• Published 3rd Jun 2018
  • 1,286 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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Invasion Aftermath

Within the hour, Cap and Stark had arrived in Ponyville after having heard about the villains from Ant Man. Fortunately all the ponies were safe and the damage wasn't too bad, nothing that couldn't be fixed within a few days.

All the villains had been tied up and placed in a big chariot, ready to be taken to Canterlot where Celestia will decide what to do with them.

"I'm so happy this wasn't worse than it was," Twilight said.

"Yeah, thankfully Scott was able to get help," Peter added. "That would explain where he was at least."

"Yeah, thought he ditched us," Johnny said.

Scott rolled his eyes, "Glad to know you have such faith in me, I tried fighting you know."

"Yeah, we saw Rhino getting hit, then suddenly it stopped," Johnny said.

"He got a lucky punch, then Twilight sent me to get The Avengers, still don't get by the way," Scott said.

"I knew Peter could handle them, especially with the others, that's why I sent you to get The Avengers, so they'd be ready to take these villains away," Twilight explained.

"You did good Scott, so enough with the complaints," Janet said, much to Scott's annoyance.

"Though I am curious, I still wanna know how they got here," Twilight said.

"Let's ask them right now," Johnny said, trotting over to the chariot. "Hey dumbasses, mind telling us how you got into this world?"

"Perhaps we do mind," Mysterio said smugly.

"Wow, cute, you know what else is cute? Me leaving one hell of a sunburn on all of you," Johnny said, heating up his flame. "Seriously, how did you bunch of misfits manage to get into this world?"

"To be honest, we're not that sure ourselves," Vulture said.

"Yeah, some weird old sounding guy just gave us the opportunity to crush Spider-Man, so we took it," Rhino said.

"Weird old sounding guy?" Peter said. "Um, I don't suppose you know what he looks like?"

"We only heard his voice, he talks so weirdly," Rhino said. "Talks weirdly too, said something about-"

"Enough Rhino, you don't owe them any explanation," Mysterio said.

Twilight snarled a bit, "Hey bowl head, you guys came into this world and attacked ponies in my town! So I think you owe us an explanation for attempting to cause us harm!"

"Bowl head?" Johnny said. "Man Twi, Peter really rubbed off on you."

"Johnny I'm being serious, I want to know how they got here, so I can prevent it from happening again," Twilight said.

"And we'll figure that out, if not now then later, they'll have to tell us eventually," Cap said, approaching the group. "We'll take them to Canterlot and we'll get the answers from there, hopefully they'll have more to say than Staine did."

As the Pegasus guards strapped onto the chariot, Mysterio called out. "Fair warning Spider-Man, this isn't the last you'll see of this, especially not us. I will continue to plot out your destruction, you haven't heard the last of the Great and Powerful Mysterio."

Trixie scratched her head a bit, "You know, when I hear somepony else say it, I have to admit, it really sounds...nowhere close to how great I make it sound."

Janet glared pitifully at Trixie, "Thought she was going somewhere else with that."

"We can take'em," Johnny said brashly. "Whoever they are, bet they're nothing to us."

"Don't be too quick to say that Storm," Logan said. "Not that I wanna say we couldn't beat whoever came our way, I'd rather not chance the idea of any of these ponies getting hurt in the process."

"The most dangerous guy is probably Doom, and our Capcom buddies took care of him," Johnny said.

"Did they really?" Cap asked. "When we went to search the area, he was gone, no sign of him anywhere."

"Wouldn't put it past Doom to somehow come back mysteriously," Peter said. "He's done it before."

"That kinda worries me," Remy said. "I mean he knows about this place, suppose he's the reason these guys are showing up?"

Peter turned to Cap, "Would you be able to find out for sure, or if you know anyone that can go find out?"

"Not a problem, there's plenty of heroes I can ask," Cap said.

"Good, don't want Doom causing trouble," Peter said.

"Make sure you check on every other possibility," Logan said. "Tough as Doom is, he ain't the only one."

"Just how many strong fellers y'all have anyway?" Applejack asked. "Fer years ah only knew of that Goblin creep, then this talk of Doom a couple of years ago, who else is there?"

"Quite a few, let us worry about it though," Logan said.

"We can take them anyway, they haven't beaten us yet," Johnny reassured.

"Don't get too carried away Torch," Logan warned. "Goblin came close years ago, remember that."

"Yeah, you didn't do much to help either," Remy reminded.

"Hey, I was helping! The Fantastic Four were all over doing their best to help!" Johnny said.

"And that's very appreciated Johnny," Cap reassured. "But take Logan's word, no enemy is to be underestimated, otherwise we'll run into trouble."

"Sure thing Cap," Johnny said with a mini salute.

Stark started flying up, "Meet you back at the castle Steve." He focused on the guards with the chariot, "Lets get moving you two."

The chariot flew off with Stark flying nearby to help guard it. Cap started trotting off, "I'm going back as well, I trust you'll handle everything else here."

"Always have been," Peter said with a small salute of his own.

"Thanks for your help Captain!" Twilight called out.

"No problem Princess!" Cap called back as he trotted away.

Johnny started flapping his wings, "I'll check around once more and make sure everything's alright."

"Good idea, I'll go check on the ponies at home, let them know it's safe," Twilight said, then went inside her home.

"That reminds me, I might need to let a few ponies know their houses got damaged," Peter lamented.

"Hey I'm sure they're happy to be safe," Applejack said. "Anyway ah should get back to the farm and check up on everypony, you coming Remy?"

"I gotta patrol with the others first," Remy said.

"Oh we got that Remy, you can go with Applejack," Peter said. "I know you're likely very worried about your son."

"Oliver's fine, though I'm sure he'd like to know his daddy's just fine," Applejack said.

Remy did a half shrug, "If y'all don't need me then I guess it's alright, let's go cher."

The two trotted over to Sweet Apple Acres, to which Peter turned to Logan. "Wanna check on Fluttershy?"

