Spiders & Magic: Heroic Harmony

by Masterob

Increasing Difficulty

Twilight flew as fast as she could, she knew her brother wads in danger, she knew Vergil was strong. She wasn't sure if her brother could match Vergil's strength, which is why she had to go rescue her.

As she flew, both Dante and Logan ran after her, both using their super speed to keep up with her.

"I get she's strong, I get she's brave, I even get that she wants to help her older brother, but challenging my brother isn't a smart idea!" Dante said.

"It's her family, you do anything fer your family!" Logan said.

"I know, but she shouldn't be going by herself, Vergil can be very tough when he wants to be!" Dante said.

"Yeah, he's tough. But Twilight is one of the toughest chicks I know, if anyone can do it, it's her," Logan reassured. He noticed Dante' uncertainty so he continued, "Look, it's great that yer worried for Twilight, proves you are a nice guy under that tough guy attitude, but Twilight can handle herself, at least long enough fer us to get there."

Dante couldn't help but worry, there's a reason Vergil's one of Capcom's top villains. He can only hope he gets to Twilight in time.

---

Back in the Empire, Peter is punching his way through every robot in his path. He was not gonna let them stop him from reaching his wife. "Twilight!"

Cap and Stark are both fighting against Ultron, knocking the android back with each strike, Cap using his shield for added damage. Ryu also rushed over to attack Ultron, using his quick strikes to hit the robot with much ferocity.

Ultron whacked the three ponies back and used his non-damaged hand to fire a blast that hit Stark through a home, then punched Ryu over the rooftops.

Mega Man and Wasp attacked with the Mega Buster and Bio-Stingers respectively. Tron went to attack them but Wasp zapped Tron in the face while Mega Man blasted her back with a charged Mega Buster.

Ultron rushed in to whack Mega Man away and knee Wasp towards a window. He saw Peter trying to leave the Empire and went to follow him.

Chris fired at Ultron with his machine gun, though it did little damage as Ultron sent a laser at him, causing Chris to narrowly dodge.

Ultron flew over to attack Peter, but the webbed hero managed to counter and kick Ultron in the face. He then webbed him to slam him around a few times, even using him to take out several robots and then toss him away, taking him far across the Empire.

He rushed out the Empire, through the snowy blizzard.

"Don't worry Twilight! I'm coming! I will rescue you!" Peter said.

"You should worry more about rescuing yourself," Peter heard. Suddenly Wesker had come from the sides and punched Peter in the side of the head, knocking the hero over.

Peter got up and glared, "Wesker, I don't have time for you!"

"Let me guess, Twilight found out that her brother's in danger, she wants to go rescue him, but you want to rescue her, leaving an entire Empire to it's potential doom," Wesker said.

"The Avengers are there, so are Luna and the rest of my friends, they can handle your buddies no problem," Peter said.

Suddenly Juri attacked from nearby, knocking Peter across the snow. "Hey Spider, miss me?"

Peter glared, "Not you too."

"Aw, I'm hurt, I thought we could be friends," Juri said, then kicked his face. "I really like spiders you know."

Peter rubbed his face, glaring at Juri. "Well I don't like whack jobs who hurt the innocent."

"How innocent are they really? Wesker and Vergil are right about one thing, the world might be better off without such inferiority," Juri said.

Peter rushed to attack Juri, but she was able to side step and kick his face, allowing Wesker to rush in and punch his stomach. Both then kicked Peter back, more towards the Empire.

"We will not allow you to further interfere with our plans. I am going to dispose of you, Vergil is going to dispose of your wife, then one by one, everyone else you know and love will be exterminated," Wesker said. Peter struggled to get up but Wesker jumped and landed his hind leg on Peter's chest, causing him to cough in pain. "Believe this Peter, while I would love to make you watch as I take everyone you know and love away from you, it would be more beneficial to my plans if we deal with you and your wife right now!"

Wesker then kicked Peter into the air as Juri jumped up and kicked him back down, Peter going more towards the Empire.

Peter got up, holding himself in pain as Wesker approached him. "I won't let you get away with this Wesker!"

"Like you can stop me!" Wesker shouted, dashing over and punching Peter hard enough to send him to the wall of a house.

Juri rushed over and kicked him through the wall, then pulled him out and tossed him aside. "Finally, out of that Blizzard, even with this fur I felt a bit cold." Juri grinned, "Though that's only one thing I like about being a pony, the other thing is the freedom. Not having to wear clothes, it makes me feel a bit relieved."

Juri approached Peter and turned herself around, exposing her rear to him. "Though I guess the back's still a little revealing, but everyone else is fine with that, so I can live with it. Like what you see though Peter?" She moved a little closer, shaking her rear. "You can explore a little if you want, I don't mind."

Peter had an awkward blush, "Hey, are you fighting me or flirting with me?"

"I like to do both," Juri said, then kicked Peter in the face. "So far you and Chun Li are my favorites."

Wesker walked over to a dazed Peter, "Enough of this, it's time I end this." He grabbed Peter, ready to attack when a card was thrown at him, exploding in the process.

