• Published 3rd Jun 2018
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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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Sinister Invasion Part II

Peter and his friends faced off against the invading villains, hoping to defeat them quickly and get them out of Ponyville.

"Alright, everypony pick a villain to fight, there seems to be an even amount, if you can defeat your villain fast enough, go help another teammate," Peter said.

"Right," Johnny said, showing off some flames. "We'll take care of this."

"And try to be careful," Peter warned. "These guys aren't jokes, mostly."

Remy had his staff ready, "Yeah, we know about them. Tough but they can be beat."

"Plus with six of us and six of them, that'll make winning much easier," Logan said.

"Let's just be careful around the town though," Peter warned. "I don't want there being too much damage."

"All the ponies are safe I think, but we still wanna keep their homes in tact," Janet said.

"You talk as if you believe you can win!" Scorpion shouted, getting his stinger ready.

"Uh duh, you guys aren't really that tough," Peter said.

"How dare you!" Vulture shouted. "Has living in this world given you that much of a high opinion of yourself Spider-Man!?"

"You're one to talk, you always have high opinions since you're usually flying," Peter said with a smirk.

"Still got jokes huh? Gonna have to beat them out of you for good," Rhino said.

"We're gonna destroy you Spider-Man! You and your annoying friends!" Mysterio shouted.

"Yeah, yeah, typical tough talk," Peter said, looking unimpressed.

"We can handle this," Johnny said, flaming on.

Wolverine snarled a bit, "Let's take them down!"

The heroes then charged to attack with the six villains charging as well. Johnny threw a fireball to scatter the villains as the other heroes went in to attack each one.

Peter punched Rhino back and jumped to attack some more, Janet tried zapping Mysterio but he was quick in dodging, Wolverine swiped at Scorpion, Remy hit Sandman with a card blast, Bobby attempted to freeze The Lizard and Johnny battled Vulture in the air.

Peter rushed to attack again but Rhino had managed to dodge and whack Peter away. He charged to attack again but Peter grabbed his horn to stop him and then turned to flip Rhino overhead and down to the ground below.

Peter then webbed Rhino and tossed him into the air and then jumped up to kick him towards the edge of Ponyville.

"Gotta keep him away from the town, hopefully Twilight managed to get everypony into our home," Peter said, rushing towards where Rhino was.

Nearby Janet was still attacking Mysterio, having shrunken down as she blasted her bio stingers at the villain. Unfortunately he made things difficult for her, using his powers to make illusions of himself.

"Of course," Janet said, zapping each illusion. "Hey! How about actually fighting me and not doing your disappearing tricks!"

"That's no fun, now is it," Mysterio said, appearing out of nowhere and attempting to blast Janet, though she was quick and was able to avoid.

"Got you!" She moved in quickly and managed to blast him a little, but he quickly made more illusions to hide among. "You're not gonna be able to keep this up for long!"

Logan continued attacking but Scorpion was agile enough to dodge the claws and attempted to hit Logan with the stinger, though that just gave Logan the opportunity to grab his tail and swing around as he tossed the villain toward a wall, hitting it hard.

"Gotta be a little more careful," Logan said, remembering Peter asking them not to cause any damage to the homes in Ponyville.

As Logan went to attack some more, Scorpion fired some acid from his stinger, nearly burning Logan.

"Try handling this!" Scorpion said, getting some acid on the mutant and burning him a bit. As Logan tried shaking off the acid, that gave Scorpion a chance to whack him with his tail. He went to use the stinger again but Logan rolled aside and then punched Scorpion and clawed his chest to knock him back.

"Gonna need more than that bub," Logan taunted, getting ready to attack again.

Remy had continued throwing cards at Sandman, or Sandpony now. Despite how many cards were thrown and the explosion that followed, Sandpony would just regenerate and prepare to attack.

"You don't have the power to beat me!" Sandpony said, attacking Remy, though failing since Remy was quick enough to jump out the way.

"You'd be smart not to underestimate me!" Remy said, whacking Sandpony with his staff and then throwing more cards. "Still, gotta find a way to end this quickly."

Bobby tried freezing the Lizard, but he had a hard time keeping the Lizard in one spot.

