Spiders and Magic: Avengers Assemble

by Masterob

Leading B.O.W.s

At the castle in Canterlot, Cap was in a coutyard, assisting some rookie soldiers in their training, molding another group of protectors to Equestria's throne.

"Good work soldiers, but remember when using your spears, focus on accuracy over speed," Cap said. "One good hit is better than several misses."

"Yes sir!" The ponies said, resuming their work.

Cap continued to patrol around when he heard someone calling out to him, "Hey Cap!"

Cap looked up, taking note of the oncoming Pegasus. "Lightning Dust? What brings you to Canterlot?" Cap started to dread the potential reason. "Please tell me there isn't another attack in Ponyville."

"Eh, sorry to say but that's exactly what's happening," Lightning Dust nervously said. "Some monster showed up and started attacking everypony in town. Right now Peter and the others were fighting it off but it started blowing things up with some weird device."

"Weird device?" Cap wondered. "Did anyone recognize the creature?"

"No, not to my knowledge," Lightning Dust said. "I came here as soon as I could, Logan just told me to find you just in case things got bad."

"What did the creature look like?" Cap asked.

"Well for starters, I don't know if it was even human before coming here, it looked so...gross," Lightning Dust said. "It had on this large black coat and he was constantly roaring. Is there anything on your Earth that resembles that?"

"Not to my knowledge, but somehow I doubt it's Equestrian," Cap said. "I'm gonna run this by some of The Avengers, but for now I'll send Clint to assist you."

"Thanks Cap, I should get back too, I'm worried about Fluttershy," Lightning Dust said. "Laura and Toad are keeping guard right now but I should be there too."

"That's fine, we'll meet up again soon," Cap said, grabbing his radio as Lightning Dust flew off. "Clint, it's Steve, there's trouble in Ponyville again."

"You gotta be kidding, who the hell keeps sending guys here?" Clint said.

"I wish I knew, just hurry on over," Cap said, placing his radio down. "Somehow I don't think Celestia's gonna like this very much."

---

Back in Ponyville, Peter and his allies were bracing with their continued battle against Nemesis, The Leader and all the hunters.

"Man those things are gross looking," Bobby said, grimacing at the sight of the monsters.

"Those creatures must be what Chris and the others had to encounter in their world," Peter said. "How could The Leader have even gotten these creatures anyway?"

"It wasn't difficult, the Capcom world has a market for these creatures, despite the BSAA's attempts to shut them down," The Leader explained.

"Guys like you just make more work for Chris and his friends," Peter said. "Well we're about to lighten that load."

"Got a plan Peter?" Johnny asked.

"Just take out as many as you can, I'm going for that Nemesis creature," Peter said.

"What about the dude with the big head?" Rainbow Dash asked. "What can you tell us about him?"

"Well that big head ain't just for show," Peter said. "That guy's Super Intelligent, one of the smartest men in my world."

"He also regularly does battle with The Hulk," Johnny said. "Basically this guy can keep up with an Avenger, and a strong one at that."

"Eh, we got Logan at least, he can keep up with The Hulk too," Peter said. "Just watch out for The Leader's powers too, he can basically shoot things from his brain, and he can communicate telepathically, my guess is that he might be able to do that with these monsters."

"Very analytical Spider-Man, seems there's more to you than your mediocre puns," The
Leader said.

"Hey! My puns are not mediocre!" Peter shouted in offense.

"Is that really what yer worried about right now?" Logan asked. "Ah, never mind it, let's just hurry up before these things destroy the town."

"You won't last five minutes," Leader said. "Attack my squadron!"

All of the monsters ran at the heroes, who wasted no time in fending them off, attacking them before the could do any potential damage.

Johnny burned all the monsters with his fire blasts, Bobby used his ice to freeze them and shatter them, Remy blew them away with his kinetic cards, Logan tore into them with his claws, swiping around, not a pretty sight.

Scott flew around punching them away in his shrunken form with Rainbow Dash also flying around, except focused on kicking. Deadpool shot the monsters that were at a distance, then used his swords to on any monster that came too close.

