishing off Richards when I had the chance," Doom said. "But perhaps, I will be generous enough to show him the vision that I have plotted for the future of the multiverse."

"Sounds exciting!" Cozy Glow said. "Soon, the multiverse will be-"

"Ahem!" Came Goblin's voice. "You didn't forget about me, my valued allies, did you?"

"Oh yeah, you went off on your own," Sonata said. "To Las Pegasus, right?"

"Glad you remembered dear," Goblin said. "And boy was it great to be back out there. With all the chaos, destruction, the screaming and terrified ponies. It was almost as fun as my time in New York. Good to have a nice change in scenery."

"Sounds to me like you had a marvelous time, Norman," Wesker said.

"Quite so, especially when Spider-Man showed up," Goblin said. "The way we fought, all the damage that was done, the terror in his eyes as I slowly began to destroy the world he's come to love. It's been ten years since we last fought, but the way we fought, it feels like no time has passed at all."

"Lucky you that you got Spider-Man," Cozy Glow said. "He didn't come after any of us."

"Of course, after all, while many of you have been a hinderance to Spider-Man, from..." Goblin gestured to Shocker. "Minor irritation." He gestured to Wesker, "To worthy adversary." Goblin gestured to himself. "None of you have come close to the torment I've put him through over the years. Spider-Man may dislike most of you, but I know for a fact that he absolutely hates me. And that's just the way it should be."

"Sounds like Doom and his hatred toward his old rival, Mr. Fantastic," Eggman said. 

"You're no different when it comes to that hedgehog," Bison pointed out. "Of course I feel my own disdain toward Ryu."

"That cub is mine, don't get in my way," Akuma warned. "Unless you want a repeat of what happened in Thailand."

Bison glared at the Satsui No Hadou user, "Cheap shots won't work on me twice."

"Then how about I face you head on?" Akuma threatened.

"No infighting," Vergil ordered. "Save your aggression toward your foes. I definitely will be saving it for my useless brother."

"I still desire my chance at Kyo," Iori said, glancing at his hand before tightening it into a fist. "Don't keep me waiting."

"Speaking of relentless hatred toward someone, what about Sephiroth?" Tron asked. "Should we go and check on him?"

"He'll be fine," Vomi said. "He's just ensuring that Thor won't be trouble later."

"Aren't we supposed to strike Ponyville?" Tron asked. "Do we start without them?

"If we must," Wesker said. "So long as they keep Thor busy, it matters little."

"What about Goku Black and Zamasu?" Prowler asked. "Are they joining too?"

"They're doing what they must in the Crown City of Canterlot," Doom explained. "We cannot place a hold on our plan for too long. Tirek and Super Skrull will be awaiting our arrival."

"We must get going then," Wesker said. "Especially if we are to conquer this world, and many more."

"Wow, we're finally doing it," Cozy Glow said. "I'm almost nervous."

"If you're nervous, then stay here," Vergil said. "Otherwise you'll weigh us down."

"Hey, be nice," Sonata said, wincing a bit once Vergil glared at her. "Um...please?"

"...Let's just get moving," Vergil ordered.

The villains stepped through the portal, ready to unleash their ultimate goal.





In the city of Canterlot, Black and Zamasu are still destroying the buildings, many ponies fleeing for their lives in a haste to escape the city in one piece.

"I expected more of a challenge, given that ponies possess a great array of strength, magic and flight," Zamasu said, destroying a home. "But I suppose they're just like any other mortal being. Powerless against the might of Gods."

"I'm almost getting bored," Black said, destroying a building. "But, the sooner we wipe these fools out, the sooner we can move on to better things."

"Right, we still have to find the one called Spider-Man," Zamasu said. "I don't get what's so great about him honestly, or why Albert Wesker and many of our comrades seek to destroy him,"

"Our comrades have many enemies," Black said. "Spider-Man just happens to be the one that is the most defiant against them. The way they describe him, he sounds no different than Trunks."

"Different world, same foolish heroic wannabe mortal," Zamasu said.

"Well, he is from Earth," Black said. "From what I've gathered, Earthlings seem to be the most stubborn among mortals."

"Truly a mysterious thing," Zamasu said. "Oddly enough, Kais don't exist in all facets of the multiverse, so whatever Godly beings created Earthings share the same thoughts as the Kais."

"There do seem to be certain constants among the multiverse, including Earthlings," Black said. "It's quite curious."

"Whatever world doesn't contain Earthlings has creatures of similar caliber," Zamasu said. "Such as these ponies."

"Well, I suppose it won't matter once we eradicate them all," Black said.

"You will do no such thing," Celestia said, sinisterly stepping towards Black and Zamasu.

"This must be an Alicorn, a Godly being in this part of the multiverse," Black said.

"You two have caused more than enough damage, I will not allow any more pain or torment for my beloved subjects!" Celestia said.

"If you believe you can stop us," Black readied himself for battle, sinisterly glaring at the Princess. "Then show me what you're capable of."

Celestia looked visibly concerned. Black's appearance had him wholly resembling Goku. Given how much trouble he was to fight, she could only imagine someone with much more malice in his heart being an even more dangerous opponent.

Fortunately, she was not alone. "Celestia!" Turning she spotted her mentor Starswirl coming to her aide. "Do not fear! We will not let you do battle alone!"

Appearing by his side were his Pillars; Flash Magnus, Somnambula, Mage Meadowbrook, Mistmane and Rockhoof. Also stepping forward were Captain America, The Winter Soldier and Falcon, the three looking ready for battle as Stygian waited nearby.

"You must be Goku Black," Steve said.

"Interesting, how did you hear about that name?" Black asked.

"Your old friend Trunks met some old friends of ours," Steve said. "I don't know what you're up to, or why you look like Goku. But I will not stand idly by and let destruction fall this city."

"It appears to be much too late for that," Black said, gesturing to the damage. "Your town is burning, and nearing ruins. Do you truly believe you stand a chance against our power?"

"We won't know unless we try," Steve said. "Pillars, Assemble!"

All Six Pillars stood by Celestia and the Sun Goddess, ready for a fight.

"If you truly wish to meet your end," Zamasu said, readying his ki blade." Then by all means, meet your demise."

Celestia charged her magic alongside Starswirl and Mistmane and fired a beam at the duo just as Steve, Bucky and Sam charged in with Rockhoof and Flash Magnus by their side.

Black powered through the magic and threw a punch at Steve, one the Avenger blocked with his shield, but the impact still sent him flying toward the magic users and knocking them over.

Bucky and Sam went on offense against Black and Zamasu, but were each knocked away as well, then easily knocked away Flash Magnus and Rockhoof.

Meadowbrook began attacking with some defensive magic she created while Somnambula flew in to attack herself, but the duo were able to fight back against their foes, keeping them all at a distance.

"I will not let my Kingdom fall so easily!" Celestia readied a large aura of magic that she immediately used to blast Black, the villain blocking the strike and then powering through to kick the Sun Alicorn in her face.

"Celestia!" Steve ran in and tried to exchange some blows with Black, his speed giving him a slight advantage, but Black won out with his own swiftness and hit Steve with a powerful uppercut that sent him flying.

"You have determination, but that won't be enough to stop me!" Black said, flying in to attack again.

Starswirl appeared before Black, casting a spell to blast the villainous God away. He then put up a barrier against Zamasu, blocking his strike, though barely, but giving Rockhoof enough time to ram into him as Somnambula flew in for a kick to Zamasu's back.

Black stood up, ready to keep fighting but Celestia started blasting the villain herself, "I won't let you destroy my world!"

"You think you're the first to make such a bold statement to me!?" Black shouted, powering through and punching Celestia through a building. Steve whacked him in the head with his shield, but that earned him a punch that sent him flying.

Bucky punched Black in the face, then took a backhit for his efforts, and also went flying. Flash tried tackling Black again, but was kicked away and into a street pole.

Many surviving ponies couldn't help but see what was happening, from the aristocrat Fancy Pants, to restaurant owner Saffron Masala, local business mare Sugarcoat, and even Twilight's childhood friend Moon Dancer, all of them terrified by the power of Goku Black.

"One by one, you mortals will perish!" Black powered up again. "Only I can cleanse the Gods of their greatest sin! Mortal life!"

"That is not your choice to make!" Starswirl said, readying more magic. "If you believe you can stop us then-"

Suddenly Black appeared in front of Starswirl, the older pony now coughing up blood. He looked down to see that Black had impaled him with his ki blade.

"I most certainly believe you can be stopped," Black said, blasting through Starswirl's chest, leaving the aged wizard dead on the ground.

"NO! STARSWIRL!" Celestia shouted in grief, the other pillars looking just as mortified.

"Now," Black aimed his blade. "Who wants to try next?"





In Asgard, Thor is attempting to do battle against Loki, however his brother proved to be a pain to catch.

"Over here," Loki taunted. Thor attacked but his brother disappeared, then reappeared elsewhere. "No, here." Thor tried attacking again, but Loki once again teleported right to Thor's side, and then whacked him in the head with his staff. "Too slow."

"You think you are amusing!?" Thor attempted to blast Loki, but the villain dodged and blasted Thor through a nearby pillar.

"Me? Amusing?" Loki taunted. "Good heavens, whatever gave you that idea?"

"Go Loki!" Kefka cheered, floating while raising his hands. "Three cheers for the God of Mischief! Hip, Hip-"

"Put a lid on it, will you?" Seifer scolded. 

"Well someone's a spoil sport," Kefka taunted. "Mad because you couldn't put up as much of a fight as the rest of us?"

"Watch yourself!" Seifer warned, aiming his Hyperion Gunblade.

"Oh no, a sword! Oh whatever will I do?" Kefka taunted.

"Need I remind you that we're supposed to be on the same side," Sephiroth pointed out. 

"Why did you bring this jester anyway?" Seifer asked.

"Someone needs to be the life of the party," Kefka proudly stated. "All of you are way too moody."

"That aside, is there anything we should be doing?" Tempest asked. "Loki seems to be fighting well on his own, but I did hope to be much more useful than I was today."

"You did well enough," Sephiroth said. "But perhaps if our presence is not needed, we can reunite with Wesker and Doom."

"That might be for the better," Cloud of Darkness said.

Suddenly they heard the sound of steps behind them, each of them turning to see Lady Sif and her daughter Torun.

"Well isn't this a surprise," Sephiroth said, turning to the woman. "Lady Sif, a pleasure to make your acquaintance."

"Damn, coming through here was foolish..." Sif muttered to herself, then focused on the villains. "Why have you come to Asgard!?"

"Well for starters, the sights are just lovely!" Kefka exclaimed. "We were thinking of getting a nice home here. Preferably this palace, after we exterminate the unwanted pests that is."

"I'll die before I let you take my home!" Sif warned.

"You might want to choose your words more carefully," Sephiroth warned. 

