• Published 3rd Jun 2018
  • 1,322 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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Negative Illusions Part II

In Equestria, Rainbow Dash had flown through the portal at great speeds, searching throughout the castle for any sign of Sunset Shimmer.

"Come on Sunset, where are you?" Rainbow Dash asked as she flew around. However she did find somepony else who could be of assistance, "Yo! Cap!"

Cap, who was overseeing the search for Mysterio, had turned to see the speedy Pegasus flying in. "Rainbow Dash? I'm glad to see you, we have trouble!"

"Yeah we do!" Rainbow Dash said, then realized his words. "Wait trouble? Did Reed already contact you about that happened in The Baxter Building?"

"Baxter Building? No, wait was Mysterio there!?" Cap asked.

"Mysterio? No I'm talking about that portal to the Negative Zone being opened," Rainbow Dash said. "Wait what about Mysterio? Wasn't he one of those Sinister Six guys?"

"The Negative Zone opened!?" Cap asked, not acknowledging Rainbow Dash's question. "How did that happen!?"

Rainbow Dash shook her head in frustration, "Ugh, looks like we both have trouble then, look just tell me your situation and I'll tell you mine, but we gotta make it fast, my daughter's life is danger."

"I'll explain quickly then," Cap said. "Mysterio escaped his cell and we've been searching all over Canterlot to find him, but we've hadn't had any luck. I just sent Hawkeye to tell Peter so hopefully we can stop him before he unleashes whatever plan he's making."

"Alright, and here's my story," Rainbow Dash said. "My daughter was messing around and opened a portal to the Negative Zone, and while fighting the monsters that escaped, my daughter snuck inside. My nephew Franklin along with Scootaloo and Pietro tried to get her but the portal was closed due to the panel getting damaged, and now they're stuck inside."

Cap rubbed his chin in thought, "So now we have two problems. Alright we'll split our resources, is there anything we can do to help?"

"I need to find Sunset Shimmer, Reed's trying to fix the portal but he's afraid it's gonna take too long," Rainbow Dash said. "So we figured she could make a portal through her magic."

"Good idea, now I take it everyone else is back in the Baxter Building?" Cap asked.

"Yeah, well Johnny went to find Doctor Strange, just to be absolutely sure we get this done," Rainbow Dash said. "What about your situation though? How are you gonna find this Mysterio dude?"

"It's gonna be tricky due to his skills in illusions, so everypony is gonna be on high alert," Cap said. "His magic may be fake but his science is definitely something to worry about."

"Well I'll try to keep a lookout if I can, but my main concern is rescuing my daughter, nephew, Scootaloo and Pietro, I don't think Magento would be too happy if his son bit the dust," Rainbow Dash said.

"Good point, last thing we want his his ire as well, alright I'll contact Sunset Shimmer and have her sent to the Baxter Building, hopefully Johnny can reach Doctor Strange and the two can combine their skills, just like before," Cap said.

"Right, and I'll let Reed and the others know about Mysterio," Rainbow Dash said. "They'll probably be more focused on The Negative Zone, but it's still a good idea to keep them up to date."

"Good point, plus if they should be able to free the others then that would allow them to take immediate action to stop Mysterio," Cap said.

"Also, does Celestia know about Mysterio escaping?" Rainbow Dash asked.

Cap looked solemn for a moment, "No, she and Luna had just went to meet with Dragon Lord Torch, both sides want to come to an official agreement about the Pony and Dragon alliance. No doubt she won't be happy when she returns, a villain escaping could also hurt her image in the eyes of the dragons, and any other country that Celestia wants to form friendships with."

"Then let's settle this fast, so even if she does find out, she'll know we have everything under control," Rainbow Dash said.

"Heh, sounds almost sneaky, regardless," Cap pulled out a radio. "Sunset Shimmer, it's Steve, slight change in plans, I need you to go with Rainbow Dash to The Baxter Building."

"Huh? Why?" Sunset asked, searching with a few guards for Mysterio.

"We have another problem, it involves The Negative Zone," Cap said.

"The what now?" Sunset asked.

"I'll explain later, or rather Doctor Richards will explain since he knows it way better than I do," Cap said. "Just meet Rainbow Dash at the portal, she'll explain the situation there."

"And hurry!" Rainbow Dash said, speaking into the radio. "Lives are at stake here."

"Alright, be there soon!" Sunset said and turned off the radio. "Great, like this wasn't enough."


Meanwhile Johnny had made his way to the Sanctom Sanctorum, knocking on the door. "Yo Doc! It's Johnny! Let me in!"

The door opened to reveal not Doctor Strange, but his comrade Wong. "Johnathan Storm? What are you doing here?"

"Hey Wong, love to chat but I gotta see Strange, it's important," Johnny said.

"Doctor Strange is off attending to other matters, I am afraid he cannot be here at the moment," Wong informed.

"You can't be serious, I need him! My nephew and daughter are in danger, along with my wife's little sister," Johnny said. "Oh, and Quicksilver too."

"I am sorry, but until Doctor Strange returns, there is very little I can do," Wong said.

Johnny groaned in annoyance, "Dammit, can't you like send him a message?"