Pietro speed around, punching and kicking each of the monsters with his incredible speed, Twilight and Wanda using their magic to blast them, keeping a fair distance away from them and Peter swinging around kicking them all away.

"Man this is easy, did Chris Redfield and his buddies actually struggle with this?" Deadpool asked, stabbing a monster that got close.

"Have a little more respect dude, Chris doesn't have superpowers," Peter said, webbing a monster. "The fact that he could fight monsters like this despite that really shows how impressive he is, same with his friends."

"These things are still pretty tough," Logan said, slashing some away.

"Be careful with the blood, we don't want to risk infections," Peter said, punching one back.

"Nemesis, do what you must," The Leader commanded, sending the monster to attack again. He aimed his Rocket Launcher and fired it at the group, Johnny quick to blast it down.

"Wanna try that again ugly!?" Johnny taunted. "Come and get me!"

"Sounds like a grand idea," The Leader used his telekinesis to hold Johnny in place as Nemesis aimed his Rocket Launcher.

"Ah shit!" Johnny shouted, trying to break free.

"Farewell," The Leader taunted as Nemesis aimed his Rocket Launcher. Before he could fire, Twilight zapped him and The Leader.

"Nice save Twi," Johnny said, loose from control. "I mean I could have broken free but still."

Twilight rolled her eyes, "Just stay focused Johnny, and don't goof around."

The Leader then zapped Twilight using energy from his brain, and then zapped Johnny. "I won't succumb quite that easily!" He used his brain laser across the town, destroying many of the homes while also nearly getting a bunch of the heroes, even taking out some of his own monsters in the process, but it was small enough for him to not care much.

"He's destroying the down!" Bobby shouted.

"Not if I can help it!" Peter rushed to attack but Nemesis had blocked and punched Peter back with the Rocket Launcher, then fired the weapon at the spider hero. Peter was quick to rebound and kicked the rocket into the air, then zipped in with his webs and kicked Nemesis back.

The Leader floated over and blasted Peter through a nearby house, then blasted an oncoming Bobby who was gliding in on ice. Remy managed to get an attack in with one of his cards, knocking Leader off balance a moment.

"My time to shine!" Remy jumped to whack Leader with his staff but he was grabbed by the hindleg by Nemesis's tentacle and slammed into the side of another house.

"Foolish," Leader said, aiming his brain beam at the downed mutant and fired.

"Remy!" Twilight quickly teleported to him and put up a forcefield around the two, protecting her friend from the blast.

"Whew, owe ya one," Remy said.

"You're my friend, this is on the house," Twilight said, then in a flash teleported to The Leader and blasted him back. She used her magic to teleport him into zone for her next attack, which she flew in and kicked his face, then did one more teleport to appear above him and zapped him down.

"Nice moves Twi!" Johnny shouted, then found himself grabbed by a Gamma Hunter's tongue. "Gross, get the hell of me!" Johnny blasted the monster with fire then burned all the other oncoming hunters. "How many more are there!?"

"Uh, guys! Little help!" They heard Deadpool say. They turned to see his front left leg was missing. "I got distracted!"

"For the love of God Wilson," Logan said, stabbing and oncoming hunter. "How did you managed to lose your arm!?"

"Technically it's my leg since we're ponies and I was waving at some nearby ponies, when one of those scaly green things came in and cut off my leg," Deadpool said, then held out his other. "Least I still have this one." It wasn't long before another hunter took that one too. "Fuck!"

Logan took out the Hunter and picked up the foreleg that Deadpool lost, "Let's just find yer other one before you become a liability."

"Aw, so you do care," Deadpool cooed.

"Shut up and walk," Logan said, marching off with Deadpool following.

Nemesis fired another blast from his Rocket Launcher, this time at Pietro, who dodged quite easily. "Too fast for ya big guy!?" Nemesis tried again, which Pietro again dodged. "No luck!" This continued on, Nemesis kept firing as much as he could as Pietro zipped around. "Almost got me that one time."

Nemesis tried again but his Rocket Launcher exploded, leaving it disorientated as Pietro rushed in and did a flurry of punches, the force of the speed knocking the creature back.

"Ha, I showed him!" Pietro said. "Hey everyone, got rid of that thing's Rocket launcher!"

