• 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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Heroes of Old

The following day, Cozy Glow and The Student Six were seen hanging out in front of the School of Friendship, still a little bummed from some of the unfortunate events from the previous day.

"I don't think I want to take another field trip anytime soon," Sandbar said.

"Hey it wasn't that bad, we got to see a Briddleway show at least," Silverstream said. "Good way to take our minds off the trouble we went through."

"The show wasn't even that good, so lousy trip and we got an earful from Twilight," Smolder said.

"Hey she could have been angrier, the only reason she wasn't that mad is because she understood the situation," Sandbar said.

"That and Spider-Mane was there to make sure she didn't fly off the handle," Gallus said.

"I'm sorry I put you all through trouble," Cozy Glow said. "But I really appreciate you trying to find me."

"Think nothing of it Cozy Glow," Ocellus said. "You would have done the same for us after all."

"Oh I definitely would have," Cozy Glow said. "Especially for you Ocellus."

"Alright seriously, what is it with your affection towards Ocellus?" Gallus asked. "I know she saved your life or something from that group that came after Timber-Wolverine but at this point it's just getting irritating."

"She's just being nice Gallus," Ocellus said. "I really don't mind it."

"And she did help us out yesterday when Professor Twilight gave us that lecture," Sandbar said.

"Well we did get in trouble because of her," Smolder said.

"Don't say it like that," Ocellus scolded. "None of you had to help me go find her, it was my choice to do so."

"And it was our choice to help our friend find a friend," Silversteam said. "So Gallus, Smolder, try not to be sourpusses about this. I mean yeah we did get in trouble, and yeah we ran into those mean ponies, but it worked out."

"Who were those ponies anyway?" Gallus asked.

"Whatever they are, I hope Daredevil and Elektra can handle them," Sandbar said.

"Spider-Mane might look into it as well," Ocellus said. "Nothing to worry about."

"Hey everyone," Came Jubilee's voice, the mare walking over to the seven friends.

"Jubilee!" Cozy flew over to hug the X-Men member. "It's so nice to see you!"

"I'm glad you're doing well, especially after that big scare yesterday," Jubilee said.

"Pfft, none of us were scared," Smolder said. "We could have totally roasted those ponies who came after us."

"Any update on who they were?" Silverstream asked.

"Not that I was told, hopefully Tony Stark has this under control," Jubilee said. "He apparently sent another hero to patrol Manehattan, which is a good thing, Ponyville doesn't need that many heroes since most of the best ones already live here."

"By the way, are you registered with this Superhero Accords thing too?" Ocellus asked.

"No, I'm not registered, which is fine, I'm more focused on being a teacher than an active superhero," Jubilee said. "Not that I wouldn't protect you if another villain showed up."

"Well I can't speak for the others, but I personally don't need protecting," Gallus said, buffing his chest. "I do appreciate the gesture though."

"You're so full of it," Smolder said, to Gallus's annoyance.

"Well you do seem like the strong type Gallus, and a strong guy needs confidence," Jubilee said.

"Uh, yeah, totally," Gallus agreed. "Glad you understand."

"Maybe one day you can be a Wonderbolt, you kind of look like one already," Jubilee said. "I bet you have the speed too."

"Hm, being a Wonderbolt might be cool," Gallus said. "I'll think about it."

"Did somebody say 'Wonderbolt'?" Came Rumble's voice, the Pegasus landing down near the group. "Sup?"

Cozy Glow immediately turned her attention to Rumble, hearts filling her eyes, "Rumble!"

"Oh, Rumble, what brings you here?" Jubilee asked.

"Heard there was trouble in the city yesterday, and that the students had their lives saved by Daredevil and Elektra," Rumble said.

"Not exactly what happened," Gallus said. "We did hold our own."

"Yeah, we weren't totally defenseless," Smolder said.

"Well I figured I'd come by to check on you, I mean I know what it's like to stare death in the face, I've been against my share of villains and each one was more dangerous than the last," Rumble said.

"The only time I've seen you go against a villain was that Magneto guy," Sandbar said. "And you got beat up pretty easily."

"I do remember you going after that other pony, think he was called Zero or something, the one that came with the group led by Timber-Wolverine's old enemy," Silversteam said. "You were brave there too but you didn't do that much."

"I still have more experience than you, haven't any of you heard of the Invasion led by the Capcom villains?" Rumble asked. "I was there, I saw the destruction they caused, I still remember the time one of those Capcom guys teamed up with an old enemy of Spider-Mane and destroyed this town."

"Oh yeah, I remember that too," Sandbar said. "Me and my family found a good place to hide, but our home got wrecked by that one pony's weird blast gloves."

"I remember Peter and Twilight telling me about that too," Jubilee said. "I can only imagine how terrible it was for this town."

"It was the worst, a lot of my friends got hurt, even Mayday got hurt," Rumble said. "The worst was
Apple Bloom, she was tortured by one of those guys."

"Golly, poor Apple Bloom," Cozy Glow said. "But Peter beat him up right?"

"More than that, he killed him," Rumble said. "We'll never have to see that creep again."

"Wait, Spider-Mane killed a villain?" Gallus asked "The same Spider-Mane who holds back because he doesn't want to kill?"

"I mean I don't know the full details, I just know that Peter tackled the guy off of the top of the castle at The Crystal Empire," Rumble said. "That guy was done, and then Twilight offed his friend."

"Even Princess Twilight?" Ocellus asked. "Honestly, I find that hard to believe."

"Hey you can ask Johnny Storm, or Rainbow Dash, even Lightning Dust," Rumble said, then thought that over. "On second thought, don't ask Lightning Dust, pretty sure she's still traumatized from what happened that day."