"Tricky jerk this guy is," Bobby said, throwing some ice, trying to freeze his opponent.

Lizard kept evading and then got in close to whack Bobby down. "Here's my chance!" He went to attack again, but Bobby froze his head and then blasted him back with an ice ball.

"That'll put your plans on ice," Bobby said with a grin, going to attack again.

In the air, Johnny continued battling The Vulture, even blasting him back a little with fire, though careful to make sure none of the fire landed on any of the houses below.

"Tricky for an old guy," Johnny said. "Though not much of a speedy flyer."

As Johnny continued to blast, Vulture swerved around, and hoped to confuse Johnny. "Not speedy huh? Try this!" He flew in to attack from behind but Johnny quickly turned around to blast him down.

"Like I said, not a speedy flyer," Johnny said with a grin, getting ready to attack again.


Twilight was observing from her balcony, wondering what could have brought these villains over from Peter's world. "First one of Tony's villains, now six of Peter's? Is somepony messing with the dimensions?"

"Twilight!" Trixie said, trotting over to her. "How are things out there?"

"It doesn't look like Peter's having trouble, I should probably just go help him though, might finish things up quicker," Twilight said.

Trixie also observed the fight a little. "Probably isn't necessary, he looks like he's handling it fine, I think he'd rather you stay here, just so he doesn't feel distracted. I mean if you go there, he'll be too worried about you getting hurt and he'll be worried about one of them coming here."

"I think I can handle them quickly, this way we at least reduce the potential damage to Ponyville," Twilight said.

"I don't think Peter will allow too much damage," Trixie said, though as she said that she heard a loud destructive noise. She and Twilight turned to see that Remy had accidentally hit a house with his cards.

"Whoops, hope the owners don't mind too much," Remy said, then quickly dodged an incoming attack from Sandpony.

Trixie noticed Twilight's worry, then patted her back a bit. "It can be fixed though, better the house than a pony."

Twilight groaned in frustration, "How did they even get in this world? That's what I'm more concerned about! Is it our portal!? Did somepony else make a portal!?"

"Good question, first the villain that attacked Peter and Tony Stark, now these guys, it's almost like they now have their own way of coming to this world," Trixie said.

"This is going to give Celestia more of a reason to worry," Twilight said. "What if she gets too worried and seals the portals again!? What would that mean for the heroes and their families!?"

"I doubt Celestia would send them back now, they all either have kids or are expecting children, except Deadpool," Trixie then grinned a bit. "At least we'll have someponies to send away with no trouble."

"Let's not worry about that, I gotta contact Doctor Strange or Thor, one of them can scan to see if there's an outside intruder," Twilight said.

The two where then startled by what sounded like a crash, they both turned to see that Johnny had been knocked to the side of a home as Vulture flew to attack.

Johnny placed both hooves in front of him and fired a strong fire blast to knock Vulture away onto the roof of another home.

"Are you ok Johnny!?" Twilight asked.

"I'm fine, just another day for me!" Johnny said and flew off after Vulture.

"I hope Scott hurries back with The Avengers," Twilight said.


On the other side of town, Peter is still battling against Rhino, gripping on his horn as he charged through town.

"Get off me punk!" Rhino shouted, trying to shake him off.

"Gotta try harder big guy," Peter taunted, though jumped off when Rhino hit a street pole.

"Ugh, little runt!" Rhino shouted, punching down at Peter. The hero was quick to dodge and began hitting the big villain with some quick punches. After several strikes, Rhino eventually knocked Peter away, causing him to crash into a wall.

Rhino then charged at Peter, though found himself hitting only a wall as Peter had quickly evaded.

"You just put a whole in Cherry Berry's house you jerk!" Peter said and webbed Rhino to fling him across town toward some barrels, knocking everything over.

Rhino stood up to attack some more, but Peter quickly appeared before him and did some quick strikes, then knocked him into the air and quickly jumped up to web him and swing him around diagonally to slam him through the ground.

As Rhino pulled himself out, though still a little confused, Peter rushed in and did one final punch to knock him down, then used his webs to restrain him on another street pole, leaving the big guy struggling upside down.

