• Published 30th Mar 2021
  • 408 Views, 25 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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Trouble in the City

Back in Ponyville, Peter and Twilight had returned home, expecting to see Mayday, Franklin, Susan and Derpy.

"We're home!" Peter called out, not getting answer. "Sue? Derpy? Mayday? Franklin?"

"Where could they be?" Twilight wondered. "Did they go out somewhere."

"Oh here's a note," Peter said, grabbing it to read it out loud. "Dear Peter and Twilight, Susie and I took Mayday and Franklin out for a walk, be back soon, signed Derpy."

"A walk, that sounds nice," Twilight said. "Wonder how long ago they left?"

"Thirty minutes," came a voice, the two turning to see Susan. "It could have gone better."

"Susan? Where's Mayday?" Peter asked.

"Right here!" Mayday said, stomping in, seemingly in a bad mood.

"Uh, what happened to Mayday?" Peter asked. "Why does she look so unhappy?"

"Did something happen honey?" Twilight asked her daughter.

"Bobby happened," Mayday bitterly said as she stormed off.

Peter groaned in annoyance, of course Bobby likely did something, of all his friends, Bobby seems to get on Mayday's nerves the most. "So what happened exactly?"


Not too long ago, Susan and Derpy were walking Mayday and Franklin through the park, Susan taking note of the peaceful atmosphere.

"I'm amazed at how calm and quiet this place is, not my typical ambiance," Susan said.

"You're from the city right? So there's not a lot of places you can go for nature walks right?" Derpy asked.

"No, I mean sometimes I'll take a walk through Central Park, it's actually pretty peaceful but still just as busy as the rest of Manhattan," Susan said.

"What's Central Park? What's it like?" Susan asked.

"The biggest park in New York City, it has a decent amount of places you can visit, including playgrounds, pools, baseball fields, you can even go bike riding or horse..." Susan took a moment to remember her company. "Er, well you get the point, there's a lot to do."

"Sounds fun," Derpy said. "You know since Equestria has a city just like Manhattan, and it's own big park, maybe there's similar stuff to do there as well."

"We'll make a note of it, maybe with Peter and Twilight's permission, we can bring Mayday and Franklin to the city," Susan said.

"Funny too, the School of Friendship is taking a field trip to Manehattan, maybe they can tell us about it and see if there's somewhere fun to go," Derpy said.

"That's a great idea," Susan said. "Alright, let's make plans for it."

Derpy nodded in agreement, then noticed an oncoming pony, "Hey it's one of the new heroes assigned to Ponyville."

Sue took a moment to see who it was, "Oh, it's Firestar."

"Hi Sue!" Firestar said, landing beside the hero. "Hello to your friend too."

"This is Derpy, Reed's working with her husband on something, so we're here with my son and Peter's daughter," Susan said, then called the foals over. "Franklin! Mayday! Come say hello!"

Franklin was the first to make his way over, "Hi Angel."

"Hi little Frankie," Firestar said, rubbing his mane. "Just as cute as a pony as you are as a boy."

"Uh, thanks Angel," Franklin said, blushing a bit.

Firestar turned her attention to the filly beside him, "And Mayday, funny, I've been here a few days and this is the first time we might actually had a chance to really speak with each other, I see you sometimes with your dad but you're always busy with something."

"There isn't much for me to talk about, I'm just the daughter of Spider-Mane and The Princess of Friendship, and an aspiring scientist," Mayday said.

"Mayday used to be friendlier, my brother mentioned that she loved his company and the company of the othe heroes that lived here, including Wolverine," Susan said.

"Oh yeah, Bobby's told me his share of stories of Mayday," Firestar said.

"Bobby? What could he have to say about me?" Mayday asked in an almost sassy way.

"Nothing bad, he just said you're a sassy little firecracker, but underneath all that you're a sweet little girl, and, in his words, very adorkable," Firestar said.

"I'm what!?" Mayday shouted. "First of all, Adorkable isn't even a proper word! Second if he wants a firecracker I'll show him fire hot enough to melt his stupid grin!"

Susan turned to Derpy, "Is she usually like this?"

"I don't know, usually she's just really quiet," Derpy said.

Firestar took a moment to register Mayday's little outburst, then playfully rubbed her mane," Wow, you're so adorable when you get mad."

"I am not trying to be adorable!" Mayday angrily stated, puffing out her cheeks in annoyance.

"I know, but I can't help but find you cute," Firestar said. "It's like Peter would probably say, girls are cute when they're mad."

"Peter does say that," Derpy said. "I hear it's one of the reasons he likes Twilight."

"Hopefully not the sole reason," Susan joked.

"Well I'm about to get REAL cute then, especially once I find Bobby," Mayday said. "That guy thinks he's cool because he's literally made of ice, I've seen campfires cooler than he is, and when I spot him-"

Suddenly Mayday got hit in the head with a snowball, "You'll what shrimp!?"

"Bobby?" Susan said, taking note of the ice mutant.

"Sup Sue? Sup muffin mare! Hey Angel! Hi Franklin!" Bobby greeted to the others in the vicinity.

"Uh, hi Bobby," Susan greeted.

"My name is Derpy by the way," the muffin loving mare reminded.

"Right, but when I think you, I think of muffins," Bobby said. "I just might call you the Muffin Mare."

"And I just might call you a dumbass!" Mayday shouted, stomping over to the ice mutant.

"Hey! Language young lady!" Susan said.

"Huh? Wonder where she learned a word like that?" Firestar said.

