• Published 3rd Jun 2018
  • 1,312 Views, 83 Comments

Spiders and Magic: Avengers Assemble - Masterob



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

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Order and Chaos Part III

In a small house in the Crystal Empire, a Unicorn had been minding his own business when he heard a commotion outside. Not the first time he's been through this, just a few years ago some villains from another world came to this Empire and took it over for a few days, then just months prior a mysterious wizard from Spider-Mane's home had shown up as well. The Crystal Empire is no stranger to disaster, some believe that King Sombra's curse still has some lingering affects.

But when this Unicorn looked outside to see who had been invading, he noticed one Unicorn mare who looked highly familiar, "Could it be...?"

He had to find out, he had to see if it was really her, after all these years.


In the skies above Equestria, Thor was making his way back to Canterlot, feeling the shame of having lost track of his mischievous brother.

"Where could my brother have gone, what source of magic could he want from this world?" Thor wondered, trying to think it over. "Hm, my first guess would be The Crystal Heart, it is what Baron Mordo came by weeks ago to claim, but I believe I heard of other mystical items from Spider-Man and Princess Twilight, including one they seemed rather worried about."

"Yo Thor!" He heard Laura's voice call. He turned to spot the clone of Wolverine flying in with Lightning Dust.

"Huh, what brings you ladies here?" Thor asked.

"We heard some fighting, and we saw some thunder crashing across the skies," Laura said. "What happened? More villains?"

"Yes, my brother Loki has invaded this world," Thor said.

"Loki?" Laura asked, confused but concerned. "As in super strong and powerful God Loki who's wiped the floor with you and The Avengers?"

"Well, I wouldn't say he's wiped the floor with us," Thor said. "He's just very tricky."

"Where is he now?" Lightning Dust asked.

"I do not know," Thor said. "One moment we were fighting, and the next, he had disappeared, so bizarre."

"How are we gonna find him then?" Laura asked. "I don't suppose you have a way of tracking him?"

"If I had to make a guess, I would think he went to The Crystal Empire," Thor said. "Of course I can't say for sure, for all I know he went to that village where the Griffons live, or he went to fight Dragons."

"You have a way to contact The Crystal Empire?" Laura asked.

"Yes, we gave Prince Shining Armor and Princess Cadance a communication device so we can keep in contact," Thor said.

"Then let's head to Canterlot and try to contact them from there," Laura suggested. "That way we can stop Loki before things get too bad."

"I can get is there in a heartbeat!" Lightning said. "Think you can keep up Thor?"

"Is that a form of jest?" Thor said, readying his flight. "Let us be off!"

The trio sped to Canterlot, hoping they could either catch Loki or at least warn The Crystal Empire about him, if he had truly gone there.


Arriving at Canterlot however were the Elements, the Heroes and the four ponies from Starlight's village. The Avengers were scattered around, assisting the guards and explaining things to bystander ponies, with assistance from Sunset Shimmer, who had gone to consult with Celestia about the situation.

"Peter! Twilight! You're here!" Cap rushed over with the other Avengers to greet the arrivals. "Looks like you have new friends."

"Yeah, we met them at some strange village ran by some strange mare," Peter said, before taking note of the surrounding area. "Hey what happened here? Why are all the buildings and towers messed up?"

"Loki showed up and started trashing the place," Hawkeye said. "Last we saw him he was chased off by Thor, I don't know if he caught him though."

"Doubt it considering Loki showed up to where we were and took a cheap shot against us before disappearing with the mare we were trying to stop," Peter commented, feeling a bit irked. "Still can't believe he tricked us like that."

"Is it any surprise, dude's a master of deception," Johnny said. "And now he's got that Starlight chick backing him up, so he's gonna be even more of a pain now."

"Back up a minute, who's Starlight, and what does she have to do with Loki's arrival?" Cap asked.

"And what's this about him tricking you?" Hawkeye asked.

"Starlight is the mare who ran some weird village of ponies with Equal Cutie Marks," Peter said. "Apparently she wants to steal the Cutie Marks from ponies all over Equestria, and she has the magic to do so."

"She even took ours at one point," Party Favor said. "If it wasn't for Spider-Mane, Princess Twilight and their friends then we'd still be stuck with those Equal Signs."

"She took your Cutie Marks?" Cap asked. "How is that even possible?"

"Yeah, I was under the impression they were stuck on you forever," Stark said.

"It shouldn't have been possible, but unfortunately it is, her magic is just as strong," Twilight said. "Though I can't really tell if it was her magic or from Loki's assistance."

