Spiders and Magic: Avengers Assemble

by Masterob

Order and Chaos Part II

At The Crystal Empire, Magneto, who was there visiting, was seen in the library reading from an old book. He was reading up on the magic of Equestria, including it's various artifacts, including the Crystal Heart.

"This world's magic is quite extraordinary," Magneto said. "If one were to have possession of all these artifacts, they could be quite the force. The Crystal Heart that protects this town in particular is amazing in itself. It would explain why Baron Mordo came to this city some time ago." Magneto put the book away, then began looking for another book, "If only there were more on the study between Equestrian Magic and Earth Magic, and what one can use to increase their own power."

"Eric!?" Cadance called out, getting Magneto's attention. "I've been looking for you."

"I apologize if my absence worried you my dear Princess," Magneto charmingly replied.

"It's not that, I just got word that there's trouble right now in Canterlot, we're worried there might be more villain attacks soon, we want everyone properly guarded and secured should they come to this Kingdom," Cadance said.

"Oh my, another attack, another string perhaps, similar to months past?" Magneto asked. "Well, regardless I shall accompany you to the proper location to reside until this matter is settled."

Magneto joined Cadance as she escorted him into her castle, hoping to keep some form of security, though not without the older mutant bringing a few books with him, he still had some research to do.

---

Back at the cave near Our Town, the ponies under Starlight's control had surrounded the Elements and Marvel Heroes, blocking any chance for an exit.

"Those smiles are really starting to bug me," Johnny said, staying close to his friends.

"What now? Do we fight?" Remy asked, keeping his staff ready.

"We can't fight them, they're just helpless ponies," Flutterhy said, staying close to Logan.

"Well those 'Helpless Ponies' look like they're ready to attack us," Bobby said, looking ready to blast them.

"Oh just what will you heroes do?" Starlight taunted. "Will you attack the very ponies you swore to protect, or surrender and fail them all? Either way, you lose."

"Peter, your webbing!" Twilight instructed.

"Good idea!" Peter said, using his webbing to tie up all the ponies. "Ha, loophole! My webbing doesn't hurt unless I make-HEY!"

Peter found himself being lifted off the ground by Starlight's magic, "You should really pay more attention to your surroundings."

"I got ya Pete!" Johnny said, sending a fire blast at Starlight, then surprising him by teleporting out the way. "Where'd she-"

Starlight reappeared behind Johnny and blasted him using her stick. "Not a good idea to play around with fire."

Deadpool went to attack her with a kick but Starlight quickly put a shield up, blocking the attack and blasting Deadpool. Remy tried attacking from behind with his cards but Starlight destroyed them mid-air, creating a blast that knocked Remy back.

Starlight then tossed Peter right at Logan, just before the mutant went to attack. Applejack wrapped her lasso around Starlight, but she immediately teleported out of the binding and zapped the farmer pony to the ground.

"I expected more of a challenge, but I guess my power is too much for all of you," Starlight said. Rainbow Dash silenced her smug attitude with a kick to the back.

"Still think you're all tough?" Rainbow Dash taunted. She went to attack again, but some Pegusai blocked her path. "Hey! Out of the way!"

"I got them!" Bobby said, freezing some of the ponies. "I think they can handle a little chill, and this way we're not really hurting them."

"There's more behind you!" Logan warned. Fortunately Bobby created a wall of ice that captured the ponies.

"Nice try, I'll keep freezing them and get them out of the way," Bobby said.

"Oh no you don't!" Starlight said, blasting Bobby to the wall. Peter couldn't help but notice some magic coming from her horn as she did that.

"Wait, is she..." Some ponies tried grabbing Peter but he webbed them to the walls and ceilings, "Think that's all of them."

Meanwhile Rarity had confronted Starlight, looking rather infuriated. "How dare you hurt my husband!" She zapped at Starlight, but the mare quickly teleported and blasted Rarity.

Starlight looked around to see who else wanted to fight when Peter rushed in and kicked her aside. Starlight was quick to stand and tried blasting Peter but he webbed her horn, stopping her magic.

"You can stop using your stick, I know you're faking it," Peter said. "That staff is totally useless, isn't it?"

"It adds to my mystique," Starlight said, ready to do battle some more. "And it's good for tricking those other ponies into doing what I say."

"Huh? How is this staff suppose to help you trick them?" Peter asked.

"You might not know this, but Cutie Marks are a very vital part of a pony, at least once they appear," Starlight said. "If they are forcibly removed, the pony takes a loss in strength, speed and magic. To remove the Cutie Marks from these ponies, I needed powerful magic, but if I remove my own mark, I wouldn't be able to use my magic, which is why I have this staff. It gives them the illusion that I found a magical item that allows me to remove Cutie Marks while pretending to not have one of my own."

