• 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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School Daze

The School of Friendship was still flourishing in it's student capacity, everypony gathered from all around Equestria, plus a few non-ponies as well.

Five The Elements rounded near each other along with the new students they had met up with, joined by Peter, Mayday, Sandbar and Cozy Glow. Twilight was standing over a podium, several stacks of note cards in front of her, prepared to deliver a speech to welcome the students.

"Ponies of Equestria, friends from beyond, I welcome you all to the newly found School of Friendship, where with any luck, we can all learn the true values of Friendship and apply it to our every day lives."

"Wow, Princess Twilight is so much prettier up close," Cozy Glow said.

"Isn't she?" Peter replied, completely admiring his wife's poise.

"In the past the country of Equestria faced much adversity, be it our own threats like The Changelings or Discord, threats from my husbands world or from their rival of Capcom," Twilight said. "I know things haven't been easy, which is why I not believe, more than ever we must unite together and spread the Magic of Friendship and Harmony across our lands, to remind ourselves that not all hope is lost. I will continue to protect our world, as will my friends and my husband, who is currently among all of you in the crowd."

Everypony turned their attention to Peter, the stallion casually waving, "Sup everypony?"

"Peter will be helping with this school in any way he can, he's even offering a class on chemistry and physics for anypony interested," Twilight said.

"Yeah, just call me Professor Parker!" Peter said.

"I want to sign up!" a filly named Toola Roola shouted.

"Yeah, me too, I want to be in Spider-Mane's class!" Her friend Coconut Cream declared.

Many other mares and fillies started to express interest, something Johnny found quite humorous. "Figures all the girls want to go to Peter's class. He wouldn't have this trouble if I were a teacher though."

"That so?" Rainbow Dash asked. "You know, I'm gonna be a teacher, what if all the stallions want to come to my class for the same reason the mares want Peter?"

Johnny looked bemused for a second, then burst out laughing, "Well, gonna be honest, I wouldn't be the least bit surprised...though if they're smart they'll mind their distance."

"Wait, I don't get it," Gallus said. "Is Spider-Mane some type of ladies guy?"

"Pretty much, girls seem to like him a lot, never could fully understand what about him is so appealing," Johnny said.

"It's a combination of his looks, smarts and charm," Rainbow Dash said. "I know you might not get it Johnny, but Peter is the ideal guy for a lot of girls, which is why Twilight is lucky she got to him when she did."

"Almost surprised to know that you girls never fought over him," Johnny said.

"Most of us knew Twilight liked him the most, he did stay at her house," Rainbow Dash said. "I think Fluttershy wanted to ask him out, but she was way too shy. Then there's Luna who really liked him."

"Ah, yes, that tragic story," Johnny said, rolling his eyes a bit. "I mean, I think Twilight's better for him, I already feel sorry for Fluttershy being with an old guy like Logan, Peter doesn't need an old lady for a wife."

"Wow, that's harsh," Rainbow Dash said. "Age is just a number Johnny."

"It's about morals Dash, besides Luna's immortal, if she marries Peter then she's just gonna outlive him and be miserable," Johnny said. "I mean she's already thousands of years old, she's better off with another God, like maybe she can hook up with Thor."

"I think I'm finding some flaws in your logic," Gallus said, getting Johnny's attention. "You said Princess Luna's immortal, and that she'll be miserable if she outlives him. Isn't Princess Twilight also immortal? She is an Alicorn after all, they're suppose to be immortal."

"Oh, Twilight..." Johnny tried thinking of an answer. "Well she wasn't born an Alicorn so she should be good, right Dashie?"

"Of course, Twilight's not gonna outlive her friends, Celestia told us herself," Rainbow Dash said.

"While Princess Twilight wasn't born an Alicorn, neither were any other princesses," Gallus said. "I know because I heard that Flurry Heart was the first pony born as a Alicorn, so that means Princess Celestia and Princess Luna weren't either."

Johnny wasn't sure what to make of that statement, "You sure you got your facts right kid?"

"I do my research," Gallus said, getting a confused reaction from Johnny. "What am I not allowed to learn things on my own or something!?"

"I did kind of hear that Celestia was born a regular pony," Rainbow Dash said. "But maybe it's some type of magic that keeps her immortal, since you know, she has to raise and lower the sun everyday."

"Yeah, that makes sense," Johnny insisted.

"In addition, we have members of the X-Men joining our school as Professors, for that I'd like to offer special thanks to Professor Xavier for allowing them to assist in our future," Twilight said.

"Who are the X-Men?" Smolder asked.

"Only the greatest Superhero Group in existence," Bobby boasted. "I'm one of the Founding members."

"You? If you're one of the members they probably weren't that great, your powers are pretty weak," Smolder said.

"Surprise, surprise, the fire breathing dragon thinks her fire is better than my ice," Bobby said. "You have no idea what I'm capable of kid."

"You can show off later Bobby," Janet said. "Twilight still has her speech to finish."

"I hope you all flourish in our school, and use it's life lessons to better yourself and your society, and always make the best of every day. I hope this school can teach you the importance of these three words, Friendship is Magic!" Twilight finished.

"So, this is your school?" Neighsay said, coming in at the end of Twilight's speech.

"Oh, Chancellor Neighsay," Twilight greeted, then turned to everypony. "I'd like to introduce you all to Chancellor Neighsay, he's the one who helped me build this school."

"Yes, that I am," Neighsay said. "Miss Sparkle, when you have a moment, I wish to speak with you on some matters."

"Sure thing, I can help you right now," Twilight said, then called out to the crowd. "Logan, mind getting everypony settled in for now?"

"I got it covered," Logan said, making his way to the front. "This way everyone, I'll get all of you a schedule so you can settle into class!"

As everyone followed Logan, Twilight met up with Neighsay outside the school property, "So what did you need sir?"

"Twilight Sparkle, when I allowed you to open up this school, I was under the impression you would take your staff under much more consideration," Neighsay said.

"What's wrong with my staff?" Twilight asked. "My friends are more than capable of teaching and I have actual teachers thanks to the ties me and my husband had from Earth."

"It is your friends that's the trouble," Neighsay said. "I did not help you open your school to give your friends employment, education is a serious matter."

"My friends are very qualified for this, I wouldn't have given them this opportunity if they weren't," Twilight said.

"And what of the others? Those Earth dwellers," Neighsay said.

"You mean the X-Men?" Twilight asked. "They're teachers back home, or they're at least high ranking in their classes. They would be teaching at Professor X's school if they weren't at mine."

