• 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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The Power of Magnetism

With potential destruction looming about, Peter and Twilight had to be quick to make it to The Crystal Empire, but not without assistance of course.

Twilight had gathered a group of allies around Ponyville, her fellow Elements, their husbands, Ant Man and most importantly, The Brotherhood. All of them were gathered in front of the library, and in their hero gear, all a bit confused by what was happening.

"Twilight, is something up, why'd you gather us all?" Bobby asked.

"Is this about your school?" Rarity asked. "Have you come to tell us that you've gotten it back open!?"

"No, I'm afraid not," Twilight said.

"Neighsay still won't budge huh? Well we still got plenty of options to try out," Johnny said. "If all else fails, just send Logan after him."

"I ain't a mercenary," Logan said.

"I am!" Deadpool quipped.

"Please listen, Equestria could find itself in danger yet again," Twilight said, this catching everyone's attention once again.

"Is it another villain?" Logan asked.

"That would explain why we need to be in our gear," Bobby commented.

"Something like that," Twilight said. "When Peter, Wanda and I went to the EEA, it looked like it had been under attack. Ponies were scattered everywhere, thankfully no casualties. When we found Neighsay, well he had it worse, I mean he's alive as well but was pretty badly hurt."

"He's not gonna try to pin this on us is he?" Johnny asked.

"We already have a culprit, according to Neighsay he was attacked by Magneto," Twilight explained.

"My father!?" Pietro shouted. "How can you be so sure?"

"Neighsay said he was attacked by a pony with a helmet that possessed a levitation ability nothing like a Unicorn's magic," Twilight explained. "I'm sorry Pietro, I know this might be difficult for you to hear but it does sound like Magneto might be behind this."

"I...can't even say I'm surprised, maybe a little, I thought dad finally wanted to move on from this little conquest of his," Pietro said, trying to make sense of all this.

"None of you knew about this?" Bobby asked.

"No, what makes you say that?" Pietro asked.

"Well you all did leave rather abruptly with him after the stuff Neighsay said," Scott pointed out.

"Of course, no one wanted to be around the school after that, things got really tense," Pietro explained.

"Wanda was just as surprised when we got there, so it is likely Magneto acted on his own," Twilight said. "According to Chancellor Neighsay, he's on his way to The Crystal Empire, or rather he should already be there given that he's taken Neighsay's Transportation Artifact, which is what he uses to get around Equestria."

"The Crystal Empire is really popular among villains it seems like," Bobby said.

"It is home of The Crystal Heart, which can channel a lot of power, so it's on all of us to go and save my brother and his Kingdom," Twilight said.

"We should hurry then, if Magneto has instant teleportation then he's probably already there," Logan said. "Hopefully yer brother put up a fight."

"Alright, my fellow Elements and all Ponyville heroes gather around," Twilight said. "Pietro, wait for your sister to get back and tell her I went to the Crystal Empire."

"Wait, we're not going?" Avalanche asked.

"Of course not, it could be dangerous," Twilight said. "All of you stay here."

"Well that's a bust," Avalanche said. "Kind of wanted to go."

"Pinkie, you should stay her as well, you're very pregnant after all," Twilight said. "After our encounter with Loki, it's better safe than sorry."

"Aw, but I wanted to cheer from the sidelines at least!" Pinkie said

"Sorry Pinkie, but I'm with Twilight on this Pinkie, you're carrying our twins, I can't let you get hurt," Deadpool said.

"I'll stay behind with her so she has company," Rarity said. "If you don't mind that is."

"That's fine with me," Twilight said

"But wait, aren't you and Applejack pregnant?" Pinkie asked.

"We'll be able to take care of ourselves better," Twilight said, then poofed on her Amethyst Sorceress suit. "Plus this will protect me from blows that could hurt my baby."

"What about Applejack?" Remy asked.

Twilight poofed on a suit for the mare, it was an X-Men suit enchanted with magic. "A little something I had whipped up, if we're gonna go on adventures with our husbands, we should at least have suits to match, me and Rainbow Dash shouldn't be the only ones."

"Looking good mon cherrie," Remy complimented.

"Aw, thanks," Applejack said.

"I have one for Rarity and Pinkie Pie, but I'll give them theirs later," Twilight said.

"Wait, if your suit can protect you, what about me?" Pinkie Pie asked.

"It's not just protecting your baby, it's also the fact that since you're bigger it might slow you down and make you a liability, there's only so much the suit can do to protect you three," Twilight said.

"I guess you're right, I do need to watch out for my little twins," Pinkie said, rubbing her belly. "Just be careful out there."

"We will, as for Fluttershy," Twilight then poofed an X-Men suit for her friend. "That should do it."

"Good, we're all geared up?" Peter asked.

"Sure are," Johnny said.

"Everypony else, hang on tight!" In a flash, Twilight teleported herself and her friends all the way to the Crystal Empire, leaving Rarity, Pinkie Pie and The Brotherhood back in Ponyville.

"Let's get you home for now Pinkie," Rarity said, the turned to the Brotherhood. "Will you be alright on your own?"

"We'll be fine Rarity," Pyro said.

"Yeah, focus on Pinkie Pie for now," Boom said. "Girl needs to get off her hooves."

"So now what?" Pyro asked. "What do we do now?"

"We start by waiting for my sister like Twilight asked," Pietro said. "Then we get more answers, I want to know what my old man was thinking when he did this."

"Can you blame him? After what that pony said yesterday of course he's ticked, I'd be ticked too," Avalanche. "Honestly, I am ticked, this scumbag basically started treating us like the humans back home, maybe he deserved what happened to him."

"Kind of agree with Dom here, that Neighsay guy really lived up to his name, he seems to hate the idea of diversity," Boom said.

"What I don't get though is why my pops is going after an Empire, getting revenge is one thing but it seems like all of a sudden he wants to go back into conquest," Pietro said. "Something's not adding up."

"We'll have plenty of time to figure that out," Toad said. "For now we should also let their other friends know about this turn of events."

"Right, you all do that, I'm gonna wait for Wanda," Pietro said. The Brotherhood scattered about as Pietro waited near the entry to Ponyville. "Hopefully you have more answers for us sis."


At the Crystal Empire, Twilight had arrived with her friends, though the teleporting did take a bit out of her. "This is why the train is easier, leaves me less dizzy."

