• Published 30th Mar 2021
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Spiders and Magic: Civil War - Masterob



An internal battle between The Avengers and The Elements of Harmony threaten Equestria's future.

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Pushing Back Negatives

The aftermath of the battle could have been much worse than it was. At the very least, everyone's alive. Plus no damage was done to Canterlot, with all the fighting taking place outside, and no projectiles going near the castle.

At the very least, the battle was over, with Tony admitting defeat, along with not wanting to risk causing more stress or anxiety for Mayday given that the poor girl was still shaken up from having been caught in the middle of the battle However the problems didn't end there.

Sunset Shimmer was back, along with her friends and allies, including Thor and Doctor Strange, along with her allies from other worlds, and she needed answers.

"Listen, I know we owe you an explanation," Tony began. "But let’s start with you, I mean, we haven't seen any of you in months. How are things back home? Did you find Loki?"

Solemnly, Thor shook his head, "My home is no more. I could not prevent Ragnarök."

"Oh my..." Celestia said. She recalled Thor worrying about losing his Kingdom, and it seemed like those worries had come to pass. "What of your subjects? And your father?"

"My father has fallen in battle," Thor confirmed. "As it stands, I am the current King of Asgard’s subjects.”

"I am so sorry to hear that," Celestia said. "I know it's hard to lose someone you care about."

"My father died honorably in battle, fighting for his people," Thor said. "There will be time to mourn, but I wish to tend to my subjects."

"Did you manage to save everyone?" Tony asked.

"I saved who I could, no doubt some were lost in the crossfire," Thor said. "But thanks to Sunset Shimmer and the rest of our otherworldly allies, we managed to save many."

"Just barely," Strange said. "Things could have been so much worse."

"But, they weren't," Ryu said. "Regardless of what happened in Asgard, Sunset did her best, same goes to all who fought, and those who died honorably in battle, as similar to King Odin."

"What about Loki and those other villains?" Peter asked, Mayday resting on his back.

"He was there as expected, but he got away," Thor said. "A Fire Giant had shown up, by that point, Loki knew he had no hoping of claiming Asgard, so he exited with his allies while Sutur decimated my home."

"So those villains are still out there?" Twilight asked.

"Most of them, at the very least, the one you call The Storm King has been vanquished," Thor said.

"The Storm King's dead!?" Silverstream asked. "Oh wow, wait till my aunt hears about that."

"Silverstream?" Strange said. "Wait, were you part of this battle too?"

"Oh, you actually remembered me, cool," Silverstream said. "And yeah, I'm a Wonderbolt. Or I was a Wonderbolt, until I quit since things weren't going so well."

"What exactly happened here?" Ryu asked.

"You mentioned a war," Sunset said.

"Right, so here's the thing..." Tony began. "Thor, remember how I said that I wanted to create a bit of order in Equestria with my Accords? How the plan was that everyone has a role and we can keep this world safe from destruction?"

"What about it?" Thor asked.

"It had holes, and it led to some really bad disagreements," Tony said. "Cap here didn't like my rules, so he rounded up an army to change them."

"It goes beyond not liking his rules, more like the rules caused situations to escalate," Steve said. "Heroes should not be arrested for saving people."

"...I'm going to need so much more info but first thing's first," Sunset said. "There are a lot of refugees on the other side of this portal. I thought they could stay here for a bit while Thor figures some stuff out."

"You brought refugees here?" Tony asked. "What would you do that for?"

"Tony!" Steve scolded.

"Hey Celestia's the one who wanted to limit interdimensional travel," Tony said.

"I can't argue that..." Celestia said. "It's fine though, if there are those who need our help, then we should help."

"Still, why here? Why didn't you bring them to Earth?" Tony asked.

"Sunset just needed to be back home, she's had a rough time in Asgard, and she really needed the company of her friends here," Thor said. "Plus, we may need a little assistance regarding another situation, so we figured while we were at it, we can have the refugees settle here temporarily until I figure out where I can build New Asgard."

"They'd probably have to turn into ponies," Tony said.

"There might be a way to work around that," Strange said. "But yeah, they might have to be ponies for a bit, hope they don't mind."

"Better to be ponies than to be living in fear," Thor said.

"I can assist you if you'd like Thor," Twilight said.

"I would appreciate that, and your magic may come in handy for...other reasons," Thor said.

"What other reasons?" Twilight asked.

"Like I said, Sunset was busy," Strange said.

"Strange..." Ryu warned.

"Look, I know she didn't mean to but...well you'll see for yourself when you go inside the ship," Strange said. "Seeing is believing."

"Just keep this in mind," Cloud said. "Sunset really was trying to help, she might have saved many lives in the process."

"I will not judge her actions, I trust Sunset did what she felt she had to do," Twilight said to alleviate any worry Sunset currently had. "I'll go in and see."

"Wanna go see too Peter?" Strange asked. "Something tells me you might like the surprise."

"I would but..." Peter gestured to his still spooked daughter.

"Oh what happened to Mayday?" Sunset asked. "Wait, why was she out here?"

"Honestly, I never got an answer but, she got caught in the middle of the crossfire and it gave her a really bad scare," Peter said.

Sunset immediately glared at those involved in the battle, everyone awkwardly turning away. She turned back to the filly, "How are you feeling, Mayday?"

"A little better," Mayday said, her voice soft but audible.

"Stephen, I don't suppose you know any magic tricks that would help a child feel better?" Sunset asked.

"What am I? A magician at a birthday party?" Strange asked.

"You could just say 'no'," Cloud said.

"Hey, let me take her," Goku said.

"Goku? You want to?" Peter asked, Mayday's ears perking. "Wait, are you even good with kids?"

"Well yeah, I have two sons, and a granddaughter," Goku said. "I know how to take care of a kid."

"Perhaps I should," Luna said, trotting over. "I am her Godmother after all."

"Wanna go with Auntie Luna?" Peter asked, earning a nod from his daughter. "You can take her Luna."

"Come dear," Luna said, using her magic to lift Mayday onto her back. "I'll keep you safe."

"Aw, I could have done that," Goku said.

"No offense mister, but you did hurt my daddy once, and you broke his suit," Mayday said. "I'm not sure if I want to be near you."

"Oof, that kind of stings," Goku said.

"Goku didn't mean to hurt your dad," Sunset said, thinking the statement over. "Well maybe a little, but that's his way of having fun."

"Well his way of having fun was a bit over the top," Luna said. "Put's Capcom's brutality to shame."

"...Brutality?" Ryu asked, very bemused.

"With all due respect Luna, Capcom isn't brutal, it just has very passionate martial artists," Sunset said. "They also fought bravely at Asgard."

"Well at least they can be useful for something," Luna said, trotting off with Mayday. "Let me know when you're done."

Sunset furrowed her brow at the night princess, her dismissal of Capcom got under her skin a bit, but she had something to attend to, so she put her feelings aside for the moment. "Come on, Peter, Twilight, I'll take you inside."

"That ship is in Marvel's Space, be ready to turn back human," Ryu warned.

"Where exactly in Marvel space?" Peter asked.

"Some uninhabited asteroid," Sunset said. "Come on."

While Sunset led Peter and Twilight inside, along with Ryu and Cloud, at this moment Thor focused his attention back on Tony and Steve.

"I trust everyone is unharmed for the most part," Thor said.

"Aside from some bruises, we're fine," Tony said.

"That's good, at the very least I'm glad you're alright," Thor said. "I couldn't stand to lose more friends."

"Thor, can you tell us what happened?" Steve asked.

"Only if you tell me what happened here," Thor said.

"Right, story time," Tony said, ready to explain.


Meanwhile inside the ship, the five that had entered had immediately turned human, Twilight briefly losing her balance, fortunately Peter had caught her before she tripped.

"Thanks, those first few steps always get me," Twilight said. "Of course it's been years since I've had a human body."

"Same, thank goodness for spider reflexes," Peter said, then looked around. To his surprise, there seemed to be dozens of people on the ship. "Are these the Asgardians? Wait, are they all Asgardians or..."

"It's mostly the surviving warriors here with some extras," Sunset said.

"Who does this ship belong to?" Peter asked.

"Thor's friend, Beta Ray Bill," Sunset said. "He calls it the Skuttlebutt."

Peter began to laugh a bit, "Skuttlebutt..."

"Peter," Twilight scolded.

"There were two other modes of transport, both are residing in this giant ship right now," Sunset explained. "One ship...rather cube, belonged to an Angel named Whis from Universe 7 in the Dragon World realm."

"A cube? Interesting," Peter said. "Who does the other ship belong to?"

"Sunset! You brought guests," came the voice of Peter Quill, who was joined by Gamora. "More portal summoning? I don't think that sorcerer’s going to like that."

"He knows about them, Quill, it's fine," Sunset said.

Peter scratched his head as he gazed toward Quill, "You're from the Guardians of he Galaxy, right?"

"Got that right, I'm Star-Lord, the group leader," Quill said.

"Oh yeah, I remember your name," Peter said. "I'm Spider-Man just in case you don't remember."

"You're an Avenger, right?" Star-Lord asked.

"I know them, I wasn't officially a member until a couple of months ago," Peter said. "Not sure if I still am though."

"Heard you left Earth some time ago," Quill said.

"He came to my world a few years ago," Twilight explained, then held her hand out. "Let me introduce myself, I'm Twilight Sparkle, Spider-Man's wife."

"Well to formally introduce myself, I'm Peter Quill," Star-Lord gestured to the Zen-Whoberi beside him. "This is Gamora."

"Hello," Gamora said.

"Interesting that your name is Peter...just like my husband," Twilight said.

"Peter Parker and Peter Quill," Peter said. "We can be Peter Squared."

"Ready to 'square off'," Quill joked, both Peters now laughing while Twilight and Gamora rolled their eyes.

"So, you helped do battle at Asgard?" Peter asked.

"Yeah, me, Gamora and our friends Rocket, Groot and Drax," Star-Lord said. "Sure as hell wasn't alone though."

"I can see..." Peter said, taking another look around. "I can tell not all of these warriors are Asgardian."

"They're not," Sunset confirmed. "While preparing for Ragnarök, I traveled the multiverse to recruit allies. Not just from Capcom and Square, but places like Namco and Sega, along with SNK."

"SNK? Who names these worlds?" Peter asked. "What does it even stand for? What do any of these names stand for?"

"Capcom's the one who named most of these worlds, not me," Sunset said. "These worlds aren't even aware of their names."

"It's true, even my friends in these worlds don't understand the names," Ryu said. "Some don't like their names, but it's just easier for us to label them if they're different enough from our world. Like your world is Marvel for it's Marvelous Superheroes."

"Well that's neat, but tell me this, what does Capcom mean?" Peter asked.

"I believe it means, Capital Commuting since we primarily commute to many different worlds," Ryu explained.

"Oh wow...that's actually really clever," Twilight said. "I should write this down somewhere."

"I have a list," Sunset said "Chun-Li filled me in on all the names."

"Want to see that later, I mean, one of the worlds is called 'Square' right? Do they like shapes or something?" Peter asked.

"No...we don't," Cloud said, getting a sheepish reaction from Peter. "It's meant to be symbolism of how our power multiplies like a number to its immediate power. Given your joke earlier, seems like you definitely understand that mathematical concept."

"Actually, that's really clever," Peter said. "Really eager to hear the others. So you just got those worlds?"

"Actually, I got way more than that," Sunset shamefully admitted. "At one point, I panicked so badly, I summoned warriors from several different dimensions, ones I'm not familiar with. I don't even know which world they came from, or how many are from the same world. Many of them don't even recognize each other so that makes it harder."

"I recognize a few, but pinpointing many of their home worlds will be a challenge," Ryu said. "Especially the few we in Capcom don't recognize."

"It's pretty amazing, I mean, first off, freaking Pac-Man is here, like the real deal," Quill said. "He's actually really cool in person...or orb."

"So, when you say Pac-Man, you mean the actual yellow ball right?" Peter asked.

"Exactly what I said when I met Ryu here," Quill said. "And I still feel like I've seen you in a video game, same with the guy with the long sword."

"I'm not a video game character," Cloud said.

"Actually, you could be, as can I," Ryu said. "In the multiverse, some of us may exist but in other forms of media. I very well could exist as a video game character somewhere, same with you Peter."

"I wouldn't be too surprised, I've met Superman and Batman, despite them appearing in comics in my world," Peter said. "Actually, even I have my own comics, they basically tell stories of my battles. I've been meaning to find some for a guy named Quibble Pants, he's part of geek culture, as evident by his love for Daring Do."

"Funny since Daring Do herself is actually real as well," Twilight said.

"Oh yeah, Rainbow Dash ran into her a few years ago, and I ran into Ahuizotl," Peter said.

"You never told me that," Sunset said.

"I'll be happy to tell you that story another time," Peter said.

"Well tell me this Spider-Man," Quill began. "Do you know what a Jedi is?"

"Dude, you have no idea," Peter said. "I can talk about that stuff for days."

"What if I told you that I saw a real one?" Quill asked.

Peter's eyes widened, the hero glaring right at Quill, "Bro, do not pull my leg."

"You'd be amazed who showed up here, literal legends bro, mind blowing stuff," Quill said. "All thanks to Sunset here."

"It wasn't all great, I mean, yes I summoned warriors to Asgard but..." Sunset shamefully shook her head. "It did not go so well."

"What didn't go so well?" Peter asked.

"I won't sugarcoat it," Ryu began. "Our side suffered some losses, friends of ours died in battle. Including warriors I know, ones who fought by our side."

Peter's prior excitement quickly faded, the boy growing worried, "Friends of yours...? Wait, where's Chun-Li? And Chris? What about Dante? Are they alright!?"

"They're fine, they survived. Right now they've overseeing our allies." Ryu reassured. "Chun-Li is grieving though, two good friends of her perished in battle."

"Who were they?" Peter asked.

"Guile and Cammy," Ryu said. "Neither of them survived Ragnarök."

Peter almost couldn't believe what he heard. While he wasn't too close with either of them, he was still familiar enough with the two, they seemed to be prominent warriors in the Capcom world. He recalls their battle against Gambit's team at the Marvel vs Capcom Tournament from years prior. "My God..."

"Meanwhile, Jill is grieving a friend of hers, a man named Carlos," Ryu said.

"Carlos? Uh, I don't think I'm too familiar with him," Peter said.

"He was at the Tournament we had years back, if I recall, his team lost by a team led by Black Cat," Ryu said. "He spoke with a South American accent."

"Oh right, I might remember then," Peter said. "Still, I'm sorry to hear that."

"Some friends of mine perished too," Cloud said, the pain settling in his heart. "Yuffie, Cid, Vincent, all while I was too powerless to help them. After everything we've been through prior, I thought we could survive no matter what."

"We're really sorry about your losses," Twilight said.

"Thor lost many of his friends too, it was hard on a lot of us," Sunset said.

Peter looked around, finding himself walking along with Twilight and Sunset beside him. Peter passed by the Capcom section, spotting the new warrior Rashid speaking with Zangief. Peter didn't know this warrior, but he could tell he was in mourning, hearing the name Akam.

"Rashid is one of the newer warriors in Capcom, joining the Street Fighter circuits," Sunset explained. "His butler and trainer Akam was a great man who fought alongside him in battle, at least one more time."

