Spiders & Magic: Capcom Invasion

by Masterob

Mistrust All Around

Peter waited in his room a bit, mowing over a lot of things in his mind; dealing with Wesker, finding Sweetie Belle, the fate of his home world, and Johnny's questionable advice, the same advice that spawned an angry and very dangerous Twilight Sparkle.

Peter walked to the Balcony of the Treebrary and looked out to Ponyville. He saw a bunch of happy faces, such as Derpy with Dinky and Dr. Hooves, he saw Lyra chatting with Octavia, he saw Applejack & Gambit walking together. He has to admit it's nice to see them get along, though Gambit seemed especially friendly with Applejack, which raised Peter's curiosity. He also saw Apple Bloom and Scootaloo with Rumble. Seems like they're doing their best to make Rumble feel a bit at ease during this whole Thunderlane situation, really nice of them to do honestly.

However things took a bad turn when Applejack noticed Rumble alongside the Crusaders, and she didn't look happy about it. Remy noticed her look of unhappiness, "What's wrong? Did Remy say something that upset you?"

Applejack shook her head, "No, it's that foal there, ah don't fully trust him around mah sister".

Remy looked at the foals, "You mean that orange one?"

Applejack raised her eyebrow, "Huh? No she's not a colt, I'm talking about the gray one".

Remy had a slight blush at his mishap, "Oh, my bad...not very masculine looking is he? Then again neither is Peter Parker or Vega so..."

Applejack just stared like 'are you kidding?', "Peter don't look like a mare, he's just cuter than most stallions. Vega...well he looks a bit feminine so I'll give you that", Applejack shook her head, "Land Sakes! That ain't the point, mah point is that ah don't trust that colt near mah sister, he's the one who got Sweetie Belle captured by those freaks...er no offense, since you were with them at the time."

Remy waved it off, "No worries, Remy knows what he did".

Applejack nodded, "Right, anyway ah don't trust him, especially considering how much of a menace and a nuisance his brother is, the way he talked that mean stuff about Peter, even after he was nearly killed by that Wesker creep. Not to mention the stuff he said about me and mah friends...and mah Apple Brown Betties."

Remy nodded, "Remy understands your frustrations, the only advice Remy can give is that if you don't trust your sister near that young colt, then tell that colt to take a hike. This is a war time, no room for taking chances, it's the time to protect your loved ones, besides how foolish must that colt have been to let Sweetie Belle run around unsupervised like that, could happen to your sister".

Applejack felt a great concern, "Yeah, ah should", she approached Rumble and The Crusaders, "Hey, you! Young colt!" Rumble looked to Applejack and pointed to himself as if to say 'Me?' "Yeah you! Get your flank over here!"

Rumble looked a bit concerned, Apple Bloom and Scootaloo looked curious, what did Applejack want with Rumble? And why was she acting unfriendly? "Get over here now young colt! I ain't gonna repeat myself!"

Rumble hesitantly approached Applejack, still unsure of what she wants. Peter watched form the balcony, he didn't like where this was going, but he was gonna see how it went for now.

Rumble stood before Applejack still somewhat nervous, "Yes miss?"

"Listen, ah know what you did regarding Sweetie Belle, ah know your negligence got her captured, and ah know for damn sure that ah ain't gonna chance that happening with mah sister!" Applejack warned.

Rumble seemed to cower a bit as Applejack laid down the law, "So until this whole thing blows over, those villains captured and your good-fer-nothing brother is dealt with for his nonsense, ah don't want you near mah sister, at least not by yourselves. The last thing ah want is you letting her get captured too!"

Peter couldn't believe what he just heard, why is Applejack being unfriendly all of a sudden? This isn't like her. Plus the fact that her attitude is scaring Rumble a bit and it seems to be a shock to Scootaloo and Apple Bloom.

"But Miss Applejack, I wouldn't let anything bad happen to Apple Bloom, especially after what happened with Sweetie Belle, honest!" Rumble pleaded.

However Applejack wasn't gonna buy it, "Don't talk to me about honesty boy, ah know honesty, fact is that ah can't trust you near mah sister of her friends, so like ah said, y'all gonna have to take a hike".

Apple Bloom stepped forward, "Applejack, what are you doing? Me and Scootaloo are trying to comfort him. His brother's gone off the deep end and he's dealing with some personal problems, he doesn't need you yelling at him like this!"

"Ah ain't yelling, I'm just being firm, being with this colt right now ain't a good idea, not by yerselves at least, ah ain't about to let you get captured as well, who knows what that creep Vega would do to you", Applejack said.

Rumble looked a bit nervous, but was comforted by Scootaloo, reassuring him that he'll be fine.

Apple Bloom furrowed her brow at Applejack, "First off, ah can handle myself, with all due respect to Sweetie Belle, she ain't exactly that smart, especially with her raging hormones. As fer me, ah ain't some boy crazed filly like she is, ah ain't gonna go with some bad boy, in fact I'd be happy just dating somepony like Rumble."

Rumble blushed madly, "You really mean that Apple Bloom?"

Apple Bloom smiled genuinely at him, "Of course, Sweetie may have been to blind to see it but ah can definitely say I'd pick you over some edgy bad boy", she turned back to Applejack with a more confident face, "So you have nothing to worry about sis".

Peter chuckled, "Aw, Apple Bloom's gonna have a special pony in her life", he then did a 'frame shot' of the two with his hooves, "They grow up so fast".

Applejack, however, didn't look to happy, "You ain't dating him, ah forbid it."

Rumble looked unhappy hearing that, "But Miss Applejack, if you let me date her I'd be more than capable and willing to watch over her, we could be a great couple like Spider-Mane and Princess Twilight."

"Ah said 'no' boy, now go back to yer foalsitters. Apple Bloom, you and Scootaloo are coming with me and Remy", Applejack gestured over to Remy, who simply waved.

