Spiders and Magic: Avengers Assemble

by Masterob

First published 3rd of June, 2018

With more superheroes in Equestria, plus other worlds, thing might get even more chaotic. The adventures of the Elements and Marvel Heroes continues.

The Avengers have two homes, their old home in Marvel and their new home in Equestria. Now with heroes in both worlds, more situations arise.

Many stories to be told, from the trouble with old villains, the portal to Capcom opening, trouble with The Changelings, the arrival of The Brotherhood, and some trouble with Gods.

Peter Parker, Twilight Sparkle and all their friends must help the Avengers keep the worlds safe.

Expanding Allies

A few months had passed by since the families had gone on vacation together, since then there have been more bonds built between the friends. The heroes continued doing what they could to keep Equestria safe. Fortunately there weren't too many problems, but whatever problems arose were handled either by Spider-Mane or The Avengers.

Spider-Mane, along with Wolverine, Equine Torch and Deadpool had just finished a recent task, fending off some Diamond Dogs away from a picnic set up by Lyra and Bon Bon. Despite them being outnumbered 12 to 4, they were still more than capable of handling this job with very little trouble.

"Diamond Dogs need ponies! Diamond Dogs have no one to do work!" one of them pleaded.

"Do it yerselves, don't let us catch you here again bubs!" Logan said, very intimidating like.

"But Diamond Dogs-"

The protest was interrupted when Logan revealed his claws, "Get out of here now!" The Diamond Dogs ran away whimpering as Logan dusted off his hooves. "That's taken care of."

"Man what's with those mutts?" Johnny asked. "I mean sure they were easy but that doesn't make them any less annoying."

"They seem to have a bad habit of trying to force ponies to do work for them, as least that's how Rarity described them," Peter said, removing his mask. "Bunch of lazy mutts, gotta learn to do things themselves."

Deadpool put his weapons back, "Whatever, that's done, I'm going back home, Pinkie's probably done with the baking and I'm super hungry."

"I should head back home too, Fluttershy probably needs me right now," Logan said, turning to the direction of the cottage.

"How's she doing? You know, being pregnant and all?" Peter asked.

"She's fine, little stubborn though, still wants to do work despite carrying our child," Logan said.

"At least she doesn't sound as bad as Rainbow Dash sounded," Peter said, despite the glare from Johnny. "Though from what I've heard, even Rarity has gotten a bit more easily irritated at certain things."

"Rarity's still about three months away from giving birth, that's to be expected, Fluttershy's been pregnant fer about four months now, so she's not gonna be so bad right now," Logan said.

Peter nodded and turned to Deadpool, "By the way, how long before you and Pinkie, you know, try for a kid?"

"What do you mean 'try'?" Deadpool said jokingly.

Peter rolled his eyes, "Still, are you two gonna have a kid or what?"

Deadpool shrugged, "Maybe, not sure when though. The Cakes keep going on about how much responsibility goes into being a parent and all that, and it keeps ruining our mood." Deadpool checked his wrist, as if looking at a watch that's not there. "Anyway I'm bored, call me next time I get kick ass again."

Deadpool trotted off in satisfaction, leaving the three heroes behind, wondering how they got someone like that for a teammate.

"The idea of Deadpool being a father just rubs me the wrong way," Logan said.

"Hey to be fair, since marrying Pinkie Pie, he's been almost tolerable...almost," Peter said, really emphasizing his point.

"Doesn't matter, another job well done at least," Johnny said and turned to the mares. "You two doing ok there?"

"We're fine, thanks Spider-Mane and friends!" Lyra said.

"Yeah thanks," Bon Bon said, pretty simple but at least honest.

The two made their way back home, happy and safe thanks to the local Superheroes.

Johnny groaned as he turned to Peter, "Spider-Mane and friends?"

"Hey I didn't pick it," Peter said defensively.

"Go easy on him Storm, you know that Parker's just more well known here than we are," Logan said.

Johnny shrugged, "I guess so. No trouble though, I have my own fan club."

"You mean Rainbow Dash's parents?" Peter teased.

"Doesn't Twilight's mother fangirl over you?" Johnny asked. "At least Windy isn't a fangirl, she's just extremely loyal, now I know where Dashie gets it from at least."

"Just be happy you both have the love and approval of yer loved one's family, I'm grateful myself, even if Fluttershy's brother's such a damn pain to be around," Logan said.

"I'm just glad he finally stopped flirting with Rainbow Dash," Johnny said. "Hopefully he found some other poor mare to flirt with."

"Anyway all of us should get back home, I don't think those Diamond Dogs are coming back anyway," Peter said.

"Better not be, otherwise..." Logan said with a Snikt.

---

At Sugarcube Corner, Deadpool had gotten home and removed his mask. "Good to have that off once in a while, I got some good looks after all, Pinkie deserves to see what she's got." He went through the kitchen area and saw Pound Cake attempting to bake cookies. "Another batch for Mayday kiddo?"

"She likes my cookies, and I'm gonna keep making them for her," Pound Cake sighed blissfully. "She's so amazing after all..."

Deadpool shook his head in shame, "Whatever kid, I'm gonna go find your Auntie Pinkie, she around?"

"She went to go see Miss Rarity, she wanted to make some treats for her, saying it would help her pregnancy," Pound said.

"Oh," Deadpool said, a bit disappointed. "Oh well, I'll wait til she gets back." He then mumbled a complaint about Rarity being so needy.

Before he left, Pound Cake asked a question, "When are you and Auntie Pinkie gonna have a baby?"

Deadpool sighed, again this question. He looked to Pound Cake, "I don't know, soon though, hopefully."

"Oh, ok...wait how are babies made?" Pound Cake asked.

Deadpool felt weird. He looked to the kid, unsure of what to say. Sure he usually tries to tell Mayday, though it's mostly to annoy her friends and family, especially her parents. But Pound Cake lives in the same home he does, as does his mother, who won't appreciate something like that. Normally he wouldn't care too much, but he worries it could affect Pinkie Pie too, and he just can't do that to her.

"Ask your mom," Deadpool said and just walked away, not wanting to continue this conversation.

Pound Cake shrugged and continued to make the cookies for his crush. He’s always eager to find a reason to talk to Mayday, and these cookies have helped big time.

---

In Celestia's castle, the Avengers; namely Captain Equestria, Iron Stallion, Hulk, Thor, Black Panther, Miss Marvel and Ant Man have gathered to speak with Celestia. The Princess had appeared before them, thanking them for coming.

"Why have you gathered us Celestia?" Cap asked, the others muttering the same thing.

Celestia trotted around, "Not too long ago, a few of The Wonderbolts were passing through dragon territory, keeping an eye out just in case something strange was about to happen. Apparently a few of them intend to invade the rest of Equestria, starting with the nearest locations, those being here, Ponyville and Cloudsdale. I need for all of you to go over and put a stop to this before it gets out of control."

"What's with dragons not liking ponies? I know they're tough and ponies are...believed to be wimpy but still," Stark said.

"Unfortunately ponies and dragons hardly get along, it's been like that for as long as I can remember," Celestia explained. "Nonetheless, I need you all to help put a stop to this."

"We will, but will it only be us or will you have others coming to help?" Cap asked.

Celestia tapped her chin, "It might be best to bring Peter along given his experience against dragons. And any of his friends who'd be willing to join."

"I think we're good as we are, got plenty of power, but if it'll make you feel better, we'll try asking Peter," Stark said.

"Knowledge is a useful tool as well Stark," T'Challa said. "Strength alone won't work."

"I'm almost inclined to agree with Stark," Thor said, showing off his hammer. "But it wouldn't hurt to have a few more allies to make this go much quickly."

"Sounds good to me," Cap said and turned to his allies. "Alright team, to Ponyville first, then we'll handle those dragons, now let's-"

Before he could finish, Sunset Shimmer came through the door. "Where's that portal to the Marvel world!?"

Celestia looked confused, "Sunset Shimmer? What has gotten into you!?"

"Talk later, where's the portal!?" Sunset asked while looking around. She spotted it a moment later, "There it is!"

Before she could go through the portal, Celestia teleported in front of her, "May I ask what has you all excited?"

"I'd like to know myself," Stark said, approaching the mare. "You're excitement level has gone up to Twilight Sparkle excitement."

Celestia took a moment to think about what Stark said, and he did seem to have a point.

"I figured it out! After all this time I've finally figured it out!" Sunset said eagerly, breaking Celestia out of thought.

"Figured what out? What's going on Sunset Shimmer?" Celestia asked, getting more confused.

"How to open the portal to Capcom! I know how to get it open, but I need to do it from the Marvel world before I can open it here!" Sunset said.

Celestia sighed, "Sunset I know you're excited but you have to calm yourself, keep in mind, is this something you can do on your own?"

Sunset's excitement wore out as she was faced with reality, "Oh no, I forgot about that part. I'm gonna need help."

Cap approached Sunset, "We're on our way to Ponyville to find Peter, if you'd like I can ask Twilight to come here and she can help you with what you need."

Sunset's excitement once again surfaced, "Yes! That sounds great! Thank you Captain!" Sunset hugged Cap, which he awkwardly returned.

"No problem, now we're off to find Peter." Cap turned to his allies, "Avengers Assemble!"

---

Observing this situation from a Crystal Ball, Discord started to stroke his beard in a very pleased manner.

"Looks like our little group of friends are starting to expand, two worlds is fun enough, but three?" Discord said. "Maybe four, if I can figure out how to get to those Saiyans, they seemed to have left their planet so it's harder to keep track of them. Oh well, I'll concern myself with that later." He looked back to observe, "For now I must see how Sunset Shimmer manages to pull this off, maybe get a few tips."

Discord did somewhat of an evil laugh as he began to make his preparations.

---

In Ponyville, The Avengers were at the Parker-Sparkle home, explaining the dragon situation to Peter.

"You need me to come help you stop some dragons?" Peter asked.

"It was Celestia's idea, you do have experience with dragons after all," Cap said.

"Yeah plenty, not just because I live with one," Peter said. "Anyway I'll gladly help you, not sure if I'll be of much help though, you have enough power on your own."

"It's not just about the power you have, like Cap said you have experience," Carol said.

"I see your point, so I guess it's just us right?" Peter asked.

"I believe the Wonderbolts are at the location where the Dragons are as we speak, so they might be joining us," Cap asked.

"Are they even good at fighting though?" Scott asked. "They seem more like show-off flyers than actual fighters."

"They're actually quite talented when it comes to battle," Twilight reassured. "I'm sure they'll be of good help."

Cap nodded, "Good, now we must be off as soon as-"

"Wait, I wanna come to!" All the ponies turned to Spike, who had a strong look of determination.

"Spike, you wanna come as well?" Peter asked.

Spike nodded, "Yeah, I wanna go with you to this dragon place so I can help you."

Peter looked unsure, "Uh Spike, I thought you weren't too fond of that place?"

"Yeah," Twilight said. "You don't exactly get along with the dragons, after all they see you as another pony."

"Still don't get the rivalry," Stark said.

"It's complicated," Twilight explained.

"Yeah Celestia said that too," Stark said. "Not a satisfying answer."

Peter focused back on Spike, "I'm not sure if it's good you come little brother, not to sound mean but they are much bigger than you, and while you're a strong little guy, they might be a tad bit stronger."

"I know I'm not strong, and I know they could probably crush me like nothing. But I have to go, I don't know why but I feel like it's my duty to do so," Spike said.

Janet approached them as well, "If Spike's going then I'm going."

Spike shook his head, "Who's gonna watch over Hope if you come too?"

"I can, I don't mind," Twilight said.

"Actually Twilight, Sunset Shimmer wants to speak with you, she said she figured out the portal to Capcom," Cap said.

Twilight looked surprised, "Wait, really? In that case we can just ask Trixie to watch Hope, I'm sure she won't mind."

"See, that's settled," Janet said. "I'm coming with you."

Spike turned to Janet, "You don't want to go Janet, the dragons aren't the nicest creatures."

"Hey I can handle myself, I'm an Avenger too," Janet said.

Peter sighed, "It can't hurt Spike, Janet's pretty tough after all. I can even call one of my friends over if you'd like."

Spike still looked unsure but gave in, "Fine, come if you'd like, but if it gets too wild-"

"Spike, I can handle myself," Janet insisted. "Besides it sounds like you might have trouble and I want to be there for you, like a good wife should be."

Spike still looked unsure, though Cap got his attention a moment later. "I've fought alongside Janet, she can definitely take care of herself."

"She's not going to be told 'no' Spike, you should probably know that by now," Carol said. "Besides I think she just wants to fight by your side, think of it as a date."

Peter chuckled, "That's quite a date. Maybe next time Twilight and I go on a date, we can go beat up Skrulls."

Everyone rolled their eyes at Peter's sense of humor, though it can't be helped, he is Peter after all. Always lightening the mood in some way.

Janet placed her hoof on Spike's shoulder, "We'll fight them together, alright?" She then brought him in for a kiss, just to get him to agree more.

Spike gave in to his wife's request, "Alright, if you really want to. Let's stay near each other."

Cap gestured to the door, "Let's go team."

Not too long later, Twilight had already made her way to Celestia's castle as Peter, Spike and The Avengers went to the Dragon's part of Equestria.

Author's Notes:

Now for this story. This is gonna be a long one, covering quite a few story arcs. I’m hoping to have decent action and continue to expand this version of the Spiders and Magic: Universe. While Capcom will appear and there will be mentions, possibly cameos of other worlds, including Dragon World, this will primarily focus on the Marvel and MLP worlds.

Dragon's Lair

The team arrived in a rocky mountain area hours later. They looked around and noticed Spitfire observing from behind some rocks, trying to stay out of sight of the dragons.

"Captain Spitfire," Cap said, getting her attention.

"Good, you all made it, and you even brought Peter and..." Spitfire looked curiously at Spike. "Aren't you Princess Twilight's assistant?"

"Yeah, I'm here to see if I can help against the dragons," Spike said.

Spitfire rubbed her chin, "Well you are a dragon yourself. Anyway I see a few of them there, they look like they're up to something."

The rest of the group looked to see what looked like teenage dragons. Spike also noticed another dragon there, one he didn't care for.

"Great, it's Garble," Spike complained.

Peter looked ahead, seeing a big teenage dragon with red scales and a bad attitude. "That's the dragon that's been giving you a hard time right?"

"Yeah, that jerk," Spike said.

Cap turned to Scott, "Go see if you can hear what they're saying."

Scott nodded and shrunk down as he went over to the dragons. He got in closer as he heard Garble speak.

"Not too long before we make our moves my fellow dragons. Those ponies won't know what hit them, soon they're gonna see who the most powerful creatures in this world are, plus we can get a little payback on those other bothersome ponies and that so-called dragon Spike."

His friends chuckled at that.

"Totally, we're gonna totally rule over those ponies!" one said.

"Yeah, and get all those treasures too," the other said.

"I just know that dress making unicorn that Spike likes probably knows where some treasures are, according to those Diamond Dogs she's got a talent for finding them," Garble said.

Scott looked surprised at what he was hearing, he listened some more.

"Once we show what we can do, the Dragon Lord will make us into his top warriors, then maybe we can take over the rest of Equestria!" Garble said, getting his friends all fired up.

Scott quickly went back to his allies and went back to his original size, "They're gonna attack soon, sounds like Ponyville is their first target."

"Figures, what do they hope to accomplish?" Cap asked.

"Something about pleasing their Dragon Lord, and possibly taking over the rest of Equestria," Scott said.

Peter looked concerned, "A Dragon Lord? Great."

"I take it you didn't know about a Dragon Lord," Stark said.

"Not really, I don't know that much about Dragons, aside from the one I fought when I first came here, oh and Spike too," Peter said.

Scott turned his attention to Spike, "They mentioned you specifically, you don't seem to be too popular."

Spike groaned, "Who cares, I don't like them either. They’re so overconfident and arrogant."

"Also, did you really like Rarity once?" Scott asked.

Janet glared at Scott for the question, though it didn't matter once Spike made his reply.

"That was along time ago, but why are you asking about that right now?" Spike asked.

"They said something about her being able to track treasure with her magic, something they learned from Diamond Dogs," Scott said.

Spike groaned, "Those lousy mutts. They're not wrong about Rarity's abilities though, now we gotta protect her too."

"We'll keep her safe," Carol said. "By taking out those dragons and fighting off those dogs."

"They actually came by a little while ago, me along with Johnny, Logan and Deadpool had to fight them off," Peter said.

"Still, I don't want them near Rarity, even if I'm not in love with her anymore she's still my friend, just the idea that they're considering using Rarity like that really irks me," Spike said, gritting his teeth.

Peter gestured his head, "Let's go put a stop to this ASAP."

Cap nodded as he and his allies made their presence known, "Halt!"

The dragons looked to the Pony Avengers, a little surprised to see them.

"What are ponies doing here?" one dragon asked.

Cap approached them with a stern glare, "We won't let you attack the ponies of Equestria! Now if you agree not to fight then all will be well, I'd really hate to have to hurt any of you."

Garble looked surprised, but then let out a confident laugh, "Well look what we have here, some puny pretty ponies thinking they can stop us!" The other dragons joined in on the laugh when Garble noticed something else. "Even that pesky Spike is here, where are your dorky friends? They ditch you?"

Spike clenched his fists, but before he could say anything, Janet stepped forward. "Hey, Garble, Spike told me a lot about you. You have a lot of nerve treating him the way you did, I'm gonna make you regret it!"

Garble scoffed, "Oh please, we're not gonna take some weirdo who dresses like that seriously."

Janet glared more, "Did you just make fun of my outfit!?"

"Hey the only one dressed more like a dork than you is that one with the spider on his suit, so stupid looking" Garble said, pointing to Peter.

"Gee, thanks for the compliment," Peter lamented.

"Uh duh, I wasn't complimenting you, I was insulting you, geez you ponies are stupid," Garble said.

Peter rolled his eyes, "Says the one somehow doesn't understand sarcasm, and you think you can take over a whole country?"

"You dare mock us! Dragons, show these puny ponies what we can do!" Garble ordered.

The dragons approached the Pony Avengers, all of them ready for a fight.

One dragon attempted to punch Spitfire, but she flew away and flew around him, getting him dizzy enough for Peter to easily punch him across the mountain area. His spider sense then kicked off and Peter jumped away from a dragon trying to punch him, to which Carol flew over and did a few punches of her own.

One dragon blew fire at Cap, but he blocked it with his shield. As the dragon continued to attempt, and fail, to overpower Cap's shield, Stark managed to fly in with some quick punches, getting the dragon dizzy enough for Cap to toss his shield at it's face and Stark to do one final punch.

One dragon approached Scott, but he shrunk down out of the dragon's sight. The dragon looked around, confused at to where Scott went. He then felt a punch to his jaw, then another to his stomach, then to his leg and suddenly he was tossed away, knocked into another dragon. Scott went back to his original size, "That was close."

One dragon tried to attack T'Challa, but he blocked all the strikes and delivered a punch to it's gut and then one to it's jaw. Thor then whacked it away with his hammer. The two turned to another dragon and gave her the same attack pattern they did the other dragon.

One dragon rushed at Hulk, but he grabbed a punch and effortlessly picked the dragon that was twice his size over his head. "Hulk smash weak dragon!" Hulk them slammed it down a few times and kicked it away. "No dragon stronger than Hulk!"

"Banner, speak normally will you!?" Stark said while attacking another dragon with his Ion Blast.

Hulk chuckled a bit, "Sorry Stark, couldn't help it. Reminds me of the old days."

Stark groaned, "He gets the transformation figured out after so long and he still feels the need to act all 'Hulk Smash'."

"Nothing wrong with bringing out some old stuff once in a while," Peter said as he used his webs to swing a dragon around, using it to knock into the other dragons.

"Let us stay focused on the task right now," T'challa said, kicking a dragon away. "Such aggressive creatures though."

One dragon went for Spike and shot fire, but Spike rolled out the way and head-butted it's gut. The dragon growled and went to punch Spike, but Wasp flew over in her Breezie form and zapped the dragon in the face a few times in the face, stunning it a bit. Wasp regained her original size and helped Spike ram into the dragon to knock it over.

Spike looked satisfied, but it didn't last long once another dragon came to attack. Luckily Peter was able to go in quickly and punch the dragon away.

"Keep an eye out, there's still a few more, and some of them are coming back for more," Peter said.

Thor had just whacked another with his hammer, "Quite the pests aren't they?"

Carol blasted a couple away with her powers, "No kidding."

"Keep attacking!" Cap said, throwing his shield, bouncing off the heads of five dragons, leaving them stunned and open for him to attack.

Garble looked amazed, "I can't believe this, where do ponies like these come from!?" Garble looked to Spider-Mane and recognized him, "Oh right, he's that Spider-Mane guy, thought he looked familiar. I think that was him last time I went to their village, did he have that suit on though?"

The dragons kept going at the Avengers, each time they were either punched away by Carol, webbed by Peter, blasted by Stark, hit by Cap with his Shield, kicked by Spitfire or even thrown by Scott.

Garble found himself backing away a bit, he wasn't sure if he could handle these ponies. Though he noticed that Janet looked busy attacking a dragon, leaving her open. Garble had an idea and slowly approached her from behind.

After knocking the dragon out, Janet had a triumphant smile, "That takes care of you, now to-HEY!" Garble had just grabbed her by her mane.

"I got me a pretty pony," Garble taunted.

Janet looked pretty angry, "Let me go before I-"

"Can it pony!" Garble said with a strong punch to her side.

Spike noticed this situation and became irate, "Hey! Put my wife down right now!"

Garble looked stunned at what he just heard, "Your wife? You married a pony! Could you be any more of an embarrassment to our kind!?"

"I don't care about that stuff! Just put my wife down or I'll make you regret it!" Spike warned.

Cap also noticed this after knocking out another dragon, "No, Janet!"

The other heroes noticed this, but due to their distraction, another group of dragons managed to take them by surprise and attack them, though Cap was still able to fend off just fine, he still had too many in his way.

"Ha! Now it's gonna be our turn to win! You ponies put up more of a fight than I thought you would, but in the end it doesn't matter, we dragons are gonna rule Equestria!" Garble boasted.

Janet continued to struggle when she remembered one thing, "Oh right, duh." She shrunk down and out of Garble's grasp, surprising him.

"What the-" Garble was then blasted in the face with her bio-stingers.

"That's for putting your filthy claws on me!" Janet shouted as she continued to blast his face.

Garble got annoyed and managed to punch her out of the air. Luckily Spike caught her before she hit the ground. "You ok Jan?"

Janet shook her head and looked up at Spike, "I'm fine."

Spike placed Janet down carefully as he glared at Garble, "How dare you hurt my wife! I'll make you pay for that!" He rushed over to Garble and attacked him with fire, but Garble moved out the way and kicked Spike to some rocks.

"Puny pony loving dragon, things he can beat me?" Garble taunted.

Spike recovered and went to attack again, this time ramming his head into Garble's gut. Garble then angrily punched Spike down. He then grabbed Spike's tail and tossed him to some other rocks.

As Garble went to attack again, Janet reappeared, blasting him with the bio stingers.

"Quit attacking my husband!"

Garble punched her out the air, causing her to slam into another rock and reverting back to her pony form. Garble then grabbed her by the face.

"I don't take orders from ponies, especially ones that marry loser dragons!"

Janet delivered a storng punch to his face, "Spike isn't a loser, he's a great dragon that I'm proud to call my husband and the father of my child!"

Garble looked even more stunned, "You two had a kid together! That's so gross! Your kid must look so ugly!"

Janet then became even more irate, "WHAT DID YOU SAY ABOUT MY DAUGHTER!?" She shrunk down again and continued blasting his face with even more power, causing him to stumble back. "Never insult my daughter you pathetic excuse for a dragon!"

Garble got a lucky punch, knocking her back again, "Geez that pony was so angry." Suddenly Garble felt his back clawed at. He turned around and saw Spike standing there in a fighting stance.

"I told you not to hurt my wife, and I don't appreciate your comments about my daughter!"

Garble scoffed, "Think I care about your daughter? Bet she's gonna grow up to be all alone and stuff, who's gonna wanna be friends with a pony that's part dragon, or a dragon that's part pony."

Spike felt more ire and clawed right at Garble's face, though he then hit a punch of his own to knock Spike to a wall. He then grabbed Spike and tossed him right onto Janet.

"First thing I do when I rule Equestria is banish that freakish daughter of yours where no one can see such a disgusting thing again, honestly what moron falls in love with another species? Only dimwits do that, then their babies turn out to be ugly and gross, how can such things even exist? That's gonna change soon when I take over Equestria, and all the pure dragons will rule over!" Garble did a triumphant laugh, though felt someone grab his tail. He turned around and saw Peter with a look iof anger on his face.

"You need to shut your mouth already!" He then slammed Garble down a few times and tossed him to some rocks, causing them to break upon impact.

Garble tried standing up but Peter rushed in and punched his gut a few times at immense speed and then kicked him away towards the other unconcious dragons. Despite them having an advantage a moment ago, the Avengers had quickly regained control and defeated all the dragons.

Peter huffed angrily a bit and looked over to Spike and Janet, "You two ok there?"

Janet rubbed her head, "I'm fine." She looked down, "Spike, how about you?"

Spike coughed a little and looked to Janet, "I'm ok, as long as you are."

Janet adjusted Spike so she can properly hug him, "I am, and thanks, you truly are a great husband."

Spike hugged back but felt some uncertainty. He hoped he could defeat Garble, but in the end he needed help from Peter. How can he protect his wife when he can't even protect himself?

As the Avengers gathered around, they were greeted by another guest.

"What's going on over here?"

They looked up and saw a blue female dragon flying over them, "Well?"

Garble struggled to get up and then noticed the dragon, "P-p-princess Ember!?"

Peter looked surprised, "Princess Ember?"

Ember flew down to Peter, "Hey, aren't you that hero Spider-Mane?"

"You recognize me?" Peter asked.

"Most of Equestria knows you, unless they're idiots," Ember said, looking to the other dragons. "Anyway you didn't answer my question, what's going on and why are you attacking these dragons?"

Before anything, Cap approached her with a serious glare, "We're the ones who should be asking the questions, for starters this group of dragons intended to invade Equestria to please this 'Dragon Lord' of there's, do you have anything to do with that!?"

Ember looked a little annoyed by Cap's question, "Um I had nothing to do with that and neither does my father. This bunch were just taking things into their own claws."

Cap looked over to Garble and the other dragons, then back to Ember. "So you yourself have no intentions of taking over Equestria?"

"What good would that do me? I really don't care what you ponies do honestly, I have my own land to worry about, I don't have time for stuff like that," Ember said.

Cap looked a little dissatisfied, "Still, I would like to speak to your father."

Ember sighed, "Fine, if that helps gets this nonsense over with then whatever." She pointed in a direction, "Follow me."

Cap turned to his allies and gestured for them to follow him. As the Avengers followed, Garble tried sneaking away.

"Where are you going!?" Ember shouted at him. "You have some explaining to do to my father!"

Garble gulped and reluctantly followed Ember and the ponies. Spike looked a little relucatant himself, feeling like he couldn't save the day like he hoped he could. He put that aside and followed with Janet not too far behind. She could sense there's something wrong with Spike, though now was not the time to ask, she just followed her allies.

Before long The Avengers arrived at the center of the rocky area, clouds formed all around a mountain top.

"So where is this Dragon Lord of yours, I'd like to say a thing or two to him for doing such a lousy job with watching over the dragons," Stark said.

"Same here, he could be a little more attentative," Peter complained.

"In a moment," Ember said and called out. "Dad, you have some guests!"

They heard what sounded like a groan, "Guests? What about?"

"Just come out here, there's something you should know!" Ember said.

The voice sighed, "Fine."

Cap grew a little impatient, "Hurry up and show yourself!"

At that moment, all the clouds were blown away and on top of a mountain stood a dragon that was the size of a several villages.

The ponies below looked in awe at the size of it, suddenly Stark and Peter were regretting what they had said a moment ago.

"Oh...crap..." Peter muttered out.

"Wow that's a big dragon," Stark said.

Hulk looked extremely nervous, "Never thought I'd be the puny one."

Even Cap looked a little freaked out. "Is that...the dragon lord!?"

"Sure is," Ember said, gesturing to her father. "This is Dragon Lord Torch."

The Dragon Lord looked down at the ponies, "What are ponies doing in my land!? STATE YOUR BUSINESS!"

The loud roar of his voice was enough to knock the ponies back a bit, all of them looking very freaked out.

Cap himself seemed worried but he knew as the leader it was his job to speak on behalf of his team. "Dragon Lord, it would appear one of your subjects planned an invasion of several towns in Equestria, planning to destroy homes of ponies as well as capture them to do their bidding."

Spitfire spoke next, "The dragon who planned this is that one right there." She pointed to Garble, who was attempting to sneak away.

"AND JUST WHERE DO YOU THINK YOU'RE GOING!?" The Dragon Lord boomed, freaking Garble out some more.

Garble turned around and offered a nervous smile, "Hey Dragon Lord, funny story, you see I was hoping to get on your good side by taking over Equestria for you, so that maybe..."

"Did I order you to do such a thing!? Have you not thought about what could happen as a result of that!? Suppose the Alicorn Princesses got involved! They may be ponies but their power is unimaginable! You nearly endangered our land by doing such a foolish act!" The Dragon Lord shouted.

"But I just wanted to-"

"ENOUGH! For your actions you will now work the mines by yourself, FOR A WHOLE MONTH!" The Dragon Lord shouted.

Garble looked stunned, "But...but please sir, I beg you I can't do that by myself for a whole month, it's hard."

"STOP WHINING AND DO IT!"

Garble groaned and stomped away, "First that karate pony and his two friends, now these annoying ponies, oh I hate them so much!"

Peter looked curious, "Karate Pony? Does he mean Ryu?"

The Dragon Lord looked to the others, "Now, do you have any other business with me!?"

Cap shook his head, "No, that's all."

Peter spoke next, "So we're all good right?"

"GOOD!? You attack my dragons and demand my presence! For that I shall send you to the deepist, darkist pit in this kingdom and let you spend eternity there!" The Dragon Lord shouted.

The ponies looked shocked and worried, though they also started to ready themselves for a fight.

The Dragon Lord then laughed, "Don't worry, I'm just joking." There was a sigh of relief among the ponies, though the Dragon Lord didn't like that. "I said it was a joke, NOW BE AMUSED!" The ponies looked shocked and just went along with it with forced laughter. The Dragon Lord groaned at this, "Alright now you're all just trying to hard, now get out of my sight."

As the ponies started to leave, the Dragon Lord noticed Spike, "You there! Little purple dragon!"

Spike looked up, "Who me?"

"Yes you, do you know any other little purple dragon!?" The Dragon Lord shouted, causing Spike to freak out.

"Sorry Mr. Dragon Lord, what is is?" Spike asked.

"First off don't call me 'Mr.', Dragon Lord is enough, second, who are you? You're not one of mine are you?"

Spike shook his head, "No sir, I'm Spike of Ponyville, I was raised by Princess Celestia herself before going to live with Princess Twilight Sparkle. I am currently her assistant and help her with royal duties."

"I see, was coming here one of them?" the Dragon Lord asked.

Spike shook his head, "No, I came because I felt I had to, to prove myself against other dragons."

The Dragon Lord looked interested, "I see, you seemed to have faired well, though I will admit I'm happy to know that despite living among ponies you still have a dragon's drive. Tell you what, how about I help you harness your dragon abilities?"

Spike looked confused, "Huh? Harness my dragon abilities?"

"Sure, with enough training, I can turn you into a proper dragon, of course I won't be training you personally, my daughter Ember will," The Dragon Lord said.

Ember looked surprised, "What!? I'm not training that runt!"

Spike looked a bit unhappy at that insult, "I'm not a runt!"

The Dragon Lord was also displeased, "Ember, as the Princess it is your duty to help your fellow dragons, especially one like this. I could tell he's got potential, and I want you to train him!"

"He lives with ponies! Why do you even want to train him!?" Ember asked.

"As Dragon Lord, it is my duty to watch over all Dragons, and this one is no exception. The fact that he came here despite being raised by ponies, despite his puny size, in a way I respect that."

Before Ember could say anything, Spike spoke up, "With all due respect, I don't think I'm capable of being a real dragon. I could barely fight off Garble and the others, I don't wanna waste your time in training me."

"Son, no dragon is born great, they become great with years of training. Plus you're a young one, so you've got plenty of time to become the best, I think you can pull this off!" Dragon Lord said.

Spike looked even more unsure, "But...what if I can't?"

Peter patted his shoulder, "You won't know unless you try. I never thought I'd be the hero I am today, but it happened."

Cap nodded, "Same here, I wasn't born great either, in fact I was just like you once, now I'm the leader of The Avengers."

Wasp then nuzzled Spike's face, "I think you can do it."

Spike looked to his wife and got a reassuring smile, then back to the Dragon Lord. "One final question, if I may."

"Proceed then," Dragon Lord said.

"I want to take your offer, but I'm worried about how long I would be away from home. You see my Lord, I'm married to this beautiful pony here," Spike held Janet close, causing a blush from her, "And we have a daughter that's not even two years old yet. I don't wanna be away from them too long," Spike said.

Dragon Lord nodded, "Understandable, why not think about it for a while, but I assure you young dragon that you wouldn't be away from your family very long, but I will give you a few months to decide."

Spike felt relief, "Thank you Dragon Lord." Spike bowed his head in respect, as did Cap and soon the others.

"Good, now begone," Dragon Lord said.

With that the Avengers had left, feeling curious as to what would happen next.

Ember flew over to her father, "You can't be serious about him! For so long you worry about my size because I'm not as big as Garble and the others, yet you want to train that runt to become a knight!?"

"Ember, in light of what happened today I'm starting to view things differently. Size isn't always what's important, if it was, those dragons would not have been bested the way they have been. Between those three ponies I heard about a couple of years ago, plus this group now, it seems like I have a lot of rethinking to do. You will train that dragon should he accept the offer," the Dragon Lord said.

"His wife is a pony, that doesn't seem weird to you?" Ember asked.

"I'm not one to judge, neither should you. You’ve had to prove yourself just as much as any other Dragon, including that small one. That's enough of this conversation, I must be off!" Soon enough the clouds reformed, leaving Ember feeling very annoyed.

"Between that Spider-Mane pony and that young dragon, things really are not what they used to be in Equestria," Ember shrugged, "Whatever, why should I care anyway?"

She flew off to think about things, the changes going through Equestria and what's next to come.

Opening a New Portal

During all this, Twilight had arrived at Celestia's castle, looking for Sunset Shimmer. "Sunset!? Where are you!?"

"Over here!" Sunset called. Twilight entered a room with a very happy Sunset Shimmer, "You ready for this!?"

"I guess, what's your plan though?" Twilight asked.

"You, me and Luna are gonna go into the Marvel world and meet with Dr. Strange. Then we're gonna get into contact with someone from that world and get help in opening a portal from the other side. Luckily we don't need as much magic since it's not as hard, their worlds have opened so many times before after all," Sunset said.

Twilight nodded, "Alright, let's get to this then."

Sunset called, "Luna you ready!?"

"Coming!" Luna said and ran into the room. "Sorry for being late, I'm ready though!"

“No trouble, now let’s move!” Sunset eagerly said.

All three of them had put on their human clothes and went through the portal to the Marvel world. It wasn't long before the three of them were back in the world of the superheroes. They had almost immediatley turned into their human forms.

Twilight looked down at her hands, "Despite this happening so many times before, it always seems new to me."

Sunset looked around, "This must be Tony Stark's building."

"You got it," they heard. They both turned to see a woman. "I'm Pepper Potts, Tony Stark's assistant."

"Nice to meet you, my name is Twilight Sparkle, these are my friends Sunset Shimmer and Princess Luna," Twilight said.

"I've heard a lot about you from Tony, he says you're pretty strong, and you're married to Spider-Man," Pepper said.

"Yeah, we've been married a few years, we even have a daughter named Mayday," Twilight said.

"That's so cute, congratulations on such a happy marriage so far. Anyway I imagine you're here to open some portal?" Pepper said.

Twilight looked confused, "How did you know?"

Pepper gestured to Sunset, "Because that one's been coming here non-stop trying to do so."

Sunset blushed, rubbing her head sheepishly, "Yeah, this isn’t my first trip here. But I think I have it figured out now, I just need to go see Dr. Strange."

"Well you should know he went to go see Reed Richards for some business, that's what I last heard at least," Pepper said.
“Don’t want you going that Sanctorum of his and finding nothing.”

"Great, the Fantastic Four live pretty close by I believe, we can go there right now," Twilight said.

"I can arrange a limo, I'll also call ahead and-" Pepper was interrupted by her radio, "Hold on." She spoke into it, "What is it Rhodey?"

"Pepper where are you with those files? I need them on my desk ASAP," Rhodey said.

"Hold on, we have guest and I'm trying to greet them," Pepper said.

"Guests? Who? Wait is it that pony girl that keeps coming here? What is it the third time this month or something?" Rhodey asked.

Twilight turned to Sunset, "You've been really adamant about this haven't you?"

Sunset blushed, "S-so?"

"Anyway yeah it is Rhodey, she has some friends, Princess Luna and Twilight Sparkle, you know, Spider-Man's wife," Pepper said.

"Oh, Spider-Man's wife? The one who helped save this world so long ago? Hey she's always welcome here," Rhodey said.

Twilight blushed, "I just did what I could."

"So what do they need here?" Rhodey asked.

"They just need to go see Dr. Richards and Dr. Strange, I'm about to set up a limo," Pepper said.

"Sure thing, also tell Twilight to say 'hi' to Tony for me, or as I like to call him now, 'Pony Stark'," Rhodey let out a laugh.

Twilight rolled her eyes at hearing that, though it is kinda funny, even if it sounds like a lame joke Peter might use.

"Will do, anyway I'll be there in a minute, let me set this up," Pepper said. "Sorry about that, let me just make a call."

"Thank you," Twilight said, the others also doing so.

---

Not too long later, the girls had gotten a ride to the Fantastic Four building and went to the top. Upon knocking they were greeted by Reed Richards.

"Twilight Sparkle, Sunset Shimmer, Princess Luna, good to see you girls," Reed said.

"Likewise, may we come in?" Twilight asked.

"Of course, you're more than welcome to," Reed said, letting Twilight and friends inside.

They looked around, such a nice place. So many lab materials, such hi-tech stuff, and a great view of the other buildings.

"This place looks so nice," Twilight said.

"Thanks, we keep it very tidy, a little easier since Johnny no longer lives here so he doesn't have wild parties," Reed joked. "Of course we do miss him, he is family after all."

"Johnny misses you too, he does talk about you quite a bit," Twilight said.

"Yeah, he has a child of his own, from what Ben has told me though, she's quite the fiesty one," Reed said with a light chuckle.

Twilight groaned, "Fiesty isn't the word for it, she's too...energetic."

"Hey, even Franklin had his moments," Reed said.

"How is Franklin?" Twilight asked.

"He's fine, he's actually with Stephen, along with Ben and my wife Susan, come on," Reed said.

They went to the lab in the center of the floor where the rest of the group was. Susan noticed Twilight and waved, "It's been a while Twilight, how's Peter doing?"

"He's doing fine, he's very busy at the moment though" Twilight said.

"To my knowledge, he's fighting some dragons," Luna said.

That took everyone by surprise.

"Wow, when he went to go live in a world of magical ponies, I didn't expect to hear about fighting dragons," Susan said.

"To be fair, the main reason I summoned him was to fight off a dragon," Twilight admitted.

Luna looked over to Franklin, "That is your son correct?"

Susan looked down, "Yeah, you remember them Franklin? That's Peter's wife and her friends."

Franklin nodded, "I remember her daughter Mayday, she's nice."

"Nice? What about pretty?" Ben teased. "You sure said that a lot."

"Come on Uncle Ben, it's not funny," Franklin said with an angry blush.

"Never said it was, it's nothing to be ashamed of kid," Ben said.

Twilight found that adorable, "I appreicaite you thinking my daughter is nice, and pretty, she spoke fondly of you too."

"Tell her I said 'hi' please," Franklin said. "And that I want to see her again soon."

"Will do," Twilight said, ruffling his hair a bit.

Sunset walked over to Dr. Strange very eagerly, "I'm glad you're here, I figured out the portal! I know how to open up to Capcom! It's all in these notes!"

Sunset handed the notes over to Dr. Strange as he began to look over them, "Hm, makes sense..."

"So, do you think it can work?" Sunset asked.

"Only one way to find out," Dr. Strange said. He started working on some magic, creating a strong aura. "I think I have it, first I need to contact their world, and I know just who to contact."

In the Capcom world, Chun Li is seen looking over some files for work. As she looked through she heard a voice. "Hello, Miss Chun Li?"

Chun Li looked around, really confused, "Uh, hello? Who's there?"

"Oh good I found you, it's me, Doctor Stephen Strange."

Chun Li looked suprised, "Dr. Strange? Wow didn't think I'd hear from you, but why are you contacting me?"

"Long story, but our friend Sunset Shimmer has a way of opening a portal between your world and mine, and potentially linking straight to their world as well," Dr. Strange said.

Chun Li became interested, "Sunset Shimmer? Linking worlds?"

"Yes, she's been working tirellessly for over a year, figuring out a way to open the portal, she has it figured out but we'll need your help, if you're up for it," Dr. Strange said.

Chun Li shrugged, "Don't see why not, I wouldn't mind seeing the others again, especially Peter." Chun Li didn't realize her own blush when she said that.

"Good, now as I recall, you are one of the few in possession of a machine that can open the portals correct?" Strange asked.

"If they're weak enough, the only other place that has access to that is the lab Mega Man lives at," Chun Li said.

"Right, now then, I'm going to weaken the portal, you can then open it up with your machine, just let me know when," Strange said.

"Give me a minute," Chun Li said and rushed over to the machine in question. It was located deep in the place she worked at, a room only she and a few others had access to. She approached the machine worked on it to turn it on. "Alright, ready."

"Very well, now let's get this done," Strange said, readying his magic.

He, along with Sunset, Twilight and Luna started on their magic, following the spell that Sunset came up with. This spell caused the portal link between Marvel and Capcom to weaken.

Chun Li's machine felt the dimensions weaken a bit, that's when she activated the machine and started opening the portal.

"Alright, just a bit more," Twilight said, some sweat forming on her forehead.

They continued to work on the portal, weaking it little by little. Chun Li also waited in anticipation.

"Just a little more," Chun Li urged.

Time went on, the portal started to increase more, that's when Sunset had an idea. She jumped through the portal and into the Capcom world, surprising Chun Li a bit.

"Oh, didn't expect you to jump through," Chun Li said.

"I have my reasons," Sunset said and worked on the portal from the other side.

“Wow, that’s clever,” Chun Li said.

Strange chuckled a bit, “Not the first time we’ve had to do that.”

It wasn't long before the portal was totally opened, Marvel and Capcom had been linked.

"We did it! We linked the two worlds!" Sunset said, jumping back to the Marvel world.

Chun Li also stepped into the Marvel world and looked around, "Amazing, it's nice to be back here."

Twilight approached Chun Li with a bow, "Good to see you again."

Chun Li bowed as well, "Pleasure's all mine."

Luna approached Chun Li, "Good to see you again."

"You too." Chun Li took this time to take note of Luna's dress. It looked very similar to hers, "Nice dress."

Luna looked down, "Yes, it is really nice."

Chun Li waved at Dr. Strange and the Fantastic Four (or three). "Good to see you again."

They all waved back, and also greeted her with welcoming words.

Sunset started taking notes, "Once I work this into Equestrian magic then I can link Capcom directly to Equestria!"

Chun Li looked surprised, "Wow, you really want this don't you?"

Sunset nodded, "We already have this world linked, so all we need is Capcom, then maybe the other worlds!"

Twilight then had an idea, "Maybe you can help with that, at least that fancy machine of yours."

"I certainly can, is there a reason though?" Chun Li asked.

"Well for starters, I think the worlds can benifit each other," Twilight said. “Your world has excellent resources, Marvel has it’s own, and so does Equestria. Our combined technology and magic can create such wonders.”

"So many endless possibilities," Sunset said.

"That's true, quite amazing," Chun Li said. "Anyway I can definitley help with that, but my advice, let's open the portal from where Mega Man lives, it's a bit more convinient."

Twilight nodded, "Right, let's head back to Equestria." Twilight turned to Reed, "Thank you for having us Dr. Richards, you and your family."

Reed nodded, "No problem."

Twilight turned to Dr. Strange, "Thank you for assisting us."

"Of course, it was no trouble at all," Strange said.

Twilight turned to Chun Li, "Let's go then."

Chun Li nodded and said her good-byes before leaving with the mares.

World Syncing Part I

Later in the evening, Sunset had arrived through the portal back to Equestria along with her friends. Celestia had gone over to greet them and scout their success. "You have returned, were you successful in your attempts to merge the worlds?"

"See for yourself," Sunset said, gesturing over to Chun Li, who was examining her body.

"It’s been a while since I was a pony," Chun Li said.

Celestia looked amazed to see the Street Fighter, "So you've linked the portals, great work." Celestia approached Chun Li, "It is great to see you again Miss Chun Li."

Chun Li bowed, "Pleasure is all mine Princess Celestia."

"Now that I've figured out how to link those worlds it will be easier to link our world to Capcom's," Sunset said.

Twilight beamed a smile, "This is so exciting, we're that much closer to having a multiverse type civilization of sorts!"

"Exactly, plus with my new notes on the Capcom world and their technology on the matter, there's no limit to what we can discover!" Sunset said.

Twilight turned to Chun Li, "Your technology can help with that though, right?"

Chun Li nodded, "It sure can, it won't be easy, but it's very possible. Some worlds have been easier for us to access than others, but I think we can all figure it out, not without help first though."

"Great, question is, which world do we access first? I'd like to go back to Namco, but there's also the chance of seeing The Justice League!" Twilight said.

Chun Li tapped her chin a bit, "Going to the Justice League's world might be harder, especially since we haven't gone there. Namco's likely since we're very familiar with them, they make for great opponents."

"What makes you want to challenge a world to combat?" Sunset asked.

"Depends on how strong the world is, we're not going to challenge a world that's too strong for us, we like competition, but we need to stand somewhat of a chance," Chun Li said.

"Then why challenge Peter's world? Are the heroes of that world not exceptionally strong?" Luna asked.

"None of them are as strong as say Superman to my knowledge, though that's not to say that they aren't strong though, just not beyond our capabilities," Chun Li said. "Besides we already had an established friendship between the X-Men and my fellow Street Fighters, so nice friendly challenges were easy."

Twilight remembered something Peter had told her about this, now she has a chance to ask what she's been wondering for a couple of years. "Why did both your worlds come to such a disagreement anyway?"

Something about that question surprised Chun Li. She hoped she wouldn't have to answer this among ponies of Equestria, especially to Twilight. She debated giving a vague answer, but she also knows that Twilight is smart enough to figure it out eventually, she might as well just admit it. "Twilight, what I'm about to say might not make you too happy but I do owe you the truth, just know that it happened in the past and things have changed for the most part."

Twilight nodded, "I'm ready to accept the answer, just be honest."

Chun Li gave a nod, "While the tension between our worlds was showing, the one thing that caused the worlds to rival each other as much as they did...was Peter."

Twilight cringed, she knew that Peter might have been a reason based on how Chun Li approached the answer, but now she worries how Peter would take such a revelation. Even Luna, Celestia and Sunset seemed surprised at what was heard.

"So...Peter was a reason after all?" Twilight asked.

Chun Li nodded, "It wasn't all him, our pride did start to show and it might have irritated the Marvel heroes, and some of their own pride got on our nerves, but Peter in a way caused everything to fall apart."

Sunset looked pretty sad at what she heard, though this reveal might explain why Ryu and his allies seemed so hard on Peter. "What exactly did Peter do?"

Chun Li sat down, ready to explain things. "It started after the X-Men helped us with a problem. Somehow both our enemy groups got together and caused trouble, so we Street Fighters helped the X-Men settle that problem. Eventually both of us decided to have some friendly martial arts fights, thus starting the Marvel vs. Capcom thing. Soon The Avengers joined in, then Mega Man joined, and before long all the greatest heroes on both sides were having great fights. It was so fun too, we've never been challenged like this, something about the Marvel Superheroes brought out the best in all of us."

Chun Li felt a sense of pride remembering some of the more fun fights, Ryu hitting a powerful Shoryuken on Cyclops, Mega Man hitting a strong Mega Buster attack on Iron Man, even Wolverine and his wild way of fighting against someone like Strider Hiryu. Even her own great battles against heroes like members of The Avengers is such a fond memory for her.

"Eventually Peter decided to join us, and unfortunately, his arrogance started getting the better of him," Chun Li said. "Whenever he would fight us, he would come up with some annoying joke, his smart mouth quips, and his endless taunting. At first some of us were fine with it. Strider Hiryu himself brushed it off as Peter having fun, maybe we should have all just thought like him, but we didn't," Chun Li explained. She looked down angrily, "We were too prideful to do so, and the moment Ken lost his temper against Peter, that's when things went bad for both worlds."

Sunset knew of Ken, he is Ryu's best friend and she had seen him a few times. Weird, he seems like the type to be arrogant himself, though he probably is the type to handle giving it out, but can't take it himself.

"What did Ken say to Peter?" Sunset asked. "Or what did Peter say to Ken?"

"After beating him, Peter said something like, 'Change your name from Ken Masters to Ken Amateur, because that's how you fight' or something like that, and this was after Peter beat him in less than a minute," Chun Li said.

"Less than a minute? That sounds pretty fast," Twilight said.

"It was, Ken usually beats others in a minute, but it also bugged Ken because it was the quickest loss from any of our fights. All I know is that Ken got angry and told him 'go back to your parents you freak, if they even want you around', among those lines. For some reason Wolverine got really angry and got in Ken's face, telling him not to say something like that, that it was uncalled for an insensitive," Chun Li said.

Twilight furrowed her brow, "It is, he didn't realize it I know but he did say something terrible."

"I've seen Peter's memories, only now do I understand how harsh such words were, anyway from that moment a lot of us became unfriendly towards Peter, myself included unfortunately," Chun Li said with a saddened look.

"You too? I thought he was your favorite?" Sunset asked.

"Now he is, back then I didn't like him, didn't help that he called me 'Tree Legs', I told him to grow up and go away," Chun Li said.

Twilight looked to the side, a sorrowful look in her eyes. She knew Peter's mouth likely has gotten him into more trouble than it's worth, but to hear this sounded frustrating. "I'm sorry for how Peter has acted."

"Don't be, we didn't know he was only a kid, he was about 17 or 18 when this happened, I guess the name 'Spider-Man' threw us off, he wasn't really a 'man', just a kid, or a boy as Ryu referred to him. Besides we should have handled that better, we acted immature, it just really frustrated us with how immature he was, didn't help that he was stronger than a lot of us too, hence why when Capcom came to this world years ago, most of them would do just about anything to look better than Peter, even if it endangered all three of our worlds," Chun Li said.

"At least you knew better, though why were you one of the only ones who did?" Twilight asked.

Chun Li rubbed her head, "Let's just say that Peter helped me out big time the last time our worlds crossed paths. Plus don't tell him but...I saw him without his mask at one point, before his secret identity became public knowledge."

Twilight looked very curious, "You did? How? Did he show you?"

"No...he was unconscious and I...took his mask off," Chun Li admitted, blushing in the process. "He looked really cute, and younger than I though..."

Twilight looked a bit unhappy for some reason, but became curious on something else. "You said he was unconscious, why? Did he lose a fight?"

Chun Li shook her head, "Actually he's never lost against any of us in an official fight, he's the only one who hasn't been defeated. But something happened between our worlds and we had to work together to save them. Peter actually saved me at one point, hurting himself in the process, which is how he got knocked out. Since then I've felt terrible for saying such horrible things to him, luckily he did end up forgiving me. It amazes me how much of a sweet boy he is, especially knowing his strength."

Twilight crossed her forelegs, "At least you made up, but as of now, does Capcom still dislike Peter? Or have they all changed their minds as well?"

"Ryu likes him, he feels terrible for how he's treated him, saying he disgraced his honor doing so," Chun Li said. "Others that like him include Leon, Spencer, Strider, plus a few others. I mean they never had any dislike for him in the first place, aside from Spencer. There are a few that don't care for him but with Ryu liking him then they're less likely to say or do anything."

Twilight nodded, but remembered something, "What about Chris and Dante? To my knowledge they seem to have a lot of influence as well."

"They don't mind Peter, they just don't like the whole 'Greatest Superhero in the Multiverse' thing, Chris says Peter's too young and immature to have a title like that, Dante says that Peter hasn't done anything he couldn't have done himself," Chun Li said.

Luna couldn't keep quiet anymore, "This is absolutely ridiculous!" That got everypony's attention to her. "While Peter can be a bit...childish at times does that Chris Redfield truly believe he can't put that aside when the time comes!? Or that Dante, he really thinks he could have handled all the adversity Peter's been through? Knowing his arrogance he wouldn't have lasted that long! Shame on them for believing such nonsense!"

"Princess Luna," Chun Li said. "I understand your frustrations, I will see to it that both of them lighten up on their vocal opinions. Perhaps this is a good opportunity for them along with everyone else from my world to learn a friendship lesson, something Princess Twilight as well as your sister Princess Celestia seem to cherish."

That gave Twilight an idea, "Maybe I can ask each of them to learn a Friendship Lesson! I'd love to see their views on that subject!"

Luna looked unsure, "Is it possible? They aren't exactly friendly from what I've seen."

Chun Li looked displeased, "With all due respect Princess Luna, not every hero from my world is unfriendly and unreasonable, they can show friendship if they want."

Sunset was also displeased at what she heard, "Chun Li is right, Ryu is very friendly once you get to know him, he obviously knows friendship considering how close he is with his friend Ken. Plus Chris has told me how close he is with Jill Valentine, so he obviously values friendship. There's also Dante and his friend Trish, so all three of them know the value of friendship already."

Luna still felt a bit unsure, she couldn't fully trust Capcom yet, but perhaps they did deserve a chance. "If they can prove themselves friendly, especially to Peter, then I'll reconsider my statements."

Chun Li nodded, "That's all we ask for."

Sunset got Chun Li's attention, "So Chun Li, about opening the portal to Capcom..."

Chun Li then remembered, "Oh right, we're gonna need to contact Mega Man. Give me a second." She grabbed a little radio, "I can do with this, let me just adjust it so that..."

"Can you contact him from this world?" Twilight asked.

Chun Li nodded, "Yeah, these things work between worlds, we designed them for multiverse traveling." She adjusted the radio to the correct airwaves, "Ok, time to test. Ahem...Mega Man? Are you there? Mega Man."

Off in Capcom, Mega Man is seen in his home lab testing out each of his abilities, plus some new ones he's learned, hoping to get stronger. Before long he heard someone calling him in his built in radio. "Hey Mega Man, can you hear me?"

Mega Man looked surprised, though it was a pleasant one, "Chun Li? Is that you?"

"Oh good, I got you. Yeah it's Chun Li, I need a favor from you Rock."

Mega Man was all ears, "Sure, anything I can do to help."

"You know that device we use for multiverse traveling?" Chun Li asked.

Mega Man looked around to find the machine. He eventually saw it in another room not too far away from where he was. "I see it."

"Good, activate it and search for openings in the multiverse, you should find some," Chun Li said.

"Are you in another world?" Mega Man asked.

"Yeah, I'm in Equestria."

Mega Man looked surprised and unhappy, "That weird pony place? What did you go there for?" Mega Man came to one conclusion, "Did you go to see Spider-Man!? Why are you so interested in him!? This is why everyone thinks you have a crush on him."

"Rock!" Chun Li shouted, obviously unhappy. "Don't start with me on any of that, just do what I ask of you!"

Mega Man groaned, he didn't get Chun Li sometimes. "Fine."

He started activating the portal, hoping to find the weak spots Chun Li mentioned. Those would lead him to Equestria. While doing so, his sister Roll had entered the room.

"Rock? What are you doing in here?"

Mega Man noticed his sister, "Oh, just doing something for Chun Li. She's in that Pony world."

Roll's eyes widened, "I love that world, it's so pretty!"

Mega Man rolled his eyes, "Figured you'd say that." As he searched he found where Chun Li was, "Found you." He then activated the portal and created an opening to Equestria.

"There it is!" Chun Li said, then turned to Sunset. "Quick, use your magic to keep the portal opened!"

Sunset nodded and along with Twilight started casting their spells. Thanks to the power of the machine and the already weakened links between the worlds, it was much easier to keep the portal opened. Within minutes the portal to Capcom was fully ready, permanently established, right next to the Marvel portal.

"We did it! Capcom's portal is in Equestria!" Sunset shouted, leaping for joy.

Chun Li spoke to her radio, "Great job Rock, now why don't you come on over, I'm sure the ponies here would like to thank you."

"I'm fine, I don't need to," Mega Man said.

"Rock, just come through the portal please," Chun Li said.

Mega Man shrugged it off, "Whatever you want Chun Li." Mega Man then entered the portal with Roll quickly following after him, both arriving in Equestria within moments and taking a pony form. "Hey there."

Twilight noticed him, "You're Mega Man right? I'm Twilight Sparkle, nice to meet you."

Twilight extended her hoof, which confused Mega Man. He wasn't sure how to respond since they don't have fingers, so how do they shake hands? Or in this situation, hooves? He just went with it and pressed his hoof against hers, luckily he seemed to have gotten it right.

"Nice to meet you as well, to my understanding you're Spider-Man's wife correct?" Mega Man asked.

"Correct, glad you remember," Twilight said.

Mega Man looked around, "So where is this place?"

"Princess Celestia's Castle, looks like it will be neighbored to where you live," Twilight said.

"Sounds ok...I just hope the Professor doesn't mind," Mega Man said.

"He won't," Chun Li said. "He's fascinated with this stuff as well, and this world can trust him."

"Professor? Who is this professor?" Sunset asked.

"The one who created Mega Man, he's like his father," Chun Li said.

"Father huh?" Sunset said, and then noticed another come through the portal. "Who's she?"

Mega Man looked behind, "Roll? Why did you come through the portal?"

"To be in the Pony World again, why else?" Roll said.

Mega Man shook his head, "Sorry about that, that's my sister Roll, you probably saw her at the Marvel vs. Capcom fight we had in this world."

"I remember her," Twilight said. "Didn't get to really talk with her though." Twilight approached Roll, "Nice to meet you though."

"Same Miss...what's your name?" Roll asked.

"Twilight Sparkle," Twilight said.

"Princess Twilight Sparkle by the way Roll, she's also Spider-Man's wife," Chun Li said.

Roll quickly bowed her head, "Nice to meet you Mrs. Spider Princess."

Everyone in the room had to stifle a laugh, even Twilight herself, "You don't need to worry about the Princess part, I myself rarely use the title. Also it's technically 'Mrs. Parker-Sparkle', but I would appreciate it if you just called me by my name, I'm not one for formalities."

Roll nodded, "Ok Twilight, wow you're really nice." She called out to Mega Man, "See Spider-Man's wife isn't stuck up!"

Chun Li glared at Rock, "Have you been saying bad things about Spider-Man and his family?"

Rock nervously chuckled, "Just a few jokes with Dante, nothing major."

Chun Li was not amused, "Rock, I asked you to speak respectfully about Spider-Man, do I need to tell Ryu about this?"

Mega Man shook his head nervously, "Please don't tell Ryu, I'll try harder, but Dante keeps saying funny things and I, well, I just join in."

Chun Li shook her head disappointedly, "I'll speak with Dante later, just behave yourself."

Mega Man nodded, "Yes Chun Li, I'm really sorry."

Chun Li nodded and looked to Twilight, "My apologies Twilight, Rock is a nice boy, he just makes a few mistakes and speaks rashly sometimes."

"It's fine, we all have our moments, speaking of Ryu though, should we tell him and the others?" Twilight asked.

Chun Li's eyes widened in realization, "That's right, we should." She called to Mega Man, "Help me contact the others."

"No problem, though how are we gonna contact Ryu? He doesn't exactly carry around these radios and he's always traveling," Mega Man said.

"Dante or Chris can find him if they need to, so can Ken, especially since Ryu keeps contact with him," Chun Li said. "For now I'll contact Spencer, look for others to contact."

Mega Man nodded and started making a few calls himself.

---

Meanwhile Peter and the others are making their way to Celestia's castle by train, still thinking over what had happened before.

"At least we stopped that dragon problem, so we can report a job well done to Celestia," Stark said.

"Still, did you see the size of that Dragon Lord? He's the size of a mountain!" Peter said.

"What about that offer he gave to Spike? Training him to be one of his knights, that's big!" Janet said.

Spike nodded, "Yeah, but can I do it? Am I strong enough to handle a job like that?"

"I don't see why not, you're much stronger than you give yourself credit for you know," Janet said.

"Yeah Spike, you were a big help to me all those years ago when I first went back to my world," Peter said.

"I still lost though, I wasn't that much help in the end," Spike said.

"You still tried, you're only gonna get better," Peter said.

"Peter's right Spike," Cap said. "I think you can do it, we all do."

The others agreed with Cap's words, hoping to encourage Spike.

"Alright, if you think I can. Still I don't wanna be away from Janet and Hope too long," Spike said.

"We'll be fine if that's what you're worried about, just go for it, alright?" Janet said, giving Spike a reassuring smile.

Spike could tell from her smile that she was very genuine in wanting him to go. She understands what this could be for him, and he would like to be strong enough, not just to protect her, especially since she can take care of herself for the most part. But if he's gonna be married to an Avenger, he would like to be strong enough to deserve it.

"I'll talk to Twilight first, then we'll go back to see that Dragon Lord," Spike said.

"That’s the spirit Spike, I'm so proud of you," Janet said and pulled Spike into a deep and loving kiss.

Scott chuckled at that, "Weird seeing Janet act all girly and in love"

Janet glared at Scott, "Want to get blasted in the face?"

Scott backed off, getting a slight chuckle from the others.

"Careful with your words Lang," Carol said.

Cap looked out the window, "We're almost there."

The others looked out the window, least suspecting a big surprise waiting for them. Their rivals are returning.

World Syncing Part II

In Celestia's castle, Chun Li and Mega Man have called out for their Capcom allies. Chun Li had gotten in contact with some of her fellow Street Fighters like Cammy and Guile, Mega Man had gotten into contact with other robots like Proto Man.

"This is so amazing," Twilight said. "To think we actually have access to something like this. It's so incredible."

Luna looked unsure, "Why do we need them here? Suppose they cause more trouble?"

Twilight shook her head, "Luna, we have to give them a chance, we all gave you another chance and it turned out great. You have a lot of friends like myself and Peter, especially Peter, he just loves talking about you, always has something great to say, I even get a bit jealous sometimes."

Luna blushed at hearing that, Peter's too charming sometimes, but she wont' complain. "Peter does speak a lot of you as well, no need to feel too jealous."

"Still, let's have faith. I know Mega Man seemed a bit brash but Chun Li corrected the problem very quickly, and it sounds like Ryu himself won't tolerate disrespect to Marvel any longer, especially Peter," Twilight reassured.

Luna couldn't argue that, "I suppose you're right."

Chun Li had gotten into contact with another ally, "Spencer, are you there?"

"Chun Li? That you? What's up?" she heard.

"Oh good, I finally contacted you. Listen, the portal to Equestria is opened, permanently, you can come here whenever," Chun Li said.

"Wait really!?" Spencer asked. "Mind telling me where it is?"

"The lab that Rock lives at, he's here too trying to contact the others," Chun Li said.

"Awesome, I'll be there as soo as possible, tell Twilight I said 'Hey', see you soon!" Spencer said and turned off his radio.

Chun Li smiled and turned to Twilight, "Spencer's on his way here."

That earned a squee from the Friendship Princess, "Oh I'm so happy, I can't wait to see Spencer after so long, I'm sure Mayday will be happy too."

"How is Mayday doing?" Chun Li asked.

"She's doing great, ever since Peter's friends lived here she's been much happier to have her 'uncles' around. Plus she had her own little admirer," Twilight said with a giggle.

Chun Li too giggled at that, "That's cute, she's already found a pony she likes?"

"Well he likes her, but she doesn't seem to notice. He's trying right now, it's cute to watch," Twilight said.

"Sounds like it," Chun Li said with a small giggle.

Mega Man approached Chun Li, "I just spoke to Strider, he's gonna be here soon as well, he also said he's gonna go find Ryu."

"That's great, keep trying for the others, let everyone know," Chun Li said.

"Yes Chun Li," Mega Man said and went back to his contacts.

Sunset felt great joy in hearing that Ryu will be coming over soon. "Only a little bit longer."

---

Meanwhile Peter and the others are trotting through the castle.

"Hey you think Sunset Shimmer figured out the Capcom portal like she wanted?" Peter wondered out loud.

"Hopefully for her sake, she's been interested and hopeful of that for the longest time," Cap said.

Spitfire looked around, "Still where are they? Think they're in that council room?"

"Very likely, come on," Cap said.

In the council room, Chun Li had just finished speaking to Dante, "You remember where Mega Man's lab is right?"

"Totally," Dante replied.

"Good, that's how you'll get here," Chun Li said. "See you soon."

As she finished, she looked over to a curious Luna.

"Why ask him to come? He's not exactly the nicest pony," Luna insisted.

"I know, but he's gonna find out anyway, if we don't tell him he's gonna make a big deal out of it," Chun Li said.

Luna sighed and overheard Mega Man talking.

"Portal's open, how soon can you get here Chris?"

"Very soon, your lab isn't too hard to get to, for me at least," Chris replied.

"Good, hurry please," Mega Man said and ended his contact. "Another one down."

As this continued, they all heard the door open, the heroes had arrived.

"Whoa, what's going on in here?" Peter asked.

Chun Li noticed him and immediately ran towards the Spider hero, "Peter! You're here!" She jumped over and pulled Peter into a hug, "I've missed you so much!"

Peter looked surprised, "Chun Li? You came back?" He slowly returned the hug, still a little confused but happy as well.

"Sure did, Sunset Shimmer helped us, I'm so happy to see you again!" Chun Li said, hugging him tighter.

"Wow, she figured it out, awesome," Peter said.

Chun Li continued to hug until she heard Twilight getting their attention. She looked over and saw a look of disapproval on the mare's face. Figuring she wasn't too happy with the sudden hug she had given to Peter, Chun Li sheepishly broke away.

"Anyway I'll let you get to your wife, I'm sure you'd like to see her just as much as she wants to see you," Chun Li said.

Peter nodded and trotted towards Twilight, "Hey honey."

"Hey Peter," Twilight gave Peter a welcoming kiss. "Did you handle those dragons?"

"Yeah, wasn't too hard, but we made peace with them once we met with Princess Ember and her dad," Peter said.

"Oh, you've seen the dragon royalty?" Twilight asked.

"Yeah, but you shouldn't have seen her dad, he's HUGE! Like humongously huge! He's so big that this castle would have to be ten times it's size just for his feet to fit inside, barely!" Peter exclaimed, using his forelegs to further explain what he saw.

Twilight looked unsure of what Peter was saying, and a little weirded out. "Aren't you overexaggerating a bit?"

"Actually Twilight, the Dragon Lord is very grand in size, though Peter is probably exaggerating a tiny bit, he's not far off," Celestia said.

Twilight's eyes widened, the idea of a dragon that big, and they're already pretty big as it is. "I hope Fluttershy never has to see him."

"Well Spike might have to , he offered to have his daughter train him to be a knight," Peter said.

Twilight looked to Spike, "Is that true?"

Spike nodded, "Yeah, I've thought about accepting the offer, Janet's fine with it but I'd like to hear your opinion."

Twilight felt some uncertainty. She doesn't know this dragon well so she's a little reluctant to let them train Spike. "I'll have to think about it Spike."

"Huh? What are you his mother?" Scott asked. "Besides he's married, the only woman he has to answer to is his wife and she already said she's fine with it."

Twilight glared at Scott, "Excuse me but Spike's my little brother, so I'm allowed to have a valid opinion on his ventures."

Scott shrugged, "I'm just giving my honest opinion."

"Save it, anyway I'll think about it a little, I just want to make sure Spike doesn't get into anything he shouldn't," Twilight said.

Chun Li however felt curious by Scott's statement. "Did he just say Spike has a wife?"

"Sure did," Janet said. "And I'm the lucky lady."

Twilight had a realization, "That's right, you don't know. Spike and my friends got married over a year ago."

That surprised Chun Li a bit, "Wow, was it to Peter's friends?"

"That's right; Johnny married Rainbow Dash, Remy married Applejack, Bobby married Rarity, Deadpool married Pinkie Pie, Logan married Fluttershy and Janet married Spike," Twilight said.

Chun Li felt happy for all of them, it's nice to know they all made it official, though she did find the idea of Deadpool getting married to be a little odd.

"Also some of them have children," Peter said. "Johnny and Rainbow Dash have a beautiful daughter named Firefly, Remy and Applejack have a son named Oliver, even Spike here has a daughter with Janet named Hope."

Twilight nodded, "Not to mention, Rarity is pregnant and due in a few months, Fluttershy is also currently pregnant, just a few months in."

Chun Li felt happy for the couples, "That's so nice...little amazed that even Wolverine got married and is expecting a child."

"Yeah. believe it or not, Logan is a pretty mellow guy," Peter said.

"I find that hard to believe, he's the most aggressive hero in your world, he doesn't even act very hero like honestly," Mega Man said.

Chun Li glared, "That's enough Rock, you don't know Wolverine that well to say such things."

Mega Man looked down in shame, "Well he hasn't really shown otherwise..."

"Anyway, maybe I should call back home, I'm sure the other heroes would like to see that Capcom's portal is open," Peter said.

Cap looked around, "So is it only Chun Li and Mega Man here or are there others?"

"Mega Man's sister is right there," Twilight said, pointing to Roll. "But the others have been contacted so they should be here soon."

Chun Li looked at all the other Avengers, "So do they live here too now?"

"Cap does, Ant Man does, Carol's been planning to move here and Stark runs a business here, but that's about it," Peter said.

"My business is doing great too!" Stark said. "On the verge of some great technology, though I just wish these ponies would work a little more efficiently."

Something about that caught the attention of Celestia, Cap and Peter.

"Efficiently? How so?" Chun Li asked.

"Like it seems like they should know what they're doing but it's like some of them are intentionally holding back, making several mistakes in the process. Some things have even gotten delayed or scrapped because of that, so curious," Stark said.

Cap looked a little curious, then glanced over to Celestia, who seemed to be looking the other way. He can see the worry in her eyes. What Cap didn't realize was that Peter also looked unsure of something.

"If you need help I can probably send a few guys, maybe this world can benefit from Capcom technology," Chun Li said.

"I can also ask Dr. Light to help, you know, the Professor that created me," Mega Man said.

"What about Peter? He's a smart kid, hire him," Scott said.

Stark looked over to Peter, "He does work with me, I show him some of my blueprints, he works on those he says he can handle, right Peter?"

"Something like that, my daughter also helps a bit," Peter said.

"Your daughter? Isn't she like two years old?" Mega Man asked.

"She's six actually, and she's very smart for her age," Peter said.

"I can vouch for that, she actually once figured out something someone in my world couldn't," Stark said. "Rhodey was not happy."

Twilight then remembered something, "By the way, your friend Rhodey wanted me to say something to you."

"Really? What?" Stark asked.

"He says, 'Hello Pony Stark'," Twilight stated, getting a look of annoyance from Stark.

"I'll get him for that, they better be doing their jobs right over there though," Stark said.

"Your assistant Pepper Potts is handling that, don't worry," Sunset reassured.

"Anyway Mr. Stark I'm sure I can help you with your stuff, just let me know," Chun Li said.

"Sounds great, soon this world is gonna see technology no one has ever seen yet," Stark said with triumph.

Celestia again looked concerned, all she could do was hope that things work out the way it should. Cap gave another glance to Celestia, doing a slight groan of disapproval. He once again did not notice Peter's uncertainty.

---

Hours later, the rest of the heroes and elements had arrived. Johnny was trying to calm his daughter while Rainbow Dash made her a bottle. Applejack took the time to feed her son some apple sauce with Remy just watching. Bobby was giving Rarity a hoof massage, her pregnancy was really showing and causing some pain for her to walk. Fluttershy sat with Logan massaging her neck while she rubbed over her showing stomach. Pinkie and Deadpool just ate some pies.

Mayday was also there, playing with the Hope while Trixie, Laura and Lightning Dust watched them, awaiting the arrival of some of the Capcom guys.

"How much longer before those Capcom dudes show up!?" Lightning asked.

"Yeah, I'm getting bored waiting!" Laura complained.

"No one asked you two to come you know!" Scott said.

“What’d you say!?” both mares angrily asked.

Chun Li groaned, "Relax, they're almost here!"

It wasn't long before some had started stepping through the portal. The first among them was a familiar man with a Bionic arm. That man then became a pony and offered a grin to the other ponies. "Ya miss me?"

Twilight beamed in happiness, "Nathan!"

Mayday also took notice of the man, "You're back!"

The two rushed over to greet the Bionic Commando.

"Twilight, Mayday, good to see you both." He looked to Peter, "Hey Parker, how's life?"

"Unpredictable I guess," Peter responded.

"Sure is pal." Spencer looked around, saluting each of the ponies, "Nice to see you all again, cool to be back here."

"It is," they heard. Strider Hiryu had stepped through the portal and then reverted to his pony form. "I must admit, this place has a nice atmosphere."

Twilight bowed to Strider, "Pleasure to see you again."

Strider himself then bowed, "Pleasure is all mine Princess."

Spencer walked more in, looking around the castle. "Been a while since I last came here."

Strider also walked in more, "I'm don't recall formally being invited into this castle, it's well decorated."

Mega Man looked around, "Where are the others?"

"They're coming, give it a moment," Spencer said.

"Actually we're here," they heard. Two familiar guys stepped through the portal, suddenly reverting to their pony forms as well.

"Dante and Chris Redfield, welcome," Celestia said.

Luna rolled her eyes, "So you two did show up, how nice."

Dante looked a little displeased, "So great to see you too Princess."

Chris also looked displeased, "Yeah, really been looking forward to it."

Twilight approached them, "Hello guys, it's been a while."

"Sure has, how are things here? How's your daughter?" Chris asked.

"She's great, she's right there with Nathan," Twilight said, gesturing to Mayday who was talking to Spencer.

"She's grown a bit, but I'll admit, your daughter is a cute little filly," Chris said.

"Yeah, how long before she gets her share of admirers like that dad of hers?" Dante said.

"She has two actually, she just doesn't realize either of them like her," Twilight said.

Chris and Dante chuckled a bit.

"That's nice," Chris said, then noticed Peter approach. "Hey Parker, still doing your superhero thing?"

"Yeah, fought some dragons a couple of hours ago, I think they know you guys, or at least Ryu," Peter said.

"Probably those annoying teenage sounding dragons," Chris said.

"Speaking of Ryu, where is he?" Twilight asked, looking around. "According to Mega Man, that Strider Hiryu person was suppose to find him."

"He's coming, Strider just got ahead of him," Dante said, then heard the portal make noise, "Here he comes now."

Stepping through the portal was a man familiar to all of those in Capcom, Street Fighter warrior himself, Ryu.

"I have returned to Equestria," he said as he reverted into a pony.

Peter looked happy to see his old rival, but before he could greet him, Sunset ran past them. "Ryu you're back!"

Sunset pulled Ryu into a strong hug, one that surprised the warrior. "Sunset Shimmer?"

"Ryu! I'm so happy to see you again! I've been waiting for years just to see you!" Sunset said with tears in her eyes. She was so overwhelmed with emotion she can barely contain herself.

Ryu, however, didn't know how to feel or how to handle this, "Um...I am deeply flattered?"

Sunset nuzzled against Ryu, "Now the portal's open, we can see each other as much as we like. Oh Ryu, you have no idea how happy this makes me."

Ryu was still confused, he looked to his teammates for some answers, though all he got was a sly grin from Chris and a look from Dante that suggests he's holding back laughter.

He looked over to Twilight, but she just looked really happy for some reason. He noticed Peter right next to her, looking just as confused.

"Um Shimmer, maybe you should lighten up a bit, everypony's staring at you," Peter said.

Sunset turned around and noticed the awkward looks from all the ponies in the room, from the Marvel Heroes, to the Capcom Fighters and The Elements of Harmony.

Blushing heavily, she let go of Ryu and attempted to speak as if nothing had happened. "Anyway it's nice to see you again Ryu."

Ryu looked on, even more unsure. "Um...same to you Sunset Shimmer."

Sunset nodded and walked away, "Give me a moment please." It didn't take long for her to rush out the room, her previous overwhelming feeling of happiness now completely replaced with embarrassment.

Ryu scratched his head, "She reminded me of Sakura for a moment, she’s really happy to see me." He looked to his two allies. "What? What's so funny?"

"Dude, she likes you," Dante said.

Ryu nodded slowly, "Yes, she is a friend, so she would like me, we've been over this."

Dante groaned, "Dude, seriously? Didn't your sensei teach you about girls?"

"Teach what?" Ryu asked.

Dante face hoofed, "You're so hopeless."

Ryu sighed in defeat, then noticed Peter and Twilight. "Good to see you both again at least."

"Same here, we really missed you Ryu," Twilight said.

Peter nodded, "Yeah, it's been a while, how are you anyway? How's your training? Did you get much stronger?"

"A little, I can show you later if you'd like, how's your training going?" Ryu asked.

"It's great, I exercise with Twilight regularly," Peter said.

"I meant martial arts training, not that exercise isn't important," Ryu said.

"I don't really train for martial arts, just to be strong enough to protect my loved ones," Peter explained.

"Peter you seem to be a gifted fighter, it would be a shame if you wasted that," Ryu said.

Peter shrugged, "Sorry, I'm just not that into fighting. I would prefer to do things without fighting honestly."

"That's not gonna get you anywhere," Dante said.

"Dante, enough," Ryu said, then looked to Peter. "I can respect your decision, but you might need to reconsider if you're gonna keep being a superhero. You don't have to fight for sport like I do, but knowing more martial arts can help you protect your loved ones."

Peter shrugged, "Maybe, I just don't have that type of focus, and martial arts sounds like it needs a lot of it. Chun Li did tell me I tend to lose focus or complain a lot."

"Martial arts does need mental discipline, and I can see why that could be a problem since you're kinda, immature at times, no offense," Ryu said.

"None taken, I know I'm a bit immature on occasion, maybe all the time actually," Peter said with a chuckle.

Ryu gave a reassuring smile, "Don't worry about it, perhaps I just envy your view on life. You've been through a lot yet you always have a reason to smile. Keep being yourself Peter, there's a reason so many look up to you."

Peter rubbed his head shyly, "Thanks Ryu, I knew you were a cool guy."

Ryu noticed Mayday nearby, "Your daughter's grown a bit, how long before she takes over as the Spider-Hero of the family?"

Peter frowned, "If I can help it, never, I could never forgive myself if something bad happened to her."

Ryu nodded, "True, in your position I wouldn't want that either."

"Same here," Dante said. "If I had a kid I would prefer if they didn't do the stuff I did, though knowing my family's luck it's gonna happen regardless."

"If I had a kid I wouldn't want them doing what I do either, I can understand your feelings Peter," Chris said.

Peter nodded, "Thanks, wow something all four of us agree on, who would have thought?"

The Capcom trio shared a laugh at that. Even Twilight found some humor in this, to see that Peter can get along with Ryu, Chris and Dante.

"What does your daughter wanna be though?" Ryu asked.

Peter thought a moment, "She likes our family's lab, she said she wants to become a scientist, something I've always wanted to do, but gave up on."

Ryu looked curious, "Why did you give up on that?"

"I became a superhero, plus for a while I didn't feel like I deserved to be happy," Peter admitted.

Ryu looked surprised, then unhappy, "That's horrible Peter, you're a great boy, you should be happy."

"It's a long story, let's just say I made some mistakes and I didn't feel comfortable being happy, until I married Twilight," Peter said.

"It's true, he was always so down on himself, took me months to get him to snap out of it," Twilight said.

Ryu shook his head, "As long as that's over with, I don't wanna hear you talking like that again though Peter."

"Yeah seriously, you shouldn't look down on yourself and give yourself grief...that's our job," Dante said with a coy smile.

Peter chuckled some more, "I guess so."

Chris patted Peter's back, "Just be there for your daughter at least. One thing we know you're doing well at is being a father."

Ryu nodded, "Spencer has mentioned that your daughter is intelligent for her age, nurture that talent, maybe she can be a great scientist, or anything else she wants to be."

Peter offered another smile, amazing how often he smiles around them compared to before. "I definitely will."

Dante smiled a bit at Peter before noticing a familiar pony approach him, "Sup Applejack, been a while."

Applejack nodded, "Howdy Dante, yeah it's been over a year at least."

Dante noticed the baby pony on Applejack's back, "Who's the kid? Family member?"

"You can say that, he's mah son Oliver," Applejack said.

Dante rose his eyebrow, "Son? You had a son?"

"Yup, me and Remy got married about two years ago and this little bundle of joy was born about a year after," Applejack said.

"Wow, you actually got married? Too bad I wasn't there, was it a nice one?" Dante asked.

"It was beautiful," Remy said as he approached the group. "All the apples were there, and some of the X-Men."

"The X-Men came? Then why wasn't I invited?" Dante asked.

"Making a temporary portal to Marvel was easier since the worlds have already been linked together more than once, making a portal to Capcom would have been much harder," Twilight said.

Dante shrugged, "Guess that makes sense, anyway what's the kid's name?"

"His name is Oliver, Remy picked it out," Applejack said.

"I did always want a son named Oliver," Remy said.

"Oliver, sounds cool, nice name you two," Dante complimented.

At that moment, Rarity and Bobby also made their way over.

"Rarity, good to see yo-" Chris noticed her pregnant belly, "Whoa, didn't remember that last time I saw you."

"Last time you saw me was a little over two years ago, I wasn't married to Bobby yet," Rarity said.

"Oh so you got married as well?" Chris asked.

"Yes, me and Bobby got married about two years ago, it was wonderful," Rarity said.

"Totally, we actually got married in this castle, just like Shining Armor and Princess Cadance," Bobby said.

"Amazing how much has changed since we've been gone," Ryu said.

Dante looked to the other heroes, "I'll say, Human Torch looks like he has a kid as well...wow she's really crying."

Chris looked over as well, "I see that Fluttershy pony, looks like she's pregnant too, nice for her."

Ryu looked to Deadpool and Pinkie Pie, "Do they have kids?"

"Not yet," Peter said.

Ryu sighed, "Good, I can only imagine how that would turn out."

Twilight looked over at Johnny and his daughter, "Johnny and Rainbow do their best to take care of their daughter Firefly, but sometimes she just has her moments."

"Sometimes?" Bobby joked.

"Bobby!" Rarity scolded, then turned to the Capcom guys. "She's really sweet once she stops crying."

"If she ever does," Bobby said.

Rarity gritted her teeth, "Bobby! That's enough!"

"Seriously lay off, your kid could turn out that bad too," Peter warned.

Bobby shrugged and looked to the Capcom trio, "So, how long are you guys gonna stay?"

Before they could answer, they noticed Logan make his way over. "Ryu, Chris, Dante, good to see you three."

"Hello Wolverine," Ryu said with a bow.

"Sup Old Man?" Dante said.

"Logan, it's been a while," Chris said.

Logan nodded and looked to Chris, "Hey, mind coming with me a moment? Me and my wife need to ask a favor."

Chris looked curious and turned to his allies, "Mind waiting a moment?"

"Go do what you need to do Chris," Dante said.

Chris looked to Logan, "Alright, let's go then."

Logan walked Chris over to Fluttershy and then they went to the corner of a room to talk.

Dante stretched out his hooves, "So now what?"

Peter shrugged, "Not sure, I guess we just wait for Chun Li to say something."

Applejack had an idea, "Would you like to go see Firefly up close?"

Dante looked over to the again crying baby, who grabbed a bottle Johnny tried giving her and tossed it away, hitting Spencer in the head. Mayday turned to them obviously displeased and led Spencer away as he rubbed his head, muttering something about that baby probably having some bionics herself for throwing so hard.

"I'm good," Dante said.

As Mayday led Spencer away, she saw Mega Man talking a bit with Iron Man. "Wow, it's him, he's here too!"

"Who?" Spencer asked, looking ahead. "You mean Iron Man? Don't you see him every day?"

"No not him silly, the robot boy!" Mayday said.

Spencer looked to Mega Man, "Ah, you're interested in Rock...wait since when?"

"I noticed him a couple of years ago, when your worlds had that big tournament. I had no idea he was a robot! He looks so well designed," Mayday said.

"Yeah he's a really impressive kid, one of our finest heroes," Spencer said.

Stark looked over to the two, "Oh, it's your Bionic friend, and Peter's daughter."

Mega Man looked over to the two, causing Mayday to get a little nervous. "He's looking right at me, what do I say!?"

"Um, say 'hi'?" Spencer suggested.

Mayday waved awkwardly at Mega Man, "Hi! I'm Mayday! I like technology!"

Mega Man looked a bit weirded out, Stark chuckled a bit and Spencer groaned as he rubbed his face.

"Ok, you made a fool out of yourself, you're worse than your father, let's go," Spencer said, dragging Mayday away.

"Wait, I just need another chance! Wait!" Mayday begged, grabbing the floor as Spencer dragged her away from Mega Man, who looked on in confusion.

"She's weirder than her dad," Mega Man said.

---

With Chris, he along with Logan and Fluttershy spoke in a private part of the room.

"Chris, my wife and I need a favor," Logan said.

"If you can do it, you don't have to if you don't want but we would really appreciate it if you could help us," Fluttershy said.

"I'll do what I can, but what favor do you need?" Chris asked.

Logan looked around to make sure no one was eavesdropping and whispered close to Chris. "You know that Sweetie Belle from the future? The one dressed in those skin tight clothes?"

Chris nodded, "What about her?"

"She's still having some trouble, apparently her future is swarmed with a group of creatures called Changelings, they're like Skrulls except-"

"I'm familiar with Changelings, I learned about them one time at Twilight's house," Chris said, not going into full detail how.

"Alright then, anyway she needs help and since you run a team that specializes in survival against swarms of monsters, we were hoping she can get help from you or anyone in your team," Logan said.

Chris tapped his chin, thinking over some stuff, "I could send someone from the BSAA, but that's easier said than done. They're usually very busy and even if we can find someone, it's gonna take forever just to get at least one person. Plus since they're gonna take on a pony form, it may cause a few problems."

Fluttershy looked a little disappointed, "So you won't be able to help her then?"

Chris scratched his head, then had an idea. "There might be a way, it won't be someone from the BSAA, but this person can handle this stuff about as well as I can, and since he's like Spencer and can work with whoever, we can get him here soon, once we talk to Chun Li first."

Logan looked satisfied, "Good, but can he handle being in Equestria? Being a pony?"

"That's the best part, he's been in Equestria, you've already met him actually," Chris said.

"We have, who is he?" Fluttershy asked.

"Leon Kennedy, I'm sure you remember him from a couple of years ago," Chris said.

Logan remembered the name instantly, "Yeah, he was also at that Marvel vs. Capcom thing we had a few years back, great fighter, quite a tactician."

"Yeah, he can handle this, I'll get in contact with him and then we'll talk to Chun Li, I'm sure he'd be up to this, he did say something about Equestria seeming like a nice place, plus he hasn't had a lot of work lately, so he'll very likely wanna take a new job," Chris said.

Logan felt relieved, "Thanks Chris, we owe you one."

Fluttershy nodded, "Yes, thank you Chris."

"No problem, just doing what I can to help," Chris said with an honest smile.

---

Later on Celestia had gathered everyone's attention. "My Little Ponies, as you can see we now have two portals that lead to other worlds, Marvel and Capcom. With this the magic of friendship can spread out more than we had hoped, teaching those worlds and learning from them. My hope is that you use that knowledge to help others, I'm sure there's a lot all three worlds can teach each other, and I trust all of you to accept such a big responsibility."

"Will do Princess Celestia," Peter said.

"Yes, we'll be honored," Ryu said.

"Good, now on to other business," she turned to Cap. "You had taken care of the dragons correct?"

"Yes, from the looks of things the Dragon Lord has no interest in taking over Equestria, neither does his daughter Princess Ember, perhaps we can do like what Peter plans to do with the Changelings and make peace with them," Cap said.

"Spike was even offered a chance to train with them as their knight, surely that can also benefit our world," Spitfire said.

Celestia looked intrigued, "That does sound like a great opportunity." She looked to Spike, "Will you accept it?"

Spike turned to Twilight, who still looked unsure. "Part of me wants to, I just hope I don't fail."

"I think Spike can do it," Peter said.

"Same here," Cap agreed.

The rest of the Avengers started to agree.

"In martial arts, a dragon symbolizes power, I think this young dragon can be something special," Ryu said.

"Spike should totally go for it, sounds awesome!" Rainbow Dash encouraged.

Peter looked to Twilight, "Only you can make the final call."

Twilight looked a little unsure, but sighed in defeat, "I believe in Spike as well, if he wants to train, then he should."

Spike felt some relief, one major reason he didn't wanna train was because he worried what Twilight would think. With Twilight approving, he feels a bit better.

"I won't let anyone down, I promise," Spike said.

He got several cheers of motivation from his allies, and a look of approval from Celestia.

"It's settled then Spike, you shall train with the Dragon Lord," Celestia said.

Spike nodded, "Yes Princess, I'm ready."

Celestia looked to the Capcom warriors, "I must ask you all though, one reason the Marvel world opened was because the Avengers wished to aid us, would you be willing to do so if needed?"

"You're not obligated to, but we would like to put the offer there if you desire," Twilight said.

The Capcom warriors looked surprised, so they huddled together to speak on this. Chun Li spoke first, "If you need us, as in really need us, we would love to come help you."

"It's harder for us though, unlike The Avengers, we at Capcom aren't always together in one building. In fact our world works a bit differently than the Marvel world, so it might be harder," Chris said.

"We'll do our best though, hopefully we can help when you really need us," Spencer reassured.

Celestia nodded, "That's good, for now we're just fine with The Avengers, we won't burden you unless absolutely needed."

"Rock's always closer if you ever need him though," Chun Li said. "But if it's really bad, you can always come to us, we'll be there very quickly."

"Right, until then you are still more than welcome to come if you wish to see us," Celestia said.

"Yeah, especially Ryu, I'm sure a certain pony would love to see more of him," Dante said coyly.

Ryu looked even more confused, "Are you trying to say something Dante?"

"Dude, you're beyond hopeless," Dante said.

Ryu scratched his head, then felt a pony nudge him. He looked down to sere Mayday, "I know how you feel Mr. Ryu, I get that a lot whenever Pound Cake talks to me."

Hearing that, Peter suddenly began to understand a few things. "Wait a minute...Pound Cake and...my daughter?" He looked to his only daughter and remembered how Pound Cake acted around her. Now he knows why, but he doesn't know if he should be a proud father, or an overprotective one. "Well, at least he doesn't have superpowers."

As everyone started leaving, Chris had approached Chun Li and explained the Future Sweetie Belle stuff to her. Once she gave him a nod of approval, she reached to her radio to make one final contact. "Hello, Leon, it's Chun Li, are you there?"

Moments later, she received a reply, "Yeah I'm here, you need something?"

"Yeah, I have a job for you."

"A job huh? Hope it's good. Where do you want to meet?"

"You've been here before actually," Chun Li said. "I'm sure you remember Equestria."

Leon's eyes widened, what was planned for him there? His mission would be interesting.

Rivals turned Friends

The ponies had returned to Ponyville, with the Capcom trio joining them. While Dante went to Sweet Apple Acres and Chris went to the Carousel Boutique, Ryu joined the Parker-Sparkle family.

Ryu arrived at their home, looking around in curiosity. "Why does this place seem bigger?"

"We added more room to it so more ponies can live here," Peter said.

"More ponies? To my knowledge you already lived here with your wife, daughter, adopted son, your dragon friend, Wolverine and that weird magician mare," Ryu said.

"Hey! Who are you calling 'weird'!?" Trixie shouted from the kitchen.

"You wear a really funny looking hat and you keep calling yourself 'Great and Powerful', that's actually just as annoying as it is weird!" Ryu shouted back.

Before Trixie could say anything else, another voice was heard.

"Don't listen to him Trixie, you're very nice, talented and beautiful!"

"Thank you Rumble, you're so sweet," Trixie said, then the sound of a kiss was heard, likely from Trixie to Rumble's head.

"Is that Rumble!? When did he get here!?" Peter asked.

"He just came by to see his favorite Auntie Trixie," he heard Trixie call out.

"Yeah, I'm on my way home now," Rumble said, walking out the kitchen and looking towards Ryu, "So what is he doing here exactly?"

"Rumble be polite, Sunset Shimmer opened the portal and now Ryu's back," Peter said.

Rumble rolled his eyes, "Isn't that going to lead to more pointless fighting? Sorry to say but the Capcom Heroes are just a bunch of battle ready brutes."

"Rumble," Peter scolded. "That's not polite, they're just proud and competitive, aren't you just as competitive when you want to be a great flyer?"

"I'd hardly call that the same, anyway I need to get back home, Flitter's making my favorite dinner, see ya," Rumble said and left the home, flying back towards Cloudsdale.

Ryu shook his head in shame, "I thought he was well mannered."

"He is, usually, he just gets upset if you insult Trixie," Peter explained. "Plus he seems to be a bit moody lately, probably hormones or something."

"He mentioned going back home, does he no longer live her?" Ryu asked.

"No, he moved away with his foalsitters to Cloudsdale, but comes by very often because he misses us, plus he's dating Apple Bloom so that gives him more reason to stop by. Helps that Cloudsdale is like, right above Ponyville, so it's not like he moved that far," Peter said.

"Alright, but what about everyone else? Do they still live here?" Ryu asked.

"Logan moved in with Fluttershy since they're married, and Janet moved in with us after she married Spike, and my Aunt's also moving in since she lived at Sweet Apple Acres," Peter said.

"Makes sense, but it still seems like it's the same amount of ponies, or did they just want more room?" Ryu asked.

"Well keep in mind that Spike and Janet have a daughter," Peter said. "Plus me and Twilight want to have another child soon."

"Right, that does make sense," Ryu said. "Also you mentioned your Aunt living on that Apple Farm, was there a reason?"

"Yeah, actually she lived there a bit for a few reasons. One we didn't have enough room at the time and two, at the time she moved here a lot of ponies didn't trust me because they found out I wasn't from this world, that I was a human. I was afraid that would happen to my aunt so we tried to keep her away from that for a while," Peter said.

Ryu nodded, "Understandable, but why would they not trust you? You did save this world, more than once I believe."

"I did, but the fact that I came from another world just scared them, they already seemed unsure of me when they thought I was a pony with powers, knowing I came from another world, it was too much for them. Didn't help that the threat came from my world so they didn't trust me that much more," Peter said.

Ryu felt pity for Peter, he hadn't realized that. He saw Peter's memories once but he still didn't fully understand certain things. "Sorry that happened to you, I'm glad that didn't stop you from being a superhero."

"I had to, for my wife, and my at the time soon to be born daughter Mayday," Peter said.

Ryu started to feel proud of Peter, "You're very tough to handle something like that, you have a responsibility and you lived up to it very well."

"With Great Power, comes Great Responsibility," Peter said.

Ryu looked curious, "Interesting saying, that your superhero catchphrase?"

"Sorta, if I had to pick a catchphrase it would be, 'Friendly Neighborhood Spider-Mane' or even 'My Spider Senses are tingling'. The 'Great Power' quote I said is more of what motivates me to be a hero," Peter said.

Ryu nodded, "It's a nice quote, very enlightening, that's probably a better catchphrase, but I guess it's too good to be a catchphrase," Ryu said.

"Maybe, do you have a catchphrase?" Peter asked.

Ryu tapped his chin, "Well, sometimes I do say, 'You must defeat my Shoryuken to stand a chance', that's about it. But I'm not really one for catchphrases."

"Well I still think it's awesome," Peter said with a chuckle, Ryu following suit.

"Anyway thanks for inviting me into your home, though it looks like everypony just left to their own business once we got here," Ryu said.

"Twilight went to write down some notes on the portal activation, Trixie getting a late night snack, everypony else is asleep, it's been a long day, I'm pretty tired myself," Peter said.

"Do you wish to sleep? I won't keep you up," Ryu said.

Peter shook his head, "I'm fine, I have super stamina, I'm good for a few more hours. Though can you stay awake long?"

"I'm used to sleepless nights, but I do think you should rest soon, a warrior needs their rest," Ryu said.

"I guess, hopefully I can find a nice place for you to sleep," Peter said.

"I'll sleep just about anywhere, as long as there's no spiders around," Ryu said, then realized his wording. "Actual spiders I mean."

"Is there a reason you don't like spiders?" Peter asked.

"One morning I woke up with one in my mouth, wasn't a great experience," Ryu said, looking a little glum.

Peter cringed, "Yeesh, yeah I would hate spiders too, then maybe I never would have gone to that exhibit and gotten bit by a spider...wow imagine that world?"

"Yeah, maybe someone else would have gotten bitten," Ryu said.

Peter tapped his chin, "I did once see more versions of myself, including a pig."

Ryu looked like he had seen something strange, "A pig? You have some crazy adventures."

"Tell me about it," Peter lamented.

Ryu looked to the side, still thinking over some stuff, "Question...do you know why Sunset Shimmer acted the way she did with me today? It just seemed kind of...weird."

Peter looked over to Ryu, unsure of what to say. Should he tell him the truth? Sunset might be unhappy but he can't just not answer the question.

"She just likes you, a lot," Peter said, hoping to be vague.

"I can see that, but why me? I know we're friends and she's been very kind to me but it just seems unusual," Ryu said.

"What's unusual about it? Don't you have others that you know that do that?" Peter asked.

"Um, sometimes from my friend Sakura, she does admire me quite a bit and wishes to be a great fighter like myself. It just felt different with Sunset Shimmer, I just can't figure it out," Ryu said.

"I suggest spending some time with her then, she's likely just fascinated by you, she's actually a nice mare, you should get to know her more," Peter said.

"I plan to, if to figure out her fascination. Sakura I understand, she's studying the same fighting style I am, so I would imagine she looks to me as a teacher, but Sunset Shimmer seems to have other reasons," Ryu said.

"Some things are hard to figure out, I'm no different, honestly I partially define it," Peter said. "Twilight was no different, she and her friends were so great to me and they showed so much care. Once I did begin to understand them more, especially Twilight, I started to see things in a whole new way. It gave me some optimistic hope."

"You are very optimistic I've noticed," Ryu said. "How do you hold on to that optimism despite everything that's happened to you? It sounds like you've had some pretty major battles, I heard about what that Goblin bastard did to your old girlfriend, how are you so strong despite that? Don't you worry?"

Peter gave a solemn look to Ryu, "All the time, I haven't forgotten what Goblin did, but I use that for strength. I promised never to let anyone get hurt again, that's my motivation, that's why I keep fighting."

Ryu nodded, "I know that feeling, after seeing what others like Bison and Akuma have done, I too strive to be stronger, but I admit, sometimes I worry it's not enough, how do I stop such monsters? How can I protect those I care for? The ones I call friends and comrades."

"Just believe in yourself, I'm sure you're friends do," Peter said with a encouraging smile.

Ryu sat with his arms crossed, "Your optimism amazes me Peter, but thanks, perhaps your are a wise guy as your friends call you."

Peter frowned, "Um, the term 'wise guy' is meant to be sarcastic, not genuine."

"Oh...that actually makes more sense, not because of you, but because of some of my friends and allies, especially Ken and Dante," Ryu said.

"Speaking of Ken...does he still hate me?" Peter asked.

Ryu shrugged, "I don't really know, I should hope he still isn't holding such a grudge since he should know better, then again a lot of my fellow Capcom warriors felt humiliated when fighting you. While you didn't mean to Peter, you made them feel weak, then all this talk of you saving the multiverse just hurt their pride more, myself included admittingly."

"I didn't intend to do that, I thought all of you were pretty strong, and I'm sure any of you could have handled what I went through," Peter said.

Ryu shook his head, "No, we couldn't, you're so much more stronger than a lot of our best guys, at this point the only one who can really give you a challenge is Asura."

Peter looked curious, "Asura, who's that?"

"Someone you don't wanna meet, believe me on that, I've faced him and I was lucky to get out in one piece, he's pretty much at Thor's level, maybe higher," Ryu said.

Peter's eyes widened, "Whoa, I don't think I wanna tangle with that."

Ryu shrugged, "Well you seem to be as strong as Thor, he does praise you a lot, maybe you can handle Asura."

"Or I'll just stick to keeping this world safe and not picking a fight with someone who sounds that tough," Peter said, then yawned a bit.

"You're tired, go get some rest," Ryu instructed.

"I'm not that tired honestly, I can stay up a little longer," Peter said, sounding even more drowsy.

"Peter...you need to rest, we can talk more tomorrow alright?" Ryu said.

Peter gave in, "Alright, where will you sleep?"

"I can sleep on the floor, don't worry I do it all the time, it's pretty comfortable for me," Ryu said.

Peter nodded, "Right, goodnight Ryu, remember what I said about Sunset Shimmer."

Ryu nodded and as Peter went to bed, Ryu laid on the floor, thinking over his talk with Peter. He wondered if maybe he can increase his own strength, perhaps love can help him, but how?

Ryu decided not to worry about that, taking his own advice he went to find a place to sleep, hopefully put his mind at ease for a while. During the night, Twilight had gone downstairs, looking for a glass of milk to help her fall asleep. While downstairs she noticed Ryu sleeping on the floor in her living room, no pillow, no blanket, nothing. Twilight didn't like the sight of that, so she grabbed a couch pillow and an extra blanket, carefully placing the pillow under Ryu's head and placing the blanket over him.

She quietly finished what she was doing and went upstairs, leaving the martial artist sound asleep, taking her place beside her loving husband once again.

---

The next morning, Ryu started to stir awake. He noticed that there was a blanket and a pillow that wasn't there the night before. He was curious as to who put it there for him, he guessed someone came down and wanted to make sure he was comfortable. Before he could attempt to figure out who it was, he heard a friendly voice greet him.

"Good morning." He turned around and noticed Peter's Aunt May.

"Oh, good morning. You are Peter's aunt correct?" Ryu asked.

"Yes, my name is May Parker," Aunt May said, picking up the pillow and blanket.

"Did you place these here for me last night?" Ryu asked.

Aunt May shook her head, "No, I assumed they were always here, did you go to sleep without these?"

Ryu nodded, "Yes, I was fine with just the floor."

"Well somepony disagreed it seems, anyway breakfast is ready, Peter already finished eating and went to work in his lab, hopefully there's enough food there for you, I had to practically pry that boy away from the table, he's got quite an appetite you know," Aunt May said with a giggle.

"I say he needs one, despite his toned muscles he seems a bit...scrawny at times," Ryu said.

"He's always been like that, there was a time I wanted him to eat more, now he won't stop. The only time it's really a problem is when Logan comes over, those two one fought over the last slice of pizza," Aunt May said.

Ryu scratched his head, "Really? I assumed Peter was more civilized than that."

"That boy? Civilized? He is usually a dear but he can be rowdy, especially with his superhero friends around," Aunt May said.

Ryu chuckled slightly, "Sometimes friends can do that, even my friend Ken gets me a little...out of control, caused me to fall down some stairs once though."

Aunt May put her hooves to her mouth, "Oh my, what were you two doing?"

"I hardly remember, we were teenagers, but I do remember getting a cut on my head," Ryu said, rubbing his forehead.

"I should hope that Ken boy apologized for that, you could have been a lot more hurt than that," Aunt May said with a look of disapproval.

"Yeah, he apologized, though I forgave him instantly, he didn't intent to do that, I was just a little clumsy, plus it was my fault really, I got upset because he gave me a noogie and called me a Teacher's Pet, or something like that, so I attacked him, we fought and then, well you know the rest," Ryu said.

"I see, well I'm glad everything worked out," Aunt May said.

"Yeah, believe it or not, we became closer friends after that, once he saw that I got hurt, he gave me this headband I'm wearing right now," Ryu said, pointing to his headband. "I used to wear a white one to match my gi, but he gave me his as a way of apologizing. I don't know why but something about that kindness really got to me, he didn't have to do that for me, but he did it anyway."

"Sometimes little things matter more than we know," Aunt May said. "You friend just cares a lot about you."

Ryu nodded, then felt his stomach rumble. "My apologies, I guess I am pretty hungry."

"There's no need to apologize, you may go get your food dear," Aunt May said.

Ryu was about to continue walking when he wondered something else. "Mrs. Parker, you do know who I am and where I'm from correct?"

Aunt May nodded, "Yes, you're Ryu from the Capcom World, why do you ask?"

"I haven't been very kind to your nephew, I've shown him a lot of disrespect and resentment, all of it unjustified, how can you be so kind to me despite that?" Ryu asked.

Aunt May placed her hoof on his shoulder, hoping to give him a sense of reassurance. "Because Peter has already forgiven you. The moment he knew you were sorry everything was behind him, he moved on and just wants to accept you as a friend. If my nephew can find it within him to forgive your attitude, I think I can too. Besides you do seem like a nice man, you were just a little misguided."

Ryu looked down in some mild shock, some shame still remaining within him. How could he have disliked someone as gentle as Peter? What was he thinking? Now he's even more determined to make things right.

"Thank you Mrs. Parker, you are indeed a very wise woman, I can learn much from you," Ryu said.

"Don't mention it dear, now go on, you need to eat and get your energy back," Aunt May said.

"I will," Ryu said and trotted off to the kitchen, leaving Aunt May with some wonder.

"Peter sure makes some interesting friends, oh that boy."

Ryu entered the kitchen to see Twilight cleaning up a little. From the looks of things only Trixie and Mayday were still eating, though Mayday was also reading a book.

"Mayday, you can read later, eat first," Twilight said.

"I will, I just want to make sure I understand this, Mr. and Mrs. Cake asked me to tutor their kids," Mayday said.

"That's nice honey, but you need to eat," Twilight said, then noticed the book cover. "Besides, that looks way out of their level."

Mayday rose her eyebrow, "I can read it just fine."

"Yes, but Mr. and Mrs. Cake don't have your resources," Twilight said.

Trixie finished her food, "I'm surprised they're ok with letting you tutor them, aren't you actually younger than them?"

"By a little over a year, Pumpkin seems annoyed but for some reason Pound Cake is just happy," Mayday said.

Twilight giggled, "I might know a reason why."

"Me too, it's really obvious...He probably thinks the more science he knows, the more baking skills he has," Mayday said.

Twilight shook her head, "Er, no dear, I think it goes beyond that."

"Oh, well it doesn't matter," Mayday said and put her book down to finish her food. "I can ask dad to help me understand the last part."

Ryu scratched his head in confusion, "Am I missing something here?"

Twilight noticed Ryu standing nearby a little confused, "Oh, Ryu, you're awake."

Ryu nodded, "Yeah, Mrs. Parker told me you had breakfast ready."

"Yeah, I saved you a little, I wasn't sure what you eat though, rest assure there's no grass, wheats or flowers in your food though," Twilight said.

Ryu looked confused, "Pardon me?"

Twilight blushed a little, "We eat a lot of the same food you do, but our diet also consists of flowers, grass, hay and other stuff. We know humans don't normally eat that stuff, but we still have plenty of dairy products and some nice fruits for you to enjoy."

Ryu looked amazed, apparently they do have some equine-like traits, they're not just ponies with human minds. "Much appreciated though, thank you Princess Twilight."

Twilight shook her head, "Don't be so formal, you may call me 'Twilight'."

"Oh, that might take some getting used to, it doesn't feel right not acknowledging you as a Princess," Ryu said.

"I appreciate that, but I do insist you try. I want us to feel more like friends, so dropping the titles is a good way to do so. Anyway here's your food, I hope you enjoy it," Twilight said, using her magic to set Ryu's plate on the table.

Ryu bowed to Twilight and sat at the table. He didn't have too much trouble grabbing utensils with his hooves since he's had to before, but he was a little out of practice.

"Thank you Twilight," Ryu said.

"I just want you to feel at home, I could barely stand see you sleeping on the floor like that last night, please feel free to ask for something more comfortable to sleep on next time," Twilight said.

Ryu looked to Twilight in some surprise, "Oh that was you who put the blanket and pillow out for me?"

Twilight nodded, "Yes, I didn't want you sleeping uncomfortably."

Ryu nodded, "Thanks, I appreciate your kindness."

"No problem," Twilight said and started on the dishes.

As Ryu ate, Mayday looked to him with some wonder. "Hey, Mr. Ryu, I've been meaning to ask, how can you shoot fireballs from your hooves? Are you part dragon?"

Ryu shook his head, "No, my fighting technique however is modeled after a dragon. My 'Hadouken', the fireball attack, is suppose to resemble a dragon's fire, while my 'Shoryuken' is my Dragon Fist."

"Oh...still doesn't explain how you can shoot fire, that's not scientifically possible," Mayday said.

Ryu looked to this filly with some unease, the way she talks he could easily forget she's only six years old, "Well it's not science, it's spiritual energy."

"That doesn't make sense, if it was magic then it would make sense, but your powers seem more fantasy based, not science," Mayday said.

"Like I said, it isn't science, look it's hard to explain but it's possible even for you to learn, anyone here can learn this technique with enough dedication," Ryu said.

Mayday tapped her chin a bit, then thought of something else, "How does it work anyway? Do you just have to say the name and then it works? Is that why you shout the names of your attacks?"

Ryu groaned, he really hated when Spider-Man brought that up, now his daughter's doing the same thing. "You know Mayday, your father sometimes does that too."

"He said it's your fault, you gave him the 'Name Shout' virus," Mayday said.

Ryu looked bewildered, "That doesn't even make sense!"

"Neither does your Hadouken," Mayday said in a sassy tone.

Ryu's eyes widened in confusion, amazed that this little girl is being so sassy and smart mouthed. Twilight however stepped in, "Mayday that's enough. You're being rude to our guest."

"All I'm saying is that his powers don't make any sense, it's not scientifically possible," Mayday said.

"To be fair Mayday, I once thought your father's existence was scientifically impossible as well. Remember Ryu's from a world different from ours and your father's, some things are much different and beyond our comprehension," Twilight said.

Mayday shrugged, "Whatever you say mom." She got off the table, "I'm going to see dad before I leave to tutor the cakes, bye-bye."

Mayday left the kitchen, leaving all the ponies either confused or with a smirk.

"That girl really is Peter's daughter, isn't she?" Ryu said in a droned voice.

"Yes, she is," Twilight agreed.

Ryu crossed his arms, "Well maybe it's not a bad thing, Peter turned out to be a decent guy, so I'm sure she will too. But it's weird, the stuff she was saying, Peter said some similar stuff to us the first time we met him, hence why we hated him at first."

"To be fair, Peter was a smart mouth when he came here too, so that doesn't surprise me," Twilight said.

"Was? He still is a smart mouth at times," Trixie said, with the others agreeing a bit.

Once Ryu finished, he took his plate to the sink, which Twilight grabbed.

"I'll take care of this, you can go find Peter if you want, I'm sure he'd like to speak to you some more," Twilight said.

"Are you sure? You're a Princess, you shouldn't be washing dishes," Ryu said.

Twilight rolled her eyes, "Just because I'm a princess doesn't mean I can't wash dishes, it's not like it's any trouble."

Ryu looked a little unsure but respectfully nodded, "If you wish Princ-" One mild glare from Twilight caused Ryu to rethink something. "Er I mean, alright Twilight." Ryu had to wonder at times how an almost strict mare like her married a laid back goof ball like Peter.

"The lab is in the basement, the door to the basement isn't too far, just look for something that has an intercom," Twilight said.

"Right," Ryu said and left. "Thanks again, Twilight."

“No trouble Ryu,” Twilight said.

A bit later, Ryu found the lab door. He tried to open but it was locked, so he turned to the intercom on his left and pressed the button.

"Peter? It's me, Ryu. Are you there?"

After some static, Peter's voice was heard, "Ryu, is that you? Hold on." Peter pressed a buzzer and the door opened.

Ryu walked down and marveled at the sight of Peter's lab, it was pretty impressive, even to a simple life guy like him. "So this is your lab? Looks hi-tech, similar to the lab Mega Man lives at."

"If he'd like he can come here, I really don't mind, as long as he doesn't touch anything," Peter said.

Ryu continued to look around, noticing a lot of scraps and things on the table. "So, you invent things here?"

Peter nodded, "Yeah, I make some technology that can benefit Equestria, I even help out Tony Stark sometimes."

"It's really fun," Mayday said. "One day I'm gonna invent some awesome things, just like my daddy."

Peter ruffled Mayday's mane, "That's my little dreamer."

Ryu looked around and noticed something at the edge of a table, "That looks like high-tech stuff."

Peter noticed as well, "Oh, that's Kryptonian technology from Superman's world. It's hard to understand though."

"Kryptonian Technology? What is that exactly?" Ryu asked.

"Well Superman was born on a planet called 'Krypton' and it had a lot of technology that no one on Earth believed even existed yet, stuff that could make even Wayne Enterprises jealous," Peter said.

"Wayne Enterprises?" Ryu asked.

"It's a business from their Earth that's ran by a man named Bruce Wayne. The business started mostly in Gotham City before spreading out ," Peter explained.

"Hm, you seem pretty knowledgeable about this stuff," Ryu said with a coy smile. "Quite the fascination you have."

"Yeah, well I still need time to figure this stuff out," Peter said.

Mayday looked at it some more, "I think we can, it looks complicated but I think with our smarts, plus maybe some input from Mr. Stark, we'll know how to properly utilize these resources."

Peter shrugged, "Don't worry about it May, besides we have other things to examine and look over, like the Blastia that Rita Mordio girl gave me and Twilight."

"Blastia?" Ryu asked. "I think I've heard of it, but what is it exactly?"

"Blastia is a type of orb that can do several things, depending on the type," Peter said and brought out some. "This one is a Bohdi Blastia, it can enhance your natural abilities. Yuri Lowell uses one and it enhances his natural abilities and allows him to do some great things."

Ryu looked interested at the Bohdi Blastia, part of him wanted to use it for himself, but deep down he doesn't like using strength from other means besides his own.

"This one here is a Barrier Blastia," Peter said. "As it's name says, it can create barriers, even around whole cities, this one I really want to figure out, I'm sure several towns could benefit from this."

"Even more interesting," Ryu said, looking over the Blastia.

Peter pulled out another, "There are some others that can just enhance other technology, whether it's light, water control, and stuff like that."

"It's so cool, it can make for really great items, imagine how well it can work on the simplest items!" Mayday said excitedly.

"Incredible, probably should show this to Chun Li and Mega Man, they'd probably like it," Ryu said.

"I know I do, I hope Miss Shimmer can open a portal to that world, I'd love to meet with that Rita girl and make some more cool stuff, that would be great," Mayday said.

"Totally, that's not all though," Peter said and went into a bag to pull out some strange orbs.

"What are those?" Ryu asked. "I feel like I've seen them."

"It's called 'Materia', Cloud Strife and his friends use these," Peter said.

Ryu remembered Cloud, that's where he recognized the orbs. "Did he give you these?"

"Actually his friend Tifa did, I don't think Cloud likes me too much," Peter said with a blush.

Ryu sighed and shook his head, "Sorry to hear that, hopefully he'll understand you better someday."

"Eh, that's the price of being a Parker, you get the Parker Luck," Peter said.

"The Parker Luck? Don't tell me you think you're unlucky," Ryu said.

"Actually, it's more like luck that's either very good, or very bad, and sometimes it leans towards the bad, despite Johnny telling me that I have more good than bad," Peter said.

"You do, you have no idea how many ponies love you, how respected you've become in your world and the building respect you have in mine. Even Superman likes you, that says something, and people from other worlds seem to like you enough to trust you with technology from their world," Ryu said.

Peter scratched his head in thought, "Probably a good point, I mean considering how much Rita loves Blastia, I'm a little surprised she lent some to me. Tifa could probably care less about Materia but still."

Mayday nuzzled against Peter, "They just don't understand you like I do daddy. Personally I think you're the coolest guy...er sometimes, but I still think you're pretty likable."

Peter picked up Mayday to peck her on the cheek, "That's why you're my little pal."

Mayday giggled a bit, "Dad, not in front of Mr. Ryu."

Peter looked to Ryu with a mock serious face, "Do yo have a problem with this?"

Ryu shook his head, "She's your daughter, you have a right to love her as much as you do."

"Damn right I do," Peter said and kissed his daughter's cheek again.

"Daddy, this is embarrassing," Maydays said with a blush.

"No one can see us, only Ryu and he doesn't mind," Peter said.

"Of course not, it wouldn't be 'Scientifically Possible' if I did," Ryu said with a coy smirk.

Mayday glared, "That doesn't make any sense at all."

"Neither does your cuteness," Ryu said with a rare cocky smile.

Mayday blushed more and glared, "Once I figure out how a 'Shoryuken' works, I'm gonna get you good with one!"

"Hey I'd be more than happy to teach you if your parents would allow it," Ryu said confidently.

Peter looked a little surprised, "You would train my daughter?"

"Why not? She seems like a nice young girl, I don't see any trouble in doing so," Ryu said, grinning some more.

Mayday looked a little freaked out. "You're not just saying that so you have an excuse to beat me up right?"

Ryu playfully chuckled, "You're too much like your father at times, but that's endearing to see. Anyway the offer's there but I think you're more of a scientist than a martial artist."

Mayday huffed, "I could be both."

Peter pecked his daughter's cheek again, "I bet you can my cutie-patotey."

Mayday glared at her father some more and forced herself down. "Whatever, I'm going to tutor Pound and Pumpkin, later dad, later Mr. Hadouken."

Mayday stormed away, leaving Peter shrugging and Ryu shaking his head and both uttering the same word.

"Kids..."

Mayday suddenly came back and pulled Peter down to give a quick kiss to his cheek, "Now we've even, I love you daddy, bye." She the left as quickly as she came, leaving Peter with a small blush and Ryu with a satisfied smile.

"You're a good father," Ryu said.

"Thanks, means a lot, how long before you find the same happiness?" Peter asked.

"There's still much that I want to do before I consider that, more places to travel, more worlds to see," Ryu said.

"What other world would you like to explore?" Peter asked.

"I'm not sure, Chun Li has been actively looking through the multiverse, though she did mention a power scale reading from one, but the power seems way too high, even for us," Ryu said.

"Really? What world was it? Does it have a name?" Peter asked.

"We don't know much about it, we can just detect high Power Levels, I'm very eager to know what could be in that world, if the power is human or a type of alien," Ryu said.

"Well I guess you'll find out someday, especially with Twilight and Sunset helping out," Peter said.

Ryu smiled at the possibilities, "I eagerly await the moment where I would be able to do battle with them."

Peter and Ryu both wondered about this world, the world in which two Super warriors themselves continued to train in hopes of mastering the power of the Gods. To find strong opponents to fight. They themselves have a ways to go to achieve that, because there's no challenge they won't overcome.

Assisting the Future Part I

That morning in Canterlot Castle, Logan was seen waiting in the main hall alongside Chun Li. Both of them were expecting an arrival from the Capcom World, though Logan started to get a little impatient.

"How long before this guy shows up?" Logan asked in his brash tone.

"He’ll be here soon Logan. Leon said he'll show up when he can, he doesn't exactly live close to Mega Man you know, in fact none of us live close by to each other," Chun Li said.

"He does know he has to go to Mega Man's home right?" Logan asked. "Not where your base is. I heard you have a portal where you work."

"I do, but I gave Leon specific instructions to go to the other portal," Chun Li said.

"Hope so, really worried about this, I want to make sure Sweetie Belle's alright," Logan said.

Chun Li looked curious, "You really seem concerned for Sweetie Belle, the future one I mean. Are you two friends? Are you close with her family?"

"Not with the one from this timeline, they don't like me too much, but the Sweetie Belle from the future...I just can't stand knowing she's living like that. I've seen people come from the future where things are in ruins, I know there's a future where the Sentinels were wiping out mutants," Logan said.

"Sentinels? You mean those big robots?" Chun Li asked.

"Yeah, it's how we met our friend Forge, he came because he needed help, in a way Sweetie Belle's struggles remind me of what Forge went through, I need to help her," Logan said.

Chun Li folded her forelegs, "I respect that, you're a good man Logan." She turned to the side. "I've seen that Sweetie Belle before, much like most girls she seems to really like Peter, it's a little irksome honestly."

"Lots of girls like Peter, don't you like him? That's what yer friends say," Logan said.

"Well I don't try to get in the middle of his marriage at least, I should hope Sweetie Belle would do the same," Chun Li said, getting Logan a little worried.

"Sweetie Belle cares about Twilight, plus the marriage Peter and Twilight had is built from a bond stronger than even Cap's shield, or the metal on these claws," Logan said, showing them off. "There's nothing to worry about at all."

"I hope so," Chun Li said, with a look of uncertainty. A moment later, she got a radio call from Mega Man.

"Chun Li, are you there?" Mega Man asked.

"Yes I'm here, is Leon there yet?" Chun Li asked.

"Yeah, he just got here, I'm gonna send him through the portal," Mega Man said and disconnected his radio.

A few moments later, Mega Man is seen entering through the portal, alongside the familiar looking Leon Kennedy.

"Leon, you made it," Chun Li said and bowed to him.

"Good to see you Chun Li," Leon said and looked around. "Wow, back in Equestria, been a couple of years." He looked down to see that he had taken his pony form, "Back to being a pony, can't say I missed the look, nothing against the ponies but I like having fingers."

"You'll get used to it," Chun Li said and then turned to Mega Man. "Thanks for your assistance."

"Anytime Chun Li, but why do you need Leon here? Don't tell me there's B.O.W.s in Equestria," Mega Man said.

"Not that I know of, but we need Leon's help for something else," Chun Li said.

"I'll explain it to him," Logan said and turned to Leon. "I'm gonna get right to the point, you're gonna go 25 years into the future to fight creatures called 'Changelings'," Logan explained.

Leon blinked a bit, very confused, "Pardon me?"

Before Logan could explain, Mega Man interrupted. "Um, pardon me, but if it's in the future, wouldn't it make more sense to find a way to prevent it? That would solve all the problems."

"You would think that, but it ain't that simple, we need to send Leon to the future because regardless of what we do in the past, the future won't be affected," Logan explained.

"Huh? That doesn't make sense though," Mega Man said.

"Look, how this future came to be is a long story, but when Parker went to the future a few years ago, he created an alternate timeline in which Equestria is in ruins and Changelings roam the place. Coming back to the past didn't fix anything, the only reason they won in the future is because he disappeared, he hasn't disappeared and everything is going well, in fact it's even better in Equestria now because it has more to protect it, which means that their future is stuck like that and changing the past won't solve anything," Logan said.

"Still, why send him to a future like that? Shouldn't the main concern being to protect this timeline and ensure it doesn't have a similar future?" Mega Man asked.

"Because there's still plenty of ponies in that future trying to start a new life and enjoy themselves, they can't do that if there's still Changelings in the future. A couple of allies are still trying to protect the future, though they really need assistance, especially considering that one of them is a mother," Logan said.

Mega Man looked surprised, "A mother? Someone had a baby in that bad of a future?"

Logan nodded, "Yeah, she loves her baby, she fights extra hard so that baby can grow up in a more peaceful world, but it's not easy, that's why we need Leon's help." Logan looked to Leon, "Do you think you can handle it?"

Leon lifted his arm up in a half shrug, "I don't see why not."

"Good, we'll get you to them girls soon, any questions before that?" Logan asked.

"Yeah, mind telling me about these Changelings?" Leon asked. "What exactly are they?"

Logan nodded, "I don't know much other than the fact that they can shapeshift, and I know they had a leader, Queen Chrysalis, but she's been defeated by Peter, all that's left is the rest."

"Shapeshifters huh? Sounds fun," Leon said sarcastically.

"It is, now do you think you can help these girls?" Logan asked.

"I think so, my skills are on par with Chris Redfield and Jill Valentine, I think I can handle some bug creatures, even if they can shapeshift," Leon said.

"Alright, anything else you wanna know?" Logan asked.

"What are the names of these girls I'm helping?" Leon asked.

Logan tapped his chin, "You remember Sweetie Belle?"

"That little Marshmallow girl with the older sister that also looks like a Marshmallow? The ones that Chris seems to like spending time with? Yeah I think I know," Leon said.

Logan rolled his eyes at the 'Marshmallow' thing, thankfully neither mare was around to hear that, "Anyway do you remember another girl that looked like her? Maybe you've seen her? She wears latex."

Leon nodded, "I think so, I've seen her around...wait is that suppose to be her from the future? I thought that was another relative?"

"That's her, Future Sweetie Belle her friend is a future Pinkie Pie," Logan said. "Do you know who Pinkie Pie is?"

Leon scratched his head a little, "Pinkie Pie...Wait is that the hyper pony that always talks about parties?"

"Yeah, but the future one doesn't care much for parties anymore, she's a warrior just like you and me, a serious one at that too," Logan said.

Leon looked surprised, "Wow, didn't think she could be serious. I was convinced she couldn't frown if she really wanted to."

"Well she is much more serious than the one you've seen, they need your help, now one final time, you sure you can handle this?" Logan asked.

Leon nodded, "Like I said, I can handle this, just take me to these girls."

Logan nodded and grabbed the radio Future Sweetie Belle gave him months back, "Girls, hello? You there?" Logan waited for an answer, but he heard nothing. "Sweetie Belle? Pinkie Pie? Either of you there?"

After a few minutes, Logan heard a response from Future Sweetie Belle. "Logan is that you?"

Logan sighed in relief, "Sweetie Belle, good to hear from ya."

"Hey Logan, what's up, do you need anything?" Future Sweetie asked.

"Sure, think you can make a portal to bring me and some friends into the future?" Logan asked.

"Huh? What for?" Future Sweetie asked.

"I got something to show ya, or someone, please just make the portal," Logan said.

Future Sweetie's sigh could be heard over the radio, "If you say so."

Within minutes a portal leading to Future Equestria started to open, much to the amazement of Leon and Chun Li.

"Amazing how simple time travel has become," Chun Li said.

"Yeah, kinda has me worried," Leon admitted.

"Nothing to be worried about, just get through the portal," Logan said and jumped through along with his allies.

---

Seconds later, the four ponies found themselves 25 years into the Future, in a room that looks similar to a hall in Celestia's castle.

"Is this the place? Seems like we're still in the castle," Logan said.

"You are," they heard. They all turned to see Future Sweetie Belle standing nearby an activation portal. "This is Celestia's old castle, granted I live here now with Pinkie Pie, I do watch over Equestria after all as it's new Princess."

Logan approached Sweetie Belle with a friendly smile, "Good to see ya kid."

"Same to you, though I don't think I qualify as a kid anymore, plus I'm older than your wife in this timeline," Sweetie Belle said.

"Eh, it's all relative, besides it's just nice to be able to talk with a Sweetie Belle, yer other self doesn't like me too much, or my family, except Fluttershy," Logan said.

"No offense, but you do look intimidating, luckily I know better," Future Sweetie said, then pulled Logan into a hug. "It's nice to see you though, I miss having friends around." She pulled back, "But what brings you here?" She looked over to see the others, "And what's with the guests?"

"I'm sure you probably remember Chun Li,” Logan said, gesturing to the Street Fighter.

Chun Li did a bow, "Hello Sweetie Belle." Somehow Future Sweetie Belle could sense a little dissatisfaction in Chun Li's voice.

"Hello again," Future Sweetie said, somewhat uneasy around her.

"This here is Mega Man," Logan said, pointing to the little robot pony.

"Nice to meet you," Mega Man said, a little more friendly.

Future Sweetie Belle waved, "Hello there. You're a cute little guy."

Mega Man blushed a bit, "Appreciate that, though I would prefer if that wasn't a regular thing."

Logan gestured to Leon, "And this, is Leon Kennedy. You'll be getting to know him very well."

Leon approached Future Sweetie with a slight smile, "It's nice to meet you, Logan told me about you."

Future Sweetie looked confused, why does Logan expect her to know Leon very well.

"Um...nice to meet you Leon, I believe I've seen you before though, what brings you here?" Future Sweetie asked.

"I heard about what's happening here, rebuilding this world, giving ponies happiness again, make more homes, more families, I heard somepony here is a mother that's trying to raise her child in a place like this," Leon said.

Logan stepped forward. "You see me and Fluttershy were worried fer ya, you know, being a mother who's child doesn't have a father around, not easy when you have to keep the world safe, so we thought Leon could help out, especially you. He can be there fer ya, whatever you need him fer and-"

"Wait, are you trying match me up with Leon?" Future Sweetie asked, getting a blush from everypony in the room.

"Uh, no, I'm not here to be your boyfriend or anything, I'm just here to help you with your needs," Leon said.

Future Sweetie blushed, "Are...are you asking me to sleep with you?"

Everypony in the room blushed intensely, especially Leon since he was the subject of the converstation, "No! I'm not trying to get in bed with you, I'm not trying to date you, I'm here to help you fight Changelings!"

Future Sweetie realized how foolish she was being, "Oh...I see..." She blushed heavily, "Sorry about that, I guess I had the wrong idea."

"Keep a purer mind next time," Chun Li said in a loud mutter.

Leon rolled his eyes, "This is not how I envisioned us meeting."

"Hey I didn't even expect to meet you, but what's this about you helping me with the Changelings?" Future Sweetie asked.

Logan stepped forward, "Like I said, me and Fluttershy were worried when you said you still had Changelings in this world, so my goal is to get Leon here to help you. He has a lot of experience when it comes to fighting B.O.W.s, so I figured he can help against the Changelings."

"B.O.W.s? Like the ones Chris Redfield fights?" Future Sweetie asked.

"Yeah, Leon fights them too, I think he can help you against the Changelings," Logan said.

Future Sweetie looked to Leon with curiosity, "So...you think you can handle shapeshifting bugs?"

Leon nodded, "I've fought giant bugs before, like giant spiders, giant moths, really freaky looking stuff."

Sweetie Belle looked a little weirded out, "What type of monsters have you dealt with?"

"A lot, honestly with all the giant insects I've fought it's amazing that I don't hate insects that much, not even Spider-Man, Ant Man or Wasp," Leon said.

Future Sweetie found some relief that this guy liked Peter, despite being from Capcom. "Well Shapeshifting creatures might be a little different for you honestly. It won't be easy by any means after all."

"Nothing I've done was easy, right from the beginning when I was a rookie cop trying to survive the B.O.W.s of Raccoon City alongside Claire Redfield, that was a hard first day on the job for sure," Leon said.

"First day? Wow you were pretty unlucky weren't you," Future Sweetie said.

"That's an understatement. Despite the odds against me I made it, me and Claire along with a young girl named Sherry were able to escape Raccoon City, since then I've found myself against more and more impossible odds, but each time I come through and in the end I feel much stronger," Leon said.

Future Sweetie nodded, "It does sound like you've been through a lot, I respect you being able to pull through all that honestly...but this might be much harder than anything you've encountered, do you think you can handle this?"

"I don't know, but I still want to try. Keep in mind I'm from Capcom, so it's in my nature to wanna push myself, we're all a little competitive like that, whether you're a Street Fighter, Robot Fighter, it doesn't matter, I want to try," Leon said.

Future Sweetie looked impressed, Leon seems very much determined to try this, but some guilt still nagged at her. "It might take a while, who knows how long you'll be here."

"I can handle that," Leon said.

"I'm talking months though, maybe even years, I can't ask you to do this, this isn't your world for you to trouble yourself," Future Sweetie said.

"If there's one thing I learned from Spider-Man, it's that every world deserves a fair chance for a bright future. I don't mind helping out really, like I said I look forward to the challenge. Being here for years, not the most ideal thing but I think I can handle that," Leon said.

Future Sweetie Belle bit her lip, "Are you sure?"

Leon nodded, "I'm just happy to help, I was running low on work anyway."

Future Sweetie Belle gave in, "Alright, but just so you know, you can go home whenever you want, just let me know and I'll-"

"Don't, I kinda want this job, you making it sound hard is just making me more eager," Leon admitted.

Future Sweetie smiled a bit, he seems so genuinely interested, "Thanks."

Leon nodded and turned to Chun Li, "You don't mind if I'm gone that long right?"

"I don't think it's any trouble, I'll let Chris know, there are other B.O.W. fighters after all though, maybe Carlos can handle your missions," Chun Li said.

"Sounds good to me," Leon said and turned to Future Sweetie. "So where's your friend?"

"She should be downstairs, she's with my baby," Future Sweetie said.

Leon had one question for her, "Um, what happened to the baby's father anyway?"

Future Sweetie quickly thought up an excuse, "He's...not exactly here anymore, I mean...it's like..."

Leon put his hoof up, "Never mind, I think I know, I'm sorry for bringing it up."

Sweetie Belle seemed relieved that she got out of explaining that, though felt pity for making Leon believe what he did, "It's no big deal. I'm just glad I have my baby, he's all I have left, aside from Pinkie Pie. Everyone else I love in this world is gone."

Leon patted her shoulder, "We'll get through this, I'll help you rebuild this world and then you don't have to worry about this crap anymore, alright?"

Future Sweetie had a relieved and affectionate smile. Leon is a lot nicer than he looks. "Thanks, come on, I'll take you to Pinkie Pie. All of you can come as well."

The others agreed and followed Sweetie Belle, mostly to see the baby. Chun Li and Mega Man are very curious as to who this baby's father might be, though Chun Li has her own wonders, and she wasn’t too happy.

Assisting the Future Part II

The ponies went to Sweetie Belle and Pinkie Pie's room, where the once party loving pony was seen rocking Sweetie Belle's son, Peter Belle Junior to sleep.

"Pinkie Pie?" Future Sweetie said, getting her friend's attention.

"Hey Sweetie Belle, where did you run off-" Future Pinkie saw the group of ponies with Sweetie Belle. "Um, what's Wolverine doing here? And who are those other ponies?"

"That baby in her hooves," Mega Man said. "That's your baby right Sweetie Belle?"

"Yes, he is. That's my little Peter," Sweetie Belle said, then regretted it almost immediately, worrying that they can figure out the father now.

"Peter? You named him after Spider-Man?" Mega Mana asked.

Chun Li looked very curious and somewhat suspicious after hearing that.

Sweetie Belle looked a bit concerned, now she had to explain why she chose the name Peter without it sounding weird. Thankfully she was put at ease when Logan began talking. "She just respects him, that's all. Parker did name his daughter after his aunt since he has a lot of respect fer her, it's flattering to do that."

Sweetie Belle felt relief, and whispered a thanks to Logan. Pinkie Pie however got a little impatient, "Sweetie Belle, mind answering my question!?"

Sweetie Belle blushed at having quickly forgotten, "Right, sorry!" She then gestured to her allies, "Capcom ponies, meet Chun Li, Mega Man and our new partner, Leon Kennedy."

Chun Li did her respectful bow, Mega Man did a friendly wave, as did Leon, though his was brief.

Pinkie looked confused at what Sweetie Belle had just said, "Partner?"

Sweetie Belle nodded, "Yeah, apparently he's here to help us against what's left of The Changelings."

Future Pinkie just looked confused, "Excuse me? What are you talking about?"

"Let me explain," Logan said, stepping forward. "When you girls said this world wasn't completely safe, me and Fluttershy got worried. We didn't like the idea of you being stuck in this world without any help. So when Sunset Shimmer opened the Capcom portal in our world, I asked Chris Redfield if he could help you, or if he knew anyone that could help you. That's when he told me about Leon, so we figured we could send him here and help you with yer Changeling problem."

Pinkie still looked a little confused, though she slowly let what Logan had to say sink in, "Um, what? You're sending someone from this Capcom world to help us? Wait why him though? How can he handle Changelings?

"I specialize in survival against monsters, granted I never fought Changelings I have faced some pretty dangerous creatures," Leon said.

"So you think you can handle Shapeshifters like Changelings? Keep in mind they have taken down some of our best, do you think you can handle something like that?" Pinkie asked.

"Wanna test my abilities?" Leon asked and got into a fighting stance. "I'd be more than happy to challenge you."

Pinkie glared and sat up and placed Trunks down, "Alright, I hope you're ready for this."

Chun Li smirked at the idea, "This should be fun."

Before the two started fighting, Sweetie Belle got in the middle. "Hold it! You can't fight in here, this is our room! Plus it looks like little Peter fell asleep, I don't want either of you to wake him!"

Pinkie sighed, "Fine, Sweetie Belle, we'll take this elsewhere."

Leon nodded in agreement, "Yeah, let's go then."

---

Meanwhile in the present, Twilight had finished cleaning up in the kitchen when she heard some knocking on her door. She approached in and to her surprise, she saw her big brother Shining Armor, her sister-in-law and old foal-sitter Princess Cadance, as well as her niece Flurry.

"Big brother! Cadance! Flurry! It's great to see you!" Twilight said as she hugged her family.

"It's great to see you too Twiley," Shining Armor said.

Twilight broke the hug but maintained her excitement, "What brings you three here?"

"We heard the portal to the Capcom world opened, me and Shining Armor wanted to see it for ourselves," Cadance said.

"But Flurry here would probably be too bored if she had to listen to a bunch of talk about how it works and what they'll do, and she's been really bored at the castle, so we thought it would be great if she could see her favorite cousin Mayday," Shining said.

"Technically she's my only cousin, but I do love her very much, even if she doesn't act like a proper princess," Flurry said.

Shining shook his head playfully, "Sorry, you know how serious Flurry is about the whole princess thing."

"I have to be daddy, I was born an alicorn after all, something cousin Mayday wasn't fortunate enough to be, probably because her daddy's an alien," Flurry said.

Shining glared disapprovingly at his daughter, "That's not a nice way to describe your uncle Peter."

"I'm not trying to sound mean, I love Uncle Peter very much, he says I'm his favorite little Princess, and to not tell Auntie Luna he said that." Flurry then tapped her chin. "Still, since when do you care about Uncle Peter? You always go on about how Auntie Twilight made a mistake taking in a super-powered weirdo as her husband," Flurry pointed out sweetly, but bluntly.

Shining Armor chuckled nervously as he looked at Twilight, who looked to be very annoyed. "You know how kids are, they overexaggerate."

"Uh-huh," Twilight said, obviously not falling for it. "Anyway it would be no trouble if Flurry wanted to be with Mayday, but she's out right now."

Flurry looked disappointed, "Aw, that stinks."

"Don't worry dear, I'll go ask my super-powered weirdo of a husband to take you to where she is," Twilight said, slightly glaring at Shining Armor as she approached the lab.

Shining Armor sighed, then noticed his wife's glare. "What?"

"This is what me and Twilight worry about you know, we don't need our kids to act a certain way or say certain things because you and Peter don't always get along," Cadance said.

"Come on, you heard her, Flurry loves Mayday very much, we have nothing to worry about," Shining Armor said very confidently.

"Yeah, for now at least," Cadance said, looking away from her husband.

Moments later, Twiligtht arrived again with Peter and curiously for the Crystal Empire couple, Ryu.

"Sup Shining, hi Cadance," Peter greeted with his usual friendly charm. He then looked down at Flurry and bowed at her hooves, "Good day to you little princess, how are you feeling today?"

Flurry giggled, "I'm feeling well Uncle Peter."

"Is there anything I can do for her highness?" Peter asked in a playful way.

"Her highness demands a hug from her favorite uncle," Flurry said.

"As you command," Peter said and pulled Flurry into a strong but gentle hug.

Twilight and Cadance awed at the sight, Shining Armor rolled his eyes and turned his attention to Ryu, who himself seemed pleased at what he saw. "Aren't you that Ryu guy? What are you doing in Ponyville?"

Ryu turned his attention to Shining Armor, "Peter invited me here, he let me stay the night."

"Really? I was under the impression that you didn't really like him," Shining Armor said.

Ryu shook his head, "At one point, yes, but I've moved past that, my goal is to make amends with Peter any way possible."

"Dude you made amends the moment you told me how sorry you were, I told you that I forgive you, so you don't need to do anything special," Peter said.

Ryu nodded and turned to Shining Armor, "We can learn much from this boy, er, this man...this stallion."

Peter chuckled, "Ryu, take it easy, I'm just another guy, you don't need to hold me at high regard."

"Yes he does, you're the greatest superhero of all time! You saved all the worlds from bad guys, like that mean King who used to rule the place that mommy and daddy rule over right now," Flurry said.

Peter rubbed his head a little, "Well Spike beat me to it, I was only the second to defeat him."

"Such modesty," Ryu pointed out, making Peter feel weird.

"Ok, can you all please stop praising me so much, it feels weird," Peter said, getting a chuckle from some of the ponies.

"We're sorry, but I do love you Uncle Peter, not because you're a hero, you’re just a really great uncle," Flurry said.

Peter put Flurry down, "Well you make it easy to be one, you're such a nice young filly." Peter rubbed her mane a bit. "So you wanna go see your cousin Mayday?"

"Yes please," Flurry said with her cutest smile.

"Then let's go see your cousin Mayday," Peter said, then placed Flurry on her back and trotted off. "I'll be back in a few minutes."