"Probably from Logan or something," Bobby said, then noticed Mayday stopped right in front of him, glaring daggers. "Sup?"

"SUP!?" Mayday shouted. "You threw a snowball at my head!"

"Yeah, it's really darn hot today so I figured you could use something to help you cool off," Bobby said. "So, me being the cool guy that I am, literally." His joke just irritated Mayday more, not that he cared, "I figured you could use a little cold to balance the dreadful heatwaves."

"First off, it's not hot at all, second, throwing a snowball does not cool people off!" Mayday said. "It's just annoying!"

"Snowballs are fun, maybe you just need to be outside more," Bobby joked. "I mean, you were born around the time of Winter Wrap-Up weren't you? Snow is a part of you."

"If I was born around Winter Wrap Up then that means I wanted to be done with snowy weather, which means you are my natural enemy," Mayday said.

"Ah, a Spring Chicken huh?" Bobby said, making the clucking sounds.

"H-hey! Are you calling me a chicken!?" Mayday shouted in annoyance.

"Of course not, you seem more like a duck because you 'quack' me up," Bobby said.

Mayday raised her eyebrow in confusion, "That was terrible! You're terrible!" Mayday turned to leave. "I can't put up with this, if I stick around you any longer my brain cells are going to decay into nothing."

"Aw but we were just having fun, no need to give me the cold shoulder," Bobby said, using his powers to cover her shoulder area with ice.

"Cut that out!" Mayday shouted as she rubbed the snow off. "You're so immature!"

"You gotta learn to have fun, can't be exciting with your face stuck in a book all day long, Rarity said that before Twilight came to Ponyville she was the same way," Bobby said. "Do you really want to end up as boring as your mother was? Especially with a father as fun as Peter?"

"What I do isn't any of yours or anyone's business," Mayday said. "I'm going back home, where I don't have to be around ponies!"

"Uh, Mayday, maybe you should try to put a damper on your foul mood," Susan suggested. "Bobby doesn't mean to be annoying."

"Well he is!" Mayday said, storming off.

"Well that went downhill," Derpy said.

Firestar turned her attention to her friend, "Think you overdid it there Bobby?"

"Hey Johnny did warn me that she's been a stick in the mud lately, I figured if I messed with her a bit she would either fight back or get witty herself," Bobby said.

"Come to think of it, she used to be a little bit snarky," Derpy said.

"Yeah, according to Ben, she pulled her share of pranks during that Beach Vacation from a few years back," Susan said.

"Exactly, where did that Mayday go?" Bobby said, almost missing her pranks. "I mean, maybe it could be worse but it really seems like over time she just became moodier. And she's not even a teenager yet!"

"Maybe something's bothering her?" Firestar suggested. "Maybe one of you can get her to open up."

"I hope it's that easy, depends if she's willing to talk about her emotions," Susan said.

"Um, excuse me mom," Franklin said. "Shouldn't we be going with Mayday before she gets too far?"

Susan's eyes widened, "Oh thanks for that Franklin." She turned to Derpy, "Let's hurry."

"Right behind you," Derpy said as she, Susan and Franklin rushed to catch up with Mayday, though not before overhearing a few things.

"What a fussy young girl Peter raised," Bobby said. "What a shame, she could have been so much more fun."

"Kind of hard to have fun when you get hit with a snowball, and when you were messing with her the way you were," Firestar said.

"She knows it was all in good fun, she used to mess with me like that too," Bobby said. "Ever since she got her Cutie Mark though, she's been in a pretty bad mood."

"Cutie Mark?" Firestar asked.

"The mark on a pony's butt. They call it a Cutie Mark, it shows their talent and what that pony excels at," Bobby explained. "I can't figure out Mayday's though, it just looks like her parents' meshed up together."

"So theoretically, I can get one?" Firestar asked.

"Yeah, might be easier since you already have your talent, you just have to do that talent as a pony or something," Bobby said. "Some ponies don't care for one though, like one pony that used to stay at Peter's house, a colt named Rumble."

"Peter took in a colt?" Firestar asked.

"Just for a little bit, that's quite a long story, next time we get together with Peter, we'll give you the details," Bobby said. "There's still quite a bit to tell you."

Derpy wanted to stay more but Susan needed her assistance, so she quickly followed after the mare.


Back in the present, Peter was seen shaking his head in annoyance, "Bobby seems to get some enjoyment out of messing with Mayday, one day it's gonna bite him where he would not want to get bitten."

"I think Bobby mentioned something about Mayday's Cutie Mark," Derpy said. "Has she said anything about it?"

"Not really, of course she barely seemed interested when she saw it," Peter said. "She did seem kind of confused though."

"How did she get it?" Susan asked.

"She got it while we were working in our lab, I think it's suppose to symbolize Family Hobbies," Peter said.

"Which is my theory," Twilight said. "She loves spending time with Peter, and a lot of intuition was partially my influence, so just a combination of my drive plus her shared talent with Peter made way for her Cutie Mark."

"So weird how these marks just magically appear, I mean can you will them away?" Susan asked.

"I don't think so, I don't know anypony who would even want to," Twilight said.

"What about Rumble?" Derpy said.

"Rumble's...unique," Twilight replied, though she herself barely understood the boy's reasonings for not wanting a mark. "I hope he hasn't negatively influenced Mayday."

"Come on, it's Rumble, he wouldn't want to be a negative influence," Peter said.

"He might have done so by mistake," Susan said. "Or unintentionally."