"Miss Sparkle, an Equestrian school for ponies should be just that, a school for ponies, bringing in non-ponies who likely know very little of our culture strikes me as counter-productive," Neighsay said.

"This school is about teaching Friendship, you don't need to be a pony to know about Friendship," Twilight said. "I trust my friends and I trust the X-Men to do a good job. I promise that things will go By the Book."

"I should hope to Miss Sparkle, I shall give you one chance to show me otherwise, any mistakes will result in your school licensing being revoked," Neighsay warned. "Keep the school in line, and make sure those humans don't disturb our natural order."

"...Yes sir," Twilight said, unsure how to really feel about this.

Neighsay walked off, using his artifact to step through a portal to Canterlot. Just as he did so, Wanda had made herself known, with the rest of her Brotherhood by her side.

"Oh, Wanda, you're here," Twilight said.

"Wow, really pleasant guy," Wanda commented on Neighsay.

"Keep the humans under control? Who the hell does he think he is?" Avalanche asked.

"I know he came off brash but he's just has Equestria's best interest in mind," Twilight said. "Plus you have a chance to prove his worries wrong at least. You are the original students, if you can show how well accustomed to Friendship you all are, then I know there's hope."

"Hope you're right," Pietro said. "At least let's hope he's open minded enough to accept whatever we prove to him."

"Man, no matter the world there's always gonna be that one thick headed guy," Avalanche said, walking off with the Brotherhood following after him.

"I gotta make this work, for the sake of both our worlds," Twilight said.

The following week was the opening of the school, each of the Elements teaching their own classes, Pinkie teaching about Laughter, Fluttershy about Kindness, Rarity about Generosity, Rainbow Dash about Loyalty, Applejack about Kindness and Twilight about her Element of Magic. The various X-Men also took to their classes, a major subject being Earth Culture, an effort for Twilight to help ponies understand Earth Culture.


A few days passed, Twilight was sitting in her office, grading some papers. To her concern it seemed like a good chunk of the papers had pretty poor grades. She could chalk that up to it being the first week, she hadn't fully expected many students to do that well, this was simply her way of gauging the current education level. But unfortunately the scores were lower than she expected it to be.

As she continued thinking things over, she heard a knock on her door. "Come on in."

Entering the room was Logan, "Hey Twilight, I think we have a slight problem."

"What is it Logan?" Twilight asked.

"I've been taking note of the students, a lot of them seem kind of...bored," Logan said. "Which I'm normally used to seeing back at Chuck's boarding school but these students just don't look like they're getting it. I figured a school founded on Friendship would be a bit more entertaining."

"I've noticed myself, the testing I did earlier shows me that as well," Twilight said. "I don't get it, given how good my friends are on the subject, you'd think they'd know what to do."

"I mean, I saw Pinkie Pie using a science formula to explain laughter, whether it was accurate or not I couldn't tell, but that just seems really wacky, even for Pinkie Pie," Logan said. "Fluttershy told me she's worried that she's not doing a great job, and from the looks of things, the other girls have those same worries."

"Maybe we need to try something different, a way to reach out to the students," Twilight said. "This is a bit more difficult than my one on one training sessions with Wanda, or the time I tried tutoring Rainbow Dash on Wonderbolts of the past, trying to teach an entire class the same way is posing more challenges than I thought. At least the X-Men seem to be doing alright."

"They have a better idea of school since they grew up in one," Logan said. "Maybe it's just something your friends have to get used to as well, I know teaching a class for the first time might not be the easiest thing to do, but the thing about Friendship is that it's something that comes natural, so your friends should be natural about teaching it. Maybe have a talk with them about it."

"Yeah, I will, thanks Logan," Twilight said. "I'm hoping at least some students could learn on their own, thus making the lessons easier to understand. I mean the bright side is that everypony seems to be getting along."


Meanwhile in the halls, Rainbow Dash and Johnny were seen breaking up a potential fight between Yona and Gallus.

"What in Tarnation is going on here!?" Applejack asked, having lassoed Gallus while Remy held back Yona.

"Just a friendly discussion among friends about the Magic of Friendship," Gallus sarcastically commented.

"You think you funny or something?" Remy asked Gallus. "Get back to class, unless y'all want a week of detention."

"Does a school of Friendship even have detention?" Gallus asked.

"You heard the man, back to class, detention or not there will be consequences if everyp-ah mean everyone don't get back to class right now!" Applejack warned.

The kids groaned in annoyance, all going their separate ways, much to the concern of the two couples.

"Some school of Friendship this is, we got kids picking fights with each other," Remy said.

"That's because Twilight wants to do things by the book, which isn't working!" Rainbow Dash said. "Doesn't help that we're all lousy teachers, maybe this school wasn't a good idea."

"Come on, it's just the first week, these students are getting accustomed to the school, and each other," Johnny said. "You can preach Friendship all you want but not everyone's gonna get along so easily."

"Let's talk to Twilight about this, maybe we can get her to understand," Remy said.

"I second that, let's go," Rainbow Dash said, walking with her friends to go see Twilight in her office.

Upon arriving, they could see that the others had already come to complain, with Bobby, Rarity, Fluttershy, Logan, Pinkie Pie and Deadpool all in the room trying to explain themselves to Twilight.

"Look, I know things aren't going well, but that's perfectly fine," Twilight said.

"...You're not Twilight are you," Bobby said, freezing up. "Are you a Changeling!? Is this revenge!?"

Twilight trapped Bobby in a magical orb, much to the mutant's annoyance as he tried breaking free. "Don't say stuff like that, suppose a Changeling heard you, you'll give them the wrong idea."

"I do agree with you on the Changeling thing Twilight," Logan said. "But I will admit you do look way too calm."

"I know you're all worried, but as long as we follow the book that Chancellor Neighsay gave us, we'll be fine," Twilight insisted.

"I really don't think it'll be that simple Twilight," Johnny said. "That book might work well for a conventional school, but this one's a little different."

"Even the Boarding School back home had to adjust to it's own student body," Remy said. "Not everyone gonna learn the same, just a moment ago we had to break up a fight."

"Hey, the X-Men aren't having trouble, I just saw Jubilee's class and they seemed really into what she had to say," Twilight said.

"Yeah, because she's not teaching her class, she's telling them stories about the X-Men," Bobby said.

"...I'll have a word with her later then, but we need to go by the EEA's rules," Twilight said. "They're gonna be here later for Friends and Family day, they have to see us doing things by their rules."