"You mean that show-off mare that lives with Professor Fluttershy?" Gallus asked. "That same mare that does stunt shows? She actually got traumatized by something? How bad were these guys?"

"It wasn't the villains that traumatized her, but I can't say more than that," Rumble said. This of course peaked everyone's interests, especially Cozy Glow.

"Well if you can't tell us that's fine, I hope we can find out someday," Cozy Glow said.

"You're better off not knowing, the truth can be hard to believe," Rumble said.

"How do you know all this stuff, were you there for all of it?" Gallus asked.

"Hey I was around for a lot of these fights, I remember one of the villains nearly killed Peter by punching right through his body," Rumble said. "Even if I wasn't there, Peter and Twilight told me a lot, I did live with them for a few months, I was their adopted son."

"You? Why did they adopt you?" Smolder asked.

"My brother was my legal guardian, but one day he rebelled against Peter and Equestria, and after that, Peter and Twilight took me in until Flitter and Cloudchaser were able to financially support me living with them," Rumble explained. "That Capcom Invasion really changed my life, for better and worse. But if just motivated me to get stronger, and soon I'll be able to not only join The Wonderbolts, but become an Equestrian Avenger, I'll be as cool as Peter and Johnny Storm."

"You seem pretty sure of yourself," Gallus said.

"Well like I said, I lived with Peter, he was like my personal mentor, still is to an extent, I am an honorary member of his family, Twilight saw me as a son, Mayday sees me as a big brother, I got to accompany Peter to the Apple Family Reunion since he's an Honorary Apple, even Trixie says I'm her favorite," Rumble said. "I was, no, I still am a Parker-Sparkle family member, and when Twilight's baby is born, I'll be like a big brother to him as well. Honestly if I could, I would live with them again."

"Why don't you?" Cozy Glow asked. "Don't they want you?"

"Of course, they hated seeing me go, and who could blame them," Rumble cockily admitted. "But that's the way it went, I still see them often, so I wasn't completely gone from their lives, if anything things might get better. My brother put aside his issues with Peter and now they've become friends, so now our families can be a lot closer."

"That sounds great," Ocellus said.

"Yeah, the only real problem is that Twilight hates the mother of my niece, but it's not like she and my brother are together, so we might not see her much," Rumble said.

"Even though she's one of the heroes patrolling this town," Jubilee said.

"Which I don't get, Black Cat isn't a hero to my knowledge, how did Tony Stark get her to patrol Ponyville?" Rumble wondered.

"Same way he got Elektra, she's not exactly a hero either," Jubilee said. "But being friends with Daredevil for several years probably rubbed off on her to be more of a hero and less of an assassin."

"That girl was an assassin!?" Gallus asked, freaking out a bit.

"Don't worry, not like she'll target you," Jubilee said.

"Unless you give her a reason to," Smolder taunted, stifling a laugh at Gallus's annoyed reaction.

"I am definitely not going back to Manehattan," Gallus said. "Weird pony gang and hero who's also an assassin, not digging this Accords thing so far."

"Give it time, Tony Stark is one of Peter's favorite heroes, he knows what he's doing," Rumble said. "I mean he already helped protect Equestria from other villains, like Loki."

"That's another thing, where is that Loki guy?" Smolder asked. "Didn't he escape with those other villains?"

"I'd like to know the whereabouts of The Storm King, when Queen Novo heard that he came back, I think it startled her," Silverstream said. "Rumor is she might do something drastic to protect her Kingdom."

"I can't tell you, I think that's confidential information that only heroes on the Accords can know," Rumble said.

"Well we know Thor's out looking for Loki, probably looking for the other villains too," Jubilee said.

"Doesn't Professor Wagner know anything?" Silverstream asked. "One of those villains is his mother after all."

"Well if he does, he hasn't told me," Jubilee said. "Either because he's not allowed to or he's too ashamed, I know how much he wishes that Mystique wasn't doing such terrible things."

"Well yeah, no one would be thrilled with their mother being a villain," Silversteam said. "But why is she a villain?"

"Similar reason to Magneto, they both felt out of place in human society and strived for change," Jubilee said. "It was not easy being a mutant back in my world, people like me would be judged for being born differently, and anyone who was a mutant had to register as one and be known to society. It made us easier targets for those who despised us and it was hard to fit in."

"Just like Peter when he first came here, once ponies found out he was a human, a lot of them looked at him differently, like my brother and a select few other ponies," Rumble said.

"Well we know what it's like too," Gallus said. "Still remember how much of a jerk that Neighsay pony was."

"Thankfully he backed off," Jubilee said. "But I feel like it's a bit more reluctant than actually accepting Twilight's idea."

"Hey, is that why you and Professor Wagner stay by us a lot?" Gallus asked. "Because we went through what you did?"

"In a way, I mean as a teacher I wouldn't play favorites, I always make time for a student who needs me," Jubilee said. "But I do feel your plight, thankfully not many ponies take issue with you being in this school, as it should be. Plus you're all pretty fun to be around and I enjoy your company."

"We like your company too," Yona said. "You good friend, really fun to be around."

"Same to you Yona," Jubilee said. "Why don't we go and do something, maybe find a game to play."

"Oh! How about buckball!?" Silversteam asked.

"I don't think I'm familiar with that," Jubilee said.

"From what Peter told me, it's what you on Earth call 'baseball'," Rumble explained.

"Oh, that I can play then," Jubilee said. "Wanna join us Rumble?"

"Mind if I get The Cutie Mark Crusaders?" Rumble asked. "The more the merrier after all."

