• Published 30th Mar 2021
  • 371 Views, 19 Comments

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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Alliances of Old and New

A day had passed and the patrols had already gone underway. Luke Cage and Iron Fist had gone to The Crystal Empire where they worked with Shining Armor and Cadance on proper guidelines to effectively guard The Crystal Empire. Daredevil and Elektra stuck around Canterlot while Firefly, Jessica Jones and Felicia Hardy where transported to Ponyville, each patrolling their quadrant of the town.

Peter took a look out of his Balcony that morning to see Firestar flying overhead, carefully observing the ponies in Ponyville.

"The girls are already at work," Peter commented. "Glad to see they're taking it seriously." Peter made his way downstairs where on the way to the kitchen, he heard a knock on the door. "Wonder who that could be?"

Answer it, he was greeted by a fellow pursuer of science, Reed Richards. "Good morning Peter."

"Oh, hey Reed," Peter greeted, then noticed his company. "Hi Susan, Hi Franklin."

"Hi Peter," Susan greeted.

"Hi Mr. Parker," Franklin greeted.

"Mr. Parker was my uncle, I'm just Peter," the hero said. "But anyway, what brings you three here?"

"We were just in town and we figured we'd stop by," Reed said. "I'm helping a local scientist with some inventions that Tony requested for his Accords."

"Local scientist?" Peter asked, trying to think. "Oh do you mean Doctor Hooves?"

"So you know him," Reed said.

"I know pretty much everypony in town, especially since he recently got married to Derpy," Peter said. "Smart guy, but I get the feeling he doesn't like me too much."

"What's there not to like about you?" Susan asked.

"For starters, some ponies still think it's weird that I was born a human, some were pretty upset when The Green Goblin nearly destroyed this world, and they were even more upset because those Capcom villains came after me," Peter said.

"Ponies are gonna hate I guess," Susan said. "Don't worry about it Peter, we know you're great, and I bet you have more admirers than naysayers."

"Probably, not something I keep tabs on too much," Peter said.

"Always the modest one," Susan praised, getting a slight blush from Peter. "Anyway, aside from checking in on you, we had another reason for stopping by, involving Franklin here."

"Yes, see Twilight mentioned something about Friendship Lessons," Reed said. "I don't quite understand what she meant but it sounds very important."

"Wow, Twilight works fast on this," Peter said. "See here, Friendship Lessons are what Twilight needed to take while under the mentorship of Princess Celestia, it taught her to be more social, so right now she's doing the same with our daughter and Franklin here is a prime candidate to make a great friend for Mayday."

"Aw, well isn't that nice," Susan said. "Quite flattering of our Franklin being chosen for something like this."

"What would this entail exactly?" Reed asked.

"I'm not too sure, but Twilight's given Friendship Lessons before, she last did it for Wanda Maximoff, and she's been giving a few to a mare named Starlight Glimmer," Peter said. "She picked up pretty fast though and is a guidance counselor at Twilight's school, helping other foals with their problems."

"Speaking of Wanda, any sign of her or her brother?" Reed asked. "I heard they left some time ago."

"They're just exploring the lands, though the last time they came back was to check on Toad," Peter said. "Poor guy nearly bit the dust in the fight against Magneto, fortunately he pulled through and is traveling with his friends again."

"That's good to know," Susan said. "Well I guess now's as good of a time as any to start this Friendship Lesson of Twilight's."

"Oh right, you can come on inside, if you have the time to," Peter said.

"I have a few minutes to spare," Reed said. "Plus I do want to check in on what these 'Friendship Lessons' will entail."

"Well Franklin may need to get used to writing letters then," Peter said.

"Wait, how can I?" Franklin asked. "I don't have fingers in this form."

"Well fortunately you're a Unicorn so you can learn to use magic," Peter said. "Other than that, you can use your mouth to write, unless you really get good at using your hooves."

"Sounds kind of hard," Franklin said.

"You get used to it," Peter said.

"At least you get to use magic, right?" Franklin asked.

"You would think," Peter said, faking a smile as he led the family inside. "But life has ways of saying 'Screw you'."

"Uh, that's quite unfortunate, I guess," Reed said, not sure what to make of that statement.

"Peter!? Who was at the door!?" Twilight asked.

"Reed and his family!" Peter answered.

"Oh good!" Twilight teleported into view. "Hello, welcome to our home."

"Thank you for having us," Reed said. "I understand you plan to give Franklin 'Friendship Lessons'?"

"Yes, well it's mostly for Mayday but I believe Franklin will find a benefit or two out of this," Twilight said.

