• Published 6th Nov 2016
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Spiders & Magic: Heroic Harmony - Masterob



The Marvel Superheroes and The Equestrians team with The Capcom Fighters to stop some powerful enemies.

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The Final Battle Part I

The Crystal Empire was safe for now, damaged but the enemies had retreated. Several of the protectors were hurt though, having sustained bruises and other forms of injuries.

Cadance did her best to tend to some of the wounds, along with other ponies in the area such as Scootaloo, Rumble and especially Zecora.

However the biggest blow they felt wasn't that oh a physical wound, but an emotional wound. The wound of losing Captain America.

The Captain fought hard in battle, doing everything he could to protect those around him, fighting hard for the safety of a world that wasn't even his, but it was his drive to protect others that enabled him to fight his best to keep these worlds safe.

Several different ponies were hurting in their own way, feeling sympathy and pain for the fallen Captain.

Twilight, the last thing Cap did before his death was save her life, he rescued her from a train that Ultron had thrown at her. If she were a little more careful, he could have saved herself and Cap never would have let his guard down. She feels guilty for what happened to Cap, and the fact that she couldn't even help him afterwards. The man who saved her life, had to lose his own, that wasn't fair to her.

Logan, he and Cap have known each other for years, out of all the guys Logan's worked with, Cap is one of the very few he has the utmost respect for. Cap acts like a goody-two shoes at times sure, but he knows that Cap would always put others before himself, that's something he would never hate anyone for, especially not the leader of The Avengers.

Iron Man, he and Cap are like best friends. Sure they have their ups and downs, but their friendship always pulled through in the end. He and Cap have help lead the Avengers into many victories against their enemies, even against Gods such as Loki. Cap's always been by his side, he can't imagine the Avengers without him, let alone his life.

Chris Redfield, he doesn't know Cap personally, but he knows a lot about him. Despite the previous rivalry between the two worlds, there was always respect for The Avengers, especially Captain America. They respect a man who fights for the freedom of others. But now he's no longer around, and Chris can't help but feel guilty. It was his enemy that caused this, had he been more attentive and made sure to handle his enemy beforehand, Cap would still be around. Chris feels deep down he's main reason that a big symbol of hope is now gone, and worries what will become of the other world.

Peter, the once young hero that looked up to Captain America, the one who hoped that one day he could be as great of a hero that he is. Now look at Peter, Prince of Equestria, considered the greatest hero in Marvel Earth and Equestria, even gaining a load of respect from Capcom Earth. Yet Peter always felt that in some ways Cap was superior to him. Peter has been told by Cap time and again that Peter will grow up to be the best out of all the heroes, even Cap himself. But why doesn't Peter feel that way? Because he feels like he constantly lets others down, he'll never be able to be the hero Cap believes he will be. How can he be that hero when he constantly lets others down, including the very man who always seemed to believe in him.

The ponies gathered around to mourn Cap, not only did they lose a hero, they lost a symbol of hope and more importantly, a friend.

Peter knelt down, feeling the shame of letting a man he respected down. He had memories of others he failed to protect, others such as Uncle Ben, Gwen Stacy, Future Trixie, Adagio Dazzle and Princess Celestia. Cap is now part of that list, and Peter hates it. Cap deserved this the least, he should have done better to help him.

Twilight also mourned what happened to Cap, remembering when this happened to Princess Celestia. This was not easy for anypony here, Twilight feels some responsibility since Cap had rescued her prior.

Mayday also had memories of this happening to Princess Celestia, she could only imagine how his friends felt. Cap seemed like such a nice guy too, her father always spoke fondly of him.

Spike felt pity for Cap, he fought very well and they worked greatly together a couple of days prior. Plus Cap was nice enough to even give him advice too.

The Avengers gathered around, feeling the same of knowing they lost their leader. Stark was the most affected, but he knew he had to be strong. The team needed him now, he would fight for Cap's honor.

The Fantastic Four also felt the sting of Cap's fall, Johnny and Susan both remembering losing their parents.

Several within Capcom also felt the burden of what happened to Cap, with Ryu remembering how much he worried when he saw what Akuma did to his Master Gouken, how Chun Li felt after losing her father, how Dante felt when he lost his mother, Chris and Jill both remembering their fallen comrades of S.T.A.R.S., including Chris's best friend Forest Speyer, and the two that Jill felt she let down, Joseph Frost and Brad Vickers.

Spencer could remember the pain of losing his friends, and when his wife disappeared. Strider too mourned for Cap, but Mega Man felt the most empathy. Having recently lost his fellow Fighter Robot Zero, he has an idea of how The Avengers might feel. How he needs to avenge both Zero and Captain America.