"Oh she's been doing this for years," Party Favor said. "I don't know when she met that Loki guy but she's been doing that Cutie Mark theft thing for a while."

"Alright, that answers that then," Peter said. "And what's worse is that having your Cutie Mark stolen can also affect your magic, or any other ability you may have, including flight."

"Wait, so if she took a Cutie Mark from one of us, does that mean we lose power?" Stark asked.

"What power would you lose? You use a suit," Johnny said. "Hell that thing can do all the work for you."

"Which it has," Cap said. "You can command an army of those suits."

"That might be helpful against Loki and Starlight Glimmer," Twilight said. "But right now we need to find out where they went."

"We also need to find out their motivation," Cap said. "And why they would even work together, what could either one have to gain?"

"Loki might want something from this world and Starlight is probably just some glorified tour guide for him," Johnny suggested.

"Plus Starlight might need Loki to combat against the Marvel Heroes," Twilight pointed out.

"Ugh, instead of standing around trying to figure out why they're here, let's just find them and thrash them!" Rainbow Dash shouted, ready to fly off.

"I'm with Rainbow Dash on this one," Deadpool said. "If we don't do something now, a lot of our friends and family are gonna be in danger."

"Yeah they've got a point," Stark said, then thought a moment. "Is it weird that I basically agreed with Deadpool?"

"Is it so hard to believe that I'm capable of common sense?" Deadpool asked.

"Let's not lose focus," Cap said. "My only other question is where Thor might be."

"Oh he's over there," Pinkie Pie said, gesturing to the God, along with the two mares. "And he's bringing Laura and Lighting Dust!" Pinkie started to think, "Thinking about it, Lightning Dust would make a great sidekick for Thor since he's God of Thunder, don't know where Laura fit in but-"

"Yeah, nice story Pinkie Pie," Stark interrupted. "Let's focus on the task at hand, or hoof, whatever you wanna call it."

Thor landed down with the two mares beside him, immediately noticing the presence of the Ponyville citizens. "Spider-Man, Princess Twilight, it's good to see you and your companions safe. My brother spoke of misfortune upon you and I feared for your safety. I'm happy to know the fear was for naught."

"We're happy to see you alright as well Thor, it sounds like you gave chase to Loki," Twilight said.

"Yes but he gave me the slip, right after he spoke into his staff," Thor said. "Very curious indeed."

"That must have been when he teleported to pull away Starlight," Peter theorized.

"Who's Starlight?" Laura asked, having hopped off Lightning Dust. "Does this have to do with that village you all went to?"

"Yeah, she steals Cutie Marks and keeps them locked away in some cave," Peter said. "I mean we were able to stop her plans and save the Cutie Marks but-"

"Whoa hold on, she steals Cutie Marks?" Laura asked. "Is that all she does?"

"She also replaced them with equal signs and made all the ponies smile like a bunch of weirdos," Pinkie said, before realizing her choice of words in front of the locals. "Uh, no offense to the four of you."

"It's fine, we know our smiles were really weird and forced," Sugar Belle said.

"Yeah, we weren't happy living in that town, even if we tried to be," Double Diamond said.

"But, all you did was give up your Cutie Marks, I mean is it really that big of a deal?" Laura asked, then gestured to her flank. "I still don't even have mine."

"Huh? A grown mare and still a blank flank?" Party Favor asked. "So rare."

"Well I am from Earth, I just never bothered going for my mark when I came here," Laura said. "I just never understood the big deal."

"Maybe you don't Laura, but it's part of Equestrian culture," Peter said. "Taking a Cutie Mark is like losing your identity."

"I still don't get it, but I'll still help you stop this chick, mainly since she's helping Loki, and what he's doing is actually dangerous," Laura said.

"Keep this in mind Laura," Peter said. "If a Cutie Mark is stolen, the pony who lost it suffers pretty bad side affects, including weakened magic, weaker flying, and just about anything else that makes a pony...well a pony."

"I've seen the side affects of what would happen if a pony's Cutie Mark changed in any way," Twilight said. "Happened when I first got my Alicorn wings."

"Hey everyone!" Making her way over was Rebecca Chambers. "I think I know where Loki went!"

"You do? Where?" Cap asked.

Rebecca rushed over with a radio, "Princess Luna asked me to bring you this, some guy named Flash Sentry is on the other line."

"My brother's top guard?" Twilight asked, levitating the radio over. "Hey Flash, are you there?"

