• Published 3rd Jun 2018
  • 1,321 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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Potential of Friendship

Clean-up at the Crystal Empire was underway. All the heroes were spread out across the city, checking the damage done, reassuring assistance and helping any injured pony.

After a few hours everyone had met back up at the castle of the Crystal Empire, the Avengers, Elements, Ponyville Heroes, as well as Sunset Shimmer and the trio of outer world warriors, Rebecca Chambers, Ryu and Cloud Strife. Shining Armor, Cadanace and Flurry Heart were also present, with Magneto close by.

Loki was tied up and gagged nearby with Sunburst and Starlight nearby, Flash Sentry guarding the room. He glanced occasionally to Loki, the God giving off dirty glares at the poor guard. Sunset, who was holding and examining his staff, kept an eye on Loki, making sure he didn't try anything.

"Well I'm glad this situation has been quickly resolved," Cadance said. "Still, an actual God though."

"Is he really a God or is he like that Wesker guy who keeps calling himself one?" Shining Armor said.

"No he's a God," Thor said. "He's my younger brother."

"Right, and those binds can contain him?" Shining Armor asked.

"This isn't the first time we've tangled with Loki, or beings like him," Cap said. "We've figured out a few tricks."

"As long as he doesn't pull off any other tricks," Shining Armor said. "How did he even get here? What was his goal? Also who's that mare and why was she with him?"

"Are you from Earth as well?" Cadance asked.

"No, I'm fully Equestrian," Starlight said. "I was born in Sire's Hollow.

"Sire's Hollow?" Cadance asked. "Sunburst, isn't that your hometown?"

"Yes, Starlight is my foalhood friend," Sunburst said. "I was able to talk a little sense into her, so she's pretty harmless now."

"Wait, so she's on our side now?" Peter asked.

"Well, not exactly, I'm not too thrilled you ruined my village after all," Starlight said, a hit of bitterness in her voice.

"Her village?" Cadance asked.

"Starlight created a village where everyone had the same Cutie Mark," Johnny explained. "It was creepy as hell with all those fake smiles."

"My town is not creepy!" Starlight shouted. "Those smiles were genuine! No Cutie Marks means no expectations, everyone can feel equal and no one can ever feel crummy!"

"Starlight, I get what you're feeling, but stealing Cutie Marks isn't the way to go," Peter said.

"Those things can be removed?" Ryu asked.

"What is a Cutie Mark anyway?" Cloud asked.

"Cutie Marks are the marks on our flanks," Twilight explained. "It shows our special talent."

"...So you messed up her village because she removed a bunch of tattoos?" Cloud asked.

"Cutie Marks are important to their society," Ryu said. "I don't fully get it but it's their culture, so to them it is quite a big deal."

Cloud shrugged it off, "Strange customs."

"I recognize Ryu, but who's that other guy?" Shining Armor asked.

"Cloud Strife of Square," Sunset said. "I recently opened up the portal to his dimension, he's come to help as well."

"He was at the Marvel vs. Capcom Tournament a few years back as a spectator," Twilight explained.

"Yeah, I was rooting for Ryu," Cloud said. "Really bummed me out to see him lose."

"Gee, sorry for bumming you out," Peter joked.

"Honestly you don't even look that strong, but I guess appearances can be deceiving," Cloud said. "I am curious about your powers, were you experimented on or something?"

"I'll tell you my life story later, right now we need to figure out what to do with Loki and Starlight," Peter said.

"Please go easy on Starlight," Sunburst pleaded. "Something tells me this is partially my fault for shutting her out for so many years."

"Well, we'll see what we can do," Twilight said. "But she still teamed with a villain, and she tried taking over an Empire."

"Plus she attacked us," Bobby added.

"Right, we'll be as lenient as we can but she still has a lot to answer for," Twilight said.

"I understand," Starlight said.

"Now we just gotta figure out what to do with our old buddy Loki," Stark said, making his way over to the God. "What were you up to anyway?"

Loki looked down at his mouth gag, then back at Stark, as if trying to tell him something. Star got the clue and used his magic to pull the gag off. "Thanks..."

"Did it for a reason, start talking," Stark said.

"Alright, my name is Loki and I like long walks on the beach," the God trolled.

"Haha, wow you're almost as funny as Peter," Stark sarcastically quipped. "I'm serious, why were you here? How did you even find this dimension?"

"It wasn't that hard to track, considering the portals have opened a few times already," Loki explained.

"Alright here's my next question, why did you come here?" Stark asked. "Was it the Crystal Heart? Or are you after much more than that?"

