• Published 3rd Jun 2018
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Spiders and Magic: Avengers Assemble - Masterob



With more superheroes in Equestria, plus other worlds, thing might get even more chaotic. The adventures of the Elements and Marvel Heroes continues.

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Order and Chaos Part I

The following day in Equestria, things were starting to pick up, even if only by a little bit. Peter got word that the Changelings were starting to feel better, some healthy again, others needing a bit more time.

Peter went with Twilight and Wanda to Canterlot, the trio making their way to the infirmary where the Changelings were still resting. Rebecca Chambers was still present, to Peter's surprise, but relief.

"Hey Rebecca, didn't expect to see you here so early," Peter greeted, making his way over with his wife and friend.

"Hi Spider-Man, I spent the night in the castle so I can be nearby in the event I'm needed," Rebecca said.

"You can call me Peter, don't be so formal," the hero insisted. "I mean we've known each other a while and our worlds are friends again."

"Guess you're right, though lots of guys in my world still call you Spider-Man, mostly out of respect," Rebecca said.

"Ha, I'm respected in Capcom, that took a while," Peter said.

"Mostly, of course there are still some who think you're overrated, but compared to like 2 or 3 years ago, it's dwindled, thanks to Ryu's influence," Rebecca said. "Honestly I was surprised to hear that he, Dante and Chris gave you so much trouble, especially Chris since you both had a common goal, that being taking down our former Captain."

"You mean Wesker right?" Peter asked.

"I keep forgetting he was Chris's Captain at one point," Twilight said.

"More than that, he was like a mentor," Rebecca said. "Wesker has always been proud of Chris, calling him his best S.T.A.R.S. member. Chris has always looked up to Wesker, especially considering his parents had passed so Wesker was the only father figure he had for a while."

"Chris never told me about his parents," Peter said, feeling some empathy for the former cop.

"He doesn't talk about it much, I didn't even find this out from Chris, his sister Claire told me," Rebecca said. "That's why they're so close, they're all that each other has as far as family goes. Chris being betrayed by Wesker did change him a bit, probably gave him some trust issues, even Jill had trouble getting through to Chris." Rebecca sat against a wall, thinking over her lost teammates. "I don't blame him for having changed though, Wesker got all our teammates killed after all, including two good friends of mine. It was heart breaking to see my friend Edward die in front of my eyes, even more terrible when he came back as a zombie. Then there's Richard, I keep thinking of ways I could have helped him."

"Take it from me, putting yourself through that isn't worth it," Peter said, going over to comfort Rebecca. "I've gone through the same thing myself, between my uncle being killed because of a mistake I made, then not being able to save a good friend of mine."

"I guess you're right, Edward and Richard wouldn't want me moping over them forever, as far as I'm concerned, they died heroes, especially Richard," Rebecca said. "The only reason that snake never got me was because Richard saved me, I doubt he would want me to have regrets."

"Snake?" Twilight said, getting a bit nervous and looking around. "How big was this snake may I ask?"

"Uh, the size of a train probably, I don't remember, but it was enormous," Rebecca said. "Chris named it Yawn because it always yawned before attacking."

"Right...what did happen to that snake, if I may ask?" Twilight asked.

"It's dead, Chris and Jill killed it," Rebecca said. "Even if it survived their fight, I doubt it survived after the house it was in blew up."

"Oh good..." Twilight said, feeling relieved.

Rebecca looked to Twilight, feeling a bit sympathetic, "Uh, I take it you don't like snakes."

"Not just that, she's also afraid of ladybugs," Peter said.

"I am no!" Twilight shouted, shyly looking down. "Not most of the time at least."

"She's also afraid of the sight of a Quesadilla," Peter pointed out.

"Can you keep any secret!?" Twilight asked. "I'm surprised you never told anyone your identity!"

"Hey I almost told Daredevil once" Peter said. "Besides there's nothing wrong with having a phobia, Ryu's mentioned many times he's afraid of spiders. Janet's actually afraid of them too, which is why she used to hate me."

"Well for starters, I'm not afraid of seeing a Quesada, I just think they're really cheesy, it's weird to me," Twilight said. "No snack should have that much cheese."

"Don't worry Twilight, your secret is safe with me," Rebecca said.

"And me," Wanda said.

"And us," the room full of Changelings said.

Peter looked around, feeling a bit awkward, "I honestly forgot we were in a room full of Changelings, looks like they know all about Twilight's fear of snakes, ladybugs and Quesadillas."

"I don't have a fear of ladybugs or Quesadillas!" Twilight angrily insisted, her magical aura rising.

"I can't help but notice that you didn't mention snakes," Peter pointed out, getting a glare from his wife.

"Peter..." Twilight's eyes started glowing, Peter sheepishly smiling while Thorax snuck away.

"Uh, maybe we should drop the subject," Rebecca nervously said. "She's getting pretty mad."

