Spiders & Magic: Adventures

by Masterob


Marvel vs. Capcom III

The next day came, the ponies gathered to the stadium to once again see the encounter between the Marvel Heroes and Capcom Fighters. Everyone had taken their usual seats, eager and waiting for the fights to continue.

The fighters on both sides were a bit nervous but they knew they needed to be ready, put on a good fight for all to see.

Peter waited in the fighter's rest area. He felt some anticipation, not from the fight, but the hope that soon this rivalry could finally end. Like Twilight said, there's so much more he could do as a friend to Capcom, such as his friendship with Chun Li.

Cadance approached him and gave him a small hug, "Hi Peter, just wanted you to know that you're gonna be up first."

"Wow really? I'll let my teammates know then," Peter said.

"The fight will be in about 10 minutes, but I'm confident you can win," Cadance said.

"I'll do my best," Peter said with a reassuring smile.

As Cadance explained to Peter who he's gonna be fighting, Twilight is getting to her seat. While she felt worried some of her friends seemed a little less concerned, some even excited.

"This is gonna be awesome, can't wait to see Peter, Johnny and Logan show off their awesomeness again!" Rainbow said.

"I'm waiting to see what Ryu and his allies do in this fight," Jin stated.

"This is gonna be a close fight, I can tell," Tifa said.

Cadance came down to the ring and spoke to the crowd, "Hello there fillies and gentlecolts, welcome to the second part to the Marvel vs. Capcom tournament!'

The crowd cheered loudly at that before she spoke again, "Now I won't keep you waiting, we're gonna have the first fight now. I've decided on who's gonna face who and first up will be...the Capcom team of Leon, Morrigan and Felicia and the Marvel team of...Wolverine, Johnny Storm and The Amazing Spider-Mane!"

Twilight looked curious, "Peter's first up this time? Interesting."

Both teams entered the ring and faced off against each other.

"Fighting Spider-Man huh...this is gonna be tough," Leon said.

"Yeah, but fun," Morrigan added.

Peter bowed to them, "Good luck!"

Leon nodded, "Thanks, you too!" He then muttered, "Though I doubt you'll need it."

"Let the fight begin!" Cadance said and gonged the bell.

Leon gestured his allies close, "Stand together, fighting them one-on-one isn't a good idea."

"Storm, throw a fireball to keep them apart!" Logan ordered.

"Right," Johnny said and shot a huge fireball at the trio, causing them to move out the way to avoid the fire.

Johnny flew in and tossed some more fire, though Morrigan blasted a Soul Fist at his face, "Naughty boy."

Logan rushed in to attack Leon with a punch to his jaw, knocking him back. Leon rubbed his face and delivered a kick to Logan's face, though it barely phased him and Logan threw another punch at Leon.

Leon rubbed his face a little, he could feel a bruise, "Damn, gotta think quickly."

Peter cautiously approached Felicia, who just stood there with a determined look.

"I really hate to fight you, you honestly look really adorable, like a kitty," Peter said.

Felicia blushed at that, "Aw, thanks, you're pretty nice. I don't wanna fight you either, but Ryu said to fight with honor."

"That's fine, I can respect that" Peter said.

"But don't worry, even if I do fight you, I still like you, and I wanna be your friend too," Felicia said.

"Yeah, same here," Peter said.

"Really? That's great! Now let's get to it!" Felicia said and went in for a punch, "Neko Punch!"

Peter dodged out the way and then dodged all of her claw attacks.

Meanwhile Morrigan and Johnny are fighting in mid-air, throwing and blocking various strikes at each other. Johnny eventually got in a punch to her face, causing her to stop and rub it, though she offered a sinister smile.

"Nice one, my turn now," Morrigan said and kicked his ribs and did a dive kick to knock him further down. Johnny then flew up with a double punch to her gut and a few more strikes and then back handed her, sending her down fast.

Morrigan stopped herself mid-air and flew up to attack some more but Johnny aimed his hoof and shot some fire at her to distract her so he can quickly fly around and elbow her hard in the sides and then kick her again.

Morrigan huffed a little, "Wow, you are strong."

"Fast too, these wings only boost my normal flying speed from when I was a human, plus training with my marefriend also helped," Johnny explained.

"How nice, let's continue this!" Morrigan said and flew back to attack Johnny.

Logan was still attacking Leon, throwing several punches at him. Leon feels grateful that Logan isn't using his claws, otherwise this would hurt much more.

"Man you're not only strong, you're quick too!" Leon said.

"Exactly bub!" Logan got in a shot to Leon's gut. "Hard fer most guys to keep up with."

Leon held his stomach a bit, then quickly did a back kick to Logan's face and then followed up with a punch, which hurt his hoof a bit.

"Damn, really should have prepared better for you," Leon said, then got back hoofed by Logan.

Morrigan noticed this from the air, "Oh no, Leon's in trouble!" She blasted Johnny back a little and then flew over to attack Wolverine. "Come try me!"

Logan dodged an attack from her and when she turned around to attack again, Logan had punched her a few times and did a strong blow to get the knock out.

Leon struggled to stand up and went after Logan but the X-Man quickly turned around for another quick punch to get the knock out on Leon.

Johnny flew over while slowly clapping his hooves, "Awesome job bro."

"Thanks, now for Parker to finish up his fight," Logan said and turned to see Felicia still trying to attack Peter.

Felicia was hoping to land an attack on Peter, though he still moved much faster than she could track. She seemed to be pretty frustrated and tried moved faster. Peter started to pity her a little so he slowed down so she could get at least one hit on him.

She was finally able to hit him, though between his endurance and her being worn out, she hurt herself when punching his face.

"Ow! My hoof!" Felicia held her hoof close to her while fighting back some tears. "I hurt my hoof!"

Peter looked concerned for his opponent, so he knelt down and removed his mask. "Can I see it?"