Juri went to see what happened but got blasted back by ice.

Peter looked around and saw Remy, Bobby and Trixie approach him, checking up on any injuries.

"Peter, you're too reckless sometimes, don't go rushing in to do this by yourself," Trixie said.

"Twilight's off on her own, she's going to challenge Vergil, I have to go save her," Peter said.

"Twilight wants to challenge Vergil? On her own?" Bobby asked. "I know she's strong but Vergil's probably got robots of his own."

"Dozens of them," Wesker said. "And with his enhanced magic, with all our enhanced powers, thanks to the books that Starlight gave us, any one of us is an unstoppable force," Wesker said.

"That's why we're gonna take over these worlds, things will finally go our way," Juri taunted.

"Like I'll let you!" Peter rushed to attack but Wesker punched his gut, causing Peter to immediately stop as Juri rushed over and kicked him a few feet back.

Remy rushed over and attacked Wesker with his staff while Bobby went for an ice punch against Juri.

Trixie assisted Peter in standing up, "They have seem to have gotten stronger, feels like each time their power has increased somehow. If this keeps up, Wesker's gonna completely match you in strength."

"I don't know how it's increased, but I don't care. But I need to go after Twilight, I don't wanna leave you here to fight Wesker but at least you have The Avengers and Princess Luna here, Twilight doesn't have a lot," Peter said.

"Well I did see Logan and Dante run out of The Empire, maybe they're going to help Twilight. Logan's really strong and Dante would know how to fight his brother," Trixie said.

"Still, I wanna be there just in case. Keep trying to stop them, I'm gonna go after Twilight and protect her from Vergil," Peter said.

He immediately dashed off. Wesker noticed and tried to stop Peter but Remy continuously tossed his cards at him, "Your fight's with me."

Wesker rushed in and punched Remy's gut hard enough to leave him on the ground, trying to catch his breath. Wesker then kicked him towards a house, creating a hole in the process.

Bobby tried to continuously blast Juri, but she dodged out the way and kicked his head a few times and then did an energy powered spinning kick to knock him through a nearby window.

"Pitiful," Wesker said, then turned towards Peter's direction. "Time to stop him."

"Hey, any chance we could keep him alive for a bit? Kinda wanna see what he can do in bed," Juri said with a seductive grin.

"Juri, there's no time for that," Wesker said, somewhat annoyed.

Juri shrugged, "Oh well, bit of a shame, but I can find more where he came from."

Trixie stood in front of them, "Like I'll let you!"

Juri raised her eyebrow, "You really think you'll make much of a difference?"

Trixie looked ready for a fight against the two, they may outmatch her but that won't stop her from trying. She charged to attack but Wesker side-stepped and kicked her away.

"You are far beneath me," Wesker taunted, then turned to Peter. "Time to end this."

Wesker rushed over and jumped into the air, landing down on Peter with a strong punch. To his surprised when he landed, Peter seemed to just disappear.

"What!? Where did he go!?" Wesker asked, looking around frantically.

Trixie stood up with a grin, "Illusions, my specialty. Peter's already long gone to find your friend, he's gonna defeat him and save his wife. Then he's coming for you next."

Wesker rushed to punch Trixie through the hole of the same house he knocked Remy through, Trixie landing on the interior wall.

"I don't appreciate your tricks," Wesker said, rushing to punch Trixie in the gut a few times, then doing one final punch that knocked her through the house and caused her to skid the ground as she landed against another house.

Wesker marched angrily towards her with Juri following, very annoyed at Trixie herself.

"We'll teach this little filly to make a fool out of us," Juri said.

Trixie stood up, ready to keep fighting as she blasted at Wesker and Juri. Both side stepped as Juri rushed over with a kick to her head, Wesker with a punch to her back and both doing a combination uppercut and upwards kick under her chin to knock her into the air and across the street area.

Wesker continued to march towards Trixie, though suddenly he heard someone call out to him.

"Hey back away from the pony!" Wesker turned and saw Ant Man flying at him.

"What is this now?" Wesker pitifully asked.

"Time to take you down!" Ant Man shrunk as he got closer, but unfortunately for him, Wesker was still able to whack him to the wall of another house, creating a hole in the shape of a pony. "Ow."

Wesker groaned and turned towards Trixie again, but got hit in the face with a shotgun blast. Wesker glared over at the one who attacked him, "Chris..."

Chris stood there with his shotgun out, Jill joined him a moment later, her machine gun out.

"It ends here Wesker," Chris said.

Wesker and Juri both glared, then saw Ryu and Chun Li stand across as well.

"Juri, Wesker, we won't allow you to bring anymore harm to this or any other world," Ryu said.

"Shame, you say that very often, yet you do little to stop us," Wesker taunted.

"How about less talking and more fight, prove your words," Juri challenged.

The four Capcom Fighters got into a stance, ready to defeat Wesker and Juri, then the rest of their team.

---

Elsewhere Twilight is still flying, hoping to find her brother and protect him from an attack from Vergil.