"At what price though!?" Wanda asked, gesturing to many of the destroyed locations around Ponyville, including several more homes and even Sugarcube Corner.

"We're still alive!" Pinkie called from nearby the ruins, standing with Boom and the Cake Family who looked on in dismay of their burning business.

"Oh boy..." Pietro said.

"Oh good, my wife and family are safe," Deadpool said, still looking for his arm. "Oh and Boom too but that wouldn't have been much of a loss."

"Ah! My shop! It's ruined!" They heard Rarity cry. Everypony turned to see that the Carousel Boutique also too a blast from the rocket, Rarity agonizing the destruction. "I have to rebuild...again!"

Pyro shook his head and turned his attention to the fight, "Looks like they're having trouble, I'll take care of things. Luckily I got plenty of ammo." He pulled some nearby fire and used it to burn several hunters.

"Better get in on this too," Boom said, using her powers to blast all the nearby monsters.

From the skies above, Hawkeye had arrived at the location, seeing all the destruction everywhere. "Shit, what happened to this town?" He looked around until he spotted a pony who looked quite familiar to him. "Wait, is that The Leader? He made it to Equestria as well!?" He kept looking and took note of all the hunters, and Nemesis. "Those things, they're definitely not from our world, have I seen them before?"

"Yo Hawkeye!" Rainbow Dash greeted, getting his attention. "I hope you're here with back-up, because we could really use it!"

"What's going on anyway!?" Hawkeye asked. "What's The Leader doing here and what are those monsters?"

"Well I don't know how that Leader guy came, probably the same way most of those other villains did," Rainbow Dash said. "But those monsters come from Capcom's Earth, along with some creature called Nemesis, which according to Peter and The Leader is a monster that Jill Valentine fought."

"Jill Valentine? Oh no, they're not gonna turn the ponies into zombies after this are they?" Hawkeye asked.

"I really hope not, I don't think I can handle having to fight zombies," Rainbow Dash said, then thought about it. "Well I can but I really don't want to."

"I don't think anyone would want to, and we're going to make sure no one will have to," Hawkeye said, then turned to his radio. "Steve, it's Clint. The Leader's in Ponyville and he brought some monsters from Capcom Earth, notably one fought by S.T.A.R.S. member Jill Valentine called Nemesis. Spider-Man and his allies are fighting them off along with some Brotherhood members and a few ponies."

"Got it, I'm sending help now, I'll have the perfect back-up," Steve said.

Hawkeye turned to Rainbow Dash, "Cap's sending some help, let's keep fighting these monsters off."

Hawkeye and Rainbow Dash flew down to attack, Rainbow Dash zipping around with her kicks and Hawkeye using his bow and arrows to take down the monsters.

Nemesis charged once again at Peter, trying to overpower him with his enhanced strength, but Peter had elbowed him back, then rushed in with an uppercut to knock it away.

"Man you're ugly, you look like someone already messed you up before I got to you," Peter said, using his webs to pull in and punch Nemesis back some more. Suddenly he was surrounded by a bunch of hunters. "My adoring fans, here's an autograph in the form of a butt-kicking!"

Peter zipped around with quick punches and kicks, knocking all the creatures away. He then quickly created a giant spider-web and knocked as many monsters as he could into the web, leaving them stuck.

"That should be good for about a half-hour," Peter said, then the web was destroyed by a giant fire ball, courtesy of Johnny. "Or that works too."

"Peter, try making more webs, makes it easier to destroy them!" Johnny called down.

"You got it!" Peter called back and quickly formed more webs to trap the rest of the hunters.

Elsewhere Logan had found Deadpool's other leg and gave it back to him, "There, now stop screwing around and get back to killing these things."

"Don't gotta tell me twice," Deadpool said, placing his arm back and rushing over to slash at the monsters.

"Pain in the ass," Logan said, shaking his head in annoyance.

"Logan! Behind you!" Rainbow Dash called, Logan turning around to see Nemesis towering over, ready for a punch.
Logan quickly jumped aside, dodging the punch and rushed in to stab Nemesis with both of his claws. Nemesis then wrapped it's tentacle around Logan's head and tried lifting him away, but Logan just angled his claws and started slashing upward.