"Hey! No fair!" Rhino shouted.

"Hey that's what you get for causing so much trouble, now you stay there and think about what you've done," Peter said, then looked around. "Gotta find the others."

He then heard some fighting nearby, then quickly jumped in that direction, landing on a nearby roof to see Logan using his claws to block Scorpion's tail.

"Those claws of yours are causing quite a bit of trouble, but not for long!" Scorpion shouted and shot some acid at Logan, hoping to at least melt his claws.

Logan however was quick enough to dodge each acid spit and moved in quickly to slash Scorpion's sides, then kicked him toward a nearby carrot stand.

"And now Golden Harvest is gonna be mad," Peter lamented.

Logan then jumped at Scorpion to attack again, but the villain was quick enough to evade as Logan added more damage to the carrot stand. Scorpion raised his stinger to attack but this time he was webbed by Peter and pulled in for a punch to the face, continuing with more punches and then knocked back towards Logan, who rushed in with some claw swipes to destroy his suit and ended by cutting off his tail.

Peter took the time to web Scorpion to the wall of a nearby house, leaving that villain stuck for the moment.

"Man I can't win no matter what the world!" Scorpion complained.

"Evil never wins!" Peter said with triumph.

Logan rolled his eyes, "Don't get corny Parker."

"Hey you could at least thank me for helping you out," Peter said with a pouty face.

"Well you did speed it up for me, so I will thank you for that," Logan said. "But you should really be more worried about helping the others."

Peter looked up into the sky, "Well it looks like Johnny has his fight under control."

Logan also looked up and saw Vulture doing his best to evade Johnny's fireballs, attempting to fly in for an attack, but Johnny's speed outmatched his enemy's as the Torch hero was able to fly up and then do another blast to send Vulture straight to the ground.

"Whoo! Go me! Can't put out this fire!" Johnny taunted.

"Yeah, looks like it," Logan said, looking a little annoyed at Johnny's boasting.

Johnny started to descend, smirking down at the villain he was fighting, "Had enough? How about telling me how you got into this world Vulture?"

"I'd like to know that as well," Peter said. "Who sent you here?"

Vulture tried to crawl off, but Logan stomped his hoof down on his back, extending his claws across it. "Better start talking bub, otherwise-"

"Logan watch out!" Peter warned, but unfortunately Logan wasn't able to dodge a sand punch that knocked him toward a wall.

Sandpony approached the group with his hooves shaped like giant hammers, ready to attack. "Time to crush all three of ya!" He then felt an explosion on his back, much to his annoyance. "Ugh, you little pest! What do I have to do to knock you out!?"

Sandpony turned to Remy, the X-Man standing on a rooftop charging more cards with his kinetic abilities. "Asking myself the same question!"

"At least I can answer it for you, answer is that you can't knock me out!" Sandpony shouted, attacking with an extended punch with his hammer fists.

Remy leapt over the punch and threw a few more cards at Sandman's face, stunning him long enough for Johnny to blast him with fire.

Peter rushed to check on Logan, but the experienced hero waved it off, "I'm fine, just a lucky hit. Though I suggest we stop Vulture before he tries to escape."

Logan turned and saw Vulture scurrying away, "No you don't bub!" He jumped and clawed his left wing, destroying the tech and injuring his actual wing, hurting his ability to fly.

Peter took the moment to web Vulture and slam him to the ground, and then used more webbing to keep him stuck. "That's three."

Sandpony continued attacking Johnny and Gambit, the two heroes being too agile for him to land a proper attack.

"Hold still so I can clobber ya's!" Sandpony shouted.

"Sorry, but clobbering is my friend's specialty, not yours!" Johnny shouted, blasting Sandman in the face with more fire as Remy tossed some cards through him, causing another explosion that continued to weaken him.

"Storm! Double team!" Remy shouted, holding more cards.

"Sounds good! What's the plan?" Johnny asked.

"Shoot your fire!" Remy shouted, throwing some barely charged cards at Sandman, leaving them stuck on his chest like timed sticky bombs. "Go!"