"Shining Armor...please be ok, I couldn't stand it if you got hurt," Twilight pleaded to herself.

As she flew she saw something that set off her nerves and worries. She saw fallen members of the Royal Guard. From what she saw on their wounds, they were taken down by sword attacks. Some even had light swords in them, giving Twilight more reason to worry.

"I gotta hurry!" She flew around, finding other members of the guards until she saw some pony survivors. "Civilians?" She landed in front of them. "Did any of you see my brother Shining Armor?"

Before any of them could speak, one voice called out. "Twilight!"

Twilight turned around and saw a very familiar yet injured pony, "Flash Sentry?"

Flash approached her as best he could, despite the scars, bruises, and the blood trailing down his forelegs. "Twilight, you need to go, it's not safe!"

"Where is Shining Armor!?" Twilight asked.

"He went after the pony that did that!" Flash pointed to the other guards. "He's a monster! He used techniques and magic I've never seen before!"

"He had a blue coat correct?" Twilight asked.

Flash nodded, "Yeah, we stood no chance against him, Shining Armor doesn't want to go down without a fight though."

"Don't worry, I'm gonna go and put a stop to him," Twilight said and trotted off.

"Twilight! Wait!" Flash pleaded. "It's too dangerous! You're too important to Equestria! Think about your world! Think about your children!"

Twilight stopped and turned around, "I am, which is why I need to defeat Vergil!" She flew over to find him.

Flash groaned at her stubbornness, "First thing's first, I gotta get these ponies to safety." He turned to the crowd, "Follow me! Quickly!"

Twilight flew around, looking for any sign of Vergil, though from the light swords everywhere, and the damage, she had to imagine he was close by. "Vergil! Show yourself!"

She looked around, waiting, hoping to find him. She was about to call out again when she heard a familiar voice, "Twiley?"

Twilight smiled, "Shining Armor, are you..." As Twilight turned to him she felt her world crash. There her older brother was, badly injured, sitting in a position while holding a wound, seeing the blood leak out, his face a mess. "Big Brother!"

Twilight ran to him, checking his injuries, though he tried to play it off. "It's nothing, I've handled worse."

"I don't have time for your tough guy act! I need to get you to safety! Look at you, you're hurt really badly!" Twilight said.

"But he's still out there, I can't stop knowing that demon is endangering others!" Shining Armor insisted.

"You need to rest, let me handle Vergil, I can take it from here!" Twilight argued.

"Oh can you know, little Twiley?" she heard. She looked up and saw the one pony she didn't want to see. "You..."

Standing on the roof of a destroyed home was the half-demon Son of Sparda, Vergil. His hoof was placed over his sword, ready to take it out when need be. "Twilight Sparkle, good to see you."

Twilight growled, "You...how dare you. You'll pay for what you've done!"

"Twilight, you could barely match up to me before, what makes now so different?" Vergil asked.

Twilight charged her magic, "Now it's personal, I'm gonna put you in your place you spoiled brat!"

Vergil grinned evilly, "I'd like to see you try Princess."

Twilight flew over to attack with a magic blast, but Vergil easily deflected it with his sword as she got in closer. She attempted a punch but he jumped back, attempting to attack with his sword, swinging it around as she kept her distance.

She moved back and charged at him with her magic glowing as he charged at her with his sword. The two clashed with each other, Twilight blocking Vergil's sword with her horn, the two glaring into each other's eyes.

They jumped back and attacked again in a split second. Suddenly they were on the other side of each other. Both turned around, revealing a wound from the attack. Vergil had taken a magic blast to his face, his skin slightly damaged and Twilight's cheek had been cut, a little blood showing.

"Perhaps you can be an entertaining fight, little pony," Vergil taunted.

"Same to you, demon boy," Twilight said.

The two got into a stance and attacked again.

---

Back in The Crystal Empire, Chris and Jill were double teaming Wesker, Chris fired at Wesker but he dodged the bullets very easily. Jill rushed over to attack with some kicks but Wesker grabbed them and tossed her away.

Chris attempted to punch Wesker, but it was grabbed and Chris received a punch of his own to his gut and Wesker kicked him away. Jill fired her machine gun at Wesker but he jumped over the bullets and kicked her to a wall.

Chris trotted over with a hunting knife, hoping to attack Wesker but the attack was blocked and Chris was punched in the gut and kicked into the air. Jill went to attack again but Wesker grabbed her and tossed her into Chris, the two getting knocked into each other.

Ryu and Chun Li double teamed Juri with their strikes, Ryu focusing on his punches and Chun Li on her kicks. Juri was able to block their attacks each time and even grabbed Chun Li to toss her into Ryu. She jumped into the air and landed down with a kick but Ryu managed to dodge out the way and go for a punch, which Juri parried into a punch of her own.

Chun Li went to kick Juri but the attack was blocked and Juri was able to kick her face and then slam her down. Ryu went for a kick that knocked her back a little, though as he continued to attack, she did an energy kick to his chest and then elbowed him in the face.