Felicia nodded while whimpering as Peter checked her hoof, "It's a little bruised, but you'll be fine."

Felicia nodded and noticed her teammates were knocked out. "I don't see a point in me fighting anymore, I'm not gonna be able to beat you guys, plus my hoof hurts. I forfeit."

Cadance spoke to the crowd, "Here are your winners! Johnny Storm, Wolverine, and the Amazing Spider-Mane!"

Johnny stood in a victory pose alongside Logan, who just stood there. Peter still looked over Felicia's hoof. "Want me to take you to the back and get some ice on this?"

Felicia nodded, "Yes please."

Peter grabbed her hoof gently and walked with her, though she was able to nuzzle him a bit. "Thanks Spider-Man."

"You can call me Peter."

"Ok, thanks Peter," Felicia gave him a kiss on the cheek as a show of gratitude.

Johnny shrugged and also walked back up the walkway. Logan was about to but saw Leon move a little. Having some pity for him, Logan then helped Leon up and patted his shoulder, "Yer a tough fighter."

Leon nodded, "Thanks Wolverine."

Soon all the participants had left the ring, leaving it ready for the next fight.

"Awesome! They just won! Again!" Rainbow said.

"Didn't even look like they were challenged though, that one cat girl started crying because she hurt her hoof!" Cloud complained.

"Cloud be nice," Tifa said.

"I'm sure they'll get a challenge soon, just be patient," Applejack said.

Superman crossed his forelegs with a smile, "He's a strong fighter, but also has a caring attitude."

"That's why I love him, he can be just as strong as he is gentle," Twilight said.

Ryu had seen this from the back, he didn't look too pleased, "That was a pathetic fight, we need to train Felicia some more!"

"Relax bro, I'm sure the other teams have this," Dante said.

"Yeah, let's just relax and wait," Chris suggested.

Claire herself looked unhappy, "Can't believe Leon lost. Oh well, at least he made it to the second round."

Cadance got the crowd's attention, "Isn't Peter the sweetest guy? Anyway time for the next round, the Marvel team of Wasp, Black Cat and X-23 vs. The Capcom team of Mega Man, Ken Masters and Jill Valentine!"

Spike grinned, "Sweet! Janet's up next! Go get em Janet!"

Soon both teams were in the ring, looking ready for a fight.

"Think we can get along a little better this time?" Janet asked.

"Don't worry, my attention is focused on those three over there, though I'm still trying to figure out who I want," Laura said.

"I'll probably take on that karate guy," Black Cat suggested.

Jill also looked over the situation, "Mega Man, you should probably go for Wasp, Ken and I can handle the other two."

"Sure thing Jill," Mega Man said.

"Let the fight begin!" Cadance said and hit the gong.

Mega Man rushed to attack Wasp but she shrunk down and started firing her bio-stingers in his face, causing him to try and sway her away.

"Come on little robot, show me what you got!" Janet taunted.

Mega Man snarled and managed to whack her back, though she turned back into Pony form to block a punch and shove him back. "Gotta be quicker!" She shrunk down again to continue her attacks.

Black Cat jumped at Ken with a dive kick though he side stepped and did a quick kick to her sides, causing her to stumble a bit. She threw a kick at his head, but he blocked and punched her gut and elbowed her face a few times.

Black Cat shook it off and punched his face a few times and did a kick to his gut, though he grabbed her and kneed her a few times, then punched her away.

Jill stood against Laura, both looking ready for a fight. Laura rushed in and kicked Jill back and caused her to roll. Laura went to attack again but Jill evaded and did a sweep of the legs and punched down, but Laura quickly moved and kneed Jill's face.

Jill did a spin kick to Laura's face to knock her back and rushed in to attack more, though Laura was a bit quicker and was able to side-step and kick Jill's sides, knocking her over.

Jill got back on her hooves and continues to throw strikes at Laura, most of them blocked, though one got her in the face. Laura though struck back hard and hit an uppercut.

Ken is still battling against Black Cat but noticed Jill struggling against Laura. He then kicked Black Cat back and rushed over to Jill, "Wanna swap?"

Jill nodded, "Sure thing."

Ken then approached Laura in a stance, "Now you fight me."

Jill walked over to Black Cat, "Let's see what you can do."

Mega Man is blocking some blasts from Janet. He's still having some trouble beating her, but he'll find a way to do so. When she flew in to blast him again, he whacked her back again, and as she transformed to break her fall, he fire a mega buster at the ground near her, making her stumble. He had his opening, so he rushed in and started hitting her with some punches and then kicked her to the side.

As Janet prepared to shrink down again, Mega Man rushed in with a head-butt to her forehead, and then delivered a strong punch to her face. Janet looked furious a hit a strong punch of her own, knocking Mega Man back a little.

"Come on, show that puny robot!" Spike shouted.

Mega Man's sister Roll didn't look too pleased when she heard Spike shout that. "Come on Rock! Don't lose to a bug!"

Spike rose his eyebrow when he heard that, "Is she kidding!?"

Ken and Laura matched a few blows themselves, Ken proving to be a little more difficult for Laura than Jill was. Laura knocked him back a little and did a circular kick to his head and then did a kick under his chin. She went in to throw some more punches until Ken parried one and punched her back.

Ken then rushed in and did a few quick punches and a Hurricane Kick to get her dizzy. He attacked with some medium kicks and some heavy punches and a knee to her head before flipping her over his shoulder. As Laura got up Ken fired a Hadouken at her to blast her back, nearly at the edge of the ring.

Laura snarled and rushed in to attack Ken again but he ducked one of her punches and delivered a few more strong punches to her, getting her a bit woozy from the damage she took. Laura had some bruises on her face and looked really out of it. Ken knew this was his chance. He ran in and did a Shoryuken to knock her out.