Later in the day, the heroes and fighters had gathered together, ready to hear from Peter. Twilight, Luna, Cadance, Sunset Shimmer, Chun Li and Iron Man were all standing in the front of the room as Peter stood in the middle.

"We saved the Empire today, we were able to drive away our enemies and even bring a few other ponies to safety, including the Prince of this Empire, Shining Armor. But that came with a heavy cost, the loss of our leader, Captain America." Peter trotted around a bit, "Cap was one of my inspirations as a hero, I looked up to him and the rest of The Avengers, hoping to be as great as they are one day. Now I'm faced with the dreaded fact that he's no longer with us. He didn't have to come to this world to help us, but he did anyway, because that's the type of guy he is, a man that would do anything to help those in need." Peter stopped to face the crowd. "We must honor his sacrifice, as well as the sacrifice of others, and do everything we can. Now we must band together, the Heroes and the Fighters, the warriors among three worlds, and finish this fight, not just for Cap, but to save this world, I just hope all of you are ready."

Stark stepped forward, "Those who aren't fighting must stay here at all times, you've seen how ruthless our enemy is, they are after each and every one of you. We're going to make sure no other pony has to suffer because of these villains. Now of course we will have several heroes and fighters here as security, but until this is over, stay in one place and do not leave until instructed to."

Chun Li this time stepped forward. "All of you rest up now, tomorrow we leave the moment Twilight raises the sun. We will strike the enemy hard, we will avenge the likes of Captain America as well as my friend and ally Zero. We will take those villains down and protect these worlds."

"That's all for now, you may go about your business," Peter said. "And please don't leave this castle, I don't want to risk any more of you getting hurt."

"Though we suggest not staying too close to a place that's under repair," Twilight said, noting the fact that some holes were still around the castle.

The ponies went about their business, those who were hurt when to heal up, wanting to be ready for a fight tomorrow.

Peter took a deep breath, looking down in worry. Chun Li approached him, "You ok Peter?"

"Do you need to rest as well?" Twilight asked.

Before Peter could answer, Stark spoke up. "I think that's a good idea, you've been through a lot today, we all have."

"I'm fine, just worried. Cap was not just a leader and a hero, he was like that symbol of hope," Peter said.

"Cap may have been a symbol of hope, but he's not the only one," Chun Li reassured.

"That's right Peter, we still have you," Stark said.

"Me? But I let Cap down, I've let so many others down, I mess up too many times to be any type of hope," Peter said.

"Peter, you being perfect isn't what gives us hope, it's that you never give up," Sunset said.

"Exactly, you've been through so much, yet you never stop trying. As long as somepony needs you, you're always there," Twilight said.

"We're not asking for you to be perfect Peter, just that you keep trying. That's what Cap would want," Chun Li said.

"Steve's always believed in you, he wouldn't want you feeling like there's no hope," Stark said.

"Please Peter, don't lose sight of hope. The ponies need you more than ever, especially the heroes on your side," Luna said.

Peter took a breath, "You're right, I should get it together. I'll get Wesker for this, him and his allies."

"We're here for you Peter," Twilight said.

"You're a very talented kid, don't forget that," Stark said.

"We believe in you," Cadance said.

Peter was glad to have this support, but it didn't sway the worry he felt, he didn't know if he would be able to save the world.


Later during the night, Chris and Jill are both staring out the balcony, looking towards the stars in the distance. Something about the nighttime in Equestria seemed so beautiful, especially in an Empire like this. The moonlight skies did well for the crystals, the shining nicely on the rooftops.

"Damn it's beautiful huh?" Dante said, having just appeared. "So, you two on a date or something?"

Chris groaned and glared, "Real funny, just wait til I see you together with Trish."

"We're just enjoying the view while it lasts, I mean considering several of our nights were spend either in zombie filled homes or cities, we'd like to appreciate the times the night skies are peaceful," Jill said.

"Hey I've spend nights fighting demons, I'm pretty sure I know how you two feel," Dante said. "Still, can you believe what happened with Captain America? That's quite a blow to the Marvel world," Dante said.

"Yeah, and we're to blame," Chris said.

Dante sighed, "Let me guess, Wesker is your enemy so you feel responsible."

"If I had stopped Wesker he never would have come to this world, and these ponies wouldn't have become endangered, Spider-Man would be fine and Captain America would still be alive," Chris said.

"Listen, don't start blaming yourself, keep in mind my brother's the one who knows the magic to get to this world, and after hearing what happened with some of the guards today, I feel just as guilty. I should have handled my brother, so we're all in this together," Dante said.

"Looking back we should have just let Peter help us when he needed us to, we were so stubborn and too proud to admit our mistakes and our own carelessness that we allowed worlds to be in terrible danger," Jill said.