"It always has to be some major ambition when it comes to you Avengers, maybe I just wanted to find a nice vacation spot, ever think of that?" Loki taunted.

"Stop stalling Loki," Cap warned. "Tell us what we want to know!"

"Or if you don't tell us," Stark gestured to Starlight. "We'll just ask you accomplice! Maybe she'll be more cooperative!"

"Assuming I even told her much," Loki said. "I just did her a favor and she did me one, that's all it was."

"Loki, give it up," Thor said. "You have been caught, you might as well tell us everything we want to know, perhaps we'll go easier on you if you do."

"Ugh, fine, I see you're not dropping this any time soon, you bunch of do-gooders are a stubborn bunch after all," Loki said. "Yes, I wanted the Crystal Heart, that's all I wanted. No other motives for coming here, I wanted the Heart's power to successfully conquer Asgard."

"He has mentioned something like that," Twilight said. "Still, how did you even get here Loki?"

"A portal, I knew of Equestria after all, a lot of foes back home do," Loki said. "This place isn't exactly a secret now, soon more will come seeking the power that radiates off this world."

"Who else knows?" Cap asked.

"What do you think I carry a list?" Loki asked. "Besides you've seen who has come through here, have you not?"

"Fine at least tell us anyone we should be worried about," Stark said.

"My, my, I didn't think The Avengers had anything to worry about," Loki taunted.

Stark grew annoyed, "You're getting in my damn nerves." He aimed his robotic palm at Loki. "Start talking before I blast you to hell!"

"Tony, that isn't necessary," Cap said.

"Stay out of this Steve, I'm working," Stark said. "Now talk!"

"I had no idea heroes behaved this way," Loki taunted again. "Here I thought that was only in the Justice League's Earth."

"This guy's really getting on my nerves," Cloud said, then made his way over with his sword. "Look, the sooner you tell us what we want to know, the better off you'll be."

"I don't think that's a wise idea Cloud," Ryu said.

"Tony, I can try getting through to Loki," Twilight said.

"Twilight, no offense but you're not the most intimidating, Stark said, with Peter stifling a laugh. "This requires a presence."

"Yes, the man in a tin suit is SO intimidating to a God," Loki said, rolling his eyes. "Even that little runt next to the pink Alicorn looks more intimidating than you."

"Don't make me zap you!" Flurry warned.

"Tony, just settle down," Cap said. "Let me try talking to him."

"Oh how I'd love to see the good Captain try," Loki joked.

"I can try, I've dealt with my share of villains," Rebecca said. "I was a member of S.T.A.R.S."

"Or let Logan try interrogating him," Rainbow Dash said.

"I wouldn't mind," Logan said, extending his claws, smiling somewhat deviously.

As everyone debated on how to handle this, Sunset trotted over, looking Loki directly in the eyes, "Who sent you?"

"What makes you think I was sent here?" Loki asked.

"You wouldn't know about The Crystal Heart unless someone told you, now talk, who sent you here?" Sunset asked. "Talk or I'll destroy this staff you seem to like."

"Feisty aren't you?" Loki joked. "I'd love to talk more to you but I don't think we're that compatible for conversation, it's easier when the person is more of a Kindred Spirit, you get what I mean?"

"Kindred Spirit? What are you getting-" Sunset suddenly lost grip of the staff and it landed right near Loki. The God was quickly to grab it and teleported away, leaving behind the binds. "No!"

Everyone turned to see that Loki had left, worry filling the room. Stark turned to Flash, "Let the other guards know that Loki escaped! Search this entire Empire!"

"How did he escape!?" Twilight asked. "Sunset, did you see what happened?"

"I don't know, one minute I was talking to him and the next the staff fell and he just left!" Sunset explained.

"Did you drop it!?" Stark asked.

"No, it just fell," Sunset said. "Maybe he pulled it or something."

"How could you be that careless!? Now he could be out there anywhere!" Stark angrily pointed out.

"Settle down Iron Man, accidents happen," Ryu said.

"Accidents happen?" Stark asked. "She didn't break one of the castle windows Ryu, she let a Chaos God escape."

"We don't know what happened, but whatever it was, I believe it was out of Sunset's hooves," Ryu said. "She wouldn't be that careless, Loki probably still had enough magic to do what he did."

"Aw, thanks Ryu," Sunset said.

"Fine, maybe it was out of her hooves, but he's still out there," Stark said.

"Wherever he is, I believe we'll find him if we look hard enough," Ryu said. "Rebecca, Cloud, let's just the search."