Twilight looked to Shining and Cadance, "So you're off to see the portal?"

"Personally I'd like to see through the portal, like where Ryu lives," Cadance said.

"It's quite a long way from the Portal, though I'd love it if you could all visit my world, you can come visit the castle I train at," Ryu said.

Cadance gasped, "You train at a castle?"

"Yeah, it's not like yours or the one the Princess Sisters live at, but it is a big place, I do all my training there, sometimes I even have my Street Fights there," Ryu said.

"Sounds fun, so does this mean you Capcom guys don't hate Peter anymore?" Shining Armor asked.

Ryu did a half shrug, "I don't, Chun Li hasn't for a while, Spencer also likes him now, Strider Hiryu and Leon Kennedy never disliked him, but everyone else is gonna need a little work."

"Speaking of your friends, I heard Chun Li was waiting for somepony to come through the Capcom portal, but she didn't go into detail what she wanted them for," Twilight said.

"Let's all go to Celestia's castle then, we'll get some answers there," Ryu said.

The ponies nodded as Twilight called into the house, "I'm going to Canterlot! I'll be back later on!"

"I'll keep an eye on things!" Aunt May said.

"Thanks Aunt May!" Twilight said and turned to the others, "Let's go."

Soon enough the ponies went to Canterlot to check on the portal, and Chun Li.

---

Back in the future, Pinkie and Leon were preparing to spar in the Courtyard. The others gathered around, awaiting to see the two fight.

"This should be exciting, I wish Ryu could see this," Mega Man said.

"I'm pretty interested myself on what this mare can do," Chun Li said with crossed forelegs.

Leon did some leg stretches while grinning at Future Pinkie, "I hope you're a fun challenge."

Future Pinkie did some arm stretches, "I hope you're even a challenge at all."

"Oooh, feisty, aren't you?" Leon said with a smirk.

Pinkie rolled her eyes as she got into a stance, "Whatever, just get ready to come at me, I'll even let you make the first move."

Leon did a playful raise of the eyebrow, "Hey I'm flattered, but we just met."

"That's not what I meant you moron!" Pinkie shouted. "I meant come fight me!"

"Oh, you really should word your preferences better then," Leon said, getting into a stance.

"You're really starting to get on my nerves!" Pinkie shouted and rushed at Leon, throwing a quick punch, but he sidestepped and grabbed her foreleg to flip her over.

"Careful now, don't wanna hurt yourself," Leon teased.

Pinkie growled and spun around to sweep his legs but Leon rolled out the way. As he stood up again he noticed Pinkie rush at him with a kick, but he sidestepped and punched her gut, making her stumble back a little.

"Wow, kinda pudgy, you eating too many sweets? I mean I heard that you were a baker and had quite a taste for sugary stuff," Leon teased.

Pinkie blushed angrily, "That was a long time ago!" Pinkie then rushed at him, through some punches and kicks, though Leon was able to block the attacks and parried a punch to knee her gut and then hit an uppercut.

"Gotta be a tad bit quicker than that," Leon teased.

Pinkie rushed at Leon again, but quickly dodged to the side last second and did a strong kick to Leon's abs and a few quick punches to his face and ending with a jumping kick to his chest, knocking him over.

"That quick enough for you?" Pinkie said with a grin.

Leon rubbed his chin, "Not bad." He stood up and got in position again, "I think that's enough with the warm-up, let's just go all out."

"Gladly," Pinkie said and rushed at Leon again.

The two engaged in a typical punch-kick-block back and forth thing. Pinkie had thrown a punch to Leon's face, but he blocked it and tried to whack her head, but she ducked out the way and punched his stomach.

Leon stumbled back and blocked a kick to his head and did a sweep to her other leg to trip her down, then he attempted to punch down at her but she rolled away and got up quickly to do a jump kick to Leon's face.

Leon whacked that kick away, but she quickly rebounded with another kick to his sides and then a punch to his face. As she went for another punch, he blocked and kicked her stomach and then did a punch of his own to her face and did a spin-back kick to her head.

Pinkie stood up and rushed at him, throwing punches and kicks a lot faster, making it harder for Leon to block, but he was able to throw his own punches in their, entering a quick combo of the two throwing punches and kicks, getting each other good on occasion.

The others watched in eagerly, with Future Sweetie wanting to see how tough Leon was, Logan watching to make sure Leon was a good choice, Chun Li and Mega Man just enjoying the fight, showing their Capcom nature as competition lovers.

The two ponies continued to fight, throwing their attacks until they each hit a double punch to each other's faces, stumbling them both back.

Leon huffed a bit, as did Pinkie, the two really going all out. After a few moments, Leon rushed at Pinkie Pie, hoping to take her down but she quickly side-stepped and did a sudden take-down attack, planting Leon firmly on his back. She threw a strong punch at his face, but stopped centimeters away, leaving Leon in shock.

“Wow,” Chun Li said. “She’s quite the talented fighter, kinda want to spar with her myself.”

Leon huffed in worry, that punch was a little too close for comfort. "Whoa, that was close, at that speed that would have hurt like hell.”

Pinkie smiled down at the Capcom pony, "You're good." She then helped him to his hooves, "Logan made a good choice bringing you along."

"So did I pass your test?" Leon asked.

Pinkie nodded, "Yeah, the physical part, but I still need to ask you something."

"Sure, what is it?" Leon asked.

"Why do you wanna help? Is it because you were asked to or do you really wanna help us?" Pinkie asked.

Leon crossed his forelegs, "Like I told your friends before, I want to. If I know I have a chance to help out others, then I'll take that chance. I haven't been told much but looking at this world, I can tell it really needs help, I'd be glad to help you."

"Even if it's tough?" Pinkie asked.

"I'm from Capcom, I yearn for a challenge," Leon said.

"The burden of a true warrior," Chun Li said.

Pinkie nodded approvingly, "Alright then, welcome to the team Leon."

"Glad to be in this team Pinkie Pie," Leon said.

Sweetie approached them, "This should be quite an alliance."

Logan approached them with a satisfied smile, "Glad this has worked out. Now that this is done I think it's best if I went back home now, gotta check on the wife after all."

"How is Fluttershy doing?" Pinkie asked.

"She's great, she's actually pregnant right now, four months in," Logan said.

Sweetie gasped, "That's so great, you and Fluttershy are gonna be parents!"

"Wow, didn't think I'd ever see Wolverine settle down to have a family," Leon said.

"It happens sooner or later bub, I got no regrets," Logan said.

Chun Li approached the group as well, "I guess we'll be off, it's been a-"

Chun Li's statement was interrupted when they heard the sound of destruction.

"What's going on?" Mega Man asked.

Sweetie growled slightly, "Damn, it's the Changelings, they must be attacking!"

Pinkie turned to Leon, "Looks like we're about to see what you're made of, you ready?"

Leon smirked at the idea, "This should be fun."

"We'll help too," Chun Li said. "We're here, might as well give some assistance."

Sweetie shook her head, "No that's fine, I should send you back now while I have the chance."

"We can spare five minutes Sweetie Belle, besides you must be out yer mind if you think we're leaving you while this is happening," Logan said.

"Yeah, we never back down from a challenge, and we always help those in need," Mega Man said.

"Will your programming allow you to fight them though?" Leon asked.

"Don't worry, times like this I can override the programing. My main goal is to protect others, even if I must fight non-robotic lifeforms to do so," Mega Man said.

"Right, then let's go," Chun Li said.

With a SNIKT, Logan was ready as well, "Lets see what these Changelings are made of."

The group went out, hoping to stop the plans the Changelings had before they got started.

Assisting the Future Part III

The group arrived in the center of the city not too long later, watching as the ponies ran from the Changelings. One family in particular tried escaping but their young daughter could barely keep up. The parents went back for her but that just allowed the Changelings to get closer. Before anything could happen to them, Sweetie Belle had rushed in and kicked the lot of them away.

The family noticed Sweetie Belle and thanked her for her assistance.

"Just hurry to someplace safe, me and my team can handle them," Sweetie Belle said as the families ran off to safety.

The Changelings then surrounded Sweetie Belle, ready to attack. Sweetie Belle didn't back down though, she glared at the whole group, ready to take action. As one went to attack, she sidestepped and delivered a strong kick to it's head. Another went to attack but she flipped backwards to evade and rushed in with a punch to it's face. One went to grab her but she elbowed it's gut and turned around with a strong punch to the jaw and a kick to it's back as it stumbled away.

One Changeling managed to get close to Sweetie Belle, but that's when Pinkie Pie arrived to kick it away. The two mares stood back to back as more came. Sweetie charged up her magic while Pinkie got her sword out. As the Changelings went to attack, Sweetie Belle blasted each one away with a magic zap while Pinkie attacked with her sword, taking down every Changeling in her way.

A whole swarm came at them but Sweetie Belle pulled out the Twilight Arms and blasted the group away. "I'm so glad Peter gave me these."

More Changelings came, but this time Logan rushed in with his claws out and swiped at each of them, taking down each Changeling that came at him. One swiped at his face, leaving a small cut, but much to the Changeling's surprise, it instantly healed as if the cut never appeared.

"Sorry bub, my injuries heal," Logan said and attacked the Changeling with a strong swipe. "Can't say yers will though."

In another part of the city, Chun Li was fighting a few away with her quick strikes. She kicked one Changeling away and did a double punch to another and a strong knee to one’s face. One tried attacking from behind, but she somehow sensed it coming and sidestepped to kick it away.

"Spinning Bird Kick!" Chun Li shouted as she did her trademark attack, taking out all the Changelings in her path. More came at her, but she had the best solution for that.

"Kikosho!" Chun Li shouted, sending a powerful chi blast that caught them and knocked them all back. That attack was able to take out a good bunch of them, but more were ready.

"Stubborn bunch of bugs aren't they?" Chun Li lamented, ready to continue fighting.

Mega Man fire shots from his Mega Buster Cannon, taking down each Changeling that approached him. He punched back a few that got too close, but he maintained his little blasts at the Changelings, though more continued to come to attck him.

"Leaf Shield!" Mega Man said, generating a shield of leaves around him to keep the Changelings away. They tried to overpower the shield, but Mega Man had sent it to knock them back. More came but he was prepared.

"Spark Shot!" Mega Man said, his hands turning into needles as he generated electricity, zapping the Changelings that attacked him.

"Hard Knuckle!" Mega Man shot his fist at the Changelings, punching them from a distance and jumped back as his fist returned. Several came from both sides, but he had one other trick for them.

"Flame Blast!" Mega Man slammed both his hands into the ground and fire erupted out, taking out a whole group of Changelings at once, though more remained, ready to fight.

Mega Man huffed a bit, "Wow, these Changelings are harder than I thought, those mares must be tough to handle so many of them." He readied for more fighting.

Nearby some Changelings went after some retreating ponies. Luckily before they got to close, a flash grenade went off in front of their eyes. While they were stunned, Leon arrived and punched them all away.

"Not so tough," Leon said, then noticed more coming. "Bring it on." He fought off each Changeling that arrived, punching and kicking them away. Soon a lot of them started to come so Leon jumped back to pull out a submachine gun began to shoot at them. "Take this!"

Leon fired at the Changelings, keeping them back, not relenting. It proved to be effective as a lot of Changelings were being overpowered, some retreating away. Leon then grabbed a fire grenade and tossed it, several Changelings caught in the blast, the fire spreading and keeping several Changelings away.

One final Changeling came at Leon from behind, but before he could react, Sweetie Belle had arrived to kick it away.

"You alright?" Sweetie asked.

Another Changeling came at Sweetie Belle from behind, but Leon moved her out the way to punch it back.

"I'm fine, thanks for asking," Leon said.

Sweetie grinned at Leon, then the two noticed one final Changeling. The two then held a hoof out, allowing the Changeling to collide into both of them, knocking it out.

"This is actually kinda fun," Leon said.

"Think this is fun? This is only the easy part, it's actually a lot more difficult than this sometimes," Sweetie Belle said.

"I should hope so, I expected a challenge after all," Leon said.

Soon the coast was clear, all the Changelings had been the defeated, many of them even retreated away.

"Damn that was rough," Logan said.

"Yeah, you girls are pretty strong to handle them as much as you do," Mega Man said.

"Thanks, the fact that it's this small is good, it shows they're getting fewer in numbers, but once in a while they still do larger attacks, which is where Pinkie and I really need to be weary. It's not just how many there are of them, but how many ponies we have to save," Sweetie Belle said. “I am curious if they’re attacking randomly or if they have one of them giving out orders.”

Logan wiped his head, "You’ll figure that out soon enough, I'm just glad the ponies are safe, you girls good from here?"

"Yeah, we're good," Sweetie Belle said and turned to Leon. "You still wanna stay here and help?"

Leon groaned, "For the last time, yes. Damn you keep asking me like you're expecting a different answer, I don't back down from things. If I feel like I can make a difference somewhere then I'm taking that chance. I don't want a repeat of Raccoon City, I'll do what I can to help."

"Technically it is a repeat since the world is in ruins," Mega Man said, then got a glare from his teammates. "Right, not the best thing to say, I'm really sorry."

Sweetie Belle shook her head in annoyance as she turned to her new partner, "Alright, thanks Leon, I really appreciate this."

Mega Man scanned the area, "Looks like all the ponies are safe, I guess it's ok to head back now."

"Follow me, I'll take you to the time machine," Sweetie Belle said.

Soon the group was back in the castle, Sweetie Belle setting up the machine.

"Alright, within seconds you'll be sent back 25 years into the past," Sweetie Belle said.

Logan nodded, "You girls be safe, if you need us, just let us know."

"We will thanks Logan," Sweetie Belle said.

Chun Li turned to Leon, "That goes for you as well, radio me should you be ready to return."

"Will do boss, see ya," Leon said. "Oh think you can let Hunnigan know, I don't want her to worry."

"I will, be safe, all of you," Chun Li said.

Soon Logan, Chun Li and Mega Man had returned to the past as Leon just sighed and turned to the two mares. "So now what?"

Sweetie Belle shrugged, "Give me some time, I'll make some new plans."

"I'll go check on the foal," Pinkie said and went to their room.

Leon crossed his arms, "I have that goal at least, make this world a better place for that kid to grow up in, sound good right?" Leon turned to Sweetie Belle, but he just got a strange stare from her, "Are you ok?"

Before he could react, Sweetie Belle pulled him into a hug, "Thank you so much for this, I promise I'll make this up to you. I hope I can help you feel at home here."

Leon hesitantly returned the hug, but once he did he felt a weird calming feeling. "It's no trouble, I'm happy to help."

Sweetie Belle nodded, "I'll go have some food prepared, if you'd like you can go help Pinkie Pie with the baby."

"Tell me, the baby's father, what was he like, what was his name?" Leon asked.

Sweetie Belle looked unsure, "It's a long story, I don't wanna go into details but let's just say that things just happened, I didn't expect to have that baby, but I don't regret it either."

Leon looked confused by that, though he figured it wasn't an easy topic for her. He won't press it any further. "You can tell me when you're ready, but I promise I'll be understanding of whatever you're feeling."

"I'm sure you will, thanks," Sweetie said and kissed his cheek before leaving. "Food will be ready soon."

Leon nodded and sat back, thinking over everything. "This has got to be one of the weirdest jobs that I've accepted."

---

In the present, Logan and company arrived back in the castle, feeling a bit woozy from the time travel.

"Man time travel's a pain," Logan said, shaking the dizziness off.

"You get used to it, without it I never would have met my fellow Mega Men," Mega Man said.

"I can't believe this beautiful world could end up like that, I really hope Peter has a good plan," Chun Li said.

"He does, he hopes to make peace with them, end the problem before it starts," Logan said.

"Does he really think that will work?" Chun Li asked.

"Yeah, they don't look like ones to listen to reason," Mega Man said.

"We'll see soon enough," Logan said.

Not too long later, Celestia, Luna and Sunset Shimmer had arrived in the room with Twilight, Ryu, Cadance and Shining Armor.

"Good, you're still here," Twilight said.

"Actually we just got back," Mega Man said.

"Back? Back from where?" Twilight asked.

"We came back from 25 years into the future," Logan said.

"25 years...where Equestria had to deal with the Changelings?" Twilight asked.

"Yeah, fought a few of them before returning too," Logan said.

"Why were you battling Changelings? Why were you in that future?" Luna asked.

"Long story, sit back and we'll explain it to you," Logan said.

---

Meanwhile back in Ponyville, Mayday was still tutoring the Cake Twins on some basic science, however neither of them paid too much attention to the lesson. Pumpkin was just sitting back, really annoyed that she had to be tutored by a filly that's younger than her, even if it's by a year. Besides she hardly understands what Mayday is trying to say, she just gets into this stuff really easily.

Pound Cake found himself focused on Mayday, but not because of the lesson, just how pretty she looked, between the nice color scheme of her hair, her beautiful brown eyes, how intelligent she sounded, even though he had no idea what she was saying, even the flowers in her mane, it really brought out her elegance. He could close his eyes and hear her lovely voice call to him.

“Pound Cake..."

He just wanted to get close to her, really close, closer than he's ever been. He leaned in to get close.

"Pound Cake..."

He felt her near him, all of a sudden he could see an aura of light, the mare of his dreams materializing before him.

"Pound Cake..."

He leaned in close, really close, she did the same. Both their brown eyes matched, getting closer, lips puckered out, Pound Cake knew what he wanted. He went in closer, and closer, getting really close to the filly until...

"Pound Cake!"

Suddenly he snapped out of it and looked around. He was back in the bakery, to his left his twin sister seemed to be laughing at him. He looked forward and noticed Mayday, who looked very annoyed.

"Pound Cake, I'm trying to tutor you, can you please pay attention!" Mayday instructed.

Pound Cake gulped and nodded, "Yes, sorry."

Mayday groaned and went back to the lesson at hoof, "Anyway as I was saying, the basic formula for this experiment is..."

Suddenly Pinkie Pie called out, "Mayday! Your dad's here! And he brought somepony for you to meet!"

Mayday groaned, "I hate interruptions. Wait here I'll be back."

Pumpkin huffed, “Got nothing else to do.”

Mayday went downstairs and saw her dad in the bakery, talking with Pinkie.

"Dad, what is it? I'm still tutoring the Cakes," Mayday said.

"Sorry honey, but there's somepony who wants to see you," Peter said and revealed Flurry.

"Cousin Mayday!" Flurry shouted and rushed to hug her older cousin. "It's great to see you!"

Mayday groaned, "Hi Flurry." Mayday loves her cousin, but the times he's known her, she can be a little...too princessy for her liking.

Flurry broke the hug, "Wow Mayday, you've gotten much bigger."

"So have you," Mayday said. "So is there any reason you're here, I'm in the middle of some tutoring."

"Mayday, be nice," Peter scolded. "Your cousin came all the way from the Crystal Empire to see you, be a little more appreciative."

Mayday shook her head in annoyance, "Yes daddy." Mayday turned to Flurry, "Sorry, you know I love you, I was just a little surprised to see you here."

"It's fine, I know you take studying stuff seriously, it's one of the reasons I admire you so much, you're really smart!" Flurry said.

Mayday blushed a bit as she rubbed her head, "I just like studying, that's all."

Peter and Pinkie giggled a bit, loving the interaction between Mayday and her cousin Flurry.

From upstairs, the Cake Twins noticed Flurry standing near Peter.

"Hey, it's the little Princess from The Crystal Empire," Pumpkin said.

"Wonder what she's doing here?" Pound asked.

"Well she is Mayday's cousin, maybe she just wanted to see her," Pumpkin said.

"Oh right, sometimes I forget that Mayday's related to the Prince and Princess of The Crystal Empire," Pound said.

"Mayday is technically Royalty, her mom is a Princess too, and her dad's a Prince," Pumpkin said.

"Prince, I thought he was a superhero? Can you really be both?" Pound asked.

"Well duh, a superhero can also be a Prince, Auntie Pinkie says that one of the Avengers is Prince of a place called Asgard," Pumpkin said.

Peter noticed the Cake Twins, "Hey Pound Cake! Pumpkin! Come down and greet Flurry!"

Flurry noticed the twins, she wasn't sure how to feel about them, they seemed nice but one was kinda grumpy and the other was a bit immature. She knew of his crush on Mayday, but she didn't deem him worthy of her cousin. The twins came downstairs to greet Flurry.

“Hello Flurry,” Pumpkin said.

“Hi Flurry,” Pound said with a friendly wave.

"Hi...so I hear that you're both being tutored by my cousin, is that true?" Flurry asked.

"Yeah, thanks to her mom being friends with Auntie Pinkie Pie," Pumpkin said.

"And her dad being friends with Uncle Wade," Pound said.

"If you use the term 'friend' loosely," Peter said.

"Don't pretend you don't like me Parker, you know you and I are the best of friends, practically brothers!" Deadpool shouted from the kitchen.

"In your dreams dude!" Peter shouted. He then turned to the kids. "I'm glad Mayday's tutoring you though, smart little filly isn't she?"

"She's VERY smart, helps that her parents are geniuses too," Flurry boasted.

Peter blushed a bit, "Come on, genius? I'm just a nerd that likes science."

"Wow, he is modest, just like that karate guy said," Flurry said.

"Karate? Oh you mean Ryu? Hey where is he?" Mayday asked.

"He went with your mother to go see Chun Li," Peter said.

"Chun Li? Who's that? I feel like I heard that name before," Flurry said.

"A very strong girl, she kicks really hard," Peter said.

"Oooh, I'd love to meet her," Flurry said excitedly. "Wait is she a Princess too?"

"No, I don't think she is," Peter said.

"Imagine if she was, a Princess of Martial Arts!" Pinkie said.

"That would be something, maybe we should call her that just to see her reaction," Mayday said.

"Yeah, that would be funny, anyway I should get going, maybe you can stay here with Mayday, she can tutor you too, then you can become a genius," Peter said.

"Oh, I'd love that!" Flurry said, much to Mayday's annoyance.

"Um, can I get a say in-"

Mayday's suggestion was ignored when Peter turned to Pinkie, "You think Mr. and Mrs. Cake would mind?"

"No, as long as they behave, which I'm sure they will, they do like having Mayday around, so I'm sure they don't mind Flurry being here too," Pinkie said.

Peter nodded, "Right, anyway I'm off, bye May." With that, Peter left, leaving Mayday with another pony to tutor.

"Alright, back upstairs," Mayday said.

"Yes Mayday," The foal said and quickly went up as Mayday groaned.

"It's such a pain being a tutor," Mayday said. “I guess being a Scholar separates me from my incredibly strong dad, I wonder if others go through what I do? Then again how many others are half-breed children of strong people from other worlds?”

Somewhere in a different world, a young man with spikey hair and thick glasses looked around, as if he felt a common connection with someone. He shrugged it off and continued on his day.

---

Back in Canterlot, Logan had explained everything about the future.

"So you sent a warrior from Capcom, that Leon Kennedy guy, to Future Equestria so he can fight the Changelings?" Twilight asked.

"Yeah, pretty much," Logan said.

"Are you sure that's a good idea?" Sunset asked.

"Yeah, Leon has always handled himself well when it comes to survival, but these Changelings sound pretty tough, much tougher than any B.O.W." Ryu said.

"I trust that Leon can handle it, besides he really wanted it," Chun Li said.

"That's how Leon is after all," Mega Man said. "He may not look it, but he's a very friendly guy and he loves helping others."

"Plus he's used to an environment like the one in the future, so he's prepared both physically and mentally," Chun Li said.

Luna looked unsure, "Wouldn't it have been easier to ask Peter to return to the future? Surely he can handle such a task a lot easier."

Chun Li rolled her eyes, "First off Peter shouldn't have to do everything, isn't that the point of opening the portals to his world and ours? Isn't that the reason The Avengers live in this world? Second Peter's been through enough in that world, from what I understand it was a lot for him to bare, not physically but mentally. Peter's strong yes, strong in muscles, but his mental state is very fragile and he's not always emotionally capable of certain things. Leon may not have superpowers but he can handle himself much better in an environment like that."

Logan nodded, "Fluttershy herself said that Peter shouldn't go back to that world, and I agree. Leon can handle it, he's pretty tough."

Luna shrugged, "If you say so, I still believe Peter could have handled it much faster."

Chun Li glared at the Night Princess, "Listen, it's nice that you believe in Peter, but my guys can handle things just as well, I'm sure you don't want Peter to return to an environment like that."

"Yeah, Leon will be fine, he can help the Sweetie Belle and Pinkie Pie of that world, make it a better place, especially for the sake of Sweetie Belle's baby," Mega Man said.

Twilight's interest peaked, "Baby? What baby?"

Before Mega Man could say anything else, Logan rushed over to him, "Never mind what he said, point is everything's under control in that world, so let's just end it with that. Leon's more than capable of handling it, Parker can stay here and do what he does best, and that's help this world be safe."

Twilight still looked curious at what Mega Man said, but respected what Logan wanted, "Alright then." She turned to the others, "I guess that's settled, I'll just let Sunset Shimmer explain the portals, hopefully we can link to the other worlds."

"Your daughter expressed interest in seeing a girl from Namco, Rita Mordio I believe her name is, me and my world can help with that," Ryu said.

"Rita Mordio? I'd love to see her again, such a talented girl, high intelligence and talented at magic," Twilight said.

"Namco has quite a few talented magicians I hear," Mega Man said.

"True, especially the elves, I heard of one that helped a hero save two worlds," Chun Li said.

"Yeah, what were the called again? Heroes of Symphonia or something?" Mega Man asked

"I don't remember, we'll have to ask about it soon," Chun Li said.

"Oh, even more interesting, alright, next up, the world of Namco," Twilight said, everypony agreeing on that.

As they went about their own business, Logan gathered Mega Man and Chun Li close, "Listen, please don't mention anything about Sweetie Belle's baby to anyone here alright?"

"Huh? Why not though? Is it a secret?" Mega Man asked.

"It's a long story, but please do NOT tell anyone here, that's her secret to tell, not ours," Logan said.

Chun Li and Mega Man glanced at each other unsurely, but decided to respect Logan's request.

"Fine, no problem Logan," Chun Li said, harboring some curiosity of her own.

"Alright then, I won't say anything," Mega Man said.

Logan nodded, "Good." Logan made his way out the room, leaving Mega Man and Chun Li to themselves.

"Didn't expect to hear of a world where the future is an alternate timeline," Mega Man said. "But I guess that is possible."

"Lots of worlds have that I think, Logan told me about his, makes me wonder what other world has that alternate dystopian future," Chun Li said.

"That's another thing to find out I guess, we have a lot of worlds to check it seems," Mega Man said. "By the way, how goes the search for that other world, the one with the high Power Levels?"

"It's taking some time," Chun Li said. "Somehow it seems like there's a lot in that particular dimension, enough to fill multiple Universes or something."

"Multiple Universes?" Mega Man asked. "That's odd."

"That just makes me more curious, what could be on the other side of that portal?" Chun Li wondered.

The two continued to wonder about the possibilities, feeling more curious and excited about it. But for now the heroes of those three words should be a little more concerned with what challenges still await them.

Author's Notes:

This is mainly to set up potential stories involving Leon in Future Equestria, but it won’t be a main focus aside from a mention or two. It’s still going to be Peter’s story of him teaming with The Avengers.

Not sure if there will be more multi chapter updates at this point, depends on what’s next.

Realizing Potential

Back at Ponyville, Peter was still in Sugarcube Corner, talking with Pinkie Pie while his daughter tutored the Cakes upstairs, with Flurry tagging along.

"What's gonna happen with that Capcom portal open? Are they gonna fight you and the other heroes again? Because Deadpool wants another chance against that Strider Hiryu guy," Pinkie Pie said.

"I can take him, he's not so tough!" Deadpool shouted from the kitchen.

"I don't know of there's gonna be another Marvel vs. Capcom, but I do know that they plan on actually trying to be our allies so time will tell," Peter said.

"Oh, so they actually do wanna be our friends!? That's great! Maybe I can throw them a party! Dante says he likes parties," Pinkie said.

"That sounds cool, though I get the idea that Dante parties really hard," Peter said.

"I wanna fight Dante too!" Deadpool shouted from the kitchen.

"They're not here to fight us! Don't start throwing around challenges!" Peter warned.

"No promises!" Deadpool shouted, much to Peter’s annoyance.

Pinkie took a bite out of a cake as she thought over her next statement, "Still, what about Ryu? Is he being nice?"

"Yeah, he's actually a pretty friendly guy, unfortunately he feels like he has to make things up to me, even though I'm not even mad anymore. I don't think I ever was really that mad in the fist place, just a tad bit disappointed," Peter said.

"It's still nice at least, he just wants to make up for being such a meanie-pants," Pinkie said.

"He wasn't really being a 'meanie-pants', he was just too proud, besides from what he told me, I probably deserve it, I guess I upset them on occasion with my taunting," Peter said.

"Aw, don't blame yourself, you were just having too much fun, but I know how it feels, sometimes I talk too much and hurt somepony's feelings by mistake. I always feel bad when that happens, maybe you should just tell them you're sorry if you hurt their feelings, then they'll be happy and hopefully they'll say sorry for being mean about it," Pinkie said.

Peter looked a little impressed, "You're so much smarter than most ponies give you credit for, thanks Pinkie."

Pinkie squeed, "Anything for you Peter, I love you THIS MUCH!" Pinkie pulled Peter into a really strong hug.

"Ok Pinkie, I get it...ow, that actually kinda hurts..." Soon Peter felt some pain in his back. "Um Pinkie, can you ease up...please, apparently you're also much stronger than..."

Pinkie realized and let go, "Sorry, I got a little carried away."

"That's fine, I'm really flattered, but wow you're strong, makes sense since you grew up on a rock farm," Peter said.

"If you think I'm strong, wait til you see how strong Maud is! Also Limestone when she's really mad," Pinkie said.

"She once threw me into a mountain!" Deadpool shouted.

"That doesn't surprise me," Peter said, rolling his eyes a bit.

---

Meanwhile in Canterlot, Celestia had approached Mega Man and Chun Li, "How was it, the future, was it that bad?"

"Very bad, those Changelings are no joke," Chun Li said.

"Yeah, they're really mean creatures," Mega Man said.

"I see, what are the odds of them being reasoned with?" Celestia asked.

Chun Li shrugged, "Not too good honestly."

"I doubt they'd listen to reason," Mega Man said.

"I see..." Celestia said, a little concerned.

Chun Li looked curious, "Wait, why did you wanna know?"

"Peter believes he can reason with them, prevent a fight before it starts," Celestia said.

"Huh? Why would he consider such a dumb idea?" Mega Man asked, getting a glare and light growl from Chun Li, causing him to think of a better way to say it. "What I mean is, I get that he wants to avoid a fight, and I can't blame him because I don't always like fighting when I don't have to, but he's gotta understand these things are probably too dangerous to listen to reason. I'd hate to see any of your ponies getting hurt because he was too naïve to realize their danger."

Chun Li nodded, "Peter's a pure guy, but he can't let his good nature cloud his judgement, he might be putting himself and his loved ones at risk."

"I see, very well then, I will speak with Peter on the matter, but I do have one request from you, try not to say anything to anyone or anypony though, it might sound a bit...excessive, but I need to ensure the safety of my subjects," Chun Li said.

"Of course, what is it your majesty?" Chun Li asked.

"The day they're supposed to come and Peter attempts to make peace, bring some of your strongest men and be on stand-by, make sure nopony sees you though, so keep a distance but be ready to fight. If the Changelings attempt to hurt Peter...I want you to immediately target their Queen, even if it means ending her, the rest are likely to leave," Celestia said.

Chun Li looked a little surprised, she hadn't expected this from Equestria's Ruler, she assumed like many of the ponies she's met that they would rather friendship to fighting, but even ponies would worry for the safety and well-being of not just themselves, but others.

"Will do Princess, I do hope Peter's right though, if he can get them to change then at least your kingdom has a new ally," Chun Li said.

"Yeah, no need for unnecessary enemies," Mega Man said.

Chun Li glared at Mega Man slightly, "Does that mean you'll try to be more respectful of Peter?"

Mega Man looked aside, some resentment on his face, "I have my reasons for not liking Spider-Man, and it's not just because of Ryu, Chris or Dante."

"While I can't speak for Chris and Dante, I do know Ryu has learned to appreciate Peter, and considering how much you look up to Ryu, and how much you value being his friends then I should think that you would pay mind to that as well, I know you don't wanna lose Ryu as a friend" Chun Li said.

Mega Man huffed and spoke in a low tone, "Ryu's not the only one who's friendship I would lose because of Peter..."

Chun Li looked curiously at Mega Man, "Did you say something?"

Mega Man shook his head, "Nothing important...if you don't need me, I'll just go back to my world." With that Mega Man trotted over to the Capcom portal, his home right on the other side.

Celestia could tell that Mega Man was troubled by something, "Something seems to be bothering him, is he alright?"

Chun Li shrugged, "I'm not sure anymore, he's usually a kind boy, and a great hero who would do anything to protect others, but whenever Peter is brought up, he just gets angry. I mean during the Marvel vs. Capcom rivalry, he always had some degree of respect for the Marvel Heroes, even Iron Man, despite a few jokes on his behalf. But like I said, Peter just rubbed everyone the wrong way."

"Peter has such an unusual charm, you either really like him, or dislike him," Celestia said.

"Yeah, it seems like there's usually no middle with him, I admit I've grown to really like Peter, he's so nice, charming and funny...sometimes, he still pokes fun at my legs but I've gotten used to that, it's just how he does things," Chun Li said.

"Has Peter said anything bad about Mega Man?" Celestia asked.

"That's the thing, Mega Man is actually one of the few Capcom Fighters that Peter liked almost immediately, aside from Ryu and Spencer...well he liked Spencer's arm, I still remember the first thing Peter said to him."

Flashback

"Whoa...You have a Metal Arm!? That is awesome dude! Hey guys, there's a guy with a metal arm, it looks so cool!" Spider-Man called out, looking for his allies.

Nathan Spencer just stood there, really confused at that exchange. "That guy's such a weirdo."

End Flashback

"Spencer thought for a moment that Peter was poking fun at his arm, but when he saw how fascinated Peter was with other technology, like Mega Man's mechanics, he was convinced that Peter was a nerd," Chun Li said.

"Technology...sometimes I wonder if that's even a good thing at times," Celestia said.

"Not always, I've seen what some have used science for, like the T-Virus that makes those B.O.W.s Chris Redfield and his allies fight, or the Bionic Project that Spencer went through and their plans to use Biomech robots to rule our world, even a lot of robots Mega Man fights off," Chun Li said.

Celestia nodded, not saying much more about the subject. "Anyway, maybe you should go check on your friend, he looks bothered."

Chun Li looked back to the portal Mega Man went through, "Yeah I'm pretty worried myself, Rock's always been like a little brother to me, though that's changed in recent years. I'm not sure if it's me or what?" She looked back to Celestia, "You're an older sister, what's your take?"

"If he is like my sister, then he'll really need your affection. I'm not proud to admit this, but I have at times neglected my younger sister, I didn't realize how much it was hurting her until it was too late. Thankfully we got a second chance and I've done what I could to make up for it, but I still wish I could have done things better the first time around," Celestia said.

Chun Li glanced aside, wondering even more about Luna. "Your sister, she really cares about Peter, I noticed that she'll always come to his defense...is there a reason for that?"

"Yes, because Peter was one of the first to show her true friendship. He was the first not to be afraid when he saw her. He was the first to relate to her troubles. He's also always the first to be there for her when she needs it most. My sister loves Peter almost as much as his wife does, and her one regret is never telling him that when she had the chance, but even so Peter continues to be there for her," Celestia said.

"Wow...it almost sounds like they could have ended up as a couple, just like Peter and Twilight," Chun Li said, somewhat understanding Luna's emotions, but at the same time growing suspicious of the night Princess.

"It came close yes, but Luna is still very happy for Twilight, I just wish she herself could move on," Celestia said.

Chun Li did a half shrug, "Peter seems to have that affect, once you know a guy like him, most other guys just don't live up to that. He's smart, very cute, got a great personality, humorous and strong. Seems like the only thing he's not good at is managing his emotions, but no one's perfect I guess."

"Peter does wish he could fly after all," Celestia said.

Chun Li snickered a bit, "So he can be like Superman?"

"Perhaps yes," Celestia said, with an amused smile.

Soon Spencer had approached Chun Li, "We need to start heading back to our world, we still have things to do there after all."

Chun Li nodded, "Right, we'll leave back to our world soon." Chun Li turned to Celestia and bowed her head, "Thank you for your time Princess."

"My pleasure Miss Chun Li," Celestia said, doing a slight bow of her own.

"Call us whenever you need us, we're just a portal away," Spencer said.

"Will do," Celestia said.

Hours later, the Cacpom Fighters had returned to Canterlot, going through the portals one by one. Even Peter arrived, seeing Ryu off.

"Take care Ryu, come by and visit anytime," Peter said.

"I will," Ryu said, then noticed Sunset standing there shyly. "I hope to see you again soon Sunset Shimmer, perhaps you can come visit my world," Ryu said.

Sunset nodded a little, using her mane to hide her blush, "Thanks, I'll take you up on that, I hope to see you soon."

Ryu nodded and walked through his portal with his allies, all of them having said their own good-byes.

"Now we have two portals opened, next up the Namco portal," Twilight said.

"Hope that one won't be too much of a challenge," Sunset said.

"Capcom's technology could help, plus we know at least some parts of Namco are strong in magic," Peter said.

"We’ll know soon enough," Cadance said.

---

With that, everypony started returning home, Cadance and Shining Armor returned to the Crystal Empire with Flurry, Ponyville's heroes also returned home, though once back in the Golden Oaks Library, Twilight can't help but wonder what Mega Man meant by something he said. Despite Logan's attempts to cover up, Twilight now had her worries and wonders.

Once she and Peter were in their room, Twilight decided to come fourth about her problem.

"Hey, Peter, mind if I ask you a quick question?" Twilight asked.

Peter turned to Twilight, "What's up?"

"It's...listen when I ask, please promise you won't get too upset, I just need to know something and all I ask is your honesty. I promise I'll listen and won't get too mad, but I am curious," Twilight said.

Peter felt a bit worried, wonder what Twilight meant, "Um, sure, I guess."

Twilight sat on the bed and urged Peter to sit next to her, which he wasted little time doing. "It's about Sweetie Belle...the one from the future."

Peter felt a wave of worry pass through, why is she bringing this topic up? "What about her?"

"She was flirty with you right?" Twilight asked. Upon receiving a worried nod, she continued. "How flirty exactly? Like did she seem like she really wanted you? Was it just playfulness? Was it love? How did she act when you were there?"

Peter felt really uncomfortable, he still hasn't fully gotten over what happened and still feels guilty. "Um, she just seemed...like how can I say this...?"

"Was it like say Felicia Hardy where she only did it to have fun? Or like how this timeline's Sweetie Belle is with her crush? Or how Rarity once was with her charm?" Twilight asked.

Peter rubbed his head, he felt really confused by all this, "I don't even know, she just kept kissing me, catching me by surprise and stuff, why?"

"It seems weird that when she was here last, she flirted with you, but it seemed mostly playful. I never would have guessed she would try to get you in bed with her. Granted she has gotten close to you, though she's also been close with me, in fact she only felt comfortable flirting with you if I were around it seems," Twilight said.

"Different situations, the only times she's really been close with me was when things were really bad," Peter said.

"True, but you honestly don't remember anything from the first time?" Twilight asked.

"No, I just blacked out, whenever I did get close to her it seems like it was never intentional," Peter said, still looking a bit worried.

Twilight noticed his discomfort, so she placed her hoof on his, "Please don't be worried, like I said I'm not mad, just curious."

Peter nodded, "I still don't remember much though, the only thing I remember is her flirting with me, I fought my urges because I still wanted to be with you...I guess I was too weak in the end."

Twilight felt terrible when she noticed a tear come from Peter's eyes, "You went through a lot, like I said I'm not mad anymore, I wish it didn't happen but I'm not angry, I just want to figure some stuff out so this could be avoided with another mare, not that I think a similar situation will happen again."

Peter wiped his eyes, "I really wish you were with me Twilight, I couldn't stand a world where you weren't with me...I never really realized how much I needed you until after that."

Twilight gave Peter a reassuring hug, "I'm here now, I love you. It's just that because I love you I want to figure certain things out. You did something you regret, I just wanna help you make sense of it so you stop beating yourself up over it."

"I just want to take that back, I don't love Sweetie Belle in that way," Peter said.

"I know Peter, I'm just wondering if she really loved you or if she had another reason," Twilight said.

"Another reason? Like what? You mean trying to keep me from feeling too...down?" Peter asked.

"No...I'm just wondering if...she was in heat when it happened," Twilight confessed.

Peter looked curious, "Huh? In heat? What makes you say that?"

"I just find it weird that she flirted with you so much, I know she always had a crush on you, but it just doesn't seem like her, even Luna would never do that, and she loves you almost as much as I do," Twilight said.

Peter thought back to her flirty nature, the parts he could remember it seemed like she really wanted his affection, though she always struggled with something. But if she was in heat, could that mean...

"I...I really don't know if she was. But why, do you think she was in heat?" Peter asked.

"I'm not sure, I'm just guessing," Twilight said, not wanting to explain her real reason.

Peter shrugged, "I don't understand what happened that night, I still feel a bit angry at her for that. But I'm just happy I get to be with you, that's all I care about in the end. I would have to be pretty foolish to not realize how much of a great girl you are, who else can look past my mistakes and see anything of value in somepony like me. I know you hate when I say things about myself like that but still-"

"Lay down," Twilight instructed, interrupting Peter.

"Excuse me?" Peter asked.

"I said, lay down," Twilight ordered, pushing Peter down on the bed, taking him by surprise.

"Whoa Twilight, what's gotten into-" Peter's question were interrupted by a strong kiss, one Twilight went really deep with. She pulled away, her tongue pulled from Peter's mouth, taking some of his saliva with her.

"I told you, if you doubt yourself, I will make you stop doubting yourself," Twilight said, giving another strong and sloppy kiss.

Peter wasn't gonna complain, he just let his wife have a little fun, holding her close and letting her assert herself. Twilight again broke away, "Show your love to me Peter."

The two continued their passionate and somewhat messy make-out session, allowing it to become something much more, despite the annoyances from everypony else in the house, namely a certain Avenger and her husband.

"That's it! They wanna play it that way, we can do better!" Janet said.

"What are you-" Spike was interrupted when Janet placed a forceful kiss on him.

"You're making love to me, right now!" Janet ordered.

Before Spike could say anything, Janet once again resumed her make-out session, hoping to outdo Peter and Twilight when it comes to making love.

---

Later on, Fluttershy heard a knock on her door, and answered it to see Trixie. "Let me guess, Peter and Twilight are having a romantic moment?"

"Yes, and apparently Janet and Spike had a similar idea," Trixie said.

Fluttershy looked around, "Are Mayday and Aunt May here?"

"They went to Sweet Apple Acres, Aunt May had to come up with something, but we're kinda used to it by now," Trixie said.

"Well come on inside then," Fluttershy said, gesturing her friend inside her home.

"Thanks again for your hospitality," Trixie said.

"Anytime, I know you do the same for Laura and Lightning during my...romantic moments," Fluttershy said with a blush.

"Must be fun having a husband I guess," Trixie said, trotting off, Fluttershy escorting her to a bed.

---

Back into the distant future, Future Sweetie Belle is staring out into the long night sky, looking over the ponies of Canterlot and listening out for others in need of help.

She then heard somepony trotted and looked to see Leon making his way over, "It's kinda late, doesn't your friend Pinkie Pie watch over the night?"

"Yeah, but I think the night is pretty, don't you?" Sweetie Belle asked.

Leon nodded, "Yeah, sometimes at least." Leon sat next to Sweetie Belle, watching the night with her.

"What about you? Aren't you tired?" Sweetie Belle asked.

"I've pulled all nighters before, like my first time in Raccoon City. I entered the city in the day, didn't leave until the morning," Leon said.

"That must have been rough," Sweetie Belle said with a chuckle.

"Yeah, busy night for me, first of many," Leon said with a partial smile.

Sweetie looked far out, "Funny, Luna believed once that nopony loved the night, hence why she wanted everlasting night when she was controlled by The Nightmare."

"Nightmare huh? What is that anyway?" Leon asked.

"Some type of mystical force that controls you. Luna was controlled by it once, turned her into Nightmare Moon," Sweetie Belle said.

"Wow, sounds similar to something Parker went through I believe," Leon said.

"He was taken over by The Symbiote, I think he was called Venom or something," Sweetie Belle said.

"Actually it was a name used by another, but I did hear about Peter's alien suit," Leon said.

Sweetie turned to Leon, "How about you? Ever had something like that?"

"Sorta, some time ago. I got infected with a virus and at times it nearly controlled me, real pain honestly," Leon Belle said.

"Sounds like it," Sweetie Belle said with a slight chuckle. Leon himself let out a chuckle, much to her surprise, "I'm glad you're here Leon, it means a lot."

"I haven't done much yet, the true test starts soon," Leon said.

Sweetie Belle nuzzled him a bit, "I know you'll do great."

"Thanks, we at Capcom would accept any challenge after all," Leon said.

"Even Superman?" Sweetie Belle asked.

"Let's not get carried away," Leon said with a slight chuckle.

Sweetie Belle giggled, then thought of something. "Sometimes I wonder, how many other worlds are like this one? Are there many other Dystopian Futures?"

"It's possible, Capcom has some time travel stuff too, not always alternates though, some futures can change, but I guess not all of them," Leon said. "But I'm confident you're not alone, who knows, maybe one day you'll encounter someone like you, someone who stayed strong despite the challenges, someone who's only gotten better, someone who knows a bad future, but does what they can to make the best of it."

Sweetie Belle blushed a little at Leon's compliments, "I hope so." Sweetie Belle cuddled closer to Leon, prompting him to wrap his foreleg around her as the two continued to look out into the night for a bit, wondering what's ahead for them, and if there truly are others like them.

In another room, Pinkie Pie, who had just finished getting baby Junior to fall asleep, looked into the reflection of her sword, wondering how much longer until there is true peace. As she twirled it, a brief glimpse of another future warrior could be seen, as in another world, a young man, who has had his world destroyed by Androids was looking into his sword in a similar way, knowing he's the only one who can continue to keep his future safe.

---

Meanwhile as everything was happening, a certain Draconequess had been watching, looking very curious.

"So now both Marvel and Capcom have had their portals opened thanks to the magic Twilight Sparkle, her fellow Princesses, Sunset Shimmer and Doctor Strange, plus the technology from the Capcom world, now there's even more for me to use in my grand plan," Discord said with a grin.

"What exactly are you planning?" Discord heard. He turned and to his surprise, saw an enemy of Spider-Man, Shocker.

"Interested now are we Shocker? Anyway my original plan was to bring a little chaos to Equestria, and have a little fun with our favorite Superhero Spider-Mane. I hoped to have my little group go in and cause some trouble, but with Spider-Mane's friends here, plus the portals to both Marvel and Capcom being opened, it might be a little more difficult than I expected unfortunately," Discord explained.

"I still don't get why you're so interested in Spider-Man, then again this whole world loves him for some reason. Back in our world even those he saved treated him like trash, almost felt sorry for the guy...almost," Shocker said.

"Well in this world he's much more valuable, and more fun. But now my team isn't enough, I'm gonna need more if I want my plan to work, though I do hope you reconsider your original plans and decide to join us," Discord said.

"I'm still not entirely sure, I don't get this plan of yours. Plus I think Goblin himself would be enough considering he almost took over the multi-verse," Shocker said.

"He's not as strong as he once was, plus I don't want him to have too much power, I don't think Tirek would like that very much," Discord said.

"That Tirek guy is weird, what's his deal anyway?" Shocker said.

"Don't worry about it, for now I need to search the Marvel world for some allies, plus now I have the Capcom world, I think I know a certain group who would love to see Peter again, and get a little revenge for their recent failure," Discord said.

Shocker shook his head, "You're really going all out. Not sure if I want to see Wesker or Vergil again, they might be pretty pissed that me, Vega and Lightning Dust went on off on our own."

"You had goals and ambitions, I'm sure they'll respect that, probably," Discord said, moving some locations around in his crystal ball.

"Still, recruiting these super villains from three worlds? That seems like a lot," Shocker said.

"Of course, and who knows, maybe I'll try searching other worlds, even ones they don't know about. One world in particular has really strong fighters, and some are good for destruction. They're quite, Super, I would say," Discord said.

"I don't get your pun, and I really don't care, I'm leaving," Shocker said, trotting off as Discord made his plans.

"Looks like Celestia's worries were valid since Twilight's little experiments did weaken the links a little, so I may be able to make portals soon myself, and that much closer to those Saiyans, but this could be a chance to see if I can access other portals and see the warriors there," Discord said.

As Shocker trotted off, he passed by one of The Dazzlings, Sonata Dusk.

"Hey Shocker, what's Discord doing?" Sonata asked. "He's been looking at that Crystal Ball all day."

"Something to do with Spider-Man, I really don't care," Shocker said.

"Oh, Spider-Mane again. Hey are you gonna help us fight against him? You were one of his enemies, like the Goblin guy and the one made of Electricity," Sonata said.

Shocker shrugged, "I'm not really sure. I might have to since Discord's probably gonna need my help. Maybe getting another chance to go after Spider-Man won't be that bad."

"Ok, I bet it's gonna be fun!" Sonata said.

Shocker sighed, "Sure kid, whatever makes you happy."

Shocker walked off with Sonata following, trying to ask more questions, much to Shocker's annoyance.

Discord still looked into the Crystal Ball and had a smirk. "I think I found the first to help in my plans."

Author's Notes:

That’s the end of the Portals Arc, next is the start of a new arc, Avengers action will get moving.

Love of Science

Peter had gone to his lab the following day, working on some newer designs and hoping to upgrade the ones he has now. He's currently working on a way to adjust gravity, make it really light or really heavy. It was small but something that had peaked his interest.

Mayday was also in the lab, working on some communicators. She had saw the ones that Chun Li had and desired some for herself, hoping to make something even greater. She hopes to go to Capcom one day and see all their technology, maybe even get to know more about Mega Man.

"Peter! Mayday! Food's ready!" Twilight called to them.

"Be there in a minute!" Peter called back, then turned to Mayday. "Lunch time May, better hurry before it's all gone."
"Soon daddy, I'm still trying to figure out some of the mechanics behind this device, I wish Miss Chun Li were here to explain," Mayday said.

"I doubt she'd know, she doesn't make them, you'd have to ask Mega Man or something," Peter said.

Mayday groaned, "Such great technology, yet so complicated. But sometimes the harder the project, the more satisfying the completion feels."

"That's my little scientist," Peter said, ruffling her mane. "But you still need food, you can figure it out later but not on an empty stomach."

Mayday nodded, "You're right daddy. Hey when can I go to Capcom? Or your world?"

"Soon, keep in mind that in those worlds you'll lose your pony form and have to adapt to being a human. It was tough on your mom and Auntie Luna, just like it was tough for me to adjust to being a pony," Peter reminded.

"How come you can't stay as you are?" Mayday asked.

Peter shrugged, "I don't know how it works, this world is pretty special if it's the only one where your appearance changes. Even some in my world aren't like that, and I don't think it applies in other worlds."

"How many other worlds are there?" Mayday asked.

"I honestly don't know, the ones we know now are probably just a few, there's probably hundreds or thousands of different worlds out there for all I know, even some of the Capcom Fighters have told me there's worlds I haven't heard of yet, because they've been there," Peter said.

"Oh...also why do they like to fight? Mom says fighting isn't the best thing, even Princess Celestia and Auntie Luna have said the same thing," Mayday said.

"It's just different in their world, according to Ryu, it's in their nature to be competitive, they don't understand it themselves really," Peter said.

"Oh, so it's just how they are?" Mayday then looked up. "I wonder if the other worlds are like that."

"Probably depends," Peter said. "But I guess in time we'll both find out."

Mayday nodded, "Yeah, I guess so."

"Peter! Mayday! Hurry up!" Twilight called. "The food's either gonna get cold or end up in Spike's stomach!"

Peter gestured upstairs, "Let's hurry."

Mayday nodded and followed her dad upstairs.

In the kitchen, Twilight had just finished preparing the food to her family. She noticed that everyone was eating, except Spike, much to her surprise. He looked to be in thought about something. "Hey Spike, is there something wrong with the food?"

Spike shook his head as he stared at the food he barely touched, "No, it's fine..."

Janet patted his back gently while speaking to Twilight. "He's just thinking about what that Dragon Lord asked about the training, it's weighing a lot on Spike."

"Huh? I thought Spike wanted to do that? Is he having second thoughts?" Twilight asked.

"Sorta," Spike admitted. "Getting strong would be nice, but what if I'm too weak? What if I end up wasting my time and everything will be for nothing?"

"You won't know unless you try, otherwise you'll spend your life wondering," Twilight said.

"Yeah, you won't get stronger if you don't try at all, not that I care if you're strong or not, but if it's important to you, go for it," Janet said.

"What if I don't get to see you as often? I'm gonna miss you, and Hope, and the rest of our family?" Spike asked.

"I'm sure you'll be able to come by once in a while, if not I'll go see you," Janet said, then got in to nuzzle against his cheek. "It's your choice if you want to do it or not, but don't let us be the reason, you can decide for yourself, and I promise to support you in whatever choice you make."

Spike nuzzled back a bit, pressing his face against her cheek. "Thanks Jan." He departed from her face with a quick but loving kiss to her cheek. "Maybe I'll do it, I don't have much to lose after all. I think"

"Just think of it this way, you have a chance to be stronger than Garble," Janet said. "He won't be pushing you around anymore."

"I would like to show Garble just how strong I am, plus get back at him for what he said about our daughter," Spike said, clenching his fists.

"Maybe you'll even get to join The Avengers and fight alongside me even more," Janet said. "We'll be the best husband-wife duo in all of Equestria!"

"Pretty sure that's already taken by Peter and Twilight," Spike said, gesturing to the two. Peter held Twilight close and flashed a cocky smile.

"I think we can do better," Janet said, much to Peter and Twilight's annoyance.

"It's not a competition," Twilight said.

"Then you won't mind if we dethrone you," Janet said with a toothy grin.

Trixie rolled her eyes, "I thought everyone from Capcom went home."

"Hey, Marvel can be competitive too!" Janet said.

"Let's not dwell on this, I just want Spike to know that I also believe in him," Twilight said.

"Same here, I think he's got it," Peter said.

"Don't be afraid to try Uncle Spike, we'll love you even if you don't become stronger," Mayday said. "Not that you won't."

"Thanks everypony," Spike said. "Like I said, I'll give it my best."

"That's good to hear," Peter said. "Don't give up on this."

A moment later some knocking was heard on the door.

"I'll get it," Twilight said. Upon answering the door, she was surprised to see the Co-Captain of The Wonderbolts. "Soarin? What brings you here?"

Soarin waved, "Sup Princess, I need to speak with your husband, he around?"

Twilight called into the house, "Peter! It's for you!"

Peter arrived at the door, noticing the Wonderbolt, "Soarin? This is a surprise."

"Sup Spider-Dude, Mr. Stark asked me to come here, he needs you in his office as soon as you can, and to bring some stuff you've been working on or something," Soarin said.

"Stark needs to see me? What for?" Peter asked.

"I don't know, he didn't tell me, he just told me to get here as soon as possible," Soarin said.

"No problem, I'll be there soon, let me grab my stuff," Peter said, going to his lab.

After he left, Twilight looked curiously at Soarin, "Any reason Mr. Stark sent you? I thought that Spitfire would wanna come since she's...well more of a fan of Peter."

"Spitfire actually sent me to Stark's place, I needed to get this Firework machine that he was working on. Then he asked me to come here to get your husband, which I don't get because I'm not a messenger boy, but if I complained I know Spitfire would have given me an ear full, so I just put up with it," Soarin said.

Twilight pitied the Wonderbolt, "Oh, I'm sorry to hear that. Would you like to come in and sit down a moment? I can get you a snack, I'd hate for you to feel like you were flying around for little reward."

Soarin shook his head, "That's fine, I appreciate the offer but Stark really needs to see Spider-Mane, so I have to make sure he gets there before I can get that machine."

"Well how about a drink for the road?" Twilight asked.

Soarin shrugged, "Eh, why not?"

Minutes later, Peter had come back upstairs with a backpack full of his tech, "Alright then, I'm ready to leave."

Soarin had his bottle of lemonade that Twilight had made him, "Alright then, let's hurry, Mr. Stark really needs to see you."

Before Peter could leave, Mayday rushed over to him. "Hey daddy, can I come?"

Peter shook his head, "No, it's business between me and Mr. Stark, besides aren't you gonna tutor the Cakes again?"

"That's later on, besides it's not as exciting as I thought, Pumpkin always looks bored and annoyed, Pound keeps giving me this silly look and it seems like he's thinking about something else. Besides I really wanna see what Mr. Stark is doing," Mayday said.

"Mr. Stark says he doesn't mind if your daughter comes, he actually expects that," Soarin said.

"See, even Mr. Stark says I must be there, it's fate daddy, fate!" Mayday said, causing Peter to roll his eyes and shake his head. His daughter was too adorable sometimes.

"Go ask your mom," Peter said.

Mayday squeed and hugged Peter, "You're the best daddy!" She flew off into the kitchen, calling for her mom.

"I gotta admit, she's a very adorable kid, plus she's really eager to learn this stuff," Soarin said.

"Yeah, she gets that from her mom, always so eager and wanting to expand her intellect, she's gonna be a great scientist one day," Peter said.

"Oh, she's not gonna be a superhero like you?" Soarin asked.

Peter shook his head, "I don't want her to be, I'm not gonna encourage my daughter to do what I do, if something happened to her I could never forgive myself."

Soarin nodded, "I get you bro, if I had a kid I wouldn't want them to be a Superhero either, sounds like a lot of work." Soarin had a realization. "Wow, for the first time I could relate to you, for once I don't feel envious."

Peter scratched his head, "Why would you feel envious? You're a Wonderbolt, I'm sure you have a lot of ponies that idolize you."

Soarin sadly shook his head. "I used to, then you came along and suddenly you're the most popular stallion. Now with your friend Johnny in our team nopony really cares much for me anymore."

"Sorry to hear that dude," Peter said. "I know how much it sucks to do so much and get so little recognition. I wasn't always the most popular guy, even with superpowers."

"Didn't think we'd relate so much." Soarin said. "Not that it matters to much for me, I still get to be a Wonderbolt and do what I love, I just kinda wish I could still be an inspiration to others. It's such a nice feeling to know you helped somepony feel great about themselves."

"Hey for what it's worth, Rainbow Dash was inspired by you, well you and Spitfire but still," Peter said.

"Yeah she told me, at least I helped inspire our greatest new star," Soarin said, then smiled a bit. "I'll take pride in that at least, besides I really shouldn't be feeling sorry for myself, it's not like I'm completely useless."

"That's the spirit, just be yourself, who knows, maybe you'll even inspire my daughter, maybe she'll wanna be a Wonderbolt instead," Peter said.

"Speaking of which, here she comes now," Soarin said, pointing to a grinning Mayday.

"She said I could go, but I have to be back in time to tutor the Cakes, because 'I must fulfil my obligation to up and coming minds' or something like that," Mayday complained.

"Mayday...I heard that!" Twilight called from the kitchen, worrying the young filly.

"Let's just hurry," Mayday said.

"Wait, how are you gonna get there though?" Soarin asked.

"Oh...I forgot," Peter said and rubbed his chin. "I guess I could just take a train."

"Daddy can't you just use your webs? Or run?" Mayday asked.

"What about you?" Peter reminded.

Soarin had an idea, "Uh I can carry her on my back if that's ok with you, I won't go too fast."

"Hey don't mind me, go as fast as you can!" Mayday encouraged.

"No Mayday, listen to Soarin," Peter said and turned to the Wonderbolt. "That would be nice if you could carry Mayday, but I doubt you can carry me too."

"Not on my back, but you can use your webbing to latch on to my hind hooves, then I can fly you over there," Soarin said.

Peter looked interested, "Sounds like a good idea, alright, let's try it."

With that, Mayday got on Soarin's back and he flew up. Peter then webbed to Soarin's back hooves and with that, Soarin flew off, the filly still on his back and Peter latched on, flying like a kite.

"Whoa, this is kinda cool!" Peter said.

"This is fun!" Mayday said, flailing her arms.

Soarin looked behind, "You gotta hold on tight to me kid, also let me know if it's too fast, I'll slow down."

"Hey you said you're in a hurry, so don't mind me," Mayday said.

"Mayday, remember what we said! Listen to his instructions or you're going back home!" Peter warned.

Mayday groaned, "Fine daddy." Mayday held onto Soarin tightly. "This speed's fine Mr. Soarin."

"Alright, good, now to Stark Enterprises!" Soarin said, flying off at moderate speed.

---

Later in Tony Stark's building, he's looking through a lot of files while on a phone call, basically a typical day for him.
"I know things have been busy lately Pepper, but that's why I pay you what I do, so you can get the job done on time!" Stark said.

"Really, I've always been under the impression you paid me enough so I can stay around and you have something pleasant to look at," Pepper said over the phone. This phone is able to communicate through dimensions, something Stark came up with recently with a little help from Peter.

"Haha, real cute Pepper, in case you haven't noticed, you're not even in the same building I am right now, we're not even in the same world so don't even try that with me," Tony said, a bit aggravated.

"Yeah, I forgot I'm talking with Pony Stark," Pepper joked.

Stark groaned, "These nicknames are NOT funny, now can you please hurry and get this done! I got Peter Parker coming over soon and I want things to keep running smoothly!"

"Wow you're bossy today," Pepper joked.

"Well considering that I actually am a boss then I think I sound how I should!" Stark shouted.

Pepper chuckled, "You're so fun to annoy, anyway I'll get back to work, Mr. Boss."

With that, Pepper had ended her call while Stark groaned loudly. "That girl sometimes, why does she have to be as charming as she is sassy!?"

Coco Pommel had approached him, "Mr. Stark, Peter Parker's here, he brought his daughter as well."

"Good, thanks for telling me Coco," Stark said and went to meet with Peter. He saw Peter near his office, still talking a bit with Soarin, Mayday near them, listening to their conversation.

"Peter, good to see you, and your daughter too," Stark said.

Soarin waved, "Got them like you wanted to Mr. Stark."

"Yeah that's nice, you can return to Spitfire, I gotta talk with Peter a bit. If you need the Fireworks machine, go talk to Coco," Stark said, barely paying any mind to Soarin.

Feeling dejected, Soarin trotted off, but not before Mayday called out to him. "Thank you Soarin, you're the best!"

Soarin felt a little better, he turned back to wave at Mayday, "No problem!"

After he left, Stark talked a little with Peter, "So Peter, how are those plans coming along?"

"Pretty nicely, even Mayday's been looking it over," Peter said.

"There's a few kinks to work out, but it shouldn't take more than one more day, two at most," Mayday said.

Stark rubbed her mane, "Smart girl, you're gonna be working for me one day, with your own private lab."

Mayday grinned widely, "Do you really mean that Mr. Stark!?"

"You keep helping your daddy like this, and it's a guarantee," Stark said with an encouraging smile.

Mayday hopped in place a bit, "It's a promise Mr. Stark!"

Stark and Peter chuckled at Mayday's enthusiasm.

"She's got a gift, and the passion to go with it, nurture it Peter," Stark said.

"You bet, now let's get to business shall we?" Peter said, he and Mayday following Stark into his office.

---

Meanwhile on Marvel Earth, Pepper is busy trying to get the data that Tony needs. She had gone to Rhodey's office, where he was taking some calls.

"Rhodey, you have the papers?" Pepper asked.

"Yeah, give me a moment, I gotta-" Rhodey stopped when he heard something destructive. "What was that?"

They had gone to investigate the sound and to their surprise, they encountered one of Spider-Man's foes.

"Is that Rhino!?" Rhodey asked.

Rhino had charged into the place, destroying everything in his path. Rhodey turned to Pepper, "Give me a moment!" He then ran to another room to grab his armor. He came back a moment later, ready for a fight. "Alright, time to handle this garbage!" Rhodey, as War Machine, approached Rhino, getting the attention of the villain. "Unless you have an appointment I suggest you take a hike!"

Rhino took a stance, "You don't intimidate me you second-rate Iron Man!" He then charged at Rhodey, though he was caught very easily and tossed aside.

"This 'Second-Rate' Iron Man is already more than a match for you," Rhodey taunted.

Suddenly he noticed a tail coming at him, so he quickly dodged out the way. "Scorpion!"

Scorpion got into a stance, "Think you can handle me!?"

"Is this even a challenge?" Rhodey said, blasting Scorpion back. "Seriously are these guys getting that desperate to be relevant? They're way out of their league here."

Suddenly he was punched by a hammer of sand. "Don't get cocky War Machine!"

Rhodey looked up and saw another enemy of Spider-Man, Sandman. "What's with Parker's enemies showing up?"

A puff of smoke appeared briefly, and when it went away, there stood the master of illusions, Mysterio.

"That's a good question, the answer is simple, we're all after Spider-Man, and we heard this place has a portal to the world he's hiding in. Now stand aside," Mysterio said.

Rhodey shook his head, "As if."

As Rhodey fought them off, a man snuck his way through the building while everyone was distracted by the fight. He went to another secret room, a room very few knew about. Moments later, a big Iron Suit came flying through the window, the man stepping inside as the suit's eyes glowed, ready for a fight.

"Brace yourself Stark, when this is over, I'll be the one running this business." He then called out, "Alright you freak of nature, open the portal!"

"Say please," Discord's voice said.

"Just hurry!" the man shouted.

"Fine, fine," Discord said, then turned to Shocker and Sonata. "Amazing who I have to deal with."

Sonata giggled while Shocker groaned in annoyance as Discord opened the portal.

The man then went through the portal, flying across Equestria to find the man, or stallion, he wants to battle with.

Author's Notes:

A new arc begins, The Avengers will encounter their enemies.

Iron Trouble

Back in Stark Enterprises of Equestria; Peter, Stark and Mayday were overlooking the project that Peter and Mayday had been working on.

"Anti-Gravitation huh? Interesting idea," Stark said.

"Yeah, basic science stuff but I figured it could work in this world, my idea is that when a Pegasus needs to learn how to fly, this machine can help them practice flapping their wings in the air without the assistance of unicorn magic should there be no access to it," Peter said.

"That sounds very intriguing, though what inspired this idea if I may ask?" Stark asked.

"I first thought about this back when Scootaloo was having trouble flying, then recently when Mayday said she would like to be a great flyer, like her Uncle Johnny," Peter said. "So I figured something like this would be great for Pegasus Ponies."

"Plus it would be fun to float in the air, almost like swimming," Mayday said, doing swim gestures.

Stark chuckled, "Indeed, I think we can make this work Peter, I'll get my best ponies on the job, you and I can overlook all production."

"Me too?" Mayday asked.

Stark nodded as he rubbed her mane, "Of course, you're our little assistant."

"See honey, you're on your way to becoming a great scientist," an enthusiastic Peter said.

Mayday grinned, "This is gonna be so awesome!"

Stark began looking for something, but couldn't find it. "Hold on, what I need is in my office, give me a second."

He went to his office, leaving the father-daughter duo behind. He searched through and found what he was looking for. "Here it is." Suddenly he felt a presence nearby. He looked outside his window and to his surprise, saw a giant robot suit floating outside.

"Hello Stark."

Stark looked confused at the sight. "Wait, what in the-"

The suit blasted at Stark, firing mini lasers that Stark barely avoided.

Peter's Spider Sense went off as he heard the explosion, "What just happened?"

"Daddy? What's wrong?" Mayday asked, looking a bit scared.

Peter shook his head, "I don't know, just stay here a moment and don't move from this spot."

"Ok daddy," Mayday said as Peter quickly left.

He rushed to Stark's office where he saw him avoiding more missiles. "What's going on!?"

Stark turned to Peter, "You gotta run, I think it's-"

Suddenly the suit fired again, this time trying to hit both Peter and Stark, causing more damage to the building and worrying the ponies inside.

"Uh...what's going on?" Soarin asked.

Coco looked pretty worried, "We should find Mr. Stark."

Back in the office, the two continued avoiding attacks aimed at them.

"What's going on!?" Peter asked, looking at the suit. "Wait, who's that!?"

"It looks like an old 'friend of mine came to visit!" Stark shouted.

A moment later, Soarin entered the room, "What's with the-" He saw the suit outside. "Um, I don't remember there being another Iron Stallion."

The suit fired at Soarin, but Peter used his webs to pull him out of the way, leaving the stallion a little freaked out. "Holy crap that was close." He then quickly turned to Peter, "Dude I owe you one."

"It's no big deal but if you wanna do me a favor, please get my daughter out of this building and out of this city," Peter said.

"You got it!" Soarin said and quickly flew off to find Mayday.

Peter turned to Stark, "Who do you think that is!?"

"I think that's Obadiah Staine" Stark shouted. "The Iron Monger!"

"Right you are Tony, I've come to take the business that's rightfully mine!" Staine then attacked the two, both quickly jumping out of the way.

"How did you get here!?" Stark asked.

"Through a portal of course, with a little help some strange spirit and Spider-Man's old friends," Staine said.

Peter looked curious, "What old friends!?"

"A certain Rhino, Scorpion, Sand User and Mysterious Magician," Staine said.

Peter looked surprised, "How did you get them to work for you?"

"I paid them, how else?" Staine said, "Besides they're quite invested in my little plan." He started attacking again, this time both ran out the office. Staine then flew inside the building but Peter managed to grab his suit from the bag he brought and shot some webbing at his helmet, then punched him back.

"We gotta do something!" Peter said.

"Get him out the building for a moment! Then let's suit up!" Stark ordered.

"I already got mine," Peter said and quickly got into his suit. He then ran in to punched Staine again, then tackled him through the glass and punched him down to the streets below. Peter fell and punched down but Staine rolled out the way and fired some missiles at Peter.

The hero quickly kicked them up and webbed Staine to slam him against the building. Ponies nearby ran for cover, hoping to get away from this little fight.

"Go back to Earth!" Peter shouted and whipped him into another building, but Staine managed to stop himself with his jet boots and flew in to punch Peter through the lobby of the building, startling all the ponies.

As Staine went to attack Peter, he was blasted from behind. He turned around and saw that Stark had gotten his own suit.

"Let's do this," Stark said, getting all lasers ready.

"Gladly," Staine said flew in to attack, both suits clashing outside and fighting into the air with Peter running outside and watching from the ground below, trying to figure out a way to win.

---

Meanwhile Soarin had already grabbed Mayday and flew far from the city, moving fast as he could without it being too much for Mayday.

"I hope my daddy will be alright," Mayday said.

"Hey he's pretty tough, and he's got Mr. Stark helping him. Spider-Mane and Iron Stallion can handle it," Soarin said.

"Still, should we get the others?" Mayday asked.

Soarin nodded, "Yeah, Spitfire and Captain Equestria would want to know about this. Plus then this could end much faster and possibly less damage to the city."

---

As Soarin flew away, Stark and Stained are fighting in the air, both clashing hard and fast, though Staine's armor had a little more power, Stark was a bit faster. Unfortunately Staine was able to punch Stark through a few buildings and fired a blast after him.

"You were never fit to run this company!" Staine shouted, charging a much stronger attack. Moments later Peter had managed to web onto his feet and pull up for a strong punch to his gut, then flung him down, hitting the streets hard.

Staine stood up, glaring at Peter, "I'll make you regret this, the only good thing about you being here is that I can take both of you out of my way!"

"Why? Afraid I'm next in line to take over the company? Then again Stark seems to like me so maybe you're right to worry," Peter said with a grin. He then rushed in to attack but Staine blocked and sent Peter through an opposite building.

Stark flew back and blasted Staine in the face, "When are you gonna give up this goal of taking over the company my father built!? What makes you so fit to run it!?"

"Because I'm an actual business man, not some spoiled brat who got lucky," Staine said and blasted Stark again.

Peter rushed back and punched Stained down, then webbed him into the air, allowing Stark the chance to fire an Ion Beam from his chest, blasting Staine across the buildings.

"This is ridiculous, we have to get him out of this world!" Peter shouted urgently.

"You don't think I know that kid? Can't believe he's even here," Stark said.

Peter sighed, "I was worried something like this could happen, I just didn't think it would."

"We'll worry about that after we win, don't let up Peter," Stark said.

“Don’t need to tell me twice!” Peter said, rushing in to attack again.

---

Eventually Soarin had arrived back at Ponyville where he dropped Mayday off at the Parker-Sparkle home.

"Why can't I go with you Mr. Soarin?" Mayday asked.

"You need to stay home where it's safe, once I get my allies, we're going back to help your dad and Mr. Stark," Soarin explained.

Mayday pouted a bit, "Really wanted to come..."

"Why don't you go play with your friends or something?" Soarin suggested.

Mayday had a realization, "My friends? That's right, I have to go tutor the Cake siblings anyway." She looked up at Soarin with a determined face, "Alright, but I hope you're careful out there, I don't want you or anypony else to get hurt."

"I got this kid, don't worry," Soarin said with a confident smile.

Mayday nodded, then heard Twilght call out. "Peter? Are you and Mayday back home?" She walked toward the door and saw Soarin, "Oh it's you Soarin, where's Peter?"

"I'm glad you're here Twilight, you should come with me, there's a problem in Manehattan, we need to get to Princess Celestia's castle, find Captain Equestria and Spitfire," Soarin explained.

Twilight grew concerned, "What's wrong?"

"I'll explain on the way there, but we need to hurry," Soarin urged.

Moments later both Twilight and Soarin are flying towards the castle, Soarin using this time to explain the fight to Twilight, the two hoping to reach the other Avengers in time.

---

Back in the city, Spider-Mane and Iron Stallion are still fighting hard, somewhat overpowering their enemy. Due to their caution they haven’t been able to really fight all out, and the battle’s already dragged on quite a bit, also partially due to Staine wanting to take his time to show off his power.

Stark had punched him through the skies of the city as Peter swung over to kick him through the air, then both flew over to kick him down through the buildings.

"Keep this up, we’ll hopefully be able to take him down," Stark said.

"Got it," Peter said, swinging over to kick Staine, though the Iron Monger endured and punched Peter towards Stark, knocking them through some windows.

At Stark's building, Coco Pommel is seen looking through the windows, feeling very worried for her boss as well as Peter. "I can't believe one of Mr. Stark's enemies came through to this world, I hope The Avengers can get here soon, otherwise this city will be in real danger."

Peter and Stark flew to attack again, but were knocked toward the building itself, going through the windows.

"This is gonna take away too long," Stark said, dusting off his suit.

Peter got up, ready to keep fighting, "Yeah, didn't expect this to be that difficult. I thought my enemies were strong, makes me wonder if I could have even made it as an Avenger."

"You're underestimating yourself too much," Stark said, "You more than have what it takes now anyway, remember, even we couldn't defeat Osborn, we couldn't beat Wesker either."

Peter chuckled a bit, "Well technically Twilight beat them both, I just helped."

"Still did more than we did," Stark said.

Coco approached the two of them, "Mr. Stark, Mr. Parker, are you both ok?"

"Don't worry about us, just get to safety," Stark said.

"Oh, but that about you two?" Coco asked.

"It's our jobs as Superheroes to do this stuff," Stark said.

"That's why we're here, your job is to go and be safe with the others," Peter instructed.

"But..." Coco wanted to argue but reluctantly nodded, knowing there isn't anything she can do. She gave the two heroes a look of worry as she started to trot away. "Please, both of you be careful."

The heroes nodded as they got into position and flew off again. Coco made her way towards the others, though felt like she should do something for her boss and Spider-Mane.

Peter ran over and punched the enemy up as Stark blasted him down, then fired a bunch of ray blasts to him.

"I won't let you endanger this world like you endangered our home world!" Stark said.

Stark was then blasted back, Peter almost got blasted but the spider hero maneuvered out of the way and webbed him to toss him into a lamp post.

"Hopefully we can end this soon, less damage to the city," Peter said.

"Maybe at least before Cap arrives," Stark said.

"Hey if Cap arrives, that means we have help," Peter reassured.

"Yeah but he might complain if he found out that they came through a portal from my building, we were supposed to make sure it was completely guarded against guys like this," Stark said.

"Maybe it's for another reason unknown-" Suddenly the Iron enemy flew in and punched Peter away mid-sentence then turned to kick Stark back and sent beams in both their directions.

Peter was able to use his webbing to pull himself up to the roof to avoid the beam while Stark shifted to the side, narrowly avoiding the attack.

Both rushed in to deliver a punch, but both of their attacks were blocked and they were slammed to the ground and tossed into another building where several blasts were sent after them.

Stark grabbed Peter and put up a shield to protect them both, then blasts were sent to the roof above with the intent on bringing the building down on top of them.

"Time to end you two!" he then charged up a stronger blast and sent it right at them, causing a huge explosion in the area.

The Iron Monger took to the skies as he looked down at the damage caused. "That should be the end of Stark and his little Spider."

Suddenly the two began to emerge from the rubble, though not without some aches and pain.

"So why is he so mad at you again?" Peter asked, rubbing his foreleg.

"Lot of reasons, each one dumber than the last," Stark said, removing some rubble from his Iron suit.

"You two just don't know when to stay down," Staine said, charging up his lasers again.

"You should know how stubborn we heroes are," Peter said, getting into another stance.

The villain then started blasting again, but both Peter and Stark rushed in with a double punch to knock him back, then Peter pulled him in with his webs and allowed Stark the chance to punch him into the air, to which Peter jumped up and whacked him back down.

Stark landed on top of him and attempted to remove the enemy from the suit, "I won't let you use this suit to cause harm!"

Staine scoffed at that and then fired a beam from his chest, knocking Stark off the suit.

"No!" Peter said, landing on top of the suit, also rushing to remove it. "We won't let you continue your destruction!"

Then the enemy blasted Peter back with some lasers on his arm. The enemy stood up and readied more weapons.

"This guy just won't quit!" Stark said, firing a beam with the enemy doing the same, the two beams struggling against each other.

Peter swung over and kicked the enemy in the face, allowing Stark to overpower him with the beam and blast him back through another building.

"At this rate a good chunk of the city's going to be destroyed," Peter said.

"Just keep his focus on us, we'll make sure there isn't too much damage," Stark ordered.

"Easier said than done," Peter said as the two rushed in again.

---

Meanwhile the rest of The Avengers were seen making their way to Manehattan, hoping to assist Tony and Peter.

"How did this even happen?" Cap asked, leading the way as he ran toward the city. "How did enemies from our world get here?"

"I was worried this whole portal thing would work against us," Carol said, flying beside Cap.

Thor also flew beside Cap, "This man that is after Stark, do you think he may have brought others?"

Spitfire also flew near Cap, "How did this guy even sneak past us? The portal's in the castle!"

"Maybe we need better guards," Carol said.

"You don't suppose they have their own technology to create such portals?" Thor asked.

"Right, that's how that Doom guy got those Capcom villains to this world," Spitfire said.

"I'm not sure, but the biggest focus will also keeping more of a lookout on anyone else who might try to come through," Cap said. "If what Thor said is true, then this world might be facing real danger."

"If it gets too bad, we can ask help from the Capcom Fighters," Carol said.

"Hopefully we won't need to, I'd rather stop the problem before it starts," Cap said.

"Will do, anyway let's hurry, I'm sure Spider-Mane and Iron Stallion need our help," Spitfire said.

"Not that they really need our help, but we could help them finish this much faster," Carol said.

"Fast is what we do best!" Spitfire said, then turned to a group of Wonderbolts she had brought over. "Move faster team!"

"Yes ma'am!" they said, flying closer to Spitfire.

The Avengers quickly rushed to the city, where Peter and Stark were still trying to fend off the enemy.

"Dammit, what's it going to take to get that suit off of him!" Stark said.

"Let's try damaging it," Peter said.

"If it were that easy...Watch out!" Stark shouted, moving Peter out of the way before a chunk of a building was thrown at him. Unfortunately Stark took the blow and got knocked pretty far back.

"Oh no! Tony!" Peter shouted, then glared. "Gotta bring this big guy down!"

Peter rushed in to attack again, hitting several parts of the suit and then using his web to fling him around and send him up into the air as he went for one final punch that sent him flying across the city.

"That should do it, hopefully," Peter said, wiping his head a little.

"I hope so," Stark said, making his way over. "Nice work Peter."

"It wasn't anything really," Peter said. "We still gotta make sure it's taken care of."

"Peter!" they heard a voice call.

"Hey was that Cap?" Peter asked.

"Mr. Stark!" another voice called.

"That sounds like Spitfire," Stark said.

The two heroes looked over and saw The Avengers as well as some of The Wonderbolts approaching.

"Hey you're all here," Peter said.

"Yeah," Spitfire said as she flew towards Peter. "Soarin told us after he brought your daughter home."

"Great, um where is he though?" Peter asked.

"I told him to wait at the castle, he looked a little tired, must have gone extra fast to get to us, how long have you been trying to hold him off?" Spitfire asked.

"I don't know, it was going so fast yet somehow it felt like forever," Peter said.

"I want to say about a good half hour," Stark said. "Give or take at least."

"Wow, that's pretty fast flying," Peter said.

"Duh, we're Wonderbolts, and we even brought the more faster Avengers," Spitfire said, then looked around a bit. "Looks like there's quite a bit of damage, at least it's not too bad. This guy must have been tough."

"How did he even get through, that's so weird?" Peter asked. "There should have been people and ponies watching on both sides of the portal."

"I'll try to contact Rhodey, see if he knows anything," Stark said, and called from his suit. "Rhodey, are you there?" Stark waited for an answer, as did the group but nothing came. "Rhodey!"

"Now I'm kinda worried, suppose he attacked Rhodey and Pepper?" Peter asked.

"For his sake he better not have hurt them," Stark said coldly. "Can't believe this actually happened, I was so sure we could keep the portals as our advantage!"

"Where is he anyway?" Cap asked.

"Peter knocked him pretty far back, if we hurry we can go grab him and prevent him from causing any more harm," Stark said.

"Actually he's coming this way!" Peter shouted, pointing to the oncoming Iron Monger.

"I won't lose yet!" Staine shouted.

"Avengers, Wonderbolts, Assemble!" Cap shouted and led the charge, throwing his shield at Staine's head to knock him a bit dizzy as he ran in for a strong punch to stumble him back.

Carol then flew in with a strong kick to his head with a blast to his chest right after. Thor flew over wielding his Mjolnir and whacked him hard into the air allowing Spitfire and her Wonderbolts to fly over and kick him to the ground below.

"Time to finish this!" Peter said, then used his web to fling him into the air as Stark flew over and did a strong blast to knock him toward a building, damaging the suit and knocking Staine unconscious.

"That got him," Stark said with a satisfied smile.

Spitfire landed near the downed villain and turned to the others, "Go let Princess Celestia know we stopped the guy, me and my Wonderbolts will handle everything else here."

"Wait, what about the others?" Peter asked. "Should we check on your building Tony?" Peter asked.

"Good idea, I'm worried about them, let's go," Stark said, leading the others towards his building.

---

Observing all this from his crystal ball, Discord seemed pretty satisfied with what he's seen so far. "Good, the plan seems to be working. All I have to do is continue to make use of this chaos, I should be able to make more portals soon, weakening the link and bringing in all our extra friends."

"Sounds fun!" Sonata said, clapping her hooves. "I can't wait to make some new friends!"

"Still, odd choice to test this on," Shocker said. "I know this guy is an Avengers villain but I wouldn't call him the strongest."

"We're just getting warmed up, wouldn't be much fun if we went all out from the beginning, sometimes starting slow can be fun," Discord said. "At least that's what I've learned from observing those Saiyans."

"Huh? Saiyans?" Sonata asked.

"You'll see soon my dear, like I said, it's going to be Super," Discord said.

Shocker rolled his eyes, "I hate when someone reuses a joke and expects it to be funny the second time."

"Technically I wasn't really joking, just reminding you of my clever pun," Discord said.

"Fine, fine, don't care," Shocker said.

"No need to be so moody Herman," Discord said.

"Don't call me by my name so casually," Shocker said.

Sonata giggled, "You are moody though."

Shocker groaned loudly at Sonata's giggling as Discord observed the crystal ball, tapping his chin in wonder, "Perhaps I should give those ruffians at Tony Stark's building a chance to show what they can do in this world, maybe make sure there's two more, give Spider-Mane a little preview of what's to come in a few years."

---

Back with the others, they had arrived at Stark's building, checking on the ponies there. Fortunately everyone was ok. Stark's assistant Coco also seemed to be fine after everything, trying to assure that she'll be able to handle everything here for now.

"You sure you're feeling alright Coco?" Stark asked. “I know that got a little intense.”

Coco nodded, "Yes, it was a bit shocking for all of us but nothing we can't handle I'm sure."

"You're a tough pony, I like that about you," Stark said, getting a slight giggle from his assistant.

"Will you be fine by yourself for now?" Peter asked.

Coco nodded, "Yes, thank you Mr. Parker, you too Mr. Stark."

"No trouble," Stark said

"Yeah, and you can just call me Peter, any friend of Tony Stark is a friend of mine after all," Peter said with his usual cheery smile.

Coco couldn't help but blush at that, she's heard from Rarity how charming Peter is, but she hasn't had much of an opportunity to see it up close. "Sure thing...Peter." Suddenly Coco started blushing more just from mentioning his name so casually, then started to trot away. "I should be going now."

As Coco trotted off, Stark turned to Peter. "Sometimes I feel like you married too soon, you have so many opportunities."

"I'm happy with Twilight, I have no regrets," Peter said.

"I know, I'm not saying you made a bad choice, but maybe you should have explored a bit more," Stark said.

Peter shook his head, "I've never really been good with girls anyway, I don't know why some of them act flustered around me, at least in Equestria."

"You're just unaware of your looks and charm, but I suppose that's what helps make you a really decent guy," Stark said. "Anyway I'm just glad this situation was handled with minimal damage.

"Yeah, at least the building is mostly alright, though we still need to figure out how this happened," Peter said.

"Don't worry, we'll fix this, let's just get back and talk with Celestia about this," Stark said.

Peter sighed, "I feel like this is something she was worried about."

"It can't be helped, we'll fix this before it gets too bad," Stark assured.

The heroes then left to Celestia's castle while Discord made plans of his own. He hopes to open more portals, to the other worlds, to really create chaos and turn Equestria into a fighting field. Discord's plans were far from done.

Danger Looming

Back at the Castle, Twilight is seen waiting and worried for her husband. She knows that there's trouble, she just wants to know that Peter is just fine.

"I can't believe this happened. I know it was something Peter and I discussed, something we were all worried about, but to think this still actually happened," Twilight said. "I guess part of me hoped that our worrying was for nothing."

Sunset went to calm her down, "Easy Twilight, I know this looks bad, but we need to trust that Peter can get it under control. Besides sometimes things like this can't be helped, that's why we have access to a lot of Superheroes, they can handle this."

"Yeah, I should, he's even got help, I'm sure they have this," Twilight said. "I hope they do."

Sunset also looked concerned, but she had to believe they could do this. Peter has handled worse and she knows how tough Tony Stark is. Plus the rest of The Avengers plus some Wonderbolts are on their way to help, she needs to believe in their abilities.

---

With Peter and the rest of The Avengers, they were still on their way to the Castle, moving as quickly as they could.

"What do we tell the Princesses?" Peter asked.

"Um, tell them what happened," Stark said rather bluntly. "I mean what else do we tell them?"

"Come on Tony, you know that sounds more difficult than it does, I mean Celestia was already unsure about the portals being accessed, now with something like this happening, she's gonna be pretty unhappy," Peter said.

"She likely already knows, but once we understand the problem, she'll be a little more understanding," Stark said. "Besides it was handled very quickly, with minimal damage, everypony's alright and whatever's broken can be fixed, easy."

"I hope you're right about that," Peter said.

Cap looked a little worried himself, he knows how Celestia really feels about all of this, but he had to hope that the quick victory meant a more understanding Celestia.

The heroes had arrived at the castle, where Twilight was the first to greet Peter, with a big hug and an even bigger kiss, getting a goofy smile from her husband. Stark chuckled at that until nudged by Cap.

"Stop laughing," Cap scolded.

"Sorry, but his face looked funny," Stark said, stifling his laughter.

Cap rolled his eyes as Twilight continued to affectionately nuzzle Peter.

"Thank the stars you're alright," Twilight said.

"Of course I'm alright, it wasn't anything too tough," Peter insisted.

"What about the other ponies?" Twilight asked.

"They're fine too, me and Tony saved them," Peter said.

"Still, do you know how this even happened?" Stark asked. "Who was guarding the portal? I'll fire them myself if I have to!"

"I'm not sure Tony, but Sunset's still figuring it out, she knows this stuff a little better than I do," Twilight said.

"At least we defeated the enemy, I hope there aren't more though," Carol said.

"Who was it anyway?" Twilight asked.

"Some guy I knew, Obadiah Staine, better known in my world as The Iron Monger. The Wonderbolts are handling the rest at least," Stark said.

"So it was one of your old enemies Tony?" Twilight asked. "I've seen some of Peter's enemies but come to think of it, I don't know that many enemies the rest of you fight."

"It's nothing we can't handle," Stark reassured. "Still, the less enemies the better. I am worried since I lost contact with my friends back at my other building."

"We can check on them in a moment, let's just hope that the one who did this didn't cause any more damage," Twilight said.

"If anything they have their own ways of defending themselves, I am a bit worried but I'm sure they'll be fine," Stark insisted.

"They are," Luna said, arriving in the area. "When all this happened I immediately went to your world to check on your friends. There is some damage to your building but nothing too bad, at least according to your assistant Pepper Potts. The ones who caused the damage left."

"Good, that's a relief," Stark said. "So, these extra guys, Staine mentioned them, but did Rhodey tell you anything else?"

"He mentioned four names, Rhino, Sandman, Mysterio and Scorpion," Luna said.

Peter groaned a bit, "Didn't think I'd hear from them again, I hope they don't find their way over, that's gonna be a pain in the butt."

"Hopefully they will stay, sounds like they got away from Rhodey but hopefully he or someone else can catch up to them, we don't want them attacking this world. I'll let the heroes that are still over there know about them," Stark said.

"Still, what could they have wanted from this world?" Twilight asked.

"Also how did they know about the portal?" Peter asked. "What if they didn't even use this portal, suppose they have their own?"

"That could happen, don't some of your enemies have Portals of their own? I'm sure Equestria is a known thing in your world, what's to stop them from coming over?" Sunset asked.

"I think Dr. Doom did, but I don't know if anyone else has a portal," Cap said.

"Portals aren't hard to make if you know the proper magic," Thor said. "Then again aside from Doom it would technically be hard to reach this world. It was a miracle of it's own that Doom found his way over, and that was because of assistance from Capcom."

"I just hope Wesker didn't have any other friends," Peter said.

"I just hope he didn't escape from Chun Li with his group," Sunset said.

Twilight groaned, "I'm really worried now, Celestia won't be happy when she hears about this."

"She already knows Twilight," Luna said. "She also expects all the heroes to keep this world safe."

"We're doing good so far at least," Stark reassured.

"Is this happens again, we'll be ready, and we'll stop them just as quickly," Peter assured.

Luna nodded, "I know you will."

"Though the question is who else could use a portal like that?" Carol asked. "I mean Doom wouldn't be the only one who can figure it out."

Twilight wondered, "Any other enemies we should know about? Peter, do you still have any strong enemies in your world?"

"Not really, I mean Goblin, Venom and Doc Ock seem to be done for good," Peter said. "All my other enemies are pretty minor in comparison."

"I think we have to worry more about any enemies The Avengers have, or any of the other heroes in this world," Sunset said.

"I have some tough enemies but nothing me and my team can't handle," Stark said.

"What about Logan? And Johnny Storm?" Sunset asked.

"Aside from Doom, The Fantastic Four don't really have that many threatening enemies," Carol said.

"Are you sure about that? What about The Skrulls? Suppose we have to deal with Super Skrull again?" Stark said.

"The Skrulls haven't been seen in a long while I don't believe, I don't think they have any type of access at the moment," Thor said.

"Unless it's from Space," Carol pointed out.

"I can contact the Guardians of The Galaxy, maybe they can keep an eye out," Cap said.

"As for Logan, the X-Men do have enemies, not sure how many are portal savvy though," Stark said.

"What about Thor's brother Loki?" Peter asked. "Is he still a problem?"

"Loki hasn't caused that much trouble lately," Thor said. "Though that also worries me, chances are he may know of this world as well, he may be waiting."

"I can understand that worry," Peter admitted. "But beyond that, I don't think there's that much else for this world to worry about."

"Wait, what about Doctor Strange?" Sunset asked. "Does he have any enemies we should be worried about?"

"Yeah, they might be interested in our magic," Sunset said.

"I'm sure Stephen is aware of that possibility, I'm sure he's keeping a close eye out to make sure there aren't any unwanted guests," Twilight said.

Sunset turned to Cap, "Um, do you have any enemies we should know about?"

"I am worried about Hydra, but the odds of them coming are really slim," Cap said.

"Wait, what about Ultron?" Stark said, causing some worry among The Avengers.

"Ultron can't find this world," Cap said with intense determination. "We will not allow that."

"Yeah, if he finds his way over here, that's gonna cause trouble," Carol said.

This raised Twilight's curiosity. "Um, who's Ultron if I may ask? I've heard of him briefly from Janet, but she didn't seem to wanna talk more about it."

"Makes sense, Ultron partially ruined her life," Stark said.

"He's an android, he was designed to help humanity, but he became too intelligent and decided that humans aren't worth saving," Carol said.

"The original Ant Man created him, he wasn't the same when the experiment turned out to be a failure," Cap said.

Peter nodded, "He's a tough one for sure, we have to be careful, let the heroes in our world know that this is happening, and we need to make sure all the guards here know too."

"Right, once The Wonderbolts return, I'll let Captain Spitfire know," Cap said.

Twilight looked relived to know things are likely to get better, though still felt somewhat worried. "I hope this doesn't turn out too badly."

As everyone started to leave, Sunset Shimmer tapped on her chin. "What if the problem is from within Equestria itself?"

---

Back with Discord, he is seen giving orders to some on the other side of the portal. "Everything's working well, I can give you access to your own portal, use it to come to this world and have a little fun with Spider-Mane and his friends."

"Sounds good, we'll bring some extra buddies," he heard.

"Good, I wish you the best of luck," Discord said.

As he finished, Sonata appeared next to him. "Um, what's the point of this again?"

"Chaos dear, I need to spread a little chaos before the big battle in a few years. A lot of my plans had to change when Spider-Mane's friends were permanently staying in Equestria, even more when those portals to the other worlds opened," Discord said.

"Seems like a lot," Shocker said, walking over. "If too many from my old world hears about this portal, they'll wanna rule it themselves, then what would your buddy Tirek say?"

"Don't worry about Tirek, I have everything under control," Discord said.

"Control? I thought you were chaos," Shocker said.

"Even Chaos needs a little balance, though if things really do get too complicated, I'll handle it myself. The more chaos there is, the more power I have," Discord said.

"Huh, sounds like you're doing this for your own benefit," Shocker said.

Discord grinned slightly, "Perhaps."

"This is still kinda confusing," Sonata said, scratching her head.

"It's fine if you don't quite understand it yet, it's a big plan, but I'm hoping to find more to join us," Discord said.

"Join us? Like those two...um what are those guys called again? The one from Dragon World?" Sonata asked.

"You mean The Saiyans?" Discord asked. "I doubt they will, I just wanna see a good fight, a good way to measure Peter's power. I do need to be careful, if they find out about this plan, it can cause more trouble, unless I find someone else strong from their world or any of it's other Universes."

"You really want fighters that powerful then?" Shocker asked. "The way you make it sound they could defeat us with no problem."

"Of course, especially with them learning how to use God Energy," Discord said.

"God Energy!?" Shocker asked. "Now there's actual Gods involved?"

"There were already Gods to begin with, Thor's in this world after all, and the Princesses are Goddesses as well," Discord said. "Relax though, I'm also a God, sort of, even if those two cause trouble, I can fix it. Even their God Energy would be no match for my Chaos, I wouldn't do these things if I didn't have a good back-up plan."

"So are Saiyans a type of God or something?" Sonata asked.

"No dear, Goku and Vegeta merely learned to tap into God Energy, a little something they learned from the Angel of Universe 7," Discord said.

"Universe 7? So there's more? That must mean a lot of strong fighters," Sonata said.

"Look on the bright side, at least I'm not bringing in the Pride Troopers," Discord said with a slight chuckle.

Shocker shook his head, "You're seriously out of your mind right now, but I guess that's your style."

"Yes, it is. Anyway this will be fun, I promise you," Discord said, then turned to Sonata. "Soon you and your Siren friends will have all the Negative energy you desire, and your power will reach amazing heights."

"Oh, sounds neat then, I like the idea of having Negative Energy" Sonata said and trotted off. "I'm going to see my friends now, good luck with your plan."

Discord nodded and waved, "Thank you my dear Sonata." He turned to Shocker. "See how optimistic she is?"

"You call it optimism, I call it her being a dimwit, she's not exactly the smartest girl you know," Shocker said.

"Oh, and I suppose you're a genius?" Discord asked.

Shocker showed off his gauntlets, "I at least know how to make and use these things. Whatever though, you do what you gotta do."

"You really should join us, it'll be fun," Discord said.

Shocker shrugged, "I'll think about it. No promises." Shocker himself left, leaving Discord alone.

"He really needs to lighten up," Discord said, going back to his Crystal Ball.

---

Shocker and Sonata walked back to where the other villains were, with Goblin testing out his bombs and Electro messing around with his energy.

"Hey you two, back from your daily chat with Discord?" Goblin asked.

"Yeah, he's fun to be around, he makes a lot of cool jokes, and he has a lot of plans!" Sonata said.

"Osborn, how do you even trust that guy?" Shocker asked. "He doesn't really look like one with a plan."

"Well I'm not exactly alright in the head myself, but perhaps it's what helps guys like us," Goblin said. "He thinks outside the box, plus he's got crazy strong magic, the type I wish I had, maybe I'd be ruling over this multiverse by now!" Goblin tossed a bomb away, causing an explosion nearby. "But it can't be helped I guess."

"I think he wants more friends for us, in his big plan to take over all of Equestria!" Sonata said.

"More huh? You know who I kinda miss? Albert, he was a fun guy to be around," Goblin said.

"More like a pain," they heard. Each of them turned to see Adagio making her way over. "That guy is way to overconfident, I was so glad to hear that he lost as badly as he did."

"Hey Adagio, you look refreshed," Shocker said.

"You can thank Vega for that, right now he's keeping Aria company, I've never felt such disdain, it's so delicious," Adagio said.

"I think he's gonna help us, don't you?" Sonata asked.

"Who knows, and who cares, I just want my revenge against Celestia, I'd take it on Starswirl and his Pillars too if they were still around, but I'll settle with what I have," Adagio said.

As the villains continued to talk, Tirek observed from nearby, stroking his chin. "Discord, you truly are a mystery, what could you be planning in that whacked out mind of yours?"

---

Back with Discord, he continued to search through realms on his crystal ball, getting excited each time he goes through the multiverse.

"So many possibilities await me, there are so many that I'm sure would love nothing more than to invade this world, and bring their version of chaos."

Discord placed his hand over the ball, wiping it to reveal several possibilities, spanning through the Marvel world.

---

In a Dimension of Darkness, an evil ruler sits on his throne, observing many other realms within his view.

"Where should my darkness spread next? Perhaps across the Kingdom of Wakanda? The Throne of Asgard? To the distant Galaxies where my rule can increase tens of folds?"

He continued to search until he saw something glowing. “What’s this?”

He continued to observe, seeing all the ponies laughing and playing, looking extremely happy, bringing a sinister looking grin to his face. "This looks new...a nice and peaceful looking place, such bright colors too...hehe, perhaps I shall observe it for myself someday, I'll make sure it's a trip they can Dread."

---

Elsewhere a man in iron and a green hood walks through his castle, passing by all his robots. Each robot bowed to him as he passed by, the man extremely determined with a powerful look in his eyes.

"The time will come soon...I shall have my revenge for what those heroes have done to me, especially those in Capcom. They believe they can end me? They shall soon know a new meaning to Doom."

He snapped his fingers and all the robots started to glow, each flying to a different location as he continued walking down his halls.

---

In a small bedroom, a man is sitting on his chair as several metallic objects float beside him in circles, rotating around him as he twiddled his fingers. He rested his hand on his red helmet, going over several possibilities for his future. What he can do for himself soon, for his cause, for his children, for his entire Brotherhood.

“I really should look into my possibilities, there’s only so much I can do here.” He looked outside his windows, seeing the land spread out. Despite how vast it seemed, somehow it just didn’t seem like enough.

“Perhaps I need a change of view. I might know just the place too.”

---

Another is seen walking through the walkways, twirling his staff, observing each of the Nine Realms, though this one in particular knew this wasn't the limit of exploration.

"I do wonder where my dear brother had gone? Ever since those Equestrians came to Midgard, I have barely heard from him. It all started when that young hero Spider-Man had disappeared...perhaps there is a link to this?" He tapped his chin, "Oh...such possibilities, more to explore, and new mischief to unleash."

The man continued to walk, laughing along the way in his joy. He has some new plans that he’s so excited to try out in the very near future.

---

Then an Android is seen walking through his base, passing by several that resembled him greatly. "I feel a bit bored, it's been so long since I've attempted to enact my programming. It's so hard to save the world when those I wish to save resist me. It's like they can't see what I'm doing is for the best, not even The Avengers.”

He walked right by his robots, keeping his hand up as he moved around, trying to make a choice. “Oh well, perhaps new allies can work out, regardless of which world they come from. Sometimes it helps to have a little assistance, not like it needs to be a permanent thing."

He then used his powers to activate a nearby robot, it’s eyes glowing red as it began to move, "Wouldn't you agree my friend?" All that was heard afterwards was a sinister sounding laugh.

---

Discord continued to wipe his ball, showing other worlds. Passing over the world of Capcom, a very familiar man in Sunglasses and a long black coat watching over a rocky land. Several companions surrounding him, including a young man in a blue trench coat, a woman with pink pants and a spider mark on her back, plus a young looking girl in a pink dress with two little robots standing in front of her.

"Not much longer...our plans aren't over yet." He took off his glasses to reveal his glowing red eyes. "Soon we'll see our favorite Spider again, along with my favorite Star pupils." He looked to the skies, "Count down the days, Godhood in within our grasp..."

The group began to move, ready to put their plans into motion.

---

In Equestria, a pink Unicorn looks over a village of ponies, each of them doing their own little thing as she flashed a sinister smirk.

"The perfect village, where everypony is the same, and where no Cutie Marks can ruin anything. I will perfect Friendship better than that so-called Princess from Ponyville, soon everypony will want to follow in my ideology."

With a sinister chuckle, she trotted toward the village, her goals of the perfect friendship. A type of friendship she vowed to spread across this world.

---

Off, in another realm, in it's 10th Universe, a Godly being is seen preparing some tea. It was for his master, and like a good apprentice, he would always make the best tea for his master. He would soon replace his master as that Universe's God of Creation. To be a Supreme Kai and watch over the mortals.

But he does wonder if the mortals are really worth the protection, such flawed beings should not be allowed to exist in the beauty of creation. Perhaps, that's something he can change, and he will. No one will stop him from that.

He finished preparing the tea and made his way to find his master, much on his mind he hoped to soon discuss.

---

Back in Equestria, Discord noticed something in his Crystal Ball. "Oh my, what's this now?"

In his crystal ball, he can see Chun Li working on her own portal with Mega Man.

"Come on Rock, just a little more," Chun Li said.

"What's the point of this Chun Li?" Mega Man asked.

"You know we have enemies to find, I need to search every world I can," Chun Li said.

"But there's so many portals, which one do we start with?" Mega Man asked.

"Any of them, we need to move fast," Chun Li said.

Discord tapped his chin, "Oh my, is she doing my work for me?" Discord grinned evilly. "Such a good girl she is, her and that little robot." Discord continued to observe, hoping to get notes on this.

Sinister Invasion Part I

The following day in Ponyville, Peter is seen in his lab looking over some stuff. He's been very curious as to how the villains managed to invade Equestria. He was testing out the portal technology that he borrowed from the castle, hoping to figure something out.

"The rifts have weakened it seems, just as I worried" Peter said. "Still, it shouldn't have been that easy for anyone from my old world to come to this one, not without any help at least. Equestria's magic should have complicated the matter, it's a miracle that Doom and Wesker were able to find this world when they did." As he continued to study the portals, he heard some knocking on the lab door. "Come in!"

The door opened to reveal Twilight, "Hey Peter, any luck figuring out the portal problem?"

"Not a lot," Peter said. "The portals are somewhat easy to make now, but it still requires strong magic or accurate science."

"So they would have needed assistance?" Twilight asked. "But even if it's scarce, doesn't your world have strong magic users?"

"None that should know of Equestria," Peter said. "The only ones who know are Doctor Strange and probably a few of his allies. I don't think any of them would betray us though."

"But still, wouldn't most of your world know about this one? It's not much of a secret," Twilight said.

"Still, I doubt they could easily access it unless they knew exactly what they were doing," Peter said. "The only way this would be possible is if someone from this world helped out in some way."

"Or someone from your world found the technology The Avengers used," Twilight said. "Remember what happened to Tony Stark's building, that could be related."

Peter shook his head, "It wasn't just that, the portal Staine took seemed different than what was in Princess Celestia’s castle, I don't think he used any of their portals. Plus how many would even know that The Avengers have that access? Anyone who found out should have been stopped by the heroes still on Earth."

"I wonder if those guys that Tony's friend Rhodey fought knew about the portal?" Twilight wondered.

"That I also need to find out, hopefully they were just some guys that Staine hired to cause a type of distraction," Peter said. "I'm not sure if Staine knew about the portal, he might have only went to that building to steal some of Iron Man's equipment or something, or at least cause a type of distraction even here. Make it seem like he came for that portal."

"I'm sure we'll figure it out soon." Twilight gestured for Peter to come, "Anyway food's ready, why don't you take a break for now? Spike just came by, I'm sure he'd love to talk to you about his training with Princess Ember and Dragon Lord Torch."

Peter shrugged, "I guess I could use a break, kinda miss the Little Brother."

"Hurry before he eats all the food," Twilight said.

Peter wasted little time, he went upstairs and to his surprise, saw Spike partially asleep at the table with Janet trying to wake him up.

"Huh, thought he'd be all over the food," Peter said, trotting toward the table, little confused by the sleepy Spike.

"He's just a little exhausted," Janet said. "That training is tough."

"Seems like it," Peter said and waved his hoof in front of Spike. "Yo, Little Brother, you awake!?"

Spike was somewhat snoring, though doing his best to stay up. "Huh? Oh hey Peter, how's-" Spike yawned a bit, "How's your day going?"

Peter scratched his head, "Maybe you should get some sleep, you look exhausted. I can't imagine the training they put you through."

"Ember's being really tough on him, I get the feeling she hates the idea of training him though," Janet said with a slight scowl.

"Why wouldn't she like training him?" Peter asked. "Spike's a really nice guy, I'm sure he's listening to everything she instructs."

"Yeah well she really doesn't think he should be fighting, apparently she doesn't think someone short should be a warrior," Janet said, letting out a disgusted scoff. "She's barely taller than him, plus if she saw me and Scott in action she'd know that size doesn't indicate strength."

"Well you and Scott have technology helping you, Spike has to rely on his own strength," Peter said.

Janet rolled her eyes, "That doesn't mean she needs to be so rude to him. Twilight was right, maybe this wasn't such a good idea." She turned her attention to Spike, "I think you should...Spike?"

Spike started snoring again and then fell face first into a plate of food, though was shaken awake by Janet, unaware of some of the food stuck to his face. "Huh? What? Is it time to...to do..." Spike started yawning a bit more.

Janet placed Spike onto her back, ready to carry him to their room, "You're way too tired, you need some sleep." She turned to Peter and Twilight. "He'll eat later, try to save some for him."

"No promises!" Peter said, getting a glare from Janet. "I'm just kidding!"

"Right, kidding," Janet said, rolling her eyes. "Seriously if there's no food left, your butt's gonna meet my stingers, and that's gonna hurt like a bitch, even you."

Peter chuckled nervously, "I'll keep it warm for him."

"Good," Janet said as she took Spike to bed.

Twilight looked a bit concerned, "I knew this was a bad idea, at least Janet's starting to notice as well, maybe we can convince Spike out of this."

"Come on, he just started, it's gonna take a while for him to get used to this," Peter said. "Just let him keep trying, I know he's got it in him to pull this off."

Twilight sighed, "I'm still not sure if this was the best idea, I really don't like him being somewhere that I can't normally be near him."

"Look, he'll be fine Twilight," Peter said. "He's only there for a few days at a time, then comes here to rest so he's not away that long. Besides Janet checks on him quite frequently so we definitely know he's alright."

"I hope so, it's just been really hard for me, between him getting married, having a daughter and now training to be a Dragon Knight, the little assistant, no, little brother I love so much is growing up, I miss when he was only a little baby dragon," Twilight said.

Peter felt some pity, he can agree that he misses the Spike he knew when he first came to Equestria, but he also knows that he would have to grow up eventually.

"Just remember Twilight, no matter what, Spike will always love you like the big sister you are to him," Peter said. "Just keep being there for him when he needs you."

With a sigh, Twilight nodded her head in agreement. "You're right as always Peter. At least about stuff like this."

"Huh? What do you mean by that?" Peter asked.

Before Twilight could continue, they heard a large commotion outside, worrying the two.

"What's happening!?" Twilight asked.

She and Peter rushed outside and saw the ponies running and screaming in a big panic.

"What's happening!?" Peter asked.

"We're being attacked!" he heard Bon Bon shout.

"By a bunch of weird looking guys!" Lyra shouted.

"Weird looking guys!? Huh!?" Peter said, then noticed a large rhino looking pony charging at Lyra and Bon Bon, one that looked very familiar to Peter. "Wait, is that...?"

"Come back here you puny little ponies, I'm not done with you!" the rhino pony said. Before he could get closer, Peter had rushed over and kicked him to the side of a building.

Lyra and Bon Bon turned around to see that Peter had stopped the pony, the two stopping and sighing in relief.

"That was close," Bon Bon said.

"Yeah thanks Peter," Lyra said.

They heard more screaming with Peter gesturing them to move. "Don't stop now though, it still doesn't seem safe."

"Come this way!" Twilight said, gesturing inside her home.

As the two mares rushed inside, Twilight took the time to toss Peter his web-shooters.

"Thanks Twiley" Peter strapped them on and jumped around Ponyville to see what else was happening. He looked and saw another mare, Golden Harvest, being approached by a pony that looked to be controlling sand.

"Ah! Help! There's way too much sand here!" she shouted, trying to avoid the incoming sand.

"Time to shut you up," as the pony had formed a hammer with his hoof, Peter jumped down and kicked the sand pony in the head.

"I thought I wouldn't have to see you again!" Peter shouted, then turned to Golden Harvest. "Get to the Treebrary, warn any pony you can on the way over."

"Thank you so much Spider-Mane!" Golden Harvest said and ran off.

"Good, now to-" Suddenly Peter got whacked to the ground, causing him to feel a slight daze.

"I've waited so long for another chance at this!" As the sand pony prepared to attack Peter again, his arm was suddenly frozen. He looked in the direction of where the ice came from and took an ice blast to his face, causing him to retreat a moment.

Peter knew who had come and turned in that same direction, "Thanks Bobby."

"No problem," Bobby said, gliding in on his ice. "But what's happening though, I mean wasn't that guy-"

"Help!" they heard, this time looking up in the air as Derpy and some other Pegasus ponies were seen flying away from what looked like a Griffon.

"You won't escape little ponies!" the griffon said, confusing Peter and Bobby.

"Who's that again?" Bobby asked.

Fortunately for the Pegasus ponies, Janet had flown over and used her bio-stingers to blast down the griffon.

"Take that!" Janet shouted and waved down at Peter. "Don't worry, I got him!"

"Weren't you just home?" Peter asked, then shook his head. "Nevermind, just try to get the ponies into the house!"

"Think they'll all fit!?" Janet asked.

"We'll worry about that later, now hurry!" Peter shouted.

"Your choice," Janet said and called to Derpy, "Get to Peter's house."

"Sure, but just so you know, I see more ponies in danger over there," Derpy said, poining in another direction. "Luckily it looks like Johnny Storm has it under control."

As Derpy left, the heroes looked over and saw Johnny throwing fireballs at some scorpion creature.

"I thought you were still back in our world! What are you doing in Equestria!?" Johnny asked.

"Wouldn't you like to know Human Torch!?" the scorpion pony said.

"Human? I'm a pony dude!" Johnny said, throwing more fireballs.

Peter wanted to help, but he heard more fighting and turned to see Remy fighting away a pony in wearing a bowl on his head. "You're kidding right?"

Remy continued throwing his cards, but the pony kept disappearing and reappearing. "Damn, quite the slippery one ain't you?" Remy continued to throw cards, though the pony kept dodging.

"Amateur, as if your card tricks can topple my illusions," the pony said.

"These explosions ain't illusions mon ami, sooner or later you gonna get blasted back to Earth!" Remy said, using his magic to bring out more cards. "Since you like Magic Tricks, try picking a card and I'll guess which one without looking!"

"Please, I'm far beyond such childishness," more blasts were sent toward Remy, which he quickly dodged.

As Peter went to go help, he heard more fighting, then turned to see Logan battling some giant lizard looking creature. "Not him too?"

Logan tried attacking with his claw swipes, but the creature was too agile to attack for the moment. "Crafty bastard."

Bobby scratched his head a bit, "Aren't these all of your enemies Peter?"

"Yeah, but how did they get in our world!?" Peter asked in disbelief.

Before Peter could keep wondering, Janet had called down to him. "Peter! Bobby! Behind you!"

They both turned around, though unfortunately they each took a strong punch that knocked them off the roof and down to the ground hard. Logan and the others noticed that nearby and each rushed to Peter and Bobby with Janet landing beside them.

"Parker, Drake, you two alright?" Logan asked.

"Yeah, one lucky hit won't stop me," Peter said.

"Good, that would be boring," the sand pony said as he and the others surrounded the heroes.

Twilight watched from nearby as more ponies came to her home. "What's happening? Who are those ponies? Are they the ones that attacked Rhodey on Earth?"

Mayday and Trixie were watching both from Twilight's balcony, both looking a bit worried at the sight of the villains approaching.

"What's happening Auntie Trixie?" Mayday asked.

"I'm not sure, but whatever it is, I'm sure your dad, aunt and uncles will handle it," Trixie reassured.

Mayday looked ahead, seeing the ponies stand off against her father and his friends.

Peter looked ahead, taking note of each of the villains there, "Never through I'd see any of you again," he turned to the rhino pony. "Rhino," to the sand pony, "Sandman," to the griffon, "Vulture," to the scorpion pony, "Scorpion," to the bowl pony, "Mysterio," then to the lizard pony, "Lizard."

"Heh, so you recognize us, huh Spider-Man," Rhino said.

"Or is it Spider-Mane now?" Vulture asked. "Such an odd sounding name."

"You guys can call me whatever you'd like, it's gonna end with all of you losing like always," Peter said.

"Big talk, don't underestimate us, we aren't the same as from our world, our new pony abilities make us much more powerful," Scorpion said.

"Yes, my abilities as a Pegasus will compliment my magic greatly," Mysterio said. "I'm practically what you call an Alicorn."

"Dude even my roommate Trixie does better magic than you, and half her tricks end with her hair in smokes," Peter said.

"I heard that!" Trixie shouted from nearby.

Peter shook his head at that and focused, "Enough about that, how did you losers even get into this world?"

"Like we'd just tell you," Scorpion said.

"Indeed, we have our ways, it would be rather dull if we just revealed everything to you," Mysterio said.

"Hey either you tell us now or we beat the answers out of you," Bobby warned.

"Kinda want the second one," Logan said with a sinister grin. "I do enjoy taking down scum like you."

Peter looked around, "I hope all the ponies made it to my home, still let's try not to damage Ponyville, if we can try to bring the fight outside of town."

"Right, we'll protect our home," Remy said, readying his staff.

Not too far off, Scott had flown by, seeing the stare down between the heroes and villains. "So there's the cause of all this trouble, looks like Peter's gonna need my help, thankfully his old buddy Scott's got this under control." He then shrunk down out of sight. "Alright, let me start with the big one."

Scott flew down and delivered a kick to the side of Rhino's head, stumbling him a little. "What the?"

"Hey what's wrong?" Sandman asked.

"Felt like something hit me, don't know what it was," Rhino said, looking around.

Peter had a realization, "I think Scott's here."

"Oh right, he'll be able to help us!" Janet said.

Scott flew up, ready to attack again, "Alright, let's keep going!"

Scott flew in, punching a few more times until he suddenly got whacked away when Rhino randomly threw his arms out.

"Feels like I hit something," Rhino said, then called to Spider-Man. "Hey! You got invisible ponies here or something!?"

Peter raised his eyebrow in confusion, "Um, no, ponies usually aren't invisible!"

"Don't try to trick us, I bet it was your freaky Unicorn magic, well it wasn't enough to stop me ya chumps! No one's stronger than Rhino!"

Peter shook his head, "Maybe no one's dumber."

"Still, sounds like Scott took quite a punch," Janet said.

"We'll worry about stopping then ourselves fer now," Logan said, getting into a stance.

"Yeah, we should be able to, though I still hope Scott's alright," Peter said.

Near the Golden Oaks Library, Scott had hit the wall hard. "Man that hurt, stupid Rhino." He started to look around and saw Twilight letting ponies into her home. "Oh it's the Princess." He flew next to her ear. "Hey! Twilight!"

"Huh?" Twilight said, looking around. "Did somepony call me?"

"Princess Twilight, it's me, Scott. I'm right next to your ear," Scott said.

"Huh? Wait Ant Man?" Twilight asked. "Why are you next to my ear? Go help my husband and my friends."

"I tried, I just took a strong punch," Scott said. "Anyway what are you doing?"

"Keeping ponies safe, look don't worry about me, just go help Peter" Twilight said.

"Sure, once I shake off the cobwebs, gotta hand it to your husband, if he can take punches like that on a daily basis he really must be tough," Scott said.

"Ugh, just hurry. You wouldn't keep The Avengers waiting now-Wait The Avengers!" Twilight said.

"What about them?" Scott asked.

"Change of plans, go find The Avengers, let them know about this," Twilight said.

"Um, wouldn't it make more sense to stop the bad guys and then get The Avengers?" Scott asked.

"There's no time to argue this, when something like this happens it's important to get in contact with The Avengers or The Wonderbolts, and I can't go because I'm busy keeping the ponies safe in this house," Twilight said.

"So you don't want me to help Peter," Scott clarified.

"JUST GO!" Twilight shouted, causing Scott to freak out and fly away. "How did he even get into The Avengers in the first place? He talks even more than Peter sometimes." She turned her attention back to Peter. "Please be alright."

Scott flew towards Canterlot, grumbling a little. "Annoying Princess can't make up her mind, I can help Peter, I'm an Avenger too after all, but noooo, let's just waste time instead of solving the problem now. This better not turn out bad."

---

Elsewhere Discord was observing with his Crystal Ball, though made the image large enough for others to see, specifically a siren and another spider villain.

"This is gonna be a great show," Discord said, munching on some snacks. "The Amazing Spider-Man and his Amazing Friends battling against The Sinister Six. Granted it's a bit early for Peter to be fighting a Sinister Six, but I guess this could be good practice. Plus the group might expand."

"I'm excited too, I'm really curious as to what this Spider-Mane pony can do, and why everypony says he's so strong," Sonata said.

"He's not that great," Shocker insisted.

"You say that, yet he's bested you many times," Discord pointed out.

"Sure, bring that up, I've beaten him before, lucky for him I've had to spare him for various reasons," Shocker insisted.

"Just pointing out the truth," Discord said. "Anyway if I'm being perfectly honest, I don't expect this group of villains to do much against Spider-Mane, I'll be surprised if they even last that long. This is just to see how well he fights with his team and what I can do to weaken all of them. The plan is still about 3 years away, and the inclusion of Spider-Mane's friends made things a little more complicated."

"You say that, yet you want to find those Saiyan guys," Shocker said.

"Goku is just the ultimate test for Peter, but I still wanna see how well he does with his friends, besides getting to that world is taking longer than I'd like, I'll have to rely on the likes of Sunset Shimmer and Chun Li weakening for now," Discord said.

"I still say it's too risky, getting strong guys like that, not like they'll join us," Shocker said.

"If only, especially Goku, imagine having that type of power on our side," Discord said. "Looks like I'll just have to stick with who I have for now, though I do wonder, how come the two of you are the only ones here? Where are the others? They should be observing too."

"Adagio should be here soon I think, Aria really doesn't care that much though," Sonata said. "I can't speak for the rest though, maybe they feel confident?"

"Electro's too overconfident," Shocker said. "Believing his Unicorn magic will work."

"We'll see how well these others do," Discord said, looking back into the crystal ball. "This is gonna be quite the battle."

Sinister Invasion Part II

Peter and his friends faced off against the invading villains, hoping to defeat them quickly and get them out of Ponyville.

"Alright, everypony pick a villain to fight, there seems to be an even amount, if you can defeat your villain fast enough, go help another teammate," Peter said.

"Right," Johnny said, showing off some flames. "We'll take care of this."

"And try to be careful," Peter warned. "These guys aren't jokes, mostly."

Remy had his staff ready, "Yeah, we know about them. Tough but they can be beat."

"Plus with six of us and six of them, that'll make winning much easier," Logan said.

"Let's just be careful around the town though," Peter warned. "I don't want there being too much damage."

"All the ponies are safe I think, but we still wanna keep their homes in tact," Janet said.

"You talk as if you believe you can win!" Scorpion shouted, getting his stinger ready.

"Uh duh, you guys aren't really that tough," Peter said.

"How dare you!" Vulture shouted. "Has living in this world given you that much of a high opinion of yourself Spider-Man!?"

"You're one to talk, you always have high opinions since you're usually flying," Peter said with a smirk.

"Still got jokes huh? Gonna have to beat them out of you for good," Rhino said.

"We're gonna destroy you Spider-Man! You and your annoying friends!" Mysterio shouted.

"Yeah, yeah, typical tough talk," Peter said, looking unimpressed.

"We can handle this," Johnny said, flaming on.

Wolverine snarled a bit, "Let's take them down!"

The heroes then charged to attack with the six villains charging as well. Johnny threw a fireball to scatter the villains as the other heroes went in to attack each one.

Peter punched Rhino back and jumped to attack some more, Janet tried zapping Mysterio but he was quick in dodging, Wolverine swiped at Scorpion, Remy hit Sandman with a card blast, Bobby attempted to freeze The Lizard and Johnny battled Vulture in the air.

Peter rushed to attack again but Rhino had managed to dodge and whack Peter away. He charged to attack again but Peter grabbed his horn to stop him and then turned to flip Rhino overhead and down to the ground below.

Peter then webbed Rhino and tossed him into the air and then jumped up to kick him towards the edge of Ponyville.

"Gotta keep him away from the town, hopefully Twilight managed to get everypony into our home," Peter said, rushing towards where Rhino was.

Nearby Janet was still attacking Mysterio, having shrunken down as she blasted her bio stingers at the villain. Unfortunately he made things difficult for her, using his powers to make illusions of himself.

"Of course," Janet said, zapping each illusion. "Hey! How about actually fighting me and not doing your disappearing tricks!"

"That's no fun, now is it," Mysterio said, appearing out of nowhere and attempting to blast Janet, though she was quick and was able to avoid.

"Got you!" She moved in quickly and managed to blast him a little, but he quickly made more illusions to hide among. "You're not gonna be able to keep this up for long!"

Logan continued attacking but Scorpion was agile enough to dodge the claws and attempted to hit Logan with the stinger, though that just gave Logan the opportunity to grab his tail and swing around as he tossed the villain toward a wall, hitting it hard.

"Gotta be a little more careful," Logan said, remembering Peter asking them not to cause any damage to the homes in Ponyville.

As Logan went to attack some more, Scorpion fired some acid from his stinger, nearly burning Logan.

"Try handling this!" Scorpion said, getting some acid on the mutant and burning him a bit. As Logan tried shaking off the acid, that gave Scorpion a chance to whack him with his tail. He went to use the stinger again but Logan rolled aside and then punched Scorpion and clawed his chest to knock him back.

"Gonna need more than that bub," Logan taunted, getting ready to attack again.

Remy had continued throwing cards at Sandman, or Sandpony now. Despite how many cards were thrown and the explosion that followed, Sandpony would just regenerate and prepare to attack.

"You don't have the power to beat me!" Sandpony said, attacking Remy, though failing since Remy was quick enough to jump out the way.

"You'd be smart not to underestimate me!" Remy said, whacking Sandpony with his staff and then throwing more cards. "Still, gotta find a way to end this quickly."

Bobby tried freezing the Lizard, but he had a hard time keeping the Lizard in one spot.

"Tricky jerk this guy is," Bobby said, throwing some ice, trying to freeze his opponent.

Lizard kept evading and then got in close to whack Bobby down. "Here's my chance!" He went to attack again, but Bobby froze his head and then blasted him back with an ice ball.

"That'll put your plans on ice," Bobby said with a grin, going to attack again.

In the air, Johnny continued battling The Vulture, even blasting him back a little with fire, though careful to make sure none of the fire landed on any of the houses below.

"Tricky for an old guy," Johnny said. "Though not much of a speedy flyer."

As Johnny continued to blast, Vulture swerved around, and hoped to confuse Johnny. "Not speedy huh? Try this!" He flew in to attack from behind but Johnny quickly turned around to blast him down.

"Like I said, not a speedy flyer," Johnny said with a grin, getting ready to attack again.

---

Twilight was observing from her balcony, wondering what could have brought these villains over from Peter's world. "First one of Tony's villains, now six of Peter's? Is somepony messing with the dimensions?"

"Twilight!" Trixie said, trotting over to her. "How are things out there?"

"It doesn't look like Peter's having trouble, I should probably just go help him though, might finish things up quicker," Twilight said.

Trixie also observed the fight a little. "Probably isn't necessary, he looks like he's handling it fine, I think he'd rather you stay here, just so he doesn't feel distracted. I mean if you go there, he'll be too worried about you getting hurt and he'll be worried about one of them coming here."

"I think I can handle them quickly, this way we at least reduce the potential damage to Ponyville," Twilight said.

"I don't think Peter will allow too much damage," Trixie said, though as she said that she heard a loud destructive noise. She and Twilight turned to see that Remy had accidentally hit a house with his cards.

"Whoops, hope the owners don't mind too much," Remy said, then quickly dodged an incoming attack from Sandpony.

Trixie noticed Twilight's worry, then patted her back a bit. "It can be fixed though, better the house than a pony."

Twilight groaned in frustration, "How did they even get in this world? That's what I'm more concerned about! Is it our portal!? Did somepony else make a portal!?"

"Good question, first the villain that attacked Peter and Tony Stark, now these guys, it's almost like they now have their own way of coming to this world," Trixie said.

"This is going to give Celestia more of a reason to worry," Twilight said. "What if she gets too worried and seals the portals again!? What would that mean for the heroes and their families!?"

"I doubt Celestia would send them back now, they all either have kids or are expecting children, except Deadpool," Trixie then grinned a bit. "At least we'll have someponies to send away with no trouble."

"Let's not worry about that, I gotta contact Doctor Strange or Thor, one of them can scan to see if there's an outside intruder," Twilight said.

The two where then startled by what sounded like a crash, they both turned to see that Johnny had been knocked to the side of a home as Vulture flew to attack.

Johnny placed both hooves in front of him and fired a strong fire blast to knock Vulture away onto the roof of another home.

"Are you ok Johnny!?" Twilight asked.

"I'm fine, just another day for me!" Johnny said and flew off after Vulture.

"I hope Scott hurries back with The Avengers," Twilight said.

---

On the other side of town, Peter is still battling against Rhino, gripping on his horn as he charged through town.

"Get off me punk!" Rhino shouted, trying to shake him off.

"Gotta try harder big guy," Peter taunted, though jumped off when Rhino hit a street pole.

"Ugh, little runt!" Rhino shouted, punching down at Peter. The hero was quick to dodge and began hitting the big villain with some quick punches. After several strikes, Rhino eventually knocked Peter away, causing him to crash into a wall.

Rhino then charged at Peter, though found himself hitting only a wall as Peter had quickly evaded.

"You just put a whole in Cherry Berry's house you jerk!" Peter said and webbed Rhino to fling him across town toward some barrels, knocking everything over.

Rhino stood up to attack some more, but Peter quickly appeared before him and did some quick strikes, then knocked him into the air and quickly jumped up to web him and swing him around diagonally to slam him through the ground.

As Rhino pulled himself out, though still a little confused, Peter rushed in and did one final punch to knock him down, then used his webs to restrain him on another street pole, leaving the big guy struggling upside down.

"Hey! No fair!" Rhino shouted.

"Hey that's what you get for causing so much trouble, now you stay there and think about what you've done," Peter said, then looked around. "Gotta find the others."

He then heard some fighting nearby, then quickly jumped in that direction, landing on a nearby roof to see Logan using his claws to block Scorpion's tail.

"Those claws of yours are causing quite a bit of trouble, but not for long!" Scorpion shouted and shot some acid at Logan, hoping to at least melt his claws.

Logan however was quick enough to dodge each acid spit and moved in quickly to slash Scorpion's sides, then kicked him toward a nearby carrot stand.

"And now Golden Harvest is gonna be mad," Peter lamented.

Logan then jumped at Scorpion to attack again, but the villain was quick enough to evade as Logan added more damage to the carrot stand. Scorpion raised his stinger to attack but this time he was webbed by Peter and pulled in for a punch to the face, continuing with more punches and then knocked back towards Logan, who rushed in with some claw swipes to destroy his suit and ended by cutting off his tail.

Peter took the time to web Scorpion to the wall of a nearby house, leaving that villain stuck for the moment.

"Man I can't win no matter what the world!" Scorpion complained.

"Evil never wins!" Peter said with triumph.

Logan rolled his eyes, "Don't get corny Parker."

"Hey you could at least thank me for helping you out," Peter said with a pouty face.

"Well you did speed it up for me, so I will thank you for that," Logan said. "But you should really be more worried about helping the others."

Peter looked up into the sky, "Well it looks like Johnny has his fight under control."

Logan also looked up and saw Vulture doing his best to evade Johnny's fireballs, attempting to fly in for an attack, but Johnny's speed outmatched his enemy's as the Torch hero was able to fly up and then do another blast to send Vulture straight to the ground.

"Whoo! Go me! Can't put out this fire!" Johnny taunted.

"Yeah, looks like it," Logan said, looking a little annoyed at Johnny's boasting.

Johnny started to descend, smirking down at the villain he was fighting, "Had enough? How about telling me how you got into this world Vulture?"

"I'd like to know that as well," Peter said. "Who sent you here?"

Vulture tried to crawl off, but Logan stomped his hoof down on his back, extending his claws across it. "Better start talking bub, otherwise-"

"Logan watch out!" Peter warned, but unfortunately Logan wasn't able to dodge a sand punch that knocked him toward a wall.

Sandpony approached the group with his hooves shaped like giant hammers, ready to attack. "Time to crush all three of ya!" He then felt an explosion on his back, much to his annoyance. "Ugh, you little pest! What do I have to do to knock you out!?"

Sandpony turned to Remy, the X-Man standing on a rooftop charging more cards with his kinetic abilities. "Asking myself the same question!"

"At least I can answer it for you, answer is that you can't knock me out!" Sandpony shouted, attacking with an extended punch with his hammer fists.

Remy leapt over the punch and threw a few more cards at Sandman's face, stunning him long enough for Johnny to blast him with fire.

Peter rushed to check on Logan, but the experienced hero waved it off, "I'm fine, just a lucky hit. Though I suggest we stop Vulture before he tries to escape."

Logan turned and saw Vulture scurrying away, "No you don't bub!" He jumped and clawed his left wing, destroying the tech and injuring his actual wing, hurting his ability to fly.

Peter took the moment to web Vulture and slam him to the ground, and then used more webbing to keep him stuck. "That's three."

Sandpony continued attacking Johnny and Gambit, the two heroes being too agile for him to land a proper attack.

"Hold still so I can clobber ya's!" Sandpony shouted.

"Sorry, but clobbering is my friend's specialty, not yours!" Johnny shouted, blasting Sandman in the face with more fire as Remy tossed some cards through him, causing another explosion that continued to weaken him.

"Storm! Double team!" Remy shouted, holding more cards.

"Sounds good! What's the plan?" Johnny asked.

"Shoot your fire!" Remy shouted, throwing some barely charged cards at Sandman, leaving them stuck on his chest like timed sticky bombs. "Go!"

Johnny wasted no time hitting the cards with his fire, increasing the explosion and overwhelming the sand powered villain.

"Aw man..." Sandpony said, losing form and passing out.

Peter took the moment to web him while his sand wasn't active, "Hopefully it keeps his sand retrained long enough."

"We'll just defeat the next two guys quickly, where are they?" Johnny asked.

"I can hear fighting from two directions, so let's split up," Logan said. "Parker and I will go east of here, you two go south."

"Sounds good, but is it a good idea to leave these villains without anyone watching?" Johnny asked. "Suppose they try to escape?"

"It'll be quick, besides we ain't got much choice, no other heroes around here," Logan said.

"Wait, where's your wife Johnny?" Remy asked.

"Rainbow Dash is at Wonderbolts HQ, though I'm sure she's gonna hear about this really soon," Johnny said.

"What about Scott?" Peter asked. "Well he got beat up but I'd thought he would have come back. There's also Deadpool."

"Wait, is Deadpool even fighting?" Remy asked.

"No time to ask, let's hurry!" Logan shouted, gesturing Peter to follow him.

Remy shrugged it off then turned to Johnny, "Lead the way."

"If you can keep up," Johnny said with a smug grin, flying the other direction.

---

Logan and Peter went towards the first sound of fighting and saw Janet zapping some Mysterio illusions near Sugarcube Corner.

"You can't hope to find me Janet Van Dyne," Mysterio taunted.

"Gotta slip up sometime," Janet said, continuing to zap.

"By the time I do, it'll be too late," Mysterio said, the real one appearing behind Janet and charging an attack. "Because you lose."

Before he could attack, Logan rushed in to kick Mysterio away from Janet, causing the other illusions to disappear for the moment.

"Whoa! How'd you find him so fast?" Janet asked.

"His scent gave him away, his illusions only fool the eyes," Logan said.

Mysterio crawled off, creating more illusions in an attempt to trick the two.

"That ain't gonna work on me bub!" Logan shouted, already picking up Mysterio's scent.

The real one was trying to run off, but Peter blocked his path, "Sorry bowl head, I know your tricks too, and they're not gonna work on me."

"That so!?" Mysterio said, throwing some smoke on the ground in an attempt to blind Peter. "Let's see you fight through my-"

Mysterio's taunting was ended with a stong punch to his stomach. "Dude, I just told you earlier I have a roommate who does the same tricks, I know how they work by now." He then kicked Mysterio through the doors of Sugarcube Corner. "Oops, didn't mean to damage the place, hope the Cakes won't be too upset."

Inside, Mysterio shook off the dust, "That accursed spider! I'm going to-" Suddenly he realized something odd. "Did I land on some cake?" Moments later he heard sniffling, then turned to see Pumpkin Cake with tears in her eyes.

"My cake...I spent hours on it," Pumpkin said.

"Typical children, crying over sweets, how annoying," Mysterio said, then turned to the other side to see a very angry Deadpool. "Where did you come from?"

"You bowl headed bastard!" Deadpool shouted.

Outside, as Peter and the others were about to make their way into Sugarcube Corner, Mysterio had been thrown right out, looking like he just recieved a pummeling.

"What in the world?" Peter said, then turned his direction to a very angry looking Deadpool.

"That's for messing up Pumpkin's cake! She spent hours working on it you piece of crap!" Deadpool shouted, then turned his attention to Peter, his anger quickly fading away. "Sup Parker? Anything new with you?"

Peter stared in disbelief, "There's villains in Ponyville."

"Villains huh? That would explain some of the terrified yelling I heard before," Deadpool said.

Peter, Janet and Logan face hoofed, with Logan speaking this time. "Yer hopeless sometimes."

"And you're short," Deadpool said, much to Logan's annoyance.

"I ain't got time fer ya, we gotta get these villains rounded up," Logan said.

"Johnny and Remy are getting the last one, let's go catch up to them," Peter urged, going towards the direction Johnny and Remy went with Logan and Janet following.

Deadpool just stood there, turning to face Sugarcube Corner, "Gotta go fight some baddies, be right back!"

"Ok! Good luck!" Pumpkin said, watching Deadpool run off.

---

Meanwhile Johnny and Remy were making their way toward the next fight, though Johnny noticed a look of worry on Remy's face. "Um, you seem nervous Remy, what's up?"

"This is the direction of Sweet Apple Acres, what if this next guy is at the farm?" Remy asked.

"Pretty sure Bobby's fighting him, and if you're worried about Applejack, I'm not sure if you really should be, she's a pretty damn strong mare," Johnny said.

"Johnny, she's my wife, of course I'm gonna worry. Rainbow Dash is strong, but if they went after her, wouldn't you worry a little? Especially since your daughter could be in danger?" Remy asked.

"Well, you got me there," Johnny admitted. "Still, not like Lizard's that strong of an enemy." As he said that, an ice beam had hit him in the face, much to Remy's surprise.

"You ok there?" Remy asked.

Johnny shook it off, "Yeah, hurt a bit, but at least I can't get cold very easily."

Remy looked ahead, "Guess I really didn't need to worry."

Up ahead, Bobby is relentlessly blasting Lizard with some ice, having a little assistance from Applejack occasionally distracting the villain by throwing a few apples.

"See, Applejack's pretty tough, and clever," Johnny said.

Remy chuckled in satisfaction, "She'd make a fine hero, well she technically is one since she's saved Equestria before."

As Applejack continued to hit Lizard with some apples, Bobby used his ice to travel around and hit a few blasts at Lizard using his left foreleg, while creating a bigger ball with his right foreleg.

"Get clear Applejack!" Bobby warned, then tossed the huge ice ball at Lizard to knock him dizzy. Applejack took the moment to quickly tie him up with a lasso as Bobby froze the lower part of his body.

"That takes care of him," Applejack said, then noticed both Johnny and Remy. "Howdy fellas!"

"Guess we weren't needed," Johnny said, walking by The Lizard. "All we gotta do is contact The Avengers and have these villains taken away, that is if Peter managed to take down Mysterio."

"How many were there? Ah did hear a lot of commotion before," Applejack said.

"Six of them," Johnny said. "We took down at least four of them though."

"Peter, Logan and Janet went after the last guy," Remy said.

"Which honestly shouldn't take long," Johnny said with confidence.

"And how exactly did they find themselves in this world?" Applejack asked.

"That's what we're wondering," Bobby said. "I mean first seeing one of Stark's old enemies, now six of Peter's." Bobby eyed the downed villain, looking a little concerned. "This doesn't seem to be a good sign though."

"Hey we took care of them right?" Johnny asked. "We make a great team all of us, much stronger than these wannabe tough guys."

"Yeah, so far it's been easy, but what if it gets harder?" Bobby asked. "I mean suppose some of our stronger enemies show up."

"Are you saying I'm not strong!?" Lizard asked, to which Applejack had bucked kicked him hard in the face, knocking him out.

"Put an apple in it," Applejack said.

Remy smirked a bit, "Atta girl."

Johnny chuckled a bit, then focused his attention on Bobby, "If more come then we beat them up too, I've felt much stronger and faster since coming to live in this world, like the magic of the place is powering me up. Plus we got Peter, a much stronger Peter than we've known growing up. Dude saved the multiverse like twice now, plus with The Avengers nearby and The Wonderbolts as our allies, I think we'll be fine."

"Best not to get too confident," Remy said. "You do that, you'll end up letting your guard down, then it's over."

"I'm not letting my guard down Remy, just stating some facts," Johnny said.

Applejack shook her head a bit, "Talk about this later, let's go talk to Twilight."

"Right, you should probably get our scaly friend here over to her, I'm gonna go check on Peter and see if he's finished beating up that so-called magician," Johnny said and flew off.

Applejack turned her attention to Bobby, "Tell me, are there any guys in your world fer us to worry about?"

"I can think of a few," Bobby said. "Hopefully we'll figure out how these guys are sneaking over to this world and put an end to this."

"Yeah, ah hope so too," Applejack said, then grabbed the rope with her mouth to start pulling the half-frozen villain, walking with the other two toward Twilight's house.

Author's Notes:

Gonna take a small break to make sure I have enough chapters for the next part of the story.

Invasion Aftermath

Within the hour, Cap and Stark had arrived in Ponyville after having heard about the villains from Ant Man. Fortunately all the ponies were safe and the damage wasn't too bad, nothing that couldn't be fixed within a few days.

All the villains had been tied up and placed in a big chariot, ready to be taken to Canterlot where Celestia will decide what to do with them.