"So you've been deceiving them?" Twilight asked, gesturing to the frozen ponies. "You tricked all these innocent ponies into following your insane ideas!?"

"They're not insane! They're revolutionary, we don't need Cutie Marks dictating our lives! But everypony is too desperate to get theirs in a feeble attempt to feel like they matter or that they belong!" Starlight said. "That's why I'm here, to free them from that mediocrity."

"Well you won't have much of a following anymore Starlight," Johnny said, readying his fire. "Because I'll melt the ice off these ponies and expose them to your crap."

"Good luck, it's my word against yours, and they'll obey anything I tell them," Starlight said.

"Starlight?" the mare heard. She turned to see Sugar Belle, completely unfrozen, and not alone. She along with her friends had ran to dodge the moment a fight started breaking out.

"Oh, didn't think any of you could still hear," Starlight nervously said. She thought they were all frozen, or webbed up.

"You lied to us?" Double Diamond asked. "You never gave up your Cutie Mark?"

"Of course I did," Starlight said, pointing to her Equal Sign. "See?"

"But then how are you using magic?" Party Favor asked. "You said you couldn't use magic without your Cutie Mark."

"Uh..." Starlight tried thinking of something. "Because it's...my role! Yeah, my true role in Equestria is helping ponies like you, so by all good graces, I was allowed to keep my magic."

"Why did you use that staff to fool us then?" Night Glider asked.

"Uh...because it would have made things easier to understand," Starlight said. "Look, I truly am one of you, so let's finish what we started and do away with these miscreants."

"Yo Starlight!" Bobby said, then tossed a block of ice at her. However, just before it hit, Johnny hit the ice, creating water that splashed all over Starlight.

"Seriously!? How juvenile can you fools get?" Starlight asked.

"Y-your mark!" Party Favor said, pointing to her Equal Sign. "It's melting!"

"Wait what!?" Starlight turned and saw the make-up she applied to her flank washing away and revealing her true Cutie Mark, which was that of a Glimmer. "Oh no!"

"That's a Cutie Mark!" Party Favor said. "You...you lied to us!"

"N-no, it's not what you think!" Starlight insisted. "I really do want to help you, Cutie Marks are truly a burden, if I could be rid of mine I would but, I need mine to use my magic! Don't you understand that this is all for you!" Starlight pointed to the heroes, "They're the real enemy here! They're the ones trying to destroy our lives! You should be fighting against them!"

"Don't bother making excuses," Logan said. "You said it yerself, you just want ponies to do what you say, likely to compensate for an insecurity."

"What do you Earthlings know about our struggles?" Starlight asked. "You don't know what it means to be different, to be treated differently just because of something have no control over!"

"You really don't know nothing about Earth, do you," Remy said. "Getting judged for something beyond our control is the story of my life, and I ain't the only one."

"Oh boo-hoo, so one or two of you had it rough, you have no idea what I've been through! I'm just trying to spare them the pain and suffering I went through!" Starlight said.

"All of us go through that! You're not alone!" Peter said.

"Then let me help you! Like I helped them!" Starlight shouted, gesturing to the four ponies. "The only way for us to be happy is if we're all equal!"

"You mean, aside from you?" Party Favor sassed.

Starlight looked furious, like she was ready to blast Party Favor off the mountain.

"Everypony has unique talents and gifts," Twilight interrupted. "And when we share them with each other, we-"

"Will you be quiet!" Starlight shouted, spooking Twilight.

"H-hey! No one tells my wife to be quiet!" Peter shouted. "Only I can do that."

"Uh, you've actually said that to her?" Bobby asked.

"What are you stupid, of course not, she'd kick my butt," Peter said.

"Starlight, you can't have a Cutie Mark while the rest of us are blank flank," Sugar Belle said. "Either you become Equal like us, or nopony is Equal."

"If you value your life, I suggest shutting that damn mouth of yours, before I shut it for you, permanently," Starlight warned, powering her magic. "Maybe you four know that I've tricked everypony into giving up their Cutie Mark, but it's still my word over yours."

"And it's your word that just doomed you," Johnny said, getting her attention. When Starlight turned around, she was shocked to see that all the ponies that were frozen had been thawed out by Johnny.

"B-but how! they were still frozen just a second ago!" Starlight said.

"I work fast," Johnny said, blowing some fire off his hoof in a show off style. "Just in time too, seems like they heard your little explanation about your true magic."