"Princess Twilight! Oh it's so good to hear your lovely, soothing voice," Flash said.

"I'm here too by the way," Peter said, slightly annoyed.

"Oh, Spider-Mane, what a surprise," Flash said.

"Surprise?" Peter said, snatching the radio away. "Dude Twilight's my wife, how is it surprising?"

"Peter, focus," Twilight said, then focused back onto the radio. "Flash what's happening?"

"Our Empire is under attack, some strange Unicorn mare arrived with, get this, a Male Alicorn! I didn't know there could be any male alicorns!" Flash said.

"Did he not meet Thor?" Peter wondered out loud.

"How is my family doing? Are they safe?" Twilight asked.

"Prince Shining Armor has engaged them, Princess Cadance and Princess Flurry Heart are safely hiding in the castle with that old pony, Magnet or something," Flash explained. "Cadance hopes to bring Flurry Heart someplace safe until this dies down, preferably under the watchful eye of her Crystaller."

"Don't worry Flash, we'll be there as soon as we can," Twilight reassured.

"I believe in you Princess Twi-" Twilight had shut off the radio before Flash could finish.

"Loki and Starlight are at The Crystal Empire, probably after The Crystal Heart," Twilight said.

"Is that like the only powerful item in this world or something?" Bobby asked.

"There are others, but the Crystal Heart is a bit more well known, most other artifacts are the subject of rumors," Twilight said. "It's a good starting point for villains that come from beyond our world."

"Regardless of the reason, we should hurry over there," Laura said, then hopped back on Lightning Dust. "Let's go Dust!"

"On it!" Lighting Dust said, revving her wings.

"Girls wait, I can-" it was too late, the two had already sped off. "Teleport you..."

"Man that mare's impatient, and she's got a hot-headed friend to boot," Rainbow Dash said.

"Laura isn't hot headed, she's just a little...excited," Fluttershy insisted. "Also it really isn't fair for you to call another mare impatient."

"What are you getting at?" Rainbow Dash asked.

"Uh, dispute this later, we have lives to save," Stark said, fully suited up. "Twilight, if you can."

"Do you have enough magic?" Peter asked.

"With a little help I should make it," Twilight said.

"I shall assist you," Thor said, rounding up with the other. "Come friends let us make our way to The Crystal Empire!"

"What about us?" Double Diamond asked. "What should we do?"

"You should all stay here where it's safe," Twilight suggested. "The rest of us can track down Loki and Starlight."

"It's a shame really, Starlight seemed so nice, I can't believe she would fake something like that," Double Diamond said.

"We'll get to the bottom of Starlight's antics, that we promise you," Twilight reassured. "Let's get ready everypony."

"Do you need me to join you?" Rebecca asked. "I am a trained cop, I can probably assist in the fight."

"I know you're good at fighting zombies Rebecca, and giant snakes, but this might be a bit more than you can handle," Peter said.

"Guess you're right, I've never actually fought a God, I'm no Street...actually that gives me an idea," Rebecca said. "You all go, I have plans to make with Sunset Shimmer."

"Not sure what you're planning, but I trust it'll help a lot," Peter said.

"It will, now hurry along," Rebecca said.

"To the Crystal Empire!" Thor said, helping Twilight teleport the Elements, the Ponyville Heroes and The Avengers to The Crystal Empire.

Rebecca turned to the four from Starlight's village, "You should come with me to the castle and tell us everything you know about Starlight Glimmer."

"Uh, sure thing," Night Glider said, following after Rebecca.


The heroes arrived at The Crystal Empire, just in time to see all the ponies running around in fear. As expected Loki was in the city, doing battle against the Crystal Guards.

"Half the time I come here ponies are running around in terror," Bobby said. "Getting kind of old."

"Bobby..." Rarity scolded, once again annoyed by her husband's comments.

"I can sense Loki's presence, Starlight's as well" Twilight said, feeling out his magic. "Let's hurry."

The heroes rushed to where the ponies were running from, right where magical shockwaves were hitting. Upon arrival they found Loki sending down magical beam attacks to Shining Armor as the Prince promptly deflected the attacks.

Starlight was watching from the distance, laying back on a chair while eating popcorn right near an unconscious Flash Sentry. "Good show! Keep it up!"

"Glad you're enjoying yourself," Loki quipped as he blasted Shining Armor back. "Shame, I expected more from the Prince of this Empire."

"Loki!" Twilight called out, getting Loki's attention.