Logan then swiped at the head of Nemesis, then the chest, hoping to do enough damage to take the monster down but just took a punch for his efforts.

Rainbow Dash flew in to kick the monster as an effort to help, but Nemesis grabbed her with his tentacle and slammed her a few times. Logan rushed back to help, stabbing the monster some more, but it had really high endurance and just elbowed Logan away and tossed Rainbow Dash in his direction.

"Hey ugly!" Deadpool shouted, running at him with a machine gun, "DIE!"

Deadpool unleashed an entire clip into the monster, but it stood there and tanked everything, then sent out it's tentacle to wrap around Deadpool and then tossed him away. He then jumped into the air and landed hard on the ninja.

"Man that thing's tough!" Bobby said, having left some hunters frozen.

"That's why I recruited it," The Leader said, appearing behind Bobby and then blasting him. "I don't intend to stop with just him, soon I'll have more of Umbrella's creations under my rule."

Wanda used her magic to send some rubble at The Leader but he stopped it just before it reached him. Wanda attempted to blast him but he used his own telekinesis to send her rubble right back at her.

Ant Man tried sneaking up to attack but The Leader saw it coming and blasted him, "Foolish attempt." Pyro and Boom tried some teamwork, with Boom making some fire balls and Pyro tossing them at The Leader, though he had destroyed them and blasted the two. "Would anyone else like to try and fail?"

"Sterns!" The Leader heard, a voice not unfamiliar to him. He turned to see his old Nemesis.

"Banner, so you've come," Leader said, floating over to The Hulk.

"So now you're also invading this world? Who sent you here?" Hulk asked.

"I received an invite from some mysterious being," Leader said. "I'd tell you more but he would like to leave it a surprise for now, he intends to make himself known soon."

"I'm actually surprised you're going along with someone else's plan, I mean you call yourself 'The Leader', why follow another?" Hulk asked.

"I am not following anyone, I was given an opportunity to do my own bidding, and I took it," Leader said. "This world has interesting resources that I intend to exploit for my own goals, regardless of some strange creature's master plan."

"Well I'm putting a stop to you, time to SMASH!" Hulk rushed in and slammed his forelegs on the ground, creating some stalagmites that The Leader barely dodged.

"Always quick with the brute force, aren't you Banner!?" The Leader shouted, using telekinesis to lift the rocks and send them at The Hulk.

"What can I say?" Hulk started punching the oncoming rocks. "It's my thing! But even I have some tricks!" At the last rock, Hulk jumped on and propelled off it to launch himself at The Leader, ramming his enemy out of the sky.

Hulk landed and started punching away some oncoming hunters, giving The Leader enough time to plan a counter attack. "I won't be bested by you again!"

The Leader zapped Hulk and then used his powers to toss him away, then floated after him to continue their battle.

Meanwhile Nemesis was still causing trouble, attacking Johnny this time, slamming him with his tentacle. He then punched an oncoming Remy and kicked away Deadpool.

Peter tried pulling him with his webbing but Nemesis had his hooves firmly planted and managed to pull Peter in instead, punching the spider pony.

Suddenly he was shot from a distance and turned to see who had attacked him, a face very familiar to the eyes of Umbrella. "Staaaaaaars."

Standing not too far off was Jill Valentine, back in Equestria. "I can't believe you're still around, I'm pretty sure I finished you off before leaving what was left of you to be destroyed in Raccoon City."

Peter got off the ground and noticed the woman. "Jill Valentine? Is that you?"

"Hey Spider-Man, sorry if this guy's been giving you trouble, I don't know how he came back," Jill said.

"Hey don't worry about it, I just want it defeated," Peter said, getting back on his feet.

"Little surprised you're having trouble, I don't think Nemesis should be this strong, I mean you handled Wesker just fine and he was much stronger than any of Umbrella's monsters," Jill said.

"His strength was enhanced by one of Hulk's villains, been a real pain in the neck," Peter said.

Nemesis started extending his tentacles, Jill quickly aiming her assault rifle, "Talk later, let's take this thing down!"
Peter wasted no time in rushing over to punch Nemesis, leaving it stunned enough for Jill to fire her weapon at it, going right for his head.