"Laura and Lightning Dust are there for her, so I know she's safe. I'll check around quickly with you, yer gonna need someone else that's fast," Logan said.

"That explains why Laura didn't help," Bobby said. "I thought she just didn't care."

"She honestly doesn't," Logan admitted. "Protecting Fluttershy is the only thing she cares about, in fact she's gotten even more protective after she learned about the pregnancy."

"I'll go in Twilight's house quickly to check on Rarity, I asked Golden Harvest to help escort her there house when I saw the villains," Bobby said.

"Speaking of wives though," Peter turned to Johnny. "Where was Rainbow Dash? I thought she'd come to help as well."

"Dashie's at the Wonderbolts Academy, though she'll probably be here as soon as somepony tells her what happened," Johnny said.

"Why don't you go let her know, that way she won't have to worry about you," Logan suggested.

"I'm pretty certain Dashie knows that I can handle myself," Johnny said with a cocky smile.

"Come on Johnny, if it was the other way around you'd be worried about Rainbow Dash wouldn't you? Besides if Rainbow Dash is like Twilight, she's gonna be extremely worried regardless," Peter said.

"You got a point, besides I gotta go around that way to pick up Firefly from Bow and Windy's house," Johnny said. "Probably lucky she was there and not stuck in Twilight's house with so many other ponies, she wouldn't have liked that, and unlike Remy, I don't have a really muscular brother-in-law to protect my kid."

A moment later, Twilight came back outside, "Alright, the ponies know it's safe, they should be leaving now."

"That's great, but mind telling me how Spike is?" Janet said. "He seemed so worried, I wanted to make sure he'd be alright but the others needed my help in keeping some order."

"He's calmed down, that and he feels kinds silly for having napped through a villain battle," Twilight said.

"Little guy was exhausted from intense training, he has nothing to be sorry about," Peter reassured.

"Yeah, it all worked out, it was nothing the six of us couldn't handle," Logan said, then remembered something. "Rather seven since Deadpool did help a little."

"Where did he go afterwards?" Twilight asked.

"Back to Sugarcube Corner to comfort Pumpkin Cake, apparently something she was baking got ruined," Logan said.

"Kinda ridiculous that he didn't even bother to help until that happened," Bobby said.

"Well he's not exactly a hero like the rest of us, his main motive is protecting Pinkie Pie and her family," Peter said. "Which I can't fault him for, at least he cares about them."

"So much for their help," Bobby said. "Doesn't matter I guess, we're plenty strong without them, but it kinda ticks me off that both have that power yet only use it to benefit themselves and those they like, so uncool of them."

"It can't be helped, that's the way those two seem to roll," Janet said.

"Twilight!" Spike said, coming outside with a note. "Princess Celestia sent a message, she wants to see you as soon as she can, all of you in fact"

Normally Twilight doesn't mind a message from Celestia, but given what had just happened, Twilight is almost dreading what her former teacher has to say. "Ok, write back to her and let her know we'll be there as soon as we're done here."

"Will do," Spike said and grabbed his quill to start writing.

Twilight began to dread the meeting with Celestia, "I hope she's not regretting my decision about the portals."

"Weren't they the only way she would be ok with us staying here?" Bobby asked. "You don't think she's gonna make us leave Equestria do you?"

"She wouldn't...at least I don't think she would," Twilight said. "You're all either fathers or about to be fathers, she wouldn't make you leave."

"But what if she makes our wives leave too then?" Bobby asked.

"Yer gonna make Twilight feel even more nervous, besides let's give Princess Celestia some credit here, she ain't one to make extreme and irrational choices," Logan said.

Twilight felt a little relief, "Logan's right, I know Princess Celestia, she won't make a decision like that so irrationally."

"Plus I'm starting to think she likes having us around, I mean who wouldn't?" Johnny said, then started flying up. "Anyway I'll meet you at the castle later then, gonna check up on Dashie."

Johnny flew off, leaving the remaining ponies in Ponyville to clean up before their meeting with Celestia.


However, watching this little incident through a crystal ball was the Chaos Spirit Discord, who seemed pretty pleased by everything.

"I just love some good chaos, bringing in some of Spider-Mane's old foes was a blast," Discord said, clapping his hands a bit.

"Yeah, bring in a bunch of low level morons was a great idea," Discord heard Shocker say. The spirit turned to see Shocker standing nearby with a cheerful looking Sonata.

"My favorite duo, you two have been becoming great friends. I don't suppose you're trying to find the Magic of Friendship?" Discord teased.

"Really funny Discord," Shocker said. "She just keeps tagging along wherever I go."

"Sorry, you just seem kinda lonely since one friend left you and your other friend's too sad to talk to anyone," Sonata said.

"First off Lightning Dust wasn't my friend, she was just an ally, who happened to betray us for Spider-Man and his annoying friends," Shocker explained. "As for Vega, he's just another ally, not really a friend, though speaking of whom." Shocker turned towards Sonata, "Shouldn't you be all flirty with him right about now? Like you usually have been?"

"Adagio's been hogging him, he has a LOT of negative energy. I can feel some from you, but don't worry! I won't take any," Sonata said.

"Better not, I swear your two other friends have tried to once before," Shocker said.

"Maybe, can you blame us? We're Sirens, it's in our nature, like Changelings feed off of love," Sonata said.

"Oh my, that's right, we're getting closer to when that Changeling attack is suppose to happen, oh I do hope that Peter found a way to make peace," Discord said. "After all, it would be a shame if something went wrong."

"I honestly hope he makes peace too, from the sounds of things those Changelings destroyed everything, and I'd rather not be among that," Shocker said.

"Don't worry, I'm prepared for that myself," Discord said.

"Better be, anyway back to the original topic, what did you hope to gain from brining in those six failures?" Shocker asked.

"Right now I'm just testing things out, that and getting Princess Celestia nervous. From the looks of things, I might be able to do any portal I want, and soon I'm gonna send them a big surprise," Discord said, trying to contain his joy.