"Yeah, now's not the time for Extreme Hide and Seek," Peter said.

Rebecca curiously glared at Peter, "Do I even want to know what that is?"

"Let's just move on," Twilight said. "Also if Chris or Jill ever want to talk then we're all ears. The more friends the better I say."

"Maybe you can get through to him, Chris does bottle stuff up," Rebecca said. "He's gone through some pretty traumatic stuff, he acts like he's alright but we can tell he's not as fine a he makes himself out to be. Jill too, I mean she had a giant monster stalking her around Raccoon City years ago, she's even been infected with the virus, she's lucky Carlos was able to treat her fast otherwise she would have been another zombie."

"Yikes, yeah I fought that monster myself, getting chased around by something like that does seem scary," Peter said. "I can relate to the trauma, I've been some pretty intense stuff myself, especially the symbiote stuff."

"Fluttershy still has nightmares about King Sombra, and Nightmare Moon," Twilight said.

"What about you Rebecca?" Peter asked. "How did you handle that experience?"

"Well between being attacked by leeches, including their leader, nearby getting eaten by an oversized snake, almost getting killed by a giant lizard with claws and getting shot by my former captain...I think I'm doing pretty well," Rebecca said.

"Ew, leeches?" Twilight asked.

"Big ones too, like the size of a shoe," Rebecca said. "Human shoes to be precise."

"Gross," Twilight said, just thinking about those creatures made her feel uneasy.

Thorax and Wanda stood there very confused, wondering just what type of things this girl went through in her world.


Back in Starlight Glimmer's village, the mare was writing something down, making plans of sorts. In her home also resided the God of Chaos, that being Loki, who seemed rather bored at the moment.

"So much waiting, so little action," Loki said, using his magic to twirl his staff. "How much longer is this going to take?"

"Be patient will you?" Starlight scolded. "Discord told me that Twilight Sparkle is a very crafty mare, and that her husband is just as crafty, this needs perfect planning if we hope to defeat them."

"Please, I don't need any type of strategy to do away with Spider-Man," Loki insisted. "Strong as he is, he's still only a mortal."

"Well Twilight Sparkle is not some 'mere mortal'," Starlight said. "She's an Alicorn Princess, and Alicorns are capable of powerful magic. They themselves are Godly creatures of Royal Status. It is the very reason you are one of three to turn into Alicorns upon arrival in Equestria, the other two being a hero named Wonder Woman, and your brother Thor."

"Ah, so Wonder Woman has been to this world?" Loki asked in curiosity. "Very interesting development."

"Years ago, during some Tournament," Starlight explained. "But my point stands, if we don't plan this well, then we could be setting ourselves up for failure, and I've worked too hard for many years to allow that to happen."

"I still say you have little to worry about," Loki said. "I am powerful enough to do battle against The Avengers by myself after all."

"Didn't you have to use alien creatures that came from some Cosmic Cube of yours?" Starlight asked.

"The proper term for my Cosmic Cube is 'The Tesseract', for future reference," Loki corrected. "And that was merely for fun, just to spread a little chaos, it is my specialty after all."

"You truly are similar to Discord then," Starlight said, still writing her plans. "First thing's first, I have my own goals. As you may or may not have noticed, all the Cutie Marks in this village have been replaced by my own little design."

"Cutie Mark?" Loki asked.

"The mark on a pony's flank," Starlight said, gesturing to her own. "This equal sign isn't my real mark, that's just a fake. The ones everypony else has are real though, their real marks were taken away with my magic."

"You take these Cutie Marks?" Loki asked. "I take it these marks are quite important then if they're worth taking."

"They are, a Cutie Mark is one of the most important aspects of a pony, sometimes it can even affect their personality, or on occasion, their strength," Starlight said. "All these ponies in my village, they're equal in every way, no one pony cooks better than the other, no one pony is faster than the other, no one pony is stronger than the other. If I can expand this to all of Equestria, becoming the most powerful will be a piece of cake."

"I take it this is your plan against Twilight Sparkle then," Loki theorized.

"Correct, by stealing the Cutie Marks of Twilight and her friends, it will greatly weaken them and I can even manipulate them into joining my cause, once ponies see a Princess under my rule, they'll be more than willing to give my way a try," Starlight explained.

"Perhaps, though aren't there more Princesses?" Loki asked. "What are the odds of them joining this cause?"

"Even if they don't, that's where you come it," Starlight said. "Some of these heroes don't even have Cutie Marks to steal, I don't know if it would even affect them since they're not Equine born, rather humans at heart. But I know they're your enemies first and foremost, so I will give you your opportunity to destroy them."

"Very well, if this helps in getting my goody-goody brother out of the way, then I shall go along with your planning Starlight Glimmer," Loki said. "Perhaps if your plan goes well and you prove yourself to be a valuable ally, I may request your assistance in my taking the throne of Asgard."