"Hey!" they heard. Soon they saw Chun Li arrive with Strider and Spencer. "I'll be having none of this self-pity talk in my team."

"Oh, Chun Li," Chris said in some surprise.

"Look, what happened today was bad yes, but acting in self-pity won't help anyone. Peter is dealing with his own guilt over this, I don't need more of you feeling like it's the end," Chun Li said.

"Still, Wesker's even got that freaken robot on his team, he's unstoppable, much stronger than I imagined," Dante said.

"None of that talk either," Chun Li said.

"Yeah, strong as the enemy might be, we can't give up our will to fight. We keep going until the end," Spencer said.

"Exactly, all of you need to shape up. Tomorrow we're gonna help Peter save his world, even if have to sacrifice ourselves to do it," Chun Li said.

"I am ready to make that sacrifice," Strider said.

"Same here, we won't let what happened to Cap be for nothing," Chris said.

"Cap was a pretty cool dude, I have no problems doing what I can to avenge the Avenger," Dante said.

"That's what I like to hear from my team, we'll do this for Equestria, for Marvel, for Capcom, and for Peter," Chun Li said.

They all did a mini cheer with their hooves, though Dante was curious about something. "Wonder what Rock and Ryu are up to?"

"Rock's with Mayday, Ryu's off meditating. Right now it's time for us to begin resting, we end this tomorrow," Chun Li said.


Elsewhere Mayday is in her room, still working on her device as Franklin and the Cake Twins watch.

"I really like how well you make these things Mayday," Pound said with a blush on his face.

"Same, you're so smart and talented," Franklin said, with a blush of his own.

"Uh-huh, thanks," Mayday said, barely paying attention.

Pumpkin chuckled at the two boys, "Looks like if you're not technology, she doesn't care much." She noticed Mega Man come over with a drink in his hooves. "Speaking of which."

"Hey Mayday, I got you a drink, you looked kinda thirsty. Though maybe I'm mistaken, I am a robot so I don't need to drink but-"

Mayday interrupted when she grabbed the drink, "Thanks Rock, you're so sweet." She then kissed his cheek, getting a small blush from the robot.

"It was nothing really," Mega Man said.

Franklin and Pound Cake watched in disbelief, what would it take for them to get that type of attention from Mayday? Pumpkin just giggled. "Like I said, her type is technology."

Moments later Peter came into the room, "Alright, time for you all to get to bed. Mayday that includes you...wait what are you working on anyway?"

"Something that's gonna help you win," Mayday said, still adjusting it.

Peter sighed, "Kids, get to your rooms quickly, I need to ask my daughter some questions."

Mega Man gestured, "Come on, follow me, I'll get you to your parents."

With that he escorted them out the room as Peter sat by Mayday, "Ok kid, what's up?"

"Nothing really, I'm gonna make this thing, help you win, then we'll all live happily together. You, me, mom, my aunties and soon my uncles," Mayday said.

"Mayday, I hope you're not planning to fight, are you?" Peter asked.

Mayday shrugged, "Well...maybe not fight, just save this world in one swoop."

"Mayday you're not going out there and risking your life, has it not occurred to you that these villains are dangerous? I mean we don't even know where they are!" Peter said.

"Oh I have their coordinates right here," Mayday said, giving Peter a piece of paper.

Peter looked curious as he grabbed the paper, "Wait, how?"

"One of those funny looking robots gave this to me, after I beat him up," Mayday said.

"Wait, one of Tron's Servbots? What happened to it?" Peter asked.

"Um, Scootaloo threw it out the castle, then a big lightning storm happened for some reason," Mayday said.

"Well so much for that little guy," Peter muttered, then turned to Mayday. "You're still not going out to fight them, I forbid it!"

"But daddy, I need to do this, who else is gonna keep you safe?" Mayday asked.

"Mayday, for the last time, I need to keep YOU safe. I don' care what happens to me, I care what happens to you or your mother! Please, I'm asking you to not endanger yourself," Peter said, almost begging.

"I don't get you daddy, you know if something happened to you, I don't know what I would do. I can't imagine my life without you, that's the worse thing to me. That's worse than dying!" Mayday said.

"I know Mayday, I'm sorry that I risk myself. Believe me I just want to be home and be your dad, you mean more to me than being a superhero. But I have a responsibility to protect this world," Peter said.

"What about me? Why do you still have this responsibility to save the world when you have me? I need you more, than the world, aren't I as important?" Mayday asked.

"It's because I have you that I feel strongly about my responsibility than ever. I want to make a world safe for you. I'm sorry if it means I have to risk my life, that I might have to die for that to happen, and I'm sorry if what I'm about to say upsets you but, it's worth losing my life to make sure you're safe and happy, because I love you that much Mayday," Peter said.