"What do you mean by...big surprise?" Shocker asked, looking a little unsure about Discord's wording.

"Ooh! Is it those super strong warriors? What are they called again? The Cyans?" Sonata asked.

"You mean Saiyans dear, and no not just yet. Both Goku and Vegeta are still training hard, trying to reach new heights, and I'd rather they reach them before I send either one of them to Equestria," Discord said.

"I still think bringing them over is a bad idea, suppose they realize what you're trying to do? They might betray us," Shocker said.

"They won't, they're not going to destroy Spider-Mane or anything, just have a good fight, which both of them love to do very much," Discord explained. "I merely have something else in mind."

"Better not be stupid, or something I get caught in it. Last thing we need is for you to accidentally destroy Equestria, at least while I'm still in it," Shocker said.

"Don't worry, I won't do anything that drastic, otherwise Tirek will never let me hear the end of it for destroying a land he wants to rule over," Discord said.

Sonata looked closely into the Crystal Ball, "So, what's gonna happen now? What's Spider-Mane's plan?"

"Seems like he and Twilight are gonna have to explain things to Celestia," Discord said. "They probably think she's gonna seal the portals, not that I'll allow that. But to ease her worries, I'll give them a little break, then send in some more, well let's say...rational people."

"I don't even wanna know what you mean by rational," Shocker said, looking into the crystal ball. "Man, how many ponies were in that house anyway?"

"Also, how much longer until we do our big secret plan?" Sonata asked.

"Just a couple more years, don't worry my dear sweet Sonata, it's coming soon, and you'll be able to do battle against Peter, like you've been wanting to," Discord said.

"As long as I have my friends then I'm all for it," Sonata said, then turned to Shocker. "Any tips for when I fight him?"

"Ignore his stupid jokes for one, and try not to get hit with his webbing," Shocker explained.

"Ignore jokes and avoid webbing, got it," Sonata said, taking Shocker's advice much more seriously than he expected. "Also, what if his jokes aren't stupid, what do I do then?"

"ALL of his jokes are stupid, just take my word for it," Shocker said. "Honestly it's like fighting a little kid, how the hell did he even get married? Was his wife desperate or something to eternally put up with his lame sense of humor?

"Perhaps you just need your own sense of humor, personally I find some charm in Peter's jokes," Discord said.

"What?" Shocker asked in disbelief. "You can't be serious...then again you're pretty weird yourself, so I'm not that surprised."

"To each their own," Discord said and focused back on his crystal ball. "Now to see how this plays out."


Later at Celestia's castle, Twilight and the heroes were gathered before the Princess herself. Cap and Stark were both present, as well as Spitfire, waiting alongside the Elements and their Hero husbands.

Twilight felt uneasy, she already knows that Celestia is likely unhappy about the recent invasions, the fact that the portals she worked so hard to make happen were causing trouble for her world. What Bobby had said before had some potential truth to it, if Celestia isn't happy with the portals, she might have them removed.

"I'm sure you're all aware why I called this meeting," Celestia said.

"It's about the recent villain fights, we know," Logan said.

"Yes, somehow villains from Marvel Earth are making their way into Equestria, and obviously that's something we can't allow to keep happening," Celestia said.

"You're not gonna seal off the portals are you!?" Twilight asked, some fear seeping through.

"You're also not gonna banish us back to our world are you? Because we're kinda useful in this one," Bobby pointed out, which led to Remy bonking him on the head with his staff.

"Try addressing her with a little more class, or do you want to piss her off and get us sent back?" Remy warned.

"I'm not sealing away the portals, nor am I banishing anypony," Celestia said, to the relief and surprise of Twilight.

"You're not?" Twilight asked.

"No, at least not yet," Celestia said, getting some worry from Twilight and the Superheroes. "I know how much the portals mean to you Twilight, same with Sunset Shimmer. You both put a lot of work into those and even I myself have grown attached to the great heroes of Peter's world." Celestia briefly glanced towards Cap before resuming her explanation. "But I may have to if this continues to get worse. Fortunately both incidents were resolved very quickly, which is one reason I'm positive that keeping the portals open isn't a bad idea. But I would prefer if this matter was stopped where it's starting."

"Where it's starting?" Twilight asked.

"The first invasion left me a little suspicious, but this one has me even more convinced that this is the workings of a bigger plan by somepony," Celestia said. "From what I've heard from some of the other Avengers, the last six were petty compared to most villains they've seen."

"Yeah, those aren't really the strongest guys, in fact those are the type of villains that usually work for a bigger one," Peter said. "I mean they didn't even seem to have a leader, usually Doc Ock leads a Sinister Six group, though I already know that Green Goblin took care of him years ago."

"But is it originating from this world, or Peter's?" Rarity asked.

"Back in Ponyville we were wondering who could have access to this world," Logan said. "I know Doom had access since he's the one who helped Wesker with the portals and sent several guys in."

"He's the only one from our world that might have known a way to get in," Bobby said. "Unless he let other villains know."

"I doubt that," Johnny said. "Doom isn't really one to share glory, it was surprising enough he worked with Wesker, though my guess is that since Wesker's from a different world it'd be easier to have more for himself in our world."

"Doom is very likely, while those Capcom guys defeated him, we never had a chance to fully capture him," Stark said.

"Yeah, we never found him afterwards, we're pretty sure he's still alive too," Cap said.

"But what about this world then?" Logan asked. "Who here could be working with Doom?"

"Think Discord's involved?" Applejack asked.

"He could be, though he's not easy to find so it's gonna take a while to know for sure," Twilight said.

"What if it's from the Capcom world?" Remy asked. "I know Wesker and his buddies were taken back by the Capcom group, but he might have had allies aside from the ones we saw."

"Unfortunately we don't know a whole lot about Capcom villains," Peter said. "Only the ones we've seen."