Chun Li rushed in with some quick punches and even managed to sweep her legs and do a punch to the ground but Juri grabbed it and kicked the side of Chun Li's head a few times, then stood up with her hoof still grabbed and tossed Chun Li aside.

Trixie stood up and saw the Capcom group having a hard time, she charged her magic and zapped Wesker from behind. The attack did little damage, but the distraction allowed Chris to hit Wesker with a strong punch and Jill to follow up with a diving kick.

Juri went to help but Ryu had gotten in front of her and punched her a few times before hitting his uppercut. "SHORYUKEN!"

Wesker and Juri were momentarily dazed, but before the Fighters could capitalized, Tron arrived in her Gustaff and fired her laser gun at them. "Back off you bunch of dummies!"

"Did she seriously call us 'dummies'?" Chris asked as he dodged.

While she fired, Rainbow Dash and Johnny arrived to kick her machine out of the air, causing Tron to tumble down.

"Wow she's annoying," Rainbow Dash said.

Tron growled, "Servbots! Attack!"

Soon all the Servbots started approaching the Fighters.

"Not these stupid things again," Jill complained.

"Fear our power mortals!" one of them shouted, in the least intimidating voice possible.

"Oh no, how will we ever stop them?" Chris sarcastically asked.

"Yes, perhaps it is too late for us to win," Chun Li sarcastically added.

All the ponies nearby had a giggle at this, somewhat annoying the Servbots.

"Who knew they could have a sense of humor?" Johnny asked.

"We heard that," Chris said.

Remy and Bobby recovered and saw all the Servbots approaching.

"This a joke? Why even have those robots when there are still plenty of the other more intimidating ones?" Remy asked.

One Servbot went to attack Chun Li, though she kicked it into the air, going towards Rainbow Dash, who circled around and kicked it into the castle.

As it recovered, it looked around and saw several ponies staring at it, from The Cutie Mark Crsuaders, to Rumble, to Mayday and her friends, and the other ponies inside.

"You foolish mortals! Today you will lose! For Miss Tron and our new God Wesker will take over your world!" The Servbot said.

The room was silent a moment before Mayday pointed at it, "I'm kicking your ass."

"Wait, what?"

Suddenly the sounds of a Servbot in pain echoed through the halls of the castle, pains heard even outside by Electro.

"Ha, stupid robot," Electro said and walked off to fight more Ultron robots.

---

Back with Twilight and Vergil, the two continued to exchange blows, Vergil attacking with his sword while Twilight attacked with her magic.

"Give up! Now!" Vergil shouted, sending light swords.

"Never! I refuse to lose to you!" Twilight shouted, shooting her magic.

The two clashed some more, sword to magical horn. Shining Armor could only watch as his sister battled against Vergil, though luckily faring well again him.

Vergil again tried to attack Twilight with a strong swing, but she sidestepped and blasted Vergil in the face.

"You try my patience Twilight Sparkle!" Vergil said, sending some light swords at her.

"Then leave my world!" Twilight said, shooting an array of magic blasts.

Vergil dodged them the best he could until one went through his leg. "Ow! Damn you!"

Twilight grinned, "That's what happens when you underestimate me!"

Vergil's eyes glowed as he started to float in the air, "I'm not done yet Princess!" Suddenly he surrounded himself with Light Swords as a type of barrier as he fired a few down, Twilight barely dodging them.

She flew over to attack but he blocked with a good amount of them and knocked her back, leaving her open to take a sword through her left hind leg and right foreleg.

Vergil flew in to attack again and managed to cut Twilight across the chest before blasting her with some demonic energy, sending her to the ground.

"No! Twiley!" Shining Armor shouted.

Vergil landed down, his hind hoof on her stomach, "You put up a good fight Princess." He held the sword over her, "But now it's time to end you and your pathetic friendship!"

"Don't even think about it bro!" Vergil heard, then was attacked suddenly when Dante fired his guns.

Logan rushed past Dante and slashed Vergil across the face, causing stining pain for the half-demon. "That'll teach you, ya stuck-up bastard."

Vergil glared at the two, "So now completes me three most despised enemies."

"Good to see you too bro," Dante said sarcastically.

Logan bent down to Twilight, "Twilight, you ok?"

Twilight groaned, "I'm fine, please check on my brother though."

"I got it Princess," Dante said, approaching Shining Armor. "How bad is it?"

"He gave me quite a beating I admit," Shining Armor joked.

"Well my brother's no push over, but you have my respect for even challenging him, even if it was kinda foolish," Dante said.

"Something we can agree on," Vergil said.

Dante glared and stood alongside Logan, "Time to end this bro."

Logan attacked first, Vergil immediately blocked his claws with his sword and kicked Logan aside. Dante rushed in and the two clashed their swords in a quick pace. Logan got up and attacked again but Vergil sent a light sword through him.

Dante took this distraction as his chance to attack, slashing him across the chest then stabbing the sword through him.

Vergil groaned in pain, but managed to pull away and attack Dante again, getting him across the chest. Logan went to attack but Vergil blocked and then sent more light swords through him and Dante.