"Too bad we didn't have time to take a train," Johnny said, then saw some soldiers fly overhead. "Looks like Magneto's already at work."

"My brother," Twilight said, looking toward the castle. "Somepony check on my brother."

"I'm on it!" Rainbow Dash said, flying to the castle.

"Wait up Dash!" Johnny called out, flying after his wife.

The two arrived near the castle and already saw some of the damage that Magneto had caused, many of the guards scattered about, including an injured Flash Sentry.

"Magneto's been busy," Rainbow Dash said.

"I have been indeed," Magneto was heard saying. The two immediately turned around and found themselves grabbed by his magnetic powers, unable to move out of his grasp. "Good day to you both."

"Magneto!?" Johnny shouted, and was then tossed through a nearby house with Rainbow Dash.

"Do you intend to get in my way?" Magneto asked. "I'd rather not have to fight either one of you, so I would prefer if you stood down."

Johnny came out of the hole, looking rather annoyed, "If you didn't want to fight you wouldn't be doing this, you know our style bro, you cause trouble, we stop you."

"My quarrel is not with you, rather those who loo down upon others," Magneto said. "Fortunately I won't have much purging to do in this world before I move on to Earth, my Earth to be precise."

Rainbow Dash had also stepped out of the hole, dusting herself off. "What are you even getting at!? Was this your plan all along!?"

"In a way," Magneto said floating over to them. "I always intended to use this power to finish what I started back on Earth, I will admit I did start getting comfortable here, a calmer world with a few minor mishaps. Then the failed treaty with The Changelings occurred, ponies being reluctant to share Equestria with another species did leave a sour taste in my mouth, but I did not think much after a while given the Queen's hostile nature, I chalked it up to a misunderstanding and allowed Spider-Man and Twilight Sparkle to handle things from there. Then that pony showed up, Chancellor Neighsay. Not once did I imagine Equestria could be home to such a hostile pony who thought so little of those outside their own kind, it just reminded me that that type of mindset would always exist, so I sought to snip out that problem before going back to my original mission."

"What about your Brotherhood?" Rainbow Dash asked. "More importantly, what about your kids? Wanda and Pietro? Are you gonna drag them into this?"

"Of course not, they are quite happy where they are, and I would rather not they get involved in this mess, well at least not in Equestria where they thrive for a second chance," Magneto explained. "But Earth might be a different story, I'll have to get back to them on that one."

"We can't let you do this," Johnny said, powering up. "Regardless of your reason, you're being a crook, and I'm gonna have to stop you!"

Johnny flew to attack but Magneto had easily dodged and blasted Johnny with a Magnetic force to the side of the castle. "So headstrong, very little thought put into his efforts."

"Hey! Don't you attack my husband" Rainbow Dash flew over to attack but Magneto had grabbed her with his powers.

"I really would not want to hurt a lady, especially one who put so much effort into helping my son, so I'll give you another chance to stand down," Magneto said.

"Not a chance!" Rainbow Dash shouted. "Maybe you think you're doing the right thing, but attacking other ponies just because one got on your nerves is just cruel!"

"If you only knew the turmoil my world has gone through," Magneto said. "I just wish to make sure it doesn't infect this world like it has done mine."

"There are better ways to go about it!" Rainbow Dash insisted. "Try a more peaceful solution."

"You sound just like a friend of mine, just as naïve too," Magneto said, then tossed Rainbow Dash aside. "I've seen far too much negativity to believe that peaceful solutions amount to anything."

"They can!" Twilight said, flying over.

"Princess, surely you wouldn't oppose me, I would think after yesterday's unfortunate events you would understand my motives," Magneto said.

"I don't condone violence, and while what happened yesterday was unfortunate that does not justify what you did at the EEA, nor does it justify you coming into my brother's Empire and attempting to reduce it to ashes!" Twilight said.

"I just wanted the Crystal Heart," Magneto said, revealing the item from under his cape. "It's power does well for me. As for your brother, I merely incapacitated him, I did not bring him any unneeded harm, same with his wife and his child."

"You still invaded, I can't ignore this, now if you return The Crystal Heart and cease what you're doing, I'll convince Princess Celestia to go easy on you, but if you continue to attack, then you will leave me with no choice but to take action," Twilight warned. "I'd rather not do battle with the father of one of my students, but I will attack if you leave me with no choice!"

"I am truly sorry Princess Twilight," Magneto said, his eyes glowing from the magic he was taking in. "But I cannot stop when I've finally obtained the tools to a perfect Utopia."

"Then you leave me no CHOICE!" Twilight punctuated the last remark with a magic blast, but Magneto had quickly put up a magnetic shield and knocked Twilight back.

"Now, if everyone is done-" Magneto was suddenly thwipped by some webbing and tossed through a nearby house.

"Note to self, apologize to owners," Peter said. "Eh, by this point they're probably tired of the apologies."

Magneto had used his power to destroy the entire second floor, "Spider-Man..."

"Was that really necessary!?" Peter asked. Magneto then grabbed Peter and slammed him against several homes and blasted him toward the side of the Crystal Castle.

"This is going to be a nuisance," Magneto commented, then quickly put up a force field to block some incoming exploding cards. "It's been a while since we've done battle Gambit."

Remy had rushed in with his staff in hoof, "Hope you haven't forgotten what I'm capable off!" He brought out some more cards as he began charging them, "But I don't mind giving a refresher!"

Remy had thrown the cards, prompting Magneto to block, but Remy had anticipated that, mainly using the cars as a distraction as he ran past the magnetic villain, ready to whack him with his staff.

Magneto had seen that coming however and grabbed Remy with his powers before his staff struck and tossed Remy into a nearby wall. He was about to attack some more but he felt a lasso around his hoof.

The evil mutant turned to see Applejack as she attempted to pull him away but he grabbed her with his powers and flung her right into her husband, the two knocked through the home with a gaping hole on the side.

"Yo Magnet Head!" Bobby called from a distance, getting the villain's attention as he prepared some ice. "Time for you to chill!"

Bobby sent an ice beam but Magneto flew up and blasted Bobby back. Deadpool attempted a sneak attack with his swords but he was also flung away rather easily.

Logan also tried his attempt at taking down Magneto, "It's over Eric!" Logan got in close but Magneto grabbed him out of mid-air.