"No! Laura!" Fluttershy shouted for concern, something Limestone and Lightning Dust also felt.

In the ring, Jill is still battling Black Cat, throwing some kicks and occasional punches, knocking Black Cat back a little. Black Cat was able to hold her own against Jill, but that didn't make it an easy fight for her.

Black Cat elbowed Jill's head and punched her back a little, then went to attack again but she was interrupted by Ken who had ran in and did a jumping kick.

Black Cat stood up and saw that both Ken and Jill were ready to fight her.

"Come get me then," Black Cat said with a grin.

Both went to attack her, she fared well at first, blocking their strikes and getting a few attacks in on them, but soon they managed knock her off balance as they both delivered a high kick to her, and then Ken blasting her with a Hadouken, allowing Jill to finish with a jumping kick to her face to knock her out.

"Good, just one more!" Jill said.

Janet was flying around Mega Man in an attempt to get him dizzy. During this Ken had rushed in and kicked Janet to the ground. She stood up and had to evade a kick and fired some Bio Stingers at Ken's face. She grew back into her pony form and punched Ken a few times before shrinking again and blasting him hard enough to send him out the ring.

"Ha! Thought you could sneak up on me? Well think aga-" Janet's taunt was interrupted by Jill who had kicked her down. Janet stood up, rather annoyed at the action but was then blasted by Mega Man's buster and fell again. She had regrown into her pony form but Jill took this time to do a double knee stomp to her back.

Mega Man rushed in and punched her face a few times, then charged his buster and fired a blast that sent her flying out of the ring and colliding into the wall.

"Here are your winners, Mega Man, Jill Valentine and Ken Masters!" Cadane announced.

Spike looked really concerned for Janet. "Oh man, she took a bad hit there."

Limestone groaned, "Can't believe they lost! Now Laura won't be fighting anymore!"

"At least Black Cat didn't cause any problems this time," Pinkie stated.

Sonic chuckled at that, "Don't underestimate Mega Man."

Roll cheered for her brother, "Way to go Rock!"

Ryu watched on from the back, "The three of them always find a way to impress me in some way or another, I just hope they're ready for what's to come."

The ring cleared up, though Spike went to the fighters rest area to to go check on Janet, Lightning Dust also going due to her concern for Laura.

"Time for our third fight, the Marvel team of Gambit, Iceman and Deadpool vs. The Capcom team of Chun Li, Nathan Spencer and Strider Hiryu!" Cadance announced.

Applejack looked surprised, "Wow, Remy's gonna face the gal that trained Peter."

"My darling Bobby should do well, as long as that idiotic Deadpool doesn't mess things up!" Rarity said.

Soon both teams were in the ring, ready to face off. Chun Li gave a bow of respect to them before hand, which Remy and Bobby returned.

"So Chun Li, what's the plan here?" Spencer asked.

"I think Strider should face Deadpool, he can take him out quickly if need be. You should go for Iceman, your arm will do nicely against him. I'll go for Gambit," Chun Li said.

"Let the fight begin!" Cadance said and hit the gong.

Deadpool rushed in to attack but Strider moved in quickly and threw a few strikes at the eccentric ninja and then kicked him back. Deadpool stood up and got into a pose, "Alright, let's see how you like this!"

Deadpool rushed over and threw some wild punches, Strider blocking most of them, though when Deadpool hits Strider, he takes the time to taunt him, which gives Strider an opening to attack.

Spencer rushed over to punch Bobby but he shielded his body with his ice, though the punch still knocked him back. Bobby stopped using his ice and glided in to shoot some beams, though Spencer punched them out the way and rushed in to do another punch.

Bobby slid out the way and froze Spencer's feet and went into to throw some punches. Spencer whacked Bobby back and broke out the ice and rushed in to punch him again.

Chun Li threw some strikes at Remy, which he seemed to be able to dodge at the start, though as she increased her speed it became harder for Remy to keep up and soon Chun Li was able to hit a strong kick to Remy's head. Remy shook it off and did a jumping back kick to Chun Li's face and a strong punch afterwards.

Chun Li kicked Remy's sides afterwards and then kicked under his chin to make him stumble back. She went for a dive kick but he rolled out the way quickly and went to attack again but she was able to quickly block.

"Wow, you're pretty quick Gambit," Chun Li complimented.

"Much appreciated Chun Li," Remy said and continued to attack.

Deadpool is throwing a lot of quick jabs at Strider, often yelling out the punches, much to Strider's annoyance.

"Is it necessary for you to yell out all of your attacks!?" Strider asked.

"You Capcom losers do it, or do you not want us copying your style?" Deadpool asked.

Strider grew frustrated and threw a hard punch to Deadpool's gut, and then did a few extra strikes and managed to knock Deadpool right out the ring.

"What is he?" Strider asked and then turned around. "No matter, time to help my teammates."

Pinkie groaned from that, "Oh Deadpool, you were supposed to stay in a little longer."

Bobby noticed the situation, "Damn, Deadpool got eliminated."

Spencer tried to punch Bobby during the distraction but Bobby put up an ice shield and quickly moved out the way, causing Spencer to shatter the shield.

Remy also noticed this, "That idiot, we would have been better off with Aunt May." He dodged another attack and kicked Chun Li back.

Strider looked between Chun Li and Spencer, wondering if he should assist them. It looks like they were able to handle things right now, so he would wait until he's needed.

Spencer continued to attack Bobby, icey hero trying to evade and even tried freezing the bionic foreleg, though Spencer smashed it and went for a strong punch to knock Bobby near the edge of the ring, though Bobby used ice to prevent himself from falling out.

Bobby glided in to attack again and shot some ice attacks at him, though Spencer blocked with his arm and grabbed Bobby with his wire and pulled himself in do to a double kick to his chest area to send Bobby across the ring.