"Well their rules suck!" Johnny said, the others agreeing. "Twilight, I know you like following rules, but maybe try setting your own. You're a Princess, you should have some leeway."

"Even Princess Celestia follows these guidelines Johnny," Twilight said. "I can't use my power to assert my opinion, that's not the Equestrian way. Now I still have some files to attend to, so please get back to your classes and just make the best of it. You're all very smart and you have the resources, if you need advice, talk to the X-Men. Except Jubilee since she's taking a few liberties, hopefully she doesn't affect the EEA meeting."

"Or they could take a few notes from her," Bobby said. "Just saying."

They heard a knock on the door, looking ahead they saw Peter, "Hey, sorry for interrupting, but a certain somepony had a present for Twilight."

Coming into the office was Cozy Glow with an apple. "This is for Princess Twilight, it's an apples, and they're sweet just like she is."

"Aw, you're so precious Cozy Glow," Twilight said as the filly flew over to her desk, placing the apple there.

"Isn't she adorable?" Peter said. "She told me how she went to a stand that Big Macintosh was running and got that Apple especially for Twilight."

"It's cute I guess, but Twilight's friends with Applejack, so she could get those apples whenever," Bobby said, getting a slight pout from Cozy Glow.

"Oh hush Bobby," Rarity scolded. "It's a nice act of Generosity."

"It's all thanks to you Professor Rarity, you're a great teacher," Cozy Glow said. "So is Professor Fluttershy, it is nice being Kind to others, and getting a smile out of them, like Professor Pinkie Pie said."

"Aw, she is precious," Fluttershy said, rubbing her mane.

"Careful, a girl sweet as that might give you a cavity," Remy said.

"Ugh, dude that sounds like one of Peter's jokes," Bobby said.

"You mean the ones that are funny? The opposite of Bobby jokes?" Peter said, getting a glare from Bobby.

"Alright that's enough, everypony back to your classes," Twilight said. "And Cozy Glow, thank you, seems this school is doing just fine in teaching Friendship."

"It sure is," Cozy Glow said, making her way out the room with the other ponies. Peter however made his way over to Twilight.

"So, rough day?" Peter asked.

"More like rough week," Twilight said. "This school's not going as smoothly as I hoped."

"These things take effort, you got this Twi," Peter said. "Well I'll see you later for Friends and Family day."

"See you then Peter," Twilight said. Just as her husband left, the mare sighed in worry and uncertainty. "I hope things pick up soon."


Unfortunately things were gonna get worse, for at this moment, the very six students who caused some trouble in the halls were getting ready to leave school a bit early today. Gallus and Smolder wanted to go out and enjoy themselves and talked Sandbar, Yona, Silverstream and Ocellus into joining, promising to be back for Friends and Family day, unaware of the trouble this would cause.

Twilight and Peter strolled through the gardens of their school, the hero happily observing the students that came and went.

"Well everything looks like it's going well at least," Twilight said. "All the students look so happy."

"Great turnout too, it's so to nice this school take off like it has," Peter said. "This is the type of school I wish I went too, much friendlier faces here than in Midtown."

"As I expected, my friends were worried for nothing," Twilight said. "Of course there were bound to be a few first week jitters, it's all about adjusting to your environment, something you and I are well accustomed to."

"Well mine was a bit more since I literally came from a whole other world, but I can see the resemblance," Peter said. "Though, it did sound like there was some trouble with some students earlier."

"As long as things go by the book, the we have nothing more to worry about Peter," Twilight insisted. "My friends, your friends and the X-Men can handle any trouble."

"Trouble you say?" Came the voice of Neighsay as he came through a portal.

"Chancellor Neighsay!?" Twilight said in surprise.

"Dude that teleporting thing is awesome," Peter said.

"Do not attempt to flattery with your Earth comments," Neighsay said. "Princess Twilight, you sounded quite surprised to see me, thus showing you are unprepared. Plus you mentioned trouble, care to elaborate?"

"Oh it's nothing really, just a few hiccups, but it happens to the best of us, right? Twilight asked.

"Yeah totally dude, Twilight's got this," Peter said.

"If you insist, Mr. Parker," Neighsay said, bringing out a paper an quill. "I shall observe your educational facility, this better be by the book, Princess."

"It is indeed, come, allow me to introduce you to the faculty," Twilight said, nervously leading Neighsay around with Peter following. He had to admit, this guy was a bit strange, almost like he'd look for any reason to have this school shut down if it failed even the slightest requirement.

Twilight and Peter led Neighsay into the school, the stallion said very little, only occasionally commenting on a thing or two, such as class participation or the decoration.

As they strolled through, Rainbow Dash rushed over to Twilight, looking very frantic, "Twilight! Big problem!"

"Uh Rainbow Dash? Why aren't you teaching your students right now?" Twilight asked.

"Because they're gone..." Rainbow Dash noticed Peter gesture to a suspicious Neighsay. "Gone on a Loyalty field trip! I'm just here to...grab a pencil!" Rainbow Dash pulled a pencil seemingly out of nowhere. "That's it, just me grabbing a pencil, nothing specific about that."

"Yo Dash!" Johnny said, making his way over. "Did you find Twilight and tell her about the-"

Rainbow Dash flew in and locked Johnny in a kiss, surprising him very much. While he loves his wife's kisses, he didn't think now was a good time.

"What...is she doing?" Neighsay asked.

Rainbow Dash pulled away, "Sorry, I just really love my husband!"

"Your...husband?" Neighsay asked. "He's one of those Earth Heroes, I recognize his insignia."

"Who's this creepy dude?" Johnny asked.

"Chancellor Neighsay, the most important pony in the EEA," Twilight nervously said. "Who can decide the fate of this school's future!"

"Wait he..." Johnny realized his blunders. "Uh, yeah, sup dude? Yeah that 'creepy' comment? Back on Earth it's a type of slang, you know how kids say 'That's bad' when it's actually good? Like, that is a thing here right? I think I heard the Crusaders use it."

"Do I look like I follow any type of this 'slang' you speak of Mr. Storm?" Neighsay asked.

"No sir..." Johnny said.

"Also, what is your purpose in this school?" Neighsay asked.

"I help my wife with her class," Johnny explained. "The best way to show friendship is genuine examples, especially the ultimate friendship that is marriage."

"Yes, now I am quite curious about this lesson your wife is teaching, this so-called field trip," Neighsay said. "Would you mind taking me to your students, Professor?"

