• Published 3rd Jun 2018
  • 1,312 Views, 83 Comments

Spiders and Magic: Avengers Assemble - Masterob



With more superheroes in Equestria, plus other worlds, thing might get even more chaotic. The adventures of the Elements and Marvel Heroes continues.

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Iron Trouble

Back in Stark Enterprises of Equestria; Peter, Stark and Mayday were overlooking the project that Peter and Mayday had been working on.

"Anti-Gravitation huh? Interesting idea," Stark said.

"Yeah, basic science stuff but I figured it could work in this world, my idea is that when a Pegasus needs to learn how to fly, this machine can help them practice flapping their wings in the air without the assistance of unicorn magic should there be no access to it," Peter said.

"That sounds very intriguing, though what inspired this idea if I may ask?" Stark asked.

"I first thought about this back when Scootaloo was having trouble flying, then recently when Mayday said she would like to be a great flyer, like her Uncle Johnny," Peter said. "So I figured something like this would be great for Pegasus Ponies."

"Plus it would be fun to float in the air, almost like swimming," Mayday said, doing swim gestures.

Stark chuckled, "Indeed, I think we can make this work Peter, I'll get my best ponies on the job, you and I can overlook all production."

"Me too?" Mayday asked.

Stark nodded as he rubbed her mane, "Of course, you're our little assistant."

"See honey, you're on your way to becoming a great scientist," an enthusiastic Peter said.

Mayday grinned, "This is gonna be so awesome!"

Stark began looking for something, but couldn't find it. "Hold on, what I need is in my office, give me a second."

He went to his office, leaving the father-daughter duo behind. He searched through and found what he was looking for. "Here it is." Suddenly he felt a presence nearby. He looked outside his window and to his surprise, saw a giant robot suit floating outside.

"Hello Stark."

Stark looked confused at the sight. "Wait, what in the-"

The suit blasted at Stark, firing mini lasers that Stark barely avoided.

Peter's Spider Sense went off as he heard the explosion, "What just happened?"

"Daddy? What's wrong?" Mayday asked, looking a bit scared.

Peter shook his head, "I don't know, just stay here a moment and don't move from this spot."

"Ok daddy," Mayday said as Peter quickly left.

He rushed to Stark's office where he saw him avoiding more missiles. "What's going on!?"

Stark turned to Peter, "You gotta run, I think it's-"

Suddenly the suit fired again, this time trying to hit both Peter and Stark, causing more damage to the building and worrying the ponies inside.

"Uh...what's going on?" Soarin asked.

Coco looked pretty worried, "We should find Mr. Stark."

Back in the office, the two continued avoiding attacks aimed at them.

"What's going on!?" Peter asked, looking at the suit. "Wait, who's that!?"

"It looks like an old 'friend of mine came to visit!" Stark shouted.

A moment later, Soarin entered the room, "What's with the-" He saw the suit outside. "Um, I don't remember there being another Iron Stallion."

The suit fired at Soarin, but Peter used his webs to pull him out of the way, leaving the stallion a little freaked out. "Holy crap that was close." He then quickly turned to Peter, "Dude I owe you one."

"It's no big deal but if you wanna do me a favor, please get my daughter out of this building and out of this city," Peter said.

"You got it!" Soarin said and quickly flew off to find Mayday.

Peter turned to Stark, "Who do you think that is!?"

"I think that's Obadiah Staine" Stark shouted. "The Iron Monger!"

"Right you are Tony, I've come to take the business that's rightfully mine!" Staine then attacked the two, both quickly jumping out of the way.

"How did you get here!?" Stark asked.

"Through a portal of course, with a little help some strange spirit and Spider-Man's old friends," Staine said.

Peter looked curious, "What old friends!?"

"A certain Rhino, Scorpion, Sand User and Mysterious Magician," Staine said.

Peter looked surprised, "How did you get them to work for you?"

"I paid them, how else?" Staine said, "Besides they're quite invested in my little plan." He started attacking again, this time both ran out the office. Staine then flew inside the building but Peter managed to grab his suit from the bag he brought and shot some webbing at his helmet, then punched him back.

"We gotta do something!" Peter said.

"Get him out the building for a moment! Then let's suit up!" Stark ordered.

"I already got mine," Peter said and quickly got into his suit. He then ran in to punched Staine again, then tackled him through the glass and punched him down to the streets below. Peter fell and punched down but Staine rolled out the way and fired some missiles at Peter.

