Spiders & Magic: Adventures

by Masterob

Marvel vs. Capcom II

The Marvel and Capcom team continued to stand and wait in the middle of the martial arts ring. Peter looked around the stadium, watching as many ponies cheered him and his friends on. He looked over to his wife Twilight, his daughter Mayday, and the rest of his family; Trixie, Aunt May and Rumble, wondering how they must be feeling right now, seeing him about to enter a big battle.

Twilight could sense Peter's worry, she could only hope that once the fight ended, then Marvel and Capcom could end their rivalry, there's so much the warriors the two worlds could do as friends rather than rivals.

Ryu occasionally glanced to the crowd, especially in the guest area where he saw the closest pony he had to a friend in Equestria, Sunset Shimmer, just watching on with worry of her own. Ryu could hardly believe how caring this pony had been to him despite his rivalry with Spider-Man. This tournament however wasn't just to continue a rivalry, but for Ryu to prove himself and clear his mind of any doubt of his strength.

Logan started to feel impatient, "So when does this thing start? I'm itching fer a fight."

"Soon, first let me explain the rules," Cadance said and cleared her throat to speak to the crowd. "Alright Fillies and Gentlecolts, here are the rules of this tournament. Each side will have eight teams, with three ponies in each one, where they will do battle until all members of one team are unable to continue. Remember all teammates must be down in order to lose, so as long as there's one teammates standing on one team at the end, then that team wins! To win, you must knock out your opponent, get them to forfeit or you must get them out the ring. Remember this is a competition, try not to go too overboard with the fighting"

Cadance waited a moment to continue, letting the crowd do their cheering. "Now we'll start out with a total of eight battles, the winning teams will move on to the next round. This will continues until every team on one side has been defeated!"

Peter rose his hand, "Wait, how does that work though? What is the next round?"

"Good question Peter, what that means is that this tournament will continue depending on how many teams are left. If four on each side win, then the fights in the next round will be even," Cadance's expression tensed a little. "But if one side has say seven wins and the other has only one, then that one side would have to face seven teams."

Peter looked a bit concerned, "So me and my allies can end up in that unfair scenario?"

"It won't happen Peter," Remy assured. "I know my team can win, plus the others have good chances."

"Don't be surprised if we win all our fights today," Iron Man said.

"Don't count on that," Ryu said. "I've competed in several of these tournaments, this will NOT be an easy win for any of you!"

"He's not wrong," Cap said. "This will be an interesting scenario, all each team can hope to do is their absolute best."

Cadance nodded, "Exactly, now to announce the match ups. The event itself will last about two says should we go into a second round, the winning teams will have at least one day of rest."

"Sounds fair," Johnny said.

"Also certain items cannot be used in this tournament, including Gambit's staff and cards, Captain America's shield and Spider-Mane's web-shooters. Exceptions have been made for Spencer's bionic arm since it's part of his body and Iron Man's armor, his has been designed to be tournament fair...whatever that means," Cadance said. "Oh and of course exceptions have also been made for the robot fighters, that's about all I can do."

Peter nodded, "Alright, we're ready."

"First fight for today will be the Marvel team of Thor, Hulk and Ms. Marvel to take on the Capcom team of...Ryu, Chris and Dante!" Cadance announced.

Ryu raised his eyebrow, "So we get the first match?" He looked over to Thor and his team. "Against members of the Avengers?"

"You three have been a major reason this tournament is happening, it's fitting that you get the first match, against a formidable team I would say," Cadance said.

"This should be fun," Ms. Marvel said with a grin.

"Hulk smash puny Capcom fighters!" Hulk said.

Chris crossed his forelegs, "Wait, you don't plan on giving us really hard match ups and letting your brother-in-law have it easy do you?"

"Considering how strong Peter is, he doesn't need easy," Cadance said confidently. "Anyway the second match will be the Marvel team of Cyclops, Jean Grey and Storm vs. the Capcom team of Ken, Jill and Mega Man!"

Ken looked over to the X-Men members he would be fighting, "Seems fitting, gonna be fun fighting those X-Men again."

"I hope for your sake you've gotten stronger Ken Masters," Cyclops said.

"I hope you learned some new moves Cyclops," Ken stated.

"The third match will be the Marvel team of Wasp, X-23 and Black Cat vs. the Capcom team of Carlos, Gene and Hayato!" Cadance announced.

"Those three random guys? Fine with us," Janet said.

"Random? You're one to talk!" Carlos complained.

"The fourth match will be the Marvel team of Captain America, Iron Man and Hawkeye vs. the Capcom team of Frank West, Viewtiful Joe and Amaterasu!" Cadance announced.

Iron Man looked over at his opponents, "So a kid playing superhero, a random photographer and a wolf?"

"Don't underestimate them, especially Amaterasu," Cap said.

Their opponents looked a little unsure about fighting the Avengers, they could only hope to handle them.

"The fifth match will be the Marvel team of Mr. Fantastic, The Invisible Woman and The Thing vs. the Capcom team of Chun Li, Nathan Spencer and Strider Hiryu!" Cadance announced.

Chun Li looked over to three of the Fantastic Four, "Wow, what a fight."

"Not gonna be easy, but definitely will be fun," Spencer said while showing off his bionic foreleg.

Ben scratched his head a little, "That's gonna be quite a challenge."

"The sixth match will be the Marvel team of Gambit, Iceman and Deadpool vs. the Capcom team of Cammy, Guile and Crimson Viper!" Cadance said.

Remy smirked at his opponents, "This should be fun..."

Guile stretched his foreleg a bit, "Almost like X-Men vs. Street Fighter again."

"The seventh match will be the Marvel team of Daredevil, Elektra and The Punisher vs. the Capcom team of Leon, Morrigan and Felicia!" Cadance said.

Leon raised his eyebrow, "Those aren't the typical heroes."

Candace beamed a big smile for this one, "And finally, match number eight is the Capcom team of X, Zero and Trish vs. the Marvel team of Wolverine, Johnny Storm and...Spider-Mane!"

The ponies cheered loudly at the last part, causing Peter to smile and blush.

"Oh sure, make a big deal out of him why don't you?" Zero said.

Cadance gave a smug stare to Zero, "You know he's a big hero right? In the Multiverse nonetheless. He's also a prince here, even before being married to my sister-in-law Princess Twilight. Ponies love him, so I am gonna make a big deal out of him."

"I just hope you didn't put him against us thinking we'll be an easy win for him, because we won't," Zero said.

"Like I said, Peter's strong enough to handle all of you I would say," Cadance said.

Zero glared angrily at Peter, "For that, I will be sure to make your humiliation last!"

Peter gave a dumbfounded look, "What did I do? I didn't say any of that stuff!?"

Logan patted his back, "Don't worry kid, we'll teach him a lesson. Remember yer not in this alone."

"That's right bro," Johnny said. "Me and Logan are gonna be by your side during this, even if it does end up being us against all of Capcom."

"Hey have a little faith in us Torch!" Laura shouted.

"Just giving my bro a little pep talk," Johnny explained.

"Considering how strong he is, Peter's the last pony who needs a pep talk," Remy said, then looked over to Cap. "Or at least second to last."

"Peter's strong but he does lack confidence unfortunately, Johnny's right in trying to cheer him up," Cap said.

Cadance approached Peter, "Good luck Peter, I probably shouldn't play favorites, but in your case I am. You're my family after all."

"Thanks Cadance, I'll do my best in this," Peter assured.

"That's all we want, just do your best, we love you Peter," Cadance said and kissed his cheek. She looked to Logan and Johnny, "Please watch over him, and be careful yourselves."

"We got this," Logan reassured.

Chun Li approached Peter with a bow, "Good luck, and be careful. X, Zero and Trish are very strong fighters, just remember your training."

"Thanks Chun Li, I wish you luck too," Peter said.

"Yeah, my family isn't called the World's Greatest Heroes for nothing," Johnny reminded.

"I believe that, but just to be sure, there won't be any harsh feelings between us after the fight right? I'm gonna be giving it my all against them," Chun Li warned.

"Hey, do what you gotta do, we're all competitors. Besides if you do somehow win, I'll just take my chance at you then," Johnny said with a grin.

"I'd love to fight you, all three of you," Chun Li got in closer to Peter's face. "Especially you Peter, I wanna see how strong you are outside a practice spar."

"Sure thing," Peter said.

Cadance got everyone's attention. "Please make your way to the back area, the first fight starts in a half hour!"

Soon the fighters started making their way to the back, going to prepare for their fights, making strategies against their opponents.

Twilight felt some concern, "So...what does everypony make of the upcoming fights?"

"Janet will be fine," Spike said. "I'm sure she and Laura will work well together."

"What about Felicia? Or Felicia Hardy I mean," Twilight said, remembering the other Felicia. "Amazing there's two cat girls named 'Felicia'."

"Who knows?" Spike said. "Anyway she's a good fighter in her own right, she just needs to get along. But those three guys they're fighting, pretty random looking."

"That shouldn't matter, they could be much stronger than we realize," Twilight said.

"We don't even know anything about them," Fluttershy added in.

"Doesn't mean Janet can't win. She's a member of The Avengers, she's already a great hero on that alone, plus she works well in a team," Spike said.