"That man must have meant a lot to him," Twilight said, heartbroken by the man's tears.

Sitting nearby, Ryu's self proclaimed apprentice Sakura and her friend Blanka seemed to be grieving as well while Zangief's apprentice Rainbow Mika along with the ninja girl Ibuki comforted them.

"One other warrior was lost, Master Dhalsim," Sunset explained. "Wise man, master of Yoga. While Sakura and Blanka weren't super close to him, they were around when he perished, and felt helpless to save him."

"It's hard to save everyone, but dammit if it doesn't hit hard when you can't," Peter said.

They then spotted Viewtiful Joe speaking with Regina and Captain Commando. All three were sad but Joe especially looked distraught.

"You remember Joe right?" Ryu asked, earning a nod from Peter and Twilight. "He was inspired by The Avengers to create a team of his own to protect Capcom. Ragnarök was their first major mission and two of them had already perished in battle. Joe lost faith in himself as a leader, feeling like he couldn't keep his allies safe."

"Poor guy, he looks like a big superhero fanboy, shame his dream didn’t turn out well," Peter said.

"Leadership is not without its struggles, he'll get better," Twilight said.

Peter took note of Zero sitting to himself while another version of Mega Man and Roll comforted him, "That Mega Man there, is he the one friends with Zero?"

"No, that's Volnutt, he comes from another timeline in our world," Ryu said. "The Mega Man friends with Zero perished as well."

"Who says robots can't feel sadness? Or understand loss?" Cloud pointed out.

"This is hard to see," Twilight said.

"Brace yourself then, because there's more," Ryu said.

Peter spotted Chun-Li with Ken, Spencer and Strider, the three men comforting her. Peter's never seen Chun-Li this upset, normally she always seemed to be upbeat and ready for anything, but here she was clearly distraught, understandably so.

Taking it upon himself, Peter walked over to the girl, "Chun-Li?"

"Peter..." Chun-Li said, the girl immediately embracing Peter in a hug, which he returned.

Twilight fortunately wasn't jealous, she was happy that Peter went to comfort Chun-Li, it showed his caring side. Ryu couldn't bear to look though, he did not wish to feel the same sadness. This did not go unnoticed by Ken, who knew his friend well enough to know he was hurting, but pushing it aside.

Peter broke away, wiping a tear from Chun-Li's eyes, "I know it's hard, but you'll make it through. You're a fighter, and I believe Guile and Cammy would want you to fight on."

"Yeah...I know they would," Chun-Li said.

Twilight nearby spotted Jill being comforted by Chris and Dante. She seemed to be handling it better than Chun-Li, but Twilight could still see the despair on her face. She barely knew Carlos, but she understood friendship. If it were her in that position, she'd be more of a mess.

"Twilight..." Peter said, then noticing Jill and her sadness. "It never ends."

"Unfortunately, it doesn’t," Ryu said.

Nearby was team Sega, with their best warrior Sonic sitting against a wall, a solemn look in the eyes of the usually peppy hedgehog while his friends Tails and Amy were trying to comfort him.

"He seems familiar," Peter said.

"That's Sonic the Hedgehog, Sega's strongest warrior," Sunset said. "A warrior he knew did not make it either, Sonic blames himself for not keeping all of his friends and allies safe."

Peter knelt to get a better look at the hedgehog, his eyes were occasionally wandering, looking to many of the others who were grieving. Peter had a feeling that Sonic grieved more than just his own ally.

The hero then noticed an unfamiliar duo, Zephyr and Leanne, the two were definitely missing someone, they kept muttering a name.

"This friend, Sunset, is his name Vashyron?" Peter asked.

"Looks like you spotted his friends," Sunset sadly stated. "You guessed right though. Sonic had just seen him too, apparently they were having a bit of fun prior to his demise. How can you be laughing with someone only to lose that person not even five minutes later? That's a type of speed even Sonic isn't comfortable with."

"Life just comes at you," Peter said.

Sunset then passed by the SNK group, Peter didn't really know any of them, but he could tell they were also missing someone, with the ninja girl Mai being comforted by her boyfriend Andy as his brother Terry kept his hat low to cover his face.

"Terry Bogard, from a world that rivals Capcom just as much as Marvel does," Sunset explained. "He and his friends all nearly made it, but at the last second, one of them got left behind trying to save a family. A great man named Joe Higashi."

"So that's Terry," Peter said, having heard the name before. "And this Joe guy, he must have been a good friend of his."

"Yes, he and his brother Andy, the gentleman there comforting that ninja woman, they were best friends with Joe since childhood," Sunset explained.

"Since childhood!?" Twilight asked, the girl blown away. "So, they lost a childhood friend in this?"

"Lots of people have here," Sunset said, the girl wiping away a tear. "Everyone lost someone, and some of it just didn't feel necessary. Most of it could have easily been avoided, if not for poor decisions."

"Sunset?" Peter said, noticing the woman's continued grieving.

"I'll be fine," Sunset said, holding back her tears and moving along, with Peter and Twilight following. Ryu had shown some visible concern for the girl but pressed on as well.

"Cloud, Sunset" Came the voice of Noctis.

"Hey Noctis," Cloud greeted.

"Who's this?" Peter asked.

"This is Noctis Lucis Caelem, King in Training for his country of Insomnia," Cloud said.

"Hi Noctis, I'm Twilight Sparkle," the girl introduced.

"Peter Parker, Spider-Man," the boy introduced.

"Hey..." Noctis said. "Sorry to interrupt, I saw a portal opening earlier and wondered if anyone was going home."

"Soon," Cloud said.

"Alright...and Cloud, I'm really sorry about Yuffie, I should have been able to protect her," Noctis said.

"We all had our part to play, even her," Cloud said. "We'll be done here soon."

"Sure, see ya," Noctis said, retreating to his group.

"He seems like a nice guy," Twilight said.

"He is, a bit on the reclusive side but I'm no different," Cloud said.

"Same with me and my daughter," Peter said.

Next were the Namco group, Peter vaguely recognized some of them, though a few in particular caught his eye.

"That's Yuri Lowell," Peter said. "One of Rita's friends, I saw him at the Marvel vs Capcom Tournament years back."

"Great work recognizing him, considering you haven't seen him in his human form before," Sunset said.

"It's the hair, he rocks the long hair look," Peter said.

"Heh, yeah, I suppose he does," Sunset said, trying to find a reason to smile.

"Well, I see Yuri, but I don't see Rita, or his friend Estelle," Peter noted. Upon noticing the sad look in Yuri's eyes as he seemed to comfort a young elven boy alongside another young man in red, he started to form the worst possible scenario in his head. "What happened with them?"

"For starters, Estelle wasn't at Asgard, she stayed behind," Sunset explained. "Rita however, she went to Asgard. She and that boy in blue Genis were working together. Then Genis got injured by an attack, so Rita immediately went to his aid to make sure the follow up attack didn't destroy him, but that was at a cost.

Those last few words had a major impact on Twilight, the Princess already dreading the truth before confirming, "You don't mean..."

"Rita sacrificed herself to keep him safe," Sunset confirmed. "Sorry, I know she's a friend of yours, she's asked about you too. I wish I could have brought her back."

Twilight began to tear up, thinking about the girl she met years back. Even Peter felt heavy hearted. He had just used the blastia she left for him in his suit, after years of research he found the best way to utilize its capabilities, and how Rita wouldn't even be around to see how well it was done.

"I can't believe everything that's happened," Twilight said, looking around some more. "How did so many die?”

Sunset shut her eyes, trying to hold back some tears before speaking again, "I've been asking myself that for the last hour."

Ryu could see the tears emerging out of Sunset. He wanted to comfort her, but unfortunately he could not figure out how.

"Excuse me, young lady," Came the voice of All Might, the hero joined by Mark Grayson. "I hate to bother you but, will it be long before we can go back to our own dimensions? I don't want to leave my home unguarded for too long, if people know I disappeared, they'll worry, and crooks will take over."

"Sorry, I'll get you home soon, I just need to find the dimensional portal that will help," Sunset said.

"Whoa!" Peter said, amazed by the sight of this man. "Dude, you're built!"

"Oh thank you..." All Might took note of Peter's suit. "Hm, interesting design choice."

"Uh, thanks, made it myself. From what I can tell, you seem like the superhero type, are you?" Peter asked.

"Yes, they call me All Might," The hero said. "Number One Hero in the World, or at least in Japan."

"You're Japanese?" Peter asked. "Wow, you speak perfect English."

"I spent some time in the States," All Might said. "What about you? Are you a pro hero?"

"Pro Hero?" Peter asked. "Um, well I am a superhero, never heard the term pro...well I sort of heard it but, well, it's a long story."

"It's always a treat to see heroes from other dimensions, like this young man here," All Might said, gesturing to Mark.

"Hey, nice to meet you," Mark said. "I'm called Invincible."

"They call me Spider-Man," Peter said.

"Ah, makes sense given the design," All Might said. "How does your quirk work?"

"Quirk?" Peter asked.

"Uh...your powers, wait what are they called in your world?" All Might asked.

"Superpowers, I never heard the term quirk used," Peter said. "But anyway, my powers allow me typical spider stuff, like crawling on walls, in addition to super speed and super strength."

"Can you make webs?" Mark asked.

"Not organically, I create something similar in my lab," Peter said, demonstrating with a web shot to the ground. "It allows me to swing around and create traps for enemies or safety nets for people I save."

"Fascinating, that's a mighty fine quirk...er, superpower you have," All Might said.

"So I take it you have like super strength or something?" Peter asked.

"Sure do, strength and speed," All Might said.

"I have super strength as well, plus I can fly," Mark said.

"Dude, lucky, I wish I could fly, that'd be the one power I wish I had," Peter said. "My wife here is lucky she can fly."

"Oh, so this young lady is your wife?" All Might asked.

"It's nice to meet you sir, my name is Twilight Sparkle," the Princess greeted.

"Such a lovely name, are you a superhero as well?" All Might asked.

"Eh, sort of, I'm not like my husband though, I don't really seek out crime or anything, but if something threatens my friends or family, I take charge," Twilight said.

"She's got really powerful magic," Peter said.

"Magic? So just like this lady here?" Mark asked, gesturing to Sunset.

"My name is Sunset Shimmer," the woman said. "And yes, where me and Twilight are from, magic is a normal thing."

"So, what worlds are you two from?" Twilight asked. "Are either of you Marvel? Or are you from Superman's world?"

"Marvel? Superman?" Mark asked.

"Did you see a man earlier with a blue suit and red cape?" Sunset asked. "That's Superman."

"Wait, Superman's here too!?" Peter asked, looking around. "SUPERMAN!"

This got him odd stares from many on board, some like Jin who recognized him but found him irritating, some like Sonic and Yuri, both seemingly interested in seeing Peter, this was even enough to get Ryu and Cloud to feel awkward at how loud Peter was.

"Last time he saw Superman, he started geeking out," Ryu said.

"Didn't Sunset Shimmer geek out too? Then started arguing with Spider-Man's wife over whether he was cooler than Batman," Cloud said.

"That was really awkward," Ryu lamented.

Peter continued to look around, eagerly awaiting the Justice League member, though this caused some minor concern for Twilight.

"Peter, don't pester Superman, remember everyone here just got back from a war and a majority of them are refugees," Twilight said.

Peter grimaced a bit, realizing his blunder, "Guess I got too excited."

"Spider-Man!" Called Superman, the hero making his way over with Batman and Wonder Woman. "It's so nice to see you."

"You too sir! Wow, you came to Asgard as well?" Peter asked. "All three of you? Wait, is the rest of the Justice League here?"

"It's just us Spider-Man," Batman said, his appearance looking vaguely familiar to Mark. "No one else came."

"Sunset Shimmer summoned us, seemingly by accident," Wonder Woman explained.

Sunset shamefully nodded her head, "It's true, I got so carried away, I summoned dozens of warriors from different realms. Stephen was furious at me, he said I could have caused an Incursion or something."

"I don't blame him for being mad, while you meant well, you could have destroyed several realities," Batman said.

"Come on Batman, she already got scolded by Doctor Strange and she feels bad enough, don't make things worse," Superman said.

Batman groaned in annoyance, "You're way too soft sometimes."

"And you're being needlessly harsh," Superman said.

"Come on boys, find a middle ground," Wonder Woman said. "In the end, we managed to save lives and Doctor Strange was able to contain the damage done. Sunset Shimmer did make a mistake but it's not our position to judge her."

"I don't blame anyone for being mad at me though," Sunset said. "I mean, take a look around. So many people here are lost and confused, I pulled them into a fight they weren't even expecting. I wouldn't be surprised if some of them were killed because of me. I already got so many other people killed because of my carelessness."

"Sunset, you can't mean that," Peter said.

"It's my fault though, they're dead because I brought them to Asgard," Sunset hugged herself to feel comfort, but she had little will to feel comforted. "It's because of me that the Capcom lost warriors, it's because of me that Cloud's friends died. If I had just listened to Stephen, then Rita would still be alive, and so would Joe and Vashyron. I never should have brought over so many people, and now...now..." Sunset wiped her eyes, the guilt eating away at her. "I brought this on myself, if I could go back and change things I would..."

"But you can't," Batman said, earning a glare from everyone, even Twilight.

"Sir, you know I respect you but Superman is right, you're being too harsh," Twilight said.

"Seriously, enough is enough," Superman said. "She's clearly heartbroken."

"I know that Superman, but it's also important for her to know the situation can't be reversed, she needs to move on from this grief," Batman said.

Superman glared a hole through his friend, "I don't think you're in any position to tell someone to get past their own grief."

Batman grumbled in annoyance, clearly no one was in the mood to hear it right now, so he sought to leave. "I'm going to find Doctor Strange, see if we can get an ETA on our return home."

As Batman left, he walked by Ryu and Cloud, the two glancing briefly at Batman both mistrusting of him, especially Ryu.

"Sunset," Cloud greeted. "Seems like you're making some friends here."

"Yeah, I was getting to know a couple of our new guests," Sunset explained.

"Dude, your sword's huge," Mark said. "You look like a JRPG character."

Cloud raised his eyebrow, then focused back on Sunset. "Finish showing Spider-Man and Princess Twilight around?"

"Barely, there's so many people to introduce them too, but I don't even know who they are," Sunset said.

"I recognize at least one of them," Ryu said, gesturing to a man in the crowd, who seemed to be talking to others. "That's Cole MacGrath, his world doesn't have a name yet, far as I know at least, but I've seen him when the Tekken warriors came to Capcom to partake in our Street Fights."

"Who's that girl next to him?" Peter asked, gesturing to Kat.

"I...don't know," Ryu said. "I don't think I've seen her before."

"What about the big guy next to him?" Peter asked, gesturing to the bearded spartan of the group.

"I'm not sure either, but I feel like I should know him," Ryu said. "I will say this, I get bad vibes from seeing him around. Plus he keeps giving Thor a dirty look for some reason."

"Well he seems like someone I do not want to mess with," Peter said. "Still, so many people."

"There could have been more too, I know warriors like Lara Croft and Agent 47 who could have come," Cloud said.

"Legends like Sam Fisher, or capable allies like Isaac Clarke," Ryu added. "List goes on."