"That sounds like a great idea," Jubilee said.

"Sweet, I'll meet you at the buckball field," Rumble said, flying off to find the girls.

Cozy Glow sighed in delight, "He's so dreamy."

"Uh, Cozy Glow, he does have a girlfriend," Ocellus reminded.

"I know, but I can't help it, he's the cutest pony in town," Cozy Glow said.

"It's nice to have a crush, just make sure you don't yearn for someone who might not, or rather should not return your affection," Jubilee said. "There are a lot of cute boys in town, I can help you find one if you want. Maybe I'll get lucky and find a guy myself."

"You're alright with dating a pony?" Gallus asked, this somehow getting Sandbar's attention.

"Well yeah, I mean I wasn't sure at first, but I have started noticing how attractive some of the ponies in town are, and seeing how happy my fellow X-Men are with their pony wives, I figured maybe I should find a guy myself here," Jubilee said.

"You'll find one soon Jubilee, you're super pretty after all," Cozy Glow said.

"Well aren't you sweet?" Jubilee said, rubbing Cozy Glow's mane. "Just like an adorable little sister." Jubilee turned to the other students, "You're all like my little brothers and sisters, I feel like we're such a big and happy family."

"Uh, right..." Sandbar said, somehow feeling dejected. This did not go unnoticed by Gallus, the griffon having some ideas on what's going through his head.

"Alright, take me to this buckball field of yours," Jubilee said, the students accompanying her.


Back in Canterlot, Tony was explaining some details to Vision and Rhodey, trying to map out a plan with them when he noticed Steve and Falcon walking by. "Hey Cap, going off somewhere?"

"Sam and I are going to Manehattan, we wanna look into this pony gang thing that those School of Friendship students encountered," Steve said. "We were hoping that Daredevil or Elektra could fill us in."

"Oh that's not necessary, they report everything to me," Tony said.

"Even so, maybe some extra perspectives can help," Steve said. "Won't take us long."

"Yeah, well here's the thing, you can probably go Steve since you're deputized to, but Sam really can't go right now," Tony said.

"And why can't I?" Falcon asked.

"You didn't register," Tony said. "You know the rules of the Accords Steve, gotta be registered to handle hero business."

"Stark, I work with S.H.I.E.L.D., isn't that enough?" Falcon asked.

"S.H.I.E.L.D. has no authority here, that'd be like if we went to Wakanda and assumed we could do whatever because we work for our own government," Tony said. "We'd still need King T'Challa's permission."

"Pfft, when have you ever asked for permission?" Falcon joked. "You always dive headfirst into a problem."

"And that led to more problems," Tony said. "See I'm trying to learn from my mistakes and I am hoping to make sure that everyone else learns from their mistakes too. We owe it to Celestia to make this work so that our friends and allies can enjoy the lives they've sustained in this world."

"What happens if you don't do this stuff?" Falcon asked.

"Well Celestia might start banishing people and I'd rather that not happen," Tony explained.

Falcon turned to Steve, "Will she really?"

"I honestly don't know, but I do not want to make her upset," Steve said. "Guess it's not a good idea for you to come right now Sam, maybe once you've registered, however long that will take."

"He might need to do a bit of reading," Tony said. "But if you really want his help, then I guess I can let this slide just once, afterwards Sam really needs to sign on to the registration if he wants to do hero work in this world."

"And what does registering do exactly?" Falcon asked.

"It just means you'll abide by the laws of this world, and if you break any of those laws, you'll have to deal with Celestia and Luna," Tony explained. "These ladies are probably about as strong as Thor too, so I'd watch my step. But you should be fine, I mean you don't seem like the type to cause trouble.

"Yeah, sure thing..." Falcon said, feeling unsure. "Alright if you don't mind then, Steve and I are off to Manehattan, but I'll definitely check out the registration stuff."

"Sweet, you do that," Tony said, doing his imitation of a gun-click motion.

"Yeah, I'll do that, hehe..." Falcon awkwardly walked off. "Weirdo."

Steve began catching up to Falcon, "See you in a bit Tony."

Tony waved bye to the duo, Rhodey trotting beside his long time friend, "You sure it's good to give Sam a pass?"

"He's an Avenger, so I think I can trust him, wouldn't you?" Tony asked.

"Of course I would, just make sure no one else finds out, or they'll want passes," Rhodey said. "That might be a quick way to completely lose control."

"You really think so?" Tony asked.

"If I may interject," Vison said, approaching the two. "I do understand Rhodey's point, but I also believe that Sam Wilson is a trustworthy man. You shouldn't have anything to worry about."

"Right, plus we're still new to the whole Accords thing, I think we can afford a little bit of leniency, just not too much, whatever's fair," Tony said. "Just don't tell Celestia."

"Come on, she's a nice mar, she's not going to care that much," Rhodey said.

"Indeed, now let us resume our plans to expand to the countries outside of Equestria," Vision said. "And hopefully persuade some of our allies remaining on Earth to join in our cause."

"Good idea," Stark said, trotting off. "Let's get to it."


At Ponyville's Library, Twilight was seen looking through some books in her room, soothing the baby in her belly and trying to get it to stop kicking so much. "I know you're eager to be born Benjy, but you have to be a little more patient."

"Hey, how's it going?" Peter asked, trotting over. "Benjy ready to come into the world?"

"Seems like it," Twilight said. "He kicks hard too, a bit harder than Mayday."

"That so?" Peter gently rubbed his wife's stomach, "Hey little guy, save the energy for when you're born, you'll have a lot more room to exert it."

"I just hope he does so in a not so chaotic way," Twilight said. "Something tells me he's going to be a wild little colt through."