"Why do you need him specifically?" Wong asked. "If you need magic, surely you can find some in the world of Equestria, Doctor Strange says there are many powerful magic users, such as the one married to Spider-Man, a miss Twilight Sparkle. He seemed very fond of her abilities."

"I don't know man, I got desperate!" Johnny frantically said.

"Understandable, but given the circumstances, perhaps it would be best to consider that option instead," Wong said.

"I already sent Rainbow Dash to get help from Sunset Shimmer, I only came here because I know how well she and Doctor Strange have worked together, they did open the Capcom portal here," Johnny said.

"Portal? Tell me what does this have to do with portals?" Wong asked.

"See my daughter got trapped in The Negative Zone, some freaky dimension my brother-in-law was studying," Johnny explained.

"I am familiar," Wong reassured.

"Well she, my nephew Franklin, Dashie's little adoptive sister Scootaloo and Quicksilver got trapped as well, and the portal machine was damaged so we have no way to access them. Reed's trying to fix it but we need access now, I don't want my daughter at the mercy of those monsters," Johnny said, then glanced aside. "Especially not their King."

"I see, a matter like that should be easier to access through magic," Wong said. "I shall contact Doctor Strange and see if he will be able to make his way into The Negative Zone. I would assist, but I cannot leave the Sanctum unguarded."

"That's fine, but would it really matter? I mean it's been unguarded before hasn't it?" Johnny asked.

"For short times, but now more than ever it needs a close eye kept on it, for the Doctor and myself fear an oncoming threat," Wong said.

"A threat? Who is it? Dormammu? Shuma Gorath?" Johnny asked.

"We're not sure, it may be another sorcerer for all we know," Wong said.

"Another one? Damn, that might suck," Johnny said. "Well if you need help don't shy away from asking us, especially the Unicorns of Equestria."

"We appreciate the offer, I will go contact Strange, you find another way to your daughter," Wong said.

"Don't gotta tell me twice," Johnny said, taking off into the skies. "Catch you later Wong!"

As Johnny left, Wong closed the doors once more, feeling some dread pass through him, "I can only hope our enemy never learns of Equestria, if he has then there may be more for Johnny Storm to worry about than the Negative Zone."


In the Dimension of Negativity itself, Pietro is doing a good job so far of keeping the monsters away from the kids, attacking any creature that got too close.

"I can't believe there's a world like this, why did Mr. Fantastic have a portal anyway?" Scootaloo asked.

"My parents like exploring different parts of space and dimensions," Franklin said. "Even if it occasionally brings trouble, my dad believes there is no reward without risk."

"Still, this seems like a bit much!" Scootaloo said, trying to stay close to Pietro.

"It's not like my parents are intentionally...hey get back here!" Franklin said, grabbing Firefly. "It's not like they're trying to find these monsters, things just happen."

"I still find it strange your dad just had a portal around like that," Scootaloo said. "I mean it seems so dangerous for kids to be around."

"Hey he kept me and my sister away just fine," Franklin said. "Plus it's not like this place is a Daycare. Didn't Uncle Johnny warn you or my cousin about this?"

"Well he warned me," Pietro said, punching a monster away. "Lot of good that did, I still ended up getting stuck here, bet my old man's gonna be pissed when he finds out. But I might be giving him too much credit, if I bite it in here he'll just say that I was weak or something."

"Why do you think your father would say that?" Scootaloo asked. "Honestly I can't even imagine a father saying that to his child."

"When you have a father like mine, you'd understand a bit better," Pietro said. "I'm sure your father thinks you're the world but mine barely sees me as a person."

"Well I barely get to see my father since he travels a lot," Scootaloo said. "I usually stay with my aunts."

"Hey at least you have someone, and I'm sure your father still loves you to bits even when he's not there to say it," Pietro said.

"Well...yeah he does, both my parents do, but maybe your father does as well and you don't know it?" Scootaloo asked.

Pietro knocked away another oncoming monster, "Look I'm getting tired of explaining this, I'll say it one final time. Me and my father aren't going to be like a normal family, we've tried that, me and my sister when we were young. It didn't work out then, it barely works out now, my family is a mess, and quite frankly, I really don't care. I'm fine without my father or my sister, so I really wish everyone would stop pestering me about it. Just because you're happy with your family doesn't mean everyone else will be, accept that not all families are perfect! The sooner you do, the less disappointing life will be."

"Well..." Scootaloo began, trying to think of the words. "Maybe you just need a new family then! One that will be there for you!"

"Excuse me?" Pietro asked, a bit confused by Scootaloo's words.

"Rainbow Dash can totally adopt you as her brother, then the three of us can live like siblings, along with your sister," Scootaloo said. "Add that to The Fantastic Four and we'd be one big giant and happy family!"

Pietro just scratched his head in confusion, "I swear living in that world must be one hell of a shelter. Young girl, life does not work that way, I can't just be 'adopted' into a family like that, it won't work."

"Come on, it's not such a bad idea, I mean look at Peter, when he first came here, Apple Bloom made him into her big brother," Scootaloo said. "It helped Peter feel less lonely and gave him a proper sense of family."

"Gave him a sense of family? Pretty sure he has one," Pietro said.