As Bobby stood up, Spencer rushed in and punched him into the air and jumped to up to punch him again, this time sending him flying off, landing far out of the ring.

"No! Bobby!" Rarity shouted.

Spencer wiped his head, "Tough kid, looks like we almost got this though." He saw Chun Li fighting against Remy. "Probably should end this now so we can move on."

Spencer went to attack Remy, luckily he noticed so he kicked Chun Li away and delivered a hard buck kick to Spencer's face, getting him dizzy. Remy threw some hard punches to Spencer afterwards. Chun Li went to attack with a diving kick but Remy dodged and she accidentally kicked Spencer.

"Sorry Spencer!" Chun Li said, then quick blocked an attack from Remy. Strider figured since Spencer's helping, he might as well just help end the fight too. He went to attack Remy just as Spencer was, though Remy quickly evaded, causing Spencer to accidentally punch Strider out the ring.

"Damn! You alright there Strider!?" Spencer asked.

Remy kicked Spencer aside and focused on Chun Li. He went in throwing some quick punches, hoping to get her out sooner than later. Chun Li had blocked and parried his attacks and got a kick in his gut.

Spencer went to attack again but Remy kicked his face and rammed him down. Spencer stood up and took a swing at him but Remy ducked and hit an uppercut to Spencer, knocking him to the edge of the ring.

Before Remy could attack more, Chun Li kicked him in the side. She then did her Flash kick attack to Remy, moving her legs faster than most can see, hitting Remy at every part of his upper body.

Chun Li then did her Spinning Bird Kick and at the end did an upwards kick that finally got her the knockout win over Remy.

"Here are your winners, Chun Li, Nathan Spencer and Strider Hiryu!" Cadance said.

The three celebrated their win in the ring, though in the crowd Applejack looked disappointed.

"Aw, kinda hoping that Remy would win," Applejack said.

"Yes, my poor Bobby is out of the tournament as well, I should go give him a nice hug and kiss, let him know that I still think he's a great fighter and hero," Rarity said.

"Yeah, they did their best," Apple Bloom said.

"Chun Li continues to amaze us though, right Jin?" Xiaoyu said.

"Yes, she does," Jin said. "She's one of the best from that world after all."

"At least Nathan advanced, even if it did mean that Remy and Bobby couldn't," Twilight said.

"And Deadpool!" Pinkie added.

Twilight groaned, "Fine, and Deadpool."

Ryu again had a look of confidence in the back, "Great work Chun Li, you win again. Now with us, we'll have three."

"We're up against The Avengers though, can we pull that off?" Chris asked.

"Don't doubt yourself or your team, come on, let's get ready," Ryu said.

Cadance spoke to the crowd, "Time for the next fight! On The Marvel side are The Avengers; Captain America, Iron Man and Hawkeye! And on the Capcom side are Ryu, Chris Redfield and Dante!"

Sunset seemed concerned, "Can Ryu handle The Avengers?"

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

Soon both teams were in the ring, staring each other down.

"I'll take Captain America," Ryu said. "Chris you can handle Hawkeye, Dante you go for Iron Man," Ryu said.

His teammates nodded as they faced off.

"Get ready men, this won't be easy," Cap said.

"Let the fight begin!" Cadance said as she gonged the bell.

Cap and Ryu immediately rushed at each other and started attacking, throwing punches and kicks, dodging and blocking, countering and parrying. These two fought with determination, eager to outdo each other. They both know who they're dealing with, they're ready for a big fight.

Iron Man rushed at Dante with a punch but he quickly sidestepped for a punch of his own, which was blocked and then Iron Man blasted Dante back a little with an Ion Beam. Iron Man flew at Dante but he was punched away as Dante rushed over for a jumping kick to his face.

Chris was evading punches from Hawkeye and got in a few of his own. Chris then went for another punch but Hawkeye blocked and elbowed Chris in the face. Hawkeye then kicked Chris back and flew in to attack again but Chris rammed him down and started punching him a bit, though Hawkeye broke free and knocked Chris off him.

Cap and Ryu were still at each other, their attacks seemed to be evenly matched, they each moved so quickly and almost perfectly. Eventually Cap got the upperhand when he managed to get Ryu with a punch to the jaw and a knee to his gut. Ryu stumbled back a bit but fought back hard when he rushed in on Cap and threw some hard strikes at him, knocking the Avenger leader back a little.

Cap then did a knee to Ryu's gut and threw a few more strikes at him, knocking him back with each strong blow, Ryu almost looking out of it. Ryu managed to parry a punch and hit Cap with a Shoryuken to knock him away.

"I knew he'd be tough, but he seems to be much stronger than I expected," Ryu said.

Cap got up and wiped his mouth a little, "Ryu's always been strong, this time he seems determined though."

Iron Man is throwing a series of punches at Dante, causing him to have to keep blocking, though he hadn't found a good opening, if he doesn't find one then Iron Man would have the advantage.

Dante took a chance and threw a punch randomly, though unfortunately it didn't work since Iron Man was able to sidestep and whack Dante down. Iron Man charged up a beam and fired at Dante, though he rolled out the way and ran in for a kick to his head and then a punch to his face.

Chris and Hawkeye were still going at it, Hawkeye doing some strong punches, causing some bruises on Chris's face, though he fought back with some knees to Hawkeye's gut. He then tossed a few punches of his own and delivered a strong straight punch to knock Hawkeye down.

"Man, these guys are tough, if we don't do something we might actually lose before we can even get to Spider-Man," Chris said.

Suddenly Dante landed next to him, "Damn, that freaken Iron Man..."

"Hey Dante, you got any ideas how to beat these guys?" Chris asked.

"Keep fighting, that's all I got," Dante said.

Chris sighed and focused on the opponents.

Iron Man and Hawkeye rushed in on Dante and Chris, throwing some fast punches, causing both guys to back up and dodge, leaving little room for an opening.

