Crisis of Three Worlds

Marvel Earth...

Lex Luthor stood over the hole he made in the Helicarrier, him wearing his green Power Armor. The genius looked behind him to see his team; his Legion of Doom. Each of them standing over the beaten heroes of the Earth he had arrived in sometime ago. "Gentlemen... It is about time we bring in our newest recruits." he revealed.

A pale large figure slammed his fists on the ground, stunning some of the opposition standing in their way. "Grundy smash!" he yelled, the debris catching the heroes off guard.

"Agh!" yelled the man wearing red, white, and blue. He held his circular shield up to cover himself from the debris. He faced the woman wearing a black latex suit and the man holding a bow and arrow. "Widow! Hawkeye! Get the remaining agents out of here! The few of us left standing will take care of this legion!" he ordered.

"Got it, Cap! Stay sharp!" Widow warned. She and Hawkeye ran off to find any agents needing assistance, leaving the Captain to face the legion with the few heroes left standing.

Captain America nodded, standing on his feet. "You have some explaining to do. Who are you and why are you here?" he asked, his trusty shield held in front of him.

"We're here by orders. And money." the person wearing a coat said. He pulled the trigger on his gun, with ice shooting out of it. Captain America held up his shield and managed to block the ice. The person next to him looked at the coated man, his face was scarred and he wore an insulated suit.

"Let me get a shot at 'em, Snart."

Captain Cold nodded at his comrade's request, "Very well, Mick."

Heatwave smirked, pointing his gun at Cap. Before he could pull the trigger, the Captain threw his mighty shield and managed to hit the criminal duo. The shield landed back in his hand and he caught it without effort.

"That's enough out of you." taunted Cap. "This plan of yours... It's over now."

"Is it?" asked Cold, rubbing the sore spot on his head.

Before he could react, Captain America felt something hit him, knocking him on the floor. When he opened his eyes, he saw a man wearing a red suit with a lightning bolt on his chest, but his eyes were glowing red. "Captain America... Meet the hero of Central City. The Fastest Man Alive. The Flash." introduced Cold to the Avenger. "And our newest and greatest puppet yet."

"The Flash? I remember you. You were on the Justice League! You're a hero! Snap out of it!" Cap pleaded the controlled hero. Flash scowled and ran, punching Cap in the process, knocking him out with a few more blows to the face which the Captain could not counter in time.

"Nice work." said Snart as a compliment to his former nemesis. "I told you you'd make a great Rogue."

The Flash nodded mindlessly, running ahead to help the other Legion members fight off the opposing heroes. The Scarlet Speedster saw a man wearing an red armored suit that he couldn't reach. "Well. This could be a problem." said Iron Man.

Before Iron Man could shoot the Flash, something tackled him, knocking him out of the air and he tumbled on the ground. Stark turned around, seeing a tall figure, also wearing a red costume with a lightning bolt in the middle as well. Electrcity seemed to flare out of his body, the armored Avenger looked at his glowing red eyes with a scowl.

"SHAZAM!"

Iron Man sighed, "That's just great..."

Lightning struck Iron Man's suit, but it seemed to only boost his armor's power instead of shutting it down completely. "Nice try, kid. But you'll have to think smarter." he thrusted, a glowing blue light illuminating from his chest. A second passed and a blue beam shot out, hitting Captain Marvel. "Taste Unibeam!" he shouted at the chosen champion.

Captain Marvel grunted, tanking the beam with ease. He walked forward and faced Stark, ripping the Arc Reactor out of his chest. "Well then..." he sighed, feeling the armor get heavy all of a sudden. The armored Avenger fell to the ground as Captain Marvel knocked him out.

In the hangar, Black Widow and Hawkeye saw that their allies were being beaten while escorting the agents to safety in the jets. "Just great. Some threats from another world show up and we get benched." grunted Hawkeye.

"No, Clint. It means that once these enemies are unaware, we can stop them." Natasha responded.

Barton sighed, "I know... We'll get them."

Lex Luthor punched through a wall with help from his armor, and tore it apart. Another figure stepped out of the cell. He had something around his neck and wore a sky blue suit. "Morris Bench. The Hydro-Man as they call you. Welcome to the Legion of Doom." introduced Lex.

Morris smirked, "Thanks for the help, stranger. Now let's get the hell out of here before someone finds out I'm gone."

Lex then said, "That will not be a problem. My team can handle your so-called enemies and have most likely already done so."

As he said this, a man wearing a purple suit and clown makeup stepped into the room as well as someone wearing orange and black armor, pistol and sword in hand. "Oh, Lex! We got more puppets for that guy you mentioned!" he laughed.

"That's right. Is that your recruit?" the assassin asked, gesturing at Hydro-Man. Lex nodded as an answer.

"Thank you, Joker. Slade, tell the others to group together. We are about to enter Equestria." Lex ordered. He turned around and opened the other cell. Someone wearing green armor designed to make him look like a scorpion walked out, confusion seen on his face.

"Mac Gargan, The Scorpion. Welcome to the Legion of Doom." Lex greeted.

"Why me?" asked Scorpion, "Why have you freed me?"

Lex looked at Scorpion, "Because if you join me, I can get you out of that suit you so despise. As well as a chance to prove your worth against Spider-Man once again." he negotiated. Scorpion pondered his options before facing the mastermind.

"Fine. Let's get this over with." sighed Scorpion.

The rest of the Legion of Doom gathered together as the heroes' forces grew thinner while the Flash, Captain Marvel and the other heroes they captured continued their rampage. Joker laughed at the sight, "Oh, truly a sight to behold! The heroes of our worlds under our bidding and doing as we say! Now how's that for some irony?"

"Shut up, Joker." snarled the purple figure wearing a glowing yellow suit. His ring morphed into a zipper to visualize his words. "Or I will make you do so myself."

Lex raised a hand, "At ease, Sinestro. Now is not the time for arguing." he held his hand to his ear, "Loki. Open the portal, we're heading to this other world. Equestria as you called it." he called out.

'Alright. It's coming.'

Suddenly, to the surprise of the Legion sans Lex, a vortex instantly opened up near them. Lex hummed, realizing that the next phase of his plan was about to begin. "We have a mission. Head to Equestria and get to a place where Discord can bring us to his lair without being noticed." he ordered his new team. "And as a fair warning, out bodies will morph into the dominant populace, but Loki has ensured that we would not be handicapped by such a change." he explained aloud.

"This is gonna be fun!" Joker said, rubbing his hands together.

"Grundy smash ponies!" Solomon Grundy cheered.

Deathstroke crossed his arms. "Alright then... Guess I'm getting a good paycheck out of this."

"I could say the same thing, Slade." replied Captain Cold.

Heatwave smirked, "As long as I get to burn somethin', I'm good."

As they walked into the portal, two figures overheard their conversation from the conversation. The man on the left wore a yellow and blue suit with a pointed mask. "Alright, bub. I know ya don't like workin' with others. I get that, but those creeps are headin' to another world so we gotta be quick about this." he grunted, his voice deep and scratchy. After saying that, he flicked his hand, three claws emerging from his knuckles and through his gloves.

The man on the right scowled underneath his black cowl. He grabbed something out of his utility belt after flicking away his cape, "I'm ready. We have to be careful. The Legion of Doom could already be on the loose once we arrive. And Spider-Man won't be able to take them all on himself."

The clawed man smirked, "He'll do a helluva better job than us two. Together the three of us will find a way to get the other remaining heroes there to stop 'em. That is, if the Legion of Doom hadn't already got to 'em."

"Of course. But we also have to worry about the heroes under mind control. The Flash right now is a priority. Do you have a speedster who can keep up with him?"

"Heh. I think I know a guy. But we'll worry about that once we get to that world ourselves."

The two heroes ran into the portal, right before it closed, sending them into Equestria. This left the heroes of Earth to wonder how to stop the Legion of Doom and the mind-controlled heroes there.

Ponyville, Equestria...

"Hm. We may be making some progress." said Peter Parker, picking up the small crystal lying on the table. Next to him was Miguel O'Hara, Twilight Sparkle and Sunset Shimmer. "Soon enough, I can create a rift back to Earth before we even have to worry about the rifts opening up themselves!"

"Great! Let's hope it's soon." Sunset said.

"Yeah. Lord knows what new plan Alchemax has cooking up while I was gone." Miguel rolled his eyes, thinking about the corporation he worked for.

"That's just it, Miguel. If this works, then we can send you to a point where it would be as if you never left." Twilight revealed. "If only we had the energy to do that."

"Well, with the rift between Earth and Equestria closed... Again. It'd be scarce, but I think I can make it work." Peter explained, looking at the crystal again. "It'll just take a little more time."

"I'm sure Ben and Kaine would love to go to Earth." said Sunset.

"Yeah. They get to live the lives they wanted away from my shadow and on their own." Peter smiled warmly at the thought. "And Eddie gets to go back to whatever he does." he got up from his chair and led the others up the stairs to the doors of the cellar, where they walked back into the Treebrary to relax.

Peter and Twilight decided to make a meal for themselves, Spike, Trixie and Mayday, leaving Miguel and Sunset to converse. O'Hara looked at his costume hanging up on the door to his guest room. 'How the shock does Parker even have this many rooms to begin with? At least Ben, Kaine and Eddie moved out with the others meaning more space for us anyhow.' he mused. His thoughts were interrupted by Sunset clearing her throat.

"Huh? What?" Miguel blurted out.

"So..." began Sunset, "We've never had the chance to speak what with you being busy and me being at magic school..." she trailed off, trying to figure out what to say. Miguel ignored the apparent pink glow on her cheeks.

"Yeah..." agreed Miguel, fidgeting in his spot on the sofa. "Um... What's up?" he asked awkwardly. 'Why is this more awkward than usual? For her anyway...'

"Oh, nothing much. I just wanna say thanks for letting me help with this experiment." said the yellow unicorn.

Miguel shook his head, "Hey, it was no problem. At least we can get this shocking thing done sooner with you helping. Are you sure you can just skip class like that though?"

Sunset nodded, "I asked Celestia if it was alright. Since I'm ahead and could be graduating sooner than expected, she gave me a small break before I have to go back. I have a few days to spare at least." she explained.

"That's good at least..." he said slowly before standing up from his spot and walking away, "I'm gonna see what Parker is up to."

"And I'll help Twilight." Sunset added, getting up as well. Once Miguel was out of sight, she mentally slapped herself for putting the two of them in an awkward situation like that.

"What was that about?"

Sunset turned around and saw Trixie, looking curious at Sunset's strange reaction. "I have never seen you look so... confused. Tell me, did Parker say something stupid again?" she asked with a smirk.

Shaking her head, Sunset responded, "No... It's strange. I only ever act like that around Miguel... Ever since we defeated Sloan, I've started to get to know what he's actually like and... Oh, sweet Celestia, what's wrong with me?"

Trixie let out a quiet chuckle, "You're starting to sound like Twilight when she found out she had feelings for Parker. It seems Mister O'Hara's caught your eye."

Sunset huffed at Trixie's tease, "T-That's not it! I just think he's a great guy is all."

"Sure..." replied the blue unicorn sarcastically.

Meanwhile, Miguel walked into the kitchen with Peter, while Twilight decided to wake up Mayday. "Hey, Parker..." O'Hara got his predecessor's attention.

"Oh, hey Miguel. Here to help me cook? Lord knows I can't be trusted with even a box of cereal r it'll catch fire." Peter wondered and laughed.

"What? No! I need to talk to you about something." Miguel replied in a stern tone.

Peter shrugged, "Alright. What's up?"

The future hero turned his head left and right, making sure no one heard him and the topic at hand, or hoof in this case. "It's about Sunset..."

"Um, what about her?"

"Have you noticed her acting a little... strange lately?" he asked his predecessor.

Rubbing his head, the stallion responded, "Uh, kinda? I'm not too sure... She seems fine to me. Why do you ask?"

"She and I just had a really awkward conversation a few minutes ago, like as though she wanted to speak with me on her own. I dunno. I just find it a little off is all considering we barely spoke to each other while we were fighting Sloan. I was hoping you knew why." Miguel elaborated for the other stallion.

"Hm..." hummed Peter. "I really can't think of anything, dude. I'll see if I notice anything as well. In the meantime, how about we get the other Spiders and girls over for a group meal or whatever? It's sorta become a weekly thing at this point."

"Eh. Sure, I guess." said Miguel as his stomach rumbled, "Ah, shock..."

Peter and Miguel arrived at Sweet Apple Acres, home of the Apple Family, of which Peter was an honorary relative and the current residence of one of his clone brothers, Kaine Parker. The Spiders stepped into the orchard and saw Kaine and Applejack hard at work, with Big Mac pulling a wagon.

"Thanks fer the help today, Kaine." said Applejack, looking at the buckets next to the clone. Ever since they foiled Sloan's plan, the first clone decided to stay with Applejack, if only to get some hard work done until Peter and O'Hara finished the crystal experiment. During the time, Kaine decided to grow out his mane in hopes of differentiating himself with Parker.

The clone dusted himself off, "Hmph. Anything to keep myself busy... Better than sitting around doing nothing I suppose."

"Eeyup." agreed Big Macintosh.

"Hey guys." greeted Peter.

"Oh, hey boys." Applejack said, seeing the two Spiders walking by. "What brings ya two down here?"

Shrugging, Peter answered, "Eh. We were here to check on my bro over here." the clone rolled his eyes at that, "How's it going with all of you anyway?"

"It's fine, kid." said Kaine. "I've needed something to do. I got bored sitting in that giant tree anyhow."

"You and me both." Miguel sighed.

"We were just thinking of bringing the whole gang down for brunch or whatever meal it is. You guys wanna come?" Peter wondered.

"Sure thing. Kaine here is already done his part. Big Mac and ah have some more to do, but we'll be there fer sure." replied Applejack with a tip of her hat.

"Awesome."

Kaine stretched his hooves, "So... What's the occasion? Did Pinkie put you up to this?"

"No. Parker just really likes reunions." said Miguel with a light laugh.

"I gotta admit, Fluttershy... This is peaceful."

The yellow pegasus chuckled, "I'm happy to see that, Eddie."

Eddie Brock decided to live with Fluttershy while the others searched for a way back home. So far, the experience was calming to say the least. He sipped his cup of tea, feeling himself at peace for the first time in what felt like years. "I still can't thank you enough for letting me stay here, even after you know of what I was..."

Fluttershy frowned, "Eddie. You're not like that anymore... We know you're better now..."

Sighing, Brock looked at the ground, "I know, but it's still too good a fate for me."

The door opened, revealing Peter, Kaine, and Miguel. "Hey, Eddie. I see you two are enjoying themselves." said the stallion.

"Hey, Parker." greeted Eddie. "How are you guys doing?"

"Fine, I guess." replied Kaine. "It seems you're calm."

"I am. Fluttershy and I have been practicing meditation. This world's a lot better than New York that's for sure. I haven't needed to use the symbiote for crime-fighting in a while." Brock said.

"That's great." replied Peter. "Say, we're having a get together and we were wondering if you'd come."

"Oh, I'd love too!" Fluttershy cheered.

Nodding, Eddie looked at the pegasus, "Sure. It'd be nice. It's not everyday Peter Parker and Eddie Brock can have a civil conversation." he joked.

"That was then, dude. I trust you now. As bizarre as that sounds." laughed Peter as well. "Heck, you and I even joined forces a few times. Remember the Life Foundation?"

"Yeah... It took us forever to get there." Eddie recalled. "They shouldn't have attempted to clone the symbiotes like that."

"What kind of plan is that?" asked Miguel.

Kaine shook his head, "Let's just go."

"Oh, um... You can go Eddie. I have to check on the animals first, then I'll meet you at the library." Fluttershy said.

"Order up!"

Pinkie Pie brought the tray of delicious treats to Ben Reilly. The other clone also changed his appeance, dying his mane blonde to distinguish himself from Kaine and Peter. "I got this, Pinkie." he grabbed the treats and held them, standing on his hindlegs.

Ben placed the tray on the table, "Here you go. Enjoy!" he said with a smile. The ponies grinned at his enthusiasm and immediately grabbed a cupcake each,

"You're doing great, Ben!" complimented Pinkie.

"Thanks, Pinkie. Glad to be of service."

Pinkie bounced around the back kitchen, getting more orders ready, "I'm glad that we have more help around here!"

"Yep." was all Ben said.

A knock was heard on the back door and Pinkie immediately opened it, seeing Peter, Kaine, Miguel and Eddie. "Ooh! Hey guys! Are you having a get-together?" asked the pink pony,

"Uh... Yeah..." muttered Miguel.

"How did you know?" asked Kaine.

"Just a hunch!"

"Right..." mumbled Eddie.

"Ben! You can go ahead, the lunch rush is clearing up anyway! And once I'm done, I'll get the other girls." Pinkie decided.

"How... Did she know we wanted to get--" Kaine was cut off by Peter, who waved a hoof.

"Don't question it." muttered Miguel.

Pinkie looked out the window, "Hey, Peter! Did Rainbow Dash tell you or O'Hara there was a storm today?"

"No..." said Miguel. "The weather was supposed to be clear all week. Why?"

"There's a whole bunch of gray clouds and ominous thunder outside right now!"

Peter felt a familiar tingling sensation on the back of his neck. 'Spider-Sense? Why is it going off? Unless...' he thought. He scowled, "Pinkie, get the girls. The five of us are gonna investigate this."

"What do you mean, Parker?" Miguel asked. "What the shock is going on now?"

"What the hell's going on to warrant that reaction?" Kaine questioned.

"Something big. You felt it too, right Ben?" Peter asked his brother.

"Yeah. It's bad."

Eddie frowned, "Then what do we do?"

"Suit up and split up."

A womhole opened up near the edge of Ponyville, revealing a random group of ponies. "Hm... It seems we have become equines like I predicted." said a green stallion wearing armor, his head exposed with no mane.

"Oh wonderful! Now no one will expect me!" cheered a pale earth pony with a green mane and wearing a purple suit.

A pegasus wearing orange and black armor grunted, "Great... I'm a freaking horse. I'm not getting paid enough for this shit."

"Same here." said a blue unicorn wearing a dark blue coat. "Now, this is beyond humiliating." he faced a red stallion wearing some armor as well.

"This world... What did it do to us?" asked a purple pegasus with a mustache and wearing a glowing yellow suit.

"Why Grundy horse?" asked the large pale earth pony wearing a suit.

"The magic of this world altered our appearance like I said. I had a hunch it was equines like I saw before." Lex said, moving his changed armor around. He faced a unicorn wearing a blue suit. "Hydro-Man, what is that collar for?"

"This? The damn heroes placed it around me and it nullifies my powers. It will take a lot to take it off." Morris revealed.

"I may know someone who can help. But we have to get to an isolated area first to do so." Lex added.

"Heh. Think he can get me outta this suit?" Scorpion wondered, his armor still on his new earth pony body.

"Yes, but first you must help me in taking this world." Lex responded in a stern tone.

"Grr... Fine." grunted Gargan.

The Spiders all huddled up outside the Treebrary in costume. "Alright, while Pinkie gets the others, the five of us will have to look around before whatever is here does any damage." Spider-Mane explained.

"So, we split up? Sounds like a Scooby-Doo episode." Scarlet Spider joked.

"Only you two would make such a lame ass reference." First Spider groaned.

"Here's the plan. Each of you cover a different part of Ponyville, and if we don't find anything come back here in twenty minutes. If one of us isn't there, head in the direction they went." the wall-crawler planned out to the others.

"Got it, Parker." said Spider-Mane 2099, the pegsasus unfurling his wings to the east.

"Let us know..." said Anti-Venom hopping off into the distance.

"We'll let you know, punk." replied First Spider, shooting a strand of webbing to a building south.

Scarlet Spider nodded, "Same here, bro." he hopped away to the east. This left Spider-Mane to patrol the west.

Spider-Mane perched himself on top of a roof, his mask eyes scrunching as he looked around. "C'mon, what's the problem now?" he asked himself quietly. The clouds continued to hover over the small town. His Spider-Sense was still going off, leaving the stallion to wonder what was happening.

He saw some figures in the distance and decided to hop off the building, shooting a small web-line at the building adjacent to him. He swung and continued the pattern. He planted a hoof on the grass as he landed, "So, you guys are causing this storm?" he asked the group. Peter chuckled as he saw their strange looks. "What is this? Ponyville Comic-Con?" he wondered.

Lex smirked, "A pleasure to meet you again, Spider-Man."

Peter stopped joking as he faced his new adversaries. "Woah. Okay... You know me, so that can't be good."

"Let's just get this over with." groaned Deathstroke.

"You!" hissed Scorpion. "We have a score to settle, Parker!"

Spider-Mane's eyes went wide at the pony who shouted, "Gargan!? The Scorpion!? W-Why are you here?"

"He and I want to face you one last time." declared Hydro-Man.

"Um... Hydro-Man? You too? I thought the Avengers locked you up for good before I got summoned here!" Spider-Mane shouted.

"I did this, Peter. Your friends on Earth wished you were there to stop us." Lex chuckled. "Meet my Legion..."

"Legion...?" repeated Peter. "Wait... I recognize your bald head now! You're that genius Lex Luthor! It seems no matter what world you're in, your hair never grows." he joked. "So, this is your new Legion of Doom? You can do better!"

"Joke all you want, Spidey! That's my thing!" Joker laughed.

"Grundy smash you bug!"

Peter gulped, "Why me...?"

Legion of Doom

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Solomon Grundy was the first to charge after Spider-Mane, the wall-crawler backflipping away as the zombie raised his hooves, kicking Grundy in the chin. "Too slow, Zombie Hulk!" said Spider-Mane while in middair, he webbed Grundy's hooves and threw them down on the floor with ease. The zombie managed to rip off the gossamer, and attempted to hit Spidey. The wall-crawler moved out of the way of a sluggish punch, and uppercutted Grundy. He faced the remaining members. "Anyone else want a shot?"

"Grundy, stand down. Let Slade handle him." ordered Lex.

Deathstroke sighed, pulling out his sword. "Let's end this quickly, Spider." he declared. Peter scowled, focusing on where Slade will direct his blade with his Spider-Sense. Slade slashed horizontally and Peter slid backwards. When the assassin sliced vertically Spider-Mane moved to the side.

"Da na na na!" sang Spider-Mane, dodging each slash with ease. He webbed Slade's hoof and disarmed him, the blade hitting a tree. "Can't touch this!" he shouted, punching the assassin. Slade grunted, but as he reached for his pistols, he realized he had no conventional method to pull them out, leaving him open. Spider-Mane hopped up and covered Deathstroke in webbing.

Captain Cold held out his ice gun, "You're not very smart, Slade." he insulted the assassin. He faced Heatwave who chuckled while also bringing his gun out.

"Let us show you how to use a gun." grunted Heatwave.

Spider-Mane bent down slightly, ready for anything. Captain Cold was the first to shoot, a beam of ice nearly hitting Peter. The hero hopped out of the way in time, seeing a tree behind him turn to solid ice. "Holy--! That gun is no joke!"

Heatwave aimed his gun at Peter, a large flame appearing out of it. Spider-Mane grunted, hopping off a tree before Mick could reach him and burn him. Captain Cold sighed, shooting at the hero once more, this time switching the blast to a more concussive force than a frozen beam. He landed a shot on Spidey before he could react, his body growing slightly numb upon contact. "And that, Slade, is how you use a gun." Cold smirked.

The wall-crawler tried to stand on his hooves, but the force of the ice blast made his body mostly numb. He stumbled his way back on all fours, but he wasn't very mobile now. "Y-You think that'll keep a g-good man down?" he asked the villains, shivering from the cold he endured. Heatwave growled, aiming his gun at the stallion, Peter somehow managed to move himself out of the way in time of the flames.

Joker laughed, "Thanks for the assist, Cold!" the clown said pulling out a knife, "Now I get to have some fun!" he tried to stab Spider-Mane, the cold stallion unable to move in time, meaning the knife went through his shoulder.

"AH!" screamed Peter, trying to move his hoof to remove the blade. 'Damn it! That blast did a number on me!' he thought, trying to ignore the pain on his shoulder.

"Oh, I'm the one to get a hit in!" Joker cheered, "Something good came out of this!"

"Enough!" screamed Scorpion, "I'll end him myself!" he ran ahead and smacked the stunned Spider with his tail, sending him flying. The stallion hit a tree. Spider-Mane screamed in pain as he felt the armored appendage hit his barrel.

Spider-Mane felt the world spin around him, seeing blood drip from the shoulder wound. "Y-You won't get away with th-this!" he slurred in a shout. 'Oh man... Is it me or did Gargan somehow get even stronger?' he wondered to himself.

"We already have, Spider-Man." declared Lex, grabbing the stallion with his armor. Cracking sounds were heard as Peter shouted at the feeling. "It's over. Your friends are under our control." he revealed, seeing Spidey struggle out of his grasp, "It's no use escaping. This armor was meant to be equal with Superman, speaking of which, you won't be seeing him for a long while!"

Suddenly, something snapped in Spider-Mane's mind, hearing what Lex had said. He managed to flick a hoof and shoot some webbing on Luthor's foot, able to yank the suit so that he'd stumble. Peter freed himself from the armor's grip and flipped backwards. He saw Heatwave and Cold aim their elemental guns again. Spider-Mane scowled, webbing both of their weapons at once, jamming them for a time being. He decided to focus on Scorpion. "What did you do!?" he asked the Legion, his voice echoing across the town.

Gargan tried to lash out at Peter again, the stallion ducking underneath the sharp tail. Despite his body still recovering from being hit at near absolute zero temperatures and a stab wound, he forced himself to continue fighting. Spider-Mane jumped and punched Scorpion in the jaw, "Just be lucky I'm holding back, otherwise that jaw of yours would be knocked clean off!" he threatened, "Now, what did you do to my friends on Earth!?"

"They're our slaves now, Peter." Sinestro revealed, using his ring to trap Spider-Mane in a cage construct. The stallion tried to slam his way out, "Hm. You're afraid... Of what will happen. I don't blame you, otherwise you'd follow up on that pathetic threat and break out of this."

Solomon Grundy raised his arms, slamming his hooves onto Spider-Mane, who grunted while feeling the force of the attack. He spun in place, feeling the world go black around him. "Excellent work gentlemen." said Lex.

Peter collapsed face first onto the ground. "Now, it's about time we find an isolated area." said the mastermind.

On top of a few trees were two strange costumed figures eho had just arrived, "Hm. Seems they got here before us." said the darkclad pony.

Another pony growled, "And they got to the kid... I'll make 'em pay for threatenin' this world."

"Agreed. But I say we give ourselves the element of surprise." the dark pony said with a smirk.

"Ya read my mind."

While the Legion was busy discussing the matter of the next step in their plan, they failed to ignore a small round pellet falling on the ground, covering the area in smoke. While they wandered about, searching for a source, a distinct 'SNIKT' sound was heard, getting their attention immediately.

"Who dares--?" asked Lex.

Before he could finish his question, though, something hit him in the back, making him stumble. His eyes widened at the figure. Lex recognized the black cowl, gray suit, cape and bat emblem. "You! I finally found you again, Batman!"

Batman scowled, flipping away from Lex's repulsor blasts. "It seems you're not as smart as you thought, Lex." he taunted. While Batman was fighting Lex, Hydro-Man hid himself, his nullifier collar making him useless in the fight. The Dark Knight used his grappling gun to reach Grundy and punch him as hard as he could. He threw a batarang at Joker, "So, this is where you ended up. I never took you for a team player, Joker."

"Oh, but how could I miss the chaos?" Joker questioned, trying to stab Batman. The vigilante swiped the blade away from his arch-nemesis.

Scorpion grunted recognizing the pony wearing yellow and blue. "So, it seems you made it too, Wolverine."

Wolverine grunted, pointing his claws at Gargan. "I'm not here fer talkin', bub. You'll pay for what ya did to my allies." he sliced Scorpion but the armor didn't scratch from the impact. Mac groaned, stabbing Wolverine with his tail.

"That oughta keep you down for a while." he hissed. But when he removed the tail, he saw the hole Wolverine's heal instantly. A smirk was on the X-Man's face. "What the--?"

"Healin' factor. Remember, bub?" he scratched Scorpion's armor. Then he hopped away and tried to battle the Deathstroke, the sword and claws clanging on one another as they dueled.

"Assassin versus the Wolverine..." began Slade, "Let me show you pain."

Wolverine grunted, "I know a soldier better than you'll ever be." he blocked the blade with his hooves, and Batman managed to land a hit on Slade while he was distracted. "See? Gotta pay attention, Slade." he taunted.

Lex grunted at the sight of his Legion being beaten by the two escaped heroes, "Legion of Doom, retreat!" he ordered.

"I can handle 'em." said Sinestro.

The mastermind shook his head, "No. At this point more reinforcments can come. We can't afford to lose now."

Joker frowned, "We'll meet again, Bats!"

Wolverine attempted to run after them, but Batman stopped him. "No... Let them think they're losing. In the meantime we should do something about Peter." he gestured to Spider-Mane's unconscious body, his costume torn, and ice shown on it. The knife still embedded on his shoulder, with blood dripping out of it.

"They really did a number on him, that's for sure." sighed Wolverine.

"What the shock happened!?"

Wolverine and Batman turned their heads at the voice. They saw the other Spiders swinging and flying onto the scene. First Spider growled at the sight of Peter's body. "Look, pal. You have three seconds to explain or I'll tear you to pieces." he threatened, unsheathing his stingers.

The mutant revealed his claws as well, "You can try it, but it ain't gonna be pretty that's for sure."

Spider-Mane 2099 gazed at the Dark Knight and mutant and faced Wolverine first, "Wait a minute... Aren't you the X-Man, Wolverine?" he asked.

Wolverine looked at the future Spider, "Yeah. What about it?"

"In my timeline, you're considered one of the greatest heroes of the Heroic Age." Miguel revealed.

"Your timeline?" questioned Wolverine. "Yer from our future, huh? I don't remember Parker bringing anyone else with him to this dimension." he said, seeing Anti-Venom, "Especially you, Brock."

"That's because we all got caught in some evil plot formed by a scientist from 2099, leading to the creation of us." Scarlet Spider explained. "Sorry, my name is Ben Reilly, that brooding guy there is my brother Kaine Parker. We're clones of Peter."

"Clones? What the hell happened?" Logan muttered.

"A lot it appears. But now's not the time to dwell on it." Batman responded.

"Oh man, you're Batman, right?" Ben asked in an excited tone, at Batman's nod he cheered. "Awesome."

"Wait... If you're here as well that means something happened in both of our worlds, right?" Miguel wondered, seeing the two nod at his question, "Let's figure this out back at Peter's place."

"You're about as much of a fanboy as Parker." Kaine mumbled at Ben. "How about we bring him back to his house to attend to his wounds?" he wondered.

The others nodded, Wolverine carrying Peter over his back while the Spiders led the two new heroes into Ponyville, where a lot of explaining was to be had on both ends.

"Oh my, that's a twist for sure!" Discord cheered.

Loki rolled his eyes, "You're enjoying this more than necessary."

The draconequss laughed, "That's the point! I love a good suspenseful story. Pretty soon, the Legion of Doom is coming here! And it'll be glorious!"

"Indeed. And what of our little prisoner back on his Earth."

Discord looked back at the screen, "Thanks to the supplies Luthor gave me, he won't be going anywhere anytime soon. It's strange how he is immune to my mind control anyhow."

The two looked on the projector, seeing a man wearing blue with a red cape and an 'S' symbol on his chest, struggle in a padded room with a red light. "The Man of Steel will not be a problem anytime soon. Let's hope the heroes don't find him at Lexcorp." Loki chuckled.

Old Friends

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"Where are the guys?" Twilight asked worriedly, she had heard about what was happening thanks to Pinkie, and she and the other girls got together at the Treebrary, where they awaited the return of the Spiders any moment now.

"If they don't come back soon, then I'll drag 'em back myself." Rainbow huffed, seeing the clouds in the sky clear up.

"I don't think that'll be necessary, Rainbow." Rarity said.

Mayday looked at her mother, "Mommy? Where's Daddy and the others at?"

"They're seeing if anything caused that strange storm, sweetie. They should be back soon." Twilight answered.

"What caused those clouds to appear anyway?" Trixie questioned.

"I don't know." replied Twilight, "It was similar to when Miguel first showed up... Did another portal open up somehow?" she suggested to the others.

"Oh come on! If Sloan's back then we have to teach him another lesson!" Dash yelled.

"I don't think it's that Sloan fellow again, Rainbow." Applejack responded, "It could've been a random storm."

"Maybe." added Spike, looking at the clear blue sky, "Well, whatever it is, it's over now. Huh, maybe it was a random storm that passed by." he hummed.

"Get out of the shocking way!"

The ponies all gasped at Miguel's sudden appearance and outburst. They saw the other Spiders run by, with two strangers trotting behind them, and Peter was carried on one of their backs, clearly injured from a gruesome battle.

"What happened!?" Twilight asked, shaking Scarlet Spider.

"He got into a scuffle, but luckily these two showed up to help before he things got worse." Ben pointed at the two heroes.

Spike took note of the earth pony's strange mask and costume as he ran in to put Peter down. "Something about you looks familiar." he told the figure.

"Yeah... Do we know you by any chance." Twilight added, with Sunset nodding as well. The earth pony gently placed Peter down on the bed, leaving the others to attend to his wounds.

"Funny. I can say the same to ya." he looked down at the dragon, "Aren't ya supposed be bigger?"

"Bigger?" Spike asked.

The pony smirked, revealing three claws from the top of his hoof, "This familiar to ya?"

"Logan?" the alicorn blurted out.

Wolverine smiled, "Yeah. Yer Twilight Sparkle right? And that kid is Spike?" he turned to Sunset Shimmer, "Oh, hey Red. It's been awhile hasn't it?"

"It has." agreed Sunset. "I'm surprised to see you here, Logan."

"Likewise. So... This is your normal forms?" the mutant wondered.

"Yeah, this is what we normally look like." explained Twilight. "Now the only question is... How did you even get here?"

"That's a little tricky to answer, I'll just let Bruce do the explainin' for me." Logan gestured to Batman. The Dark Knight wasn't paying attention to the conversation and instead was focused on Peter, who was still unconscious.

"A few bone fractures... His body is ice cold... And a stab wound on his shoulder... No doubt from the Joker." Batman said to himself, observing the damage done on Spider-Mane's body. 'It's a little strange observing pony anatomy, but at least I can figure out what's been done to him from the outside.' he thought.

"Hm." said Eddie, "Ice cold? How did that happen?"

"It was most likely an ice gun shot. Meant to hit him, and not leave him frozen solid. Though, he's still shivering slightly." Batman explained briefly.

"Is he gonna be okay?" asked Rarity.

Batman nodded, "He will. His healing factor, while not as fast as Logan's, will allow him to heal in a couple hours, with some rest of coutse."

"Who are you anyway?" asked Fluttershy.

"I'm Batman." he revealed.

"B-Batman?" Twilight inquired, "Peter mentioned you so many times! I never thought we'd ever meet."

Batman looked at her with wide eyes underneath his cowl. "He has? That's... Odd. Our worlds crossed paths only a few times before now." he said.

"Let the kid be a fan." Logan chuckled.

"So... Why are you two here?" asked Eddie. "We thought the only way back to Earth was gone, but yet not only do you show up, Logan, but a hero from another universe joins as well. Something about this seems a little off."

"I'll let Parker wake up first. He'd want to hear this too." Logan said with a wave of his hoof. But as he said this, a small filly walked into the room with curious eyes.

"Daddy?" Mayday called out, seeing her father unconscious. "What happened to him?" she asked in a worried tone.

"Mayday." Twilight hushed and hugged her daughter. "He'll be fine. He just needs to sleep is all. Thanks to some old friends of ours."

"Was it Uncle Miguel and the others?" the young pegasus wondered.

Sunset chuckled, "Yes and no..."

Mayday immediately took notice of Logan and Batman after hearing Sunset's answer, who gave each other a confused glance. "Who are you? Do you know daddy?" she asked the two.

"This your kid?" Logan questioned Twilight, who nodded. "Didn't think the two of ya would settle down so soon. Congrats." the X-Man faced the filly pegasus. "Yeah. I guess you could say that. Your father and I go way back."

"What about you?" Mayday said to Batman.

The Dark Knight glanced down at Mayday, "You could say that." was all he responded with in a stoic tone.

"Yeah... I think it's safe to say this whole place just got a lot more crowded." Ben noted.

"Your telling me. I don't think we have the living space to spare anymore." Spike chuckled.

"Hey I already shocking live here, so those two need to get their own place." Miguel added.

Kaine ignored the conversation between his brother, clone's successor and Spike and decided to speak to Batman. "So, it's just you two here? No one else who can help?" he wondered.

"Not yet. Doctor Strange is trying to perform a spell back on your Earth to allow access to this dimension. So once he does, we can bring in any necessary allies to this world to help, but we have more pressing matters besides that." Batman revealed.

"What do you mean?" Miguel asked.

"Like I said, we should wait for Parker to wake up first." Logan decided to say. "It'd be easier than havin' to explain things twice."

"Alright. In the meantime, I say we should give him some space. Last thing he needs is to wake up in a crowded room full of ponies." Trixie interjected.

"I'll stay by his side." Twilight added, "I need to make sure he's fine."

"Do as you like, Twi. Tell him we'll wait up." Rainbow said. "We'll be right out here." she gestured to the living room.

While the others got Logan and Bruce aquainted to the new world, Sunset and Miguel sat down while Trixie grabbed a quick bowl of cereal, able to hear the conversation. 'Let Trixie get in on the conversation for once... I'll see if my hunch is correct.' she chuckled quietly, not wanting anypony else to know she's nearby. She took a bite of her cereal as the two began to speak.

Ben walked into the room as well, deciding to get some space, "Hey, what's up, Trixie?"

"Shush." whispered the blue unicorn.

"What was that for?" Ben whispered back.

"Let Trixie enjoy the show." replied Trixie, using her magic to lift the spoon once more.

"What show?" muttered the clone.

Trixie silently pointed to the other room, where Miguel and Sunset were speaking to each other. "Do not tell anypony, but Sunset came to me earlier about something... I'll see if I'm correct on my theory. And you'll see what I mean." she chuckled to herself.

"Oh..." realized Ben, "Sounds like a soap opera. I should watch one when I get to Earth. But let me in on this to see for myself."

"Fine." Trixie rolled her eyes with a smile.

The two remained silent as Sunset cleared her throat. "So..."

"So what?" Miguel blurted out.

"What do you know about those two?" asked the yellow unicorn.

Shrugging, O'Hara answered, "There are history records of the time the heroes of both of our worlds banded together to defeat a powerful threat, though like the details of the final battle against Green Goblin, those are pretty vague as well. Wait... Weren't you there for the battle against the Goblin?"

Sunset then frowned, looking down and finding the cushions more interesting, "Oh... Then you know about what happened to me..." she said with a sigh. "And what I did."

"Slightly." Miguel revealed. "I'm only aware of you being under mind control. And Parker and his friends bringing you back to normal... But the records, and those two didn't say anything else." he saw her down expression and put a hoof on her shoulder, "You don't need to explain anything to me if you don't want. It seems it shocking messed you up." he added with a sincere smile.

For some reason, Sunset didn't O'Hara to let go, but she ignored that weird feeling and gave him a grin. "Thanks, Miguel. I don't think I'm ready to talk about that yet."

"Anytime, Red." said Miguel, repeating the nickname Logan gave her. He got up from his spot again, "So, I wanna check on Logan and Batman in the meantime. See you around." he said trotting away.

As he walked about, Miguel saw Trixie and Ben playfully smirk at him. "What the shock are you smiling about?" he blurted out loudly at the teasing duo.

Ben patted Miguel on the shoulder, "How about we go check on those new guys." he offered. O'Hara rolled his eyes and followed Ben outside for a moment. This left Trixie and Sunset alone to discuss... Important matters.

"So... You seem comfortable around him." Trixie said to Sunset.

Sunset rolled her eyes at the comment, "I'm comfortable around all of you. Why does it matter?"

"I mean more than usual." the blue unicorn teased. "You looked even more disappointed when you thought he found about your... troubled past so to say."

The yellow unicorn huffed, "It's not like that at all. I just don't wanna ruin a friendship because somepony found out about... the old me and what I've done." she muttered.

Trixie frowned and gave her friend a reassuring look, "You don't have to worry about that at all. Twilight forgave me for what I've done and we did for you. O'Hara's not gonna think any differently of you if he ever finds out."

"Do you think so?" Sunset asked.

"Of course. Do you doubt Trixie?" she questioned.

The magic student rolled her eyes and laughed, "That depends."

"Oh hush you." Trixie replied with a chuckle.

"This world looks... a lot more calm than I thought." Batman admitted, seeing Ponyville. The Elements of Harmony and the Spiders led the two new heroes around the town.

"See? I knew you would like seeing Ponyville! Now where's that smile?" Pinkie cheered, suddenly popping behind the Dark Knight, catching him off guard.

Batman rolled his eyes under his cowl. "How did you do that?"

"Don't question it." Kaine muttered, rubbing his head.

"So, this is where Parker decided to live? Lucky kid..." muttered Wolverine to himself.

"Yeah. This is Ponyville." Rainbow Dash introduced.

"Subtle name." Batman joked in a stoic tone.

"Like the name Batman is any better?" Rainbow and Kaine responded.

The Dark Knight scowled at the two, but chose not to say anything at the moment, the pegasus gulped upon seeing his cold stare. "Anyway... We should keep an eye out. Until we know it's safe, the two of us shouldn't be leaving."

Logan nodded, "Same here. It'd be better if we left some heroes on our worlds in the meantime. But we should at least bring in some reinforcements just in case..."

"Strange should have the portal open soon." Batman reminded the X-Man. "I told Dr. Fate to send me a psychic message when the time comes before I left. His mental powers can breach through the worlds right now." he said.

"Okay, can ya run that by us again?" Applejack asked. "Cause I don't think any of us caught what ya said..."

"I'll explain later." said Batman.

"Are you always so mysterious?" Rarity muttered the question.

Logan grunted, "You have no idea..."

"Tell me about it." Eddie sighed, "I've only ever met you once or twice, Bats. But that seems to be your whole schtick."

"It's what I do." replied the vigilante. "It keeps you in suspense."

"D-Did you just tell a joke?" Fluttershy studdered the question.

"Maybe." said Batman with a thin smirk.

Kaine groaned, "Jesus... What the hell did I get myself into?"

"Alright, Loki... You can get us now!" Lex shouted.

Sinestro grunted, "I still can't believe you just ran off like that, Luthor!" he snarled.

Lex kept his composure as he looked around the empty forest, "It was a tactical retreat, Sinestro. The last thing we need is for the other heroes we have yet to capture to ambush us when our plan has begun."

"I like the way you think Lex!" Joker complimented, patting the genius's armor, a clanking sound heard as he did.

Captain Cold chuckled, "Well, on the bright side, we brought down Spider-Man for the time being."

"Yes, but now Batman and Wolverine will no doubt aid him in the healing process." Slade reminded the Legion.

"We agreed to not kill Spider-Man." Lex said.

'That's right!'

"Who said that?" asked Grundy.

Discord materalized in his astral form behind the zombie, 'Me, of course! I'm sure Luthor over here told you all about me!' he greeted the legion of villains.

"Sorta." Heatwave admitted.

'Aha! So, anyway... I'm gonna warp you all to safe haven where the heroes won't be able to find you for the time being... Until Lex perfects what he needs to get done of course.' Discord added. 'Loki is waiting for you there right now, so you all can discuss this little game of yours when you get there.'

The draconequss appeared behind Luthor, 'Oh and by the way, the dingus knight tried to track you. You may want to remove it.' he revealed to the mastermind.

"Perfect. Thanks for the tip Discord." Lex replied, removing the small chip placed on his armor.

'Anytime!'

With a snap of his fingers, Discord warped the Legion of Doom away to his hideout in Tartarus.

"Oh man..." muttered Peter in his sleep. "It feels like I fought Glacius again..." he said, still feeling cold under the covers. "Wait a minute... How did I get here?"

Before he could say anything else, though, Twilight wrapped her hooves around him. "Thank the stars you're alright. You have to stop doing that!" she yelled.

Peter let out a small chuckle, "What can I say, honey? I keep you on your toes..." he kissed her for a second. "Now, how did I get here? Did the Spiders find me?"

"Kind of. They had some help." Twilight answered.

"Did you and the girls pick me up?"

The alicorn shook her head, "It'd be best if you saw for yourself." she saw Peter gently pick himself up from the bed and stand on the floor on all fours.

'Man, I'm feeling better already... Captain Cold's gun really weakened me. I just gotta be more prepared for next time. But what did Lex mean when he said we won't be seeing Superman anytime soon?' thought the stallion as he got to the living room.

Peter saw all the familiar faces, the Spiders, the Elements of Harmony, Trixie, Sunset, Spike, and Mayday. But he also saw two strangely clothed stallions standing with them. It took about a moment for his brain to process who they were, and he was left speechless.

"Hey, kid. Been a while, huh?" Logan greeted.

"Hello, Peter." Batman said. "I see your wounds healed faster than I initially thought. You probably have some questions about what's going on."

"W-Wolverine? Batman? What are you doing here!?"

"Like that?" Ben wondered.

Where We Stand

View Online

"Okay..." said Peter, still in shock. "How about we start from the beginning?" he told the two newcomers. "Because my brain is still trying to process the fact that you two are here." he rubbed the back of his neck nervously.

"You fought the Legion of Doom on your own. Captain Cold's gun weakened you while the remaining members took you out." Batman elaborated.

"Yeah, I know that, I'm talking about your side of the story..." Peter groaned. "How are they even here to begin with?"

"Yeah... How did this world get involved in affairs across the two Earths?" Eddie wondered.

"That's what we're tryin' to figure out, Brock." Logan answered.

Ben crossed his hooves, "Well, that's just great... Some supervilains from another world just decided to take over this world... Just when I was enjoying the peace and quiet."

"Who is the Legion of Doom anyway?" Twilight asked.

Batman scowled, "They're a group of supervillains led by the mastermind, Lex Luthor. It's usually a different roster each time he brings them together to end us. He's picked quite a powerful group this time I will admit."

Peter rubbed his back, "No kidding."

"Most of the Legion are from my world." Batman added.

"Well, who's on it? They must've been strong to mess Peter up like that earlier!" Rainbow questioned.

"The biggest threat there is most likely Sinestro, an alien with a ring capable of anything and fueled by fear. Stay clear of him. Solomon Grundy is a zombie, but he's not very intelligent." Batman began to explain.

"Yeah, all he did was roar like the Hulk in anger management class." Peter recalled. "There's Captain Cold and Heatwave, two normal criminals with Elemental guns, it's obvious which gun does what." he also elaborated.

"That must've been the gun that froze your body." Kaine said. At Peter's nod, he sighed.

"Then... there's the assassin Deathstroke... He's very powerful and can think faster than you can react. Except for Peter's Spider-Sense it seems." Batman said. The Dark Knight sighed, "And then... There's the Joker. He's the most unpredictable out of the entire Legion... He may not be much of a physical threat, but he will try to play mind games and keep you in suspense. I'll handle him myself."

The ponies gulped at Batman's description of the Joker, "But he's called the Joker!" Pinkie chimed in.

"Don't let the name fool you, Pinkie." Peter interjected, "I faced him before and he may look like a clown, but he's still on one of the biggest monsters I've ever faced, right up there with the Green Goblin himself."

"That's... awful." Rarity slowly said.

Wolverine decided to change the topic, "Ya may remember some old foes of yers, kid. Saw Scorpion and Hydro-Man there as well."

"Hydro-Man? That doesn't sound threatening at all!" Ben laughed.

"Ben, to put this into perspective for you, Hydro-Man can control water... Think about that kind of power in a heavily populated city, and especially near an ocean." corrected Peter. That shut Ben up and he listened in silently.

"He's that powerful?" Applejack asked.

"Yeah. It took most of the Avengers to keep 'em contained." Wolverine admitted. "But of course Luthor wanted him... Now we have to worry about him removin' the nullifier collar."

"Well then..." huffed Rainbow. "Some freak who can control water is here. Just what we needed."

Miguel looked at the heroes, "So, what the shock happened that brought you two of all people here?"

"Before we begin, you need to know something important Peter. Superman is missing." Batman revealed.

The stallion put a hoof on his chin. "Lex mentioned hat I won't be seeing him anytime soon. Did he disappear right before all of this nonsense happen?"

Batman nodded, "Yes. We've tried looking everywhere, but none of us were able to find him. I have some allies back on my world still looking just in case. The ones who are looking are capable of taking him down if he's under mind control as well."

"Oh great... Mind control." Sunset fumed.

"So, that's what Lex meant. Are you able to get back to the two worlds to get help?" Peter inquired.

"Strange is workin' on a portal that will allow us to travel across the three worlds. The two of us are stayin' here until this whole mess gets cleared up. Batman mentioned that Dr. Fate will tell us whenever Strange finishes opening the rift."

"So, now we have a ticket back home." Kaine smirked, "Once this is all over, tell Strange to leave it open for us."

"Anyway, what happened Batman? The Legion attacked your world first, right?" asked Twilight.

Batman sighed, "It started a few days after Superman's disappearance. The Legion of Doom suddenly attacked Metropolis without him to protect it. That's when my team, the Justice League set out to stop them. But something was different."

"Different? You're fighting a legion of supervillains, what can be off about that...?" Rarity wondered.

"It was obvious the plan of attack was coordinated on Lex's end, something I figured out immediately, I know that he has a hand in Superman suddenly going missing. But we all went to stop them, but then he showed up."

"Who?"

Batman grunted, "Loki. He used his staff to place most of the Justice League there under mind control almost immediately once he revealed himself. Obviously, I got out, along with Green Lantern, Wonder Woman, and Martian Manhunter. But Flash and Captain Marvel weren't so lucky. The four of us retreated, where it was decided that the three of them and anyone else will stay on Earth to find Superman while I quietly followed the Legion of Doom to figure out their next move. That's when I found out they were heading to your Earth."

"Loki... I take it Thor's involved?" Peter groaned.

"That's my side of the story, kid. Thor's still on Earth, seein' if Loki's still plotting in the shadows. All we know is that he had a hand in opening the rift to Equestria." Wolverine admitted.

"Alright, so the Legion showed up in your world, right?" Sunset wished to hear more of the story.

"That's right. Lex and the legion attacked the Helicarrier moments before we got here. I think they took down most of the Avengers there, meanin' Cap or Stark won't be able to help us fer now. I saw Flash and Captain Marvel already there with 'em." Wolverine explained, unsheathing his claws in silent rage. "But we still have some allies and Strange plans on bringing some heroes here when the rift is ready."

"Some of the heroes are under Lex and Loki's control. Our numbers are dwindling and so far we've had no luck in finding Superman, he probably knows more about this." Batman added.

"That's what I was thinking." Kaine nodded.

"Yeah, but what should we do in the meantime? I mean, we don't even know where these Legion guys are at!" Rainbow muttered.

"We should wait for this Dr. Fate to tell us about the portal when it's ready." Sunset suggested. "Unless Batman or Logan has a viable way of tracking them down."

The Dark Knight nodded, "I planted a tracker on Lex while we were fighting." he raised a hoof, a strange blue hologram appearing on his gauntlet as he spoke. "It should give me a frequency on their whereabouts." he paused, and gritted his teeth. "Damn it..."

"What's the problem?" Ben wondered. "Oh no, wait... They found out didn't they?"

"Yes. It seems they're smarter than I admit. It seems we're going to have to wait for Strange and Fate." Batman grunted.

"Perfect." Kaine grumbled, "So now we're sitting ducks..."

"Hey! What did ducks ever do to you!?" Pinkie shouted.

"Um... It's a figure of speech, Pinkie." Fluttershy corrected.

The first clone rolled his eyes, "Glad someone figured it out."

Peter sighed in defeat, "That's just great. Let's hope Strange or Fate gets that portal soon."

"Yeah. It'd be great to see Stephen again." Sunset admitted.

"Something tells me we're going to stay in Equestria." Ben added, "It's be best if we do so, knowing that the Legion is running rampant."

"Yeah, it'd probably be for the best." Applejack agreed.

"This place just keeps getting more and more crowded." Spike noticed, rubbing his head with his claws.

Tartarus...

A beam of light appeared within the dark caverns, alerting the ponies residing in the cave. The centaur groaned, "More special guests, Discord?"

"Indeed! Meet the Legion of Doom! The very people we were discussing with a few days ago." Discord revealed, the spirit of chaos pointing at the team.

"More freaks?" Aria grunted with a roll of her eyes.

"I dunno, Aria. They look cool. At least they can fight unlike Sloan and that Doc Ock pony." Sonata admitted.

"The more the merrier, I say." Adagio welcomed with a smirk, "It's better than being forced to stay with the same ponies for years doing nothing while time passes by."

Green Goblin immediately took notice of two ponies as he stepped out of the shadows, "Well, well. If it isn't Gargan and Morris. Scorpion I'm not too surprised about seeing. But the Hydro-Man himself? I thought the Avengers locked you up like you deserved."

"Norman Osborn? Hold on!" Scorpion said, slack-jawed, "We thought you died! You got sent here instead?"

"Yes, but Parker and his friends don't need to know about that. All of this must remain secret." Goblin warned.

"I'm with Osborn on this one." nodded Electro.

"Max? I thought you were shot up into space!" Gargan was shocked once again.

"Yeah, I was. But I'll get back at that princess when the time comes." Electro explained, "Discord here warped me here after she launched me, heck even I thought I died."

"Discord brought you here too?" Morris wanted to know what else was happening in the shadows. "Is there anyone else I'm missing?"

"How about me?" Carnage hissed.

Scorpion and Hydro-Man stared wide-eyed at the red symbiote, "No... He's here too?"

"Ya got a problem with that Gargan!?" Carnage roared.

"Gentlemen, enough." Lex said in a calm tone. "Legion, meet Discord and Tirek's Sinister Six. The draconequss here offered to aid us in the shadows to help fulfill our plans."

"At least there's an explanation." Deathstroke grunted.

"Yeah! Soon, Equestria will be bathed in chaos and blood!" Carnage laughed.

"I don't think this was a good idea." Cold sighed.

"I'll say." agreed Heatwave.

"So it seems you made it after all." said Loki, stepping out of the shadows, staff in hoof. "Welcome to Tartarus, the perfect hideout away from those heroes and my accursed brother."

"I must thank you for bringing us here. Now, I think we should put our slaves to the test." Lex chuckled. "And I think we can use some more members for the Legion."

"What do you have in mind?" Loki asked, gazing at Discord, who grabbed a bag of popcorn.

"It seems Batman and Wolverine have followed us, and allied with Spider-Man. I say we should bring in a few people who can pack a punch. It seems he lived in a town close to where we were summoned anyway. Bring in the Flash, Bullseye, Green Arrow, Bushwacker and Blade as well as a few sentries." decided the mastermind. "It's time to test the heroes' worth."

"Alright, I know exactly where to send them. Ponyville it is!" Discord laughed, snapping his fingers.

"Thanks, Discord." Cold smirked. "It's time to sit back, relax and enjoy the show."

"Oh, another show?" Sonata chimed in, "Can I watch?"

"Siren, I think we can." Goblin frowned. "I am surrounded by idiots..."

"I heard that, Norman." Electro groaned, raising a hoof as sparks shot out of the limb.

"Easy, boys. We'll save the infighting for later!" Discord eased.

Tirek sat down, "I made a mistake..."

Marvel Earth...

In the Sanctum Sanctorum, Doctor Strange folded his hands, a rift open behind him, "Welcome Natasha, Clint." he said, aware of the two heroes' presence without them knowing.

"Hello, Stephen." Clint greeted.

"Is it ready?" Natasha asked.

Strange nodded, "Yes it is. I shall alert Dr. Fate of it working and have him tell Batman and Wolverine. Did you bring anybody to summon there first or are you going?"

"The two of us are staying here to make sure nothing else catches us off guard." Natasha responded, "And to make sure no one messes with the portal while you're distracted."

"But yes, we called in two guys. You can show yourself, Lang." Clint called out. A small speck hopped off his shoulder, suddenly growing, revealing a man wearin a red suit and a mask that gave him the appearance of a bug.

"Ant-Man reporting for duty." saluted Ant-Man, "And I still hate that name." he sighed.

"It's a pleasure to meet you once again, Scott." Stephen greeted.

"Same here, sorceror guy." Lang relied, shaking the man's hand. "You mentioned another guy, right? Is he coming or--"

"Already here."

Ant-Man jumped upon hearing the voice, seeing that the man was next to him. The man wore a silver jacket with hair of the same color, and he had goggles over his eyes, with headphones placed over his ears. He crossed his arms as he looked at the heroes. "What?" he blurted out.

"Must you always make a flashy entrance, Quicksilver?" Strange asked in a deadpan manner.

Quicksilver shrugged and vanished, reappearing a second later, drinking a can of soda. "It's all in good fun." he nodded, "So, where are we going? Is it my dad again?"

"No, Magneto's not involved in this. Luthor's Legion of Doom is taking over another world with help from Loki. We have a hunch that he's bringing in reinforcments there, and Spider-Man, Batman and Wolverine will need as much help as possible." Strange explained.

"While you're there, Clint and I will get in contact with the Guardians to see if they can lend a hand before this becomes an intergalactic incident across our worlds." Black Widow added.

Ant-Man groaned, "Oh man... They're a bunch of a-holes, though."

"I don't care. If they can help, we'll take it." Hawkeye scolded.

The sound of a click got the attention of the heroes. Clint, and Natasha scowled at the sight of a middle-aged man wearing a trench coat with a skull on his shirt, he wielded pistols in his hands and many more guns around his coat and pockets, as well as a rifle strapped to his back.

"I'm coming too."

"No, Frank. We all know of your... lack of restraint." Strange denied.

The Punisher glared at the sorceror, "Listen, Strange. I got info that Bushwacker is in cohoots with this Legion from an outside source. I'm going there and seeing it for myself. I'll handle him myself. That and I have a score to settle with that clown. I'm going whether you like it or not." he pointed at Stephen.

"Very well... So long as you hold back so to say." Strange sighed, seeing there was no convincing Punisher otherwise.

Frank smirked, "No promises."

"This was a mistake." Ant-Man muttered.

Quicksilver nodded, "Yeah. He doesn't seem to be the friendly type that's for sure. Now how about we go in? I'm starting to get bored standing here." he grabbed Ant-Man and Punisher's necks.

"What are you doing?" asked Scott.

"Making sure you don't get whiplash." the mutant said quickly.

"What?" Frank questioned,

"Whip. Lash." replied Quicksilver in a slower tone. Punisher gritted his teeth at the comment. The speedster zipped away and jumped into the portal with the other two heroes.

"Good luck you three... In the meantime, we should get in contact with the heroes of the other Earth and learn of their progress after you relay the message." Strange decided.

The New Guys

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'Batman...'

A strange voice echoed across the Treebrary, gaining the attention of all the heroes. "Um, please tell me I'm not the only one who heard that." pleaded Rainbow Dash.

"W-What was that?" Fluttershy muttered.

Batman looked at the ceiling as he recognized the voice, "Doctor Fate?"

"That's Fate? Then that means..." Ben paused.

'Hm. It seems it's more crowded in that dimension than I initially anticipated.' Fate observed.

"Alright, Fate was it? Batman and Logan mentioned you earlier... Do you have some good news for us?" Eddie wondered.

The voice of Doctor Fate paused for a second, 'Of course. Doctor Strange has finished opening the portal and has sent a few allies your way, although you may not like who decided to barge in, judging by what Stephen explained to me.'

"Who is it?" Kaine asked.

'A man going by the name of Frank Castle.' Fate revealed. At the sound of the name, Peter's eyes shrunk to the size of pinpricks, and he froze in place. Miguel paused, trying to figure out where he had heard that name before. Batman merely grunted at the mere mention of the man while Logan had no reaction. 'But now I must bid farewell, I will give you any necessary updates from our ends.'

Twilight and Spike tried shaking Peter out of his trance, "Honey?" Are you okay?" asked the alicorn.

"Yeah, dude. What's wrong?" Spike shook Peter again.

The stallion clenched his head, "WHY!?" he shouted at the top of his lungs. "Of all the people from my world to come to Equestria, of course it had to be the damn Punisher!" he slammed his hooves on the ground in slight rage.

"The shocking Punisher? As in the original?" Miguel questioned.

"You have a Punisher in your timeline?" Kaine asked.

The future stallion nodded, "Yeah. If he's anything like the one from my time, then I hope you have strong stomachs."

"That doesn't sound pleasant." Rarity gulped.

"Why?" Fluttershy inquired timidly.

"I had an ugly run-in with him before. What makes us better than the villains are our morals and restraint. We don't kill our enemies unless it is the absolute last resort." Batman explained. "He has no such restraint, he will kill any criminal in his path." the ponies gasped at the explanation the vigilante gave.

"At least he is only after criminals. He's still on our side." Wolverine admitted.

"Yeah, we're talking about the same guy who constantly points a sniper on my head nearly everytime we cross paths. There's a reason Daredevil and I don't like the guy." Peter reminded the mutant.

"You may not like the guy, but just be damn glad that yer not one he wishes to punish." Wolverine grunted.

"Logan... Is everything they're saying true?" Trixie quietly said to the X-Man.

Wolverine sighed, finally giving a proper explanation, "Yes. Frank can be a little... rough. The reason why I'm not arguin' is because I'm not much better." he revealed his three claws for them to see again.

"Not much better? What do you mean?" Twilight put a hoof on his shoulder.

Logan looked at the ground, "I've done many things... Unspeakable things in my past. I've wanted to better myself... That's why I joined the X-Men and Avengers... But sometimes old habits die hard... And people fall with me."

The ponies clasped their mouths, seeing their ally in a new light. Kaine was the one to break the silence, "Look. I can appreciate someone who can get the job done, even if it means getting their hands dirty. But even I get sick thinking about what I've done."

"Bro!" Ben shouted.

"Yeah, Kaine! We didn't need to be reminded of that!" Applejack said to the clone.

Eddie looked at the ground, "What about you, Brock?" Trixie poked the symbiote host.

"I used to be like Punisher... And a part of me still treats criminals with no remorse..." he whispered. "But I want to be better."

While the Spiders argued, Batman remained silent on the topic, feeling some regret for starting the controversy. But he decided to see how the scene will play out in the meantime.

Peter closed his eyes, "At least you have some amount of emotions. Frank has very little, if he even has a heart. I can do what's right without murdering criminals. What does that say about you, Logan?" he asked in a surprisingly cold tone.

"Oh shock..." muttered Miguel.

Logan unsheathed his claws, what Peter had said triggering his rage, "Damn it, kid!" he bent down and readied himself to lunge at the stallion, Peter ducking underneath the attack in time as he jumped. "I'm doin' my damn best to keep myself in check for their sakes, and of course you had to run that mouth of yours!" he snarled, Peter remaining silent as he spoke.

Before Peter could even lay a hoof on Logan, they were surrounded in auras of purple and yellow. "Peter! Logan! Stop this right now!" she ordered.

"Yeah, Pete. That was a low blow even for you!" Sunset scolded.

With a sigh of defeat, Peter groaned, "You're right..." the alicorn and unicorn gently placed them on the ground, anger still shown on Logan's face. "Listen, Wolvie... I'm sorry... It's just that Castle really pushes my buttons even when he's not here when it comes to his methods. Possibly even more than Wade, and that's saying a heck of a lot." he apologized, extending a hoof.

Logan took a glance at the stallion, before mirroring his action. "I ain't gonna take it personally, kid. It's somethin' I'm still workin' on. Just watch what ya say before it gets ya killed. Be glad I was holdin' back." he warned.

"Oh, and Parker..." added the mutant.

Wolverine gave Peter a serious look, somehow tightening his hoof, "Don't call me Wolvie."

"Are we done now?" Batman asked. At Peter and Logan's nod, Pinkie jumped up, confetti in hoof.

"Yay! Peter and Logan realize friendship's more important!" the pink mare shouted, confetti shooting above the two heroes.

"Glad we got that covered..." Sunset sighed in relief.

Rarity nodded, "You're telling me."

"Just be sure to not let this happen again. We have enough enemies. The last darn thing we need is be against one another." Applejack told the group.

"Agreed, AJ." Twilight said. "Now, all that's left is to find the heroes Strange summoned."

Near Ponyville...

Three ponies hopped out of a portal, their bodies changing instantly upon making contact in the new world. The gray aged earth pony looked at his new form. "Son of a bitch." Frank muttered, seeing that he was no longer human. "I'm a freaking horse."

"You're not the only one, pal." said the masked beige unicorn wearing the red suit. "Let's see if the particles still work." he saw a button on his hoof and he pressed it, shrinking down and growing back instantly. Ant-Man smiled under his mask, "Awesome. Pym really knows how to make a suit work."

The third brown pony looked at himself, feeling a horn on his head through his silver mane. "Hm. Let me try something." he zipped away in a blur of silver, instantly reappearing with a branch in his hoof. "Yep. I still got it."

"Can you stop showing off?" Punisher growled, "We need to find Lex and Bushwacker."

"Lighten up, dude." Ant-Man tried to ease the ruthless vigilante. "First we gotta find Spider-Man and the others." he saw Castle roll his eyes upon the mention of Spidey. "Yo, Maximoff, can you check around this place? See if we're nearby a town or something? There's bound to be a horse village or something."

Quicksilver nodded, vanishing as he ran on all fours. "I wish I has that power..." moaned Ant-Man in disappointment.

"Well you don't, so suck it up." Punisher snarled.

Ant-Man put a hoof to his face, "Well, aren't you mister sunshine?"

Punisher pointed a gun in Lang's direction, "Now you're starting to piss me off."

"Woah, easy dude!" Ant-Man shouted, raising his hooves in defense.

Frank smirked, lowering his weapon, "I'm not actually gonna shoot you, dumbass. Believe it or not, I can't do this alone... Bushwacker allied himself with the Legion, and I wanna get even with him before he causes more trouble than what's already happened." he explained.

Suddenly, without warning, Quicksilver reappeared in between the two heroes. "I found a town nearby, they might know where Spider-Man is at." he took a bite out of a cupcake he found along the way. "Man, these are good. I wanna meet the pony who made these." he complimented the small treats.

"Huh. Didn't know ponies were capable of making food. Then again, that's not the most bizarre thing I've seen." Ant-Man admitted, recalling some of his past adventures, whether solo or team-based. "You think you can get us there, Peter?"

Quicksilver smirked, placing a hoof on Frank and Scott's necks. "Hang on." he warned. The three zoomed off, heading into the direction the speedster went to earlier. "Where do you think we should stop?" he asked, his hindlegs doing the running for him.

Ant-Man looked around for a second, "How about that random tree? I think it has a door. Wait... Why would anyone live in a tree? That's like the biggest firehazard ever. What if it exploded?"

"Do you ever shut up?" Punisher shouted.

"That's what happens when you decide to join in on a battle unrelated to you." taunted Maximoff.

Quicksilver stopped right in front of the door, letting go of Lang and Castle as he got back on all fours. "Made it. Now let's see if anyone actually lives in this thing." said the fast mutant. He knocked on the door, wondering if it actually was occupied.

A purple creature opened the door, surprising the three, even Punisher. After clearing his throat after a moment of silence, Lang decided to break the ice with a wave, "Um, hi there. We come in peace." he said in a slow robotic tone.

Spike gave Ant-Man a deadpan look, "Peter. I think those allies found us instead of the other way around."

Peter and Logan were the first to meet the heroes. "Scott? Maximoff?" asked the wall-crawler with a small smile, which diminished once he saw Castle, "Frank..."

"Kid."

Ant-Man gave Peter a hoof shake, "What's up, fellow bug guy? I didn't think we'd meet again. Wow, how are we shaking these thumbless limbs?"

"Nothing much, Lang. I'm just as surprised as you are. And don't question how these pony bodies work." Peter chuckled. He faced Quicksilver next, "Sup, Peter?"

Quicksilver shrugged, "Can't complain. Got summoned here by Strange. Beats sitting in my apartment playing Pong, watching TV, and being an X-Man." he teased, looking over the wrapper from the cupcake he ate.

"Well, it's good ya made it." Logan admitted. "We have pressing matters right now."

"We heard." Lang replied.

Parker gestured behind him, "How about I introduce you to the others? It's becoming a lot more crowded around here."

"Sure thing." shrugged Maximoff.

Ant-Man removed his helmet, his eyes going wide at the sight of the group sitting down. "D-Did you set up your own superhero team here, Parker?"

"Seems like it, right?" Peter laughed. He gave off the names to the others, but Frank was distracted. He saw a familiar Dark Knight, one who was the cause of his problems. Punisher walked to Batman, and confronted him with a scowl.

"What do you want?" Batman spat.

Trixie eyed the scene worriedly, "Uh oh..."

"What is it?" Ben asked, silencing himself when he saw Batman and Punisher staring each other down.

Before anyone could react, Punisher punched Batman in the face, the Dark Knight staggering in his spot. Batman tackled Frank in rage, the teo of them tumbling across the living room. "You got lucky..." Batman warned. He gave Frank a right hook, "I knew you were gonna be trouble when I found out you were coming!"

"You've done nothing but cause trouble!" Punisher hissed, kicking Batman off his chest. "Because of your damn incompetence, that clown you call your nemesis made a detour in my city! He slaughtered an entire restaurant and ruined my only lead in finding Kingpin and Bushwacker!"

"Why are they fighting?" Fluttershy asked. "We're supposed to be on the same side."

"Yeah! We just did that!" Pinkie chimed in.

"Let them handle it, Flutters." Peter said in a stern tone. "It'd be better if we got rid of the tension now."

Frank gritted his teeth, blocking Batman's punch with his hoof. He countered by ducking and hitting the Dark Knight's barrel. "I do what I think is right!" hissed Baman. "It's not up to me to decide to cross the line in taking one's life!"

"That's your mistake! You're too weak! You hit them and they get back up, I hit them and they stay down!"

Right as Frank pulled out a small blade, that's when the two suddenly found themselves covered in webbing thanks to O'Hara and Kaine. "That's two incidents today." Kaine grunted. "How about we settle this now?" he crossed his hooves at the two.

"Now, are we done?" Rainbow questioned, annoyed by the heroes' constant fighting.

"Last thing we need is another Civil War." Ant-Man said.

Batman gave Punisher a glare, "You think I don't wonder what would happen if Joker was finally rid of? I do every night... But it's not my choice to take the life of another, like what happened to me all those years ago." he whispered.

"Well, news flash. I lost my family too by crime. Crime has to be punished for what they've done to me and everyone else they've wronged!" Frank yelled.

"Y-You lost your families? That's... terrible!" Pinkie yelled with a large frown, a tear rolling down her eye, feeling sympathy for the two. She could never imagine losing her own family.

"I had no idea..." muttered Rarity.

"Least you don't know what happened to mine." Logan added, "They can't say they had a hand in it."

Applejack paused, her own guilt building up inside her. A mistake of her past she swore to forget. She walked out of the room for some time to think. "What's wrong with her?" asked Ben.

"I-I'm not sure... She hasn't been like that in years." Rainbow Dash admitted.

Ben nodded, deciding to follow Applejack. "I'll go speak to her."

"No. They have to be afraid and doubt their actions. Not lying in a morgue!" Batman shouted back.

Frank struggled in the gossamer, "Sure, I should take the advice of a billionaire that dresses up as a bat with fancy toys!" he shouted sarcastically.

"Alright! That's enough!" Twilight and Logan yelled.

Logan used his claws to rip the webbing apart. "Just shut up, the both of ya! Fer God's sake! Parker and I went over this earlier..." he faced Castle. "I understand where you're comin' from, Frank. Believe me, I cross the line sometimes, but we can't this time. The people of this world are countin' on us to be their heroes."

Batman sighed, "Listen, Castle. We don't have time for agruing anymore. Right now we have to find the Legion of Doom. How did you even know about this?"

Punisher stood up, "Heard from a source that Bushwacker was in cahoots with this Legion thanks to the Joker. That's why I'm after the clown. That and I wanted to pay you back for that ass-kicking you gave me when we first met. I went to Strange, pretty damn simple."

"Well, that's one way to get things done I suppose." Miguel turned his head. "Did anyone see where Ben and Applejack went off too?"

"No..." Fluttershy answered.

Peter shook his head, remembering something, "Oh crap. I think I know." he said.

"Ben went to go see what was wrong." Rarity revealed. "They should be a moment, I hope."

"Oh, I wonder why she would leave like that..." Fluttershy said. "It's not like her."

"Hey."

Ben gently placed a hoof on Applejack's shoulder, the farmpony twitching in her little spot. The two of them found themselves in the Treebrary's guest room. Applejack sniffed, "Yeah? Why'd ya follow me?"

Ben sat down on the bed, "I'm not one to leave a friend when I can tell something's wrong."

Applejack gave the clone a soft smile, "Yer just like Pete. Always worryin' about others."

"It's in the genes." Ben responded with a light chuckle. "So... Are you willing to talk about your... sudden exit? I'm not forcing you to say anything if you don't want to." he wrapped a hoof around the mare's shoulder.

"N-No, it's fine. I thought I could move on, but what Batman and Punisher were talkin' about earlier... Brought back memories. I've lived as honest as I could, but I'll never forget what changed me to be that way..." she wiped a lone tear from her eye.

"What happened?" Ben questioned in a sincere tone.

"Back when ah was a filly, I was a spoiled brat without a care in the world, and not takin' mah work seriously." Applejack revealed.

The clone shook his head, "Really? You?" he said in disbelief.

Applejack slowly nodded, "Ah was tasked with buckin' the trees one day, but then I has the idea to hide out in the Everfree Forest, hopin' that somepony would do the work... Mah parents went lookin' for me."

"Your parents? You've never mentioned them before." Ben realized.

The orange mare turned away from the clone, "It's not somethin' I bring up... Anyway, by that point, I was bein' chased by these strange vines after having been lost. Mah pa pushed me outta the way, and was..." she cut herself off, the trauma of the memory hitting her again.

"He was pulled away wasn't he?" Ben sighed.

Applejack slowly nodded, her teeth gritting, "Y-Yes... Mah ma went to go find 'em, hidin' me in a tree stump. She gave me her hat, and said 'I love you...'." she paused again, tilting her beloved hat.

"Oh man... I-I had no idea..." Ben closed his eyes once he put two and two together.

"It's not yer fault, Ben. Peter and I had this discussion... Ah thought I could finally move past this, but some things ya just can't forget."

"Applejack..." Ben began to say, the clone at a loss for words, "I wish... I wish I can say I fully understand, but I can't... The closest thing I can say is I share Peter's memories. Memories of Uncle Ben. He, Kaine and I share that burden, but I can't fully figure it out. All I know is that we don't want anyone sharing his fate. I'm sorry if I'm not helping you..."

"Ben..." the farmpony began to say, "The fact that you cared to listen is enough..." she wrapped the stallion in a hug, surprising the clone. Ben reciprocated the action.

"I didn't know you suffered through that. Did what the three of them said really hurt that much?" Ben asked, not letting go.

"Yeah. Especially what Logan said. I could tell he felt guilty..." she responded.

"Hm." said Ben, unwrapping his hooves around the mare, "How about we get back to the others?" he offered, extending a hoof. Applejack grinned and took it.

"Hey, AJ! Where'd you go?" Rainbow asked.

"I had somethin' to think about." Applejack responded simply.

"You sure?" Peter questioned quietly.

"Yeah... I'm fine," she said in a sure tone, changing the topic at last.

Quicksilver zipped around the room, grabbing a plate of pancakes, which angered Trixie. "My pancakes!" she shouted. The speedster looked at the blue unicorn for a moment. "I spent an hour making those! They were made by the best!"

Miguel tried using his Accelerated Vision to see how fast he was going, but it didn't work. 'I thought my enhanced reflexes were fast! This guy's on a whole different shocking level!'

The mutant took a bite and smirked, "I can see that." he was cut off by Trixie using her magic to lift the plate back in her possession. Quicksilver decided to leave it alone, and faced Rainbow Dash, who gave him a look of interest.

"So, you're fast too, huh?" Rainbow pondered.

The speedster ran off grabbing a book, he flipped through it as he answered, "Yeah. Guess you can say that. They call me Quicksilver." he boasted.

Rainbow Dash crossed her hooves, "Oh yeah? Name's Rainbow Dash. Fastest Flyer in all of Equestria! Finally somepony who can keep up with me!"

Quicksilver smirked, "Maybe. You may not be on my level."

Miguel and Kaine groaned, "Jam it. Can we not have battle of the egos right now?" asked the future stallion,

"Seriously. God forbid someone takes the title of fastest. It's not like he can fly." Kaine noted.

"I know." Rainbow replied, "I just felt like keeping my spot."

Meanwhile, Rarity took a look at Ant-Man's suit, "How did you manage to keep this on? I thought the clothes don't change when you do." she realized. "Like Peter when he first arrived before we enhanced his costume."

Scott shrugged, "I dunno... Strange magic? Pym particles? It could be either or I suppose. Yo, Pete." he called out, getting the wall-crawler's attention.

"Yeah, Lang?"

Ant-Man looked around, "How does this world work? Why did we turn to ponies? Pym, Reed and Stark will have a field day once they see this."

"Magic!" Pinkie exclaimed, hopping behind the hero.

"Uh, yeah. That." Peter blurted out.

Quicksilver ran behind Peter, "Hey, as long as we have our powers, I think I'm good."

"That's all that matters for right now." agreed Peter.

Meanwhile, Eddie stared down Punisher. "Weren't you Venom?" asked Frank.

"Was Venom." corrected Brock.

Castle hummed, "That's right. You're Anti-Venom correct? Let's hope you don't go off the deep end..."

"Hey! It's not nice to threaten him!" Fluttershy quietly scolded.

"Pony. Listen, in my world, no one can be trusted. I'm just looking out on all fronts." Frank said.

Logan put a hoof on Frank's shoulder, "Ease up fer now, Castle. If Parker trusts 'em, then I think I can give him the benefit of a doubt." he made up his mind at that moment.

"Fine."

Batman and Twilight watched Quicksilver read through the library in a matter of minutes, the Dark Knight greeting the speedster. "You must be who Logan was talking about."

"Probably. He said something about another speedster under mind control. I can handle him." the mutant said, lying on the couch, his hooves behind his head.

"You're awfully confident." Twilight noted.

Quicksilver sat up instantly, "I can be. I'm just enjoying myself before the fun begins." he admitted with a smirk.

"Sounds familiar, all right." Sunset overheard.

While the adults were distracted, they failed to realize that a young filly had woken up from her nap. She wiped her eyes, seeing more ponies than she did earlier. "What the heck?" she asked. Peter paused at the sound of the voice.

"Mayday? I thought you were napping." he said.

"I had to wake up at some point, Daddy." she replied.

"Daddy?!" Quicksilver and Ant-Man shouted at the same time, not believing what they just heard.

"How many friends do you have?" asked the young pegasus.

Peter looked back at the newcomers, and smiled sheepishly, "A lot. Meet Scott Lang, Peter Maximoff, and I can't believe I'm doing this, but this is Frank Castle." for a moment, Peter swore he saw Castle loosen himself up, the stern eternal scowl gone from his features.

"Aw, you're so adorable!" Ant-Man cooed playfully, earning a giggle from Mayday.

"Nice to meet you, kid." Quicksilver greeted.

Punisher remained silent all the while, and walked away with Batman.

"Alright..." murmured Peter. "Hey, Spike!"

"Yeah, bro?" the dragon responded.

"Can you take Mayday to meet up with the CMC to babysit at Sweet Apple Acres? I'm sure they wouldn't mind her company." he auggested.

"Sure thing, dude." he saluted, and Spike picked her up before walking out.

"Hey, Pete." Scott started to say something, "Speaking as a father... Don't make the same mistakes I did."

"I hear you, Lang. You redeemed yourself anyway, so I'm not calling you out or anything. You're your daughter's hero." assured Peter. "And I promise I'll be the same to mine."

"Kid." Punisher broke his silence. The others immediately looked at the vigilante, "Don't take this for granted," he gave a soft smile, "You got something good here. Something I missed it seems. I know we'll be here a while, but I think you should hear it from me."

The Spiders were speechless, especially Peter. "Wow. Um, Frank. Thanks. I promise I won't. For your sake at least."

Quicksilver smirked, "I didn't think we'd all get sentimental about it." he grabbed a cup of milk and drank it.

Batman watched the scene, "We have our moments. But I think it's about time we got down to business."

Ponyville Attack, Part I

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Quicksilver hummed, zipping behind the founter at Sugarcube Corner and grabbing a tray. "Here you go, gents." he said, placing it on the table while he sat down. The Spiders, Wolverine, Ant-Man and Quicksilver decided to take a stop for some treats as Pinkie had just suggested to them a while ago. Batman and Punisher were out patrolling in search for the Legion of Doom, the two of them separated for obvious reasons. The girls also sat in their own table, getting their own dessert from Pinkie and the mutant speedster.

"So, what have you two been up to all this time?" Peter asked, leaning on his chair.

Ant-Man shrugged, "Oh, the usual. Saving the world from nutcases and the like. The Avengers still call me out for missions, but with Cassie getting older, I have more and less time to do anything at the same time." he explained.

"You're a parent too, Lang?" Rainbow asked.

"Yeah. I'm glad that she still thinks I'm a cool dad, considering my... troubled past." Scott said.

"A troubled past?" Twilight repeated. "You? You're so friendly!"

"I'm not gonna get into it right now." simply said the bug themed hero. "I was given a second chance by my mentor and family and I'll leave it at that."

"That's good." said Sunset. "Well, you seem nice anyway. So, personally, I'm not too concerned."

"Just be careful that he doesn't play pranks on you guys." Peter added with a chuckle.

"Wait how? Rainbow and I are pranksters too!" Pinkie wondered.

"Eh. I can do it... But I'm not gonna. Right now." Ant-Man replied in a slow tone. "You should worry about Quicksilver, that guy can appear anywhere in an instant. But first, I gotta find a bathroom or something. I'll be back in a minute." he stood up and walked away.

Quicksilver smirked, "I don't mean to brag, but it's totally true."

"Oh sure..." Trixie rolled her eyes, "That's only because you stole Trixie's breakfast!" she reminded him.

"Why the hell am I even here?" Logan muttered to himself. "I should'a just left with Bruce and Frank."

"You're better off here, Logan." Ben said, grabbing another cupcake from the tray. "Those two are probably going on separate tangents about how they're the night and vengeance. Not exclusive to either one."

"Yeah, that sounds about right." Kaine mumbled. "I wish I went too, honestly."

"Aw, but then you'll miss all the fun, Kaine!" Pinkie reminded him, bringing some bread to the table.

A grunt escaped the first clone's lips, "Fun? Yeah, sure." he replied sarcastically.

"Are you sure this was a good idea, Peter?" Twilight whispered to the stallion.

"Yeah." Peter said to his wife, "We're just keeping ourselves busy while we wait for Frank and Bruce to come back. They shouldn't be much longer I think. Unless they found another way back to their Earths, which I wouldn't blame them."

"Not Castle at least. He's obsessed with finding that Bushwacker guy." Eddie added. "I wonder who he is."

"Yeah, I've never heard of him. Then again, I usually stay out of Frank's business as much as I possibly can." admitted Parker.

"I don't blame you. He doesn't seem to be the most. sociable of people." Trixie agreed.

"Heh. You have no idea." Logan commented. "Though, I'll admit. I've worked with Castle a few times before. Usually by accident. But I've had a few disagreements with 'em. Granted, I think he can tolerate me more than you."

"Don't even get me started on Daredevil."

Quicksilver raised an eye brow, "Wow. This is a long rant." he ran off and grabbed a bottle of water, chugging it down in a matter of seconds. With a sigh, he placed the plastic on the table and slouched in his spot next to Kaine.

"Look, even I have to admit. There are times when you have to get your hands, or hooves, a little dirty if it means getting the job done. Can we just drop the topic now?" Kaine chimed in, hoping to put a stop to the ongoing conversation.

The ponies silenced themselves at Kaine's request. But unknown the them, a familiar face hopped on top of a cupcake, one that was lifted by Rainbow Dash. With shock on his face, he hopped on the cyan mare's shoulder and before he landed on the ground, he pressed a button, revealing himself.

"SURPRISE!" shouted Ant-Man, scaring the group.

"Holy shock!" Miguel shouted. "What was that about!?" he grabbed his chest.

"Jeez, Scott!" gasped Peter. "First Pinkie, then you! One of these days I'm gonna die of a flipping heart attack!"

"Sorry." chuckled Scott sheepishly.

"Not bad, Scott." Rainbow complimented, "You should join Pinkie and I one of these days. It'd be awesome."

"Yeah, no offense, Dash, but nopony likes yer crazy method of prankin'." Applejack said.

"What--?"

"Thanks for the offer, but I'm not one of a prankster. I'm mostly a guy who breaks and into evil places and steals evil stuff." Ant-Man decided to quote his mentor, Hank Pym.

Without warning, Quicksilver appeared behind Rainbow and Pinkie, "You should watch out." he smirked, "None of you can compete with me." he boasted.

"What makes you so impressive... Besides the super speed of course." Sunset wondered.

The speedster ran out the door, grabbing his phone, which he accidentally left at the Treebrary. "That. And I once helped Logan break into a place, and stopped their security before they could even react."

"Maximoff's fast on his feet. Ya gotta give him credit on that." Wolverine agreed.

Quicksilver went back to his table, "Well, I wanna show that controlled speedster you mentioned what I can do. Now that will be fun."

"Controlled speedster?" Peter asked, "Are you talking about the Flash? Now I see why you wanted Quicksilver here."

"The Flash?" Fluttershy repeated. "Who is he?"

"Yeah... It kinda sounds weird in the wrong context." Ben joked.

"No kidding." Miguel mumbled.

Peter crossed his hooves, "The Flash, The Fastest Man Alive, The Scarlet Speedster. Seriously that's like two nicknames. I met when our worlds crossed. He seemed friendly, but now he's under Luthor's control as well? That's just peachy... Just where the heck is Superman at when you need him?"

"Not sure. Luthor hid him most likely." Logan replied.

"Well, let's hope we can handle this threat while he's not here." Twilight said. "The best thing we can do though is go to their Earth and look for him ourselves."

"Yeah! I think we can watch Equestria while you're gone." Rainbow boasted.

"I dunno. We should ask Batman about that." Peter answered.

"I miss having hands..." Ben grumbled.

Miguel nodded, "You and me both."

"Well then..." said Ant-Man, "I kinda wish I brought my daughter here, she'd love this place." he smiled softly at the idea. "Y'know, minus the whole supervillains part."

Quicksilver shrugged, "I hear you. I should just see if Batman found anything."

"Not yet, Maximoff." Sunset said, "Give him a few. He doesn't seem to be the type that likes to be interrupted."

Batman leaned on a tree, using his Detective Vision to scan the immediate area. 'Nothing too out of the ordinary around here... This forest would make a good hideout for the Legion of Doom to get away from prying eyes.'

The Dark Knight scowled, "I can't waste anymore time... I should head back for now and scout later." he told himself, "And see if Castle found them first..." he paused, thinking about what would happen if that happened. He only imagined it ending in bloodshed, from both sides of course.

As he turned around though, Batman felt something dig into his shoulder, causing him to cringe in pain. The masked vigilante turned his head and saw a sai stuck on his limb, right above the gauntlet, as if it was aimed with the utmost precision. 'This is new... A sai? Well, it could be the turtle, but I haven't seen him since he went back to his dimension and we parted on good terms anyhow...'

"Well well..."

Batman slowly turned around, and faced the culrpit. The pony in question had a goofy smile, and wore a black suit with a target symbol on his forehead. "I can't seem to miss no matter what world I'm in." he bragged to himself.

"Who. Are. You?" Batman growled.

The pony chuckled, "Sorry, I'm used to fightin' Daredevil. They call me Bullseye. Lex and Loki sent me and a few others here to end your involvement. Luthor's payin' me a lot to do this."

"Well, that was a mistake on your part." Batman threatened, yanking the sai off his shoulder, despite the massive amount of pain he had just brought himself, ignoring it to focus on the threat speaking to him currently. "You should leave while you're still capable of using your arms to throw."

"Oh? And is that supposed to scare me?" Bullseye asked in a sarcastic tone.

"Very much so." Batman warned. The Dark Knight avoided another sai thrown by Bullseye, the assassin grunting as he tried to aim his next shot carefully. He ran ahead and grabbed his weapons right before Batman could punch him. His sai were used to block the punch, where Batman's gauntets protected him from getting stabbed.

"You missed." Batman said with a smirk.

"I don't care. There are others on the way. You're outnumbered either way."

Bullseye gritted his teeth, hitting Batman's face with his elbow. The marksman assassin jabbed the vigilante with his other hoof, stunning the Dark Knight briefly.

Batman gave Bullseye a left hook to the cheek before flipping away from the assassin. 'I have to warn the others.' he thought, throwing a smoke pellet on the ground. Smoke covered the area, forcing Bullseye to cover his eyes.

By the time Bullseye opened them, he found that Batman was already gone. "Of course." he balanced a sai on a hoof, "It won't matter either way by the time the others arrive."

The Punisher found his way near Ponyville again, after having no luck on finding the Legion. "Better than sitting around doing nothing." he told himself. 'And this place is too cheery for its own good. Reminds me of the time I ended up in Riverdale.'

Frank turned around one last time, but instead of nothing he saw a strange pony. He looked ordinary enough, but he wore sunglasses, but what got his attention was the hoof, it looked like flesh, but metal seemed to be exposed. "You..."

"That's right, Frank. I had a hunch you'd follow me here."

Punisher growled, "What matter does this concern you, Bushwacker?"

Bushwacker chuckled, pointing his strange hoof at Castle, "Power, Castle. Lex promised that I get to kill you. Meaning that you won't be punishing for much longer."

"Well, luckily for me, I'm not gonna be playing any games this time." Punisher threatened.

Bushwacker frowned, "Let's end this."

"With pleasure."

Bombs began to pop out of Bushwacker's hoof, forcing Frank to jump away before they exploded. While he was in middair, Castle pulled out a sniper he brought with him and began to shoot at the gangster, Bushwacker tanking the bullets each time. Frank landed, seeing the cyborg laugh, "It'll take a lot more than that, Frank."

"I know." Punisher put away the pistols and grabbed a rifle aiming it at Bushwacker. Before he could shoot however, the cyborg started shooting him. The Punisher rolled on the floor, avoiding the bullets before they could hit him. Once he got back on his hooves, Castle took a shot, aimed right at Bushwacker's chest. The cyborg grunted, feeling the shot go through him, but he never faltered.

"Nice shot." Bushwacker complimented, feeling boastful. He continued his assault on Castle, but the Punisher had different plans. The cyborg ran ahead and punched Castle with hid gun hoof, forcing blood to pour out of Punisher's mouth.

"That hurt... But I'm still standing."

"I know. I just wanna make sure you pay for everytime you've gotten in my way." Bushwacker chuckled. "It seems very appropriate given your body count."

Punisher gritted his teeth, holding up his rifle again. "I'm not dying until scum like you are gone." he pulled the trigger, aiming the bullet right at Bushwacker's head, the bullet going right through him. The cyborg fell to the ground in a matter of seconds.

Castle walked up to the body, and grabbed a knife by the hilt in his mouth. He lowered his head, and ripped off the metal hoof. He lofted it and placed atop Bushwacker's body. "You'll be rebuilt... Just be glad I was going easy on you this time." he threatened, walking back into Ponyville.

'There are more coming... I can feel it.'

A familiar tingling sensation ran through the back of Peter's head. A sense of dread filling his mind as he got up. "Uh, guys...? My Spider-Sense is tingling..." he warned.

"Oh wonderful." Kaine groaned sarcastically.

Ant-Man leaned on his chair, "Just when I was getting comfortable too." he muttered.

Suddenly, an army of robots crashed through the roof, startling the heroes, who got up while the various ponies ran in a panic, hoping to escape. "More robots?" Rainbow shouted. "I thought we were done with these things!"

"Not yet, it seems." Ben replied, looking at the surprisingly small number.

Quicksilver stood up, "I'll be right back." he ran out the door. A second later he came back with a bag, filled with the Spiders costumes. "You might need these."

Eddie nodded, transforming into Anti-Venom, "Let me handle this!" he roared, grabbing a robot and tearing off its head with a tendril before it could attack.

"I'll take care of 'em," Logan shouted, revealing his claws, lunging at another drone, tearing into it with ease.

Twilight used a forcefield to cover herself and her friends as a sentry started to shoot at them. "C'mon girls. We have to get rid of them before more show up!"

"Aw yeah! Something finally happened!" Rainbow cheered as she and Pinkie hopped around the robots, hitting as many as they possibly could along the way.

The Spiders managed to put on their costumes and joined in the battle now. Scarlet Spider flipped in the air, webbing up some of the robots' weapons, allowing First Spider to slice through them with his stingers.

"This is too easy..." First Spider muttered. He noticed Ben reacting to something, kicking away an arrow before it could hit him.

"What the shock was that?" Miguel muttered.

"Of course... Lex sent 'em after us." Logan muttered, seeing a pony wearing a green hood standing at the door. "Ease up on these guys. They're unaware of what they're doin'."

"Green Arrow? That's odd." Peter admitted.

Ant-Man raised a brow, "Another guy who uses bow and arrows? How original."

"Maybe they ran out of gimmicks across worlds." Sunset suggested.

Then without warning, a yellow blur passed by, hitting Ant-Man, Trixie and Quicksilver. "Oh come on! Another fast pony!?"

"I see what you mean, Shimmer." Trixie responded.

Peter's eyes went wide when he figured out who it was. "Now I see why you wanted Quicksilver here... I'm surprised he brought the Flash here already!"

"Who are these guys?!" Pinkie shouted.

"Well, whoever they are, they're workin' fer Luthor!" Applejack responded.

"Not these two. They're heroes." Peter explained.

The Flash and Green Arrow looked at the heroes mindlessly. The Spiders and ponies glared at them, seeing the robots continue to march at their spot. Spider-Mane looked at his friends for a moment before speaking up once more, "We have to move the fight somewhere else for now. Last thing I need to do is pay for damages again."

"Got it." Sunset nodded.

And so the ponies and heroes began the first of what they assumed to be many battles until they find Lex. And without Batman, they have no true method of stopping the Justice League members. But Peter knew they could cover this small army.

Ponyville Attack, Part II

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Batman ran as fast as he could, seeing some strange objects in the sky as he did. 'Luthor... He sent his LexCorp drones here already... I have to hurry.' he thought, trying to move his legs faster. 'Bullseye will already be after me. I have to hurry!'

The Dark Knight continued his sprint, but he paused once he saw something. A yellow blur of lightning sped past him, as though it ignored his presence. Batman gritted his teeth knowing that his mission just got a little more difficult. 'No... He sent him already? The Flash is stronger than he looks.. They're in danger.'

Moving his legs faster, Batman saw that the robots were going to Sugarcube Corner, where he supposed the others were at currently. A robot was seen at the door, and the vigilante decided to start the fight himself. He stood up on his hindlegs and pulled a batarang out of his utility belt, throwing it at the drone, the projectile getting tuck on the hinge of its arm.

Batman jumped up and kicked the robot down, his armor protecting his limbs from getting hurt while fighting. The robot was pushed back by Batman's hoof, forcing the Dark Knight to land. But before he could continue the assault, he turned around, using his gauntlets to deflect an arrow aimed for his head. He craned his neck, spotting Green Arrow, bow in hoof.

"You're getting sloppy, Oliver." taunted Batman.

After saying that, Spider-Mane and Scarlet Spider swung out of the small restaurant. "And out we go!" shouted Peter, as he and Ben landed at Batman's side.

"Where are the others?" asked Batman.

Ben gestured into Sugarcube Corner, "Fending off the robots in there. We're gonna clear out soon enough." he explained, narrowing his gaze at Green Arrow. "Now who the heck is this Robin Hood cosplayer?" he questioned.

"Green Arrow. He doesn't have any powers, but like Hawkeye on your world, he has extensive training, mainly survival experience, and has an assortment of arrows, as well as being a master hand-to-hand combatant when needed. He's faced Deathstroke countless times as well, so that should say something about his capabilities." Batman elaborated for the Spiders.

"Well that's assuring." sighed Peter. The stallion shot a webline at Arrow, but the archer managed to break it apart with his bow, causing Spider-Mane to groan. "Mind controlled heroes are already starting to piss me off."

"Join the club." Batman quipped.

Green Arrow charged ahead after the two Spiders and Bat. Arrow moved his bow so that it would hit Ben, but Scarlet Spider managed to flip back before it could hit. Spider-Mane and Scarlet Spider used their webbing to try to grab the bow, but Arrow ducked out of the way in time before it could connect. Batman landed a punch while he was distracted, hitting Oliver in the face. The Dark Knight grunted in pain, feeling his wound ache.

Spider-Mane flipped away as well, perching himself on a wall. Arrow knocked away Scarlet Spider and Batman in order to get a shot at the wall-crawler, but Peter backflipped out of the way in time, the arrow narrowly missing his hindlegs. "Wow. You couldn't even hit the broadside of a barn. Or in this case gingerbread house." he joked, hopping off the side of the building and kicking Oliver in the chest, sending him flying across the small field.

Green Arrow remained silent as he picked himself up. The archer grunted as Batman ran ahead. The Dark Knight and Arrow's punch collided with one another, their fists locked on to each other. Batman moved his other hoof to land another hit. And right as Arrow blocked his punch, Scarlet Spider came from above and webbed the green-hooded vigilante's hoof right before it could connect. "You're welcome." he joked, saluting the Dark Knight, who narrowed his gaze.

"I never said thanks." Batman growled. Green Arrow yanked the gossamer off his limb, scowling his glowing red eyes at the heroes who stopped him. "Now you only made him angrier. Good, it means he's getting sloppy." after saying that, Spider-Mane landed next to him, ready to continue. Scarlet Spider jumped down as well, seeing Arrow ready his trademark bow and arrow. Spider-Mane leaned backwards, avoiding the sharp projectile, but not before it ripped a part of his costume.

"Oh man! I just got this fixed! Rarity's never gonna hear the end of this..." groaned Spider-Mane, getting back on all four hooves. He, Batman and Scarlet Spider readied their battle against Green Arrow again, who proved to be tougher than they anticipated.

Inside Sugarcube Corner, First Spider and Spider-Mane 2099 along with Ant-Man and Logan helped the ponies fight off the robots, but what got their attention was the Flash, constantly delivering blows at any opportunity he could. Miguel held his head right after the scarlet speedster landed a punch.

"Shock... Can anybody do something!?" he blurted out, "It's starting to get on my nerves."

Right before Flash could hit First Spider, a silver blur managed to tackle him. "I got him." said Quicksilver, punching the Flash while he was still pinned down. The scarlet hero hissed, running out of the building, with the silver-clad mutant following him.

"Thank God." Kaine groaned, flipping away from a robot's laser blast, which got deflected thanks to Trixie. The clone jumped to the ceiling, then flipped off, digging his hooves into the head of another robot underneath him. This act seeme to slightly annoy the blue unicorn, who faced First Spider.

"Must you end Trixie's battle?" she asked with a smirk.

"I do what's necessary." Kaine muttered, webbing up the arm cannon of another bot, allowing Rainbow Dash to smash her elbow through it at superspeeds.

Twilight pushed back another robot with a spell before turning to Rainbow Dash, "Rainbow! Go see if can catch up with Quicksilver! He may need help fighting that Flash hero!" she ordered. Dash nodded and wirh a salute, she flew off to help the mutant.

Wolverine jumped forward, cutting apart another robot with his claws before it could reach Fluttershy and Pinkie. Another drone came in and tried to hit Logan, but the masked mutant held up the robot's limbs with his claws. With a grunt, Logan spoke. "Ya could help at anytime!" he shouted.

"Um... I'm not much of a fighter..." Fluttershy admitted.

"Pink one!" Logan began to say, ducking underneath a swipe before cutting the robot. "Make sure she stays safe then!" he ordered, turning around and hitting the robot again. Pinkie nodded, wrapping a hoof around the yellow mare.

"Okie dokie lokie!" the pink mare shouted.

Spider-Mane 2099 hovered next to Sunset, who shot back a drone on her own. The blue costumed pegasus flapped his wings next to the unicorn before he spoke, "Hey! Need a hand, hoof, whatever you ponies say for this?"

"No! I got it covered!" shouted Sunset back, readying another spell. But she was cut off guard by Ant-Man suddenly growing back from his shrunken state, punching another robot in middair. "Woah... I didn't see that coming." she muttered, watching Scott shrink back down after jumping after another.

"Yeah..." Miguel said, shooting a web strand at the head of another robot swiftly. The pegasus dug his talons into the torso of the metal creation, tearing apart its circuits. "I say we take the jam fight outside like the others suggested!"

"You got it!" Sunset and Applejack said, pushing more robots out the door. First Spider swung out with Spider-Mane 2099 following him. Logan sliced the head off another robot before gesturing for the others to follow them.

"Stay in here!" the X-Man told the civilians. Who nodded, not wanting to get involved in the superhuman affairs. "Good this should be over soon enough!"

Wolverine unsheathed his claws, seeing Twilight and Trixie warp and push any remaining robots outside to continue the battle in an open area for the time being. He saw Rarity use her magic to lift a sentry and throw it aside before Ant-Man jumped in the air and shrunk down inside the robot, destroying it from the inside.

"Makes life easier, that's for sure." said Ant-Man, growing back to his normal size. "Hey purple pegasus-unicorn thing! Throw me into another one of those things!"

Twilight saw Ant-Man shrink, and used her magic to carry him. "Be careful." she warned, "This may hurt a little."

"I can take it!" replied Scott, which she heard. She closed her eyes and tossed Lang into the shoulder pad of another robot, where she saw it collapse a second later. He grew again, "See? I told you." he said lightly, dusting off his gloves.

First Spider used his stingers to impale another robot, tossing it over his head to Spider-Mane 2099, who punched it away with one left hook. Sunset used her magic to slam it down on the ground, where it finally broke apart and created a small explosion, which she contained in a small forcefield. "Don't strain yourself with this spell," the two warned, seeing Shimmer clench her eyes shut to perfom the spell.

"I-I can handle it." she said with a wave of her hoof, struggling to stand up. The power of containing the explosion took a small toll on her. O'Hara lowered himself to pick her up quickly, once she was standing, he shot a webline away to continue his fight.

'This is as bad as Alchemax... What the shock goes on in Batman's world?' thought Miguel.

Meanwhile, Anti-Venom impaled some drones with his tendrils, lifting them over Applejack. The symbiote roared, "Feels good to be back!" he yelled.

"Ah'm sure it is." Applejack commented.

Eddie nodded, shooting a webline at two robots. Spider-Mane 2099 and First Spider managed to destroy them with ease. Ant-Man came back and stood next to Anti-Venom. "Um... What the heck are you anyway? Venom 2?"

"No..." hissed Brock. "It's a symbiote, but I'm on the side of good."