"This was way before Peter got married, and back when it was only him in Equestria," Scootaloo said. "He came to our world not knowing if he could ever go back to his, or even have a chance at a good life here, so Apple Bloom helped him through that. So maybe it can help you too."

Pietro sighed in annoyance, if these ponies were to be described in any one word, it could be stubborn. He's not in this to find a family, he's just following orders for now, if he could he'd just leave. Perhaps this place can be a good excuse to do so, he could easily just ditch these kids and find his own way out and live his own life.

"It's worth a try Quicksilver," Franklin chimed in. "Are you really happy not having a family? At least a family that will care about you?"

Before Pietro could answer, even more monsters showed up. Pietro was slightly thankful since this would delay any more annoying questions. However these monsters stopped just before reaching the group, much to Pietro's confusion.

"What are they waiting for?" Pietro wondered.

"Oh they're not here to fight you," a voice said. "They just joined me in welcoming you."

From above the king of The Negative Zone Annihilus landed down before the group of four, freaking out the kids and confusing Pietro. "Do I know you?"

"Perhaps," Annihilus said, observing the four. "Hm, when my creatures reported Four Life Forms to me, I expected The Fantastic Four, but this is much different than I expected."

"Who are you?" Scootaloo asked. "And how do you know The Fantastic Four?"

"You may call me 'Annihilus', to some I am Lord of The Negative Zone, to most, I am The Living Death that walks," the king replied.

"Ooh, edgy," Pietro said, not really caring. "So you're in charge of this place?"

"Correct, I rule over The Negative Zone, where The Fantastic Four have made frequent trips, I don't suppose-" He then noticed Franklin standing nearby, keeping Firefly close to him. He took note of his shirt which bore the Fantastic Four Logo. "You, you're their son. The son of Mister Fantastic and The Invisible Woman."

Scootaloo quickly grabbed both Franklin and Firefly, shielding them from the gaze of Annihilus. "Don't get any funny ideas pal!"

"Scootaloo be careful, he's very powerful," Franklin warned.

"I got this," Scootaloo reassured, then glared at the monster. "Look, we didn't come here for any trouble, if you'll kindly point us to the exit, we'll gladly leave your world and you can get back to your life, sound good?"

"What's the rush?" Annihilus said, slowly inching toward the group. "After all, you just got here, be a shame to leave already. You must have had some reason for coming."

"We came here by accident, we just want to get back home," Scootaloo said, maintaining caution around this guy.

"Accident or not, I can't simply let you leave, not when you have something valuable," Annihilus said, gesturing to Franklin. "That boy could prove to be very useful."

Scootaloo continued to shield the young boy, "What do you want with Franklin!?"

"If he's here, then chances are his parents will come to save him, I have a score to settle with The Fantastic Four, they constantly get in the way of my plans, this could by my one chance to completely destroy them for good," Annihilus said.

"Yeah well I'm not letting that happen!" Scootaloo shouted. "My big sister's married to one of them, I'm not letting you hurt Johnny or the rest of his family!"

"Oh, so you're a relative of theirs, so to speak," Annihilus said. "Then you will make just as good of a hostage." As he got closer, he noticed the toddler with Franklin, his curioustiy rising again. "And who is this young girl?"

"Hey you stay away from my cousin!" Franklin instinctively shouted, then immediately covering his mouth in fear when Annihilus focused his attention on the young boy.

"Your cousin? Ah, I see, this must be The Human Torch's daughter, she looks so adorable," Annihilus said, reaching his hand out. "I don't think I can bring myself to hurt her, but she can make a decent pet."

"Get away!" Scootaloo shouted, grabbing the monster's hand.

"Big mistake girl!" Annihilus said, backhanding Scootaloo to the ground below. Something about that set something off in Pietro. While he was no hero, he couldn't forgive himself if he allowed this to go unpunished.

Using his speed, he grabbed Franklin and Firefly, pulling them away from the big monster. "Too slow!" When Annihilus turned around to face Pietro, he was suddenly gone. He heard more running and turned to where Scootaloo was but she was gone too. "Over here!" He looked and saw Pietro running back to the kids.

"Thanks Pietro!" Franklin said.

"Don't thank me yet, we're still in danger," Pietro said, then turned to Scootaloo. "Can you move?"

"Hey! You will not get away from me so easily!" Annihilus flew at the group, but Pietro quickly ran around and created a tornado to confuse Annihilus, leaving him discombobulated long enough for Pietro to run back to Scootaloo.

"Get somewhere safe, I'll keep him distracted!" Pietro said.

"What? We can't leave you alone with-hey!" Scootaloo couldn't even finish warning Pietro as he ran back to the evil king.

"What do we do now Scootaloo?" Franklin asked.

Scootaloo quickly looked around, trying to figure out her next plan. "Guess we should run, I don't want to leave Pietro but I can't argue his decision right now."

Scootaloo led the younger kids away as Pietro confronted Annihilus, the speedy mutant not sure what he's getting himself into but has a weird sense of urgency.

"You're a fool to take me on alone," Annihilus warned.

"Wouldn't be the first time I've been called a fool, but honestly you can't destroy what you can't catch!" Pietro started speeding around and throwing quick punches at every available turn.