"How exactly did they end up in a team? And with Felicia?" Twilight asked.

"Janet did tell me if she had to choose, she would go with Felicia, mainly since she knew nopony else would. She wanted to give her a chance," Spike said.

"Plus Laura's good on her own, she's got this," Limestone added in.

"Alright, but what about the others and their fights?" Twilight asked.

"Personally ah think Remy can beat those three ponies he's up against," Applejack said.

"Oh yeah, I know them," Twilight said. "Ken fights similar to Ryu, except he's a bit flashier. Jill is a quick fighter in her own right. I don't know much about Mega Man though."

"Don't matter, they got this," Applejack said.

"Yes, I believe in my dear Bobby," Rarity said.

"He's still gonna have trouble," Sweetie Belle added in. "Chris said that Jill can be really quick when she fights, not quick like Peter but tricky."

"Let's just have faith in them," Pinkie said.

Twilight crossed her forelegs, "What about Peter though? Those three ponies, I'm not too sure. I know that Trish pony has demon magic like her friend Dante but those other two robot fighters, I don't know a lot about them."

"According to Dante, Trish is a skilled fighter but it sounds like Peter can take her," Apple Bloom said.

"And Peter can handle two robots," Rumble said.

"Rumble's right," Rainbow said. "Peter, Johnny and Logan are three of the toughest dudes, they can handle anything, especially as a team."

"Plus they're such close friends too, that in itself will help guide them to victory," Fluttershy said.

Twilight's concern hadn't left her though, "I do worry, what if Peter ends up in a disadvantage sometime during the fight, I mean-"

Twilight felt a hoof on her shoulder, she turned to see Superman looking at her with a gentle stare. "I know you're worried, but there really isn't a reason to. Your husband is a strong fighter, he can handle his opponents. It would help if you really cheered him though, he seems to really depend on your love and affection, that could give him strength."

Twilight smiled and nodded, "Right, thank you Superman."

Rita then herself got Twilight's attention, "I heard how strong your husband is, I think he's got this honestly."

"Yeah, he is strong," they heard Tifa said. They all turned around to face her, "In fact, I'm confident even Cloud here wouldn't wanna face Spider-Man."

Cloud glared at his friend for that comment, "Don't say that, I can handle Spider-Man if I wanted to Tifa."

"I'm sure you can Cloud," Tifa said with a wink, causing Cloud to turned away with a scowl.

"How many ponies, er I mean people from other worlds even know about Peter anyway?" Rainbow asked.

"He's pretty well known, especially now," Tifa answered.

"Is he hated in those worlds as well?" Rainbow asked.

Tifa shrugged, "Not sure, personally no one in my world has any real issues with him."

"It's mostly Capcom honestly," Yuri said from the front. "They're the biggest rivals to Marvel, hence the jealousy of Spider-Man."

"It's a real shame honestly," Superman said. "Heroes should get along, not rival each other. If it's friendly competition that's one thing, but it seems like Capcom is desperate to prove themselves superior. I just hope they keep things professional, otherwise I'll have to step in myself."

"I'd love to see you in action Superman," Sunset said.

"You can bet Capcom would hate that though," Yuri said with a satisfied grin.

Soon more guests arrived nearby, including some from the Marvel world.

"Hey Princess Twilight!" a voice called out.

Twilight looked over and saw Mary-Jane Watson. "Oh it's you, one of Peter's friends."

"Yeah, I had to come here, I haven't seen Peter in so long and I wanted to give him support for the fight," Mary-Jane said.

"I'm sure he really appreciates that," Twilight said.

A few ponies in X-Men attires walked to take their seats, those ponies being Nightcrawler, Beast, Rogue, Hisako, Kitty and Jubilee.

"I hope our X-Men allies do well in this fights," Nightcrawler said.

"Yeah, especially Wolverine, he's even teaming with Spider-Man!" Jubilee said.

"Gonna be a while before we see Gambit though," Rogue said.

"Are you still into him Rogue? I thought you two broke up?" Kitty asked.

"Yeah, still wanna see him, ah mean we can at least be friends, not sure why he seems to get so nervous talking to me," Rogue said.

Applejack looked back to Rogue, "Excuse me, if ah may ask, what happened between y'all?"

"Nothing, things just didn't work out. Guess he feels silly because of how much effort he made into getting me to be his girl, then suddenly, it ain't a thing no more...why do you ask?" Rogue asked.

Kitty gasped, "Wait, are you Applejack? I overheard Cyclops say he's dating a pony named Applejack, are you her?"

"If you are, one bit of advice, keep an eye on him, he can get a little wild about certain things. He means well but just keep a lookout," Rogue said.

"Right, thanks miss," Applejack said.

Dr. Strange had appeared near Twilight, "Greetings Princess."

Twilight looked surprised, "Stephan? So you made it too."

"Of course, I wanted to see the fights, I don't mind enjoying myself once in awhile after all," Strange said.

"Well it's nice to see you again," Twilight looked over to Rita. "By the way, this is Rita Mordio, she studies magic too, though she's not from this world, or yours, or Capcom, she's from an entirely different world."

Strange held his hoof out, "Nice to meet you Miss Mordio."

"Same to you Dr. Strange," Rita said.

Yuri looked curious, "Some guys have the weirdest names."

Some of Twilight's friends from Canterlot also arrived, taking a seat close to Twilight.

"Hi girls," Twilight turned to Rita. "Those are some of my friends from this city, we grew up studying together."

"Well mostly you studied, the rest of us tried having fun," Minuette joked.

Twilight groaned, "Studying can be fun..."

"Don't worry Twilight, I know how this feels. When I was in Aspio I was considered the town weirdo for how much I studied...and that place was a City of Scholars too," Rita said.

"It's not that you studied, it's how weird you were about it!" Yuri pointed out.

"Shut up Yuri!" Rita shouted.

Soon a pony with a long blue mane approached with a pony with a short blue mane. She looked around and spotted Link, Samus and Shulk. "Up there father."

The two approached the three ponies and got their attention. "Greetings."

Samus waved, "Chrom, Lucina, you made it."

Chrom sat with them, "Good thing too, I thought we would be late."

Lucina sat down, "Have the battles started?"

"You missed the intro, that's about it, no fight started," Samus said.

"Good, I eagerly await to see those Capcom fighters do battle again, and see the great hero Spider-Man up close," Lucina said.

"Not to mention his wife's reactions," Shulk said, pointing to Twilight as he said that. Lucina looked over and saw Twilight sitting nearby.

"Such a nice hairstyle, cute highlight too. Spider-Man has a great wife...even if she is a pony," Lucina said.

Shulk shushed her, "Try not to say that too loudly, might upset some ponies here."

Some Capcom ponies arrived. Claire sat down in one area, alongside Ryu's apprentice Sakura and another Street Fighter named Guy, Dante's friend Lady and Mega Man's sister Roll as well as his ally Proto Man.

"Hope my brother does well," Claire said.

"I'm waiting to see Ryu-san fight," Sakura said.

"I'm waiting to see Rock," Roll said.

The others just sat there, waiting for the fight to happen.

Soon more ponies started sitting, few other guests coming to talk with some friends, but everypony waited for the big fight to happen.

Soon came time for the first battle. The two teams were seen standing face to face in the ring, ready to go all out.

Ryu brought his teammates in for a huddle, "I'll handle fighting Ms. Marvel, Dante you go after Thor, your magic will do well against his. Chris you can handle The Hulk, he's big but you're quick. Good luck to both of you, fight hard!"

"I got this, don't worry about it Ryu," Chris said.

"Same, Thor's tough but I can handle tough," Dante said.

"Let the fight...begin!" Cadance shouted as she hit the gong bell.

Ryu rushed in and threw a punch at Ms. Marvel, which she immediately blocked with her foreleg. He threw another punch to which she blocked again and then tried to kick him, which he avoided by jumping back quickly and firing a hadouken. She blocked it and fired an energy beam to which he rolled out the way and ran in for a jumping kick to her face.

Ms. Marvel rubbed her face and went to attack again but Ryu ducked down and swept her legs to take her down and immediately went for a punch down on her, but she quickly rolled out the way and did a energy punch to which he parried and threw a strong punch to her jaw.

"This fighter won't be easy to defeat, as to be expected from an Avenger," Ryu said and went in to attack some more.

Thor went in to punch Dante with an electric powered punch, but the half breed was able to grab it, enduring the electricity as he kicked Thor in the face and followed up with an elbow attack. Dante powered up a bit to battle Thor, throwing his quick kicks at the God of Thunder and then did a jump kick to stumble Thor back.

Thor slammed his hoof down and charged up some more energy to fire at Dante, blasting him across the ring, though he was able to skid to a halt.

"I can tell this is gonna be a fun fight," Dante said with a smirk.

Hulk slammed down on Chris a few times, so he mostly had to play defense and evasion.

"Hulk smash puny man!" Hulk shouted.

"How about speaking properly!?" Chris shouted, evading another punch.

Ryu and Ms. Marvel were trading punches and blows, Ryu eventually getting in a punch to her ribs and blasted her back with a Hadouken. Ms. Marvel shook it off and went to attack with a kick to his face and then did a series of blows and knocked him to the edge of the ring.

