• Published 3rd Jun 2018
  • 1,321 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.

  • ...
15
 83
 1,321

Lessons Begin Part I

The following day was teaching time, The Brotherhood had been sent to locations across Ponyville to commence their Friendship lessons. Each Element knew this most likely wouldn't be easy, especially the ones married to a member of The X-Men.

Wanda was making her way Twilight's home, having been escorted by Sunset Shimmer.

"Are you gonna be babysitting me this whole time?" Sunset asked.

"I'm just making sure you get to Twilight's house with no trouble," Sunset said.

"Worried I might start destroying this town or something?" Wanda asked.

"I'm just doing what Princess Celestia asked, I don't need an attitude from you," Sunset said.

Wanda groaned, "I still fail to see what my father hopes to accomplish by sending me here."

"A better life for you perhaps?" Sunset said. "Look I'm sure it won't be easy to get adjusted to things, I've been there myself, but you should give it a chance."

"Yeah, yeah, I heard all this already yesterday, all this talk about second chances and stuff. Getting really old honestly," Wanda said.

"Nothing wrong with an opportunity for a second chance," Sunset said. "Without my second chance, who knows what would have happened."

"How did you end up working with The Green Goblin?" Wanda asked. "How did he even find this world?"

"It was mostly Discord's magic that gave us both the opportunity," Sunset explained. "I'm not sure if you know who Discord is though."

"I know, I've heard of him," Wanda said. "From what I've heard he's pretty much like Thor's brother Loki."

"Right, I've never met Loki but it sounds similar enough," Sunset said. "Have you ever met Loki?"

"I've seen him from time to time, he's more annoying than evil in my opinion," Wanda said, then stopped to gaze. "Is that the place? The one shaped like a tree?"

"Yes, that's it," Sunset said, nodding to reaffirm. "Let's get you inside."

Sunset knocked on the door, which was answered by Trixie. "Good morning Sunset Shimmer." Trixie noticed Wanda next to her. "Is that the one Twilight is giving Friendship Lessons to?"

"Yes, this is Wanda Maximoff, The Scarlet Witch," Sunset said.

Trixie took a moment to notice what Wanda was wearing, "Looks almost similar to what Twilight wears as The Amethyst Witch."

"Let it be known that it was my name and clothes that came first," Wanda said.

"Yes, I'm sure, but to be fair, Twilight has never heard of you when she got her clothes. To my knowledge it was Peter and Doctor Strange that gave her the clothes she uses," Trixie explained.

"Let's not get back into this, it's not like Wanda's the only one. Peter mentioned there was a Spider-Woman once, and she's not really affiliated with him," Sunset said.

"Anyway Twilight is waiting inside, she's been really excited about this," Trixie said.

"I'm sure she would be, she does enjoy teaching after all," Sunset said.

"Ugh, is she one of those over eager types?" Wanda asked.

"You'll benefit, believe me on that," Sunset said.

"Somehow I doubt it," Wanda said with a roll of the eyes.

"She's pleasant," Trixie mumbled, then spoke aloud. "Right this way if you please."

The two mares followed Trixie inside with Wanda taking the time to observe the place. She noticed that there were rows and rows of books, a little off putting for the rebellious mutant.

"Is this a library or a home? There's so many books," Wanda said.

"It's both, Twilight treats this place like a library but it's also the home we live in," Trixie said.

"Are you her sister or something?" Wanda asked.

"No, but I am like an older sister to Peter and Twilight," Trixie explained.

"Right, so aside from you three, who else lives here?" Wanda asked.

"Their daughter Mayday, as well as Peter's Aunt May, Twilight's dragon friend Spike, his wife Janet and their daughter Hope," Trixie answered. "So yeah, lots of ponies, which means lots of roommates."

"I'm used to having a lot of roommates since me and my brother have lived with the rest of dad's Brotherhood," Wanda said.

"Then you'll fit right in, sorta," Trixie said.

"Good, you're here," they heard. They turned to see Twilight making her way over with Peter and Mayday right beside her.

Wanda took notice to Mayday, "Is that their daughter?"

"Yes, cute isn't she?" Sunset said.

"I'm Mayday Parker-Sparkle, nice to meet you miss," Mayday said.

Wanda just waved casually, "You too little girl."

"She's our precious little gift," Peter said, rubbing her mane as he turned to Sunset Shimmer. "Thanks for bringing her Sunset."

"No problem Peter, now is she fine here? You don't need anymore assistance?" Sunset asked.

"No, we're good, I mean you can stay if you want but we're good," Peter said.

"I'd like to stay, but I need to head back, I have more research to do," Sunset said. "Plus I need to go to the Capcom world and speak with Chun Li a bit."

"And to see Ryu maybe?" Peter said in a teasing tone.

Sunset laughed it off, "Real cute Peter, but I'm sure he'll be there."

Wanda scoffed, "Didn't know you were friends with those Street Fighters."

Sunset looked curious, "Yeah, I am. I take it you know some of them."

"Of course, I'm sure you know that this whole thing started with the rivalry between the X-Men and the Street Fighters, especially when they teamed up to stop Bison and my dad."

"Your dad worked with that Bison guy?" Sunset asked. "Didn't know that."

"Yeah, though they had every intention to betray one another," Wanda said. "Never really liked Bison's guys much though, one guy just wanted to get paid a lot of money, one kept flirting with all the girls, and one kept going on about his rivalry with Ryu and how he wanted revenge or something."

"Huh? I thought Bison only had two followers, not three," Twilight said.