"No! You fool! You absolute fool!" Starlight shouted, quickly blasting Johnny, but the fire hero had dodged and sent a fire blast of his own, knocking Starlight back toward the cave entrance. She turned around and saw that she was about to be outnumbered, with all the ponies now against her. Thinking quickly she made a run for it, leaving the others still in the cave.

"She's getting away!" Bobby said, then started creating an ice path. "Come on, let's go get her!"

Twilight destroyed the glass wall that occupied the Cutie Marks, allowing them to return to their rightful owners as she too pursued Starlight with her husband and their friends.

Upon getting his own mark back, Double Diamond rounded up Night Glider, Sugar Belle and Party Favor, who too regained their mark. "We gotta help them!"

"Yeah, we can't let Starlight get away with tricking us!" Night Glider said, ready to fly. "Let's go!"

The four ponies followed the direction Starlight and the heroes were going, determined to make things right.

---

Back in Canterlot, Loki had continued his attack, having blasted away many of the guards, most of them trying hard to fight back, but all for naught as Loki was too much for them.

"Avengers, assemble!" Cap ordered, rushing in and tossing his shield.

"This old disk?" Loki said, blasting it back. "How predictable."

Loki blasted Cap to the wall of Canterlot Castle, then readied another attack when he was interrupted by Iron Man.

"I don't think so!" Stark tried blasting Loki but the God blocked and zapped Stark out of the air.

"You and your silly toys Iron Man," Loki taunted. He then came face to face with Thor, "Ah, brother."

"Don't 'brother' me, why are you here Loki!?" Thor asked, attempting to attack with his hammer.

"I have my reasons," Loki said, dodging Thor's attack and blasting him to a tower. When he though the God was distracted, Hawkeye shot some arrows at Loki. It didn't work since the Chaos God had quickly destroyed them prior to impact. He then used his magic to levitate the archer off the ground, "Did you honestly expect your inferior mortal weapons to be of any match against me?"

"Probably not, but it kept you distracted," Hawkeye said.

"Distra-" Loki was blasted out of the sky and to the ground by Luna. She hovered over him, glaring down at the God, "How dare you come to our world and cause trouble!"

"You must be one of the Princesses, and given your appearance, I'd say you must be Luna, Princess of the night," Loki said.

"You guess correctly, we in Equestria have no desire for your presence or that of your chaos magic, one being of that nature is more than enough," Luna said.

"I am more than just chaos, even if that's my specialty," Loki said, blasting Luna away. "But we could use a few less Godly beings, perhaps you and my brother can be among the first to go."

As Loki stood up to attack some more, Cap rushed in with his shield and used it to get a good punch in on Loki. "I won't let you bring any harm!"

Loki whacked Cap with his staff, knocking him back. "That is beyond your power I'm afraid, dear Captain."

Loki used his magic to levitate a tower off of Canterlot castle and tossed it right at Cap, the hero quickly using his shield to block, minorly negating the damage he took.

Luna reappeared and attacked Loki from above with a magic blast, one he held at bay with his hooves. He seemed to have the advantage at first until Celestia showed up and assisted, the two sisters amping up their power and Loki doing his absolute best to fend off their attack.

"Keep at it sister!" Celestia encouraged, her and Luna putting in more magic, Loki trying to hold back but was starting to get pushed through the ground.

"What strength, I can see why they are the guardians of this world," Loki commented, summoning more magic. "But I shall not be deterred!"

Loki teleported out of the way at the last second, reappearing above the Two Sisters and blasting both of them to the ground.

"Princesses!" Sunset shouted in worry, going to check on them.

"Ah, what's this? Another pony entering the battle?" Loki asked, floating down toward Sunset Shimmer.

As he got close, Stark flew in again with a surprise punch to Loki, "Got you!" He then blasted him a few times with his rays. Loki managed to place up a forcefield and got in close to whack Stark with his staff, then blasted him with the magic off the Tesseract.

"Such a nuisance," Loki said, then took a zap from Sunset Shimmer.

"I won't let you destroy this world!" Sunset shouted.

"Wow you bunch really aren't that creative with your declarations, it's like all hero types are hive minded," Loki said, whacking Sunset away. "Now, who else wishes to test their power against me?"

"Loki!" Thor shouted, making his way over to his fellow God. "Begone brother, for I shall not allow you to bring harm-"

"To this world, I get it," Loki said, getting mildly annoyed. "Come brother, surely you can come up with better banter than this, or did the old man instill such a dull knightly attitude into you?"

"Why are you even here? What could this world offer you?" Thor asked.