Ryu wiped some sweat off his head as he glared over at Ms. Marvel. Suddenly he heard some cheering nearby.

"Come on Ryu, you can do it!"

Ryu turned around and saw that it was Sunset who was cheering for him. That brought a smile to Ryu, while he really didn't care what the ponies here thought of him, it's not to have a little support, at least from a pony that could be considered his friend. Ryu turned back to Ms. Marvel, feeling that much more determined.

"Come on!" Ryu said and rushed in to attack again.

Twilight looked over to Sunset curiously, "What was that about?"

"What? Ryu happens to be a friend of mine, besides none you are friends with the other ponies fighting Ryu and his allies," Sunset explained.

"Yeah but..." Twilight started saying, though had no other words for it.

"Twilight like I said, Ryu is a pretty nice guy, just a bit too competitive," Sunset said.

"He's the most competitive guy you'll meet honestly, though you're not the loudest support he has" Jin added and pointed to Sakura.

"Keep going Ryu, you got this!"

Twilight sighed and looked back at the fight, so far it looks a bit evenly matched between both sides.

Ryu continued to attack Ms. Marvel, though also went into defense, blocking each of her strikes and attacking with a few elbows at the first chance and then did a few knee strikes to her gut before flipping her down.

Thor took to the air and shot some lightning down on Dante, though not really connecting with any of his attacks. Dante rolled out the way and tossed some of his own lightning at Thor, knocking him out the sky a little.

Hulk continued to chase Chris, keeping him evading. Chris knows he can't do any real damage to the Hulk but he can at least try to outsmart and tire him out. When Hulk smashed down, Chris moved to the side and jumped on Hulk's back, attacking his head a few times. When Hulk tried to attack Chris, he would evade and eventually get Hulk to hit himself by accident.

"All muscle, no brain!" Chris said.

"Hey! I'm a scientist!" Hulk shouted and tried attacking Chris some more.

"Now you speak properly," Chris said, still avoiding the attacks.

Ms. Marvel took into the air again, her Pegasus form giving her extra flight speed and she sped down with her hooves out, energy surrounding them. Ryu stood his ground and managed to catch her, using his Earth Pony strength to his advantage. Ryu then managed to toss Ms. Marvel aside and did a jumping kick to her head.

"Ooh nice move," Sunset said.

Ms. Marvel shook it off and went into attack, hitting Ryu with a strong punch, though Ryu fought back with a powered punch of his own. Ms. Marvel went to attack again but Ryu blocked and kicked her gut, then did a Hurricane kick to knock her back.

Thor continued to attack Dante, even using his Alicorn magic to attack Dante, knocking him back a little.

"I shall win for Odin, the all Father!" Thor shouted.

"Fighting for your dad huh? I can respect that, I fight for my dad's legacy too...sorta," Dante said and got back into position. "Still, I'm not gonna let you beat me!" Dante rushed in for a punch to Thor and then followed up with a kick.

Chris continued to avoid the Hulk, though he knew he wouldn't last too much longer. He wouldn't let Hulk beat him, though he can't really do it on his own. He then noticed how much energy Thor was shooting out of his horn, giving him an idea.

Chris turned to Hulk with a smirk, "Come and get me!"

Chris ran off with Hulk following him, with the intent on taking him down. Chris rushed over to Dante, "Try to get Thor to blast you with a strong attack!"

"Sure thing partner," Dante said and tossed some energy at Thor's face. "Is that all the oh so great son of Odin can do!?"

Thor gritted his teeth, "Thou dares to speaketh like that! I shall teach you for your arrogance!"

Thor charged up a strong attack as Chris glared at the Hulk. "Come and get me, I'm right here!"

Hulk rushed in to attack Chris and Dante, but both of them jumped out the way in time as Thor had blasted Hulk accidentally, knocking him out of his Hulk form into his Bruce Banner form, taking him out the fight.

"No! Dr. Banner!" Thor shouted.

"Can't believe he fell for that," Cloud said.

Dante jumped up and kicked Thor in the face and elbowed him down. Chris then started pounding on Thor, though got knocked back for his efforts. Dante then rushed in and did a beatdown to Thor, with Chris coming back and assisting. Despite Thor's efforts, he was eventually overpowered and punched hard out of the ring.

Both guys then turned to Ms. Marvel as she continued to battle Ryu.

"Think we should help him?" Chris asked.

"Ryu's got this," Dante reassured.

Ms. Marvel and Ryu continued to throw blows at each other, hitting hard each time though Ryu did a light low kick, followed by a medium punch and a strong high kick and finished off with one final move.

"Shoryuken!" Ryu hit his trademark Dragon Punch uppercut to finally defeat Ms. Marvel, getting the win for his team

"Winners of the first fight! Ryu, Chris Redfield and Dante!" Cadance said, all three guys standing together in the middle of the ring. Ryu huffed a little and raised his arm in victory while Dante crossed his forelegs in a cocky form and Chris wiped some sweat off his head as he looked down on the opponents.

"Hooray for Ryu-san!" Sakura shouted from the crowd.

"Good job Chris, that's my big brother!" Claire shouted from the crowd as well.

"Yay! You did it Ryu!" Sunset said, clapping louder than the others, much to the irritation of Twilight.

Peter noticed this from the back, "I hate to admit this, but I'm not surprised they won, even if they were fighting The Avengers, or some of them anyway."

Logan sighed a little, "Let's hope that their side doesn't have too many victories."

Ryu, Chris and Dante made their way to the back while the Avengers stood up, a bit ashamed of their loss.

"You did your best, don't feel bad!" Twilight reassured them.

Thor nodded, "Much thanks Princess Twilight." He turned to his allies, "Come, we must make room for the next battle."

A bit later, the second battle was about to begin. Cyclops, Jean and Storm stood on one side, while Ken, Jill and Mega Man stood on the other.

"Go Storm! Go get'em Cyclops! Come on Jean!" Kitty cheered.

"I'll handle Storm, you two can decide the others fights," Ken said.

Jill nodded and turned to Mega Man, "I think you can handle Jean Grey, leave Cyclops to me."

"Right," Mega Man said.

Cadance gonged the bell, signaling the start of the fight.

Ken rushed in for a kick but Storm evaded and zapped him with some lightning and then kicked him down. Ken got up quickly and did a few quick punches, which Storm blocked. Eventually he got in a punch to her face and a few blows to the ribs and kicked her away.

Cyclops tried to zap Jill, but she rolled out the way and and did a kick to his head, knocking him out of a loop. She then did a few extra kicks and a strong elbow to his face, knocking him a little dizzy. He was eventually able to blast her with his lasers, blasting her back.

Mega Man rushed in to attack Jean with a punch but she pushed him back with her mind and flew in to kick his face and followed up with a few more blows before doing a telekinetic push towards the edge of the ring. Mega Man stopped himself and rushed over, doing a sliding kick to knock her off balance and hit another kick to her sides.

Storm continued to fly up, using her powers to zap down on Ken, though the cocky fighter was able to use his quickness to his advantage, then fired a Hadouken at her. She managed to punched through it and flew down to attack again but Ken jumped back and fired another Hadouken, this time it connected with her and stunned her long enough for Ken to rush in and attack with some quick punches and Hurricane Kick.

"Ryu's friend is pretty fast, though a bit flashy," Akira said.

Jill flew around the ring, making full use of her Pegasus abilities to avoid the lasers of Cyclops. She flew in again to hit a spin kick, then followed up with a double knee attack to his back. Cyclops snarled a little and threw a punch to knock her off balance and then zapped her down. He went to attack again but she rolled out the way and did a big kick to his face, repositioning his goggles so the strap covered his eyes, rendering him unable to see.

"No, my goggles!" Cyclops said as he tried to reposition his goggles, but Jill used this opportunity to do a somersault kick to stumble him back and kicked his face once more, knocking his goggles off.

Cyclops tried to open his eyes but the laser started shooting out. Cyclops had to shut his eyes afterwards, which gave Jill an opening.

"Time to attack!" Jill rushed in and did a few quick punches to the defenseless X-Man and then finished off with a jumping diving kick to knock him out. "It's over."

"What just happened?" Twilight asked. "What's wrong with his lasers?"

"According to Remy, Cyclops can't control his eye lasers," Applejack explained.

"It is true," Nightcrawler added. "He is a great fighter but he has that one weakness that can easily be exploited."

Jill looked over to see Mega Man battle against Jean. He shot a few lasers out his arm though she was able to put up a forcefield to block them and then flew in to punch Mega Man. Jill rushed over to attack Jean, but she was caught in the X-Man's telekinetic grab and slammed a few times before being tossed away.

Mega Man rushed over to punch Jean again, even sending his robotic hoof at her to punch her again from afar. Jean flew in to do a few mind zaps but Mega Man used a leaf shield to block them, though was unable to react quickly enough to an oncoming punch.

Jill rushed over to punch Jean a few times but Jean got the upper hoof when she blocked one punch and delivered several of her own and used her mind powers to blast Jill out the ring. Mega Man used the distraction to his advantage and attacked her from behind with an elbow.

Jean tried to attack Mega Man again but he blocked and hit an uppercut to Jean and zapped her again. Then he rushed over to do one final attack, a huge Mega Buster, and knocked her clear out the ring.