Twilight stood up slowly while charging her magic, and the moment Vergil had his back turned, she blasted him down, knocking the half-demon down.

Twilight slowly approached him, knowing that won't be enough to defeat him. Logan and Dante also approached him, all three surrounding Vergil.

"This is a redundant question I'm sure, but I still would like to offer the chance. Do you surrender?" Twilight asked.

Vergil stood up glaring, "You're right, it is redundant, because there's no chance of me giving up, now when I'm so close."

"Bro, seriously, give it up! You're not gonna win!" Dante said.

"That's what you think," Vergil said, then pulled something out of his coat.

"What's that supposed to be?" Logan asked.

Twilight took a moment to recognize it, "Wait a minute...that's the Alicorn-"

Just like that, Vergil placed the Alicorn Amulet on his head, his magic increasing tenfold. He floated into the air with a sinister laugh that echoed through the area. He could feel the power flowing through him, he felt unstoppable.

"Yes, with this power, the plan will be completed faster! I should give Starlight Glimmer some credit for finding this, but in the end it's my magic to control!" Vergil boasted.

Dante turned curiously to Twilight, "What's happening!?"

"The Alicorn Amulet, it's mean to increase the power of Unicorn Magic, even though he's not a Unicorn, he still has demon magic that's likely increasing!" Twilight said.

Vergil aimed his sword, "You should never have challenged me, now you shall fall with the rest of Equestria." He held his sword high, "And with the death of this world, we shall create new life, a life of Superior beings!"

"We will never let that happen!" Twilight shouted. "Not as long as we have the Magic of Friendship!"

Dante groaned, "Kinda corny Twilight."

"It's our source of magic, deal with it," Twilight said.

Within a split second, Vergil had created some light swords to fill the skies, ready to rain it down. "You can't stop this, it's the coming of our age, prepare for your judgement."

Before anything could happen, Flash Sentry flew towards Vergil with his spear. "We won't let you hurt our-"

Just like that, Vergil aimed his sword and Flash flew right through it, his chest pieced by the blade.

The others watched in complete shock as Flash struggled to speak any words, slowly fading as Vergil let him fall from the sword to the ground below.

"Such inferior beings do not deserve to exist in our world," Vergil said.

Flash fell with a thud, Dante and Logan checking on him.

"Damn, yer brother got him good," Logan said.

"We gotta get this treated, otherwise he won't make it!" Dante said.

Twilight angrily blasted Vergil with a magic beam, but he stopped it with his hoof, "That won't be enough." A moment later, Shining Armor tried the same thing, but again it was blocked. "Why are you still moving?"

Logan and Dante both jumped into the air to attack but Vergil slashed them both several times with his sword at speed even superior to theirs, then sent his light swords to pierce them several times.

"How foolish, like you could stand a chance against me now," Vergil said as the two fell to the ground below.

As they struggled to get up, Vergil prepared more light swords, aiming down. Before firing, he saw a familiar pony approach from the distance. "Oh look Princess, your Gallant Prince is here to save you."

Twilight turned and saw Peter arrive, glaring angrily at Vergil. Suddenly Peter noticed something terrible, "Oh no, the Alicorn Amulet!"

"So, you too know of this, it should only make sense, you spent eleven years in this world after all," Vergil said.

Peter looked across and noticed another pony, "Flash Sentry..."

"Yes, such a foolish pony. Perhaps I did you a favor, from what I've heard, you don't particularly like him," Vergil said.

"Even so, he doesn't deserve this!" Peter shouted, looking up at Vergil. "I'll make you pay!" His eyes started to turn blue as he turned to his friends, "Get him and the civilian ponies to the train! I'll distract Vergil!"

Dante looked a little curious, "Dude, what happened to your eyes!? And your voice!?"

"Never mind that! Just hurry!" Peter shouted, then looked back up at Vergil.

"He's right, hurry up!" Logan shouted. He and Twilight went to assist Shining Armor while Dante went to assist Flash Sentry.

As they left, Vergil aimed his light swords, "You think I'll let you escape!"

Peter jumped up and punched Vergil hard to knock him to the ground, then webbed down and pulled faster to land a strong punch to Vergil's gut.

"I won't let you hurt them!" Peter said, lifting Vergil up to punch him across the area.

Twilight and the others got on the nearby train, though noticed a problem.

"Dammit, there's no way to move the train without it being pulled," Twilight said.

Dante and Logan looked to each other, then to Twilight.

"Me and Logan got this, the two of us should be strong enough," Dante said.

"You're strong but I don't think that's enough," Twilight said.

"Where would we even go!?" Logan asked.

"That's right, The Crystal Empire's under attack," Dante said.

Twilight sighed, "Unfortunately we don't have a choice, if we go anywhere else those robots will be there. At least we have heroes there to protect them."

"That ain't the best idea Twi," Logan said.

"It's our only choice right now, from there we'll figure something out," Twilight said.

Dante and Logan looked unsure, but they had to trust Twilight right now. After all, taking ponies anywhere else could be just as bad, and there's a good chance the heroes may have reduced the danger anyway.