"Ah, Princess Twilight Sparkle, so you've found us," Loki said, observing the area. "And it seems like you've brought the Avengers, oh how marvelous. Looks like they want a round two."

"Is this a game to you Loki!?" Cap shouted.

"I think you know me well enough by now to figure the answer out yourself good Captain," Loki taunted. "Well perhaps I'll indulge with you lot again, you provided great entertainment before after all, the one good thing about you Avengers."

"Avengers Assemble!" Cap ordered, the core Avengers gathering around him.

"Elements of Harmony Assemble!" Twilight ordered, her friends gathering around her.

"Uh...Team Spidey Assemble!" Peter ordered. No one followed. Peter furrowed his brow as he turned to his now so-called friends, "Hey! Assemble!"

"Why? Who made you our leader?" Deadpool asked.

"Yeah, no one leads me but me," Bobby said.

"Don't we know that," Logan said with a roll of his eyes. "Never been good at following orders."

"Well sorry for not being a good solider boy," Bobby sarcastically said.

"Don't start that crap again," Logan warned.

"This ain't a good time Mes Amis," Remy warned. "Or did you forget about the power crazed God we have to throw down with?"

"Oh don't mind me, I do enjoy the bickering," Loki said, floating in the air in a similar position to laying back on a lawn chair. "Such internal discord makes for marvelous entertainment."

"Funny you should say that since you're actually reminding us of Discord right now," Twilight said. "Makes sense, that is how you were constantly described to us, the Discord of Marvel Earth."

"I like to think of it as Discord being the Loki of Equestria," Loki stated. "But to each their own."

Rainbow Dash grew impatient, "I've had enough of this! Let's fight!" She flew in to attack but Loki put up a magical wall that Rainbow Dash crashed into, the mare sliding off and hitting the ground.

"Dashie!" Johnny shouted in worry, before glaring at Discord. "Big mistake bro!" He sent a fire blast at him but Loki had surrounded himself in a shield.

"Bro? Don't tell me you too are the offspring of Odin," Loki said, readying his magic. "Like one brother isn't enough of a hassle." Loki then blasted Johnny back, knocking him into Remy and Bobby.

"That's it, I'm going in alone if I have to!" Peter jumped and attempted to web Loki, but the God teleported behind him and blasted Peter toward the direction of the castle, sending the boy crashing through the walls. "Ow..."

"Uncle Peter?" Flurry Heart said, having been right nearby, then went over to check on her heroic uncle.

Meanwhile Loki turned to the others with a smug grin, "Who else wishes to try their luck?"

Cap tossed his shield at Loki, the God quickly deflecting it and blasting Cap, as well as an oncoming Iron Man. Hawkeye shot his arrows just as Rarity fired a beam, both attacks nulled before contact and each one taking a blow from some rocks.

Applejack wrapped a lasso around Loki, attempting to pull him down, but Loki had frozen the rope, it leading to Applejack as she was suddenly encased in ice.

"My techniques are pretty cold," Loki joked. "Wait, is that how Midgardians say it?"

"Hey, only I can make ice jokes!" Bobby shouted, gliding in with ice but took a blow from Loki from his staff.

Thor flew over, trying to whack Loki with his hammer, "That is enough of your treachery little brother!"

Loki blocked the attack, his smug smile turning into a scowl, "You are no brother!" Loki blasted Thor in the face with his Alicorn horn and whacked Thor across the skies with his Tesseract Staff.

Eventually Stark got a hit in, blasting Loki in the face with an Ion Beam, "Ha! Got you!" Suddenly magic had bound around him, "Crap..."

Stark was tossed away by Loki's magic, just as the God then blasted Pinkie Pie and Fluttershy. He attempted to blast Twilight but she put up a shield, blocking the attack.

"You might be a fun challenge, Princess Twilight," Loki said.

"I'm not here to play games Loki, I'm here to get you our of my brother's Empire," Twilight said, flying up.

"Ah, to fight for your siblings, such a foreign concept to me," Loki admitted.

"Is this about Thor? He told me you two were once close, what made you turn against your own family?" Twilight asked.

"Family? I was never family to them, just a prize," Loki said, sending a blast at Twilight, which she blocked.

"A prize!? For what?" Twilight asked.

"Fun fact Princess, I was adopted by Odin," Loki said, flying in to attack, Twilight blocking the blow. "My real family were Frost Giants."

"Frost Giants!?" Twilight asked, knocking Loki back. "You're not Asgardian?"