"The biggest being that he gets a new friend in my sweet little Mayday," Peter said. "You'd like that, right Franklin?"

"Yeah, but I don't know if she likes me," Franklin said. "She didn't like talking to me the last time I was here."

"She's just a bit shy, once she gets used then it'll be easier," Peter said. "Maybe if you want, I can see if Flurry can come over sometime as well, help you two bond. She's already been trying to do that, hasn't she?"

"A little," Franklin said.

"Well now you have more of a chance to bond with Mayday," Peter said. "It's gonna be gradual, but worth it."

"I hope so, she's really nice, smart too," Franklin said.

"She gets that from her mother," Peter said.

"You too, don't be so modest Peter," Twilight said, then turned back to Susan and Reed. "Your child is in capable hooves with us. I just might bring back my classroom for this, just like I did when I helped out Wanda."

"A classroom huh? Like in the school or here?" Susan asked.

"Here, but if all goes well, I can probably get your son enlisted in our School of Friendship," Twilight said.

"Johnny has had nothing but nice things to say about your school, and it looks amazing too," Reed said. "I may have to take you up on that offer."

"Amazing!" Twilight said. "I look forward to seeing where this goes."

"Well until then, I should be on my way to seeing Doctor Hooves," Reed said.

"Go change the world or something," Peter said. "Franklin will be fine here."

"Bye Franklin, have fun!" Susan said.

"Be good for the Parkers son!" Reed said.

"Bye mom, by dad," Franklin said, waving bye to his parents. As they left, the boy turned to Peter. "So, what do we do now?"

"That's up to Twilight," Peter said, then turned to his wife. "Any ideas?"

"Plenty, now follow me," Twilight said, leading Franklin into the kitchen.


Susan and Reed strolled through Ponyville, taking in the sights of the community before them.

"Such a nice lookin place, isn't it Reed?" Susan asked.

"Yes, of course," Reed said. "A society like this has so much potential for adequate growth."

Susan also noticed some of the heroes on patrol, namely Firestar, the girl flying up overhead. "Still surprised Tony got some heroes to agree to patrols."

"He'll get anyone he can, but convincing heroes to leave their homes to come here will not be an easy task," Reed said. "Of course he doesn't need to go overboard, at least I don't think he should."

"This is Tony Stark we're talking about, he'll literally ask help from Gods," Susan said.

"Well Thor's out of the question, given his trip to Asgard," Reed said. "I just hope Tony can be civil about this."

"Well thankfully some heroes seem willing to protect this world, and it may not even be a permanent thing," Susan said. "Just enough to make sure there are no more anomalies that can affect pony life here."

The two finally arrived at the front door to Doctor Hooves's home. "Well, here it is," Reed said and knocked. "Doctor? Are you in here!?"

The door opened, revealing Dinky Do, the young teenager blowing a bubble briefly before popping, "You the two Doc was expecting?"

"Yes, is he home?" Reed asked.

"Yeah, he's been waiting for you," Dinky said, spitting out her gum. "Doc! Derpy! The two Earth Scientists are here!"

"Doctor Richards!?" Doctor Hooves said, addressing the two from on top of a ladder. "Ah, welcome, come on in! I've been awaiting your arrival."

"Wow, you look like you've been busy," Susan said, taking a look around the room.

"Yes, I have been expecting your arrival," Doctor Hooves said, coming down from the ladder and eagerly greeting Reed. "It's so great to work with a man of your expertise once again!"

"Yes, it's been a while since we last interacted, right after the Capcom Invasion," Reed said.

"And boy have there been an interesting turn of events since then!" Doctor Hooves said. "From your world showing off more evil doers, the arrival of Square, plus those Saiyans showing up, it's like a wonder of scientific possibilities."

"Doc's been very interested in all the weird stuff that's been happening," A pregnant Derpy said, walking in with a platter. "Muffin anyone?"

"No thanks," Reed said.

"I'll take one," Susan said, using her magic to lift the muffin.

"So, you two are related to Johnny Storm right?" Derpy asked, turning to Susan. "He's your little brother."

"That he is, have you interacted with Johnny much?" Susan asked.

"Sometimes, I don't talk to him a lot, but he's really nice, but has something of an ego," Derpy said.

"Sounds like Johnny," Reed said. "Of course being a father has helped him mature up, if only a little."

"His daughter's adorable," Derpy said. "Dinky gets to foalsit sometimes."