Back with Peter and Vergil, the two are continuing to fight hard, throwing their strongest punches. Even with Vergil's Alicorn Amulet, Peter is able to keep up as long as he has Dream's power.

Vergil tried to attack Peter with a slash of his sword, but Peter grabbed the sword and disarmed Vergil, allowing him to take a few punches and knock the demon knight around.

"You won't ever defeat me Vergil!" Peter shouted.

Vergil glared, "Don't get cocky! This is not over yet!"

Peter kept fighting until he saw the train leaving, at least that was taken care of, but he still needed to fight Vergil. Vergil however wasn't gonna let that train escape. Looking like he was about to attack Peter, he side stepped and went after the train.

"I don't think so!" Peter said, going after Vergil and attacking him.

Vergil fought Peter away and did everything he could to catch up to the train.

---

Back in The Crystal Empire, Ultron is firing down everywhere, attacking all the ponies in his sight. Cap tossed his shield at his face while Iron Man flew over and punched him around a bit.

Mega Man jumped to a rooftop and fired his Mega Buster to attack Ultron as Hawkeye fired a few explosive arrows.

Ultron sent lasers to hit them all, Cap blocking with his shield, Mega Man and Stark taking the attack and Hawkeye barely dodging.

Below not only are the Servbots still going after the heroes, but the Ultron robots decided to help. Tron, Wesker and Juri waited on a rooftop to watch the robots go to work.

They also turned to see that Laura is still battling Kraven while Deadpool fights Balrog.

Balrog is doing his best to take down Deadpool, the anti-hero being too quick. Unfortunately Deadpool got a little too cocky after a takedown.

"What now huh? Some tough guy you turned out to be!" Deadpool looked up and spoke to Wesker. "Hey! Albert! Got another challenge for me!?"

Wesker rolled his eyes, deep down grateful that Deadpool no longer works for him.

"Hehe, guess he's got no one, well I should finish this fight so I can," Deadpool turned around and received a punch from Balrog to a building.

"You were saying!?" Balrog shouted.

Deadpool shook the cobwebs out. "Damn that hurt."

Balrog went to attack again but this time Pinkie Pie rammed into him, "Get away from my Wade!"

Balrog got angry, "I hate you ponies!"

He went for some punches but she was able to dodged them, often hitting him in the face with various desserts she seemed to pull out of nowhere.

"You should try smiling more, maybe then you'd be less of a grumpy pants," Pinkie said.

Balrog got angry and managed to punch her to the other side of the Empire. Taking a breath he turned to Deadpool, "Now to finish with y-"

Suddenly Pinkie appeared on the other side and knocked into Balrog, taking him and the three villains by surprise.

"Where did she come from!?" Tron asked.

Balrog glared curiously at the now smiling mare, "How!?"

Pinkie tilted her head in confusion, "How what?"

"Oh a smart mouth huh!? Take this!" Balrog again punched her to one side of the Empire, only for her to appear again on the other and ram into Balrog.

"How!?" Tron asked.

Kraven watched with some confusion, "That...doesn't make any sense."

While he wasn't looking, Laura took the time to elbow him really hard in the back on the neck, hitting the proper point to knock him out. Afterwards she looked to Pinkie Pie and commented, "You're not wrong." She looked to Deadpool, "You handle the rest, I'm gonna go find Dust so we can deal with Ultron."

As she left, Balrog approached Pinkie angrily, "I know what to do!" He then hit her with a really strong uppercut, knocking her into the skies. "HA! What now huh!?"

Suddenly a green pipe emerged from the ground. Balrog looked inside and suddenly Pinkie Pie had come out, punching Balrog under his chin, finally knocking him out.

As she landed, she was shown wearing a Pink Shirt, Pink Cap with the letter P in the middle of a while circle and blue overalls, as well as a mustache.

"It's-a Super Pinkie Time!" She shouted in an accent.

Deadpool laughed out loud, "That was awesome! I love this freaken mare! She's the best waifu ever!" Deadpool rushed over and started passionately making out with Pinkie Pie.

Wesker, Juri and Tron just blinked in confusion, having no idea what just happened.

"I'm not even gonna ask," Wesker said.

"Same here," Juri said.

Tron was still in disbelief, "HOW!?"

Rainbow Dash flew by her, "Because she's Pinkie, that's why." Rainbow Dash flew away again, leaving Tron even more confused.

In the skies, Lightning Dust had flown towards Ultron as Laura held her claws out. Lightning flew right past Ultron as Laura got a good swipe of her claw, getting him right in the chest. She then jumped on Ultron's back and started slashing and stabbing with her foreleg claws and her hindleg claws.

Ultron knocked her hard in the face and tossed her off, but Lightning managed to catch her.

"He's pretty tough," Lightning said.

"We'll manage," Laura said.

Ultron grew impatient, "I tire of you foolish mortals, now perish!"

He and the other robots started shooting down lasers all over the Empire, some even going through the castle.

Cap grew worried and called out, "Double time team! Protect the castle!"