"Yeah, he thinks Cutie Marks are a waste, so in his mind he wouldn't have negatively influenced Mayday if he got her thinking the same thing," Derpy said.

"Let's not jump to conclusions, we don't know for sure," Peter said. "It could have been anything else."

"Yeah, Peter's right, maybe it's something you should try talking to Mayday about, let her know her Cutie Mark is fine and it shouldn't define her," Susan said.

"Yeah, you're right, it is just a mark in the end," Twilight said. "We'll talk this over later."

"Where did she go anyway?" Derpy said, looking around. "And where's Franklin?"

"Mayday probably went to her room to cool off, and I guess Franklin followed her," Peter said. "Hope she's not annoyed though, when Mayday's in a bad mood, she does not like talking to anyone."

"I think it'll be fine, as long as Franklin doesn't do anything to set off her annoyance," Susan said.

"Franklin? Be annoying?" Twilight asked. "He seems like such a nice boy, I can't imagine him being annoying."

"Oh he has his moments, I usually have to keep him in line," Susan said. "It's partially Johnny's influence, even if he's not around as much he still rubbed off on Franklin."

"Gee, I hope he hasn't rubbed off on Mayday," Twilight said.

"Probably not if Mayday's gotten this moody," Peter said. "If Bobby hit Johnny with a snowball, Johnny would return the favor with fire."

"Kind of harsh, considering Bobby's made of ice," Twilight said.

"Hey Bobby can take it, as long as Johnny doesn't go Supernova," Peter said. "Of course Bobby's no pushover with his ice powers so it won't be that easy."

"Wonder what a fight between them would be like?" Twilight wondered. "Closest was when he got mind controlled by the Capcom villains."

"Yeah he held back a bit, thankfully," Peter said. "He could have frozen the entire Crystal Empire like nothing."

"Bobby's so much stronger than people realize, same could be said for any of the other heroes," Susan said. "You can't imagine how much we have to hold back Twilight, Johnny could destroy the planet with his fire if he's not careful."

"Yes, Peter does hold back, and I need to as well," Twilight said. "It's important for a hero to be responsible with his or her powers. One point to Tony's Accords after all."

"Thankfully Johnny's got his powers under control," Peter said. "Well I should go check on Mayday, hey Twi, when will those students be getting back from their trip?"

"In a couple of hours," Twilight said. "Trixie, Starlight, Kurt and Jubilee will let us know when they get here."

"Wonder how they're doing now though?" Peter wondered. "Bet they're having the time of their life."


Meanwhile in Manehatten...

"Cozy Glow!" Jubiliee shouted, frantically checking every corner she can reach. "Cozy where are you!?"

"How did we lose track of her? She was right behind us!" Smolder said.

"Quick, think, when was the last time anyone saw her?" Starlight asked, trying to stay calm during this.

"Uh, back at Tony Stark's building," Gallus said. "When she said that weird thing about power or whatever."

"Hasn't anyone seen her since though?" Starlight asked, losing her calming state.

"Sorry, we haven't," Sandbar said. "We were too busy checking out the view."

Starlight's eye twitched as she began nervously laughing, a discomforting sight for the others, "Oh man, when Twilight finds out we lost one of her students, she's gonna have a meltdown."

"Let's not lose hope," Kurt said. "We can still find her, this city is relatively safe correct?"

"Well yeah, but it's huge!" Starlight said. "It will be difficult to find her!"

"Difficult, yes, but not impossible," Kurt reminded. "We will find her, and she'll be safely back with us in no time, let's just have faith."

"Right, faith," Starlight said. "Alright, let's spread out."

"We saw some heroes before didn't we?" Trixie asked. "Let's see if one of them have seen Cozy Glow."

"Good idea," Kurt said. "Trixie, you stay with the students, the rest of us will spread out to find Cozy Glow."

"Wait, can we help?" Ocellus asked.

"I appreciate the offer but I'd rather not risk you getting lost as well," Starlight said. "Just stay here with Trixie, we'll be right back!"

Starlight, Kurt and Jubilee quickly spread out into the city, leaving Trixie behind with the other students.

"Wait, why do we need a chaperone, we're all practically adults?" Gallus pointed out.

"It's safety stuff, besides there are kids here too, this way we can all keep an eye out for each other," Silverstream said, then turned to her friends. "Isn't that right everyone?"

"Yeah, besides it'd be easier to just wait, especially when two of our teachers can easily teleport," Sandbar said. "Until then, let's just find someway to pass the time."

"It'd be easier to pass the time if we were actually doing something and not waiting to find Cozy Glow, way to be irresponsible," Gallus said.

"I'm with Gallus, she really screwed up here," Smolder bitterly said.

"Hey take it easy, she made a mistake, happens to everyone," Silverstream said. "Remember the trouble we caused at school and got it shut down? It's important to be understanding."

"What do you think Ocellus, you're closer to Cozy Glow," Sandbar said, then noticed the Changeling attempting to sneak away. "Hey where are you going?"

"Yeah, if you're gonna sneak off, at least shapeshift," Gallus pointed out.

Ocellus felt startled upon being caught and sheepishly turned to the others, "I want to find Cozy Glow, I'm worried about her."

"You heard what Starlight said, we have to stay here," Smolder said.

"I can't sit back and do nothing though, Cozy Glow's my friend," Ocellus said. "Aren't any of you worried?"

"A little," Sandbar said.

"I am of course," Silversteam added.