Meanwhile Cole had noticed the group beside him, "Looks like the lady that summoned us is looking our way, and she's with her friends."

"Huh?" Kat looked over to the group, curious by their appearance.

Kratos glanced at Sunset Shimmer, curious about how this girl managed to bring him out of his world, and what type of magic she used. Though he finds it doubly interesting that he ended up in a different version of Asgard than he's familiar with.

"What do you make of her magic?" Kratos asked, surprising Cole a bit given that the spartan usually isn't a conversation starter.

"Eh, honestly magic really isn't something I'm totally used to, though I am familiar with world traveling," Cole said. "See that guy with the red bandana? I went to his world once, he and some other guy really had quite a fight."

"Is that other man around?" Kratos asked.

"I hope not, he's pretty dangerous. He tried taking over the world, thankfully a bunch of people thwarted him, but wow, he was not screwing around," Cole said. "Guy even had demon powers or something."

"Curious," Kratos said. "Are you familiar with the rest of them?"

"No...well I think I've heard of that guy with the spider insignia, think he's called Spider-Man," Cole said. "Apparently really powerful, like something out of a comic book."

"A what?" Kratos asked.

"Eh, it's a modern Earth thing," Cole said.

Sunset could see that the three warriors have noticed her, though she chose not to make too much eye contact, still feeling like she messed up really badly.

"Sunset," Ryu said. "About what you said earlier, you shouldn't be blaming yourself for anyone who's lives were lost in battle."

"I'm the one who summoned them to Asgard, so it falls on me if anyone dies," Sunset said. "It's my responsibility."

"I can't speak for everyone, but at the very least, anyone from my world who showed up to fight, showed up knowing the risks," Ryu said. "Any of us could have died out there, but it was a risk we all took. For some of us, it was the thrill of battle, for others, it was business, but for the most part, everyone joined to try and save as many lives as possible."

"I don't blame you for what happened to Yuffie, Cid or Vincent," Cloud said. "They wanted to try and help, but Loki proved to be stronger than we expected, same with his allies."

"But I'm the one who told them about it!" Sunset insisted. "If I hadn't, they wouldn't have asked to come."

"You weren't the only one talking about Ragnarök, word spreads fast in my world," Ryu said. "I wouldn't be surprised if any of them heard about it from Goku as well."

"But, what about the other worlds?" Sunset asked.

"That's not your fault, no one's going to blame you," Ryu said. "If you're worried about Joe Higashi, then don't. I know Terry enough to know he would not pass the blame onto you. If anything he probably blames himself for not keeping his friend safe."

"Anyone from the Namco world can't blame you either, they knew the risks," Cloud said.

"He's right," Came the voice of Yuri Lowell, the Brave Vesperia member making his way over. "I know you feel terrible about what happened to Rita, but believe it or not, she was actually excited to go to Asgard. She didn't plan to die of course, but we all knew that was possible. I should have been the one keeping an eye out for her, it's my duty to keep all my friends safe, and I failed."

"I'm sure you did your best, Yuri," Twilight said. "I will miss Rita though."

"Same here," Peter said, pulling something out of his suit. "This Blastia she gave me really came in handy today."

"Finally figured it out huh?" Yuri asked. "Well, I know she would have been happy to help."

"Spidey..." came Sonic's voice, the hedgehog nearing the group.

"Hey, you're Sonic right?" Peter asked. "Heard you lost a friend out there too."

"Vashyron and I weren't super close, but he was still a friend regardless, and one of my allies," Sonic said.

"Sonic, do you blame Sunset for what happened to him?" Ryu asked.

"Of course not, she didn't get him killed, he went out fighting like he loves to do," Sonic said. "If there's anyone to blame, it's the Storm King, he's the one who led the attack that took out Vash, at least that's what Bayonetta told me."

"There you have it Sunset, the fault lies on the villains, not you," Cloud said.

Sunset turned away, still feeling too ashamed of herself, "I still nearly endangered the world with my portals. On top of that, everyone here is stranded."

"We'll get everything back on track," Ryu said. "For now, we probably should explain the situation to a lot of our guests."

"I hope they're all understanding," Cloud said.

"Let me start, I am the reason they're here," Sunset said, making her way over to the extra warriors.

"That girl's coming this way," Cole said.

"Good, we should be able to get some answers," Kratos said.

Sunset stood before the crowd, clearing her throat to get their attention, "Excuse me, everyone!?" She did not speak loudly enough, many of the extra warriors were still busy conversing amongst each other, and a few Asgardians. "Um, excuse me!"

"She sounds way too nervous," Cole said.

"Hey, everyone!?" Sunset said, again trying to get their attention.

"Allow me," Kratos said, surprising Sunset as he stood near her. "WARRIORS!" With one yell, that started to get everyone focused on the Spartan. "This woman has something to say."

"That's the sorceress who summoned us to this realm," Legolas said, everyone focused on her now.

"Hi, I'm Sunset Shimmer, and I'm the reason you were in Asgard," Sunset began.

"You brought us here?" Came the voice of Master Chief.

"Yes, not by choice though," Sunset said. "See, I specialize in interdimensional travel, or at least I am still learning about it. I sought to use those talents to summon warriors to Asgard to protect them from the invading forces, including the God of Mischief, Loki. During the battle however, I began to panic, because I feared the risk of losing, and began summoning on instinct. I don't even know what spells I was using, I was in a state of desperation, but somehow it brought each one of you here. Thankfully you were all brave warriors who chose to fight for Asgard, for that I thank you, but I also apologize if this is any inconvenience for any of you. I promise that I will send each of you home, that is something I will personally guarantee."

Many of the warriors exchanged glances with one another, while it was nice that they got some explanation, they still find it amazing how they wound up in this world.

"How long will it take to bring us home?" Legolas asked.

"I just need help from Doctor Strange, he's a Sorcerer Supreme," Sunset said. "He knows more about magic than I do, and is a bit more familiar with this stuff."

"With a name like 'Sorcerer Supreme', I should hope his magic skills are up to par," Legolas said.

"I'm honestly amazed you know such magic," Harry Potter said. "I don't think the Wizards or Witches where I'm from can do anything like this, unless there's something they're not telling me."

"This multiverse stuff is a bit strange, but I've seen strange stuff before, including time travel," Cole said.

"I have traveled the Nine Realms of my world, through the power of The World Tree," Kratos said.

"The Tree of Yggdrasil?" Cloud asked.

"Yes, that very tree," Kratos said.

"Huh, funny, that exists in my world as well," Cloud said.

"Same here, Lloyd Irving can tell you more about it than I can though," Yuri said.

"Tell you what?" Lloyd asked, coming over.

"The Tree of Yggdrasil, apparently it exists in other realms," Yuri said.

"Oh, neat, we should exchange stories then," Lloyd said.

"Seems some of us here may have some experience with dimensional traveling at least," Luke Skywalker said. "If we work together, we very well may return home soon."

Peter began rubbing his chin, somehow these men looked familiar to him but he couldn't quite place where.

"I'll make sure to get you all home, and again, I apologize for the inconvenience," Sunset said. "This was not your battle to fight, and I should not have brought you here."

"What's done is done," Legolas said. "This may have happened for a reason after all."

"I'm fine with it too, good to stretch my legs a bit," Cole said.

"This trip gave me a taste of what to look forward to in the future," Kratos said. "For soon, Ragnarök will affect my world as well. If it's anything like this, then I must ensure that me and my son are absolutely ready for what's to come."

"Another Ragnarök?" Sunset asked. "Wow, and I thought one was bad. Well, I'd offer to help to repay your kindness, but after today, I'm not too confident in my ability to be of any use."

"Oh, maybe you can ask Thor to help you, the one in your world at least," Peter said. "There is a Thor, right?"

"I will never ask assistance from The Gods," Kratos said. "They cannot be trusted."

"Um, excuse me, Goddess here, who has strong connections to the Gods of Olympus in my world," Wonder Woman said. "Do you take issues with Gods?"

"The Gods of Olympus you say?" Kratos asked, glaring at Wonder Woman. "The same ones who took everything from me? Including my family!?"

"Whoa, easy big guy," Peter said. "She's not trying to offend you or anything."

"The Gods are terrible creatures who think only of themselves, I took great pleasure in wiping the Olympians of the face of that world, and I intend to do the same with those in Asgard, including the Thor and Loki of where I reside!"

"Come on dude, Thor's a good guy, and I'd like to think you are too," Peter said.

"There are no such things as good Gods, only corrupt ones," Kratos said. "Only a God like Loki could cause the destruction he caused in this world, and no doubt the Loki of my world will be much more ruthless!"

"Wish I could disagree with him, but he's not totally wrong, some Gods are scum," Cloud said. "Something tells me you would have hated Beerus."

"Who is Beerus?" Kratos asked.

"God of Destruction from another world, he lets the God name go to his head," Cloud said. "Thor wasn't having any of that though, the moment he threatened to destroy Asgard just because Sunset here disagreed with him on something, Thor kicked his ass."

"See, Thor's a good guy who cares about his home," Peter said. "It sounds like you went through something heavy, and I get that makes you angry, I can relate to that. But you can't let your anger take over your life. Use that anger to help others avoid what you went through."

"I already did, thanks to me, the Gods of Olympus are dead," Kratos said. "Poseidon, Hades, Hercules and even Zeus himself fell to my blade."

"Oh...wow..." Peter said, sensing a bit of awkward tension with everyone around. He could especially tell this took Wonder Woman by surprise. "You've been busy then, annihilating Gods...even Hercules, which is weird because he's usually a good guy."

"I did what I must, the Gods caused people to suffer, they took my family from me, so I took power from them," Kratos said. "After I killed Zeus, I retreated to Midgard where I started anew."

"Wow, that's quite the story...um..." Peter scratched his head. "Wait, I don't even know your name."

"You may call me Kratos," the war spartan said.

"Cole MacGrath," the man next to him said.

"Kat," the gravity shifter said.

"Call me Master Chief," the space spartan said.

"I am Legolas, son of Elvenking Thranduil," the elf said.

"Harry Potter," the wizard said

"Wait, hold on," Peter said, interrupting the intros. "Legolas already sounds familiar enough, but Harry Potter!? As in, THE Harry Potter?"

"You know me?" Harry asked.

"Yeah, I've heard stories of you, but...you're real!?" Peter asked, then turned to Luke. "Wait, you're familiar to me too, the way you're dressed, it reminds me of..." Peter noticed the weapon on his waste. "Is that a Lightsaber!? Are...are you a Jedi!?"

Luke raised his eyebrow in confusion, "You know of the Jedi?"

"Did someone say Jedi!?" Quill asked, making his way over.

Peter gestured to Luke, "That guy's a Jedi! Like a for real Jedi! Just like Star-Lord said!"

"Told you," Quill said.

Luke seemed rather confused. "What is happening?"

"Peter, I think you're startling Mr..." Sunset turned to the man. "I never got your name."

"Luke Skywalker," the Jedi said. That was enough to send Peter over the moon.

"LUKE SKYWALKER!? The real Luke Skywalker!?" Peter got in close, further freaking the Jedi out. "Oh man, I can't believe I'm meeting the real Luke Skywalker! Is this a dream? Someone hit me!"

Sunset shook her head, "Peter, you really shouldn't-" Ryu then delivered a massive punch to Peter, knocking the hero for a loop. "RYU!"

"He asked for it," Ryu said.

"Ow...damn!" Peter rubbed his face. "Dude you've been getting a lot stronger, haven't you?"

"Well I do want to surpass and defeat you in battle," Ryu said. "You're my friend, but also my rival."

"Still, this hurts, so this is real!" Peter turned to Luke. "Dude there's so much I want to ask you. What's it like being a Jedi? Are the stories on my world about you true? Or are there differences that I don't know about?”

"This is getting rather uncomfortable," Luke said. "I take it your world has heard of my expenditures but I'd rather you not fawn over me."

"Right, sorry," Peter said. "I’m just a big fan of yours."

"Well, that's flattering," Luke said. "I'd be happy to tell you a bit about my life in due time."

"Sounds great," Peter said, then remembered. "Oh, right, Harry Potter. You're a big deal in my world too, many read stories about you as well."

"Who wrote stories about me?" Harry asked. "There's no way The Council of Magic would be okay with muggles knowing about us."

"Hey dude, I just saw Pac-Man today," Quill said. "Anything's possible."

"Wow, the last time I felt this type of excitement was when me and Rainbow Dash found out that Daring Do was a real pony," Twilight said.

"A pony?" Harry asked. "Wait, what is happening here?"

"I can explain," Superman said. "See gentlemen, in some worlds, you exist as legends, stories told in the public. Many kids may have heard the tales of Harry Potter, or of Luke Skywalker. Similar in Peter’s world, many may have heard of Superman, as a legend rather than fact."

"That makes sense...come to think of it, I think I've heard of you as well," Harry said.

"That is the beauty of the multiverse, anything is possible," Superman said. "You’re either a type of myth like Greek Gods or true to life.”

"Come to think of it, there are enchanted comics in this dimension which lets you enter a seemingly fictional world," Twilight said. "That could be you men, seemingly fictional in one world, but real in another."

"Wonder if that incudes James Bond, that would be so awesome," Peter said.

“That’s possible too,” Superman said.

"Wonder how legends about me would go?" Peter said. "I can't imagine anyone being interested though.”

"I would be," Twilight said.

"Me too," Sunset agreed.

"I’d read it to my children," Superman said.

"Really? You would want to read a book about me, Superman?" Peter asked. "But...you're Superman, compared to you my adventures are pretty boring."

"I doubt that," Superman said. "Have faith in yourself, Peter. I know for a fact that many people love Spider-Man."

"Dude! Did someone say Spider-Man!?" came the voice of one of the Ninja Turtles, that being Michelangelo. The teen ran over and saw an abundant of awesome stuff. "No way! You are Spider-Man! Dude that is so awesome!"

"Whoa...you definitely feel like someone I've seen before," Peter said.

Sunset finally cracked a smile, but even then, she couldn't maintain it, still feeling guilt for everything that's happened. She then felt a hand on her shoulder, that coming from Mark.

"If it makes you feel better, I'm glad I got to fight, I so badly need the training," Mark said. "I've felt guilty for letting people die."

"Same here," Cole said, getting both their attention. "I've made some really bad mistakes. Tell you what, why don't we go and meet the rest of the warriors you brought over."

"That sounds great, I bet they all have great stories to tell," Mark said.

"Assuming they can communicate with us," Cole said, then looked over to Kat. "That girl...I have no idea what language she's speaking, but she's a badass in battle."

Kat looked over, waving at the trio, the others waving back.

"Wow she's cute, if I didn't have a girlfriend...eh, I doubt I could land a girl like that," Mark said.

"She know you're a superhero?" Cole asked. "Or is it still secret identity for you."

"Yeah, I had to tell her, at least that's what she said, she got pretty mad when she found out on her own," Mark said.

"Mad? What for?" Cole asked.

"Well, I should have been honest with her, I mean, we've been dating a couple of months, she had to know about my secret identity," Mark said. This got the attention of Peter, Twilight and Superman, even All Might looked curious.

"Uh...right, seems kind of a short time to be in a relationship to trust secrets," Cole said.