"That's two down," Mega Man said and looked over to Ken blocking some punches from Storm. "Time to end this."

Mega Man rushed to attack Storm, but she summoned some strong winds to blow him back a little. Ken used this moment to hit a Shoryuken on Storm to knock her for a loop. He attempted to follow up but she zapped him back and then sent some ice at Mega Man, keeping him at a distance.

Ken then flamed up his hooves, "Now you're really asking for it!" He rushed over and did a jumping kick to her head and a few flame powered punches and hit Storm with a fiery Hadouken, knocking her toward the edge of the ring. He rushed in and did one more attack. He did a Shoryuken to knock her into the air and followed up with another, this time with a fire punch that managed to defeat Storm and get the win for his team.

"Winners of the second round, Ken Masters, Jill Valentine and Mega Man!" Cadance said.

Ken wiped his head and did a 'oh yeah' gesture. Mega Man raised his hoof in the air with a smile on his face. Jill returned to the ring and looked down at the defeated Marvel fighters.

"So far that's our second win, hopefully this keeps going," Ken said.

The X-Men in the audience seemed disappointed in the loss their allies had, though Sakura was happy for her team's win.

Twilight looked concerned, Capcom was winning so far. She had confidence Peter could win his upcoming fight, but she worried how many he can fight in a row.

Peter looked on from the back, a bit worried himself, "That's another win for them...if this keeps up we're gonna be in a disadvantage," Peter said.

"Relax bro, we can handle them, we got this," Johnny said, hoping to cheer up Peter.

"Kid, what's the worse that can happen? That we lose?" Logan asked.

Peter shrugged, "I guess so, I mean it's just a competition after all."

All competitors left the ring area, with Ken's team feeling proud and the X-Men feeling ashamed.

"Time for the third fight!" Cadance announced. Soon Janet, Black Cat and Laura were seen in the ring, facing off against Carlos, Gene and Hayato.

"So who gets who?" Laura asked.

"Eh, just go for whatever guy you want," Janet said.

Black Cat giggled, "Is this a fight or are we picking out dates?"

Carlos called to them, "If any of you girls wanna date, I'm all for it!"

"HEY BACK OFF! WASP IS MY MAREFRIEND!" Spike angrily shouted.

Limestone also seemed a bit unhappy, those guys best stay away from Laura.

"It's just a joke little dragon creature, relax!" Carlos said, getting Spike to sit back with his arms crossed angrily.

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

Black Cat immediately went for Carlos with a jumping kick, taking him by surprise. Janet shrunk down and started shooting her bio-stinger rays at Hayato. Laura took Gene with a jumping attack from her claws, which he quickly evaded.

Black Cat threw a few punches at Carlos, which he could barely evade due to her quickness. She managed to knee his face and then do a jumping back side kick to his head. Carlos shook his head and went for a elbow, but she was able to evade and throw a few more punches and an uppercut.

"Damn this girl ain't messing around," Carlos said while rubbing his chin. She went to attack again but he evaded and threw a punch, landing hard but not enough to knock her down. She grinned and threw a few more punches, knocking the stallion dizzy.

"Looks like you're not as used to this form as I am. I've been a pony for five years, you barely had a few weeks," Black Cat said and punched him hard again and then did a hard jumping kick to knock Carlos out.

"That takes care of him, wonder how the other girls are doing?" Black Cat wondered as she observed the other fights.

Janet is zipping around Hayato, blasting him at every opportunity, but he was able to smack her away.

"Come on Janet! Don't let that guy beat you! Take him out!" Spike cheered.

Hayato went to attack again but Janet flew up and zapped him a few times before turning back into full size and landing a kick down on his head. He went to attack again but she shrunk back down to continue blasting him.

"Come on tough guy, show me better than that!" Janet taunted while she zapped him.

Hayato managed to punch her back, though she turned full size to land on her hooves and rushed in to do another punch but he evaded and kicked her back. He went to attack again but she shrunk back down and blasted him in the face, stunning him as she went back to full size and threw another punch at his face.

Hayato shook it off and went to attack again but she shrunk down and zipped around him to make him a little dizzy. She then zapped him a few more times, knocking him toward the edge of the ring. She then turned back full sized and did one final punch to knock him out the ring.

"Alright Janet! You rule!" Spike shouted.

Janet winked at Spike a little before looking back to her downed opponent."That takes care of that." She looked over and saw Black Cat standing nearby with a confident grin on her face. "How long ago did you beat your guy?"

"Not too long, got a good view at the fight you had with that cool looking guy," Black Cat said.

Janet rolled her eyes, "Wow really? Couldn't you have helped me? Or at least Laura?"

"You had things under control, plus I needed to take a small break," Black Cat said.

"Yeah well," Janet looked to the side and saw Laura's fight with Gene. "Talk later, let's take this guy down, maybe we'll get a win for our team."

Laura had slashed at Gene a few times but he evaded and punched her to the edge of the ring.

"You sure about that? Maybe she has this, let's watch," Black Cat said.

"Felicia..." Janet said with annoyance,

Black Cat shrugged, "Fine, let's go help her."

Black Cat walked off as Janet groaned. "Should have picked Gambit." Janet then briefly turned to Twilight, "Why is she here again?"

"Ask Sunset Shimmer, she let her into this world," Twilight said.

"Pardon me for wanting her to have another chance!" Sunset complained.

Janet gave a hopeless look to Sunset before going after Gene. Laura had still tried to fend him off, though his powered punches were proving a lot for her.

"You're not gonna win pal!" Laura said and slashed at him, though he blocked with his powered hoof and went to attack again but Black Cat jumped in to kick his head.

Black Cat grinned at the Capcom fighter, "Sorry, did I hurt you?"

Laura glared a little bit, "Hey I had him!"

"A 'thank you' would suffice, how bad mannered," Black Cat taunted.

"Watch it," Laura threatened.

"Girls, we're on the same side, focus on this guy!" Janet said.

All three of them went to attack Gene. He blocked with his hoof but Janet's bio stinger got him in the face long enough to stun him while Black Cat did a jump kick and Laura did a kick slash to take him out the ring, getting their team the win.

"Here are your winners, The Wasp, Black Cat and X-23!" Cadance said.

Waps did a victory pose of both her hooves in the air. Black Cat showed off a seductive smirk. Laura wiped some hair from her eyes while glaring down.

"Alright Janet!" Spike cheered.

Limestone grinned in satisfaction of seeing Laura win, Lightning Dust herself clapping for her friend.

"Yay Laura! You did it! I'm so proud of you!" Fluttershy cheered.

"Wow, that's the loudest I've heard her yell," Janet joked.

"She can be louder if you give her a reason to be," Laura said.

In the back, Peter had a relieved smile on his face, "Good, they won. At least that's one on our side."

"Let's make sure the rest of us follow suit, otherwise they're gonna be at a disadvantage," Logan said.

Back at the crowd, Twilight had an unhappy look on her face, which was noticed by Rita.

"What's wrong? Members of your husband's side won. Shouldn't you be happier?"

"I am happy...I just hate that it was from a team that had Felicia Hardy on it," Twilight said.

"Come on Twilight, just because Felicia used to date Peter doesn't mean you should hate her," Sunset said.

"It's not that, it's how much she hurt him afterwards! She didn't care about his feelings at all!" Twilight complained.

"That was then though, she came to fight alongside the Marvel team when she didn't have to, give her some credit," Sunset said.

"Sunset Shimmer's right Twilight, don't focus on such things, at least be happy for Janet and Laura," Trixie said.

Twilight huffed, "I can at least be happy for Janet, Laura though I can barely tolerate either."

Fluttershy glared at Twilight a bit for that, "That's not nice Twilight. Laura means a lot to me you know."

Twilight shrugged and waited for the next match. Meanwhile Batman himself found himself staring curiously at Black Cat. "Looks like I'm not the only one that deals with women dressed like cats it seems."

Soon the ring was cleared and the next set of participants were waiting for their match to begin. One one side stood the Avengers; Captain America, Iron Man and Hawkeye. On the other side were Frank West, Viewtiful Joe and Amaterasu.

"Let the next match begin!" Cadance said and gonged the bell.

Frank looked at the three and figured his best option would be against Hawkeye. He rushed over to attack but Hawkeye rolled out the way and did a flying kick to Frank's head.

Joe went after Iron Man with some speed punches, though Iron Man blocked them and kicked the young hero back.

Amaterasu shot some ice at Cap, but he managed to jumped through the shards and rolled in for a quick leg sweep and a punch down on the wolf goddess, which she quickly moved out the way from.

Celestia herself looked interested at seeing Cap fight Amaterasu. "I believe that is the Sun Goddess of the Capcom world...for Captain America's sake, I hope her power isn't near my own."

Frank threw a few punches at Hawkeye but he was able to block a few and then do a kick back to the photographer, then followed up with a jumping knee. Frank went to attack again, this time attempting a judo toss, getting Hawkeye down. Frank went for a knee smash attack but Hawkeye moved out the way, causing Frank to hurt his knees.

Hawkeye threw a few more punches and spun around for some kicks and finally kneed Frank hard in the face. Frank shook it off and did a jumping kick attack to knock Hawkeye back but the Avenger was able to quickly return with a jumping front kick to Frank's face and did one more powerful strike to take Frank down, then kicking the photographer out the ring.