"I'm so happy this wasn't worse than it was," Twilight said.

"Yeah, thankfully Scott was able to get help," Peter added. "That would explain where he was at least."

"Yeah, thought he ditched us," Johnny said.

Scott rolled his eyes, "Glad to know you have such faith in me, I tried fighting you know."

"Yeah, we saw Rhino getting hit, then suddenly it stopped," Johnny said.

"He got a lucky punch, then Twilight sent me to get The Avengers, still don't get by the way," Scott said.

"I knew Peter could handle them, especially with the others, that's why I sent you to get The Avengers, so they'd be ready to take these villains away," Twilight explained.

"You did good Scott, so enough with the complaints," Janet said, much to Scott's annoyance.

"Though I am curious, I still wanna know how they got here," Twilight said.

"Let's ask them right now," Johnny said, trotting over to the chariot. "Hey dumbasses, mind telling us how you got into this world?"

"Perhaps we do mind," Mysterio said smugly.

"Wow, cute, you know what else is cute? Me leaving one hell of a sunburn on all of you," Johnny said, heating up his flame. "Seriously, how did you bunch of misfits manage to get into this world?"

"To be honest, we're not that sure ourselves," Vulture said.

"Yeah, some weird old sounding guy just gave us the opportunity to crush Spider-Man, so we took it," Rhino said.

"Weird old sounding guy?" Peter said. "Um, I don't suppose you know what he looks like?"

"We only heard his voice, he talks so weirdly," Rhino said. "Talks weirdly too, said something about-"

"Enough Rhino, you don't owe them any explanation," Mysterio said.

Twilight snarled a bit, "Hey bowl head, you guys came into this world and attacked ponies in my town! So I think you owe us an explanation for attempting to cause us harm!"

"Bowl head?" Johnny said. "Man Twi, Peter really rubbed off on you."

"Johnny I'm being serious, I want to know how they got here, so I can prevent it from happening again," Twilight said.

"And we'll figure that out, if not now then later, they'll have to tell us eventually," Cap said, approaching the group. "We'll take them to Canterlot and we'll get the answers from there, hopefully they'll have more to say than Staine did."

As the Pegasus guards strapped onto the chariot, Mysterio called out. "Fair warning Spider-Man, this isn't the last you'll see of this, especially not us. I will continue to plot out your destruction, you haven't heard the last of the Great and Powerful Mysterio."

Trixie scratched her head a bit, "You know, when I hear somepony else say it, I have to admit, it really sounds...nowhere close to how great I make it sound."

Janet glared pitifully at Trixie, "Thought she was going somewhere else with that."

"We can take'em," Johnny said brashly. "Whoever they are, bet they're nothing to us."

"Don't be too quick to say that Storm," Logan said. "Not that I wanna say we couldn't beat whoever came our way, I'd rather not chance the idea of any of these ponies getting hurt in the process."

"The most dangerous guy is probably Doom, and our Capcom buddies took care of him," Johnny said.

"Did they really?" Cap asked. "When we went to search the area, he was gone, no sign of him anywhere."

"Wouldn't put it past Doom to somehow come back mysteriously," Peter said. "He's done it before."

"That kinda worries me," Remy said. "I mean he knows about this place, suppose he's the reason these guys are showing up?"

Peter turned to Cap, "Would you be able to find out for sure, or if you know anyone that can go find out?"

"Not a problem, there's plenty of heroes I can ask," Cap said.

"Good, don't want Doom causing trouble," Peter said.

"Make sure you check on every other possibility," Logan said. "Tough as Doom is, he ain't the only one."

"Just how many strong fellers y'all have anyway?" Applejack asked. "Fer years ah only knew of that Goblin creep, then this talk of Doom a couple of years ago, who else is there?"

"Quite a few, let us worry about it though," Logan said.

"We can take them anyway, they haven't beaten us yet," Johnny reassured.

"Don't get too carried away Torch," Logan warned. "Goblin came close years ago, remember that."

"Yeah, you didn't do much to help either," Remy reminded.

"Hey, I was helping! The Fantastic Four were all over doing their best to help!" Johnny said.

"And that's very appreciated Johnny," Cap reassured. "But take Logan's word, no enemy is to be underestimated, otherwise we'll run into trouble."

"Sure thing Cap," Johnny said with a mini salute.

Stark started flying up, "Meet you back at the castle Steve." He focused on the guards with the chariot, "Lets get moving you two."

The chariot flew off with Stark flying nearby to help guard it. Cap started trotting off, "I'm going back as well, I trust you'll handle everything else here."

"Always have been," Peter said with a small salute of his own.

"Thanks for your help Captain!" Twilight called out.

"No problem Princess!" Cap called back as he trotted away.

Johnny started flapping his wings, "I'll check around once more and make sure everything's alright."

"Good idea, I'll go check on the ponies at home, let them know it's safe," Twilight said, then went inside her home.

"That reminds me, I might need to let a few ponies know their houses got damaged," Peter lamented.

"Hey I'm sure they're happy to be safe," Applejack said. "Anyway ah should get back to the farm and check up on everypony, you coming Remy?"

"I gotta patrol with the others first," Remy said.

"Oh we got that Remy, you can go with Applejack," Peter said. "I know you're likely very worried about your son."

"Oliver's fine, though I'm sure he'd like to know his daddy's just fine," Applejack said.

Remy did a half shrug, "If y'all don't need me then I guess it's alright, let's go cher."

The two trotted over to Sweet Apple Acres, to which Peter turned to Logan. "Wanna check on Fluttershy?"

"Laura and Lightning Dust are there for her, so I know she's safe. I'll check around quickly with you, yer gonna need someone else that's fast," Logan said.

"That explains why Laura didn't help," Bobby said. "I thought she just didn't care."

"She honestly doesn't," Logan admitted. "Protecting Fluttershy is the only thing she cares about, in fact she's gotten even more protective after she learned about the pregnancy."

"I'll go in Twilight's house quickly to check on Rarity, I asked Golden Harvest to help escort her there house when I saw the villains," Bobby said.

"Speaking of wives though," Peter turned to Johnny. "Where was Rainbow Dash? I thought she'd come to help as well."

"Dashie's at the Wonderbolts Academy, though she'll probably be here as soon as somepony tells her what happened," Johnny said.

"Why don't you go let her know, that way she won't have to worry about you," Logan suggested.

"I'm pretty certain Dashie knows that I can handle myself," Johnny said with a cocky smile.

"Come on Johnny, if it was the other way around you'd be worried about Rainbow Dash wouldn't you? Besides if Rainbow Dash is like Twilight, she's gonna be extremely worried regardless," Peter said.

"You got a point, besides I gotta go around that way to pick up Firefly from Bow and Windy's house," Johnny said. "Probably lucky she was there and not stuck in Twilight's house with so many other ponies, she wouldn't have liked that, and unlike Remy, I don't have a really muscular brother-in-law to protect my kid."

A moment later, Twilight came back outside, "Alright, the ponies know it's safe, they should be leaving now."

"That's great, but mind telling me how Spike is?" Janet said. "He seemed so worried, I wanted to make sure he'd be alright but the others needed my help in keeping some order."

"He's calmed down, that and he feels kinds silly for having napped through a villain battle," Twilight said.

"Little guy was exhausted from intense training, he has nothing to be sorry about," Peter reassured.

"Yeah, it all worked out, it was nothing the six of us couldn't handle," Logan said, then remembered something. "Rather seven since Deadpool did help a little."

"Where did he go afterwards?" Twilight asked.

"Back to Sugarcube Corner to comfort Pumpkin Cake, apparently something she was baking got ruined," Logan said.

"Kinda ridiculous that he didn't even bother to help until that happened," Bobby said.

"Well he's not exactly a hero like the rest of us, his main motive is protecting Pinkie Pie and her family," Peter said. "Which I can't fault him for, at least he cares about them."

"So much for their help," Bobby said. "Doesn't matter I guess, we're plenty strong without them, but it kinda ticks me off that both have that power yet only use it to benefit themselves and those they like, so uncool of them."

"It can't be helped, that's the way those two seem to roll," Janet said.

"Twilight!" Spike said, coming outside with a note. "Princess Celestia sent a message, she wants to see you as soon as she can, all of you in fact"

Normally Twilight doesn't mind a message from Celestia, but given what had just happened, Twilight is almost dreading what her former teacher has to say. "Ok, write back to her and let her know we'll be there as soon as we're done here."

"Will do," Spike said and grabbed his quill to start writing.

Twilight began to dread the meeting with Celestia, "I hope she's not regretting my decision about the portals."

"Weren't they the only way she would be ok with us staying here?" Bobby asked. "You don't think she's gonna make us leave Equestria do you?"

"She wouldn't...at least I don't think she would," Twilight said. "You're all either fathers or about to be fathers, she wouldn't make you leave."

"But what if she makes our wives leave too then?" Bobby asked.

"Yer gonna make Twilight feel even more nervous, besides let's give Princess Celestia some credit here, she ain't one to make extreme and irrational choices," Logan said.

Twilight felt a little relief, "Logan's right, I know Princess Celestia, she won't make a decision like that so irrationally."

"Plus I'm starting to think she likes having us around, I mean who wouldn't?" Johnny said, then started flying up. "Anyway I'll meet you at the castle later then, gonna check up on Dashie."

Johnny flew off, leaving the remaining ponies in Ponyville to clean up before their meeting with Celestia.

---

However, watching this little incident through a crystal ball was the Chaos Spirit Discord, who seemed pretty pleased by everything.

"I just love some good chaos, bringing in some of Spider-Mane's old foes was a blast," Discord said, clapping his hands a bit.

"Yeah, bring in a bunch of low level morons was a great idea," Discord heard Shocker say. The spirit turned to see Shocker standing nearby with a cheerful looking Sonata.

"My favorite duo, you two have been becoming great friends. I don't suppose you're trying to find the Magic of Friendship?" Discord teased.

"Really funny Discord," Shocker said. "She just keeps tagging along wherever I go."

"Sorry, you just seem kinda lonely since one friend left you and your other friend's too sad to talk to anyone," Sonata said.

"First off Lightning Dust wasn't my friend, she was just an ally, who happened to betray us for Spider-Man and his annoying friends," Shocker explained. "As for Vega, he's just another ally, not really a friend, though speaking of whom." Shocker turned towards Sonata, "Shouldn't you be all flirty with him right about now? Like you usually have been?"

"Adagio's been hogging him, he has a LOT of negative energy. I can feel some from you, but don't worry! I won't take any," Sonata said.

"Better not, I swear your two other friends have tried to once before," Shocker said.

"Maybe, can you blame us? We're Sirens, it's in our nature, like Changelings feed off of love," Sonata said.

"Oh my, that's right, we're getting closer to when that Changeling attack is suppose to happen, oh I do hope that Peter found a way to make peace," Discord said. "After all, it would be a shame if something went wrong."

"I honestly hope he makes peace too, from the sounds of things those Changelings destroyed everything, and I'd rather not be among that," Shocker said.

"Don't worry, I'm prepared for that myself," Discord said.

"Better be, anyway back to the original topic, what did you hope to gain from brining in those six failures?" Shocker asked.

"Right now I'm just testing things out, that and getting Princess Celestia nervous. From the looks of things, I might be able to do any portal I want, and soon I'm gonna send them a big surprise," Discord said, trying to contain his joy.

"What do you mean by...big surprise?" Shocker asked, looking a little unsure about Discord's wording.

"Ooh! Is it those super strong warriors? What are they called again? The Cyans?" Sonata asked.

"You mean Saiyans dear, and no not just yet. Both Goku and Vegeta are still training hard, trying to reach new heights, and I'd rather they reach them before I send either one of them to Equestria," Discord said.

"I still think bringing them over is a bad idea, suppose they realize what you're trying to do? They might betray us," Shocker said.

"They won't, they're not going to destroy Spider-Mane or anything, just have a good fight, which both of them love to do very much," Discord explained. "I merely have something else in mind."

"Better not be stupid, or something I get caught in it. Last thing we need is for you to accidentally destroy Equestria, at least while I'm still in it," Shocker said.

"Don't worry, I won't do anything that drastic, otherwise Tirek will never let me hear the end of it for destroying a land he wants to rule over," Discord said.

Sonata looked closely into the Crystal Ball, "So, what's gonna happen now? What's Spider-Mane's plan?"

"Seems like he and Twilight are gonna have to explain things to Celestia," Discord said. "They probably think she's gonna seal the portals, not that I'll allow that. But to ease her worries, I'll give them a little break, then send in some more, well let's say...rational people."

"I don't even wanna know what you mean by rational," Shocker said, looking into the crystal ball. "Man, how many ponies were in that house anyway?"

"Also, how much longer until we do our big secret plan?" Sonata asked.

"Just a couple more years, don't worry my dear sweet Sonata, it's coming soon, and you'll be able to do battle against Peter, like you've been wanting to," Discord said.

"As long as I have my friends then I'm all for it," Sonata said, then turned to Shocker. "Any tips for when I fight him?"

"Ignore his stupid jokes for one, and try not to get hit with his webbing," Shocker explained.

"Ignore jokes and avoid webbing, got it," Sonata said, taking Shocker's advice much more seriously than he expected. "Also, what if his jokes aren't stupid, what do I do then?"

"ALL of his jokes are stupid, just take my word for it," Shocker said. "Honestly it's like fighting a little kid, how the hell did he even get married? Was his wife desperate or something to eternally put up with his lame sense of humor?

"Perhaps you just need your own sense of humor, personally I find some charm in Peter's jokes," Discord said.

"What?" Shocker asked in disbelief. "You can't be serious...then again you're pretty weird yourself, so I'm not that surprised."

"To each their own," Discord said and focused back on his crystal ball. "Now to see how this plays out."

---

Later at Celestia's castle, Twilight and the heroes were gathered before the Princess herself. Cap and Stark were both present, as well as Spitfire, waiting alongside the Elements and their Hero husbands.

Twilight felt uneasy, she already knows that Celestia is likely unhappy about the recent invasions, the fact that the portals she worked so hard to make happen were causing trouble for her world. What Bobby had said before had some potential truth to it, if Celestia isn't happy with the portals, she might have them removed.

"I'm sure you're all aware why I called this meeting," Celestia said.

"It's about the recent villain fights, we know," Logan said.

"Yes, somehow villains from Marvel Earth are making their way into Equestria, and obviously that's something we can't allow to keep happening," Celestia said.

"You're not gonna seal off the portals are you!?" Twilight asked, some fear seeping through.

"You're also not gonna banish us back to our world are you? Because we're kinda useful in this one," Bobby pointed out, which led to Remy bonking him on the head with his staff.

"Try addressing her with a little more class, or do you want to piss her off and get us sent back?" Remy warned.

"I'm not sealing away the portals, nor am I banishing anypony," Celestia said, to the relief and surprise of Twilight.

"You're not?" Twilight asked.

"No, at least not yet," Celestia said, getting some worry from Twilight and the Superheroes. "I know how much the portals mean to you Twilight, same with Sunset Shimmer. You both put a lot of work into those and even I myself have grown attached to the great heroes of Peter's world." Celestia briefly glanced towards Cap before resuming her explanation. "But I may have to if this continues to get worse. Fortunately both incidents were resolved very quickly, which is one reason I'm positive that keeping the portals open isn't a bad idea. But I would prefer if this matter was stopped where it's starting."

"Where it's starting?" Twilight asked.

"The first invasion left me a little suspicious, but this one has me even more convinced that this is the workings of a bigger plan by somepony," Celestia said. "From what I've heard from some of the other Avengers, the last six were petty compared to most villains they've seen."

"Yeah, those aren't really the strongest guys, in fact those are the type of villains that usually work for a bigger one," Peter said. "I mean they didn't even seem to have a leader, usually Doc Ock leads a Sinister Six group, though I already know that Green Goblin took care of him years ago."

"But is it originating from this world, or Peter's?" Rarity asked.

"Back in Ponyville we were wondering who could have access to this world," Logan said. "I know Doom had access since he's the one who helped Wesker with the portals and sent several guys in."

"He's the only one from our world that might have known a way to get in," Bobby said. "Unless he let other villains know."

"I doubt that," Johnny said. "Doom isn't really one to share glory, it was surprising enough he worked with Wesker, though my guess is that since Wesker's from a different world it'd be easier to have more for himself in our world."

"Doom is very likely, while those Capcom guys defeated him, we never had a chance to fully capture him," Stark said.

"Yeah, we never found him afterwards, we're pretty sure he's still alive too," Cap said.

"But what about this world then?" Logan asked. "Who here could be working with Doom?"

"Think Discord's involved?" Applejack asked.

"He could be, though he's not easy to find so it's gonna take a while to know for sure," Twilight said.

"What if it's from the Capcom world?" Remy asked. "I know Wesker and his buddies were taken back by the Capcom group, but he might have had allies aside from the ones we saw."

"Unfortunately we don't know a whole lot about Capcom villains," Peter said. "Only the ones we've seen."

"Doesn't Capcom have their own scientist villain though? The guy Mega Man fights?" Bobby asked. "Think I've heard about him."

"Later we'll contact Chun Li, she might have an answer," Peter said. "We still gotta figure things out here. Who else could be involved? Like what if Wesker made some allies in this world?"

"Wouldn't Lightning Dust know?" Johnny asked. "She briefly worked for Wesker, what if she has an idea?"

"Thinking about it, she never really said that much about Wesker or any of his plans," Bobby said. "I mean I know me, Remy and Laura were actually controlled into following orders from Wesker, though I barely remember much of it, and he never really said much around us anyway."

"Probably didn't want to take the chance that we'd break free or something," Remy said.

Bobby nodded, "Still, I feel like Lightning Dust knows more, she was with him much longer too. Fact is she was also really close to that creep Vega, and he probably knew some stuff."

"You don't think she's still loyal to Wesker and is secretly trying to help him or Doom take over again?" Rarity asked.

That caught Twilight and Celestia's attention, making them realize how easy that could be.

"No!" Fluttershy nearly shouted, briefly startling any further questions from Twilight or Celestia. "Lightning Dust wouldn't do that, she's really ashamed that she used to work for those Capcom villains, she never likes talking about it because of that shame. She wouldn't hide anything from us, at least not from me."

"I'm with Fluttershy on this one," Logan said. "Lightning Dust genuinely cares about her new family, especially Laura. Yeah she never really talks about what happened but she'd honestly rather forget."

Celestia still seemed unsure about this explanation, much as she'd like to fully believe it, "I'd also like to think she genuinely loves her family, but unfortunately your friends are bringing up good points. We'll need to question Lightning Dust."

"You can't be serious!" Logan said. "Come on, I'm sure she already told Parker and Twilight everything she knows back when we freed the Crystal Empire from Vega and Shocker!"

"Logan, it can't hurt to double check," Cap said. "Try to respect Celestia's suggestion."

Logan scowled, "Fine, I'll do it then, she'll answer to me better."

"With all due respect Logan, I would prefer if one of The Avengers or Wonderbolts did," Celestia said.

Logan seemed confused, "What for? I live with her so I can ask her. She'll trust me more!"

Celestia shook her head, "I fear your love for her might cloud your judgement, it would be better if-"

"It would be better if I spoke to her!" Logan interrupted. "Look Celestia, I know yer worried but if you send one of them then you're gonna make her feel intimidated, and I don't want her thinking that she's still not trusted among others. I'll ask her myself."

"Logan," Cap said, getting the aggressive hero's attention. "Don't ever interrupt Princess Celestia when she is talking, and mind your tone when you speak to her. What she does is for the good of her world."

Logan scoffed, "Yer such a goody-two shoes when you want to be Cap."

"It's called being a respectable hero, as a respectable hero I need to set an example and make sure others follow that example," Cap said.

Logan rolled his eyes, normally he had respect for Cap, but he does hate when the Avenger leader blindly follows orders. "Keep yer example to yerself, nothing's gonna stop me from looking out fer my family."

Peter looked nervous, he could feel some tension in the air. "Come on, how about a compromise, maybe Logan and an Avenger can question her. Logan being there would make her feel secure and we can still get the answers we need. Sound good?"

Logan seemed unsure, he didn't fully trust this plan. Sensing his uncertainty, Fluttershy approached her husband and place her hoof on his back. "I'm not too happy about this either, but I think we should take Peter's advice. We'll both be there for Lightning Dust if she needs us, that sound good?"

Logan couldn't say 'no' to Fluttershy, especially seeing that she had a determined look in her eyes. "Alright, we'll go with Parker's plan."

"Sweet, compromise!" Peter shouted, causing an awkward silence afterwards.

"Put a lid on it," Logan said, causing a sheepish smile from Peter.

"Alright that's settled," Stark said. "So we have our plans right? We're gonna keep a lookout for Discord, Peter's gonna have a conversation with Chun Li," Stark focused his attention to Peter briefly. "Let me know if I can be of assistance, I have a certain way with ladies after all." Peter rolled his eyes in annoyance as Stark continued. "And one of our guys will speak with Lightning Dust...in fact maybe it should be you Steve."

"Excuse me?" Logan said.

"Hey he did seem to be in favor of the idea, so why not?" Stark said.

"I'm fine with that," Cap said. "Also try to get in contact with Doctor Strange, maybe he can help locate the source of this, if someone's making portals then we need him to be on alert."

"I'll get to that," Stark said, then turned to Spitfire. "Let the rest of The Wonderbolts know that we're gonna be searching around, I'll contact The Avengers."

"Sure thing Stark," Spitfire said and turned to Rainbow Dash and Johnny. "Alright Crash, Matchstick, you're both up."

Johnny looked surprised, confused and somewhat annoyed for moment, "Did you just call me 'Matchstick'?"

"Yeah, I heard your friend Ben call you that, so I figured I'd use that, sounds like a fun name to use," Spitfire said.

Johnny looked at Rainbow Dash a moment in disbelief, then turned back to Spitfire. "You know Rainbow Dash and I have names right?"

"Yes, and now you both have nicknames, now let's get moving," Spitfire said and flew out of the castle.

Johnny groaned in annoyance. "Nicknames? They sound like insults coming from her."

"Let's just do our best to earn her respect and she'll drop them eventually," Rainbow Dash said.

Johnny looked flabbergasted. "Earn her respect!? Dashie you've saved Equestria many times from terrible dangers, I'm one of the greatest Superheroes from Marvel, what has she done honestly!?"

"Well she is Captain of The Wonderbolts, so she's obviously done some impressive things," Rainbow Dash said.

"She beat me in a race once," Peter said.

"Dude I could beat you in a race, that's not that impressive," Johnny said.

Peter glared half eyed at him, "When have you ever beaten me?"

Johnny shrugged, "Lost count."

Peter looked confused. "I didn't ask how many times, I asked when-"

"Anyway Dashie, let's go see what our 'Great Captain' wants us to do," Johnny said and flew off with Rainbow Dash.

"Way to avoid the question...Matchstick," Peter said, watching the two fly off.

Twilight spoke next, "Will that be all Princess Celestia?"

"Yes, that is all," Celestia said.

"Alright," Cap said, then turned to Logan. "Then I guess now's a good time for us to go speak with your friend."

"Fine, but remember it's both of us talking," Logan said. "And don't intimiate her too much."

"I'm just gonna ask a few questions, that's all," Cap said.

Fluttershy approached Cap with a stern glare, "Make sure it stays that way, if you upset her, then you'll be dealing with me!"

Cap seemed surprised by that remark, Fluttershy is usually much quieter and respectful, at least from what he's seen from her. He would figure that being married to Wolverine might somewhat affect her personality.

"Yes, noted on that," Cap said, still a little surprised.

Fluttershy turned away and walked toward Logan, "Let's get home then."

Logan nodded and followed Fluttershy home. The others also started going home, with Rarity looking somewhat annoyed. "I knew I should have brought a chair, my hooves are really starting to ache."

"I did suggest you stay home, you're still a couple months away from our child being born," Bobby said.

"Princess Celestia wanted to see all of us, I wasn't gonna be the only one who didn't come," Rarity said.

"I think she would have been fine considering you're very pregnant," Bobby said. "You can barely walk two feet without feeling tired lately."

Rarity glared at Bobby for that remark, "I'm not that pregnant that I can't walk, I can get around just fine! Look at Fluttershy, she's pregnant and she came!"

"She's not as pregnant as you are, her belly's much smaller," Bobby said.

"So now I'm fat!?" Rarity angrily shouted.

"Not what I said!" Bobby said defensively.

As the two continued to bicker, Peter approached Celestia, Cap and Stark. "Anything else we should be concerned about?"

"Not at the moment, we'll let you know soon enough if anything else comes up," Cap said.

Peter nodded, "Sounds good, anyway I'm gonna try to contact Chun Li, also Cap, remember to take it easy on Lightning Dust, she's a little more insecure than she likes to let on."

"Everything will be fine," Cap said.

"Also Laura's close with Lightning Dust, so be careful around her as well," Peter said.

"Ooh, forgot about Laura," Stark said, then turned to Cap. "Good luck there Steve."

Cap rolled his eyes in annoyance, "It'll be fine." Cap then turned to Peter. "Better hurry and contact Chun Li so we can get this sorted out."

As Peter left with Twilight, Cap focused his attention on Stark and Celestia, "Do you two really suspect Lightning Dust of anything?"

"I'd like to think not, this is just to be certain, that's all," Celestia said.

"Though she and that Vega guy were pretty close, she might want revenge for what Peter did to him," Stark said. "Anyway I gotta contact the rest of The Avengers, oh and Stephen as well. You two figure the rest out."

Stark made his way out the room, leaving Celestia alone with Cap. During this Celestia turned her attention to Cap. "I'm not being overly cautious am I?"

"No, not yet at least," Cap said. "I'm not exactly thrilled about having to speak to Lightning Dust on this matter, but it was a good point. We just need to be sure of her loyalties."

"Right, just taking precautions," Celestia said, letting out a sigh. "I feel like I get too protective of Equestria."

"Nothing wrong with caring about your world, just try not to get too carried away, otherwise it won't progress," Cap said. "Eventually you're gonna have to tell others about those schools you had shut down, same with addressing what happened with The Sirens."

"I'll get to that when the time comes, for now it's best that you get to Lightning Dust and have this straightened out," Celestia suggested.

"Right, hopefully we'll just have been concerned over nothing," Cap said. "Anyway Celestia, don't over worry yourself, and come to me if you feel you have any doubts, I'll be more than happy to help you with them."

"Always reliable Steve, I thank you for that," Celestia said.

"It's no trouble," Cap assured. "None at all."

While Peter and Twilight went to contact Chun Li, and also with Johnny and Rainbow Dash having gone with Spitfire to get the Wonderbolts, the rest of the group decided to make their way back to Ponyville. Logan looked to be a little grumpy about Cap's suggestion, but the more he thought about it, he knew Cap wasn't one to just accuse others, and that Cap would be fair when dealing with Lightning Dust.

"Funny," Bobby started saying. "We came here to have a newer life and now our old life is starting to come after us."

"Can't be helped," Remy said. "Some of our enemies know about Equestria, and now that it's easier to access, things are gonna get more complicated for us."

"At least The Avengers are quickly on it," Applejack said. "Besides it's not like Equestria's never seen villains of it's own, if anything we're kinda worried about what could happen to you here."

"Speaking of which, can someone elaborate more on that Discord guy you mentioned?" Remy asked. "I heard about him quite a few times, he sounds tough."

"Peter mentioned he's like that Loki fella y'all deal with, he's a Chaos Spirit," Applejack said.

"I don't think there's many others though," Pinkie said. "King Sombra's been beaten for good and Nightmare Moon probably won't come back either."

"Nightmare Moon, that spirit in Luna's body?" Bobby said. "She does have control over it right?"

"So long as she feels loved by her friends," Applejack said. "Which ah think we've done a dang good job doing."

"What about Queen Chrysalis?" Rarity asked. "You don't think she has anything to do with this either do you?"

"That don't sound like something she'd do," Applejack said. "Though ah know Peter said she's gonna try to invade again in a few months, so we all gotta prepare for that."

As Fluttershy listened to the conversation, she still noticed that Logan seemed very grumpy. "Logan, are you still upset about what Celestia wanted the Captain to do?" Fluttershy asked.

"Maybe I'm just protective of those I consider family. I know Celestia means well and that Steve is just following orders and keeping this world safe, but I'm worried Lightning Dust will take this the wrong way," Logan said.

"We'll be right there for her, I'll even be in the room while it happens, I'm sure Laura will be as well," Fluttershy said.

"I feel like Laura will be pretty pissed about this," Logan said. "She's the most protective of Lightning Dust."

"What's there relationship like anyway? They're really close!" Bobby shouted.

"Too close!" Deadpool added.

Fluttershy glared at the two, "Would you like me to ask Laura? I'm sure she'd love to answer the two of you personally."

Logan nearly shuddered at how cold her voice sounded, in a way he finds that very attractive. He loves her normally gentle nature but when she gets sassy, it's just really adorable to hear.

Bobby and Deadpool didn't seem to enjoy it much, they just chose to ignore her out of some slight fear of what she could do, especially with her pregnancy hormones.

"Let's just get home, I got a headache from all this," Remy said.

"Better get used to those headaches then, might have a lot coming your way," Bobby said.

Remy glumly nodded as the group continued to make their way home.

---

Meanwhile Peter had gotten in contact with Chun Li, the young warrior meeting with him and Twilight in the portal room.

"So you have enemies from your world attacking?" Chun Li asked.

"Yeah, I'm getting worried," Peter said. "Equestria's in danger because of our problems, but we're also worried about any potential danger that could come from your world too."

"Plus any danger from our world that can also affect yours," Twilight said.

"Point is, do you have good protection over the portals?" Peter asked.

"Yeah," Chun Li reassured. "I have good allies such as Guile, Cammy and Carlos watching over the portals. Rock's also been keeping an eye our for things."

"That's good, but still, are there enemies in your world we should worry about?" Twilight asked.

"What about Wesker and his allies, they were taken in by you, what's happened since then?" Peter asked.

The look in Chun Li's eyes seemed to worry Peter, already knowing what she was gonna say. "We had them...then they somehow escaped."

"What!?" Twilight shouted. "How!?"

"We're not sure, seems like he had another ally none of us knew about," Chun Li said.

Twilight groaned, "Didn't Chris Redfield go on about how you can handle your own villains? Some good that did! If he only knew at the time then maybe-"

"Easy Twilight," Peter said, trying to calm his wife. "Remember Chun Li's the one who at least tried to work with us. Sometimes things happen, sure happened a lot back in my world. We even talked about it happening with Doctor Doom."

"It's alright Peter, regardless of what Chris said, it was mainly my duty to capture them since I was leader of the operation," Chun Li said. She then bowed in respect to Twilight, "I apologize for this, I was careless and now we run the risk of your world being attacked again." She then looked Twilight in the eyes, "But I promise you that I won't let anypony in this world get hurt, not one. If that happens then I'll personally accept the consequences."

"Whoa there Chun Li," Peter said. "Don't be too hard on yourself. You still helped us stop Wesker before he could do any more damage."

Chun Li looked sadly aside, "Thanks for that Peter, but I do have to accept responsibility as leader. I'm sure you and Twilight understand that burden, being leaders yourselves."

"I'm no leader, Twilight's the Princess here," Peter said.

"You're a Prince too Peter," Twilight reminded. "Don't you remember?"

Peter chuckled nervously, "Oh right, I keep forgetting I'm a Prince as well, maybe because I don't have wings." Peter had a realization. "Wait why don't I have wings if I'm a Prince!?"

"Being royalty doesn't automatically mean you're an alicorn, otherwise my brother would be one since he's Prince of The Crystal Empire," Twilight said. "You have to do an amazing feat to become an Alicorn."

"Doesn't saving the multiverse count?" Chun Li asked. "He did defeat Green Goblin after all."

"Actually Twilight's the one who did the final blow, I just helped," Peter said. "Thinking about it, she also did the final blow to Wesker as well, I haven't really done anything like that."

"Still, I think you've done more than enough to earn an Alicorn status," Chun Li said, then shrugged it off. "But since I don't fully understand the customs of this world then I guess what I feel doesn't really matter. Point is that I will make sure this world is safe from Wesker."

Twilight nodded her head, "I'll trust you on that, you are very reliable, I'll give you that. But if you can answer another question, is there anypo-er I mean anyone from your world that might give us trouble?"

Chun Li held back a snicker at Twilight's near slip, but did her best to remain professional. "There are a few other strong villains in our world, some I'm sure even Wesker wouldn't have wanted to work with...it honestly surprises me that he was willing to work with Vergil, or that Vergil went along with it." She rubbed her chin a bit, "There is the organization known as S.I.N. that could cause trouble, it's a place that Street Fighters like myself are more familiar with. There's also Doctor Wily, he's Rock's enemy. Speaking of Rock, his fellow fighter robot, Mega Man X has an enemy named Sigma, a powerful robot that wants to take over with his robot army."

"Basically your own Ultron," Peter said. "Sure hope those two don't become friends anytime soon."

"Ultron? I feel like I've heard that name," Chun Li said.

"Well anyway it sounds like you have your hands full with tough villains of your own, if you ever need assistance don't hesitate to ask us," Peter said.

"That's sweet of you, but it might hurt our pride if you did. Remember our worlds are rivals, if the Marvel Superheroes did defeat our world's villains in our place, it'd leave us Capcom Fighters feeling useless," Chun Li said.

Twilight shook her head, "I'll never understand your rivalry, why not just be friends? And does it really matter how your world stays safe?"

"It's in our nature to be competitive, and Marvel is our best competition," Chun Li said. "Silly, I know, but it's the way we all are. Just as this world runs on friendship, and Peter's world runs on justice, our world runs on competition."

"I'll be honest, I do like that about all of you," Peter said. "Far as I'm concerned, you're all cool...when you're not being stuck up jerks. Not you Chun Li, mostly Chris and Dante. Ryu seems to have relaxed a bit though."

"Ryu's grown fascinated with this world, he's considered coming here for training, or at least to explore it. He is a wanderer after all," Chun Li said.

"He's more than welcome to, as long as he doesn't randomly pick fights," Twilight said. "I mean I know he promised me a while back that he wouldn't but I would like to make absolutely sure he remembers."

"Ryu's not like that, at least not usually," Chun Li said. "Also you mentioned Doom earlier, I hadn't realized he escaped after Ryu, Chris and Dante defeated him, from the way they made it sound, I didn't think he was even still alive."

"I don't know the details, it's something that Cap mentioned," Peter shyly rubbed his head. "Guess both our worlds screwed up on that, I'm worried they'll try again now."

"We'll be better prepared if they try," Chun Li said. "Anyway is there anything else you need to know?"

"Probably a few things, think we can talk a bit? We wanna be prepared for anything," Peter said.

"Whatever's happening could also potentially affect your world too after all," Twilight said.

Chun Li nodded, "Right, good point. Let's go through the portal, we can let some more of my teammates know as well."

The two enterted the portal, ready to speak more within the Capcom world.

---

Later in Ponyville, Cap had arrived at Logan's house, already speaking with Lightning Dust. Logan, as promised, was in the room along with Fluttershy and Laura, the latter looking very distrustful of Cap.

"I'm just gonna ask a few questions, answer them as honestly as you can," Cap said.

"Alight, what do you need to know?" Lightning asked.

"It's about when you were in Wesker's group, do you know what his exact plans were at the time?" Cap asked.

"Huh?" Lightning said. "His plans? Wait why are you now asking me about something from like two years ago?" Lightning glared suspiciously at Cap, "This is about the last two villain attacks right? You don't think I had anything to do with that do you?"

Cap hesitated a moment before answering, "No, nothing to prove that at least. We just want to be sure about everything so we can figure everything out. So please answer my question, did you know his exact plans?"

"Well like I told Twilight after the fight at The Crystal Empire, Wesker just wanted to figure out a way to defeat Peter, that he was planning an invasion of Ponyville, which obviously already happened and he was defeated," Lightning said.

"Did he mention any other back up plan? Did he have any other allies?" Cap asked.

"Just that Doctor Doom guy, that's all I know. Honestly he didn't really tell me a whole lot, he just gave me orders and I followed them," Lightning said. "If he had any other plans then I wouldn't know since me, Vega and Shocker went back to The Crystal Empire shortly after we escaped that battle in Canterlot."

"Where did Wesker go?" Cap asked.

Lightning seemed confused, "Wait a minute, shouldn't you know this stuff? You were with us too at the time, remember?"

"Huh? What are you talking about?" Cap asked.

Logan's eyes widened in realization of what Lightning Dust said, "The mind control."

Lightning nodded, "Yeah, exactly. Cap you were working with us during that time, I remember that Tron Bonne chick brining you into Equestria with the rest of The Avengers. So you should know about his plans too."

"Yeah Steve," Logan said. "Don't you know anything?"

"I barely remember being with Wesker, if I did then I wouldn't be asking Lightning Dust. Unlike me, she wasn't mind controlled," Cap said.

"Huh? Shouldn't you remember something?" Lightning asked, then turned towards her best friend. "Laura, do you remember anything from when Wesker had you under control?"

"Not much really, only some parts, like the fight at The Crystal Empire," Laura said.

"Steve, didn't you break free of your mind control? Surely it meant you had some control," Logan said.

"I don't remember much, at least I don't remember if Wesker said anything around me," Cap said. "Chances are he wouldn't risk that anyway, especially if the mind control failed or if we happened to be faking."

"Look, Wesker barely told me anything, and like I said, I went back to The Crystal Empire sometime after the fight with Canterlot," Lightning said. "Honestly I'd rather forget that fight, Peter was really angry and very scary looking...I remember hearing your Iron friend say something like not liking that Banner guy when he's angry, but Peter's way worse in my opinion. He makes that monster form of Banner look like a chump, especially considering he knocked him out in one punch," Lightning looked at Cap, some fear still lingering in her eyes. "Do you remember that Cap? How scary Peter looked?"

Cap had some memory of how intense Peter was when fighting. "A little, that battle is a vague memory but I do remember some things."

"Anyway, I don't remember much," Lightning tapped her chin a bit. "Though I also remember telling Twilight that Peter had some enemies that wanted revenge on him, they were in some dark secret place guarded by a Cerebus."

"Cerebus?" Cap asked. "Wait...I think I've heard Celestia mention that once."

"Appearently Peter has enemies there, so maybe they had something to do with all this?" Lightning suggested.

"Do you know who they are or what they looked like?" Cap asked.

"No, I just remember some electric looking guy and a scaly green guy that Shocker knew. There were some mares there, weird looking manes, something about them being sirens, not sure what those are, Celestia might know so you can ask her," Lightning said.

Cap's eyes widened a moment, though he didn't elaborate on his surprise. Crossing his forelegs he decided to continue, "I'll keep that in mind. So that's all you know?"

"Yeah, that's all," Lightning said. "Just so you know, I had absolutely nothing to do with any of those villains attacking. That life is behind me, I'm not gonna throw away all that my new family has given me."

"I should hope not, but I'll leave you to your business. I thank you for your cooperation," Cap said, then turned to Logan. "Not so bad was it?"

"Yeah whatever, you done?" Logan asked.

Cap leaned in to whisper, "Did you happen to catch what she said? About the electric guy and scaly green guy?"

"Yeah, what about it?" Logan asked.

"Sounds like something Peter would be familiar with, I would prefer if he didn't find out about any of this yet," Cap said.

"Huh? Why not?" Logan asked.

"If he found out, it would likely worry him to no end, once I speak with Celestia I will let you know the proper course of action," Cap said.

"You're acting all secret like Rogers, that's very unlike you," Logan said.

"Just trust me on this," Cap said, then turned to the others. "I bid you all farewell."

Logan snarled a bit as he glared at Cap, "Don't make me regret trusting you, yer shield ain't gonna protect you from the fury I'll unleash."

Cap made his way outside, thinking over everything Lightning Dust said, especially some bits of information. "Celestia, you're going to have to answer some questions for me now."

Inside the cottage, Lightning Dust looked a little concerned, hoping that everything would be alright with her. Fluttershy patted the worried Pegasus on her back. "Don't worry about this too much Lightning, Cap and Celestia are just a little concerned about things."

"Yeah," Laura said. "We know you're not gonna betray us or anything, we would have known by now, because we know you."
"Thanks, it's nothing, I'm sure everything will get cleared up," Lightning said.
"I'm sure Peter and Twilight will figure out what's happening, I do feel bad for them since this is likely weighing on them a lot," Fluttershy said.

Logan furrowed his brow as he looked out the window, "I am curious as to what this is suppose to acomplish. I mean sending in an old enemy of Stark's kinda makes sense, but sending in a bunch of low level guys just seems weird, I mean it doesn't really make any sense."

"Maybe it's not suppose to," Fluttershy said, getting Logan's attention. "Remember what was said at the castle, how Discord could be the reason this is happening."

"Discord?" Lightning asked. "I actually saw him a few years ago when I was with Wesker. He might be up to something, what I'm not sure since I did my best to stay away from some of those guys."

"Just answer me this, that electric guy and scaly guy, did you happen to catch their names?" Logan asked.

"Like I said, I barely paid attention since I was kinda freaked out, though I think Shocker referred to one of them as Electro, I'm also certain I heard the term 'Goblin' used, might be the same Green Goblin guy that Peter and Twilight defeated years ago" Lightning said.

Logan looked surprised, he hadn't seen Electro since Luna sent him to the moon several years back. As for Goblin, yeah he shouldn't be around but he also knows that Goblin is also the type to keep coming back no matter what's happened to him. "I was worried about this."

"About what?" Fluttershy asked. "Logan what's going on? You don't think The Green Goblin's coming back do you?"

"Not sure, Cap said to wait for him before acting on any suspicions," Logan said.

Lightning turned to Laura, "What's going on? Is this bigger than we thought?"

"It's possible," Laura said, then turned to her best friend. "Don't worry though, we'll take care of this. I won't let anything happen to you."

Lightning nodded, "Same, I'll watch out for you as well."

"We'll cover each other then," Laura said, placing a foreleg around Lightning. "Always."

"Yeah, always," Lightning said, placing her foreleg over Laura.

---

Within the hour, Cap was back in Canterlot Castle, explaining everything he heard to Princess Celestia.

"So...Logan likely knows about The Green Goblin being here," Celestia said.

"Is there a reason he is?" Cap asked. "Why would you have such a dangerous villain in this world?"

"It was to keep him from doing any more harm, same with his electric friend," Celestia said.

"I take it Peter doesn't know," Cap said.

"Not yet, I'd rather he doesn't right now since it could start to worry him. I won't let anything happen to him so don't worry," Celestia said.

“Just as I thought,” Cap muttered, then spoke up. "But if he's behind this, or any of those other villains-"

"The Cerebus is more than capable of keeping Goblin imprisoned with every other villain there," Celestia reassured. "It has kept the most dangerous creatures under control for thousands of years."

"But what about Wesker?" Cap asked. "He got in and out. I'm just surprised the other villains didn't escape...unless we don't-"

"They're all still there, I check there frequently, such as when I placed the one known as Vega there with his ally Shocker," Celestia said.

"Wait, they're alive?" Cap asked.

"Yes, but they're trapped," Celestia said. "I have increased security, nopony else is getting in or out," Celestia said.

Cap sighed, "I hope not, Goblin is dangerous, and then you have those Sirens who probably want revenge as well, especially since you banished most of them away."

"It was to protect Equestria, I do what I must to keep my subjects safe, even if I have to resort to extreme measures," Celestia said.

Cap shook his head, "Celestia...I can't agree with that. You can't do such things and keep them as secrets, if they get out then you're gonna cause even more ponies to lose faith in you. I heard about how many ponies initially started to lose that faith when they learned that you know of Peter being human before it was revealed to all of Equestria."

Celestia sighed, "Steve, we've been over this. I don't like keeping secrets, I only do it to give ponies a sense of safety. If they're discovered then I'll accept what happens. I just want to keep the ponies happy no matter the cost."

"Celestia, I know you care, but sometimes you need to be honest with those you care about," Cap said, then took her hoof in his. "I think you're an amazing pony, and a caring Princess. It's an honor to serve under you and I do what I can to show you my loyalty, which is why I don't want you to do anything that can endanger your position. I do my best to keep your secrets because I respect you, but this isn't something I feel right doing, and I don't think you should be that type of Princess, I know you can be better than that!"

Celestia did her best to control her emotions. Truthfully she was extremely flustered by Cap, the way he held her hoof and the genuine loyalty he presented to her. She always found him extremely handsome and the main reason she still agrees to keep the portals opened, if only to keep seeing him.

"I'll do what I can Steve, please just bear with me a little bit longer," Celestia said. Cap reluctantly nodded out of respect, then felt himself pulled in for a hug. "Thank you though, your words mean a lot to me, my Captain."

Steve started to feel flustered himself, though also a little awkward. Celestia is an affectionate pony, so it shouldn't surprise him that she would go for a hug. He didn't mind the hug, though he did question if it was professional. He already felt that holding her hoof was pushing it enough, now she wanted more contact. Not to mention the fact that she's taller than him, like a mare compared to a colt. He eventually decided to return her hug, figuring he's already in the embrace, might as well just accept her affection.

Besides, a hug from a beautiful mare is a very welcome thing for him.

Author's Notes:

Long chapter, hope it was worth a long wait. My plan was to take a break and do more weekly chapter releases, but unfortunately I won't be able to properly do that. I’m still writing future chapters and I’m double checking them to make sure the story makes sense. To ensure a properly told story, I won’t be doing frequent postings, unless I gain a better idea of how I want this story to be told. There’s still much more to be added and still building to something bigger, it’s just gonna take a while with a lot of careful planning. Hope you’re all still enjoying.

Prepping an Unpredictable Future

In the Capcom world, Peter and Twilight are sitting in a meeting room with Chun Li, as well as several of her allies. While Peter remembered most of them, Twilight was having a slightly difficult time trying to pinpoint who was who. She of course recognized Spencer, Strider and Mega Man, but that was all.

"Um, Peter?" Twilight whispered to her husband. "This might sound embarrassing, but I don't remember all their names."

"Don't worry, I got this," Peter said, then called their attention. "Great seeing you all again, now I know you've seen her already but I still feel the need to introduce my wife. This is Twilight Sparkle, Princess of Friendship."

Twilight bowed her head, "It's nice to formally meet you all."

A man in a green vest stood up, "My name is Carlos Oliviera, I work with the BSAA alongside Chris Redfield and my friend Jill Valentine."

A woman in a red beret and green one piece stood up next, "I'm Cammy White, a member of Delta Red, and a good friend of Chun Li's."

A robot in red stood up next, "I'm Zero, I'm a fighter robot like Mega Man, and I'm a close friend and ally to X."

A man in a green tank top, with pants to match stood up. Twilight somewhat recognized him from the hair alone, it was very unique. "I'm Guile, I'm part of this world's army. It's a pleasure to meet you Princess Twilight."

"You don't need to refer to me as 'Princess', I don't want you to hold me in a higher regard than any of you," Twilight said.

"You're quite a modest girl, good manners too." He turned his attention to Peter. "How the hell did you get her to marry you?"

Peter furrowed his brow in annoyance, "Why does everyone sound so surprised whenever I introduce Twilight as my wife? Is it that hard to believe that-"

"Yes," everyone in the room interrupted.

Peter crossed his arms in frustration, "Jerks."

Chun Li gestured everyone to relax themselves, "Come on, let's be nice to Peter, we don't want to hurt his feelings."

"Hey don't make me sound like a little kid, I can handle a little criticism, I had to do it for years with old JJ dragging my name through mud," Peter said.

"I thought you were really popular in your world?" Carlos asked.

"Please, a good amount of the public used to hate me because of what those articles used to say," Peter said.

"I doubt anyone took those seriously," Twilight insisted. "You need to give yourself more credit, a lot of people seemed fond of you when I went to your world the first time."

"If it makes you feel better, many in our world seem to revere you and the Marvel heroes," Guile said.

"Especially the X-Men," Strider added. "A lot of aspiring heroes in this world look up to them, especially Wolverine."

"Huh, so Logan has his share of fans," Peter said.

"Yes, one young girl I know, she's always wanted to have an all out battle with Wolverine," Strider said.

"Wow really?" Peter asked. "She someone I know or a newer hero?"

"I'm not sure if you've ever met her, she's part of the Street Fighter tournaments, but I don't believe she's had a chance to interact with you," Strider said.

This gained Chun Li's curiosity as well, "A Street Fighter? Wait Strider, who are you talking about?"

"Wait, is this that ninja girl you've been helping Guy train recently?" Spencer asked.

"Ibuki?" Chun Li asked. "She wants to do battle against Wolverine? All out?"

"Believe it or not, yes," Strider said. "She trains hard with Guy and myself to reach that goal."

"Wow, I'm sure Logan will be flattered to know that," Twilight said. "But anyway, we should get to why we're here."

"Yeah," Peter said, before focusing on the entire group. "The reason me and Twilight are here is because of something we just found out. We know that the villains who attacked our world a few years ago have escaped."

There was a brief silence in the room, most of the fighters having looks of discomfort. They hoped that Equestria, or at least the Marvel Heroes wouldn't find out about this just yet.

"Yeah, that was our slip up," Spencer admitted.

"Do you know how they escaped?" Peter asked.

"From the surveillance footage, as well as the explanations we got from the guards, a woman named Juri Han was responsible," Guile said.

"Juri is a member of a group called S.I.N., which is a partner organization to Shadoloo," Chun Li explained.

"Shadoloo's the group that Bison leads right?" Peter asked.

"Correct, my guess is that Bison had alerted them to the Equestrian Invasion and they were most likely going to come into your world. Obviously that didn't happen given Wesker's defeat, but it did show that he had a back up plan should something have gone wrong for him," Chun Li explained.

"After they escaped they somehow disappeared, no trace of them at all," Carlos added.

"So they could be anywhere?" Peter asked. "Is there a chance they could have escaped back into Equestria?"

"We're not sure," Zero said. "We don't know if Wesker even has access to that technology."

"Doom was the reason he was able to enter Equestria, that type of technology would be hard to come by," Cammy said.

"What about magic?" Peter asked. "Doctor Strange was capable of opening a portal with magic, and others have traveled with magic as well."

"Yes, can Vergil's magic create a portal?" Twilight asked.

Spencer rubbed his chin in thought, "Good question, though I don't know if Vergil's strong enough to create that type of magic, especially since he's the only one in Wesker's group that can do something like that."

"I believe you all had trouble opening the portals with just your own magic," Chun Li said. "And even if he could make a temporary portal, I do wonder if they would risk that, it would mean they can't leave Equestria."

"Unless they find an ally there," Peter said. "I mean they were in Tartarus, who knows what kind of allies they probably made there."

"They could still be in Equestria though," Twilight said. "Remember what Cap said, they never found Doom after the invasion ended, he could be helping them."

"Wait, Doom survived?" Spencer asked. "The way Dante made it sound he should have been dead."

"I don't blame him for thinking that," Strider said. "That attack seemed deadly."

"If Doom's alive, he might be on his way into our world," Zero said.

"At least we're not the only ones who screwed up then," Spencer joked. "The Avengers just had one guy to take care of, we had four."

"Mistakes happen, let's not pass blame," Peter said.

"Villains are not easy to catch, or at least keep detained," Zero said. "It's on us to make sure we stay at the top of our game at all times."

"Right, for now we'll continue to keep watch for any sign of trouble," Guile said. "We will protect everyone across the dimensions."

"And, everypony too," Chun Li added with a slight wink to Peter and Twilight.

"Huh, learning Equestria lingo, cool," Peter said.

"That confused me though," Zero admitted. "Why 'everypony'? What's the difference? Plus what if they're not ponies? You said you have a dragon in your world."

Twilight shrugged, "It's just how we say things, but you do bring up a point about the other creatures. Though we say stuff 'anyone' and 'everyone' as well, we just have some extra vocabulary."

"Huh, didn't expect a grammar lesson out of this meeting," Carlos said.

"Well, it's little things like that which help us understand the different universes and the lifestyles they bring," Chun Li said. "Nothing wrong with a little extra knowledge of some things."

"Knowledge is a great source of power, use it well my friends, for it shall carry you to glorious victory!" Peter said in a deep, heroic like voice. That just got him an odd stare from everyone in the room. "What?"

"What...was that?" Chun Li asked.

"I was trying to be motivational, like Captain America," Peter said.

"Well, it sucked," Spencer pointed out bluntly, getting murmurs of agreements among the others.

"Why is everyone from Capcom so mean to me?" Peter said, crossing his arms while making a pouty face.

"Aw, my poor Peter," Twilight said in an affectionate mock tone. "Don't worry, I'm still here for you."

"I guess that's ok," Peter said in fake sadness.

"Alright, take the mushiness back to your world, I think this meeting's done," Guile said.

"I'll escort them back, besides it's getting late," Chun Li said.

"Right, Mayday's probably wondering where we are," Peter said.

"Mayday? Who's that again?" Guile asked.

"My daughter, you probably saw her at the tournament," Peter said.

"Oh right, small little Pegasus, I remember her. Cute kid, I got a daughter myself, though she's much older now," Guile said.

"Your daughter acted strange when she saw me some time ago," Mega Man said.

Spencer chuckled a bit, "I remember that, easy to tell she gets her dorkiness from Spider-Man."

"Hey! Why is it me?" Peter said. "Maybe she gets it from Twilight!"

Twilight glared hard at Peter, causing him to flinch. "If by 'dorky' you mean 'overly passionate' then yes, I would agree she gets that from me."

"Mind your wife Spider-Man," Carlos teased.

Peter rolled his eyes and turned his attention back to Guile, "So you have a daughter of your own too? Not sure if I knew that."

"Yeah, my own little girl, though not so little any more," Guile said. "Man, it felt like is was just the other day I saw her taking her first steps."

"Mayday is growing up pretty fast as well," Peter said. "Getting worried that one day she won't need me anymore."

"Don't be silly, I don't think any child would stop needing their parent, I mean your aunt who's like your mother still lives with you, correct?" Chun Li asked.

"Yeah, I guess," Peter said.

"And I still love going to see my parents, you've been with me Peter, you see how excited I get," Twilight said.

"Besides your daughter idolizes you, for good reasons too," Spencer said. "You may annoy the hell out of us sometimes, but you're always a good man Parker. I'm sure if you have more kids they'll idolize you too."

"Me and Peter would like to try for another child soon, we're just waiting for the right moment," Twilight said, with a slight blush.

Chun Li stood up, "Well until that time, let me get you home."

"Gome home and be a family man Parker," Guile said.

As the good-byes were said and Chun Li escorted the couple back through the portal, Spencer spoke up again. "Peter's daughter is quite honestly one of the sweetest and brightest little girls I've been privileged to meet. Peter and Twilight do everything to protect their daughter be it from threats in the Marvel world or Equestria, and the last thing we need is something bad happening to her because our world failed to capture our own enemies. I don't think I could forgive myself if anything bad happened to Mayday because of our enemies, I know Ryu, Chris and Dante wouldn't be able to live with themselves if guys like Bison, Wesker or Vergil got to Mayday." Spencer clenched his fist hard, glaring hard into it as he continued speaking. "It's our duty to make sure kids like Mayday grow up to have a future, they shouldn't have to worry about our mistakes." He again focused on the fighters in the room. "So let's do our best to keep them safe, you're all with me right?"

"Damn right we are," Carlos said. "We got your back Spencer."

"Yeah, I have a daughter to protect as well," Guile said.

"No one should suffer so long as we can do something about it," Cammy said.

"I don't want to see Mayday get hurt either, even if she is a bit weird. I'm with you all the way through," Mega Man said.

"We'll protect all the worlds we can," Zero said.

"We will also recruit others to our cause," Strider said.

"Our world may not have The Avengers, but that's where we come in. We need to step up and become just as united as they are, it's time Capcom got their own Avengers," Spencer said.

"That sounds like a great idea, but then what are we going to call ourselves?" Carlos asked. "The Capcom Avengers?"

"How about, the Capcom Combo?" Mega Man asked. "Sounds pretty cool right?"

Spencer shrugged, "Eh, we'll think about it. Anyway let's start discussing some plans, and reaching out to find more allies."

The group was in total agreement, they would do their best to keep the multiverse safe, and do it their own way.

---

Meanwhile with Sonata, the ditzy Siren was staring into Discord's crystal ball, trying to figure it out. "Wish I knew how Discord worked this thing."

"The hell are you doing?" she heard from nearby. She turned to see Shocker making his way over.

"Hi Hermie, I'm just trying to figure out this crystal ball of Discord's," Sonata said, then moved it around some more, getting increasingly frustrated. "But I can't figure the stupid thing out."

"First, I told you not to call me 'Hermie', second why are you touching Discord's crystal ball?" Shocker asked.

"I want to see more of those Saiyajins," Sonata said.

"It's 'Saiyans', and why do you want to do that?" Shocker asked.

"Because I'm curious, Discord keeps mentioning them, and I want to see how strong they are," Sonata said.

"Just be careful, I don't want you accidentally summoning them over here, not in the mood to fight a couple of freakishly strong guys," Shocker said.

"Relax, it'll be fine," Sonata said, going back to figuring out the crystal ball.

Shocker shrugged it off, "Fine, have at you." He started to trot away, leaving Sonata to the crystal ball.

“Wonder if there really are only two left?” Sonata wondered as she continued to mess with the ball.

---

The train stopped at Ponyville late in the evening, getting off were Peter and Twilight, the couple eager to make their way home and get some rest. Between Peter having fought off some villains and spending hours talking to Capcom, he was understandably tired, and Twilight herself just wanted to lay down and relax for a change.

"Busy day, and we still need to go back tomorrow," Peter said.

"Well talking with Chun Li and her friends did have some enlightening information, plus it's nice to meet with some of the others, usually when it comes to Capcom we mostly interact with the same five fighters it seems," Twilight said.

"I've met most of them already so it's nothing new to me," Peter said. "I still think Guile has a goofy looking hairstyle."

"Peter..." Twilight said, almost ready to lecture.

"Sorry, but I just find it kinda weird," Peter said.

"Well I like Guile, he seems like a really nice guy," Twilight said. "Anyway we should talk to the others soon about what Chun Li's told us."

"Yeah, maybe tomorrow," Peter said. He faced the train behind him, "Also, how long are you staying Sunset?"

Sunset Shimmer made her way off the train, the mare having joined the two on the ride to Ponyville. "I just have to get a message to Logan and his family, not sure what it's about but it's something Celestia asked me to do."

"When you're done, why not come over and stay at our home for the night?" Twilight suggested.

"Yeah, no need for you to go all the way back so soon," Peter said.

"I appreciate the offer, but I don't want to intrude," Sunset said.

"It won't be any trouble, maybe we can talk more about the portal progress," Twilight said. "I mean we did consider what else could be there for us to access."

"Well, maybe," Sunset said. "I'm very satisfied with Capcom, but I do like exploring these possibilities."

"Even if it's not for your inter-dimensional studies, you can still just spend time with out family, I'm sure Mayday will be happy to see you there, and Trixie seems to like your company as well," Peter said.

"Something tells me you're not gonna let up," Sunset said. "Fine, I'll stay, only because I like your company as well."

"Great, me and Twilight are going back home now, you go tell Logan what you need to tell him," Peter said.

"We'll see you when you're done," Twilight said.

Sunset nodded and trotted towards the direction of Fluttershy's cottage.

"What do you suppose she wants with Logan though?" Peter wondered.

"She said it's a message from Princess Celestia, though I wonder why she didn't give Logan the message when The Captain came over?" Twilight wondered.

"Maybe Cap forgot something?" Peter suggested. "Or Celestia thought of something just now, who knows?"
"I can ask Sunset later," Twilight said.

"If she's able to talk about it," Peter added.

"I hope she would, I don't think Celestia would keep secrets, at least from me," Twilight said.

"Probably not about keeping secrets, just keeping it between whoever's relevant, we don't wanna butt in to where we're not needed," Peter said.

"Guess not, though in the end we're all trying to do the same thing, figure out who our enemies are," Twilight said.

"We'll figure out the rest tomorrow, right now I just wanna go home and relax a bit," Peter said.

"I just wanna check on Spike, make sure he's calmed down enough from his worries, he doesn't need that going into his training with Princess Ember," Twilight said.

"Yeah, he was pretty worn out when he came home, can't imagine what type of training they're putting him through," Peter said. "At least he'll become much stronger out of it."

"I'd like to see this training for myself honestly, just to observe what they're doing," Twilight said.

"Is it to check on Spike or just to study up on the dragons?" Peter asked.

"A little of both," Twilight admitted. "But mainly to check on Spike, that's my main worry."

"Maybe I'll go by myself, seeing dragons train sounds really cool, and I think I should support my little brother," Peter said.

"I like that idea, I'll run it by Spike, just to make sure he's ok with this," Twilight said. "Hopefully he doesn't think I'm trying to baby him."

"Just play it cool and he'll be ok with it," Peter said. "Let's get home now, my head needs time to relax. A lot of what Chun Li said just went right over me."

"Don't worry, I took a lot of notes," Twilight said, using her magic to hold out a pen and paper.

"Always prepared, that's why I love you," Peter said, getting a kiss from Twilight.

"Love you too Peter, now let's hurry," Twilight said and rushed to their home, with Peter quickly following.

---

At Fluttershy's cottage, Sunset had explained what Celestia wanted to Logan, and he did not look happy.

"What do you mean we shouldn't tell Parker?" Logan said, glaring hard at the unfortunate Unicorn.

"Princess Celestia's orders," Sunset said. "I know it sounds strange but it's what she wanted."

"You mean to tell me that she knows about whoever's in that place, some of Peter's worst enemies, and she wants to keep that a secret!?" Logan shouted.

"If Peter finds out he'll just start getting worried about what could happen to Twilight and it might affect his judgement," Sunset said. "Princess Celestia has a good watch over that place, for now let's-"

"A good watch!?" Logan shouted. "Did she forget what happened two years ago with Wesker having gone there and bringing back a freaken army with him!?"

"We stopped them, didn't we?" Sunset said. "Look, whatever Goblin's planning, it won't happen. He's essentially powerless, as is everyone Celestia places there."

"I'm not ok with this Red, you need to give me a damn better explanation than what Celestia gave you!" Logan shouted.

"Just the fact that it's from Princess Celestia should be enough!" Sunset argued.

"I ain't one to blindly follow orders, just because Celestia's in charge doesn't mean every decision she makes is the right one," Logan said.

"I know how you feel Logan," Sunset said. "I questioned her myself on occasion, but I'm pleading, not as one of Celestia's subjects, but as a friend, just go along with this. You know none of us would do anything to hurt Peter."

Logan looked aside, "I don't doubt yer loyalty, I know you just wanna look out fer him." Logan sighed, "If enough time passes by and this works out, then I'll take Celestia's word. But, if I get just the tiniest feeling that Peter or his family could be in danger, I'm gonna go there and take every one of them bastards out by myself."

Logan showed off his claws just to emphasize his point, to which Sunset nodded. "I know you would Logan, fair enough. Thanks for hearing me out."

"No problem," Logan said, then put his claws away. "Make sure Cap and Celestia keep a really sharp eye out, somehow I feel like some real bad stuff is gonna happen, especially if those guys find a way to come back."

"With The Avengers, The Wonderbolts, and even the warriors from Capcom watching out, I think we'll all be just fine," Sunset said.

"Guess so," Logan said.

Sunset made her way out of the home, "Well I've stayed long enough, gotta get to Twilight's house."

As Sunset left, Fluttershy made her way to Logan, sensing her husband's surpressed anger. "Not really a good day for us is it?"

"One day, that's all it took fer me to start questioning Celestia and her rule," Logan said.

"Celestia means well, this is just new to her. Almighty as she is, even she must be confused about these worlds," Fluttershy said. "Can you blame her? After everything that Goblin and Wesker have done?"

"I get she's worried, but she's gonna have to do a damn better job than this," Logan said.

"She will, give her time," Fluttershy said, rubbing Logan's face tenderly. "If anything, maybe try to help her understand certain things."

"Help her huh?" Logan wondered out loud.

"You can help her like you've helped your friends in the X-Men," Fluttershy said. "Remy did tell me that you help Cyclops become a good leader, and you were close with Professor X and helping him when you could."

"This might be a tad bit higher seeing that she's a Princess, but I'll see what I can do fer her," Logan said.

"As long as you try, that's all I ask for," Fluttershy said, then gave Logan a nice kiss. "Come on, we should get to bed. Laura and Lightning are already asleep themselves."

"Right, lead the way darling," Logan said, following his wife to their bed.

---

Later at the Parker-Sparkle home, Peter had just tucked Mayday in bed, and made his way to his room where Twilight and Sunset were discussing various things.

"Good to know that Chun Li is aware of all this, and that she's willing to help if needed," Sunset said. "But it does worry me that Wesker and his allies got away and might be waiting around for their chance at revenge."

"What also worries me is that Wesker isn't just power, he has a good amount of intelligence, being able to show up with an army, knowing where to hide, knowing when to retreat if he thinks he's gonna lose, and he's got strong allies as well," Twilight said.

"But where would he go?" Sunset asked. "Surely Capcom's been looking for him for all this time haven't they?"

"From what Chun Li told me, Wesker was able to hide for many years at one point, he's got another organization helping him out," Twilight said. "Plus he might have allies. I did hear about Doctor Doom probably returning as well."

"Doom huh?" Sunset said. "He mostly stayed over on the Marvel side during the big battle if I remember."

"Johnny has told me many times that Doctor Doom is just as sneaky and manipulative, if he and Wesker are working together again, this could be trouble. Somehow I don't think they'll make the same mistake twice," Twilight said.

"Maybe they just need a tracking device," Peter interjected. "One thing they have in common is that once we lose sight of them, they're not seen again until they make their mark."

"Peter, you don't have any other enemies who hate you enough to do this right?" Sunset asked.

"The only ones left that have this type of technology are Goblin and Doc Ock, and they're both dead, at least I think they are," Peter said. "If they're like Doom then not even them dying could keep them down, even Wesker came back from it as well."

Sunset looked a bit worried, knowing that Goblin was in fact alive, but she knew he couldn't be behind any of this, it was impossible. "So that's all you know?"

"Most of my other enemies are low level, like the guys you saw today. They're the type who might have come here because of somepony else," Peter said. "We're just gonna have to check around, tomorrow I suggest that all three worlds do a sweep, because chances are even this world might have someone with that capability."

"Like maybe Discord," Twilight said. "Or even Chrysalis for all we know."

"Speaking of Chrysalis, how long before this so-called invasion?" Sunset asked.

"A few months," Peter said. "I'm more than ready for that though, so don't worry," Peter said.

"Um, suppose something goes wrong though, I mean you know how bad Changelings are," Sunset said.

"I really don't think they're that bad, feeding off of love is instinct to them, they're just trying to survive. Not to say I condone the bad things they've done, but I think they deserve a chance at least, I'm sure Chrysalis can be reasonable," Peter said.

"You really think so?" Sunset asked. "She's an enemy of Equestria after all."

"Everypony deserves a chance, it worked for you and Trixie after all," Peter said. "Granted Trixie never did anything as outrageous as you and Chrysalis did...uh no offense, though I'm sure most of your bad deeds were due to Goblin's control."

"No, I knew what I was doing, but you giving me a chance did help, so maybe it can help Chrysalis," Sunset turned to Twilight. "Do you agree?"

Twilight shrugged, "If I'm being honest, then no, not really."

"Huh?" Peter said. "Come on Twilight, you are the Princess of Friendship, you've learned to forgive as well haven't you? You've forgiven Luna for what she did as Nightmare Moon, then later when she was controlled by the symbiote."

"Luna wasn't acting at her own free will, as you just said she was being controlled. If anything I more hated the Nightmare and the Symbiote, but I never faulted Luna," Twilight said. "Chrysalis though, she captured Cadance and left her in an underground cave, then tried to marry my brother to use him for a source of love energy, then tried to take over Canterlot."

"That's right, how would Shining Armor and Cadance feel about this?" Sunset asked.

"I'll explain it to them, I know it won't be easy, but in the end it's to keep them safe as well," Peter said.

"I still don't even get why you're so adamant about it sometimes, haven't you forgotten what you went through in that future world?" Twilight asked.

"I'll never forget what happened, it's the main reason why I wanna have peace, I don't want Equestria to fall into ruins, I don't want unnecessary fighting," Peter said. "I don't expect this to be easy, even I'm not that foolish, but I know I can make this work. If it doesn't then I'll be ready to fight, but I wanna try this out. If all goes well, we can have new allies to Equestria, and best of all, new friends."

Sunset turned her attention to Twilight, "You really taught him well about Friendship at least."

"I feel like it's mostly his sense of justice," Twilight said.

"It's a bit of both," Peter said. "My need to protect and your influence in what friendship is about helps my feelings into all this."

Twilight furrowed her brow, thinking over what Peter has said. While it makes sense, she can't shake off the feeling that anything could go wrong. She can't stop remembering the images in the crystal ball, nor can she forget how close Chrysalis was to winning during her brother's wedding. Peter is a good pony, he's kind and caring, also very forgiving and always willing to help, even those who have opposed him.

"I wish I can say I understand this Peter, but-" Twilight was shushed somewhat by her husband.

"It's perfectly understandable if you have doubts, if you need time to think about this, then take it. I know you Twilight, I'm very confident you'll come to understand this, even a little bit."

Twilight blushed a little, nodding at Peter's words. "You're so sweet."

"That's why you love me," Peter said with a goofy grin.

"That and many other reasons," Twilight said. "Anyway it's getting late and I'm very much exhausted." She turned to Sunset, "First we gotta get you settled in."

"I'm fine sleeping anywhere," Sunset said. "I've even fallen alseep on a table full of books."

"Sounds like you study way too much, you need to relax your mind or something," Peter said.

"I study because I enjoy it, so it's no big deal," Sunset said.

"Still, let's find you a good place to sleep," Peter said, he and Twilight then leading Sunset to a proper bed.

---

A week had passed by, everything returning to normal. Ponyville was properly fixed up and the six villains had been sent back to the Marvel world, with S.H.I.E.L.D. taking them in.

However, despite all that, most of the ponies were getting worried, as this was the second time something like this happened within a few weeks. They're already worried about when the next villains would show up. Peter did take time to address the ponies, promising them that he'll keep each of them safe along with his allies.

A majority of the ponies trusted Peter, acknowledging how quick he and his allies were to stopping the villains. They always knew they could depend on Peter, but with his friends with him he seemed to do the job much quicker and with less ponies getting hurt. In the end the only damage was a few destroyed walls, nothing more.

While that was settled, The Avengers and Wonderbolts continued their search for the ones responsible. Extra guards had been placed about, knowing a portal can be placed anywhere.

One day though, a strange portal appeared within Canterlot, specifically the castle. A mysterious pony had appeared before the guards, getting their attention.

"Excuse me for intruding, but is this Princess Celestia's castle?" the pony asked.

From what the guards could see, the pony was quite elderly, yet something odd remained about him. "Why yes, this is?"
"Are you new to here?" the other pony asked.

"In a way, see I've never been to these parts before," the pony said.

"Never been to Canterlot huh? Where did you come from?" the pony asked.

"Very far away, I was hoping I could speak to the Princess about an urgent matter," the pony said.

"Sorry, but we can't just let anypony go to Princess Celestia, besides she is very busy," a guard said.

"I must insist, like I said, it is an urgent matter," the pony said, somewhat glaring at the two.

The guards felt a little uneasy, despite his elderly appearance, this pony almost looked intimidating. They couldn't chance the fact that this pony may not even be a pony at all.

"Even if it's urgent, we can't allow that, now I suggest-" Suddenly the pony extended his foreleg and the guard was lifted into the air, surprising the other, who readied his spear.

"Stop that at-" suddenly his spear was grabbed and aimed at the guard with the other hoof.

"If you value your existence, stay out of my way!" the pony said and slammed the two guards against each other, then proceeded towards the castle.

Other guards noticed and sounded an alert, "We have an enemy incoming, stop him!"

Many guards came with spears all aimed at the pony. At the command, they all tossed them but each of them were stopped in an instant.

"How strong is his magic!?" a guard said.

"Quick, someone cast a spell to remove his magic!" another guard said.

A sorcerer guard did as commanded and cast a spell to the pony, what surprised him is that none of the weapons dropped.

"You think this is magic?" the pony asked, with a slight grin. "You poor foolish creatures." He then created a big shockwave that knocked all the guards back, knocking them all unconscious. "If this is the royal guard, then I wonder how the Princess has managed to avoid harm for this long?"

"Because I can fight for myself!" he heard, then dodged a magic blast.

The pony looked up with a warm smile, "You must be Celestia."

Indeed Celestia was making her way over, with Cap and Sunset not too far behind. "Who are you!? Why have you attacked my guards!?"

"I assure you I meant no harm, I merely acted in defense," the pony said.

"They wouldn't attack unless you gave them a reason to," Celestia said.

"I merely asked to see you, it was an urgent matter," the pony said, then noticed Cap nearby. "Are you Captain America?"

"You know me?" Cap asked. "Wait, something is familiar about you."

"I should hope you recognize me, but if you need a reminder," the pony held his hoof out and Cap's shield quickly flew to his hoof, like a magnet. "Amazing how metal just comes to me at my whim, like a magnet."

"Magnet?" Cap asked, then his eyes widened in worry. "Wait...Magneto!?"

"Huh?" Celestia asked, then turned back to the pony, who simply nodded his head.

"Now that we have that out of the way, let's have a nice conversation," Magneto said, giving an uncomfortable grin to the ponies.

Meeting with The Brotherhood

Cap couldn't believe what he was seeing, a sworn enemy of the X-Men, the one who leads the Brotherhood of Mutants, the Master of Magnetism, Magneto.

"What are you doing in this world!?" Cap asked.

"Who is he anyway?" Sunset asked.

"He is Magneto, leader of the Brotherhood of Mutants, they're enemies of the X-Men," Cap said.

"What!?" Sunset asked, turning to Magneto. "Wait, I think I might have heard of you during my time in The Marvel World."

"You've been to our world have you?" Magneto asked. "Yes, I think I might know you. I seem to remember you causing some trouble on the S.H.I.E.L.D. Helicarrier with all of Green Goblin's goons."

"You still haven't answered my question, why are you in this world!?" Cap asked again.

"And why have you attacked my guards?" Celestia asked

"That was for my defense," Magneto said. "As for your question good Captain, I came to this world for a second chance."

"Second chance?" Cap asked. "What are you getting at?"

"Captain, I'm sure you're well aware of how poorly mutants seem to get along with humans in our world, I have gone through that, as have my children and many others I know. Try as we might, we just can't seem to coexist together, quite a shame. Even beloved heroes such as yourself and Spider-Man have had trouble, despite your status many consider you freaks. Humans know our power and know what we can do, that's why they shun us," Magneto gave a warmer smile to the group. "But then I heard of this world, that it is a world full of harmony and friendship, I figured if mutants had any hope for a chance at happiness, it would be in this world, ponies seem far less judgmental than humans, I hear they loved Spider-Man almost immediately when he first came here."

"Not all of them," Cap said. "There have been a few criticisms unfortunately."

"A few is better than many, there's always gonna be opposition Captain, but what matters is which place has more," Magneto said. "I came to this world hoping for a second chance, not for myself only, but for many mutants. Wolverine lives here does he not? I'm sure he's enjoying himself here."

"Yes, he got married not too long ago," Cap said. "Along with Gambit and Iceman."

"Perfect examples of mutants finding happiness in this world," Magneto said. "I'm sure they were lovely weddings, it pains me that I wasn't there to see the lucky ladies. Especially the one who captured Wolverine's heart, I almost wasn't sure if he had one to give. That's the magic of this world."

"Give him a little credit," Cap said. "Logan's a great man, and he found a lovely mare who could see that as well."

"Yes, in this world he had that opportunity," Magneto said. "Once again, that's the magic."

Celestia stepped forward, "You wish to live here it seems. Normally I wouldn't have a problem, but even aside from the fact that you attacked my guards, Cap seems highly suspicious of you. He had said you were an enemy of Logan and the X-Men."

"I admit, I may have made a few bad decisions in the past, though I firmly believe they were necessary for the survival of myself and my Brotherhood," Magneto said. "I don't know what I could do to earn your trust and live peacefully among you, but rest assure I will follow what you say."

Celestia turned to Cap, "What do you think Steve?"

Cap furrowed his brow, while he didn't trust Magneto, he didn't wanna turn him away without at least some chance. Celestia has always talked about second chances, how some ponies have benefited from that. He knows about how Peter helped Trixie, he sees how much Lightning Dust has changed since Wesker's invasion, he knows about Luna and Nightmare Moon, even the mare beside them, Sunset Shimmer has gotten a second chance after helping Goblin nearly take over the multiverse. Peter even wants to help Chrysalis change, if Peter believes a mare that was capable of a future like the one Peter's been through can change, then why not Magneto. He has been an ally on occasion to the X-Men, he knows Magneto has principles of his own, with his own brand of justice. He even knows that Magneto genuinely cares for mutants, maybe being in Equestria can help change him.

"I think we should at least ask Logan's input, but I say Magneto deserves a chance to prove himself," Cap said.

Magneto nodded in gratitude, "Thank you Captain, you truly are a noble man, er, in this situation, noble stallion."

"That reminds me, is your brotherhood aware that being in this world is gonna turn them into ponies?" Cap asked.

"Yes, we've heard about that. Doom did try asking my help during the time he worked with Wesker to take over this world, and he told me a little about this place," Magneto said.

"Alright, anyway I'll go contact Logan then," Cap said. "In fact I think all the Elements along with their husbands should come."

"Marvelous idea," Magneto said. "I'll even bring members of my Brotherhood, maybe if we find peace, we can work to help more mutants, just like our dear Professor Xavier."

"Just keep that promise," Cap warned. "I am always for helping those who truly need it, so long as nothing is done that will endanger the ponies of this world."

"Fair enough, rest assure that I harbor no desire to endanger the ponies of this world," Magneto said.

"Bring your brotherhood, we'll bring our allies," Cap said.

"As you wish," Magneto said, turning away. "Oh, and Princess, I deeply apologize for hurting your guards, I know they were just doing their jobs, but I was just desperate to speak with you."

"Just don't let that happen again," Celestia warned.

"Of course," Magneto said and flew off, leaving the others concerned and confused.

"I'm not so sure about this," Sunset said. "That guy kinda creeps me out."

Cap nodded in agreement. "I'm not completely sure myself, but it wouldn't be very hero like of me to turn it down, we should at least hear him out. Besides, Magneto isn't all bad, he has good intentions at times, he's just not very good at going about them."

"So, he's more misguided than evil," Celestia said. "Is that accurate?"

"Pretty much. I heard he and Professor X used to get along once, I believe they were good friends. Their different perspectives on mutants is what led their friendship to fall apart," Cap said.

"That's terrible," Sunset said. "Maybe this could be a new Friendship Lesson, if we help Magneto and this Professor X guy rekindle their friendship, then the X-Men would have less enemies!"

"It's certainly worth a try, let's send the message out to Twilight so she can get the others to the castle," Cap said, going back to the castle with Sunset.

Celestia still looked unsure, but if there's a Friendship problem to be solved, Twilight is the best pony for that. She has to trust her pupil to keep Equestria safe.

As the three went back to the castle, Magneto went to the outskirts of Canterlot, going over ideas on what to do once his Brotherhood of Mutants came to Equestria. During his thought pattern, he heard a voice recently familiar to him. "Enjoying yours stay so far Magnet Man?"

Magneto groaned at that, "Your jokes are pitiful Discord."

Just then, Discord materialized in front of Magneto. "Oh lighten up, it's all in good fun."

"Why I agreed to let you help me is beyond my understanding, perhaps my age is catching up to my judgement," Magneto said.

"If you'd like, I can probably help with your age, I might know a reversal spell...though if it goes wrong, you might end up with eight legs," Discord said.

"I'm fine thank you," Magneto said, quickly dismissing the idea. "Anyway what brings you here?"

"Well I figured that if you wanted to stay, you would need my help bringing over your Brotherhood, that is if Princess Celestia was alright with you being here."

"She doesn't trust me it seems, just as you predicted," Magneto said.

"Yes, you'll have to forgive her, she's really cautious and tends to freak out when things change," Discord said.

"It looks like she's even befriended Captain America, I suppose it's nice to know that one of our world's greatest heroes has found such an amazing home in this world," Magneto said.

"I'm sure it will happen with you, I mean you're mainly doing this for your son and daughter correct?" Discord said.
"In a way, yes," Magneto said. "I think Wanda and Pietro could use a place to start over, I've heard that they did have a brief encounter with Spider-Man and his Equestrian friends a few years ago when Doom and Wesker were attempting to take over the multiverse."

"Well if Sunset Shimmer can make friends despite her allegiance to The Green Goblin, I don't see why it would be any harder for your children. I'm sure this will be great for them," Discord said.

"I must admit, I myself don't fully trust these other ponies either, but if they do prove to be reasonable, then this will all be worth it," Magneto said.

"And if they're not?" Discord said.

"Then they too shall feel the wrath of those they've rejected," Magneto said, clenching his hoof. "Perhaps then all non-mutants should be dealt with."

"I don't know why you all can't get along, mutant or non-mutant, you're still one in the same in the end, to higher powers like myself, you're all mortal beings," Discord said.

"Don't lump us in the same class, if anything mutants are another step to Godhood, unlike Wesker and Goblin, I can be an actual God. But unlike those two, I still give the ponies a chance to prove they deserve to exist alongside me and my mutants," Magneto said.

"I look forward to seeing how this plays out," Discord said, then vanished from the area.

"I'm sure you would," Magneto said and walked off again.

---

Later on, the Elements and Heroes arrived back at the castle, with Bobby complaining a bit.

"Weren't we just here last week?" Bobby asked.

"What's the big deal if we were or not?" Logan asked.

"I don't like coming to Canterlot, way too many stuck up ponies," Bobby said. "Plus a good load of them keep eyeing my wife." Bobby angrily turned to a couple of stallions. "She's married!"

The stallions huffed and trotted away, leaving Rarity feeling a bit embarrassed. "I wish you wouldn't worry so much Bobby, you know I love only you."

"I know, but it's still annoying when other ponies glance at you," Bobby said.

"Shouldn't you feel flattered then? You got a mare nopony else can get," Rarity said.

Bobby suddenly started feeling positive, which quickly turned into arrogance. "That's right, I got the most attractive mare in all of Equestria as my wife."

Rarity blushed and giggled, "I appreciate that, but I don't think I'm the most attractive."

"Can't think of any other mare," Bobby said.

Almost on instinct, each of the other heroes grabbed their wives in a side hug, muttering the same phrase. "I can."

"Always lovey-dovey, aren't you," they all heard. They turned and were surprised to see Cyclops standing there.

"Scott? What are you doing in Equestria?" Logan asked.

"I was asked by Princess Celestia to come here," Cyclops explained. "She didn't give me a reason why though, she just said it was urgent and wanted my opinion on something."

"That's a bit odd, wait have you and the Princess becoming friends and she never told us?" Peter asked.

"Actually this is the first time I've formally spoken to her, in fact I don't think she's ever really contacted the X-Men, so I'm just as curious as to why the Princess of Equestria wanted to speak to me," Cyclops said.

"This already sounding bad," Bobby lamented.

"How? Maybe it's a good thing," Remy said. "It means she's warming up to our world and is willing to let more of what we have to offer come through."

"What could Cyclops have to do with that though?" Bobby asked.

"Maybe it involves helping our fellow mutants?" Remy stated.

"Yeah, maybe Professor X wants to expand his school here," Peter said.

That got Twilight's eyes sparkling, "A school!? That's so exciting, I wonder if I could be a teacher there? I mean I know I'm not a mutant but I'd still like to help any way I can!"

"Easy Twi, it's just an idea, we don't know if that's it," Peter said.

"But if it is, I'll send a good word for you Twilight," Cyclops said. "Not all the X-Men members are mutants, we made Chun-Li a member, and she's not even from our world."

"Let's not keep Celestia waiting then! Let's go!" Twilight said, eagerly trotting to the castle.

Cyclops looked a little surprised at Twilight's suddenly cheery attitude, then turned to Peter. "She must like the idea of teaching."

"Well she likes to tutor foals whenever she can, we even homeschool our daughter," Peter said.

"Why not turn your home into a type of school then?" Cyclops suggested.

"I wouldn't mind opening up my own school someday," Twilight said.

"Yeah, this way you can let your daughter meet other kids so that she doesn't end up anti-social," Bobby said.

Peter glared at the icy hero, "Worry about your own family Drake." Peter then trotted inside, causing a bit of an awkward silence.

"Bobby," Rarity said. "I've asked you to be nicer when talking about Mayday."

"I'm just letting Peter know about his daughter, suppose she grows up and doesn't know how to make friends, that would be really embarrassing that the daughter of the Princess of Friendship can't even make friends." Bobby did not seem to notice or care how irritated Peter and Twilight were becoming.

"It's great that you care dear, but you really shouldn't be that blunt about it," Rarity said.

"Your wife's correct Bobby," Cyclops said. "I understand your point though, but in the end it's Spider-Man's decision, and I'm sure he just wants his daughter to have a good education."

"Fine, but if she ends up with a personality like Logan then don't say I didn't warn anyone," Bobby said.

"The hell is that supposed to mean?" Logan asked, looking a bit annoyed.

"Focus y'all," Applejack said. "Princess Celestia's waiting fer us, let's keep moving."

The ponies agreed and continued en route to the castle, though Peter was still feeling pretty annoyed by Bobby's words.

"What's with these guys lately telling me how to raise my own daughter?" the spider hero muttered. "Been happening every other day now."

"Don't worry about it, you're doing a great job so far," Twilight reassured, easing Peter slightly as they entered the castle.
Inside Celestia was seen pacing around a bit, looking really worried and unsure about everything. Nearby Cap, Sunset and Luna all looked a bit concerned for the Sun Princess.

"She's really nervous about this," Sunset said.

"I don't blame her, she's bringing an enemy of the X-Men here, if anything goes wrong, we could be in for quite a fight," Luna said.

"Exactly, we gotta be ready just in case Magneto decides to attack, he's a very powerful mutant that can probably destroy this castle in a matter of seconds," Cap said.

Sunset looked a little freaked out, "Um, isn't that a bit of an exaggeration? I mean he just has magnet powers right?" Sunset asked.

"He has a lot of abilities with his Magnetism," Cap said, holding on to his shield. "We need to be absolutely careful."

"Careful about what?" they heard. Cap turned to see Logan and everyone else arriving. "What's going on?"

"Good, you're all here," Celestia said, though still didn't look any less worried.

"What's going on? Why did you need us?" Logan asked, then gestured to Cyclops. "And why is Scott here?"

"I have something to discuss, and I need the point of view of this stallion...er this man I should say," Celestia said.

"Either one is fine, I know I'm technically a stallion in this world," Cyclops said.

"What do you need his point of view though?" Peter asked. "I know Cyclops is a leader but why him specifically?"

"It involves an old...acquaintance of his," Celestia said. "Or rather the entire X-Men."

"An acquaintance?" Cyclops asked, then turned to Cap. "Do you know who she's talking about?"

"Yes, and chances are, you won't be very excited for who it is, but just give it a chance," Cap said.

Logan snarled a bit, then glared at Celestia. "What does that mean?"

"It means, an old friend has returned," they heard. The voice was way too familiar to the X-Men heroes present, and somewhat familiar to the other heroes.

"Oh no..." Bobby said. "Please tell me it's not who I think it is and it's just someone who happens to sound like one of our strongest and most dangerous enemies."

"Easy your worries young Robert," they heard the same voice say, then saw Magneto approach them with an almost sinister smile. "I mean no harm."

Logan squinted his eyes a bit, "Eric?"

"Good to see you Logan, it's been quite some time," Magneto said. He turned his attention to Cyclops. "Ah, Scott Summers, tell me how the good Professor is doing? I haven't seen him in ages."

"Magneto!? What are you doing in this world?" Cyclops asked.

"That doesn't quite answer my question, but I'll be a bit more polite and answer yours," Magneto said. "I have come to live here, with my Brotherhood."

"Live here?" Cyclops asked.

"With yer Brotherhood?" Logan added.

Magneto turned to face behind his shoulder, "Please make yourselves known."

Before long, five ponies had walked up and stood by Magneto. One stallion with brown hair and a black suit, one stallion with fiery blond hair, using his Unicorn horn to rotate fire around, one mare blowing a bubble with some gum, one stallion who looked amphibious, one stallion with silver hair and one mare wearing a pink suit.

"Sup X-Chumps," the pony in the black suit said.

Logan turned to Celestia, "Why are they here!?"

"Logan lower your voice!" Cap shouted. "If you're angry at anyone, be angry at me, I told her to consider it."

"Did you forget all the trouble they caused our world!" Logan shouted. "Magneto is one of the most dangerous villains in our world, he's right up there with Doom and Ultron!"

"I realize that, but unlike Doom and Ultron, Magneto has always been reasonable from what I've seen, even Professor Xavier believes so," Cap said.

"Wasn't it last week we were wondering how some of these villains got into our world and now you're willingly inviting another? I know Eric has been reasonable, but it was mostly for his benefit!" Logan shouted.

"My benefit?" Magneto asked. "Everything I've done was to help our fellow mutants. Our world treats them so terribly after all, someone had to step in and help them."

"So yer answer is to treat the non-mutants so much more terrible!?" Logan shouted. "Good humans who have done nothing wrong!"

"Even if you believed the treatment of mutants was wrong, what you did was no better," Cyclops said.

"I realize I may have gone overboard, but that's why I'm here. I want a second chance to do the right thing. For now I want to find a place my Brotherhood can live in peace, to my knowledge, the ponies of this world are much more harmonious than the humans of ours, if anyone could be accepting, it's them," Magneto said.

"Yes, the best ponies to help with that would be Twilight Sparkle and her friends," Cap said.

"And which one was Twilight Sparkle again?" Magneto asked.

Twilight stepped forward, "That would be me."

Before Magneto could say anything, the mare wearing pink spoke up. "Ugh, it's you! The one who was pretending to be me!"

Twilight squinted her eyes a moment at the mare, "Wait I think I remember seeing you once. Weren't you teaming with Doom and Wesker? You attacked me when we went to your world!"

"So it's true Wanda?" Magneto asked.

The mare, Wanda, nodded her head, "Yeah, but you should have seen her, dressing up like me and calling herself 'Amethyst Witch', knowing Spider-Man, he probably set his wife up to make that stupid joke!"

"Um, I had nothing to do with her suit or name," Peter said. "Doctor Strange made the suit for her and she picked out the name."

"What's the big deal anyway sis?" the silver hair pony asked. "It's just a name. Plus with the whole magic thing you both have, using the term 'witch' doesn't seem that unusual."

"She looked like me too Pietro," Wanda said. "It's not just the name, it's the appearance, I felt disrespected."

"Wanda," Magneto said. "I thought you were better than that."

"Leave it to Wanda to make a big deal out of nothing," the fire hair pony said.

"Shut it Pyro," Wanda said. "Though I guess I'd rather be parodied than be the parody, you're just a pitiful version of The Human Torch."

"Speaking of whom," Pietro said, then pointed to Johnny. "Isn't that him right there?"

"Yeah, I remember the both of you caused Twilight and her brother some trouble during that big battle in New York City," Johnny said.

"Which brings back an earlier point, the fact that they would world with someone like Doom or Wesker," Logan said.
"I did not condone them doing so, especially with someone like Wesker," Magneto said. "That man thinks he's a God, plus the idea that he believes he could create mutants with those pitiful viruses. Those aren't mutants, they're simply monsters."

"Like you said dad, mutants are born, not created," Pietro said.

"Little surprised you remembered something I said, considering your occasional rebellious streak," Magneto said.
"So I like to think for myself from time to time, be happy I can agree with you once in a while," Pietro said.

Magneto shook his head in annoyance, then turned back to the group, "Anyway, I do hope you can forgive my children, they meant no real harm."

"Also, for the record, I'm nothing like the Human Torch, nothing at all," Pyro said.

"Yeah, you're lamer," Johnny said, flashing a cocky grin.

"Dude you wanna go right now?" Pyro asked, pulling out some fire. In an instant, Sunset had grabbed him in a spell, lifting him into the air. "H-hey! What's going on!?"

"You'd be wise not to do that again," Sunset warned.

Pyro groaned, "Alright then, just put me down, sheesh!"

Sunset hesitantly started lowering Pyro, releasing her spell, then turned to Magneto. "Is that gonna be a problem?"

"I will teach Pyro to manage his anger, though perhaps it would help of the heroes were a tad bit friendlier," Magneto said.

"Pardon us for being a little on edge here," Johnny said. "Like I said, you've caused quite a bit of trouble."

"How can we be sure you're being genuine in wanting to reform?" Bobby asked.

"Could be a trap for all we know," Remy said.

"Is there anything we can do to earn your trust?" Magneto asked.

Celestia rubbed her chin, trying to think of a good way to resolve this. "Perhaps...Twilight, you and your friends can teach the values of friendship to each of Magneto's Brotherhood."

"You want me to teach them about Friendship?" Twilight asked, looking to the group. "I guess that could work, I can come up with Friendship Lessons for them."

"Friendship Lessons?" Pyro asked. "That girl can't be serious."

"That's the deal, accept it or you get no chance at living here," Cap said.

"I think it's a wonderful idea," Magneto said. "This would most certainly help us settle in."

"I should hope so," Cap said. "Remember this is a huge favor we're doing for you."

"And we greatly appreciate it," Magneto insisted. "Now then, how shall we proceed with these, 'Friendship Lessons' as you call them?"

"Simple, each of my friends will teach them the basic values of Friendship," Twilight explained. "Rainbow Dash here will teach Loyalty, Fluttershy will teach Kindness, Applejack will teach Honesty, Rarity will teach Generosity, Pinkie Pie will teach Laughter and I will teach Magic." Twilight took note of who in the group were Unicorns, "Though the last one will be a tad bit difficult since not all of them are Unicorns."

"Splendid idea," Magneto said. "I'm sure they will each benefit from your lessons, and to save time, I propose one member per teacher, since there are six of my followers and six of your friends."

"Would we be housing them too?" Fluttershy asked.

Despite the brief look of concern in the eyes of the heroes, especially the X-Men, Magneto was quick to reassure their worries, "I won't have them burden you, we can all find another place to stay, they will simply go to your homes and learn your lessons there."

"Good, so we're at an agreement," Twilight said.

"Wait, I never agreed to anything!" Bobby said.

"Same, this ain't a quick and easy decision," Remy said. "They are our enemies."

Twilight thought for a moment, trying to figure out a solution beneficial for everypony involved. She looked over to Peter a moment, then remembered something, "I think they deserve a chance, it wouldn't be the first time it worked out well. I mean me and my friends helped out Luna when she was Nightmare Moon, Peter helped out Trixie and Sunset Shimmer when they needed a friend, even Lightning Dust joined our side after aligning with Wesker. Maybe all they need is a chance to prove themselves."

"Yes, that's all we require," Magneto said.

Logan still looked a bit unsure, but he couldn't deny Twilight's argument. Sunset nearly destroyed his world alongside The Green Goblin, yet she was totally forgiven and even greatly reformed. He knows there's a chance for Magneto and his Brotherhood to reform, since they have been allies on occasion. He could only hope this turns out well.

"Alright, I'm good with this then," Logan said.

"Good, I'll make a proper schedule, and assign each of your followers with each of my friends," Twilight said. "In fact, to show good will to you, I will take Wanda in as the pony I will teach."

Wanda shook her head, "No thanks, I'd rather be with anyone else."

"Wanda..." Magneto lightly scolded. "You're being given a grand opportunity, do not throw it away."

"Come on, this is Spider-Man's wife after all, chances are she's probably as annoying as he is if she was crazy enough to actually want to marry the guy," Wanda said.

Peter pouted at that, "You're just jealous of me and my wife."

Johnny scoffed a bit, "You know, it's not very often a girl dreads the idea of being married to Peter, kind of refreshing actually."

"Let's not start about this apparent harem I seemed to have developed," Peter pleaded.

"Yes, please," Twilight added. "As for you Wanda, I assure you I am not as annoying as my husband tends to be at times."

"Hey!" Peter said.

"What do you mean 'at times'?" Logan asked. "Yer being too nice Twilight."

"Hey!" Peter said again.

"Come on Logan, Peter's not that bad...most of the time at least," Cap said.

"HEY!" Peter shouted a third time. "What is it, a pick on Peter Parker party?"

"Ha, nice tongue twister dude," Bobby said. "Besides with you, it's usually a pick on Peter Parker party."

"Bobby!" Rarity scolded.

"May we please get back on topic?" Cap said, starting to get irritated at the childishness.

"Right, back no topic," Twilight cleared her throat. "Wanda, I know we didn't get along but I'm sure you would like a chance to better your life, wouldn't you?"

"Better it how?" Wanda asked.

"Learn the Magic of Friendship, be able to make good friends, to be yourself without others judging," Twilight said.
"Maybe be someplace where you don't need to be locked away because your powers cause too much trouble," Pietro added.

"Be quiet brother," Wanda said, then turned to Twilight. "How do you plan to help me?"

"I have loads of lessons that I've personally learned over the years, I can teach them to you," Twilight said.

"I would suggest you take her up on that offer," Magneto said. "If you're not accepted here, then there's nowhere else for you to go my daughter."

"Well she can just go with one of the other ponies," Pyro said.

"No, I'd rather her take the offer that young mare gave her," Magneto said, gesturing to Twilight. "Well Wanda? Will you take her offer or not?"

Wanda turned away, not wanting to bother with her father's glare, then found herself staring at a curious looking Twilight and a somewhat concerned looking Peter. Giving in she nodded, "Fine, I'll go with Spider-Man's pony wife," Wanda said.

"Good, now for starters, I am not just Spider-Man's 'pony wife', I am Princess Twilight Sparkle, but you may just refer to me as just 'Twilight', no formalities needed," Twilight said.

"That's a waste," Pyro said.

"Be polite now," Magneto said. "There is nothing wrong with a little humility."

"Well that's settled, but what about the rest of them?" Sunset asked.

Magneto rubbed his chin, "How about all of Twilight Sparkle's friends come forward and introduce themselves and what they do."

"Sounds fair," Cap said, then turned to the Elements. "Alright ladies, mind introducing yourselves?"

Applejack was the first to respond, "Guess I'll go first." She trotted toward the Brotherhood, a few already snickering at the sight of her, mainly her hat.

"She looks kinda silly with that hat," the blonde mare said. "Ride'em cowgirl."

"Watch yourself," Remy warned, his eyes glowing a bit.

Applejack brushed off the mare's insult and started speaking, "Mah name's Applejack, ah help run mah family's farm, Sweet Apple Acres."

"She's also my wife, just so ya'll know," Remy warned.

"So you got married to Gambit?" Pietro asked. "Funny I thought he liked that one girl who if she touched you, she'd take your powers."

"Not that it's any of your business, but Rogue and I broke it off a while ago," Remy said. "Now I'm with Applejack."

"True, so anyway, whichever of ya'll stays with us is gonna have to do some farm work, which of ya'll is best suited for that?" Applejack asked.

"Avalanche," Wanda said, pointing to the pony wearing black.

"Huh? Wait, why me?" Avalanche asked.

"Farm work is hard, and you can move the ground so it's less hard," Wanda said.

"That doesn't make any sense, unless it's a type of rock farm," Avalanche said.

"No that'd be Pinkie Pie's family who runs that farm," Applejack said, gesturing to the exited pink mare. "We harvest Apples."

"Apples? Got anything better?" Avalanche asked.

Applejack glared at Avalanche, "Watch your tongue there, ah take great pride in what we do."

"And he'll learn to appreciate that," Magneto said, then turned to Avalanche. "You'll be going with her."

"Come on, what's she gonna teach me? Farming?" Avalanche asked.

"Actually ah could teach you about mah Friend Element, Honesty," Applejack said.

Avalanche rolled his eyes, "You can't be serious."

"I'm dang serious, and yer leader already assigned you, so best prepare yerself, because I'll be working ya hard until you learn Friendship," Applejack said.

Avalanche groaned, then glared at Wanda. "I'll get you for this."

"Hey she's more tolerable than what I got," Wanda said, annoying Twilight a little.

Rarity was the next to step forward, "My name is Rarity, I own my own store, The Carousel Boutique. Well now it's more of a brand since more stores have appeared in other parts of Equestria, such as right here in Canterlot where my good friend Sassy Saddles is managing it."

Pyro rubbed his chin with a seductive smile, "You know, for a pony, you're actually kind of attractive."

"She's already married to me!" Bobby shouted. "Don't get any funny ideas."

Pyro frowned, "You're married to Ice guy over there?" Pyro then let out an arrogant chuckle, "Sweetie, you're better off with a real man like me."

"Dude, you ever hear of frostbite?" Bobby asked, hardening his body with ice.

"You ever hear of fire melting ice?" Pyro asked, showing off some fire.

"Like you'll be able to get enough fire to melt me," Bobby said.

"Enough!" Cap shouted. "No more arguing!" He turned to Pyro, "Also I'm pretty sure Sunset warned you about bringing out your fire, do it a third time and I'll be dealing with you myself!"

"Best behave around Robert, Pyro," Magneto said. "Especially since you two will be seeing more of each other."

Pyro looked very worried at those choice of words. "Boss, you can't be serious!"

"I am, this will test you perfectly," Magneto said.

Pyro and Bobby groaned, neither of them were particularly excited about having to stay near each other.

"What exactly does she represent though?" Pyro asked.

"I represent Generosity," Rarity said, getting a loud laugh from Avalanche.

"Wow Pyro, sucks to be you right now," Avalanche said.

"Hey you're the one who has to do farm work," Pyro said.

"And you'll be modelling clothes most likely," Avalanche said, getting a worried look from Pyro.

"Yeah, I'm sure Rarity will have such a nice set in mind for you too," Bobby said with a sinister type grin.

Pyro sighed angrily, "Freaken Iceman."

Rainbow Dash was next to step forward, "Name's Rainbow Dash, fastest flyer in Equestria, as well as up and coming Wonderbolt."

"Fast huh?" Pietro asked. "How fast?"

"Faster than you can even blink," Rainbow Dash boasted.

Pietro looked interested, "I think I like this one." He turned to Magneto. "Hey dad, I'll train with her."

"Fine by me, at least you two will get along," Magneto said, then turned to Rainbow Dash. "But what would you teach him?"

"I represent Loyalty," Rainbow Dash answered.

"Loyalty huh?" Magneto said, then turned to Pietro. "That would be perfect for you to learn."

"Huh? What are you trying to say dad? I'm not loyal enough?" Pietro asked.

"You could use some practice," Magneto said.

Johnny flew forward, "Also, just stating a fact here." Johnny gestured to Rainbow Dash, "This mare, this extremely hot mare, she's my wife, mine alone."

"Are they all married?" Pyro asked.

"Yeah, we are," Rainbow Dash replied. "Most of us even have kids."

"Can't imagine what Gambit's kid looks like," Avalanche said.

"This close," Remy warned. "Watch your ass or I'll shove my staff up it."

Avalanche took a step back while suspiciously eyeing Remy, "You're out of your mind."

Pyro looked to Rarity, "You got kids too sweetheart?"

Rarity didn't take to kindly to Pyro's wording, but answered nonetheless. "Almost, I'm actually pregnant if you couldn't tell at first."

"Oh you're pregnant?" the blonde mare said. "I thought you were just getting fat."

Rarity's eye twitched slightly, "Well darling, you thought wrong. So I suggest you keep your thoughts in your pretty little head."

The mare blew a piece of bubble from some gum she was chewing until it popped. "Fine, whatever."

Magneto sighed, "Anyway will the last two step up please, preferably before we all end up quarreling amongst ourselves?"

Pinkie Pie stepped forward, "Hi! I'm Pinkie Pie! Like Applejack said, my family runs a rock farm, me on the other hoof, I work in a bakery and plan parties with my amazing husband Deadpool."

"Fun as hell too!" Deadpool added.

"So, which one of you wants to train under me and learn my great Element of Laughter!?" Pinkie asked, smiling so wide it began to stretch her face unusually wide.

Most of the Brotherhood looked freaked out, with Avalanche speaking first. "Kinda glad I got the farm, she's crazy!"

"She has to be if she's married to Deadpool! She must have been desperate to do that!" Pyro said.

"And meanwhile, you have no wife, and you're all alone and your life will probably end that way because you're a pile of dog crap who can barely even compare to the Human Torch," Deadpool said, leaving Pyro speechless.

"Damn bro," Johnny said.

The blonde mare chuckled at Pyro's expense, "He really got you there dude. Anyway I kinda like that mare, something about her seems a bit charming, plus the fact that she plans parties makes her seem fun."

"Fine then Boom, you can be with this mare," Magneto said.

"Hurray! New friend!" Pinkie said, rushing over to hug Boom. "We're gonna have so much fun!"

"Yeah, I'm sure," Boom said, chuckling a bit awkwardly. "Can you let go now? I like you so far, but I don't like you that much yet."

Pinkie backed away, "Right, sorry."

Fluttershy turned to the amphibious one, "That leaves me with you. What's your name?"

"Call me Toad."

"Toad huh? Interesting," Fluttershy said. "Well Toad, my name is Fluttershy, I teach Kindness."

"Kindness? Bit of a foreign thing to me, not many want to be kind to someone who looks like me," Toad said. "Guess I can't blame them."

"That's terrible, everypony deserves to be treated fairly," Fluttershy said. "I'll be happy to teach you all I know, and I promise to show you as much as I can."

"What a lovely young mare, I take it you yourself are also married?" Magneto asked.

"Yes, I'm even expecting, me and my darling husband, Logan," Fluttershy said, gesturing to the experienced hero.

"Wait! Logan? That girl's married to Wolverine?" Pyro asked.

"Damn right she is," Logan said. "So fair warning, any of you do anything to hurt my gal...well I'm sure you can figure the rest out."

Toad looked a little nervous, knowing he had to be around Wolverine fairly often.

"Wow, Logan's wife huh?" Pietro said. "Sabretooth doesn't know about her yet, does he?"

Logan cringed at the name, then glared intently at Pietro. "Keep yer damn mouth shut before I jam it shut!"

"Sabretooth? Who's that?" Fluttershy asked.

"No one, don't worry about it," Logan insisted, somewhat nervously.

"No one? He's your most dangerous enemy, didn't he get to the last girl you loved or something?" Pietro asked.

"Hey! Logan said to keep your mouth shut!" Peter shouted, surprising most of the others in the room.

Magneto held his hoof out, "Pietro, please mind your tongue. Sabretooth isn't exactly a welcome topic, I can barely stand the man myself."

"Alright fine, I won't mention him again," Pietro said. "Curious as to why Spider-Man got so defensive though, I know Logan hates the guy but I thought Spider-Man just hated the Goblin guy."

"I don't like anyone evil, whether it'd be Goblin or Sabretooth," Peter said. "That's all the reason you need."

Cap banged his shield down to get their attention. "If you're all done then I suggest we end this meeting. Twilight, you and Peter may go home, same with your friends. Cyclops, we would like to speak more with you regarding this however."

"Fine with me, I'm curious to see where this goes," Cyclops said.

"Miss Twilight, when can my followers go to your town?" Magneto asked.

"As soon as possible, maybe tomorrow if you're all ready," Twilight said.

"Good, um how shall I contact you?" Magneto asked.

"I'll send her a letter," Celestia reassured. "For now let's get you and your followers settled in."

"Thank you Princess Celestia," Magneto said, then turned to Twilight again. "I look forward to seeing you again Twilight, I really hope you can help my dear daughter."

"Don't start acting like a caring father, we know you could care less about what happens to me and Pietro," Wanda said.

"Such harsh words, but I suppose it somewhat understandable, maybe I did fail you as a father," Magneto said. "But all wrongs will be righted soon enough."

"Yeah, sure they will," Wanda said, little confidence in her father's words.

Magneto waved them good-bye, "My Brotherhood will see you tomorrow."

"Can we change the name of our group?" Boom asked. "Makes it sound like it's all guys."

As they continued to talk and leave, Twilight turned her attention to Princess Celestia. "Do you feel confident about this?"

"Not entirely, so I'm really counting on you to make sure everything goes well, and to make sure Magneto's Brotherhood doesn't do anything to cause disharmony," Celestia answered.

Twilight reassured Celestia with a nod, "You can count on me Princess. It shouldn't be too hard to reform them, I mean they seem like a bunch of kids who just need proper guidance."

"They're practically the same age as us though," Bobby said.

"Still have the maturity, or lack thereof that a child would," Twilight explained. "But we're gonna have to make double sure that they can feel welcome, I know it won't be easy for any one from the X-Men, but it would mean a lot if you can hold back any negative feelings you might have for The Brotherhood."

"I'm fine with it," Remy said. "Even if we disagree now, truth be told I wasn't much different than any of them at one point."

"I'm also good, as long as Pyro stops flirting with Rarity," Bobby said. "Which probably won't happen though..."

"If he wants to flirt then let him," Rarity said. "Not like anything will come of it."

"I know, just the idea that someone's flirting with my wife," Bobby said. "Honestly, I don't know how Twilight stays so calm when mares flirt with Peter."

"It takes practice," Twilight said. "Lots, and lots of practice."

"Yet you still lose your patience half the time," Peter said softly, causing Twilight's ear to twitch slightly.

"Did you say something Peter?" Twilight asked, looking somewhat annoyed.

"That you're a very beautiful mare and I love you very much," Peter said, following with a toothy grin.

Twilight's face glowed a bright red, even more when she heard some snickering, mostly likely from Bobby, Johnny and Rainbow Dash. She glanced over slightly to see Celestia smiling a bit, Cap trying to hold back a laugh and Sunset turning away with a blush of her own.

"Right...thank you, Peter," Twilight said, then cleared her throat. "Let's go home, I think Spike's coming by later, he'll probably be very hungry."

"Oh, speaking of my little Spikey-Wikey," Rarity said. "I should get home as well, I have some gems I picked out especially for him."

"How much longer are you gonna keep calling him that?" Bobby asked. "It's kinda weird hearing my wife refer to some other guy by a cutesy nickname. Also why are you picking gems for him anyway?"

"Spike's like a little brother to us Bobby, pardon me for still having some sisterly affection for him," Rarity said, doing her best to emphasize sisterly. "So I want to make sure he's well fed, I imagine training with those dragons must be rough, and I'm sure they're not very kind or friendly with him."

"Rarity's got a point," Rainbow Dash said. "If Garble's there then he's gonna make it so much worse for Spike."

"Maybe for one of our Friendship Lessons we can send Pietro to fight a dragon," Johnny said.

"...How is that a friendship lesson?" Applejack asked.

"If he beats up Garble, then he's helping Spike, thus helping a friend," Johnny explained.

Applejack just raised her eyebrow, "Pardon?"

"Don't worry, I'll make a list for everypony, one that won't involve needlessly fighting dragons," Twilight said.

"Shame, I'd love to send Pyro at a dragon," Bobby said. "Let's see him try to manipulate their fire."

Twilight groaned, "Well I need to get back, and I'm sure some of you might need to hurry back as well."

"Yeah, ah got farm work," Applejack said. "Though ah gotta work out a little schedule fer that Avalanche guy."

"And I need to get back to my chocolate cake," Pinkie said, hopping away with Deadpool by her side.

As everyone else started leaving, Peter quickly made his way to Logan, pulling him to the side. "You never told Fluttershy about Sabretooth?"

"Did you tell Twilight all about all yer enemies?" Logan asked.

"She already knows about them because she saw my memories, she's even fought a few like Electro, Green Goblin, Shocker and even Venom," Peter said.

"Wasn't that Venom just Luna with the Symbiote? She never fought the guy who normally had it right?" Logan asked.

"Who Eddie? No, last I saw him he was pretty badly hurt, I doubt he'll be using the suit again," Peter said.

"Anyway what's there to tell about Sabretooth?" Logan asked. "It ain't worth my time, or hers."

"I'm just surprised, I figured you'd be able to talk with her about it," Peter said. "You've been married for some time now."

"She knows I had enemies, I didn't need to go into any details. Fluttershy is a kind, sweet and innocent mare, I don't want to scare her with talks about Sabretooth," Logan said.

"But it's clearly still bothering you, and she's probably gonna ask about it later. I'm kinda surprised Laura hasn't mentioned him," Peter said.

"If there's one thing Laura and I agree on, is that we both don't need to worry Fluttershy about this, same with Lightning Dust," Logan glanced toward Fluttershy. "I know she might ask, I'll deal with it when it happens, fer now I just want to forget about it."

Peter shrugged it off, "It's your decision, but remember that Fluttershy is very understanding, and she'll want to help if she knows this is bothering you. I held a lot of stuff in too Logan, I know you have much more baggage than me but it won't hurt." Peter made an unsure face, "Besides suppose Toad mentions it?"

"He won't, I'll cut his oversized tongue off if he does," Logan said, with no signs of bluff in his voice.

Peter looked a bit worried for the Brotherhood Mutant, "I still think you should talk to Fluttershy, but I know it's a hard subject for you, like I said, do what you feel you need to do."

Peter trotted off while Logan thought over Peter's words. He had to admit that Peter had a good point, and as Fluttershy's husband he knows he really shouldn't keep secrets from her. He also knows that Fluttershy might pester him about it, knowing her kind nature, she'll be desperate to help Logan through his troubles.

But Logan also worried what she would think, he worried that telling her this would make her afraid, especially knowing the portals between the two worlds are opened. Logan prays that Sabretooth would never find Equestria, but if that gets into Fluttershy's mind, it would make things too difficult.

Things are already complicated with The Brotherhood now in Equestria, but Logan would rest easy knowing that they could at least be reasoned with. When the time came, The X-Men and The Brotherhood have worked together in the past, and if this goes well then there could be new allies to Equestria.

Logan had a lot to think about now, Sabretooth, The Brotherhood, even Cap and Celestia. This situation with The Brotherhood will put the ultimate test to his faith in Equrstria's rulers and the soldiers that serve those rulers.

Lessons Begin Part I

The following day was teaching time, The Brotherhood had been sent to locations across Ponyville to commence their Friendship lessons. Each Element knew this most likely wouldn't be easy, especially the ones married to a member of The X-Men.

Wanda was making her way Twilight's home, having been escorted by Sunset Shimmer.

"Are you gonna be babysitting me this whole time?" Sunset asked.

"I'm just making sure you get to Twilight's house with no trouble," Sunset said.

"Worried I might start destroying this town or something?" Wanda asked.

"I'm just doing what Princess Celestia asked, I don't need an attitude from you," Sunset said.

Wanda groaned, "I still fail to see what my father hopes to accomplish by sending me here."

"A better life for you perhaps?" Sunset said. "Look I'm sure it won't be easy to get adjusted to things, I've been there myself, but you should give it a chance."

"Yeah, yeah, I heard all this already yesterday, all this talk about second chances and stuff. Getting really old honestly," Wanda said.

"Nothing wrong with an opportunity for a second chance," Sunset said. "Without my second chance, who knows what would have happened."

"How did you end up working with The Green Goblin?" Wanda asked. "How did he even find this world?"

"It was mostly Discord's magic that gave us both the opportunity," Sunset explained. "I'm not sure if you know who Discord is though."

"I know, I've heard of him," Wanda said. "From what I've heard he's pretty much like Thor's brother Loki."

"Right, I've never met Loki but it sounds similar enough," Sunset said. "Have you ever met Loki?"

"I've seen him from time to time, he's more annoying than evil in my opinion," Wanda said, then stopped to gaze. "Is that the place? The one shaped like a tree?"

"Yes, that's it," Sunset said, nodding to reaffirm. "Let's get you inside."

Sunset knocked on the door, which was answered by Trixie. "Good morning Sunset Shimmer." Trixie noticed Wanda next to her. "Is that the one Twilight is giving Friendship Lessons to?"

"Yes, this is Wanda Maximoff, The Scarlet Witch," Sunset said.

Trixie took a moment to notice what Wanda was wearing, "Looks almost similar to what Twilight wears as The Amethyst Witch."

"Let it be known that it was my name and clothes that came first," Wanda said.

"Yes, I'm sure, but to be fair, Twilight has never heard of you when she got her clothes. To my knowledge it was Peter and Doctor Strange that gave her the clothes she uses," Trixie explained.

"Let's not get back into this, it's not like Wanda's the only one. Peter mentioned there was a Spider-Woman once, and she's not really affiliated with him," Sunset said.

"Anyway Twilight is waiting inside, she's been really excited about this," Trixie said.

"I'm sure she would be, she does enjoy teaching after all," Sunset said.

"Ugh, is she one of those over eager types?" Wanda asked.

"You'll benefit, believe me on that," Sunset said.

"Somehow I doubt it," Wanda said with a roll of the eyes.

"She's pleasant," Trixie mumbled, then spoke aloud. "Right this way if you please."

The two mares followed Trixie inside with Wanda taking the time to observe the place. She noticed that there were rows and rows of books, a little off putting for the rebellious mutant.

"Is this a library or a home? There's so many books," Wanda said.

"It's both, Twilight treats this place like a library but it's also the home we live in," Trixie said.

"Are you her sister or something?" Wanda asked.

"No, but I am like an older sister to Peter and Twilight," Trixie explained.

"Right, so aside from you three, who else lives here?" Wanda asked.

"Their daughter Mayday, as well as Peter's Aunt May, Twilight's dragon friend Spike, his wife Janet and their daughter Hope," Trixie answered. "So yeah, lots of ponies, which means lots of roommates."

"I'm used to having a lot of roommates since me and my brother have lived with the rest of dad's Brotherhood," Wanda said.

"Then you'll fit right in, sorta," Trixie said.

"Good, you're here," they heard. They turned to see Twilight making her way over with Peter and Mayday right beside her.

Wanda took notice to Mayday, "Is that their daughter?"

"Yes, cute isn't she?" Sunset said.

"I'm Mayday Parker-Sparkle, nice to meet you miss," Mayday said.

Wanda just waved casually, "You too little girl."

"She's our precious little gift," Peter said, rubbing her mane as he turned to Sunset Shimmer. "Thanks for bringing her Sunset."

"No problem Peter, now is she fine here? You don't need anymore assistance?" Sunset asked.

"No, we're good, I mean you can stay if you want but we're good," Peter said.

"I'd like to stay, but I need to head back, I have more research to do," Sunset said. "Plus I need to go to the Capcom world and speak with Chun Li a bit."

"And to see Ryu maybe?" Peter said in a teasing tone.

Sunset laughed it off, "Real cute Peter, but I'm sure he'll be there."

Wanda scoffed, "Didn't know you were friends with those Street Fighters."

Sunset looked curious, "Yeah, I am. I take it you know some of them."

"Of course, I'm sure you know that this whole thing started with the rivalry between the X-Men and the Street Fighters, especially when they teamed up to stop Bison and my dad."

"Your dad worked with that Bison guy?" Sunset asked. "Didn't know that."

"Yeah, though they had every intention to betray one another," Wanda said. "Never really liked Bison's guys much though, one guy just wanted to get paid a lot of money, one kept flirting with all the girls, and one kept going on about his rivalry with Ryu and how he wanted revenge or something."

"Huh? I thought Bison only had two followers, not three," Twilight said.

"I think one of them quit the group or something, you'd have to ask Chun Li or any of the other Street Fighters," Wanda said.

"That I'll do, kinda curious myself," Sunset said. "You won't have to worry about seeing them again, Bison's been dealt with, as has his two remaining followers."

"Fine with me," Wanda said. "Anyway what will this 'Friendship Lesson' entail of?"

"I have a list," Twilight said, poofing a list into existence as it unrolled and stretched across the whole room. "I had to narrow it down a bit but I think it'll be enough."

Peter, Trixie, Sunset and Mayday already started to pity Wanda a bit, especially seeing the shocked and surprised look on her face, the poor girl barely able to utter any words. "Um...that's..."

"Now I suggest we start with the top of the list, using your magic as a means to help others," Twilight said. "Now I'm sure you're good with magic since you already possess magic as a human, but Unicorn magic might be a little more difficult to understand. Now before we do this, I need you to make a vow."

Wanda was still mesmerized by the long listed, though Twilight got her attention by waving in front of her face, "Huh? What?"

"Wanda, please focus," Twilight said very sternly. "Now listen, before I teach you anything, especially when it comes to your unicorn magic, I need you to make a promise to me."

Wanda could tell Twilight was very serious about this, considering she went from being so excited and upbeat to stern and serious. She decided to humor the mare, if to get this over with. "Alright, what is it?"

"Peter has a saying, 'With Great Power comes Great Responsibility', so before I teach you what I know, I want you to promise you will take that saying to heart," Twilight said.

Wanda looked confused, "Huh?"

"Promise me that you will use what have to teach you responsibly, that you won't misuse it," Twilight said, getting in closer. "Do you promise me Wanda?"

Wanda looked away a moment, really not caring for this. Though as she looked back to Twilight, she could tell the mare was very serious and not messing around at all. While she didn't really worry what Twilight could do, she figured she would just answer the question. It's not like she had to mean what she said, if she got strong enough, who could tell her what to do?

"Alright Twilight, I promise to use my Great Power responsibly," Wanda said very dully.

Twilight didn't look too convinced, "Wanda, I'm being very serious here, if I can't trust you then I won't teach you. I will have Celestia send you back to your world and the deal your father wanted to make will be off."

Wanda looked very irritated, she didn't want to deal with this already, but she knew if she didn't go along with this, her father would make this even more difficult than it needs to me.

"Twilight, I promise, I'm not gonna do anything that's gonna irritate my father, alright?" Wanda said.

"Make her Pinkie Promise," Mayday said.

"Excuse me!?" Wanda asked.

Twilight chuckled softly, "I'm sure Pinkie's already making one of Wanda's friends do that. But if it comes to it, we'll go with your idea."

"What's a Pinkie Promise?" Wanda asked.

"Don't worry about it, just make sure you absolutely promise to go by Peter's motto," Twilight said.

Wanda groaned loudly, "I promise alright? If I break that promise then I'll leave this world forever, alright?"

Twilight took a moment before nodding, offering a friendly smile. "I don't want it to come to that, so I hope you keep that promise. I really want you to learn Friendship Wanda, it'll be so great for you."

"Why do you care so much anyway?" Wanda asked.

"I just do, it's in my nature," Twilight said.

"She's very stubborn about it," Peter said. "But it's why I fell in love with her, because her kind nature helped me through some tough times."

"You had tough times Spider-Man?" Wanda asked.

"It's not easy being a Superhero," Peter said. "Twilight really helped me out, I'm forever grateful for that."

Wanda looked to Trixie, "Are they a lovey-dovey type couple?"

"Very much so, you get used to it," Trixie said.

"I'm quite affectionate with my wife," Peter said, kissing Twilight on the cheek. "So yeah, there's your little warning."

Wanda looked a little weirded out, "Ok...try not to do that too much around me."

"Why does everyone keep telling us that?" Peter asked.

"Because it can get annoying," Trixie said. "Don't get me wrong, it's great that you love your wife but it can get awkward when you two act all lovey-dovey."

"Well maybe if you found somepony you'd understand my emotions," Peter said.

"Alright, I'll find somepony if you teach Mayday to be more social with others," Trixie said.

Peter glanced to his daughter, then back to Trixie with a bemused glare, "Why do you keep saying that? In fact why does everyone say that?"

Twilight shook her head in annoyance, "This topic is already getting old, please come with me Wanda, I have some books for you to look at."

Twilight walked off as Wanda followed, the two going into Twilight's room, which Wanda took a look around.

"You even have bookshelves here, you must like to read," Wanda said.

"It's my favorite hobby," Twilight said, using her magic to grab a book. "Anyway let's get you started, before we go through the list I'd like for you to read and study this spell book."

"Is this gonna be like school or something?" Wanda asked.

"Almost, to be honest I would love to be a teacher, I have such a great time homeschooling my daughter," Twilight said.

"If you homeschool your daughter, is that gonna make me her classmate or something?" Wanda asked.

"Not exactly," Twilight said. "You two will be learning different things, besides I imagine you already had schooling."

"Not a good memory, but yeah I have," Wanda said.

Twilight looked sympathetically towards Wanda, "I'm sorry to hear that, but I promise to make it a great experience for you Wanda." Twilight reassured.

"I hope it is," Wanda said, somewhat pessimistic as she grabbed the book.

"Just let me know if you need help with anything," Twilight said.

"Sure thing teacher," Wanda said.

"Just 'Twilight' is fine, remember I want us to become friends," Twilight said.

"I'm not a good friend to have, just a little warning," Wanda said as she read the book.

Twilight looked sad for this girl, she could already tell that life hasn't been easy for her, which is likely the reason for her prior villainy. Now she had to wonder how the other Brotherhood mutants were doing with their friendship lessons.

---

Above Ponyville, Rainbow Dash and Johnny had escorted Pietro into their home, where Scootaloo came to greet them.

"Dash, Johnny, you're back!" Scootaloo said, then noticed a third pony. "Who's that?"

"Scootaloo, meet Pietro Maximoff," Rainbow Dash said. "Or Quicksilver as he's also known as."

"Is that your little sister?" Pietro asked.

"No, but she's like a little sister," Rainbow Dash said. "She just comes take care of our daughter while me and Johnny are out."

"How is Firefly doing kiddo?" Johnny asked.

"I just fed her, though she made a big mess so I'll need to give her a bath," Scootaloo said.

"We can handle that part, or rather Johnny can handle it while I help Pietro get started on his Friendship Lessons," Rainbow Dash said.

"Friendship Lessons?" Scootaloo asked. "Wait, just who is this guy anyway? Which world is he from?"

"He's from my world," Johnny said. "And before you ask, he's not a hero, he's actually a villain."

"What!?" Scootaloo shouted, glaring at Pietro. "You're a villain!?"

"Yeah, to make matters worse, he was actually aligned with Dr. Doom and the Capcom villains, he and his sister fought against Peter and Twilight on our Earth."

"So why is he here?" Scootaloo asked.

"I told you, a Friendship Lesson," Rainbow Dash said. "I'm going to help Pietro here become a good pony."

"Yeah, she's gonna teach me about...Friendship," Pietro said. "I mean I kinda do know about it already, I'm friends with the other Brotherhood mutants."

"Yes, but you're also not a very nice guy, but the way I see it, if Sunset Shimmer and Lightning Dust can be our friends despite joining up with villains, then I guess you can as well," Rainbow Dash said.

"I know Sunset Shimmer, but who's Lightning Dust?" Pietro asked.

"She's an old rival of mine, she worked directly with Wesker and his allies at one point before making friends with Logan's daughter," Rainbow Dash said.

"Logan's daughter? You mean that clone of his?" Pietro asked. "Didn't realize she could even make a friend."

"Anypony can make a friend dude, you just have to try," Rainbow Dash said.

Pietro shrugged, "You're the teacher, I guess. Do I have to call you Mrs. Dash?"

"Only if you want your ass kicked," Rainbow Dash said. "If not then just 'Rainbow Dash' is fine."

Pietro looked a little surprised at her choice of words, "Ok then, anyway Rainbow Dash, what should we get started on?"

"What else? I'm gonna teach you about Loyalty, I'm sure you should have some sense of it since you're part of a team," Rainbow Dash said.

"Yeah, I know tons about it," Pietro said, telling half a truth.

"Right..." Rainbow Dash said, not fully believing him. She turned her attention to Johnny. "Go bathe Firefly, I'm going outside with Pietro."

"Want me to help?" Scootaloo asked.

"You don't need to, but I won't stop you if you really want to," Rainbow Dash said.

"I don't want to leave Johnny alone with this, I think I'll help him," Scootaloo said.

"And again, that's why you're my favorite," Johnny said.

"Favorite what?" Scootaloo asked.

"Um..." Johnny tapped his chin, thinking of a suitable answer. "Favorite Crusader."

"Works for me," Scootaloo said. "Apple Bloom and Sweetie Belle will be so jealous."

"Yeah, they will be," Johnny said with a confident grin.

The two made their way towards Firefly, leaving Rainbow Dash with Pietro.

"Who are the Crusaders?" Pietro asked.

"Scootaloo's friends, they call themselves The Cutie Mark Crusaders since they help ponies find their Cutie Marks," Rainbow Dash said.

"Cutie Mark...Cruaders?" Pietro asked. "Wait what's a Cutie Mark?"

"A Cutie Mark is the marks on our flanks," Rainbow Dash said, gesturing to hers. "It shows us what our special talents are."

Pietro glanced towards his flank, "Um, how do I get one?"

"By doing something you're talented at, don't worry if it takes a while, it took Peter 3 months to get his when he first came here," Rainbow Dash said.

"How did you get yours?" Pietro asked.

"By performing a Sonic Rainboom," Rainbow Dash explained, flashing a satisfied grin. "Very hard trick for a pony to pull off."

"Sonic Rainboom?" Pietro asked. "Is that real or are you just naming a trick after yourself?"

"It's not named after me," Rainbow Dash said. "Look don't worry about Cutie Marks for now anyway, we'll get to those later, right now I want you to focus on your lessons...once I figure out a good lesson for you to do."

Pietro rolled his eyes, though he is intrigued by what Rainbow Dash said. He's guessing she's a fast pony, and he can respect fast, he just wants to see how fast.

---

At Sweet Apple Acres, Applejack and Remy had just welcomed in Avalanche, the Brotherhood mutant looking a little agitated.

"Am I seriously gonna have to do farm work?" Avalanche asked.

"Yeah, it's gonna help with yer lessons," Applejack said. "Besides it ain't gonna be a lot of work anyway."

"Yeah, work simple enough that even you can do," Remy said.

"After all, nothing like a little hard work to bring out the positives in a pony," Applejack said.

"And I'm guessing it has to do with picking Apples out of trees," Avalanche said. "Because that seems to be the only thing you grow."

"Of course, we're Sweet Apple Acres, Apples is all we grow," Applejack said. "Good fer Apple Pies, Baked Apples, Caramel Apples, Apple Taters-"

"Alright, I get it! Only Apples," Avalanche said. "Makes sense considering Apple is in your name. Are all your relatives named after Apples?"

"Pretty much, we are the Apple Family," Applejack said.

Avalanche gestured to Remy, "So since he's your husband, did he change his name to sound like an Apple?"

"Real cute," Remy said. "I'm still Remy Lebbeau, or Gambit to you."

"Yer still an Apple, part of one big family," Applejack said, then turned to Avalanche. "That could be you too. Being a friend can also be like being family. Ah consider Twilight to be family, along with all mah friends and their husbands. Peter himself is an Honorary Apple among us, you can be as well."

"Who's Peter again?" Avalanche asked.

Remy and Applejack glanced at each other a moment, amazed at the genuinely of this question.

"Peter is Spider-Man," Remy said. "Pretty sure a lot of folks know that by now."

"Hey I never really cared much about Spider-Man, never liked his goody-two shoes attitude," Avalanche said.

"Get used to it mon ami, you're gonna be seeing Peter a lot," Remy said.

"Anyway first I'll introduce yah to the family, if yer gonna be coming here every day, best to get acquainted," Applejack said.

"Well one of them is coming right now," Avalanche said, pointing to a small foal.

"Mama!"

Avalanche looked surprised, "Mama?"

"That's mine and Applejack's son Oliver," Remy said.

"Oh, so you two have a kid together, that's nice," Avalanche said, barely meaning what he said.

Applejack picked up Oliver and sat down to hold him properly. "Hey little fella, did you come to greet our guest?"

Remy ruffled his mane, "You shouldn't be moving around by yourself little guy, where's your aunt and uncle?"

"Oliver!" they heard a filly voice shout. Just then Apple Bloom came into view of the couple. "Sorry sis, ah let him out of mah sight for a few seconds to grab his food."

"Sneaky little fella, just like his daddy," Remy said.

Apple Bloom noticed Avalanche standing nearby, "Um, who's that guy?"

Remy gestured to his fellow mutant, "That'd be Avalanche, an old enemy of mine."

"You know we used to be quite chummy before you joined those X-Losers," Avalanche said.

"Please, I never liked any of you, I would have sold out everyone for some cash at the time," Remy said.

Apple Bloom looked curious, "Wait, if here's an enemy, what's he doing here?"

"Your 'big sister' Twilight thought it was a good idea for Applejack and the rest of the Elements to reform one of Magneto's Brotherhood," Remy said.

"Magneto? Ah do remember hearing you and Logan mention him a couple of times," Apple Bloom said. "So he's with that Magneto fellow?"

"Yeah, but Magneto insists he's changed and Twilight wants to teach each of his followers about Friendship, so Avalanche is here to learn about Honesty, which seems like an almost impossible task," Remy said.

"Says the former thief," Avalanche said.

"Least I never tried wiping out innocents just because Magneto don't like normal humans," Remy said.

"Come on guys, this is supposed to teach about Friendship," Applejack said. "Look Remy, ah know it ain't easy, ah remember when Peter tried convincing us that Trixie was worth a chance, then later with Sunset Shimmer. Ah even felt this way when Fluttershy let Lightning Dust stay at her house, and you saw what she and those other two creeps did to Ponyville."

"Ah still have bad memories of that," Apple Bloom said. "What ah would give to kick their asses mahself, especially Vega."

"Vega? Wait isn't he one of Bison's guys?" Avalanche asked. "I haven't heard from him or any of the other Capcom villains, they alive or what?"

"Bison and Vega aren't, the others were captured and brought back to Capcom," Remy said. "Think Shocker was among the villains that also bit the dust."

"Huh, so Bison and his pretty boy ninja got taken out, along with that loser villain, not surprising to me," Avalanche said.

Remy turned back to Applejack, not forgetting what she had said a moment ago. "Don't worry, I'll try not to cause trouble, I'm going to put my full trust in you. But the moment things go wrong, I'm gonna step in and take care of that."

"Thanks, but I'm very confident that I'll pull this off, ah just need you to believe in me," Applejack said.

"Without question mon cherrie," Remy said, giving Applejack a kiss.

Avalanche gagged at this, "Man, Gambit and his pretty boy charm, wait what happened to that other girl? The one who takes your powers if she touches you."

"Rogue and I broke off a long time ago, still friends but that's all," Remy said.

"Wait, so she's single?" Avalanche asked, looking really eager.

Remy stared pitifully at the Brotherhood mutant, "You wanna try your luck with her, then by all means, go for it. Don't be surprised if she turns your ass down though."

"Hey, I got pretty boy charms too, I bet that little filly there is dying to get to know me more," Avalanche said, gesturing to Apple Bloom.

"Um, ah got a coltfriend already pal, you ain't even mah type, you got too much of an ego," Apple Bloom said.

"Pfft, what does a kid know?" Avalanche said.

"I'm sixteen years old!" Apple Bloom shouted.

"You look like your twelve," Avalanche said, annoying Apple Bloom.

"Please don't upset mah little sister," Applejack said.

"Yeah, she can be an ass-kicker when she wants to be," Remy said.

Avalanche shrugged, "I'm just being honest...wait I think I just learned about honesty, is that good enough for today?"

"Insulting mah sister don't count," Applejack said, then handed Oliver over to Apple Bloom. "Go get him fed, ah gotta help this poor boy."

"I'll help," Remy said, joining Apple Bloom. "Remember Applejack, just let me know if you need any help."

"Will do Sugar," Applejack said, then turned back to Avalanche. "Alrighty then mister, let's get to work."

Avalanche groaned a bit, this might be a long day for him.

---

Next, Toad had been brought to Fluttershy's cottage, the Kind mare allowing him into her home.

"Hello Toad, come on in," Fluttershy greeted.

Toad didn't really reply, he just hopped inside the home, looking around. "Small house."

"Well for a while it was just me, before I met Logan, though he originally lived with Peter and Twilight before he came to live here," Fluttershy said.

Toad looked outside, "Bunch of animals out there, are they pets?"

"In a way, I like to take care of animals, so I keep many around," Fluttershy said.

"Got a favorite?" Toad asked.

"No, I could never pick between them, it'd be like picking between children," Fluttershy said.

"Hey, I bet the boss could pick between Wanda and Pietro," Toad said.

Fluttershy looked a little displeased by that, "Well I wouldn't do something like that, and I don't think your boss should do that to his children."

"Not my place to tell him that," Toad said. "So you like to take care of animals, funny that you got stuck with me since I'm a toad."

"Well rest assured I won't treat you the same way I treat my critters, aside from the love and care you'll receive," Fluttershy reassured.

"Try not to get too mushy with me, I don't really do mushy," Toad said.

Fluttershy giggled, "Right, sorry. Anyway it's funny you mentioned my house being small, I might need to have it expanded since right now four ponies live here, and soon a fifth one will be joining us."

"A fifth?" Toad asked, then noticed Fluttershy gesture to her belly. "Oh, so you are pregnant, I thought you were just overweight."

Fluttershy furrowed her brows, "That's a little rude to say, you have to always consider somepony else's feelings, that's part of learning how to be kind."

"I'm not really good with kindness lady, never really got much of it myself, like I said, I look like a toad, most people would barely even talk to me," Toad said.

"Well I'm not like them, I don't care what you look like on the outside, I just care about what's inside. You'll receive no judgement from me or anypony in this house," Fluttershy said.

Just as she said that, she heard Laura shout. "Yo Fluttershy, we're home!" As she walked in alongside Lightning Dust, she immediately noticed Toad. "Who's this ugly little freak?"

"LAURA!" Fluttershy shouted, startling everyone, even the foal growing inside her.

"Um...wrong choice of words I'm guessing?" Laura said, chuckling nervously. Fluttershy's disapproving glare was enough to answer her question, to which she relented and faced Toad. "Sorry I called you ugly, and a freak."

"Um, no trouble I guess," Toad said, still a little surprised from how loud Fluttershy was a moment ago. She spoke so softy to him that he didn't know she had a loud and stern tone to her, but maybe he shouldn't be surprised. He knows she's married to Wolverine, so he should guess that she needed some level of assertiveness.

"Good, and to answer your question, this is Toad, I'm not sure if you know him but-" Fluttershy's explanation was cut short when Laura spoke in surprise.

"Toad? Wait you mean one of Magneto's guys?" Laura asked.

"So you do know him," Fluttershy said.

"Yeah, I know all of Magneto's goons, most of them at least," Laura said. "What's he doing here anyway?"

"I'm giving him Friendship Lessons, it was Twilight's idea," Fluttershy said.

"What is she stupid or something? Laura asked, then got another angry glare from Fluttershy. "Well I mean they are evil, so I think I have a reason to be a little cautious here."

"Magneto wants to make peace and part of that is teaching his brotherhood how to be friendly," Fluttershy explained.

"Does Logan know about this?" Laura asked.

"Yes, and before you ask, no, he's not too happy about it," Fluttershy said.

"Wouldn't blame him, but at least it's just The Brotherhood and not..." Laura was about to continue, but to Fluttershy's curiosity, she just ended the thought right there. "Well you get the idea, The Brotherhood are probably the least threatening villains to worry about."

"I resent that!" Toad said.

"Deal with it pond boy," Laura said.

Fluttershy sighed in annoyance, "Laura, be nice."

"What? It's just a nickname," Laura said. "Isn't that what friends do?"

"Make sure they're ok with the nickname, remember how upset Rainbow Dash was about the nickname the Wonderbolts gave her?" Fluttershy said.

"Even I find that terrible," Lightning Dust said.

Laura turned her attention to Lightning, "What do you even make of this Dust?"

"What do I make of it?" Lightning asked, turning her attention to Toad, then Fluttershy. "Honestly if anypony can help a pony reform, it would be Fluttershy, she helped me out big time when I was trying to redeem myself."

"What's your deal?" Toad asked.

"I worked with a guy named Albert Wesker, not sure if you've heard of him or not," Lightning said.

"I have, he's one of the strongest villains from the Capcom World, though I never really interacted with him much. Bison is another story though, you meet him as well?" Toad asked.

"Yeah, really creepy looking guy, didn't really talk with him much, I spent a lot of my time around his Shadoloo ninja Vega and another guy named Shocker," Lightning said.

"Vega and Shocker? Well I'm not surprised Vega would want to work with you since he seems to like any chance to be with a woman, but how did you end up working with Shocker?" Toad asked.

"He was just there, I don't know the full reason since I joined sometime after he arrived but for a while it was just me, Shocker and Vega...oh and Sweetie Belle too," Lightning said.

"Who's Sweetie Belle?" Toad asked.

"A filly that Vega captured to get information out of her, not that it seemed like she was captured since she was totally into Vega," Lightning said.

"What do girls even see in that guy? He's a total weirdo," Laura said.

"He's just really charming, I think he mentioned you looking like you'd be fun to have around for a night," Lightning Dust said.

Laura started to look pale, "Ew, no way I'm interested in that narcissistic jackass."

Fluttershy again sighed in annoyance, "Let's move on from this topic, those weren't pleasant memories." She focused her attention to Toad. "Anyway for your first lesson Toad, you'll be helping me care for my animals."

"I'm not really good with animals," Toad said.

"Then we'll have to teach you how, this is a good way to learn about Kindness," Fluttershy said.

"Better do as she says bub," they heard. They turned to the door leading to the animal pens to see Logan. "Yer getting a good opportunity to learn from a mare who actually gives a damn about you becoming a better pony, don't screw this up."

"Oh Logan, did you finish checking up on Eliza-beak?" Fluttershy asked.