"Doesn't Capcom have their own scientist villain though? The guy Mega Man fights?" Bobby asked. "Think I've heard about him."

"Later we'll contact Chun Li, she might have an answer," Peter said. "We still gotta figure things out here. Who else could be involved? Like what if Wesker made some allies in this world?"

"Wouldn't Lightning Dust know?" Johnny asked. "She briefly worked for Wesker, what if she has an idea?"

"Thinking about it, she never really said that much about Wesker or any of his plans," Bobby said. "I mean I know me, Remy and Laura were actually controlled into following orders from Wesker, though I barely remember much of it, and he never really said much around us anyway."

"Probably didn't want to take the chance that we'd break free or something," Remy said.

Bobby nodded, "Still, I feel like Lightning Dust knows more, she was with him much longer too. Fact is she was also really close to that creep Vega, and he probably knew some stuff."

"You don't think she's still loyal to Wesker and is secretly trying to help him or Doom take over again?" Rarity asked.

That caught Twilight and Celestia's attention, making them realize how easy that could be.

"No!" Fluttershy nearly shouted, briefly startling any further questions from Twilight or Celestia. "Lightning Dust wouldn't do that, she's really ashamed that she used to work for those Capcom villains, she never likes talking about it because of that shame. She wouldn't hide anything from us, at least not from me."

"I'm with Fluttershy on this one," Logan said. "Lightning Dust genuinely cares about her new family, especially Laura. Yeah she never really talks about what happened but she'd honestly rather forget."

Celestia still seemed unsure about this explanation, much as she'd like to fully believe it, "I'd also like to think she genuinely loves her family, but unfortunately your friends are bringing up good points. We'll need to question Lightning Dust."

"You can't be serious!" Logan said. "Come on, I'm sure she already told Parker and Twilight everything she knows back when we freed the Crystal Empire from Vega and Shocker!"

"Logan, it can't hurt to double check," Cap said. "Try to respect Celestia's suggestion."

Logan scowled, "Fine, I'll do it then, she'll answer to me better."

"With all due respect Logan, I would prefer if one of The Avengers or Wonderbolts did," Celestia said.

Logan seemed confused, "What for? I live with her so I can ask her. She'll trust me more!"

Celestia shook her head, "I fear your love for her might cloud your judgement, it would be better if-"

"It would be better if I spoke to her!" Logan interrupted. "Look Celestia, I know yer worried but if you send one of them then you're gonna make her feel intimidated, and I don't want her thinking that she's still not trusted among others. I'll ask her myself."

"Logan," Cap said, getting the aggressive hero's attention. "Don't ever interrupt Princess Celestia when she is talking, and mind your tone when you speak to her. What she does is for the good of her world."

Logan scoffed, "Yer such a goody-two shoes when you want to be Cap."

"It's called being a respectable hero, as a respectable hero I need to set an example and make sure others follow that example," Cap said.

Logan rolled his eyes, normally he had respect for Cap, but he does hate when the Avenger leader blindly follows orders. "Keep yer example to yerself, nothing's gonna stop me from looking out fer my family."

Peter looked nervous, he could feel some tension in the air. "Come on, how about a compromise, maybe Logan and an Avenger can question her. Logan being there would make her feel secure and we can still get the answers we need. Sound good?"

Logan seemed unsure, he didn't fully trust this plan. Sensing his uncertainty, Fluttershy approached her husband and place her hoof on his back. "I'm not too happy about this either, but I think we should take Peter's advice. We'll both be there for Lightning Dust if she needs us, that sound good?"

Logan couldn't say 'no' to Fluttershy, especially seeing that she had a determined look in her eyes. "Alright, we'll go with Parker's plan."

"Sweet, compromise!" Peter shouted, causing an awkward silence afterwards.

"Put a lid on it," Logan said, causing a sheepish smile from Peter.

"Alright that's settled," Stark said. "So we have our plans right? We're gonna keep a lookout for Discord, Peter's gonna have a conversation with Chun Li," Stark focused his attention to Peter briefly. "Let me know if I can be of assistance, I have a certain way with ladies after all." Peter rolled his eyes in annoyance as Stark continued. "And one of our guys will speak with Lightning Dust...in fact maybe it should be you Steve."

"Excuse me?" Logan said.

"Hey he did seem to be in favor of the idea, so why not?" Stark said.

"I'm fine with that," Cap said. "Also try to get in contact with Doctor Strange, maybe he can help locate the source of this, if someone's making portals then we need him to be on alert."

"I'll get to that," Stark said, then turned to Spitfire. "Let the rest of The Wonderbolts know that we're gonna be searching around, I'll contact The Avengers."

"Sure thing Stark," Spitfire said and turned to Rainbow Dash and Johnny. "Alright Crash, Matchstick, you're both up."

Johnny looked surprised, confused and somewhat annoyed for moment, "Did you just call me 'Matchstick'?"

"Yeah, I heard your friend Ben call you that, so I figured I'd use that, sounds like a fun name to use," Spitfire said.

Johnny looked at Rainbow Dash a moment in disbelief, then turned back to Spitfire. "You know Rainbow Dash and I have names right?"

"Yes, and now you both have nicknames, now let's get moving," Spitfire said and flew out of the castle.

Johnny groaned in annoyance. "Nicknames? They sound like insults coming from her."

"Let's just do our best to earn her respect and she'll drop them eventually," Rainbow Dash said.

Johnny looked flabbergasted. "Earn her respect!? Dashie you've saved Equestria many times from terrible dangers, I'm one of the greatest Superheroes from Marvel, what has she done honestly!?"

"Well she is Captain of The Wonderbolts, so she's obviously done some impressive things," Rainbow Dash said.

"She beat me in a race once," Peter said.

"Dude I could beat you in a race, that's not that impressive," Johnny said.

Peter glared half eyed at him, "When have you ever beaten me?"

Johnny shrugged, "Lost count."