"Eh, she's a bit weird," Gallus said, receiving a few glares. "But, I suppose this isn't ideal for her either."

"Yona agree, we all should find pony," Yona said. "She one of us."

"Even so, how do we sneak off without Trixie knowing?" Smolder asked. "Anyone have a plan?"

"We might not need one, look," Silverstream said, gesturing to the oncoming Elektra, having been waved down by Trixie.

"Oh thank goodness I got your attention, I could really use your help," Trixie said.

"What do you need?" Elektra asked.

"One of the students I'm chaperoning is lost in the city," Trixie explained. "Her name is Cozy Glow, we lost her near the Stark Industries building. She's a small, pink Pegasus with a blue curly mane, and a Rook for a Cutie Mark."

"Cute Mark...the mark on a pony's side correct?" Elektra asked.

"Yes, she also has these adorable little freckles," Trixie said. "She got separated from us during a school trip."

"I'll help find her, I'll contact Daredevil too and let him know," Elektra said. "Is anyone looking for her? Other teachers?"

"Yes, my friend Starlight and two X-Men, Nightcrawler and Jubilee," Trixie explained.

"Well Nightcrawler should have an easier time given his powers," Elektra said. "I'll head out, you wait here until I return, hopefully with Cozy Glow."

"Oh thank you, I do appreciate that," Trixie said.

"Also, be on your guard," Elektra said. "Something strange is going on in this town, I'll have to move fast to make sure this girl isn't in danger.

Elektra quickly headed off, leaving a concerned Trixie behind. "That was ominous, oh well at least that's one more set of eyes patrolling the city. Hopefully it won't be long before Cozy Glow is found."

It was during this that conversation that Ocellus and the others took off to find Cozy Glow themselves.


Meanwhile in the city, Starlight was seen running through, teleporting to each possible area, hoping to find this poor filly. "Come on, where are you Cozy Glow!?"

As she patrolled through, a couple of ponies turned her way, their eyes glowing in a demonic aura. They slowly approached Starlight as she was seen talking with a Manehatten local.

"Have you seen a pink Pegasus with a blue mane?" Starlight asked, the pony shaking his head. She immediately turned to another, "How about you? Have you seen a pony?"

"No sorry," the mare said.

Starlight groaned in annoyance and continued looking around, unaware that the ponies were now following after her. Starlight continued to search and ask around, some ponies trying to be as helpful as they could, others rudely brushing her off, some annoying Starlight.

"Twilight should send a bunch of Friendship Lessons to the ponies of this city," Starlight mused. As she continued walking she heard a noise near a alley. "Cozy Glow!?"

She rushed over in hopes of finding the filly, but instead finding nothing of interest. Just some rats running around, disgusting her a bit.

"So much for that," she turned around and found herself surrounded by four ponies. "Uh, can I help you?" The ponies did not answer, instead they just walked forward, Starlight taking a step back. "Uh, I don't know what this is about, but I'm in a hurry, I'm gonna need you to step aside." Of course none of them complied, Starlight began to sense danger, her defenses kicking in, the mare ready for a fight. "I'm warning you, I fought Spider-Mane, and I was a tough opponent."

The ponies lunged at her, but before Starlight could react, Daredevil had arrived to kick one in the face. He then used his short-rod to smack two others. He turned to the fourth, ready to attack but Starlight had beat him to the punch with a magic blast, knocking him through some cans.

"Oh, you can fight?" Daredevil asked.

"Yeah, I'm pretty tough," Starlight said.

"So I heard, correct me if I'm wrong but I believe you mentioned fighting Spider-Man," Daredevil said.

"Not just him, some of his friends too, granted I had some eventual assistance from Loki but I could still hold my own," Starlight said. "I appreciate you coming to help me though, you're Daredevil correct? A hero from Earth?"

"Yes, and you are?" Daredevil asked.

"Starlight Glimmer," the mare replied.

"Think I heard your name mentioned once or twice," Daredevil said. "Nice to formally meet you."

The ponies began struggling to stand, Daredevil whacked one back down, Starlight blasted the other.

"Yeah don't try running off you creeps," Starlight said, using some magic to bind them. "I don't suppose you know what this is about."

"I'm not sure, I've noticed something strange happening the last couple of days since I've been here," Daredevil said. "Seems like there's some sort of gang to look out for in this city. I was a bit surprised, from the way Tony Stark and Princess Luna made it sound, ponies here were rude but not crooks. Something strange is happening."

"If that's true, then I need to hurry," Starlight said. "I have to find a young girl before it's too late."

"A missing girl?" Daredevil asked.

"Yes, a Pegasus filly named Cozy Glow," Starlight said.

"I'll do my best to find her then," Daredevil said. "Anything I should know about her?"

"Well she's has pink fur and a blue curly mane," Starlight said. "Does that help?"

"Somewhat, truthfully I had trouble distinguishing colors, but I can at least ask around," Daredevil said.

"Oh, are you color blind?" Starlight asked.

"I'm blind period actually, been that way since I was a boy," Daredevil explained.

"Wait, you're blind!? As in you can't see!?" Starlight asked.

"I can see, just differently," Daredevil explained. "I'll be happy to go more in depth later, but right now it's imperative we find this girl, she might be targeted by this gang."

"R-right, good point!" Starlight said. "Let's hurry!"


Elsewhere Nightcrawler was teleporting through the city, trying his hardest to find Cozy Glow. Despite his calm demeanor, he was greatly concerned for the whereabouts of this filly.