"Yeah, she's doing great, I made sure she got fed well," Logan said.

"Um, who's Eliza-beak? And what was wrong with her?" Toad asked.

"Eliza-beak is one of my pet chickens, she wasn't feel well recently, so I've asked Logan to help make sure she gets healthy again," Fluttershy said.

"Huh, never expected to hear about Wolverine nursing an animal back to health, figured he'd just end it's misery," Toad said.

"Real funny," Logan said, then got close to Toad, staring him right in the eyes. "Just remember this bub, you do anything to upset my wife, I'll personally make sure you regret it. I'm sure you can tell she's pregnant, so don't give her a hard time about this either, last thing I want is for her to feel any unneeded stress because of someone like you." He got in closer to whisper something, "Also, you mention anything about Sabretooth around her, and you'll be missing that extra long tongue of yours, got it?"

Toad gulped and nodded, knowing better than to mess with Wolverine, especially knowing that Laura was right there, "Sure thing."

"Good," Logan took a step back and turned to Fluttershy, "Come get me if there's any trouble, and don't overburden yourself. Remember that you're carrying our foal, I don't want you working too much."

"Logan, I appreciate your concern but I'm still able to move around and do some things on my own," Fluttershy said.

"I know, yer a strong mare after all, but even a strong mare needs to know their limits. Always be ready to come to me, Laura or Lightning Dust for anything," Logan said.

"I know dear, I love your concern, but like I said, I'll be fine. I'll come to you if there's trouble," Fluttershy said, then focused her attention to Toad. "But I don't think there will be any."

Laura focused her attention to Toad as well, "She's got a lot of faith in you dude."

Toad wasn't sure what to make of that, he remained somewhat suspicious, but deep down wanted to trust Fluttershy's words.

---

At the Boutique, Pyro was seen staring awkwardly at a dress. "They can't really be serious about having me stay here."

"They are," he heard Bobby said. Pyro turned to see his rival standing alongside a young filly. "Rarity's doing you a big favor, so you better not make her regret this."

Pyro turned his attention to the filly beside him, "Um, who's that?"

"That's Sweetie Belle, Rarity's little sister," Bobby said.

"She has a sister? Too bad she's not older, any other relatives?" Pyro asked.

"You're not here for dating, you're here for Friendship Lessons," Bobby said.

"Why is Rarity helping this guy? I thought he was a friend of yours but it sounds like you two don't like each other that much," Sweetie Belle said.

"He's one of the X-Men's enemies, and a bit of a rival to me, you know, the whole fire and ice thing," Bobby said.

"He has fire powers?" Sweetie Belle asked. "Like Johnny?"

"Yeah, except the can't summon his own fire, he has to use fire around him," Bobby said. "Plus he can also get hurt from it, Johnny can't be hurt by fire."

"True, I can't generate my own fire," Pyro said, then gestured to his unicorn horn. "Though I imagine with this little thing, I can probably do so eventually. I'm sure there's a spell that can create fire, I just have to learn it, then I'll be the most powerful fire user, even better than The Human Torch, or whatever he calls himself nowadays."

"Wow, he's kind of arrogant isn't he?" Sweetie Belle said.

"You have no idea," Bobby said, much to Pyro's annoyance.

"Where's that wife of yours anyway? Isn't she supposed to start this Friendship Lesson thing? Whatever that it?" Pyro asked.

"She's a little held up trying to sort some business out. As you can tell this isn't just our home, it's also my wife's store where she sells clothing. It's been so successful she's opened stores in other parts of Equestria, so she needs to make sure each one has clothes for display and it can be a little time consuming for her," Bobby got close to Pyro, staring down his Brotherhood rival. "Now here's the part where I need to make damn sure you understand, my wife is a very busy mare who is Generously making time for you. Key word here bro, Generous, she's all about Generosity. She doesn't have to do this, she's not obligated to, she chose to do this, despite not only being incredibly busy, she's also pregnant, which I'm sure you've noticed. So, do NOT stress her out, if I hear that you've been wasting her time, you're gone, out of here, in an instant, that understood buddy?"

Pyro almost looked a bit bored, barely taking anything Bobby said seriously. "Yeah, sure thing mate."

"You really don't care do you?" Bobby asked.

"Now you're just being hurtful," Pyro said, somewhat sarcastically.

Sweetie Belle rolled her eyes, before glaring at Pyro, getting close as well. "I would take Bobby seriously, he's not the only one who'll be furious if you waste my older sister's time."

"Aw, aren't you cute when you're serious," Pyro said, patting Sweetie Belle's mane.

"Hey!" Sweetie Belle said, whacking his hoof away. "Do not touch me, especially not my mane, I don't want you messing it up."

"Well pardon me young lady," Pyro said with a turn of his head. "Gotta make sure that fancy hair of yours is well kept I see."

"Hey she's got the best mane among her friends," Bobby said.

"Thanks big bro," Sweetie Belle said, then focused again on Pyro. "We'll be keeping an eye on you."

Rarity eventually made herself known to the group, "I'm here!" She approached Pyro with a confident look in her eyes. "I'm ready to teach you all I know about Friendship."

"Sounds fun, I think," Pyro said.

"Oh but it will be, I'm going to teach you everything I know about Generosity," Rarity said.

"Good luck," Bobby said.

"That wasn't very friendly," Pyro pointed out.

Rarity turned to Bobby, trying to be sympathetic, "I know you two don't get along, I know he's an enemy, but he deserves a chance, please be reasonable dearie."

"Do what you need to do Rarity, I already gave him fair warning of what I'll do if he causes you any trouble," Bobby said.

"Same here," Sweetie Belle said.

"It's great that you both care, but let me handle it for now," Rarity said.

"It's all you," Bobby said. "Oh and try not to push yourself, remember you're moving for two."

"I'm well aware, now let me work my magic, Friendship Magic of course," Rarity said.

Bobby shrugged it off and trotted off with Sweetie Belle, the two giving one final glare to Pyro.

---

Last with Boom, she was at Sugarcube Corner with Pinkie Pie, the hyper pink pony showing her around.

"This is where we have the cakes, this is where the cupcakes are, and these are all the muffins..."

Boom just looked around almost bored as Pinkie Pie showed her around. This wasn't ideal for her but it was an order from Magneto. She only hopes he knows what he's doing.

Observing from nearby were Deadpool and the Cake Twins, the former with an unsure look and the twins with a confused look.

"So, Auntie Pinkie's trying to teach her about friendship?" Pumpkin asked.

"Yeah, it was Twilight's idea, apparently she believes there's good in them or some crap like that," Deadpool shook his head in disappointment. "When will Twilight learn that Friendship isn't always the answer, sometimes you need people to beat the snot out of, it's what makes life fun!"

"But if Auntie Pinkie makes a new friend, then that means you get a new friend too," Pound said.

"I want her to be our friend, I bet she's fun to have around," Pumpkin said

Deadpool pondered this a moment. "Since when do you actually think about things?"

"Shut up brain!" Deadpool thought and then spoke out loud. "One more friend couldn't hurt, I just wish some of my friends were here too, like Cable! He's such a good buddy to have."

"Are you ever going to invite him over?" Pound Cake asked.

"I keep trying, but he never seems to get my messages, so weird," Deadpool said. "We'll reach him one day."

"And we'll help!" Pound and Pumpkin said.

"I'm totally making the two of you my sidekicks one day," Deadpool said.

"Sidekicks!? Sounds fun!" they heard Pinkie said. They turned to see her standing beside Boom, the mutant looking bored as she blew on a piece of bubble gum.

"Done with the tour?" Deadpool asked.

"Sure am, and she's very excited to start!" Pinkie turned to Boom and hugged her hard. "We're gonna be the best of friends Boomie!"

Boom looked a little put off by the hug, slowly pushing Pinkie Pie away, "First off, no nicknames, Boom's fine enough, second, I'm just doing this because Magneto told me to, and I happen to feel like obeying him."

Pinkie took a moment to register that, then started giggling, "You remind me so much of Gilda!"

"Who?" Boom asked.

"A friend of mine, sorta, we didn't' get along at first but I think we've worked things out since then," Pinkie Pie said.

"That's nice, I guess," Boom said. "So how long have you been married to Deadpool?"

"A couple of years, very fun too!" Pinkie said.

"Yeah, we're known as the Best Couple in all of Equestria," Deadpool said.

"By who?" Pumpkin asked.

"A lot of ponies, now no more questions," Deadpool said almost hastily.

"Still, how did you end up with Deadpool?" Boom asked Pinkie. "I was under the impression that no one really liked him."

"Pfft, where'd you hear that crap?" Deadpool asked. "Everyone loves Deadpool! I'm too lovable of a mercenary!"

Boom turned to Pinkie, "Seriously, how?"

"Deadpool just...understands me better than most ponies, even my closest friends," Pinkie Pie said. "He's the only other pony, er person...whatever that truly understands my perception of life, aside from my favorite sister Maud."

"He's also a really great uncle to us!" Pound said.

"Yeah, he helps me bake cakes," Pumpkin said.

"I'm surprised he knows how to use anything aside from his guns," Boom said.

"I happen to be multi-talented," Deadpool said. "Besides I haven't done my usual business since I met Pinkie Pie."

"It's true, since being my coltfriend and eventual husband, he's been perfectly at peace," Pinkie said.

"So, you're one of the good guys? Even though you worked with The Green Goblin?" Boom asked.

"Hey he paid a crap load of money," Deadpool said. "Besides Sunset Shimmer worked with him, and everyone loves her."

Boom looked to the two kids, "So who's kids are those? I know they're not yours."

"They're the twins of this bakery's owners," Pinkie said. "Since they let me live here, I got to be their Auntie Pinkie once they were born. It was such a fun day, I even got to sing them a birthday song, before the nurse threw me out of the room...literally."

"She literally threw you?" Deadpool asked, then looked around. "Where are my guns?"

"Wade..." Pinkie lightly warned.

"Joking, just joking," Deadpool said. "Liar." "Shut up brain!"

"Anyway come on, I'll introduce you to my sister Maud!" Pinkie said.

"You have a sister?" Boom asked.

"I have three, but Maud lives closer, she lives in what we like to call, Ponyville adjacent," Pinkie said.

"What's Ponyville?" Boom asked.

Pinkie stood there a moment, a little confused by the question. "That's the name of this town. I thought Magneto told you, or even Sunset."

"Probably wasn't paying attention, this place is just so...distracting," Boom said.

Pinkie looked nervously to Deadpool, who simply shrugged. She turned back to Boom, "Well anyway, let's go explore a bit, shall we?"

"Lead the way," Boom said, almost non-caring. As she walked off, Pinkie trotted to Deadpool.

"You think I can do this right?" Pinkie asked.

Deadpool looked confused, "Pinkie, you're the last pony I expected to hear that from, if anypony can do it, it's definitely you."

"I'm just a tad bit worried, if this doesn't work out, it's more than a chance at Friendship she's losing, suppose Magneto becomes unhappy, or Celestia," Pinkie said.

"Pinkie, you got this, I got faith in you," Deadpool said. "I mean if this girl doesn't love you by the end of the day, I'll simply make it her last." Pinkie glared at Deadpool again, causing him to retract his words. "Again, kidding, come on Pinkie, you know me."

"I know you enough to know when you're joking and when you're not. Remember some jokes really aren't funny," Pinkie said. "But I know it's also your way of caring, just try to hold back a little."

Deadpool shrugged, "You know me too damn well, don't worry, I won't do anything that will upset you."

"Good, love you," Pinkie said, lifting his mask up a bit to kiss him, then trotted off with Boom.

Pumpkin looked to Deadpool, "You really think Auntie Pinkie can make friends with her?"

"Pinkie has a better chance than any of her friends in my opinion," Deadpool said. "It's hard not to like her. But I suppose we should help, I don't want her losing confidence."

"How?" Pound asked.

"You're both cute, use that to help out," Deadpool said. "I mean I could also threaten her with my guns and my swords, but Pinkie might find out, then she won't be happy, and if Pinkie's not happy, then I sure won't be."

"Weird, I don't think I've seen Auntie Pinkie Pie really get angry," Pound said.

"What about the time you spilled all the flour? She got angry then," Pumpkin said.

"Well, she didn't stay angry at least," Pound said, then looked to Deadpool. "Have you seen her angry."

"Not very often, and I'd rather keep it that way. We just need to keep an eye on Boom and be there to help Pinkie. Come with me, you two are about to become my sidekicks," Deadpool said.

Pound and Pumpkin looked to each other and had a big eager smile. "Alright!"

---

Back at Celestia's castle, she is sipping some tea, across a table from Magneto. Cap was standing nearby, keeping a close eye on the two.

"So, Mr. Magneto," Celestia said.

"Please dear, you may call me Eric," Magneto said.

"Alright, Eric. How long have you had your Brotherhood?" Celestia asked.

"A few years, I found some young mutants without a real home, so I took them in. I pitied the way they had been treated, no one deserved that," Magneto said.

"That also includes your two children, correct?" Celestia asked.

"Yes, Pietro and Wanda, good kids, I do regret not having been more prominent in their lives," Magneto said. "To not be of much protection to the judgement they've received from humans."

"Well, surely not all humans were harsh, were they?" Celestia asked.

"Even if they didn't express it, I could see the worry in their eyes. They know how strong my mutants can be, they'll do anything to keep them down emotionally," Magneto said. "So I started my Brotherhood, I vowed to protect them from all forms of Judgement, and to create a new world where mutants can live in peace."

"I would applaud that, Eric," Cap said. "If you didn't attempt to destroy human civilization. While I don't agree with how mutants are treated, you targeting humans is unforgivable. I've seen humans who get along greatly with mutants. Take Peter's Aunt May, she has been nothing but kind to several of the X-Men, including Wolverine."

"Perhaps," Magneto said, sipping his tea. "But what of those who don't? Especially ones with power?"

"Little by little, things change, you've seen how Spider-Man went from being disliked by many to being loved across the multiverse," Cap said. "It's wrong to treat others horribly, but it's even worse when you do things to justify their fears."

"You sound just like my dear friend, tell me, has Professor Xavier come to this world at all?" Magneto asked.

"A couple of times, and all the ponies he met treated him with the utmost respect," Cap said.

"Good, glad to know," Magneto said.

Celestia placed her tea cup down, looking straight to Magneto. "I can assure you that your Brotherhood will be given fair treatment, and that hopefully it will show you that not all non-mutants can be cruel to those with the abilities. Maybe you'll eventually give humans a second chance."

"I guess it won't matter, I don't think me or my Brotherhood will wish to return home," Magneto said.

"So long as you bring no real harm to the ponies of this world, then I have no troubles with you residing in this world," Celestia said.

"I thank you Princess," Magneto said. "And I'm sure my Brotherhood thanks you as well."

"What even gave you the idea to come here?" Cap asked.

"I've heard nothing but great things about this world, my curiosity eventually led me here," Magneto said. "Surely you understand good Captain, that I do genuinely want better for my Brotherhood, especially my children."

Cap merely stood there for a few seconds, before uttering one phrase, "Of course."

"Good, now then," Magneto said, getting a curious smile on his face. "Tell me, what forms of entertainment do you have in this world?"

Lessons Begin Part II

The day began to pass almost slowly for some of the Brotherhood, who were all being given their Friendship Lessons. Wanda herself seemed especially bored when sitting in one spot listening to Twilight's lectures on proper use of magic.

"The key is proper control, magic can easily get away from you, which is why concentration is an important lesson," Twilight said. "One reason I like to read a lot of books is because they teach ways of concentration, I like to keep my mind focused on one thing."

Twilight showed an example by using her magic to lift several objects and rotate them around her, getting some curiosity from Wanda.

"Huh, that's impressive I guess," Wanda said. "Not sure what this has to do with Friendship though."

"More than you think," Twilight said. "My study of Magic helped me realize that studying can only take me so far, that in order to improve myself in anything I did, I needed friends. The Magic that Friendship exudes gives me such strength, and it's my magic that helps me help other ponies."

"I still don't get it, having friends makes you better at magic?" Wanda asked.

"Not exactly what I'm saying, what I mean is that...well the Magic of Friendship is..." Twilight said. then scratched her head. "Being a teacher isn't going as easy as I hoped."

"Well then let me make it easy for you, let's forget this because it's a waste of time," Wanda said.

Twilight shook her head, "I can't abandon this now, we just started, it's just not an easy start, but that doesn't mean we give up just like that. I never give up on anything, no matter how hard it seems. If I did, I never would have gotten my wings."

"Gotten your wings?" Wanda asked. "What does that mean?"

"Oh right, there's still so much you don't know about Equestria!" Twilight had a giddy smile. "That's something I can easily teach you!"

Wanda backed off a bit, "Wait, forget I asked, let's just go back to the magic thing."

"No, this is perfect, if you learn more about our world, then it can help you," Twilight said, using her magic to grab a couple dozen books, much to Wanda's annoyance.

"I just had to ask," Wanda said very glumly.

As Twilight started going through the books, Wanda noticed Janet making her to the door. "That's The Wasp correct?"

"Huh?" Twilight stopped what she was doing as she turned her attention to Janet, "Oh yeah, that's The Wasp, or as I call her, my Sister-In-Law."

"Sister-in-law huh? Must be something to have one of The Avengers in your family," Janet said.

"Well to me she's just Janet, a good friend and a great wife for my little dragon brother and number one assistant,"
Twilight said, then called out. "Hey Janet! Are you off to see Spike!?"

Janet turned to Twilight, waving at her, "Sup Twi! Yeah I'm going to see how Spike's training is going!"

"Tell him I said 'hi', and ask when he'll be coming home again," Twilight said.

"Will do!" Janet said and left, leaving Wanda a little confused and curious.

"So...who exactly is Spike? I know you said little dragon brother, but is there anything else?" Wanda asked.

"Spike is a dragon I helped hatch when I was a very young foal, he was originally raised by Princess Celestia before being sent to live with me and my family. He became like my little brother, so overtime that's just what I began to call him," Twilight said.

"So now he's married to The Wasp? Wonder how that happened? Is he really strong or what?" Wanda asked.

"Well strength had nothing to do with why she married him, they just fell in love with each other and got married several months after they met," Twilight said. "They even had a baby together, if you'd like I can take you to see her."

"Sure, that sounds nice," Wanda said. In reality, she just wanted to get away from whatever lesson Twilight had planned.
"Great! Come on upstairs!" Twilight said, bringing her now pupil upstairs.

The two arrived in Hope's room, the young filly currently fast asleep in her bed.

"That's their daughter?" Wanda asked.

"Yeah, her name's Hope, Janet picked it out," Twilight said.

"Huh, she's kinda cute I guess," Wanda said.

"Yeah, she is," Twilight said, awing at her niece. "She's also the only known Pony-Dragon hybrid, well Janet's technically human but she has the form of a pony, so it somewhat counts. Honesty though it's not something I discuss much. Spike and Janet make it seem like I see her as a science experiment. I honestly don't, I just find it fascinating."

"Um, do they trust you?" Wanda asked.

"Huh?" Twilight asked.

"Do they trust you?" Wanda asked. "I mean if you're really Spike's older sister figure then don't they trust that you see her as your niece and not a science experiment?"

"Well, of course they do," Twilight said. "Why wouldn't they?"

"I'm just saying, if you find it fascinating that she's a pony-dragon hybrid, you shouldn't feel ashamed, I'm sure it's considered a great thing that two different species found love, that there can be co-existence, wouldn't you say so?" Wanda asked.

"Yeah, I suppose I get your point, but I do understand their concerns," Twilight said. "I mean I'd probably be a little annoyed if my friends just saw Mayday as a pony-human hybrid of sorts."

"I still say friends and family could be a little more understanding," Wanda said.

"Do you feel that sense of understanding from your father and brother?" Twilight asked.

"Not as much as I'd like," Wanda said. "Maybe things will be much better then."

"Well, are you trusting and understanding of your father and brother?" Twilight asked.

"Why would I be? They never gave me any of that," Wanda said.

"But if you want that Wanda, you need to show that yourself," Twilight said.

"Show what?" Wanda asked. "You expect me to give to them what they refuse to give to me? How is that fair?"

"Sometimes you need to set an example, show your family that you love them regardless of who or what they are, and I'm sure they'll be sure to follow," Twilight said.

"I shouldn't have to, especially not to my father, he should have been that understanding if me from the start, but half the time it feels like he cares when he needs my power," Wanda said.

"Well your father did bring you to this world, I think he's trying to make amends if he wants me to educate you about Friendship," Twilight insisted.

"Pfft, right, making amends, he just wants to escape from our r world and we're just an offering, a type of payment," Wanda said.

Twilight started to feel pity for this poor girl, she really seems to have had a troubled life. "Well, you can still make the most of it, just try to show them how much you're capable of caring. I'm sure it will be easier, especially with Rainbow Dash teaching your brother about Loyalty, just give it a chance, and remember that it depends on you just as much too Wanda."

Despite Twilight's advice, Wanda just didn't really seem to care that much, or she didn't want to. "This is pointless, if you only knew them you'd realize how silly that idea sounds."

"Wanda, I have a brother too, I know what you're going through," Twilight said.

Wanda looked curiously at Twilight, "Is your brother constantly a jerk who thinks of no one but himself?"

Twilight rubbed her head, "Well...no, we usually get along, but not always, I mean-"

"Twilight, whatever spats you've probably had with your brother can't possibly compare to my relationship. I'm sure any disagreeents you've had were resolved quickly, because I'm sure you have a better brother than I do. I remember when we fought you on Earth, he was there for you in an instant, Pietro mostly works with me if he has to," Wanda said.

"I'm sure he cares about you more than you think Wanda," Twilight said.

Wanda scoffed and trotted off, "I can't listen to this anymore, I'm going."

"Wanda!" Twilight said, following after her. "Come on, don't just walk away. We still have much to learn together."

"Yeah, learn how much better you have it than I do," Wanda said.

"I'm trying to teach you how to have that same happiness, please wait up Wanda!" Twilight pleaded.

Wanda was about to leave when she heard Trixie call out. "Don't tell me you're giving up already!"

Wanda looked back to Trixie, "What does it matter to you?"

"It matters a lot," Trixie said, approaching Wanda with a serious glare. "Because if you walk away from this, you're going to lose something special, and it will be a real shame if you lost it so quickly."

"Trixie?" Twilight said, trotting over.

"I got this Twilight, I'm not letting you lose a student," Trixie said. "You have no idea how lucky you would be to live in this house, everypony living here would say it's a wonderful and caring place. We already had one family member leave here, one of my favorites too thanks to his greedy foalsitters."

"Trixie...what have I said about you calling Flitter and Cloudchaser 'greedy'?" Twilight asked.

Trixie rolled her eyes, "Not like it isn't true, Rumble was just fine with us. Now he looks so miserable, that would explain his recent change in behavior."

"Rumble's just growing up, he's not gonna be a sweet little boy forever, now he's gonna become a sweet stallion...hopefully," Twilight said.

"Wait, who's Rumble?" Wanda asked.

"A colt that Peter and Twilight took in when his brother decided to rebel against Equestria just because he didn't like Peter," Trixie explained.

Wanda looked a little curious, "Huh? What do you mean by that?"

"Years ago a pony believed Peter was just another cause for trouble and tried to convince many others that he was right," Twilight said. "Needless to say it led to one big mess and his brother was left in our care because of that."

Wanda looked even more curious, "Um...so this colt, he also had trouble with his brother or something?"

"Not exactly, his brother did care about him, he just showed it in a weird way," Twilight said. "I haven't really had a chance to speak to his brother much though."

"I see," Wanda said. "So, how often do you see this colt?"

"Once in a while, he likes to come by, I like to go there," Twilight said. "Why do you ask?"

"No reason, just want to be sure the kid's alright I guess," Wanda said.

"Oh, would you like to go meet him? He's a really nice boy, I'm sure he'd love to meet you," Twilight said.

"I'm not so sure," Wanda said. "I'm not good with kids or anything."

"You'll be fine, it might help you on your Friendship Lesson," Twilight said.

Trixie raised her eyebrow in curiosity, "How exactly Twilight? Rumble's a sweet boy but how would it relate to the lesson?"

"She has some family troubles so maybe if she met somepony similar she'd understand the situation better," Twilight said.

"Family troubles huh? Makes sense since according to Peter she's the daughter of a Super Villain," Trixie said.

"Now I know how Spider-Man sees me," Wanda lamented.

Twilight rolled her eyes, "Peter means well, he's just not good with how he says things."

"Yes, he has trouble with his brain to mouth filter," Trixie said. "Sometimes it's amazing he even has friends, but with that annoyance comes a type of charm that most can't resist."

"Including you?" Wanda asked.

Trixie sighed, "Yes, including me. Sometimes I hate him for making me care about him so much."

Wanda scratched her head, "I don't think I'll fully understand this pony lifestyle."

"You will, I promise you that Wanda," Twilight said. "Look, just agree to come see Rumble with us sometime soon, you might like seeing him."

Wanda sighed in annoyance, "If I say 'yes', will you be happy?"

"We'll both be happy," Twilight emphasized.

"I doubt that, but fine, I'll just take your word for it," Wanda said.

"Good, in fact maybe we can go see him right now," Twilight said.

"Oh, can I come?" Trixie asked.

"Sure, I'll just let Peter and Mayday know, they should be in the lab together," Twilight said.

"The lab? There's a lab here?" Wanda asked.

"It's where Peter and Mayday like doing their experiments, just their way of bonding," Twilight said.

"It's weird imagining Spider-Man as a father, he seems more like a kid himself," Wanda said.

"Yes, he does act childish, but he also knows when to mature up, and I think he can balance it out...fairly well," Twilight said.

"Yes, now let us hurry, I want to see the look on my dear Rumble's face when he sees his favorite Auntie," Trixie said, leading the way.

"Trixie, wait up, we need the cloud walking spell first!" Twilight reminded.

Trixie stopped in her tracks, "Oh...right." She turned around keeping a straight face despite an embarrassed blush appearing. "Let us hurry then."

Twilight giggled and went inside with Wanda, the Brotherhood mare getting more and more confused by how these
ponies seem to operate.

---

Meanwhile with Rainbow Dash, she and Pietro are racing through a field, Rainbow Dash wanting to get a feel for his speed, mainly out of her own interest.

"I can see why you're called Quicksilver," Rainbow Dash said, wiping some sweat off her head. "Still, not as fast as me."

"Well I'm not used to being a pony, I usually run on two legs, not four," Pietro said.

"Yeah, it takes some getting used to," Rainbow Dash said. "Took me some getting used to having two legs, even though I've only been in a human form for less than a day."

"Really, did you do much?" Pietro asked.

"No not really, we just needed to talk to S.H.I.E.L.D. after fighting those jerks from Capcom, then later me and Johnny spent some time with the rest of the Fantastic Four, got to meet his sister Susan, her husband Reed, their son Franklin and Ben Grimm," Rainbow Dash said.

"How did you and The Human Torch end up together?" Pietro asked. "He never really struck me as a one girl type guy, I figured he'd be a wild bachelor for a few more years before settling down."

"That's just how awesome I am," Rainbow Dash boasted. "When I met Johnny he was just the wild guy you knew, he did flirt with a few mares, including Twilight, which I actually found hilarious at the time. Then over time we started hanging out and just like that, we began to fall in love with each other. He could have had any mare, but he knew just the one to pick."

"You sound really proud of that," Pietro said.

"Duh, there's a lot of things that I'm proud of, but the greatest accomplishment for me is being married to Johnny Storm. That and being Firefly's mother," Rainbow Dash said.

"So you're one of those family types?" Pietro asked.

"Pretty much, I am Loyal to my family after all, my husband, daughter, Scootaloo who's like a sister, and my parents. I love them a lot, but that should be normal, it's what families do," Rainbow Dash said. "What about you? I'm sure you're close with your father and sister, you're part of this Brotherhood thing."

"It's a bit more complicated than that, see I don't always get along with my old man, and my sister can be a real pain to deal with due to her moody attitude," Pietro said.

"Any reason she has a moody attitude?" Rainbow Dash asked.

"Got me, sometimes I can't figure out my sister, I mean I'd like to think I'm as good of a brother as I can be for her, but it's obviously not enough," Pietro said.

"Well if you love your sister, you gotta figure out a way to make it work, get what I mean?" Rainbow Dash said.

"Hey I do the best I can do, somehow it's just not enough for her, real pain in the neck," Pietro said.

Rainbow Dash tapped her chin in thought, "Well, how have you shown your sister that you love her?"

"Well to be fair, showing love isn't exactly easy, I figured standing by her side would be enough," Pietro said.

"Sometimes siblings need a little more, me I gotta work to show that I care about Scootaloo. Maybe a different story since she's not actually my sister, but I gotta make her feel like she is, because I can tell she wants and needs an older sister, so she can be like her friends," Rainbow Dash said.

"What about Johnny Storm? He's got a sister right, what does he do?" Pietro asked.

"Through Loyalty, he always proves his Loyalty to his family by being there for everything," Rainbow Dash said.

"But that's what I try to do, whenever there's a fight I usually try to help her," Pietro said.

"What about outside of fights? Little things like just spending time with her?" Rainbow Dash asked. "Johnny is all about spending time with family, in fact we're gonna be going to The Baxter Building soon, it's gonna be my first trip to his world in years, but it's something he's been wanting to do since the portals were permanently opened."

Pietro scratched his head a little, "Spending time? Look I get that 'quality time' is suppose to be important, but it's not really something we do much in the family. For us, time together is fighting together."

"That's good and all, but that shouldn't be all you do, suppose she starts to wonder if you'll care about her if she's weak?" Rainbow Dash asked.

"Well my sister is not weak, I can tell you that much," Pietro said, reminiscing his sister's strength. "But seriously, if she were weak, it'd be hard to be around her because she won't make for a good partner."

"See, that's what I mean, you're treating her like some ally you can trade away rather than unconditional love and family," Rainbow Dash said.

"Our family isn't known too well for unconditional love, so that might be a problem," Pietro said.

"And that's why I'm here, to teach you better. Seriously haven't any of the X-Men told you this?" Pietro asked.

"Probably their Professor, he's one of the only people my dad has the slightest amount of respect for. Me I just thought he was some weird old man," Pietro said.

"I really gotta get you on the right path here, family means a lot to me and Johnny, I never stopped talking with my parents and Johnny always keeps in touch with the rest of the Fantastic Four. You know what, I'm gonna talk with Johnny and see if we can get you to come with us to The Baxter Building," Rainbow Dash said.

"Wait what? You want me to come see you on your family trip?" Pietro asked. "Sorry but I don't think your husband's gonna want that, besides I just came to this world to get away from Earth, not to go back to it."

"It's only for a night, for a few hours, I think you can handle it," Rainbow Dash said. "It's part of your Friendship Lesson."

Pietro shrugged it off, "Fine, but I'm almost certain that Torch won't want me in his family's home."

"Let me worry about Johnny, I'm pretty good at getting what I want from him," Rainbow Dash said with her usual confidence.

---

At Sweet Apple Acres, Applejack is teaching Avalanche how to properly buck the apples from the tree. "You just gotta hit the sweet spot and boom," with a swift kick, the Apples came from the tree and into the buckets. "Easy as Apple Pie."

"So that's it? Looks kinda simple," Avalanche said and approached a tree. "Just gotta time it right and-" He did a swift kick that only brought down a couple of apples. "It didn't work."

"You didn't hit it at a good enough angle, but that's fine, it just means you need more practice," Applejack said, running over and bucking another tree, getting all the apples. "See, easy."

"Easy huh? I think I get it," Avalanche said. He trotted away from the tree and ran back to it, hitting it hard with another kick, getting few apples again. "Dammit, thought that would work."

"It's not about speed, it's about hitting it in the right spot. Like ah said, it takes practice, Remy didn't pick up on it easy either, now he's nearly a pro," Applejack said, pointing towards Remy, who had knocked the apples off his tree. "Even Apple Bloom struggled a bit at first, now she's about as good as ah am." Applejack then pointed to Apple Bloom, who was bucking trees very well, one after the other. "She's probably better than me at this point."

"I'll say, this is a bit harder than I thought it'd be, unless," Avalanche got into a stance and then started shaking the ground below.

"Whoa there partner!" Applejack said, trying to keep her balance.

"Ah! What's going on!?" Apple Bloom asked, holding on to a tree.

"Avalanche what are you doing!?" Remy shouted, getting his staff ready in the event of a fight.

"Making life easier, you'll thank me in a moment!" Avalanche said, shaking everything as the Apples began to fall. "See! Much easier!"

"That's great and all! But this might be a tad bit much!" Applejack said, holding onto a tree.

"What makes you say-" moments later some rocks started forming upwards, knocking down some of the trees.

"Avalanche! Cool it with your powers!" Remy warned.

Avalanche quickly stopped, much to the relief of the Apples.

"Whew, that was kinda freaky," Apple Bloom said.

Remy trotted angrily to Avalanche, "Mind telling me what the big idea was!?"

"I was trying to get the Apples from the tree," Avalanche said.

"It's called Apple Bucking, do that!" Remy shouted.

"Hey my way knocked down more apples, it's more efficient," Avalanche insisted.

"Creating earthquakes ain't efficient, do it the way my wife's teaching you!" Remy ordered,

"Man you're bossy, being a husband and father changed you," Avalanche said.

"Don't forget big brother!" Apple Bloom called out.

Avalanche looked confused, "You have a sibling?"

"She’s talking about me, she calls me her big brother since I am her brother-in-law," Remy said. "Point is do as my wife teaches you, if she wanted things done differently, she would have done it a long time ago."

"Mah sister's stubborn like that!" Apple Bloom called out.

Applejack glared at her younger sister, "Go back to yer apple bucking missy!"

Remy rolled his eyes, "Ignoring Apple Bloom's sassiness, Applejack's family has a tradition of using Apple Bucking to remove the apples from the trees, no magic, no fancy tricks, just plain apple bucking."

Applejack scanned the area they were in, "Might need to relocate fer now, lot of stalagmites, gonna have to fix this later."

"Hey I can fix it now," Avalanche offered.

"That's alright, apple bucking comes first, we got orders to fill after all," Applejack said. "Let's get moving y'all."

"That includes you too Apple Bloom!" Remy called out.

"On mah way!" Apple Bloom said, trotting over to her family.

---

At Rarity's Boutique, Pyro is waiting behind a counter, looking really bored.

"How did I end up staying at some clothing store?" Pyro wondered out loud, using his powers to move some fire across the air to cure his boredom.

"Have any customers arrived yet!" Rarity asked.
"No, none yet!" Pyro answered, then muttered, "Hopefully it stays that way for now, less others see me like this the better."

"Well do let me know! Also I have some guests coming over as well!" Rarity called out to Pyro.

"Guests? What guests?" Pyro asked.

"Some other fashion designers, new ones that need a place to show off their skills, I volunteered to show off their designs!" Rarity called out.

"Well what do I do when they get here!?" Pyro asked.

"Just send them too me, there's three of them. A young filly Lily Laces, a charming stallion Starstreak and a rather...unique mare, Inky Rose!" Rarity explained.

"Theses ponies have such weird sounding names," Pyro muttered to himself, then called out. "Alright! I'll let you know when they arrive!"

Seconds later, a knock had been heard, to which Rarity called out. "That might actually be them now, be a dear and go check!"

Pyro rolled his eyes as he trotted to the door, opening it to reveal three unusual ponies. "Um...Lily Lace, Starstreak and Inky Rose?"

"That's us, I'm Lily Lace, and these two are Starstreak and Inky Rose," one said, already sounding like an annoying teenager to Pyro's annoyance.

"You don't say," Pyro said, glancing over the three. He already got his first impression of Lily Lace, Starkstreak seemed oddly dressed as far as Pyro was concerned, and Inky Rose just looked really depressing. "So, you're all here to show your designs for Rarity huh?"

"Like yeah, wait are you also a fashion designer?" Lily asked.

Pyro resisted the urge to gag, "No, I'm just here to help Rarity, it's a Royal order from the sun Princess lady."

"You mean Princess Celestia?" Lily asked. "Wow, are you like, one of her students?"

"No, I'm like, just a regular guy who got stuck in a weird situation," Pyro said. He then called into the store, "Rarity! Your fashion friends are here!"

"Oh good, send them in!" Rarity called out.

Pyro gestured his head, "Come on in, Rarity's waiting."

The three stepped into the store as Rarity made her presence known. "Lily! Starstreak! Inky! It's so nice to see all of you. It looks like you've met Pyro, he's going to be taking some lessons from me for the time being, so my hope is that you all become good friends."

"So he's like, taking fashion tips from you?" Lily asked, then turned to Pyro. "Because if you are then you' re in luck, she's got a real eye for talent."

Rarity giggled a bit, "Oh you're too kind, but he's not taking fashion tips from me. He's here to learn about Friendship and Generosity."

"Because of Magneto and that Princess lady," Pyro said.

"Her name is Celestia Pyro, you really need to remember that," Rarity said.

"How does he not know Princess Celestia though? Where's he from?" Lily asked.

"He's actually from the same world as Spider-Mane and my husband, so he's growing accustomed to life in Equestria, which includes getting to know the names of our Princesses," Rarity said.

"Wait, there's more than one?" Pyro asked.

"Well I'm sure you've seen Princess Luna," Rarity said.

"Luna...sounds familiar, but which one was she?" Pyro asked.

"Blue mane, moon cutie marks, has wings and a horn much like Princess Celestia and Twilight," Rarity expained.

"Oh that one, she kept looking at me all smug like, me and my friends," Pyro said.

"Yes well...Princess Luna can be a tad cautious of otherworldly visitors, I mean she didn't trust Peter right away after all. Same with Johnny Storm and the Capcom Fighters...though they might have deserved it due to their attitudes at the time," Rarity said.

"Yeah well I don't like it, me and my friends have been getting looks like that for years, part of the reason we've grown to hate humans," Pyro said.

"Well you won't be getting that here, so you need not worry," Rarity said, then turned to her three fellow fashionistas. "But enough talk for now, I'm sure you'll love to get to know Pyro later, but we do need to get your clothes out for display."

"Yes, I really hope to show off what I have worked on, it's truly fabulous," Starstreak said.

"Mine is literally like a flowing river of water, because I like, made it after passing by a river and hearing it's water flow, it's like, totally the right inspiration for a dress," Lily said.

"I had something, but after hearing your friend's talk of rejection and hatred, I may have thought of a new idea for my clothes," Inky said.

Rarity gasped in excitement, "You hear that Pyro? You have inspired a fashion idea! Ooh we're making some great progress so far!"

Pyro scratched his head as he turned to Inky, "Well you do seem like an emo type, so I guess this type of stuff would interest you."

"I can see it in your eyes, you have years of hatred and anger, but a hint of sadness too," Inky said. "Your soul is like an endless pit of despair, waiting for it's salvation from the judgement of others."

Pyro stood there very awkwardly, glancing a bit at Rarity and the others before turning back to Inky, "You're quite the observational type."

"It's something I do," Inky said.

"Right...anyway," he whispered to Rarity, "I don't want to be alone with her."

"Oh relax, they're coming with me anyway," Rarity reassured, then focused back on the others. "Come on, it's fashion time!"

Rarity led the three away as Pyro sighed in relief, "Even this world has it's share of weirdos." He let out a shudder at the thought of Inky Rose. "That pony creeps me out, and I thought Wanda was out of her mind."

---

Back with Twilight, Trixie and Wanda, the three were on a Hot-Air Balloon on their way to Cloudsdale. Twilight was excited to introduce Wanda to Rumble, eager to show Wanda more of her family and further show Wanda just how important family is. Trixie just wanted to see Rumble, she really missed her favorite colt.

"Almost there, I can't wait for you to meet Rumble, he really is the sweetest little colt," Twilight said.

"How long have you known him?" Wanda asked.

"Well I met him and his brother a long while back, but I didn't really get to know him until about two years ago when me and Peter took him in after an incident involving his older brother," Twilight said.

"You don't wanna meet him, he's so arrogant and thinks he knows everything," Trixie said.

"What happened with his brother?" Wanda asked.

"Long story, try not to mention it to Rumble, I think it still upsets him," Twilight said.

"I'm still upset by it, but I suppose if that didn't happen then I never would have gotten to know my dear Rumble," Trixie said.

"Huh, one bad thing led to a good thing, kinda weird how that goes," Wanda said.

"I see it as...finding a positive in a negative," Trixie said. "I had to reach a low before I got up high, that being having a new family thanks to Peter and Twilight."

"And we're happy to have you Trixie, but I do find what you said interesting Wanda, that good sometimes comes from bad?" Twilight said.

"Isn't that how it is with heroes too? That they're only heroes because of the villains, because villains do certain things it allows heroes a chance to prove how good they are," Wanda said.

Twilight tapped her chin, "Never thought of it that way."

"Makes me wonder what great good Spider-Man has done in the aftermath of something bad," Wanda said. "I wonder if he had troubles that turned into positives?"

"I'm sure he's had many, given his string of bad luck," Trixie said. "Maybe it's that bad luck that led to his eventual good luck."

"Spider-Man has bad luck? Like what?" Wanda asked.

"I can give you a list later, some of it's quite humorous," Trixie said.

"That'd be interesting to see," Wanda said with a slight smirk. "Spider-Man at his lowest."

Twilight furrowed her brow a bit at that, she knows what Peter's like at his lowest, remembering how he felt each time he was reminded of his failures, such as his failure to protect old girlfriend, Gwen Stacy.

It hit her then, the reminder of Gwen Stacy, and how she met Peter some time after that. Is her marriage because of something bad having happened? If Peter was able to protect Gwen would that mean that Twilight wouldn't be married to Peter? Was the demise of Gwen Stacy a blessing for Twilight? Perhaps it was better not to think about that.

"We're almost there, Twilight don't forget that spell of yours," Trixie said.

"Huh?" Twilight said, snapping out of her daze. "Right, the cloud walking spell."

"Or that other spell...the one I hear you gave Rarity?" Trixie said, shifting her eyebrows up and down.

Twilight shook her head, "No Trixie, that spell isn't a good idea, the cloud walking is enough."

Trixie pouted, "Aw, kinda wanted to show them to Rumble, make him think I became an Alicorn. He always told me I'd make a great Alicorn Princess."

"Rumble just loves complimenting and flattering you," Twilight pointed out.

"Well I am his favorite after all," Trixie boasted.

Wanda just looked confused about everything, "Um, so to come to this city, you need a cloud walking spell?"

"Yes, that or be a Pegasus," Twilight said. "Only Pegasus Ponies can walk freely on the clouds."

"That's hardly fair," Wanda said.

"It's how our magic works, but it's not like you'll be in Cloudsdale all that much," Twilight said.

"I guess...wait you don't need a spell right? Since you have wings?" Wanda asked.

"Technically no, even though I'm not actually a Pegasus," Twilight said.

"So how do you have wings and a horn?" Wanda asked.

"Because I'm an Alicorn, the fourth one in Equestria, far as I know," Twilight said.

"What are Alicorns? How come there's so few?" Wanda asked.

"Well Alicorns are the Princesses of Equestria, all of them had to earn their wings, or their horn, maybe both depending on how they were born," Twilight said.

"So you weren't born with them," Wanda clarified.

"Corrent, I was born a Unicorn, then after solving one of Starswirl the Bearded's spells, I became an Alicorn Princess, and my duty was to spread the Magic of Friendship across Equestria," Twilight said.

"Not just Equestria, now anywhere you can," Trixie said.

"Exactly, this world, Marvel and even Capcom if they so wish," Twilight said.

"Still, Princess of Friendship? Do you have your own land at least?" Wanda asked.

Twilight tapped her chin, "Well...I could count Ponyville, but I'm not really in charge of most things that go on there, I just at least keep it safe. My sister-in-law Cadance, the third Princess, she's the Princess of Love, but she's in charge of an Empire alongside my brother, only because they needed a new ruler."

"So you could get your own Kingdom if you wanted to is what you're saying?" Wanda asked.

"I guess, I would prefer not to be in charge of a whole Kingdom, at least not yet," Twilight said.

"I would, I would name it Trixie Land," Trixie boasted.

Twilight sighed in mild annoyance, "Let's just get ready, we're almost at Cloudsdale."

The trio arrived at the balloon stop, Twilight quickly applying the spell to Trixie and Wanda.

"So it's totally safe to walk on the clouds right?" Wanda asked. "I'm not gonna fall through?"

"Of course, here I will show you," Trixie said and jumped onto the cloud, walking on it with no trouble. "See? Easy."

"If you say so," Wanda said, cautiously stepping on a cloud. To her relief the spell worked and she wasn't falling through. "Oh good."

After she got off, Twilight flew ahead of the two, "Rumble's house is this way, come with me."

The two followed Twilight down the path of Cloudsdale, Wanda marveling a bit at all the Pegasus ponies that flew by.

"Weird, this seems like something out of a Fairy Tale, never once did I think I'd see a real Pegasus, and this is coming from someone with mutant powers," Wanda said.

"Peter was just as amazed when he first came here, in fact most of his friends were," Twilight said.

The three arrived at the front door of Rumble's house within minutes. Twilight took the initiative to knock, the three waiting for an answer.

"So this colt, you sure he's friendly?" Wanda asked.

"Of course, he's a sweetheart, you're going to absolutely love him," Twilight said.

The door opened to a surprised yet happy looking Rumble. "Twilight! Trixie!"

"Rumble!" the mares said in unison and embraced the teen colt in an affectionate hug. Wanda stood by a bit awkwardly, unsure of how to act right now.

Twilight turned Rumble's attention to the Maximoff girl, "Rumble, I'd like you to meet Wanda." Twilight turned to the girl beside her, "Wanda, meet Rumble."

"Um, hi," Wanda said casually waving.

"Wanda huh? You look cute," Rumble said, almost flirty like. "Are you a new friend of Twilight?"

"I'm actually her friendship student," Wanda said, blushing from both the awkward feeling and from having been called 'cute'.

"Friendship student huh? Well any friend of Twilight is somepony I'd like to get to know, come on in," Rumble said, gesturing the ponies inside.

"Sounds great, let's go in Wanda," Twilight said, gesturing her inside.

"Right, sounds good," Wanda said, walking inside along with Trixie.

Rumble led the three mares to their living room, where he sat on the couch, gesturing for them to do the same.

"Wanda, why don't you sit closer so Rumble can get to know you better," Twilight suggested.

"Yeah, I'd like to meet the lucky mare that gets to learn from Twilight," Rumble said, patting the seat next to him.
Wanda looked a little unsure, deep down she felt a tad bit nervous talking to this colt, even though he seemed very friendly.

"Go on Wanda," Twilight encouraged.

Wanda sighed heavily and trotted to the couch, sitting between her teacher and this new colt.

"So Wanda, how did you meet Twilight?" Rumble asked.

"Through my father, he wanted me, my brother and some...friends, to learn about this world, and the best way to do so is through Friendship is seems," Wanda explained.

"Well you can't ask for a better teacher than Twilight," Rumble said. "But now I'm curious, what do you mean by 'this world'? Are you from Peter's? Are you Marvel?"

"Yeah, I'm...Marvel as they call it," Wanda said.

"Are you a Superhero?" Rumble asked excitedly. "What are your powers!? Are you on a team!? Did you ever fight alongside Peter!?"

"Whoa easy Rumble, one question at a time," Twilight said, hoping to calm her former adoptive son's excitement.

"Right, sorry Twilight," Rumble said. "I just think Peter's world has so many cool Superheroes, so it's fun to meet new ones."

"Well sorry to disappoint you kid, but I'm not exactly a Superhero," Wanda said.

Rumble looked curious by that statement, "Not a Superhero? Are you training to be one...oh, I remember that there was a school there for people with powers, are you from that school? Did Logan ask for you to come? Or one of the other X-Men?"

Wanda wanted to go into proper detail, but given the look in his eyes, she didn't want to let him know everything about her just yet. "Yeah...Cyclops sent me."

"Cyclops? Which one was he again?" Rumble asked.

"Um...ever see a guy with a blue suit and red goggles?" Wanda asked.

Rumble tapped his chin, "I think so..." He turned his attention to the Friendship Princess, "Hey Twilight, did I ever meet Cyclops?"

"You might have seen him at the weddings, he was definitely at Logan and Fluttershy's wedding," Twilight said.

"I think I might know him then, so he sent you?" Rumble asked.

"Yeah, he and my father, who knows the Professor at the school you mentioned," Wanda said.

"That's so cool, so are you ever gonna be a Superhero? Or is there something else you want to do?" Rumble asked.

Wanda was about to answer, then felt stumped, "Huh, I never thought about that."

"Wanda's trying to find her place," Twilight said. "That's one of the reasons we're helping her."

"Yeah, I haven't had a lot of time to figure out what I want to do, I've mostly just been following my brother and his friends," Wanda said.

"Do you look up to your brother?" Rumble asked.

"No way, he's such a screw up, he's also way too overconfident for his own good and he acts like he knows everything," Wanda said.

"Cocky brother? I can relate, but I'm sure he at least cares about you," Rumble said.

"I'm not even sure, everyone thinks that but his actions say otherwise," Wanda said.

"Sometimes they're like that, it doesn't mean they don't care, maybe have a chat with him and see," Rumble insisted.

"It's hard even getting him to stand still long enough to talk," Wanda said. "It won't work."

"You won't know until you try," Rumble said. "But anyway, back to you, what are your powers?"

"I can lift things with my mind and create strong blasts," Wanda said. "Back home, they call me 'The Scarlet Witch'."

"Scarlet Witch?" Rumble asked, then turned to Twilight. "Don't you call yourself 'The Amethyst Witch?"

"Yeah, pretty similar names," Twilight said with a slight blush.

"Does your brother have the same powers?" Rumble asked.

"No, he's got Super Speed," Wanda said. "He's faster than most humans, and I guess most ponies too."

"At least on hoof," Trixie added.

"Super Speed?" Rumble asked. "That's such an awesome power, I like to fly really fast, but I bet with Super Speed I can fly laps around this world in seconds!"

"I don't see the appeal," Wanda said. "But that's just me."

"Where is your brother though? Is he in this world?" Rumble asked.

"Yeah, he's with some pony named Rainbow Dash, she's teaching him about Loyalty or something," Wanda said.

"Rainbow Dash is the perfect pony for that, she's really Loyal to her friends," Rumble though it over a moment. "Even if it's to a fault."

Wanda looked curious, "How can you be Loyal to a fault?"

"Too much Loyalty can also mean intense over protection," Rumble explained.

"One must not let even good traits could their judgement," Trixie said.

"I wonder how Rainbow Dash is doing right now?" Twilight wondered.

"Just hope my brother hasn't gotten on her nerves already, it'd be a shame if he was the first one to fail his lessons," Wanda said. "Especially if before any of the Brotherhood learning from the wife of an X-Men."

"Brotherhood?" Rumble tapped his chin. "I feel like I've heard that name once or twice."

"We'll explain later Rumble," Twilight said. "As for Rainbow Dash, I think she can handle teaching your brother Wanda, somehow I think the two will get along quite well."

"I'd like to meet your brother soon, but I still want to talk to you first Wanda, I bet you have so many amazing things to talk about," Rumble said.

"Not really," Wanda said, then saw a somewhat disappointed look on Rumble's face. Letting out a reluctant sigh, she continued on, "But I'll try to make it a little interesting."

Rumble seemed very eager to listen as Wanda explained parts of her life, leaving certain details out.

---

Back at Rainbow Dash's house, she and Johnny were having a bit of a discussion regarding Pietro going to see Johnny's family.

"Um, Dash, I know you want to help out Quicksilver, but somehow I don't know if bringing him along on dinner with the family is going to help much, I'm kinda worried he's going to do something to tick off Sue, and she's pretty scary when she's ticked," Johnny said.

"I'll keep him on his best behavior, but I think it's good for him to see a proper family, maybe that will help his relationship with his sister and that way both of them can learn from their time here," Rainbow Dash said.

"I get that, but inviting Magneto's son into a high tech lab might go wrong in so many ways," Johnny said.

"Like how? What does Reed have in his lab that Pietro shouldn't find?" Rainbow Dash asked.

"You mean besides possible designs for high tech stuff Reed might be working on?" Johnny said.

"What's he going to do with that though? I don't think he's a science designer or whatever they're called," Rainbow Dash said.

"Think you mean Inventor babe," Johnny corrected. "And no, but suppose he finds something and tries to sell it to another villain, there are plenty of sciencey villains in our world. Thinking about it, The Baxter Building has a portal to the Capcom world, suppose he goes there? Mega Man fights a Mad Scientist after all."

"I'll keep an eye on him Johnny," Rainbow Dash said.

Johnny shook his head, "Dashie, he has Super Speed, he could search, find something, and sell it before we could even take the first bite of our food."

"He's fast, but I'm just as fast, even as a human I can fly at high speeds, and I'm pretty good at noticing speed too, I've learned how to from my spars with Peter," Rainbow Dash said.

Johnny let out a big sigh, trying to think of something else, "Even if he's not going to try anything like that, there's still some dangerous stuff in Reed's lab, I mean he might end up in The Negative Zone, I'm pretty sure Magneto will be pissed if his son gets trapped in a world full of ferocious monsters."

"Why would Reed even have random access to a portal like that?" Rainbow Dash asked.

"I don't know, Reed just does things, dude barely even labels things, which in a lab like that, really isn't the smartest idea because you don't want to confuse a cup of fruit punch for some beaker with chemicals," Johnny said.

Rainbow Dash snickered a bit, "Wow, life with your family must be something, sounds like excitement awaits all the time."

"You have no idea," Johnny said. "Back to my point though, even if I did agree with this, how would we explain this to Reed? My family doesn't know about this reformation plan that Celestia has going, and I don't think they'll be quick to trust Pietro. Remember he helped Doctor Doom years ago, he along with his sister was one of the reasons Ben got captured and controlled, I don't think they're going to want him around."

"Well just let me talk to Reed about this then, I'm sure I can get him to agree," Rainbow Dash insisted.

Johnny shrugged it off, "If you think you can convince him, anyway where is Pietro anyway?"

"He's practicing his flying, he wants to be as fast in the air as he is on the ground," Rainbow Dash said.

"Really...Well, not like he'll be any faster than us," Johnny said.

Rainbow Dash chuckled a bit, "Hey it's nice to have a little extra competition."

"Right, competition," Johnny said with a hint of arrogance. "Back to what I was saying, you can try asking Reed, I don't know if he'll be alright with that."

"I'll give him my word as a Wonderbolt," Rainbow Dash said.

"...Not sure if that really means much," Johnny said.

"Wha-dude!?" Rainbow Dash said. "A Wonderbolt's word is sacred!"

Johnny did a half shrug, "I'd believe that, if our captain wasn't such stuck up, arrogant, bi-"

"Spitfire might be a little arrogant," Rainbow Dash interrupted. "And I get that the nicknames thing is a bit...demeaning. But she's still an honorable member of the group, and she leads the team well."

"I think we'd do a better job than her," Johnny said. "Who knows, maybe one day you or I will become captains, maybe both. We'd lead them as a couple, that sounds pretty badass," Johnny said.

"It does sound awesome," Rainbow Dash admitted. "Let's just focus on doing our best right now. Who knows, maybe if Pietro really starts to like Equestria, and increases his wing speed, he can become a Wonderbolt as well."

"Think they'll even let him in?" Johnny asked. "I don't think Spitfire wants former villains, or anypony that's a disgrace in any form. I mean both Thunderlane and Lightning Dust pretty much blew their chances with their decisions."
"Come on, I'm sure Spitfire isn't that shallow," Rainbow Dash said. "Look, let's discuss this later, we gotta get to The Baxter Building so we can talk to Reed about letting Pietro into our dinner plans."

"You'd have better luck convicing him that magic is real," Johnny said.

"...He doens't know magic is real?" Rainbow Dash asked. "What about Doctor Strange? He's even seen all of Equesteria! He knows Twilight! He knows the Princesses!"

"You'd think that'd be enough to convince him, like I said, he's one stubborn dude," Johnny said.
Rainbow Dash felt this could be quite a dilemma, if she wasn't confident in her abilities to sway the decision of the Fantastic Four leader, "I think I can get through to him, I can be quite persuasive."

"I won't try to stop you Dashie, I'll even stand by your side when you try," Johnny said.

"That so? Well it's great to see your confidence in me," Rainbow Dash said.

Johnny nervously smiled, "Yeah, confidence...anyway we'd have to go all the way to the castle to use that portal though, and you have to tutor Pietro about this Friendship Lesson, when are even going to find time to talk to Reed?"

Rainbow Dash scratched her head, not having thought of this possibility, "Well...maybe-"

"Also don't even think about asking Reed at the last second, both he and my sister will be extremely furious," Johnny warned.

"Dang, um...shoot what should I do?" Rainbow Dash wondered.

"I guess leave him at the castle for a moment while you go talk to Reed, that's the only thing that might make sense," Johnny said.

"Wait, can't we call Reed? Don't you have a communicator or something?" Rainbow Dash asked.

"You really wanna ask him this over a phone?" Johnny asked. "Fine, I should have something." Johnny quickly flew to his room to find a phone.

Rainbow Dash took the opportunity to look outside her home, watching as Pietro zipped around the skies, proving his abilities as one of the fastest. Scootaloo was also outside, keeping an eye on him, at least the best she could.
"He flies so naturally," Scootaloo commented. "Wish I could get that speed."

Pietro landed down in a skid, wiping some sweat off his head, "These wings were easier to figure out than I thought, guess I'm a natural."

"You sure are," Scootaloo said, getting his attention. "You're almost as fast as Rainbow Dash."

"What do you mean 'almost'? How fast is she?" Pietro asked.

"Hm..." Scootatoo tapped her chin. "Well, for starters she can pull off a really cool trick called 'The Sonic Rainboom', she needs to go really, really fast to do that!"

"A Sonic Rainboom?" Pietro asked. "Well I've heard of a Sonic Boom, but never Sonic Rainboom, though I can only imagine they're pretty much the same thing," Pietro said.

"I guess, I mean Rainbow Dash is the only pony who can do that, so it's still a bit of a mystery," Scootaloo said.

"Well anyway, if she can do a 'Sonic Rainboom', maybe I can do something similar, and better," Pietro boasted.

"Aren't you supposed to be learning Friendship stuff from her?" Scootaloo asked. "It sounds like you're more interested in competing with her."

"I can do both," Pietro insisted. "Who knows, maybe that will help us become friends."

"Well it's hard to argue that logic," Scootaloo said.

"What about you? Can you fly as fast?" Pietro asked.

"No, I can barely fly at all, I've gotten better recently but I'm still learning," Scootaloo explained. "I'm kind of a late bloomer when it comes to flying."

"Well better late then never at all," Pietro said.

"Yeah I guess," Scootaloo said.

"Don't 'guess', be happy with that," Pietro said. "Seriously don't be one of those 'down on your luck' type of people, or ponies, be happy that you're even able to do this much, it's better than not being able to do it at all."

Scootaloo tapped her chin, "I guess I can see-"

"Kid, what did I just say about the guessing?" Pietro reminded. "You need confidence, that's the key to success."

"I have confidence!" Scootaloo insisted. "I just like being humble."

"Pfft, humble, right," Pietro said. "I can tell the difference between humility and lack of self confidence. Then again no one I team with has a shred of humility, have you seen Toad? Kind of a slob, and don't get me started on Pyro."

"Right...so what's it like having Super Speed? Like if you're running fast, how do you know when to stop? Is it hard to slow down?" Scootaloo asked.

"Time basically moves extra slow when I'm going fast, so it's easy to see where I'm heading," Pietro said.

"That's so cool, must be fun having super speed, you're the second human I've heard of that had super speed, first one being The Flash. Ever heard of him? Are you faster than he is?" Scootaloo asked.

"I know The Flash, and I'm pretty sure I'm faster than that old man," Pietro boasted. "Not even a contest."

"Wow, well I'll let you get back to what you were doing, don't wanna keep distracting you," Scootaloo said and began to turn away.

"Kid if you were a distraction I probably wouldn't have even given you the time of day," Pietro said. "That and Rainbow Dash might get a little pissed about me ignoring you so hard to really say. But just take my word for it alright?" Pietro said.

"Sure thing...um, Pietro right? I know Rainbow Dash already told you, but I'm Scootaloo," the young filly introduced.

"Scootaloo huh?" Pietro asked. "It's a pleasure to meet you."

First Day Wrap Up

The day passed with little trouble, so far at least. Peter, Twilight, Trixie and Wanda were finally heading home after Rumble had spent all day chatting with the Brotherhood mare.

"It was nice speaking with you Wanda, come by again sometime," Rumble said.

"Sounds good," Wanda said, partially truthful. She did like his company, but she still felt a little odd around the affection she received.

"Don't be a stranger Rumble, come by more often!" Twilight said.

"Yes, please, your presence is still greatly missed," Trixie said.

"I miss you as well Trixie, one day I'll come back," Rumble reassured.

"I'm holding you to that!" Trixie said as the three mares left.

Rumble waved bye, then chuckled to himself. "Wow, more Marvel Heroes, such an attractive girl too." Rumble blushed a bit, then shook it off. "Can't think that way, I already have a marefriend."

Back with the three mares, Wanda felt a little off. Twilight noticed and attempted to speak to her, "You look a bit distracted, is everything alright?"

"It's fine, that colt was just...really friendly," Wanda said.

"Rumble's a sweet young stallion, his foalsitters taught him well," Twilight said.

"And myself in the three months he stayed with us," Trixie bragged.

"Plus he looks up to Peter, he wants to be as great of a hero he is someday," Twilight said.

"What is it about Spider-Man that people love anyway?" Wanda asked. "Like, why did you fall in love with him?"

Twilight chuckled slightly, "That's easy, it was his sweet and caring personality, he's as strong as he is sensitive and always puts others before himself."

"He's also easily approachable as well," Trixie added.

"That too, he seems to have the ability to make friends with anyone he meets, so long as they're willing to give him a chance," Twilight said.

"Funny, I always pegged Spider-Man as unbearable, he really seems to do a good job at irritating others," Wanda said.

"Well he's also just really playful," Twilight explained. "I do admit, it can be a bit frustrating to hear his really...not so well delivered jokes..."

"That's putting it too nicely," Trixie said.

"But when you look past that, he's a really nice guy, and I'm proud to call him my husband and the father of my daughter," Twilight said.

"Think of it this way," Trixie said. "Once you get to know Twilight and how she operates, that's how you can tell Peter's not all bad, because there's no way Twilight would have married him if he were a complete buffoon."

"Geez Trixie, you make me seem like a snooty Princess," Twilight said.

"Hey you yourself said you can tolerate his idiotic nature so long as he's as sweet as he is annoying," Trixie said.

"Well pardon me for wanting to make sure my husband isn't just a child in an adult's body," Twilight replied, getting a little irritated.

"Like my brother?" Wanda asked.

"Well I don't know your brother well enough so I can't make that comparison," Twilight said.

"I just hope your rainbow hair friend has good patience," Wanda said.

"She's married to Johnny Storm, I think she's got patience covered," Trixie said. "Not that she's any better though."

Twilight groaned in frustration of her friend's negative light of others. "Trixie it's kinda hard to teach Wanda the good in others if you keep pointing out the bad."

"Oh Twilight, sweet and loving Twilight," Trixie said, much to Twilight's confusion. That almost reminded her of the old Trixie. "Everypony has bad qualities, even a pony as magnificent as myself, small as they may be, and really hard to detect." Neither Twilight nor Wanda believed that for a second. "It's important for Wanda to be aware of these bad qualities and learn to accept them as part of that pony, then she'll have an easier time making friends. Anyone who's friends with Peter learned to accept his bad habits. Take Logan for example, you really think he likes Peter's immature nature? He only tolerates it because he respects Peter for who he really is, he's not pretending there's nothing wrong with Peter, just overlooking his faults, that's what Wanda needs to do to get a better life here."

Twilight was amazed that Trixie had made such a good and agreeable point. Hardly surprising to the Princess, since Trixie has different experiences than Twilight when it comes to relationships, she might even have similar experiences to Wanda. "That's great input Trixie, I've never really thought to teach her things like that."

"Helps to have a second opinion on things," Trixie said. "Especially to better understand things from Wanda's perspective."

"Well how do you look past the flaws of others like Spider-Man and my brother?" Wanda asked.

"By accepting that we each have flaws of our own, and are not as perfect as we'd like to think," Trixie said, once again surprising Twilight. Even though Trixie's much nicer than when they first met, she still had some narcissism, so hearing Trixie say stuff like this still amazes Twilight.

"Peter is perfectly able to look past the flaws of anyone, which makes him even more easier to approach," Twilight said. "If he didn't, Trixie wouldn't be our friend right now."

"Even at my lowest Peter offered me a hoof in Friendship. Thankfully I accepted it, not sure where I'd be otherwise," Trixie said.

"You had a tough life?" Wanda asked.

"Sorta, I was actually a moderately successful stage magician, until a certain group of ponies ruined it, I won't say any names," Trixie said, slightly glaring at a nervously smiling Twilight. "That caused my career to spiral down, so I had to resort to sneaky tactics to survive on my own."

"Sneaky tactics?" Wanda asked. "Yeah, I get what you mean there."

"Funny that is how I met Peter, I tried to make off with his stuff, then I blackmailed him into letting me stay at his house," Trixie said. "Fond memories of me and my best friend."

"Might I suggest you not try what Trixie did," Twilight said. "It likely won't work out at well."

"I figured as much, so what now?" Wanda asked.

"Well, it's nearly dinner time, I'm sure Peter's aunt cooked up something nice," Twilight said. "Though would you like to stop by Rainbow Dash's house and see your brother?"

"I'll pass on that," Wanda said.

"Wanda, part of this is trying to get along with your brother," Twilight said. "I mean don't you want to be at peace with your family?"

"Probably far too late for anything like that," Wanda said.

"Never say that it's too late for anything, the fact that both of you are here learning about Friendship shows that it isn't too late to start trying," Twilight said.

"It can't hurt to just say 'hi', you don't have to stay for a full conversation if you don't want to," Trixie assured.

Wanda shrugged it off, "Fine, I'll just go with it."

"Great, on to Rainbow Dash's house," Twilight said.

The three made their way toward the hot-air balloon, on route to check on Pietro.

---

At Sweet Apple Acres, Avalanche had just finished his day of work, needless to say, the Brotherhood mutant was completely exhausted.

"Never wanna see another apple tree again," Avalanche lamented.

"Tough break pal," he heard Remy say. "Cause as long as you on this farm, you gonna be seeing a lot of apple trees."

Avalanche groaned in annoyance, "Well that's just fine and dandy."

"Sure is," Applejack said, walking into view. "Now ah know it seems like a lot, but you'll get used to it in time."

"Not sure how anyone can get used to this physical labor, quite frankly I'm surprised you and Gambit are still together," Avalanche said.

"What, you think I'm lazy or something?" Remy asked, clearly offended.

"Well you do prefer the easy way don't you? Besides a guy who came from a Thieves Guild isn't exactly the type who seems like they enjoy hard work," Avalanche said.

"First off being a thief ain't a lazy job, there's a lot of planning that goes with it," Remy explained. "Second That's in the past, being married to Applejack, working on this farm, it's given me a better lease on life mon ami, it can do the same for you," Remy then realized a certain choice of words. "Without the being married to Applejack part."

"I'm not exactly interested in marrying a horse anyway," Avalanche said, much to Applejack's and Remy's annoyance.

"You make her sound like some wild animal," Remy said. "Better watch yourself, unless you want to go back to Earth and be at the mercy of the X-Men or anyone else you might have pissed off."

"I'm just being honest, I thought that was the point of all this," Avalanche said.

"Honesty is good, just be careful on how you say it, otherwise you'll likely rub somepony the wrong way," Applejack said. "Ah speak from experience on this, don't make those same mistakes."

Remy smirked at the memory, perhaps it wasn't a good idea for Rarity to get Applejack's opinion on the clothing designs from some ponies. Good thing everything worked out.

"Fine, I'll mind my tongue," Avalanche said, albeit sarcastically. "Can I just get to bed or something?"

"First we gotta eat, now wash up and come down in thirty minutes, Granny's making something special fer all of us," Applejack said.

"Oh joy, I can hardly wait," Avalanche said, still sarcastic.

"Just go wash up," Remy ordered, getting a bit annoyed by Avalanche's attitude.

Once the terrain controlling mutant left, Remy turned to Applejack, about to say something but she put her hoof up. "Ah know what yer gonna say, yer gonna say this is a waste of time and we should just send him back to his world."

"Took the words right out of my mouth," Remy said. "Seriously Applejack, this is a pointless waste of time, he ain't the type to change so easily."

"I understand how skeptical you are but everypony deserves a chance, he hasn't done anything too bad today, aside from his complaints, but that's to be expected," Applejack said.

"I'm still not sold on this," Remy said. "Besides his powers are dangerous, they could destroy the farm, and I don't think either of us want your sister, brother, grandmother and our baby boy to be in danger because that guy's got a bad attitude."

"If anything happens, I'm quite sure that all of us can take care of each other, and Oliver," Applejack said. "Look, to make you feel better, we'll give him til the end of the week. If he doesn't improve enough to our standards, then we can tell Celestia and that Magneto fellow that the deal's off, that good with you?"

"One week seems like a long time with this guy," Remy said. "But I guess I can compromise."

"I got this Remy, I think I can get through to him. He just needs a friend, ah mean, if the X-Men never gave you a chance, ah never would have found myself a great husband," Applejack said.

Remy did a light yet smug scoff, "Charming as I am, a mare as beautiful as you would still have plenty of options to pick from."

"Just take the compliment Remy, point is that I'm happy you ain't the guy you said you once were," Applejack said. "Anyway we should probably wash up too, hopefully Avalanche won't take too long."

"We can save time if we go in together," Remy said, shifting his eyebrows up and down.

Applejack rolled her eyes in playful annoyance, "That seems to be yer favorite go to line, like ah said, save it for the bedroom."

---

Back with Twilight, Trixie and Wanda, the three arrived at Rainbow Dash's house, Wanda taking time to observe the area.

"Huh, it's pretty big, and it's made of clouds," Wanda said.

"In Equestria, most Pegasus ponies prefer to live on clouds in the skies, it makes them feel more in place," Twilight said.

"Not all of them prefer the skies however, such as Fluttershy, she prefers the ground more," Trixie said.

"Which one is Fluttershy?" Wanda asked

"The Pegasus with the bright pink mane," Twilight said.

"The one married to Wolverine," Trixie added.

"Oh, right I remember now, she's the one Toad was assigned to," Wanda said.

"Right, but Rainbow Dash loves being in the skies, so naturally her home would be on the clouds," Twilight said.

"So why doesn't she live in that city we were just at?" Wanda asked. "There's a lot of sky and clouds there."

"She used to live in Cloudsdale, but one day she decided to move to Ponyville," Twilight said. "She does go back frequently to see her parents however."

"She's on friendly terms with her parents huh?" Wanda asked. "Sometimes I wonder why I don't have that luxury."

"If it makes you feel better, I haven't seen my parents since I was a filly," Trixie said. "So you're not alone Wanda."

Wanda did seem a tad bit relieved that she could relate to someone on this matter, though at the same time this isn't exactly something she'd wish on another. Having a tough relationship with her family brings a lot of stress and anxiety to the mare, she can only figure Trixie's the same way.

"No one is ever alone, so long as they're willing to open their heart to others," Twilight said. "Which is why it's imperative that you get on friendly terms with your brother."

As Twilight knocked on the door, Wanda whispered to Trixie. "How do you cope with that feeling? Knowing you and your parents don't see eye to eye? How do you cope with the loneliness?"

"Friendship," Trixie answered. "I know it sounds cheesy but it really helps, that's why you need to pay mind to what Twilight says, she knows what she's talking about after all."

A moment later, the door opened to reveal Johnny, nonchalant as usual. "Yo Twilight? How's my favorite egghead?"

"Hi Johnny, I'm doing fine. Wanda just wanted to come by and check on her brother," Twilight said.

Johnny focused his attention to Wanda for a moment, who seemed very disinterested. "Here to see Quicksilver huh? He should be inside."

"He hasn't done anything stupid, has he?" Wanda asked.

"No, at least not yet," Johnny said. "That might be put to the test real soon though."

"How so?" Wanda asked.

"Get this, Dash wants to bring your brother to The Baxter Building for dinner with my family," Johnny said.

"Wow, that's great!" Twilight said. "Rainbow Dash must really like Pietro then."

"She's known him for a day! Why she wants to bring him to our house is beyond me," Johnny said, doing a half shrug. "I get she wants to show him friendship but she's going at it way too fast."

"Rainbow Dash always does things fast, that's pretty much her style," Trixie said.

"Yeah, I get that, but there seriously needs to be a limit," Johnny said. "But at least she's willing to ask Reed first, I'm sure there's no chance of him or my sister agreeing to this."

"If you're so concerned about him going over there, then just ask them to come here instead," Twilight said.

"Well the thing is, Alicia's going to be there, so Ben's a little concerned about bringing her to a whole different world where she'll be turned into a pony," Johnny said.

"What's wrong with this world?" Trixie asked. "It's not that hard to adjust to being a pony."

"Trixie you're only saying that because you've only been a pony, have you ever even been to our world?" Johnny asked.

"Well...no, but walking on two legs shouldn't be that much different than four," Trixie said.

"It's a tough adjustment, you know how weird it is for me that I don't have fingers?" Johnny asked, showing off his hoof.

"What's a finger?" Trixie asked.

"...Exactly my point," Johnny said. "Wait how do you not know what a finger is, you saw Peter's memories?"

"Well I wasn't exactly focused on the biology!" Trixie argued.

"Fine, whatever Trix," Johnny said. "Anyway the big concern is that since she's blind, we don't know how it might affect her senses."

"Daredevil handled it pretty well," Twilight pointed out.

"Daredevil's got superpowers helping him, his senses are naturally honed," Johnny explained. "Look I like your idea, I just don't know if Ben would be fine with that."

"Well if he needs any help, let him know that we're more than willing to help accommodate," Twilight reassured.

"I know, you're a really helpful gal Twilight," Johnny said.

"Hey, Johnny! Who's at the door!?" Rainbow Dash called.

"It's Twilight, she stopped by with Trixie and Wanda," Johnny said.

"Wanda!?" They heard Pietro call. He made his way over with Rainbow Dash right beside him. He saw his sister at the door with a look of disinterest. "Surprised to see you here."

"I'm just here to check on you and make sure everything's going smoothly," Wanda said.

"Well he hasn't caused trouble yet, so a good first day," Johnny said. "Scootaloo seems interested in befriending him as well, so I guess that's another plus I guess."

"Aw, so he's making friends with a younger foal too?" Twilight asked.

"Yeah ,why is she?" Johnny asked, gesturing to Wanda.

"We just introduced her to Rumble," Trixie said. "They got along really well."

"Well you wasted no time in showing her off to your favorite colt," Johnny said. "Not too bad I guess, I heard he's really growing up, not many ponies mistake him for a filly anymore."

"What's a filly?" Wanda asked.

"That's how we address younger female ponies," Twilight said. "We're going to have to teach you some pony terminology."

"Which mainly consists of 'colt, stallion, mare, filly, and trot', plus some others but they slip my mind for the moment," Johnny explained. "Thankfully for the most part, they speak the same language as us, even if they have different names, and understand most of our terms."

"Figured as such, still though, this culture is still gonna take some getting used to," Wanda said.

"Not as hard as you might think, aside from walking on all fours, then again I can also fly so not too different from back home," Johnny said, then scratched his head. "Huh, we've been talking a lot, feels like we're forgetting something."

"Johnny! Who's at the door!?" He heard Rainbow Dash call.

"Wow, perfect timing," Johnny said. "It's Twilight, Trixie and Wanda!"

"Huh? Who's Wanda!?" Rainbow Dash asked.

"She's my sister," they heard Pietro say. "What's she doing here anyway?"

Wanda huffed angrily, "Wow, warm welcome."

Rainbow Dash and Pietro made their way to the front door, Wanda barely able to look at her brother.

"Hello Pietro," Twilight greeted. "Your sister just wanted to come by to see you."

"...Um, what for?" Pietro asked.

"Uh, well...to see how you were doing?" Twilight said, then nudged Wanda while whispering, "Say something."

Wanda looked unsure of this, Pietro didn't even seem to care, not that she cared that much herself, and now she's caring even less. "I just want to make sure you're not screwing anything up."

Pietro rolled his eyes, "Of course you'd think that, it's only been one day, what could I have possibly messed up?"

"Well you are all about being quick about things," Wanda said.

"What about you, little miss moody?" Pietro asked. "I'm surprised you haven't crawled back to our father by now."

"Making the opposite of progress here!" Twilight said in a nervous sing-song tone.

"At least our father tolerates me better!" Wanda retorted, completely ignoring Twilight.

"Yeah, must be so great being Daddy's Little Girl, at least I grew up!" Pietro shouted.

"Come on, nothing wrong with getting affection from your parents," Rainbow Dash said nervously.

"I fail to see how you've grown up considering all you do is run around boasting about how fast you are, like if anyone's suppose to care!" Wanda said.

"Pardon me for having fun and trying to show some emotion, you basically walk around like you've given up on life," Pietro said.

"This isn't going well Twilight," Trixie whispered to her friend.

"I can see that!" Twilight said in a loud whisper, then spoke up to get the attention of the Maximoff siblings. "Alright I think we've had a nice visit, now we should be heading back, Sunset's going to be coming around soon and I don't think we want her to see you two arguing."

"Fine by me," Wanda said, then turned around to trot away. "I knew this would be a bad idea."

Pietro shook his head in annoyance, "I'll never understand that girl."

"Well it's a good thing you're learning from ponies who know how to understand their family," Twilight said. "Seems like you've still a ways to go to learn about Friendship."

"What does being friendly with your sister have to do with Friendship?" Pietro asked.

"That I'll leave to your mentor," Twilight said. "My advice is to pay close attention to everything Rainbow Dash has to teach about Loyalty."

Both Twilight and Trixie trotted away, leaving Pietro more confused. He turned to Rainbow Dash for answers, "So...can you explain what this is all about? Is a good relationship with my sister really important when it comes to Friendship?"

"Well yeah, if you can barely get along with your family, then making friends might be a bit harder," Rainbow Dash said. "Now this isn't really my specialty, the closest I have to a sister is Scootaloo, and that was a bit tough at first since I met her when she was only a small filly and at the time I wasn't the best role model." Rainbow Dash turned to Johnny, "I'm going to need your help with this one, after what happened he really needs to learn about proper family relationships, and your family is the best to teach that."

Johnny did a half shrug on that, "I can see your point, Pietro should try to get along with his sister better," he then muttered a bit, "Might improve both their attitudes."

"Improve what?" Pietro asked, trying to listen in on Johnny's muttering.

"Never mind it speedy," Johnny said. "For now let's just wait til Sunset Shimmer comes by to take you back to Canterlot."

"Which should be about another hour from now, so let's take the time to review your lessons," Rainbow Dash said.

"You're not going to give me homework are you?" Pietro asked.

Rainbow Dash scoffed, "What am I? A lame teacher?" That got a good laugh from the three of them. "Seriously, you better have learned a thing or two."

---

Pinkie and Boom were still working on making different types of treats together, Pinkie doing the baking while Boom applied frosting and sprinkles. While Pinkie was enjoying herself, Boom wasn't to excited.

"So why do you like doing this?" Boom asked.

"It's fun, working with treats, preparing them for ponies who will love eating them! Plus sometimes we get treats all to ourselves!" Pinkie said.

"Right, so does Deadpool do this as well?" Boom asked.

"He helps sometimes, we can't leave him with the treats too long because otherwise he'll start getting hungry, not that I blame him, Mr. and Mrs. Cake have caught me sneaking treats away at one point," Pinkie nervously blushed. "But sometimes he'll deliver, he makes an excellent delivery boy!"

"Deadpool doing a job that doesn't involve terminating someone, never thought I'd see the day," Boom said.

"Equestria has a neat way of changing humans and ponies, that's why it's such a magical place," Pinkie said. "Of course we still have our own baddies, and the baddies from other worlds, but that's why we have heroes like Peter, The Avengers and The Wonderbolts!"

"Who exactly are The Wonderbolts?" Boom asked.

"A super cool group of high flyers that do awesometacular stunts!" Pinkie shouted in glee. "Johnny and Dashie are part of the group, and they've been on fire! Literally for Johnny and non-literally for Dashie."

"Well that sounds entertaining, speaking of which, what else do ponies do to entertain themselves in this world?" Boom asked.

"Well I like throwing parties, just wait til you see mine," Pinkie said, bringing out more cupcakes. "Well let's keep up the good work!"

"Right, sure thing," Boom said. This mare was really hyper, she wonders just how many treats she's been sneaking away. Perhaps Boom will help herself to some pastries, she could use a snack as well.

---

Pyro wasn't having much fun where he was, he spent a lot of his time setting up mannequins, wondering what this had to do with friendship. It also didn't help that Bobby and Sweetie Belle were loudly sipping out of some drinks, smugly glaring at Pyro.

"Don't you two have someplace else you'd rather be!?" Pyro asked.

"Rarity said to keep an eye on you and make sure you stay out of trouble while she talks with her fellow fashionistas," Sweetie Belle said.

"We're just doing as she asks Pyro, just keep doing what you're doing, Rarity will be happy when she gets back," Bobby said.

The two went back to their loud sipping, causing a headache to Pyro. "Is there even anything left in those cups!?"

"We're trying to get as much as we can," Sweetie Belle said.

"Yeah, we paid good bits for these, we're making them last," Bobby said.

Pyro shook his head at their answer, "Wow they're cheap."

---

Back with Fluttershy, she was giving some final lessons to Toad about animal caring. The two were in a pen while tending to some chicken.

"The important thing to remember is to treat each creature delicately, like if they were your own child," Fluttershy said as she placed down some crumbs for her chickens. "Animals respond well to kindness, and the same can be true for all living creatures."

"What if being kind isn't enough though?" Toad asked. "I've seen it for myself, no matter how kind someone can be to another, they still get treated like dirt, sometimes by the one they were trying to be kind to."

"I'm not saying it's a perfect solution, and I'm not saying to let yourself be walked over, believe me when I say that this was a lesson I've learned the hard way," Fluttershy said. "It's not easy being kind, but being kind doesn't mean you can't be assertive, just make sure it's well guided."

"Kind and Assertive? How does that mix?" Toad asked.

"I'm kind to my pets, but that doesn't always mean they'll listen when I'm trying to get them to behave, so sometimes I have to be tough. It also means that you can be nice to others, but if they start taking advantage of that, it's ok to step up and let them know you won't allow that, kindness is not to be taken lightly," Fluttershy said.

"How would I know when to be kind and when not to?" Toad asked.

Fluttershy shook her head, "I can't answer that, because that's something you'll have to decide for yourself. Like I said, it's not easy, but it's worth the effort, I guarantee you'll get friends who care about you. Not everyone will like you unfortunately, but the ones who do are the ones worth treasuring."

As Fluttershy spoke with Toad; Logan, Laura and Lightning are standing nearby, a little amazed by what they hear.

"Fluttershy's a pretty wise mare," Laura said. "Makes her really cool."

"He at least seems interested in what she has to say too, little impressed by that," Lightning said.

"Fluttershy just has that aura to her, it's hard not to like her, plus she's probably one of the few looking past Toad's exterior," Logan said. "Deep down he's probably very self-conscious about his looks, having Fluttershy treat him like a person must mean a lot to him."

"Well I just hope he takes what she said importantly, and not to take advantage of her kindness, otherwise I'll kindly tear his oversized tongue off," Laura said, revealing her claws.

"Try to keep that attitude under wraps, if Toad senses your hostility, it might affect his progress," Logan warned.

"Hey as long as he doesn't hurt Fluttershy, I'll keep my cool," Laura assured.

"He won't, not when he knows I'm around," Logan said. "But we do need to give him a chance, this could work out in our favor too."

"Yeah, we can get new superhero allies," Lightning said.

"The point is new friends, but I guess that works too," Logan said.

"They're both good points," Lightning added. "I just hope the others are having luck with their...um, I guess Friendship Apprentices?"

"I think Twilight at least might have luck, maybe Applejack too," Logan said. "The rest, while they have good hearts, not sure if they would be the best teachers."

"Meh, if they screw up, Fluttershy can take over," Laura said.

"Let's try to have faith in them," Logan said. "They're the Elements of Harmony for a reason."

---

Later on Sunset Shimmer had come by each home, picking up each member of The Brotherhood and escorting them back to Canterlot. Sunset led all six of them to the castle where Celestia, Cap and Magneto were waitng.

"Ah, you've returned, tell me, how were the Friendship Lessons?" Magneto asked.

"Ok I guess," Boom said.

"Could have been worse," Pietro said.

"It was...interesting," Wanda said.

"Interesting huh? That's good to hear Wanda," Magneto said.

"How much longer are we doing this?" Pietro asked.

"As long as needed, you do want to get accustomed to this world, don't you?" Magneto asked.

"Well I guess, but I don't find this Friendship stuff necessary," Pietro said. "I mean whether it's this world, or our own, I'm still going to do pretty much whatever I want to do."

"I hope it's not trouble related," Cap warned. "Whether you find this 'Friendship stuff' as you say important isn't the point. You have all caused trouble back in our world, so this is our way of testing to make sure you don't cause trouble this time around."

"You make a few mistakes and they label you for life," Pietro said, sighing in annoyance.

"It was more than a few mistakes," Cap reminded. "Be happy you're getting this chance, it's under Princess Twilight's good grace that you have it. Don't squander your opportunity at redemption."

"What exactly have we done wrong?" Pietro asked. "Just because we wanted to teach a lesson to the humans who's looked down on us?"

"I understand your frustration regarding how you're treated as mutants, but the way you've gone about it was wrong," Cap said. "The X-Men also fight that same discrimination, but they don't cause trouble for humans, they set an example."

"Peter had to face that same type of discrimination when he first came here, he was a human among ponies," Celestia explained. "He won them over through his kindness, which is what you can all do as well."

"That sounds kinda lame man," Avalanche said.

"I don't care if it's 'lame', if you want to live peacefully in this world, that's the ideology you must follow," Cap said.

"Please don't think of this as a type of punishment," Celestia assured. "This is meant to help and benifit you."

"Well since we basically have no choice, hardly feels like it isn't a type of punishment," Avalanche said.

"Would you prefer being locked away or a chance at redemption?" Cap asked. "At least one of those options will guarantee your freedom. If you throw this away, then that's much shame upon you."

"Maybe he's right," Wanda spoke up, getting everyone's attention. "We...really haven't had much success doing things the old way. So...maybe doing things right here will help us out in the long run?" Wanda lightly kicked the ground, "At least, that's what I think so..."

Cap looked around the room, he could tell that the others weren't too sure of her words, even Wanda herself sounded like she doubted herself. He needed to make sure that Wanda didn't lose faith, this could be the start they needed. He then took it upon himself to approach the self-doubting girl.

"You have the right mindset Wanda, sounds like Twilight's already getting through to you," Cap assured, placing his hoof on her shoulder.

Wanda scrunched her face, removing Cap's hoof, "It has nothing to do with what she said, I'm just thinking of what's best for myself, that's all it is."

"Alright then," Cap said, backing away a little. He expected some baby steps, which was fine, he knew they wouldn't adjust that fast, but at least one of them is showing an interest, albeit a slight one to better themselves.

"Well I guess I can endure this too," Boom said. "That Pinkie Pie chick is actually kind of fun to be around."

"That pony, Fluttershy, is actually a nice change of pace from what I've been going through," Toad admitted.

Cap seemed relieved that at least two others are showing an interest, though the rest still seemed unsure. "They'll hopefully adjust at their own pace."

"Would any of you like to share what you have learned?" Celestia asked, looking around for volunteers, though no one seemed interested in sharing, or they were a little unsure. Taking initiative, she focused her attention to Wanda. "So, Wanda is it?" Upon getting a nod, she continued on, "Is there anything you'd like to share?"

"Um...not really," Wanda said. "I mean, Twilight and her magician looking friend took me to see a little friend of theirs, think his name was Rumble."

"Rumble..." Cap said, then turned to Celestia. "Which one is he?"

"I believe he's a Pegasus colt that Peter and Twilight cared for after his brother...caused some trouble," Celestia said.

"He did tell me about that," Wanda said. "His brother, his name is Thunderlane correct?"

"He has a lot to learn as far as respect goes," Cap said. "Perhaps he too can benefit from these Friendship Lessons."

"I will run that by Twilight," Celestia said.

"Well it seems you've all had a busy today," Magneto said, stepping in. "So perhaps it's best if you all get to bed, try to reflect upon what you may have learned today."

"Yeah, maybe you can see your little friend again sis," Pietro teased, much to Wanda's annoyance.

"Can it Pietro!" Wanda said. "Don't you have a dinner to get ready for?"

"Dinner? What dinner?" Cap asked.

"Torch invited me to have dinner with his family at the Baxter Building, he says it's a good way to observe 'Family Loyalty' as he says," Pietro said.

"That sounds like a perfectly wonderful idea, that's assuming that Mr. and Mrs. Richards are ok with it," Magneto said.

"Don't take it the wrong way if they're a bit hesitant, Reed isn't exactly too inviting of others to his building unless he knows them well enough, or trusts them," Cap said.

"Doesn't he have like tons of expensive stuff in his lab?" Avalanche asked. "Highly dangerous stuff too?"

"Yes, though now I am a bit curious as to why Johnny would risk something like this so soon," Cap said.

"Probably doesn't want to leave Pietro unsupervised in case he tries to swipe stuff from their home here while he's away," Pyro said.

"Pfft, like his house has anything worthwhile," Pietro said.

"Regardless of the reason..." Cap said, trying to get their attention. "If you do get to dine with Mr. and Mrs. Richards, who are a very nice couple mind you, we expect you to be on your best behavior, that means DON'T TOUCH ANYTHING while you're there."

"I do hear that Mr. Fantastic keeps a lot of freaky stuff in his lab," Avalanche said.

"We'll discuss more tomorrow, off to bed now," Magneto said, his Brotherhood obeying, some more reluctantly than others as they went to their rooms. The elder mutant turned his attention to Steve and Celestia with a positive smile. "Seems like things are going well so far."

"It's only been one day, but at least they don't seem to have caused too much trouble," Cap said, then turned his attention to Sunset. "Is that accurate?"

"Well I've heard no negative comments thus far," Sunset said. "In fact Twilight and Fluttershy seem quite eager to see their students again, Applejack only said that hers needs to be a little more diligent, the rest had little to say."

"Good, I'm happy to hear that," Magneto said. "Well I must be off, I bid you all a good night."

The Brotherhood made their way to their rooms, with Cap still feeling uncertain about all this.

"Much as I want those young mutants to learn the true value of Friendship and Justice, something about Magneto's been throwing me off, like I can't tell what he's thinking or if he's being genuine," Cap said.

"You think this may be a trap?" Sunset asked.

"Hard to say, Magneto's a very complicated person to say the least, his idea of 'good' is often a twisted one," Cap said.

"We'll keep a close eye on him, but at the very least, I'm sure his followers deserve a fair chance," despite what she says, Celestia isn't too confident in her own words.

"Well, I should get a detailed report soon, once Cyclops told Professor Xavier, I've been asked to make sure there's updates," Cap said.

"How long has Professor Xavier known Magneto?" Celestia asked.

"Years, they were once good friends, until their ideologies began to clash," Cap said. "Amazing what a little disagreement can do to a friendship."

"Amazing what they can do to any relationship," Celestia said.

---

Back at the Parker-Sparkle home, Twilight was looking over some more lesson plans she had for Wanda. She already introduced her to Rumble, who took really kindly to the Earth girl. But she does now know of her estranged relationship with her brother and father, and Twilight aims to mend it.

"The source of Wanda's estrangement seems to originate due to her family troubles, given her brother's attitude it can be understandable. If I can work with Rainbow Dash on Pietro's attitude, then it might help Wanda a bit," Twilight said. "If anypony knows how to control ego, it's Rainbow Dash..." Twilight tapped her chin, "Uh, maybe not completely control it, rather manage it better."

"Making plans Twilight?" She heard Peter ask. He made his way into the room, seeing Twilight at her desk. "Looks like you have another little project."

"Calling it a 'Project' wouldn't be my exact choice of words," Twilight said. "But yes, I am planning some major things for Wanda."

"Anything I can do to help?" Peter asked.

"I can think of a couple of things, though it may be harder for you since you two were technically on opposing sides back in your world," Twilight said.

"Well she technically isn't one of my enemies, most interactions we've had with her was when I had to team with the X-Men," Peter said. "Compared to most of their enemies, she gave me the least trouble, if anything I'm more worried about her father than anything."

"Yeah, your friends do seem to be very vocal about how strong he is," Twilight said. "They said he was about as dangerous as Doctor Doom and this Ultron creature, I take it he's just as bad as The Green Goblin as well?"

"Right up there, he might be stronger than the three of them," Peter said. "Heck, I'm pretty sure he can take down King Sombra alone if he wanted to. Magneto nearly killed Bison and tried to recruit his men."

"Why would he do that?" Twilight asked.

"Pretty sure Bison was gonna do it first, and recruit his entire Brotherhood," Peter said. "Vega and Balrog were close to being the first non-mutants in the Brotherhood. Oh, and Sagat too, Ryu's rival from his world, though I think he left the group by now."

"I can almost see why Captain America was so reluctant to allow Magneto into this world, even Cyclops seemed uneasy," Twilight said.

"Don't be surprised if you see any more of the X-Men, especially Professor Xavier," Peter said. "He and Magneto were once good buddies, I wouldn't be surprised if he came by just for a glimmer of a chance that he could have his old friend back."

Something about that put a smile on Twilight's face, "Being able to reunite two good friends, now that's a great Friendship Quest." She got back to work, "I might be late getting to bed, so don't wait for me."

Peter pouted, "Aw, but I hate going to bed without you by my side."

"Peter..." Twilight said, smiling at her loving husband. "It'll only be for a bit, besides considering how lazy you can be, I don't think you'll have any trouble falling asleep."

Peter was about to counter that statement, when he realized she wasn't wrong. "Well, I still won't like it."

"You're so silly sometimes," Twilight said. "I'll be along soon, now I still need to do a little planning, we'll talk more in the morning." Twilight looked through her notes, "If this goes well enough, I might just consider talking to Princess Celestia about opening up my own school."

"Your own school?" Peter said. "Yeah, Cyclops did say something about you potentially being a teacher, at least at Professor X's school."

"I'd love that, but what I really want to do is teach Friendship to all creatures in Equestria and beyond," Twilight said. "Imagine me and the girls teaching about our elements, with The Brotherhood being our earliest mentors. This could be the start of something incredibly big!"

"Well I'll support you 100% of the way, though if you do open your own school and have regular subjects..." Peter leaned in, "Any chance I can teach some chemistry?"

"Ooh, that would be a great idea, it'd be a nice way for you to help others without constantly risking your life," Twilight said.

"Well it's always worth risking myself to protect those who need it, but yeah that would be great," Peter said. "I can be Professor Parker! I'll be part hero, part teacher, just like Reed Richards."

"Maybe Reed can assist with the school as well, I'd like to find something for all your friends to do," Twilight said. "Now what can Johnny offer?"

"I doubt Johnny would want anything to do with school," Peter said. "But, he does have a talent when it comes to Astronomy, dude is an astronaut after all."

"You leave Johnny to me," Twilight said.

"Logan was technically a teacher at Professor X's school, but mostly for combat training, and we're not running a school for superheroes," Peter said.

"Huh, imagine that, a Hero Academia, that would be interesting," Twilight said.

Peter shrugged, "Eh, guess so. Until then, maybe you can make him the Hall Monitor or something." With a yawn, Peter made his way out of the room. "I'm gonna catch some Zs, try not to take too long, I want my cuddle buddy with me."

Twilight giggled at Peter's playfulness, "You will not be denied a cuddle buddy tonight."

"I'm holding you to that," Peter said, making his way to bed.

Twilight continued looking over her notes, "A School of Friendship is just what Equestria needs, this way the Magic of Friendship will reach heights never imagined. Help from my friends as well as the Marvel Heroes will pull this plan off exponentially. Just gotta figure out every little detail needed." She grabbed another set of notes, "Though I should make sure I devote myself well to Wanda, it'll be hard to teach a whole school if I can barely teach one pony, er I mean one girl."

---

Back in Canterlot, Magneto is sitting in his room, passing the time by levitating a few objects. So far his Equestria plan has had a good start, but it'll be a while before he can fullyput his plan into motion. Soon he will have that Mutant Utopia he has always dreamed of.

As he sat alone in his thoughts, he heard a familiar voice, "Do you do anything aside from levitating metal? I know it's your thing but be a little creative."

"Does anyone tell you not to be chaotic Discord?" Magneto answered.

Discord materialized in the room, levitating above the aged mutant, "Lots of people actually, but I do get your point, I just wish you could try having a bit more fun."

"Discord I am not exactly a Spring Chicken, I pass my time in my own way," Magneto said.

"You're not a Spring Chicken?" Discord asked. "You're practically an infant compared to what I am, but then again mortals don't usually age well."

"Watch yourself, I said I'm no Spring Chicken, I never said anything about being old and frail," Magneto said.

"Now I never said old," Discord playfully pointed out. "Do try to relax a bit, it's so frustrating constantly being surrounded by such serious individuals, and if they're not serious, then they're completely insane. I like to find the balance between someone like Albert Wesker and someone like Normal Osborn."

"The less I compare to them the better," Magneto said. "Osborn caused more trouble than he was worth years back, and is a constant detriment to my plans, while Wesker goes around acting like a God, plus he believes he can create his own species. The worlds are better without the two of them ruining everything."

"Well at least I have Sonata, hopefully soon I'll have more, I'm gonna try to make some new friends in different worlds," Discord said.

"And you are boring me with these details because?" Magneto asked.

"Huh, I see where I'm not wanted," Discord said, poofing in a briefcase and hat. "I just came by to check on you, since I was the one who brought you here, but I see that you're doing just fine on your own, so I will leave you be for the time being." Discord leaned in, "But fair warning, there's a lot to this world you don't quite understand, and if you attempt to do to these ponies what you try to do to humans, well the end result won't be similar, you'll run into a good population that can either fly, use magic, or exhibit incredible strength, and that's not even counting all the other species that inhabit this world."

"I'll keep that in mind," Magneto said, a hint of annoyance in this voice. "Now if you don't mind, I have my own plans to prepare."

"So be it," Discord said, poofing away.

Magneto sighed in annoyance, "I don't think I'll ever get used to the insanity of this multiverse."

---

In the Capcom world, Strider is seen in a ninja village raining a young girl dressed in brown. The girl was trying to get a hit on him through either a punch, kick, even an occasional shuriken.

"You're relying too much on your vision, try to sense my movements, plan ahead with your attacks," Strider ordered.

"Hey it's easier than it sounds!" the girl said, trying to go for a punch, but it was grabbed and he quickly karate chopped her to the floor.

"You're not going to improve your skills if you don't take this seriously Ibuki," Strider said.

"I'm trying sensei, but this whole predicting thing is confusing," Ibuki said. "Plus how can I read your muscle movements if you're moving so fast?"

"You think an opponent is going to slow down for you?" Strider asked. "You've done battle before in the Street Fighter Tournaments, and sometimes battle is the best form of training so I know you aren't without battle skill, but you did not get very far in those Street Fights."

"Hey things would have gone better if Shadowlaw didn't come in and mess everything up, add to that stupid S.I.N. organization and it's hard to get a decent fair fight," Ibuki said.

"That's why you always must be prepared," Strider said. "You never know when your life could be in danger."

Ibuki sighed, "This is so frustrating. The next time I see those Shadowlaw people, I'm gonna wail on them hard!"

"I'm not sure if you will anytime soon," Strider said. "So far only Balrog's unaccounted for. Vega is imprisoned, Bison is believed to be dead, but this wouldn't be the first time he's come back despite his apparent demise."

"What happened to them again? Something about that Superhero world?" Ibuki said.

"We've already told you that they assisted Albert Wesker and Vergil in making a deal with Marvel's Doctor Doom, they invaded that world and then invaded the world of Equestria where they were defeated," Strider said. "Unfortunately Wesker, Vergil and Balrog got away with a couple of allies, which is why we're closely aligned with Marvel and Equestria to find them."

"What about that magnet guy, did he have anything to do with all of this?" Ibuki asked.

"You mean Magneto? We haven't seen him in quite a while, that's assuming he's still alive," Strider said. "Look do not worry about any of that for now, you need to focus on your training."

Ibuki's eyes lit up, "Wait, you said the best training is combat, so since we have access to these worlds I was thinking-"

"You are not doing battle with Wolverine, you're not ready," Strider interrupted.

"Oh come on! It's my one goal!" Ibuki said.

"I understand your desire, but Wolverine is on a whole other level, he's got tens of times more experience than you with the amount of years he's been battling," Strider said. "Of all the Marvel Heroes, I would place him in the top five in regards to skill."

"That's why I want to face him, I'll learn more if I fight one of the best!" Ibuki said.

"It's good to have goals, and it's good to push yourself, but you still need to be smart on how you do it," Strider said. "There is no shame in starting from the bottom, and there is no shame in working your way up. Being too overzealous is also a weakness, you do need to practice reserve and restraint."

Ibuki sighed in annoyance, "Ugh, fine, I'll go back to the basics."

"You needn't go that far down," Strider said. "But I'll at least help you achieve your goal, I have different training in mind for you."

"Huh? What is it!? Tell me!" Ibuki eagerly shouted.

"As you know, Wolverine is in the world of Equestria, it is much different than our world, or his as well," Strider explained. "To exist in this world, you have to take on a new form."

"New form?" Ibuki asked. "Wait, does this have to do with those ponies I heard about?"

"Yes, if you can go to that world and master what you know in the form of a pony, then that will bring you one step closer to your goals," Strider said.

"So fight as a pony right?" Ibuki said. "Shouldn't be that hard, should it?"

"Do you know what it's like to walk around in a different form?" Strider asked. "Not to mention what form you'd probably take. When I went to Equestria, I took the form of a Pegasus, so in addition to getting used to a new body, I also had to learn how to fly, getting used to having wings took a while."

"Having wings would be pretty awesome," Ibuki said.

Strider rubbed his face in slight annoyance, "Do you even understand my point?" He focused right back at her, "You need training to get used to your new body! Your strength and speed will vary depending on your form."

"Hey I got it sensei, I'll go to that Equestria place and make myself stronger by learning how to fight as a pony," Ibuki said, then stopped to think. "That sounded better in my head."

Strider shrugged, "Yes, go with that if you wish, just don't go in thinking it will be easy. It took even Spider-Man a while to pull it off."

"Well yeah, it's Spider-Man, one of the chump heroes," Ibuki said, much to Strider's annoyance.

"We've moved past this insulting of Marvel's Heroes," Strider said. "Show respect to those who have risked their lives for others."

"Ugh, fine, no more 'friendly insults'," Ibuki said with quotation mark fingers.

"Those insults were never friendly," Strider said. "You are dismissed, remember to practice what you've learned, if you show enough progress I'll consider bringing you with me next time I return to Equestria."

"I'm holding you to that sensei," Ibuku said, leaving in a flash.

Strider sighed in exhaustion, "It's amazing how much the heroes of the Marvel World can impact the heroes of this world."

Author's Notes:

New mini arcs incoming

Family Lessons

The following day in Equestria, Sunset Shimmer had done her job of bringing everyone back to the homes of the assigned heroes.

"Here you are Wanda," Sunset said, gesturing the mutant mare to the tree shaped house. "Have fun with the Parker-Sparkle family."

"Don't talk to me like a child," Wanda said, making her way inside the home.

"Huh, that was grumpy of her," Sunset said.

"It's just a mask," Pietro said. "She acts so tough but deep down she's just a timid child. Been like that for years."

"Well that's why Peter and Twilight are doing their best to help," Sunset said. "Now to take the rest of you to your Element teachers."

"Um, any chance I can convince you to tell them I'm sick or something?" Avalanche said. "I really don't wanna go back to that farm."

"Yeah, no dice pal," Sunset said with a smug grin.

"I hate you," Avalanche said as he was led away with his group.

Inside the Parker-Sparkle home, Twilight had already brought Wanda to her den, with a chair, a desk and a blackboard all ready. "Ok class, time for our next lesson in the Magic of Friendship?"

"Uh, what class? I'm the only one here," Wanda said.

She heard somepony clear their throat, then turned to see Mayday sitting in another seat. "Hello!"

"Um, why is your daughter sitting at a desk like mine?" Wanda asked.

"To make you feel less lonely," Trixie answered, surprising Wanda. Trixie also had her own desk. "Hello classmate."

Peter was also sitting at a desk, jotting down some notes, "Glad to be at a school where I don't have to worry about wedgies, swirlies and locker stuffing. Plus the teacher's super hot!"

"Manners Mr. Parker," Twilight scolded. "This is a learning ground, not a social gathering at a pub of sorts."

"Ha, daddy got in trouble with the teacher!" Mayday teased.

"Hey can it you little squirt!" Peter shouted.

Mayday angrily squinted her eyes, "You wanna meet me after class, punk!?"

Wanda couldn't' help but stare with widened eyes, "Um, what am I seeing?"

"The Parker-Sparkle family at their finest," the voice of Scott Lang said. Wanda turned to see the ant based hero at a seat of his own. "Bet you're wondering why I'm here."

"I honestly don't care," Wanda said, much to Scott's annoyance.

"Fine, be that way, not my fault if you miss out on a cool story," Scott said.

Wanda held her head in shame and annoyance, "How did I get roped up into this? Why would my father agree to have me endure such nonsense!?"

"Focus class!" Twilight said, gesturing to the blackboard. "For today's Friendship Lesson, we're going to take a nice field trip and provide assistance to ponies in need, and there are a lot of ponies who could benefit from a helping hoof."

"Can we get pizza and ice cream afterwards!?" Peter asked.

"If you behave," Twilight said. "Now everypony be sure to grab your notebooks, I may quiz you all later."

"Quizzes?" Scott asked. "Aw I hate those."

"Well if you pay attention to my lesson, maybe you won't," Twilight said. "Let's move out."

Twilight led her 'class' out of the house, everypony following closely behind her as she led them through Ponyville.

"This is so weird," Wanda muttered, getting Trixie's attention.

"Twilight has an odd way of doing things, but I promise it will be to a great benifit," Trixie reassured.

"Hope so," Wandas said, taking note of her surroundings. It was a little embarrassing to be in a type of classroom field trip scenario like this. "So she's not gonna have us do anything to embarrassing is she?"

"Define embarrassing," Trixie said. "Honestly Twilight is probably the least of your concerns when it comes to something embarrassing happening."

"Please run that by me again," Wanda said, looking a little worried.

"Remember you have Peter as a classmate, knowing him he's gonna play this scenario up and do something extremely stupid," Trixie said, somewhat deadpanned. "Just keep an eye out for it and brace yourself for the worst."

Wanda eyed Peter a moment, the stallion smiling and waving at everypony passing by. She couldn't help but notice how excited ponies were when they passed by him, especially a lot of the foals. "Huh, looks like he's pretty popular."

"Well he is Equestria's most popular Superhero, which means a lot more now that other heroes are here," Trixie said. "But they have yet to do anything too grand since arriving, Peter was still the big hero during the invasion of the Capcom group, and since then the only other villains were one of Iron Man's and those six ruffians, neither of them lasted long anyway."

"Has there really not been any major issues since?" Wanda asked.

"None yet, we'd like for it to stay that way, but knowing how unpredictable both our worlds are, I'd say the odds of that are unfortunately slim," Trixie said.

Wanda looked slightly concerned, as if Trixie's words would be something of a premonition.

"First stop," Twilight said, gesturing to the flower ship. "Some friends of ours need help with their flowers, we're gonna pay them a visit and offer whatever assistance we can."

"This seems like a Generosity thing," Scott said. "Wouldn't that be Rarity's lesson to teach?"

"Rarity has other plans today with her student, plus Rose told me they've been backed up and can use a little assistance," Twilight said. She led the group inside where the three ponies Daisy, Roseluck and Lily Valley were watering their flowers. "Hey girls."

"Twilight!" The three said, stopping what they were doing to approach the Princess.

"I have some guests here who would love nothing more than to help you with your planting," Twilight said, gesturing to her group. "Meet your special helpers today."

"Hello!" Mayday said, being the first to greet them.

"Aw, little Mayday's here!" Lily said, ruffling her mane. "I see you still have the flowers in your mane, your mommy and daddy came here to pick it out for you."

"Wait that's a real flower?" Scott asked.

Rose quickly approached the filly, "Oh Mayday, wanna come with me and plant some seeds?"

"Hey I was here first, so I get to spend time with Mayday," Lily said.

"But Mayday likes me better, so I get to spend time with her," Rose said.

"Says who!?" Lily shouted, getting in Rose's face.

"Says me!" Rose shouted back, not backing down from her fellow flower lover.

"This is getting awkward!" Scott said, getting a glare from the two flower mares.

Twilight turned to Wanda, "Looks like you have your first Friendship Problem to solve, how should Rose and Lily come to an agreement that makes them both understanding and keeps their friendship in tact?"

Wanda observed the two mares, still slightly glaring at each other. "Um...fight it out?"

Twilight shook her head, "No, fighting isn't good for Friendship."

"Unless you're from Capcom," Peter pointed out.

"I don't know um..." Wanda began to think. "Rock, Paper, Scissors?"

"Ponies don't have fingers," Scott reminded.

"...Flip a coin?" Wanda suggested.

"Remember, we want a solution that satisfies both sides," Twilight reminded. "We don't want any lingering bitterness."

"Hey if they really are friends then a little competition shouldn't change that," Wanda insisted.

"She's got point," Scott said.

Twilight looked back to the two mares, from the looks of things Peter was about to step in if they kept arguing. "But friends also try to keep each other happy."

"Well they can at least decide who gets to spend time with her first and take turns," Wanda said. "Or let Mayday decide who she wants to be with."

"Alright, making progress," Twilight said. "I'll let you decide how to go about it Wanda."

"...Are you sure about that?" Wanda asked.

"Practice makes perfect, now hurry please before they start using my daughter for tug of war," Twilight said, noticing that Peter was already between the two mares, trying to calm them down alongside their friend Daisy and wondering why his wife is using this as a teaching point.

Wanda reluctantly approached the group, gesturing Peter to step aside, which he did, after grabbing his daughter while the mares were distracted. "Ahem...excuse me ladies, or mares, whatever you prefer to be called."

"Their names are Roseluck and Lily Valley," Twilight loudly whispered.

Wanda tried again, "Excuse me Roseluck? Lily Valley?" This got the attention of the two mares, both still looking a bit annoyed. "I seem to notice that you two have a Frienship problem, so I am here to assist you in your quarrel."

"Oh God," Scott said, chuckling a bit, getting a nudge from Trixie.

"We don't need help," Lily insisted.

"Yeah, Lily was just about to let Mayday work with me," Rose said.

"Fat chance!" Lily shouted, getting a loud gasp from Rose.

"Did you just call me 'fat'!?" Rose shouted, the two getting in each other's faces again.

Wanda looked a bit nervous, not sure how to go about this, "Um, maybe you two can, you know, takes turns? This way you both get to spend time with Mayday, I'm sure she'd like to spend time with both of you."

"I would," Mayday confirmed.

Lily and Rose glanced slightly at each other, before giving in. "Fine...but I get her first." Upon realizing they said that at the same time, they leaned in to yell again, "What do you mean you first!?"

"Can I just point out how silly this is?" Scott said. "I mean I heard rumors that these mares were overdramatic but holy cow is this insane."

"Will you can it!?" Trixie said.

"You can't take Mayday first, you'll just hog her like you hog everything!" Lily said.

"Oh I hog everything? I think you have me confused with yourself!" Rose shouted.

"Why exactly are you fighting over this?" Wanda asked. "Yeah Mayday's a nice girl and all but I don't think she's exactly this worth it."

"Hey! That's my daughter you're talking about!" Peter scolded.

"Yeah!" Lily shouted, glaring at Wanda. "Mayday Parker-Sparkle is adorable!"

"How dare you besmirch her name!" Rose shouted.

Wanda took a step back, looking really freaked out, "Easy now, I'm not trying to say anything bad about Mayday, I just think it's ridiculous to fight over something like this."

"She is the daughter of this world's top hero and of a powerful Princess, silly as this is, I guess it's to be expected that anypony would love to spend time with her," Scott said. "I mean I can't even tell you how many people want to be friends with Cassie because of my fame."

"Right, that's why you can't tell anyone," Trixie said, rolling her eyes.

"Honestly, now I think you're jealous!" Lily said.

"Yeah, maybe you want Mayday all to yourself!" Rose said.

"I'll pass on that actually," Wanda said, getting a sad look in Mayday's eyes.

"Huh? Why what's wrong with me?" Mayday asked.

The two ponies glared daggers at the mutant mate. "How dare you make her sad!" Rose shouted.

"Let's get her!" Lily said, the two mares lunging at Wanda.

"Um, maybe you shouldn't-" Twilight's warning wasn't quick enough as Wanda had instinctively blasted the two mares through the wall of the shop.

Twilight stood there awkwardly, almost as awkwardly as Wanda felt. The third flower pony Daisy wasn't sure what to make of this either, she just saw this mare use some incredible power against her friends. Peter kept Mayday at a distance, not sure if he should say anything, this is Twilight's student so he expects her to deal with this.

"Well someone's getting an F," Scott bluntly said, much to the annoyance of the mares and Peter.

---

Elsewhere Pietro had just been dropped off with Rainbow Dash, the two testing their speed against one another as Scootaloo stood by and cheered them both on.

"Come on Rainbow Dash! You too Pietro!" Scootaloo shouted, holding up a Wonderbolts flag.

During this Johnny was on the phone, talking with his sister, the older sibling having told him something interesting. "You sure about this Sue? I mean I know Dashie wanted this but this is Quicksilver we're talking about, Magneto's son. You really think Reed's cool with him being at the Baxter Building? Near his sciencey stuff?"

"It'll be fine Johnny," Sue said over the phone. "I mean Twilight makes a good point, maybe if we try showing hospitality to these guys, they might turn out for the better. Magneto's Brotherhood causes trouble but deep down they're not so terrible, they've had alliances with The X-Men so they're capable to fighting for the greater good."

"Yeah but still, Quicksilver isn't exactly the most trustworthy guy," Johnny said.

"I think he just needs a chance, he'll be in a secure location, we'll all keep an eye on him of course but let's give this a try, trust your wife's judgement, this was mainly her idea right?" Sue said.

"I trust Dashie, I just don't trust our speedy friend here," Johnny said.

"It's only one meal, look later on we can just enjoy a nice lunch at The Baxter Building, it'll be great," Sue said.

"Lunch? What happened to our usual dinners?" Johnny asked.

"Alicia has somewhere to be tonight, so she can't make dinner," Sue said. "Just one meal Johnny, then he can go back to Equestria to resume his Friendship training."

Johnny shrugged it off, figuring why not. "Alright fine, you win Sue. Lunch it is."

"Remind Rainbow Dash to bring her parents if they can make it, and to bring Scootaloo," Sue said. "Oh and little Firefly of course."

"Like I'll leave my little firecracker behind," Johnny said.

"Try to be here around 2, see you in a few hours," Sue said.

"Right, see you then sis," Johnny said, hanging up and checking his Earth clock. "Alright, got time to prepare."

Outside Rainbow Dash and Pietro had finished their laps, both panting but not totally out of breath.

"Man, you're a natural!" Rainbow Dash said.

"So are you, it's great when I have someone to rival against in speed," Pietro said.

"I'm used to it, between Lightning Dust, my fellow Wonderbolts and even Johnny, but I'm sure you had someone to race against," Rainbow Dash insisted.

"Not many can match my speed, at least among those I actually care to be around," Pietro said. "I mean I barely interact with Spider-Man or The Human Torch, the only other fast guy I've seen was The Flash, and he's from a different Universe than my own."

"Yeah, he's from Superman's world, really wanna test his speed against mine someday," Rainbow Dash said. "Well it's safe to say that the two of us are pretty much the fastest of our respective Universes."

"But next is who the fastest of the multiverse is?" Pietro said. "Between you, me and The Flash, we need to figure this question out."

"Oh I'd love to see that," Scootaloo said, getting their attention. "Imagine you race so fast, you travel through other Universes as well! Even Capcom's!"

"Wonder if they got anyone fast?" Rainbow Dash wondered. "Gotta ask them next time I see them, though I feel like I'm forgetting one other potential racer."

"I'm sure it'll come back to you," Pietro said. "But what do you have planned next for me?"

"I got something for ya Silver!" Johnny said, getting their attention. "In a few hours, you're coming with me, Dashie, her parents, our daughter and Scootaloo to my sister's home in Manhattan."

"Wait, you mean he's on for our dinner thing!?" Rainbow Dash asked.

"Lunch technically, I'll explain everything later but Sue wants us there, 2:00 pm Earth time," Johnny said.

"Eastern or Western?" Pietro jokingly asked, getting a smug glare from Johnny.

"Real cute, or did you forget that we're going to New York," Johnny said.

"I'm just busting your chops buddy," Pietro said. "We'll be ready by then."

"Good, let's try not to be late, Sue hates tardiness," Johnny said.

"Hey, thanks to Twilight, I've gotten better at punctuality," Rainbow Dash insisted.

Pietro found that statement a bit off as he turned to his speedy mentor, "You're super fast, how could you possibly be late?"

"Uh..." Rainbow Dash rubbed her head somewhat bashfully. "Sometimes I don't always notice the time, all the speed in the world doesn't mean anything if you're reading an awesome book and don't even notice you had to be somewhere five minutes ago."

Pietro stared a second, then started stifling a laugh, "So even the fastest in the world can be late. I get that, I have had similar problems, you think you're fine because you got the speed, then all of a sudden, time is against you."

"Yeah, exactly!" Rainbow Dash said. "Guess we're not so different."

"Guess not," Pietro said. "So, we don't need any fancy formal stuff for this right?"

"It's not those kinds of dinners, or lunches, Johnny and I aren't for that," Rainbow Dash said. "Though we will need clothes so we don't arrive on Earth completely naked."

"I wouldn't mind that," Johnny said, shifting his eyebrows up at Rainbow Dash, getting a blush from her.

"Dude! Not in front of others!" Rainbow Dash shouted, getting a chuckle from Johnny.

"Sorry babe, couldn't resist," Johnny said. "Seriously Silver, you don't need anything fancy."

"Oh good, I don't have any fancy suits or anything like that," Pietro said.

"Me neither," Scootaloo said. "Johnny and Rainbow Dash do though, you should say her Grand Galloping Gala dress."

"Grand Galloping Gala?" Pietro asked. "Now that sounds fancy."

"It is, it's a big event Princess Celestia hosts a lot, it's invite only, though now when you invite someone, you can bring a guest. Hey if you keep up the good work, maybe next time I'll bring you as my plus one," Rainbow Dash said.

"Hey! I thought I was your Plus One!?" Scootaloo asked.

"Actually I should get that honor first, I am her husband," Johnny pointed out.

"Johnny you get your own invites, you're a superhero after all," Rainbow Dash said. "If anything you can bring Scootaloo, that way all four of us can go."

"I think you're spoiling him too much," Johnny said, much to Pietro's annoyance.

"Uh, can you not make me sound like a child?" Pietro asked.

"Relax everyone, it's just a suggestion, like I said it's only if he keeps up the good work," Rainbow Dash said. "So far he hasn't really given me any headaches, actually from the sounds of things, the ones getting headaches are the husbands, like Remy and Bobby."

"The X-Men and The Brotherhood aren't exactly the best of friends, so that's understandable," Pietro said. "Thankfully none of us really ticked off The Fantastic Four."

"Never know what can happen," Johnny lightly warned. "Anyway, Dashie I'm gonna go see if your parents can make the lunch, you stay and keep doing your thing and I'll be back in a flash."

"Uh, sure thing Johnny," Rainbow Dash said.

Johnny extended his wings and took off, leaving the three behind, Rainbow Dash still concerned about Johnny's lack of trust towards Pietro. Then again she can't really talk, she too has felt distrust of others, namely Luna, Trixie and Lightning Dust. So perhaps she could try being more understanding of Johnny's emotions.

---

Back in Tartarus, Discord is observing everything unfold from his Crystal Ball, making very careful plans and calculations. Depending on the success of Magneto's plan, he would need to adjust his own to avoid any unnecessary trouble with the Master of all Magnetism.

"Discord!" Sonata said, suddenly appearing beside Discord alongside her 'buddy' Shocker.

"You two seem to be together a lot, is there something going on between you two?" Discord teased.

"Cute, but no, her friends just ask me to keep an eye on her to make sure she stays out of trouble," Shocker said.

"You know you like me Hermie," Sonata said.

"Will you stop calling me-" Shocker sighed in annoyance. "Forget it, I give up." He pulled his mask off to properly take a deep breath. "I have no idea why I have to play babysitter, why can't Max watch over you for once?"

"Someone's grumpy," Sonata said, then turned back to Discord. "Have anything exciting to tell us?"

"Well for starters, Magneto and his Brotherhood have successfully made their way into Equestria, working hard to make themselves right at home," Discord said.

"Magneto in Equestria?" Shocker asked. "What is he gonna build that empire of his here? Did he not know some of the X-Men are already in Equestria? Especially Wolverine!?"

"Magneto has his reasons, though he didn't go into too many details," Discord said. "Unfortunately I do not fully have his trust just yet."

"Well can you blame him? You're a bit of a weirdo," Shocker pointed out, much to Discord's light offense.

"Is that anyway to talk to the spirit who could soon set you free?" Discord asked. "If I wanted I can warp you two anywhere in this world, Marvel, Capcom, even that Dragon World I've been looking into lately."

"Ooh! Can we go there now!?" Sonata asked.

"I wouldn't do that just yet, there are beings in that world that exceed my power, and I am not willing to risk incurring the wrath of Lord Beerus or any of the other Destroyer Gods," Discord said. "Perhaps soon though, I can feel that something exciting is going to happen there."

"Still, I can't help but feel uneasy at the idea of Magneto being in a world where he has access to powerful magic," Shocker said. "I mean the guy isn't a fan of non-mutants, and I fall into that category, I sure as hell don't wanna be around him with his power hungry nature."

"Don't worry, you're safe here, I doubt Magneto would waste his time coming to Tartarus," Discord said.

"Is he gonna join us when we take over Equestria?" Sonata asked, much to Shocker's worry.
"Good question, but no," Discord said. "I doubt he shares our vision, plus I'm not too eager to let him take over, it would mess with my plans after all, and I don't like seeing my work go to waste."

"Good, there's no way he would get along with Goblin, he's probably still mad about the chaos he caused all those years ago while trying to get Spider-Man's attention," Shocker said.

Discord panned over the different views, seeing Fluttershy teaching Toad how to properly feed the birds, Pyro reluctantly modelling some clothes for Rarity, Boom sneaking in some sweets from Sugarcube Corner, and Applejack scolding Avalanche for knocking over another tree, with Remy nearby holding his staff, almost welcoming Avalanche to try and do something. "His followers however, I think I can make good use of them."

"Tell me Scarlet Witch isn't among them, I trust her even less than I trust her old man," Shocker said.

"Unfortunately for you, she is, being trained by Twilight Sparkle," Discord said, getting some ire from Shocker.

"Ugh, Spider-Man's wife, the one who blasted a hole through my chest!" Shocker said. "When I get out of here I'm gonna get my revenge on them!"

"So you are gonna join us when we take over Equestria!?" Sonata eagerly asked, hoping for a 'yes'.

Shocker shrugged in defeat, "Fine, I guess."

"Yay!" Sonata said, hugging Shocker briefly, then getting pushed away, not that she seemed to mind. "I gotta tell my friends, brb!"

Sonata sped off, leaving Shocker in a confused and worried state, "I hope I made the right choice here."

"I'm sure you did," Discord said, panning across to the Capcom world. "Now, where is my dear friend Albert Wesker?"

---

Time had passed by, the damage to the flower shop had been nearly fixed, aside from the giant wall in the store, and the fact that Lily and Rose were at Ponyville Hospital, having been taken there by Peter, and were still recovering from their injuries. Twilight and Trixie had cleared the debris while Scott, Mayday and Daisy were planting the flowers.

Wanda stood on the sides, feeling terrible. She realized how badly she might have messed up, and on something so potentially simple too.

"Wanda?" Twilight said, getting the girls's attention.

"Oh, hi Twilight," Wanda said, still sulking.

"Remember, accidents happen, I know you didn't mean to actually hurt them, or cause damage to the shop," Twilight said.

"But I did, all over a silly argument that I'm sure you or Spider-Man could have handled with no problem," Wanda said. "I bet even Ant Man could have done a better job."

"Don't compare yourself to others, you're not any of us, you're you," Twilight said.

"And I hate it!" Wanda shouted, her frustration increasing. "Twilight, if you knew what it was like being in my situation, maybe you'd realize there's no hope for me."

"It's only your second day, I didn't expect you to make super fast progress, everypony learns at their own pace," Twilight said. "Look the fact that you're still here and the fact that you feel terrible about this shows that you have potential to be better, you realize your mistakes and I'm sure you want to fix them."

"Well this will be hard to fix, those ponies are never gonna trust me again," Wanda said.

"Peter has ponies that don't trust him and he still makes the best of it, in fact even I have my fair share of critics," Twilight said.

Wanda scoffed, "You? What could you have done to make ponies not trust you?"

"Well for starters, when ponies found out that not only did I marry and have a child with a human, that I knew he was a human from the start, and the fact that I'm the one who summoned him here, they thought I was crazy," Twilight said. "That I basically fell in love with an alien and took him as my Knight, then later my Prince, everyone questioned my judgement there."

"Huh, so even in Equestria ponies judge, no one bothered to look at Spider-Man for who he was, rather only what he was, like humans do with me in my world. They just see a mutant, not a girl who wanted to fit in," Wanda said, feeling saddened by the memory of rejection. "Ugh, can't believe I just related to Spider-Man."

"Well even he has feelings, just like you," Twilight said. "Peter held in a lot of his emotions, and masked them with jokes, which is why he manes so many annoying quips, because if he doesn't then he'll just feel sadness from the things that happened in his life."

"Sadness? About what?" Wanda asked.

Twilight shook her head, "It's not my place to tell you, if you want to know, you can try asking Peter, whether he'll tell you or not is a different story. But if he doesn't tell you, it's not because he doesn't trust you, he's just not comfortable talking about it."

"Great, now I feel bad for him," Wanda said.

Twilight looked genuinely confused, "Is my husband really that annoying? I know he makes immature jokes and says stupid things, but is he really that bad?"

"It's nothing personal, I would feel the same way if it were The Human Torch, or Iceman, or Star-Lord, or...well you get my point."

Twilight chuckled, "Well it's fine, anyway why don't you try joining us again? I talked to Daisy, and she seemed pretty understanding, though I will have to tell you that she's not totally comfortable around you yet, but she'll come around."

Wanda thought about it, then nodded in agreement, "Alright, lead the way."

---

Later on, the Storm-Dash family had arrived at Canterlot with Pietro. Johnny led the way with Rainbow Dash right beside him, the mare carrying her daughter on her back. Scootaloo walked near them with both Bow and Windy in tow. Pietro walked right by their side, little interested in meeting the rest of Johnny's family.

They made their way into the castle, walking past the guards, Johnny doing a quick salute to them, which they did as well, but much longer.

"Feels good to be a respected hero," Johnny said, walking past them with his family.

As they walked, Pietro decided to break the ice, "So...how often do you do this family thing?"

"Once in a while," Johnny said. "See me and Dash are all about family, so we love bringing them together for meals and stuff. It's usually here but this time we're going over there."

"It's a good bonding experience," Rainbow Dash said. "One we're trying to teach to our daughter."

"Rainbow Dash is the best at Loyalty," Windy said. "She's even got a medal for it!"

"Mom, it's an Element of Harmony, not a medal," Rainbow Dash reminded.

"It's still proof of your talent, and that's all that matters to us," Bow replied.

Pietro turned to Scootaloo, "So you come as well? What about your family?"

"My parents travel a lot, I live with my aunts, but they can't make it," Scootaloo said. "That's why I love being around Dash and Johnny, they're like a secondary family, like the Cakes are to Pinkie Pie."

Johnny raised his eyebrow at Scootaloo, "Did you just compare us to The Cakes?"

"Well yeah, that's not weird is it?" Scootaloo asked.

"Well...no, but it's a bit unusual," Johnny said.

Rainbow Dash chuckled at Johnny's answer, "It's all good, Carrot and Cup are great ponies, not every comparison needs to be to guys like Cap or Stark to be worth a lot."

"Guess so," Johnny said as they approached the portal room, where Sunset Shimmer was reading over some stuff.

"If I calculate the atom shifts here then that should make it easier to locate the next dimension, likely that Namco one. Times like this I wish that girl Rita had given me more details so we can access her world easier," Sunset said, reading over some papers.

"Yo Shimmer!" Johnny said, getting her attention.

"Johnny Storm? What are you doing here?" Sunset asked. "Wait why is Quicksilver here too? And Rainbow Dash with her family?"

"We're going to The Baxter Building for lunch with my family," Johnny explained.

"Wait, Reed Richards was ok with this?" Sunset asked. "I thought he was hesitant or something?"

"Well I wad hesitant because I thought Reed would be, but my sister talked to him and she was ok with Pietro here coming over for some food."

"I promise to be on my best behavior," Pietro said, raising a hoof like a scout.

Sunset looked a little unsure, but if The Fantastic Four were ok with this, then maybe it would be fine. Reed Richards is a very intelligent man so he could likely calculate all possibilities of this visit.

"We'll be back in a couple of hours," Johnny said, leaping through the portal, his family and Pietro not that far behind.

Sunset still felt some uncertainty, so she went to go find Cap or Celestia. Hopefully they can ease her worries, or at least reassure her that they'll be able to take care of anything that goes wrong.

On Earth, the group had successfully made their way through the portal, landing in the Baxter Building. They each took a human form almost instantly, though it took most of them some getting used to.

"It feels so weird walking on two legs," Scootaloo said.

"Hey Pinkie Pie can do it, and I've seen ponies dance on two legs before, it really shouldn't be that different," Johnny said. "Remember the Marvel vs Capcom Tournament? Most of us fought on two legs, it's not that different."

"Still, it feels awkward," Scootaloo said.

"Probably some sciencey reason for it, you'll get used to it fast," Rainbow Dash said, perfectly balanced on two legs. "See? Quick and easy."

"Our Dashie's the best at being a human!" Windy said, using a wall as support.

"You got that right, she can do anything, pony or human!" Bow said.

Pietro turned his attention to Rainbow Dash, "Your parents are really supportive."

"Yeah, they're like that a lot," Rainbow Dash admitted with a slight embarrassed blush.

"Well lucky you I guess, my father barely has anything nice to say about me, barely says anything other than what orders he wants me to follow," Pietro said, then shrugged it off. "Oh well, can't be helped, let's get going, I'm kind of hungry."

Rainbow Dash pitied Pietro, seems like all he really needs is a supporting parent. She turned to her own, both having heard what he said, feeling just as much pity. It's a shame to them that not many kids have the same support from their parents that their daughter does, they just do what they feel all parents should do, and encourage their kids no matter what.

"Johnny! Rainbow Dash!" Sue said, going over to greet them. "Good, you all made it."

"Told ya we'd be here," Johnny said. "I brought Dashie's parents Windy and Bow, along with Scootaloo."

"Sup?" Scootaloo greeted.

"And our precious little filly," Rainbow Dash said, holding Firefly out to her aunt.

"Aw, she's gotten bigger," Sue said, taking Firefly, the toddler immediately resisting. "And still feisty."

"Firefly, be cool!" Johnny scolded.

"Mama!" Firefly said, holding her arms out to Rainbow Dash.

"Heh, guess she still wants me to hold her," Rainbow Dash said, taking her daughter back. "Sorry about that Suzie."

"Oh that's perfectly normal, when Franklin was a baby he hated being away from me," Sue said. "Mothers just have that charm to them, it makes their babies feel safe."

"And my baby knows she has an awesome mom," Rainbow Dash said, then gestured to Johnny. "With an equally awesome dad."

Johnny flexed his arms at the compliment, "Hell yeah."

Sue rolled her eyes at her brother's behavior, "Well the food's just about ready, come with me to the kitchen."

"Lead the way sis," Johnny said, his family and Pietro following Sue. Though as they walked, Pietro noticed something interesting, there seemed to be more portals, including one that had a danger sign on it.

"Huh? Wonder what that could be?" Pietro asked, getting Scootaloo's attention.

"What's up?" Scootaloo asked, not noticing the group leaving her behind.

"There's some other portal there, but it has a danger sign on in," Pietro said. "That's kind of peaking my curiousity, did Mr. Fantastic find some strange dimension or something?"

"Probably, Johnny says there's a whole lot of weird stuff they found, like The Negative Zone," Scootaloo had an idea. "I bet that's it! Ooh, I wonder what type of freaky stuff they have inside!?"

"Yo Scoots, you're getting left behind!" Rainbow Dash called out.

"Hurry up Pietro!" Windy called, then giggled. "Kind of silly asking a speed powered guy to hurry up when you think about it."

"Find out later, let's get going," Pietro said, though as he and Scootaloo left, he eyed that portal once again, wondering about the what lies inside.

---

Back in Equestria, Sunset had explained her worries to Cap, the Avenger leader nodding in agreement. "I get your concerns, but if Rainbow Dash says that Doctor Richards is fine with it, then we have to respect their word."

"Still, lunch at The Baxter Building? With Pietro there? Even if he has no ill intentions, what if his curiosity gets the better of him?" Sunset asked.

"Rainbow Dash and The Fantastic Four are more than capable of handling trouble, but if too much time passes or we sense trouble in that world, we will not hesitate to take action," Cap assured. "For now we have to trust that they know what they're doing, if we show too much lack of trust, it can affect not only Pietro but it might also give the wrong impression to Rainbow Dash as well."

Sunset couldn't argue there, "Alright Captain, but promise me we'll take immediate action the moment something goes wrong."

"You have my word," Cap said. "Also, I believe I told you that you can call me 'Steve', we're all friends here Sunset."

Sunset nodded her head, "Right, thank you Steve."

"Now I have to check on some of the guards, they've been keeping an eye on the villains we captured recently, but it sounds something weird is happening with one of them," Cap said.

"Weird? Like how?" Sunset asked.

"I'm not sure, it had to do specifically with Mysterio, I hope he's not up to something," Cap said.

"The illusionist? You don't think-" Sunset grew worried.

"I hope not, I need to hurry," Cap said, rushing to meet with the guards, Sunset not too far behind.

From not too far away, Magneto had overheard everything, rubbing his chin in curiosity. "My, my now, Mr. Fantastic has actually allowed my son into his home, and now some brewing trouble with Mysterio? Things just might get a little exciting here." Magneto then floated away, ready to sit back and see things unfold.

Negative Illusions Part I

In the Baxter Building, the families were gathered around the table, all the food spread out for them to pick from. The dishes included fine steaks, salads, mashed potatoes, some caviar, breadsticks and an assortment of drinks.

"Nice spread here," Pietro said. "Really went all out."

"Man, even the meat looks good!" Scootaloo said. "I can still technically eat meat right?"

"You should be able to," Reed confirmed. "Your human body is able to properly process it."

"Plus Twilight told me she tried meat when she was first on Earth, it's all good," Rainbow Dash said.

"Sweet, I'm digging it!" Scootaloo said, grabbing a chunk on the food onto her plate.

"Make sure you include plenty of vegetables," Sue reminded.

"Yeah, I got it," Scootaloo said, finishing up her selection of food.

"I say we follow Scootaloo's lead and dig in," Johnny said, grabbing some of his own food.

"I might be with Scootaloo on this, I'm grabbing some of the meat too!" Rainbow Dash said, grabbing some steak.

"Ooh, this salad looks tasty," Windy said, putting some on her plate.

"Can I get the mashed potatoes?" Franklin asked, Ben handing it over to young boy.

"Eat up too kid, this stuff's good for building your protein and junk," Ben said. He then turned to Alicia, "Hey Alicia, need help serving yourself?"

"I'm good thanks," Alicia said, feeling around and getting the food she wanted. The plus side of losing one sense is the enhancement of others, so she could definitely smell something good, and she knows it will taste even better.

"Mama!" Firefly said, getting Rainbow Dash's attention as the little girl pointed to her mouth.

"Don't worry, I got ya," Rainbow Dash said, putting the proper foods on her daughter's place. "Eat up kiddo, your aunt and uncle made this with love."

"And a little science," Reed said. "Cooking can be a type of science since like chemicals, requires the proper amount of ingredients and planning."

"You're boring her Reed," Johnny teased, much to his brother-in-law's annoyance.

Rainbow Dash got a good chuckle out of that, reminds her of the time she's busted Twilight's chops on certain things. "He's just kidding Reed, I didn't find it too boring."

"I'm sure Firefly did," Johnny joked, glancing toward his now messy daughter. "Damn girl, try to make sure the food goes in your mouth."

While the families got a good laugh from that, Rainbow Dash looked around the table. "Reed, Sue, been meaning to ask, you got a daughter right?"

"Yes, we do, her name's Valeria. I take it Johnny's told you about her?" Reed asked.

"Yeah, I've never actually seen her so I'm wondering where she is, I was hoping I would see her today actually."

"She's off at a special boarding school, one that Franklin once attended," Sue said. "Prior to that, we just never really brought her over to your Dimension because well...she..."

"Is a real pain in the neck," Franklin bitterly answered, getting a disapproving glare from his mother.

"Franklin Richards, do not say such terrible things about your sister," Sue said.

"But she is! She's always making a mess, always messing with my stuff, always running around doing something stupid, she's a pain to deal with mom!" Franklin said.

Pietro could suddenly relate to this kid, seems he also has sister troubles. However Reed took the moment to speak up, "I know you and your sister don't always get along, but to say these things is unbefitting of you son, we know you're better than that."

"Your sister loves you and we know you love her, and if you really think there's a problem, then set a good example," Sue said. "You're a nice boy Franklin, you have it in you."

"Sounds like Valeria could use a Friendship Lesson too," Johnny joked. "But seriously Franklin, she's a good kid, besides we both know she can be worse."

"Like turning into Doctor Doom?" Franklin asked.

"Dude, harsh, but yeah, something like that," Johnny said.

"She's not going to end up like Victor, honestly there are times I wish he learned a few Friendship Lessons, maybe he'd be better off. Bad as he is, sometimes I wish things could have been better between us," Reed said.

"Hey, never know what can happen Reed," Johnny said. "Redemption for that guy is gonna be hard as hell, but not impossible...I think."

During this conversation, Pietro just sat there, feeling a bit out of place. While it was nice of the families to give him this chance, he wasn't quite sure what to make of all this. They all seemed really happy together, and despite a few jokes, they did really enjoy each other's company and he could just feel the affection in the air. Plus this talk about redeeming villains makes him wonder if he himself even has any redeeming qualities.

Rainbow Dash noticed Pietro's hesitation, so she took matters into her own hands. She grabbed some food and passed it over to Pietro, "Come on dude, eat up, otherwise you're gonna miss out."

"Yeah, sure thing," Pietro said, grabbing whatever looked appealing to him. "This food was cooked normally right? Like in an oven or something?"

Reed looked somewhat confused, "Yeah? Susan cooked most of it, in the kitchen."

"Not everything we do is in lab Pietro," Johnny said. "We do things like normal people too, most of the time."

"Yeah, try it, the food's fire!" Rainbow Dash encouraged.

Pietro did as suggested, taking a bite out of the dish. "Huh, very decent cooking." Pietro continued taking in the food, seemingly enjoying it. "Been a while since I had a decent home cooked meal, not that I've been eating garbage my whole life but didn't have the quality."

"Well that's very kind of you to say Pietro," Sue said.

"Good thing he didn't eat your food years ago, man that was a bad start," Johnny said, getting a glare from his older sister.

"Excuse me but my cooking was never bad!" Sue shouted.

"Yeah, sure it wasn't," Johnny teased.

"You're still so immature Johnny, I thought being a father would have helped you grow up a little," Sue said.

"Hey there's a difference between being grown-up and being a boring stick in the mud," Johnny said. "And Johnny Storm ain't no stick."

"Yeah, you ain't a stick, yer a matchstick," Ben said, chuckling to himself afterwards.

"Haha, real funny," Johnny sarcastically said. "Not! That joke totally sucked."

"Let's not start any bickering, this is meant to be a family bonding time," Reed urged.

"Come on Reed, bickering is part of family," Rainbow Dash said. "At least that's what I learned from my friendship with Applejack and her siblings."

"Yeah you never seem to bicker with your parents, or Scootaloo," Sue said.

"Guess that makes me and Dash closer than the Apples," Scootaloo proudly said.

Pietro rubbed his chin in thought, "So, families bickering is normal?"

"You bicker and argue with your sister dude, I figured you'd know that," Rainbow Dash said.

"Well when she gets mad it's like the end of the world, so I assumed that was one of the things I needed to learn, to get along better with my sister," Pietro said.