"That takes care of that," Hawkeye said and turned to see his allies battle. "Tony seems fine, should probably help Cap though, he's fighting a Goddess." He then went to battle Amaterasu.

Meanwhile Iron Man is shooting some beams at Joe, but the young hero is using his mach speed to avoid them and rush in for some quick jabs and followed with an uppercut.

Iron Man flew up a little from the blow, "This kid's stronger than most give him credit for." He went down to attack, but Joe jumped up and struck Iron Man down with his Red Hot kick. "Viewtiful!"

Pinkie suddenly started to grin, "I just realized, Viewtiful is View and Beautiful mixed together! That's so clever!"

Iron Man shot some blasts at Joe but he dodged in a slow motion style and did a pose right afterwards. "Oh yeah baby!"

Iron Man groaned, "This kid is annoying!"

Joe flew up to attack Iron Man again, though he was able to block the attacks and blast Joe down to the ring. He fired another Ion beam but Joe moved out the way and flew up to attack again with a strong punch. Joe did a few poses and went to attack again, but this time Iron Man was able to counter and punch Joe down hard.

"See what happens when you show off more than you actually fight!?" Iron Man then realized. "Wow, never thought I'd have to call someone out on that, then again I barely show off during a fight." Iron Man then flew down and threw some quick punches at Joe and then blasted him toward the edge of the ring.

Joe looked used his mach speed again to rush after Iron Man but luckily he dodged last second and was able to blast Joe again, this time causing him to slam against a wall in front of the crowd, and then fall backwards, very out of it.

"That's two down, time to help Steve and Clint with that mutt," Iron Man said and flew after Amaterasu.

The wolf goddess had done a fine job of fending off the two Avengers, using her magic to blast Cap and Hawkeye back. Iron Man blasted at her but she was able to freeze him and then flew in to ram him.

Hawkeye went to kick but she froze him as well and then blasted him with some fire. She then rammed him back as well.

Soon both Iron Man and Hawkeye went after her but she did a lightning attack on them both, zapping them both out of the ring, leaving it between her and Cap.

"I knew you'd be tough," Cap then grinned. "This should be a fun challenge."

He rushed in to attack a handstand double kick to knock her back and then did a running punch afterwards. Amaterasu shook it off and fired a blizzard of ice at him, but he moved quickly to evade it, running around the ring until he saw and opening to attack.

He rushed in and shoulder rammed her down, though she quickly pushed him off and shot some fire at him. Cap took some blows and continued fighting. He rushed over to kick her face and then punched her a bit, though he got knocked back with a punch.

Cap rolled through it and ran in again to elbow her face and then throw a few more punches, knocking her for a loop and then grabbed her for a toss toward the edge of the ring. Amaterasu quickly ran to attack but Cap overpowered her with a strong uppercut and then did a kick from a low position up to her face, knocking her out the ring and out the match.

"Here are your winners, Captain America, Iron Man and Hawkeye!" Cadance announced.

Cap wiped his head and saluted to for the crowd. Iron Man went back into the ring near Cap, adjusting his robotics. Hawkeye went in with a confident smile on his face.

Celestia looked impressed from what she saw, "Amazing, he found a way to win."

Superman also had a look of satisfaction on his face, "Well done Captain."

In the back, Peter leapt for joy, "Alright Cap! You did it!"

"Good on you Steve," Logan said with a smile.

"At least our sides are even so far," Johnny said.

"Yeah, hopefully this continues on," Peter said.

Ryu had also noticed this from the back, "It's amazing that he defeated Amaterasu, though I shouldn't be too surprised."

The ring cleared up for the next fight.

One one side stood Reed, Ben and Susan, on the other side stood Chun Li, Spencer and Strider.

"Come on Dr. Richards, you got this!" Limestone cheered.

"I'm cheering for Ben," Maud said flatly.

Marble was too shy to bring attention to herself, but she was still hoping to see Susan win.

Twilight bit her lip a little, "I should cheer for the Fantastic Four, or three of them...but Nathan has been such a good friend lately."

"Now look who's cheering for Capcom," Sunset pointed out almost arrogantly.

Twilight glared at Sunset, "The difference is that Nathan doesn't disrespect Peter at every opportunity!"

"Come on, no need for arguments, just cheer for them both," Superman suggested.

Rainbow leaned in closer, "Well I'm cheering for my coltfriend's family! Go Fantastic Family!"

Pinkie also cheered them on, "Get them!"

Reed nodded to them and focused on Chun Li and her team.

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

Spencer immediately went after Ben and punched him hard with his Bionic foreleg, knocking the hero back a little. Spencer didn't let up, he continued to strike him, hoping to take him down quickly as possible, knowing he could be the biggest problem in the fight.

Chun Li looked between Reed and Susan, trying to figure out who she should go for first, though Strider grabbed her shoulder to get her attention.

"I'll go for the Invisible one, if she tries her tricks I can use my own senses to find her, you go after the one with the elastic limbs."

Chun Li nodded and focused on Reed. She then rushed in for a few quick strikes, which he stretched to evade and then punched her back with an enlarged hoof. Chun Li rushed over again and did a jumping dive kick to Reed's face, stretching his head back, though he got back into place.

"He's gonna be hard to fight, but I think I'll be able to manage," Chun Li said with a grin and went for more attacks.

Strider rushed over and threw some quick punches to Susan, which she blocked using her force field. Strider did a few quick kicks but her forcefield remained.

"You can't keep that up forever, and I don't tire out, you'll have to attack sometime!" Strider stated.

"Oh I will!" Susan said and knocked him back with her forcefield and then rushed over for a punch, which he grabbed and then punched her away.

Spencer continued to attack Ben, throwing quick strikes at the rocky pony, but Ben eventually fought back with a punch and knocked Spencer across the ring.

"It's clobberin' time Bionic Commando!" Ben shouted and ran in to attack, but Spencer rolled out the way and rushed in for another punch, though this time Ben blocked and tossed Spencer away from him. Spencer grabbed the ring with his bionic foreleg and quickly rolled to the side to avoid another attack from Ben.

"I'll clobber you!" Spencer shouted and punched Ben a few more times, even back hoofing him a bit and punching him up into the air a bit, then jumped up as well to whack him down.

Chun Li continued to attack Reed, using her quick flash kicks to hit him a bunch of times, getting the scientist superhero a bit disoriented. Reed grabbed her with an elastic arm and slammed her down a few times before tossing her away.

Chun Li landed on her hooves and ran in again, doing a Flash Kick to Reed and then did a kick under his chin.

Strider continued to attack Susan, throwing a few quick blows but Susan was able to block them and quickly turned invisible. Strider stopped a moment to listen to his surroundings, though it wasn't as easy due to the other fights happening nearby, but when he sensed something, he quickly blocked the attack and struck Susan hard in the gut and then kicked her head.

"Nice try," Strider said and went to attack again.

Spencer punched Ben a few extra times, even grabbing him with his arm and pulling in for a double kick to Ben's face to knock him back. "Ha! In your face!"

Ben rubbed his face a little, though Spencer used the distraction to rush in and attack with a jumping punch, punching Ben hard toward the edge of the ring. He went to attack again with a stronger punch but Ben side stepped and caused Spencer to fall out the ring. Spencer however quickly grappled Ben and pulled him out the ring with him, causing both to collide against a wall in front of the crowd, much to the concern of Twilight and Maud.

"Poor Spencer, hope he's alright," Twilight said.

Strider continued to attack Susan, getting a few strikes on her but she quickly went invisible to avoid his sight. Strider again waited for his moment, though this time Susan was prepared. When Strider went to punch, Susan blocked and blasted him back with a forcefield and went in for a few punches.

She then grabbed him in a forcefield and used her powers, backed by her unicorn magic to slam Strider down hard a few times on the ring and then tossed him to a wall up at the walkway area, taking him out the fight.

Chun Li continued to kick Reed a bit though realized the situation she was in. Her teammates had been eliminated and she was alone. Luckily one of her opponents had also lost so she only had two to worry about.

"This is gonna be some trouble," Chun Li admitted, keeping an eye on both as they approached her, ready to keep fighting. Susan went invisible to get in an attack on Chun Li, hitting her with a few strikes as Reed stretch punched her to the edge of the ring.

Chun Li quickly went back to the center and did a running kick to Reed's gut and managed to block an attack from Susan and punch her back a little. Susan went invisible again to attack, but this time Chun Li decided to take a chance and do her spinning bird kick, being able to connect against Susan and causing her to stumble a bit.

Reed stretched over Chun Li and attempted to punch down on her, but she powered up a Kikoken attack that was a lot for Reed to handle, she finished things off with a levitating Spinning Bird Kick to knock him out.

Chun Li took a breath and turned to Susan, "Just you and me."

Susan got into a fighting position, and quickly went for an attack which Chun Li blocked and then kicked Susan back a little. Susan then trapped Chun Li in a forcefield, hoping to do to her what she had done to Strider, through Chun Li started punching it a little.

Susan used her unicorn magic to power up her forcefield, but Chun Li used her own magic to power up her chi energy and did some strikes that were strong enough to break Susan's concentration and caused her to release the forcefield.

