• Published 6th Nov 2016
  • 1,902 Views, 78 Comments

Spiders & Magic: Heroic Harmony - Masterob



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

  • ...
31
 78
 1,902

Multi-City Rescue

At the Crystal Empire, Sonata had long arrived with her friends and with the two foals. Cadance was checking on some of the ponies who had already escaped mainly from Ponyville. She had already been informed of what happened with Peter and the others, but still had a sense of worry.

"I'm glad Peter and Twilight are safe," Cadance said. "But those horrible ponies are still out there doing who knows what?"

Sonata turned to Vega, "Any idea what their plan is?"

"Simple, Complete Multiverse Saturation," Vega said.

Sonata looked even more curious, "Care to elaborate?"

"Wesker, Vergil and Ultron wish for all current lifeforms to cease existence in favor of more superior lifeforms, while each have different ideas, they have the same main and immediate goal," Vega said.

"Is there a way to stop them? Like any weaknesses?" Cadance asked.

"None that I know of, even if you did know I doubt you could exploit them," Vega said.

While this went on, Mayday just sat there really irritated, knowing her family's in danger and there's nothing she could do about it. Franklin patted her hoof, hoping to reassure her, "Don't worry Mayday, your parents can figure something out. My mom, dad, Uncle Johnny and Uncle Ben always told me how great of a hero he is, how he can do such great things. They always say that he's the most Amazing Superhero in existence."

Mayday's mood wasn't lifted much, she couldn't help but feel so worried, she could only remember how she felt during the Sinister Six attack, and then again when fighting Tirek, and how she almost made things much worse, actions she has a hard time forgiving herself over. Franklin pulled her into a reassuring hug, hoping to cheer up this filly.

Sonata noticed Mayday's mood and Franklin trying to cheer him up, just a moment ago she seemed so confident, but it looks like the situation is settling in again, either seeing those robots or just being stuck in the Crystal Empire, away from her dad. She looked to the skies, "Peter, please make it back soon."


Elsewhere, Johnny Storm had flown to Cloudsdale, looking for any sign of Ultron's robots. He was joined by Rainbow Dash, who caught up with him when he was flying off and suggested they go to Cloudsdale first. She had stopped by her home first, grabbing her Wonderbolts gear, wanting to look professional as she did this. Johnny had no complaints, and really liked the way she looked in the suit, and how well it fit her.

The two looked over Cloudsdale, seeing the attacks from the robots and the fleeing ponies.

"There's a lot of robots there! We gotta take them down!" Johnny said urgently.

"Don't gotta tell me twice," Rainbow Dash said.

Johnny and Rainbow Dash flew over Cloudsdale, knocking several robots out of the sky, with Johnny blasting them with his fire and Rainbow Dash zapping them with lightning from nearby clouds.

Johnny saw several Pegasi flying out of Cloudsdale in a panic, realizing how dangerous this situation was becoming.

"At least the ponies are escaping, but taking down these robots alone isn't easy," Johnny said.

Rainbow Dash pointed, "Look!"

Coming from nearby were Equestria's premiere flight team, The Wonderbolts. They flew around, kicking down several of the robots in their way. Johnny recognized three of them right away.

"Spitfire!? Soarin!? Fleetfoot!?"

Spitfire turned her attention to where the voice was coming from. "No way...Johnny Storm!?"

One robot tried attacking her from behind, but she quickly elbowed it in the face and kicked it down. Another came at her but Johnny blasted it with fire as he approached her.

"The Captain of the Wonderbolts herself, what's up Spitfire?" Johnny asked.

"Never thought I'd see you again, how'd you get back to Equestria?" Spitfire asked.

"Help from Peter, he brought all our friends back, plus The Avengers, or four of them at least," Johnny said.

"Ah, The Avengers, that's a group I'd like to work with," Spitfire said.

Rainbow Dash flew over to them as Soarin and Fleetfoot did the same.

"Whoa, is that the Equine Torch?" Fleetfoot asked.

"I think that is, you can tell from the 4 on his suit," Soarin said.

Johnny showed off his fire powers, "You bet I am, Johnny Storm is back in Equestria."

"Awesome, he can help us defeat whatever's attacking us...but what exactly is attacking us?" Fleetfoot asked.

"Rainbow Dash, do you know what's happening?" Spitfire asked.

"Remember those Capcom villains? They came back and brought this evil robot who summoned all these robots," Rainbow Dash said.

"The robots are actually from my world, Wesker recruited this android named Ultron and they came here to cause problems," Johnny said.

"I can see that, anyway it's no problem for us, once we save this city, we'll meet with other Wonderbolts and save the others," Spitfire said.

"Oh so not all of them are here?" Rainbow Dash asked.

"No, several are spread out, including Sky Stinger and Vapor Trails," Spitfire said.

Rainbow Dash grinned and turned to Johnny, "I trained them, now they're two of our best."

"Wow really? Cool, hope to see them for myself," Johnny said.

"I'm sure you will, but right now, we need to hurry and get rid of these robots," Spitfire said urgently.

"Right!" Dash and Johnny said, both assisting in fighting the robots.


Off at another city, Logan is attacking some of the robots with his claws, taking them down one by one. Trixie had joined with him after seeing him head one direction alone. She figured in a situation like this, it's not a good idea to fight alone.

"Where did all these robots even come from!?" Trixie asked.

"Ultron likes to make clones of himself, just keep attacking," Logan said, taking down each robot.

Trixie blasted several back, staying close to Logan. When too many got close, she quickly created illusion clones of herself to confuse the robots. Though with their senses, it won't be long before they figure out which Trixie is which, but Logan had just enough time to take each robot down with his claws

Trixie sighed, "Wow, this is turning out easier than I thought."

"Don't let yer guard down, that will make things worse in an instant," Logan warned.

Trixie nodded, "Good point."

Logan took down another robot and smirked at Trixie, "Yer pretty good though, from what I saw in the Danger Room, you seem to have some practice."