"I think one of them quit the group or something, you'd have to ask Chun Li or any of the other Street Fighters," Wanda said.

"That I'll do, kinda curious myself," Sunset said. "You won't have to worry about seeing them again, Bison's been dealt with, as has his two remaining followers."

"Fine with me," Wanda said. "Anyway what will this 'Friendship Lesson' entail of?"

"I have a list," Twilight said, poofing a list into existence as it unrolled and stretched across the whole room. "I had to narrow it down a bit but I think it'll be enough."

Peter, Trixie, Sunset and Mayday already started to pity Wanda a bit, especially seeing the shocked and surprised look on her face, the poor girl barely able to utter any words. "Um...that's..."

"Now I suggest we start with the top of the list, using your magic as a means to help others," Twilight said. "Now I'm sure you're good with magic since you already possess magic as a human, but Unicorn magic might be a little more difficult to understand. Now before we do this, I need you to make a vow."

Wanda was still mesmerized by the long listed, though Twilight got her attention by waving in front of her face, "Huh? What?"

"Wanda, please focus," Twilight said very sternly. "Now listen, before I teach you anything, especially when it comes to your unicorn magic, I need you to make a promise to me."

Wanda could tell Twilight was very serious about this, considering she went from being so excited and upbeat to stern and serious. She decided to humor the mare, if to get this over with. "Alright, what is it?"

"Peter has a saying, 'With Great Power comes Great Responsibility', so before I teach you what I know, I want you to promise you will take that saying to heart," Twilight said.

Wanda looked confused, "Huh?"

"Promise me that you will use what have to teach you responsibly, that you won't misuse it," Twilight said, getting in closer. "Do you promise me Wanda?"

Wanda looked away a moment, really not caring for this. Though as she looked back to Twilight, she could tell the mare was very serious and not messing around at all. While she didn't really worry what Twilight could do, she figured she would just answer the question. It's not like she had to mean what she said, if she got strong enough, who could tell her what to do?

"Alright Twilight, I promise to use my Great Power responsibly," Wanda said very dully.

Twilight didn't look too convinced, "Wanda, I'm being very serious here, if I can't trust you then I won't teach you. I will have Celestia send you back to your world and the deal your father wanted to make will be off."

Wanda looked very irritated, she didn't want to deal with this already, but she knew if she didn't go along with this, her father would make this even more difficult than it needs to me.

"Twilight, I promise, I'm not gonna do anything that's gonna irritate my father, alright?" Wanda said.

"Make her Pinkie Promise," Mayday said.

"Excuse me!?" Wanda asked.

Twilight chuckled softly, "I'm sure Pinkie's already making one of Wanda's friends do that. But if it comes to it, we'll go with your idea."

"What's a Pinkie Promise?" Wanda asked.

"Don't worry about it, just make sure you absolutely promise to go by Peter's motto," Twilight said.

Wanda groaned loudly, "I promise alright? If I break that promise then I'll leave this world forever, alright?"

Twilight took a moment before nodding, offering a friendly smile. "I don't want it to come to that, so I hope you keep that promise. I really want you to learn Friendship Wanda, it'll be so great for you."

"Why do you care so much anyway?" Wanda asked.

"I just do, it's in my nature," Twilight said.

"She's very stubborn about it," Peter said. "But it's why I fell in love with her, because her kind nature helped me through some tough times."

"You had tough times Spider-Man?" Wanda asked.

"It's not easy being a Superhero," Peter said. "Twilight really helped me out, I'm forever grateful for that."

Wanda looked to Trixie, "Are they a lovey-dovey type couple?"

"Very much so, you get used to it," Trixie said.

"I'm quite affectionate with my wife," Peter said, kissing Twilight on the cheek. "So yeah, there's your little warning."

Wanda looked a little weirded out, "Ok...try not to do that too much around me."

"Why does everyone keep telling us that?" Peter asked.

"Because it can get annoying," Trixie said. "Don't get me wrong, it's great that you love your wife but it can get awkward when you two act all lovey-dovey."

"Well maybe if you found somepony you'd understand my emotions," Peter said.

"Alright, I'll find somepony if you teach Mayday to be more social with others," Trixie said.

Peter glanced to his daughter, then back to Trixie with a bemused glare, "Why do you keep saying that? In fact why does everyone say that?"

Twilight shook her head in annoyance, "This topic is already getting old, please come with me Wanda, I have some books for you to look at."

Twilight walked off as Wanda followed, the two going into Twilight's room, which Wanda took a look around.

"You even have bookshelves here, you must like to read," Wanda said.

"It's my favorite hobby," Twilight said, using her magic to grab a book. "Anyway let's get you started, before we go through the list I'd like for you to read and study this spell book."

"Is this gonna be like school or something?" Wanda asked.

"Almost, to be honest I would love to be a teacher, I have such a great time homeschooling my daughter," Twilight said.

"If you homeschool your daughter, is that gonna make me her classmate or something?" Wanda asked.

"Not exactly," Twilight said. "You two will be learning different things, besides I imagine you already had schooling."

"Not a good memory, but yeah I have," Wanda said.

Twilight looked sympathetically towards Wanda, "I'm sorry to hear that, but I promise to make it a great experience for you Wanda." Twilight reassured.

"I hope it is," Wanda said, somewhat pessimistic as she grabbed the book.

"Just let me know if you need help with anything," Twilight said.

"Sure thing teacher," Wanda said.

"Just 'Twilight' is fine, remember I want us to become friends," Twilight said.