"She felt differently, plus she got mad at me because I wasn't spending enough time with her, so I have a lot to work on," Mark said.

"...Seriously?" Cole asked. Even Sunset looked put off by that.

Peter turned to Superman, "You hearing this?"

"Well I hear everything, but yeah, I definitely heard that," Superman said.

"Right, you have super hearing...is that rough?" Peter asked.

"It takes getting used to, but it does lead to Super Headaches," Superman said, laughing a bit at his own joke.

"Funny, my daughter just had a sensory overload, just like I get sometimes, I still gotta figure that out," Peter said.

"I'll help if you need me too, those can be a pain," Superman said.

Twilight herself was growing curious, and slightly worried as to what this meant for Mayday.

"So, should we say something to Mark?" Peter asked.

"Probably, what do you make of it Twilight?" Superman asked.

"I think I should put my two bits in," Twilight said.

"Let's go then," Peter said.

Even Ryu and Cloud were both curious by what they heard, Ryu being the first to speak up, "Should we say something too?"

"I am not good when it comes to girls, there's nothing I can say," Cloud said, then turned beside him to Sonic, the hedgehog still there and observing his surroundings. "How about you Sonic? You good with girls?"

"No, unlike me from another dimension," Sonic said. "Where he's dating a girl named Sally."

"Traveling the multiverse?" Cloud asked.

"You'd be amazed what I saw. Between having siblings, living with some rich kid, befriending some paranoid badger, even recently seeing a 'Donut Lord'," Sonic said. "I've seen my life in other realms, not sure if either of you have."

"I haven't, but someone I met once said he knows another version of me," Cloud said. "He should be here on the ship; I saw him during Ragnarök. His name's Sora."

"He's the dimension traveler as well, right?" Ryu asked.

"Yeah, I guess during his travels, he found his way to my world. He knew me but I didn't know him," Cloud said. "This multiverse stuff is very confusing."

"It is complicated, whenever we travel, Chun-Li and Mega Man are usually the ones to make sure we know where we're ending up, especially with Marvel," Ryu said. "We could easily end up in a version of their world where they don't even know who we are. It's not as simple as it seems."

"Any reason you guys do that?" Sonic asked. "Like what's this obsession with traveling the multiverse and fighting everyone? And why haven't you come to our world?"

"Hey we've thought about it, at least you and Mega Man got to have an adventure together," Ryu said. "As for this 'obsession' as you put it, it's just our own fascination with the multiverse, and trying to find the strongest foes and pushing our limits as warriors."

"Making life into an adventure, I totally respect that," Sonic said.

"Sonic!" Came the voice of Amy, the female hedgehog scurrying over. "There you are, you just got up and left."

"Sorry Ames, I came here to see the commotion, seems like Spider-Man had quite the mind-blowing revelation," Sonic said. "Did you need me? Or did Leanne or Zephyr need me?"

"They're being comforted by Bayonetta, amazing how friendly she is despite her attitude," Amy said.

"She's a lot more caring than she lets on," Sonic said. "Sunset Shimmer should be taking us back home soon, but she has to help all these other guys."

"Yeah, that's a lot of warriors," Amy said. "Sunset's been busy."

"She summoned them on accident, and she feels terrible about it," Ryu said.

"We all make mistakes," Amy said.

"Try telling her that," Cloud said. "Anyway, it looks like she's busy helping some kid out with love trouble."

"Love!?" Amy said. "Oh, my specialty! Which kid?"

"The guy with the yellow and blue spandex design," Cloud said.

"I am on my way then!" Amy said, rushing over to help out however she can.

"So is she your girlfriend?" Cloud asked.

"Uh..." Sonic awkwardly turned away, sheepishly rubbing her head. "Well, she's a good friend of mine at least. Like I said, girls are not my strong point."

"Probably shouldn't have asked, I hated when people did that with me and Tifa, and again with Aerith," Cloud brushed it off. "That's fine, sorry for prying."

"You're good dude," Sonic said, looking back toward his friends. Seeing the sadness in their eyes really tugged at his heart. The only thing worse than seeing his friends sad is not knowing how to make them smile again.

"Is something bothering you?" Ryu asked. "You look troubled."

"I'm fine, don't worry about me," Sonic said.

Ryu sensed Sonic was hiding something, but respected his privacy, "Well, if you're ever not fine, don't be shy to let anyone know. True strength is admitting when you're feeling weak."

"You sound like such a sensei, but I've always found that cool about you, Ryu," Sonic said.

"Ironic, I tell him what I should be doing myself, even I can barely handle this heartache," Ryu clenched his chest. "I have to be strong though, for her sake."


Outside Tony had just finished explaining the situation to Thor, Strange and Goku. "So that's what happened, my laws just did not work out well and that led to this fight."

"I admit I could have done better than create this conflict but I felt I had to do something," Steve said.

"I should have done more as a leader too, but I admit I failed terribly on my end," Celestia said.

"That's an understatement, truth be told I am very disappointed to know you were all this foolish," Thor said. "Arresting heroes for trying to help, blaming heroes for a job poorly done, gathering armies to start a fight. You're lucky no one was killed!"

"No one was killed, right?" Goku asked.

"There were no casualties," Steve said. "My goal was to eliminate the accords, not my friends."

"Well, thankfully you're all fine," Thor said. "Good to still have friends to come back to."

"Of course, and we'll help you with your troubles however we can," Steve said.

"You have our word," Celestia added.

"I thank you," Thor replied. "I will rebuild Asgard, but it looks like you may need to rebuild yourselves, so let us help each other out."

"My nephew Prince Blueblood has already come up with plans, we just need to all be in on this," Celestia said.

"Of course," Tony said. "So Celestia, you, me, Steve, Luna, Spitfire Blueblood and Thor can work out a new updated compromise for The Accords."

"Starswirl should assist as well," Celestia said. "So should Cadance, Twilight and Peter."

"Hey Strange, want to be part of this since you're kind of a guardian yourself?" Tony asked.

"I am not concerned about your laws, so long as you do not endanger the multiverse," Strange said. "I got enough of that from Sunset Shimmer."

"Come on Strange, you're being too hard on her," Goku said. "She didn't mean to make things bad."

"I'm aware that she didn't mean to, but it doesn't change what could have happened," Strange said.

"Good luck explaining that to her now," came Batman's voice as he trotted over. "Any mention will get you on the bad side of a lot of people. Understandably so, to their point, she is rather remorseful, it might be best to approach this with care to ensure she does not repeat her mistake."

"Hey Batman, are you good with hero laws?" Tony asked.

"Hero laws?" Batman asked.

"We're trying to create some order with heroics so we don't end up fighting each other again, any ideas?" Strange asked.

"Sorry, can't help you," Batman said. "Honestly, trying to impose too much order on heroics is detrimental, since many heroes technically act outside the law. They need their freedom, if I left it to my system back home, things would be so much worse."

"Noted," Tony said. "Alright, we'll brainstorm later, right now we should make sure everyone else is alright."

"What do we do about Carol?" Steve asked.

"You leave her to me, after the crap she pulled, she is not getting away with just a warning," Tony said. "When I'm done with her, she won't step foot on this planet or ours ever again."

"Any ETA on our return home?" Batman asked.

"I'll get on that, go round everyone up," Strange said.

"On it," Batman returned to the ship to get everything set.

"I gotta go talk to Clea once she finishes filling Wong in on what happened," Strange said, going ot the ship. "First thing's first, gotta maintain order."


Meanwhile Mayday is still a bit traumatized from the sensory overload she had earlier, Luna taking short strolls with her on her back to calm her.

"How are you feeling, my dear?" Luna asked.

"A little better," Mayday said.

"I'm sorry you nearly got hurt, because of us," Luna said. "I'm so glad you're safe."

"Why was everyone fighting anyway? You're all supposed to be friends," Mayday said.

"I know dear...you're right too," Luna said.

"Mayday?" Came Apple Bloom's voice, the mare walking over with Rumble, Scootaloo and Sweetie Belle.

"Hi Apple Bloom, sorry I left the house," Mayday said.

"I'm not happy you did that, but I'm relieved yer not hurt," Apple Bloom said. "What were you thinking anyway?"

"I wanted to check on my daddy, I got worried about him," Mayday said.

"Being worried about yer daddy is understandable and all, honey pie, but yer still a little girl, this was no place for you," Apple Bloom said.

"You're one brave kid though, I respect that," Rumble said.

"I wasn't that brave, I got scared when I thought I was gonna get hurt," Mayday said.

"Who doesn't get scared when they're facing danger?" Scootaloo asked. "I got scared when that Annihilus guy nearly killed me."

"Personally, I've seen the dreams of many ponies, even some of the heroes, fear exists, and you are young, do not be ashamed," Luna said.

"Alright Auntie Luna," Mayday said, then turned to her foalsitter. "Apple Bloom, you'll still be my foalsitter when mommy and daddy need one, right? I don't want to be left with those kids from the School of Friendship, they're weird."

"They're not so bad," Sweetie Belle said. "I actually really like Smolder and Ocellus."

"Silverstream is nice too," Rumble said. "Have any of them been mean to you though? I know that one guy Gallus can be a bit...impolite."

"I don't like anyone at the school, they're crazy!" Mayday said. "It started with that brat Cozy Glow, then a bunch of them started to surround me, trying to teach me about Friendship like a bunch of drones! There were like dozens of students surrounding me, thankfully Flurry managed to create a diversion so we can get away."

"They seriously did that?" Rumble asked. "Wow, and I thought Cutie Mark obsession was bad."

"Rumble..." Apple Bloom groaned.

"It's valid! I mean how often did Diamond Tiara tease you about it?" Rumble asked. "Even some of the Earth heroes find it strange. I still say Starlight did nothing wrong in her village."

"That's a bold claim Rumble," Luna said. "Still, I do agree that it is strange so many students would surround Mayday like that."

"They said I need friends because I'm a loner, they don't care that I like being alone," Mayday said. "I mean, don't get me wrong, I love being around Frankie and all of you. But I don't mind being by myself either, is that really a bad thing?"

"Uh...well, ah can't say," Apple Bloom said. "Personally ah hate being without mah friends or family, fer a long period of time that is."

"Same, I like the attention I get when I do something cool," Rumble said.

"So do I," Scootaloo said.

"I like company, but I can understand wanting to do your own thing," Sweetie Belle said.

"What about you Auntie Luna?" Mayday asked.

“I don't mind company, granted I am not great at expressing my emotions, even now I tend to be a bit of a loner," Luna said. "I don't mind really, sometimes solitude can be great. As long as I'm not stuck on the moon for one thousand years."

"That's a really long time," Mayday said. She then noticed Smolder, Silverstream and Ocellus making their way over, the filly immediately ducking behind Luna's mane.

"Everyone seems to be alright now," Ocellus said.

"Yeah, tensions cooled down," Silverstream said. "But wow that was quite a battle, even my dad was there, glad I didn't have to fight him, that would have been so awkward."

"Yeah, I bet," Smolder said, then took note of the night princess. "Oh, Princess Luna."

"Greetings, to all of you," Luna said.

"So, there's no more conflict after this right? Everyone's going to be friends again?" Silverstream asked.

"We'll do our best, but we may need to rebuild trust," Luna said. "Especially with those we've pushed away."

"Like the dragons?" Smolder asked.

"Yes...like them," Luna said. "I'll nullify the banishment, do not worry. I do apologize for that, I really just needed to maintain order."

"It's fine, I mean most dragons don't care to be in Equestria anyway, aside from Spike," Smolder said.

"I just hope this whole thing hasn't spooked The Changelings," Ocellus said.

"We have not had contact with Thorax at all, despite Tony's efforts to reach out to him," Luna said.

"Well what matters is that this whole thing is done, and we don't need to worry about upsetting neighboring countries," Apple Bloom said.

"I hope not, I'd be pretty sad if I couldn't see Smolder or Ocellus again," Sweetie Belle said.

"Aw, that's so nice of you," Ocellus said. "Isn't that nice Smolder."

"Yeah...sure..." Smolder reluctantly admitted. "Sweetie Belle's alright I guess."

"Sweetie Belle's a great friend to have, you two should consider yourselves lucky," Rumble said. "Times like these, you need good friends to rely on...unlike a certain traitor."

"Traitor?" Apple Bloom asked.

"Wind Sprint, after all I did for her, she turned against me," Rumble said, still feeling bitter. "Some friend she turned out to be."

"Go easy on her Rumble, she was just following orders," Silverstream said. "Not everyone had the courage to turn away from Tony Stark or Spitfire."

"It is very difficult Rumble, I do hope you forgive what she's done," Luna said. "I would hate it if this pointless battle ruined any friendships."

"Still, how did Silverstream end up more loyal to me despite how mean I've been?" Rumble asked. "It's just so ironic, isn't it?"

"I mean, you were pretty nice to us until you got jealous for some reason," Silverstream said. "All I did was remind you that we could be friends instead of enemies."

"Friendship can be so weird sometimes," Rumble said.

"That's what I'm saying!" Mayday said, finally speaking up before clamming back up.

"Oh Mayday, almost didn't notice you there," Ocellus said. "How are you feeling?"

"...Fine..." Mayday said.

"She's still a little shaken up," Rumble said. "Between what happened just now and some altercation she had with School of Friendship students, it's just been an off day for her."

"What happened?" Ocellus asked.

"Some kids were trying to force their Friendship logic on me," Mayday said. "They made it seem like I was weird for not having a lot of friends."

"Oh, we're sorry to hear," Ocellus said. "That must have been uncomfortable."

"It was...I just have a hard time making friends, and daddy says it's okay because everyone's different, and that having at least one friend to care about is enough," Mayday said. "They all talked so much, it gave me a big headache, not as bad as the one now but close to it."

"What can you three tell us about that school's atmosphere?" Rumble asked.

"Well, it's pretty friendly, and the students usually seem nice," Ocellus said.

"Sometimes, honestly some are a little stuck up, those are the type that need the school the most," Smolder said.

"But honestly, I can't comment on the other students much, I don't really talk to anyone aside from my friends," Ocellus said. "Honestly, I kind of understand what Mayday is going through."

"You do!?" Mayday asked. "But, you're in my mom's Friendship School, aren't you there to make like, a million friends!?"

"Well, Thorax would have liked that, but honestly, I'm no good at talking to others," Ocellus said. "Like you Mayday, I'm actually really shy. I use my powers to blend in with the background so I don't stand out too much. It's actually really great that your parents don't make you attend that school."

"Do you not like it?" Sweetie Belle asked.

"I mean, it's a nice school, and I did make my friends there, but it was really hard for me," Ocellus said. "I didn't go there by choice."

"Same, Ember dragged me to that school because she needed some type of ambassador for the dragons," Smolder said. "I don't even like others that much."

"Huh, that's curious," Luna said. "Guess that plan of Twilight's needed some work, that or the leaders did not think things through very well."

"Personally I was more than happy to go," Silverstream said.

"You would be Silver, I mean you're way more outgoing," Rumble said. "Sounds like Smolder and Ocellus may have had a rough entry. I mean, at least it worked out for you girls."

"Honestly it was lucky, I mean, the fact that I haven't made more friends makes me wonder if I really do understand the school," Ocellus said. "I mean, I just befriended my fellow ambassadors, along with Sandbar and Cozy Glow."