"Quiet, you are the last person I want to see, Sephiroth," Sif said.

"Wow, she knows you," Seifer said.

"I did partake in Ragnarok," Sephiroth said.

"Yes, you killed Valkyrie, and my brother Heimdall!" Sif shouted, glaring a hole through the One-Winged Angel. "I will never forgive you for that!"

"It was nothing personal, they just happened to be in my way," Sephiroth said. "However, if you wish to avenge your brother, then I'm right here. Come at me with your sword."

Tempted as Sif was, she remembered that she had her daughter with her, and could not take any chances. "Another time perhaps."

"Worried about the brat on your back?" Seifer asked. "We have no intentions of harming a child, but unfortunately you're fair game."

"Oh, can we keep the child as a pet after we kill the parents?" Kefka asked.

"You will do no such thing you cur!" Sif warned, pulling out her sword.

This situation did not go unnoticed by Loki, "Sif? My what a surprise. Did you happen to grow a new limb when you came to Equestria? Or is that arm as fake as my brother's worthiness for the throne!?"

"Sif?" Thor noticed his wife and daughter in harm's way. "Sif! You must-"

"Quiet!" Loki shouted, whacking Thor again. He turned to his allies, "Take Lady Sif!"

"You heard him," Tempest said, focusing on the Asgardian Queen. "Do you want to do this the easy way? Or the hard way?"

In a haste, Sif went to strike Tempest with her sword, but Sephiroth blocked with his own while barely moving an inch. "It seems as though she chooses the hard way."

"Sif!" Thor blasted Sephiroth and then sent more lightning at the other villains to scatter them. "Run!"

"What about you!?" Sif asked.

Loki tried attacking again, but Thor blasted him through another pillar, then focused on his wife. "You have our daughter! Now run! And keep her safe!"

Reluctantly, Sif obliged in her husband's word, "I will be back for you!"

"Do not worry about me!" Thor kept blasting. "Just keep running!"

Suddenly, Kefka blasted Thor with some fire magic while Sephiroth went to attack with some dark magic, knocking Thor back as they along with the other villains began to gather around him.

"Your time is up, King Thor," Tempest taunted as she readied her own magic alongside her allies, ready to defeat Thor for good.





Back in Ponyville, Twilight was still resting from her overuse of magic, though bit by bit she began to recover. She had to if she wanted to ensure the safety of everyone she knew and loved.

Tender Taps was right by her side, hoping to be able to do anything she might have needed from him.

"I should probably get Peter, make sure he's doing alright," Twilight said. "That vision in Las Pegasus looked brooding but-"

"Don't push yourself too hard, Twilight," Tender Taps urged. 

"I have to do what I must," Twilight said. "For the safety of Equestra."

"I know, but you're only one pony," Tender Taps said. "Even if you are strong, there's only so much even you can do."

"Don't worry about me, Tender Taps," Twilight urged. "It's my job to worry about you."

"Twilight," Came Aunt May's voice, the woman getting her attention. "Maybe you should pay mind to your friend here. Don't do too much at once."

"Gee, now I wonder if this is how Peter feels?" Twilight said to herself. She focused on Aunt May. "I'll do my best, but I have to play my part in keeping Equestria safe."

Suddenly there was a loud knock on the door. Twilight answered to spot a very panicky looking Golden Harvest. "Princess Twilight! Something strange is happening just outside of town!"

"Strange? What's-" Twilight heard a loud eruption, slowly stepping outside to see several lightning strikes in one area as a large portal was opened in the distance. "Oh no..."

Stepping through the portal were the many villains, each of them marching toward the edge of town where Super Skrull and Tirek were waiting.

"About time you showed up," Super Skrull said. "We've been waiting here for what feels like hours."

"The rest of us were busy," Electro said. "You know, destroying the foundations of this country and around it?"

"Hey I was willing to do the same, but I was asked to stand guard here with Tirek," Super Skrull said.

"We needed to maintain a constant surveillance on the town to ensure there wouldn't be any unexpected surprises for us," Tirek said. "We can confirm at least that the heroes are gone."

"I imagine they would be, we fought many of them," Wesker said. "Are there truly none left?"

"If there are any, it isn't much," Tirek said. "The heroes have spread themselves thin, with Princess Twilight as the only major threat, but no match for us. Thanks to our preparations, we can start our next plan."

"Destroying the core of Equestria," Super Skrull said.

"What? Ponyville?" Cozy Glow asked. "Technically the core is Canterlot since that's the Crown City."

"Canterlot may be the Crown City my dear girl," Tirek said. "But Ponyville is where all of Equestria's hope resides. From the Six Elements of Harmony..."

"To the Heroic Spider-Man," Super Skrull finished. "We destroy Ponyville, we destroy this world's beacon of hope."

"Much like me and my team did on Earth, when we annihilated New York City, home of The Avengers," Ultron said.

"Well, let's get started on this then," Adagio said. "I'm eager to settle this."

"As am I," Wesker said. "Let's hurry, we must do all we can before the heroes arrive. Break their spirits before they have a chance to fight."

"Break them how?" Venom asked.

"You'll figure something out, let's go," Wesker said, with all the villains heading into town.

Venom seemed unsure about this, the anti-hero turning his attention to the nearby Sonata. "Hey, what's he even up to?"

"Weren't you listening? We have to destroy Ponyville," Sonata explained.

"Yeah, that we get, but what about the ponies in town?" Venom asked. "Are we actually expected to hurt them?"

"I guess," Sonata said.

"Doesn't this feel strange?" Venom asked. "The Griffons we understood, they were a greedy bunch and needed to be taught a lesson, but the ponies here-"

"Are cruel too," Sonata said. "They mistreated Cozy Glow after all, and even Martin Li said he didn't have too much trouble bringing out their negativity. Don't underestimate or pity them just because they're cute. They're just as menacing."

"We're not the type to call ponies 'cute', or anything for that matter," Venom said. "But so long as these ponies truly are corrupt, then we suppose that justice should be dished out."

"Sonata, hurry up!" Cozy warned. "You'll make Victor and Albert mad if you take too long."

"Right, I don't want to tick either of them off," Sonata said, then turned to Venom. "Come on, let's get this done."

"Yeah, of course," Venom said, following Sonata into town.

Many of the Ponyville citizens looked on in worry, not sure what to expect from the sudden appearance of the portal off in the distance.

"What's going on?" Lily Valley asked.

"Are we in danger again?" Caramel asked.

"Is it the villains!?" Cherry Berry asked.

Twilight made her way through town, past the nervous ponies, concerned about what was to come. "Are they...?"

"Twilight!" Came Apple Bloom's voice as she ran over with Big Macintosh. "We just saw that portal from the farm and got here as fast as we could!"

"Trouble ah take it?" Big Macintosh asked.

"Looks like it," Twilight said.

Also coming through were the trio of Mary Jane, Harry and Flash, all three looking just as curious by what was happening.

"I got a really bad feeling about this," Flash said.

"Judging by everyone's reactions, I'd say they share the same sentiment," Mary Jane said.

It wasn't long before the villains started to appear, Doom and Wesker leading the charge as a few marched beside them, many behind and some flying above.

The citizens became frightened by the sight of these oncoming villains, unsure of what to do or how to handle this. All they knew was these villains were definitely not playing games, and they were ready to fight.

Lyra, Derpy, Vinyl and Octavia were front and center, ready to fend off the villains the best they could.

Doom ordered a halt, taking a second to progress on his own toward the crowd of ponies.

"Don't you take another step!" Lyra warned, keeping her horn aimed.

Doom merely blasted her aside, not hard enough to really hurt but strong enough to send a stern warning.

"Lyra!" Octavia ran to check on her injured friend. She glared a hole through Doom, "You despicable fiend!"

Doom paid Octavia no mind, focused solely on the crowd. "Where is Princess Twilight?"

The mare wasted no time making her way front and center, "Looking for me?"

"Twilight Sparkle?" Doom asked, glancing at the Princess. "Yes, I vaguely remember you. Last time we met, you had taken a human form, doing battle against The Scarlet Witch. We had not been properly introduced, have we?"

"No, but I know a lot about you," Twilight said. "Victor Von Doom, you and Reed Richards were friends in college, until an accident drove you two apart. Since then you've dedicated your life to two things. World Domination, and your petty revenge on Reed and his family."

"Petty you say?" Doom asked. "You are in no position to talk about petty. None of your ponies are in any position to discuss such a thing."

"Spare me your moral lectures, just tell me what you want," Twilight said.

"What we want is simple," Doom said. "Control over your world."

"And why should I allow that?" Twilight asked.

"It is a decent starting point for my grand plans," Doom said. "This world has plenty of good magic and resources to mount a base before sending my allies across the multiverse, and conquering each world they encounter. From there we can create a Grand Utopia under each of our visions, ensuring the progress of all life, human or otherwise."

"So basically, generic villain stuff, is that right?" Twilight asked.

"You have quite the mouth on you," Doom said. "I imagine you picked that up from your husband."

"A quip or two may have rubbed off on me," Twilight proudly said. "What can I say? I'm like a sponge, I absorb all types of information and culture, including my husband's."

"And much like your husband..." Wesker said, stepping forward. "You're too naive to understand our vision. We merely want to improve on the imperfections of all mortal life."

"And you intend to do so by destroying homes?" Twilight asked.

"Think of it as a construction project," Wesker said. "Sometimes you have to knock the old buildings down before you can set up new ones. The new buildings are more often than not, superior to the old ones. Some may perish, but it's a small price to pay for a better world."

"Small?" Twilight asked in disbelief. "You haven't changed one bit, have you Wesker? No life is small, every action you take, you are causing irreparable damage! How little do lives mean to you for such an asinine statement to fly out of that mouth of yours!?"

"I don't expect you to understand," Wesker said.

"Because there is nothing to understand!" Twilight shouted. "None of you are doing this for the betterment of anyone! I don't see anyone here who genuinely wants to fix or improve anything! All I see are a bunch of sadistic megalomaniacs who first and foremost, just want to see people suffer to satisfy their own sick pleasures! Then you have the nerve to disguise your acts of cruelty as a form of justice or whatever other nonsense you can come up with! The only improvement this or any world needs, is to be rid of the likes of you!"

Twilight's words had the villains momentarily speechless as many of the ponies were amazed by her courage and tenacity.

"Whoa, go Twilight," Apple Bloom said.

"Peter sure found himself one hell of a woman," Flash said.

Doom was very displeased by the words Twilight directed at him, "You dare to speak to me in such a manner?"

"Yes, Victor, I do!" Twilight shouted.

In an instant, Doom blasted Twilight through the crowd, startling everyone present. "Repulsive."

Twilight immediately stood up, dusting herself off, "You'll have to do better than that!"

"Gladly," Wesker said, having appeared beside her and kicked the mare through a house.