"That almost sounds like fun," Peter said.

"Yeah, fun, until we have to pick up his mess," Twilight said.

"Hey we can handle it, we can handle just about anything when we work together," Peter said. "That includes raising children."

"Speaking of our children, did Susan and Franklin come by again?" Twilight asked.

"Yeah, about five minutes ago," Peter said. "Franklin went to Mayday's room while Susan is waiting downstairs with Starlight, who apparently found some old book."

"And old book?" Twilight asked. "What is it?"

"I don't remember the name, but she started reading it in some weird language," Peter said.

"Weird language?" Twilight said, getting off the bed. "I have to go check it out."

Twilight went downstairs as Peter followed after. Down below Twilight took note of Starlight's book, the mare still reading in whatever language it was, Susan looking amazed.

"Wow, I had no idea you could read so fluently," Susan said.

"I'm not even sure if I'm reading it right, this hoof writing is really sloppy," Starlight said as she looked over the book.

"Starlight?" Twilight said, approaching the mare.

"Oh hey Twilight, need something?" Starlight asked.

"Yeah, may I see that book?" Twilight asked.

"Sure, it's Ye Olde Pony Latin though, not sure how fluent you are," Starlight said, presenting the book.

"Pony Latin? I've heard Twilight mention that language," Peter said.

"Yes, this is an older version of it," Starlight said. "I read a lot of old books when I was young, including magic ones, and I picked up on how to read and understand that language."

"You're better at it than me them," Twilight said, looking over the book. "I can barely make out the words. But what's interesting is that this book was written by Starswirl the Bearded."

"That guy you look up to?" Peter asked. "The one with the Time Travel spells?"

"Well he did a lot more than that, but yes, that same Starswirl," Twilight said, looking over the book still. "Starlight, did you find out anything interesting from this book?"

"Sort of, it mentions the Pillars of Equestria," Starlight said. "The names that popped up were Mage Meadowbrook, Flash Magnus, Rookhoof, Sonambula and Mistmane."

"Oh, I think I recognize some of those names," Peter said. "Applejack, Rainbow Dash and Rarity mentioned a few of them, saying they were tales told to them when they were fillies."

"Is there a lot about them?" Susan asked.

"Well one curious thing here is that they mentioned going on a quest, but nothing is written after that," Starlight said.

"That's strange, hope they didn't bite the dust," Peter said. "I mean, I know it was so long ago and they're probably not around anymore anyway, but still."

"If anypony has answers, it might be Rainbow Dash, Applejack and Rarity, and maybe discover some new stuff, or rather old stuff that hasn't been known about for so long," Twilight suggested. "Oooh, this is gonna be so fun Peter!"

"Imagine what this could even do for the future of Equestria," Starlight said. "Maybe we'll discover some old magic that can help the heroes."

"Maybe we'll find out about other dimensions too, I mean Sunset Shimmer had to have learned about this magic from somewhere," Peter said.

"Oh I wish Sunset Shimmer was here to see this," Twilight said. "She'd be so excited."

"How is she doing anyway?" Susan asked.

"She's doing great, exploring Capcom and soon other dimensions," Twilight explained. "I can only imagine the wealth of knowledge she'll bring back."

"If she can come back," Peter said.

"Hey it'll happen, I'd like to think that Princess Celestia will be alright with the Capcom portal and the Square Portal opening again," Twilight said. "And many other portals in the near future, multi-dimensional friendship!"

"That would be cool actually," Peter said. "Whether Princess Celestia will be alright with that is an entirely different story though."


Up in Mayday's room, the little filly is seen remotely controlling a flying device, showing it off to Franklin, "Cool huh? It's a prototype that daddy and I have been working on. Soon we'll get it to fly really fast, like a hoverboard."

"That's amazing," Franklin said. "What else have you invented?"

"This is mostly mine, I haven't been able to work on a lot of other things," Mayday said. "Daddy hasn't been able to help much either since he's working on a new suit, one that he said is suppose to be really fast."

"Isn't he already fast?" Franklin asked.

"Yeah, but this one is suppose to be much faster," Mayday said. "I'd tell you more but I'll wait for him to unveil it."

"Are you ever going to make a suit?" Franklin asked. "Like your dad's? Or Mr. Stark's?"

"Eh, not sure, I don't really want to be a superhero," Mayday said. "But one of daddy's suits was messed up while fighting that Goku guy, maybe I'll fix it up for him, just to see if I can."

"Goku?" Franklin did briefly remember the Saiyan, who showed up during the villain Invasion. "Right, that guy. Still can't believe what he did with his hair."

"He was really strong according to daddy, and ruined his suit when they fought," Mayday said. "So I'm gonna fix it."

"If you could that'd be amazing, my parents were fascinated with that suit, or just about anything your dad worked on," Franklin said.

"Well is daddy really amazing when it comes to inventing, mom says that even if he stopped being a superhero, he can still save the world with his inventions, he even promised to build things with me as I got older," Mayday said. "Still, that suit is going to be tough to make, I don't suppose you're tech savvy."

"I usually leave that stuff to my parents, but I'lll try to able to help anyway I can," Franklin said.

"Good to know, if you're going to come to my house and be my 'playdate', might as well get some personal use out of it," Mayday said, her choice of words being a little hurtful to Franklin.

"I guess...but is it alright to work on this stuff? I mean, we're kids," Franklin said. "Unless you're older than you look or something."

"Well I'm seven, but I'll be eight in a couple of weeks," Mayday confirmed.

"Oh, so I'm actually a little bit older than you then," Franklin said.