Mayday shut her eyes, somehow this made her feel a bit teary, despite her occasional dislike for the sappiness. "Daddy, you have no idea how much it means to me that you can still say you love me, even though I've been a lousy daughter."

"Huh? You're a great daughter, though I can only see you as a great daughter because you are my daughter, but I think I can say that you've earned the title of great daughter," Peter said.

"Really? You think I'm great, even though I endangered this whole world a year ago because I was stupid enough to listen to Discord," Mayday said.

"Hey don't fault yourself, Discord's really sneaky, I don't blame you one bit," Peter said.

"Please dad, I knew what i was doing, I got us caught when we went to Earth, I yelled at you over nothing when we got back home, dad I even stabbed you and caused you to release the Nightmare, and because of that Princess Celestia had to give her life to save us! I'm not a good daughter, so don't call me that," Mayday said.

Peter pouted, "You're still bothered about that...I hoped you wouldn't inherit my guilt complex." Peter sighed, "Mayday listen to me, you can't know how much I love you, despite everything you mean so much to me. You made a mistake, I'm not mad at you for that alright? Stop beating yourself up. I know how much you love me, I can see it in your eyes."

Mayday looked down, "I, I just need to prove that I love you."

"You have nothing to prove," Peter hugged her close. "Just keep being my daughter, that's all I want."

Mayday returned the hug. "I love you daddy, more than anything else in the world."

Peter placed her in bed, "Go to sleep now, alright?"

Mayday nodded and pulled the covers up, "Daddy, how is Mr. Stark? Is he still sad? Because of Captain America?"

Peter looked down in sadness, "We all are. But don't worry, we'll avenge him."

"And Zero? Mega Man's friend?" Mayday asked.

Peter nodded, "Zero too. Goodnight."

Peter left the room for his daughter to rest. He needed to talk a bit with his allies first, but as he was about to go, he noticed that Sonata, Vega and Shocker were there.

"Hey Peter, we were coming to get you, I see you helped Mayday fall asleep," Sonata said.

"Yeah, not without clearing her head first though," Peter said.

"I still can't believe you're a dad, seems like the other day you were this punk kid who kept messing with my plans," Shocker said.

"Things change, I'm no longer Spider-Man, I'm the Knight and Prince of Equestria, the representation of Order and the father of Mayday and Ben," Peter said.

"Your son's weird by the way," Vega said.

Peter glared, "How?"

"I overheard him say 'Goblin', what's up with that?" Vega asked.

"It...was his first word," Peter said glumly.

Vega stood for a moment, then started bursting out laughing. "Your son's first word was 'Goblin'? That's too much. I feel sorry for you Spider-Man."

Peter groaned, "For the record, I don't count that as his first word, but Twilight does, I have no idea why."

"Well she probably like Goblin, because of him, you became single, so she got to marry you," Shocker said.

"That's not funny!" Peter shouted.

"I'm not saying it's funny, I think your wife's kinda cruel to like that," Shocker said.

"Come on guys, that's enough. Ben's a good boy, so lets not make too much of it," Sonata said.

"I bet when that boy turns 16, he's gonna do something to endanger this world, or the multiverse for that matter," Vega said.

"Hey my son will not endanger the Multiverse! Take that back!" Peter shouted.

"Easy Parker, don't let him get you riled up, you have a big day tomorrow," Shocker said.

"Yeah, we're all gonna go challenge Wesker, Ultron and the others," Sonata said.

"Thanks, I'm sure I can count on you Sonata, and I think I can count on Shocker too," Peter said, then glared at Vega. "Don't mess this up."

"No promises," Vega said.

Peter glared, but Shocker turned his attention. "I'll keep him under control."

"Thanks, also I need to find somepony to keep an eye on my daughter, I love her but she can be really stubborn on some things," Peter said.

"She is your daughter. Like father like daughter," Shocker said with a small chuckle.

"Still, I need somepony to watch her closely," Peter said.

"We can get Rumble to do that, he is her 'big brother'," Sonata said playfully.

"I really wish he would stop saying that," Peter said.

"Need me to claw his face again?" Vega asked.

"Don't even think about hurting anyone unless they're on Wesker's side," Peter said.

Vega shrugged, "Offer's still there."

Peter sighed, "Well I'm off to talk with my allies."

"Sure, don't wanna keep the girls waiting," Vega taunted.

Peter glared, "Iron Man's there too, so don't start with that crap again."

"Take a joke Parker, for a usually funny guy you can be quite sour," Vega said.

"Vega, enough please," Sonata nervously pleaded. "See you later Peter."

She led them away as Peter took a breath. "How do I end up in such weird situations?"

"Who knows Parker," Deadpool said, suddenly leaning against Peter. "You're just a the type of guy who attacts weirdness."