"I'm not a good friend to have, just a little warning," Wanda said as she read the book.

Twilight looked sad for this girl, she could already tell that life hasn't been easy for her, which is likely the reason for her prior villainy. Now she had to wonder how the other Brotherhood mutants were doing with their friendship lessons.


Above Ponyville, Rainbow Dash and Johnny had escorted Pietro into their home, where Scootaloo came to greet them.

"Dash, Johnny, you're back!" Scootaloo said, then noticed a third pony. "Who's that?"

"Scootaloo, meet Pietro Maximoff," Rainbow Dash said. "Or Quicksilver as he's also known as."

"Is that your little sister?" Pietro asked.

"No, but she's like a little sister," Rainbow Dash said. "She just comes take care of our daughter while me and Johnny are out."

"How is Firefly doing kiddo?" Johnny asked.

"I just fed her, though she made a big mess so I'll need to give her a bath," Scootaloo said.

"We can handle that part, or rather Johnny can handle it while I help Pietro get started on his Friendship Lessons," Rainbow Dash said.

"Friendship Lessons?" Scootaloo asked. "Wait, just who is this guy anyway? Which world is he from?"

"He's from my world," Johnny said. "And before you ask, he's not a hero, he's actually a villain."

"What!?" Scootaloo shouted, glaring at Pietro. "You're a villain!?"

"Yeah, to make matters worse, he was actually aligned with Dr. Doom and the Capcom villains, he and his sister fought against Peter and Twilight on our Earth."

"So why is he here?" Scootaloo asked.

"I told you, a Friendship Lesson," Rainbow Dash said. "I'm going to help Pietro here become a good pony."

"Yeah, she's gonna teach me about...Friendship," Pietro said. "I mean I kinda do know about it already, I'm friends with the other Brotherhood mutants."

"Yes, but you're also not a very nice guy, but the way I see it, if Sunset Shimmer and Lightning Dust can be our friends despite joining up with villains, then I guess you can as well," Rainbow Dash said.

"I know Sunset Shimmer, but who's Lightning Dust?" Pietro asked.

"She's an old rival of mine, she worked directly with Wesker and his allies at one point before making friends with Logan's daughter," Rainbow Dash said.

"Logan's daughter? You mean that clone of his?" Pietro asked. "Didn't realize she could even make a friend."

"Anypony can make a friend dude, you just have to try," Rainbow Dash said.

Pietro shrugged, "You're the teacher, I guess. Do I have to call you Mrs. Dash?"

"Only if you want your ass kicked," Rainbow Dash said. "If not then just 'Rainbow Dash' is fine."

Pietro looked a little surprised at her choice of words, "Ok then, anyway Rainbow Dash, what should we get started on?"

"What else? I'm gonna teach you about Loyalty, I'm sure you should have some sense of it since you're part of a team," Rainbow Dash said.

"Yeah, I know tons about it," Pietro said, telling half a truth.

"Right..." Rainbow Dash said, not fully believing him. She turned her attention to Johnny. "Go bathe Firefly, I'm going outside with Pietro."

"Want me to help?" Scootaloo asked.

"You don't need to, but I won't stop you if you really want to," Rainbow Dash said.

"I don't want to leave Johnny alone with this, I think I'll help him," Scootaloo said.

"And again, that's why you're my favorite," Johnny said.

"Favorite what?" Scootaloo asked.

"Um..." Johnny tapped his chin, thinking of a suitable answer. "Favorite Crusader."

"Works for me," Scootaloo said. "Apple Bloom and Sweetie Belle will be so jealous."

"Yeah, they will be," Johnny said with a confident grin.

The two made their way towards Firefly, leaving Rainbow Dash with Pietro.

"Who are the Crusaders?" Pietro asked.

"Scootaloo's friends, they call themselves The Cutie Mark Crusaders since they help ponies find their Cutie Marks," Rainbow Dash said.

"Cutie Mark...Cruaders?" Pietro asked. "Wait what's a Cutie Mark?"

"A Cutie Mark is the marks on our flanks," Rainbow Dash said, gesturing to hers. "It shows us what our special talents are."

Pietro glanced towards his flank, "Um, how do I get one?"

"By doing something you're talented at, don't worry if it takes a while, it took Peter 3 months to get his when he first came here," Rainbow Dash said.

"How did you get yours?" Pietro asked.

"By performing a Sonic Rainboom," Rainbow Dash explained, flashing a satisfied grin. "Very hard trick for a pony to pull off."

"Sonic Rainboom?" Pietro asked. "Is that real or are you just naming a trick after yourself?"

"It's not named after me," Rainbow Dash said. "Look don't worry about Cutie Marks for now anyway, we'll get to those later, right now I want you to focus on your lessons...once I figure out a good lesson for you to do."

Pietro rolled his eyes, though he is intrigued by what Rainbow Dash said. He's guessing she's a fast pony, and he can respect fast, he just wants to see how fast.


At Sweet Apple Acres, Applejack and Remy had just welcomed in Avalanche, the Brotherhood mutant looking a little agitated.

"Am I seriously gonna have to do farm work?" Avalanche asked.

"Yeah, it's gonna help with yer lessons," Applejack said. "Besides it ain't gonna be a lot of work anyway."

"Yeah, work simple enough that even you can do," Remy said.

"After all, nothing like a little hard work to bring out the positives in a pony," Applejack said.

"And I'm guessing it has to do with picking Apples out of trees," Avalanche said. "Because that seems to be the only thing you grow."