"Uh, how about limitless magic?" Loki said. "This place is brimming with it, everywhere I turn I can feel such magical energy. This place is a goldmine for power! Especially once I get my hands, or lack there of, on that Crystal Heart I've heard so much about."

"The Crystal Heart? That's not even in this empire," Thor said.

"I'm quite aware, I just wanted to pay a visit to my brother and his little friends," Loki explained, then gestured to Luna and Celestia. "Even meet some of the new friends, such as these lovely Princesses." He then gestured to Sunset. "And that one as well, she's got spirit."

"Well I suggest you leave before you yourself become a spirit!" Thor warned.

"Ugh, that was so cheesy, you spend way too much time with mortals and their foolish need for petty one-liners," Loki said. Suddenly Cap's shield struck the side of Loki's head, getting the God's attention. "Still alive?"

The shield returned to Cap, the Avenger leader stepping from the rubble, "You know I don't die so easily."

"Good, I like a little challenge," Loki said. Before he could attack, Thor rushed in with a hammer strike, knocking Loki across Canterlot, and following after him.

Cap quickly checked on The Princesses, "Celestia, Luna, are you hurt?"

"We're fine," Luna said, standing up. "He won't defeat us so easily with such a pitiful surprise attack."

"He is quite powerful I must admit," Celestia said, getting back on her hooves.

"Well he is a God, Thor's brother to be precise," Cap said. "Granted they're not related by blood, he's still of Asgardian Royalty and as such, has access to tremendous power. However we can weaken him if we can get rid of that staff he's using."

"That staff, is it the source of his power?" Luna asked.

"Not exactly, but it still gives him a heavy advantage," Cap said. "It's not really just the staff that grants power, it's the Cosmic Cube he has attached, or the Tesseract as it's also called. It's powerful enough to hold even dimensions inside of it, and if we're not careful, Loki can summon creatures from it, if he hasn't already."

"And we don't want that, not after those B.O.W.s from months prior," Luna said.

"We need to act fast, Thor can probably hold Loki off for a bit but he's still going to need our assistance," Cap said. "Let's move quickly."

"One problem though Steve," Stark said, making his way over and pointing to the castle. "We have a slight problem."

Nearby many of the Changelings who were still recovering from the ambush were flying around in terror, unsure of what was happening.

"Please, you all need to go back inside where it's safe!" Rebecca Chambers pleaded.

"Listen to her!" Thorax pleaded. "If we're out here, we're in more danger!"

"Right, the Changelings," Cap said. "I hope none of them suffered any more injuries from Loki's attack."

"Plus they're freaked out, if we don't calm them down soon, it's going to lead to a panic," Stark said. "A handful still don't trust us so if they continue to feel like their life's in danger, they might act in a negative way."

"I can help Rebecca and Thorax keep them calm, the rest of you need to go after Loki!" Sunset said.

"Alright, and if you can, try to contact the other Avengers, especially Banner," Stark said. "He's one of the only Heroes that Loki fears."

"Huh? Why?" Sunset asked.

Stark started chuckling a bit, much to the confusion of the other ponies, "Tell you later, but it's really damn funny." Stark took to the skies, "Let's go Avengers!"

The rest of The Avengers, along with the two Princesses followed after where Thor and Loki went as Sunset went to help Rebecca and Thorax, and maybe get a little more assistance.

In the skies above Equestria, Thor and Loki continued their battle, Thor whacking Loki a couple of times with his Mjölnir and zapping him with some lightning.

Loki retaliated with a whack from his staff and a blast from the Tesseract, keeping a distance from his brother. "He has gotten stronger, likely from the Equestrian magic. It matters not, for soon that magic will be mine as well."

"Loki!" He heard from his Tesseract, it was Starlight's voice. "Loki come in!"

"Ah, Starlight, using that new spell?" Loki asked.

"No time for that, listen up!" Starlight said, still running while talking through a spell she made. "My side of the plan got ruined by some rebellious ponies in my village, I couldn't get the Cutie Marks!"

"Well that's unfortunate," Loki said.

"Yeah no kidding, to make things worse, Spider-Mane, Princess Twilight and their goody-goody allies are hot on my tail!" Starlight said.

"And I suppose you need me to rescue you," Loki said.

"Hey we're partners! If the roles were reversed I'd come save you!" Starlight shouted.

"Somehow I doubt that, but I suppose I could still use your assistance," Loki said, knocking away Thor as his brother got in too close. "Hang on, I'll be right there."

Loki teleported away, leaving Thor confused as to where his brother had gone, "Loki! Show yourself!" He continued looking, but to no avail. "Dammit, I must find him and quickly!"