Chun Li then did her flash kicks again, this time picking up a lot of extra Speed and then finished off with a unicorn powered kikoken attack to finally defeat Susan.

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

Chun Li did a bow of respect to her opponents. Spencer walked into the ring and pumped his bionic foreleg. Strider walked in and did a ninja type pose.

"Good work boys," Chun Li said.

"Could have been better, we almost lost because we left you at a disadvantage," Spencer lamented.

"It was still a team effort, at least this time you'll know what to do for next time around," Chun Li said.

Strider nodded, "Right."

Peter looked on from the back, "While I'm a little upset our side had another loss, I'm still happy for Chun Li."

Johnny looked to Peter rather annoyed, "Bro, my family just got eliminated..."

Peter rubbed his head, "I know...but I have to show some respect for my trainer."

"She'd show respect fer us too Torch, remember that," Logan said.

Johnny sighed, "I guess..."

Ryu also looked on, very impressed from what he saw, "Great work Chun Li, you always find a way to win."

At the stands, Twilight felt some relief. "At least Spencer advanced..."

Limestone wasn't too happy though, "How did Dr. Richards lose!? He had this! He and his wife!"

"I'm angry that Ben lost..." Maud said, her tone showing otherwise.

Marble herself was disappointed at Susan's loss.

Rainbow seemed pretty upset as well, "Man, that sucks, I hope Johnny won't let that bother him when his fight comes up."

"He'll be fine," Pinkie said. "Maybe it will motivate him!"

Soon the competitors for the next fight made their way to the ring.

"Now for our next match, the Marvel team of Gambit, Iceman and Deadpool vs. the Capcom team of Guile, Cammy and Crimson Viper!" Cadance announced.

"Try not to lose Remy!" Rogue shouted.

Remy did a nervous smile as he waved at Rogue.

Viper looked over to the three guys she opposed, figuring out which one to go for.

"I think I'll focus my attention on that ninja pony, you two can do whatever you wish."

"Fine by me, I'll handle Iceman," Guile said.

"That leaves me with Gambit," Cammy said.

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

The Street Fighter ponies got into a fighting stance, facing off against the ponies of their choice.

"Y'all best get ready, them folk mean business," Remy warned.

Viper rushed in with a knee attack to Deadpool's forehead, knocking him a bit loopy. "Cheap shot!"

Viper did another kick at his head, but this time he blocked it and punched her down. He then stomped down on Viper but she rolled backwards and jumped in for a flashy kick to his face.

"Ow! Bad Viper!" Deadpool said and threw a few jabs at her. "Why do I have to fight you? There's way better Street Fighter characters I could be fighting!"

Viper elbowed his face to get to shut up and back elbowed him, then did a jumping back hoof to knock him face first on the floor.

Guile threw a few punches at Bobby, but he managed to avoid them and freeze his hooves. Guile slammed down and did a Sonic Boom attack, Bobby just narrowly avoiding the blast. Guile rushed in and did a flash kick to knock Bobby further back.

Bobby stood up and fired some ice beams at Guile, knocking him back a little. Bobby then slid over to do some more ice beams, surrounding Guile with ice, though the experienced fighter was able to punch his way through effortlessly, then hit Bobby with a Sonic Boom.

"Strong guy...still some weird hair though," Bobby said.

Remy was busy trying to evade Cammy, her quick strikes almost proving too much for him. Remy was able to dive through and elbow her hard in the face and then kick her back. Cammy went for a spiral kick but Remy jumped out the way last second, though Cammy was able to quickly follow up with a jumping kick to Remy's head.

"She's quick," Remy said and shook it off. "But I can handle quick." Remy rushed in with a running leg sweep, which Cammy jumped over and rolled from, though Remy quickly got up and did a jumping kick to Cammy's face and then proceed with a few quick jabs to her.

Cammy blocked a jab and kicked under his chin, then flipped him over, though Remy didn't let go, he managed to pull Cammy down right next to him. Both slowly got up, eyeing each other, looking for an opening.

Back with Viper, she continued throwing a few strikes at Deadpool, though the ninja managed to evade them and then strike her a few times, shouting after each strike, "Bam! Pow! Whack! Chimichanga! Annnnnd....BOOM!" Deadpool did a huge kick afterwards, getting Viper right in the face.

"Ha! Now who's got the awesome moves! Certainly ain't you! Strike a pose!" Deadpool did a few karate airstrikes and noises to follow.

"What is that idiot doing!?" Bobby asked, too distracted by his teammate's weird antics that he didn't even notice Guile rush at him and punch him right in the side of the head and knocking him loopy.

Guile then did a few quick jabs and finished up with a Flash kick that knocked Bobby right into Deadpool, knocking them both over.

"Hey! I was doing my awesome dance!" Deadpool complained.

"Now's not the best time for one of your stupid dances!" Bobby shouted.

Deadpool gasped, "You bastard!" He then shoved Bobby on the floor, "How DARE you mock my dance!"

Rarity's eye twitched, "What's that idiot doing!" She shouted at Deadpool, "He's on your team you imbecile!"

"Can it Marshmallow!" Deadpool shouted, enraging Rarity a bit.

"First off dude," Bobby said while standing up. "Don't call my girl a marshmallow, and second," Bobby then shoved Deadpool down. "Don't put your hooves on me!"

"Oh you wanna go!" Deadpool jumped on Bobby, causing a scuffle to happen, confusing Guile and Viper.

"Why are they fighting each other if we're their opponents?" Guile asked.

"Who cares, let's use this to our advantage," Viper said.

Rarity started gritting her teeth, "Pinkie Pie, would you mind talking some sense into that idiotic coltfriend of yours!?"

"To be fair, Bobby DID interrupt his dance," Pinkie pointed out.

"PINKIE!"

Remy had also noticed the fight between his teammates, "Are you kidding me!? Why are you two fighting each other!?"

Cammy tried to attack Remy but he was able to block and toss her to Viper and Guile before either of them could attack his teammates.

Remy approached the two and broke them up, "Y'all lost your damn minds!? Our opponents are the Street Fighters!"

"He interrupted my cool dance!" Deadpool complained.

"I got knocked into you! If anyone interrupted your dance it was Guile, not me!" Bobby said.

Deadpool glared at Guile, "You jerk! I'm gonna kick your ass!" Deadpool rushed at Guile with a kick but Guile punched him out the ring, causing Deadpool to hit the wall outside.

"Damn, so much for him," Bobby said.

"Focus, we gotta handle them three fighters, let's team up, you freeze two and we'll double team the third," Remy said.

"Right, on it," Bobby said. He charged up his ice and froze Guile and Viper at their hooves. They both rushed in to attack Cammy. She was quick with her blocks but Bobby threw a snowball at her face to disorient her, allowing Remy to knee her in the gut, then Iceman froze up his fists and threw some extra punches at Cammy.

Guile freed himself from Bobby's ice and charged at the two X-Men, but Remy quickly buck kicked Guile in the face. "Learned that from mon cherrie!"

Applejack had a satisfied grin, "That's mah stallion."

Iceman quickly blasted Guile back, then focused on Viper, who also broke free to attack, but Bobby punched her gut and quickly turned around to punch Cammy. Remy did a handstand kick to Cammy's head, giving Bobby the opening to blast her out the ring.

Guile went to attack but both of them grabbed his hooves and flipped him over to stomp down on him. Viper went to attack, but Remy fired some kinetic energy out of his unicorn horn to blast her back and then ran in to knee her face and did a few extra punches and landed a knockout blow with another buck kick.

Guile stood up to attack but Bobby and Remy started to double team him, using the ice and kinetic energy to their advantage before being able to overwhelm him and knock him out as well.

"Here are your winners, Gambit, Iceman and Deadpool!" Cadance said.

Remy brought out some cards to pose with by holding them near his face. Bobby crossed his forelegs with some snow surrounding him. Deadpool came into the ring to continue his show-off taunt dance.

"Remy's still got it," Rogue said.

"Amazed he got the win," Cloud said.

"At least they won, despite Deadpool's stupidity," Rarity said.

"Remy showed off great leadership skills ah should say," Applejack said.

In the back, Peter had a sigh of relief, "Glad they were able to pull that off, I got worried."

"Never underestimate Gambit, he's a lot more capable than many seem to realize," Logan said.

Ryu also watched on, a little disappointed. "So much for them, I thought they'd at least have a chance. Oh well, we still got plenty left on our side."

Before the winning team left the ring, Remy got Deadpool's attention. "Don't do something that stupid in the next round."

"I'm good, as long as you don't interrupt my awesomeness," Deadpool said and walked off with a hint of arrogance.

Bobby groaned, "Think we can trade him or something? Get someone from our side that lost, give them a second chance? Like Susan."

Remy shrugged and made his way to the back with Bobby.

"We're almost at the end! Just two more fights with both sides having 3 advancing teams!" Cadance said.

The crowd cheered as the next fighters made their way to the ring.

"Now for our next match! On the Marvel side we have Daredevil, Elektra and The Punisher against the Capcom team of Leon Kennedy, Morrigan and Felicia!"

Leon took a moment to survey the situation, "From my knowledge, Punisher is the only one that doesn't really have any powers or enhanced abilities, I'll fight him while you two decide on who you want."