"Yeah, I trained with Peter and Twilight a year ago, I wanted to get strong enough to protect my family," Trixie said.

Logan nodded a little, "Keep at it, soon 'Great and Powerful' won't be enough to describe you."

Trixie blushed at that, "Thanks Logan, and you're still 'The Best in the World at what you do'."

Logan took down more robots, then heard the yelling of a mare. "Get away from me you freakish robots!"

Logan's ears twitched, "That sounded like..."

The two listened some more to hear the mare again. "You want some of my awesome! Bring it on!"

Trixie gasped, "Is that?"

The two rushed over to where the voice was and encountered a mare familiar to the both of them. "Lightning Dust!"

The mare, Lightning Dust, looked over to them in surprise, "Trixie? Is that you!? And Logan!? You're back!? Wait when did you get back!?"

Logan got his claws out, "I'll answer that later, now stand out of the way!" He rushed in and took down all the robots in his sight while Trixie rushed to check on Lightning Dust.

"Are you hurt?" Trixie asked, removing her mask to check better. "Any injuries?"

"I'm fine...but what's with the goofy suit? You look kinda weird," Lightning Dust said.

Trixie groaned, "It's a superhero suit I worked long and hard on, I would appreciate it if you didn't look down upon my hard work!"

Lightning put her hooves up defensively, "Sorry Trixie, it's pretty well made at least. I heard you did help fight off Tirek's forces a year ago, so respect on that."

Trixie let out a humph, "Glad you have some appreciation for The Great and Powerful, Mysterio!" Trixie then got into her own heroic pose.

Lightning Dust looked a bit confused, "Mysterio? That's the name you're going for? I guess it works, but still..."

"Peter came up with it, he knew a Mysterio, though that one wasn't very friendly," Trixie said.

"Well, at least you are," Lightning Dust said.

"Any chance you girls can chat later, we need to save the ponies of this city!" Logan shouted, taking down each of the robots.

Trixie nodded, "Right," she turned to Lightning Dust. "Will you fight with us or go hide? It doesn't matter to me which one you choose."

Lightning thought it over, while hiding sounded ideal, it would make her look bad, and she would like Trixie to see her as awesome. Plus she'll also worry for Logan. "I'll fight with you."

Trixie nodded, "Alright then." She put her mask back on as she turned to Logan, "Let's get to it."

Logan nodded and turned to the robots, "Let's go bubs!" He and the two mares rushed at the robots.


Off in the city of Fillydelfia, Black Cat is helping in taking down the robots, using her Earth Pony strength to fend them off, though she was having some trouble.

"Hurry up guys, we gotta act fast if we wanna save the ponies of this town!" Black Cat said urgently.

Thunderlane is flying around, kicking several robots out of the air. "Where's Parker? Should he be here helping!?"

"These robots are attacking all of Equestria, Peter can't be everywhere at once!" Black Cat said, punching a robot.

A few robots had been blasted away by Electro, "With the way many boast about him, you think he can be."

As they continued fighting the robots, suddenly a few of them were hit with ice and shattered. The trio looked to see Bobby using his powers to blast several robots from nearby while Rarity, who decided to follow Bobby to make sure he's safe, used her magic to help zap the robots.

"How did Ultron get so many robots into this world!? How many does he even have!?" Bobby said in disbelief.

"Your world has the strangest villains," Rarity said.

"Tell me about it," Bobby lamented.

As they attacked the robots, Black Cat jumped in to help fight away one, getting their attention. "Great to see you here Rarity, though I didn't expect to see Bobby again anytime soon."

"Is that how you greet someone you haven't seen in six years?" Bobby asked. "I'm surprised you're even still active Felicia, how old are you now anyway?"

"Never ask a girl her age," Black Cat said with a smirk.

Rarity shook her head at Black Cat's attitude, but was surprised when Thunderlane approached her. She hadn't seen him in so long. "Thunderlane? It's been so long...so you're fighting the robots as well?"

"Black Cat needed my help, so now I'm destroying robots," Thunderlane explained as if this was considered normal.

"Well it's nice to see you again, especially considering the last time I saw you wasn't in the best of ways," Rarity said.

"Yeah, that was a wild time," Thunderlane said with a nervous chuckle.

Rarity nodded, then noticed an odd sight, "Wait, is that one of Peter's old enemies?" Rarity was referring to Electro, who was destroying more robots.

"Yeah, Felicia got him on our side somehow," Thunderlane said.

Bobby also noticed from where he was, "What's Electro doing here!? Is he aligned with Wesker!?"

Electro grumbled a bit, "No I'm not aligned with Wesker, can't stand the guy. I'm just doing this to get some payback on him and that damn girlfriend of his."

Bobby looked weirded out, "What girlfriend? Who would date Wesker? Who would Wesker even date? I figured he's too much in love with himself to fall in love with someone else."

"It's a long story, can we just stop these robots so the ponies can escape better!?" Black Cat suggested.

The others nodded in agreement and helped her take down the robots.


In Manehatten; Cap, Stark and Wasp are battling against the robots, making sure the ponies escape the city safely.

"Quickly, out of the city!" Cap shouted as he gestured away from the city to the ponies. Some robots flew towards the ponies but Cap managed to knock them around with his shield.

"Good thing these robots aren't so strong, I guess Ultron doesn't want anything to overpower him," Stark said.

"It's not their strength that's the problem, it's the numbers," Cap reminded.

"Less talking! More blasting!" Wasp shouted, zipping around to zap everything in sight. She was not happy in the slightest, she treated these robots with the same rage she would treat Ultron with. "I'm not gonna rest until these damn robots disappear!"

Stark scratched his head, "Wow, she's pretty mad."

"Can you blame her? After everything she's gone through because of Ultron?" Cap said.

"Yeah I guess," Stark said and zapped more robots.

Cap looked around, making sure everyone had escaped but spotted two mares in particular who seemed to be surrounded by robots, one of them putting her hooves up as if she wanted to fight.