Annihilus kept his guard up during Pietro's speedy onslaught, and at the last possible moment during one of Pietro's attacks, managed to whack the mutant down hard. "You were saying?"

Pietro shook up off and slowly stood up, "Lucky shot, it won't happen again!"

Pietro again sped around Annihilus, determined not to let the monster win.


Back in Equestria, Peter, Hawkeye, Wanda and Twilight are searching the outer perimeters for Mysterio, hoping to catch the villain before he could enter town. Trixie had taken Mayday home while Ant Man remained stationed in town should Mysterio slip past any of the four patrollers. Each one stationed themselves at different locations, communicating through radio devices.

"Anyone see anything yet?" Peter asked through the channel.

"Not yet," Hawkeye said, hovering above town while holding out his bow and arrow.

"Negative," Wanda replied, keeping a close lookout.

"Me neither," Twilight said, using her magic to teleport to different parts of her section. "This is troubling, if he's as talented with his illusions as you say he is Peter, he could easily slip past us and we wouldn't even know it."

"We'll know sooner or later, stealth isn't always his thing, dude likes attention and will put on a show," Peter said. "Just keep an eye out for anything suspicious. Mysterio doesn't know Equestria that well so he might blunder somewhere if he's trying to put on an act."

"Right, all good points," Twilight said. "Mysterio may think he's clever, but I doubt he can outsmart the two of us Peter." As she looked around she noticed something weird in the distance. "Mayday?"

"Mayday?" Peter worriedly asked through the radio. "What about her?"

Running near the outskirts of town was in fact her daughter Mayday, seemingly on her way out of the city. "I see Mayday, she's leaving the town!"

"Why would your daughter be leaving the town?" Hawkeye asked. "That doesn't add up."

"Twilight be careful, it could be a trick!" Wanda warned.

"I...I can't take that chance!" Twilight said, going after her daughter. "Mayday!"

"Twilight? Twilight!" Peter urgently said to no response. "Dammit!" He quickly sped toward where his wife was patrolling. "If that's Beck then I'm gonna pound him extra hard for using my little girl's likeness. But if it is Mayday, she's grounded big time!"

Twilight continued following after her daughter, going towards the Everfree Forest. "Mayday! What are you doing!?"

Mayday went through the forest with Twilight following shortly after. She made her way through the leaves, hoping to reach her daughter when she spotted her just standing there, staring at a tree.

"Mayday?" Twilight said, cautiously approaching her daughter, though soon the sight of the little filly started to fade away, leaving an unpleasant surprise in her place.

"Hello Princess," Mysterio said, having spawned where Mayday was and instantly attacked, Twilight letting out a scream heard by Peter.

"Twilight!" Peter kicked it up and ran toward the sound of the scream. When he got there, he saw Twilight getting blasted out of some bushes, looking battered and bruised. "No! Twilight!"

Peter ran to approach his wife, checking over her. She looked up at her husband, "Peter..."

"Twilight, I'm here for-" As Peter went to physically check her, he noticed his hands going right through her. Suddenly his wife's pained expression turned into a sinister scowl as faded from sight. Peter was then blasted from behind by Mysterio, the illusionist slowly stepping out of the forest.

"You thought you could get rid of my that easily Spider-Man?" Mysterio asked. "Our last act may have finished, but the story goes on. We have yet to reach our proper ending."

Peter stood up, glaring hard at the illusionist expert, "Where's my wife!? And my daughter!?"

"Your wife's currently been detained by my drones, your daughter was never here, merely a clever illusion, I figured you would have guessed that," Mysterio said.

"Pardon me for wanting to make sure a creep like you wasn't anywhere near my daughter," Peter said. "Little ticked off you used that to hurt my wife though."

"I do what I must," Mysterio said, suddenly creating illusions of himself to surround Peter, all of them flying around the hero. "After all, you and I still have a score to settle."

Peter kept his guard up, knowing that Mysterio could attack at any moment. Closing his eyes, he relied on his Spider-Sense to guide him. As the clones attacked, Peter immediately knew which ones were coming at him as he dodged the real ones and ignored all the fakes. Peter then eyed the real Mysterio and delivered a strong kick to his head, knocking him to the ground.

"Your tricks aren't going to work on me Beck, the real illusion here was you thinking you could win," Peter said.

"There is more than one way to fight you Spider-Man," Mysterio said, turning into Twilight. "After all, I don't think you would intentionally hurt your wife, would you little Petey?"

Suddenly Mysterio got blasted back, dropping the illusion. Peter turned to the side to see Twilight emerging from the bushes.

"That was a terrible impression of me," Twilight said.

"Twilight!" Peter trotted over, rubbing her mane to get rid of any leaves, "Hope you're alright."

"I'm fine, it'll take more than one cheap shot to keep me down," Twilight said.

"Well you and cheap have never really been compatible," Peter joked.

"H-hey, what's that suppose to mean!?" Twilight asked.

Mysterio angrily stood up, glaring at the two, "My performances are not cheap! I am of the finest quality!"

"Yeah, total Broadway material there bro," Peter said sarcastically. "Now are you gonna give up or get your butt kicked some more?"