"Alright," Rebecca said.

"Fine by me," Cloud added, the two following Ryu out of the castle.

"Everyone, search the premises," Stark said. "Do what you can to find him!"

"I can try to sense out his magic," Twilight said, generating her horn's light.

"I'll track his scent," Logan offered.

"Someone should check the Crystal Heart," Peter pointed out. "That is what he was after."

"Good thinking Peter," Stark said, then turned to Flash. "Stay here with Starlight, we still have some questions for her."

"Sure thing Mr. Stark," Flash said.

"Everyone spread out!" Stark ordered.

Everyone quickly left the room, some staying and searching within the castle, many searching outside, Johnny and Rainbow Dash flying above to circle the city, Fluttershy consulting with any animals she finds to assist her, Peter focusing heavily on his spider sense to alert him of any danger, Ryu trying to sense Loki's ki, Hawkeye teaming with Bobby and Rarity in guarding the Crystal Heart and Stark using some type of radar to detect his location.

Thor seemed the most upset, he's always had trouble keeping his brother under control and now he fears his brother may unleash his most dastardly plan yet. He circled through the city to locate his brother before it was too late.


Unbeknownst to all, Loki was no longer in the city. He had slipped out and had made his way to Tartarus, where Discord was waiting near the gates.

"You look like you had trouble," Discord pointed out.

"They got lucky, it won't happen again," Loki said. "That Twilight Sparkle mare is much more powerful than I had anticipated, Spider-Man really knows how to pick a wife."

"She is a prodigy, she's bested even me once, imagine how that must feel for a being like myself?" Discord said.

"As a fellow God of Mischief, I sympathize with you," Loki said. "Bad enough my plan to get the Crystal Heart failed, but Starlight Glimmer has left our side."

"Yes, that is quite unexpected," Discord said. "I had no idea she had a foalhood friend living in the Crystal Empire, that really puts a damper on my plans. Doesn't help that Sunset opened the portal to Square, bad enough I had Ryu and his Capcom buddies to worry about but now this young boy named Cloud might be a pain to deal with. Of course much like Capcom I can easily get some baddies from Square, perhaps Cloud has an enemy I can find, I'll have to do research."

"How has the recruitment gone?" Loki asked. "Last I heard you managed to get Mysterio and even one of the locals on your side."

"Yes, Queen Chrysalis of the Changelings," Discord said. "I am struggling a bit with Albert Wesker and his allies however, they are quite the stubborn bunch. I don't suppose you know anyone else who'd be a great ally?"

"First let me warn you, under no circumstances are you to recruit a Titan named Thanos," Loki warned. "He's far to dangerous to keep as an ally, he will most likely overthrow you the first chance he gets."

"Thanos huh? I think I've heard of him, a very dangerous being," Discord said. "Well, duly noted."

"What of Baron Mordo, I heard you contacted him as well," Loki said.

"I did, but...he's kind of dead," Discord stated. "He had a run in with Magneto's daughter and poof, he's done."

"Magneto's daughter...yes I believe I've heard of her, Scarlet Witch, very powerful being," Loki said. "Too bad she's not on our side."

"She can be," Discord said. "The reason she, her brother, her father and the rest of those Brotherhood Mutants are here is through my efforts."

"Are they part of this plan of yours?" Loki asked.

"Sort of, I just brought them here to see how they react to this world," Discord said. "Then the Brotherhood ended up as Friendship Students to Twilight Sparkle and her friends."

"Friendship students? I hardly know what that is but that does not sound like it'll work in our favor," Loki said.

"Oh but it can, all it takes is one little slip," Discord said. "Especially when their leader has some motives of his own."

"You really believe so?" Loki asked.

"Tell me, how did you get here?" Discord asked.

"Through teleportation," Loki answered. "You know of my magic."

"You needed a little help from your staff, how did you get that staff?" Discord asked.

"I don't know, that mare had it and she dropped it, I simply took advantage of her slip up," Loki said.

"Did she drop it...or was it pushed from her hooves?" Discord asked yet again.

"Pushed?" Loki asked. "Who could have possibly pushed..." Loki remembered that Magneto was in the room as well, and it did seem weird how Sunset just dropped the staff. Part of him thought maybe she was a spy for them. Another part thought Starlight could have done it, she did not seem to be fully on their side yet. But the idea that Magneto had moved it, that made for an interesting theory.

"Why don't you take a little break, wait with us until we're ready to enact our plan," Discord said.

"How long will that take exactly?" Loki asked.