"I hope I find her, I could never forgive myself if something bad happened to her," Kurt quickly zipped around the city until he heard a scream. "That's not Cozy Glow, but someone still needs assistance."

He searched around until he spotted a mare with a blue mane and green sweater being backed into a corner. "Back away you brutes!"

"Hey you!" Kurt got their attention, quickly teleporting in with a kick to one's head. The others jumped in an attempt to dogpile the X-Men hero, but he quickly teleported out of the way, and continued to zip around, kicking everyone in sight, ending with an uppercut to a brute right into a dumpster.

"Wow, that was impressive!" the mare said. "You one of them superhero ponies?"

"Somewhat," Kurt said. "I am Nightcrawler, but you may call me Kurt."

"Blueberry Curls," the mare introduced. "Gracias amigo, that was really brave of you."

"It's nothing, I just did what anyone would do," Kurt said.

"You must me new here, ponies ain't exactly friendly in this city," Blueberry said. "Granted this is definitely new, never had a bunch of brutes gang up on me."

"That so?" Kurt eyed the KOed guys. Acting quickly he checked the dumpster and fortunately found a clothesline that he used to tie up the bad guys. "Are there any local authorities nearby?"

"I can call for some," Blueberry said.

"Do that, I have to go, there's a little filly lost out in the city," Kurt said.

"Oh my, can I do anything to help? Blueberry asked.

"If you could keep an eye out for her as well, maybe let the authorities know she's missing," Kurt said. "She's a Pegasus with pink fur and a blue mane, her name is Cozy Glow."

"Alright, you got it," Blueberry said, the two splitting up once again.


In another part of town, Jubilee is seen asking some ponies about the whereabouts of Cozy Glow, hoping one of them has seen her. Fortunately her luck seemingly took a turn for the better.

"Excuse me Miss, are you looking for a child? A small Pegasus perhaps?" Came the voice of Martin Li as the disguised villain made his way over to Jubilee. She could swear she's seen him before but she can't place her non-existent finger on it.

"Yes, have you seen anyone like that?" Jubilee asked.

"Why yes, she stumbled into my assistant not too long ago, she seemed rather distraught," Martin said.

"Oh, my poor little Cozy Glow," Jubilee said. "You gotta take me to her."

"But of course, this way if you would please," Martin said, leading Jubilee toward his building. "But do hurry, some strange activity has been going on as of late."

"Strange activity?" Jubilee asked.

"There are some shady ponies roaming this city, if we aren't careful, we might find ourselves in danger, now hurry along," Martin said, Jubilee following closely.


Back with The Student Six, the group searched high and low for Cozy Glow, Ocellus really putting in the most effort into finding the girl, including asking as many ponies as she could.

"Oh where could she be!?" Ocellus frantically looked around, leading her friends toward the edge of a park. "I should have kept a better eye on her."

"Don't worry, we'll find her," Sandbar reassured.

"Gotta say, this is the most I've seen you talk to others," Gallus said. "You must really be worried."

"Aren't you worried too?" Ocellus asked.

"Well, maybe, a little," Gallus said.

"Come on dude, Cozy's our friend, if you were lost she'd help look for you," Sandbar said.

"Sandbar right, Cozy Glow one of us, we search harder!" Yona declared.

"Let's hurry though, I don't want to get in trouble over this," Smolder said. She then noticed a few ponies glaring their direction. "Don't look now but I think we caught the attention of some of the locals."

"Huh?" Sandbar was about to turn when Smolder shouted.

"Don't look I said! They'll know we know about them," Smolder said.

"Wait, maybe that's a good thing, they might know where Cozy Glow is!" Silverstream said.

"Worth a shot," Gallus replied.

Silversteam turned to the ponies in question, "Hey, any of you seen a Pegasus filly? Pink fur and blue mane?"

"She's also got freckles!" Gallus said.

The ponies did not reply, they just ominously approached the group, worrying them a fair bit.

"They're creeping me out," Gallus said.

"What should we do?" Sandbar asked.

"Uh..." Silversteam looked around, "Let's just keep walking until we get to a more populated area."

"Good idea," Ocellus said, trying to step back with the others. Unfortunately a few of them teleported in front of the student six.

"We can't let you leave."

"Hey pal, you do NOT want to mess with us," Smolder warned.

Gallus considered his options, he could just fly off, maybe find a hero to help, or anypony who could, but that would risk leaving his friends behind. Plus there's some Pegasus ponies among this gang, they'll just fly after him.

"The trouble Cozy Glow puts us through," Gallus said.

"I'm warning you, stay back!" Smolder said. "I won't tell you again!"

"Get them!"

The moment one group lunged in, Smolder wasted no time breathing fire, stopping them in their path. Ocellus quickly jumped through the fire in cragidile form to collide against the opposing ponies.

The villains in the other side tried attacking but Yona rammed through them like a bowling ball through pins, leaving many of them dazed and open for Gallus and Silverstream to attack. One tried attacking Sandbar from behind but he jumped aside and kicked dirt at the pony's face, stunning him enough to deliver a headbutt.

"Ow!" Sandbar rubbed his head. "That actually hurts, why do heroes use that technique?"

This fighting did start to attract attention from other ponies, namely Elektra, the mare still trying to find Cozy Glow. "What in the world?"

A few more enemy ponies started to arrive, some of the unicorns blasting magic at the six. Ocellus quickly put up a barrier and then charged her own magic to zap the ponies while Silversteam and Gallus flew in to attack some more.