"Hey, you made friends that accept you how you are, in the end that's the important part," Rumble said. "Mayday just needs others to accept that she's really shy. I think that's why she's had issues with you and your friends, I mean, do you respect how she is?"

The three stood there a moment, trying to come up with the best possible answer, but they had to admit, this question did seem a bit tricky.

"I'd like to think we did, but I guess only Mayday knows," Ocellus said. "How do you feel about us Mayday?"

"...I thought you were all too pushy and judgmental about me not having friends, and that mean Griffon yelled at me over it," Mayday said. "Then my mom sent me to my room because I got angry at him."

"Oh, well..." Ocellus glanced to her friends, both unsure what to say. "Well, I'm sorry for making you feel that way Mayday, I don't mean to upset you.

"Same here," Silverstream said. "We really thought we were helping."

"The best way you girls can help is to not try so hard," Rumble said. "Ocellus, you seem to understand Mayday's feelings better given your similar shy natures, maybe you can help your friends figure this out."

"That sounds like a good idea," Ocellus said. "We really do want to co-exist with Mayday."

"Mayday, will you give them a chance?" Apple Bloom asked.

"We're not asking to be friends with you if you don't want, but I do want you to be comfortable around us," Ocellus said. "Because I know how it feels to be shy around others, and I don't want to do anything that makes you feel uncomfortable."

"Well...alright," Mayday said. "I'll try giving you a chance, but I still rather stick with Rumble and The Crusaders."

"Don't worry, we won't take their place as your foalsitters," Ocellus said. "It seems like you have something special with Rumble and the girls."

"Yeah, you've known them for years," Silverstream said.

"Ironically it wasn't until recently that I feel like we've gotten closer," Apple Bloom said. "I'm happy, Peter means so much to me, and ah want to do fer Mayday what he did fer me. Be a good role model and someone who's always there when you need'em."

"That's really kind of you," Ocellus said.

"Truth be told, ah also need a bit of practice since I'm gonna be a mama in about a year, who better to act like a parent to than a girl ah love a whole bunch?" Apple Bloom said.

Mayday blushed a little at the compliment, "I'm flattered you'd say that about me."

"Well it's true, ah really love you Mayday, and ah want us to be closer," Apple Bloom said.

"Me too..." Mayday said, flying off Luna's back and resting on Apple Bloom's back. "And I promise not to make you worry about me again."

"It's funny, ah use to do the same thing to mah own sister, running off like you did and worrying her like crazy," Apple Bloom said. "Guess ah should apply my own mistakes to looking after you, when possible at least. Ah mean, you have so many foalsitter options."

"You don't have to just foalsit, you can just visit me," Mayday said. "You promise to see me more?"

"Sure, and you can come to mah house fer sleepovers," Apple Bloom said. "But only at yer own pace."

"Alright, thanks Apple Bloom," Mayday said, gently hugging the girl from behind.

"That's so adorable..." Silverstream gushed.

"Took a few years, but I think she finally likes us Crusaders," Scootaloo said. "Plus being regular foalsitters doesn't sound too bad."

"Assuming she wants all of us," Sweetie Belle said. "Apple Bloom did do more work, I wasn't even around."

"You girls aren't bad either, and I'm over the whole 'Rumble is mine' phase," Mayday said. "Apple Bloom, you're really cool, so I'm happy you're Rumble's girlfriend."

"Oh good, because ah really love Rumble," Apple Bloom said.

"And I really love you, Apple Bloom," Rumble said trotting over to kiss his girlfriend on the cheek. "At least with me quitting, I'll have more time for you."

"What about your goal of being a superhero?" Apple Bloom asked.

"It'll come, I'm not giving up on that," Rumble said. "But, it does look like I have a lot of work ahead of me still. But if it means keeping you, Mayday, our baby and all our friends safe, I'll do it."

"I'll be right by your side," Silverstream said. "We're still partners after all."

"Yeah, we are," Rumble said. "It doesn't just have to be us, we can start our own little group. We'll make our own Avengers. You, me, and anyone who wants to follow us into a brighter future."

"You make it sound fun," Scootaloo said. "I might take you up on that. Laura does offer us martial arts lessons, Dinky's been making full use of it."

"Right, Laura can be our ally," Rumble said. "Hopefully we'll have more to keep this world safe, and if we get strong enough, well maybe Peter can retire and finally enjoy the good life he's earned."

"What you are suggesting is quite grand Rumble," Luna said. "I hope you know what you are getting into."

"It won't be a problem, would it Princess Luna?" Rumble asked.

"I don't think so, but let us wait until the Accords are properly fixed," Luna said.

"I'll run this by Peter too, I bet he'd be happy to hear it," Rumble said.

"Oh, by the way Rumble, my daddy's a bit ticked off at you for the Ursa Minor incident," Mayday said, Rumble's eyes widening in worry. "Just a fair warning."

"Aw...dammit," Rumble lamented.

"Oh, there you are," came the voice of Matt, the stallion joined by Sugar Belle and Bucky.

"Huh? Oh, Daredevil, what brings you here?" Rumble asked.

"Shining Armor and Cadance are looking for Mayday," Matt said. "They want to make sure she's alright."

"I'm fine mister," Mayday said. "My headache's gone."

"That's good, I know how bad that can get, what happened to you has happened to me, and to your dad," Matt said. "We have sensitive hearing, it happens so know that you're not alone."

"You are my daddy are friends, right mister?" Mayday asked.

"Yes, your father is my best friend," Matt said. "Honestly, I'm happy I get to talk to his daughter. You seem like a really nice girl, your father raised you well."

"Uh, thanks I guess," Mayday said. "Uh, so I guess I should go see Uncle Shining and Auntie Cadance."

"And your cousin along with Franklin Richards, they're both worried about you," Daredevil said.

"Isn't she cute?" Sugar Belle whispered to Bucky. "Wish I had a foal."

"That's nice, personally I don't think I can pull off being a father," Bucky said.

"Aw, well I think you can," Sugar Belle said.

"That's nice of you to say, but you barely know me," Bucky said.

"...Well, I'd like to get to know you more," Sugar Belle said. "If you'd like to that is. We could have lunch together."

"If you want, sure," Bucky said.

Sugar Belle held her excitement as she trotted off, "I'll go make plans!"

"Uh, sure...?" Bucky said, then noticed Luna smugly smiling at him. "What?"

"You have a date," Luna said.

"...I have a what!?" Bucky asked in disbelief.

Meanwhile Sugar Belle is happily trotting away, "Finally, a chance to get to know Bucky a little better. I should tell Night Glider and...oh, right." In this aftermath, Sugar Belle isn't even sure if she and Night Glider would still be friends. "I guess...I should just get ready."


Back in Ponyville; Trixie, Autumn, Sandbar and Gallus glanced out the window, keeping an eye out for what's ahead.

"Alright, so what's the plan?" Sandbar asked.

"It's simple..." Trixie began. "We go out, and see if there's a way to stop this."

"...That's a terrible plan," Sandbar said.

"Hey I'm not a fighter, but if we don't do something, the town's doomed," Trixie said.

"I think our best bet would be to go and find some help," Autumn Blaze said. "I mean, are we even allowed to fight enemies? That is against the rules of The Accords."

"Forget those silly rules! This is about survival!" Trixie said.

"Let's try to think this out though," Autumn said. "We could be heavily outnumbered, there's no telling who got corrupt, we need to take a quieter approach."

"Well, do you have a plan?" Trixie asked.

"Sort of, one of us should try to catch a train to Canterlot, since we know what's where all the heroes went," Autumn said.

"Yeah, to have their silly fight," Trixie reminded.

"Even so, if Peter knew about this, he would come back in an instant," Autumn insisted. "Or at least he'd send someone back."

"I suppose it's worth a try," Trixie said, before gesturing to the two kids. "But, we do have a slight problem."

"Oh right. Well, Gallus can watch over them!" Autumn suggested.

"Me!?" Gallus asked.

"You can watch over the kids while the rest of us go to find help," Autumn said.

"No way, I don't want to foalsit some kids!" Gallus said.

"Someone has to, unless Sandbar wants to do it," Autumn said.

"I would but, I'm too worried about Cozy Glow to stay here," Sandbar said.

"What about your parents and your sister?" Gallus asked. "Shouldn't you be more worried about them?"

"They're out of town, mom said she and dad was taking my sister to Manehattan to go to an art museum," Sandbar said. "I didn't go since I had work to do here, plus that's more Coral's thing than my own."

"Well what about Yona? Why are you more worried about Cozy Glow than Yona?" Gallus asked.

"I'm worried about everyone bro, but Cozy Glow's a kid, I gotta look after her," Sandbar said.

"And here I thought you found her annoying," Gallus said.

"She is, a little, but she's my friend, our friend," Sandbar said. "I gotta make sure she's safe. You can stay here with the little tykes."

"At least you'd be safe here," Trixie said. "Or do you want to risk fighting."

"...Are they at least well behaved?" Gallus asked.

"Uh, sure," Trixie said. "Hope's pretty independent, and Benjy...well not so much since he's only a few weeks old, but Hope can help you out, she loves watching over her cousin."

"Fine, just hurry back, I am not good with kids," Gallus said.

"We won't be long," Trixie said, leaving with her group. "Stay safe."

"Sure thing," Gallus said. Once everyone left, he immediately went to sit on a couch while grabbing a book. "Alright, I'm going to read a book, you two are going to not annoy me, got it?"

"I won't Mr. Gallus, but Benjy doesn't listen well," Hope said, gesturing to the boy running off. "There he goes."

"Dang it," Gallus placed his book down and pursued Benjy. "Hey kid, get back here!" Suddenly Benjy went through the floor, confusing the bird guy. "Uh, what just happened?"

"He does that sometimes, Auntie Twilight says it's normal for unicorn babies," Hope said. "The same thing happened to me."

"Well where is he!?" Gallus asked, taking a look around. "Hey! Kid! Where are you!"

"His name, Benjy," Hope corrected.

"Benjy! Benjy I command you to return!" He then heard laughing back in the lab. "Oh good, he's on the other side of this wall, time to go back into the lab." He tried to open the door, but he couldn't. "Uh, what's happening?"

"Door lock," Hope said.

"Locked? How?" Gallus asked. "We were just inside...wait, does it lock all the time?"

"Auntie Trixie know how to open it," Hope said.

"...Oh boy..." Gallus immediately rushed to the door, opening it to call out. "TRIXIE!"


Meanwhile Trixie and Autumn were both sneaking through the town the best they could, sticking to walls, bushes and garbage cans. Clearly many of the ponies were either under Martin's spell, or currently enslaved by the newly formed Demon Gang. The two were nearly spotted and quickly jumped into a nearby barrel.

"We gotta get to the train station, but it's still a ways from here," Trixie said as she struggled to get comfortable in the barrel.

"And there's a lot of ponies around, it's going to be hard to get through," Autumn said. "Wait, Starlight's been teaching you more about magic right? Can you teleport us to the train station? Or maybe even Canterlot, that'd be so much faster."

"I can teleport things, but I'm not great at teleporting myself, I haven't really practiced it much," Trixie said.

"Well can you teleport me so I can get Peter?" Autumn asked.

"Too risky, you might be in danger," Trixie said.

"But, we're in danger now," Autumn said.

"I know but..." Trixie still did not want to take a chance. "We'll save that for a last resort. But don't rely on my magic too much, I specialize mostly in illusions."

"Oh...illusions huh?" Autumn said, the mare having a sneaky idea.

As the Demons looked around for any other stragglers, they immediately spotted Trixie and Autumn nearby, the two running through, sticking their tongues out.

"Bet you can't catch us!" Trixie taunted.

"Eat our dust!" Autumn said, the two running off.

"After them!" the demons said as they chased after the two.

From the distance, the real Trixie was seen using her magic, the same that created those fakes. "All too easy."

"Wow, you're so awesome Trixie!" Autumn said, hugging the mare.

"Yeah, I know," Trixie boasted. "But, this was your idea, so we did it together."

"Teamwork," Autumn said. "Now come on, we still need to reach the station."

"Right..." Trixie said, though before leaving, she looked back at the school. "You think Sandbar will be alright?"

"He seems capable, determined too," Autumn said. "He should be fine."


Meanwhile, Sandbar, who had broken off from Trixie and Autumn the first chance he got, was making his way through the school, keeping a close eye out for any sign of danger. So far, no Demon Gangsters, though he did spot a few students.

Fortunately he knew his way around the school pretty well, and knew just where to hide if any of them got suspicious of his presence.

"Hopefully none of the teachers got mind controlled," Sandbar snuck through, avoiding gazes from the students, hiding the moment someone got suspicious.

Once he was in the clear, he dashed through the halls, making his way toward the counselor’s office, knowing that this is where Starlight worked. He hoped to see if she was alright, though risky because if she was mind controlled, he wouldn't stand a chance against her.

He peeked inside, spotting no one around, and quicky went in to take a breather. Sneaking around was exhausting.

"Man, the superheroes picked a really find time to fight with each other," Sandbar said. "Or I guess the villains just picked a good time to come to town. Kind of weird though, it's like the villain knew when the heroes weren't around. Was he waiting that long or something?"

"Probably," Came a voice, one that startled Sandbar. He turned around to spot a familiar face peeking through the wall. "Professor Pryde?"

"Just 'Kitty' is fine," the X-Men member said as she stepped through the wall. "And you're Sandbar, one of Princess Twilight's favorites."

"Favorites? That's flattering," Sandbar said. "Do you know what's happening?"

"Yeah, it sounds like Mr. Negative has come to Ponyville," Kitty said.

"Mr. Who?" Sandbar asked.

"One of Spider-Man's enemies," Kitty said. "His name's Martin Li, he has the power to basically turn you into the opposite of how you are, simply speaking that is."

"So, he Discords you?" Sandbar asked.

"Discord? Like that creature I've heard about?" Kitty asked.

"Yeah, he did something to turn Professor Sparkle and her friends into the opposite of what they were," Sandbar said. "Like, he made Professor Fluttershy mean and made Professor Applejack tell lies."

"Oh, right, I've heard of that," Kitty said. "I teach mostly human and mutant culture, but I'm still learning about some Equestrian stuff. I know who Discord is, I just wasn't sure what he did, but it's good to have the knowledge."

"Well at least you're not being mind controlled," Sandbar said. "Is there anyone else that isn't?"

"Some students are, but they're prisoners, so I'm trying to free them," Kitty said. "Unfortunately he got to Hisako and Jubilee."

"Dang, I was hoping Juby can help," Sandbar said. "Hey, have you seen my friend Yona?"

"Uh...which one is that?" Kitty asked.

"The Yak," Sandbar said.

"Oh right," Kitty said. "I saw her earlier but I don't know if she's been caught or mind controlled yet."

"What about Cozy Glow?" Sandbar asked. "Do you know if she's safe?"

"I can't say, last I saw I think Starlight went to check on her as well," Kitty said. "I haven't seen Starlight in a while, I hope she's alright."

"Do you know where she went?" Sandbar asked.

"Toward the Headmare's Office," Kitty said. "Now maybe you should-"

"I'm going to find her then," Sandbar said, immediately making his leave, to Kitty's surprise.