"About maybe two years," Discord said.

"That sounds like quite the wait, but perhaps I shall indulge you for now, the best things are the ones worth waiting for," Loki said, clutching his staff. "But if I see my moment, I am going to take it."

"Fair enough," Discord said. "And also, if you could assist me with something."

"What could you need assistance with?" Loki asked.

"Would you mind taking a trip to another realm I've been keeping tabs on, there's a group of Super Warriors that I wish to bring in soon for a little game," Discord said.

"Super Warriors?" Loki asked.

"Ever hear of a group of beings called 'Saiyans'?" Discord asked, heading back into Tartarus. "They're quite the vicious bunch."

"Saiyans huh? I can't say I have but I am rather curious," Loki said, following Discord inside.


The search at The Crystal Empire was an obvious failure, Loki was long gone, Twilight could not feel his magic, Ryu could not feel his ki, Logan had no trace of his scent and Stark picked nothing up in his radar. On the bright side The Crystal Heart was safe, that was a plus.

Cap rendezvoused with Rainbow Dash and Johnny just outside the castle, taking note of Rainbow Dash's currently sour attitude.

"I can't believe he gave us the slip like that!" Rainbow Dash complained. "We even had him too! This is bogus!"

"I know you're frustrated Rainbow Dash, but some things just can't be helped," Cap said. "What matters now is that this city is safe and The Crystal Heart has not been taken."

"Plus we at least got the pony that was assisting Loki," Johnny said. "So we got some good points, not all doom and gloom."

"What's gonna happen with her anyway?" Rainbow Dash asked.

"Twilight heard about her past and she said she's gonna do something to help her out," Cap said. "Who knows, Starlight might even get a second chance, that's a good thing, a chance to turn her life around for the better."

"Let's go inside the castle then, we'll meet up and figure out what to do next," Cap said.

The trio walked inside, making their way toward the throne room. Upon arrival they heard Stark talking rather loudly. Upon reaching the throne they saw that Stark was trying to interrogate Starlight.

"Can you tell me anything at all!?" Stark asked. "What he was planning, what he was up to, anything to go off of!?"

"He only told me what he told you, he wanted the Crystal Heart so he can rule over Asgard," Starlight said.

"And you're positive there isn't more to it than that?" Stark asked. "Like does he know about any other magical artifacts!?"

"He knows they probably exist but he doesn't know where they are," Starlight said. "I don't really know either."

"Can you at least tell us who sent him? Or how he came here?" Stark asked.

"I...I can't say," Starlight said, turning away.

"Can't say or won't say?" Stark asked, getting no response. "Hey, focus on me! Who is he working with? Does this have anything to do with the other villain invasions!?"

"I told you all I can," Starlight said. "I have nothing more to say."

"Are you kidding me?" Stark asked. "This isn't a joke! Lives could be in danger! Can you NOT comprehend that!?"

"Alright that's enough Tony, you aren't getting anywhere," Cap said, making his way over.

"You wanna try then Steve?" Stark asked. "See if you can get her to talk?"

Cap made his way to Starlight, looking the mare in the eyes. "Starlight Glimmer, tell me. How are you feeling right now?"

"Huh?" Starlight asked, little surprised by this random question. "Um...alright I guess?"

"Are you hurt in any way?" Cap asked.

"Took some bumps but nothing I can't handle," Starlight said.

"What the hell are you doing Steve? We're trying to get answers from this girl," Stark said.

"I know what I'm doing!" Cap said, then turned back to Starlight. "Can you tell us how you met Loki?"

"He came to my village and offered to help me with my goals," Starlight said. "I wanted to spread my village's message across Equestria. To have a world of Equality."

"You weren't brainwashed or manipulated in any way?" Cap asked.

Starlight shook her head, "No, I...fully knew what I was doing. I really thought I could help, you know, a world without Cutie Marks, people are free to be equal, no one can be judged."

"Take it from me, that won't end judgement," Cap said. "Where I'm from, there are no Cutie Marks, but that won't stop others from thinking themselves superior, be it their social class their cultural beliefs."

"Back when I was on Earth, I got judged for being a nerd," Peter said. "I was smarter than other kids, so they stayed away from me and treated me like an outcast."

"For guys like me, Bobby and Remy, we got people judging us fer having powers in the first place," Logan said.

"Not to mention that there are creatures in this world that are still gonna treat you differently regardless of Cutie Marks, after all Dragons won't care, they'll still find themselves superior," Twilight said. "The mean ones anyway, not all them do."