Everyone continued to attack, all the Pegasus ponies attacked up close, the projectile users attacked from below.

Shocker stood next to Sonata as they fired both their Gauntlets and Mouth beams.

"This is becoming a real pain," Shocker said.

"We'll end it, hopefully," Sonata said.

Vega flew around, taking down all the robots. "Such ugly creatures."

Several robots attacked on the ground, though luckily Spitfire had an idea. "Wonderbolts! Gather around!"

Within moments all the Wonderbolts, and Johnny, gathered near her as she explained a plan. Suddenly all of them grabbed some clouds and positioned them in the air, forming a massive cloud.

The villains were confused by this, what were the ponies up to?

"All heroes move out the way!" Rainbow Dash shouted.

As they looked up, suddenly Spitfire gave an order.

"LIGHTNING STRIKE!"

All the Wonderbolts then hit the giant cloud at different times, causing several lighting that hit a lot of the robots, including some Servbots as the heroes and fighters moved out the way.

Tron looked worried, "Wait! Those lighting bolts are hitting my Servbots!" She shouted up at the Wonderbolts! "NO! STOP!"

She fired at them but Johnny blasted the ray gun out of her hooves.

Soon all the Wonderbolts flew further into the air and flew down hard for a more massive attack, "SUPER LIGHTNING STRIKE!"

All them them created a Lightning Strike so big it completely destroyed all the robots in the ground, all of Ultron's robots and Tron's Servbots.

"Miss...TRON!" The Servbots shouted, shortly before they were destroyed.

Tron could only watch in shock as each of her Servbots were destroyed by the lightning. "No..." She sat down in complete shock, some tears coming to her eyes. "My Servbots..."

Wesker looked at her with some minor sympathy, he didn't care for the Servbots, but part of him didn't like seeing Tron upset. "Tron..."

"My sweet little Servbots...all gone," Tron said. She started to clench her hooves into a fist and gritted her teeth. "Those damn ponies...They'll regret this!"

Despite his small degree of pity, he also grinned slightly at this, knowing this would mean that Tron would now be remorseless in destroying the worlds. "Make them suffer Tron."

Tron glared angrily at the ponies, "I'LL MAKE YOU REGRET THE DAY YOU CROSSED ME! THIS WORLD WILL SOON DIE!"

Rainbow Dash kicked the cloud again and the lightning knocked Tron off the roof. "Like you can beat us."

Ultron suddenly appeared behind Rainbow Dash and whacked her down.

"No! Dashie!" Johnny shouted, then blasted Ultron with fire.

Ultron was not amused and flew over to punch Johnny's gut. "I grow tired of your inferiority Human Torch." He then whacked him down and turned his attention to his remaining robots, "Show no mercy! Destroy this Empire!"

More lasers rained down, hitting several heroes with its beams. Luna herself flew over and started zapping most of the remaining robots, destroying them instantly before turning to Ultron. "Now for you!"

She flew in and blasted him down to the outskirts of The Empire.

The other heroes went after Ultron the best they could despite their injuries and each tried to attack, but Wesker and his allies continued their assault, especially a fired up Tron, who would make them regret what they did to her robots.

Several heroes stayed in the city to defeat the rest of the robots, such as Felicia's group, Ant Man, Deadpool, Strider and Spencer.

Ultron fended off Stark and Mega Man mostly, with other heroes like Wasp and Hawkeye attacking from afar. Wesker had to fend away Chris and Jill, but soon he was challenged by Cap.

"Time to end this!" Cap started attacking Wesker, though his strikes were mostly blocked. Wesker tried attacking in return but Cap managed to maneuver around and punch Wesker a few times. The two continued to clash against each other as the other heroes either tried attacking a main villain or destroying any Ultron robots that followed.

As the battle continued, Johnny saw a train approaching. This train was different, since it was being pulled by other ponies. Not just any ponies, Logan, Dante and a few others. On the top of the train was Twilight, who seemed to be zapping somepony.

Johnny got a closer look and saw Vergil making his way over. He sent several light swords at the train but Twilight blasted them. Suddenly he was attacked by Peter, but mostly tried to fend him off.

Logan could see that not many robots remained, "Good, I think they saved The Empire!"

"What about Ultron and the others!?" Dante asked.

Logan looked to the side and saw the fights, the problem was several heroes and fighters were looking hurt, including Chun Li, Laura, Lightning Dust, Chris and Hawkeye. "Damn, we still ain't winning!"

Cap noticed Logan and Dante, so he whacked Wesker back and approached the two, "Are there more ponies inside?"

Logan nodded. "Yeah, one of them's hurt pretty badly, we need to-"

Suddenly Ultron flew over and kicked the train, knocking Twilight off, pulling Logan and Dante and startling the ponies in the train.

As Twilight got up, Ultron picked up the train. The ponies jumped out as Flash fell through a window. Luckily Peter was able to catch him before hit the ground, but looked up in shock as Ultron lifted the train, even moreso as he saw who Ultron was glaring at.

"Princess Twilight, looks like you're quite good when it comes to, catching a train!" Ultron shouted and threw the train at Twilight.