The hero quickly kicked them up and webbed Staine to slam him against the building. Ponies nearby ran for cover, hoping to get away from this little fight.

"Go back to Earth!" Peter shouted and whipped him into another building, but Staine managed to stop himself with his jet boots and flew in to punch Peter through the lobby of the building, startling all the ponies.

As Staine went to attack Peter, he was blasted from behind. He turned around and saw that Stark had gotten his own suit.

"Let's do this," Stark said, getting all lasers ready.

"Gladly," Staine said flew in to attack, both suits clashing outside and fighting into the air with Peter running outside and watching from the ground below, trying to figure out a way to win.


Meanwhile Soarin had already grabbed Mayday and flew far from the city, moving fast as he could without it being too much for Mayday.

"I hope my daddy will be alright," Mayday said.

"Hey he's pretty tough, and he's got Mr. Stark helping him. Spider-Mane and Iron Stallion can handle it," Soarin said.

"Still, should we get the others?" Mayday asked.

Soarin nodded, "Yeah, Spitfire and Captain Equestria would want to know about this. Plus then this could end much faster and possibly less damage to the city."


As Soarin flew away, Stark and Stained are fighting in the air, both clashing hard and fast, though Staine's armor had a little more power, Stark was a bit faster. Unfortunately Staine was able to punch Stark through a few buildings and fired a blast after him.

"You were never fit to run this company!" Staine shouted, charging a much stronger attack. Moments later Peter had managed to web onto his feet and pull up for a strong punch to his gut, then flung him down, hitting the streets hard.

Staine stood up, glaring at Peter, "I'll make you regret this, the only good thing about you being here is that I can take both of you out of my way!"

"Why? Afraid I'm next in line to take over the company? Then again Stark seems to like me so maybe you're right to worry," Peter said with a grin. He then rushed in to attack but Staine blocked and sent Peter through an opposite building.

Stark flew back and blasted Staine in the face, "When are you gonna give up this goal of taking over the company my father built!? What makes you so fit to run it!?"

"Because I'm an actual business man, not some spoiled brat who got lucky," Staine said and blasted Stark again.

Peter rushed back and punched Stained down, then webbed him into the air, allowing Stark the chance to fire an Ion Beam from his chest, blasting Staine across the buildings.

"This is ridiculous, we have to get him out of this world!" Peter shouted urgently.

"You don't think I know that kid? Can't believe he's even here," Stark said.

Peter sighed, "I was worried something like this could happen, I just didn't think it would."

"We'll worry about that after we win, don't let up Peter," Stark said.

“Don’t need to tell me twice!” Peter said, rushing in to attack again.


Eventually Soarin had arrived back at Ponyville where he dropped Mayday off at the Parker-Sparkle home.

"Why can't I go with you Mr. Soarin?" Mayday asked.

"You need to stay home where it's safe, once I get my allies, we're going back to help your dad and Mr. Stark," Soarin explained.

Mayday pouted a bit, "Really wanted to come..."

"Why don't you go play with your friends or something?" Soarin suggested.

Mayday had a realization, "My friends? That's right, I have to go tutor the Cake siblings anyway." She looked up at Soarin with a determined face, "Alright, but I hope you're careful out there, I don't want you or anypony else to get hurt."

"I got this kid, don't worry," Soarin said with a confident smile.

Mayday nodded, then heard Twilght call out. "Peter? Are you and Mayday back home?" She walked toward the door and saw Soarin, "Oh it's you Soarin, where's Peter?"

"I'm glad you're here Twilight, you should come with me, there's a problem in Manehattan, we need to get to Princess Celestia's castle, find Captain Equestria and Spitfire," Soarin explained.

Twilight grew concerned, "What's wrong?"

"I'll explain on the way there, but we need to hurry," Soarin urged.

Moments later both Twilight and Soarin are flying towards the castle, Soarin using this time to explain the fight to Twilight, the two hoping to reach the other Avengers in time.


Back in the city, Spider-Mane and Iron Stallion are still fighting hard, somewhat overpowering their enemy. Due to their caution they haven’t been able to really fight all out, and the battle’s already dragged on quite a bit, also partially due to Staine wanting to take his time to show off his power.