Peter's eyes twitched, then had a sly grin. "Hey, Deadpool, wanna see what I learned from Applejack?"

"Really? What is it!?" Deadpool asked.

Moments later, Deadpool is seen flying through the roof of the castle, on the way to the moon.

"I thought he was pretending to be Applejack, not Celestia," Deadpool said, flying away further.


Elsewhere Wesker is seen staring at the moon, side by side with Vergil and Juri.

"Tomorrow, we finish what we started. Equestria will fall, our new world is at hand," Wesker said.

"We will end those pathetic, inferior beings," Vergil said.

"And become worthy of worship, hehe, sounds fun," Juri said.

Tron also appeared on the roof, "We're also gonna avenge my sweet little Servbots, with my upgraded Ultron bots. Soon this world will fall to our power!" Tron shouted.

Ultron flew into the skies, "Then...our plan will be complete."

He landed on the roof watching over the area, the villains ready to take over the worlds.

The next morning, right after Twilight had raised the sun, hopefully not for the last time, the heroes set out. Shining Armor had recovered slightly, but not enough to go fight, he would stay behind with others such as Rumble, Scootaloo, Zecora, Applejack, Rarity, Reed and Susan, ready to protect the Empire.

Flash Sentry was still hurt, luckily Fluttershy and Pinkie Pie agreed to watch over him themselves.

Before leaving Peter had one final word with Rumble, "Please keep Mayday safe, do your best not to let her out of your sight and don't let her give you those puppy dogs eyes, I know you used to fall for them when she was younger."

"Hey I'm nineteen years old, the same age you were when you came to Equestria, I think I can be immune to cuteness," Rumble said.

Peter stared for a moment, "You think you're-" Peter started laughing a bit, "Oh wow, you think you're immune to cuteness? You?" Peter laughed a bit more. "Kid, you still have a lot to learn. You'll never be immune, ever. That man card you probably value? Yeah it's about to be completely useless, deal with it kid."

Rumble looked a little freaked out, "Peter, you're being kinda weird."

"Look, just watch over my kids, alright? Be their 'big brother' you still claim to be," Peter said.

"Sure, got it," Rumble said.

"Good, any questions?" Peter asked.

"Yeah, your son said the word 'Goblin', should I be concerned?" Rumble asked.

Peter looked really annoyed, then grew even more worried when he saw that Remy, Bobby and Chun Li overheard. "Ignore it."

"But is seems kinda weird, isn't The Green Goblin your enemy? Didn't he ruin your life? Isn't it weird that-" Rumble asked.

"Kid, be quiet before I take up Vega's offer," Peter said.

"What offer?" Rumble asked.

Peter got in his face with a sinister smile, "Oh, you don't want to know..."

Rumble backed away, Peter was acting weird this morning, weirder than usual. "Ok?"

Peter walked away as Chun Li looked to the X-Men a bit concerned. "Poor Peter, I hope Twilight teaches him not to say that word too much, he might think it's a good thing."

"Too late," Trixie said, walking by the group. "Twilight's proud of her son's first word."

Chun Li looked surprised at hearing that, "Wow...Twilight sounds like a terrible mother."

"I heard that!" Twilight shouted.

"Teach your son better manners then!" Chun Li shouted.

Remy groaned, "Don't piss her off."

"Even if this is kinda stupid, next you'll tell me that when Superman has a kid, his kid's first word will be 'Zod' or something," Bobby said.

Trixie approached Rumble and affectionately nuzzled him, "Please be safe for Trixie, and watch over my favorite foals ok?"

"Sure thing Trixie, anything for you," Rumble said.

"That's Trixie's little colt," Trixie said and kissed his head, getting a blush from Rumble.

"Were they always that weird?" Bobby asked.

Logan called out, "Enough dawdling, lets hurry up!"

Before Peter left, Stark approached him with Cap's shield. "Here, take it."

Peter shook his head, "That's Cap's shield, I can't wield it. I'm not worthy."

"Kid this isn't exactly Thor's Hammer, besides I personally think you're very worthy," Stark said.

"But I can't, I'm not Captain America, I can't use this shield," Peter insisted.

"You have to, we need a leader, that's you," Stark said.

Peter's eyes widened, "Wait, you're asking me to be the leader? I'm hardly fit to lead The Avengers, let alone a team this big!"

"Cap always saw you as a Future Avengers leader, so have I for that fact. Please, take it, in a way, it's like Cap's still fighting with us, keep his honor alive with this," Stark said.

Peter looked reluctant, but eventually took the shield, placing it on his back similar to the way Cap does. "Alright, I'll do it."

Stark had a proud smile as Peter stepped forward, leading the charge against the enemies. Twilight walked by his side with Logan and Ryu not too far behind. Iron Man flew overhead with Johnny and The Wonderbolts flying right behind him.