"Hello little ponies," Remy said.

Apple Bloom groaned, "This isn't fair sis, ah should be able to make my own choices on this matter".

"Yer too young, let's go", Applejack ordered.

Rumble approached Apple Bloom, "Don't worry, just go with your sister, we'll work something out", he then pat her back a little.

Something about that set Applejack off, "Get yer filthy hooves off mah sister!"

Rumble got startled and ran away in fear. Applejack still huffing before turning back to Apple Bloom, who looked furious, even more so because Applejack yelling at Rumble also caused Scootaloo to run off, "You scared them off!"

"That's the idea, now let's-", she was interrupted by the sound of a throat clearing, she turned around and saw Peter waiting behind her.

"Applejack, what was that about?"

Applejack glared, "With all due respect Pete, this ain't got nothing to do with ya, this is between me and Apple Bloom".

Peter gave a look that says 'I don't think so', "Applejack, you just scared away a young foal, my duty is to protect all life in Equestria, from as high as royalty to low as a young foal, and I can't look away as a young colt gets yelled at. Especially since he never did anything wrong."

"He was being too friendly with mah sister, after what happened with Sweetie Belle ah need to protect mah sister", Applejack explained, "The last thing ah need is for her to get kidnapped like Sweetie Belle did."

Apple Bloom groaned, "Ah ain't gonna get kidnapped, ah think I'm a bit smarter than that."

Applejack sighed, "Ah know you are but that don't mean it can't happen, better safe than sorry."

"I agree with that", Remy said.

Peter glared at Remy, "You're not helping."

Remy shrugged a bit, "Technically I'm helping Applejack."

Peter glared at him, "Seriously Remy? Even you should realize how ridiculous this is."

Applejack groaned a bit, a little annoyed on how long this is dragging out, "Peter, let me handle Apple Bloom, ah am her big sister."

"And I'm her big brother, so I have just as much reason to be concerned."

Applejack furrowed her brow, "Peter, you ain't her big brother, Big Macintosh is! This 'Big Brother' thing is fine fer the most part but in the end yer not her older brother, don't get carried away with that!"

Peter looked a little hurt, he always saw Apple Bloom as a younger sister, for Applejack to deny that upset him a little, but he could accept that she's well within her right to do so.

Apple Bloom also looked upset on hearing that, she too considered Peter a Big Brother, with all due respect to Big Macintosh, she loved him as well and considered him to be a great brother too, she hated hearing Applejack say that to Peter.

"Just answer me this", Peter started asking, "Are you truly concerned for Apple Bloom or do you just hate Thunderlane so much you would take your frustrations out on his little brother?"

Applejack went silent a moment, "Pete...you have just as much of a reason as ah do to not like Thunderlane, after everything he's said and done so far, you can't fault me, and honestly you should hate him just as much."

"I can't fault Rumble just because his older brother's being a jerk. If I hated people based on their family members I never would respect Thor as much as I do, I never would have been best friends with Harry Osborn, and if Dante wasn't such a jerk I'd probably like him even though Vergil is a very dangerous threat".

Applejack wouldn't admit defeat though, "Just let me handle this Pete! Stop concerning yerself with mah family business!"

Peter groaned, "Apple Bloom's like family to me too, like my little sister".

"You ain't her Big Brother!" Applejack said again, "Just because you use her as your little sister doesn't make you her big brother!"

Peter once again felt some degree of pain from Applejack's comments. Nonetheless he had to press on, "Just please don't take your frustrations out on Rumble, he doesn't deserve it".

Applejack rubbed her head while she thought. She turned to Remy, "What's yer take in this?"

Remy shrugged, "Give him a shot a I guess, just make sure you have a chaperone".

Applejack could live with that idea, then she turned to Peter, "One chance, that's all I'll give him, on mah terms."

That seemed to make Peter feel relieved, but Applejack wasn't done talking, "But if anything happens to Apple Bloom, anything at all, then it's gonna be on you Peter!".

Story of Peter's life it seems, something bad happens, blame Spider-Man, or Spider-Mane in this case, "Fine, I'll take responsibility for Rumble and Apple Bloom".

"Responsibility for what?" they heard. Twilight had arrived on the scene. "What's going on?"

Peter waved it off a bit, "Nothing, just solving a little dispute, see Applejack is being a little protective over Apple Bloom".

Apple Bloom scoffed, "More like a lot overprotective, Rumble's a nice friendly colt, ah don't know why mah sister doesn't want me near him, just because his brother's a jerk doesn't mean anything".

Twilight glared at Applejack, "Is this true? Are you shunning Rumble because of this thing with Thunderlane?"

"Twilight, I'm just watching over mah sister, just like you watched over yer brother, need I remind you of that incident in Canterlot when he was gonna get married?" Applejack asked.

"I was protective because I sensed evil, I have yet to sense any type of evil in Rumble", Twilight pointed out.

Applejack let out a big annoyed sigh, "Just let me handle mah family business! I'll deal with this when ah get home! Let's go Apple Bloom!"

Applejack started walking off, Remy and Apple Bloom started to follow, but Twilight teleported in front of Applejack, "One more thing AJ", she got in close, "Don't ever put any blame on Peter, I've made that apparent to you before. You do not blame Peter for anything beyond his control, you do not blame him for simple mistakes, case in point, don't do anything to further his guilt complex. If there's one thing I hate is seeing Peter put so much weight on his shoulders, and it doesn't help when you add to it!"

"Maybe the guilt complex helps in this case", Applejack said.

Twilight got in her face further, "DON'T, take advantage of Peter's guilt complex!"

Applejack glared, "Step out of mah way Twilight". Twilight stood her ground for a moment longer before standing aside, keeping a close eye on Applejack as she walked off with Apple Bloom and Remy.