"Johnny and Rainbow Dash pay really well," Dinky said. "If I could I'd foalsit for Peter and Twilight, but their daughter doesn't like ponies."

"Dinky, don't say that!" Derpy scolded.

"Hey you've seen how secluded she was, she only opened up to Rumble," Dinky said.

"Peter and Twilight are aware, so they're trying to see if she can befriend our son Franklin," Susan said.

"Hey if it doesn't work out, can I foalsit him?" Dinky asked, getting a glare from Derpy. "What? I need bits."

"Don't mind Dinky, she's just a rather ambitious girl, very admirable," Doctor Hooves said. "Now I believe Tony Stark mentioned you had some design ideas for me."

"Yes, though getting the materials may be a task, Tony hopes they can be produced here but I do not know this world well enough to know if it's feasible," Reed said.

"Give me the this and I will answer for you," Doc said, grabbing the list in question. "Hm...some of these are easier than others, some materials I don't know if I'm familiar with, perhaps a translation issue." Doc amped up his enthusiasm, "But I am very confident that we will be able to pull this off, if we put our brilliant minds together that is! Let us venture off into our grand scheme old chum!"

Dinky giggled a bit, "Wow, Doc's really getting into this. Wait til your kid ends up like this Derpy."

"Oh it won't be so bad," Derpy said, rubbing her belly. "I don't think so at least."

Susan turned to the two boys, both of them already making their plans, "Well, I think this could turn out great, I'm quite eager to see what they'll come up with."


Meanwhile as Firestar continued to patrol, she spotted Bobby at the Boutique, bringing in some supplies. "Hey Bobby!"

The ice user turned to the oncoming girl, "Sup Angel? How's life in Ponyville?"

"Amazing! Lots of friendly ponies here, way friendlier than in the city!" Firestar said.

"The ponies are usually more friendly, but remember that even this world has it's share of sour pusses," Bobby said. "Just wait til you meet the Donkey that lives in town, though according to Pinkie, he used to be a lot grumpier."

"I'll take that over less than friendly," Firestar said. "So, how's married life?"

"Awesome, have you seen my wife Rarity? Super hot!" Bobby said. "She's really nice too, like you'd expect a girl as ridiculously attractive as her to be a prude but she's one of the nicest girls in Equestria, she's basically the personification of Generosity, it's literally her Element."

"Sounds like a nice woman," Firestar said. "Wait, is woman a common noun?"

"No but she'd know what you meant," Bobby said. "Pony lingo isn't hard to remember but even I might forget at times. It still weirds me out that I don't have fingers."

"How did you even adjust to this change?" Firestar asked, looking down. "Like, I don't hate it but it definitely feels different."

"Rarity helped, same with Peter," Bobby explained. "See being a pony isn't that different than being a human, I just can't use my fingers." Bobby began to flex his hooves a couple of times. "Though our hooves are surprisingly dexterous. If I wanted to I could pick up a cup or a book. Most ponies still use their teeth, unicorns can even use their magic, but me, I made it work with my hooves."

"That's awesome," Firestar said, checking her own hooves. "I still got quite a bit to figure out about being a pony myself."

"Hey you'll get there, make sure you practice your abilities too, they can get totally nerfed here, happened to Peter when he first arrived in Equestria," Bobby said. "Even I had trouble using my ice the way I could on Earth."

"I've noticed, guess I gotta step up then," Firestar said.

"On the plus side, it makes villains easier to defeat, they don't always know how to adapt at first either," Bobby said. "Unless they just have natural talent or something."

"Hey Angelica!" Came the voice of Jessica Jones from a nearby roof. "Stark's not paying us for idle chat!"

"Hey I just wanted to catch up with my friend!" Angel said.

"Wrap it up! Stark wants us to keep an eye out," Jones said.

"Sup Jessica!" Bobby said.

The girl took a moment to recognize him, "You're Bobby Drake, I recognize you even in this form. Makes sense Angelica would want to see you."

"Right, so how's your adaptation to Equestria?" Bobby asked.

"Nothing I can't handle," Jones said and leapt off. "Hurry it up Firestar!"

"That Jessica," Firestar said. "Always super focused."

"I like her better than the other Jessica at least," Bobby said.

"You mean Spider-Woman? Yeah she's not very popular," Firestar said. "Kind of outspoken."

"Think Stark's gonna try to recruit her as well?" Bobby asked.

"Oh totally, he'll recruit Black Panther if he could, though I can't imagine him leaving Wakanda for this," Firestar said and flew off. "See you around Bobby!"