"How foolish for a being of metal bones to approach me," Magneto said, then blasted Wolverine back toward Fluttershy, knocking them over like bowling pins. "Be grateful I didn't pull your adamantium skeleton out of your body, but I will if you try anything that foolish again!"

"He's really strong," Fluttershy observed, rubbing her aches.

"I've known that fer years," Logan commented.

"These fools are as bothersome as flies," Magneto commented, then felt a punch to his sides, knocking him across the air. He looked around but didn't spot anyone nearby. "Who could have...?"

"Like flies huh? How about a flying ant!" Scott said, flying in in his tiny form as he dual punched Magneto to the stomach, sending him flying back. "Not so tough now huh!? Let's see you match against an opponent you can't see!"

Scott flew in again but suddenly felt himself unable to move. Magneto had concentrated enough to grab everything in a nearby radius into a magnetic stasis. He then slammed down, sending everything plummeting to the ground, Scott included.

He then felt a blast to his back and turned to see Shining Armor, "Back on your feet?"

"Return the Crystal Heart you traitor!" Shining Armor zapped at Magneto again, the villain putting up a barrier to protect himself as he floated down to the Prince.

"A wise man, or pony, should know when they're outmatched," Magneto effortlessly knocked Shining Armor back. "Would anyone else like to make a futile attempt to stop me?"

Soon all the heroes were gathered around Magneto, the Elements, the Marvel Heroes, even Cadance had shown up, looking ready for a fight.

"Cadance?" Shining Armor asked, struggling to stand. "Where's Flurry?"

"She's with Sunburst, as the Princess of this Empire it is only fitting that I step in to fight," Cadance said. "What a shame Eric, you could have been friends with us, why would you throw all that away?"

"That was not my intention, I merely wanted the Crystal Heart, but you all put up more resistance than necessary," Magneto said, powering up again. "I will not let any of you stand in my way!"

Magneto started levitating all the buildings around him, blasted them into chunks and sent them flying at the heroes, all of them doing their best to dodge or block it, but it did overwhelm them, all of them took some heavy blows.

Twilight got knocked a few blocks down, Peter right beside her, "He's a lot stronger than I feared."

"Magneto's always been strong, he's one of the most powerful Mutants on Earth," Peter said. "With that Crystal Heart powering him up, there's no telling what damage he can pull off, we have to make sure he doesn't make his way to Earth."

"Let's get a move on then," Twilight said, powering up her magic, the two rushing in to do battle.


Back in Ponyville, Wanda had finally made her way back, making her way through town, taking note of the big gathering near the center. "That's curious."

At the center of town, The Brotherhood were explaining things to Trixie, Cozy Glow, Starlight, Lighting Dust, Laura, Big Macintosh and The Cutie Mark Crusaders.

"I don't know what my father's up to, I just know that Twilight and her friends went to stop him," Pietro said.

"So your dad's turning bad now?" Scootaloo asked. "All because of what that one pony said yesterday?"

"Seems like an overreaction," Trixie pointed out.

"Well it could be a misunderstanding," Starlight theorized.

"Maybe it's..." Laura spotted Wanda. "Hey your sister's here, she can tell us more."

"Wanda! Over here girl!" Boom called, Wanda making her way over. "Everything alright back at that academic place."

"Well they're alive, I made sure they had medical attention, including the rat that shut down Twilight's school," Wanda explained. "It was definitely my father's handy work, Neighsay himself confirmed it."

"So that's it, the boss is acting on his own huh?" Avalanche asked. "All those months of us going through those Friendship Lessons just for him to enact some evil plan!?"

"Starting to think those might have been a waste of time," Pyro said.

"Hey! My sister put a lot of effort to teach you about Friendship! Don't call it a waste!" Sweetie Belle warned.

"Not like it matters," Boom said. "If Magneto did get that Crystal Heart thing, then the world's doomed, but even if by miracle Spider-Man, Pinkie Pie and their friends stopped him, I doubt it'll look good for us, we'd be hated just for being associated with that guy."

"Hey don't think like that," Apple Bloom said. "Just because he turned bad doesn't mean y'all are gonna be hated."

"Unless they were secretly in on it," Cozy Glow pointed out, receiving a glare from the Brotherhood. "Just a theory."

"We had nothing to do with this," Wanda said. "Dad just told us about Equestria and told us to go there for a second chance, that's why we ended up being part of these Friendship Lessons while he stuck around in Canterlot, usually reading a bunch of old books."

"Old books huh?" Starlight said. "What were they about exactly?"

"Uh, stuff about magic in Equestria," Wanda said. "I figured he was trying to figure out how to use his Unicorn powers."

"Plus stuff about magical artifacts, I've heard him express interest i them ad how they work, compared to the stuff we have back home," Pietro said.

"You have magic artifacts on Earth?" Lighting Dust asked. "I thought magic was pretty much nonexistent there?"

"Magic is just rare on Earth, but it does possess it's own magical powers," Wanda said. "Doctor Strange and his fellow sorcerers keep watch over them, but there are some that even they don't have."

"Like The Mandarin's rings," Pietro said. "And the Infinity Stones."

"Infinity Stones?" Trixie said, remembering something from the past. "I remember that Peter had interacted with them, that he stopped the Mad Titan Thanos and saved all of reality."

"Really, I don't remember that," Pietro said.

"Me neither," Laura added.

"Doctor Strange does occasionally posses one of the Stones," Wanda said. "But most of them are spread out across the Galaxy."

"This is all fascinating, but I think we're getting a bit off topic here," Boom said.

"Maybe not," Cozy Glow said. "I mean, if he goes back to Earth with all that magic, what's to stop him from taking these Stones for himself?"

"...Shit, she's got a point," Pietro said.

"Hey! Bad language makes for bad feelings mister!" Cozy Glow warned.

Pietro rolled his eyes, "Point is that if he's suddenly interested in these magical artifacts then he might be cray enough to want all the ones on Earth!"

"Not just ours either, he might go after Capcom's," Boom said.

"Right, the boss was interested in that virus that Wesker guy had," Avalanche said. "What's to stop him from going back for it?"

"Let's try to stop him from reaching our world's power before we worry about him seeing power from other worlds," Starlight said.

"might be difficult, h already has Neighsay's Teleporting thing, he can go pretty much anywhere in the world," Wanda said. "If he's already figured out the locations of the other artifacts, then they'll be easy access for him!"