"Just because people argue doesn't mean they can't be a family, I mean yeah if it's extreme like you and your sister that's one thing, but families can have disagreements and still be close," Rainbow Dash said.

"It's about remembering deep down that families love each other, you can disagree with your sister, just try not to make her too upset and try to be understanding in the future," Sue said.

"What about my old man?" Pietro asked. "Kind of hard to have that mindset with him, he isn't the most decent person."

"That I can't really comment on, I don't know your father that personally, and no I don't count having to occasionally do battle with him as knowing him personally, especially since he's more of an enemy to the X-Men than us," Reed explained. "But it sounds like you and your sister might be in the same boat, at least try to find a common bond with her."

"Not to be a downer, but on the chance that you and your pops don't end up getting along, you at least have someone there by your side," Ben said. "Sorry to say but being family doesn't always mean close bonds, isn't that right Stretch?"

Reed nodded in agreement, "I have had issues with my own father, so I can relate to you on that. Though we have attempted to work things out, so there is always that possibility. You can't choose family, usually, but you can at least try to make the most of it. Who knows, one day you may have a family of your own, if what you learn from Rainbow Dash doesn't work with your immediate family, it can work with a family you started. When my son was born, I made a promise to never make my father’s mistakes, so far I've made good on my promise, so you just gotta do the same."

Pietro seemed somewhat surprised by what Reed had told him, who knew such a respectable hero could have something that made the young mutant relate to him. "Tell me this at least, how do you not let frustration take over you?"

"That takes internal strength," Reed said. "Remembering the good in your life, and if you don't have anything good, go find it. I had friendship, Ben has always been my best friend since I was a child and has helped me through a lot of rough patches."

"Kids used to pick on stretch, so I gave them a nice clobbering," Ben said.

"Yes, we had an unlikely friendship," Reed said. "I was a quote on quote, nerdy kid, and he was the jock that everyone loved. Yet he choose to be my friend, even though he could have easily been another bully."

"What can I say, he was a smart kid, and I had a lot of respect for that," Ben said.

"Thanks to Ben's friendship, I was able to find the confidence in myself to always push forward and excel in my goals, never letting anything in life get me down," Reed said. "Ben was the perfect friend to have, because he always had your back."

"Come on Stretch, yer getting too sappy fer me," Ben joked. "Reed here has been a big help to me as well, thanks to them tutoring sessions, I was able to get through school and also not get kicked from a sports team for having too many failing grades."

"The least I can do, plus being a tutor was very enjoyable, I liked it so much I eventually became a University Professor," Reed said.

"Wow, talk about the Magic of Friendship," Rainbow Dash said. "Twilight would be so proud, you ever tell her this story? She'd probably love to reference it sometime."

"I'd be glad to tell her more about my life experiences," Reed said, then turned back to Pietro. "I hope you've gained some insight as well."

"Well from what I can deduce, you're part scientist, part superhero, part teacher, anything else to add?" Pietro asked.

"Easy, father and husband, two more proud accomplishments," Reed confirmed. "Now tell me, what do you hope to accomplish while learning under Rainbow Dash?"

"Uh, well I'm learning Loyalty," Pietro said.

"Yes, you are, but what will you do with that Loyalty?" Reed asked. This question Pietro did not have an immediate response for. He even seemed kind of stumped. "It's fine if you do not have an answer straight away, I just hope you take the time you have learning from her to figure it out."

Pietro simply nodded and went back to his food, wondering what would he be doing after his lessons finish. He thought only so much about getting it over with, but never about the knowledge he would get. Though if he had to be fully honest, he never really cared much about the Loyalty aspect, he only did this due to instruction from his father, though now he wonders if he can gain anything else from these lessons. Time would tell.

---

Back in Equestria, Cap and Sunset were checking the dungeon area with a couple of guards, making their way past the cells of several villains, such as Staine and The Sinister Six, looking for at least one of them.

"Mysterio's cell should be right here," one guard said, gesturing to the magician's holding place. From what they could see, Mysterio was sitting in his cell, just minding his own business while generating some sparks from his hooves.

"Um...it doesn't look like he's doing anything," Sunset said. "He's just sitting around doing nothing."

"He's been doing that for a few days now, and whenever we open his cell to feed him, he doesn't react," a guard said.

"Yeah, it's like he's been stuck in this idle position for ages," the second guard said.

"Open the cell," Cap instructed, to the worry of the guards.

"Are you sure about that?" a guard asked.

"Yes, just open it, I'll check for myself," Cap said. The guards dared not to argue with the Avenger leader and did as instructed, Cap cautiously making his way inside, holding his shield close in case anything happened.

He got closer and closer to Mysterio, the pony not moving or doing anything. Then in a quick swift motion, he slammed his shield down on the villain to the surprise of Sunset Shimmer and the guards. Even more surprising was the fact that Mysterio had completely disappeared, leaving only an electric device.

"That wasn't the real Mysterio, it was a hologram," Cap said.

"You seemed really confident about that when you slammed your shield down," Sunset said.

"One thing that gave it away was that Mysterio doesn't actually have magic powers, everything's an illusion," Cap said. "He came to this world as a Pegasus, not a unicorn, or an alicorn as he pretended to be."

"Wait, his powers are fake?" Sunset asked. "But what about the damage he caused in Ponyville?"

"It was his suit, when we apprehended Mysterio we removed all of his devices like we did with the other villains, but somehow Mysterio still managed to escape, question is when?" Cap wondered.

Sunset looked almost in a panic, "I think right now our biggest worry is where he might be!?"

"Good luck finding him," Sandman said from his cell. "That guy's a master of disguise, with that fancy tech he could be anywhere, he could even still be here pretending to be a guard for all we know!"

"Now you just gave away the surprise Marko," one of the guards said. He immediately knocked out the other guard with a whack to the back of the neck and then grabbed Sunset, holding a spear to her neck as he dropped his disguise, revealing himself to be Mysterio, completely in costume. "Hello Captain."

"Mysterio! Curse you!" Cap shouted, immediately grabbing his shield.

"One wrong move and you can say good-bye to this little pony," Mysterio warned.

Cap looked frustrated, though that anger slowly turned into a smug smirk. "The only one here who has made a bad move is you, for not escaping when you had the chance." Cap then held his shield out as if presenting it to Mysterio.

"What are you getting at?" Mysterio asked, then in an instant, Sunset had used her magic to quickly grab the shield and slam it into Mysterio's head, cracking his bowl a little.

"Next time you take a hostage, try not to take one who can take care of herself just fine," Cap said as Sunset returned his shield.

"And unlike you, I actually know magic," Sunset added. "You're going back in your cell!"

"Real clever," Mysterio said. "Don't think I haven't come my own back-up!" In an instant, Rhino had appeared behind both Cap and Sunset, getting both their attention.

"Another escape!?" Sunset asked as she and Cap dodged a punch. Cap quickly threw his shield but to his surprise, it faded through and Rhino had disappeared.

"Another illusion!?" Cap shouted, the two turning around to see that Mysterio was gone. "He escaped!"

"Not good, we gotta warn everyone!" Sunset urged.

"Right, let's not waste time!" Cap ordered, then saw the guard that Mysterio knocked down earlier stand up. "You alright solider?"

"I'm fine, lucky shot," the guard said. "Where's the villain?"

"We're not sure, round up the rest of your men...er I mean ponies and search the castle, we can't allow him to leave," Cap said.

"Make sure we scan outside too, last thing we want is for him to escape Canterlot," Sunset said.

"What could he be planning?" Cap wondered. "Is he working with someone or on his own?"

"What if he wants revenge on Peter?" Sunset asked.

"Peter...that's right, we gotta let him know as well, if anyone knows Mysterio it's Peter," Cap said. "Let's hurry, we have a villain to stop."

"Pfft, good luck finding Mysterio, by the time you find him he'll have the power to destroy the lot of you," Sandman said.

"Do you know anything about this Marko?" Cap asked.

"Nah, guy mostly kept to himself, selfish bastard," Sandman said. "But I gotta give him credit for this escape, too bad he didn't think to bring the rest of us with him."

"Some ally!" Rhino said from his cell. "Even using my likeness to his advantage! If he let me out I could have actually done something!"

"Sure you could have," Cap sarcastically said. "Let's hurry Sunset." He quickly grabbed a radio from his sides, "Clint, it's Steve, are you around? I need your assistance."

The groups quickly spread out in an effort to stop whatever Mysterio was planning.

---

Back at the flower shop, all the ponies remaining there had finished up with the planting, Wanda feeling satisfied at her work.

"These powers do look pretty nice," Wanda admitted.

"Don't they?" Twilight said. "Daisy and her friends do a great job of planting and growing flowers, and they get really nice seeds with great soil to work their magic."

"Wait is this literally magic?" Scott asked.

"Not everything in Equestria is magic Scott," Trixie said, albeit in a belittling way.

"Someone's on their high horse, or rather is the high horse," Scott said, much to Trixie's annoyance.

"Real cute, at least I'm not an insect," Trixie replied.

"Behave you two," Twilight lightly warned.

"Hey he/she started it," both said.

"Those two are quite the pair," Wanda said.

"They're funny," Mayday added. "I like Scott, he's fun like my daddy."

"That was extremely adorable of her to say," Scott said. "Mayday has reached a new level of adorableness that only my daughter has reached."

"We appreciate that Scott," Twilight said. "Our daughter is adorable."

"Well she does take after me," they heard Peter say, the hero making his way over. "But of course she also gets her looks from Twilight."

"Oh, Spider-Mane," Daisy said. "How are my friends?"

"Daisy, you can call me 'Peter', I'm not Spider-Mane all of the time," Peter said.

"Hey I've been meaning to ask, why are you called 'Spider-Mane'?" Wanda asked. "Doesn't 'mane' mean 'hair'? By Earth terms you'd be Spider-Hair."

"Yeah, you could have been Spider-Stallion or Spider-Colt, or even Spider-Pony, where did 'Mane' come from?" Scott asked.

Peter sighed in annoyance, "I feel like I get asked this a million times. I didn't pick the name, Pinkie Pie did. I know Spider-Mane sounds ridiculous but it's stuck with me and hard to change."

"Is it really? I'm sure heroes have adjusted their names before," Ant Man said. "Pretty sure my predecessor Hank Pym also went by Giant Man, and at least once used the name 'Yellowjacket', so it's not impossible for you to do a slight tweak."

"I think Jean Grey's changed her codename at least once as well," Wanda said. "She went from Marvel Girl to Phoenix."

"Phoenix? Isn't that more of a curse than a hero name?" Scott asked. "She's spent years keeping it under wraps out of fear of it unleashing again."

"You're thinking of Dark Phoenix, but yeah she definitely needs to keep that under control," Wanda said. "She's done a good job so far at least, because that type of power won't just endanger a single planet, it might wipe out a galaxy," Wanda said.

Scott started to sweat nervously, "Uh...isn't that a bit of an exaggeration? I mean is it really THAT powerful?"

"You have no idea what Dark Phoenix can unleash onto the world, just hope she never finds her way here, the catastrophe she can bring to this land could be unspeakable," Wanda said. "Especially if combined with the magic that comes from being here, the power of a Unicorn, or the speed of a Pegasus, or the strength of an Earth Pony, I wouldn't wanna be around here with someone like Jean Grey and her Dark Phoenix abilities."

This conversation made Peter realize how much Jean Grey must be struggling deep inside, especially after his time getting to know Luna, who has had similar struggles with The Nightmare. "If that were to happen, if Dark Phoenix were to emerge, we'd be there to help Jean like we would do for any friend."

"I hope Friendship is enough to stop that," Scott said.

"Friendship can do anything if you believe in it," Twilight said.

"Wow...that's incredibly sappy," Scott said, to Twilight's annoyance.

"Why does every outsider say that?" Twilight wondered. "Friendship obviously exists in other dimensions aside from this one, even Capcom values friendship from what I've heard. Ryu, Chris Redfield, Dante, they all admitted how much they care about their friends and that they would do anything to keep each other safe, how is that sappy?"

"Just the way you worded it," Scott said. "Hey I'm friends with The Avengers and I don't get all sappy, none of us do, except maybe Cap once in a while."

"Um, excuse me?" Daisy interrupted. "Sorry to intrude on your conversation, but Spider-...I mean Peter never answered my question."

"Huh?" Peter said, thinking back to a moment ago. "Right, your friends. They're fine, they'll be out of their rooms by tomorrow, most of the damage went to the wall of the store."

"That's a relief," Daisy said. "Not my store, but my friends being alright."

"You can build another wall, but not another friend," Peter said.

"Unless it's a robot," Scott said, much to Peter's annoyance.

"Dude, come on, you know what I mean," Peter said.

"Yes, now stop being so annoying," Trixie said. "It's quite bothersome."

"But funny," Mayday said, getting a smug grin from Scott.

"Kid likes me, take that wizard girl," Scott said.

Trixie rolled her eyes, "Even Peter can make a more creative quip than that."

"What do you mean, 'even Peter'? Quips are my thing!" Peter said. "I can make a hundred quips right now if I wanted to."

"Don't, I don't need the second headache," Trixie said.

"Same, now let's finish up here, then we can go to Sugarcube Corner for some treats," Twilight said.

"Yay! Treats!" Mayday cheered. "Get a move on ponies, I want my double fudge chocolate cake!"

"You heard the filly," Peter said. "We should also get some treats for Rose and Lily, just to show them we're sorry for injuring them."

"They would like that, I can even write down what they'd like too," Daisy said. "Um...you wouldn't mind grabbing me a cupcake would you? The pumpkin flavored one?"

"Sounds good to us," Peter said. "Let's get to cleaning."

---

In the Capcom world, Chun-Li and her team of Spencer, Zero, Cammy and Carlos were searching through some 3D maps, showing different parts of their world and extra dimensions. Their goal was to locate any nearly multiverses they can get in contact with, or at least mark on their maps to know what resides there. Partially to potentially expand allies, partially to find new challengers to test their abilities, but a big part was the hopes of finding where Wesker and his allies had gone.

"I can spot a few rifts, those would make good weak spots to infiltrate," Chun-Li said. "Find some information on those worlds, and make sure if they are other worlds or not."

"What else could they be?" Carlos asked.

"Different timelines or internal dimensions," Zero explained.

"Internal dimensions, the dimensions that are contained within our own reality correct?" Cammy asked.

"Yeah, hard to explain I know, but those are dimensions still within our world, like how the Marvel world has Asgard and such," Zero said.

"This dimensional thing is so complicated, almost miss the more simpler days of my work, you know, fighting zombies and stuff," Carlos said.

"It's confusing even to me at times," Chun-Li said. "But it's also fascinating to see what different worlds we can find. Besides we all know the other reason why we're doing this."

"Yeah, finding Wesker and stuff," Carlos said. "Question is, does he really have access to these other dimensions?"

"He's got Vergil and Tron Bonne by his side, between one's magic and the other's science, we can't rule out the possibility of his potentially unlimited access to the multiverse," Chun-Li said.

"Thing about Tron Bonne is that while she's intelligent, I don't think she has the capability to build dimensional portals," Zero said. "Then again I don't know her too well, for that me and X would have to contact Mega Man Volnutt. But it seems like she spends her time and resources on those silly looking robots and those other weird inventions of hers."

"We also can't rule out the possibility of Wesker having extra resources," Cammy said. "Juri Han assisted in his escape, he might be working with S.I.N."

"That would be odd since he was working with Bison, both S.I.N. and Shadoloo don't exactly get along that well," Chun-Li said.

"He likely just works with whoever he can to get the job done, probably in secret too, for all we know he might have had contacts in both places and just used both resources, sneaky guy that Wesker is," Zero said.

"We gotta check every group possible, he knows who his enemies are, and might make use of ours," Spencer said. "I sure as hell am keeping a lookout for any chance he might have teamed up with Bioreign."

"Or even Sigma," Zero said. "That would be a nightmare."

"Say, is Hiryu coming today? We can ask him to keep an eye out for his own enemies, Wesker might have contacted them as well," Cammy said.

"Hiryu should be here shortly," Chun-Li said. "I know yesterday he was doing some training somewhere in Tokyo, hopefully he found time to come today."

"He's actually on his way over now," Spencer said. "I just contacted him a few minutes ago, he should be here shortly."

"That's good," Chun-Li said, sighing in exhaustion. "This just became more complicated than it needs to be. If Wesker forms an army of sorts, not only is this world in danger, so is every other world he had his eye on. Including Marvel, Equestria and a few others."

"You really think Wesker's after the other worlds?" Zero asked.

"Years ago, during Capcom's invasion of Marvel, myself along with Spencer teamed up with two of The Avengers, Hawkeye and The Wasp, and the four of us infiltrated Doctor Doom's lair and overheard his plan with Wesker. They intended to take over the rest of the multiverse after they finished with Marvel, Capcom and Equestria, so yes I do believe Wesker is planning that far ahead. I already promised Spider-Man that I wouldn't let anything happen to his old or new home, I can't let him down."

"Spider-Man would do the same for us, if The Green Goblin had invaded our world back when he had the power to, Spider-Man would have stopped at nothing to bring him down," Spencer said.

"Spider-Man helped us out big time a few years back, even if most of us were too proud to admit it, we owe it to him to make sure this threat gets squashed," Zero said.

The others murmured in agreement, just as Strider arrived. "I apologize for my lateness."

"It's fine Hiryu, we're glad you could make it," Chun-Li said.

"How's your training going? Getting stronger I hope," Spencer said.

"My strength does grow, but I was also training others, including that young ninja Ibuki," Strider said.

"Ibuki? I from the Street Fighter Tournaments?" Chun-Li asked. "That's nice of you."

"Yes, well it was at the request of her sensei, she has the talent, but not the discipline," Strider said. "She already has high ambitions as well."

"What does she want to be the next World Warrior Champion or something?" Spencer asked.

"No, she wants to do battle with Wolverine," Strider explained.

"Wolverine!? Are you being serious?" Spencer asked.

"When am I not Nathan?" Strider asked.

Spencer shrugged it off, "Got me there, why does she want to fight Wolverine though?"

"She believes him to be the strongest warrior in all of Marvel, and after learning of our bouts with that world, she wants to take part in that next, she even desires to go to Equestria someday," Strider said.

"She wants to go to Equestria?" Chun-Li asked. "That's surprising."

"I'm surprised she's considering Wolverine," Cammy said. "Isn't Spider-Man the strongest?"

"She does not have a very high opinion of Spider-Man," Strider explained. "Unfortunately it seems that we still have those who still see Spider-Man as more of a nuisance than a hero."

"It's dwindling," Chun-Li said. "You can thank Ryu's influence for that."

"The only other guy that doesn't seem to like Spider-Man much is Frank West, why I don't even know," Spencer said.

"Frank's a pretty unusual guy, best not delve into it," Chun-Li said. "As for Ibuki, I see no reason she can't come to Equestria some time in the future, might make for an interesting training session at least."

"I'm just worried she will attempt to do battle with Wolverine though, she is not at that level," Strider said.

"We'll just let him know, Logan's actually a very relaxed man when he's not fighting, and he's pretty understanding I'm sure, he does work at a boarding school and usually interacts with kids," Chun-Li said.

"Doesn't he have a kid of his own, that girl with the claws?" Spencer asked.

"Yeah, he's also expecting another child since his wife's pregnant," Chun-Li said. "Maybe Logan will indulge Ibuki one day but for now I agree that she shouldn't be in a serious spar against him."

"The more you think about it, I honestly don't think it's all that surprising she wants to do battle with Wolverine," Cammy said. "The Marvel and Capcom rivarly started with us Street Fighters battling against the X-Men, perhaps Ibuki strives to make a name for herself battling against our first true out of world rivals."

Chun-Li looked intrigued by the statement, even she hadn't thought of that, "That's actuallya good point. Funny, at this point when we think of the Marvel world, usually Spider-Man or The Avengers come to mind to many of us, yet we forget it started with The X-Men, at the very least when Ryu showed his sign of respect to Cyclops."

"They went from friendly rivals, to fierce rivals, and back to friendly," Spencer said. "Amazing how that works."

"Ryu really changed during that, epsecially during his bout with Spider-Man, I've never seen him so bitter, not even when fighting Bison," Cammy said.

"I don't think Ryu really hated Bison all that much, he just didn't like him, his true rival is that creepy Akuma guy," Spencer said.

"So Spider-Man is the equvilant of Akuma?" Zero asked.

"That's a weird way to put it," Chun-Li said. "Peter's way to gentle to be anything like that demon of a man, unless you're a villain."

"Just tell Ibuki she's got her wish of going to Equestria, but she needs to be prepared for anything," Spencer said.

"Will do, I thank you for your consideration," Strider said, with a bow.

"Anytime Hiryu," Chun-Li said. "Now let's get back to work."

---

Back in Equestria, Twilight's entire group had reserved a booth at Sugarcube Corner where Pinkie and Boom both delivered their sweets.

"Here you go!" Pinkie said, passing the plate along. "Enjoy!"

"Thanks Pinkie Pie, you too Boom," Twilight said.

"You didn't put in anything that we'll regret eating, did you?" Scott asked.

"Hey, you never know," Boom deviously said.

Pinkie cleared her throat, "Boomie..."

Boom rolled her eyes, "No Ant dude, I didn't. I have Deadpool breathing over my shoulder, sometimes literally, waiting for an excuse to off me if I screw up, your food's fine."

Pound Cake suddenly made his appearance, poking through Pinkie's mane, "I made doubly sure Mayday's cake would be to her liking."

Mayday looked somewhat worried, "Uh, did you make this cake by any chance?"

"Oh no, my mom did, but if you want I can bake you one of my own, I'll even use my special recipe," Pound offered.

"Uh, that's ok, I don't want you going through the trouble," Mayday insisted.

"She's fine Poundie, maybe next time," Pinkie offered.

"Um, alright, I'll make her something yummy when I do," Pound said, flying back into the kitchen area.

"How sweet," Boom said, turning to Mayday. "You got a boyfriend that would make treats for you, lucky girl."

Mayday began to blush at Boom's statement, "Um, he's not my boyfriend, he's barely even my friend."

"Mayday! Don't say stuff like that," Twilight scolded. "You know Pound and Pumpkin see you as a friend, and they're really nice foals."

"But Pound's really weird when he's near me and Pumpkin's too sassy," Mayday said. "Besides I don't need friends, I have you and daddy."

"You really wanna be the lame kid who hangs out only with their parents?" Scott asked, getting a slight glare from Peter and Twilight. "Hey I'm a father too you know, I wouldn't want to be my daughter's only friend, I would want her to expand and make friends closer to her age."

"He's not wrong," Trixie pointed out. "Wow, can't believe I'm actually agreeing with him."

"Is there something you wanna tell me you sorcerress wannabe?" Scott asked.

"Excuse me! I am Great and Powerful" Trixie declared.

"Let's not start arguing," Twilight interjected. "Look, I agree with Scott as well, Mayday should be making friends, and it looks like I'm going to have to take action." She turned her attention to her daughter. "Mayday, I expect you to take the time to get to know the twins a lot beter, when I was your age I thought I didn't need friends either, and it led me to making foolish choices, including blowing off a friend's party, a decision I still feel guilty of to this day. Princess Celestia encouraged me to make friends here in Ponyville and it's benifited me greatly, and now I'm helping in teaching others like Wanda about friendship, so now I'm going to do the same thing for you.'

"But mom, making friends is hard and boring, and no one's gonna be as cool as daddy is," Mayday said.

"Wow Spidey, that's the first girl who's called you cool!" Deadpool shouted from the kitchen.

"What!? No she isn't!" Peter shouted.

"My point is...!" Twilight said, trying to pause another potential argument. "While yes, I understand you idolize your father, and for very good reasons, you still owe it to the twins to give them a chance, same with Johnny's nephew Franklin, he seems to want to talk to you when he's here but you never give him a chance, you barely interract with your cousin Flurry Heart, and she loves you a lot. You need to embrace those around you honey, it's for your own good."

"Your parents might not be around forever, I know it's not something a kid wants to think about, my daughter hates when she's told this too, but what a parent wants is for their kids to be happy, and for them to find others who care about them almost as much as they do," Scott said.

"Well Twilight's an Alicorn and I have magic similar to an Alicorn, so we might be around forever for all we know," Peter said.

Scott glared slightly at the webbed hero, "You constantly put your life at stake when villains show up, sometimes stupidly. I'm honestly surprised you're still alive. I mean yeah I put my life at stake too but even I don't make that many stupid decisions." Scott turned to Mayday, "Just take what your mother is saying into consideration, if you want you can even hang out with my daughter, sure she's a little older but it'll be like having a big sister, and I know my daughter will be really nice to you."

Mayday shrugged in annoyance, "Fine, I'll try."

"I'm happy to hear that, I'm sure you'll love it sweetie," Twilight said.

Moments later, a new guest had arrived in the store, getting Pinkie's attention. "Welcome to Sugar-Oh hey, aren't you one of The Avengers?"

This got the attention of everyone else at the Parker-Sparkle booth.

"Hey it's Hawkeye," Peter commented.

"Oh Peter, good you are here," Clint said, flying over to Peter. "We have a problem back in Canterlot."

"What type of problem?" Peter asked. "Did another villain come through the portal?"

"No, but it does involve a villain, one of yours in fact," Hawkeye said. "I'll just get to the point, Mysterio escaped from his cell and it sounds like he wants revenge on you for foiling him for so many years."

"Mysterio!? Wait how did he escape!?" Peter asked.

"Cap's not sure, it must have been pretty recent since he was still in Canterlot when everyone found out, unless Mysterio was planning this for a while, he did try to do away with both Steve and Sunset Shimmer," Hawkeye explained.

"Great, now bowl head's gonna cause trouble," Peter lamented. "What about the other villains?"

"They're still in their cells, the guards even double checked to make sure they weren't illusions," Hawkeye said.

"Speaking of illiusions," Scott said, suspiciously eyeing Ant Man. "How do we know you're not an illusion?"

Twilight quickly did a quick scan of Hawkeye, shaking her head afterwards, "He's not an illusion, that's the real Hawkeye."

"Oh cool, you can do that?" Hawkeye said. "Spidey, if you're going after Mysterio, you should definitely bring your wife."

"We she is my sidekick," Peter joked, much to Twilight's bemusment.

"Cute, but if anything you're my sidekick, I am stronger than you," Twilight said, getting up from the booth. "Trixie, take Mayday home and keep an eye out for trouble."

"Don't worry, as an illusionist myself, I can tell reality from fraud," Trixie said. "But what about Wanda?"

"I can help you find Mysterio if you'd like," Wanda said. "Three is better than two."

"I don't think your father will appreciate us bringing you to stop one of my villains," Peter said.

"Come on, I doubt he would care, we can take him down easier if we team up," Wanda said.

"It could also be a Friendship Lesson," Scott said. "A Super Friendship Lesson."

"The more help we have the better this will be," Hawkeye said. "Lang, you should try helping as well, I'm gonna let the others know, we gotta stop Mysterio before he does whatever it is he wants to do."

"Yeah sure thing," Scott said.

Peter turned his attention to Pinkie Pie, "You should let Deadpool know, maybe he can help too...but only if he brings him back alive."

"I'll let him know," Pinkie Pie said. "Good luck and be careful Peter.

The heroes quickly spread out in hopes of finding Mysterio, ready to put a stop to whatever evil plans he may have had. But that wouldn't be the only trouble for the heroes to overcome.

---

Back in The Baxter Building, the families had finished up their lunch and were about to go home. Pietro had been unusally quiet throughout the lunch, likely thinking over what Reed had asked him. He can't fathom why he's thinking this through a lot, he believed he didn't even care that much about Friendship, perhaps he was wrong about his thoughts.

"Thanks for having us over Reed, we should do this again soon," Rainbow Dash said.

"Next time we'll host it at our house!" Windy suggested.

"Might be hard, I don't think they all take the forms of Pegasus Ponies, so it'll be hard for them to come to Cloudsdale," Bow said.

"But dear, Dashie's friend has a spell for that, remember?" Windy reminded.

"Huh? Oh right, silly of me to forget, Princess Twilight Sparkle can help," Bow said, then turned to the group. "It's settled, you can all come over to mine and my wife's home next time."

"I hope all of you can make it," Windy said.

"That'd be great," Ben said. "But I am a little worried about Alicia."

"Ben I can handle it, I just need to get used to the anatomy," Alicia insisted.

"Think going to Equestria could even improve her eyesight?" Scootaloo asked. "Maybe the magic or something?"

"It doesn't really work like that Scoots, at least I don't think it does," Rainbow Dash said.

"Yeah, Daredevil was still blind when he went to Equestria," Johnny said. "But I think Alicia will be fine."

"Yes, I think so as well," Windy said. "If it'll make you feel better, you can even bring a relative of your own, like do you have a parent that can-"

"NO!" The Fantastic Four and Alicia shouted in worry, much to Windy's confusion.

"O...k then?" Windy wasn't sure what to make of that, neither were the other Equestrians.

Rainbow leaned in to whisper to Johnny, "What was that about?"

"Tell you later, it's a really weird story," Johnny said.

During this, Firefly got bored and began to crawl off, with only Franklin noticing.

"Hey, come back," Franklin said, going after his little cousin, leaving the adults to themselves.

"I'll be fine on my own Mrs. Dash," Alicia said. "Or rather with Ben and the rest of the family."

"Ok if you say so dear," Windy said. "Well we best be off."

"Right, I'll grab Firefly and-" Rainbow Dash looked around and saw that she wasn't around. "Hey where's Firefly?"

"Franklin was with her," Johnny said, then noticed that Franklin had left as well. "Franklin? Firefly?"

"I see them, they're going towards the portals," Scootaloo said. "Wait they just made a left, where are they going?" She began to follow after them, the others joining.

As Firefly arrived in the room, she noticed the button and her curiosity began to rise as she pulled off her shoe and threw it at the button, opening up a portal.

"H-hey! You're not supposed to do that!" Franklin said, running over to grab Firefly. The young girl however hastily crawled towards the portal inside with Franklin following after her.

Once the others arrived, Reed looked on in shock and fear at what transpired, "NO! That's the Negative Zone!"

"I got them!" Johnny said, flaming on. He flew over to grab them when a monster peered it's head out, surprising everyone in the room. "Holy shit!"

The monster attempted to attack, with Johnny dodging and throwing a fire ball in it's face. Soon a few more monsters began to emerge from within the dangerous dimension.

"Not good!" Rainbow Dash said, then turned to her parents. "You two stay back!"

"Alicia, stay with them!" Ben said, gesturing his girlfriend over to the two as he readily slammed his fists. "It's Clobberin' Time!"

Ben joined Rainbow Dash and the rest of the Fantastic Four in fighting away these monsters. While everyone was distracted, Firefly again snuck into the zone, with Franklin noticing. "Hey come back!"

He ran after her but a monster blocked his path, frightening the boy. As the monster lunged to attack, Pietro had sped between the two and did a hundred punches in a matter of seconds, knocking the monster away. "Go get the girl ."

"Thanks Quicksilver!" Franklin said, rushing to the portal. Scootaloo also rushed inside, wanting to protect her honorary niece as well. Firefly didn't get very far when Franklin grabbed her. "Finally got you."

"Ah! No!" Firefly shouted, struggling a bit.

"Hey cut that out, you caused a lot of trouble!" Franklin scolded.

"Franklin!" Scootaloo said, rushing to the two kids. "Good you got her, jeez what is this place?"

"Tell you later, let's get Firefly to safety," Franklin said, trying to control the struggling child. "Ugh, she's almost as bad as my sister."

As they attempted to leave, another monster stood in their way, Scootaloo placing the kids behind her. "Crap, another monster!"

Pietro noticed from where he was and rushed inside the Negative Zone to attack, knocking the monster away. "Man these things are pests, let's hurry back outside so Mr. Fantastic can close-" Within moments, the portal leading back to the Baxter Building had closed down, leaving the four stranded. "Oh boy."

"H-hey! The portal!" Scootaloo shouted. "What the heck happened to the portal!?"

"Beats me." Pietro then turned around quickly when he thought he heard something, "Stranded and in danger, really bad combination."

Franklin looked extremely worried himself, he knew the Negative Zone was a dangerous place, to be stuck there was like a nightmare. "I hope my mom and dad fix this soon."

Outside, after all the monsters had been defeated is when Reed realized the situation. "The portal's gone!"

Sue looked around, "Oh God, where are the kids!?"

"Quicksilver's gone too!" Ben pointed out.

Johnny nervously turned his attention to the portal, "You think they got stuck when that thing went down!?"

Reed wasted no time checking on the panel that opened the portal, "It looks like one of those monsters damaged the portal's passage during the fight!" He frantically searched around to observe the damage, "Ugh, this is not gonna be a quick and easy fix!"

"Wait, so my daughter's stuck in that weird dimension!?" Rainbow Dash asked.

"Unfortunately yes, your daughter, my son, Scootaloo and Quicksilver are all trapped in there!" Reed said, slamming his fist in frustration. "Dammit! We need to get them out of there now!"

Rainbow Dash looked like she was starting to panic, "Not good, not good!" She frantically looked around to see if there was anything else she could do, there had to be something
"I got it! Sunset Shimmer! She can help! Or maybe we get Doctor Strange, anyone who is able to make portals! I can search Equestria for Shimmer, Johnny or anyone else can go to that Sanctorum place that Strange lives in!"

"Actually that's not a bad idea," Johnny said, then turned to Reed. "Get started on fixing that, Dashie and I are working on plans B and C."

"I'm open to anything that can get this portal open," Reed said.

"Good, let's fly Dash!" Johnny said, flying out the building toward the Sanctum Sanctorum while Dash went through the portal.

"Um, Doctor Richards?" Windy said. "Are there really that many monsters in that dimension?"

"Surely Pietro can take care of them, or at least keep the kids out of danger, he's got the speed for it," Bow insisted.

"It's not the monsters I'm worried about," Reed said. "It's Annihilus."

Deep in the Negative Zone, a creature on his throne had felt a disturbance in the dimensions. "Well now, have my old friends returned?"

The creature known as Annihilus stood up from his throne, preparing to meet his guests in the way he knows how to.

Negative Illusions Part II

In Equestria, Rainbow Dash had flown through the portal at great speeds, searching throughout the castle for any sign of Sunset Shimmer.

"Come on Sunset, where are you?" Rainbow Dash asked as she flew around. However she did find somepony else who could be of assistance, "Yo! Cap!"

Cap, who was overseeing the search for Mysterio, had turned to see the speedy Pegasus flying in. "Rainbow Dash? I'm glad to see you, we have trouble!"

"Yeah we do!" Rainbow Dash said, then realized his words. "Wait trouble? Did Reed already contact you about that happened in The Baxter Building?"

"Baxter Building? No, wait was Mysterio there!?" Cap asked.

"Mysterio? No I'm talking about that portal to the Negative Zone being opened," Rainbow Dash said. "Wait what about Mysterio? Wasn't he one of those Sinister Six guys?"

"The Negative Zone opened!?" Cap asked, not acknowledging Rainbow Dash's question. "How did that happen!?"

Rainbow Dash shook her head in frustration, "Ugh, looks like we both have trouble then, look just tell me your situation and I'll tell you mine, but we gotta make it fast, my daughter's life is danger."

"I'll explain quickly then," Cap said. "Mysterio escaped his cell and we've been searching all over Canterlot to find him, but we've hadn't had any luck. I just sent Hawkeye to tell Peter so hopefully we can stop him before he unleashes whatever plan he's making."

"Alright, and here's my story," Rainbow Dash said. "My daughter was messing around and opened a portal to the Negative Zone, and while fighting the monsters that escaped, my daughter snuck inside. My nephew Franklin along with Scootaloo and Pietro tried to get her but the portal was closed due to the panel getting damaged, and now they're stuck inside."

Cap rubbed his chin in thought, "So now we have two problems. Alright we'll split our resources, is there anything we can do to help?"

"I need to find Sunset Shimmer, Reed's trying to fix the portal but he's afraid it's gonna take too long," Rainbow Dash said. "So we figured she could make a portal through her magic."

"Good idea, now I take it everyone else is back in the Baxter Building?" Cap asked.

"Yeah, well Johnny went to find Doctor Strange, just to be absolutely sure we get this done," Rainbow Dash said. "What about your situation though? How are you gonna find this Mysterio dude?"

"It's gonna be tricky due to his skills in illusions, so everypony is gonna be on high alert," Cap said. "His magic may be fake but his science is definitely something to worry about."

"Well I'll try to keep a lookout if I can, but my main concern is rescuing my daughter, nephew, Scootaloo and Pietro, I don't think Magento would be too happy if his son bit the dust," Rainbow Dash said.

"Good point, last thing we want his his ire as well, alright I'll contact Sunset Shimmer and have her sent to the Baxter Building, hopefully Johnny can reach Doctor Strange and the two can combine their skills, just like before," Cap said.

"Right, and I'll let Reed and the others know about Mysterio," Rainbow Dash said. "They'll probably be more focused on The Negative Zone, but it's still a good idea to keep them up to date."

"Good point, plus if they should be able to free the others then that would allow them to take immediate action to stop Mysterio," Cap said.

"Also, does Celestia know about Mysterio escaping?" Rainbow Dash asked.

Cap looked solemn for a moment, "No, she and Luna had just went to meet with Dragon Lord Torch, both sides want to come to an official agreement about the Pony and Dragon alliance. No doubt she won't be happy when she returns, a villain escaping could also hurt her image in the eyes of the dragons, and any other country that Celestia wants to form friendships with."

"Then let's settle this fast, so even if she does find out, she'll know we have everything under control," Rainbow Dash said.

"Heh, sounds almost sneaky, regardless," Cap pulled out a radio. "Sunset Shimmer, it's Steve, slight change in plans, I need you to go with Rainbow Dash to The Baxter Building."

"Huh? Why?" Sunset asked, searching with a few guards for Mysterio.

"We have another problem, it involves The Negative Zone," Cap said.

"The what now?" Sunset asked.

"I'll explain later, or rather Doctor Richards will explain since he knows it way better than I do," Cap said. "Just meet Rainbow Dash at the portal, she'll explain the situation there."

"And hurry!" Rainbow Dash said, speaking into the radio. "Lives are at stake here."

"Alright, be there soon!" Sunset said and turned off the radio. "Great, like this wasn't enough."

---

Meanwhile Johnny had made his way to the Sanctom Sanctorum, knocking on the door. "Yo Doc! It's Johnny! Let me in!"

The door opened to reveal not Doctor Strange, but his comrade Wong. "Johnathan Storm? What are you doing here?"

"Hey Wong, love to chat but I gotta see Strange, it's important," Johnny said.

"Doctor Strange is off attending to other matters, I am afraid he cannot be here at the moment," Wong informed.

"You can't be serious, I need him! My nephew and daughter are in danger, along with my wife's little sister," Johnny said. "Oh, and Quicksilver too."

"I am sorry, but until Doctor Strange returns, there is very little I can do," Wong said.

Johnny groaned in annoyance, "Dammit, can't you like send him a message?"

"Why do you need him specifically?" Wong asked. "If you need magic, surely you can find some in the world of Equestria, Doctor Strange says there are many powerful magic users, such as the one married to Spider-Man, a miss Twilight Sparkle. He seemed very fond of her abilities."

"I don't know man, I got desperate!" Johnny frantically said.

"Understandable, but given the circumstances, perhaps it would be best to consider that option instead," Wong said.

"I already sent Rainbow Dash to get help from Sunset Shimmer, I only came here because I know how well she and Doctor Strange have worked together, they did open the Capcom portal here," Johnny said.

"Portal? Tell me what does this have to do with portals?" Wong asked.

"See my daughter got trapped in The Negative Zone, some freaky dimension my brother-in-law was studying," Johnny explained.

"I am familiar," Wong reassured.

"Well she, my nephew Franklin, Dashie's little adoptive sister Scootaloo and Quicksilver got trapped as well, and the portal machine was damaged so we have no way to access them. Reed's trying to fix it but we need access now, I don't want my daughter at the mercy of those monsters," Johnny said, then glanced aside. "Especially not their King."

"I see, a matter like that should be easier to access through magic," Wong said. "I shall contact Doctor Strange and see if he will be able to make his way into The Negative Zone. I would assist, but I cannot leave the Sanctum unguarded."

"That's fine, but would it really matter? I mean it's been unguarded before hasn't it?" Johnny asked.

"For short times, but now more than ever it needs a close eye kept on it, for the Doctor and myself fear an oncoming threat," Wong said.

"A threat? Who is it? Dormammu? Shuma Gorath?" Johnny asked.

"We're not sure, it may be another sorcerer for all we know," Wong said.

"Another one? Damn, that might suck," Johnny said. "Well if you need help don't shy away from asking us, especially the Unicorns of Equestria."

"We appreciate the offer, I will go contact Strange, you find another way to your daughter," Wong said.

"Don't gotta tell me twice," Johnny said, taking off into the skies. "Catch you later Wong!"

As Johnny left, Wong closed the doors once more, feeling some dread pass through him, "I can only hope our enemy never learns of Equestria, if he has then there may be more for Johnny Storm to worry about than the Negative Zone."

---

In the Dimension of Negativity itself, Pietro is doing a good job so far of keeping the monsters away from the kids, attacking any creature that got too close.

"I can't believe there's a world like this, why did Mr. Fantastic have a portal anyway?" Scootaloo asked.

"My parents like exploring different parts of space and dimensions," Franklin said. "Even if it occasionally brings trouble, my dad believes there is no reward without risk."

"Still, this seems like a bit much!" Scootaloo said, trying to stay close to Pietro.

"It's not like my parents are intentionally...hey get back here!" Franklin said, grabbing Firefly. "It's not like they're trying to find these monsters, things just happen."

"I still find it strange your dad just had a portal around like that," Scootaloo said. "I mean it seems so dangerous for kids to be around."

"Hey he kept me and my sister away just fine," Franklin said. "Plus it's not like this place is a Daycare. Didn't Uncle Johnny warn you or my cousin about this?"

"Well he warned me," Pietro said, punching a monster away. "Lot of good that did, I still ended up getting stuck here, bet my old man's gonna be pissed when he finds out. But I might be giving him too much credit, if I bite it in here he'll just say that I was weak or something."

"Why do you think your father would say that?" Scootaloo asked. "Honestly I can't even imagine a father saying that to his child."

"When you have a father like mine, you'd understand a bit better," Pietro said. "I'm sure your father thinks you're the world but mine barely sees me as a person."

"Well I barely get to see my father since he travels a lot," Scootaloo said. "I usually stay with my aunts."

"Hey at least you have someone, and I'm sure your father still loves you to bits even when he's not there to say it," Pietro said.

"Well...yeah he does, both my parents do, but maybe your father does as well and you don't know it?" Scootaloo asked.

Pietro knocked away another oncoming monster, "Look I'm getting tired of explaining this, I'll say it one final time. Me and my father aren't going to be like a normal family, we've tried that, me and my sister when we were young. It didn't work out then, it barely works out now, my family is a mess, and quite frankly, I really don't care. I'm fine without my father or my sister, so I really wish everyone would stop pestering me about it. Just because you're happy with your family doesn't mean everyone else will be, accept that not all families are perfect! The sooner you do, the less disappointing life will be."

"Well..." Scootaloo began, trying to think of the words. "Maybe you just need a new family then! One that will be there for you!"

"Excuse me?" Pietro asked, a bit confused by Scootaloo's words.

"Rainbow Dash can totally adopt you as her brother, then the three of us can live like siblings, along with your sister," Scootaloo said. "Add that to The Fantastic Four and we'd be one big giant and happy family!"

Pietro just scratched his head in confusion, "I swear living in that world must be one hell of a shelter. Young girl, life does not work that way, I can't just be 'adopted' into a family like that, it won't work."

"Come on, it's not such a bad idea, I mean look at Peter, when he first came here, Apple Bloom made him into her big brother," Scootaloo said. "It helped Peter feel less lonely and gave him a proper sense of family."

"Gave him a sense of family? Pretty sure he has one," Pietro said.

"This was way before Peter got married, and back when it was only him in Equestria," Scootaloo said. "He came to our world not knowing if he could ever go back to his, or even have a chance at a good life here, so Apple Bloom helped him through that. So maybe it can help you too."

Pietro sighed in annoyance, if these ponies were to be described in any one word, it could be stubborn. He's not in this to find a family, he's just following orders for now, if he could he'd just leave. Perhaps this place can be a good excuse to do so, he could easily just ditch these kids and find his own way out and live his own life.

"It's worth a try Quicksilver," Franklin chimed in. "Are you really happy not having a family? At least a family that will care about you?"

Before Pietro could answer, even more monsters showed up. Pietro was slightly thankful since this would delay any more annoying questions. However these monsters stopped just before reaching the group, much to Pietro's confusion.

"What are they waiting for?" Pietro wondered.

"Oh they're not here to fight you," a voice said. "They just joined me in welcoming you."

From above the king of The Negative Zone Annihilus landed down before the group of four, freaking out the kids and confusing Pietro. "Do I know you?"

"Perhaps," Annihilus said, observing the four. "Hm, when my creatures reported Four Life Forms to me, I expected The Fantastic Four, but this is much different than I expected."

"Who are you?" Scootaloo asked. "And how do you know The Fantastic Four?"

"You may call me 'Annihilus', to some I am Lord of The Negative Zone, to most, I am The Living Death that walks," the king replied.

"Ooh, edgy," Pietro said, not really caring. "So you're in charge of this place?"

"Correct, I rule over The Negative Zone, where The Fantastic Four have made frequent trips, I don't suppose-" He then noticed Franklin standing nearby, keeping Firefly close to him. He took note of his shirt which bore the Fantastic Four Logo. "You, you're their son. The son of Mister Fantastic and The Invisible Woman."

Scootaloo quickly grabbed both Franklin and Firefly, shielding them from the gaze of Annihilus. "Don't get any funny ideas pal!"

"Scootaloo be careful, he's very powerful," Franklin warned.

"I got this," Scootaloo reassured, then glared at the monster. "Look, we didn't come here for any trouble, if you'll kindly point us to the exit, we'll gladly leave your world and you can get back to your life, sound good?"

"What's the rush?" Annihilus said, slowly inching toward the group. "After all, you just got here, be a shame to leave already. You must have had some reason for coming."

"We came here by accident, we just want to get back home," Scootaloo said, maintaining caution around this guy.

"Accident or not, I can't simply let you leave, not when you have something valuable," Annihilus said, gesturing to Franklin. "That boy could prove to be very useful."

Scootaloo continued to shield the young boy, "What do you want with Franklin!?"

"If he's here, then chances are his parents will come to save him, I have a score to settle with The Fantastic Four, they constantly get in the way of my plans, this could by my one chance to completely destroy them for good," Annihilus said.

"Yeah well I'm not letting that happen!" Scootaloo shouted. "My big sister's married to one of them, I'm not letting you hurt Johnny or the rest of his family!"

"Oh, so you're a relative of theirs, so to speak," Annihilus said. "Then you will make just as good of a hostage." As he got closer, he noticed the toddler with Franklin, his curioustiy rising again. "And who is this young girl?"

"Hey you stay away from my cousin!" Franklin instinctively shouted, then immediately covering his mouth in fear when Annihilus focused his attention on the young boy.

"Your cousin? Ah, I see, this must be The Human Torch's daughter, she looks so adorable," Annihilus said, reaching his hand out. "I don't think I can bring myself to hurt her, but she can make a decent pet."

"Get away!" Scootaloo shouted, grabbing the monster's hand.

"Big mistake girl!" Annihilus said, backhanding Scootaloo to the ground below. Something about that set something off in Pietro. While he was no hero, he couldn't forgive himself if he allowed this to go unpunished.

Using his speed, he grabbed Franklin and Firefly, pulling them away from the big monster. "Too slow!" When Annihilus turned around to face Pietro, he was suddenly gone. He heard more running and turned to where Scootaloo was but she was gone too. "Over here!" He looked and saw Pietro running back to the kids.

"Thanks Pietro!" Franklin said.

"Don't thank me yet, we're still in danger," Pietro said, then turned to Scootaloo. "Can you move?"

"Hey! You will not get away from me so easily!" Annihilus flew at the group, but Pietro quickly ran around and created a tornado to confuse Annihilus, leaving him discombobulated long enough for Pietro to run back to Scootaloo.

"Get somewhere safe, I'll keep him distracted!" Pietro said.

"What? We can't leave you alone with-hey!" Scootaloo couldn't even finish warning Pietro as he ran back to the evil king.

"What do we do now Scootaloo?" Franklin asked.

Scootaloo quickly looked around, trying to figure out her next plan. "Guess we should run, I don't want to leave Pietro but I can't argue his decision right now."

Scootaloo led the younger kids away as Pietro confronted Annihilus, the speedy mutant not sure what he's getting himself into but has a weird sense of urgency.

"You're a fool to take me on alone," Annihilus warned.

"Wouldn't be the first time I've been called a fool, but honestly you can't destroy what you can't catch!" Pietro started speeding around and throwing quick punches at every available turn.

Annihilus kept his guard up during Pietro's speedy onslaught, and at the last possible moment during one of Pietro's attacks, managed to whack the mutant down hard. "You were saying?"

Pietro shook up off and slowly stood up, "Lucky shot, it won't happen again!"

Pietro again sped around Annihilus, determined not to let the monster win.

---

Back in Equestria, Peter, Hawkeye, Wanda and Twilight are searching the outer perimeters for Mysterio, hoping to catch the villain before he could enter town. Trixie had taken Mayday home while Ant Man remained stationed in town should Mysterio slip past any of the four patrollers. Each one stationed themselves at different locations, communicating through radio devices.

"Anyone see anything yet?" Peter asked through the channel.

"Not yet," Hawkeye said, hovering above town while holding out his bow and arrow.

"Negative," Wanda replied, keeping a close lookout.

"Me neither," Twilight said, using her magic to teleport to different parts of her section. "This is troubling, if he's as talented with his illusions as you say he is Peter, he could easily slip past us and we wouldn't even know it."

"We'll know sooner or later, stealth isn't always his thing, dude likes attention and will put on a show," Peter said. "Just keep an eye out for anything suspicious. Mysterio doesn't know Equestria that well so he might blunder somewhere if he's trying to put on an act."

"Right, all good points," Twilight said. "Mysterio may think he's clever, but I doubt he can outsmart the two of us Peter." As she looked around she noticed something weird in the distance. "Mayday?"

"Mayday?" Peter worriedly asked through the radio. "What about her?"

Running near the outskirts of town was in fact her daughter Mayday, seemingly on her way out of the city. "I see Mayday, she's leaving the town!"

"Why would your daughter be leaving the town?" Hawkeye asked. "That doesn't add up."

"Twilight be careful, it could be a trick!" Wanda warned.

"I...I can't take that chance!" Twilight said, going after her daughter. "Mayday!"

"Twilight? Twilight!" Peter urgently said to no response. "Dammit!" He quickly sped toward where his wife was patrolling. "If that's Beck then I'm gonna pound him extra hard for using my little girl's likeness. But if it is Mayday, she's grounded big time!"

Twilight continued following after her daughter, going towards the Everfree Forest. "Mayday! What are you doing!?"

Mayday went through the forest with Twilight following shortly after. She made her way through the leaves, hoping to reach her daughter when she spotted her just standing there, staring at a tree.

"Mayday?" Twilight said, cautiously approaching her daughter, though soon the sight of the little filly started to fade away, leaving an unpleasant surprise in her place.

"Hello Princess," Mysterio said, having spawned where Mayday was and instantly attacked, Twilight letting out a scream heard by Peter.

"Twilight!" Peter kicked it up and ran toward the sound of the scream. When he got there, he saw Twilight getting blasted out of some bushes, looking battered and bruised. "No! Twilight!"

Peter ran to approach his wife, checking over her. She looked up at her husband, "Peter..."

"Twilight, I'm here for-" As Peter went to physically check her, he noticed his hands going right through her. Suddenly his wife's pained expression turned into a sinister scowl as faded from sight. Peter was then blasted from behind by Mysterio, the illusionist slowly stepping out of the forest.

"You thought you could get rid of my that easily Spider-Man?" Mysterio asked. "Our last act may have finished, but the story goes on. We have yet to reach our proper ending."

Peter stood up, glaring hard at the illusionist expert, "Where's my wife!? And my daughter!?"

"Your wife's currently been detained by my drones, your daughter was never here, merely a clever illusion, I figured you would have guessed that," Mysterio said.

"Pardon me for wanting to make sure a creep like you wasn't anywhere near my daughter," Peter said. "Little ticked off you used that to hurt my wife though."

"I do what I must," Mysterio said, suddenly creating illusions of himself to surround Peter, all of them flying around the hero. "After all, you and I still have a score to settle."

Peter kept his guard up, knowing that Mysterio could attack at any moment. Closing his eyes, he relied on his Spider-Sense to guide him. As the clones attacked, Peter immediately knew which ones were coming at him as he dodged the real ones and ignored all the fakes. Peter then eyed the real Mysterio and delivered a strong kick to his head, knocking him to the ground.

"Your tricks aren't going to work on me Beck, the real illusion here was you thinking you could win," Peter said.

"There is more than one way to fight you Spider-Man," Mysterio said, turning into Twilight. "After all, I don't think you would intentionally hurt your wife, would you little Petey?"

Suddenly Mysterio got blasted back, dropping the illusion. Peter turned to the side to see Twilight emerging from the bushes.

"That was a terrible impression of me," Twilight said.

"Twilight!" Peter trotted over, rubbing her mane to get rid of any leaves, "Hope you're alright."

"I'm fine, it'll take more than one cheap shot to keep me down," Twilight said.

"Well you and cheap have never really been compatible," Peter joked.

"H-hey, what's that suppose to mean!?" Twilight asked.

Mysterio angrily stood up, glaring at the two, "My performances are not cheap! I am of the finest quality!"

"Yeah, total Broadway material there bro," Peter said sarcastically. "Now are you gonna give up or get your butt kicked some more?"

"I'd like the second option, I do want to teach you a lesson about using my daughter to mess with me!" Twilight said.

"You mean like this?" Mysterio asked, changing the environment they were in completely, making it look like they were back in New York City.

"Huh? How did we get to Earth?" Twilight asked.

"We can't be on Earth, we're still ponies," Peter said. "Remember, this is all just an-"

"Daddy!" Peter heard. He looked to see Mayday in the clutches of The Green Goblin. "Daddy help!"

"Mayday!?" Peter said, then shook his head. "No, it's not real, Osborn's dead, Mayday is safe at home."

"Aren't you going to save your daughter Spider-Man!?" Goblin asked, yanking her around by the tail. "She's calling for you!"

"You monster!" Twilight shouted. "Let my daughter go!"

"Oh I'll let her go, question is where? Off a building? A boat?" Goblin glared down at Peter. "Maybe a bridge."

Suddenly the environment shifted into the top of The Brooklyn Bridge, causing Peter to panic. "Mysterio, this isn't a joke!"

"That doesn't seem to stop Osborn from laughing, now does it?" the voice of Mysterio said.

"Just leave my daughter alone!" Peter shouted.

"You want her?" Goblin asked. "Go and get her!"

With that he threw Mayday off the bridge with Peter rushing after her, jumping down to grab his daughter as he plummeted, only hearing the call of his wife as he fell toward the water below.

However he wasn't wet at all, instead he found himself in a lab, his daughter missing from his grasp. "Mayday?"

Suddenly six metallic tentacles emerged from a nearby door, a familiar man making his way into the room, glaring down at Peter.

"Such a shame, you could have been so much more," Doctor Octopus said, attempting to grab Peter. The hero leapt around the room, avoiding his grasp though was eventually caught up with a strong whack through a window.

"Can you truly escape your past Peter?" Mysterio's voice said, prompting Peter to look around, trying to find the magician. "Or is it fated to come back to you?"

Suddenly the symbiote appeared before him, crawling over and attempting to latch onto Peter, bringing him back under his control.

"No! I got rid of you! Twilight burned you!" Peter shouted, tossing the alien lifeform off. Peter searched his body to make sure it was completely gone, not wanting to go through that harsh reality again. Suddenly the symbiote started to take a different form, shifting into one of Peter's most deadly rivals, that being Venom.

"You can't escape us Spider-Man," Venom said, going for a punch. Peter dodged and attempted to attack, throwing a strong punch at Venom. The symbiote person had dodged and hit an uppercut on Peter, knocking him away.

Peter struggled to stand when he felt some raindrops on him. He looked up and saw that it wasn't rain, instead it was his watery enemy Hydro Man.

"You're all washed up Spider-Man!" Hydro Man said, throwing a strong punch to Peter, knocking him away.

Peter again landed hard, dazed from pain and confusion as Mysterio's voice ran through his head, "You can try to run all you'd like Spider-Man, your past will always come back to haunt you!"

The evil laughter of his enemies circled through his head, from Goblin, to Doc Ock, to Venom and Hydro Man, Electro and Vulture, Kraven and Rhino. Peter held his head in pain, dizzy from everything as those enemies took forms around him, adding in the likes of Sandman, Mister Negative, The Kingpin and Shocker.

They all surrounded him, each laughing and taunting Peter. To make matters worst, he once again her the cries of his daughter, frantically looking around to find her, but received a kick from Vulture. He attempted to attack the villains but nothing worked, but somehow he felt their strikes, from Venom, to Rhino, to Sandman, ending with a blast from Shocker.

"You're losing your touch Peter, don't you have a sixth sense for danger?" Mysterio asked. "Or are you distracted by the sound of your daughter? I thought she was just an illusion, don't tell me you're having second thoughts."

"Just show yourself Beck! Fight me like a man!" Peter shouted.

"I would, if I could call you one," Mysterio said. "You may think that being married and having a child makes you a man, but even as a pony, I can still see the look in your eyes, the look of self-doubt and no confidence. You're worried about the events of your world happening in Equestria. That's why you want your hero friends around, to keep you safe because you know you can't do it alone." Suddenly the bodies of Johnny, Logan, Cap and Stark appeared around him. "But even they have their own past coming back to get them."

"Wh-what?" Peter said, going to check Logan, wanting to see if he was alright, when suddenly Sabretooth appeared before him, snarling at the spider.

"Creed!? How!?" Peter said.

"The X-Men, The Avengers and The Fantastic Four have their own troubles," Mysterio said, as Doctor Doom and The Mandarin also appeared. "If you can't protect your own self, how can you protect your friends."

Magneto then descended down with Wanda and Pietro by his side, levitating Mayday in front of Peter.

"Magneto! What are you doing!?" Peter shouted.

"You really think they can be friends with you?" Mysterio asked. "You really think Scarlet Witch cares that much!?"

Wanda's eyes glowed as she blasted Peter through a type of vortex, Peter then seeing his daughter flying by him. "Mayday!"

"But we both know, the threat does not only lie in our world Peter," Mysterio said as Peter landed in a ruined city. The first thing he noticed was that his daughter was being surrounded by what appeared to be zombies.

"Mayday!" Peter shouted, then heard another familiar evil laugh.

"Poor Peter, it's inevitable that you would fail in saving your daughter," Wesker said, appearing beside Peter. "Just like you failed in everything else you've done."

Peter rushed to save Mayday, knocking the zombies away, but when he did, his daughter was nowhere to be seen. "Mayday!? Where are you!?"

"Face it Peter, without help from your wife, you never would have beaten me," Wesker said. "What will you do, when she can't help you anymore." In Wesker's place then appeared Twilight, having been turned into a zombie herself as Wesker's maniacal laugh emanated in the area.

"No! That's not real!" Peter shouted, then found himself surrounded by zombies. "Hey back off!" He fought each of them away, valiantly trying when the ground below gave way and Peter fell for quite a bit, landing on top of a castle where his daughter is seen in one of the towers.

"Daddy! Help me!" Mayday shouted, unaware of the demons surrounding her.

"Mayday!" Peter shouted, running to his daughter. Yet somehow the more he ran, the further away he got.

"How foolish!" He heard Vergil's voice say, the half-demon man appearing beside him. "This is my world Spider-Man, neither you or your daughter will be getting out alive."

"That's what you think!" Peter said, using his webbing to latch onto his daughter. "I got you!" He pulled her close, hoping to finally have his daughter in his arms when instead he just saw another demon, one that attempted to attack him.

"You fool! Your own haste will bring doom onto you and those you love!" Vergil shouted, grabbing his sword and readying it for a strike. "Not that you'll live to regret this choice, now begone!"

Vergil struck down on Peter, which he quickly blocked. However after the strike, everything just disappeared, Peter looking around in confusion as to what happened.

"Threats can come from any world," Mysterio's voice said. "Our world, the Capcom world, even the world of another set of heroes."

Peter looked around and saw that he was in the alley of a large city, hearing rustling of garbage cans, likely critters, or something else. As he looked he noticed the walls of the alley had spray painted graffiti, what concerned him was a word in green and purple tint having been sprayed a bunch of times. All through the walls was the world of laughter, HA, HA, HA, HA.

He then heard that same devious laughter as he turned around and came face to face with a familiar clown with green hair, aiming a gun at him. "Hello Spidey."

Peter could only stare in shock at being face-to-face with Batman's arch nemesis, The Joker. Before he could react, the gunshot went off, but that did nothing. Peter attempted to calm himself, trying to reminding himself it's just Mysterio's illusions, and that he wouldn't have been that hurt anyway.

"If villains from The Justice League's Earth come as well, how can you truly keep your world safe?" Mysterio asked. Suddenly the moon appeared in the skies, shadows taking the form of a mare. "Or perhaps, even this world has it's troubles, ones even you can't stop."

In a split second, Sombra's shadow appeared before Peter, freaking him out some more. "I've fought the impossible before, I can do it again!"

"All you've done is delay the inevitable, how can you be so sure-" Mysterio's speech was interrupted and suddenly all the illusions dissipated. Peter looked around in confusion and noticed that Mysterio had an arrow in his foreleg, courtesy of Hawkeye.

"You alright there Spidey?" Hawkeye asked.

"Yeah, I-" Before Peter continued, he had some doubts in his head, wondering if this was part of the hallucinations. "How do I know you're the real Hawkeye?"

"I had a feeling this could happen, so before we all split, me and Twilight worked on a code," Hawkeye said.

"Code? What code? How come I wasn't told this?" Peter asked.

"Because she didn't want to embarrass you with that secret of her knowing you had Superman pajamas specially made for yourself," Hawkeye said, much to Peter's embarrassment.

"How did she find out!?" Peter shouted, then recomposed himself. "I mean...how do I know that part wasn't an illusion?"

"Want an arrow through your eyes, would that help?" Hawkeye asked.

"Alright, I believe you're the real Hawkeye," Peter said. "Gotta be honest, really could have used that sooner."

"Sorry, I was gonna help you out, then I noticed your wife going through similar troubles," Hawkeye said. "Plus I got caught up in the illusions as well, Mysterio cloaked himself to resemble you so I wasn't sure which one to attack. Thankfully once Twilight snapped out of her funk she pinpointed where to attack."

Peter saw Twilight making her way over, quickly grabbing her husband in a hug. "Oh Peter, you're alright!"

Peter knew this definitely wasn't an illusion, Mysterio couldn't copy the warm feeling of this type of affection. Plus he can smell Twilight's shampoo, that's definitely not a hallucination.

Mysterio struggled to pull the arrow out of him, breaking it off and pulling both pieces out. "Damn Avenger."

He attempted to make an escape, but heard Hawkeye pulling back on his bow. "Yeah don't even think about it." He slowly floated toward the magician, "Hope you had your fill, because this is coming to an end!"

"Clint?" a woman's voice said. Hawkeye turned to see Black Widow standing nearby.

"Nat? What are you doing here?" Suddenly something strange just occurred to him. "Wait why are you human in Equestria!?" Hawkeye quickly realized what was happening and turned around only to get hit with a type of exposition, knocking him down and out.

"Clint!" Peter shouted, running over to check on Hawkeye. He was alive, but hurt. Peter looked to where Mysterio was but he was already gone, with only a small puddle of blood left where he was last standing. "Great, that's gonna be more trouble."

"We'll find him, I doubt that's the last we're gonna see of him, unfortunately," Hawkeye said.

"Right, man that was some weird trip he put my through," Peter said.

"That bad huh?" Hawkeye asked. "Yeah between your clones and him once turning this town into a maze, getting here was pretty tricky. I'll let Cap know but it seems like his illusions are gonna cause a huge problem, it'd be bad if he managed to do this to a whole town."

"You're telling me," Peter said, then took note of the worried look on his wife. "You ok Twi?"

"I'll be fine," Twilight said. "It's just...I've seen things Peter, terrible things. Right after you jumped after Mayday, or at least the hallucination of her, he tried following after you, then I ended up in such a terrible place. Equestria was in ruins, all our friends gone, everything we loved was taken from us." Twilight shut her eyes, trying to block out some of the more negative illusions. "I though you were dead, I should have known it was fake but..."

"Easy Twilight," Peter said, gently stroking his wife's mane. "Mysterio's illusions are really high def, anyone could have been fooled, when something looks so real, it's hard to tell yourself it's not."

Twilight nodded, "Right...still, I thought King Sombra's Illusions were bad, but this..."

"Ugh, King Sombra, man that dude was something else," Peter said. "I even saw him in my vision, not sure if it was my brain or Mysterio's magic, which is weird, how would Mysterio know who King Sombra is?"

"Well maybe he saw him in New York, or heard of him at least," Twilight said.

"Well regardless, let's get you home," Peter said.

"Home? Mysterio is still out there," Twilight said.

"Yeah, but you look out of it, you need to rest your mind," Peter said.

"Peter I'm fine, I can handle a little stress," Twilight said.

Peter just glared at Twilight, not believing the words that just came from her mouth, "Yeah, and I'm the King of Fairyland."

"Peter!" Twilight warned. "I'm fine, let's just meet up with Wanda so we can find this guy and put him back in the dungeon where he belongs!" Twilight stormed past Peter, the spider hero relenting and obeying his wife.

Despite her insistence, Twilight could still feel some worry from the illusions she saw, namely that of Nightmare Moon standing over a fallen Peter, his mask in her hooves, not to mention the taunting words she constantly heard.

'Manipulator'.

Twilight shook it off, she knows she isn't a manipulator, she would never take advantage of Peter or his feelings. Still the flashing images of Gwen Stacy continued to loom in her head, the sight taunting her somewhat fragile mind.

---

Back in The Baxter Building, Sunset was busy trying to open a portal while Reed worked the technical part.

"I'm having some difficulty locating this dimension," Sunset said. "The multiverse here along is pretty vast," Sunset said.

"Keep trying, just look for a wasteland filled with monsters," Reed urged.

"Ugh, it would really help if Doctor Strange was here," Sunset said. "How long before he arrives?"

"Soon, that's if Johnny managed to contact him," Rainbow Dash said.

"The Sanctum Sanctorum isn't that far away, at least not for Johnny, if he found Stephen then he would be back as soon as possible," Reed said.

"Maybe I should go and meet him?" Rainbow Dash asked. "See if he found anyone to help!"

"It won't make things move faster Rainbow Dash, do you even know where the Sanctorum is?" Reed asked.

"Uh, I think I've been there once before...haven't I?" Rainbow Dash wondered.

"Maybe it would be better just to wait Rainbow Dash," Sue said. "I know it's not easy but if you left now and got lost, Johnny would just be even more worried, then he might do something stupid and reckless."

"Just stay put fer now, he should be back soon," Ben said, then saw a fiery dot in the distance. "Actually, he'll be back right now."

Johnny flew into the room, deactivating his flame instantly, "Did you get Sunset Shimmer?"

"Yeah," Rainbow Dash said, gesturing to the mare in question.

"Good, at least one of us was successful," Johnny said. "Strange wasn't home, I couldn't get him to come."

"Just as I worried would happen," Reed said, still trying to get his thing to work.

"On the bright side, Wong told me he would contact Doctor Strange and try to get him over, maybe that can help?" Johnny suggested.

"Who knows how long that might take," Reed said. "Stephen can be gone for days at a time, I know he's been extra busy lately for some reason."

"Yeah Wong mentioned that, anyway Sunset here should be enough, she's got power," Johnny said.

"Not enough, I need another magic user," Sunset said, mentally trying to locate the portal.

"Come on, you're plenty strong on your own," Johnny said. "This isn't Capcom's portal you're trying to open, it's a portal within our own world, you got this."

"Maybe another can't hurt anyway, maybe we could have gotten Twilight," Sue said.

"I would have tried getting her, but there's already trouble in Equestria she's attending to," Rainbow Dash said. "One of those villains we captured the other day got away, that Mysterio dude."

"Wait, Mysterio escaped?" Johnny asked. "How the hell did that happen!?"

"I don't know, I didn't get any details," Rainbow Dash said.

"Well I guess it's just Mysterio, we caught him the other day with no problem, Peter can just catch him again," Johnny said. "That dude's way in over his head, his fake magic won't last against the real thing."

"Hey his 'fake' magic was enough to distract myself and Captain America long enough for him to get away," Sunset said. "Truthfully I am a bit concerned about what he could do."

Reed continued to struggle, nearly having the portal ready when it sparked on him. "Drat! I can't get this to stay!"

That gave Sunset an idea, she quickly focused her magic on the panel Reed was working on, giving the machine the extra boost that it needed and it managed to open up the Negative Zone portal. "Finally got it!"

"Excellent work, now quickly through the portal!" Reed said.

Johnny, Rainbow Dash and Ben wasted no time getting through, but before Reed or Sue could enter, the machine once again failed and the portal shut down.

"No!" Reed shouted in frustration. "We were so close!"

Sunset looked down in shame, "Sorry Doctor, guess my magic wasn't good enough."

Reed shook his head, "Don't blame yourself, you did your best, at least we got the portal open, which means we can do it again."

"At least Johnny, Ben and Rainbow Dash are in there, if there's trouble then the three of them can keep the kids safe," Sue said.

"True, but I'd rather not leave them in there too long," Reed said, getting back to work. "I'm going to get them out, no matter how much I have to try!"

---

Deep in the Negative Zone, Pietro was struggling in his battle against Annihilus, the more the speedy mutant tried to attack, the more the Negative King would counter with immense force, knocking Pietro all around the realm, leaving him cut and bruised.

"Give up," Annihilus said.

Pietro shook his head, "Sorry, too stubborn to do that."

Pietro rushed in for a punch but Annihilus delivered a strong uppercut to the speedster, knocking him to the floor.

"Are you done yet?" Annihilus said, walking over to the downed mutant.

Pietro struggled to stand, not willing to allow Annihilus the victory. However as he got on his knees, Annihilus stomped down on him, crushing the speedster under his foot.

"You should have known better than to go against me, but before you die, I am curious, who are you? What is your relation to The Fantastic Four?" Annihilus asked.

"Name's...Pietro Maximoff, call me...Quicksilver!" Pietro said, struggling under the weight of the monster. "I am...the son of the Master of Magnetism, Magneto!"

"Magneto?" Annihilus said. "That's a name I am familiar with, well then Quicksilver, it's been somewhat an honor fighting you, but now you will perish!"

Before Annihilus could crush Pietro, Scootaloo had jumped on his back, wrapping one arm around his neck and elbowing his head with her other arm. "Get away from my friend!"

"Scootaloo?" Pietro said, looking up at the monster. He could see the teen filly doing her best to attack the Negative Zone King, though her efforts were merely a source of annoyance rather than a threat.

"Puny child!" Annihilus said, grabbing Scootaloo's arm and slamming her hard to the ground, causing a huge yelp of pain coming from the girl.

"Scootaloo!" Pietro shouted, eyes widening as Scootaloo was once again lifted off the ground by her arm.

"You really believe you could have stood a chance against me?" Annihilus said.

"I won't...abandon my friend!" Scootaloo said, trying to attack with either a punch or a kick while dangling from the air.

"You're brave, I'll give you that," Annihilus said. "But also very foolish!" With that Annihilus delivered a strong punch to Scootaloo's stomach, hard enough to make her spit out blood.

"You bastard!" Pietro shouted, struggling to stand up. "She's only a child!" He went to attack but Annihilus but he simply threw Scootaloo at him and the delivered a punch to them both with one fist, knocking them to the ground.

Annihilus stomped towards them, kicking Scootaloo away and lifting Pietro up by his shirt, delivering a strong knee to his stomach, the mutant's breath being forced out of his lungs.

"Do you understand my power now?" Annihilus asked. "You weak pathetic fool?" Annihilus back handed Pietro down, readying to finish off both him and Scootaloo with one big explosion. "You are all beneath me." Suddenly a flame ball hit him on his back, strong enough to cause him to stumble. "Who dares!?"

"Right here!" He turned to see Johnny flying in the air, covered in his flames. "Sup bitch!? Miss me!?"

Rainbow Dash had flown beside him, looking down at the monster. "Who's this guy?"

"Annihilus, so-called Lord of this dimension," Johnny said, then focused back on Annihilus. "Just what the hell are you up to you big giant dumbass!?"

"Mind yourself Human Torch, unless you want me to unleash the same power I did with your friends," Annihilus said, gesturing to the fallen Pietro and Scootaloo.

"No!" Rainbow Dash shouted in worry. "What did you do to them!?"

"Taught them a lesson in defying me, do you wish to experience that same pain?" Annihilus said.

Rainbow Dash angrily clenched her fists, "When I'm done with you, even your bruises will have bruises!"

"Do you honestly believe you have the strength to go against me?" Annihilus asked.

"I certainly do!" Ben shouted as he appeared and rammed Annihilus hard, knocking him back. "So you like picking on people smaller than you huh? Let's see how you do against me!"

"Size is irrelevant, defeating you will only signify my power!" Annihilus said.

"We'll let our fists do the talking!" Ben said, slamming his fist against his palm. "Get ready, It's Clobberin' Time!"

A big battle in The Negative Zone was about to go underway while illusions still ran rampant in Equestria, both worlds have a battle to continue.

Negative Illusions Part III

Wanda made her way through the outskirts of Ponyville, trying to reunite with Twilight and the others.

As she walked she heard people calling out to her, "Wanda..." Much to her confusion.

"Who's there?" Wanda got into a stance, keeping a close eye out.

"Wanda..." The voices said again, sounding much closer than before. Suddenly what appeared to be her father, her brother and her Brotherhood allies had just spawned in front of her.

"Huh? What are you all doing here?" Wanda asked.

"Wanda, what do you think you are doing?" Magneto asked, getting a confused reaction from the girl.

"What do you mean what am I doing?" Wanda asked. "I'm getting my Friendship Lessons from Twilight Sparkle, the ones you wanted me to get."

"Getting awfully chummy with them, aren't you?" Avalanche asked.

"What's this about you helping her find Mysterio?" Boom asked.

"Yeah, since when do you do hero work?" Toad asked.

"You ain't getting soft on us, are ya?" Pyro asked, leaning in close, with the others doing the same.

"Hey, I just offered to help Twilight track down some weirdo magician, that's all," Wanda said. "Wait aren't all of you supposed to be at your own Friendship Lessons?"

"Plans cancelled, thanks to Mysterio," Boom said. "Honestly, why fight him?"

"Yeah, he'd make for a great ally," Pyro said. "We help him take down Spider-Man, he'll help us take down The X-Men."

Something about that statement alerted Wanda to something weird, "Wait, team with Mysterio?" She turned towards Magneto, "Father, care to explain?"

"I much agree with Boom and Pyro, I believe Mysterio would make quite the ally, his mastery in Illusions coupled with his scientific genius, I think it would be quite beneficial to partner with him."

Wanda furrowed her brow at her father, if this truly was him at least, "Weird, why would you agree to partner with a human? Especially one that is a 'fake' as you would call it. You despise guys like The Green Goblin and Albert Wesker for believing them to be frauds, why would you choose to team with complete scum like Mysterio?"

Magneto stood there a moment, glaring at a daughter who wasn't backing down. Suddenly he began to chuckle rather sinisterly, "Oh Wanda..." Suddenly his voice started to distort, sounding like two people speaking at once, "Dear sweet Wanda..."

Suddenly everyone had disappeared, Wanda fell into a weird vortex, causing a load of confusion and worry for the girl.

"You truly are a fool," Mysterio's voice said. "You know this plan will never work, all those friends you probably hope to make, they know who you are and what you've done, Equestrians never forget!"

Wanda landed hard in the middle of a black void, "What would you know of this? Most of your time in Equestria has been in a dungeon!"

"You'd be surprised what guards so freely discuss," Mysterio said, appearing beside Wanda. "How Equestria even shuns it's own Princess of The Night due to her not once, but twice allowing evil to take over her."

"Spider-Man and Twilight Sparkle forgave her, so others will too," Wanda said.

"You really think that will be enough?" Mysterio appeared on the other side of where Wanda was. "Spider-Man is considered a freak by many, having little trust among Equestrians for hiding his true secret as an alien to this world, a world that nearly destroyed their home. Twilight Sparkle is the fool that knew yet still appointed him as her knight, then married him, even having a child."

"A fool you say?" Wanda asked. "Stuff like that is why my father despises most humans, so quick to judge."

"It's not just human thought though, it's Equestrian as well," Mysterio said. "Soon your father will realize that, then what he did to the humans of our world, will happen to the ponies of this one. So I suggest you don't get too attached, because if I don't finish of Spider-Man and his family, your father definitely will. So stay out of my way, you'll only be delaying the inevitable."

"First off, I'm disappointed Mysterio," Wanda said. "If you were gonna convince me that I shouldn't trust Twilight Sparkle or Spider-Man, I hoped you'd be a little more creative about it. Guess you're losing your touch. Secondly..." Wanda then blasted Mysterio, or rather the illusion, something she expected. "If you're gonna try to mess with my mind, come out and do it to my face."

"Very well," Mysterio said, appearing near Wanda and attempting to blast her. Wanda saw that coming a mile away and managed to sidestep and blast Mysterio back. The illusionist quickly scurried away with Wanda attempting to chase after him.

"Don't tell me that's all," Wanda taunted, looking around. "I'm honestly disappointed Mysterio, first you try to get in my head using such a predictable tactic, now you're desperately trying to escape from me."

"Predictable, maybe," Mysterio's voice said. "But not wrong. Those doubts linger in you Wanda, just give in."

"What do you even hope to gain from that?" Wanda asked. "If my father decides to eradicate humans, that will include you as well!"

"I have my own countermeasures to that," Mysterio said, appearing beside Wanda. "But that's later."

Wanda attacked again, but like before, this was only an illusion. The real Mysterio had blasted her from nearby.

"Unfortunately for you Wanda Maximoff, it would appear that I'll have to dispose of you," Mysterio said, getting ready to attack again.

"I think I see him!" the voice of Hawkeye said.

"It’s that damn Hawkeye again!" Mysterio said, getting distracted long enough for Wanda to knock him back. As he stumbled, she noticed a slight limp in his foreleg, figuring he may have been injured. As she noticed this, Mysterio quickly created more illusions and moved around within them in an attempt to confuse her.

"You won't get me so easily!" The Mysterios taunted, each of them sending blasts at Wanda, which she dodged. Most of them were illusions of course, but she knew not to take any chances.

Hawkeye had flown over the area, noticing the army of Mysterios. "Cheap trick." He brought out and arrow and shot at each illusion, some containing a droid of sorts. "Where does he get this stuff, and how did he bring it into Equestria?"

Mysterio saw Hawkeye firing from above, getting slightly irritated at the archer. He then started sending blasts his way, which the marksman had quickly dodged, not taking any chances himself.

Peter and Twilight had followed the trail of the blasts, leading them straight to Mysterio's illusion army. Peter had an idea, but first he needed to clear the area. "Wanda!" The mutant girl noticed Peter in the distance as he shot his webbing to bring her to safety. "You ok?"

"Yeah, I'm fine," Wanda said.

"Good," Peter then turned to his wife. "Twilight, try to get all the illusions in one go."

"Right," Twilght cast a barrier spell across the field, destroying all the illusions and knocking over the real Mysterio.

"Got ya!" Hawkeye said, aiming an arrow. Mysterio quickly ran off while creating two more fakes to hide among, affecting Hawkeye as he fired at the wrong Mysterio. From there he created more illusions, getting ready to try again.

"Let's hurry before he makes enough illusions to cover all of Ponyville," Peter said. "Twilight, keep using your spell if you're able too, I'll try to keep other ponies out of harm's way."

"There's another way to find him without that," Wanda said, getting the attention of the couple. "He seems to be limping slightly, I'm guessing he had an injury that affected his movement speed."

"Must have been when Hawkeye shot him with his arrow," Twilight theorized.

"Chances are he's not thinking of that when making these illusions, and something like that would be hard to make seem real, just find the one in pain and it should end sooner," Wanda said.

"Wow, keen senses there," Peter complimented.

"It's just common sense, nothing more," Wanda insisted.

"Still, nice spot, come on, let's put your talent to work some more, saving Ponyville should be a great Friendship Lesson," Peter said, running into town with Twilight and Hawkeye right behind him.

"Friendship? Seems more like hero work," Wanda said, following after them.

---

In the Negative Zone, Ben and Annihilus have begun their battle, the two massive beings trading blows with one another. Ben's durability was matched with his strength, being able to deal out as much damage as he could take, maybe more. However Annihilus was no push-over, the Negative Zone ruler having great power and vitality himself.

During this, Johnny and Rainbow Dash were checking over Pietro and Scootaloo, the two pretty hurt from their encounter, Pietro being worse off.

"Man, what did he do to you?" Johnny asked the speedy mutant.

"Nothing I couldn't handle," Pietro insisted, his bruises and cuts showing otherwise.

"He messed you up dude, whoever that guy is, he's pretty strong," Rainbow Dash said.

"Tell me about it," Scootaloo said, holding her stomach. "Ugh, I think he broke some ribs."

"Try not to move too much," Johnny instructed. "Man, you really took a punch from that guy?"

"He, he messed me up in just a few attacks, I feel so weak," Scootaloo said, holding her injured areas.

"Hey you're still talking and moving to an extent, that's more than what could be said for other people who've encountered this dude," Johnny said.

"You fight this guy on a regular occasion Human Torch?" Pietro asked.

"Somewhat, we've had multiple run-ins of course," Johnny said. "Obviously The Fantastic Four always triumphed."

"At least Ben's doing better than we did," Scootaloo said, looking over as Ben wailed on Annihilus, throwing one strong punch after another, going all in on his attacks.

"Ben's doing good, but he's gonna need help sooner or later," Johnny said. "Before that though, do either of you know where Franklin and Firefly are?"

"I told Franklin to hide somewhere, I didn't want to leave Pietro behind to fight this guy," Scootaloo said, gesturing in the direction they went. "There was a formation of rocks not too far from here, Franklin is probably there with your daughter."

Just then, Ben got knocked across the ground, sliding toward the group as Annihilus stomped toward him, ready to continue his onslaught.

"Rainbow Dash, go find Franklin and Firefly, I'll help Ben hold this guy off," Johnny said, flaming on.

"What about Scootaloo and Pietro?" Rainbow Dash asked.

"I'll keep Annihilus away from them, just go make sure Franklin and Firefly are safe," Johnny said, taking off. "I'm counting on you!"

Johnny flew straight in with a strong punch to Annihilus, the added momentum of the speed being enough to knock the Living Death back a little. Johhny then quickly tossed a flurry of fireballs, keeping Annihilus back more.

Ben took this moment to regain himself, "I got this Matchstick!" Johnny ceased his attacks as Ben ran in and rammed the Negative Zone Ruler, then followed up with a punch that knocked him a bit more dizzy.

Johnny flew up and then back down with a fiery kick to Annihilus's face, Ben then rushing over with a punch to the jaw. Both then went for one final attack, but Annihilus had extended his wings and used the windy force of a take off to momentarily halt both their movements as he flew in the a kick to Johnny and a punch to Ben.

"You're gonna need more than that to defeat me!" Annihilus declared.

Johnny sat up, "Good thing we're only getting started." With that he flew in to attack again, continuing his battle.

Rainbow Dash had flown off, quickly searching everywhere for her daughter and nephew, looking through the field of rocky spires that Scootaloo mentioned.

"Man, where could they be?" Rainbow Dash asked, getting worried. Fortunately she spotted them below, Franklin was seen moving from one spire to another, holding Firefly in his arms. "Bingo." She flew down towards the two kids, "Yo, Franklin!"

Franklin looked up, surprised to see who had called him, "Aunt Rainbow Dash!?"

"Mama!" Firefly called out.

Rainbow Dash landed next to the two kids, checking over them for any sign of injuries, "You two doing alright? I mean, aside from the fact that you're stuck in this place?"

"I've been in worse situations than this, comes with being part of a Superhero family," Franklin pointed out.

"Wow, you're tougher than you let on," Rainbow Dash said, grabbing her daughter. "Well good things is that Johnny and Ben are here too, so they'll be able to trash that guy. We just gotta hope we can find a way out of here afterwards."

"Wait, you don't have a way out?" Frankin asked. "How did you get in this dimension then?"

"A little help from Sunset Shimmer," Rainbow Dash said. "She was able to open a portal and get us out, but sometime after getting in, we noticed that the portal closed behind us. So we're gonna have to rely on your dad or Sunset Shimmer to open a more stable portal."

The group then heard an explosion nearby, Rainbow Dash getting worried for her husband and friends, Franklin showing some concern as well.

"Hey, are Quicksilver and Scootaloo alright? She told me and Firefly to hide somewhere because she wanted to help," Franklin said.

"They're fine, I mean they took some damage but they're fine," Rainbow Dash said. "Quicksilver's a bit worse off though, Scootaloo took some blows but she's not as visibly messed up at least."

Franklin sighed in shame, "I knew her going out there was a bad idea."

"Yeah, but not like you could have stopped her, she can be stubborn when she wants to be," Rainbow Dash said, sheepishly rubbing her head. "Something she kind of learned from me to be honest."

There was another huge blast, worrying the group quite a bit, "What should we do now?"

"Uh, well I can't bring you back, but we can find a more stable place for you to hide until we either open the portal back to Earth or we manage to defeat this dude," Rainbow Dash said. "Come on, let's hurry, I'll find you a safer place while Johnny and Ben wail on that guy, then I'll find Pietro and Scootaloo, they can hide with you as well."

"Alright," Franklin said, as he along with his aunt and cousin enacted their plan for survival.

---

Back in Equestria, Trixie and Scott were both seen sitting in the living room of the Parker-Sparkle home. Aunt May was in the kitchen, making dinner for the family, leaving the two watching as Mayday was playing blocks with her cousin Hope, though the filly foudn time to turn it into a geometry lesson.

"This is a cube, can you say 'cube'?" Mayday asked, holding the block to Hope.

"Coo?" Hope replied.

"Close enough, see a cube is like a three dimensional square..." Mayday began explaining.

"At least she's interacting more" Trixie said, then turned to Scott, noticing a grumpy look on his face. "What's bothering you?"

"I'd like to know why I, an Avenger, aren't out there looking for a street level crook?" Scott bitterly said.

"For starters, they already have another Avenger helping them, plus I'm fairly certain that by this point, Peter is just as good as any Avenger, Trixie said.

"But I'm the best guy for this type of job, I can shrink and fly, before if I wanted to fly I needed a flying an, like Antony," Scott said. "Yet I'm stuck here babysitting!"

"Don't you like Hope and Mayday?" Trixie asked.

"Of course I do, Janet's a good friend and I'm more than happy to watch over her daughter, and Mayday's a sweet girl that my own daughter also fancies very much, so of course I'm alright with watching over them, but I know I can do more than that," Scott said.

"Think of it like this," Trixie said. "Mayday is the most important pony in the multiverse to Peter, aside from his wife, so by staying here and keeping her safe, you're helping out one of the most beloved heroes in the multiverse. You're keeping her safe from harm, so in a way you are doing something important. You can potentially be what stands between Mysterio and Mayday."

"Huh...that's actually a great point," Scott said. "Wow Trixie, I gotta hand it to ya, you're a pretty wise mare."

"Tell me something I don't know," Trixie said with an arrogant hair flip.

"I like playing virtual drums," Scott replied, much to Trixie's confusion.

"Uh...that was a rhetorical question," Trixie said.

Scott shrugged it off, "I just wanted to contribute. So speaking of Janet, where is she?"

"Since Spike is spending a lot of time training with the Dragons, Janet goes there frequently to check on him," Trixie said. "She's tried bringing Hope too, but she didn't find the area to be completely safe, plus many of the dragons kept eyeing Hope like if they found her to be repulsing, being the hybrid of a dragon and pony...or I guess dragon and human but you get the point."

"Half dragon, half human, all pony," Scott said. "Yup, that makes total sense."

"Oh and human ants do?" Trixie asked. "Or human spiders? Human wasps? Humans torches?"

"Ha, torches, I get it," Scott said. "Still, good point I guess, I mean, it can be explained with science but sure let's roll with your rebuttal."

"Well point is Janet's been away, so she has to leave Hope here with us. When she leaves it's usually pretty early so she can get there as soon as the training starts," Trixie said. "Peter and Twilight don't mind, they love their niece a lot. Though it's usually Peter's aunt who keeps an eye on her when Spike and Janet aren't around."

"Right, his aunt, does she live here or elsewhere?" Scott asked.

"She's actually moving in, she stayed at the Apple Farm for a while to one, get settled and two, because Peter was involved in some drama once Equestria found out he was human," Trixie said. "Of course the ponies seem pretty used to that, and with other humans like yourself coming over, it's making the transition easier. So Peter decided he wanted his aunt to live here, he's even had extra rooms made."

"Sounds like he's been busy," Scott said. "Honestly I'd like my ex-wife to live here too, makes it easier to spend time with my daughter."

"Didn't you once say that your ex-wife isn't too comfortable having her daughter here though?" Trixie asked.

"It's just a bit surreal to her, that's all," Scott said. "Doesn't help that my daughter has had pretty bad illnesses, since then we've both been a little overprotective."

"That, must be difficult for a parent, to see their child so vulnerable," Trixie said. "If I may ask, how did your daughter handle the two of you splitting up?"

"She was upset of course, like any child would be, she's come to accept it but I know deep down she would love for us to get back together," Scott said. "What's important is that I still try to maintain a friendship with my ex-wife, I mean things didn't work out but that doesn't mean we can't be friends, if my daughter can see that we get along just fine then that helps in the long run."

"Right...that's great to hear," Trixie said, looking a bit saddened.

"Were you thinking about your own parents?" Scott asked.

"In a way, yes..."Trixie said. "You see sometimes I-"

Suddenly the room got darker, green smoke appearing on the floor, surprising everyone in the room.

"What's happening?" Scott asked.

"Time for a show..." they heard. Suddenly a group of Mysterios appeared, surrounding the four ponies. Trixie and Scott quickly rushed over to pull Mayday and hope to safety, keeping a close eye out.

"Auntie Trixie? Mister Scott?" Mayday said, feeling quite worried.

"Don't worry, we're here for you kids," Scott assured.

"Not for long," Mysterio said, as the army lunged at the two.

"Trixie hold Hope!" Scott said, passing the child over to the magician as he went in to attack the clones. Of course they were fake but he was more concerned with at least trying to find the real one through process of elimination.

It wasn't too hard since he was able to shrink and attack, making it difficult for the clones to catch him. Trixie kept an eye out, trying to spot any differences between Mysterio and his illusions. She did eventually notice that one walked differently than the others, and while harder to tell, one had a cracked bowl helmet.

Trixie knew that an illusionist had to pay specific attention to detail, and Mysterio's mistake is underestimating her and Ant Man. "He's over there Scott! Cracked bowl with a slight limp!"

Scott looked through the army of illusions, having no luck in finding the villain, "Crap, can't pinpoint him!"

"Here's a closer look," Mysterio said, sneaking up and punching Scott. The ant based hero was quick to react, shrinking down and flying overhead finally spotting Mysterio among the crowd.

"There you are!" Scott flew down and punched Mysterio, causing him to lose focus and his illusions disappearing.

"Clever," Mysterio said. "I'm surprised one of you could see me through all of that."

"I'm an illusionist myself, when it comes to illusions, even the tinest details can matter," Trixie said, placing Hope down and arrogantly trotting towards Mysterio. "You made the mistake of underestimating our intelligence, remember that magic is a very common thing in this world, so you're bound to find ponies who can do actual magic rather than the phony stuff that you do."

"Well then, I won't make that mistake again, so I'll just be rid of you," Mysterio said, quickly firing an attack at Trixie.

Scott was quick in pushing her out the way, but took a graze of the attack that injured his wings.

"Ow, son of a..." Scott had turned back to normal size and struggled to stand up, but Mysterio slammed down on his back.

"A hero's weakness, so caught up on protecting the weak they often leave themselves open and vulnerable," Mysterio said.

"How dare you," Trixie said. "You want illusions, I'll show you illusions!"

Trixie used her magic to create duplicates of herself to surround Mysterio, looking ready for a fight.

"Trixie, not a good idea..." Scott warned.

"Come on, it's like you said yourself, he's just some street level thug, I can at least handle that much," Trixie said, then charged at Mysterio.

The villain illusionist however had suddenly disappeared from sight, leaving Trixie confused.

"Clever, using my own tactic against me," Mysterio said. "You may have a keen eye, but you still don't hold a candle to my abilities." Suddenly Trixie found herself surrounded by fire, looking around to see a burning Ponyville.

"I know this is just an illusion, I hope this isn't the best you have," Trixie said.

"Sometimes it isn't about knowing if it's real or not," Mysterio then showed the bodies of Peter, Twilight, Scott and Mayday. "But what could be real..."

This did disturb Trixie a bit, but she shook it off, "Peter wouldn't fall to you, he's stronger than that."

"Is he?" Mysterio asked. "He's been in tight spots before..." Suddenly villains like Green Goblin, Venom and Doctor Doom flashed before her. "Many in his world have nearly succeeded in eliminating him." Then visions of Wesker, Vergil and Bison also appeared. "And villains out of his world too."

"He's beaten them though, he and Twilight put Osborn in his place, they drove Wesker and his goons off, you can't taint my faith in him!" Trixie shouted.

"But does he have faith in you?" Mysterio asked. "A little birdie had told me that you yourself haven't always been the nicest pony, how long before he starts to mistrust you?"

"Don't even start, any doubts I had were erased long ago!" Trixie said. "Peter Parker is my best friend, he would never betray me."

Suddenly Peter's likeness appeared before Trixie, "You really think you know me that well? You think you're my first 'best friend'? Harry Osborn was my best friend, and look at us now, distant, because I knew he would be no different than his father. You were a con, a fraud, no different than Mysterio!"

"Enough! You're not Peter!" Trixie shouted, punching the fake. He disappeared, but Mysterio's voice still rang.

"But it could be soon, you'll never know," Mysterio taunted. "And soon, you'll be left behind, just like Harry Osborn."

Trixie shook her head in frustration, "You're just saying these things! You know nothing of Peter! If you did, you'd know he always puts justice before anything! To him that justice includes protecting his friends and families! Whatever happened between him and Harry, that was in the past, and this is now!"

Trixie started using her magic to push the illusions away, much to Mysterio's surprise. She had surprisingly strong will, but this just left her open to an attack in which he blasted her hard against a wall, ending the illusions.

"Trixie!" Scott shouted. Mysterio's illusions had left him in the dark with the kids, having no idea where Trixie would be, this was quite the snap back to reality.

"Strong will, but weak body," Mysterio said, trotting over to the mare. "Shame, she could have made quite the lovely assistant to my act, but I shall continue the show on my own."

"Not if I can help it!" Scott said, trying to attack but receiving a punch to the floor for his efforts.

"Pitiful," Mysterio said. "You believe that I'm just some street level thug do you? Well after today, you will be calling me an Avengers Level Threat."

"My daddy will stop you!" Mayday said, getting Mysterio's attention.

"Spider-Man's little girl, well aren't you a brave little soul," Mysterio said.

"My daddy always wins, he always beats up bad guys, that will include you too!" Mayday declared.

"Your daddy won't always win, you need to learn that there won't always be a happy ending," Mysterio said. "Sorry to tell you this, little girl, but after today, you won't have any parents to tuck you in bed ever again."

Suddenly he felt something hit him in the back. He turned around and saw Aunt May holding a frying pan. "You get away from her!" She went to attack again but he managed to disarm her and knock her down with a strong back hoof.

"May!" Scott said, trying to get up again, but Mysterio blasted him, knocking him out for the moment.

"The final act approaches, soon Spider-Man, I will have taken everything from you before I finally put an end to your existence!" Mysterio said, laughing menacingly in his triumph.

---

Back in The Negative Zone, Johnny and Ben continued their attack on Annihilus, Johnny throwing his fire and Ben hitting his punches. Annihilus however held his own, unleashing powerful strikes as well, also causing a few explosions to keep the two off balance.

"This guy's tough!" Ben said, wiping his face.

"No kidding, he's not ruler of this dimension for nothing," Johnny said, panting a bit. He had quite a few bruises on him, but he wasn't ready to back down.

"One of the few times you are correct, Human Torch!" Annihilus said, flying in for a strong punch to Johnny's jaw, then a kick to his sides. He then landed before Ben and hit a combo of punches, increasing his power with each strike.

"You bastard!" Johnny flew in to attack again, but Annihilus hit a strong elbow strike to his face and followed it up with a powerful uppercut, then turned around to do a strong right hand to Ben, knocking him to the floor.

"You can barely defeat me with your full team, what makes you believe you can win with only half of that?" Annihilus taunted.

Ben attempted to stand on his own, but Annihilus had picked him up by the neck, holding him up as he readied a strike. Johnny hastily stumbled over, readying a blast but Annihilus had tossed Ben aside and flew in with a knee to Johnny's stomach, breaking a couple of ribs as Annihilus delivered a strong punch to knock Johnny aside.

Pietro looked frustrated watching from where he was, seeing Annihilius return to Ben and stomping hard on the rock man.

"Ugh, I can't take this," Pietro said, struggling to walk, getting Scootaloo's attention.

"Dude, what the heck are you doing?" Scootaloo asked, trying to stop the speedster from walking. "You're hurt Pietro, you shouldn't be moving."

"But I can't just sit here and do nothing, that creature made a fool of me, and seeing him triumph is making me that much angrier!" Pietro said.

"Johnny and Rainbow Dash said you're too hurt to keep fighting, you have to stand down!" Scootaloo insisted.

"I'll stand down when I'm dead!" Pietro shouted. "Hey! insect!" This got the attention of Annihilus. "I've still got a score to settle with you!"

"Do you truly wish to die that badly?" Annihilus said, marching over. "Or do you truly believe you're still any match for me?"

"Come see for yourself, I'm sure you've got nothing to lose," Pietro said.

"Maybe valuable time, but I'm sure I can try to find some enjoyment," Annihilus said, picking up speed.

"Scootaloo, move out the way, he's coming," Pietro said.

"No way, if you're doing this, so am I, I'm not leaving you behind," Scootaloo said.

"You're not strong enough, you'll just get in my way!" Pietro said.

"I'm tougher than I look!" Scootaloo insisted, all the while Annihilus is inching closer.

"You took like two punches and were done! You're not tougher than you look!" Pietro angrily stated.

"Well I don't care, I am not abandoning my friends!" Scootaloo shot back.

"Why is this so important to you!?" Pietro asked as Annihilus began running.

"Because I look up to Rainbow Dash, and I believe in Loyalty!" Scootaloo said, just as Annihulus towered over them.

In an instant, they were both gone just before Annihilus can punch down. "What?" He looked up and saw that Rainbow Dash had grabbed the two.

"Too slow!" She then quickly flew down and kicked Annihilus in the head, causing him to stumble a bit as she began to take off. "I'll be back for you, jackass!"

During this, Johnny had thrown some fire at Annihilus. He turned to see that Johnny, albeit weakly, had powered on his flame, looking ready for more.

"Bring it on, bitch!" Johnny said, flying in to attack again, throwing several fireballs in his face.

During this, Rainbow Dash and flown Pietro and Scootaloo over to where Franklin and Firefly were hiding, "You two stay here, I'm gonna go bust up that monster!"

"Alright, be careful Dash!" Scootaloo said.

"When am I not?" Rainbow Dash asked, laughing a bit. "Seriously I'll be fine, just stay here and don't come out for anything!"

Rainbow Dash flew back to where the fight was, seeing her husband throwing several fireballs at Annihilus. However the creature just walked through them, the attacks were pretty weak and the tyrant's durability was already high enough.

"Yo! Up here!" Rainbow Dash said, getting Annihilus's attention as she flew down and kicked his head again. She then flew back and sped in with a shoulder ram to his chest.

"Fool," Annihilus said, going for a punch but Rainbow Dash dodged, hitting a punch of her own, which she quickly regretted.

"Ow! What are you, made of stone?" Rainbow Dash asked. He attempted to punch her again but she zipped around, opting for a kick instead, being less painful to pull off. She continued doing this, zipping around and going for kicks when she could, however she was eventully caught by the ankle and slammed to the floor.

"Weak little fool!" Annihilus said, slamming her again.

"Dashie!" Johnny said, flying over and blasting Annihilus hard with his fire. This just got a punch for his efforts. Rainbow Dash tried standing up but Annihilus kicked her under her ribs, knocking her into the air and he punched her hard across the ground.

Ben stood up as well, getting a strong punch in to daze Annihilus. He then picked the bug-like creature up over his head and slammed him down hard. Ben then grabbed the bottom of his left wing and started slamming him some more, trying to wear him out, then tossed him away after several of them.

Johnny quickly approached Rainbow Dash, checking on his wife's injuries. "You alright Dashie?"

Rainbow Dash got a good look at her husband, "Dude I can ask the same about you, he really messed you up."

"This isn't the worst that has happened to me," Johnny said, looking over as Ben continued his attack on Annihilus. "Welcome to my world of villains."

"Tell me about it, all this time I've mostly heard of Peter's, especially guys like The Green Goblin and Shocker," Rainbow Dash said.

"Speaking of Peter's villains, hopefully he's handling Mysterio," Johnny said. "I mean he's one guy and not that strong so I'm willing to bet that Peter and the others probably already sent him back to to Canterlot's Dungeon."

"Maybe we can find a dungeon for this guy," Rainbow Dash said. "Better yet, send him to Tartarus."

"Whatever works," Johnny said, standing up beside his wife. "Ready for the home stretch?"

"You know it," Rainbow Dash replied.

Ben continued wailing hard on Annihilus, until the overlord managed to get the upper hand again with a strong punch to knock Ben back, then a powerful haymaker to knock Ben down.

"I won't lose to you!" Annihilus said, showing some signs of fatigue, then saw Johnny and Rainbow Dash standing together. "You wish to try again? Well take your chances!"

"Let's go Dashie!" Johnny said, as he and Rainbow Dash flew in for another assault, hoping to put and end to this fast.

---

Meanwhile Reed is still working on his portal, hoping to get it opened again, Sunset Shimmer coming close to finding The Negative Zone. Having a glimpse of it making it a bit easier.

"I think I almost have it," Reed said. "Just a few more..."

"Professor Richards?" they heard. The group turned to see a highly welcome and very familiar face.

"Stephen!" Sue said, happy to see Doctor Strange.

"Hello Susan, Reed, Sunset Shimmer," Strange greeted. "Wong told me you were having trouble?"

"Yes, my son and niece got trapped in The Negative Zone with Quicksilver and an Equestrian girl named Scootaloo," Sue explained.

"Scootaloo is the surrogate younger sister to Rainbow Dash, Johnny's wife," Reed added.

"Yes, Sunset helped us open the portal temporarily so Johnny, Rainbow Dash and Ben were able to go inside, but now we're having trouble opening it again," Sue said.

"We could really use your help," Sunset pleaded.

"I'd be happy to, now Sunset, I think it's time I taught you a little trick," Strange said. "This can help you whenever you need to access portals, granted it won't always work well, even I can barely use it to travel to say Capcom or even to The Justice League's world, but when it comes to internal dimensions, it can be of a huge help."

"I'm ready Doctor," Sunset said, eager to learn from this man.

"Good, now observe my hand motion," Strange said, holding one hand up and forming a circle with the other. "Since you've seen The Negative Zone, you know what to imagine, do this with me and place all your focus on that one plain of existence."

"Right," Sunset said, copying Strange's movements. Within moments a portal to The Negative Zone was opened, much to her delight. "We did it!"

"Good, now let's hurry, we can't leave this open for too long," Strange said.

"Right, Doctor Richards, Susan, are you coming?" Sunset asked.

"Of course I am, I want my little boy back!" Sue said. "Let me tell Alicia quickly, same with Rainbow Dash's parents."

Reed nodded and faced the portal, a look of determination in his eyes. "We're coming everyone, just hang in there until we arrive."

Negative Illusions Part IV

n the depths of Tartarus, Discord was observing all these events through his crystal ball, quite amazed with what he's seen so far. "My, two dire situations happening at once! Quite the chaos we have boiling here, so delightful."

"Was this planned by you?" Sonata asked, entering the room alongside Shocker.

"Not exactly, I mean Mysterio was part of my plan, but Annihilus was pure luck," Discord said. "I may need to contact that self proclaimed 'Living Death that Walks', see if he'd make a good addition to my plans."

"Just how many people do you plan on recruiting for this plan of yours?" Shocker asked.

"As many as possible," Discord answered. "You know what they say, the more the merrier."

"I like merry!" Sonata said.

"Honestly, maybe be careful who you bring on board," Shocker suggested. "You already got Osborn, and he's a nutcase. Mysterio's not too bad, even if his so-called acting gets on my nerves, but this Annihilus guy sounds way too threatening to side with us. The Fantastic Four seem to have more egotistical villains who don't really play that nicely with others. More guys doesn't mean more success if it could cause the group to implode!"

"Very well stated Herman, and I do understand your argument, but I wouldn't consider this if I didn't think it could work," Discord said. "Though the slight chance that of an implosion does kind of fill me with excitement, it seems so chaotic."

"Ugh, right, you and your chaos, Equestria's Loki," Shocker said.

"Loki...ah, there's someone who could spice things up as well," Discord said, much to Shocker's concern.

"Hey you're not seriously considering bringing in Loki are you?" Shocker asked. "That guy might end up betraying us or something!"

"Or he could be our new best friend!" Sonata pointed out, getting a pitiful glare from Shocker.

"You're so oblivious," Shocker said to the siren, then focused back on Discord. "Look Discord, you really gotta know when to pull back, quality over quantity!"

"Fine, we'll see how these two do," Discord said. "That and who else gets into battle with our friends here, be it accidental or intentional."

"So what next, you're gonna recruit guys like Ultron? Or Dormammu? Galactus!?" Shocker asked.

"I'm surprised a street thug like you knows who those guys are," Discord said.

"Hey I've worked with top villains, and they know people," Shocker said. "Plus I've seen some of them, I've seen what guys like Loki could do, it ain't pretty."

"You're just making them sound more enticing," Discord said. "Here's the thing Shocker, in life comes chaos, something you have to get used to. I mean you lived in a world of heroes and villains, chaos should be second nature to you."

"Yeah, but that was hard enough to manage, now we have all this freakish magic everywhere," Shocker said.

"Don't worry, we'll keep you safe," Sonata said, to Shocker's mild annoyance.

"Hey I don't need protection, I can take care of myself," Shocker said. "I'd just rather avoid unneeded headaches."

"Oh you're just a worry wart," Sonata teased.

"And you're incredibly naive!" Shocker said. "Look, I've seen things, bad things, better be careful Discord, right now you're playing with fire."

"I'm quite aware of the risk, that's what makes it fun," Discord said. "Now, on with the show."

---

Back in Ponyville, Peter, Twilight, Wanda and Hawkeye are searching through the village in pursuit of Mysterio. Twilight used her magic to scan random ponies, making sure none of them were illusions made by Mysterio.

"Sorry about this everypony," Twilight said, as she continued to scan. "Just making sure none of you are illusions!"

"For those who aren't illusions, any of you seen a magician pony with a large cape, likely boasting about their superiority?" Peter asked.

"You mean Trixie?" Cherry Berry asked.

"Er, no, this pony's evil," Peter corrected.

"...So Trixie," Cherry Berry said again.

Peter just stared for a moment, trying to process the logic, "It's not Trixie, it's somepony else, this pony has a bowl over his head, you know, like a total weirdo."

"Total weirdo, that's kind of like Trixie!" Moon Shine said.

Peter groaned in annoyance, "For the last time, it's not Trixie! I mean seriously, when's the last time Trixie did anything bad!?"

"When's the last time she did anything nice!?" Berry Punch shouted from afar.

"That doesn't make her bad, just a little self centered..." Peter said. "I'm not helping her much am I?"

"Focus Parker, if none of these ponies have seen Mysterio then let's keep going," Hawkeye said.

"I imagine he snuck through town in disguise, there's no way he would go through here otherwise," Twilight said. "I'm sure the ponies haven't forgotten when he came to town not too long ago."

"Fine, let's just keep searching and scanning," Peter said. "Hopefully we find him before he causes any permanent damage."

"Hey!" Hawkeye said, getting everypony's attention. "Keep an eye out for anypony suspicious, if you suspect someone could be a villain, let us know immediately!"

"Wait, Trixie's not going evil again, is she?" Moon Shine asked.

"It's NOT Trixie!" Peter shouted. "It's Mysterio! You saw him the other day! He had a bowl over his head!"

"Oh right," Cherry Berry said. "Yeah he had five other friends with him. We haven't seen him though."

"That's fine, I just need to see if anyone has seen him at all," Peter said. "Which may be harder than it sounds."

"Peter! Twilight!" They heard. Running toward them was their good friend Lyra Heartstrings. "There's trouble at your house!"

"Trouble!? What did you see?" Twilight asked.

"Not what I saw, what I heard," Lyra said. "When Bon Bon and I were talking our walk through town, we heard a ruckus at your house. We went to check and heard what sounded like fighting. Someone wants revenge on you Peter, it sounds like one of your old enemies or something, like the guys from a few weeks back."

"It must be Mysterio," Peter said. "Oh crap, that means he's near Mayday!"

"We gotta hurry," Twilight said, then ran with the others back to the Parker-Sparkle home. "Thank you so much Lyra!"

"Wait, I wanna come too!" Lyra said, following the group, along with a few other curious ponies.

Peter immediately arrived at his house with his team. "Mysterio! If you're in there, come out, now!"

Hawkeye got his arrows ready, "Just give me the word and I'll turn him into a pin cushion!"

"No words, just action!" Peter said, about to knock the door in. Before he could, a large ominous cloud appeared above the tree-shaped Library. From it emerged a sized enhanced Mysterio, looking to gave grown several hundred feet and floating in the sky.

"Hello Spider-Man," Mysterio said. "Nice home you have here, I hoped you wouldn't mind me making myself comfortable. You have such interesting house guests I should say."

"You better not have hurt them!" Peter warned.

"Well they did attack me first, it was only fair that I fended for myself," Mysterio taunted. "Don't worry, they're still alive, for now at least."

"What did you do to my daughter!?" Twilight shouted.

"Fret not, I wouldn't hurt a child if I could help it, but that doesn't mean I won't," Mysterio warned.

"Dude, I will break all of your bones, I kid you not!" Peter warned. "I take my role as a father tens of hundreds if times more seriously than I take my role as a hero. You can mess with Spider-Man the Superhero, but you do not wanna screw around with Peter Parker the father!"

"If you're so worried about your daughter..." Mysterio said, making Mayday appear, being dangled in the air by his 'magic', "Then come and get her."

"Mommy! Daddy!" Mayday cried.

"That does it!" Peter lunged himself at Mysterio, only to get blasted down by a clone of his.

"Peter!" Twilight ran to assist, but another clone appeared and attempted to attack her with a magic blast. Twilight was quick enough to put up a forcefield, but had most of her focus on saving her daughter. "Don't worry May, mommy's coming!"

Hawkeye shot some arrows at the giant Mysterio while Wanda blasted it with her magic, neither doing anything to the giant illusion.

"I'm afraid you'll have a hard time locating me," Mysterio said, generating a bunch of clones. "But we won't have trouble getting you!"

The clones flew down, each one attempting to attack the heroes down below with various blasts. Despite them being illusions, the attacks seemed real, damage was being done all around, meaning ponies nearby were in danger.

"Everypony run, it's not safe here!" Peter warned, many of the ponies running, a few too scared too move.

"Aw, don't leave yet," Mysterio said, creating more clones to surround the ponies. "The show is still going, don't want to miss the final act!"

Soon an army of Mysterio clones surrounded the ponies in town, all of them not knowing what to do or where to go.

"Spider-Mane, help us!" Amethyst Star pleaded, other ponies doing the same.

"So many lives to save Spider-Man, but will you succeed? Will a few ponies fall during your rescue, or will you simply fail!" Mysterio said, sending more clones to attack. Twilight and Wanda blasted several of them, a few disappearing, some robotic droids even falling down.

"How many of those droids does he have?" Peter wondered. "No way he has an unlimited amount at his disposal, especially in this world where technology is kind of scarce."

"Let's try to reduce the number then," Hawkeye said, firing some arrows.

"Might be hard, he wouldn't put them in any immediate danger, hence all the harmless clones," Peter said. "Still, worth a shot to try."

While the heroes did battle, Lyra looked around for any sign of help. "Come on Bon Bon, I sent you to get Wolverine and the others not too long ago, they should be here!"

"I wouldn't worry too much," She heard Derpy say. She turned to face the Pegasus, "They'll obviously know what's happening, and they'll be here fast. After all, they live in town, this is their home, and they'll protect it just as much as Peter is."

Lyra nodded, "You're right, I bet they're closing in right now."

As if on cue, Logan stood not too far away alongside Laura, Lightning Dust, Fluttershy and Toad, all of them looking ready for a fight.

"So, Mysterio wants to cause trouble huh?" Logan said. SNIKT. "Well, let's give him trouble."

---

Back in the Negative Zone, Johnny and Rainbow Dash are zipping through the air, doing as much damage to Annihilus as they could through Rainbow Dash's kicks and Johnny's fireballs.

Ben had also rushed in to attack, using a few strong blows to the Negative Zone Lord. The three seemed to be putting up a much better fight than before, though it still felt like Annihilus had more fight left in him than they imagined.

"You're just prolonging the inevitable. I, the mighty Annihilus, will be your downfall!" the Negative Lord shouted, flying in with a strong kick to both Johnny and Rainbow Dash, then a punch to Ben, keeping everyone at a distance.

"This dude just doesn't know when to quit!" Rainbow Dash said, trying to stand up. "Really strong too!"

"This is why we tend to stay out of The Negative Zone," Johnny said. "Fighting these monsters is more trouble than it's worth, especially when it's the Lord and ruler of those monsters."

Ben rushed back, ramming into Annihilus, but was lifted up by the insectoid's brute strength, flown upwards and slammed hard into the ground, then landed down hard on the rock hero.

"That's kind of frightening to see," Rainbow Dash said. "Seeing Ben get out muscled is a bit demotivating."

"Not the first time he's gotten beaten up, I mean, he's fought The Hulk a dozen times, and it usually ends with him on the losing end," Johnny said.

"Maybe green is an unlucky color for him?" Rainbow Dash said. "No matter, let's get back into this, Ben needs our help!"

Johnny powered up some more, "We just gotta hold out until Reed opens that portal back up, I can't see us winning but what matters is getting Firefly, Franklin, Scootaloo and Pietro out of this place."

"Well I'm aiming for the win!" Rainbow Dash shouted, flying over with a kick to Annihilus, Johnny also flying over with a flame powered punch. Annihilus then grabbed both Rainbow Dash's ankle and Johnny's forearm, and slammed them both down a few times before tossing them away.

"You're all officially on your last legs, vicotry will be-" Annihilus then felt a punch to his jaw. He turned to see where it came from, then felt a kick to his leg. He turned again and gone. Suddenly all he could see is a flurry of Pietros attacking with random punches and kicks,

"I'm not done with you yet!" Pietro shouted, hoping to bring down the tyrant.

"Fool," Annihilus had punched once and hit Pietro, knocking him to the floor. "You should have stayed in the shadows."

"Not our style!" Scootaloo shouted, running over to deliver a punch. "You're going down!"

Annihilus simply kicked Scootaloo in the sides, knocking her across the ground. "Weak." He scanned his surroundings, "I don't suppose that child of Mr. Fantastic and The Invisible Woman wants to take his chances, or that little infant girl he was carrying."

"Dude you stay the hell away from my daughter," Johnny warned, stepping toward Annihilus. He went for a punch but Annihilus simply hit an uppercut to knock Johnny away. Rainbow Dash flew in to attack but Annihilus hit a haymaker to knock her to the floor.

"I grow tired of this, time to put an end to all of you," Annihilus said, getting ready to deal the final blow.

"Hold it!" he heard. He turned to see Reed alongside Susan, Storm and Doctor Strange.

"So, the rest of The Fantastic Four have arrived, along with the Sorcerer Supreme, Doctor Strange," Annihilus said. "But who's your friend?"

"I'm Sunset Shimmer, and those heroes you just beat up are my friends!" Sunset shouted.

"Well then, would you like to join them?" Annihilus said. "I am eager to meet a new challenge."

"Oh we won't be doing much fighting, quite the contrary, we're just here to get our friends and leave," Strange said, then readied his magic shields. "But we have no problems using force along the way."

"Very well then," Annihulus braced for battle. "Come at me!"

Strange turned his attention to Sunset, "Try to see if you can find the two children, myself along with Susan and Doctor Richards will keep this beast distracted."

"You got it," Sunset said, teleporting away. Strange then rushed in along with Susan and Reed, all of them attacking Annihilus with magic blasts, stretching punches and forcefields.

Annihilus blocked and countered a few strikes, though as he went for a punch to Strange, Sue had used her forcefield to grab his hand and lift it, allowing an opening for Reed to delivering a few hammer fisted punches to the brute. Strange then powered up and blasted Annihilus on the sides, getting in multiple attacks on the creatures exoskeleton.

Annihulus eventually broke free of Susan's shield, going for a punch to the woman, but se quickly put up another shield, then turned invisible to escape his eyesight. Strange then enchanted Reed's hands temporarily, allowing the stretch hero to get in some more powerful strikes on the tyrant.

Sunset had continued teleporting around until she located Franklin and Firefly in a cave area. "There you kids are!"

This got Franklin's attention as Sunset made her way towards him. "Do I know you?"

"I'm Sunset Shimmer, you've seen me in The Baxter Building on occasion," Sunset reminded.

"I did?" Franklin asked, trying to jog his own memory. "Oh yeah, you were the one who wanted to open the Capcom portal."

"Yeah, that's me," Sunset confirmed. "Now come on, we need to get you out of here."

"Oh you got a portal opened!?" Franklin asked. "What about Annihilus, has he been defeated!?"

"Myself and Doctor Strange are gonna open another portal," Sunset confirmed. "As for that big guy, he's still up and at 'em, so we gotta move quickly."

"Alright," Franklin said, holding Firefly and joining Sunset.

Back at the battle, Annihilus was still fending off the remaining three forces, though this battle felt different. It's as if they were mostly just focused on defense and only using offense when necessary, it's almost like they're just stalling, to which the insectoid remembered Strange's words from before.

Johnny slowly struggled to stand, shaking off his attack from earlier, plus the fatigue he felt from his fight with the villain before him. "Dashie?" He looked around and saw Rainbow Dash on her feet, walking towards where Scootaloo was. Johnny could see that she and Pietro had returned, and were immediately dealt with. Fortunately he could also see that his sister along with Reed and Strange were here, fighting against Annihilus. "Finally, took long enough."

Rainbow Dash stumbled over to Scootaloo, checking on her honorary younger sister, "You're one stubborn kid, brave though. If you could fly better, you'd make a great Wonderbolt." She looked over to where Pietro was, "I should be checking on him too though, his father trusted me to watch over him." She looked back to Scootaloo, "But she's a bit more defenseless."

Fortunately, she could now see Johnny making his way over, pulling Pietro away from the fighting and locating him near both her and Scootaloo. "I got him."

"Good, we can keep them together and hopefully your family and Strange can take down that jerk," Rainbow Dash said. "Wait, what about Ben?"

"He's fine, look," Johnny said, gesturing to Ben, who was standing up and looking like he wanted more. "He's stubborn as hell, just like us."

"I guess that's why we all get along so well, none of us never know when to quit," Rainbow Dash said.

"Tell me about," Johnny said. "Man that guy did a number on me."

"Same, can't believe a world like this exists, same with the monsters, this guy's probably more dangerous than any creature in Equestria, maybe even more than King Sombra," Rainbow Dash said.

"Was he really that bad?" Johnny asked. "Between what you and your friends talked about, plus the things Peter said, it sounds like we dodged one hell of a bullet fighting that guy."

"Hey I think you could have faired well against him, probably could have used your fire against his shadows," Rainbow Dash said.

"Yeah, I'm sure Peter wishes he had me around at the time," Johnny said.

"We wish we had all you guys," Rainbow Dash said. "Don't get me wrong, Peter's done a great job on his own, he's a great hero and always shows incredible potential. But I get the feeling that in the end, he needs help from all his friends in his world. Being great on your own is one thing, being awesome together is the greatest thing imaginable."

"Guess we all just compliment each other well, one big Superhero family," Johnny said. "Even better with Equestria."

"Is this one of your sappy Friendship Lessons?" They heard Pietro said. They could see the mutant waking up.

"Something like that, but what were you even doing here? You're already hurt, not it's worse!" Rainbow Dash scolded.

"I wasn't gonna let that brute get the best of me, plus Scootaloo wouldn't stop worrying about you," Pietro said, glancing down to the human filly. "Maybe a bit too much, now she's hurt too, that bastard."

"Well Scootaloo's incredibly Loyal," Rainbow Dash said. "Looks like you are too, I think you're really understanding the concept."

"It's not just that, like I said, I don't like the idea of someone thinking they've bested me, I'd rather die fighting than live with that shame," Pietro said.

"Man you're stubborn as hell too," Johnny said. "We're more alike that I thought."

Suddenly Reed was knocked to the ground right next to them, to the concern of Johnny and the others. "Yo, you alright there Reed!?"

"I'm fine, just a lucky hit," Reed said. "Glad you're all still alive."

"Of course, we're tough as nails bro," Johnny said. "Even Scootaloo here took some blows like a true warrior."

"Really proud of her, though I'd like to get her out of here ASAP," Rainbow Dash said.

"Once Sunset Shimmer returns with Franklin and Firefly, we'll be leaving," Reed said.

"Then get your portal ready," Sunset said, having appeared near the group along with Franklin and Firefly. "Sup?"

"Dad!" Franklin said, immediately hugging his father. "I'm so glad you're here!"

"Of course, I would never leave you to this place," Reed said, returning the hug. "You have any idea what your mother would do to me if I did?"

Franklin laughed a bit, pulling back from the hug. "Yeah, I have an idea."

"Save the happy reunion for later," Sunset said, then called to Strange. "Doctor! I found the kids!"

Strange had blasted Annihilus back, before turning his attention to Sunset Shimmer, "Excellent, let's get out of this accursed place. Susan, Benjamin, let us hurry!"

"Don't call me Benjamin!" Ben said, making his way over to the others as Sunset and Reed started making a portal together.

Annihilus shook off Strange's attack and saw the group attempting to escape. "I won't let you get away so easily!"

"Hurry!" Franklin said, seeing Annihilus flying over. Fortunately Sunset and Strange finished their portal and the group jumped in, landing back in the Baxter Building.

"Made it!" Johnny said.

"Good work team," Strange said. "Now we just have to get some medical care for Scootaloo and Pietro, maybe even some for-"

Suddenly he felt a hand grab his head, lifting him off the ground. "You should have been more careful about what you leave open!"

"Shit, it didn't close in time!" Johnny said, blasting Annihilus, trying to get him to let go.

"Franklin, get Firefly, Pietro and Scootaloo out of here!" Reed urgered.

"What's going on!?" Bow said, coming out of the room he, his wife and Alicia were in, then noticed Annihilus standing in the portal room. "Oh sweet Celestia! What is that thing!?"

"The monsters from earlier, this is their king," Rainbow Dash said. "Also, dad, maybe get back to your hiding place!"

"Help my son bring the injured," Sue said, using her forcefield to prevent Annihilus from coming their way.

Bow took notice of the injured Scootaloo, "Oh man kid, what happened to you in there?" He picked her up, assisting her into the other room. "Let's get you to safety."

Franklin attempted to help Pietro, but he denied it, "I can walk." Not questioning it, Franklin just grabbed Firefly and left.

Annihilus went for another punch, but Ben had blocked it as Reed whacked the tyarnt with a wrecking ball fist, Sunset then taking the moment to blast him in the face.

"We gotta get him out of here," Johnny said. "He's gonna wreck the place and hurt Alicia and the In-Laws."

Annihilus flew in and tackled both Reed and Strange into another portal, to the shock of the others, especially Sunset. "That's the portal to Equestria!"

"That's either a good thing or a bad thing," Johnny said.

"...How can it be a good thing!?" Sunset asked.

"Well for starters, The Avengers are there, some of them at least," Johnny said.

"Talk later, let's get him!" Rainbow Dash said, flying through the portal, the others joining afterwards.

---

Back in Equestria, in the town of Ponyville, Mysterio's army was still causing trouble, attacking many of the ponies and destroying a lot of homes. Thankfully by this point, the other heroes of Ponyville had arrived to lend assistance.

"Die you stupid clones!" Laura shouted, attacking the illusions. Thanks to her battle senses, she was able to handle herself pretty well despite the hallucinations, rarely getting attacked by a real blast.

Lightning Dust zipped around to take out several illusions at once, having the time of her life doing so. "Can't keep up with me you fakes!"

Remy tossed his cards at the illusions, occasionally getting a droid, lessening the amount of illusions that can generate. "Just a bit more, man this guy's tougher than he looks."

Boom threw some explosions at the illusions, a bit carelessly as she caused some extra damage to Ponyville in the process.

"Hey be careful with your powers!" Hawkeye shouted at the mutant.

"You're the ones who asked for my help," Boom non-chalantly replied.

"First of all, I didn't ask for anything, second keep that up and you're gonna be joining Mysterio once this is over!" Hawkeye warned.

Bobby and Pyro were also taking down the illusions, Bobby being a bit careful with his powers, while Pyro had a similar problem to Boom, occasionally creating more damage than preventing.

"Dude!" Bobby said, using his ice to put out a fire. "Protect the town, don't destroy it!"

"Doing my best here," Pyro said, attacking more clones.

Avalanche, like his friends, was also a bit careless in attacking, creating tones of stalagmites with little worry to the town's structure, this getting Applejack's attention.

"Easy there Sugarcube, if ya can't fight the clones without destroying the town, at least help the ponies that need it, maybe find a place out of town and make a shelter for them!" Applejack suggested.

"You're the boss," Avalanche said, attempting to lead the ponies away. "Let's go, you stay, you die!"

Applejack shook her head in annoyance, buck kicking a clone right afterwards. "How does this guy have this much power? Good thing he never got Discord's power, he might have been stronger than The Green Goblin."

Logan took down a handful of clones, Deadpool right by his side, shooting and slashing through the illusions.

"The fun part is getting those droids," Deadpool said. "Almost like a game, see how many droids you can take down."

"Just can it and focus on taking this scumbag down," Logan said, slashing through a clone.

Toad hopped around, attacking each clone he encountered, most of them were of course just fakes but he was able to perfectly dodge the attacks Mysterio tried to unleash. Aside from Wanda, he was the only Brotherhood member not causing damage to the town.

"Fight all you want," Mysterio said, summoning more clones from the sky to rain down magic blasts. "Defeat is inevitable, my power is limitless."

"We know you're a fake dude!" Peter shouted. "You're in a world inhabited by real magic! You won't last long against that!"

"Silence!" Mysterio blasted back Spider-Man, creating more clones to surround him. "None can match my genius, that in itself is true magic! You can't fight if you can't tell reality from fraud!" Suddenly Mayday was lifted higher into the air, startling her even more. "Plus, I think it's safe to say that this child's fear is no illusion."

"Shit! He's got Mayday!" Logan shouted.

"Not for long!" Lightning Dust said, flying towards her. "Don't worry kiddo, your Auntie Lightning Dust is coming to get ya!"

Mysterio then blasted the former cadet through the roof of a house. "Fool!"

"Lightning Dust!" Remy shouted, rushing over to check on her. "Don't worry, your buddy Remy's coming to get ya!"

An illusion appeared before the card user, to which he whacked it away with his staff, but it distracted him long enough for another clone to blast him from behind.

Twilight was losing her patience, she could easily just use a magic barrier to knock away the clones, but doing so would endanger the other ponies. If she went for the Giant Illusion, she would risk hurting Mayday. This is the feeling of helplessness she truly hates. She can't even get close to Mayday without a bunch of clones attempting to attack her.

"We need more assistance, if only Spike and Janet were here, or Johnny as well," Twilight said. "Or even Cap!" She called to Hawkeye. "Clint! Can you contact Captain America!? Or Iron Man!? Any other Avenger at all!?"

"You got it!" Hawkeye said, getting in contact with his leader. "Yo Cap! We need help in Ponyville, that Mysterio guy is causing trouble."

"Well we got trouble here," Cap said.

"What!? From who!?" Hawkeye asked.

Back in Canterlot, a not pony looking Annihilus was causing destruction in the castle, attacking the guards that came his way. He felt revitalized in this new form, like a breath of fresh air.

"I can get used to this world," Annihilus said, attacking even more guards.

Cap rushed over, throwing his shield at the Tyrant, getting him in the face. Annihilus responded by flying in and punching Cap through the wall. Princess Luna attempted to blast the Lord but he quickly dodged and kicked her away.

"I must see more of this world, perhaps I can build a new empire here," Annihilus said, flying through the roof of the castle.

Luna shook off the kick, looking really agitated. "My sister will not be pleased when she returns from her trip."

"Worry about that later, we gotta take this jerk down now," Johnny said. "Man, from The Negative Zone, to Earth, and now Equestria, a battle across three dimensions."

"We have the advantage, he's gotta get used to his pony form," Rainbow Dash said.

"I say he adapted pretty damn fast," Johnny stated. "Plus he cold already fly so it's not like much changed."

"Let's just hurry and find him!" Luna said, taking off as well, with Johnny and Rainbow Dash following.

Annihilus searched around the skies, overseeing the land, "Such a unique looking world, it seems to be radiating with a type of magic. Once I harness it, I will be unstoppable!" He looked to the distance to see some peculiar. "Interesting, something's happening in that town over there. Might be a bit dangerous to go, but at the same time, with risk comes reward."

He flew towards Ponyville with Luna, Johnny and Rainbow Dash following after. Sunset, Strange, Reed, Ben and Susan rushed toward where Cap was, who was recovering from the attack he just received.

"First Mysterio, now this guy, Celestia picked a bad day to travel," Cap said.

"Or a good day, she won't be happy knowing that two villains are wreaking havoc," Sunset said. "If we stop them soon, maybe she'll be less displeased."

"Never the less, I suggest warning the others about Annihilus, you have a communicator correct?" Strange asked.

"I do, I'll let Hawkeye know," Cap said, then contacted his teammate. "Listen Clint, Annihilus is in Equestria, deal with Mysterio fast! We don't need more trouble!"

"Annihilius? That guy from The Negative Zone that The Fantastic Four constantly do battle with!?" Hawkeye asked, dodging a clone and shooting it with an arrow. "How the hell did he end up in Equestria!?"

"I don't know Clint, just keep a lookout!" Cap said. "I'm in pursuit along with Rainbow Dash, Sunset Shimmer, Princess Luna, Doctor Strange and The Fantastic Four!"

"Alright, if things get too bad, we'll just contact Stark and Thor," Hawkeye said, going back to battle against Mysterio.

Cap turned to his group, "Let's hurry!"

---

Back at Ponyville, Bobby was attempting to get close and free Mayday, but he got whacked down to the ground. Same with Fluttershy when she tried sneaking over. Mysterio seemed to have eyes everywhere, making this difficult for the heroes.

"Mayday!" Peter launched himself toward his daughter, dodging a few clones but eventually getting blasted down as well.

"You're wasting your time, just surrender!" Mysterio shouted.

"Screw you dude!" Peter shouted. "I'll save you Mayday! No one's gonna keep me from you!"

"Spider-Man!" Clint said, getting the webslinger's attention. "We have trouble, another villain is in Equestria, Anihillus from The Negative Zone!"

"What!? How!?" Peter asked.

"I bet my stupid brother had to do with that," Wanda said, arriving after blasting some clones. "He did go to The Baxter Building, probably touched something he wasn't suppose to."

"Dammit! Like Mysterio's not enough," Peter said.

"I think he's coming now," Twilight said, gesturing to the creature, who had just arrived above town, getting Mysterio's attention.

"You're not a superhero, at least not one I've seen before," Mysterio said. "Wait, you look almost familiar."

"I am Annihilus, perhaps you remember me as The Lord of The Negative Zone," Annihilus introduced.

"Ah, a guest from that world, I am Mysterio, master of illusions," the magician greeted. "You're just in time, I am about to rid this world of Spider-Man and his pesky friends."

"Spider-Man's here?" Annihilus said, looking down. "I don't believe I see him."

"Look for the pony with the mark of a spider," Mysterio said. "But if I may ask, why are you here?"

"I was trying to destroy The Fantastic Four and some new friends of theres, next thing I knew, I came to this world," Annihilus said.

"Then let us lay waste to it, once Spider-Man is out of the picture, I can finally ascend to the top where I belong," Mysterio said.

"Why not, after that, Earth can be next," Annihilus said.

"You aint' destroying anything!" Johnny said, arriving with his group. "And holy crap how did Mysterio get so big!?"

"It's an illusion!" Peter called out.

"Well that's one hell of an illusion," Johnny said, then noticed Mayday in his grasp. "Not cool dude!"

He went to rescue her but some clones attempted to block him. He then started flying around, the clones following and attempting to attack him.

"Strike him down!" Mysterio demanded as the clones sent several blasts his way.

"Dash! Go for it!" Johnny shouted.

Rainbow Dash speed through, past some extra clones and grabbed Mayday from Mysterio's grasp. "Ha! Can't beat that speed!"

"Dammit!" Mysterio attempted to attack but Rainbow Dash dodged out of the way. Annihilus went to lend his assistance, but Luna blasted him to the ground below.

As the Tyrant tried to stand, Peter rushed over and kicked him away. "Johnny! Rainbow Dash! I owe you big time!"

Rainbow Dash lowered herself to the ground, still holding Mayday, "It's nothing, I care about Mayday too after all."

"Sorry we brought extra trouble, we thought we left him back in The Negative Zone," Johnny said.

"Let's just deal with him quickly," Peter said. "Hey Fluttershy!"

The Kindness Element flew over to Peter, "Oh good, Mayday's safe."

"I need you to keep her that way," Peter said, handing his daughter off. "Take her out of town, we'll take down Mysterio and Annihilus."

"Right," Fluttershy said, flying off.

"You won't escape!" Mysterio said, attemping to attack Fluttershy, but Johnny threw some fire in his path, blocking Mysterio.

Annihilus flew over to attack but Peter webbed his face, giving Johnny the opening to blast him. Wanda showed up and used her magic to levitate Annihilus and send him crashing through the ground.

"Great work everypony!" Twilight said, then focused on Mysterio. "Now it's my turn! Luna, clear out of the way, quickly!" Luna did as asked while Twilight used a giant magic barrier in the sky towards Mysterio, destroying the clones in the air and knocking away the giant illusion.

After that fell, all the illusions on the ground either disappeared or retreated, leaving the smoke above the treebrary to disappear.

"Quick, let's head inside!" Peter said, running in and knocking the door in, causing it to fall off it's hinge. "Great, now I gotta have somepony fix the door." He shook it off, realizing now's not the time to worry about that. "Beck! Show yourself!"

"I'm right here," Mysterio said, the real one holding Trixie hostage. "Did you enjoy the show? Have you come for an autograph from the star?"

"I'm about to make you see stars!" Peter warned, with Twilight, Wanda and Hawkeye coming in as well, the others outside to surround Annihilus.

"I'd be careful if I were you, don't want an accident," Mysterio said, holding Trixie by her neck. "I think it would crush your friend if something were to go wrong."

"The only one..." Trixie weakly said. "The only one, who will get crushed..." She started to smirk deviously, "Is you..."

Suddenly Mysterio felt a punch to his sides, forcing him to let go of Trixie, the mare taking the time to back hoof him across the face, albeit weakly due to her fatigue. Appearing behind Mysterio was Scott, who punched him again, breaking his bowl completely and knocking him toward Peter, who uppercut the magician hard into the air, then webbed him and slammed him against the wall.

Twilight used her magic to grab and restrain Mysterio, crushing him a bit for addefd measure. "Looks like Trixie called it."

"Fools! You will not get the best of me!" Mysterio said as Twilight slowly brought him closer. "When I'm done with you, I will-"

With one swift punch, Peter knocked out the magician, finally putting and end to him. Twilight released Mysterio as Peter webbed him up to keep him from escaping. "Well that's one, now for the other."

Outside, Annihilus was fighting off the heroes, or at least trying to. He got some hits in, knocking away Deadpool, Boom and Lightning Dust, but Logan's relentlessness was the first part of his downfall, the monster taking several hard slashes. Laura also went in with slashes of her own, both their claws being too much even for his durable exoskeleton.

Remy rushed over, throwing several cards in his face, the explosion disorienting him long enough for Bobby to rush in and blast him with ice, Pyro then doing the same with fire, and Applejack buck kicking him to the ground.

"I won't be made a fool of by the likes of you!" Annihilus said, slowly standing up. To his surprise, it looked like the heroes were backing away, maintaining a distance from him. Suddenly he looked up and saw something odd, what looked like a Rainbow Trail mixed with fire coming down at him.

"FIREY SONIC RAINBOOM!" Both Johnny and Rainbow Dash had shouted, just as they landed down on Annihilus, creating an explosion of power, leaving Annihilus out cold in a crater. The couple landed beside him, both doing a hoof bump to each other, grinning at their victory. "We rock!"

"Looks like it's over," Peter said, dragging a webbed Mysterio with him. "Just to be safe though." Peter shot a bunch of webbing to cover Annihilus as well. "There, that wasn't as bad as I thought it'd be."

"Looks like it," Logan said, scanning the town. "Still, this place looks like a wreck."

Rainbow Dash flew up a bit, "It's mostly this area that got in bad, a few bits of damage elsewhere, but nothing that can't be fixed."

"Are the other ponies safe?" Remy asked.

"Looks like a lot of them are out of town, but a couple of them do look injured, some are still even in the village," Rainbow Dash said. "Gotta get them medical treatment, hope it's nothing too serious."

"I can't believe all this happened," Twilight said. "How are we gonna explain this to Princess Celestia?"

"We'll figure something out," Logan said, then noticed Cap arriving with his group. "Yer late!"

"I can see that," Cap said, taking note of the unconscious and webbed up Mysterio and Annihilus. "At least you won."

"Yes, you have," they all heard. Each of them turned to the sky and saw Princess Celestia, alongside a floating Magneto. "So, who wants to be the first to explain what happened?"

While she looked kind of calm, many could tell there was a hint of anger in her voice, she was clearly not pleased with what had happened. Magneto however, looked very curious as to what is to come next.

Hopefully Celestia can be understanding of the situation, or things might look bleak for this newly merged multiverse.

Author's Notes:

Is the conflict truly over?

Temporary Relief

Worker and construction ponies were quick to come to Ponyville to fix up the damage caused during the big showdown.

Thought a lot of the homes had some damage to them, it was nothing that couldn't be easily repaired. Of course many of the ponies were hurt, at the very least there were no casualties.

However there was some damage that could not be so easily fixed, that being Celestia's faith in the portals, and likely feeling some displeasure in knowing that two villains from Earth had caused this much damage, one from poor guarding, the other from a freak accident.

Celestia had summoned the heroes to her castle, that consisting of The Elements, their husbands, The Brotherhood, the Fantastic Four family, The Avengers that took part in this, Trixie, Sunset Shimmer, Lightning Dust and Doctor Strange. Her guards had already detained both Mysterio and Annihilus, she would deal with both later. Curiously enough, Magneto was also present along with Princess Luna, though considering this directly affected both his children, it was understandable that he'd join as well.

"So, who wants to tell me what happened while I was away?" The Sun Princess asked.

Twilight was nervous, out of all the ponies in the room, she knew Celestia the best, and definitely knew when she was angry or at the very least, unhappy. Fortunately she knew Celestia well, and if anypony could explain this to her, she could.

"It's like this, Princess Celestia," Twilight started. "Somehow the villain Mysterio had escaped from Canterlot using high quality illusions, ones caused from droids he carries around with him since he can't really do any magic. "

"He was the only one who had escaped, the other villains are still in their cells," Sunset confirmed.

"Right, so he had made his way to Ponyville where he attempted revenge on Peter, and while he proved to be a nuisance, it was nothing we couldn't handle," Twilight assured.

"I played quite an important role in defeating him," Trixie boasted. "Now he knows who the superior magician is."

"Now's not the time Trixie," Logan warned, getting a sheepish smile from Trixie.

"We've rounded up Mysterio's drones, most of them at least, we're keeping an eye out for any strays," Peter said.

"With The Wonderbolts on the job, I think we'll find those things in no time," Rainbow Dash reassured.

"How did Mysterio escape his cell?" Luna asked.

"Apparently he still had a droid that allowed him invisibility and he managed to sneak out, leaving a hologram in his place for a while," Cap said.