"Twilight!" Apple Bloom charged at Wesker. "You varmint! Time fer some-"

Wesker backhoofed Apple Bloom away, knocking the girl toward the other villains, one in particular standing over here.

"Hey, I remember you, one of Sweetie Belle's friends," Shocker said. "And you're finally all grown-"

Apple Bloom hit Shocker with an uppercut, knocking him back. "That's fer what you did to Ponyville five years ago with your sick buddy, Vega!"

"Aw, you know Vega then?" Juri taunted, then kicked Apple Bloom aside. "Guess he had quite an impact with you fillies."

"We gotta help!" Derpy said.

"Of course!" Octavia agreed, helping Lyra up. "Show no fear!"

Big Macintosh readied to charge, with Vinyl by his side, readying some magic. 

"Let's kick some flank!" Vinyl said as this group of concerned citizens went for the attack.

Meanwhile Twilight pulled herself out of the house, then came face to face with The Green Goblin. "Hey, remember me? You stabbed me through the chest!"

"And somehow you're still alive," Twilight said, readying her magic. "This time-"

Goblin attempted to ambush Twilight by setting off grenades right in front of her, but the mare was quick to block with her magic.

"You wish," Twilight said, then blasted Goblin back. "I'm not nice like my husband, I will personally vaporize you!"

"Golly, that's so not like you Twilight," Cozy Glow said, trotting over with The Dazzlings. "Guess you were just a fraud after all!"

"Cozy Glow?" Twilight asked in disbelief.

"We have a score to settle with ponykind," Adagio said. "And what better way is there to start by annihilating one of its Princesses?"

Twilight looked ready for a fight, then heard her name called. "Twilight!" She looked to see Tender Taps running toward her. "Don't worry, I'm coming!"

"Tender Taps! Stay back!" Twilight warned.

"Oh hey, it's the tap-dancing pony," Cozy Glow said. "He's pretty harmless."

"He's also in our way," Adagio said, running in to tackle Tender Taps to the ground.

"No! Tender Taps!" Twilight went to help but Sonata stood in her way. "Move!"

"No way, you're answering for what you did to Cozy Glow!" Sonata said.

"I didn't do anything, she made her choice!" Twilight said.

"Oh, so you just gave up on a kid, is that it?" Sonata asked.

"I...no, that's not what I'm saying!" Twilight insisted.

"As Princess of Friendship, it's your job to help others," Sonata said. "You helped Nightmare Moon when she needed it, you gave a second chance to Starlight Glimmer and Lightning Dust,you offered Friendship to Chrysalis, and you made peace with the Capcom Warriors. Yet Cozy Glow, an actual child, was too where you drew the line?"

"I..." Twilight glanced at Cozy Glow, thoughts rushing through her head. "I'm sorry, I just didn't-"

"Kind of late for apologies at this point!" Sonata said. "It's just like you ponies to willingly cast aside anyone who just doesn't fit in your society!"

"Nothing new for anyone," Electro said, flying over. "Humans, ponies, you're all the same. So full of judgment to those who don't belong."

"How disgraceful," Came the voice of Poison as she walked over. "People like us are always cast aside, and when we start a new family, we just become a typical gang. That's all we're seen as."

"I hope you all realize that by acting this way, you're just proving everyone's worries about you correct," Twilight said.

"Hey, if society wants to deem us villains, then we'll just play our role," Electro said as Prowler, Martin Li and Team Yagami appeared beside him. "They're just getting exactly what they wished for."

"Think you can handle all of us alone?" Aria asked, then gestured to some of the other Ponyville citizens. "Or fall like them?"

Derpy had taken a strong punch from Ultron that sent her through a window. Octavia had been whacked by Tron's Gustaff. Vinyl was hit with an uppercut by Kazuya. Lyra was knocked away by Annihilus. Big Macintosh took a powerful punch from Super Skrull. Lastly, Apple Bloom was whacked by the hilt of Vergil's sword.

"Looks like you're on your own," Prowler said.

Twilight smirked in satisfaction, "That's what you think." Twilight sent out a magical flare that exploded in a giant X.

Within seconds, Cyclops had shown up, blasting each of the villains with his optic blasts, the man joined shortly afterward by Storm, Rogue, Beast and Jean, each of them ready to fight.

"The X-Men!?" Electro shouted in disbelief. 

"Ugh, not more of them," Cozy Glow said.

"Did you honestly believe I wouldn't be more prepared?" Twilight asked. "The X-Men have been very kind in helping me with my school, until it shut down, thanks in part to a naughty filly and an imposter from Manehattan."

"Can you honestly call your school a success? Given how uncouth the ponies were?" Martin Li pointed out.

"Regardless, I have many friends who are willing to help me," Twilight said. "Surely some of you have seen more of the X-Men, especially judging by Cozy Glow's reaction."

"Guess we should have expected more," Adagio said. "No matter, destroy them!"

"Twilight, we'll take it from here," Cyclops reassured.

"You look hurt, you should rest," Storm prepared her powers. "Let us handle it from here."

"I can't just sit back and let you fight for me," Twilight said.

"I think you should make better use of your powers for now," Beast suggested.

"Maybe see if there's a few more friends willing to help out," Rogue pointed out. "Or a loving husband who wants to keep you safe."

"Right..." Twilight said. "Alright, I'll go and handle that."

"Hey don't run off yet," Adagio said, running toward Twilight. "We're still having fun!"

Beast leapt in with a kick that knocked Adagio back, the man landing nearby, but nearly off balance, "Something about being in this form really takes some getting used to."

"Take them out!" Electro fired some electricity at the group, each of them scattering and preparing to fight back.

Cyclops himself blasted Electro and then found himself engaged in a melee against Prowler, the two doing their best to outmaneuver one another.

"Try blasting me from this short range!" Prowler taunted, going for a punch that Cyclops ducked, allowing him to hit an uppercut.

"Don't need to," Cyclops said, continuing his fight against Prowler.

Wesker took note of the situation, seeing the few X-Men present and fighting. "Doctor Doom. We have guests."

Doom also spotted the X-Men, "I suppose it's hardly a surprise that Twilight Sparkle made a few preparations, not that it matters, our power is greater."

"And our genius is triumphant!" Eggman said, pressing a button as his Egg Mobile readied rockets. "Take this!"

Eggman fired some rockets at the X-Men, as Cyclops quickly blasted them from the air. Storm took the opportunity to strike Eggman's pod with lightning, though the material was sturdy enough to withstand it.

"That one might be trouble," Eggman said.

"Not for me," Doom flew at Storm, sending Arcane blasts at the woman as she countered with some ice blasts.

"You are no match for my power, Doom!" Storm declared, sending lightning strikes at him.

"You live in a delusion!" Doom blasted Storm, continuing his offense against his foe.

Meanwhile Twilight had tried sneaking off, but as she tried to summon for help, she was stopped by Sonata. "Hold it!"

"You again?" Twilight readied her magic. "I'll move you by force if I have to!"

"Just try it," Sonata said, charging in to attack, with Twilight using her magic to hold the Siren back.

"Yeah! Get her Sonata!" Cozy Glow cheered, unaware that Gallus was sneaking up on her.

"This time, I'll make sure to stop you," Gallus said.

His sneak attack was noticed by Sonata, the mare growing worried. "Cozy! Watch out!"

Cozy turned to see Gallus attempting to grab her, but she was quick to avoid the Griffon.

Sonata broke away from Twilight, giving the mare enough time to leave and prepare her spell. 

Gallus tried going for Cozy Glow again but he took a kick to his eye from the filly, stunning him as Sonata charged in and used a Sonic scream right near Gallus's head, loud enough to hurt his ears to the point he began bleeding out of them.

"I warned you what would happen if I saw you again!" Sonata punched Gallus to the ground. She then stood over and pressed her hooves against his neck, the Griffon struggling to breathe. "I'm going to crush your neck for this!"

Gallus struggled to escape the wrath of the siren, desperately trying to claw at her, to at least pull himself away as  Sonata pressed harder, readying another Sonic blast to finish the job.

Fortunately Yona had spotted the situation, "Gallus!" She ran in and tackled Sonata away. "That's for hurting Yona's friend!"

Finally free, Gallus quickly took a breath, coughing a bit from the pain but relieved it was over. He looked to the side to see Sandbar heading his way as well.

"Hey, Gallus, you alright bro?" Sandbar asked.

Despite his ears still ringing Gallus heard enough and nodded his head in reassurance, "Yeah, thanks to Yona."

"Dude what were you even doing!?" Sandbar asked.

"I was hoping to take Cozy Glow hostage and use it as leverage against the villains," Gallus said. "That plan failed obviously."

"Cozy Glow..." Sandbar turned to the filly, who was now glaring intensely at him. "Seeing you here is too heartbreaking to believe."

"Don't you talk to me about heartbreak, you stomped all over mine with no remorse!" Cozy Glow said. 

"Got that right," Sonata said, standing back up. "That's why I made it a personal vow to not let anything happen to Cozy Glow again."

"Why do you care so much about her?" Gallus asked.

"Someone has to, she's a poor little orphan with no home and no family," Sonata said. "Me, Aria and Adagio are like her older sisters now, along with our other friends. Friends like Shocker, Electro, Mysterio and Mr. Negative."

"She had a family, us," Sandbar said. "But she took it for granted."

"The only one taken for granted was her!" Sonata shouted, gesturing to the still angry filly. "None of you cared about her. She only felt true friendship from Ocellus, and you Sandbar. With you, she even felt more. She loved you, then you betrayed her love when you went with Ocellus, her best friend. She's suffered nothing but betrayal, and it needs to end!"

"She's just ungrateful," Gallus said. "She never belonged with us, you can take her for all I care. Freaks belong together."

Sonata's eyes widened in fury, "Freaks!? Oh, I'm definitely taking you down!"

"Bring it," Gallus said, unaware of a Pumpkin Bomb dropping nearby. "There's nothing-"

"Watch out!" Yona shielded Gallus and Sandbar as the three went flying. While Gallus and Sandbar were mostly fine, Yona was very hurt, much to the concern of her friends.

"Yona!" Sandbar checked her injuries, and sure enough he found some charred hair and some blood. "Oh no..."

"Get her out of here, I gotta keep an eye on things," Gallus said, glaring at The Goblin.

"Enough with the pointless drama," Goblin said, flying from above on his glider. "Just destroy the town already!"

"Hey, I can stand to destroy a few personal enemies," Sonata said. "Just like you take your time with Spider-Man, I take my time with...wait what was that bird's name again?"

"Gallus," Cozy Glow said.

"Yeah, what she said," Sonata replied.

Goblin shook his head in irritation. "Kids these days."

"Dad!?" Came Harry's voice, this getting Goblin's attention.

"My son?" Norman asked in a mix of relief and concern.