"Don't think that means you have say over what I do, this is still my home and I have the intelligence of an adult, or most adults, I know I'm way smarter than Bobby," Mayday boasted.

"Well being smart isn't the same as maturity," Franklin pointed out.

"Watch it pal," Mayday warned, then shut down her machine, placing it on her table.

"What is that machine for anyway exactly?" Franklin asked.

"Something daddy was working on, and I just took over," Mayday explained. "He has mentioned that he wanted to be able to fly, so this will help him with that. It's also less clunky than his armor and with his natural sticking abilities, he can glide on this at fast speeds without falling off. This might actually be an improvement over that old armor."

"Can it shoot missiles or anything?" Franklin asked.

"If I want it too, though I don't see what my dad would need missiles for," Mayday said. "He has his webs, and he's doing incredible stuff with that as well. Uncle Johnny's powers made him want to create fire webs, and that loser Bobby made him interested in ice webs"

"What about electric webs?" Franklin asked. "Or acid?"

"Run those by my dad and see what he says," Mayday suggested. "Now I'm going to the lab, you can come but remember the three word rule."

"Three word rule?" Franklin asked. "What's that?"

"DON'T...TOUCH...ANYTHING!" Mayday warned. "If I catch you touching something you shouldn't, I'll kick your butt."

Franklin looked taken back by that, he didn't take too kindly to this little filly threatening to beat him up but she did look intimidating and he wasn't sure if she secretly had super strength, he never did inquire about her powers, assuming she had any, "Alright."

"Good, now follow me," Mayday ordered, leading Franklin toward the lab. Despite how off putting her attitude was, something about it did entice Franklin, almost admiring her spunk.


Later on Twilight, Starlight, Susan and Peter had made their way over to Rainbow Dash's house, where the mare was seen outside talking with her patents Bow Hothoof and Windy Whistle.

"Hey! Rainbow Dash!" Peter called, getting the mare's attention.

"Huh, didn't expect to see Peter here, or my sister-in-law, or anypony for that matter," Rainbow Dash said.

"What a nice surprise," Windy said. "Hello Peter! Hello Susan! Hello Princess Twilight! And hello...wait, who's that other pony?"

"My name is Starlight Glimmer ma'am," the mare introduced. "It's a pleasure to meet you."

"Same here, you may call me 'Windy'," the mother of Rainbow Dash said.

"I'm Bow Hothoof," the father introduced. "So what brings you youngsters over here?"

"We just needed to ask Rainbow Dash something, it won't take too long, and we'll try not to cut too much into your time with your parents," Twilight said.

"Don't worry about that, if you're all here then it's probably something important," Rainbow Dash said.

"We just needed to confirm something with you that you told Peter once," Starlight said. "He mentioned that you know of a pony named Flash Magnus."

"Oh yeah, that's an old story my parents once told me," Rainbow Dash said.

"It was her favorite story as a filly," Bow Hothoof said.

"Back before the Wonderbolts, there was a very elite team of Pegasus Ponies known as The Royal Legion of Cloudsdale who flew the skies to protect Equestria, and Flash Magnus did the most awesome thing," Rainbow Dash said. "He onc faced off against dragon, using only a Shield to block his fire while rescuing two of his friends!"

"Sounds very Captain America like," Peter said.

"You bet, he was probably the Captain America of Equestria back in the day with those skills, legend has it that his shield is still somewhere in the Dragon Lands," Rainbow Dash said. "Though is there a reason you wanted to ask about Flash Magnus?"

"According to an old book that Starlight translated, he was associated with Starswirl the Bearded, known as the Pillars of Equestria," Peter said.

"Wow, so Equestria might have once had it's own set of Avengers then," Rainbow Dash said. "I mean besides The Elements of Harmony."

"I don't suppose you know what happened to him?" Susan asked. "Anything you were told as a filly."

"Not really," Rainbow Dash turned to her parents. "Either of you two know?"

"From what I've read, he mysteriously disappeared one day, some say he was up against a foe so powerful, even he couldn't take him down," Bow said. He turned back to his daughter, "We thought it best if we left that part out when you were a filly."

"Yeah I get that," Rainbow Dash said, turning back to her friends. "That's all I got, hope that was of some help."

"It was, thanks," Twilight said. "We'll have to check in with Rarity and Applejack as well."

"Yeah, the book mentioned Rockhoof and Mistmane as well, I recall those two girls knowing that story too," Peter said.

"Oh yeah, I remember the three of us shared those stories with Apple Bloom, Sweetie Belle and Scootaloo at a young age," Rainbow Dash said. "They'll definitely have something to say."

"We better be off then," Twilight said.

"Same here, I gotta get to Wonderbolts HQ," Rainbow Dash said. "Though Johnny's taking long in there, probably trying to get Firefly settled in."

"Hey has Johnny talked about The Accords much?" Twilight asked.

"A few times, I mean since we're Wonderbolts, we're deputized to protect Equestria, at least according to Spitfire we are. She might personally assign us to various cities however," Rainbow Dash said. "But with my speed, I bet I can patrol all the cities at once."

"Eh, Tony would prefer once city per hero, but he's at least making sure each city is properly protected," Peter said.

"That reminds me, what about you?" Rainbow Dash asked. "Are you assigned?"

"Well Tony just asked me to keep an eye out in Ponyville, he's still trying to balance things out," Peter said. "That little incident in Manehattan did have him shifting some plans around."

"I just hope he knows what he's doing," Susan said.

"In the meantime, let's go see Rarity," Twilight said, then turned to Rainbow Dash. "We'll see you later."

"Tell my brother I said 'hi'," Susan said, leaving with the others as they too waved bye.