"Catch you later Angel!" Bobby said. "Wait, did Jessica say something about getting paid?"


Off in a faraway meadow, using what magic he can create, Discord had opened a small portal to Marvel Earth, of course he had to do it carefully to avoid getting caught. The less dimensional rifts means the more likely he could be spotted.

Using this he brought over the founding member of F.E.A.S.T. and one of New York's Crime Lords, Martin Li, better known to others as Mister Negative.

"Welcome to Equestria Martin, please take a moment to adjust as your body takes a new form," Discord said. "Don't worry, it doesn't hurt."

Adapting the form of a Unicorn with a white coat, Martin stretched his legs out, trying to get used to the form, "This is quite unusual."

"Now, I bet you're wondering why I brought you here," Discord said.

"An explanation would be nice, honestly I don't even know where you came from, I don't recall reading about a creature such as yourself," Martin said.

"I'm quite unique, I doubt many on Earth know what I am," Discord said. "I am a Draconeques, you may call me Discord."

"Your form reminds me of that of a Chimera," Martin said.

That gave Discord a good hearty chuckle, "Oh my dear friend, even on Earth a Chimera is a combination of a lion, goat and snake. On Marvel Earth at least, funny story, Capcom's Chimera is just a mutated fly, pretty fascinating isn't it?"

"That sounds quite unusual" Martin said, a little weirded out.

"Blame Umbrella, but I should warn you, a Chimera does in fact exist in this world, with a tiger's head instead of a lion's, but equally as dangerous," Discord said. "Though last I saw it, it was safely imprisoned with Tartarus. I do hope you know a lot more about the mythical creatures of Greece, you may spot them in this world."

"Greek culture isn't my strongest suit but I believe I am familiar enough," Martin said.

"Good, now as for why I brought you here, I was hoping to reunite you with an old friend, a one, Peter Parker," Discord said.

"Peter's here?" Martin asked, almost sounding hopeful, before feeling a rage. "Spider-Man..."

"I need someone to help me keep Spider-Man on his hooves, with this whole plan that Tony Stark came up with, he might get too used to the peace, and he would definitely be disadvantaged against that army of villains I'm creating," Discord said.

"You're creating an army? What for?" Marin asked.

"Chaos, nothing more, nothing less," Discord said. "Which is where you come in, I'd like for you to help spread that chaos. I know how much you value chaos, almost as much as me and my dear friend Loki."

"Loki? So you've met the God of Mischief?" Martin asked. "Quite interesting."

"Yes, unfortunately he's off world with a few friends, probably going on a load of misadventures before the inevitable fall of Asgard," Discord said.

"The Fall of Asgard? How would that happen?" Martin asked.

"Don't worry about it, it's not something you need to be concerned about, I just need you to keep Peter busy for a bit," Discord said. "My invasion is happening in close to a year, I need everyone to be ready."

"Alright, but if I'm gonna do this, I might need some assistance," Martin said. "I want to rebuild my own army here, take a new fresh start."

"Oh that sounds wonderful, restarting your old business," Discord said. "I have a good place in mind for you to accomplish that goal too."

With a snap of his fingers, the two ended up an a city familiar to Martin, "Is this New York? Did you take me back home?"

"Not quite, this is Manehattan," Discord said. "It's like Manhattan, only with an 'e'."

"Did the ponies build this city in honor of Spider-Man?" Martin asked.

"Oh no, it already existed, you'd be surprised at how much our world has parallels with Earth," Discord said. "There are many theories as to how it's possible, but nothing concrete."

"Well regardless, this would be a great place to get started," Martin said.

"Think you can get by on your own for now then?" Discord asked.

"Leave it to me, I've started with nothing before, I can do it again," Martin said, trotting into the city.

"This should be interesting, normally when I bring a villain, they just go right into the action, aside from Magneto," Discord said. "Even Goku couldn't resist starting a fight right away, curious as to how our dear Martin Li will handle this.


With a snap, Discord returned to Tartarus, the villains there enjoying idle chatter.

"Oh hey, Discord's back," Sonata said, making her way over to the creature. "So anything new and exciting you want to share?"

"We might have a new friend, if he survives the trial, Discord said.

Shocker looked concerned, "It's not another super powered alien freak is it?"

"Oh no, not yet at least," Discord said. "Just wait until I go back to Marvel Earth, I heard there's an alien there who's literally done the Impossible."

"Just be careful who you bring over, make sure it's someone we can actually trust," Electro said.

"Yeah, you did bring Loki, I doubt he would want to cooperate with us," Mysterio said.