Sunset chimed in, covering Fluttershy and Pinkie. "You can trust him, Lang! He helped us save all of time itself!"

Ant-Man shrugged, "If you say so." he shrunk back down and landed on Eddie's shoulder, running on a tendril he lashed as fast as he could. While jumping he grew back and squashed a metal creation. "That never gets old."

"It looks like fun." Pinkie admitted. She hopped a top of a robot's head, and it tried to hit her, but she jumped off, making it hit its own head. "Whee!"

"Wha--?" Ant-Man blurted out.

"Don't question it..." Twilight groaned loudly, hitting a robot with a powerful blast. "How many more of these are there!?"

"Probably a crap ton." First Spider exhaled.

Sunset sighed, "No kidding." she pushed more robots backwards, allowing Applejack to kick them with Anti-Venom aiding in their destruction. "I'm starting to get tired here..." she panted.

"Same here." agreed Trixie, wiping some sweat.

"Does this guy know the meaning of surrender?" Scarlet Spider asked, jumping onto the roof of a building, dodging another arrow shot by the vigilante. "Seriously, my legs are getting tired here!"

Spider-Mane perched himself on a wall again, this time shooting two strands of webbing on the floor. He wanted to slingshot himself in Green Arrow's way, but as he readied to let go, something cut off the weblines, catching him by surprise. The hero's eyes widened underneath his mask as he looked around, "Uh... Bats?" he asked, "Tell me that was a misaimed batarang that broke my webbing." he pleaded the Dark Knight with a whisper.

"Unfortunately, no." Batman answered. He faced the newcomer with a fixed scowl. The pony had dark brown fur, wore sunglasses and a leather jacket. A silver katana was strapped to his back and a strange boomerang-like device was on a belt.

"Does this guy and Punisher shop at the same clothing store?" Ben questioned the apparel.

Peter shook his head, flipping next to Ben. "Really? They brought Blade here as well? They're really reaching the bottom of the barrel for hero puppets." he joked, seeing the Daywalker. "Seriously, I've probably said like three words to this guy. He's always out hunting vampires in his own little world. I'm not even sure why Luthor thought it was a good idea to bring him here."

Blade remained silent at the quip as he grabbed the katana's hilt with his mouth. Luckily, Batman managed to hold him still thanks to his gauntlet, but the wound on his shoulder started to strain him a little more than usual. "I'll handle this vampire hunter... You two take care of Green Arrow." he ordered the Spiders.

"You got it." replied Scarlet Spider. The two zipped after Green Arrow, hoping to bring him back to the side of good. This left Batman to deal with Blade. Batman didn't know who he was. The only thing he did know was that as of now, he was an enemy and if Peter was to be believed, then he was once on their side before the Legion of Doom got to him. 'It's one against one... My would shouldn't be that much of a detriment.' he thought while activating his Detective Vision, 'Hm... His blood is... Different.'

The Dark Knight faced the Daywalker, his eyes scowling at the sight of the hunter. Batman and Blade stood on their hindlegs, their hooves still locked on. Batman was the first to punch, hitting Blade in the chest. The half-vampire grunted in pain while Batman held his sore hoof, seeing some small blood spots drip through his costume. 'No... The wound... I didn't think it would affect me this bad.'

Blade lifted his katana, his hooves somehow holding on to the sword's hilt. Batman managed to roll out of the way of the swipe, landing back on his hindlegs. The Daywalker moved his sword again, this time the Dark Knight ducked underneath the slash, still holding onto his bleeding shoulder. "Hm. There should be an opening." he whispered to himself, looking up.

As Blade raised his arms again, the loud sound of a gun caught Batman's attention and stopped Blade. The Dark Knight looked up and saw Punisher standing on the roof, a gun in hoof. The hardened vigilante lowered his gaze upon Batman. "Where were you?" he interrogated Castle.

"Had a run-in with Bushwacker." upon seeing Batman's glare, he raised a hoof. "Don't stain your tights. I didn't kill him. It's take a hell of a lot to keep him down, something I've accepted for now." he began to say, hopping down next to the bat. "But that bullet won't keep Blade down. I've met him a few times. It'd take a helluva lot to stop him." he admitted to Batman, who spoke back.

"Good to know. You got anything that'll slow him down?" asked Batman.

Punisher shook his head, "I dunno. Guy like him, I'm not sure what would stop him. Didn't think I'd be fightin' a half-vampire."

"Half-vampire? How's he out in daylight?" Batman asked.

Frank groaned, "As stupid as this sounds. He mentioned to me that due to his genes, sun-screen can prove to protect his skin." he explained the best he could. "I couldn't believe it either. But here he is. So either that or Loki did some magic mumbo jumbo. I don't get myself invloved in this shit."

"You're right. That sounds completely idiotic." mumbled the Dark Knight. The two saw Blade get back up, as if he hadn't got shot. "Well, you better hope you have something."

All around the town were blurs of yellow and silver, with one of rainbow trailing them. Quicksilver ran next to the Flash, who's red eyes glared at the mutant. "Not the first time I got that look." quipped Quicksilver, turning his head at the speedster. The two continued their little race, with the X-Man waiting for the right moment to strike.

They ran past the various battles happening, but right now they were focused with each other, with the Flash wanting to eliminate his competition as quick as he could. The Flash was the first to strike, elbowing Quicksilver's side, making him stumble and slow down. The mutant fell face first on the floor.

"Well, that was mean." he taunted.

"Yo, Silver!" Rainbow called out. Quicksilver smirked at the sight of the pegasus, who hovered near him.

"Seems you couldn't be showed up, can you?" he quipped.

"Nah. Decided that you could use a hoof." Rainbow taunted. "Clearly you need it."

"Then I'll let you take the first shot." he offered. Rainbow smirked and flew forward, going as fast she could. But before she could attack, the Flash stood up, moving his forelegs fast enough so that they created miniature whirlwinds. The force of the winds, sent Rainbow flying backwards and she cursed as she was flying in the opposite direction. "That... Could've went better." he studdered.

The Flash allowed a small grin at what he's done. "You seem awfully jolly." Quicksilver joked. He ran forward, trying to land a punch on the scarlet speedster. Flash turned to the side and Maximoff craned his head to see him dodge. The Flash kicked and flipped Quicksilver, making him stumble again. Right as Flash was about to follow up, howevee, a familiar rainbow blur took him away.

"We ain't done yet!" Rainbow boasted, pushing the Flash down on the ground hard. The Flash responded by pushing her off with his forehooves, forcing her to let go. Rainbow grunted, seeing the Flash free. She hovered slightly and attempted to punch him, but he was too fast. Luckily, before he could counter, Dash ascended slightly, making sure she didn't get hurt by him.

Quicksilver hopped back up, speeding up once again, throwing a punch in the Flash's direction. The Flash scowled and grunted in pain while Rainbow spun around the hero, trapping him in a rainbow circle. Quicksilver was surprised to see that the Flash had somehow caught hee tail, tossing her aside. Luckily, Rainbow Dash got her bearings and flew back down, where the scarlet hero ducked underneath her tackle before they could collide.

Quicksilver ran forward, but Flash extended a hoof, making the mutant trip and flip in middair as he tried to get his bearings. Luckily he landed.

The mutant noticed that the scarlet hero started to run, and he followed of course. The two ran up the walls of a small building, but they didn't stop once they got to the roof. Instead, they ascended higher than Rainbow believed they could. She witnessed the two of them delivering punches and kicks in middair. The Flash grabbed Quicksilver by the throat, where the X-Man managed to counter by rolling around and giving the metahuman a right jab. Eventually, the two landed on the ground, the Flash taking the fall with Quicksilver on top. The scarlet speedster kicked him off, and started to run around.

Rainbow Dash tried to follow him, but to her surprise he stopped. But what she didn't expect was him to throw his lightning trail at Quicksilver with a flick of his hooves. While he was still, the pegasus managed to tackle him. Meanwhile, the mutant managed to move out of the way in time. He wiped off any blood he had on him from the fall, seeing the lightning projectile hit a wall and not any living ponies. With the tension gone he ran ahead to check on Dash.

Back with the cyan mare, Rainbow Dash held down the Flash, who struggled in her grasp. Quicksilver saw this and decided that he had enough. "Let's end this now." he declared. "You can let go, Rainbow. It's about time I show him who's the fastest hero."

After nodding, the pegasus released the scarlet clad hero. But it only took a second for Quicksilver to run up and uppercut the Flash in the jaw, knocking him out of the fight. The mutant smirked as he saw Flash flip across the ground. "That's how us speedsters do it." he bragged, earning high five from Rainbow.

"Heck yeah! We make a good team." Rainbow announced.

Quicksilver crossed his hooves, "The fastest have to stick together." the two heard a groan, putting an end to their conversation. "Speaking of which..." he trailed off.

The Flash held his head as he sat up. "Oh man... Feels like I took a beating from Reverse Flash..." he groaned, his eyes widening at the sight of his hoof. "...Why the heck am I a horse?" he asked aloud.

"Welcome to the club, dude." greeted Quicksilver.

The scarlet speedster turned to see Maximoff and Rainbow Dash looking at him. A goofy grin was seen on his face. "You're ponies too. Wait... Who even are you?"

"Name's Quicksilver. This is Rainbow Dash. We're the ones who just brought you back to the side of good." answered Quicksilver as fast as he could.

"How'd you even catch me?"

"News flash... Um, Flash. We're fast too!" Rainbow revealed. "Those Legion of Doom scumbags got you and a few other heroes under mind control or some junk. They're already loose here with some random robots."

"Yeah. Wanna join us? They got some guy called Green Arrow here as well." Quicksilver added.

"Him? Oh, when he gets back to his senses..." he warned the bad guys, who couldn't hear him. "Yeah, I'll help. Then I gotta get back to my world after this. As much as I wanna help stop the Legion, we still have to find Superman."

"Good. I'm sure Batman will be glad that something got done." Rainbow chuckled.

The Flash did a double take, "Batman's here? Woah... I never imagined him being a horse."

Quicksilver and Rainbow chuckled, "It's pretty funny to see."

"Who else is here that I know?"

"A bunch of heroes from my world," Quicksilver began, "Wolverine, Ant-Man, and Spider-Man with some other Spiders.

"Did you say Spider-Man? This is where he went? Man, I'd rather be here honestly. Seems so peaceful. Most of the time." Flash complimented, getting up.

"Most of the time." Rainbow quipped back.

"Besides this of course." Quicksilver added. "Now how about we kick some ass?"

The Flash nodded, "I'm with you on that! Let's do it!"

And so, the three speedsters ran back to help their friends, but what they didn't notice was a familiar assassin. "'Bout time I made it. Glad I didn't miss the show." said Bullseye, making his way back to Ponyville.

Ponyville Attack, Part III

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Bullseye managed to climb to the top of a roof, seeing the many ongoing battles. He took notice of Batman and Punisher fighting Blade, "So, those creep manages to find their way here. Not what I expected, but if I can end them..." he growled, referring to Castle and Blade. "Tis a shame Murdock couldn't be here right now... He's missing out on all of the fun." he added.

The assassin decided to keep himself hidden until he could find the right opportunity to strike. After all, it wouldn't be wise to attack when his enemies are still going. He's learned this from ruining Daredevil's life time and again.

Back with the heroes, Twilight lifted up a drone, using a spell to tear apart its limbs. First Spider hopped up and grabbed an arm the alicorn decided to toss away. The clone slammed it down on the head of another robot, destroying it with ease. He threw away the severed metal arm a moment later, feeling it has served its very brief use. He turned around, seeing Spider-Mane 2099 cover some more bots in webbing. "Alright... Where the shock are these coming from?!" he asked aloud.

"Your guess is as good as ours, O'Hara!" Sunset responded, moving to the side to avoid a laser blast shot by another android.

Twilight nodded, focusing her magic to make sure the gun was jammed, and thanks to Anti-Venom using a tendril to keep it still, Wolverine tore into the metal like it was butter. "Heh. As easy as cuttin' cake." he joked.

"Wow. I never took you for making lame jokes, Logan." Ant-Man chuckled, standing next to Trixie and Rarity.

Logan gritted his teeth at Lang's comment, "Now I'm startin' to regret bringin' you here, Scott."

"Hey, it's all in good fun, Wolvie!" Lang snarked back.

"Don't call me Wolvie." growled Wolverine, unsheathing his claws, causing Ant-Man to gulp.

"Message received." Trixie rolled her eyes, but she remained focused on destroying the robots still around. The blue unicorn focused in order to create a spell, lifting up another metal contraption, with Rarity throwing some debris at it, making dents and the like with each time. "Now we're getting somewhere..." she groaned, thinking that the forces were starting to thin out. But a certain farmpony looked upward and saw that she was proven wrong.

"I'm not so sure about that..." Applejack groaned, seeing more robots descend.

First Spider got into a battle stance. "Ugh... I've freaking had it with robots at this point." he groaned, seeing them successfully land. The clone leaped and used his stingers to tear through them as easy as Wolverine could. At this point, his costume was slightly torn from a few lucky shots and he was starting to get worn out. Evident by his panting getting heavier with each attack.

"Don't get tired yet, Kaine." Spider-Mane 2099 warned, shooting some drones with webbing, hoping to jam their guns. "We can't stop until every shocking last one of these things get torn apart."

Ant-Man nudged Sunset's shoulder, "Hey bacon-haired unicorn." he called, Sunset taken aback by the strange nickname but listened to what he had to say anyway. "Think you can do what Twilight did earlier and shoot me up there? I wanna tear some more of these things apart before they can cause more damage."

"I got it. As soon as you're ready." she agreed. Ant-Man nodded and jumped up, shrinking down and allowing Sunset to lift him. She was about say something, but she could barely see Scott turn his head to speak to her despite how small his body was now, the unicorn doing her best to hear him.

"I don't need a warning. Just launch!" he declared.

Sunset smirked and aimed Ant-Man carefully. She threw him with her magic and the small hero did his best to land on a robot successfully. Luckily, he managed to flip atop a drone and punched it, growing back to full size as he fell off of it. It exploded, but luckily, Twilight and Trixie contained it with a combined forcefield. "Alright. That happened. And it's still awesome." he cheered, seeing Pinkie bounce in her spot as he announced this.

Fluttershy swiftly ducked underneath a beam aimed at her, Applejack and Rarity deciding to team up and take it down. The farmpony turned his hooves and bucked it. While Rarity used her magic to hold it still, allowing Applejack and Wolverine to tear it down at the same time. The X-Man panted, feeling the battle starting to wear on him. The white unicorn started to feel like she was slowing down as well.

Twilight exhaled sharply, performing another spell, she could tell that her horn was starting to wear out in constant use of magic. The alicorn noticed Trixie and Sunset were starting to slow down as well. "C'mon girls..." she panted, "We can't stop now. Not until we clear all of Ponyville for good."

"Trixie is trying, Twilight." Trixie snarked back.

Sunset wiped some sweat off her mane, "We're not stopping, Twilight. Not until we end this..."

Meanwhile, Spider-Mane 2099 crashed on the floor, after having taken a hit by a robot. "Ah, shock me..." he groaned, feeling his head rattle despite not having a Spider-Sense. He saw First Spider leap next to him to help him up. "Thanks..." he muttered, doing his best to make the world stop spinning.

"They're overpowering us. Somehow..." Kaine grumbled. "There's too many of them for us to fight. This Luthor guy must've worked at Alchemax or something."

"Yeah. They won't stop!" Applejack grunted, feeling her legs wear down as well.

Ant-Man mumbled something on the ground. "Okay... Now I seriously need orange slices. I can only shrink and grow so many times." he muttered. "Not even the ants can reach these bots. Which sucks..." he added. "How's everyone else doing?" he wondered aloud, rolling in his spot to get back up, pushing his hooves on the ground to make it easier to stand.

Twilight gave everypony a stern look. "We can't stop now. We just have to wait for the others to come back." she pleaded, seeing Wolverine continue his assault. "Luthor really knows how to keep us fighting."

"You have no idea." Logan commented. He saw Anti-Venom struggle as a large number of robots tried to grab him. The symbiote roared as it started to lash out at the drones, but even he couldn't keep the fight going forever on his own.

The Punisher pulled out a small pocket knife, right as Blade lifted his katana. The skull-clad vigilante moved out of the way of a vertical slice in time, but when the vampire hunter moved his sword to the right, Frank got grazed, blood dripping out of his right hoof. "Damn it!" he shouted, gritting his teeth. Like Batman, he did his best to ignore the pain and constant blood dripping. The hoof that was hit was also the one he was armed, so he forced himself to push and attempt to stab the Daywalker.

Punisher delivered a right hook, followed by a left jab to the Daywalker, but the half-vampire grabbed his hoof and reared it back, reflecting the punch and making him hit himself. 'How childish...' Castle muttered in his head.

Blade kicked Punisher, grazing him in the stomach while he was stunned, his barrel now bleeding out. 'With as much punishment I took... That hurt like hell.' he thought.

Pushing himself back, Punisher held his bleeding limb and stomach, doing all he could to push on. Batman faced him, "You sit this one out." he ordered, still holding on to his own limb. "I'll cover for you."

Castle managed a smirk, "Never thought I'd hear that from ya." he teased quietly.

Batman scowled, "Well don't push your luck. For now we're allies." he declared. The Dark Knight stared down Blade, the Daywalker backflipping away as Batman was about to make a move. The vigilante threw a batarang, stunning Blade, then pulled out his grappling hook as fast as he could, grabbing the half-vampire by the throat and he yanked, slamming him on the ground. "And note me saying: For now." he repated for emphasis.

Punisher decided to add onto the pain by planting a bullet in Blade's back. Before Batman could say anything to argue what he did, Frank raised his free hoof. "Don't tie your cape in a knot. Like I said, it'd take some serious shit to kill this freak. Believe me..." he hissed, looking at his wound, seeing a cut larger than he initially thought.

Planting a hoof on the ground, Blade pushed himself up again, like earlier, his wounds seemed to heal. Punisher growled, "We gotta put 'em down now!" he yelled. Batman nodded, as Blade raised his sword again, but the cowled hero rolled out of the way in time, blood pouring onto the grassy street as he did. "We're not the enemy, Blade!" he attempted to plead, but Blade ignored him. "You can fight it!" silence was heard from his opposition.

"It ain't gonna work, Bats." Punisher realized.

"I noticed." snarked Batman.

Blade pulled out a small rifle, standing on his hind legs to aim. He pulled the trigger, and a bullet shot out. Batman winced in pain as he moved, meaning that he couldn't dodge, and the bullet went right through his leg, creating yet another wound. He clenched his stinging leg, wanting to continue the fight. The Punisher stood next to him, limping ahead of the Dark Knight.

Frank held out a small pistol and shot it point blank, Blade swiping the bullet away with his sword. "Son of a bitch." muttered Castle. He somehow gained the energy to leap backwards away from a roundhouse kick and countered with an uppercut, hitting Blade's muzzle as hard as he could, sword wounds not stopping him.

In response to this, Blade jumped to the nearest rooftop, the two vigilantes not able to catch him in their condition. Batman attempted to use his grappling gun, but the Daywalker deflected it with ease in the blink of an eye. "No dice." grunted Castle, seeing the move the vampire hunter just did. "Guess we're waitin' on the others."

"As much as I hate to admit it... We may have to." Batman admitted, feeling himself lose consciousness from his wounds adding up at last after resisting.

Spider-Mane backflipped over Green Arrow's arrow and swiped it away with his hoof. "Wow, really Arrow? Not even a trick arrow or a boxing glove? Wow, you're even lamer than Hawkeye." at the green hooded vigilante's silence, he sighed. "C'mon. Not even a quippy comeback about how I failed this city or whatever? You're no fun." he said, leaning to the side as Oliver attacked again.

Scarlet Spider perched himself on the ground, seeing Arrow ready to perform a middair kick. Ben swerved back and backflipped, kicking Green Arrow in the gut in the process. "Wow. Under mind control these guys get really boring real quickly."

"You're telling me. At least the Capcom guys say something witty every now and then. This is just... very one-sided in terms of conversation." agreed Peter, shooting some web-lines at the nearest wall, slingshotting himself at Oliver. But Green Arrow saw that attack coming and swiped his bow to the left, hitting Spider-Mane in the face while he was in middair, making him hit the building. "Good thing... this wall was here to... break my fall..." he groaned, stuck to it. He slipped off eventually, to get his senses back and feeling in his legs of course.

Scarlet Spider, while Oliver had his back turned, punched Arrow in the back of the head, dazing him. "Bingo bango bongo!" he cheered after getting the hit in. "You alright, Pete?" he asked in a slightly concerned tone for his brother.

"Yeah... This nice soft floor really helped." mumbled Spider-Mane. "Now I'm starting to miss the Capcom guys..." he said, now standing on his hindlegs. "You got any ideas, bro?" he asked Ben, who shrugged in response. 'Then again, Ryu hated spiders so it was much worse then this, but at least Mega Man was with me... Man, what if those guys came here?'

"Go with the flow?" he suggested.

Peter sighed, "Yeah. You're my clone alright." he hopped up, aiming a divekick in Green Arrow's direction. What the two Spiders noticed was that he was fighting defensively, to make up for his lack of superpowers in this battle. Spider-Mane scowled under his mask, his bug eyes doing the same as well. The stallion hopped onto the wall he landed on a second ago and hopped off, using his enhanced speed to try to land a hit on Oliver.

Green Arrow wasn't prepared for Scarlet Spider, who came from above, shooting a lengthy amount of gossamer on him, trapping him in a small cocoon. By doing this, Spider-Mane successfully performed an attack that collided with Oliver, a bruise began to form on the gray stallion's hooded muzzle.

Scarlet Spider punched Oliver, who managed to break out of the webbing, sending him flying across the street. Green Arrow flipped around, successfully landing on all fours. He lunged at Ben, who shot some more webbing in his direction. The Arrow grabbed a loose arrow, using it to break apart the gossamer before it could reach him. "Aw breadcrumbs..." mumbled Scarlet Spider. Oliver threw the loose arrow instead of shooting it, the clone's Spider-Sense allowed him to avoid it before it could impale him. "That wasn't very nice. Or ethical. You forgot the bow." he joked to the archer.

Spider-Mane stood next to Scarlet Spider, "Don't bother. When the Legion of Doom got these guys, I hoped that they at least retained a sense of humor. Guess I was wrong." as he extended a hoof however, he yelped as he felt something go into his back as did Scarlet Spider. The stallions turned around and saw Bullseye standing on the roof, some trusty weaponry in hoof.

"Bullseye? Shouldn't you be fighting Daredevil or something?" asked Spider-Mane.

Bullseye crossed his hooves, "Got bored. He's under mind control as well. Maybe you'll see him." he shrugged. "Let's end this, Arrow guy." he ordered. Green Arrow mindlessly nodded at the demand, pulling out his bow and two arrows.

The Spiders groaned as they could barely walk, the wounds on their backs proving too much. As the bows neared them, however, Peter and Ben grabbed them, a surprisingly confident smirk appeared under their masks. "You missed." he hissed in pain. He and Ben saw the faintest of smirks on Arrow's face. 'That can't be good.'

Smoke suddenly shot out at the two, causing Spider-Mane and Scarlet Spider to cough. "Oh come on!" groaned Ben. "I can't... Believe... we fell for... that." he mumbled, beginning to lose feeling to his limbs. "What a terrible night to have a curse."

"You're telling me." groaned Peter, feeling the same. 'A paralizing gas. Not permanent, but it'll leave us stuck...' he thought. 'Longer than we want.' he added, struggling to move with Scarlet Spider, making them collapse while awake.

"Peter!" shouted Twilight, seeing her husband unable to move right there. She was too tired to fight back though as the robots continued to tackle and grab her and her friends. Wolverine and Anti-Venom were the only ones still fighting, but even they couldn't keep up at this point and protect everyone around.

Blade readied his boomerang weapon at Batman and Punisher, who struggled to move out of the way in time. And Spider-Mane 2099, Ant-Man, and First Spider found themselves on the floor, trapped by some LexCorp bots that caught them off guard. Above them, were flying robots ready to shoot. Back with the two Spiders, Bullseye and Green Arrow aimed their weapons, and at the same time, the opposition fired, the shots could be fatal.

But then time seemed to slow down in the area, as three familiar poines stepped in, their blurs revealing who they were, and they noticed how everything declined after they left. Quicksilver faced Flash and Rainbow Dash. "Seems they need our help." he gestured to the group.

Rainbow smirked as Flash nodded, "Looks like it." he said, seeing everything move in slow motion.

"Aw yeah! Now we're getting serious!" Rainbow boasted, seeing the bullets and lasers inch their way through the air. She faced Quicksilver, who gave her a grin.

Quicksilver held his hooves together, somehow cracking them in the process. He placed his headphones over his ears, wanting to listen to an old song in the meanwhile with his phone. He ran ahead, seeing the group all trapped and tired then ran back to Rainbow and the Flash before speaking.

The mutant looked at Rainbow as he gestured to the flying robots, the mare nodded as she zipped to the skies. He then looked at the Flash, who gave him a sincere smile. Then the two sped off in a blur of silver and yellow.

Rainbow Dash saw the flying bots gathered in a circle. She planted a hoof on one of them, seeing it slowly dent with her touch. The pegasus then moved to her right and zipped past the remaining ones in the circle, seeing their metal pieces slowly fly off of their bodies.

Quicksilver saw a robot hold down Miguel and Kaine. He ran to it and gently moved its arms away and held its head slightly, seeing the hinges on the drone loosen with each action. He grabbed O'Hara by the neck and zipped away, leaving Flash to do the same with Kaine. The projectiles inched slightly closer as they did this. The mutant saw Logan growling at another bot, he grabbed the robot's back and slightly kicked it, breaking it slowly.

The Flash, meanwhile, saw Trixie and Sunset hold back as many robots as they could. The scarlet speedster ran ahead and removed the robots from their spots, allowing Rainbow Dash to punch through them with ease. Then he grabbed Sunset Shimmer, after placing her in a safe spot, he did the same with Trixie, leaving that area clear.

Quicksilver spotted Twilight and lightly shoved a few robots in the direction of the nearest building, knowing what would happen. Rainbow decided to push them even harder, ensuring their destruction, the mutant then grabbed the alicorn, while the Flash found Ant-Man. He gently picked up the shrinking man, taking him away from the battlefield with yellow lightning behind him.

With Anti-Venom, Rainbow decided that since he really couldn't be moved, that she'd help lighten his load. She sped past the barrage of robots on him, and threw some, them flying away in slow motion. She let out a chuckle at the sight.

Applejack and Rarity were fending for Pinkie Pie and Fluttershy, evident by their motion. Quicksilver, Flash and Rainbow noticed this as the robots got closer slightly. The cyan pegasus moved ahead, elbowing a sentry and destroying it ever so slowly in their timeframe. The Flash grabbed Pinkie while Rainbow grabbed Fluttershy, the two moving away to get them to safety. Rainbow came back a second later, grabbing Applejack in the process, leaving Flash to destroy the robots in that smaller area in the meanwhile.

Quicksilver smirked, licking his hooves slightly. He grabbed Rarity by the mane, ruffling it slightly as he moved her out of the way, right after that, the laser moved through where she was just standing. Now done, the Flash moved on to the other area.

The scarlet speedster saw Batman and Punisher lying on the floor right as Blade's boomerang neared them. Flash ran in front of them and lightly moved the projectile down to the ground while Rainbow made sure those two got to safety. Quicksilver got to the roof, seeing Blade unmoving in their timeframe. The mutant speedster grabbed Blade's hoof and moved it toward his face, ripples seen on his muzzle. He decided to leave it at the that, but not before grabbing his katana and throwing it on the ground next to him.

The Flash saw Spider-Mane and Scarlet Spider lying on the floor as well. Rainbow Dash gently lifted Ben up while Flash picked up Spidey. The two were ready to speed off right after Quicksilver showed up, moving the arrows and blades aimed in their direction with a hoof, making sure it'd give a warning shot to Bullseye. He then got to Green Arrow, yanking the bow back to his face and pulled the hood over his head for fun, a smirk on his face.

The Flash and Rainbow Dash saw the projectiles aimed at the walls and decided to move them up a little. A chuckle escaped Rainbow's lips as she pushed the arrow upward a little so that it'd barely miss Bullseye's face. Then Quicksilver and the Flash decided to team up and end this little trip by punching Bullseye in the face after the arrow passed by his muzzle.

They high-fived as they considered it a job well done.

Then, time began to flow normally. From the perspective of everypony else everything seemed to pass in a blur as they moved to another location in a matter of seconds. The robots that were giving them so much trouble were suddenly flying into walls, and blowing up, leaving Wolverine and Anti-Venom to wonder what just happened.

The projectile Blade threw forced itself to the ground, as Blade suddenly punched himself in the face. Hard. And fell off the small building, rendering him unconscious after another hit by Punisher. Nearby, Green Arrow suddenly felt his hoof spaz out and hit him in the head with his own bow, and his hood suddenly covering his vision, him tumbling on the floor as well.

Then an arrow barely skimmed Bullseye's face, causing him to eylp in surprise. Then he was suddenly knocked unconscious thanks to Quicksilver and Flash. The three speedsters noriced the other heroes' stunned expressions. The mutant smirked, "What? You didn't see that coming?" he asked the group nonchalantly, crossing his hooves and removing the headphones.

"B-But... How...?" Twilight studdered to say.

The Flash gave a goofy smile, "We're fast." was the only answer he gave them. He saw Logan smirk with Batman giving a reassuring nod at his comment.

Spider-Mane and Scarlet Spider twitched in their spots, feeling the rush of adrenaline in their bodies again. "Woo! What the heck just happened?!" he asked.

"Yeah. It felt like I just teleported. And not in a good way." gagged Ben slightly.

"The kid managed to end this little battle of ours with some help." Logan explained, pointing to the remains of the robots.

"Thank God..." hissed Anti-Venom, reverting to Eddie. "Nice job you three. Even I was getting tired,"

"It was no problem." Rainbow said.

Meanwhile, Fluttershy spotted Batman and Punisher, and she gulped at what she saw. "Batman? P-Punisher? Are you okay?" she asked worriedly.

"We're fine. We should get patched up once we clean up and explain what's happening." Batman managed to say, holding his wounds which stung.

"My mane!" Rarity screamed. "What in Equestria happened to it!?" she asked, not noticing Quicksilver and Rainbow chuckle quietly. Earning hoof bump from Peter in the process.

"What the hell?"

The heroes turned their heads and saw Green Arrow get up from his spot. "Why am I a freaking horse?" he asked. "Oh, hey Batman." he greeted in a gruff tone. "Didn't think I'd find you of all people here."

"Likewise." Batman nodded,

"Glad to see you're alright, Arrow." Flash said. Green Arrow grinned at the sight of his comrade.

"Hey, Flash. Can anyone explain to me what's happening, and why I see Spider-Man and some heroes from the Marvel Earth, and why there are rainbow colored horses staring at me?" he wondered.

"Yeah same here." mumbled Blade, getting up from his spot. The first person he took notice of was Castle. "Frank."

"Daywalker." replied Punisher.

"Didn't think you'd be in this kind'a place." Blade admitted.

Frank growled, "I could say the same to you."

Ant-Man rolled his eyes, leaning on the wall, "This is gonna take a while."

And so, the group explained the situation involving the Legion of Doom, the portal and Superman's disappearance. Arrow exhaled, "So, that's what happened... Superman's still missing, huh?" he asked rhetorically, earning nods. "Flash. You can stay here for now, I'll cover Central and Star City while you're gone. These guys could use your help. You said Cold and Heatwave were here anyway so things should lighten up there anyway."

"You sure, Oliver?" Flash inquired.

Green Arrow nodded, "Yeah. But let me know if you need help, and I'll stop by to lend a hand."

Peter faced Scott, "Hey, Lang. You think you could stick around until all this is over? No pun intended." he chuckled.

Ant-Man shrugged, "Sure. You could use all the help you can get anyway."

Quicksilver smirked, "Now hold now. You're gonna need some more speedster help. I'm staying as well." he decided.

"Whatever you want, Maximoff." Wolverine commented. "Just don't be a showoff."

"Eh. Showing off is what we do best!" Rainbow announced.

Punisher looked at the ground. "You do that. I gotta get back to New York. I'm staying out of this mess. But... As much as I don't want to. I kinda like living, so if it's really an emergency, then I'll come over to lend a hand for you imcompentent dumbasses."

"Same here. I owe you all for saving me from being what I hated. Just tell whoever it is to get me and I'll maybe stop by." Blade agreed.

"Great!" cheered Ben. "The more the merrier!"

A light chuckle was heard, gaining the heroes' attention. They turned and saw a blue alicorn wearing a costume. His familiar yellow points getting recognition.

"Indeed. But will it be enough?" he asked, a confident grin on his face. His staff appearing in his hooves.

"Loki!" growled Spider-Mane, the heroes gathering beside him for battle.

Loki smiled, "Do not worry, Spider-Man. This was only the first test. And you and your friends passed. I'm only here to help clean the mess." he revealed.

"What do you get out of this, Loki!?" grunted Batman, "Messing with both of our worlds?"

"Not much. Just a little fun." he admitted, with a wave of his staff, the debris, robots, Bullseye and Bushwacker faded from Equestria. "Those two were useless anyhow. But fret not. The next batch will prove to be much tougher than you will ever expect."

"Why are you doing this?" asked Twilight, "We've never done anything to you!"

"Yeah. Heck, we never even heard of you!" Sunset shouted.

Loki scowled, "You dare not know me? The God of Tricksters?!" he scoffed, but kept his composure, "But if you must know. I'm doing this as a favor."

"A favor for who?" Miguel questioned.

The god rolled his eyes, "Luthor." he lied. "He wants both worlds under our control, and I'm just the one who can help." he explained to the heroes.

"You sick freak!" Logan roared, lunging after Loki, but the Trickster God vanished in a green light, laughter echoing across the town. "Shit!" he yelled.

Peter put a hoof on Wolverine's shoulder. "We'll get him, Logan. He and the Legion of Doom will regret messing with us!" he declared.

"Yer darn right he is!" Applejack shouted.

"But how about we patch up first. I'm ready to pass out. Right about..." Peter began to tilt until he fell. "Now." he closed his eyes and was unconcious.

"Idiot." muttered, Miguel, Kaine, Logan, and Frank. While Twilight and her friends laughed. Batman shook his head at the sight.

The civilains walked out to see the commotion what with the giant robots attacking, "It's okay everypony!" Twilight assured, "All this will be over soon!"

"Are you sure?" asked Derpy, holding Dinky.

Ant-Man walked next to the gray mare, "Yeah. Just stay safe, okay? Last thing we need is anybody getting hurt while we're... Being heroes. Eh. Better than saying I'm going to burgle someone." he tried to say in a cool, heroic tone.

"Like he said, ma'am. Stay clear okay? That goes for all of you!" Green Arrow ordered in his gruff voice.

Peter smiled, "It's alright you two. These guys are with me. They're... Old friends, you could say." he told the ponies when they gave Arrow a questioning glance.

"Okay, Spider-Mane." Dinky said.

Derpy nodded, "Then we're in good hooves." she held up her Spider-Mane cap to the others.

"Merchandise?" Logan asked.

"They wanted it, not me!" Peter said defensively.

Twilight ignored the conversation and faced Rainbow, "Hey, Dash? Can you tell Zecora of what's happening? And see if she apcan bring some herbs for us to heal?"

Rainbow saluted, "You got it, Twi!" and she zipped off.

"Can we just go home? Trixie is seriously tired." Trixie sighed. The others agreed and made their way back to the Treebrary, where they hoped the Legion of Doom would give them a small break.

Some Amazing Friends

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The sun began to set in Ponyville, after another day of pure chaos, the heroes just wanted some time to rest. And of course, the CMC wanted to be aware of what was happening. So after getting the injured back to the Treebrary, Peter picked up the children to explain the situation to them, and they took it in stride.

"Is that what your world's really like?" Scootaloo asked in amazement. After the battle, the Cutie Mark Crusaders, Spike and Mayday returned to the Treebrary, hearing about the new heroes that arrived in Equestria sometime ago.

Barry nodded, "Yeah. Full of metahumans and the like. Green Arrow usually fights crime in his own city. In fact, most of us operate in separate cities." he explained, gesturing to Batman and Green Arrow, who nodded as well. "So, unless we're needed for Justice League business, we're on our own."

"It means it's gotta be less crowded. It feels like every superhero on our Earth lives in New York." Ant-Man chuckled, taking another sip of his recovery orange juice that Mayday gave him upon his request. The flly sitting next to him. "And we still don't just team-up for everything we do."

"Really?" Applebloom wondered. "How big is it?"

"We're talking really big. Like twenty-five times the size of Ponyville. And shrinking multiplies that number even more." Scott revealed, earning a few gasps of wonder from the fillies.

Frank leaned on the sofa, his wounds having already been tended to. He wore a bandage around his barrel and hoof. "Well, I tend to stay away from everything..." he grumbled.

"Well, that's on you, Castle." Ant-Man quipped.

Blade sighed, "Can we just get going already?"

Green Arrow crossed his hooves, leaning on the wall, "We just gotta wait for Doctor Fate to give us the signal. Something tells me we'll be back here anyhow."

"I hope not." muttered Frank.

"Howdy do to you too." Applebloom mumbled to herself at Frank's grumpiness.

"Thanks for helping, Zecora." Peter thanked. "Surprisingly, I got out of there mostly unscathed." next to him were the other Spiders, standing by and waiting for the portal that Fate and Strange were working on. They were all out of costume and their very minor injuries were not needed to be tended to.

The zebra chuckled, "You're welcome, Peter. You have quite the number of friends here." she replied with a sincere smile. The stallion leaned on the chair, seeing Twilight, Trixie and Sunset lying in bed, exhausted from exerting too much magic. The three were currently sleeping. "Their magic was overused. They must rest and not have it abused." she explained briefly.

Miguel raised a hoof, "That's a relief. And new. How often does that happen to unicorns? Or alicorns for that matter?" he asked the zebra, hoping for answers. "This type of thing doesn't sound like a common problem."

"It depends. For you see they did it to protect their friends." Zecora answered.

Ben nodded, "Yeah. They were shooting down robots, protecting us, and even containing explosions. I imagine it'd take a lot out of somepony with magic." he trailed off, the clone gazing on his hooves, which held his costume, "So, a few days huh? That's not too bad, I suppose. At least they're still conscious."

"That is true." Kaine replied, "If anything worse happened, the Legion of Doom would suffer. Wait... They must've had this planned. They wanted these three out of battle for a while, meaning that we're out of a few heroes and assets." he realized, his eyes widening, and he tried to clench his hoof. Peter sat in silence, wondering it what his brother had said was indeed true.

"That is a possibility. For you it seemed too easy." Zecora added.

"Maybe. But that's another matter all together." Miguel answered the clone, waving a hoof. "What matters is that we're down three magic users. They may still be able to move for now, but they'll be shocking useless in a fight."

"Well, let's hope that we don't get into a battle until they recover." Peter pleaded, placing his hooves behind his head.

Eddie groaned, "There it is. Do you realize what you've done?"

"What?" Peter blurted out, forgetting his luck.

"Do not worry, you five. But for now, I must leave. Tell the others I said hi." Zecora said, getting up.

"See ya, Zecora!" Peter waved. Seeing the zebra step out of the door away from the chaos that was his house. "Man, I'm glad I know her. She's been picking up my slack for years now. Maybe she can teach me some of that tribal stuff."

The Flash ran into the room, seeing the Spiders. "Hey, guys." he said. "How are they?"

"They're fine. They just need to rest and not use magic." Eddie explained to the metahuman. The Flash sighed in relief at the news, sitting down next to Peter. They took another look at the three, who were still breathing, but judging by the bags under their eyes, they could tell they were exhausted.

The scarlet speedster sighed, "I'm sorry. I would've never expected the Legion of Doom to do something like this. To ruin this peaceful world like they're doing now. And knowing that I was involved in this? I fight other speedsters who abuse their speed, but the Speed Force chose me... To be a hero. And I failed." he raised his hooves, as though to emphasize his point.

Peter noticed how down the usually cheerful Flash was and placed a hoof on his shoulder. "I've been in your spot before. Minus the mind control, I think. But being in this world taught me to move past my mistakes... Most of the time." he whispered the last part, hoping that no one else heard him. "But none of this was your fault. It was Luthor's and Loki that did all this."

Barry gave Peter a smile, "You're right. I'm just glad that damage was minimal. And that these three are fine. Honestly, I'm surprised that they're this exhausted and didn't collapse earlier."

"They're hard to put down. Many have tried." Ben chuckled lightly.

Eddie nodded, "Yeah. They're safe. And we got you back to normal. I say that's a win."

"So, Flash, was it? You're staying with us?" Kaine asked.

Barry looked at the clone, and answered, "Yeah. At least until we defeat the legion. Is anyone else sticking around? Oh, uh, no pun intended of course." he chuckled.

"Well, Ant-Man and Quicksilver are as well. Batman and Wolverine made it their mission to be here as long as they can. They're not leaving until they know the Legion of Doom is defeated." Peter elaborated for the Scarlet Speedster.

The sound of moaning ended the conversation, and the group stopped their talking, seeing Twilight twitch in her spot. "Peter? What happened?" she slowly moved her head, "And why are Trixie and Sunset here with me?" she wondered.

"The three of you collapsed on the way here. We decided to put you in the bed, since we're kinda running outta space here. Don't worry Zecora stopped by and tended to everyone here. But..." the stallion slowly began to say, "You three overexerted yourselves, meaning that you'll be without magic for a while. Zecora said maybe a few days. Don't worry, you can still move, just don't use magic." he added, withdrawing any worry from the alicorn.

"Hey, Twilight..." the Flash said quietly. "Um, sorry about all this. I'll be sure to make it up to you all for what happened."

The lavender alicorn gave Barry a small smile, "Don't worry about it, Flash. You weren't in control. You said you were helping us anyway, right?" she asked, at Barry's nod, she continued, "Then you have nothing to worry about."

"See?" Peter nudged the speedster gently. "Told you they would be fine."

'But what about Sunset?' thought Miguel, 'Wait, why the shock did I think of her specifically? I'm worried about Trixie too!' he chastised his own brain. 'But at least Twilight's awake. Parker nearly had a heart attack when she fell, with good reason of course.'

"Where's everypony else at?" Twilight questioned.

Ben pointed back, "In the other room. I think you should stay in bed for tonight. Heck, Peter will make sure you do that. Or he'll kick us out of the house."

Twilight gave her husband a smile, "I'm the one who should be worrying."

Peter shrugged at his wife, "Gotta switch things up at some point. Luckily, if it were just me here, I'd have sent you all to Canterlot to safety, but I think you three have enough bodyguards covering for you." he explained to her.

"You guys can go back. I'll try and wake up Sunset and Trixie." once she heard snoring, she groaned, "Never mind."

The Flash zipped back to the living room and stood next to Quicksilver. "So..." he started to say, leaning on the wall. "How'd you get your speed?" he wondered, wanting to speak to a speedster that for once wasn't trying to kill him.

"You wanna trade stories?" Quicksilver teased.

Barry smiled, "Sure. It'd be great to speak to a speedster that for once isn't trying to bring about my death or torment my life. Except Jay, Wally and Bart. But you go first." he offered his silver maned friend.

Quicksilver chuckled, "Mutant genes passed down from my father, who's a supervillain in my world. What about you?" he inquired in a nonchalant manner.

"Wait what!?" Pinkie and Rainbow houted, overhearing his story.

The three fillies looked up at him, "Yeah, what did ya mean supervillain?"

"Nothing. It's the sad truth." Quicksilver shrugged off, "But anyway, how did the Flash come to be?"

Barry looked out the window, memories flashing in his head, "Chemicals, lightning and a particle accelerator. A mix led me, and a bunch of other people in Central City, to get superpowers. We're individuals known as metahumans. And I'm the only one fast enough to stop those who seek to use their powers for the wrong reason."

"Wow." was all Scootaloo said. "How fast are you two?"

Rainbow Dash decided to butt in, "Heh. The three of us are so fast. That time managed to slow down. We saved everypony. And I mean every single one of these guys here." she boasted.

"But you're the fastest right?" Scootaloo added.

The cyan pegasus nodded, confirming the orange filly's question, earning an eye roll from Quicksilver and the Flash. Blade walked back into the room, a scowl evident under his sunglasses. "So, if you're a half-vampire how are ya in the daytime?" Applejack wondered.

"Sunscreen." the Daywalker said in a serious tone.

"...Right." Spike muttered, "Speaking of which, what the heck happened while I was gone? And I missed it..." he huffed.

"A lot." Green Arrow replied. "It doesn't matter. From what Peter told me, you did your own part anyway in making sure the kids were safe." he complimented.

"Thanks." replied Spike, "Are you like Batman?" he asked.

Oliver smiled, "I've been getting that a lot lately. Kinda, I guess. He's more of a... friendly rival to me anyhow. I gotta be the one to show who's the better vigilante." he laughed, pretending to shoot an arrow with his bow, which he pulled out to show the dragon.

Frank groaned at was happening around him, "Oh my God. Can that portal open up already!?" he shouted. Suddenly, Pinkie appeared behind him, and rubbed his shoulders.

"Aw, c'mon, Frankie! You should smile more!" Pinkie cheered on.

Castle grunted, "No thanks, pink pony. I'm not one to sit around and do nothing. I got loose ends to tie up back on Earth and every second I spend here is another second where Kingpin gets away. But I'll kick Luthor and Loki's asses when I get the chance."

"Same here." Blade added, "I'm a little... looser than this guy, but this could be considered an opportunity to strike for those who are after me. I gotta show 'em not to screw around."

"Wait... Who do you fight?" Sweetie Belle asked.

The Daywalker sighed, "If you must know... They are monsters that plague the night. And I'm the only one with the abilities to stop them before they spread."

"Wow. That's deep." Spike sighed.

Blade looked at his katana as he strapped it on his barrel. "That's why I stay on my own. Having an ally doesn't work out."

"I know what he's talking about." Peter chimed in, "It's better if you don't know what goes on with these two. There's like a whole supernatural side to our world that I won't dare to mess with. Minus when they drag me into it of course. I usually leave that kind of stuff to this guys over here." he gestured to Blade. "And a few others. Speaking of... Blade, Frank. Have any of you gotten in touch with Ghost Rider recently?"

"Why do you care?" Frank asked.

"I would think the Spirit of Vengeance would get himself involved in interdimensional affairs is all. It wouldn't be the first time." Peter said.

"He ain't wrong." Logan agreed. "We should see if he's willin' to lend a hand. I'm sure Luthor has plenty'a sins to pay for."

"You have no idea." Batman mumbled, rotating his arm to get feeling back into it. "As long as he doesn't resort to being lethal, then we'll already be on better terms."

"Well that would depend on your definition of lethal. He hurts demons, but at worst he'll beat up a sinner to a pulp. Most of the time anyway. Except for the biggest monsters. They'll come back anyway, though." Peter explained to the Dark Knight, who narrowed his gaze.

"What about me, Parker?" Eddie joined, "Would he even consider me a sinner to be punished?"

"I don't think so. But we'll make sure he doesn't lay a skeleton hand on you." assured Peter.

Applejack shook her head, "What the heck are ya boys talkin' about?"

"It'd be tough to explain." responded Peter.

"No kidding." Frank scoffed, slamming his hooves on the ground.

'Greetings.'

Then, a noise echoed in the room, a familiar voice at that. "Woah. Okay, am I going crazy or something!? Cause I swear I just heard some mystic-sounding guy a second ago!" Ant-Man practically screamed, holding onto Fluttershy, who was surprised. The Cutie Mark Crusaders gasped while Quicksilver merely raised a brow.

"Daddy? Who is that?" Mayday questioned, shivering in her spot. Peter held his daughter.

"It's okay, May. It's a friend. Doctor Fate." Peter looked up, "What is it, Fate?"

'I'm here to tell you that Strange is readying a portal to your locarion now. And is bringing in more allies, with Frank, Blade and Green Arrow returning to their worlds. It will open once they arrive.' explained Fate.

"That's good to hear." Ben noted.

"Who the shock else can we bring?" Miguel wondered.

'I cannot say who they are as Strange never told me. But just wait a moment and a rift will open in your location.' Fate said. 'Good luck, I will speak to you again when the time is right.'

"Well that's vague." Rainbow grumbled, crossing her hooves.

"Thanks, Fate." said Batman. The vigilante then faced Punisher, "You can stop whining now."

Frank stood up and was ready to punch Batman, with the Dark Knight ready to respond with his own hoof, but Peter and Kaine pushed them back, O'Hara and Ben webbing up their fists. "Can we not fight anymore? This is getting old." Kaine grunted.

"I'm with Kaine on this one. We're not gonna get shit done if all we're doin' is fighting each other." Logan said, pushing the two dueling heroes away from each other.

Blade got up from the couch, facing the X-Man, "Just be glad we're not a huge part of this war, Castle. Call it off."

The Punisher sighed, then he gazed the floor, "Fine. If it'll get ya to stop complaining."

"It's a start." Peter chuckled.

Marvel Earth...

Doctor Strange moved his hands again, opening another rift to Equestria in the process. Two figures stood in front of him, both ready to head into the new world, having just arrived at the Sanctum Sanctorum mere moments ago. "Welcome, gentlemen. I wished Miss Romanoff and Mister Barton could have joined, but they are awaiting the arrival of the Guardians. Speaking of..." he faced the person standing to the right. "Where's the rest of your team, Johnny?"

Johnny chuckled, him wearing his Fantastic Four uniform as always, "Oh, that. Y'see, sometime before this whole Legion of Doom thing happened, they left to go on some diplomatic mission in another world and they told me to stay. Can't explain why that is." he didn't see Strange roll his eyes at that. "But I'm glad that another world gets to see me kick some bad guy butt!"

The man standing next to him nudged him with an elbow. He wore a yellow and blue suit, similar to Wolverine's own. "It's not because you miss Parker?" he teased.

"What? No way, Bobby!" Johnny scoffed. "I'm only going there to settle our rivalry once and for all! I'm number one after all."

Bobby snickered, "Right."

Strange cleared his throat, "Anyway. The two of you will change forms upon arrival, but the spell on the rift shall allow you to get accustomed to it almost immediately." he explained.

"Doesn't matter what I look like. We'll still beat the Legion of Doom three ways to Sunday!" Johnny bragged, a fireball appearing in his hand as he said this.

"It'll be awesome, that's for sure." Bobby said, his hand turning into pure ice.

Strange nodded and faced the portal, "Then good luck, gentlemen." after saying that, Johnny and Bobby jumped in, their destination Equestria, and a long awaited reunion. He looked up to the ceiling. "Fate. Let me know how things are going on your end. Has Superman been found yet?"

DC Earth...

Fate stopped reading his tome to answer, "Not yet, Stephen. Though, the remaining heroes on our world continue their search. Despite our numbers dwindling like your world. I'm glad that they restored the Flash to his proper self. Now The Chosen Champion of Shazam will be another concern."

He saw Wonder Woman, Green Lantern and Martian Manhunter consider their options at the Watchtower. "The League as odd now is planning in Batman's absence. I shall tell the news of Green Arrow and Flash's state. The more searching, the better. But we're still running low on heroes capable of stopping Captain Marvel."

'I am aware. I fear the Hulk has been detained as well.'

"Then we must pray for the heroes now..."

He continued to stare at the image. Of the remaining Justice League members looking at a hologram projection of the Earth, and a basic cuprude image of Lantern Space. So far, their results found nothing, and they were worried that the worst had happened because of this.

Ponyville, Equestria...

Suddenly a portal opened in Peter's living room. "I'm never gonna get used to that." he said. He turned his head back to Punisher, Blade and Green Arrow. "I guess this is where you get off."

Blade smirked, "Yep. Remember my offer, kid." he was the first to hop into the rift.

Arrow faced Parker, "Hey, see you again soon enough." he saluted Peter and Flash, who mirrored his actions.

The last to go was Punisher, who gave Peter one last look. "Kid. I know I may be a hardass, but given what I've dealt with... It's all I have. Don't make the mistakes I've made. Don't ever go down the path I took, because like I tell myself. Once I'm done, there is one last person that needs punishment." he said in a grim tone.

"Don't take it personally, Castle. It won't come to that." Peter said sincerely. Frank gave him a thin smile before jumping into the portal, going back to New York.

Pinkie gasped, "He smiled! Woohoo!"

"Easy, Pinkie." Quicksilver chuckled to himself, holding down the pink mare.

Then, two ponies hopped out of the portal right as it closed. The Marvel heroes instantly recognizing them based on their attire. "God damn it..." muttered Logan.

"Holy crap! I'm a horse! We're all horses!" Johnny exclaimed, looking t his hoof then the others.

"Yeah. I didn't think Strange meant this kind of change." Bobby admitted.

"Johnny? Bobby?" Peter asked.

Johnny and Bobby paused, hearing the voice. "Peter?"

"Yep!"

The three then high fived each other at once. Like a group of friends that finally reunited after so long. Batman and Wolverine shook their heads at the sight. "Oh, that's sweet." Fluttershy said, earning a small gag from Rainbow Dash.

"Hey, I knew these three were the best of friends. Any opportunity they could, they would always work together." Ant-Man explained.

"Um... Who are they?"

Scott pointed at the newcomers, "Iceman and the Human Torch. We may be your dad's allies, but they're his best friends. Even before meeting your mother."

"They're actin' like us when we were young." Applebloom commented. The three heroes continued to laugh at each other, enjoying their small banter.

Applejack shrugged, "I say let 'em have this. They haven't seen each other in years."

"No kidding. They're acting like a bunch of shocking teenagers." Miguel said.

"Yay!" cheered Mayday. "More company!"

The Flash laughed at the filly's outburst. "Yep. Better than Frank and Blade, that's for sure. Let's just hope we can stay like this for a little longer. I'm enjoying this little fun off time."

"Yep. Didn't think the Amazing Friends will be reunited!" Peter cheered.

"You gave us a corny nickname? Come on, Pete! You're better than that." Johnny teased.

"Sorry, Storm. Or should I say Human Torch? Really subtle there with naming." Peter laughed.

"He got you there, Johnny." Bobby also laughed.

"Shut up, Iceman." Johnny snickered.

"I'm startin' to think this was a bad idea." Logan groaned.

"You're not the only one." Batman growled.

Tartarus...

"Oh man, what a riot!" Discord laughed, throwing away his bag of popcorn before grabbing his soda drinking hat. "Especially that Quicksilver fellow. He knows how to steal the show!"

"They pushed on, Luthor. It provided a good distraction, didn't it?" Loki chuckled.

"Yes, it did, Loki. While they were busy, I managed to nab this." he held up a pistol.

"It looks like an ordinary gun." Cold commented.

"Yes, but instead of bullets, it's filled with a chemical known as fear gas, made by one Johnathan Crane, the Scarecrow. With Sinestro's Yellow Lantern abilities, I managed to enhance it greatly."

"Well, who are you gonna use it on?" Slade asked.

"Spider-Man. He's already a paranoid man, filled with guilt. But with one shot, I can make him turn against his friends, using his worst fears against him. It'll tear him apart, meaning that if done correctly, their numbers should fall faster."

The draconequss clapped his paws. "Oh wonderful! Emotional suspense! I know just the fellow to perform the task!" he snapped his fingers, opening a rift. For some reason, Scorpion and Hydro-Man's eyes went wide at the sight of who he summoned.

"You brought him?" Green Goblin asked, "He's too crazy! Even for your magic!"

"I have to agree with Norman. It's too risky." Tirek added.

The pony wearing red and black pointed a hoof at the centaur. "Shut up! You hooded ape looking thing!" he immediately took notice of his lack of fingers. "Awesome! I'm in Equestria! Finally, now Pinkie can become my real waifu-- oh, you didn't hear that!" the other villains raised a brow at his comment.

"This was a mistake." Loki sighed.

"Shut up, you fangirl dream!"

Discord hovered over the masked merc, "Easy now, Deadpool. I merely summoned you here for fun."

Deadpool smiled, "Really?"

"Hold on. Doesn't this break the canon of the series?"

"Who cares? It's a Marvel/DC crossover! Why wouldn't we show up!?"

"Good point. It sounds like the author's trying to tie so many plotlines to reach the canon finale untouched."

The Merc with a Mouth laughed, "Oh right. Heh, listen Discord. I know of your little supervillain band here. But listen, since you're having me break canon here, you owe me by summoning me when you need me to spread chaos in an awesome cameo in Part IV. Got it?" he ordered.

"Sure thing. I'll even let you invite a friend." two tickets appeared in his hand, which Deadpool snatched.

"Alright, cause Lady Deadpool's been wanting to see this world. Since her Spider-Woman left for Equestria as well." Deadpool agreed, placing his hooves on his head.

"Ooh, another Spider that left for another Equestria? I should pay Eris a visit at some point. Maybe a vacation is due after all this." the master of chaos replied.

Deadpool faced the Legion of Doom. "Okay. Why aren't you guys in that giant Darth Vader head in the swamp?"

"It looked a little too lame."

"Pheh. What are you talking about? It's like the Hall of Justice! It had its own narrator and everything!"

Lex raised a brow, "If you must know, we're here to avoid the obvious locations of hiding."

"I like this guy's style." Joker laughed. "You seem so jolly! I can respect a hero like that."

"Yeah! Joker cred!" Deadpool cheered. "But I'm not a hero. Just name a price, and I'll do a job. Except giving MODOK a spongebath. That was too degrading even for me."

"How do you even get anything done with that mind of yours?" Deathstroke questioned.

"Hey it's the guy who ripped off our style!"

"You mean the one who existed long before we did?"

"...Fuck Liefeld."

"No arguing with that, I suppose."

"I can get it done." Deadpool answered, skipping around the dark cavern. "At least you're a better ripoff than Dudepeel, Barakapool, whatever that... thing was called in that movie. At least I redeemed myself." he sighed.

"What the hell are you talking about?" Heatwave asked.

"My job. To entertain people around the world with incredible stories like you!" Deadpool declared.

"Speaking of jobs. Take this." Lex handed Deadpool the Fear Pistol, as he called it. The Merc threw it in the air. "You only have one shot. Use it on Spider-Man."

"Why? What does it do?"

Lex smirked, "It'll make Spider-Man your best friend." he lied, "In there is an instant-friend gas. Shoot it at him, and he'll be ready to call you your bro."

Deadpool squealed, "Awesome! Send me to Ponyville, captain!"

Discord nodded, and snapped Deadpool out of the room. Adagio crossed her hooves, "Thank God he's gone."

"He was starting to annoy me." Carnage yelled.

"My, my. I never took you as a trickster, Luthor." Loki teased. "Clever way of getting Deadpool to do your bidding."

"Yeah." Cold complimented.

"Let's put this enhanced toxin to the test." Sinestro nodded.

"Soon, but in the meantime, I must pick our next candidates to Equestria. Deadpool will be necessary for as long as needed." Lex revealed, looking at the projection screen.

Mildly Inconvenienced

View Online

Peter, Johnny and Bobby all slouched on the sofa, discussing what they were up to since Peter left Earth. The stallion spoke, "So, Johnny? Where's the rest of the Fantastic Four?"

"On some mission in another dimension, and they didn't invite me. They left right before all this happened, so we can't get to Reed to help." Johnny explained. "Strange summoned us to help you in stopping the Legion of Doom. Like I needed his permission anyway, I would've come either way."

"Let me guess... To settle our little rivalry?" Peter chuckled.

"Hey! I'm Peter's rival!" Rainbow hissed.

Johnny smirked, "Sorry, Skittles. Peter and I have been friends long before we even knew about this world." he taunted, "We got a score to settle."

"Hey! Only Peter gets to call me, Skittles! What the heck are skittles anyway?!" Rainbow questioned.

Bobby put a hoof on his muzzle, "I think it'd ruin the joke if we told ya." he snickered at Rainbow's huff.

"But honestly, it's because this guy missed ya." Bobby teased. "It hasn't been the same without you, dude. We were the three musketeers! And we can't be that if there's two of us!" he patted Peter on the back after saying that.

"Well, you'll always be the three stooges." Ben joked.

Johnny craned his neck to the side at the sight of the clones, "Uh, Peter? Why do those two guys look almost exactly like you? Minus the hair of course."

Peter faced his brothers, "Oh, right. Meet Ben and Kaine. My clones... And brothers in a way."

Johnny lightly punched Parker in the shoulder, "What the hell happened here that led to clones living in your house?"

Miguel shook his head, "You have no shocking idea..."

"Well that's assuring." Bobby sighed.

Scott and Maximoff both looked at the three, "So how long are you staying here, you guys?" asked Lang, throwing away his fifth pack of orange juice that Mayday gave him.

"Oh, didn't see ya there." Bobby realized, "How long have you two been here?"

"A while now. I say a day or two. It's pretty cool, honestly." Quicksilver answered. "At least we're closer to stopping the legion than before."

Pinkie raised her hooves, "Heck yeah! They even helped destroying Luthor's robots!"

"Pinkie, now's not the time to be excited." Rarity said.

"Oh, but there's so many ponies here! I have to throw them a party at some point!" the pink mare responded.

"Well leave me out of it." Batman grunted.

"Aw, there was a battle and we missed it?" Johnny whined, "You really could'a used my help. I mean, I'm the only one here who can light things on fire."

"Knock it off, Storm." Logan warned.

Johnny shrugged, "Or what?"

The Flash zipped next to Johnny, gesturing to Wolverine, who revealed his claws, "Look, do you really wanna mess with that guy?"

"Nah, you're right." Johnny agreed, after gulping quietly.

The Flash chuckled, "Best choice. Now, what are we gonna do? Just sit here? The Legion of Doom is still out there in this world apparently, and Loki is with them! Does anyone here have any ideas as to where they're at?"

"No clue, Barry." Peter answered, "There really aren't a lot of hiding places in Equestria. Especially near Ponyville since they can just come here as they please. Unless Loki is warping them. He did mention it was a favor for him anyhow." he put a hoof under his chin, thinking about their options.

Barry kicked the ground, "Great. So we have no lead. And Loki made sure we had no way of tracking them... So we're basically running around in circles."

"Yeah, if only someone could give us answers." Bobby hummed.

"Yeah..." agreed Pinkie, "If only."

"And that's my cue!" shouted a voice outside the window.

Peter's eyes widened at the voice, "Oh crap. Please don't let it be who I think it was..." he dropped his face into his hooves, "First Castle, then this guy?!"

Pinkie hopped up, seeing a pony wearing red and black with weapons strapped around his body. The pink pony gasped, "It is! It's Wade Wilson!" she announced. Deadpool waved at Pinkie, a flag seen on his hoof and a boombox in another, as though he was serenading her for some reason. His terrible singing voice echoed across the room since the window was open.

"How the shock--?!" Miguel began to say.

"I think there are some things you don't question with Wade and her." Logan muttered.

Peter screamed upon hearing that name, "Why!?" he whined. 'Of all the freaking people from my world... It seems Luthor knows how to piss me off more than usual.' he thought, but with a sigh, he stood up. "Johnny, Bobby, and I will take care of Deadpool. This may be a trap of some sort... So just in case, all of you stay here."

"Got it, Parker." Logan nodded.

Applejack faced Peter, "Ya think it's a trap? But he doesn't look that strong."

"It's not Deadpool I'm worried about. Okay, he annoys me, but this could be a distraction for Lex and Loki to send more goons here. So, we should leave most of you just in case he brings in a heavy-hitter. Wade should be no problem."

"I'm coming too." Batman declared. "He could have a lead on the legion's location, and I'm gonna make sure we get something."

"Alright. The rest of you stay here and keep your guard up." Peter declared.

"You got it, Pete!" Rainbow said.

Peter put on his costume, becoming Spider-Mane once again. Johnny stretched his hooves and lit himself on fire. "Woah! Are you like Firestorm or something?" Barry wondered. "Seriously, we're running out of unique hero gimmicks."

"Call me the Human Torch!" declared Johnny. "Okay... Maybe I'm not a human anymore... So, I'll need a better name." he realized, hovering in his spot. "Eh. I'll worry about it later."

Then Bobby stood up, lowering his hooves so ice began to cover his entire being. He broke out of the small block, turning into Iceman. "Alright! Iceman is ready to kick some ass!"

Spider-Mane smiled, kicking the door open, "Look out evildoers! Spider-Man and his Amazing Friends are back!" he declared, but he failed to notice Batman and the others shaking their heads at the corny declaration he made. He saw Iceman and Human Torch chuckle at what he said, "...What?"

"It's nothing." Iceman assured.

The wall-crawler huffed as he and the other three stepped outside. "Alright, Deadpool. You can stop that annoying singing." Spider-Mane groaned. "Now why are you here? I was having a somewhat pleasant day until you showed up."

Deadpool snickered, "If you wanna know, you gotta catch me first!" he started to run away, "Woohoo!" he cheered. Peter groaned as he shot a strand of webbing, hitting Wade's leg and making him stumble. "Aw... There goes the epic chase scene."

"Did you forget Spider-Man could do that?"

"Hey it's not our fault we forgot! It's been years since we saw him!"

Spider-Mane pulled Deadpool closer so he could get answers. "Alright, Wade. Spill everything you know." Batman ordered. Right after saying this, Deadpool pointed a gun in his direction, forcing the Dark Knight to duck, but while he did that, Wade managed to cut himself free of the webbing and ran away.

"Woohoo!" Deadpool repeated.

Human Torch flew upward, trying to hit Deadpool with fireballs, "This guy's as wacky as Daffy Duck!"

"Clearly you haven't been around Pinkie long enough." Spider-Mane joked.

Iceman groaned, stretching a hand so that he could form an ice trail in front of him to move faster, with Batman sliding behind him. "She can't be any crazier than this guy."

Golden Oaks Library...

"Aw... I wish we could help." Rainbow whispered.

Quicksilver appeared behind the cyan pegasus, "They can handle it. Deadpool's only one guy, and even with all of his abilities, it's still four against him."

"But it makes you wonder why he's here." Barry said.

"Yeah. There's something more to this somehow." Ant-Man paused, "Or maybe we're overthinking things."

"Nah! Wade's too awesome to have a plan!" Pinkie explained. "They'll be fine! Maybe they can convince him to join us!"

"Am I the only one wondering how she knows Deadpool?" Ant-Man questioned. "Is there some kind of inside joke I'm missing or... what exactly?"

"Don't question it, Scott." Rarity told him.

"What's up with Deadpool anyway?" Spike asked. "Peter seems to really hate him more than Castle. And that's saying a lot."

Logan grunted, "Wade really knows how to get under people's skin. Ya can't kill 'em either, his healing factor is stronger and faster than mine, meaning that it'll take a lot to hold him down." he explained, "And he just keeps yammerin' on and on... Parker hates him since he can be an immature brat at times, but he's not a ruthless killer, unlike what Parker thinks."

"He's called the Merc with a Mouth for a reason." Quicksilver teased.

"Well, let's hope he doesn't stick around." Rainbow groaned.

"This is gonna be a long day." Applebloom sighed.

Scootaloo sighed, "You're telling me. I was thinking things were getting quiet too."

"Same, kid." Kaine said. "This is getting ridiculous."

The Flash chuckled, "You have no idea. It'll be better once the others get back. Maybe Deadpool knows something that we can use."

"That better be the case." Eddie grunted.

Deadpool teleported away from Iceman as Batman threw a batarang in his direction. "Woah! Careful where you throw that thing!" he shouted at the Dark Knight. "Seriously! I think there are children here!"

"He knows it won't hurt us, why bother?"

"Duh! We gotta set an example for the children in every universe!"

"We had an R-rated movie not too long ago..."

"Yeah! But that doesn't count in this case!"

Deadpool groaned, pointing his gun at Spider-Mane, "We're educational after all!" he shot the webbing, forcing Peter to let go, swinging on another line again. Right as Human Torch threw a fireball, Wade teleported away again. "Missed me!" he taunted, causing Johnny to rumble, pushing himself forward again.

Spider-Mane flipped in the air, kicking Deadpool, making sure he doesn't teleport out of the way this time. The Merc with a Mouth grunted as he pulled out a weapon. "Say cheese, Spidey!" he warned, Peter was about to dodge, but instead of bullets popping out of the barrel, a strange gas covered him, making him cough. "Yeah! Now we get to be the bestest of friends."

Instead of the intended reaction, Spider-Mane punched Deadpool in the face and then did it again. "Ow! If this is how you treat your friends, I'd hate to be your enemy!"

"Parker! Calm down!" Batman ordered.

Peter ignored his warning, "I. Just. Want. Him. To. Shut. Up!" he shouted, each word he said was another punch for Wade. The Merc managed to tank each hit.

"Sorry, Spidey! But that's not in my vocabulary!" Deadpool joked.

Batman put a hoof up, grabbing Peter's raised fist. "Stop. Now." he threatened. He didn't expect Spider-Mane to uppercut him, throwing him across the area. The Dark Knight got back up and tackled Spidey down, allowing Iceman to freeze Deadpool in his spot.

"Stop, bro!" Johnny pleaded, turning back to normal, helping Batman restrain the suddenly angered Peter. "What's wrong?!" he asked.

"Yeah. That's not like you!"

Peter stopped squirming, "I know... I'm good." he said through gritted teeth. "Now talk Wade!"

"Look. I was paid to kill you and use this gun on you." Deadpool revealed loudly.

"Well, listen Deadpool... How about we give you a deal? We'll pay you more to join us... And you get to meet Pinkie." Iceman bargained, the merc smiling under his mask.

"Oh boy!"

"Yeah. It's quite the deal I say."

Deadpool nodded, "I'll do it!"

"Good." said Batman, releasing Peter after his little episode. "What can you tell us about Luthor's plan?"

"I didn't get much since I was only there for five minutes. But I saw a projection of Superman or something in some padded room. It's in the mot obvious spot according to him and Loki. A lead covered room with red sunlight in LexCorp."

"How did you know?" asked Human Torch.

Deadpool pulled out a book, "It was in my script." he revealed, flipping through pages of crayon drawings and text. "Yeah. There. Page 45, line 2." he found and pointed at the page.

"How did you get that information?"

"Discord."

"...Fair enough."

Spider-Mane scowled at the merc. "Fine. But if you pull any funny business, then I'm kicking you out." he threatened.

Johnny raised a brow at the comment, "Pete? You okay? You're normally not this aggressive."

Peter shook his head, "Y-Yeah, I'm fine. Just a little off. Something was in that gas... I'll shake it off in no time." he assured his friends. "Let's just take Deadpool back." he webbed up the mercenary, who for some reason did not resist the action while Iceman carried him.

"Yay!" cheered the merc.

As the Amazing Friends made their way back to the house, they failed to spot Batman's narrowed gaze, the detective activating his Detective Vision. 'Something was in that gun. I'll be sure to stand guard. Peter may be in more trouble than he thinks.' he started walking back, double checking the wall-crawler's status.

Somewhere near Earth...

A lone spaceship sped by, it nearing its destination: Earth. After a distress signal was received from the heroes of that planet, the heroes of the outer reaches have finally arrived after so much travelling. The outlaw raised his legs as he leaned on his chair. "Alright, we can set this baby to autopilot from here on out." he said calmly.

"How long until we arrive, Quill?" asked the green-skinned female.

"A few hours at most, Gamora." Star-Lord answered. "You can trust me this time."

"I dunno, Quill. Time telling isn't your strong suit." said the furry creature that looked similar to a raccoon. "Especially after the many times you said we were there, and it took us a goddamn day."

"How can a suit be strong? It is something you wear." ondered the green-skinned tattooed male.

"Being metaphorical isn't your strong suit, Drax." Star-Lord chuckled.

"I still do not get it." Drax commented.

"So, a world of colored horses, huh?" Star-Lord asked them, changing the subject, "Are you guys ready for this?"

"As long as I get to bring my weapons, I'm good." Rocket answered.

"I am Groot." said a tree alien.

"Who cares if they're peaceful? I ain't getting into a battle without my weapons!" Rocket shouted a Groot.

"Are you sure this was a good idea, Quill?" Gamora asked him, "We have better things to do than going into a world of coloful ponies."

Star-Lord smirked, "And miss out on kicking Loki's ass? No thanks. I'm sticking around till the end."

"How can you stick around? You're not Spider-Man." Drax trailed off, "But despite my quest for revenge, this will provide a nice distraction. I'll be at your sides."

"I am Groot."

The outlaw put on his mask, "Then let's show this world what happens when the Guardians of the Galaxy show up!"

"Ugh. Again with the name?" Rocket wondered with disgust.

Quill shrugged, "The name stuck, alright?"

A Spider's Fear

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Batman immediately sat down, deciding that his focus right now was on Peter. 'It's strange... He gets aggressive then shrugs it off... Something is off.' he thought, but he would try to pay more attention, but there is another concern. Something far more annoying than he could ever anticipate.

"Alright!" Deadpool hopped around, "I'm finally in the Treebrary! I'm on TV, ma!" he shouted. He bounced around with Pinkie as the two raised their hooves in a high five. "This is the best day ever! I wish I had a camera!"

"Heck yeah, Wade!" Pinkie exclaimed.

"Why did you bring him here?" Ant-Man asked.

Iceman shrugged, "Better him on our side than trying to kill us. It was better then wasting time fighting, I think. Plus Batman can just pay the bill." he whispered the last part, Scott chuckling at that.

"Gotta agree with you on that." Human Torch said. "That brief chase was pretty annoying."

"Nah! It was awesome!" Deadpool shouted, suddenly appearing behind Johnny, causing him to yelp in surprise. "Ha! Gotcha good, Storm! You should'a seen the look on your face!"

Next to him, Wolverine unsheathed his claws while Kaine did with his stingers, but they retracted once they realized that the effort wasn't worth it. "He's a damn migrane..." groaned Logan, clenching his eyes and ears shut as best he could.

Meanwhile, with Peter, he sat down next to Barry. He held his mask in his hooves as he spoke, "I dunno what happened, Barry... At least with you, you weren't in control of your actions. But me... I knew exactly what I was doing. It was inner rage I haven't felt in years..." he exhaled, his hooves shaking slightly at the memories that flowed through him. "It was a part of me I swore to leave behind... But I guess the Parker Luck had other ideas."

Images popped into his head, but before Peter could dwell on them, Barry readied himself to say something, getting his attention instead.

Barry frowned, putting a reassuring hoof on Peter's shoulder. "Hm... That feeling is tough. I remember when Rainbow Raider used his powers on me, making me vent my frustrations out on everybody that annoyed me in some way. Even my loved ones... It took a beating from Oliver to snap me back to my senses." he revealed, "I was pissed. I remembered everything I said, and I... almost killed an innocent man, an officer at that out of petty jealousy." he sighed slowly.

"I'm sorry..." said Peter, "But promise me one thing..." his gaze turned to the other heroes, "Promise me, that if I go off the deep end somehow... Don't hold back. Because I'm not someone who can easily be put down." he pleaded.

"Hold on what?" Ben exclaimed, revealing his hiding spot on the ceiling, away from Deadpool and Pinkie's antics. "You want us to... kill you? That's... dark."

"No, Ben. I think something's wrong. I hate Deadpool, but even I wouldn't go as far as to beat the living tar out of him. Outside of my imagination anyway. And I would never hurt Batman..." the stallion elaborated for his brother.

Miguel overheard the conversation, revealing himself, "That ain't gonna happen, Parker. If it comes down to that, we'll solve it. Without having to kill you." he assured.

Eddie nodded, "Yeah. You have a life here. You need to be with your family. And we can't be the ones to destroy that, and I know it's weird coming from me."

Peter smiled, "Heh. Thanks, guys. But just promise that you'll stop me if it were to be that way."

"Woohoo!" Deadpool suddenly appeared behind him via teleportation, causing Peter to punch him in the face again in surprise. "Ow! What the hell was that for!?" he asked, holding his sore spot.

"Yes, Peter! He may be less than pleasant, but that was uncalled for!" chided Rarity.

"I-I don't know..." Peter mumbled, unsure of his actions himself. "I'm sorry, Wade." he whispered. Something triggered in his mind again, prompting Peter to clench his head again. "Give me a minute to think."

"Aw! You do care for me!" Wade teased, poking Peter's shoulder.

"Oh, um. Are you fine, Wade?" Fluttershy asked.

Deadpool nodded, "You know it! I've suffered worse! Heck, I even survived the destruction of the multiverse! That did happen right?" he wondered.

"Um... No?" Scott replied, more of a question than an actual answer.

"Wait, then what the hell were we thinking about?"

"This isn't the comic book universe, you moron. That happened on Earth-616."

"Oh yeah! I wonder how that Deadpool's doing!"

"How should we know? We're from a neighbor universe."

"Aw..."

The Merc with a Mouth shook his head, "Oh, then nevermind. So how are best ponies doing?" he asked the Elements of Harmony, who looked at him weird, "Oh, by the way, Pete, where's your wife? And my other waifu..." he cooed, Peter ready to punch him again.

"They're resting." he growled.

"That's right!" Deadpool recalled.

"Daddy? Who is this guy?" Mayday asked.

Deadpool's jaw went agape at the sight of Peter's daughter, "You're so flippin' adorable!" he cooed.

"He's... Deadpool." Peter groaned. 'This has been one heck of a reunion... Introducing my daughter to the wrong people. First Frank now Wade.' he groaned inwardly.

Batman narrowed his gaze, using his Detective Vision on Peter once again. 'There's something in his blood. I need time to scan it, but the enzymes in it are familiar. I'll wait to see if that's the cause.' he thought, choosing to remain silent on the matter.

Meanwhile, Peter clenched his eyes shut, some strange thoughts appearing in his head, 'What's happening to me?' he thought, then when he opened his eyes, he saw one of the most horrifying sights that he's ever witnessed. 'How did I get here? I was at home with the others... Or so I thought!'

He saw Ponyville destroyed, the homes and small buildings crumbled down. Peter saw the Treebrary destroyed... It was almost like he was back... "No... I prevented this future! I saved it!" he shouted in anguish. "This never happened!"

"That's what you think, Peter." said a voice. Peter turned around and saw Sunset lying on the floor, as though she was holding on to her life. "This is... your fault."

Tears began to run down the stallion's face, "What's happening!?" he asked. "How did this happen!?" he swerved himself to the side, still cradling Sunset's body. Then he saw the changelings fly by, each of them holding corpses of various ponies he recognized in Ponyville. "This can't be real!"

He slammed his hooves on the ground in sadness. He opened his eyes again, and saw Miguel lying still, his costume torn. Then he found Ben and Kaine in the same position. Peter's stomach couldn't take much more of this. It was as if all of his worst nightmares came together into one terrifying experience.

Tears continued to fall from Peter's eyes, him spotting all of his friends and allies from Earth. Logan, Quicksilver, Ant-Man, the Flash, Batman, Deadpool. All of them dead. When he looked up, he saw the source of the destruction. "No..."

"Yes, Spider-Man. We did this!" announced Lex Luthor, standing over the body of Rainbow Dash. Joker laughed as he pointed a gun at Applejack and Rarity, the end result not seen after the explosion. "But we didn't do this alone."

"Ahahahaha!" shouted Green Goblin, Peter suddenly finding himself on a bridge as a human and in costume. His eyes widened when he saw Twilight fall from the Goblin's grasp. He extended a hand to shoot a webline. "Here's one for the road, Parker!"

The web connected to Twilight's neck, a snap was heard. And Spider-Man nearly collapsed after picking up his wife. The hero noticed that she wasn't moving. "N-No! Not again! I promised myself this would never happen! I failed!" he cried, holding Twilight close to him. He hoped that this would end, that this one crazy dream.

Back in reality, Johnny took notice of Peter's silent twitching. He raised a hoof, "Uh, bro... You okay?" he asked worriedly. But he felt the force of Peter's punch, sending him flying across the room. Peter opened his eyes, them glowing yellow. He hopped around the room, putting on his costume in a matter of seconds.

"GET AWAY FROM ME!" he shouted.

Ant-Man immediately responded to Peter's outburst. "Someone get the kids out of here! Something tells me the adults are gonna get serious!" he ordered. Spike nodded, and grabbed Mayday. The child looking at the dragon.

"What's wrong with Daddy?"

Spike answered, "Something the bad guys did." he said. Applebloom, Sweetie Belle, and Scootaloo followed him out the door, going to Sugarcube Corner to wait through the battle.

"YOU'RE ALL GONNA PAY!" shouted Peter.

Batman's eyes widened, "Yellow eyes... No. Deadpool," he adressed the merc, "What did you shoot Peter with?"

"You mean this? I was told it was an instant-friend gun! That it would make Spider-Man my bestest bro!" he explained, giving the gun to Batman. The Dark Knight scanned it, and then he shoved Wade aside to explain.

"You idiot! This gun had enhanced Fear Toxin in it! Spider-Man's delusional now! He's facing his fears, thinking they're reality! And with this dose he's gone mad!" he shouted.

Deadpool raised his arms in defense, "Jeez! I didn't know!" he narrowed his mask, "If he lied, then I guess baldy and I are gonna have a nice long chat later on."

"We all have somethin' to say to Luthor and Loki once all this is said and done." Logan announced.

In Peter's mind, he saw all of his foes. The Legion of Doom, Empress Chrysalis and the Sinister Six. He gritted his teeth as he spoke once more, "You won't get away with this!" he leaped up and tackled Johnny Storm, the two of them tumbling out of the house. Johnny punched Peter to get him off him.

"What's your deal, dude? We're your friends!" he said.

Before Peter could respond, blurs of silver and yellow hit him, landing a hit each time they passed. Spider-Mane scowled, shooting strands of gossamer around him. With the utmost precision, he managed to trip Maximoff and Barry after aiming the webbing correctly so that they wouldn't be able to stop. "Not anymore..." begged Peter, "I'll make sure you won't get away this! You changelings are through with turning into my friends!"

The Flash sighed, "I'm sorry, Peter." he began to move his hooves quickily, creating a small whirlwind that sent Peter flying. Spider-Mane felt the force of the wind and hit the bark of his home. He flipped backwards, perching himself on the trunk. Then Spidey jumped off, but as he was about to tackle Barry and Quicksilver, who were trapped in webbing thanks to a swift move, a rainbow blur managed to tackle him instead.

"Stay down, Pete!" Rainbow pleaded. "I don't want to hurt you!" the two tumbled around.

Spider-Mane punched Rainbow in the face, "Don't dare to act like you're my friend, changeling!" the pegasus gasped at the accusation, Peter managing to turn himself around. "I guess we'll have to do this the hard way."

He grabbed Rainbow's wing, and began to bend it backwards. The cyan mare was about to scream, feeling the force of Peter pushing it. She was honestly afraid that he was going to break it, but luckily, a barrage of white tendrils lashed out, grabbing Spider-Mane before he could do more damage. Fluttershy ran to Rainbow, who couldn't move her aching wing for the moment.

"Rainbow! Are you okay?"

The cyan mare hissed in pain, "Yeah, it's a little sprain I think. Nothing I can't fly off later."

"I'm holding back, Parker." Anti-Venom warned, "Let's not do this again." he added, slamming Spider-Mane on the ground. "I thought we were through with this rivalry!"

"Venom!" Peter hissed.

"What are you seeing, Parker?" Eddie wondered.

Peter struggled in Anti-Venom's grasp, "I see my enemies! The ones I need to stop! You're all monsters!" he paused because Anti-Venom threw him around again. "You must pay for what you did!"

Anti-Venom roared, tossing Peter aside. "I'm through being the bad guy, Peter! This ended years ago! It's all an illusion!"

"No! What I'm seeing is real!" Peter hissed, shooting webbing at Brock. "You're all gonna pay!"

As he reared his hoof back, his Spider-Sense began to tingle, making him flip backwards away from a few web-balls tossed in his direction. "Snap the shock out of it, Parker!" Spider-Mane 2099 pleaded, holding onto First Spider, who threw some webs in as well. "This isn't you!" he added with a shout.

First Spider released his grip on O'Hara and tried to divekick Peter, the stallion jumping back in time. Kaine spun his hindleg around, trying to hit Spider-Mane, but he avoided each strike. Ben grunted, "C'mon, Parker! You know what you're seeing isn't real!" he released his stingers, if only for a second before deciding not to injure Peter any more than necessary now.

"All lies! Everything I'm seeing is real!" Spider-Mane declared, "You won't tell me otherwise! I'm still in that timeline!"

"If you won't listen to reason..." Kaine sighed. Spider-Mane suddenly felt that he was unable to move. He turned around, seeing Iceman with his hoof extended.

"I'm sorry it had to be this way, dude." Bobby sighed. Johnny got back up and punched Peter in the face. "But you're acting beyond reason." he said.

"What's happening, Pete?" Johnny pleaded to know, "Just speak to us man!"

"I have nothing to say to you creeps!" Spider-Mane exclaimed, trying to move his hooves. "This ends here!" he screamed, somehow breaking the ice trapping him. He flipped up and kicked Johnny and Bobby in succession, Peter following up with a punch, rendering them unconscious right there.

Deadpool stood up, "Stay back, ponies!" he warned, Fluttershy and Pinkie standing back as requested grabbing his katanas, he jumped up, aiming his blades at Spider-Mane, "Maximum effort!" he shouted, bringing down his limbs. Peter leaned to the side, avoiding the slice. He punched Wade in the face before adding a roundhouse kick to it. "Mother fu--" he cut himself off.

"We're PG-13 remember?"

"Damn it!"

The Merc with a Mouth picked himself up, seeing Applejack land a hit on the stallion's back. Peter growled. "Stupid ass changelings!" he growled, grabbing the farmpony by the throat and slamming her on the ground, rendering her helpless.

"Oh no you don't!" Deadpool shouted, "You don't get to hurt these ponies!" he announced. Right as he jumped a small speck hopped off him, it grew as it landed on Peter, revealing itself to be Ant-Man, who had hidden himself until the right time.

"Dramatic entrance!" cheered Scott.

"Hell yeah!" Deadpool agreed.

Spider-Mane felt grass in his mouth, "Great... More villains. I've had it up to here with you!" he snarled, punching Ant-Man, but the former thief grabbed Peter's hoof and made him punch himself. The stallion rolled to avoid a webline shot by Peter, who yanked himself forward in order to kick Scott.

"Jeez, Spidey! I never took you for the violent type!" Ant-Man quipped, kicking Peter in the chest, knocking the wind out of him briefly. In his mind, Peter continued to see all of his deadly foes, and he wasn't stopping until they were gone. But he noticed they were holding back, no doubt wanting him to suffer, at least in his mind anyway.

"I'll let these guys handle it from here." Ant-Man and Deadpool decided.

"What are you talkin-- AH!" Spider-Mane exclaimed in agony, feeling something tackle him. It was Wolverine, who hadn't had his claws out in fear of harming Peter.

"Parker! Get yer damn mind outta the gutter! It's me! Logan!" the X-Man begged with a grunt.

Spider-Mane scowled, covering Wolverine in webbing. The mutant used his claws to release himself. "I don't wanna hurt ya, kid! Speak to us!" he warned.

"Grr... You're all damn persistent." Spidey mumbled, ducking under Wolverine's punch, uppercutting him in the process. "Anyone else wanna shot!?"

"I do."

Turning around, Spider-Mane saw Scarlet Spider, who spoke up once again, "Listen to me, bro. Batman said that this was Fear Toxin, it's messing with your mind! You're capable of listening to reason!" the clone revealed.

"I'm not delusional! I know what I'm seeing! All I see are a bunch of shapeshifters pretending to be my friends!" exclaimed Peter, running toward Ben. The Scarlet Spider bent back, avoiding Spider-Mane's roundhouse kick. The clone reared his fist back and punched Spidey in the chest before clocking him in the gut. Spider-Mane held his barrel with a hoof. "Alright! That's it!"

Spider-Mane moved as fast as he could, webbing Scarlet Spider in a coccoon. "Peter! No!" Ben pleaded, struggling in the tight webbing. Spidey ran up to Ben and punched him with all of his might, blood pouring out of the clone's mouth. Scarlet Spider fell backwards, his body unmoving after the collision. He was silent... Fluttershy and Kaine ran up to him.

"BEN!" shouted Kaine. He placed an ear on his chest, hearing some light breathing. "Thank God."

First Spider looked at the shy pegasus, "Fluttershy. Get him inside. We're getting Peter back." he grunted. Fluttershy nodded and picked up Ben, placing him atop her barrel.

"I don't give a shit if you're delusional... You don't hurt my brother." Kaine declared to Peter. His stingers revealed themselves once more, but a projectile stopped the clone from attacking.

"Don't." ordered Batman, grabbing the batarang. "Rarity used a small spell to enhance these batarangs. Once I get close to Peter, I'm turning him back to normal."

With a sigh, Kaine walked away, "Fine."

Rarity walked next to Batman, "Best of luck, Batman. Do save our friend, please." she frowned.

"With pleasure." Batman smirked.

Spider-Mane leaped backwards, moving his stomach to the side to shoot web balls at Batman. The Dark Knight stood on his hindlegs, throwing some batarangs in Peter's direction, the stallion managed to dodge almost every single projectile.

Batman growled, "It's over, Peter."

"It's not over until I make sure!" Peter snarled.

A silver blur returned, Quicksilver held Peter down with a hoof, pinning the stallion to the ground. "Do it, Bats!" he shouted. Batman nodded, poking the batarang into Spider-Mane's shoulder. "Did it work, Bats?" he questioned.

"Give it a minute." Batman announced. "The antidote should take no time at all to get into his bloodstream."

"Good." sighed Ant-Man, "This was getting annoying... But what do we tell him?"

"The truth." Logan replied.

"Wait what! Peter won't be able to cope!" Rarity shouted.

The Flash frowned, "I know. But he'll figure it out anyway. The Fear Toxin made his mind go insane. He thought he saw his enemies, but he was fighting us."

Under his mask, Peter opened his eyes again, the images and illusions left his mind, "W-What happened...?" he asked groggily. He saw the unconscious bodies of Iceman and Human Torch as well as Rainbow and Applejack lying on the floor. "D-Did I do this!?" he asked, at everyone's silence, he repeated his question, "DID I DO THIS!?" he asked louder this time.

"Yes." revealed Kaine.

Peter's eyes widened, him removing his mask, "What...?"

Batman exhaled, "Deadpool accidentally shot you with enhanced Fear Toxin, making you think you were trapped fighting your foes. You were actually fighting us. But we brought you back."

"Yeah. I'm not sure what the shock you saw, but it made you delusional." Miguel added.

Eddie retracted the symbiote, "Yeah. You thought I was Venom."

After Eddie said that, Peter looked around and saw everypony, but one was missing. "Where's Ben?"

"You went the hardest on 'em." Logan admitted, "Blood was pourin' outta the guy. I don't think he woke up." after hearing that, Peter sprinted into the room, almost as fast as Quicksilver. He slammed his body in the wall back accident to skid to a halt. He ran in, seeing Fluttershy tend to his wounds on the guest bed. "Is he alright?"

The meek pegasus shook her head, "H-He's not waking up... His breathing is weak." the two saw Batman walk in, and his cowl eyes glowed blue. Silence was passed along the three, before the hero gave the reveal.

"I'm sorry. He's alive, but comatose. He'll survive. But I don't know how long it'll be. Rainbow, Johnny, Bobby and Applejack are fine as well. But Rainbow has a sprained wing. You nearly broke it permanently. I'm sorry it had to be like this, Peter. Luthor played us all for fools. Even Deadpool will make sure he pays."

Peter faceplanted on the bed, soak stains revealing his tears. "Oh God..." he whispered. "I'm sorry, Ben... I swore to protect you and Kaine... But I failed you... I failed everyone!" he cried. Logan walked in upon hearing Peter's cries of despair. "It's all I ever do!"

Wolverine placed a consoling hoof on Peter's shoulder, the stallion unaware of the action. "Give him a minute to vent." he suggested. Batman and Fluttershy nodded, walking out the door. Logan gave Peter one last sympathetic glance before closing the door, leaving him in the darkness with his comatose brother.

"Please..." pleaded Peter.

Guilty

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"How's he doing?" Barry asked, seeing Miguel leaning on the door. Right now, Peter had decided to tend to Ben, feeling guily over what he had done a day ago.

O'Hara shook his head, "Not too good. He still blames himself for what happened to Ben." he waved a hoof, "Granted, he punched him hard, but he really wasn't aware of what he was doing... He's always been like this." Miguel faced Kaine, who looked at the door with a cold stare, his mind elsewhere. "And Kaine... He's not taking it easy..."

"Is he mad at Peter?" Barry wondered.

Logan overheard and answered, "No. He's just upset. Granted, I am too, but his brother is comatose. Hell, Parker called both of them his brothers. So they're both taking it hard." he sighed, "Just give 'em some time. But while they're coping I say we should pick up their slack. Rainbow and Applejack are recoverin' as well, meanin' we're down a few allies." he explained.

"That's right. How are they doing?" Barry asked. "I should really check on them sometime today."

"They're fine." answered Quicksilver, zipping into the room. Johnny and Bobby behind him. "They'll be healing for a few days, but nothing a few days of rest can't do." he saw the scarlet speedster sigh at that, "So, I heard you, Logan. What's the plan?"

"Dunno. Gotta wait for Batman." Wolverine answered.

"How are you feeling, girls?" Fluttershy asked, her, Pinkie and Spike sitting down on a few stools. Twilight smiled as Sunset and Trixie awoke as well.

"We're fine." the alicorn answered in a tired tone.

Trixie yawned, "Yes, but that day of rest really helped out. Trixie will be back to normal in no time!"

"So you say." Sunset chuckled. The blue unicorn rolled her eyes at comment, but grinned.

"You missed a lot." Spike revealed, "Punisher, Blade and Arrow left yesterday. But we have some new heroes from Peter's world! They're the Human Torch and Iceman."

Twilight nodded, "Peter mentioned them before. I'm sure he really missed those two. But... It's awfully silent over there. Did something happen while we were asleep?"

"Y-You have no idea..." Fluttershy exhaled.

"Deadpool's here!" Pinkie exclaimed, but then a frown formed on her muzzle. "But then Peter got hit by this strange gas... He fought all of us in this strange rage! And then..." she cut herself off, not wanting to remember what happened.

"What happened!?" Twilight asked worriedly.

Spike lowered his head, "He put Ben in a coma... He's alive, but he'll be out of it for who knows how long. He hasn't left his side at all since yesterday." the three mares gasped at what they just heard. "Kaine's also pretty messed up by it.

Twilight lowered her head, silence filled the room, awaiting somepony to speak up. Eventually, Twilight did, "How are the others taking it? Especially Peter..."

"Rainbow and Applejack are getting their wounds treated. Everyone else is fine, but Peter and Kaine... You could tell they're breaking. Pete hasn't left the room since he found out. And Kaine's been dead silent, more than usual. It's as if..." Spike sighed.

"It's alright, Spike. We know Peter never intended for this to happen." Sunset assured. "Twilight, you should go speak to him." she suggested the alicorn.

Trixie nodded, "Yes. I'm sure some reassuring words from you can at least ease his worries." she added.

The alicorn sighed, "I'm sure he's not in the mood for talking..." about other to death." she removed the covers from herself, "But I should speak to him. He really needs to see we still care, bed-ridden or not."

Twilight got to her legs and slowly walked out of the room, leaving Sunset and Trixie to get up as well. "Trixie needs something to eat. I can pray Quicksilver doesn't eat my food first."

"We'll see." Sunset taunted. "But I'm glad to be up. Is your horn still sore, Trixie?"

"Yes." replied the blue unicorn. "It seems magic will be of no use like they said. At least we're up and about."

"That's good." Fluttershy smiled.

Pinkie nodded, "I'm gonna make you all some yummy treats. Then I have to check on Wade."

Ant-Man sighed, putting down his helmet on the table. "Mister Lang?" asked Mayday, sitting down on the chair next to him. "Why is everypony sad? What happened to Daddy and Uncle Ben?" she wondered, Scott's eyes gazing on the ground. He really didn't want to explain this to someone as young as her. "Did something bad happen?"

Scott closed his eyes before answering, "The bad guys did something to your father. That's why he was so angry. Don't worry... He's better now. Mostly, but he needs time to cope with what happened to Ben. Your uncle won't be... how should I put this?" he whispered the last part, "He's sleeping for a while. I know I shouldn't be telling you this, but your father isn't in a talking mood."

Mayday looked down, a frown on her face, "Will Uncle Ben be okay...?"

Scott managed a thin smile, "If he's anything like your father, then he'll be awake soon."

The filly grinned back, "That's good." she hopped on a chair and grabbed a small juice pack, deciding to have a small snack while everyone else sat around. The pegasus looked at the helmet, "Why does your helmet look like that?"

Scott flinched, having lost his train of thought, "Oh, careful. That helmet is what allows me to do what I do and allow me to talk to ants." he explained. "So don't put it on."

"Okay, Daddy mentioned that you shrunk with Pym Particles, and that this mask gives off a unique frequency and soundwave similar to that of insects, like flies and bugs." she patted the small bug shaped helmet, "That's cool."

Lang grinned, "Smart kid. Your mom and dad must've taught you everything. Maybe if possible I can have Hank give you a scholarship or a job at his corporation."

"They did teach me! And maybe..." Mayday responded.

Meanwhile, the Cutie Mark Crusaders looked at Deadpool, who held the gun in shame. "You didn't mean it, Wade." Sweetie Belle assured. The merc sighed, as he continued to stare at the weapon that changed everything.

"Yeah! The Legion tricked you!"

Deadpool sighed, "It was my fault!"

Human Torch gave Wade a sympathetic look, "Wow. I've never seen you look so... down before. What happened to the goofy Deadpool we all know?"

Deadpool gave Johnny a glare, "Listen, Storm. Even I have my limits. I wanted to prove that I got better, but in my excitement I screwed up!" he cried. Scootaloo patted him on the shoulder.

"We know you, Wade." Bobby added, "This doesn't seem like something you'd do on purpose. We know how much you respect Peter. We'll try to convince him, don't worry."

"It was a rash action." Batman began to say, walking by, "But we should wait for Peter's response." after saying that, the Dark Knight noticed Kaine glaring at Deadpool. "Luthor and Loki are masters of manipulation, they managed to take your respect and used it to their advantage."

Applebloom agreed. "They're the bad guys here. Not you."

"Hey, Eddie?" Bobby asked.

"Yeah, Bobby?" Brock wondered.

"Has Peter gotten out at all since we left?"

Eddie shook his head, "No. But give him time... He'll be back to his old self soon." he raised a hoof, gesturing to the room where Ben was sleeping in.

"We can only hope." Miguel sighed.

Pinkie hopped out of nowhere, bringing the group a tray of treats. "Here... Ben used to like these. Strawberry frosted cupcakes." she mumbled, gently placing them on a table next to Ant-Man's helmet. Scott was the first to grab one.

Barry ran by and picked one up as well, taking the first bite. "Wow, Pinkie. I can see why Ben would like these..." he paused once he saw the color of the frosting. "Oh, heh. Nice." he observed the treat. "Thanks. I'm sure some of us needed this."

"You're welcome." Pinkie replied, seeing Deadpool grab one for himself. He pondered for a moment before gently lifting his mask partly, eating it in small bites.

Scootaloo looked at him, "Why won't you take off your mask, Wade?"

Deadpool groaned, "You don't wanna know."

"I know. That sack of shit Francis..."

"Is that even relevant in this continuity?"

"Now it is!"

Logan grunted, choosing not to eat the red frosted desserts. "I hope Parker sees this... He should know none of this is his fault."

The door to Ben's room, gently creaked open. Twilight slowly walked in, closing the door behind her. The only source of light was the setting sun by the window. "Peter...?" she called out quietly. She frowned at the sight of the clone.

Ben's body was bandaged, his breathing slow, and blood stains seen around his face. He wasn't disfigured, but it looked like one punch from Peter did major damage. 'Wow... I had no idea it was this bad...' she thought.

The alicorn saw Peter, leaning back on a chair. His snores echoing through the usually silent room. She sighed as she wrapped her hooves around the back of his neck. "Huh? What?" Peter blurted out, his eyes slowly opening upon contact. His eyes looked downward and spotted a pair of familiar purple hooves around him. With a single yawn, he asked, "Twilight?"

The alicorn released the stallion, and turned around to face him. "What happened?" was all she asked.

A tear ran down Peter's face, "I did this Twilight. Deadpool shot me with a gas known as Fear Toxin, which forced me to live out my fears... That all of you died. I went crazy... Filled with rage. Like the black suit, and... during our final battle with Osborn. Ben got the worst of it... With a single punch, I put him in a coma..." he whispered, planting his hooves on his face.

Twilight pursed her lips, glancing at the comatose clone. Peter continued, "It's my fault, Twilight... Everytime I think things are under control, I have to be reminded... that I'm a failure and nothing more." the alicorn responded by nuzzling her husband's neck.

"I don't think you're a failure, honey. Everyone outside is worried about you. I overheard Batman explain that it was the gas, not your own actions." Twilight elaborated. "If anything, this is Loki's fault. He and Luthor made Deadpool shoot you with the gun."

"You're right." Peter scowled. He got up from his chair and turned around, 'I have a few choice words for that merc. He brought this upon me and himself.'

"Peter? What are you doing?" Twilight asked, but her words were lost on the angered stallion. She followed him as fast as she could, wondering what he was doing.

The first person Peter passed was Quicksilver, "Hey, Parker. Are you better?" the spider was silent. "Alright, bro. Just wanted to know." he groaned. "Jeez."

Peter eventually reached Deadpool, "Pete? Hey, buddy!" he was cut off by the wall-crawler uppercutting him. Peter was going to continue, but Barry and Logan held him back.

"Dude! What the hell?" Johnny shouted.

"You did this to me!" Peter shouted, "You shot the toxin in me! It's your fault! All you ever do is screw up!"

Deadpool remained silent, but the Cutie Mark Crusaders stepped in front of him. "Peter! Why are you so mad at him?" Applebloom wondered.

Logan nodded, "Kid, calm the hell down." he warned.

Peter gritted his teeth, "It's all because you decided to show up here! Of course when you did, everything went to hell!"

Deadpool scowled his mask, he stood up from his spot, poking Peter's chest. "You don't think I'm trying to be better!?" he question with a shout, "After all these years you still treat me like a damn nuisance!" he exclaimed, earning a gasp from the ponies, while the superheroes remained silent while he continued. They've actually never seen Wade so serious often.

The Merc with a Mouth stretched his hooves, "And I am! I'm not afraid to admit that! But you so much as think that I wanna ruin your life after you put up with so much shit?" he inquired. "Then that's on you, alright? After all these years even before you left, I've looked up to you, Peter! Think about it. I only ran away when I showed up without putting up a fight, I hadn't hurt a single living creature. You think I'm just some heartless monster with a wacky mind."

Peter allowed Wade to continue, while Batman crossed his hooves at the rant. "I wanted to be a hero like you. I screwed up yesterday, and I accepted it. I only joined Luthor for those five minutes just so we can reunite! I only wanted to be your friend." he said the last part, causing Peter's eyes to widen. Deadpool's words hitting him like a tank. "And now I was involved in this! Go ahead, be angry all you want." the mercenary started to storm off, but Peter cleared his throat. Having taken his words to heart.