---

Back with Starlight, she continued running, hoping to get away from the others. She was thankful for her speed spell but it seemed like even that wasn't going to be enough to get away from a chunk of the heroes. Peter, Logan, Johnny, Twilight and Rainbow Dash showed just as much speed as they trailed her. Even Night Glider was catching up pretty quickly.

Fortunately Loki showed up as just the right moment, "My good lady."

"About time! Get me out of here!" Starlight ordered.

"With pleasure, but first..." Loki focused his attention to the oncoming ponies, Peter being the first to notice the God.

"Wait, is that Lo-" Suddenly Peter got blasted by one of Loki's spells, knocking the Spider-Hero back, along with each of his friends."

"Been nice seeing you Spider-Man," Loki taunted as he created a magical aura. "But for now, I must make my exit!"

Loki then teleported away with Starlight, just as Peter recovered from the attack and took note of them leaving.

"Oh great, Starlight got away, and she's with Loki," Peter said.

"Didn't Starlight say that Loki was in Canterlot though? Think everypony's alright?" Twilight asked.

"I mean, The Avengers were there, and so were The Princesses," Rainbow Dash said. "Loki couldn't have taken them all out, could he?"

"Loki's pretty strong, plus he's got that cube thing that makes him stronger," Peter said. "I can only imagine what he might have done in Canterlot. I just hope The Princesses are alright, same with Sunset Shimmer and The Avengers."

"Not just them," Pinkie Pie chimed in. "Don't forget about The Changelings."

"Oh crap, the Changelings!" Peter shouted in worry. "Plus I think Rebecca Chambers was still in Canterlot, if she bites the dust, I don't think Chris or the others would be too happy."

"Should we go to Canterlot?" Rarity asked. "Maybe that's where Loki took Starlight?"

"We could but it might take forever to get there," Twilight said. "The trains might not be fast enough."

"Gee, if only there was a pony who knew a Teleportation spell," Pinkie sassed. "Wherever will we find one?"

"Uh, is Pinkie Pie being...sarcastic?" Johnny asked, looking just as confused and surprised as many of the other ponies. "Never thought I'd see the day."

"She's got a point though," Logan said, then turned to the sole Princess of the group. "Think you'd be able to teleport us Twilight?"

"Um, maybe, it is pretty far so I might need a little assistance," Twilight said.

"I can help," Party Favor said, powering up his horn.

"Me too, I'm not too good with spells but I think I can still be of use," Sugar Belle said, powering up her horn.

"I'd gladly offer my assistance as well," Rarity added, powering her horn too.

"I've gotten better with this thing," Remy said, pointing to his horn as he too powered up. "I think I can help you get to Canterlot."

"I'd help but...you know," Peter nicked his horn. "No magic."

"Alright, everypony stay close to me, I'm going to bring us all to Canterlot," Twilight said, powering up her horn. All the ponies moved in, huddling near Twilight as she concentrated on her magic. The other Unicorns began to assist as Twilight powered up her spell. "Here we go!"

In a poof, Twilight and the others were gone, on their way to Canterlot.

---

Meanwhile with Loki and Starlight, the two had arrived in The Crystal Empire, Loki starting that phase of his plan, to find The Crystal Heart. "Ah, a city of Crystals, quite marvelous."

"It is indeed," Starlight said. "Just be weary, the townsfolk have already had their share of invasions, so their guard is likely to be really high."

"I worry not of that," Loki said, for these fools are no match for my magic.

From the distance, Shining Armor could spot Loki and Starlight from his balcony, "Why do those ponies look like trouble?" He quickly rushed downstairs to meet with his wife, getting ready for a battle. "Cadance, get your guard up!"

"Oh no," Cadance said, fully worried of what was to come. "Somepony get Flurry somewhere safe! Contact Canterlot and Ponyville as well and let them know!"

As Cadance rushed off, Magneto checked outside, "This should be interesting..."

The ponies had to move quick, Loki and Starlight moved closer to the castle, and they were ready for anything. The heroes had to be prepared for a big fight, and surprises in the distance.

Comments

[spiders123]

So starlights village was merely a distraction

Clever

Since there not many powerful people at the empire loki has a chance

Oh I just realized if you're crossing over worlds I just realized MLP is part of the Hasbro verse

Meaning you can also add transformers who also met marvel

And GI Joe for Snake Eyes to appear along with jinx and enemy or brother in arms storm shadow to appear

Also battleship boardgame which became a film against alien ships

That possible?

[spiders123]

Oh as a thought maybe Colossus could visit more

Because I always liked his dynamic with deadpool

Plus Pinkie could use some heavy lifters due to the big stuff she conjures up?

Oh maybe Colossus could get a job there?