"I'll take ya, no problem!" The mare said, having a notably city-like accent.

As the robots got closer, Cap quickly rushed in and whacked one away. Another approached but Cap bashed it's face with his shield. Then used his shield to take another one apart.

The mare looked impressed, "Whoa, are you that Captain America guy?"

Cap nodded, "Yes, you know of me?"

"I saw ya a few years ago, you liked my cousin's Apple Pie," the mare said.

"Cousin? Applejack? Are you related?" Cap asked.

"Yeah, I'm her cousin Babs Seed."

Cap had a recollection, "Babs Seed? I think her sister Apple Bloom mentioned you."

Stark flew in to observe this situation, "Steve, there's still more robots, we gotta hurry and-" Stark stopped talking when he noticed the mare behind Babs. "Hello, who's this?"

Babs looked to the mare, "You mean Coco? Me and her were trying to escape the city together. I was hoping to check on my aunt and uncle, then we got attacked by them robots."

Coco Pommel looked up and waved shyly, "Hello."

Stark revealed his face through his helmet, "Hello young filly, name's Tony Stark, the Iron Stallion, I'm sure you've heard of me."

Coco observed the hero, "Yes, I've seen you before, Miss Rarity has also mentioned you."

"Oh, friend of Rarity? I know Rarity myself, smart mare," Stark said.

Cap rolled his eyes, "Now who's wasting time?"

Stark groaned, "Fine, let's just take care of the robots in this area, then we can evacuate the city."

As they continued to fight the robots, to their surprise a group of dragons had arrived. Wasp watched as these dragons quickly took down the robots, beginning to feel some excitement. "Is Spike around?"

Surely enough, Spike arrived at the sight, taking down the robots with his fire and what looks to be a sword. He successfully merged the flame to his sword as he struck down the robots.

Wasp watched in awe as Spike proved his strength against the robots, he looks so awesome doing so. Once the robots were dealt with, Spike sheathed his sword to observe for any ponies who might need help.

"Man, I can't believe this many robots attacked, I heard Wesker meant business but this is too far. The last thing we need is another Tirek situation," Spike said.

"Spike!" Wasp shouted, getting his attention, surprising the knight in training.

"J-Janet!?" Spike said, in awe at the sight of his old marefriend.

Wasp changed back into her pony form and rushed over to hug Spike. "Oh Spike! I thought I would never see you again!" She started to kiss his face over and over, a bit awkward for Cap, Stark, Babs, Coco and the nearby dragons to see.

Spike broke away from the hug, still in shock. "Janet!? How did you get here!?"

"Oh, um some creature named Eris, she brought me here after she brought Peter back to our world," Wasp explained.

Spike then remembered having gotten a message from Eris a little while back, though she simply told him that Wesker returned and that she had taken Peter and Twilight someplace safe and to go find their son Ben. Looks like Eris took them to Marvel Earth, which would explain how Wasp is here.

"Wait, did anyone else come?" Spike asked.

"We did," Stark said, getting his attention. "Hey Spike, it's been a while."

"Iron Man? Captain America? You're both here too?" Spike asked.

"Yeah, thanks to Eris," Cap said.

Spike scratched his head, "Who else came?"

"Johnny, Logan, Remy, Bobby, even Hawkeye came," Wasp said.

"We're gonna liberate this world of Wesker and Ultron," Stark said.

Wasp hugged Spike some more, "Then I'm gonna find a way to live here again. Oh Spike, I love you!" Janet then gave Spike an affectionate kiss, much to his surprise. She then broke off and went back to her Breezie form. "I'm gonna search for more ponies, time to keep kicking some robot ass!"

As Wasp flew off, Spike stood there in shock. "I...I thought she would have moved on by now...I didn't think I'd see her again regardless but I would have thought she'd found someone else to love...what will I do now?"

Cap approached Spike, "Everything ok?"

Spike nodded, "It's fine, let's just hurry, once we free the ponies we gotta meet up with a dragon named Ember, just a heads up, she's a Princess, and she takes that title seriously. I know you'll be respectful but..."

Spike looked toward Stark, who started showing off a little for Coco. Cap nodded, "I get it, don't worry about it."

Spike nodded, "Thanks, now let's hurry and save the ponies."

Cap nodded and continued his assault on the robots.


In Appaloosa, Remy was fighting away the robots along with Applejack, who decided to join him. Luna was also there, having been the one to fly them.

"Where's Braeburn? I'm really worried about him," Applejack said, buck kicking some robots away.

"Don't worry, we'll find him," Remy said, whacking the robots with his staff.

Applejack continued fending them off, even using her lasso to grab one robots and whip it around to hit the other robots. "Dang things."

Remy grinned at Applejack as tossed some cards, taking out several of the robots, "You've gotten much stronger I see."

"Well I've been farming for so many years, nowadays mah family's business has expanded, been really busy making some major decisions," Applejack said.

"Seems like it, you run the farm now?" Remy asked.

Applejack shook her head, "No, Granny still runs it, as long as she can move she'll keep the place running." Applejack kicked a robot and chuckled, "Funny, ah remember when me and Big Mac used to argue over who got to take over the farm."

"Well at least you're still doing great, proud of you mon cheri," Remy said.

Applejack punched away a robot, then trotted over to Remy. "Thanks sugarcube."

The two shared a brief kiss, though while doing so, several robots flew over to them. Fortunately Luna was able to blasted them away. "It's great that you two are rekindling your love, but it's important to focus right now. There's still many robots around."

"Right, sorry Princess," Remy said, getting his staff ready. "Let's kick some ass Applejack."

Applejack nodded and kept fighting the robots, though in the middle of it, she noticed something. "Ah see Braeburn, looks like he's helping the buffalo."

"Buffalo?" Remy said and looked across. "Wow...that's new."

The two continued to fight, hoping to reduce the number of robots.