"Well then let's go after him!" Laura shouted, leaping onto Lightning Dust's back. "To the Crystal Empire!"

"Uh, Laura, last time we went there we got there too late, after miles of flying through frozen tundra," Lightning Dust said.

"She's got a point, plus by the time you get there he would have probably already teleported away," Trixie said.

"Well how do we stop him then?" Laura asked.

"We probably can't, our best hope is to leave it up to Peter and Twilight," Trixie said. "Same with Scott and the others."

"Maybe you can teleport us there," Scootaloo suggested.

"First off you can't go, or did you forget about your encounter with that Annihilus brute?" Trixie asked.

"That was forever ago, I'm all healed up," Scootaloo said. "Plus I'm stronger."

"But weren't your aunts worried sick, I heard your parents found out and were pretty furious," Trixie said.

"Wait, she has parents? I thought she was an orphan?" Laura asked.

Scootaloo groaned in annoyance, "Why does everypony keep saying that!? My parents just work really far away!"

"Eve I knew that, and I've bee here lesser than you X-23," Pietro said.

"Hey I don't keep up with everyone's daily lives," Laura said. "But I do agree that she can't come, she'll slow us down."

"Hey!" Scootaloo shouted.

"None of us are going anyway!" Trixie shouted. 'The only way to get there is through teleporting ourselves, which we cannot do."

"But aren't you a Unicorn?" Laura asked, the turned to Starlight. "Hell we have two naturally born Unicorns."

"Uh, you mean three," Sweetie Belle said.

"Well you're smaller and weaker, plus you're not going anyway," Laura said.

"I'm not small! I'm practically seventeen!" Sweetie Belle shouted.

"Wait, you're older than me?" Cozy Glow asked.

Sweetie Belle shook her head and continued her statement, "Peter was already a hero at fifteen! I have a head start!"

"Yeah you probably shouldn't be talking Laura" Boom said. "You've bee doing stuff like this since you were practically Mayday's age."

"I was successfully cloned from Wolverine, a mutant with sharp claws and healing abilities, Peter was bitten by a spider and became ridiculously strong, Sweetie Belle is just an average Unicorn with no special abilities, she's not coming anyway."

"Hey I have talent, remember my future self is a rebel leader," Sweetie Belle reminded.

Lauran turned away as she began to mutter, "Who sleeps with married men and has their babies."

"Did you say something?" Sweetie Belle asked.

"I said you're not coming," Laura said.

"She's right, you girls should head home," Big Macintosh said. "Sweetie Belle, that future hasn't happened yet and with any luck it won't. Scootaloo, you got hurt really badly and your aunts don't want you getting hurt again. Apple Bloom, you know all to well that ah won't let you go out there."

"Ugh, this sucks!" Scootaloo said. "Alright girls, new plan, we go train and be badass fighters! Fighters like...like..."

"Peter?" Apple Bloom asked.

"Peter's good, but I was thinking more Ryu," Scootaloo said.

"And I want to be like future me!" Sweetie Belle said.

"Yeah, yeah, go be badass somewhere else," Laura said, shooing them off.

"Let's go train girls!" Scootaloo said, her friends agreeing and following after her.

"Go with them Cozy Glow," Trixie said. "We can't bring you either."

"Sure thing!" Cozy said, trotting off with Big Macintosh following after them.

"I'll go keep an eye on them, you do what you must," Big Macintosh said, leaving with the girls.

"I really thought they would outgrow their eccentric behavior by now," Trixie said. "But Peter was just as immature at nineteen so I don't have a lot of faith."

"Back to the topic at hand here," Laura said "Trixie, Starlight, think you could work together and teleport us to the Crystal Empire?"

"That might be a lot of work," Starlight said.

"But Starlight, Twilight has stated you are very powerful for being only a Unicorn," Wanda said. "You are at a similar power to when she first became a Alicorn."

"I do recall Twilight being pretty strong even before becoming an Alicorn too," Trixie said.

"Yeah but I don't know if I could do this, even with help," Starlight said.

"Gotta at least try, the world's at stake here," Wanda said.

"Yes, I will try if you do Starlight," Trixie insisted.

"...Alright, I'll give it a go," Starlight said, preparing her magic, ready to make the effort.


Back in The Crystal Empire, the battle against Magneto continued on, though the efforts proved mostly futile. Johnny and Bobby blasted fire ad ice at Magneto, but he blocked it with his powers. Remy rushed in to attack with his staff but he was blasted back. Applejack tried to restrain him with her lasso but he powered out. Fluttershy even tried sending some birds to distract Magneto long enough for Peter to web him. She regretted it immediately when Magneto sent each of the birds flying with a magic blast and the blasted Peter through a house.

"There's no stopping this guy!" Scott shouted.

"We have to keep trying!" Twilight said as she and Cadance flew high and sent a magic blast down at Magneto. He was still too powerful and blocked the attack, sending his magnetic force upwards and ramming into the two mares.

Scott shrunk flew in to punch Magneto again but he was blocked by various debris. "This is getting us nowhere!"

Magneto spotted Scott ad whacked him to the floor, leaving him in pain. "I grow tired of this, I have worlds to correct, I can't waste time here."

Magneto used the teleporting amulet to create some random portals, then used his powers to throw may of the ponies through them. First through was Deadpool, who were sent to a village not too far away.

"Ow, that scumbag!" Deadpool commented.

"Friend Deadpool?" She heard. It was the voice of Prince Rutheford, who was in the company of many yaks, including Yona.

"Huh? Did I end up in that Yakyakistan place?" Deadpool asked.

"You look confused, tell yaks what happened!" Yona said.

"Very much, but there's gonna be some trouble," Deadpool began.

Next was the duo of Remy and Applejack landing near a beach of an unknown area. Applejack looked around in confusion, "Uh, where are we?"

"No way! Professor Applejack!" the two turned to see Silverstream. "And you brought Mr. Gambit too! What brings you to Mount Aris?"

"Uh...what in tarnation just happened Remy?" Applejack asked.

"Beats me," Remy replied.

Then with the duo of Fluttershy and Logan, they had landed in an unknown forest area. Logan was quick to check on his wife, "You alright darling?"

"I'm fine, but where are we?" Fluttershy asked, looking around. "This place doesn't look familiar."

"You're at the Changeling Hive," they heard a familiar yet shy voice state. The two turned to see Ocellus. "Hello."