"Yeah sure, I'll think about that," Starlight said, resuming her plans. "All I have to do is find a way to bring Princess Twilight and her friends over to this village."

"I believe I can assist with that," Loki said. "Just tell me when your plans are ready, and I shall personally fetch them."


Later on, Peter had gone home with Twilight and Wanda, relieved to know the Changelings were healing quite well. It seems like many of them do appreciate the help they've been receiving, the heroes hoping that this could prevent any dislike toward the ponies of Equestria.

Upon arrival at the station, they were surprised to find the rest of their friends waiting for their arrival, along with a mysterious new pony.

"Wow, this is a surprise," Twilight said upon greeting her friends. "Didn't expect a welcoming party."

"They're probably curious about how the Changelings are doing," Peter theorized.

"Well that was part of the reason we're all here," Applejack said. "But there's another reason."

The mystery pony trotted over to Peter, shaking his hoof with both of his, "Greetings, I am Low Key, it is a pleasure to meet you Spider-Mane."

"Uh, nice to meet you too," Peter said, feeling a bit confused. "Uh, do I know you?"

"No, but I now you," Low Key said. "But then again, everyone does, so I suppose that's irrelevant, hehe."

"Uh...maybe?" Peter said, unsure of how to reply.

"And The Princess of Friendship," Low Key said, taking her hoof in his. "It is an absolute honor to meet with you up close, you're a real legend in Equestria."

"Oh, well I wouldn't say 'Legend'," Twilight bashfully said.

"Oh on the contrary, ponies have told stories of your epic encounters, what with Spider-Mane's time on Earth battling fiends such as The Green Goblin, Venom and The Sinister Six, and Princess Twilight's battles with Nightmare Moon, Queen Chrysalis and King Sombra!" Low Key eagerly spurred out. "Plus your combined efforts against the invaders of Capcom, such as that dastardly Albert Wesker and his demon sidekick Vergil! I've even heard of recent battles, such as one against the Sorcerer Baron Mordo!"

"Wow, you sound like a huge fan of ours," Peter said.

"Oh that's an understatement," Low Key said. "It was hearing your stories that gave me hope when I was living in that accursed village."

"Huh? What village?" Twilight asked.

"Oh it's terrible, absolutely terrible!" Low Key dramatically stated. "A lack of Freedom, no originality, it's sad, just sad I tell you!"

"Tone down the drama dude, what's sad?" Johnny asked.

"About North of this town, there's a village of ponies who desperately need help," Low Key explained. "Those poor ponies are living in absolute disharmony, where everyone is forced to be the same. Including me, I mean look what they've done to our Cutie Marks!" Low Key showed off his mark, which was an Equal Sign.

"That's unusual," Twilight said, examining the mark. "What does it mean?"

"Equality," Low Key said. "All the villagers have them, the leader took away their marks because she said individuality was bad."

"Whoa there, back up a bit," Applejack said. "Did you just say that she took yer mark?"

"That should be impossible," Twilight said. "Ponies can't lose their Cutie Marks, it's part of who they are."

"It's her staff," Low Key explained. "It can remove Cutie Marks! Oh it's just awful! I was lucky enough to get away, but the other villagers, they can't afford to leave, which is why we need your help Spider-Mane, and you Princess Twilight, please save us poor villagers!"

"Uh, sure, that's what Heroes and Princesses are for," Peter said.

"And we'll all help too!" Pinkie said. "It'll be one big adventure! The Elements of Harmony and the Heroes of Marvel!"

"Pinkie, that's nice, but you're pregnant," Peter said. "I don't think that's safe."

"She ain't the only one," Remy pointed out, eye gesturing to Applejack and Twilight.

"Don't worry about me, it wouldn't be the first time I've faced potential danger while pregnant, and somehow I don't think whomever we're dealing with will be as bad as The Green Goblin," Twilight insisted.

"Still, I'd feel better if you brought your superhero suit," Peter said. "The magic should protect you and the baby should anything happen."

"What about Applejack?" Remy asked.

"Uh, I don't have a suit for her, better she and Pinkie Pie stay back, but we'll all keep an eye out for them," Peter said.

"Splendid, the more the merrier I say, plus the increased chance of success," Low Key said. "Besides, I assure you that as bad as this pony is, I doubt she'll pose much danger so your wives and their seeds should be safe."

"Well first thing's first," Applejack said. "We gotta get the Brotherhood here to Canterlot, bringing them on this trip might be too much."

"And contact foalsitters for our children," Rarity said.

"We gotta prepare too, if this pony has magic strong enough to remove a Cutie Mark, she might be a very formidable threat," Twilight said.

"Let's swing by our homes first then, get all the gear we need," Applejack said.