Elsewhere, Sunset Shimmer is leading Fluttershy and Pinkie Pie towards the Crystal Empire, with Hawkeye providing cover from the air.

"You sure that Crystal place is a safe place to take these ponies?" Hawkeye asked.

"For now, luckily it's not the easiest place to reach, and since it's in the middle of a blizzard I doubt these robots will prioritize going there," Sunset said.

"Still, it's only a matter of time before they do. Keep in mind Wesker took that place over once," Hawkeye said.

"I know, but it's our only option right now, once we get the ponies to The Crystal Empire then we'll go back and fight Wesker and his allies," Sunset said.

"How are we even gonna get them there if it's in the middle of a blizzard!?" Hawkeye asked.

"We'll use the trains, but make it so that only we have access to them. That way the villains can't use them to get there," Sunset said.

As they ran, a few robots had spotted them and made their way over.

"Oh crap! Watch out!" Hawkeye said and fired his arrows at a few.

Sunset stopped and blasted several out of the sky. Fluttershy and Pinkie Pie both backed up a little, being the least experienced in fighting, they decided it's best to let Sunset and Hawkeye handle this.

"How do you deal with this as much as you do!?" Sunset asked as she zapped.

"Eh, takes getting used to," Hawkeye replied nonchalantly.

Two robots managed to slip by Sunset and Hawkeye, going straight for Pinkie Pie and Fluttershy. Fluttershy took a step back while Pinkie stepped forward. She might not be good at fighting, but she does have some Earth Pony strength she can use, and she's not about to let Fluttershy get hurt.

Before anything could happen, both robots were attacked by two different forms of blades. They were immediately destroyed as two ponies landed near the mares, still ready to fight.

More robots continued to come but the two ponies attacked them, one using her claws, the other using his swords.

Pinkie took one look at one of the ponies, it was all she needed for her smile to grow wide, really wide, wide enough to stretch her face several inches.

"It's...it's Deadpool!" Pinkie said with excitement.

Fluttershy took one look at the mare and felt an equal amount of joy, "And it's Laura!"

Both Deadpool and Laura continued to attack the robots, Laura eventually using the claws on her hind legs to attack the robots. Deadpool brought out his guns and fired at them, hitting them in points where they would explode.

Sunset was surprised to see the two, then noticed some robots approaching from behind. Before she could attack them, both of them were mysteriously punched away. She looked around to see what happened when suddenly a pony with a red and black suit and metal helmet had just appeared, as if he'd grown several hundred inches in a second.

"Hey there," the pony said, then shrunk down again to attack the robots.

Sunset scratched her head, "That's new..."

Then three other ponies arrived, one was able to stretch his limbs for long punches, even forming them into hammers and wrecking balls. One was able to turn invisible and attack the robots from out of nowhere. She also created force field to shield herself from attacks. One pony looked like a giant walking rock.

"Wait, is that...Reed Richards, Susan Storm and Ben Grimm?" Sunset said. "Why did they come here as well? I thought they were gonna wait in their home world?" One thing that really caught her eye was a small unicorn filly standing far enough from the fighting. "Who's she?"

Once everything was cleared, the ponies gathered around, observing the area.

"Wow, I knew this world was in danger, but I didn't think it would be this bad," Reed said.

"I can't believe our son is somewhere in this world, how could this have happened?" Susan said.

Laura looked around, "Man, this place used to be filled with happiness, didn't take long for Wesker and his goons to ruin it."

Before they could continue, Sunset had approached the group alongside Hawkeye.

"Can't say I expected to see any of you here, what brought you to Equestria? How did you get here and who's he?" Sunset pointed to the pony that seemed to be able to shrink and grow.

"Name's Scott Lang, or Ant Man as most know me nowadays," Scott said, then turned to Hawkeye. "Sup Clint?"

"Hey Scott, how do you like Equestria?" Hawkeye said.

"If I didn't learn to walk like an ant on occasion, I would have a hard time existing here, being turned into a pony feels weird." He then felt something new on his body, he turned to see that he had wings. "Can't argue with these babies though."

"But anyway, what brings you all-" before Sunset could finish, Fluttershy called out.

"Laura!"

Pinkie also called out, "Deadpool!"

The two noticed the mares and wasted no time in rushing towards them.

"Pinkie Pie!" Deadpool shouted as he pulled Pinkie Pie into a strong hug. "I've reunited with my waifu!"

Pinkie returned the strong hug, "I've missed you so much Wade! I've felt so lonely!"

"Same here babe, Wanda might be a good friend to have but she's got nothing on your love!" Wade said.

"That's so-Wait who's Wanda!?" Pinkie aksed, looking a bit jealous.

Deadpool sweated, "Don't worry, I'm not into the idea of doing myself...then again."

"What?"

"Nothing! Lets make out!" Deadpool shouted, lifting his mask to kiss Pinkie Pie.

Laura had ran and tackled Fluttershy with a hug. "Fluttershy! I'm so happy to see you! I've been so damn bored without you!" Laura had a rare moment of smiles and tears of joy.

Fluttershy returned the hug, stroking Laura's mane, "Aw Laura, I missed you too."

Laura smiled up at Fluttershy, "How have you been these last few years!? Where's Dust!? She still living with you!?"

Before this could continue, Sunset got their attention, "Can somepony explain the situation to me please!?"

Reed nodded, "I'll handle it, as you can see Deadpool came here to see Pinkie Pie and Laura came to see Fluttershy. Me, my wife and my friend Ben came here because apparently Peter's daughter somehow managed to create a portal to Equestria using technology from my lab and came here along with our son Franklin."

"We shouldn't have taken our eyes off them, especially seeing how smart and hearing about how stubborn Peter's daughter is," Susan said.

"Not the best type of parenting," Scott smugly said.

Susan glared at the Ant Man successor, "Says the one who brought a five year old girl to a dangerous place like this."

"In my defense, I didn't know Ultron brought an army of robots, besides she wants to see her dad," Scott said.