Stark had punched him through the skies of the city as Peter swung over to kick him through the air, then both flew over to kick him down through the buildings.

"Keep this up, we’ll hopefully be able to take him down," Stark said.

"Got it," Peter said, swinging over to kick Staine, though the Iron Monger endured and punched Peter towards Stark, knocking them through some windows.

At Stark's building, Coco Pommel is seen looking through the windows, feeling very worried for her boss as well as Peter. "I can't believe one of Mr. Stark's enemies came through to this world, I hope The Avengers can get here soon, otherwise this city will be in real danger."

Peter and Stark flew to attack again, but were knocked toward the building itself, going through the windows.

"This is gonna take away too long," Stark said, dusting off his suit.

Peter got up, ready to keep fighting, "Yeah, didn't expect this to be that difficult. I thought my enemies were strong, makes me wonder if I could have even made it as an Avenger."

"You're underestimating yourself too much," Stark said, "You more than have what it takes now anyway, remember, even we couldn't defeat Osborn, we couldn't beat Wesker either."

Peter chuckled a bit, "Well technically Twilight beat them both, I just helped."

"Still did more than we did," Stark said.

Coco approached the two of them, "Mr. Stark, Mr. Parker, are you both ok?"

"Don't worry about us, just get to safety," Stark said.

"Oh, but that about you two?" Coco asked.

"It's our jobs as Superheroes to do this stuff," Stark said.

"That's why we're here, your job is to go and be safe with the others," Peter instructed.

"But..." Coco wanted to argue but reluctantly nodded, knowing there isn't anything she can do. She gave the two heroes a look of worry as she started to trot away. "Please, both of you be careful."

The heroes nodded as they got into position and flew off again. Coco made her way towards the others, though felt like she should do something for her boss and Spider-Mane.

Peter ran over and punched the enemy up as Stark blasted him down, then fired a bunch of ray blasts to him.

"I won't let you endanger this world like you endangered our home world!" Stark said.

Stark was then blasted back, Peter almost got blasted but the spider hero maneuvered out of the way and webbed him to toss him into a lamp post.

"Hopefully we can end this soon, less damage to the city," Peter said.

"Maybe at least before Cap arrives," Stark said.

"Hey if Cap arrives, that means we have help," Peter reassured.

"Yeah but he might complain if he found out that they came through a portal from my building, we were supposed to make sure it was completely guarded against guys like this," Stark said.

"Maybe it's for another reason unknown-" Suddenly the Iron enemy flew in and punched Peter away mid-sentence then turned to kick Stark back and sent beams in both their directions.

Peter was able to use his webbing to pull himself up to the roof to avoid the beam while Stark shifted to the side, narrowly avoiding the attack.

Both rushed in to deliver a punch, but both of their attacks were blocked and they were slammed to the ground and tossed into another building where several blasts were sent after them.

Stark grabbed Peter and put up a shield to protect them both, then blasts were sent to the roof above with the intent on bringing the building down on top of them.

"Time to end you two!" he then charged up a stronger blast and sent it right at them, causing a huge explosion in the area.

The Iron Monger took to the skies as he looked down at the damage caused. "That should be the end of Stark and his little Spider."

Suddenly the two began to emerge from the rubble, though not without some aches and pain.

"So why is he so mad at you again?" Peter asked, rubbing his foreleg.

"Lot of reasons, each one dumber than the last," Stark said, removing some rubble from his Iron suit.

"You two just don't know when to stay down," Staine said, charging up his lasers again.

"You should know how stubborn we heroes are," Peter said, getting into another stance.

The villain then started blasting again, but both Peter and Stark rushed in with a double punch to knock him back, then Peter pulled him in with his webs and allowed Stark the chance to punch him into the air, to which Peter jumped up and whacked him back down.

Stark landed on top of him and attempted to remove the enemy from the suit, "I won't let you use this suit to cause harm!"

Staine scoffed at that and then fired a beam from his chest, knocking Stark off the suit.

"No!" Peter said, landing on top of the suit, also rushing to remove it. "We won't let you continue your destruction!"

Then the enemy blasted Peter back with some lasers on his arm. The enemy stood up and readied more weapons.

"This guy just won't quit!" Stark said, firing a beam with the enemy doing the same, the two beams struggling against each other.

Peter swung over and kicked the enemy in the face, allowing Stark to overpower him with the beam and blast him back through another building.