"Your goals sounded noble but you went about it all wrong," Cap said. "If you want to help there are other ways, use your passion for good."

"If you need help, that's what we're here for," Twilight said. "We'll get you on the right track."

"And I'll be here for you as well," Sunburst said, getting Starlight's attention. "I also want you to know that I never once looked down on you just because I got my Cutie Mark first, and I really did not mean to upset you by never talking to you again. We're friends, I should have trusted that you wouldn't think less of me for being a failure."

"You could never be a failure to me Sunburst, I just wish I could have helped you when you needed it," Starlight said.

"It's not too late, you can still help each other," Twilight said. "Friendship is the greatest form of Magic, when you're true friends, there is no shame, and if you do fail, good friends help you back on your hooves."

"I really appreciate your kind words," Starlight said. "I have a lot to consider now."

"That's fine, it's perfectly understandable," Twilight said. "If you want to Starlight, I can give you some pointers on Friendship, you can be like my student."

"Twi, you already have a student," Peter reminded.

"I can have more than one Peter, maybe she can be in the same class as Wanda," Twilight said. "Plus I am opening a School of Friendship, so I have to get used to multiple students."

"She ain't wrong," Logan said. "I think it's a good idea."

"What do you say Starlight?" Twilight asked the mare.

After a moment of hesitation, Starlight nodded her head, "If you would have me, then I accept your offer."

"Good to know," Twilight said, offering a friendly smile.

"Wait, where am I gonna stay though?" Starlight asked. "It might be awkward for me to go back to my village."

"You can stay in Ponyville," Twilight said. "I can find you a room."

"I think Scott has a spare room in his house," Peter said. "I mean he has it for his daughter but maybe Starlight can live there for a bit."

"Assuming Trixie won't get jealous that another mare is living in Scott's house," Johnny joked.

Peter started chuckling a bit, imagining the mare's reaction, "That would be a good way to tell if she has a crush on him or not."

"Or if Starlight wants to, she can live on mah farm," Applejack said.

"Doesn't the school you made have dorms," Remy asked. "She can live there."

"I'd rather wait to open the school first, but since things have gone well, I think I can do it soon, ponies from all over Equestria can join, and maybe even beyond," Twilight said.

"That sounds pretty exciting," Johnny said. "So who are gonna be the teachers?"

"My friends of course, and some of the X-Men offered to help," Twilight said.

"Just call me 'Professor Dash'," Rainbow Dash boasted.

"Kurt's pretty excited too," Logan said. "He has found your Friendship is Magic philosophy very enlightening after all."

"Tell him I look forward to seeing him at the school," Twilight said. "For the record, if Laura wants to join, she's welcome to as well, young adults are permitted to learn from my school as well."

"Speaking of Laura, how is she doing?" Rainbow Dash asked. "She and Lightning Dust showed up like 20 minutes ago looking like hell."

"They're fine, Fluttershy's tending to them right now," Logan said. "They're resting near a fire that Torch made for them."

"I would have heated them more myself but finding Loki was top priority," Johnny said. "Plus I can't stay stuck in the same room for too long."

"Foolish mares, should have waited a few seconds," Thor said. "They're lucky to have survived."

"I will admit their bravery," Magneto said. "You have a strong daughter Logan."

"Eh, she barely considers herself my kid, don't blame her," Logan said.

"Do not give up so easily, as a father myself I know how hard parenting can be," Magneto said. "Many of you in this room either have that burden or are about to experience it."

"I wouldn't call it a burden," Pinkie said, rubbing her stomach. "More like an excitement."

"I feel kind of bad for those girls though, they went through that because of the trouble I caused," Starlight said.

"Don't worry about it, in time they'll forgive you," Twilight said. "Just try not to be alone around them for too long."

"Noted," Starlight said.

"Well, we should be getting home soon, I have to get back to Wanda," Twilight said.

"Wanda is likely returning home for the night Miss Sparkle," Magneto said. "I should be on my way to Canterlot myself."

"All of you have earned some rest," Cadance said. "In fact, why don't you all stay the night?"

"Oh we don't want to be a bother," Twilight said.

"It's no bother Twiley, we'd be happy to have you here," Shining Armor said. "Plus you really shouldn't be moving around this much, aren't you pregnant?"

"Hey I fought just fine when I was pregnant with Mayday, my suit would protect my womb anyway," Twilight said.

"Still, you shouldn't be moving around too much, same with you Applejack, and especially you Pinkie Pie," Shining Armor said. "Why did you even come?"