Sunset looked curious, "Her dad? Wait who's daughter is that anyway?"

"That's Janet's daughter," Susan said. "And according to her, that little girl's father is Twilight's Dragon Assistant, Spike."

That took all the ponies by surprise.

"Janet had a daughter? And she says Spike's the father?" Fluttershy asked.

"Yeah, she didn't date after she came back to our Earth, and she did show signs of pregnancy months after returning, all signs point to Spike being her father," Reed said.

"Where is this Spike guy anyway? He around?" Scott asked.

Sunset shrugged, "He's probably with the other dragons, they're likely fending off these robots. But for now I need to get to the Crystal Empire and grab the trains to rescue the other ponies."

"Crystal Empire huh? I really hope we find my son there," Susan said.

"Don't worry, we'll make sure to find him," Sunset insisted. "Now let's hurry."


With Jill's team, she along with her allies were searching for Ultron, hoping to find him before he causes too much major damage.

"Where is this damn robot?" Jill asked, looking around at a lot of destroyed land. "I hope the ponies around here are ok."

"I'm sure they are, and they'll definitely be safe once we find Ultron," Zero said.

Several robots flew over to the group, but Zero took them out with his sword fairly easily. One robot managed to evade his sword, but Mega Man rushed in and used his Mega Buster to destroy it.

"How did all these robots even get into this world?" Mega Man asked.

"Probably the same way Wesker entered," Zero said.

"That would mean we should find where he entered from and destroy it, that should stop any more robots from coming," Mega Man said, firing at another robot.

"While that's a good idea, that might take long, and this world doesn't have that much time," Jill said, tossing some grenades.

Suddenly an explosion occurred nearby, many ponies were seen running for safety.

"These poor ponies, how could Wesker do something like this?" Mega Man asked.

"Because he's a monster, him and his allies," Jill said with a cold voice.

"Let's find a place to take these ponies so they'll be safe," Zero said, taking a robot down quickly.

"I'll handle that," they heard. The group turned around and saw a strange creature they've not seen before.

"Who are you?" Jill asked.

"I'm Chrysalis, Queen of the Changelings."

Jill looked a bit unsure, "I don't know much about Equestria, but from what I've heard from Chun Li, Changelings were considered bad."

"We once were enemies with the ponies of Equestria, that is true. But three years ago we formed a truce with them, thanks to the assistance of Peter," Chrysalis said.

"Peter huh? So Spider-Man got you on his side?" Jill asked, then scoffed a bit. "That boy, he doesn't cease to amaze me."

"I did question the idea of joining forces since our species feeds off of love," Chrysalis said.

Jill turned to her teammate, "I get that."

"But as it turns out, Friendship counts as a form of love, and Peter has given us plenty. Plus one of my Changelings was more than willing to set an example. A young one named Thorax," Chrysalis stopped to gesture to him. "He's always believed Friendship can help us without the need to hurt others, and it turns out he was correct. The love we've received from Peter's friendship has made us much stronger and healthier, it just amazes me how simple it is," Chrysalis said.

"You'd be surprised what a little friendship can do," Mega Man said. "Even many Capcom Fighters value it, like Ryu and Ken, plus Jill here with Chris."

"That is true, I value Chris Redfield very much, I'm glad Peter was able to help you. Looks like he's more than some annoying little kid," Jill said.

"He's matured quite a bit in the recent years, being a father helps," Chrysalis said.

Jill had a realization, "I keep forgetting he's a father, now we need to find Ultron that much more, to save all the families in this world."

"Ultron? Is that the name of that metal creature?" Chrysalis asked.

"Yes, he's an Android created by a scientist in Peter's world. A man from our world, Albert Wesker, who used to be my Captain before he betrayed us, contacted Ultron and joined him in taking over this world, along with his allies," Jill said.

"I see, well we shall assist you, though I was hoping to find Peter," Chrysalis said.

"He's near that Ponyville place, but he's hurt pretty badly," Mega Man said.

"Yeah, Wesker along with his allies attacked him and his wife Twilight. My allies are fending them off, but I'm getting worried about them," Jill said.

Chrysalis grew concerned, "This Wesker must be dangerous if he could hurt Peter."

"It's not just Wesker you need to worry about, among his allies, the most strongest one is a half demon named Vergil, he's strong enough that even Twilight was struggling against him," Jill said.

Chrysalis nodded, "I must assist Peter, but I will send some of my Changelings with you to find that metal creature."

"Thanks, hurry towards Ponyville, our allies are there with Peter and Twilight," Jill said. The Changelings left as Jill turned towards the robots, "Time to save Equestria, move out!"


A bit later, back at Ponyville, Ryu fighting off the robots, guarding Peter and Twilight as his allies also fended off the robots.

"Fine time for that train not to be here," Ryu complained, then turned to Peter and Twilight. "Just hold on, I'll keep you safe!"

Soon a train had arrived, Sunset Shimmer exited the train and ran into Ponyville. "Peter!? Twilight!?"

"Shimmer!?" Ryu said, getting her attention.

"R-Ryu?" Sunset said with a blush. "You're back?"

Ryu nodded and bowed slightly, "Hello Shimmer, it's great to see you again."

Sunset ran over and hugged Ryu, taking the martial artist by surprise. "Oh I'm so glad you're back!"

Ryu nervously smiled, "It's nothing really, we just came to stop our enemies from endangering this world."

"Yeah, but still, I really missed you," Sunset said, holding the hug.

During this, Chun Li got their attention, "It's great that you missed Ryu, but we have a bigger problem!" She gestured to the injured Peter and Twilight.

Sunset looked on in shock, "What happened to them!?"

"My parents!?" they heard. Mayday then rushed out the train, "What happened my parents!?"

Ryu looked surprised, "Peter's daughter? Wow, she's not so little anymore."

Sunset looked on in surprise, "Mayday Parker-Sparkle!? What are you doing here!?"