As Jill reloaded, she used the time to also rush in and kick Nemesis in the face, Peter following up with an uppercut punch.
Jill landed beside Peter, "Try webbing him up if you can, I have a plan."

Peter nodded and rushed over to tie up Nemesis with his webbing as Jill rushed in firing her gun and then sticking a grenade in it's mouth at the end of her clip, then flying off before the explosion.

"Nice plan Jill!" Peter said.

"We gotta keep it up, keep going!" Jill said, flying over an firing from the air. "Pegasus wings really work well."

Peter continued webbing Nemesis as Jill kept hitting it with grenades, after the third attempt the creature was down on it's last legs.

"I think you got it!" Peter said.

"Almost, gotta act fast before it starts healing!" Jill said, pulling out her Rocket Launcher. "Stand back Spider-Man!"

As Nemesis struggled to stand, Jill fired the Rocket Launcher, finally destroying the creature.

"No! My monster!" The Leader shouted, having seen the destruction from where he was. "Damn pesks! I'll destroy you all myself then!"

"No you won't," Sunset Shimmer said, having appeared not too far away. "You're going down!" She zapped him from the air, stunning him long enough for The Hulk to land one massive punch to knock him into a building.

Peter quickly rushed over to web him up, leaving him bounded. "That should take care of you." He turned his attention to Hulk, "Glad you could make it Banner."

"Thank Sunset Shimmer, she teleported myself and Jill Valentine here the moment Cap got in touch with us," Hulk said.

"Talk later, there's still some monsters running around," Jill said, pulling out her gun. "This shouldn't take long though, these guys are pretty weak compared to me now."

It took about another ten minutes to properly round up the rest of the monsters in Ponyville, leaving none left and the town saved. The monsters were dead, Nemesis had been destroyed and The Leader was to be sent to the dudgeon.
"Good thing for you Leader is that you have friends at the Dungeon," Peter said. "Say hello to Rhino and Taskmaster for me."

"This isn't over, I will be back!" Leader warned as the guards tossed him onto the chariot to be sent away.

"Villains, always declaring revenge," Peter said, shaking his head. "Some things never change."

Jill looked around, taking note of the damage left in town. "My God, this place reminds me a little of Raccoon City, at least during it's final days."

Peter also took note of the damage, worried about anypony that might have gotten hurt, or worse. "Little more damage, this place would look like that Dystopian Future I went to. Which reminds me, it won't be long before The Changelings try to invade. With all these other invasions I'm worried my plans won't turn out so well."

"It'll be fine Peter, we have friends that are willing to help," Twilight reassured. "The Avengers and the rest of the Marvel Heroes will keep an eye out for things."

"And you know me and my allies are just a portal away as well," Jill said. "We have your back Spider-Man."

"Thanks, and you can just call me Peter," the hero said. "Thanks for your help, and thanks for not telling me to stay out of your way, and for not attacking me."

"Looking back, I should not have done that," Jill said, remembering when she, Trish and Ken Masters all attempted to attack Peter when he returned to Marvel Earth for their belief that he has been getting in their way. "That was foolish of me, and I deeply apologize for my actions."

"It's all good now, don't worry about it," Peter said with a cheery smile. "We make a great team Jill, plus you're really confident and badass, I can see why Chris values you as a partner."

Jill blushed a bit at the compliment, "You're pretty great yourself, I bet The Avengers are happy to have you as an ally, or a member if you are one now."

"Not yet, for now I'm part of Team Parker-Sparkle," Peter said. "And I'm good with that."

"Well, I should report back and let Chun-Li know about this, I know this is going to be cause for concern for her," Jill said.

"She knows about the other invasions," Sunset interjected. "Once she finds out Capcom monsters came here, she's going to be on high alert in her world."

"You're still looking for Wesker and his group, am I right Jill?" Peter asked.

Jill shamefully nodded, "I don't know how he got away, Chris is furious about it, and Dante...well he's trying to be optimistic but we've known him long enough to tell when he's worried about something. We're just concerned that you or your family will be in danger since Wesker will want revenge. He'll do anything to get it, even targeting loved ones. Chris knows from experience, Wesker once targeted his little sister."