"Hey to be fair, I didn't expect to be in a big fight," Pinkie Pie said. "Plus I get bored at home."

"Maybe you should adjust," Deadpool suggested. "I don't want you or our little ones getting hurt."

"You should take it easy too Applejack," Remy said.

"Remy this ain't mah first time being pregnant, ah got around just fine the first time, ah did plenty of Apple Bucking," Applejack said.

Deadpool turned to Shining Armor and Cadance, "I think we'll be taking that room, just so Pinkie doesn't have to move around much."

"That's a great idea," Cadance said, turning to the others. "What about all of you?"

"I'd love to but I'm worried about The Changelings," Rebecca said.

"I should be returning to my world," Ryu said.

"I have things to do back in Canterlot," Sunset said.

"I'm just Not Interested," Cloud explained.

"The Avengers should be going back as well," Cap said. "I have to report to Celestia and Tony might have some work to do."

"Starting with that frown of his," Thor said, taking note of Stark's sour face. "You look rather unhappy."

"I'm just confused as to how easily forgiving you all can be, one minute a mare is terrorizing everoyne and the next you're friends with her," Stark said.

"To be fair, the same thing happened with Sunset Shimmer back when we first met her," Cap said.

"Plus we forgave Luna pretty easily," Twilight said. "Granted it took a while to get used to her but the point is that we really believe in second chances."

"We needed one too Tony, don't forget that," Cap said, remembering the mind control that The Green Goblin placed him and the other Avengers under.

"Equestria is all about second chances," Magneto chimed in. "Is it not Mr. Stark?"

Stark sighed in defeat, "Fine then, we still need to find Loki, and this time we're making sure Banner comes with us."

"Where is Hulk? I thought he'd be around more," Peter said.

"He and his team have been busy on Earth," Cap said. "They'll come by when they can."

"Good, send them all after Loki," Stark said. "Anyway we should get back then, I have things to do."

"What about you Twiley?" Shining Armor asked.

"Normally I wouldn't mind but I do have a daughter to get back to," Twilight said.

"Same here," Rarity added.

"And mah little colt," Applejack said.

"I gotta get back to my own daughter," Logan said.

"I think you know my answer," Rainbow Dash said.

"At least let me and Shining Armor bring you home, Twilight shouldn't be using any more magic," Cadance said.

"That sounds fair, alright two trips incoming, one for Ponyville and one for Canterlot," Peter said.

"Everyone who's coming to Canterlot gather around me," Sunset said. The Avengers along with Magneto, Ryu, Cloud and Rebecca gathered close to Sunset. "Bye everyone."

She had teleported them all out of The Crystal Empire, leaving the Elements, their husbands, Starlight and Sunburst with Cadance and Shining Armor.

"Let's get Laura and Lightning Dust so we can bring you all home," Cadance said.

As they were about to head out, Starlight quickly trotted over to Twilight, "Thank you for your kindness."

"It's no trouble, anything to spread the Magic of Friendship," Twilight said.


The heroes had returned home to Ponyville, finally heading off to bed after a long day. Twilight allowed Starlight to stay at her house for the night until they could figure out her living arrangements.

The rest of the week was more Friendship lessons, this time with Starlight joining the 'classroom' as Twilight put it, the mare having difficulty settling in. Wanda wasn't quick to befriend her just yet despite both being in class for the same reason and Scott wasn't sure what to make of her just yet.

However Trixie was quick to befriend Starlight, the two finding some common ground in their troubled past. The two hit it off very well and were seen spending a lot of time together. Starlight had also met up with Maud Pie, apparently they had interacted before, Maud having been the one who helped Starlight find the rock that she needed to power her Cutie Mark removing magic.

Pinkie demanded that Maud never tell anyone, Deadpool quickly backing her up on that.

By the end of the week, it was time for the School of Friendship to open, a big day in which ponies from all across Equestria had come to celebrate the school's first day.

Many X-Men, such as Nightcrawler, Shadow Cat, Jubilee and Hisako had come, ready to join the Elements of Harmony as teachers. Not only them but even Peter looked ready to teach a class or two, same with Logan.

Others started to come as well, creatures outside of Equestria. The first was a Dragon who was being joined by Spike, Wanda and Ember.

"Why do I have to be here?" The Dragon asked.

"Because I said so, now stop whining about being here!" Ember shouted.

"Hey ease up on Smolder, she's probably just a little shy," Janet said.

"I am not!" Smolder shouted. "I just don't see the point to this!"

"You will soon," Spike said.