"That's right, the Asgardians and The Frost Giants were mortal enemies, after Odin slayed them all, including my birth father King Laufy, he took me back, proof of victory over his enemies!" Loki began charging his magic. "I was never his son, just a trophy to show off while he sent all the praise to his real son, my so-called brother Thor!"

Loki sent his magic at Twilight, the mare quickly blocking with her own magic, trying to push back, "Is that really how you feel? Were those stories Thor told of your childhood a lie?"

"They were fake!" Loki shouted, pushing harder. "That's why I have to fight for my place in Asgard, I have more talent than my 'brother' but my 'father' wouldn't allow me to show-up his prized son!"

Twilight continued to push, "Maybe you're overreacting, I mean it sounds like Thor really cared about you. I can't speak for your father but didn't you feel any sort of connection with him? Or anyone in your family? Did you have a mother?"

Loki's eyes widened in remembrance of his mother, Queen Frigga, "My...mother?" Loki summoned up more magic and finally overpowered Twilight, knocking her away. "Do not speak of her. Do not try to get inside my head Twilight Sparkle."

"Still sore about mother's death are you?" Thor asked, flying over to Loki. "A death that was just as much of a burden on me I might add."

"At least you had others Thor, my relationship with mother was the only decent thing about my time in Asgard!" Loki tried zapping Thor, but the older brother blocked.

Thor zapped Loki across the skies, Twilight appearing right above at one point and blasting him to the ground below.

"Nice teamwork Princess," Thor complimented.

"Thanks," Twilight said, descending down with the Thunder God. "I admit, I do pity your brother."

"As do I," Thor said, the two finally reaching the ground, Loki glancing at the two while he reached around for his staff. "Loki, why must we fight? Why must you let your past come back to dictate your life?"

"I'm just acting how Odin always saw me, a monster," Loki said. "But I shall succeed where my birth father failed. Using the magic from this world, I shall become strong enough to kill Odin and take my right place on Asgard's throne. Then, just for the fun of it, I'll destroy Midgard as well, along with you and your little Avenger friends." Loki turned to Twilight, "As for you, give me one good reason why I shouldn't add Equestria to my list?"

"Because we can offer you Friendship," Twilight said. "I mean, it's alright to be sad Loki, maybe you had a rough life, maybe you didn't know how to react when you found out you were adopted, maybe the shock affected you negatively. But going through life with his vendetta is not the way to go."

"Loki, I'd rather our relationship not end up as bad as the one between Dante and Vergil of the Capcom world, I can still see some redeeming qualities in you," Thor said. "Make the right choice."

"Dear brother, I already have!" Loki shouted, blasting the two back. "Still trying to get inside my head? Do you believe I don't know what you are up to? Get me to lower my guard then BAM! I'm no fool." Loki's Tesseract began to glow, "Here's a little gift for you, some leftover Chitauri!"

Suddenly some creatures emerged from the staff, much to Thor's shock and worry, "No! Not them again!"

"What are those!?" Twilight asked, zapping a few. "How did he summon them!?"

Thor blasted a couple away, "He can hold many things in that staff, thanks to his Cosmic Cube. It is one of the most powerful relics of our world, capable of holding even a Galaxy."

"A what!?" Twilight asked in surprise. "That's some incredible power! Why would he even need anything from our world!?"

"I imagine he has bigger plans than he's letting on, my brother has had the goal of collecting the Infinity Stones after all," Thor said.

"Infinity Stones?" Twilight thought a moment. "I think I remember those, thanks to Peter, they're-"

"Watch out!" Thor blasted a couple of Chitauri.

"Thanks," Twilgiht said, blasting a few. "Ugh, these creatures remind me of the Changelings back during my brother's wedding." She turned to Thor, "By the way how are they feeling?"

"Oh they're getting better," Thor said, whacking some away.

As the other heroes began to recover, they took note of the oncoming Chitauri, Iron Man looking especially displeased. "Great, now we gotta deal with this again."

"Fine by me," Logan said with a snikt of his claws. "Bring it bubs!"

Logan led an attack on the aliens, the others following suit. Bobby froze a bunch, Remy blasted them with his cards and used his staff on any that got too close, Rainbow Dash and Johnny flew around attacking with kicks or burns, Rarity using her random martial arts skills to take several down with quick and precise strikes.

From the castle, Peter made his way out, taking note of the damage made, "I hope Shining Armor won't be too mad."

"He's the least of your worries," Starlight said, making her way over with a few Chitarui beside her.

"What in the world?" Peter said upon noticing the aliens.