"I'd like the second option, I do want to teach you a lesson about using my daughter to mess with me!" Twilight said.

"You mean like this?" Mysterio asked, changing the environment they were in completely, making it look like they were back in New York City.

"Huh? How did we get to Earth?" Twilight asked.

"We can't be on Earth, we're still ponies," Peter said. "Remember, this is all just an-"

"Daddy!" Peter heard. He looked to see Mayday in the clutches of The Green Goblin. "Daddy help!"

"Mayday!?" Peter said, then shook his head. "No, it's not real, Osborn's dead, Mayday is safe at home."

"Aren't you going to save your daughter Spider-Man!?" Goblin asked, yanking her around by the tail. "She's calling for you!"

"You monster!" Twilight shouted. "Let my daughter go!"

"Oh I'll let her go, question is where? Off a building? A boat?" Goblin glared down at Peter. "Maybe a bridge."

Suddenly the environment shifted into the top of The Brooklyn Bridge, causing Peter to panic. "Mysterio, this isn't a joke!"

"That doesn't seem to stop Osborn from laughing, now does it?" the voice of Mysterio said.

"Just leave my daughter alone!" Peter shouted.

"You want her?" Goblin asked. "Go and get her!"

With that he threw Mayday off the bridge with Peter rushing after her, jumping down to grab his daughter as he plummeted, only hearing the call of his wife as he fell toward the water below.

However he wasn't wet at all, instead he found himself in a lab, his daughter missing from his grasp. "Mayday?"

Suddenly six metallic tentacles emerged from a nearby door, a familiar man making his way into the room, glaring down at Peter.

"Such a shame, you could have been so much more," Doctor Octopus said, attempting to grab Peter. The hero leapt around the room, avoiding his grasp though was eventually caught up with a strong whack through a window.

"Can you truly escape your past Peter?" Mysterio's voice said, prompting Peter to look around, trying to find the magician. "Or is it fated to come back to you?"

Suddenly the symbiote appeared before him, crawling over and attempting to latch onto Peter, bringing him back under his control.

"No! I got rid of you! Twilight burned you!" Peter shouted, tossing the alien lifeform off. Peter searched his body to make sure it was completely gone, not wanting to go through that harsh reality again. Suddenly the symbiote started to take a different form, shifting into one of Peter's most deadly rivals, that being Venom.

"You can't escape us Spider-Man," Venom said, going for a punch. Peter dodged and attempted to attack, throwing a strong punch at Venom. The symbiote person had dodged and hit an uppercut on Peter, knocking him away.

Peter struggled to stand when he felt some raindrops on him. He looked up and saw that it wasn't rain, instead it was his watery enemy Hydro Man.

"You're all washed up Spider-Man!" Hydro Man said, throwing a strong punch to Peter, knocking him away.

Peter again landed hard, dazed from pain and confusion as Mysterio's voice ran through his head, "You can try to run all you'd like Spider-Man, your past will always come back to haunt you!"

The evil laughter of his enemies circled through his head, from Goblin, to Doc Ock, to Venom and Hydro Man, Electro and Vulture, Kraven and Rhino. Peter held his head in pain, dizzy from everything as those enemies took forms around him, adding in the likes of Sandman, Mister Negative, The Kingpin and Shocker.

They all surrounded him, each laughing and taunting Peter. To make matters worst, he once again her the cries of his daughter, frantically looking around to find her, but received a kick from Vulture. He attempted to attack the villains but nothing worked, but somehow he felt their strikes, from Venom, to Rhino, to Sandman, ending with a blast from Shocker.

"You're losing your touch Peter, don't you have a sixth sense for danger?" Mysterio asked. "Or are you distracted by the sound of your daughter? I thought she was just an illusion, don't tell me you're having second thoughts."

"Just show yourself Beck! Fight me like a man!" Peter shouted.

"I would, if I could call you one," Mysterio said. "You may think that being married and having a child makes you a man, but even as a pony, I can still see the look in your eyes, the look of self-doubt and no confidence. You're worried about the events of your world happening in Equestria. That's why you want your hero friends around, to keep you safe because you know you can't do it alone." Suddenly the bodies of Johnny, Logan, Cap and Stark appeared around him. "But even they have their own past coming back to get them."

"Wh-what?" Peter said, going to check Logan, wanting to see if he was alright, when suddenly Sabretooth appeared before him, snarling at the spider.

"Creed!? How!?" Peter said.

"The X-Men, The Avengers and The Fantastic Four have their own troubles," Mysterio said, as Doctor Doom and The Mandarin also appeared. "If you can't protect your own self, how can you protect your friends."

Magneto then descended down with Wanda and Pietro by his side, levitating Mayday in front of Peter.

"Magneto! What are you doing!?" Peter shouted.

"You really think they can be friends with you?" Mysterio asked. "You really think Scarlet Witch cares that much!?"

Wanda's eyes glowed as she blasted Peter through a type of vortex, Peter then seeing his daughter flying by him. "Mayday!"

"But we both know, the threat does not only lie in our world Peter," Mysterio said as Peter landed in a ruined city. The first thing he noticed was that his daughter was being surrounded by what appeared to be zombies.