"Same with Mystique, can't trust a shapeshifter," Green Goblin said.

"Excuse me?" Chrysalis replied, walking into view. "I heard that."

"Well you said it yourself, you want to go and get your own revenge," Green Goblin pointed out.

"Yes, I do, I want revenge on Spider-Mane and Princess Twilight for setting up that trap," Chrysalis said. "Plus I want my chance at the pony who wounded me."

"You tell him my queen," Pharnyx said. "Spider-Mane and his buddies will rue the day they crossed us."

"Such eagerness," Discord said. "But back to what I was saying, who here has heard of Martin Li?"

"You mean Chinatown's Crime Lord?" Shocker asked.

"The very same, I gave him a chance to come here and start anew," Discord said. "He just might help us in our conquest, plus I think our Siren friends will like him, he can manipulate negative emotions just as well as they can. He is called Mister Negative for a reason."

"Hm, so he's not too different than us, that does sound interesting, it would make a nice buffet if he can help bring out the negativity," Adagio said. "Can he sing though?"

"Not that I'm aware," Discord said.

"That's fine, just leave the singing to us," Adagio said, checking her throat. "Ran into a little trouble on Equestria Earth, especially with Sunset Shimmer and that world's Elements of Harmony."

"Just watch out with Mister Negative though, he's not one to share when it comes to turf," Electro said. "You can ask Kingpin and The Hood just how territorial he can get."

"Plus his powers are super freaky, nothing anyone wants to get mixed up in," Shocker said.

"You all worry too much," Discord said. "If I see Martin Li as a problem, I will personally tend to it."

"Let's hope it doesn't," Adagio said. "Anyway we should run this by Tirek."

"You called for me?" Tirek said, making his way over with Annihilus.

"Ah Tirek, just the centaur I wanted to see," Discord said, then noticed a letter in his hand. "Oh, you have mail?"

"Just a pen pal from Ponyville," Tirek said.

"A pen pal?" Discord asked, everyone else looking just as surprised. "You never mentioned one.

"It's just been a few letters, apparently a pony did some heavy research on me after hearing of my existence from the School of Friendship, she found my powers fascinating," Tirek said.

"Hm, I might just have to dig into that," Discord said.

"Just don't expose her, this could work well to our benefit, you mentioned one of the heroes trying to set up some laws, she could be our inside," Tirek said.

"That's so cool, like our own little spy!" Sonata said. "Spider-Mane won't know what hit him."

"Just how did you get that letter? Since when to mail carriers come to Tartarus?" Shocker asked. "Also why wouldn't the mail carrier ask?"

"Don't ask, the lack of sense in this situation is what makes it fun," Discord said.

"Not for me! I need answers here!" Shocker said. "Seriously, enough with the vagueness!"

"Oh you're way too serious Herman," Discord said. "Just have fun for once."

"Yeah Hermie, it's all in good fun," Sonata said.

"Alright, don't call me 'Hermie', I draw the line there," Shocker said.

"Ha, looks like Shocker's having siren troubles," Electro taunted. "Or should I say, 'Hermie'."

"Hey shut up Maxwell!" Shocker said.

"Hey, be nice to Maxy!" Sonata said.

Electro's eyes widened in shock, "Maxy!?"

"I kind of like that," Aria said.

"You be quiet!" Electro shouted.

"Will you stop behaving like children," Mysterio scolded.

"Yeah, listen to Becky," Sonata said.

"Excuse me!?" Mysterio shouted in embarrassment. "That's a female's name! Why are you giving nicknames anyway!?"

As the bickering continued, Discord nervously stroked his chin, "I hope she doesn't try that with Wesker and his group...assuming I can find them again."

Adagio quietly crept over to Tirek, "So, this pony you've been writing to, who is she anyway?"

"A bright young girl from what I've seen," Tirek said. "Such an adorable sounding name too."


Back in Ponyville, Cozy Glow was seen sitting on the roof of the school, whistling a tune to herself as she stared across the town.

"This place is kind of nice from up here," Cozy held out her hooves as if she was trying to hold the down in them. "Also kind of small."

"Cozy Glow!" Came Jubilee's voice, the X-Men member making her way to the roof.

"Jubilee!" Cozy flew over to hug the girl. "Were you looking for me? Did you need something?"

"I just wanted to check on you, nothing more," Jubilee said, ruffling her mane. "Get this, we're gonna try to set up a field trip to Manehattan soon, I heard there's a lot of fun things to do there, and if it's anything like the city in my world, then it's gonna be a spectacle!"