"Loki brought over a few friends, wasn't that nice of him?" Starlight taunted.

"Kick their butts uncle Peter!" Flurry called from nearby.

"Flurry, I appreciate the support, but you should really go find your mom," Peter said.

"Aw, your little niece, maybe our friends can have a little playtime with her," Starlight said, the aliens growling at the girl.

"Hey back off!" Peter shouted, attacking the Chitauri, knocking them out within a matter of seconds.

"Alright Uncle Peter!" Flurry called.

"Flurry honey, please go find your mom so that-" Peter then took a zap to the back from Starlight.

"Uncle Peter!" Flurry shouted, running to him. "Are you alright?"

Suddenly Peter had been levitated off the ground and then tossed away by Starlight. "Run along little filly, I have a spider to crush."

"You won't win! Uncle Peter's the strongest hero in the world!" Flurry called out.

"Oh we'll see about that," Starlight sinisterly said as she went to follow Peter's direction.

Soon enough, Cadance finally arrived with Magneto in tow, "Flurry, where have you been? We have to go somewhere safe!"

"Don't worry, Uncle Peter was here, he's fighting that mean lady," Flurry said.

Cadance noticed the unconscious Chitauri, gagging at the sight, "Uh, what are those things?"

"The Chitauri," Magneto answered. "Seems like Loki brought a few friends with him, these creatures tore up New York City a few years prior."

Cadance used her magic to lift up the unconscious bodies and tossed them away. "As if things weren't bad enough, I just need to have faith in Peter, Twilight and The Avengers."

Back with Starlight, she had just come in contact once again with Peter, sending a few zaps his way, knocking him back. "You should have just accepted my help when you had the chance."

"Your help? You mean stealing Cutie Marks?" Peter asked. "Why are you doing that? Why are you weakening these ponies? Is this your way of conquering Equestria?"

"My hatred for Cutie Mark has nothing to do with my ambitions, it's just a nice little bonus I thought up," Starlight said. "Cutie Marks are the absolute worst, all they do is take from you."

"Take what? It's a showcase of talent," Peter said. "It's nothing to be ashamed of."

"Cutie Marks just lead to suffering, because once ponies have them, they allow them to dictate their lives," Starlight said. "Don't you see I'm just trying to liberate Equestria from that?"

"Are you ashamed of your mark?" Peter asked. "Did you feel pressured to getting it? Do you get judged for it? You gotta tell me more so I can help you properly."

"There's nothing to help Spider-Mane," Starlight said, readying her magic. "It's too late for me anyway, thanks to these Cutie Marks, I've lost something very dear to me."

"Dear how?" Peter asked.

"Enough questions!" Starlight shouted, blasting Peter. The hero had bounced back and threw a punch that Starlight quickly blocked with her shield, though the force was enough to knock her back."Somepony like you can't possibly understand my struggles."

"Lady, all my life I've gone through struggles, if anypony could understand, it'd be me," Peter said. "Maybe we don't have to fight, just tell me what's bothering you."

Starlight refused to say anything, however she didn't have to, for the aswers to Peter's questions were about to take form in it's source. "St-starlight!?"

The mare's eyes widened upon hearing such a familiar voice. She slowly turned to see a pony she hadn't seen in years. A yellow coat, a white mark on his face, a fire color red mane. The only differences were a pair of glasses and a goatee, but she definitely recognized this pony. "Sunburst?"

Peter looked surprised, "Wait, you two know each other?"

"Starlight, is that really you?" Sunburst asked, getting closer.

Starlight wasn't even sure what to think right now, "Sunburst, what...what are you even doing here? How did you get here?"

"I live here," Sunburst explained. "I'm the Crystaller for Princess Flurry Heart."

"Oh...well, isn't that nice then, you're doing so much better ever since the day you left me huh?" Starlight said, fury seeping into her voice. "How wonderful!"

"Starlight, what are you talking about, I never left you," Sunburst said.

"Yes you did! The day you got that stupid Cutie Mark of yours!" Starlight shouted. "Your parents sent you right off to Princess Celestia's School for Gifted Unicorns, you left me behind in Sire's Hollow. Do you have any idea how I felt after that!?"

"Wait, is this why you hate Cutie Marks?" Peter asked. "Because your friend moved away!?"

"Back off!" Starlight shouted, blasting Peter. "This isn't your concern!"

"Starlight, please calm yourself!" Sunburst urged. "Why are you acting this way? This isn't you at all!"