"Can it Norman," Goblin said, then focused on Harry. "Well, isn't this a nice surprise! Harry, good to see you again my boy!"

"Dad, what are you doing!?" Harry shouted. "Why are you attacking innocent ponies!"

"It's an adult thing Harry, you wouldn't understand yet," Goblin said.

"Dad, what you're doing is cruel!" Harry scolded. "You're hurting innocent ponies! Just like all the innocent people you hurt on Earth! The innocent people that you've killed!"

"Including Gwen Stacy!" Mary Jane said, getting Goblin's attention as well.

"Well, well, if it isn't Mary Jane Watson," Goblin taunted.  "Last I heard, you married my dear boy. Shame I never got an invite to that wedding. But my son has always been an inconsiderate one."

"You're in no position to talk!" Mary Jane said.

"Dad, this isn't you!" Harry said. "I know you're in there! Fight it!"

"Harry!" Norman called in vain.

"Norman's on a permanent vacation," Goblin said. "But don't worry, I can be your new daddy! In fact, why stand against me? When you can join me."

"He would never do a thing like that!" Mary Jane shouted.

"Quiet down missy, this is a family matter," Goblin focused his attention on Harry. "Well son?"

"...You are no father of mine, Green Goblin!" Harry shouted. "You're a disgrace."

Goblin furrowed his brow in disappointment, "Then you're useless to me!"

He threw some Pumpkin Bombs at the two, but they were immediately webbed away, courtesy of Peter, the hero having finally come home, thanks to a Portal that Twilight just made.

"Green Goblin!" Peter shouted.

"Ah, back so soon Peter?" Goblin taunted. "You have always been a glutton for punishment."

Peter's arrival caught the attention of all the other villains. Electro, Shocker, Mysterio and Martin Li stopped their fights to glare at their rival.

"Spider-Man," Shocker said.

"Finally showed up, huh?" Electro said.

Venom leapt near the spider, glaring right at the man who in his mind, endangered innocent. Right beside him was The Prowler, who had run-ins of his own with his variation of Peter, even if that Spider-Man was not his main foe.

Doc Ock walked over on his tentacles, sinisterly smiling at the newly arrived hero. "Hello Peter."

Doom, Super Skrull and Annihilus stepped in close as well, the former of the trio being the most curious by Peter's arrival, knowing just how much of a threat he was deemed.

Eggman and Wily glanced from the air, satisfied to finally see Peter, and to understand the praise that came with his name.

Chrysalis furrowed her brow at Peter, still resentful of him for the day his proposed Treaty Signing resulted in an ambush that nearly took her life.

The Dazzlings were curious by Peter's arrival, with Cozy Glow glaring right at the hero she herself once had some admiration toward.

Bison flew over, joined by Vergil and Tron, all three slightly satisfied to see Peter again after so long, knowing they can get back at him for the trouble he's caused them.

Wesker was the most elated, sinisterly approaching the hero who thwarted him five years prior. "What a nice surprise."

The other heroes stepped through the portal, Twilight keeping count, "Luke, Matt, Jess, Dwayne...where's Danny?"

Luke shook his head in sadness, "He won't be coming back."

Twilight's heart began to ache, "No..." Tears formed in the mare's eyes, feeling as though she sent a hero to his death. "I'm so sorry."

"It ain't your fault, he knew the risks," Luke said. "We all went in, ready to fight to the end."

"The only one who will feel regret, is The Green Goblin," Matt said. "We'll watch over Peter."

"I'll see if I can get the others," Twilight said, still feeling teary eyed. "I hope to Celestia they survived."

Peter took note of all the villains, amazed that so many came to one town. Truthfully, he was nervous about the situation, but that would not deter him from doing anything he could to protect Ponyville.

"So, Wesker really is back. And of course he had to team with The Green Goblin," Peter mentally noted. "I see Shocker, Electro, Mr. Negative, and Mysterio. I also see The Prowler, though I know he's not from my world, nor is he a variation of Hobie Brown." He continued to look around. "More Capcom baddies. I see Bison, guess he survived too. Vergil and Tron Bonne are here. I see that they brought Super Skrull as well. Chrysalis is also among them." There were a few that Peter did not recognize. "I'm not sure who that guy in the red coat and goofy mustache is. Or that old guy with white hair that's right beside him. I also see some martial arts looking dude, and some weird trio. A guy with two ladies, lucky punk. I see another lady with a creepy glowing eye. Ultron's here, and so is some other robot, looks like trouble," He took note of some other familiar faces. "Crap, they got Akuma too, doesn't look like he's fighting much, guess he has no one worth challenging. And I see Eddie as well, along with Doc Ock. Wow, so Octavius is alive after all, no villain stays dead. Then, there's Cozy Glow, she's with those Sirens. So many villains, it's going to be hard to fight them all."

"Are you done taking in the sights, Peter?" Wesker asked.

"Yeah, seems like quite the party you got here," Peter said. "Talk about a grand return."

"You proved to be more challenging than I would have liked, so I had to take some precautions," Wesker said. "Fortunately, I ran into some people who just don't like you."

"So you contacted my old foes and some other creeps?" Peter asked.

"Actually, I initially had no intention to work with The Green Goblin," Wesker said.

"Yeah, we actually fought over who gets to fight you," Goblin said. "Then a good friend showed up and boom, the Magic of Friendship brought us all together."

"Don't even try that crap on me," Peter warned. "Look, whatever issues you have with me, that's fine. But try to leave everyone out of this."

"Sorry, but that's out of the question," Goblin said. "This town will die with you."

"Oh come on!" Gallus said. "If all you want is Peter, then take him! Leave us out of it!"

"Wow..." Peter commented.

Lyra glared at the Griffon, "Even now he's an ungrateful little turd."

"He's right, just take Spider-Mane!" Berry Bliss said.

"None of us wanted him, anyway!" Lucky Clover said.

"He's just a menace!" Strawberry Scoop said.

"Wow...a menace," Peter said. "It's like Jameson's Legacy lives on."

Cyclops shook his head in disbelief, "This is ridiculous."

"Honestly, how could anyone not like Spider-Man?" Rogue said. "He's such a sweetheart."

"Magneto wasn't too far off about ponies then, they're no different than humans," Jean said.

"Let us not be hasty," Storm said. "The words of the few do not define the many."

Matt felt just as unhappy, hearing his friend getting insulted did not settle well for him. "Even here...just like with The Daily Bugle."

"Spider-Man just can't catch a break," Luke said. "He breaks himself trying please everyone and then he gets this crap."

"Well that's just life for Peter," Jones said. "It's life for all of us."

Many in the crowd continued to rally against Peter, to the surprise of some of the villains present.

"My, I certainly didn't expect this," Wesker said. "Seems not everyone likes you very much, Peter."

"Comes with the territory," Peter said.

"Get real, man," Electro said. "It's always been like this. You do so much and people turn against you. Guys like us, we don't take that shit. If the world wants to treat us like garbage, I say we give the world what they want, and make them regret their choices!"

"You deserve better than this," Wesker said. "My offer for you to join still stands. It would be much more beneficial for you to be our ally than our enemy."

"No way, I couldn't do that to my friends or family," Peter said.

"Bring them along," Wesker said.

"We'd be happy to have your family on board," Doc Ock said.

"Or get a new family," Juri said, seductively eyeing Peter. "I'm single, and you're kind of cute. I really love spiders too. In fact my old codename as an agent used to be 'Spider'."

"Uh, yeah, I'll pass," Peter said. "Look, regardless of what ponies are saying, as a hero, and a knight, it's my duty to protect them!"

"Is this really a hero thing, Spider-Man?" Venom asked. "Or are you doing this for attention?"

"What are you talking about, Eddie?" Peter asked.

"You act selfless and righteous, but in the end, that's all an act," Venom said. "Deep down, you just want to be liked by people. You're not in this for the right thing, you just want glory, you want people to tell you that you did a great job. Hell we still remember how often you used to take pictures of yourself to sell to the Daily Bugle. Selling out your name for a quick buck!"

"I can't say I'm proud to have done that," Peter said.

"You shouldn't be!" Venom said. "You've been lying pretty much your whole life, you bring all this drama onto you and even though you seem to take it in stride, we know it got to you. But you do this to yourself. All the friends you don't have, it's because you're a jerk, then you wonder why no one liked you. The Daily Bugle dragging your name through the mud? You were the one who supplied them with the pictures to help do so, then complain later. You love the drama, because it lets you feel like a hero when you rise above it, all while making anyone you can look bad in the process. These ponies are jerks for acting like they do, but you're even worse, and honestly, you allow it to happen just to make them look worse and yourself look better."

"...I'm confused, are you on my side, or not?" Gallus said.

"Shut up, loser," Venom said. "You're just like Peter Parker, a whiner who thinks he's better than he is."

"H-hey! I'm nothing like Peter!" Gallus shouted.

"Yeah, you aren't," Cyclops said. "Peter fights like a man, you whine like a boy."

"Hey, watch it One-Eye!" Gallus warned.

"One-Eye? Wow," Rogue said. "You must be fun at parties."

"Hey, this isn't about me! It's about Peter!" Gallus shouted, gesturing to the hero. "He's the one who's putting us all in danger! My friend Yona is badly hurt because of some villains that came here for him! How is that fair!?"

"Someone shut him up," Vergil said.

"Gladly," Wesker pulled out his gun and fired at Gallus. Fortunately Peter was quick to shield Gallus and take the bullet instead.

"Gah! That stings," Peter said, this moment taking Gallus by surprise.

"Oh my, you actually saved his life," Wesker said. "I'm impressed."

"I told you, I'm not letting anyone die!" Peter said.

"It is not wise to make promises you cannot live up to," Wesker said, aiming his gun at a nearby Wallflower Blush. "Can you save her?"

"AH!" Wallflower shrieked. Fortunately Peter rushed in front of her and took another bullet. "P-Peter!?"

"Are you hurt?" Peter asked.

"I'm fine...geez the one time I get noticed and that happens?" Wallflower asked in disbelief. "Thanks though, I owe you."

"You don't owe me anything," Peter turned to face Wesker. "Like I said-"

Suddenly Wesker appeared beside Peter and hit him with an uppercut that stumbled him back, just as Electro blasted him through a building.

"Peter!" Matt rushed in to attack Wesker, trying to land a blow, but he took a punch to the stomach and got whacked out of the way.

Luke ran to attack too but Shocker blasted him from his position, allowing Venom a chance to dash in and claw him away.

"Attack!" Cyclops fired his optic blasts yet again as the heroes went to assist.

"Dormammu, begin the next phase," Doom ordered.

"Gladly," Dormammu began opening some portals, allowing different creatures to emerge.