"Golly, that sounds like fun!" Cozy Glow said.

"We just need to clear it with Twilight, and get some permission slips signed," Jubilee said.

"Oh..." Cozy seemed sad. "That might be hard for me to do."

"It might just be for the local ponies, I'll double check," Jubilee said.

"Maybe Peter and Twilight can just sign off, I stay at their house sometimes," Cozy Glow said.

"Hey it's fine, the trip won't be for a while anyway, you have time," Jubilee said. "We won't go without my favorite little gal anyway."

"Am I weally your favorite?" Cozy Glow asked.

Jubilee giggled to herself, "Cozy Glow, you really shouldn't be talking like that, but yes, you're really my favorite. It's probably wrong for me as a teacher to pick favorites but you're just so endearing. This may sound cliché, but you're a little sister."

"Peter told me that too," Cozy Glow said. "I feel lucky to have a big brother, a big sister and a best friend in Ocellus."

"Kurt mentioned you were close to her, he thinks it's adorable, but he also mentioned that you could be a bit clingy to her," Jubilee said.

"Am I really? I don't mean to be," Cozy Glow said.

"You never had many friends right?" Jubilee asked, getting a sad confirming nod. "Maybe that's why, you bonded so quickly with Ocellus that you don't want to let her go."

"I want to be her best friend forever," Cozy Glow said.

"And you will, just remember to mind your distance once in a while," Jubilee suggested, leading Cozy Glow off the roof. "Let's go for now, there's some cool stuff we can still do."

"Sounds fun," Cozy Glow said. "Also, when can we learn more about Mr. Stark's Accord things? Is he bringing more heroes?"

"Probably," Jubilee said.

"Are you gonna help?" Cozy Glow asked.

"Eh, I usually try not to get mixed up in government stuff, plus I'd rather be your teacher," Jubilee said. "But know that I'll still fight to keep you safe if I have to."

"Like you did when those baddies invaded Canterlot," Cozy Glow said.

"Yes, I'll fight anyone, regardless of what world they're from," Jubilee said.


At Canterlot, Steve is seen using his binoculars to check across the city, spotting Daredevil on a nearby roof, doing his patrols as promised to Iron Man.

"Yo Cap, on your left," came a familiar voice.

Steve turned to see a close friend of his, "Sam, its good to see you."

Sam Wilson, The Hero known as The Falcon, who unlike most of the heroes who came to Equestria, had taken the form of a Griffon as oppose to a pony, made his way over to Steve. "Same here."

"Did Tony ask you to come?" Steve asked.

"Yeah, he called me up, saying something about 'The Accords' or something like that," Falcon said. "What exactly is that about though? I tried asking and he just said a work in progress but something that can change our worlds."

"It has to do with a string of invasions and attacks by villains, mostly from our Earth, and occasionally from other worlds," Steve explained. "Tony wants to keep the worlds safe by creating a set of rules for heroes to follow, and even creating a proper routine for them. He's starting with Equestria and with luck he wants to bring it to our world."

"Creating a routine? Rules?" Falcon asked. "Like soldiers?"

"Well he used the term Mercenary, Daredevil wasn't fond of that term though," Steve said. "This is according to what he and Elektra told me."

"So he's starting this with this world and wants to bring it to ours," Falcon said. "Honestly this sounds like something Thunderbolt Ross would come up with."

"Well we do need to set some ground rules, the invasions hit this world hard," Steve explained. "Some ponies were hurt, or even killed. I can't allow more innocents to suffer, so for now I'm going with Tony's plan."

"You actually trust him?" Falcon asked. "Tony's a great hero but he can be a bit off his rocker."

"He's my friend, I'd like to trust him," Steve said. "But don't worry, I'll make sure to reign him in if he gets carried away. Though there isn't much he can do without approval from the Princesses."

"These Princesses co-rule?" Falcon asked. "No King or Queen?"

"No, Celestia told me that in tradition, the Princess rules over Equestria, she prefers 'Princess' because it sounds more approachable than 'Queen', or 'King' for that matter" Steve said. "Which I feel is a disservice to King T'Challa, who many ponies seem to find friendly. I know Princess Twilight is fond of him."

"Twilight's the second Princess in charge?" Falcon asked.

"No, Luna is," Steve said. "There's five Princesses, Celestia and Luna rule over Equestria, Celestia during the day and Luna at night. Twilight rules over Ponyville and Cadence rules over The Crystal Empire."

"Right, and Spider-Man's married to one of them right?" Falcon asked.