"Oh, Spike, you're here!" Rarity said, making her way over with Bobby, their daughter riding on the mom's back.

"Hi Rarity, meet Smolder, she's joining the school," Spike said.

"Nice to meet you Smolder," Rarity said.

"Eh, it's whatever," Smolder said.

"Wow, nice kid..." Bobby lamented.

"Bobby..." Rarity warned, then turned back to Smolder. "You look like such a dear, I look forward to seeing you in one of my classes."

"You're a teacher here?" Smolder asked.

"Yeah, she's The Element of Generosity, she'll teach you all about being generous," Spike said.

"Ugh...sounds so lame," Smolder said.

"Deal with it," Ember said. "We're gonna be leaving now, if you cause any trouble, you're gonna regret it!"

"Easy Ember..." Janet politely warned. "Have fun Smolder, try to come back a better dragon than your brother."

"I told you, Garble's fine the way he is!" Smolder said.

"Only a sister can love a brother like that," Janet said.

"Ember, you can go on if you want, I want to see if I can find Twilight," Spike said.

"And Hope, I miss my baby," Janet said, the two looking to find the Parker-Sparkle family.

"Hey, Smolder, check this out," Bobby said, then used his powers to make an ice statue of himself. "Pretty cool right?"

Smolder didn't seem to care, she just shot fire at the statue, melting it instantly. "So cool..."

Bobby furrowed his brow, "You're pleasant..."

Meanwhile Gilda had introduced a friend of hers to Johnny, Rainbow Dash and Firefly. "Meet Gallus, he's gonna be joining the school."

"Gallus huh? Pleased to meet you," Rainbow Dash said. "I'm gonna be one of your professors, name's Rainbow Dash."

"You're Rainbow Dash? And you're gonna be a teacher?" Gallus asked. "I thought Gilda said you were cool."

"Easy kid, Rainbow Dash is at least 20% Cooler than most ponies you'll meet," Johnny said. "Besides my brother-in-law is a teacher back home and very few people find him uncool, you should see the stuff he comes up with, he'll make anyone look like a punk if you mess with him."

"His brother-in-law is also a Superhero, leader of the Fantastic Four," Rainbow Dash said. "Which Johnny is apart of."

"Rainbow Dash is cool Gallus, show her and Johnny some respect," Gilda warned.

"Fine..." Gallus said.

Gilda turned to the couple, "He's a typical Griffon, gonna need time to adjust."

"We got this G," Rainbow Dash said.

"He'll have a good time," Johnny said.

"Thanks, I gotta get going, see you around," Gilda said, flying off.

Gallus turned to Johnny, "So, a hero huh? What can you do?"

"This," Johnny said, then activated his fire. "Pretty awesome huh?"

"...That looks dangerous," Gallus said.

"If you don't know how to use it," Johnny said. "It's all about control."

"Fire!" Derpy shouted, flying in with an extinguisher on Johnny. "That was close."

Johnny, who was covered in repellent, stood there very annoyed at Derpy. "Thanks..."

"That was at least easy to put out, guess fire extinguishers are your weakness," Gallus said.

"Only because I used a little," Johnny said.

Elsehwere came The Changelings, and they were different this time, having gone through a Metamorphizes. After they healed up, Fluttershy had given them a Friendship lecture and learned they could feed off love not through force, but through sharing it. Since then they've all transformed, with Thorax becoming their new leader. Not all the Changelings had changed, some went to find Chrysalis, others had come to join Thorax. He now led Changelings that were friends with The Equestrians, and now came their opportunity to solidify their Friendship.

Thorax had introduced Ocellus to Fluttershy, Logan, Laura and Rina. "This is Ocellus, you met her father a week back."

"Yes, he told me all about her," Fluttershy said, looking down to the Changeling. "Hello..."

Ocellus backed away, turning into a rabbit to hide under Thorax, "Forgive her, she's still a little shy."

"I perfectly understand that," Fluttershy said. "She can adjust at her own pace."

"I appreciate your understanding, I do hope this school works out well for her," Thorax said.

"We'll make sure of it," Fluttershy said. "Right Logan?"

"She'll be fine here, we'll help her build confidence," Logan said.

Thorax turned to Ocellus, "I'm gonna be leaving now, behave yourself."

"Uh-huh..." Ocellus nervously said, having turned back to normal.

Once Thorax left, Fluttershy held her hoof out to Ocellus, "Come with me dear."

Ocellus was still nervous, but she went along with it, trusting Fluttershy to an extent.