"Field trip?" Johnny curiously asked. "What is he-"

"You know, that field trip those six students are on? Come join us Johnny, maybe you can help in this lesson, like you so often do," Rainbow Dash nervously said.

"Oh gee, that'd be great, but we really should be getting ready for Friends and Family Day!" Twilight said, grabbing her watch.

"Yeah, those students on this Field Trip should be there," Peter said. "But just in case, I'll go personally make sure they make it in time." Peter quickly zipped away faster than anyone could notice.

Neighsay still had his suspicions, "So, Friends and Family Day?"

"Oh you'll love it, come on," Twilight urged, getting the Chancellor to follow after her, Rainbow Dash and Johnny nervously following.


After school was the beginning of Twilight's Friends and Family day event. All the students brought over their relatives, in addition the representatives of the different nations were all present and enjoying themselves.

Spike had come back with Janet, the two bringing Hope and enjoying a toast with Ember. Logan and Fluttershy enjoyed a nice conversation with Thorax, with Laura, Lightning Dust and Rina nearby as well. Starlight had also been invited, and was joined by Trixie, the two enjoying a glass of punch together.

There were various guests at the event, Avengers such as Cap, Stark, Thor, Hawkeye, Natasha, Ant Man, Black Panther, Falcon, The Winter Solider, Captain Marvel and Miss Marvel. X-Men such as Professor X, Cyclops, Jean Grey, Beast, Storm and the teachers. Magneto and The Brotherhood also attended, making for an interesting reunion between Magneto and Professor X.

"Good to see you again Charles, it's been quite some time," Magneto greeted.

"Same to you Eric, I must admit I am very surprised to see you here," Professor X said. "I never took you for one to appreciate Equestrian Culture."

"They do have a rather interesting Philosophy, Friendship is Magic," Magneto said. "From what I've gathered during my time here, this world's magic is quite something, to live in a world where mutants are free to be themselves, that is quite the dream for men of our capabilities."

"Equestrian culture is a bit far more evolved than humans, being here shows us what humans are capable of being if they put their hate and fear aside," Professor X said. "Funny, from what I've read, even Equestrians have had their struggles in regards to acceptance."

"Are you referring to the Windigos?" Magneto asked.

"Yes, sounds to me like you've read up on how each pony used to be a tribe until one day the Friendship among an Earth Pony, Unicorn and Pegasus created magic strong enough to drive them away," Professor X said.

"Thus their Holiday of Hearth's Warming came to be," Magneto said. "I find that story quite fascinating, here I am wondering when the humans of our world will finally put that behind us."

"In due time Eric, I mean, it took ponies quite some time to get used to that concept, and I don't believe the change happened overnight," Professor X said. "But if it did, well that would be quite impressive."

"Yes, quite, "Magneto said.

Sunset Shimmer had also come by with Capcom warriors such as Ryu, Ken, Chun-Li, Dante, Chris, Rebecca, Spencer, Strider Hiryu and Mega Man. Square Warriors such as Cloud and Tifa were also allowed to come, even bringing a third friend, member of Avalanche Barret Wallace.

"What do you think Barret?" Tifa asked her friend. "Such a pretty world isn't it?"

"You weren't kidding about this place, it really is something else," Barret said. "Everyone seems so much happier here than back home."

"Next time you can bring Marlene, I bet she'll like this world," Tifa said.

"No doubt about it, I could already see the smile on her face, "Barret said, then gestured to Cloud. "Unlike Mr. Sunshine over there."

"Cute," Cloud sarcastically replied. "Why are we here again?"

"Sunset Shimmer invited us, she wants us to represent our world on this Holiday to further show the kinship between the dimensions," Tifa explained.

Nearby the Capcom Warriors had gathered together, occasionally interacting with some of the students. Many of them found the group cool, having remembered them from the Marvel vs Capcom Tournament, others weren't too keen on them, given their prior troubles with Spider-Man and the Marvel Heroes.

Ryu however seemed pretty interested in the building nearby, "So this is Twilight's school. It looks very impressive."

"She spent a lot of time getting it built, we're so proud of her success," Sunset said. "This school is what could potentially lead Equestria into a better future."

"And Twilight's friends are all teachers now, right?" Spencer asked.

"They along with some of the X-Men," Sunset said. "Two worlds coming together to make this school a reality."

"Maybe we can get one built in our world," Chris said. "Help others learn a bit more about Friendship, we'd be better off than we are now."

"Same with my world," Barret said. "Could always use a bit more unity."

"How do you teach Friendship?" Cloud asked.

"That's something we can ask Twilight and her friends," Sunset said. "In fact, here she comes now, she's with the Chancellor that gave her this chance."

"Let's go introduce ourselves," Chun-Li said.

As Twilight led Neighsay around the party, the stallion still looking rather displeased, a very loud warning had been issued. "Everyone watch out!"

"Was that Peter?" Stark asked, looking into the air along with The Avengers, and everyone else.

In the skies above was Peter riding on a giant bug monster that happened to be chasing the Six missing students.

"Peter!?" Sunset asked.

"The school is in danger!" Neighsay shouted.

All the ponies began to panic and ran for safety. The Elements and X-Men went to assist the ponies to safety while The Avengers, Capcom Warriors and Avalanche form a line of defense.

"Let's get those kids to safety!" Cap ordered.

"I'm on it!" Stark said, flying in to grab Gallus and Sandbar from the air while Thor did the same with Yona. Strider flew up as well, assisting Smolder and Silverstream to the ground while the others got ready for battle.

"Open fire!" Chris shouted as he, Rebecca, Dante, Spencer and Barret fired at the bug monster while Hawkeye sent some arrows, Captain Marvel fired some beams, Sunset shot some magic while Ryu and Ken fired some Hadoukens, all trying to knock the monster from the sky.

"Hey watch it! I'm still up here!" Peter called down.

"Get off the monster then! We'll be able to kill it much easier!" Dante said, reaching for his sword as Cloud did the same.

"I shall assist," Strider said, however Silverstream held him back. "What are you doing!?"

"Don't hurt her, that's our friend!" Silverstream said.

"Friend? You befriended a giant monster!?" Cap asked. "Kids that's dangerous."

"No, she's not really a giant monster!" Gallus warned. "She's actually-"

Suddenly the monster turned into Ocellus, the Changeling losing her balance and falling from the air, Peter falling with her. Thinking quickly he webbed toward the ground and grabbed Ocellus o the way, holding her tight as he rolled through, landing on the ground to soften her fall.