"Catch you later!" Rainbow Dash said, then turned to her parents. "Good thing you told me about Flash Magnus then huh?"

"Who would have thought that old story would likely turn out important?" Windy said. "The original Avengers of Equestria, how exciting."

"Yeah, The Avengers," Bow thought a moment. "You know, given that Celestia and Captain Equestria are starting their own group, maybe this old flyer should join, give a bit of expeience to them."

"Absolutely not!" Windy said. "You're retired remember?"

"I know, but I got some flight left in me," Bow said. "Plus, if Dashie here is a Wonderbolt, then it gives me a chance to work alongside my little girl."

"That'd be cool and all dad," Rainbow Dash said, not fully meaning it. "But mom's right, you're retired and you should enjoy life. Leave the hard stuff to me and Johnny."

"Right, hard stuff," Windy said, feeling a bit worried now. "Rainbow Dash dear, you are being extra careful right?"

"Of course, there's nothing I can't handle," Rainbow Dash proudly insisted. "Especially with Johnny by my side."

"Yes, I do believe you're capable and all, but...that doesn't mean you won't run into a strong enemy" Windy said.

"Are you still worried about what happened with Annihilus?" Rainbow Dash asked. "Remember, Johnny and I were the ones who took him down."

"I know but, just the thought of you being in danger from a monster like that, it worries a mother," Windy said.

"It's a risk that comes with the trade," Rainbow Dash said. "I know you'd rather I wasn't in something potentially dangerous, but somepony needs to help keep Equestria safe, and I have the power to do so. It's like Peter's always telling me, With Great Power comes Great Responsibility."

"I always liked that phrase," Bow said. "Windy, we should trust Rainbow Dash's abilities, and that Johnny will be by her side."

"What's this about me being by her side?" Johnny asked, flying down. "Sup in-laws?"

"Oh Johnny, we were just talking about the Accords and what you and Rainbow Dash do for our world," Windy said.

"You mean being a total hero?" Johnny said, smirking a bit at what he considers praise. "Yeah it's a gift."

"I just hope you're being careful out there," Windy said.

"Oh yeah, totally," Johnny insisted. "Nothing we can't handle."

"By the way, your sister was just here," Windy said.

"Sue? Was she looking for me?" Johnny asked.

"No, she was actually also with Twilight, Starlight and Peter, asking about Flash Magnus," Rainbow Dash explained.

"Flash Magnus? That guy from the story your parents told you when you were a foal?" Johnny asked.

"Yeah, exactly," Rainbow Dash said. "Apparently he was a bigger deal than we thought, part of his own hero group, The Pillars of Equestria."

"The Pillars?" Johnny asked. "Uh, that's an...interesting name. I mean, not as cool sounding as The Fantastic Four but pretty decent."

"Hey now," Rainbow Dash teased. "I know you're about being the best, just like me, but let's try to remember that these guys came before us and deserve a little respect."

"Hey I respect them, don't worry about that," Johnny said. "We can talk more on the way to HQ, Spitfire's probably waiting, and she isn't one for patience."

"Right," Rainbow Dash turned to her parents. "Keep an eye on Firefly for us, see you later!"

"Peace out!" Johnny said, flying off with Rainbow Dash.

"We raised one great daughter, didn't we?" Bow asked, Windy nodding in agreement.

"We sure did."


Later at Sweet Apple Acres, Twilight and company had caught up with Applejack, the mare explaining her story, "Yeah ah remember the story of Rockhoof, mah folks told me when ah was a young filly."

"What was he like?" Peter asked.

"Skinny little guy at first, wanted to join the Mighty Helm, a group of Elite Guards, but was too weak," Applejack said. "One day he bulked up and saved his village from an erupting Volcano, using only a shovel" Applejack said.

"So weak guy bulking up huh? Almost reminds me of The Hulk," Peter said.

"Well unlike our big, muscular friend, Rockhoof stayed bulked up, and remained in the Mighty Helm as one of it's best guards," Applejack said. "In fact, from what I've heard, he's got this big beard and long, wavey mane and an old fashioned way of speaking, so I'd say he's more like Thor."

"Either way it's fitting since he as apparently a Pillar of Equestria," Twilight said. "They all mysteriously disappeared one day, and we're trying to figure out why."

"Maybe it was a dangerous enemy, one so strong it wiped them out," Applejack said. "Ah mean, I'd hate to know if that happened but considering we're all safe, maybe it's a sacrifice that worked."

"That has me even more worried actually, what could have happened back then?" Twilight wondered.

"Does it matter?" Came Remy's voice. "It happened a long time ago, no use worrying about the past, focus more on the right now, that's my thing."

"Remy, if something bad happened in the past that resulted in great heroes disappearing, it could happen again," Twilight said. "We don't want to make any mistakes they did."

"She's right, this could be big," Peter said. "Come on, we still gotta check in with Rarity and see what she can tell us about Mistmane."

The group of four ponies left, leaving Applejack curious, "Ah do wonder what could have happened to Rockhoof."

"I just hope they don't awaken some ancient evil, I've seen first hand how that goes," Remy said. "Apocalypse was no joke."

"Maybe we can avoid that," Applejack said. "Twilight's got this."

"I hope so, you due any day now and I'd rather we not have to deal with more trouble until that baby is born," Remy said.

"Hey Twilight's just as pregnant and she's fine," Applejack said. "Anyway let's finish checking our supplies, Spring's coming soon and we want the farm to be ready fer more apples."

"Say I've been thinking, maybe we should do more than apples," Remy said. "I mean your mom was a Pear so maybe do something for her? Or even Oranges? Might be good to branch out more."