Peter looked confused. "I didn't ask how many times, I asked when-"

"Anyway Dashie, let's go see what our 'Great Captain' wants us to do," Johnny said and flew off with Rainbow Dash.

"Way to avoid the question...Matchstick," Peter said, watching the two fly off.

Twilight spoke next, "Will that be all Princess Celestia?"

"Yes, that is all," Celestia said.

"Alright," Cap said, then turned to Logan. "Then I guess now's a good time for us to go speak with your friend."

"Fine, but remember it's both of us talking," Logan said. "And don't intimiate her too much."

"I'm just gonna ask a few questions, that's all," Cap said.

Fluttershy approached Cap with a stern glare, "Make sure it stays that way, if you upset her, then you'll be dealing with me!"

Cap seemed surprised by that remark, Fluttershy is usually much quieter and respectful, at least from what he's seen from her. He would figure that being married to Wolverine might somewhat affect her personality.

"Yes, noted on that," Cap said, still a little surprised.

Fluttershy turned away and walked toward Logan, "Let's get home then."

Logan nodded and followed Fluttershy home. The others also started going home, with Rarity looking somewhat annoyed. "I knew I should have brought a chair, my hooves are really starting to ache."

"I did suggest you stay home, you're still a couple months away from our child being born," Bobby said.

"Princess Celestia wanted to see all of us, I wasn't gonna be the only one who didn't come," Rarity said.

"I think she would have been fine considering you're very pregnant," Bobby said. "You can barely walk two feet without feeling tired lately."

Rarity glared at Bobby for that remark, "I'm not that pregnant that I can't walk, I can get around just fine! Look at Fluttershy, she's pregnant and she came!"

"She's not as pregnant as you are, her belly's much smaller," Bobby said.

"So now I'm fat!?" Rarity angrily shouted.

"Not what I said!" Bobby said defensively.

As the two continued to bicker, Peter approached Celestia, Cap and Stark. "Anything else we should be concerned about?"

"Not at the moment, we'll let you know soon enough if anything else comes up," Cap said.

Peter nodded, "Sounds good, anyway I'm gonna try to contact Chun Li, also Cap, remember to take it easy on Lightning Dust, she's a little more insecure than she likes to let on."

"Everything will be fine," Cap said.

"Also Laura's close with Lightning Dust, so be careful around her as well," Peter said.

"Ooh, forgot about Laura," Stark said, then turned to Cap. "Good luck there Steve."

Cap rolled his eyes in annoyance, "It'll be fine." Cap then turned to Peter. "Better hurry and contact Chun Li so we can get this sorted out."

As Peter left with Twilight, Cap focused his attention on Stark and Celestia, "Do you two really suspect Lightning Dust of anything?"

"I'd like to think not, this is just to be certain, that's all," Celestia said.

"Though she and that Vega guy were pretty close, she might want revenge for what Peter did to him," Stark said. "Anyway I gotta contact the rest of The Avengers, oh and Stephen as well. You two figure the rest out."

Stark made his way out the room, leaving Celestia alone with Cap. During this Celestia turned her attention to Cap. "I'm not being overly cautious am I?"

"No, not yet at least," Cap said. "I'm not exactly thrilled about having to speak to Lightning Dust on this matter, but it was a good point. We just need to be sure of her loyalties."

"Right, just taking precautions," Celestia said, letting out a sigh. "I feel like I get too protective of Equestria."

"Nothing wrong with caring about your world, just try not to get too carried away, otherwise it won't progress," Cap said. "Eventually you're gonna have to tell others about those schools you had shut down, same with addressing what happened with The Sirens."

"I'll get to that when the time comes, for now it's best that you get to Lightning Dust and have this straightened out," Celestia suggested.

"Right, hopefully we'll just have been concerned over nothing," Cap said. "Anyway Celestia, don't over worry yourself, and come to me if you feel you have any doubts, I'll be more than happy to help you with them."

"Always reliable Steve, I thank you for that," Celestia said.

"It's no trouble," Cap assured. "None at all."

While Peter and Twilight went to contact Chun Li, and also with Johnny and Rainbow Dash having gone with Spitfire to get the Wonderbolts, the rest of the group decided to make their way back to Ponyville. Logan looked to be a little grumpy about Cap's suggestion, but the more he thought about it, he knew Cap wasn't one to just accuse others, and that Cap would be fair when dealing with Lightning Dust.

"Funny," Bobby started saying. "We came here to have a newer life and now our old life is starting to come after us."

"Can't be helped," Remy said. "Some of our enemies know about Equestria, and now that it's easier to access, things are gonna get more complicated for us."

"At least The Avengers are quickly on it," Applejack said. "Besides it's not like Equestria's never seen villains of it's own, if anything we're kinda worried about what could happen to you here."

"Speaking of which, can someone elaborate more on that Discord guy you mentioned?" Remy asked. "I heard about him quite a few times, he sounds tough."

"Peter mentioned he's like that Loki fella y'all deal with, he's a Chaos Spirit," Applejack said.

"I don't think there's many others though," Pinkie said. "King Sombra's been beaten for good and Nightmare Moon probably won't come back either."

"Nightmare Moon, that spirit in Luna's body?" Bobby said. "She does have control over it right?"

"So long as she feels loved by her friends," Applejack said. "Which ah think we've done a dang good job doing."

"What about Queen Chrysalis?" Rarity asked. "You don't think she has anything to do with this either do you?"

"That don't sound like something she'd do," Applejack said. "Though ah know Peter said she's gonna try to invade again in a few months, so we all gotta prepare for that."

As Fluttershy listened to the conversation, she still noticed that Logan seemed very grumpy. "Logan, are you still upset about what Celestia wanted the Captain to do?" Fluttershy asked.

"Maybe I'm just protective of those I consider family. I know Celestia means well and that Steve is just following orders and keeping this world safe, but I'm worried Lightning Dust will take this the wrong way," Logan said.

"We'll be right there for her, I'll even be in the room while it happens, I'm sure Laura will be as well," Fluttershy said.