"What do you know about me?" Starlight shouted as her voice began to crack. "You haven't seen me since you deserted me!"

"I didn't mean to! Starlight is that what you think happened?" Sunburst asked. "You think I just abandoned you? Starlight I would never do that."

"Then where have you been!?" Starlight asked. "I mean with your skills I bet you became a nice successful wizard."

"I'm not a wizard," Sunburst said, surprising Starlight. "I...I flunked out of Wizarding school."

"You...you flunked?" Starlight asked. "But, you were so talented."

"It wasn't talent the day I saved you, it was luck," Sunburst said. "I knew about the spells, I knew about the theories behind it, but I couldn't perform them! I...I felt so ashamed too, that's why I never told you, I thought you'd be disappointed in me."

Starlight's rage soon turned to pity for her old friend, "I had no idea...Sunburst, you should have told me, I would have been there for you! I don't care if you can do magic, I just wanted to see my friend."

"You...really feel that way?" Sunburst asked, some hope radiant in his voice. Perhaps his friend is still in there somewhere."

"All I wanted was to be with you, that's kind of why I started going a bit nuts," Starlight said. "I began hating Cutie Marks, then I took over a village using some stone a rock loving mare helped me find, then I ended up teaming with a villain from Marvel Earth and fought Spider-Mane...oh boy I'm in really deep aren't I?"

"Ya think?" Peter said, having been standing there.

"Didn't I blast you off?" Starlight asked.

"You didn't put enough force behind it," Peter said. "Starlight, it's not too late to change, Equestria's all about second chances, it worked for Luna and my best friend Trixie."

"You might have to atone for your misdeeds, but I'll help you through it this time," Sunburst reassured.

"I...I don't know, what if it's too late?" Starlight asked, shaking her head. "No, I can't, I'm in too deep, if I abandon my mission now, they might get me."

"They? They who?" Peter asked.

"I can't tell you," Starlight said. "I'll be in danger."

"You won't be, we'll protect you!" Peter reassured. "Just tell me who!"

Before Starlight could answer, Loki had arrived and blasted both Peter and Sunburst, "Such pests!"

"H-hey! That was my friend!" Starlight shouted.

"Your friend? I'm guessing you meant the pony with the glasses," Loki said.

"Yes, hes my friend, and you just hurt him!" Starlight shouted.

"Didn't realize you had friends," Loki said. "Anyway I had a point for coming here, we need to get that Crystal Heart, this is our best chance with everyone distracted by the Chitauri."

"Right, The Crystal Heart..." Starlight said, feeling quite hesitant, something Loki noticed.

"Starlight, you sound unsure of yourself, don't tell me you're having second thoughts about all this," Loki said.

Starlight shook her head, "I'm far beyond second thoughts. Don't worry about me, I just have a lot on my mind now."

"Shake them off, you can't afford to grow-" Loki was interrupted when Rainbow Dash suddenly flew in and kicked him in the face, knocking him down a couple of blocks. She flew back and started speed punching, attacking him at every angle.

Loki had eventually got a good whack across her face, knocking her toward a building. He went to pursue her but Johnny had flown in with a fiery punch to his face.

"Let's heat things up!" Johnny started blasting Loki with some fire balls, sending one after the other and ending with a massive heat blast to the God.

That wasn't enough to stop Loki, the God powered through and blasted Johnny from the air, knocking him through a couple of buildings.

"What a pain," Loki said, then took a whack from Cap's shield and a blast from Stark. Before they could continue, some Chitauri came to attack them, the two Avengers fighting them off, Cap attacking with his shield and raw power, Stark zapping them, even using his smart bombs to take out a group of them.

One snuck up on them, trying to catch them by surprise, but before either could react, it took a blast from a gun. They turned to see that Rebecca Chambers had arrived.

"I knew I could be useful here," Rebecca playfully stated.

"Oh, Miss Chambers, you've come," Cap said. "I take it Miss Shimmer brought you?"

"She sure did, but I didn't come alone," Rebecca said.

Loki made his way over to finish off his enemies, but he took a kick to the face. He turned to see the martial artist Ryu. "Capcom has come too?"

"Not just Capcom," Ryu said.

Suddenly another pony had arrived, bringing a huge sword down at Loki, the God quick to block. "Who are you?"

"Name's Cloud," the pony said, jumping back with his Buster Sword in tow. "So you're Loki? Funny I've heard of you, but you're a bit different than I imagined."

"He's from the world of Square," Ryu said. "We've competed in a tournament together at least once."