"Ocellus?" Logan asked. "Wait, Changeling Hive? Magneto sent us here?"

"Magneto?" Ocellus asked. "I don't know what's happening, but maybe I should bring you to King Thorax, he might be able to explain."

"Sounds good to us, let's get going dear," Logan said, Fluttershy following right after him.

With Johnny and Rainbow Dash, the two had landed in a village very familiar to the Pegasus mare. "Uh, how did we end up in Griffonstone?"

"Magneto must have sent us here with that weird amulet of his," Johnny said. "We gotta get back to the Crystal Empire."

"Uh, this is a surprise," the two turned to see Gilda with other Griffons beside her, including Greta and Gallus. "You two dropped in rather strangely, what's this about Magneto and The Crystal Empire?"

Lastly with Bobby, the ice mutant ended up in the fiery mountains of the Dragon Lands, where they had been spotted by Garble and his friends.

"What are you doing here pony? This is our turf!" Garble taunted.

"Shove off pal, I didn't come here on purpose," Bobby said.

"Wanna be tough huh?" Garble asked, cracking his knuckles. "Let's see just how tough you are when-"

"Garble!" Ember called out, making her way over with Smolder, Spike and Janet right beside her. "What's going on?"

"We're being invaded, that's what!" Garble said.

"That's a load of crap dude!" Bobby said. "I'm only one person, er I mean pony."

Ember made her way over to Bobby, looking rather curious, "Didn't expect to see you here, if you're asking us to go back then the answer is 'no'."

"Actually I'm here on accident," Bobby said. "Magneto sent us through some portal."

"Magneto?" Janet asked, making her way over. "Bobby, tell me everything that happened!"

Back in The Crystal Empire, Magneto was looming over the four ponies that still remained. He opened up one more portal, "I do hope you choose to stay out of my way until I finish my work, it won't be long before I go to Earth, that is where most of my power is needed."

"I can't let you," Twilight said. "This is the wrong way to go about this Magneto!"

"There is no other way," Magneto said, using his magic to lift Twilight, Peter, Scott and Cadance, "Now then, allow me to-"

"Magneto!" Shining Armor shouted, tackling Magneto through the portal, bringing the four ponies with him.

The six had landed through in a new location, Peter quickly taking a look around, "We're back in Ponyville!?"

"Ponyville!?" Twilight asked, looking to see Magneto standing up. "We have to get Magneto out of town!"

"The portal's still open," Scott said. "Maybe we can-"

Too late, the portal back to The Crystal Empire had closed, what's worse is that Magneto was back on his hooves, the Crystal Heart still in possession, and he looked quite furious.

"You are becoming quite bothersome," Magneto said, levitating back into the sky. It was at this point that The Crusaders, joined by Big Macintosh and Cozy Glow had been passing through, the three girls still discussing their plans.

"So first thing I suggest is lots of jogging, get our leg muscles strengthened," Scootaloo said. "I know Apple Bloom already has a head start on that with her Apple Bucking."

"Gonna be as strong as mah brother and sister," Apple Bloom said.

"Then next we gotta-" Scootaloo's planning was interrupted by a very surprised Sweetie Belle.

"What's that in the sky!?" Sweetie Belle pointed at Magneto, who was levitating and putting off a lot of power.

"Holy smokes!" Scootaloo shouted. "Is that...Magneto!?"

Big Macintosh stopped in his tracks, Cozy Glow right beside him, the filly looking up in fear, "Should we run?"

Magneto turned his attention to them, freaking them all out. Big Mac was pretty frightened, but what worried him more was the safety of the other girls, especially his little sister. "You girls run! I'll make sure he don't follow!"

"Wait we can't leave you here!" Apple Bloom shouted.

"Apple Bloom you do what ah tell you!" Big Macintosh warned. "Get going!"

Magneto floated over to them but Peter was quick to tackle him out the sky, "Hey! Leave them out of this!"

"Fool!" Magneto lifted Peter off and flung him away. "I merely want to make sure they themselves don't try anything foolish."

Shining Armor, Cadance and Scott rushed at Magneto but they got blasted through some buildings, the ruckus catching the attention of the others in the center of town, breaking the concentration of Starlight and Trixie.

"What's happening?" Wanda wondered,, going to where the commotion was, the others following after her.

Magneto was making his way back over to Twilight, the mare zapping him but Magneto had his barrier up and used his powers to grab Twilight and slam her against a few walls, knocking her through a house belonging to Derpy.

"Twilight!?" Derpy quickly checked on the mare. "Hey, are you alright?"

"Derpy..." Twilight sat up. "You need to run." She flew back out to engage with Magneto.

"Run? What's going on?" Derpy wondered.

Big Macintosh angrily stomped toward Magneto, "Where's mah sister!?"

"If my memory serves me correctly, your sister is the one with the cowboy hat, am I mistaken?" Magneto asked.

"Tell me where she is!" Big Macintosh shouted.

"I sent her away so she wouldn't be a bother, you should thank me for not killing her," Magneto said.

"You know, yer setting a bad example fer your group, including the young stallion mah sister took upon herself to teach Friendship to," Big Macintosh said.

"On the contrary, I am teaching them the most important lesson of all," Magneto said. "Never let others walk all over you."

Big Mac charged at Magneto, but he took one blast and was knocked for a loop. This did not go unnoticed by Apple Bloom, "No! Big brother!"

"Go home girls, it's not safe here," Magneto warned.

"You jerk! I ought to!" Apple Bloom stepped forward but Sweetie Belle blocked her path. "Out of mah way!"

"Apple Bloom, you can't fight him! You won't stand a chance!" Sweetie Belle said. "Let's just go home and let the heroes handle this!"

"I agree, he looks weally scary," Cozy Glow said.

"Not after what he did to mah big brother!" Apple Bloom said. "He probably hurt Applejack too! And Remy! He's even hurting Peter!"

"I know that but if we try to attack him we're gonna get hurt as well, our sisters won't like that, neither will our brothers, we gotta get going!" Sweetie Belle urged.

"I can help you along if you wish," Magneto said, making his way over to the girls. Suddenly he was rammed at the side. He looked over to see the young Pegasus colt Rumble.

"Good thing I came to town today, just in time to see the trouble you're causing," Rumble said.

Cozy Glow began blushing when he saw the boy, "Wow, he's cute..."