Dante managed to get a shot in on Iron Man's stomach area and then punch him off. Hawkeye's brief distraction over his teammate being attacked allowed Chris to go in for a strike of his own. Now Dante and Chris were the ones throwing the punches to the Avengers, striking them both hard and kicking them both back.

Ryu and Cap were still battling hard, striking each other at every moment. As Cap went for another strong attack, Ryu punched his gut and did some quick strikes before doing a Hadouken to knock Cap back to his teammates.

The Avengers stood together as Ryu stood with his teammates, both teams eyeing each other. All of them got into a fighting stance and stood apart from each other. Then at that moment, they rushed in and all attacked at the same time, causing a big collision between them. Afterwards, both Iron Man and Hawkeye were seen flying out the ring.

Cap was in alone but he wouldn't let that stop him. Before Chris and Dante could do anything, Ryu held his foreleg out, "No, I want him to myself!"

Chris and Dante respectfully stepped back as Ryu faced off against Cap.

Ryu and Cap went back into their series of attacks on each other, Ryu knew he had a chance to win, he just needed the right opening.

Cap fought hard, trying to hit Ryu and get the knock out but Ryu was a little too fast. Luckily Cap could be faster and was able to avoid Ryu's strikes. Ryu moved in faster, throwing more force strikes, Cap blocking or dodging most of them, with a few occasionally connecting with him.

Cap kicked Ryu's stomach and went for a few hard strikes, knocking Ryu around, getting him a bit dizzy. Cap then rushed in and did a few knees to Ryu's gut and punched him down.

"We gotta help him!" Dante said.

Chris shook his head, "No, if we go in now it's gonna upset Ryu. He wants to see if he can beat the leader of The Avengers."

Ryu continued fighting, eventually starting to block the attacks and throw some strong punches. He then kicked Cap back and fired a Hadouken, but Cap knocked his hooves aside, causing him to miss entirely.

Cap continued to attack, but once he missed a punch, Ryu found his opening. "Shin...SHORYUKEN!" Ryu hit his strongest version of his Shoryuken to finally defeat Cap and end the match.

"Here are your winners, Ryu, Chris Redfield and Dante!" Cadance announced.

The three stood there panting, this fight took quite a bit out of them. They started making their way to the back with Sunset cheering them on. "You did it guys!"

Twilight looked pretty annoyed, "Sunset, you do realize that as a result of this, Peter and his team need to fight three other teams in a row!"

Sunset stopped to register that fact, "Oh, you're right...hm, that's not good for Peter." Sunset shrugged, "But I'm still happy for Ryu."

Twilight face-hoofed, "Remember how much Peter did for you."

"Come on Twilight, I still love Peter, I just care about Ryu as well," Sunset said.

"Twilight let her cheer for Ryu all she wants, our colts are still gonna win," Rainbow said.

Twilight nodded and sighed, "I hope so."

Celestia felt pity for Cap at the moment though, "Oh Captain...at least you did your best. You're a strong fighter."

Cadance continued to speak, "Alright we'll let these teams rest a bit, but soon comes the end. Johnny Storm, Wolverine and Spider-Mane will soon do battle against three teams." Cadance realized what she just said. "Oh my...poor Peter..."

Peter had noticed this from the back, having a worried look in his eye. "Wait, now we have to fight THREE teams in a row!?"

Johnny patted his back, "Come on Peter, you saw how easily we defeated the other teams? We got this."

"Yeah but look at the teams we have to fight now! There's Mega Man and his team, Chun Li and her team, plus the top three guys from Capcom!" Peter said.

"Hey we can do this," Johnny said.

"Ryu, Chris and Dante just defeated The Avengers, led by Captain America. In fact they defeated both Avenger teams!" Peter said frantically.

"Hey come on, Cap's always said you're the best out of all of us, just because Cap lost doesn't mean you will. Remember Peter, I'm here to look out for you, we're bros," Johnny reassured.

Peter nodded and smiled, "Yeah, we are."

"In these rare moments, Torch is right, we'll be fine Parker," Logan said.

During the break, Twilight went to go find Peter in the rest area, accompanied by Superman. She saw talking with Logan and Johnny about the big fight.

"Peter?"

Peter looked to her and put on a friendly smile, "Hey Twilight, what's up?"

"Nothing really, just kinda worried about you, I know you're in for quite a challenge...how do you feel?"

"Bit nervous, but I think we can pull it off," Peter said.

"Dude don't 'think', know that we can pull it off," Johnny said.

Peter nodded, "Right, I know we can pull it off."

"That's good, remember we'll be cheering for you, alright?" Twilight said.

Superman had also approached Peter, "You're in for a big challenge, but I believe you can do it with plenty of hard work, alright Peter?"

"Yes Superman, thank you," Peter said excitedly.

Superman looked to Logan and Johnny, "I'm sure you'll both do good as well."

"Yeah, totally, thanks Superman!" Johnny said with a hint of excitement.

"Yeah, thanks," Logan said, not showing as much excitement.

Superman chuckled, "You remind me of Batman a little Wolverine."

"Batman huh? Personally he's my type of guy, not afraid to really kick ass when need be," Logan ended that with a smirk.

Superman nodded and walked off with Twilight while saying, "Good luck out there men." He then turned to Twilight and whispered, "He's almost as intimidating as Batman."

Twilight looked to Logan, then back to Superman. "He intimidates most, not me though. In a way he helps me feel safe as well. Tough as he is, he also has a soft spot for those he cares about, just ask Fluttershy."

Superman shrugged, "I can believe that. People think Batman's all tough and uncaring, but I know him personally, he's always there when you really need him. You ask his Bat Family and they'll tell you the same thing."

"Bat Family? You mean his sidekicks?" Twilight asked.