Mayday cringed, then slowly turned to Sunset, "Um, I kinda snuck on the train while Sonata and Franklin weren't looking."

"I'm pretty sure you'll never be allowed to leave your room after this, you weren't even supposed to return to this world until the enemy was defeated," Sunset said.

"Hey I've been around worse, like the big fight a year ago," Mayday said.

Ryu shook his head in disbelief, "What a stubborn child."

Mayday looked curiously to Ryu, "You're that karate guy? The one who always shouts the names of his moves. For the record, that's really weird."

Ryu groaned, "You really are your father's daughter."

Mayday looked around, "Dante's here, so is Chris, Miss Chun Li, that ninja guy and...Nathan!" Mayday ran over to Spencer. "It's been so long since I've seen you Nathan, how are you!?"

"I'm doing good Mayday, you've grown a bit, you're like what, ten years old now?" Spencer asked.

"Yeah, wow you remembered my age," Mayday said.

"It's not every day I meet a girl as smart as you that said she was four years old, I've missed you kid," Spencer said, ruffling her mane.

"Aw, thanks Nathan...anyway I'm glad you're here to stop these villains, but how did you get here?" Mayday asked.

"Dr. Strange and some lady named Madame Web," Spencer said.

"Oh Julia helped you? That's so cool, where is she?" Mayday asked.

Chun Li answered the question for him, "Off creating a distraction so we can escape, what's the plan anyway!?"

"The plan is to take this train and get as many ponies as possible to The Crystal Empire. I've sent Eris off to alert the heroes where to take the ponies, after that we're shutting the trains down, that way it'll be harder for those villains to go to The Crystal Empire, especially with the snowy weather and a magical barrier around the place," Sunset said.

"Sounds like a good idea, we can also make plans there," Chun Li said.

Peter groaned in pain a little, "T-Twilight..."

Ryu knelt beside Peter, "Take it easy Peter, your wife's safe, we're gonna get you and the other ponies someplace the villains can't reach."

Peter coughed a bit in pain, then was comforted by Chun Li, "Please rest up, they did a number on you, just leave everything else to your friends and my allies."


Elsewhere as the robots continued to attack, Jill and her allies took them down with help from the Changelings.

"Hurry, keep the ponies safe!" Jill shouted.

Mega Man fired his Mega Buster at each robot. "These robots are stronger than I'm used to."

As one tried to attack from behind, Zero showed up to take it down. "If you can't handle this, go back home, otherwise you'll slow us down."

Mega Man glared, "Never said I couldn't handle this Zero, I've handled just as much as you!"

"Stop arguing! Both of you!" Jill warned. "We have ponies to rescue!"

One Changelings zapped a robot and turned to Jill, "I see a whole group of ponies, they're being led by the Wonderbolts."

Jill noticed, "Ok, thanks Thorax, I'll go meet with them." Jill flew over to the ponies, "Get to Ponyville quickly! Spider-Mane and my allies are there to take you to The Crystal Empire!"

The ponies wasted no time picking up the pace. One Wonderbolt Stallion flew over to Jill, "Don't think I know you."

"Name's Jill Valentine, I'm from the Capcom World."

"Oh, never thought I'd see one, Name's Sky Stinger, me and my Best Friend Vapor Trails were personally trained by The Element of Loyalty Rainbow Dash," The pony said with some hint of overconfidence.

"That's nice," Jill said, not caring that much. "Just help these ponies."

Sky Stinger groaned, "Whatever," He called to his friend. "Vapor! Pick up the pace!"

"Right!" Vapor Trails shouted, helping the ponies along.

Unfortunately several lasers were shot in the direction of the ponies. Jill took note of where the lasers were coming from and growled in anger, "It's Ultron!"

Ultron flew over, shooting some lasers down, "You won't escape!"

As he continued to fire down, Jill turned to her allies, "Take him down!"

"What should we do!?" Vapor Trails shouted from nearby.

"Keep going! My allies will handle Ultron! You make sure these ponies escape!" Jill shouted.

Thorax flew over, "I'll help too, so will the Changelings!"

"Send about half of them with the ponies!" Jill urged.

"Ok!" Thorax said and gave the order to a few.

Eris flew over Equestria, looking for signs of anypony that might need help. She occasionally used her magic to warp some ponies someplace safe, though she had to be careful where she sent them, as to not accidentally send them too close to any of the villains.

"They really need to get the other villains a bit further away from Ponyville, otherwise the plan may not work," Eris said. She looked over and noticed Luna, along with Applejack and Remy leading several ponies towards Ponyville. She also saw Rainbow Dash, Johnny Storm and The other Wonderbolts leading ponies away from the Pegasus cities, looks like Rainbow Dash even had time to put on her Wonderbolts suit. She even saw Logan and Trixie running, but they seemed to have another pony helping them. "Hm, have I seen that one before?"

Also nearby she saw The Avengers and The Dragons rescuing a whole group of ponies, but to her biggest surprise, when she saw Rarity and Bobby, she also saw that Black Cat, Electro and Thunderlane were with them.

"I understand Felicia Hardy, but why's Electro there? And what's with that Pony with the goofy looking Mane?" Eris wondered.

Nearby she heard some explosions, which didn't go unnoticed by the other heroes.

"I'll go check! You keep leading the ponies away!" Luna ordered Applejack and Remy, to which they nodded and followed through.

"Dashie! You and I can check what's happening! Spitfire, keep leading the ponies to Ponyville!" Johnny said, to which Spitfire nodded.

"Trixie! Dust! Keep leading! I'll go check!" Logan said, leaving the two mares to their job.

"I bet that's Ultron! I'm going after him!" Electro shouted, despite Black Cat's protests.

The ponies rushed over where Ultron was firing his lasers at all the Changelings and at the Capcom Heroes.

"Whoa! He's strong!" Mega Man shouted, firing his Mega Buster.

"Very, Wesker knew what he was doing it seems," Zero said, firing his Z-Buster.