"H-hey! Don't just go! It could be dangerous!" Kitty warned.

"Don't care, Cozy might be in trouble, I gotta go find her," Sandbar said as he stepped out the door. "One way you can help is to go to the Parker-Sparkle home and make sure my friend Gallus is alright, he's watching over some kids!"

Sandbar had made his exit, Kitty scratching her head in confusion, "He must be good friends with that girl. Still, not sure if I should just let him go. Ugh, this really should not be up to me, but I gotta do what I can to help."

As Kitty went to do what she needed to do, Sandbar had made his way toward the Head Mare office, hoping to find any sign of Cozy Glow.

"I hope she's around here," Sandbar said. "Cozy Glow!? Starlight!?"

He checked across the room, looking out the window to see if he spotted them, and even looked behind every possible angle, even the desk just in case Cozy Glow may have been hiding.

"If not here, then where?" Sandbar wondered.

"The room's up here!" He heard Cozy Glow say.

"Excellent," came another voice, one unfamiliar to Sandbar. Knowing they were about to enter, he hid under the desk, just in case Cozy Glow was being controlled.

The filly had entered the room alongside Martin and a mind-controlled Starlight, playing tour guide for her new guest. "Here it is, Headmare Twilight's office. Or at least, former Headmare. With the Starlight under control, the school in our grasp and Twilight being away, there's nothing stopping me from taking over."

Sandbar's eyes widened in surprise upon hearing that, not just the plan, but who said it. "Did she...no, it can't be! She wouldn't..."

"Why do you want this school again?" Martin asked.

"Easy, this school is the key to making friends," Cozy Glow said. "Making friends means power, it worked for Twilight Sparkle, and it can work for me. In time, I will become the new Princess of Friendship, and all that power will be mine to wield!"

"Such strange logic, making friends means power?" Martin said.

"It's a philosophy of this world. Friendship is Magic," Cozy Glow said. "It isn't some cheesy metaphor either, it's literal magic!"

"This can't be happening...is it that guy? What's he doing to her!?" Sandbar angrily gritted his teeth. "I know this isn't real! This is not the real Cozy Glow!"

"Your world has such strange customs," Martin said.

"Hey, I didn't make the rules, I just know how to play the game," Cozy Glow said. "Twilight became an Alicorn Princess with just five friends, and a boyfriend. I already have a group of friends, sort of. I only like two of them, the rest are dumb and annoying, but once I'm Headmare and Princess of Friendship, I can just get rid of them and have new friends in their place. I'll have plenty to pick from, with your help at least. Just make sure you keep all these ponies in line, and find everyone. Meanwhile, I still need to find Sandbar, figure out a way to get him to join my side."

"Your side?" Came Sandbar's voice, the stallion popping out from behind the desk, startling Cozy Glow and alarming Martin.

"S-sandy? Well this is a nice surprise," Cozy Glow nervously said.

"Cozy, what's going on!?" Sandbar said, trotting over to the filly. "Why are you with this strange stallion?"

"Uh...he's, I mean..." Cozy couldn't figure out what to say at this point. "Come on Cozy, think, do something! Work the charm! Remember your cuteness is a weapon, use it!"

"Cozy!" Sandbar shouted, losing his patience a bit. "Please tell me what's happening. Why were you saying this stuff? What's this about you taking over?"

"Well, I'm embracing the Magic of Friendship," Cozy Glow said. "See the more friends I have, the better things in Equestria will be, because if I'm Princess, then I will make everypony my friend, thus continuing the spread of magic! And the best part is that you can be right by my side, as my Prince!"

Sandbar raised his eyebrow, then glare at Martin, "You! I bet you did this to her!" Sandbar trotted over, grabbing Martin by the shirt. "You have about five seconds to release your-"

Martin then hit an uppercut to Sandbar, knocking him several feet back, much to the dismay of Cozy Glow. "MARTIN! That wasn't the deal! I told you to NEVER hurt my dear Sandy!"

"Well, he did find out about your plan, we have no choice but to take him under my control," Martin said.

"No, just, let me," Cozy Glow said. "I don't mind a bunch of mind-controlled allies, but I want at least one pony to love me without being forced."

"Have it your way, but if he continues to be a burden, I will have to deal with him..." Martin brought out his Naginata. "Permanently."

"Watch it, I'll tell Discord and he'll send you back to Earth!" Cozy Glow warned.

"Discord!?" Sandbar asked, rubbing his chin as Cozy Glow's eyes widened.

"Oops, said to much," Cozy Glow turned to Sandbar with a fake smile. "You just ignore that last part my sweet Sandy."

"Cozy, please tell me this is some type of elaborate mind control scheme," Sandbar said, a hint of desperation in his voice. "Tell me that this villain is just warping your mind, just like the others!" Sandbar gestured to the only other mare in the room. "Just like Starlight!"

Starlight glanced at the young stallion, feeling a hint of familiarity, "S-Sand-"

"Silence!" Martin increased his hold on Starlight, amazed by this mare's willpower. Once he felt he had it under control again, he turned back to Sandbar. "My boy, I'm afraid nothing hurts more than the truth, doesn't it?"

"This isn't true! You're controlling Cozy Glow!" Sandbar shouted. "Free her! Now! I'm not letting you take her from me!"

"You're quick to jump to conclusions, aren't you?" Martin said. "Of course, I'd thought you'd be more cautious after what happened in Manehattan, guess Suri was right, you are a bit rambunctious."

"Suri...?" Sandbar's eyes widened. "Wait, you're that Lee guy! That means those guys in Manehattan, they were your henchponies!"

"Finally catching on," Martin said. "Shame it has to come to this however."

"Dude, free Cozy Glow from your spell, right now!" Sandbar demanded.

"Sandy...he's not controlling me," Cozy Glow said. While she knew that going along with his suspicions would be beneficial, she couldn't bring herself to lie to her crush. "This is the real me, it always has been."

"Cozy, you're not making sense," Sandbar said, his voice losing all sense of hope. "You're not evil, you're my friend! This isn't you!" The stallion trotted closer, some tears forming in his eyes. "Tell me this isn't true Cozy! You wouldn't betray us!"

"I'm not betraying you; I still want you in my life," Cozy Glow said. "I love you, and I want you to be all mine. Join me Sandy, we'll rule Equestria as the Prince and Princess of Friendship. Doesn't that sound nice? All that power? All those ponies bowing to you? Being treated like a God!?"

"I don't want any of that! I just want my friend back!" Sandbar angrily shouted, tears fully streaming down his face. "You're my friend, Cozy Glow! You're not evil!" Sandbar trotted to Cozy Glow, standing over the filly. "You are NOT evil!"

"Sandy...I know this is going to take some getting used to," Cozy Glow flew up, gently stroking his cheek. "But don't worry, you can have all the time you need to adjust. Martin will keep you somewhere safe until this sinks in, alright?"

Sandbar took a step back, still glaring at the two, his heart breaking. Even if he didn't feel romantic attraction to Cozy Glow, he still loved her as his friend. This filly whom he has known for about a year now. All the time they spent together, from study sessions to just cuddling. She was a girl who needed a family, one he tried to be for her. He couldn't accept that it was all a lie.

"Sandy?" Cozy said.

"I can't believe you," Sandbar said, glaring once again at Cozy Glow. "I can't believe you did this! Don't the others mean anything!? What about the others!? How's Ocellus going to feel about this!?"

"Hey, aside from Ocellus, did any of those others really care about me? I was just the annoying kid to them!" Cozy Glow said. "Especially Gallus, all he did was bully me or make me feel like I didn't belong! I was just a burden to him! Well that's fine, because I never liked him either! I dislike all your other friends, but I hate Gallus the most! He's lucky all he got away with during that Buck Ball game was a minor stomach virus, I could have made that drink so much worse for him."

"Wait, you're the one who gave him stomach poisoning!?" Sandbar asked.

"He made a big deal out of nothing, I just gave him what he wanted in a way," Cozy Glow said.

"You did something that petty just because of a few mean names!?" Sandbar asked. "What did you call those two villains over as well!?"

"That was beyond my hooves, I had no idea they were going to attack, plus one of them tried to hurt me because he was too dumb to know who I was," Cozy Glow said. "But that's fine because you saved me that day. You risked your life because you care about me."

"Of course, I care about you, or at least I did," Sandbar said. "I thought you were my friend, now I know I risked my life to save someone so cruel!"

Cozy's heart tugged a little, "Cruel? Sandy, that kind of hurts my feelings."

"Well how do you think I feel right now!?" Sandbar shouted, his sadness turning into anger. "I am so disappointed in you! I...I can't even call you my friend anymore, not after all this."

"S-sandy..." Cozy's eyes watered a bit, but the girl fought back the tears with anger of her own. "How could you say that!? I love you! I'm trying to give you an opportunity to join me here!"

"I'm not joining you, I'd never join a villain," Sandbar said.

"Are you KIDDING ME!?" Cozy Glow shouted, getting in Sandbar's face. "You don't seem to understand something, Sandy. When I say I love you, then you love me back! You're my boyfriend Sandbar! I am NOT letting you get away from me! You and I will be together forever!" She flew in closer, Sandbar trying to back away as the filly gave a hardened glare that started to freak him out. "I don't want to mind control you, I want you to love me back, but if I have to make Martin control you, then I will!"

"Finally coming to understand," Martin said. "Perhaps we should hurry and-"

Suddenly the leader of the Demons took a blast from Starlight, who then zapped Cozy Glow. "Finally, took me a while to break out of that."

"Starlight?" Sandbar asked.

"Hey Sandbar, sorry if I worried you, Martin's powers are strong but I'm no stranger to control and manipulation," Starlight said.

Martin angrily stood up, glaring at Starlight, "That's it, for that, you will perish!"

"Run!" Starlight shouted, ready to fight again as she clashed with Martin Li. "I'll hold him off, try to rescue anyone you can!"

Sandbar reluctantly ran off, but not without Cozy Glow noticing, "Sandy! You're not getting away from me!" She flew after him, calling on the Demons and controlled ponies. "Stop that stallion!"

"Oh boy," Sandbar had to move fast to avoid capture while Cozy Glow pursued him.

In time, more of the demons showed up, trying to intercept Sandbar. He had to make his leave, and fast. He briefly looked back at the furious Cozy Glow, to think this girl was someone he called a friend. Part of him was still in disbelief, but he had to accept that she's not that little girl.


Back at the Parker-Sparkle home, Gallus desperately banged on the door, "Come on kid! Open up!"

"I don't think he knows how to," Hope said.

"You're not helping!" Gallus shouted. "Alright, I just have to think carefully and-"

"Hey, I think there's someone in here!" a voice said, one that belonged to Lyra. "Let's barge in and take him to Mr. Li."

"Oh no..." Gallus said, his hope dwindling. "Someone get us out of here!"

"Need help?" Came Kitty's voice as she peeked her head through the wall, freaking Gallus out.

"Professor Pryde!?" Gallus said as she completely phased through.

"Hey Gallus, what's the trouble?" Kitty asked.

"Spider-Man's son is stuck in the lab, you gotta get him out before-" Suddenly the sound of crashing came out of the home. Kitty stuck her head downstairs, seeing a big hole in the wall. "Oh boy..."

"What?" Gallus asked.

Benjy had accidentally touched a button on Peter's car, sending out missiles that destroyed part of the home, and giving an opening to the demons. "Surprised Peter has missiles in his car."

"What's a car?" Gallus asked.

"I'll save him!" Kitty went down to help Benjy but found herself surrounded the moment she got inside. "Crap..."

"Hey! Open up so I can-" Gallus's pleas were interrupted when demons burst through the front door. "Oh no!"


Back at the ship, Mark was getting explanations regarding the situation with his girlfriend and trying to get him to understand things.

"Mark, understand that you did nothing wrong," Amy said. "That girlfriend of yours should be understanding. She should know why you kept it a secret, it might bother her but if she's still getting to know you, it's better to wait on certain things. True love is about making hard but right choices, and you made the right call not telling her yet."

"Also it sounds like she gives you shit over dumb stuff," Cole said. "Like, complaining about running away when she knows you're just changing into your hero gear?"

"Not many can handle that secret too," Twilight said. "When Peter told us about his secret, he seemed reluctant at first but we all understood why. She should have understood your troubles."

"I know it's tempting to tell someone, sometimes I wish I told some friends of mine my secret," Peter said. "I told Twilight shortly before we were dating but that was beyond my control."

"And I would not have minded if you kept that secret," Twilight said. "Well, maybe a little, but more for worry of your safety."

"At least Twilight makes sense," Sunset said. "She has powers too, she can help Peter. What can this girl do for you Mark?"

"I...don't know," Mark said.

Sonic turned to Ryu and Cloud, "Wait, he's worried about having told his girlfriend his secret, but he just told everyone his real name."

"Probably because he's in another dimension and it doesn't matter," Cloud said.

"Or that incident made him reluctant to keep it a secret because now he would feel like he's hiding something," Ryu said.

"Oh...dang," Sonic said.

"Mark, my girlfriend knew right away about my powers, mainly since I never bothered to keep it a secret, even if I wish I could have," Cole said. "But I was fine letting her know since I had been dating her for a long time."

"I had a girl I knew before Twilight, and there were days I wish I could have told her," Peter said. "I never did because she actually hated Spider-Man, and I didn't want her to know we were one in the same."

"Why did she hate Spider-Man?" Mark asked.

"I...made some really bad mistakes, I'll just leave it at that," Peter said, still feeling some remorse. "Point is, even if she didn't hate Spider-Man, telling her still would have been risky. She was a good friend of mine for years but we still hadn't been dating that long, and even so, it's still up to the hero when to tell. I mean if you're planning to marry the girl then yeah, she probably needs to know, but it sounds like you barely knew this girl. If someone like me can barely tell a girl I was already friends with, what right does your girlfriend have!?"

"If she really loved you, she would have understood you," Amy said.

"I guess..." Mark said. "Uh, Spidey, did you eventually tell that girl? Or did you break up and never see her again?"

"...She died, so I couldn't ever tell her," Peter said, earning instant sympathy. "I will admit, I wish I did, but again, Great Power means Great Responsibility, and I had to be responsible with my secret. Even if I never...if I never..." Peter started thinking about Gwen again, suddenly feeling remorse. "Should I have told her? Maybe it would have saved her life. But...then again..."

"Peter?" Twilight said, snapping her husband out of it.

"Sorry...it's not a pleasant memory," Peter said.

"I know the feeling," Cole said, recalling his own losses.

"We appreciate you sharing with us," All Might said.

"Point is Mark, you made the right choice by not telling her, and she had no right to be mad at you," Superman said.

"I say you dump her and find a girl who appreciates you," Amy said. “You deserve it.”

While this was going on, Peter again felt strange, but for different reasons. Something was eating at him and he couldn't explain it.

Twilight turned to her husband, "Peter...are you still bothered by Gwen? Do you need a break?"

"It's not that..." Peter couldn't shake the worry. "Something's wrong..."

"Something's wrong?" Twilight asked, this getting everyone's attention. "What's wrong?"

"I gotta go..." Peter tried to run but his suit malfunctioned, the hero unable to use his speed. "Dammit!"