Twilight watched in shock as the train came at her, but luckily Cap pulled her out the way last second, right before train landed.

"Are you alright Princess?" Cap asked, placing her down.

Twilight nodded, "I am, thank you Captain."

"Please, you may call me-" Cap suddenly spat some blood out his mouth. Twilight screamed loudly when she saw the sight of Wesker's hoof going through Cap's chest.

"You always shield your front, but never your back," Wesker said as he pulled his hoof out.

Cap fell on his knees, holding the wound as blood leaked out. Cap then fell over as Twilight panicked over what happened.

"CAPTAIN!"

With teary eyes, Twilight frantically looked over his wound, with the hope that she could find a way to help him.

Everyone looked on in shock, seeing Wesker standing over the fallen Captain America, seeing Twilight tearfully trying to save him, his shield on the ground.

Iron Man stopped in his tracks when he saw his best friend go down. The Armored Avenger opened his helmet, seeing more clearly what happened. "No...Steve..."

Chris looked on in disbelief at seeing what his enemy had done, to know he dealt such a blow to Marvel in whole. "How...how could he?"

Peter was nearly in tears, his idol, his own hero, a man he aspired to be as great as, fallen due to Albert Wesker.

Peter started to remember, he started to remember those he failed to protect, those he should have protected, but wasn't able to. Why? Even with all this power he just can't protect those closest to him? Those he deems his friends and allies?

Peter stood up, his eyes glowing, his magic charging. "Wesker...you...you." Peter then shouted to his enemy. "I WILL NEVER FORGIVE YOU FOR THIS!" Peter appeared before Wesker and punched him hard in the stomach, then kicked him away.

Juri and Tron went to attack but Peetr webbed them into each other and kicked them aside.

Ultron appeared before Peter, throwing punches but Peter blocked them and jumped up to punch Ultron down. "YOU'RE GONNA GET IT TOO!"

Peter started punching down on Ultron, doing a lot of damage to the robot. Wesker went to attack Peter, but he blocked and knocked Wesker away.

Peter then marched angrily to Wesker, the ground shaking with each step, he had fury and hatred in his eyes, he was gonna make Wesker regret this.

Before Peter could attack, he felt a sword go through him. He turned around and saw Vergil, though in his rage he barely felt the sword or the pain that went with it and immediately turned around, stomping towards Vergil with the sword still sticking through him.

"What!? How is this possible!?" Vergil shouted.

Peter went to attack but Ultron had blasted the side of his head, burning Peter's face a little. Ultron looked around, the heroes looked ready to fight but his teammates weren't on the winning side. He needed a diversion to make more robots and ensure victory. He flew into the air, charging a strong beam. Since most of the heroes went after him, it left the castle defenseless as Ultron fired a strong blast at the castle, strong enough to cause a lot of damage and the building started to burn.

"No! The castle! The ponies are still inside!" Jill shouted.

"Mayday!" Mega Man shouted.

Ultron quickly grabbed Juri and Tron while Vergil assisted Wesker after grabbing his sword after Peter had been stunned from the attack.

"We'll be back, next time it will be your end!" Ultron shouted as the villains left, Vergil able to warp them away through a portal.

The other ponies ran towards the castle, calming the fire as they escorted the ponies outside. Several Wonderbolts flew in with their speed and brought the ponies to safety. With the ponies outside, they focused all their attention on putting out the fires and preventing more damage to the castle.

Mayday looked surprised at everything that happened, though the bright side is that the robots are gone, but what of the villains.

As this happened, Peter had recovered from the blast to the face, but was still faced with this terrible truth; Captain America, was no more.

What will become of them now? With the Avengers leader fallen, and several allies hurt, what will become of the morale of the rest? Who will save the world?

Author's Note:

Things got a little more serious here, kinda risky but it happens.

Comments

[MetalJrock]

Oh crap... I was not expecting the Captain to fall... Things just took a really dark turn now.

So that brings the casuality count to two. Deaths that affected Marvel and Capcom. But Cap was a source of hope for all of them. Peter, Logan, and Stark must be devastated over this the most. Who will lead the Avengers now?

[Sora Hikari]

Is that portal to Equestria still open?

[Masterob]

7788452
Wesker and his allies have one that Starlight created, they use that to bring in Ultron's robots. But that's the only portal. The only way the heroes can use a portal like that is through the help of Eris, Madame Web and Dr. Strange, but they've been captured so they're of no help.

There is that portal from the Fantastic Four building but it's one way, unless someone on the other side comes through the portal that's about it, and it's unlikely that anyone else will come unless they know to go to the Fantastic Four building.

[christian_j-brony]

CAPTAIN!!!!

[edCOM02]

"Please, you may call me-" Cap suddenly spat some blood out his mouth. Twilight screamed loudly when she saw the sight of Wesker's hoof going through Cap's chest.

STEVE!!!!

[Saphirus92]

CAPTAIN! STEVE!! NNNNNNNNNNNOOOOOOOOOOOOOOO!!!!!