"Mayday!" Peter shouted, then heard another familiar evil laugh.

"Poor Peter, it's inevitable that you would fail in saving your daughter," Wesker said, appearing beside Peter. "Just like you failed in everything else you've done."

Peter rushed to save Mayday, knocking the zombies away, but when he did, his daughter was nowhere to be seen. "Mayday!? Where are you!?"

"Face it Peter, without help from your wife, you never would have beaten me," Wesker said. "What will you do, when she can't help you anymore." In Wesker's place then appeared Twilight, having been turned into a zombie herself as Wesker's maniacal laugh emanated in the area.

"No! That's not real!" Peter shouted, then found himself surrounded by zombies. "Hey back off!" He fought each of them away, valiantly trying when the ground below gave way and Peter fell for quite a bit, landing on top of a castle where his daughter is seen in one of the towers.

"Daddy! Help me!" Mayday shouted, unaware of the demons surrounding her.

"Mayday!" Peter shouted, running to his daughter. Yet somehow the more he ran, the further away he got.

"How foolish!" He heard Vergil's voice say, the half-demon man appearing beside him. "This is my world Spider-Man, neither you or your daughter will be getting out alive."

"That's what you think!" Peter said, using his webbing to latch onto his daughter. "I got you!" He pulled her close, hoping to finally have his daughter in his arms when instead he just saw another demon, one that attempted to attack him.

"You fool! Your own haste will bring doom onto you and those you love!" Vergil shouted, grabbing his sword and readying it for a strike. "Not that you'll live to regret this choice, now begone!"

Vergil struck down on Peter, which he quickly blocked. However after the strike, everything just disappeared, Peter looking around in confusion as to what happened.

"Threats can come from any world," Mysterio's voice said. "Our world, the Capcom world, even the world of another set of heroes."

Peter looked around and saw that he was in the alley of a large city, hearing rustling of garbage cans, likely critters, or something else. As he looked he noticed the walls of the alley had spray painted graffiti, what concerned him was a word in green and purple tint having been sprayed a bunch of times. All through the walls was the world of laughter, HA, HA, HA, HA.

He then heard that same devious laughter as he turned around and came face to face with a familiar clown with green hair, aiming a gun at him. "Hello Spidey."

Peter could only stare in shock at being face-to-face with Batman's arch nemesis, The Joker. Before he could react, the gunshot went off, but that did nothing. Peter attempted to calm himself, trying to reminding himself it's just Mysterio's illusions, and that he wouldn't have been that hurt anyway.

"If villains from The Justice League's Earth come as well, how can you truly keep your world safe?" Mysterio asked. Suddenly the moon appeared in the skies, shadows taking the form of a mare. "Or perhaps, even this world has it's troubles, ones even you can't stop."

In a split second, Sombra's shadow appeared before Peter, freaking him out some more. "I've fought the impossible before, I can do it again!"

"All you've done is delay the inevitable, how can you be so sure-" Mysterio's speech was interrupted and suddenly all the illusions dissipated. Peter looked around in confusion and noticed that Mysterio had an arrow in his foreleg, courtesy of Hawkeye.

"You alright there Spidey?" Hawkeye asked.

"Yeah, I-" Before Peter continued, he had some doubts in his head, wondering if this was part of the hallucinations. "How do I know you're the real Hawkeye?"

"I had a feeling this could happen, so before we all split, me and Twilight worked on a code," Hawkeye said.

"Code? What code? How come I wasn't told this?" Peter asked.

"Because she didn't want to embarrass you with that secret of her knowing you had Superman pajamas specially made for yourself," Hawkeye said, much to Peter's embarrassment.

"How did she find out!?" Peter shouted, then recomposed himself. "I mean...how do I know that part wasn't an illusion?"

"Want an arrow through your eyes, would that help?" Hawkeye asked.

"Alright, I believe you're the real Hawkeye," Peter said. "Gotta be honest, really could have used that sooner."

"Sorry, I was gonna help you out, then I noticed your wife going through similar troubles," Hawkeye said. "Plus I got caught up in the illusions as well, Mysterio cloaked himself to resemble you so I wasn't sure which one to attack. Thankfully once Twilight snapped out of her funk she pinpointed where to attack."

Peter saw Twilight making her way over, quickly grabbing her husband in a hug. "Oh Peter, you're alright!"

Peter knew this definitely wasn't an illusion, Mysterio couldn't copy the warm feeling of this type of affection. Plus he can smell Twilight's shampoo, that's definitely not a hallucination.

Mysterio struggled to pull the arrow out of him, breaking it off and pulling both pieces out. "Damn Avenger."

He attempted to make an escape, but heard Hawkeye pulling back on his bow. "Yeah don't even think about it." He slowly floated toward the magician, "Hope you had your fill, because this is coming to an end!"

"Clint?" a woman's voice said. Hawkeye turned to see Black Widow standing nearby.

"Nat? What are you doing here?" Suddenly something strange just occurred to him. "Wait why are you human in Equestria!?" Hawkeye quickly realized what was happening and turned around only to get hit with a type of exposition, knocking him down and out.