"We should leave! Maybe find one of those heroes to help!" Sandbar suggested.

"We need to make an opening first!" Ocellus said. "At the very least make sure they don't directly follow us, otherwise they might attack in a crowd of innocent ponies."

A few ponies tried flanking them, but fortunately Elektra had arrived, kicking one down and using the helm of her sai to punch the other.

This caught the attention of Silverstream, "Isn't that the mare that was talking with Trixie earlier?"

"Wow she travels fast," Gallus said.

Elektra turned to the students, "You kids! With me!"

"We're not kids!" Smolder said.

"Argue later! Go with the hero!" Gallus said, flying toward Elektra. The other ponies tried to attack but were no match for Elektra's martial arts skills, the talented ponies taking them down with precise strikes and kicks, using her sais in non-lethal ways to assist in her battle tactics.

"Wow she's good," Sandbar said, admiring this mare.

After knocking the last one out, Elektra turned her attention to the group of friends, "Are the six of you alright?"

"Thanks to you we are," Sandbar said, a hint of a blush on his face. "You're so awesome!"

"Yeah! We're so glad you showed up when you did!" Silversteam said.

"It's nothing, but I am impressed with you six, seems like you did a good job of fending them off," Elektra said. "How did this happen?"

"We don't know, one minute we're trying to find our friend, the next we got attacked," Silverstream explained.

"Friend? Is this related to that Pegasus that got lost somewhere in this city?" Elektra asked.

"Yes, our friend Cozy Glow," Ocellus said. "We were trying to find her!"

"You six are part of that class then, do your teachers know you went to find her?" Elektra asked.

"Well...no, not exactly," Silverstream said.

"I know you're worried about your friend, but sneaking away to find her isn't the answer, what if they find her and get back just to find six more students had left," Elektra said.

"I mean, we're practically adults, Cozy Glow is still a little girl," Smolder said.

"Regardless, I think it'd be best if I got you back to your class, I will look for Cozy Glow right afterwards," Elektra said. "Daredevil is out there as well, his powers make it easier for him to find a person, or a pony better said."

"Well you heard the mare, we'll leave Cozy Glow to her," Gallus said. "So can we go now?"

"But, what about Cozy Glow?" Ocellus said. "She needs as many ponies looking for her as possible!"

"Young girl, I know you're worried about your friend but you need to consider your own safety too, plus your teacher might have noticed you left, you're just going to cause them to be stressed out even more," Elektra said. "Now let's go."

The group followed after Elektra, including a very reluctant Ocellus, the changeling still keeping an eye out for Cozy Glow. Before leaving, Elektra signaled a nearby officer about the gang of ponies, allowing them to be taken in before they could escape again.


Elsewhere Daredevil is seen knocking another gangster pony back, Starlight using her magic to bound him.

"How long has this been happening?" Starlight asked.

"About a week," Daredevil said. "Everypony I've talked to about this has mentioned how unusual it was."

"That is odd," Starlight said. "Might be a pony mind controlling others. Or worse, a lingering villain from Earth."

"This world has been getting invasions from mine, correct?" Daredevil asked.

"Yes, though usually those invasions consist of a pony coming to our world and wreaking havoc, for a pony to work in the sidelines..." Starlight suddenly grew nervous. "It seems like something Loki would do."

"Loki? You think he might be behind this?" Daredevil asked.

"It's a strong possibility," Starlight said. "I should let Peter and Twilight know that."

"We'll do that first chance we get," Daredevil said.

"Starlight!" came Jubilee's voice. The two turned to see the excitable mutant making her way over with Martin by her side. "Oh, you're with Daredevil too! Neat!"

"Hey Jubilee, what's up?" Starlight asked.

"This pony found Cozy Glow!" Jubilee said, gesturing to Martin.

"She is in my office with my assistant, she's perfectly safe," Martin reassured.

"Oh thank Goodness," Starlight said. "So glad you found her."

"That takes care of that at least," Daredevil said. "And you say this pony found her?"

"Yes, his name is Lee," Jubilee said.

"An honor to make your acquaintance," Martin said, bowing to the two.

Daredevil couldn't help but find this guy's voice very familiar, in fact he could sense a lot of familiar things about him, but he couldn't identify for sure what it was, "Uh-huh...well if you don't mind, would you take me to her?"

"Certainly," Martin said. "This way."

After a few minutes, Martin had led his three accompaniers to his building, Jubilee looking pretty fascinated, "Wow, nice place."

"Xie-xie, Jubilee. I just started working on it with my assistant I believe we are making great progress," Martin said.

"Starting up a business?" Daredevil asked. "Of what may I ask?"

"Well my assistant is an aspiring fashionista, so I want to help her achieve that goal, and hopefully that success can lead to even more success and we can branch out into other endeavors," Martin explained.

"That's so neat," Jubilee said. "A fashionista, just like Rarity."

"She's mentioned a Rarity, said they had a falling out of sorts," Martin said. "I do hope that in time the two can learn to forgive one another, it's such a waste to bear grudges."

"Something I learned the hard way myself once before," Starlight said.

"What matters is that you took something from the experience, and I trust you know not to hold grudges," Martin said.

"I have friends now, they help me through my problems," Starlight said.

"Friendship is a wonderful thing, isn't it?" Martin said.

"Friendship is Magic!" Jubilee said. "That's what Princess Twilight would say."

"Sounds like a wise Princess then," Martin said.