Beasts from the Negative Zone to assist Annihilus, Skrulls that were waiting on Super Skrull's ship, Manjini that Wesker created, demons that Vergil manipulated into joining, various Wily robots, along with many of Eggman's Badniks, Chrysalis's changelings, Ultron's drones, Sigma's mavericks, Doom's Doom-Bots, members of the Mad Gear Gang along with Shadoloo and S.I.N. soldiers.

Chaos had erupted in Ponyville as all the henchmen began to attack, immediately destroying various homes and attacking innocent ponies.

"You gotta be kidding me!" Luke shouted. "Quick! Take those creeps down!"

"Already on it!" Rogue said, flying in to attack.

Peter recovered from his sucker punch, coming into visual contact with all the destruction that was happening before his eyes. "No..." Visions of the destroyed future started to plague his mind, along with visions of his friend dying.

His nightmares began to flash as well, the fear of his friends and family dying fully prompting Peter into action. "NO!"

Peter took down several different creatures, blitzing around and making short work of all those he came into contact with. However, Doom appeared behind Peter and blasted him, sending him flying across the field.

Peter stood back up, then blocked a strike from Iori, and attempted to strike back but Kazuya leapt in and kicked Peter to the ground.

Juri took the time to rush in and use her Tae-Kwon-Doe powered kicks to land a few hard blows on Peter, stunning him long enough to allow Tron to punch him with her Gustaff.

Peter skidded across the ground, standing up and immediately having to dodge a sword slash from Vergil, quickly kicking the half-demon away and then narrowly avoiding and countering The Prowler.

Eggman fired some laser blasts at Peter, the hero quickly dodging out of the way and then blocking a Naginata strike from Martin Li.

"Geez, it's like you all rehearsed or something!" Peter kicked Martin away, but was grabbed by Doc Ock, who slammed Peter a few times with his robotic limbs and then threw Peter back into the center of the fight.

Super Skrull went to attack but Peter bound him with an Impact Web, then punched the villainous alien through a wall.

Chrysalis went to strike, Peter quickly blocking and trying to plead with the former Queen, "Chrysalis, don't do this! It's not worth it!"

"You won't trick me this time!" Chrysalis blasted Peter back, to which the Sirens triple teamed Peter with a sonic blast, causing discomfort for the hero as Goblin flew in with a few bombs thrown right at the hero, sending him flying.

Mayday watched in terror from her balcony, "DADDY!"

Franklin and Aunt May could see this too, the latter feeling worried for her nephew, "Oh my...'

"Frankie, can't you do anything?" Mayday asked.

"Me?" Franklin asked.

"Yeah, you have powers, use them!" Mayday said.

"But...my parents told me they're too dangerous to use," Franklin said. "I can't just-"

"My daddy's in danger!" Mayday shouted. "A good boyfriend protects his girlfriend's family!"

"Mayday, enough!" Aunt May scolded. 

"Daddy's being hurt! Someone has to save him!" Mayday said.

"My dad will! Look!" Franklin said, gesturing to the recently arriving Mr. Fantastic, joined by the rest of the Fantastic Four, along with Rainbow Dash.

"Whoa!" Rainbow Dash said. "What's going on!?"

"Looks like our foes weren't quite done!" Reed said. "Come on!"

Doom took note of the recent arrivals, a sinister glee filling his heart," Richards!" The Latverian Ruler charged up a lot of power and sent a massive blast toward The Fantastic Four, scattering them across the area. 

Doom flew down to continue his assault as Rainbow Dash flew at him, "I won't let you-"

"Begone!" Doom blasted Rainbow Dash out of the way as he flew toward his rival. "Richards!"

"Victor!" Reed pleaded. "Listen, you don't need to do this. This isn't you!"

"What do you know of me!?" Doom blasted Reed, sending him flying. "The man you knew is not the same as he once was. I have reached better enlightenment."

"Enlighten this!" Ben grabbed a cart and threw it at Doom, the man blasting in and then blasting Ben.

"Foolish move, Grimm," Doom scolded.

"Yo Victor!" Johnny called.

"...Everyone is irritatingly casual with me today," Doom focused on Johnny. "Do you honestly believe you can defeat me?"

"Dude, I know I can," Johnny said, flying in to attack, Doom fending him off.

"None of you are a match for DOOM!" the villain sent out a shockwave to knock Johnny away as he prepared his assault once again. "Osborn and Wesker may have Spider-Man. My business is with Richards, and I will end it today!"

Franklin watched in terror from the balcony, the boy feeling very apprehensive all of a sudden. Mayday took note of what was happening, quickly comforting the boy she loved. "Frankie? What's wrong?"

"Uh...nothing," Franklin tried to hide his fears for Mayday's sake. "I'm just happy my parents are here."

Mayday took the boy by his hoof, still wanting to comfort him, "Sorry I got mad at you just now."

"You're just worried, it's understandable," Franklin said. "I'm worried about your dad, but I think he'd feel better if you were safe. So I'm going to keep you safe."

"I'll keep you safe too," Mayday said, then kissed Franklin on the cheek. "Hopefully this will be over soon."

"Yeah, hopefully," Franklin said.

More portals had opened, his time in the heroes' favor as Twilight had resummoned heroes from across Equestria and beyond to take part in the fight.

"Villains attacking...please hurry," Twilight said, falling over in exhaustion.

"Twilight!" Applejack checked on her friend. "Hey, hang in there now."

"You stay with her," Remy said, readying his staff. "I got a town to save!"

"Rarity, you stay too," Bobby said. "Keep Twilight safe."

 "I will," Rarity said.

"Let's kick some asses!" Laura declared as all the heroes ran for it.

Rumble had stumbled out of his portal too, barely able to move, "My wing..."

"Rumble!" Silverstream checked on her friend. "Rumble, listen, you need to go somewhere safe!"

"I can't do that! The town's in danger," Rumble said. "A good leader doesn't abandon his team!"

"A good leader also needs to trust his team," Silverstream said. "You're hurt, you can't fight, stay where it's safe!"

Rumble shook his head, "No, I gotta-"

"Enough!" Silverstream slapped Rumble, taking the boy by surprise, even more when he saw tears in her eyes. "I just lost my father, I'm not losing my best friend too!"

"Silver..." Rumble felt sympathy for the girl, in spite of her anger, he could see her fear and did not want to add more to it. "Please come back safe."

"I will," Silverstream promised, rubbing Rumble's head before flying off.

Sweetie Belle passed by Rumble, the girl slightly irritated herself, "You shouldn't have come. I know you care about your team but we care about you too. Plus, you have a family to think about."

"I know..." Rumble said.

"Plus...I really admire you," Sweetie Belle said, a blush forming on her face. "I don't want to see you getting hurt either. There's no shame in staying on the sidelines if you can't fight, better than foolishly dying for the sake of your pride."

"I guess..." Rumble said.

Sweetie Belle heard an explosion, worrying her a bit. "Talk to you later, stay close to Twilight!"

The girl ran off, leaving Rumble sitting down and ashamed, "So much for regaining my honor." He looked to his damaged wing, still feeling angry. "I gotta figure out a way to heal fast."

As Cyclops and Jean fought away some henchmen, they were joined by Logan, Remy and Bobby.

"Hey, how's it going mes amis?" Remy asked.

"Gambit, you're here," Cyclops said. "I see you brought Wolverine and Iceman too."

"Dude, I know you're the leader of the X-Men, but you don't need to be so formal all the time," Bobby said.

"At least he stopped simply referring to you as 'Drake'," Logan said.

"Doctor Doom and his team just summoned some underlings, we need to fight them off before we get to the ones in charge," Jean said.

"Way ahead of you," Logan said, unsheathing his claws.

A robot tried to attack the group, but Rogue was quick to kick it away, "Nasty little thing."

"Rogue, it's been a while," Remy greeted.

"Oh hey Remy, when did you get back?" Rogue asked.

"Just now, Twilight summoned me," Remy said, then used his card to whack a monster back. "Just in time too."

"That's an understatement," Cyclops said.

"Remy!" Apple Bloom called, running over to the card user. 

"Apple Bloom, what are you doing here!?" Remy asked. "You supposed to be home where it's safe!"

"Ah couldn't stay back! Especially with mah friends in danger!" Apple Bloom said. "Granny Smith and Cheerilee are watching over the youngins, but ah gotta do mah part too!"

"You need to go," Remy turned to Rogue. "Mind taking my wife's sister home?"

"Ah ain't going home!" Apple Bloom said. "You think I'll be able to rest easy knowing that mah brothers are fighting for their lives?"

"Brothers?" Remy asked. "Please tell me you just mean me and Peter."

"Big Macintosh is fighting too," Apple Bloom said.

Remy signed in worry, "Dang it, I do what I do to keep y'all safe!"

"Well who's going to keep you safe!?" Apple Bloom asked. "Apples stick together, you knew that when you married mah sister! Now I'm fighting too, and you ain't gonna tell me 'no'!"

Rogue chuckled to herself, "Wow Remy, that's one stubborn sister-in-law you got there."

"Tell me about it," Remy said. "Alright, you can fight Apple Bloom. Just stay close to me."

"I'll help you keep her safe," Rogue said. "Come on, let's send these creeps packing."

The X-Men along with Apple Bloom went back on the offensive, hoping to dwindle the enemy's forces.





Off in Canterlot, in the midst of a battlefield where the remaining Pillars laid injured, alongside Celestia, Goku Black felt shifts in power, the God looking to the distance. "Well now."

"What is it?" Zamasu asked.

"Seems as though things have gotten exciting in that other town," Black said. He turned his full attention to Zamasu. "What say we go and grace the locals there with our presence?"

"Sounds brilliant," Zamasu said. "Let us be on our way."





Meanwhile in Asgard, Thor had just been blasted by the combined magic of Loki, Tempest and Sephiroth, the King down and injured, but not willing to give up.

"Stubborn to the end, huh brother?" Loki asked. Suddenly Vomi appeared beside him, getting his attention. "What is it?"

"I just contacted Tirek, the plan is in motion," Vomi explained. "We must venture to Ponyville with Alastor. Shredder will be waiting there as well."

"Shredder? That's new," Seifer said.

"He is an ally I met when I attacked the Capcom Warriors," Loki said. "He is quite valuable."

"Sounds like a pitiful name though," Kefka said.

"Oh shut up," Seifer scolded.

"Let's hurry," Vomi said.

"What about Thor?" Tempest asked, gesturing to Thor.

Vomi glanced at Thor and blasted a hole through him, finally bringing him down. "What about him?"

"...That was my kill," Loki said.

"Then you shouldn't have taken your sweet time, it's a pet peeve I've noticed even in my own world," Vomi said, gesturing them through a portal. "Let's go."

"What about Lady Sif?" Seifer asked.

"If you don't want to share Thor's fate, then get moving!" Vomi instructed, everyone reluctantly following as the woman went through a portal.