"He tried to take me hostage, that plan backfired," Sunset said.

"From there he went to Ponyville but as the others explained, he was detained in relatively quick time," Cap explained.

Celestia still didn't look too satisfied, "What of the other creature? How did he get into this world?"

"Um, I think I can explain Princess," Johnny said. "See my daughter, the explorer that she is, accidentally opened a portal to The Negative Zone back on Earth and ended up getting stuck inside with my nephew Franklin along with Pietro. So Strange helped me and my family open a portal to go inside and save since they got cornered by Annihulus."

"It was quite difficult and required a few attempts," Reed added. "At one point it was only Johnny, Rainbow Dash and Ben before myself, my wife and Stephen were able to gain our own access."

"The plan was to just go in and rescue Quicksilver and the two children, but during the process, he had escaped into Earth and then through the portal in Equestria," Doctor Strange said. "Really random turn of events if I do say so myself."

"We were able to apprehend him too, especially after an awesome move me and Johnny did," Rainbow Dash said.

"Yeah, so you see, even if some random shit happens, we're always quick to make things right again," Johnny said.

Twilight groaned a bit at Johnny's term of phrasing but hoped Celestia would focus on the positives here. "We put a stop to them before anything really bad could happen, so that's one positive take-away from this."

"She's not wrong sister," Luna said. "All the damage is repairable and all the injured will recover."

"Not bad right, helps having a whole team of heroes here," Johnny said. "If it was Peter on his own still, it may have taken a bit longer."

"Well technically if it was just Peter then Mysterio and that Annihilus creep wouldn't be here either since the portals that brought you here also brought them," Trixie commented, getting an annoyed glare from many of the ponies in the room. "Uh...did I say something bad?"

"No Trixie, that's a fair point," Celestia said, glaring at the other heroes. "This is the situation that I feared when we allowed these portals to be permanent, having several villain attacks within the span of days is not my idea of a harmonious world."

"Hey to be fair, you have villains in this world too," Scott said. "Plus The Green Goblin managed to pierce through this world, who's to say the other villains couldn't have either?"

"Green Goblin was a result of Discord rather than his own means," Celestia said. "Getting to this world should have been impossible from an outsider."

"That does beg the question as to how some of these villains even came to this world," Luna said. "None of the other villains in our dungeon have a clear answer, they just kept mentioning a mysterious voice."

"We'll get to the bottom of that," Celestia said, then turned to the heroes. "As for all of you, while I'm not happy that this happened, I am pleased it was resolved quickly, but this does not help my views on the portals."

"You're still on this?" Scott asked. "These things have been open for like a year, kind of late to just shut it down."

"Scott!" Twilight scolded. "She's already upset, you wanna get banished to the moon!?"

Celestia looked a bit surprised by that statement, "Twilight, you know I can't do that without the Elements, don't you? It's hard to do that on magic alone."

Twilight felt a bit awkward by the sudden attention she received from the curious heroes. "Um...Sort of?"

"Wait, you need The Elements to do that!?" Peter asked, then glared at Twilight. "So all this time you've been threatening to send me to the moon was just a bunch of baloney!?"

"Peter, I have the Elements, I've used them alone before, don't think I can't do it again!" Twilight warned, giving her husband a stern glare.

"Please, you don't scare me Twilight," Peter said.

"Then why are you hiding behind me!?" Logan asked, glaring as Peter had suddenly ran by his side, almost ready to use him as a shield.

"You can't prove anything," Peter said, getting Logan's claws pointed at his neck.

"Watch it bub, or Twilight will be the least of your worries," Logan warned.

"Truthfully, the idea that you can be more scary than Twilight is pretty much impossible," Peter said.

Luna shook her head in shame, "There are so many things wrong with you Peter." She cleared her throat loudly enough to get their attention. "If you're done goofing around, I do believe my sister has much more to say!"

"Thank you sister," Celestia said. "To your point Mr. Lang, yes these portals have been around for quite a lengthy amount of time, and I will admit that it's had a great start, I did give this warning, if the portals cannot be trusted, then I will not hesitate to shut them down. Whether you choose to stay in Equestria or on Earth is your choice, but once they're destroyed, then that's it. Now, like I've also mentioned, these last few situations have been handled quite well and very quickly, so I will continue to take this risk so long as all you heroes stay on your game. If you do slip up, then I will have no choice but to take action."

"In addition, we will try to locate the source of this problem, that will surely help your situation," Luna said.

"Hope so, I don't want to leave Equestria, but being separated permanently from Earth ain't ideal," Johnny said.

"And we can't just go back to Earth, we wouldn't want our wives missing Equestria," Remy said.

"Plus Spider-Man will be alone again, we'll be living in a world without Spider-Man!" Deadpool said. "My heart can't take any more of that! It's not Marvel without Spider-Man! And Spider-Man isn't the same without all of us! It just doesn't work dammit!"

"First off, yes it can," Peter said. "Second what are you yammering about dude?"

"I just want us to be stable, much more than the DC Universe!" Deadpool said, overly dramatic at that.

"Easy there honey, getting a bit carried away, they're not gonna end up like DC," Pinkie Pie promised.

"I hope so...I mean they're not all bad but their continuity is just getting weird," Deadpool said. "Weirder than us."

"Just try not to think about it," Pinkie said, soothing her husband more.

"Princess, what will you do regarding Mysterio and Annihilus?" Cap asked.

"For the time being, I am sending both to Tartarus," Celestia said. "I will figure out what to do with them in the coming days."

"Wish I could say I feel sorry for them, but they kind of deserve that," Peter said.

"That will be all, you're all free to go," Celestia said.

Peter turned to Twilight, "Let's go check on the town then."

"Good idea," Twilight said, then turned to Wanda. "Want to come? Or will you be staying with your father?"

"Might as well, we'd have to go back almost right away anyway," Wanda said.

"Then I will see you tomorrow...hopefully," Twilight said, then turned back to Celestia. "I look forward to seeing you again."

"Hopefully under better circumstances," Celestia said, before making her way to her throne room, followed by her sister.

"Brotherhood, with me," Magneto ordered.

Pietro turned to Rainbow Dash and The Fantastic Four, "Hey sorry things went to hell earlier."

"Nothing you could have predicted," Reed reassured. "We're just glad you're alright."

"Plus we heard that you fought to protect our son," Sue said. "We greatly appreciate that."

"Thanks for helping Scootaloo too, she's gonna need some medical treatment and might need a few days to heal, but I guess the same could be said about all of us," Rainbow Dash said.

"Well after today, I have some newfound respect for the Fantastic Four, can't believe they go through that crap on a regular basis," Pietro said.

"It's always just another Thursday for us," Ben said.

"Never a dull moment with you all around," Rainbow Dash said. "But I'm used to the chaos, even before Peter arrived in Equestria there was always something to be on alert for."

"Let's go Pietro," Wanda ordered, leading the others towards the Brotherhood leader.

"Pushy..." Pietro said, turning to the family. "Well see you around Fantastics, maybe next time things can go smoother."

"Asking fer a bit too much there speedy," Ben joked.

"Maybe, can't hurt to hope..." Pietro thought a moment. "Well it can if your hopes get crushed but I'm holding on anyway."

Pietro soon joined up with The Brotherhood, Johnny turning back to his family. "We should go check on Alicia, Dashie's parents, Franklin and Firefly, let them know everything turned out alright."

"Yes, that we should do," Reed said. "We should also get Stephen, I'm quite sure he-"

"He already left," Sunset said, getting their attention. "The moment Celestia dismissed us he seemed to leave in a hurry, stating he doesn't have anytime for farewells that he needed to tend to an urgent matter."

"Oh right, his buddy Wong mentioned Strange being busy when I went to the Sanctum Sanctorum," Johnny said.

"Is it weird I can't stay that without getting my tongue twisted? It's such a funny sounding place," Rainbow Dash said.

Sunset shook her head at Rainbow Dash's random comment, "Point is he couldn't stay, I am kind of worried though, what could be so important that he would leave right away? I mean I know he has no real reason to stay in Equestria, but to leave in such a rush?"

"Well he is the Guardian of the Sanctorum in New York, that is a heavy responsibility, he maintains magical balance on Earth after all," Reed said.

"Yeah, I guess you're right, still I get the feeling there might be more danger" Sunset said. "I need to make a note to check on him soon, make sure he's perfectly safe in what he's doing."

"Well since Stephen's already on Earth, we should follow suit," Reed said. "Let's hurry to the portal."

"Kind of hope Celestia's not there," Johnny said. "Might make things awkward."

"Huh? Awkward how? She's not totally against it yet," Rainbow Dash said.

"Probably paranoia," Johnny said. "Still let's just do this quickly, I don't want Celestia to change her mind while I'm on the other side."

"She wouldn't do that Johnny, chill out a bit," Rainbow Dash said.

"Telling that to a guy with fire powers?" Johnny joked.

"Heh, real funny Torch," Rainbow Dash said as she and the Fantastic Four made their quick return to Earth.

Sunset also went about her business, worried deep down about how Celestia feels about the portals. She worked too hard to just lose everything, she would hate to be separated from the likes of Doctor Strange, whom she aspires to be like, and to Ryu, whom she is very fond of. Plus she's close to a breakthrough on all the other portals, she can't let that be for nothing.

---

In the depths of Tartarus, both Mysterio and Annihilus were placed right in the center through some magic portals, much to the dismay of both.

"How dare you do this to me, I am the Great and Powerful Mysterio!" The false sorcerer shouted. "I am not to be taken lightly!"

Annihilus looked around, "Ugh, what is this accursed place?"

"One I don't plan on being in for long, once I find a way out, I'll have my revenge!" Mysterio declared.

"Finding your way out will be quite difficult," they heard the voice of Discord say. Within seconds, he had materialized before the two villains. "Salutations my dear friends, welcome to Tartarus. Now Mysterio we've talked before, but never really had any proper introductions. As for you Annihilus, we've never had the pleasure of meeting at all. So I'll properly introduce myself, I am Discord, the Spirit of Chaos and master of all Chaos Magic!"

"A chaos type creature, are you in any way associated with the Mischief God Loki?" Annihilus asked.

"No, but I am quite flattered you see us in the same light," Discord said. "If you were to put it that simply, then yes, I am quite similar to Loki, though we have our own styles and ways of doing things."

"Well Discord, if you don't actually stay here, then why are you here?" Mysterio asked.

"Simple, I am working with a few allies on a big master plan, see there's an underpowered Centaur here who wants to take over Equestria, and to do so, he needs the assistance of others, namely myself and a few extra allies," Discord explained. "So far these allies are creatures of this world, specifically the Sirens known as The Dazzlings, and warriors from your world, such as Electro and Shocker, two gentlemen I'm sure you're quite associated with Mysterio."

"So they are still alive, I've heard several stories about what had happened to them," Mysterio said.

"Yes, both alive and ready for revenge, as is Norman Osborn," Discord added.

"Osborn? The Green Goblin? I'm quite sure he perished years ago!" Mysterio said in surprise.

"Yes, he should have, but he's way too stubborn to die," Discord said. "I'm still building my team, I have some that are currently undecided, but I think it'll work out. At the moment, I'd like to extend this offer of teamwork to the both of you. You can join in on my little group, giving us better numbers to succeed and a chance for the both of you to get revenge. Mysterio, you can get revenge on Spider-Man, Annihilus, you can get revenge on The Fantastic Four, and you'll have all the resources you'll need to do so. So, what do you say?"

"If I can finally take down that pesky Spider, then I'm all in," Mysterio said.

"Ooh, how delightful, just like that, a new member to our little club," Discord said, then turned to Annihilus. "What about you? Any interest in joining?"

"I don't know, I would prefer not to follow orders from any other being," Annihilus said.

"That's perfectly fine, for the most part, we're all our own bosses, yes you may have a leader, but that leader is going to give you the chance to spread out and be your own leader," Discord said. "Under no circumstances will you be anyone else's laky, Tirek's plan is big enough for everyone to benefit."

Annihilus still didn't look too convinced, "I'll think about it."

"Well at least you're considering it, and we definitely have a new friend to join us," Discord said. "Welcome aboard Mysterio, now without any further ado, let's go meet with the others while we discuss plans, and potential new allies." Before Discord floated off, he had one more question. "Say, what are your thoughts on Super Powered Warriors called Saiyans who have tapped into God-Like abilities?"

"Pardon me?" Mysterio asked. "Saiyan? Is that a real word?"

"Oh never mind, I just hoped to have someone else to discuss this with, not like they'd join us, not even Vegeta," Discord said, getting an even more confused reaction from Mysterio. "Let's just go meet with Tirek and Norman."

---

"Fine by me," Mysterio said, brushing off the confusion and following Discord to acquaint himself with his new teammates. Annihilus still had doubts, but he figured he'd just observe the others and weight his options better, so he too followed Discord to meet the others.

Back in Ponyville, all the heroes and ponies were in the middle of cleaning the mess left behind by the villains. The homes were currently being rebuilt, some repairs being made to the Parker-Sparkle home as well, nothing major.

Rarity's Boutique also had a few holes that needed to be patched up, and to Rarity's dismay, a couple of her dresses had some holes in them from Mysterio's blasts.

"Perfect, some of these dresses can't even be simply patched up, I'll have to start them over from scratch, thankfully not a lot," Rarity said, looking through some dresses to see what she can still salvage.

"Maybe we can call Sassy and Coco over to help," Bobby said, grabbing a few of the damaged dresses. "Should help things move faster."

"It's fine, I can handle it," Rarity said. "Besides if I call them over it could slow down business in those Botiques."

"Well what about those intern fashionistas, the peppy one, the future one and the creepy one?" Bobby asked.

"Gothic is a style Bobby, it's not fair to call it 'creepy'," Rarity scolded. "But that is a good idea."

"Hey maybe even see if they can find a way to salvage some of those dresses, helps to have another input on things," Bobby said.

"Ooh, excellent idea, you really are thinking like a business pony," Rarity complimented.

"Heh, it's nothing," Bobby insisted, showing off some ice. "I'm just cool like that."

Rarity chuckled a bit at her husband's playfulness, "You and your wit." As Rarity was about to grab more, she had one more question, "So what are your thoughts on Pyro now dear? Think he's made any improvements?"

"if he has, it's not that noticeable," Bobby said. "I mean, yeah he helped us fight those jerkwads today but he may have done that out of boredom more than willingness to help, dude nearly caused a few fires because of how careless he was."

"I see, looks like I'll need to try a different strategy then," Rarity said. "Maybe I can take him on my trips to the other Boutiques, or I can just ask Twilight and Rainbow Dash some tips, they both seem to be doing well, especially Rainbow Dash, that Pietro fellow seems to be getting along better, even to the point of trying to protect Scootaloo and Johnny's nephew from that hideous monster."

"You do what you gotta do, honestly though, Pyro's a lost cause, so don't get your hopes too high," Bobby said. "It's not like you can't teach, someone like him just can't be taught."

"It just requires patience, from the sounds of things they've all been through a lot because of how they were treated by Earth Society, so a little Equestrian Society will do better," Rarity said.

"Is Equestrian Society that much better? I've seen ponies give dirty looks to Trixie and Lightning Dust, and I'm pretty sure not all of them trust me or the other heroes, even Luna has a few doubters," Bobby said.

"It's just a minority, besides the other heroes don't seem to care all that much, Trixie and Lightning Dust are happy anyway thanks to their friendships with Peter and Laura, plus Luna has followers, Twilight went through a lot of trouble to get the ponies on her side," Rarity said. "Things will be fine Bobby, we have The Magic of Friendship on our side after all."

"Hope that's enough," Bobby said, still doubting this whole situation.

Rarity placed a comforting hoof on the ice user's shoulder, "It will be darling." She capped it off with a kiss to her husband before moving along, "Come now, we've much work to do."

"Sure thing babe," Bobby said, following after his wife.

---

Applejack, Apple Bloom and Big Macintosh were also assisting in Ponyville's reconstruction. No damage was done to Sweet Apple Acres, so they were able to expend their time helping Ponyville. Remy did what he could to assist, mainly cleaning up some debris.

"Dang magician, dang insect thing," Remy said, placing some debris in the trash. "How'd this even happen?"

"Hard to say," Apple Bloom said, passing by with a wagon of wood. "This was either very random, or quite planned out."

"The way Strange and The Fantastic Family made it sound, it was just a freak accident, but what are the odds of that?" Remy wondered.

"Hey lots of things happen at random, you learn not to question it too much," Apple Bloom replied.

"Kind of hard, what if something like this happens again? But doubled!" Remy said. "I don't want to side with Celestia here, but with so many portals open, villains from my world or Capcom's could just fly on through in groups."

"Hey I'm sure after today all the guards are gonna make double sure that the portals are perfectly secure," Apple Bloom insisted. "Just have a little faith Remy."

"You're quite optimistic," Remy said. "Wish I had that, me I'm always on edge, been like that my whole life."

"Really? Ah take it you never did much as a kid," Apple Bloom said.

"Oh I did plenty growing up in the Bayou, I was quite the adventurous little scamp," Remy said. "Like you with your friends, I was trying to find out what I can do, what my special talent was. Humans don't have Cutie Marks to tell us, so it's harder to really know without many, many failures."

"Huh, so you were like a Cutie Mark Crusader yerself," Apple Bloom said.

"Everyone wants to know what their special talent is, human, pony, don't matter what you are, it's something everyone goes through," Remy said. "Honestly Cutie Marks ain't even enough, I don't think any of the guys from Earth really know."

"Hey it seems simple to me," Apple Bloom said. "Peter's is a symbolism of him being Spider-Mane, or Spider-Man as you call him, and it shows his special talent is being a Superhero, his Cutie Mark is basically the logo he has on his super suit. Johnny's is his fire abilities, with a bit of his speed and his personality, he is a hot-head after all. Logan's represents his skills with his super powers, how he really is the best at what he does, which I'm guessing has to do with his powers. Even Mr. Stark has his machine thingy, showing how good he is with technology and how great of a hero he is as Iron Man."

"You're quite the expert," Remy said, looking over to his flank, lifting up his trench coat to show his recently acquired Cutie Mark of cards surrounded by energy. "When I got this, I didn't even know what the reason was, I was just doing my thing with my cards."

"Which is yer talent," Apple Bloom said. "The cards don't just represent your powers or you using them as weapons, it also represents how clever you are, playing cards requires some hard intellect and you have always planned out what you do, even from yer days in that Thieves Guild you were in to being a member of the X-Men and using that same gift to help yer teammates, now yer using to to help yer family, and we really appreciate having you around big brother."

Remy sheepishly rubbed his head, "Come now, you gonna make me blush."

"Kind of late fer that, ah can see it on yer face," Apple Bloom said.

Remy shook his head, "No, it's just my natural coat, you can't prove nothing little lady."

"Sure, whatever you say Remy," Apple Bloom said, trotting off. "Really should get back to work, Applejack won't like it if I slack off and ah wanna see Rumble as soon as possible."

"Yeah, I should hurry too, if Applejack sees me not working she'll give me hell too," Remy said, focusing back on his sweeping.

---

Peter stood on a rooftop, looking into the distance. Mysterio was quite the encounter today, plus the sudden arrival of Annihilus, for the longest time the only real fear Peter had was any of his villains showing up in this world, now with the other heroes here, that just means more villains. Who's to say that Super Skrull won't come after The Johnny, or Sabretooth won't find his way into Equestria to do battle with Logan. Plus Peter still had more of his villains to worry about, like Hydro Man and Mister Negative.

Even the Capcom world could pose some threats, he knows that Wesker could potentially come back with Vergil and a few other allies. There might be villains from that world even Peter doesn't know about, and the idea of Sunset opening more portals, the last thing he definitely doesn't want is any of the Justice League villains showing up here, shuddering at what someone like The Joker would do to Equestria, or even Lex Luthor. Plus the unknown dangers of the other realms.

As he thought to himself, Twilight appeared beside him, "Peter? There's still a bit more to do down there, it's not like you to slack off like this..." Twilight thought a moment, "Well maybe a little, but you're always quick to do favors for others."

"Sorry, I'm just worried, much as it worries me to admit it, Celestia might have a point about the portals," Peter said. "What if more villains get through? As we saw one had no problems coming through by force, getting all of Canterlot's attention and they still powered through. If Wesker ever came back he might just run through the guards at Canterlot like nothing! Or if Doctor Doom comes back somehow! I mean, they never found a body, and he's pulled stuff like this before!"

"I know you're worried, but if it's anything like today, they'll be dealt with easier, plus now we can plan better because we know what they can do," Twilight said. "We just need to keep a look out for other portals activating as well."

"I'm wondering how they're doing this, part of me thinks it's Discord," Peter said. "He's out there as well, he might be doing this to mess with me!"

"It could very well be Discord, it's just a matter of finding him, which won't be easy, he's very crafty after all," Twilight said.

"No kidding, the dude's literal hacks," Peter said. "Well no use worrying now, I'll get back to work, take my mind off this."

"Peter, you don't want your friends to leave, do you?" Twilight asked.

"Huh? Of course not," Peter said. "I'm happy they're here, I mean a few years ago I would have been skeptical, especially of Johnny, but now, yeah I wouldn't want any of them to leave." He then muttered, "Except maybe Deadpool..."

"That's good, I like them as well, they're all very nice people, and they made good husbands for my friends," Twilight said. "Funny how that worked out, the six of us being connected in another way, shows how far along we've come."

"Yeah, sure does," Peter said. "Can't believe some of them even have families now, I mean the idea that Mr. Playboy Johnny Storm settled down to have a wife and raise a daughter is still a shock to me."

"Hey, even I'm surprised I got married, somepony who was afraid to really make friends at one point just didn't seem like the type to be a wife and mother," Twilight said. "You and my friends did a lot to change me, I greatly appreciate that."

"Well you all changed me as well, I went from being a plain, ordinary guy with a superhero identity...to a plain, ordinary guy with a superhero identity that got married to a Pony," Peter said, flashing a goofy smile.

"Peter..." Twilight playfully said, then kissed him on the cheek. "You're such a dork."

"You're one to talk, I still have worries about you ditching me for a book" Peter teased.

"Haha, real funny," Twilight said with her sarcastic wit. "Just get back to work Parker."

"And now you're talking like Logan, I swear that guy's the worst influence," Peter said, trotting off, leaving a chuckling Twilight behind.

"Never change Peter," Twilight said, following after her husband.

---

In the Capcom world, Ibuki was traveling through town, picking up some groceries to take back to her Ninja Academy. She hadn't heard from Strider Hiryu in a while, hoping he hadn't forgotten about his promise to bring her to Equestria someday, still not giving up on her spar with Wolverine.

"Hey! Ibuki!" She heard. She turned to see another Street Fighter by the name of Makoto making her way over.

"Makoto?" Ibuki sighed in annoyance, "If you're here to fight, I don't have time, I need to get this food back to the academy."

"What you're too good to fight with me now? Because you have the legendary Strider Hiryu training you!?" Makoto asked. "How did you get such a powerful warrior to train you?"

"He just pops by various Ninja Academies, plus he's heard of me from my Street Fighting at the World Warrior Tournaments," Ibuki said. "What you want him to train you as well?"

"Hey a spar with him doesn't sound too bad, but I was hoping he could get a few of his friends to come to my dojo, a good way to show off Rindo-Kan karate to the world!" Makoto said.

"Well I doubt they'll have time to go to one simple dojo, maybe if you prove yourself stronger," Ibuki said.

"Hey I'm plenty strong! Watch!" Makoto approached a large rock next to a shop and karate chopped it so hard it turned to debris is seconds, freaking out the shop owner and a few customers, causing some to run off in fear. "See!?"

Ibuki sighed in annoyance, "Maybe don't scare off the market place before I finish shopping! Anyway Hiryu-Sensei's too busy at the moment, he's working with Chun-Li and her friends to do a favor for me, assuming he didn't forget."

"A favor? What favor?" Makoto asked, getting in close. "You holding out on me Ibuki? Talk or suffer the same fate as that large rock!"

Ibuki rolled her eyes, "Fine Makoto, here's the thing. Hiryu-Sensei said he could get me a potential spar with Wolverine, so he's talking with Chun-Li to get me over to the dimension he lives in."

"Wolverine? From the X-Men?" Makoto asked. "You're gonna fight a warrior from the Marvel world!?"

"Maybe, it's my one dream, to do battle with the Legendary Wolverine, I missed out on the chance when our world hosted the X-Men vs. Street Fighter Tournament, I am not missing out again," Ibuki said.

"Wolverine huh, so are you going to the Marvel world? If so take me with you, I want to see these other heroes," Makoto said.

"Can't, it's not Marvel, it's a place called Equestria, not sure if you heard of it, but some villains from this world went there to find and kill Spider-Man, or recruit him, not sure, I heard different stories," Ibuki said.

"Whoa, hold on, did you say 'Spider-Man', the Amazing Spider-Man himself!?" Makoto asked.

Ibuki shrugged, "Well I don't see what's so Amazing about-"

"He's one of the strongest Superheroes in existence! I heard he saved the multiverse once, I even heard guys like Ken Masters talking about his speed and strength!" Makoto said. "That guy pushed Ryu to his limits, he even outwitted Chris Redfield and out powered Dante! I have to spar with him, he'll push me to newer heights and I can finally have the strength to properly promote my Rindo-Kan Karate Dojo!"

"Isn't your Dojo already doing well?" Ibuki asked.

"It could be BETTER! You have to talk to Strider Hiryu and get him to bring me to this Equestria place so I can do battle with Spider-Man!" Makoto begged.

"Why? He's just some weirdo in a goofy costume," Ibuki said.

"He's a Superhero, all their costumes are goofy, but they're really strong so it doesn't matter, are you gonna poke fun at the costume of a person who can break all your bones in like five seconds?" Makoto asked. "Please, this is the only favor I'll ask of you! I have to do this!"

Ibuki shrugged it off, "I'll see what I can do, I can't promise he'll say yes but I'll try."

"That's all I ask, I just need the opportunity!" Makoto said, then walked off in triumph. "Spider-Man here I come!"

Ibuki rubbed her face, trying to process everything, that girl I swear..." She then resumed her shopping at whatever place that wasn't scared off by Ibuki.

---

Unfortunately back in Marvel in the Sanctum Sanctorum, despite coming off one victory, Strange worried for another battle incoming.

"So, you've found the source of the trouble?" Wong asked.

"I believe so," Strange said. "An odd occurrence in the realm of portals, as if someone is looking for something, or trying to find someplace."

"You don't believe it is Equestria, do you?" Wong asked.

"I fear it may be, and if it is who I think it is..." Strange said, as slowly only his voice is heard and a new location is shown, with different figure. "Then they might be in for a tougher fight."

For elsewhere searching through the portals, one sorcerer is attempting to crack the dimension into Equestria. That man being Strange's former ally, Karl Mordo.

"Not much longer, soon that Equestrian Magic will be mine to control, then I can finally bring proper order to the multiverse," Mordo continued to use his magic to pry open the dimensions.

Incoming Sorcery

The following day, the Brotherhood had gone back to meet with their teachers, ready to resume their lessons. Mostly ready at least, some were still not too eager to continue this, finding it a waste of time.

Like usual, the group was escorted by Sunset Shimmer, who stopped off at Twilight's home first, "Alright, you're up first Wanda."

"Alright, thanks Sunset," Wanda said, then turned to her brother. "Pietro..."

"Yeah?" Pietro asked, knowing what's to come from his sister's mouth.

"Please, try not to die today," Wanda said.

Now if Pietro didn't know any better, he could have sworn there was actually some level of concern in his sister's voice. "Uh...sure thing."

Wanda nodded and walked inside the tree shaped library. Inside, once again, she saw that Twilight had a classroom set up with the same ponies from yesterday.

"Welcome back Wanda, please take your seat," Twilight said.

Wanda sighed in minor annoyance, "Gonna go out on a limb as say that you really want to be a teacher."

"That is my ideal profession, yes," Twilight said.

"Then why not just go for it?" Wanda asked, taking her seat next to Scott. "I mean, you have the desire."

"It's not as easy as it sounds," Twilight said. "Believe me, I'd love to be a teacher, honestly I'd love to open my own school. But my Princess duties might get in the way of that, besides I promised your father I would teach you all I know about Friendship, so I have to put all my focus on you."

"Be happy, you get a very dedicated teacher all to yourself," Peter said.

"Still, I do hope you consider it," Wanda said. "Not a fan of this classroom set up, but at least it shows you're taking this seriously, I can respect someone who follows their passion."

"Aw, thanks Wanda, I really appreciate that," Twilight said. "Now that you have your seat, time for my next lesson in Friendship...Talking, Listening and Communication."

"Uh, is this a Friendship Lesson, or Marriage Counseling?" Scott joked.

"Well Marriage itself is a type of Friendship when you think about it," Twilight said. "But seriously, this applies everywhere, so listen up."

"First part of the lesson, listen to the lesson," Peter joked.

"Very creative, now be quiet," Twilight said, getting a slight pout from Peter. "Whenever you have friends, one common thing is conversation with them, it's pretty basic overall. You talk with your friends, whether it be about plans, or how you're feeling, or even to educate them on something. Communication is a normal and natural flow of society."

"So, where are you going with this exactly?" Wanda asked.

"Simple, we're gonna practice proper communication," Twilight said. "Let's simulate a conversation, say that you had an extra ticket to go see a play down at Bridleway, and you wanted to invite Scott, so-"

"Hey wait why does Scott get the extra ticket?" Peter asked. "Where's my Bridleway ticket?"

"Peter it's just an example," Twilight said.

"It's a lousy one, I'm the one out there busting my butt to make sure Ponyville's safe, now while I do it for the safety of my friends first and foremost, I still feel like I at least earned a ticket to a play," Peter said.

Twilight rolled her eyes, "Ugh, fine, let's say that you get the extra ticket and-"

"Hey wait a minute, I'm an Avenger!" Scott said. "So I take priority over Spider-Man, a non-Avenger."

"Hey i can be an Avenger if I wanted to, plus I'm a Knight and Prince, so I outrank you anyway," Peter said.

"Wait, Prince? Prince of what? Nerds?" Scott asked.

"Guys..." Twilight said, failing to get their attention.

"At least I have Royal Status, as opposed to being a low-tier Avenger," Peter said.

"Guys!" Twilight again tried and failed to catch their attention.

"At least I made it to The Avengers, all this popularity and you're still not a member," Scott said.

"Guys! Enough!" Twilight shouted, still trying to get their attention.

"I married to a Princess that is also an Adorkable Waifu, so I win!" Peter said.

"Adorkable Waifu? What are you a nerdy weeb?" Scott asked.

"Hey! You wanna see me outside!?" Peter warned.

"Alright that's it!" Twilight said. "None of you get the extra ticket, Trixie does!"

"Ha!" Trixie boasted.

Peter's eyes widened, "What!? But I-"

"Zip it!" Twilight said.

Scott was also displeased, "Can't we just-"

"I said 'zip it'!" Twilight shouted.

Both Peter and Scott pouted as Twilight resumed her lesson, with a proud Trixie smirking victoriously. Fake or not, Trixie still won out in the end and has at least a hypothetical win over Peter, and Scott as a bonus. Wanda couldn't help but find some humor in this, perhaps she could get used to this family's antics.

---

At the Storm-Dash home, Pietro had already been dropped off, though what was noticeably different was that he had some bandages applied to him. While he was still able to walk, surprisingly due to how much damage he received, he wouldn't be too active.

Sunset theorized that taking on the pony form may have healed his injuries somewhat, Equestria's magic working it's charm. The same did happen for Scootaloo, despite her injuries she still seemed fine, but couldn't do too many stunts yet.

"So, tell me again Storm," Pietro said. "How exactly are you able to handle monsters like that? Because I feel like a train hit me."

"It takes practice," Johnny said. "But come on, you've faced some pretty gnarly stuff, haven't you?"

"Probably not to that level," Pietro said.

"Well get used to it, Equestria has some pretty freaky stuff too," Johnny said.

"Maybe once you're healed up, we'll go out and find some tough enemies to fight, there's plenty in The Everfree Forest," Rainbow Dash said. "Oh, just don't beat up a giant bear, that's one of Peter's pets."

Pietro just had a look of disbelief, "Why would he have...ah forget it, I don't really care."

"You'd be amazed at the stuff Peter's done here," Scootaloo said, passing through the room. "Be happy you don't have to do battle against King Sombra, I heard he's the worst."

"Hey, you seem to be doing better," Pietro said.

"Of course, it's gonna take more than a few cheap shots to keep me down," Scootaloo insisted, putting on a tough face. "Plus I got me some battle scars now, I'm gonna be so cool. I can boast that I fought a Fantastic Four villain, and lived."

"Oh yeah, you can," Johnny said, smirking in satisfaction. "Instant popularity, gotta love it."

"Sucks I won't be able to do insane tricks on my scooter, but it was totally worth it," Scootaloo said. "Too bad my aunts flipped out when they heard, and my parents, they're gonna be just as bad."

"Right, I'm gonna have to explain this to them," Rainbow Dash worriedly said. "I hope they don't deem me 'unsafe' or anything."

"Hey there's been danger in Equestria too," Scootaloo reminded.

"Yeah, but you actually got hurt this time, they may never let you go into a Human World again," Rainbow Dash said.

"Hey, we'll talk to them together," Johnny said. "We'll even bring Bow and Windy along, I'm sure your parents can talk sense into her parents."

"Yeah, my parents can be convincing, sometimes at least," Rainbow Dash said. "Still, gonna be a pretty awkward conversation."

"Just remind them that you did keep their daughter safe," Pietro said. "That's gotta count for something." That reminded Pietro, "Speaking of daughters, how's yours? She's not too scared form yesterday is she?"

"Please, our daughter?" Johnny asked. "She's got nerves of steel, just like me and her mother."

"She's gonna grow up fearless," Rainbow Dash added. "Future member of The Wonderbolts."

"Speaking of which, we gotta introduce you to Spitfire soon, maybe you can try out for the team," Johnny said.

"Try out? Wait what exactly are The Wonderbolts?" Pietro asked.

"The Greatest Flying group of all of Equestria," Rainbow Dash answered. "Johnny and I got accepted before Firefly was born, then I had to leave for a while because I was pregnant, but now I'm good to go again."

"Once you're all healed up we'll go, for now I think Dashie's got some lessons for you," Johnny said.

"More like a review," Rainbow Dash said. "Let's go take a seat."

"You're the boss," Pietro said, following Rainbow Dash to the couch, leaving Johnny and Scootaloo behind.

"Did you expect him to play the hero yesterday?" Scootaloo asked.

"Well honestly, that was more of a hope than an expectation," Johnny admitted. "Good thing he pulled through."

"Pietro's a really cool guy, it's weird that he's considered a villain in their world," Scootaloo said.

"Eh, blame his father for bringing him down that type of path," Johnny said. "Hopefully the old man has a change of heart too, but I still can't shake the feeling that he's up to something. I just hope Pietro's being genuine in his learning, otherwise it will break Dashie's heart. That and I’ll totally scorch his ass if he upsets my wife."

"I believe in Pietro, he's gonna make a great friend, and possibly a great hero," Scootaloo said. "Do you think he has what it takes?"

"Of course, pretty much any villain would make an even better hero," Johnny said. "Pietro's just gotta realize that a hero life is much more rewarding, but I think Dashie's got that lesson covered."

"Awesome," Scootaloo said. "Can't wait for him to realize that."

---

At Sugarcube Corner, The Cake Twins are putting the finishing touches on a giant cupcake they made, with Boom nearby just blowing on a piece of bubble gum, observing the work of the twins.

"That looks pretty tasty," Boom commented.

"Well it's supposed to at least," Pumpkin said. "We just hope that it tastes tasty."

"Yeah, we worked in it ourselves," Pound said. "Our proudest achievement so far."

"So...who gets to taste-test it," Boom said, hungrily eyeing the cake. "Perhaps a very pretty lady with an explosive personality?"

"No, it won't be Mayday," Pound said, getting a confused reaction from Pumpkin. "What? Mayday's pretty and full of personality, especially when she teaches." Pounds eyes started to sparkle. "Ah, Mayday...She's too pretty for this world."

Pumpkin rolled here eyes and faced Boom, "Won't be you either, Auntie Pinkie Pie's gonna taste it."

"Ah, so you expect total honesty from your 'Auntie Pinkie'?" Boom asked.

"No, because knowing her, she'll find a way to dance around saying that it's bad, but we'll be able to tell from her reaction," Pumpkin said. "If she starts spazzing out and gets super excited, then we know it's good. If she squirms and tries coming up with ways to try to not say it was bad, then we'll know it's bad."

"What about somewhere in the middle?" Boom asked.

"Pretty sure Auntie Pinkie doesn't have a middle, she's a hundred percent on both sides," Pumpkin said. "Not that we mind, makes her more fun to be around."

"Did somepony mention me?" Pinkie said, popping out of a cabinet, then making her way to the group. "Hey Boomie, kind of snuck off there, you gotta stay near me, Sunset Shimmer said so!"

Even when trying to be authoritative, Pinkie seemed to do so with a cheery and peppy attitude, one Boom found slightly weird.

"Sorry, I heard the twins doing something, so I went to check," Boom said gesturing to the little foals.

"Aw, then I really appreciate...OOOOHHHHH!" Pinkie couldn't believe what she saw when she turned to the twins and their giant cupcake.

"Like it?" Pound asked. "We made it with you in mind."

"We want you to try it, if you'd like I mean," Pumpkin said.

"I'd love to..." Pinkie said, grabbing a giant spoon as she approached the pastry. A second later, she ditched the spoon and opened her mouth unnaturally wide to take a huge bite out of the cupcake.

The twins and Boom eagerly rushed to her side, eager to gauge Pinkie's reaction. The pink mare just chewed the food, relishing the taste, almost to an extreme as she used each and every one of her taste buds to feel each bit of her bite.

Then her eyes started rolling around like a slot machine landing on two bright stars as her ears turned into jet turbines and she started taking off, flying around the bakery as she yelled in excitement.

"Wow, she must really like it!" Pound said.

"Alright, we did it bro!" Pumpkin said, hoof bumping her brother.

Boom just stared in disbelief, she felt like she was in a cartoon of sorts. "Um, is this normal?"

"It's Pinkie Pie, there is no 'normal' with her," Pumpkin said. "Like I said, this is why we love her, because she's so hilarious!"

"She's so fun too! Best Aunt Ever!" Pound said.

Back at the tree library, Twilight felt some odd disturbance. "Why do I feel like my title was just taken?"

Peter chuckled, "Someone felt a disturbance in the force."

Elsewhere in a Galaxy Far, Far Away...

"Huh, what a strange feeling, it's as if our way of life was being mocked by an outsider, very curious," a man with a green laser blade said as he walked the marshes of Planet Dagobah.

Then back at Sugarcube Corner, Pinkie was still spazzing out as both Cup Cake and Carrot Cake entered the room with Deadpool, the couple not believing what they saw but Deadpool found it hilarious.

"Go babe, go!" Deadpool cheered.

"Wade, don't encourage her!" Cup Cake scolded. "We need her to stop before she wrecks the whole bakery!"

"Ugh, fine, whatever you say boss," Deadpool said, calmly walking toward the middle of the bakery. He then held his hoof up and grabbed Pinkie by the tail as she flew by, pulling the mare down. Pinkie continued to jitter a bit, but Deadpool placed his hoof on her head, getting her to stop. "Take five Pinkie Pie."

Pinkie shook off the excitement, squeeing a sheepish smile. "Sorry, guess I got carried away." She turned to the Cake Twins, "That as so YUMMY! You two really blew my mind!"

"Thanks Auntie Pinkie!" Pound said, then turned to his parents. "Mama? Papa? Wanna try?"

"You too Uncle Deadpool!" Pumpkin said. "And you can try too Miss Boom."

"Only if you don't call me 'Miss'," Boom teased.

The four adult ponies grabbed a small spoon and scooped their own bite, each one enjoying the taste and flavor.

"Wow, you kids really did a great job with his," Carrot said. "Soon you won't need my help, or your mother's, you'll be baking well on your own."

"Aw, but we like your help, it's fun doing this together," Pound said.

"Don't worry little guy, just because you won't need our help doesn't mean we won't still offer," Carrot insisted.

"What we're trying to say is that we're so proud of you two," Cup said, trotting over to her children with her husband, the two adults then hugging the foals. "You're on your way to becoming great bakers."

"Thanks mom and dad," Pumpkin said, returning the hug, along with her brother.

"Ooh, group hug! I love group hugs! It lets me hug more than one pony!" Pinkie said, rushing over to join the group hug.

"Group hugs do feel nice," Deadpool said, then turned to Boom. "Eh feel free to join, I'm sure they won't mind."

"I'll pass, seems like a family thing," Boom said.

"Well soon that's what they'll see you as, so expect to be group hugged," Deadpool said, trotting over for his own hug.

"Family thing huh?" Boom said. "Kind of sappy if you ask me." Of course deep down she liked the little show of familial affection on display, all because two kids made a giant cupcake.

---

Back in the Capcom world, Strider Hiryu was making his way back to Ibuki's village where the girl was practicing her shuriken throwing. To his amazement, the target board she was throwing them at had it's Bull's Eye nearly completely covered.

"Alright, let's go for lucky number seven..." Ibuku said, tossing the shuriken, but missing by an inch. "Come on, I should have this by now!"

"Struggling?" Strider said, getting Ibuki's attention.

"Hello Sensei," Ibuku said, bowing to the ninja.

"I see you're Shuriken throwing is greatly improving," Strider said.

"It should be top notch, for some reason I'm feeling off," Ibuki said. "Maybe because I'm used to the throwing knives, but can the shuriken really be that different?"

"They require different technique, yes," Strider said. "While I myself rarely use them, I do know they take quite a bit of skill, but I think you're doing great."

"I was, at first, now I keep missing," Ibuki said, looking at the target board. "I should have gotten all of them."

"You're probably thinking too much," Strider said. "If you do that, it affects your performance. You become so worried about doing something your mind subconsciously does the opposite, you need to relax your mind and stop putting pressure on yourself."

"Hey I'm a martial artist, I should thrive on pressure," Ibuki said.

"Yes, a true warrior can handle pressure, but there's a difference between coping with pressure and letting it get to you," Strider said. "Use just enough to motivate you, but not too much that it becomes a burden, you're only human, you have to mind your emotions. Training isn't only physical, it's also mental."

"I get what you're saying, but it's hard not to think about these things," Ibuki said. "What if this affects my martial arts skills? What if I'm in a fight and I know what I have to do to win, but I can't do it?"

"You have to believe in your abilities and not second guess yourself too much," Strider said. "Perhaps one day, you can master the art of Self Movement."

"Huh? Self movement?" Ibuki asked.

"Yes, to be able to act without thinking," Strider said. "No matter how fast you are, thought always limits your abilities, one day you'll be able to move and react on instinct. Now, what I am telling you is quite difficult, even I would have trouble with that, many martial artists do. Ryu, Chun-Li, Ken Masters even Morrigan, but it helps to use that as a goal."

"Think Wolverine can fight on instinct?" Ibuki asked.

"He has instincts, but they're more animalistic," Strider said. "However, speaking of The Wolverine, do you still desire to do battle with him?"

"Of course, more than anything!" Ibuki said.

"Then I shall bring you to Chun-Li and she will help you set this up, after she speaks with Princess Celestia, the Ruler of Equestria," Strider explained.

"Princess Celestia? That name sounds God-Like," Ibuku said.

"Well she is also the Princess of the Sun, she is capable of moving it. She's a very powerful pony, and stronger than most of us, myself included," Strider said.

"Think she could beat even Ryu?" Ibuku asked. "Or Dante?"

"Honestly, I am not quite certain," Strider said. "Equestria itself has powerful warriors and magic, even I wouldn't be too quick to engage in combat with them."

"I bet you can beat them though," Ibuki said. "Oh, speaking of Equestria, my 'rival' Makoto found out and now she wants to go there too, says something about fighting Spider-Man."

This raised Strider's curiousity, "Spider-Man? She wants to do battle against Spider-Man?"

"Yeah, not sure why, what is the obsession with Spider-Man anyway?" Ibuki asked. "I mean I always thought he was just some punk kid?"

"Ibuku...I've told you before, never judge on appearance or personality alone," Strider said. "Think of our world's other rival, the world where the King of Fighters dwell. Their best fighter is a man by the name of Terry Bogard. He does not look like a traditional martial artist, nor does he act like one, but that does not make him any less capable. Not all martial artists or warriors are gonna be super serious like our world with Ryu and Chris Redfield, or fighters from other worlds like Jin Kazama. If you were to want to fight Spider-Man, assuming he'd be easy to defeat, you would have quite a shameful defeat awaiting you."

"So, what you're saying is, Spider-Man is like Terry Bogard?" Ibuki asked.

"In a way, yes," Strider said. "Honestly I feel like they'd get along quite well. Still, as for Makoto's request, tell me, what is her motivation?"

"Well, she seems to believe he's the best hero out of the Marvel world since he defeated so many strong villains, and she also thinks that if she beats him, not only would it make her stronger, it would get her a lot of publicity for her Rindo-Kan Karate Dojo," Ibuki said.

"Ah, still trying to bring business to her Dojo, I thought she'd be satisfied, but perhaps her ambitions are higher than I thought," Strider said. "I'll see what I can do for her, it's risky enough to allow you into Equestria, to allow more might be reaching."

"Hey don't go to too much trouble for her, I already told her it was unlikely," Ibuki said.

"Well as a fellow martial artist, I can't just turn a blind eye to her desires to prove herself, but we shall focus on that later, right now let us continue your training," Strider said.

"Sure thing sensei," Ibuki replied, getting her shuriken ready.

---

At Canterlot Castle, Cap was explaining the entire Invasion of Mysterio and Annihilus to Tony Stark, the latter having just returned from his business trip.

"I leave for a day and all this happens," Stark said. "Amazing how timing works."

"Tell me about it, then Celestia comes back the second it's all over," Cap said. "I think she's pretty furious about this whole thing, I don't blame her, this is the third invasion in a month."

"We we've done a good job of stopping it before it got too out of hand," Stark said.

"Think about though Tony, first invasion, some damage to the city buildings, but easily fixable, second Invasion, little disturbance to Ponyville, including house damage, but fixable, this time, there's more house damage, some homes need to be completely renovated and ponies actually got hurt. Now Annihilus I understand how he got in, but I still want to know who let Mysterio in the first time and how he still had access to his drones, it feels like he even had more," Cap looked outside the window. "Something strange is going on, I'm gonna find out what it is. I can't allow the worlds to be disconnected, it would affect too many lives."

"Listen, Steve, there's one way to keep Celestia from making such a rash decision," Stark said. "Just use your charm."

"My charm?" Cap asked.

"Stay on her good side, show her that she needs us here, that the pros far outweigh the cons," Stark said. "Celestia seems to like you Steve, and you seem to enjoy her presence quite a bit. We gotta stay on her good side, go with whatever she says, truly be Captain Equestria."

"That what you plan to do?" Cap asked.

"Pretty much, that's why I'm constantly inventing things for her...granted she seems to turn down a lot of ideas, or some just get broken," Stark said. "I think she's just clueless when it comes to tech, but I'll keep at it. Imagine this idea, an Iron Stallion Pony stationed in every town in Equestria, that way she'll feel less worried about any more invasions, because no matter where it happens, there's always a hero ready to stop it."

"Is that safe? Who's gonna control them?" Cap asked.

"Well I was thinking remote control, or a few volunteers," Stark said. "You know my assistant from Manehatten, Coco Pommel, I might ask her to do a few test runs, she seems quite interested and maybe it can be a massive boost for her confidence."

"You're...gonna ask your secretary, who's likely not techno savvy, to put on a suit that's capable of mass destruction?" Cap asked.

"I'll train her of course," Stark said. "Besides, she's more of a planner than a secretary, I mean she does make clothes, so she might know her way around a suit."

"That suit isn't some tuxedo or dress, it's basically a weapon! You're gonna turn her into a walking laser gun!" Cap said.

"Excuse me but my suits do more than lasers you know," Stark said.

Cap groaned in annoyance, "Not helping your statement!"

"Steve, relax, I got this, if ponies can't handle it then I'll just go with Artificial Intelligence, nothing can go wrong," Stark said.

"Yeah, because that worked so well with Ultron," Cap said.

"Ultron was Hank's bad idea, besides it's possible to have good robots, I mean Capcom has Mega Man an the other Super Fighting Robots, if anything I can even talk with Doctor Light, he'll have some decent ideas," Stark insisted.

Cap sighed in worry, shaking his head as he faced down on the floor. A second later he looked up, staring Stark right in the eye, "This better work Tony."

"Oh ye of little faith," Stark said. "I got this."

As Stark made his way out the room, Cap stared down at his shield. While it has a different color scheme to match Equestria's colors as opposed to America's, his goal still remained the same, to protect the freedom of his fellow humans, as well as the ponies and any other poor creature that needs his assistance.

---

Unfortunately, things were going to continue to get bad, as Baron Mordo continued his plans to enter Equestria, and not without assistance. As he stood in a void dimension, conjuring up spells to enter that world, he would soon hear a slightly familiar voice.

"Having trouble making your way in Karl?" Discord said, materializing before the Sorcerer.

"You again, I've seen you once before," Mordo said.

"Of course, I am the one who introduced the idea of you coming over to my lovely world," Discord said, swirling around Mordo.

"Why are you presenting me with this opportunity, what do you hope to gain?" Mordo asked.

"A few things, one, it's a bit of a test run, to see how well you adapt to Equestria, and if you do well enough, I will give you the option to join me in my little group I'm setting up," Discord said. "Two, I also want to test Spider-Man and his Amazing Friends some more, see how much planning I truly need. Three, I want the dimensional Barriers to weaken so I can travel to other worlds more quickly, including one I've been trying to access for some time, and one you might be interested in, I hear they have a dragon that can grant any wish."

"Sounds too good to be true," Mordo said.

"Hey it's only something I've heard," Discord said. "But the biggest reason of all..." Discord leaned in, looking Mordo straight in the eyes. "I just absolutely love having visitors!"

Mordo shook his head in shame, "You are a strange creature, not too different than the God of Mischief, Loki."

"You know I get that a lot, yet I've never had the honor of meeting Loki, not yet at least," Discord said. "No matter, I will open a path to Equestria for you, you will land in The Crystal Empire where the Crystal Heart resides, it is a source of great power, and if you are able to use it well, you can reach unimaginable heights."

"Sounds great to me," Mordo said.

"Good, now hurry along," Discord said, opening up the portal. "Do try to be careful, this world is not to be taken lightly."

"I am more than capable of enduring whatever trial await," Mordo said, stepping inside.

"Oh I do hope so," Discord said, disappearing back into Equestria, ready for the next round of chaos.

Baron Crystal Part I

The Crystal Empire, a place of visual wonders. It is the home to The Crystal Ponies, a species thought to be lost to Equestria forever. After being liberated from the tyranny of King Sombra, the citizens were now free and happy, especially under the benevolent rule of Princess Cadance and her husband, Prince Shining Armor.

Their sole purpose in leading The Crystal Empire is to protect the Crystal Heart, the same heart that King Sombra once tried hiding from the world of Equestria, and the same heart that was nearly destroyed by their daughter Flurry Heart when she was but an infant.

That is a story for another time however.

Things seemed safe for now, no real danger, nothing for any of the ponies to fear. But that will all be in danger of falling apart within a few moments. A portal formed at the edge of town, with a figure stepping out, a human figure that within a few seconds, had shifted into a pony.

That human turned pony of course was the villainous Sorcerer, Baron Mordo, a sworn adversary of Doctor Strange.

"So, this is Equestria, such an interesting place," Mordo said, checking his hooves. "I can feel magical energy circulating through my very being. Yes, this place makes me feel much stronger than before."

Mordo made his way through the Crystal Empire, taking note of all the ponies in the Kingdom.

"Such fascinating looking creatures," Mordo commented. "What breed of pony would this be?"

"Those would be Crystal ponies," He heard a voice say.

"Who is there?" Mordo asked. "Is that you Discord?"

"Why yes it is," Discord replied, while not in physical form, his voice could still be heard, at least in Mordo's head. "Now listen carefully, right in the center of the Crystal Empire is where The Crystal Heart resides, it is a powerful magical item. If you can harness it's magic, it will give you power beyond even that of Doctor Stephen Strange. Now make your way through town until you encounter a castle where the Prince and Princess of this Empire live, that's where you'll find the Crystal Heart."

"I take it that the Heart is well guarded?" Mordo asked.

"Why yes, so you're gonna have to be either very cautious or blow them all away," Discord said. "Crystal Ponies naturally don't have magic, but there are a few Unicorns living in The Crystal Empire, I hear even a former student of Princess Celestia resides there, though his glory days are behind him."

"I doubt even the Unicorns of this world would be any match for me," Mordo said. "Soon I will harness that power for myself."

"Way to be ambitious Mr. Mordo," Discord said. "Now go for it, prove why it is you who should be known as The Sorcerer Supreme."

Mordo did not need to be told twice, he started making his way toward the center of town, ready to enact his mission.

As he passed through, he did a great job so far of not drawing attention to himself, though barely anypony even noticed him, and it's not like they would know who he is anyway. He made his way through town, briefly gazing upon the statue of Spike.

"Is that a Dragon? Perhaps he is a mascot of this town, nothing more than a symbol," Mordo said. "Perhaps once I take over, I'll have that statue replaced with one of my own."

As Mordo reached the center of town, he could finally see the castle, and he knew that the Crystal Heart would be right below it, that is if Discord's word was accurate.

"What a marvelous looking castle," Mordo commented. "Now, where to find that Crystal Heart..."

"Oh, hello," Mordo heard. He turned around to see Princess Cadance standing nearby. "I don't believe I've seen you in town before, are you new?"

Mordo looked slightly concerned, this strange pony actually approached him. Fortunately she doesn't seem to have any malicious intent, nor does she suspect him of anything.

"Uh, yes, I am new to town," Mordo answered. "I am simply a wanderer."

"Oh, that's great!" Cadance said. "Well, I am Princess Cadance, who might you be?"

"...Karl," Mordo figured it'd be best to be vague with his identity for now.

"Well Karl, it's a pleasure to make your acquaintance," Cadance said. "You seemed quite interested in my castle, and I think I heard you mentioning something about the Crystal Heart."

Mordo started to sweat a bit, but did his best to maintain his calm demeanor, "Why yes, I am from out of town and I have heard tale of The Crystal Empire and it's heart, so I desired to see both with my own eyes."

"Oh, so you wandered in from out of town, I hope you didn't walk through the snowstorm that surrounds the Kingdom," Cadance said.

"Uh...not exactly, I had ways of travel," Mordo said.

"Oh good, the snowstorms are bad, thank goodness for the Crystal Heart, without it, this whole place would be covered in snow," Cadance said. "We definitely wouldn't want to go through that again."

"It's happened once before?" Mordo asked.

"When my daughter was born, I mean thankfully we were able to fix it with help from my sister-in-law Twilight Sparkle, and her husband Peter, who you might know as Spider-Mane," Cadance said.

Of course Mordo recognized the name, sort of. Basically just the Equestrian variation, "Yes, I know of, Spider-Mane."

"Well who wouldn't, he's a great guy who does a marvelous job of protecting Equestria, but I'm sure you know that, just about everypony in this world knows about Spider-Mane," Cadance said.

"I hear he is an outsiders, from another world," Mordo said.

"Well, yeah," Cadance sheepishly admitted. "That's no problem is it? I mean it doesn't take away how nice he is."

"I have objections, I am merely a stallion who has an interest in alternate worlds," Mordo insisted.

"Oh, then you'd probably get along well with Sunset Shimmer," Cadance said. "Anyway since you're new here, why don't I show you around?"

"You do not need to burden yourself with that task," Mordo said. "I merely just wish to observe."

"Don't worry, I insist, I can even take you to see The Crystal Heart, it's not hard to find, we keep it on display at times for the ponies of this Kingdom, it gives them a sense of hope," Cadance said.

Mordo wasn't too sure about having this pony with him, but she seemed rather insistent on coming along, and it would be too suspicious if he continuously denied her. So he relented and allowed her to join him.

"Very well, if the Princess of this Kingdom wishes to assist me, well I won't deny your kindness," Mordo said.

"Very well, come along, there is much to discuss," Cadance said. "Question, did you happen to see a statue on your way through town?"

"Is it the one of the dragon creature?" Mordo asked, getting a nod from Cadance.

"The very same," Cadance eagerly stated. "Just wait til I tell you the story of what happened, you'll see that Equestria truly has it's own brand of heroes."

---

Elsewhere in Canterlot, Cap is seen training many of the Royal Guards, getting them active in their duty. He had a few running laps, some flying laps, some doing push-ups, wing-ups and sit-ups. He had a few practice in their sparring as well, wanting them to be in tip-top shape.

"Come on, put some muscle into it! Think about the safety of this world!" Cap encouraged. "Your Princesses need you! Your families need you! I know you all have it in you to do your best!"

Many of the ponies were seen panting and sweating, but powered through out of Cap's orders. He was definitely more strict than Shining Armor, thankfully not overbearing. He definitely has the charisma of a leader, as expected from a man who has constantly led The Avengers to victory.

Celestia observed from her tower, seeing this brave stallion trying to bring the best out of her soliders. She couldn't help but be enamored with his demeanor, showing a tough and stern attitude yet also providing the men with motivation, encouraging them to believe in themselves.

Despite the latest mishaps, Celestia still wanted to have hope that things were gonna be fine. At the very least the heroes were quick to stop them before they got worst, but she could feel it reaching that level.

But she had to have faith in the heroes, she's always believed in Peter, why shouldn't she believe in the others, especially heroes like Cap and Stark, two men that Peter looks up to. They were two of Peter's inspirations to becoming a hero, surely that means they have to be above him in skill, and Peter is already quite talented, she could only imagine what these men could do.

That's not even accounting others like Thor, someone who has also taken quite an interest in Equestria, if he didn't need to check in on Asgard every now and then, as well as Earth, he'd be living just peacefully in this world.

"Alright, break time men, you've earned it!" Cap said, the soldiers stopping their activities. None of them bothered mentioning to Cap that they're technically not men, for risk of annoying him. Fair as he is, he will drop the nice guy act if any of them step out of line.

The soldiers all went to find someplace to relax and take breather, some hoping to get something to eat. Cap had sat back and grabbed a bottle of water, drinking a little and then drenching his head and rubbing the water across his face.

"That was quite a workout you gave my soldiers," Celestia said, descending upon Cap.

"Greetings Celestia," Cap said, placing the bottle down. "Did you just arrive?"

"I was already observing from nearby, you're quite the motivational leader," Celestia said. "Your years as the Leader of The Avengers has really been quite beneficial to your new task."

"I've received training like that myself, and have observed other instructors," Cap said. "Try imagining them being instructed by Nick Fury, knowing him he wouldn't have even given them a break."

"Peter has told me stories of Nick Fury, Twilight has mentioned meeting him as well," Celestia said. "He sounds like a tough man."

"He is, I give him a lot of credit, he's very brave and is willing to head into the same danger as the rest of us, despite not having any superpowers," Cap said. "Though the only downside to his strategic mind is that he is very paranoid, it almost makes it hard to trust him, because you don't know what he's going to do next. One minute he's happy to have allies like us, the next he starts to wonder if men and women with our powers should be freely walking the planet."

"That, does sound rather unfortunate," Celestia said.

"A good leader should not give in to paranoia," Cap said, somewhat eyeing Celestia. "Thankfully he hasn't gotten too carried away yet, aside from him trying to start some Registration act for the heroes."

"Registration?" Celestia asked.

"Basically the heroes have to sign up and give their information to the world government in order to continue being heroes, while I understand where he's coming from, there should not be that many restrictions on heroism," Cap said. "A good hero should always be readily available to protect, and never be bound to any restrictions."

"Well..." Celestia said. "Not to agree with Nick Fury, but I'm sure there is some good intention with his Registration idea, I mean, maybe there can be a nice little compromise."

"Hard to do so," Cap said. "Besides if you try enforcing that, it will cause a rebellion, I've seen it before." Cap turned his attention to Celestia, "You have to trust the heroes of this world and others, they have the best intentions, and if they make a mistake, trust that they'll learn from it."

Celestia could tell that Cap was really trying to talk directly to her, rather than at her. Perhaps he has sensed her own worries and doubts, probably a leader's and hero's instinct.

"I can understand your perspective," Celestia said. Now she turned to fully face him, "I really appreciate all you do for me Steve."

"It's no trouble Celestia, all in a day's work for a solider and a hero," Cap said, saluting to the Sun Princess.

"You're such an ideal stallion Steve," Celestia said, gently stroking his mane, much to his confusion, though not displeasure. "Amazing no woman has picked you out yet."

"I've had my fair share of women," Steve admitted. "But if there's one thing most heroes have in common, is that love life is hard to maintain. Perhaps Equestria has given them a second chance, most of them at least. Me, still no luck."

"You'd be surprised how many mares find you attractive," Celestia said, a tint of a blush on her face. "Maybe you should take a break from seeking out danger and focus on that observation."

"Telling me not to keep an eye out for danger is an impossible task," Cap said.

"Well, what if you were on break?" Celestia suggested. "Peter had a vacation not too long ago, maybe you deserve one, when's the last time you enjoyed yourself?"

"I still enjoy myself, I don't need a vacation to do that," Cap said. "I can't ignore the call of those who need me, it's my duty as a solider and a hero."

"Even they need breaks," Celestia said, gazing into Cap's eyes. "Even if it's for a day? You don't have to go far, you can even stay here in Canterlot, that way you can be ready to go back into action, but you probably won't need to."

Cap became slightly suspicious, and somewhat flustered from how close she got, "Why are you so adamant about this Princess?"

"Just trying to be a good friend, friends do care about other friends after all," Celestia said, rubbing his chin, almost flirty like.

Before Cap could respond, they heard a familiar booming voice, "Good day to you both!" The two turned to see Thor flying in from the distance. "Hello good Captain! Hello Princess of the Sun! Tis a lovely day, is it not!?"

"Oh, hello Thor," Celestia said, slightly annoyed at the moment being ruined. "It's nice to see you as well."

"Done checking up on Asgard?" Cap asked.

"Why yes, all is well there," Thor said. "My father Odin continues to manage his throne well, and the faithful knights do a magnificent job of protecting Asgard! Especially Lady Sif!"

"That's great to hear, so will you be in Equestria for long?" Cap asked.

"Why yes, many of Asgard also wish to view Equestria someday, especially the Valkyries," Thor said.

"The Valkyries? Wait don't they ride on Pegasus ponies?" Cap asked. "They're not thinking of doing that here are they? Or taking a Pegasus for themselves, because those Pegusai will turn human if they go to Asgard, hopefully they know that."

"I assure you it is not to take a Pegasus, nor ride one," Thor asked. "Though the latter might change if one of the Valkyries finds a proper statllion, if you know what I mean..."

Cap furrowed his brow in annoyance, "Not in front of the Princess."

"Ha, always as stiff as a rock, eh Captain?" Thor said, patting Steve's back. "But to answer your question, the Valkyries just wish to communicate with the Pegasus ponies of this world, see how things are here, perhaps become Pegusai themselves, that would be an ideal turn of events for them."

"Yes, well, that is not a guarantee, hopefully they would be accepting of that," Cap said.

"I'm sure they will be," Thor said. "Though, question, if a Pegasus from our world were to come to Equestria, would they still be a Pegasus? Or would they turn human?"

Cap was gonna answer, but then realized he himself didn't really know, "Uh...that's actually a good question." He turned to Celestia, "Any idea?"

"I honestly can't say," Celestia said. "I've never seen such an occurrence."

"Well perhaps we'll find out soon enough," Thor said. "Well I should be off, I'll let you two get back to the mood you were in before I arrived."

"Mood, what mood?" Cap asked.

"You know, the flirty eyes, the affectionate stroking, I bet she was talking softly to you, eh Captain?" Thor asked.

"Uh, Thor, perhaps you're envisioning things?" Celestia said, trying to hide the embarrassment.

"Oh nonsense, I could see it in your eyes," Thor said. "There is no shame, why Captain America here is a fine man, or now, a fine stallion. Many have even complimented his perfect posterior!"

"Wh-what!? Who!?" Cap asked.

"Oh I can never say," Thor said, smirking a bit. "Just some talk I've heard from some mares, maybe a few stallions, everyone has their preferences after all." Thor turned to Celestia, "You seem to have those same admirers yourself Princess."

"Excuse me?" Celestia said, briefly glancing towards her flank.

"Why yes, don't worry, I am not among them, nothing personal against you, but I do not have time to worry about finding my queen just yet, I'm sure the day will come, it's just not today," Thor said. "That and, I find your sister slightly more attractive, so it'd just be awkward if we got together. Good day."

Thor flew off, leaving a blushing Celestia and an annoyed Cap behind. Neither expected this turn of events.

"So...that happened," Cap said.

"Yes...I should be going now," Celestia said, turning to fly away, desperately trying to hide her blushing face from view, especially Cap's.

"Thor...you're a great man, and I'm happy to have you as an ally," Cap said to himself, then angrily frowned. "But sometimes, you can be such a moron."

---

Back at The Crystal Empire, Cadance had just explained their town's past to Mordo, from rescuing it from King Sombra, twice in fact, to it hosting the Equestria Games, it's various Wonderbolt events, and was now explaining snowstorm that almost destroyed the town.

"So my daughter, Flurry Heart, when she was just a baby, she once cried so loudly that she accidentally destroyed the Crystal Heart," Cadance said. "Thankfully we found a spell that could fix it, or rather Twilight did. With a little teamwork from Twilight, Peter and our friends, we were able to fix the broken heart."

"I see, so they had saved the Kingdom from destruction?" Mordo asked.

"That's correct, Twilight's spell nearly didn't work, so Peter took it upon himself to see if there were any other Unicorns in town, which there just happened to be," Cadance said. "A former student of Princess Celestia, Sunburst."

"Princess Celestia, the Ruler of this world?" Mordo asked.

"Yes, he attended her school when he was young," Cadance said. "We thought he was a Wizard, but he actually flunked out of Celestia's school, which was a shame, he seemed to be a child prodigy. I think he lost his motivation after a while."

"That's a shame, what could have caused that?" Mordo asked.

"Well he didn't really talk much, but according to Peter, he just felt lonely, he was all alone in Celestia's school, having made no friends," Cadance said. "He had one friend long ago, but he hasn't seen her since, so Peter had promised him that he would keep an eye out."

"What is the friend's name?" Mordo asked.

"I don't remember honestly, Starshine or something," Cadance said. "But it's been years, Peter has seen no sign of her, hopefully he can find her someday, then maybe Sunburst won't be such an introvert. The poor stallion barely leaves his house."

"Hm...quite unfortunate," Mordo said. "If Twilight Sparkle is Princess of Friendship, how come she hasn't tried finding him a new friend, or befriending him herself?"

"She has, we all have," Cadance said. "Even Flurry tries to, but he's just somewhat depressed. I mean sometimes he makes an effort, I think he really wants to get out more. Maybe you can help with that, if you'd like."

"I am not one for friends," Mordo said. "I had friends, but that was long ago. Quite honestly, I felt betrayed by them, I refuse to go through that again."

"Come now, that's no way to think Karl," Cadance said. "Friendship is Magic, it's something Twilight taught, and she's doing so right now. She's helping a young mutant girl from Peter's world, I think her name is Wanda. She sent me a letter about it recently."

"Wanda?" Mordo said, recognizing the name. "How interesting, what's this girl like?"

"Twilight hasn't mentioned much, just that she's the daughter of a really powerful mutant named Magneto, and that she along with his Brotherhood are trying to learn Friendship," Cadance said.

Mordo wasn't sure what to make of this, the idea that Magneto might be in this world somewhere, he already has his Brotherhood here, what could the old mutant be planning he had to wonder. He doubts Magneto cares that much about making friends, he must have an ulterior motive.

"This is interesting, how many others from Spider-Mane's world exist here?" Mordo asked.

"Several, heroes like The Timber-Wolverine, The Equine Torch, Gambit, Icemane, The Wasp, Deadpool, even Avengers like Captain Equestria and Iron Stallion," Cadance said. "I mean, those are their Equestrian names, if you'd like I can give you their Earth names."

"It's fine, I do not require that," Mordo said, having an idea of who she meant. "Are any of them sorcerers? Just curious, I am quite fascinated with magic."

"Well no, I mean I think Wanda has magic powers, but magic is just really rare on Earth," Cadance said. "They do have that one Sorcerer, Doctor Strange, who comes here quite frequently. He's a nice man, very wise too."

"I'm sure he is," Mordo said, trying to hide his discontempt.

"But if you're interested in magic, I should take you to see Twilight," Cadance said. "Between Friendship and Magic, Twilight has it covered. I'm sure right now she's doing an excellent job of teaching Wanda."

---

Back in Ponyville.

"Hey I deserve the most cookies, not Parker!" Scott argued.

"Hey I'm a superhero, I earned those cookies!" Peter argued back.

"I'm a hero too dumbass! An Avenger level hero!" Scott said. "I outrank you in the hero department!"

"And I outrank you in Equestria!" Peter said. "I am a Prince after all."

"Prince of Nerds," Scott said.

"Stop calling me that, peasant!" Peter taunted.

"Um, why can't I get the most cookies, I'm the most adorable," Mayday said.

Twilight was quite annoyed that her simple Friendship/Math Lesson was going terribly wrong. "At this rate Wanda is not going to make any progress!" She used her magic to levitate the two arguing stallions. "Now, neither of you get cookies, in fact, you two are dismissed!"

"Dismissed!?" Peter asked.

"What are you-" Scott couldn't finish his question as he and Peter were teleported away, landing outside the house. "Ow..."

"Ugh, boys, I swear," Twilight said.

"No kidding," Trixie said, rolling her eyes.

"Tell me about it," Wanda added, showing her sass.

Mayday looked confused, "Um...is that a bad thing?"

"No, just very annoying," Trixie explained.

"Oh, good, because I don't want to stop loving them, even if they are boys," Mayday said.

"I swear she's just too pure," Wanda commented, happily observing the kind smile of Mayday. Oh how she wishes she could have her as a little sister.

---

Back in The Crystal Empire, Cadance had finally led Mordo to the Crystal Heart. "There it is, the pride of The Crystal Empire."

"Magnificant," Mordo said, observing closely. "All that power that lies within this one artifact."

"It is impressive isn't it?" Cadance said. "Highly dangerous too, this is the very life of our Empire, without it, we'd be nothing."

"I see, that's quite unfortunate," Mordo said. "Well, Princess Cadance, I thank you greatly for this tour."

"Oh there can still be more, I can show you our castle," Cadance suggested. "Maybe you can even meet my husband and daughter."

"That will not be necessary," Mordo said, charging up some power.

"Hey, what's going-" Cadance was asking, then in an instant, Mordo had blasted her against a wall, completely taking her by surprise.

"My apologies Princess, but I have a goal to complete. But I do thank you for all you've done for me." Mordo then turned his attention to the Crystal Heart and grabbed it from it's spot, relishing in the pwer he could feel from it. "Yes...YES! Such power! And it's all mine!"

Cadance slowly stood up, "Karl? What's going on!?"

"It's not Karl," Mordo replied, turning to Cadance as he slowly levitated into the air. "You may call me, Baron Mordo! Sworn enemy of Doctor Strange!"

"An enemy of...oh no!" Cadance said, realizing she had been tricked. She attempted to retrieve the Crystal Heart but she was blasted again, this time with a stronger blast as Mordo levitated her in electricity.

"I could end you right here, but in honor of the kindness you showed me, I will spare you," Mordo said, tossing Cadance aside. "Even I maintain a sense of honor."

Mordo flew up into the sky with the Crystal Heart in possession and used the magic to destroy the barrier surrounding the Crystal Empire, the snow clouds starting form above the skies. "This will help reduce the Empire's numbers."

Shining Armor had run outside the moment he heard some commotion, then saw his wife injured on the floor. "Cadance!" He rushed to her side, trying to hep her up. "What's going on!?"

"B-baron Mordo," Cadance said, gesturing to the sky. "He's got the Crystal Heart!"

"Baron Mordo?" Shining Armor said, looking up. "Who is he? How did he get the heart!? Where did he come from!?"

"Worry about that later, we're gonna need some assistance," Cadance said.

"From who? Peter? Twiley? The Avengers?" Shining Armor asked.

"Not just them...we have to find Doctor Strange," Cadance declared, the race to stop Baron Mordo taking it's start.

Baron Crystal Part II

In Canterlot, Celestia felt a strange disturbance of power from afar. She scanned into the distance, in the direction of The Crystal Empire.

"Something's wrong," Celestia commented. "I feel a strange magic, it's coming from The Crystal Empire."

"You seem concerned," Cap said, getting Celestia's attention. "Is something wrong?"

"I'm not certain, it's more of an uneasy feeling," Celestia said. "Though they do have a bad habit of coming to fruition."

"Do you want me to go and see what's wrong?" Cap asked. "Thor's nearby, I can bring him along. We can even get Tony Stark as well."

"I'd appreciate that," Celestia said. "If you can, get Peter and Twilight. It's off in The Crystal Empire and I know they would be concerned about Shining Armor."

"You got it Princess," Cap said, then made his way toward where Thor was while simultaneously communicating with Iron Man via radio. "Tony, we got a job to do."

As Cap left, Celestia turned back to face the direction of the trouble, "What could this power be? Is it Equestrian? Or a foreign power?"

Cap and Thor had already rushed out of Canterlot, making their way toward Ponyville, Cap running fast on hoof while Thor flew closely behind.

"What is the emergency?" Thor asked. "Why is Celestia so concerned?"

"I'm not sure, and Celestia isn't sure either," Cap said. "Let's just hurry to Ponyville, we're meeting Tony along the way to the Empire, he should be getting ready to go there now."

"I'm actually half-way there Steve," Tony said through Cap's radio, as the armored hero is now scene traveling through the snowy tundra outside of the Empire. "Always wondered why this surrounding area just happened to be covered in snow, must make it hard for travelers."

"That might have been the idea," Cap replied. "The entire City is made of Crystals, that would capture anyone's eyes, which it unfortunately did a thousand years ago with King Sombra."

"Right, the big scary shadow king that Peter defeated, twice," Stark said. "Man what would Equestria have done without him?"

"Well Twilight and her friends did beat him before so I think this world is still capable," Cap said. "We're just speeding things along."

"Speaking of speed, about to hit turbo, see you guys at the Empire," Stark said.

"We'll be there before you know it," Cap said, finally arriving at Ponyville with Thor. "Let's hurry, we've got no time to waste."

---

At the Parker-Sparkle home, Wanda was reviewing everything she had learned with Twilight, "So, the key is communication and understanding, and doing your best to find a compromise."

"Correct," Twilight said. "And don't be afraid to speak up about something, you'd be amazed to know how understanding others are if you stop believing they're expecting too much from you."

"Exactly, anypony who would judge you for petty things like who gets what or if you can't do something for them isn't worth having as a friend," Trixie added.

"True friends help each other, that's where the magic comes from," Twilight said, bringing out some flash cards. "These are more lessons me and my friends learned during my time in Ponyville, they helped me out a lot, and I believe they can help you as well."

Wanda took the cards and started sorting through them, "Huh, you've been busy."

"Yes, each time me or one of my friends learned a lesson, we would usually write a letter to Celestia," Twilight said. "I remember having to do it once a week...and totally flipping out once when I didn't learn a Friendship Lesson and had nothing to send to Celestia."

"Is that when Auntie Applejack said you were going crazy and tried making everypony in town fall in love with one of your old dollies?" Mayday asked.

Twilight nervously laughed as she turned red, "Yeah, that was it." She turned her attention back to a confused Wanda, "It's a long story, you see-"

Suddenly there was a knock on the door, followed by Thor's mighty call, "Princess Twilight! We have an urgent matter for you to attend!"

"Not so loud, you're going to disturb the other ponies," Cap scolded.

"That's Thor and Steve Rogers, what brings them here?" Twilight wondered aloud as she walked over and opened up the door, revealing the two Avengers.

"Greetings Princess Twilight," Thor said, slightly bowing. "I hope this day has been doing you wonders."

"Yes, it has," Twilight answered, though still somewhat confused. "Uh, may I ask why the two of you are here? I mean not that you aren't welcomed, you're always welcome to come by here, especially since this is technically a library so you can come by even if you want a book."

"We appreciate the offer Princess Twilight," Cap said. "But I'm afraid we have a much more serious matter to attend to, Celestia believes there's trouble at The Crystal Empire."

Twilight's heart sank, "T-trouble? Wait is something happening to my brother? Or Cadance? Or my niece!?"

"We don't know, but Celestia can sense something ominous, so she sent us to find you and bring you over there," Celestia said. "Tony's on his way over there as well, so we just need you and Peter."

"Twilight! What's happening?" Trixie asked as she made her way over with Wanda and Mayday.

"It's my brother, I think he's in danger," Twilight said.

"Oh no, what about Flurry!?" Mayday asked, thinking about the well-being of her cousin.

"We'll know for sure once we get over there," Cap said. "We gotta move fast though, where's Peter so we can get going?"

"I'll go get him," Twilight said, scanned for Peter's magical energy and teleporting to that location.

At Sugarcube Corner, Peter and Scott are munching on a tray of cupcakes that Pinkie had just served them.

"Justice is served," Scott said, taking a bite out of a cupcake.

Peter chuckled a bit, "Ha, served, I get it, because we were served food."

"Well at least this won't get turned into a math question that somehow connects to Friendship," Scott said.

"Let's give Twilight a break, she's just doing her best to help another pony who needs it," Peter said. "I really admire that about her, she's so selfless and caring, and being a Princess hasn't changed that one bit."

"Oh right, you met her before she became an Alicorn," Scott commented, getting a confirming nod from her. "So she used to be a pony like everyone else."

"Yeah, no one is born an Alicorn, not even Celestia or Luna," Peter said. "Well Flurry Heart was born as an Alicorn, no one really knows why. I mean according to the other Princesses, being an alicorn doesn't change the gene structure of a pony, Cadance is still technically a Pegasus while Twilight is still technically a Unicorn, so it's a mystery."

"Maybe it just means that if a Unicorn dates a Pegasus, their child becomes an Alicorn," Scott theorized.

"Uh, pretty sure it doesn't work like that," Peter said. "There have been Unicorns that have married and had children with Pegasus ponies and their child either came out as a Unicorn or a Pegasus. It could even be an Earth Pony, I mean check out the twins in this store," Peter said, gesturing to Pound and Pumpkin as they design a cake. "One's a Pegasus, one's a Unicorn, but their parents were Earth Ponies. That's because they have relatives that were a Unicorn and a Pegasus, so their family tree, despite being mostly Earth ponies, have had Unicorns and Pegusai. Same with my daughter, Twilight has blood relatives that are Pegusai so Mayday came out as one, so she's very lucky."

"Wow, that's a lot of info," Scott said.

"Sounds like pointless recap!" Deadpool called out from the kitchen, much to Peter's annoyance.

"Well I'd like to see if there are any other Unicorn and Pegasus children," Scott said. "It's hard to tell if they mix when one of those two with an Earth Pony, like Applejack and Gambit, an Earth Pony and Unicorn."

"Well their son is an Earth Pony, so that again shows it's one or the other," Peter said.

"Still, this is quite-" Suddenly Twilight had appeared, in Sugarcube Corner, very little warning too.

"Peter!" Twilight called, scaring the daylights out of both Peter and Scott.

"Can you not do that!?" Peter asked. "Geez Louise, that gave me flashbacks to when I first came here and Luna did that practically every five seconds."

"Don't overexaggerate," Twilight said. "Look I don't have time to explain, we have trouble at The Crystal Empire."

"What trouble?" Peter asked, quickly changing his demeanor.

"We're not sure, but this is a message from Steve, straight from Princess Celestia," Twilight said. "He and Thor are waiting at our house, and Tony's on his way to The Crystal Empire."

"Tony too? Man this must be big if Celestia got the top three Avengers to help," Peter said. "Alright, let's go and save your brother and his wife then!"

"Wait, should I come too?" Scott asked. "After all, I am-"

"Yeah, yeah, you're an Avenger too," Twilight said, rolling her eyes a bit. "Fine, I don't care if you come or not, let's just hurry."

Twilight quickly teleported the two back home, ready to make some plans.

---

Back at The Crystal Empire, Shining Armor is doing battle against Baron Mordo, the Crystal Prince trying to blast the evil wizard out of the sky, but to no avail.

"It's useless!" Mordo said, conjuring a spell to zap Shining Armor away. "Your power is no match for mine!"

Cadance also flew over to help but she too was blasted back, knocked to the wall of her castle.

"Cadance!" Shining Armor shouted, then glared at Mordo. "How dare you attack my wife!" He again attacked, forming magical spears to send at Mordo, but the sorcerer had blocked with a magic barrier.

"Foolish," Mordo conjured up some fireballs and tossed them at Shining Armor, the Prince putting up a magic shield to deflect them away, even at one point deflecting them right back at Mordo.

"Ha! Got you!" Shining Armor boasted.

"Don't celebrate just yet!" Mordo said, summoning electricity and zapping Shining Armor, painfully levitating him in the air.

"Shining Armor!" Cadance shouted in worry. Whoever this pony was, he was immensely powerful, though he had to be if he claimed to rival Doctor Strange. She wanted to go and get some assistance but she was too worried about leaving her Empire behind. She sought to find somepony to help. "Maybe I can find Flash Sentry, or any of the other guards! Meanwhile where will I leave Flurry? I mean I can just lead this man out of the city so that-"

Cadance's thoughts were interrupted when she saw a familiar mechanical pony fly by, "Sup Princess?"

"Tony Stark!?" Cadance asked in surprise.

"Don't worry! I'm not the only one, Celestia got some bad vibes so she sent us to check on you!" Stark said, flying closer to Mordo. He wasted no time using his chest beam to blast Mordo out of the sky, causing him to break his electric hold on Shining Armor.

The Crystal Prince fell hard to the ground as Cadance rushed over to check on him, "Shining Armor?"

"I'm fine, don't worry about me," Shining Armor said, struggling to stand up. "Wow that guy's strong."

"He's an enemy of Doctor Strange, so that doesn't surprise me," Cadance said. "Doctor Strange is the strongest Sorcerer on Earth after all."

"Blasphemy!" Mordo shouted, sending a blast their way, to which they quickly dodged. "Strange wishes he was half the Sorcerer as I am!"

"And I wish you'd pack up and get the hell out of my second home!" Stark said, zapping at Mordo, to which he quickly flew out the way.

"So, one of Earth's Mightiest Heroes has arrived," Mordo said, summoning some more magic. "But even an Avenger is nothing to me and my magic!"

Mordo sent some magic beams at Stark, which he blocked with his plasma shield.

"I wouldn't be so sure," Stark said, readying some Smart Bombs. He then tossed them from behind his shield, right at Mordo and disoriented him when he tried to block them.

Stark flew in and rammed Mordo hard, knocking him onto the roof of a house, to which the tenants quickly vacated. Stark punched down at Mordo, but the sorcerer was able dodge out the way and blasted Stark off the rooftop.

He jumped down to attack again, but Stark opened his face mask and zapped Mordo in the face, "Yeah, I can do magic too now." He covered up his face again and aimed both his forelegs at Mordo and blasted him into the air.

Stark took a moment to regroup with Cadance and Shining Armor, the two somewhat relieved at Stark's battle prowess.

"You're really doing great out there," Shining Armor said.

"Well duh, I'm an Avenger, now for you two, I suggest going inside, grabbing your daughter and hiding somewhere," Stark said.

"Are you kidding?" Shining Armor said. "I have to protect my Empire, no offense Stark but I can't just leave it to you."

"Kind of hard not to take offense to that, you make it seem like I'm incapable of doing my job," Stark said. "Besides Cap, Thor, Peter and Twilight are on their way as well so it's not like I'll be alone here."

"Twiley's coming?" Shining Armor asked.

"Yes, and she'd want you to be safe," Stark said. "Now grab your daughter, and-"

"Iron Man!" Mordo shouted, flying over, the Crystal Heart floating over his head.

"Technically in this world, I'm Iron Stallion since I'm not a man, I'm a pony, just like you," Stark mockingly explained.

"That means nothing to me!" Mordo shouted, readying a massive electric zap. "Begone!"

Stark countered with a chest beam, blocking Mordo's attack, leaving the two in a stalemate.

"The Crystal Heart!" Shining Armor said. "We need to get that away from him, maybe it'll weaken him a bit!"

"Good luck, bit by bit the magic is being absorbed into my body!" Mordo said. "It won't be long before my power reaches it's maximum potential, then the multiverse will be mine!"

"Not if I can help it!" Shining Armor said, assisting Stark, the two slowly starting to overpower Mordo.

"A foolish attempt," Mordo said, sending more magic down at Shining Armor and Stark. Slowly Mordo began overpowering the two, but fortunately Cadance joined in and assisted, the three slowly pushing Mordo back, but the evil sorcerer did not give up.

Mordo then came up with a plan, slowly he began to weaken the barrier surrounding the Empire as the clouds started to move in overhead, the snow pouring down on the city of crystals.

"No! The barrier!" Cadance shouted in worry.

"It will be hard to fight if you are freezing to death," Mordo ominously warned.

"You'll freeze too dumbass!" Stark shouted.

"I think I will be fine," Mordo said. "I can still shield myself quite easily with the heart's power while the three of you will slowly succumb to hypothermia."

"Probably should have brought my blizzard suit," Stark said. "Oh well, let's just defeat him while we have the chance!"

The three pushed again, though the fast coming snow was starting to be a bother for them, and without anypony to keep the clouds away, this could end pretty badly for them.

"It's over, you have lost!" Mordo boasted, sinisterly laughing at his triumph before suddenly he had been blasted from the sides, knocking him away as he lost his concentration. Mordo turned to see that Twilight had arrived with Peter, Scott, Wanda, Cap and Thor.

"Taste my Thunder!" Thor shouted, summoning Electricity with his hammer and sending a powerful zap towards Mordo's direction, knocking him across the Empire.

"Twiley! You came!" Shining Armor gleefully said.

"Of course," Twilight replied. "I couldn't leave my big brother in danger."

"Well I wasn't in danger per say, but I won't turn away from some assistance," Shining Armor stated.

Mordo flew back over to the group, "More of you? Such a waste of time, I have unlimited power! I can destroy you all in an instant!"

"Uh, that guy looks familiar, yet I can't put my non-existent finger on it," Peter said.

"He calls himself Baron Mordo, he's from Earth like you Peter," Cadance said.

"Mordo? Oh yeah, he and Doctor Strange are rivals," Peter said.

"We were hoping to get into contact with Doctor Strange," Cadance said. "But I can't leave my Empire knowing he's here."

"We'll take care of that," Twilight said. "I'll try to relay a message to Stephen, maybe then he'll be able to come and take this guy down himself."

"That will never happen!" Mordo shouted, flying in at the group, who seemed prepared until suddenly he had started to multiply. Soon there were dozens of Baron Mordo, each one casting a fire spell at the, causing them to spread out.

"Uh, a lot of those fireballs felt real!" Shining Armor said. "Did he actually multiply himself!?"

"Well Strange can do something like that, so I guess Mordo is able to as well," Peter commented.

"Of course I can!" Several of the Mordos said as they blasted down at Peter. "I am the True Sorcerer Supreme!"

Twilight zapped several of the Mordos, hoping to decrease the number, fortunately she was able to hold her own quite well, deflecting away several magical spells and dodging some attacks.

"Impressive, you're quite skilled at magic," the Mordos said.

"Of course, it's my special talent," Twilight said, zapping a few more away.

"With this much power, I'm quite certain you can rule whichever land you desire," a Mordo taunted.

"Any land you want, in this world or another," another Mordo taunted.

"And no one could stop you," a third Mordo stated.

"You're not getting me into the 'Dark Side' if that's what you're aiming at," Twilight warned. "Honestly it feels like a cheap villain tactic by this point, make the hero your ally and not your enemy, because you know deep down you can't beat us!"

"Well actually it was more of a mercy, but if you choose not to accept it," Mordo said, appearing behind Twilight and blasting her. "Then that's on you."

"Twilight!" Peter shouted, going after the Mordo that attacked, believing him to be the original but was blocked by other Mordos. "Of course!" Peter used his web to latch onto a Mordo and spun him around, knocking all the other Mordos out of the way.

Cap, Tony and Thor were also knocking away the Mordos, Cap tossing his shield around, Tony blasting at every turn and Thor using his Electricity to zap them.

"This snow's gonna be trouble," Cap said, whacking one with his shield. "Wasn't this Empire suppose to be shielded from it?"

"Mordo destroyed the barrier, only he is shielded," Stark said, using his Repulsor blast.

"That coward, if this doesn't end soon, the ponies in this Kingdom could die from the cold!" Thor said, whacking several with his hammer.

Stark called to Cadance, "Yo, Princess, has something like this happened before? With the snow covering the Empire?"

"Yes, shortly after my daughter was born, she accidentally destroyed The Crystal Heart and the snow came in," Cadance said. "Thankfully Princess Celestia and Princess Luna were able to hold it off with their magic by destroying the clouds, granted it was meant to be temporary while Twilight and another Unicorn fixed the heart."

"Too bad we don't have Storm here to help," Stark said.

"Storm? You mean Johnny Storm?" Cadance asked. "Yeah his fire would come in handy, though I do wonder how much he could emit."

"Uh, not that Storm," Stark said. "I mean Storm from The X-Men, her name's Ororo, she can control the weather. But Johnny Storm's a good idea too."

"He can match the sun's temperature, so he could probably melt all this snow easily," Cap said. "But he could also go overboard and we'll have the opposite problem if it being too hot."

"Well since we don't have Storm of the X-Men nor The Human Torch here, I shall tend to the clouds myself!" Thor said, flying into the skies, his eyes glowing white as he approached the clouds. He held up his hammer as electricity began to surround it, "By the power of Odin! I summon you Thunder, to clear the skies of this accursed blizzard!"

Thor emitted a powerful thunderous shock from his hammer, knocking the clouds away and spreading them apart for the sun to shine through. While this didn't get rid of all the clouds and more kept coming, it was still enough to keep the snow away.

"Wow, Thor's got such amazing strength!" Cadance said. "Is he stronger than Auntie Celestia?"

"Hard for me to say, I've never seen her go all out," Stark said, then saw the oncoming Mordos. "Let's finish this up quick!"

Peter continued to punch away the Mordos, even using his lack of numbers to an advantage as he zipped around, getting the Mordos to attack each other. "Man, even with the same mind they can be so uncoordinated."

Unfortunately this caused Peter to let his guard down for a moment, which Mordo quickly exploited, blasting Peter from behind with lightning. "Now, you will die Spider-Man!" He was gonna attack with a fireball, but felt somepony else blast him. He turned around to see Princess Flurry Heart.

"Don't you hurt my Uncle Peter!" Flurry said, zapping Mordo some more.

"Foolish child!" Mordo said, using his magic to levitate the Alicorn filly. "You should know better than to involve yourself in adult matters!"

"Hey! Put my niece down jerkwad!" Peter shouted, rushing at the Mordo, but got attacked by two other Mordos.

"Ah, your one weakness Spider-Man, your foolish concern of others," Mordo taunted, eyeing Flurry. "Especially one such as this little filly whom you claim to be your niece, your family."

"Yeah, it's called love dude, and I love my niece, I remember the day she was born, I'm pretty sure her first words were 'Uncle Peter', maybe if you opened your heart more-" Peter's lecture was interrupted when Mordo zapped him.

"I have little time for this," Mordo turned to Flurry. "Do not worry, I am not so cold as to directly harm a child if I don't have to, and you seem to be an Alicorn like that other pony, so perhaps I should banish you outside the Empire, leave you to the Elements, just see just how strong you are. Perhaps I can mold you into my new apprentice."

"Don't even think about it!" Peter shouted, rushing past all the Mordos and tackling the one right in front of him. "Something tells me you're the real deal, so if I knock you out then-"

Peter's spider sense went off and he turned to kick away another Mordo, and several more before the real one attacked again, blasting Peter down.

"Fool," Mordo said, then turned to Flurry. "You know, perhaps banishing you is too risky, your attack earlier, while pitiful, did seem to have quite some power, so maybe you can be of use right now." He then started to mesmerize Flurry with his magic, intending to place her under Hypnosis, "Once we are done here, I can bring you back home and mold you into a worthy successor, soon not even the power I've seen from The Ancient One will pale in comparison to us, the multiverse will be ours!"

"Hey! Drop the kid!" Scott said, flying toward Mordo, though was himself tackled down by a few clones. He quickly shrunk and started punching and kicking them away.

"What a fool," Mordo said, then turned back to Flurry. "Now then, let's-"

Wanda then blasted Mordo back, breaking his hold on Flurry as Wanda picked the filly up. "Get going kid, it's nto safe here."

"Who are you?" Flurry asked.

"A friend of Twilight's, now no more questions, get going," Wanda ordered, to which Flurry obeyed. Wanda turned back to a curious Mordo.

"Hm, why do I feel like I know you?" Mordo asked.

"I am Wanda Maximoff, The Scarlet Witch," Wanda introduced. "I am Magneto's daughter, and the one who will bring you down!"

"Ah yes, I have heard of you, I believe you too possess powerful magic," Mordo said.

"You better believe that, I have little tolerance for those who would bring danger to a child," Wanda said, her eyes glowing in anger as her magic level rose.

"How chivalrous of you," Mordo said. "Yet it will mean nothing, for soon I shall-"

Wanda did not let him finish, she just started blasting him, to which he deflected and zapped her, knocking her back.

"Foolish move child!" Mordo said, using his magic to levitate her. "Have you forgotten who I am!" Mordo then attacked her with every Elemental Spell he could think of, fire, lightning, water, ice, earth, anything that came to mind.

Wanda endured the pain and attempted to fight back, using her magic to zap him a few times, but Mordo would not relent. Soon more clones of his came by and attacked, each one blasting her with different moves, leaving her weak and on the ground within minutes.

"Is that all you have? Where is that confidence of yours?" Mordo asked, readying another attack. "You should have known better than to challenge my powers! For I am the True Sorceror Supreme!"

"Oh are you now?" He heard from a familiar voice. He turned to see Doctor Strange, his main rival. "Because I believe that's my title."

"You are here as well Stephen?" Mordo asked.

"Well yeah, I've actually been trying to locate you some time now," Strange said. "Thankfully I felt a strong force of magic, combined with a distress call from Twilight."

"Stephen! You made it!" Twilight said, zapping some clones.

"Thanks to you!" Strange said, then turned back to Mordo. "You've been causing trouble again, haven't you?"

"I do what I must," Mordo said. "Only the worthy ones should have this power, and I am worthy, I always have been and I will continue to be!"

"Where did this delusion start again?" Strange asked. "Are you just jealous of me? Because I'm the one who became ruler of a Sanctorum? Because The Ancient One had more faith in me than in you? Because of more powerful artifacts?"

"I do not care for your Sanctorum, your silly toys or the opinion of an old fool," Mordo said. "I do this because I know what my destiny is!"

"Me too," Strange said, charging some magic. "Losing to me!"

The two then entered a clash, both trying to outdo one another. Strange was strong but Mordo was powered by the Crystal Heart.

"I will not lose to you again Strange!" Mordo shouted, trying to overpower his rival.

"Somethings cant be helped!" Strange shouted, sending more power against Mordo.

Unfortunately, more clones had appeared, about to sneak up on Strange while he was preoccupied.

"Strange! Behind you!" Cap warned.

Strange was prepared, he used his own clones to battle away Mordo's, even tying several up with a magic type lasso.

"Wow, he's so cool!" Twilight said, completely mesmerized by Strange's abilities while still fighting away the Mordo clones.

Mordo knew he would soon be at a disadvantage again, his clones were losing and Thor cleared the sky up enough so that the clouds won't be able to provide enough snow to camouflaged him, so he did the next best thing. He had teleported away, next to Flurry Heart, who had also been mesmerized by the fighting to completely get away.

"Don't come near me!" Mordo shouted, using his magic to Levitate Flurry, "Unless you wish to endanger this filly!"

"You would resort to something so cowardly Karl!?" Strange shouted in anger.

"It's survival Stephen Strange, nothing more to it," Mordo said, holding the frightened filly up. "You always have to use your advantages."

"No! Flurry!" Shining Armor shouted, getting a major second wind, powered by fatherly protection as he went to rescue his daughter. Mordo however expected someone to rush in, and he was prepared. Using his magic, he grabbed a nearby spear left behind by a guard during the fighting and was ready to impale Shining Armor.

Wanda could see that, and was the first to react, using her magic to grab Mordo, levitating him in the air, binding him in pain.

Shining Armor quickly pulled Flurry away as Wanda continued to bind Mordo in magic, the evil sorcerer struggling to escape.

"I will not be bested!" Mordo shouted, trying to get his clones to help, but one by one, they started to disappear.

"You're doing it Wanda!" Twilight said.

Wanda continued to hold the spell until all the clones were completely gone, leaving only the real Mordo.

"You did it Wanda! I think that's all of them!" Peter said, but after a few seconds, he saw that Wanda still hadn't released Mordo. "Wanda? You're good now, you can release him!"

Wanda did not, her rage was taking over, despite the pleas of the others to stop, as she was using too much magic.

"Wanda! Let go of your spell!" Twilight called out.

"If you use anymore magic, it could be fatal to everyone!" Strange warned.

Wanda continued though, she was too consumed in rage as her magic reached it's peak. Suddenly there was a huge explosion of power that Twilight was luckily able to contain, though the magic was almost too much even for her.

"Wanda! You have to calm yourself!" Twilight called out, trying to block the magic.

Unfortunately this continued until Stark had approached Wanda and whacked her hard in the neck, knocking the girl and finally releasing her spell, just time as the explosion's power nearly destroyed Twilight's barrier.

By the time it had been settled, all that was left was nothing, no sign of Mordo, only that of The Crystal Heart, which had been slowly reigning it's power.

Cadance quickly picked it up, checking to see if it had been damaged. "I'll go put this back where it belongs."

The heroes had won, that was the important thing, but Twilight seemed just shocked and amazed by Wanda's power. She looked over the unconscious mutant, unsure what to feel now. Her rage was incredible, as was her power, and if she didn't tame it, then things would get so much worse.

Discord looked on in disappointment from afar, "Well, I don't think Mordo will be joining our plans, better get the next test ready. He still has other worlds to check in that regard.

Author's Notes:

The end of this arc, might be a while before the next update.

Magical Aftermath

Another villain had came and went, a problem resolved within moments. Of course, it once again troubled Celestia to know that evil had threatened her world yet again, this time with a Sorcerer more powerful than most Unicorns in this world. She had nearly forgotten that magic exists on Earth, though just much more rarer than in Equestria.

She needed to find the cause of this however, this is the fourth Invasion in such a short amount of time, if she doesn't figure this out soon, things could get worse. Each time things have gotten bad, and this time it nearly destroyed an Empire.

While Celestia is very thankful that The Avengers were quick to action, she once again wonders how and why this happened in the first place. She dreads the day The Avengers won't be as quick and untold damage would occur.

"There has to be a way to prevent trouble, one that doesn't involve sealing off the other world," Celestia said to herself. Easy as that solution would be, she doesn't have the heart to go through with it, knowing that several heroes would have to say good-bye to their old home, including any relatives they might have.

Even if she has a slight fear of what either of the Earths, be it Marvel or Capcom could do, she still believed that she had to find any way possible to avoid that outcome, though if she couldn't, she would have no choice but to do so.

"Perhaps if I send more guards around both Earths, mostly Peter's since that's where all the trouble is coming from lately," Celestia theorized. "Or maybe if I had somepo-er, someone look into what's causing trouble, there's no way these attacks just happened, I have the feeling that someone is pulling the strings, though I don't know which world they come from."

"Celestia?" Cap said, walking into the room.

"Oh Steve, perfect timing, I could really use your assistance right now," Celestia said. "Please tell me this, how many Avengers still reside on your Earth?"

Cap took a moment to think about the answer, making sure to calculate everything, "Well Tony still technically lives there, as does Bruce. Clint also lives there with his family, and Natasha as well" Cap thought some more. "Come to think of it, a lot of them still mostly live on Earth, the only exception I can think of is Ant Man. Why do you ask?"

"These attacks lately, they all came from your world, and they happened in such quick succession that I'm starting to wonder if it's mere coincidence or if it's being carefully planned," Celestia said. "At the moment, I am leaning more toward the latter."

"Yes, this is too strange to not be part of someone's master plan, no way this just happened for no reason," Cap said. "So you want me to have some heroes look into it?"

"If you don't mind, I have guards checking all over Equestria but I do need somepony to keep an eye out on Earth," Celestia said.

"Leave that to me then, I can get some assistance to keep a lookout on the Earth of my dimension," Cap said. "It might take a while though, and I may need to stretch The Avengers thin unfortunately."

"What about the other heroes of Earth?" Celestia asked. "Wouldn't they be able to assist?"

"I'll see what I can do, my only other concern is that this may not just be an Earth thing, it could be anywhere in the galaxy," Cap said.

"The Galaxy? Far beyond in the reaches of space?" Celestia asked, almost in disbelief. "I'm quite amazed at all you have to encounter in your world.

"There are many things I hope never steps foot in Equestria, with all due respect to your ponies..." Cap cringed a bit, thinking about the dangers. "What's out there in my world, I don't think any creature here would stand a chance against."

Celestia's eyes widened in worry, admittingly she thought the Green Goblin was probably the worse that could come from Earth, then came these other villains. While Doom never stepped foot in Equestria, the fact that a man more powerful than the Green Goblin existed worried her, not to mention this recent invasion of Mordo.

That's of course not to mention the villains from the Capcom world, though even they weren't quite as strong, they were still cunning enough to exploit the weaknesses of this world.

"I see..." Celestia was very much speechless at Cap's revelation, causing him to worry a bit.

"I'm sorry if that startled you Princess," Cap said. "Perhaps I should not have spoken at all about it."

"No, it's fine," Celestia said. "If you can just tell me more about it, then maybe I can prepare much better."

"Well Star-Lord and his group are still out in space, along with the entire Nova Force," Cap said. "If anything happens they will alert us well ahead of time, that's if they don't stop the trouble themselves, and they're usually capable enough to."

"I'm amazed by how grand your resources are in your own dimension," Celestia said.

"Even I'm surprised at times," Cap said. "Well then it's settled, I shall search my world, and you can send your ponies to search this one, plus I'm quite certain that Sunset Shimmer would be more than willing to lead this mission."

"Of course she would," Celestia said. "Good thing too, she would be one of the best ponies for the job, and I have the perfect one for her."

"Very well, I'll be off," Cap said, then radioed Hawkeye. "Hey Clint, I have a task for you."

"What's up?" Clint asked from his location, that being circling over the skies of Canterlot.

"I'm gonna need you to go to Earth, our Earth and round up a bunch of heroes," Cap said. "Celestia needs us to look into what's causing these invasions, needless to say, there might be a good chance it's happening from our end."

"Our end huh?" Clint responded. "Yeah something tells me that Celestia ain't too happy about that."

"She's more concerned if anything," Cap said. "Though if we want to maintain our contact to this world we have to work more to make sure it's safe, for the sake of our friends."

"Looks who's embracing the Magic of Friendship," Clint joked. "Must be those special tea parties you have with the Princesses."

"Be serious Clint," Cap said, somewhat annoyed.

"Oh lighten up old man," Clint responded. "Don't worry, I like Equestria too, the ponies are nice, so of course I'll do what I can to help. Besides there's a lot of powerful magic here that can do damage to this world and ours, so all the more reason, I have a family to keep safe after all, don't want them to end up like that home of ponies from the Crystal Empire."

"What home?" Cap asked.

"Oh no one told you?" Clint asked. "One of the guards said that a house was destroyed when Mordo took over, no survivors found."

Cap hadn't heard that piece of detail, now he was even more concerned, "Does Celestia know about this?"

"Not that I know of, though she'll be pretty mad if she finds out, so we really need to get on this 'Protect Equestria' mindset," Clint said.

"Yeah...we do," Cap said, now feeling a dread of concern. "Radio me when you're ready, Cap out."

Meanwhile Celestia had her own contact to make. Using her magic, she contacted one of her top students via telepathy, "Sunset Shimmer, do you hear me?"

"Princess Celestia?" Sunset replied, having just been down the castle, placing the finishing touches on her next portal.

"Listen closely, I need you to do me a favor, it's of high importance," Celestia said.

"What type?" Sunset asked. "Does this have to do with the recent invasions?"

"It does actually," Celestia said. "I need you to go to the Capcom world and ask around for any information you can, I believe they can assist us."

"I'll get right on it Princess," Sunset stated, placing her work on hold and approaching the Capcom portal. "Here I come Ryu!"

Sunset Shimmer did as told, making her way through the Capcom portal, Celestia hoping this would be what they needed to keep her world safe.

---

Back at the Parker-Sparkle home, Twilight was looking through her cabinets, hoping to prepare a meal for Wanda. The poor woman had not yet woken up after her encounter with Mordo and it was starting to worry The Princess a bit.

"All that power has been lying dormant in her all this time..." Twilight stated. "I can see why some of the others were worried about Wanda. But years ago when she was assisting Wesker and his allies, why didn't he utilize her more?"

"Even he might not have known," Peter said, making his way into the kitchen. "That or he feared not being able to control it."

"What about Doctor Doom though?" Twilight asked. "Think he knew?"

"Probably, I wouldn't be surprised if he hoped to use that as an advantage if he wanted to betray Wesker," Peter said.

"A power struggle among powerful villains really isn't what our worlds need really," Twilight said. "I can only imagine the amount of innocent lives caught in that crossfire."

"Well it worked out in the end, Doom's been offed and Wesker was taken down," Peter said. "I mean yeah he escaped custody but Chun-Li's working on tracking him down, shouldn't take too long hopefully."

"It's been years though, that really has me worried," Twilight said. "Honestly, Wesker isn't even the one I'm worried about the most. I'm way more concerned about Dante's brother."

"Vergil huh?" Peter asked, remembering the snobbish half demon. "Thinking about it, he really should be the one everyone's worried about the most, Wesker might be a genius but Vergil's got crazy strong demon magic."

"Why is he working for Wesker? Shouldn't it be the other way around?" Twilight asked.

"You'd be surprised how many guys are stronger than their leaders," Peter said. "I don't know how Wesker managed to get Vergil on his side, truthfully I don't know much about either guy, they just seem to not like me for some reason and I end up coming to blows with them. Maybe Chris or Dante could shed some light on them and how Wesker got someone like Vergil under his command."

"That's...a good point to bring up," Twilight said. "We really don't know much about those two, or any of the villains from Capcom. I did all my best to learn about the likes of King Sombra and Queen Chrysalis, and I know you learned all you could about The Green Goblin and all your other villains."

"Some I knew before they became villains, some I inadvertently caused to become villains," Peter said. "I still feel a bit guilty about Eddie becoming Venom."

"That was his choice, you didn't make him do anything," Twilight said. "We're getting off track, my point is that we should make time to speak with Chris and Dante about these villains. Actually we should talk to as many as we can, there's still that other girl with the robots."

"I barely know much about her myself honestly, I think she's one of Mega Man's villains, but there's a bunch of different Mega Men apparently," Peter said.

"That also reminds me, since the Capcom warriors are our friends, we should take the time to get to know them better!" Twilight said. "Weird how I haven't thought of that until now, I mean the dimensions are open, they don't dislike you any longer, and they're actually pretty nice when they're not overly competitive."

"I thought you'd be used to that, we're friends with Rainbow Dash," Peter said.

"Well even Rainbow Dash doesn't put competition over friendship...not anymore at least," Twilight said. "But back on topic, we need to bring them together for a nice get together."

"You mean like a party?" Peter asked.

"Party!?" Pinkie Pie said, startling the two after appearing out of the fridge in a burst of confetti.

"Oh good God!" Peter shouted, holding his hoof over his chest. "Pinkie! Don't do that! Where did you even come from!?"

"You really gotta ask that Parker?" Deadpool asked, surprising Peter again.

"Dude!" Peter shouted. "Why are you here!?"

"Well Boomie was worried about Wanda so we figured we'd come here to let her check on her friend," Pinkie Pie said. "Of course where she goes, I have to go since that's the rule."

"And I don't trust Boom so I came to shoot her if she does anything stupid," Deadpool said.

"Wade..." Pinkie Pie warned.

"Hey it's only because I care about ya babe, gotta protect the seed of mine growing in your belly," Deadpool said.

"Seed!?" Peter and Twilight asked, causing Pinkie to glare at her husband.

"Wade! We were gonna wait til everypony was together!" Pinkie scolded, causing Deadpool to flinch.

"Crap, ran my mouth a bit much there," Deadpool said.

"Finally realizing that Wade?" Peter jokingly asked.

"Oh you're one to talk," Deadpool said. "At least I don't give my wife migraines." He turned to Pinkie, "I don't right?"

"Not yet," Pinkie said.

"See, not..." Deadpool turned to his wife. "What do you mean 'not yet'?"

"Talk later, party plan now," Pinkie said. "Oh and don't tell anypony else that I'm pregnant yet, I want it to be a surprise."

"I won't," Twilight said. "And congratulations."

"Yeah, congrats," Peter said. "And don't worry, I know how to keep my mouth shut."

"Bullshit!" Deadpool shouted.

"Wade!" Pinkie scolded.

"Well it is!" Deadpool insisted.

"I'll keep an eye on Peter just to make sure," Twilight said. "Now about that party."

"Actually, before we consider this party, there's the issue with Wanda," Peter said. "She's gonna need some serious consoling after that run in with Mordo."

"Speaking of Wanda, you said that Boom came to see her right?" Peter asked.

"Yeah, she should be upstairs," Pinkie said.

"Who's with them?" Peter asked.

"Don't worry Petey, Trixie and Ant Boy are keeping an eye on them," Deadpool said. "Are you forming some unusual friendship with him or something?"

"He's more Trixie's friend," Peter said. "He also comes by to assist with the Friendship Lessons."

"It's my subtle way to make Scott feel welcomed in Equestria since his daughter still lives on Earth," Twilight said.

"Plus maybe things will spark between him and Trixie," Peter said. "I mean let's be honest, Trixie could really use a guy, might help her attitude, in only a way a guy can."

"You mean her getting laid?" Deadpool asked.

"Ok we're done talking about this," Twilight interrupted. "I'm going to check on Wanda now, feel free to accompany me, without any witty remarks."

"Yeah, I should go check on Boomie," Pinkie said. "It really is nice that she wanted to check on Wanda, shows true Friendship."

"Weird that only one of The Brotherhood are here, shouldn't her other teammates be worried about her?" Peter asked. "Especially since one of them is her brother?"

A few minutes later.

"That answer your question?" Deadpool asked, gesturing to the other Brotherhood who were present, along with their Element guardians and their hero husbands.

"Hey Spidey, what happened to Wanda?" Avalanche asked.

"I heard she took down Baron Mordo," Pyro said.

"Is Boom with her?" Toad asked.

It was a swarm of non-stop questions, all aimed at whether or not Wanda was alright. Peter took a stand by leaping to the top of the highest bookshelf and calling out to everyone. "Everyone chill! I get you're all worried but try to dial it down a notch!"

"What happened to my sister Spider-Man!?" Pietro asked.

"She got overwhelmed fighting Baron Mordo, she's upstairs resting, if you want to see her then feel free, just don't go too nuts and start swarming the room," Peter said. "She's a little exhausted right now, she used up a lot of power."

"Hey does Magneto know about this?" Avalanche asked.

"Well, considering we reported this to Princess Celestia, there's a very good chance she told Magneto," Peter said. "He hasn't said anything yet to my knowledge."

"Here's hoping he won't be ticked off or anything," Deadpool bluntly stated, though Peter wanted to be annoyed, he did realize Deadpool might have a point. Wanda was technically in danger, Magneto may not be happy that she was in that situation.

"If Magneto is unhappy, I will personally settle that," Twilight said. "In the mean time, I'm going to check on Wanda, then all of you may have a chance to see her, with proper organization."

"We'll help keep them in line Twi," Applejack said. "Fer now it is best to make sure that gal's alright."

"Yeah, Pietro's been pretty worried," Rainbow Dash said.

"Never said I was," Pietro insisted.

"You didn't have to," Rainbow Dash teased, much to Pietro's annoyance.

"Ha, she's got you read like a book," Avalanche joked.

"Oh shove off," Pietro said. "Keep in mind that if something did happen to my sister, my dad will lay waste to everything, do you really want that?"

"If that includes the Apple Farm, sure why not?" Pietro said, much to the annoyance of Applejack and Remy.

"Keep that mouth running and it ain't Magneto you're gonna have to worry about," Remy warned.

"Come on, no threats of violence," Twilight said. "And, Avalanche was it? Be grateful my friend Applejack is giving you a chance to live on her barn, it's a high honor to have hospitality from The Apple Family."

"Don't waste your breath, he's hopeless," Pietro said.

"Hey you have something to say to me, daddy's boy?" Avalanche asked, getting a glare from Pietro.

"You wanna take this outside!?" Pietro threatened.

"Hey! No threats of violence I said, this town's still rebuilding from what Mysterio and Annihilus did, I don't want anymore trouble," Twilight said. "Applejack, please round the others and keep everypony in line."

"You got it Twi," Applejack said.

Twilight and Peter had gone upstairs, making their way into the room Wanda was staying in, Boom by her side with Trixie and Scott keeping an eye on the two. Wanda was still asleep, though her face made it seem like she was very troubled at the moment.

"How's she holding up?" Peter asked.

"She's still asleep at least," Boom said. "How much power did she use?"

"A lot, she completely obliterated Mordo," Peter said. "She's got a lot of power."

"Has she shown a huge demonstration of magic before?" Twilight asked.

"She's had her moments," Boom said. "Her old man tries to keep it under control, sometimes even he worries about what she can do. That's probably why he was so happy to set her up with you Sparkle Princess."

"With me?" Twilight asked, not really minding the nickname.

"He heard about your powerful magic some time ago, I think it was way back when The Green Goblin tried taking over New York, then later when the Capcom guys showed up," Boom said.

"I heard Magneto was involved, but we didn't see him at all then," Peter said.

"Yeah, he joined up at first but he didn't like Wesker's God attitude, nor his idea of using that virus thing to turn people into mutated beings, my dad thinks it's unnatural," Boom said. "Plus Magneto still held a grudge over Bison for trying to kill him and steal us away, even though the boss tried doing the same thing."

"That I remember hearing about," Peter said.

"Point is that Magneto didn't trust the Capcom guys, and he also didn't trust Doom, so he backed out before the invasion really came to a head," Boom said. "Wanda stayed behind for some reason, mainly because they played to her ego."

"How so?" Twilight asked.

"Someone told her you dressed like her and stole her name to mock her," Boom replied, much to Twilight's annoyance.

"I did not intentionally do such a thing, I just used the outfit Stephen gave me, he even helped me pick out the name," Twilight said.

"Could be possible that he had Wanda on his mind when he did that," Boom pointed out.

"That's...actually a good point," Twilight admitted. "I'm gonna have to question Stephen later about that."

"So she stayed behind to help Doom and the Capcom guys, Pietro stuck with her to make sure she was alright," Boom said. "He may act like he doesn't care but deep down he has a soft spot for his sister."

"Well any good brother would worry about their sister," Twilight said. "That's a really great redeeming quality for them."

"Yeah well I know Magneto wasn't too happy at first, but thankfully he didn't really press it," Boom said. "What I really want to know is why he was so interested in sending us here, I mean it's a nice place but it just came out of nowhere, he didn't even seem ready to retire from his so-called mission of Mutant Supremacy."

"Mutant Supremacy?" Twilight asked. "I've heard of it, but what was his goal? I mean clearly it wasn't to make new mutants, since he hated the idea of Wesker's virus."

"Well, the answer may not be pretty," Boom said. "Surprised you never told her this stuff Spidey."

"Well I never really talk about Magneto's Brotherhood, not in full detail," Peter said.

"It's like this Sparkle Princess, Magneto wanted a world where all mutants could live in peace and harmony, kind of like this one," Boom said.

"Oh, well that's actually not bad," Twilight said. "It sounds like a really nice goal."

"Yeah well here's the kick, to do that, he planned to kill all non-mutants, it's a goal he's been working on forever," Boom said.

"Kill all non-mutants?" Twilight asked. "That's terrible, can't he figure out another way? Like living in Harmony?"

"That's Professor X's goal, Magneto isn't much like that," Boom said. "I mean he said he came here to start a new life, maybe he's trying to enact that goal without exterminating the human race, maybe Professor X finally got through to him that a goal like that shouldn't be obtained that way."

"What do you think of his goal?" Twilight asked.

"Well truthfully, I really couldn't care less who lives and who dies, as long as I'm alright," Boom said, much to Twilight's disproval."

"That's a terrible mindset, I hope for Magneto's sake that he truly is here for peace," Twilight said. "And that he's not scheming something like that."

"I doubt it, he has no ill will toward ponies, he figured this world didn't have any type of discrimination," Boom said.

"Sorry but that couldn't be further from the truth," Trixie interjected. "Not all creatures live harmoniously in Equestria."

"Unfortunately that's true," Twilight said. "Ponies, Dragons, Changelings, we don't all get along. There was even a time where Unicorns, Pegasai and Earth Ponies did not get along very well."

"Huh, bummer," Boom said. "So what you're saying is, this world may not take to kindly to us for whatever reason either?"

"I can't promise that," Twilight said. "I mean, even Peter was misjudged once they found out he was human. You might run into that problem here, though hopefully Peter's positive impression has calmed those worries."

"Though the way most ponies are, if they have a problem with you, they won't say anything," Trixie said. "They'll just silently judge you."

"Trixie!" Twilight scolded.

"What? The other day I said that to Wanda you agreed it was a good idea to warn her," Trixie said. "Even in Equestria you're not guaranteed happiness."

"You really need to work on how you word things," Twilight said, then turned to Boom. "We're not perfect, this world is flawed, but it's all about making the most of it. I think you can all be really happy here if you gave it a fair chance."

"Even if you run into some jerks, just don't worry about it," Scott said. "There's way more good than bad here."

"Hey, I have nothing against any of the ponies here," Boom said. "To be honest, I kind of like Pinkie Pie, she's really fun to be around, her whole family is, and I know her family gonna get a lot more fun soon."

"If you think her family's fun, I don't think you've met her sisters yet," Peter said.

"Peter!" Twilight scolded.

"Hey I have nothing against them but you gotta admit, one's more shy than Fluttershy, one's got a temper that's as bad if not worse than Logan's and the third one is...just there," Peter said.

"Pinkie's already told me about her sisters," Boom said. "They already sound fun honestly, because of how different they are. Plus tomorrow Pinkie wanted to take me to see Maud."

"Maud's nice, just a little...weird to me," Peter said.

"Don't call ponies weird Mr. Human Spider," Scott said.

"What's that supposed to mean, Human Ant?" Peter asked.

"Hey, it's the suit, I'm a normal human without it," Scott reminded.

"Define normal," Peter sassed.

Scott pointed to the window, "Wanna take this outside?"

"Stop fighting!" Trixie shouted. "Now isn't the time for the two of you to stroke your egos."

"Not the only thing they wanna stroke," Boom interjected, getting an awkward blush from everypony in the room.

"Well, they are stallions, so it's possible they wanna prove their male dominance," Trixie said.

"Sexist!" Peter and Scott shouted.

"Ignoring the 'male dominance' stuff, what Scott said does have me wondering," Twilight began. "Peter, do you classify as a mutant?"

"No, I don't have the X-Gene, plus I wasn't born with my powers, so I'm no different than what Wesker had planned with his virus," Peter replied.

"He's what we back home call a 'Mutate', a human who gained their powers through outside means," Scott said. "So Peter, The Fantastic Four, Hulk, they're examples of mutates," Scott said.

"Interesting, I really should look up more on human biology," Twilight said, then noticed Wanda stirring. "She's waking up!"

Wanda groaned a bit, slowly opening her eyes, "Where am I?" She looked aside to notice three ponies, "Boom? Ant Man? Trixie?" She sat up and noticed the last two, "Twilight? Spider-Man?"

"Wanda, I'm so happy you're alright," Twilight said. "How are you feeling?"

"Massive headache for starters," Wanda said. "How did I get here, weren't we at The Crystal Empire?" Wanda had a realization. "Where's Mordo!?"

"He's been stopped, don't worry about him," Peter said. "What matters is you're safe now."

"Just try to relax, you've been through a lot," Twilight said. "Also, thanks for saving my niece, I really owe you for that."

"Your niece?" Wanda said, then remembered the filly who was trying to fight off Mordo. "Oh right, I'm glad she's ok."

Scott walked over to Peter, speaking in hushed tone, "You're gonna have to tell her that she was the one who destroyed Mordo, with a lot of magic on top of that."

"Now's not the time, plus does it really matter?" Peter asked.

"It might," Scott said. "She's gonna start asking, plus Magneto may find out too, if he's really up to something bad, he might try to manipulate her."

"We'll keep an eye out Scott, don't worry about it," Peter reassured, for the moment just relieved that Wanda will be alright.

---

In the Capcom world, Chun-Li is hard at work at her desk, still looking for any sign of Wesker and his team, trying to think of all the worlds he could have gone too. She's attempted to make contact with these worlds, but no luck.

"Chun-Li?" Carlos said, approaching the fighter.

"What is it Carlos? Unless you have any leads I can't really talk now," Chun-Li said, not taking her eyes off her work.

"Well I don't, but this seems important," Carlos said, then gestured over to Sunset Shimmer. "We have a guest."

"Sunset Shimmer?" Chun-Li said. "Please, come on over."

Sunset had approached Chun-Li, giving a slight bow of respect. "It's great to see you Chun-Li."

"Feeling's mutual, what brings you here," Chun-Li asked.

"Princess Celestia sent me," Sunset Shimmer said. "We've been having trouble in our world as of late, several villains from the Marvel world had attacked."

"Is everyone alright?" Chun-Li asked.

"We're fine, Peter and his friends kept us all safe," Sunset Shimmer said. "But Princess Celestia is worried because these things happened at such a frequent rate, she believes a master mind is behind it all. She sent me here to see if whoever is doing this might have come from this world."

"That might be Wesker," Carlos said. "He's probably out for revenge. It was only a matter of time before he turned up again."

"I won't disagree with that notion," Chun-Li said. "Sunset, if you can, tell me all the information you know."

"Gladly," Sunset said. "Though, shouldn't the others be here? Like your friends and teammates?"

"I don't see the need to pester them, they're all quite busy with their own tasks," Chun-Li said. "I can pass the information to them later."

"Uh, yeah, that makes sense," Sunset said, lightly kicking her feet. "I mean, they have their own tasks to get to after all, like the demons, and the B.O.W.s, and the Street Fights..."

"I know you want to see Ryu, unfortunately that's easier said than done," Chun-Li said. "He travels a lot, mostly on foot, and he doesn't really carry around a cell phone."

"Can't even send the guy a letter," Carlos said. "He's always on the move, looking for a way to prove himself."

"What is he trying to prove?" Sunset asked. "I mean, he's very powerful isn't he?"

"He just likes self improvement," Chun-Li explained. "It's what drives him to be his best, a very admirable trait if I may say so myself."

"Helps him self-reflect too," Carlos said. "Clear his mind of his troubles, which he really needed after our world invaded yours."

"I think everoyne needed to clear their heads, three worlds clashing like that overwhelm anyone," Sunset said.

"It's beyond just that, it's about his rivalry with Peter," Chun-Li said. "We all remember he wasn't the nicest person at the time, which is really unusual for him."

"Why is he so bothered by it?" Sunset asked. "He made a mistake, Peter already forgave him, he just got a little prideful, everyone did."

"Chris being too prideful, makes sense, he's a bit nuts from all the zombies he had to fight," Chun-Li said.

"It can drive a person mad seeing all that destruction," Carlos admitted.

"Dante being too prideful makes sense too, he's all about being strong and can be a smart-mouth, though I'm convinced he makes his jokes to hide his pain," Chun-Li said.

"Huh, just like Peter," Sunset said. "From what both of them have told me about their lives, neither of them are that different from each other."

"Dante is more similar to Peter than he seems to realize, Chris almost is as well, maybe that's why they couldn't really get along," Chun-Li said.

"Dante especially, he hates anyone who talks more than he does," Carlos added.

"Now Ryu being too prideful is just too unlike him, he always shows respect to others, at least if they're good at heart, like Peter is," Chun-Li said. "He's worried about the Satsui No Hadou."

"Satsui No Hadou?" Sunset asked. "He's mentioned it before, I think he compared it to Nightmare Moon."

"They're nearly one in the same," Chun-Li said. "Ryu struggles to keep it contained within him, he's worried that one day it'll fully consume him, ridding Ryu of his humanity."

"That does sound scary, turning into a monster like that," Sunset then remembered when she too had turned into a demonic entity, not the most pleasant experience.

"He's seen it happen to another, a warrior named Akuma," Chun-Li said. "He too learned the art of the Hadou, and let the Satsui No Hadou completely consume him. His thirst for power transformed him into a monster, to which afterward he killed his sensei. Years later Akuma went after the life of his own brother."

"Master Gouken," Carlos explained. "The man that trained Ryu and Ken."

"Akuma's ultimate goal, at least from what Ryu gathers, is for Ryu to also be consumed by the Satsui No Hadou, so that Akuma may get the worthy battle he desires," Chun-Li explained.

"He basically wants a fight to the death with Ryu at both their strongest," Carlos said. "And in Akuma's mind, Ryu can only be at his strongest if consumed by the Satsui No Hadou."

"That's terrible," Sunset said. "What good can come from giving up who you are?"

"That's why Ryu's worried," Chun-Li said. "He told me he felt so driven to take down and defeat Peter, to prove himself superior, he almost lost a sense of who he was and let his jealousy cloud his judgement."

"He doesn't want to be that person again, so he's taking measures," Carlos added.

"Isn't there a way to extinguish the darkness in him?" Sunset asked. "Even Luna was able to expel Nightmare Moon."

"We're not sure," Chun-Li answered. "I wish I could tell you more but I myself don't fully understand what he's going through, and he really isn't want to talk about his troubles."

"Yeah we only know this stuff mostly from his best friend Ken Masters, and whatever Chris and Dante could squeeze out of him," Carlos said.

"Hm, where does Ken live if I may ask?" Chun-Li asked.

"He lives somewhere in the west coast of America I believe," Chun-Li answered. "You've been to America correct?"

"In the Marvel world, yes," Sunset answered. "Mostly New York City."

"Our world isn't too different than Marvel's aside from certain cities and countries," Chun-Li said. "But if you've only been to New York then you're still gonna have trouble navigating. If you ever want to see Ken I can have that arranged. He travels too but he never stays away too long since he has a son at home that needs him, so he's easier to get in contact with."

"Are you gonna ask him about Ryu?" Carlos asked. "I'm amazed at how concerned you are, I mean we all like him but you seem extra attentive to him. What's the reason for that?"

"It's nothing, really," Sunset said, hiding a faint blush, which did not go undetected by Carlos or Chun-Li.

"Alright, we'll leave you to your reasoning," Chun-Li said. "I'll be more than happy to assist you with whatever you may need, but first how about that recap?"

"Right, sure thing," Sunset said, taking a seat besides Chun-Li, ready to explain everything.

Elsewhere in the Capcom world, Ibuki is throwing her shuriken at a target that resembled Logan, getting perfect strikes each time.

"Just you wait Wolverine," Ibuki said. "Soon I'm gonna defeat you and prove my worth as a martial artist."

She wasn't the only one, Makoto was striking hard at a punching bag that had a picture of Peter, relentlessly attacking it.

"Once I defeat Spider-Man, I can bring the highest honor to my Dojo," Makoto said, striking it more. "It'll be a matter of time before Rindo-Kan Karate is the top martial artist dojo in the world! Even Ryu and his fancy Dragon Fist technique willl look like an ant compared to a tiger!"

Both girls had continued their training, both ready to test themselves against two powerful warriors. Soon Strider would reward their efforts, but only after he sees a bit more improvement from them.

Truthfully, he doesn't expect them to win their fights, but it's not about winning. This is about them testing their abilities and reaching their next level in power.

---

Meanwhile back in Tartarus, Discord was back on the job, looking for the next batch of chaos he could spring on Equestria. Of course as per the usual, he kept a close eye on everyone, gauging his plans to be perfect without going too overboard. He doesn't want the fun to end just yet, and he's gonna stretch this out as much as he can.

"Let's see now, so many to pick from, but who can I get as an appetizer rather than an entrée?" Discord wondered. "After Mysterio, Annihilus and Mordo, our friends could use a little reprieve and some lighter work."

"Why can't we just destroy them now?" Shocker asked, getting Discord's attention. Discord turned to see him and Sonata, unsure if this is intentional or more coincidence.

"Because that would be no fun," Discord said. "Plus my goal really isn't to destroy them, just create chaos. It is my nature after all, I do my best to remain neutral."

"Didn't you try to take over Equestria though?" Sonata asked.

"Well it seemed fun, plus it was the only way to truly let Chaos reign supreme," Discord said. "With Spider-Man around, and his world having much more access, I can still have my chaos without doing all the work myself."

"Well those guys are getting impatient, as am I," Shocker said. "I still don't see why we have to wait like 2-3 more years."

"Because you think too small Herman," Discord said. "That's why you're a hired thug rather than a genius mastermind."

"Hey, I can run my own group if I wanted to, I got the smarts!" Shocker said, showing off his gauntlets. "Who else can do the damage I can with these things!"

"Wow, great point, your little air compressors," Discord said, not even trying to hide the sarcasm.

Shocker shook his head in annoyance, "What does a guy have to do to get a little respect around here?"

"Don't worry Hermie, I still like you," Sonata said.

"Oh buzz off," Shocker said, turning around to leave, Sonata confused by his reaction.

"He's always so grumpy," Sonata turned to Discord. "Maybe we should act sooner, Adagio's been getting impatient as well."

"Tell her it will be worth the wait," Discord said. "After all, we have Spider-Man, The Avengers, The Fantastic Four, The X-Men, The Elements of Harmony, The Princesses, The Wonderbolts and the Capcom Warriors to consider here, I want to get as many on our side as we can get, and I'm not just stopping at the Marvel World, because I have plans from The Capcom World and The Dragon World as well, plus with Sunset and Chun-Li working on their portals, I may have more worlds to pull from."

"Wait, if more portals open...wouldn't that also mean more heroes?" Sonata asked. "You might be making things harder, so I don't really see the sense of letting them have that advantage."

"Huh, that was very insightful of you," Discord said, somewhat surprised. Looks like this girl does have a somewhat functioning brain, "You are correct, I am running a risk, I mean the Marvel Heroes and Capcom Fighters might be stronger than I anticipated, the Elements might have a surprise or two, the Saiyans might betray me, and I can't account much for any other heroes, but there's one thing that I always consider when trying to make sense of things."

"Really? What's that?" Sonata asked.

"There's just no fun when things make sense," Discord answered. "The unpredictability is what makes it great!"

Sonata wasn't too satisfied with that answer, it seemed like a cop out from Discord, "Well just be careful, it's me and my friends that are gonna risk our lives out there after all."

"Don't worry, if anything happens I can pull you to safety, see I've grown fond of you and our friend Herman, and any friend of yours or his is a friend of mine," Discord reassured. "I promise nothing bad will happen to anyone you deem a friend."

"Hmm, well, I guess I can trust you, after all you did save me and my friends from banishment," Sonata said. "I just wish we could do something about our boredom."

"Give me time, maybe I'll send you all on a glorious adventure soon," Discord said. "This way you can bond as a team and get stronger!"

"That does sound fun," Sonata said. "Alright, I'm in!"

"Good..." Discord said. "Now run along dear, and tell all your friends the fun bit of news I just gave you."

"Okay," Sonata said, trotting off to find her friends, as Discord went back to his Crystal Ball.

"She's too pure sometimes, weird to say about a Siren," Discord said, searching around until he found his next guy. "Oooh, this one looks perfect for a, Task, I had in mind." Discord giggled at his own pun as he went to work.

Author's Notes:

Few more arcs to go before the story's end, at least this portion. Many more cameos and appearences to come.

Fading Trust and Darkness

In the Capcom world, just beyond the portal leading into her office, Chun-Li had placed down a cup of tea she had prepared for herself and Sunset, little concerned by the events she had told her.

"So a handful of Peter's villains attacked huh?" Chun-Li summarized. "Along with a few others."

"From what I've been told, there are many more powerful villains that can pose a threat," Sunset said.

"Yes, and it seems like you're letting one live in your world," Chun-Li said. "I really hope you're keeping a close eye on Magneto, he's caused trouble in our world as well as his."

"We are, Cyclops was very adamant about that," Sunset expained. "Celestia's just very concerned by all this, I mean this is the reason she didn't want the portals between these realms to be opened after all."

"She originally didn't want the realms opened?" Chun-Li asked, placing her tea aside. "This is new to us."

"Sometime after your tournament with the Marvel Heroes, Celestia told them they had to go home forever," Sunset explained. "Twilight didn't want that to happen since many of them had fallen in love with her friends, so she took it upon herself to make sure they stayed."

"I take it she's not very trusting of other worlds," Carlos said, leaning against a nearby wall.

"She isn't really, she won't say it but she doesn't fully trust that the Marvel Heroes will keep Equestria safe, though the reason why she continues to allow the portals to stay open is a bit of a mystery," Sunset said. "Some believe it's to save face since the heroes are so popular, some say it's to prevent a panic, that if Celestia can't trust the heroes, can anypony trust them."

"Who are 'some' if I may ask?" Chun-Li said.

"Mostly the guards, just some gossip usually," Sunset said. "Nothing major."

"Really don't think anypony should be gossiping about their world leader," Carlos said. "That just doesn't sound smart."

"Celestia doesn't rule over the world, just Equestria," Sunset said. "It's more of a country rather than a world, there are parts even I don't know about."

"So what do we call that world then?" Carlos asked. "For a while we've just been calling it 'Equestria'."

"We'll worry about that later," Chun-Li said. "I don't know why Celestia is so mistrustful of other worlds, I mean I know they have danger, but doesn't yours? Like this King Sombra fellow?"

"Well, he's dead, but yeah we've had our share of trouble," Sunset said. "I mean Wesker even got one of our own to help with his plan, who's to say more can't turn on us like that. I can't say for sure if the villains are a major reason for her lack of trust, but I personally feel like there's one reason she'll likely never send the heroes away."

"Oh? What would that be?" Chun-Li asked.

"Rumor among the guards is that she's in love with Captain America," Sunset explained. "And from the way she behaves around him, I can definitely see that as a possibility."

"Oh, more Pony and Human relationships?" Chun-Li asked. "Seems like Marvel Heroes are popular among pony girls, and one dragon boy."

"It is funny how that worked," Sunset stated. "First Peter and Twilight, then Johnny and Rainbow Dash, Fluttershy and Logan, we somehow ended up with so many different weddings."

"Too bad we couldn't be there," Carlos said.

"I would have gotten you but I don't think anypony was ready to see Capcom again since your world heavily rivaled Marvel's," Sunset said. "Plus it also would have been a bit difficult accessing your world."

"It's fine, we'll come to the next one," Chun-Li said. "If Celestia and Cap do get together, you know where to find us."

"I'd like to think Celestia wouldn't mind having you," Sunset said. "As long as no one gets too rowdy."

"Are you under the impression we're just a bunch of fight crazy warriors?" Chun-Li playfully asked, getting a nervous reaction from Sunset.

"Oh no! Not at all!" Sunset insisted. "I mean I can believe there are civilized people in this world too, like Ryu for example!"

"Don't worry, I'm just teasing you," Chun-Li said, amused by how easily frantic she got. "I know our reputation, that we all crave a good fight. We do enjoy competition but we have other hobbies."

"Even Dante knows when to be chill," Carlos said. "Though I hear he was worse when he was a teenager so I guess now's even better for him."

"Plus things between our worlds have gotten better, and no one on my side would really try anything foolish," Chun-Li said. "I mean I will admit, there are some that still look down upon Marvel or still want to do battle to prove themselves but with Ryu, Chris, Dante and myself around, they won't do anything of the sort."

"Speaking of which, we should probably tell her about that ninja girl who wants to spar with Wolverine," Carlos said.

"Ninja girl?" Sunset asked. "What ninja girl? Who wants to fight Logan?"

"A fellow Street Fighter, her name's Ibuki," Chun-Li said. "She's a ninja currently training with Strider Hiryu, she has the goal of doing battle against Wolverine. Since Marvel vs Capcom started with the X-Men and the Street Fighters, Ibuki belives that Wolverine would be the perfect warrior to test her abilities."

"Why Wolverine and not Cyclops?" Carlos said. "Isn't Cyclops the leader? He gave Ryu a run for his money so we know he's leader for a reason."

"I don't know why she picked Logan, my guess is that he has more experience and is just more well known," Chun-Li said.

"Well I hope this girl is good because Logan is definitely a league of his own," Sunset said. "She helped fight off the Green Goblin after all, he also helped me out when I first switched sides."

"Ibuki's strong but I personally don't think she's near Logan's level, but she'll have to see for herself, telling her won't be enough," Chun-Li said.

"Plus she might benefit from the experience," Carlos added. "It's not like we're sending her off to fight this ultra dangerous creature." Carlos thought a moment. "Well Logan's pretty dangerous when he wants to be but I don't think he'll do anything bad."

"She'll be fine, if she wants to come spar, then she's more than welcome to," Sunset said.

"Oh, tell her about that one girl who wants to spar with Spider-Man," Carlos said.

"There's another?" Sunset asked. "Wait, you're not trying to slowly make another Marvel vs Capcom tournament are you?"

"No, that's not it at all," Chun-Li said. "Wait why? Think they'd be interested?"

Sunset glared awkwardly at the experienced fighter, "Are you serious?"

"Sorry, couldn't help it," Chun-Li said. "We just enjoy sparing with the Marvel Heroes, they really pushed us to our limits each time we fought, every battle made us stronger."

"Not just in strength," Carlos added.

"Yes, they're so unique in their own ways, they offer something much different than one would expect," Chun-Li said. "Especially compared to other worlds."

"How many other worlds have you actually done battle with?" Sunset asked. "Who else was there?"

"Well, there was Namco, specifically all of us battling the King of The Iron Fist warriors," Chun-Li said.

"Which was a total let down," Carlos said.

"It was not!" Chun-Li shot back. "It just had a few bumps in the road but it was still a lot of fun. Plus that team-up Mega Man did with Sonic and his world, of course they got to spar with each other as well."

"Plus that Smash thing," Carlos said. "Ryu and Mega Man showed up and showed those Nintendo guys how it was done, plus the other guests that showed up."

"You mean guys like Cloud Strife, who also appeared at the Equestrian Marvel vs Capcom tournament," Chun-Li said. "I hope I can join the next Smash tournament that comes out."

"Same, though I doubt I'd make it, this Tournament is Invitation only, it's hard enough for warriors in that world alone to get in, for warriors outside that realm, very rare," Carlos said.

"Point is, Marvel, Sega, Nintendo, Namco, they all gave us great challenges, and it's because of each encounter that we grow as warriors," Chun-Li said. "Plus we like seeing other versions of Earth and whatnot, see how things are different."

"That's all so amazing, I really need to get back to opening the portals once more," Sunset said.

"Hey, isn't there another world you should tell Sunset about?" Carlos asked. "The world that has the King of Fighters Tournament?"

"King of Fighters?" Chun-Li asked. "Oh yeah, we call that world SNK...I wish I could remember why, I wrote it down somewhere."

"SNK? I don't believe I've heard of that world," Sunset said.

"Yeah, we haven't really talked about it, weird," Chun-Li said. "It's another world with Martial Artists, but boy are they a lively bunch. The fighters of the World Warrior Tournament, along with some of the Darkstalkers joined to take part of the King of Fighters Tournament, and boy was it an experience. Myself, Ryu and Ken met our greatest rivals outside of Marvel, those being Mai Shiranui, Kyo Kusanagi and Terry Bogard."

"Thinking about it, what would happen if those SNK Fighters spared with the Marvel Heroes?" Carlos asked. "Man, imagine a fight between Spider-Man and Terry Bogard."

"Talk about a dream battle," Chun-Li said. "The Spider vs the Wolf."

"Maybe I should look into that SNK world," Sunset said, then checked her watch. "Oh, I should get back and report to Celestia."

"You have a watch?" Carlos asked. "Didn't think Equestria had those."

"We're not as primitive as you think you know," Sunset said, glaring slightly at Carlos. "Plus I need a watch to let me know what time it is in my world in case of any time differences."

"Makes sense," Chun-Li said. "I have my own work to attend to as well, I'll let you back to your world."

"Thank you for your time Chun-Li," Sunset said, then turned to Carlos. "Good-bye Carlos, I wish you luck on your invitation to Smash."

"Gonna need a lot more than luck, but thanks," Carlos said.

Sunset made her way back to her portal, Chun-Li having thoughts of her own at the moment.

"I might need to contact Celestia soon myself, see if I can fix whatever trust issues she may have," Chun-Li said.