"Of course, we're Sweet Apple Acres, Apples is all we grow," Applejack said. "Good fer Apple Pies, Baked Apples, Caramel Apples, Apple Taters-"

"Alright, I get it! Only Apples," Avalanche said. "Makes sense considering Apple is in your name. Are all your relatives named after Apples?"

"Pretty much, we are the Apple Family," Applejack said.

Avalanche gestured to Remy, "So since he's your husband, did he change his name to sound like an Apple?"

"Real cute," Remy said. "I'm still Remy Lebbeau, or Gambit to you."

"Yer still an Apple, part of one big family," Applejack said, then turned to Avalanche. "That could be you too. Being a friend can also be like being family. Ah consider Twilight to be family, along with all mah friends and their husbands. Peter himself is an Honorary Apple among us, you can be as well."

"Who's Peter again?" Avalanche asked.

Remy and Applejack glanced at each other a moment, amazed at the genuinely of this question.

"Peter is Spider-Man," Remy said. "Pretty sure a lot of folks know that by now."

"Hey I never really cared much about Spider-Man, never liked his goody-two shoes attitude," Avalanche said.

"Get used to it mon ami, you're gonna be seeing Peter a lot," Remy said.

"Anyway first I'll introduce yah to the family, if yer gonna be coming here every day, best to get acquainted," Applejack said.

"Well one of them is coming right now," Avalanche said, pointing to a small foal.

"Mama!"

Avalanche looked surprised, "Mama?"

"That's mine and Applejack's son Oliver," Remy said.

"Oh, so you two have a kid together, that's nice," Avalanche said, barely meaning what he said.

Applejack picked up Oliver and sat down to hold him properly. "Hey little fella, did you come to greet our guest?"

Remy ruffled his mane, "You shouldn't be moving around by yourself little guy, where's your aunt and uncle?"

"Oliver!" they heard a filly voice shout. Just then Apple Bloom came into view of the couple. "Sorry sis, ah let him out of mah sight for a few seconds to grab his food."

"Sneaky little fella, just like his daddy," Remy said.

Apple Bloom noticed Avalanche standing nearby, "Um, who's that guy?"

Remy gestured to his fellow mutant, "That'd be Avalanche, an old enemy of mine."

"You know we used to be quite chummy before you joined those X-Losers," Avalanche said.

"Please, I never liked any of you, I would have sold out everyone for some cash at the time," Remy said.

Apple Bloom looked curious, "Wait, if here's an enemy, what's he doing here?"

"Your 'big sister' Twilight thought it was a good idea for Applejack and the rest of the Elements to reform one of Magneto's Brotherhood," Remy said.

"Magneto? Ah do remember hearing you and Logan mention him a couple of times," Apple Bloom said. "So he's with that Magneto fellow?"

"Yeah, but Magneto insists he's changed and Twilight wants to teach each of his followers about Friendship, so Avalanche is here to learn about Honesty, which seems like an almost impossible task," Remy said.

"Says the former thief," Avalanche said.

"Least I never tried wiping out innocents just because Magneto don't like normal humans," Remy said.

"Come on guys, this is supposed to teach about Friendship," Applejack said. "Look Remy, ah know it ain't easy, ah remember when Peter tried convincing us that Trixie was worth a chance, then later with Sunset Shimmer. Ah even felt this way when Fluttershy let Lightning Dust stay at her house, and you saw what she and those other two creeps did to Ponyville."

"Ah still have bad memories of that," Apple Bloom said. "What ah would give to kick their asses mahself, especially Vega."

"Vega? Wait isn't he one of Bison's guys?" Avalanche asked. "I haven't heard from him or any of the other Capcom villains, they alive or what?"

"Bison and Vega aren't, the others were captured and brought back to Capcom," Remy said. "Think Shocker was among the villains that also bit the dust."

"Huh, so Bison and his pretty boy ninja got taken out, along with that loser villain, not surprising to me," Avalanche said.

Remy turned back to Applejack, not forgetting what she had said a moment ago. "Don't worry, I'll try not to cause trouble, I'm going to put my full trust in you. But the moment things go wrong, I'm gonna step in and take care of that."

"Thanks, but I'm very confident that I'll pull this off, ah just need you to believe in me," Applejack said.

"Without question mon cherrie," Remy said, giving Applejack a kiss.

Avalanche gagged at this, "Man, Gambit and his pretty boy charm, wait what happened to that other girl? The one who takes your powers if she touches you."

"Rogue and I broke off a long time ago, still friends but that's all," Remy said.

"Wait, so she's single?" Avalanche asked, looking really eager.

Remy stared pitifully at the Brotherhood mutant, "You wanna try your luck with her, then by all means, go for it. Don't be surprised if she turns your ass down though."

"Hey, I got pretty boy charms too, I bet that little filly there is dying to get to know me more," Avalanche said, gesturing to Apple Bloom.

"Um, ah got a coltfriend already pal, you ain't even mah type, you got too much of an ego," Apple Bloom said.

"Pfft, what does a kid know?" Avalanche said.

"I'm sixteen years old!" Apple Bloom shouted.

"You look like your twelve," Avalanche said, annoying Apple Bloom.

"Please don't upset mah little sister," Applejack said.

"Yeah, she can be an ass-kicker when she wants to be," Remy said.

Avalanche shrugged, "I'm just being honest...wait I think I just learned about honesty, is that good enough for today?"

"Insulting mah sister don't count," Applejack said, then handed Oliver over to Apple Bloom. "Go get him fed, ah gotta help this poor boy."