"Yes, they consider themselves a family much like The Fantastic Four do," Superman said.

"Wow...that's impressive, what else can you tell me about Batman? I'd ask but he doesn't seem too talkative," Twilight said.

"You just need to get on his good side, which is hard. I'm barely on his good side, and I'm one of the closest superhero friends he has, or at least one of the closest allies," Superman said. "But I think you have a chance, you're a nice and respectful pony, so he'll lighten up to you easier."

Twilight felt ecstatic, "Thank you Superman, come on let's hurry back to our seats!"

Sunset also found Ryu in the rest, "Hey Ryu! Got a second!?"

Ryu nodded and gestured her over. "What brings you here?"

"Nothing really, just here to congratulate you on a great fight. I'm really proud of you guys," Sunset said.

"Your support means a lot to us. Thanks for putting up with the three of us and being a good friend," Ryu said with a partial smile.

Sunset nodded, "I need to get back to my seat, see you later." She quickly hugged Ryu and trotted off.

As Ryu stretched his limbs, he heard Dante snicker. "What's so funny?"

"She likes you bro," Dante said.

"I know, she's our friend after all," Ryu said.

Dante groaned, "No, she really likes you."

Ryu looked confused, "Yes, she likes all of us."

Dante looked to Chris for some assistance, to which Chris shrugged.

"He'll figure it out later," Chris said.

Ryu felt a little curious, "Figure what out?"

Later on the arena was ready for some fighting as Cadance approached the ring. "Time for the final part of the tournament. If Johnny Storm, Wolverine and Spider-Mane can defeat three teams then they win for Marvel. However if any of those teams win then Capcom wins the tournament! Now for their first opponents, they will face the team of Ken Masters, Jill Valentine and Mega Man."

Both teams stood in the ring, Ken looking really eager for this, Jill and Mega Man just waiting for their moment.

"Let the fight begin!" Cadance said and hit the gong.

Ken stood there looking around, deciding who to go for. "I think I'll go after..." he smiled at his choice, "Wolverine."

Logan got in position, "Come at me then, bub."

Ken rushed in and threw a punch but Logan had blocked it and returned it hard. Ken went for a kick but Logan blocked that and did a kick of his own. Ken continues with his flurry of attacks, a lot of which Logan blocked or dodged.

Jill had engaged in a fight with Johnny, throwing around her kicks, Johnny blocking each one and punching her off, then tossing some fire. Jill cartwheeled out of the way from the fire and did a dive kick to Johnny's chest and then kicked the side of his head. Johnny then rushed in to punch Jill in the gut and then uppercut her.

Mega Man had went after Peter, but he blocked a lot of Mega Man's attacks. Mega Man kept punching a few times though he wasn't hitting. He then fired a Mega Buster attack at Peter's feet, causing him to leap and allowing Mega Man an opportunity to jump over and punch Peter down.

"You're going down Spider-Man!" Mega Man rushed in and got in a few more punches on Peter and then hit an uppercut.

Ken continued to attack Logan with some fast kicks and even tried his Hurricane kick, though Logan was able to totally block the move, much to Ken's surprise. "What!?"

Logan punched Ken back again, so Ken fired a Hadouken at Logan, though he clawed right through the blast.

"Ok, how?" Ken asked.

"You got this Logan!" Fluttershy cheered.

Logan went to attack again, throwing a few punches to get Ken a bit loopy and causing him to fall over. Logan approached Ken, ready to fight again though Ken quickly punched Logan pretty hard and finally had an opening to keep attacking.

Logan was surprised by this but he quickly was able to stop Ken's attacks and start his own again, hitting Ken hard in the face.

Jill and Johnny were still fighting a bit, Jill rushing in with her speedy punches and kicks, getting Johnny a bit worried on how fast she was. Jill then got Johnny hard in the gut and then punched him hard in his jaw.

Johnny back elbowed Jill in the face and blasted her back with some fire and rushed in to do a few kicks off his own and then a fire punch.

Jill shook off the pain and went to attack Johnny some more with some fast kicks, and a few strong punches as well, then kicking Johnny under his chin and doing a knee attack to his face.

Mega Man had been attacking Peter pretty roughly, throwing many punches at the webbed hero. Mega Man powered up his Mega Buster but Peter kicked it into the air, causing him to fire at nothing. Peter then punched Mega Man across the ring. When Mega Man stopped rolling, he looked up and saw Peter immediately standing there, to which he punched him again, sending him toward the other side.

Mega Man stopped rolling and got up, and was once again facing off against Peter. This time Peter kicked him across. Mega Man was getting a little dizzy, as he got up he immediately threw a punch, knowing Peter would be there, though Peter caught the punch and did a few more kicks, similar to Chun Li's flash kicks and an uppercut to finally knock Mega Man out.

"Almost hated having to do that, even if he was a pain lately," Peter said.

Ken was still fighting Logan, this time the blows being better matched. However Ken looked over and saw that Mega Man had been knocked out during his fight.

"What!? How!?" Ken shouted.

"Focus bub!" Logan shouted.

As Ken turned around, Logan punched him hard, then knocked him around a few times before ending it with a strong elbow.

Peter rushed over to Logan, "Great job, though I wonder how Johnny's doing?"

They looked to see that Johnny was still fighting Jill, but one quick thinking move allowed him to blast her across the ring to the outside, hitting the wall pretty hard.

"That answer yer question?" Logan asked.

"Here are your winners! Johnny Storm, Wolverine and Spider-Mane!" Cadance shouted with glee.

Everyone cheered, happy their favorite hero had won again.

"Just two more fights, so far I'm feeling great," Peter said.

Cadance approached Peter, "Great job, the next fight is in 10 minutes, is that enough time for you?"

"Should be fine, we didn't exhaust ourselves too badly," Peter said.