Nearby Pinkie Pie and Deadpool were talking with the Yak leader, Prince Rutheford. "This Yona, she come to school to learn Friendship. You two help her learn!"

"Me excited to be at Pony School, make lots of Friends!" Yona said.

Deadpool chuckled a bit, "I like her already."

"We'll take good care of her Your Majesty," Pinkie Pie said.

"Good, I go now," Rutheford turned to Yona. "Be good!"

"Yes sir!" Yona said.

Another welcomed student was the Hippogriff Silverstream. Remy had noticed her, looking a bit confused, "Never seen anything like that."

Applejack made her way over with Oliver, "Yeah, think that's a Hippogriff, I heard of them but I ain't never seen one."

"Hey! Are you two teachers?" Silversteam asked. "Or are you students as well?"

"Uh, I'm a teacher, name's Applejack, this is mah husband Remy and mah son Oliver," Applejack explained.

"Hi, I'm Silverstream, my Queen is friends with Princess Celestia, and when she heard about this school my dad, who is Captain of the guard, sent me here to learn about Friendship and Pony culture," Silverstream explained.

"Well that's nice, we hope you like it here," Applejack said.

"Me too!" Silverstream said, then walked off, leaving Remy a bit curious.

"Such an upbeat girl," Remy observed.

One pony named Sandbar had been walking around the lobby, trying to find his way around, "Man this place is big..."

"Need help kid?" Peter asked, getting his attention. He had made his way over with Mayday.

"Yeah, I'm kind of new here, though I guess everyone is, and I'm just a bit lost right now," Sandbar said.

"It's fine, my wife, the Headmare of the School, is about to get everyone settled," Peter said.

"Your wife is Headmare Twilight Sparkle?" Sandbar asked. "And you, you're totally Spider-Mane, aren't you?"

"You can call me Peter," the hero said.

"I'm Mayday, his daughter," the girl introduced.

"Wow, you're a cute one," Sandbar said, getting a blush from Mayday.

"She is, isn't she?" Peter asked. "Come on, I'll get you to Twilight."

"Yeah sure, that sounds..." He then heard some crying. "Uh, do you hear that?"

Peter heard it as well, "Mayday, is that you?"

"No, it's coming from over there," Mayday said, pointing to a pink Pegasus.

"Aw, that little girl is crying," Peter said, trotting over to her. "Hey kid, you alright?"

The Pegasus looked up, "There's so many ponies, I've never seen so many ponies, it's so scary."

"Hey it's alright," Peter said, gentling patting her head. The filly wasted no time hugging Peter, "Whoa."

"Sorry, I'm just so nervous, I'm not good in large crowds," the Pegasus said.

"Yeah it does take getting used to, where are your parents?" Peter asked.

"Back home, they sent me here to be in the school but..." the girl wiped her eyes. "I don't know anyone here! What if I don't make friends and end up alone? I'm not good at talking to others."

"Don't worry, we'll help with that," Peter said.

"Golly, you will mister?" the Pegasus asked.

"Of course, I don't know if you recognize me, but my name is Peter Parker, I'm Spider-Mane," the boy introduced. "My job as a hero is to help ponies like you."

The girl nodded her head, smiling up at the hero, "Wow, you really are as nice as ponies say you are."

"Tell you what, why don't you stay with me and I'll keep you safe," Peter said. "What's your name?"

"Cozy Glow."

"Aw, that's a cute name," Peter said. "Alright Cozy Glow, let's go meet my wife, we'll help you settle in."

Cozy Glow nodded, "Ok Mr. Parker."

"Call me Peter," the hero said. "Let's get going."

Peter led Cozy Glow away with Sandbar and a somewhat suspicious Mayday following after him. The school day was about to be something.


In the Dragon World, Loki is observing the Saiyan Goku training from nearby as he has occasionally done from time to time. From what Loki could gather, this Saiyan has some amazing energy, almost God like.

"This is no ordinary mortal being, he has the power of The Gods resonating within him, same with that Saiyan Prince," Loki commented, having seen some of Goku's forms. "Just who are they?"

Goku continued his training until he heard his wife calling him in for dinner. He quickly stopped and made his way home, having been greeted by his youngest son.

"Whatever Discord is planning, I hope he knows what he's doing," Loki said, then began to fly off. "Also, what could Magneto be up to? Knowing him, it must be something quite dastardly."


In Canterlot, Magneto was floating in his room with metallic objects circling around him, one thing on his mind at the moment. "That Crystal Heart..." The objects dropped, Magneto's eyes popping open. "It's power shall be mine..."