Unknown to them, while Thor seemed to be dead, his fingers began to twitch. The God was not quite ready to surrender his life.





Back in Ponyville, the heroes continued fighting hard against the villains, doing their best to dwindle the numbers, but it proved to be more challenging than they hoped.

"How many freaking henchmen do these people have!?" Johnny asked, blasting them with fire.

"Probably a lot, but that's why we have to keep fighting!" Jubilee said.

Tony blasted a few, seemingly satisfied with his work, "Kind of missed this."

"We missed you too," the nearby Sugar Belle said, blasting enemies with magic. "It's good to have you back, sir."

"Good to be back," Tony said, blasting some more.

Gwen had returned as well, spotting The Green Goblin nearby. "There's the bastard who killed that version of me."

"You mean him?" Miles asked, landing beside her.

"Time for some payback," Gwen swung over, pulling her mask off. "Hey! Green Goblin! Do you remember me!?"

Goblin turned to face Gwen, momentarily confused before her face ran a bell. "Wait a minute..."

Gwen landed on the glider and punched Goblin hard. "That was for hurting Peter!" She punched him again, "That's for terrorizing innocents!" She punched once more, even harder. "And that was for killing the other me!"

"I'm about to kill two of you!" Goblin tried attacking with a razor blade on his wrist but Gwen blocked the strike. He still managed to kick her off the Glider.

"Hey you!" Miles swung in and tackled Goblin off the Glider, the two falling into the crowd, getting lost in the mix of things.

Meanwhile Sweetie Belle fought away some monsters, then found herself confronted by Venom, both curiously glancing at each other.

"So, a piece of us did land on you," Venom said.

"At least I'm using my symbiote for good," Sweetie Belle said. "You're just being a bully."

"Someone's naive," Venom said. "If we're Venom, what does that make you?"

"Your antidote, Serum," Sweetie Belle said. 

"How corny, Spider-Man definitely rubbed off on you," Venom said.

"Yeah, he did," Sweetie Belle said. "There's no hero I admire more than Peter Parker."

"How foolish!" Venom and Sweetie Belle clashed with one another, attempting to show who was the superior Symbiote user.

Janet flew around zapping several enemies, particularly focusing on Ultron Drones. In time she came face to face with the real deal. "You..."

"Hm?" Ultron noticed Janet, the robot brimming with intrigue. "Oh, Janet Van Dyne. I was worried we wouldn't have our chance to reunite."

"Bastard, I know what you did to Hank!" Janet said.

"What is it to you regarding what happened to my father?" Ultron asked. "You two divorced, did you not? If I recall, he was not very kind to you. Yet you still seem to mourn him."

"Hank and I had our disagreements, and things did get bad, but he was trying to get better," Janet said. "Divorced or not, he was still my friend! You took from me, Ultron! And I'll make you regret that."

"Come now, if you two were married, and he is my father, I suppose that could make you my mother, could it not?" Ultron asked. "Why fight when we can be a family?"

"I have a family, and you're not part of it!" Janet flew in to attack Ultron, unleashing all of her anger in the form of Bio Stingers.

"Such tenacity," Ultron whacked Janet out of the air. "But it means nothing to me."

"Ulton!" Scott flew in to punch the robot. "I'm not done with you!"

"Looks like I really am going to kill another Ant Man!" Ultron shouted, clashing with Scott.

"You wish!" Scott whacked Ultron through a house as he and Janet went to double team him.

Sigma flew over to assist, but Spike stood in his way, "I don't think so."

"Out of my way!" Sigma slammed his laser sword down, but Spike dodged and hit him with a fire breath.

"Not a chance!" Spike pulled out his own sword and began to strike, fighting Sigman while Scott and Janet double teamed Ultron.

Seconds later, Black and Zamasu had landed in Ponyville, taking a look around and beholding the damage.

"Seems they've begun the second phase," Black said. "Now that we're here, we can begin the last phase."

"Do remind me what the final phase is," Zamasu said. 

"Simple..." Black glared at Peter as exchanged blows with Akuma. "Destroy Spider-Man."

Peter had a hard time fighting Akuma, but he did manage to deflect and parry his strikes, and got a good kick to his stomach. Peter then leapt into the air for an Ultimate Web Throw that sent Akuma flying.

Peter landed, still feeling a bit hurt but not ready to quit. Suddenly his Spider-Sense went off, and he was seen barely dodging a strike from Black, his face freaking Peter out a moment.

"How so very nimble of you," Black said, then kicked Peter in the chest toward Zamasu. "But not nimble enough."

"Was that...?" Peter shook his head. "No, that wasn't Goku."

Peter stood to fight and then took a ki blast to the back, courtesy of Zamasu, "Do try to make this entertaining." Peter turned for a punch that Zamasu blocked and then returned the attack to send Peter flying.

As Peter stood, he saw another portal open, this one revealing Loki, Alastor, Tempest, the Square Villains and Shredder.

"This must be Ponyville," Loki said.

"Yes, my old hometown," Tempest said, then glanced at Peter. "And there's the local hero."

"Spider-Man," Sephiroth greeted. "Shall I give you despair?"

"I get enough of that on a daily basis, by this point I can bottle and sell it for millions," Peter quipped.

"Clever," Loki said, then whacked Peter in the face with his staff. "But that won't win you the day."

"Peter!" Wade pulled out his katanas and went to attack. "Back away from my buddy!"

Sephiroth blocked the strike, glaring right into the eyes of the mercenary, "You have spirit."

"And you're about to be one!" Wade pulled back and attacked again but got whacked aside.

"Wade!" Pinkie ran over to check on her husband, "Are you hurt?"

"I'm fine, just keep your distance," Wade pulled out his guns and was about to fire when Seifer beat him to it with a shot from his gunblade, getting him in the chest. "Son of a..."

"Wade!" Pinkie checked on him again, then noticed Tempest approaching. "Wait! Why are you doing this!?"

"I don't need to explain myself to you," Tempest said. "Now stand aside."

"I'm not letting you hurt my husband!" Pinkie said. "You and your friends need to go!"

"Friends?" Tempest asked. "I wouldn't say I have friends, more like, accomplices who share a similar goal."

"Same thing," Pinkie said.

"No...Friendship leads to despair, without friends, I avoid that, and keep it all business," Tempest said.

"Huh? Friendship doesn't..." Pinkie had a realization. "Wait, do you not know about Friendship? Is that why you-"

Suddenly she took a blast from Loki, knocking her toward a house, "What a bothersome pony."

"Pinkie!" Wade ran to attack Loki, "No one does that to my wife!" Suddenly Sephiroth had cut Wade's arm off, the man reeling in pain. "Oh you fucking sneak!"

"Language," Kefka said, blasting Deadpool into a house. "That calls for a time-out."

Peter then zipped in to punch Kefka, then kicked Seifer. He turned his attention to Sephiroth but took a flare attack that sent him flying and crashing through some houses.

As Peter stood up, Black once again appeared beside him. "Still alive?" He kicked Peter back through the houses and crashed into a food stand.

Iori then picked Peter up and struck him a couple of times, then let Vice and Mature have a chance for a dual kick to his chest and face, knocking him back into a wall.

Super Skrull stretched his arm and pulled Peter in for a flaming rock punch that knocked him through the front door to his house.

"Daddy!" Mayday ran downstairs.

"Mayday, come back here!" Aunt May called, following the girl with Franklin right behind her.

Peter pulled himself up, seeing the worried look of Hope as the girl held his son Benjy close. "Hey Hope, how's it going honey? Don't mind your Uncle Peter, he's just playing a game."

"Yes," Black said, entering his home. "A fun game."

Peter stood up, getting into a fighting position. "Mind taking this back outside? We cleaned the house."

"Certainly," Black said, suddenly appearing behind Peter and kicking him back out the front door.

"Hey! Are you trying to hurt Uncle Peter!?" Hope shouted.

"Hurt him?" Black asked, facing the child. "My dear, I plan to kill him."

"...Y-you won't win!" Hope said. "Uncle Peter beats up bad guys like you!"

"Right, I'm the bad guy here, while your uncle is just a hypocritical fool, just like the rest of his mortal kind," Black made his way out of the house. "I'll see to it that he does not exist in the future I seek to create!"

"Hey you!" Mayday called. "You stay away from my daddy!"

"Another foolish child, perhaps I will make an example out of you," Black said, flying in to grab Mayday by the hair, holding her up. "Don't bother struggling. It will be in vain!"

"Mayday!" Franklin called.

"Unhand her!" Aunt May tried pulling Mayday away.

"Begone!" Black backhanded Aunt May, knocking her to the floor.

Franklin wanted to do something, the boy tried focusing his mind. At this point however, Peter had returned and tackled Black, knocking him against the wall, causing him to drop Mayday as the girl ran, with Aunt May and Franklin following her.

"NEVER! Hurt my family!" Peter shouted, unloading several powerful blows against his foe. Black however blocked and returned the punch, knocking Peter back outside and followed. 

Mayday had already gone outside, so desperate to put distance between herself and Black, that she hadn't noticed the danger. All around her she could see fighting, countless explosions happening in the background, destruction raining down.

Mayday began to panic, memories of the Battle of Canterlot resurfacing in her mind as the girl started to hyperventilate. The more homes were destroyed, the more explosions there were, the more chaos erupted, it just got to be too much for her.

Her Spider-Sense was ringing extremely loud in her head as she placed her hooves on her ears in an attempt to block the noise out. In time, it was too much for her.

"AAAAAHHHHHH! MOOOOOOMYYYYYYY! DAAAAAADYYYYY!" Mayday cried in pain.

Many of the heroes heard her cry, each of them instantly worried about the girl. Even some civilians overheard, including her best friend Lustern Dawn, who had stuck her head out from a garbage can. 

"Mayday!?" Luster pulled herself out and ran to her friend. "Mayday!"

"Mayday! We're coming!" Johnny called, then took a blast from Doom.

"You should pay more attention," Doom said.

"Mayday honey! I'll be right-" Janet's call was interrupted when Ultron blasted her.

"Aw, how nice of you to worry about that little girl," Ultron taunted. "Too bad it could cost you your life."

"You sick son of a bitch!" Scott flew in to attack Ultron again.

Peter desperately ran to his daughter, but just as he got close Black flew in and had her back in his clutches. "Is this who you want?"

"Put my daughter down you asshole!" Peter went for a punch that Black blocked and took a ki blast to his chest, sending him flying backwards.

"You varmint! Put mah Honey Pie down!" Apple Bloom tackled Black, but he back hoofed her for good measure.

"You're quite the popular one, aren't you?" Black commented. "All these heroes seem so worried."

"Mayday!" Fluttershy ran to help but Vergil blocked her path.

"I can't let you go," Vergil said.

"MOVE!" Fluttershy punched Vergil hard enough to actually stun him, taking the half-demon by surprise. However Fluttershy took a sneak attack punch from Tron.