"I feel like Laura will be pretty pissed about this," Logan said. "She's the most protective of Lightning Dust."

"What's there relationship like anyway? They're really close!" Bobby shouted.

"Too close!" Deadpool added.

Fluttershy glared at the two, "Would you like me to ask Laura? I'm sure she'd love to answer the two of you personally."

Logan nearly shuddered at how cold her voice sounded, in a way he finds that very attractive. He loves her normally gentle nature but when she gets sassy, it's just really adorable to hear.

Bobby and Deadpool didn't seem to enjoy it much, they just chose to ignore her out of some slight fear of what she could do, especially with her pregnancy hormones.

"Let's just get home, I got a headache from all this," Remy said.

"Better get used to those headaches then, might have a lot coming your way," Bobby said.

Remy glumly nodded as the group continued to make their way home.


Meanwhile Peter had gotten in contact with Chun Li, the young warrior meeting with him and Twilight in the portal room.

"So you have enemies from your world attacking?" Chun Li asked.

"Yeah, I'm getting worried," Peter said. "Equestria's in danger because of our problems, but we're also worried about any potential danger that could come from your world too."

"Plus any danger from our world that can also affect yours," Twilight said.

"Point is, do you have good protection over the portals?" Peter asked.

"Yeah," Chun Li reassured. "I have good allies such as Guile, Cammy and Carlos watching over the portals. Rock's also been keeping an eye our for things."

"That's good, but still, are there enemies in your world we should worry about?" Twilight asked.

"What about Wesker and his allies, they were taken in by you, what's happened since then?" Peter asked.

The look in Chun Li's eyes seemed to worry Peter, already knowing what she was gonna say. "We had them...then they somehow escaped."

"What!?" Twilight shouted. "How!?"

"We're not sure, seems like he had another ally none of us knew about," Chun Li said.

Twilight groaned, "Didn't Chris Redfield go on about how you can handle your own villains? Some good that did! If he only knew at the time then maybe-"

"Easy Twilight," Peter said, trying to calm his wife. "Remember Chun Li's the one who at least tried to work with us. Sometimes things happen, sure happened a lot back in my world. We even talked about it happening with Doctor Doom."

"It's alright Peter, regardless of what Chris said, it was mainly my duty to capture them since I was leader of the operation," Chun Li said. She then bowed in respect to Twilight, "I apologize for this, I was careless and now we run the risk of your world being attacked again." She then looked Twilight in the eyes, "But I promise you that I won't let anypony in this world get hurt, not one. If that happens then I'll personally accept the consequences."

"Whoa there Chun Li," Peter said. "Don't be too hard on yourself. You still helped us stop Wesker before he could do any more damage."

Chun Li looked sadly aside, "Thanks for that Peter, but I do have to accept responsibility as leader. I'm sure you and Twilight understand that burden, being leaders yourselves."

"I'm no leader, Twilight's the Princess here," Peter said.

"You're a Prince too Peter," Twilight reminded. "Don't you remember?"

Peter chuckled nervously, "Oh right, I keep forgetting I'm a Prince as well, maybe because I don't have wings." Peter had a realization. "Wait why don't I have wings if I'm a Prince!?"

"Being royalty doesn't automatically mean you're an alicorn, otherwise my brother would be one since he's Prince of The Crystal Empire," Twilight said. "You have to do an amazing feat to become an Alicorn."

"Doesn't saving the multiverse count?" Chun Li asked. "He did defeat Green Goblin after all."

"Actually Twilight's the one who did the final blow, I just helped," Peter said. "Thinking about it, she also did the final blow to Wesker as well, I haven't really done anything like that."

"Still, I think you've done more than enough to earn an Alicorn status," Chun Li said, then shrugged it off. "But since I don't fully understand the customs of this world then I guess what I feel doesn't really matter. Point is that I will make sure this world is safe from Wesker."

Twilight nodded her head, "I'll trust you on that, you are very reliable, I'll give you that. But if you can answer another question, is there anypo-er I mean anyone from your world that might give us trouble?"

Chun Li held back a snicker at Twilight's near slip, but did her best to remain professional. "There are a few other strong villains in our world, some I'm sure even Wesker wouldn't have wanted to work with...it honestly surprises me that he was willing to work with Vergil, or that Vergil went along with it." She rubbed her chin a bit, "There is the organization known as S.I.N. that could cause trouble, it's a place that Street Fighters like myself are more familiar with. There's also Doctor Wily, he's Rock's enemy. Speaking of Rock, his fellow fighter robot, Mega Man X has an enemy named Sigma, a powerful robot that wants to take over with his robot army."

"Basically your own Ultron," Peter said. "Sure hope those two don't become friends anytime soon."

"Ultron? I feel like I've heard that name," Chun Li said.

"Well anyway it sounds like you have your hands full with tough villains of your own, if you ever need assistance don't hesitate to ask us," Peter said.

"That's sweet of you, but it might hurt our pride if you did. Remember our worlds are rivals, if the Marvel Superheroes did defeat our world's villains in our place, it'd leave us Capcom Fighters feeling useless," Chun Li said.

Twilight shook her head, "I'll never understand your rivalry, why not just be friends? And does it really matter how your world stays safe?"

"It's in our nature to be competitive, and Marvel is our best competition," Chun Li said. "Silly, I know, but it's the way we all are. Just as this world runs on friendship, and Peter's world runs on justice, our world runs on competition."

"I'll be honest, I do like that about all of you," Peter said. "Far as I'm concerned, you're all cool...when you're not being stuck up jerks. Not you Chun Li, mostly Chris and Dante. Ryu seems to have relaxed a bit though."

"Ryu's grown fascinated with this world, he's considered coming here for training, or at least to explore it. He is a wanderer after all," Chun Li said.

"He's more than welcome to, as long as he doesn't randomly pick fights," Twilight said. "I mean I know he promised me a while back that he wouldn't but I would like to make absolutely sure he remembers."