Before Remy left, Peter approached him, "Yo Remy, are you like...dating Applejack or something?"

Remy nodded, "Yeah, she's a nice mare to be around".

Peter looked surprised, "You've barely been in this world and you're already ok with dating a pony? Took me a while to get used to the idea".

"Any regrets?" Remy asked. Once Peter shook his head, he continued, "Then there's nothing to worry about, the way Remy sees it is that Applejack is like any other girl back home, except she's a pony. Also knowing that you came here because you loved a pony, Remy wanted to see what it was like to be with a pony, Applejack was already pretty, so why not? Besides Remy love de country accent".

"Um speaking of which...what about Rogue?" Peter asked.

Gambit shrugged, "Eh, it's like playing cards, sometimes you wanna try a new hand and see how that works for you, it's just curiosity. So far dis girl be quite the catch, dis keeps up, Remy might stay in dis world, could use another superhero, wouldn't you agree Mon Ami?"

Peter shrugged a bit, "I guess, if you're ok then more power to you, I've always found Twilight very attractive whether she be human or pony, it's nice that you have your eyes open like that, just try to make sure she relaxes and eases off on this whole Rumble thing".

Remy shook his head, "No can do Peter, Applejack has a point in this, when it comes to war, you can't take any chances".

Peter groaned, "Seriously, I could use your help on this Remy".

Remy shook his head, "Sorry, this Cajun ain't gonna get on that mare's bad side, but maybe I can help her ease up, but it's best if that little colt keep his distance for now".

Peter rubbed his forehead a bit, "Fine...better than nothing I guess". Gambit nodded and walked off with Applejack and Apple Bloom.

Twilight approached Peter with an exhausted like look on her face, "We really need to fix these issues ASAP".

Peter nodded, "Tell me about it". He looked over to the distance and saw Rumble stick his head out from behind a bush, looking around in fear to see if Applejack was still there. "Hey Rumble! You can come out now, she's gone!"

Rumble stepped out the bushes, looking around cautiously, he then approached Peter and Twilight, "Why is Applejack mad at me? Did I do something bad? If I did, I'm really sorry".

Peter ruffled his mane, "You didn't do anything bad, you're just a victim of circumstance, just like me," he put on a goofy smile.

Rumble looked down sadly, "I don't blame her, it's my fault Sweetie Belle got captured, I didn't use good judgment, I might just get Apple Bloom captured as well."

Peter pitied Rumble, "Come on kid, don't blame yourself, some things you just can't help, you shouldn't take blame for things like that, it's not healthy."

Twilight grinned at Peter, "Well now, this is a surprise, Peter Parker is telling another not to feel guilty about things, such an odd occurrence."

Peter just realized what he said, "I see your point Twilight", he focused on Rumble, "For the record, I think you're a nice young pony, and I think you and Apple Bloom would make the cutest couple, it'll be like me and Twilight. After all girls like Twilight and Apple Bloom are good for guys like me and you, they're smart, pretty and take charge, keep guys like us in shape and remind us that life is never that bad", he looked to Twilight, "Especially when you're fortunate enough to wake up with them always by your side, no matter what stupid mistakes you make."

Twilight blushed a bit and kissed Peter's cheek. Peter blushed as well and looked to Rumble, "Don't worry about others, and don't let what your brother's doing affect you."

Twilight approached Rumble and stroked the side of his head, "Don't worry about Applejack, she'll mellow out and apologize to you, then you and Apple Bloom can resume your friendship."

Rumble nodded, "Ok Princess Twilight".

Twilight put her hood up, "Remember, you can just call me Twilight".

Rumble nodded, "Right, sorry, but thanks for being so nice Twilight".

Twilight then kissed the top of Rumble's head, causing him to blush a little, "Such a sweet boy, now run along, I'm sure your foalsitters are looking for you."

Rumble nodded again, "Yes, I will. Bye Twilight. Bye Peter!", he flew into town in search of his foalsitters Flitter and Cloudchaser.

Twilight and Peter stood together with a smile. "He's such a cute boy, makes me want a son", Twilight said.

Peter nodded, "Yeah, a son would be great, can go along with our precious little daughter".

Twilight nodded, "Speaking of which, let's go inside, see the others".

Peter nodded, then remembered one thing, "Wait, did you ever catch up to Johnny?"

Twilight's demeanor darkened, "Yeah, I did", her voice was low and a bit evil sounding. Peter nervously sweated, "And what happened when you caught up to him?"

Twilight grinned a bit, "He begged me for mercy, telling me he would never say anything that stupid again...but of course, I wasn't gonna buy it".

Peter's eyes widened, "Wait, you didn't hurt him did you!?"

Twilight shook her head, "No, mainly because Rainbow Dash came along, but I was close", She did a sinister type laugh, similar to King Sombra, "So very close, close enough to show him what true fear is, for him to bow at my feet as his almighty ruler", she sighed happily and evilly, "So breathtaking".

Peter was worried now, she sounds like Wesker at this point, he could seriously imagine her with Sombra like eyes. "He knows who's the dominant one in this world, never cross The Princess".

Peter shivered at how cold Twilight's voice sounded. Suddenly she turned to him as her cheerful self, "Let's go check on the others".

Peter found it a bit odd and unsettling the way Twilight can go from sinister like to happy and cheerful in a matter of moments, but decided not to press that issue. He just hoped Johnny was alright. Though he also wondered what life would be like if Twilight was an evil overlord?

Fantasy Moment

Twilight is sitting on a throne in the Wasteland of Equestria, her eyes glowing green like King Sombra, a crown on her head, a dark cape, smiling and watching over the fallen cities.

Thunderlane, himself in chains, was fanning Twilight as she sat down. "Faster Slave!" she shouted, causing Thunderlane to go faster.

Several ponies walked around in chains, looking very miserable and fearful as Twilight's guards, The Elements of Harmony, along with Trixie, kept the ponies in line.