"Oh she is, she's the one who opened the School of Friendship, and gave me a job there, which I absolutely love," Jubilee said.

"She's the one that Spider-Man married, correct?" Daredevil asked, this piquing Martin's curiosity.

"Yes, they're such a cute couple too," Jubilee said.

"That's nice, I'd love to hear more," Martin said. "I can be a sucker for romance at times."

"Oh me too, I'd love a guy like Peter," Jubilee said.

"Same," Starlight admitted.

Martin went to the other room, "Suri, Cozy Glow, if you could come this way?"

Suri was the first to step out, taking a look at the others, "Isn't one of those ponies a superhero or something? He's got a suit like Spider-Mane."

"I'm Daredevil, not sure if you've seen me around," Daredevil replied.

"Oh right, I think I remember you," Suri said.

Cozy was the next to step out, an immediately noticed her teachers, "Jubilee! Starlight!"

"Cozy Glow!" Jubilee rushed over and brought her in for a hug. "Oh my sweet little Cozy, I'm so glad you're safe!"

"Me too," Starlight said, feeling relieved. "At least we won't say we lost track of a student."

Jubilee broke the hug, turning on her worried and stern approach, "You had us worried sick Cozy, how did you get lost from us?"

"I'm weally sowwy about that," Cozy Glow said. "I just thought Stark Tower looked weally neat!"

"Is she baby talking?" Daredevil asked Starlight.

"She does that from time to time, personally I find it annoying," Starlight said.

"Yeah it would get annoying fast," Daredevil said.

Jubilee rubbed Cozy Glow's head, "I'm just glad you're safe at least, but please try not to do this again, I don't want anything bad happening to you."

"I pwomise," Cozy Glow said, hugging Jubilee. "Thank you for being there for me."

"It's no trouble," Jubilee said, hugging the filly back.

"Yeah, yeah, how cute, now if you're done, take her home or whatever already," Suri said. "This is a business, not a daycare center."

"Suri, please, be courteous to our guests," Martin said. He turned to the others, "I humbly apologize for my assistant."

"Partner!" Suri corrected. "We're business partners."

"My mistake," Martin said.

Starlight whispered to Daredevil, "What a nag."

"Uh-huh," Daredevil agreed.

"It's all good Lee, now we really should get going," Jubilee said. "Starlight, Daredevil, let's go look for Nightcrawler and let him know Cozy Glow's safe."

"Hopefully we can rendezvous with Elektra," Daredevil said, turning to his ear piece. "I'll contact her now actually, we still have that other matter to explain."

As the heroes left, Martin turned his attention to Suri, "So, did you and Cozy Glow have a nice conversation?"

"Believe it or not, that girl would have a lot of business potential, she's quite ambitious," Suri said. "We should try to nurture that."

"I wouldn't mind seeing her again," Martin said. "In fact, I wouldn't mind seeing any of them again, maybe we can make a trip or two to their hometown. Oh, if only I asked, I don't think I recall where Spider-Mane lives."

"Oh he lives in a town called Ponyville, along with Rarity," Suri said.

"Wonderful, let us make a business trip there soon, should be fun," Martin said, a bit of an ominous aura surrounding him. "A chance to see Spider-Mane up close, him and all his friends. Should be interesting."

"I guess," Suri said, making her way into the other room. "Time to get back to work."

"You do that, I have business of my own to attend to," Martin said, making his way out the store and toward an alley. Within moments, more ominous ponies started to surround him, Martin's eyes glowing as his body turned into a black void with white outlines. "Seems like you've all made quite the presence today. In time I expect our legion to grow stronger as we slowly dominate this city, and make all it's inhabitants subjects to our rule. It won't be easy, especially with the heroes of my world residing here, and the unknown threat of the Equestrian heroes. But that will only be a temporary problem, I have planned things out several steps in advance. Just like a game of chess, we will slowly knock off all the pieces before we reach our checkmate." Martin looked back down the alley, the direction the other ponies have gone. "And something tells me, our best piece here might be a Rook."


Later in the day, Twilight and Peter are seen waiting at the train station, during this Twilight was on a call with Sunset Shimmer, the girl broadcasting where she currently was.

"Exploring the Capcom world is such an amazing thing Twilight, I got to see Suzaku Castle, where Ryu trains," Sunset said. "And just recently I got a tour of Dante's business."

"That's great, I'm so happy you're enjoying yourself," Twilight said.

"Oh you bet I am, soon I'm going to see the BSAA Headquarters where Chris works, I might even get to explore the old ruins of Raccoon City," Sunset said.

"Is that safe?" Peter asked, chiming in.

"It should be, no traces of the T-Virus have been found, and even so, I'll have Chris with me, so it's safe," Sunset said.

"It's great to know you're having fun out there," Twilight said. "Where else are you thinking of exploring?"

"Chun-Li suggested Kamiki village, where the Sun Goddess of this world resides," Sunset said. "I also want to go to Doctor Light's Laboratory, see how Mega Man was made."

"Think he'll tell you?" Peter asked. "I bet it's top secret stuff."

"Well see," Sunset said. "Soon we're going to see other worlds, Ryu promised to take me to a King of Fighters tournament, and a King of the Iron Fist tournament."

"Well I hope you have fun," Twilight said, hearing an oncoming train. "I should go, I have to pick up the students."

"Wait, before I forget," Peter said. "Thor hasn't been around correct?"

"No, he's off looking for Loki, but I wouldn't be surprised if he tried recruiting for assistance from this world and Square, especially with that Sephiroth guy by his side."