A look of sincerity was on the stallion's face, "Wade..." Peter started to say, "I-I'm sorry... You're right." he put a hoof on Wade's shoulder. "I shouldn't have been too hard on you." he rubbed his neck, "How about this? If you're being honest... You can stay and help us so long as you don't hurt anybody." he paused.

"Hey, did you already forget?" Deadpool asked.

"Forget what?" Miguel asked.

"I know where Superman's at!" the merc revealed to the others.

"That's right." Batman recalled, "You said he was being held up at LexCorp within a hidden room. While the rest of the Justice League and Avengers fend off our Earths, we should prepare an escape for him in a day or two."

"Yeah." agreed Eddie. "But we can't afford to lose this time. The fate of our worlds rest in this."

"Thanks, Wade." Peter said with a grin. "You somehow turned the tide of the war."

"Ah, it was no problem. That's also why I left. I can't have these Legion of Doom guys stealing my money!"

"See! I told you Wade was good!" Pinkie called out.

Johnny put his hooves behind his head, "He has his moments."

Peter stepped in front of everyone, "Then it's settled. Starting tomorrow we'll think of a way to free Superman. We'll do this right. For Ben!" he chanted.

"Yeah!" shouted everyone, but Logan and Batman. But they nodded in agreement of what he said.

"What a show!" Discord called out, throwing away a small box of tissues into a flying trash can. Airhorn sounds were heard after he threw it in perfectly. "Now, have you all decided the next batch of opponents to distract our heroes of the day?"

Luthor nodded, "We have. The group keeps getting bigger so we have found our own team powerful enough to handle each powerset. Scarecrow, Yellowjacket, the Ravagers, Daredevil, Black Panther, and Nightwing." he revealed.

"And what of the speedsters?" Loki wondered.

Captain Cold chuckled, "I may know a guy. He and I don't work well together, but he should prove to distract the Flash and Quicksilver, so don't worry."

Tirek nodded, "Very well."

"Oh, I know what I should do! I'll bring this speedster of yours to Canterlot first, and give the princesses a scare!" Discord decided.

"I love this guy! He knows how to bring paranoia!" Joker noted.

"Then do it." Luthor agreed.

Loki used his staff to speak to the person in question. After a few moments of conversing, they came to a decision. "He said he'll do it, but only because he wants to show the Flash who is the better speedster once and for all."

"Good enough for us." Sinestro sighed.

"Hm. When the hell are we getting back out there?" Deathstroke wondered.

"When the heroes are separated. We'll give Equestria a taste of its new world order soon enough." Luthor revealed. He looked at a small beaker, containing a red liquid, 'And soon, with the proper tests and research, three worlds will have the ultimate ruler. One who is better than Superman in every way. Literally.'

A Bunch of A-Holes

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"Glad to see you two are alright." Peter sighed in relief. Two days have passed since Ben was put in a coma, and Peter, after venting, decided to check on Applejack and Rainbow Dash, who he had also injured, but not as badly. With him were Bobby and Johnny, who wanted to join their old friend.

"They told ya we'd be fine, sugarcube." Applejack replied.

Rainbow grumbled, her wing in a cast of sorts, "Not me. I can't fly for a few more days."

"I told you I was sorry, Rainbow." Peter said with a sad look on his face.

"I know, it's just..."

Johnny decided to finish her sentence, "Flying's all you got? I don't blame you."

"Yeah! Exactly!" Rainbow responded.

"You don't just fly, Johnny." Bobby rolled his eyes.

Johnny smirked, "I know. I'm also the greatest superhero on Earth."

"Yeah, sure." Peter chuckled, "Keep telling yourself that. What about Captain America?"

"...Second greatest I guess. Point is, I'm above everyone else on the list at this point." Johnny grumbled.

"Seems ya got competition fer yer ego, Rainbow," Applejack teased.

Rainbow huffed, "Shut up, Applejack."

Peter looked at the clock, seeing the time. "On that note, I think we should leave soon. We hope you two get better soon, we're gonna need all the help we can get."

"Why's that?" Rainbow wondered.

Bobby answered, "We're gonna save Superman sometime soon. We just need Batman to come up with the perfect strategy." He transformed into Iceman. "But it's time that we should go, sorry about the hasty visit, but the others are waiting for us."

"It ain't no problem." Applejack assured.

"You seem to be in a better mood." Johnny said to Peter, the three of them on their way back to the library. Peter decided to slide behind Iceman to catch up to them and get there sooner without having to waste any web cartridges.

"I guess I am... I'm still torn up about what happened to Ben... And Kaine's still giving us the silent treatment, but I can't be too focused on that right now. Not when we actually have a way to stop the Legion of Doom. That and I'm sure he'll be up soon."

Iceman decided to add to the discussion, "It's been two days already... How much longer do you think he'll be out of it?"

"Well hopefully not too long, he's gonna miss out on some epic battles." Human Torch commented.

"Yeah. At this point, we're down a few allies and up some at the same time. We have no magic users available, so I imagine Lex and Loki are gonna send some people soon enough." Peter sighed, "But with us all here, it should still be easy."

"More importantly, since I'm here." Johnny smirked.

"Whatever you say, Storm." Iceman groaned, "So this makes me wonder. Why did the Legion of Doom decide to stop here? This doesn't seem like their usual MO. It just feels off... I dunno. What do you think, Peter?" he wondered,

Peter shrugged, "Heck if I know. Boost Loki's ego and destroy me once and for all? I seem to be getting that a lot lately. Makes sense, given Loki's personality. If he weren't evil, I would probably hang out with him. Maybe." he paused, "Well, that really doesn't answer why the legion is here considering I have nothing to do with them. But I guess we'll figure it out soon enough."

"You replacing us with a god, Pete?" Johnny asked.

"Nah. Okay, maybe." Peter chuckled.

"Some friend you are." Iceman grumbled jokingly.

"Are you sure you all should be up?" Barry asked, seeing Twilight, Trixie and Sunset wandering about. "That magic exertion is supposedly tough." he said.

"We're fine, Barry." Sunset assured. "It's better than lying in bed doing nothing."

"Yes. Trixie was getting cramped." Trixie agreed, "Now, it's about time I got something to eat." she pulled out a bowl, but was surprised to see food already lying on the table. Her jaw dropped when she saw that Pinkie had already made food, with a little help.

Quicksilver smirked, flipping a pancake onto a plate with ease. He removed his goggles right as he looked at the unicorn. "You didn't see that coming?" he asked, zipping out of the room to grab a spoon real quick. He reappeared in the kitchen, drinking a small carton of juice while he sat down. With a sigh, he gently placed the plastic om the table, satisfied.

"Order up!" Pinkie called out.

Barry smiled, grabbing a few extra chairs so everyone could eat. Batman, Logan and Kaine decided to sit separate from the others. Batman and Wolverine sat on the sofa, while Kaine silently got to the wall and slouched down, refusing to talk. "He's not in a pleasant mood." Scott noticed.

"I can understand why." Sunset replied quietly, "His brother is seriously hurt. It's instinct for him. We should leave him be for now." she told the others.

"Yeah." agreed Barry, "I can't imagine the pain he's going through right now..." he mumbled, grabbing a fork, "Knowing that the only person you can call family is hurt... The only thing you have..." he inhaled, "But I know that eventually he'll be back to his old self. Whether it's before or after Ben wakes up is an entirely different topic."

"So, what are we gonna do about you three? You're clearly not capable of fighting right now." Miguel wondered, pointing at the three magicless ponies.

Sunset frowned, "I think you should know that we can handle ourselves without magic just fine, O'Hara."

"You sure? Cause I only remember you and Twilight using magic while we were on Earth." Miguel replied, placing a hoof on the table, "It seems you're handicapped in some way, like how Parker is with his Spider-Sense."

The yellow unicorn huffed while crossing her hooves, a pink tint glowing on her cheeks, seemingly embarassed by Miguel's assumption. Trixie gently slammed a hoof on a table to counter his argument, "Trixie can take care of herself just fine... Most of the time." she admitted with a slight gulp.

"You unicorns and alicorns always use the weirdest spells! All the time!" Deadpool shouted.

"Is that really true?"

"Have you even watched the show?"

"Duh! Like all the time!"

Twilight hummed, deep in thought, "No... They're right. I can't believe I just said that about Deadpool..." she muttered the last part so that the assassin didn't hear her, "We rely too much on our magic. But its too late for us to use any other form of offense, especially when we're in the middle of a battle of this scale."

"Exactly," chimed in Batman, the ponies turning their heads at his words, "Even though you're handicapped at this point, your reliance on your magic made you weaker than you already are. You have no tactics beyond that. As much as it'd help you, I can't train you until all of this is over."

"Really?" Twilight wondered

Batman nodded, "If there is spare time before the rifts close for good."

"That'd be a good idea." Eddie complimented, leaning on his chair. "Just in case we're not here and something happens. Remember, we can't stay forever."

"Aw... Why?" Mayday pouted.

Barry looked at the filly, "Your parents made a life here and were able to move on. We all have business to take care of on our worlds. We wish we can stay, but we need to protect our worlds." he explained, wrapping a hoof around the small filly.

"Oh man... I hoped to see you, Quicksilver and Rainbow Dash race when this was over." Scootaloo said.

"I would totally win." Quicksilver bragged.

"Yeah right." Barry nudged Maximoff's elbow.

"Come on! We all know Rainbow would win! It makes sense!" Scootaloo responded.

Quicksilver put his hooves behind his head, "We'll see..."

"Hey, Mister Lang?" Applebloom called out.

Scott waved a hoof, "Please call me Scott, Applebloom. I think we're all friends here."

"What superhero are you?"

"They call me, Ant-Man." boasted Scott.

"Ant-Man?" Scootaloo scoffed, the orange pegasus holding back a snicker, "What? Do you shrink?"

"Yes, actually. Oh, and I keep my strength and mass while I'm small, meaning that even if I shrunk, I can still suplex you all across the room without you touching me. And do not make me call the ants on you, you won't like that." Scott boasted, a smug grin on his face.

"Ants? Please don't get them on me, Lang..." Rarity pleaded.

Lang chuckled, "Don't worry... I won't use the helmet in here. Unless pressured otherwise. Maybe."

"You can talk to ants? That sounds amazing! Did you become their friends?" Fluttershy wondered.

"Yeah, some of them I actually. I remember a flying bug I named Antony and well..." Scott sighed.

The ponies around him paused, but Sweetie Belle decided to speak, "What happened to Antony?"

"He... Perished while I was off with the Avengers. I mourned him of course, but no other insect can replace him." Scott replied, earning a gasp from Fluttershy.

"Poor Antony." Pinkie cried.

"I'm sorry to hear that." Twilight said.

Logan rolled his eyes at the story, 'What the hell is goin' on?' his mind questioned. He turned away, seeing the door open, revealing Peter, Johnny and Bobby. The three immediately noticed Scott's downtrodden look.

"Was he talking about Antony again?" Bobby wondered. At their nod, Peter looked at the X-Man.

"Who's Antony?"

"His favorite flying bug." Johnny answered. "Died while helping him fly into a mission with the Avengers one day."

"Oh."

Peter turned around and saw Logan, "Are you two already discussing our plans in saving Superman?"

"Not yet. We were waitin' on you. That and three magic users are unable to help us anyway." Logan explained.

"Exactly. We need to divide our forces just in case Loki and Luthor become aware of our absence here." Batman added.

"Yeah, but I think we're good on that department." Peter recalled, "Have you seen how many heroes are here?"

Trixie sighed, "Yes, Peter. We are aware. It's too crowded for Trixie."

Maximoff nodded, "For you, anyhow. I'm perfectly fine."

"I like it fine!" Mayday cheered.

"I agree with the kid." Deadpool said.

Peter slammed his hooves on his face, "This house just gets crazier each time I walk in. What else can happen at this point?"

"Dude!" Johnny scolded.

Marvel Earth...

"Welcome. I take it you got Natasha and Clint's message?" Strange asked. "It's a shame. Those two are practically leading our forces here for now."

"So, the Avengers are missing too?" Star-Lord wondered. "That's just great..."

"Yes. They were captured by Loki." Strange replied.

Rocket rolled his eyes, "Wonderful. We were goin' after a bounty, but of course Loki had to come back!" he grunted, kicking the floor.

"I am Groot." Groot responded.

Rocket growled, "Yes, I know Loki's a bigger priority! I'm just wondering how he got his act together."

"He wasn't working alone. He has assistance from the Legion of Doom, a group of supervillains from another world." Doctor Strange elaborated for the alien. "We're allied with the heroes of that world and the world the Legion ended up in."

"But why are they in this other world. The one of ponies the two spoke of to us?" Gamora asked, "It seems like a strange detour to take in their plan."

"I do not know myself, but that's where Spider-Man resides now." Strange said.

"The Man of Spiders... There? I did not see that coming." Drax admitted, crossing his arms.

"Spider-Man was always full of surprises." Quill laughed. "But we've been to stranger worlds."

"So I've heard." Strange chuckled. "As a fair warning, your forms may change once you arrive. But if the Legion is there, Spider-Man is going to need all the help he can get. Although some other allies are there as well."

"I am Groot."

"Yeah, this is gonna be weird." Rocket responded to his tree pal.

"Good luck, you five." Strange told them. At that, the Guardians of the Galaxy jumped into the portal, ready for battle. Once they left, the sorceror sighed.

"Equestria's not ready for this..."

Ponyville, Equestria...

A portal opened up in the library's living room, alerting Peter and the others. The wall-crawler, Johnny and Bobby stood next to it. "Is your Spider-Sense going off, Peter?" Johnny wondered.

"No." Peter shook his head, "This must be more assistance."

"Probably." Bobby agreed.

Twilight, Quicksilver and Deadpool appeared next to them. "Who is it this time?" Maximoff questioned. "Seriously, it's kimda overkill at this point." he said.

Five ponies jumped out, their appearance catching the heroes off guard. Scott slammed his face on the table, "Oh no... Not them." he groaned, taking a look at them.

The first pony was a tan stallion wearing a red leather jacket and a strange metal mask with a weapon of sorts strapped on his side. "Hold on... We're all horses? No! This isn't what I had in mind!"

The second was a taller green stallion with red marks around him, and two blades wrapped on his back. "It is demeaning, but I can get accustomed to this."

A green mare, wearing a red suit, moved a step forward, "Yeah... I kind of agree with Quill... This isn't what I expected."

"I am Groot."

"Yeah, you're right, pal. We still look the same!" Rocket realized, looking at his body. He placed his bag on the ground.

"No fair!" Quill huffed.

"The Guardians of the Galaxy? What the heck?" Peter blurted out.

Fluttershy immediately gasped at the sight of Rocket, and tackled him, "Oh, you look like such an adorable raccoon!" she cooed, Rocket trying to pry himself free.

"I ain't a cuddly raccoon pony lady!" Rocket pleaded, struggling to break free.

"Uh, random cute pony, you may want to put him down." Star-Lord warned, "He's not cute and cuddly."

"Oh..." realized the yellow pegasus, "I'm sorry."

The alien grunted, dusting himself off, "Yeah, yeah. I get that a lot. Minus the hugs of course."

"I am Groot." Groot added, raising a finger.

"A talking tree! That's amazing!" Pinkie called out, hopping on Groot's shoulder, the wooden alien smiled at the pink mare.

"I am Groot."

"Yeah, I think you're cool." Pinkie responded.

Drax raised a brow, "You understand him?"

"Yeah I do!"

Miguel exhaled sharply, "Parker... How many shocking heroes exist in your timeline? I mean, first the original Punisher, Ant-Man, the X-Men, and now these guys?"

"Quite a number." Eddie chuckled. "Seriously, I probably haven't met as many heroes as Peter."

"Yeah... Some are good. Some are bad. And some are a litle bit of both." Ant-Man groaned.

"Are they aliens? Er, space aliens?" Applebloom whispered.

"Yeah, don't worry. They're cool." Quicksilver assured, appearing behind the Cutie Mark Crusaders.

"Nice to meet you all, I'm the greatest bounty hunter in space, Star-Lord." Quill greeted, removing his mask and revealed his mask.

"Who?" Twilight wondered.

Quill rolled his eyes, "I'm Star-Lord man..."

"Don't bother." Gamora told him, before facing the ponies, "Sorry about that. We're called the Guardians of the Galaxy... I still hate that name." she grumbled.

Quill continued for the green mare, "That's right! I'm Star-Lord, that's Gamora, the tall guy there is Drax, the furry guy is Rocket, and the talking tree is Groot." he introduced each of them one by one, the ponies waving at them. "You're welcome, galaxy!"

"What a bunch of a-holes." Trixie whispered.

Barry ran behind Quill, "So, you protect the galaxy? Have you ever heard of the Green Lantern Corps?"

"No. I have never heard of a lantern turning green." Drax responded with a shake of his head.

"A shame. The universe wouldn't be prepared for so many space heroes." Barry said with a smile.

"The universe is a big place, but the multiverse is bigger." Batman explained. "Space has their own heroes and sets of problems. But I've never heard of you five."

"We met before." Logan added, "Some Mad Titan callin' himself Thanos came to our world, and they helped us. But fer some reason, I can't seem to think of why he came there. He said somethin' about revenge when he arrived."

"So, why are you five here?" Twilight asked, "Like Batman said, the vast cosmos are already big enough, but to take time to come here? Why bother?"

"Loki's a threat across the universe." Star-Lord said, "He's a priority for us to handle. We got a message saying he was in this world and decided to help out."

"That's cool." Johnny said.

Rocket spoke, "Oh great. The man who can light himself on fire is here as well, this is gonna be fun!" he said sarcastically.

"Hey," Bobby began, "You decided to come here. Sorry if your allies aren't what you had in mind."

"I am surprised to see Deadpool here." Drax said.

"Why wouldn't I be?" Deadpool wondered, "I'm a main character now!"

"Does that make these guys main characters?"

"I dunno!"

"Right..." replied Barry.

Scootaloo and Sweetie walked closer to the guardians, "Nice to meet you five! We come in peace as well!" the pegasus chuckled.

"Yeah! What's space like?" Sweetie Belle asked.

"Totally awesome! So many cool planets to go to and treasure to find!" Star-Lord exclaimed.

"And that means more money." Rocket chuckled.

"I like money." Scott added.

Batman rolled his eyes, "If you say so."

"Trixie likes money too. Perhaps you have a few bits to spare?" the blue unicorn teased.

"What the hell are bits?" Rocket shouted.

"We'll explain that to you five later. For now, we really gotta tend to this. This house gets more and more crowded each day." Peter responded with a light laugh.

"Yeah. How are we even handling this?" Bobby questioned.

"Go with the flow?" Peter suggested.

Johnny shrugged, "Good enough for me."

"Pardon me..." Rarity began to say, "But, um, you're a tree?"

"I am Groot."

"Yeah, we know you're Groot." Sunset responded.

"I am Groot." he repeated.

"Do you say anything else?" Miguel asked.

Rocket waved a hand, "Yeah, no. That's all he says. He said yes he is a tree and that it's a pleasure to meet you. There, ya happy?"

Sunset raised a brow, "You can understand him? How?"

"He and I had each other's backs for as long as I can remember." Rocket elaborated, "I sorta got used to his phrasing."

"Ooh! A tree and raccoon are friends?" Mayday asked.

Groot smiled at the filly while Rocket groaned, "Alright, since yer a kid, I'll forgive you. But don't call me a raccoon. I ain't that at all." he told Mayday.

"Okay." replied the young pegasus.

"Glad we got that settled." Rocket crossed his arms.

"So, Rocket... Welcome to Equestria." Peter chuckled.

"Yeah yeah. Alien planet. Nothin' we haven't seen before."

Star-Lord raised a hoof, "Minus most of us losing fingers and the ability to stand straight."

Scott shrugged, "You get used to it."

"That's been a phrase passed around lately." Quicksilver chuckled.

"So, we could use your help anyway." Batman cut the others off, "We're planning to find Superman."

"Alright. I take it he's important?" Gamora wondered.

"Yeah, his disappearance probably means he knows more about this than we thought." Barry spoke.

"Very well. So long as time doesn't fly away from us to the sky." Drax said.

"Yeah... Leave the jokes to the professional, Drax." Quill sighed.

Canterlot...

The moon began to rise once again, signaling the end of Celestia's sun for the next twelve hours. The sun princess sighed as she reached her chambers.

"Sister, you may rest for the night. My Lunar Guards shall handle things from here." Luna said.

"Thank you, Luna." Celestia replied with a smile, sitting on her desk, "But first I must attend to these papers."

"Very well, Sister." Luna nodded, closing the door.

As Celestia used her horn to lift a quill, the lights in her room dimmed suddenly, alerting her that something was wrong. The solar mare turned her gaze around, but flinched at the sight of something strange. A red blur of lightning sped around in her room, causing her papers to fly around her. With the lights gone, she trued to use her horn as a light, but she could barely see the figure.

The red lightning stopped, and the culprit revealed themselves slightly. It was a blur in yellow, their form constantly vibrating as to not reveal their features. And their eyes were glowing blood red, frightening Celestia a little. The yellow being ran closer to the princess, and as soon as it came, it left.

Celestia exhaled in relief, using her horn to light up a candle for sight. "What on Equestria was that?" she whispered. Her eyes then widened at the sight that awaited her.

It was picture of the Elements of Harmony and Peter Parker holding a young Mayday. A knife embedded itself on Peter and Twilight's face as she read a warning painted red: 'Be prepared for war...' it read, the solar princess scowled at the message.

"Perhaps it's time Luna and I checked on Peter..." muttered Celestia, still shaken slightly by what she just witnessed.

Divide and Conquer, Part I

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Peter quietly walked into the room where Ben was sleeping, the rising sun was glowing through the lone window, shining down upon the comatose clone. The stallion sighed, grabbing a chair and sitting down upon it as his gaze turned downward. He saw that the wounds inflicted on Ben were slowly healing as time went on, relieving Peter of the worry of his healing factor.

"Hey, bro." he whispered. Ben remained silent, his breathing being the only noise. "If you can hear me, I just wanted to let you know... We're gonna stop the legion. For your sake." a soft smile formed on Peter's face, "And I've been thinking about something for a while. Er, two things actually... But I'll have to speak to Twilight about that once I have the time... The other thing..."

Peter paused, holding up a small piece of paper, it was a design of sorts, and appeared to be a modification of his costume, "Well, I'll let you and Kaine make the choice once you wake up. This whole mess made me see things in a new light... And I felt you should know that."

The stallion got up from his chair, taking the paper with him. "Hope you get better, Ben. We're all waiting for you." he exhaled, slowly closing the door before leaving.

Peter closed the door behind him and closed his eyes, Logan and Miguel were waiting for him. "You better, Parker?" Miguel asked sincerely.

"Yeah, it's just tough." Peter admitted.

Logan nodded, "We're rootin' fer him. The Legion of Doom's tearin' us apart physically and mentally. And I'll slice their asses fer even threatenin' us."

"That time may come soon, Logan." said Batman.

"What do you mean?" asked Eddie, stepping forward.

"What I mean is, we may have a chance to save Superman. But that's it. One chance. We can't afford to screw this up." Batman explained to Brock.

"I'm kinda lost on what's happening." Star-Lord admitted, scratching he neck. "So, um, can you explain the whole thing?"

Twilight sighed, "A group of villains from another Earth showed up here with a god named Loki. They put most of the heroes under mind control and are sending them here."

"Alright, got it." Quill responded, jotting stuff down in a notepad.

"Where did you get that?" Scott questioned.

"Me!" Pinkie chimed in, popping up behind Lang, scaring him.

Deadpool waved a hoof, "With some help from yours truly."

Quicksilver shook his head at what was happening, "Sometimes I wonder how we're the heroes."

"Well, we're funny for one thing." Barry chuckled, "And we can actually stand here and plan without being at each other's throats." he paused for a split second, "Most of the time anyway."

"You." Drax called out to Batman, "Man with the appearance of a bat. Are you in fact part bat?" he wondered.

"No. I wear this to strike fear into my enemies. Criminals are a superstitious and cowardly lot." Batman explained.

"So, a guy dressed as a bat is our smartest hero?" Rocket snarled, "What kinda nonsense is happenin'?"

"Show 'em some respect, furball!" Logan scolded, crouching down to scowl at Rocket.

"Calm down!" Sunset scolded, appearing between the two, shoving them away slightly. "If we're gonna save Superman then we all have to work together! I'm getting tired of all of us fighting every time somepony else shows up!"

Gamora nodded, "She's right. We're not gonna get a lot done by arguing with each other. So Quill, Rocket... Knock it off."

"Alright, alright. Jeez. Wasn't me." Star-Lord mumbled.

Barry looked at Miguel, "Something tells me this was a bad idea."

"You're telling me. I should've stayed in my timeline." O'Hara replied.

Barry's eyes widened in realization, "Oh, you're from the future, right? Did any records describe our world? I mean, I wouldn't think so, but you can never be too careful with time travel."

"Somewhat. The records mention that during the Heroic Age, the heroes of our Earth crossed paths with heroes from other worlds, including Equestria, your world and some other world called Capcom for whatever reason." Miguel revealed. "What the shock do you know about time travel?"

The Flash looked at the ground, a sheepish smile on his face, "Yeah, um... I may have accidentally time travelled a few times. Someimes it led to creatures called Time Wraiths popping up for doing so. They really seem to hate speedsters messing with time."

"I think Parker mentioned Time Wraiths once." Miguel replied. "Seems kinda strange. I've never really dealt with opposing time travel forces before."

"Well the Wraiths are no joke. They won't stop until the anomoly is gone. Believe me, even someone as fast as me stuggle when escaping them." Barry admitted.

"I'll keep your word for it." Miguel replied.

Meanwhile, Groot kneeled down, extending a finger. The Cutie Mark Crusaders watched as a lone flower grew on him. "That's so cool!" Sweetie Belle complimented, the tree smiling at her words.

"I am Groot."

"Hey, if yer happy pal, you won't hear me complainin'." Rocket said with a smirk.

"You're a softie, aren't ya?" Applebloom teased.

Rocket rolled his eyes, "Nah. Groot and I understand each other. You'll understand when you're older."

"What the heck is that supposed to mean?" Scootaloo questioned, furrowing a brow at his words.

"I dunno. I just wanted to say that."

Meanwhile, Peter, Johnny, Bobby and Wade sat together. "So, Bobby. What's new with the X-Men?"

"Eh. Nothing too crazy. For some reason some group calling themselves Inhumans randomly showed up, but don't worry we're all trying to avoid conflict." Bobby assured.

"Inhumans?" Johnny repeated, "I think we've been to their land before. Attilan I think it was called. Yeah, their leader Black Bolt really isn't talkative. But they're back? Let's hope that this is for the better..." he sighed.

"As long as there isn't a Civil War, I say we're good." Peter comforted.

"Good luck with that!" Deadpool laughed.

"No one is gonna get that."

"Yeah, how can there be a Civil War II?"

"And Inhumans fighting X-Men..."

"Superheroes fight all the time in both of our worlds! Batman and Superman fought plenty of times!."

"Good point."

Deadpool continued, "Anyway, we're all crowded in this house and I am really craving some tacos." he rubbed his hooves together after saying that, "Ya got any Mexican restaurants here?"

"Sorry, DP. No tacos here. Or any variety of meat for that matter." Peter apologized.

"Nooooooo!" screamed Wade at the top of his lungs.

Johnny smirked, "Drama king."

"No kidding." Bobby muttered.

Meanwhile, Twilight looked Star-Lord's gear, "This is fascinating. Are you a human like my husband? You mentioned that you patrol the galaxy all the time."

"Yep! I was abducted after my Mom..." he paused, "Well, I was raised by a group of outlaws called the Ravagers and a blue alien guy called Yondu. He made me the man I am today."

"I'm still debating whether that's a bad thing or not." Gamora said in a snarky tone.

Quill chuckled, spinning around, "Well, I am the greatest outlaw and hero in the universe. So I say it was for the better."

"After your mom what?" Twilight wondered.

The outlaw frowned, "She died when I was a child."

Twilight gasped, "By the stars... I'm sorry..."

"You didn't know." Quill said in an usually serious tone. "But I moved on... I'm her Star-Lord after all."

Spike decided to speak to Quicksilver and Drax, but the dragon turned his attention to the destroyer. "Hello, purple dragon thing." greeted Drax, earning an awkward chuckle from Spike.

"The name's Spike." the drake revealed.

"Why are you called that? Shouldn't you have sharp scales if that were the case?" Drax wondered.

Quicksilver nudged Drax's shoulder, "He still has scales, greeny. But his youth makes them harder to spot. It's still a pretty cool name, though." he said.

"Anyway, is space cool?" Spike wondered.

"It is freezing if that's what you're wondering." Drax replied in a stern tone.

"What?" Spike asked.

"Oh, you meant if I like space." the destroyer realized, "It is alright, Is suppose. But I usually dwell on getting revenge on the one who killed my family years ago while on the ship." he growled, raising a hoof to the sky in bitterness.

"Who did that? That's terrible!" Spike exclaimed.

"The Mad Titan, Thanos." Drax revealed.

Quicksilver leaned on a wall, "That nutcase? He's done a lot worse. No offense, but I'm sure he doesn't even remember that. To him death is a statistic." he recalled.

Drax gritted his teeth, "I'll make him remember. Once we find him anyway."

"Wow. There's someone more bloodthirsty than Goblin? I didn't think that was possible." Spike hummed, crossing his arms.

The alien nodded, "It is. The vast cosmos are home to many diabolical people."

Not too far away, Fluttershy looked at the wall, seeing Kaine slouched down still. He would occasionally turn his head to the room. "Kaine?" she whispered. The clone merely grunted and dug his head into his hooves as a response. The meek pegasus flinched at his reaction, but she moved closer to him.

"Um... Are you feeling better?" she asked.

"We shouldn't be goofing around like this." Kaine growled, "My brother is in a goddamn coma and here we are chatting it up with talking space raccoons and trees!" he yelled, getting Eddie's attention as well as Peter's.

Peter leaned on the wall next to Kaine, "You know I feel bad about what happened."

"Yeah! You were the one that did it!" Kaine snapped, Peter jumped back as a result. The stallion noticed that there were bags under his eyes, "Yet here you are acting like the idiot you always are!"

"Hey, knock it off, Kaine! He felt just as guilty as you do!" Eddie snapped back.

"Don't you dare defend this, Brock!" shouted the clone, poling Brock in the chest. "We should be focusing on stopping the Legion of Doom, but we're just sitting in this house!"

"Um, K-Kaine... You should calm down." Fluttershy suggested, putting a hoof on Kaine's shoulder, "You're starting a scene."

"Good."

Before anypony else could react, a batarang hit the wall next to Kaine's head, silencing the room. "Shut the hell up." Batman started to say, "We know that you're close to Ben. But we can't just sit around and mope. Not when we have a chance to end this war."

Kaine scowled, getting up from his spot. Twilight tried to run after him, but he webbed her up. Peter ran to his clone, holding him down. "Don't you dare do that to Twilight!" he ordered.

"Yeah dude! What the hell?" Johnny scolded, lighting a fireball in his grip.

"Look, Kaine. You're mad, I get it. But don't take it out on anyone else." Bobby warned, turning his hoof into ice for a brief second.

"So, that's it?" Kaine asked, "The second I'm pissed off, there's a target on my head! I knew I couldn't trust any of you!"

Miguel flew over Kaine, "You're throwing a shocking temper tantrum right now! Calm down! We can talk about this without having to punch each other!"

Kaine shot a ball of webbing at O'Hara, making him fall on his back. "Don't you dare lecture me, O'Hara! I should've never listened to you back at Alchemax." he put on his mask and costume as he said this, his anger still evident.

"So, this is where we're at, huh?" Peter asked, crossing his hooves, "After all we've been through, you're just gonna up and leave?" he questioned, removing the webbing off Twilight. "Real mature of you, bro." he added with bitterness in his tone.

"You did the impossible, Kaine." Twilight remembered, "If it weren't for you! Our worlds would be ruled by Sloan!"

"Think, Kaine!" Sunset told him. "You wouldn't have even reunited with Ben without Peter and Eddie!"

"That may be true, but I should've never stuck around after that." First Spider growled, kicking the door open, "I'm sticking to how I handle things. Alone. I'm leaving. Don't go looking for me." he flicked a hoof, a stream of webbing following. He shot himself upwards, before vanishing in the distance.

"I can get him." the Flash said.

Peter put a hoof in front of the speedster, "Don't. He needs time to vent. He'll be back." he turned around, seeing tears in his daughter's eyes, he wrapped his hooves around her as did Twilight.

"Why did Uncle Kaine leave...?" she asked.

"Shh. He's just a little mad at what happened to Ben. He'll be back, I promise." Twilight comforted. "There, there, May..."

"'Man, Kaine's a bigger jerk than usual." Scootaloo huffed.

"Yeah. He's so mean..." Pinkie sighed.

"Don't worry about him." Logan grunted, "He'll be fine on his own. But if he wants to act childish, then let 'em. He'll get over it soon enough."

"Yeah. But he Mayday cry!" Scott reminded them, "You don't make adorable children cry!"

"I have to agree with the man of ants." Drax nodded.

Star-Lord sighed, "Of course, we show up and everyone decided to act all moody." he muttered, "What happened that got him so pissed off anyhow?"

"His brother, Ben was put in a coma." Batman explained. "It was due to a dangerous chemical called Fear Toxin that made Parker aggresive once he was exposed."

"You... Did that?" Gamora asked.

"Yeah... I'm not too happy about it." sighed Peter.

"C'mon, Peter. We know you didn't do it." Trixie assured. "The Legion of Doom manipulated Wade to expose you to the gas."

"Wow. We must have missed a helluva lot." Rocket realized.

"I am Groot."

"I'm sad too, Groot." Pinkie sighed.

"Now what?" Applebloom wondered, "Do we go after Kaine?"

"Like I said, we should leave him. He'll be back to his senses."

Rarity huffed, "The nerve of him. After all you've done, this is how he acts?"

"I know." Sweetie groaned, "We don't need him anyway!"

"Yeah!" Deadpool agreed.

"Well, at least things couldn't get any crazier." Peter sighed, rubbing his neck.

Then suddenly, a flash of light alerted the heroes and ponies. Luna appeared once the light dimmed, facing the stallion, "Peter! Twilight! We need your--" she paused, seeing how crowded the house had gotten since she last saw it.

"Who are these ponies?"

Peter looked at the moon princess, "Oh, right. Hey guys. This is Princess Luna." he wrapped a hoof around her, the princess blushing at his touch, "These are some old friends of mine, from my world and another. You remember Logan of course. Then there's Batman, Ant-Man, Quicksilver, The Flash, the Guardians of the Galaxy, Human Torch, Iceman, and... Deadpool."

"Hiya, Moonbutt!" Deadpool greeted. Luna responded to the nickname by shooting him with a beam. "What a reunion!"

"Er, I see..." Luna eyed the others, and seeing Eddie and Miguel, "Where are Mister Reilly and Kaine?"

"Kaine left fer a bit because Ben's in a coma..." Logan replied in a gruff tone.

"A coma? By the stars... How?"

"I--" Peter started to say.

"It was me!" Deadpool cried in a dramatic manner, kneeling down and cutting Parker off, "The Legion of Doom tricked me! I didn't mean for it to happen! They used a nutty chemical called Fear Toxin to make me do the deed!"

"Oh, um... Wade." Peter whispered, "What are you doing?"

"Saving yourself and Luna some angst." Wade whispered back. He eyed the others to make sure they play along.

"Is this true?" Luna wondered.

"Yes." Twilight lied, "But he's with us because thanks to Batman we figured out he was being used. He felt really bad about it and now he wants to help."

"Very well, if they trust you, Deadpool. Then I will not harm you."

"Awesome!"

"So, Luna. You're a princess in this magical horse dimension?" Star-Lord asked.

"Oh, um, should I bow now?" Ant-Man wondered, getting to a knee.

"Indeed I am. I control the moon while my sister Celestia raises the sun." Luna revealed. "And there is no need to now, Ant-Man. Any friend of Peter's is a friend to me."

"Control the sun and moon? That's farfetched." Rocket chuckled.

"Says the talking raccoon who's friends with a giant tree." Ant-Man joked.

"Don't call me a raccoon!" Rocket hissed.

Before Luna could respond to Quill's question, Sunset cleared her throat and cut her off, "Why are you here Princess Luna?"

"Canterlot is in trouble, Sunset. We need you all to stop the threats that plague it." Luna explained, "Where are the other Elements of Harmony at?"

"Oh, um... They were injured in another battle. Rainbow Dash and Applejack are recovering while Twilight, Sunset and Trixie can't use their magic for the time being." Quicksilver elaborated. "So, you'll just have to do with us."

"Alright then. I must warn you the foes we're about to face are peculiar." Luna warned.

Batman scowled, "Describe them."

"There is a small group of blue creatures, led by one with an arrow that follows his whistle somehow. The second is dressed like a scarecrow. Another has a suit with a bird on it. I seem to recall somepony in a devil costume for whatever reason. Then there's the one Celestia saw. The Pony in the Yellow Suit."

"Some of them sound familiar." Eddie realized.

"Yeah." Logan grunted.

"Pony in a yellow suit?" Flash repeated. "Oh no..." his eyes widened. "we gotta get there now!"

"Wait!" Spike shouted, "I'm coming too!"

"Hm." hummed Peter, seeing the others who are unable to fight.

"Go. We'll be fine without you." Twilight assured.

"Are you sure? What if the Legion--?" Peter was stopped once again.

"If Kaine is anything like you, he'll come back if we're in danger. What's happening in Canterlot is more important." the alicorn replied.

"But..."

"If it makes you feel any better, than I'll stay Peter." Eddie added.

Peter sighed, "Alright, Brock. If anything happens... Find a way to speak with Dr. Fate to get in contact with us."

"You got it!" Brock declared.

Sunset exhaled, "We're stuck here when we're needed. That's just wonderful."

"Tell me about it." Trixie replied.

"Now that's settled. Send us there, Luna!" Peter said. Luna used her magic to warp all of the heroes to Canterlot, where their next battle awaited.

Tartarus...

"Can we go now?" Joker whined.

"Actually... I was thinking about sending a few of us there. As a small warning for Equestria. We attack Ponyville soon. But first we should wait for them to get offworld." Luthor revealed.

"I have a small Chitauri army I can send there." Loki chuckled. "I can weaken the heroes even more. I do say it's about time I went into the frontlines."

Luthor paused to think, "I can work with that. Then once they're offworld as I anticipate, then the Legion of Doom shall strike."

"Oh, I love it when a plan comes together!" Discord said, holding a blueprint.

"Me too." Deathstroke said, "But I'm itchin' for a fight. I'll handle that clone while Loki's gone."

"You may do so, Slade. If things go awry, I'll send you back here." Loki responded.

"Finally! We're doin' something!" Heatwave groaned.

Divide and Conquer, Part II

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Canterlot...

The city of Canterlot was in complete disarray. Various large ponies were thrashing around, causing mayhem and harming the civilians around them. Standing on the roof was a pony wearing black and yellow armor. "Heh. Pym never thought that I would end up in something like this or that there was a world like this after all. That little errand boy should've ended me when he had the chance so long ago." Yellowjacket boasted, facing his new aquaintance.

The pony was dressed like a scarecrow, with syringes tied to the tip of his hooves. His voice was gruff, heard while he chuckled, "This world now knows fear. They have never witnessed chaos on the magnitude it appears." Scarecrow declared. "Think about it. A world ravaged by terror and so much more with us as the catalyst."

"Indeed, Crane. It feels good." Cross replied, a smirk underneath his faceplate.

Scarecrow nodded, raising his hooves, "Very soon, the heroes shall fall one by one."

"I don't know about that." said a light blue mare, hopping from the roofs, kicking Scarecrow so hard that he fell off the building. Yellowjacket growled, activating his thrusters, and caught him. The armor created a small crater as he landed, the armored pony looked up to see the culprit's true face.

"This town's seen some crazy things. Myself included." Black Cat teased, posing on the edge of the roof. "Now, I say you should explain what the hell is going on."

"Black Cat..." Yellowjacket growled, "The Legion of Doom never said someone like you would be here in this world!"

"Legion of Doom? Never heard of them." Felicia said, leaping onto the ground. "But your friend over there must think he's in a Halloween party." she gestured.

"No... I am the Scarecrow. You shall witness true fear by my hand." Scarecrow declared. "You think you may have surprised me, but we'll make sure you all suffer."

Black Cat blinked, "...Right."

The latex-clad mare tried to punch Yellowjacket with her right hoof, but the armored pony shrunk down, avoiding her attack. Cross flew and grabbed the hoof, spinning her around. Felicia was tossed hard enough to create a hole in the side of a nearby building, which much to her surprise was empty. "I'm not paying for that..." she muttered, shaking the cobwebs out of her head.

Black Cat hopped back on her hooves, trying to attack Scarecrow instead, successfully landing a hit on the masked stallion's face, "Seems you have nothing special, Scarecrow." she mocked, seeing Scarecrow stagger backwards in pain. Crane held his head, a stoic look was seen on his scarred face.

"It does not matter." Scarecrow announced, "It is too late for this town. This will be the first to burn."

Growling, Felicia hopped up, "Like hell it will!" she reared her hoof backwards, ready to attack again.

A light enveloped the area, revealing the heroes Luna had brought with her. The moon princess looked around, seeing the armored ponies create mayhem. "It appears things have gotten worse in my absence. You all have to hurry."

Peter nodded, "Who the heck are these guys?" he asked, getting into his costume. O'Hara mirrored his actions, digging into the bag they grabbed right before leaving. "Seriously, this might be some kind of criminal gang war we weren't aware of."

Batman remained silent, activating his Detective Vision, "Not quite. All of these ponies are giving off a different signature like ours, but nothing like Luna's or the others."

"So, they're from our worlds." Scott sighed, "Who decided to show up this time?"

The Flash and Quicksilver zipped around, "That's what we're trying to find out. No one here but these weird guys that are trying to trash this town." Flash revealed, pointing behind him and Maximoff. "It feels like a typical riot."

"Something about these guys look familiar." Star-Lord hummed.

"You've seen these guys before?" Spike asked. "Than that means they're aliens."

"Might have seen them." Gamora corrected the drake, pulling out her sword, "The Legion of Doom could've reached a few foes of ours somehow."

"Who else is left?" Drax wondered.

Rocket paused, "Oh crap."

"Let me guess, you figured it out." Spider-Mane groaned.

"Yep. These guys raised me. Seems the Ravagers followed us here after all." Quill mumbled, kicking the stone ground. "Now, where's the old coot at...?"

"Right here, boy." said a pony wearing a coat. A red light was embedded where his mane would be atop his horn. Yondu chuckled, "The Legion of Doom fellows offered me quite a sum to do a little damage here." he revealed.

"Why are you doing this, Yondu?" Quill wondered.

"Money." Yondu replied simply, ignoring Bobby roll his eyes. "I know you and I have a history, but then you decided to go off and play hero! Leavin' me and yer old family behind."

"Jeez. Is there some kind of family drama we missed?" Lang whispered.

"Just let it be, Ant-Man." Peter whispered back.

"Please." Johnny pleaded.

"What does this have to do with wrecking a town?" Gamora growled the question, gripping her blade tighter in her hooves, the hilt somehow staying in her grasp. "This doesn't seem like something you would do. Even for a quick yet big unit."

Yondu raised a hoof, "I don't care what you think of me, assassin gal. I need profit and Luthor provided me and my boys with such a thing. Nothing more to it then that."

"Aw man, where can we meet this Luthor guy?" Rocket cheered, wanting some money of his own. Unfortunately, he had to change his tune once he heard Batman clear his throat, the Dark Knight turned his head and gave him a glare that made him change his mind. "Er, I mean, we are here to stop you and your diabolical plans!" he declared in a faux heroic tone, pulling out a laser gun.

"I am Groot."

"Just roll with it!" Rocket hissed.

"Roll with what exactly?" Drax questioned, "I am clearly standing."

"Grah!" Rocket screamed, flrcing everyone to cover their ears.

Logan growled, "My freakin' ears! Shut up, furball!"

"Hey, if we're done gouging out our senses, I think we should get back to finding out who else is here? Hm?" Deadpool suggested.

Luna nodded, "Wade is right. We should find my sister. She is most likely still looking for the blur."

Star-Lord held out his gun, "You guys go on ahead, we'll see if we can change the Ravager's tune!"

"Hell yeah! Time to kick some ass!" Rocket cheered, pumping a fist in the air.

"I am Groot!" Groot shouted, while flexing, expanding his form slightly. He paused for a moment, grabbing a small stubble from the side of his face, throwing it aside.

"Good luck, Guardians." Luna said. The group turned away, seeing the Ravagers group together next to Yondu, while the Guardians of the Galaxy prepped themselves for the battle against an old foe, even in another dimension. The last thing they saw was Groot extend a hand, reaching for the gang

"Ravagers." Logan growled the name, "Doesn't sound pleasant. But it seems this whole thing personal fer them."

"No kidding." Quicksilver added, keeping pace with the others and Barry, who did the same. "Serious drama over there. I think. I could never tell with those guys." he mumbled.

"We can focus on their vendettas later. Right now we need to find Luna's sister." Batman ordered, never turning away. His focus was on the task at hand and nothing else. If this could get them closer to finding Luthor, then he'll take the chance. 'But Superman is still missing... Once this is over, we'll begin looking.' he thought, his mind coming up with various ideas as he ran.

"I agree with Bats on this one." Spider-Mane agreed, "We need to find whoever's leading this attack. Something tells me that Yondu guy isn't behind this." he paused in his tracks, feeling a familiar sensation on the back of his neck. "Watch out!" he shouted, pushing Johnny and Bobby aside. A blunt object bounced off the ground, gaining the attention of the heroes.

"Huh?" Bobby blurted out, seeing the red stick.

"What was that for, bro?" Johnny asked, rubbing his back. Peter merely pointed a hoof east. They watched the object land back into the hooves of a costumed pony. The wall-crawler immediately recognized his fellow devil themed crimefighting ally. "Can it be--?" asked the flaming hero, getting up.

"Daredevil?" Peter called out. "They got him too? How?" he almost shouted, 'He missed Punisher being here. Granted, the two of them would have fought, mind control or not.'

Wolverine unsheathed his claws, "It don't matter how they got 'em, he needs to be saved. Anyone else here as well?!" he roared, stretching his hooves.

"Must you provoke them, Logan?" Luna questioned in a stern tone.

"Yeah, seriously dude. You're just asking for trouble." Ant-Man commented. "That's like rule number one of luck, you don't provoke the universe."

"Well, even if he's here. We won't back down!" Deadpool declared, pulling out his katanas.

"Random song reference!"

"From the movie? How many people are going to get that?"

"Not a lot I imagine."

"Ya go find Celestia." Wolverine ordered, "Daredevil's not much of a challenge." he said.

"You sure, Logan? I mean, he's no pushover." Peter wondered, "Then again, adamantium skeleton,.. Yeah, I don't even need to wish good luck. He'll be back in no time guys."

"Who is that guy anyway?" Spike asked.

"Daredevil. A crimefighter in New York. Honestly, I was wondering where he was at when we were there." Spider-Mane explained to the curious dragon. "Unless Osborn had him under mind control as well, which wouldn't surprise me at this point."

Spider-Mane 2099 groaned, flying above the others, "The shocking future was less crowded without all these costumed bitheads. There's no Daredevil in my time as far as I'm aware. Then again, the future's always in flux and may be right now."

"That is true." Luna agreed, "Much like the timeline you visited sometime ago, Peter." she said to the original wall-crawler.

"You time-travelled here?" Scott asked.

"Is there anything you haven't done since you ended up in this world?" Quicksilver exhaled.

"I haven't gotten in a musical." Peter joked.

Luna shook her head, "You are a fool. First Batman and now this..."

"What about me?" Batman asked.

The blue alicorn turned her gaze to the Dark Knight, "Ever since he first met me, Peter has referenced you time and again when referring to myself. Truthfully, I am disappointed. He spoke of you as something bigger. I should not be compared to a mere mortal who believes he can dress himself up as a bat."

"I am not a mere mortal as you put it." Batman growled, "You should know I am full of surprises." he boasted.

Luna raised a brow, "And do tell. What kind of surprises? If you are truly a bat, then you should know that the night is my element. And my very domain."

"I am the night." was all Batman said before he decided to continue. "You should know I can speak many different languages, and despite being a horse, have trained myself in various styles of martial arts. I am no pushover if that's what you're thinking. Be glad you met me under dire circumstances like this. If it were just me here and a foe of mine, you'd be having trouble catching me if I got on your bad side." after saying that, Luna decided to remain silent, having no comeback of sorts at the moment.

"Holy crap." Scott whispered.

"Batman's a master at brutal honesty that's for sure." chuckled the Flash quietly.

"Sick burn, moonbutt!" Deadpool shouted.

Johnny threw a fireball at him, the burn wounds going away instantly. "You're welcome, Luna." chuckled the Human Torch.

"You just wanted to do that, didn't you?" Bobby teased. "It's like a trigger for you."

"Thank you, Johnny. I can see why Peter's friends with you and Bobby." Luna snickered at Deadpool's expense, though for once Peter actually didn't laugh at Deadpool's comical injuries.

"Jerks..." groaned Wade.

"Children." mumbled Batman under his breath.

"You're telling me. Ooh a nickel!" Scott exclaimed in glee, picking up a bit on the ground, "It looked like a nickel anyway." he didn't see Batman sigh in disappointment.

Then, another object nearly hit them. Spider-Mane 2099 used his webbing to spin it around back at whoever threw it. After that, a blur sliced Deadpool, his bloody scratch mark healed on the spot, the merc holding the sore spot. "That thing almost slagged you. What the shock even was that?"

"Alright. That was odd." muttered Wade. "Feels like I got hit by a hedgehog..."

"You don't mean..."

"Yes, We're talking about him. Felt like we got hit by a Spin-Dash."

"Stupid references. How do I put up with this?'

"Because we're one and the same? You know you love the references."

"God damn it."

"Strange isn't it?" Deadpool laughed. The heroes grouped together seeing the one who threw the stick. Batman immediately stepped forward, looking the pony wearing a black suit with a blue bird symbol on it, Luna was curious to see the Dark Knight's reaction.

"Nightwing." Batman growled, "The Legion of Doom got you too... They'll pay if they hurt anyone else through us." he slammed a hoof on the ground.

"Leave him to me." Iceman declared, transforming into his ice form after making the declaration. "Then let's see who the other guy was." he shot a beam of ice, revealing the figure hiding in the shadows.

It was a stallion, disguised as a panther clad in black armor. "Black Panther! Not you!" Spider-Mane revealed, shooting a ball of webbing in his direction, the panther sliced through the gossamer with a slice of his claws,

"At least it wasn't the blue blur!" Deadpool assured.

"How do you know--?" Peter cut himself off, 'Remember, Parker.' he thought. "Nevermind. Better off. But it's Civil War all over again!"

"Some reunion huh?" Ant-Man joked. "We're missing a few guys, and it'll be like old times."

"The previous king of Wakanda?" Spider-Mane 2099 questioned, "That's just shocking great!"

"You alright, O'Hara? You seem awfully tense." Spike said in a worried tone.

"Wakanda was technologically advanced compared to the rest of Earth during the Heroic Age. His Black Panther armor could allow him to keep up with other superheroes. I did my research." Miguel explained to Spike, who nodded.

Johnny transformed into his fire form, "Flame on!" he shouted, beckming the Human Torch. "His suit can handle the heat! But he should've stayed out of the kitchen anyway!"

Batman remained silent, "Fine. I need to assess who else is here anyway. Then we can concern ourselves with freeing them." he decided, turning away.

"You sure? You looked awfully crabby when you found that Nightwing guy." Quicksilver poked.

The Flash appeared behind Quicksilver, and whispered, "Nightwing is actually his adopted son. He's worried that he and his other allies were compromised." he revealed. Maximoff nodded, understanding the Dark Knight's attitude shift.

The group continued on, where they saw yet another battle. Spider-Mane groaned when he saw Black Cat, but was surprised to see Yellowjacket and Scarecrow. "Felicia!" Luna called out, Felicia turned her head for a moment while the two Spiders webbed up Scarecrow and Yellowjacket for a second before anyone else could see who they were.

"Nice to see you too, Luna." Black Cat chuckled, "And you too Spiders. Where's your clones at, handsome?"

Spider-Mane sighed, "Ben's in a coma and Kaine left in rage."

Felicia frowned, "Sorry to hear that..." she cleared her throat, "So, it seems you formed another band since last we met. I take it they're some old friends?"

"Yep!" Spider-Mane revealed. "From our world and another."

Black Cat smirked, "I thought the Bat was familiar. Keeping your own burglar in check?" the Dark Knight remained quiet at that, "Not much of a talker is he?" she wondered.

"Not really." Flash laughed lightly.

Ant-Man squinted his eyes, seeing something fly near him. In a panic, he jumped away, avoiding an attack delivered by Yellowjacket. Scott gritted his teeth, planting a hoof on the ground, "Cross! How did you get here?" he questioned.

"Like I said to my ally, you should've ended me back when we met. Now I'm back and ready to kill you." Yellowjacket declared. Ant-Man groaned as did Quicksilver.

"Enemies, am I right?" Scott joked.

"Who needs them?" Maximoff quipped.

"Yellowjacket? I thought that project was destroyed back when Pym made you Ant-Man." Peter deduced. "And Pym Tech was destroyed, or imploded I should say."

As he fought Yellowjacket, holding his metal stingers, Scott answered, "Darren Cross took over the company and used his data! We fought before!" he addressed his nemesis, "But it seems someone can't let go of a grudge!"

"Only because you ruined my business!" Cross shouted back, punching Ant-Man in the gut.

"Because you nearly sold weapons to HYDRA!" Lang shouted as well.

"Your worlds are full of ridiculous beings." Luna sighed.

"Yeah." Flash exhaled. "This isn't even the worst of it. Wait until you meet the Top. Or Mirror Master."

"Who names your bad guys? They sound corny." Maximoff said.

"Gotta agree with Quick here, Flash. They sound more generic than Green Goblin." Spike agreed, pointing a claw upward. "But Quicksilver isn't much better." he added, making the speedster frown.

The Flash crossed his hooves, "A friend of mine. Cisco Ramon named them. I know Harrison Wells would groan if he heard your names for sure."

"Don't group me with these bitheads." Spider-Mane 2099 huffed. "I'm following a legacy."

Ignoring the small debate, Batman used his Detective Vision to scan the figure in the cocoon of webbing. 'Massive amount of Fear Toxin. No...' his mind raced, seeing Scarecrow rip himself free. "Scarecrow!" Batman announced loudly to the villain.

"The Dark Knight himself..." Scarecrow's voice purred, making the heroes feel uneasy. "It is about time I break your spirit."

"That's never gonna happen." Batman declared.

Crane remained still, standing on his hindlegs. "If you wish to challenge me, you must get past our secret weapon." he ordered.

Then out of nowhere, a red blur tackled the Flash and Quicksilver, throwing them aside. The two speedsters tumbled on the rocky floor as they felt the world spin.

"Woah. That was crazy!" Spike exclaimed, "Don't tell me that was an evil speedster."

"It may be, Spike." Peter sighed.

Then, a white alicorn descended from the skies, "I found you at last, red blur." Celestia announced. She saw the group of heroes standing near her and addressed Peter. "Greetings, Peter and Miguel. Where are the others?"

"A lot happened. Let's just say that some ponies got hurt during an attack. Some more than others..." exhaled Peter. The guilt of his brief attack ran through his head again. "They couldn't make it, but I have some old friends with me."

"Sister!" Luna called out, gaining Celestia's attention, "It appears Peter and his new friends are aware of this new threat. They're a group of villains from another world called the Legion of Doom." the moon princess elaborated.

"She's right. We're here to stop those he sent as a distraction. Some of them are our allies under mind control." Batman added.

"I see. And who might you be?"

"I'm Batman," said Batman, punching Scarecrow, the red blur grabbed him and kicked him in the chin, knocking him down for a moment.

Luna added, "He claims he is the night."

"Anyway, some of us separated to handle the remaining members here. You mentioned a red blur?" Miguel said in a curious tone. "This place seems to attract all shocking villains."

"Yeah. Who's the blur anyway?" Peter inquired.

In that instant, the red blur of lightning grabbed Peter, pinning him to a wall and cutting oxygen intake. Spider-Mane saw that he was vibrating, his features obscured and eyes glowing red. The yellow suit he wore gave him an appearance similar to the Flash.

Barry found out who it was once he stood up and got a better look "Thawne..."

Reverse-Flash turned his head, releasing Peter, the stallion gasping for air. "The Flash..." he said with a distorted voice, surprsing everyone but Barry.

"That's scary." Spike gulped, "And kinda creepy... He looks like a ghost!"

Thawne ran to staredown the Flash face to face, "It's about time I end our feud once and for all. History lied about your fate."

Barry scowled, "It's not my time to go, Reverse-Flash. I'm sending you back to the twenty-fifth century for good." he declared, punching Thawne in the muzzle. His hoof collided with his chin, making Eobard flinch in pain slightly.

Reverse-Flash was about to raise his hoof, but someone pushed him aside. Thawne saw that it was Quicksilver holding him down. Eobard responded by kicking Maximoff in the chest, knocking the wind out of him temporarily.

"I see you made a friend. No matter. Two speedsters can't stop me." Reverse-Flash taunted, he ran past Quicksilver to deliver another blow to Barry, but a white aura surrounded his fist. Thawne turned his head to see Celestia holding him down using his magic, allowing Barry to counter with an attack of his own.

"Peter. You, O'Hara, and I can handle Scarecrow. Flash, Quicksilver Deadpool and the princesses can take care of Reverse-Flash." Batman ordered. "We have to end this." he cracked his hooves.

"Aye aye!" Deadpool cheered, running next to Luna, who ascended slowly, her wings flapping.

And so the battle for Canterlot began. A new group of heroes against an odd assortment of villains and heroes under their control, whether familiar or new. Spidey knew that his day just got a lot weirder, and with a scowl he glared at Scarecrow with his successor and a hero he had looked up to for years. Even without his wife by his side, he knew that he was going to win. No matter what.

Divide and Conquer, Part III

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Ponyville...

Twilight sighed, crouching down slightly. A faint glow illuminated itself on her horn, but before she could use any magic, it faded away. The alicorn groaned, slamming a hoof on the floor before screaming in annoyance. At that moment, Trixie poked her head out of the other room, hearing the princess's very brief, yet loud outburst.

"We're worried about Peter too. But that's no reason to break every window in this place." Trixie chuckled. "Now calm down..." she tried to ease up Twilight.

With another groan, Twilight sat down on the floor, the blue unicorn moved herself as well, "It's not fair, Trixie. Peter and the others are out there risking their lives in Canterlot! And we can only sit here, do nothing and wait for them!" she exclaimed, feeling disappointment in herself and her inability to help.

"You're starting to sound like Peter." Trixie smiled, wrapping a hoof around her roommate, "He would just spend the entire fight worrying about us if we were there in the condition we're in right now. He has a whole group of friends helping him anyway." she comforted.

Twilight sighed, "I know, but still... The last thing I want to tell Mayday is that something happened to her father and that I wasn't around to help him." she raised her hooves, leaning her head on them. "She's already feeling bad for Ben's state and Kaine running away... I just can't bear another loss right now."

Trixie shook her head, listening to every word, "Trixie understands. But I have faith in them, despite them not being the... how should I put this delicately?" she paused, "Not the brightest. And even then, they can depend on each other in battle like you and your friends would."

"You're right..." Twilight perked up, "But I still feel terrible about all of this." she added.

"We're still here, Twilight. If anything gets out of hoof, Eddie will help and maybe even Kaine will come back." Trixie assured.

"Kaine." exhaled Twilight, "I can't believe he just left like that right when we were needed for help."

"I am aware he's not the most sociable pony, Twilight. Trixie can relate of course." the unicorn said, muttering the last part quietly so it remained unheard. "But as Peter said, he'll probably come through to us when he's needed."

"What?! There's a battle I'm missing?!" Rainbow shouted, sitting up on her hospital bed. She tried to move her wing, but flinched in pain upon feeling the stinging that resulted from moving too quickly. Sighing, she laid back down, a frown seen on her face.

While, Twilight and Trixie were back at the library, Sunset, Pinkie, Fluttershy, Eddie and Rarity decided to visit Applejack and Rainbow Dash, who were still recovering after Peter's violent, yet brief assault.

"Easy there, Dash." Applejack said, "Last thing ya need is to sit here even longer. I've been hearin' how yer bored every wakin' minute of the day and last thing ah need is to hear more of it."

"Sorry, Rainbow." Sunset chuckled at Applejack's comment, "But there's already a large amount of heroes there to begin with. I say it's getting crowded."

"Yeah, that's kinda why I stayed behind." Eddie admitted to Sunset, "Something tells me they can handle whatever's happening in Canterlot just fine, anyway."

"Exactly! I don't think Luna can handle teleporting more ponies than necessary!" Pinkie chimed in.

"Are you feeling any better?" Fluttershy wondered.

Rainbow shrugged, "Kinda. The doctors said another day or two and we're free to go. I'm surprised Peter could pack that much of a punch." she chuckled, "It's why I'm glad I'm not a villain to be honest. That spider can hurt." Eddie cringed upon hearing that, but chose to not say anything, recalling how he and Spider-Man fought in their past.

"Even so, Parker and us has a tendency to hold back our true power. Heaven forbid we ever meet a Spider-Man with no such restraints." Eddie groaned to himself.

"You mean a Superior Spider-Man?" Pinkie wondered.

Sunset raised a brow in confusion, "What made you think he'd be called the Superior Spider-Man? That seems like such an odd title." she questioned Pinkie's choice of words.

"Well our Spidey is Amazing! If this one doesn't have morals, he'd consider himself superior to Peter!" Pinkie explained, moving her eyes left and right suspiciously, a nervous smile seen on her face. The ponies remained silent at the pink mare's explanation and odd behavior, wondering how to even respond.

Eddie crossed his hooves and shook his head, "I'll never understand Parker's titles. I swear if he ever gets merchandise on my world, they'll use each of the adjectives for different purposes." he said. 'And even if there is a so-called Superior Spider-Man, he better stay away from Equestria. This world has too many Spiders as is, the last thing we need is a whole multiverse of them in Equestria.'

"So, Amazing Spider-Man action figures?" Sunset questioned while chuckling.

Nodding, Eddie continued, "Yep. Even before he left he had plenty of theme songs for some reason. If I go back and find out they made a movie, I'll probably scream." he said, 'Then again, it can't be any worse than the time someone decided it'd be a smart idea to make a video game about Carnage of all people.'

"A movie?" Fluttershy wondered, "Um... What is that? If you don't mind explaining."

"Back on Earth, they would film a big budget production. Think of it as a play on a screen of sorts, but not live on stage and a bigger budget for effects." Sunset explained.

"Like for instance," Eddie added, "No actor can have my powers, so they use technology to change the actor's look so it looks like he has my powers and also to make things that aren't normally there. It's not really something I can explain. But they can match our adventures if done right."

"Well, I say our dear Peter deserves a movie." Rarity added. "After all he's been through, he could use something like that."

Rainbow spoke up, "It won't be as awesome as a movie about me though!" she boasted, "Though, I would still watch it." she admitted with a grin.

"Let's not get any ideas here, ladies. Last thing we need is a franchise about the wall-crawler. A movie about each of us and only Spiders? That'd be crazy." Eddie laughed.

Sunset smirked, "You mean an Anti-Venom movie? Or a movie about O'Hara?"

"Basically." Eddie said, not noticing Sunset's red face, her thinking about Miguel

Watchtower, DC Earth...

Meanwhile, on the other Earth, the remaining members of the Justice League gathered at the Watchtower. Wonder Woman, Martian Manhunter, Green Lantern, and Robin all warped in there at the same time. Robin held his staff at his side while he lowered his black hood, which hung over his cape and red costume.

"Has Batman given you any updates, Robin?" Hal asked the red armored hero.

Tim sighed, "Nope. You know him, always silent. Though, I've spoken with Green Arrow when he showed up in Gotham." he revealed.

"So, Oliver's back?" Diana asked. "Did he say anything about his disappearance?"

"Yeah, actually. He was under mind control and was warped to Equestria like the Legion of Doom. Batman is there and the Flash is there as well, safe and sound. They already allied with Spider-Man and Wolverine as well as the heroes of that world. Now, if only I can get Batman to talk and give a more recent update." Robin groaned.

"I'm sure he'll talk eventually. They have a lot of ground to cover in that other world. But we still haven't found Superman!" Green Lantern responded.

"It is peculiar. He was most likely the first victim of this war." Martian Manhunter commented, "He knows something, which is why Lex wanted him gone." he hovered from his spot and went to the Watchtower computer to perform another scan. "I'm still getting no signs of Kal-El anywhere."

"Cheery." Hal sighed, "I'm going back there and get an update from Stewart. I need to make sure none of the other Lantern Corps got involved in this mess." his lantern ring began to glow, "Yo, John."

'What is it, Jordan?' John said from the other side in Oa.

Hal continued, "You're still on Oa right? Wait... First of all, did anyone tell you what's happening on Earth right now?" he wondered in a curious tone.

'Yeah. Batman mentioned it to me sometime ago. He said something about the Legion of Doom attacking another Earth and some other dimension after Superman disappeared.' Jon answered. 'What about it? You need me to come there for backup?'

"Not right now. We need you in Lantern Space in case some other threat makes itself known. The Lantern Corps have to keep watch as of right now, despite what the Guardians may think. Has the Sinestro Corps made a move yet?"

'No. It seems without Sinestro, they're a passive lantern corps. We'll give you an update on whether the others decide to get involved in this interdimensional mess.' John commented. 'Hm. I should probably go now. Tell the others what I said."

"We already heard, Lantern Stewart." J'onn responded.

'Great. Remember, I'll be on standby in case you need another Lantern on the frontlines. Good luck.' John said before Hal turned off the communicator.

"At least the other Lanterns aren't involved." Robin commented, "I don't think we'd be able to stop them with who's left."

"Indeed, but at least we have that cleared. Now to the topic at hand, Superman's disappearance." Wonder Woman spoke. "After days of searching, it seems we still can't find him. I can only hope Batman has information."

"Knowing him, he probably does. He's just too dark and brooding to talk about it." Robin joked. "I should go to Doctor Fate soon. Especially since Nightwing went missing as well." he sighed.

"Batman's first ward went missing as well? He's most likely under the Legion of Doom's control." J'onn said.

"Yeah, that's what I was thinking." Robin replied, "In that case, I'll probably leave that to Batman if he actually is there."

"I'm still wondering why the Legion of Doom would ever bother with this third world. Spider-Man shouldn't be that much of a problem to eliminate directly. No offense to him, of course." Wonder Woman questioned, crossing her arms.

"Yeah, a magical world of horses doesn't seem like something on Luthor's or Sinestro's list." Hal retorted.

"We shall worry about that matter later," Martian Manhunter said, "Right now, we should get back to finding Superman. He can possibly give us information if my theory involving his disappearance is correct."

Everfree Forest, Equestria...

'Stupid goddamn Legion of Doom...' thought First Spider, swinging from the trees. 'Peter... He's too caught up in his superhero fantasy teamup to realize that the Legion of Doom should be taken care of right away! That idiot Wade put Ben in a coma and I'm not taking that lightly until this ends!'

Kaine stopped swinging, perching himself on top of a tree, his adhesive abilities keeping him still. "I shouldn't have snapped like that." he whispered. "But I can't go back. Not until the Legion of Doom pay for what they did to my brother." he hopped down, revealing his stingers while standing on his hindlegs.

The First Spider swiped his hooves upwards, slicing a tree with his hoof blades in anger. He sheathed his stingers again, sighing as he hunched down. 'Those bastards... I was actually enjoying how calm this world was, but of course, nothing seems to last. I can't keep fighting if this is what I have to show for it. A world in constant danger. Maybe I should just stop fighting once I go to Earth... The world will be better off without me having to protect it. I failed my brother, I failed Peter and Twilight, I'll only fail everyone else at this point if I keep going.'

Then, Kaine's thoughts were cut off by the sound of a gunshot. A bullet seemed to graze the clone's side, barely missing him and creating a hole in the trunk of the tree. The First Spider looked up to see a pony wearing black and orange battle armor holding a rifle. "You got lucky there, Spider."

"Who the hell are you?" Kaine asked. The armored stallion jumped down, allowing the clone to hear him.

"Name's Slade. But you may call me Deathstroke." Slade introduced himself, holding a sword in his hooves. "It seems you're all alone, like Peter when he found us."

Kaine scowled, gritting his teeth. "You're on the Legion of Doom! I'll rip off your head for what you did!"

"Oh, you mean your brother? Lex wanted some of you out of the picture for his plan." Slade smirked.

"You son of a bitch! The others are gonna kick your ass once they find out you're here! But not before I do the deed myself!" Kaine yelled.

"Oh they won't be showing up. Those heroes are busy in Canterlot dealing with another assault." Deathstroke informed the dark-clad clone simply. "An assault that you'll never get to see."

The First Spider hopped up, raising a hoof in middair as he descended. Slade jumped away, causing Kaine's punch to collide with the ground. Slade moved forward, giving the clone a right hook, the First Spider parried the attack, delivering a kick to Deathstroke's mask, making him grunt in pain. The assassin once more attempted to punch Kaine, this time he punched his shoulder before grabbing his neck, tightening his choke hold.

Kaine groaned, elbowing Slade with a free hoof and flipping around the assassin, grabbing him by his shoudlers, before flipping his entire body in the opposite direction. At this point, he had already released two strands of webbing on Slade, yanking himself to hit Slade with both of his hindlegs. Deathstroke flipped himself, countering Kaine's attack with a roundhouse kick, knocking the clone into a tree.

Luckily, Kaine got his bearings in time and flipped, his hooves landing on the trunk of the tree so that he was in a wall-crawling position. He pushed himself off and drove his hooves to hit Slade, but the terminator revealed his sword, aiming it in front of his face. The First Spider responded by unsheathing his stingers, using them to block Deathstroke's sword swipes. "So, you got some weapons of your own. I wasn't expecting that." admitted Slade, pushing his blade down, the clone keeping it away with his hoof blades. "This'll make ending you so much more satisfying." he grunted.

"I'm not dying today!" declared Kaine, forcing his stingers upwards, "Not until I deal with all of you!" he shouted, pushing up one last time, causing Slade's sword to fly out of his grasp. While it was in middair, the First Spider shot a stream of webbing at it, grabbing it and holding it with his own hooves. "Now let's see you deal with your own weapons." he jumped up, slicing vertically, but Deathstroke managed to jump away from the swipe in time.

"I see you're more pragmatic than Spider-Man." Slade said, pulling out a pistol. "But I think it's time I ended this." he pulled the trigger with a hoof tap. The First Spider used his newfound blade to deflect the bullet before it hit him. "And you have reflexes as fast as him. I'm gonna have fun with this." he smirked under his mask.

"Stop comparing me to him!" Kaine shouted, the clone threw the sword away and lunged after Deathstroke. He tackled the assassin and two were tumbling on the floor. The First Spider grunted as he punched Slade in the face repeatedly.

Slade performed one last move. He headbutted the clone, forcing the First Spider to shake his aching head to remove the cobwebs that plagued his brain. "Alright. He's good to go." he said.

Before Kaine could wonder what Slade meant, something hit him in the back, knocking him out. Smoke appeared on his back, a tear seen on his costume, revealing a small burn mark. Loki laughed, placing his staff at his side. "You did well, Slade. Now the citizens of this town will witness the wrath of my army." he declared.

The trickster god raised his staff, summoning a bunch of strange creatures by his side. "The heroes will be devastated when they see the ruins of Ponyville at the hands of my Chitauri army." he poked the First Spider with his staff, his eyes glowing red now. "As well as this First Spider."

"I'm coming as well. It's about time I did something." Slade ordered.

Loki nodded, "Very well. You may join me for this attack."

Tartarus...

"Nicely done, Loki and Slade." Tirek complimented. "The seeds of mistrust have been planted, and with the heroes gone, Ponyville will be an example of what's to come."

"Oh, you know how to enjoy a show Tirek." Discord said, before appearing behind Lex. "And how goes this little pet project of yours, hm Luthor?"

Luthor never took his gaze away from the beaker. "It's almost done. Even if the heroes free Superman from his prison, they'll never be able to counter my ultimate power."

"Grundy want ultimate power." Solomon Grundy commented.

Luthor gritted his teeth, "It's not for you, anyway. I need a little more time to perfect the formula."

"Hey, Luthor." Morris said. "When can this nullifier be removed?"

"Right now, actually." Luthor responded. Discord snapped his fingers, the brace around Hydro-Man vanished. "You're welcome, Mister Bench. Your time will come soon, I assure you. In fact, we're nearly ready to reveal ourselves once more."

Hydro-Man laughed, feeling his own body morph into a liquid state. "Oh yeah! Spider-Man won't know what hit him!"

"Finally!" cheered the Joker, "When can we do it?"

"Once the heroes get back from Canterlot, they're most likely heading to Earth. While that's happening, we can enact phase two." Luthor revealed.

Meanwhile, back in the Golden Oaks Library, within the dark room where Ben slept. The oddest thing happened while nopony was around to witness it. A sign that things may finally lighten up after a conga line of drama.

A hoof twitched under the covers. And a quiet voice spoke in its sleep.

"Parker..."

Divide and Conquer, Part IV

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Canterlot...

Spider-Mane, Spider-Mane 2099, Black Cat, Batman and Spike started to walk toward Scarecrow, who was seemingly defenseless at the moment. "Did you really think I would pit myself against the likes of you all, Batman?" asked Crane. "Go, my minions! Destroy them for me!" he ordered. Suddenly, a bunch of thugs appeared out of the woodwork, prompting the heroes to battle.

"Alright, actual thugs! Not robots!" Spider-Mane cheered, webbing a large pony to him and flip-kicking him in the face. Spider-Mane 2099 unfurled his wings and tackled two down as well.

"You're telling me. It's about shocking time we fought something other than a neverending obot army." mumbled Miguel.

"Only you would get excited by this, Spider." Black Cat huffed, jumping over another thug and throwing him over her.

Batman ignored the banter and drove a hoof into the jaw of a goon, knocking him out instantly, teeth sent flying. The Dark Knight rolled, kicking another thug right as he neared him. The goon grunted, "We're gonna tear you apart, Bats!"

"I'd like to see you try." Batman remarked, holding his cape with his hoof, flicking it on the stallion's face, stunning him. After doing that, Spider-Mane hopped by and delivered a swift beatdown on his body. The goon fell once Spidey moved his limb downward. "My point exactly." he said with some snark in his voice.

"Aw yeah! Finally I can do something!" Spike shouted, inhaling, letting out a small warning flame at a thug, distracting him long enough for Black Cat to drive her hooves into the back of his skull, knocking him out instantly. He stopped, seeing the mare perform her action. As a safety measure, Spider-Mane webbed up the unconscious bodies of those they knocked down.

Batman threw a lone batarang in the direction of a goon, it grazing their head. "Ya missed, Bats." he taunted, "You losing your touch at your old age?"

"Did he now?" Spider-Mane quipped. After he said that, the batarang came back around, the blunt side whacking the stallion in the back of the head, dazing him. The wall-crawler leaped, backflip-kicking the thug in the chest before rearing his hooves to his jaw, the pony falling to the floor after his body made contact with Spidey's hooves. "Now, I haven't beat thugs like that in a long while. That's why crime doesn't pay." he joked quickly. Another thug slapped the side of his neck, and the sound of glass breaking was heard, a brief moment of pain faded before O'Hara used his talons to scratch him.

"Always with the quips." Black Cat sighed with a smile, spinning her body around, grabbing a thug's head with her legs and flipping him over her body, tossing him to Batman, who leaped up slightly, kicking them in the barrel, knocking the wind out of them. The Dark Knight placed a hoof on the ground, landing gracefully.

Spike ran toward Spider-Mane 2099, who shot a strand of webbing and latched it onto a wall. With a yank, he pulled down a brick, hitting a goon on the head. "Wow. How are we gonna pay for damages?" Spike wondered, using his claws to scratch a goon in the side, allowing Peter to uppercut their face.

"We'll worry about that later, dude. For now, we should focus on sending these guys back to the crime alley they came from!" Spider-Mane responded, swinging past the dragon and his successor.

Wolverine growled, using his claws to hold up one of Daredevil's billy clubs. "You and I have barely met, yet Parker speaks highly of ya." Logan began to say, he unsheathed his claws, taking the blow to the head from the weapon, the pain subsiding almost instantly. "I ain't gonna go all out fer his sake, but that doesn't mean I'm gonna go easy." he said after shaking his head.

Daredevil remained silent at his declaration, jumping up. He reared a hoof back, and nearly punched Logan. Wolverine countered by moving his own right hoof upward, hitting Daredevil's barrel. The Man Without Fear fell down, wheezing for air. His red eyes scowling underneath his devil shaped cowl.

In rage, Daredevil used the strings connecting his billy clubs to latch onto the side of a building, pulling himself up to leap onto the roof. As fast as he could, Wolverine used his claws to climb the wall in order to readh his opponent. Logan flipped, kicking Daredevil in the face, the armor of his cowl protecting him from most of the impact, but blood was still seen on his muzzle.

"Yer tough, I'll give ya that." Logan complimented, crouching down slightly. "But I'll free ya like the others." he punched Daredevil, the costumed stallion, used his elbow to counter with a swift jab to Logan's face, the X-Man spitting in response to the force of the blow.

Still silent, Daredevil turned his body, kicking the stunned Wolverine off the roof. The mutant fell onto the stone floor. He groaned while getting up, wiping the dirt from his muzzle and costume, any other wounds vanishing. "Got lucky there, asshole." he revealed his claws, a sinister look was seen on his face. He stood up, revealing his claws as he roared. "Now I'm done playin'."

Daredevil hopped down, the Man Without Fear gave him a dull look, his red eyes never changing. He threw both of his bily clubs, Logan managed to deflect the first one, but the second managed to hit his chest, causing him to exhale sharply. Daredevil caught the projectile as it bounced back to his hoof.

Wolverine responded by using his claws to stab through Daredevil's armor. Blood was seen dripping out of the costume. Daredevil staggered in his spot, feeling the wound. While he was busy looking at where Logan stabbed him, he didn't expect a hoof to collide with his jaw. Wolverine gave the vigilante a right hook so hard, it left a small bruise on Daredevil's muzzle. "I went easy on ya this time, kid." he muttered to the Man Without Fear, who remained silent.

Then, Daredevil stirred, he cringed once he felt the stab wound Wolverine made. "What the hell?" he wondered, his dull mask eyes staring down at the blood covered hoof. "Wolverine?" he sensed, "Why do I feel like I don't have fingers?"

"Yer in some ponyland." Logan explained, holding Daredevil up, "Easy... That wound shouldn't keep you down fer long. We still got work to do here."

"Work? The last thing I remember was being in Hell's Kitchen." Daredevil realized. "Why are you here anyway?"

Wolverine grunted, "Some goons called the Legion of Doom did that to ya and a bunch'a other heroes. Loki's behind this."

"Loki?" Daredevil repeated, standing on all fours. "I can sense some others nearby. I think they might need our help." he started trotting away as fast as he could, going into a full speed gallop.

The X-Man followed him, wondering where he was going to.

Iceman created a path with his powers, circuling around Nightwing. The hypnotized stallion started to follow him on the trail, his hooves still as he slid on the ice trail. "Seriously, dude?" Bobby asked Nightwing, the former sidekick remained quiet at the question.

Sighing, Iceman shot a small ball of ice in the direction Nightwing was sliding, he brought the path in front of him higher while Nightwing slid on the icy floor face first after feeling the force of Iceman's concussive ice shot. "That'll teach ya." he quipped, focusing on creating an ice path to stay on. Iceman knew that Nightwing wouldn't be able to handle a full frozen shot, so he held back, weakening the blue bird.

Nightwing gritted his teeth, getting back on all fours. He chased after Iceman and pushed the mutant off his own trail. Iceman groaned in pain while he looked back at Nightwing. The hypontized hero grabbed his escrima sticks and stood up. Iceman was unable to react in time before he took two blunt weapons to the face. Ice particles were seen scattering on the floor while he held his head. "Um... Ow." was all Bobby said in response.

Shaking his head, Iceman looked upward, seeing the Human Torch hover over him, trying to throw a fireball at Black Panther who keeps hopping out of the way. Johnny looked at his friend before descending, "You having trouble, bro?" he asked.

Iceman shrugged, "I had it covered." he said, seeing that Black Panther was now standing next to Nightwing, "But I think we should teach these two a lesson."

"Hell yeah." Johnny responded, before taking off once again, now focusing on Nightwing. Black Panther lunged forward after Iceman, the mutant hopped out of the way, extending both hooves in front of him, shooting a small beam of ice in the panther's way, sending him flying before he could reach Iceman.

Black Panther landed on his back, cringing in pain as he heard a crack on his hoof. The panther nontheless got back up, revealing his car-like claws on both hooves. He slashed Iceman, but the X-Man managed to erect a small ice barrier in front of him, taking the strike. He reared a hoof back and punched Black Panther in the face, his armor tanking the hardened blow. "Seriously, cool down Panther! Oh God, I'm sorry for that pun." groaned Bobby quietly. "But not really." he admitted with a light chuckle, shaking his head seeing T'Challa's lack of reaction.

"Usually you would groan or say something serious, but sound witty in response. Those dudes got to your head." Iceman sighed.

In response, Black Panther wrapped a hoof arund Iceman's own, and yanked him forward, slicing his face. More ice particles were seen coming off Bobby's face. The mutant scowled, giving Panther a left hook before kicking him with his hindlegs. "Just stay down, T'Challa!" ordered Iceman loudly.

The panther grunted, deciding that he had enough. Black Panther jumped up, his claws sharpened and ready to strike. Iceman hopped out of the way, shooting T'Challa with yet another beam of ice. He created an ice trail to speed himself up before jumping and punching the panther again, this time his attack impacted the armor, laying a good hit on him. T'Challa held his barrel with a hoof, his glowing red eyes started to dim back to the normal mask color.

Gasping for air, T'Challa called out, "Iceman?"

Iceman nodded, "Look who decided to wake up. Nice to see ya, T'Challa. Normally I would say something else, but we're kinda in the middle of a battle."

Black Panther looked up, seeing the Human Torch, "I see."

Meanwhile with Johnny, he lowered himself to face Nightwing, "So, you're the Batman's friend? Shouldn't you be a bat as well? Like as Batman and Batboy or something?" he joked, throwing a fireball in Nightwing's direction, the stallion backflipped away, throwing one of his escrima sticks at the wall so it bounced and hit Johnny in the back, knocking him to the floor face first.

The Human Torch slammed a hoof on the floor, his anger rising. Without thinking he took to the skies again, diving and lunging himself at Nightwing in response. Luckily, he realized what kind of damage he could do to him and at the last second, curved his path upwards, a trail of fire following his every action. 'I gotta be more careful. Last thing I need is to get on Batman's bad side.' he thought. 'He has one heck of a glare that's for sure.'

Nightwing combined his escrima sticks and turned them into a pole, with electric sparks flying out of it. He stood up, holding it behind his back while spinning it. "Show off." muttered Johnny, doing three backflips in the air before diving down in front of the former sidekick.

Johnny dulled his flames, using his momentum to kick Nightwing in the gut. The ex-Robin tumbled as he felt the force of the attack. The Human Torch slowly walked up to him, seeing him slur something. "What did you say?" asked Johnny.

A smirk was seen on Nightwing's face, "I said... You know how to do some tricks." he quietly complimented.

"Aha, I knew I was awesome!" Johnny shouted, helping the former Boy Wonder up off the ground. "I don't think I need to explain what's hapening to you. Ponyland, bad guys, the whole thing."

Nightwing nodded, "I got it. Where should we go?" he asked.

"Wherever we're needed." Johnny responded.

Ant-Man and Yellowjacket were in a freefall, having just jumped off a building while still shrunken. Scott grabbed onto one of Cross's pincers while he activated his thrusters. "Will you get off!?" Yellowjacket asked in disgust.

Under his helmet, Lang laughed, "Sorry, Cross. I'm as annoying as a bug." he quipped, his hooves wrapped around the robot's armored stingers.

Yellowjacket tried to fly in different directions to shake off Ant-Man, but he refused to budge. Scott swore he could see his allies, who were obviously larger than he was at the moment. Ant-Man managed to rear a hoof back to punch the armor slightly. Cross growled, moving the pincers Scott was holding on to. Lang gritted his teeth, releasing his grip on them purposely. While he was in middair, he pressed a button, turning back to normal size again.

He slammed a hoof onto the now tiny Yellowjacket, but before he could be swatted, Cross grew back as well, the two of them now in a struggle. "Die already! You're nothing special!" Darren shouted.

Ant-Man snapped, "Says the jealous businessman! You're using this tech for the wrong reasons!"

"As if I should listen to the petty crook Pym took in!" Yellowjacket hissed back, raising a stinger. As it lowered, Ant-Man shrunk himself, flipping Yellowjacket over with a flick of his hoof in his shrunken, but still strong state. "You could never understand the full potential of these particles! Something you and Pym never understood!"

Ant-Man grew back, "Yeah. I'm totally offended that a psychotic terrorist called me a petty crook, which I'm not anymore." he said sarcastically. Yellowjacket responded to his snarky comment by shooting some lasers out of the arms attached to his armor's back. "Nope." said Ant-Man shrinking down once again, somersaulting over the lasers, his hooves planted on the ground before leaping. He ran on the small pebbles made from the force of the yellow laser blasts.

With a hop, Ant-Man moved his hoof backwards, punching Yellowjacket, who brought himself down to Scott's size. "You have no reason to wear this suit, Lang!" Cross yelled, "Pym made a mistake training you! And you made a mistake allowing me to live!"

Scott groaned, taking a swipe from Yellowjacket, "I should've just left you in the Microverse like I planned." he muttered, holing Darren's armored helmet and kneeing it, making a crack in the visor. "Yeah, that's what I should have done." he blocked Yellowjacket's pincers, rolling away before they can impale him.

"As a wise man or whatever it was once said, you're too slow!" taunted Scott, kicking Yellowjacket, then he was stunned by Cross swiping his hooves and punching him in the chest. "Yeah... I deserve that..." he gasped, holding his gut. But after getting his breath, Ant-Man found the resolve to continue the battle.

Star-Lord somersaulted out of the way of Yondu's strange floating arrow. "Do you have a wi-fi connection to that thing, Yondu?" asked Quill, pointing his Elemental Gun at his father figure. Yondu chuckled at his comment.

"Nah, I thought I explained it to ya, boy." Yondu responded, whistling to move the arrow again. "You should just give up, I wouldn't have to hurt you or your friends here." he admitted.

"Well, you shouldn't have allied with the enemy!" Gamora shouted, slicing one of the alien goons. A wound was seen on him, and it began to bleed a little bit. "This mistake was on you!" she declared, raising her blade once again.

"I. Am. Groot!" Groot yelled, extending his branch hands to grab a bunch of thugs at once. He moved his arm around, slamming each of them on the ground, then the walls and he repeated this action for a few minutes. Drax raised a brow at this action, feeling like he has seen his tree ally do this before.

"I am getting the sense of deja vu. Whatever that means." Drax said, jumping into the air, swiping his blades horizontally. They connected to two more thugs standing across from each other. They collapsed almost immediately after Drax stomped on them. The goons were still breathing, relieving Quill.

Rocket hopped up on Groot's shoulder, he looked down seeing his weapon on the floor, "Hey! Someone pick that up!" he commanded. Star-Lord nodded and rolled away, grabbing the gun from underneath, tossing it to the furry creature. Rocket held it in his hands, a smirk was seen forming on his face.

"Oh... Yeah!"

Shouting, Groot began to turtn around, Rocket pulling the trigger on his weapon, shooting a bunch of lasers at the opposition, "Yeeaaahhh!" shouted Rocket, moving his arm left and right to aim properly.

"I am Grooooooot!" yelled Groot.

Star-Lord tackled Gamora, the two of them dodging out of Rocket's barrage. "Watch where you aim that thing, Rocket! Some of us like our heads on our bodies!" Quill commented loudly. Gamora shoved him away in response.

"I didn't need your help, Quill." she grunted.

Star-Lord rolled his eyes, "That's a weird alien way to say thanks." he muttered, dusting his red jacket off.

"That is impossible. We all speak the same language. Somehow." Drax chimed in, ducking to avoid Rocket's laser fest. "Except for Groot of course."

"Nah. I'm sure he and Batman can communicate." quipped Star-Lord, shooting some more Ravagers down. Smoke appeared out of his blaster, and he placed it back on his strap.

"Will you two stop and take this seriously?" Gamora wondered, slicing more goons without directly killing them.

"I can't. They're Ravagers." Star-Lord chuckled. "These guys get in our way all the time and we still stop them. Now we have three universes full of heroes to back us up as our entourage." he bragged, facing Yondu once again.

Blurs of yellow, red and silver zoomed around Canterlot. Trailing them in the skies were Celestia and Luna, accompanied by Deadpool. "Must we bring him, sister?" Luna groaned.

"If Peter and Batman said he could be useful, I see no reason to doubt them right now." Celestia explained.

Deadpool hopped from roof to roof, "Woo! I knew I can be useful!" he cheered, never stopping himself.

For the speedsters, time seemed to move slower, but the Flash managed to shove his reverse into Quicksilver, who jumped and kicked Thawne in the back. The Reverse-Flash flew into a wall, but he picked himself up. They could see his distorted form, as Celestia and Luna landed while Deadpool hopped next to the superheroes. "Be careful. Thawne can use his speed for many things." Barry warned.

Celestia nodded, using a spell to hold down Reverse Flash, but he suddenly vanished. "What the--?" she asked in confusion, something hit her in the side, causing her to twitch in pain, holding the now bruised area. "How?" she asked.

The Reverse-Flash chuckled, his echoing voice creeping out the group. "Speed mirage." was all he said, then he zoomed off again, grabbinf the injured princess and dragging her by the wing. The Flash and Luna scowled, following him as fast as he could. Quicksilver placed a hoof on Deadpool's neck, grabbing him as he ran.

"Stop this now, Thawne!" Barry commanded. The Reverse-Flash stopped, facing his nemesis and letting go of Celestia, her sister running up to her for aid. "Our battle doesn't concern them."

"You're right. You and I have been at this a long time, Barry. They may not be who I'm after, but I'll make sure you fail, like you did for your mother." Reverse-Flash taunted. At that moment, Barry sped ahead, grabbing Eobard by the throat and slamming his head on the ground. "Do it, Barry. You know you won't." he said as Barry began to vibrate his free hoof.

The Flash huffed, stopping his other hoof, but he still kicked Thawne in the ribs, injuring him. Quicksilver zipped next to him, "Do you want Deadpool to do it?" he quipped. Suddenly, the sound of a gunshot got their attention as well as a scream from Thawne's mouth, his voice echoing across the town. The speedsters turned their heads and saw Deadpool holding a gun, smoke appearing out of it.

And a bullet wound on one of Reverse-Flash's hooves. "What?" asked Wade innocently. Before anyone could react, however, a red blur tackled him.

"Did you think a mere bullet wound would stop me?" Thawne asked, vibrating a hoof, but not the rest of his body. "I can kill you right now! In fact I will." he declared, his hoof getting closer to Deadpool's chest.

"It ain't gonna work, Yellow Flash!" Deadpool laughed. "I've been stabbed, blown up, shot, drowned, ripped in half, but..." his hindlegs reared upward, kicking Thawne off him, "I keep on kicking!"

"That pun was terrible."

"Shut up! It was comedic genius!"

Luna turned away from Celestia for a second, holding down Reverse-Flash, who was unable to move anything, "You think you've won, Flash, but you know I'll be back." he said, "No matter what, I'll be waiting to break you again."

Quicksilver shook his head, "Does this guy ever stop monolouging?" he wondered, punching Thawne. Reverse-Flash grunted, moving his body so that he was distorted again.

"What kind of creature is he?" Celestia asked.

"A speedster, but no different from me in all but dignity." Flash growled, running to Thawne, he jumped and flipped over Eobard right as Quicksilver hopped up a wall to elbow drop Reverse-Flash, the evil speedster taking a blow to the back. Eobard hissed, feeling and hesring his back crack slightly. Luckily for him his healing factor kicked in, allowing him to pin Maximoff to the wall. "That's enough, Thawne." Barry ordered the yellow speedster.

"It's not enough, Barry." Thawne replied with a sinister smirk.

"No, he's right." Celestia added, her and Luna combining their magic to hold down Reverse-Flash and levitating Quicksilver away, the silver-haired speedster gave them a quick salute as he was gently placed on the ground. "But maybe that will." she quipped.

"Can I shoot him again?" Deadpool asked, holding up his gun.

"We're not killing anypony, Deadpool. Stand down." Luna ordered.

"Aw." groaned Wade.

"Reverse-Flash," Celestia began, "You have done enough damage here. Who is behind this?"

Reverse-Flash laughed, "It doesn't matter now. The Legion of Doom is coming for you all. Hell, I wanted nothing to do with them at first." his red eyes began to glare at Barry, who scowled in response, "But to turn down a chance to screw you over again, Barry? It'd be like old times, so I decided to come here."

"You're sick, Thawne." Barry grumbled.

The Reverse-Flash didn't move in his force-field prison, "It's as history said, Barry. I'm your enemy and you can't change that ever." he chuckled again, "I'm gonna torment you... Destroy you... I may not kill you, but I'll prove to you and any other speedsters, such as you Quicksilver, that I am not to be taken lightly."

"Me? What did I do?" Quicksilver blurted out, zipping behind Reverse-Flash, startling him. Barry managed a thin smile at what Maximoff just did to his nemesis. "I mean, I get that I'm awesome." he gestured to himself, "But someone like you?" he tapped the bubble, "You're not worth my time I feel."

"Not worth your time!? I'm the fastest speedster!" Thawne declared.

"Enough!" Luna shouted. "We've had enough of your trifling. You will tell us, why are you here?!" she demanded to know. She only got angrier upon hearing the Reverse-Flash's laugh.

"A distraction."

Celestia narrowed her gaze, "A distraction for what?"

"A double whammy." was all Thawne said before the forcefield was removed. Deadpool shot Thawne's other hindleg, causing him to scream in pain. "Damn it!"

"Wade!" Luna yelled.

Deadpool shrugged, "Did I do that?"

Barry shook his head in disbelief and he and Quicksilver ran to Eobard, punching him unconscious. The Reverse-Flash fell to the floor, "Now, what does he mean by a double whammy? Ugh, it's as vague as the whole Harrison Wells schtick he pulled." he held his head.

"Two things are about to happen?" Quicksilver suggested.

"That's what I assumed, but what?" Celestia wondered.

Spider-Mane flipkicked another thug, throwing him in Black Cat's direction, and she dug her hooves into his torso, knocking him down for the moment. "Not bad, Felicia. Now how about you handle these guys, while Bats and I get to talk the big bad Scarecrow himself?" he offered his partner.

"Yeah, I think he has this coming." she replied.

Batman walked forward, nearing Scarecrow. Spider-Mane was right by the Dark Knight's side, leaving Miguel, Spike and Felicia to handle any remaining thugs sent by the villain. Peter webbed up the unresisting villain, leaving Batman to interrogate him. "Why are you here, Scarecrow?" he asked, rearing his fist back.

"I'm not here for you this time, Batman." replied Scarecrow calmly. Peter was disturbed by the tone of his voice, as though he had something planned.

'Why is my Spider-Sense going off?' thought Spider-Mane. He rubbed his neck, feeling a stinging sensation. He looked at his hoof, seeing small droplets of red and yellow on his costume. 'Oh no...' thought Peter, his complexing turning pale as he realized something.

Spider-Mane 2099 lowered himself for a moment, seeing a broken syringe on the floor. "What the--?" he blurted out, seeing the needle. His mind raced, seeing Peter look at his hoof, "Oh shock. Batman!" called out Miguel.

"What?" asked the Dark Knight.

Miguel held up the syringe, "Something tells me Scarecrow doused Parker with another batch of Fear Toxin." to confirm his theory, Batman used his Detective Vision, seeing the chemical enter Spider-Mane's body,

Without hesitation, Batman held down Spider-Mane. "What the hell, Batman?!"

"Don't talk. Scarecrow injected more Fear Toxin into your system." he held up a batarang.

"Wait what?!" shouted Peter, "Get away from me! I don't wanna hurt you or anyone else!" he commanded. Then, he flipped Batman over, forcing the vigilante to hold his head. "Get... Off!" he shouted, "I'll make sure you all pay for what's happened!" his eyes somehow glowed yellow again.

"What's wrong with the Spider?" Black Cat asked quietly, seeing Spidey's angered glare.

"Not again." gulped Spike.

Spider-Mane 2099 slammed his hoof on Scarecrow's jaw, "Why the shock are you doing this!? Is this some kind of sick game you're playing, you lawn ornament!?" he slammed Scarecrow on the ground, covering him in webbing. Miguel then held up Crane's head, ready for an answer to be blurted out.

"I was told of the Spider's weak mind. It seems he really is fragile. It is perfect. A hero succumbing to his fears." Scarecrow chuckled darkly. "This world will see true terror through their own hero's rage--" he was cut off by O'Hara punching him in the back of the head, knocking him unconscious.

"That'll shut you up, you annoying bithead." Miguel retorted.

Batman stared down Spider-Mane, "I'm sorry it's come to this, Peter. But like you said, you can't hurt anyone anymore." he turned to the others. "Go. I'll handle Spider-Mane. The Fear Toxin will drive him insane. Find the Guardians, anybody! Just get out of here!" he commanded them all.

"You sure you can handle Peter like that on your own? I've witnessed first hand how he is when pissed off. He gave Octavius arachnophobia for quite a while." Black Cat said.

"You oughta listen to Batman, Cat. It's better off a one-on-one battle if he can take of it." Spike replied.

Miguel sighed, "Just make sure things go better this time." after saying that, the three ran off to assist the others.

"No promises." Batman admitted, crouching down. Spider-Mane yelled, ready to fight Batman, who he believes to be the enemy once again.

Divide and Conquer, Part V

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Marvel Earth, Avengers Tower...

Clint and Natasha overlooked the large monitor, accounting for the heroes left to fight. Barton slammed his fist on the keyboard, "Damn it, why did we have to take charge? How does Stark and Steve handle this?" he wondered.

"We have to do this, Clint." Natasha reminder him, "With so many other allies under Loki's control or in Equestria, someone needs to keep the world in check. Unfortunately, that leaves us two and Doctor Strange for now."

Hawkeye sighed, "I know, it's just frustrating."

Natasha smirked, "Well, luckily we were trained for events like this. We should get in contact with Fury soon." she told him. Clint nodded and was ready to contact the director on the computer, but an explosion got their attention.

Grabbing his bow, Hawkeye readied himself for battle. He and Black Widow slowly walked to the source of the explosion. "Stay quiet." Clint said. He pulled the string of his bow, an arrow already placed on it and his fingers gently wrapped around them.

Leaning on the wall, Romanoff peaked at the corner, she groaned silently at what she saw. Standing near the hole in the wall was Iron Man, Captain America, Hulk and Thor, their eyes glowing blood red, and scowls seen on their faces. "Oh crap..." she muttered, sneaking away. She got Clint's attention, Hawkeye turned his head for a moment.

"It's the rest of the Avengers." she revealed.

Clint put down his bow, "Really? Now of all times?" he mumbled. Then, he moved his head back right in time to dodge a repulsor blast shot by Iron Man. "No quip, Stark?" Barton joked. The other three Avengers were behind Stark, each of them seemingly unrelenting.

"They won't hold back." Natasha commented, "This... May be it for avoiding Loki."

"That's the end for us." Clint gulped. Seeing Hulk raise his fists in the air, Iron Man and Cap hit them, stunning them as Hulk smashed, then everything went black for them.

Ponyville, Equestria...

Back at the Golden Oaks Library, Cutie Mark Crusaders groaned with Mayday wondering why they were so annoyed, Scootaloo slammed her head on the table, "Why couldn't we go with the others?" the pegasus asked, her face still planted on the table. "I'm so bored!"

"Because we wouldn't be able to do much?" Applebloom suggested.

Sweetie Belle rolled her eyes, "Thanks for the support, Applebloom." she said sarcastically.

"Ya know it's true though. They'd just be worryin' about us instead of fightin'." replied the earth pony. "We're better off here where it's safe, I say."

"Yep!" Mayday chimed in, "At least until we're old enough to fight!" she declared. "I wanna save people like my Mommy and Daddy too, you know."

The three looked at Mayday, smilling at her adorable comment, "I'm sure you do, Mayday. Did you know Scootaloo tried to absorb your dad's powers when we found out he was Spider-Mane?" Sweetie Belle teased, the orange pegasus's face turned red in response. Mayday giggled upon hearing that.

"I thought that's how it worked! I wanted spider powers through osmosis!" Scootaloo reminded her, embarassed by the recollection of the memory from their youth.

"How did you even know what osmosis was?" Applebloom commented.

"Well, when you hang out with a living dictionary..." Scootaloo muttered, her eyes gazing at Sweetie Belle, who gasped.

The unicorn poked the pegasus, "I'm not a dictionary!" she remarked.

"Yeah you are!" Scootaloo responded.

"Girls, simmer down. I don't Mayday even has a clue to what we're talkin' about." Applebloom eased her friends, the two sitting down in their spots, "So, you wanna be a hero too, May?"

The youngest of the group nodded, "Maybe I have spider powers too! I'll use them to fight evil!"

The CMC chuckled at that, "Maybe you do, May. I'm sure you'll be a great hero!" said Sweetie Belle, ruffling the child's mane.

Meanwhile the door opened, and Zecora stepped into the living room, where Twilight, Trixie and Sunset awaited her arrival. The zebra had decided to stop over to check on the three to see if they're fully head, with Twilight knowing she was gonna stop by yesterday. "I see you three are up and about. But why is the house devoid of any loud sound?" she wondered.

Trixie raised a hoof, "Parker and his friends had to go help Luna at Canterlot to stop some attack." she explained. "Knowing them, things may be hectic over there."

"When is it not with Peter?" Sunset joked.

Twilight smiled, "He has a whole group of allies, he should be back soon." she added, taking Trixie's words to heart. "So, what do you think, Zecora? Are we better yet?"

Zecora sighed, "It is almost time I can predict. Perhaps the way to use it again is a catalyst."

Sunset raised a brow, "A catalyst? You mean like medicine or something?" she questioned.

"Maybe that. I am talking about something to get your minds back on track." replied the zebra.

Twilight put a hoof to her chin, "Strange. I just tried earlier, I almost got a spell out, but nothing happened." the alicorn looked at Zecora. "Do you mean being in a stressful situation could give us our magic sonner than expected?" with a nod to answer her question, Twilight looked at the others, "I wish we were in Canterlot if that were the case."