"If Wesker wants to fight me, then I'll be ready," Peter said. "If he thinks he can take my wife, then good luck, she's pretty much stronger than I am."

Jill turned to Twilight, "Are you really?"

"Uh...I never really checked," Twilight said, somewhat sheepishly. "I mean I don't like to show off."

"Maybe you could have a little, would have saved us some time," Rainbow Dash said. "You should have been able to handle The Leader and Nemesis."

"With what? Brute force?" Twilight asked. "I didn't want to mess the town up more than it already was, that's why Peter and I have to hold back sometimes, you know what Peter says about being responsible with your power."

"Yeah, yeah, Great Power, Great Responsibility, I remember," Rainbow Dash said.

"That actually would make for a good lesson to teach Wanda," Twilight said. "It will help her manage her powers."

"And maybe help Pietro not be so foolish," Scott said, getting Pietro's attention.

"What are you talking about Ant Man?" The speedster asked.

"Hey pal, I saw you messing around and basically allowing those buildings to get destroyed because you wanna see how many of Nemesis's attacks you could dodge, you're lucky nothing happened to Deadpool's family or Bobby's family," Scott said.

"Oh great, that reminds me, me and my very pregnant wife have no place to live now," Bobby complained. "The hell do we do now?"

"I could talk to Applejack and let you live on the farm," Remy said. "She won't mind."

"Last time her house got destroyed she stayed at Canterlot, that's an option too," Peter said.

"That's great, but what about us?" Deadpool asked. "Sugarcube Corner got destroyed too, and we have more ponies."

"Oh, I can see if we have room in our place," Twilight suggested.

"NO!" Peter shouted, then got an awkward look from everypony. "Uh, I mean...maybe they can the place in Canterlot instead?"

"Peter..." Twilight scolded.

"Hey give me a break, you wanna have Deadpool in our house?" Peter asked.

"Hey, what about your catchphrase? With Great Power comes Great Hospitality?" Deadpool said.

"I've never said that in my life dude," Peter said.

"Well that should be a saying, anyway you know you like having me around, we're buddies, members of Team Shut Up Already," Deadpool said. "Remember? You, me, Torch, Icey."

"What...kind of a team name is that?" Jill asked.

"It's Nick Fury's idea of a joke," Peter lamented. "Fine, if we have room you can all stay, but that means you have to attend Twilight's classes too."

"Fine by me, is the teacher hot at least?" Deadpool joked.

Peter pulled Twilight close to him, "Back off ninja!"

Jill chuckled a bit, Peter looked cute when he was jealous, though she still had to feel some sympathy for what happened, an enemy of hers caused so much destruction. She knew she and her team would have to work doubly hard to make sure no one else got hurt.

---

Discord in the distance sighed in disappointment, "Even The Leader couldn't last long, oh well it was to be expected. I better get the final test ready, but maybe I'll take a break, creating these portals is such a drain of my powers. Soon I'll have the final test ready, maybe I'll even call on Starlight Glimmer's help, I hoped to wait but with how much things have changed and how many adjustments I've had to make, I may need her sooner than later."

Discord checked through his ball again, looking through the other worlds and locations, spotting Stark in his Manehattan Tower, talking through a radio, Spike training at the Dragon Lair with Princess Ember as Janet observed from the sidelines with her daughter, Carol Danvers training a young girl, King T'Challa observing some tech being built in Wakanda, Ryu meditating near a waterfall, Dante practicing his sword techniques, Chris on a radio himself appearing quite worried, Cloud Strife sitting with some friends at a bar, and finally taking note of the Saiyans in the Dragon World.

However he spotted something strange, "Huh? Sonata? Shocker? Wait how long have they been there!?" Discord groaned in annoyance, "Well I better go pull then out, such an annoyance."

Plans were changing, for Discord and the heroes, but perhaps the greatest danger was still around, and they just didn't know it yet. For in Canterlot, Magneto seemed to have a lot on his mind, especially taking note of the recent invasions and what has been happening. One thing that really caught his mind was The Crystal Heart, wondering what power it could bring.

Plans would resume motion sooner than later.