Vega, Shocker and Lightning Dust were seen dragging a huge statue of Twilight around, while Twilight barked orders, "A little more to the left!"

They obeyed and started moving a bit, then Twilight shouted, "Actually a bit more to the right!" This was very frustrating, the statue was very heavy but they dealt with it.

Mayday was being carted around Ponyville by several ponies as well, enjoying the ride, "Come on! Move faster! I command it!!"

Johnny was near Twilight's throne, a leash around his neck, with a chain attached, brining Twilight a drink.

"Good work Johnny, now leave my sight", Twilight said. Johnny nodded and backed away.

As she drank from her cup, Peter arrived, in slave like clothing, and wrapped his hooves around Twilight's waist while he rested his head on her chest, "My Princess".

Twilight rubbed his head, "Does my sweet little Peter want some attention?"

Peter nodded, "Yes Princess, I have been very naughty lately, I must be disciplined", he looked up into her eyes, "Punish me"

Twilight grinned, "If you say so, my slave of love". She then used her magic to summon a few whips and a ball gag, "It's gonna be a long night".

Peter purred against Twilight, "Yes my Princess". Twilight and Peter started making out at the throne, ready for some serious love making.

End Fantasy

Peter is seen blushing, "Wonder if Twilight's willing to do any role playing?"

After the duo then went inside, they were greeted by Logan, Trixie & Spike, each with a slight grin on their face.

"Hey Twilight, think you screamed out enough?" Logan asked, earning a chuckle from Spike & Trixie, and causing Twilight blush in shame.

"Sorry, Peter told me about something Johnny said, and it really got on my nerves", Twilight admitted.

"Did you go after him? What happened? Did you beat him up?" Spike asked.

Twilight shook her head, "No, I did scare the daylights out of him though", Twilight said and did a sly smile.

Logan grinned and patted Twilight's head, "Atta girl, don't take Johnny's bullshit lying down". Twilight did a sqee smile.

Trixie spoke up, "What did Johny say anyway?" Twilight wasn't ready for that Question, "I'll tell you later, I do need to discuss it with Peter, just please give us a little privacy in this matter though".

Logan nodded, "Makes sense, just remember we're not too far away kid, let me know if you need any assistance". Trixie nodded, "I'm here for you too Twilight, and you Peter". Spike nodded, "Ditto".

Twilight put on an honest smile, "Aw, I love all 3 of you, you're great friends, more than that, you're all family".

"Even Logan?" Spike asked. Twilight nodded, "Of course, he's like an older brother sometimes, plus Mayday adores him, right sweetie?"

Mayday nodded, "Like a big teddy bear". That comment caused Logan to blush a little in embarrassment, "Come on kid, I ain't no teddy bear".

Mayday approached him, "Yeah you are, I know because I wanna hug you, like this", Mayday gave Wolverine and affectionate hug, furthering his awkward feeling, and blushing in anger from the snickering heard all around.

"I swear I'm gonna kill you for this Parker", Logan said.

Peter's jaw dropped a little, "Why me!? What did I specifically do?"

"Can't kill Mayday, she's just a kid, can't kill Trixie & Spike, they're not the parents, and since I like Twilight a bit better than you, then you'll be the one to feel my wrath".

Peter groaned, "Parker luck strikes again, though I'd rather I get hurt than Trixie, Spike, Mayday or Twilight so I'm cool with that".

Logan grinned, "I know you are, you're a noble guy like that, even if you bug me to no end sometimes".

Peter did an awkward chuckle, Twilight led Peter away, "Come Peter, let's talk a moment".

Peter nodded and followed Twilight upstairs. Logan turned to Spike and Trixie, who still had smiles on their faces, "For the record, I have no problem hurting either of you".

Trixie & Spike looked a little freaked by Logan, Spike decided to come up with an excuse to leave, "Oh, look at the time, I should go help Rarity with some…stuff, yeah stuff", he quickly ran out the Library.

Trixie also looked concerned, "I should go get some food for us to eat later, can't have enough food, it keeps you alive", she chuckled a bit, though mentally slapped herself for the lame choice of words. She too then left in a heartbeat.

Logan grinned, "Still got it".

Peter and Twilight entered their room; Twilight shut the door behind them and turned to Peter with a serious expression, "I would like to discuss with you what Johnny said".

Peter felt his heart drop and started to ramble, "Twilight I swear I had nothing to do with that idea, it was all Johnny, please don't leave me", he went to her while looking into her eyes, practically on his knees, "I love you so much Twilight! Please don't let me lose that!"

Twilight calmed Peter down, he looked on the verge of tears, "Peter, take it easy, I know it wasn't your idea, I believe you when you say it isn't, and I would never leave you Peter", she kissed him in a reassuring way and looked into his eyes, "I love you, I know you would never consider something like that".

Peter calmed down a bit, "Sorry, I just can't stand the idea of losing you, you're the most important thing in my life, aside from Mayday."

Twilight nodded, "I know that Peter, but I still wanna discuss what Johnny said, and I hate to say it, but maybe he has a point."

Peter looked concerned and curious, "How so? What point could he possibly have!?"

Twilight took a breath, "After I caught up with him, he elaborated more on what he meant, especially considering I had him at my mercy. Although it was hard to divulge what he meant in his panicked state, I think I get his point about you and other mares".

Peter was even more curious, "What are you getting at Twilight?"

Twilight decided to spit it out, "Maybe you should try out his idea".

Peter's eyes bulged and he cleaned out his ears, "Can you repeat that? It sounded like you said to try his idea out".

Twilight nodded, "I did Peter, I think you should, it could probably help".

Peter was at a loss for words, was his wife encouraging him to sleep with another mare? "Twilight, do you realize what you're asking me to do!? I mean, I can't do something like that! For God's sake I'm your husband, I'm only supposed to be with you, I only want to be with you, why would you suggest I take Johnny's advice? He's not very smart sometimes! In fact he's pretty stupid on occasion! This is one of those occasions!"