Trixie snickered, "I want nothing to do with what's happening over there this time. Trixie has had enought battles for a lifetime." she admitted to the lavender alicorn.

"We're not gonna get much done just sitting here. We need to do something at least. Training perhaps?" Sunset suggested.

"That would be helpful." Twilight said, "What do you think, Zecora?" she asked.

"It would be handy. But I cannot think of something to do quickly." the alchemist admitted.

Then, a strange noise was heard, getting the attention of the four. "That's... Not good." Sunset said, raising a hoof. "We should probably see what that was."

Groaning, Trixie said, "Just when I was getting comfortable." she got up from her spot, getting back to the floor. "Let's see what's wrong this time. Trixie is getting tired of this. I miss the days where our biggest threat was wondering where Ursa was going to the bathroom."

"GIRLS!" Twilight called out, "Keep an eye on Mayday! We'll be right back! Don't come out!"

"Let us go see. Perhaps this will be what you all seeked." Zecora said, holding her staff to point it at the door.

"W-What are you all?" Derpy asked, holding onto Dinky to make sure she was safe. She looked at the strange costumed figure, a smirk was seen on the blue stallion's face. His wings were unfurled while he held up his staff. "Why are you here?" she asked nervously, whispering for Dinky to stay calm.

"I am the Trickster God." he declared, "You may call me Loki." he revealed. Behind him was a small army of strange alien looking creatures, ready to attack. Some of them wore armor and wielded guns in their hands. "This world... It seems so primitive." he admitted.

Deathstroke sighed, "Yeah. It is. Now, why did you bring this Chitauri army? How did you even get them?"

"An old ally of mine, the very same person who gave me this staff. I'm not sure he even knows I have his army." Loki explained. "Now, my army... Ravage this world! Let this town be an example and the first of our new world order!"

"Spider-Mane and his friends will stop you!" Derpy shouted.

"Will he, sweetheart?" Deathstroke taunted. At that moment, the First Spider swung by, perching himself on a roof. "Oh look, the so-called First Spider." he pretended to be scared.

"See? Mommy told you somepony would save us!" Dinky yelled.

The First Spider shot a string of webbing, landing next to Loki in silence. "Not quite. This Spider is under my control the others are busy elswhere." revealed the Trickster God to the pegasus and young unicorn. "Now, First Spider, go and destroy anything like you were created to!"

Mindlessly, the clone nodded, shooting a strand of webbing, breaking apart a wall by removing a brick. The armed Chitauri began to shoot, destroying buildings one by one. Nearby Octavia and Vinyl Scratch ducked for cover underneath a laser.

"None of the heroes can stop you. Not Spider-Mane, or the heroes, and the Elements of Harmony are separated and injured. They cannot hope to save you all this time!" Loki announced. "What hope do you all have?"

"Exactly." Slade agreed, pulling out his sword, "I better be getting paid double for this." he mumbled and swiped down, readying his skills to fight for the third time since arriving.

But something held his hoof up. He looked to see a familiar white unicorn using her magic, "Well, it seems we have a few visitors." she taunted, looking at Pinkie Pie and Fluttershy.

"Ooh! Bad guys! We still get to do something!" Pinkie cheered.

"Do we have to?" Fluttershy mumbled.

As Loki was about to comment, a white tendril revealed itself, lashing out at a few aliens, who roared in pain. Anti-Venom stepped forward, his symbiote covering his body. "You should've stayed behind in hiding, this action will be your undoing." he announced.

"Another Spider? The anti-symbiote?" Loki asked. "It will not help you all. It's my army against the few of you."

"Is it?" Anti-Venom quipped. Deathstroke stepped forward, "I take it you're with him?"

"A member of the Legion of Doom." Slade revealed. "It's better that I'm the only one here." he admitted. "Now, are there any other magical horses that I'm missing?"

"Us!"

The enemies looked to the side, seeing Twilight, Sunset and Trixie standing next to Zecora, who held up her own wooden staff, a determined look on her face. Loki laughed, "You're the ponies who cannot use their magic. What chance do you have?"

"Um... Who in Equestria are you?" Trixie asked, "And who designed your costume? Rarity?" she quipped, hearing the fashionista huff at her comment.

Loki raised his hooves, "I am Loki. This world's new ruler, allied with Lex Luthor." he said. Zecora hopped up as he spoke, kicking down two aliens at once, her staff thrown in the air. She landed, catching her weapon with precise ease.

"Do not take us lightly. We will face all enemies." Zecora said in a determined tone.

"First Spider. Take them down for us." Slade ordered. Kaine nodded, landing next to the assassin. "That's right, when your pal ran off, he ran into me, then this god did his magic mumbo jumbo." he revealed to the heroes.

"You monsters!" Eddie hissed, "I'll end you myself!"

"Do your best." Loki chuckled.

In a darkened room, a stallion hopped to the floor, hearing the explosion. He wondered what was happening, but the tingling sensation in the back of his neck warned him of danger. He looked out the window, seeing some of his friends fighting against a strangely dressed man conflict with them. And an army of creatures behind him.

The stallion looked his hoof, seeing that his senses were back and he could move again. The sound of three fillies got his attention, and he leaned on the door to listen.

"We should go!" said a scratchy voice, Scootaloo.

"No! Ya heard what Twilight said!" said someone with a southern accent, most likely Applebloom. "We have to stay!"

"Well too bad I'm going!" Scootaloo said, the sound of a door slamming, scaring him.

"Agh! Why is she like this?" a squeaky voice, Sweetie Belle said. "C'mon Mayday! We'll make sure you're safe while we find her!"

"Okay! But what about what mommy said?" a young voice, Mayday questioned.

"We can't leave Scootaloo there alone!" Applebloom said. Then the sound of the door opening and closing was heard again. Then, there was silence. This worried the lone stallion, the children running into a battlefield.

'Crap.' he thought. He looked around as fast as he could, finding a loose bag hanging on a knob he pulled out a familiar costume. A smirk was seen on his face. Putting it on, he leaped back on his bed, opening the window. 'Here we go. Let's see what I missed.'

"Hey! Big blue and ugly!" Scootaloo shouted. Loki raised a brow at the sudden insult, but he remained calm. The rest of the Crusaders and Mayday were behind her.

"Girls! I told you to stay behind!" Twilight scolded.

"Sweetie Belle! We're going to have a talk once we're done here!" Rarity yelled.

"Oh, so these are close loved ones, hm? And this filly, is this that daughter I've heard about?" Loki questioned. "I'll have fun with this. First Spider?" he called, before Anti-Venom and Zecora could react, two Chitauri shot at them, a small group of them getting in their way, preventing them from reaching the clone.

"End them by your hand." he ordered.

Deathstroke shook his head, "What?" he asked, considering that even he had limits on who to kill. He may hurt those he gets paid to kill, but he draws the line at innocent children.

The First Spider walked closer, rearing his hoof back. Twilight ran forward with Sunset and Trixie, but Loki used his staff to hold them down. "No... May! Girls!" she screamed, struggling to escape Loki's magic grasp. Sunset and Trixie groaned, unable to move from their spots. The fillies trembled right as Kaine moved forward.

"Uncle Kaine! Don't!" Mayday screamed.

Suddenly, right before Kaine could harm them, a ball of gossamer shot his torso, knocking him on his back. "No no, bro. We've been through this. You're not a mindless monster." called out a familiar voice. The ponies looked up and saw someone clinging to a wall. They all gasped at who they saw to help.

The stallion clad in a blue hoodie hopped down, kicking Loki in the face, releasing his grip on the magicless ponies. Twilight ran ahead to cover for the fillies, while Trixie and Sunset stood next to the pony in question, "It's good to see you again, Ben." greeted Sunset with a grin.

Scarlet Spider nodded, "It's great to be back. I'll figure out what's happening later. For now, leave my brother to me. The rest of you can handle this strange alien army." he ordered. First Spider glared at him while Ben frowned. "This isn't what I was expecting..." he sighed with a whisper.

Divide and Conquer, Part VI

View Online

Canterlot...

Ant-Man grabbed Yellowjacket by his leg thruster, spinning him around in the process. The armored genius got his bearings, flying after Scott, his hooves stretched in front of him. Ant-Man was shoved aside, Yellowjacket laughing while he did. "You think you're so tough, Lang. This time we have the upper hand!" he shouted, then Scott pushed his elbows on Cross's hooves, releasing him.

"We don't have hands, moron!" Scott remarked, landing on the floor, his form growing to cover his fall. "Do you see our bodies? We don't even have thumbs!" he joked, shrinking back down in time to grab his arch enemy.

"Stop your annoying jokes!" Darren growled, feeling Ant-Man land on top of his armor. Scott huffed, punching the armor, to no effect. "Did you really think that'd work?" the armored villain asked Scott. "This armor is nigh unbreakable!" he used his pincers to destroy a large pebble thrown in his direction.

Ant-Man groaned, "Will you just shut up and let me think?!" he let go as Yellowjacket grew back to normal size, him doing the same as well. "How about you pick on someone your own size?" he quipped, uppercutting Cross. Yellowjacket recoiled, raising one of his pincers, it beginning to glow. Ant-Man somersaulted out of the way as another laser shot the ground.

On instinct, he shrunk again, Scott began to run on the debris made from the powerful beam. Carefully and precisely, he jumped from pebble to pebble, his hoof extended as he leaped. He punched Cross's visor, cracking it again. Ant-Man then grew back, flipping over the armored pony's back, landing on the ground, a smirk seen on his face. "How about them apples, huh?"

Yellowjacket hovered, turning around to face Lang. "How about you just die?" he offered, tackling Scott, grabbing him before ascending again. In response, Scott struggled in his grasp, managing to press the button to activate the Pym Particles. He vanished in Yellowjacket's grasp, leaving Cross to wonder where he ended up at such a high altitude.

"No need to be rude about it." Ant-Man muttered in response to Cross's earlier comment. He had managed to land on a fly, using his helmet to call it to him in time before he could fall on the ground. "Hm. I should give you a name. As the first bug I've rode in Equestria, I'll name you Antony Two. A legacy for you to fulfill." he said, a determined look was seen on his face after naming his new companion.

Meanwhile, Yellowjacket looked around, his visor scanning for his enemy. "Where are you, Lang?" he muttered. His optics scanned something coming for him. He then shrunk down, aiming his stinger lasers right in the direction Scott was flying in. "Now... You poor excuse of a burglar, I'll end you for taking away what was rightfully mine." he growled, seeing Ant-Man.

A laser was seen coming in Scott's direction. Not wanting to lose another flying companion, he made sure Antony 2 flew away from the giant laser beam. "I'm not losing another Antony!" he declared, "You're going to pay, Yellowjacket!" he announced in a faux heroic tone to his enemy.

Antony flew closer to Yellowjacket. Once he was in reach, Ant-Man hopped off his bug ally, rearing his hoof back so he could land a punch in Yellowjacket's face. He grew back to normal size, cupping Cross in his hooves. Without a second thought, he tossed him downward, wanting to end the battle.

But Cross had other ideas, and he managed to move himself right before impact. Scott continued to fall, his slbow ready pin down Yellowjacket, "Not this time, Scott!" yelled Yellowjacket, shooting another laser from his armor's stingers. The beam hit Lang in the chest, burning through his costume slightly. But Ant-Man pushed the pain aaide, he just wanted this to be over.

"Yes this time, Scott!" Lang corrected in a cheery tone, his teeth gritted in doing his best to ignore the pain that subsided on his torso. Yellowjacket shrunk down wanting to make sure he avoided Ant-Man's elbow drop safely. But Scott shrunk himself down as well, focusing so that Antony 2 and a bunch of other flying ants came to his rescue. "I got the upper hoof, Cross! See, no thumbs!" he joked, a smile was seen on his muzzle while he focused his attention to controlling the ants.

Yellowjacket growled, lowering himself to face Scott. "I hate you so much, Lang!" he announced, ready to kill Ant-Man for good. Scott stood atop Antony 2 and jumped, enlarging himself so that he could reach after his rival. "No!" shouted Cross.

"Yes!" shouted Scott back at him. He flipped in middair, kicking down Yellowjacket, grabbing the shrunken pony, before he grew back to his normal size. He pinned him down before landing on the ground on top of him. "Let's disarm you!" joked Ant-Man, tearing apart the pincers on Yellowjacket's back. Tired of this, he decided to punch Yellowjacket in the back of the head, knocking him out.

"Finally. Man, that guy doesn't know when to shut up." mumbled Ant-Man. "Now back to square one. Where's the Guardians of the Galaxy right now again? I should buy a map."

Star-Lord uppercutted a goon, knocking him down. As the thug fell, however, a silver blur sped by shoving him to the ground for good measure, "Oh hey, silver haired guy." Quill greeted, seeing Quicksilver give him a salute. The Flash was following him, the yellow blur appearing behid the mutant.

"Reverse-Flash is taken care of, so I decided to stop by with a friend or three." Maximoff responded.

"I do not know who this Reverse of the Flash is, but I'll take anything to lower the number against us here." Drax commented.

"Hey! I never asked for their help!" Rocket groaned, never letting go of his gun or Groot's shoulder.

"I am Groot."

"Yeah, I know we an get this done quicker, I just wanted to show off!" hissed the furry alien to the talking tree quietly so that no one else heard him. "Let me have my moment!" he went back to pulling the trigger, shooting down as many Ravagers and thugs as possible.

"Hey, I'm the trigger happy guy here!" Deadpool yelled, leaping over three thugs, stabbing his sword through each one. Gamora rolled her eyes, slicing her own blade at the chest of some mooks, weakening them greatly.

"Great. Two Rockets. Just what the universe needed." Gamora grunted, ignoring Wade and his sudden outbursts. Deadpool appeared next to her, the Merc with a Mouth using a pistol to shoot some random mook in the head. "What did we say, Wade?" the green mare asked, slapping Wade in the back of the head.

"Nothing to me." Deadpool commented.

"Hey, blue guy!" said Nightwing, hopping over some of Scarecrow's thugs, making his way to the leader of the Ravagers. "Luthor paid you to do this right?" he asked. "I'm Nightwing by the way." he introduced himself to the heroes.

"What's it to ya, boy?" Yondu asked, raising a hoof to stop his gang.

Rocket raised a brow, "Yeah, why the hell do you care?"

Nightwing smirked, "Because I may know a guy who can pay you so much more if you stop this attack." he offered, extending a hoof. Yondu looked at him before facing the Guardians of the Galaxy.

"How do I know ya ain't lyin'?" Yondu questioned.

The Flash nudged Star-Lord to get his attention, "Hey, that kid is the son of a billionaire. Tell him it's an actual deal." he urged. Quill sighed, listening to the speedster.

"He's telling the truth, Yondu. Can you go now?" Star-Lord explained.

Yondu smiled, "Now how do I know yer not lyin', Peter? I raised ya after all, ya mnow my tricks and I know yours." he poked his own head to prove the point.

"Just listen to the wing of night." Drax said.

Smirking, Yondu grabbed Nightwing's hoof, "If yer bein' honest, then I'll agree to this offer. Ravagers, stop." he ordered, the conscious members all paused, facing their leader. "I say they had enough fer now." he placed his hooves in his pocket.

At that moment, Wolverine and Daredevil came by, Gamora prompting them to stop. "Why the hell aren't we stoppin' them?" Logan asked, "Why did they stop?"

"We came to a deal. Nightwing said he'd pay Yondu and his gang more than Luthor to stop." Gamora explained.

Wolverine chuckled at that explanation, Daredevil turning at him in confusion, "Why are you laughing?" the Man without Fear questioned the X-Man.

"A certain bat ain't gonna be too happy about this." Logan revealed.

"Oh crap, that guy was raised by Batman?" Star-Lord realized, "And he's rich?!"

"Where the hell's our pay?!" Rocket demanded to know.

Wolverine grunted, "As if yer gonna get paid."

"I heard that!"

"I am Groot."

Rocket shrugged, "So what if being a hero doesn't mean getting paid? I'm no hero!"

Daredevil smirked, "You are now." he said.

Human Torch and Iceman along with Black Panther went down another path, having separated with Nightwing, who went attend to stopping the Ravagers. "So, T'Challa. You remember anything?" asked Johnny, looking at the king of Wakanda.

"No. I remember defending Wakanda from some strange invader, but then I found myself here..." Black Panther explained. "I take it you two were not exposed to the dark magic I have felt?" he wondered, seeing the two elemental heroes shake their heads.

"Nope. We came here to make sure no one else came with the Legion. It sounds like their just bringing whoever they want here to distract us." Iceman said.

Human Torch nodded, "Sounds like yet another convoluted scheme. Last thing I need right now is for Doom to reveal himself as the true mastermind. Heh, he'd feel unaccomplished without Reed being here to stop him." he chuckled. "Looking back... I haven't seen Doom in years. Since after Peter left for good..."

"What do you mean?" Black Panther asked.

Johnny shrugged, "One day our team was fighting him, then he just sorta vanished. He came back at one point wearing a blue cloak for some reason, then he just up and left again, as if he didn't want to have his presence known. That's unlike him, that dude has an ego as big as Ego the Living Planet."

Bobby blinked, "That's a very stupid comparison."

"It's the best I got, alright?" Johnny groaned.

Black Panther scowled, "Up ahead..." he said, nearing the two ponies. Celestia and Luna looked at Black Panther, relieved to see Johnny and Bobby behind him, meaning that he is back on the side of good.

Johnny landed next to T'Challa. "What happened here?" he asked.

Luna sighed, "The Reverse-Flash grabbed my sister, her wing is slightly injured at the moment." she addressed Black Panther, "I take it thou are on our side."

"Indeed. From the looks of you two, you are royalty." T'Challa commented.

Celestia nodded, "Yes, we are. Why do you wonder?"

"Because I too am a ruler. A protector of a nation." he bent down, looking at the sun princess's sprained wing. "It seems you will heal. You do well in protecting your kingdom it appears." he smiled under his mask, "You allow yourselves to enter battle, it is a risk, but I'm glad to know I'm not alone as a royal hero."

Celestia and Luna softly grinned, "Thank you." said the moon princess. "Now, are you able to fill us in on what we missed?" asked Luna. Bobby opened his mouth to respond but was cut off.

"That always happens." Johnny grumbled.

The group saw Miguel, Spike and Black Cat run by, well O'Hara was flying while the others ran. "Whoa. The original Black Panther." whispered Spider-Mane 2099. 'So many shocking heroes from the Heroic Age... This is a lot to take in. How did our world fall so hard?'

"You speak as if you know me." Black Panther said.

Johnny smirked, "This guy's from the future. T'Challa, meet the Spider-Man of 2099. A close friend of the original. That dragon there is Spike, and... Black Cat? This is where you went?" he questioned, Felicia nodding. "Well, then. That explains a lot."

"I see." T'Challa said. "It is a pleasure to meet you. If you are allies of Spider-Man, then I can trust youmfor the time being."

"Uh, thanks. You're a king, right?" Spike asked, at T'Challa's nod, he continued, "Cool! It's like how Peter's a prince! Superhero royalty!" he cheered.

"Spider-Man is a prince? The kid has grown more than I thought." mumbled Black Panther, a proud smirk on his face.

"That's our bro, for ya." Johnny complimented, with Bobby nodding in agreement. "Grows up so fast..." he added.

"Where is he at, anyway? This is the world he resides in, correct?"

"Yeah, about that..." Black Cat began, a frown on her face. "He may have been injected with something called Fear Toxin. Spike said it was pretty bad last time."

Bobby scowled, "Yeah, it was. Peter put Ben in a coma under its influence. We gotta hurry!"

Luna raised a brow, "I thought Deadpool put Mr. Reilly in a coma like he said?"

Johnny exhaled, "He lied to protect Peter's reputation. If word got out that Peter put his clone brother in a coma, what would happen?" he questioned them. "This information has to stay between all of us, for his sake."

Celestia put a hoof on her chin, "He is right on that, Sister. Remember when Peter's true origins were revealed across our worlds? It took the kingdom months to accept him as one of our own."

Johnny slammed his hooves on the ground upon hearing that revelation, "Are you freaking kidding me?! After all Peter's been through, you mean to tell me he was feared because he's from another world!?"

"Gotta agree with Johnny on this one, that's pretty goddamn stupid of these people." Bobby nodded. "Just when I thought he could be accepted we hear this..."

"Do not fret about that. Peter has won the trust of our world back. We and his closest friends knew before Goblin used his magic. So, he had us for support." Luna assured.

Johnny crossed his hooves, "That's good to hear, at least. Now, we gotta get the others before Peter loses it again!"

Miguel nodded, "Yeah, no kidding. That bithead Batman decided to fight him on his own."

Batman raised a hoof, using his gauntlet to block a punch from Spider-Mane. He used his grapnel gun to catch Spidey while he was in middair, with a yank, he slammed Peter face first on the stone ground. Shaking the cobwebs out of his head, Spider-Mane got back to his hooves, pulling the claw from his body. "You're all the same... Wanting me and others dead... All I see are monsters." he declared.

"We're not monsters! We're your allies!" Batman yelled.

"Lies!" Spider-Mane reared his hoof back, forcing Batman to somersault out of the way in time, the spider's hoof breaking apart the ground upon contact. "I know what I see!" he added. Batman scowled, jumping so that he could try to kick Spidey. The wall-crawler used his Spider-Sense to dodge the attack, grabbing Batman by his extended hoof and he spun the Dark Knight around.

"I'm sorry, Peter. I didn't want to resort to this." Batman growled. He jumped up, throwing a smoke pellet on the ground. Spider-Mane coughed, the smoke covering the surrounding area. His Spider-Sense went off, but he wasn't fast enough to react as the vigilante pulled him by his back and threw him to a wall. Before Batman could do anything, Peter punched him.

Batman responded by punching Peter's face. He grunted as Peter kicked him. The Dark Knight pulled on Peter's costume, stabbing a batarang on the loose cloth, sticking Spider-Mane to the wall. In a fit of rage, Peter ripped the batarang out and threw it at Batman, who ducked before it could hit him. He spun around, catching his loose projectile before it could catch him off guard. "Did you really think that trick would work on me?" he asked.

"I know how to take you down. After last time, I ensured a measure to make sure we didn't have a repeat of last time you were injected with the toxin." Batman revealed, pulling out a different batarang, 'This one was enhanced by Rarity... Like the ones I used last time, but this time I'm ready to stop him before he can do anything he'll regret.'

Spider-Mane remained silent, instead shooting two strands of webbing in Batman's direction. Batman used the scallops on his gauntlets to break apart the gossamer before Peter could reach him. The spider slid on the ground slightly, confusing him. Batman took the moment to jump and kick him while he couldn't control his movements, successfully kicking him in the face. "Like I said. I prepared." the Dark Knight taunted, angering Spidey.

The spider hopped up again, his hindleg extended to kick Batman. The Dark Knight rolled away in time, grabbing his freeze grande from his belt. While Spider-Mane dealt the impact of his landing, he tossed the small device, it landing on Spidey. The wall-crawler slowed his movements as ice began to cover his entire being. He shuddered at the sudden cold surrounding him. "It won't kill you, but it will keep you down long enough for me to inject the cure." Batman explained.

Spider-Mane roared, breaking apart the ice covering him before Batman could reach him. The Dark Knight shielded himself from any loose ice fragments flying near him. But by doing this he allowed Peter an opportunity to attack. He felt something collide with his barrel, knocking the wind out of him. "So weak. I should have stopped holding back years ago." Peter declared.

Batman wheezed, feeling Spider-Mane step on him. The Dark Knight managed to move himself, causing Peter to stumble, in his trip, Batman gave Peter a left hook to his chest before finishing off with a kick that sent him through a wall. Spider-Mane held a small piece of debris near his body, picking himself back up. He shot two web balls at Batman, the Dark Knight using his gauntlets to tear them apart with ease.

"It's over, Peter. I'll free you." declared Batman.

Spider-Mane hissed, "There's nothing to free me from! I see through your ruse!" he shouted, running toward Batman. The Dark Knight attempted to counter, but Peter's Spider-Sense warned him to duck underneath his roundhouse kick and respond with an uppercut. Batman's head snapped upwards, blood dripping out of his mouth. "I'll repeat what you said. It's over."

Batman panted, wiping his muzzle. He used his grapnel gun to climb a small building. Swiftly, he flipped backwards off the edge, his cape extended so that he was in a glide. Spider-Mane jumped up to attack, but the Dark Knight was ready. He kicked down Peter, holding him down with an elbow while he grabbed his explosive gel shooter, he traced small bat symbol next to Peter.

The vigilante jumped back and detonated the combustible gel, stunning Peter as he staggered in his spot. 'Nonlethal round. Long enough to stun him.' as Batman walked forward, Spider-Mane screamed again, pinning Batman on the ground.

"It's not enough." taunted Spider-Mane.

Batman used his batclaw to grab a building wall. He slid away from Peter's grasp, causing him to groan in annoyance. Spider-Mane shot two lines of web on Batman's hindlegs, forcing him to stop. The Dark Knight sighed, "I'm getting tired of this." he uppercutted, but Peter flipped away in time, pulling the webbing in his direction, tossing Batman away from his desired spot.

The wall-crawler saw Batman get back up, prompting him to leap forward again. Batman leaned backwards, performing a backflip-kick to Peter's leg, causing him to tumble in middair. The stallion got his bearings and planted a hoof on the ground to absorb the impact of his fall. He flipped to the nearest wall, jumping off to divebomb Batman.

The Dark Knight planted a small gel on Peter's torso and created a small spark, burning Spider-Mane slightly, a small hole seen on his costume. Batman swiped a hoof downward to Peter's head, before moving it back up to hit Peter's face again, then slamming his head on the floor. "Had enough?" he asked.

Spider-Mane answered by moving his legs to trip Batman, then the web-slinger held him up, his hoof curling. Batman sighed, using his gauntlet's scallops to scratch Peter, blood marks seen on the rips of his costume now. Batman was released and he panted, seeing Spider-Mane was wearing down.

Before Batman could move to continue, Spider-Mane shot more webbing in his direction, trapping him on a small bond. His entire body was covered in gossamer. 'Can't move my limbs... I need a few moments, but I don't think Peter will give me that at this point.' he thought, seeing Spider-Mane walk closer to him. The vigilante stuggled in his trap, trying to break free to no avail.

"Finally. I can end this!" Spider-Mane yelled, but as he moved his hoof back, a blue blur tackled him. Batman managed to turn his head, seeing Miguel hold Peter down. "No! I was so close!" whined Peter.

"Parker! This isn't you! It's Scarecrow!" Spider-Mane 2099 shouted. "Now, Luna!" he released Peter, the stallion now trapped in a bubble of sorts hovering over the ground.

"So, this'll hold him down?" Felicia asked.

"Yes it will." Luna said.

"Oh man, I've never seen Peter so angry before... What's in that stuff?" Spike asked.

"I do not know." said Celestia. "But while we wait for the others to arrive, how about you save our friend, Batman?" she suggested. Spike used his fire breath to burn the thick webbing off the Dark Knight, who slowly trotted over to Peter.

Luna released the bubble, Peter's Spider-Sense began to tingle, but instead of it being Batman like he anticipated, it was Black Cat holding him down along with Spike using his fire to surprise. "Get this shocking over with, Bats." Miguel groaned.

"Please." Luna added.

Batman poked Peter with his special batarang, placing it on the wall-crawler's shoulders. Spider-Mane then collapsed, surprising everypony, Batman included. "Hm." he hummed, "He should be fighting off the effects harder than I thought at first."

"Hold on," said Miguel, raising a hoof, a yellow hologram appeared suddenly, "Lyla." he said.

"I forgot you even had that." Spike muttered.

"Yes, Miguel?" Lyla wondered.

"Check Parker's blood. See if the Fear Toxin is in his system still." Spider-Mane 2099 ordered. After a moment, Lyla finally answered.

"Yes. It's still in his blood, but he's in a subconscious state, and appears to be fighting off its effects as Batman suggested." Lyla answered, fading away.

"Thanks."

Luna looked at the stallion, "So, only he can face his demons?" a worried gaze was seen on her face, 'Please, Peter. You can do this, I believe that you can face this darkness as you've done before. As you've taught me to.'

"I've suffered the effects of the toxin before. He will face his worst nightmare, but he has a strong will. He will win." Batman said.

"Let's see you bet on it." muttered Felicia.

Peter fell down a black abyss. He turned over, his body landing perfectly on his feet. He looked at himself, seeing fingers on his hands again and feeling taller. "I'm human again?" he asked himself, "W-Where am I at now?"

Then a flash of white enveloped his being, an elder man looking at him with a smile. "U-Uncle Ben?" Peter asked, ready to cheer, "Y-You're okay?"

Then, the old man's face faltered, his eyes rolling to the back of his head. Peter shuddered, looking at his hands, covered in blood. 'You did this, you know...' said an eerie voice.

The young man turned around, he looked to see he was in his Spider-Man costume. He ran when he saw Gwen lying on the floor. He cradled her as he attempted to wake her up, but she didn't. 'You always hurt the ones you love...' the distorted voice said.

Peter turned around, a familiar face staring at him again, "Because of you, I'm in a coma. Your own clone you call a brother. Kaine is mad at you because of your inaction as well, tearing your precious Spider family apart." said Ben Reilly, also a human, his voice distorting slightly, making Spider-Man shudder.

"Because of you Eddie and Miguel are stranded here when they don't want to be." Ben said. "It's your responsibility, but you failed Kaine and I. What if I never wake up?"

"You will!" Peter yelled, a lone tear escaping his eye.

"What will happen to Twilight and Mayday? Will they share the same fate as your uncle, Gwen, or me?" Ben questioned, the inquiries piercing Peter's soul. The young man knelt down in agony, a black tendril grabbing his throat.

"Let me take control. I will make sure you never suffer again." Ben smirked. Another tendril appearing on his back and poking Spider-Man, "Let the nightmare finally end."

"Hahahahaha!"

Ben scowled, "No..." the tendrils released Peter, the image of the clone fading away. "Not now... Pheh. We will see each other soon, Spider-Man." he disappeared, leaving Spider-Man to wonder what it was that just happened. "And I will convince you..."

Then, he got his answer, Scarecrow appeared before him, the man now in a strange distorted version of Canterlot, covered in yellow smoke. Scarecrow towered over him, now appearing a giant. "Your mind is fragile, Spider-Man, i will enjoy breaking you for good!" his eyes began to glow as a beam, him looking around.

"Now where are you!?"

Spider-Man panted, "Oh man... What do I do?" he whispered, crouching behind a wall to avoid Scarecrow's gaze. He clenched his fist, peeking up to see Scarecrow not looking at him. "I'm not being used as a puppet. Never... I'll make it up to you, Ben." he declared.

The wall-crawler started to sprint, doing his best to avoid getting Scarecrow's attention. Spider-Man jumped over a small chasm, then swung to reach a roof that will allow him to continue. "Now to find a way to stop him." he muttered, turning his head as fast as he could. What got his attention was a giant spotlight.

With a shrug, Spider-Man continued to run, "Guess I'm bringing back the Spider-Signal." he jumped again, shimmying along a narrow path near a wall, escaping Scarecrow's gaze.

"I'll find you, litte spider!" announced the giant.

Spider-Man groaned, "Sure. You're doing such a good job of that." he climbed up a small wall, ducking in time to avoid Scarecrow's beaming gaze. "That was close." he sighed in relief. He continued to run, but something stopped him.

Scarecrow planted the syringes on his fingers to the ground, "You won't get past these, Spider-Man." he said. Suddenly, skeletons popped out of the ground.

"What kind of Tim Burton film did I walk into?" joked Spider-Man. He punched each skeleton down with ease, punching one, then he kicked another before tripping the last one. "Some army." he mocked, continuing his small journey.

Eventually, after one last jump, Spider-Man finally reached the spotlight. He was about to touch it, "Now let's see what this can do..." he paused, Scarecrow's bright gaze freezing him. "Oh no..." he grunted.

"Finally. Now you shall succumb to you worst fears." Scarecrow laughed, "Isn't it good...? To just release your rage, the very emotions you have buried and burdened? Let the toxin control you forever."

Spider-Man knelt down, "No... Not again." he hissed, but the feeling of someone touching his shoulder got his attention. He saw Twilight, also a human, wearing her Amythest Witch costume. "Twilight...?" he wondered aloud.

"Don't give up, Peter." she said. "Think about me, Spike, Mayday. Your friends, the Spiders... You can't give up. Not now." it was though she was really there. Spider-Man smiled under his mask. "You can't succumb now."

"You're right." Twilight began to fade from his mind, the wall-crawler standing up in Scarecrow's mind piercing gaze. "I'm not allowing that to happen again. I have a mission right now and I can't let them down now." he declared.

"What?!" roared Scarecrow in surprise. "You're supposed to fall!"

"Well, sorry you giant halloween toy, I'm not bowing out just yet. I'm Equestria's knight! I have a war to win and I'm not letting my family live knowing that I went insane!" Spider-Man announced, holding the spotlight at last.

"It can't be!" yelled Crane.

Spider-Man placed the spotlight in Scarecrow's direction. "But it is!" a light shone on Scarecrow, a giant spider symbol enveloping his body as he began to glow. "Kingdom Hearts is light!" yelled Spider-Man as Carecrow finally vanished from his mind.

Back in the real world, Peter snapped awake. He looked around, seeing his friends gathered around him. "Calm down, kid." Logan said, "You had us worried there." he said.

Spider-Mane sighed in relief, "I'm back."

"It appears so. I not sensing any more toxin in your system. You fought it off, impressive." Batman revealed.

"Told ya he could do it, Bats." Nightwing nudged. Batman rolled his eyes under his cowl at that. "So, Spidey. You survived Scarecrow, not bad dude."

"Yeah, my man, Pete!" Johnny cheered, giving Peter a high hoof.

"It's over." Bobby said, also giving Peter a high hoof. The three guys laughed, Peter finally letting loose for once. His mind went into a panic when he saw Yondu and his Ravagers.

"Whoa, Peter. They're on our side, now." Star-Lord explained, "It took some convincing. But we did it."

"If only I got money." Rocket grumbled.

"Darn right. I guess I'm with ya now." Yondu said.

Peter sighed in relief, "Alright. So, Nightwing, Black Panther?" he faced a familiar man, "Hey, Daredevil!"

"Spider-Man." Daredevil greeted back, a smirk seen on his face. "Ir's been a while huh?"

Peter chuckled, "No kidding. Back then, we were New York's protectors. You missed me didn't you?" he teased.

Daredevil shrugged, "Someone had to pick up your slack." he joked.

"You have more friends than I thought, Peter." Celestia teased.

"Maybe I do. Sup T'Challa?" Peter greeted, Luna raising a brow at how undignified the greeting was, the again she knew that he was always like that, even around her, much to her annoyance, and slight pleasure.

"Spider-Man. You have matured I've heard." T'Challa commented.

"I guess you can say that?" Peter wondered.

"Nah, he's still an idiot." Miguel laughed. "But, he's earned his position."

"Hey, we're not idiots." Ant-Man joked. "Except you."

Black Panther nodded, "As a king, I am glad to see you are taking your role seriously. You were but a naive child when we first met, but I am glad to see that image gone from you." he placed a hoof on the stalion's shoulder. "I will stand by your side during this war."

"Wow. Thanks, T'Challa. That means a lot." Peter said bashfully.

Then, a chuckle got the group's attention. The heroes turned around, seeing Loki standing there. A flash of yellow enveloped Canterlot, the villains vanishing, Yondu and his group included. "Who are you?" Celestia demanded an answer. The trickster god chuckled again at her question,

"Loki." growled Wolverine.

Loki laughed, "I see you survived. Come to Ponyville, I have a surprise for you all, a reward so to say for passing my test." after hearing that, Peter scowled.

"Where's the Legion of Doom?" Batman growled.

"Why did you capture Superman?"

Loki smirked, "I'll never tell. Luthor has a plan, and I can't afford to break it. As I said, you better hurry to Ponyville. Your close ones are waiting, Peter."

"What do you want with our world?" Luna blurted out.

"Ah the Royal Sisters. I do not have time to explain everything to the likes of you." Loki said, before vanishing in a small yellow warp.

Celestia narrowed her gaze. "Luna. I will tend to Canterlot. You bring the heroes back to Ponyville."

The heroes then grouped together, "Hurry, Luna. I'm worried about what Loki has planned." Barry gulped. "He better hope no one got hurt, or maybe I'll finish this."

"Calm down, Barry." Quicksilver said, "For all we know, this could be another ruse by him."

"We'll find out soon enough!" Deadpool shouted.

Luna nodded, lighting her horn up. The entire group of heroes vanished in a white light. Their next destination, Ponyville, where another battle awaited them.

The Plan

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Scarlet Spider rolled to the side, dodging another one punch from First Spider. "Alright, bro. You leave me no choice." he declared, parrying his brother's hoof with his own, deflecting a right hook. Ben lowered himself and spun, kicking Kaine with his hindlegs as hard as he could. "You're not the only Spider who can buck." he joked.

Straightening himself out, Ben turned around to face Twilight, "Twi, Trixie. Get the girls to safety at the library and watch them. I think the rest of us can handle this small alien army of whatever this stuff is." he ordered the alicorn.

"No. I'm not standing by anymore. Just because we don't have magic, it doesn't mean we're useless." Twilight declared, a spark was seen glowing out of her horn. She then glared at Loki, "You dare come here, and threaten my friends and family!?" she asked in rage-filled disbelief. "Tell the Legion of Doom their leader isn't coming back!" a purple beam shot out of her horn, but the trickster god managed to shield himself in time to avoid the blast, the beam deflecting off of him and nesring itself back at the alicorn.

"Twilight!" Sunset and Trixie shouted, suddenly finding themselves next to said alicorn in a flash of white. Without thinking, Twilight erected a small shield to absorb the blast. "Did we just...?" she began to question, but Twilight nodded before she could finish.

"Your magic?" Eddie asked.

Twilight smirked, "It seems that way."

"My theory was correct and right. Now how about we show these wrongdoers our might?" Zecora suggested, earning a nod from everypony around.

"What about us? Ah didn't want to be here!" Applebloom commented.

Fluttershy looked around, gulping upon seeing Deathstroke and Loki's army. "C-Can I take them back?"

"Sure thing, Fluttershy." Ben said, seeing First Spider hop right at him. He saw the fillies and the pegasus trot away as fast as they could from the battle. Kaine roared, with Scarlet Spider leaning back to avoid his dive attack. "I don't want to fight you, Kaine. I'm not sure what happened to you, but I need to know that the same person we know is still in there somewhere."

Loki chuckled, "Don't bother. As long as he's under my control. He'll remain my mindless puppet." he announced, the Chitauri behind him continuing their rampage. Twilight groaned, using her magic to lift a weapon out of one's grasp, allowing Sunset to shoot them down with a concussive blast.

Trixie appeared above another, digging her hooves into their head. The blue unicorn sighed, "I don't even know that these... things are."

"I agree..." Rarity gulped, standing as far away from them as possible, only using her own magic to attack. "These appear otherworldy. And very repulsive."

Zecora hopped down, landing in front of Deathstroke. "So, you think you stand a chance against me?" Slade asked, standing up and grabbing his sword. "That's a huge mistake on your part, lady. You should'a stayed behind."

Smirking, the zebra held up her staff. "I am not a fool, unlike you. Let me show you what I can truly do." she declared, walking slowly toward Slade to initiate their fight.

Deathstroke raised his sword, Zecora using her staff to deflect the blade as it lowered. The zebra performed a sweep kick, tripping Slade. But the assassin pushed himself up, his hindlegs connecting with Zecora's chest, launching her back slightly. Zecora gasped, breathing again. She flipped, but Deathstroke dodged her kick in time, allowing him to uppercut her in the jaw. Grunting, the zebra lunged after Slade, the terminator deflecting her punch with a hoof. Countering the attack, Zecora reared her hindleg back, kicking him in the arm. Slade held his aching limb for only a moment before shrugging off the pain.

"Not bad, I'll admit." Slade said with a grimace. He pulled out his pistols, ready to shoot. Deathstroke pulled the trigger, forcing Zecora to hop to avoid the bullets aimed at her. She jumped off a wall, punching Slade as he turned.

Before he could react, however, Anti-Venom took a second to us his tendrils to lash out at Slade. The assassin managed to grab his blade and sliced apart the tentacles coming at him. "You should've stayed where your pathetic team is at, Deathstroke!" Anti-Venom roared, lashing out at Deathstroke. Zecora landed a hit while he was distracted.

"Son of a bitch!" Slade yelled, slicing horizontally and nearly hitting Zecora, but Eddie managed to toss the sword aside. Anti-Venom hissed, wrapping another tendril around Slade, tossing him aside as though he was nothing. Slade picked himself up, grabbing his sword again but he decided to sheathe it.

Meanwhile, Trixie and Pinkie hopped over two Chitauri soldiers, allowing Sunset to shoot them down while they were distracted. The aliens landed on their backs, smoke seen from their chests. "It's great to be back." the blue unicorn boasted.

"Yeah, it is." Sunset replied with a smirk.

Pinkie nodded, "All we're missing is Rainbow and Applejack! Rainbow must be really annoyed she's missing this."

"I can hear her whining now." sighed Trixie. She then went back to attacking the Chitauri, her horn lighting up as it shot down one more, allowing Pinkie to kick it.

Back with Ben, the clone lowered himself, ducking underneath the First Spider's attack. "Bro! Seriously, this is getting annoying." he whined, turning his head to face his brother. Scarlet Spider noticed that Kaine paused for a second, but he continued his assault. He extended his hoof, shooting two long strands of webbing, covering Kaine in his gossamer lines. "Alright. We can do this the easy way or the hard way." he threatened. "I prefer the easy way honestly."

First Spider struggled in his webbing coccoon. Ben sighed, removing his mask. "Kaine. Speak to me." he ordered. He saw Kaine continue to wiggle in his trap, but then something surprised him, a familiar sound reaching the first clone's ears. "C'mon, man. You, me, Peter, Eddie and Miguel are all the two of us have. Are you willing to let that go? I thought you were stronger than that."

"B-Ben...?" asked Kaine, calming down. "Is that you?"

Scarlet Spider managed a smile, "Yeah it is. It seems I missed a heck of a lot. Now, why were you under his control?" he asked, "And where the heck is Peter and O'Hara?"

Kaine shook his head, allowing Ben to remove the webbing, "I was fighting that Deathstroke guy, then everything went black. Hell, I don't know where Parker and the others are at. Honestly, I didn't think you'd manage to do that to me in the state I was in."

"Hey, us Spiders are full of surprises." Ben joked. "Now how about we kick this yellow-pointed guy's ass?"

"With pleasure." Kaine chuckled.

The two Spiders hopped up, landing next to Twilight, who was trying to attack Loki, the god of tricksters teleporting away each time she tried to shoot him. "You can't hurt me as of now, Twilight. I'm too powerful, and your forces are dwindling against mine." he boasted.

"I've had it with you maniacs." grunted the alicorn. "You threatened our friends. You threatened their families. You nearly killed my daughter using my friend!" she shouted.

"Hey, didn't think you could get so pissed off." Kaine quipped.

Twilight shook her head, "Kaine?" she wondered.

The First Spider nodded, "Yeah, Ben brought me back to my senses."

"I wish we could have a proper reunion, but Trixie is fighting for her life right now!" Trixie shouted, ducking underneath a laser shot from a Chitauri soldier. She, Sunset and Rarrity shot once each while they were focused on Pinkie, who danced to get their attention. "I... Can't believe they fell for that."

Anti-Venom held down Deathstroke, Zecora punching him with a right hook. Slade grunted, flipping Eddie over his shoulder, "You're all a freaking pain." sighed the assassin, loading another round in his gun. Thr zebra hopped up, throwing her staff at his hoof, making him let go by accident, the cane bounced back in her grip, and she drove her legs into Deathstroke's barrel, causing him to gasp for air.

"Do not worry much longer, Slade." Loki started to say, "We shall be leaving in a manner of seconds."

"Why the hell would we do that!?" Slade wondered.

Suddenly, a white light appeared in the area, gaining the attention of the heroes. It was the heroes that left for Canterlot, with Luna standing in the center. Peter turned around, seeing the trickster god. He gritted his teeth as he spoke. "Loki. What the hell did you do?!" he almost shouted, seeing the Chitauri around them.

Deathstroke sighed, "If it isn't the Spider."

"Slade." Batman and Spider-Mane hissed.

"It's over, Loki. You got like three Avengers teams against you." Star-Lord boasted, pointing a hoof at the trickster god's direction. Instead of being afraid, Loki laughed.

"Do you think I'm foolish enough to pit myself against all of you right now? Come now, Slade. We must part from the heroes until Luthor's true plan is finished." Loki revealed. Slade nodded, and the Chitauri stopped. "Be ready, because your pal Superman is in grave danger."

"Oh no you don't!" Quicksilver said. He and the Flash zipped ahead, but by the time reached Loki, he, Slade, and the Chitauri army vanished without a trace. "Damn it!" shouted Maximoff.

Peter sighed, removing his mask, "Son of a--" he cut himself off, thrn he faced Twilight. "Honey, what happened? What did Loki do while we were gone?!" he asked worriedly.

Luna stepped forward as well, "Was anypony hurt in this attack? He merely sent his other minions as a diversion it seems."

"He didn't do anything, Peter and Princess Luna. He and that Deathstroke just showed up with an alien army. And had Kaine under their control for a little while." Twilight explained.

"You got him back right?" Peter asked.

"That'd be because of me, bro."

Peter's eyes widened, he slowly turned around and saw Ben unmasked while wearing his Scarlet Spider attire. "Hey, Pete. Thought you saw the last of me?" he quipped.

"B-Ben?" Peter wondered.

Ben laughed, "Who else would wear this?"

"That would depend on who you ask." Miguel responded, walking next to the Scarlet Spider, "It's good to have you back." he admitted, a smirk seen on his features.

"I guess the Spiders are reunited." Eddie chuckled.

Kaine huffed, "Still a strange name for a team."

Ben's eyes turned to the Guardians of the Galaxy, "Oh, hey. Who are you guys? Did you guys show up while I was sleeping?" he wondered. "I'm Ben Reilly, the Scarlet Spider." he extended a hoof, Star-Lord giving it a shake.

"How many Spiders are there?" Gamora questioned.

"Too many." Rocket grumbled.

Daredevil only remained still, "What the hell is going on?"

"Spider-Man has made quite an impression for sure." Black Panther merely said in response.

"We had our own fair share of battles." Black Cat added.

"No kidding." Nightwing laughed lightly.

"Um... Who are you three?" Sunset wondered.

Peter perked up, "Oh right. Everypony, meet Daredevil, a fellow crimefighter from New York. This guy here is Black Panther, the king of Wakanda. And this bird themed hero is Nightwing, an ally of Batman." he introduced.

"Yep. This guy taught me everything he knows." Nightwing nudged Batman, who frowned.

Pinkie pursed her lips, "What's wrong, Batsy? Did somepony make you sad?" she asked.

"It doesn't take a lot for that to happen." Ant-Man whispered to Star-Lord, who quietly chuckled.

Batman remained silent deep in thought, "Uh, Batman. Pinkie was talking to you." Trixie said firmly. "I think it would be rude if you ignored her." she added.

"I know. I'm just trying to think about what Loki said." the Dark Knight responded.

Wolverine raised a brow, "What do ya mean?"

Batman stared at the ground, "He mentioned that Superman is in danger. We have to get to my Earth right away. I have a feeling there's more to this than what we thought. He could actually be in danger."

"You're right." Twilight agreed. "How soon do you want to leave?"

"Today."

After a quick scolding to the children about endangering themselves. The heroes gathered around back at the Treebrary, where Batman manages to get a portal for Black Panther and Daredevil ready to go soon. Deadpool placed his weapons on a table, "Booyah! We just kicked evil ass!"

"Deadpool! Not in front of the childen." Twilight scolded with a hiss.

Miguel shrugged, "Hey, those guys had it shocking coming." the alicorn then glared at him. "Anyway, now what?"

"We have to divide ourselves. Some of us can go to Earth, while those of us here will protect Equestria in case the Legion of Doom have similar ideas." Batman explained.

"Alright, but now it's a matter of who goes and who stays." Peter realized in a stern tone. "Obviously, Bats and I are going. And I guess that means Twilight is going." he saw the alicorn nod at what he just said.

"I will stay here. In case the villains bring something we fear." Zecora decided.

"I'm goin'." Wolverine said. "And Wade knows where Superman's at, so he's goin' to give us tips."

"You're gonna need someone if we're breaking in to LexCorp like you mentioned." Felicia said.

Scott nodded, "Yeah, I'll go as well for that. I used to burgle places before I had the suit."

"Burgle?" Fluttershy questioned his choice of wording.

"Stealing. I changed my ways." Ant-Man revealed with a slow sigh.

Miguel placed his hooves on the table, "Alright, where the shock do we go?"

"Yeah, I kinda wanna see Earth too." Ben noted.

Kaine rolled his eyes, "Only you would be ready for interdimensional travel a day after waking up from a goddamn coma."

Sunset hummed for a second, "I'll go."

"How about we stay behind?" Gamora offered.

Rocket moaned, "And stay in ponyland? No thanks."

"I am Groot." said Groot.

"And your point? I'd rather sit in the ship!" Rocket shouted.

"Ignore him. We'll be just fine here." Star-Lord agreed with a wave of a hoof.

Luna nodded, "I see. I'll attend to this as well."

"I guess we can kick back." Bobby said.

Johnny shrugged, "I dunno... I kinda want to go."

Kaine exhaled, "How about this. I'll stay here. If you need me, open a portal and I'll come. You two can go on ahead anyway... I have something to think about anyway."

"What's the matter, Kaine?" Peter asked sincerely.

"It's nothing to be concerned of right now." the clone responded in a stern tone.

"Are you sure?" Sunset asked.

"I'm fine."

"You're gonna need a speedster there. I say you take Barry. I'll protect Equestria." Quicksilver decided.

"You sure, Maximoff?"

Quicksilver raised a hoof, "Yeah, this is your world. I can handle things here."

The Flash nodded, "Alright then."

Nightwing looked at Batman, "What about me, Bruce? You need some eyes in Gotham while you're wandering about right?"

"No, actually. You should stay here until we finish things on Earth. Gotham will be fine as long as I'm on Earth. I'll cover for your absence in the meantime. Equestria is better off with you here."

"Alright, you're the boss I guess." Nightwing chuckled.

Spike raised a hand, "Can I go? I wanna be a giant dragon again."

Peter smirked, "Sure thing. So, Twilight, Sunset and Luna will be with us. Trixie, you sure you wanna stay?"

"Trixie does not want to concern you with learning about another world right now." she decided.

Batman nodded, "So it's settled. Those of us leaving will be back in a week or two. Those staying... If we truly need it. We'll alert you." he suggested.

"Sounds fine to me." Quicksilver said.

Then, a portal opened up. "I wish I could help, but our world's in chaos. I gotta pick up the slack while you do this. And Peter?" Daredevil said, the stallion looking up, "It was fun working with you." he admitted, hopping into the portal. Peter smiled at that, his old ally waving him off for what he thinks is the last time.

Black Panther nodded, "I agree with him. I have a country to defend. But I wish you all the best of luck." he also hopped into the portal.

"Yo, Doc Fate!" Peter called out.

'What is it, Spider-Man?'

Twilight looked up as well, "Has anything changed while we were busy?" she wondered.

A sigh was heard, 'Unfortunately, yes. Hawkeye and Black Widow were captured... By the Avengers to be put under Loki's control. They're gone.' Fate revealed.

"Damn it." Batman mumbled. "Fate. Tell Strange to open a portal to our Earth. We're saving Superman now."

"Daddy? Mommy?" a young voice was heard. The parents looked to see Mayday.

"Yes, sweetie?" Twilight asked.

"Are you leaving?"

Peter sighed, "Yes, May. But for a little bit. Your... Extended family will keep an eye on you. Like Uncle Kaine and Quicksilver, and Nightwing. Oh and the Guardians. You'll be fine. We have Logan and Batman as well as the other Spiders. We'll be back safe and sound, I promise."

"Pinkie promise?" Mayday questioned.

Pinkie smiled, "Do it, you two!" she cheered.

The couple sighed, "Cross my heart, hope to fly, stick a cupcake in my eye." they declared, performing the gestures that goes with the declaration.

"Thank you. Please be back soon." May hugfed her parents, the couple reciprocating her action.

"We will." said Twilight with determination.

'The portal is ready.' announced Fate. 'You'll appear in the Hall of Justice. From there, you'll discuss what needs ro be done.'

The heroes looked at the vortex. "This is it." Logan announced, "We're changin' the tide of this war. We're savin' Superman and the Avengers." he said.

"Yeah. I guess you can call this a semi-homecoming." Peter joked.

Miguel sighed. "Let's get this shocking over with."

"Heck yeah, we're going Earthbound!" Ben cheered.

Batman scowled, "Let's end this."

The heroes jumped into the portal, it closing behind them. Quicksilver and Star-Lord rubbed their necks, wondering what to do next. "So... You guys up for chess?" asked Quill.

"Am I?" Pinkie repeated.

Tartarus...

"What was the point of all this, Loki?" Luthor questioned.

"To scare them. They'll be paranoid now. Wondering if we'll strike again." Loki explained.

Green Goblin rolled his eyes, "Strange plan."

"Indeed. But I love those types of plans. Now with some of the heroes on Earth, what shall be done?" Discord wondered.

Luthor smirked, "Quite simple. The first step is to bring Joker there to my building where Superman is held. It won't be easy for them." he looked at the Joker, who laughed.

"Finally!"

"The next step would be bringing in a few more challenges for the heroes." Luthor added.

"And who do you have in mind?" Electro inquired.

Luthor raised a hoof, "Well, first I say Scorpion and Hydro-Man should go there soon. The Spider-Men will be a concern, so I should get in touch with an expert who can slay them: Smythe. But first, the Justice League shall bear witness to something great."

"Ooh! I like the sound of that!" Discord yelled. "I'll bring whoever this mysterious person is. Just tell me."

Luthor chuckled, "The League shall bear witness to their doomsday."

Man of Steel, Part I

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DC Earth, the Hall of Justice...

A vortex opened up within the halls of the building where the Justice League resides on Earth. Spider-Man was the first to hop out, landing perfectly on the ground, one knee on the ground. He dusted himself off, feeling that he changed forms again. "Ah. It feels good to have fingers again." he sighed, feeling refreshed.

His Spider-Sense went off and he hopped aside, seeing Spider-Man 2099 land next to him. "Ah, son of a glitch!" he cursed, landing hard on his stomach. "Did we make it?"

"Seems that way, O'Hara." Peter replied.

Twilight was the next to land, her wearing her Amythest Sorceress costume. The ex-alicorn looked around, seeing her human form through her reflection on the tile floor. "Welcome to this new Earth, honey." Peter introduced.

"This... What is this place?" Twilight studdered, amazed by the large size of the building.

Batman hopped out next, with the Flash behind him. "This is the Hall of Justice, where the Justice League reside when they're needed for a battle as well as a monument to our many battles to the public."

The Flash stretched his limbs. "Ah. Wide open space and longer limbs. It feels great to be back!" he cheered. "Now, I think I should check on Central City."

"Soon, Barry. Right now we have to find Superman." Batman ordered.

Deadpool was the next to arrive, "Damn right! The DC Universe will get a taste of the Merc with the Mouth!" he cheered, raising his katanas triumphantly.

"Can you reword that?"

"Maybe..."

Ant-Man, Luna and Sunset Shimmer landed at the same time, "Woah. Feels weird." Scott cracked his neck, "But I guess we're on your Earth now guys?"

"It's... Strange. It looks like Peter's Earth, but it feels different. Where are we at?" Sunset wondered.

"It is quite a different place than the other Earth." Luna admitted. "I can sense it as well."

"The Hall of Justice." Barry replied. "A place representing our greatest battles."

Sunset raised a brow, "The Hall of Justice?" she repeated, "Is this like Avengers Tower?"

"In a way." Barry chuckled.

Scarlet Spider and Wolverine arrived, the X-Man grunting as he fell to the floor. Ben turned his head, seeing the strange building they were in, "This is the present? It's... A lot nicer than I expected." the clone admitted with a grin.

Logan smirked, "Welcome to the real world. Now where's the dragon?"

The sound of rumbling surprised the heroes. Spider-Man and Twilight turned around, spotting a giant purple dragon whose head nearly reached the ceiling. "Holy guacamole!" Ben shouted, "Spike, is that you? You look awesome!"

Spike lowered his head, seeing the Scarlet Spider, "Hey, Ben!" he called out. "Yeah... This is what I look like on Earth... It's pretty weird, but cool." the dragon admitted.

Then, the last heroes arrived. Black Cat looked around, seeing the ragtag group of heroes standing around. She raised a hand, exposing her clawe. "So, are we starting soon or what?" she asked.

The Human Torch cracked his knuckles, "Yeah, that's what I wanna know." he said. "It's about time this Earth got to witness a real hero at work."

Iceman smirked, "So you say."

Batman turned, facing the others. "Everyone." he said, getting their attention. "This is the Hall of Justice, our only refuge in this dimension for right now. Until we save Superman." he walked forward to a computer monitor. He typed something, revealing a hologram projection of a building,

"What's that, Batman?" Twilight wondered, putting a finger on her chin.

"LexCorp. Where Deadpool said Superman was being held at. Wade." he said to the mercenary. "Where was he located at?" he questioned Deadpool.

Deapool smirked, stepping forward. "Let me show you how it's done." he cracked his knuckles, then he randomly began to type away at the keyboard. Peter, O'Hara and Sunset all glanced at each other curiously, wondering what it was he was doing exactly. Then the hologram zoomed in slightly, showing a secret area that wasn't seen previously. "Bam! You're welcome."

"Wow... That was actually useful." Johnny admitted.

Barry zipped around the hall, appearing back at the room they arrived in. "Where's the rest of the League? They should know about what we're about to do." he wondered aloud.

Batman shook his head, "I'm not too sure. They're most likely at the Watchtower. But we won't need their help for this. Unless things get too out of hand." the Dark Knight said, downloading the schematics of the building to his cryptographic sequencer. He walked to the table, the group following him.

"So... What do we do?" Spike questioned.

Batman remained silent, bringing up the hologram once more. "It would be chaotic... But necessary. First off, I'm sure LexCorp in Metropolis has bigger security measures to ensure that Superman remains captive. Ant-Man and Black Cat should be able to sneak in and shut down the security systems from inside."

"You got it! It'll be like raiding Pym's company all over again!" Scott declared.

Black Cat smirked, "Some things never change."

The Dark Knight continued, "While those two are shutting down any obstacles from inside, Flash, Iceman and Human Torch should cover the outside with Spike, make sure that no one gets in or out, or stop any potential threat."

"Aye aye!" Bobby saluted, "As if anything can get past this guy over here." he pointed to Spike, who rubbed his head bashfully.

"What about us?" Twilight said.

"I was getting to that. I know that Lex has something waiting for us. You, Luna and Deadpool will cover for us, your unique abilities should be able to give us a cover. Miguel, Ben and Sunset will provide backup, and will be waiting nearby in case something goes awry."

Luna groaned, "Must I work with him?" she rolled her eyes at Deadpool.

"C'mon Moonbutt! We'll be the bestest of friends!" after Deadpool said that, Luna extended an arm, shooting Wade in the chest, launching him across ther room.

"I deserved that..." moaned Wade in pain.

"Makes sense." Ben said. "I think the three of us can cover as well."

'Ah shock.' thought Miguel, 'Getting benched.'

Sunset nodded, "Alright. At least we're doing something again."

Peter grinned, "So I take it you, me and Logan are going in and saving Superman ourselves?" he asked.

"Of course, kid." Logan replied. "The three of us alone should be able to break 'em out. And at least he'll be with familiar faces while we explain what the hell's been happenin'."

Barry looked at the group, "So, we off to Metropolis, Batman?" he wondred aloud.

"Yes. It's time we do this." Batman answered. "I'll ensure a method of transportation for each of you since you don't know where it's at." he said, referring to the Equestrians. He walked off, seeing if the jets were still around.

"I've never heard of Metropolis." Twilight said, "Was that on your Earth, Peter?"

"Nope." Peter said, shaking his head, "This world has some unique cities and unlike our world, these cities have their own heroes to protect them unlike ours where we all seem to live in New York for whatever reason." he chuckled.

Ant-Man laughed, "It's getting too crowded for me. And I can shrink."

"Luckily for us, we're usually off world." Johnny boasted.

"Okay, seriously. What do you even do?" Sunset blurted out, wondering how he could off world so often.

Johnny raised a brow, "I'm a member of the Fantastic Four. We're usually called the First Family. Myself, Reed, Ben and my sister Sue usually deal with some serious intergalactic biz. It's awesome, like I am. This may be the first time I became a horse, but it's still not the strangest alien species I met."

"What would that be anyway, Storm?" Bobby asked. "I mean, we only have rogue mutants working for Magneto."

"I gotta go with Skrulls, honestly." Johnny revealed.

"Skrulls?" Twilight pondered.

Johnny chuckled, "Yeah, it's basically an alien cliche. They're green people who can shapeshift into whoever or whatever they want."

"Shapeshifters? You speak of these creatures like they're changelings." Luna added.

"The hell are changelings?" Logan questioned.

Twilight raised a hand, "Changelings are a race of shapeshifters in Equestria. They look like black bugs with moth wings and strange shaped horns. They're lead by their queen, Chrysalis. I haven't seen them since sometime before I met Peter."

"You haven't." Peter corrected, "But I had a run-in on my own when I travelled through time. I'd rather not say what happened." he shuddered, the grim memories overtaking his mind once again, "But I intend to fix that sometime soon."

"What did happen, bro?" Johnny asked curiously.

Miguel and Ben shook their heads, knowing exactly what Peter was talking about. "You don't want to shocking know." O'Hara decided to speak up.

"It's for the better." Ben added, crossing his arms.

Logan frowned, "If it makes ya feel better, kid. We need you to have yer mind focused. I won't budge." he raised a hand.

"Thanks, Logan. Maybe I'll tell you another time. When I'm ready. Right now we gotta focus on saving Superman!" Peter responded.

"It's ready." Batman said, suddenly reappearing behind the group, startling them. Peter clenched his chest in surprise. "Barry, you can meet us ahead if you wish with Spike." the Dark Knight continued. "In the meantime, there's a jet large enough to hold our small group. I'll take you there now. And I've given you all communicators in there. We'll be able to speak to each other if needed."

"Geez, Bats! You and Pinkie are gonna give me a heart attack one of these days!" Peter gasped.

The Flash nodded, putting on his mask and running off in his yellow blur of lightning. Spike slowly crawled outmof the door, flapping his wings "Alright, Batman. Let us begin." Luna said, stepping forward. The rest of the heroes followed Luna and Batman, and were ready to save Superman. The room was now empty.

But unknown to them, a strange force was watching them. It was a purple floating head. It appeared to be metal, but not physical. It hovered about, weighing its options. It looked like the head of a robot, with scratches over its optics and a strange optic on its head, and a symbol in the shape of a sideways 'M'' almost. It pondered, seemingly unmoving given what he could move, but he spoke.

"Hm. Perhaps getting this Earth involved would be too problematic... These heroes will no doubt end me like their Marvel counterparts have done to Onslaught, Abyss and Galactus before me. Maybe Equestria will provide what I seek, unwillingly of course..." the figure chuckled darkly at his idea. "Harnessing these rifts truly is making it easier to travel through worlds... The doctor has all but set things up for me on his world, I just need the emeralds..."

"Soon, X. Our little rivalry will be over. And the Hunters and Reploids will fall to my cause. The two Earths here may not be crossing, but many worlds will fall to the Mavericks." it said before vanishing. Its next destination set for preparations.

Metropolis...

The jet landed in its designated spot nearby LexCorp. Batman was the first to step out, with Spike landing next to him and the Flash zipping by next to him. Spider-Man and Twilight were next to reveal themselves. But then Black Cat and Ant-Man walked ahead. "Remember what we discussed. There should be a circuit breaker somewhere in the vents. We need you two to shut it down so we can get in undetected." Batman reminded them.

Ant-Man smirked, "No prob. It should be easier than trying to burgle something." he shrunk, landing on a flying bug as he did. A small group of bugs followed him as well.

Black Cat faced the building, using her sharp claws to cling onto the wall. "We'll get this done in no time." she boasted, beginning her trek upwards with Scott, who continued to ascend. Ant-Man made it through the cracks of a vent, which Felicia tore open, crawling inside with ease, following Lang.

Spike moved a claw upward, "We'll keep an eye on things out here." he roared. Johnny, Bobby and Barry nodding in agreement. "I mean what can possibly show up now?"

"There are some big threats in this world, Spike. Some of which shouldn't be taken lightly." The Flash said. "Last thing we need is to find out Darkseid or Trigon is behind this." he groaned, recalling the dark ruler of Apokolips and the demon.

"Hey, clearly you haven't fought Thanos or Apocalypse. At least with Onslaught we had help from another world." Bobby called out. "Now those guys are threat."

"I dunno guys. I say Mole Man is the biggest threat--" Johny cut himself off with snickering to himself, Bobby and Peter chuckling as well. "Sorry, I couldn't finish that sentence with a straight face."

Spider-Man crossed his arms, "You say Mole Man, I disagree in that he offers more of a challenge than Shocker or Hypno-Hustler." he quipped to the guys.

"What the shock are you guys talking about!?" Spider-Man 2099 blurted out.

"Old foes, O'Hara." Spider-Man replied.

Scarlet Spider sighed, "I've only been here for less than I day and my brain is already mush. Good thing Kaine isn't here." the clone chuckled lightly.

"This is what happens when you partner up with a bunch of superheroes." Sunset muttered to Twilight. "Some things just get lost on you." she continued.

"Now you know how it feels everytime Peter makes an otherworldly reference." Twilight snarked.

"You know you love it." Peter teased.

Luna sighed, a silent response was given. Batman shook his head as did Logan. "We're surrounded by idiots..." the X-Man muttered.

"Nah! A bunch of geniuses!" Wade shouted from behind Wolverine. For making such a foolish mistake, Wolverine accidentally stabbed Deadpool with his claws. "Damn it!"

"We kinda had that one coming."

"It was still an a-hole thing to do..."

Wolverine unsheathed his claws, Deadpool's wound healing instantly. "I knew you loved me!"

"How are we going to put up with you, Wade?" Spider-Man wondered.

Twilight rubbed her temple, "I never wanted to."

Black Cat opened up another vent, barely seeing Ant-Man nearby. She peeked down, seeing a bunch of lasers neaby a switch of sorts. "Heh. Too easy. I could shut this thing off and make off with a few bucks." she bragged. She grabbed her rope and wrapped it around her. Quietly, Ant-Man managed to grow back to normal size. "Hold this. I'm going down to deflect the system."

"Uh, sure." Scott replied, grabbing the rope.

Felicia jumped down slowly, Lang pulling on the rope. The Black Cat swung, pushing herself away from the laser covered floor. "On the count of three, let go. I'm getting myself closer." she ordered. "One, two... Three!" she pushed, and was launched lightly. Felicia landed on her legs perfectly, a hand gently placed on the ground.

"My turn." Ant-Man whispered, shrinking and grabbing onto the bug he rode earlier, riding it down next to Felicia. He hopped off, growing back for a second. "I can short circut this box from the inside, removing anything in our way. It'd be a piece of cake. If cake was electric powered." he quipped quickly.

"Go right ahead." Black Cat gestured. Ant-Man shrunk down, grabbing onto the lock of the box. He yanked it apart with ease and entered the box. He dug into the wiring, ripping it apart slowly. When sparks were seen and the lighting dimmed, he got out as fast as he could, jumping out before turning notmal size. "Not bad."

"Thanks. Now let's get out of here before someone notices we're here. I'll toss you back up there with the rope from my end." Scott replied.

'Got it. You may enter.' responded Ant-Man in a dramatic manner from Batman's communicator. Each of the heroes hearing it through their own as well.

"We're going in." Batman revealed. He, Wolverine, Twilight, Luna, Deadpool and Spider-Man walked ahead with the rest staying behind for the time being.

'Finally. We're coming, Superman. This is a job for the Avenging League!' thought Spider-Man, ready to save a beloved and powerful hero from captivity, unaware of what lied ahead.

Man of Steel, Part II

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The doors to LexCorp were busted open, them launching across the room and banging onto a wall. Spider-Man was the first to be seen, his leg stretched out. "Time to make a house call!" he shouted, putting his leg down. Batman and the others followed Peter inside, noticing that the company was strangely empty.

Twilight looked around, "How could someone like Lex be able to have his own company?"

"Money." Logan answered, "Even the most rational of people turn a blind eye fer some greens. Most of 'em anyway... There're some who have a brain and know of his deeds to destroy Superman. This is just one example."

"He was president at one point, leading the entire country." Batman added in a stoic tone.

"How could someone like him rule a nation?" Luna huffed, "Your worlds confuse me sometimes..."

"You and me both, Luna." Spider-Man sighed, sticking to a wall and climbing to the ceiling. "I'm gonna scout ahead and make sure Lex didn't leave us a parting gift or something. I'll be back in a jiffy!" he shouted, crawling through the dark hallway. 'Spider-Sense isn't going off, which is a good sign.' he thought. He turned around, hopping off his perched hising spot. "All clear."

"How can you tell?" Twilight asked him, "You only moved three feet away from us."

"Spider-Sense." Peter bragged.

Batman scowled, "One of these days you're going to lose that sixth sense of yours. What are you going to do if you ever lose it?" he questioned the spider.

Peter shrugged, pausing to think. "Train? I dunno. What? Does your super Bat-detective skills tell you something is wrong? Like your instincts always do?" he wondered. "I swear you have like a Bat-Sense or something like that."

Batman walked ahead of Peter, "It's better to be wary of your surroundings in enemy territory. Especially an enemy as smart as Lex Luthor." he scolded. "The last thing we need right now is to be caught off guard by something just because you didn't sense anything." he droned on.

Twilight crossed her arms, "That sounds a little cynical. What if Lex didn't expect us to come here?"

"He would. This is where Superman is at. Of course he'll have somethin' to keep us out." Logan responded, sniffing the air. "I smell something off... I can't tell ya what it is exactly."

"You had to prove me wrong, Logan?" Spider-Man groaned jokingly.

Wolverine managed a smirk, "Someone had to do it."

"Then you haven't met Twilight. She thinks she's--" Peter began to joke, unprepared for the sharp pain ringing in the back of his head from his wife's palm. "Ow!" he moaned, rubbing the aching spot near his neck. "Nevermind."

"What were going to say about me?" Twilight asked through gritted teeth.

"That you're the best wife anybody could ask for?" Peter wondered aloud, a sly smile seen on his face as he wrapped his arms around Twilight's waist.

"And you're the best husband ever." Twilight answered, lightly stammering, surprised by Peter's sudden response.

Logan gagged, "Get a room, bub." he teased, patting Peter on the shoulder.

"Yeah, seriously! There may be children watching!" Deadpool scolded loudly, raising his arms in an exaggerated manner. "Think of the children, dude!"

"Would that even matter right now?"

"Who cares! We have a rating to keep!"

"What rating?"

Deadpool ignored his inner voices, nudging Logan's shoulder. "Hey, Wolvie. Why'd you need me here anyway?"

"I told ya. Don't call me Wolvie." Wolverine mumbled, raising his middle claw to the Merc with a Mouth.

Luna rolled her eyes, while Peter chuckled. "I don't understand the hatred for such a name." she mumbled.

The group continued on, Wolverine using his heightened senses to ensure that they were safe. "I dunno... Somethin' is wrong. We gotta be careful."

Spider-Man nodded, "Yeah..." he then clenched his head, "My Spider-Sense is starting to go nuts!" Twilight placed a hand on the young man's shoulders, seeing that he was now tense.

"Do you know what's triggering it?" the sorceress asked.

The sound of rumbling got their attention. The heroes ran into another room. A brightly lit room thanks to the window at the corner. They did their best to shield their eyes from the glare. Except Peter, who continued to hold his head. "What was that?" Luna asked, the princess raising a hand and readying a spell.

"It's nothin' pleasant that's fer sure." Wolverine growled, unsheathing his claws.

A roar got their attention. Twilight also readied a spell for self-defense. Batman growled, his mind racing through possibilities. "No... They didn't..." he muttered in disbelief.

"Didn't what?" Spider-Man asked.

Loud footsteps were heard and felt. Small tremors were noticed by the heroes. Spider-Man's eyes widened as did Twilight. The wall-crawler hopped in front of everyone else with Batman. A pale spiky foot was seen first stepping into the room.

A clawed hand gripped the wall, cracking it. The figure was a large pale spiky creature the size of the Hulk and Grundy. Wolverine held out his claws in front of him while Deadpool pointed his guns ahead while Luna hovered.

"Doomsday." Batman hissed.

Doomsday stretched his arms, roaring loudly. He charged ahead at the heroes. Luna shot a laser from her hand, knocking Doomsday back before he could rear his fist. She hopped in front of Spider-Man. "You three find the Superman! We will face this Doomsday!" she ordered the superheroes.

"What? Luna! Are you crazy? This guy killed Superman before!" Spider-Man shouted.

"This... being killed the Superman?" Luna questioned, "Then how is he still alive?"

Spider-Man shrugged, trying to cover Doomsday in webbing. "Us superheroes have a nasty habit of coming back from the dead. You should know, you did it to me before!" he explained, kicking Doomsday, the sound of cracking was heard as his foot collided with his face, and even Peter winced in grief.

Twilight used her magic to lift Peter away from Doomsday right as he raised his arms, almost crushing Spider-Man. "How powerful is Superman compared to this monster?" she asked.

"One of the most powerful men across our worlds. He is capable of almost anything." Batman replied, using his Gel Launcher, he aimed a shot at Doomsday, then detonated it, creating a small explosion, which the monster roared in response to feeling. "At first I thought he would abuse his power, and use it to take over our world."

'Oh boy, here comes the monologue.' thought Peter. He jumped up and punched Doomsaday. Wolverine grunted, using his claws to try to tear into the boney protrusions on Doomsday's body.

"I believed that even if there was a one percent chance he was a threat, I took it as an absolute certain. But..." Batman continued, "Despite his incredible power, he is to be respected. He only uses his power to help others as I learned. But him..." he glanced at Doomsday, "He is a remorseless monster. He can stand against Superman, and has killed him once before. The best we can do is take him offworld, but we'll need Superman in order to get him far enough away." the Dark Knight explained.

"Honey, you, Luna and Wade should take this outside, where there's more room to fight. Have the others make sure this doesn't become a Metropolis invasion." Spider-Man ordered. "We'll go on and find Superman!"

Twilight looked at Peter, "Alright. Hurry up please!"

"We will." Logan grunted. The three of them ran ahead, but not before Batman could land another blow with his Gel Launcher, creating another explosion.

Deadpool cheered, "Aw yeah! I'll do the honors!" he ran ahead toward Doomsday. The monster tried to attack him, but Wade teleported above him, slamming his fists hard on his head, but another crack was hard. Deadpool raised his arm, seeing his dislocated hand. "Aw man..." he moaned, he used his other hand to fix it, another loud snapping sound echoed.

"You are a repulsive creature." Luna mumbled, pushing back Doomsday with Twilight.

"She's not wrong."

"No! We're the definition of cultured!"

Twilight shook her head, "It was a mistake bringing him." she whispered to Luna. "But he is useful."

"Damn skippy, I am!" Deadpool shouted, jumping off Doomsday. "Hey, mister spiky bones! Say cheese!" he shouted, kicking Doomsday. Everytime Doomsday tried to attack, Wade teleported, each punch pushing the both of them closer to the glass wall. Deadpool reared his fist back, punching Doomsday once more, shattering the window. He too jumped down while Doomsday fell.

"WHEEEEEE!"

Twilight ran ahead, "Oh come on!" she shouted, revealing her wings. Luna began to reveal hers as well, ans the two jumped down, chasing after Wade and Doomsday.

Spider-Man 2099 tapped his foot, "The things that I do..." he muttered, annoyed that he's on the sidelines at the moment.

"It's not that bad, Miguel." Sunset told him.

Miguel sighed, "I got benched, Sunset. I should be out there!" he pointed at LexCorp. He placed a hand on his head, "And Lex is still somewhere out there in Equestria..."

Sunset frowned, "They're safe with the Guardians of the Galaxy, Nightwing, and Quicksilver there. Rainbow Dash and Applejack should be out of the hospital tomorrow and our friends can handle themselves. They'll be fine, even if Lex revealed himself."

"You mean like how you handled Loki and the shocking Chituari?" Miguel snapped.

"What about them?" Sunset questioned, crossing her arms.

Spider-Man 2099 raised a hand, "He just showed up out of nowhere! Of course he'd use those bitheads he called allies to distract most of us! But without your magic, you were defenseless! Brock, Pinkie, Fluttershy, and Kaine couldn't have handled all the work!" he shouted, but then he went to a whisper, "I wouldn't forgive myself if anything happened to you." he muttered inaudibly.

Confused, Sunset leaned closer to O'Hara, "W-What did you say?" she wondered.

Remaining silent, Miguel inhaled, his eyes widened underneath his mask, 'Why the shock did I say that?' he thought. "N-Nothing. Just thinking aloud." he studdered. 'Hm... I gotta talk to Parker about what's on my mind later on.'

Suddenly, Ben hopped next to the tel, wrapping his arms around the two. The Scarlet Spider chuckled, "Am I interrupting you lovebirds?" he teased with a light chuckle.

Sunset stammered, "No... W-We're not."

"The shock are you talking about?" Miguel shouted.

Scarlet Spider laughed, "This. It feels great being back!"

The three walked ahead to Bobby, Johnny, Barry, and Spike. "So, Ben? What's your story?" Johnny asked, "Peter mentioned you were his clone as well as Kaine. Wished we were there."

"Me too, honestly. I'm another clone, turned into a spider-monser, Eddie turned me back, I donned the costume, and that's pretty much it." Ben swiftly explained.

"The hell?" Bobby questioned. Ben waved a hand, "Ah, just go with it, got'cha."

Spike lowered his head to talk, "While we're sitting here bored out of our minds... What about you two? Peter was really excited to see you two again."

"Oh yeah. Before Peter went to your world, the three of us got along perfectly. Started off as a rivalry, but he became family to is, don't tell him I said that. The three of us were Amazing Friends."

"Technically, it was Peter, me and Firestar who were amazing friends. But Firestar went her own way, and Johnny filled that void." Bobby elaborated. "The three of us were the new Amazing Friends."

"Do you have like a team name for everything? Cause if so, there's a guy named Cisco I want you to meet." Barry chuckled.

"I imagine they do, knowing Peter." Sunset teased.

"Yeah, add Deadpool with us three. Everyone called us Team 'Shut Up Already'." Johnny laughed.

"Peter, Miguel, Kaine, Eddie, and myself are called the Spiders." Ben revealed. "Everyone gets a team name." he declared.

"When I was on Earth we were called the Harmony Avengers." Spike also revealed. "Speaking of... Where's Black Cat and Ant-Man at? They should've gotten out by now."

"Maybe they're waiting to make a comeback knowing those two." Johnny said.

Spider-Man 2099 lowered his head, "What the shock did I get myself into?" he whispered.

"It's fine, Miguel." Sunset assured.

"I gotta agree with O'Hara, I'm getting bored too." The Flash agreed.

"So? We're just gonna wait here--" Spike was cut off by the sound of glass shattering above him. Pieces of clear glass fell onto the ground. The Flash ran around, creating a small whirlwind to ensure that no one got impaled. He stopped, as the glass lowered gently onto the ground. "Nevermind..." the dragon sighed.

"Son of a glitch!" Miguel shouted, looking up. The future Spider saw a large creature falling toward the ground, Deadpool standing on top of him with his arms crossed and Twilight and Luna flying toward them. "What the shock is that!?"

"Oh crap." Barry whispered in disbelief.

The Human Torch and Iceman backed away, allowing the Flash to use his hands to spin a small tornado to catch the giant creaure, or at least slow their descent. The monster fell on its back, with Deadpool poking his nose. "Boop. You're not a lovable pony, but you will do for now." the mercenary laughed. Doomsday growled, grabbing Wade by his head and threw him aside.

"Doomsday." Barry hissed.

"Who?" Johnny asked, seeing Twilight and Luna land next to their group.

"A creature powerful enough to stop Superman, apparently." Twilight explained, "At least, that's what Peter and Batman said."

Luna shot at Doomsday, "We have to hold him off until Superman can dispose of him."

"Great. Now we're stalling. This just gets better and better." Miguel said sarcastically. He and Sunset were the first to leap, ready to attack Doomsday. Barry dreaded this, knowing first hand what this creature was capable of.

Spider-Man looked back for a second, "Oh man, I hope they're fine." he muttered. "Doomsday doesn't kid around. My leg is still sore." he quietly whined.

"They'll be fine." Logan growled his assurance. "It won't be fer long, bub." he added.

"All Justice League members to Metropolis, this is Batman. Doomsday is here. Any and all members hurry." Batman ordered through his communicator. "Give them a minute."

"Now, anything at all?" Logan asked.

Batman gave him a silent nod to Logan's question, using his Detective Vision to scan the immediate area. "Wait a second..." he slowly walked forward, placing a hand on the wall. "This is lined with lead, which can't be scanned by my cowl or even Superman's X-Ray vision. Why didn't I see this before?" he wondered aloud.

"Because Lex hid him in the most obvious spot? He's a bigger dumbass than I took 'em for." Logan admitted. Batman pressed his hand on the wall again, a small segment of it sinking in. Spider-Man watched as a secret door opened itself.

"That's not weird at all." he gulped, seeing a staircase. The three nontheless walked down the stairs, entering a small laboratory. "Yeah, not weird at all." he repeated.

Batman scowled, "This must be where Lex was hiding Superman and Doomsday." he turned his head, seeing a window. He walked closer, his eyes narrowing at the red glare. Spider-Man and Wolverine looked as well. "There." he pointed.

The heroes saw a man, tied in a strap-jacket, unable to move, only able to eat from a mechanical claw. His eyes were bagged, and an eternal frown was on his face. "He's trapped under a room with a light as powerful as a Red Sun, which weakens his abilities and can kill him if over exposed. Luckily, it seems Lex only used enough to weaken him. Once we get him out, the sunlight should bring him back to full strength." he explained.

"We should get his attention. Show him that even though he's down. The world can still hope." Spider-Man decided. He tapped his knuckles on the glass, getting Superman's attention. "Yo, Supes! We finally found you, don't worry!" he comforted.

"S-Spider-Man...?" Superman questioned, "I-I thought you were in another world."

"I'm back. But I'm not alone. Got Wolverine and an old friend of yours." Peter said.

Superman managed a smile, seeing who it was, "Been a while, Bruce."

"The world needs you, Clark. Just give me a minute, and I'll deactivate the miniature Red Sun." Batman responded, using his Cryptographic Sequencer to begin the process.

Spider-Man rubbed his neck, "I feel calm, but why is my Spider-Sense going off?" he asked himself. Suddenly, a clanging sound was heard, surprising the heroes. Superman turned around, wondering what was happening, only seeing gas.

"God damn it!" Logan shouted in between coughs, "Nerve gas! Get outta here, kid!" he ordered, collapsing on the ground after a clanging spund was heard.

'Oh man. His healing factor can't work if his lungs and brain can't function. How did whoever did this know?' Peter thought, looking for Batman while holding his breath. He saw Batman already on the floor. 'Oh no... I gotta find the guy who did this quick! I can't hack this in time!' his brain shouted, shaking the unconscious Batman.

"Spidey! Look out!"

Spider-Man was unprepared for a slam to the back of his head, knocking him out as well. Superman scowled at the person standing on top of Batman, seeing the gas mask covering his smile. "Oh, sorry for the hopeful moment and being late, but I had to make a quick detour before I got here!"

"Joker." Superman growled.

"Who else!?" Joker shouted, lowering himself to face Batman, who was still. "Now look, Batsy! This war is over, starting with you and your friends here! What a riot!" he laughed, raising himself before looking at Wolverine.

"I even got through to the furball!" Joker taunted, slapping Logan's face with no reaction from the mutant. "Wade wishes he could do this." he said. Then, he walked to Spider-Man, declaring one last thing to the wall-crawler.

"After so long, we could have a rematch. And I. Win. Again!" the Clown Prince of Crime laughed. "I'm gonna have so much fun!" he carried the bodies on by one to his destination, Superman unable to do anything at the moment.

A small smile was seen on his face anyway, "They'll do it. I was a symbol of hope, but now I can place my hope on someone else. Glad to know they handled things while I was gone."

Man of Steel, Part III

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Spider-Man's eyes snapped open, him feeling the blood rush to his head. He moved his head, seeing that he was upside down. The wall-crawler was unable to move his arms or legs, feeling something keeping him still and holding him. "What the--?" he muttered, his brain trying to pick up what happened.

"About time you woke up." said Batman, who was also tied up in the same bind of rope.

Wolverine grunted, "Can't get out. The two of ya are in the way of my claws. Joker really thought ahead."

"Wow. We're all tied to the same rope. Something tells me Lex and Joker ran out of their supervillain budget." Peter joked, struggling to move his arms.

"Of course you'd find a way to joke at a time like this." Wolverine sighed.

"Oh, I agree! I love a good joke!" shouted the Joker, stepping into the room, holding a remote of sorts. "A shame that I'll have to hear them no more!"

Batman scowled, able to see his nemesis, "Joker. We're getting out of this!" he declared.

Joker raised a hand, "I wouldn't do that if I were you, Bats!" he tempted, pressing a button. Suddenly, the floor underneath the heroes opened up, revealing a vat of acid below them. The Clown Prince of Crime stood on a platform to watch.

"Wow. A vat of acid? You're all about old-school villainy, Joker! Seriously, nothing unique?" Spider-Man quipped, but he stopped once he felt an elbow hit his ribs.

"Just shut it, kid." Logan warned.

"I'm glad you approve, Spider-Man." Joker responded, "Just be glad you're not the only ones here to witness it! I'm sure he'd get a kick out of your jokes."

Batman frowned, "What do you mean by that?"

Joker placed a hand over his mouth, "I wasn't ready to ruin the surprise, but what the heck?" he asked rhetorically. "Here's the reason why I made my little detour." he pressed another button, lowering a cage where a man was trapped in.

"You son of a bitch." said the man, gripping onto the iron bars as hard as he could. "When I get outta here, I'll make sure that clown girlfriend of yours won't recognize you!"

"Frank?" Peter wondered.

The Punisher lowered his gaze, seeing the three trapped heroes. "You did such a good job, Batman." he snarled sarcastically. "Now we're gonna die. If you just ended him we wouldn't be in this goddamn mess!"

"I told you, Castle. It's not up to me to decide!" Batman snapped.

"See where that got you, Bats?" Joker taunted, "I gave you plenty of chances, but you always backed down! One day, I will make you cross the line. Hell, maybe if I get bored, I'll see if Superman will!"

Wolverine grunted, "When I get outta here, Joker. I'll end you myself!"

"I like to see you do that, Furball!" laughed Joker, raising a hand to place his palm on his face.

Spider-Man groaned, "Damn it. If I can just get free." he said, continuing to squirm. "Logan, can you move your claws?"

"No can do, kid. If I do, I may stab ya." Logan answered.

"Wonderful."

The Punisher leaned forward on the bars, seeing the large vat of acid sitting below them. "Son of a bitch. I just gotta get myself free." he whispered. He moved his hands around his jacket and pocket, 'Damn it. The clown thought ahead. Got rid of my weapons.' he moved his head down, seeing his arsenal. 'Bingo. Now if only I had a way to cut these bars open.'

"Psst." said a strange voice to Frank's ear. Castle moved his body around, wondering who it was that said that. "Hey, Castle. I wasn't expecting you here." the voice continued to mutter,

"Who the hell is that?" Castle questioned.

"C'mon. You don't recognize me?" a speck revealed itself on Punisher's shoulders. "It's Scott. Black Cat and I overheard all this nonsense before we got out. I flew in here on some bugs once Joker lowered the cage. I may have a plan to get you a way out of here."

"And what'll that be?" Castle wondered.

"Black Cat's gonna distract Joker and take the remote to hide the giant, cliche vat of acid you're hanging over. I have a few special disks I can use to shrink any object. I can bring you your weapons and free the other three, but you're going to have to play along." Ant-Man whispered into Frank's ear.

Punisher rolled his eyes, "Fine. Make it quick."

Ant-Man nodded, jumping onto a bug he summoned with his helmet. "Awesome. It'll be a moment."

Meanwhile, Spider-Man continued to bicker with Joker. "So, Clown guy. Why do this, huh? I thought you wanted Batman alive for some yin and yang nonsense?" he wondered.

"Oh, I'm just venting out some frustrations right now. The Legion of Doom wanted me to do this, and how could I pass on such an amazing opportunity?" he asked.

"Yer really sharin' banter with this clown, Parker?" Wolverine sighed.

Spider-Man attempted to shrug and whispered, "Sorry. It's like I'm stalling or something!"

"Stalling for what?" Batman muttered so Joker couldn't hear their conversation. Spider-Man slightly moved his head, making Batman and Wolverine do the same to see what he was talking about. "Hm. Alright. We'll play along."

The trio saw Black Cat cling to the ceiling with her claws, keeping out of sight of the Joker. "You owe me big time, Spider." she huffed, crawling around.

"So, you think that arguing with me will convince me to free you? Tempting offer, but not today-- huh?!" Joker gasped, seeing two feet collide with his face, launching him to a wall, him sliding down on it in a goofy manner. The Clown Prince of Crime rubbed his head, seeing Black Cat picked up the remote. "Another cat? Pheh, you heroes have unoriginal themes."

"Says the psycho clown with a vat of acid while we're tied up and in a cage!" Spider-Man shouted. "C'mon, you Legion of Doom could've done better."

"I thought we told ya to shut up, Parker?!" Wolverine hissed.

Black Cat shook her head, "Nah. Keep on talking, Spider. I can see his pale face turning red with rage." she smirked, pressing a button. The vat of acid underneath the heroes closed up, bringing relief to the four trapped heroes. "Angry much?"

"Yes. Very much so! This was supposed to be my big break!" Joker whined. "But all you do gooders get in my way every single time! I'ce had it!"

"Remember what I told you in Arkham, Joker?" Batman questioned the clown.

"Wait... Which time?" Peter commented. 'Seriously. Do supervillain prisons have revolving doors?' his mind joked.

Batman ignored the remark, moving his arms so the scallops on his gauntlets cut apart the rope. 'I had to wait for the right opportunity. Joker could've done anything with that strange remote, but it seems he forgot an obvious flaw. We had back-up. He's alone.' he thought, tearing apart the rope, freeing the three. Spider-Man flipped so that he landed perfectly on his legs, Batman opened his cape for a second to lower his descent, while Logan landed on one knee, somehow absorbing the impact of the fall without harm.

"I'd never let you win... Never." the Dark Knight continued.

Meanwhile, an army of bugs flew up to Punisher's cage, Ant-Man gre back to normal size once he was back in, handing Punisher all his weaponry. Castle smirked, seeing Black Cat lower his cage and opening it allowing him free. Ant-Man stepped out as well, crossing his arms in satisfaction. "It's like six to one, Joker. You should give up." Scott said in a stern tone. "You're way outnumbered."

Joker got to his feet running after Black Cat. Felicia hopped backwards, tossing the remote to Castle, who blew it up with a bullet from his shotgun. "You..." the clown hissed. "Give that back, or else!" he warned them.

"Are ya really in the position to give out threats, bub?" Wolverine threatened, revealing his claws. He pushed Joker to the wall, putting his other fist underneath his chin.

Logan felt something press on his shoulder, he turned his head, seeing Punisher pushing him aside. "I'll do this. He has this coming!" he declared. Spider-Man's eyes went wide. Then, he saw Castle tackle Joker to the ground, holding his suit with a fist. He reared his other fist behind his head and punched Joker. He saw the clown laugh, and he continued with each punch.

"Alright, clown! It's about time you pay for your sins!" Punisher ordered, punching Joker again. And again. And again. He didn't stop. Joker's face was a bloody, beaten mess. Batman walked forward, holding Castle's fist with his hand.

"That's enough, Castle." Batman warned.

"No, Bats..." Joker coughed, "Let him end me. He'll show you what it means to cross that line. The one you were too scared to pass!" he taunted.

Felicia rolled her eyes, "Should we leave this to them two?"

"I say it's for the better. If he didn't step up, I would've." Spider-Man revealed.

Punisher pulled out his pistol, aiming it at Joker's head. "I can end this now. Do the deed you were too much of a coward to do yourself." he decided.

Batman spoke, "If you do this, Castle. I'm taking you to the Justice League to be placed under arrest."

"Tell me that when I give a shit!" Frank hissed.

Spider-Man shook his head, "Come on, Castle. Do make us get into this debate, now. You know most of us will take you down, in about five seconds."

Punisher looked at Peter, then Bats, then the Joker. With a sigh of defeat, he lowered his pistol. But he punched Joker once more, knocking him unconscious. "Just this once. But if I see him in my crosshairs again, and you're not around. I'm pulling the trigger." he warned the heroes, but Wolverine spoke up.

"I ain't arguin', bub."

Ant-Man rubbed his head, "So... What do we do with him?" before his question could be answered, Joker's unconscious form vanished in a yellow light. "Uh, nevermind then. There goes that idea." he groaned in annoyance.

"Anyway..." Peter trailed off, "So, I guess you two caught wind of Joker before he caught us. Nice. But we got bigger things to worry about right now."

"Doomsday is outside as we speak. I'll go free Superman from his prison. The rest of you should go ahead." Batman ordered.

"I'm staying. Just in case something else is hidden here." Spider-Man decided.

"Fine. Just don't get in my way."

Spider-Man and Batman walked away, leaving the other heroes to their own way. "Doomsday's out there. I'm sure, the others can't beat 'em on their own."

With a sigh, Punisher loaded his shotgun, "If I get away from him, I think I'm good."

The Human Torch threw a fireball in Doomsday, the monster absorbing the heated blast. "That... Was supposed to burn you." he gulped, seeing the creature reach out for him. A fireball like his was aimed at him, but Johnny swerved away, creating a fire trail in his path. Twilight used her magic to deflect the flame orb, aiming it at the sky. "My bad, Twilight." Johnny apologized.

"So Doomsday can replicate our abilities." Luna sighed, "This may have proven more difficult than I anticipated."

The Flash nodded, "Yeah. Doomsday's no push over. It usually takes most of the Justice League to put him down." he turned his head. "But give me a minute." he then ran off, circuling the building, needing time to perfect his ability.

"A minute it shall be!" Deadpool commented, shooting Doomsday. Bullets bounced off the monster's body as the Merc with a Mouth ran closer to him. Wade pulled out both of his katanas to strike the monster, but the cuts made were healed instantly. Doomsday roared as Deadpol groaned, "Hey! I'm supposed to be the one with the awesome cartoony healing factor! No one else!"

"This guy also ripped off our style!"

"I think a lot of abombinations have healing factors."

"But still!"

"You're not very bright are you?" Ben questioned, shooting some webbing in Doomsday's direction. The killing machine ripped apart the webbing before he could reach him, but this gave the Scarlet Spider an opportunity to kick him while he was distracted. Before he hopped off, he planted one more kick with his other foot. "You would make a great footstool!" he joked.

Sunset appeared behind Doomsday, shooting a beam of magic in his direction. He seemingly absorbed it. Doomsday turned around, stretching out his hands, but as it nearly hit Sunset, something appeared in front of her. A hologram. She looked to see Spider-Man 2099 standing next to Doomsday, using his Accelerated Decoy to distract the killing machine. He proceeded to scratch him with his talons, backflipping before driving his knee into his spiked jaw. "Watch where you shocking point that thing, you bithead." he told the monster.

"You alright?" he asked Sunset, who nodded.

"Yeah, I think so. How do we stop this thing?" she wondered.

"Tartarus if I know." Twilight sighed, teleporting next to Sunset. "I hope Peter and the others come soon. If nothing happened to them."

Iceman created an ice path, Spike flying next to him. "Nothing's happened. Knowing Pete, something caught his attention, but he and the others will be back."

Spike hissed, lowering his body to face Doomsday. "You may be tough, but I'm a giant dragon!" he stepped on the killing machine, but Doomsday raised his arms, lifing up the dragon's giant leg. "Woah! What the heck is this thing?!"

Iceman used his powers to freeze the monster's arms, but Doomsday continued to push up as if he wasn't being frozen. "What the hell? That's not natural!"

Twilight gritted her teeth, and she and Luna combined their magic to shove Doomsday, using their magic to hold him down. The monster struggled to move as Spike lowered his foot, succeeding in stopping him. He raised his leg, seeing Doomsday lying on the ground in a small crater. "That should keep him down." the dragon sighed.

"Uh, you may want think about that." Scarlet Spider noted, seeing Doomsday get up. "Oh come on!"

Doomsday shoved Spike aside, pushing him through the wall of an empty building. Twilight hovered using a flame spell with the Human Torch to try to burn him. "No one hurts Spike!" she declared, seeing Johnny extend his hands as well. The fireball hit Doomsday, actually knocking him back somewhat.

"Together! At once!" Miguel ordered.

Scarlet Spider hopped up, driving his elbow at Doomsday's chest. "Too slow!" he mocked, flipping over his arm. He dug his fist into his shoulder, cracking some of the bone protrusions on his body. "This is really disgusting, but I don't care right now!" he flipped away, seeing Luna flapping her alicorn wings from above.

"Thou shall fall, vile creature!" she yelled. She extended her hands, using a concussive spell, creating a small shockwave, stunning Doomsday. The monster screeched, "You will not harm another living creature as long as we stand!" she created another small shockwave, forcing the killing machine to planet his feet firmly into the ground.

"Outta the way, Moonbutt." Deadpool ordered. "Let a cool guy show ya how it's done."

"You dare call me that?!" Luna groaned. She dropped the topic, seeing Wade teleport on Doomsday's back, then getting grabbed, his face slammed onto the ground.

"Not again." moaned the mercenary. He teleported again, appearing behind Doomsday, katanas in hand. He dug them into the creature's back, but the monster didn't budge. "Okay, normally, you would be screaming bloody murder. I know I would."

"Healing factor..."

"We just wanted to be sure!"

Deadpool gulped, seeing Doomsday turn around. The monster grabbed him by his waist and threw him like a ragdoll. "Why is it always me?!" he shouted, flying into a wall.

Twilight rolled her eyes, standing next to Spike, who flew back into the battle. "How can this thing take so much?!" the dragon wondered, prompting the sorceress to answer.

"I wish I knew... But he could cause a lot of damage." she shot a bram in his direction, making him cringe slightly. "Magic can only do so much to him."

Spike tried using his fire, but like before it did nothing to affect Doomsday at his state. "Why do I even bother?"

Human Torch and Iceman stood next to each other, "You try, bro! That's all that counts! But let a real fire user show you how it's done!" he flew around Doomsday, the monster trying to grab him. Iceman threw stalagmites at him, the sharp cold projectiles sticking to his body before melting by Johnny's powers. "Okay, I admit. I should've thought this through better!" he said, before taking a punch from Doomsday, cracking sounds echoed as his fist collided.

"Johnny!" Bobby, Spike and Ben shouted. Luna warped next to Johnny's form, seeing him breathe.

"He is well. But we should be wary."

Johnny coughed, "I'll be fine. Knock him one for me!"

"You're not dying, dude." Bobby remarked.

"So?" Human Torch retorted.

Then, the Flash stopped running, moving his arms so that his lightning trail was tossed. Doomsday was unprepared and was sent flying by the lightning before it vanished. "Yeah. That should keep him down. For at least a couple seconds."

"At this point, we're going to need more than a couple seconds." Sunst commented, shooting Doomsday with more spells, one of which was a powerful beam. Spider-Man 2099 appeared next to him thanks to his enhanced speed and punched the killing machine once before vanishing instsntly.

"Yeah, but he's not letting us have that much." Miguel grunted, seeing Doomsday stand up. "God. Superman better be worth the effort at this point."

"He will be." The Flash assured.

Twilight stood in front of Barry, nodding. "Well, it shouldn't be much longer at this point. Let's continue on." she hovered, shooting Doomsday with an ice spell. Scarlet Spider agreed and used his webbing to trap the monster in a coccoon.

Batman and Spider-Man ran back into they found Superman in. "Let's make this quick, Bats." Spidey said, seeing Superman wait in his large cell.

"With pleasure." said Batman. He knelt down, grabbing his Cryptographic Sequencer and pointing it near a keypad. He pressed a few buttons in order to hack a keycode. With a beep, the red light on the keypad turned green.

With that, Spider-Man kicked the door open, seeing a smile on Superman's face. "I knew Joker wasn't much of a challenge." he told the two while the heroes removed the strap on his jacket in a matter of seconds.. "Thank you."

"No problem, Supes. We couldn't leave you like this." Peter responded.

Superman wrapped an arm around Peter's shoulder, him being too drained to move on his own. Batman mirrored his actions, helping Superman stand up. "Come on, Clark. The world needs you now than ever."

"Does it? It seems you did fine." Superman reminded them. "What happened while I was gone? And why is Spider-Man here?"

"The Legion of Doom came to his world, putting the Avengers under mind control. We've been in a strange world called Equestria, where the Legion has been hiding out in. We came here as soon as we knew we were in the clear." Batman explained, walking up the stairs.

"But right now. We have bigger problems. Doomsday is out there, attacking our friends. I think Bats already put out a call for the Justice League, so hopefully someone responds." Spider-Man added.

The three found themselves back in the room where they found Doomsday. Superman raised his hand, absorbing the energy of the yellow setting sun. "It feels... Nice." he felt the energy come back to him. Spider-Man smiled under his mask, seeing his inspiration come back at full force after being absent.

Then, he ripped off the jacket, revealing a red 'S' symbol on the chest of a familiar blue suit. A red cape was seen hanging off his back, strapped to his neck around the shoulders. "Lex should've taken this off when he captured me." joked Superman. "Thank you both." he looked put the broken window.

"Let's stop Doomsday." Spider-Man announced.

The sound of an explosion hitting Doomsday got the attention of the heroes. Twilight turned to see the Punisher standing there, rocket launcher in hand. "Castle? Why are you here?"

"Joker kidnapped me. I don't want to talk about it." Frank explained briefly, shooting Doomsday more next to Deadpool, who mirrored his actions with his pistols. "Now, why the hell are you here?"

"To save Superman! Duh!"

Castle rolled his eyes, "The ultimate boyscout. Wonderful." he spat.

Ant-Man and Black Cat ran next to Wolverine, the X-Man slicing Doomsday's skin as soon as he got out. "What's the progress on this thing?"

"Not much." Bobby replied. "Everything we do, he seems to ignore."

"That is one butt-ugly monster." Scott joked.

"We can agree on that." Sunset responded, using concussive spells the killing machine.

Twilight appeared in front of Doomday, using an enhancement spell on her fist to uppercut Doomsday, her fist colliding with the monster's jaw, causing his spikes to shatter slightly. Before the monster could counter, Luna created a forcefield around her. "We have to end him, now." the princess said.