Sweetie Belle watched from her location, feeling really worried. "Be safe, all of you."

The group marched through the snowy outskirts of The Crystal Empire, making their way closer to the coordinates Peter had. They were on a mission, they were gonna make Wesker regret the day he came to Equestria.

Peter was determined to Avenge Cap and help his world, with the Shield on his back, he felt ready for anything.

As Wesker waited near his base, Ultron flew over to him. "They're coming."

"Who?" Wesker asked.

"Spider-Man and his allies, they're on their way here," Ultron said.

Wesker looked surprised, "Didn't expect that...alright, time for the final phase." Wesker called into the base, "Tron! Get those robots ready! We're going into battle!" Wesker stared out into the distance. "Come and get me Spider-Man."


As the heroes marched, they saw something in the distance. Wesker was on his way over with an army of robots behind him, led by Ultron. Vergil was by his side, as well as Juri, both marching with the intent for a good fight. Tron also marched over, riding in her Gustaff.

Within moments the two sides faced off, Peter glaring on one side, Wesker on the other. Suddenly the skies darkened, the wind blew strong and ran began to fall on the battlefield.

"Hey, why is it raining?" Rainbow Dash asked.

Thunderlane flew down with a grin, "Pretty cool huh? I saw those clouds and I figured, why not make the moment a little more dramatic so I kicked a good chunk of them."

Peter rolled his eyes, "Moron."

Wesker removed his sunglasses, "Peter, so this time you've come to us."

"I'm here to end this Wesker, you won't win this time!" Peter said.

"Well this truly is humorous, you honestly think you can defeat me. Peter, I've planned this for years, I've taken your strengths and weaknesses into account, with each fight I grow stronger, thanks to the magic I've seen in Starlight's books. I am not about to lose to you!" Wesker shouted.

"Like you're the only one, dude Tirek did the same thing and lost, what makes you so different!?" Peter asked.

"Tirek doesn't compare to me, I have the perfect combination of magic and science on my side, plus sheer fighting prowess," Wesker said.

"Don't think that just because Tirek was this big monster that means we can't match his strength, we can be more than a challenge for you!" Vergil said.

Peter scoffed, "Yeah I doubt that, this is ending today, and you're the ones who are gonna get your asses kicked."

Ultron marched toward them, "Make jokes while you can Spider-Man, for today, you will face our judgement. You and your team, will be terminated." Ultron held his arms out as all the robots appeared behind him.

Peter grabbed the Shield from his back as he glared over at Ultron, "You know, there's something I've always wanted to say, and I can't think of a better opportunity than against someone like you." Peter held his shield out and shouted. "Avengers, Assemble!"

With that, the entire team rushed at Wesker's allies as Ultron's robots flew toward them, ready to fight.

Peter made the first strike, using Cap's shield to destroy a robot instantly as the other robots went to attack.

Johnny and The Wonderbolts flew around attacking the robots with quick punches and kicks, Johnny using his fire to take out a good few.

Chris, Dante and Spencer fired at the robots from a distance while Strider, Chun Li and Ryu attacked up close.

Twilight flew overhead, blasting several robots out of the sky, even making a huge barrier to blast them all back, then sent another blast to take out several on the ground.

Shocker and Sonata stood back to back, blasting several of them away as Vega flew around, using his claw to take several down with ease.

Black Cat quickly moved around to kick the robots while Thunderlane punched them out the sky and Electro sending his electric shockwaves to destroy a few. The three came together and did a triple kick to a whole group of them.

Mega Man blasted several with his Mega Buster from the ground as Iron Man blasted out of a sky. Hawkeye used his arrows to shoot some down as well, hitting the precise locations to destroy some of them.

Deadpool ran around, taking the robots down with his swords and guns, even tossing a few grenades. "Man I'm tired of fighting robots, this just seems kinda lazy to me. Maybe it's my imagination. Oh well, not like I got much else to do, Pinkie's tired after last night, looks like I got a little more energy than her, hehe,"

As Peter webbed some robots against each other, he noticed something troubling. "Somehow they seem a bit more durable, this is gonna take a while, even with this many ponies."

"Of course Peter," Wesker said, approaching him with an evil look. "Tron upgraded these robots, they're much stronger than before."

Ultron appeared on the other side, "You're in for quite a challenge."

Peter stood ready to fight, either Wesker or Ultron, likely both. But before anything could happen, Stark had flown over and tackled into Ultron.

Wesker went to attack, but Peter webbed him and tossed him away. He rushed at Wesker with a quick fury of punches.

Tron sent several robots at The Wonderbolts, wanting to Avenge her Servbots, "You'll suffer for what you did to my sweet little Servbots! Prepare to taste my fury!"