Twilight took a breath, she knew this wouldn't be easy and she expected this, "Peter, the reason you're so upset about what you did in that alternate timeline is not just because you thought you betrayed me, but you were so mad at yourself for doing it, and you said yourself, you're worried you don't love me and it breaks your heart", she looked at him with a serious expression, "You need a way to prove it and maybe Johnny has a good point on this".

Peter started to chuckle a bit, almost as if he's going insane, "This is a joke, you're just testing me to see what I'll say. Twilight I give you my word, I am loyal only to you, and nopony else, that's all I want it to be!"

Twilight put her hooves on his shoulders, "Peter…I know how much you love me, but you also need to prove to yourself that you do. Now I'm not gonna make you do this, but it's ok for you to consider it, I mean some couples separate for stuff like this because they're not sure, you have a chance to do it without the separation, try a mare or two, then compare it, if you do truly love me, then you'll realize it never meant much aside from some cheap thrill".

Peter looked really bummed, he hates having to go through this, he let out a big sigh, "Fine, I'll think about it, though I hate the idea of doing something like this".

Twilight smiled at him and hugged him, "I know, maybe you won't have to, but if you must then I'll be there for you", he looked him in the eye, "As long as you don't get carried away".

Peter nodded, "No way, no girl can match your beauty and brains".

Twilight blushed, "Also if it helps, wer can keep it among our friends, we know Luna likes you, so maybe ask her, or ask Trixie, she is our roommate, or any of our friends, it doesn't have to be a complete stranger, not yet at least, work your way up".

Peter blushed a bit, he really didn't want to go through this, though instead of just saying 'no', he found a way to probably get out of it without Twilight bringing it up again, "Ok, I'll try the idea, on one condition".

Twilight looked curious, "What would that condition be?"

Peter grinned, "You have to join us, I won't cheat on you, but I'll gladly have a 3 way".

Twilight blushed, "Me? Join in? For a 3 way?"

Peter grinned, he had her now, there's no way she would agree to…, "Ok, I'm in".

Peter blinked, "Wait, what?"

Twilight continued, "We'll try your idea, if it'll help you then I'm all for it".

Peter couldn't believe this, his plan backfired, Twilight then started making her way out the room, "I should get a book on this, such an interesting experiment, but I must make sure it's done right", she left the room and turned to Peter, "Think of some mares, we can go over them later".

After she left, Peter simply blinked a few times and fell backwards on his bed, "When did my life turn into some weird Harem FanFiction?"

Back in the Crystal Empire, Wesker is talking with Dr. Doom on their communicator; they're still discussing new plans for the multi-verse domination.

"Good news is we managed to capture an Empire, bad news is that we lost control over the 3 X-Men plus one of my guys got left behind and is possibly incarcerated", Wesker said.

"Small price to pay, what of Spider-Man and his allies?" Doom asked. "We left them in critical condition, we could have finished the rest, but unfortunately my old pupil Chris Redfield arrived alongside Vergil's brother Dante and that troublesome warrior Ryu".

Doom groaned, "Damn, must be the doing of Reed Richards. No matter, I can get you some replacements, I just finished work on an updated device to control even the strongest of wills, I'm testing it out right now".

Wesker grew curious, "On whom may I ask?"

Doom grinned, "None other than Earth's Mightiest Heroes themselves".

Wesker looked surprised, "The Avengers? Quite a feat I should say."

Doom nodded, "Yes, so far they're doing well, they've managed to capture not only more from my world, but yours as well", soon we'll lead a full scale Invasion on Equestria and rule the three realms".

"Why stop there? Our realm has encountered other realms after all, such as that realm with the Iron Fist Warriors", Wesker said.

"Indeed, plus that realm with that Caped Superhero with the amazing power", Doom said.

"Nonetheless, some of my allies were heavily injured in battle, Spider-Man broke the wings on a Pegasus I recruited, sprained the wrists of Shocker, including damaging his gauntlets, plus he decimated the ribs of Vega", Wesker said.

Doom pondered, "I may have a solution, I'm gonna be sending an ally that can help your allies to an extent, while that's being done, I'm gonna call for The Avengers and get them to Equestria ASAP".

Wesker nodded, "Sounds good". A few minutes later, a portal opened a mare with a red coat and brownish-black mane appeared, with a few lego like robots by her side.

"Hello Wesker, good to see ya".

Wesker looked surprised, "Tron Bonne? You're the one Doom sent?"

Tron nodded, "That's right, he pays extremely well, goes straight to my funding for more robots. I have some devices that can help you and your allies, including weapons, but first take me to your injured friends if you don't mind."

Wesker nodded, "Very well, come on". Wesker led Tron and her Servbots away.

Back in the Marvel world, Chun Li and Nathan Spencer are rushing through the battlefield that was once New York City, taking out every Skrull in their path.

Chun Li used her martial arts skills to kick them all back ranging from her flash kicks to her Spinning Bird Kick, and even firing the Kikoken on occasion, while Spencer fired his sub machine gun, The Tungsten, at the skrulls but mainly used his Bionic Arm to knock them all back.

"How much farther?" Spencer asked while shooting.

"A little more, Guile and Leon are just up ahead!" Chun Li answered, leading the way.

Back with Guile, he is doing his best to fend off The Avengers, using his Sonic Boom to knock back Iron Man, but Captain America had whacked him a bit with his Shield.

Leon opened fire on Hulk with his TMP, though obviously didn't work well, so he tossed a few grenades at him to knock him back a little, "A lot tougher than any B.O.W. I've faced".

Thor used lightning to strike at Guile and Leon, both dodging out the way and still fighting. Guile engaged in a mini battle against Captain America, matching his blows and even hitting Cap on occasion, but Cap managed to punch Guile back.