"Yeah, and we should be able to do that with all of you here."

Then, to their surprise, Doomsday began to glow. Barry gulped, trying to punch the monster with his super-speed barrage, to no effect. "He hasn't done that before."

A large, powerful beam then was shot out of Doomsday. Everyone avoided it's straight path. But Miguel said something as it neared him. "Oh shock..." he gulped, seeing Sunset ready a forcefield around him, but something else happened.

The beam vanished somehow, the particles vanished in almost an instant, revealing a figure standing, their arms raised an x formation, with their bracelets covering their face. She was a warrior. "Who the shock are you?" Miguel blurted out the question.

"Wonder Woman?" Barry asked.

Diana smirked, lowering her arms, "It's nice to see you again, Flash. But it seems we have a monster attacking." she reached for her back, grabbing her sword and shield.

"Are you a friend of Batman's?" Twilight asked.

Wonder Woman nodded, "Yes, stranger. But I will have introductions later. Right now, Doomsday must be eliminated."

Another sound caught Diana's attention, seeing a blur fly out of the window above her. She saw something tackle Doomsday away from the group. Leaving the Equestrians to look at amazement, while the heroes of the two Earths saw who it was. Spider-Man swung down, landing next to Twilight, while Batman glided down next to Wonder Woman. "It's about time you arrived, Diana." the Dark Knight said in a stoic tone.

"I got your message. The rest of the league should be arriving soon, so for now, allow me to stop Doomsday." Wonder Woman commented. She saw Batman grab his Remote Electrical Charge. The area around them was in flames, empty cars burning and the evacuted buildings drawing no attention to the area near the docks.

Superman revealed himself, hovering adjacent to Batman and Wonder Woman, all ready for their first battle together in a while. The Trinity had been reformed, and the other heroes decided to leave matters to those three.

"Is that Superman?" Twilight asked.

"Yep. Fer now, Doomday's done for." Logan answered.

Spider-Man 2099 shook his head, "Finally. A break from fighting this shocking monster."

"Superman is back." Peter cheered. "Nw if only we can save the Avengers, wherever they're at."

Batman ran forward, seeing Doomsday charge after the Trinity. The Dark Knight used his Remote Electrical Charge to stun Doomsday with electric orbs powerful enough to stop him. The vigilante gave the monster a right hook before adding a roundhouse kick to his chest.

The Dark Knight uppercutted Doomsday jaw, "Diana! Now!"

Wonder Woman smirked, jumping after Doomsday. The Amazonian reared her sword back, her shield in front of her. She sliced horizontally, creating a small cut on the monster's body. The warrior spoke, "I shall make you pay for the damages made." she commented, putting away her weapons.

The Amazonian used her lasso to wrap Doomsday around, trapping him long enough for Batman to punch him while he jumped. Wonder Woman pulled Doomsday toward her once the Dark Knight landed, uppercutting him before spinning him around her. She released her lasso, and dug both of her fists into Doomsday's body, having landed on him after leaping. "Let's end this."

Batman used his Remote Electrical Charge to stun Doomsday, while he slowly got up. "Now Superman!"

Superman nodded, tackling Doomsday again, this time ascending. "Doomsday! I'll make sure you won't harm another living being as long as this war is on!" he punched Doomsday, then again. Again. Again. Each one created a shockwave and they pushed each other further upward, until they were in space.

"Now." Superman said, moving his fist back. His hand collided with the silent monster, then he used his super breath to push Doomsday away from him. Then with one last combo punch and kick, he forced Doomsday into the vast reaches of space. "You'll be back. But I need a long break from you."

A few minutes later, Superman descended with the other heroes. "I take it you're all the ones protecting the worlds?" at their nods, he continued, "Thank you all. I say we should debrief at the Hall of Justice."

"You're Superman? That was so cool!" Spike complimented.

The Man of Steel smiled softly, "Thank you..."

"Spike."

"Thank you, Spike." Superman finished.

Wonder Woman grinned, "Let's celebrate for now. We'll clean up thr mess first."

"Aw..." Deadpool whined.

"Then, we can go to the hall." Batman said.

Johnny and Bobby looked at each other, "Do we have to clean?" Johnny asked.

"If you would stop whining." Twilight groaned.

"Well, I'm finding a way back to my world." Punisher said. "Get that freaking portal soon."

"What ragtag group do we have now?" Ben asked.

Superman looked at Batman, "Quite a colorful team you have here." he joked.

"It wasn't my idea." Batman growled.

Wonder Woman chuckled, "You must be Spider-Man. It as been a while."

"Yeah, it has. Ever since our worlds crossed." Spider-Man said.

"Your worlds are really different." Twilight commented, "It's a pleasure to meet you both. My name is Princess Twilight Sparkle. That's Princess Luna and Sunst Shimmer, and Spike." she introduced.

"It's a pleasure to meet you all. I assume you're from the world Spider-Man went to?" Superman wondered.

"Yes, but we should explain more when we have downtime." Batman told them.

Spider-Man and Twilight nodded, the wall-crawler thinking, 'It feels good. A big victory happened today. We saved Superman, reunited a team and stopped Doomsday. Now, we gotta find the Avengers.'

Meanwhile at the Hall of Justice

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After clearing up what happened in Metropolis during the battle against Doomsday, the heroes returned to the Hall of Justice, where they shall have another portal opened. Frank sighed, sitting down on a chair, awaiting Fate to speak. In the meantime, Spider-Man wanted to fill Superman in on the details he missed. The Man of Steel nodded, understanding the dire situation.

"I must thank you all again." the Kryptonian began to say, "Lex, Loki and the Legion of Doom have gone too far this time. I'm still wondering why he's after your world Princess Twilight."

Twilight raised a hand, "Please just call me Twilight."

"Okay then, Twilight. I take it you four are the only ones from your world here?" Superman asked.

Luna nodded, "Yes we are. The rest of our friends are watching over our land while we attend to everything happening here." she explained to the alien.

Wonder Woman looked around, "I assume you four are protectors of this different world?"

"Yeah. Back in Equestria, Twilight and the others wield artifacts known as the Elements of Harmony and were Equestria's only heroes until Spidey arrived." Spike explained, fidgeting in his spot so he could get comfortable in the giant hall.

"I see..." Superman blinked, "It's a pleasure working with you again, Spider-Man. Do you know where the Avengers are at?"

Logan shook his head, "Sorry, boyscout. Last I heard, Natasha and Clint were the last two standin'. The others are under Loki's mind control." he explained.

"Then that's our next priority." Batman said, "The Avengers are out there. Once we find them, our teams can finally end the Legion before more damage is done."

'That may prove harder than you thought.'

"Doctor Fate?" Superman wondered.

Fate spoke again, 'Ah, Superman. It is great seeing you up and about once more. I have come with more dire news from Strange. Hawkeye and Black Widow were detained as well, and he can't track the Avengers anywhere now.'

The Flash sighed, "There goes that plan."

"All hope may not be lost, Barry. We will stay until we know for sure we can find them." Luna commented.

'I have a portal ready for Mister Castle, you may leave now Frank.' after Fate said that, a vortex opened up. The Punisher stood up from his chair and with a grunt he spoke.

"Thank God. Don't screw this up." he said before jumping in, the portal closing behind him.

"Party-pooper." huffed Deadpool.

"Frank's a pessimist at heart it seems, Wade." Twilight reminded him.

Spider-Man crossed his arms, 'No kidding. He makes Batman a friendly face at parties.' he mused. '...Now I should trick him to going to one of Pinkie's parties.'

"Enough about Punisher." Wonder Woman said, "We have three worlds at stake right now: Your Earth, this world, and the strange dimension you called Equestria. We're still searching for any hero that may have been put under Loki's control here, so it would be best if the Justice League stays here for the time being."

"Agreed. We have some friends who can cover for us back in Equestria, and my world has heroes still. The few of us here will be covering all three as best we can." Spider-Man explained.

"It would be a wise move." Superman agreed, "Though, we should do our best to check in every major city where heroes reside. Hal is at Coast City for instance while the other Lanterns are patrolling space in case of Sinestro."

"We know Oliver's back in Star City." Barry added.

Batman spoke next, "Nightwing is in Equestria for the time being."

"Us random heroes are here." Ant-Man commented, "The Guardians of the Galaxy, Quicksilver, Kaine and Eddie are back in Equestria with the ponies and Nightwing."

"J'onn is at the Watchtower, monitoring things from above." Wonder Woman revealed. "First we will settle you all into this world, and ensure that nothing has gone awry."

"Sounds reasonable. But where are we going to go?" Sunset asked, "We're kind of a large group, if you couldn't tell."

"Thank you, captain obvious." Miguel muttered, earning an elbow poke from Sunset.

Superman smiled, "You can all rest here for the time being. We have some rooms in here and the Watchtower, but if any of you are needed in an emergency we will alert you. In the meantime the three of us should continue the search while you all rest. You've been covering most of our slack after all." he chuckled.

"Not me. I'm going back to Gotham." Batman responded. He placed a few objects on the table. "Here are some spare communicators in case you need to get in touch with any of us."

The Man of Steel nodded, "Good idea, Batman. All of you stay safe. And Spider-Man?" the wall-crawler looked at him, "You're in charge while we're gone." he teased, patting him on the shoulder.

Spider-Man stared blankly, "You're so awesome. C-Can I be your sidekick?"

The Man of Steel grinned at the wall-crawler as he, Batman and Wonder Woman left the Hall of Justice. Twilight rolled her eyes in a playful manner when the Trinity weren't looking, "You're such a fanboy, Peter." she teased.

"You know you love it, Twi. Plus, we were talking to the coolest superhero ever!" he whispered.

"So... We're all living in the Hall of Justice?" Ben asked.

"Not bad living space." Black Cat admitted.

Peter nodded, "I guess so. All we're missing is a narrator."

"I can handle that!" Deadpool shouted.

Sunset groaned, "I think this may have been a mistake. We go from a small treehouse to giant superhero lair. Are we destined for strange living conditions?"

"Remember when we lived in Strange's Sanctum Sanctorum?" Peter reminded Sunset.

Spike raised a brow, "There were like only six of us then. Now we have like fifteen people!" he yawned, "But I'm beat. I may just crash here in the meantime."

Luna looked out the window, seeing the night sky. "It is still strange having the sun and moon move on their own rotation without my sister and I moving it."

"You move the moon?" Barry questioned. "That sounds... crazy."

Miguel shook his head, "I couldn't shocking believe it either."

"Just go with it, Barry." Ben simply told him. "I've only been alive for less than a year and even I know when to stop thinking. Then again, that tends to happen when you work for Pinkie." he chuckled, rubbing the back of his head.

"Anyway..." Twilight trailed off, changing the subject, "If there's enough room, I say we should split up. " she decided.

"That would depend on how big the Hall of Justice really is, honey." Peter reminded his wife. "I've only ever been in here once before. It's as big as Avengers Tower."

"Seems that way, huh?" Logan added. "I probably won't be gettin' shut-eye. Spike and I will most likely keep an eye on things out here just in case someone decides to stop by."

"Hey, I'm here as well. I can vouch for you in case there's a League member here unaware of you guys." The Flash said. "I'll most likely take you guys to Central City soon anyway. In the meantime, I'll probably crash on the sofa."

"I get top bunk!" Wade called out.

"Of course you do." Felicia groaned.

"Wade. We don't even know if they have bunk-beds." Luna reminded the mercenary.

"Yeah, dude. Plus, I call top bunk." Ben corrected Deadpool.

"No can do, Scarlet! I get to have a whole room all to myself." Deadpool ordered, making Ben cross his arms. "And that's how you win an arguement."

"I guess I'm sleeping on the ceiling." huffed the clone.

"Wait..." Peter realized something, removing his mask, "Where do we get clothes? Are we just sleeping in our costumes? Cause that would be pretty disgusting." he said, 'Except Wade. I think he prefers the costume on. So the bad guys won't see him bleed or whatever it was he told me that one time.'

Twilight nodded, "Yeah. It would be weird being in our costumes all the time." she faced the Flash, "Barry, you're from this world. Can you help pick us some clothes?"

"Wait what?" Barry blurted out. "I can't shop for everyone here! And your secret identities won't even matter here anyway! You're on a different Earth, and some of you don't even have secret identities!"

"News flash, Flash. Heh, obviously I have one." Ant-Man corrected him. "And Ben, but I don't even know since he hasn't even been to an Earth before. Last thing we need is to go to some clothing stores looking like we're about to head to New York Comic-Con. It'd be pretty embarrasing." he sighed.

Sighing, the Flash responded, "Okay. How about this? Give me your measurements and I'll pick something up later."

Miguel raised a hand, "Hold on, Barry." he said. "Lyla. Hide the costume." after saying that, O'Hara suddenly appeared in a simple shirt and a pair of jeans. "I'll come along to help. Now, the issue is getting you three some clothing." he revealed, gesturing to Luna, Twilight and Sunset, who all looked at one another for a second before glancing back at Miguel and Barry curiously.

"What do you mean?" Luna wondered.

Peter decided to speak up, "I don't think those two are comfortable shopping for you three without a chaperone."

"Oh." Twilight blushed, "I see."

Sunset cleared her throat, "I'll go."

"You sure, Red?" Logan asked.

Shrugging her shoulders, Sunset continued, "Yeah. It won't be that hard to do. I can handle a few strange glances."

"Ah." Ben said, "You three have fun. From what Peter and Eddie told me, it's not very exciting."

"Actually, there's one more issue. Who's gonna pay for it? I'm pretty sure this Earth won't accespt bits as actual currency." Twilight reminded the group.

"I could burgle some money." Ant-Man joked.

Scarlet Spider rolled his eyes, "Yeah, sure." he said sarcastically,

"It's a good idea, I think." Deadpool agreed.

Luna raised her hands, "We are not resorting to stealing, Ant-Man. Perhaps Batman or Superman has a solution."

"It was a joke, Luna." Scott sighed.

"Yeah, try talking to him. Though, he may not be happy with the idea." Barry responded.

Peter raised a hand, "Hold on, I'm getting in contact with Batman now."

"What is it?" said Batman, his voice echoing through static.

Rubbing the back of his head nervously, Peter continued, "Hey, Bats... We came to a realization that we need materials like food and clothes. D-Do... You think you could lend us a couple bucks to keep ourselves going while we're here?"

Silence was heard on the other end, everyone looking at each other in worry. That is, until Batman spoke. "Fine. I'll give you a million to start with. Don't waste it." he decided and warned to each hero listening to his words.

Then, Peter, without warning, fell on his back with a loud thud. Twilight kneeled down to check on him. "I'm rich... Again." he mumbled, his head shaking. Deadpool looked at him, wondering he was seeing stars circle around his head.

"What happened?" asked Batman.

Twilight chuckled, "He fainted. Again. You should've sen him when Tony Stark offered him the same thing before he left his Earth." she then put the communicator away.

"Look at that. Something finally made him collapse." Ben joked. "C'mon, bro. This happened before?"

"Let's get him to a bed." Miguel said. "Then the three of us should head out once you get everything settled." he told Twilight and Luna, who nodded in a agreement.

"Luna. Could you lend me a hoof- um, hand?" Twilight suggested, gently picking up Peter with her magic.

Deadpool looked to his side, seeing Spike blink in confusion over what happened. "You have fun there, dragon guy." he told the dragon, who waved and gave a thumbs up. "We'll be back after these sponsored messages."

"Should we do a transition now?"

"Yeah, I got the perfect idea!"

Meanwhile at the Legion of Doom...

Discord looked up, "What was that sound?" he questioned, removing his esrs and raising them. When he got no response, he sighed, "That was peculiar."

"What noise?" Tirek asked him.

The draconequss raised a talon, "It's nothing, Tirek."

With Lex, he looked at Joker's unconscious body. "Damn it, clown. I gave you one simple task and you couldn't even do that right. At least you kept them distracted."

"What is your endgame here, Lex?" Sinestro asked the mastermind.

Lex chuckled, "It is of no concern right now, Sinestro. It will be complete soon enough."

"Grundy no like that." Solomon Grundy commented.

The bald genius gritted his teeth, "No one was asking for your opinion, Grundy."

"Okay. I gotta ask. When do the two of us get a shot at taking down the Flash?" Captain Cold chimed in.

Heatwave spoke as well, "Yeah. I haven't burned anything since we fought Spider-Man when we first got here."

Luthor looked at the two Rogues, "Soon enough, actually. First thing in the afternoon, the two of you shall cause some mayhem for the Flash and his friends."

Captain Cold smirked, "Finally. He and I have an old score to settle."

"You and me both." Heatwave commented.

As Cold put away his ice gun, a purple vortex suddenly opened up, alerting the group of villains. "Is this your doing, Discord?" Lex asked the Spirit of Chaos.

"No..." the draconequss answered.

Loki blinked, "It is not of my doing as well. This is something else entirely."

"Then who the hell is it?" Slade pondered.

A head appeared, it's strange design bringing confusion to the Legion of Doom. "It seems I have made a wrong turn." the being said, noticing that he had witnesses. "And visitors. Tell me, where am I?" he asked the group. "In fact, I recall seeing you when our worlds crossed paths." he referred to Loki, "So it seems I am in the right spot."

"First, tell us who you are and why you're here." Discord ordered. "I will not have any uninvited guests in here! You could ruin the surprise!" he huffed.

"Ah, my apologies." the floating head said, "It seems even the likes of you strange beings have manners. Very well. My name is Sigma, and I am a malevolent being from another world foreign from this and the Earths you call a home. I am here because the portals I have controlled brought me to an area with a high magical output."

"Well then, Sigma." Discord retorted, "You're in the dimension known as Equestria."

"Equestria? It seems I have made it after all." Sigma chuckled, "Tell me, strange organic being. Where am I exactly?"

"Tartarus." Loki revealed, "You musn't tell another soul of our hideout. Or you will suffer the consequences."

"I will suffer?" Sigma questioned, "Ha! I've had Maverick Hunters say that to me before. They never survive. Even so, you cannot harm me, for as of right now, I am a living virus."

"A virus? Are you not a living being?" Lex questioned.

Sigma shook his head, "No. I am what is known as a Reploid. An advanced robot from the 22nd Century, now without his body. My motives for being here may conflict unless we resolve our differences."

"Ah. Why are you here exactly, Sigma?" Tirek questioned.

"Power. In my Earth, Reploids are an advancement of technology. So great we cannot reach our full potential. I turned against my creators and formed a rebellion: the so-called heroes of this world call us Mavericks and we must prove ourselves superior to humans. I wish to simply end a rivalry." revealed Sigma.

"A rivalry against whom?" Loki asked.

"Mega Man X..." growled Sigma. "Every single time, that Reploid has gotten in my way! But, I realized. I am too weak in my current state. I need the energy from other worlds if I am to become all-powerful. I have travelled to different worlds already. And have already made an alliance with another scientist, who is seeking powerful emeralds that can harness chaos." he saw Discord smirk at his wording. "But I wish to use this world as well."

"Hm." Discord pulled out a book, "Sorry, buster. I can't fill you in as another distraction for this world before my big finale." he tossed the book aside, it exploding.

"What of our worlds?" Loki asked, referring to the two Earths.

Sigma frowned, "Do not be concerned. I chose not to touch your worlds as your heroes may prove overwhelming. So if you won't allow me, then I'll end you myself."

"Now hold on." Discord said, "I said right now. But I can find a way for you to get in contact with an associate of myself and the Sinister Six. She is a magical prodigy and as a bonus you can look around Equestria, without any intervention from me or my Sinister Six. Just allow me to finish my plan, and she will contact you."

"I agree to your terms. And who should I keep an eye out for?" Sigma asked.

"Starlight Glimmer."

Tirek raised a brow, "Her? Is it wise bringing along a pony with her origins to our cause? She seeks equality, the exact opposite of our end goal." he reminded the draconequss.

"He knows." Loki answered, "It's a matter of using her to further his own goals. I've used minions and masterminds for the same reason, whether cooperating knowingly or not."

Sigma sighed, "I may not enjoy working with creatures such as yourselves or humans. But you prove useful to me. Perhaps, I'll let you all live in what I have planned." after saying that, he vanished in the same purple vortex he appeared in.

Captain Cold blinked, "What the hell was that?"

"Something interesting, that's for sure." Luthor muttered. "But it will not hinder our plan. He may show up again while we're here, but he won't intervene. This is our war. And we will win."

A Night in Gotham

View Online

Peter moved his arm, feeling drained after the kind of the day he and Twilight had. With everyone set for staying in the Hall of Justice, it allowed him and Twilight to get some well-deserved sleep. 'Man... It's been a long day... I hope Mayday's fine at home with the others.' his mind raced, 'But I know I can trust the guys. They'll make sure no one gets hurt while we were gone.'

The young man stretched his limbs, carefully moving out of the bed as to not wake Twilight. "Sorry, honey. But now I need a snack. Hopefully Superman keeps a fridge around here." he joked quietly, sneaking out of the room quietly.

Wandering about, Peter saw Logan leaning on a wall, his eyes closed. 'Huh. So the guy is capable of sleeping. I probably shouldn't wake him right now.' he mused, walking past the mutant. He saw Johnny and Bobby sleeping on the floor, while Barry rested on the sofa. 'I think the others are in the spare rooms. I pity the hero who has to clean Wade's mess, if he made one.' he made a turn, seeing a door slightly open. Curious, he looked inside for a split second.

He saw Miguel sleeping on the floor, his costume draped over his body and Sunset resting on the bed. 'Huh. Wonder why those two of all people would share a room.' he shrugged, 'Ah well, it's not my concern. I gotta find the fridge.'

Peter marched on, wondering where Luna, Felicia and Scott were. But he assumed they were in some other rooms. 'Let's see... Monument room, computer, ah, a fridge!' Peter thought, looking around the room for what he seeked. He opened the door and peeked inside, seeing what was inside. As fast as he could, he pulled out a slice of cheese. 'May not be much, but I can worry about microwaving food tomorrow. It'll feel good to have a burger or hot-dog.' his mouth watered at the thought, 'Maybe even a taco. God, now I sound like Deadpool. What's next? Me begging for a chimichanga?'

"You hungry too, bro?" asked Ben, eating his own sandwich on the ceiling. Peter clenched his chest in surprise, seeing his clone hop down in seconds.

"Jeez, Ben. You master Pinkie's strange arts or something? I swear, one of these days I'm gonna die of a heart-attack because of you two. Or Wade." he whispered.

Ben chuckled, "Sorry, Pete. It's just... I can't sleep! I'm in another world! It's almost like you described it to me." he sighed, "I just wish we were here under better circumstances, and not when we're trying to save the world."

"I know, Ben. At least we can get a small break though. Things are quiet right now, so we could just chat until we get tired." after Peter said that, the communicator he carried with him vibrated in his pocket, prompting him to pick up.

"What's up? It's Spider-Man." he wondered.

"Spider-Man..." began a different voice, "I don't know if you remember me, but it's Robin, y'know, Batman's partner." revealed Robin.

Peter rubbed his head, "Yeah, I remember you. What's wrong? I thought you Batfamily people worked with only each other."

"I'm not as anti-social as Bats." Robin joked, "Listen, while you were in that dimension, some of Gotham's worst foes got together and began plotting to stop Batman. He left earlier and hasn't come back. I wa hoping you would come to lend a hand."

Peter nodded, "Of course, dude. You mind if I bring someone else along?" he asked.

"Sure. I'll meet you on the roof of GCPD building. I'll debrief the situation there." Robin said before hanging up.

"Someone needs our help?" Ben asked.

Peter answered, "Yeah. A friend of Batman's. Suit up and follow me. We gotta find a way to Gotham City. He said he'll explain everything once we get there."

So, after getting their costumes, Spider-Man and Scarlet Spider arrived at the hangar. Where they found a spare jet to borrow. Peter sat down in the pilot's sear of the two-seater. "Okay, Ben. I'll be honest. I've only ever flown one of these things like once in my entire lifetime as a hero. Let's see if I still got it."

"What what?!" Ben almost shouted.

A door opened up as Peter started the jet, it hovering in its spot. Spider-Man pushed the stick, moving the vehicle forward, where the door closed behind them as they left.

Gotham City...

The jet lowered itself on a building, where it landed safely. Spider-Man and Scarlet Spider stepped out of the vehicle, the first thing they saw was a spotlight, showing Batman's symbol. "Huh. Seeing the Batsignal's making me nostalgic honestly. And it's not even mine." Peter joked to his clone.

"Holy hell. How many costumed people are there?" and older man joked, Spidey seeing him leaning on the spotlight. "You brought them over, huh kid?"

"I did. I'm sure you've heard of Spider-Man." Robin said.

"I'm Spider-Man, that is my... brother, Scarlet Spider." Peter introduced.

"Nice to meet you. I take it you're here to solve our little problem?" the elder man wondered.

Robin nodded, "Yeah, Commissioner Gordon. Bats has been gone all night after I gave him my intel."

"Intel? What kind?" Ben asked.

Gordon continued for the Boy Wonder, "Ever since Batman left, some of Gotham's rogues have banded together: Bane, Killer Croc Penguin, and the Mad Hatter. The four of them actually got their act together for once, and we assume that they caught Batman off-guard. For what reason? Possibly to kill him."

"Well then." Spider-Man crossed his arms. "Did he say where he was going?"

"He said it was some warehouse by the docks. That's where all supervillains go it seems." Robin explained.

"You're telling me." Peter commented. "The two of us will help in anyway we can."

"Thank God." Gordon sighed, "Last thing we need in this city is another uprising."

"Another uprising?" Scarlet Spider asked, "What goes on in this city?"

"You must be new here." Gordon joked. "But you three should go now. Good luck and welcome to Gotham." he extended his arm, prompting Spider-Man to take it.

"Thanks, Commissioner. We'll save him." Spider-Man replied, facing Robin. The three heroes looked at one another before hopping off the roof, using their own methods to swing around the city. Gordon sighed to himself.

"So many freaks in this world." he chuckled, "I gotta keep myself sane sometimes."

"Jervis did his job well. We got the Bat at last." the Penguin laughed, holding his umbrella over his head. "Gotta say, it was a little too easy this time. He got drugged up in a matter of seconds." he said, looking at Batman, who was tied up and locked in a cage, his utility belt removed from his waist.

"You won't win, Cobblepot." Batman growled.

"We've already won, Batman." Bane responded, cracking his knuckles after speaking. "Your absence has weakened you. Now I shall break you again."

"I will feast on your bones." Killer Croc hissed.

Batman scowled, "In your dreams, Jones."

"I will let you do the honors, Penguin. After all, it was you who proposed this alliance." Bane offered, "But I will be the one that ends him. Do I make myself clear?"

Penguin laughed again, "Of course." he raised his umbrella again and opened the cage, hitting Batman in the face without a reaction. The Dark Knight snapped his head to the side in response, feeling the force of the attack.

Killer Croc roared, grabbing Batman and tossing him to a wall. The vigilante grunting in pain as he felt his back collide with the wall. "I'll get out of here. And I'll stop you." he declared.

"Very unlikely, Batman." Croc grunted, "No one else knows your here. You will die alone!"

Bane stepped forward, wrapping his hand around Batman's throat. He used his other hand to turn a dial on his shoulder. The tubes strapped on his back, connecting to a container began to flow a strange green liquid, making his muscles bigger and allowing him to lift the Dark Knight effortlessly. "Now it ends, Batman!"

"I will never die, Bane." Batman spat.

The large man laughed, "You deny your fate. A smart way to cope. But it is a hopeless battle!" he used his other hand to grab Batman's legs, lifting him over his head.

"HERE WE GO!"

The glass window above them shattered, revealing Spider-Man, Scarlet Spider, and Robin. "Wow, Bats, and I thought my Rogues gallery were freaks!" joked Peter, shooting two strands of webbing in Penguin's direction, the crime-lord using a small blade to cut apart the webbing before it could reach him.

"Who the hell are you freaks? Did the boy decide to form his own group of morons?" Penguin asked.

Scarlet Spider was the first to land, lunging after Penguin. "I dunno. Look who's calling the kettle black." he joked.

"Run that mouth of yours! Let's see where it gets you!" Penguin hissed, moving backwards, using his umbrella as a gun to shoot bullets at the Scarlet Spider.

"Yeah. It gets me victory!" Ben joked, giving Penguin a right hook to the chest. "Aw, you make a penguin sound." he commented, uppercutting Cobblepot in the face, launching him in the air, making him release his umbrella. "At least I don't shoot webs from where the sun don't shine." he added, kicking Penguin while he was in middair.

Peter hopped up, tying up the unconscious Penguin and leaving him hanging on a ceiling light. "One down. Two to go... Wasn't there a fourth guy?"

"Tetch served his purpose. He left after the fact." Bane revealed, charging after the Spiders.

Robin pulled out his staff, vaulting himself over the villain and whacking Killer Croc. "Big mistake, Bane. There's still three of us here, and we're not pushovers." the Boy Wonder commented.

"Why are you here? I had this under control!" Batman shouted, spitting blood as he spoke.

Spider-Man leaped behind Batman, untying him. "That's a strange way to say thanks. Robin called us here and we were the only two to answer. Twilight's not gonna be happy if she finds out that I woke up for this, but I'm not letting any of you die under my watch."

"You told me to call in case something happened. Well, something happened." Robin reminded his mentor.

Scarlet Spider backflip-kicked Killer Croc, the mutated human unflinching to his attack. "Mommy..." the clone gulped, feeling Croc grab him by the leg, tossing him aside. Ben screamed in pain, flying through a wall face first. "Son of a..."

Meanwhile, Robin used his staff to whack Bane's chest, shoving him back slightly. Spider-Man punched the villain next, "You know. Drugs are bad for you. It's like they say in that old cartoon, knowing is half the battle!" he lectured.

"G.I. Joe!" Robin sang and finished the reference for Peter, earning a laugh from the wall-crawler.

"At least someone gets it!" cheered Peter, his Spider-Sense warning him that Bane is charging in his direction. In response, Spidey shot a ball of webbing in Bane's eyes, blinding him as he moved forward. The webslinger dived to the side, seeing Bane run through a wall, in a seemingly painless manner.

Batman groaned, holding his aching joints as he spoke. "That won't hurt Bane. You only made him angrier. The tubes connecting to his back give him a performance drug known as Venom." Spider-Man seethed at the name, "You have to disconnect the tubes connecting to his neck, and he'll be weaken."

"Got it." Robin said, "Spidey. You should go help your bro fight Killer Croc. Bane is mine."

Peter shrugged his shoulders, "If you say so, Robin. Once you're done, you could lend us a hand."

Robin smirked, "No problem."

The Boy Wonder saw Bane rip off the gossamer on his face, turning around. "I will break you, then the Bat."

"Gotta get me first."

Bane roared, charging after Robin. He reared his fist back, wanting to land a punch on the teen. But Robin jumped out of the way in time, using his grapnel gun to reach higher ground. Away from Bane's grasp, Robin jumped back down, divekicking the enhanced villain in the face as he landed.

The Boy Wonder noticed that Bane was reaching for him. "Too slow, big guy!" he taunted.

"You will suffer, Boy Wonder." Bane mocked.

Robin smirked, punching Bane in the face, pushing himself off his shoulders. "Yeah right!" he grabbed a tube connecting to Bane's neck, yanking it off with ease. Green liquid poured out as Bane began to shake in his spot.

"N-No... The Venom..." groaned the villain, feeling himself grow weaker. His body shrunk down, and he lost his strength. Robin uppercutted Bane, following up with a horizontal poke with his staff before ending the battle with a kick, knocking him unconscious.

"Looks like I broke you." Robin joked. He swore he could hear someone 'boo' in the background, but he couldn't tell if it was Peter. Sighing, he ran to help Spider-Man and Scarlet Spider fight off Killer Croc while Batman is left to find his utility belt.

Meanwhile with the others, Spider-Man took a punch from Killer Croc, the wall-crawler yelling in agony. "Ow, dude." he said, seeing Scarlet Spider jump back into action.

"You kinda look like the Jackal if he had Atrocity's body." Ben joked.

Spider-Man punched Killer Croc's chest with a right hook. "I was gonna say the Lizard with steroids, but I can see where you're getting at." he joked.

"You dare insult me? I'm not a monster!" Croc roared, grabbing Peter's face, slamming on the ground.

"We never said you were a monster, but you're certainly starting to act like one." commented the Scarlet Spider, using his webs to pull back his arm, freeing Spider-Man. "Now let him go!" he ordered, yanking Killer Croc so hard that his arm was raised.

Peter sighed, "Thanks, bro." he flipped back on his feet, shooting more webbing into Killer Croc's eyes. The mutated man tried to use his claws to remove the webs on his face. So, it allowed Ben and Peter a moment to assault him as much as they could. Each punch they pushed him back slightly. "Go down!"

"Never!" growled Croc.

Robin jumped in, using his staff to vault himself atop Croc, hitting him in the neck, a certain sweet spot that Batman taught him sometime ago. Killer Croc roared in pain, feeling the attack. "Now you two!" he shouted at the Spiders, seeing that they were near the cage. He hopped off, ready to assist the duo.

Spider-Man and Scarlet Spider nodded, uppercutting Killer Croc's jaw so hard that a crack was heard and he collapsed on his back. Suddenly, a strange object landed next to Croc, releasing some form of colored smoke. Peter turned around, seeing Batman with an arm stretched, his utility belt on his waist. "It's a nerve gas. He should be unconscious long enough for the police to detain him."

"Of course, Batman had to save the day again." Peter joked, the four of them on a nearby rooftop, seeing police cars and Swat trucks park right outside the scene of the crime. "Good to see you're alright. I bet you want us two back at the Hall of Justice, huh? This being your city and all." he wondered.

Batman paused, "Not quite."

Scarlet Spider raised a brow, "Hold on. You actually want our company?" he blurted out. "That's a new one."

The Dark Knight gave the two a thin smile, "Anyone could use my small injuries to their advantage. I should be better in the morning once my wounds are treated, but..."

"You want them to help?" Robin finished.

"Yes."

The two Spiders looked at Robin, "So, you cool with that Robin? It'd be nice to work with you." Peter said.

"You kidding? Of course. We make a great team." Robin replied.

Scarlet Spider chuckled, "Heck yeah, we do. Criminals should just give up once they see us."

Later on, an explosion at a bank was heard. Two goons were seen walking out before speeding away in a small car. Behind them, a familiar black car was trailing them. It seemed as though it wanted to follow them, not stopping them in the slightest.

Thinking they were safe, the two thugs made it to the roof of another building. Instead of finding Batman like they expected, they saw him, Robin and the Spiders. Batman scowled, seeing the robbers pull out their guns. Batman threw a batarang, forcing them to release them. Spider-Man used his webs to pull the guns away from their reach, scaring them at the thought of having four vigilantes after them.

Batman lunged forward, tackling the first goon, making him fall on the floor as he flipped back on his feet. Robin knocked him out while Scarlet Spider webbed him up. The Dark Knight swerved to the side, dodging a punch from the last thug before punching him so hard he flew across the roof. Spider-Man webbed him up as well, and they all fled the scene in time for the police to arrest them.

The four stood on the roof, posing as lightning struck behind them, scaring Peter and Ben, but not Batman and Robin. "How does that not scare you?!" Ben asked.

"Practice." Robin answered.

"Right." sighed Spider-Man, "So, ready to patrol some more? Gotta say, it's fun having a team-up like this. Two Dynamic Duos protecting Gotham!" he cheered.

"Don't get too excited. I want you both at the Hall of Justice once the night ends." Batman reminded him. He jumped off the roof, opening his glider cape.

Spider-Man and Scarlet Spider released some webbing swinging off the roofs while Robin used his own cape and grapnel gun to gain some altitude. For tonight, there were no worries. No Legion of Doom. For once the heroes could take it easy, and for Peter, it sort of like old times, to the days of patrolling New York. He savored every moment he could, for at some point, he'd have to part ways with the two worlds for good, but he chose not to worry about that.

Central City...

Within a normal home in the suburbs, a man was sleeping soundly in his bed. He stirred as something woke him up, frightening him slightly as he turned.

'Clariss. The Flash is back... It's time to wake up!'

A voice startled Edward Clariss, and he hopped off his bed. "W-who's there?"

'It's time... To meet your destiny. The Flash is here... And your true power shall be known. You have no rival.'

Edward turned his head, hearing the annoying sound of glass being scratched. It wasn't just random scratches he saw, though, "Oh my God..." he muttered, seeing that a word was being spelled out on his mirror.

The message read: ALCHEMY.

Rogue Rivals, Part I

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Miguel yawned, stretching his arms as he removed the covers from his bed. He rubbed his eyes, but then a realization dawned on him at that moment. 'Wait... I was sleeping on the floor last night...' he thought, looking at the side of the bed, 'How did I even get up here? I was dead asleep! Something tells me Wade, Johnny or Bobby did this without me knowing.' he huffed.

His eyes lowered, feeling something over his waist, 'What the hell is that?' he wondered. An arm was draped over his torso, and he glanced over, seeing Sunset was the one whose arm was over him. His skin felt cold as many questions ran through his head. He saw the former unicorn open her eyes. When she realized what was happening, she bit her lip as Miguel looked at her.

"What the shock!?" blurted out the time-traveller.

Twilight fluttered her eyes open, turning her head she saw Peter snoring away. The former alicorn shielded her eyes from the sunlight coming through the window. "Peter?" she called out, the young man groaning as he stirred.

"C'mon, Bats. I wanna drive the Batmobile..." Peter slurred in his drowsy state.

The princess smiled softly, nudging Peter softly, "Wake up, sleepy head." she kissed Peter's cheek.

"Hnghh... Huh? Twilight?" Peter said, a grin forming on his face.

"Who else?" Twilight teased.

Peter chuckled, "Fair point. It'd be weird if it was Deadpool."

"Don't give him ideas." the princess whispered.

"Yeah, you're right." Peter responded, planting a kiss on his wife's lips. "So, how was your first day in DC Earth or whatever it is we're calling this place?"

Twilight spoke, "It's very different from your Earth, definitely. I've never heard of Metropolis."

"That's because this world has their own cities for some reason. A lot of heroes operate in different ones. Superman has Metropolis, Batman has Gotham, Green Arrow has Star City and the Flash has Central City for instance." Peter explained.

"That's interesting. All of your friends operated in New York." Twilight recalled.

Peter grinned, "It's getting too crowded there sometimes. Y'know sometimes, people always asked why I never called the Avengers while I was on my own. Apparently, Iron Man and Cap had that same problem after they formed the team from what they told me. In my world, the answer is always to call the Avengers. Here, the Justice League is more spread out and only come together when the world needs them, like now for instance."

"What the shock!?"

Peter and Twilight sat up, hearing the outburst. "Alright, O'Hara. What did you do this time?" the young man groaned. "I know what I said was ridiculous, but he's gonna wake this place up! It's too early."

Twilight gave her husband a blanks stare, "It's eleven in the morning, Peter."

"And? Too early." Peter corrected Twilight.

The couple got up from their beds and ran down the halls to Miguel's room. What the two saw brought them in for a loop. They saw Miguel and Sunset sleeping on the same bed, the latter with an arm wrapped around him, equally as surprised. 'I swear Miguel wasn't there last night. How did he get there? Unless...'

"Ah shock..." groaned O'Hara, placing a hand on his head in frustration. "This isn't what it looks like, Parker."

The man playfully smirked, "I dunno, dude. It certainly looks like something."

"Twilight." Sunset hurriedly whispered through clench teeth, "Can we talk later on? When we have the time? Please?"

The princess nodded, wanting to help her friend. Sunset sat up, seeing her costume hung up on the door and Twilight followed her out the door. Peter looked at Miguel, who sighed in annoyance. "What the shock is happening, Parker?" he asked his predecessor.

Sitting down on the bed, Peter replied, "I have a few theories. But I rather not spoil two of them." he teased.

Miguel crossed his arms, annoyed by his predecessor's constant playful attitude. "Alright fine. What's one of your theories? Since you won't tell me all of them." he wondered.

The man glanced at his successor, "Weird things can happen while asleep. I once fell asleep on the ceiling, with Pinkie Pie ducktaped next to me." he elaborated.

"That is... weird. But why won't you tell me your other ideas? I honestly have no shocking idea what's been happening lately!" O'Hara admitted aloud.

Peter placed a hand on O'Hara's shoulders, "Okay. Then tell me. I've had this talk before with Cadence, you haven't met her yet. But let me ask you this. What is wrong exactly? I remember you coming to me about Sunset the day the Legion of Doom arrived in Equestria."

Miguel nodded, "That's right. She's been extra awkward around me. Everytime we're alone, she's always fidgeting in her spot, there was one instance where she seemed more upset than usual when I told her I knew of her past as a she-demon as she called it on Earth. And lately, she's been a little protective of me in battle, and me to her as well." he revealed to Peter.

The man nodded in understanding, "Alright then. And you can't explain her strange shift in attitude around you?" he asked again.

"Yes!"

Peter hummed, "Okay. I'm new to this whole counsel thing. So, I'm just gonna jump topics for a minute. So, O'Hara... What do you think of Sunset Shimmer? Oh man, I wish I had a notebook and a pen. I could totally be a therapist right now."

Miguel groaned, "What does that have to do with anything?"

"Just answer the question." Peter lightly scolded.

Shrugging his shoulders, O'Hara answered, "I don't know what to think. We've only known each other for what? Two months? She pretty much had my back since after the whole Sloan incident and even worked with us on the Time crystal project and during this whole Legion of Doom crisis. A strong fighter, gotta give her credit on that. She seems level-headed and mature, which I can respect. And for a unicorn, pretty nice looking and hot as a human..." he paused, going over what it was he just said.

"...Go on." Peter pushed. When Miguel responded with silence, the young man sighed, "Okay, O'Hara... I think I see the problem here, and it's really not one I can fix. You seem to... how should I put this? You have a crush on Sunset."

"Huh? C'mon, Parker. You of all people should know, I don't know the first thing about romance or any of that junk!" Miguel reminded his predecessor.

Peter shook his head, "It's the best I can come up with. I'm not the master of romance either, O'Hara. And even I can see the signs now. If anything, I'm glad you came to me with this information. I guess you can say you've got a shipper on deck."

"What are you talking about, you bithead?"

Peter wrapped an arm around Miguel, "I can be your wingman. You know I've got your back. So, I'm gonna end this tension once and for all! Suit up, Miguel!"

O'Hara rolled his eyes, "Now you're really starting to sound like Barney Stinson."

"I was a fan of that show, okay?" Peter laughed.

"Well, at least I can trust you." admitted O'Hara.

A knock was heard, the two Spiders turned their heads to see Barry Allen leaning on the doorway, "Oh, what's up, Barry?" Peter asked.

Barry responded, "You guys up for a trip to Central City? I was thinking my friends in S.T.A.R. Labs could meet you all if you had nothing else to do."

"Why not?" Miguel said, "It's better than sitting out in the hall doing nothing."

Peter smiled, "Sure. You bringing everyone along?"

"I don't think we could all fit in there. I was thinking you two, Ben, Twilight, Sunset, Scott and Spike." Barry answered.

"Awesome. I'll get them." Peter said.

S.T.A.R. Labs, Central City...

Within the familiar facility were three people, the three of them sitting down on the monitors. "Where the hell did Barry run off to this time?" asked Cisco Ramon, putting his finger on the keyboard, searching over the map of Central City.

"It's not like the other heroes." Caitlin Snow told Cisco, "Apparantly, according to the news reports and security footage from Metropolis, he was here yesterday."

"Damn it, Allen." muttered Harrison Wells.

A yellow blur of lightning zipped by the room, causing a stackmof papers to fly in its wake. Cisco, Caitlin and Wells closed their eyes, seeing the Flash back safe and sound. "Hey, guys." said Barry, removing his red cowl.

"Barry? Where were you?" Cisco asked.

Barry smirked, "You wouldn't believe me if I told you."

"At this point, what wouldn't we believe?" Caitlin wondered.

"Allen. You better have a good excuse for leaving like that. Were you under mind control by Lex Luthor like the other heroes?" Wells scolded Barry. "And don't you give us an excuse, like you were in some magical dimension of ponies."

Barry chuckled, "Um... Maybe?" at that instant, something caused a small tremor, alerting the lab team. "Oh, that must be them now."

"You said that like it was a normal thing." Cisco said.

"It kinda is. I made some new friends while I was gone." Barry explained to the three.

A giant eye scared Cisco in his chair and made Caitlin jump. Wells merely gave Barry a dirty look. "What the hell happened on your end, Barry?" he asked.

Barry smiled sheepishly, rubbing his neck, "It's kind of a long story. Don't worry, Spike's friendly. He's one of these new friends I made while I was in another dimension."

"Wow. Look at all this." said Peter, stepping into the lab with the group in costume in all but mask. "I've hit the motherload in science equipment. Sorry, Twilight. But I'm moving out to live in here." he saw Twilight giggle at that.

"I may do the same thing." she replied.

"Hey, this is my home." Cisco joked. "Wait, who even are you people?"

"Me? I'm Peter Parker, but I also go by Spider-Man." Peter introduced.

"Spider-Man?" Caitlin repeated, "I've heard of you, I think. Weren't you in Gotham for a while?"

"Oh that's right. You guys, meet Cisco Ramon and Caitlin Snow. My mission control and best friends." Barry introduced.

"Nice to meet you guys, and yeah I was." Spider-Man answered.

"So, you're the new friends Barry spoke of." Harrison Wells said, "I assume it is a pleasure. My name is Harrison Wells, well the one from Earth-2 as these three call it.

"Earth-2?" Twilight asked.

Caitlin raised a hand, "A different Earth from this one. One with its own set of problems at one point..." she trailed off, not wanting to go more into that topic, with memories rearing in the back of her head.

"Long story short, this Wells came back with his daughter, who's been in Opal City for a while." Barry continued. "I also met the Flash of Earth-3, Jay Garrick. He's a pretty cool guy. This whole other Earth thing is getting weird though."

"Yeah, it is." Sunset said.

"I can agree. And I thought things were strange enough as it is. Name's Ant-Man by the way." Scott added.

Cisco crossed his arms, "Ant-Man? Who named you? Ray Palmer? And sidenote to all of you, I'm the nicknamer around here. So as long you're here, don't get any funny ideas. You're offically Atom-2."

Scott removed his helmet, "I didn't come up with the name. I still hate it somewhat."

"And being nicknamer is such a big deal for you?" Twilight asked.

"Don't push, Cisco." Wells warned, "Some of them are actually pretty clever."

"Yeah, I'm a genius." Cisco boasted. Caitlin rolled her eyes at that empty brag.

"This world is weird." Miguel sighed.

"Welcome to Central City." Caitlin muttered. "It's weird here twenty-four seven."

"Better than my Earth." Wells mumbled. "I come to visit and I find out everything's in chaos and Allen went missing."

"Ah, so you know about this whole Legion of Doom thing as well." Ben realized. "Name's Scarlet Spider. That's Twilight Sparkle and Sunset Shimmer. They're not from our Earth."

"Then where are they from?" Wells asked.

Twilight cleared her throat, "We're actually from another dimension called Equestria. The two of us... Are actually ponies."

"Ponies?" Harrison Wells repeated, raising an eye brow in disbelief. "That's absurd."

Spike cleared his throat, hearing the conversation, "I'm a giant dragon sitting out here, it's kind of a thing."

"I wouldn't say that, Wells. You're a scientist from another Earth working with a guy who has superspeed." Peter told the older scientist. "Nothing seems to be impossible anymore."

"Damn it, Parker." Wells whispered. "Fine, say I believe this. Why are you even here?"

"The Legion of Doom attacked our world as well as Peter's world. We're here to save Superman, which we did, and find out if any other heroes are here as well in order to stop the legion." Sunset explained.

"This is something out of a comic book." Cisco joked. "Or some dream superhero fanfic."

"You won't find much here. Ever since Barry left, things have been unusually quiet here." Caitlin responded. "It's kind of strange. There have been very little metahuman sightings lately."

"You had to jinx it didn't you?" Ben groaned.

Cisco nodded, "Gotta agree with Scarlet here. Those words are just begging to be contradicted."

Suddenly, the monitors turned red, "Oh right there." added Cisco.

"That's the Parker Luck, dude." Peter chuckled. Barry put his cowl over his head. "Metahuman alert, right? What kind of creep is out there right now?"

A video played on the computer, showing a man wearing a coat and another man wearing a brown jacket, the both of them firing guns shooting red and blue beams outside a bank. "Captain Cold and Heatwave? Those two disappeared weeks ago! Why are they back all of a sudden?" Caitlin wondered.

"They're on the Legion of Doom." Miguel grunted. "They're trying to draw us out!"

"Okay. Those two are small-time." The Flash said, "How about Spidey and Twilight come with me? While you guys stay in case something happens in here? They're here for a reason, and I intend to find out."

"Yeah, sure." Peter said, putting on his mask. "You three can talk to Spike if you want."

"Don't screw this up." Wells warned.

"Jeez. Okay, grump." Peter huffed, hopping out of the window with Twilight, who hovered in her spot, flying out with Spider-Man, who swung away. The Flash ran out, leaving the group to check on their progress and aid as much as they could.

"I'll get the popcorn." Cisco said, standing up.

"Can I have some too?" Spike asked, raising a claw. "I'm kinda hungry out here."

"Sure thing, dragon dude." replied Cisco.

"Remind me to never let Barry invite his new friends again." Wells whispered to Caitlin.

"Agreed." chuckled Dr. Snow.

Scott coughed, "Right here you know."

Edward Clariss stepped out of the bus, him leaning on a wall in pain. Visions filled his head, which he tried to make sense of as much as possible. "Make it stop..." he begged, clenching his head.

He saw the Flash, and himself in a strange black costume. He was unsure of how this was possible, but he hoped that he was close to where he was told to be.

'You're almost there, Clariss. I'll make the pain stop.'

Clariss walked down the staircase at the end of the alleyway, walking into a strange sewer lair of sorts. He raised a brow at the dark lair, wondering if he had arrived. "Um... Hello?" he called out, wiping the sweat off his face.

He saw a group of people in robes kneeling down in a circle. The man in the center stood up, revealing his mask, almost similar to a gas filter. 'Welcome, Clariss. It is about time I explain what is happening to you finally.'

"Please." pleaded Edward.

'What you see is a vision of another Earth. Rifts have opened up, revealing infinite possibilites to those chosen. I can help you harness what you see and rid you of the pain that plagues you. The power of a speedster is in you.'

"W-What does that mean?" Clariss asked nervously. "H-How?"

'I am Alchemy. I can do anything. Now will you allow me to give you these dormant abilities? To show the world that you in fact have no rival?' Alchemy questioned.

Edward nodded quickly, "Do it. Just end the pain!"

'Very well. Soon, you shall become what you see. A man with extraordinary abilities.' Alchemy raised a hand, beginning his strange process.

Rogue Rivals, Part II

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"Keep at it, Mick!” shouted Captain Cold, aiming his freeze gun at the police, a blue cold beam shooting out of it, forcing the officers to shield themselves from the icy laser, “If the Flash and his annoying friends are back we gotta draw them out!” he continued, putting on his trademark goggles.

Rory smirked, “You have no idea how long I wanted’ta do this!” he held out his own weapon and shot out a giant beam of fire, nearly burning the officers ready to stop them.

Then, a yellow blur revealed itself as the Flash, who stood in front of the two Rogues, “Well, if it isn’t Cold and Heatwave. What are two lowlifes like you doing back in Central City? Did the Legion of Doom bore you to pieces?” he joked.

“Laugh all you want, Flash.” hissed Cold. “It’s us two against you. And you barely made it out last time!”

The Flash chuckled, “Now why would I come alone this time?” he asked his enemies.

Before Cold could respond, a thick ball of gossamer jammed itself on the barrel of his cold gun. And Heatwave suddenly found his weapon levitating out of his grip, “What the hell is this?” asked Mick, turning his head to find the culprits. “What game are you playing here, Flash?!” he nearly shouted at the speedster.

“Uh, that’d be us!” yelled Spider-Man, who swung next to the Flash. But he wasn’t alone as Twilight lowered herself with her wings, hiding them once she landed, “Sorry, Icy Hot! But you’re about to get your butts handed to you by a knight and a princess!” declared Peter, getting himself into a battle stance.

Snart merely laughed at Spider-Man’s declaration, “Heh. You nearly died fighting the Legion when we first met because of us! Do you really think that a princess can help you?”

Twilight growled, “Let me show you what this princess is capable of.”

“With pleasure.”

“Okay, Barry. Cold and Heatwave should be no trouble for you at this point.” Caitlin said. “Don’t make the same mistakes as last time.”

‘Yeah, had a feeling. Any advice?’

Cisco swallowed his popcorn, “Yeah. Try to separate them. Get Twilight to disarm them. Without their guns they’re no better than common criminals.” he laughed.

“Is this what you do all the time?” Sunset asked.

“We’re here to watch over Barry,” Caitlin answered, “Ever since he got his speed, we guided him through any battle.”

Wells frowned, “I guess it’s to make up for what S.T.A.R. Labs did a few years ago. This lab and the original Harrison Wells took responsibility for what happened to Central City. And in a way, atone for my mistakes as well.”

“Okay. I have no clue what the shock you’re talking about.” Miguel admitted, “Can you elaborate please?”

“Of course.” sighed Dr. Snow, “The Harrison Wells of this Earth had finished a lifelong achievement, a particle accelerator. We were unsure if it was safe to use, but he made sure that it would turn on when he said so. Cisco and I were here, but… Then it went off.”

Cisco continued, “The energy from the accelerator was unique. It gave many people in the city… unique abilities, myself included. And Barry… He was struck by lightning, putting him in a coma for nine months, where he was taken here by Wells’s orders and have us keep an eye on his state until he woke up. Turns out he was given the Speed-Force, which is what gives a speedster, their… speed.”

“Why would the Wells of this world want the particle accelerator if this was the result?” Ant-Man asked, “This is starting to sound like what Darren Cross had planned with the Pym Particles.”

“It turned out he really wasn’t Harrison Wells. It was Eobard Thawne, also known as the Reverse-Flash.” Caitlin revealed, “He was stranded in the past after trying to kill the Flash, and he took the body of Wells to give himself the Speed-Force from the Flash with the particle accelerator. We erased him from existence for good.”

“But that’s impossible.” Miguel responded, “We fought him in Equestria! And I’m pretty sure he didn’t look like this guy. So, someone must’ve brought him back.”

“His birth was a fixed point in time.” Wells elaborated, “Even though we destroyed his future self in a different point in time, he still needs to exist to ensure a stable time-loop. He showed up here sometime after I did. He was from earlier in his timeline than the other Reverse-Flash they faced. Ever since then he’d show his mug, and face Allen for no goddamn reason.” he groaned.

"Sounds like an arch-nemesis all right." groaned Ant-Man. He had faced Cross plenty of times himself, knowing that once you make an enemy like them, they'd never leave. "So, these Captain Cold and Heatwave guys don't look like trouble. Why even bother bringing Spidey and Twilight with him?"

"Snart and Rory are crafty. If they're on the Legion of Doom like you all said, there could be more to this than what we're seeing." Caitlin explained.

Miguel crossed his arms, "Yeah. The Legion of Doom's been doing that ever since they got to Equestria. Sending other guys, heroes or villains to do their dirty work."

"Fear toxin, Deadpool, mind-control, aliens." Ben grumbled, "It's been a pain in the ass since this all started. I was hoping to catch a break on Earth, but Doomsday, and a trip to Gotham as well as this sure isn't making it feel relaxing, that's for sure." he said, thinking about when he was comatose.

"Hey, can you pass some more popcorn?" Spike asked, picking a claw through a window. Cisco smiled and walked over, placing a few kernels in his hand. "Thanks, Cisco."

"No problem, man." Cisco said. "Now, let's see what Barry and the others are up to."

"They have better stopped Cold and Heatwave before any damage could be done."

Twilight shot a concussive blasts at Snart's hands, making him release his gun. "What's your plan, Cold?" the former alicorn asked, seeing Cold run for his weapon. He managed to grab it before she could take it and he shot a beam of ice in her direction, the sorceress erecting a forcefield to shield herself from the blast.

"We know something you don't, princess." Leonard revealed, "Something's comin' and we wanted to wear you down before they get here."

"What are you talkin--" Twilight was cut off by a stinging pain on her back, making her fall to her knees.

"Twilight!" shouted Spider-Man, shooting a web-ball in Heatwave's direction, stunning him long enough for the Flash to perform a running uppercut.

'Allen! What the hell hit Twilight?' Wells asked through Barry's communicator. Barry placed a hand on his ear to answer.

"I-I'm not sure. We're looking right now. But with Cold and Heatwave still here, we're kinda swamped."

Heatwave smirked, "Damn right you are."

Suddenly, a blur tackled the Flash, sending him flying. Spider-Man turned his head while helping his wife up, seeing the culprit that tackled Barry while he was distracted. "Who are you?" asked Peter. It was a bizarre costume choice in the couple's eyes. The man wore a black suit with yellow lightning trimmings on his sides and an insignia on his chest. His cowl gave him a menacing appearance, and almost gave Peter a vibe similar to the Reverse-Flash, "Are there like discount evil Flashes I'm not aware of or something?"

'Oh he is more than that...'

Twilight looked up, seeing a hooded figure wearing a gas mask standing on a rooftop, holding a strange device. The princess narrowed her gaze at his strange apparel, as though he was hiding his true self. "You did that to me..." she mumbled, "You used a spell on me. How?"

Alchemy laughed, 'I am capable of many things. I am Alchemy, after all. I can harness abilities like no one else can. Like this man... In another timeline like this one, and another Earth, he is gifted. He has no rival to his speed.'

"That's right, Flash. I know about your little war in the other world. About my destiny in another life." the black-clad speedster said, his voice distorted.

Spider-Man shook his head, "So what? This Jigsaw sounding guy just up and gave you superpowers you thought you were destined to have? That's pretty crazy if you ask me. Is that why you two randomly showed up here?"

"That's right, Spider-Man. We knew about these two and their little scheme, and this time with your little team scattered, there's no chance you all will make it back to Equestria." Snart declared to the wall-crawler.

Clenching his fists, Peter spoke, "I can sure as hell try. Twilight, you take care of this Alchemy nut! Flash can handle this new speedster! I'll stop Captain Cold and Heatwave!" he saw the two nod and they all got right back in action.

"You tried before, remember?" Heatwave laughed, already shooting fire at Spider-Man, who's Spider-Sense warned him and he backflipped away from the blast in time. "You wound up almost dead! You should'a just stayed burnt like a good little spider!"

Spider-Man performed a handstand as he somersaulted back to his feet, "Well that was because you had your Legion of Doom cronies helping you out! This time, it's one superpowered hero against two crooks with themed guns!"

Captain Cold aimed his gun upwards while Spider-Man was jumping around, hitting Peter with an ice blast directly to his chest. Peter screamed in pain as he felt the force of the beam. "You should back up your declarations, Spider." he boasted, holsting his weapon behind his head in a taunting manner.

'Son of a... That thing still hurts! What's in that gun? Absolute zero temperature laser beams?' thought Peter, holding his chest as he gasped for air. He punched the ground, "Doesn't matter. I'll stop you. Like all the other crooks! You're both no different than O'Hirn and Marko before they got their powers. It's all the same."

Rory let out a laugh, "Really, kid? That's the best ya got? We should'a just left you to die."

Spider-Man stood up, taking the burn of Heatwave's fire elemental gun, the fire creating holes in his costume. "I just got this fixed..." he groaned quietly while holding a torn piece of his costume in his hand before throwing it aside. He walked forward, before sprinting as fast as he could ahead. Captain Cold shot first, prompting Peter to somersault away from the blast in time. Heatwave decided to point his weapon upward, beaming out fire in Peter's trajectory.

In a split second, Spider-Man flipped backwards and halted his movement, landing safely on the ground. "Watch where you point that thing, Heatwave. It might just burn you." he joked.

"Watch that mouth of yers, bug." Mick grunted.

Peter shrugged, "I can help it. You guys just aren't worth the effort right now. You nearly killed me, so forgive me if I'm a little sore on the fact that I almost got jumped by two lowlife crooks with themed guys." he said in a snarky tone.

"Did you call us lowlife crooks?" Captain Cold sneered.

"What if I did?" Peter responded.

Cold clenched his teeth, "I'll show you lowlife."

Spider-Man jumped away from Cold, stretching a hand so that he could jam Snart's gun long enough for his foot to collide with his face, knocking him out. "One down. One to go."

"I ain't goin' down easy." Heatwave warned.

Spider-Man sighed, "Sure. I believe that when I see it."

Mick growled, placing his gun at his side, and waiting for Spider-Man. Once Peter landed, he decided to swipe his arm, hoping to hit Spidey with his gun, but the hero leaned back in time thanks to his Spider-Sense. Then, Peter turned his body, kicking the gun away from Heatwave's hands.

"You'll regret that, bug." Heatwave grumbled.

Spider-Man moved away from a right hook delivered by Mick before countering with a left handed uppercut. Peter's fist collided with Heatwave's chin, snapping his head back slightly. Heatwave grunted in pain, landing a surprise kick on Peter's leg, making him tremble in pain a little. "Not bad, Heatwave..." complimented Spider-Man, "But like the Flash..."

Heatwave was ready to pick up his gun, but Spidey used a web-line to yank it to him. Spider-Man then trapped Heatwave in more webbing before knocking him out with a swift kick. "I'm too fast for ya!" he finished his taunt, seeing Heatwave fall to the ground.

Then, the two Rogues vanished from sight, Peter realizing what caused that. "Loki... Guess he doesn't want his Legion of Doom gone just yet. Gotta admit, they're fast."

"Who are you?" asked the Flash, seeing the black-clad speedster scowling at him. "I-I've never seen you before. Are you another speedster like me?"

"So many questions." said the evil speedster, "Let me explain myself as fast as I could. You did this, Flash." he revealed, pointing a finger at the Scarlet Speedster.

The Flash glared at the figure, "I don't even know you! What did I do to you?!"

"That's just it! You don't know me! In this universe anyway..." he removed his mask, "My name is Edward Clariss. I was a normal man in this universe, but Alchemy revealed something to me! There are infinite universes, many worlds!" Edward laughed, "When the portals to this other world opened up, Alchemy saw what I can become in another dimension. I was called the Rival!" he put back on his mask after declaring his new title.

Barry groaned, "So that's it? Some nutcase saw some alternate universe and then wibbly-wobbly you got powers?!" he turned his head to face the Rival. "Listen, pal. I don't want to hurt you. You did nothing wrong in this universe, so don't start now."

The Rival smirked, "That's too bad. There's another Flash out there who had no problem with starting trouble. Let it be known, Flash, that in this universe or any, I have no rival!" he spat, leaning forward to begin running.

Wells put his hand on his temple, "Ramon, what the hell is this speedster going on about?" he asked.

Cisco shrugged, "I-I have no clue, dude. This guys is making no sense from my end."

"He mentioned other worlds. You don't think he can see into alternate Earths like yours, Wells?" Caitlin wondered.

"That is a possibility, but there is no Rival on my world. He could potentially be referring to another world." Harrison Wells recalled, "This is another matter entirely."

Sunset raised a hand, "Um... It could be similar to something back on my world. In the Crystal Empire there is a magic mirror that can travel to any universe, or Equestria. There are links to different worlds, but perhaps Alchemy managed to figure out any changes on his own."

"That's right! That's how Peter, Twilight and I got to his Earth to find you!" Spike remembered.

"What?! You mean this whole time there was a portal back to Earth and we didn't know about it?!" Miguel shouted.

"It can only work every so often to connect back to your world. For now, we can travel to alternate Equestrias." Sunset revealed.

Ben sighed, "This is starting to sound confusing."

Scott crossed his arms, "Something we can agree on."

Cisco turned back to the monitor, "Barry. He's a new speedster, unlike Zoom and Reverse-Flash. This Rival guy should be no trouble for you at all." he boasted.

The Flash nodded, hearing Cisco's message. He ran forward, with the Rival chasing after him. Two trails of lightning sped by Central City as two speedsters fought it out. The two ran up a building before reaching the top where they hopped off.

The Rival grunted, landing on the side of another building in order to run down it without injuring himself. Barry repeated his actions and continued to follow Clariss. "All you evil speedsters are the same!" Barry could be heard shouting.

"What the hell does that mean?!" the Rival asked, clearly offended, "I am better than you!"

"And very childish." Barry commented.

The Rival and Flash made their way back to the streets, swerving away from traffic, and in some cases hopping over vehicles in order to keep moving. "Anyway..." Barry continued, "All you speedster ever do is use your speed to spite me."

"And I'm supposed to care, why exactly?" Edward wondered.

The Flash pushed the Rival's side, making him trip slightly, but he continued on. "Because you don't know how to use your speed! You just got it today for crying out loud!" he taunted, seeing the Rival catch up to him.

"Shut up!" Edward hissed, punching Barry.

Barry grunted, stopping in his tracks. The Rival chuckled as he ran up to Flash to punch him again, but the Flash moved to his left, grabbing Clariss' arm and tossing him. The Rival hit the windshield of a parked car, it cracking under his weight. "You think you know so much, Flash. But I was given the memories of this other world. I know what I'm doing." he bragged.

"Yeah, sure." Flash joked.

The Rival got up and tackled Barry, placing his arm on his throat as he planted him on a wall. "It's over, Flash. There is no other speedster who can match up to me."

"E-Except... Zoom." Barry choked out, kicking Edward in the chest, making him falter. The Flash gasped as he heard his communicator go off.

'Allen. End this now. Run up the building and stop him.' Wells ordered from his end.

The Flash nodded and did exactly as suggested. He ran up the building a little before jumping off, his fist reared back as the Speed Force gave him the power necessary to stop the Rival. The Rival remained stunned as Barry continued his descent.

Then, Barry's fist collided with Edward's head, making him tumble on his side painfully. The Flash picked up the Rival by the costume and shoved him on the wall, using his speed and his other hand to repeatedly punch the Rival. "It's over, Clariss. You really don't know how to use your speed and that was your downfall."

'Nice work, Barry.' said Caitlin, 'You should wait for the police to take him to Iron Heights.'

The Flash nodded, "Yeah. Last thing we need is this guy to leave my sight."

Twilight teleported away from a blast shot by Alchemy, reappearing in her spot a second later. Alchemy raised a hand, 'I see you are a master of your abilities. I can see promise in you.'

"I don't want to listen to you!" hissed the sorceress.

Alchemy shot a beam at Twilight, but it missed. 'You know not of what I am capable of.'

The former alicorn shot her own concussive blast at Alchemy who staggered backwards slightly. Alchemy grunted, using a strange stone, which glowed.

Then, pieces of stone and the street began to float, alerting Twilight that something was wrong. The princess shielded herself from the oncoming debris with a forcefield.

Twilight managed to grab a rock with her magic, aiming it at Alchemy, who managed to destroy it with the strange stone he used earlier to lift them. 'You are unique, miss. I will enjoy killing you.' boasted the masked being.

"I'm not dying to some cloaked wannabe wizard." Twilight growled.

Alchemy used his stone to create a small forcefield, which Twilight managed to blast apart. "This plan of yours makes no sense. Why bother fighting the Flash?"

'Fate says so.' Alchemy said in a calm tone, 'We are destined to fight these battles no matter the universe, you are different. You are from another world.'

"That's right. And I'm making sure you won't affect anyone ever again!" said Twilight, using her magic to hold Alchemy. Alchemy used his powers to nullify the magic.

"How?" asked the sorceress.

'This stone.' Alchemy raised the artifact. Twilight used her magic to grab it, making Alchemy useless in a fight. She then teleporter behind Alchemy and hold him down with a spell before using a beam to knock him unconscious. 'N-No...' he groaned before his head slowly tilted to the side, losing the battle.

"Some alchemist." Twilight joked, hearing the familiar sound of webbing. She saw Peter land next to her, releasing the web-line connecting to the side of a building. "Are Cold and Heatwave down?"

"Not quite." Peter revealed, "They were warped away. I'm guessing it was by Loki."

"We'll deal with them when the time comes. For now we should find Flash and make our way back to S.T.A.R. Labs and explain what it was that just happened." Twilight suggested, using her magic to life Alchemy.

Spider-Man nodded, "After you, m'lady."

Reprieve

View Online

Peter, Twilight and Barry stepped back into S.T.A.R. Labs, the sun setting through the windows, and smiles seen on all their faces, as well as their comrades. Cisco stood up from his chair to give Barry a high-five, "Nice, Barry!" complimented Cisco, raising a fist before sitting back down to eat his snack.

"Good work out there, Allen." Wells said.

"Thanks, guys. But things would've been even more hectic if it weren't for Spidey and Twilight." Barry added, gesturing to the power couple standing next to him.

"It was nothing." Peter assured, "If I'm being honest, it felt good kicking Cap Cold and Heatwave's butts for nearly killing me back when they first arrived in Equestria."

"So that's where they were. O'Hara mentioned that the Reverse-Flash was there." Caitlin said, "Is Luthor capable of grouping a legion at this scale? It seems impossible."

Ben crossed his arms, "He's working with a villain from our world, the God of Tricksters, Loki. From what I've heard and seen, he's a manipulator capable of making anyone his puppets. It makes sense that Thawne would join him if only to screw with the Flash. But it seems that with those two vanishing, Luthor's not ready to get rid of his Legion of Doom quite yet."

"Every shocking time!" shouted Miguel, raising his hands in annoyance, "Everytime it looks like we make progress, Loki and Lex make sure that it doesn't count, and I'm sick of it! Next Legion of Doom member that shows up we're ensuring that he stays incapacitated."

"Yeah. It's getting annoying at this point." Sunset huffed.

Caitlin nodded, "Speaking of Luthor, did he send that strange cloaked figure and speedster after you? It didn't seem like something he would do."

Barry shook his head, "No. He's someone new. Luckily, he's in Iron Heights in a cell that can't be broken by his speed. This Alchemy guy is capable of magic or some supernatural form of science giving others metahuman abilities."

Twilight sighed, "He had this stone in his possession. It was capable of magic as it managed to weaken me. Luckily I managed to subdue him before he could cause more damage."

"Hey, guys." said Spike, "Did magic somehow find a way into this world?"

"Perhaps. Alchemy mentioned rifts and alternate worlds. Something that I imagined someone like him wouldn't know about unless he was told. But why wait until now, and not when the metahumans started to appear right after?" Barry wondered.

Scott spoke up, "Are you questioning the thinking of masterminds? Maybr Luthor got to this guy as well and told him of what's happening as a distraction."

"A distraction?" Harry repeated.

The group could hear Spike outside, the dragon groaning, "It's always a distraction. The bad guys are always cowards when it comes to stuff like this. Remember, Goblin? He always used the heroes just like the Legion of Doom's doing now!"

"Just like Sloan and Ock using villains from my time. It's just a way to throw us off for something bigger." Miguel reminded the group.

"Wow. I think I missed a lot." Ant-Man joked, "You guys went one some crazy adventures. I wish I was there when you came back to Earth, Pete. I could've lent a hand."

"I know, Scott." replied Peter, "You were busy and we were on a tight schedule unlike this time. It's good to know you'd have my back, though." he said.

Cisco put down his bag of popcorn, "So, any idea on what to do now? It seems things are calming down now."

Barry shrugged. "How about the rest of you guys head back to the Hall of Justice? I'll be staying in Central City until we go back to Equestria." he suggested.

"We will. But can we stay for a little longer?" Twilight asked.

"Sure." Caitlin agreed, "It's pretty big in here anyhow."

Lang shrugged, "Doesn't mean much when I can shrink."

"Okay, Atom 2.0." Cisco joked.

Scott looked around the room, "Who the heck is this Atom person you keep referencing?"

"A scientist who created a suit of armor capable of shrinking." Caitlin explained.

With a smirk, Scott replied, "Well, I'm the original shrinking hero. With the suit that was given to me by the previous Ant-Man. Should I go on or did I ruin the moment...?"

"Nah. It's good." Ben chuckled.

"So, this city is metahuman central? What about the other cities on this Earth?" Sunset asked, "I mean, it's way different than the other Earth from what I see."

"Just be glad you're not in Gotham." Peter joked, "I swear, the sky's always red down there just to prove how dark and gloomy it is. I'm still wondering how that city works to be the only one in the entire country to do that."

"Have you been to Gotham?" Barry asked, "Once you see it, it all makes sense."

Peter raised a hand, "Believe me, I was there."

"How?" Peter heard Spike say.

"It's how I met Batman. Somehow a rift opened between our worlds and we stopped our enemies by joining forces. Y'know, typical superhero team-up shenanigans." Peter elaborated.

"How many adventures did you go on before I summoned you?" Twilight asked.

Peter shrugged, "I dunno."

"Hold on... You summoned him?" Cisco wanted to know.

"Yes. A spell to summon the greatest hero in the universe to Equestria." Twilight elaborated for the scientists.

"And you brought him to your world? You'd think it would bring Superman." Caitlin responded.

Miguel sighed, "None of us believed it either, especially when Parker told me. But it was for the better, I think."

"So let me get this straight. You used a spell to summon Spider-Man to this magical world of ponies. Under what circumstances would it be required to bring a hero from an alternate universe to your aid in your own world?" Wells questioned.

"My magic was being blocked, no other method of communication and a rampaging dragon attacking. I was out of options at that point, and my magic only worked with the spell." Twilight answered.

"It makes sense in context." Sunset added.

Wells shook his head, "I'm pretty sure it doesn't."

"Yeah, it does." Ben noted.

Wells responded by rubbing his head in frustration, "Right... Anyway, how about we give you a tour of the lab. Then you all can figure out the next step in fighting the Legion of Doom." when everyone nodded, it was decided.

The group walked around, seeing the old cells where they kept the metahumans before Iron Heights manages to contain metahumans on their own. Peter and Twilight pointed out how unethical the situation was, and the team agreed, but there was no other option at the time. "That's one way to arrest someone." Ben joked.

After the tour, the group went outside to meet Spike, who lowered himself so everyone could hop on his back. Peter put on his mask as he waved to the lab team, "It was nice meeting you all. Maybe we'll come back before we leave!" he said.

"Anytime, Pete!" Cisco responded.

"It was a pleasure!" Twilight added.

"Stay cool you guys!" Spike said before flapping his wings and taking to the night skies. As the group left, Wells looked at Barry as he waved goodbye for the moment.

Barry looked at the older scientist, "What?"

"Never drag me into these things again." Wells responded, "I can only handle so much crazy on two Earths."

"You know you enjoyed it, Wells. For once nothing terrible happened." Caitlin reminded him.

Cisco nodded, "Heck yeah! This calls for celebration. I'll get the nachos!"

Iron Heights...

Alchemy sat down, but he remained calm. Almoat as though everything was according to plan. The guards passed by his padded and sealed cell with dirty looks, seeing that he was powerless without that strange stone of his.

'Alchemy...'

The figure stood up, "Is it you?"

At that instant, a green light appeared, revealing an image of Loki, 'That is correct. You have done your part here and have proven yourself worthy to our organization.'

"I see. What shall you do?"

Loki chuckled darkly, 'You will come with me to introduce you to the others. Once there, I will grant your abilities back as you have used in the knowledge I have given you properly.'

'Welcome to the Legion of Doom.'

The two then vanished, to where Loki and Luthor continued their machinations in the shadows. The Legion of Doom had just gained a new member.

Star City...

A lone thug was seen exiting the back door of a club. He walked peacefully through an alleyway as he drank a bottle of beer. His thoughts were pushed aside, however, when he felt as though something was off at the moment. "Somethin' ain't right here." he whispered, holding the glass bottle tightly.

The sound of a zipwire got his attention, and he looked upward. The thug gulped, seeing a man wearing a green hoodie and a bow in hand with a pack of arrows behind him. "H-Hey, man! I ain't done nothin' tonight!" he pleaded.

The hooded figure silently responded by grabbing an arrow and placing it on the bow. He released the string, the arrow hitting the man in the leg, causing him to scream in pain as he fell to a knee. "What the hell!? I'm innocent!" he cried.

Quietly, the hooded person hopped down, landing next to the injured thug. The man immediately realized that this wasn't the same vigilante he faced before. His mask was different, covering his entire face, instead of a domino mask like usual.

He held down the thug, holding his head and shoving him on a brick wall a second later. "You think I'm Green Arrow... Your mistake... I have a message for your boss." he said in a demonic voice.

"A-Anything! Just let me live!" the man cried again, seeing the hooded person hold an arrow to the side of his head. "What is i-it that you want?!" he asked.

"Tell your boss, Tobias Church, that the Green Arrow is my kill! If he dares intervene in anyway, I'll kill him and then you!" the hooded figure revealed to the thug.

"Okay!" screamed the man, feeling an arrow get lodged into his arm, him feeling the blood drip off his limbs. "Ow! W-Who are you?!"

The hooded figure released the man before yanking the arrows out of him. He turned away before jumping up the catwalk in the alleyway, but he gave a name. A name that sent shivers down the thugs's spine all night.

"Prometheus."

You Have Failed This City

View Online

Star City...

"Gentlemen... Business has been booming." said a tall thug, adjusting the collars on his suit. He flipped the pile of dollar bills in his hands as he counted each one, all of them a fortune total. "Our gang has Star City in a bind and we're coming out on top!"

Another man nodded, "Amen to that, Church."

Tobias Church laughed, "Now, all we have to worry about is the Green Arrow getting in the way. And I may have the solution."

"What is it?" another asked.

Tobias raised a hand after placing down the pile of money, "One of my men came to me yesterday, telling me about this Prometheus fellow that attacked him. Well, turns out he followed him here. And we made a small deal that benefits us both..."

Then the sound of the lightbulb above them in the already dimly lit room surprised them. Church grunted in shock, "Damn it! Someone get a spare bulb. Circuits in the place suck..."

One of them nodded and stood up from his chair, grabbing a flashlight from under the table. "Son of a..." he muttered, wandering about the dark hallways of the empty warehouse. "Where the hell did he keep the damn things?" he asked himself.

The man felt something tug at his leg, him looking down in response. Then he tripped, feeling himself get pushed backwards, he screamed as he he was sent into the darkness. Punching sounds were heard before silence returned.

In the other room, Church heard the sounds and looked to his bodyguard. "Go investigate. I have a feeling we may have a certain visitor here with us." he ordered. The guard nodded and revealed his pistol, aiming it in front of him.

The bodyguard gulped silenty, fearing what was happening. It couldn't have been... Him. He assumed there was no way Church and himself could be found. The guard prayed, wishing he had brought more men to aid him. But all was silent in the hallway of the hideout they resided in, making him paranoid.

A sound made him flinch in surprise, him snapping his body to the side, aiming his gun at the shadows. "S-Show yourself! I ain't afraid to shoot!" he threatened. Silence. Without hesitation, he pulled the trigger, a loud banging heard as a response.

He swore he saw a hooded man wearing green standing, barely lit in the moonlight shining through the window. He saw some gestures before something happened. It seemed he had his arm held back, but then, a light flickered, and he saw who it was immediately.

A sharp pain suddenly coursed through his leg, making him scream in pain as he got a knee. "Ah! Holy..." he whispered, trying to ignore the pain and remove the arrow lodged in. He heard footsteps and sweat poured down his face as he struggled to leave. But he was too slow and a foot stepped on his back.

"Your boss!" growled a deep voice. "What's he planning?!"

"I-I d-don't know! Don't kill me!" the guard pleaded.

"If you don't start talking, I'll jam this arrow further into your leg!" threatened the Green Arrow as loud as he could, holding onto the rod of the projectile as promised. "Now!"

The guard whimpered in fright, "Alright, man! He wants this city for himself and you outta the way! That's all I know, I swear!" he cried, feeling the arrow dig further into his leg.

With a sigh, Arrow released the arrow before yanking it out of the man, making him scream in pain once more. "Don't get up, or I'll put it right back there." he warned. He saw the man nod at the corner of his eye as he continued walking.

Oliver stomped his feet as he marched on, climbing into a vent as he snuck through the warehouse while crawling throught the ducts. 'Two men... Tobias must be really confident in himself if he had such low numbers in forces. That's his mistake.' he thought, kicking down the cover of the shaft, sending it across the room.

Tobias snapped his head upwards, seeing Green Arrow falling onto the table, the vigilante pulling out his bow and an arrow reared back for him to release. "Tobias Church! You have failed this city!" declared the Green Arrow as he readied to end the gangster.

"Well, if it isn't the Green Arrow, himself. I knew you'd find me eventually." Church admitted calmly, "It's too late. This city has fallen under my control. You're not able to handle what comes next on your own, that I promise."

Green Arrow gritted his teeth, "What are you talking about?!"

"You can come out now." ordered Church to a mysterious figure.

Out of nowhere, something pushed Oliver. The Arrow placed a fist on the ground as he pushed himself up, seeing a man covered in a hood like himself. "Who the hell are you?!" he questioned, seeing the lookalike with a blunt weapon and a bow and arrows like his own.

"The one who will bring you down. Prometheus." Prometheus revealed to the Arrow.

Tobias laughed, "He and I came to an... agreement of sorts. He kills you and I rule the city. Such a simple bargain I admit, but I want you out of the picture through any means necessary."

Prometheus reared a fist back at Oliver, the vigilante, grabbing his arm and moving it to the side, allowing him to hit the lookalike with the blunt of his bow before flipping him to the side. "You won't get away, Church! You will pay for the lives you've taken!"

The dark hood got back to his feet, roundhouse kicking Oliver while he was talking, knocking the wind out of him. The Arrow grunted, elbowing Prometheus in the mask, him seeminly immune to the attack. Prometheus responded by giving Oliver a right hook, his hapead snapping sideways as a result, blood dripping from his mouth. Green Arrow readied his bow and an arrow, and shot at Prometheus, but the dark counterpart used a blunt escrima stick to deflect the arrow before he could reach him. Oliver sighed as he placed the bow on his back.

Oliver saw Tobias run away, but unfortunately he could not be concerned with him due to the new assassin trying to kill him. "You should surrender while you still have a chance." said the vigilante.

"I won't surrender to you." the dark hood replied, throwing a shuriken at the Arrow. Oliver swerved his body to the side, hearing the sharp projectile stick to the wall once standing straight. The Green Arrow grunted as he lunged after Prometheus, but his rival managed to grab Oliver's fist again and threw him aside.

Prometheus watched as the Arrow got back to his feet, "It's time I ended you." he said, kicking Oliver, knocking him into a wall. The Arrow yelled as he tried to punch Prometheus, but the dark hood managed to uppercut him instead before his fist could collide with the mask. "It's pointless, Arrow. I am the greatest assassin in the world."

"Yeah?" asked Oliver, wiping the blood from his mouth, "I know some others who say otherwise."

Instead of speaking, Prometheus decided to respond by jamming his elbow into Oliver's face then continuing with a jab to the Arrow's chest, him wheezing in response. "Damn it..." groaned Oliver, holding his aching chest.

Prometheus lowered himself, spinning his legs around to trip the Arrow. He pulled out his escrima stick and swung it directly at his hip before punching Oliver again then he repeated his actions twice more. Green Arrow tried to escape by rolling away, which worked. The dark hood saw the Arrow get up and threw another shuriken in his direction. Oliver pulled out his bow and mirrored his rival's actions, deflecting the projectile. He moved the bow back, whacking Prometheus in the back of the head before elbowing his neck.

Panting, Oliver started to walk away. But something hit him. Prometheus used his blunt weapon to hit his new opponent in the back, making him stumble. Staying conscious, the Arrow aimed his bow at the dark hood, hoping to hit Prometheus, but instead he got an arrow to the shoulder instead, he screamed in response. Then, Prometheus gave Oliver a swift left hook before finishing with a crane kick to his legs, weakening him greatly.

"It's no use, Arrow. I am stronger, faster, and better than you in every aspect." declared Prometheus, seeing Oliver remove the arrow from himself forcibly. "It all ends here."

Oliver spat, "Not today..." he jumped out the nearest window, using his uninjured hand to create a zipline to the nearest building he could reach. Once he saw he was in the clear, he collapsed on the stone roof he was standing on, gasping for air.

"Holy hell..." he panted, pulling a strange object of sorts out, "I guess they can help if they're here..."

The signal of a communicator blared in the Hall of Justice late at night, waking up everybody who was sleeping, or was busy doing something else at the moment. Especially Deadpool, who had just gotten done making his macaroni art of him and Pinkie frolicking. The merc sighed, "So much for my artistic value." he got up from the chair, putting down the bottle of glue he was holding and grabbing his katanas and pistols. He also grabbed the communicator placed on the table, which its volume was at its loudest.

Peter and Twilight rushed down the halls with Logan and Johnny trailing them as fast they could. "What do you think is happening this time, Peter?" asked the former alicorn.

"I have no clue. If our Earths share something, it's that we're always busy with some new threat."

"No kiddin'. Feels like I never left home." grunted Logan, putting on his mask.

Johnny groaned, "I was enjoying a nice nap too. Don't tell me someone had the balls to break into the freaking Hall of Justice now of all times! He isn't gonna find much."

"Quit yer whinin' and we'll find out." Wolverine growled.

Twilight nodded, "He's right, Johnny. Someone needs our help right now it seems."

"Sorry 'bout that, ladies and gents!" Deadpool exclaimed, "This thing's volume settings were set to loud. The vocals in this place freaking suck if you call all hear it."

Peter snatched the communicator out of Wade's hands as he placed it on his ear. "You got Spidey."

'Peter? Huh, didn't think you'd answer. I'm kinda in a jam here in Star City. Normally I wouldn't call anyone for help, but, uh... I just kinda got my ass kicked by this strange hooded martial artist and... Well, Batman's already here investigating. Meet us at Queen Industries, and I'll explain the rest from there.'

The young man put the communicator in his pocket, looking at his wife. "It was Oliver. He needs our help fighting some super martial artist or whatever. He didn't give me details. If it's vigilante business then not a lot of us need to go."

"Then who is?" Johnny asked.

"Myself... Logan, Sunset and... Wade." Peter decided. We need you all here just in case Superman or someone else needs help."

"Smart thinkin', kid." Logan complimented.

"Give me a minute to suit up and we'll head out." Peter said.

Back at the Arrow Cave, Oliver looked at the intel Batman found, the Dark Knight sitting and typing on a keyboard. "It just doesn't make sense. I've never heard of this Prometheus person before tonight... And now he has this grudge against me? Something doesn't seem right will all of this." he crossed his arms and sighed.

Batman scowled, "Sounds like something Barry told me today. A new metahuman calling himself Alchemy appeared and suddenly gained knowledge of a parallel universe. It could be the same thing happening to this character."

Oliver groaned, "But how?"

The Dark Knight looked at a picure of Prometheus, one of the only ones found. "The Legion of Doom and Loki. Perhaps the so-called Trickster God can manipulate these new villains into acting like alternate counterparts of who they are. There was no Prometheus in this universe... Until now it seems."

The Arrow rolled his eyes, "Great. More nutcases wanting to rule Star City. As if things aren't busy enough as it is. By the way, how was Equestria after I left?"

"Busier than expected." Batman admitted, "The heroes we left there should cover in case something happens. Nightwing and Quicksilver as well as Anti-Venom and First Spider are there watching over the ponies, though they can handle themselves fine."

Nodding, Oliver looked at the communicator, feeling it vibrate in his pocket. "You guys here?" he asked, holding it to his ear.

'Yep! Can you hurry? Deadpool's getting antsy in his chair.' he heard Spider-Man on the other line. Oliver chuckled as he walked to the elevator to greet his allies.

A few minutes passed and the elevator was more crowded. Oliver stood in front with Spider-Man, Sunset Shimmer, Wolverine and Deadpool behind him. The heroes were astonished by how big the lair was and how the green lighting made it lively. "Welcome to the Arrow Cave. I only reveal this place to those I can trust. And with you saving me back in Equestria... I guess you earned the right to see it."

"Woah! It's like the Batcave! But more... Arrowy!" Deadpool cheered.

'It's brighter than the Batcave.'

'But the show is so dreary sometimes.'

'Irony... It's still more silly than expected.'

Batman raised a brow at that comment, "How do you know about the Batcave and what it looks like?"

"To be fair, Bats. Everyone knows about the Batcave." joked Spidey.

Sunset Shimmer looked at all the different bows placed on the wall as well as the various computers. "Some collection you have here, Oliver." she complimented.

"Thanks. It took years for me to get where I'm at. But I didn't call you all here for a tour. It's another matter entirely." Oliver replied.

Logan nodded, "Yeah. What the hell did you want us here for?"

Batman pointed at the largest monitor in the room. "This is a ruthless assassin known as Prometheus. So far his kills are in small numbers, only small-time gangsters and the like in Star City. Records say he popped up a few days ago and only tonight did he get in conflict with the Green Arrow."

"Normally, I'm not one to call for help. But with all of you here we could end this and possibly lower any future threats the Legion of Doom might use against you." added the archer.

Spider-Man put a finger on his chin, "What are his abilities?"

The Arrow shrugged, "He's really good at martial arts and is able to use a bow and arrow like me. He's the reverse-me it seems."

"That's why I'm here. I wanna analyze his fighting style and see if I can find a flaw in his pattern. Bring him down before he could do anymore damage." Batman explained.

Deadpool raised a fist, "Aw yeah! We get to kick ass CW-style! What's your plan, GA?"

Oliver cleared his throat, "Um... He seems to be working with Tobias Church, someone trying to be top gangster in this city, at least so he knows I'll come for him. I placed a tracker on Church so we can follow him wherever he's at."

Spider-Man smirked, "So we're clearing out Kingpins? Man, I haven't fought simple nongimmick criminals in years. I'm kinda getting nostalgic here."

"Don't get excited yet, kid. There's always a catch to this type of thing. Prometheus is gonna get in our way no doubt." Logan responded to Peter.

"He managed to beat you in a fight?" Sunset asked, "At least you're not alone this time. He has no powers so this should be simple."

"Don't underestimate anyone, Sunset." Batman said.

Raising a finger, the former unicorn continued, "I know... I'm easing any stress."

"Hey. Leave the levity to me." Deadpool ordered.

Arrow cleared his throat again, placing his hood over his head, "Anyway... He's at another building, this one near the docks. We'll outnumber Prometheus and any other goons he has waiting for us."

Wolverine unsheathed his claws, "Excellent. Let's get this over with."

Green Arrow perched himself next to Spider-Man and Batman, the Dark Knight using binoculars to observe the abandoned building and what to expect from there. Lowering his visors and turning off his Detective Vision, he spoke at last. "Five armed men on both floors, weapons placed in various closets and exposed lightbulbs as their light source." he announced to the team. "Prometheus and Church are on the third floor with three unarmed guards."

"Nice observing, Bats." said Arrow, "It's simple. Logan, Wade and Sunset can draw out the armed forces, distracting them long enough for me, Bats and Peter to face Prometheus."

"You just want payback don't you?" Sunset playfully asked.

Spider-Man rubbed his hands, "I don't blame him."

"It's stupid, but I'm not one to talk." Logan said. "C'mon you two. And Wade..."

"Yeah, Logan ol' buddy ol' pal?" asked Deadpool.

Logan exhaled, "Keep yer damn mouth shut while we do this. And no killing."

"I can do that!" Deadpool said.

'What about lethal force?'

'Already on it! They won't die, but they wish they did!'

The three used a rope to lower themselves and quietly enter the building from their spots. Using her magic, Sunset broke the lightbulb, removing any light from the first floor. The guards aimed their guns upward and at their sides, wondering what happened. The sorceress knelt down underneath a table as a hiding spot. She waved a hand, disarming one of them while they weren't paying attention. She quietly chuckled over what she did. The five of them scattered across the rooms, leaving them wide open for attack.

The sound of clanging got the goons' attention. Wolverine silently jumped, swinging his claws in an upward direction to one of their arms, scratching them and knocking the gun off him. He pulled his claws back as he punched the guard in the face. He faced another usinf his claws to stab him in the leg, the man screamed in pain as Logan grunted, putting his hand over his mouth. "That'll shut you up." he whispered, slamming them on the ground.

Sunset focused her attention on the guard she disarmed, seeing them walk into a lit room. "Let's make this quick..." she muttered, using her magic to break the lightbulb in that room as well.she shot a small beam at the goon, tripping him before closing the door on him, locking him inside for the time.

The last two guards on the floor were Deadpool's responsibility. Wade hushed himself as he hopped atop a cabinet. The guards aimed their guns in various directions as they scrambled in the darkness, looking for their targets. "Is it the Arrow?" one of them asked.

"You wish it was the Arrow." whispered Wade.

The Merc with a Mouth pulled the trigger on his pistol, shooting the left thug on the shoulder, him screaming in pain as he released his only weapon. The other thug looked at him confusion, looking at the source of the loud sound. "Too late." said Deadpool, jumping down from his spot and holding his katanas.

He sliced the leg of the other thug, scratching him. Blood dripped from each of their wounds as he held his weapons back. Deadpool then lowered himself to punch the last conscious thug in the face. "Nighty night, Generic Thug 445."

'Did we really keep count?'

'No... We're not that crazy.'

Deadpool saw an orb of light coming for him and he raised his hands, "Don't take me away, God..." he muttered.

"Wade. It's Sunset and Logan." Sunset said, holding her glowing hands in front of her. "Though, I can only wonder what goes on in that head of yours."

Logan sighed, "Ya don't wanna know, Red."

"It's true." Deadpool agreed.

The former unicorn blinked, "...Right. Now we should focus on the second floor before Bats, Spidey and Arrow get here."

"Yeah. Should take us a minute or two..." Logan said with a nod. The three quietly made their way upstairs and watched where the guards were stationed.

Using her magic, Sunset created some noise. With an order, the five of them scattered around the floor, making it easier for them to be taken care of. Sunset snuck behind two of them, focusing a spell to enhance a physical attack. With her glowing hand she punched one thug in the back before lifting the gun off another, then she created a small shockwave, sending him through a wall. Looking up, she decided to rid the rooms of all light to make it easier for the mutants.

In another room, one lone guard aimed his gun upwards, unable to see what's around him. The shine of something got his attention and he spotted Wolverine perched on the ceiling, his claws stuck into the wall corners. He shot at Logan. Hoping to kill him at sight. The X-Man flinched for a second before the bullet hole closed itself. "No one ever learns do they?" he asked quietly.

The mutant hopped down, seeing the guard shiver in his spot. With his claws, he knocked the weapon out of his hands. The mook punched Logan, but he countered with a right hook. "It ain't gonna work on me, bub." boasted the X-Man.

"What the hell are you?"

Logan punched the thug unconscious right there. "Yer worst nightmare."

The last two armed guards wandered about, but unlike last time, Deadpool decided to goof around, slicing a man's arm nearly clean off in the process with his katanas. Using his teleportation belt he appeared behind the second guy while the other was screaming in pure agony. "Time's up, bitches!"

Deadpool shot the two in the legs, making them fall immediately. As a last act, he kicked them both while they were down before throwing some rocks on their heads. "Now I'm an A-hole." he muttered,

'We always were!'

'I'm not doubting that.'

Another orb of light was seen and Sunset and Wolverine revealed themselves once again. "I think that's all of them. Did we have a signal in mind for Batman?"

"I don't think so..." Logan admitted, "They're gonna have'ta assume we got the job done."

"Wait!" Deadpool said. "I got an idea."

"I don't like the sound of that..." gulped Sunset.

From their spot, Batman sighed, "Deadpool gave us a signal... Yep, it's a finger through a hole. Damn it."

"Typical Wade." Spider-Man groaned, though he couldn't help but chuckle lightly.

"Crude hand gestures aside. We can take down those guys no problem." Arrow said, pulling out his bow, "C'mon, guys."

Spider-Man swung ahead of the vigilantes, bursting through the window with ease, surprising Church and the goons, but not the new assassin. "Sorry about breaking the oh so valuable looking windows, gents." said Spider-Man sarcastically, "But your whole crime thing is ending tonight. That much you can bet on."

"Who the hell are you!?" Tobias asked in shock.

The wall-crawler webbed up the three thugs in a matter of seconds before pointing at himself. "I'm just your friendly-neighborhood tourist Spider-Man, in a not-so-friendly city." he introduced himself using his webs as hammers to beat the goons down as fast as he could.

As Tobias reached for a gun, a sharp projectile stuck to his hand, making him yell. Batman jumped in, his cape lowering as he landed. "You won't be doing much." he declared.

"B-Batman?!" Church nearly screamed in fear.

"They're not alone."

Then, Green Arrow jumped in, kicking Prometheus as he entered the building. "We're going to settle this now, Prometheus." boasted the Arrow, holding out his bow.

Spider-Man webbed up Church, covering his mouth in webbing. "Shut up, Church. This is a grown up discussion."

"It will be the same as before." Prometheus declared.

Green Arrow and Batman stared at the assassin, clenching their fists him. "Batman, Green Arrow, the Spider-Man, it will not make a difference for any of you."

"I say it will." Batman growled.

Prometheus grunted, wanting to punch Batman. The Dark Knight leaned backwards and uppercutted the assassin. "Your style is predictable, Prometheus."

"I have studied the both of you. Your techniques, styles. All of it." revealed the dark hood.

"It is all for naught." Oliver said. He used the blunt of his bow to hit Prometheus in the head. Then, Batman kicked him, the assassin holding his leg in the process. He threw the Dark Knight down, stepping over him in the process.

Before he could end Batman, Spider-Man webbed up Prometheus' armed hand. "Careful where you aim that thing, Prometheus! You could kill someone doing that."

"I do not treat you as a threat." said the dark hood.

Peter sighed, "Really? Unlike these two, I have have superpowers. Your mistake, pal."

The Arrow roundhouse kicked Prometheus in the stomach before spinning his bow to the assassin's sides. In response, the assassin uppercutted Oliver in the jaw. Batman caught Prometheus' fist, mocing it down to allow himself a moment to strike. "You left yourself open, Prometheus."

The sound of a gunshot surprised the dark hood, and he looked down, seeing a bullet hole in his shoulder. "No killing!" shouted a proud Deadpool, holding his pistol in front of him. "I did you vigilantes proud."

"Shut up, Wade." said Logan, seeing the hooded assassin.

Prometheus threw a shuriken, it hitting Logan's neck. Wolverine snapped his head back in place, scaring the assassin. Wolverine grabbed the projectile and tossed it on the ground.

"You cannot be here. It was a simple score to settle." said Prometheus.

He used his escrima stick to whack Logan, but Sunset Shimmer kept it up with her magic. "It's over." she announced. With a wave of her hand, she pushed him to a wall.

Green Arrow held him down with his bow, it placed on the assassin's throat. "No weapons. One on one..." he declared, "I'll show you who's superior."

"Jeez, Arrow. Now's not the time to have an ego." Peter sighed.

Batman cracked his knuckles, "No. Let him. Prometheus should be taught that imitation can't get him everywhere."

Wolverine chuckled, "I should'a brought a beer."

Green Arrow held up Prometheus, both of them dropping all their weapons as they raised their fist. Oliver was the first to attack, striking the assassin in the chest. The dark hood moved his fist to Arrow's side, making him flinch in pain. The Arrow ducked down, jabbing and uppercutting Prometheus' jaw. The rival lowered himself as well, spin-kicking Oliver's legs and making him trip. The Arrow grunted as he rolled to his side flipping back on his feet.

In the process of flipping, the Arrow managed to have his feet collide with Prometheus' body. When he got back to his feet, Oliver struck two finger on the assassin's bullet wound, making him hold his shoulder as he ignored the sensation. 'Weakness. Thanks, Deadpool.' thought the vigilante.

"I will... Defeat you." panted Prometheus.

The dark hood tried to punch Oliver, but he got slower, allowing the vigilante to grab his arm and deflect the attack with an elbow to his stomach before driving both fists into his head. Prometheus fell to the ground, but he twitched, meaning he was still awake. "You should just give up." warned Arrow.

"N-No..." grunted the dark hood. Green Arrow lowered himself and punched Prometheus one last time, making him fall unconscious with ease.

"Yes." said Spider-Man, who webbed up the assassin.

"Good work, Oliver." said Batman. "He learned that even learning our abilities doesn't mean that he can master them. It will be a while until he can face us again."

"And the bullet wound. You're welcome." Deadpool added.

Logan nodded, "Now what? It seems things have cleared up here now."

Nodding, Spider-Man looked at the night sky, "Night's still young. We can head back to the Hall of Justice and then focus on finding the Avengers for good tomorrow."

"But I have one more question. Everyday, it seems a new foe just pops in out of nowhere. Doomsday, Alchemy and now Prometheus. Is there a connection?"

Batman nodded, "Most likely. Luthor and Loki want to wear us down. They're doing this anyway they can. But we'll focus on that tomorrow. I'll be back at the Hall of Justice in the morning and discuss what we should've talked about when we first arrived."

"Sounds like a plan, Bats." said Peter, then he faced Oliver, "Need some help here, Arrow?"

Oliver shook his head, "Nah, you guys go back, This is my city and you have a mission. Let me know when you go back to Equestria and I may pop in at some point." he extended a hand, allowing Peter to take it.

"Sure thing, man."

"Oh, and Bats?" began Oliver, "Take care."

Batman gave him a thin smile, "You too."

Sunset's eyes went wide, "D-Did Batman just smile?"

Logan chuckled, "Even he has his lighter moments, Red."

"Levity is always good." Deadpool added.

The group all laughed except for Batman. But once that was done and everything was clear, the team returned to the hall and Batman to Gotham.

Tartarus...

"Prometheus served his purpose." said Loki.

Discord laughed, "I admit, it's fun playing around with alternate counterparts. Sounds like a soap-opera TV series in Central City and Star City."

Luthor smirked, "I'm glad they were successes, but now it's time we end matters there for good. You may reveal yourself now."

It was a pony wearing a strange silver armor of sorts, looking like a savage spider. "No way..." whispered Scorpion.

"Gargan. Bench. I'm surprised to see the both of you here." said the figure.

Luthor gestured to the newcomer, "Meet Alistair Smythe, also known as the Spider-Slayer. He has created plenty of creations that can combat Spider-Man and even an exo-suit for the same purpose. You will be joining him, Scorpion."

"Finally!" cheered Gargan, "I can crush Spider-Man once and for all. What's the plan, Smythe?"

"It has been years since I combatted Spider-Man, but in the time I created the perfect exo-suit and army of Spider-Slayer robots in case he ever reveals himself again. I'm glad I can put them to use." Smythe revealed to the costumed villain. "We will strike in the morning."

"I like it! Let's go!" chanted Gargan.

"Is that all, Luthor?" asked Loki.

Luthor raised a hoof, "Oh no. I wish to send Hydro-Man there should the two fail and then... A certain team will strike the league I despise oh so much. Meanwhile while the teams fight, Equestria will be sent another message of our reckoning."

Scorpion Slayer

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The sun beamed through the windows, signaling a new day for the heroes. On his bed, Peter stretched, scratching his head before looking at Twilight, who lied peacefully next to him. 'Huh. And I'm usually the one that slacks off.' he looked at the clock, seeing that it was almost the afternoon. 'Nevermind. Note to self, never spend a night in Gotham or Star City again. It's too taxing on my amazing sleep schedule.' he mused as he sat up.