"Clint!" Peter shouted, running over to check on Hawkeye. He was alive, but hurt. Peter looked to where Mysterio was but he was already gone, with only a small puddle of blood left where he was last standing. "Great, that's gonna be more trouble."

"We'll find him, I doubt that's the last we're gonna see of him, unfortunately," Hawkeye said.

"Right, man that was some weird trip he put my through," Peter said.

"That bad huh?" Hawkeye asked. "Yeah between your clones and him once turning this town into a maze, getting here was pretty tricky. I'll let Cap know but it seems like his illusions are gonna cause a huge problem, it'd be bad if he managed to do this to a whole town."

"You're telling me," Peter said, then took note of the worried look on his wife. "You ok Twi?"

"I'll be fine," Twilight said. "It's just...I've seen things Peter, terrible things. Right after you jumped after Mayday, or at least the hallucination of her, he tried following after you, then I ended up in such a terrible place. Equestria was in ruins, all our friends gone, everything we loved was taken from us." Twilight shut her eyes, trying to block out some of the more negative illusions. "I though you were dead, I should have known it was fake but..."

"Easy Twilight," Peter said, gently stroking his wife's mane. "Mysterio's illusions are really high def, anyone could have been fooled, when something looks so real, it's hard to tell yourself it's not."

Twilight nodded, "Right...still, I thought King Sombra's Illusions were bad, but this..."

"Ugh, King Sombra, man that dude was something else," Peter said. "I even saw him in my vision, not sure if it was my brain or Mysterio's magic, which is weird, how would Mysterio know who King Sombra is?"

"Well maybe he saw him in New York, or heard of him at least," Twilight said.

"Well regardless, let's get you home," Peter said.

"Home? Mysterio is still out there," Twilight said.

"Yeah, but you look out of it, you need to rest your mind," Peter said.

"Peter I'm fine, I can handle a little stress," Twilight said.

Peter just glared at Twilight, not believing the words that just came from her mouth, "Yeah, and I'm the King of Fairyland."

"Peter!" Twilight warned. "I'm fine, let's just meet up with Wanda so we can find this guy and put him back in the dungeon where he belongs!" Twilight stormed past Peter, the spider hero relenting and obeying his wife.

Despite her insistence, Twilight could still feel some worry from the illusions she saw, namely that of Nightmare Moon standing over a fallen Peter, his mask in her hooves, not to mention the taunting words she constantly heard.

'Manipulator'.

Twilight shook it off, she knows she isn't a manipulator, she would never take advantage of Peter or his feelings. Still the flashing images of Gwen Stacy continued to loom in her head, the sight taunting her somewhat fragile mind.


Back in The Baxter Building, Sunset was busy trying to open a portal while Reed worked the technical part.

"I'm having some difficulty locating this dimension," Sunset said. "The multiverse here along is pretty vast," Sunset said.

"Keep trying, just look for a wasteland filled with monsters," Reed urged.

"Ugh, it would really help if Doctor Strange was here," Sunset said. "How long before he arrives?"

"Soon, that's if Johnny managed to contact him," Rainbow Dash said.

"The Sanctum Sanctorum isn't that far away, at least not for Johnny, if he found Stephen then he would be back as soon as possible," Reed said.

"Maybe I should go and meet him?" Rainbow Dash asked. "See if he found anyone to help!"

"It won't make things move faster Rainbow Dash, do you even know where the Sanctorum is?" Reed asked.

"Uh, I think I've been there once before...haven't I?" Rainbow Dash wondered.

"Maybe it would be better just to wait Rainbow Dash," Sue said. "I know it's not easy but if you left now and got lost, Johnny would just be even more worried, then he might do something stupid and reckless."

"Just stay put fer now, he should be back soon," Ben said, then saw a fiery dot in the distance. "Actually, he'll be back right now."

Johnny flew into the room, deactivating his flame instantly, "Did you get Sunset Shimmer?"

"Yeah," Rainbow Dash said, gesturing to the mare in question.

"Good, at least one of us was successful," Johnny said. "Strange wasn't home, I couldn't get him to come."

"Just as I worried would happen," Reed said, still trying to get his thing to work.

"On the bright side, Wong told me he would contact Doctor Strange and try to get him over, maybe that can help?" Johnny suggested.

"Who knows how long that might take," Reed said. "Stephen can be gone for days at a time, I know he's been extra busy lately for some reason."

"Yeah Wong mentioned that, anyway Sunset here should be enough, she's got power," Johnny said.

"Not enough, I need another magic user," Sunset said, mentally trying to locate the portal.

"Come on, you're plenty strong on your own," Johnny said. "This isn't Capcom's portal you're trying to open, it's a portal within our own world, you got this."

"Maybe another can't hurt anyway, maybe we could have gotten Twilight," Sue said.

"I would have tried getting her, but there's already trouble in Equestria she's attending to," Rainbow Dash said. "One of those villains we captured the other day got away, that Mysterio dude."

"Wait, Mysterio escaped?" Johnny asked. "How the hell did that happen!?"

"I don't know, I didn't get any details," Rainbow Dash said.

"Well I guess it's just Mysterio, we caught him the other day with no problem, Peter can just catch him again," Johnny said. "That dude's way in over his head, his fake magic won't last against the real thing."