Leon rushed in and managed to kick Cap in the face, but Cap retaliated by striking Leon back with his Shield and then Iron Man rushed in and punched Leon way.

Thor tossed his mighty hammer, The Mjölnir, right at Guile's gut and the pain plus the following shock was enough to render Guile unable to continue fighting.

"Shit, on my own now, man these guys are definitely a lot tougher than William Birkin or Osmund Saddler", Leon said, aiming his gun at the four Avengers.

Luckily Chun Li and Spencer arrived on the scene, Chun Li knocking Iron Man back with a Kikoken, and Spencer using his Bionic Arm to punch Hluk back.

Leon sighed in relief, "Glad you're both here, though Guile's down and we're still out numbered".

Spencer grinned, "We may be out numbered, but we're in no way out matched". Chun Li turned to Spencer, "Don't get too cocky, they're Earth's Mightiest Heroes for a reason, we're definitely gonna have out hands full here".

The Avengers stared down the Capcom heroes, but before they can attack, they got a message from Doom in their ear piece, "Return to my lair at once! I have a new assignment for you!"

Cap turned to his allies, "We've got duties elsewhere, let's go!" He started leading them away from the fight.

"Hey wait a minute!" Spencer said and went to attack but Iron Man shot an Ion blast that Spencer blocked last minute with his arm.

Chun Li went to check on him, "Are you hurt?" Spencer shook his head, "I'm fine, but we can't let those goons get away!"

Before he can go after them, Chun Li stopped him, "Wait, let's not attack them, let's follow them, they're probably heading to Dr. Doom right now, they can probably lead us to him".

Spencer realized her point, "Smart thinking, that's why you're the leader".

Chun Li nodded, "A leader is nothing without her troops though, now let's hurry Spencer".

Before they could leave, Leon called to them, "What about me!?"

Chun Li looked back at Leon, "Get Guile to safety, Spencer and I are gonna pursue the Avengers".

Leon nodded, "Sure thing boss lady". Leon did what he was told as Chun Li and Spencer followed The Avengers.

Meanwhile back in Equestria, Trixie is at the marketplace gathering a few items for her and her home to eat. While there she passed by Applejack's apple stand, "Hi there Applejack, business good?"

Applejack nodded, "Yeah, just me, Big Mac and Remy, he's trying to charm a few mares into buying our apples", they turned to Gambit, who was giving the mares flirtatious eyes, though some didn't seem too interested and simply walked off, leaving him a little dejected, "He's trying at least".

Trixie nodded, "That's good, at least he's helping, better than what I did, I'm still ashamed on how I basically blackmailed Peter into staying at Twilight's place, he's done so much for me too".

Applejack gave her a reassuring smile, "That's just Peter being the nice friendly guy he is, always sees the good in others, despite so many hating him…makes one feel so foolish".

Trixie detected a little sadness in her voice, "Is something concerning you Applejack?"

Applejack shook her head, "I'm fine, go one with yer business".

Trixie shrugged, "Suit yourself", she was about to leave, but Applejack called to her, "Wait, can ah ask you a fair question?"

Trixie nodded, "Sure thing, what is it?"

Applejack rubbed her head a little shyly, "Let's say you had a little sister, and she wanted to be with a boy, but you don't like that boy's brother because he said something bad about everyone you cared about, would you not want your sister associating with that boy?"

Trixie looked a bit curious, but then realized that the 'little sister' is her way of saying Apple Bloom and the 'boy' in question was in fact Rumble, and the 'brother' being Thunderlane. Trixie remembers that little Pipebomb speech Thunderlane spewed out the day prior.

"Kinda strange to be asking me that question, I'm normally not the pony to talk to about grudges, given the one I once had against you and your friends".

Applejack nodded, "Ah see, sorry for wasting your time".

Before Trixie left, she said one final thing, "And I'm sure you realized what holding a grudge did for me at first, and that what my life was like when I learned to forgive and not judge others, because I know all too well what it's like to be judged for something you had no control over, that's why I'm so thankful for Peter and Twilight, it's never good to hold a grudge, and never good to blame others".

Applejack looked to Trixie, who simply smiled to her as if to say, 'You know what you must do', and then walked off.

Applejack then looked up to the sky, "Ah shouldn't have been so unfriendly to Peter, he's a great guy who always means well, and maybe ah shouldn't treat that young colt like ah did, he can't help it if his brother's a chump", She then had a determined look, "Ah owe them both an apology".

Back in the Marvel world, Chun Li and Spencer had finally caught up to where The Avengers were heading, they were quiet enough not to draw attention and kept an eye on The Avengers. The place in question was guarded though, by Doombots and Skrulls.

"Damn, do we just barge in?" Spencer asked. Chun Li shook her head, "Too dangerous, we should try to do this with stealth".

"Did someone say stealth?" a voice behind them said. They turned around and saw Hawkeye & Wasp.

"More Avengers!" Spencer got in fighting position, but Wasp put her hands in the air defensively, "Whoa, relax, we're not mind controlled, we're survivors".

Spencer glared, "You're still Marvel Chumps, we don't need ya here, so buzz off".

Hawkeye glared back, "Hey pal we have just as much reason to be here too, those are our friends and we want to save them!"

The two stard down, but Chun Li got in the middle, "Enough, let's not fight", she turned to Spencer, "They have a point, I'm sure they're worried for their friends, plus we could use the help".

Spencer looked confused, "We can't trust them, they're from Marvel, their world and our world are fierce rivals!"

"Yes, but now is not the time for that rivalry", she turned to Hawkeye and Wasp, "Now is a time for truce".

Wasp nodded to Chun Li, showing she's willing to put the rivalry aside. Hawkeye looked hesitant but he also gave his nod of approval, despite Spencer rubbing him the wrong way.