Twilight moved, showing that she was waking up as well. "Huh? What time is it?" she fluttered her eyes open. Peter's heart skipped a beat at the sight of his wife and she realized that he returned after his night of crimefighting. "Oh, you're back Peter. Did everything go well?" she wondered.

Peter leaned down, giving Twilight a quick kiss on lips. "Yep. Oliver pretty much taught him a lesson. We won't be hearing from Prometheus for a while. We even ended a small crime ring in the process. It felt like old times, honestly."

"Old times? Like back in New York?"

The young man nodded, "Yeah. Before I faced a multitude of themed supervillains and Equestrian threats, I faced common criminals like the Kingpin and his gang who tried to take over New York's underworld. Compared to the things I deal with today, I kinda miss the simplicity of those days." he admitted. "But I wouldn't go back to that if it meant I would never come to Equestria."

"Peter..." Twilight sighed bashfully.

With a yawn, Peter chuckled, "So, Bats said he was coming here to help us find the Avengers. Wherever they're at. As of now, Strange is busy keeping the portal open with Fate, so we really can't ask them for help this time."

"I see. But they could be anywhere on the two Earths. I wish I knew my way around here, and maybe I can at least search the landmarks of this dimension." Twilight exhaled.

Peter frowned, "Don't worry about that, Twi. We have quite the team here as it is. The Justice League is on our side." he blinked, "Wow. A part of me always wanted to say that." a smile formed on his face, "Sorry, had a bit of a geeking out moment."

Twilight giggled, "Of course you did."

Standing on the roof of the Hall of Justice was Luna, who looked at the sun with her arms crossed. The Moon Princess sighed, "Why must trouble always find a way to us?" she asked herself.

The sound of wings flapping got her attention. Turning her head se saw the enlarged Spike looking at her with worried eyes, "You alright, Princess Luna? You don't look to happy."

Luna sighed, "It is nothing, Spike. Thou shouldn't worry about me right now. It's just... Why do we keep fighting? Everytime Peter or any of us rid Equestria of a threat, a bigger one seems to take its place. Goblin, Sloan... And now this Legion of Doom. As a princess, my sister and I wish to protect our kingdom, but how can we if we're not even there to watch it?"

Spike gulped, "I-I'm not one for profound words, Princess Luna. But... We do what's necessary. For as long as I've known you and Celestia, the two of you would never truly abandon Equestria in its time of need. This is a necessary leave in order to stop the threat. At least that's how I look at it anyway."

"What does thou mean?" Luna wondered.

"It means it was the right option." a deep voice interjected.

Luna and Spike turned around, seeing Batman on the roof with them. Spike placed a talon on his chest, "Jeez, Bats. You're gonna give us a heart attack." said the dragon.

"The only way you could win this war is if you take the fight elsewhere. We needed to expand our forces, Superman needed to be saved and the Justice League is still missing one member. Don't doubt yourself now," Batman continued.

"You are a ruler. I know a few of them. Like you, they wish the best for where and who they rule. Even if it means leaving their kingdom in order to stop a threat. That doesn't make you a bad princess or a bad hero. It means you make tough decisions. And as hard and rough as it may sound, the tougher decision may end up being the right one in the end."

Spike blinked, "Wow. That's deep."

"I didn't take you to be a motivator." Luna teased.

Batman smirked, "If it gets you off the roof, I will do what's necessary."

The dragon looked at the two guardians of the night, "Huh. Didn't expect this meeting to go down like this." he silently admitted, "I should'a asked Cisco if he had more popcorn."

"You should let the others know you're here." said the Moon Princess.

"Maybe." replied Batman.

"This guy and his disappearing act. He could scare the entire hall." Spike chuckled to himself. Luna lightly laughed as well at the large dragon's comments.

Batman narrowed his eyes, "Let's go."

"--And so I said, 'why you gotta do that to the box?'" Deadpool told his story, "So, I popped one in his head for mixing up my pizza order. It shouldn't be too hard to give me pepperoni, not pineapple and anchovies!" he yelled. Wase slammed his fists on the table and yelled, "I mean, they went out of their way to put fish on it! It just ruins the whole thing."

Bobby and Johnny yawned, "Y'know, Wade. All of your stories are pretty much the same when you get right down to it." said Bobby.

'Did he just criticize us?'

'He did. I don't blame him.'

"Gotta admit, that one was actually pretty funny. Minus the part where you killed a pizza man." Johnny admitted. "Then it just got kinda dark from there," he critiqued.

Ben sighed, "How did I even get involved in this conversation?" he questioned, planting his face on the table.

"Because you needed something better to do. And by better, I mean listen to my awesome stories!" Deadpool elaborated, pulling out a bottle of glue. "Now I gotta get back to making art of my pink waifu."

Johnny and Bobby gagged at that, "No offense, I'm okay with you being into ponies. But please... Never use that term again." Bobby commanded the mercenary.

The clone got up from his chair and spoke, "I'm gonna see what Peter's up to. Bats said he was coming today anyway."

The elemental heroes nodded and stood up as well, following Ben around the building. They saw Sunset, Miguel, Ben, Felicia and Logan watching the morning news. "...Reports in Metropolis say they saw Superman battling the Weather Wizard before he was put behind bars with assistance from the Scarlet Speedster." a reporter said.

"Man, he can't catch a break." Scott chuckled.

"A man capable of controlling weather..." Sunset gasped, "Luckily, only pegasi can control clouds and even then they can't control every single aspect of our sky to do as they please."

"I didn't even do that. After the first day, I fell flat on my face and decided working in the lab was a better option." Miguel joked.

Lang crossed his arms, "Being a pony has its pros and cons I suppose."

"Yeah. And I basically spent most my life as one." Ben joined in."Being a unicorn was strange."

"I can agree to that." Lang raised a fist.

"Had enough of Wade?" Sunset asked, a smirk seen on her face.

Nodding, Johnny groaned, "You have no idea... I can see why he was on 'Team Shut Up Already'."

"What are you going on about?" asked the thief, raising an eyebrow at his comment.

"No kiddin'. The four of ya just wouldn't stop talkin' when you were together." Logan grunted.

Scott laughed, "I should be a member. Everybody loves my sense of humor."

"Yeah, I'll make jackets." Bobby joked.

"Let's start." Ben agreed. He saw the old X-Man slam his hand onto his face in disbelief.

"This sounds like a bad idea." exhaled Felicia in disbelief."

"Is someone starting a club without me?"

Peter and Twilight walked by, hearing the ongoing conversation. "Is this about the nickname Stark gave us during the Masters of Evil attack?" he wondered.

"Yeah. Just throwing ideas around." Johnny replied.

Twilight rolled her eyes, "Only you three..."

"A bunch of goofballs aren't they?" Sunset teased.

"Don't pair me with these clowns." Miguel blurted out.

"Jesus... What the hell have I gotten myself into?" Logan muttered under his breath.

"Something ridiculous." chided Batman, revealing himself and Luna. Spike's eyes can be seen peeking through the windows, able to see and hear what's happening from his spot. "If we're done fooling around, we should get down to business."

Peter cleared his throat, "Yeah. What do you have in mind, Bats?"

Batman replied, "As of now, we're missing a member of the Justice League: Aquaman. I sent J'onn and Diana to search for him in Atlantis and anywhere else he would like to go. They should be giving me an update sometime today on their progress. In the meantime, we should discuss the Avengers."

Scott nodded, "Cool. So, the six are under their control from what I remember at least. Together they can be a challenge, but I'm not gonna doubt the Justice League. You guys can get them back to their senses no problem once we find them."

"He is correct. The Superman is very powerful. He alone can take on the entire team with ease." Luna added.

"Not quite..." Logan corrected, "Yeah, the boyscout's powerful, but so are the Hulk and Thor. Those two will be a challenge fer him and Wonder Woman. But they are a well-oiled machine when they're together. Sometimes."

"You're telling me." Peter mumbled, "At least we're here as well to help the League. I'm sure Twilight, Luna, Sunset and Spike can ease the pressure should the time come."

"The Hulk was a difficult opponent last we fought," Twilight said, "And we only escaped Thor because we had Hulk on our side to begin with. The two of them together and the other heroes... It seems like too much to handle."

"To be fair, I was holding you back at the time and forcing you to change focus." Sunset admitted with a low sigh, "This time, we're together. And nothing has stopped us yet."

"She's right, Twi." said Spike, "Things are in our favor this time."

Felicia smirked, "I really haven't met the Avengers... But if it means saving the world, I got nothing to lose."

While the team was conversing, Ben clenched his head. Peter noticed this and knelt down to his sitting clone. "You alright, Ben?" he asked in a concerned tone.

Ben nodded, "Kinda... I think my Spider-Sense is going off."

"Now that you mention it... Me too. If you're feeling it too, something's up. You got your costume undeneath your clothes?" with another nod, Peter whispered, "Good. Keep an eye out."

"Is everything alright, you two?" questioned Twilight.

Peter rubbed his head, "Our Spider-Sense is going off... Something tells me--"

CRASH!

The windows broke apart as Spike moved away from the top of the building, the dragon lashing his claws out. Strange spider-like creatures raised their heads and their clawed hands. The heroes gave a disgusted scowl before Scott spoke, putting on his helmet. "I gotta ask. What the hell are those things?! Are they aliens?!"

Peter and Ben removed their shirts, revealing their costumes and putting on their masks. Spider-Man moved back as one of the creatures lunged their claws after them. "I don't know. But something about them looks familiar." he kicked the creature, performing a backflip and a handstand to push himself back up.

"These things look familiar?" Sunset almost shouted, "Is there anything you haven't dealt with before?"

Wolverine grunted, revealing his claws as he placed his cowl on, "Parker's right... Their scent is familiar. Somethin' tells me this is from the Legion of Doom."

"Whatever gave you that idea?" Scarlet Spider asked sarcastically.

Spider-Man 2099 lunged his talons at one of the creatures, jamming his fist into their mouths. "These shocking things remind of Tarantula... The Jackal better not have come back..." he groaned, digging his feet into the head of the same creature after hopping upward and pulling himself down with webbing.

Batman remained still, using his Detective Vision, "These... Things are bio-organic. Artificial creatures. I notice an exoskeleton on some of them here. Whoever created them knew what they were doing." he pointed out, throwing a batarang at one of them, it sticking to their shoulder. Twilight added to the attack by using a small concussive blast, sending it across the room.

"Flame on!" yelled Johnny, turning into the Human Torch. Johnny threw a fireball at one of them, burning it to a crisp almost immediately. "Oh, uh... That was... A little creepy."

Bobby transformed into Iceman and froze two of them over, allowing Sunset and Luna to blast them to pieces. "Now we just have to worry about the number of these things."

Gunshots were heard as Deadpool walked in, shooting some of the spider creatures down in an instant. "Yeah, yeah. All your base are belong to us. I got the point. Let's just get this over with." he unsheathed his katanas and began to attack.

Spider-Man and Batman stood back to back, both of them ready to stop the creatures. The wall-crawler shot web-balls at a few of them while the Dark Knight used his batclaw to pull one toward him. In a second, he raised both of his arms and slammed his gauntlets into the necks of the monsters. "Nice trick." complimented Spidey, driving his right leg into the jaw of a creature.

The webslinger hopped away, seeing Twilight and Sunset shoot down more robots with their magic. "Keep at it, Sunset! Who knows how many of these things there are!"

"I'm trying, Twlight!" Sunset responded.

In the air, Spike was busy on his own. Strange flying spider-robots tried to attack him, leaving him alone to fight. "Oh no you don't. I'm not getting pushed around while I'm a giant awesome dragon!" he roared, driving his claws into one of the machines.

Luna looked upward, seeing the dragon. She looked at the others for a moment, "I will aid Spike. Do your best in stopping these vile creatures." she declared. Her alicorn wings appeared on her back and she flew upwards a second later.

"You got it, Moonbutt!" Deadpool replied, slicing the heads off the creatures with a single slice. "Okay... A little grotesque I know... But they're not actually living!"

Wolverine dug his claws into a monster, stabbing it and slicing off its arms, "Whatever the hell sent 'em, they meant business."

Spider-Man 2099 and Black Cat stood next to each other, the future Spider scowling under his mask as one of the creatures shot acid at them. "What the shock?!" he webbed up its mouth in response. Black Cat used her claws to scratch their weak skin, allowing Johnny to finish them off with a simple fireball. "These are as weak as the Scorpion 2099 clones in Canterlot."

"I'll pretend I understood what you just said." Human Torch commented before facing the sky, "In the meantime, I think I should join Luna and Spike. Those robot things just keep coming." he angled himself upwards, ready to aid their fight.

Spider-Man groaned as the tingling sensation continued on his neck. "Yes, Spider-Sense, I know I'm in danger. You don't have to remind me right-- oof!" the wind was knocked out of him as he felt something whip his stomach instantly, breaking apart the walls. Spidey held his gut as he looked up.

"Oh crud." gulped Peter.

The Scorpion moved his tail back, and he snarled at Spider-Man, "A gift from the Legion of Doom. Meet the all-new and improved Spider-Slayers!" the villain revealed.

Spider-Man gasped for air, "S-Spider-Slayers...? No... Not him... I thought I was done with him."

Scorpion pointed a claw at Peter, "Well, he ain't done with ya! And neither am I!"

Imhaling, Spider-Man scowled, "How about we settle this outside, where there's more space, huh Gargan?" after saying that, he bolted out the door, with Scorpion chasing him. 'At the very least, it will get the others out of his crossfire. Seems cowardly, but I rather I get hurt by him than anyone else right now what with the Spider-Slayers.'

"There goes the Spider. Typical." Black Cat sighed.

"The Scorpion here?" Batman asked, "The Legion of Doom is definitely behind this."

"He called these things, Spider-Slayers." Logan noted, "Of course... Luthor got Smythe's creations as well. That means the brains isn't too far behind. Parker seems to be drawing 'em out to give us more space."

Twilight pushed back three Spider-Slayers with her magic before Sunset lifted them into the sky. "Spider-Slayers?" repeated the former alicorn, "These were meant to fight Peter then, and not us... That's good to know then."

One of the Spider-Slayers crawled on a wall and was ready to perform a backflip kick with the aid of a web-pull, but Sunset held the creature down, which gave Iceman a moment to freeze it. "How tough is the Scorpion?" asked the former unicorn.

I analyzed his suit. Made of a very durable material. It will be very difficult to break." Batman paused, detonating Explosive Gel planted on the floor underneath a group of Spider-Slayers, disintergrating them instantly. "Peter's going to need help in weakening him. Logan, Wade, O'Hara. You should go. The rest of us can handle the remaining Spider-Slayers in the building."

With them nodding, the three ran out to follow Spider-Man and Scorpion to aid the wallcrawler.

"Y'know, Scorpion, us arachnids should really stick together! No pun intended of course!" joked Spider-Man, leaping over a pile of debris, avoiding Scorpion's tail attacks. The armored arachnid drilled his tail downward again, and Spider-Man jumped in surprise, dodging the appendage in time.

"I just want out of this suit! And your death is the only way I can get that!" Gargan yelled, reaching out for Spidey, who ran up a building as fast as he could. He hopped off, pushing his hands off the stone wall, driving his feet into the Scorpion's jawed armored face. Spider-Man rolled back to his knees, seeing the villain unfazed by the attack. "Has it really been that long since we fought, Spider-Man? My armor got upgraded for just this occassion."

"Aw, breadcrumbs."

Scorpion gave Spider-Man a right hook, sending him flying across the street and creating a dent on a wall. Citizens ran about and the city,was in disarray. Peter held his aching spots as he fell back to the ground, "Crap. He did get an upgrade. This is gonna suck." he gulped, cracking his knuckles.

"Once I'm through with you, I'll get Jameson for sticking me in this thing in the first place." Gargan declared, driving his tail down again, prompting Peter to jump backwards.

"Didn't your parents ever tell you not to play with sharp objects, Gargan? Someone could lose an eye. Especially when said sharp objects are your hands and mutated tail." Peter joked, uppercutting Scorpion's jaw, jumping as he did so. Before Scorpion could counter, Peter placed his hands on Scorpion's large armored hands, giving him a vantage point to jump off his shoulders.

Spider-Man spun around, roundhouse-kicking the back of Scorpion's head. but Peter felt something pinch his legs. Spider-Man gulped again as Gargan slammed his body across the ground like a ragdoll. Whimpers were heard from Peter's mouth. Gargan laughed, "No more annoying jokes, Spider-Man?"

In silence, Peter shook himself free of Gargan's grasp, punching him with a right hook in process. He jumped as faraway as possible ans stretched his arms out. Scorpion then charged after him, teo weblines colliding with his shoulders, "Hey, Scorpion!" began Peter, clenching the web-lines as hard as he could.

"Get over here!"

Spider-Man performed a web-strike, driving his feet right into Scorpion's body, launching him across the block. Getting his bearings, Gargan dug a claw into the ground, stopping his momentum. "Not bad, bug. But it'll take a helluva lot more to stop me."

Peter held his aching legs, "Alright, you Juggernaut rip-off. I'm going to have to sue you for injuring my legs... Cause I can hardly feel them right now." cracking sounds were heard as he moved his limbs, "Ooh, yeah. That's gonna hurt in the morning."

Digging his feet into the ground, Scorpion was ready to tackle Spider-Man again, but something else got his attention. Bullets. Then, out of nowhere, Deadpool hopped on top of his body with a cowboy hat in his right hand. "Ride 'em, cowboy! Bring on the rodeo!"

"What the hell?" Gargan shouted.

Wolverine sliced Scorpion's armor, and in response Gargan threw Deadpool aside while stabbing Logan with his tail. With the tail still in his body, Wolverine smirked, "That hurt." he said, grabbing the appendage and yanking it right out of his chest.

Then, suddenly, while he was distracted, he felt something else attack him. A blur of sorts. It revealed itself to be Spider-Man 2099, who was crouching down. "Another shocking Scorpion. I guess Kron was unoriginal in his jam gimmick." he performed a short talon strike attack to Scorpion's chest, but it did nothing to damage him.

"Son of a glitch," muttered Miguel.

"Well, well. It seems you're handling things just fine." said a new figure, wearing a suit of armor designed like the Spider-Slayers. "I guess I wasn't needed.

Spider-Man clenched his fists at the mere sight of the figure. "I was hoping we'd never meet again, Smythe."

To Slay a Spider

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Spike roared loudly, forcing Johnny and Luna to cover their ears from the loud noise. Johnny spoke up, his hands still covering his ears, "Did you have to do that so loud?!"

The dragon chuckled, "Sorry... It's just cool."

Luna sighed, stretching a hand and drawing more magic to destroy the robots flying toward her, "We can worry about what's 'cool' later, Spike. Thou must aid us in battle."

"Jeez. You hang out with Thor, lady?" Johnny mumbled, rearing both of his fists back to deliver a fireball large enough to detonate a smaller Spider-Slayer robot with wings, and it exploded within his vicinity, but luckily he managed to absorb the heat of the blast.

The Moon Princess shot out an energy beam from her hands, seeing three robots come in her direction. Each of them were spider shaped and almost as large as Spike. She managed to drive holes through them, slowing them down slightly. Luna smirked as she created a small forcefield, blocking any projectiles and lasers aimed at her, deflecting them with ease.

"Mayhaps." Luna teased.

Johnny swirled around, swiftly dodging lasers shot out by yet another spider-robot. "These things are neverending!" he shouted, planting his feet atop the metal being and driving a fist into it, burning its circuits and shutting it down.

Spike swiped his tail around in middair, catching a few Spider-Slayers and robots, launching them across the sky until he saw some explosions on the side of a building. "I have no clue. But for some reason, they're spider-themed."

"One of Peter's enemies, I assume." the Moon Princess realized.

The Human Torch spun around, a trail of flames behind his flight path. He replied, "There's a lot of enemies. Venom, Goblin, Kraven, Doctor Octopus, and his self-esteem... But I don't know anyone with an army of spider-robots."

Suddenly, as another robot neared Human Torch, Ant-Man leaped out of nowhere, growing as he dug his fist into the red glowing eye of the metallic creature, destroying it and allowing it to shut down upon messing with the system wiring. "Woah! Scott, Jesus, man... You and Batman are masters of vanishing and appearing..." Johnny huffed in surprise, clenching his chest.

Without saying anything, Ant-Man shrunk down, latching onto another robot once he grew back and having flown on a small swarm of flies he summoned. The hero placed a hand on the top, allowing himself to be still to explain, "These are robots sent by the Spider-Slayer! They were mainly meant for Peter to fight! We can take these things down with ease if we use our full power! They weren't prgrammed to deal with heroes like us." he shrunk back down, diving into the robot, using his knowledge, or random messing of wires to shut down the robot from inside this time, feeling destroying it from the outside would prove useless.

Ant-Man jumped out, grabbing the back of a fly near him, gaining traction to fly away. "You got that, guys?" he asked, having gotten back to normal size to jump a Spider-Slayer in middair.

"You bet, Lang!" Johnny saluted.

Spike roared, slashing his claws through the Spider-Slayers, turning them into dust after having using his fire breath to disintergrate them immediately. "Wow. He was right. These things go down kinda easy, like Sloan's goons."

"We always end up with the goons." Luna sighed, drawing out some more magic to grab the mutated creatures, throwing them into the robots, allowing Human Torch to blow them all up on impact.

Ant-Man came back using his abilities to hijack a robot with some quick rewiring and shooting some of them down. "Aw yeah! Now this is happening!"

"Only you would get excited by that." Johnny said. "Then again, it was awesome. But not as much as I am."

Luna chuckled at the hero's ego, like a certain pegasus she knew, "At least we can start taking them all on."

Spike clenched his claws, "If only we knew where they were coming from... Until then, I guess we're taking each and every single one of these things down."

And the battle raged on. With Ant-Man's new hacked robot, the numbers grew smaller on that front.

In the Hall of Justice, Black Cat held down a Spider-Slayer on the floor with an elbow, allowing Batman detonate some explosive gel once the thief jumped out of the way. "You do not hold back." Felicia teased, seeing the creature turn to ash.

Batman scowled, "As gruesome as it is, it's necessary to ensure that no one gets hurt. I'm not sure what these Spider-Slayers are capable of, but they were made to deal with Spider-Man. Not us. That gives us a small advantage."

"Oh, of course, I had to be a Spider-Man!" Ben groaned, backflipping off a wall, driving his feet into the skull of the mutated monster, knocking it on its back. "So, I'm probably gonna have the hardest time fighting these things."

Twilight pushed her hands forward, both of them glowing a lavender aura as she held down to Spider-Slayers, giving Sunset a moment to create a blast powerful enough to blast them apart, "Don't count on that. We outnumber them all in power." Sunset said, drawing her hands as she released another spell that vaporized five more Spider-Slayers with ease.

Sunset then drove an elbow into the chest of another mutated creature moving behind her, stunning it and giving Twilight time to shoot it through the wall. The former unicorn sighed, "Seems we're going to pay for all of this at some point."

"Yeah, I'm not looking forward to it." Scarlet Spider muttered, digging his feet into a frozen creature thanks to Iceman, who nodded in satisfaction at the combo, "Looking back..." he continued, flipping away from a monster swipe thanks to his Spider-Sense, "How are these things even able to... Be?" he joked, using a right hook to hit the creature in its metallic fangs before kneeing its chest.

Iceman grunted, "Not sure. And I really don't care."

"That's what I thought." Ben replied, kicking a monster with a right hook, ducking underneath a claw swipe before Twilight held it down with her magic. "Thanks for the assist, Twi." he saluted, shooting some strands of webbing to the side, trapping some monsters on a wall, allowing Sunset to trap them in a forcefield and launch them out the broken window, where she saw Spike swipe at them for a second.

Batman rolled to the side, dodging a Spider-Slayer lunge after him. The Dark Knight, "Twilight. Sunset. Contain as many as you can in a forcefield. If we can draw them out in larger numbers, we can spare the energy to help Peter."

"But what if we overexert ourselves again?" Twilight asked, "That's a risk I'm not willing to take right now."

"You won't. This time there's more of us and these artificial Spider-Slayers are weak. We can weaken them so that we can destroy them all at once. It's grim, I know. But I don't think these things are even alive or are even mutated people. These may be artifical beings, since I xannot detect any other life signs on my Detective Vision." Batman assured to the others as best he could.

"Let's hope you're right on that, Batman." Sunset quietly gulped.

Twilight nodded, as did Sunset, and the two focused their magic, trying to contain the creatures as best they could. Scarlet Spider pushed some aside with a web-swing kick, knocking them down like bowling bowls, "Strike!" he quipped.

"You should've waited for me to freeze them!" Iceman whined, "It would've been a cool game of bowling."

"I'm shaming you for that pun!" Scarlet Spider yelled, puncing another slayer, following up with a roundhouse kick. "Let me just say that it was ice to do battle with you."

Black Cat rolled her eyes, flipping over a Spider-Slayer and throwing them over her as she grabbed their shoulders. "Will you two knock it off? There's only so many bad puns I can take."

"Then you should keep your cool." Sunset chimed in. She saw Twilight give her a mean glare, but she laughed it off.

"All of you..." the sorceress whined, "Makes me wonder if Peter's a bad influence."

"Debatable." Batman added, throwing a batarang at a Spider-Slayer's leg, tripping it instantly. 'This is as bad as that phase Mr. Freeze ent through.'

"What's that supposed to mean?" Twilight growled.

"Not now, Bats." Bobby groaned.

Batman used his batclaw to grab a Spider-Slayer, while it staggered, he raised his fists and then slammed them on its head, making it drop instantly. "Fine." he grumbled.

"Spidey and Bats have... issues. Even though they're working together now, it's only to save the world." Bobby whispered to Ben. "It would be an entirely different situation if that wasn't the case,"

"Got it." the clone whispered back.

With all of the Spider-Slayers contained in one area, Twilight and Sunset threw them all together into a single forcefield. Batman then pressed a button, activating the explosive gel underneath that spot, turning the creatures into ash. Scarlet Spider sighed in relief, "Thank God. The less the better... Who named these things anyway? Spider-Slayers? Very original..."

"Don't question it." Twilight said.

Black Cat revealed her claws, "Just go with it, Scarlet. I've faced these things before. Some scientist got insane. You do the math."

"Sounds like Sloan." quipped Sunset.

Batman turned to the others, "Enough talking. The numbers are dwindling. It is all clear from here. We should find Peter and the others."

Spider-Man 2099 used an Accelerated Decoy to distract Scorpion as he charged. Miguel ran toward the armored arachnid, who looked around in confusion after the hologram disappeared. The future Spider punched Scorpion, who did not react to the attack. In response, Gargan lashed out his tail, knocking the Spider off of him.

"Son of a glitch!" Miguel muttered, holding his sore side.

Scorpion laughed, "Another Spider? You'll go down just as easy."

"New Scorpion... Old Habits." Spider-Man 2099 mumbled in anger.

Wolverine jammed his claws into Scorpion's back, stabbing into the armor. "Did ya forget he wasn't alone, bub?" he asked Gargan in a confident tone.

"Damn it." sighed Scorpion, using his claws to stab Wolverine, making him remove his claws and sent him a small distance away. "Your claws won't do much to my armor. You should know that by now, Wolverine." he boasted.

Bullets began to bounce off his green armor, making him swipe his claws to deflect them as well. "C'mon, Deadpool! Don't you ever learn?" he asked.

Deadpool laughed, his guns aimed in front of him, "No! But I can make as many mistakes as I want! Have you never heard of me, Scorpion?" he joked.

'Healing factor baby!'

'We are idiots. But the healing factor gives us permission.'

The Merc with a Mouth pulled out his katanas, slicing vertically in Scorpion's direction. "It slices, it dices, it chicken fried rices!" he shouted, moving his arms in various directions in trying to break apart Gargan's armor, to no avail. "C'mon, armor! Break! Break darn you!" he growled, moving his blades downward, which Scorpion countered with an upward strike, hitting Deadpool's jaw, a snapping sound heard as his claws collided with the mercenary's head.

Deadpool moved his head back in place, seeing Wolverine and Spider-Man 2099 move in toward Gargan, "Ya sound like you faced a Scorpion before, bub. Care to explain?" asked Logan cracking hud knuckles as he walked ahead.

"Yeah. In the future, there's another Scorpion who suffered the same thing. Except he mutated and it wasn't just a suit." Spider-Man 2099 explained.

Scorpion raised his claws, "There's a Scorpion in the future? I'm so humbled!"

"Well too bad, cause I'll humiliate ya some more." Wolverine growled, jumping up and punching Scorpion in the jaw. Scorpion grunted, feeling the attack on his only exposed area. "Alright, future bug. Do yer thing, I guess."

Spider-Man 2099 nodded, "Got it, Wolverine! Tell Wade to get off his lazy ass."

"Hey! I'm trying!"

"One Spider-Man will have to do." roared Scorpion.

"I'm not dying, Scorpion! Past or present it's all the same!" Migurl shouted, lunging after Gargan, his claws out. He slashed Scorpion's armor, creating scratches but not dents. "This attack of yours is over. Why are you working with Spider-Slayer?"

"Gotta agree with the bug, why?" Logan repeated.

Scorpion raised a claw, stabbing Wolverine in the chest. Logan pushed himself off, kicking Scorpion's chest. "I just want to fight Spider-Man one last time! Then I'm coming after Jameson for trapping me in this suit!"

Deadpool sighed, reloading his guns, "Yeah, yeah. Supervillain cliche motive. I just wanna shut you up! And I just have the idea as to how I'm gonna do that."

He bent down, grabbing a nearby man-hole cover. With a grunt, he lifted the lid and tossed it, hitting Scorpion n the jaw hard. In a fit of rage, he yelled, "You son of a bitch! I'll kill you for that!"

Deadpool chuckled, jumping down the cover. Using his power, Scorpion broke apart some of the street to enter, following Deadpool. Wolverine and Spider-Man 2099 sighed, jumping down with him, "Deadpool has an idea?" Miguel wondered, landing on the ground next to Logan, who placed a hand on a knee.

Wolverine smirked, "Gotta admit. That's a first."

Down in the sewers, Scorpion looked around n the darkness, wondering where the mercenary was. "Where the hell are you? Do you think an idiot like yourself can stop me?"

Gunshots were heard, surprising Scorpion, smoke was seen, making him cough. "What the--?" he was cut off by Wade kicking him in the chest, somehow knocking the wind out of him.

"H-How?"

Deadpool tossed his guns over his head and he grabbed it, "A little something I learned on television. I may sound and act like a dumbass sometimes, but that means you should be more afraid of what I'm capable of. Even my allies figured it out."

"What are you-- ack!"

Spider-Man 2099 kicked Scorpion in the back, revealing himself in the smoke. "Even I have to admit, he had a smart plan. That's why you shouldn't doubt us. That suit of armor is heated, making you vulnerable to steam, you're getting slow now."

"No..." panted Scorpion, "I'm powerful now... I can't be beaten by a knockoff Spider-Man and that annoying assassin..."

A stabbing sound was heard, Scorpion looked down and saw Wolverine, both of his hands jammed into the armor, "Well, too bad. Believe it, bub. We got yer ass beat."

Scorpion tried to attack Logan with a claw swipe, but it proved too slow, allowing Wolverine an opening to attack with Miguel, who created a web-line and tied it around his claws and tail, trapping him long enough for the X-Man to deliver an uppercut into another steam pipe, breaking it as he landed.

"Booyah!" shouted Deadpool, posing with his katanas.

Gargan gasped, "Damn it! I can do it!" he panted, barely managing to stand up.

"Nah!" quipped O'Hara, driving his feet into Scorpion's armoed torso, making him land on his back. Wolverine punched his jaw and Deadpool ended it with a stab to the shoulder, ensuring that he was put down while he was tired.

A white light covered the area as the smoke, blinding the three heroes. When they opened their eyes, they saw Scorpion was gone, only leaving Deadpool's katana. "Aw man... For once I do something and it's gone to waste."

Logan shook his head, "If it makes ya feel any better. It actually worked."

Miguel nodded, "Yeah, but Loki managed to get him away. That shocking trickster. He's as annoying as the records."

"I'd say even moreso." Logan chuckled.

"Isn't our timeline just grand?" Deadpool wondered.

With a heavy sigh, Miguel replied, "Just peachy..."

"Told ya." Wade joked.

Changing the subject, Wolverine pointed up, "How about we help the kid with the Spider-Slayer?"

Spider-Man backflipped away from Smythe, who used his pincer to try to pinch him, but the wallcrawler countered with a kick as he moved, deflecting the appendage. "After all this time, you haven't changed have you Smythe?"

"No, Spider-Man," Smythe hissed, "I've awaited the day you would return and have created the perfect army and even upgraded my armor for such an occasion."

Spider-Man took a punch from Smythe before countering with an elbow to his chest, then finishing up with a right hook. In anger, Spider-Slayer responded with a sweep kick, where he tripped Spidey. Peter flipped up, performing a drill kick in the process.

"If this is about what happened to your dad, I didn't mean for it to happen! He brought that on himself with that experiment!" Peter shouted, grabbing Smythe's shoulders and flipping him over with ease. Smythe landed on a wall, and in a second he pushed himself off, ready to tackle Spider-Man.

"I don't care for what you say! My father died fighting you, and I'll finish our battle now!" Smythe shouted in disgust, nearly grabbing Peter, before the webslinger shot a web-ball at him, dazing him for less than a millisecond. The Spider-Slayer yanked the gossamer off his face as something else collided with it.

"You got a little something there, Smythe! Let me get that for you!" Peter shouted, decking him in the face. In response, Smythe smacked him with one of his back pincers, launching Peter through a wall as a result, 'Did anyone get the number of that thing?' his mind asked, and he shook the cobwebs out of his head.

Smythe smirked, "I can finally finish what my father started."

"Get in line, Smythe. There's a whole list of villains who want me dead. So you're just gonna have to wait like the rest of them." Spider-Man responded, shooting lines of webbing at both sides of him, using himself as a slingshot, fist first toward Smythe. The Spider-Slayer predicted the attack and used his pincers to stab Spider-Man's arm, making him scream in pain.

"You... Son of a..." Peter gasped, holding the bleeding wound. Pushing the pain aside, he moved his arm anyway, landing a right hook on Smythe's chin, one of the only spots not exposed to armor. In a split-second he grabbed ahold of the armored fangs and proceeded to pull on them, using this tactic as a distraction.

Smythe managed to focus long enough to trap Spider-Man in a small bind of webbing shot from his forearm. Peter tried to shake himself out of the webbing, but only ended up getting punched in the stomach before he could free himself. He gasped for air as he knelt down. "Look at you... So weak, Spider-Man." he raised an arm, revealing the spikes on the side of it. "It's a shame I have to end this."

Without hesitation, Spider-Man ducked his head and moved his legs fast enough to roll back and catch Smythe's arm with them, doing his best to hold him up. "A word of advice, Smythe..." he grunted, rolling with Smythe still caught. The Spider-Slayer stumbled and fell on his head, "Never skip leg day." he joked, managing to free himself from the webbing with a tug of both of his arms.

Spider-Slayer grunted, standing back up. "I can do this all day, Spider-Man."

"Yeah?" replied Peter, "So can I. I have a family, a wife, an aunt and a daughter to get back to. So, I'm not going down until you do."

"You have a daughter now?" Smythe chuckled.

"What's so funny?"

The Spider-Slayer continued, "Nothing. It's just... I feel the need for payback. You let my father die, it's only fair I let your daughter experience that pain. Heck, maybe I'll pay her a visit once I'm through with you as well as that aunt of yours. Make them suffer a bit."

"You're bluffing."

Smythe laughed, "Try me. It'll be nice revenge for what you've done to me. It's only fair for you, I say."

Spider-Man clenched his fists, with what Smythe said getting into his head. He jumped up, leaving Smythe to track his movements, then he took a foot to the mouth, teeth flying out as he met the ground. He gasped as he saw Spider-Man grab him by the throat, making him choke as he was held up. He struggled in Spider-Man's grip and for one moment he was afraid.

"What--ack--are y-you doing?" asked Alistair.

"If there's one thing I hate more than anything..." Spider-Man tightened his grip on Smythe's throat, "It's my family being threatened... Especially my daughter and aunt!" he threw Spider-Slayer like a ragdoll, leaving him to scramble around on the floor.

Peter scowled under his mask, rage filling his emotions and deciding his every action, "I-I'll actually kill them!" he warned. Spider-Man silently responded with another punch to the face, shattering his eye pieces in the process.

"No you won't..." Peter whispered in a dark tone.

He pushed down Smythe once again, kicked him a few times and then lifted him up once again. "You won't hurt anyone ever again, not Jameson, not my family and not me..." he reared his fist back, but he saw the fear in Alistair's eyes, making him doubt himself and what he was about to do.

'No... I swore to an oath... I won't kill in cold blood. Not now, not ever. Like with Jackal, I won't stoop down to their level.' thought Spider-Man, his anger dying down. But he punched Smythe one last time before covering the slayer in webbing.

Peter panted, holding his slightly sore arm, seeing that he could still move it without a problem, and the bleeding stopped. He turned around, seeing Logan, Wade and Miguel climb out of the manhole.

"Oh yeah! Nothing like sewer smell." Deadpool sniffed his armpit, "Or maybe that's just me."

"You had something going and you lost it with that." Spider-Man 2099 muttered.

Wolverine crossed his arms, "I take it things were fine on yer end, kid?"

Peter nodded, "Y-Yeah... Got a little shaken up, but he's down for--" he turned around, seeing Smythe was not in the same spot as he left him a minute ago. "Ah crap."

"Shaken up? Did he piss you off? Last time I saw you mad was when the Jackal revealed his plan." Miguel admitted.

"Jackal? What kinda nutcase is that?" Wolverine wondered.

"You don't wanna know." Peter said with a handwave. "Anyway... We should check back on the Hall of Justice."

"I'll get the transition--" Deadpool started to say before getting cut off.

The ground began to shake, leaving the heroes, and any citizens across the city to stumble around. Peter's Spider-Sense rang in his head right before water began to explode from every manhole in the city. The wallcrawler pushed the three aside as the manhole underneath them started to rumble. "What the shock is happening now?"

"Oh no... No no!" Spider-Man shouted, looking up.

The water began to form around a general area, largest than the tallest skyscraper. A laugh echo as the heroes watched a being materialize from the liquid. Spider-Man and Spider-Man 2099 clenched their fists as they found out who it was. Wolverine and Deadpool grunted, figuring it out as well.

Hydro-Man revealed himself in his giant liquid form. "How do you like me now, Spider-Man?! Loki gave me quite the upgrade and Luthor gave me a little help!"

Wondering what he was talking about, Spider-Man looked down, seeing a man with blonde hair wearing orange scale armor and a trident in his hand control the waves around him, with a small army marching behind him once some of the waves cleared. He stood in the streets, as though he was waiting for battle. All of them had glowing red eyes. "He got Aquaman?!" he shouted, startled at the realization. "So that's where he went..."

"Who the shock is Aquaman?!" Miguel asked.

"The King of Atlantis in this world." Wolverine revealed. "Can control water, sea creatures. And it seems he and an army are under Luthor's control."

"I'll get the shark-repellent!" Deadpool yelled.

"Sure thing, Wade." Peter joked.

"Can I make a poop joke about Hydro-Man?" Deadpool chimed in.

Ignoring that comment, Spider-Man was the first to jump up, seeing Hydro-Man's morph a giant hand while his water form began to chase him with water drops falling around them.

"Bring it on, Spider-Man!"

"Oh, I will!"

Aqua Ambush, Part I

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Spider-Man did his best to avoid the giant drops of water falling towards him. The wall-crawler, while spinning in midair webbedup his right hand, curling it into a fist. He reeled his hand back before punching Hydro-Man, who had turned his head back to normal while his body continued to tower the city. Peter's fist collided with Bench's face, and in retaliation, he changed back into water.

Hydro-Man grabbed Peter and slammed him on the roof he had jumped from. Spider-Man groaned as he sat up, "Did anyone get the number of that hand?"

"Get up, kid." Logan ordered, slingling an arm around Peter's shoulder to help him stand up.

Hydro-Man shouted, "It's no use, Spider-Man! Aquaman is giving me quite the power boost! Power I've never felt before! Now, not only can I destroy you, but..."

During his pause, the waterdrops that fell from Hydro-Man began to grow, giving an appearance of his watery form, but more normal sized in comparison, "...I'm able to do this! You're all outmatched!"

"Son of a glitch!" cursed Spider-Man 2099, slamming his hand over his head.

Deadpool cooed, "Aw, wook at the wittle Hydro-Men! It makes me want to blow them up."

"Alright, in that case, I'll just get Iceman to freeze you up!" Peter shouted back. "Sounds simple enough!"

Hydro-Man cackled, "Yeah! If you do, Aquaman will only bring me right back to full strength. He can control water, remember? Plus, I got a friend who can make sure I thaw,"

"Damn it." mumbled Spider-Man.

"We ain't got time fer banter. Those Hydro-Men are gonna tear apart the city." Wolverine growled, unsheathing his claws, "Just when I thought the day was over." with a snarl, he leaped down, driving his claws into the shoulders of a miniature Hydro-Man, turning him into pure liquid at the touch. "...The hell?"

Spider-Man 2099 jumped down as well, using his talons to slice through another Hydro-Man, getting the same results, "At the very least, these things aren't as shocking strong as the actual Hydro-Man. We just need the others to show up."

Sighing in relief, Spider-Man shot some webbing at a Hydro-Man charging after his successor, Miguel seeing it absorb the webbing somewhat, still seeing the gossamer on it. "What kind of webbing is that?" he questioned aloud.

"Water-proof webbing. While in Equestria, I've had a lot of free time to tinker with the gossamer design. You should know this by now, Future Spidey." Peter explained.

"Right. How stupid of me." Miguel muttered sarcastically, kicking the water-being.

"If the two of ya can shut up..." Logan growled, tearing through the water clones. The Hydro-Men kept growing in numbers, and Deadpool was running out of bullets.

The mercenary groaned, "Wonderful... All outta bullets." he threw his machine guns onto the street, then grabbed his sai, which were attached to his belt, "Luckily, I came prepared!"

Deadpool sliced a few water clones, using his teleporter belt to take more down, "It slices, it dices, it chicken fired rices!"

'What does that even mean?'

'Uh...'

Hydro-Man cackled loudly, his voice echoing across Washington DC, "All the good that'll do, heroes! I got plenty more Hydro-Men where that came from! We've never fought like this before, Spidey! Now, it's about time you see what it is I'm truly capable of!"

More Hydro-Men began to form from the ground, morphing into a very eerie watery state. As they began to circle the four heroes, a yellow blur sped by, destroying the clones one by one. The group watched as the Flash skidded to a halt, "Hey, everyone. Did I miss anything or am I on time?"

"Flash?" Peter asked.

The Flash chuckled, "Who else? I heard about what was happening on the news back at S.T.A.R. Labs and headed here as soon as possible. I just wish the rest of the team could help me right now." the speedster crossed his arms.

"Well, Hydro-Man over here is controlling the entire sewer system and is getting a power boost from Aquaman, who is enhancing his abilities with his own." Spider-Man 2099 elaborated. "Oh, and did I mention his Atlantean army?"

Barry nodded, "Hm. I would say Aquaman would be a bigger priority, but we need to make sure these mini Hydro-Men don't cause any damage first. And the small army under mind control."

"That's what I was thinkin'," Wolverine said, "If anything, the others would'a caught up to us by now. Once they do, we can split our efforts from there."

A loud roar in the sky got their attention, Spider-Man grinned under his mask, "Looks like they got the idea." he said.

Spike was flying overhead of the city, with Johnny and Luna hovering next to him, as well as Ant-Man riding on a Spider-Slayer he hacked, "Hey, giant water guy! You're going down!" the dragon declared, flying in his spot.

Hydro-Man crossed his arms, "You're a lot bigger than I expected. Never mind though... You'll all die anyhow."

The Human Torch smirked, "Sorry, pal. But that's not happening anytime soon. My greatness needs to be known--" he was cut off by Morris punching him, stopping his flames and making him fall, with no way to change back fast enough.

"Johnny!" shouted Spider-Man, ready to slingshot his way upward.

Luckily, Luna flew down in time to catch the man, who looked at the night princess. "So... That was embarassing... Don't tell anyone that this happened." he pleaded.

Luna laughed, "Maybe."

Johnny huffed in response and continued, "Especially, Peter and Bobby. I have a reputation to keep up after all."

Back in the air, Hydro-Man threw his down at Ant-Man's hijacked Spider-Slayer, the hero gulping in response. Without hesitation, he used his helmet to call some flying ants in his direction and he started running as fast as he could. He jumped out of the eye right as the water-being's palm collided with the metal and Scott managed to hitch a ride on one of his swarm. "I have no regrets!" he shouted, though no one was able to hear him.

Back on the ground, Peter sighed in relief, "Now... Where were we? Oh right, impending Hydro-Man invasion. Where the heck are the others at... Why is my Spider-Sense going off now?" he wondered, turning around, seeing an Atlantean leaping after him, a staff in his hand. Barry and Logan was ready to counter, but something else happened that made him wait.

A bow was shot at him, making the soldier fall on impact. Spidey pulled out the arrow, seeing that it hit a nonvital organ, "Three guesses as to who it was. And it probably wasn't Hawkeye." Deadpool chimed in, raising a finger.

"Well I'll be..." Logan said.

Green Arrow stood on a rooftop, a whole supply of arrows strapped to his back. He gave the team a thumbs-up, "Sorry about the wait... But I wanted to be dynamic."

"I'm the one who picked you up. What took you so long?" Barry questioned the archer.

"Like I said. Awesome entrance." Oliver quipped.

Miguel rolled his eyes under his mask, "Oh joy. More ego..."

"The more to help us the better. Somethin' tells me these Hydro-Men and Aquaman's forces aren't gonna let up. So less with the entrances and more with the kickin' ass." Wolverine scolded, revealing his claws once again.

Green Arrow gave Logan a salute before drawing his attention back at the evergrowing army of Hydro-Men rampaging through the streets. "Wished I packed some appropriate ammo for this." he drew his bow back then released the projectile.

The battle against Hydro-Man had begun.

Nearby...

Twilight sprinted, leading the others into the city. Batman ran next to her and he scowled. "This is the last thing we needed..." he groaned, seeing Hydro-Man tower over the city. The Dark Knight pulled out a batarang from his utility belt and threw it, activating his Detective Vision after the fact.

"What in Celestia's name is that?!" Twilight blurted out, seeing the gaint water-being.

"What are you doing?" asked Scarlet Spider.

Sunset looked at Batman's eyes, "I think he's using his Detective Vision for something... I'm not sure what though."

Then, the batarang flew back, the detective catching it with ease before turning off his Detective Vision. "I used the batarang to survey the city. It seems Hydro-Man got a power boost from Aquaman, who's also under the Legion's control. He's also got an army of water clones and mind-controlled Atlanteans. I also saw Peter, Miguel and the others, they're fine and with Oliver and Barry fighting off the clones."

Twilight and Sunset sighed in relief. At least the others were safe for the time being. Bobby raised a finger, speaking up, "Alright. So, should I just go up there and freeze Hydro-Man?"

"It wouldn't work. I sensed a very high heat signature nearby. I can only hope it's not who I think it is." Batman noted.

"Well, who else is here?" Ben wondered.

The clone's Spider-Sense went off, and he spotted a fireball coming in their direction. With no other option, the Scarlet Spider used his webbing to pull back the group, making them dodge the oncoming burning projectile. "What the hell was that? Now's not the time to pull a prank, Johnny!" Bobby groaned, rubbing his head, and making sure his ice form wasn't melting.

Twilight and Sunset landed on their backs as did Batman, "Warn us next time you do that, Ben..." the former unicorn grumbled, rubbing her aching back.

Scarlet Spider shrugged, "Sorry for saving your lives."

Batman narrowed his gaze, "Of course. They got to him as well."

A man descended on the ground. Most of his body was on fire, mostly his head and arms, but the flames surrounded his yellow and red suit. And on the suit was a strange device. Batman narrowed his gaze at the flaming figure. "Firestorm..."

Firestorm's red eyes confirmed the Dark Knight's fears, meaning that he too was under mind control. Twilight raised a brow curiously at Firestorm. "Who is he? Is he like Johnny?" she asked.

"Not quite. Yes, he has fire abilities and manipulation of fire, but they come from a different source. Firestorm is actually two people bonded together thanks to the Particle Accelerator accident in Central City. I'm not sure how Professor Stein is doing inside his head, but I'm assuming Loki's magic is just that powerful." Batman explained.

Ben raised a hand, "Hold on... Two people? There's another person in that body?"

Batman nodded, "Yes. He usually guides Jefferson in battle, using brains and brawn together. I assume that Johnny can transmute matter, so he has a similar set of abilities. Minus the second person."

"Transmute matter? As in contain an explosion?" Twilight wondered, "I didn't know these two can be so powerful..."

Bobby looked at the group, "Are we seriously questioning science right now? We got like two mind controlled superheroes and two armies as well as a giant Hydro-Man! If only we can get him and Sandman to merge again, this could all be over."

"I have faint memories of Sandman... Isn't he pretty much like this?" Scarlet Spider asked.

"Yeah, pretty much." Iceman answered.

"I can hold him off. The rest of you, go find Aquaman and stop him from doing this." Sunset declared. "My magic should be a good counter for his abilities."

"It's for the best. Aquaman is more durable than Firestorm." Batman elaborated to the others.

"If you say so..." Twilight quietly gulped in worry for her friend, "Good luck, Sunset..." she followed the others ahead, seeing a small group of Hydro-Men in their direction.

Sunset smirked, "Yeah..." she turned her attention back to firestorm, who created a burst of flames from his hands in silence, "I imagine you as talkative as Johnny. So, this conversation is pretty much one-sided whether controlled or not." she quipped, getting ready the magic needed to fight.

Back with Twilight's group, they fought off the Hydro-Men standing in their way. The former alicorn took notice of something, "Hm. The molecular structure of these clones are weak... They go down a little too easily." she noticed.

"English, Twilight?" Bobby joked.

"It means that these are weaker versions of Hydro-Man." Batman explained. "It makes our workload lighter."

Scarlet Spider looked up in the sky and saw something coming right in their direction, "Hey, is that a bird?"

"Is that a plane?" Twilight continued.

A thin smile was seen on Batman's face as he finished the statement, "No... It's Superman."

Superman descended, revealing himself to the heroes, "Hey, everyone. I've heard about what was happening. It seems a little too big to leave alone this time. Any idea as to who that is?"

"Hydro-Man. A member of the Legion of Doom." Scarlet Spider answered.

Superman crossed his arms, "Figured it was the Legion. Should we call the rest of the JLA?"

Batman shook his head, "No. Green Arrow and the Flash are here as well. Spider-Man, Wolverine and a few others as well as us are tending to the Hydro-Men, while Sunset Shimmer holds off Firestorm and brings him back to our side. Since you're here, you and Twilight should recover Aquaman."

"And what about Hydro-Man?" Superman asked.

Twilight looked up, "Spike and Princess Luna are distracting him for the time being. By the time they stop, we should have the upper hand to stop him."

The Man of Steel nodded, "Very well. Let's go then, Twilight. Aquaman shouldn't be too far ahead."

"Right." Twilight nodded.

"Was that Superman?" Peter asked.

"Seems that way." Logan replied.

The two heroes were doing their best to dwindle the number in Hydro-Man's clone forces. Deadpool had decided to take a direct approach and use his sai to slice them up. Spider-Man 2099 stuck to a wall, driving his feet into a clone. "After this... We still have the shocking Atlanteans to worry about..." he muttered, flipping into a crouching position, his talons digging into the ground.

Spider-Man grumbled, "Don't remind me. At least we have most of the Justice League here."

The Flash zipped by, uppercutting an Atlantean, allowing Green Arrow to shoot an arrow strong enough to pin them to a wall. The archer hopped from his spot on the roof and whacked another soldier with the blunt end of his bow.

"Yep. The more the merrier." Oliver quipped.

Barry chuckled, elbowing a Hydro-Man hard enough to morph into a puddle immediately. "Wow. These things are weak. Weaker than you would think..." he noticed.

"Whatever makes it easier for us." Spider-Man joked, driving his knee upward to the chest of another Atlantean soldier, making him collapse in pain. A familiar tingling sensation ran through the back of his neck and he rolled his eyes, "Okay, what now? What could possibly show up to stop us this time?!"

Suddenly, something jumped down, hitting Spider-Man as hard as possible, making him fall into a wall. Peter rubbed his head, while the other heroes stopped for a moment to see who did that. "Woah... Feels like I got hit by a train..."

"Oh crap..." Wolverine said.

"No way. Why now?!" Miguel shouted,

Deadpool pumped a fist, "Sweet Christmas!"

Standing on the streets were Luke Cage and Iron Fist, their eyes also glowing red. "Oh come on!" Peter yelled to the heavens, shaking a fist. "Parker Luck... Always screwing me over." he got back to his feet, facing the Heroes for Hire.

Wolverine frowned, "A shame this happened to 'em now of all times. But we have to fight them, kid. I'll handle Cage, you do the same to Rand."

"Right... Either the man with unbreakable skin or the one with the magic punch." Spider-Man shrugged in a dejected manner. "Why not? Things are already up the creek." he clenched his fists in anger and lunged after Iron Fist.

Tartarus...

"You have created quite an ambush, you two." Discord complimented, passing out gold star stickers to Loki and Luthor, who held them in their hooves. "Here you go!"

"You have picked a strong opposition." Sinestro admitted.

"Indeed we have. That gives us plenty of time to continue. The heroes will be worn down, so they'll be delayed in returning to Equestria. By tomorrow, they'll be facing their greatest opponents." Luthor chuckled, facing said enemies, all familiar to the Legion of Doom and Sinister Six standing around.

"Clever." Captain Cold smirked.

Loki held up his staff, "No matter what. The Legion of Doom will reign surpreme. Tomorrow, we attack Ponyville. That's where the calvary is at now."

Aqua Ambush, Part II

View Online

A car was flung in the battle against the Hydro-Men and Atlanteans. The vehicle was launched across the block and nearly hit a couple as they did their best to escape the crossfire. As it neared them, they heard a strange noise, prompting them to open their eyes. They saw Spider-Man 2099 holding the car over his shoulders, his knees hunched over and head turned as he spoke, "Go! Get the shock out of here!" he ordered the two, who nodded and sprinted, despite not knowing what shock meant in that case.

Miguel tossed the car aside, wheels on the floor. He then turned his attention to an Atlantean jumping for him. Spider-Man 2099 grabbed the soldier's fist, then he crouched, spinning his legs fast enough to trip him easily.

Deadpool stood next to O'Hara, "Hey, Future Spidey! You're from the future, right? Do I make it?"

"Not sure. I haven't met you until recently." Miguel admitted, slashing apart a Hydro-Man clone with his talons. "But is this world and timeline so full of weird heroes?"

"Says the guy that knows a cyber Ghost Rider!" Wade shouted, driving his elbow into another Atlantean. "And a lizard Hulk. Seriously, you're calling us strange?"

"How the shock do you know about them?" O'Hara wondered, ducking underneath a right hook from an Atlantean soldier. "If I ever find you in the future, I'm knocking the ever-loving shock out of you."

The mercenary sighed, "Get in line, buster. There's a lot of people claiming to do that. A shame most of them are C-List supervillains that aren't worth giving a damn while Spidey says that everytime we ever encounter."

Using his Accelerated Vision, Miguel ran through a line of Hydro-Men standing in front of him. Once his stamina was drained, he saw the Flash mirror his actions and for a split-second, he was able to see him kick, punch and leap through the watery clones. Barry looked to see Green Arrow use his bow as a staff of sorts.

"Hey, Arrow." Barry joked, "You plan on shooting some arrows with that thing?"

Oliver smirked, moving his arm back, driving the end of the bow into the chest of an Atlantean. He then spun around, poking a Hydro-Man before shooting an ice arrow from the pack strapped on his back all in a matter of seconds, "Yeah, and...?" he replied, watching as the clone froze in its place. Miguel then kicked it into pieces as he swung from his own webbing.

Flipping in middair next to the archer, Spider-Man 2099 saw Deadpool march his way to the block. "If you have it, shocking use the bow. Not as a staff."

"You can't tell me how to do my thing, future Spidey." Green Arrow taunted. The Flash shook his head, combining his Speed-Force abilities and placing it into his fist, uppercutting a Hydro-Man before doing the same to another instantly.

The future hero groaned, "I can if it means saving our asses in times of battle."

"You sound like Bats. Nothing like Parker." Arrow joked, smirking as he jabbed a Hydro-Man that nearly blindsided him. "I thought Spider-Men were supposed to be funny."

Spider-Man 2099 crouched as he felt a soldier kick him from behind, "Sorry. I'm a lot more cynical than you realize. I'm from the future, it's worse than this."

"This must be some break then, huh?" Barry asked. "And Arrow, you've never met Kaine."

Deadpool teleported on the roof, holding his pistols, "Ammo time! Time to shoot some water!"

'That sounded really lame.'

'We'll take what we can get.'

Then, Wade pulled the triggers of his weapons, unloading the bullets into the Hydro-Man in precision, avoiding the other heroes. "Aw yeah! Awesomeness ensues!"

"Watch where you aim those, Wade!" Arrow shouted.

"Sorry! Can't hear you over the sound of my bullets!"

Clenching his fists, Flash mumbled, "Yeah... He tends to go a little overboard with weapons."

Ant-Man grew back to normal size next Batman, Black Cat, Scarlet Spider and Iceman. "Hey, ladies and gents. Did I miss anything? Other than Hydro-Man trying to terrorize the entire city of Washington D.C. with an army of clones and Aquaman?"

"No. You're caught up." Batman growled.

"Sounds about right." Black Cat said.

Ant-Man pumped a fist, "Awesome."

Ben grinned, "Great to see he made it just fine."

Iceman stretched his hands, freezing a few Hydro-Men standing in his way. A few civilians were running away, unable to see the water clones heading in their direction. The mutant turned to the Scarlet Spider, and the clone shot a ball of webbing in the Hydro-Men's direction, breaking apart their liquid structure and turning them into a puddle. "Nice webbing." he complimented.

"Learned that from Spidey." Scarlet Spider explained.

Black Cat used her claws to scratch an Atlantean's armor, scratching it slightly. The burglar then jumped, kicking while she performed a backflip, making the soldier fall onto his back. Felicia knelt down and punched their exposed face, knocking them unconscious. "I'm getting tired of this whole goon nonsense."

Ant-Man grew back to normal size after shrinking down to attack another soldier. The hero looked up at the actual Hydro-Man, seeing him tower over the city, the only defense being Luna, Johnny and Spike. The Lunar Princess shot a bolt of energy in Hydro-Man's direction, but the being phased through it easily.

Morris cackled, "Really? This is the best you got?"

"No! But this is!" Johnny shouted, flying around Hydro-Man to divert his attention, "I may not be able to hurt you, but that doesn't mean my usefulness will go unwanted!"

"What the hell are you--?"

He was cut off by Spike diving right through his body, his body spinning around like a torpedo. This stunned Hydro-Man long enough for him to reveal his normal form. Luna had an opportunity to strike, hitting his face with a small burst of kinetic energy, "Thank you for the assistance! We may have this yet!"

Hydro-Man morphed back, while Spike got his bearings and turned around. The water man roared, "It's not over yet! I have amazing power now!"

"Yeah, yeah. The Goblin said the same thing." Spike yawned, glaring at Bench. Luna and Johnny hovered around him, distracting him, but he raised his hand, driving it down into Luna's direction. Spike and Johnny could only watch as he held down his palm, leaving Luna to drown within his palm. "Luna! No!" he growled, his fangs exposed as he once again glared at Hydro-Man.

Johnny, in a fit of rage, released a fireblast, but it had no effect on Hydro-Man. "You idiot!" he raised his other hand, slamming Human Torch on the same rooftop as Luna. "Now drown!" he yelled, hearing the two gurgle under his grip.

Spike roared, flying right toward Hydro-Man, "No one hurts my friends!" he used his claws to attempt to break apart Hydro-Man's arms so that the two could get a chance to breathe, "Come on! Come on! Come on!" he repeated to himself, doing his best to calm himself down while saving his friends.

Then, the dragon held his breath, flying through Hydro-Man's enlarged hands, carrying Johnny and Luna in his grip, freeing them from the giant water being. He descended onto a newrby building, away from Morris's grasp, where he gently placed the two heroes on the floor to recover. The two coughed and spat water, Johnny rolling onto his stomach as he hacked.

Luna did the same, holding her chest as she gasped for air, "Ack... S-Spike? What has happened?"

"Hydro-Man nearly drowned the two of you." the dragon explained, sighing in relief. "I got you out of there as fast as I could."

Johnny gave Spike a weak smile, "Thanks for that, dragon dude. But I'm not gonna be much use to a guy who's the exact opposite of what my powers are."

Back on the floor, Ant-Man narrowed his gaze, a sly smile formed under his helmet. "Guys. I have a plan."

"Alright. Let us hear it." Felicia responded, taking out another Hydro-Man with ease.

Scott raised a hand, "I'm gonna go and take on Hydro-Man myself. I'll tell Johnny to help down here while Luna and Spike cover me." he elaborated to the burglar.

"And how are you gonna distract that guy?" Ben asked, gesturing toward the water being, "You don't have the giant Spider-Slayer anymore and you can only shrink."

"Oh, can I?" Ant-Man bragged.

Iceman grinned, "Of course... What do you say Bats?" he asked the Dark Knight, realizing Lang's plan of action.

Batman uppercutted an Atlantean in front of him before answering, "We have no other option. What is it?"

"I can't hold it for very long, but trust me, by the time it wears down, we'd have won." Ant-Man assured.

"Then go." Batman ordered.

Scott nodded, knowing what to do. He knew that what he planned was risky, but decided to act on it for the safety of the city. So, he started to sprint. He clenched his eyes shut as he repeated a single mantra, "I'm the boss, I'm the boss, I'm the boss, I'm the boss..." he kept going until he was near Hydro-Man on the streets.

Bench snickered, "And what can you do? You can only turn into the size of a bug!"

"I'm the boss!" Ant-Man shouted one last time, pressing the button on his suit with his thumb.

Suddenly, instead of shrinking like usual, Ant-Man began to grow, towering over the city and rivaling Hydro-Man in size, surprising the heroes, "Aw yeah!" he cheered, his eyes widening in glee over what he just did.

"Holy shit!" Scarlet Spider yelled in disbelief, taken aback by what he just witnessed.

"Did he just...?" Black Cat gasped.

Bobby nodded, "Yep. Meet Giant-Man. He started using this form sometime after you left."

"It'll work." Batman noted.

Giant-Man looked down to see Spike, Luna, and Johnny. "Dragon dude! Luna! You two can help me take down giant and wet over here! Johnny, you should see if Spidey or Bats needs your help. It'll be better than getting your powers wasted."

Spike and Luna nodded, the dragon speaking, "Sure thing, giant Ant-Man!"

"Call me Giant-Man!"

Luna smirked, "Very well, Giant-Man." she revealed her alicorn wings and followed Spike who flew towards the giant hero, seeing Hydro-Man ready to fight.

"Flame on!"

The Human Torch gave Lang a small salute, flying down to Batman's group. "Anything I can do to help in the meantime? I don't wanna sit around and do nothing."

Batman uppercutted an Atlantean, followed by Black Cat kicking him down. The Dark Knight then used his REC to shock some Hydro-Men, allowing Scarlet Spider to web them to a puddle and shocked the last of the soldiers on his area. He spoke, "Sunset Shimmer is fighting Firestorm. His powers are similar to yours, so it'd be better if you assisted her. Tell her to use a spell to split both Jefferson and Stein apart."

"Sure thing, Bats."

Sunset Shimmer raised her hands, creating a small beam in front of her, but Firestorm created his own flame beam, causing them to collide in a strange struggle. Sunset scowled, focusing her magic into her beam, ensuring that she would succeed. "C'mon... How strong are you?" she growled.

Firestorm responded with silence, and Sunset pushed her hands forward, moving the beam and allowing it to hit the fire-based hero. Jefferson staggered backwards, absorbing some of the heat delivered from the attack.

"Hm. That wasn't supposed to happen." Sunset gulped, getting hit by Firestorm, who swiftly uppercutted her. Focusing, the former unicorn got back on her feet, sliding on the streets. She turned her gaze, seeing Firestorm aim his hands at a civilian standing still in fright. Sunset jumped, erecting a barrier strong enough to deflect the beam Firestorm launched, making it hit him.

The fire hero fell backwards, but as he stood up, he tanked another fireball, absorbing the heat. "Yo! The whole fire thing is my schtick! You better have not taken the phrase!" Human Torch yelled, landing by Sunset. "Missed me?"

"Not really." Sunset joked.

Johnny feigned a frown, "Figures."

"So, this is rip-off me. Gotta say, I'm a little disappointed. He doesn't have the same snarkiness as I do. Or my witty sense of humor for that matter." Johnny critiqued.

Rolling her eyes, Sunset chuckled, "Well, all heroes under mind control are silent for whatever reason. Even then, he has a better sense of humor than you ever will."

"Y'know. You can be cruel sometimes." Human Torched groaned.

Firestorm shot at Human Torch, but he took the attack with ease. "Heh. That tickled."

Human Torch lunged after Firestorm, giving him a right hook to the chest, making him flinch. Firestorm responded by elbowing Johnny's face, his head moving back. Johnny shook his head, grabbing Firestorm's hands and blocking his attacks. "Sunset! Do something!"

Nodding, Sunset teleported behind Firestorm round-kicking him toward the wall. "That's something... But what can stop this guy? He's as durable as you!"

"Bats mentioned that you can split them apart somehow." Johnny revealed.

Raising a finger, the former unicorn spoke, "I can try something. But you'll have to hold him down."

"Got it," after saying that, Johnny was tackled by Firestorm and the two were airborne. "So, Firestorm! What kind of name is that? Should'a gone with the Human Flame! Torch was already copyrighted! So, we as flame heroes should just chill." at Firestorm's silence, Human Torch continued speaking, "Nevermind. We should just free you instead. Then we'l have a conversation."

Moving downward, Johnny rolled in middair, dragging his elbow onto Jefferson's chest, keeping him in place as they lowered. Human Torch placed a foot over Firestorm's body, shooting a fireball to ensure he doesn't get up.

Sunset Shimmer hit Firestorm with a teleportation spell of sorts. And he vanished from Human Torch's spot. A second later, two figures reappeared, revealing an elder man and a younger teen. The young man coughed as he got to a knee, "Oh man..." he turned his head, "Grey? What happened?"

"We saved you." Sunset said.

Jefferson stared wide-eyed at the two heroes, "Um... Okay. Tell me I'm not losing it. Who are you guys?"

"I'm Sunset Shimmer."

"And I'm the Human Torch."

"Fascinating."

Jefferson turned to face Professor Stein, seeing that he was awake. "Hey, Grey. Do you remember anything?"

Stein shook his head, "No, Jefferson. All I remember is the two of us regrouping after foiling a robbery. Even I couldn't have seen what happened while we were together."

"A villain named Loki put you both under mind control and forced you to merge, it looks like." Sunset explained, "Right now, we're all working together to stop Hydro-Man and Aquaman's army from destroying the entire city."

Jefferson shrugged, "Had a feeling something was off. What do you say, Grey? You up for another merging?"

Stein nodded, "Yes. It would be wise. How did you free and separate us anyway?"

"A teleportation spell." Sunset answered.

The professor chuckled, "Spell? Miss Shimmer... I am a man of science... But at this point I'm willing to believe anything." at that, he and Jefferson locked hands, their bodies combining in a single flame, revealing Firestorm once more.

"Let's do this." Firestorm said.

'Indeed. Let's see if our allies are here as well.' Stein said within Jefferson's head.

"Let's go then." said Johnny in a determined tone, "We should see if Bats wants us to aid in evacuating."

Spider-Man felt the force of a punch from Iron Fist, launching him into a building. Peter shook the cobwebs out of his head as he sat up, "Wow. I forgot how much that hurt... Then again, I don't think I was ever on the opposite end of that." he stood up, facing Iron Fist as he slowly walked forward.

"Y'know, Rand. For a Hero for Hire. You sure leave a lot of property damage." Spider-Man joked. "Wait... I just thought of something. Why are you a Hero for Hire? Don't you own your own company or something like that?"

Iron Fist jumped, dropping his fist toward Spider-Man, but the wall-crawler dodged the attack with a leap backwards, landing atop an office table in perched pose. "Right... So much for getting an answer to that question for now." he jumped, kicking the table in Iron Fist's direction, but the martial artist used his fist to break it into pieces. Peter repeated the action with a chair getting the same results.

"Hm." Spider-Man hummed to himself, sticking to a ceiling. He shot two strands of webbing in Iron Fist's direction, reight next to his feet and slingshotted himself downward, flipping and driving his feet lower as a result. Iron Fist blocked the attack with his fist, sending Spider-Man back outside through a window as a result. "N-Nevermind... That was a... bad idea."

Iron Fist followed Spider-Man outside, "Okay, Iron Fist. I see you're not playing around..." he mumbled, raising his mask and wiping the blood from his mouth. "Now it's time I put my old training to the test." he bragged, curling his hands into fists.

Lunging forward, Spider-Man performed a kick to Iron Fist's midsection, following up with an elbow drive to his face. In retaliation, the martial artist punched Spider-Man's hip, making him tumble. But Peter got his bearings and used his Spider-Sense to dodge another punch, but he was unprepared for a kick.

Peter coughed before before countering, "Hey. You know Shang Chi, right? Maybe you can ask him if he can teach me some sick moves like you! I'll invent my own martial arts!"

In silence, Iron Fist gritted his teeth as he readied another attack, but Peter crouched, doing a sweep kick to trip Iron Fist. "Looking back, mind control doesn't make anyone smarter." he delivered a hard punch to Iron Fist, knocking him unconscious right then and there. He held his aching hand, seeing that his combo attack worked, "Ow... Why does punching people hurt?"

"Y-You get used to it." coughed Iron Fist, standing back up. Spider-Man extended a hand, helping his friend up, "It's been too long, Spider-Man. I just wish we hadn't reunited like this. I assume this was Loki's doing? I heard of his plan." at that, Spidey nodded.

Chuckling, Peter responded, "Yeah. But as you can see, we have bigger problems to worry about. Your old pal Luke is fighting Wolverine right now. Then after we stop Hydro-Man, we can get the two of you back on our world."

"We're not on our world?" Iron Fist asked.

"Nope. We're on the Justice League's Earth." Peter revealed.

"Oh. I kinda forgot. But we should help Logan."

Meanwhile, while Peter was almost done fighting Iron Fist, Wolverine was fighting Luke Cage. "Yer a lot tougher than I took ya for, bub." Logan admitted, punching Luke with a flurry of punches again. Luke remained unfazed by the attack, casually slapping Logan aside, making him dent a car once he landed.

"Grr... Damn it..." Wolverine growled, unsheathing his claws, "Let's see how unbreakable yer skin really is." he ran forward, leaning to the side of Luke's punch.

Luke uppercutted Wolverine as he neared the unbreakable man. The X-Man was sent flying backwards slightly and then he landed on his back painfully. Luckily, his healing factor kicked in and he marched on once again.

Raising his claws, Wolverine elbowed Luke before stabbing his stomach lightly, enough to do some damage and weaken him. In response, Cage punched Logan then followed with a light kick to his torso. Growling, the mutant stabbed Cage again, digging his claws a little further this time, drawing some blood from his yellow shirt.

Then, to his surprise, Luke closed his eyes, the red fading away. When he saw that, Wolverine removed his claws from Cage's body. "Sweet Christmas... Logan you have some explaining to do."

"Loki and the Legion of Doom put ya under mind control as well as Rand. I had to fight with my adamantium claws, which seemed to pierce yer skin. Surprised me as well." Logan explained.

Luke looked at the blood on his hands, "Now, I have to get myself a new shirt. I'll make sure that they pay, with money and with a fierce beatdown." he boasted.

"How about ya help us first?" Logan suggested, "Hydro-Man's terrorizing this city. Then after that, Spidey and I can get ya two home."

"Sounds like a plan."

"Twilight! Barrier!" Superman ordered.

The Amythest Sorceress nodded, creating a lavender forcefield in front of her, blocking the small tide created by Aquaman. Superman narrowed his gaze, seeing him raise his trident. "I'll make sure he doesn't go overboard with his powers." Twilight declared.

"Leave me to face Aquaman directly." Superman said.

In response, Aquaman put his trident forward, attempting to stab Superman, but the Man of Steel looked at him unfazed, "You should know what I'm capable of, Curry. Mind control or not." he pushed Aquaman, making him skid across the street. Twilight watched wide-eyed over what he was capable of.

Aquaman created a waterbeam, but Twilight countered it with an ice spell, freezing it. Then she used a small levitation spell to push it back at Aquaman, but the king used his trident to break it apart before it reached him. Twilight teleported above Aquaman, shooting him with a bolt of magical energy. "I have him held down, Superman." she announced to the alien.

"I see that, Twilight." Superman smirked, "Now..." he boosted forward and tackled Aquaman.

Twilight then used her magic to teleport to where Superman was at, performing a spell that would hold him down again, a small barrier covering his body. The Amythest Sorceress enhanced her fist to deliver a powerful right hook to his face, allowing Superman to come in and jab his torso, denting his orange scaled armor.

Angered, Aquaman sent out another tide in their direction. Focusing her energy, Twilight erected another barrier, this time, it covered the oncoming wave.

Superman decided to finish the battle by grabbing Aquaman, slamming him on the grounf from his spot atop the wave he made. Aquaman attempted to attack, but Superman proced too fast for his abilities and he was flicked aside by the Man of Steel. Twilight's brain tried to comprehend what she just witnessed, and was once again amazed. "H-How can you do all that?"

"The yellow sun enhances my abilities." Superman explained, waiting for Aquaman to march back. "Aquaman is one of the few heroes I can trust who can handle my abilities without me having to hold back too much. With us in a dire situation, I wish to bring him back as soon as we possibly can."

Twilight blinked, "I... See."

"Excuse me for a minute." Superman vanished in a blur and then came back with Aquaman, dragged on the floor. With one last punch, Aquaman was unconscious. But a minute later, he woke up, meaning Superman could stop.

"Huh? Who dares?" Aquaman asked. "Superman? Who is this strange person? How are you back?"

Twilight waved at the king, "Um... Should I explain or should you?"

"You were placed under mind control to enhance a man made of water. She's a friend from another world who came to help us." Superman explained, then he smirked, "Shall he be shown the wrath of the King of Atlantis?"

Aquaman grinned, "Yes."

"Oh man..." Twilight focused her energy back into creating a forcefield around Hydro-Man.

Meanwhile, Giant-Man dueled with Hydro-Man. The water being gave Scott a right hook, but Lang blocked it, slowly responding with a left jab of his own. "You can't hope to stop me, Ant-Man. I'm a man made of water! You won't be able to hurt me or my neverending army of Hydro-Men." he bragged,

Giant-Man growled, uppercutting Hydro-Man, then following up by grabbing a corner of a building and hitting Bench with it with a vertical attack. Twilight used some spare magic to get rid of the debris before anyone could be harmed.

Hydro-Man roared, punching Giant-Man in the helmet, stunning him. But Lang punched back. He looked down, seeing Aquaman back and he smirked.

"Halt! Giant being!"

Hydro-Man gulped, fearing the worst. "You dare mock me? The King of Atlantis?! I shall bring you down! This power does not belong to a coward like you!" Aquaman shouted, raising his trident triumphantly as he continued his boast.

"N-No..." whimpered Bench.

The water that made Hydro-Man's enlarged body and being began to swirl around, removing his clones from the street as well. It looked like a water tornado in the sky as Hydro-Man began to shrink down from his empowered form. Aquaman laughed as he saw Luna carry the weakened Hydro-Man onto the floor.

Aquaman carefully placed the water back into the ocean and with his power, he would make sure Hydro-Man wouldn't use his powers for the time being. Luna punched him justo be sure he was down for the count this time. "Outrageous." he whispered, holding back a proud grin.

Giant-Man then shrunk down, lying on the street next to Morris in pain. He opened his helmet, then he spoke to the heroes as they regrouped, seeing everyone come together, "H-Hey, does anyone have any orange slices?"

"Nope." joked Spider-Man.

Some time passed, and the streets were beginning to get cleaned out by the heroes. Luke Cage and Iron Fist looked at Hydro-Man being carried by Superman over his shoulder, "So, you two were under mind control, huh? We should get you back soon enough."

"Yeah. We got New York to protect." Luke revealed.

"I see. Can you take him with you? I'm surprised he didn't warp away like Batman mentioned." Superman said.

Iron Fist nodded, "Sure thing."

Atop a building, Peter and Twilight sat on a roof, watching the sunset over the horizon. "Looks beautiful, doesn't it?" Twilight asked, looking at her husband.

"Not as beautful as you." Peter said cooly, removing his mask and wrapping an arm around his wife's shoulder.

"Oh... You." Twilight giggled, "So, how much longer should we stay here? Mayday must miss us."

"We'll leave soon. I promise. She's got the CMC, Quicksilver and the Guardians watching her. She should be entertained. I miss her too, honey. But she's safer there than here." Peter assured, kissing his wife's cheek.

"I know." the former alicorn frowned, but her lips curled into a small grin, "But being on this Earth has been an experience. So many different heroes and cities..."

"Cool, right? Maybe we'll head back to my world." Peter said.

"I would like that." Twilight said.

Chuckling, Peter replied, yawning, "We should head back to the Hall of Justice and get Scott those orange slices he wanted." his gaze turned and he held back a laugh. "Honey... You should see this. It looks like our little theory is correct."

"What are you talking about--?" Twilight cut herself off at what she saw.

The couple saw Miguel and Sunset sitting next to each other, the teo could be seen laughing and the former unicorn leaned her head onto O'Hara's shoulder. Peter looked at the princess, "Hm... Should we tell them what they're feeling?" he asked.

"No. Let them figure it out. When Applejack explained to me what I felt for you, I panicked." admitted Twilight. "I'm just glad you felt the same way about me."

Peter shrugged, "I dunno-- They're very different from us. Who knows how they'll be?"

"We'll see." teased Twilight.

Ben appeared behind the couple, surprising them. "Hey, guys. Did I ruin the moment?" he laughed.

"No, bro. Sit down." Peter suggested. Ben did so and he removed his mask.

"Those two... I swear. We should bet, who confesses first?" Ben teased, referring to O'Hara and Sunset.

Peter grinned proudly, "As a Spider, I gotta go with Miguel." he patted Ben's back.

"In that case, Sunset." Twilight replied playfully.

"And it's on. May the best win." Ben vowed.

The three laughed lightly, enjoying the moment they could share. For they weren't sure what came next, but at least they could worry once they return to Equestria.

Tartarus...

"You didn't bring back Hydro-Man. Why?" Luthor asked.

Loki gave the scientist a smug grin, "He failed. He had all that power and he couldn't succeed. He has no use for our organization anymore." he explained. "But don't worry, I asked Discord to summon someone in his place."

A red blur appeared within the dark caves, revealing a pony dressed in yellow and a constant blur. "The Reverse-Flash will be assisting us for the battles to come."

"Heh. Pleasure to be of assistance." Thawne greeted. "I just want to get back at those speedsters."

Luthor raised a hoof, "I see. But in the meantime..." he paused, chuckling darkly. "I have one last thing for the heroes on Earth. And don't worry, they won't remember they were ever here. Loki, open a portal to LexCorp."

A portal opened up and the the two stepped forward, them changing back into their human forms. Luthor gestured to the group standing within the office, "These right here..."

Loki laughed, "Very clever. The war of two teams."

Standing in the room were Iron Man, Captain America, Thor, Hulk, Black Widow and Hawkeye. The Avengers were under their control and were being sent to the DC Earth. The heroes' greatest trial on that world is about to get worse and the two masterminds acknowledged this as they laughed.

Not-So Civil War, Part I

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Peter munched on the burger, enjoying the taste of a food he hadn't eaten in years. The hero smiled as he looked at the patty and buns, "Oh man... It feels great to be back and eating something other than hay and apples or the like. I'll admit, a drawback to being in Equestria is becoming almost a hundred percent vegan for ethic reasons." he waved a hand, "I can understand why that is, but still..."

Twilight looked at her meal, "I don't know, Peter..."

"I told you, honey. It's fine." Peter assured, "I won't think any less of you. It just means we're humans."

"Aw yeah!" Wade shouted, shoving a burger into his mask and swallowing it with ease.

"What?" Twilight asked in confusion over what Deadpool had just accomplished.

Cracking his knuckles, Wade replied, "Years of practice."

Johnny laughed, "There are some things man wasn't meant to know. That and why he wears the mask in the first place."

"Exactly." Bobby answered, "I've seen it. And even he doesn't want you to see it."

"Assholes..." Deadpool grumbled.

Ben shoved a handful of fries in his mouth, "Holy crap!" he said with his mouth full, spreading some crumbs on the table, "I wish I had this food sooner! Kaine would love it here!"

"Glad you approve of Big Belly Burger, everyone." Barry said, taking a seat next to the small group. With him was Harrison Wells, who had bought his own bag and wanted to accompany the heroes for their small celebration.

Peter leaned on his chair, "Well, I never imagined you of all people coming here, Dr. Wells."

"Heh. Even I can enjoy a good meal, Mister Parker." Wells said in a playful tone.

"Please, just call me Peter." said the young man.

Wells nodded, pulling out his own meal. His gaze turned to Ben, who continued to force all of his food down his throat, "Hm... Is he... feeling alright?"

"Yeah. He just hasn't had Earth food before." Miguel explained, "And it's not everyday I eat fast-food in the past."

"Well, your past. This is our present." Sunset corrected.

Miguel rolled his eyes, "You're as picky as Parker."

Peter huffed at the comment and grinned, "I-I'm right here, you know. It doesn't work when the guy you're talking about is literally sitting across from you."

Twilight looked at Wells, "So, Dr. Wells... You're from another world? I remember mentions of an Earth-2."

Wells shook his head, "It's a long story. One I don't want to ruin the moment in explaining. Let's just say Barry over here has been through a lot."

Miguel raised a hand, "Hold on... If what you said about the Wells of this world was true, then how are you out here in the public with us without causing a panic? I mean, technically you're a felon that died in this universe."

"Simple, Mister O'Hara." he revealed a small stick, "Face-changer technology. With it, I can alter my appearance while all of you can see who I am."

Barry smiled, "Comes in handy. I felt bad that Wells had to stay in the lab with nothing else to do, so I had a little help from Cisco, Caitlin, Bruce and Clark to get the tecnology working properly for him." he explained, taking a bite of his fries.

"Speaking of..." Scott said, "Where are the others at? Bruce and Oliver I can see missing out, but what about Superman, Luke, Danny, or Aquaman?"

"They are all back at the Hall of Justice, meeting up with the Justice League and making sure Luke and Danny send Hydro-Man back to our world with no problems. Logan didn't want to come for some odd reason as did Luna, and Spike is pretty obvious." Peter explained. "As of now, I think they're waiting for Fate and Strange to open the portal and then we're gonna get searching for the Avengers."

Ben nodded, food still in his mouth. "Ben, chew." Twilight scolded. The clone did as he told and swallowed his fries and burger. The clone then smiled sheepishly at his actions, grabbing a napkin to wipe the grease off him, rolling up the sleeves of his blue hoodie before digging into the last of his meal.

"Truthfully, I'm not sure what the natural food is like on your world, but I assume you all to not be carnivores." Wells noted, "A shame. It seems this restaurant is not a multiversal constant."

"I don't remember this place on my Earth as well." Peter revealed. "Maybe it's a thing on your worlds, but not ours."

"If only we could see Earth-2." Twilight said, "I would love to see what is there that makes it different from this world."

Barry shrugged, "There're some major differences in that world that make it stand out. For one, that's where the Justice Society of America reside somewhat in flux to our timeline, as well as a cruder incarnation of the Reverse-Flash, who goes by Zoom."

"Zoom? What makes him different?" Miguel asked.

"He's ruthless. His name is Hunter Zolomon. He travelled our worlds to become the fastest. He captured the real Jay Garrick of my Earth, who was the Flash of that world, and impersonated him on this world in order to trick the Flash, which they didn't know about Zoom's identity. We figured out his plan, stopped him and saved the real Jay Garrick before I headed back to my world." Wells said.

"Couldn't we call them to help us?" Sunset suggested.

"None of us want to bother the JSA with our problems. Plus, they're probably busy enough as it without us having to explain the Legion of Doom situation and getting them involved." Barry answered, knowing that the other team would be busy to deal with another world's problems that wouldn't concern them.

"So much for that idea." Johnny grumbled.

"I can see that. So, I guess it's just our worlds then." Peter said. "I wouldn't be against one of them showing up."

"I don't think any of us are, Peter." Sunset noted.

"More Earths with more heroes. Kinda makes me pity what 2099 has in comparison." Miguel said.

"Yeah... Sunset and I only saw the lab within the company you work for, Alchemax, wasn't it?" Twilight realized, "Besides you, who else is there in your timeline?"

"Let's see... There's another Hulk, but he is nothing like the one in his time." Miguel began.

"Of course." said Johnny, "What about the Fantastic Four? Surely someone must've followed my legacy!"

"Nope," revealed O'Hara, earning a disappointing groan from the Human Torch, "There's also another Punisher, Jake Gallows, who was a cop that had his family murdered by Kron Stone, the son of Alchemax's CEO, Tyler Stone." he continued, 'And whether I like it or not, my own shocking father...'

"Future Punisher... I am so sorry..." Peter apologized.

Miguel crossed his arms, "There's also another team of X-Men, a Ghost Rider and I should probably mention this as well... Doctor Doom is in that time."

"Doom?" Johnny blurted out, "Is that where he wound up?"

Raising a hand, Miguel continued, "I'm not too sure if it's even the original stranded in time or someone believing that to be the case. All I know is that he seems to have mellowed out and is actually on our side in the future. Alchemax took over Latveria, and knowing him, he obviously wishes to stop it like I do. So, I'm kinda glad we have someone on the side of good per se."

"Egh. Doom playing hero. That just... doesn't sound right." Johnny gagged.

"Just keep an eye on him." Bobby warned.

"I am. Er, when I get back, anyway." Miguel replied.

Wells placed a hand on the table, grabbing a clean napkin to wipe off the grease covering his face, "Hm. That was good." he muttered inaudibly, "Anyway," he cleared his throat. "I wish to join you all in this... adventure of yours. If only to make sure none of you mess this up and we do this right."

Twilight raised a brow at that, "Are you sure, Dr. Wells? It wouldn't be safe if you were out in the frontlines with all of us when we stop the Legion of Doom."

"No, I insist." Wells cleared his throat again, "How about this? I go to your world, Equestria as you call it, and go keep an eye on your friends there and tell them you're all fine and that you're coming back soon. I'll keep them all in check. If only I had a dimensional communicator of some sort to update from that end..."

"Unfortunately that hasn't been invented." Peter joked.

"Hold on... Bring Cisco." Barry said. "We should see if his Vibe powers can go between the worlds."

"So, Cisco can travel between worlds?" Sunset asked, "I didn't know he had that kind of power."

"That geek has superpowers?" Johnny blurted out, earning an elbow nudge from Peter and Twilight. He rubbed his sore spot, "Alright, fine. That's pretty cool, I'll admit."

"What about Central City?" Scott questioned, "Wouldn't it be unsafe to leave it exposed, knowing that Alchemy and the Rival could come back at anytime?"

"I'll tell Wally and Jesse to keep an eye on it while we're gone. It's not a permanent trip." Barry assured.

Nodding, Peter stood up from his chair, grabbing the bags, "It's settled. We'll pick up Cisco, bring Wells and send them to Equestria once Luke and Danny return to our New York."

Later at the Hall of Justice...

Peter, Twilight, Sunset, Miguel, Ben, Barry, Johnny, Bobby, Scott, and Wade returned to the Hall of Justice, with them were Harrison Wells and Cisco, in his Vibe costume. The team was surprised to see the entire Justice League sitting together in the meeting room, debating the next plan with Luke and Danny overseeing Hydro-Man with Black Cat and Jax, ensuring that he wouldn't escape. "Hey, guys." Peter greeted, waving, "Did we miss anything important?"

Superman smiled, "No. Fate and Strange said the portal should open shortly."

Batman gave Wells a quick scowl, silenty facing away from him. "Dr. Wells."

"Batman." Wells greeted.

Barry whispered to the others, "Mistrust. Even though this is a different wells, Batman isn't exactly trustworthy of someone with the face of a known supervillain on our side. Though, the rest of the League is a little wary."

"Why did you bring him and Vibe here?" Wonder Woman questioned, pointing at the two.

"We wanna have them keep an eye on Equestria until we find the Justice League." Peter explained.

"I see." said Hal Jordan, "We'll tell Fate to open a portal back there as well."

"Thank you..." replied Twilight with a slight pause.

"Oh, call me Green Lantern, ma'am." Hal introduced himself. "The best of all lanterns."

"Just don't tell John that." Barry joked.

"Ha ha, Flash." Hal quipped.

Suddenly, a portal opened up, gaining the attention of Luke and Danny. The two partners looked at each other, before facing Peter. Luke was the first to speak, picking the unconscious Morris over his shoulder, "Hey, Peter. You owe me for this." he quipped playfully.

Chuckling, Peter extended an arm, "Yeah. I'll be sure to pay you once this is over."

Luke smiled, patting the wall-crawler on the back, "Nah. I'm just messin'. Consider us even, kid. The burglar and Logan explained what you've been up to. Keep it up. I don't wanna hear that ya screwed up."

"I'll do my best, Luke."

With a smile and nod, Luke jumped into the wormhole, leaving Danny to face his fellow crime-fighter. "It has been an honor seeing you again, Peter." he said.

"You kidding? You're the martial artist with a flaming fist! You and Shang-Chi should train me one day!" Peter complimented, "But seriously, Rand. It felt good seeing some old New York heroes. Brings me back to the old days."

"Same here, Pete." Iron Fist shook Peter's hand, "Take care." he looked at the former ponies, "Same to you all. Keep an eye on this guy. He's wild."

Smirking, Twilight said, "I already am."

Iron Fist then hopped into the portal and Fate's voice was heard a few moments later, 'Strange altered the course of the vortex. Equestria is the destination.'

"This is my stop." said Cisco, "Hey, Barry. Don't eat my pizza."

"No promises, Cisco." Barry replied.

Vibe jumped into the portal, and Wells faced it, a strange gun slung around his chest. "We'll be waiting for you, Allen." he said before following his ally, before the portal closed.

"Now we can focus on the Legion of Doom." said Aquaman, placing his staff on the table.

Putting a finger on his chin, Peter spoke up, "Speaking of them. How did they capture you, Superman?"

The Man of Steel sighed, "It surprised me... I sensed Loki and Luthor coming after me. And I ensured that they couldn't put me under mind control thanks to a mind barrier placed by Doctor Fate when he sensed a breach in dimensions."

"Why you?" Twilight asked.

"Because I'm an easy target. If they had me under mind control the Legion would've won. Fate had the time and energy to only perform the act on me, saving me from corruption. I'm not sure if he planned for anyone else. Anyway, they planned for that, and exposed me to Kryptonite. After that, I was knocked out and woke up in the Red Sun room hidden in LexCorp, where my powers were nullified until you lot saved me."

"Really? They planned for that?" they heard Spike say, who was listening in to the conversation.

"Luthor's a tricky person to follow." admitted Superman. "After that, I assume that's when they began their assault across the three worlds. But... I have no idea why they're targeting your world. Nothing about that makes sense."

"I see. So much for that." sighed Scott in disappointment.

"What is all this talk?"

The group turned around, seeing Luna and Logan walk in. "Hey, guys. Superman was just explaining his side of the story. Turns out he doesn't know anymore than we do." Peter elaborated.

Logan grunted, "Damn."

"So what shall be our next course of action?" Luna wondered.

"We told Strange and Fate to see if they can sense the Avengers anywhere within our worlds. They should be giving us an update later on." Hal noted, clenching his fist, "Now that we're a full team again, they and the Legion are our first priority, knowing that Superman hasn't become a target."

Tartarus...

"Are you sure this is the best course of action, Loki?" Lex asked his accomplice.

"Divide and conquer, Luthor. The heroes will be split apart, meaning that they all can't rely on each other once again." Loki raised a hoof, "I have sent the best fighters out there. The rest of us will attack Ponyville, where the ponies won't stand a chance. I may have had Discord bring in a few more... recruits you could say."

A grumble was heard, scaring Luthor slightly. Standing behind him was a familiar spiky, white creature, who had his form unaltered in this new world, somehow. "D-Doomsday?! Isn't that overkill for the ponies? We told Discord that! How is he even here?!"

"Oh, I know that. I was the one who brought him from space after all." Discord chimed in, teleporting in between the masterminds, "But I'm making sure that they do not die in this next encounter. I already have the chairs, cups and popcorn all ready to go. There's two more people joining us in this Equestrian side of the battle, by the way. I felt with the large numbers here, we should even the playing field. There's no entertainment in a true curbstomb fight after all."

Another red blur revealed himself, the Rival stood proud next to the Reverse-Flash, who rolled his eyes, "And who the hell are you exactly?" Eobard asked.

"The Rival to the Flash." Clariss revealed.

Thawne nudged Edward, "Just don't get in my way. I'm the Flash's true reverse."

"Sure." Rival scoffed.

"Ooh! I can't wait to see the last guy!" Joker cheered.

Suddenly, a pegasus wearing green and purple armor hovered around the cavern, "And who might you be?" Joker asked, extending a hoof. The armored pony silently stood still.

"Meet the Beetle. An assassin that Spider-Man used to encounter every now and then." Discord introduced. "He's not much of a talker, this version. The original reformed sometime after Peter left to stay in this world."

The Beetle nodded, revealing his weapons sealed within his armor. "Welcome to the Legion of Doom, Beetle, Rival. Today, we strike Equestria." Lex greeted. With the group he was taking responding, he faced the small table Discord made for his long desired experiment, beakers placed and scattered about it with papers crumbled and scribbled on.

"I see you're almost done." the draconequss laughed.

Luthor smirked, "Yes. And soon I shall overpower the heroes of both worlds." he looked at the liquid within the large beaker.

DC Earth, Hall of Justice...

Alarms blared at the Hall of Justice, surprising the heroes as they spoke, cutting their conversation short. Batman looked at the monitor, getting alerts of attacks in two different locations. He looked at the attack happening in Gotham. "Some members of the Legion of Doom are spotted near Gotham Harbor: Deathstroke, Cold, Heatwave, Sinestro, Spider-Slayer and Grundy..."

"And the other alert?" Superman asked.

"Metropolis Airport." Batman revealed. "No... The Avengers were seen, and everyone was evacuated before anyone was harmed. It seems they came to us."

"The Avengers? This has to be a trap!" Peter shouted, putting on his costume.

"Seems that way." Twilight agreed.

"The Justice League will attend to the Avengers." Superman decided.

"Sinestro has a ring that can counter mine." Hal warned, "I should face him."

Luna spoke up, "My magic might be able to withstand his ring, Green Lantern. You must go with your team."

"I'm going too." Spider-Man said.

"Then that means I'm going with Peter." Twilight added.

Peter groaned, "Fine. The JL and the two of us are going to save the Avengers. The rest of you can go and fight off the Legion members, which shouldn't be too tought from the sound of it."

Logan growled, "Now hold on. The Avengers are my allies too. I'm comin' with ya too, kid. The Green Guy and I have a small score to settle, anyhow."

"Then it's settled." Batman declared.

"If what Luna says is true, your magic should be enough to hold off Sinestro." Hal assured Sunset Shimmer, who nodded, "Just be wary of his tricks, and don't be afraid. His ring feeds off of the emotion of fear, which is the counter to my will emotion Green Lantern ring." he explained to the uninitiated.

Barry continued, "Cold and Heatwave should be the easiest to fight. Just have Johnny and Bobby gang up on the two with their opposite elemental abilities this time."

"Deathstroke is a powerful assassin. It would be best to leave him to Ben due to his Spider-Sense coming in handy." Batman elaborated to the team.

"Okay, I think we got it." Scott cut them off, "I'll fight Grundy with Black Cat and Deadpool, and Miguel fights Spider-Slayer."

"What about me?" asked Spike, holding up a claw.

"Help us fight the Avengers. At least the Hulk. He can tank your giant strength." Spider-Man announced.

"Awesome."

"Let's go." Batman commanded. The heroes nodded, and they went to their destinations.

Metropolis Airport...

Spider-Man and Batman decided to walk into the empty airport field first, leaving the other League members and heroes waiting until they get the signal to attack. Batman narrowed his gaze, "It's a little too quiet here... Is your Spider-Sense going off yet, Peter?"

Shaking his head, Peter answered, "No. That just makes me a little more worried than usual."

Then, the familiar tingling ran on the back of his neck and he jumped, shoving Batman away from a blue blast aimed directly at them. When they got their bearings, the two heroes looked up, seeing Iron Man holding out an arm, apparently being the one who shot the repulsor blast at them.

"Iron Man." whispered Peter. It was first time he's seen his old friends and inspirations and years. 'I just wish we hadn't reunited under these conditions!'

Following Iron Man's appearance was Thor, who spun his hammer, Mljnoir over his head to stay afloat, his cape flowing in the small wind he was making. Captain America stepped out of the shadows, his round red, white and blue shield in hand and raised over his head. Hawkeye shot an arrow from behind and Batman caught it, dropping the projectile immediately after before the archer stood next to his team. Black Widow flipped next to Cap, glaring at the heroes before aiming her wrist tasers. The last one to arrive was Hulk, who jumped from the roof of the building. Thor and Hulk knelt in front of the other Avengers as they landed.

Gulping, Peter took a step back, "Oh crud..." but he smirked under his mask, "Whatever shall we do, Batman?" he asked sarcastically, looking at his ally.

A smirk was seen on Batman's face, and he answered, "Let's show them our team."

Revealing themselves first were Twilight and Wolverine, the former holding out her glowing hands, the latter unsheathing his claws and his teeth gritted. Logan's eyes narrowed underneath his black and yellow cowl.

Next up were Wonder Woman and Martian Manhunter, who descended by Batman and Spider-Man's sides. Following them was the Flash, who ran into the battlefield. Green Lantern and Aquaman followed Barry's lead and they stood next to him.

The last to arrive was Superman and Spike, lowering themselves from the skies, the alien standing in the center of the group, while the dragon towered over the others from behind. The Man of Steel crossed his arms as he faced his allies.

"What do we do, Bats?" asked Peter.

Batman frowned, "We fight."

Seeing that their opponents were there. The Avengers slowly walked forward, prompting the Justice League to do the same. Soon, they began to move faster, and the JL mirrored their actions. Spider-Man's eyes widened as he faced Superman, "Uh... They're not stopping!" he almost screamed.

"Neither are we." Superman boasted in a determined tone.

Eventually, the two teams collided. The battle of titans had just begun.

Not-So Civil War, Part II

View Online

Gotham Harbor...

"Well, well..." Captain Cold said in a calm tone. "It seems they're coming... Just as planned."

"Solomon Grundy born on a Monday..." Grundy sang to himself, getting bored with waiting for the heroes.

"Shut it, zombie." Heatwave growled.

Spider-Slayer and Deathstroke rolled their eyes at one another, annoyed at the three. "How have you survived staying in Tartarus this whole time with a team like this?" Smythe asked Slade, who was busy observing his sword.

"Not sure, really." Deathstroke admitted. "Being a master assassin, I've come to meditate under stressful, or annoying situations times like being cramped in that cave, at the very least, we were able to get used to our new bodies while we were down there."

Alistair put his hands on his hips, "I see."

Then the villains were surprised by someone jumping within their line of sight. A blur caught Captain Cold off guard, and he staggered backwards as a result. Spider-Man 2099 raised his fists right as he revealed himself, no longer using his Accelerated Vision and Decoy due to it being draining on his body. "Oh, it's the future Spider-Man." Cold chuckled, "I'm gonna have fun with you."

"Did you really think I'd come alone, you bithead?" Miguel asked, remaining still as the villains neared him.

Looking up, Captain Cold fired his cold gun, but a fireball countered the freezing blast. Snart growled bitterly. The Human Torch hovered over him and his partner. Heatwave decided to fire his flame gun upwards as well, and managed to hit Johnny, but the fire hero absorbed the attack as a result. "Good going, Mick." Cold snarled at his partner.

"I wasn't aimin' for him." Rory revealed.

"Then who?" Cold asked. A snowball landed on his face and he heard a snicker near him. The icegun-wielding villain turned around, seeing Iceman with another snowball in hand. Groaning, Snart wiped the snow off his face.

The Human Torch threw another fireball down, but Cold and Heatwave rolled out of the way in time. Snart shot his cold gun on the floor in the path Spider-Man 2099 was running in, making him slip and fall on his side. "Shock!" he cursed, holding his hip while he continued to slide down the small path.

In order to get his bearings, Miguel shot out two strands of webbing and swiftly connected it to Smythe's leg and a wall, yanking Smythe before sticking to the wall, flipping off of it and getting back on his feet. "Grr... Another Spider-Man. And I hear you're from the future. I'll make sure the legacy ends there." he declared, revealing his metal artificial stingers at last.

Moving forward, Spider-Man 2099 was the first to attack, his fist nearing Spider-Slayer's head. In retailiation, Smythe swung his arm upwards, hitting Miguel in the head. The future Spider hissed in pain, driving his elbow to Smythe's torso. But before Miguel could continue, something held him down.

"Yes..." purred Sinestro, "Be afraid, be very much afraid. This little bout shall end here."

The Yellow Lantern trapped Spider-Man 2099 in a bubble, it slowly getting smaller, leaving the Spider to struggle to escape. "Heh. You think I'm afraid of a bubble made by a purple man with a cliche supervillain mustache?"

In response, Sinestro made the bubble smaller, "You dare insult me? The worlds shall know true fear. Starting with your demise."

"I dunno about that."

Something hit Sinestro's hand, making him lose focus. The alien looked up, seeing Sunset and Luna hover over him and the other villains, both of them with magic capable of disrupting his ring. "You will regret doing that to me."

"Thou would like to see you try." Luna quipped.

With a growl, Sinestro used his ring to fly to the magic users. The Yellow Lantern responded, "This ring feeds off of fear. I can use your very emotions against you."

"Luckily for us, I'm not feeling very scared." Sunset boasted.

Back on the ground, Deathstroke raised his sword, ready to slash Spider-Man 2099, but he felt something yank it out of his hands. Slade looked to see Scarlet Spider perched on the side of the wall, wagging a finger at the assassin, "Didn't your parents tell you not to use sharp objects to kill people? So inconsiderate." he hopped down, facing the assassin, who managed to grab his blade.

"It appears you've made a grave mistake." Deathstroke hissed.

Scarlet Spider shrugged, "Mistake? Me? Nah, if anything you're the one who made the mistake, pal."

"Try me."