"Hey wait, I think you forgot to mention that Tatsunoko world to Sunset Shimmer when she asked about the worlds we've encountered," Carlos said.

"Uh...kind of don't want Peter to know we've fought other superheroes," Chun-Li said.

Carlos raised his eyebrow in confusion, "But what difference does it make, he thught we were gonna fight Superman at one point."

"Just take my word for this, I mean the difference between Tatsunoko and The Justice League is that Peter at least knows and idolizes Superman, if he hears about this other world I don't know how he's gonna react," Chun-Li said.

Carlos shrugged it off, "I don't get your logic but fine with me, he's your rival , not mine."

"Technically if I had a rival it would be..." Chun-Li thought a moment. "Wait, I don't think I have an official rival...maybe I can ask Miss Marvel to be my rival? Or maybe Captain America!"

As Chun-Li listed the possibilities, Carlos shook his head and walked off, "Weirdo."

---

Back in Equestria, the rest of the Brotherhood were gathered around Wanda in the living room, relieved to see that the poor girl had finally awoken from her slumber.

"Man, can't believe you took on a powerful sorcerer," Avalanche said. "Must have been one hell of a field trip."

"How you holding up girl?" Boom asked, rubbing Wanda's shoulder.

"I've been better," Wanda answered. "Baron Mordo was much stronger than I would have guessed. Though I should have expected better after all I've heard about him."

"Haven't you encountered him before?" Toad asked. "Then again I don't really know much about wizards and stuff so I don't know who you would have met."

"It's weird, we came to Equestria to learn about Friendship and Harmony, yet there have been two villain invasions since we came here," Avalanche said.

"Mysterio, Annihilus, Mordo..." Boom listed. "Who's coming next? Ultron? Loki?"

"With any luck, those two will stay the heck away from Equestria as long as possible," Peter interjected. "Sup everyone, I know you're all worried about Wanda, like good friends..." Peter did an overexaggerated wink, much to everyone's confusion. "But it's getting late and Twilight wants to close our doors for the evening. She needs to prepare tomorrow's friendship lesson."

"Let me guess, more villain fighting?" Avalanche joked.

"Well given what's been happening, I suggest all of you prepare for a villain to show up," Peter said. "This world unfortunately isn't always as happy and peaceful as it seems."

"Then why'd the old man drag us here?" Avalanche asked. "The way he talked it's as if this world was some type of paradise."

"Dude you knew about our world and Capcom's invading this one, what about that gave you the impression this world is any safer?" Peter asked.

"Well it sounds like the only reason it's not safe is because of the villain attacks that came from our world, so if anything Magneto is partially correct," Scott chimed in.

"Dude, go home," Peter said, then turned to the others. "You can see Wanda tomorrow, if your assigned Elements are fine with it."

"You heard the man," Applejack said. "Let's go y'all. Avalanche, we got some more work to do tomorrow, if you finish fast enough you can come see yer friend."

"Ugh, more farm work," Avalanche said, following Applejack and Remy out of the library.

"We have a ton of cakes to bake Boomie, it'll be fun!" Pinkie said.

"Can I taste test them?" Boom asked.

"Of course, that's the best part," Pinkie said, bouncing off with Boom and Deadpool right behind her.

"Let's get back to the critters Toad, I'm not too comfortable leaving Laura alone with them for too long," Fluttershy said. "Especially after what happened last time."

"What happened last time?" Toad asked.

"She...got hungry, and my chickens started looking tasty to her, there's still one I haven't found yet, but she's at least been trying to look for it," Fluttershy said.

"Well, maybe I can-" Toad was nudged by Logan, who shook his head, mouthing something to Toad which made him a little concerned for Laura. "I mean...I wish her luck."

"I'm very postive she'll find her, she's got good tracking senses like Logan," Fluttershy said with Logan and a somewhat gloomy Toad behind her.

"Come now Pyro, I'll need your help modeling some scarves," Rarity said.

"Scarves? The hell? Come on how much more modeling do I have to do? It's not manly," Pyro said.

"What's the worry? Bobby models for me too," Rarity said.

"Like I said, not manly," Pyro repeated.

"Dude, wanna turn into a pony sized icicle?" Bobby warned, generating some ice.

"Wanna melt?" Pyro asked, summoning some fire.

"Boys, enough or no dinner," Rarity warned.

"He started it!" Bobby and Pyro said simultaneously, glaring at each other right afterwards.

"I don't care who started it, I will end it myself, now march!" Rarity ordered, pointing her hoof for emphasis with the ice and fire mutants right behind her, bitterly shooting glances at each other.

Last was Pietro, Rainbow Dash and Johnny, the speedster looking quite concerned at his sister. Rainbow Dash caught on of course and nudged him to get his attention, "Hey if you want to stay to check on your sister, that's cool with me."

"Uh, no I'm good," Pietro insisted. "She'll be fine, she's had these moments before and bounced back like nothing." Pietro started trotting off, "She just needs some breathing room, that's all."

Rainbow Dash just followed after Pietro, "If you say so dude."

Johnny wasn't sure what to make of Pietro at the moment, still seems like he's trying to hide his softer side. Johnny knows when a brother is worried about his sister, he could tell Pietro was worried about Wanda but unfortunately the speedster's pride was getting in the way. Johnny might need to teach him a bit more about family and when to drop one's pride and ego.

"Yo Peter, if anything else happens, you know where to find me, Dashie and the rest of our friends," Johnny said.

"Well yeah, we all live in the same town, we see each other everyday," Peter said.

"You know what I meant bro," Johnny said, a smug look on his face. "Just keep an eye on things."

Johnny joined Rainbow Dash and Pietro on their trot back home. Scott also started making his way home as well.

"Well I guess I'll be seeing you tomorrow, tell your family Your Friendly Neighborhood Ant Man says 'bye'," Scott said, trotting away.

"Yeah I'll..." It took a moment for Peter to realize what Scott had said. "H-hey don't steal my catchphrase! I have lawyers!" All that was heard was Scott's mocking laugh as Peter groaned in annoyance. "Better not start spinning webs anytime soon...then again Ants don't really do webs so I have nothing to worry about."

"You know, for insect based heroes, you don't seem to get along that well," Wanda said.

"Spiders are arachnids, not insects, common misconception," Peter explained. "Of course Scott being an Ant would make me the dominant predator, making us even less likely to get along."

"Uh, sure, alright Spider-Man," Wanda said.

"It's Peter, you can call me Peter," the web hero sat beside Wanda. "So, crazy day right?"

"I still have a major headache," Wanda said.

"Well you did exert a large amount of power, I know even Twilight can get exhausted after something like that," Peter said. "Or she did at first, now she's got a better handle of it, especially after becoming an Alicorn."

"How do you become an Alicorn?" Wanda asked.

"Uh, not sure really, Twilight got her wings after figuring out some ancient spell from a guy named Starswirl," Peter said. "She's not the only one who transformed, Cadance did too, the girl from the Cystal Empire, but she had to do something different. Celestia and Luna I think were also born as regular ponies, but they transformed like thousands of years ago so I have no idea how that happened."

"So it's a Transformation, you can't be born an Alicorn?" Wanda asked.

"Usually no, the only exception being my adorable little niece Flurry, Heart" Peter said. "Of course I once thought Luna and Celestia were born Alicorns, then they looked so surprised that Flurry was born as one, which is when I found out they were born as normies."

"So, there are only five alicorns?" Wanda asked.

"Well, in Equestria at least, Thor's also an Alicorn since he's a God in his world, and I think when Wonder Woman came to Equestria a few years ago she was also an Alicorn," Peter said.

"Wait, why was Wonder Woman in Equestria?" Wanda asked.

"She came with The Justice League to see the Marvel vs Capcom tournament we held," Peter said. "It was a pretty big event, heroes from other dimensions came. Sega, Namco, Square, Nintendo...Also call me crazy but some of those guys like video game characters from my world, in fact their world sounds like a video game." Peter tapped his chin, "I wonder..."

"So you and Capcom had one more tournament, amazing how long this rivalry lasted," Wanda said. "To think it started with the X-Men joining that Street Fighter tournament thing. My father teamed with Shadoloo to take both groups down."

"Yeah we heard that story quite a bit, but it is where it all began," Peter said. "I'm just wondering if Capcom's really done, last time Marvel won, and while they were cool with it, I wouldn't be surprised if they wanted another shot at us."

"If they did, would you accept?" Wanda asked.

"Eh, maybe, I'll think about it," Peter said. "I mean, I'm not one to fight for the same reason Ryu would, but I will admit it's fun sparring with them sometimes, at least when they're not being jerks."

"Some of them got too competitive?" Wanda asked.

"I think so, it was so weird, Ryu's always been chill," Peter said. "I mean he's better and has apologized to me, numerous times, but it seems like he himself didn't know what came over him, I'm kind of worried, especially after what I heard from Luna."

"Luna? What did she say?" Wanda asked.

"Uh I never told anyone, but not too long ago she told me she didn't trust the Capcom Warriors because she sensed darkness within them," Peter said. "My guess was that she was talking about Dante, but she kept looking at Ryu specifically when she mentioned it, or she would constantly bring him up more."

"Hm...my father did say there was a man in Capcom that fought similarly to Ryu and Ken, but he didn't seem human, he seemed more like a demon," Wanda said.

"That sounds like Akuma, I barely know the guy but I know he's Ryu's rival, and they have the same style," Peter said. "I wonder...is Ryu gonna turn into someone like that? Is that what came over Ryu during the invasion? Is that why he seemed so worried?"

"Maybe you should contact Ryu, see if you can do anything to help him," Wanda said. "He's probably turning into a monster, and he doesn't know how to stop it."

"Turning into a monster huh? I can relate to that," Peter said, thinking about both the symbiote suit and the brief moment he was overtaken by The Nightmare. "Yeah, I'll try to get into contact with him again soon."

"Oh, one more thing," Wanda said. "Would I be able to see your niece anytime soon? Her name's Flurry Heart right? I know you said she's alright but I'll feel better if I see her for myself."

"Sure thing, I'll talk to Twilight about it but I know she won't mind," Peter said.

---

In the kitchen, Trixie, Twilight, Aunt May and Mayday were putting the final touches on dinner. Aunt May handled most of the cooking with Twilight supplying the recipes and Trixie helping with keeping things sorted.

Mayday was setting the table, wanting to help out her mother, aunt and great aunt. "I'm done mommy!"

"That's good sweetie, mind pouring some drinks?" Twilight said.

"Alright!" Mayday went to grab some left over Apple Cider to give to the family.

"I'm happy that your friend Wanda's doing alright," Aunt May said. "I was worried when she came back as exhausted as she was."

"I'm just as relieved," Twilight said. "I feel terrible for bringing her into that, but my orders are clear, I have to keep Wanda with me at all times."

"Couldn't you just leave her with one of your friends?" Trixie asked. "Does it have to be only you?"

"I didn't want to risk disobeying Celestia, plus Wanda wanted to come anyway, and I figured a little extra help couldn't hurt," Twilight said. "Baron Mordo was very powerful though, Doctor Strange had quite the nemesis. But what matters is she's safe and I can continue being her teacher."

"You do seem to like teaching," Aunt May said.

"I do, I've thought about opening my own school, to teach Friendship," Twilight said. "You know what, maybe that's what I'll do. I'll talk to Celestia first chance I get, maybe tomorrow. I'll start my School of Friendship, the perfect way to bring peace across Equestria."

"That's a great goal my dear," Aunt May said. "I wish you luck on that."

"You might even be able to ask Logan the other X-Men a few tips about running a school and getting the right teachers," Trixie said.

"Oh yeah, Logan himself was a teacher at Professor Xavier's school, that's a perfect idea!" Twilight said.

"What better than friends to help run a school of Friendship," Aunt May said.

"Yeah, you're absolutely right about that May," Twilight said, then heard the oven ding. "Looks like the food's ready, we should let Peter and Wanda know."

"I'll get them," Aunt May saud, then called out to the two. "Peter! Wanda! Dinner's ready!"

"I helped in the kitchen!" Mayday called out from the kitchen.

"Aw, dinner from my lovely wife, my caring aunt, my darling daughter and Trixie," Peter said.

"Don't make sound like a fourth wheel! Especially when you know I hate wheels!" Trixie called from the kitchen.

"Huh? Why does she hate wheels?" Wanda asked.

"I have absolutely no idea," Peter answered. "I try not to question things when it comes to Trixie."

---

At the Storm-Dash home, Pietro is gazing out the window, thinking about his sister and her well-being. In a way, he wishes he was at The Crystal Empire when Mordo invaded, figuring if anything he could have kept a watchful eye over his sister and at least see his power for himself.

"Pietro," Johnny said, getting the speedsters attention. "Look dude, I know you're all about pride, but part of Loyalty is putting your pride aside and being there for someone, and not being afraid of looking weak for it. I know you're worried about Wanda, so just say so."

"What's worrying gonna do?" Pietro asked. "Not really gonna help."

"If Wanda knew you cared then maybe she'll relax more," Johhny said. "Just throwing it out there bro, happy sister might mean less danger, I wasn't there to see what happened but I sure as hell would think you wouldn't want to be on the other end of that."

As Johnny went to his room, Pietro had thought over what he was just told. Maybe he could lighten up around his sister, at least bit by bit.

---

Pietro wasn't the only one thinking about Wanda, as Magneto back in Canterlot was floating over the city, gazing in the direction of Ponyville.

"Wanda..." Magneto felt some concern for his daughter, but at the same time, very curious. He knows that Mordo is a powerful being, to know his daughter had taken him down really raised his curiosity toward his daughter's true power.

"Hey, if it isn't my good buddy Eric Magnus," Discord said, popping into view.

"Do not call me by my birth name so casually," Magneto said.

"Wow, what is it with you Supervillains not wanting to be called by your own name, just like old Herman...or should I say 'Shocker'," Discord said. "Even Osborn was alright being called by his name."

"I really couldn't care less Discord," Magneto said. "Now tell me this, was it you who allowed Baron Mordo access to this world?"

"Oh yeah, guess you would have found out about that," Discord said. "I really didn't expect your daughter to get caught up in that fight. I mean after Mysterio and Annihilus...neither my doing, at least not entirely my doing, I figured that Wanda and her friends would want to stray away from danger."

"Well given that Wanda is tasked to always be around Twilight Sparkle, and the Empire that Mordo attacked belonged to her older brother, it stands to reason that Twilight Sparkle would of course venture out there, and that Wanda would of course accompany her," Mangeto said. "Sounds like poor planning on your part Discord."

"Eh...alright you got me there," Discord said. "Maybe it was a foolish idea to do that."

"Yes, perhaps, or perhaps it was pretty ingenious," Magneto said, much to Discord's confusion.

"Wait, are you dissatisfied or pleased?" Discord asked.

"While I am of course worried about my daughter, this was actually a good way for her to test her abilities," Magneto said. "In fact both villain battles have been perfect for testing the abilities of my pupils."

"So you're alright with me allowing more villains to join in on the fun?" Discord asked. "I mean I still have some recruiting to do, and these fights have been a good way for them to audition for my grandest show."

"Do what you please, just make sure no harm comes to my children," Magneto said.

"Very well, I'm off," Discord then snapped away, Magneto making his way back down.

The following day seemed like the perfect day for many in the different realms. Ibuki and Makoto were continuing their training, Twilight was making plans to go to Canterlot and finally get her school set up, Pietro was considering what to do regarding his sister, and Discord was making plans, as usual.

"Time for the next part of the show to begin," Discord said. "Alright Mr. Masters, are you ready?"

"It ain't Mr. Masters," a man in a skull mask said, making his way through the portal. "It's Taskmaster."

"Gee, didn't see that coming," Discord joked, then flew through the portal, the next fight about to begins.

A New Task

At Sugarcube Corner, Pinkie and Boom are hard at work, at least Pinkie was, in preparing some sweets to fill out an order.

"Alright so the cupcakes are for Lyra and Bon Bon, the flat cake is for Cherilee, and the lemon muffin is for Derpy," Pinkie said.

"I heard her name is actually Muffins, where did Derpy come from?" Boom asked.

"The internet," Pinkie answered. "Now hurry and apply the frosting, a proper decoration is part of the experience after all."

"You're the boss," Boom said, going back to decorating the cake. "Wow you really like your job, don't you?"

"Of course, it's fun!" Pinkie said. "Sweets make so many ponies happy, and I'm all about serving up smiles!"

"Yeah, smiles, sounds fun," Boom said, not hiding the sarcasm.

"Hehe, you almost sound like my sister Limestone," Pinkie said.

"Speaking of sisters, are we still gonna see yours?" Boom asked. "That Maud girl I mean?"

"Totally, we'll pass by later," Pinkie said. "Just as soon as we finish up the rest of these orders!"

"Yo Pinkie! We're gonna need a full tray of crumb cakes!" Deadpool called out. "Octavia's pretty hungry!"

"On it Wade!" Pinkie said, heading toward the oven with some other goods. "Boomie, get started on those for me will ya?"

"You're the boss," Boom said, trotting toward the table.

---

At the Parker-Sparkle home, Twilight is getting ready to leave for Canterlot, with Peter and Wanda right beside her. Twilight was ready to present her desires to Celestia about opening a school, being fully prepared to do so.

"We'll be gone a few hours Trixie, I trust you can handle things during that time," Twilight said, using magic to grab some notes she prepared.

"Of course I can," Trixie assured. "Mayday is no trouble."

"And I can help," Scott said, walking toward Trixie.

"Why are you even here? Twilight isn't holding a Friendship Session today," Trixie said.

"Honestly, I'm kind of used to coming by Twilight's house, plus it's also a library, so it's public access," Scott explained.

"Scott does check out books usually," Twilight said. "Which reminds me, your last book is due back tomorrow."

"What? I thought I had another week! I still have like five more chapters," Scott said.

Twilight curiously raised her eyebrow, shrugging it off, "I can extend it by an extra week then, but try not to make a habit of this."

"You're officially the best Princess Librarian," Scott said. "And the only one to my knowledge."

"The Princess of Librarians," Peter joked, getting nothing but eye roles from Twilight, Trixie and Wanda.

"You and your fails," Scott joked.

"Least I put a better effort than you," Peter said with sass.

"Let's just hurry on, I want to meet Princess Celestia sooner than later," Twilight said. "Might be hard since she's not expecting me, usually Spike would send her a letter to alert her to my arrival, but he hasn't been home in quite some time."

"Yeah, starting to miss the little guy," Peter said. "Hopefully he'll be done with his training soon."

"I doubt it, he has a lot to make up for according to what he and Janet told me last time he was here," Twilight said. "But he might take some time off, he does have to rest his body and mind."

"Yeah, I mean it's Spike, dude's lazier than I am, he'll be home soon," Peter said.

"Peter, nopony is lazier than you, Spike at least doesn't sleep until noon," Twilight pointed out.

"Hey I earn my laziness at least," Peter said. "A superhero needs their rest after all, that way they can be super efficient."

"Yeah, sure thing Peter," Twlight said, getting a bit annoyed. "Just hurry up, I don't want to get there too late, you know how I hate tardiness."

"You know you can just teleport, you'll be there in like two seconds," Peter said. "Or I can swing us there, we're way faster than trains."

"There isn't much to swing from Peter," Twilight said. "And I don't think Wanda would want either method."

"Teleporting makes me a bit nauseous," Wanda said.

"Alright fine, we'll take the train," Peter said, then turned to Scott. "We'll be back later, this shouldn't take long."

"Sure thing pal," Scott said, saluting the spider as he along with the two mares made their way to the train station, hoping to get there before it leaves for Canterlot.

"I hope Twilight succeeds in what she wants to do," Trixie said, waving good-bye.

"Same here, that lady deserves it," Scott said. "Should be a fine school too, interesting as well. A School that teaches Friendship, that's something the world needs more of."

The two had made their way into the Parker-Sparkle home, but as one group left, another visitor had arrived, one not so friendly.

---

At the moment over at Sugarcube Corner, the bell alerting Deadpool to his presence as he quickly grabbed a pen and paper. "Welcome to Sugarcube Corner, can I get something...wait why do you look familiar?"

"I'm actually here to deliver somethin'," the pony said, sporting a thick New York accent. "An ass-whooping all the way from Earth!"

The pony then knocked Deadpool with a viscous punch, the pony landing on a table where Lyra and Bon Bon were eating.

"Oh sweet Celestia!" Bon Bon shouted, running out the restaurant with her marefriend, other ponies in the store following suit. This got the attention of Pinkie, Boom and the Cake Family.

"What's going on out there!?" Mrs. Cake asked, before noticing a pony with a skeletal looking face and a white hood. "Who in the world?"

"Hey! What did you do to my husband!" Pinkie asked.

"If you're smart, you'll bolt the hell outta here!" the pony said. "I got some business with this punk husband of yours!"

"Wait, I think I know you," Deadpool said, standing up. "Taskmaster? Holy shit I can't believe it's actually you!"

"Glad you recognize me," Taskmaster said, bringing out his sword. "Too bad this reunion will be short lived."

"Oh no you don't!" Pinkie shouted, jumping on Taskmaster's back and bopping his head. "You get away from my husband!"

"Hey get the hell off me!" Taskmaster shouted, tossing Pinkie Pie off. "I'll get to you later, first I gotta-"

Deadpool took the moment to kick Taskmaster across the face, then rushed in and rammed him out of the bakery. "Pinkie, go keep the others safe, I'll take down that Bone Head over there." Deadpool chuckled to himself, "Heh, bone head, it's funny because his face looks like a skeleton's."

"Sure thing Wade, but before I forget," Pinkie said, then rushed to the back to grab something. "Here you go!"

She tossed Deadpool his swords and guns, the ninja quickly grabbing them.

"Sweet, now to go kick some ass...for justice!" Deadpool shouted, rushing out the door. "Taskmaster!"

"Don't gotta shout, I'm right here dumbass," Taskmaster said.

"Too bad! Over the top shouting is what makes fighting fun!" Deadpool exclaimed, then brought out his swords. "Alright, let's do this!"

"Good, might have been boring if I took you out too fast," Taskmaster said, holding out his own sword. "Hope you're not rusty."

"Quite the contrary, I'm Ruster!" Deadpool said, much to Taskmaster's confusion.

"The hell does that even mean?" Taskmaster asked, then quickly blocked a sword strike from Deadpool.

"It means you're going down...all the way to town!" Deadpool shouted then kicked Taskmaster in the face.

"Annoying as ever, that hasn't changed one bit has it?" Taskmaster said, then rushed in, clashing his swords with Deadpool.

"It's my signature style!" Deadpool parried Taskmaster's sword away but the mercenary did a quick 180 and kicked Deadpool on the side of his face. Taskmaster then thrusted the sword into Deadpool's chest.

Normally that would be detrimental to a foe, but for Deadpool, it just pinched. The ninja hero knocked Taskmaster back and pulled the sword out of his chest. "That hurt like hell, good thing I'm basically immortal."

He tossed the sword back toward Taskmaster, but the trained fighter was able to knock it up into the air and then jumped up to grab it. "Even you have your limits."

"Before we continue, three questions. One, how did you get here? Two, how are you already so good in pony form? Three, who hired you to kill me?" Deadpool listed.

"In order, I took a portal, I took sometime to analyze pony movements and compared them to human movements so I can maintain my groove, and I'm not hired to get you per say, I was just told to come here, fight a hero and raise some hell," Taskmaster said. "I just started with you because well, you were one of the only guys I recognized here, and you do give me a challenge, so I thought this could be fun."

"Aw, how thoughtful, so there are still those in Marvel Earth who remember Deadpool, I feel so touched," Deadpool said. "Not as good as the way Pinkie touches me, but similar."

"Alright, any other time I wouldn't care much for your perverted comments about women, but can you not talk about how a horse gets you going?" Taskmaster said.

"She's a pony, not a horse, ponies are cuter!" Deadpool said. "Also, too bad bitch! Pinkie's my wife and I love her more than I love my guns."

"Yeah, I'm putting an end to this, right now!" Taskmaster rushed in and attacked Deadpool again with a sword strike, the merc with a mouth quickly blocking and rolling back, rushing back in and clashing his katanas against the long sword.

This fight started to attract attention from nearby citizens, all of whom were worried about seeing yet another villain in Ponyville, a strange looking one at that. Thankfully one of the heroes was already on it, even if that hero was Deadpool.

Pinkie had rushed out of Sugar Cube Corner once she deemed it safe to check on Deadpool's fight, keeping far enough distance to make sure she doesn't become a liability. "Go get him honey!"

"Ugh, you're wife's back!" Taskmaster said, distracted long enough to take a punch from Deadpool.

"She's a great support, and she's also best pony," Deadpool said.

"But, can she fight!" Taskmaster rushed at Pinkie, sword in hoof. "I heard about her being a legendary pony, but she looks like a normal...hey what the?"

"Eat confetti party pooper!" Pinkie shouted, having pulled out her party canon and blasted Taskmaster across Ponyville.

"Ha, most heroes would worry about the bad guy going for their loved ones," Deadpool said as he saw Taskmaster fly. "But for guys like me, the bad guys should be worried for even thinking of crossing our wives."

Taskmaster crash landed on a kiosk, shaking off the blast he received from the canon. "Where the hell did she even pull that canon from? That pony's freaking weird." He started standing up, accidentally crushing a few apples as he did so, "Ugh, now I got apple slime all over me."

"Ah beg yer pardon!" He heard. He turned and saw an unhappy Applejack, glaring right at him. "You just messed up our Apple Stand! How you planning to pay fer the damages!?"

"Yeah pal!" Apple Bloom interjected. "Between the stand and the apples, yer looking to pay a hefty price."

"Eeyup," Big Macintosh added, staring down Taskmaster with his sisters.

Avalanche, who was trying to pick up some of the apples, just stared briefly at Taskmaster, trying to figure out who he is. He knows he's seen that face before, or rather that mask.

"Sorry, I ain't got cash, put in on my tab," Taskmaster said, brushing them off, about to make his way back to his fight with Deadpool.

"You mean your dirty thug money?" He heard, this voice sounding more Cajun. "I know who you are, Taskmaster."

Taskmaster turned to greet the pony, "Remy Lebeau, or do you prefer Gambit? I heard you were here too."

"You heard correctly mon ami," Remy said. "Like my lovely wife said, you owe her for the damages."

"Wife? You married a horse too?" Taskmaster said. "All this time I thought Spider-Man was the only one, then I hear Deadpool talking about his lovely wife and now you. Guess that weirdo goat guy wasn't pulling my leg after all."

"Weirdo goat guy?" Applejack said.

"I would appreciate you not calling my wife a 'horse', unless you're looing for trouble," Remy said, bringing out his staff.

"Come on, you really wanna bring a stick to a sword fight?" Taskmaster asked, bringing out his sword.

"Applejack, Apple Bloom, Big Mac, get to safety, I got this," Remy said. "Avalanche, you go with them."

"Hold up, you ain't doing this alone," Applejack said. "I'm helping too. Big Mac can take Apple Bloom and Avalanche to safety."

"Hey I'm not some helpless kid, I could help if I wanted to," Avalanche complained.

"Ah bet you could, but I'd rather you not get into a fight right now," Appejack said. "Just go with mah brother and sister!"

"Can't I help too?" Apple Bloom asked.

"Nope," Big Macintosh said, dragging his sister off by her tail, Avalanche reluctantly following after them.

"H-hey!" Apple Bloom shouted. "I'm sixteen and ah still don't get to do nothing!"

"Age don't equal experience lil sis," Remy said. "Let us handle this poser!"

"This should be good, let's see if you can put up a halfway decent fight!" Taskmaster shouted, going for a sword strike. Remy quickly dodged and whacked Taskmaster with his staff, but that wasn't enough to keep the man down and he knocked Remy back with the helm of his sword.

Applejack rammed into Taskmaster, but he retaliated with a punch to the farmer girl. However she quickly rebounded with a buck kick to his face, knocking him toward Remy who proceeded to whack the villain away with his staff.

"Pick a card!" Remy said, tossing a few kinetically charged cards at Taskmaster.

"Go Fish!" Taskmaster shouted, grabbing his gun and shooting the cards out of the air. He then put his gun away and quickly brought out a bow and arrow. "Heads up!"

Taskmaster fired an arrow at Remy, which he knocked out the air with his staff, same with all of the following arrows. Applejack took the time to lasso Taskmaster, but the trained fighter wasn't going down that easily. He pulled hard to knock Applejack off balance and aimed his gun at her.

Fortunately Remy was quick to knock the gun out of his hoof and whacked Taskmaster in the face with the other end of his staff.

"Starting to piss me off here!" Taskmaster shouted, slashing at Remy with his sword, the card fighter narrowly dodging. Applejack rushed to attack again but Taskmaster leapt over her, and by the time she noticed and turned around, she took a kick to her face.

"Better change up your strategy," Taskmaster said, then quickly dodged an attack from Remy and punched him away. "Your moves aren't hard to pick up!"

Applejack reached for her lasso again but Taskmaster beat her to it, rushing over to kick the mare to the ground.

"Damn, I forgot he can memorize someone's movements just from seeing them once," Remy said.

"He can what now?" Applejack asked.

"You heard the man, I got photographic memory, I just gotta see something once and I'll remember it forever," Taskmaster said. "Including your techniques."

"Memorize this!" He heard Deadpool shout, then quickly turned around to block a sword strike. "Huh, guess he saw that coming."

"Next time don't shout like a maniac," Taskmaster said, kicking Deadpool away.

"Aw, but that's the fun part," Deadpool whined.

"So is this!" Taskmaster shouted, leaping into the air and aiming his arrows. "Time to make it rain!"

He began shooting down arrows all over the place, everypony ducking to take cover. Applejack wasn't too lucky, as she took an arrow through her foreleg.

"Ow! Dang!" Applejack shouted, falling over in pain.

"Cherrie!" Remy quickly rushed over to his wife. "Oh God, don't worry I got you."

"Let your guard down!" Taskmaster shouted, rushing over to Remy with his sword. Luckily Deadpool blocked the attack with his swords.

"Now who's shouting like a maniac?" Deadpool taunted, then punched Taskmaster back. He aimed his gun to finish off the villain but Taskmaster was quick to toss a nearby leftover apple at Deadpool's gun, knocking it out of his hoof and followed up with a kick to his face.

Remy was furious though, while Taskmaster was getting ready to attack again, Remy had viscously whacked the mercenary in the face, twice with his staff and then used his magic to surround Taskmaster with cards.

"Crossed the wrong pony pal, take this!" Remy sent all the cards at Taskmaster, resulting in a huge explosion of kinetic energy. Deadpool was quick to pull Applejack away from the force, carefully as to not further aggravate her injury.

When the dust settled, Taskmaster was out. Feeling like he won Remy trotted over to Applejack, checking on her injury. "How does it feel?"

"Not good, but it's nothing ah can't come back from," Applejack said. "Ah mean, I took worse damage when Vega and Shocker came to Ponyville years back, but you remember that since you were there."

"Oh yeah, that was rough on everyone," Remy said. "Heh, all these villains and the closest we got to a reenactment of that was Mysterio and Annihilus, but that just means we're getting better."

"And you have me to help too," Deadpool boasted.

"Well, ah reckon you did, thanks Wade," Applejack said.

"Think nothing of it, I mean, you're one of my wife's best friends, hell you might even be cousins!" Deadpool said. "Plus it's nice actually doing something, feels like I'm just stuck in the background all the time, like Lyra and Bon Bon."

"Sorry if you felt that way, but we all like yah just fine, especially knowing you'll be there to give a helping hoof whenever needed," Applejack said.

"Wow, you mean that?" Deadpool asked. "Well, this is cause for celebration, I learned a little more about the Magic of Friendship. Spike, take a letter."

"...Spike's not here," Applejack said.

"Since when does Spike do what you ask him to anyway?" Remy asked.

"Never mind, I got caught up in the moment," Deadpool said. "So, now all we need to do is-"

Suddenly Deadpool took an arrow to his back, Remy turned and took one to his shoulder, the two heroes instantly downed.

"I'm not done fighting!" Taskmaster said, clearly hurt and bruised, but not ready to give up. He grabbed his sword, ready to continue his battle. "I was given a task, and I don't stop until it's done! They don't call me Taskmaster for nothin'! I'd sooner die than accept defeat!"

He rushed to attack the three, but suddenly Trixie had teleported in front of Taskmaster. "Teacup!"

Suddenly Taskmaster's sword had turned into a teacup, much to his confusion. "The hell is-" He then took a strong punch from the side, knocking him a few feet across. He looked around to see who attacked him but couldn't find anyone. "Who's there!?"

He took a few more punches from an 'invisible' fighter before that fighter grew into pony size, that being the Ant hero, Scott. "Sup bro?"

"Ant Man!?" Taskmaster shouted, he reached for his bow and arrow again but Trixie zapped that away from his hoof. The two then rushed in and hit Taskmaster with a mighty uppercut, one strong enough to finally knock him out for the moment as he landed hard on the ground, not moving an inch.

"Yeah! We did it!" Ant Man shouted, hoof bumping Trixie.

"That's the Magic of Friendship AND Teamwork!" Trixie said.

"Hey, that's great and all, I'm really happy for the two of you," Deadpool said, getting their attention. "But we kind of have injuries here!"

"Gambit! Applejack!" Scott said, rushing over with Trixie. "Taskmaster do this to you?"

"No, Hawkeye just suddenly sucked at his target practice," Remy said. "Of course it was Taskmaster!"

"Don't be salty just because we did what you couldn't," Scott teased, much to Remy's annoyance.

"Alright, let's behave now," Trixie said, turning to the injured ponies. "We'll get you some medical treatment right away. Does it hurt a lot?"

"I can take it, I'm just more worried about my wife," Remy said.

"Ah can take it too Remy, who's got the stronger muscles huh?" Applejack reminded.

"You calling me weak?" Remy playfully asked. "I'm the one guy who can sweep you off your hooves, you got muscles but your will falls to my charm."

"Keep it up and you're gonna feel mah muscles," Applejack joked.

"Well at least they're in a playful mood," Scott said. "Let's get all this cleaned up before Peter and Twilight get back."

"Hey how'd you know to come get us?" Applejack asked.

"Pinkie let us know, she said some weirdo with a skull face came to town and was raising hell," Scott said. "I honestly thought for a moment that Ghost Rider came to town, but Pinkie didn't mention anything about motorcycles."

"Ghost Rider's on our side though," Remy said.

"Yeah, I thought he was finally going after Deadpool," Scott said, much to Deadpool's concern.

"I seriously hope that dude never finds me," Deadpool said, worried about the day the cycle riding hero would show up in Equestria.

"Let's just get you three healed up," Trixie said.

"I don't need healing, my wounds heal on their own," Deadpool said, looking down. "Though they're slower than normal...that might not be a good sign."

That did raise some concern for the others, wondering what this mean for Deadpool. Trixie cleared her throat to speak up. "We'll get you checked out anyway."

"What should we do about Taskmaster?" Scott asked, gesturing to the villain.

"Use mah lasso to restrain him," Applejack said. "We'll talk to Twilight and see what she wants to do."

"I just hope things are going well for her in Canterlot," Scott said, thinking of the mare, who so wanted to open a school in Equestria.

---

Off in the distance, Discord had observed the battle from his Crystal Ball, seeming a bit disappointed. "I thought he'd last longer."

"Guess he's not as good as you thought he was," Sonata said. "He didn't even get to Spider-Mane."

"Even I think Spider-Man would have whooped him," Shocker said. "Kid's grown past Taskmaster by this point."

"Yes, I do believe you make a fair point," Discord said. "Question is, who should I grab next?"

"Someone who can fight?" Shocker said. "Better yet, wouldn't it be better to send everyone out now?"

"No, not yet, there's still so much to keep track of," Discord said. "We still have the potential Changeling Invasion, I have to see if Peter can really talk things out with Queen Chrysalis first. If he can, then we know who else to battle against, if he can't, well that's just another potential ally."

"Who else are you looking to get?" Shocker asked. "Are you gonna keep picking from my Earth? There aren't that many decent guys left, actually most of the other ones are probably too much, even for you."

"Yeah, why not try from Equestria?" Sonata asked. "Aren't their any more here who want to take down the Princesses?"

"There might be, I'll have to look into this some more, right now I know that a mare named Starlight Glimmer might prove to be a valuable ally," Discord said. "Plus that Kai in the Dragon World could come to me with a bit of a push."

"The Dragon World? With those Saiyan guys?" Shocker asked. "You said they won't join us right?"

"In the past, maybe we could have had Saiyans but now, that's really unlikely," Discord said. "Especially after that battle against Majin Buu."

"Majin Who?" Shocker asked.

"Not Who, Buu," Discord said. "But speaking of other words, I think I'm done limiting myself to just Marvel, I might need to pick from Capcom. Perhaps a new Nemesis is in need at the moment, I just need someone to properly lead him...hm, Lead..." Discord grinned from ear to ear. "This is gonna be so much fun!"

Discord snapped away, leaving Shocker with Sonata, both just confused at the moment.

"I'm almost regretting my decision to work with this guy," Shocker said.

"It won't be so bad, but I kind of really want to see that Dragon World, it sounds amazing," Sonata said.

"I don't, those Saiyans sound freaking terrifying," Shocker said.

"Ooh, if only we could go..." Sonata said, looking to Shocker. "Unless..."

"No, whatever you're thinking, don't do it!" Shocker said.

"Oh come on, it could be fun, we'll go see it for just a little bit," Sonata said.

"Not a good idea, they might discover us and then what? We're dead!" Shocker said.

"Well I'm gonna go, you can just stay here," Sonata said, going to find some way to make a portal.

Shocker knew he could just leave it at that, let her be on her own and not worry about this girl whatsoever. But the more he tried not thinking about it, the more his conscious would not let him leave this girl to endanger herself.

"Dammit, I'm suppose to be a bad guy here, I'm getting to soft," Shocker said, then rushed to find the naïve siren. "Hey Sonata, wait up!"

Another adventure was at hand, or hoof depending on the view. Things continue to change for better and worse.

New Nemesis

At the Castle in Canterlot, Twilight, Wanda and Peter had made their way inside, walking through the halls of the giant building.

"I hope Celestia can speak to us on such short notice," Twilight said. "It would have been so much simpler if Spike was still home."

"Maybe we should have sent Scott instead," Peter said. "Make some use out of him."

"I can't burden Scott with something like that," Twilight said. "Well I can, I've done so before, but only as an emergency."

"Well Celestia doesn't mind having you around anyway so it should work out just fine," Peter said.

"I've been meaning to ask, are you related to Princess Celestia in any way?" Wanda asked.

"Huh?" Twilight said, turning to Wanda. "Oh no Princess Celestia isn't related to me, I'm just her apprentice. But she is like a second mother."

"Actually when you think about it, you almost are," Peter said. "Your brother is Shining Armor, who is married to Cadance, who was adopted by Celestia as a niece, so since your sister-in-law is part of Celestia's family that means you are by extent."

Twilight stopped to ponder that, "I never thought of it that way, that means Princess Celestia really is part of my family! Both figuratively and literally!"

"You really seem to admire your Princess," Wanda pointed out.

"Of course, she's really amazing, how many ponies do you know can lift the sun with their magic?" Twilight said. "She even used to lift the moon when her sister wasn't around. She's always very diligent, and takes her job very seriously. She constantly keeps a lookout for any sign of trouble and we can always depend on her if we need help, be it her magic or her motivation."

"Twilight could write essays on how great Celestia is, I wouldn't be surprised if she already has," Peter said.

"Peter, I can write a book on Celestia," Twilight said. "Maybe I will one day actually, it will be my ultimate homage to her."

"Well if she ever retires then I know you'll get started on that right away," Peter said. "If you have time, for all I know she'll handpick you to be her successor."

"Well hopefully I won't have to worry about that for quite some time, if at all," Twilight said. "Running a country seems like too much, even for me. I don't know how Celestia does it, she never seems to let the stress get to her, she's always so clam and collected."

As the three approached the throne room, they started to hear the sounds of bickering and disagreements. Quickly they rushed into the room to check on what was happening and found both Celestia and Luna arguing about something.

"How could you say I never appreciate you when you yourself have never stopped to notice all that I do!?" Luna asked.

"So you put up flowers, that doesn't take as much effort as making a buffet of a breakfast for you every morning after your night duties!" Celestia argued.

Twilight and her company looked a bit surprised at what they were seeing. They almost never see Celestia angry, especially at her sister. Well Wanda doesn't know Celestia as well but this did go against what she was told.

"What's going on?" Twilight wondered.

"Looks like they're having a sister fight," Peter said. "Huh, so even the Princesses can argue like siblings."

"It's annoying isn't it?" they heard from nearby. The three turned to see Captain America, looking a bit annoyed and frustrated. "They've been arguing like this for several minutes, this isn't the first time they've gotten into a disagreement, it's been happening a lot the last few days, Celestia is always on edge about something and Luna is well...Luna."

"Is something wrong?" Twilight asked. "What could be causing Celestia this much stress?"

"Might be the villain invasion," Peter theorized. "Or her time of the month."

"Peter!" Twilight shouted. "You know ponies don't go through that!"

"Wait they don't!?" Wanda asked. "That's very fortunate for them."

"Well Peter got one thing right, it might very well be the villain attacks," Cap said. "If any more happen I worry that Celestia may get even more paranoid, probably to Nick Fury's level."

"Dude I doubt anyone could surpass Nick Fury in paranoia," Peter joked.

"Well Celestia's on her way to that mark if we don't find a way to calm her down," Cap said. "Seeing her this distressed is very new to me and a bit unsettling."

"Maybe I can try something," Twilight said, making her way over to the two Princesses, clearing her throat to get their attention. "Excuse me? Luna? Celestia?"

The two Princesses snapped out of their arguing once they saw they had company in the form of Twilight, Peter and Wanda.

"Oh, Twilight, this a surprise," Celestia said, clearing her throat. "What can I do for you?"

"Greetings Princess Celestia," Twilight said with a bow. "Sorry to intrude on you unannounced, but I had an urgent matter that I wished to discuss with you."

"That's quite alright Twilight, you are always welcome in my castle," Celestia said.

"Our castle," Luna corrected, much to Celestia's annoyance.

"Yes, our castle," Celestia corrected. "What did you wish to speak about?"

"I want to open a school in Ponyville, not just any school though, a School of Friendship," Twilight said.

"A school of Friendship?" Celestia asked. "That's quite an interesting request, what could have brought this on?"

"When I do my Friendship Lessons with Wanda, I tend to do it as if I were running a classroom," Twilight said.

"She had an actual Classroom in her library," Wanda said. "There were other ponies too."

"So between that and my friends all doing their own Friendship Lessons, I figured the best thing to do would be to create a school where everypony who's interested can learn about Friendship, expanding Harmony across our world," Twilight explained. "I even wrote a few notes, though I could use your opinion on some stuff, if you don't mind."

"Sure not at all," Celestia said.

"Great," Twilight brought out her cards. "I figured we could have a proper day long session, each of my friends can teach a class related to the Elements we share, plus some regular school material, I just need to find a few teachers, which shouldn't be too hard hopefully. I've even considered asking a little assistance from the X-Men, given they know about running schools."

"That sounds like a great idea," Celestia said. "Peter's quite intelligent himself, perhaps he can also be a Professor."

"I'd love to teach Chemistry," Peter said.

"Peter can do something like that, he can also teach students about the importance of Responsibility, which thinking about it, makes for a good Element in itself," Twilight said. "Though I do need to figure some things out, like when school should start, when to give out tests, even lunch menus, that stuff is all important."

"Ooh, forgot about class start times, hope it's not too early," Peter said.

"Start your day early to get more accomplished Peter," Cap said. "Make sure you go to bed early too, I know it's not easy for a hero to do but it's something you must practice if you can help it."

"Thank you for your Wisdom Captain," Twilight said. "How would you like to be a teacher?"

"I'm not really an academic person," Cap said. "I wouldn't mind doing some guest speaking but that's probably all I can attribute."

"That's fine," Twilight said. "I'll have everything figured out soon, there's a lot of work to be done."

"Is there a guide book on how to run a school?" Peter asked.

"That would be the EEA," Celestia explained. "They're in charge of all education in Equestria, including my School of Magic. If you wish to open a school you will need to consult with them."

"The EEA, should I have heard of them?" Twilight asked. "I feel like I should have heard of them."

"You've never run a school Twilight," Celestia said. "So it's not something you had to worry about."

"Wait, if they're in charge of education, think they'll be mad about Twilight and the others doing their Friendship Lessons?" Peter asked.

"That's just simple tutoring," Celestia explained. "This is an official School that Twilight wants to run. I suggest going to them as soon as possible and see if they're willing to help you move along with your academic plans."

"Though I should warn you, they can be a pretty picky bunch," Luna explained. "They take their jobs very seriously."

"Well Twilight's a Princess that's married to a very popular Superhero, I think they'll listen to her if she wants a school," Wanda said.

"It's not as simple as you might think," Celestia said. "Even a Princess can't do whatever they want after all."

"Really? That sounds kind of bogus," Peter said.

"Would it be better if she were a tyrant ruler Peter?" Cap said. "Be happy that Equestria isn't run like Latveria was."

"Wonder how that place is doing with their 'loving leader' biting the dust?" Peter wondered.

"We'll make an appointment to see them soon, thanks for all your help Princess Celestia, and you too Princess Luna," Twilight said.

"Anytime Twilight, I am always here to help," Celestia said.

"You mean we, sister," Luna said. "She credited me as well."

"Alright, I get the point Luna, do you need your nap because you have been quite cranky all morning," Celestia said.

"Oh that you notice, but you fail to notice anything else that I do!" Luna shouted.

Cap groaned in annoyance, he grabbed his shield and slammed it hard on the ground. "That's enough, you're royalty, act like it!"

"She started it!" Both sisters said, pointing and glaring at each other.

"Well I'm ending it! I'm tired of you two behaving like children! You're suppose to be upstanding ponies, you need to set a better example!" Cap said. "Luna go take your sleep, you're very exhausted and you need to be well rested, Celestia you go attend to your own royal duties, you have an opening to attend to." Both Princesses muttered in agreement, though still felt somewhat annoyed. Cap turned to Twilight, "You should get going yourself."

"Yes, you're correct, thank you Captain, I'll see you another time," Twilight said.

"Feel free to stop by whenever you wish," Twilight said. "I miss your update letters, I know Spike's away so he can't send them to you but don't let that stop you from coming."

"I won't, good-bye Princess Celestia," Twilight said, walking off with Peter and Wanda.

---

Once on the train, Twilight began mapping out everything, figuring out what she was going to say once she got to the EEA. Peter just napped on the way home and Wanda just glanced out the window. She had to admire Twilight's ambitions, she knew what she wanted and went for it, she can respect that in a person, or pony in this occasion.

Once they arrived back in Ponyville, they were immediately briefed by Trixie and Scott about the arrival of Taskmaster, Twilight and Peter's first instinct being to make sure the ponies in the town were alright and not hurt.

"There was some minimal damage to Sugarcube Corner and a few stands, but nothing too bad," Trixie said.

"No one was hurt either, I mean aside from Applejack and Gambit," Scott said. "Deadpool too but he's healed."

"He seemed to only want to take out Deadpool at first, my guess is that the two have an old grudge," Trixie said.

"Deadpool has his own share of enemies, he's really good at pissing people off," Peter said. "I still can't believe Taskmaster showed up, but was he alone?"

"We didn't find anypony else," Trixie said.

"How could he have gotten the technology?" Peter asked. "Dude really doesn't have that type of access...not that I'm aware of."

"We might need to postpone our trip to the EEA, I want to double check the town and see if I could do anything for Applejack or Remy," Twilight said.

"I hope the Cake Twins weren't too frightened," Peter said, then remembered something. "Hey did Pinkie Pie get hurt at all?"

"I think Taskmaster punched her, or did something to physically attack her but she stayed out of it for the most part," Scott said. "She's fine though."

"Well, I should still check up on her," Peter said, thinking about her baby.

"Alright, I'll consult with The Apples, you consult with Pinkie Pie and The Cakes," Twilight ordered.

The two then split off to different directions, Wanda joining Twilight in checking on The Apples, and Avalanche as well, Scott looking a bit confused. "Uh, probably should have also told them that we left Taskmaster tied up in their library."

"I asked Laura and Lightning Dust to keep an eye on him," Trixie said. "They should have things under control."

At the Library, the two mares were indeed standing by the mercenary, glaring down at him, ready to attack if he did the slightest thing wrong.

"Little surprised they didn't ask the original Wolverine to keep an eye on me," Taskmaster said.

"Well they asked for the soon to be superior replacement, I won't be second best forever," Laura said, showing off her claws.

"Plus with the future star of Equestria's high flying team by her side, you ain't going nowhere punk," Lightning Dust said, hoof bumping Laura.

Mayday was also in the room, very curious by Taskmaster's appearance. "So...you're from Earth right? Marvel Earth?"

"The one where your daddy is from?" Taskmaster asked. "Yeah, I'm Marvel, what's it to ya?"

"How did you get here? Who sent you? What were they trying to accomplish" Mayday asked.

"Sorry, I ain't one to disclose info like that, when clients pay me I keep my mouth shut," Taskmaster said, even if he may have let it slip before by mistake, he knows that Applejack heard him, if he could he would take her out but that's not a possibility right now. At the very least he can keep from saying anything else. "Barely remember the guy's name anyway."

"Can you at least tell me which world he's from?" Mayday asked.

"I told you all I could kid, but believe me when I say you'll find out soon, he ain't done playing his games with ya's," Taskmaster said. "So if I were you, I'd keep an eye out."

"Whatever your client has planned, we'll be ready for," Laura said.

---

Time passed, Peter and Twilight finished meeting with their friends, Twilight was relieved to know that Remy and Applejack would heal up just fine and Peter was happy to know that Pinkie was perfectly alright and there was nothing to worry about her baby. Taskmaster was sent to Canterlot through assistance from Scott where Celestia would decide soon what to do with him. Of course this worried Peter and Twilight because this would not only make her feel more stressed out, knowing there was another villain invasion, albeit a minor one.

But things didn't end for them just yet, the following morning, Discord had already enacted his next plan.

"Marvel still has had it's fair share of surprises, but let's add in something from Capcom," Discord said, sending a monster through the portal. "My dear Peter, though I must continue to rain on your parade, this time you'll be getting Umbrella. Meet your new Nemesis."

Twilight had gotten up from bed, bright and early as she always would. "Today's the day." She turned to Peter, who was spread out on his side of the bed, hair messy and drooling, much to Twilight's slight annoyance, but she had to admit he looked cute like that. "Peter, wake up dear."

"I can't..." Peter mumbled. "Under a spell...need true love's kiss..."

Twilight rolled her eyes and pecked Peter on the cheek, "That's all you get for now, knowing you if I give you more you'll just want more."

Peter sat up, grinning at his wife, "Not my fault you're so sexy."

"Peter," Twilight said, somewhat embarrassed. "Save your sweet talk, we need to-"

"Get down!" Peter shouted, grabbing and pulling his wife aside as the monster came crashing through the roof. Peter kept his wife covered, glancing up at the monster. It looked ugly that's for sure, but it doesn't look like anything he's seen before.

Twilight looed up as well and can see why Peter reacted the way he did, his spider sense must have gone off. "What is that thing!?"

"I have no idea," Peter said, standing up. "Hey what the heck are you doing-" The monster then whacked Peter out of the library, making a hole in the wall.

"Peter!" Twilight shouted in worry, then glared at the monster and zapped him hard enough to knock him through the door and down to the first floor. "Leave my home!"

The monster stood up and aimed what appeared to be a rocket launcher at Twilight, firing it at the mare. Twilight put up her forcefield which protected her from the damage, but did more damage to the library.

"What is the world is going on!?" Trixie shouted, making her way out of her room with Mayday, Wanda and Aunt May doing the same. The three took note of the monster, who now had it's sights set on them.

"That creature, is that..." Wanda wondered.

"Roooooar!" The monster shouted, about to charge at the group but Twilight teleported in front of them and put up another forcefield.

"Don't you hurt my family!" Twilight shouted, zapping it some more. However the monster had managed to grab Twilight by her beck with a tentacle, and tossed her aside, hitting the wall hard.

He marched toward her, ready to unleashed more damage when Peter had come back and kicked the monster through the door to the library. "This is gonna take a huge chunk out of our bills."

"Peter, what' going on!?" Trixie asked.

"I haven't the slightest idea," Peter said. "This monster just showed up out of nowhere!"

"It's coming back!" Mayday shouted, pointing at the monster.

"Oh no it's not!" Peter rushed in and punched the creature back again, knocking it down the streets, getting the attention of the other ponies.

"What in Equestria is that thing!?" Bon Bon shouted.

"I'm not sticking around to find out," Berry Punch said, running off, other ponies doing the same.

The commotion eventually got Scott's attention, the other hero making his way out of the house. "What now? It's too early in the morning for this crap."

"Raaaaawr!" The creature shouted, getting Scott's attention.

"The hell is that thing!?" Scott shouted. "Whatever it is, I gotta stop it!"

He flew in, shrinking down and punching the monster, knocking it back a little. He did a few more before the monster smartened up and whacked Scott away.

Peter had made his way to where the monster was, about to attack when it brought out it's rocket launcher. He fired at Peter, causing him to dodge out the way. It then jumped to the roof of a home and kept firing at the ground below, Peter dodging each attack, but many of the rockets hitting nearby homes.

"No, the ponies!" Peter shouted in worry, then glared at the monster. "I'm not gonna let you keep hurting them you freak!"

He jumped over and used his webbing to latch away the monster's weapon and tossed it away after webbing it up completely, then used his webbing to fling down at the monster, kicking it in the face.

This destruction did start to attract the attention of the other heroes and ponies, namely the ones of Sugarcube Corner.

"Huh, another villain battle, what was fast," Deadpool said, grabbing his guns and swords. "I'm off to work dear, I'll be back in a bit."

"Be careful out there, and watch out for traffic," Pinkie Pie said, attempting to calm the Cake Twins.

"Need my help?" Boom asked.

"Just stay here and guard Pinkie Pie," Deadpool said, leaving the bakery.

Boom sighed in annoyance, "What a bummer, oh well, rules are rules...wait since when do I care about rules?"

"Boomie, I know you want to fight, but it's really important you stay near me and the Cakes, it might help Wade feel better if he knew you were here to keep us safe," Pinkie said.

Boom shrugged it off, "Fine, whatever you say boss."

Outside, Deadpool rushed to where the fight was happening, taking note of the destruction. "Damn, someone's feeling destructful today." He saw Peter get knocked across the air. "Yo Spidey! What's happening!?" Suddenly he felt a thud right beside him. He turned around and saw the creature. "Holy shit you're ugly as hell."

The monster punched Deadpool back, the ninja quick to get back on his feet and start firing his guns at him. The monster seemed to handle the damage as it did not stop it from making it's way closer to Deadpool. Quickly changing gears, he grabbed his swords and attempted to cut the monster but his forelegs were grabbed just before contact was made and Deadpool was hit with a massive uppercut.

As the monster marched toward Deadpool, his forelegs were frozen to the ground. It turned around to see Bobby. "You need to cool off."

The monster used it's tentacle to wrap around Bobby's neck and tossed him to a wall before breaking free of the ice and marching towards him.

"Back off bub!" This time Logan had rushed over and landed right on the monster's back, stabbing it a few times. The monster back elbowed Logan off of him and used it's tentacle to toss Logan through a roof.

It wasn't long before Remy, Rainbow Dash, Pietro and Johnny had all arrived, with Twilight and Wanda also returning to the fight.

"He can't take all of us, let's go!" Johnny ordered. Rainbow Dash and Pietro rushed in to punch the monster, leaving it open for Remy to whack it with his staff a couple of times and then throw his cards, knocking the monster through a wall of a home.

Logan rushed inside to slash at the creature, tossing it outside, Bobby hitting it with some ice blasts and Johnny burning it with his fire. Peter used his webs to fling him into the air and then slam him down. He tossed him toward Scott, who had kicked the creature aside.

Deadpool brought out an assault rifle and fired away at the monster, then tossed a grenade for good measure, allowing Wanda and Twilight team up and hit it with a massive blast, creating a big explosion.

"Did we get it?" Remy asked.

"I think so, no way it can still move after all that," Bobby said.

Unfortunately they were mistaken, as the creature had emerged from the destruction, it's trench coat gone and several tentacles popping out from it.

"Well I've seen enough hentai to know where this is going," Peter said, getting an awkward and annoyed look from everyone around.

"What the hell kind of hentai do you watch!?" Johnny asked.

"Can you focus you morons!" Logan shouted.

"How is this thing so strong?" Remy asked. "Where did it even come from?"

"I can answer that," another voice said. Emerging from a portal was a green pony with an abnormally large head and a long black coat.

"Is that...The Leader?" Peter asked.

"Think so," Logan said. "So yer here too bub?"

"Wait who is he?" Twilight asked.

"One of Hulk's villains," Scott explained. "He's super intelligent as you can see from his abnormally large brain."

"You the one who brought this monster here?" Remy asked.

"Not exactly, I just keep the beast under control," The Leader said.

"So you're not the one who made this thing?" Rainbow Dash asked.

"No, this creature isn't a creation of mine, in fact this creature is not from what you call Marvel Earth either," The Leader explained. "This is a Tyrant made by the former Pharmaceutical Company Umbrella, of the Capcom world. It's codename, Nemesis."

"Nemesis?" Peter said. "Wait, I think I've actually heard of that name, think Chris or Jill mentioned it."

"The T-Type Nemesis was created by Umbrella to hunt down and terminate S.T.A.R.S. members such as Chris Redfield and Jill Valentine, so it makes sense they would be the ones to know about it," The Leader explained. "It was originally destroyed by Jill Valentine as she escaped from Raccoon City before it's destruction, but thanks to some science and magic, we were able to utilize this creature again, and reprogram it to hunt you down."

"Great, so now Capcom villains are invading," Bobby said. "I mean they invaded before but this is really new."

"Well now I know why it seems so familiar," Wanda said. "I remember Wesker showing off some prototypes to my father and Doctor Doom, he intended to use some of these Tyrants to invade Equestria years ago, but the base was destroyed, by my father no less."

"Wait, why would your father destroy them?" Remy asked.

"He found it disgraceful, saying that all Wesker was doing was playing God, that this was not natural for humanity," Wanda said. "It's one of the reasons my father backed out of the invasion just before the villains came to Ponyville, aside from his hatred of Bison and Shadoloo. Though me and Pietro still got wrapped up in it."

"Seemed like fun at the time, causing damage and wrecking stuff," Pietro said. "Though it stopped being fun when that guy with the blue hair showed up."

"That would be my brother," Twilight said, remembering that she and Shining Armor briefly did battle against Wanda and Pietro on Earth.

"So who's idea was it to bring this monster here anyway?" Logan asked.

"That I can't say just yet, just know that this monster has been both scientifically and magically enhanced to handle much more punishment than it originally did, had this monster invaded Raccoon City years ago with this power, there would be no chance that Jill Valentine would have survived."

"I think you underestimate her and the rest of the Capcom Warrior dude," Peter said. "Right now, I'm gonna follow Jill's example and take this creature down, powered up or not, it's still only one creature."

"Only one?" The Leader said, then opened a portal to reveal more monsters. "These are Hunters, they also come from Umbrella, the Lizard Types are quick and deadly with their claws, while the Gamma types are quite adept at swimming, I hope you're well prepared to handle them."

The heroes quickly banded closer, ready to fight this oncoming threat. The smarts of the leader, the power of Nemesis and the numbers of these creatures would prove formidable, but nothing they can't handle.

Leading B.O.W.s

At the castle in Canterlot, Cap was in a coutyard, assisting some rookie soldiers in their training, molding another group of protectors to Equestria's throne.

"Good work soldiers, but remember when using your spears, focus on accuracy over speed," Cap said. "One good hit is better than several misses."

"Yes sir!" The ponies said, resuming their work.

Cap continued to patrol around when he heard someone calling out to him, "Hey Cap!"

Cap looked up, taking note of the oncoming Pegasus. "Lightning Dust? What brings you to Canterlot?" Cap started to dread the potential reason. "Please tell me there isn't another attack in Ponyville."

"Eh, sorry to say but that's exactly what's happening," Lightning Dust nervously said. "Some monster showed up and started attacking everypony in town. Right now Peter and the others were fighting it off but it started blowing things up with some weird device."

"Weird device?" Cap wondered. "Did anyone recognize the creature?"

"No, not to my knowledge," Lightning Dust said. "I came here as soon as I could, Logan just told me to find you just in case things got bad."

"What did the creature look like?" Cap asked.

"Well for starters, I don't know if it was even human before coming here, it looked so...gross," Lightning Dust said. "It had on this large black coat and he was constantly roaring. Is there anything on your Earth that resembles that?"

"Not to my knowledge, but somehow I doubt it's Equestrian," Cap said. "I'm gonna run this by some of The Avengers, but for now I'll send Clint to assist you."

"Thanks Cap, I should get back too, I'm worried about Fluttershy," Lightning Dust said. "Laura and Toad are keeping guard right now but I should be there too."

"That's fine, we'll meet up again soon," Cap said, grabbing his radio as Lightning Dust flew off. "Clint, it's Steve, there's trouble in Ponyville again."

"You gotta be kidding, who the hell keeps sending guys here?" Clint said.

"I wish I knew, just hurry on over," Cap said, placing his radio down. "Somehow I don't think Celestia's gonna like this very much."

---

Back in Ponyville, Peter and his allies were bracing with their continued battle against Nemesis, The Leader and all the hunters.

"Man those things are gross looking," Bobby said, grimacing at the sight of the monsters.

"Those creatures must be what Chris and the others had to encounter in their world," Peter said. "How could The Leader have even gotten these creatures anyway?"

"It wasn't difficult, the Capcom world has a market for these creatures, despite the BSAA's attempts to shut them down," The Leader explained.

"Guys like you just make more work for Chris and his friends," Peter said. "Well we're about to lighten that load."

"Got a plan Peter?" Johnny asked.

"Just take out as many as you can, I'm going for that Nemesis creature," Peter said.

"What about the dude with the big head?" Rainbow Dash asked. "What can you tell us about him?"

"Well that big head ain't just for show," Peter said. "That guy's Super Intelligent, one of the smartest men in my world."

"He also regularly does battle with The Hulk," Johnny said. "Basically this guy can keep up with an Avenger, and a strong one at that."

"Eh, we got Logan at least, he can keep up with The Hulk too," Peter said. "Just watch out for The Leader's powers too, he can basically shoot things from his brain, and he can communicate telepathically, my guess is that he might be able to do that with these monsters."

"Very analytical Spider-Man, seems there's more to you than your mediocre puns," The
Leader said.

"Hey! My puns are not mediocre!" Peter shouted in offense.

"Is that really what yer worried about right now?" Logan asked. "Ah, never mind it, let's just hurry up before these things destroy the town."

"You won't last five minutes," Leader said. "Attack my squadron!"

All of the monsters ran at the heroes, who wasted no time in fending them off, attacking them before the could do any potential damage.

Johnny burned all the monsters with his fire blasts, Bobby used his ice to freeze them and shatter them, Remy blew them away with his kinetic cards, Logan tore into them with his claws, swiping around, not a pretty sight.

Scott flew around punching them away in his shrunken form with Rainbow Dash also flying around, except focused on kicking. Deadpool shot the monsters that were at a distance, then used his swords to on any monster that came too close.

Pietro speed around, punching and kicking each of the monsters with his incredible speed, Twilight and Wanda using their magic to blast them, keeping a fair distance away from them and Peter swinging around kicking them all away.

"Man this is easy, did Chris Redfield and his buddies actually struggle with this?" Deadpool asked, stabbing a monster that got close.

"Have a little more respect dude, Chris doesn't have superpowers," Peter said, webbing a monster. "The fact that he could fight monsters like this despite that really shows how impressive he is, same with his friends."

"These things are still pretty tough," Logan said, slashing some away.

"Be careful with the blood, we don't want to risk infections," Peter said, punching one back.

"Nemesis, do what you must," The Leader commanded, sending the monster to attack again. He aimed his Rocket Launcher and fired it at the group, Johnny quick to blast it down.

"Wanna try that again ugly!?" Johnny taunted. "Come and get me!"

"Sounds like a grand idea," The Leader used his telekinesis to hold Johnny in place as Nemesis aimed his Rocket Launcher.

"Ah shit!" Johnny shouted, trying to break free.

"Farewell," The Leader taunted as Nemesis aimed his Rocket Launcher. Before he could fire, Twilight zapped him and The Leader.

"Nice save Twi," Johnny said, loose from control. "I mean I could have broken free but still."

Twilight rolled her eyes, "Just stay focused Johnny, and don't goof around."

The Leader then zapped Twilight using energy from his brain, and then zapped Johnny. "I won't succumb quite that easily!" He used his brain laser across the town, destroying many of the homes while also nearly getting a bunch of the heroes, even taking out some of his own monsters in the process, but it was small enough for him to not care much.

"He's destroying the down!" Bobby shouted.

"Not if I can help it!" Peter rushed to attack but Nemesis had blocked and punched Peter back with the Rocket Launcher, then fired the weapon at the spider hero. Peter was quick to rebound and kicked the rocket into the air, then zipped in with his webs and kicked Nemesis back.

The Leader floated over and blasted Peter through a nearby house, then blasted an oncoming Bobby who was gliding in on ice. Remy managed to get an attack in with one of his cards, knocking Leader off balance a moment.

"My time to shine!" Remy jumped to whack Leader with his staff but he was grabbed by the hindleg by Nemesis's tentacle and slammed into the side of another house.

"Foolish," Leader said, aiming his brain beam at the downed mutant and fired.

"Remy!" Twilight quickly teleported to him and put up a forcefield around the two, protecting her friend from the blast.

"Whew, owe ya one," Remy said.

"You're my friend, this is on the house," Twilight said, then in a flash teleported to The Leader and blasted him back. She used her magic to teleport him into zone for her next attack, which she flew in and kicked his face, then did one more teleport to appear above him and zapped him down.

"Nice moves Twi!" Johnny shouted, then found himself grabbed by a Gamma Hunter's tongue. "Gross, get the hell of me!" Johnny blasted the monster with fire then burned all the other oncoming hunters. "How many more are there!?"

"Uh, guys! Little help!" They heard Deadpool say. They turned to see his front left leg was missing. "I got distracted!"

"For the love of God Wilson," Logan said, stabbing and oncoming hunter. "How did you managed to lose your arm!?"

"Technically it's my leg since we're ponies and I was waving at some nearby ponies, when one of those scaly green things came in and cut off my leg," Deadpool said, then held out his other. "Least I still have this one." It wasn't long before another hunter took that one too. "Fuck!"

Logan took out the Hunter and picked up the foreleg that Deadpool lost, "Let's just find yer other one before you become a liability."

"Aw, so you do care," Deadpool cooed.

"Shut up and walk," Logan said, marching off with Deadpool following.

Nemesis fired another blast from his Rocket Launcher, this time at Pietro, who dodged quite easily. "Too fast for ya big guy!?" Nemesis tried again, which Pietro again dodged. "No luck!" This continued on, Nemesis kept firing as much as he could as Pietro zipped around. "Almost got me that one time."

Nemesis tried again but his Rocket Launcher exploded, leaving it disorientated as Pietro rushed in and did a flurry of punches, the force of the speed knocking the creature back.

"Ha, I showed him!" Pietro said. "Hey everyone, got rid of that thing's Rocket launcher!"

"At what price though!?" Wanda asked, gesturing to many of the destroyed locations around Ponyville, including several more homes and even Sugarcube Corner.

"We're still alive!" Pinkie called from nearby the ruins, standing with Boom and the Cake Family who looked on in dismay of their burning business.

"Oh boy..." Pietro said.

"Oh good, my wife and family are safe," Deadpool said, still looking for his arm. "Oh and Boom too but that wouldn't have been much of a loss."

"Ah! My shop! It's ruined!" They heard Rarity cry. Everypony turned to see that the Carousel Boutique also too a blast from the rocket, Rarity agonizing the destruction. "I have to rebuild...again!"

Pyro shook his head and turned his attention to the fight, "Looks like they're having trouble, I'll take care of things. Luckily I got plenty of ammo." He pulled some nearby fire and used it to burn several hunters.

"Better get in on this too," Boom said, using her powers to blast all the nearby monsters.

From the skies above, Hawkeye had arrived at the location, seeing all the destruction everywhere. "Shit, what happened to this town?" He looked around until he spotted a pony who looked quite familiar to him. "Wait, is that The Leader? He made it to Equestria as well!?" He kept looking and took note of all the hunters, and Nemesis. "Those things, they're definitely not from our world, have I seen them before?"

"Yo Hawkeye!" Rainbow Dash greeted, getting his attention. "I hope you're here with back-up, because we could really use it!"

"What's going on anyway!?" Hawkeye asked. "What's The Leader doing here and what are those monsters?"

"Well I don't know how that Leader guy came, probably the same way most of those other villains did," Rainbow Dash said. "But those monsters come from Capcom's Earth, along with some creature called Nemesis, which according to Peter and The Leader is a monster that Jill Valentine fought."

"Jill Valentine? Oh no, they're not gonna turn the ponies into zombies after this are they?" Hawkeye asked.

"I really hope not, I don't think I can handle having to fight zombies," Rainbow Dash said, then thought about it. "Well I can but I really don't want to."

"I don't think anyone would want to, and we're going to make sure no one will have to," Hawkeye said, then turned to his radio. "Steve, it's Clint. The Leader's in Ponyville and he brought some monsters from Capcom Earth, notably one fought by S.T.A.R.S. member Jill Valentine called Nemesis. Spider-Man and his allies are fighting them off along with some Brotherhood members and a few ponies."

"Got it, I'm sending help now, I'll have the perfect back-up," Steve said.

Hawkeye turned to Rainbow Dash, "Cap's sending some help, let's keep fighting these monsters off."

Hawkeye and Rainbow Dash flew down to attack, Rainbow Dash zipping around with her kicks and Hawkeye using his bow and arrows to take down the monsters.

Nemesis charged once again at Peter, trying to overpower him with his enhanced strength, but Peter had elbowed him back, then rushed in with an uppercut to knock it away.

"Man you're ugly, you look like someone already messed you up before I got to you," Peter said, using his webs to pull in and punch Nemesis back some more. Suddenly he was surrounded by a bunch of hunters. "My adoring fans, here's an autograph in the form of a butt-kicking!"

Peter zipped around with quick punches and kicks, knocking all the creatures away. He then quickly created a giant spider-web and knocked as many monsters as he could into the web, leaving them stuck.

"That should be good for about a half-hour," Peter said, then the web was destroyed by a giant fire ball, courtesy of Johnny. "Or that works too."

"Peter, try making more webs, makes it easier to destroy them!" Johnny called down.

"You got it!" Peter called back and quickly formed more webs to trap the rest of the hunters.

Elsewhere Logan had found Deadpool's other leg and gave it back to him, "There, now stop screwing around and get back to killing these things."

"Don't gotta tell me twice," Deadpool said, placing his arm back and rushing over to slash at the monsters.

"Pain in the ass," Logan said, shaking his head in annoyance.

"Logan! Behind you!" Rainbow Dash called, Logan turning around to see Nemesis towering over, ready for a punch.
Logan quickly jumped aside, dodging the punch and rushed in to stab Nemesis with both of his claws. Nemesis then wrapped it's tentacle around Logan's head and tried lifting him away, but Logan just angled his claws and started slashing upward.

Logan then swiped at the head of Nemesis, then the chest, hoping to do enough damage to take the monster down but just took a punch for his efforts.

Rainbow Dash flew in to kick the monster as an effort to help, but Nemesis grabbed her with his tentacle and slammed her a few times. Logan rushed back to help, stabbing the monster some more, but it had really high endurance and just elbowed Logan away and tossed Rainbow Dash in his direction.

"Hey ugly!" Deadpool shouted, running at him with a machine gun, "DIE!"

Deadpool unleashed an entire clip into the monster, but it stood there and tanked everything, then sent out it's tentacle to wrap around Deadpool and then tossed him away. He then jumped into the air and landed hard on the ninja.

"Man that thing's tough!" Bobby said, having left some hunters frozen.

"That's why I recruited it," The Leader said, appearing behind Bobby and then blasting him. "I don't intend to stop with just him, soon I'll have more of Umbrella's creations under my rule."

Wanda used her magic to send some rubble at The Leader but he stopped it just before it reached him. Wanda attempted to blast him but he used his own telekinesis to send her rubble right back at her.

Ant Man tried sneaking up to attack but The Leader saw it coming and blasted him, "Foolish attempt." Pyro and Boom tried some teamwork, with Boom making some fire balls and Pyro tossing them at The Leader, though he had destroyed them and blasted the two. "Would anyone else like to try and fail?"

"Sterns!" The Leader heard, a voice not unfamiliar to him. He turned to see his old Nemesis.

"Banner, so you've come," Leader said, floating over to The Hulk.

"So now you're also invading this world? Who sent you here?" Hulk asked.

"I received an invite from some mysterious being," Leader said. "I'd tell you more but he would like to leave it a surprise for now, he intends to make himself known soon."

"I'm actually surprised you're going along with someone else's plan, I mean you call yourself 'The Leader', why follow another?" Hulk asked.

"I am not following anyone, I was given an opportunity to do my own bidding, and I took it," Leader said. "This world has interesting resources that I intend to exploit for my own goals, regardless of some strange creature's master plan."

"Well I'm putting a stop to you, time to SMASH!" Hulk rushed in and slammed his forelegs on the ground, creating some stalagmites that The Leader barely dodged.

"Always quick with the brute force, aren't you Banner!?" The Leader shouted, using telekinesis to lift the rocks and send them at The Hulk.

"What can I say?" Hulk started punching the oncoming rocks. "It's my thing! But even I have some tricks!" At the last rock, Hulk jumped on and propelled off it to launch himself at The Leader, ramming his enemy out of the sky.

Hulk landed and started punching away some oncoming hunters, giving The Leader enough time to plan a counter attack. "I won't be bested by you again!"

The Leader zapped Hulk and then used his powers to toss him away, then floated after him to continue their battle.

Meanwhile Nemesis was still causing trouble, attacking Johnny this time, slamming him with his tentacle. He then punched an oncoming Remy and kicked away Deadpool.

Peter tried pulling him with his webbing but Nemesis had his hooves firmly planted and managed to pull Peter in instead, punching the spider pony.

Suddenly he was shot from a distance and turned to see who had attacked him, a face very familiar to the eyes of Umbrella. "Staaaaaaars."

Standing not too far off was Jill Valentine, back in Equestria. "I can't believe you're still around, I'm pretty sure I finished you off before leaving what was left of you to be destroyed in Raccoon City."

Peter got off the ground and noticed the woman. "Jill Valentine? Is that you?"

"Hey Spider-Man, sorry if this guy's been giving you trouble, I don't know how he came back," Jill said.

"Hey don't worry about it, I just want it defeated," Peter said, getting back on his feet.

"Little surprised you're having trouble, I don't think Nemesis should be this strong, I mean you handled Wesker just fine and he was much stronger than any of Umbrella's monsters," Jill said.

"His strength was enhanced by one of Hulk's villains, been a real pain in the neck," Peter said.

Nemesis started extending his tentacles, Jill quickly aiming her assault rifle, "Talk later, let's take this thing down!"
Peter wasted no time in rushing over to punch Nemesis, leaving it stunned enough for Jill to fire her weapon at it, going right for his head.

As Jill reloaded, she used the time to also rush in and kick Nemesis in the face, Peter following up with an uppercut punch.
Jill landed beside Peter, "Try webbing him up if you can, I have a plan."

Peter nodded and rushed over to tie up Nemesis with his webbing as Jill rushed in firing her gun and then sticking a grenade in it's mouth at the end of her clip, then flying off before the explosion.

"Nice plan Jill!" Peter said.

"We gotta keep it up, keep going!" Jill said, flying over an firing from the air. "Pegasus wings really work well."

Peter continued webbing Nemesis as Jill kept hitting it with grenades, after the third attempt the creature was down on it's last legs.

"I think you got it!" Peter said.

"Almost, gotta act fast before it starts healing!" Jill said, pulling out her Rocket Launcher. "Stand back Spider-Man!"

As Nemesis struggled to stand, Jill fired the Rocket Launcher, finally destroying the creature.

"No! My monster!" The Leader shouted, having seen the destruction from where he was. "Damn pesks! I'll destroy you all myself then!"

"No you won't," Sunset Shimmer said, having appeared not too far away. "You're going down!" She zapped him from the air, stunning him long enough for The Hulk to land one massive punch to knock him into a building.

Peter quickly rushed over to web him up, leaving him bounded. "That should take care of you." He turned his attention to Hulk, "Glad you could make it Banner."

"Thank Sunset Shimmer, she teleported myself and Jill Valentine here the moment Cap got in touch with us," Hulk said.

"Talk later, there's still some monsters running around," Jill said, pulling out her gun. "This shouldn't take long though, these guys are pretty weak compared to me now."

It took about another ten minutes to properly round up the rest of the monsters in Ponyville, leaving none left and the town saved. The monsters were dead, Nemesis had been destroyed and The Leader was to be sent to the dudgeon.
"Good thing for you Leader is that you have friends at the Dungeon," Peter said. "Say hello to Rhino and Taskmaster for me."

"This isn't over, I will be back!" Leader warned as the guards tossed him onto the chariot to be sent away.

"Villains, always declaring revenge," Peter said, shaking his head. "Some things never change."

Jill looked around, taking note of the damage left in town. "My God, this place reminds me a little of Raccoon City, at least during it's final days."

Peter also took note of the damage, worried about anypony that might have gotten hurt, or worse. "Little more damage, this place would look like that Dystopian Future I went to. Which reminds me, it won't be long before The Changelings try to invade. With all these other invasions I'm worried my plans won't turn out so well."

"It'll be fine Peter, we have friends that are willing to help," Twilight reassured. "The Avengers and the rest of the Marvel Heroes will keep an eye out for things."

"And you know me and my allies are just a portal away as well," Jill said. "We have your back Spider-Man."

"Thanks, and you can just call me Peter," the hero said. "Thanks for your help, and thanks for not telling me to stay out of your way, and for not attacking me."

"Looking back, I should not have done that," Jill said, remembering when she, Trish and Ken Masters all attempted to attack Peter when he returned to Marvel Earth for their belief that he has been getting in their way. "That was foolish of me, and I deeply apologize for my actions."

"It's all good now, don't worry about it," Peter said with a cheery smile. "We make a great team Jill, plus you're really confident and badass, I can see why Chris values you as a partner."

Jill blushed a bit at the compliment, "You're pretty great yourself, I bet The Avengers are happy to have you as an ally, or a member if you are one now."

"Not yet, for now I'm part of Team Parker-Sparkle," Peter said. "And I'm good with that."

"Well, I should report back and let Chun-Li know about this, I know this is going to be cause for concern for her," Jill said.

"She knows about the other invasions," Sunset interjected. "Once she finds out Capcom monsters came here, she's going to be on high alert in her world."

"You're still looking for Wesker and his group, am I right Jill?" Peter asked.

Jill shamefully nodded, "I don't know how he got away, Chris is furious about it, and Dante...well he's trying to be optimistic but we've known him long enough to tell when he's worried about something. We're just concerned that you or your family will be in danger since Wesker will want revenge. He'll do anything to get it, even targeting loved ones. Chris knows from experience, Wesker once targeted his little sister."

"If Wesker wants to fight me, then I'll be ready," Peter said. "If he thinks he can take my wife, then good luck, she's pretty much stronger than I am."

Jill turned to Twilight, "Are you really?"

"Uh...I never really checked," Twilight said, somewhat sheepishly. "I mean I don't like to show off."

"Maybe you could have a little, would have saved us some time," Rainbow Dash said. "You should have been able to handle The Leader and Nemesis."

"With what? Brute force?" Twilight asked. "I didn't want to mess the town up more than it already was, that's why Peter and I have to hold back sometimes, you know what Peter says about being responsible with your power."

"Yeah, yeah, Great Power, Great Responsibility, I remember," Rainbow Dash said.

"That actually would make for a good lesson to teach Wanda," Twilight said. "It will help her manage her powers."

"And maybe help Pietro not be so foolish," Scott said, getting Pietro's attention.

"What are you talking about Ant Man?" The speedster asked.

"Hey pal, I saw you messing around and basically allowing those buildings to get destroyed because you wanna see how many of Nemesis's attacks you could dodge, you're lucky nothing happened to Deadpool's family or Bobby's family," Scott said.

"Oh great, that reminds me, me and my very pregnant wife have no place to live now," Bobby complained. "The hell do we do now?"

"I could talk to Applejack and let you live on the farm," Remy said. "She won't mind."

"Last time her house got destroyed she stayed at Canterlot, that's an option too," Peter said.

"That's great, but what about us?" Deadpool asked. "Sugarcube Corner got destroyed too, and we have more ponies."

"Oh, I can see if we have room in our place," Twilight suggested.

"NO!" Peter shouted, then got an awkward look from everypony. "Uh, I mean...maybe they can the place in Canterlot instead?"

"Peter..." Twilight scolded.

"Hey give me a break, you wanna have Deadpool in our house?" Peter asked.

"Hey, what about your catchphrase? With Great Power comes Great Hospitality?" Deadpool said.

"I've never said that in my life dude," Peter said.

"Well that should be a saying, anyway you know you like having me around, we're buddies, members of Team Shut Up Already," Deadpool said. "Remember? You, me, Torch, Icey."

"What...kind of a team name is that?" Jill asked.

"It's Nick Fury's idea of a joke," Peter lamented. "Fine, if we have room you can all stay, but that means you have to attend Twilight's classes too."

"Fine by me, is the teacher hot at least?" Deadpool joked.

Peter pulled Twilight close to him, "Back off ninja!"

Jill chuckled a bit, Peter looked cute when he was jealous, though she still had to feel some sympathy for what happened, an enemy of hers caused so much destruction. She knew she and her team would have to work doubly hard to make sure no one else got hurt.

---

Discord in the distance sighed in disappointment, "Even The Leader couldn't last long, oh well it was to be expected. I better get the final test ready, but maybe I'll take a break, creating these portals is such a drain of my powers. Soon I'll have the final test ready, maybe I'll even call on Starlight Glimmer's help, I hoped to wait but with how much things have changed and how many adjustments I've had to make, I may need her sooner than later."

Discord checked through his ball again, looking through the other worlds and locations, spotting Stark in his Manehattan Tower, talking through a radio, Spike training at the Dragon Lair with Princess Ember as Janet observed from the sidelines with her daughter, Carol Danvers training a young girl, King T'Challa observing some tech being built in Wakanda, Ryu meditating near a waterfall, Dante practicing his sword techniques, Chris on a radio himself appearing quite worried, Cloud Strife sitting with some friends at a bar, and finally taking note of the Saiyans in the Dragon World.

However he spotted something strange, "Huh? Sonata? Shocker? Wait how long have they been there!?" Discord groaned in annoyance, "Well I better go pull then out, such an annoyance."

Plans were changing, for Discord and the heroes, but perhaps the greatest danger was still around, and they just didn't know it yet. For in Canterlot, Magneto seemed to have a lot on his mind, especially taking note of the recent invasions and what has been happening. One thing that really caught his mind was The Crystal Heart, wondering what power it could bring.

Plans would resume motion sooner than later.

A Step in Education

Peter and Twilight had hoped to go to the EEA but with yet another invasion of Ponyville, they had to wait for the following day to do so.

The damage to Ponyville was severe, many homes were destroyed and a lot of ponies got hurt. Rarity and her family moved temporarily to Sweet Apple Acres where she had to start over a on a lot of her designs, though not without help from her fellow seamstresses.

Pinkie and Deadpool went with their family to stay at The Parker-Sparkle home, despite Peter's reluctance and his attempted insisting that there's no room. Twilight worked to make room until Sugarcube Corner was rebuilt.

Cap had explained this to Princess Celestia, this revelation disturbing the Sun Princesses. Hearing of a monster created through this type of technology, almost similar to what she's heard of how Cap got his powers, in addition to Logan's Weapon X origins.

Of course Celestia was grateful that a Capcom fighter had come over to help but now she's worried about that portal being open, something Cap is fully aware of. Unlike the Marvel portal, Celestia may not hesitate to close the Capcom portal if she really needed to.

Everypony spent the rest of that day cleaning up the mess left behind by the villains, though there was still much more work to be done, so a shelter was started up for ponies who's homes had been destroyed, others moved in with relatives out of the city, it would take a while for things to be fixed, that's more villains don't show up.

The following day came, Twilight, Peter and Wanda had gone to the headquarters of the EEA, Twilight still hoping to open up her school in Equestria. On the train ride there she spent time looking over her notes, making sure everything was in tip-top order.

"How many note cards did you bring?" Wanda asked, checking out the stack Twilight had. "It almost seems like you have more than last time."

"You also brought like a million books," Peter said, gesturing to the stack that was as high as he was.

"Don't overexaggerate Peter," Twilight said. "These books are essential if I want to open the school and I have to bring note cards so I can impress the EEA." Twilight glanced out the window, "Though if I'm being honest, I don't even feel right going to the EEA today, considering all the damage that was done to Ponyville."

"Yeah I get that," Peter said. "But everyone else is handling things, they just want you to focus on building the school. I know how you feel, I kind of want to be back there myself but right now my goal is to stand by your side and helping you along."

"And I have to stay by your side because I don't have a choice," Wanda said.

"Pfft, don't act like you don't like being around us," Peter said. "We're both very lovable ponies."

"It's so weird hearing you refer to yourself as a pony, I mean you were born as a human after all," Wanda said.

"Yeah, but now I'm a pony, and I've come to accept that," Peter said. "The only downside is that I'm naked all the time, least I don't have to do laundry."

"Can you not talk about being naked?" Wanda said, covering up a bit. "Sometimes I feel so exposed, I don't like not having anything to cover my lower half."

"Just don't think about, remember a majority of ponies are just as 'exposed' as you are," Twilight reminded. "But I can understand what you're going through, I've gotten just as nervous when I was on Earth and my skirt was too short for my liking."

"I had no complaints," Peter commented.

"Of course you didn't, you got to enjoy a show," Twilight said, getting somewhat annoyed. "Anyway we're almost there, Peter be a dear and carry those books."

"By myself?" Peter asked.

"Uh, you have super strength Peter," Twilight reminded.

"But not super balance," Peter said, lifting the books up. "These things keep toppling over."

"I'll stand right behind you and catch whatever falls," Wanda offered.

The train had reached it's destination, the trio making their exit and into the building with the EEA. It was an unusual sight for the three, a row of ponies sitting above and looking down at the trio, making Twilight a bit too nervous to speak right away.

"Wow, these ponies look like they mean business," Peter said, placing the books down.

Twilight cleared her throat and began speaking, "Greetings, my name is-"

"Twilight Sparkle," a pony interrupted. "Apprentice of Celestia, Princess of Friendship, Wife of Spider-Mane."

"You forgot Adorkable Waifu," Peter joked, getting a glare from Twilight.

"Don't talk!" Twilight looked up at the pony. "Uh, so you know me?"

"Of course, who wouldn't?" The pony said. "I am Chancellor Neighsay."

"I can already tell he's gonna be a pain in the butt," Peter said.

"Didn't I just say 'don't talk'!?" Twilight shouted, then turned back to Neighsay. "I'm sorry for my husband, he likes to run his mouth."

"So I've heard, he is quite the subject of conversation in most places I attend, I do say that we of Equestria owe the both of you quite the debt," Neighsay said.

"It's no trouble, we are honored to be of service," Twilight said. "In fact I hope to further be of assistance to Equestria, see I hope to start a school."

"I'm aware, that's why you are here after all," Neighsay said. "That and Princess Celestia alerted me to your arrival. I understand you intended to come yesterday, but an incident prevented that."

"My apologies for that," Twilight said.

"Uh, why are you apologizing for something you couldn't control?" Wanda asked.

"I do agree, no apologies needed," Neighsay said. "Though it does concern me, where did you intend to build this school?"

"Well, I did hope to do it in my hometown of Ponyville," Twilight said.

"Ponyville, where several invasions have happened?" Neighsay asked.

"Well we're hoping to find the source and put a stop to it, but I promise it will be a safe place," Twilight said. "I do hope you'll give me a chance."

"Yeah, me and my friends can keep Ponyville safe, no trouble," Peter said.

"Yes, you and your human friends..." Neighsay said, his answer somewhat rubbing both Peter and Wanda the wrong way. "I will hold you to that Spider-Mane, do not disappoint me. Normally I shouldn't be approving of this, but since you and your wife are such renowned heroes, I shall allow you to prove yourself. HOWEVER, you must do things by the book!" Neighsay brought out a huge book, placing in front of Twilight, which she quickly skimmed through.

"My curriculum should meet all your requirements," Twilight said, passing around her book copies.

Neighsay skimmed through the book quickly, "Can we trust you to stick to this curriculum?"

"Yes, I promise you that after everything I've seen, and my time tutoring this fine young mare, I believe more than ever how important Friendship is," Twilight said. "We must build bonds with others, the more ponies who are friends, the less likely our foundation will crumble, and the Magic of Friendship will remain preserved."

Neighsay turned to the other ponies, each of them nodding in approval, "Then it's settled, ponies should protect our way of life, so if you're work is in order, then on behalf of the EEA, I grant you permission to build your school."

"Thank you so much sir, you won't regret it!" Twilight said.

"I should hope not, we will be checking in from time to time," Neighsay said. "Be warned, if your school does not live up to our standards, we will have it shut down."

"Works for us dude," Peter said.

Twilight groaned in annoyance, "Peter...if you're going to talk at least talk like if you're talking to Steve! Or Princess Celestia!"

"Hey they're cool with my hip lingo," Peter said, flashing a cocky smile.

Neighsay shook his head in annoyance, "Just leave before I change my mind."

Everyone made their way out of the building, Twilight both relieved and satisfied at the success of her presentation. "This is so perfect! soon the School of Friendship will be a reality! I gotta make some more plans, get my friends approved as teachers...you think any of the X-Men would be able to lend their assistance? Given their prior experience running a school?"

"Couldn't hurt to ask, maybe when we get back to Ponyville we can ask Logan," Peter said. "Or maybe we can find time to talk to Cyclops."

"This is all so exciting! Once we get Ponyville fixed up we can finally get started on our plans!" Twilight said. "And Wanda, once your Friendship Lessons are done, maybe we can find you a place in the school, does that sound interesting to you?"

"Yeah, sure..." Wanda said, looking a bit distracted, much to Twilight's concern.

"Uh, Wanda, are you feeling alright?" Twilight asked.

"Yeah, I'm fine," Wanda said.

"Is something bothering you?" Twilight asked.

"I'm fine, really," Wanda tried insisting.

"Wanda, I can tell something's bothering you, and you know you can trust me with whatever it is," Twilight said.

"Well, honestly, it's that pony we were just speaking to," Wanda said. "I don't flly trust him."

"Who Chancellor Neighsay?" Twilight asked. "I know he seems kind of strict but that's no reason not to trust him."

"I don't know, the term Chancellor already feels like a cause for concern," Peter joked.

"Peter enough," Twilight scolded. "Wanda, what about him seems untrustworthy to you?"

"The way he called myself and Peter 'humans', like if he doesn't trust us because we're from Earth," Wanda said.

"Some ponies are like that," Peter said. "It sucks but you get used to it after a while."

"I know you all gave a warning when I first came here but...I really hoped that Equestria would be better than Earth," Wanda said. "The fact that a high ranking pony like that would say something like that just has me worried for my future in Equestria. It seems no different than the high ranking officials back on Earth who looked down upon mutants, leading to the public shunning us."

"Ponies aren't as judgmental as humans are," Peter said. "I mean yeah, some don't trust humans like us but they're pretty much a minority."

"Equestria is a world of magic, with many different creatures," Twilight said. "So ponies are a little more used to the diversity than humans are, they're not used to superpowered beings it seems like."

"Plus that's the beauty of this school that Twilight wants to build," Peter said. "It'll help ponies understand others, so the minority will dwindle even more, not only will ponies be accepting of humans, they'll also be accepting of Dragons, Griffons and maybe even Changelings, if I can get them to join our side."

"Right, The Changeling Invasion," Twilight said. "I hope we can get that resolved soon."

"Leave that to me," Peter said.

"Well until that day comes, I still have more planning to do," Twilight said. "Peter, I have great plans for you at my school."

"Chemistry teacher?" Peter hopefully asked.

"I was thinking more you could teach kids about basic Responsibility, put your superhero philosophies to more use," Twilight said.

"Oh..." Peter said, somewhat dejected. "I mean, I don't mind, but I'm kind of hoping to show off my chemistry skills, show the world a different side to Peter Pony Parker."

"Uh, is your middle name actually...'Pony'?" Wanda asked.

"Actually my middle name is 'Benjamin', but when I came to Equestria I went under the guise of 'Peter Pony Parker'," Peter explained.

"That's..kind of stupid honestly," Wanda said. "Even by Equestrian standards, wouldn't Pony be a weird name? That'd be like if somone's middle name back on Earth was 'Human'."

Peter groaned in annoyance, "Between Spider-Mane and my middle name it seems like there's always something to criticize about what I call myself."

"Don't worry about it Peter," Twilight said. "As for your Chemistry dreams, I think we can make that happen too."

"Really? Sweet," Peter said. "Lookout Equestria, here comes Doctor Parker."

"You're such a dork," Wanda said. "Good thing you're attractive enough to pull in a girl."

"Believe it or not, I fell in love with Peter due to his kind nature and his somewhat charming personality more so than his looks," Twilight said.

"Thanks Twilight, it's good to know I'm beautiful on the inside too," Peter said.

"That and you have the cutest butt that I've seen on a stallion," Twilight added, getting a blush from Peter.

"It's weird hearing you talk like that sometimes," Peter said.

The trio made their way to the station, ready to go home, and maybe even check on Ponyville's progress.

---

Back in Canterlot castle, Celestia had made her way into the portal room where she saw Sunset Shimmer working on some plans.

"You look busy," Celestia commented.

Sunset Shimmer greeted Celestia, "Hello Princess, I've finally gotten some more portals finalized, with help from Twilight, some other Unicorns and even Doctor Strange, we might be able to access even more worlds soon!"

"Sunset, while I admire your determination, I'm gonna have to ask that you put a halt to your portals plan for now," Celestia said.

"Huh? Why Princess?" Sunset asked.

"Given the recent invasions, building a portal to another dimension would not be the safest decision, I don't want to risk any more danger coming to Equestria," Celestia said. "We just had a multitude of Invasions from Marvel Earth, and now with the recent Capcom Earth villain, I must ask that these portals get put to a stop until we can be absolutely sure of Equestria's safety."

"But.." Sunset wanted to assert her opinion but she did stop to think and realized maybe Celestia had a point. Right now it might be too risky to open more portals, so the safer thing to do would be to wait and see how everything plays out first. "Fine, I'll hold off on my research."

"Thank you for your understanding," Celestia said. "Let's just wait to see if we can find the cause of all this trouble, though from what I've heard from Applejack, this might be Discord's doing."

"Discord, why would he do something like this?" Sunset asked.

"Hard to say, Discord is not one for 'making sense', though he may be plotting something much more devious," Celestia said. "I will send somepony to look into this, before long this shall all be rectified."

"I hope so, Discord's part of the reason The Green Goblin took over the multiverse, I'd hate to see a similar situation unfold," Sunset said.

"It won't," Celestia reassured. "Not if we act fast. Hopefully we won't have anymore from either world coming after Peter and his friends."

"Uh, funny you should say that," Sunset said. "Because not too long ago, the Capcom warriors came by with a couple of young girls who have this goal of sparring with Peter and Logan."

"Pardon me?" Celestia said. "Young girls? Sparring with Peter and Logan?"

"They're out in the courtyard," Sunset said, leading Celestia to where the warriors were. As stated the warriors Chun-Li, Nathan Spencer, Strider Hiryu and Mega Man were standing at the side while two mares were sparring with each other. One unicorn with black hair to her neck and a pegasus with a long ponytail, not counting the one all ponies have.

"Who are they?" Sunset asked.

"The girl with the long hair, the one dressed like a ninja is named Ibuki, she came here with the goal of sparring with Logan," Sunset said. "The girl with the shorter hair, the one wearing the karate gi is Makoto, she has the goal of sparring with Peter. Basically they're looking for a little Marvel vs. Cacpom competition," Sunset explained.

"Looks like it, will they be wanting to reserve a stadium for that?" Celestia asked.

"I don't think so, it's nothing too fancy, they just want a chance to spar, so they came here to get used to their pony forms," Sunset said. "They seem to be adapting well, feels like a gift for both Marvel Heroes and Capcom Fighters."

"Well then, I shall go introduce myself," Celestia said, making her way to the courtyard, Sunset following after her.

Ibuki and Makoto continued their practice spar, Strider coaching the two, "Mind your stances, remember a pony's structure and anatomy differs from that of a human's."

"They're adapting pretty fast at least," Mega Man said. "Almost like they're still human."

"Perhaps, but they still need to learn how to utilize their pony advantage," Chun-Li said. "Make use of their magic and flight capabilities."

"Ibuki flying is one thing since it might compliment her style, but how can Makoto's magic help her?" Spencer asked.

"Yeah, she doesn't look like the spell casting type," Mega Man added.

"There are other ways, my unicorn magic in this world can be channeled through my chi, allowing me stronger strikes, plus giving my Kikoken a massive push," Chun-Li said.

"Lot of good that might do me," Mega Man said, gesturing to his horn. "This horn isn't exactly easy to use."

"I still find it strange that you transform given that you're not exactly a human," Spencer said. "My guess is that horn is mainly for style."

"We can ask Princess Celestia about that, she might have an explanation," Chun-Li said.

"Well good, because here she comes," Spencer said, gesturing to the oncoming Princess with Sunset Shimmer. "Yo Strider, incoming Princess at 6 o'clock!"

Strider turned to the direction of Celestia, then back to the two girls, "Cease your actions girls, we have Royalty." The two girls stopped to see Princess Celestia, then immediately bowed, guessing that would be the proper thing to do. Strider flew over, bowing on his knee. "Greetings Princess Celestia."

"Greetings Strider Hiryu," Celestia responded, then turned to the other warriors, each of them bowing as well. "Greetings to you all."

"Hello Princess, hope you don't mind that we're using your courtyard," Chun-Li said.

"I don't mind at all, I'm just surprised I haven't noticed your arrival," Celestia said. "Perhaps I have been too preoccupied."

"Celestia's dealing with a lot of stress given the recent invasions," Sunset said.

"Yeah, Jill told us about Nemesis showing up," Chun-Li said. "We have no idea how that could have happened, it concerns us just as much."

"Good thing Cap contacted us," Spencer said. "Not to say Spider-Man and the others couldn't handle it but it's good to have a professional."

"None of the ponies were infected with anything, were they?" Strider asked.

"No, not that I know of," Sunset said. "Wait, could that creature have turned a pony into a zombie?"

"Yeah, pretty much," Spencer said. "Maybe something even worse."

"If I were you, I'd make sure everypony is checked thoroughly," Chun-Li said.

"Jill already advised us to do that," Sunset said. "Thankfully there have been no signs of infection."

"That's good," Spencer said. "Someone must really have it out for this world, or at least Spider-Man and his friends."

"We may have an idea who's behind this, I've already asked Sunset to put a halt on her portal research until this is figured out," Celestia said.

"Good idea, don't want other worlds bringing in their dangers," Spencer said. "We've been to other dimensions, so we know how bad things could get."

"But once things clear up, you should definitely try reaching out to these other worlds, you might make some new friends," Chun-Li said. "Check Namco if you can, there's some martial artists there as well but friendly folks too."

"You've met a few of them before during our Marvel vs. Capcom tournament here," Strider said.

"You mean Jin Kazama, Ling Xiaoyu and Brave Vesperia?" Sunset asked. "Yeah, I remember them. Peter still has a Blastia thing that one girl gave him, he's been experimenting with it."

"Hey, speaking of Marvel vs. Capcom," Makoto said. "When can I have my spar against Spider-Man?"

"I want Wolverine!" Ibuki said.

"They're busy rebuilding Ponyville, they might be a bit busy at the moment," Sunset explained.

"In addition, I do not think you two are ready," Strider said. "Remember, Spider-Man and Wolverine are at a whole different level than you're average normal opponents."

"Just give us a shot, we did our training," Makoto said.

"One day is not enough," Strider explained. "Spider-Man and Wolverine have had years to get accustomed to this world, you have not had that luxury."

"But sensei..." Ibuki tried pleading.

"My answer is 'no'," Strider said. "Give it time, you will get your spar, but not today, or tomorrow."

"Eh, what's the harm," Spencer said. "Not like Peter or Logan would kill them or anything."

"Spencer..." Strider lightly warned. "They must learn patience in addition to battle, know when to fight."

"He's absolutely right," Chun-Li said. "You girls will be ready soon, just not yet."

"I'd say give it about a week before your first showdown," Mega Man said. "Just enough for you to stand a chance."

Both girls groaned, and reluctantly nodded their heads in agreement.

"Fine..." Makoto said.

"We'll wait," Ibuki said.

"It'll be worth it," Sunset said. "Now, you can all resume your training, now I have a new goal. Find Discord and see if he'll explain himself."

"I can help you get some information out of the prisoners in your Dungeon too if you'd like," Spencer said.

"I'd like that, thanks," Celestia said.

Strider looked unsure of this, he didn't think a week would be enough but maybe it would be a good compromise right now. Plus if they lost, the failure would motivate them to train harder.

---

Back in Tartarus, Discord had just opened the portal, both Shocker and Sonata coming out of it. He was quite agitated at the moment, "I can't believe you two did that, going of into Dragon World?"

"We were curious, you made it sound so fun," Sonata said.

"Well this nearly ruined my plans to bring the Saiyans over," Discord said. "You two nearly aroused a lot of suspicion, if Vegeta for example saw you two and sensed any evil intent, he might have vaporized you two on the spot."

"Which is why I don' think you should be bringing guys like that here!" Shocker said. "Those warriors are monsters! They make Capcom look tame! Honestly they make a lot of guys in my world look tame!"

"Oh come now, I'd say if you could survive being around Hulk and Thor you can survive around The Saiyans," Discord said. "Just stay out of trouble and don't go around to other Dimensions. As it stands I'm going to have to cut back on the invasions for a bit, if Celestia gets too worried she might seal away the portals permanently. We're lucky she hasn't so far given all the trouble we've caused. Curse my habit of pushing my luck."

"So, no Saiyans yet?" Sonata asked.

"Not yet, of course I only have one more major test before bringing in the Saiyans, at least for the moment," Discord said. "It depends on Magneto as well, and how the coming events shape his future, along with Peter's."

"What else could you have planned anyway? At least to top nearly causing a zombie apocalypse in Equestria because you thought it would be a good idea to bring in that monster from Capcom," Shocker said.

"I can't tell you yet, but you'll see in the coming months," Discord said.

---

A week had passed by, and as promised, Ibuku and Makoto were gonna get their chance against Logan and Peter. The four were at Canterlot's Courtyard in a private showing of abilities. Mayday was sitting with Twilight and Fluttershy, who were watching the fight from nearby, along with their Element friends and their Hero Husbands and their children. Trixie sat with Rumble, Scott, Laura and Lightning Dust. Also present were Cyclops, The Avengers, Magneto and The Brotherhood, as well as the Capcom Warriors, not just Chun-Li, Strider, Spencer and Mega Man, but even Ryu, Ken, Chris, Dante, Carlos, Jill, Cammy, Guile and Morrigan. Spike, Janet and Ember were also present, as were Shining Armor, Cadance and Flurry Heart. Sunset Shimmer stood by with Celestia and Luna, all of them ready to see a fight.

"So why did you girls want to fight us?" Peter asked.

"Kind of curious myself," Logan said.

"It's easy Spider-Man," Makoto said. "You are one of the strongest heroes in the Multiverse, and if I want to properly present the abilities of Rindo-Kan Karate, I must use it to defeat you. Anyone who could stand his ground against the likes of Dante, Chun-Li and Ryu is worthy of a fight against me."

"And for you Wolverine, you started the Marvel vs. Capcom rivalry all the way back with the X-Men vs. Street Fighter rivalry, and as you know I am a Street Fighter, and to further cement my legacy among them, I must do battle against the leader of The X-Men," Ibuki said.

"Uh, Cyclops is the leader, not me," Logan sad.

"Yeah but you're way cooler," Ibuki said, Bobby chuckling at Cyclops's expense.

"Bobby!" Rarity scolded.

Logan turned to Cyclops, "Sorry for the lack of respect Scott."

"I'm used to it," Scott Lang said.

"Not you dumbass! Scott Summers!" Logan shouted, Trixie snickering at Scott Lang's expense.

Cyclops waved it off, "It's fine, don't worry about it. Even if I am the Leader, you definitely have the most skill."

"Plus he's got claws, name a power cooler than that!" Ibuki said.

"I can shrink!" Scott said.

"Lang, can it," Stark ordered.

Flash Sentry stood in the center of the yard, "Alright, here are the rules, you fight until the other person is knocked out or until they surrender, let's try to keep things fair, so no cheap shots of the like, including eye poking, attacking low or, in Spider-Mane's case, no flirting."

"Hey! I don't flirt!" Peter shouted.

"Sure you don't," Flash said, flying to a higher ground.

"Ugh, really hate that guy sometimes," Peter said.

"Now, begin!" Flash ordered.

Makoto rushed at Peter, jumping with a diving kick which Peter was quick to block, though she quickly turned around and tried to kick Peter in the head. He swept her feet and knocked her to the ground, to which she quickly rolled away.

Ibuki had rushed at Logan, going for a bunch of quick strikes, which Logan was able to block or parry, then knocked her back with a punch to her abs. She flew to attack again but he dodged out of the way and knocked her aside again.

Makoto leapt into the air, trying to land a kick on Peter but he quickly blocked and tossed her aside. She landed on her feet and rushed to attack with a dual handed punch. Peter blocked with both hooves and quickly kneed her stomach, knocking her back, Makoto trying to catch her breath.

"He's even better than I imagined," Makoto rushed to attack again, getting a kick to his face, but barely stunning him. She went for a few more strikes, managing to land a few but Peter had grabbed her arm and tossed her away.

Ibuki flew around, getting in random kicks to Logan, but not enough to knock him over. "Gotta keep trying, I know I can do this!" She jumped up and landed back down with a diving kick, which Logan grabbed her leg and tossed her away.

The two girls had landed near each other, both of them in a daze at their attempts in combat.

"How you holding up?" Ibuku asked.

"He's stronger, as expected," Makoto said.

"Weird how that shrimpy guy could even put up a fight," Ibuki said. "But Wolverine, man is he good."

"We gotta amp it up, let's go!" Makoto shouted.

"Right, for our future!" Ibuku said, both girls running back in.

Makoto had her eyes locked on Spider-Man, ready to attack with the boy on the defensive. However just before attacking, she jumped aside, landing on a pole, "Time for Ultimate!" She jumped at Peter, landing a kick, "ABARE TOSANAMI!" She tried a few more kicks, but Peter had parried the finals strike and landed a strong blow to her stomach.

"Sorry, but here's one of mine," Peter started attacking with a flurry of quick strikes, "CRAWLER ASSAULT!"

Peter kicked Makoto back hard, the girl hitting the ground hard and not getting up, laying there in pain.

Ibuki tried her own assault, generating a gust of chi energy in her hooves, "Get ready, YOROITOSHI!"

She tried to attack Logan, but he quickly parried and went for a strong punch, "Here's a tame version of one of my attacks, BESERKER BARRAGE!" Instead of using his claws, Logan just did a quick series of punches, ending it with one final strike, knocking Ibuki down and out.

"The winner of this sparring session is Timber-Wolverine!...Oh, and Spider-Mane" Flash said, little enthusiasm at the last part.

"Yeah let's see you try this stuff bro," Peter said.

"Excuse me but I am not one to fight mares," Flash said.

"Yeah, they'd probably kick your ass!" Johnny called from his seat, Rainbow Dash hoof bumping him.

"Well, that was quick," Spencer said.

"Personally I think they lasted a decent amount of time," Mega Man said.

"Certainly lasted longer than I thought they would," Carlos said.

Logan trotted over, helping up Ibuki, "You alright kid?"

"Not really, I wanted to beat you," Ibuki said, feeling dejected.

"You can't win them all, but you got potential, keep up your training, I see big things for you kid," Logan said, patting her back.

"Sure, thanks Wolverine," Ibuki said, smiling a bit.

Peter helped up Makoto, "You're pretty good, what's your name again?"

"Makoto," the girl responded.

"Well Makoto, I hope you keep training hard, I don't know what Rindo-Kan Karate is, but if what you showed today is any indication, you could be one of the best martial artists from Capcom, then you're one step closer to being one of the best in the multiverse," Peter said.

"Oh, uh thanks Spider-Man," Makoto said, bowing to him.

"You can call me Peter," the hero said. "Keep up the great work."

"Thanks...Peter," Makoto shyly said. "I promise one day, that I'll defeat you and prove myself!"

"Aw, how nice, they're already making friends," Chun-Li said.

"It's really sweet," Twilight said. "Oh, speaking of friends, I don't know if anyone's told you but I am building a School of Friendship, I was hoping that maybe you and your team can stop by and help educate some of the students on some things, like Teamwork, you're world is very adept at it after all."

"Us? Teach Friendship?" Chun-Li asked. "Never thought I'd get that offer. But teaching about Teamwork does sound ideal, we may take you up on that offer."

"Thank you, I would really appreciate that," Twilight said. Bright things were awaiting in the future, but unfortunately a darkness still loomed. The ponies, heroes and fighters had more changes to adjust to, and they had to adjust quick.

Changeling the Future

Months passed by since the string of invasions, in this time much had changed. Rarity had given birth to a daughter, which she and Bobby named Snow Gem. Fluttershy had also just given birth to her child, whom she and Logan had named Rina.

Pinkie Pie was a few months in with her pregnancy, which was now common knowledge among her friends and family, many somewhat concerned knowing that Deadpool was going to be a father.

Twilight's school was being built and was less than a month away from completion, the mare very excited to know that she can finally help spread Friendship to the world.

The Brotherhood continued their lessons with the Mane 6, most of them forming something of a bond with their teachers. Pietro has become more open and has actively tried reaching out and being supportive of his sister Wanda, who herself had really made a friend in Twilight Sparkle.

Boom grew to like Pinkie Pie more, and even took her job at Sugarcube Corner a bit more seriously, though still not the best worker as she had a bad tendency to goof off and startle some customers with her explosions.

Toad had bonded with Fluttershy's animals, finding a bit of peace with them, and her as well.

Pyro and Avalanche were the only ones who hadn't fully connected with their teachers, and were just going through the motions. Granted there was some tolerance one could tell they were the slowest learners, Boom being a close second.

But beyond all that, the day had come, the day of the Changeling Invasion, or what was suppose to be according to Peter. Prior to this, he had reached out to Chrysalis, hoping to find peace with the queen before she could potentially be a threat to Equestria, just like he always planned.

Peter and Twilight were both waiting outside of Canterlot castle, hoping to greet Chrysalis before her arrival. They weren't totally alone, all of their friends were residing in the Castle, with guards posted everywhere just to be sure. Celestia and Cap observed from the highest point of the tower, waiting for the arrival of The Changelings.

Normally Wanda would be with them but she was saying behind in Ponyville with Trixie, Twilight wasn't too confident about bringing her out here and possibly being intimidated by Chrysalis. Peter told Wanda about the Dystopian Future and she did not Wanda to start worrying about Chrysalis when she first arrived, Peter noting that Wanda seems to get nervous when it comes to alternate realities.

"You're confident about this Peter?" Twilight asked. "Like without a doubt confident?"

"Yeah, very much so Twilight," Peter insisted. "We can pull this off, we just have to do the thing you're special at, that's making friends."

"I know you want to believe, but even I don't think I can befriend Queen Chrysalis," Twilight said. "Especially after what she's done to my family."

"I don't condone that either, but in the end, she's just trying to survive, plus if we want to prevent more incidents like what happened to your brother, we need to make this work," Peter said. "If we offer love and friendship to Chrysalis and her hive, then they have no need to attack anymore because they'll have plenty of nourishment."

"You really are confident about this, then again you do have a very valid point on how the Changelings' magic works," Twilight said.

"Then it's settled, we just gotta wait for Chrysalis to arrive," Twilight said. "I just hope she's in a talking mood."

"She might hear us out if she knows she'll get something out of it," Peter said. "We just have to make sure she's given a proper warm welcome."

From the balcony overheard, Celestia is standing watch with Cap right next to her. She was quite worried about this ordeal and while she wanted to believe this would work, she did not want to risk the safety of her subjects.

"Today's the big day," Cap said, turning his attention to Celestia. "You're nervous, I can tell."

"If anything goes wrong, then the safety of Equestria will be at great risk," Celestia commented. "I know I should trust Twilight and Peter, Twilight is the Princess of Friendship and Peter has a strong sense of justice. But even the greatest of ponies can make a mistake, and that might lead to another battle, or worse, an all out war between ponies and Changelings."

"I understand your concern, The Avengers and I have seen our share of wars, I won't allow that to happen here," Cap said.

"Thank you Captain," Celestia said. "Be sure to get all The Avengers in position."

"Will do," Cap said, taking to his radio. "Clint, is everything ready?"

"Just about everyone is in position, we're just waiting on Ant Man and Wasp," Hawkeye said.

"Scott should be coming on the train from Ponyville, Wasp is unknown but be ready to go with the plan without her," Cap said.

"You got it, also what of the Capcom guys, they in this?" Hawkeye asked.

"I believe so," Cap said. "I'll have to check with Sunset Shimmer."

"They're coming!" Celestia said, pointing to the oncoming Hive of Changelings. Cap squinted his eyes as he looked to the distance.

"So that's them huh?" Cap asked. "I take it their leader is the tall one in the middle, the one with the light blue hair."

"Yes, that's Queen Chrysalis, the creature that impersonated my niece and tried to marry Shining Armor," Celestia said. "I still regret not believing Twilight when I should have."

"Don't blame yourself, mistakes happen," Cap said. "Just get into position. And make sure Shimmer's ready too."

"Copy that," Hawkeye said. From his position he gestured the Avengers to follow him as he contacted Sunset Shimmer. "How are things on your end Shimmer?"

"Everything's going to plan," Sunset said, from the portal room. Right behind her, the Capcom Fighters were stepping out. "I might even have some surprises of my own."

"Just make sure it goes according to plan, we're counting on you Shimmer," Hawkeye said.

"I won't let you down Clint," Sunset said, then turned off the radio. "None of us will let Peter down."

Peter and Twilight remained outside the castle, awaiting the arrival of Chrysalis, seeing her approaching from the distance. Both felt weird about this for their own reasons. Twilight is once again face to face with the very creature nearly ruined everything for her brother and her sister-in-law, Peter is seeing the one that was responsible for his future's destruction. Everypony, from his wife, to his daughter, and all his friends. But he knew this Chrysalis hadn't done any of that, and deserves a chance to change.

The Changeling Queen landed before the two, glaring intently at them both. "Well now, if it isn't Twilight Sparkle, you look different than the last time we met, new mane style?"

"Ahem, technically it's Princess Twilight Sparkle now," Twilight extended her wings. "But I'm not really one to brag about my title."

"Come now, you've ascended to royal status, don't waste it with your humility," Chrysalis teased. "But then again, I suppose that's a weakness among ponies, you do make it easy for others to walk all over you."

"We may be humble and friendly, but don't mistake that for a weakness, we're still willing and ready to fight for our freedom," Twilight reminded.

"Yes of course," Chrysalis said, then turned her attention to the stallion beside her. "And you must be Spider-Mane, superhero from a world called Earth and Twilight Sparkle's beloved husband."

"Yeah pretty much," Peter said. "You can just call me 'Peter', let's all try to be friends, alright Chrissie?"

"It's Queen Chrysalis to you," the queen warned, then took another good look at Peter, grinning a bit. "But I'll let that slide, I gotta say you're much more handsome than I would have imagined."

Peter sheepishly blushed, "Uh thanks?" "Why does every female in Equestria hit on me?"

"He's already married, but you knew that," Twilight warned. "Don't get any funny ideas."

"Easy Twilight, we're here to make friends," Peter said, then turned to Chrysalis. "I'll get to the point, I have a proposition for you that will benefit your hive."

"Go on" Chrysalis said.

"You need love to survive correct?" Peter asked, getting a nod from Chrysalis. "Well we can help you with that."

"Oh, are you surrendering all your love to us?" Chrysalis sinisterly asked. "My, you really are a Superhero aren't you?"

"Uh, no not what I meant," Peter said. "What I mean is that we can share the love, between ponies and Changelings, that way there no longer needs to be a battle for it, nor do you need to take over a wedding."

"Share love?" Chrysalis said. "What a preposterous sounding idea."

"Now hear me out," Peter insisted. "You need love to survive, and ponies who would willingly share the love they have would make it easier than simply taking it"

"If you truly care about your hive, you'll give this a chance, Queen Chrysalis," Twilight said.

"At least consult with them, maybe they like the idea too," Peter said.

Chrysalis still had a bit of a scowl, then turned to face the Changelings of her hive. "Do any of you have something you'd like to say about this?"

Most of them were pretty hushed and tight lipped, barely speaking above a whisper, not sure what to say to the Queen. One Changelings however, decided to say something, "Um, Queen Chrysalis?"

"What is it Thorax?" Chrysalis asked, almost in a pitiful tone.

"About this plan, uh I think, maybe, you know," Thorax struggled to get the words out. "It should be, I think, worth a chance?"

Chrysalis shook her head, "Why doesn't this surprise me? You've always been soft-hearted, so you would jump at a chance like this."

"But if we have a chance to share love, we won't have to fight, and lose," Thorax said, receiving an immediate glare from Chrysalis. "What I mean is, we got a little love at the wedding but it wasn't enough and we were no match for Shining Armor and Princess Cadance at the end. Plus the Elements of Harmony were close to defeating us themselves, and with their leader being a Princess now, they're gonna be stronger and harder to beat next time. Not to mention all the superheroes coming to this world, if we attack again, we might get overwhelmed."

Chrysalis seemed to be considering his words, however a second Changeling spoke up. "Why did we even bring you? Of course you hate fighting, you're weak."

"Pharynx, that's not very nice," Thorax scolded.

"Aw, did I hurt your little feelings Thorax?" Pharnyx teased. "What else would I expect from my little brother. Changelings have always fought for food, it's how we do things, you can't expect to get by because a bunch of lovey-dovey ponies think they can share it."

"Maybe it'll work," Thorax said. "Can't we at least give it a chance?"

Soon a few other Changelings started vocally agreeing with Thorax, some from genuine interest, others out of desperation for food and nourishment.

"Oh fine, we'll try it Thorax's way," Chrysalis said.

"Hold on, really!?" Pharynx asked. "You want to try it the wussy way?"

"This isn't a 'wussy' way," Twilight interjected. "It'll work for you, just give it a chance."

Pharynx groaned in annoyance and turned to Thorax, "This better not fail on us, or you'll be labeled an eternal geek Thorax."

"I have confidence in Spider-Mane and The Princess," Thorax said.

"Much appreciated Thorax," Twilight said. "Come now, to the Courtyard so we can sign the treaty."

"Wait, you want us to sign a treaty before even seeing if it works?" Pharnyx asked. "What if this is just some trap?"

"Doesn't look that way," Thorax said.

Pharynx glared at the other Changeling, "Man not only are you weak you're also very naïve."

"I call it, trusting," Twilight said. "As in he trusts our intents, something you should practice."

"Don't worry, this will work," Peter said. "Trust your friend dude."

"He's not my friend, he's my dorky brother," Pharynx said.

"Then be a good brother and stop belittling him!" Twilight scolded. "My brother doesn't belittle me like that."

"Like I care about your pony brother?" Pharynx said.

"That pony brother could have been your King," Peter reminded. "Chrysalis did try to marry him."

"For the record, I had no intent of making him the Changeling King, he was just suppose to be an infinite supply of love, that's all," Chrysalis said.

Twilight's eyes twitched slightly, glancing over to the Queen. She was close to lashing at her but knew it best to wait, not wanting to ruin this chance for peace.

The group arrived in the Courtyard, and to Peter's surprise, there were many guards posted around, as well as many members of The Avengers, such as Thor, Black Panther, Miss Marvel, a young mare beside her, Hawkeye, even a few X-Men such as Cyclops, Jean Grey, Storm and Rogue. This worried Peter, he didn't want Chrysalis to feel like she was walking into a trap.

Unbeknownst to Peter, Sunset was also in position with allies of her own, Ryu and Chun-Li standing right beside her, Dante leaning against a window, clutching his sword tightly, Strider on the opposite end with his own sword, Chris along with Jill and Spencer aiming their weapons down at The Changelings, Mega Man doing the same. Carlos, Cammy, Morrigan and Guile also waited nearby, with a few extra allies, ready to jump in when needed.

"What's with the guards?" Pharynx said. "Are they going to ambush us!?"

"No, of course not, they're just...guarding, like they're suppose to," Peter said.

"We'll begin shortly, once Princess Celestia and Princess Luna arrive," Twilight said.

"Wait, who's Princess Luna?" Thorax asked.

That surprised Peter, he thought everypony would know about her, then again this isn't a pony, but he knows they've been to Canterlot. "Celestia's sister, didn't you see her during the wedding?"

"No, I mean I don't think so," Thorax said.

"I didn't see a third Princess," Pharynx said.

"I was confused myself, I expected to see Princess Luna," Chrysalis said.

Peter scratched his head in confusion, "This...this is so weird, was she not there at all?" Peter turned to Twilight, "Uh, when did you free Luna from the Nightmare again?"

"This was after, Luna did show up, but not until after we stopped Chrysalis," Twilight said.

Something about this raised suspicion among members of the Avengers and X-Men nearby, now wondering where Luna was, and if she may have been involved in the invasion at all.

"So, where are the rest of your friends Twilight?" Chrysalis asked. "I thought for sure they'd be here."

"They should be arriving any moment," Twilight said. "They want to be a part of this too."

"Uh, are they still mad about the invasion at all?" Thorax nervously asked. "Because I want to put it out there, I did not fight anypony."

"Yeah no kidding, weakling," Pharynx said.

"And that's a good thing," Twilight iterated, then turned to Thorax. "You'll be fine, my friends just want to see the treaty so they can live in Harmony. Some of them have kids now, myself included, so we just want a harmonious world."

"You're a mother now? Oh how nice," Chrysalis said. "I suppose your brother also has a child?"

"I sure do," they heard. They turned to see Shining Armor making his way over with Cadance, with The Elements and their Husbands coming as well, along with Scott Lang, Spike and Janet. "Beautiful little filly, her name's Flurry Heart."

"Wow, that's a nice name," Thorax said.

"Don't get funny ideas!" Shining Armor shouted, frightening Thorax.

"Easy big brother, he's actually one of the nicer ones," Twilight said. "He helped encourage this idea."

"Plus we're here to make friends with The Changelings, shouting at them won't help," Peter said.

"Ah, so the Elements of Harmony have arrived," Chrysalis said, looking over each one. "I take it each of you found that pony near and dear to your heart?"

"You bet we did," Applejack said, gesturing to Remy. "This here's the father of mah little boy."

Chrysalis noticed a lump in Applejack's belly, "Huh, I see that there's another on the way.

"One month in, gonna bring in a second foal to this world," Applejack said. "And ah wanna make sure there's a world to bring it to."

"Wow, congratulations," Thorax said. "You must be so excited."

Chrysalis turned her attention to Pinkie Pie, "Hmm, looks like you're also bringing in a child soon."

"Yeah, me and Wade here," Pinkie said, placing her hoof around her husband. "Little Deadpool Junior and Little Pinkie Pie Junior are going to take the world by surprise."

"Wait, hold up, Deadpool Junior and Pinkie Pie Junior?" Peter asked. "Are you two expecting twins!?"

"Just went to the doctor's yesterday," Pinkie Pie said. "One boy and one girl, I'm gonna have twins! Just like Mrs. Cake! And just like my mom!"

"Yeah, I can feel the love just radiating off you," Chrysalis said, then felt something similar with Twilight. "Huh, I think there are even more ponies expecting."

Twilight placed her hoof over her own belly, she had just found out recently, but hadn't told Peter yet.

"More ponies expecting? Who could that be?" Peter asked. "Rarity? Already back at it?"

"Are you kidding? I need a break from pregnancy, it made my hooves all swollen," Rarity said.

"What about you Janet? Get a little wild in the Dragon Lands?" Peter asked.

"Yeah, but I doubt it's me, this body isn't in heat yet," Janet said.

"Bit too much information Janet," Twilight said, not delighted to hear about Spike's sex life.

"Maybe it's one of the other mares, and they just don't know it yet," Peter said. "Or...could it be one of the guards?"

"Wait, is Princess Celestia nearby?" Bobby asked. "Maybe she and Cap finally got it on."

"Bobby!" Rarity scolded.

"Well, she is nearby, here she comes," Thorax said, gesturing to Celestia, approaching with Luna, Magneto, Cap and Stark. "And she's not alone."

"Princess Luna, good to actually see you, at least when I wasn't pretending to be Cadance," Chrysalis said. "Too bad you missed it."

"The only shame is that I wasn't around to defeat you myself," Luna said.

"Come now, it's all in the past," Peter nervously insisted. "We're here to be friends now."

"Yeah, like the kid said, we're all here to be friends," Stark backed up. "We really want peace between our Kingdoms, so if we could get this underway that would be great."

"We still don't know if this would even work!" Pharynx said. "I say the Queen should hold off on signing until we know for sure!"

"Alright fine, do you want to volunteer?" Twilight asked. "Or would any of you Changelings want to test Peter's theory?"

The Changelings were hesitant to volunteer, but of course, one did, that being Thorax, "I'll do it."

"Great, come this way please," Twilight said, Thorax obeying. "Now, I'm going to give you a nice big hug, an act of Friendship, which is a sign of love. You tell me how you feel afterwards."

"Uh, would your husband be alright with that?" Thorax asked.

"Of course, I have a lot of male friends that I hug," Twilight said. "Isn't that right Peter?"

"As long as that male friend isn't Flash Sentry, I'm good," Peter said.

Twilight shook her head in annoyance, then focused back on Thorax. "Alright, ready for the hug?"

"Uh, I'm not used to hugs, so I might not be very good at it," Thorax nervously said. Truthfully he was very embarrassed to do this, even if he did hope it would work.

"Come on, just think of how happy you'll be, you'd never have to fight for love again," Twilight said, hoping to reassure Thorax.

It did seem to work, Thorax felt less hesitant as he nodded to Twilight, "Alright, I'll give it my best."

"If that doesn't work, just shape shift into Peter and kiss her," Bobby joked. Suddenly he had a pot thrown at his head, courtesy of Peter and a web.

"That Robert Drake can be such a fool," Magneto said.

Thorax started feeling nervous again, "Uh...don't worry, I won't do anything like that Princess."

"I know you won't, now here I come," Twilight said, then pulled Thorax into a hug. Twilight tried making the hug as affectionate as she could, imagining Thorax as her younger brother who needs his big sister's guidance.

This was actually a nice feeling for Thorax, a mix of happiness, security and safety. Thorax returned Twilight's hug, this was much nicer than stealing it because it felt more genuine. Twilight released him moments later, the young Changeling looking quite refreshed.

"Wow...I feel so full of energy!" Thorax said. "Like if I had a giant buffet of love! It is better when they share it! In fact it's amazing! You all have to try it, Friendship is the best form of nutrients!"

"So, instead of Friendship is Magic, it's now Friendship is Nutritious," Peter joked, Twilight glaring at her husband.

"Can it," Twilight warned, then looked back to Thorax. "I'm so happy, you feel that way."

"I'm better than happy, thank you Princess Twilight!" Thorax said. "Oh, does this mean we're friends now?"

"Yeah, we are," Twilight said. "Also you don't have to call me Princess, just Twilight is fine."

"Wow, sure thing, Twilight!" Thorax said, taking to the air. "I feel so amazing, come on, you all have to try this!"

"What? Hugs?" one Changeling said.

"Not exactly, but we gotta try making friends with these ponies, it really works!" Thorax said.

"I still have my doubts," Pharynx said. "Maybe it works for you since you're such a pansy, but the rest of us, I doubt it."

"Hey the proof was right before your eyes," Peter said. "I'm not saying you have to start hugging, you can still be tough but friendly, like Logan over there."

The Changelings turned to the rugged X-Man, who simply waved at the group. "Yeah, friendly."

"Logan is one of the most badass dudes you'll meet, he never takes crap from anyone, but he's still a very friendly guy," Peter said. "You can be any type of friendly you want, as long as it's genuine."

"I don't know, what do you think Queen?" Pharynx asked.

Chrysalis did seem to acknowledge how well this worked, but she still had reservations about this. She still saw this as a sign of weakness, but if she could benefit from this, then it is something she should be considering. However she still couldn't help but feel like this is one big ploy, the fact that all these guards and heroes were glaring at her, all of them with weapons ready, or some just looking for a brawl. She had to be sure first.

"Tell me Spider-Mane," Chrysalis began.

"You can call me Peter, that's what all my friends call me anyway," Peter said.

"Sure, Spider-Mane!" Chrysalis emphasized. "Tell me, why are you so insistent on this?"

"Uh, for a friendly future?" Peter said, partially explaining his true motives.

"A friendly future, I must say this is quite random, to receive a letter offering a peace treaty, just a few days before I planned an attack on Equestria," Chrysalis said.

"Get ready," Hawkeye said, grabbing his arrows as Thor held his hammer and Black Panther had his claws ready.

"Kamala, are you prepared to fight?" Miss Marvel asked.

The girl beside her nodded, "Yeah, I'm ready Carol."

The X-Men also seemed to be ready, as were the Capcom warriors from above. If Chrysalis attacked, they would be ready for a fight.

"So, you planned to attack, heh, what weird timing," Peter nervously said.

"Yes, so now I have to wonder, just what is it you're really planning?" Chrysalis asked, nervously glaring at Peter.

"I told you, a better future," Peter said.

"Better future huh? For whom may I ask? For us? Or for you?" Chrysalis asked.

"For both our Kingdoms," Peter insisted.

"Somehow I doubt that!" Chrysalis shouted, baring her fangs as her Changelings minus Thorax all looked ready to fight.

"Hey! Don't try anything stupid!" Stark warned, holding out his Ion gloves as Cap had his shield up. Even Magneto looked ready to fight, levitating some metal around him.

"The moment she attacks, go for the Queen," Hawkeye instructed.

Sunset had her magic ready as she turned to Chris, "I hope you're a good shot with that rifle, even in this pony form."

"Don't worry, I'm a natural," Chris reassured, aiming right at the queen. "Just give me a reason Queenie."

"Chrysalis, I promise you that I don't have anything sinister planned toward you," Peter tried to reassure. He became nervous as not only were the Changelings ready to fight, he could see The Avengers, The X-Men, the Guards and even his friends ready to fight, Applejack and Pinkie Pie being the only ones sitting it out, though Applejack still had that itch, he could tell. "Look, what do I have to do to prove to you that I just want to be friends!"

"Tell those ponies to drop their weapons and back down!" Chrysalis ordered.

Peter nodded and called to everyone, "Hey! Stand down! All of you!" Many of the guards weren't sure if she should, Chrysalis did look kind of dangerous right now, they couldn't let harm come to Peter. "I am giving you an order as your Prince! Drop your weapons this instant!"

"Obey my husband!" Twilight warned.

The Guards still seemed hesitant, but they had to respect the wishes of the Princess Twilight Sparkle and Prince Peter Parker. So reluctantly they put their weapons down. But The Avengers and X-Men still looked ready to fight, as were his friends.

"Cap, tell The Avengers to lower their weapons!" Peter urged.

"Cyclops, do the same for your X-Men, tell them to lower their guard," Twilight ordered.

Cap turned to Celestia and Stark, both of them looking unsure. Hawkeye then contacted Cap through his ear piece, "Give the order, if anything Sunset Shimmer's in position with the Capcom guys, if a fight breaks out they'll be ready to protect Peter."

Cap nodded and gave the order, "Avengers, stand down!"

Hawkeye turned to Cyclops, doing a stealth gesture to the room upstairs, where Cyclops could see Sunset waving and pointing to Ryu. "X-Men, you do the same!"

Slowly and reluctantly, everyone backed down, including the friends and family of Peter and Twilight. Chrysalis was a bit amazed, they actually lowered their guards. She couldn't tell if they were being genuine or foolish in their desires.

"See, everyone lowered their guards," Twilight said. "You're safe now."

Chrysalis looked to Twilight, she could not detect any sign of deceit on her. Perhaps she really was trying to make friends and form a proper alliance, perhaps her husband was serious and this invitation was merely by chance.

"Hey wait a minute," Pharynx said, looking up. "I think I see more ponies up there."

This confused Peter, wondering who he could be talking about, but before he could check it out, he felt his Spider sense acting up. Suddenly heard some gunfire going off, but not toward him. He immediately turned and saw that Chrysalis had taken a few shots, as had some of the Changelings.

"What's going on!?" Peter frantically asked. More shots could be heard, many of the Changelings taking hits.

"Who's doing that!?" Clint asked. He could tell that it wasn't Chris or the other, the gunfire was coming from other directions, with a few magic blasts joining in. "Everyone go scout around! Find who's doing this!"

Soon a grenade was tossed nearby, many Changelings flying off from the fear of what the device was, but Thorax wasn't as quick. Luckily Peter had pulled him out the way in a flash, bringing him to safety. "Are you alright Thorax!?"

"I'm fine, but what's going on!?" Thorax frantically asked, looking around at all the chaos.

"I don't know, I swear I didn't plan for this!" Peter said. "Guys get those Changelings to safety, quick!"

"I'm on it!" Twilight said, using her magic to shield the other Changelings.

"Someone help Chrysalis!" Peter urged, gesturing to the wounded queen.

Fluttershy and Logan approached Chrysalis, helping her up and getting her out of there. She taken some bad hits, but she didn't look too bad, looks like she could take a few hits.

Eventually the gunfire stopped, as did the grenades, Hawkeye and his team still searching for whomever might have done this. What was strange was that they seemed to have disappeared pretty quickly, like if there was no trace what so ever.

"The hell happened out here!?" Hawkeye wondered, then contacted Sunset. "Hey Shimmer, who else did you bring over?"

"No one, everyone I brought over is with me," Sunset said.

Peter rushed around, trying to help any Changeling he could. Fortunately not all of them took shots, and the ones who did seemed to endure the pain, but it still looked bad for them. Suddenly he found himself face to face with Pharynx.

"I knew you were setting us up!" the Changeling angrily accused.

"Dude I swear to you I had no idea this was going to happen!" Peter insisted.

"Sounds like a load to me!" Pharynx said. "You set us up, you wanted us dead!"

"I didn't! I just wanted peace, I swear!" Peter urged. "I would never try to have you ambushed like that!"

"Well tell that to my queen and my comrades!" Pharynx said, flying off. "I'll be back, with more Hive Members, we'll have our revenge!" He gestured to a few Changelings, "Go and save the Queen! We'll regroup, stronger than before!"

A few loyal Changelings flew over and snatched Chrysalis away from Fluttershy and Logan. The latter seemed kind of annoyed and tried to get her back. "Hey! She needs medical assistance!"

From his position, Pharynx blasted Logan, allowing the Changelings to leave with Chrysalis as he turned back to Peter. "Consider this war Spider-Mane!"

"Wait! Come back!" Peter pleaded.

Pharynx began flying off with some Changelings. However more gunshots were heard, a few Changelings being shot from the sky by a random figure. Pharynx blasted at it but they were quick to move, trying to shoot again.

"Hold it!" He heard Cap shout. Cap pursued the mystery attacker but within moments, they disappeared into a vortex, much to his confusion. "What in the world?" Cap observed as Pharynx flew off, knowing this wouldn't turn out well. "So much for peace."

In the Courtyard, medical ponies were brought out to check on the Changelings who were either shot, blasted with magic or got hurt in an explosion. Thorax couldn't believe his eyes, many of his brothers and sisters were on the verge of dying, but he should be used to this, Chrysalis has attacked many other tribes for love, and there was occasionally a consequence to that.

"What could have happened here?" Thorax wondered.

Twilight sat by him, hoping to speak with the shaken up Changeling, "Thorax...I swear Peter and I did not intend this."

Thorax sighed in despair, "Well, I think I can believe you, I mean you are really nice, and your hug felt genuine. Plus your husband did save my life, and I saw the other heroes trying to save my Changeling allies. I guess somepony out there didn't want us around, I don't blame them, we caused so much trouble."

"That's no reason for this to have happened," Twilight said. "I promise that who ever did this will be brought to justice, violence is not our way."

"Still, I don't think all of the Changelings are going to believe you," Thorax said. "And, while I don't want to doubt you, even I'm having mixed feelings about this."

Twilight nodded her head, "I understand that, if you don't trust us, then I can't fault you. I just hope we can become friends someday."

Thorax stood up, bowing to Twilight, "I hope so too. Maybe I should try to catch up with my brother, see if I can try to reason with him."

"We'll treat the rest of the Changelings," Twilight insisted. "I'll see you later Thorax."

Thorax flew off with a few other Changelings, the rest still being treated by the other ponies. Twilight felt so many things, pity for the Changelings who got hurt, empathy for her husband's failed plan, anger for the ones responsible for ruining everything. First things first, help the Changelings and then find out whoever did all this.

"Hey I told you it wasn't us!" she heard the voice of Dante shout.

"We heard gunfire, and your world has warriors who specialize in that type of stuff!" Luna said.

"Oh right, not like The Punisher exists in Marvel," Dante sarcastically said.

"Look, none of us attacked The Changelings," Chris said. "Someone else must have done so."

"Somehow I doubt your innocence in this," Luna said.

"Princess Luna," Sunset interjected. "I can promise you that none of us had any role in this."

"I hope not Sunset Shimmer, because given your skills in magic, I wouldn't be surprised if you were teleporting around and blasting from different angles," Luna said. "I wouldn't be surprised if you did that for all of them."

"Luna, what's happening?" Peter asked, making his way over to them.

"Peter, we have reason to believe that Sunset Shimmer and the Capcom Warriors may have caused all this," Luna said.

"It wasn't us," Dante insisted. "We didn't attack the Queen."

"Wait, why were you even here?" Peter asked.

"I asked them to come," Celestia said, making her way over. "Sorry Peter, but I couldn't leave this to chance, I wanted them around should the treaty go wrong."

"Wait, you asked them to come by?" Peter asked. "Didn't you have faith in my plan?"

"I did, but I didn't have faith in Chrysalis," Celestia said. "They were only here to protect you and Twilight."

"Peter, we wouldn't intentionally cause a fight to break out," Chris said. "If we thought there was a chance for peace, we would have let you take it."

"What a bunch of rubbish!" Luna said. "When you first arrived in our world, all you did was pick fights with Peter and his friends due to your silly rivalry!"

Chris groaned in annoyance, "You know what, yes, we did. We attacked Peter with little to no provocation, and that was wrong of us, we admit it. We never should have let our rivalry cloud our judgement, but even then we never would have endangered innocents."

"Yeah, what Chris said," Dante added. "We were asked to protect, not to fight."

Luna turned to Peter, "What do you make of this?"

Peter focused his attention to the two Capcom Warriors before him, along with Sunset Shimmer, "If they say they didn't do it, then I believe them."

"Really?" Luna asked.

"I can tell if someone's lying, those two are being genuine, same with Sunset," Peter said. "Plus they're heroes themselves, they wouldn't resort to something like this if they could help it."

"Thank you Peter," Chris said, then turned to Luna. "That good enough for you?"

Luna huffed and turned away, "I still don't trust you."

"Well considering you were suspiciously not around during the Canterlot Wedding when Chrysalis first attacked, I wouldn't be talking about trust Luna," Dante said.

Luna suspiciously turned to Dante, "What are you getting at?"

"I'm just quoting what I heard earlier," Dante said. "What we all heard."

"I would never betray my Kingdom!" Luna said.

"Nightmare Moon," Chris said.

"Do not speak of things you know so little about!" Luna warned.

"Guys, please, enough," Peter said. "I know you're upset about Luna's accusations but let's just try to be professional here. I know you two didn't cause this, and I know Luna wouldn't betray her Kingdom if she could help it."

"Let's agree with Peter," Sunset suggested. "Alright?"

"Only for you Sunset Shimmer," Chris said. "You too Peter."

"We'll help you figure out who caused this, might have been a rogue agent from either one of our worlds," Dante said.

"But why would they attack?" Peter asked. "Who else in your world knew about this?"

"Everyone who knew is here," Dante said. "And this wasn't something we talked about over a drink or anything."

"We'll figure this out," Chris said. "For now we need to tend to these Changelings, if you want I can contact my ally Rebecca Chambers, she's a medic."

"Uh, can she help Changelings?" Dante asked.

"She's studied pony anatomy, so I think she can figure out Changelings," Chris said. "It's just a suggestion."

"That would be helpful, thanks," Peter said. "I gotta check with Twilight."