Johnny wasted no time hitting the cards with his fire, increasing the explosion and overwhelming the sand powered villain.

"Aw man..." Sandpony said, losing form and passing out.

Peter took the moment to web him while his sand wasn't active, "Hopefully it keeps his sand retrained long enough."

"We'll just defeat the next two guys quickly, where are they?" Johnny asked.

"I can hear fighting from two directions, so let's split up," Logan said. "Parker and I will go east of here, you two go south."

"Sounds good, but is it a good idea to leave these villains without anyone watching?" Johnny asked. "Suppose they try to escape?"

"It'll be quick, besides we ain't got much choice, no other heroes around here," Logan said.

"Wait, where's your wife Johnny?" Remy asked.

"Rainbow Dash is at Wonderbolts HQ, though I'm sure she's gonna hear about this really soon," Johnny said.

"What about Scott?" Peter asked. "Well he got beat up but I'd thought he would have come back. There's also Deadpool."

"Wait, is Deadpool even fighting?" Remy asked.

"No time to ask, let's hurry!" Logan shouted, gesturing Peter to follow him.

Remy shrugged it off then turned to Johnny, "Lead the way."

"If you can keep up," Johnny said with a smug grin, flying the other direction.


Logan and Peter went towards the first sound of fighting and saw Janet zapping some Mysterio illusions near Sugarcube Corner.

"You can't hope to find me Janet Van Dyne," Mysterio taunted.

"Gotta slip up sometime," Janet said, continuing to zap.

"By the time I do, it'll be too late," Mysterio said, the real one appearing behind Janet and charging an attack. "Because you lose."

Before he could attack, Logan rushed in to kick Mysterio away from Janet, causing the other illusions to disappear for the moment.

"Whoa! How'd you find him so fast?" Janet asked.

"His scent gave him away, his illusions only fool the eyes," Logan said.

Mysterio crawled off, creating more illusions in an attempt to trick the two.

"That ain't gonna work on me bub!" Logan shouted, already picking up Mysterio's scent.

The real one was trying to run off, but Peter blocked his path, "Sorry bowl head, I know your tricks too, and they're not gonna work on me."

"That so!?" Mysterio said, throwing some smoke on the ground in an attempt to blind Peter. "Let's see you fight through my-"

Mysterio's taunting was ended with a stong punch to his stomach. "Dude, I just told you earlier I have a roommate who does the same tricks, I know how they work by now." He then kicked Mysterio through the doors of Sugarcube Corner. "Oops, didn't mean to damage the place, hope the Cakes won't be too upset."

Inside, Mysterio shook off the dust, "That accursed spider! I'm going to-" Suddenly he realized something odd. "Did I land on some cake?" Moments later he heard sniffling, then turned to see Pumpkin Cake with tears in her eyes.

"My cake...I spent hours on it," Pumpkin said.

"Typical children, crying over sweets, how annoying," Mysterio said, then turned to the other side to see a very angry Deadpool. "Where did you come from?"

"You bowl headed bastard!" Deadpool shouted.

Outside, as Peter and the others were about to make their way into Sugarcube Corner, Mysterio had been thrown right out, looking like he just recieved a pummeling.

"What in the world?" Peter said, then turned his direction to a very angry looking Deadpool.

"That's for messing up Pumpkin's cake! She spent hours working on it you piece of crap!" Deadpool shouted, then turned his attention to Peter, his anger quickly fading away. "Sup Parker? Anything new with you?"

Peter stared in disbelief, "There's villains in Ponyville."

"Villains huh? That would explain some of the terrified yelling I heard before," Deadpool said.

Peter, Janet and Logan face hoofed, with Logan speaking this time. "Yer hopeless sometimes."

"And you're short," Deadpool said, much to Logan's annoyance.

"I ain't got time fer ya, we gotta get these villains rounded up," Logan said.

"Johnny and Remy are getting the last one, let's go catch up to them," Peter urged, going towards the direction Johnny and Remy went with Logan and Janet following.

Deadpool just stood there, turning to face Sugarcube Corner, "Gotta go fight some baddies, be right back!"

"Ok! Good luck!" Pumpkin said, watching Deadpool run off.