"Just keep attacking!" Jill shouted, firing her machine gun.

Ultron dodged the attacks and punched down each of the Capcom Heroes, then knocked them each back, "Weak beings!"

Thorax and the other Changelings fired their magic, but Ultron deflected it. "I shall crush you!" He then zapped them all with some lasers, charging up to deala more devastating blow.

Before that could happen, Johnny and Rainbow Dash both flew over to attack, but Ultron whacked them aside with ease. Logan jumped and attacked with his claws, barely scratching the surface. Ultron fired a laser through Logan's shoulder, though was then blasted by some electricity. He rushed at Electro and kicked him aside. Finally Luna arrived and managed to blast Ultron back a bit with her magic, then blasted him again to send him flying away.

"Foolish machine!" Luna looked over to see the others. "Rainbow Dash, Johnny Storm, Wolverine!"

Thorax flew towards Wolverine, "Are you ok?"

Logan checked his shoulder, "It's fine, it'll heal."

"I'm good, he hit hard but it's nothing I can't handle," Johnny said with Rainbow Dash nodding.

Luna nodded to them, and noticed Jill. "Where have I seen you before?"

Jill dusted herself off, "I'm Jill Valentine of the Capcom World."

Luna then looked over and saw something surprising, "It's...it's you!"

Johnny, Logan and Rainbow Dash looked over in surprise, there Electro was, dusting off an attack. "Damn robot, I'll get him for this!"

Luna angrily approached him, "Electro!" Why are you here!? Are you working with Wesker!?"

"If I was, why would I be attacking Ultron!?" Electro shouted.

"Perhaps it's a ruse to throw us off guard!" Luna accused.

"Hey I have my reasons for going after Wesker, Ultron and that traitor Starlight Glimmer!" Electro shouted.

"Starlight Glimmer!? Where is she!?" Luna asked.

"I don't know, last I saw her she blasted me out of YOUR castle, that was after Wesker sucker punched me!" Electro said.

Luna wasn't convinced, "Still...You're not exactly somepony we can easily trust"

At that moment, Black Cat had arrived, "Don't worry Luna, he's with me! I recruited him."

Luna looked surprised, "Felicia Hardy!? What is the meaning of this!?"

"I know this looks bad but you gotta trust me, I got Electro on my side because he was attacked by Wesker's group, we could use all the help we can get. I know it's not easy but we need to trust Electro," Black Cat insisted.

Luna looked even more unsure, "Why should we do that?"

"We have little choice, I mean come on, you've trusted me, Sonata Dusk and Sunset Shimmer, surely you can trust Electro," Black Cat insisted.

Luna started thinking it over, when Logan had arrived. "Listen, in times like this I've made uneasy alliances in the past, right now we might need to trust Electro." He then glared at the electric pony. "But let me tell you something bub, you try anything funny, I'll make you regret it." He showed off his claws, "You understand me!?"

Electro rolled his eyes, "Whatever Wolverine, let's just take down these robots."

Johnny got in Electro's face, "You better not try anything funny, especially to Peter."

"Hey I'll leave Parker alone, though once we defeat Wesker, I can't say what'll happen after that," Electro taunted.

Jill also got in his face, "I'm watching you, like Wolverine said, you try anything to Spider-Man or his friends and family, we'll make you regret it."

Mega Man got their attention, "Um, I'd hate to break up your intimidation but-"

Ultron flew over and landed near them with a thud, "I'm not done yet!"

Luna blasted at Ultron, "Help the other ponies! I'll keep Ultron away!"

Zero grabbed his laser sword, "Not alone you will!"

Both the Princess and the robot fighter held away Ultron while the other ponies ran, taking down all the other robots in their path.


Back at Ponyville, the other ponies from the other cities have arrived.

"Is this train enough to hold all of them?" Chun Li asked.

"Don't worry, there's more trains, some in other cities," Sunset said, pointing to the other trains. "Hopefully those would be enough, but we'll still send more trains if we need to."

Spitfire shouted to the ponies, "Everypony on the trains, now, on the double!"

With that, the ponies started to board the trains as the heroes kept a lookout.

Chun Li and Spencer assisted Peter and Twilight onto the train with all the other ponies joining.

As the trains boarded, Ryu heard some explosions from nearby, they seemed to be getting closer. He turned and saw Ultron flying towards the town, Luna flying behind him in an attempt to stop him.

"Ultron's coming! Hurry up!" Ryu shouted.

As he said that, Remy and Bobby rushed over to stall him, Remy throwing his charged cards and Bobby shooting some ice beams. Those attacks barely phased Ultron as he blasted them both down.

Stark then fired his ion lasers at Ultron but he blocked the attacks and sent another blast towards him. Wasp went to zap Ultron but he whacked her down. Luckily Spike caught her and placed her down gently before glaring up at Ultron.

"I've heard of you, and how much grief you've caused Janet!" Spike grabbed his sword. "I'm gonna take you down myself!"

Ultron crossed his arms as he landed down before Spike, "Try little dragon." Spike jumped up and tried to attack, but Ultron grabbed the sword. "Not quick enough." He then punched Spike down but the Dragon jumped back up to attack again, this time with his claws.

"It won't work," Ultron said, grabbing Spike by his hands and punching his stomach. He slammed Spike down and tried to stomp, but Spike rolled out the way.

"Take this!" Spike started breathing fire at Ultron, though despite it covering his whole body, it didn't work.

"Fool! My armor is obviously immune to-" Ultron stopped when he felt Spike sword go through him.

"Gotcha!" Spike pulled out the sword and swung again, getting Ultron in the arm, nearly cutting it off.

"You're clever I'll give you that!" Ultron said, then punched Spike towards the train. "But you're still a mortal."

Suddenly Luna's laser went through him, knocking him over. "Take on the power of a Goddess!" She fired again but Ultron moved out the way and blasted her out the sky.

"Even a Goddess can't compare to me!"