"Wait, that was a Changeling?" Chris asked.

"That's not a bad Changeling though, is it?" Tifa asked.

Rebecca got a good look, recognizing her almost immediately, "Ocellus?"

"You know her?" Captain Marvel asked.

"Yeah, she came by one day to check on her father after he got attacked by those mystery renegades," Rebecca said, making her way over.

Peter shook his head, feeling a bit confused at what had happened, then overheard Silversteam's confession. "I guess cutting class was a bad idea."

"Ya think? You kids are in so much trouble," Peter warned, getting their attention. He was mad, the students felt a little uneasy seeing the disappointed look on his face. "I can't believe you blew off class, Twilight and Rainbow Dash were worried sick about you!"

"Sorry Mr. Parker," Silverstream said, bowing her head.

"Yeah, we're really sorry, we didn't mean to cause trouble," Ocellus said.

"I hope so, well at least you're all safe, that's what matters the most," Peter said, just as Twilight and Neighsay arrived. "Found the kids Twilight, looks like they failed their field trip."

"I am so disappointed in the six of you," Twilight said, then turned to Neighsay. "I'm sorry about my students, seems that they-"

"Those are you students!?" Neighsay asked in disbelief. "Your school was to defend Equestria against dangerous creatures who don't have ponykind's best interest at heart!"

"This is a school of Friendship, not some military academy, for that you want The Wonderbolts," Peter said. "Ponies are here to learn friendship."

"And what of those other creatures?" Neighsay asked, gesturing to the non-pony kids. "You intend to allow them into our sanctuary?"

"Uh, yeah?" Peter said, very confused by Neighsay's reaction. "Dude what's the big deal about inviting non-ponies?"

"Of course a human would believe so," Neighsay said, somewhat offending Peter.

"What's that suppose to mean?" Peter asked. "Twilight built this school off of Friendship so we can learn to co-exist with each other!"

"And you don't expect these creatures to use what they've learned against us?" Neighsay asked. "Are you that simple minded?"

"Chancellor, with all due respect, Friendship isn't just for ponies," Twilight said.

"It should be, non-ponies can't grasp the concept as well as we have," Neighsay said.

"That's a load of crap man," Peter said. "What makes you think us 'non-ponies' can't handle Friendship?"

"Well for starters, I've read up on Earth culture and I know for a fact that humans are a very self-destructive species focused on monopolization and hierarchies," Neighsay said. "It sounds like they wish to bring that instability into Equestria by trying to mix us up with riff-raffs such as Dragons and Yaks, not to mention your failed attempt in bringing the Changelings to our side, which led to more chaos and destruction! Ponies are not meant to mingle with other creatures."

This line caught the attention of pretty much everyone nearby. The X-Men looked quite bothered, Magneto and his Brotherhood looked rather furious, the other Marvel ponies felt uncomfortable, the Capcom and Square residents looked a bit offended, as were the other non-ponies.

"How dare you, what right to do you have to say that about us!?" Peter asked, his friends backing up his claim.

"I'd like to know myself," Ember said, making her way over with Thorax, Rutheford, Grandpa Gruff and the Hippogriff Representative Sky Beak. "You have a problem with us creatures!?"

"You act like if Dragons and Ponies have always gotten along, seeing that your kind love to torture us when you see fit," Neighsay said.

"My kind!?" Ember asked, highly offended. "I am not going to let one of my subjects attend a school approved by someone like you!" She turned to the young Dragon. "Let's go home Smolder!"

"But Ember!" Smolder pleaded.

"Now! This isn't for discussion, clearly we Dragons aren't accepted in Pony culture just yet," Ember said.

"If ponies don't want Yaks, then Yaks don't want ponies!" Rutheford said. "Yona! We go home now!"

"Hold on!" Cap said, trying to get their attention. "Let's not be too quick to decisions, let's try a more diplomatic approach. This school is about Friendship after all."

"Some Friendship, apparently us non-ponies can't grasp the concept," Ember said.

"Please, don't give up on this idea, if you leave now then things will only get worse, don't make him think he's right," Cap said.

"But what if he is?" Thorax said. "Maybe ponies and Changelings aren't ready to co-exist if something like this is causing such a ruckus."

"We can't think like that, you joining this School is the first sign that you want things to be better," Cap said.

"That's enough Captain, and I use that term loosely," Neighsay said, much to Cap's annoyance. "It's pointless to convince them to stay, since I am closing down this school."

"Excuse me!?" Twilight asked.

"You, Twilight Sparkle, failed to meet the EEA's standards," Neighsay said. "With your irresponsible teachers, your students skipping class, inviting these creatures to endanger ponies! Your staff is even consisted of the very humans who created the self-destruction of their own society!"

"That's it, I'm done listening to this," Cyclops said, stomping over. "I'm honestly amazed, a whole different world and there's still simple minded people like you who think differences are a bad thing! You only hate us because you fear us, and the reason you fear us is because you won't take the time to understand us or our culture. Are humans flawed? Yes, we are. But obviously ponies can be flawed if one like you is making such hypocritical statements, but just as there are flawed humans and ponies, there are also both who strive to do the right thing and create equality among the masses. Honestly, saying that Friendship is just for ponies when Friendship is about inviting others in!"

"Inviting others in? Like how Twilight Sparkle invited Spider-Mane into our world, bringing in a bunch of other heroes who have done more bad than good," Neighsay said. "Not to mention that other Earth full of ruffians who's only spoken language is through physical violence."

"You better not be talking about us!" Dante called out.

"I am, you Capcom dwellers are too focused on flexing your muscles to realize the reprehensible chaos you've bestowed on our world," Neighsay said. "Why you're still allowed to be in our dimension, I shall never know."

"I really wanna clobber that guy," Spencer said, looking ready to do so.

"Don't, you'll just prove his point," Chun-Li said. "But I know how you feel, I never would have imagined a pony could be so...discriminatory, even to residents of it's own world."

Barret huffed in annoyance, "Always has to be that one stuck up guy, bet he'd make a fine Shinra Employee."

Nightcrawler teleported over to Neighsay, "Sir, I implore you to reconsider, Twilight Sparkle had the best interest in mind, don't let a few mishaps affect your judgement."

"I have nothing to say to you, human," Neighsay said, then turned to the school, casting a spell that locked it up in magical chains. "As head of the EEA, I declare this school to be closed!"