Chun Li focused her attention back to Spencer, "If they can help us then that's all that matters, we need to stop Doom and Wesker before they take over all the worlds".

Spencer groaned and then let out a sigh, "Fine, have it your way."

Chun Li nodded and turned to the heroes, "How will you be able to help us?"

"I can shrink down and distract the guards while Hawkeye used his arrows to take them out from afar, and use that tactic as we go through the base," Wasp explained.

Chun Li nodded, "Sounds good, lead the way". Wasp then shrunk down and approached the guards and blasted them a bit.

"Destroy invader", a Doombot said as the guards tried swatting Wasp, but she was pretty fast. Hawkeye used his arrows to destroy the Doombots and take out The Skrulls, specifically using the ice arrows for that.

"Nice work, let's hurry up", Chun Li said. They all went to the front gate; Hawkeye used some arrows with plungers to shoot some security cameras. They then proceeded through the base, carefully taking out all Skrulls and Doombots.

As they continued they encountered a room that had Doom, The Avengers and a giant portal. They quietly snuck into the room and waited near a corner to listen in on the plans Doom was giving to The Avengers.

"You four are to go to Equestria and assist Albert Wesker and his allies, you are to help them take down the Princesses of that world, capture Spider-Man and possibly his wife Princess Twilight Sparkle and eliminate Ryu, Dante and Chris Redfield, do you understand your orders men?"

The Avengers nodded, "Also once in Equestria, you will be taking the form of a Pony, so you're gonna have to get used to your new forms quickly, do you understand those instructions?" The Avengers again nodded, "Good, now enter the portal", Doom opened the portal and the 4 went through.

This surprised the four invaders, to know that The Avengers are about to take over another world. Doom then left the room to handle other business, leaving the Invaders alone. They immediately rushed to the portal and checked it out.

"Wow, another portal, just like the one Reed Richards has", Chun Li said.

Hawkeye looked around, "Also a bit like Stark's".

Chun Li turned to Spencer, "Think you can hack it?"

Spencer nodded, "Yeah, wait are you thinking about going to this Equestria place?"

Chun Li nodded, "We must, their world is in danger, plus we need to help Ryu, Chris and Dante, not to mention Spider-Man's also in trouble".

Spencer rolled his eyes, "Spider-Man? What's so great about him anyway that all these villains are interested in him? He's just some puny kid that swings on a web, any moron can do that. You wanna see swinging, check out my moves, I can fight in the air better than Spider-Man."

Wasp glared, "Can you not talk about my friend like that? I think he's great just so you know, personally I'd love to see him again, missed him last time he was here. I heard he had a dragon with him, that sounds really cool too."

Chun Li nodded, "Besides Spencer, Spider-Man is a great fighter and a great hero. He's actually one of the few Marvel residents I have respect for", she turned to Hawkeye and Wasp, "No offense you two". They gave a sign of 'none taken', Chun Li continued, "We need to help him." Chun Li blushed, "Besides, I kinda miss him myself."

Spencer looked curious, "Wait what? What could you possibly miss about him?"

Chun Li grinned, "I like his dorky attitude, makes him cute to me".

Wasp giggled, "A lot of girls find him cute honestly. I've seen him without his mask, he's very handsome".

Chun Li nodded, "I've seen pictures myself, that Twilight Sparkle girl is very lucky".

Spencer rolled his eyes a little, "Fine, we get it, he's a great looking guy, apparently. I've seen pictures myself, looks like a nerd honestly".

Hawkeye spoke up, "This might sound strange but I agree with Spencer, enough getting all giddy about Spider-Man, let's just tackle the job at hand."

The four nodded and Spencer started to hack and found the place and the coordinates of where they last went.

"Don't open the portal right at their coordinates, we could end up walking into a trap, put it a little further back," Chun Li warned. Spencer nodded and put it so they were not too far but not too close. The portal opened up and the 5 jumped through, ready to tackle the task at hand.

Also in Equestria, Ryu, Chris and Dante are walking along, on their way to Canterlot, hoping to get a few answers there.

"Once we head into that city, we can find out a few things about this world," Chris said.

"Think the ponies would talk though? They might know we're outsiders and likely not trust us," Dante said.

"They better, their world is at stake, hopefully we can find a few answers from them, one way or another," Chris said.

"I can help you with that", they heard from above. They looked to see Thunderlane approach them, offering a friendly yet smug smile, "Name's Thunderlane, I saw you 3 in Ponyville yesterday, you really laid it onto Spider-Mane verbally, though I finished the job after you left, bringing up all the crap he caused our world and how these ponies still love him because he's oh so handsome and stuff like that."

Chris looked a bit suspicious of Thunderlane, mainly the hood, but he was curious about him, especially hearing that he doesn't care for Spider-Man, or Spider-Mane. Chris thinks that name sounds stupid honestly, as does Dante.

Dante himself seemed a bit interested; he liked his style plus his name sounds cooler, "Nice to meet you Thunderlane, name's Dante, these are my friends Chris Redfield and Ryu."

Chris and Ryu waved to Thunderlane, who then proceeded to speak, "Nice to meet you 3, I take it you're here to find that Wesker guy, and since you need some help, added to the fact that you hate Spider-Mane as much as I do, maybe we can form some sort of alliance, I can give you all the details you need".

This raised the curiosity of the Capcom heroes, Chris spoke next, "What can you tell us?"

Thunderlane had a satisfied smile, he had this wrapped up, "Let's walk and talk bros", he walked with the guys as they all shared some info.

Also in Ponyville, Rumble's foasitters Flitter and Cloudchaser are looking over some stuff for Rumble. His brother was his caretaker, with him on the run and Rumble's parents not being around, plus those two not being able to support a colt living with them, they were concerned as to what they needed to do.