"Good for you," Loki said, readying up his magic. "However you will not be getting an easy win against me. Regardless if you're a native of Equestria, my home world of Marvel, from Capcom Earth or even this Square dimension, my power is absolute, I am a God!"

"Let's take this guy down," Cloud said, rushing in with Ryu.

Loki blocked several of their attacks with his staff or magic, then attempted to whack them both away but Ryu found an opening to punch Loki in the sides, allowing Cloud to hit the God with the helm of his sword.

Cloud then slashed his sword, grazing Loki a bit and then sent out his blade beam attack, knocking Loki back. Ryu rushed over, hitting Loki with some attacks and ending his combo with a Hadouken.

Peter had made his way nearby, taking sight of the two fighting Loki. "Hey Ryu's here, and so is that other guy...what was his name?"

"That's Cloud Strike, you met him at the Tournament a few years prior," Sunset said.

"Oh right, his friend gave me something called a Materia," Peter said. "Had a little trouble figuring it out though, it's such an unusual item."

"Looks like Cloud's about to show an example," Sunset said, gesturing to Cloud.

The fighter had placed away his sword and gathered energy from the materia, sending down a lightning bolt to strike Loki. This stunned the God long enough for Ryu to rush over with a massive punch, and a few high strikes ending with his mighty uppercut.

"Shoryuken!" Ryu had sent Loki flying with that attack. But the God grew more frustrated and generated a lot of energy, sending two massive blasts at Ryu and Cloud, knocking them away.

"Oh no, I gotta help them!" Sunset quickly rushed over and blasted Loki, but he blasted back, knocking her the same direction of the other worldly figurers.

"I will not be bested!" Loki shouted. "I shall reign supreme above-"

Twilight blasted Loki from behind, then used her magic to lift him up and slam him against a bunch of walls, ending with a blast to his face.

Loki tried standing up but Peter rushed over and webbed Loki down, "You're not going anywhere!"

"Do not think that a God like myself will be captured so easily!" Loki shouted, prying himself off the ground.

Suddenly the hammer Mjölnir crashed down on top of Loki, courtesy of Thor and induced a powerful zap, stunning his brother. Sunset and Twilight made their way over and used their combined magic to restrain Loki, Thor assisting as well.

"I...will not...be bested!" Loki shouted, attempting to break free, but one more massive zap, this time from Loki's own staff right to the back of his neck, courtesy of Cap was enough to finally exhaust him.

"I don't think that's gonna last very long, we're gonna need some high quality cuffs," Stark said.

"Allow me," Sunset said, bringing out some shackles. "These are magically enchanted by Princess Celestia herself, this could keep him contained for a while, especially if we keep that staff away from him."

Twilight seemed relieved at Loki's capture, "That was a tough one. But in the end, we won at least. Still, I do feel kind of bad for him, sounds like he's had a rough life, maybe he just needs a good friend."

"Good luck with that, my brother is a very stubborn person, he won't change so easily," Thor said.

"We just need to have faith," Twilight said. "Wait, what about Starlight? We have to find her."

"No need to Princess," Sunburst said, making his way over with Starlight. "She's right here."

"Hello," Starlight nervously said. "I guess I have some explaining to do."

"Huh? What's happening?" Twilight asked.

"We'd like to know too," Logan said, making his way over with the rest of the heroes, Elements, and the other outer world assistants.

"Turns out she really isn't so bad, just a little confused," Peter said, vouching for Starlight. "So let's not be too hard on her."

"It's fine, Spider-Mane, I'll take whatever punishment I've earned," Starlight said.

"Call me Peter," the hero replied.

"Well, another bright side, seems like the Crystal Heart is safe," Stark said. "No sign of danger."

Meanwhile at The Crystal Heart, Magneto is seen slowly approaching it, curiosity filling his eyes as the magical item drew him closer. A smile spread wide across his face, wondering what immense prowess awaits him.

"Eric!?" Cadance called. "Are you around?"

Magneto sighed, then called out to Cadance, "I shall meet you momentarily!" He turned back to the heart, smirking a bit. "Soon..."


Meanwhile...

Lighting Dust is panting as she flies through the storm leading to the Crystal Empire, the mare shivering a bit. "This wasn't such a good idea..."

"Don't give me that..." Laura ordered, cold herself. "Keep flying!"

Lightning rubbed her hooves together, trying to keep warm. "Where's Human Torch when you need him?" She continued flying hoping to reach the Empire, even if by now, it is pointless.