Meanwhile Johnny and Remy were making their way toward the next fight, though Johnny noticed a look of worry on Remy's face. "Um, you seem nervous Remy, what's up?"

"This is the direction of Sweet Apple Acres, what if this next guy is at the farm?" Remy asked.

"Pretty sure Bobby's fighting him, and if you're worried about Applejack, I'm not sure if you really should be, she's a pretty damn strong mare," Johnny said.

"Johnny, she's my wife, of course I'm gonna worry. Rainbow Dash is strong, but if they went after her, wouldn't you worry a little? Especially since your daughter could be in danger?" Remy asked.

"Well, you got me there," Johnny admitted. "Still, not like Lizard's that strong of an enemy." As he said that, an ice beam had hit him in the face, much to Remy's surprise.

"You ok there?" Remy asked.

Johnny shook it off, "Yeah, hurt a bit, but at least I can't get cold very easily."

Remy looked ahead, "Guess I really didn't need to worry."

Up ahead, Bobby is relentlessly blasting Lizard with some ice, having a little assistance from Applejack occasionally distracting the villain by throwing a few apples.

"See, Applejack's pretty tough, and clever," Johnny said.

Remy chuckled in satisfaction, "She'd make a fine hero, well she technically is one since she's saved Equestria before."

As Applejack continued to hit Lizard with some apples, Bobby used his ice to travel around and hit a few blasts at Lizard using his left foreleg, while creating a bigger ball with his right foreleg.

"Get clear Applejack!" Bobby warned, then tossed the huge ice ball at Lizard to knock him dizzy. Applejack took the moment to quickly tie him up with a lasso as Bobby froze the lower part of his body.

"That takes care of him," Applejack said, then noticed both Johnny and Remy. "Howdy fellas!"

"Guess we weren't needed," Johnny said, walking by The Lizard. "All we gotta do is contact The Avengers and have these villains taken away, that is if Peter managed to take down Mysterio."

"How many were there? Ah did hear a lot of commotion before," Applejack said.

"Six of them," Johnny said. "We took down at least four of them though."

"Peter, Logan and Janet went after the last guy," Remy said.

"Which honestly shouldn't take long," Johnny said with confidence.

"And how exactly did they find themselves in this world?" Applejack asked.

"That's what we're wondering," Bobby said. "I mean first seeing one of Stark's old enemies, now six of Peter's." Bobby eyed the downed villain, looking a little concerned. "This doesn't seem to be a good sign though."

"Hey we took care of them right?" Johnny asked. "We make a great team all of us, much stronger than these wannabe tough guys."

"Yeah, so far it's been easy, but what if it gets harder?" Bobby asked. "I mean suppose some of our stronger enemies show up."

"Are you saying I'm not strong!?" Lizard asked, to which Applejack had bucked kicked him hard in the face, knocking him out.

"Put an apple in it," Applejack said.

Remy smirked a bit, "Atta girl."

Johnny chuckled a bit, then focused his attention on Bobby, "If more come then we beat them up too, I've felt much stronger and faster since coming to live in this world, like the magic of the place is powering me up. Plus we got Peter, a much stronger Peter than we've known growing up. Dude saved the multiverse like twice now, plus with The Avengers nearby and The Wonderbolts as our allies, I think we'll be fine."

"Best not to get too confident," Remy said. "You do that, you'll end up letting your guard down, then it's over."

"I'm not letting my guard down Remy, just stating some facts," Johnny said.

Applejack shook her head a bit, "Talk about this later, let's go talk to Twilight."

"Right, you should probably get our scaly friend here over to her, I'm gonna go check on Peter and see if he's finished beating up that so-called magician," Johnny said and flew off.

Applejack turned her attention to Bobby, "Tell me, are there any guys in your world fer us to worry about?"

"I can think of a few," Bobby said. "Hopefully we'll figure out how these guys are sneaking over to this world and put an end to this."

"Yeah, ah hope so too," Applejack said, then grabbed the rope with her mouth to start pulling the half-frozen villain, walking with the other two toward Twilight's house.

Author's Note:

Gonna take a small break to make sure I have enough chapters for the next part of the story.