"Yes, Princess Twilight," Cap said. "She's a very modest pony, always humble and respectful to others. Peter picked a good wife to have, and a great mother to his daughter and soon to be born son."

"Good for him, so where does he stand with this Accords stuff?" Falcon asked.

"He's with Tony of course, you know how much Spider-Man respects him," Cap said.

"Well I'll give it a chance, for now at least," Falcon said.

"So, are you staying in Equestria?" Cap asked.

"I'll come back and forth, still got stuff to do on Earth," Falcon said, checking his talons. "Love the claws though."

"Still can't believe you took a non-pony form, that's actually pretty rare," Cap said.

"So, not the only one?" Falcon asked.

"Iron Fist turned into a Dragon, Storm and T'Challa turned into Zebras, even one of Logan's old enemies turned into a sabretooth-tiger, give you one guess who it was," Steve said.

"Wow, that's rough," Falcon said. "So do I need to change my hero name in this form?"

"Eh, it's possible, Peter had to be come Spider-Mane, Logan became Timber-Wolverine, Johnny became the Equine Torch, Tony became Iron Stallion, Iron Fist is now Iron Claw and I became Captain Equestria," Steve explained.

"Right...probably gonna stick with Earth names for most of them, I mean Spider-Mane sounds so stupid," Falcon said.

"Please do not say that in front of Peter, he actually hates it but he's stuck with it," Steve said. "Also it really isn't that bad, it rolls off the tongue quite well."

"You're way too nice," Falcon said, making his exit. "See you around, and let me know if anything happens."

"Will do!" Steve said, looking back across the distance, this time spotting Elektra looking down on the streets. "Hope they're not too bored, there's hardly any street crime in Equestria. But then again, I'd rather a safer community than excitement, and I'm very sure that Daredevil and Elektra feel the same way."


In the castle, another set of heroes were exploring with Tony, that being Carol Danvers and Kamala Khan, or better yet, Captain Marvel and her sidekick, Miss Marvel.

"Thanks to the Accords I'm planning, and with assistance from Reed and Doctor Hooves, I have the utmost confidence in our goal to properly shape this world and eventually ours," Tony said.

"Sounds interesting, and it looks like you're off to a decent start, even if most of the recruits are low level," Carol said.

"Best I can do for now, of course I can still call in Hawkeye, Black Widow and The Hulk if I need to," Tony said.

"The Hulk? You trust him to follow orders?" Carol asked.

"Bruce does have better control these days, just call him Professor Hulk," Tony joked. "But seriously, aside from them, I still have more in the cards. Just this morning I contacted Vision, he's more than willing to help protect this world, he's even working on making a pony version of himself, just so that he fits in a little better. It worked for those Fighting Robots from the Capcom world."

"Oh, did you ever consider inviting Ant Man?" Kamala said.

"Ant Man already lives here, he's in Ponyville," Tony said. "I might enroll him but he can be a bit of a slacker."

"I don't think she means Scott Lang," Carol asked.

"Oh, you meant Hank Pym," Tony said. "Eh, he hasn't been himself since he built Ultron, plus Scott's Ant Man now."

"It's worth asking, even if he's not Ant Man he's still a genius," Carol said.

"Well like I said, he's barely himself, one failure and everything falls apart, poor guy lost his marriage on top of that, how would he feel if he came to the world his ex-wife lives in and sees that she married a younger and more successful dragon," Tony said.

"Can you at least consider it?" Carol asked.

"Alright fine," Tony said. "Maybe he has some worth."

"Tony Stark!" Came Luna's voice, the mare flying in.

"Oh cool! You're one of the Princesses! Remember me!? I'm Kamala!" The girl said. "I was at the Changeling Treaty and when The Storm King invaded with Loki, Mystique and those two other guys from the other worlds."

"Right..." Luna said, not sure what to make of this girl. "Tony, I just got into contact with someone who refers to himself as Vision."

"Oh, is he done already?" Tony asked, then turned to the Marvels. "Hey, let's go meet up with him."

"Sounds good to me," Carol said, following after Tony with Kamala and Luna.


At the Parker home, Peter is resting on his balcony, leaving the Friendship Lessons to Twilight for the time being. He heard his name called, "Peter!"

"Sup Thunderlane!" Peter greeted, fist bumping the stallion.

"So, I had a chance to tell Rumble about Felicity," Thunderlane said.

"Alright, how did he take it?" Peter asked.

"He kind of flipped out at first since I never told him, but when I showed him, he immediately fell in love," Thunderlane said. "He's happy that he's an uncle, he even offered to foalsit for her today."