"Ha, I took down someone who bested you," Tron mocked.

"If you do not want my blade to pierce through your shallow heart, you'll watch yourself," Vergil said.

"Oh please, you don't have the guts," Tron teased, much to Vergil's annoyance.

Black was fending off Logan, the man determined to rescue Mayday, "What kind of sicko uses a child as a hostage!?"

"A smart warriors exploits his enemy's weakness," Black said, blocking Logan's claws with his energy.

"It's cowardly!" Logan went for a strike that Black blocked with his psionic blade. "How nice, they almost look as impressive as Psylocke's."

"Do not compare me to that weakling," Black said, parrying Logan and slicing him across the chest. "You fool."

Suddenly Black felt someone touch the back of his head, his energy mysteriously being drained shortly afterwards.

"What in the-" Black was then punched away by a sneaky Rogue, the girl taking Mayday into her forelegs, being sure not to touch her with an exposed hoof.

"Shame of you fer endangering this little sweetheart," Rogue said. She turned her attention to Mayday. "You alright, pumpkin?"

"Thank you for saving me, Miss," Mayday said, trying not to cry. "But I just really want my mommy and daddy right now."

"Don't you worry, I'll get you to them," Rogue said.

"Mayday!" Aunt May called, trotting over.

"It's my Aunt May" Mayday said. 

"Howdy ma'am, she's safe!" Rogue said. "Ah won't let anything-"

Super Skrull hit Rouge with a rock punch, causing her to drop Mayday, the girl quickly scurrying away.

"Mayday wait!" Aunt May called, unaware of a glider coming in from behind. "Don't go to-"

"Behind you!" Mayday called.

Unfortunately May got hit very hard with the sharp end of the glider, knocking the woman over as Mayday called out in worry.

"AUNT MAY!"

Peter's Spider-Sense erupted as he frantically looked in the direction of his daughter, spotting his injured aunt. "No...Aunt May!"

Peter ran over to check on the woman, seeing a lot of blood coming from her as she struggled to breathe. Peter then experienced flashbacks to the day his Uncle Ben died, that same feeling of helplessness returning in full as panic began to build in his mind.

Aunt May looked up at her nephew, and in spite of her pain, grew concerned when she saw the look of worry on her nephew's face.

"Aunt May!" Peter didn't know what to do at the moment, all he cared about what making sure his Aunt was okay. "Listen, just stay with me, alright? I'm going to get you treated."

"Peter...please..." Aunt May placed her hand on his face. "Please promise...that I won't be one more thing...that weighs you down."

Peter's eyes widened, reality trying to set in, but his denial pushed it away as tears began to form in his eyes. "Hey, don't talk like you're gonna die. You're not!" Peter began to panic more, the destruction all around him becoming simple background noise as his focus was on his aunt. "Please! Stay with me Aunt May!"

"Peter...I'm so happy...that I got to see you grow up," Aunt May said, tears of her own forming in her eyes. "You've become a great man. Please...promise that when this is over...you'll keep living your life. Promise me...that you will be happy."

"Aunt May...I can't be happy if you're gone!" Peter said, the boy fully and openly crying. "Please! I can't lose you too!"

"I won't be gone..." Aunt May said. "Even if it looks like I am, even if you don't see me, I will still be there, watching over you. Because, I love you Peter. I always will..."

"Aunt May?" Peter asked, hoping she was still alive. Unfortunately her body went limp, the sad reality setting in for Peter as he held onto his aunt in disbelief. "N-no...No...it can't...Aunt May!?" Peter started to panic when the woman stopped responding. "AUNT MAY!"

Grief fully took over Peter, the reality setting in that she was gone, and there was nothing he could do for her. This did not go unnoticed by many around.

Johnny looked on in disbelief, his best friend just lost someone who was like a mother to him, Johnny recalling the pain of losing his own mother, and knows that is what Peter was feeling.

Janet could hear Peter's cries of despair, having just recently lost someone herself, empathized with him greatly. 

Twilight, the mare struggling to move, knew what happened to May, the mare feeling sadness of her own at losing a member of her family, and even more hearing her husband openly grieve.

Logan closed his eyes in shame and regret. May was always a nice woman, in his mind, she was one of the very few who did not deserve such a fate.

Applejack also felt tears coming to her eyes. Peter has always been close, and Aunt May had lived with the Apples for some time. She felt like part of the family. More than anything, she knew how Peter felt about losing a mother.

Rumble hated how he was feeling now. He felt like if he could still use his wings, then Aunt May would be alive. He remembered the death of his own parents, something his brother Thunderlane was currently remembering, with Lightning Dust by his side.

Many others, from Tony, to Starlight and Trixie, to Autumn Blaze, and those who knew Aunt May very well, including Mary Jane.

Gwen swung over to Peter, placing her hoof on his shoulder. "Peter?"

"Aw...how sad," Goblin taunted, making his way over. "Once again Peter, you couldn't save the ones closest to you."

Peter's eyes turned green as he immediately glared at Goblin, freaking him out a second before tackling him to the ground. "Bastard!" Peter unleashed some powerful punches to his foe. I'll kill you! I'LL KILL YOU!"

Goblin took several bad strikes to his face, blood gushing out of his mouth and nose as Peter continued his assault.

Wesker sped in to attack, but Peter blocked his punch and unloaded on Wesker, getting the former S.T.A.R.S. member bloody and bruised with how hard he was hitting.

Vergil attempted to strike with his sword, but Peter deflected it and then punched a hole through Vergil, the Half-Demon's eyes widening in disbelief as blood came out of his mouth.

"Someone stop him!" Loki shouted. Suddenly Peter's eyes were on him as Peter unloaded a righteous fury against the God of Mischief.

Black however was the first to approach him and with one swift strike, managed to punch Peter hard in the stomach, stunning him enough for a few extra strikes and knocking him to the ground.

"You fool!" Black kicked Peter and charged an attack. "KAMEHAMEHA!"

The dark beam clashed against Peter, the hero still withstanding it, but weakening him tremendously as he powered out of his green form.

"Don't let up!" Super Skrull said.

Wesker ran in and took revenge by getting in several blows to Peter, with Electro blasting him with his powers, Shocker assisting with his gauntlets, and Scorpion with the laser on his stinger.

Juri, Iori and Kazuya triple teamed him with their martial arts strikes, knocking Peter for a loop, getting him bruised up before Juri sent him toward Tron.

The girl picked Peter up by his handle and began slamming him a few times before punching him again. Peter tried to stand on his own, but Sephiroth slashed his sides with a sword before kicking him.

Vergil dashed in with a few sword slices of his own, while Martin Li attacked with his Naginata and Shredder attacked with his claws, leaving Peter covered in blood as Adagio rammed him and Alastor stuck with his electric swords.

"Peter!" Twilight called in worry.

"Get away from him!" Gwen went to save Peter, but Black had blasted her to the ground. Johnny went to help too but Ultron flew in with a kick. 

"I got you Peter!" Starlight readied her magic but Loki appeared before the now startled woman. "Loki!?"

"You never should have betrayed us," Loki said.

Wesker appeared by her side, "Foolish decision, Starlight Glimmer."

"Starlight!" Trixie went to help, but Wesker effortlessly kicked her away.

"Trixie!" Starlight was about to attack but Loki whacked her with his staff, knocking her back down.

Mysterio assisted Peter back to his feet, then did a few attacks of his own, blasting Peter with his special effects magic, to which Wizard attacked from nearby using his tech. Afterwards, Venom rushed over and clawed Peter across the chest, knocking Peter back down, the boy now bleeding a lot.

Eggman and Wily blasted Peter with some lasers, with the former using a small missile to send him flying further, weakening Peter some more.

"Peter!" Thunderlane went to help but Kazuya kicked him aside. Lightning Dust tried assisting herself, but Sephiroth was quick to block and detain her.

Vomi zapped Peter with some ki blasts, with Doom appearing behind him and blasting the hero with his arcane energy.

"Peter!" Reed struggled to go help out, but he took a blast of his own.

'I'm still not done with you," Doom warned, then turned back to Peter. "But you're a nuisance too!" He then kicked Peter aside, further injuring him. 

Super Skrull then slammed his rock fists on Peter a few times, cackling in glee, "Hurts, doesn't it!?"

Dormammu picked Peter up, and held his hand before the hero's face, mocking his chances of survival. "Go on...RUN!" He then blasted Peter with his magic.

"Peter!" Autumn Blaze wanted to help but Electro zapped her a few times and blasted her away.

Goblin picked Peter up and threw a few revenge punches of his own, badly bruising Peter's face, much to the horror of many ponies. 

"Peter!" Wallflower called out. "Please! Stop already! He's had enough!"

"...Not quite," Goblin dropped a Pumpkin Bomb that sent Peter flying.

"Peter!" Wallflower cried in worry.

"Oh no..." Sandbar said in disbelief. "PETER!"

"Poor Peter, you've been struggling this entire time," Goblin taunted as he sinisterly walked toward his foe. "To have everything you want in life, while the world tries to make you choose. If you were one of us, you wouldn't have to choose. You could take."

"...Screw...you," Peter said, spitting out some blood.

"What a waste," Goblin said, then delivered one final kick to Peter's face.

"Peter!" Toola Roola called. "You have to get up!"

"Please Peter! We believe in you!" Coconut Cream urged.

"Oh really now?" Goblin got their attention. "Earlier, many of you were against Spider-Man. But the moment he could be useful, you love him. It's like I always told him, in the end, you'll all just hate him. For all intents and purposes, he should hate you. More than that, he should rule over you!"

"Peter's too good to do that!" Toola Roola said. "He always says that, With Great Power, Comes Great Responsibility!"

"Oh please, it's more like he's strong enough to have all the power!" Goblin readied his claws. "But too weak to take it!"

"Peter!" Twilight went to stop Goblin, but she was restrained by Chrysalis's magic, the Changeling throwing Twilight aside.

"Mommy!" Mayday called in worry, her voice getting Goblin's attention.

"Well now, I just might have another idea," Goblin sinisterly approached Mayday, much to Peter's worry.

"H-hey! What are you..." Peter tried moving.

Goblin slowly approached Mayday, staring down at the very frightened girl. "It's like I always say. Why crush the body..." Goblin grabbed Mayday by the hair, worrying the girl. "When you can strike the heart?"

"Mayday!" Peter wanted to help but Black and Zamasu had restrained him. "Let me go!"

"Now, now, Norman here has an idea," Black said. "Let's see what it is."

"Spider-Man," Goblin held Mayday in front him him, keeping his claws to her neck. "Lookie what I got!"

"Daddy!" Mayday cried in worry.

"No!" Rumble went to help. "Mayday! I'm-"

"PSYCHO CRUSHER!" Bison charged in and rammed into Rumble, knocking the colt through a building, injuring him more.