"How long do you think this might take?" Johnny asked

"Uh, not sure," Applejack said. "Prepare fer a couple of days at least, that's how long some of our adventures take place anyway."

"A couple of days?" Bobby asked. "Maybe that's how long it took before we came along, but we get things done fast, a couple of hours should be enough."

"Better safe than sorry, just bring what ya think you'll need," Applejack suggested. "Just the essential stuff."

"I really do appreciate all your help," Low Key said. "I just know that with your combined efforts, all will be right and things will return to it's proper order."

"It's no trouble at all," Twilight said, flashing a friendly smile to the pony.

Low Key seemed grateful up front, however deep lurking within him was a pony with a master plan, with these fools being a stepping stone towards that plan's completion.

An hour passed by and the heroes were ready to move, especially after finding foalsitters for their kids. Aunt May would be keeping an eye on Mayday, The Apple Family keeping tabs on Oliver, Laura and Lighting Dust foalsitting Rina, the three apprentice seamstresses of Rarity watching over her child as well as Bow Hothoof and Windy Whistles watching over Firefly. Twilight was in her Amethyst Sorcerers suit, joined by The Elemenets, Peter in his Spider-Man suit, The Heroes in their gear, and Rumble, all of them on their way to this mysterious village.

"Wait, what's Rumble doing here?" Bobby asked, taking note of the colt.

"Hey, I heard there was a town full of ponies who lost their Cutie Mark, I wanted to check it out," Rumble explained, looking eager to go to this mysterious village.

"Uh, Rumble?" Twilight said, approaching the colt she had once taken in. "I appreciate you wanting to help, but thirteen ponies might be a bit too much."

"I won't get in the way, I just want to see what a true town of ponies looks like," Rumble said.

"True town?" Twilight asked.

"Yeah, no Cutie Marks telling you what to do, whoever this pony is that took those Cutie Marks, they're straight up geniuses," Rumble said.

"Genius!?" Rainbow Dash asked. "Rumble, what's so genius about taking Cutie Marks?"

"Wait, are you still on this whole 'Cutie Marks are bad' thing?" Applejack asked. "Didn't mah sister get through to you?"

"Hey I respect that she's a Cutie Mark Crusader and that she loves helping others," Rumble said. "But come on, I know what heartache Cutie Marks caused for her, it's frustrating to just about everypony, honestly Cutie Marks just seem like a cruel prank from Equestria's divine forces."

"Cutie Marks exist for a reason Rumble," Twilight said. "They're part of a pony, and they're nothing to be ashamed of."

"Peter's world doesn't need Cutie Marks and they're fine," Rumble said. "Even Bobby there still doesn't have his mark."

"Don't remind me, Sweetie Belle won't stop bugging me about it, even Laura hasn't earned her Mark yet, but she really doesn't give a crap," Bobby said.

"Neither one of you have done anything impressive yet, that's why," Deadpool taunted.

"Shove off jerk-face," Bobby said.

"Rumble, just go home for now," Twilight said. "I don't know what to expect and I don't want to risk anything bad happening to you."

Rumble groaned in disappointment, "Fine, only for you Twilight. But tell me what it's like when you get back."

Rumble flew off and made his way back home, to which Bobby had to wonder, "Wait didn't he move?"

"Cloudsdale really isn't that far away, at least not for a Pegasus with super speed, and Rumble's a really fast flyer," Rainbow Dash said.

"Plus he's still dating Apple Bloom," Applejack said. "So of course he comes by very often."

"I still want to take him back into our house," Twilight said, then turned to her husband. "Think Flitter and Cloudchaser will eventually decide to move in with us? We have the room for it."

"Hard to say, I do miss having Rumble around but I say he and his foalsitters should be left as they are, if they need help we'll be there but for now they're doing fine without us," Peter explained.

"Yeah but..." Twilight thought it over, still desiring to have the colt back in her home. They bonded quite a bit, and she does miss that bond. "Oh, I guess you're right."

"It's not like we don't get to see him, and he can still do sleepovers, that will make Mayday happy, but for now, let's let him grow on his own," Peter said.

"Wow Peter, those are quite the words of wisdom," Johnny said. "Too bad wisdom means old age, you're getting old Peter."

"Says the guy who's my age, so if I'm old, then so are you," Peter said. "Might explain the gray."

"What gray!?" Johnny asked, frantically searching for a reflection. "Someone hand me a mirror!"

"No one here has hands dude," Peter joked, getting a glare from Johnny.

"I will burn you!" Johnny warned, heating up his fire for emphasis.

"Johnny, chill, he's just screwing with you," Rainbow Dash said. "You don't have any gray on you."

"Yeah, listen to Gray-bow Dash," Peter joked, receiving a glare from the Pegasus.

"Just wait til you get some gray hairs Parker, I'm going to rub them in your face!" Rainbow Dash warned.