"I'll help," Remy said, joining Apple Bloom. "Remember Applejack, just let me know if you need any help."

"Will do Sugar," Applejack said, then turned back to Avalanche. "Alrighty then mister, let's get to work."

Avalanche groaned a bit, this might be a long day for him.


Next, Toad had been brought to Fluttershy's cottage, the Kind mare allowing him into her home.

"Hello Toad, come on in," Fluttershy greeted.

Toad didn't really reply, he just hopped inside the home, looking around. "Small house."

"Well for a while it was just me, before I met Logan, though he originally lived with Peter and Twilight before he came to live here," Fluttershy said.

Toad looked outside, "Bunch of animals out there, are they pets?"

"In a way, I like to take care of animals, so I keep many around," Fluttershy said.

"Got a favorite?" Toad asked.

"No, I could never pick between them, it'd be like picking between children," Fluttershy said.

"Hey, I bet the boss could pick between Wanda and Pietro," Toad said.

Fluttershy looked a little displeased by that, "Well I wouldn't do something like that, and I don't think your boss should do that to his children."

"Not my place to tell him that," Toad said. "So you like to take care of animals, funny that you got stuck with me since I'm a toad."

"Well rest assured I won't treat you the same way I treat my critters, aside from the love and care you'll receive," Fluttershy reassured.

"Try not to get too mushy with me, I don't really do mushy," Toad said.

Fluttershy giggled, "Right, sorry. Anyway it's funny you mentioned my house being small, I might need to have it expanded since right now four ponies live here, and soon a fifth one will be joining us."

"A fifth?" Toad asked, then noticed Fluttershy gesture to her belly. "Oh, so you are pregnant, I thought you were just overweight."

Fluttershy furrowed her brows, "That's a little rude to say, you have to always consider somepony else's feelings, that's part of learning how to be kind."

"I'm not really good with kindness lady, never really got much of it myself, like I said, I look like a toad, most people would barely even talk to me," Toad said.

"Well I'm not like them, I don't care what you look like on the outside, I just care about what's inside. You'll receive no judgement from me or anypony in this house," Fluttershy said.

Just as she said that, she heard Laura shout. "Yo Fluttershy, we're home!" As she walked in alongside Lightning Dust, she immediately noticed Toad. "Who's this ugly little freak?"

"LAURA!" Fluttershy shouted, startling everyone, even the foal growing inside her.

"Um...wrong choice of words I'm guessing?" Laura said, chuckling nervously. Fluttershy's disapproving glare was enough to answer her question, to which she relented and faced Toad. "Sorry I called you ugly, and a freak."

"Um, no trouble I guess," Toad said, still a little surprised from how loud Fluttershy was a moment ago. She spoke so softy to him that he didn't know she had a loud and stern tone to her, but maybe he shouldn't be surprised. He knows she's married to Wolverine, so he should guess that she needed some level of assertiveness.

"Good, and to answer your question, this is Toad, I'm not sure if you know him but-" Fluttershy's explanation was cut short when Laura spoke in surprise.

"Toad? Wait you mean one of Magneto's guys?" Laura asked.

"So you do know him," Fluttershy said.

"Yeah, I know all of Magneto's goons, most of them at least," Laura said. "What's he doing here anyway?"

"I'm giving him Friendship Lessons, it was Twilight's idea," Fluttershy said.

"What is she stupid or something? Laura asked, then got another angry glare from Fluttershy. "Well I mean they are evil, so I think I have a reason to be a little cautious here."

"Magneto wants to make peace and part of that is teaching his brotherhood how to be friendly," Fluttershy explained.

"Does Logan know about this?" Laura asked.

"Yes, and before you ask, no, he's not too happy about it," Fluttershy said.

"Wouldn't blame him, but at least it's just The Brotherhood and not..." Laura was about to continue, but to Fluttershy's curiosity, she just ended the thought right there. "Well you get the idea, The Brotherhood are probably the least threatening villains to worry about."

"I resent that!" Toad said.

"Deal with it pond boy," Laura said.

Fluttershy sighed in annoyance, "Laura, be nice."

"What? It's just a nickname," Laura said. "Isn't that what friends do?"

"Make sure they're ok with the nickname, remember how upset Rainbow Dash was about the nickname the Wonderbolts gave her?" Fluttershy said.

"Even I find that terrible," Lightning Dust said.

Laura turned her attention to Lightning, "What do you even make of this Dust?"

"What do I make of it?" Lightning asked, turning her attention to Toad, then Fluttershy. "Honestly if anypony can help a pony reform, it would be Fluttershy, she helped me out big time when I was trying to redeem myself."

"What's your deal?" Toad asked.

"I worked with a guy named Albert Wesker, not sure if you've heard of him or not," Lightning said.

"I have, he's one of the strongest villains from the Capcom World, though I never really interacted with him much. Bison is another story though, you meet him as well?" Toad asked.

"Yeah, really creepy looking guy, didn't really talk with him much, I spent a lot of my time around his Shadoloo ninja Vega and another guy named Shocker," Lightning said.

"Vega and Shocker? Well I'm not surprised Vega would want to work with you since he seems to like any chance to be with a woman, but how did you end up working with Shocker?" Toad asked.

"He was just there, I don't know the full reason since I joined sometime after he arrived but for a while it was just me, Shocker and Vega...oh and Sweetie Belle too," Lightning said.

"Who's Sweetie Belle?" Toad asked.