"At this rate a good chunk of the city's going to be destroyed," Peter said.

"Just keep his focus on us, we'll make sure there isn't too much damage," Stark ordered.

"Easier said than done," Peter said as the two rushed in again.


Meanwhile the rest of The Avengers were seen making their way to Manehattan, hoping to assist Tony and Peter.

"How did this even happen?" Cap asked, leading the way as he ran toward the city. "How did enemies from our world get here?"

"I was worried this whole portal thing would work against us," Carol said, flying beside Cap.

Thor also flew beside Cap, "This man that is after Stark, do you think he may have brought others?"

Spitfire also flew near Cap, "How did this guy even sneak past us? The portal's in the castle!"

"Maybe we need better guards," Carol said.

"You don't suppose they have their own technology to create such portals?" Thor asked.

"Right, that's how that Doom guy got those Capcom villains to this world," Spitfire said.

"I'm not sure, but the biggest focus will also keeping more of a lookout on anyone else who might try to come through," Cap said. "If what Thor said is true, then this world might be facing real danger."

"If it gets too bad, we can ask help from the Capcom Fighters," Carol said.

"Hopefully we won't need to, I'd rather stop the problem before it starts," Cap said.

"Will do, anyway let's hurry, I'm sure Spider-Mane and Iron Stallion need our help," Spitfire said.

"Not that they really need our help, but we could help them finish this much faster," Carol said.

"Fast is what we do best!" Spitfire said, then turned to a group of Wonderbolts she had brought over. "Move faster team!"

"Yes ma'am!" they said, flying closer to Spitfire.

The Avengers quickly rushed to the city, where Peter and Stark were still trying to fend off the enemy.

"Dammit, what's it going to take to get that suit off of him!" Stark said.

"Let's try damaging it," Peter said.

"If it were that easy...Watch out!" Stark shouted, moving Peter out of the way before a chunk of a building was thrown at him. Unfortunately Stark took the blow and got knocked pretty far back.

"Oh no! Tony!" Peter shouted, then glared. "Gotta bring this big guy down!"

Peter rushed in to attack again, hitting several parts of the suit and then using his web to fling him around and send him up into the air as he went for one final punch that sent him flying across the city.

"That should do it, hopefully," Peter said, wiping his head a little.

"I hope so," Stark said, making his way over. "Nice work Peter."

"It wasn't anything really," Peter said. "We still gotta make sure it's taken care of."

"Peter!" they heard a voice call.

"Hey was that Cap?" Peter asked.

"Mr. Stark!" another voice called.

"That sounds like Spitfire," Stark said.

The two heroes looked over and saw The Avengers as well as some of The Wonderbolts approaching.

"Hey you're all here," Peter said.

"Yeah," Spitfire said as she flew towards Peter. "Soarin told us after he brought your daughter home."

"Great, um where is he though?" Peter asked.

"I told him to wait at the castle, he looked a little tired, must have gone extra fast to get to us, how long have you been trying to hold him off?" Spitfire asked.

"I don't know, it was going so fast yet somehow it felt like forever," Peter said.

"I want to say about a good half hour," Stark said. "Give or take at least."

"Wow, that's pretty fast flying," Peter said.

"Duh, we're Wonderbolts, and we even brought the more faster Avengers," Spitfire said, then looked around a bit. "Looks like there's quite a bit of damage, at least it's not too bad. This guy must have been tough."

"How did he even get through, that's so weird?" Peter asked. "There should have been people and ponies watching on both sides of the portal."

"I'll try to contact Rhodey, see if he knows anything," Stark said, and called from his suit. "Rhodey, are you there?" Stark waited for an answer, as did the group but nothing came. "Rhodey!"

"Now I'm kinda worried, suppose he attacked Rhodey and Pepper?" Peter asked.

"For his sake he better not have hurt them," Stark said coldly. "Can't believe this actually happened, I was so sure we could keep the portals as our advantage!"

"Where is he anyway?" Cap asked.

"Peter knocked him pretty far back, if we hurry we can go grab him and prevent him from causing any more harm," Stark said.

"Actually he's coming this way!" Peter shouted, pointing to the oncoming Iron Monger.

"I won't lose yet!" Staine shouted.

"Avengers, Wonderbolts, Assemble!" Cap shouted and led the charge, throwing his shield at Staine's head to knock him a bit dizzy as he ran in for a strong punch to stumble him back.