"Rumble!? What are you doing here!?" Apple Bloom asked.

"Heard about Twilight's school getting shut down, I wanted to come check on her, maybe cheer her up, then I heard all this commotion and now I see what's happening," Rumble said, focusing back on Magneto. "So you decided to betray us!? That's a shame, I bet it breaks your daughter's heart."

"I do this for my daughter you little miscreant," Magneto said. "Now run along, this is no place for children."

"I ain't going nowhere, prepare to feel my awesome wrath!" Rumble shouted, flying to attack again, but was caught by Magneto's magnetic force. "Hey what gives!?"

"Imbecile," Magneto said and flung Rumble away. "The audacity of youth, no different than a younger Bobby Drake."

"Dad!" Wanda shouted, making her way over with the rest of her group. "What are you doing!?"

"Good afternoon my daughter, don't mind me I just have a few errands to run," Magneto said.

"Errands? You mean like attacking that EEA guy and now coming to Ponyville and attacking here too!?" Wanda asked.

"What have you done to The Crystal Empire!?" Trixie demanded to know.

"It's still in tact, I actually hadn't planned to come here, minor mishap with this Teleporting Device, that and some interference from Prince Shining Armor," Magneto explained.

"Pops, what's this all about? I thought you were done with your conquest?" Pietro asked.

"Yeah, you sent us here for a second chance!" Wanda said. "This is a huge set back!"

"Wanda, Pietro, don't you see, this is a step forward," Magneto said. "For months I have been researching Equestria's magic, all the different artifacts, all there was to know of this world. It was all for one thing, to finally gain the power I need to liberate the mutants on Earth."

"Liberate the mutants?" Wanda asked.

"I was never going to abandon something I worked so hard at, I just needed a break and a chance to restart, that's when I discovered Equestria," Magneto said. "I learned of it's existence years prior from a meeting with Albert Wesker and his goons, but of course you remember that, even after I backed out of that fool's asinine plans he managed to rope you and your brother into his dirty work. I was intrigued by the magic however and planned to infiltrate at some point or another, but access to that world proved to be difficult, if not for the assistance of Discord, it never would have been possible."

"Where are you going with this?" Pietro asked.

"Simply put, I always planned to use this world's magic to liberate Earth, but I needed time to prepare, so I had you all take part of Twilight Sparkle's Friendship Lessons as a way to get us into this world's good graces, as otherwise the mistrust I have earned from the other heroes would have resulted in a failure for my plan," Magneto said.

"You never wanted us to learn Friendship?" Wanda asked.

"But of course, I genuinely hoped this world would be better for us, even after liberating Earth I had planned on letting you live the rest of your days here if you so desired while I continued my mission," Magneto said. "But then I saw just how bad Equestrians can be, no different than humans, so I decided to remove this world of it's bacteria before it became fully infected like ours, I am doing this all for a peaceful environment."

"If you wanted peace!" Peter's voice called as he leapt at Magneto. "Then you should have resolved this conflict non-violently!"

Magneto grabbed Peter and blasted him back, but Peter quickly webbed Magneto, pulling the mutant with him and flung him to the ground hard. Peter landed on a nearby roof, jumping at Magneto again, but a last minute shield knocked Peter back.

"You fool!" Magneto powered up again but then came Twilight blasting him through a building. It was at this point many of the ponies had decided to flee from Ponyville as more of them noticed the fighting. Very few stayed behind, including Sandbar, who had come to see the fight.

"Man, that guy's gone bad," Sandbar commented.

Rarity noticed the power from her home, she wanted to go check it out but she also promised to keep an eye on Pinkie Pie. "Please be safe Bobby!"

Magneto had flew back to Twilight and blasted her away, then knocked away an oncoming Peter. "I won't let you stop me!"

Lightning flew at Magneto with Laura on her back, both attempting to subdue him but Magneto teleported out the way and used his powers to grab Laura. "Just as foolish as Wolverine, perhaps I'll tear our your bones!"

"Laura!" Lightning flew and tackled Magneto, but she wasn't able to hold him down for long and knocked knocked back.

Trixie and Starlight went to lend their assistance, Trixie attacking first but was lifted up and slammed a few times before being flung off.

"How dare you!" Starlight sent out a magic beam that Magneto blocked, but the force did push him back a bit. After some struggles, Magneto had fully overpowered Starlight the more he tapped into the Crystal Heart and sent her flying back.

"Who else?" Magneto wondered.

"Over here!" Sunset shouted. He turned to see the mare joined by Cap, Stark, Hawkeye, T'Challa, Cyclops, Storm, Jean and Nightcrawler.

"Why am I not surprised?" Magneto said.

"I thought you would have changed Magneto, the Professor is going to be very disappointed in you," Cyclops said.

"If only he had the clout to see my vision," Magneto said. "Regardless, none of you have a chance to defeat me, you could barely do so on Earth, here I am much more powerful."

"Not gonna stop us from trying," Hawkeye said, firing his arrow, which Magneto blocked and was ready to attack, but this was the chance Cap took to rush in and flank Magneto, ramming his shield into the magnetic mutant.

"Clever," Magneto said, using his powers to blast Cap back. "But not enough!"

Cyclops rushed in with his lasers, trying to zap Magneto, which resulted in failure as Cyclops was knocked back. Nightcrawler teleported in, kicking Magneto and leaving him stunned long enough for Storm to send a gust of wind, knocking Magneto into the air.

The magnet user stopped himself long enough to generate some power but soon found himself blocking some lasers from Stark. Magneto used his powers to pull the suit off of Tony, leaving him defenseless.

Cap tossed his shield but Magneto caught it and sent it flying back at Cap, knocking the Avenger leader back again. Hawkeye flew overhead, sending some exploding arrows that were blocked by a barrier, then was slammed down hard.

T'Challa rushed over, trying to attack Magneto with various strikes, the older mutant proving to be agile enough to block or dodge most of them until the Wakandan King had got him with a surprise kick to his ribs and hit an uppercut to knock Magneto away.

"You fool!" Magneto grabbed T'Challa and slammed him into a nearby wall. Storm flew in to provide assistance for her husband, striking down at Magneto with her lightning but she had been knocked out of the skies.

Sunset attempted to zap Magneto but he teleported away and blasted her with his own magic, the lifted her up to slam her against a house.