"Ryu's not like that, at least not usually," Chun Li said. "Also you mentioned Doom earlier, I hadn't realized he escaped after Ryu, Chris and Dante defeated him, from the way they made it sound, I didn't think he was even still alive."

"I don't know the details, it's something that Cap mentioned," Peter shyly rubbed his head. "Guess both our worlds screwed up on that, I'm worried they'll try again now."

"We'll be better prepared if they try," Chun Li said. "Anyway is there anything else you need to know?"

"Probably a few things, think we can talk a bit? We wanna be prepared for anything," Peter said.

"Whatever's happening could also potentially affect your world too after all," Twilight said.

Chun Li nodded, "Right, good point. Let's go through the portal, we can let some more of my teammates know as well."

The two enterted the portal, ready to speak more within the Capcom world.


Later in Ponyville, Cap had arrived at Logan's house, already speaking with Lightning Dust. Logan, as promised, was in the room along with Fluttershy and Laura, the latter looking very distrustful of Cap.

"I'm just gonna ask a few questions, answer them as honestly as you can," Cap said.

"Alight, what do you need to know?" Lightning asked.

"It's about when you were in Wesker's group, do you know what his exact plans were at the time?" Cap asked.

"Huh?" Lightning said. "His plans? Wait why are you now asking me about something from like two years ago?" Lightning glared suspiciously at Cap, "This is about the last two villain attacks right? You don't think I had anything to do with that do you?"

Cap hesitated a moment before answering, "No, nothing to prove that at least. We just want to be sure about everything so we can figure everything out. So please answer my question, did you know his exact plans?"

"Well like I told Twilight after the fight at The Crystal Empire, Wesker just wanted to figure out a way to defeat Peter, that he was planning an invasion of Ponyville, which obviously already happened and he was defeated," Lightning said.

"Did he mention any other back up plan? Did he have any other allies?" Cap asked.

"Just that Doctor Doom guy, that's all I know. Honestly he didn't really tell me a whole lot, he just gave me orders and I followed them," Lightning said. "If he had any other plans then I wouldn't know since me, Vega and Shocker went back to The Crystal Empire shortly after we escaped that battle in Canterlot."

"Where did Wesker go?" Cap asked.

Lightning seemed confused, "Wait a minute, shouldn't you know this stuff? You were with us too at the time, remember?"

"Huh? What are you talking about?" Cap asked.

Logan's eyes widened in realization of what Lightning Dust said, "The mind control."

Lightning nodded, "Yeah, exactly. Cap you were working with us during that time, I remember that Tron Bonne chick brining you into Equestria with the rest of The Avengers. So you should know about his plans too."

"Yeah Steve," Logan said. "Don't you know anything?"

"I barely remember being with Wesker, if I did then I wouldn't be asking Lightning Dust. Unlike me, she wasn't mind controlled," Cap said.

"Huh? Shouldn't you remember something?" Lightning asked, then turned towards her best friend. "Laura, do you remember anything from when Wesker had you under control?"

"Not much really, only some parts, like the fight at The Crystal Empire," Laura said.

"Steve, didn't you break free of your mind control? Surely it meant you had some control," Logan said.

"I don't remember much, at least I don't remember if Wesker said anything around me," Cap said. "Chances are he wouldn't risk that anyway, especially if the mind control failed or if we happened to be faking."

"Look, Wesker barely told me anything, and like I said, I went back to The Crystal Empire sometime after the fight with Canterlot," Lightning said. "Honestly I'd rather forget that fight, Peter was really angry and very scary looking...I remember hearing your Iron friend say something like not liking that Banner guy when he's angry, but Peter's way worse in my opinion. He makes that monster form of Banner look like a chump, especially considering he knocked him out in one punch," Lightning looked at Cap, some fear still lingering in her eyes. "Do you remember that Cap? How scary Peter looked?"

Cap had some memory of how intense Peter was when fighting. "A little, that battle is a vague memory but I do remember some things."

"Anyway, I don't remember much," Lightning tapped her chin a bit. "Though I also remember telling Twilight that Peter had some enemies that wanted revenge on him, they were in some dark secret place guarded by a Cerebus."

"Cerebus?" Cap asked. "Wait...I think I've heard Celestia mention that once."

"Appearently Peter has enemies there, so maybe they had something to do with all this?" Lightning suggested.

"Do you know who they are or what they looked like?" Cap asked.

"No, I just remember some electric looking guy and a scaly green guy that Shocker knew. There were some mares there, weird looking manes, something about them being sirens, not sure what those are, Celestia might know so you can ask her," Lightning said.

Cap's eyes widened a moment, though he didn't elaborate on his surprise. Crossing his forelegs he decided to continue, "I'll keep that in mind. So that's all you know?"

"Yeah, that's all," Lightning said. "Just so you know, I had absolutely nothing to do with any of those villains attacking. That life is behind me, I'm not gonna throw away all that my new family has given me."

"I should hope not, but I'll leave you to your business. I thank you for your cooperation," Cap said, then turned to Logan. "Not so bad was it?"

"Yeah whatever, you done?" Logan asked.

Cap leaned in to whisper, "Did you happen to catch what she said? About the electric guy and scaly green guy?"

"Yeah, what about it?" Logan asked.

"Sounds like something Peter would be familiar with, I would prefer if he didn't find out about any of this yet," Cap said.

"Huh? Why not?" Logan asked.

"If he found out, it would likely worry him to no end, once I speak with Celestia I will let you know the proper course of action," Cap said.

"You're acting all secret like Rogers, that's very unlike you," Logan said.

"Just trust me on this," Cap said, then turned to the others. "I bid you all farewell."

Logan snarled a bit as he glared at Cap, "Don't make me regret trusting you, yer shield ain't gonna protect you from the fury I'll unleash."

Cap made his way outside, thinking over everything Lightning Dust said, especially some bits of information. "Celestia, you're going to have to answer some questions for me now."