The ponies were grateful the train was finally arriving, they no longer had to listen to this nonsense. The heroes climbed aboard and were on route to this mysterious town, wondering what would be in store for them upon arrival.

It was a lengthy ride but the twelve ponies had gotten off at the stop that Low Key had told them and were on their way to this mysterious town. After some traveling they eventually spotted the town from the distance, or what they thought was the town.

"Think that's the place?" Bobby asked.

"Might be, no other town nearby," Remy said. "Don't think so at least."

"Rainbow Dash, Johnny, mind circling the area and seeing if there's any other town nearby?" Twilight asked.

"You got it sis," Johnny said, flying up with his wife, the two flying into the distance to search around.

"I really hope that isn't the town," Rarity said. "Even from over here it looks so dull, what if I have to stay here?"

"We better," Bobby said, dragging around a huge suitcase. "I refuse to have lugged this thing around for nothing."

Applejack sighed at the sight of the suitcase, then turned to her fashion friend, "Tell me again why you brought so much junk?"

"Junk!?" Rarity shouted, highly offended. "That's not junk! It's my basic survival equipment!"

"Basic she says," Bobby lamented as he continued to drag the suitcase. "It's like you squeezed your entire shop into this thing."

Rainbow Dash landed down near her friends, "No other villages nearby, that's gotta be the place."

Johnny also landed nearby, "Though I got a nice glimpse of the town, it looks so deprived of life."

"If Cutie Marks have been taken, then it makes sense that ponies would feel that way," Twilight said. "Let's hurry, we mustn't dawdle."

"I can only imagine what those poor ponies are going through," Fluttershy said as she followed her friends into town.

As soon as they arrived in town, they were met with nothing but smiles, everypony seemed to be smiling and happy as they went about their day.

"Uh...is this really the right place?" Applejack asked. "Everypony looks happy."

"Too happy," Johnny said. "All these smiling ponies just looks odd to me."

"This is the right place, check the Cutie Marks," Logan said, gesturing to the fact that everypony in town had an equal sign Cutie Mark.

"Well they look happy considering their marks got nabbed," Johnny said. "Maybe Rumble was right about the Cutie Mark thing, ponies probably feel happier without them."

"They're not happy," Pinkie Pie said, getting everyone's attention. "I know smiles, and those smiles aren't real, they're fake."

"Uh, fake?" Applejack asked. "How can you be sure?"

"Nopony smiles like that when they're genuinely happy, they're forcing it," Pinkie Pie said. "They're trying too hard to be happy because they're really miserable deep down."

"Oh, so it's kind of like how I make jokes when I'm nervous," Peter said.

"Dude you make jokes all the time, what do nerves have to do with it?" Johnny asked.

"Hey, I don't always makes jokes you walking, talking flashlight," Peter said.

"You just made one right now!" Johnny shouted in disbelief.

"That's not a joke, that's an insult," Peter corrected.

Twilight angrily stomped her hoof, getting the heroes' attention. "Will you two knuckleheads knock it off, or did you forget there's a reason why we're all here!?"

"Sorry Twi," both stallions apologized.

"All we have to do is find the leader," Logan said. "Then we can get answers."

"Oh I can help with that!" A voice said, startling Logan to the point where he unsheathed his claws at the stallion's neck. "Wow, you almost got me there, would have been really painful if those things actually touched."

Logan took a breath, realizing it was just a civilian, but his continued smiling despite being threatened a moment ago did seem very odd to Logan, "Sorry about that, but next time you shouldn't sneak up on a guy."

"I learned that the hard way!" Deadpool said, grinning like a dofus. "Many times!"

"Well you all look very new to Our Town, so I will be the first to show you around," the stallion said. "My name is Double Diamond, and you are...wait." He got a good look at the ponies. "I think I know who you are, Princess Twilight, Spider-Mane and their merry group of friends!"

"Sure, lump us all into one category," Bobby sarcastically said.

"Oh hush Bobby," Rarity scolded, then turned to Double Diamond. "That we are, it is nice to meet you Double Diamond. I in particular am Rarity."

"We've all heard of you and your clothing line, you're quite the celebrity," Double Diamond said.

"Oh, ponies know me, perhaps I can set up a shop here in the future," Rarity said.

"Oh that can't happen I'm afraid," Double Diamond said. "Your clothes are too nice, and it would make the other ponies feel bad if they can't make clothes as lovely as yours, here in Our Town, nopony is better than anypony else at any task, we're all equals!"

"That...sounds counter-productive," Peter said. "Then again it's just clothes, ponies usually don't wear any, so I guess a Seamstress would be kind of useless."

"Useless!?" Rarity shouted, causing Peter to flinch. "You're lucky there was a pony like me who could fix your suit when you first arrived in Equestria, and that was a never ending job considering how much you constantly totaled it!"