"Rumble!" Mayday cried in worry.

"Don't fret dear, soon this will all be over," Goblin said, keeping the claws aimed. "You can meet again in the afterlife."

"Norman! Please!" Peter called. "Come on, do what you want to me! Just leave my daughter out of it!"

"You? But you're already battered and bruised," Goblin said. "Torturing your body is boring now. Torturing your heart though..."

"Come on!" Peter struggled to escape. "She's just a little girl! Are you really that much of a monster!?"

"All I care about right now, is seeing you suffer," Goblin poked Mayday's neck with the claw, hard enough to draw a little blood. "And based on your reaction right now."

"NO!" Peter cried out in fear. "Please! Just kill me! That's why you're here! Kill me already! Just don't hurt my daughter!"

"Don't worry," Goblin glared hard at Mayday. "You'll die too."

Before anything could happen, Venom called out. "Norman!"

"What!?" Goblin asked.

"What the hell are you doing!?" Venom shouted. "That's a literal child!"

"It's Spider-Man's child!" Norman said.

"Yeah so!? She's innocent!" Venom said. "Are you insane!?"

"Dumb question to ask," Juri said.

"Eddie, I'm working here, go terrorize someone else," Goblin said.

"We're not here to terrorize!" Venom exposed his face, speaking less as the Symbiote and more like Eddie Brock. "I came here for justice, this is not justice!"

"It's perfect justice, this is the best way to get to Spider-Man!" Goblin said.

"No, this is not okay," Eddie said. "Put the kid down, I'm not letting you do this."

"...You would betray us?" Goblin asked.

"Come on, tell me someone else thinks this is nuts!" Eddie said.

"I kind of do," Juri admitted. "I really don't like hurting kids, there's no pleasure in terrorizing the weak."

"I feel similar," Doc Ock said. "I don't mind hurting Spider-Man, but I draw the line when it comes to his daughter."

"Yeah, this doesn't feel right," Sonata said.

"Sonata! What are you doing!?" Cozy Glow asked, Shocker growing worried.

"Think reasonably Cozy Glow, if it was bad to put you in Tartarus despite your young age..." Sonata gestured to Goblin. "Then isn't what Norman doing much worse?"

"She has a point," Martin Li said.

"Loki, you did not mention your group having cowards who can't fight," Shredder said.

"Watch it, I'm no coward," Juri warned. "I'm not going to turn against anyone, but if it were up to me, we'd spare the kids. If you don't want to, well that's your problem, not mine."

"It should be a problem," Sonata said.

"Sonata, seriously, stop talking!" Cozy Glow shouted in a hushed tone.

"Seriously, this is the real world, grow up," Shocker said.

"I am not going to 'grow up'," Sonata said. "If I okay this, then I'm being hypocritical! I stand up for Cozy Glow because I hate how she was treated! I just can't live with myself if I didn't try to save a little girl, even if it is Spider-Man's daughter!"

"Wow, seems like a lot of traitors are among us," Goblin said.

"This isn't about betrayal, this is about morality," Doc Ock said.

"Screw your morals, I do what I want!" Goblin said.

Eddie resumed his Venom persona, "You do anything, and we strike!"

"Indeed," Doc Ock said, ready to fight. "Put the child down, Osborn."

"Seriously, this is not okay," Sonata said.

Juri kept her mouth shut, curious as to where this was going. Martin Li was also curious, but also judgmental of how some of his allies were acting.

"How foolish," Goblin said, gesturing to his allies.

Black flew in and kicked Doc Ock through a building. "For the record, I know you've been assisting survivors in my world when you thought I wasn't looking. I knew you'd slip up."

"Otto!" Venom went to help but Super Skrull punched him through another building.

Sonata got into a defensive stance, keeping an eye on everyone while her fellow Sirens looked on in worry.

"Hey wait," Aria said. "Ignore Sonata, she's just being stupid."

"No, I'm serious," Sonata said. "I'm not letting you hurt that girl!"

"Fool," Wesker dashed in and knocked Sonata out.

"Sonata!" Cozy Glow ran to check on the girl. "Hey! Get up!"

"Ignore her," Wesker said, pulling out his gun while Vergil readied his sword. "She will die along with Octavius and Brock."

"Wait! Can't you give her another chance!" Cozy pleaded. 

"You would side with a traitor?" Vergil asked.

"Well..." Cozy turned to Sonata, a feeling of remorse building in her. "I can't turn against her. She's been like a mom to me the last year. She always stood up for me and-"

"Oh spare me," Vergil said. "Move, or you will die too."

Cozy Glow stared the two down, but despite her feelings, and how much Sonata meant to her, she was too scared to go against Wesker or Vergil.

"...Sorry Sonata," Cozy Glow said, shamefully stepping aside.

Wesker turned to Adagio and Aria, "Do you two object?"

Adagio looked down at Sonata, feeling a sense of guilt, but ultimately shaking her head, "Do what you gotta do."

Aria looked on in disbelief, amazed that Adagio would betray one of her fellow Sirens, the last of their kind. Before she could object, Wesker was blasted by a shockwave.

"What!?" Vergil turned and got blasted too, courtesy of a now panicking Shocker.

"What the hell did I just do!?" Shocker asked in worry.

"Something foolish," Wizard said, blasting Shocker right afterward.

"Damn traitors, can't trust no one anymore," Rolento said.

"Does anyone else want to try our patience!?" Dormammu asked.

Franklin looked on in disbelief. The heroes were hurt, Peter was in danger, and the villains who gained a conscious were knocked out. "Please...let something happen..."

Suddenly some portals began to open, the villains turning to see Sunset Shimmer stepping through with many of the Capcom Warriors.

Ryu was there, alongside Ken, Chun-Li, Cammy, Dante, Trish, Chris Redfield, Jill Valentine, Leon Kennedy, Morrigan, Felicia, Mega Man, Viewtiful Joe and many others.

Square Heroes such as Cloud and Tifa had also come, ready to fight, joined by the likes of Tails, Genis Sage, Jude Mathis and The Ninja Turtles.

Miguel O'Hara and Peni Parker also came through, looking ready for a fight.

"Wow...more help!" Franklin said.

"Looks like we lucked out," Sunset turned to the side. "Thanks for the help, Stephen."

Strange stepped through the portal, the man joined by Kratos, Trunks, Domino and Psylocke. "Looks like we arrived just in time."

"Well...what do we have here?" Wesker asked.

"Strange..." Dormammu lamented. "Of course he'd be here."

"Cloud too," Sephiroth commented. "How he yearns for despair."

"I see that runt, Tails," Eggman said. "No sign of Sonic yet."

"Mega Man's here too, what a bother," Wily said.

"Viewtiful Joe..." Alastor said. "How dare he tell me to wear 'Yellow'."

Iori looked disappointed, "No Kyo..."

"I don't see Jin either," Kazuya said. "But perhaps I should just be patient."

"The Turtles..." Shredder held his claw out. "They've finally come."

"My foolish brother," Vergil commented.

"Chun-Li's here, and...wow, Cammy, she really is alive," Juri said in satisfaction.

"The cub..." Akura said, glaring at Ryu. He flashed a rare smile, "Let's see how strong he's gotten."

"Trunks? What a surprise," Black said. "He even brought two of his lady friends."

"Chris and Jill," Wesker said in a sinister yet jovial tone. "I'll get to see even more of my hated foes suffer."

"Sunset Shimmer..." Loki grumbled. "Again she pokes around in my affairs."

Sunset was horrified by the destruction she saw, spotting an injured Peter by the Green Goblin, who currently had Mayday hostage. "YOU!"

"Oh great, she's back," Goblin lamented.

"You have five seconds to put the girl down!" Chris warned.

"Otherwise you're dead!" Dante said. "Actually...I'll just kill you anyway."

"Try anything, and she-" Goblin noticed that Mayday was gone. "What in the world!?"

Nearby Nightcrawler had just teleported in to save Mayday. "Do not worry, I have you."

"Thank you Kurt," Mayday hugged the teleporter. "You saved me! Thank you!"

"It was no trouble my dear," Nightcrawler said, placing her down. "Go find someplace safe. I will save your parents."

"Please don't get hurt," Mayday said. "Uh, maybe God can keep you safe, you're his best follower after all."

Nightcrawler chuckled at the innocence, "I'd much rather God look after you."

"You speak of God?" Black asked. "Who is this God that you serve?"

"The Father in Heaven, that's who," Nightcrawler aimed his sword.

"Another foolish deity perhaps? Did he create these pitiful humans and ponies that you heroes foolishly protect?" Black asked.

"You would be wise to watch your tone," Nightcrawler warned. "I will not take too kindly to those who mock God or his creation. I may choose pacifism when possible, know that I am all but ready to fight with a righteous fury! Because right now, this is not about God or my Religion! I simply will not allow you to bring harm to my friends!"

"Loki!" Kratos shouted.

"Ugh, that brute's here too," Loki lamented.

"Do not think I forgot about you trying to brainwash my son!" Kratos said.

"He came to me! I merely spoke the truth!" Loki said. "But the truth just isn't easy to bear, is it!?"

"Here's some truth for you," Sunset said. "You're all going down. No one hurts our friends and gets away with it!"

"Black! Zamasu!" Trunks shouted, readying his sword. "This is it! I will avenge my future!"

"How naive," Black said in a condescending tone.

"Trunks..." Vomi said, getting his attention.

"Do I know you?" Trunks noticed the insignia on her lab coat. "Wait, are you with the Red Ribbon Army?"

"Red Ribbon Army?" Chun-Li asked.

"This is much too interesting, I look forward to gathering data on this battle," Vomi said.

"Yeah sure, you can calculate just how badly you got your butts kicked!" Mikey taunted. 

"Take this seriously Mikey," Leo warned. "Especially with Shredder here."

Franklin looked quite cheerful, "This is perfect, there's no way the villains can win. Especially with their own injuries and exhaustion, that means..."

In the distance, several ponies were seen walking and collapsing, everyone curious as to what was happening. 

Loud footsteps were heard as the centaur known as Tirek made his presence known, only this time, he was much bigger than he was prior.

"Sorry I'm late, it took time for me to gather this much energy," Tirek said.

"Who is that?" Trunks asked. "And what did he mean by gathering energy?"

"I am Lord Tirek, after one thousand years, I return to Equestria to exact my revenge!" Tirek declared.

"Oh...you've got to be kidding me," Sunset lamented.

Franklin sighed in disappointment, "Great, so much for that. At least nothing else can go wrong."





Off in Vanhover, Wanda looked out into the distance, feeling curious about something.

"Sis, what's wrong?" Pietro asked.

"I sense danger..." Wanda said. "Get the others, we're going back to Ponyville."

The Villain Invasion continued, one final obstacle remained for both sides. Only one could come out victorious.