"Peter, what's happening!?" Twilight asked.

"I think Benjy's in danger!" Peter said.

"Who's Benjy?" Cloud asked.

"Our son," Peter said.

"Your son?" Ryu asked, then remembered. "Oh right, Twilight, you were expecting when we last saw you."

"Yes, I gave birth about a month ago," Twilight said.

"We gotta get back to Ponyville!" Peter said. "Something's wrong!"

"Uh, maybe I can open a portal," Sunset said, using her magic to generate yet another portal, this one glimpsing into Ponyville.

"Wow, those are ponies..." Mark said, then noticed some chasing others. "But what's happening?

"Is that our home!?" Twilight asked, gesturing to ponies breaking inside.

" I gotta save my son!" Peter jumped through the portal.

"Wait for me!" Twilight said, following.

"Should we help?" Ryu asked.

"We should," Cole said, turning to the others. "Anyone want to save more lives?"

"I'm down," Quill said.

"We'll continue the fight," Master Chief said.

"I'm a pro at keeping villages safe," Naruto said.

"You got it," All Might said.

Sunset jumped through, using her magic to keep the portal open from her end, as she transformed into a pony, much to everyone's surprise.

"This is what you'll look like, if you still want to help, come on through, just be careful," Sunset said.

"Eh, we'll make it work," Cole said, many agreeing.

"I'll go get some friends," Amy said, running back to her allies.

"Excellent, come on!" Ryu said, jumping through the portal alongside Cloud.

Soon Quill, Sonic, Master Chief, Mark, All Might, Cole, Kat, Luke, Harry, Legolas, Naruto, Yuri, Lloyd, Pit, Samus, Shulk and even Kratos were hopping through the portal.

"Anyone else want to come?" Sunset asked. Before anything though, the portal was destroyed, surprising Sunset from her end. "What in the world!?"

"Hey what happened!?" came the voice of the half-genie Shantae.

"So not cool, dude!" Mikey said.

"What's going on!?" Shouted Doctor Strange. "Why are more portals being made!?"

"Hey, what happened!?" Amy shouted, having made her way over with Knuckles, Joker and Bayonetta, the group were joined by Dante, Chris, Noctis, Eleven, Terry, Jin and Xiaoyu. "Where's the portal!?"

"No more portals without my supervision! I'm still trying to send everyone back home and I don't need any more potential rifts!" Strange said.

"Hey pal, the girl who opened that portal wanted to save a village," Spawn said, slowly walking over to Strange. "I know you have order to keep, but that order could result in casualties."

"First off, who even are you? Why do you look like demon?" Strange asked.

"Call me Spawn, short for hellspawn," the demon said. "I think you can put two and two together, sorcerer."

"Don't act like you intimidate me, I've encountered the likes of you before," Strange said.

"Sir, Spider-Man sensed danger in his home, that's why Sunset opened the portal, we were going to protect his son," Amy said.

"Then your ass showed up and ruined shit for us," Spawn said.

"Kind of overreacted there, magician guy," came the voice of John Rambo. "People still need our help."

"I understand that, action movie guy," Strange said, mocking Rambo a bit. "But acting on emotions just leads to trouble! If there's a problem, approach it with caution."

"That type of thinking just gets people killed," Spawn said.

"It started a war in Equestria, I'm trying to make sure you guys don't end up destroying it yourselves!" Strange shouted. "Just trust Spider-Man for now."

"Better be right about this, Strange," Chris warned.

"Yeah, better not let our friends bite the dust," Dante said.

"Wait, isn't the portal open to Equestria?" Xiaoyu asked. "We can use that and let the heroes know!"

"Good thinking, come on!" Amy said, running over with her allies as everyone began to follow.

"Hey! Don't overcrowd the country!" Strange warned.


In Ponyville, the heroes had arrived, many still in their normal forms as the magic slowly started to overtake them.

"You might transform any second now," Twilight warned, as only she, Peter, Superman, Sunset, Ryu, Cloud, Yuri, Samus and Shulk transformed due to them existing in Equestria prior.

"Surprised I haven't, that's fine though," Sonic said, speeding into town.

"For Ponyville!" Ryu said, leading the charge.

"Also try not to kill anyone!" Peter insisted.

Kratos scoffed, "Soft hearted, but fine." He placed his Leviathan Axe away and focused on his strength.

Peter rushed through town, immediately arriving at his house and finding the destruction. He saw Kitty fighting away the Demons and keeping Benjy safe. He rushed in and attacked, taking several of them out at once.

"Peter! Thank goodness you're here!" Kitty said. "I have your son."

"Thanks for keeping him safe," Peter said, knocking more out. "Anyone else around?"

"Gallus is upstairs with Hope, and Sandbar's in the school looking for Starlight and Cozy Glow," Kitty explained. "How did you get here? What happened with Tony Stark?"

"That conflict's done but I'll explain later once me and my team free this town," Peter said.

"Oh you brought a team? Great!" Kitty said.

"Is my aunt around?" Peter asked.

"I haven't seen her," Kitty said. "By the way, Mr. Negative is the one behind this, I last saw him at the School of Friendship."

"Crap...of course this happened," Peter said. "Just keep my son safe, and go make sure Hope and that other kid are safe too."

"Sure," Kitty said, taking Benjy and going upstairs.

"I'll leave the town to the others, I gotta find Li," Peter said, rushing toward the school.


Near the train station, Trixie and Autumn were close to escaping when they found themselves surrounded by demons, and many mind-controlled allies, including Cheerilee.

"By order of Martin Li, you two are coming with us!" Cheerilee said.

"There's no way I'm joining you!" Trixie said, getting into a stance.

"Then you leave us no choice," Cheerilee said.

"Ok, kind of making me mad here, you wouldn't like it when I'm mad," Autumn warned, close to changing into a Nirik.

Suddenly Ryu and Cloud showed up to beat everyone up, leaving only Cheerilee who got whacked in the head by Trixie's karate chop.

"Take that!" Trixie boated.

"Whoa easy, she's still a friend, just mind controlled," Autumn said, then turned to the two. "Thank you mystery strangers."

"Wait, they're not strangers, this is Ryu and Cloud," Trixie said. "Peter's friends from different worlds."

"Good to see you..." Ryu took a moment to remember, "Trixie!"

"Yes! So glad you remembered," Trixie said. "But how can you not? I am Great and Powerful after all."

"Weirdo..." Cloud scolded. "Just explain what's happening."

As this was going on, All Might and Mark worked together to take out as many as they could using their speed and strength as a duo.

"You'd make a good sidekick, Young Mark," All Might said.

"Thank you sir," Mark said, standing beside his ally. "Things are going well, maybe we can-"

Suddenly both were turned into ponies, All Might being a muscular Earth Pony while Mark took the form of a Pegasus.

"Huh, that happened..." All Might said. "Gonna be hard to move, but I think we'll manage."

"Let's fly," Mark said.

Elsewhere Cole, having also transformed into a Unicorn, zapped some enemies, but lacked the same impact, "Why do my attacks feel weaker?"

"Halt!" some ponies tried to attack but Kratos, transformed as well, kicked them all away.

"Hey, you got horns and wings, just like that Twilight girl," Cole said.

"Not sure what it means, but fine by me," Kratos said, still ready to fight.

Master Chief used his strength to knock the enemies away while Luke used the force to lift several up and toss them aside, careful not to hurt them too much.

"Why does my connection with the force feel weaker?" Luke wondered. "Armored warrior, do you feel strange too?"

"A little, nothing I can't handle though," Master Chief said.

"Something about you reminds me fo a Mandalorian," Luke said. "They are also warriors with armor and even helmets, the latter due to religious reasoning."

"Interesting," Master Chief said. "How strong are Mandalorians?"

"They are quite a formidable race of warriors," Luke said, then noticed more demons coming. "We shall speak later, keep fighting!"

Naruto dashed through the village rooftops, using his skills to effortlessly take down the demon, "Being a pony isn't so bad...I just need to get used to running like this but it makes for great training." He kept going, passing by Harry and Legolas, both of whom seemed to be struggling in their pony forms. "Guess not everyone can handle it, I better help them out."

Even Lloyd seemed to struggle, Yuri keeping enemies away from him, "It takes getting used to. Granted I only had this form for an hour and that was years ago but still, you do get used to the feeling."

"I hope so," Lloyd said, trying to fight. He then spotted Superman effortlessly taking enemies out, being careful about it. "Wish I could be that guy."

Quill flew around punching enemies in his path, trying to liberate whoever he could. "So this is where Spider-Man's been all these years, not a bad place."

"It's great, isn't it?" Sunset said, zapping some enemies. "It's a place I call home. Mostly at least."

"Mostly?" Quill asked.

"While I don't have anything against where I'm from, I just like exploring other places, you run out of things to explore when you're only in one dimension," Sunset said.

"I get that, I'm the same when I travel the galaxy," Quill said. "Born on Earth, but Lord of the Stars."

"Wow, clever," Sunset said as Sonic sped by, taking out a bunch of enemies. "He's still a hedgehog, guess he can resist the magic."

"Lucky him, it's harder to fight as a pony," Quill said. "But not impossible."

"Well, she's having fun," Sunset said, gesturing to the nearby Kat, who used her powers to let her float and throw items at enemies.

"So are they," Quill said, gesturing to the trio of Samus, Shulk and Pit.

"Lets see someone doubt my skills now!" Pit said.

"Don't lose focus," Samus scolded.

"Yeah, you’ll find yourself in a bind," Shulk agreed.

"The multiverse is fun," Sunset said.


Meanwhile Peter had arrived at the school, sensing a fight not too far away, "Sounds like Starlight."

Nearby Sandbar was still seen running, even being chased by a friend of his, "Yona! Snap out of it!"

"Crush him, Yona!" Cozy Glow ordered.

As he dashed through the halls, narrowly escaping Yona's line of sight, he came across Peter ,the two nearly colliding.

"Whoa, where'd you come from?" Peter asked.

"Spider-Mane!?" Sandbar asked, somewhat annoyed. "Well good of you to show up. While you were out fighting your buddies, we were being terrorized by Martin Li!"

"Eh, sorry about that, where is he," Peter said.

"Upstairs, but there's something you should know," Before Sandbar could explain, many Unicorns blasted the two and sent them flying out of the school, with Starlight being blasted out of the office and toward the ground.

"Starlight!" Peter leapt to grab her in his hooves before she hit the ground. "Starlight, are you hurt?"

"Huh?" Starlight looked up to see the hero. "Oh, Peter, you came back. I'm so glad, things are not going well."

"Don't worry, I'm here for you," Peter said, letting Starlight down.

As he did, Martin had landed nearby, glaring at the hero. "Greetings Spider-Man."

"Martin Li...didn't expect to see you again after all this time," Peter said. But Johnny did mention seeing you in Manehattan, before Daredevil ran you out of town."

"I haven't forgotten you, but it seems like everyone has forgotten me in the midst of their conflict," Martin said.

"What do you want from Equestria?" Peter asked.

"Power of course, mixed with its amazing magic," Martin said. "A friend of mine offered to help me with that conquest, if I helped her."

"Her?" Peter asked. "You don't mean Suri Polomare? She's a scummy mare but she's not evil."

"No, not Suri, though I do miss her company," Martin said. "No, I am referring to another friend."

"Peter Parker," came the voice of Cozy Glow, the girl joined by Demons. "So, you're finally back."

"Cozy Glow? What are you doing out here?" Peter asked.

"She's working with him," Sandbar said. "Cozy Glow is on Martin Li's side! She's been working with him this whole time!"

"Huh?" Peter turned his attention back to Cozy Glow. "You? But...you're only a kid!"

"One with ambition," Martin said.

Peter glared at the villain, "What the hell did you do to her!?"

"Nothing, she approached me," Martin said. "She desires power, and I desire control."

Peter turned to the child, "Cozy, I don't know what Martin's told you, but you can't side with him! It's not safe!"

"Too late Spider-Mane, or do you prefer Spider-MAN?" Cozy Glow asked. "I have a goal and you won't stop me. Once I take over the school and become Head Mare, I will have all the friends in the world! And nopony can stop me!"

"Yeah but..." Peter raised his eyebrow. "Wait, you're doing this to make friends?"

"Yes, I want to have lots of friends," Cozy Glow said.

"...But, you had friends," Peter said.

"Only six, and like Princess Twilight always says, Friendship is Magic!" Cozy Glow said. "I'll have so many friends and I will become an Alicorn Princess!"

"Cozy, it doesn't work like that, Twilight became an Alicorn because Princess Celestia choose her to be...I think," Peter said.

"Yeah, because she has friends! Powerful friends!" Cozy Glow said. "All the ponies in Equestria, plus a few Earthlings, would make great friends, powerful friends that will make me the new Princess of Friendship!"

"You're doing this to become a Princess of Friendship?" Peter asked. "Why? I mean, why do you want that title? Do you think it's easy?"

"The Princess of Friendship is loved and adored, that's what I want for me," Cozy Glow said. "I want ponies to love me, adore me, not cast me aside or treat me like trash like I've been since I was small! Do you have any idea what it's like growing up without a family!? I spent my life in an orphanage where ponies were mean! This school is my big break, I can finally have the friends and family I've always wanted! The Title of Princess will help me achieve that, and then...I will NEVER be lonely again!"

Peter did not feel anger for this girl, instead he felt sympathy for her. Under her evil eyes, he could see a sad filly who's been misguided into villainy. "Cozy...I'm sorry you feel this way, but this is not the way to do things. Forcing ponies to like you isn't enough!"

"Hey, I offered Sandy a chance to love me for real, but he betrayed me! Just like everyone else in my life!" Cozy Glow shouted, a tear forming in her eye. "With power and control, I never have to worry about being hurt again!"

"Cozy, I did love you," Sandbar said. "You meant so much to me, but...what you're doing is terrible, you're hurting ponies!"

"Eh, a little bit of revenge is good too, I mean they hurt me, so I hurt them," Cozy Glow said. "What goes around, comes around."

"Two wrongs don't make a right," Peter said. "Cozy, you can still make the right choice here, please. If you want a family, I can ask Twilight to help you find one. You can even live with us for a bit, it's doing wonders for Starlight."

"He's not wrong," Starlight said. "Cozy, I know about the loneliness you're feeling, I felt the same when my friend Sunburst left. Now, I will admit, you probably have it worse than me. I at least still had my father and I honestly got super angry over nothing. But I tried controlling ponies to my whim, it just makes things worse. Don't make my mistake."

Cozy's eyes briefly widened, the girl thinking things over for a second. However, once glance at Martin made her realize she still desired that power, she was already so close, she did not want to start over.

"Sorry...but I can't give up now!" Cozy Glow shouted. "Ponies-"

Suddenly more allies teleported in. Goku had brought over Matt, Dante, Chris, Chun-Li, Mega Man, Steve and Tony.

"Goku!?" Peter asked.

"Hey Spidey, sorry I couldn't bring more, Celestia didn't want the town too overrun," Goku said. "Plus this might be plenty."

"Quality over quantity!" Peter said, before turning to Cozy Glow. "That's a lesson I teach my daughter, but I think you need it more. Six real friends is better than a million fake ones."

"Don't you dare try to confuse me!" Cozy Glow said. "Ponies, attack!"