"Hey give me a break, I never really realized how bad it got, I usually fixed it myself, but then turned into a pony and I couldn't use my hooves, or horn!" Peter said.

Twilight shook her head and tried to get the conversation back on track, "So, Double Diamond, you said that everypony here is the same in skill?"

"That is correct, of course everypony still has their own job to do, we have our own bakery," Double Diamond said, gesturing to the town baker. "Hi Sugar Belle! Meet some new friends of ours!"

"Why hello," Sugar Belle greeted. "It's always nice to have travelers."

"Not just any travelers, Princess Twilight and Spider-Mane!" Double Diamond said. "And their Merry Friends."

"Gonna have to ask you to stop calling us that, it's lame," Johnny said.

"Johnny, be nice!" Twilight scolded, then turned back to Sugar Belle. "It's a pleasure to meet you."

"Same here," Peter said, bowing to the mare. "Town baker huh?"

"Yes, I just love baking, want to try some of my muffins? On the house for you new travelers," Sugar Belle said.

"That's mighty generous of ya," Applejack said. "But we shouldn't-"

"Hey! Don't turn down free muffins!" Deadpool said, walking over to Sugar Belle. "We'll gladly take your offer."

"Be right back," Sugar Belle said, heading inside.

"Uh, Rarity, is she a relative of yours?" Bobby asked, gesturing to where Sugar Belle went.

"Huh? No, why?" Rarity asked.

"Well, her name's 'Sugar Belle', reminds me of 'Sweetie Belle', so I thought relative," Bobby said.

"It's just a similar name, we're not related," Rarity insisted. "I don't think so at least, I feel like my parents would have said something."

Sugar Belle came back with a tray of muffins, twelve to be precise, one for each pony. "Dig in!"

The ponies trotted over and each grabbed a muffin, taking one bite out of it. Immediately they felt the urge to gag, but stomached it for the moment, not wanting to upset Sugar Belle.

"These are...rather unique tasting muffins," Twilight said.

"Oh that's impossible, nopony bakes better than anypony else in this town," Sugar Belle explained.

"The hell!?" Deadpool shouted. "So you're as bad as the worst cook in town!?"

"We prefer to think of it as, everypony being the best cook in town," Double Diamond said.

"Ok, this needs to be fixed, pronto!" Deadpool said. "Take us to your leader so we can bitch-slap them."

"Deadpool!" Twilight angrily shouted, then turned to Double Diamond and Sugar Belle. "Please forgive him, he makes very stupid and inappropriate jokes sometimes."

"Oh that's fine, he seems like the prankster type, and we all enjoy a good laugh," Double Diamond said, both he and Sugar Belle doing a rather monotone and forced laugh.

"Oh don't tell me, everypony has to laugh the same," Deadpool commented.

Pinkie gently rubbed her stomach, "I'm sorry to put you through this little one, when we get home-" Suddenly Pinkie had to vomit, so she quickly ran to a nearby bucket and puked.

"Oh, did she not like my muffins?" Sugar Belle asked, looking a bit hurt.

"It's not that, she's pregnant and well, that's how pregnant mares can be," Twilight pointed out.

"Oh, yeah that makes sense, that's actually cute then, who's the lucky father?" Sugar Belle asked.

"That'd be me," Deadpool said.

"Well congratulations sir," Sugar Belle said. "Your wife is a very lovely mare."

"Of course she is, everyone loves Pinkie Pie," Deadpool looked to the 'screen'. "Best Pony, am I right?"

Sugar Belle looked around, "Uh, who's he talking to?"

"Don't ask," Logan said.

"Let's just hurry on," Twilight said. "Talking to your town leader is why I came after all."

"Sounds exciting, maybe she'll give you a nice, warm welcoming party," Double Diamond said. "We have a pony who specializes in party planning."

"I don't suppose he's from out of town, is he?" Pinkie asked.

"Oh no, he's a local," Double Diamond said.

"So, since he's a local, his party skills are likely as good as yours," Deadpool said, afraid of where this was going.

"Of course, we're all equals, but everypony has a task to do, because somepony's gotta do it," Double Diamond said.

"Well, it's just parties, anyone can throw a party so it should be fine," Bobby said, getting an angry eye twitch from Pinkie Pie.

"Note to self, fire Bobby out of my party cannon," Pinkie muttered.

"Oh, here comes Party Favor now," Sugar Belle said, gesturing to the Unicorn Pony, who seemed to be accompanied by a Pegasus.

"And he's being joined by our good friend Night Glider," Double Diamond said. "She loves flying, and performing tricks."

"Wow really!?" Rainbow Dash said. "Maybe she can show-"

"Uh Dash, remember, everyone's an Equal," Johnny said. "I doubt she can do anything the others can't."

"Oh right," Rainbow Dash dejectedly said.

"Double Diamond, who are the guests?" Party Favor asked. "There sure are a lot of them."