"Good," Cadance said and called to the crowd. "Next fight in 10 minutes! It will be Johnny Storm, Wolverine and Spider-Mane vs. Chun Li, Nathan Spencer and Strider Hiryu!"

While Peter should have known this would happen, he was still shocked the moment he heard that Chun Li would be his next opponent.

"Dude...we're going against Chun Li?" Johnny asked.

"Guess so," Peter replied, still in shock.

Twilight herself was surprised, "This should be interesting..."

Roll had a pout on her face, "Can't believe Rock lost."

"And Ken...oh well," Sakura said.

Chun Li had heard about her fight from the rest area, causing her to feel unsure. While she had a sense of determination, to go out and fight like she always does, she also realizes that she has to fight a good friend of hers. That shouldn't matter, she's fought her friends before, Peter would be no different.

But she felt a bit closer, she cared a lot about him, she did train him after all and he's the nicest guy she's known. In a way, Peter means a lot to her, she'd rather hug him and let him know that she loves him than go out to fight him.

But she told Peter she would go all out, she promised her team she would fight hard for them. Plus she knows that once it's over, she can be close to Peter like she already is. While she cares a lot about him, she also knows she has to fight and not hold back, she owes him that level of respect after all.

Soon it was time for the next fight. The two teams stood together in the ring, both eyeing each other, wondering what's gonna happen.

"Boys, feel free to fight whoever you want, but Peter's mine," Chun Li said.

Spencer looked surprised, "You sure about that? You care about him a lot after all."

"I know, but I want to see him at his best, when he fights seriously," Chun Li said. "I have to know how strong he is. Don't come to help me even if I might lose."

Strider nodded, "Right, will do then."

Peter had the same idea, "Guys...Chun Li's mine."

"We figured that," Johnny said.

"Just be careful Parker, she looks determined right now, she won't go easy on you," Logan said.

"I know, she promised she wouldn't. But I need to show her what I can do, she's my friend after all," Peter said.

Logan nodded, "Make her proud kid."

"Let the fight begin!" Cadance said with a gong.

"I'm going fer that ninja!" Logan shouted and rushed at Strider, colliding with him in battle.

"Then I get Spencer!" Johnny said and flew at Spencer, tossing fireballs that were blocked by the bionic arm.

Chun Li and Peter approached each other cautiously, then each got into a fighting stance, with Chun Li taking her usual battle stance and Peter adjusting into a crouch type stance.

As quick as lightning, both of them started attacking each other, Peter throwing and blocking her punches while Chun Li does the same. Chun Li knew to be careful about Peter's strength, but her days of training him have even taught her ways to fight him.

Chun Li knew to keep moving, trying to stay in one place too long won't work. She had to think fast though she knows he can think faster, she had to be quick though she knows he's quicker, but she also knows he can be beaten, this is a big test for both of them.

Peter knew to be careful himself, Chun Li knew how to fight opponents stronger than her and she knew what he could do. She's smart and knows how to move quick, he won't take her lightly.

Peter and Chun Li both ended their flurry of attacks with matched kicks.

They stopped a moment and then resumed at high speeds, really colliding with each other. They went all out in fighting, their speed amazing to watch by the other ponies.

Spencer ran after Johnny, still trying to attack him but Johnny blasted him back and flew in, shooting fire everywhere. Spencer grabbed Johnny by his shirt and tossed him but Johnny stopped mid-air and flew back at Spencer with a flamed punch.

The two started battling it out again, Johnny throwing the punches as Spencer blocked, though Spencer was starting to lose his balance. Johnny then kicked Spencer in the face and blasted him backwards.

Spencer grabbed Johnny and slammed him down. He tried to zip in for a double kick but Johnny side-stepped and blasted Spencer almost out the ring. Spencer rushed back, continuing to attack Johnny, hoping to knock him out the ring eventually, though Johnny kept moving around and ducking.

Spencer rolled to the side and went for another punch, hitting Johnny in the gut and then hitting an uppercut into the air, though Johnny was able to stop himself from going higher and fired down a strong blast at Spencer.

Spencer rolled out the way and used his grapple to pull Johnny down fast, though Johnny blasted fire at Spencer's hooves to get him off balance and then rushed in for some quick punches and kicked Spencer around a little.

Spencer panted a bit, he went for one more punch but Johnny again side stepped and blasted Spencer a few times, eventually sending him out the ring.

"Yeah Johnny!" Rainbow shouted.

Strider and Logan continued their battle, blocking punches and strikes, Logan occasionally slashing at Strider though Strider was able to avoid it and kick Logan off.

Strider rushed in with a few more strikes, though Logan was able to block and punch Strider a bit. Strider shook it off and hit Logan hard in the face with a kick and then punched Logan a few times more and knocked him to the edge of the ring.

Logan quickly rushed in and did a hard strike to Strider's face and then a knee to his gut, finally a punch across the ring, though Strider rushed in to return the punches.

Logan punched Strider a few times, really doing some damage to him, though Strider was able to block and return the punches. Logan however blocked them and kneed Strider in the gut and elbowed his face a few times. He then hit Strider with an uppercut, knocking him far back.

Strider rushed over and kicked Logan in the gut, then hit a few uppercuts, the two continuing on until Logan finally got the upperhand with some quick punches and eventually knocked out Strider, making two down.

"Yay Logan!" Fluttershy shouted.

Peter and Chun Li continued to go at it, like they promised neither held back, both fought with much fury and passion. Chun Li enjoyed the thrill of fighting someone as strong as Peter while Peter enjoyed living up to Chun Li's expectations. The two were perfectly matched, both barely getting a strike in on each other.

Eventually they both started doing the Flash kick, both connecting each time, neither getting an attack in.

"Look at them, they really know each other well," Twilight said.

The two continued on and stopped once they realized neither would get an attack in. They resumed the fight, punching, blocking, kicking, fighting all over the ring, really fighting each other, wanting to leave an impression.