"I'll go for Daredevil then, he looks like he'll be fun to fight," Morrigan said.

"So does that mean I get to fight that girl with the bandana?" Felicia asked.

Leon nodded, "Exactly, you can fight Elektra."

Felicia grinned, "Yay! Neko power!"

"Stop saying that," Leon said in an annoyed tone.

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

Punisher immediately charged in at Leon and punched him hard, knocking Leon for a loop.

"Son of a-" Leon struck Punisher back hard.

The two started attacking each other with some punches, though Leon was able to get in a few quick kicks, going for his sides and then doing a back kick. Leon then did a big kick to his face and punched him down.

Morrigan flew in and threw some punches at Daredevil, but he used his senses to evade her attacks before she could land them and then did a quick back hoof to her gut. He then proceeded with a punch to her face, though she answered that with a Soul Fist blast to knock him back.

Felicia got her claws out and swiped at Elektra though she was able to block the attacks and punch Felicia down. Felicia shook her head and went for more attacks but Elektra side-stepped and kicked Felicia down.

"You're mean!" Felicia shouted and did a spin attack to knock Elektra back.

"Hey! That's my move!" Sonic shouted at Felicia.

Leon still battled Punisher, mostly attacking with some kicks and a few elbows to his face. Punisher then punched Leon and delivered a strong head-butt to the middle of Leon's face.

"Damn you're ruthless," Leon said and did a quick kick to Punisher's face.

Morrigan continued to attack Daredevil, mainly trying to stay in the skies to avoid setting off his senses, though Daredevil's hearing still came in handy when she flew in to attack. Daredevil quickly side-stepped and punched Morrigan in the side.

"Oh, rough boy," Morrigan said and did an upwards kick to Daredevil's face. "I like to play rough."

Felicia continued to claw at Elektra, even sneaking a kick and throwing a strong punch. "Neko Punch!"

Elektra got knocked back and huffed angrily, "Damn cat!"

Elektra continued to attack, both doing some damage to each other.

Leon was still dealing with The Punisher, trying to figure out how to win this for his team. Punisher is proving to be ruthless, if he's not careful he could lose from a knock out. He looked to see Morrigan having a little trouble with Daredevil and Felicia struggling against Elektra.

"Gotta figure something out," Leon said and used some quick thinking. He did a take down to Punisher and called to his teammates. "Hey Felicia! Morrigan! Over here!"

The two knocked their opponents back and rushed to Leon.

"What is it?" Morrigan asked.

"We're not fairing too well alone, we need to work together on this," Leon said.

"How so?" Morrigan asked.

"Stay close to each other, let them come to us but watch over each other alright?" Leon said.

"Right!" Felicia said.

"If you say so," Morrigan said.

Soon Punisher, Elektra and Daredevil surrounded the three, looking for an opening to strike. Punisher went in after Leon but he blocked a punch as Morrigan did a punch of her own to Punisher. Elektra went for Morrigan but Leon kicked her back as Felicia elbowed her. Daredevil knew to be a little more cautious. He moved around quickly and managed to land a blow in Leon's ribs but Felicia was able to whack Daredevil and Morrigan hit a Soul Fist.

The three Marvel heroes snarled a bit and went full in, striking at every angle while the Capcom heroes had done a good job of evading and countering, occasionally taking strikes but always being able to come back from it. Eventually all three of them found an opening to hit a punch strong enough to daze them and each did their own takedown to end the fight, with Leon doing another kick to the head of Punisher, Morrigan doing a dive kick to Daredevil and Felicia doing an uppercut to Elektra.

"Here are your winners, Leon Kennedy, Morrigan and Felicia!" Cadance announced.

Leon wiped some sweat off his face as he looked down to his opponents. Morrigan gave a seductive grin to all around her. Felicia did a kitty smile and licked her hoof, purring in the process.

"You did it Leon! Great job!" Claire shouted.

Peter watched from the back, a little disappointed. "I thought Daredevil could have won that one."

"Leon knows what he's doing, he might make a formidable opponent," Logan said.

Ryu himself had a look of approval, "Smart tactics Leon. Easy to see why Chris trusts you so well."

Peter realized that with this match being over, he's up next. "Guess it's time for us to fight."

Logan nodded, "Let's do this."

"Yeah, time to kick some ass," Johnny boasted as the three went to the ring, joined shortly by their opponents.

"It's time for the final battle for today! On the Capcom side is Trish, Mega Man X and Zero! On the Marvel side, Johnny Storm, Wolverine and The Amazing Spider-Mane!" Cadance gleefully shouted.

The crowd cheered loudly at the mention of Peter's name. He grabbed his mask and placed it over his head to make his attire complete.

Zero huffed a bit and called to Cadance, "Hey Pony! Try not to play favorites too much!"

"Her name is Cadance, and she's a Princess, have a little respect!" Peter shouted.

"If you say so, Spider-Mane...wow what a goofy sounding name," Zero said.

"You're name is Zero, a number below one, as in nothing...", Peter pointed out, much to Zero's annoyance.

"Don't let him get to you," Trish said. "He's one to talk a lot to annoy his rivals into make a mistake."

Twilight watched from the crowd with some concern, "You can do it Peter! I love you!"

"Beat them up daddy!" Mayday shouted.

"You got this Peter!" Rumble cheered.

"Give a good fight Peter!" Mary Jane shouted.

"Please be careful Peter!" Aunt May shouted.

"Come on Logan! Show them that you're the best in the world at what you do!" Fluttershy cheered.

"Show them what you got Wolverine!" Rogue cheered.

"Don't let them beat you Logan!" Kitty shouted.

"Show them that you're awesome Johnny!" Rainbow said.

"Go get them Johnny!" Pinkie shouted.

"All three of you can do it! We all believe in you!" Apple Bloom shouted.

Logan brought his allies in close, "Alright, Parker you take that Zero guy, Storm you get X and I'll handle that demon lady."

The two nodded and focused on their opponents.

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

Johnny immediately flew in and blasted X in the face with some fire and flew around shooting more beams of fire at the robot. X tried firing some buster attacks but Johnny proved to be too fast as he flew down with a double punch to his face.

X shook it off and went to attack with a diving kick, though Johnny grabbed him mid-air and slammed him down to the ring and sent a fireball down on him for some extra damage.

X stood up and huffed angrily, he won't lose to The Human Torch. He aimed his Mega Buster and fired again, this time hitting Johnny in the leg, though it wasn't enough to slow him down. Johnny just flew in and punched X a few times and then kicked him back.

"Too hot for you!" Johnny said while doing a cool pose, getting a cheer from Rainbow Dash.

Trish had attempted to zap Logan with her electricity but Logan moved pretty quickly around the ring and then rushed in to punch her hard, knocking her back a little. Trish ran in and did some quick kicks but Logan blocked them and back elbowed her face.

Trish became frustrated and threw a few extra punches at Logan, eventually hitting him once, stumbling him back. Trish them zapped him a few times but Logan recovered and went in for a punch to her gut and then a head-butt to her face.

"Too rough for ya darling?" Logan said with some arrogance.

Trish answered by throwing another punch but Logan blocked in and flipped her down.

Zero himself threw a series of punches at Peter, though he dodged them all almost easily, causing some frustration for Zero as he punched faster. Peter then stopped a punch and back hoofed Zero away.

"You're gonna have to be a tiny bit quicker than that," Peter said.

Zero snarled, "Don't mock me!"

Zero again rushed in to attack but Peter had sidestepped and kicked Zero's ribs and elbowed him down. He then grabbed him and tossed him into the air, though Zero took the time to shoot down a mega buster attack, which Peter quickly sidestepped.

Zero landed and rushed at Peter, throwing some more failed punches, though he was able to leg sweep Peter and knock him down.

"Here's my chance!" Zero said and punched down at Peter but he rolled out the way and did a jumping kick to the robot fighter.

Back with X, he continued to attack Johnny but Johnny was moving too quickly for him. X got angry and fired a bunch of random mega buster attacks which Johnny dodged in mid-air and flew down to hit X with some flame punches.

He then kicked X away, and as he rolled toward the edge of the ring, Johnny charged up a fireball.

"Take this!" Johnny said and blasted X really hard, knocking him out and out of the ring.

Trish noticed her teammate lose, her worry caused a distraction, allowing Logan to hit a hard forearm. "Better pay attention!"

"Pay attention to this!" Trish said and zapped Logan back. She went in to attack again but Logan hit a Berserker Barrage attack and knocked Trish back down. As she stood up, Logan dashed around her and threw several quick punches and finished up Tornado claw attack to knock her out.

Zero continued his attack on Peter, firing some more mega busters as well, but it wasn't enough. Peter was able to dodge them and rolled in to punch Zero hard in the face and then did the flash kick move that he learned from Chun Li and finished off with a jumping back kick to knock Zero out and far out the ring.

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

Peter got into his spider-stance in the middle of the ring. Logan showed off his claws a moment before kneeling down to take a breath. Johnny had flamed on a bit, even extending his wings to make himself look more awesome.

Ryu crossed his forelegs in the back, "That doesn't surprise me."

Twilight teleported into the ring to hug Peter tightly, "You did it! Not that I should have any doubt but it's great to see you succeed!"