The newcomer heroes battled against their oncoming enemies, Chun-Li using her kicks to keep them back, Mega Man using his Mega Buster, Goku speeding around.

Steve and Tony immediately went into action again, fighting side by side with each other, Tony blasting enemies in the distance while Steve took out anyone getting too close.

"What in the world!?" Cozy Glow shouted. "They're working together now!?"

"That's true Friendship Cozy Glow," Peter said. "They were not going to stay enemies forever."

Martin took a step back, trying to think things over when Sonic, Cole, Kratos and Mark appeared behind him.

"You must be the top guy," Cole said. "Give up."

"I think not," Martin immediately used his powers to affect the trio, slowly infecting them. "I feel the anger in you, let it run free and destroy my enemies!"

"No...I can't...!" Cole said, trying to resist.

"I'm...not...gonna," Sonic was also trying not to give into despair. "I won't!"

"Do it!" Martin said, the four being controlled and sent to attack.

"Not good," Dante said, colliding against Cole.

Mark flew in to battle when All Might stood in his path, blocking the boy, "Snap out of it!"

Mega Man went for Sonic, sticking to his humanoid form to better match against the hedgehog, "Sonic, don't make me hurt you!"

Even Master Chief stepped in to combat against Kratos, hoping to calm the Spartan of another world.

"Attack! Destroy them!" Cozy Glow shouted, sending more to attack.

Peter went to stop her but Martin stood in his path and punched him through a nearby building. Starlight tried to fight but Martin zapped her with some dark electricity.

"Starlight!" Sandbar went to help, but Cozy Glow blocked his path.

"You're not going anywhere!" Cozy warned.

"Cozy, you have to stop this! I'm sorry you suffered, but I thought I was helping!" Sandbar said. "I thought you were having fun with us, I really thought you were happy! Wasn't I making you happy? Could I have done more?"

"You were making me happy, but you still refused to admit your love for me," Cozy Glow said. "That's something I desired more than anything!"

"But Cozy...you have to understand, you're too young for me right now," Sandbar said. "If you were older, I'd probably love you back, but now isn't the time."

"Would you have waited for me though? Or moved on?" Cozy Glow asked. "I've seen how Yona looks at you, how you've looked at her, and many other girls. I mean, you could have easily just gone with Silverstream, or Smolder, or even Ocellus, break my heart some more."

"Cozy..." Sandbar felt sympathy for this girl. "I would never want to hurt you."

"You say that, but do you mean it!?" Cozy Glow shouted, her eyes angrily tearing up yet again. "I'm tired of empty promises, I'm tired of uncertainty. I need things, now!"

Sandbar nervously scratched his head, "Look, Cozy..."

"Take this!" Gallus flew in and kicked Cozy Glow away, standing in satisfaction afterwards. "I have been waiting SO long to do that!"

"Gallus? Where'd you come from?" Sandbar asked. "Where's Hope and Benjy?"

"Professor Pryde has them," Gallus said. "But I told you that girl was evil, didn't I? I called it a mile away!"

"I mean...yeah, I guess you did," Sandbar said. "Still...I kind of feel bad for her."

"Don't, she's just being manipulative," Gallus said.

"Maybe...but still," Sandbar said.

Within moments, more ponies came into town, the flying team of Johnny, Spitfire, Thunderlane, Rainbow Dash, Lightning Dust, Silverstream and Rumble emerging out of a portal with Logan, Laura, Fluttershy, Bobby, Rarity, Remy, Applejack, Deadpool, Pinkie, Janet and Spike stepping through.

"If it takes longer, I'll send more through, good luck," Strange said.

"Come on, attack everyone!" Logan said, everyone rushing into battle.

"I'll check the Parker-Sparkle home," Rumble said.

"Right behind you," Silverstream followed after Rumble.

"Thunderlane, Dust," Johnny said. "You, me and Dashie are gonna lay waste to these punks!"

"I am so fired up!" Lightning Dust said. "The battle continues!"

"I'll go find Steve and Cap!" Spitfire said, flying off to assist her lead allies.

Everyone rushed to attack some more while Matt went to engage with Martin.

"Daredevil, here to thwart me again?" Martin asked.

"Like you have to ask," Matt rushed in to attack with his billy club, Martin sending him flying back after a blow.

"Negative!" Johnny shouted, flying in as well. "Payback time!"

Martin blasted Johnny while Rainbow Dash tried to circle around, but took an attack on her own.

Thunderlane and Lightning Dust kept the extra demons at bay, with Laura joining to help.

"This town's been pretty busy, huh?" Laura said.

"Got that right," Lightning Dust said, she and Laura then double teaming some enemies.

Martin continued fighting away his foes, Matt trying to take him down with some martial arts but Martin had used his Naginata's grip to whack Matt away. He then used his staff to block a kick from Chun-Li and blasted her away.

Logan tried to attack as well, Martin rolling aside, even dodging blade strikes from Deadpool. More demons came to fend off the new attackers, including a controlled Hisako and Jubilee, while Martin tried to plan a strike from nearby to eliminate one or more of her enemies.

Just then, Peter leapt back into battle, kicking Martin aside, landing near the downed Cozy Glow.

"We're losing!?" Cozy Glow shouted.

"Don't doubt victory just yet," Martin said, the two standing side by side while Peter, Matt, Johnny and Rainbow Dash faced off against them.

"Surrender!" Peter warned.

"Never...not until this world is mine!" Martin shouted, expanding more Negative energy. "I will have total control!"

"I am not giving up my chance to rule!" Cozy Glow shouted.

Starlight joined Peter and company, Twilight appearing beside them shortly afterward.

"Why is Cozy Glow with that strange pony?" Twilight asked.

"She and Martin Li have been plotting together it seems like," Peter said. "Cozy wants to take your title as Princess of Friendship."

"She wants to what?!" Twilight asked.

"She has a lot of misunderstandings about Friendship," Starlight said. "We need to stop her!"

"But how-" Twilight’s words were halted when Martin Li sent out a massive shockwave, trying to knock all of them back, or better yet, control them.

"Why fight, when you can join!?" Martin said.

"His power...being in Equestria for so long really gave him a boost," Peter said, trying to resist.

"My head..." Starlight said, rubbing her temples.

"Don't give in!" Twilight said, resisting temptations herself. "Fight back!"

Johnny also felt his own frustrations come to light, weeks of disrespect were piling, but he wasn't going to give up just yet as he sent a fire blast near Martin's hooves, the villain taking a step back with Cozy.

Peter used this as an opportunity to speed right by Martin and connect with a kick to his head to knock him toward the school. Peter fired some impact webbing, hoping to tangle up Martin, but the Demon leader dodged.

Cozy tried to blind Peter but Twilight stopped her with her magic, "I don't think so, young filly!"

Starlight rushed in to blast Martin back while Johnny circled around and blasted him from behind. Matt and Rainbow Dash did a double team kick to his chest while Peter dashed in and hit an uppercut to knock Martin into the air.

Peter then webbed Martin and slammed him down hard, then pulled him back to punch him against a nearby wall.

Martin angrily lunged at Peter again, trying to stab him with the naginata, but Twilight had blasted the weapon out of his hooves while Peter delivered another punch to knock Martin to the ground, immediately webbing him up.

"No!" Cozy Glow flew in to attack as well but got webbed up in an instant herself.

With Martin down, many of the controlled ponies were coming back under control, including the allies.

"My head..." Sonic said.

"Sonic, are you alright?" Mega Man asked.

"Yeah, sorry Rock. I shouldn't have let myself get controlled like that," Sonic said. "Guess I really am still feeling bitter, but I can't let that control me, I just gotta press on."

"Even with your speed, escaping your feelings is difficult," Mega Man said.

The others slowly got back to normal, Cole and Mark apologizing for their trouble while Kratos looked ready to really hurt someone.

Superman landed nearby, "I managed to get ponies to safety, I came to help stop the villain but I guess that job was done."

"So Superman is here," Johnny said. "And a lot of people I don't recognize."

"Peter, did you find Benjy?" Twilight asked.

"He's fine, he's with Kitty," Peter said.

"Actually, he's with me now," Rumble said, flying in with Benjy while Silverstream had Hope.

"Oh good, glad you kept my kid safe," Peter said.

"Of course, I would always keep your kids safe," Rumble said.

"Always?" Peter asked, glaring at the boy.

"Minus any Ursa Minor incidents," Rumble said.

"Which you're going to help finish clean up after," Peter said. "I'll talk to you more on that later."

Rumble saw this coming, especially after Mayday's warning. "Yes sir."

Silverstream looked over to the tied up Cozy Glow, the girl confused, "Peter...what happened?"

"There's a lot that needs explaining," Peter said. "At least everything's under control, unless there's another villain nearby."

Suddenly Amy peeked her head through a portal, "Finished?"

"Uh, yeah, we stopped the villains," Peter said.

"That's great, I'll go tell Doctor Strange," Amy said, then noticed the male hedgehog. "Thanks for being a hero again Sonic, you're the best."

Sonic bashfully turned away as Amy left, Mega Man then smugly turning to the hedgehog, "Is that romance my scanners detect?"

"Not funny bro," Sonic said, Mega Man shrugging it off.

"Whoa, that's the speedy hedgehog," Rainbow Dash said. "Should I challenge him to a race?"

"Maybe not, I don't think he's in the mood," Fluttershy said.

"Everyone's in the mood to race, especially speedsters," Rainbow Dash said.

"Still, don't bother him right now, it's not worth it," Fluttershy said.

"We'll see about that," Rainbow Dash said, Fluttershy rolling her eyes in annoyance.

"Still...how could this happen?" Twilight wondered.

"That's what I'd like to know," Came the voice of Neighsay as he stepped through a portal. "Care to explain what's been happening Princess?"

"Ah! Chancellor Neighsay!" Twilight said.

"Twilight Sparkle, I hope you have a very good explanation, because as it stands, you are very close to losing your school again, this time for good," Neighsay said.

"Sir...I can explain everything!" Twilight said. Though given that not only have many of her teachers had engaged in conflict, one of her students even tried using the school to help her take over Equestria. Things were not looking good for the School of Friendship."

"Twilight..." Peter said. "You might need to accept the truth, this school's days are numbered."

"Telling words...explain," Neighsay said.

Twilight relented, "Fine...I'll tell you everything."


Elsewhere in Tartarus, the villains had just seen the showdown in Ponyville. Needless to say, they were worried.

"Discord...who were those other guys?" Shocker asked.

"Oh, them? I'm not sure," Discord said.

"You're not sure!?" Adagio asked. "Discord, we're about to invade in a year, we need more information!"

"Sorry, even I'm kind of stumped," Discord said. "You may be in a losing situation."

"Are you planning to send us to our destruction!?" Mysterio shouted, all the other villains ready to start fighting.

"Whoa, whoa, easy now," Discord said. "I'm just pulling your legs."

"You...are NOT funny!" Electro warned.

"How do you plan on helping us combat this!?" Aria asked.

"Hey if they can accept help from other dimensions, so can we," Discord said. "This could be an opportunity for us. Plus, we have plenty of remaining potential allies."

"Pfft, like who?" Adagio asked.

"Why, there's allies in space," Discord said, gesturing to an image of Loki, Sephiroth, Akuma and Tempest having reunited near the edge of Planet Hala.

"Loki?" Shocker asked. "Would he even join us?"

"Maybe if I asked, otherwise that's one more rival for us," Discord said.

"Discord!" Electro warned.

"Maybe stop with the jokes," Tirek said, with Goblin, Doc Ock, Annihilus and Chrysalis visibly agreeing. "You're wearing on our nerves."

"Fine...but I am still looking into more allies, like from Marvel," Discord showed an image of Doom conversing with Ultron, Dormammu and even Kazuya Mishima. "Oh look, a Namco ally."

"Who the hell is that guy?" Adagio asked.

"A fighter," Discord said, keeping it vague. "Oh, what about Capcom, they seem to be doing their own traveling."

"Huh?" Sonata took note of the images. "Are those...other Spider-Men?"

"Close..." Discord said. "Similar powers, but not the same.

Wesker was seen facing off against Gwen Stacy, better known in her world as Spider-Gwen.

"Dude, what's with the sunglasses? It's not even that sunny, are you trying to look cool?" Gwen asked.

"I have my reasons," Wesker teased. "Please, show me more of your power."

"Gladly!" Gwen said, battling against Wesker.

Discord clapped from Tartarus, "Amazing isn't it? Oh, and there's Vergil."

Vergil had gone against his own Spider-Man, that being Miles Morales.

"Look pal, the anime con is down the street," Miles said. "Now get out of my neighborhood, I'm not telling you again. Otherwise I'm forcing you out!"

"You're full of yourself," Vergil said.

"I have reason to be! I'm not afraid to knock you out!" Miles shouted, jumping in to attack, Vergil sidestepping.

"Wow, poor coordination," Vergil said.

Both fighters were unaware of another person watching the battle, a man with a purple helmet. "What's this supposed to be?"

"Miles is new but he's so much more fun, got a bit more spunk than Peter, just like Gwen," Discord said. "Oh, and there's Tron."

In her world, Tron was testing the power of her Gustaff against Peni Parker's SP//dr.

"Not bad, could be better," Tron said.

"You haven't even seen what it can do yet!" Peni shouted, amping her suit up. "I'm taking you down, new girl!"

Discord again was pleased, "And finally...Juri fighting a guy from the future."

In the dimension she was in, Juri was seen flexing for Spider-Man 2099, also known as Miguel O'Hara, "As you can see, my Tae-Kwan-Do is heavily regarded as one of the best. From what you've seen so far, wouldn't you agree?"

"...Meh," Miguel said. "I've seen better."

"Oh that's it!" Juri leapt to attack once again.

Discord was pleased, "Marvelous, wouldn't you say?"

"Why are there other Spider Men and Women?" Shocker asked.

"Because multiverse," Discord said. "Timelines just change...like this one."


In The Dragon World, Trunks was seen collecting himself after yet another attack from Goku Black, but things were getting worse for him.

"Black's gotten stronger, plus now I see him alongside these other strange creatures and whatnot," Trunks pulled himself back up but fell down, with his friend Mai by his side.

"Don't push yourself too hard," Mai said.

"I have to do something! If I don't, who will?" Trunks said.

"I know but..." From the distance, Mai could see a portal opening. She quickly grabbed her gun and aimed. "Who's there!"

Stepping through was a muscular man with grayish hair, big guns and scars on his face. "Weird, I don't recognize this city."

"Who are you!?" Mai shouted.

The man glanced at her and Trunks, "You two look like you've been through hell. Were you fighting Sentinels or something?"

"Sentinels?" Trunks asked.

"You know, giant robots," the man said.

"The only robots from this world were a pair of cyborgs if those count, and I destroyed them long ago," Trunks said. "Wait, who are you anyway?"

"Name's Cable," the man said. "But if robots didn't destroy this place, what did?"

Despite not knowing him, Trunks was certain this man was not an enemy. Ever cautious though, he still kept a close eye on him, "Before I tell you anything, tell me. Where did you even come from?"

One problem resolves, more lay in wait.

Author's Note:

Looks like the Ragnarok cameos made a return. One more chapter after this.