Peter tried punching Chun Li but she ducked out of the way and went for a kick, though Peter quickly blocked it and jumped back. Chun Li rushed over to do a dive kick but Peter stepped aside and tried to punch her from behind, though Chun Li blocked it and went for a kick, which Peter jumped back from.

Peter jumped into the air and tried to kick down at Chun Li but she jumped out the way and went for a strike to his face, but he moved aside and went went for a punch, which she grabbed and tried to flip him over, but he landed on his hooves and tried to flip her, but she also landed on her hooves.

Chun Li quickly turned around with her leg up, trying to kick the side of his face, though Peter jumped back and rushed in to punch her gut, but she jumped on his hoof and tried to kick his face but he jumped back to avoid it, Chun Li landing back on her hooves.

Peter and Chun Li then threw another punch at each other, this time both of them hit each other in the face at the same time, knocking each other a bit dizzy. The two stopped a moment to catch their breath before rushing in at each other and continuing the fight, both moving at increased speed.

Johnny and Logan actually stood back and let them fight, the two had been going on for several minutes, neither side getting exhausted, though eventually one would find an advantage.

Chun Li had side stepped Peter and hit a Kikoken attack on him to knock him back. She went for her Spinning Bird Kick but he parried each attack and kicked her gut. She stood up to attack again but this time Peter was ready. As she went for a punch, he quickly ducked to the side and hit her right in the gut and then punched her hard enough to send her to the edge of the ring.

Chun Li stood up and found herself face to face with Peter. Peter grinned at her and then kicked her out the ring, sending her colliding into the wall. "I win."

"Here are your winners! Johnny Storm, Wolverine and Spider-Mane!" Cadance announced.

Twilight sighed in relief, "At least Peter won."

Sonic still looked impressed by their speed, "Yo Jacky, can you believe there's fighters out there who kick faster than you!?"

"Pfft, we'll see who kicks who faster," Jacky said.

Rainbow crossed her forelegs, "Sorry, but I don't see how you or anypony else can kick faster."

The Flash cleared his throat, "With all due respect to Spider-Man and Chun Li, I think I can kick a lot faster than them."

"Flash, don't make a competition out of it, it's not important who's faster," Superman said.

Flash grinned, "You're just saying that because I'm faster than you."

Superman did a face-hoof at that, "All I care about is being fast enough to help others."

"Yeah, quit bugging Superman!" Sunset shouted, then toned it back upon realizing she's still talking to a Justice League member, "Um, Mr. Flash, sir."

Batman shook his head, "Hey if you have something to say to him don't hold back."

"Yeah, he has a tendency to act a lot cooler than he thinks he is," Lantern said.

Flash shrugged, "I can't help it, sometimes a guy needs to show off a bit."

Rainbow grinned at that, "I should challenge that guy to a race, and that hedgehog too."

Xiaoyu pouted a bit, "Shame Chun Li lost."

"At least Ryu gets to fight Spider-Man, that's what I want to see," Jin said with a grin.

Twilight realized his point, "Oh no...Peter has to fight Ryu now."

Sunset realized what this meant too, her closest friend has to fight a friend she had recently made. She loves Peter and should cheer for him, but she also cares about Ryu.

"Peter will be fine, he can do anything," Rumble said.

"Yes, he can do anything," Trixie added.

"Except beat Ryu probably," Cloud bluntly stated, earning a glare from the others. "You can be unhappy all you want but the facts remain. Ryu's a strong fighter"

Tifa groaned, "Cloud, don't say anything that's gonna make them angry."

"Like it's my fault they're that loyal to Spider-Man," Cloud said.

"Boy he really called you all out," Yuri joked, getting a glare from the others.

"Ignore Yuri, he tends to act a little arrogant now and again," Rita said. "But I think Spider-Man will be fine, he can win this."

"My daddy along with Uncle Johnny and Uncle Logan can do this, they're strong!" Mayday said.

Twilight ruffled her mane, "I'm sure they can dear."

Chun Li still looked pretty hurt, she hit the wall pretty hard. Peter waited til she seemed ready to stand before offering his hoof to help her up.

"You ok?" Peter asked with concern in his voice.

"I'll be fine, this was the most fun I've had in awhile though, thanks for the good fight," Chun Li said with a satisfied grin.

Peter looked a bit sad, "Sorry if I hurt you."

"Peter I'm a fighter, I can handle it. Besides I'm really happy right now, you fought so well, and I'm so proud of you," Chun Li said. "Like I said, I had fun. You gave me a good fight and you won, this actually motivates me to train harder and be a better fighter, thank you."

Peter then pulled her into a hug, "Thanks for being my teacher, and my friend."

Chun Li hugged back, "So strong, yet so sweet." Chun Li looked to him with affection, "I almost couldn't bring myself to fight you honestly. You've become so close to me Peter, and I've come to care about you a lot. You're not just my favorite superhero and my martial arts student, you're my friend and I love you." She kissed his muzzle, "I always will."

Peter blushed a little from that, "Thanks, you're my friend too Chun Li, and as my friend, I love you as well."

Chun Li smiled from hearing that, though as much as she wanted to continue hugging Peter, she had to break off. She gave him a serious stare. "You have one more fight though, I don't have to tell you how tough it will be, because you already know that. So be ready."

Peter nodded, "I will be, thanks."

Chun Li nodded and made her way to the rest area with her teammates, Spencer having to assist Strider.

Peter sighed as he stepped in the ring. "We have one more challenge guys." He looked at the sight of Ryu, Chris and Dante at the other end of the walkway. "And they're waiting."

Ryu looked happy, he anticipated this, "Take your rest Spider-Man, I want you at you at your strongest."

Peter and Ryu faced off from the opposite sides, eagerly waiting for the big fight. Time to settle things.