"That's enough Magnus!" Jean shouted, restraining him with her psychic powers. "I won't let you cause any more harm!"

"Oh my dear sweet Jean, you always were in over your head," Magneto said, powering out and sending a piece of a roof at her, knocking her through a house.

"Jean!" Cyclops rushed over and blasted at Magneto again, Stark joining him with an ion beam still attached to his hoof, but Magneto's barrier proved too powerful.

"That's enough!" Magneto grabbed the two and sent them flying at Cap, then grabbed the three and sent them T'Challa. He continued this pattern until he got all of them together as he prepared one final attack. "MAGNETIC SHOCKWAVE!"

Using the power of the Heart he sent the Avengers and X-Men flying, all of them landing through a roof of a home. Wanda and the others couldn't believe this, Magneto's power had bee enough even for The Avengers and X-Men.

"He just wiped them all out," Avalanche said. "He really is much more powerful."

"Can't argue that mate," Pyro said.

"Is that all? Or will others come in a futile attempt to defeat me!?" Magneto shouted. "Anyone at all!?"

"I think he got everyone," Boom said.

"Not quite," Toad said, gesturing to an oncoming Peter, who was joined by Twilight, the two making their way back over to Magneto.

"Why do you put up such a futile effort?" Magneto asked.

"Because that's what a hero does," Peter said.

"And a Princess," Twilight added.

"Your attempts are wasted on this hopeless agenda," Magneto said, the blasted them both back without hesitation. "I have easily dispatched members of The Avengers and X-Men, do you really think you two can stop me?"

"You forgot one!" He heard. Turning around he took a kick to his face, knocking his helmet off. He turned to see a very familiar girl. "Magneto..."

"Chun-Li of the Capcom world?" Magneto asked. "This is quite the surprise."

"Well I am an honorary member of The X-Men, its only fitting I come to help put a stop their greatest enemy," Chun-Li said, getting into her fighting stance.

"Then by all means, come and stop me," Magneto taunted.

"With pleasure!" Chun-Li rushed in to attack, trying to land a kick on Magneto's head but he blocked it with some magical assistance and blasted her against a wall. He then levitated her, slammed her against that same wall and then flung her away, but not before blasting her out of the sky, knocking her through another nearby roof.

"This town's gonna need a lot of roof and wall repairs," Avalanche joked.

"What a waste of my time," Magneto said, then noticed Peter and Twilight making their way back over. "Again?"

"Yes, again," Peter said. "As long as we draw breath, we'll get back up to stop you."

"You will never get us to surrender," Twilight said, charging her magic. "We'll do everything we can to stop you!"

"Pity," Magneto said, blocking a blast from Twilight. "I hoped not to do this." He blocked a oncoming punch from Peter. "But you leave me no choice." He then lifted the two into the air, summoning metal to crush them both. "I'll squeeze the life out of you two then, strong as you are, even you two can't handle the forces of gravity!"

"Dad wait! Don't kill them!" Wanda begged.

"Stay out of this Wanda!" Magneto warned. "I have a mission to complete, I will not allow these two to ruin it!"

"But dad, this isn't right!" Wanda said. "How can you achieve peace if you kill the two who value it the most!? Peter is a selfless Superhero! Twilight cares about spreading Friendship! Killing them will just reduce all the good these worlds have to offer!"

"I gave them a chance, and they turned it away," Magneto said, squeezing the two hard. "They have only themselves to blame!"

"But dad, they're my friends!" Wanda tearfully exclaimed. "You can't do this to them!"

"Pietro, do me a favor and calm your sister for me," Magneto said.

"No," Pietro answered, to Magneto's surprise.

"I beg your pardon?" Magneto stated, sounding close to losing his patience.

"Wanda's right, we came here to learn Friendship, we have friends dad, ponies who care," Pietro said. "The Fantastic Four invited me to dinner! they treated me like part of the family, I got more from them than I did from you! I am not betraying that!"

"Neither am I! And the others feel the same way!" Wanda shouted, turning to the brotherhood. "Isn't that right!?" To her surprise, none of them answered right away, in fact they looked very much confused. "Hey, why aren't you answering?"

"I mean...I like Pinkie Pie and all but...do we really want to turn against Magneto?" Boom asked.

"Yeah, he's way too strong," Avalanche said.

"He's out of our league," Pyro added.

Toad had no immediate reply, just opting to turn away, much to Wanda's shame. She turned back to her father, piercing him with a glare, "Well I'm not with you, now I demand that you release my friends and leave this world."

"Is that any way to speak to your father?" Magneto asked. "Remember, who has been there for you your whole life? Who has looked out for you? Only wanted the best for you?"

"Is that a JOKE!?" Wanda shouted, blasting Magneto, causing him to free Peter and Twilight. "My whole life has been nothing but a nightmare because of you! Our family was practically nonexistent because you put your desire for mutant domination over us!" She blasted him again, then lifted him with her magic. "Peter and Twilight treated me more like family in a few months than you did in your whole life!" She sent him flying through a house. "That's why I'm done with you!"

"Whoa, sis..." Pietro said, taken back. "You really let him have it huh?"

"He deserved it," Wanda said. "Come on, let's go help-"

Suddenly a magnetic blast hit Wanda from behind, knocking her forward. Magneto had emerged from the house, looking rather furious, "Seems you need to be disciplined my daughter. I'll set you straight!"

"Back off!" Pietro rushed over and tackled Magneto. "I won't let you hurt my sister!"

Magneto gripped Pietro into a Gravity Squeeze, crushing the ribs in his body, "You are such a fool!"

"No! Pietro!" Boom started freaking out a lot, torn between her friend and her loyalty. "Gotta relax, what would Pinkie Pie say?"

"Does it matter, by the time Magneto's done Pinkie Pie might be dead," Pyro said. "Boss is in a bad mood, he might just up and destroy this entire town."

"He won't," Toad said. Without thinking he rushed in. "I'll save you Pietro!"

Magneto formed a metallic spear and flung it at Toad, piercing him through the chest, much to the surprise and dismay of his teammates.

"If you're smart, you'll stay put, unless you too wish to feel my wrath!" Magneto warned.

"Alright, that's it! I don't care if he's strong, he's gotta go down!" Boom shouted, tossing some fire balls at Magneto, blasting him back.

"Did you just..." Pyro shouted in surprise.