Deathstroke leaped forward, driving his sword downwards, Ben jumped back thanks to his Spider-Sense, and he somersaulted on the floor, getting back to his feet. "Eh. Not impressed."

His Spider-Sense went off again, hie went bug-eyed at the sight of Grundy ready to cave his head in. "Mommy..." he gulped, prepared to bounce backwards.

"Grundy break fake spider!"

Then, a figure suddenly appeared, growing right as he backflip-kicked Grundy in the chest. Ant-Man crouched to a knee as he landed, smirking underneath his helmet. "Okay, big, tall and ugly. Time to pick on someone who's kinda not your size."

Performing right hook, Grundy tried to punch Scott, but the hero shrunk down, grabbing the zombie's fist and running on his arm. He grew back and drove his feet into Grundy's body. Right as Grundy was about to counter, Black Cat jumped down, scratching his suit, creating small rips in it.

"You rip Grundy's favorite suit..." the zombie moaned sadly.

Felicia retorted, "It wasn't your Sunday best."

Grundy seethed, annoyed by the heroes taunting him, insulting him. He roared, lunging after Black Cat and Ant-Man. "Hey!" shouted Scott, "Watch where you're running!"

Shrinking again, Ant-Man jumped up, growing and landing a hit on Grundy, who staggered back in surprise. Black Cat ducked, performing a swift sweep-kick that tripped Grundy as he ran. Moving forward, Ant-Man reared his fist back, almost punching Grundy. But as he moved Captain Cold aimed his gun to the side, freezing his legs in place, making him yelp in pain. "Cold..." he whimpered, doing his best to break his legs free from the ice.

"I got ya." Johnny announced, stopping himself and carefully aiming a beam of fire in Lang's direction, melting the ice instantly, and allowing the shrinking hero to move. But that distraction provided Snart an opportunity to attack him with a kinetic blast from his gun, not able to freeze, but the setting allows him to push anyone back. "I thought that gun couldn't hurt me."

Captain Cold smirked, "I learned the insides and out of this gun. I figured out a small way to create a blast that's not all freezing, but can still hurt like hell. Which is good against someone like you."

"Keep telling yourself that, mister 'I wear a coat everywhere I go'." Human Torch muttered.

Heatwave shot Iceman, making him collapse on impact. Bobby managed to move himself back and rolled to the side of Heatwave, hitting him with an icicle, but Mick burnt it away with his gun right before it could reach him. Bobby groaned, "Damn it..." he used his powers to create a path to skate on as fast as he could, but Heatwave burnt the path slightly, making him tumble before he successfully landed an iceball throw onto his stomach, giving him a cold pain. "Okay, I know this is a little off-topic, but has anyone seen Wade? If he went back home, I really wouldn't be complaining."

"Don't count your chickens before they hatch, Icyguy!"

Deadpool teleported into the small battlefield. The harbor was empty, allowing all kinds of damage without any harm of casualties, which pleased Deadpool as he glanced at his large arsenal. Wade rubbed his hands together, "Heh heh. It's time to cook the chimi-freaking-changas now."

The Avengers and Justice League finally collided, beginning the battle of ages. The first two to collide were Captain America and Batman, the Dark Knight driving his fist into the Captain's shield. Cap raised his arm slightly to hit Batman's jaw with the blunt end. In response, Batman uppercutted the Captain before performing a small spin-kick to the soldier's chest, making him slide across the ground. The super-soldier got to his feet, charging after Batman, shield first. But he pulled a switch and reared his fist back at the last second, hitting Batman in the head.

Spider-Man decided to lend Batman a hand against the Captain, giving him some brief advice. "If he's under mind control, then this should still work. Go for his legs." he advised. Batman nodded, using the information to his advantage.

Shooting some webs, Peter landed the strands on Cap's arms as he put his shield away. Spider-Man noticed something strange about the Captain while he slingshotted himself forward.

His eyes weren't glowing red.

Choosing to not focus on that, Spider-Man kicked Cap in the chest before crouching. "I'll take it from here, Peter." Batman declared, using his Batclaw to swipe Captain America's shield out of his grasp, and into his own. Spidey watched agape at the sight.

"Batman with Captain America's shield... Never thought I'd see the day." he lamented, watching as Batman moved his arm upward, hitting the Captain in the jaw.

Aquaman decided to attack, not using his trident as not to harm Cap too much. The king of Atlantis gave the soldier a right hook, deflecting Cap's punch with his elbow, before shoving it on the Captain's face. Captain America narrowed his gaze.

Hitting Aquaman with a chop, he stunned the Atlantean. Aquaman responded with a boast, "I must not hold back against you, Captain. But even you can be saved."

Meanwhile, Twilight and Flash chased Iron Man, who remained in the air. The two stared each other down silently, the Amythest Sorceress scowling at the sight of the Armored Avenger charging a repulsor blast. But an idea came to mind. She closed her eyes and muttered to herself as she raised her arms, "Come on..."

Before Iron Man could release his blast, a car came crashing down on him. Making sure he didn't get hit again, he blasted the next car that fell from the parking garage. Barry saw what Twilight was doing and looked at her, "I'm gonna go charge up a quick lightning shot. Can you hold him in place?"

"I'll do my best." Twilight hissed with a nod.

The Flash then started to run in a small circle next to the Amythest Sorceress, who continued to wave her hands around in order to lift the cars down from their spots. "I sure hope no one minds this..." she mumbled, seeing Iron Man continue to shoot the vehicles down as they fell one at a time.

The Armored Avenger continued to counter each car that was sent his way, but a truck fell, catching him off guard and hitting him, making him fall to the ground. Using his jet thrusters, he managed to pick himself back up.

But by then, the Flash was ready and threw his lightning at Iron Man, the Avenger moving as the lightning entered his system. "That should shut him down..." but instead of doing as the Flash said, Iron Man ahot a supercharged repulsor blast in his direction and Twilight's, and the Scarlet Speedster ensured that the two dodged in time. "I-I don't get it... Why didn't that work...?"

Twilight hummed, deducing the reason, "Y-You may have charged his armor temporarily. That glowing thing on his chest gives his armor power, and you must've hit that."

Slapping himself on the head, Barry groaned, "Of course! I'm an idiot for not knowing that!"

"Don't put yourself down too hard, Barry. The two of us didn't know that." Twilight assured, putting a hand on the Flash's shoulder, "Being with Peter, he does that enough, despite me telling him otherwise. We just need to stop him, his armor boost shouldn't last long."

With a smile, Barry faced Iron Man once again. And the Amythest Sorceress did the same.

Wonder Woman, Martian Manhunter and Green Lantern decided to take on Thor. The God of Thunder raised his hammer, creating a burst of lightning in their direction. Hal used his ring to create a green forcefield, blocking the attack. "Diana... J'onn. I'll cover for you! Just find a way to stall him!"

Diana spoke, "I shall." she pulled out her lasso and tossed the end, wrapping it around Thor, the rope glowing as the thunder god struggled in its grip. "Stand down, Prince of Thunder!" she ordered, grabbing her shield as well. Her shield collided with his face, and she released the lasso.

Then Martian Manhunter appeared, grabbing Thor. The Prince of Thunder used his hammer to swipe J'onn's leg, forcing him to release the Prince of Thunder. In response, Martian Manhunter grabbed Thor's arm, using his free hand to sucker punch the god in the chest. The Asgardian Prince growled, hitting Martian Manhunter with Mljnoir again, launching him across the airport.

Deciding to take action again, Wonder Woman punched Thor in middair, but the god swung his hammer horizontally, hitting her side hard. Diana groaned, seeing Thor ready to charge more lightning her way. Wonder Woman flew in his direction, readying her shield and sword. "Stand down, Thor... If you wish to survive." she threatened, but deep down it was a slight bluff and hoped that he would listen.

Thor smirked, gripping Mljnoir with both hands. He swung upward and hit Diana before she could attack. Unfortunately for him, Green Lantern held him down with his ring before he could continue. "Heh. She warned you, Thor." Hal joked, his arm extended forward and a green beam keeping Thor's arms in place. "I can keep you there all day if I want. This ring can withstand anything if I remained focused."

The green suddenly broke apart, allowing Thor to be freed. Hal silently gulped, "Well... So much for that." in an instant, he created a baseball bat and shield in both hands, lunging after Thor. The Green Lantern swung his bat at Thor, then his shield, both constructs vanishing after he attacked. "That didn't hurt you, did it?"

In response, Thor raised Mljnoir, lightning aimed at Hal, who tried to fly away as much as he could. The bolts of lightning came closer to him, but Wonder Woman swooped down in time, deflecting them with her bracelets right as they neared Hal, throwing the attack right back at Thor, who staggered to each bolt.

"Thanks for the assist, Diana." Hal thanked.

Wonder Woman grinned, "It was no trouble."

Martian Manhunter flew back, "Thor seems to be an issue. We cannot hold back any longer."

"I can agree to that." Green Lantern decided.

Down on the ground, Wolverine chose to fight Hawkeye and Black Widow, who decided to join forces against him. Logan used his claws to block Hawkeye's bow from hitting him. "Stand down, Avengers! I don't wanna hurt ya!"

In response, Hawkeye spun slightly, aiming his bow to Logan's head, the X-Man blocked it, but this gave Black Widow a chance to attack him with a wrist taser, stunning him. She leaped, performing a scissor kick and spinning him aside. Wolverine felt the pain on his head, but it subsided a little, "Ya gave me a headache, bub... Yer gonna regret doin' that, mind control or not."

Hawkeye shot an arrow and it managed to stab right through him. The X-Man yelled, ripping the arrow right out of his leg, the wound healing instantly. "Okay, now yer pushin' it." he threw the arrow down, preparing to face the two agents.

And finally, Superman and Spike were the only ones capable enough to keep the Hulk still. The two superbeings collided, Hulk drove his fist to Superman's side, creating a small shockwave that sent the Man of Steel flying. Spike spat his firebreath with covered the Hulk, but the green goliath tanked the fire, the flames covering his body. The dragon smashed his foot downward, but the Hulk managed to hold it up.

By then, Superman came flying back, tackling the Hulk in the blink of an eye. "I'm impressed. You're actually able to keep up with me."

"Hulk is strongest there is!" Hulk boasted.

Spike noticed that, "Wait... Did he talk? None of the other mind-controlled heroes did that!"

Superman swung his fists to Hulk's chest, creating another small shockwave that launched the Green Goliath upwards. Spike flew up as well, slashing his claws on Hulk's body, with green blood dripping out of the wounds briefly before healing. "Woah. That's a little freaky." the dragon admitted, grabbing the Hulk and tossing him down, allowing Superman to drive both fists to his stomach, making him roar loudly in pain as a result.

The Man of Steel spun kicking Hulk back down to the ground, making a small crater from the force of the throw. Hulk groaned, jumping out of the crater. He roared as Superman and Spike landed as well, and he lunged forward.

Scarlet Spider backflipped from Deathstroke's sword. "Ah. Forget this." he held out two pistols and began to shooting."

Using his Spider-Sense, Scarlet Spider swerved, jumped, crouched and rolled in order to avoid the bullets coming his way. "Holy crud. This is cool!"

Deathstroke grumbled, putting his fists up to combat Ben. The clone spin-kicked, but Deathstroke deflected the attack with a powerful strike to the chest, knocking the wind out of Scarlet Spider. Wheezing, Ben made one last punch to Slade's head, denting the metal helmet slightly, "Heh... Got your nose." he quipped.

"Shut up!" Slade yelled, slashing downward. Ben flipped backwards and shot a line of webbing at the tip of the blade. With a yank, he disarmed Slade.

"Someone's cranky!" Ben taunted.

Lashing his arm stingers, Spider-Slayer hoped to attack Miguel, but the future Spider's Accelerated Vision still gave him a slight advantage. "Stay still!" Smythe ordered.

"I'm thinking... No!" Spider-Man 2099 responded, ramming his fist into Smythe's helmet, cracking it a little.

Captain Cold decided to lend a hand by shooting the floor underneath Miguel, making him slip backwards. "That oughta do the job, Smythe." the coat-wearing villain joked, turning his attention back to his partner and Human Torch and Iceman.

Spider-Slayer jumped up, his arms reared back. Miguel rolled, going into a somersault right as Alistair drove his metal claws right into the ground where he once was.

Ant-Man spin-kicked Solomon Grundy in Deadpool's direction. The mercenary extended a palm, ramming his hand into the zombie's nose. Once Grundy staggered back, Black Cat slid on the icy floor, kicking the giant's legs. Scott shrunk down, grabbing Grundy's collar, grew back and used his momentum to throw him through the window of an abandoned warehouse. "Boom!" shouted Ant-Man, raising the faceplate of his helmet for a second to cheer.

The sound of a wall being broken got his attention, and Scott gulped, "And... There goes the moment." he saw Grundy standing in the hole he made, clearly angry.

Deadpool shot Grundy's chest, launching him. "And there goes the dynamite!"

Raising a brow, Felicia looked at the two, "D-Did you plan that joke? Sounds like something Parker would do."

"I didn't, but he probably did." Ant-Man answered, gesturing toward Deadpool, who smiled under his mask.

"I cannot tell a lie." Deadpool answered.

Scoffing, Lang rolled his eyes, "Bullcrap!"

"Hey! I'll have you know--" Wade started to talk, but he felt something breathe behind him. His face was suddenly held within the grasp of a large hand. "He's right there, isn't he...?" he asked, his voice muffled in Grundy's hand.

With a powerful throw, Wade was tossed aside, "Wade!" called Ant-Man, seeing Deadpool fly through the hole the zombie made in the wall perfectly.

They saw a thumbs-up gesture, "Hot wings..."

Scowling at the zombie, Black Cat slashed at Grundy, ripping the collar of his suit. While he was distracted, Ant-Man jumped up, shrinking down to grab his sleeve and slammed him on the ground. "You have some moves there." she complimented.

"Thanks. Training from Black Widow really helped out." Lang noted.

Heatwave used his gun to counter Human Torch's own blast, and with the help of Iceman, the two shot at him, but Mick managed to destroy both shots with his heat gun. "Ya gotta try harder, boys!"

"Yeah, sure. This is fair." Johnny grumbled.

"Nothing's fair in war, kid." bragged Captain Cold, adjusting his goggles again.

"Yeah, says the guys working for the enemies. Like you ever play fair." Bobby reminded him. "We gotta lay out some boundaries for superhero battles."

"Like I said..." Snart began. "It's fair... For us."

Without any time to react, Iceman took a hit from Heatwave's gun, while Johnny tanked Cold's own blast. "Iceman!" he called out to his friend, putting out an arm to help him out. "Easy, pal. I got ya." he threw a fireball in Cold's direction, barely missing his foot in the process, earning a laugh from the duo.

"I'm impressed." Sinestro admitted, blocking each magic attack from Luna and Sunset. The two Equestrians had their hands held out, a spell ready just in case.

Using his ring, the Yellow Lantern created a turret, aiming it at the two. Sunset moved her hand upwards, creating a small barrier that would protect her and Luna, "Is there anything this ring can't make?" asked Sunset rhetorically.

"It appears not," sighed Luna in slight disappointment.

Deciding to act, Sunset and Luna shot at Sinestro with a bolt of lightning, averting his focus from the construct. He clenched his fist, the yellow aura keeping him afloat getting bigger. The two Equestrians shot at him again, striking him in the chest. He held the sore spot, his eyes looking down on the ground.

Sinestro managed to change focus from Sunset and Luna for a split second, managing to grab O'Hara in no time at all. Spider-Man 2099 struggled in the grip of the construct chains. "Okay... I kinda deserved that..." he lied, "But seriously... Is this the best you can do, Sinestro? Hold me hostage? I'm the future Spider-Man!"

"Wow, I did not take O'Hara to be boastful." Luna blinked.

Sinestro smirked, "You were an easy target. I sense something within you, future Spider-Man. A lingering doubt as it were. You tried to bottle it up, but my ring can detect that kind of emotion. And even a little bit gives it energy."

"You think I'm afraid of you? Have you seen your mustache?" Miguel quipped with a snarl.

"Silence!"

Sinestro tossed O'Hara to the ground. "This battle's between the three of us. No one else..." Sunset growled, her anger rising each time Spider-Man 2099 was thrown around like a ragdoll, despite his many efforts to escape.

"No... Not anymore. It's time there were casualties in this war." Simestro chuckled darkly. He created a chainsaw, allowing Miguel's body to near it. Ben attempted to web him up, but Deathstroke held him down instantly. Johnny and Bobby were shot by Captain Cold and Heatwave before they could act, the kinetic force of the blast keeping them down. Spider-Slayer also kept Scarlet Spider occupied, the clone having to fight the two of them off. Black Cat, Deadpool and Ant-Man were too busy finding Grundy to act in time.

"Let us end this."

"Sh-Shock you..." muttered Miguel.

Then, something triggered within Sunset Shimmer. Her eyes glowed red for a second. She teleported behind Sinestro, shooting him hard enough for him to lose focus and drop Miguel. Sinestro was sent flying, and Luna shot at him. "Alright, you guys!" Ben cheered, driving his fist right into Spider-Slayer's jaw, then he spin-kicked Deathstroke, his foot aimed right at his helmet.

Sunset growled, using her magic to enhance her hand, strengthening her punch right at Sinestro's stomach, then she launched him with a magical barrier blast. Once he got his bearings, the Yellow Lantern lunged flrward, hitting Sunset Shimmer with a construct car, whacking her right on the back of the head.

"No!"

Spider-Man 2099 shook the cobwebs out of his head, shooting some web-balls and distracting Sinestro, "You dare? Very well, the two of you shall perish together!"

Scarlet Spider ran, jumping off the warehouse wall, and kicking himself upward, driving his knee straight into Sinestro's abdomen, allowing Luna to hit him with a kinetic blast. "Nice speed, Scarlet Spider." the Moon Princess complimented.

"It's all in the arms."

"Why you..." Sinestro hissed, but he heard something.

'Do not attack. The deed has been done on our end. We must rally up for their return. I'm bringing you back now.'

Smirking, Sinestro began to disappear, as well as the rest of the Legion, "Heh. You may have gotten lucky this time, but the same cannot be said about Equestria." he warned before vanishing for good.

"Jam it!" shouted Miguel.

"What did he mean?" asked Ben.

Ant-Man, Black Cat and Deadpool walked to the rest of the heroes. "What happened?"

"Sinestro disappeared as well as the rest of the Legion." Luna crossed her arms, "This may have been a distraction."

"He mentioned Equestria..." Ben paused, blinking, "Oh, shit. We gotta get the others and head back there!"

Batman watched as Captain America pressed a button on his wrist, bringing his shield back to him. The Captain smirked, holding it up and ramming it right at the Dark Knight. Batman fell back, using his Batclaw to trip Steve while he slid.

Captain America punched Batman once he stood up, but the vigilante countered with his arm, directing a punch right at the Captain's chest. "He was right." he noted, recalling Peter's advice.

"Told you!" shouted Spider-Man, shooting some web-balls in Cap's direction while swinging, forcing both of his feet into the soldier's chest, launching him unharmed due to the vibranium shield being held in front of him.

Twilight and the Flash continued to fight Iron Man, the Armored Avenger shooting them as much as he could. He tackled the Flash, but Twilight shoved him aside with her magic. The Scarlet Speedster gave her a grin and a thumbs-up before focusing back on Iron Man, "Can anything keep his suit down?"

"I'm not sure." the Amythest Sorceress responded, using a spell to stall his arm before charging another repulsor blast. "But we can only keep him still for so long."

The Flash used the Speedforce to surround his hand, jumping from his spot, running up a building, and punching Iron Man as hard as he could, to no effect. Once he landed, he sighed, "Well, so much for that plan working..."

Black Widow used a cloaking device to disguise herself from Wolverine while he fought Hawkeye, the archer using his bow as a makeshift shield for the mutant's claws. The two spun as they attacked on another, Logan doing his best to attack Clint, who only defended himself. While he was busy, he noticed something.

Widow was missing. So he sniffed, tracking her scent. "No use hidin', bub." Wolverine warned, moving his head to the side.

When the timing was right, he elbowed Widow in the face, revealing her and deactivating her cloaking defense. She lied on the floor for a second while Logan pointed his claws down on her, never turning away from his fight with Clint, "The nose knows."

With those involved fighting Thor, Wonder Woman rammed her shield into Thor's face, snapping his head to the side. The God of Thunder scowled, hitting her with Mljnoir. Martian Manhunter stretched his arms to hold down Thor long enough for Green Lantern to hit him with a construct of a car. "A little overkill I'll admit," he joked to J'onn, who replied with a stoic nod.

"He is powerful. Definitely worthy of a god." Wonder Woman admitted, panting a little. She used her lasso to bring the prince to Martian Manhunter, who uppercutted him.

"Indeed. We have left no effect on him so far." J'onn noted.

Thor swung horizontally, nearly hitting Green Lantern, but once again he put up a barrier with his ring, then this allowed Diana to charge after him with a knee to the stomach.

Superman and Hulk stared each other down, their gazes narrowing further each second. They stood within a crater they made, pushing each other back, but their sheer strength made them equals. "This is for your own good, Hulk." warned the Man of Steel.

"Hulk not scared of alien." Hulk sneered.

Smirking, Superman kicked Hulk, "That's what I figured."

Spike roared, bringing his foot down, but the Hulk proved to be nuisance as he held the dragon's foot up again. With no other option, he spat his fire breath on him again, distracting him. Superman reared his arm back, punching Hulk again, creating a small shockwave and a small crater from where he stood. "Aw yeah, Superman!" cheered the dragon, raising a fist in joy.

Spider-Man flipped next to the dragon, dodging Cap's right hook, which was countered by Batman, "Just like old times, huh Spike?" Peter asked his dragon brother.

"Minus the other heroes, yes." Spike answered with a small chuckle, swiping at Hulk with his claws once he nearer him.

Captain America swung his fist again, hitting Spider-Man in the face while he was distracted. "Lucky..." groaned the wallcrawler, blinding Cap with some webbing to the eye.

This gave Batman a moment to hit Cap with a left hook, stunning him for a moment. "Clever thinking, Peter." he admitted.

"I do my best." joked Spidey.

At that moment, Aquaman reappeared, hitting Cap in the stomach. The King of Atlantis spun his leg and kicked Cap again, shoving him back slightly. "Sure you do."

Superman uppercutted the Hulk before slamming him on the ground. As a response, the Hulk grabbed his cape and threw him down, smashing his fists on his back. Luckily, the Man of Steel could handle the attack and he briefly blinded the green giant with his heat-vision, making him yell in pain as a result. The Man of Steel kicked Hulk before Spike held him down with his giant hand.

"Now Superman!" shouted Spike.

Superman nodded, picking up the Hulk with one hand and throwing him like a ball. "You say you're the strongest. Maybe you are... But today's not the day to prove it. We're here to save you."

'You are no longer needed there. We will bring you to Equestria.'

Captain America nodded, "Understood. Avengers fall back."

Iron Man looked at the leader and stopped his fight, "Alright, Steve."

"Hulk done anyway." Hulk pouted.

"I concur!" Thor shouted.

Hawkeye and Black Widow nodded as well, "We're with you every step of the way Captain." Natasha said.

"To Equestria!" Clint called out.

At that, the Avengers disappeared in a flash of light. This confused the heroes watching, "That was weird." Barry noted.

"Yeah, something was off about it. I can smell it." Logan added with a slight growl.

Twilight hummed as she thought, "I think I figured it out."

"Did you?" Peter asked, "I thought I was the only one who noticed."

"You're wrong. I just didn't say anything just in case." Batman added.

"They're eyes." the three of them said at the same time.

Diana raised a brow at that, "What do you mean?"

Twilight continued, "Every other mind controlled hero we faced had glowing red eyes."

"And were silent. The Avengers clearly spoke." Peter noticed.

"We should stop explaining. I think we have it figured out." Batman told the couple.

Superman decided to speak up, "I see. Well, they mentioned they were going to Equestria. That should be a clue as to what comes next. We'll settle on who's going once we reconnect back at the Hall of Justice."

All Coming Together

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Miguel stretched, being the first to walk into the Hall of Justice. The first thing he noticed once he removed his mask and put on his sunglasses was a strange device sitting on a table, with headphones connected to it. "Hm... What's this?"

He placed the headphones over his head and pressed a button on the touchscreen, and he heard music. He bobbed his head to the rhythm before stopping himself, "This is what we listened to in the past? Eh, we could've done better."

"Damn right on that." agreed Logan.

"But I thought you were about fresh beats, Wolverine." Peter joked, patting the mutant on the back.

"Hey! Get off my music player!" Deadpool shouted, snatching the device off of Miguel's hands.

"Was that there this whole time, Wade?" Twilight asked.

"Duh! I had it with me since Lex summoned me to Equestria! It beats being bored that's for sure." Wade replied.

"Yep! We sent the Legion running that's for sure." Johnny boasted.

"I don't know about that, dude. Something tells me there's more to this than we think..." Bobby commented.

"What do you mean?" questioned Peter.

Bobby looked at his friend, "I mean that they just sort of stopped fighting and warped back to Equestria."

"Hm. The Avengers pretty much did the same thing." Aquaman noticed as well.

"It was a distraction." Batman realized.

"I-It was...?" Peter asked, "Oh, who am I kidding? Of course it was!" he groaned.

Barry sighed, "Then that means something happened in Equestria. We gotta get there soon."

"We will." Superman declared. "I'll tell Fate and Strange to open a portal back to Equestria. If there's anything needed to be done for all you. I advise you finish in two hours."

"Two hours?" Logan repeated, "Ah well."

"Yay! Time to meet my waifu once again!" Deadpool cheered.

Ben sat down on the sofa, "Kinda can't wait to see Kaine again to be honest. I hope he and Eddie held the fort while we were gone." he said to himself.

"We left Ponyville in good hands, Ben." Peter reminded his clone, "At the very least, no one should've died."

Miguel held his mask in his hand, but his attention turned when he saw Sunset, walking to her room, a sad look on her face. "Yeah. I guess I got something to do in the meantime."

"Called it." chuckled Ben.

Putting on a jacket, Peter looked to Twilight, "Hey, honey? I know we've been busy and all, but how about a nice dinner? Just the two of us before we leave?" he offered his wife.

A smile formed Twilight's lips, "I would love that."

"Excellent. After you m'lady." Peter gestured, holding the bedroom door for Twilight. "Er... I probably should've waited until after you got ready to say that."

"Smooth move, Parker." Johnny teased.

Not caring, Peter laughed, "Way more smooth than you, Johnny."

"Nah." Johnny shook his head.

So, while Peter and Twilight left for a quick bite to eat and Sunset and Miguel were left to their own devices, the remaining heroes discussed what would happen once they return to Equestria. Superman was the first to speak, "Here's what we're going to do. Bruce, Diana, Barry, Hal and myself will head back to Equestria. The rest of the JLA will stay in case something goes awry on this Earth."

"Then I guess I'm becoming a pony again. Eh, could be worse." Scott admitted.

Felicia chuckled, "Hey. Truthfully, I'm better off on that world where I'm not a constant target. I'll take being a pony over being dead, that's for sure." she revealed.

Ben nodded, "Gotta admit, I enjoyed being on an Earth. It's way different than being a pony or giant spider-monster."

"Once we're ready, we'll find the Legion and Avengers as soon as possible, because we may be running out of time." Batman announced to the others.

"Time limit. Of course." Johnny groaned.

Bobby shrugged, "Sounds like a group of supervillains, alright. They have no patience."

"What're you talking about?! This story's almost forty chapters and they jut now decided to attack!" Deadpool shouted at the top of his lungs, confusing the others.

"None of what you just said made any sense... So I'm just gonna nod and pretend I understood." Ant-Man slowly responded, nodding his head like he said.

"The fate of the world rests on us, everyone..." Johnny mumbled.

"Well, it'll have to do." Superman scolded. "We're the only once standing in the way of the Legion and their plans succeeding. So I advise you keep silent about your doubts about who's joining us back into Equestria to stop then."

Johnny nervously nodded, "Yes, sir."

"Heh, got you good." Bobby teased.

"I advise the same to you, Bobby." Batman warned.

Gulping, Bobby saluted, "Sir, yes sir!"

Ben silently laughed, "Hm. This is fun."

"Anyway..." Diana trailed off, "Should the Legion find a way to attack this world or the other Earth, we need the entire Justice League, and as many as reserve members as possible."

"I will be sure to do that." J'onn noted, transforming back into Martian Manhunter.

"Sounds simple." Felicia said, "The Legion won't know what hit them when we get back."

"I pray my sister is doing well." Luna sighed,

"I'm sure she is, Luna. We've been over this." Spike said, his form nearly hitting the ceiling. "Equestria's safe. The Guardians of the Galaxy, Quicksilver, Nightwing, Kaine and Eddie were there with our friends. There's nothing to worry about."

"Hey, Sunset...?"

The former unicorn jumped at the sound, knocking her out of her small trance. "Oh, it's just you Miguel." she sighed.

Miguel knelt down next to Sunset, "So, I kinda noticed you walking all depressed and the like. Somethin' bugging you?"

"I didn't think you cared." Sunset lamented.

Shaking his head, Miguel responded, "I hate to admit it, but spending all that time in Equestria probably made a little softer. I'll get Parker for that later on."

Chuckling softly, Sunset looked at her hand, "I-I lost control, Miguel. I don't know why, but it felt like Osborn had me under his mind control again." she placed her hands on her knees, "My rage took over, and I almost became a she-demon."

Placing a hand on his head, Miguel replied, "Alright... If we're gonna get to the bottom of this... Do you know what triggered that rage? It may not actually be sudden for all I know. God, now I'm starting to sound like Parker."

Closing her eyes, Sunset focused her thoughts, red covering her cheeks upon realizing, "I-It started when I saw Sinestro threaten to kill you when he captured you. At that point, I just s-sorta lost all rational thoughts and wanted to m-make sure you were safe."

Miguel's eyes widened at that, 'Oh shock...' he thought, his brain wondering something. 'D-Does she...? There's no shocking way...' his mind continued.

Clearing his throat, the future Spider continued, "R-right... Uh."

Sunset tilted her head, "You alright, O'Hara?"

"Y-Yeah, I-I'm fine..." Miguel rambled, rubbing the back of his neck nervously.

"Hm... That reminds me... You were acting a little strange when Sinestro captured you." Sunset changed the subject, "He mentioned you were afraid of something... Do you want to talk about it?"

Now it was Miguel's face that went red, "Oh, about that..." he cleared his throat again, "I-It may have been about you."

"Me? W-Why?" Sunset studdered.

Miguel raised his hands, "I don't know! It could be because... Because I may have developed feelings for you and I'm just not sure how to handle it..." he revealed at last.

"W-What?"

"After we defeated Sloan, I thought nothing of it. Y'know, I was never a romantic back on 2099. But you decided to help us with getting me back to my timeline and..." he paused for a second before continuing. "And I guess I realized how smart you were, how you handled things and something just sorta, oh son of a glitch, I don't know what to say anymore..." he sighed.

"I was afraid because... If we were to be together, at some point I'd have to head back to 2099 and I didn't want to give you the heartbreak." he announced.

Sunset gave Miguel a small smile, "Wow, Miguel. I-I had no idea. If w-we're being honest... I may have felt the same way about you."

"Wait what?" Miguel asked.

Nodding, she continued, "Like you, I thought nothing of it... But, after getting to know you a little better... Seeing how level-headed y-you were and that you were brave, smart and pretty handsome." she blushed even more after saying that last part, "But knowing you, I didn't think you would... Ever think of me like that. So, I tried to push those feelings aside." she revealed, tears rolling down her face.

"And honestly, Miguel." Sunset continued, "I'll be willing to accept you heading back... If it means being with you for the amount of time we do have."

She felt something on her shoulder, and saw Miguel's hand. "So, with that cat out of the bag..." he began to say, "Once we're done fighting the Legion of Doom, would you like to go for lunch?" he asked her, the two looking into each other's eyes.

In response, Sunset leaned forward, surprising Miguel wth a kiss. Although, he wasn't anticipating this, he embraced her and the two fell onto the bed.

"Feels great, doesn't it Twilight?" Peter wondered.

"I guess you could say that." Twilight replied slowly.

"You miss Mayday too, don't you?"

The former alicorn nodded, focusing on her meal. "I'm worried. What if something happened?"

"Like Star-Lord, Nightwing and Quicksilver will let anything happen to her and Equestria while we were gone." Peter responded. "She's in good hands, honey. She's safer there than over here. Remember what we've seen?"

"I know..." Twilight said. "Applejack and Rainbow Dash should've recovered by now too. But it's my instinct to worry, Peter."

"Believe me, honey. I'm worried too. I was hoping to get some time off, but here we are with our minds wandering." Peter chuckled, "I guess we can't help it, I guess." he added.

"That's why I love you. You can't help but think about others." Twilight said.

"Funny, I was gonna say the same to you. I guess we were meant to be after all." Peter quipped.

And so the two continued to eat. With one last day on this Earth, they wished to make the best of it.

Back at the Hall of Justice, the heroes came together, all of them in costume as the portal opened, "Well, I guess this is it." Spike sighed n sadness.

"Hey, to me you'll always be a cool dragon." Peter comforted.

"Let's go. We've wasted enough time." Batman ordered, being the first to step into the vortex followed by Spike.

"Jeez. Impatient much?" Barry whispered, stepping inside next.

Ant-Man and Black Cat looked each other, "So, I guess it's back to being a pony. Oh well." Scott said, walking into it next. Felicia hopped inside as well.

Johnny transformed into the Human Torch, "Meet ya on the other side, guys!"

Miguel and Sunset looked at one another, "So, I guess this is the end of seeing the past."

"Quite a history lesson, huh?" Sunset teased.

"It was a learning experience." Miguel sighed, and the two held hands, jumping in at the same time.

"What the heck was that?" Peter blurted out.

"We'll ask about that later." Twilight said.

"Alright! Pinkie, here I come!" Deadpool shouted, running like a maniac into the vortex.

"Damn it, Wade." Logan grumbled, following the mercenary.

Bobby turned into Iceman and slid in, "If only the other X-Men were here too."

Luna looked at Peter and Twilight, "I shall await your return."

"Well, I guess it was fun, but to Equestria!" Scarlet Spider announced, jumping in.

The last ones besides the Power Couple were Superman, Green Lantern, and Wonder Woman. "Good luck, Clark." Aquaman said to the Man of Steel.

"Same to you, Arthur." Superman responded, "We'll be back soon enough."

Wonder Woman and Green Lantern nodded, flying into the portal with Superman. Peter and Twilight were ready to return home, but the remaining Justice League members stopped them, "Wait you two." said Martian Manhunter.

"This may be the last time we'll see you, Peter." added Aquaman.

"Just know we've heard about what you went through. We wish you the best in protecting Equestria." J'onn declared.

"And Twilight, make sure he doesn't mess up." Aquaman joked.

"I will." Twilight joked.

"Where's the love?" Peter huffed.

"Good luck, you two. Let's hope our paths cross again." Martian Manhunter said.

"Yeah. You ready, Twi?"

"Ready when you are, Peter."

And with that, the heroes jumped into the portal, ready to come back to Equestria. The Justice League needed to regroup their reserve members just in case.

Back in Equestria, Peter and Twilight landed back right outside the Treebrary, but what they saw frightened them. Peter knelt down, seeing the heroes and Elements of Harmony beaten and Ponyville was in ruins. Buildings were torn apart, fires were seen spreading, and ponies lay unconscious around the town.

"W-What happened?" Peter studdered.

"Legion of Doom..." Nightwing mumbled, "They attacked right before you showed up. Nearly destroyed the town."

"No..." whispered Peter, slamming his hooves on the ground.

"It's not your fault, Peter." Superman assured, putting a hoof on the stallion's shoulder. "Lex did this."

"I failed again... That's all I'll ever do."

Sending a Message

View Online

"Aw, yeah!" Rainbow Dash cheered, hovering all around the Treebrary, "It feels great to be back in the air." she had gotten out of the hospital with Applejack only a day ago and was enjoying the freedom to fly around once again.

Trixie rolled her eyes, "Yes, Rainbow. We've only heard you say that about fifty times."

"Only because it does." Rainbow huffed.

Star-Lord looked at the blue unicorn, "Is she always like that?"

"Believe it or not, yes." Trixie sighed.

Drax felt something tug at his leg, he looked down seeing Mayday stare at him. "Mister Drax? When are my parents coming back? It's been almost a week!"

The destroyer spoke, "I am not too sure, little one. But I promise that they will come back."

After saying that, a portal opened up, revealing an older stallion earth pony wearing a suit. Behind him was a unicorn wearing glasses and a leather jacket of sorts. "Holy crap, I'm actually a horse! Barry was right! We're in a dimension full of ponies!" he laughed, a little surprised but enjoying it.

"Yes, laugh it up, Ramon. We have bigger things to worry about though." Wells scolded.

Nightwing immediately took notice of the two, "Harrison Wells and Vibe? Why are you here?"

Wells nodded, "Ah yes, Nightwing. I'm surprised to see you here. To answer your question, Parker and Allen wanted the two of us here as well. To tell you that they were fine and that they are on their way back home soon."

"They're coming back!" Pinkie called out.

"Yes, but I'm not sure how long. Cisco..." Wells called out, "Can you check on them?"

Cisco was in a small trance, "Oh my God... You're a giant tree..." he whispered.

"I am Groot."

"And he can talk!"

Rainbow raised a brow, "Um... Are you alright?"

"Yeah. Yeah, I'm fine talking rainbow horse. My brain just needs a moment to process things." Cisco assured, rubbing his head, "Woah! I got a horn?"

Kaine could be seen shaking his head in disbelief, "Of all the people. They had to send this idiot?" he whispered to himself, hoping that no one would hear him.

Wells stomped a hoof on the floor, "Focus Ramon!"

"Er, right." Cisco coughed.

Quill leaned back on the sofa, "Heh. This is quite the show. Got the popcorn, Rocket?"

"Not this time, Quill." Rocket said.

"Shame. It's usually around when Rarity has one of her episodes. Speaking of, where is she? And Quicksilver for that matter? I haven't seen them all day." he said. The group had been in Equestria for at least a week waiting for the team to return.

"Y'know, Rarity." began Applejack, "That mare's workin' on a new costume fer Quicksilver. Ah'm not too sure why, but that's how Rarity is sometimes."

"Had a hunch." Quill chuckled.

"So, um... Cisco... How are you going to check on them?" Fluttershy questioned.

Raising a hoof, Cisco answered, "I'm going to Vibe them."

"Y-You're going to what now?" Rainbow blurted out.

"Oh, that's right. I have special powers. I can sense frequencies far off, which I call a Vibe. Now, I just need something of Peter's and/or Twilight's real quick." Cisco explained, looking around at the group for what he asked for. "Luckily with the rift between our worlds it should be easier to find them."

"I'll get it!" Mayday called out.

Cisco pointed a hoof at Mayday, "Thank you adorable pony."

A second later, Mayday came back with something held on her back. "This is my Daddy's web-shooters! Will this work for your powers, Mister Cisco?"

Nodding, Cisco gently grabbed the device, "You bet, kid! Thanks for the help. And I didn't know you were Peter's child! That's awesome!" he complimented. "Anyway, does anyone wanna Vibe with me to see what I'm talking about?" he offered.

Rainbow raised a hoof, "Yeah, I wanna see what's up."

"Perhaps Trixie will witness this." Trixie added.

Looking at the two, Cisco nodded, "Alright then. Just put a hand- sorry, hoof on my shoulders. Just be warned, it's kinda disorienting at first, but after a while you'll get used to it."

"Just do it, already!" Rainbow shouted.

"Jeez. Impatient much?" Cisco huffed in annoyance. He held the web-shooters close to him and focused. Rainbow and Trixie did the same, feeling something different about all this.

Suddenly, the three found themselves in a different location. They were still ponies, but they saw humans standing nearby. "Woah! Can they see us?" Rainbow wondered.

"No. We're invisible for the most part. Just observers." Cisco answered the pegasus in a quiet tone.

Trixie shuddered, "Well, this is unnerving."

"Like I said, you'll get used to it." Cisco said.

Rainbow Dash rolled her eyes, "That's assuring." her eyes wandered around the area. To Cisco, it looked like an airport, "Where are we, anyway?"

"My Earth." Vibe answered. "It looks like an airport or something... But why are we here?"

Looking around, Cisco saw a group wearing strange costumes. "No way." he muttered.

"What is it?" asked Trixie.

"The Avengers... They're there." Vibe revealed. He turned his head to the right as did Rainbow and Trixie.

"Aw yeah, Peter's there!" Rainbow cheered.

"But who else is there with him and Batman?" Trixie wondered, "They look as colorful as the Avengers."

After asking that question, Vibe, Rainbow, and Trixie snapped back to reality, their jaws agape after that experience. The cyan pegasus shook her head. "Woah. That was a trip!" she yelled, lying on her back on the floor as she tried to wrap her head around whatever it was she just witnessed.

"I could say the same. I do not know how you are able to handle such strange abilities." Trixie huffed, rubbing her head before she got a migraine.

Cisco removed his glasses, "Yeah... Anyway, it seems the Justice League are about to fight the Avengers."

"Woah. Now that's the show of a lifetime. Kinda wish we were there to even the score." Star-Lord called out.

"How can a show last a lifetime?" Drax wondered.

"Yeah. We'd kick their asses straight into next week." Rocket smirked.

"I'd rather we were here if that were the case." Gamora muttered.

Wells looked at Vibe, "So, it seems they found them after all. It's a start I suppose."

"My Mommy and Daddy found them? Yay!" Mayday cheered.

Applejack chuckled, "Easy there, Mayday. They gotta save 'em first before they come back."

"Aw..."

"Hey, May. Knowing your dad for a grand total of probably an hour before coming here, I think he has this covered." Quill assured the pegasus filly with a grin.

"Only you could make an assurance like that." Gamora quipped.

"It's better than nothing." Quill joked back.

Nightwing looked at the group, "I am not sure how the five of you can function as a team. Heck, the Batfamily loses trust at least every other week or month."

"You get used to workin' fer these guys after a while." Rocket mumbled inaudibly.

"I am Groot."

Rocket stomped a foot in disbelief, "Of course I can trust ya, pal."

While they were conversing, Kaine left the room, prompting Eddie, Wells and Fluttershy to follow him. "Hey, Kaine. You look like something's on your mind." Eddie called out to the first clone, who sneered in slight disgust.

"My brother almost died. And yet he decided it was a good idea to travel to some unknown world just to have an adventure." Kaine spat out as he leaned on the wall. "After that scare, it left me thinking."

"Kaine, correct?" Wells asked, at the clone's nod, he continued, "Your brother, Ben was it? He spoke about you. I know the two of you are clones and about what happened to him before he arrived. So, what are you thinking about?"

With a low sigh, Kaine glared at the three, "Once I return to Earth, I'm giving up becoming the First Spider. I'm through being a hero. It beings nothing but suffering. Pain I can't bear to go through any longer after this ordeal ends."

"Yer gonna quit?" Applejack blurted out.

Eddie exhaled, "No, I can see where he's coming from. Is this about what happened when Loki had you under mind control?"

Clenching his hoof, Kaine continued, "He almost had me kill children out of spite... Just to torment me. It's working. I can't trust myself anymore after that."

"I've been in your shoes, Kaine. I've been used before, as Venom and Anti-Venom." Eddie revealed, "After killing Spider-Man back on 2099, I was considering finding a way to remove the new symbiote as penance for what I've done... But, I realized... There are people that can use a hand. A poison to crime. I'm no longer the Lethal Protector, but I want to do better. You can do the same."

"Whatever you say isn't gonna change my mind, Brock." Kaine spat, crossing his hooves.

Applejack spoke up, "But what about Ben? What if he continues bein' the Scarlet Spider? Surely, you wanna keep an eye on 'em, just in case somethin' were to happen."

"Of course I'll keep an eye on him. I just won't be a costumed superhero to do it." Kaine responded.

Wells leaned on a wall, "Kaine, if I may give some input. You remind me of Allen and Parker in a way. Always putting themselves down. But they never thought to quit when they had the chance to use their powers to do something greater. If I were you, I'd reconsider quitting. After all, your Earth needs heroes."

Kaine groaned, "Why the hell should Iisten to you!? We've just met! You don't get the right to tell me what to do! None of you do!"

"Kaine, we're only tryin' to help." Applejack tried to ease the clone.

"You've done enough--"

The sound of explosions cut off Kaine before he could continue his rant. Wells narrowed his gaze, "We'll talk about this later. For now, this town seems to need your aid."

With a grunt, Kaine walked away, looking for his costume. Eddie morphed into Anti-Venom and with Applejack, the two ran out back into the living room. Star-Lord had his mask on, Gamora, Rocket and Drax had their weapons ready, Groot looked prepared, and Nightwing pulled put his escrime sticks. "Hey, Dr. Wells. Can you keep an eye on the kid while we check to see what's wrong?" Nightwing asked.

"I will. Be careful out there. If what the others said was true, then it might be the Legion of Doom." Wells warned.

"Let's see what's up then. Maybe it's the pizza pony?" Quill joked.

Nightwing chuckled, "I don't have the money if that were the case."

The group then left, willing to see what's awaiting them outside.

"How does this look, Mister Maximoff?" Rarity asked, holding up a white shirt with blue trimmings.

Quicksilver appeared behind the unicorn, observing the suit. He silently nodded, "Yeah. Looks good. Suits me I think." Rarity handed him the suit, and he used his superspeed to put it on. He wore it underneath his silver jacket and it seemed to fit perfectly.

"It looks amazing on you."

The speedster looked in a mirror, admiring himself. "Yep. I can't complain about the results. What made you want to do this, Rarity?" he asked the fashionista.

"I looked at Barry's suit and it inspired me. Since you have superspeed, I decided to make you a suit. With a spell, it will not burn in friction like your jacket." Rarity explained.

Smiling, Quicksilver spoke, "If there's anything I can do to repay--"

"No. Consider it an offer for a friend." Rarity assured.

"Very generous."

"Why thank you--"

The explosions were heard all the way at the Carasoul Boutique, surprising the two. Quicksilver scowled. "I'll meet up with you and the others. Stay safe." he ordered. After saying that, the speedster zipped away, leaving the door open.

"Oh, dear. I hope it's nothing too bad."

Outside the Treebrary, the heroes gathered, seeing Lex Luthor using his suit of armor to blast apart the buildings and homes scattered around Ponyville. They also saw a strange flying purple costumed pony shooting apart the buildings as well. "Hey! Who the hay are you guys?! The Legion of Doom?" Rainbow snarled.

Loki stepped forward, "Indeed we are, child. The time of reckoning has come. We are here to send a message." he pointed his staff out and nearly shot the heroes, but Star-Lord used his Elemental Gun to block the attack.

"Hey, that's a little rude." Quill scolded.

Vibe looked at the Legion of Doom and gulped, "This isn't what I had in mind."

Rainbow Dash unfurled her wings, being the first to attack, and she tackled the Beetle as he shot the floor at the civilian ponies some more. "Hey! Who are you?!"

"That's the Beetle. He's not very talkative." Luthor revealed. "Now, it's time I revealed another ally that's joined us."

Suddenly, red lightning zipped by, and grabbed the pegasus so fast she didn't see it coming. Rainbow glared at the strange yellow vibrating being with red eyes and immediately took notice of the costume, "What are you, the Flash?"

"No... Some would say I'm the reverse." Reverse-Flash revealed his voice distorted again, raising a vibrating hoof to shank her.

But before Thawne could, a silver blur knocked him down. "Looks like we meet again, Thawne." Quicksilver quipped, standing triumphantly near the Reverse-Flash.

"Thawne?" Vibe noticed. "Why are you here?"

"To taunt the Flash of course. Imagine how heartbroken he'll be when he finds his new friends beaten to a pulp by the Legion of Doom while he goofed off." Reverse-Flash snarled before facing Quicksilver once again. "You think that the two of you could stop me, then this time you're sorely mistaken."

Before Quicksilver could say anything else, another blur of red lightning tackled him. "Okay! Who is this guy?"

The black-clad speedster glared at Maximoff, "Call me the Rival. Because once I kill you and Flash, I will be the fastest man alive."

"Keep telling yourself that." Reverse-Flash mocked.

Rainbow Dash shoved her elbow at the Rival, freeing Quicksilver from his grasp. "Thanks for the save. I'll race Reverse-Flash, you can take on the ripoff." he suggested. With a nod, Rainbow Dash flew toward Rival, ready to fight.

Nightwing stepped forward, seeing the Joker reveal himself. "It's been a while old Boy Blunder." the clown cackled.

"Same here, Joker." Nightwing hissed. "I'm surprised you're even a part of Luthor's team."

"I couldn't miss out!" Joker laughed, swiping his knife in Nightwing's direction. Dick hit Joker with the end of his escrima stick, slightly shocking as a result. Each time he hit, the Joker laughed, as though he was enjoying it. Right before he uppercutted Joker, the Beetle swooped down, but Drax punched him with his right hook right before he could attack Nightwing.

"Thanks for the save." Nightwing said, focusing back on Joker.

"That guy's a creep." Applejack shuddered.

"I could tell." Trixie was ready to blast Luthor with a concussive spell, but something launched her back. She tumbled on the floor, her eyes looking up at the gas-mask wearing pony. A strange orb was seen on his hoof as he walked slowly.

"What now?!" Trixie growled.

"I am... Alchemy." Alchemy revealed.

Trixie slowly got back on her hooves and she and Applejack lunged at the sorcerer looking pony. "I've had enough of ya Legion members comin' in and harmin' others!" the farmpony yelled, kicking Alchemy down, but he used his orb to launch her in the air. As fast as she could, Trixie used her magic to levitate Applejack back on the ground. "Thank ya fer that, Trixie." she said.

"It was no problem. Now back to Alchemy..."

Star-Lord and Rocket used their guns to counter Lex and Loki, who diverted for a moment to continue terrorizing Ponyville. "This is really starting to piss me off!" Rocket shouted, bombarding Loki with a grenade, stunning him.

Once Loki got his bearings, Luthor shot him, sending him flying. "Rocket!" Quill shouted. In response, Gamora raised her sword, driving into the shoulder of Lex's armor.

"Don't you even think about hurting anyone else." Gamora hissed to Luthor.

"I can never be stopped." Luthor whispered, then Loki hit her with with a powerful shot from his staff, knocking her out like Rocket.

Groot scowled, "I am Groot!" he lashed out, using his branches to grab Loki.

"Oh, shall we bring him out?"

"Yes." Luthor nodded.

A loud roar was heard, surprising the ponies and heroes. Vibe's eyes went wide at the sight of Doomsday, still in his original form. "No, not him..." he gulped.

Fluttershy shivered, "Who...?"

"Doomsday." Vibe introduced. "You and Pinkie stay behind me... Groot and I will handle this." he extended a hoof, creating a shockwave that sent Doomsday back a little, but in the process, the soundwaves of him walking, crumbled a building and tripping a couple ponies in the process as a result.

"I am Groot!" Groot yelled, using his branches to wrap Doomsday, allowing Vibe to hit the monster with more shockwaves. Doomsday roared again, surprising the ponies. While he was distracted, Loki hit Fluttershy and Pinkie with a spell from his staff, knocking them out.

"No!" Vibe yelled.

Doomsday broke out of Groot's grip, and swing an arm at Vibe's direction, launching him to the wall of a building. Vibe extended a hoof again, sending more shockwaves in Doomsday's direction. Groot slammed his hands on the ground, creating more thorns on the floor to trap the monster's feet.

With another roar, Doomsday created soundwaves powerful enough to counter Vibe's. In a second, Vibe was launched backwards again, this time he rolled across the floor. Using the last of his energy, he shot out one last energy blast at Doomsday before collapsing. Doomsday walked forward, and grabbed Vibe, throwing him near Nightwing.

Groot yelled again, but Doomsday saw it coming and stabbed Groot in the chest. He fell down, and Star-Lord's eyes went wide under his mask upon seeing that. "Groot! No!" he shot his gun at Doomsday and made him stagger backwards. He knew that he could regenerate after a while, but he knew the risks.

As a result, Doomsday uppercutted Star-Lord. The outlaw kicked himself free of the monster's grip. And something else helping him. Quill noticed that he was in a blue aura. "Hey! Looked who decided to make a dramatic entrance!"

"It is in my nature..." Rarity huffed, bringing Star-Lord down safely. "Now, you face that monster while I help my friends. Please."

Before she could continue, Rarity was shot by Alchemy's stone. The unicorn used her magic to lift some rocks and throw them at Alchemy, but he deflected each one. Applejack landed a good buck on his chin, stunning him. Trixie used a spell to trap him in an aura of her own magic, giving Applejack another opportunity to strike. "You think you have overpowered me."

"We did." Trixie growled.

"No... You have not." Alchemy whispered, using his orb to free himself from the aura. He shot out a beam again, hitting Applejack first. Right as Applejack got up, Beetle came down with Drax chasing him and he hit the farmpony with both of his hooves and used a wristblade to cut her side a little.

Blood dripped from the farmpony and she felt herself losing consciousness after taking a powerful blow to the head. "Who in the hay did that?" she slurred.

"No one's in the hay." Drax could be heard saying, using his blades to deflect Beetle's own. Beetle raised a hoof and swiped his blade at the destroyer's chest. While stunned, Beetle continued his assault and shot Drax nonlethally, putting him out of the fight.

"I will... make sure you pay." Drax revealed before closing his eyes.

Star-Lord hopped atop of Doomsday, driving his hooves into the exposed parts of his shoulders, avoiding the spikes that protruded from his body while doing so. "Go down, you... thing. Seriously, what the hell are you? A gorilla?"

Doomsday grabbed Star-Lord and he was slammed on the ground, creating a crater. "I hate you... Whatever you are." he groaned before passing out after Doomsday slammed his fists on his chest, knocking the wind out of him.

Quicksilver uppercutted Reverse-Flash, before punching him in the stomach. "Some enemy you are, Thawne." he quipped, seeing Eobard get back on his hooves.

Thawne grabbed him, holding him by a wall. "It doesn't matter how important you are to the timeline. I will destroy you." his hoof began to vibrate as it neared him. Quicksilver kicked Reverse-Flash and zipped behind Thawne, tripping him. He saw red lightning move and the hero followed.

The two sped around the arena, seeing Rainbow Dash and the Rival do the same. The Rival unfurled his wings and lunged after the cyan pegasus. Quicksilver shoved Reverse-Flash and the two managed to trip as a result. "Lucky shot, kid." his voice was no longer echoing and distorted while he spoke, meaning he wasn't focused.

"Hey, I'm not a kid." Quicksilver taunted.

Using the Speed-Force in his system, Reverse-Flash enhanced his punches, actually damaging Quicksilver as a result. Bruises were seen on his face and hooves. "You don't have the Speed-Force in you. How sad. It means I have the advantage."

Quicksilver spat, "Yeah right."

But before he could react, Reverse-Flash attacked Quicksilver with a flurry of punches and kicks, assaulting him nonstop. Maximoff groaned with each punch. Thawne gave Quicksilver a taste of a Speed-Force enchanced right hook, and he rolled on the floor, to weak to stand back up. "I told you."

Rainbow Dash elbowed Rival with her hoof, smacking his face. "You're a little too clingy!" she hissed, using her back hooves to kick him away from her.

A blur of red lightning appeared in right of her and everything suddenly went black for Rainbow. But she managed to get her bearings and punched Rival while in middair. "Unlike you, I have the Speed-Force in me and I have the experience."

"I've been at this longer probably." Rainbow boasted.

After hitting the Rival with her own attacks and ending with an uppercut. The Rival grabbed her wing and dragged her as they flew. After a second, he tossed her and let go, throwing her into a wall, cracking it a little as she collided. Then while she was stuck, he drove a backhoof into her stomach, making her spit. "I'll show you who's the fastest!" he shouted to her after doing that.

Red lightning covered his hooves as he repeated the action, bruising and cutting her. With one last attack, Rainbow fell to the ground with a loud thud, putting her out of the fight. "Heh. So much for her arrogance." he smirked.

"Like you're much better." Reverse-Flash mocked.

"Shut up."

Nightwing blocked the Joker's punch and he threw the clown over his shoulder. "Oh ho ho! Now!" he yelled.

The circus-boy looked up and felt the Beetle grab him. Nightwing struggled in his grasp, but Beetle used his blade to cut into his skin. "Get off me!"

Nightwing was released and he knelt on the floor. But Beetle shot him in the shoulder after Joker stabbed his leg. He lowered himself, and the Joker and Beetle kicked his chin, making him fall on his back unconscious. "That was a fun teamup!" Joker cheered, raising a hand, but Beetle did not return the gesture.

"You're no fun." huffed the clown.

Alchemy shot at Trixie and Rarity. The blue unicorn shot a concussive spell at Alchemy, "You think yourself a magician! Trixie is the best at that!"

"Arrogant. That will be your downfall." Alchemy muttered, hitting her and Rarity with the orb until they were unconscious, constantly bombarding the two with the power of the stone he wielded, never giving them a chance to counter.

Loki and Luthor looked around, "We've done good here." said the scientist proudly.

Suddenly, a strand of webbing connected to Luthor's armor. He looked up, not able to react to the hoof of a red-and-black costumed spider heading for him. "Element of surprise, Luthor." he jumped toward Loki, kicking him in the face. "And payback for what you did to me, Loki." he added.

"The First Spider." Loki growled, "I forgot about you."

The First Spider watched as white tendrils lashed out at Doomsday, revealing Anti-Venom, "You will pay for what you've done to our friends, Lex and Loki!" he roared, the symbiote stepping forward.

"We do not even have to raise a hoof." Luthor chuckled.

Doomsday jumped forward, but Anti-Venom stepped back, using a tendril to grab the monster's arm, "I've heard of you, Doomsday. The one that killed Superman. You've never met a symbiote before. Ah!" he screamed at the feeling of Beetle shooting him in the back, the symbiote shielding him. He used a back tentacle to grab Beetle and throw him aside, "Never do that..."

Joker tried to attack Kaine, but the clone kicked him away with ease. "Stay down, clown. Please." he sighed, shooting some webbing at Alchemy, but the sorceror used his stone to hit Kaine and send him flying for a moment. The First Spider hissed and shot some web-balls at Alchemy, trapping him in gossamer. "Alright. Anyone else?" he offered.

Anti-Venom threw Doomsday aside and manage to see Rival before he was able to attack. The Rival snarled, "You have one chance to let me go..."

"No."

The Rival was thrown aside, but Anti-Venom staggered once the Rverse-Flash attack him with his Speed-Force punches. Doomsday got an opportunity to attack and slammed him and stabbed him with his spikes. Anti-Venom noticed that he was stabbed in the side, keeping him alive but he passed out a moment later. "We warned you." Loki quipped, raising his staff.

The First Spider hit Beetle, Joker and Alchemy, but he was surprised once Luthor shot a missile at him. Kaine fell on the ground painfully. His costume was torn a little and cuts and bruises were seen on his exposed body. Loki decided to end it with a powerful shock from his staff, ending Kaine's counterattack.

After they caused some more damage, the Legion of Doom looked around. "Mission successful." Luthor said. "Spider-Man will be in for quite the surprise when he returns."

"They shall know we mean business. We will head for the Crystal Empire afterward once he retrieve the rest of the Legion and the Avengers to attack." Loki said, raising his staff before bringing the group back to Tartarus, leaving Ponyville in near ruins.

"That was quite the attack." said Sigma, keeping his virus form in order to observe without anyone noticing from afar. "Perhaps this world will be of use to me."

"The magic... It will make quite the battery for the Unity Engines the doctors will build." Sigma added.

The Maverick looked around, "Yes... There's enough power here for me to begin the takeover. In the meantime, I should probably head to Mobius again to check on Eggman and see if he used the emeralds to build the engine properly."

With that, he faded away in his own purple rift. Right as a blue one appeared in Ponyville, revealing Batman, who saw the destruction. "Luthor..." he muttered.

Time to Hero Up!

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Peter slouched on the sofa, disappointed in himself again. Ponyville was in near ruins, his friends were beaten, and he felt that it was his fault that it happened. Superman, the Flash, Wonder Woman, Green Lantern and Wolverine were attending to the repairs outside, and at the rate they were going, the town should be fixed up in a few days. While that gave Peter some comfort, he sighed in disappointment again.

Wells, Batman, Trixie and Zecora tended to the wounds of the injured heroes. Luckily it wasn't anything too severe to patch up. That meant that the Legion of Doom was going easy on them. The Dark Knight looked at the zebra, telling her what he could see using his Detective Vision to find what needed to be patched up.

"Damn it." Wells muttered, "I arrive in this world, and lf course the Legion nearly destroy it."

"It's not your fault, Wells." Peter assured. He then dropped his Spider-Mane mask on the floor. "It's mine."

Twilight looked at her husband in confusion, "Peter? What are you talking about?"

The stallion exhaled sharply, "If I hadn't decided to goof around on Earth... If I had decided to focus on the task at hand... Maybe we could've come back before the Legion attacked! That whole time, I was so excited to see that world again, and decided to act like a child the whole time!" he shouted.

"Now look what happened. Ponyville's nearly destroyed, ponies are injured, my friends even moreso... Instead of looking for the Avengers like I said we would, I decided to tour around and not focus." Peter stood up and rubbed his head.

Johnny shook his head, "Bro. It's not your fault."

"Yeah, Pete. None of us could've seen this coming." Scott assured the wall-crawler.

"Parker..." Quill coughed, "None of us are blaming this on you, dude. Just chill out..."

Peter closed his eyes, "How can I chill out when you all nearly died?! Luthor, Loki and their goons are gonna pay if I find them."

Ben and Miguel walked behind Peter as he stormed out, "Come on, Parker. You heard them." the future Spider began to say, "They'll be back on their feet in an hour tops."

Peter gave Miguel a glare, "No, O'Hara. You're usually the one to tell me to take things seriously. Look at what happened when I didn't!"

Ben raised a hoof, "To be fair, Peter. I'm not exactly innocent either. You just wanted to show me what it was like to live a mostly normal life." he recalled.

"Ben... I put you in a freaking coma! You have no idea how that tore me up inside! To almost kill someone I call my brother! Of course, I wanted to show you the life I used to live, because you deserved to see it." Peter explained.

Nodding, the clone remained silent to allow Peter's successor to speak up, "We understood that, Parker! It was nice to just worry about something other than the Legion! It wasn't a vacation like you thought it was, if anything it was beneficial we were there! Remember everything that's happened?"

"That's right. We went to Gotham to save Batman from being killed, stopped Alchemy and the Rival in Central City. We finally saved Superman, helped Green Arrow fight Prometheus, stopped Scorpion and the Spider-Slayer, and took down Hydro-Man and put him behind bars thanks to Luke Cage, Iron Fist and Firestorm!" Ben reminded the stallion. "And we found the Avengers!"

"Half of what we did actually involved the Legion of Doom. The rest was just coincidences." Peter added.

"That's not true."

The three Spiders turned around, seeing Batman and Twilight standing in the hallway with them. "Batman? You have to stop doing that whole appearing thing." grumbled Peter.

Batman spoke, "The Legion of Doom seemed to have it planned. They expanded their team to divide their forces. Kaine, Vibe and Star-Lord mentioned a few names we haven't seen directly involved with the Legion until now."

"Like who?" Miguel asked.

"They mentioned Alchemy, the Rival, Reverse-Flash, the Beetle, and... Doomsday." Twilight revealed.

"D-Doomsday!?" the three shouted.

"It seems Loki used his magic to summon him back from space." Batman deduced.

"And the Beetle? Really, Lex? Of all the people from my world he had to bring the no-name assassin. They're really scraping the bottom of the barrel for villains from my old crimefighting days." Peter grumbled, his hooves crossed.

"That means that they planned to divert our attention." Twilight realized, "This was going to happen no matter what, as sad as that is to say."

"But we could've come back anytime we wanted, Twilight. I was focused on everything but the reason why we were there!" Peter nearly snapped, surprising the group.

"That's not it at all, Peter. You wanted to find the Avengers. We needed to find them! Before they did something terrible!" Twilight almost shouted in response.

Peter shook his head, seeing Scott and Mayday walk in. "Sorry to butt in, Pete. But your daughter and I overheard this little debate the few of you were having. And she has something to say to you. Isn't that right, kid?" he asked the filly. "Trust me, it seems she's been prepared for something like this. A natural."

Feeling the rage leave his body, Peter and Twilight decided to focus on their daughter. "What is it, sweetie?" the stallion asked.

"Mommy, Daddy. You were gone for a week. Uncle Scott told me about what happened. Nopony is mad at you for not being here when the bad guys attacked... And even if they were, I wouldn't be." Mayday said, looking at her parents. Scott gave the filly a reassuring smile to continue what she had to say.

"You two are my heroes. Don't let the bad guys think they won! The day I stop believing in you is the day you stopped being heroes..." she finished, a wide grin on her face.

"Wow, May..." Twilight gasped. She then hugged her daughter, "I missed you so much... I'm so glad you're not mad at us for leaving longer than expected."

After listening what Mayday had just said to them. Peter began to feel something. A new hope. Hearing that his daughter would never stop believing in him or Twilight, it warmed his heart dearly. He hugged Mayday, wrapping his hooves around his daughter and his wife. "I love you both... Thank you, Mayday. I don't ever want to stop being your hero." he cooed.

"Good kid you got there, Pete." Scott complimented, "She really cares for you two."

"So, Peter. Are you back in?" Batman asked.

Smiling, Peter gave the Dark Knight a determined look. "Of course I am. I can't disappoint my family or Equestria."

"That's good to hear, bro." said Ben.

Miguel nodded, "I'm with you every step of the way, Parker."

An hour passed, Zecora looked at Applejack's back. "You are quite lucky, Applejack. The damage could only be seen on your back."

"That's mighty good to hear." Applejack replied, "Ah take we're all better, then?"

"Indeed you are. Just don't go too far." the zebra assured.

Groot stood up, his body regenerating at last. "I am Groot."

"Buddy!" Rocket cheered.

"Aw..." Fluttershy cooed.

"Hey! Don't judge!" Rocket shouted.

Superman, Wolverine, Wonder Woman, the Flash and Green Lantern returned to the Treebrary once they heard that the heroes were planning again. "So, did anyone of you hear where the Legion of Doom's heading next?" asked the Man of Steel. Every other superhero was in their costume as well, excpet for Kaine and Eddie.

Gamora shook her head, "Sorry. But most of us were unconscious before they left."

"Actually," Kaine spoke up, "I was conscious enough to slightly hear them. Apparently they're on their way to the Crystal Empire. For what reason, I'm not sure..."

"The Crystal Empire?! Shining Armor and Cadence might be in danger!" Twilight nearly fainted.

Peter put a hoof on his wife's shoulder, "Easy, honey. The best solution would be to head there as soon as possible."

"But how? Not all of us can fit in the Friendship Express." Sunset reminded the heroes. "After all, it's a tundra on the way there unless you all want to freeze while walking."

"Friendship Express?" Quill asked.

"Name of the train that goes around Equestria." Peter elaborated.

"Cornsville." Johnny! Bobby and Cisco mumbled.

"Enough, you two." Wells scolded. "Now, since that's a problem, either you take turns going. Unless there is another form of transportation around here."

"Diana, Hal, and I can fly there due to our durability." Superman revealed.

"Wait a minute..." Wells thought of something, "Ramon, are you still able to use your Vibe abilities?" he asked.

"Yeah. I'm starting to feel better. Why?" Cisco wondered.

Wells raised a hoof, "Once you arrive at the Crystal Empire, use your gloves to create the frequency of a portal to Ponyville."

"You can do that?" Rainbow Dash asked in disbelief.

"Yeah. Comes in handy every once and a while. It's a little draining, but at least I'm not creating a portal to another world far off from our three." Cisco responded, putting on his glasses and frequency gloves to be prepared.

Eddie nodded, "It's a start. In the meantime, who should stay in Ponyville in case something happens?"

Black Cat and Luna stepped forward, "Sorry, Spiders. But I think this town could use some help repairing." Felicia said. "And I need a small break from the chaos. Maybe Cisco can create a portal if I'm needed."

"I will stay as well." Zecora decided, "Just in case things here go to hell."

"Actually, besides the train, there's another way to get to the Crystal Empire safely." Peter revealed.

"Ooh! Is it time?" Deadpool asked.

'Looks like it!'

'Watch us not get to ride it.'

'Don't ruin the moment!'

"Do you mean--" Miguel started to say.

Peter nodded, "Yes. This time, I think Bobby, Johnny, Logan, and Batman should join me."

"You replacing us, bro?" Ben teased.

Shrugging, Peter looked at the Spiders, "I just want to get some input from them is all."

"Very well." Wells said.

"Then I guess it's settled. The three of us will fly. Cisco will go with a few of you on the train while some wait here until he Vibes a portal back in Ponyville." Superman decided.

"We can only hope the Legion hasn't done too much damage." Batman said.

Kaine put on his First Spider costume, "Yeah. We can only do that."

"Finally! We're all back together to fight evil!" Pinkie cheered.

"We're gonna need a team name." Cisco began to say, looking at Peter for help, "What do you think, Pete?"

Spider-Mane nodded, "Yeah. And a catchphrase.." he added.

"Of course..." Batman groaned.

"How about..." Spider-Mane began to say, putting on his mask.

"The Super Hero Squad!" the two decided.

Wolverine shook his head, "Sounds like the name of a children's cartoon." he sighed.

Superman chuckled and joined in on the conversation, "Well, I like it. It's simple, yet effective."

"What about a catchphrase?" Rainbow asked.

"Super Hero Squad... It's time to Hero Up!" the two declared and high-fived.

"Cue the theme song!" Deadpool yelled.

"Idiots." Trixie mumbled.

"Now that you're done acting like morons, I think you all should go." Wells suggested. And so the group split apart. Twilight, Sunset, the Guardians of the Galaxy, Rainbow, Applejack, Quicksilver, and the Flash decided to take the train with Cisco. The other Elements, heroes and Spike decided to wait until the portal opened. For reference, Vibe brought a scroll Spike wrote in.

Meanwhile, Peter decided to take his group to his lab. "Woah, dude. You got something cool going on here." Johnny complimented.

"Thanks, Johnny." replied Spider-Mane.

"It better be worth our time." Logan growled.

"I think it will, Logan." Bobby assured, patting his fellow X-Man on the shoulder.

And so, Peter opened the doors, revealing what he had hidden. It was a car colored like his costume. "I call it the Spider-Mobile. I was inspired by you to make it, Bats."

"Inspired... By me?" Batman repeated, unsure of what to say.

Johnny ran forward to admire it, "You made another Spider-Mobile?! Awesome!" he then exhaled, "I just wish I was here to help you rebuild it." he said dejectedly.

"Hey, if it makes you feel any better. You were in my thoughts while making it. You were there in spirit, Johnny." Peter comforted his friend with a pat on the back. "Same to you, Bobby. Somehow, the three of us had a strange bond."

"Yeah, but I'm glad it's us three." Iceman joked. "We were the Three Stooges of superheroes."

Wolverine narrowed his gaze, "Well yer certainly startin' to show it. Hurry the hell up."

Spider-Mane nodded, "Right. Sorry. Hop in you guys. I've installed a dome designed to trap heat within the seats and the wheels are enhanced to drive through any landscape." he pressed a button on the driver's seat, revealing a dome covering the five. "Now, let's go!"

The garage door opened up and Peter pressed the gas pedal, speeding out of Ponyville.

Crystal Empire, Later...

The crystal ponies were running around, terrified. The Legion of Doom were seen rampaging, destroying the crystalline homes and buildings. Shining Armor growled, "No... This can't be happening. Who are these freaks?!"

The Royal Guards attempted to attack, but they were swiped away by Grundy and Doomsday. "It's hopeless!"

"Shining!" Cadance called out, running to her husband. "Have you gotten in contact with Peter and Twilight?"

The prince shook his head, "Sorry, honey. They didn't answer for some reason. I just hope Twily's alright..."

Loki laughed, "Quite a sight isn't it?"

Luthor nodded, "The ponies of this world... So inferior. We will be their new rulers."

Joker slashed a guard in the chest, wounding him instantly. "Oh, how I missed the carnage. Not the guy, the actual act." he muttered the last part to himself, but laughed at his own joke anyway.

Reverse-Flash and Rival decided to toy around with their enemies and threw them like ragdolls. Deathstroke challenged as many guards as he could while Beetle did the same. Sinestro, Captain Cold and Heatwave were merely defense. Though, the Legion of Doom were not alone. They brought the last of the mind-controlled heroes with them on their assault this time.

There was an earth pony with long hair, wearing a jacket and a metal arm. Flying above him was a pegasus, with a jetpack and wearing a military uniform. Hovering next to him was a red unicorn wearing spandex with a large lightning bolt and a white cape hanging off his shoulder, their red eyes glowing. The Winter Soldier, Falcon, and Captain Marvel were the last of the hero army they have detained.

And of course, there were the Avengers, who were patrolling the areas, but strangely not partaking in any violent acts.

Loki smirked, "Not only that, but I have Chitauri attacking the heroes on our worlds. The three worlds will all bow."

"Really? You and what crown?"

The masterminds heard a quip, and Loki looked up, seeing Spider-Mane hanging from a building wall. "You!" he shouted, aiming his staff in the direction of the wall-crawler.

"Legion of Doom! Gather around!" Luthor ordered.

Meanwhile, Shining Armor watched as the villains stopped what they were doing and ran near the Crystal Heart. He was weak, but something helped him up. "Huh? Who are you?"

"Easy. We're a friend of Peter's and Twilight's." Logan assured.

Cadance raised a brow, "Really? Is Twilight on her way here now?"

"Yeah. And some other friends."

At that moment, Human Torch and Iceman passed by. "We'll make sure the ponies are safe, Logan!" Bobby shouted.

"Is he alright?" Batman asked.

"Wha-?" Shining blurted out.

"Most of us are from Peter's Earth. He and a few others come from another world. That's where most of these creeps came from. The ones with red eyes are under mind-control." Wolverine explained. "We're here to stop 'em fer good."

"Captain Armor!"

Shining turned his gaze upwards to see a yellow pegasus guard salute him. "Spider-Mane is here. What do we do?"

"Lieutenant Sentry... Gather the remaining Royal Guards. Make sure the ponies are brought to safety. Something tells me things are about to spiral under control." Shining ordered, the white unicorn saluting, prompting Flash Sentry to do the same.

With that out of the way, Wolverine and Batman decided to follow Peter as he confronted the Legion of Doom. But another familiar face showed up, "BBBFF! Cadance!

"Twily!" Shining called out, hugging his sister once they reached anothe. "I'm so glad you're safe." he paused upon seeing the other heroes standing behind her. "Um... More friends?"

"I am Groot."

"...Right."

"I take it you've met these ponies before?" Cadance wondered.

Quill nodded, "That's right. Name's Star-Lord and who might such a beautiful pony such as yourself be named?" he asked, kneeling to act more dignified.

Cadance giggled as Shining stepped forward, "Hey, back off. That's my wife."

Star-Lord raised his hooves, "Sorry, dude! Didn't know!"

"Ya better keep your mouth shut, Quill." Rocket mocked.

"A talking racoon too?" Shining questioned.

The alien pointed a finger, "I ain't a raccoon, unicorn!"

The Flash and Quicksilver showed up, zipping behind the group. "Alright. Name's Flash, that's Quicksilver, and Vibe. Star-Lord, Gamora, Rocket, Groot, and Drax are the Guardians of the Galaxy. Up there is Superman, Wonder Woman and Green Lantern. I'm sure Wolverine, Batman, Human Torch and Iceman passed by. Now we got that out of the way, we ahould probably reach the Legion." Barry gestured and introduced each hero as fast he could.

All of them nodded and ran off, leaving Shining Armor and Cadance confused. The Love Princess shook her head, "We should go with them just in case."

"R-Right..."

Soon, the Legion of Doom grouped together. They stared down the heroes, all led by Spider-Mane. "It's over, Luthor. Soon, more heroes are gonna come!"

At that moment, the Avengers arrived. "I'll bring your end quick. Iron Man..." Luthor started to say, "End them."

"What are you doing, Peter?" Shining gulped. Spider-Mane remained silent.

Iron Man raised a hoof, his repulsors glowing. But then, he decided to turn around, shooting Joker instead, launching him to Grundy. "Yeah, no, sorry guys. But I think we're through with this act!" Iron Man announced at last, seeing the other Avengers attack the Legion of Doom.

"How?!" Loki snarled.

"Mental barrier by Strange and Fate. He used it on us and Superman. We decided to play the role while minimizing as much damage as possible." Captain America revealed, catching his shield after throwing it at Beetle and Deathstroke and catching it.

"Nice catch by the way, Spider-Man." Cap complimented. "Seeing what we were up to."

Peter nodded, smiling under his mask, "Thanks, Cap. Glad to see you're back in business."

"Yeah, kid." Iron Man agreed.

The Avengers made their way and stood behind the team. Cap raised his shield triumphantly and yelled out two words. Two words that changed the tide of the war in the heroes' favor. The words that made Peter excited and filled with nostalgia.

"Avengers Assemble!"

Final Crisis, Part I

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The heroes and villains charged at one another at last after Captain America shouted. The final battle for three worlds had begun, and the need for fighting had started. Spider-Mane immediately noticed Lex making a run for it, and chased after him, shooting a line of webbing at the wall to sling himself forward. Once he neared Lex, the scientist disappeared from sight. "Damn it!" shouted Peter, slamming his hooves on the floor in frustration.

Twilight teleported next to Peter, "What happened?"

"Lex ran off like the coward he is." Peter growled.

"He did? We should tell Superman!" Twilight told him. Peter nodded and the two ran back to the battlefield.

The Flash, Rainbow Dash, and Quicksilver challenged the Rival and Reverse-Flash, the evil speedsters glaring at them. "Hey, you ready for round two?" Rainbow snarled, smashing her hooves together in anger,

"For me to win? Why yes." Rival boasted, flapping his wings and flying away, being followed by Rainbow Dash.

The Flash sighed, "What do you want this time, Thawne? I thought we sent you packing last time you attacked Canterlot."

"Your torment."

Quicksilver chuckled as he adjusted his headphones, "How cliche."

The speedsters followed the future speedster clad in yellow, beginning their final battle. "You know, Quicksilver. I could kill you anytime I want to."

"Then why haven't you done so?" Maximoff wondered.

Reverse-Flash smirked, "I want to see if you're as capable as the Flash. It will make your demise more satisfying."

"Your mistake." Barry commented, shoving Thawne while trotting, moving him to the side slightly. "I'll send you back to the future, Reverse-Flash."

"Then I'll just keep coming back." Thawne smirked.

"Not if we stop you!" Quicksilver shoved Reverse-Flash, angering him. He chased Maximoff with Barry following them.

In the sky were Wonder Woman and Thor, who challenged the mind-controlled Captain Marvel, "It doesn't have to be this way fellow champion." Thor warned, spinning his hammer in his right hand as he spoke, still ready to fight.

"It's no use, Thor. He's under their control." Wonder Woman told him. "We have no choice."

The God of Thunder responded, "Verily. Tis nothing personal." he said to the Chosen Champion, swinging his hammer in the god's face. His face refused to budge at the attack, but Wonder Woman managed to slash her sword in his chest, though that did no damage as well. Thor jabbed his left hand in Marvel's direction and punched him in the stomach before Diana tied him up.

But Captain Marvel freed himself, throwing a bolt of thunder from his hand. Luckily, Thor countered it and hit him with a current of electricity from Mljnoir. "Ha! You dare use thunder against the God of Thunder!? You are more foolish than I thought!"

Near the gods were Green Lantern and Sinestro, the two of them using their power rings to combat one another. "So, you live Jordan. I thought you perished when the Legion of Doom attacked."

"I have more willpower than you think, Sinestro." Hal quipped, creating a fencer sword to attack the Yellow Lantern, "I'm surprised you joined Luthor. What do you get out of this?"

"Conquest, Lantern Jordan. I shall succeed in where the Guardians failed. Like I did to save my planet." Sinestro revealed, creating a missile and launching it at Hal.

"Save it? You mean take control of it?" Hal snarled, tossing the missile into space by creating a green claw to grab it.

"I did what was necessary!" Sinestro hissed, attacking Green Lantern with some bolts of energy. Hal responded by creating a shield in front of him, styled after Captain America. He then moved his arm and swung it in Sinestro's face.

Flying around were Iron Man and Falcon. The Armored Avenger gave a small quip as they chased, "Hey, so uh, Steve would be pretty pissed if I beat you. And honestly, I would be too. So how about you just turn back to normal?"

In response, Falcon threw his darted hologram wings at Tony, who shot them all with a few repulsor blasts, "Well, that wasn't very nice." with a sigh, he flew after Falcon again.

Back on the ground, Captain America was fighting the Winter Soldier, although relunctantly, "Bucky! You're better than this! You're not a puppet to anyone!" Steve pleaded, blocking Winter Soldier's metal hoof with his shield.

Winter Soldier gave the Captain a punch using his actual hoof, surprising Steve. Captain America charged forward, tackling Bucky and ramming him with his shield. "I lost you once, pal. I'm not losing you again to these monsters."

Picking himself up, Steve watched as Bucky threw his metal hoof forward with a blade on it. The two stood on their hind legs to fight. Winter Soldier kept moving the blade forward, but Captain America deflected and blocked each attempt at stabbing with his own hooves, bringing down his hooves each time Bucky dared to move. The two moved swiftly, countering each other perfectly. The duel ended once Bucky rammed his other hoof onto Steve's throat, choking him.

The two moved backwards onto a building wall. He saw two bystanders watching and with a pant he said, "L-Leave!" at that, the few ponies ran off, allowing Steve to focus. Winter Soldier brought the blade forward again, but this time, Cap moved his head, where the knife lodged itself into the wall with how powerful the soldier pushed. Winter Soldier then moved his hoof to the side dragging the knife with him.

Using his strength, Captain America trotted to the left where the blade continued to trail him. After a few seconds, Steve kicked Bucky's legs where he was stunned long enough to get his shield where Winter Soldier brought his hoof down upon it.

Nearby were Nightwing and Joker, the Clown Prince of Crime laughed as he tried to punch the former sidekick, only to get an elbow to the back of the head. "Do you want me to leave you as a bloody pulp again, Nightstink?"

"No, and your nicknames are getting really terrible." Nightwing huffed, using his escrima sticks to shock Joker, "And you only won because you cheated and had Beetle attack me."

"Cheated?" Joker feigned being offended in response, "Why, I was only practical and used my resources, like the Dork Knight would. Aren't you his son after all?"

"In a way," Nightwing growled, uppercutting the Joker. Shaking his head, Joker pulled out a small pistol, shooting Nightwing, but Grayson dodged in time, hitting Joker again with his weapon.

Joker shot at Nightwing again, this time he flip-kicked the clown in the chest before landing on him and punching him unconscious, a smile still seen on his face, "Still ugly..."

Meanwhile, Batman was fighting Deathstroke one on one. "The game is over, Batman. I'm getting a hell of a sum for being the one to finally kill you."

"Too bad that day isn't today." Batman replied, using the scallops on his gauntlets to block Deathstroke's sword.

Slade used his staff to charge after Batman, the Dark Knight using his hooves to grab it and spin it around, performing a powerful headbutt on the assassin. Deathstroke spun back, hitting the other end of the staff on Batman's back, surprising him and he grunted in slight pain, getting down to a knee.

Deathstroke brought down his sword, but luckily, Batman managed to get his bearings and somersaulted to the right, missing the blade as it hit the ground. "You have improved since last we fought. A better challenge than the Green Arrow fhat's for sure." he admitted.

"Even Green Arrow can beat you." Batman taunted, giving Slade a right hook. With a swing of his left hoof, Batman punched Slade again before Slade kicked him and pushed him back.

Human Torch and Iceman decided to take on Captain Cold and Heatwave with assistance from Applejack. Captain Cold smirked as he taunted, "Look at that, the little pony thinks she can beat us." he shot his cold gun at the farmpony and she slid out of the way in time, doing the same once Heatwave mirrored his actions.

"Yeah. You should burn like the others." Rory growled.

"Well, this pony can kick yer flank five ways to Sunday!" Applejack snarled, seeing Johnny throw a fireball at Heatwave's direction, making him counter with his heat gun.

Before Iceman could attack, however, a strange beam of light struck him and Johnny, turning them back to normal. Applejack's eyes went wide at the sight of Alchemy, who had his stone raised. While she was distracted, Cold shot at the farmpony with a kinetic blast, making her cold and stunned as a result.

Sunset Shimmer shot a concussive spell at Alchemy, who used the stone to block it in time. "What is that anyway?"

"A powerful force you cannot imagine." Alchemy boasted, raising his hooves slowly.

The unicorn rolled her eyes, "Sure." she said, using a telekinesis spell on Alchemy, who nullified it with ease. He shot Sunset, but the unicorn created a forcefield in time to stop it from hitting her. "Magic against magic, now we're playing fair." the two magical energies collided again, Alchemy using his full power.

Twilight was chasing after Beetle, who threw various explosives around the battleground at the soldiers evacuating the civilians. With a charged spell she shot at the mercenary, making him fall to the ground for a moment. "You are not hurting anypony else." the alicorn said right as a line of webbing revealed itself on Beetle's hoof.

"You know, Beetle. I thought we were done." Spider-Mane groaned, throwing him onto a wall. Beetle grabbed a piece of debris and threw it Peter after he got his bearings. "Wow, really? A rock? Now you've gotten petty, Beetle."

Beetle lunged forward, and Peter turned around, using his Spider-Sense to dodge each attack. "Twilight! Make sure the guards evacuate every pony in the empire! I'll take care of my C-List nemesis!" he told her but she spoke back.

"But what about you?" the alicorn said.

Spider-Mane grabbed a crystal, using it to hold Beetle's hoof upwards. "We got the Avengers, Justice League and the Guardians! I think we'll be fine!" he pushed forward, driving his hoof onto Beetle's barrel, the assassin responding with a swipe to the wall-crawler's chest. "I got Beetle here!" after hearing that, Twilight slowly nodded, running through the city with the guards.

"Just like old times huh, Beetle?" Peter joked, aiming a wad of webbing at Beetle's masked eyes. While he tried to rip ot off, Peter slammed his hoof on his mask, cracking it slightly, "You are always silent while I point out how pathetic you are."

Beetle activated his shoulder missles while he yanked the gossamer off of his face. "Then again, you could always do something like that..." Spider-Mane sighed, watching as the projectiles neared him. The web-slinger flicked his hooves, shooting two missiles and throwing them into the sky in the process. "Woah!" he yelped, leaning back to avoid another. He stretched a hoof backwards to catch it while using his other hoof to web up the other and threw them into the air. "Nevermind. Now I remember why I considered you a C-Lister."

Using his staff, Beetle attacked Spider-Mane where the wall-crawler webbed away the weapon, "But if it makes you feel any better, I considered you a bigger threat than Shocker." he quipped, hitting Beetle in the jaw.

In response, Beetle activated his jet. Spider-Mane webbed him and threw him back on the ground, creating cracks as a result. "Sorry, no escaping this time. But I'll say this much. You attacked a town with a group of maniacal supervillains. At least your predecessor had some heart." he criticized. "So, in my opinion that makes you way worse."

Before he could continue, he felt something sting him. Peter turned around, seeing the Spider-Slayer, who he decked in the face, "Really, Smythe? I was in the middle of something. Can it wait?" he groaned, rubbing the sore spot as he got to his hind legs, ready to fight Alistair.

Near the castle, Hawkeye, Black Widow, Wolverine, and Drax were fighting Solomon Grundy. Hawkeye shot an ice arrow at the zombie, but he broke himself free. "Anyone care to remind me why Luthor thought recruiting a zombie was a good idea?" asked Clint, looking at his comrades.

"No." Drax stated bluntly, the destroyer digging his swords into Grundy, who roared in pain. Grundy grabbed Drax by the head and tossed him away.

"Hell if I know, Clint." Logan grunted, using his claws to slice Grundy, the zombie able to take the blows dealt.

"Grundy break you!" Grundy yelled before Natasha tased him briefly with a hoof taser.

"We get enough of that from the green guy." she quipped.

Grundy smashed the ground and charged after Black Widow, Wolverine jumping in front of her and driving his claws into the zombie's chest before stunning him. "Ya ain't comin' back by the time I'm through with you."

Superman, the Hulk, and Groot all stared down Doomsday, the monster roaring in response. The Man of Steel charged first at the mindless monster, creating a shockwave as a result. Doomsday ran back, destroying anything in his path. Hulk cracked his hooves, "Hulk smash Doomsday!"

The Hulk and Doomsday's hooves collided, making a soundwave that tore apart the surrounding area. Doomsday slashed the green giant with the spikes protruding from his body, green blood dripping from his stomach as a result. Hulk gritted his teeth, slamming his hoof onto the top of Doomsday's head.

Groot yelled trapping Doomsday with a few vines and branches coming from his body, giving Superman an opportunity to ram his hooves into Doomsday. "Thank you, Groot."

"I am Groot."

Hulk smirked, "Hulk think Groot alright if he helps smash."

Groot smiled, tossing Doomsday into the air, where Superman grabbed him from the back before throwing him down. "We need to get him out of the area. Fate, Strange, are you able to hear me?" he asked, looking at the sky for a moment before focusing back on the monster, who was punched by the Hulk.

'Yes, Superman. We apologize we cannot participate in the battle, but we must keep the rifts open.' Fate answered.

Superman shook his head, "No need to apologize, Fate. I need you and Strange to open a portal real quick."

"Take gray guy to Hulk's world!" Hulk shouted, "Hulk want to smash him in home!"

"To the Marvel Earth." Superman finished.

Doosmday roared as he rammed his hoof onto Hulk again, where he was punched by Groot, "I am Groot!" the tree yelled, charging after the monster.

Meanwhile, Star-Lord, Gamora, and Rocket kept an eye on Vibe, who stayed in the Crystal Castle for a moment to open the portal, "So you gonna open the portal to Ponyville?"

"I need to focus!" Vibe yelled.

"Yeah, shut it Quill!" Rocket snarled.

Gamora looked at the raccoon, "I think he means you too, Rocket."

Cisco groaned, closing his eyes. He focused and suddenly a blue fortex opened up. Stepping out of it were Anti-Venom, Spider-Mane 2099, First Spider, Scarlet Spider, Rarity, Pinkie Pie, Trixie, Spike, Ant-Man, and Deadpool. The Merc with a Mouth was the first to speak, "Aw yeah, more merchandising woohoo!"

"Shut up, Wade." groaned Kaine.

"Where are the others?" Star-Lord asked.

"Fluttershy is not really used to fighting, so we thought it'd be best if we left her there for the moment." Ben explained. "Black Cat and Luna are there just in case something goes wrong along with Zecora."

"And things will."

The group saw Loki, and they all nearly attacked him, but the Trickster God put up a forcefield, "Did you think my attack merely ended with the Legion of Doom? You are all sorely mistaken. I have an army that I can spread across the three worlds. And I can bring them here." he raised his staff, it glowing blue as it did something.

"Come on, we can keep going..." Shining Armor huffed, ordering the people to follow as they neared the train. Twilight appeared behind him, keeping an eye on the guards as well.

The white unicorn gulped as something else materialized into existence. An army of Chitauri. Twilight used her magic to shoot a few of them away with assistance from her brother. "Loki summoned his army! We have to hurry!"

Cadance nodded, "What are those things?"

"Aliens Peter called Chitauri, they fought the Avengers before. But we need to get the ponies to safety first!" Twilight said, flying ahead to hold back the alien army.

"I've also sent them to Ponyville and Canterlot. You cannot hope to reach everywhere at once." Loki chuckled, before disappearing from their sight and going back to where he was hiding within the Crystal Empire.

Gamora scowled, "I'm going to Ponyville. Close it behind me." she said, hopping into the portal. With a relunctant nod, Cisco waved his hoof and closed the breach.

"Well, we're down a Guardian." Star-Lord sighed.

Miguel narrowed his gaze, "No time to dwell on that. We have to warn Parker about this!"

The heroes' eyes went wide at the sight of Chitauri attacking. Spider-Mane had to focus on Spider-Slayer, Beetle and making sure he wasn't imagining things. "First the villains, now aliens. Some final battle this turned out to be." he groaned.

"Parker!"

Spider-Mane turned his head to the sound, but was unprepared to see his successor kick Spider-Slayer in the head. "Loki brought more Chitauri to Canterlot and Ponyville! Ponyville's covered for the most part, but Canterlot is pretty much defenseless!"

The wall-crawler hummed to himself, hitting Beetle again in the meantime. But while their enemies were stunned, he tossed O'Hara a strange crystal. "Take the Spider-Mobile near the outskirts of Canterlot. It's already on the GPS I installed. I think we should call in some old friends. I'll handle things from here while you're gone." he ordered.

Miguel nodded, "Right." he trotted off, leaving Peter to his fight,

"All alone again. You've made quite the mistake, Parker." Spider-Slayer taunted.

"Did I?"

At that moment, a white tendril attacked Spider-Slayer, slamming him through the wall of a building. Anti-Venom jumped from the roof, seeing the Chitauri near the duo. "About time you showed up, Brock." Peter called out.

Anti-Venom chuckled darkly, "Sorry. We were held up. I'm sure Miguel explained what happened to you."

Spider-Mane and Anti-Venom stood back-to-back, with Chitauri, Spider-Slayer and Beetle ready to attack them. "This is a moment I'd never thought I'd live to witness. The day Spider-Man and Venom form a bond and kick ass again."

"I told you I changed Parker, and I intend to be like that. Plus being in this world made me a better man." Anti-Venom admitted.

Back with the Doomsday fight, a portal opened up behind the monster. At that moment, Superman yelled, 'I'm sorry! I need to bring down Doomsday!" he and Hulk pushed the monster in, the breach closing behind them. This left Groot to aid in fighting the Chitauri with the other heroes.

After that, Vibe ran outside with Star-Lord and Rocket, "Who opened that portal?" asked Quill.

'It was me.'

Star-Lord jumped as did Vibe. "Who was that?!"

'Doctor Fate. Doctor Strange and I opened the rift to his New York. Cisco, we need your abilities in order to breach back there once Doomsday is defeated in order to retrieve him and Hulk. We can help you reach it.' revealed the magician. 'Using your Vibe abilities as you call them, you can change the tide of the battle.'

Cisco smirked, "Alright. I guess I'm playing with power then."

"Aw yeah. More portals!" Rocket cheered.

Marvel Earth, New York...

The Punisher reloaded his rifle, shooting the head off a Chitauri. "I thought they took the battle with them. Guess I was wrong."

Assisting him was Moon Knight, who threw a projectile on an alien, blowing it up in the process. "They will pay in the name of Khonshu." he whispered, kicking another behind him.

Hovering in the streets was Sleepwalker, who used his warp vision to entrap a few aliens within a distorted lamp post, allowing Moon Knight and Punisher to kill it. "I'm not one for lethal force... But these aliens have caused too much mayhem." he gestrued for more people to make a run for it.

Black Panther and Blade jumped from the rooftops, the latter using his sword to slice each alien apart as he landed on the ground next to Sleepwalker. The king of Wakanda revealed his claws and did the same to another Chitauri sniper from the rooftop across from them. "Yeah. But it sure beats killing vampires every night. It's a lot easier for sure." Blade commented.

Luke Cage and Iron Fist tag-teamed a Chitauri soldier, the former grabbing and throwing him, the latter punching him with his namesake to kill. Luke cracked his knuckles, "We're getting paid overtime for doing this. I can only do so much on the house."

"Oh, I agree." quipped Iron Fist.

Then, a portal opened, revealing Doomsday and Hulk who pushed the monster into New York. "Son of a bitch..." groaned the Punisher, seeing what was happening. 'I thought you left that thing in the depths of freaking space!"

"Hulk will break Doomsday!" the green hero shouted.

"Loki brought him back." revealed Superman, who appeared near the portal as it closed. "The two of us will handle him."

"You can't tell me what to do." Frank growled.

"If you like living on a planet, I'd advise it." warned the Man of Steel.

"It'd be best if you listen, Castle." Moon Knight warned.

Blade slashed more aliens in the blink of an eye, "At the very least, he has backup fighting the army."

Swiping his hands upwards, Black Panther scratched an alien's chest before throwing it over the shoulder, "We will leave Doomsday to you and Hulk, Superman. Do not worry about us."

With a snarl, Punisher ignored Superman and went back to shooting aliens.

Suddenly, a motorcyle drove into the street, a trail of fire behind it. The driver skid to a stop and stepped off. His skull was in flames and he grabbed a chain. "Luthor has sins to answer for. It's about time I make him pay. Starting with this monster."

Ghost Rider stared at Doomsday, "You should leave Doomsday to the two of us." advised Superman. "He's too powerful."

Johnny Blaze looked at the Man of Steel, "Then you don't know me. And I brought a friend."

Superman heard the sound of a car revving up nearby, and he glanced at Johnny woth a confused experssion. At that moment, a car sped by, hitting Doomsday. A trail of fire also followed it as it parked in the middle of the street. The door opened, revealing another man with a flaming skull. Unlike Blaze, he remained silent for the most part. Robbie Reyes grabbed his own chain, ready to fight with his predecessor.

"We will bring vengeance for those fallen." Robbie declared.

Superman sighed, "Fine. But then I'm making sure you stay here." he cracked his knuckles and charged after Doomsday, after he gave Hulk a right hook.

The Ghost Riders waited until Doomsday neared them to begin attacking. And so, the battle for Earth got more intense.

Final Crisis, Part II

View Online

Ponyville, Equestria...

Black Cat grunted, doing her best to drive off the alien forces with her allies, "This is what I get for trying to take a break..." she huffed, slashing the Chitauri as hard she could.

Next to her was Zecora, Luna and Gamora, the former using her agility and training to her advantage, kicking down the soliders as much she could. The latter slashed the creatures with her sword and even stabbed through another. "I've seen these things before." the alien hissed, driving her sword out of the alien's body, "They're called Chitauri, alien goons usually summoned by Loki or Thanos."

"Of course it was Loki." Felicia muttered, flipping over a Chitauri's head and throwing it while flipping.

Zecora dropped her staff and kicked right at an alien before it bounced and she grabbed it. "It appears that this was planned. Loki has brought himself a clan."

"Of course. If you do not mind, I wish to see and aid my sister in case they attacked Canterlot as well." Luna suggested.

Slicing the arm off an alien, Gamora yelled, "Go! We have things covered here!"

Luna nodded, then flew off, hoping to reach Canterlot before any major damage was done.

Inside the Treebrary, Wells watched as Fluttershy stormed inside, with the Cutie Mark Crusaders, Granny Smith and Big Mac behind her. "I-I found them..."

"Good." replied Wells. "At least the familes are safe."

"Dr. Wells? What's happening?" Mayday asked worriedly.

Wells looked at the ground, "The bad guys... The Legion of Doom... They're hurting people. We can't do anything right now. We have to hope for your parents and out friends to win."

Crystal Empire...

"Everypony inside!" yelled Shining Armor and Cadance together, gesturing for the ponies to enter the trains. All of them stampeded inside, while others waited. "We don't have enough space to fit everyone..." Cadance realized.

Twilight shot back more Chitauri as she trotted backwards, "Then we have to hold them off until another comes! I'm not letting anypony die here!" she ordered.

Shining Armor and Cadance nodded, standing by the lavender alicorn's side, forcing back as much of the alien forces as much as they can until everypony got to safety.

Back on the battlefield, Captain America continued his duel with Winter Soldier. Steve held up his shield as Bucky attempted to punch him with his metal hoof, the collision of the two metal forces creating a ringing sound as a result. Cap gritted his teeth, swiping his shield onto Bucky's chin. Bucky's head snapped back for a moment before he grabbed Steve's throat, this time using the metal hoof to choke him harder than before.

Steve gagged, losing breath. Without thinking, he flipped himself around and spun the Winter Soldier in the process, driving his back hooves directly to the side of his head. The soldier panted, trotting for his shield for a moment and he picked it up.

Back on his hooves, Winter Soldier charged at Steve, who used his round shield to block another attack, but this time, Bucky yanked the shield out of his grip and he threw it, it nearly bouncing off Cap. Luckily, the supersoldier managed to grab it around his hoof, and he spin-kicked Bucky in the barrel, knocking the wind out of him. With an exasperated sigh, Bucky inhaled and he grabbed his knife again and held it in his metal hoof.

The blade was tossed for a second before it came back in his grip. Steve used his shield and his skills in order to block each attempt as fast as he could. It ended once Steve drove his shield into the middle of his titanium limb, making it freeze. With his hoof temporarily numb, Steve decided to take action.

He grabbed the Winter Soldier's face and threw him down with a flip, removing his mask and goggles, revealing his face. Leaving the Winter Soldier defenseless for a second, Cap kneed Bucky in the face, launching him back a little. Bucky then moved his metal hoof, able to use it again. He pulled out a pistol and shot at the Captain, who deflected it with his shield.

With one last option, Captain America uppercutted Winter Soldier with his shield repeatedly, spinning in the air each time. Cap ended the attack by driving his fist directly into Bucky's chest. Panting, he wiped the sweat from his face, removing his mask for a second. He wondered if he had saved his friend.

The sound of coughing alerted Steve, but he saw that Bucky's eyes were no longer glowing red. "S-Steve? Why doesn't it feel like I have fingers?" he wondered.

Steve grinned, "That's because you don't. We're in another world, and we're ponies." he revealed nonchalantly, helping his friend get back on his hooves.

At that moment, Chitauri decided to surround them, aiming their blasters directly at them. "Should I get my weapons, Steve?" Bucky asked, "I wasn't expecting these things to come out of the woodworks. It's been too long."

"Whoops!"

The sound of a voice got the soldiers' attention, and watched as a was of webbing landed right in the eyes of a Chitauri soldier. Scarlet Spider kicked it before flipping onto the shoulders of another, ramming his forehooves right into it. "Sorry about the late introduction, name's Scarlet Spider, and I'll be your helper for today!"

Winter Soldier grinned, "You remind me of Spider-Man."

"Well, I am him, in a way. His clone brother. Long story." Ben joked, "I see you're back to normal..."

"Name's Bucky. At least, that's what Cap's been calling me for years. Or call me James Barnes." Bucky introduced, extending his metal hoof.

Ben blinked as he glanced Bucky's hoof, "You have a metal arm? That is awesome dude!" he saw Cap and Winter Soldier grin softly at his excitement, but he cleared his throat.

"Nice to meet you, Bucky. Call me Ben Reilly. Or Scarlet Spider." Ben intoduced back with a wave of his hoof. He paused once he felt his Spider-Sense tingle.

Cap threw his shield, "On your left!" it bounced off a Chitauri about to shoot him and the object bounced back on his hoof, which he caught without effort.

"That thing does not obey the laws of physics does it?" Ben quipped.

Winter Soldier punched another alien, using his metal limb to enhance the force of the attack. "We'll discuss science later! We have these things to stop!"

In the air, Iron Man shot out more of Falcon's hologram darts aimed at him, "You know... This is really starting to annoy me. I don't know what I should-- Tank missile!" he yelled, aiming his hoof in Falcon's direction, it hitting his jet and short circuiting it. "At least you have actual wings too. I only got my thrusters."