Inside the cottage, Lightning Dust looked a little concerned, hoping that everything would be alright with her. Fluttershy patted the worried Pegasus on her back. "Don't worry about this too much Lightning, Cap and Celestia are just a little concerned about things."

"Yeah," Laura said. "We know you're not gonna betray us or anything, we would have known by now, because we know you."
"Thanks, it's nothing, I'm sure everything will get cleared up," Lightning said.
"I'm sure Peter and Twilight will figure out what's happening, I do feel bad for them since this is likely weighing on them a lot," Fluttershy said.

Logan furrowed his brow as he looked out the window, "I am curious as to what this is suppose to acomplish. I mean sending in an old enemy of Stark's kinda makes sense, but sending in a bunch of low level guys just seems weird, I mean it doesn't really make any sense."

"Maybe it's not suppose to," Fluttershy said, getting Logan's attention. "Remember what was said at the castle, how Discord could be the reason this is happening."

"Discord?" Lightning asked. "I actually saw him a few years ago when I was with Wesker. He might be up to something, what I'm not sure since I did my best to stay away from some of those guys."

"Just answer me this, that electric guy and scaly guy, did you happen to catch their names?" Logan asked.

"Like I said, I barely paid attention since I was kinda freaked out, though I think Shocker referred to one of them as Electro, I'm also certain I heard the term 'Goblin' used, might be the same Green Goblin guy that Peter and Twilight defeated years ago" Lightning said.

Logan looked surprised, he hadn't seen Electro since Luna sent him to the moon several years back. As for Goblin, yeah he shouldn't be around but he also knows that Goblin is also the type to keep coming back no matter what's happened to him. "I was worried about this."

"About what?" Fluttershy asked. "Logan what's going on? You don't think The Green Goblin's coming back do you?"

"Not sure, Cap said to wait for him before acting on any suspicions," Logan said.

Lightning turned to Laura, "What's going on? Is this bigger than we thought?"

"It's possible," Laura said, then turned to her best friend. "Don't worry though, we'll take care of this. I won't let anything happen to you."

Lightning nodded, "Same, I'll watch out for you as well."

"We'll cover each other then," Laura said, placing a foreleg around Lightning. "Always."

"Yeah, always," Lightning said, placing her foreleg over Laura.


Within the hour, Cap was back in Canterlot Castle, explaining everything he heard to Princess Celestia.

"So...Logan likely knows about The Green Goblin being here," Celestia said.

"Is there a reason he is?" Cap asked. "Why would you have such a dangerous villain in this world?"

"It was to keep him from doing any more harm, same with his electric friend," Celestia said.

"I take it Peter doesn't know," Cap said.

"Not yet, I'd rather he doesn't right now since it could start to worry him. I won't let anything happen to him so don't worry," Celestia said.

“Just as I thought,” Cap muttered, then spoke up. "But if he's behind this, or any of those other villains-"

"The Cerebus is more than capable of keeping Goblin imprisoned with every other villain there," Celestia reassured. "It has kept the most dangerous creatures under control for thousands of years."

"But what about Wesker?" Cap asked. "He got in and out. I'm just surprised the other villains didn't escape...unless we don't-"

"They're all still there, I check there frequently, such as when I placed the one known as Vega there with his ally Shocker," Celestia said.

"Wait, they're alive?" Cap asked.

"Yes, but they're trapped," Celestia said. "I have increased security, nopony else is getting in or out," Celestia said.

Cap sighed, "I hope not, Goblin is dangerous, and then you have those Sirens who probably want revenge as well, especially since you banished most of them away."

"It was to protect Equestria, I do what I must to keep my subjects safe, even if I have to resort to extreme measures," Celestia said.

Cap shook his head, "Celestia...I can't agree with that. You can't do such things and keep them as secrets, if they get out then you're gonna cause even more ponies to lose faith in you. I heard about how many ponies initially started to lose that faith when they learned that you know of Peter being human before it was revealed to all of Equestria."

Celestia sighed, "Steve, we've been over this. I don't like keeping secrets, I only do it to give ponies a sense of safety. If they're discovered then I'll accept what happens. I just want to keep the ponies happy no matter the cost."

"Celestia, I know you care, but sometimes you need to be honest with those you care about," Cap said, then took her hoof in his. "I think you're an amazing pony, and a caring Princess. It's an honor to serve under you and I do what I can to show you my loyalty, which is why I don't want you to do anything that can endanger your position. I do my best to keep your secrets because I respect you, but this isn't something I feel right doing, and I don't think you should be that type of Princess, I know you can be better than that!"

Celestia did her best to control her emotions. Truthfully she was extremely flustered by Cap, the way he held her hoof and the genuine loyalty he presented to her. She always found him extremely handsome and the main reason she still agrees to keep the portals opened, if only to keep seeing him.

"I'll do what I can Steve, please just bear with me a little bit longer," Celestia said. Cap reluctantly nodded out of respect, then felt himself pulled in for a hug. "Thank you though, your words mean a lot to me, my Captain."

Steve started to feel flustered himself, though also a little awkward. Celestia is an affectionate pony, so it shouldn't surprise him that she would go for a hug. He didn't mind the hug, though he did question if it was professional. He already felt that holding her hoof was pushing it enough, now she wanted more contact. Not to mention the fact that she's taller than him, like a mare compared to a colt. He eventually decided to return her hug, figuring he's already in the embrace, might as well just accept her affection.

Besides, a hug from a beautiful mare is a very welcome thing for him.

Author's Note:

Long chapter, hope it was worth a long wait. My plan was to take a break and do more weekly chapter releases, but unfortunately I won't be able to properly do that. I’m still writing future chapters and I’m double checking them to make sure the story makes sense. To ensure a properly told story, I won’t be doing frequent postings, unless I gain a better idea of how I want this story to be told. There’s still much more to be added and still building to something bigger, it’s just gonna take a while with a lot of careful planning. Hope you’re all still enjoying.