"No!" Twilight shouted. "Please Chancellor, we worked so hard!"

"Clearly not hard enough," Neighsay said. "If you had higher standards for who you admitted, both in staff and in students, then this could have been avoided!" Neighsay used his portal device to leave Ponyville and make his way back to the EEA.

"Seems as if some ponies still have that darkness within them," Magneto commented, then began to walk off. "I better act quickly."

"Dad, wait up," Pietro said, following after Magneto with the rest of The Brotherhood.

"That pony," Nightcrawler said, still in a state of surprise. "He looked at me with the same disdain as the humans back home, back when I was just a young boy in Germany."

"Kurt..." Twilight sympathetically stated.

"Oh, it's fine Twilight," Nightcrawler insisted, not wanting Twilight to feel saddened over this. "I've grown quite used to this, and I have strong faith in the God I worship to endure whatever challenges come my way. But it seems like right now you have the biggest challenge to overcome."

"I just wanted to bring everyone together, I can't just let this end," Twilight turned to the non-ponies. "Won't you stick around?"

"Sorry Twilight, but this is a lost cause, I'm taking Smolder home," Ember looked around. "Smolder?"

Nearby Smolder was face to face with Ryu, glaring hard at the martial artist.

"Uh, may I help you?" Ryu asked.

"...No, you can't," Smolder said, turning away. "Maybe we are better off away from someone like you."

Ryu seemed confused as this young dragon just walked off, wondering where this even came from. He wasn't alone, as Dante seemed just as confused, and more vocal about it. "What the hell was that about?"

Chris rubbed his chin, "Think she recognizes us? I mean we did get into a fight with some dragons a few years ago."

"I don't remember seeing a kid though," Dante said. "Unless those other dragons spread the word on us."

Thorax was seen walking away with Ocellus, Fluttershy rushing to his side, "Thorax wait."

"I'm sorry Fluttershy, but it's over," Thorax said. "Don't get me wrong, I'm happy that there are ponies like you who see us as friends, but Changelings have caused trouble for Ponykind. I guess we just weren't meant to co-exist."

"Don't think like that," Logan said, arriving as well. "I know it's not easy to be accepted, I went through the same trouble back home, all my friends did, but it's times like this you gotta stand yer ground."

"He's right!" Rebecca said, making her way over. "You've already been through a lot, it has to mean something! Don't let it go to waste!"

"I'm sorry, I just can't," Thorax said. "Maybe it would be better if we didn't come back at all. Truth be told, sometimes I worry whoever that group was that attacked us will return if we Changelings get too close to ponies, maybe this was a forewarning."

One by one, the other students left as well with their Kingdom leaders, the Dragons returning home, same with the Griffons, the Yaks, the Changelings and the Hippogriffs. Sandbar was left alone as his friends had left, for who knows how long.

"This is bullshit," Johnny said. "All that effort just for one prejudiced pony to ruin everything!"

"I had no idea someone like that ran the EEA," Applejack said. "This is the stuff that will drive the Kingdoms apart."

"Wouldn't be surprised if he tried driving the worlds apart," Bobby said. "I mean you hear that crap about us doing more bad than good? I thought that Thunderlane guy was the only pony who thought guys like us were no good?"

"Maybe it's spreading," Deadpool said.

"For once, I agree with you," Rarity said. "This is certainly a travesty."

Peter couldn't believe any of this, so much for Twilight's perfect school. Of course he expected a few hurdles but he certainly didn't expect anything like this. He's no stranger to judgmental ponies, he experienced that first hand when Equestria discovered that he was a human, granted he was quick to get back on their good side, there were still plenty who did not trust him, especially considering the danger he brought with him.

"Peter?" The hero looked down to see a very sad Cozy Glow. "What's gonna happen? Does this mean we have to go home and never make any friends?"

"Oh no Cozy, I won't let that happen," Peter said, rubbing her mane. "We're just running into a minor bump in the road, nothing I can't handle."

"I hope you fix this soon, if I had to go back home and never see you again..." Cozy's eyes began to water. "That would be the absolute worst."

"Hey come on Cozy, remember who you're talking with," Peter said, bringing the filly in for a hug. "I'm The Amazing Spider-Mane, there's no problem I can't fix, especially with my friends by my side."

"Yeah, you're right," Cozy said, nuzzling against Peter. "I should try to have faith in you."

"Aw, that's so adorable," Fluttershy said, having noticed from nearby. "Peter's so good with kids."

Mayday looked a little suspicious, this girl was really making herself out to be a real teacher's pet already, plus something about Cozy replacing most of her 'R' sounds with 'W' sounds just sounds really annoying to her.. Maybe she's overthinking it, but something about Cozy Glow just rubs her the wrong way, that and she doesn't really care to see another filly getting her daddy's attention like this.

"Cozy, why don't you go with my friends, I have something to take care of," Peter said, releasing his hug.

"Alright Peter," Cozy said. "Oh but, how will I get home later? I didn't really plan for this, and I live pretty far away. I don't want to go home by myself, especially if I'm gonna get there so late."

"Um, maybe I'll talk to Twilight and you can spend the night, with any luck we could get the school opened again and you won't have to go home at all just yet," Peter said.

"Golly, you'd do that for me? You're so nice!" Cozy said, then flew up to kiss his cheek. "Thank you Peter, you're like the big brother I've always wanted."

"Heh, not the first filly to tell me that," Peter said, blushing a bit. "Go on now Cozy."

"Alright Peter," Cozy said, then started flying over to the rest of the Mane Six and their husbands while Peter went about his business, there was another mare who needed his attention right now

Twilight sat in disbelief, all her hard work gone in an instant. Peter was quick to comfort his wife, the moment he got close she wrapped him into a hug as she sobbed into his shoulder.

Many had pitied Twilight's saddened state, especially Cyclops who understood her pain, and Cap, not liking seeing a good pony like her reduced to tears. Even Stark could not bear to see her cry, he just wish he knew what to say to her.

The other world warriors were also at a loss for words, never had they expected to see such talk in Equestria. The Capcom Warriors in particular feel some of the blame for this, obviously this EEA pony did not trust non-ponies much, and their attitudes and rivalry towards the Marvel Heroes years back obviously did not do them any favors as humans. Even to this day they must live with the consequences of their foolish actions.

"Poor Twilight," Rebecca said, returning to her friends. "Same with the others, especially The Changelings. They're not bad once you get to know them, they're living breathing creatures like us, and many of them did try to make a change for the better."