Tony watched as Sam fell, but at the last second, he caught him on his back. Sam slurred, "Huh? Tony? Why the hell am I on your back? And why am I a horse?"

"We're in an alternate dimension. Long story short Legion of Doom had you under mind control. You willing to help?"

Sam grinned, adjusting his flight goggles, "Of course I am. Where do we start?"

"Let's start with the alien army attacking."

With Applejack, she dodged another of Captain Cold and Heatwave's gun blasts, using her earth pony strength to make powerful leaps. Right as the two got a good aim, the farmpony was saved thanks to an outside force. Looking down, she saw Rarity with her horn glowing, creating a barrier around her for safety.

"Ah'm surprised to see ya here, Rares." Applejack noticed, landing on the floor.

Rarity put a hoof on her chest, "A proper mare like me must get her hooves dirty if it meant protecting her friends, after all." she quipped.

Applejack landed a good hit on Heatwave as the unicorn said this, giving him a good buck to the face. This allowed Cold to shoot her with his ice gun again. "You should just stop while your ahead, little pony." he said in his usual slow tone.

Grunting, the farmpony, with assistance from Rarity, picked herself off, thawing off the small amount of ice. "Well, yer gonna have to do better than that to stop us."

Heatwave frowned, "Stubborn..." he shot his flame gun in the ponies' directions, but something yanked it out of his hooves. "Hm? What the hell--?"

Mick was cut off by First Spider's hoof colliding with his face, kocking him out of the fight instantly. "You wanna have a shot at me, Captain Cold? I heard about what happened to Peter when you first arrived in this world and attacked him."

"Who are you supposed to be?" Cold asked.

First Spider jumped, tying Captain Cold in a web-coccoon. "Call me the First Spider. Now you're on your own and I'll be the one to kick your ass!" he grunted, ramming his hindlegs into Cold's head, shattering his goggles and he smacked the ground, unconscious.

Crossing his hooves, Kaine spat, "Pathetic. I honestly expected more from the guys who go up against the Flash. I don't take anyone who hurts my brothers too kindly."

The clone raised a hoof as the ponies were about to speak, "Don't thank me just yet. We still got plenty of aliens to fight." he zipped away on the web-line and were followed by the two ponies as they neared the Chitauri assault.

"Some friend." Rarity grunted.

Sunset Shimmer continued to have her magical duel with Alchemy, the villain proving more resiliant than she imagined. The yellow unucorn grunted, teleporting behind the alchemist for a second, hitting him with a good kick to the back. Alchemy yelled, turning around, only to see the mare gone.

Getting shot in the back, Alchemy saw the smoke on his robe and shot more energy from the orb in response, this time Sunset created another beam. She struggled to keep it up this time. Luckily, a distraction came in the form of Human Torch and Iceman, who threw elemental projectiles his way.

"Hey, you Kylo-Ren ripoff! Face us again!" Bobby yelled.

Alchemy was ready to strike them, but Sunset landed a good hit on him with a concussive spell, "Foolish heroes... The Legion of Doom will control this world..."

"That's what they always say." said a blue unicorn, stepping out of the shadows. Alchemy shot at her, but she faded away, leaving Sunset, Johnny and Bobby confused.

"Surprise!" shouted Trixie, who warped behind Alchemy and spin-kicked him with her hindlegs. "I should do the illusion act more often." she panted, standing near Sunset.

The yellow unicorn looked at Human Torch and Iceman, "You two fight the Chitauri! I think we can handle Alchemy from here on out." she growled, narrowing her gaze at the sight of the supposed sorceror, who raised his stone once more.

"Shall we?" Trixie asked.

Nodding, Sunset answered, "Let's stop him."

The two combined their magic to counter Alchemy's stone, the beams of magic colliding with one another. It ended once the beam neared Alchemy and targeted his chest, sending him tumbling across the battlefield for a minute. Alchemy attempted to stand and gloat, "No... I am Alchemy, I cannot... Be bested now--"

Alchemy was cut off by Sunset and Trixie hitting his face at the same time, putting a stop to his plans. "So much for the great Alchemy." Sunset groaned, relieved to see him down for the rest of the battle after so much struggling. She sat down for a second, wiping the sweat off her forehead, but she immediately took notice of the Chitauri that were fighting Human Torch and Iceman.

"Trixie thinks we should help them now." said the blue unicorn.

Spider-Mane and Anti-Venom attacked the Chitauri, Spider-Slayer and Beetle together. The wall-crawler jumped up and performed a backflip-kick to the Beetle, creating a webline to the head of an alien and doing a Web-Strike attack, kicking them and hopping off of one before going to another. "Bouncing off the walls!" cheered Peter, bringing his hindlegs down on another soldier.

"Always with the jokes." groaned Spider-Slayer.

Anti-Venom hissed and grabbed Spider-Slayer, who cut free from the tendrils with his hoof stingers. Eddie spoke, "You have some nerve coming here, Smythe. I thout you were done hunting Spider-Man after he left..."

"Done?" Alistair laughed, "I'm not done until he dies!"

"Funny, I used to think the same thing." Anti-Venom commented, tackling Spider-Slayer, and he tried to cut the symbiote apart. In order to stop him, Anti-Venom threw Spider-Slayer across the battlefield, ran after him, and dragged his head across the floor. He finished the attack with another throw back to where he started.

Spider-Slayer's armor was dented, "You're different than before, Brock. You've gone soft." he coughed, blood dripping from his mouth as he spoke.

"Not soft..." Anti-Venom raised a hoof, turning it into a blade, "No... I've gotten better!" he was about to stab Smythe but a voice yelled out to him instead.

"Don't do it, Brock!"

Spider-Mane stopped his former nemesis, paying focus to him and the Beetle, who struck with his staff again. Peter deflected it with his hooves and he spoke, "You're not a killer anymore, Brock! Did you learn nothing in Equestria?!"

Anti-Venom hissed, "But he is our enemy!" he hissed.

"And he's down for the count!" Peter reminded Eddie, "If you kill him, then it'll really be like old times." he warned. "I'm sorry, but I'm not having anymore lives taken. Whether good or bad."

Hesitating, Anti-Venom looked down at Smythe, then back to Peter. Despite his better wishes, he changed his hoof back to normal. "I knew you... wouldn't have the gu--" Smythe was cut off by Anti-Venom decking him in the muzzle.

"He's right... I can do better. And it'll start now."

Spider-Mane gave his friend a smile under his mask, but his Spider-Sense warned him of another attack. Beetle came down and nearly grabbed Peter. The wall-crawler shot a web-ball through his visor, blinding him temporarily. While Beetle tried to remove the wad, Peter swung his right hoof directly into Beetle's midsection and flipped, his hindlegs colliding with his face.

Once he saw Beetle fall to the floor, he decided to rip apart the turbine wings and jets, preventing him being airborne. Spider-Mane trapped Beetle in a web-coccoon, changing his web-cartridges after the fact. "Another Legion member down for the count..." he sighed in relief, impressed by the heroes' progress. He knew what had to be done next though.

"And what's next?" Anti-Venom asked.

Peter scowled, "I'm going after Loki and seeing if he knows where Luthor is. In the meantime, you can help clean up the aliens. I hope O'Hara comes back after he gets our backup..." he mumbled, shooting a strand of webbing and beginning his search for Loki.

Meanwhile, Vibe, Star-Lord, Rocket, and Groot fought off the Chitauri nearing the castle. "So, Rocket... Any last words before we probably die near this random crystal castle?"

"Nah! I got my bad boys right here!" Rocket shouted proudly, shooting down aliens with his machine guns atop Groot's shoulders. The tree alien used his branches to entrap the soldiers and gave Vibe and Quill an opportunity to strike them down.

"Is he always this trigger happy?" Cisco asked Quill.

Star-Lord shrugged, "Eh. Yeah, most of the time."

"He lives up to the name, Rocket." Cisco quipped.

'Vibe. The DC Earth needs assistance. Remember what I have told you earlier. Focus.'

"R-Right, Fate." Cisco closed his eyes, "I'm opening a portal to my world. They could use some help trashing aliens."

"Groot and I are on it, right pal?" Rocket wondered.

"I am Groot!"

Smirking, Rocket stepped into the materializing portal before Vibe closed it. Star-Lord used his Elemental Gun to shoot down more Chitauri as he spoke, "So, I guess it's just us..."

"Yep."

"Against an army of aliens."

"Uh-huh."

"We're screwed."

Suddenly, Deadpool and Pinkie Pie teleported past them, fighting off the Chitauri that were coming close to them. "Nope! Have a deus ex machina on the house!"

Star-Lord and Vibe blinked, "So much for the tension."

Ruffling his mane, Pinkie giggled, "The tension's gonna come later, silly Star-Lord."

"...What?"

Marvel Earth, New York...

Robbie Reyes whipped his chain, stabbing the end-scythe directly into Doomsday's chest, causing him to bleed profusely. The new Ghost Rider swung his arm again and yanked it right out, creating a small wound on the monster. The new rider picked up a rock, used his powers to light it on fire and he hit Doomsday directly in the jaw, making him snap his head backwards.

Doomsday recovered and attempted to attack Robbie, but Blaze bragged his arm and attempted something, "It's about time you see your sins, monster."

The original Ghost Rider used his Penance Stare, which would give the victim the suffering of his victims. But the effects weren't seen on Doomsday and he knocked Blaze aside nonchalantly. Superman looked at him as he picked up the Ghost Rider, "What was that supposed to do, exactly?"

"The Penance Stare... It was supposed to show him the suffering he's brought..." the original Ghost Rider revealed.

Superman pursed his lips, "That's the problem. Doomsday is remorseless. He doesn't care who he hurts. All he seeks is destruction. That's why your move doesn't work." he explained.

Blaze watched as Hulk and Reyes challenged Doomsday. The green hero punched Doomsday, and he countered by stabbing Hulk again, making him groan in pain. "Hulk will break you, Doomsday!" he roared, slamming his fist downward.

Doomsday fell face first onto the ground, but he pushed himself back up easily, grabbing Hulk by the throat and throwing him down. As Doomsday roared, the sound of sunshots got his attention. The monster looked to see Punisher standing on a rooftop, rifle in hand, and held out directly in front of him. "Come and get me you sick freak." he taunted, walking away slowly.

Roaring again, Doomsday wanted to charge after Punisher, but something tripped him and burned him slightly. The original Ghost Rider had wrapped his flaming chain around the monster's legs, tripping him before he could move. "Stay down, asshole. If you know what's good for you."

Ghost Rider pulled out his rifle, shooting Doomsday in the back of the head. At that moment, the monster punched the ground and moved his elbow back, hitting Blaze in the chest, knocking the original Ghost Rider off his spine. He stood up, then he grabbed Superman and flung him around easily.

Robbie whipped his chain in one hand while grabbing a broken pipe in another, lighting it on fire as well. "You better let him go..." he warned in a dark tone. The new Ghost Rider flung his arm forward, causing the scythe at the end to stab through Doomsday's shoulder, making him release Superman. Once he did, Robbie pulled the chain back, then added the flaming pipe on top of it. He whacked Doomsday clean in the jaw with the attack, knowing that it could do some damage. "You should've listened..." his demonic voce said in a snarky tone.

"Hulk see you are realy strong! Hulk is strongest there is!

Hulk clapped his hands, creating a soundwave that broke apart countless windows. But Doomsday forced through, his arms held out in front of him to block the waves. Superman pushed him while he was distracted, both of his fists held out in front of him. "It's over, Doomsday, I already have a plan set in motion."

Sleepwalker appeared behind the monster, using his Warp Vision, to trap Doomsday in poles, and mailboxes. "You're welcome, Superman." he went back to focus on the Chitauri.

"Thank you, Sleepwalker."

Iron Fist hopped from his spot, his hand glowing. He gave Doomsday a powerful right hook. Luke Cage hopped in next, headbutting Doomsday as hard as he could without breaking his own skull. Once he was done, he rubbed his head. "Sweet Christmas... That thing is tougher than I thought..."

"Well, he did kill Superman once." Iron Fist pointed out with a light chuckle.

Blade and Moon Knight jumped in next, the former using his swords and shurikens to distracf Doomsday. The latter using as many gadgets as he possibly could. Blade drove his sword into Doomsday's neck, causing blood to splatter. "This thing is durable. Surprised the sword didn't break doing that."

Moon Knight threw an explosive at him, it blowing up and only creating small burn marks. "Hm. I wish I had time to investigate this further. Maybe another time."

Punisher shot at Doomsday some more, with Black Panther using his enhanced speed to attack without getting beaten. T'Challa swiped his claws on Doomsday's chest as he attacked, creating more scratch marks on the monster.

Then out of nowhere, a billy club bounced off of his head. Looking up, Superman saw Daredevil standing on a rooftop. "I'm surprised to find you of all people here. I guess I made it just in time?" he wondered, hopping down from his spot.

"Yeah. You should help fight the Chitauri. The four of us can handle Doomsday from here." Superman assured.

Daredevil ran down, spotting Punisher, a mistrustful glare seen in his eyes. "Castle."

"Murdock."

The two had to put their grudge aside if it meant saving the world, which they had done before. Usually in times like this, when aliens attack or a gang war escalates.

Hulk tore apart the warped landscape and wrapped his own arms around Doomsday, jumping high into the air and pile-driving him into the street, creating a small crater. "Grah! Why won't Doomsday stay down?!" he asked loudly, stomping on Doomsday's head repeatedly with emphasis on syllables.

"That's what we're trying to figure out." Blaze noted, seeing Doomsday stand up and he used his fire breath to burn the very ground he was standing on, creating a small explosion, launching him into the sky after the fact.

Robbie used his own flame breath to burn Doomsday when he fell back down. He stabbed the monster with his own chain and he dragged it down, ripping into Doomsday's spine. "He will suffer." the new Ghost Rider said.

"He will..." Superman sighed, "Open it now!"

The Man of Steel picked up Doomsday and a portal opened up, where he threw the monster inside for good. The breach closed once he did so and he sighed.

The original Ghost Rider looked at him, "Where did you send him?"

"The Phantom Zone. He won't be getting out for a long while. I told Strange and Fate where to open a rift just in case he came back after I threw him into space." the Man of Steel revealed.

"Hulk wanted to smash him." Hulk pouted.

Johnny Blaze got back on his motorcycle and whispered to his successor while Superman was focused on speaking with Fate and Strange, "Reyes. You should stay here and fight the aliens. At this point, everything should be clear until it's over. Luthor and Loki have sins to answer for and I'll be the one to pass judgement."

"If you say so." Robbie commented.

The portal to Equestria opened up thanks to Strange and Fate. Superman and Hulk went inside, but unknown to them, Ghost Rider drove his motorcycle behind them, the rift closing behind them before they could notice. So, New York was left in the defense of the vigilantes, who could handle things from there end.

Tartarus...

Lex slammed his hooves on the desk Discord made him. "Ah, is it time to unveil the Secret Project?" he teased, making a file appear in his hands and put sunglasses over his head.

"I have no choice. At this point the formula is stable, but temporary. But with what it can do, it will work." Lex announced, lifting the beaker in his hooves.

Discord's interest was piqued, "And what pray tell is it?"

"A chemical that will give me the powers of Superman."

Near Canterlot...

Spider-Mane 2099 watched as the crystal opened up the portal. He realized what it was and awaited the calvary. Two mares hopped out of the rift once they realized it open, wanting to see what was happening on the other end.

"Thank God you're here. Where are they others?"

The white mare sighed, "They are... Not well. I'll explain another time. I assume you opened the rift because you need help?"

Nodding, Miguel nodded, "That's right. Parker sent me to get you. An old foe from his world, Loki showed up and sent aliens to Ponyville and Canterlot. We need you to protect Canterlot. We're a little swamped at the Crystal Empire at the moment and we really can't spare the manpower, but you two should be more than enough. I'll send you to Canterlot before I go back. Amy questions?"

The pink mare chuckled darkly, "So, it's like last time, then?"

"In a way."

Pinkamena and Future Sweetie readied their weapons and they smirked, "What do we have to lose?"

Final Crisis, Part III

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Canterlot...

Luna finally arrived at the captial of Equestria, only to see it already ravaged by the Chitauri that had plagued Ponyville. "Oh no..." she whispered, using her magic to strike down a few soldiers targeting civilians. "I pray I'm not too late."

The Moon Princess ran forward and watched her sister handle the aliens the best she could on her own with the guards doinf their best to aid her as well, using various tactics. "Sister!" Luna called out, getting Celestia's attention.

"Luna!" she yelled back, happy to see her sister alive and well. "Do you know what is happening here?"

Luna shook her head, "Barely, i have a feeling the pony behind this sent these creatures to attack us. Though, the two of us can't handle off this on our own. There's a lot more here than in Ponyville, and we only have so much magic."

"Then I guess that's where we come in."

The sound of a sword slash echoed across the battlefield, surprising the princesses. Standing on the rooftop was Pinkamena, her trusty sword held by the hilt in her mouth. She placed it in her hooves as she spoke again, "Peter and Miguel sent us here. I can see why. These things are uglier than the changelings and Atrocity."

Future Sweetie used her hoof which wielded Twilight Arms in order to strike down a few aliens without the need of a weapon, crushing them with ease. "Yeah. Honestly, I wish he called for a picnic and not an alien invasion! What are these things anyway?!"

"Before I explain... Weren't there more future counterparts than just the two of you?" Luna asked.

Future Sweetie glanced at the ground in silence, "They aren't here because of... complications. It's a clone thing. I'll explain when the world isn't in danger." she shrugged off, not wantkng to focus her thoughts on the topic. "Anyway, what is even happening right now? Who are these creatures?"

"A group of villains calling themselves the Legion of Doom have been attacking Equestria for a while now. Peter has already rallied some friends from his world and the world where the Legion reside. They have sent aliens in order to divert our attention." Luna explained, shooting more aliens with her magic.

"I see." Sweetie groaned, raising a hoof to punch another Chitauri.

Pinkamena hopped onto the floor, "Then I guess we're on our own for now."

And with that, the princesses and future ponies began to fight for Canterlot, changing the tide on their side.

Crystal Empire...

Twilight watched as the last of the ponies got onto the train, leaving herself, Shining Armor and Cadance as well as a few guards to fight the Chitauri. "We have to get back into the city." Cadance realized.

Shining nodded, "Yeah. Let's hope they got something done while we were here."

Twilight sighed, "I can only hope so." she watxhed as the guards attacked the aliens. She then used her magic to shoot them, wanting to spare any advanced spells for later.

Rainbow Dash shoved Rival while they were flying, making him jerk to the right. "So, you're playing dirty, huh? I guess you're not a true rival after all."

"Shut up about having a rival!" Rainbow hissed, elbowing her opponent in the face.

The Rival chuckled darkly, "I'll do it just to annoy you."

Gritting her teeth, Rainbow spun around, hovering just above his body. Instantly, she drove both of her hooves down on his back, forcing hm to stop flying and making him crashland. The cyan pegasus followed the black-clad speedster as he descended, flying down at a slower pace to see where he landed.

Staggering, the Rival hissed, using the Speed-Force to tackle Rainbow when she landed. "It's time I showed you who is the fastest once and for all!"

Growling, the cyan mare kicked off her rival with ease and watched as he flipped onto his back. "Yeah, there are other speedsters who say otherwise."

Rival smirked, "Oh yeah? Well--" he stopped talking once he felt something in his chest. Rainbow gasped at the sight, seeing a yellow hoof coming out of his barrel. The vibrating hoof disappeared, leaving a hole, and the Rival's body fell, revealing Reverse-Flash, who had a smug grin on his muzzle.

"I was getting tired of his ego." Thawne mocked, "I did you a favor honestly."

"Y-You didn't have to k-kill him..." Rainbow studdered, doing her best not to get sick at the sight. Even she couldn't stand the sight of somepony dying and she was really disgusted at the idea. She scowled, her hatred for Reverse-Flash growing.

Then, Thawne was tackled by a silver blur. Quicksilver rammed his hoof into Reverse-Flash's face. His anger was evident despite his eyes being masked by goggles. "He didn't deserve to die! Even a scumbag like him!" he yelled.

"He thought he could one-up me! I'm the Flash's true enemy!" Eobard shouted back.

The Flash appeared grabbing Reverse-Flash and tossing him, his body tumbling on the floor before Quicksilver caught it, dragging his body on the floor. The Flash spoke as Maximoff threw his body again, "This has gone too far, Thawne! You didn't need to do that! This is between us and no one else!"

Reverse-Flash laughed, "As if you truly cared whether his life was spared or not, Barry!" he cackled, using the Speed-Force to punch Quicksilver hard in the cheek. "This is war! There are casualties!" he added, "He didn't deserve to breathe after he gained his powers."

The Flash screamed, uppercutting Reverse-Flash and jumping, doing a backflip-kick to his barrel, yellow lightning covering his hooves and making his attacks stronger. "No more, Thawne!" he declared, spinning Thawne by a hindhoof, throwing him directly into Quicksilver, who threw his hoof down directly into his face. "So much for the Legion of Doom, huh?"

Reverse-Flash slowly brought a hoof up, coughing. "This isn't over, Flash... I'll be back to torment you soon."

Flash scowled, "I'll be waiting... But for now, say goodnight!" he and Maximoff decked Reverse-Flash in the muzzle before kicking him in the stomach, taking him out of the fight.

Quicksilver turned around, seeing Rainbow Dash shudder, her gaze never leaving the Rival's dead body. The speedsters zipped by to make sure she was alright. "Hey... You alright, Dash?"

"N-No... I've never actually watched anypony die right in front of me..." she sniffled.

Barry sighed, "I-I'm sorry you had to see that, Rainbow... Reverse-Flash has no remorse. Death isn't wasy to watch for anyone. Sadly, it's a part of the hero business and that's something I don't like to admit easily or often." he comforted.

Quicksilver slowly nodded, "Yeah... It's tough. Believe me, even as a hero it's tough to watch, whether friend, stranger, hero, and in some cases villains. Rival was harmless for the most part, he didn't truly deserve the fate he was given."

Rainbow wiped her nose, "A-Alright..."

The Flash patted the mare on the back, "So, to get your mind off this, how about we take down some aliens?"

From the sadness, a confident grin was seen on Rainbow's face, "Let's do it!"

Meanwhile, Batman continued his battle against Deathstroke, the Dark Knight used his gauntlet to punch the assassin's helmet. "I am your superior, Batman! I am a super soldier! What chance does a man like you have?"

"Plenty!"

Deathstroke was unprepared for a round object to whack him in the face. Captain America held his shield proudly in front of him, his eyes narrowing at the sight of Slade. "I've heard of you, Slade Wilson. A soldier given a serum to enhance his abilities. That's something we share. But unlike you, I'm not a heartless killer."

Slade chuckled, "Captain America. I've heard of you as well. It's a shame what you do with your powers."

"I use my powers for what's right! You use yours for a profit!" Cap snarled, charging after Slade. The assassin pushed him back, using his strength to hold Cap back.

Batman threw a batarang at Slade, making him turn his head in confusion, and he added onto it with his Batclaw, clinging onto Deathstroke's hoof, forcing him to release. "You should really focus on your opponents, Slade." he taunted, bringing his hindlegs directly into Slade's barrel, then Cap slashed his armor with his shield, causing the assassin's armor to scratch up.

Using his REC, the Dark Knight shocked Deathstroke, who's armor protected him from most of the vaults. He thrusted his staff in Batman's direction and he blocked it again, taking hold of it and spinning it around, but Slade managed to land a good whack to Batman's side, making him jerk in pain.

Captain America then kicked Slade, using his shield to trip him. Deathstroke then performed a sweep-kick, mirroring the Captain's actions before standing up. "Predictable, Captain. I expected better from one who leads the Avengers."

"Then you don't know me well enough." Cap growled, headbutting Slade, denting his helmet even more. Even though Steve may have hurt himself doing that, he believed it to be a necessary tactic. "I am capable of many things, Slade."

Slade charged after Cap, but the soldier whacked him, allowing Batman to use his Batclaw again, lunging him directly into his hoof with ease, which collided with his head. Batman then kicked Deathstroke's backhooves and forced him into a kneeling stance. Cap then instantly attacked Slade before he could stand up.

Deathstroke attempted to strike back, and successfully decked Cap and Batman in the jaw, but they recovered. The Captain was the first to attack, throwing his shield, it bouncing off of Slade's head, where it was caught in Batman's hoof. The Dark Knight proceeded to whack Deathstroke repeatedly in the face. While he did that, Cap continued to pummel Slade and the assassin managed to swipe his blade, cutting Cap's suit a little on the arm.

Once he was done, Batman threw the shield back into Cap's hoof, and he swiped it upwards, hitting Deathstroke's barrel. The assassin attempted to recover by stabbing Batman's shoulder and succeeded. Painfully, the Dark Knight yanked the blade out of his shoulder and tossed it onto the ground.

Batman blocked Deathstroke's sword. Cap attempted to strike from behind, but he was kicked aside, luckily his shield absorb most of the kick and he only slid across the floor for a few seconds, getting his bearings fairly quickly.

Deciding they had enough, Batman somersaulted next to Cap once he threw Slade's sword aside. The two reared their hooves back and punched Deathstroke, who was sent flying into a wall, where he struggled to get up. The fight was over once Batman used Captain America's shield to hit him hard, knocking him unconscious. The two heroes panted in exhaustion.

Captain America inhaled sharply, getting his breath back. He saw First Spider, Winter Soldier, Pinkie, Deadpool, and Scarlet Spider fight off the aliens with Falcon, Iron Man, Rainbow, Flash, Quicksilver, Anti-Venom, and Nightwing joining not too far away. "We should help them. The rest of the Legion is out of our league."

Batman nodded, "We should focus on the aliens. Captain Marvel, Sinestro and Grundy should be down soon."

In the air, Hal continued to duel Sinestro, using their ring constructs to counter each other. "It's hopeless, Jordan! This war shall be won by us today!"

Hal smirked, "Sure, Sinestro. Remember when your whole Corps did that against us? Didn't work out well. Now, it's just you and me! And I've always come out on top!"

Sinestro screamed, creating a chainsaw construct, which Green Lantern blocked with a large sword. The constructs faded, but Hal managed to create a car to hit Sinestro. He realized his ring was running out of energy, so he had to pull out his lantern in order to recharge and gain the power necessary to stop his nemesis.

"You will die here, Jordan!" Sinestro cackled, creating a missle strong enough to kill Hal on impact. But Green Lantern was too focused on charging his ring.

"In Brightest Day... In Blackest Night... No evil shall escape my sight..." he closed his eyes, knowing that Sinestro's construct projectile neared him faster than he anticipated.

"Let those who worship evil's might... Beware my power..." he continued, the lantern and his hoof glowing as he said the oath that the Green Lantern Corps preached.

As the missile was about to reach Hal, his eyes opened, them glowing green. "...Green Lantern's Light!" he finished, gaining a green aura and constructing a barrier to protect his body from the explosion created from the projectile.

Sinestro went wide-eyed at Hal, who was seeminly back to full power. Hal created a construct fist to punch Sinestro faster than he can react. The Yellow Lantern hissed and he tried to construct another weapon, but Green Lantern created a mallet which he used on Sinestro's barrel, knocking him out of focus and breathe.

As Sinestro fell, Hal created a baseball glove to catch him. He saw that Sinestro was unconscious and sighed in relief, satisfied in knowing he has the ring energy to spare for the rest of the battle.

Flying near Hal, were Wonder Woman and Thor, who avoided another one of Captain Marvel's attacks. Thor felt the force of the Chosen Champion's hoof, but Diana came through and swiped her shield upwards, hitting his muzzle as a result. "You always were a tough child, Marvel." she sighed.

Thor spun his hammer in his hoof, "But we will free him from Loki and Luthor. My brother has gone too far, taking the mind of a mere child for his manipulations!" he shouted, bringing Mljnoir down on Marvel, who blocked it with his mere hooves, the lightning bouncing off their bodies as a result.

Wonder Woman flew forward and gave Marvel a right hook to the barrel and slashed her sword which lightly cut his body, which she knew would do without harming him too much. "Thor, I need you to hold him down. I can only pray to Athena that this works."

Nodding, Thor shot a bolt of lightning in Captain Marvel's direction, which he countered with ease with a swipe of a hoof. The God of Thunder wrapped his hooves around the champion. Diana spun her lasso and wrapped it around Marvel, when Thor released his grip and tightened the rope onto his barrel. Wonder Woman held onto her end of the rope as tightly as she could.

"Say the word that gives you your powers." she ordered, seeing thr Lasso of Truth glow at her command.

Captain Marvel struggled in the rope's grip, but after another hit from Mljnoir, his mind caved in and he shouted the word that made him Captain Marvel. "SHAZAM!" a bolt of lightning struck his body and he changed form, turning into a colt as a result. Thor and Diana swooped down and caught the child before he was able to land on the floor painfully.

"Woah..." slurred Billy Batson, "What happened? And where am I? This is new..." he pointed out his hooves, his eyes widening at the sight and the desire to scream growing.

"Do not worry, friend Marvel." Thor assured, "We are in a unique realm. Your Justice League allies are here as well. The Legion of Doom put you under a strange spell by my brother, Loki. Wlll you aid us in the final battle as Captain Marvel?"

"I-I don't know... I'm..." Billy was about to speak, but Wonder Woman cut him off.

"Do not worry about your reserve status, young Batson. As dire as things are, you are permitted to join." she assured, earning a grin from Billy.

"Okay then... SHAZAM!" he screamed, lightning covering his body and turning back into Captain Marvel. He saw a whole bunch of other heroes fighting aliens. "Let's take care of these guys first..."

The last Legion member standing, Solomon Grundy continued his assault on the heroes. Hawkeye shot another taser arrow at Grundy who stumbled in his spot while Wolverine continued to slice him with his claws. Drax did the same with his swords, digging the blades into his shoulders as well. Black Widow flipped, shooting more taser darts his way before settling with a powerful low kick. "He's durable that's for sure." she pointed out.

"Getting on our damn nerves is more like it." Wolverine growled.

Suddenly, Ant-Man revealed himself from his shrunken state, flip-kicking Grundy's jaw and Spike hopped forward slicing more of Solomon Grundy's suit and a little into his skin. "Dragon rip favorite suit..." he whined.

"He's very childish." Ant-Man quipped, holding up Grundy's hoof, which nearly met his face. Scott then shrunk down punching the zombie as he grew back.

Wolverine gritted his teeth, "I remember what he could do, but I was hopin' not to do this. Bats told me about what he did to 'em once before. The kid needs to look away. Things are about to get really ugly over here."

"I can handle myself." Spike snapped.

"Don't argue, kid. Go fight the Chitauri." Wolverine ordered. "Like I said, it's not gonna pretty fer anyone here, especially nursery rhyme zombie here. You should know somethin'. I'm the best there is at what I do, but what I do isn't very nice." he smirked darkly, "Now, do you wanna see that fer yourself?"

Spike gulped and relunctantly nodded before he walked away, taking the fight to the soldiers instead.

"Clint, Natasha, Drax. I need the three of ya to keep him still. Use more tasers and stabbing."

"I like that plan." Drax admitted, jumping into the air and punching Grunty with a hoof, but Grundy grabbed him and threw him onto the ground, leaving him down.

"Hey, what about me?" Scott wondered, after running up Grundy's arm before decking him in the face while growing back to speak and attack at last.

"Just keep doing that, Scott." Hawkeye said, using the last of his taser arrows on Grundy which stunned him. On top of that, Natasha attacked him and used her tasters to keep him down long enough for Wolverine to do what was necessary.

Wolverine jumped, digging his claws directly into Grundy's body and chest, ripping off the shirt, revealing a strange thing where his heart should be. "Artificially jump-started again. Eh, he'll be back to life next Monday or somethin'." he quipped, ripping his hooves directly into Grundy's chest, making him scream in pain. He yanked out the heart and Grundy fell with a powerful thud.

The five looked at each other for a moment, seeing Grundy's unmoving body. "He's a zombie. He'll be fine, that's what Batman said when we met before." Hawkeye assured everyone.

Wolverine scowled, "The rest of ya fight the Chitauri, I'm goin' after Loki myself."

Drax crossed his hooves, "Very well."

The X-Man nodded and stormed into the crystal castle, ready to face Loki once and for all.

Loki chuckled as he watched the heroes fight his aliens on the balcony. "Look at them. They're basically my puppets. The Legion of Doom may have fallen, but I will still prove victorious in all of this." he stod on the balcony of the castle, enjoying the show. "Discord would be really amuaed by this point."

"LOKI!"

The Trickster God turned around, only to see Spider-Mane and Wolverine lunge at him, the three of them falling off the top of the castle. "It's over! Tell us where Luthor's at!" Peter warned, puncing Loki repeatedly in the face.

"Honestly, Spider-Man. Not even I know." Loki revealed, using his staff to hit Peter while they were in freefall. Grunting, Wolverine stomped his hooves on Loki's barrel, using him as a makeshift cushion as they met the hard floor.

Spider-Mane reared his hoof back, "Liar! This has gone on long enough! What do you gain out of this?"

"Power!" Loki snarled and lied not wanting the heroes to learn about Discord's involvement, using his staff to shoot at Peter and Logan who dodged it with ease.

Nearby, a portal opened, revealing Superman and Hulk at first. "The aliens... The others have it covered. C'mon big guy, we can handle Loki" the Man of Steel said.

"Not so fast." Ghost Rider said, stopping his motorcycle as he arrived in this world.

Superman yelled, "I told you to stay! You're too dangerous to have in this world."

Ghost Rider remained calm, "News flash, boyscout. I'm on your side. I'm not gonna be ripping apart everyone here even though I could. I'm only here to make sure Loki and Luthor pay for their sins and that's it. You can do whatever you wish to Luthor, but I want to be the one to make him suffer."

The Man of Steel groaned, "Fine. Just don't do anything that would be cruel."

Then, Twilight, Shining and Cadance ran back into the battlefield, "W-What have we missed?" asked the lavender alicorn. The Spider-Mobile parked nearby as well, revealing Spider-Mane 2099 as he stepped out from the vehicle.

"What the shock is going on?"

"It looks like the Legion of Doom is down. But Luthor is nowhere to be seen and your husband and Logan are fighting Loki. It'll be best to leave it to those two. Unless things get out of hand. We need to control the swarm here." Superman revealed. Relunctantly, the three nodded, joining in the battle.

Back with the fight, Wolverine snarled and tackled Loki, the two of them rolling on the floor while they fought. Loki shot Logan off of him with his staff, the X-Man flying as a result. The burn wounds healed as he got back on the floor.

Spider-Mane shot more webbing on the Trickster God's hooves, trying to yank the staff off of him. "Where are your clever quips, Spider-Man? I thought you were a jokester."

"Sorry, but I'm a little pissed off." Spider-Mane snarled, "You joined the Legion of Doom, put my friends under mind control, attacked Equestria, made me put my clone brother in a coma, put us in a wild goose chase, and now you're seeking to destroy our worlds! So I apologize if I'm not my usual self!" he punched Loki and flipped, his hindlegs colliding with his face.

Recovering, Wolverine swiped his claws in various directions, the Trickster God using his staff to block each attack. Spider-Mane used his webbing to pick up some debris and threw it at Loki, who erected a forcefield to cover him.

The trickster then duplicated himself into two more versions. Spider-Mane and Wolverine stood back-to-back, as the clones circled them. "Any ideas, kid?" Logan asked as the two stood on their hindlegs, their forehooves stretched out.

"Yeah, Spider-Sense." Peter revealed. "Don't move or attack until I say so."

"Followin' yer lead, kid." Logan assured.

One of the Lokis shot at them, but Peter's Spider-Sense didn't trigger and the projectile phased through them. Another shot at them, but they refused to move. The third one striked, and the two jumped at him, rolling on the floor.

Spider-Mane punched Loki's barrel and Wolverine headbutted Loki, injuring him greatly.

The two hopped off his body while Loki struggled to get up. "You think you may have won... But I am a god! I will conquer--" his boasting was cut off. The sound of a loud snap was heard across the battlefield, all was silent now, and the Trickster God's head snapped to the side and he dropped, his body unmoving.

The ponies gasped at the sight, getting disgusted at what they witnessed. Spider-Mane, Wolverine and the Justice League shuddered at the sight. Thor, though, he was nearly driven to tears at the sight. "L-Loki..." he whispered, seeing his brother dead right there. His anger took over and he tried to strike the culprit, who merely smacked him aside.

The culprit was Lex Luthor, who was no longer in his battle armor. He picked up the staff and muttered, "Puny God."

Superman's eyes glowed red, and he used his heat-vision to attack, "LUTHOR!" he screamed, the crystals shattering at the mere loudness of his voice. He punched Lex, but the scientist managed to block his attack. He zipped away, attacking Cap, Green Lantern, Batman, Hawkeye, Black Widow, and Drax instantly. He knocked each one of them out, excpet for Batman, who remained standing.

"How...?" he struggled to ask. "Why did you do that?"

"Simple. Loki and I captured Superman. I gained a sample of his DNA and used his magic to perfect a formula to replicate the powers of a Kryptonian. It's temporary right now, but it will last long enough to destroy each and every single one and you standing here." Lex revealed, putting his hooves behind his body.

Rainbow screamed, lunging after Lex, her anger reaching a high point. The superpowered pony grabbed her wing, pulled her down and knocked her out in one punch. Deadpool and Pinkie came next, "You meanie!" cried the pink pony, "You can't kill!" she stomped on him with no effect. Yawning, he threw her down, hard enough for her to leave some bruises and unconscious.

Deadpool shot at Lex, the bullets bouncing off of him. "No one hurts my friends!" he yelled, but Deadpool felt his hoves ripped apart, making the ponies almost vomit at the sight. "H-Hey, it will grow back soon enough!" he assured everypony, earning some sighs of relief.

Lex inhaled, using his new ice breath to freeze Star-Lord, Applejack, Rarity, Trixie and Sunset all at once. "Y-You... Monster..." Applejack said while shivering.

"Asshole." Trixie and Star-Lord muttered, unable to move their legs.

"I am a god." Lex announced. He flew up and knocked out Human Torch and Iceman instantly before he targeted Vibe, who attempted to counter to no avail. Luthor responded by shoving him three buildings over and taking him out of the fight.

Captain Marvel was placed in a chokehold. Before his neck was snapped, Marvel yelled, "Shazam!" turning himself back to normal to free himself, but the lack of air made him pass out.

Wonder Woman was tossed aside by Luthor, after she tried to strike him down. Luthor used his ice breath and heat-vision to distract her long enough to punch her unconscious. "It's hopeless. I have the power to kill you at last. Just as promised. Humanity will be preserved yet."

Ghost Rider and Hulk joined forces, the former shouting, "You will suffer, Luthor!" his chain wrapped around Lex's body, but Blaze was thrown back by his wind breath before being spun around by Lex. "You cannot kill me. I am devil incarnate."

"Sure." Lex bragged, shoving Ghost Rider aside.

Hulk screamed, "Hulk smash puny Luthor!"

Lex smirked, and pummeled the Hulk. The green hero proved resiliant, but Luthor managed to block each attack, and punched Hulk as hard as he could, creating a soundwave and a crater, and as a result turned Hulk back to Bruce Banner. "Weak..."

Thor came back and struck Luthor again, "You dare kill my brother! No matter how evil is was! He was family! You will be done with by my hand!" he boasted.

The superpowered being threw his hooves down and knocked Thor into the floor. "Pathetic." he used his freeze breath on Wolverine, Shining Armor, Spike, and Cadance freezing them. The Flash and Quicksilver landed a few hits on him, but Lex struck their hooves, breaking them instantly, and they screamed in pain at the sound of a loud crack.

Lex then attacked the clones, knocking them all out with ease before they can even react. Lastly, Iron Man, Winter Soldier and Falcon were taken out with ease. The only heroes left standing were Spider-Mane, Twilight and Superman. "Do you think you three can stand a chance against me at this point?" he asked.

Twilight's eyes began to glow and she exerted most of her magic on attacking Luthor, surprisingly he dealt some actual damage from that, but that seemed to wear out the alicorn, who panted after using the beam attack. "It seems you're quite tired, princess. How about I put you to sleep for good?" he suggested.

"No!"

Spider-Mane punched Lex clean in the face, cracking sounds were heard. 'I don't care if I break every part of my body. I don't care if I die here. I'm not leting anyone else get hurt under my watch!' he thought, screaming as he held his aching hoof.

"T-Twilight... Use your magic... Thaw out the frozen heroes... And get the injured heroes to safety... Superman and I will hold him off." Peter ordered.

The alicorn gulped, "But Peter..."

"Just go! I'm not letting anyone else die today!" Peter screamed. "Not now!"

Nodding, Twilight started to thaw out Sunset Shimmer. Peter went back to focus on Lex, who was fighting Superman. "Just die, Superman! Do you know how long I've waited for this moment?!" he asked loudly, punching the Man of Steel in the face, actually bruising him.

"Too long. This ends here, Lex. I'm making sure no one dies while you have this power." Superman sighed, punching Lex in the barrel, his attack doing nothing. Lex headbutted the Man of Steel, making him reel back in pain. "How are you able to--" Lex then revealed his trump card, kryptonite, and Superman felt himself weaken and kneel down in pain.

"I knew you could counter my abilities. So I decided to make it fair for me." Lex boasted. The Man of Steel pushed through anyway, willing to fight to the end,

Superman countered with a spin-kick, but Lex used his heat-vision to burn him slightly. The Man of Steel tried to chop Luthor, but Lex held his hoof up and punched him. Superman recovered in time to use his weakened wind breath to push the superpowered human back. "I'll make you pay." grunted Lex, using his full power to beat Superman to a living pulp. Superman countered a few punches, but Luthor attacked him with his newfound speed before the Man of Steel could do anything to counter it, the scientist proving too durable.

Collapsing, Superman's bruised face was seen by Lex, who smirked in satisfaction. Spider-Mane swung back connecting two strands of webbing on the scientist's shoulders. Peter wasn't prepared for Lex to deck him in the face before kicking him in middair. Spider-Mane coughed some blood as he looked up. "Look at this, Spider-Man. Look at Superman..." he boasted, kicking Peter while he was down, making him cough more blood.

"You failed. That's what you always do. I've heard about your life. How it's nothing but a chain of mistakes. Add this to the list. Of how you failed the new world you live in." Lex sneered. Peter tried to punch back in rage before using impact webbing, but none of the attacks had any effects. Lex pushed him down and pummeled him. "Equestria will fall... Your friends will die, and I will make sure no more superpowers seek to end human evolution."

"H-Hypocrite..." Spider-Mane spat, struggling to get up, "Using... power for that... reason..."

"Shut. Up!" Lex ordered, feeling Spider-Mane attempt a sweep kick. In response, Luthor kicked Peter again and he spat and screamed. Lex continued to kick and punch Peter while he was down, not wanting him to attack.

Peter felt as though every part of his body was being broken, and yanked apart. His chest stung and his breathing was weak. Spider-Mane finally collapsed, all the pain bringing him down. Lex ripped off his mask, revealing his bruised and bloody face.

"Now... It's over, Spider-Man." he grabbed Peter by the collar. "And the same could be said for you, Superman." he held Superman by the cape and flew up, their beaten bodies in his grasp.

"Equestria shall know its greatest hope has fallen."

Final Crisis: Finale

View Online

All was silent in the crystal castle. Twilight paced back and forth the throne room. She managed to thaw out Vibe, Shining Armor and Cadance, who tended to the injuries of the other heroes with Bruce Banner, who had everything explained to him. Iron Man broke apart his suit of armor in order to move freely, the suit taking most of the damage. Flash and Quicksilver had their hooves broken a little, but with their accelerated healing, they'll be running at full speed in about a day or two. Wolverine and Ghost Rider managed to heal, freeing Trixie, Sunset, Star-Lord, Applejack and Rarity from their icy prisons, all of them too cold to do anything.

Despite his injuries, Batman did his best to examine the injuries of the other heroes, relieved to see that none of them were killed by Luthor. He exhaled sharply, ignoring the pain in his side, which began to leak red through his kevlar suit. Wonder Woman, Green Lantern, Billy, Spike, Winter Soldier and Falcon were unconscious, bruises and cuts seen on their faces and bodies.

The anxiety ran through the room, everyone wondering if Spider-Mane and Superman succeed. Miguel lay close to Sunset, who nearly passed out from being too cold. Ben and Kaine panted as they sat, seeing Eddie lying down, beaten even with the symbiote. Kaine grunted, not saying a word about his doubts, choosing to bite his tongue.

Deadpool lay on his back, Pinkie keeping an eye on him. His hooves were already beginning to grow back, slowly but he will make it out alive, his limbs back by the end of the day. Human Torch and Iceman were recovering as well, taking the least of beatings.

Twilight was especially worried. Her friends were beaten by Lex, she watched Loki die helplessly, and her husband was out there fighting that madman that killed the god. The princess of friendship turned her head and saw Thor, who sat in the corner. Realizing his sadness, she neared him and patted his shoulder, getting his attention.

"Are you okay, Thor?"

The alicorn shrugged, his gaze on the ground. "I am not sure, Princess. I know my brother was... less than pleasant. But to me he was still an Odinson. He believed that since he was adopted and I wielded the mighty Mljnoir that he didn't deserve to be an Asgardian. For years, I have pleaded for him to change his ways... And now it is too late. I wish I had brought him to our side sooner..."

Twilight held back a tear, hearing Thor's story. She had only heard in passing from Peter that the two were brothers. But she had no idea Thor still cherished him as so despite his many crimes. She wrapped her hooves around the god, comforting him. "T-Thank you, Princess. I'm just not sure how to tell Father Odin the news. Despite him being King of Asgard, he had hope for him deep down. At some points, maybe more than me."

The lavender alicorn gave Thor a soft smile, "He was your brother until the end... You really are a kind god. The hammer was right in choosing you." she sniffled.

The sound of a crash got everypony's attention. The conscious heroes gasped at the sight that awaited them. Batman and Wolverine were ready to fight instantly, as well as Ghost Rider.

Lex Luthor hovered in the room, holding the beaten bodies of Spider-Mane and Superman with the staff on his back, using it to remove the aliens from the Crystal Empire. "You all shall be the first to witness... The destruction of your heroes. It's done. You may have stopped the Legion, but I am superior."

"This has gone too far, Lex. What do you gain out of this?" Batman growled.

"Power, Batman. For years, superheroes like Superman and vigilantes like you have plagued our worlds, halting the progress of humanity to a barbaric state. I intend to change that." Lex boasted. "With the destruction of you heroes, humans and ponies alike will usher in a new era. One without you heroes plaguing it."

"But as heroes... We do what's right. We don't want to take the world, only protect it from nutcases like ya!" Wolverine shouted.

Twilight nodded, "Yeah! It doesn't have to be this way, Lex!"

Luthor chuckled, "It is too late. I am making an example of these two. And I'm showing how helpless Equestria truly is at this point." he then flew out the castle, prompting Twilight to follow him.

"Wait!" she called out, seeing that Lex was already gone. She looked down, seeing Spider-Mane's mask. She used her magic to lift it up and take it back inside.

"So, this is it, huh? We just gonna sit down and Lex take over our worlds?" huffed Wolverine.

Star-Lord took off his mask, "Sorry, but I'm not letting that happen to these ponies. We have to do something."

Twilight scowled, "I may have an idea where to start." she glanced over to Vibe.

Batman spoke, "Of course, you need Vibe to track Lex using his abilities since he has Peter. From there we can attack. Are you up for it, Ramon?" he asked.

Cisco sighed, "I-I think so... Just give me a moment to prepare. My head's still throbbing like crazy." he rubbed his head before adjusting his glasses and putting on his gloves.

Suddenly, a white light appeared on the ground next to Twilight. The alicorn looked down, seeing a closed beaker and a piece of paper where the light once was. Shining Armor raised a brow, "What the hay is that supposed to be?"

Opening the folded paper, Twilight read it aloud, "'To the heroes, this is the serum Lex Luthor used to give him Superman's powers. It is magically enhanced and immune to Kryptonite. You know who to give it too. He has gone too far and needs to be stopped. Sincerely... Guess Who.'" she finished.

"Can we trust it?" Cadance wondered.

Batman held the beaker, using his Detective Vision to scan its chemicals and properties. "It's legitimate. I see traces of Kryptonian DNA, based off my records and strange traces of magic. Nothing I have ever seen before..

"Then we have to give it to Peter." Twilight decided.

Wolverine nodded, "If Superman is beaten like that, then Luthor probably had Kryptonite on 'em. I say we give him hell."

"Literally." Ghost Rider said.

Cisco looked at the group, "Good to know we have a plan. Give me a minute to get my bearings and the few of us will head out."

Ponyville...

Black Cat, Zecora, and Gamora stood over the beaten Chitauri aliens, all tired and worn out from the fight. Felicia huffed, standing on her hindhooves. "Finally."

"Let's hope that's the end of them. If I see another one, I might justmrip it apart with my bare hands." Gamora muttered.

Zecora sighed, "I am drained too. Let's hope that this over soon."

"You might be lucky there."

Felicia growled, instantly recognizing the voice. But she and the other two heroes went wide-eyed at Lex holding Spider-Mane and Superman in his hooves. "You monster. Let them go..." she revealed her claws, ready to pounce.

"If you value your pathetic lives. You will listen. I now have the powers of Superman himself, without the weakness of Kryptonite. I feel that since this is where he resides, you should be the first to witness the new age besides the heroes themselves." Lex revealed. The ponies shuddered and were terrified at seeing the beloved hero and Superman at an inch of their lives.

Leaning on the window of the was Mayday, Wells and Fluttershy, the filly was brought to tears upon witnessing the state her father was in, and she feared for her mother as well. Fluttershy wrapped the child in a hug, hoping to calm her down. Wells shook his head, "Damn it... This isn't how it was supposed to end..."

The Cutie Mark Crusaders gasped, all of them scared. Wells gritted his teeth. "They better be alive and with a plan, or I may just go out there myself..."

Feeling satisfied, Lex flew away again, dragging the bodies of Spider-Mane and Superman with him in the air. The ponies could only watch as they believed their last hope to have died.

Canterlot...

Celestia and Luna shot down the last of the alien snipers with assistance from Future Sweetie and Pinkamena, who used Twilight Arms to kill them instantly. The alien bodies piled all over the city and Celestia could only look at her sister to speak, "How did a mastermind achieve such an army?"

"Reminds me of Chrysalis' swarm." Pinkamena muttered, hoping the princesses wouldn't hear her. She got an agreeing nod from Future Sweetie.

"It is a pleasure to see the two of you again, though." Luna admitted, "How long should you be here for?"

Waving a hoof, Future Sweetie answered, "Until we know this whole mess is cleared up. We're not leaving until we are sure that Luthor's plan is failed. I'm sure our friends back in our timeline would understand our absence."

"Speaking of them, are you able to explain why they are not here battling with us?" Celestia wondered.

Pinkamena growled, "Fine, but you better not tell Peter. We'll tell him when we're ready."

"You have our word of secrecy." the Moon Princess assured.

Future Sweetie exhaled, "It's degeneration." realizing that the two have no clue what she meant, she elaborated, "It's a fault in the cloning process. Basically, their DNA is breaking apart. We looked at Jackal's notes from his lair, and we found out he hadn't perfected the cloning process for ponies despite having Anti-Venom. We have tried to cure them countless times, but... They don't have much time left. We wish to see Peter one last time though when we know they are well enough to go... I'm sorry." she whispered.

Luna and Celestia were taken aback by the revelation but the former spoke, "Do not be, Future Sweetie Belle. You did your best to help your friends. We will be sure to let you tell Peter when you want to. We promise."

"Thank you, Princesses."

Pinkamena, out of nowhere, shoved the three out of the way of something. A red beam coming from the sky. The four looked up at the source, frightened.

"Ah, the capital of Equestria. Home of the Royal Sisters. And... Some familiar faces." Lex realized, spotting Future Sweetie and Pinkamena, "How are you here? And I swear you were smaller."

"Time-travel..." Pinkamena growled, "So, you're Lex? Release my friend. Now." she unsheathed her sword. "If you wish to remain in one piece." she commanded.

Lex chuckled darkly, "You cannot harm me. I have the powers of Superman, the strongest being across the multiverse. Even the powers of the Royal Sisters cannot hope to harm me." he tanked two beams of magic shot by the sisters after declaring that, getting bruised but still in the same position. "It is no use. Nothing can stop me and Equestria will be mine to control."

He was about to vaporize the four, but then a portal opened up. A flaming chain revealed itself, whipping itself around Lex's neck, forcing him to drop Peter and Superman. The future ponies caught the two as they met the ground. While Luthor was distracted, the princesses flew up and threw him onto the ground. Ghost Rider revealed himself, as well as Vibe, Twilight, Batman and Wolverine. "Go! Give Peter the serum! We'll make sure Superman recovers!"

The Kryptonite Lex had dropped when the sisters attacked him. Wolverine and Ghost Rider managed to catch it. "No!" Lex jumped up, but Pinkamena hopped in front of the two before Blaze could counter and swung her glowing hoof at Lex, stopping him in his tracks for only a moment.

"Pinkie?" Logan asked.

"Call me Pinkamena. I'm from an alternate timeline. Long story." the pink mare revealed, seeing Ghost Rider use his flame breath on the superpowered individual. Ghost Rider moved his head upon Lex punching it, feeling some pain.

"Sweetie Belle?" Twilight wondered. "Wait... You're older... Then that means..."

Sweetie groaned, flipping over Lex and throwing him. "I assume he told you... I'm sorry you had to hear that." she muttered to the lavender alicorn.

"I-It's alright. I may not forgive you, but I think I can at least start." Twilight assured. Leaning toward Peter, with Batman flipping Superman on his back, making him face the setting sun. Twilight cringed upon seeing his beaten, battered face. She was ready to give him the serum, but then a blur shot past them, revealing that Lex had stopped her before the serum was given.

"You..." she hissed.

"I need the serum... I am not sure how you got your hooves on it, but I will make sure Spider-Man never uses its abilities." Lex snarled, nearly hitting the alicorn. Wolverine stood in front of Twilight, using his claws to block Luthor.

Batman then used his REC to shoot Lex, and despite his injuries, he was willing to fight to his last breath. The Dark Knight growled, catching Lex with his Batclaw. Lex chuckled and threw uppercutted the Dark Knight, launching him. Celestia caught him in midair and he panted, clearly worn out.

"He will, Twilight. Seeing him fight in the future. Knowing what he's capable of, he'll make a comeback." Future Sweetie assured with a sigh of relief. "What was that you were going to put in him anyway?"

"The same thing that gave Lex his powers." Batman revealed, observing the pony and recognizing her, yet not at the same time, "You must be a time-traveler like O'Hara. I'm sure Peter's mentioned me, Sweetie Belle. I'm Batman." Future Sweetie could only blink at Batman's deduction, though relieved she wouldn't have to explain herself and Pinkamena once again.

Back with the fight, Pinkamena charged after Lex and he blocked her sword with his hoof. While he did so, Ghost Rider used his chain to grab the limb and slam him on the ground, creating a miniature crater as a result. "I hated Loki... But even I admit, I wouldn't have killed him like that." admitted Blaze, surrounding Lex in an aura of flames. Once the smoke subsided, Luthor elbowed him using his superspeed to his advantage.

Celestia shot Luthor in the back, and Wolverine stabbed him in the back, the wounds doing nothing to hurt him. Lex turned around and uppercutted the princesses and Wolverine. Pinkamena struggled in his grasp once he held her. "Don't struggle. I'll make you suffer." he said, his eyes glowing red. Vibe attempted to attack, the vibrations only damaging him slightly though.

"Twilight. Warp Lex and I far away from here." Batman growled, rolling onto his stomach to avoid Lex's hear vision, throwing more batarangs in his direction. He tossed a Sonic Batarang, and it made a loud ringing sound, irritating Lex greatly. He covered his ears, giving Wolverine and Future Sweetie a chance to hit him while the ringing still lingered in his ears.

Twilight nodded, focusing her magic, warping Batman, Lex, and accidentally Wolverine and Future Sweetie as well. The distance and number of people she had to warp drained her greatly and she almost collapsed, prompting Pinkamena to hold her up, "Where did you send them?"

Badlands...

Batman, Wolverine, and Future Sweetie landed face-first onto the rocky floor. They picked themselves up and noticed Lex hovering above them. "You will give me the serum if you know what is good for you three." he warned.

"You ain't gettin' another drop of it, Luthor." Wolverine snarled, unsheathing his claws.

Batman nodded, "That's right. I can tell that its effects are starting to wear down." he spat. He looked up at the sky, "It seems we are in some kind of heated area. The clouds here are thick. That means your powers aren't going to last long without exposure to the yellow sun.

Lex gritted his teeth, "I'll kill you if it means having the serum back to continue having this power." he used his heat-vision, Sweetie countering with a magic beam shot out of her horn. "Hm. You're a lot stronger than I took you for, time-traveler." he admitted with a growl.

"I've been fighting nutcases like you for most of my life." Future Sweetie quipped, hitting Luthor to no success.

Batman backflipped, avoiding a dive Lex made, and he created a crater as a result. "We have to draw out time and destroy the serum. Follow me you two."

Wolverine and Future Sweetie nodded, following Batman. Lex followed their trail, the three heroes countering each attack and dodging without ever stopping. "You three can't escape me! I will have ultimate power!" he screamed.

"Sweetie Belle. Warp us to the top of the volcano." Batman, pointing at the mountain. Future Sweetie lit her horn up and the three disappeared, prompting Lex to give chase.

Peter's Mind...

'You are weak, Peter...' said a strange female voice in his head. The conscience that represented Spider-Man within his own mind was unconscious, unable to hear the unknown voice that bellowed to him at this time. 'Beaten within an inch of your life. You are lucky I can only gain control in times like this until you release me from the prison of this mindscape.'

'Soon, I, the Nightmare will be free... But I now fall under your pathetic limitations as a unicorn. Once you free me, I will have full control once more. Like when Osborn angered you.'

Peter's eyes snapped open, but for some strange reason, they were glowing blue before fading back to normal. The wounds on his body began to heal and he staggered back on his hooves. He saw Superman and picked him up on his back, holding him toward the sun. "Peter? You're awake? How?" she asked the stallion.

The wall-crawler put on his mask in order to conceal his face. "No time to explain. I need to go find Lex. Where is he?" he asked in a surprisingly angry tone. The others assumed it was because of Lex and chose to ignore it.

"I sent him to the Badlands where Batman plans to destroy the serum." Twilight explained. "I only have energy to send you back there, are you sure you can fight him? You nearly died!"

"I'll be fine." Spider-Mane declared, "Now send me there."

Relunctantly, Twilight nodded, focusing her magic and teleporting Spider-Mane away, collapsing again. Pinkamena wrapped a hoof around her shoulder, Easy, Twilight. Don't exert yourself..." she warned, hearing the alicorn panting from exhaustion. Vibe woke up, still recovering from Luthor's assault and walked to the ponies. "Hey... You holding up?" the pink mare asked.

Cisco nodded, "Y-Yeah, I think so. Aw man... Wait what's he doing?" he looked down, seeing Superman's unconscious body float up, the wounds on his body fading away as he neared the sun. He hovered upright, his face twitching as he regained full consciousness. Superman then descended from the sky and landed, facing Twilight, Pinkamena and the princesses.

"What happened to Luthor?" he asked.

Luna pointed outward, "Princess Twilight had brought them all to the Badlands not too far away. Unfortunately, it will be quite a while before we have energy to teleport you there safely. We have all drained ourselves in fighting Luthor and Twilight nearly exerted herself."

"And my head is pounding... I can't focus on holding a portal." Vibe revealed.

Superman raised a hoof, "Then don't worry, I'll fly there myself." he took to the skies again and flew after the heroes fighting Luthor.

Batman blocked a punch from Luthor, his gauntlet nearly shattering from the force of the attack. The Dark Knight used his Gel Launcher to cause an explosion on the floor to distract Lex. While the smoke cleared, Future Sweetie hopped and scissor-kicked Luthor, flipping him across the rocky floor. The unicorn stood up and shot a bolt of energy in his direction and he was launched back, still able to fight.

"Stay down!" yelled Wolverine, bringing his claws down in order to strike the scientist.

"Never!" Lex screamed back, hitting Wolverine with his wind breath, the X-Man using his claws to stay on the ground before falling into the crater of the volcano. Logan grunted, lunging after Luthor and tackled him, the two tumbling on the small platform. Logan took a kick from Lex on his stomach, making him lose his breath.

Coming back into the fight, Future Sweetie gave Lex a right hook to the face, his face actually moving from the attack. She then smacked his side, bringing her right hoof directly into his jaw, almost breaking it if he hadn't used the serum to absorb the damage dealt. Lex snapped his head back down and grinned, Sweetie being visibly shocked, "You're a freak." she growled.

"I'm not a freak. I'm a genius."

Then, a white light appeared, and before Lex knew it, a familiar red-clad hero had held him down onto the ground, "It's over, Lex! You thought yiu weakened me! But I'll make you suffer the same way!" boasted Spider-Mane, punching Luthor as hard as he could, his hoof cracking at the feeling.

"Peter?" Sweetie wondered, recognizing the red-clad hero.

Peter ignored her, gritting his teeth under his mask as he continued to pummel Luthor. He then got up, worn out from the brief assault, seeing the mastermind unharmed, "Once the serum wears out, I will end you myself." he growled. Batman, Sweetie and Logan all looked at him confused by his new attitude. 'I must have them not know of my true state.' Nightmare said quietly to herself from Peter's mind, not until he is conscious. In the meantime, I will make this scientist suffer.'

Luthor chuckled, "I would like to see you try."

Spider-Mane and Wolverine attacked first. Wolverine used his claws to try to tear Luthor's skin, but it was unbreakable like Superman's. The X-Man headbutted the scientist, his head able to take the blow and recover. While he was stunned, Spider-Mane shot a web-line on his leg and yanked, tripping him. He then pulled again, pushing Lex in their direction, and he kicked him while he was down. He then used his impact webbing to cover Lex's face, aiming it perfectly.

Using his heat-vision, Lex burned the gossamer from his eyes. But he was unprepared for Future Sweetie using her magic to hold him up and throwing him on the ground. She then released him, hitting him with a beam of magic, the scientist using his ice breath to counter. Sweetie's magic proved powerful and managed to hit Lex, launching him across the small ring. He got his bearings and flew forward, grabbing the mare in the process.

Batman threw a batarang and used his Batclaw, aiming it s that it grabbed Lex by the hoof and he spun slightly, making him release Future Sweetie while he attempted to shake off the bat. For some reason, he struggled in the claw, meaning that the worst outcome is beginning to happen to him. "Losing your power, Lex? I expected it." Batman boasted, slamming him on the floor.

Future Sweetie and Spider-Mane attacked Luthor together. The future unicorn backflip-kicked the madman and drove her hoof into his barrel, allowing Spider-Mane to use the last of his webbing in order hit Lex woth his impact webbing, making him stumble backwards from the force of the gossamer. He then pummeled Luthor again and again, blood actually appearing on Luthor's face and his own hooves. 'He shall suffer for his false godhood!' said Nightmare.

"Kid, stop!" Wolverine ordered, grabbing Peter's hoof.

"The serum is wearing off. That's enough." Batman revealed.

Panting, Peter looked down, seeing the actually bruised and beaten Lex Luthor. The scientist opened his eyes and were glowing red. For the first time in a while, his Spider-Sense went off and he flipped backwards, avoiding the beam. 'My time is over... Peter... You will free me soon enough.' the Nightmare said before fading away back into his head, giving Peter control.

Then, something happened in Peter's mind and he shook his head. 'Woah... That was weird... Did I just black out? Wait, why am I standing on top of a freaking volcano?!' he realized, freaking out inwardly at his situation. 'Lex still has the serum in him, so I'll focus on the whole memory loss thing later.'

Lex tried to fly, but he was only able to hover before he fell back down. "N-No... Not now." he used his ice breath, the power still working for the moment. Future Sweetie erected a forcefield in order to cover the group, stepping in front of them. She then created a magic sword and swiped at Lex, the magic blade cutting him a little as a result.

Holding his shoulder, Lex managed to jump foward and reared his hoof back, where Wolverine deflected with his claws, "Seems yer magic juice is wearin' out, Lex."

"No... I must have more." panted Lex.

"Nope! Sorry, but this is an intervention!" Spider-Mane quipped, uppercutting Lex.

Batman threw two batarangs in Luthor's direction while Peter held him down, driving his projectiles into his shoulders, making him scream in pain as a result.

Lex headbutted Peter, making him yelp in surprise. Future Sweetie swerved her body as Lex neared her and drove her hoof into his chest, making him lose his breath. He panted, feeling himself get weaker by the second.

"You cannot beat me... I am a god now... I have killed Loki... These worlds shall be reborn." he panted heavily, staggering backwards. Unknown to him, another pony descended from the sky. He bumped into them and he turned around, his eyes going wide at the sight.

"Surprise." quipped Superman, being the one to knock Lex unconscious at last, the serum finally wearing off. He dusted off his hooves and looked at the heroes. "So, it seems it finally wore off. Nice to see you're all--" he was cut off by the sound of rumbling.

The volcano shook, surprising Batman. The serum he had fell off his person and landed on a small platform surrounded by lava. Spider-Mane, being the closest to the edge, fell down, Batman making a run for it and grabbing his hoof. "Clark! Take Logan and Lex back to Canterlot! Sweetie, warp yourself to safety!" he ordered, "The two of us will be fine when you get back!"

Superman nodded, "I'll be back as soon as I can, Bruce." he grabbed Lex and Wolverine, flying away. Sweetie glanced at the two before gulping and warping away. This left Spider-Mane and Batman to survive as the volcano began to erupt.

"Bats! The surface here is too hot for me to stick too! Let me go and I'll use the serum!" Spider-Mane yelled, Batman never letting go of his hoof at all.

Batman gritted his teeth, "It's too risky, Parker! You won't survive the heat!"

Spider-Mane snarled, "I can use the serum! I can study it, replicate it! That way, I can use the power Lex had, but have it be handled responsibly in my possession!"

"I'm not letting you do that!" Batman shouted back.

"Don't you get it!? Once you leave, I'll pretty much be back to protecting Equestria on my own! I can use the serum to ward off any threats! That way I can handle anything that threatens this world without putting my family or friends at risk!"

"Give me your other hoof! I won't let you use it!" Batman shouted.

"No! I won't fail anyone else like I've done before! I lost Uncle Ben, Gwen, Captain Stacy, and so many others died because of me! Just let me do this! Lex almost won because he had this power!"

"Peter..." Batman began to say sincerely, "Let it go... You're not in this alone! Your friends and family are always by your side, you have a wife, a daughter to care for. They're always willing to join you in battle, they know the risks and so do you. I'm not letting you risk your life for this serum. I'm not letting you end up like me. A loner without anything to fight for but the city he lives in. You're not a failure, Peter, far from it. Don't do down the wrong path of wielding selfish power."

Peter began to frown, "Bruce... You wonder why I look up to you? You have no family besides Alfred, you lose sight of yourself sometimes, and you live in one of the dreariest cities in existence, but you always continue to fight the good fight unlike me, who is willing to quit at the firxst chance something goes wrong. You say you have no friends, yet you have an ally in Superman and the Justice League, and you have an entire group of crimefighters willing to stand by you. Heck, I like to think you as a friend." he raised his other hoof, "I'm not letting you down."

Batman gave Peter a soft smile and helped him up, the volcano rumbling again. "I'm glad you made the right decision."

"Thank you, Bats." Peter sighed.

Superman flew back as they spoke, landing near them in a rush. "Hold on you two. We're getting out of here." he wrapped his hooves around Batman and Spider-Mane and flew away right as the volcano erupted as they got away.

The battle was over. All that was left was to go celebrate.

Tartarus...

Discord whistled innocently as Green Goblin stepped up to him, "Why are you giving me that cold stare, Norman?" he wondered, a halo appearing over his head. "I have done no wrong."

"You were the one who gave the heroes the serum. Tirek believes that Loki left a spare in case of betrayal, but I can see through your act." he poked the draconequss. "You have gone soft for the ponies, haven't you?" he whispered.

The spirit lowered the Goblin's hoof, a scowl on his face, "No, I have not. Think about it, Osborn. If Lex had won, then he would have killed Spider-Man and conquered Equestria. With that, the Sinister Six plan would have fallen apart and you would not have gotten another shot at tormenting your old enemy. So, you should be thanking me, Norman. By quietly intervening I have given you the chance to kill Spider-Man once again and our plot may continue to fruition." he revealed. "That, and he killed Loki. He and I had a mutual respect for one another, and I wanted to make sure he was avenged."

"I see... So, should I keep shut about this to Tirek?" Norman asked, realizing the draconequess had a point.

"Correct, Norman. If he were to find out about my role in this, he would no doubt betray us. In the meantime, I will alert Starlight Glimmer of a new friend of ours once our Sinister Six invasion begins. Once we're done, ai'll allow Sigma to have his fun with the wall-crawler."

The Ultimate Alliance

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The ponies all gathered around in Canterlot. The time of war was over, and the call for celebration had begun a few days after. Princess Celestia and Princess Luna had decided to host a celebration of the heroes who had saved their world and countless others from the Legion of Doom. The Royal Sisters stood in front as well as Shining Armor and Cadance, who glanced behind them at the large row of heroes that had been in Equestria to stop Lex, Loki and the Legion.

In the center were Spider-Mane, Twilight Sparkle, Wolverine, Batman, and Superman. Standing next to them were the Elements of Harmony, Trixie, Sunset, Spike, Black Cat, Zecora, the Spiders, the Avengers, Iceman, Human Torch, Ant-Man, Deadpool, the Guardians of the Galaxy, Vibe, Harrison Wells, the Justice League and the future ponies. The celebration wouldn't have been this big if it hadn't been for a certain pink pony handling the party.

The crowd cheered at the heroes, who all waved at the ponies who rooted for them. In the crowd were Twilight's parents, proud of their children and Peter, the Cutie Mark Crusaders, and Aunt May, who had watched over her grandniece. She smiled at Peter, who saw her and grinned back, waving at the two.

Each of the heroes were given a medal after the speech, even Ghost Rider, who was back in his normal form. For once, Peter felt that everything was heading in the right direction. After everything that has happened in the past few weeks, even he had to admit that this break was a nice little reward.

A while later, they all met at a reception hall, the heroes gathered around once to relax.

"Yeah, I can get used to this." Stark bragged.

"Don't get too full of yourself, Stark" Cap lightly scolded, a smirk on his face.

"Yeah, that's supposed to be my thing." Hal quipped.

Deadpool hopped in between Hal and Stark, "Easy, gents. We all know the king of showboating is yours truly. Also the king of motorboating, but that's a different subject."

"Now I'm left wondering how he's a national hero." Kaine sighed.

"You and me both. At least Frank isn't here." Peter responded.

Eddie looked at his medal, "Huh. So..."

"We told you that you can change." Fluttershy said to the former villain quietly.

"So, you're future me?" Pinkie asked Pinkamena.

Pinkamena rolled her eyes, "For the thousandth time, yes."

"What happened where I become super sad like you?"

The older counterpart to the pink mare shook her head, "It's better if you don't know. I'm not the jolly bouncing pink blur of sunshines and rainbows like you now or I once was." she walked away, leaving her younger self to ponder.

"Being thanked in a world of ponies. This is new." Johnny Blaze admitted.

Johnny Storm shrugged, "Eh. Being in different dimensions, it sure beats Annihulus and the Negative Zone for sure, the people here are actually friendly."

Miguel walked to Sunset, the two embracing and giving each other a brief kiss. Peter was passing by to talk to Ben and Kaine and witnessing it accidentally, "Dude..." he muttered, seeing O'Hara wave to his marefriend, "You two? Huh, I'm gonna need time to process this."

"Called it." Trixie whispered to her roommate, only leaving him more confused.

Smirking, Miguel replied, "It was a surprise to me too, Parker. But I want to see where this heads as long as I'm here. This could be fun."

"I'm sure it will. If you need advice, you know who to go to." Peter pat his successor on the shoulder.

"Thanks, Parker. She's special to me... And I don't want to ruin it."

Peter chuckled, "It's weird hearing you be all mushy. Oh, this will be something else." that earned a playful scowl from O'Hara as well as a jab to the side before he joined Parker.

After the brief conversation, Peter and Miguel went to go speak to his clones and Eddie, "Hey, guys. Pinkie went all out this time, huh? So, what were you discussing?"

Kaine relunctantly sighed, "I'm thinking about hanging up the First Spider costume once we go to Earth for good, Parker."

"And I'm telling him it's a bad idea." Ben added.

"I've seen too much, and done too much wrong to be considered a hero for a world I've wronged." the first clone grunted, "I can't be a hero if those doubts linger in me."

Eddie crossed his hooves, "Even I managed to put my sins aside, Kaine. You can do the same."

"No, I can't. What Loki did to me... I can't forgive myself for it. Ben was in a coma and I lost myself. I lashed out at each of you for something out of your control. If Ben wants to be a hero, than he can go, but I'm done playing superhero." decided Kaine.

"Hm..." hummed Peter silently.

"What?" asked Miguel.

Without saying a word, Peter threw down a notepad on a table, revealing a sketch. It looked like his Spider-Man costume, but the spider-insignia legs covered to his shoulders, the blue on the side covered the arms and the web-shooters were exposed on the wrists, and the red and blue merged at the legs. The Spiders realized that it was a new costume design once they read what Peter wrote.

'Costume idea: Spider-Man II.'

"What the shock is this?" wondered O'Hara.

Exhaling sharply, Peter elaborated, "It's something I've been thinking about. I was gonna ask the two if you if one of you were willing to continue the Spider-Man mantle back in New York once you arrived. You get to live your own lives, not in Peter Parker's shadow. But this is all I'm asking... You don't have to if you really don't want to. I promised you that you can live your separate lives, and it probably sounds a little selfish to ask for."

Ben looked at the notepad again, observing it again. "Did Rarity help you design this suit?" he quipped.

"You know, she was the first person I suggested it to, and she liked it." Peter revealed. "Like I said. It's a suggestion, I'm not pushing you guys to do it, but since Kaine made up his mind to stop, I guess I'm just asking Ben about it at this point." the clone then put down the notepad to give his answer, having thought out the options. Deep down, he knew what he needed to do.

"I'll do it." Ben decided.

"Y-You will?" studdered Peter.

"Yeah. Earth needs a Spider-Man. I'll be willing to continue your legacy, Peter."

Smiling, Peter spoke, "Thank you, Ben. Kaine, are you sure you're done the hero business? At the very least, you should keep an eye on one another. Whether as a hero or a civilian."

"...Let me think about the whole hero thing before I answer." the first clone muttered.

Eddie smiled, "I had a feeling you'd come around. How about this? I'll guide you around for a bit and give you a feel on your own. Then, maybe we can have a team-up?"

"I'd like that."

Sometime passed, the future ponies left to their timeline. And Peter trotted to Rainbow Dash, Human Torch, Iceman, and the Avengers, "Cool guys, right Dash?" Peter nudged.

"Heck yeah! Especially Johnny!" Dash cheered, high-fiving the blue pegasus. "He and I have so much in common."

Peter laughed, "Had a feeling."

"Hey, Peter." Cap called out.

"Yeah, Cap?"

Steve extended a hoof, Peter taking it and shaking it, "It was an honor seeing you again. To fight by your side. Seeing you take charge... I was glad to see my theory right." he revealed, patting the wall-crawler on the shoulder.

"Theory?"

Stark nodded, "That you would be the next great hero. The one to follow in our footsteps the right way. And honestly, there wasn't any doubt, especially after what we saw when you handled the Legion of Doom without us and Superman. You managed to band together a team of unlikely heroes from across three worlds. A 'Superhero Squad' as Cisco and Wells called it."

"I can't take all the credit, Tony. I had my Equestrian friends, the Spiders, Wolverine, and Batman guiding me." Peter said humbly. "This couldn't have happened without them being by my side."

"And that's what makes you a good leader. You put your trust in your teammates, always looking to them. Keep up the good work, soldier." Cap complimented. "You even allied with Deadpool, Punisher, and Ghost Rider. An impressive feat."

"Stop, yer gonna spoil the kid." Logan teased.

"Oh, hey Logan." Peter greeted, the stallion waving to his oldest superhero ally.

"Hey, Parker. Ya did good out there." he complimented, "Keep it up and I may just learn how to tolerate ya."

"Then how did you put up with me since the start of all this? In fact, I seem to recall you and Batman being the only ones to find their way here at first."

Logan smirked, "I did what was necessary."

"Come on, Wolvie. You know you missed me." Peter teased.

"Don't call me Wolvie." the X-Man shook his head.

Batman and Superman passed him, "You annoyed him again?" asked the Man of Steel.

Rubbing the back of his head, Peter joked, "Yeah. He hates the nickname."

"Well, I'm sure he missed teaming up with you," Superman assured, "So, are you feeling better?"

"Believe it or not, yeah. I feel great." Peter said. "I just wish Lex hadn't embarassed us like that."

Batman nodded, "Remember, Peter. You are one of Equestria's heroes. They can depend on you for hope. Something not even Lex can take away."

Smiling, Oeter looked at the Dark Knight, "Thanks for that, Bats,"

The party continued well into the night, where the various heroes had to go back to their own worlds. Strange and Fate had revealed through Vibe that the barriers between their worlds will be open for at least a few weeks, meaning that they could visit in that time. At the very least, Strange and Fate wouldn't have to focus on keeping the rifts open anymore.

Peter and Twilight leaned on the balcony, Mayday stanfing in between them. "Hey, so I've been thinking..." the stallion began to say, "About what happens once everyone goes back to their world. Not that I don't like them here, but..."

"But what?" wondered Twilight, tilting her head in confusion.

Memories flooded his mind once again, bringing back rough emotions as well as his final battle against Lex pushing him forward. "I was thinking about adding another member to our little family. With everything that's happened, I feel that it would be nice."

"I can be a sister?" Mayday asked in delight.

"I would like that." Twilight said with a soft smile. "A son or another daughter?"

"A son. When the time is right of course, and when you're ready. I don't want to rush into things if you don't want to." Peter assured, embracing his wife for a kiss. "But if it were a son, I've had a name running around in my head for a while. If you're okay with it of course."

"If you want to." Twilight replied, holding his hoof.

"Benjamin." that earned a surprise stare from the alicorn and the filly, "After my Uncle Ben, and my clone brother too. I was maybe thinking of keeping Kaine as a middle name, but it sounded too extreme, like he would be secretly working against us or something."

"I'm sure that'll never happen." Twilight giggled.

"I-I like that name." Mayday beamed, "I get to be a big sister!"

"Soon, May." Peter calmed her down, "Once you get older you will. In the meantime, we have a large number of guests." he said.

The Parker-Sparkle family watched the stars in Luna's sky, enjoying the quiet and each other's presence. Even though their friends would have to go back to their worlds at some point, they would savor the time they have together.

DC Universe, Outer Space...

A fleet of spaceships hovered within the vast reaches of the cosmos. Within the hollow ships were tall, yellow creatures with fangs and a red dot on their heads. One of the soldiers looked at the monitor and spoke to their leader.

'We sense more energy. Even breaching the dimensions.' it said in a strange language. 'It is magical in origin, but we also detect something else in the breach besides the magic. Something similar to the metagene of this universe. They can bring about our end if left unsupervised.'

The leader looked at the readings, 'Metahumans... Even more worlds of them. These superpowered individuals can bring about the destruction of our species. Like the heroes of Earth, they can be reckless with their gifts. We need to eliminate them before they plan the extinction of us when they still can.'

'What are your orders?' another alien questioned.

'We will open a portal to these dimensions and attack the superpowered population as well as the sources of magic, our kind will not fall to them.' it said, clenching a fist. With the order said, the aliens began to create a portal to the other dimensions. It would take some time, but they will succeed. 'If they can breach dimensions, then they are a threat to the Dominators.'

Even though the Legion of Doom had been defeated, a new threat was coming soon. A battle unlike anything the Equestrians have seen. Something that the heroes would never predict at the time of peace.

The Dominators are coming.

Epilogue 1: Super Cafe

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"I can't believe you made me agree to this..."

Batman groaned as he planted his face on the table. The night before, Peter had invited the World's Finest for a small meal at a cafe, in costume. They sat at a booth right near a window. Spider-Mane sat next to Superman while Twilight sat next to Batman, the Dark Knight not enjoying his current predicament.

Chuckling, Superman placed a hoof on the table, "Ah, c'mon, Bruce. It's a nice break. Thank you both for inviting us. You really didn't have to do this."

"Think nothing of it, Superman." Twilight assured, "I'm just glad we can finally rest and not have to worry about the Legion of Doom anymore." she said, taking a bite of her salad.

Batman took a sip of his coffee, his hoof never leaving the handle. The superhero leaned back on the chair, allowing Peter to speak. "Y'know, this is nice. Just four heroes sitting back and having some breakfast at some cafe. This doesn't happen often."

"I dunno. Bruce and I do this everytime we want to discuss our adventures." Superman joked.

"No we don't." Batman responded.

"Anyway..." Superman trailed off, "What happened that led to you staying in this world, Peter?"

"I can explain." Twilight began to say, "A dragon was attacking Ponyville, and our magic was nullified for the most part. I had obtained a book to summon the 'Greatest Hero in the Universe' and I used it, bringing Peter to our world."

Batman wanted to say something, but he took another sip of his coffee, choosing to remain silent.

"Quite a surprise for me at the time. I had to fight off a dragon, was turned into a pony, and had to stay in this world until I was given a way back to Earth. In that time, I adjusted to this society, fell in love with Twilight and fought some strange creatures. There was a lot of sad moments, bonds were formed, and I felt extremely guilty at the time, which seemed to define my life for those few months."

"I see." Superman replied, "I heard about what happened to Gwen. I didn't know this was right after."

"Turned out a psychic named Madame Web was the one who brought me the book and she urged me to learn his past." Twilight revealed, "It was through learning what he had gone through which honestly was what made me fall for him. Besides his personality."

"And I love this bookworm. We completes each other in everyway. Where I slack off, she pushes me to work harder. Where she gets stressed, I help her loosen up." Peter added.

The wall-crawler continued, "So after proving myself, facing a dark king and a drunken game of charades, we learned that Green Goblin was wreaking havok on my world and we used a mirror to go there. We fought mind-controlled heroes, reunited with Wolverine and Black Cat and saved the world before we got back."

Batman looked at the couple, "Well then. I guess that answers a lot of questions."

The four conversed for a little while. Batman and Superman discussed some of their past adventures while Peter and Twilight brought up the months leading up to Mayday's birth. This all culminated into Batman realizing something.

"Parker. You do know I do not prefer going out in the daytime in costume." Batman pointed out, "Do I have to remind you why?"

"I dunno. Why?" Peter wondered.

"Because I'm Batman!" he hissed.

Superman and Twilight looked at the Dark Knight confusingly, "Have you been wanting to say that?" asked the lavender alicorn.

Batman smirked, "Maybe."

Superman laughed, "I can't believe you did that. Up top!"

Peter rolled his eyes, "C'mon, Supes, you know Bats is gonna leave you hang-" he cut himself off at the sight of Batman and Superman high-fiving. "Okay, did Nightwing take your costume or something? You are acting really weird today, Batman."

"Maybe I wanted to mess with you. I'm not brooding all the time." Batman discussed.

Crossing his hooves, Peter huffed, "Go out for breakfast and Batman is the funny one. What parallel universe did I end up in?" he mumbled while pouting.

"Lighten up, Peter. We can have fun for once." Twilight cooed.

Shaking his head, Peter smiled, "Yeah, you're right."

And the breakfast went on, the four actually conversing and enjoying the time of peace.

Epilogue 2: Worlds Will Collide

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One year after Discord's plan...

Starlight Glimmer trotted around her hideout. Ever since Discord and Tirek's Sinister Six plans fell apart, she had to hide out until the initial search for her ended. The unicorn knew that it may take a while, so she at least resided in a small shack hidden from civilization in a forest. She had to live on her own until she could enact her own plans to stop Spider-Mane and the Elements of Harmony.

But she looked at the paper Discord gave her. She received it after the Legion of Doom was defeated. Knowing that, she lit up her horn, creating a small vortex.

"Let's see if this works." Starlight muttered, seeing the purple vortex open up at last.

A metal clang was heard, revealing a foot. "Yes. Finally. I see that you have summoned me." greeted Sigma. "My name is Sigma... I thank you for calling me back here, Miss Glimmer. Discord told me about you when we made our agreement. Speaking of, is he still around?"

Starlight shook her head, "No, Spider-Mane foiled his plans and he gave up his plans from what I heard. It has been a few years since you last spoke to him."

Sigma clenched his fist, his form not changing when he arrived in Equestria, "I see. For me, it feels as though little time has passed. I see even I can breach time and space at my convenience. But that is not why I am here. I assume you are allowing me to use this world for my purpose."

Nodding, Starlight continued, "That's right. Discord said you were able to fulfill my goal: Equality in all of Equestria."

Sigma smirked, "Yes, that's correct. But before I elaborate, I feel as though I should introduce you to my allies. The ones who helped build the Unity Engines."

Three figures stepped out of the breach, revealing themselves at last. The first was a large yellow monster with a spiky turtle shell. Starlight honestly couldn't figure out what it was. Next to him was a tall human, wearing a red coat and a brown bushy mustache under a pink nose. On his bald head were goggles. Finally, there was another scientist, shorter in stature and older judging by his gray side-hair and mustache.

"Starlight Glimmer. Meet Bowser, Dr. Eggman, and Dr. Wily. The three of them will prove in fulfilling our goals." Sigma introduced.

Bowser laughed, his claws holding his shell, "Bwah ha ha! I didn't think we'd up in a world of colorful ponies!"

Eggman crossed his arms, "Another world of animals. Feh, first the hedgehog and now ponies."

"Well, it beats the blue helper robot." Wily growled. "Anyway, Sigma hasn't said much about this world anyhow."

Starlight raised a brow at the odd team, ignoring their rude remarks, "What do you plan on using Equestria for?"

Eggman raised a finger, "Ah, yes. The Unity Engines. Think about it, Miss Glimmer, a chance to make all worlds equal. Not just Equestria. I come from Mobius, Bowser comes from the Mushroom Kingdom, and Wily and Sigma come from a separate Earth in two separate points in time. These worlds and Equestria will be the starting point of a merge that will unite the dimensions as one."

"Sounds tempting." Starlight admitted, "So these worlds will merge together with these engines?"

"That's right!" Bowser responded, "I'm not much of a scientist, but even I can't wait to enact this plan."

"But like you, we have our own enemies." Wily continued. "But we have a plan to stop them and Spider-Mane. Mario, Sonic, Mega Man and his successor..." he growled the last word, "Mega Man X. They are called the Deadly Six, and under Sigma's control we can bring them down. The plan is brilliant."

"What about Spider-Mane? Once he finds out you're here, he'll want to stop you." Starlight realized.

"Ah, yes." Eggman said, "What you don't know about Wily and I is that we are robot builders. I have created a robot that can match the heroes in speed and power, Mecha Sonic, the upgrade to my other robot, who is looking for something else. Once we bring them down, we want to turn them into robots so they can place the Engines in these worlds while we watch."

"And I have minions." Bowser added, "Should they turn back to normal, they'll have to face our armies."

Sigma chuckled, "What do you say, Starlight Glimmer, do you wish to aid us?"

"How can I not?" Starlight replied, "And perhaps I can help you. You wish to find more worlds to merge. I know of one that has a small number of heroes like yours. And with you here, the rifts seem to have opened our worlds again."

Sigma opened a portal, "To where you wish, Starlight." said unicorn used her horn to mark the location down, creating a rift window, where they're able to see the world but not actually enter. "Hm. Another Earth. What makes this one so different?"

Suddenly, the sound of thwipping got the villains' attention, revealing a hero swinging off a thread of web on the side of a building. She wore a white hoodie costume with black covering her arms, chest and legs. She wore a white bug-eyed mask under her hood. "Gentlemen, this is the Earth of Gwen Stacy, the Spider-Woman of her universe. Her world has very few heroes, her being the most prominent."

"I see." Sigma said, putting a finger on her chin. "Thank you for bringing this to my attention, Miss Glimmer."

Starlight smirked, "You're welcome, Sigma. As long as I get a part of this world order."

"Yes." agreed the robot.

"Finally! Let's get this over with!" Bowser yelled.

Mobius...

A blue hedgehog wandered the forest, using his superspeed to cover as much as possible. On his gloved hand he held a radar, it beeping as he moved forward. He hopped off the side of a tree to push himself forward. The beeing got louder and more repetitive as he moved ahead, and he knelt down.

Sonic pushed aside some leaves, discovering a small glowing gem. "Finally. An emerald. Hopefully I can find the other six before Egghead does, wherever he is."

With that said, Sonic zipped off, Chaos Emerald in hand. Unknown to him, a strange metallic creature was watching him, crossing its arms. "Little does he know. The emeralds are scattered across worlds this time." it said.

"I'll strike once I head to Equestria." Mecha Sonic muttered, using the emerald in his possession warp away to the other world.

Bonus: Another War, Another World

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Months after the Rifts Closed...

Peter and Twilight lay peacefully in their beds. Months have passed since the heroes of both Earths went back to their worlds and for the first time since Miguel showed up, Peter was back to being the only Spider in Equestria. He moved around, his memories triggering a nightmare he knew all too well.

He floated down a black abyss, seeing images of his friends, family, those he had parted with from the Earths. His eyes fluttered open, finding himself falling headfirst. Getting his bearings, Peter flipped himself around and landed on a purple stain-glass painting now transformed into a human. Images appeared in the void again, showing him Future Rainbow Dash, Future Trixie and Future Applejack perishing during his time in the future to the death of Gwen once again, haunting his mind.

Peter saw a bright light overtake the blackness of the void before the nightmare could continue, changing the image of the stain glass window he stood upon from Twilight and the Elements of Harmony into a picture of himself standing on the center, with five other figures surrounding him in smaller circles. He recognized some of the people while the rest looked somewhat unfamiliar.

'Peter...'

"Huh?" the voice snapped Peter out of his trance, "Is this the same voice again? The light is new."

'No... The nightmares you face must be overcome on your own. I am here to deliver a message.'

Turning around, Peter noticed that he was in his Spider-Man costume. He immediately saw the hooded mare, a stranger to him. But even he could tell she was powerful. "Okay. So, do you want to introduce yourself or should I just accept that I've gone insane?"

'Do not worry, Peter. For my visit is merely temporary. You may call me Solar. And I have come to this world to bring you a warning of dark times ahead.' Solar introduced.

Crossing his arms, Peter looked at the mare, "Hm. Dark times ahead? Again? Look, Solar, I've dealt with enough already. What threat is coming this time and why are you warning me Madame Web style?" he wondered, a little confused.

Solar bowed her head, 'My apologies for bringing this upon you. But I have been travelling to different Equestrias. Meeting different heroes displaced from their worlds. You may recognize some of the people in the portrait we are standing on.'

Peter looked down, taking a closer look at the images, "Hm. Yeah, you're right. I see Batman, and Mega Man. Some green guy with a red mask, I think I've seen him. And I think Rock told me about the guy in the red hat, and that blue spiky thing. Yeah... What does this have to do with me again?"

'The six of you represent something, Peter: Determination, Confidence, Purity, Hope, Trust. They are like the Elements of Harmony, but have a different aspect, and they are different versions of heroes you have met with their own experience in Equestria as well. You, Peter, represent Responsibility and Harmony. The six of you shall use these traits if it means bringing down the foe who can destroy everything. My biggest mistake for a hero to summon...'

Peter raised a brow, "And who may that be exactly?"

Solar lit her horn, changing the stain-glass window once more. This time, it changed into the image of a green-hooded person wearing a metal mask. Recognizing the figure, Peter clenched his fist, knowing who the threat is now.

'He is an old foe of yours. Doctor Victor Von Doom.' revealed Solar, 'He is in my world and has formed a Cabal with five other malicious beings from the worlds of those heroes I have chosen. He believes what he is doing is right, but the end of all may come to pass.'

"Doom?!" shouted Peter, "Johnny mentioned he vanished... So he ended up in an alternate Equestria!?" seeing Solar nod, it made Peter worry greatly.

"How is it that he can bring the end?" Peter asked.

Sighing, Solar gazed at the ground, 'There is an organization in my Equestria that seeks to manipulate Doom's Cabal into furthering their goals. You, the Warriors, must convince Doom to change his ways, even if it means going against his organization before facing the group that seeks destruction.'

Silence passed between the two until Solar cleared her throat, 'Are you willing to aid us, Peter? You have been in Equestria longer than the other heroes. They can use your experience. We will leave once the last member discovers himself, then I will bring you to summon him as he is fighting Doom right now.'

With a defeated sigh, Peter answered, "Yes. If you need all the help you can get, especially against Doom, then I going. If I can, I'll make sure that Doom doesn't get too crazy."

A smile was seen on Solar's muzzle, 'Thank you, Spider-Man. I shall now awake you as the sun is rising. We will meet again...' she faded from Peter's mindscape and left Peter with a good rest for the first time in a while.

Waking up, Peter noticed a hoof wrapped around Twilight, who slurred awake. "Peter...?" she moaned.

"Hey, honey. Slept well last night, sorta." revealed the stallion.

Opening her eyes, Twilight gave him a confused glance, "And how is that?"

"Oh man, how do I explain? Well, basically a strange being from another dimension recruited me into a team and wanted me to help fight against Doctor Doom and a league of five other villains. Batman is gonna be there as well as Mega Man. Though, I'm not sure if you would let me or when it is."

Twilight frowned, it was true she wished that Peter and her could enjoy the peace, but she knew his motto and a soft smile appeared on her muzzle, "Go, when she needs you to go. I know you'll make it back." she comforted.

"Thanks, Twi. I just thought you should know." he kissed Twilight softly, finally getting up from the bed, "But explaining things to Mayday may be a little harder."

"I'm sure she'd understand."

Invasion: Gang's Back Together

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Ponyville, Equestria...

It was just another peaceful night in Equestria. Peter and Twilight slept soundly, Mayday cuddled up in between them. Peaceful snores escaped their nostrils and first the first time in days, Peter had yet to have another nightmare haunt his mind.

But an all-too familiar tingling sensation in the back of his head caused him to open his eyes. A quiet yawn was heard from him and he refused to budge from his spot. 'Stupid Spider-Sense... Everything's fine... Nothing could go wrong tonight... So don't wake me again.' his mind ran off and was tired as well. He closed his eyes again, hoping to drift back to slumber.

The stallion's Spider-Sense went off again, forced him to sit up. Peter rubbed his head while cringing, "Alright, I'll bite. Let's see what's got my head so worked up." he muttered to himself, getting off his bed so that he didn't awake anypony.

"Where's my costume--" Peter paused. His ear twitched at a noise. It sounded like something was coming down. As fast and quietly as he could, Peter put on his costume and hopped out the window, hoping to find the source of the noise. He jumped onto the top of the Treebrary, surprised by what he saw.

'A meteor shower? There wasn't anything saying that'll happen.' thought Peter. He shot a strand of webbing outward and sling-shotted himself forward to get a closer look. Loud trembles could be felt from the Everfree Forest, and so that's where Peter decided to head to.

The wallcrawler landed on the grass after making it. 'That's not a meteor...' he thought. The stallion slowly inched closer to whatever it was that crashed. It looked to be metallic and there were a few of them. Spider-Mane's Spider-Sense gave him a headache as he moved closer to the object, but he ignored it so he could get answers.

Peter put a hoof out to touch the metal object, but once he did, a forcefield ejected him outward, causing him to leap backwards and fall on his back. He grunted as he heard and saw what appeared to be a door lowering itself.

Then, out of nowhere, a mass of figures stepped and ran out. They were tall, yellow, thin and had red dots on their foreheads. As they all ran into the forest, one of them stopped to lower itself to roar in Peter's face, surprising him. The stallion was frozen in fear and could only watch as the figures ran into the shadows.

Once they were out of sight, Spider-Mane stood up, in diebelief over what he saw. "Crap... No no no..." he muttered to himself while pacing back and forth. "Not aliens..."

"Are you shocking kidding me?" Miguel asked.

Peter had brought out the Spiders, and Twilight after waking them up. They decided to leave Trixie with Mayday in case something were to happen. "Yeah... It just doesn't make any sense." Eddie added, "Why come out now?"

"I have no clue. Heck, I don't even know what they are." Peter relied with a shrug.

Kaine tilted his head, "And you said they all just ran into the forest. Why didn't you do anything?"

"Because I had no clue what to do!" admitted Spider-Mane, "There was a surprising number of them walking out of these pods. The closest thing this world had to an alien invasion was Loki using the Chitauri as generic minions."

"Aliens... And you have no idea as to what they are?" Twilight repeated, seeing her husband shake his head. "Perhaps one of our friends know what they are." she suggested.

Peter nodded, "I was gonna call them for help anyway. There are two teams I can depend on for alien invasions: The Avengers and the Justice League. I can ask Strange and Fate to open a rift in the morning to see if somebody can come."

"Sounds like a plan, Pete." Ben replied, "Just know we're with you every step of the way." the stallion smiled at his clone's words.

Morning came in Ponyville and Spike, Fluttershy, Rarity and Mayday were led to Sugarcube Corner until everything was cleared up. The heroes had reached out to Strange and Fate, asking if any heroes were available. Unfortunately, there were few left at the moment in both Earths, but Peter decided to call upon anybody who was able to. And so, the team awaited the portal in the living room, and it came.

The first two to step out of it were Wolverine and Batman. "Heard ya needed some help." Logan quipped.

"Yeah. This won't take long hopefully." Peter responded. "Thanks for coming guys."

"What you described sounded familiar. We may be able to offer an explanation once everyone arrives." Batman added.

Trixie crossed her hooves, "So, it's something from your world? Hoo boy..." she muttered.

Batman narrowed his eyes, "Maybe."

The Flash and Ant-Man were the next to come out. "Woo. Another alien invasion! Just what I needed!" Scott yelled in a sarcastic tone, falling to his hooves.

"Aw yeah, now we got a team!" Rainbow boasted, "Where's Quicksilver at?"

The Flash gestured behind him, "X-Men stuff. They could only bring Logan here. Mister Sinister or something attacked. I didn't really pry for details, but we got plenty of people here as it is."

Peter chuckled, "You're telling me. The last thing I need is for this place to get crowded like it did when the Legion attacked."

Star-Lord and Deadpool came in next. "Wade!" Pinkie called out.

"Pinkie!" Wade called back.

"You guys just saw each other last week." Eddie reminded the energetic duo. "Why the grand reunion?

"Shut it, Brock!" Deadpool warned, "I can't miss my bestest friend in the history of ever?"

Twilight furrowed a brow at the sight of the space outlaw, "Why are you here, Quill? Shouldn't you be with the Guardians of the Galaxy offworld?" she questioned.

Star-Lord shrugged, "Thought you could use my awesome wit and ingeneous skills in order to defeat these aliens. After all, who better to fight aliens than an intergalactic hero? Plus, I was still on Earth. Ship upgrades and all that jazz."

"Is that what you call yourself?" Trixie muttered to herself.

The last two to reveal themselves were Captain America and Superman. Even Peter was surprised by their presence, "Cap! Superman? I thought the JLA and Avengers were busy?" he wondered.

Cap placed his shield on his back, "I told Tony he could lead the team for today. I'm sure his ego would like that. It was only a low-scale breakout at the Raft and Scott volunteered to come with me. Hulk and Thor are offworld at the moment as well. But they'll be fine handling things while I'm gone."

"And the Justice League is busy individually. Batman and I were available to come. But it looks like we have enough allies anyhow." Superman explained.

"Looks like it." Ben chuckled. "So... What do we do?"

"I would say decide on a leader considering how odd of a team we are." Sunset chimed in, and saw Rainbow raise her hoof. "No offense to any of you, but I would have to pick Cap or Superman. They have the most experience as leaders." the cyan mare lowered her hoof as a reponse, not saying a word.

"Yeah, gotta go with those two." Kaine added.

"Actually," Captain America began to say with a smile on his face, patting Peter on the back, "This is Peter's new home. He has my vote in leading us to battle."

Superman nodded, "I agree with Steve. Peter and Twilight can lead us this time."

"Uh, Cap, Supes..." Peter whispered, "You know I'm not a very good leader, right?"

"Of course you are, Peter." Cap complimented, "You did very well in helping the remaining heroes find Superman and us. And the Legion was a bigger threat."

"That was different! Everyone else had to explain things to me! I really didn't do anything." Peter muttered under his breath.

Captain America shook his head, "Don't worry. You'll be fine."

The former leaders all stood in a line with the other heroes and Equestrians, all looking to Peter for guidance. The stallion cleared his throat, unsure of what to do. "Uh, okay everyone... So, um... As leader of this team we gotta make this a group effort!"

"Cornsville." Wade and Rainbow chuckled to one another.

"So, Bats." Spider-Mane reached out to the Dark Knight, "You said you might have a clue as to what I'm describing? Can you and Superman shed some light on what we're dealing with?"

"Of course," Batman began, "What you describes sounds similar to an alien race called the Dominators. Last time they invaded Earth, they led an alliance with other races such as the Daxamites and the Thangarians for one purpose."

"The Metagene," Superman continued, "Basically they feared any powered race in case of eradication. They were pragmatic and seeked to end us before they think we could end them. In our case, it was the metahumans they feared."

"So they hate superpowered people?" Rainbow asked, "Ugh. They're gonna ate us in that case."

"Well, that's too bad." Star-Lord said. "If they have a problem, the last people to pick a fight with would be us."

"But how did they learn about us?" Twilight wondered.

"That's what we're going to find out." Superman replied, "Any ideas, Peter?"

"Um..." studdered Spider-Mane, "How about we track these Dominators down? Logan, how's your sense of smell?"

"I see yer plan, kid." Wolverine said, "Take me to where ya saw them crash. I can help sense 'em."

"You can do that?" Twilight asked.

Logan nodded, "Yep. Comes in real handy fer times like this. Couldn't really do that before considering our resources were thin. Can't track 'em if I have nothin' to track."

"Alright! To the alien ships!" Pinkie called out.

"Aw yeah!" cheered Deadpool. "It's about time we saw their leaders instead."

"Can't believe you two are excited about fighting aliens." Ant-Man muttered.

"Well, they picked a fight with us. We can't be afraid." Applejack commented.

"Damn right." Kaine agreed, putting on his mask.

"To the spaceships!" Spider-Mane yelled.

The Dominators carried something on their back, a beacon of sorts was planted on the ground. 'The final beacon has been set. The mothership may access this world in a matter of hours.' the leader of the alien group said.

'Yes. Very soon, all powered individuals of this world shall be gone and free from our wrath and us from theirs.'

'The one called Peter Parker. He must be found and brought to us at once.' the leader said, 'Go find him. He is in the nearby town.'

And the Dominators all ran off as ordered, intending to find their target, Spider-Man.