"That's great, Rumble's good with kids, he used to watch over my daughter at one point," Peter said.

"Yeah, he told me all about that," Thunderlane said. "Says she's like a little sister. Your daughter's cute so I don't blame him."

"Well speaking of my daughter, Twilight's trying to set her up with a new friend," Peter said. "It's Johnny's nephew Franklin, not sure if you know about him."

"I think I've heard of him, maybe from Rumble," Thunderlane said. "So, a boy huh? You cool with that?"

"Yeah, I think it's fine," Peter said.

"That's great, and if it goes really well, they might start to hit it off, if you know what I mean," Thunderlane said, shifting his eyebrows.

"I doubt it, Mayday's too young," Peter said.

"For now, kids grow up," Thunderlane said, somewhat feeling depressed. "Something I'm gonna have to deal with some day when my little girl starts catching [the eyes of the colts."

"Right...I mean it's fine, Mayday may have a few admirers but I'm not worried, she's a smart girl, Twilight and I will continue to raise her right," Peter said. "She already has Pound Cake crushing on her, too bad she's not interested."

"Well you'll probably be luckier than me, my worry is that Felicity might take after her mother," Thunderlane said.

"Then set an example for her, you said it yourself, you're more present in her life than she is," Peter said. "So you have more influence."

"Yeah, you're right, thing is I'm not that different than Felicia, I can be a flirt myself," Thunderlane said. "Of course now that I have a daughter, I don't really care much for being a random flirt these days, that mare could be someone else's daughter."

"A pony usually has a parent so I would say yes," Peter said.

"Which means I need to change for the better too, and hope that maybe Felicia will as well," Thunderlane said.

"Well don't give up your flirty nature too much, I mean you said yourself you want a marefriend," Peter said.

"Yeah, you're right," Thunderlane said. "Gotta make sure I do it right this time."

"Hey you probably did it right the first time, just make sure she's actually into boys," Peter said.

"Yeah here's the thing, I saw Felicia earlier today and I swear she was giving Johnny Storm the affectionate eye," Thunderlane said. "She turned away quickly because Rainbow Dash almost spotted her, but I'm finding that a bit weird and suspcious."

"Wow, wait til Twilight hears about that," Peter said.

"She's not too obsessed is she?" Thunderlane asked. "I mean I don't want to make that big a deal over it and I know how intense Twilight can get."

"She's just mad because Felicia wasn't loyal enough to you, and she feels like she ditched you and your daughter," Peter said. "Twilight just never liked her and if she does she deems something terrible, she will raise hell about it."

"Oh I don't doubt that," Thunderlane said. "Anyway I should fly off, thought about heading to Canterlot and asking Tony Stark and Captain Equestria more about this whole Equestrian Avengers thing."

"Hey if you also want to join The Wonderbolts, let me know, I'll talk to Spitfire for you," Peter said.

"That'd be awesome, thanks bro," Thunderlane said and flew off.

"Never thought I'd be friends with him, he's a really nice guy," Peter said. "Really deserves better than what happened with Felicia. Maybe I can help, at least for their daughter's sake."


Things were going well so far, at least it seemed that way. The heroes were unaware of the dangers that existed in Manehattan as Martin Li got to work on his own army.

While there he bumped into a fashionista, the mare not too happy, "Hey watch it!"

"Sorry ma'am, I'm new here so I don't know my way around very well," Martin explained.

"Yeah, I can tell," the mare said. "But it's fine, no big deal I guess."

"Allow me to introduce myself," Martin said. "I am Lee, I am an entrepreneur, and I was looking to build a business in town."

"An entrepreneur huh? That's pretty interesting," the mare said. "Got experience?"

"I do, I made quite a name for myself in my home town, but I am running into troubles, so I hoped to get a start here to help stay on top of my game," Martin said.

"Hm, okay, maybe we can help each other out," the mare said. "I ran into some troubles myself as well."

"Then we are two of a kind, I can tell you have a strong sense of business from just your appearance, you give off that confident aroma," Martin said.

"Oh yeah, I get that a lot, hehe, okay," the mare replied. "Maybe we can work something out. You said your name was Lee right?"

"Yes, that is correct," Martin said, somewhat deceptive.

"I'm Suri Polomare, I want to get back on top, so I think we can help each other out," Suri held out her hoof. "Do we have a deal?"

Martin shook her hood, the girl feeling a bit strange, "Yes, that we do." A new alliance was blooming.