Johnny and Rainbow Dash circled around her, kicking her at all opportunities and knocking her back. Spitfire also flew in and kicked her backwards, sliding across the ground.

Within moments, they along with Soarin and Fleetfoot flew around to create a small whirlwind to blow Tron back, Johnny firing at her from the sky with his fire.

Juri ran over, hoping to help Tron but her path was blocked by Sonata.

"Don't even think about it," Sonata said.

"Oh, you're cute, I hope you can give me a fun fight!" Juri said, throwing a few kicks at Sonata. As she blocked the attacks, Sonata did a sneaky sweep of her legs and then punched her down in the gut.

Before she could continue, Shocker had blasted her from behind. "Back away from her!"

Juri turned to Shocker, her eye glowing as she had a sinister smile, "What's wrong? Want a turn?" She rushed over and delivered a kick to his head, then another kick to knock him back. Before she could keep attacking, Vega appeared before her.

"Juri, you're still as beautiful as ever I see."

Juri chuckled a bit as she messed with her head, "Vega, kinda missed you, I like a guy who can charm and flatter me."

"Shall we dance, my beauty?" Vega asked.

"You lead," Juri said.

Before long the two got into combat, exchanging blows with each other at a quick pace, both using their speed to their advantage. Vega had managed to cut her shoulder a little, then licked the blood off his claw.

"How's it taste?" Juri asked a bit seductively.

Vega licked his lips, "Lovely..."

Sonata watched with a weird expression, "Ok, I knew he was kinda weird, but seeing it up close it kinda strange."

"Try dealing with that on a daily basis," Shocker said.

Vergil and Logan again clashed their blades, neither one backing down from their fight.

"You still haven't figured it out Logan, I am SUPERIOR to you!" Vergil shouted.

"Put a sock in it bub," Logan said, slashing Vergil in the face.

Vergil glared, "You're just jealous, I bet Fluttershy thinks of me when she's with you."

"Yer starting to piss me off," Logan warned.

"I'm still gonna make her my queen, I haven't forgotten. Whether she's willing or not doesn't matter. She's gonna bear my child," Vergil said.

"I warned ya," Logan said and ruthlessly attack Vergil. "BESERKER BARRAGE!" He did a quick flurry of claw slashes, knocking Vergil back.

Vergil recovered and managed to fend Logan off with a quick slash, but before he could attack more, Twilight showed up and blasted him back.

"Don't think I forgot what you did to my brother!" Twilight shouted and blasted him again.

Wesker continued to fend off Peter, even knocking him back and delivering a quick furious combo of punches and ended with one that knocked him yards away.

"These worlds will be mine Peter, why delay the inevitable? Are you that self-righteous in your goals?" Wesker asked.

Peter stood up, "It's not self-righteousness, it's showing that like my uncle said, With Great Power comes Great Responsibility. I have a responsibility to protect others from the likes of you, and I will not fail them!" Peter rushed in and punched Wesker hard in the gut. "CRAWLER ASSAULT!" Peter then started doing a combination of punches and ended with a jumping back kick.

Ultron blocked several punches from Stark but one good blast to his face allowed Stark to unleash a fury of blows on Ultron, then blasted him into the ground and started zapping him with his lasers.

"I won't stop until you're done and over with!" Stark shouted and then flew down for one final punch to Ultron, creating a crater where the robot is.

Stark flew to the edge of the crater, glaring at the robot as he stood up.

"Why must you be so stubborn Stark?" Ultron then rushed over and kicked Stark back. "Don't you know you have no chance of winning?"

Stark panted a bit, glaring at Ultron, "An Avenger never gives up, Cap would kick my ass if I did."

Stark fired another beam at Ultron, knocking him further back as he brought out a huge device, "Take this, PROTON CANNON!"

He blasted Ultron back with his machine, sending the Android pretty far off. Stark checked his suit to make sure he still had plenty of power. Unfortunately Ultron had recovered and flew into the skies.

"You mortals have no chance of winning!" He started raining down several lasers and explosives, covering the area with destruction. Several heroes were taken off guard and got knocked around, but a lot kept their composure.

"Don't let him win!" Johnny shouted.

All of them went to attack Ultron, each were being knocked away with little to no issues. He punched down Johnny, kicked back Spencer, elbowed Rainbow Dash, kneed Strider, did another kick to Spitfire, elbowed down Remy, kicked away Bobby and punched down Electro.

Deadpool grabbed his swords and pointed at Ultron, "Time to defeat this stupid robot, take this!" Deadpool jumped at Ultron, but was whacked aside effortlessly and went flying through several rock formations, then it ending with the biggest one fall on him. "Ow..."