Carol then flew in with a strong kick to his head with a blast to his chest right after. Thor flew over wielding his Mjolnir and whacked him hard into the air allowing Spitfire and her Wonderbolts to fly over and kick him to the ground below.

"Time to finish this!" Peter said, then used his web to fling him into the air as Stark flew over and did a strong blast to knock him toward a building, damaging the suit and knocking Staine unconscious.

"That got him," Stark said with a satisfied smile.

Spitfire landed near the downed villain and turned to the others, "Go let Princess Celestia know we stopped the guy, me and my Wonderbolts will handle everything else here."

"Wait, what about the others?" Peter asked. "Should we check on your building Tony?" Peter asked.

"Good idea, I'm worried about them, let's go," Stark said, leading the others towards his building.


Observing all this from his crystal ball, Discord seemed pretty satisfied with what he's seen so far. "Good, the plan seems to be working. All I have to do is continue to make use of this chaos, I should be able to make more portals soon, weakening the link and bringing in all our extra friends."

"Sounds fun!" Sonata said, clapping her hooves. "I can't wait to make some new friends!"

"Still, odd choice to test this on," Shocker said. "I know this guy is an Avengers villain but I wouldn't call him the strongest."

"We're just getting warmed up, wouldn't be much fun if we went all out from the beginning, sometimes starting slow can be fun," Discord said. "At least that's what I've learned from observing those Saiyans."

"Huh? Saiyans?" Sonata asked.

"You'll see soon my dear, like I said, it's going to be Super," Discord said.

Shocker rolled his eyes, "I hate when someone reuses a joke and expects it to be funny the second time."

"Technically I wasn't really joking, just reminding you of my clever pun," Discord said.

"Fine, fine, don't care," Shocker said.

"No need to be so moody Herman," Discord said.

"Don't call me by my name so casually," Shocker said.

Sonata giggled, "You are moody though."

Shocker groaned loudly at Sonata's giggling as Discord observed the crystal ball, tapping his chin in wonder, "Perhaps I should give those ruffians at Tony Stark's building a chance to show what they can do in this world, maybe make sure there's two more, give Spider-Mane a little preview of what's to come in a few years."


Back with the others, they had arrived at Stark's building, checking on the ponies there. Fortunately everyone was ok. Stark's assistant Coco also seemed to be fine after everything, trying to assure that she'll be able to handle everything here for now.

"You sure you're feeling alright Coco?" Stark asked. “I know that got a little intense.”

Coco nodded, "Yes, it was a bit shocking for all of us but nothing we can't handle I'm sure."

"You're a tough pony, I like that about you," Stark said, getting a slight giggle from his assistant.

"Will you be fine by yourself for now?" Peter asked.

Coco nodded, "Yes, thank you Mr. Parker, you too Mr. Stark."

"No trouble," Stark said

"Yeah, and you can just call me Peter, any friend of Tony Stark is a friend of mine after all," Peter said with his usual cheery smile.

Coco couldn't help but blush at that, she's heard from Rarity how charming Peter is, but she hasn't had much of an opportunity to see it up close. "Sure thing...Peter." Suddenly Coco started blushing more just from mentioning his name so casually, then started to trot away. "I should be going now."

As Coco trotted off, Stark turned to Peter. "Sometimes I feel like you married too soon, you have so many opportunities."

"I'm happy with Twilight, I have no regrets," Peter said.

"I know, I'm not saying you made a bad choice, but maybe you should have explored a bit more," Stark said.

Peter shook his head, "I've never really been good with girls anyway, I don't know why some of them act flustered around me, at least in Equestria."

"You're just unaware of your looks and charm, but I suppose that's what helps make you a really decent guy," Stark said. "Anyway I'm just glad this situation was handled with minimal damage.

"Yeah, at least the building is mostly alright, though we still need to figure out how this happened," Peter said.

"Don't worry, we'll fix this, let's just get back and talk with Celestia about this," Stark said.

Peter sighed, "I feel like this is something she was worried about."

"It can't be helped, we'll fix this before it gets too bad," Stark assured.

The heroes then left to Celestia's castle while Discord made plans of his own. He hopes to open more portals, to the other worlds, to really create chaos and turn Equestria into a fighting field. Discord's plans were far from done.