"Sometimes that's not enough," Spencer said, looking to his Bionic Arm. "Sometimes you can do everything right, but some thick headed assholes just want to screw you over anyway."

"We should go, Twilight looks pretty heart-broken," Sunset stated, readying a portal.

"She needs time to figure this out, I hope she's successful," Ryu said.

"Really wanna punch that guy in the face though," Dante said.

"Tell me about it," Cloud added.

"Remember what Chun-Li said though," Strider reminded.

"Yeah, yeah, I remember," Dante said. "Still wanna clock that douchebag."

"If I clock him, that at least puts the Capcom Warriors in the clear," Tifa suggested.

"Tifa we just got your world linked to Equestria, don't ruin it now," Sunset said, finishing the portal. "Twilight will figure it out, but if she needs help then we can assist, non-violently of course."

"The smart thing would be to prove that we're not as aggressive as many believe we are," Strider said. "That would be the first step."

"What do you want us to do? Go around hugging everypony we meet?" Dante joked.

"We'll figure that out later, let's go," Sunset said, leading everyone through the portal.

Within moments, the Capcom and Square Warriors had warped back to Canterlot. The Avengers decided to stick around a bit to further assist anypony shaken up from what they thought was a monster attack. The X-Men also stuck around, wanting to explain things to the students and hopefully give them a ray of hope.

Nightcrawler had made his way over to Twilight, patting her on the back, "While you may not share the same religion as me Twilight, just know that I will be praying to God above for things to turn out well for you. But you are a strong mare, I know you have it in you to endure this trial and come out even stronger."

Twilight wiped her eyes, facing Nightcrawler. "Thanks Kurt, I'm sorry about all this."

"Do not apologize for having a kind heart," Kurt said. "Or for wanting to set a good example."

"He is correct, Twilight Sparkle," came the voice of T'Challa. The mare turned to face the King of Wakanda. "You must also know this, part of being a leader means making a stand, and doing what you believe is right. From a King to a Princess, never forget you can always make a difference if you believe in your cause strongly enough."

Cap made his way over, prepared to give his own little speech, "When you have a dream, you don't let it go down without a fight. The country I grew up in wouldn't be what it is if people gave up, that is the true American Dream, to always pursue your goals. And it doesn't just apply to my country, Wakanda wouldn't be what it is without the bravery of both it's King and it's people because they never give up either. You, Twilight Sparkle, can not give up, show the heart of a true Equestrian, show that Chancellor the true meaning of Friendship."

Twilight sniffled a bit, looking to the three. "Thank you all very much." She bowed to them. "I won't let you down."

"May the Grace of God smile upon you," Nightcrawler said, bowing to Twilight.

"May you find your path," T'Challa said, doing the Wakandan salute.

"May you fight for the Equestrian Dream," Cap said, saluting Twilight.

"I won't let you down," Twilight said. "Or any of my students. I'll get this school up and running."

"And you have friends that will help," Peter said. "We'll all work together, maybe the X-Men can help give advice, they've gone through their own hurdles."

"The Professor can definitely help you out, he would empathize with you the most," Nightcrawler said.

"Come on, we'll take you to him Twilight," Cap said.

Twilight agreed and joined with Peter, Cap, Nightcrawler and T'Challa in going to speak with Professor X. Meanwhile Logan seemed to be looking around in confusion, something on his mind.

"Logan, is something wrong?" Fluttershy asked, getting his attention. "It looks like you're trying to find something."

"Yeah...where's Magneto?" Logan asked. "He and The Brotherhood just disappeared."

"Maybe they were bothered by that Neighsay pony, he did say such terrible things," Fluttershy said. "It probably brought back some bad memories for them."

"Hm...I really would rather Magneto not be off on his own, I shudder to think how he would react to all this," Logan admitted, hoping his worries were for nothing.


Things seemed normal for now, Magneto had simply just returned home with his Brotherhood while The Avengers all returned home as well, many returning to Earth except Thor who went to Asgard for the night and Tony who went to Manehattan for some business. The X-Men had returned to Rochester but promised to be back the next day to further assist Twilight. The Elements and Ponyville Heroes also returned home, Cozy Glow getting to stay in the Golden Oaks Library with the Parker-Sparkle Family.

The next day however, things really took a dire turn. Neighsay was finishing up some paperwork in his office, marking down the closing of Twilight's school.

"We'll be leaving now Neighsay," a mare said. "Will you be joining us?"

"I am fine, leave me be for now, I have work to finish," Neighsay said, writing some stuff down.

"Don't take too long," the mare said. "You don't want to-"

Suddenly the doors were blasted open, knocking the ponies back and surprising Neighsay, "What in Equestria!?"

The ponies somehow found themselves levitated in mid-air, but not through magic. Something else was raising them above ground, something unusual to them.

"What is the meaning of this!?" Neighsay asked, then noticed a pony walking into the room, that pony being Magneto.

"Such a shame," the Magnetism Mutant said. "Even in Equestria there are still simple minded fools like yourself who refuse to be open minded. I thought coming here would be a nice change of pace from the cruelties back in my world, but alas, it wasn't meant to be."

"What is the meaning of this, do you believe you can get away from barging in here like this!?" Neighsay asked, preparing his magic, ready to fight Magneto off.

Magneto was having none of it, he simply used his powers to fling away the other ponies, then grabbed Neighsay, binding him around his body and neck as his amulet was being pulled in. "Ponies like you are no different than the humans of Earth who do not wish to accept the natural order of change. I intended to use Equestrian Magic to finally rid the Earth of all that plagues it, but I can see that Equestria needs a little cleansing as well. That is the only way for there to be true Peace and Harmony."

"What do you intend to do!?" Neighsay struggled to ask.

Magneto levitated the magic amulet off of Neighsay, "First I'll need to borrow this so I may make a quick travel to The Crystal Empire."

"You won't get away with this!" Neighsay shouted.

"On the contrary, I already have," Magneto said, creating a force of Magnetism and blasting Neighsay through the room, causing an ample amount of damage. Magneto had made quick use of the Amulet, thanks to his own Unicorn magic and his various studies, including research on this particular item. He had teleported over to The Crystal Empire, enroute to the Crystal Heart. This time, he would take it for himself.


Later that same day, Peter along with Twilight had made their way over to the EEA building, joined by Wanda, who still had her Friendship Lessons to complete. Wanda really did not want to be anywhere around Neighsay but Twilight had convinced her of one thing.