"A filly that Vega captured to get information out of her, not that it seemed like she was captured since she was totally into Vega," Lightning said.

"What do girls even see in that guy? He's a total weirdo," Laura said.

"He's just really charming, I think he mentioned you looking like you'd be fun to have around for a night," Lightning Dust said.

Laura started to look pale, "Ew, no way I'm interested in that narcissistic jackass."

Fluttershy again sighed in annoyance, "Let's move on from this topic, those weren't pleasant memories." She focused her attention to Toad. "Anyway for your first lesson Toad, you'll be helping me care for my animals."

"I'm not really good with animals," Toad said.

"Then we'll have to teach you how, this is a good way to learn about Kindness," Fluttershy said.

"Better do as she says bub," they heard. They turned to the door leading to the animal pens to see Logan. "Yer getting a good opportunity to learn from a mare who actually gives a damn about you becoming a better pony, don't screw this up."

"Oh Logan, did you finish checking up on Eliza-beak?" Fluttershy asked.

"Yeah, she's doing great, I made sure she got fed well," Logan said.

"Um, who's Eliza-beak? And what was wrong with her?" Toad asked.

"Eliza-beak is one of my pet chickens, she wasn't feel well recently, so I've asked Logan to help make sure she gets healthy again," Fluttershy said.

"Huh, never expected to hear about Wolverine nursing an animal back to health, figured he'd just end it's misery," Toad said.

"Real funny," Logan said, then got close to Toad, staring him right in the eyes. "Just remember this bub, you do anything to upset my wife, I'll personally make sure you regret it. I'm sure you can tell she's pregnant, so don't give her a hard time about this either, last thing I want is for her to feel any unneeded stress because of someone like you." He got in closer to whisper something, "Also, you mention anything about Sabretooth around her, and you'll be missing that extra long tongue of yours, got it?"

Toad gulped and nodded, knowing better than to mess with Wolverine, especially knowing that Laura was right there, "Sure thing."

"Good," Logan took a step back and turned to Fluttershy, "Come get me if there's any trouble, and don't overburden yourself. Remember that you're carrying our foal, I don't want you working too much."

"Logan, I appreciate your concern but I'm still able to move around and do some things on my own," Fluttershy said.

"I know, yer a strong mare after all, but even a strong mare needs to know their limits. Always be ready to come to me, Laura or Lightning Dust for anything," Logan said.

"I know dear, I love your concern, but like I said, I'll be fine. I'll come to you if there's trouble," Fluttershy said, then focused her attention to Toad. "But I don't think there will be any."

Laura focused her attention to Toad as well, "She's got a lot of faith in you dude."

Toad wasn't sure what to make of that, he remained somewhat suspicious, but deep down wanted to trust Fluttershy's words.


At the Boutique, Pyro was seen staring awkwardly at a dress. "They can't really be serious about having me stay here."

"They are," he heard Bobby said. Pyro turned to see his rival standing alongside a young filly. "Rarity's doing you a big favor, so you better not make her regret this."

Pyro turned his attention to the filly beside him, "Um, who's that?"

"That's Sweetie Belle, Rarity's little sister," Bobby said.

"She has a sister? Too bad she's not older, any other relatives?" Pyro asked.

"You're not here for dating, you're here for Friendship Lessons," Bobby said.

"Why is Rarity helping this guy? I thought he was a friend of yours but it sounds like you two don't like each other that much," Sweetie Belle said.

"He's one of the X-Men's enemies, and a bit of a rival to me, you know, the whole fire and ice thing," Bobby said.

"He has fire powers?" Sweetie Belle asked. "Like Johnny?"

"Yeah, except the can't summon his own fire, he has to use fire around him," Bobby said. "Plus he can also get hurt from it, Johnny can't be hurt by fire."

"True, I can't generate my own fire," Pyro said, then gestured to his unicorn horn. "Though I imagine with this little thing, I can probably do so eventually. I'm sure there's a spell that can create fire, I just have to learn it, then I'll be the most powerful fire user, even better than The Human Torch, or whatever he calls himself nowadays."

"Wow, he's kind of arrogant isn't he?" Sweetie Belle said.

"You have no idea," Bobby said, much to Pyro's annoyance.

"Where's that wife of yours anyway? Isn't she supposed to start this Friendship Lesson thing? Whatever that it?" Pyro asked.

"She's a little held up trying to sort some business out. As you can tell this isn't just our home, it's also my wife's store where she sells clothing. It's been so successful she's opened stores in other parts of Equestria, so she needs to make sure each one has clothes for display and it can be a little time consuming for her," Bobby got close to Pyro, staring down his Brotherhood rival. "Now here's the part where I need to make damn sure you understand, my wife is a very busy mare who is Generously making time for you. Key word here bro, Generous, she's all about Generosity. She doesn't have to do this, she's not obligated to, she chose to do this, despite not only being incredibly busy, she's also pregnant, which I'm sure you've noticed. So, do NOT stress her out, if I hear that you've been wasting her time, you're gone, out of here, in an instant, that understood buddy?"

Pyro almost looked a bit bored, barely taking anything Bobby said seriously. "Yeah, sure thing mate."

"You really don't care do you?" Bobby asked.

"Now you're just being hurtful," Pyro said, somewhat sarcastically.

Sweetie Belle rolled her eyes, before glaring at Pyro, getting close as well. "I would take Bobby seriously, he's not the only one who'll be furious if you waste my older sister's time."

"Aw, aren't you cute when you're serious," Pyro said, patting Sweetie Belle's mane.