Double Diamond turned to greet his friend, "It's Princess Twilight, Spider-Mane and their merry-"

"Their friends! That's all!" Johnny interrupted.

"Johnny, relax yourself!" Twilight scolded, then turned to Rainbow Dash. "Can you please keep Johnny from acting up?"

"Hey he's not wrong about the 'Merry' thing," Rainbow Dash said.

Twilight rolled her eyes in annoyance, of course those two can be hive minded, "As Double Diamond said, I am Princess Twilight Sparkle, I came to meet your town leader."

"Oh yeah, she's been expecting you," Night Glider said. "She said to meet her up on that mountain area, in the Cave of Forbidden Desires."

"Cave of what?" Peter asked. "Weird name."

"Thanks, I just thought of it myself, I don't think that's the actual name though," Night Glider said. "Pretty unique huh?"

"Night Glider!" Sugar Belle scolded. "You know what our leader Starlight thinks of uniqueness, nopony should be better at something than anypony else, that's the fastest way to lose a friend."

"You're right, I'm sorry Sugar Belle," Night Glider lamented.

"Now hold on there," Applejack said. "How can a pony being better at something make them lose friends?"

"Well if one pony can do something incredible and the other pony can't, then that pony might start to feel bad about themselves," Sugar Belle explained. "It wouldn't be nice to flaunt your talent and your differences, that makes you a poor friend."

"That's just silly! Me and mah friends all have different talents and that doesn't bother us," Applejack said. "Pinkie Pie bakes better than us, but we don't feel bad for that because we love her cooking!"

"Aw, thanks Applejack, and nopony can buck trees like you," Pinkie Pie said.

"Dash and I do wicked awesome stunts, ponies admire us for how kickass we are," Johnny boasted.

"Rainbow Dash being a better flyer never once bothered me," Fluttershy explained. "She loves what she does, and I love what I do, taking care of animals."

"Hm, now that doesn't make sense," Sugar Belle said. "How can you all be friends if you're all so different, friends should have things in common."

"You can have something in common and still be different than somepony else," Peter said. "Me and Twilight both love science, but she excels more at the magic aspect while I'm more into chemistry."

"Like Johnny, I enjoy looking very fashionable," Rarity said. "Yet he doesn't design clothes, I however do."

"Pinkie Pie and I both enjoy a good time," Remy said. "We both like partying, though her parties are a little different than the ones I'm used to, but that don't stop me from having a good time."

"The best friendships are the more diverse ones, because they lead you to new experiences," Twilight explained. "What exactly has this leader of yours been teaching you?"

"And does this have anything to do with why she's been taking your Cutie Marks?" Peter asked.

"Starlight says they cause nothing but trouble," Sugar Belle said. "And that we'd be happier without them."

"I don't suppose this Starlight girl came to Ponyville at any point, this sounds like stuff Rumble would say," Bobby said.

"We'll discuss that later, let's go to this cave," Twilight said, following the four ponies with her friends.

After a few minutes of trotting, the group had arrived inside the cave where they came across the most unusual thing. In the cave was a glass case where all of the town's Cutie Marks were. This of course came as a big surprise to Twilight and her friends.

"What in the world?" Rarity stated. "All of the Cutie Marks! They're locked up in this cave!"

"So this Starlight chick really does have that type of magic," Bobby said. "Pretty gnarly if you ask me."

Twilight looked quite upset by this, whoever this Starlight mare was, she was messing with pony nature, and she could not allow this to be. "Where is this Starlight pony?"

"I'm right here?" Starlight said, appearing from behind the group. "Princess Twilight Sparkle, welcome to my village. Or rather just outside the village, but I believe you had a chance to explore Our Town."

"We did, and we're not exactly thrilled with what we've seen," Twilight said.

"Oh, what could be the problem?" Starlight asked, feigning concern.

"For starters, none of the ponies don't seem to be allowed the chance to be unique, everypony has to have the exact same skillset," Twilight said.

"Don't want ponies feeling less than special, that would be bad for moral," Starlight explained.

"What about this whole idea that being unique leads to losing friends, that is so far from reality. Having something you're good at doesn't make it hard to make or keep friends," Twilight explained.

"Ponies might feel useless if they know someone who's better than them at something, plus it's hard to make friends when you don't have a lot in common," Starlight said.

"What about these Cutie Marks, explain those!" Twilight said.

"My Staff of Sameness helped with that," Starlight explained, holding up the staff. "Cutie Marks represent individuality, without those ponies can be the same and I can help them achieve true happiness. I am simply following my vision of the Magic of Friendship."

"There is nothing friendly about this, taking away a pony's individuality is terrible!" Twilight said. "As a Princess of Equestria, I'm afraid I cannot allow this."

"You would take away the happiness of my friends?" Starlight asked in mock shock. "That's so...unfriendly of The Princess of Friendship."