"What do we do now sis? Who's gonna take care of Rumble?" Flitter asked.

"I don't know, but we need to figure something out quickly, otherwise Rumble's gonna be sent to an orphanage or something", Cloudchaser said.

As they thought, Rumble arrived home, feeling a bit cheerful, "Hi Flitter, hi CC".

They waved at him with fake smiles to hide their concern. "You seem cheerful today Rumble", Flitter said.

Rumble nodded cheerfully, "Yeah, I just talked to Spider-Mane and Twilight Sparkle, they're really nice ponies, they came to my aid after a mare got angry and yelled at me."

Cloudchaser looked angry, "Who yelled at you? I'll kick her ass!" Flitter calmed her down.

"Easy CC, Peter and Twilight handled it", Rumble said.

"Fine, glad to know they seem to care for you, despite what that brother of yours said", Cloudchaser stated.

That made Rumble a very sad, the situation his brother's in was still a sore spot, "I miss him, even if he was mean. I don't know why he hates Spider-Mane, he's really nice, I'd really like to visit him more, maybe he wouldn't mind, do you think so girls?"

The two nodded, then Cloudchaser had an idea, "That's it!"

Rumble looked confused, "What's it?"

Cloudchaser shook her head, "Nothing, just go eat or something, I need to discuss something with Flitter".

Rumble shrugged and left the sisters alone. Flitter looked curious, "What's up?"

"I have some ideas, but I can say that later, we will be paying a visit to the Parker-Sparkle family home", Cloudchaser said.

Flitter looked confused, but it died down when Cloudchaser started explaining her ideas, which Flitter was hopeful would work.

Author's Note:

Everything's nice in Ponyville, can't say the same about New York City though.

Also Peter has some weird fantasies, does Twilight have the same ones?

Comments

[edCOM02]

Thunderlane doesn't trust Spider-Mane or anypony like him, the Capcom Heroes don't trust the Marvel Heroes well enough and AJ doesn't trust Rumble just because he's Thunderlane's brother and after what happened with Sweetie Belle. This chapter's title pretty much sums this up!

Applejack wouldn't admit defeat though, "Just let me handle this Pete! Stop concerning yerself with mah family business!"
Peter groaned, "Apple Bloom's like family to me too, like my little sister".
"You ain't her Big Brother!" Applejack said again, "Just because you use her as your little sister doesn't make you her big brother!"

Well that was harsh of AJ. She really needs to chill out and stop being such a stubborn ol' mule.

Peter found it a bit odd and unsettling the way Twilight can go from sinister like to happy and cheerful in a matter of moments, but decided not to press that issue. He just hoped Johnny was alright. Though he also wondered what life would be like if Twilight was an evil overlord?
Fantasy Moment
Twilight is sitting on a throne in the Wasteland of Equestria, her eyes glowing green like King Sombra, a crown on her head, a dark cape, smiling and watching over the fallen cities.
Thunderlane, himself in chains, was fanning Twilight as she sat down. "Faster Slave!" she shouted, causing Thunderlane to go faster.
Several ponies walked around in chains, looking very miserable and fearful as Twilight's guards, The Elements of Harmony, kept the ponies in line.
Vega, Shocker & Lightning Dust were seen dragging a huge statue of Twilight around, while Twilight barked orders, "A little more to the left!"
They obeyed and started moving a bit, then Twilight shouted, "Actually a bit more to the right!" This was very frustrating, the statue was very heavy but they dealt with it.
Mayday was being carted around Ponyville by several ponies as well, enjoying the ride, "Faster slaves! Faster!"
Johnny was near Twilight's throne, a leash around his neck, with a chain attached, brining Twilight a drink.
"Good work Johnny, now leave my sight", Twilight said. Johnny nodded and backed away.
As she drank from her cup, Peter arrived, in slave like clothing, and wrapped his hooves around Twilight's waist while he rested his head on her chest, "My Princess".
Twilight rubbed his head, "Does my sweet little Peter want some attention?"
Peter nodded, "Yes Princess, I have been very naughty lately, I must be disciplined", he looked up into her eyes, "Punish me"
Twilight grinned, "If you say so, my slave of love". She then used her magic to summon a few whips and a ball gag, "It's gonna be a long night".
Peter purred against Twilight, "Yes my Princess". Twilight and Peter started making out at the throne, ready for some serious love making.
End Fantasy
Peter is seen blushing, "Wonder if Twilight's willing to do any role playing?"

I smell foreshadowing! Be careful what you wish for, Web-Head. Because it might come true...
orig06.deviantart.net/5d1e/f/2013/346/f/b/princess_twivine_sparkle_true_form_by_kaylathehedgehog-d6xovwx.png

[Masterob]

6282654
Don't forget that Spencer originally didn't trust Hawkeye or Wasp.

Also, shots fired from AJ for sure.

As for Peter...strange fantasies he has.

[Saphirus92]

it’s funny how the villians can learn to work together, but the heroes can’t...
also
----

Applejack wouldn't admit defeat though, "Just let me handle this Pete! Stop concerning yerself with mah family business!"
Peter groaned, "Apple Bloom's like family to me too, like my little sister".
"You ain't her Big Brother!" Applejack said again, "Just because you use her as your little sister doesn't make you her big brother!"

Ouch AJ, just...ouch.
----

Twilight looked curious, "What would that condition be?"

Peter grinned, "You have to join us, I won't cheat on you, but I'll gladly have a 3 way".

Twilight blushed, "Me? Join in? For a 3 way?"

Peter grinned, he had her now, there's no way she would agree to…, "Ok, I'm in".

Peter blinked, "Wait, what?"

Twilight continued, "We'll try your idea, if it'll help you then I'm all for it".

I did not see that coming.

[Edguy0009]

Anyone else feel like hurting Thunderlane? Because I do with a M1 Garand to shoot his wings off or something along those lines.