"Hey!" Sweetie Belle said, whacking his hoof away. "Do not touch me, especially not my mane, I don't want you messing it up."

"Well pardon me young lady," Pyro said with a turn of his head. "Gotta make sure that fancy hair of yours is well kept I see."

"Hey she's got the best mane among her friends," Bobby said.

"Thanks big bro," Sweetie Belle said, then focused again on Pyro. "We'll be keeping an eye on you."

Rarity eventually made herself known to the group, "I'm here!" She approached Pyro with a confident look in her eyes. "I'm ready to teach you all I know about Friendship."

"Sounds fun, I think," Pyro said.

"Oh but it will be, I'm going to teach you everything I know about Generosity," Rarity said.

"Good luck," Bobby said.

"That wasn't very friendly," Pyro pointed out.

Rarity turned to Bobby, trying to be sympathetic, "I know you two don't get along, I know he's an enemy, but he deserves a chance, please be reasonable dearie."

"Do what you need to do Rarity, I already gave him fair warning of what I'll do if he causes you any trouble," Bobby said.

"Same here," Sweetie Belle said.

"It's great that you both care, but let me handle it for now," Rarity said.

"It's all you," Bobby said. "Oh and try not to push yourself, remember you're moving for two."

"I'm well aware, now let me work my magic, Friendship Magic of course," Rarity said.

Bobby shrugged it off and trotted off with Sweetie Belle, the two giving one final glare to Pyro.


Last with Boom, she was at Sugarcube Corner with Pinkie Pie, the hyper pink pony showing her around.

"This is where we have the cakes, this is where the cupcakes are, and these are all the muffins..."

Boom just looked around almost bored as Pinkie Pie showed her around. This wasn't ideal for her but it was an order from Magneto. She only hopes he knows what he's doing.

Observing from nearby were Deadpool and the Cake Twins, the former with an unsure look and the twins with a confused look.

"So, Auntie Pinkie's trying to teach her about friendship?" Pumpkin asked.

"Yeah, it was Twilight's idea, apparently she believes there's good in them or some crap like that," Deadpool shook his head in disappointment. "When will Twilight learn that Friendship isn't always the answer, sometimes you need people to beat the snot out of, it's what makes life fun!"

"But if Auntie Pinkie makes a new friend, then that means you get a new friend too," Pound said.

"I want her to be our friend, I bet she's fun to have around," Pumpkin said

Deadpool pondered this a moment. "Since when do you actually think about things?"

"Shut up brain!" Deadpool thought and then spoke out loud. "One more friend couldn't hurt, I just wish some of my friends were here too, like Cable! He's such a good buddy to have."

"Are you ever going to invite him over?" Pound Cake asked.

"I keep trying, but he never seems to get my messages, so weird," Deadpool said. "We'll reach him one day."

"And we'll help!" Pound and Pumpkin said.

"I'm totally making the two of you my sidekicks one day," Deadpool said.

"Sidekicks!? Sounds fun!" they heard Pinkie said. They turned to see her standing beside Boom, the mutant looking bored as she blew on a piece of bubble gum.

"Done with the tour?" Deadpool asked.

"Sure am, and she's very excited to start!" Pinkie turned to Boom and hugged her hard. "We're gonna be the best of friends Boomie!"

Boom looked a little put off by the hug, slowly pushing Pinkie Pie away, "First off, no nicknames, Boom's fine enough, second, I'm just doing this because Magneto told me to, and I happen to feel like obeying him."

Pinkie took a moment to register that, then started giggling, "You remind me so much of Gilda!"

"Who?" Boom asked.

"A friend of mine, sorta, we didn't' get along at first but I think we've worked things out since then," Pinkie Pie said.

"That's nice, I guess," Boom said. "So how long have you been married to Deadpool?"

"A couple of years, very fun too!" Pinkie said.

"Yeah, we're known as the Best Couple in all of Equestria," Deadpool said.

"By who?" Pumpkin asked.

"A lot of ponies, now no more questions," Deadpool said almost hastily.

"Still, how did you end up with Deadpool?" Boom asked Pinkie. "I was under the impression that no one really liked him."

"Pfft, where'd you hear that crap?" Deadpool asked. "Everyone loves Deadpool! I'm too lovable of a mercenary!"

Boom turned to Pinkie, "Seriously, how?"

"Deadpool just...understands me better than most ponies, even my closest friends," Pinkie Pie said. "He's the only other pony, er person...whatever that truly understands my perception of life, aside from my favorite sister Maud."

"He's also a really great uncle to us!" Pound said.

"Yeah, he helps me bake cakes," Pumpkin said.

"I'm surprised he knows how to use anything aside from his guns," Boom said.

"I happen to be multi-talented," Deadpool said. "Besides I haven't done my usual business since I met Pinkie Pie."

"It's true, since being my coltfriend and eventual husband, he's been perfectly at peace," Pinkie said.

"So, you're one of the good guys? Even though you worked with The Green Goblin?" Boom asked.

"Hey he paid a crap load of money," Deadpool said. "Besides Sunset Shimmer worked with him, and everyone loves her."

Boom looked to the two kids, "So who's kids are those? I know they're not yours."

"They're the twins of this bakery's owners," Pinkie said. "Since they let me live here, I got to be their Auntie Pinkie once they were born. It was such a fun day, I even got to sing them a birthday song, before the nurse threw me out of the room...literally."

"She literally threw you?" Deadpool asked, then looked around. "Where are my guns?"