"If he could do that to his own kids, what keeps us safe?" Boom said. "Besides I've really grow to like those Cake Twins and I'd rather they not get hurt."

Magneto was furious, but before he could do anything, Avalanche rushed over and knocked his former leader away with some rocks.

"Boom, need some fire power," Pyro requested, to which Boom obliged, giving Pyro some fireballs and allowing him to toss them at Magneto, creating more explosions and some fire. Using that to his advantage, Pyro began to send the fire at Magneto, the mutant leader blocking his attempts.

Pietro rushed in and kicked Magneto aside, allowing Avalanche to catapult him into the air with some rocks and Wanda to teleport overhead and blast him down.

"Think we got him?" Pyro asked.

Magneto's eyes glowed bright white and levitated everyone and everything around him. "I will not be denied my dream! My destiny!"

Twilight slowly started to wake up from her gravity induced pain and realized her predicament. She was levitating off the ground with Peter and the Brotherhood. To make matters worse soon all the houses nearby began to levitate, along with some nearby ponies. "He's too powerful! How could..." Twilight noticed the Crystal Heart floating near Magneto. "I have to get that away from him!" She created a forcefield around herself and flew in toward the heart.

Magneto spotted her and focused some objects around her, trapping the Princess in a makeshift cage. "You foolish mare, I've come this far, I will not let you thwart me!"

Nearby Peter had latched on and pulled himself toward Twilight, "I got you hon!" He tried pulling her free but some pipes wrapped around Peter and pulled him back.

"I'm done with you Spider-Man," Magneto said. "Now you will-"

At this point Wanda had knocked the Crystal Heart away with one of her blasts, weakening Magneto's power. "You're not doing anything to them father!"

"No!" Magneto started to lose his grip. "I need that heart!"

"You need a heart alright!" Peter shouted, prying the pipe away, then rushing in to punch Magneto square across the jaw. "Maybe then you'll think twice before pulling anything like this!"

Magneto had dropped everything around him, all the buildings crushed ad the ponies hurt from the debris and the landing. Twilight had blasted away the rubble around her and quickly rushed to the Crystal Heart. "I have to get this back to the Crystal Empire as soon as possible before it's completely covered in snow!"

"No!" Magneto called out, crushing Twilight with his powers. "I will not lose my power!"

"Twilight!" Peter shouted, rushing to help her but he too found himself crushed and tossed right into Pietro, the latter taking a bad bump to his head.

Wanda quickly appeared before Magneto, channeling all of her magic. "I will not let you harm them!" She started levitating all of the debris around and and sent it flying at Magneto, knocking him through a nearby home, releasing Twilight and Peter from his grasp.

"Man, that guy does not quit!" Peter said. "Probably should have put more effort into that punch."

Twilight once again had the Crystal Heart, "I'll need to get this back where it belongs. But first thing's first, we need to apprehend Magneto before he recovers."

"I don't think he will," Avalanche pointed out, gesturing to a badly bruised Magneto. From what they could see, he had scrapes, and bruises all over his body, and some pipes piecing through his body.

Peter, Twilight and Wanda slowly started to approach the very injured pony, who had little life left within him. "So much for my hopes and dreams, to bring about a better world, and society."

"What you did Magneto, wasn't going to lead to peace," Twilight said. "All this destruction, it just sends a bad message. No peace should be worth all of that."

"You don't understand, I tried being civil, but it led nowhere, just pain and misery to all those around me, even those I called friends," Magneto said. "I had to take action in a different way, I had to make this work."

"Magneto, there's always going to be some bad, be it in this world or our home world, but you also have to remember there can be just as much good too, if not more" Peter said. "To brush all that aside just because of some hatred, that's just making you as bad."

"Maybe...you're right," Magneto said. "My anger has blinded me on occasion, it has cost me, but in a way, it was also the reason I had to continue. I was in deep, nothing I could have done could have helped me overcome my pain."

"You could have tried!" Wanda shouted in her tears. "You could have lived here peacefully, you could have put your agenda aside for once. What did all this do for you? For any of us? You wanted peace yet you destroyed half the town, might have killed Toad in the process."

"Toad!" Peter shouted, turning to the nearby mutant, who was being tended to by Boom, Pyro and Avalanche. "Oh no, he's bleeding a lot."

"Toad..." Magneto started to feel some remorse. "I...hadn't intended to." He then started coughing up some blood. "Well, I won't have much time to regret anyway."

"If I could keep you alive long enough to fully regret I would do so!" Wanda shouted.

"Wanda, that's enough," Twilight said. "I know you're mad but even now we must remain civil about this. Magneto doesn't have much time left, and as bad as he was, to continue treating him like this isn't going to make you any better."

"It's fine, she has a right to be angry," Magneto said. "I ruined everything, truth be told I had considered abandoning my conquest on occasion, it was my own inability to overcome my anger that led me to the mistakes I've made. All the fault falls squarely on my shoulders." Magneto turned his attention to the Princess. "Just promise me this, Twilight Sparkle, promise you'll make a better world for my children to live in, to fix the mistakes I made and make them into better people than me. I know I have no right to ask, but I hope you can find it in your heart to make sure they don't make my mistakes, that they help achieve peace the right way."

"Of course, me and my friends will watch over your children and your Brotherhood," Twilight said.

"Wanda, be a good girl for Twilight," Magneto pleaded. "Neither you nor your brother have to forgive me just yet, I have not earned that right, but I do hope the best for you."

Wanda turned away, still feeling angry, "I don't need you telling me that."

"I really do apologize for my reprehensible actions, and if you happen to see my good friend Charles Xavier, please tell him how sorry I am, and that I truly valued his Friendship over the years, if only I could have bettered myself," Magneto said.

Twilight wiped a tear from her eyes, in spite of everything, she couldn't help but feel pity, "He would be happy to know that, Mag...Eric."

"Thank you dear," Magneto said, with a smile on his face as he slowly slipped away into his eternal rest.

Twilight and Wanda just stood together, mixed emotions over what had transpired. It wasn't long before they were joined by a recovered Pietro, who like Wanda, wasn't sure what to make of this.

Ponyville was safe, at least what was left of it. But the consequences would be sure to last, Magneto's betrayal would need to be addressed sooner or later. They could only hope that this wasn't the final straw for Celestia in regards to who resides in this world. Only time would tell.

Author's Note:

Next chapter is the final one for this story. The time has finally come.