"I'm also hoping he finds The Storm King, and that Tempest Shadow mare," Twilight said. "I tried getting a meeting day with Queen Novo, but she's taking forever to respond."

"We'll find them, you have the best heroes of Capcom and Square at Thor's request," Sunset said. "Who knows, he might even ask Goku for help, if he can get away from his farm. Boy was his wife unhappy, but at least his youngest son got a laugh out of it."

"Goku as a farmer, maybe he can be buddies with Applejack," Peter joked.

"He's quite good, he gave me a carrot, it wasn't bad," Sunset said. "Well Ill see you later."

"Bye Sunset, have fun," Twilight said, putting the communicator away. "So great that she's enjoying herself, now-" Suddenly she felt some pain. "Ow..."

"Benjy's kicking again?" Peter asked.

"He probably has your super strength," Twilight said, rubbing her belly. "I can't wait til he's out of my uterus, I love him but I can do without the kicks."

Peter rubbed her belly as well, "Be nice to your mommy Ben. No more kicking, save it for when Auntie Applejack wants help bucking apple trees."

"Applejack's going to teaching her own newborn foal that tradition," Twilight joked.

"Oh yeah, she sure is," Peter said as the train came to a complete stop. Within seconds, all the students stepped out, along with the four chaperones.

"Hey, welcome back!" Peter said. "Enjoy the trip?"

"Well, it was certainly eventful..." Starlight said.

"Anything happen?" Twilight asked.

"A lot..." Kurt said. "Peter, Twilight, we have something to tell you, it's pretty important."

"Uh, sure, what is it?" Twilight asked.

"We believe there's a type of gang forming in Manehattan," Kurt explained. "I saw some ponies trying to mug a poor mare."

"I had a run in with some as well," Starlight said.

"Daredevil and Elektra were there to help too," Jubilee said. "But they still proved to be dangerous."

"None of the students were hurt, were they?" Twilight asked.

"No, but some of them did put themselves in danger," Trixie said, gesturing to the Student Six.

"It wasn't intentional," Silverstream insisted.

Twilight sighed in annoyance, once again these six students were up to mischief, intentional or not they do get caught up in more trouble than she'd life, "Come with me, we'll discuss this at the school."

The Student Six seemed kind of nervous, hoping Twilight wouldn't be too mad. As they were about to follow her, Cozy Glow quickly ran over to Ocellus, nuzzling against her, "I'll vouch for you, I'll tell her you were just trying to help me."

"I appreciate that Cozy Glow," Ocellus said, nuzzling back. "I just hope she won't be too mad."

"Let's just hurry and get this over with," Smolder said.


Meanwhile in Canterlot, Tony was being given a report from Manehattan through an ear piece, "Hm, so a gang of some type huh? Thanks for the heads up Daredevil. You and Elektra took care of everything right...? You had help from Nightcrawler and Jubilee? Hm, well that's good, as long as they didn't do any...wait kids? Kids were fighting? Ugh, this is what I'm trying to avoid, I hope they weren't trying to go vigilante...You need more patrols? Yeah I suppose it is a big city, maybe I can get Night Thrasher or Jessica Jones to relocate there, or see if I can convince more heroes to come to Earth...Uh-huh, so you're suspicious of one of the ponies there? Give me some details and I'll have someone look into that. Appreciate the work, thanks, give Elektra my regards."

As Tony disconnected, Luna made her way over, "Is everything alright?"

"Not exactly, there was trouble in Manehattan today, and I think Twilight's students nearly got hurt," Tony said.

"Oh, was it resolved though?" Luna asked.

"Mostly, apparently some pony there is starting some type of gang, I'm gonna need to send more patrols to Manehattan," Tony said. "I also need to have a talk with some kids, they attacked some of the villains."

"Oh my, sounds reckless," Luna said.

"It was, went against some of The Rules of the Accords, namely the first three," Tony said. "Bet you can't name them in order."

"Rule One, all Superheroes must Register with Equestrian Royalty to do Superhero work," Luna began. "Rule Two, all registered heroes must be assigned to a city where they will do patrols. Rule Three, only registered heroes can do battle against a threat of any kind. Rule Four, Registered Heroes must be relegated to fighting in their own assigned town unless otherwise notified."

Tony looked amazed, a felt a bit foolish, "Pretty sure I said you only needed to guess the first three."

"I was on a role," Luna smugly said.

"Show-off," Tony muttered. "Anyway Nightcrawler fought them too but it sounds like he wasn't looking for trouble, he just happened to notice a lady in despair. I can let that slide."

"He has not registered yet, has he?" Luna asked.

"No, it might be hard getting some of the X-Men to do so, them and government rules never really mixed well, plus they already had to go through something like this on Earth," Tony said.

"What about the ones who want to be official heroes?" Luna asked. "Like Bobby Drake."

"Well since I have Peter and Angelica, it might persuade Bobby," Tony said. "Maybe Rarity too, The Elements of Harmony would make great additions to this after all, they are the original heroes of this world."

"I can help you with that," Luna said.

"Good, now I have more calls to make, hopefully I can get T'challa to at least lend us some Wakandan soldiers," Tony said, making his way to the other room.

"Lot of incoming changes, I hope Celestia is pleased with the work that Tony Stark is putting in," Luna said, then flew off. "Time will tell."

More changes needed to be made and rules needed to be enforced. The heroes continued to work to keep Equestria safe, unaware of some of the danger that still lurked about.