"Remy we've been over this, we're Apple Farmers, it's worked the last hundred years or so, and if it ain't broke, don't fix it," Applejack said.

"Right, sorry, just wanted to think outside the box, I mean we did struggle a bit in finance, what if ponies are just getting tired of only Apples?" Remy said.

"Ponies love our apples, ah can't think of a single pony that doesn't like Apple Family apples," Applejack said.

"What about Rarity's friend Strawberry Sunrise?" Remy asked.

"Alright when I say ponies ah mean ponies that matter," Applejack said, surprising Remy. "Look sugarcube, you got good ideas and it's great that you want to contribute, but let's just stick to what we know fer now. Our finance troubles is more for the repairs we had to make due to them villain attacks, that and us donating most of our supplies to ponies who need it. We're still good on bits, and it's gonna take more than a little finance troubles to put us at risk."

"Well if worse comes to worse, I can find another job," Remy said. "I got good people skills, it shouldn't be hard."

"That won't be necessary," Applejack said. "Trust me."

"You the expert," Remy said.

"Though, speaking of work, been meaning to ask," Applejack said. "You ever gonna consider them Accords that Tony Stark mentioned?"

"I did, but if I'm being honest, that ain't the life for me," Remy said. "This whole registration thing, it just gives me bad flashbacks to my childhood, back when folks like me had to let the world know I wasn't like most people. We in the X-Men never really saw eye to eye with any government, and while I like Celestia way better than the guys in DC, it just don't feel right to me."

"That's understandable ah guess, you do what makes you comfortable," Applejack said.

"If there's trouble, you know I'll still be here to protect you and the family, I don't need no dang law telling me to do that," Remy said.

"You yer own man," Applejack said.

"No, I'm your man, mon cherrie," Remy said, lifting Applejack's hoof to plant a kiss.

"Heh, such a charmer," Applejack said, blushing from the affection.


Finally Peter and company had arrived at Rarity's house, where she and Sweetie Belle were telling the story of Mistmane.

"She was a very beautiful mare who explored Equestria, helping to find the beauty in everything," Rarity said.

"But when she came back home, she heard that her best friend Sable Spirit was oppressing her village, so she challenged her to a magical duel," Sweetie Belle said.

"In the end, she sacrificed her beauty to save not only her town, but her friendship with Sable Spirit, and helped her become a better pony," Rarity said.

"Hearing the story of Mistmane is a good reminder that beauty is on the inside, not the outside," Sweetie Belle said.

"I know a certain Capcom ninja who could use that lesson," Peter said. "I mean he's dead so it doesn't matter but, still."

"Peter, you probably shouldn't talk about that subject near Sweetie Belle," Twilight suggested.

"It's fine, I know what happened with Vega wasn't ideal, and that he was a creep," Sweetie Belle said. "A handsome creep, but still a creep nonetheless. Still can't believe he tricked me like that, I should have known a pony like him just wanted power and girls by his side."

"Well it was a nice story you told Rarity," Susan said. "Thank you for sharing it with us."

"It's no trouble dear, I am always happy to tell the story of Mistmane, it's my absolute favorite," Rarity said.

"We actually found out recently that she's friends with Starswirl and they were part of a group of heroes called 'The Pillars of Equestria'," Peter said.

"But she mysteriously disappeared, and we want to find out why," Twilight said.

"Hm, well I hope you find the answers you're looking for," Rarity said.

"We will once we find out about Sonambula and Mage Meadowbrook," Twilight said.

"Mage Meadowbrook?" Sweetie Belle said. "You should ask Zecora."

"Huh? Zecora? You think she might know?" Peter asked.

"Well yeah, see Apple Bloom once told me and Scootaloo that Mage Meadowbrook was an inspiration to Zecora to try motions, to prove that even non-unicorns can do magic," Sweetie Belle said. "If you find Zecora, she might be able to tell you more about Mage Meadowbrook."

"Alright, thanks Sweetie Belle," Twilight said, then turned to her friends. "Let's hurry and...ow..."

"You alright Twilight?" Peter asked, checking on his wife.

"I'm fine, guess all this running around has made me tired," Twilight said, feeling her stomach. "Oooh, that kind of hurts actually."

"Twilight, is it your baby?" Susan asked.

"N-no...it can't be," Twilight said. "It's just a..."

"Twilight, let's get you home," Peter said. "All this running around isn't good. We can ask about the remaining Pillars another time."

"But I need to know..." Twilight started to feel a bit nauseous and suddenly hurled all over the floor, surprising everypony.

"Oh my!" Rarity shouted in dismay.

Twilight wiped her mouth, turning to her friend, "I'm so sorry, I don't know what happened."

"It's fine, I can clean it up," Rarity said. "But you really should get home dear, for your own health."

"Fine, I guess I can do that," Twilight said, still feeling nauseous.

"I can give you a ride if you want," Susan said.

"That'd be nice, but how?" Twilight asked. In an instant, Susan had summoned a flat forcefield under Twilight, lifting the mare up. "How's that?"

"That's nice, thank you Sue," Twilight said.

"Just let me know if you're feeling nauseous again," Susan said.

"You girls take Twilight home, I'll go pick something up to help her stomach," Peter said, making his way out.

"Oh Peter, you don't need to do that," Twilight said.

"I don't need to, but I want to," Peter said as he left. "I'll meet you back home!"

"Thank you, Peter," Twilight said, still feeling a bit sick. "This is so unfortunate."

"We got some stuff done today at least, we'll take that as progress," Starlight said.


As this was happening, in Manehattan, Babs sees is seen walking with her Aunt and Uncle Orange, when on the way they were suddenly pulled into a dark ally by some ponies in sunglasses.