"Hadouken!" Ryu shouted, blasting Ultron from behind. Ultron turned around and zapped Ryu down.

"Ryu!" Dante shouted, then grabbed his sword. "That's it!"

He and Chris both rushed to attack, but Ultron grabbed them both and slammed them into each other and threw them against the train.

Zero then rushed over and attacked Ultron with his Sword, knocking the robot over a bit. Ultron turned around and punched Zero around a bit, then kicked him away.

Ultron glared at the trains and then flew up a little, charging his lasers, "No one is going to escape from me!" Suddenly his lasers were webbed, then looked down to see a barely standing Peter. "You..."

Peter panted a bit, still getting into a stance. "As long as I can move, I won't let you hurt my world!"

Ultron flew over and kicked Peter across the town, sending him through another house.

"Peter!" Sunset shouted and fired some magic blasts at Ultron. The Android turned around and blasted her against the train, right next to Chris and Dante.

Ryu noticed what happened as he was standing up. "Damn you! Take this!" Ryu rushed at Ultron to attack but Ultron managed to grab Ryu and slam him down.

"Imbecile, time for you to-" Ultron again couldn't finish, Peter had webbed him and tried to pull him away.

"Get...away...from them!" Peter shouted, barely able to do much.

"You dare to still challenge me!? Even you're just a mortal Spider-Man!" Ultron pulled Peter's web and made the hero come towards him as Ultron did a powerful punch to slam the hero into the ground. "Time to finish this once and for-"

"Hey you!" he heard. Ultron grew curious and turned to see a young filly. "Get away from my daddy!"

Ultron scoffed, "Little girls should be playing with their dollies." Mayday got into a fighting stance, further humoring Ultron. "Certainly you're not this foolish, then again children can be so naïve."

"How disappointing, because of you now everypony is gonna believe technology is a bad thing! How am I gonna be a great scientist now!?" Mayday shouted.

"If you truly want to be great, why let others stop you little one? I'm actually doing what I'm programmed to do, and as you can see I'm doing quite a great job." Ultron marched toward her, somewhat intimidating her but still not enough to sway her away. "You're not wrong though little one, technology is a great thing, and I'm certain you could have been a great scientist," Ultron rushed in and punched Mayday in the gut, causing her to fall over in pain. He then aimed his laser. "But unfortunately, you're still a mortal..."

Before Ultron could fire, Mega Man had arrived to pull Mayday out the way and blasted Ultron in the face. "You're a disgraceful robot!"

Ultron growled and went to attack but Zero arrived to block it, "Rock! Get that girl away from here!"

Mega Man didn't waste time, he held Mayday Bridal Style as he rushed onto the train with her. He placed her on a seat, "Hey, are you ok?"

"I'm fine...sorta," Mayday said, holding her stomach, feeling a large amount of pain, but still smiled at him. "Thanks though, at least you use your technology the right way."

"It's no trouble, I'm just following my own programming," Mega Man said with a smile.

Mayday nodded, but continued to hold her stomach in pain, Mega Man decided to sit next to her and comfort the young filly, hoping his allies can manage in the meantime.

As Ultron and Zero kept fighting, Luna had arrived to help, but Zero called to her. "Get Spider-Man to the train, quickly! I'll hold him off!"

Luna wanted to protest but she knew that Peter needed to survive the most. She quickly grabbed him and flew towards the train. Unfortunately she noticed something terrible. "Oh no..."

Wesker, Vergil and the others were making their way to Ponyville, they did not look too happy.

Ryu stood up and also noticed, "They must have defeated Dr. Strange and Madame Web, we don't have much time!"

Everyone quickly boarded the train, even those who stopped to initially challenge Ultron as Sunset gave the order. "Let's move these trains out!"

As the train moved, the villains just got closer. Luckily Eris arrived and attempted to attack with her magic, but Vergil attacked first, using his sword against her as Wesker rushed to punch her.

Eris still managed to stand up and blasted the two back, then sent several magic blasts towards them, hoping to keep them away.

"Eris!" Sunset shouted. "We need to leave!"

"Go on! I'll be fine! I need to hold them off!" Eris said, continuing her attack as the villains continued to get closer.

As the train moved, Mega Man called out, "Wait! What about Zero!"

He looked out the window and saw Ultron knock Zero through a home. Ultron approached the home with his laser charging as Zero struggled to get up.

"Pathetic," Ultron said, aiming the laser.

Mega Man's eyes widened, "No, Zero get out of there!" He attempted to leave but Chun Li grabbed him.

"Don't! You're gonna put yourself in danger!" Chun Li warned.

"But he needs us!" Mega Man shouted.

Eris turned around, attempting to help with a blast that distracted Ultron, but that one mistake allowed Vergil to stab her with his sword, causing her to fall over. Wesker approached her and lifted her up by her hair as he kicked her yards away.

"Even the Goddess of Chaos is no match for us," Wesker said.

"Too bad that wasn't Discord, but it's the next best thing," Vergil said.

Sunset panicked a little at seeing Eris defeated, then called out, "Start the damn train now!"

The train started moving, as Wesker and Vergil tried to attack, both were blasted back by Zero's Z-Buster. He then turned to Ultron with his sword out, wiping the dirt off his face, "Give me your best shot."

Ultron finished charging, "Gladly." With that, he blasted Zero with his laser, putting an end to the robotic hero.

"No...Zero NO!" Mega Man shouted, desperately trying to leave the moving train. "ZERO!"

Chun Li fought back a tear, but she had to be strong, for her allies, especially Mega Man.

Wesker looked displeased, but smirked it off. "No matter, we'll still continue out our plan. For now I must contact Starlight Glimmer."

Vergil just glared, "Soon Spider-Man, Twilight Sparkle, soon you'll fall to us."

The trains left, the ponies hoping to find a way to end this soon.

Author's Note:

Not the best idea to jump around like this, but everything needed to be covered, hopefully it wasn't too confusing.