"Wade..." Pinkie lightly warned.

"Joking, just joking," Deadpool said. "Liar." "Shut up brain!"

"Anyway come on, I'll introduce you to my sister Maud!" Pinkie said.

"You have a sister?" Boom asked.

"I have three, but Maud lives closer, she lives in what we like to call, Ponyville adjacent," Pinkie said.

"What's Ponyville?" Boom asked.

Pinkie stood there a moment, a little confused by the question. "That's the name of this town. I thought Magneto told you, or even Sunset."

"Probably wasn't paying attention, this place is just so...distracting," Boom said.

Pinkie looked nervously to Deadpool, who simply shrugged. She turned back to Boom, "Well anyway, let's go explore a bit, shall we?"

"Lead the way," Boom said, almost non-caring. As she walked off, Pinkie trotted to Deadpool.

"You think I can do this right?" Pinkie asked.

Deadpool looked confused, "Pinkie, you're the last pony I expected to hear that from, if anypony can do it, it's definitely you."

"I'm just a tad bit worried, if this doesn't work out, it's more than a chance at Friendship she's losing, suppose Magneto becomes unhappy, or Celestia," Pinkie said.

"Pinkie, you got this, I got faith in you," Deadpool said. "I mean if this girl doesn't love you by the end of the day, I'll simply make it her last." Pinkie glared at Deadpool again, causing him to retract his words. "Again, kidding, come on Pinkie, you know me."

"I know you enough to know when you're joking and when you're not. Remember some jokes really aren't funny," Pinkie said. "But I know it's also your way of caring, just try to hold back a little."

Deadpool shrugged, "You know me too damn well, don't worry, I won't do anything that will upset you."

"Good, love you," Pinkie said, lifting his mask up a bit to kiss him, then trotted off with Boom.

Pumpkin looked to Deadpool, "You really think Auntie Pinkie can make friends with her?"

"Pinkie has a better chance than any of her friends in my opinion," Deadpool said. "It's hard not to like her. But I suppose we should help, I don't want her losing confidence."

"How?" Pound asked.

"You're both cute, use that to help out," Deadpool said. "I mean I could also threaten her with my guns and my swords, but Pinkie might find out, then she won't be happy, and if Pinkie's not happy, then I sure won't be."

"Weird, I don't think I've seen Auntie Pinkie Pie really get angry," Pound said.

"What about the time you spilled all the flour? She got angry then," Pumpkin said.

"Well, she didn't stay angry at least," Pound said, then looked to Deadpool. "Have you seen her angry."

"Not very often, and I'd rather keep it that way. We just need to keep an eye on Boom and be there to help Pinkie. Come with me, you two are about to become my sidekicks," Deadpool said.

Pound and Pumpkin looked to each other and had a big eager smile. "Alright!"


Back at Celestia's castle, she is sipping some tea, across a table from Magneto. Cap was standing nearby, keeping a close eye on the two.

"So, Mr. Magneto," Celestia said.

"Please dear, you may call me Eric," Magneto said.

"Alright, Eric. How long have you had your Brotherhood?" Celestia asked.

"A few years, I found some young mutants without a real home, so I took them in. I pitied the way they had been treated, no one deserved that," Magneto said.

"That also includes your two children, correct?" Celestia asked.

"Yes, Pietro and Wanda, good kids, I do regret not having been more prominent in their lives," Magneto said. "To not be of much protection to the judgement they've received from humans."

"Well, surely not all humans were harsh, were they?" Celestia asked.

"Even if they didn't express it, I could see the worry in their eyes. They know how strong my mutants can be, they'll do anything to keep them down emotionally," Magneto said. "So I started my Brotherhood, I vowed to protect them from all forms of Judgement, and to create a new world where mutants can live in peace."

"I would applaud that, Eric," Cap said. "If you didn't attempt to destroy human civilization. While I don't agree with how mutants are treated, you targeting humans is unforgivable. I've seen humans who get along greatly with mutants. Take Peter's Aunt May, she has been nothing but kind to several of the X-Men, including Wolverine."

"Perhaps," Magneto said, sipping his tea. "But what of those who don't? Especially ones with power?"

"Little by little, things change, you've seen how Spider-Man went from being disliked by many to being loved across the multiverse," Cap said. "It's wrong to treat others horribly, but it's even worse when you do things to justify their fears."

"You sound just like my dear friend, tell me, has Professor Xavier come to this world at all?" Magneto asked.

"A couple of times, and all the ponies he met treated him with the utmost respect," Cap said.

"Good, glad to know," Magneto said.

Celestia placed her tea cup down, looking straight to Magneto. "I can assure you that your Brotherhood will be given fair treatment, and that hopefully it will show you that not all non-mutants can be cruel to those with the abilities. Maybe you'll eventually give humans a second chance."

"I guess it won't matter, I don't think me or my Brotherhood will wish to return home," Magneto said.

"So long as you bring no real harm to the ponies of this world, then I have no troubles with you residing in this world," Celestia said.

"I thank you Princess," Magneto said. "And I'm sure my Brotherhood thanks you as well."

"What even gave you the idea to come here?" Cap asked.

"I've heard nothing but great things about this world, my curiosity eventually led me here," Magneto said. "Surely you understand good Captain, that I do genuinely want better for my Brotherhood, especially my children."

Cap merely stood there for a few seconds, before uttering one phrase, "Of course."

"Good, now then," Magneto said, getting a curious smile on his face. "Tell me, what forms of entertainment do you have in this world?"