"Hey what gives!" Babs shouted.

"Quiet!" one warned.

"Please, we'll give you anything, just don't hurt my wife or niece," Uncle Orange said.

"Sounds like you're giving us permission to hurt you then," a pony said, cracking his hoof. "In that case, let's have some fun and-"

Suddenly he was hit from behind with a shield. The other pony turned and took a kick to the face from a talon.

Babs looked up to see the heroes who saved them, "No way..."

Standing before them was indeed, Steve and Falcon, the former checking on the ponies, "Are you three alright? Any injuries?"

"No sir, thank you," Aunt Orange said.

Falcon checked on the guys, "These must be the gangsters that have been causing trouble."

"Then we got here just in time," Steve said. "Sam, help me tie them up, we'll get them to the local authorities."

"Got it," Falcon said, grabbing some restraining rope.

"I'm happy to see you both, but what brings you to Manehattan?" Babs asked. "Is it these guys?"

"Yes, see yesterday some students from Princess Twilight's school were caught up in some trouble and ponies like them were described as being the aggressors," Steve said.

"We came to town to see if we can gather intel, or see if either Daredevil or Elektra had any new intel," Falcon said. "That's when we spotted you three."

"Well thanks for the help, we owe you one," Babs said.

"No it's fine, our job is to protect you, so your safety is worth more than 'being owed one'," Steve said.

"Well still, thanks," Babs said. "Hopefully we can get home before we run into more of them weirdos."

"Sam, mind escorting them?" Steve asked. "I'm gonna go find Daredevil and Elektra, after I drop these ponies off with the local authorities."

"You got it," Falcon said, turning to the family. "Let's get you three home."

"Thank you so much," Aunt Orange said, leading the Apple Family relatives toward their home.

Steve started taking the guys to the station, though not without wondering more about them, "How can a gang of ponies suddenly start? Was this the result of Loki's Invasion? Are they working with The Storm King? What could it be?"

Meanwhile in Tartarus, most of the unfolding events are being observed by Discord, who was in the company of The Dazzlings, Shocker, Mysterio and Electro.

"Seems like Twilight is looking for answers regarding the old Pillars of Equestria," Discord said. "Oh I do wonder if she can solve that little mystery."

"Damn Pillars, I won't forget what they've done to us," Adagio said, bitterly remembering her banishment.

"What happened to them anyway? I mean it seems like they've been gone forever," Shocker said.

"Gone, yes, but not in a permanent sense," Discord said. "If Twilight continues her path, we might see the return of legends."

"That's fine with me, I'll be able to take some revenge," Adagio said.

"But how strong are they? Like would it be trouble for us?" Shocker asked.

"You need to have more faith in your team Herman," Discord said. "Once you have that, you can accomplish anything."

"Even Goku?" Sonata asked.

"Yes, even Goku," Discord said, using his orb to show off a Kai of Universe 11. "I believe our friend Zamasu is on the move, might be something truly amazing."

"You expect this guy to join us?" Shocker asked, looking a bit unsure and distrusting.

"Well I might need Loki's help, but within time, he should make a nice little member to our little group," Discord said.

"How much longer before the grand invasion?" Electro asked.

"About a year, give or take," Discord said. "Won't be long now til you all make your grand appearance as...Discord's Deviants."

"...No, we're not going with that," Adagio said.

"Huh? But it's clever," Discord said.

"We're not your 'Deviants', we're our own ponies, or humans as ponies, or sirens as...dammit you know what I mean," Adagio said.

"Well what would you prefer then?" Discord asked.

"How about The Sinister Squadron?" Electro suggested.

"Ooh, that might work," Adagio said.

"Can we at least vote on it?" Discord asked.

"Fine, let's round everyone up," Adagio said. "No one's picking your name though."

"We'll see about that," Discord said. "But first thing's first."

Using some magic, Discord had reached into Marvel Earth, trying to find what he was looking for, "I know you're around here."

"Hey be careful! Can't Celestia sense that now?" Shocker asked.

"It's hidden better in this place, but only if I'm quick about!" Discord said. "Aha!" Using his magic, he brough over a man unfamiliar to this world.

"Where am I?" the guy asked, looking around. "Who are all of you?"

"Settle down now," Discord said. "You're with friends. Oh, let me speed something up for you." With a snap, the man in question turned into a pony, "There, now you fit in."

"Hey what's happening!?" The guy said, looking around and spotting Shocker, Electro and Mysterio, "Wait, you look like some of the crooks from New York! The guys Spider-Man fights!"

"Wait I know him," Shocker said. "That's The Winter Solider!"

Indeed it was the best friend of Captain America, The Winter Solider, Bucky Barnes.

"Are you casting him into our production Discord?" Mysterio asked.

"Casting me?" Bucky asked. "I don't know what you're up to but-"

"Yeah hold that thought," Discord said, trying to send a message. "Mmhmm, mmhmm, good, you're ready then? Excellent."

"Hey who are you talking to you-" Bucky was suddenly transported away.

"Uh, what just happened?" Adagio asked.

"You'll see," Discord said, gesturing to the screen.


Bucky landed in Manenattan, feeling very confused, "Something strange is going on, where-" Suddenly something strange was happening as his mind started warping. Bucky fell down, holding his head as his mind started transferring inside out.

Standing near Bucky was the fully negative Martin Li, or as he was better known as in this persona, Mr. Negative.

"Welcome to Equestria, your friend Captain America is waiting, you should go to him," Martin said, sinisterly laughing as Bucky was fully taken over by the Negative Force.