"Hey his 'fake' magic was enough to distract myself and Captain America long enough for him to get away," Sunset said. "Truthfully I am a bit concerned about what he could do."

Reed continued to struggle, nearly having the portal ready when it sparked on him. "Drat! I can't get this to stay!"

That gave Sunset an idea, she quickly focused her magic on the panel Reed was working on, giving the machine the extra boost that it needed and it managed to open up the Negative Zone portal. "Finally got it!"

"Excellent work, now quickly through the portal!" Reed said.

Johnny, Rainbow Dash and Ben wasted no time getting through, but before Reed or Sue could enter, the machine once again failed and the portal shut down.

"No!" Reed shouted in frustration. "We were so close!"

Sunset looked down in shame, "Sorry Doctor, guess my magic wasn't good enough."

Reed shook his head, "Don't blame yourself, you did your best, at least we got the portal open, which means we can do it again."

"At least Johnny, Ben and Rainbow Dash are in there, if there's trouble then the three of them can keep the kids safe," Sue said.

"True, but I'd rather not leave them in there too long," Reed said, getting back to work. "I'm going to get them out, no matter how much I have to try!"


Deep in the Negative Zone, Pietro was struggling in his battle against Annihilus, the more the speedy mutant tried to attack, the more the Negative King would counter with immense force, knocking Pietro all around the realm, leaving him cut and bruised.

"Give up," Annihilus said.

Pietro shook his head, "Sorry, too stubborn to do that."

Pietro rushed in for a punch but Annihilus delivered a strong uppercut to the speedster, knocking him to the floor.

"Are you done yet?" Annihilus said, walking over to the downed mutant.

Pietro struggled to stand, not willing to allow Annihilus the victory. However as he got on his knees, Annihilus stomped down on him, crushing the speedster under his foot.

"You should have known better than to go against me, but before you die, I am curious, who are you? What is your relation to The Fantastic Four?" Annihilus asked.

"Name's...Pietro Maximoff, call me...Quicksilver!" Pietro said, struggling under the weight of the monster. "I am...the son of the Master of Magnetism, Magneto!"

"Magneto?" Annihilus said. "That's a name I am familiar with, well then Quicksilver, it's been somewhat an honor fighting you, but now you will perish!"

Before Annihilus could crush Pietro, Scootaloo had jumped on his back, wrapping one arm around his neck and elbowing his head with her other arm. "Get away from my friend!"

"Scootaloo?" Pietro said, looking up at the monster. He could see the teen filly doing her best to attack the Negative Zone King, though her efforts were merely a source of annoyance rather than a threat.

"Puny child!" Annihilus said, grabbing Scootaloo's arm and slamming her hard to the ground, causing a huge yelp of pain coming from the girl.

"Scootaloo!" Pietro shouted, eyes widening as Scootaloo was once again lifted off the ground by her arm.

"You really believe you could have stood a chance against me?" Annihilus said.

"I won't...abandon my friend!" Scootaloo said, trying to attack with either a punch or a kick while dangling from the air.

"You're brave, I'll give you that," Annihilus said. "But also very foolish!" With that Annihilus delivered a strong punch to Scootaloo's stomach, hard enough to make her spit out blood.

"You bastard!" Pietro shouted, struggling to stand up. "She's only a child!" He went to attack but Annihilus but he simply threw Scootaloo at him and the delivered a punch to them both with one fist, knocking them to the ground.

Annihilus stomped towards them, kicking Scootaloo away and lifting Pietro up by his shirt, delivering a strong knee to his stomach, the mutant's breath being forced out of his lungs.

"Do you understand my power now?" Annihilus asked. "You weak pathetic fool?" Annihilus back handed Pietro down, readying to finish off both him and Scootaloo with one big explosion. "You are all beneath me." Suddenly a flame ball hit him on his back, strong enough to cause him to stumble. "Who dares!?"

"Right here!" He turned to see Johnny flying in the air, covered in his flames. "Sup bitch!? Miss me!?"

Rainbow Dash had flown beside him, looking down at the monster. "Who's this guy?"

"Annihilus, so-called Lord of this dimension," Johnny said, then focused back on Annihilus. "Just what the hell are you up to you big giant dumbass!?"

"Mind yourself Human Torch, unless you want me to unleash the same power I did with your friends," Annihilus said, gesturing to the fallen Pietro and Scootaloo.

"No!" Rainbow Dash shouted in worry. "What did you do to them!?"

"Taught them a lesson in defying me, do you wish to experience that same pain?" Annihilus said.

Rainbow Dash angrily clenched her fists, "When I'm done with you, even your bruises will have bruises!"

"Do you honestly believe you have the strength to go against me?" Annihilus asked.

"I certainly do!" Ben shouted as he appeared and rammed Annihilus hard, knocking him back. "So you like picking on people smaller than you huh? Let's see how you do against me!"

"Size is irrelevant, defeating you will only signify my power!" Annihilus said.

"We'll let our fists do the talking!" Ben said, slamming his fist against his palm. "Get ready, It's Clobberin' Time!"

A big battle in The Negative Zone was about to go underway while illusions still ran rampant in Equestria, both worlds have a battle to continue.