Ryu, Chris and Dante fired a Hadouken, Grenade Launcher and a Demonic Gun respectively, hoping to bring down the robot. Ultron proved to be much stronger as he blasted them all back.

Peter and Logan broke away from their opponent just to attack Ultron but he flew in and took them both down with both knees to each gut and then whacked them down. He then flew over and punched Twilight down to the ground below.

"Excellent, he seems to be doing a good job. Soon they'll all be dealt with, but I do hope he leaves Chris, Jill and Peter to me," Wesker said.

"Same here, only with Dante, Logan and Twilight," Vergil said.

Sonata tried blasting Ultron with her mouth beam, but he grew angry and flew over to kick her to the ground.

"How weak, and you were part of The Sinister Six? That Tirek was fool," Ultron marched off but Sonata attacked him again.

"I may be weak, but I'll never give up, I learned from Peter that you always have to try, no matter how hard it is!" Sonata said.

"Brave, I'll give you that. But in the end," he kicked her again and aimed his laser. "You're still just a mortal."

Vega noticed from nearby, "No, Sonata!"

As Ultron fired, Vega flew in and knocked her out the way and took the beam himself right through the chest.

"Vega!" Sonata shouted.

Shocker looked on in surprise, "Oh no!"

Vega fell to the ground, feeling the hold through him as he spat some blood. "Damn...that hurt..."

Sonata rushed to him, tears in her eyes, "No Vega please, I already had one friend sacrifice herself for me, I don't need to lose another friend like that."

Vega groaned, "It's fine, it's just...a small wound." Vega knew it was worse but he didn't want Sonata to worry.

Ultron marched menacingly towards them, "I commend you on your bravery Vega, but that was still a foolish choice to make."

Before he got closer, Peter jumped in front of him and punched him away. "Back off!"

As Ultron stumbled back, he saw Peter checking on Vega.

"Gotta admit, I didn't think you cared that much for her," Peter said.

"What can I say, I love beautiful mares. Someone like you can relate, can't you?" Vega said.

Peter groaned, "You're something else...still thanks though. I know you don't like me, and truthfully I still can't stand you very much, but at least you saved someone I cared about. I can appreciate someone doing good for others, even if it's you."

"Yeah well I didn't do this for you, if it were your wife I guarantee you I would have let her get hit, so don't start thinking I want to be your friend. I just did this because I love Sonata, I didn't want her to get hurt," Vega said.

"Makes sense to me, just rest up, you're done fighting," Peter said.

Sonata tended to him, "Don't worry, I'll help you Vega."

Vega chuckled a bit, "Yeah, don't get your hopes up. Just promise me, if I don't make it, please don't revive me, I don't want to come back again."

Peter looked to Vega with some sympathy. Despite what Vega once did, he still saved a pony he considered family, even if it was for selfish reasons. At least Vega has some good in him, perhaps Sonata could nurture it, while she has the chance.

"Yeah, but hopefully that won't happen," Peter said.

Vega glared, "I know you're just saying that for Sonata, I know you wish the worse for me, I don't blame you. I did hurt your daughter, looking back at it...it was unforgivable, I feel some shame for stooping that low. That's all though."

"I'd like more, but I'll at least take this much since it's my daughter, seriously stop talking and rest, you're gonna make your injury worse," Peter said, then looked to Ultron. "I have something to finish up."

Peter walked off with Vega still hurting and Sonata tending to him.

Shocker approached Peter quickly, "Be honest, how does he look?"

Peter looked down with shame, "Not too good, best stay near him while you can."

Shocker shut his eyes in pain, "Damn...He's an annoying bastard, but he's still a friend. I may have been a villain, but I do know loyalty."

"That loyalty will redeem you Shocker, for now just check on him. I can't promise he'll make it, but who knows. I gotta keep fighting," Peter said.

Shocker nodded as he went to check on Vega.

Ultron and his allies again stood together, Peter stood with his friends.

"We're not done yet, let's keep going," Peter said.

Ryu tightened his headband, "After all, this was just a warm up."

Wesker crossed his forelegs, "No more games..."

With one final pre-fight stance, all of them charged at each other again.


Meanwhile back in the castle, Rumble is seen looking for Mayday. "Hey! Mayday! Where are you!? I thought we could do some stuff together, like we did before!" He knocked on the door to her room, "Mayday?" Upon opening it he saw it was empty, a note on the bed, "What the?"

Rumble picked up the note and started reading it. Afterwards he dropped it, his face showing complete disbelief. "You gotta be kidding me...MAYDAY!"

Off in the distance, the young filly is seen flying far from The Crystal Empire with her project in hoof. She's got one plan she hopes to use and save everypony.

Author's Note:

The last fight between the heroes and villains have started, the end is close.