"Save it, if your friends were happy, one of them would not have escaped to warn me of your treachery," Twilight said.

"Friend? What friend?" Starlight asked, grinning somewhat sadistically.

"She's totally messing with us now," Johnny said, then stepped forward. "Some dude called Low Key, he said you were kind of nuts."

"Low Key huh? Funny, I don't seem to recall that being a resident of my town," Starlight said, innocently tapping her chin.

"Hey, just so you know, I can pretty much tell when someone's lying," Peter warned. "Little something my friend Daredevil helped me out with, even if we do it our own way. Something in common, but still unique, like Friendship is."

"How nice, you are nice ponies, but somewhat gullible," Starlight said.

"Gullible? How?" Applejack asked. "Because we see right through you?"

"No, because you couldn't even figure out right away who this 'Low Key' was," Starlight said. "Honestly I didn't expect him to pick such an obvious name, but I guess it was too obvious for you to notice."

"That makes no sense at all, what are you talking about?" Peter asked.

"You're from Marvel Earth Spider-Mane, doesn't the name 'Low Key' sound familiar to you?" Starlight asked.

"What is she even..." Peter thought more about the name, sounding it out in his head when he realized something terrible. "Oh...crap."

"Peter, what's wrong?" Twilight asked.

"Low Key...Loki!" Peter said. "You're telling me that pony back home was Thor's brother Loki!?"

"Loki!?" Logan shouted, thinking back to the pony. "Oh no!"

"Well I suppose since you thought he was Equestrian then maybe the idea of him being Loki was a bit unrealistic," Starlight said. "Still, it's just funny how he fooled you all like that."

"Why is Loki in Equestria!?" Peter asked. "Lady, you have a lot of explaining to do!"

"He's just here to see his brother, and find a nice seat somewhere in Canterot, preferably the Throne where Princess Celestia normally sits," Starlight explained.

"We're not letting that happen!" Twilight said, about to leave when Starlight created a magical barrier wall.

"I don't think so, I can't let you interfere with Loki's plans, plus I have plans of my own," Starlight said, just as a group of villagers started making their way into the cave, Starlight allowing them to surround the heroes. "Those ponies are trying to destroy our way of life, let's try to 'convince' them our way is the only way!"

The Elements and Heroes all got into a defensive stance, keeping a full eye on all the ponies, ready to strike if need be. They just hope that they fix this fast, knowing the danger that Princess Celestia is in.


In the city of Canterlot, Celestia was over looking some documents with Cap right by her side, standing guard near the Princess. Suddenly the skies outside started to darken, much to the concern of Celestia and Cap, the two making their way to the Balcony.

"What's happening?" Celestia asked.

"I don't know, it got dark pretty fast, but it's not nighttime yet, is it?" Cap asked.

"No, it shouldn't be, not for a few more hours," Celestia said.

Suddenly a large magic beam struck a tower of the castle, the two frantically looking to see where it came from.

"Is it those rebels again!?" Cap asked. "The ones who attacked The Changelings!?"

"I don't know, but we can't allow any harm to befall the ponies here! I'll go alert Luna, you call The Avengers and try to find whoever's doing this," Celestia said.

"Will do," Cap said, leaping off the balcony as Celestia ran to find check on the other ponies. He landed down below and immediately contacted Hawkeye, "Clint, where are you!?"

"In Canterlot, I just saw the beam attack," Hawkeye answered. "Got any idea what's-"

Suddenly it sounded like Clint had taken a blow, his communications cut short, "Clint!? Clint!" Cap started feeling worried, "Dammit, I hope he's alright!" He ran out to the front of the castle where a crowd of ponies were seen running away as more beams fired out. Cap found an injured Haweye and ran to him, checking his injuries. "Clint, are you hurt?"

"I'm fine, just a sucker punch," Hawkeye said, standing up. "Still, who could be doing this?"

"Captain America..." Loki said, making his presence known to the lead Avenger. "Or is it Captain Equestria now?"

"I recognize that voice...Loki, is that you?" Cap asked.

"Wow, impressive that you figured it out fast, too bad Spider-Man wasn't that clever," Loki taunted.

"Peter...What does he have to do with this?" Cap asked.

"I didn't bring harm to him or his wife, though I did send them and some friends of theirs on a nice vacation to another part of Equestria, a pretty remote village if I might say, whether they come back in one piece or not, that I cannot say," Loki explained.

"Why are you in Equestria!?" Cap asked, looking ready for a fight.

"It's simple," Loki said. "I want to rule and take all the magic for myself, then use that magic to rightfully take my spot in Asgard. I shall rule over both these realms, and perhaps more, starting with Midgard."

"Like hell we'll allow that," Hawkeye said.

"Of course you would say that, goody-goody heroes," Loki said, looking around. "Tell me one thing though, where is my brother Thor?"