"Part of Friendship and Harmony means putting your differences aside and trying to work things out in a civil manner."

Twilight was of course nervous, she was even a bit hesitant to go, somewhat having doubts but Peter managed to pull her out of the house, reminding her of what Nightcrawler, Captain America and King T'Challa said. The two agreed to go and take Wanda with them, leaving Trixie back home to watch over Mayday and Cozy Glow, with assistance from Scott and Starlight.

The trio had made their way up the path to the EEA building, Twilight trying to maintain a calm composure. "I really hope I can convince him to give us a second chance, he seems so strict."

"It's worth a shot, maybe he was just upset yesterday and now that he's had time to cool off, he might be easier to talk to," Peter explained. "If you show him that you won't make the same mistake twice and firmly explain your goals to him, maybe he'll be a bit more understanding."

"I don't know, he still seems too thick headed to listen to reason," Wanda said. "I mean, guys like that are too busy stroking their own egos to really make an effort for change, I don't think this is gonna go well."

"We won't know until we try Wanda, what's the harm?" Peter asked.

"Come on Spider-Man, you and I both know guys like him aren't too likely to change their minds," Wanda said. "I mean we've both seen guys on Earth just as bad as he is, guys like Senator Kelly who repress mutants and guys like J Jonah Jameson who slander heroes like you."

Twilight stopped in her tracks, "I'm not sure if I want to make an enemy like that, maybe this isn't such a good idea."

"Twilight, don't even think about leaving," Peter warned. "I know you're feeling nervous but this is a necessity if you want to do right by all those students."

"But Peter, even if he agrees to open the school again, what if he makes it so that non-ponies can't get in?" Twilight wondered. "Those other students won't be able to come back and the X-Men can't be teachers."

"Twilight, you gotta be assertive, go in there and make your stand for what's right," Peter encouraged. "Go straight to that guy and convince him to let you open your school back up, do NOT take 'no' for an answer!"

"Wow, Spider-Man really believes in you Twilight," Wanda pointed out.

"Yeah, it's so sweet of him," Twilight said, kissing Peter on the cheek. "I'll do it, let's go."

The three of them made their way into the building when they already noticed that something was off, there seemed to be a wide variety of destruction, ponies were scattered everywhere, all of them seemed pretty hurt.

"What happened here!?" Peter wondered, scanning around. "Who could have done this!?"

The trio had made their way over to the main room where they saw that the doors were blasted open. Inside they found more ponies scattered about, some looking worse than others.

"Peter! Over there!" Twilight pointed to an injured Neighsay. They quickly rushed over to him, taking note of his injuries, some scratches around his body, he was bleeding too, not too badly though. "Chancellor Neighsay!"

The Chancellor looked up at the ponies, "Princess Twilight?"

"What happened? Who did this to you?" Twilight asked.

"A pony...with an unusual helmet," Neighsay said. "It was so weird...he lifted us all up, but it wasn't even magic, it was something else."

Wanda's eyes widened, having an idea of what happened. Based on the reactions of Peter and Twilight, he knew they likely came to the same conclusion.

"Oh no...don't tell me," Peter knew this had to be Magneto. "No, why would he do something like this!?'

"Guess he was that mad about yesterday," Wanda said. "But I thought my father was past all this."

As Twilight continued looking over Neighsay, she noticed something peculiar, "Chancellor, where's your Magical Artifact?"

"He took it, he said something about The Crystal Heart," Neighsay said, coughing up some blood. "You must stop him, before he enacts his plan!"

"Dad..." Wanda said in disbelief. "You just couldn't change yourself, could you?"

"We have to go! Shining Armor, Cadance and Flurry Heart could be in danger!" Peter urged.

"What about Neighsay?" Twilight asked.

"I'll be fine," Neighsay said, trying to sit up. "You have a duty to protect Equestria, you must hurry before it's too late!"

"Twilight, what do we do?" Wanda asked.

"We..." Twilight didn't want to leave him, he was pretty hurt despite his claims. But if they didn't stop Magneto, there could be more like him.

"Princess, don't make any poor choices, you know what you have to do," Neighsay said. "Do not disappoint me."

Twilight sighed, "Wanda, go find some medical help for these ponies, Peter and I will go find your father."

"You got it," Wanda said. "And Twilight, don't hesitate for my sake to knock him down a peg or two, I've come to like this world, I don't want to see it come to ruins."

Twilight nodded and quickly rushed off with Peter, leaving Wanda behind with Neighsay. Of course the Chancellor didn't really find this situation too ideal. "So, that was your father? I do hope you're nothing like him."

"Oh shut your mouth you filthy rat," Wanda spat. "If I'm being honest, I couldn't care less if you live or not, especially after the stupid stuff you said yesterday. Honestly, if I want to, I could kill you myself, finish what my father started."

"...If you're going to kill me, then do it," Neighsay said. Despite his calm demeanor, he did feel quite intimidated, but he wasn't going to go out begging for his life.

"I could actually, no one's here to stop me," Wanda said, charging up her magic, "If you're dead, no one can oppose Twilight's school, and that's one less pony to judge others for being born the way they were." Wanda aimed her magic at Neighsay, "The world would be better off without some judgmental fool like you."

Neighsay braced for the impact, he knew it was over, but he would go out with his dignity. Time passed and nothing happened, the Chancellor opening his eyes and seeing that Wanda had powered down, "Well? Aren't you going to do it?"

Wanda turned away and started leaving, "I merely told you I could do it, that doesn't mean I will. I'm not going to become what you think I am, because in the end, that means you win, and I don't want you to win." Wanda turned back to Neighsay, "I don't like you, but at least I'll have the decency to be a better person, or rather better pony about this, especially for the sake of my friend Twilight Sparkle."

Wanda had left to find some medical assistance, leaving Neighsay to his thoughts. In a way, he felt quite ashamed to know that he had been at the mercy of a non-pony, even if she spared him it felt so terrifying. He will commend her for showing mercy, but he still had a lot to think about in regards to non-ponies in Equestria.


Time was running out, for in the Crystal Empire, Magneto had blasted away some nearby guards, including Flash Sentry and used his powers to bring the Crystal Heart to him.

"This power is now mine," Magneto said, allowing the magic to flow through him. "And soon, I shall have my Utopia, the dreams of Mutant Kind will soon become a reality, and I shall be the one who guides their way into a land of promise!"

Magneto's evil laugh filled the air of The Crystal Empire, as the inhabitants prepared for battle, along with the heroes who would come to stop him.