Peter returned the hug to his wife, "Thanks dear, wasn't too hard honestly."

"Yeah we totally whooped them!" Johnny boasted.

During this, Chun Li had also rushed to the ring and approached Peter, "It's no surprise you won, but I'm happy for you nonetheless, looks like you've made some use out of our training too." Peter gave a friendly nod, though Chun Li was met with a slight scowl from Johnny. "You're not too mad that I defeated your family and took them out of the tournament are you Johnny?"

Johnny did an 'oh well' shrug, "Guess I shouldn't be, you beat them fair and square, and I'm proud of them for putting up a good fight, especially my sister Susan. But I was hoping they could have progressed too."

"At least you're still in, you have a chance to win for all of the Fantastic Four," Chun Li said.

"Hey as long as I can continue to look good for my mare, I'm good," Johnny said.

Rainbow had then flew into the ring to hug Johnny from behind, "You'll always look good to me."

Fluttershy decided to follow her friends' lead and fly into the ring to nuzzle Wolverine, "I'm so proud of you."

"Thanks darling," Logan said while pulling her into a side hug.

Cadance went to the center of the ring, "That's all for today everypony, see you tomorrow for round two!"

The stadium soon started to empty up as the group made their way to the back.

Peter and his team met up with the other Marvel team winners as they left the stadium.

"Looks like the sides are even, four on one side and four on the other," Cap said.

"Though the teams on the Capcom side aren't gonna be easy to beat, they got the best fighters and strategists," Logan said.

"Not to mention they have teammates that work like an actual team," Remy said, glaring slightly at Deadpool.

"Oh don't get me started on that," Laura said.

"Hey I didn't start a fight with you in the ring now did I?" Black Cat said.

"Enough!" Logan shouted. "Let's not start arguing among each other! That will make us look bad and fight worse!"

"Teamwork and cooperation are the keys to winning this, let's try to incorporate those shall we?" Cap said.

"Fine by me, I'm heading back to my place, see you all tomorrow," Black Cat said and dashed off.

"We should get the rest of our teammates and make our way back to our rooms," Iron Man said.

"That reminds me, are we staying in Canterlot tonight or going back to Ponyville?" Peter asked.

"We're gonna be staying in the castle, Princess Celestia arranged rooms for all of us," Twilight said.

Bobby looked to the castle, "You mean that big fancy one? I'm all for that."

Around that moment, the Capcom ponies walked by, Ryu glaring a bit at Peter. "Good luck tomorrow...you'll need it."

"Um Ryu, dude, me, Pete and Logan just KOed three of your teammates like nothing, I don't think it's luck right now," Johnny said.

"That was just part of the challenge, let's see how well the three of you would fare against any of these other teams," Ryu said.

"Peter can handle them, just you watch Ryu," Twilight said.

"Plus I'm not alone, I have my teammates," Peter said.

"I look forward to challenging them as well, wouldn't mind having the chance to face Wolverine again," Ryu said.

Spike stepped forward. "Hey, for all you know you could end up having to worry about Janet and her team!"

Ryu looked to Janet, "The one that shrinks? Her team seem like decent fighters but I don't know how far they can go."

"Oh you'll find out, better hope you don't get us," Laura said while showing off her claws.

Dante nudged Ryu, "Let's go man, we have strategies to work out."

"Leave them to whatever they plan on doing," Chris said.

Ryu nodded and turned to Peter for one last comment, "Soon you will prove what you are, man...or a child?"

Ken snickered, "Hey didn't you guys call Spider-Man some unimpressive, overrated child? Looks like we're about to find that out."

Peter shook his head, these insults were becoming a little ridiculous. He supposes it can't be helped, right now he just wants to go to the castle come up with plans with his teammates, then cuddle with his wife.

However Spike decided to speak up in honor of Peter, "Honestly it's weird for you guys to say that when those traits can define you!"

Chris looked to Spike with a glare, "Excuse me?"

Spike crossed his arms with a confident grin, "You heard me. I mean take Chris and his tough guy thing, that's unimpressive . Then Dante seems to have this very high image of himself that isn't well deserved, kinda overrated; and Ryu is acting in a very childish way, he can't accept anyone who doesn't agree with his points of view!"

Dante looked to his team with a look of disbelief, most of them surprised, though Chun Li held back a giggle. She agrees with Spike, but in a way he was kinda cute saying that. Spencer however just had a grin, he hoped that would get his fellow Capcom guys to see the point as even a young dragon can call them out on something like that.

Chris took a breath and slowly turned to Dante, "Get him."

Dante walked toward Spike, "Ok you wanna be a tough guy? How about taking me on right now!? I got some left in me for today!"

Before Dante could get closer, Superman had suddenly appeared before Dante. "That's far enough."

Dante jumped back and had a look of shock on his face, "Where'd you come from!?"

"Not important, I just want to make sure you and your allies don't provoke any more problems. The fighting is meant for the ring, not to be a random challenge to young dragons!" Superman said.

Dante backed up a little and turned to his friends, "Let's just go, this has been a waste as it is."

The rest of the Capcom group followed, though not before Chun Li and Spencer waved good-bye to the Marvel fighters, which they returned.

Spike looked impressed, "Wow...Superman came to help me...not that I needed it, I could have totally taken that guy, but still..."

Twilight approached him with a bow, "Thank you Superman."

"No trouble, I am always willing and ready to help, regardless of what world I am in," Superman said.

"You're truly a good hero for that," Twilight said, then noticed Sunset making her way over, looking in awe of Superman.

Superman turned and waved to her before heading to the sky. "I'm gonna go check this world out a little more, I hear there's a kingdom of crystals, that sounds pretty interesting to me. I'll see you tomorrow."

With that Superman flew off leaving the ponies in awe. Something about seeing Superman fly away seemed awe-inspiring, even to the Pegasus Ponies.

Deadpool didn't look to impressed, "So...he can fly, what's so special about that?"

Peter and Sunset glared, "Shut up Deadpool!"

"That doesn't answer my question but whatever, I'm off," Deadpool said and trotted off to the castle.

"So now what?" Remy asked.

"The superheroes should get to the castle, maybe work on some teamwork strategies. Personally I'm gonna go find Rita, she really wants to see the libraries here," Twilight said.

"Maybe make sure all them guests are comfortable here," Applejack said.

"Good idea," Rarity said, then looked around. "Wait where are the foals?"

In the distance they heard Apple Bloom shout, "Mayday give Rumble back to me right now!"

"No way!" they heard Mayday shout.

Soon Mayday is seen running nearby carrying Rumble and Apple Bloom giving the chase alongside her Crusader friends.

Rumble doesn't know what's happening, or how Mayday is able to carry him despite their size difference. This is really awkward for him.

The ponies and heroes couldn't believe what they saw. Cap turned to Peter, "Question, did she inherit any of your powers?"

"None that I know of," Peter said.

Bobby had an idea, "If she gets your powers, that would make her a mutant!" He turned to Peter with a big grin, "Your daughter can join The X-Men!"

Peter had an unsure look on his face, "Let's not focus on that now, I need to go help Rumble." Peter then went after the foals as they continued to run.

Soon came time for everyone to get to bed. Big fight was gonna happen tomorrow and they want to be well rested. Peter rested on his bed, looking up while thinking about the fight tomorrow.

Twilight had rested her head on his shoulder and gently rubbed his face, "Can't sleep?"

"I'm just thinking about the fight, and hopefully what it means after it ends," Peter said.

"Hopefully it means your rivalry is set aside, and maybe it can also mean that you can focus on making friends in Capcom like you did with Chun Li," Twilight said.

"I'm just hoping that this fight will be enough for them though," Peter admitted.

"It will be, Chun Li said she would do her best to make sure there wouldn't be any more challenges," Twilight said.

"You're right, guess I just need to relax now," Peter said.

Twilight smiled and crawled over him, "I can help you with that part Peter."

Peter did a blush and a smile, "I won't complain about that."

It wasn't long before the two engaged in a kiss, Twilight hoping to ease Peter's mind and get him better ready for the fight. Peter felt extra motivation to do good, to please his wife and really put on something worth watching.

The fight continues.

Comments

[Nox Knock Jokes]

Twilight seems OOC in this fic sometimes.
If Mayday did inherit Peter's powers, that would be awesome!

[Saphirus92]

very exciting fights. alil disappointed that the Justice League and the other visitors didn’t take part in it, but it’s Marvel vs Capcom, not everyone vs everyone and their mamas.
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However Spike decided to speak up in honor of Peter, "Honestly it's weird for you guys to say that when those traits can define you!"

Chris looked to Spike with a glare, "Excuse me?"

Spike crossed his arms with a confident grin, "You heard me. I mean take Chris and his tough guy thing, that's unimpressive . Then Dante seems to have this very high image of himself that isn't well deserved, kinda overrated; and Ryu is acting in a very childish way, he can't accept anyone who doesn't agree with his points of view!"

You guys might want to get those burns treated soon.
-----

Soon Mayday is seen running nearby carrying Rumble and Apple Bloom giving the chase alongside her Crusader friends.

Rumble doesn't know what's happening, or how Mayday is able to carry him despite their size difference. This is really awkward for him.

Nope, nothing out of the ordinary here.