"We should meet with Chun-Li," Sunset said, "Let's go boys."

The two followed Sunset as Luna went to find any other Changeling she could help."

Ryu observed from the Courtyard, solemnly looking over everything, "What a shame, I was hoping it wouldn't come to this."

"I was hoping I get to do something," a pony beside him said.

"Come on Cloud, you knew the plan was to wait and see, you probably wouldn't have even had to fight," a mare said.

"Tifa's right," Ryu added. "Sunset you to come as a chance to help your world connect with this one, things might not have gone as planned but at least the effort of showing up should be a good first step."

"Think Princess Celestia would be fine with us here?" Tifa asked. "I heard she's not too keen on portals."

"The more we help the more she'll trust us," Ryu said. "This means a lot to Sunset Shimmer, I'll do what I can to help her achieve her goals."

"That's really kind of you Ryu," Tifa said. "So, should we introduce ourselves?"

"Right now isn't the best time, let's just helped the wounded," Ryu said, making his way out to the courtyard with Tifa and Cloud.

"Good thing I brought the Healing Materia," Cloud added, bringing the magical orb out.

---

Meanwhile in the Future, the portal from before opened in Future Sweetie Belle's room, the mare having finished feeding her child. She turned to the pony who came through, "Where have you been? And why did a whole squadron of ponies just emerge outside?"

The pony, Leon Kennedy, placed down his weapon as he wiped some sweat from his head. "I was trying to stop a war."

Sweetie Belle was confused at first, then remembered that it was just around the time that Chrysalis first invaded, and that event likely was set to happen in Peter's timeline. "Did it work?"

Leon solemnly looked aside, "Maybe, I don't know if I stopped it, or just delayed it. But I promise, old Equestria won't turn out like this one."

Sinister Growth

The Aftermath of the failed Peace Treaty was not a particularly great event for anypony who had been involved. What should have been peace between two kingdoms was now on the brim of war, and all Peter could wonder was who caused the attack.

The Capcom Fighters denied their involvement, and Peter did want to believe them, as he couldn't really think of a reason why they would mess this up. But guns aren't really a thing in Equestria, and whoever did this had access to them, but it might have also been likely to be someone from Marvel, though aside from maybe S.H.I.E.L.D., Peter can't figure out who would come and do such a thing and why either, unless there's something else Celestia is hiding.

Unfortunately there were no real leads as to who could have disrupted the peace treaty, the one person Cap attempted to trail had disappeared into a portal, with no real idea where that person could be heading.

Some Changelings stayed behind, be it injury or wanting to stay near their comrades, Thorax being one of them. The poor creature felt worry and uncertainty, while he hoped to befriend the ponies, it seems like that might be an impossible goal, whoever disrupted this clearly did not want the Changelings as friends, and it looks like not even Spider-Man's influence can change that.

With nothing left to do in Canterlot, Peter, Twilight and the other residents of Ponyville took the next train home, the spider with a lot on his mind now.

"Well this is just great," Peter lamented. "Guess we were not meant to befriend The Changelings. Looks like that invasion is gonna happen soon."

"Let's not give into despair just yet," Twilight said. "I mean there's still the chance that Thorax can appeal to the other Changelings back in Canterlot."

"I doubt it, I mean they either got shot or blasted with magic, they might not feel so friendly after that," Peter said. "All my planning to avoid that Dystopian Future and we aren't any closer to preventing that."

"Dude, seriously?" Johnny said, getting Peter's attention. "First of that future only happened because you 'died', you're obviously not dead. Second, in that timeline, none of us were here in Equestria, but we are now, thanks to Twilight."

"Yeah, so Twilight may have already prevented that future just by having us here," Bobby said.

"Not to mention that since we all know, we won't get taken by surprise," Applejack pointed out. "Ah think we'll be fine Peter."

"That's really great and all, but I still would have liked to befriend The Changelings," Peter said. "Plus it would prevent unneeded conflict, it benefits both Kingdoms."

"We'll talk to Thorax later, he still seems to be on board with the idea at least," Twilight suggested.

"It was nice to know that not all Changelings are evil," Rarity said. "Thorax really does seem like a dear."

"Plus he might not be the only one who feels that way," Scott brought up. "Granted he was the only one fully on board but who's to say other Changelings don't secretly feel the same way?"

"The Queen's influence might prevent them bugs from speaking their mind," Gambit theorized.

"That's actually a fairly reasonable reason," Twilight said. "Their loyalty to their Queen might outweigh their reasoning, with them being more concerned about pleasing her rather than voicing their own concerns."

"Plus they probably care a lot about her," Peter said. "She does feed them, she's also basically like a mother to them."

"If she raised them from birth, then there's no question that they'll do just about anything for her," Logan pointed out.

"That's why I wanted her to sign the treaty," Peter said. "If anyone could help shift the Changelings to a better future, that would have been Chrysalis. But now there's almost no chance of that happening because she probably thinks we baited her into a trap."

"Speaking of which, we need to figure out who started that ambush," Twilight said.

"Yeah, I'd like to know myself," Peter said, somewhat bitterly. "Whoever caused this might have just led Equestria into war."

"Who knew about all this?" Remy asked. "Who have you told about this plan?"

"I told Princess Celestia and she at least told The Avengers," Peter explained. "I can't say for sure if they told anyone else. Thing is, none of The Avengers really use firearms."

"Black Widow does," Bobby said. "And don't forget what other group she's apart of."

"You mean S.H.I.E.L.D.?" Peter asked. "You think Fury might have sent some guys to take down Chrysalis?"

"I wouldn't put it past him," Logan said. "Especially if he somehow found out about this Dystopian Future that was suppose to pan out."

"Uh, with all due respect to Fury, why would he really care what happens?" Peter asked. "Not like he's particularly close to anyone in Equestria."

"I think I might know why," Janet said. "If he knew about the impending war, he might have thought it could spread to Earth, so he took measures to prevent that."

"That idea seems steep, even for Fury," Logan said.

"Come on Logan, this guy led a secretive assault on Latveria, this doesn't seem too out of his realm," Janet said.

"Might have to agree with Janet on that one," Johnny said. "Fury's pretty damn paranoid, he might have sent a squad of S.H.I.E.L.D. agents to take own Chrysalis before she became a problem on Earth."

"I don't think Cap would have told Fury though, he knows better than anyone how paranoid he would be," Peter said.

"Think it was a Capcom team?" Rainbow Dash asked.

"Chun-Li said she didn't send anyone, same with Chris and Spencer," Peter said. "The thing is, whoever did this knew how to properly move around as a pony too, there's no way a new squad would have moved around like that without some practice and I doubt anyone would have been able to get a squad over here for practice."

"Yeah, whoever did this must have had some experience already, but the question is, who could have pulled it off?" Twilight wondered.

"Hey, Logan," Fluttershy said, whispering to her husband. "You don't think Leon had anything to do with this, do you?"

Logan's eyes widened in realization, his wife had a great point. Leon knew about this, Logan now wonders what if he tried preventing the Changeling war in his own way. He knew what needed to be done now.

The train stopped in Ponyville not too much longer after, everyone getting off and being greeted by The Brotherhood, all of them curious about how things went. Not just them, Trixie, Mayday, Lighting Dust and Laura were gathered around.

"So, did you get the Changelings to sign the treaty?" Wanda asked.

"I take it from the lack of fighting that this must have been a success," Trixie interjected. "So was it?"

"Are we getting any new friends?" Mayday asked.

Everyone started asking questions all at once, so Peter had to shout over them, "Cool it everyone!" They all began to quiet down as Peter started to explain himself. "First off, the plan was not a success, sorry to say."

"It wasn't!?" Trixie asked. "Oh great, so my death is inevitable!"

"It's not, I'm not going to let that happen," Peter reassured. "There was an unfortunate commotion during the signing, and well things might have been made worse."

"This isn't helping much Parker!" Laura said. "It does sound like everyone's gonna die soon!"

"No one's gonna die!" Peter insisted. "Not if I can help it!"

"We're working on a way to fix this, but for now The Changelings might not be of immediate danger to any of us," Twilight said. "Chrysalis...was badly injured from an ambush somepony set up."

"Wait, there was an ambush?" Lightning Dust asked. "What type of ambush?"

"A group of unknown ponies attempted to kill Chrysalis," Peter said. "The weird thing is, they used guns, not really a thing in Equestria."

"That is kind of weird," Laura said. "It wasn't S.H.I.E.L.D. was it?"

"That's what we all thought at first, but we're fairly confident it wasn't," Peter said.

"What about the Capcom warriors, were they there?" Trixie asked. "Think they could have done that if they were?"

"Capcom was present, but they didn't do anything to attack," Twilight said.

"Or so they claim," Scott said. "The more I think about it, what if this was set up by them?"

"I don't want to start doubting them," Peter said. "They said they had no idea so I'd like to believe them."

"But it had to be trained people who can move like ponies, if it wasn't Marvel it had to be Capcom," Scott said.

"Let's not jump to conclusions, Chun-Li did say she would be willing to look into this, it's best that we show her complete trust," Twilight said.

"I'm going back to Canterlot later to check on things, including some of the Changelings," Peter said. "With any luck, we can probably still get a few on our side."

"Mind if I join Peter?" Logan asked. "You could use the back-up."

"I can come as well, help nurse a few Changelings to health," Fluttershy said.

"The more the merrier," Peter said. "We'll salvage this peace treaty someway or another."

Meanwhile the Changelings that escaped had flown far away from the city of Canterlot, stopping briefly to catch their breath and to tend to the queen's wounds.

"Damn Spider-Mane, I should have known this was a trap," Chrysalis said, looking over her wounds. She would be fine, she has a tough exterior, but the fact that they would even are try this irked her.

"We'll get our revenge soon my queen, Spider-Mane will regret making enemies with The Changelings!" Pharynx said.

"That he will my dear Pharynx, however due to this ambush we have been left with fewer Changelings, likely some have been left behind, either imprisoned by Celestia or simply perished," Chrysalis said. "Oh there will be a hefty price to pay regardless, no one attacks me or my subjects with no consequence."

"Sounds like you want revenge," Chrysalis heard. Snapping into view was Discord, "Hello Chryssie."

"Oh it's you Discord, what do you want?" Chrysalis asked.

"Now, now, is that any way to greet an old chum?" Discord teased. "But I'll get to the point, it looks like you were in quite the pickle earlier, what with this big ambush at Canterlot, just when Spider-Mane wanted to 'make peace'."

"Wow, quite the observant one aren't you?" Chrysalis said with a hint of sarcasm.

"I'm just saying that if you want revenge, I think I can help you with that," Discord offered.

"How exactly?" Chrysalis asked, little pessimistic about what Discord had to offer.

"Why it's simple, see your enemy is Spider-Mane, correct?" Discord asked, poofing in a pointy pony Peter. "But he has a team of ponies to help him," Discord said, poofing in pointy pony versions of The Mane 6, along with Shining Armor, Cadance, Trixie, Luna, Celestia and Sunset Shimmer. "That's just the Equestrian Team, now let's factor in his Marvel friends." Discord poofed in pointy pony versions of Johnny, Logan, Bobby, Remy, Deadpool, Wanda, Cap and Stark. "To make things worse, he has his Capcom buddies." He poofed in pointy pony versions of Ryu, Chris, Dante, Spencer and Chun-Li. "See where I'm getting at?"

"Not really, what's the point to all this?" Chrysalis asked. "That he has an army? So do I!"

"'Not just an army, he has friends," Discord said, using his pointy ponies again to illustrate a point. "Your Changelings are essentially the Equivalent of Celestia's Army, and there aren't as many of your Changelings now." He illustrated the possibility of Chrysalis losing due to not only the soldiers, but Peter's friends and allies. "If you want revenge, you'll need allies to combat Spider-Mane's."

"Like you?" Chrysalis asked.

"Oh, not just me," Discord said, using his illustrations to show off many of his villainous allies. "Others. There are more who hate Spider-Mane as well, and while I had already assembled a group to help, the more friends Spider-Mane brings over, the more I need to expand. I've recruited a few allies from the Marvel world but I could use a few more from Equestria itself." Discord held his talon out, "What do you say Queen?"

"Hm...I'd like to see just whom I will be working with before I make a deal," Chrysalis said.

"Fair enough, come with me," Discord said, snapping himself, Chrysalis, Pharynx and the Changelings into the depths of Tartarus. Chrysalis looked around and found herself surrounded by many foul beasts walking about.

"What is this!?" Chrysalis asked.

"Our base," Discord said, then called out. "We have company!"

Stepping into view first were the Marvel villains, whom Discord introduced, "I'd like for you to meet four of Spider-Mane's sworn enemies, Norman Obsborn, better known as The Green Goblin, Max Dillion, or Electro, Herman Shultz, or Shocker, and last but not least, Quentin Beck, Mysterio. In addition I'd like for you to also meet Annihilus, the leader of The Negative Zone, and sworn enemy of The Fantastic Four. You might have seen one of them, he has a fiery looking mane and the 4 Logo on his super suit."

"Possibly," Chrysalis said, trying to remember.

"Do well to learn more about Spider-Mane's friends, that can lead to his downfall," Discord said.

"She's joining out group?" Electro asked.

"Possibly, right now we're negotiating," Discord said. "Oh, Chrysalis, did I tell you that Norman there nearly took over the multiverse?"

"I did hear of a creature who could do that, I seem to remember him broadcasting his battle in the other realm all across Equestria," Chrysalis said.

"Yeah, he's quite amazing...even if he did briefly steal my powers," Discord said.

"Hey you're still choosing to side with me," Goblin said.

"All in good fun," Discord insisted.

Mysterio trotted over to Chrysalis, examining her and her allies, "What can you even do?"

Chrysalis then transformed into Mysterio, surprising the magician, "This answer your question?"

"So she's like a Skrull?" Electro asked. "I guess that's good to have on our side since we don't have any Skrulls at all."

"Maybe we can try to find Super Skrull sometime soon, he'd make a great ally, not just from his shapeshifting powers," Goblin said.

"Oooh, I like how you think Norman, this time at least," Discord said. "Well time to meet the Equestrian allies."

Three Sirens came into view, along with a hooded creature, "Chrysalis, meet the Dazzlings, Adagio Dazzle, Aria Blaze and Sonata Dusk."

"We're Sirens, so we're not too different from you and your Changelings," Adagio said. "We just feed on Negative Emotions rather than positive ones."

"Huh, didn't think there were any Sirens left in Equestria, I heard Starswirl and his Pillars banished them all," Chrysalis said, analyzing the three.

"He did, but well, we're back now, and we want payback," Adagio said.

Chrysalis turned her attention to the one in the hood, "And who might you be?"

"I..." he lifted his hood back, "Am Lord Tirek."

"Lord Tirek?" Chrysalis asked. "So, you are still alive."

"One Thousand Years, trapped in this infernal place," Tirek said. "My time for revenge is forthcoming."

Chrysalis turned to Discord, looking somewhat impressed, "This is quite the team you've assembled, would they be enough to combat Spider-Mane and his friends though?"

"It may or may not be enough, that's why I'm still actively recruiting," Discord said. "There's another who might join us, he came here during the Capcom Invasion, but I'm afraid he isn't very social right now."

"He's been through a lot, you know, coming back from the dead," Adagio said.

"Hey I came back too and I'm fine," Shocker said.

"You weren't actually dead, you were barely alive when you came here though," Discord said. "Vega was dead, then Celestia revived him and left him with a scar, so he's a bit moody about that."

"Celestia revived somepony just to leave them in here?" Chrysalis asked. "With a scar no less?"

"Kind of cruel when you think about it," Adagio said. "Some all loving Princess."

"I mean he did wreak havoc, though I do enjoy chaos so I can't fully side against him," Discord said. "But even if he doesn't join us, we still have other Capcom allies." Discord brought out his Crystal Ball, enlarged enough for everyone to see. "Wesker...oh Wesker! My dear boy Wesker, where are you?"

There was no response, much to everyone's confusion, especially Chrysalis. "Wesker?"

"He led the Invasion with help from Doctor Doom of the Marvel world," Discord said, then tried again. "Wesker! Are you-"

"What is it Discord!" Vergil's voice called.

"Oh, it's you Vergil. Well this is quite a surprise, where's Wesker?" Discord asked.

"He's busy, why are you trying to summon us!?" Vergil asked.

"Oh, I just wanted to introduce him to Queen Chrysalis, I'm trying to get her as an ally for our big Invasion plan," Discord explained. "Say what is Wesker up to anyway?"

"That's for us to know," Vergil said. "Now who is this woman?"

"Why she's right there," Discord said, turning his ball toward Chrysalis.

"So, is this a human?" Chrysalis asked.

"Technically I'm only half human, but my appearance is in fact human so that is a logical conclusion to go to," Vergil explained. "Who are you anyway? Discord introduced you as a Queen."

"That I am, I am Queen of the Changelings, Chrysalis," the mare introduced.

"Changelings, I have heard of your species before," Vergil said. "I take it you are enemies of Twilight Sparkle and her bothersome friends."

"I desire vengeance against her and her husband for their ambush against me, they wanted me gone and took desperate steps for that," Chrysalis said.

"Spider-Man tried to have you killed?" Vergil asked. "That's unusual, I thought he was too righteous to do anything like that, perhaps his battle against Vega changed him. Wesker will be interested to know this."

"Vergil! Where are you!?" Tron's voice called.

"Over here Tron, I'm taking a call for Wesker, it's Discord," Vergil said.

"Who?" Tron asked.

"What does she mean 'who'!?" Discord asked in annoyance, then took a closer look. "Wait, are you in the Marvel World? I swear I can see the New York City skyline. What are you all up to?"

"That is not your concern right now," Vergil said.

"Hey! We're suppose to be allies, and allies don't keep secrets!" Discord said.

"Get used to it, besides I have a feeling you're hiding things from all of us," Vergil said.

"Vergil! It's time!" Wesker called out.

"Very well!" Vergil said, then focused back on Discord. "I must be going, Wesker needs my assistance."

"You know if you're going to be part of this, you can contribute a little more honestly," Discord said. "Seems like I only get to talk to you once in a blue moon and even then you barely have anything to say!"

"You want us to help you with an Invasion, and we're going to do so, that's all the promise you get from us," Vergil said. "Anything else is to us and us alone Discord, do not mistake this partnership for a sign of friendship!"

"But Vergil!" Unfortunately the half-demon disconnected. "What a spoiled brat."

"Is he really going to help us?" Adagio asked.

"I don't know honestly, every offer I've made recently has left me with such unhelpful answers like 'Doom answers to no one' or 'My robots will take care of everything' or 'How did you contact the realm of the Kais', it gets really frustrating!" Discord said, poofing a handkerchief to wipe his head. "So stressful too. Even Starlight Glimmer has been giving me attitude, wondering when she would be able to enact her plan. I was going to have her wait but I might just do it now. At the very least I did accomplish one thing recently."

"What would that be?" Adagio asked.

"I finally got in contact with my ally from the Marvel world," Discord said, grinning mischievously. "He's on his way to Starlight's village, where she agreed to be his host. Oh The Avengers will be in for quite the surprise."

Over at Starlight's village, an Alicorn in green is seen walking through town, levitating a staff overhead. He seemed awfully cheery, occasionally waving to the smiling ponies of the town. He arrived at the house of the village leader and knocked, awaiting her answer.

Starlight opened the door to see her visitor, "You must be Loki."

"How did you guess?" The God asked.

"For starters, why would an Alicorn be at my village?" Starlight asked. "Two, there are no male alicorns, three Discord just told me you were on your way, I doubt you'd be anypony else."

"Wow, you're quite perspective aren't you Miss Glimmer," Loki said. "May I come inside?"

"Sure, why not," Starlight said, allowing the God into her home. "So, what did Discord tell you?"

"He told me of a plan you had to steal the Cutie Marks of the Equestrian Princesses, that it can somehow seal away their powers," Loki said. "I don't know or understand how Cutie Marks work but if you can depower our enemies then I guess I can see why Discord would consider you a valuable ally."

"How do you know Discord?" Starlight asked.

"When I heard that a man in Midgard, that's Earth for you non-Asgardians, had captured a being of Chaos magic, I became a bit interested, being one for Chaos myself," Loki said. "So I decided to pay a visit to this world sometime after Spider-Man defeated the one called Green Goblin, where Discord revealed his plans to me. I was a bit skeptical at first, but seeing that my brother has made a home here I figured why not join Discord and finally take down my brother, so that I may rule over Asgard like I rightfully should."

"You're ambitious, taking out your own brother just for power?" Starlight said. "I mean, I honestly don't care but I do find that a little amazing."

"It is amazing, isn't it?" Loki said. "Now for our plan to come together, we'll have to work very cohesively, I'll help bring whomever you need to this village and we'll use their power to take down The Avengers."

"Along with the Equestrian Princesses," Starlight added.

"Why yes of course," Loki said. "Now tell me more about your plan Miss Glimmer, or may I just call you Starlight?"

"Starlight is fine," the mare said. "Now, here's my plan..."

Later in the day, as promised, Peter did return to Canterlot with Logan, Fluttershy and Toad by his side. The Changelings were all being tended to by several medical staff, including Rebecca Chambers of Capcom, just as Chris promised.

Peter stood by Rebecca and Thorax in a small room, just as Fluttershy was tending to another creature, Toad helping bring whatever she needed and Logan hoping to see if Chun-Li was around.

"How are they doing?" Peter asked.

"They took some heavy damage, and there were some losses I'm afraid," Rebecca said. "But most of them will live."

"I'm so sorry to hear about the losses Thorax," Peter said. "I didn't want this to happen, I swear to you on that."

"I know, I'm good at telling emotions, and you're so full of kindness that I can't fathom you doing something like this," Thorax said. "Whoever did this probably just wanted revenge against us for the Wedding Invasion."

"You never found out who did this, correct?" Rebecca asked.

"No, I don't even know which world they came from, but I will find them and bring them to justice," Peter said.

"I wouldn't be surprised if someone caught wind of Chrysalis's invasion plans," Thorax said. "They might have told one of the worlds, thinking they'd be better suited to take down the Queen."

"Spencer's actually back in the Capcom world, cracking down on a lot of the guys, making sure it wasn't any of them," Rebecca said. "I heard Captain America went back to Marvel to do the same."

"He likely did, probably went to confront S.H.I.E.L.D., I don't think it was them but Nick Fury is a sneaky guy, if he found out and organized this attack, Cap will get him to talk," Peter said. "I hope Spencer can get his guys to talk if they were involved."

Fluttershy finished up on a Changeling's treatment, "There you go, now rest up and you'll feel better in no time."

"Gee thanks Miss Pony," the Changeling said.

"Call me Fluttershy," the mare said.

"Well thanks Fluttershy, I hope I can go home soon and see my daughter, no doubt she'll be worried when she finds out about this," the Changeling said.

"Oh, so Changelings do have kids of their own, I thought Chrysalis hatched you all," Fluttershy said.

"Sort of, I mean we're assigned family members to watch over, so I have a young daughter back home named Ocellus, she's actually really shy, Chrysalis doesn't expect much from her in the future," The Changeling said.

"I know what it's like to be shy, I was once shy myself, until I made some friends," Fluttershy said, "Maybe I can help your daughter find friends sometime."

"I'd like that, thanks," The Changeling said.

Logan came into the room, making his way over to his wife, "Fluttershy, I found her."

"Just in time," Fluttershy said, then turned to Toad. "I have to talk to Chun-Li, can I trust you to stay here and not cause trouble?"

"Sure thing Fluttershy," Toad said.

Logan turned to Peter, "Hey Peter, the wife and I want to talk to Chun-Li, we're leaving Toad, that good with you?"

"Yeah that's fine," Peter said.

Logan and Fluttershy made their way out of the room, meeting with Chun-Li at the end of the hall.

"Thanks for meeting with us Chun-Li," Logan said.

"Thanks for pulling me away from Luna, I was this close to cracking her horn off with one of my kicks," Chun-Li said, still somewhat bitter about how annoying Luna was.

"I'll get to the point, we need to contact Leon, we think he had something to do with this," Logan said.

"Leon? But why?" Chun-Li asked.

"He is in Equestria's future right now, he knows how bad the Changelings are, and the attackers did leave without a trace," Logan said. "Even Cap said one of them just disappeared, he didn't think it was Unicorn magic either since the attacker didn't even have a horn."

"But, I can't imagine Leon doing something that reckless..." Chun-Li thought a moment. "Then again, he's always been a bit headstrong, so maybe it's not too out of reach..."

"We should contact him," Fluttershy said.

Chun-Li nodded in agreement, "We should." She grabbed a radio, one specially designed to reach Leon. The wonders of Capcom's technology mixed with some Equestrian magic. "Leon, it's Chun-Li, do you read me?" She waited a bit for an answer, but none came. "Leon!"

"Chun-Li?" Leon's voice came through the radio, almost static like but he was there. "Is that you?"

"Good, I got a hold of you," Chun-Li said. "Now listen, I have something to ask you."

"We have something to ask you," Logan corrected, getting Leon's attention.

"Logan?" Leon asked.

"There was an attack earlier in Canterlot, The Changelings came under fire, including their queen," Logan said. "I'll get to the point, did you have anything to do with that?"

Leon hesitated before answering, so this time Chun-Li spoke up, "Leon, you better not be stalling! Answer Logan's question."

"I...I did what needed to be done," Leon said from his room in the future.

"Leon, it's me Fluttershy. I know you meant well, but this wasn't the way to go," Fluttershy said. "Peter was about to sign a treaty, your ambush wasn't needed."

"Those Changelings destroyed this future, you should be thanking me Fluttershy, I pretty much prevented your death," Leon said.

"Leon, you didn't even finish the job, those Changelings probably want revenge now!" Chun-Li shouted. "There might be war!"

"Then I'll be back, I'll face the Queen myself if I have to," Leon said. "And this time, I'll go for the head. Catch you later."

Leon turned off his radio as Chun-Li tried speaking into it again, "Leon? Leon!" She groaned in annoyance, "That guy can be so...it's like he's trying so hard to be this badass hero, but he comes across so naïve at times."

"What should we do now?" Fluttershy asked.

"I'll keep some of my guys posted around this world," Chun-Li said. "If the Changelings try for revenge, we'll be ready."

"I'll talk to Chuck, maybe he can send a few X-Men over to keep an eye out too," Logan said.

"We also have The Wonderbotls and the Royal Guard to help keep us safe," Fluttershy said.

"We'll prevent any more tragedies, you have my promise," Chun-Li said, doing a slight bow.

"So now what?" Fluttershy asked. "Should we tell Peter about Leon?"

"We'll tell the Princesses at least, just to get them off Chun-Li's back, we'll tell Peter a bit later, right now he's a bit on edge and likely to do something rash," Logan said. "We don't want him building a time machine just to find Leon, and then making himself disappear for another thirty years and ending up in some different alternative future."

"Yeah, you're right," Fluttershy said. "Let's go tell the Princesses, hopefully they can come up with a story to ease Peter's worries."

The Changeling treaty has not only failed, it has given more of a chance for Discord to take over Equestria as the villains have one more potential ally, or perhaps two more, given the newfound duo of Starlight Glimmer and Loki.

The future of Equestria and even the different Earths are still unknown, and it's up to the heroes to keep things safe.

Author's Notes:

Gotta take a quick break to get my computer fixed up, next chapter in like 3-4 weeks.

Order and Chaos Part I

The following day in Equestria, things were starting to pick up, even if only by a little bit. Peter got word that the Changelings were starting to feel better, some healthy again, others needing a bit more time.

Peter went with Twilight and Wanda to Canterlot, the trio making their way to the infirmary where the Changelings were still resting. Rebecca Chambers was still present, to Peter's surprise, but relief.

"Hey Rebecca, didn't expect to see you here so early," Peter greeted, making his way over with his wife and friend.

"Hi Spider-Man, I spent the night in the castle so I can be nearby in the event I'm needed," Rebecca said.

"You can call me Peter, don't be so formal," the hero insisted. "I mean we've known each other a while and our worlds are friends again."

"Guess you're right, though lots of guys in my world still call you Spider-Man, mostly out of respect," Rebecca said.

"Ha, I'm respected in Capcom, that took a while," Peter said.

"Mostly, of course there are still some who think you're overrated, but compared to like 2 or 3 years ago, it's dwindled, thanks to Ryu's influence," Rebecca said. "Honestly I was surprised to hear that he, Dante and Chris gave you so much trouble, especially Chris since you both had a common goal, that being taking down our former Captain."

"You mean Wesker right?" Peter asked.

"I keep forgetting he was Chris's Captain at one point," Twilight said.

"More than that, he was like a mentor," Rebecca said. "Wesker has always been proud of Chris, calling him his best S.T.A.R.S. member. Chris has always looked up to Wesker, especially considering his parents had passed so Wesker was the only father figure he had for a while."

"Chris never told me about his parents," Peter said, feeling some empathy for the former cop.

"He doesn't talk about it much, I didn't even find this out from Chris, his sister Claire told me," Rebecca said. "That's why they're so close, they're all that each other has as far as family goes. Chris being betrayed by Wesker did change him a bit, probably gave him some trust issues, even Jill had trouble getting through to Chris." Rebecca sat against a wall, thinking over her lost teammates. "I don't blame him for having changed though, Wesker got all our teammates killed after all, including two good friends of mine. It was heart breaking to see my friend Edward die in front of my eyes, even more terrible when he came back as a zombie. Then there's Richard, I keep thinking of ways I could have helped him."

"Take it from me, putting yourself through that isn't worth it," Peter said, going over to comfort Rebecca. "I've gone through the same thing myself, between my uncle being killed because of a mistake I made, then not being able to save a good friend of mine."

"I guess you're right, Edward and Richard wouldn't want me moping over them forever, as far as I'm concerned, they died heroes, especially Richard," Rebecca said. "The only reason that snake never got me was because Richard saved me, I doubt he would want me to have regrets."

"Snake?" Twilight said, getting a bit nervous and looking around. "How big was this snake may I ask?"

"Uh, the size of a train probably, I don't remember, but it was enormous," Rebecca said. "Chris named it Yawn because it always yawned before attacking."

"Right...what did happen to that snake, if I may ask?" Twilight asked.

"It's dead, Chris and Jill killed it," Rebecca said. "Even if it survived their fight, I doubt it survived after the house it was in blew up."

"Oh good..." Twilight said, feeling relieved.

Rebecca looked to Twilight, feeling a bit sympathetic, "Uh, I take it you don't like snakes."

"Not just that, she's also afraid of ladybugs," Peter said.

"I am no!" Twilight shouted, shyly looking down. "Not most of the time at least."

"She's also afraid of the sight of a Quesadilla," Peter pointed out.

"Can you keep any secret!?" Twilight asked. "I'm surprised you never told anyone your identity!"

"Hey I almost told Daredevil once" Peter said. "Besides there's nothing wrong with having a phobia, Ryu's mentioned many times he's afraid of spiders. Janet's actually afraid of them too, which is why she used to hate me."

"Well for starters, I'm not afraid of seeing a Quesada, I just think they're really cheesy, it's weird to me," Twilight said. "No snack should have that much cheese."

"Don't worry Twilight, your secret is safe with me," Rebecca said.

"And me," Wanda said.

"And us," the room full of Changelings said.

Peter looked around, feeling a bit awkward, "I honestly forgot we were in a room full of Changelings, looks like they know all about Twilight's fear of snakes, ladybugs and Quesadillas."

"I don't have a fear of ladybugs or Quesadillas!" Twilight angrily insisted, her magical aura rising.

"I can't help but notice that you didn't mention snakes," Peter pointed out, getting a glare from his wife.

"Peter..." Twilight's eyes started glowing, Peter sheepishly smiling while Thorax snuck away.

"Uh, maybe we should drop the subject," Rebecca nervously said. "She's getting pretty mad."

"Yeah, now's not the time for Extreme Hide and Seek," Peter said.

Rebecca curiously glared at Peter, "Do I even want to know what that is?"

"Let's just move on," Twilight said. "Also if Chris or Jill ever want to talk then we're all ears. The more friends the better I say."

"Maybe you can get through to him, Chris does bottle stuff up," Rebecca said. "He's gone through some pretty traumatic stuff, he acts like he's alright but we can tell he's not as fine a he makes himself out to be. Jill too, I mean she had a giant monster stalking her around Raccoon City years ago, she's even been infected with the virus, she's lucky Carlos was able to treat her fast otherwise she would have been another zombie."

"Yikes, yeah I fought that monster myself, getting chased around by something like that does seem scary," Peter said. "I can relate to the trauma, I've been some pretty intense stuff myself, especially the symbiote stuff."

"Fluttershy still has nightmares about King Sombra, and Nightmare Moon," Twilight said.

"What about you Rebecca?" Peter asked. "How did you handle that experience?"

"Well between being attacked by leeches, including their leader, nearby getting eaten by an oversized snake, almost getting killed by a giant lizard with claws and getting shot by my former captain...I think I'm doing pretty well," Rebecca said.

"Ew, leeches?" Twilight asked.

"Big ones too, like the size of a shoe," Rebecca said. "Human shoes to be precise."

"Gross," Twilight said, just thinking about those creatures made her feel uneasy.

Thorax and Wanda stood there very confused, wondering just what type of things this girl went through in her world.

---

Back in Starlight Glimmer's village, the mare was writing something down, making plans of sorts. In her home also resided the God of Chaos, that being Loki, who seemed rather bored at the moment.

"So much waiting, so little action," Loki said, using his magic to twirl his staff. "How much longer is this going to take?"

"Be patient will you?" Starlight scolded. "Discord told me that Twilight Sparkle is a very crafty mare, and that her husband is just as crafty, this needs perfect planning if we hope to defeat them."

"Please, I don't need any type of strategy to do away with Spider-Man," Loki insisted. "Strong as he is, he's still only a mortal."

"Well Twilight Sparkle is not some 'mere mortal'," Starlight said. "She's an Alicorn Princess, and Alicorns are capable of powerful magic. They themselves are Godly creatures of Royal Status. It is the very reason you are one of three to turn into Alicorns upon arrival in Equestria, the other two being a hero named Wonder Woman, and your brother Thor."

"Ah, so Wonder Woman has been to this world?" Loki asked in curiosity. "Very interesting development."

"Years ago, during some Tournament," Starlight explained. "But my point stands, if we don't plan this well, then we could be setting ourselves up for failure, and I've worked too hard for many years to allow that to happen."

"I still say you have little to worry about," Loki said. "I am powerful enough to do battle against The Avengers by myself after all."

"Didn't you have to use alien creatures that came from some Cosmic Cube of yours?" Starlight asked.

"The proper term for my Cosmic Cube is 'The Tesseract', for future reference," Loki corrected. "And that was merely for fun, just to spread a little chaos, it is my specialty after all."

"You truly are similar to Discord then," Starlight said, still writing her plans. "First thing's first, I have my own goals. As you may or may not have noticed, all the Cutie Marks in this village have been replaced by my own little design."

"Cutie Mark?" Loki asked.

"The mark on a pony's flank," Starlight said, gesturing to her own. "This equal sign isn't my real mark, that's just a fake. The ones everypony else has are real though, their real marks were taken away with my magic."

"You take these Cutie Marks?" Loki asked. "I take it these marks are quite important then if they're worth taking."

"They are, a Cutie Mark is one of the most important aspects of a pony, sometimes it can even affect their personality, or on occasion, their strength," Starlight said. "All these ponies in my village, they're equal in every way, no one pony cooks better than the other, no one pony is faster than the other, no one pony is stronger than the other. If I can expand this to all of Equestria, becoming the most powerful will be a piece of cake."

"I take it this is your plan against Twilight Sparkle then," Loki theorized.

"Correct, by stealing the Cutie Marks of Twilight and her friends, it will greatly weaken them and I can even manipulate them into joining my cause, once ponies see a Princess under my rule, they'll be more than willing to give my way a try," Starlight explained.

"Perhaps, though aren't there more Princesses?" Loki asked. "What are the odds of them joining this cause?"

"Even if they don't, that's where you come it," Starlight said. "Some of these heroes don't even have Cutie Marks to steal, I don't know if it would even affect them since they're not Equine born, rather humans at heart. But I know they're your enemies first and foremost, so I will give you your opportunity to destroy them."

"Very well, if this helps in getting my goody-goody brother out of the way, then I shall go along with your planning Starlight Glimmer," Loki said. "Perhaps if your plan goes well and you prove yourself to be a valuable ally, I may request your assistance in my taking the throne of Asgard."

"Yeah sure, I'll think about that," Starlight said, resuming her plans. "All I have to do is find a way to bring Princess Twilight and her friends over to this village."

"I believe I can assist with that," Loki said. "Just tell me when your plans are ready, and I shall personally fetch them."

---

Later on, Peter had gone home with Twilight and Wanda, relieved to know the Changelings were healing quite well. It seems like many of them do appreciate the help they've been receiving, the heroes hoping that this could prevent any dislike toward the ponies of Equestria.

Upon arrival at the station, they were surprised to find the rest of their friends waiting for their arrival, along with a mysterious new pony.

"Wow, this is a surprise," Twilight said upon greeting her friends. "Didn't expect a welcoming party."

"They're probably curious about how the Changelings are doing," Peter theorized.

"Well that was part of the reason we're all here," Applejack said. "But there's another reason."

The mystery pony trotted over to Peter, shaking his hoof with both of his, "Greetings, I am Low Key, it is a pleasure to meet you Spider-Mane."

"Uh, nice to meet you too," Peter said, feeling a bit confused. "Uh, do I know you?"

"No, but I now you," Low Key said. "But then again, everyone does, so I suppose that's irrelevant, hehe."

"Uh...maybe?" Peter said, unsure of how to reply.

"And The Princess of Friendship," Low Key said, taking her hoof in his. "It is an absolute honor to meet with you up close, you're a real legend in Equestria."

"Oh, well I wouldn't say 'Legend'," Twilight bashfully said.

"Oh on the contrary, ponies have told stories of your epic encounters, what with Spider-Mane's time on Earth battling fiends such as The Green Goblin, Venom and The Sinister Six, and Princess Twilight's battles with Nightmare Moon, Queen Chrysalis and King Sombra!" Low Key eagerly spurred out. "Plus your combined efforts against the invaders of Capcom, such as that dastardly Albert Wesker and his demon sidekick Vergil! I've even heard of recent battles, such as one against the Sorcerer Baron Mordo!"

"Wow, you sound like a huge fan of ours," Peter said.

"Oh that's an understatement," Low Key said. "It was hearing your stories that gave me hope when I was living in that accursed village."

"Huh? What village?" Twilight asked.

"Oh it's terrible, absolutely terrible!" Low Key dramatically stated. "A lack of Freedom, no originality, it's sad, just sad I tell you!"

"Tone down the drama dude, what's sad?" Johnny asked.

"About North of this town, there's a village of ponies who desperately need help," Low Key explained. "Those poor ponies are living in absolute disharmony, where everyone is forced to be the same. Including me, I mean look what they've done to our Cutie Marks!" Low Key showed off his mark, which was an Equal Sign.

"That's unusual," Twilight said, examining the mark. "What does it mean?"

"Equality," Low Key said. "All the villagers have them, the leader took away their marks because she said individuality was bad."

"Whoa there, back up a bit," Applejack said. "Did you just say that she took yer mark?"

"That should be impossible," Twilight said. "Ponies can't lose their Cutie Marks, it's part of who they are."

"It's her staff," Low Key explained. "It can remove Cutie Marks! Oh it's just awful! I was lucky enough to get away, but the other villagers, they can't afford to leave, which is why we need your help Spider-Mane, and you Princess Twilight, please save us poor villagers!"

"Uh, sure, that's what Heroes and Princesses are for," Peter said.

"And we'll all help too!" Pinkie said. "It'll be one big adventure! The Elements of Harmony and the Heroes of Marvel!"

"Pinkie, that's nice, but you're pregnant," Peter said. "I don't think that's safe."

"She ain't the only one," Remy pointed out, eye gesturing to Applejack and Twilight.

"Don't worry about me, it wouldn't be the first time I've faced potential danger while pregnant, and somehow I don't think whomever we're dealing with will be as bad as The Green Goblin," Twilight insisted.

"Still, I'd feel better if you brought your superhero suit," Peter said. "The magic should protect you and the baby should anything happen."

"What about Applejack?" Remy asked.

"Uh, I don't have a suit for her, better she and Pinkie Pie stay back, but we'll all keep an eye out for them," Peter said.

"Splendid, the more the merrier I say, plus the increased chance of success," Low Key said. "Besides, I assure you that as bad as this pony is, I doubt she'll pose much danger so your wives and their seeds should be safe."

"Well first thing's first," Applejack said. "We gotta get the Brotherhood here to Canterlot, bringing them on this trip might be too much."

"And contact foalsitters for our children," Rarity said.

"We gotta prepare too, if this pony has magic strong enough to remove a Cutie Mark, she might be a very formidable threat," Twilight said.

"Let's swing by our homes first then, get all the gear we need," Applejack said.

"How long do you think this might take?" Johnny asked

"Uh, not sure," Applejack said. "Prepare fer a couple of days at least, that's how long some of our adventures take place anyway."

"A couple of days?" Bobby asked. "Maybe that's how long it took before we came along, but we get things done fast, a couple of hours should be enough."

"Better safe than sorry, just bring what ya think you'll need," Applejack suggested. "Just the essential stuff."

"I really do appreciate all your help," Low Key said. "I just know that with your combined efforts, all will be right and things will return to it's proper order."

"It's no trouble at all," Twilight said, flashing a friendly smile to the pony.

Low Key seemed grateful up front, however deep lurking within him was a pony with a master plan, with these fools being a stepping stone towards that plan's completion.

An hour passed by and the heroes were ready to move, especially after finding foalsitters for their kids. Aunt May would be keeping an eye on Mayday, The Apple Family keeping tabs on Oliver, Laura and Lighting Dust foalsitting Rina, the three apprentice seamstresses of Rarity watching over her child as well as Bow Hothoof and Windy Whistles watching over Firefly. Twilight was in her Amethyst Sorcerers suit, joined by The Elemenets, Peter in his Spider-Man suit, The Heroes in their gear, and Rumble, all of them on their way to this mysterious village.

"Wait, what's Rumble doing here?" Bobby asked, taking note of the colt.

"Hey, I heard there was a town full of ponies who lost their Cutie Mark, I wanted to check it out," Rumble explained, looking eager to go to this mysterious village.

"Uh, Rumble?" Twilight said, approaching the colt she had once taken in. "I appreciate you wanting to help, but thirteen ponies might be a bit too much."

"I won't get in the way, I just want to see what a true town of ponies looks like," Rumble said.

"True town?" Twilight asked.

"Yeah, no Cutie Marks telling you what to do, whoever this pony is that took those Cutie Marks, they're straight up geniuses," Rumble said.

"Genius!?" Rainbow Dash asked. "Rumble, what's so genius about taking Cutie Marks?"

"Wait, are you still on this whole 'Cutie Marks are bad' thing?" Applejack asked. "Didn't mah sister get through to you?"

"Hey I respect that she's a Cutie Mark Crusader and that she loves helping others," Rumble said. "But come on, I know what heartache Cutie Marks caused for her, it's frustrating to just about everypony, honestly Cutie Marks just seem like a cruel prank from Equestria's divine forces."

"Cutie Marks exist for a reason Rumble," Twilight said. "They're part of a pony, and they're nothing to be ashamed of."

"Peter's world doesn't need Cutie Marks and they're fine," Rumble said. "Even Bobby there still doesn't have his mark."

"Don't remind me, Sweetie Belle won't stop bugging me about it, even Laura hasn't earned her Mark yet, but she really doesn't give a crap," Bobby said.

"Neither one of you have done anything impressive yet, that's why," Deadpool taunted.

"Shove off jerk-face," Bobby said.

"Rumble, just go home for now," Twilight said. "I don't know what to expect and I don't want to risk anything bad happening to you."

Rumble groaned in disappointment, "Fine, only for you Twilight. But tell me what it's like when you get back."

Rumble flew off and made his way back home, to which Bobby had to wonder, "Wait didn't he move?"

"Cloudsdale really isn't that far away, at least not for a Pegasus with super speed, and Rumble's a really fast flyer," Rainbow Dash said.

"Plus he's still dating Apple Bloom," Applejack said. "So of course he comes by very often."

"I still want to take him back into our house," Twilight said, then turned to her husband. "Think Flitter and Cloudchaser will eventually decide to move in with us? We have the room for it."

"Hard to say, I do miss having Rumble around but I say he and his foalsitters should be left as they are, if they need help we'll be there but for now they're doing fine without us," Peter explained.

"Yeah but..." Twilight thought it over, still desiring to have the colt back in her home. They bonded quite a bit, and she does miss that bond. "Oh, I guess you're right."

"It's not like we don't get to see him, and he can still do sleepovers, that will make Mayday happy, but for now, let's let him grow on his own," Peter said.

"Wow Peter, those are quite the words of wisdom," Johnny said. "Too bad wisdom means old age, you're getting old Peter."

"Says the guy who's my age, so if I'm old, then so are you," Peter said. "Might explain the gray."

"What gray!?" Johnny asked, frantically searching for a reflection. "Someone hand me a mirror!"

"No one here has hands dude," Peter joked, getting a glare from Johnny.

"I will burn you!" Johnny warned, heating up his fire for emphasis.

"Johnny, chill, he's just screwing with you," Rainbow Dash said. "You don't have any gray on you."

"Yeah, listen to Gray-bow Dash," Peter joked, receiving a glare from the Pegasus.

"Just wait til you get some gray hairs Parker, I'm going to rub them in your face!" Rainbow Dash warned.

The ponies were grateful the train was finally arriving, they no longer had to listen to this nonsense. The heroes climbed aboard and were on route to this mysterious town, wondering what would be in store for them upon arrival.

It was a lengthy ride but the twelve ponies had gotten off at the stop that Low Key had told them and were on their way to this mysterious town. After some traveling they eventually spotted the town from the distance, or what they thought was the town.

"Think that's the place?" Bobby asked.

"Might be, no other town nearby," Remy said. "Don't think so at least."

"Rainbow Dash, Johnny, mind circling the area and seeing if there's any other town nearby?" Twilight asked.

"You got it sis," Johnny said, flying up with his wife, the two flying into the distance to search around.

"I really hope that isn't the town," Rarity said. "Even from over here it looks so dull, what if I have to stay here?"

"We better," Bobby said, dragging around a huge suitcase. "I refuse to have lugged this thing around for nothing."

Applejack sighed at the sight of the suitcase, then turned to her fashion friend, "Tell me again why you brought so much junk?"

"Junk!?" Rarity shouted, highly offended. "That's not junk! It's my basic survival equipment!"

"Basic she says," Bobby lamented as he continued to drag the suitcase. "It's like you squeezed your entire shop into this thing."

Rainbow Dash landed down near her friends, "No other villages nearby, that's gotta be the place."

Johnny also landed nearby, "Though I got a nice glimpse of the town, it looks so deprived of life."

"If Cutie Marks have been taken, then it makes sense that ponies would feel that way," Twilight said. "Let's hurry, we mustn't dawdle."

"I can only imagine what those poor ponies are going through," Fluttershy said as she followed her friends into town.

As soon as they arrived in town, they were met with nothing but smiles, everypony seemed to be smiling and happy as they went about their day.

"Uh...is this really the right place?" Applejack asked. "Everypony looks happy."

"Too happy," Johnny said. "All these smiling ponies just looks odd to me."

"This is the right place, check the Cutie Marks," Logan said, gesturing to the fact that everypony in town had an equal sign Cutie Mark.

"Well they look happy considering their marks got nabbed," Johnny said. "Maybe Rumble was right about the Cutie Mark thing, ponies probably feel happier without them."

"They're not happy," Pinkie Pie said, getting everyone's attention. "I know smiles, and those smiles aren't real, they're fake."

"Uh, fake?" Applejack asked. "How can you be sure?"

"Nopony smiles like that when they're genuinely happy, they're forcing it," Pinkie Pie said. "They're trying too hard to be happy because they're really miserable deep down."

"Oh, so it's kind of like how I make jokes when I'm nervous," Peter said.

"Dude you make jokes all the time, what do nerves have to do with it?" Johnny asked.

"Hey, I don't always makes jokes you walking, talking flashlight," Peter said.

"You just made one right now!" Johnny shouted in disbelief.

"That's not a joke, that's an insult," Peter corrected.

Twilight angrily stomped her hoof, getting the heroes' attention. "Will you two knuckleheads knock it off, or did you forget there's a reason why we're all here!?"

"Sorry Twi," both stallions apologized.

"All we have to do is find the leader," Logan said. "Then we can get answers."

"Oh I can help with that!" A voice said, startling Logan to the point where he unsheathed his claws at the stallion's neck. "Wow, you almost got me there, would have been really painful if those things actually touched."

Logan took a breath, realizing it was just a civilian, but his continued smiling despite being threatened a moment ago did seem very odd to Logan, "Sorry about that, but next time you shouldn't sneak up on a guy."

"I learned that the hard way!" Deadpool said, grinning like a dofus. "Many times!"

"Well you all look very new to Our Town, so I will be the first to show you around," the stallion said. "My name is Double Diamond, and you are...wait." He got a good look at the ponies. "I think I know who you are, Princess Twilight, Spider-Mane and their merry group of friends!"

"Sure, lump us all into one category," Bobby sarcastically said.

"Oh hush Bobby," Rarity scolded, then turned to Double Diamond. "That we are, it is nice to meet you Double Diamond. I in particular am Rarity."

"We've all heard of you and your clothing line, you're quite the celebrity," Double Diamond said.

"Oh, ponies know me, perhaps I can set up a shop here in the future," Rarity said.

"Oh that can't happen I'm afraid," Double Diamond said. "Your clothes are too nice, and it would make the other ponies feel bad if they can't make clothes as lovely as yours, here in Our Town, nopony is better than anypony else at any task, we're all equals!"

"That...sounds counter-productive," Peter said. "Then again it's just clothes, ponies usually don't wear any, so I guess a Seamstress would be kind of useless."

"Useless!?" Rarity shouted, causing Peter to flinch. "You're lucky there was a pony like me who could fix your suit when you first arrived in Equestria, and that was a never ending job considering how much you constantly totaled it!"

"Hey give me a break, I never really realized how bad it got, I usually fixed it myself, but then turned into a pony and I couldn't use my hooves, or horn!" Peter said.

Twilight shook her head and tried to get the conversation back on track, "So, Double Diamond, you said that everypony here is the same in skill?"

"That is correct, of course everypony still has their own job to do, we have our own bakery," Double Diamond said, gesturing to the town baker. "Hi Sugar Belle! Meet some new friends of ours!"

"Why hello," Sugar Belle greeted. "It's always nice to have travelers."

"Not just any travelers, Princess Twilight and Spider-Mane!" Double Diamond said. "And their Merry Friends."

"Gonna have to ask you to stop calling us that, it's lame," Johnny said.

"Johnny, be nice!" Twilight scolded, then turned back to Sugar Belle. "It's a pleasure to meet you."

"Same here," Peter said, bowing to the mare. "Town baker huh?"

"Yes, I just love baking, want to try some of my muffins? On the house for you new travelers," Sugar Belle said.

"That's mighty generous of ya," Applejack said. "But we shouldn't-"

"Hey! Don't turn down free muffins!" Deadpool said, walking over to Sugar Belle. "We'll gladly take your offer."

"Be right back," Sugar Belle said, heading inside.

"Uh, Rarity, is she a relative of yours?" Bobby asked, gesturing to where Sugar Belle went.

"Huh? No, why?" Rarity asked.

"Well, her name's 'Sugar Belle', reminds me of 'Sweetie Belle', so I thought relative," Bobby said.

"It's just a similar name, we're not related," Rarity insisted. "I don't think so at least, I feel like my parents would have said something."

Sugar Belle came back with a tray of muffins, twelve to be precise, one for each pony. "Dig in!"

The ponies trotted over and each grabbed a muffin, taking one bite out of it. Immediately they felt the urge to gag, but stomached it for the moment, not wanting to upset Sugar Belle.

"These are...rather unique tasting muffins," Twilight said.

"Oh that's impossible, nopony bakes better than anypony else in this town," Sugar Belle explained.

"The hell!?" Deadpool shouted. "So you're as bad as the worst cook in town!?"

"We prefer to think of it as, everypony being the best cook in town," Double Diamond said.

"Ok, this needs to be fixed, pronto!" Deadpool said. "Take us to your leader so we can bitch-slap them."

"Deadpool!" Twilight angrily shouted, then turned to Double Diamond and Sugar Belle. "Please forgive him, he makes very stupid and inappropriate jokes sometimes."

"Oh that's fine, he seems like the prankster type, and we all enjoy a good laugh," Double Diamond said, both he and Sugar Belle doing a rather monotone and forced laugh.

"Oh don't tell me, everypony has to laugh the same," Deadpool commented.

Pinkie gently rubbed her stomach, "I'm sorry to put you through this little one, when we get home-" Suddenly Pinkie had to vomit, so she quickly ran to a nearby bucket and puked.

"Oh, did she not like my muffins?" Sugar Belle asked, looking a bit hurt.

"It's not that, she's pregnant and well, that's how pregnant mares can be," Twilight pointed out.

"Oh, yeah that makes sense, that's actually cute then, who's the lucky father?" Sugar Belle asked.

"That'd be me," Deadpool said.

"Well congratulations sir," Sugar Belle said. "Your wife is a very lovely mare."

"Of course she is, everyone loves Pinkie Pie," Deadpool looked to the 'screen'. "Best Pony, am I right?"

Sugar Belle looked around, "Uh, who's he talking to?"

"Don't ask," Logan said.

"Let's just hurry on," Twilight said. "Talking to your town leader is why I came after all."

"Sounds exciting, maybe she'll give you a nice, warm welcoming party," Double Diamond said. "We have a pony who specializes in party planning."

"I don't suppose he's from out of town, is he?" Pinkie asked.

"Oh no, he's a local," Double Diamond said.

"So, since he's a local, his party skills are likely as good as yours," Deadpool said, afraid of where this was going.

"Of course, we're all equals, but everypony has a task to do, because somepony's gotta do it," Double Diamond said.

"Well, it's just parties, anyone can throw a party so it should be fine," Bobby said, getting an angry eye twitch from Pinkie Pie.

"Note to self, fire Bobby out of my party cannon," Pinkie muttered.

"Oh, here comes Party Favor now," Sugar Belle said, gesturing to the Unicorn Pony, who seemed to be accompanied by a Pegasus.

"And he's being joined by our good friend Night Glider," Double Diamond said. "She loves flying, and performing tricks."

"Wow really!?" Rainbow Dash said. "Maybe she can show-"

"Uh Dash, remember, everyone's an Equal," Johnny said. "I doubt she can do anything the others can't."

"Oh right," Rainbow Dash dejectedly said.

"Double Diamond, who are the guests?" Party Favor asked. "There sure are a lot of them."

Double Diamond turned to greet his friend, "It's Princess Twilight, Spider-Mane and their merry-"

"Their friends! That's all!" Johnny interrupted.

"Johnny, relax yourself!" Twilight scolded, then turned to Rainbow Dash. "Can you please keep Johnny from acting up?"

"Hey he's not wrong about the 'Merry' thing," Rainbow Dash said.

Twilight rolled her eyes in annoyance, of course those two can be hive minded, "As Double Diamond said, I am Princess Twilight Sparkle, I came to meet your town leader."

"Oh yeah, she's been expecting you," Night Glider said. "She said to meet her up on that mountain area, in the Cave of Forbidden Desires."

"Cave of what?" Peter asked. "Weird name."

"Thanks, I just thought of it myself, I don't think that's the actual name though," Night Glider said. "Pretty unique huh?"

"Night Glider!" Sugar Belle scolded. "You know what our leader Starlight thinks of uniqueness, nopony should be better at something than anypony else, that's the fastest way to lose a friend."

"You're right, I'm sorry Sugar Belle," Night Glider lamented.

"Now hold on there," Applejack said. "How can a pony being better at something make them lose friends?"

"Well if one pony can do something incredible and the other pony can't, then that pony might start to feel bad about themselves," Sugar Belle explained. "It wouldn't be nice to flaunt your talent and your differences, that makes you a poor friend."

"That's just silly! Me and mah friends all have different talents and that doesn't bother us," Applejack said. "Pinkie Pie bakes better than us, but we don't feel bad for that because we love her cooking!"

"Aw, thanks Applejack, and nopony can buck trees like you," Pinkie Pie said.

"Dash and I do wicked awesome stunts, ponies admire us for how kickass we are," Johnny boasted.

"Rainbow Dash being a better flyer never once bothered me," Fluttershy explained. "She loves what she does, and I love what I do, taking care of animals."

"Hm, now that doesn't make sense," Sugar Belle said. "How can you all be friends if you're all so different, friends should have things in common."

"You can have something in common and still be different than somepony else," Peter said. "Me and Twilight both love science, but she excels more at the magic aspect while I'm more into chemistry."

"Like Johnny, I enjoy looking very fashionable," Rarity said. "Yet he doesn't design clothes, I however do."

"Pinkie Pie and I both enjoy a good time," Remy said. "We both like partying, though her parties are a little different than the ones I'm used to, but that don't stop me from having a good time."

"The best friendships are the more diverse ones, because they lead you to new experiences," Twilight explained. "What exactly has this leader of yours been teaching you?"

"And does this have anything to do with why she's been taking your Cutie Marks?" Peter asked.

"Starlight says they cause nothing but trouble," Sugar Belle said. "And that we'd be happier without them."

"I don't suppose this Starlight girl came to Ponyville at any point, this sounds like stuff Rumble would say," Bobby said.

"We'll discuss that later, let's go to this cave," Twilight said, following the four ponies with her friends.

After a few minutes of trotting, the group had arrived inside the cave where they came across the most unusual thing. In the cave was a glass case where all of the town's Cutie Marks were. This of course came as a big surprise to Twilight and her friends.

"What in the world?" Rarity stated. "All of the Cutie Marks! They're locked up in this cave!"

"So this Starlight chick really does have that type of magic," Bobby said. "Pretty gnarly if you ask me."

Twilight looked quite upset by this, whoever this Starlight mare was, she was messing with pony nature, and she could not allow this to be. "Where is this Starlight pony?"

"I'm right here?" Starlight said, appearing from behind the group. "Princess Twilight Sparkle, welcome to my village. Or rather just outside the village, but I believe you had a chance to explore Our Town."

"We did, and we're not exactly thrilled with what we've seen," Twilight said.

"Oh, what could be the problem?" Starlight asked, feigning concern.

"For starters, none of the ponies don't seem to be allowed the chance to be unique, everypony has to have the exact same skillset," Twilight said.

"Don't want ponies feeling less than special, that would be bad for moral," Starlight explained.

"What about this whole idea that being unique leads to losing friends, that is so far from reality. Having something you're good at doesn't make it hard to make or keep friends," Twilight explained.

"Ponies might feel useless if they know someone who's better than them at something, plus it's hard to make friends when you don't have a lot in common," Starlight said.

"What about these Cutie Marks, explain those!" Twilight said.

"My Staff of Sameness helped with that," Starlight explained, holding up the staff. "Cutie Marks represent individuality, without those ponies can be the same and I can help them achieve true happiness. I am simply following my vision of the Magic of Friendship."

"There is nothing friendly about this, taking away a pony's individuality is terrible!" Twilight said. "As a Princess of Equestria, I'm afraid I cannot allow this."

"You would take away the happiness of my friends?" Starlight asked in mock shock. "That's so...unfriendly of The Princess of Friendship."

"Save it, if your friends were happy, one of them would not have escaped to warn me of your treachery," Twilight said.

"Friend? What friend?" Starlight asked, grinning somewhat sadistically.

"She's totally messing with us now," Johnny said, then stepped forward. "Some dude called Low Key, he said you were kind of nuts."

"Low Key huh? Funny, I don't seem to recall that being a resident of my town," Starlight said, innocently tapping her chin.

"Hey, just so you know, I can pretty much tell when someone's lying," Peter warned. "Little something my friend Daredevil helped me out with, even if we do it our own way. Something in common, but still unique, like Friendship is."

"How nice, you are nice ponies, but somewhat gullible," Starlight said.

"Gullible? How?" Applejack asked. "Because we see right through you?"

"No, because you couldn't even figure out right away who this 'Low Key' was," Starlight said. "Honestly I didn't expect him to pick such an obvious name, but I guess it was too obvious for you to notice."

"That makes no sense at all, what are you talking about?" Peter asked.

"You're from Marvel Earth Spider-Mane, doesn't the name 'Low Key' sound familiar to you?" Starlight asked.

"What is she even..." Peter thought more about the name, sounding it out in his head when he realized something terrible. "Oh...crap."

"Peter, what's wrong?" Twilight asked.

"Low Key...Loki!" Peter said. "You're telling me that pony back home was Thor's brother Loki!?"

"Loki!?" Logan shouted, thinking back to the pony. "Oh no!"

"Well I suppose since you thought he was Equestrian then maybe the idea of him being Loki was a bit unrealistic," Starlight said. "Still, it's just funny how he fooled you all like that."

"Why is Loki in Equestria!?" Peter asked. "Lady, you have a lot of explaining to do!"

"He's just here to see his brother, and find a nice seat somewhere in Canterot, preferably the Throne where Princess Celestia normally sits," Starlight explained.

"We're not letting that happen!" Twilight said, about to leave when Starlight created a magical barrier wall.

"I don't think so, I can't let you interfere with Loki's plans, plus I have plans of my own," Starlight said, just as a group of villagers started making their way into the cave, Starlight allowing them to surround the heroes. "Those ponies are trying to destroy our way of life, let's try to 'convince' them our way is the only way!"

The Elements and Heroes all got into a defensive stance, keeping a full eye on all the ponies, ready to strike if need be. They just hope that they fix this fast, knowing the danger that Princess Celestia is in.

---

In the city of Canterlot, Celestia was over looking some documents with Cap right by her side, standing guard near the Princess. Suddenly the skies outside started to darken, much to the concern of Celestia and Cap, the two making their way to the Balcony.

"What's happening?" Celestia asked.

"I don't know, it got dark pretty fast, but it's not nighttime yet, is it?" Cap asked.

"No, it shouldn't be, not for a few more hours," Celestia said.

Suddenly a large magic beam struck a tower of the castle, the two frantically looking to see where it came from.

"Is it those rebels again!?" Cap asked. "The ones who attacked The Changelings!?"

"I don't know, but we can't allow any harm to befall the ponies here! I'll go alert Luna, you call The Avengers and try to find whoever's doing this," Celestia said.

"Will do," Cap said, leaping off the balcony as Celestia ran to find check on the other ponies. He landed down below and immediately contacted Hawkeye, "Clint, where are you!?"

"In Canterlot, I just saw the beam attack," Hawkeye answered. "Got any idea what's-"

Suddenly it sounded like Clint had taken a blow, his communications cut short, "Clint!? Clint!" Cap started feeling worried, "Dammit, I hope he's alright!" He ran out to the front of the castle where a crowd of ponies were seen running away as more beams fired out. Cap found an injured Haweye and ran to him, checking his injuries. "Clint, are you hurt?"

"I'm fine, just a sucker punch," Hawkeye said, standing up. "Still, who could be doing this?"

"Captain America..." Loki said, making his presence known to the lead Avenger. "Or is it Captain Equestria now?"

"I recognize that voice...Loki, is that you?" Cap asked.

"Wow, impressive that you figured it out fast, too bad Spider-Man wasn't that clever," Loki taunted.

"Peter...What does he have to do with this?" Cap asked.

"I didn't bring harm to him or his wife, though I did send them and some friends of theirs on a nice vacation to another part of Equestria, a pretty remote village if I might say, whether they come back in one piece or not, that I cannot say," Loki explained.

"Why are you in Equestria!?" Cap asked, looking ready for a fight.

"It's simple," Loki said. "I want to rule and take all the magic for myself, then use that magic to rightfully take my spot in Asgard. I shall rule over both these realms, and perhaps more, starting with Midgard."

"Like hell we'll allow that," Hawkeye said.

"Of course you would say that, goody-goody heroes," Loki said, looking around. "Tell me one thing though, where is my brother Thor?"

Order and Chaos Part II

At The Crystal Empire, Magneto, who was there visiting, was seen in the library reading from an old book. He was reading up on the magic of Equestria, including it's various artifacts, including the Crystal Heart.

"This world's magic is quite extraordinary," Magneto said. "If one were to have possession of all these artifacts, they could be quite the force. The Crystal Heart that protects this town in particular is amazing in itself. It would explain why Baron Mordo came to this city some time ago." Magneto put the book away, then began looking for another book, "If only there were more on the study between Equestrian Magic and Earth Magic, and what one can use to increase their own power."

"Eric!?" Cadance called out, getting Magneto's attention. "I've been looking for you."

"I apologize if my absence worried you my dear Princess," Magneto charmingly replied.

"It's not that, I just got word that there's trouble right now in Canterlot, we're worried there might be more villain attacks soon, we want everyone properly guarded and secured should they come to this Kingdom," Cadance said.

"Oh my, another attack, another string perhaps, similar to months past?" Magneto asked. "Well, regardless I shall accompany you to the proper location to reside until this matter is settled."

Magneto joined Cadance as she escorted him into her castle, hoping to keep some form of security, though not without the older mutant bringing a few books with him, he still had some research to do.

---

Back at the cave near Our Town, the ponies under Starlight's control had surrounded the Elements and Marvel Heroes, blocking any chance for an exit.

"Those smiles are really starting to bug me," Johnny said, staying close to his friends.

"What now? Do we fight?" Remy asked, keeping his staff ready.

"We can't fight them, they're just helpless ponies," Flutterhy said, staying close to Logan.

"Well those 'Helpless Ponies' look like they're ready to attack us," Bobby said, looking ready to blast them.

"Oh just what will you heroes do?" Starlight taunted. "Will you attack the very ponies you swore to protect, or surrender and fail them all? Either way, you lose."

"Peter, your webbing!" Twilight instructed.

"Good idea!" Peter said, using his webbing to tie up all the ponies. "Ha, loophole! My webbing doesn't hurt unless I make-HEY!"

Peter found himself being lifted off the ground by Starlight's magic, "You should really pay more attention to your surroundings."

"I got ya Pete!" Johnny said, sending a fire blast at Starlight, then surprising him by teleporting out the way. "Where'd she-"

Starlight reappeared behind Johnny and blasted him using her stick. "Not a good idea to play around with fire."

Deadpool went to attack her with a kick but Starlight quickly put a shield up, blocking the attack and blasting Deadpool. Remy tried attacking from behind with his cards but Starlight destroyed them mid-air, creating a blast that knocked Remy back.

Starlight then tossed Peter right at Logan, just before the mutant went to attack. Applejack wrapped her lasso around Starlight, but she immediately teleported out of the binding and zapped the farmer pony to the ground.

"I expected more of a challenge, but I guess my power is too much for all of you," Starlight said. Rainbow Dash silenced her smug attitude with a kick to the back.

"Still think you're all tough?" Rainbow Dash taunted. She went to attack again, but some Pegusai blocked her path. "Hey! Out of the way!"

"I got them!" Bobby said, freezing some of the ponies. "I think they can handle a little chill, and this way we're not really hurting them."

"There's more behind you!" Logan warned. Fortunately Bobby created a wall of ice that captured the ponies.

"Nice try, I'll keep freezing them and get them out of the way," Bobby said.

"Oh no you don't!" Starlight said, blasting Bobby to the wall. Peter couldn't help but notice some magic coming from her horn as she did that.

"Wait, is she..." Some ponies tried grabbing Peter but he webbed them to the walls and ceilings, "Think that's all of them."

Meanwhile Rarity had confronted Starlight, looking rather infuriated. "How dare you hurt my husband!" She zapped at Starlight, but the mare quickly teleported and blasted Rarity.

Starlight looked around to see who else wanted to fight when Peter rushed in and kicked her aside. Starlight was quick to stand and tried blasting Peter but he webbed her horn, stopping her magic.

"You can stop using your stick, I know you're faking it," Peter said. "That staff is totally useless, isn't it?"

"It adds to my mystique," Starlight said, ready to do battle some more. "And it's good for tricking those other ponies into doing what I say."

"Huh? How is this staff suppose to help you trick them?" Peter asked.

"You might not know this, but Cutie Marks are a very vital part of a pony, at least once they appear," Starlight said. "If they are forcibly removed, the pony takes a loss in strength, speed and magic. To remove the Cutie Marks from these ponies, I needed powerful magic, but if I remove my own mark, I wouldn't be able to use my magic, which is why I have this staff. It gives them the illusion that I found a magical item that allows me to remove Cutie Marks while pretending to not have one of my own."

"So you've been deceiving them?" Twilight asked, gesturing to the frozen ponies. "You tricked all these innocent ponies into following your insane ideas!?"

"They're not insane! They're revolutionary, we don't need Cutie Marks dictating our lives! But everypony is too desperate to get theirs in a feeble attempt to feel like they matter or that they belong!" Starlight said. "That's why I'm here, to free them from that mediocrity."

"Well you won't have much of a following anymore Starlight," Johnny said, readying his fire. "Because I'll melt the ice off these ponies and expose them to your crap."

"Good luck, it's my word against yours, and they'll obey anything I tell them," Starlight said.

"Starlight?" the mare heard. She turned to see Sugar Belle, completely unfrozen, and not alone. She along with her friends had ran to dodge the moment a fight started breaking out.

"Oh, didn't think any of you could still hear," Starlight nervously said. She thought they were all frozen, or webbed up.

"You lied to us?" Double Diamond asked. "You never gave up your Cutie Mark?"

"Of course I did," Starlight said, pointing to her Equal Sign. "See?"

"But then how are you using magic?" Party Favor asked. "You said you couldn't use magic without your Cutie Mark."

"Uh..." Starlight tried thinking of something. "Because it's...my role! Yeah, my true role in Equestria is helping ponies like you, so by all good graces, I was allowed to keep my magic."

"Why did you use that staff to fool us then?" Night Glider asked.

"Uh...because it would have made things easier to understand," Starlight said. "Look, I truly am one of you, so let's finish what we started and do away with these miscreants."

"Yo Starlight!" Bobby said, then tossed a block of ice at her. However, just before it hit, Johnny hit the ice, creating water that splashed all over Starlight.

"Seriously!? How juvenile can you fools get?" Starlight asked.

"Y-your mark!" Party Favor said, pointing to her Equal Sign. "It's melting!"

"Wait what!?" Starlight turned and saw the make-up she applied to her flank washing away and revealing her true Cutie Mark, which was that of a Glimmer. "Oh no!"

"That's a Cutie Mark!" Party Favor said. "You...you lied to us!"

"N-no, it's not what you think!" Starlight insisted. "I really do want to help you, Cutie Marks are truly a burden, if I could be rid of mine I would but, I need mine to use my magic! Don't you understand that this is all for you!" Starlight pointed to the heroes, "They're the real enemy here! They're the ones trying to destroy our lives! You should be fighting against them!"

"Don't bother making excuses," Logan said. "You said it yerself, you just want ponies to do what you say, likely to compensate for an insecurity."

"What do you Earthlings know about our struggles?" Starlight asked. "You don't know what it means to be different, to be treated differently just because of something have no control over!"

"You really don't know nothing about Earth, do you," Remy said. "Getting judged for something beyond our control is the story of my life, and I ain't the only one."

"Oh boo-hoo, so one or two of you had it rough, you have no idea what I've been through! I'm just trying to spare them the pain and suffering I went through!" Starlight said.

"All of us go through that! You're not alone!" Peter said.

"Then let me help you! Like I helped them!" Starlight shouted, gesturing to the four ponies. "The only way for us to be happy is if we're all equal!"

"You mean, aside from you?" Party Favor sassed.

Starlight looked furious, like she was ready to blast Party Favor off the mountain.

"Everypony has unique talents and gifts," Twilight interrupted. "And when we share them with each other, we-"

"Will you be quiet!" Starlight shouted, spooking Twilight.

"H-hey! No one tells my wife to be quiet!" Peter shouted. "Only I can do that."

"Uh, you've actually said that to her?" Bobby asked.

"What are you stupid, of course not, she'd kick my butt," Peter said.

"Starlight, you can't have a Cutie Mark while the rest of us are blank flank," Sugar Belle said. "Either you become Equal like us, or nopony is Equal."

"If you value your life, I suggest shutting that damn mouth of yours, before I shut it for you, permanently," Starlight warned, powering her magic. "Maybe you four know that I've tricked everypony into giving up their Cutie Mark, but it's still my word over yours."

"And it's your word that just doomed you," Johnny said, getting her attention. When Starlight turned around, she was shocked to see that all the ponies that were frozen had been thawed out by Johnny.

"B-but how! they were still frozen just a second ago!" Starlight said.

"I work fast," Johnny said, blowing some fire off his hoof in a show off style. "Just in time too, seems like they heard your little explanation about your true magic."

"No! You fool! You absolute fool!" Starlight shouted, quickly blasting Johnny, but the fire hero had dodged and sent a fire blast of his own, knocking Starlight back toward the cave entrance. She turned around and saw that she was about to be outnumbered, with all the ponies now against her. Thinking quickly she made a run for it, leaving the others still in the cave.

"She's getting away!" Bobby said, then started creating an ice path. "Come on, let's go get her!"

Twilight destroyed the glass wall that occupied the Cutie Marks, allowing them to return to their rightful owners as she too pursued Starlight with her husband and their friends.

Upon getting his own mark back, Double Diamond rounded up Night Glider, Sugar Belle and Party Favor, who too regained their mark. "We gotta help them!"

"Yeah, we can't let Starlight get away with tricking us!" Night Glider said, ready to fly. "Let's go!"

The four ponies followed the direction Starlight and the heroes were going, determined to make things right.

---

Back in Canterlot, Loki had continued his attack, having blasted away many of the guards, most of them trying hard to fight back, but all for naught as Loki was too much for them.

"Avengers, assemble!" Cap ordered, rushing in and tossing his shield.

"This old disk?" Loki said, blasting it back. "How predictable."

Loki blasted Cap to the wall of Canterlot Castle, then readied another attack when he was interrupted by Iron Man.

"I don't think so!" Stark tried blasting Loki but the God blocked and zapped Stark out of the air.

"You and your silly toys Iron Man," Loki taunted. He then came face to face with Thor, "Ah, brother."

"Don't 'brother' me, why are you here Loki!?" Thor asked, attempting to attack with his hammer.

"I have my reasons," Loki said, dodging Thor's attack and blasting him to a tower. When he though the God was distracted, Hawkeye shot some arrows at Loki. It didn't work since the Chaos God had quickly destroyed them prior to impact. He then used his magic to levitate the archer off the ground, "Did you honestly expect your inferior mortal weapons to be of any match against me?"

"Probably not, but it kept you distracted," Hawkeye said.

"Distra-" Loki was blasted out of the sky and to the ground by Luna. She hovered over him, glaring down at the God, "How dare you come to our world and cause trouble!"

"You must be one of the Princesses, and given your appearance, I'd say you must be Luna, Princess of the night," Loki said.

"You guess correctly, we in Equestria have no desire for your presence or that of your chaos magic, one being of that nature is more than enough," Luna said.

"I am more than just chaos, even if that's my specialty," Loki said, blasting Luna away. "But we could use a few less Godly beings, perhaps you and my brother can be among the first to go."

As Loki stood up to attack some more, Cap rushed in with his shield and used it to get a good punch in on Loki. "I won't let you bring any harm!"

Loki whacked Cap with his staff, knocking him back. "That is beyond your power I'm afraid, dear Captain."

Loki used his magic to levitate a tower off of Canterlot castle and tossed it right at Cap, the hero quickly using his shield to block, minorly negating the damage he took.

Luna reappeared and attacked Loki from above with a magic blast, one he held at bay with his hooves. He seemed to have the advantage at first until Celestia showed up and assisted, the two sisters amping up their power and Loki doing his absolute best to fend off their attack.

"Keep at it sister!" Celestia encouraged, her and Luna putting in more magic, Loki trying to hold back but was starting to get pushed through the ground.

"What strength, I can see why they are the guardians of this world," Loki commented, summoning more magic. "But I shall not be deterred!"

Loki teleported out of the way at the last second, reappearing above the Two Sisters and blasting both of them to the ground.

"Princesses!" Sunset shouted in worry, going to check on them.

"Ah, what's this? Another pony entering the battle?" Loki asked, floating down toward Sunset Shimmer.

As he got close, Stark flew in again with a surprise punch to Loki, "Got you!" He then blasted him a few times with his rays. Loki managed to place up a forcefield and got in close to whack Stark with his staff, then blasted him with the magic off the Tesseract.

"Such a nuisance," Loki said, then took a zap from Sunset Shimmer.

"I won't let you destroy this world!" Sunset shouted.

"Wow you bunch really aren't that creative with your declarations, it's like all hero types are hive minded," Loki said, whacking Sunset away. "Now, who else wishes to test their power against me?"

"Loki!" Thor shouted, making his way over to his fellow God. "Begone brother, for I shall not allow you to bring harm-"

"To this world, I get it," Loki said, getting mildly annoyed. "Come brother, surely you can come up with better banter than this, or did the old man instill such a dull knightly attitude into you?"

"Why are you even here? What could this world offer you?" Thor asked.

"Uh, how about limitless magic?" Loki said. "This place is brimming with it, everywhere I turn I can feel such magical energy. This place is a goldmine for power! Especially once I get my hands, or lack there of, on that Crystal Heart I've heard so much about."

"The Crystal Heart? That's not even in this empire," Thor said.

"I'm quite aware, I just wanted to pay a visit to my brother and his little friends," Loki explained, then gestured to Luna and Celestia. "Even meet some of the new friends, such as these lovely Princesses." He then gestured to Sunset. "And that one as well, she's got spirit."

"Well I suggest you leave before you yourself become a spirit!" Thor warned.

"Ugh, that was so cheesy, you spend way too much time with mortals and their foolish need for petty one-liners," Loki said. Suddenly Cap's shield struck the side of Loki's head, getting the God's attention. "Still alive?"

The shield returned to Cap, the Avenger leader stepping from the rubble, "You know I don't die so easily."

"Good, I like a little challenge," Loki said. Before he could attack, Thor rushed in with a hammer strike, knocking Loki across Canterlot, and following after him.

Cap quickly checked on The Princesses, "Celestia, Luna, are you hurt?"

"We're fine," Luna said, standing up. "He won't defeat us so easily with such a pitiful surprise attack."

"He is quite powerful I must admit," Celestia said, getting back on her hooves.

"Well he is a God, Thor's brother to be precise," Cap said. "Granted they're not related by blood, he's still of Asgardian Royalty and as such, has access to tremendous power. However we can weaken him if we can get rid of that staff he's using."

"That staff, is it the source of his power?" Luna asked.

"Not exactly, but it still gives him a heavy advantage," Cap said. "It's not really just the staff that grants power, it's the Cosmic Cube he has attached, or the Tesseract as it's also called. It's powerful enough to hold even dimensions inside of it, and if we're not careful, Loki can summon creatures from it, if he hasn't already."

"And we don't want that, not after those B.O.W.s from months prior," Luna said.

"We need to act fast, Thor can probably hold Loki off for a bit but he's still going to need our assistance," Cap said. "Let's move quickly."

"One problem though Steve," Stark said, making his way over and pointing to the castle. "We have a slight problem."

Nearby many of the Changelings who were still recovering from the ambush were flying around in terror, unsure of what was happening.

"Please, you all need to go back inside where it's safe!" Rebecca Chambers pleaded.

"Listen to her!" Thorax pleaded. "If we're out here, we're in more danger!"

"Right, the Changelings," Cap said. "I hope none of them suffered any more injuries from Loki's attack."

"Plus they're freaked out, if we don't calm them down soon, it's going to lead to a panic," Stark said. "A handful still don't trust us so if they continue to feel like their life's in danger, they might act in a negative way."

"I can help Rebecca and Thorax keep them calm, the rest of you need to go after Loki!" Sunset said.

"Alright, and if you can, try to contact the other Avengers, especially Banner," Stark said. "He's one of the only Heroes that Loki fears."

"Huh? Why?" Sunset asked.

Stark started chuckling a bit, much to the confusion of the other ponies, "Tell you later, but it's really damn funny." Stark took to the skies, "Let's go Avengers!"

The rest of The Avengers, along with the two Princesses followed after where Thor and Loki went as Sunset went to help Rebecca and Thorax, and maybe get a little more assistance.

In the skies above Equestria, Thor and Loki continued their battle, Thor whacking Loki a couple of times with his Mjölnir and zapping him with some lightning.

Loki retaliated with a whack from his staff and a blast from the Tesseract, keeping a distance from his brother. "He has gotten stronger, likely from the Equestrian magic. It matters not, for soon that magic will be mine as well."

"Loki!" He heard from his Tesseract, it was Starlight's voice. "Loki come in!"

"Ah, Starlight, using that new spell?" Loki asked.

"No time for that, listen up!" Starlight said, still running while talking through a spell she made. "My side of the plan got ruined by some rebellious ponies in my village, I couldn't get the Cutie Marks!"

"Well that's unfortunate," Loki said.

"Yeah no kidding, to make things worse, Spider-Mane, Princess Twilight and their goody-goody allies are hot on my tail!" Starlight said.

"And I suppose you need me to rescue you," Loki said.

"Hey we're partners! If the roles were reversed I'd come save you!" Starlight shouted.

"Somehow I doubt that, but I suppose I could still use your assistance," Loki said, knocking away Thor as his brother got in too close. "Hang on, I'll be right there."

Loki teleported away, leaving Thor confused as to where his brother had gone, "Loki! Show yourself!" He continued looking, but to no avail. "Dammit, I must find him and quickly!"

---

Back with Starlight, she continued running, hoping to get away from the others. She was thankful for her speed spell but it seemed like even that wasn't going to be enough to get away from a chunk of the heroes. Peter, Logan, Johnny, Twilight and Rainbow Dash showed just as much speed as they trailed her. Even Night Glider was catching up pretty quickly.

Fortunately Loki showed up as just the right moment, "My good lady."

"About time! Get me out of here!" Starlight ordered.

"With pleasure, but first..." Loki focused his attention to the oncoming ponies, Peter being the first to notice the God.

"Wait, is that Lo-" Suddenly Peter got blasted by one of Loki's spells, knocking the Spider-Hero back, along with each of his friends."

"Been nice seeing you Spider-Man," Loki taunted as he created a magical aura. "But for now, I must make my exit!"

Loki then teleported away with Starlight, just as Peter recovered from the attack and took note of them leaving.

"Oh great, Starlight got away, and she's with Loki," Peter said.

"Didn't Starlight say that Loki was in Canterlot though? Think everypony's alright?" Twilight asked.

"I mean, The Avengers were there, and so were The Princesses," Rainbow Dash said. "Loki couldn't have taken them all out, could he?"

"Loki's pretty strong, plus he's got that cube thing that makes him stronger," Peter said. "I can only imagine what he might have done in Canterlot. I just hope The Princesses are alright, same with Sunset Shimmer and The Avengers."

"Not just them," Pinkie Pie chimed in. "Don't forget about The Changelings."

"Oh crap, the Changelings!" Peter shouted in worry. "Plus I think Rebecca Chambers was still in Canterlot, if she bites the dust, I don't think Chris or the others would be too happy."

"Should we go to Canterlot?" Rarity asked. "Maybe that's where Loki took Starlight?"

"We could but it might take forever to get there," Twilight said. "The trains might not be fast enough."

"Gee, if only there was a pony who knew a Teleportation spell," Pinkie sassed. "Wherever will we find one?"

"Uh, is Pinkie Pie being...sarcastic?" Johnny asked, looking just as confused and surprised as many of the other ponies. "Never thought I'd see the day."

"She's got a point though," Logan said, then turned to the sole Princess of the group. "Think you'd be able to teleport us Twilight?"

"Um, maybe, it is pretty far so I might need a little assistance," Twilight said.

"I can help," Party Favor said, powering up his horn.

"Me too, I'm not too good with spells but I think I can still be of use," Sugar Belle said, powering up her horn.

"I'd gladly offer my assistance as well," Rarity added, powering her horn too.

"I've gotten better with this thing," Remy said, pointing to his horn as he too powered up. "I think I can help you get to Canterlot."

"I'd help but...you know," Peter nicked his horn. "No magic."

"Alright, everypony stay close to me, I'm going to bring us all to Canterlot," Twilight said, powering up her horn. All the ponies moved in, huddling near Twilight as she concentrated on her magic. The other Unicorns began to assist as Twilight powered up her spell. "Here we go!"

In a poof, Twilight and the others were gone, on their way to Canterlot.

---

Meanwhile with Loki and Starlight, the two had arrived in The Crystal Empire, Loki starting that phase of his plan, to find The Crystal Heart. "Ah, a city of Crystals, quite marvelous."

"It is indeed," Starlight said. "Just be weary, the townsfolk have already had their share of invasions, so their guard is likely to be really high."

"I worry not of that," Loki said, for these fools are no match for my magic.

From the distance, Shining Armor could spot Loki and Starlight from his balcony, "Why do those ponies look like trouble?" He quickly rushed downstairs to meet with his wife, getting ready for a battle. "Cadance, get your guard up!"

"Oh no," Cadance said, fully worried of what was to come. "Somepony get Flurry somewhere safe! Contact Canterlot and Ponyville as well and let them know!"

As Cadance rushed off, Magneto checked outside, "This should be interesting..."

The ponies had to move quick, Loki and Starlight moved closer to the castle, and they were ready for anything. The heroes had to be prepared for a big fight, and surprises in the distance.

Order and Chaos Part III

In a small house in the Crystal Empire, a Unicorn had been minding his own business when he heard a commotion outside. Not the first time he's been through this, just a few years ago some villains from another world came to this Empire and took it over for a few days, then just months prior a mysterious wizard from Spider-Mane's home had shown up as well. The Crystal Empire is no stranger to disaster, some believe that King Sombra's curse still has some lingering affects.

But when this Unicorn looked outside to see who had been invading, he noticed one Unicorn mare who looked highly familiar, "Could it be...?"

He had to find out, he had to see if it was really her, after all these years.

---

In the skies above Equestria, Thor was making his way back to Canterlot, feeling the shame of having lost track of his mischievous brother.

"Where could my brother have gone, what source of magic could he want from this world?" Thor wondered, trying to think it over. "Hm, my first guess would be The Crystal Heart, it is what Baron Mordo came by weeks ago to claim, but I believe I heard of other mystical items from Spider-Man and Princess Twilight, including one they seemed rather worried about."

"Yo Thor!" He heard Laura's voice call. He turned to spot the clone of Wolverine flying in with Lightning Dust.

"Huh, what brings you ladies here?" Thor asked.

"We heard some fighting, and we saw some thunder crashing across the skies," Laura said. "What happened? More villains?"

"Yes, my brother Loki has invaded this world," Thor said.

"Loki?" Laura asked, confused but concerned. "As in super strong and powerful God Loki who's wiped the floor with you and The Avengers?"

"Well, I wouldn't say he's wiped the floor with us," Thor said. "He's just very tricky."

"Where is he now?" Lightning Dust asked.

"I do not know," Thor said. "One moment we were fighting, and the next, he had disappeared, so bizarre."

"How are we gonna find him then?" Laura asked. "I don't suppose you have a way of tracking him?"

"If I had to make a guess, I would think he went to The Crystal Empire," Thor said. "Of course I can't say for sure, for all I know he went to that village where the Griffons live, or he went to fight Dragons."

"You have a way to contact The Crystal Empire?" Laura asked.

"Yes, we gave Prince Shining Armor and Princess Cadance a communication device so we can keep in contact," Thor said.

"Then let's head to Canterlot and try to contact them from there," Laura suggested. "That way we can stop Loki before things get too bad."

"I can get is there in a heartbeat!" Lightning said. "Think you can keep up Thor?"

"Is that a form of jest?" Thor said, readying his flight. "Let us be off!"

The trio sped to Canterlot, hoping they could either catch Loki or at least warn The Crystal Empire about him, if he had truly gone there.

---

Arriving at Canterlot however were the Elements, the Heroes and the four ponies from Starlight's village. The Avengers were scattered around, assisting the guards and explaining things to bystander ponies, with assistance from Sunset Shimmer, who had gone to consult with Celestia about the situation.

"Peter! Twilight! You're here!" Cap rushed over with the other Avengers to greet the arrivals. "Looks like you have new friends."

"Yeah, we met them at some strange village ran by some strange mare," Peter said, before taking note of the surrounding area. "Hey what happened here? Why are all the buildings and towers messed up?"

"Loki showed up and started trashing the place," Hawkeye said. "Last we saw him he was chased off by Thor, I don't know if he caught him though."

"Doubt it considering Loki showed up to where we were and took a cheap shot against us before disappearing with the mare we were trying to stop," Peter commented, feeling a bit irked. "Still can't believe he tricked us like that."

"Is it any surprise, dude's a master of deception," Johnny said. "And now he's got that Starlight chick backing him up, so he's gonna be even more of a pain now."

"Back up a minute, who's Starlight, and what does she have to do with Loki's arrival?" Cap asked.

"And what's this about him tricking you?" Hawkeye asked.

"Starlight is the mare who ran some weird village of ponies with Equal Cutie Marks," Peter said. "Apparently she wants to steal the Cutie Marks from ponies all over Equestria, and she has the magic to do so."

"She even took ours at one point," Party Favor said. "If it wasn't for Spider-Mane, Princess Twilight and their friends then we'd still be stuck with those Equal Signs."

"She took your Cutie Marks?" Cap asked. "How is that even possible?"

"Yeah, I was under the impression they were stuck on you forever," Stark said.

"It shouldn't have been possible, but unfortunately it is, her magic is just as strong," Twilight said. "Though I can't really tell if it was her magic or from Loki's assistance."

"Oh she's been doing this for years," Party Favor said. "I don't know when she met that Loki guy but she's been doing that Cutie Mark theft thing for a while."

"Alright, that answers that then," Peter said. "And what's worse is that having your Cutie Mark stolen can also affect your magic, or any other ability you may have, including flight."

"Wait, so if she took a Cutie Mark from one of us, does that mean we lose power?" Stark asked.

"What power would you lose? You use a suit," Johnny said. "Hell that thing can do all the work for you."

"Which it has," Cap said. "You can command an army of those suits."

"That might be helpful against Loki and Starlight Glimmer," Twilight said. "But right now we need to find out where they went."

"We also need to find out their motivation," Cap said. "And why they would even work together, what could either one have to gain?"

"Loki might want something from this world and Starlight is probably just some glorified tour guide for him," Johnny suggested.

"Plus Starlight might need Loki to combat against the Marvel Heroes," Twilight pointed out.

"Ugh, instead of standing around trying to figure out why they're here, let's just find them and thrash them!" Rainbow Dash shouted, ready to fly off.

"I'm with Rainbow Dash on this one," Deadpool said. "If we don't do something now, a lot of our friends and family are gonna be in danger."

"Yeah they've got a point," Stark said, then thought a moment. "Is it weird that I basically agreed with Deadpool?"

"Is it so hard to believe that I'm capable of common sense?" Deadpool asked.

"Let's not lose focus," Cap said. "My only other question is where Thor might be."

"Oh he's over there," Pinkie Pie said, gesturing to the God, along with the two mares. "And he's bringing Laura and Lighting Dust!" Pinkie started to think, "Thinking about it, Lightning Dust would make a great sidekick for Thor since he's God of Thunder, don't know where Laura fit in but-"

"Yeah, nice story Pinkie Pie," Stark interrupted. "Let's focus on the task at hand, or hoof, whatever you wanna call it."

Thor landed down with the two mares beside him, immediately noticing the presence of the Ponyville citizens. "Spider-Man, Princess Twilight, it's good to see you and your companions safe. My brother spoke of misfortune upon you and I feared for your safety. I'm happy to know the fear was for naught."

"We're happy to see you alright as well Thor, it sounds like you gave chase to Loki," Twilight said.

"Yes but he gave me the slip, right after he spoke into his staff," Thor said. "Very curious indeed."

"That must have been when he teleported to pull away Starlight," Peter theorized.

"Who's Starlight?" Laura asked, having hopped off Lightning Dust. "Does this have to do with that village you all went to?"

"Yeah, she steals Cutie Marks and keeps them locked away in some cave," Peter said. "I mean we were able to stop her plans and save the Cutie Marks but-"

"Whoa hold on, she steals Cutie Marks?" Laura asked. "Is that all she does?"

"She also replaced them with equal signs and made all the ponies smile like a bunch of weirdos," Pinkie said, before realizing her choice of words in front of the locals. "Uh, no offense to the four of you."

"It's fine, we know our smiles were really weird and forced," Sugar Belle said.

"Yeah, we weren't happy living in that town, even if we tried to be," Double Diamond said.

"But, all you did was give up your Cutie Marks, I mean is it really that big of a deal?" Laura asked, then gestured to her flank. "I still don't even have mine."

"Huh? A grown mare and still a blank flank?" Party Favor asked. "So rare."

"Well I am from Earth, I just never bothered going for my mark when I came here," Laura said. "I just never understood the big deal."

"Maybe you don't Laura, but it's part of Equestrian culture," Peter said. "Taking a Cutie Mark is like losing your identity."

"I still don't get it, but I'll still help you stop this chick, mainly since she's helping Loki, and what he's doing is actually dangerous," Laura said.

"Keep this in mind Laura," Peter said. "If a Cutie Mark is stolen, the pony who lost it suffers pretty bad side affects, including weakened magic, weaker flying, and just about anything else that makes a pony...well a pony."

"I've seen the side affects of what would happen if a pony's Cutie Mark changed in any way," Twilight said. "Happened when I first got my Alicorn wings."

"Hey everyone!" Making her way over was Rebecca Chambers. "I think I know where Loki went!"

"You do? Where?" Cap asked.

Rebecca rushed over with a radio, "Princess Luna asked me to bring you this, some guy named Flash Sentry is on the other line."

"My brother's top guard?" Twilight asked, levitating the radio over. "Hey Flash, are you there?"

"Princess Twilight! Oh it's so good to hear your lovely, soothing voice," Flash said.

"I'm here too by the way," Peter said, slightly annoyed.

"Oh, Spider-Mane, what a surprise," Flash said.

"Surprise?" Peter said, snatching the radio away. "Dude Twilight's my wife, how is it surprising?"

"Peter, focus," Twilight said, then focused back onto the radio. "Flash what's happening?"

"Our Empire is under attack, some strange Unicorn mare arrived with, get this, a Male Alicorn! I didn't know there could be any male alicorns!" Flash said.

"Did he not meet Thor?" Peter wondered out loud.

"How is my family doing? Are they safe?" Twilight asked.

"Prince Shining Armor has engaged them, Princess Cadance and Princess Flurry Heart are safely hiding in the castle with that old pony, Magnet or something," Flash explained. "Cadance hopes to bring Flurry Heart someplace safe until this dies down, preferably under the watchful eye of her Crystaller."

"Don't worry Flash, we'll be there as soon as we can," Twilight reassured.

"I believe in you Princess Twi-" Twilight had shut off the radio before Flash could finish.

"Loki and Starlight are at The Crystal Empire, probably after The Crystal Heart," Twilight said.

"Is that like the only powerful item in this world or something?" Bobby asked.

"There are others, but the Crystal Heart is a bit more well known, most other artifacts are the subject of rumors," Twilight said. "It's a good starting point for villains that come from beyond our world."

"Regardless of the reason, we should hurry over there," Laura said, then hopped back on Lightning Dust. "Let's go Dust!"

"On it!" Lighting Dust said, revving her wings.

"Girls wait, I can-" it was too late, the two had already sped off. "Teleport you..."

"Man that mare's impatient, and she's got a hot-headed friend to boot," Rainbow Dash said.

"Laura isn't hot headed, she's just a little...excited," Fluttershy insisted. "Also it really isn't fair for you to call another mare impatient."

"What are you getting at?" Rainbow Dash asked.

"Uh, dispute this later, we have lives to save," Stark said, fully suited up. "Twilight, if you can."

"Do you have enough magic?" Peter asked.

"With a little help I should make it," Twilight said.

"I shall assist you," Thor said, rounding up with the other. "Come friends let us make our way to The Crystal Empire!"

"What about us?" Double Diamond asked. "What should we do?"

"You should all stay here where it's safe," Twilight suggested. "The rest of us can track down Loki and Starlight."

"It's a shame really, Starlight seemed so nice, I can't believe she would fake something like that," Double Diamond said.

"We'll get to the bottom of Starlight's antics, that we promise you," Twilight reassured. "Let's get ready everypony."

"Do you need me to join you?" Rebecca asked. "I am a trained cop, I can probably assist in the fight."

"I know you're good at fighting zombies Rebecca, and giant snakes, but this might be a bit more than you can handle," Peter said.

"Guess you're right, I've never actually fought a God, I'm no Street...actually that gives me an idea," Rebecca said. "You all go, I have plans to make with Sunset Shimmer."

"Not sure what you're planning, but I trust it'll help a lot," Peter said.

"It will, now hurry along," Rebecca said.

"To the Crystal Empire!" Thor said, helping Twilight teleport the Elements, the Ponyville Heroes and The Avengers to The Crystal Empire.

Rebecca turned to the four from Starlight's village, "You should come with me to the castle and tell us everything you know about Starlight Glimmer."

"Uh, sure thing," Night Glider said, following after Rebecca.

---

The heroes arrived at The Crystal Empire, just in time to see all the ponies running around in fear. As expected Loki was in the city, doing battle against the Crystal Guards.

"Half the time I come here ponies are running around in terror," Bobby said. "Getting kind of old."

"Bobby..." Rarity scolded, once again annoyed by her husband's comments.

"I can sense Loki's presence, Starlight's as well" Twilight said, feeling out his magic. "Let's hurry."

The heroes rushed to where the ponies were running from, right where magical shockwaves were hitting. Upon arrival they found Loki sending down magical beam attacks to Shining Armor as the Prince promptly deflected the attacks.

Starlight was watching from the distance, laying back on a chair while eating popcorn right near an unconscious Flash Sentry. "Good show! Keep it up!"

"Glad you're enjoying yourself," Loki quipped as he blasted Shining Armor back. "Shame, I expected more from the Prince of this Empire."

"Loki!" Twilight called out, getting Loki's attention.

"Ah, Princess Twilight Sparkle, so you've found us," Loki said, observing the area. "And it seems like you've brought the Avengers, oh how marvelous. Looks like they want a round two."

"Is this a game to you Loki!?" Cap shouted.

"I think you know me well enough by now to figure the answer out yourself good Captain," Loki taunted. "Well perhaps I'll indulge with you lot again, you provided great entertainment before after all, the one good thing about you Avengers."

"Avengers Assemble!" Cap ordered, the core Avengers gathering around him.

"Elements of Harmony Assemble!" Twilight ordered, her friends gathering around her.

"Uh...Team Spidey Assemble!" Peter ordered. No one followed. Peter furrowed his brow as he turned to his now so-called friends, "Hey! Assemble!"

"Why? Who made you our leader?" Deadpool asked.

"Yeah, no one leads me but me," Bobby said.

"Don't we know that," Logan said with a roll of his eyes. "Never been good at following orders."

"Well sorry for not being a good solider boy," Bobby sarcastically said.

"Don't start that crap again," Logan warned.

"This ain't a good time Mes Amis," Remy warned. "Or did you forget about the power crazed God we have to throw down with?"

"Oh don't mind me, I do enjoy the bickering," Loki said, floating in the air in a similar position to laying back on a lawn chair. "Such internal discord makes for marvelous entertainment."

"Funny you should say that since you're actually reminding us of Discord right now," Twilight said. "Makes sense, that is how you were constantly described to us, the Discord of Marvel Earth."

"I like to think of it as Discord being the Loki of Equestria," Loki stated. "But to each their own."

Rainbow Dash grew impatient, "I've had enough of this! Let's fight!" She flew in to attack but Loki put up a magical wall that Rainbow Dash crashed into, the mare sliding off and hitting the ground.

"Dashie!" Johnny shouted in worry, before glaring at Discord. "Big mistake bro!" He sent a fire blast at him but Loki had surrounded himself in a shield.

"Bro? Don't tell me you too are the offspring of Odin," Loki said, readying his magic. "Like one brother isn't enough of a hassle." Loki then blasted Johnny back, knocking him into Remy and Bobby.

"That's it, I'm going in alone if I have to!" Peter jumped and attempted to web Loki, but the God teleported behind him and blasted Peter toward the direction of the castle, sending the boy crashing through the walls. "Ow..."

"Uncle Peter?" Flurry Heart said, having been right nearby, then went over to check on her heroic uncle.

Meanwhile Loki turned to the others with a smug grin, "Who else wishes to try their luck?"

Cap tossed his shield at Loki, the God quickly deflecting it and blasting Cap, as well as an oncoming Iron Man. Hawkeye shot his arrows just as Rarity fired a beam, both attacks nulled before contact and each one taking a blow from some rocks.

Applejack wrapped a lasso around Loki, attempting to pull him down, but Loki had frozen the rope, it leading to Applejack as she was suddenly encased in ice.

"My techniques are pretty cold," Loki joked. "Wait, is that how Midgardians say it?"

"Hey, only I can make ice jokes!" Bobby shouted, gliding in with ice but took a blow from Loki from his staff.

Thor flew over, trying to whack Loki with his hammer, "That is enough of your treachery little brother!"

Loki blocked the attack, his smug smile turning into a scowl, "You are no brother!" Loki blasted Thor in the face with his Alicorn horn and whacked Thor across the skies with his Tesseract Staff.

Eventually Stark got a hit in, blasting Loki in the face with an Ion Beam, "Ha! Got you!" Suddenly magic had bound around him, "Crap..."

Stark was tossed away by Loki's magic, just as the God then blasted Pinkie Pie and Fluttershy. He attempted to blast Twilight but she put up a shield, blocking the attack.

"You might be a fun challenge, Princess Twilight," Loki said.

"I'm not here to play games Loki, I'm here to get you our of my brother's Empire," Twilight said, flying up.

"Ah, to fight for your siblings, such a foreign concept to me," Loki admitted.

"Is this about Thor? He told me you two were once close, what made you turn against your own family?" Twilight asked.

"Family? I was never family to them, just a prize," Loki said, sending a blast at Twilight, which she blocked.

"A prize!? For what?" Twilight asked.

"Fun fact Princess, I was adopted by Odin," Loki said, flying in to attack, Twilight blocking the blow. "My real family were Frost Giants."

"Frost Giants!?" Twilight asked, knocking Loki back. "You're not Asgardian?"

"That's right, the Asgardians and The Frost Giants were mortal enemies, after Odin slayed them all, including my birth father King Laufy, he took me back, proof of victory over his enemies!" Loki began charging his magic. "I was never his son, just a trophy to show off while he sent all the praise to his real son, my so-called brother Thor!"

Loki sent his magic at Twilight, the mare quickly blocking with her own magic, trying to push back, "Is that really how you feel? Were those stories Thor told of your childhood a lie?"

"They were fake!" Loki shouted, pushing harder. "That's why I have to fight for my place in Asgard, I have more talent than my 'brother' but my 'father' wouldn't allow me to show-up his prized son!"

Twilight continued to push, "Maybe you're overreacting, I mean it sounds like Thor really cared about you. I can't speak for your father but didn't you feel any sort of connection with him? Or anyone in your family? Did you have a mother?"

Loki's eyes widened in remembrance of his mother, Queen Frigga, "My...mother?" Loki summoned up more magic and finally overpowered Twilight, knocking her away. "Do not speak of her. Do not try to get inside my head Twilight Sparkle."

"Still sore about mother's death are you?" Thor asked, flying over to Loki. "A death that was just as much of a burden on me I might add."

"At least you had others Thor, my relationship with mother was the only decent thing about my time in Asgard!" Loki tried zapping Thor, but the older brother blocked.

Thor zapped Loki across the skies, Twilight appearing right above at one point and blasting him to the ground below.

"Nice teamwork Princess," Thor complimented.

"Thanks," Twilight said, descending down with the Thunder God. "I admit, I do pity your brother."

"As do I," Thor said, the two finally reaching the ground, Loki glancing at the two while he reached around for his staff. "Loki, why must we fight? Why must you let your past come back to dictate your life?"

"I'm just acting how Odin always saw me, a monster," Loki said. "But I shall succeed where my birth father failed. Using the magic from this world, I shall become strong enough to kill Odin and take my right place on Asgard's throne. Then, just for the fun of it, I'll destroy Midgard as well, along with you and your little Avenger friends." Loki turned to Twilight, "As for you, give me one good reason why I shouldn't add Equestria to my list?"

"Because we can offer you Friendship," Twilight said. "I mean, it's alright to be sad Loki, maybe you had a rough life, maybe you didn't know how to react when you found out you were adopted, maybe the shock affected you negatively. But going through life with his vendetta is not the way to go."

"Loki, I'd rather our relationship not end up as bad as the one between Dante and Vergil of the Capcom world, I can still see some redeeming qualities in you," Thor said. "Make the right choice."

"Dear brother, I already have!" Loki shouted, blasting the two back. "Still trying to get inside my head? Do you believe I don't know what you are up to? Get me to lower my guard then BAM! I'm no fool." Loki's Tesseract began to glow, "Here's a little gift for you, some leftover Chitauri!"

Suddenly some creatures emerged from the staff, much to Thor's shock and worry, "No! Not them again!"

"What are those!?" Twilight asked, zapping a few. "How did he summon them!?"

Thor blasted a couple away, "He can hold many things in that staff, thanks to his Cosmic Cube. It is one of the most powerful relics of our world, capable of holding even a Galaxy."

"A what!?" Twilight asked in surprise. "That's some incredible power! Why would he even need anything from our world!?"

"I imagine he has bigger plans than he's letting on, my brother has had the goal of collecting the Infinity Stones after all," Thor said.

"Infinity Stones?" Twilight thought a moment. "I think I remember those, thanks to Peter, they're-"

"Watch out!" Thor blasted a couple of Chitauri.

"Thanks," Twilgiht said, blasting a few. "Ugh, these creatures remind me of the Changelings back during my brother's wedding." She turned to Thor, "By the way how are they feeling?"

"Oh they're getting better," Thor said, whacking some away.

As the other heroes began to recover, they took note of the oncoming Chitauri, Iron Man looking especially displeased. "Great, now we gotta deal with this again."

"Fine by me," Logan said with a snikt of his claws. "Bring it bubs!"

Logan led an attack on the aliens, the others following suit. Bobby froze a bunch, Remy blasted them with his cards and used his staff on any that got too close, Rainbow Dash and Johnny flew around attacking with kicks or burns, Rarity using her random martial arts skills to take several down with quick and precise strikes.

From the castle, Peter made his way out, taking note of the damage made, "I hope Shining Armor won't be too mad."

"He's the least of your worries," Starlight said, making her way over with a few Chitarui beside her.

"What in the world?" Peter said upon noticing the aliens.

"Loki brought over a few friends, wasn't that nice of him?" Starlight taunted.

"Kick their butts uncle Peter!" Flurry called from nearby.

"Flurry, I appreciate the support, but you should really go find your mom," Peter said.

"Aw, your little niece, maybe our friends can have a little playtime with her," Starlight said, the aliens growling at the girl.

"Hey back off!" Peter shouted, attacking the Chitauri, knocking them out within a matter of seconds.

"Alright Uncle Peter!" Flurry called.

"Flurry honey, please go find your mom so that-" Peter then took a zap to the back from Starlight.

"Uncle Peter!" Flurry shouted, running to him. "Are you alright?"

Suddenly Peter had been levitated off the ground and then tossed away by Starlight. "Run along little filly, I have a spider to crush."

"You won't win! Uncle Peter's the strongest hero in the world!" Flurry called out.

"Oh we'll see about that," Starlight sinisterly said as she went to follow Peter's direction.

Soon enough, Cadance finally arrived with Magneto in tow, "Flurry, where have you been? We have to go somewhere safe!"

"Don't worry, Uncle Peter was here, he's fighting that mean lady," Flurry said.

Cadance noticed the unconscious Chitauri, gagging at the sight, "Uh, what are those things?"

"The Chitauri," Magneto answered. "Seems like Loki brought a few friends with him, these creatures tore up New York City a few years prior."

Cadance used her magic to lift up the unconscious bodies and tossed them away. "As if things weren't bad enough, I just need to have faith in Peter, Twilight and The Avengers."

Back with Starlight, she had just come in contact once again with Peter, sending a few zaps his way, knocking him back. "You should have just accepted my help when you had the chance."

"Your help? You mean stealing Cutie Marks?" Peter asked. "Why are you doing that? Why are you weakening these ponies? Is this your way of conquering Equestria?"

"My hatred for Cutie Mark has nothing to do with my ambitions, it's just a nice little bonus I thought up," Starlight said. "Cutie Marks are the absolute worst, all they do is take from you."

"Take what? It's a showcase of talent," Peter said. "It's nothing to be ashamed of."

"Cutie Marks just lead to suffering, because once ponies have them, they allow them to dictate their lives," Starlight said. "Don't you see I'm just trying to liberate Equestria from that?"

"Are you ashamed of your mark?" Peter asked. "Did you feel pressured to getting it? Do you get judged for it? You gotta tell me more so I can help you properly."

"There's nothing to help Spider-Mane," Starlight said, readying her magic. "It's too late for me anyway, thanks to these Cutie Marks, I've lost something very dear to me."

"Dear how?" Peter asked.

"Enough questions!" Starlight shouted, blasting Peter. The hero had bounced back and threw a punch that Starlight quickly blocked with her shield, though the force was enough to knock her back."Somepony like you can't possibly understand my struggles."

"Lady, all my life I've gone through struggles, if anypony could understand, it'd be me," Peter said. "Maybe we don't have to fight, just tell me what's bothering you."

Starlight refused to say anything, however she didn't have to, for the aswers to Peter's questions were about to take form in it's source. "St-starlight!?"

The mare's eyes widened upon hearing such a familiar voice. She slowly turned to see a pony she hadn't seen in years. A yellow coat, a white mark on his face, a fire color red mane. The only differences were a pair of glasses and a goatee, but she definitely recognized this pony. "Sunburst?"

Peter looked surprised, "Wait, you two know each other?"

"Starlight, is that really you?" Sunburst asked, getting closer.

Starlight wasn't even sure what to think right now, "Sunburst, what...what are you even doing here? How did you get here?"

"I live here," Sunburst explained. "I'm the Crystaller for Princess Flurry Heart."

"Oh...well, isn't that nice then, you're doing so much better ever since the day you left me huh?" Starlight said, fury seeping into her voice. "How wonderful!"

"Starlight, what are you talking about, I never left you," Sunburst said.

"Yes you did! The day you got that stupid Cutie Mark of yours!" Starlight shouted. "Your parents sent you right off to Princess Celestia's School for Gifted Unicorns, you left me behind in Sire's Hollow. Do you have any idea how I felt after that!?"

"Wait, is this why you hate Cutie Marks?" Peter asked. "Because your friend moved away!?"

"Back off!" Starlight shouted, blasting Peter. "This isn't your concern!"

"Starlight, please calm yourself!" Sunburst urged. "Why are you acting this way? This isn't you at all!"

"What do you know about me?" Starlight shouted as her voice began to crack. "You haven't seen me since you deserted me!"

"I didn't mean to! Starlight is that what you think happened?" Sunburst asked. "You think I just abandoned you? Starlight I would never do that."

"Then where have you been!?" Starlight asked. "I mean with your skills I bet you became a nice successful wizard."

"I'm not a wizard," Sunburst said, surprising Starlight. "I...I flunked out of Wizarding school."

"You...you flunked?" Starlight asked. "But, you were so talented."

"It wasn't talent the day I saved you, it was luck," Sunburst said. "I knew about the spells, I knew about the theories behind it, but I couldn't perform them! I...I felt so ashamed too, that's why I never told you, I thought you'd be disappointed in me."

Starlight's rage soon turned to pity for her old friend, "I had no idea...Sunburst, you should have told me, I would have been there for you! I don't care if you can do magic, I just wanted to see my friend."

"You...really feel that way?" Sunburst asked, some hope radiant in his voice. Perhaps his friend is still in there somewhere."

"All I wanted was to be with you, that's kind of why I started going a bit nuts," Starlight said. "I began hating Cutie Marks, then I took over a village using some stone a rock loving mare helped me find, then I ended up teaming with a villain from Marvel Earth and fought Spider-Mane...oh boy I'm in really deep aren't I?"

"Ya think?" Peter said, having been standing there.

"Didn't I blast you off?" Starlight asked.

"You didn't put enough force behind it," Peter said. "Starlight, it's not too late to change, Equestria's all about second chances, it worked for Luna and my best friend Trixie."

"You might have to atone for your misdeeds, but I'll help you through it this time," Sunburst reassured.

"I...I don't know, what if it's too late?" Starlight asked, shaking her head. "No, I can't, I'm in too deep, if I abandon my mission now, they might get me."

"They? They who?" Peter asked.

"I can't tell you," Starlight said. "I'll be in danger."

"You won't be, we'll protect you!" Peter reassured. "Just tell me who!"

Before Starlight could answer, Loki had arrived and blasted both Peter and Sunburst, "Such pests!"

"H-hey! That was my friend!" Starlight shouted.

"Your friend? I'm guessing you meant the pony with the glasses," Loki said.

"Yes, hes my friend, and you just hurt him!" Starlight shouted.

"Didn't realize you had friends," Loki said. "Anyway I had a point for coming here, we need to get that Crystal Heart, this is our best chance with everyone distracted by the Chitauri."

"Right, The Crystal Heart..." Starlight said, feeling quite hesitant, something Loki noticed.

"Starlight, you sound unsure of yourself, don't tell me you're having second thoughts about all this," Loki said.

Starlight shook her head, "I'm far beyond second thoughts. Don't worry about me, I just have a lot on my mind now."

"Shake them off, you can't afford to grow-" Loki was interrupted when Rainbow Dash suddenly flew in and kicked him in the face, knocking him down a couple of blocks. She flew back and started speed punching, attacking him at every angle.

Loki had eventually got a good whack across her face, knocking her toward a building. He went to pursue her but Johnny had flown in with a fiery punch to his face.

"Let's heat things up!" Johnny started blasting Loki with some fire balls, sending one after the other and ending with a massive heat blast to the God.

That wasn't enough to stop Loki, the God powered through and blasted Johnny from the air, knocking him through a couple of buildings.

"What a pain," Loki said, then took a whack from Cap's shield and a blast from Stark. Before they could continue, some Chitauri came to attack them, the two Avengers fighting them off, Cap attacking with his shield and raw power, Stark zapping them, even using his smart bombs to take out a group of them.

One snuck up on them, trying to catch them by surprise, but before either could react, it took a blast from a gun. They turned to see that Rebecca Chambers had arrived.

"I knew I could be useful here," Rebecca playfully stated.

"Oh, Miss Chambers, you've come," Cap said. "I take it Miss Shimmer brought you?"

"She sure did, but I didn't come alone," Rebecca said.

Loki made his way over to finish off his enemies, but he took a kick to the face. He turned to see the martial artist Ryu. "Capcom has come too?"

"Not just Capcom," Ryu said.

Suddenly another pony had arrived, bringing a huge sword down at Loki, the God quick to block. "Who are you?"

"Name's Cloud," the pony said, jumping back with his Buster Sword in tow. "So you're Loki? Funny I've heard of you, but you're a bit different than I imagined."

"He's from the world of Square," Ryu said. "We've competed in a tournament together at least once."

"Good for you," Loki said, readying up his magic. "However you will not be getting an easy win against me. Regardless if you're a native of Equestria, my home world of Marvel, from Capcom Earth or even this Square dimension, my power is absolute, I am a God!"

"Let's take this guy down," Cloud said, rushing in with Ryu.

Loki blocked several of their attacks with his staff or magic, then attempted to whack them both away but Ryu found an opening to punch Loki in the sides, allowing Cloud to hit the God with the helm of his sword.

Cloud then slashed his sword, grazing Loki a bit and then sent out his blade beam attack, knocking Loki back. Ryu rushed over, hitting Loki with some attacks and ending his combo with a Hadouken.

Peter had made his way nearby, taking sight of the two fighting Loki. "Hey Ryu's here, and so is that other guy...what was his name?"

"That's Cloud Strike, you met him at the Tournament a few years prior," Sunset said.

"Oh right, his friend gave me something called a Materia," Peter said. "Had a little trouble figuring it out though, it's such an unusual item."

"Looks like Cloud's about to show an example," Sunset said, gesturing to Cloud.

The fighter had placed away his sword and gathered energy from the materia, sending down a lightning bolt to strike Loki. This stunned the God long enough for Ryu to rush over with a massive punch, and a few high strikes ending with his mighty uppercut.

"Shoryuken!" Ryu had sent Loki flying with that attack. But the God grew more frustrated and generated a lot of energy, sending two massive blasts at Ryu and Cloud, knocking them away.

"Oh no, I gotta help them!" Sunset quickly rushed over and blasted Loki, but he blasted back, knocking her the same direction of the other worldly figurers.

"I will not be bested!" Loki shouted. "I shall reign supreme above-"

Twilight blasted Loki from behind, then used her magic to lift him up and slam him against a bunch of walls, ending with a blast to his face.

Loki tried standing up but Peter rushed over and webbed Loki down, "You're not going anywhere!"

"Do not think that a God like myself will be captured so easily!" Loki shouted, prying himself off the ground.

Suddenly the hammer Mjölnir crashed down on top of Loki, courtesy of Thor and induced a powerful zap, stunning his brother. Sunset and Twilight made their way over and used their combined magic to restrain Loki, Thor assisting as well.

"I...will not...be bested!" Loki shouted, attempting to break free, but one more massive zap, this time from Loki's own staff right to the back of his neck, courtesy of Cap was enough to finally exhaust him.

"I don't think that's gonna last very long, we're gonna need some high quality cuffs," Stark said.

"Allow me," Sunset said, bringing out some shackles. "These are magically enchanted by Princess Celestia herself, this could keep him contained for a while, especially if we keep that staff away from him."

Twilight seemed relieved at Loki's capture, "That was a tough one. But in the end, we won at least. Still, I do feel kind of bad for him, sounds like he's had a rough life, maybe he just needs a good friend."

"Good luck with that, my brother is a very stubborn person, he won't change so easily," Thor said.

"We just need to have faith," Twilight said. "Wait, what about Starlight? We have to find her."

"No need to Princess," Sunburst said, making his way over with Starlight. "She's right here."

"Hello," Starlight nervously said. "I guess I have some explaining to do."

"Huh? What's happening?" Twilight asked.

"We'd like to know too," Logan said, making his way over with the rest of the heroes, Elements, and the other outer world assistants.

"Turns out she really isn't so bad, just a little confused," Peter said, vouching for Starlight. "So let's not be too hard on her."

"It's fine, Spider-Mane, I'll take whatever punishment I've earned," Starlight said.

"Call me Peter," the hero replied.

"Well, another bright side, seems like the Crystal Heart is safe," Stark said. "No sign of danger."

Meanwhile at The Crystal Heart, Magneto is seen slowly approaching it, curiosity filling his eyes as the magical item drew him closer. A smile spread wide across his face, wondering what immense prowess awaits him.

"Eric!?" Cadance called. "Are you around?"

Magneto sighed, then called out to Cadance, "I shall meet you momentarily!" He turned back to the heart, smirking a bit. "Soon..."

---

Meanwhile...

Lighting Dust is panting as she flies through the storm leading to the Crystal Empire, the mare shivering a bit. "This wasn't such a good idea..."

"Don't give me that..." Laura ordered, cold herself. "Keep flying!"

Lightning rubbed her hooves together, trying to keep warm. "Where's Human Torch when you need him?" She continued flying hoping to reach the Empire, even if by now, it is pointless.

Potential of Friendship

Clean-up at the Crystal Empire was underway. All the heroes were spread out across the city, checking the damage done, reassuring assistance and helping any injured pony.

After a few hours everyone had met back up at the castle of the Crystal Empire, the Avengers, Elements, Ponyville Heroes, as well as Sunset Shimmer and the trio of outer world warriors, Rebecca Chambers, Ryu and Cloud Strife. Shining Armor, Cadanace and Flurry Heart were also present, with Magneto close by.

Loki was tied up and gagged nearby with Sunburst and Starlight nearby, Flash Sentry guarding the room. He glanced occasionally to Loki, the God giving off dirty glares at the poor guard. Sunset, who was holding and examining his staff, kept an eye on Loki, making sure he didn't try anything.

"Well I'm glad this situation has been quickly resolved," Cadance said. "Still, an actual God though."

"Is he really a God or is he like that Wesker guy who keeps calling himself one?" Shining Armor said.

"No he's a God," Thor said. "He's my younger brother."

"Right, and those binds can contain him?" Shining Armor asked.

"This isn't the first time we've tangled with Loki, or beings like him," Cap said. "We've figured out a few tricks."

"As long as he doesn't pull off any other tricks," Shining Armor said. "How did he even get here? What was his goal? Also who's that mare and why was she with him?"

"Are you from Earth as well?" Cadance asked.

"No, I'm fully Equestrian," Starlight said. "I was born in Sire's Hollow.

"Sire's Hollow?" Cadance asked. "Sunburst, isn't that your hometown?"

"Yes, Starlight is my foalhood friend," Sunburst said. "I was able to talk a little sense into her, so she's pretty harmless now."

"Wait, so she's on our side now?" Peter asked.

"Well, not exactly, I'm not too thrilled you ruined my village after all," Starlight said, a hit of bitterness in her voice.

"Her village?" Cadance asked.

"Starlight created a village where everyone had the same Cutie Mark," Johnny explained. "It was creepy as hell with all those fake smiles."

"My town is not creepy!" Starlight shouted. "Those smiles were genuine! No Cutie Marks means no expectations, everyone can feel equal and no one can ever feel crummy!"

"Starlight, I get what you're feeling, but stealing Cutie Marks isn't the way to go," Peter said.

"Those things can be removed?" Ryu asked.

"What is a Cutie Mark anyway?" Cloud asked.

"Cutie Marks are the marks on our flanks," Twilight explained. "It shows our special talent."

"...So you messed up her village because she removed a bunch of tattoos?" Cloud asked.

"Cutie Marks are important to their society," Ryu said. "I don't fully get it but it's their culture, so to them it is quite a big deal."

Cloud shrugged it off, "Strange customs."

"I recognize Ryu, but who's that other guy?" Shining Armor asked.

"Cloud Strife of Square," Sunset said. "I recently opened up the portal to his dimension, he's come to help as well."

"He was at the Marvel vs. Capcom Tournament a few years back as a spectator," Twilight explained.

"Yeah, I was rooting for Ryu," Cloud said. "Really bummed me out to see him lose."

"Gee, sorry for bumming you out," Peter joked.

"Honestly you don't even look that strong, but I guess appearances can be deceiving," Cloud said. "I am curious about your powers, were you experimented on or something?"

"I'll tell you my life story later, right now we need to figure out what to do with Loki and Starlight," Peter said.

"Please go easy on Starlight," Sunburst pleaded. "Something tells me this is partially my fault for shutting her out for so many years."

"Well, we'll see what we can do," Twilight said. "But she still teamed with a villain, and she tried taking over an Empire."

"Plus she attacked us," Bobby added.

"Right, we'll be as lenient as we can but she still has a lot to answer for," Twilight said.

"I understand," Starlight said.

"Now we just gotta figure out what to do with our old buddy Loki," Stark said, making his way over to the God. "What were you up to anyway?"

Loki looked down at his mouth gag, then back at Stark, as if trying to tell him something. Star got the clue and used his magic to pull the gag off. "Thanks..."

"Did it for a reason, start talking," Stark said.

"Alright, my name is Loki and I like long walks on the beach," the God trolled.

"Haha, wow you're almost as funny as Peter," Stark sarcastically quipped. "I'm serious, why were you here? How did you even find this dimension?"

"It wasn't that hard to track, considering the portals have opened a few times already," Loki explained.

"Alright here's my next question, why did you come here?" Stark asked. "Was it the Crystal Heart? Or are you after much more than that?"

"It always has to be some major ambition when it comes to you Avengers, maybe I just wanted to find a nice vacation spot, ever think of that?" Loki taunted.

"Stop stalling Loki," Cap warned. "Tell us what we want to know!"

"Or if you don't tell us," Stark gestured to Starlight. "We'll just ask you accomplice! Maybe she'll be more cooperative!"

"Assuming I even told her much," Loki said. "I just did her a favor and she did me one, that's all it was."

"Loki, give it up," Thor said. "You have been caught, you might as well tell us everything we want to know, perhaps we'll go easier on you if you do."

"Ugh, fine, I see you're not dropping this any time soon, you bunch of do-gooders are a stubborn bunch after all," Loki said. "Yes, I wanted the Crystal Heart, that's all I wanted. No other motives for coming here, I wanted the Heart's power to successfully conquer Asgard."

"He has mentioned something like that," Twilight said. "Still, how did you even get here Loki?"

"A portal, I knew of Equestria after all, a lot of foes back home do," Loki said. "This place isn't exactly a secret now, soon more will come seeking the power that radiates off this world."

"Who else knows?" Cap asked.

"What do you think I carry a list?" Loki asked. "Besides you've seen who has come through here, have you not?"

"Fine at least tell us anyone we should be worried about," Stark said.

"My, my, I didn't think The Avengers had anything to worry about," Loki taunted.

Stark grew annoyed, "You're getting in my damn nerves." He aimed his robotic palm at Loki. "Start talking before I blast you to hell!"

"Tony, that isn't necessary," Cap said.

"Stay out of this Steve, I'm working," Stark said. "Now talk!"

"I had no idea heroes behaved this way," Loki taunted again. "Here I thought that was only in the Justice League's Earth."

"This guy's really getting on my nerves," Cloud said, then made his way over with his sword. "Look, the sooner you tell us what we want to know, the better off you'll be."

"I don't think that's a wise idea Cloud," Ryu said.

"Tony, I can try getting through to Loki," Twilight said.

"Twilight, no offense but you're not the most intimidating, Stark said, with Peter stifling a laugh. "This requires a presence."

"Yes, the man in a tin suit is SO intimidating to a God," Loki said, rolling his eyes. "Even that little runt next to the pink Alicorn looks more intimidating than you."

"Don't make me zap you!" Flurry warned.

"Tony, just settle down," Cap said. "Let me try talking to him."

"Oh how I'd love to see the good Captain try," Loki joked.

"I can try, I've dealt with my share of villains," Rebecca said. "I was a member of S.T.A.R.S."

"Or let Logan try interrogating him," Rainbow Dash said.

"I wouldn't mind," Logan said, extending his claws, smiling somewhat deviously.

As everyone debated on how to handle this, Sunset trotted over, looking Loki directly in the eyes, "Who sent you?"

"What makes you think I was sent here?" Loki asked.

"You wouldn't know about The Crystal Heart unless someone told you, now talk, who sent you here?" Sunset asked. "Talk or I'll destroy this staff you seem to like."

"Feisty aren't you?" Loki joked. "I'd love to talk more to you but I don't think we're that compatible for conversation, it's easier when the person is more of a Kindred Spirit, you get what I mean?"

"Kindred Spirit? What are you getting-" Sunset suddenly lost grip of the staff and it landed right near Loki. The God was quickly to grab it and teleported away, leaving behind the binds. "No!"

Everyone turned to see that Loki had left, worry filling the room. Stark turned to Flash, "Let the other guards know that Loki escaped! Search this entire Empire!"

"How did he escape!?" Twilight asked. "Sunset, did you see what happened?"

"I don't know, one minute I was talking to him and the next the staff fell and he just left!" Sunset explained.

"Did you drop it!?" Stark asked.

"No, it just fell," Sunset said. "Maybe he pulled it or something."

"How could you be that careless!? Now he could be out there anywhere!" Stark angrily pointed out.

"Settle down Iron Man, accidents happen," Ryu said.

"Accidents happen?" Stark asked. "She didn't break one of the castle windows Ryu, she let a Chaos God escape."

"We don't know what happened, but whatever it was, I believe it was out of Sunset's hooves," Ryu said. "She wouldn't be that careless, Loki probably still had enough magic to do what he did."

"Aw, thanks Ryu," Sunset said.

"Fine, maybe it was out of her hooves, but he's still out there," Stark said.

"Wherever he is, I believe we'll find him if we look hard enough," Ryu said. "Rebecca, Cloud, let's just the search."

"Alright," Rebecca said.

"Fine by me," Cloud added, the two following Ryu out of the castle.

"Everyone, search the premises," Stark said. "Do what you can to find him!"

"I can try to sense out his magic," Twilight said, generating her horn's light.

"I'll track his scent," Logan offered.

"Someone should check the Crystal Heart," Peter pointed out. "That is what he was after."

"Good thinking Peter," Stark said, then turned to Flash. "Stay here with Starlight, we still have some questions for her."

"Sure thing Mr. Stark," Flash said.

"Everyone spread out!" Stark ordered.

Everyone quickly left the room, some staying and searching within the castle, many searching outside, Johnny and Rainbow Dash flying above to circle the city, Fluttershy consulting with any animals she finds to assist her, Peter focusing heavily on his spider sense to alert him of any danger, Ryu trying to sense Loki's ki, Hawkeye teaming with Bobby and Rarity in guarding the Crystal Heart and Stark using some type of radar to detect his location.

Thor seemed the most upset, he's always had trouble keeping his brother under control and now he fears his brother may unleash his most dastardly plan yet. He circled through the city to locate his brother before it was too late.

---

Unbeknownst to all, Loki was no longer in the city. He had slipped out and had made his way to Tartarus, where Discord was waiting near the gates.

"You look like you had trouble," Discord pointed out.

"They got lucky, it won't happen again," Loki said. "That Twilight Sparkle mare is much more powerful than I had anticipated, Spider-Man really knows how to pick a wife."

"She is a prodigy, she's bested even me once, imagine how that must feel for a being like myself?" Discord said.

"As a fellow God of Mischief, I sympathize with you," Loki said. "Bad enough my plan to get the Crystal Heart failed, but Starlight Glimmer has left our side."

"Yes, that is quite unexpected," Discord said. "I had no idea she had a foalhood friend living in the Crystal Empire, that really puts a damper on my plans. Doesn't help that Sunset opened the portal to Square, bad enough I had Ryu and his Capcom buddies to worry about but now this young boy named Cloud might be a pain to deal with. Of course much like Capcom I can easily get some baddies from Square, perhaps Cloud has an enemy I can find, I'll have to do research."

"How has the recruitment gone?" Loki asked. "Last I heard you managed to get Mysterio and even one of the locals on your side."

"Yes, Queen Chrysalis of the Changelings," Discord said. "I am struggling a bit with Albert Wesker and his allies however, they are quite the stubborn bunch. I don't suppose you know anyone else who'd be a great ally?"

"First let me warn you, under no circumstances are you to recruit a Titan named Thanos," Loki warned. "He's far to dangerous to keep as an ally, he will most likely overthrow you the first chance he gets."

"Thanos huh? I think I've heard of him, a very dangerous being," Discord said. "Well, duly noted."

"What of Baron Mordo, I heard you contacted him as well," Loki said.

"I did, but...he's kind of dead," Discord stated. "He had a run in with Magneto's daughter and poof, he's done."

"Magneto's daughter...yes I believe I've heard of her, Scarlet Witch, very powerful being," Loki said. "Too bad she's not on our side."

"She can be," Discord said. "The reason she, her brother, her father and the rest of those Brotherhood Mutants are here is through my efforts."

"Are they part of this plan of yours?" Loki asked.

"Sort of, I just brought them here to see how they react to this world," Discord said. "Then the Brotherhood ended up as Friendship Students to Twilight Sparkle and her friends."

"Friendship students? I hardly know what that is but that does not sound like it'll work in our favor," Loki said.

"Oh but it can, all it takes is one little slip," Discord said. "Especially when their leader has some motives of his own."

"You really believe so?" Loki asked.

"Tell me, how did you get here?" Discord asked.

"Through teleportation," Loki answered. "You know of my magic."

"You needed a little help from your staff, how did you get that staff?" Discord asked.

"I don't know, that mare had it and she dropped it, I simply took advantage of her slip up," Loki said.

"Did she drop it...or was it pushed from her hooves?" Discord asked yet again.

"Pushed?" Loki asked. "Who could have possibly pushed..." Loki remembered that Magneto was in the room as well, and it did seem weird how Sunset just dropped the staff. Part of him thought maybe she was a spy for them. Another part thought Starlight could have done it, she did not seem to be fully on their side yet. But the idea that Magneto had moved it, that made for an interesting theory.

"Why don't you take a little break, wait with us until we're ready to enact our plan," Discord said.

"How long will that take exactly?" Loki asked.

"About maybe two years," Discord said.

"That sounds like quite the wait, but perhaps I shall indulge you for now, the best things are the ones worth waiting for," Loki said, clutching his staff. "But if I see my moment, I am going to take it."

"Fair enough," Discord said. "And also, if you could assist me with something."

"What could you need assistance with?" Loki asked.

"Would you mind taking a trip to another realm I've been keeping tabs on, there's a group of Super Warriors that I wish to bring in soon for a little game," Discord said.

"Super Warriors?" Loki asked.

"Ever hear of a group of beings called 'Saiyans'?" Discord asked, heading back into Tartarus. "They're quite the vicious bunch."

"Saiyans huh? I can't say I have but I am rather curious," Loki said, following Discord inside.

---

The search at The Crystal Empire was an obvious failure, Loki was long gone, Twilight could not feel his magic, Ryu could not feel his ki, Logan had no trace of his scent and Stark picked nothing up in his radar. On the bright side The Crystal Heart was safe, that was a plus.

Cap rendezvoused with Rainbow Dash and Johnny just outside the castle, taking note of Rainbow Dash's currently sour attitude.

"I can't believe he gave us the slip like that!" Rainbow Dash complained. "We even had him too! This is bogus!"

"I know you're frustrated Rainbow Dash, but some things just can't be helped," Cap said. "What matters now is that this city is safe and The Crystal Heart has not been taken."

"Plus we at least got the pony that was assisting Loki," Johnny said. "So we got some good points, not all doom and gloom."

"What's gonna happen with her anyway?" Rainbow Dash asked.

"Twilight heard about her past and she said she's gonna do something to help her out," Cap said. "Who knows, Starlight might even get a second chance, that's a good thing, a chance to turn her life around for the better."

"Let's go inside the castle then, we'll meet up and figure out what to do next," Cap said.

The trio walked inside, making their way toward the throne room. Upon arrival they heard Stark talking rather loudly. Upon reaching the throne they saw that Stark was trying to interrogate Starlight.

"Can you tell me anything at all!?" Stark asked. "What he was planning, what he was up to, anything to go off of!?"

"He only told me what he told you, he wanted the Crystal Heart so he can rule over Asgard," Starlight said.

"And you're positive there isn't more to it than that?" Stark asked. "Like does he know about any other magical artifacts!?"

"He knows they probably exist but he doesn't know where they are," Starlight said. "I don't really know either."

"Can you at least tell us who sent him? Or how he came here?" Stark asked.

"I...I can't say," Starlight said, turning away.

"Can't say or won't say?" Stark asked, getting no response. "Hey, focus on me! Who is he working with? Does this have anything to do with the other villain invasions!?"

"I told you all I can," Starlight said. "I have nothing more to say."

"Are you kidding me?" Stark asked. "This isn't a joke! Lives could be in danger! Can you NOT comprehend that!?"

"Alright that's enough Tony, you aren't getting anywhere," Cap said, making his way over.

"You wanna try then Steve?" Stark asked. "See if you can get her to talk?"

Cap made his way to Starlight, looking the mare in the eyes. "Starlight Glimmer, tell me. How are you feeling right now?"

"Huh?" Starlight asked, little surprised by this random question. "Um...alright I guess?"

"Are you hurt in any way?" Cap asked.

"Took some bumps but nothing I can't handle," Starlight said.

"What the hell are you doing Steve? We're trying to get answers from this girl," Stark said.

"I know what I'm doing!" Cap said, then turned back to Starlight. "Can you tell us how you met Loki?"

"He came to my village and offered to help me with my goals," Starlight said. "I wanted to spread my village's message across Equestria. To have a world of Equality."

"You weren't brainwashed or manipulated in any way?" Cap asked.

Starlight shook her head, "No, I...fully knew what I was doing. I really thought I could help, you know, a world without Cutie Marks, people are free to be equal, no one can be judged."

"Take it from me, that won't end judgement," Cap said. "Where I'm from, there are no Cutie Marks, but that won't stop others from thinking themselves superior, be it their social class their cultural beliefs."

"Back when I was on Earth, I got judged for being a nerd," Peter said. "I was smarter than other kids, so they stayed away from me and treated me like an outcast."

"For guys like me, Bobby and Remy, we got people judging us fer having powers in the first place," Logan said.

"Not to mention that there are creatures in this world that are still gonna treat you differently regardless of Cutie Marks, after all Dragons won't care, they'll still find themselves superior," Twilight said. "The mean ones anyway, not all them do."

"Your goals sounded noble but you went about it all wrong," Cap said. "If you want to help there are other ways, use your passion for good."

"If you need help, that's what we're here for," Twilight said. "We'll get you on the right track."

"And I'll be here for you as well," Sunburst said, getting Starlight's attention. "I also want you to know that I never once looked down on you just because I got my Cutie Mark first, and I really did not mean to upset you by never talking to you again. We're friends, I should have trusted that you wouldn't think less of me for being a failure."

"You could never be a failure to me Sunburst, I just wish I could have helped you when you needed it," Starlight said.

"It's not too late, you can still help each other," Twilight said. "Friendship is the greatest form of Magic, when you're true friends, there is no shame, and if you do fail, good friends help you back on your hooves."

"I really appreciate your kind words," Starlight said. "I have a lot to consider now."

"That's fine, it's perfectly understandable," Twilight said. "If you want to Starlight, I can give you some pointers on Friendship, you can be like my student."

"Twi, you already have a student," Peter reminded.

"I can have more than one Peter, maybe she can be in the same class as Wanda," Twilight said. "Plus I am opening a School of Friendship, so I have to get used to multiple students."

"She ain't wrong," Logan said. "I think it's a good idea."

"What do you say Starlight?" Twilight asked the mare.

After a moment of hesitation, Starlight nodded her head, "If you would have me, then I accept your offer."

"Good to know," Twilight said, offering a friendly smile.

"Wait, where am I gonna stay though?" Starlight asked. "It might be awkward for me to go back to my village."

"You can stay in Ponyville," Twilight said. "I can find you a room."

"I think Scott has a spare room in his house," Peter said. "I mean he has it for his daughter but maybe Starlight can live there for a bit."

"Assuming Trixie won't get jealous that another mare is living in Scott's house," Johnny joked.

Peter started chuckling a bit, imagining the mare's reaction, "That would be a good way to tell if she has a crush on him or not."

"Or if Starlight wants to, she can live on mah farm," Applejack said.

"Doesn't the school you made have dorms," Remy asked. "She can live there."

"I'd rather wait to open the school first, but since things have gone well, I think I can do it soon, ponies from all over Equestria can join, and maybe even beyond," Twilight said.

"That sounds pretty exciting," Johnny said. "So who are gonna be the teachers?"

"My friends of course, and some of the X-Men offered to help," Twilight said.

"Just call me 'Professor Dash'," Rainbow Dash boasted.

"Kurt's pretty excited too," Logan said. "He has found your Friendship is Magic philosophy very enlightening after all."

"Tell him I look forward to seeing him at the school," Twilight said. "For the record, if Laura wants to join, she's welcome to as well, young adults are permitted to learn from my school as well."

"Speaking of Laura, how is she doing?" Rainbow Dash asked. "She and Lightning Dust showed up like 20 minutes ago looking like hell."

"They're fine, Fluttershy's tending to them right now," Logan said. "They're resting near a fire that Torch made for them."

"I would have heated them more myself but finding Loki was top priority," Johnny said. "Plus I can't stay stuck in the same room for too long."

"Foolish mares, should have waited a few seconds," Thor said. "They're lucky to have survived."

"I will admit their bravery," Magneto said. "You have a strong daughter Logan."

"Eh, she barely considers herself my kid, don't blame her," Logan said.

"Do not give up so easily, as a father myself I know how hard parenting can be," Magneto said. "Many of you in this room either have that burden or are about to experience it."

"I wouldn't call it a burden," Pinkie said, rubbing her stomach. "More like an excitement."

"I feel kind of bad for those girls though, they went through that because of the trouble I caused," Starlight said.

"Don't worry about it, in time they'll forgive you," Twilight said. "Just try not to be alone around them for too long."

"Noted," Starlight said.

"Well, we should be getting home soon, I have to get back to Wanda," Twilight said.

"Wanda is likely returning home for the night Miss Sparkle," Magneto said. "I should be on my way to Canterlot myself."

"All of you have earned some rest," Cadance said. "In fact, why don't you all stay the night?"

"Oh we don't want to be a bother," Twilight said.

"It's no bother Twiley, we'd be happy to have you here," Shining Armor said. "Plus you really shouldn't be moving around this much, aren't you pregnant?"

"Hey I fought just fine when I was pregnant with Mayday, my suit would protect my womb anyway," Twilight said.

"Still, you shouldn't be moving around too much, same with you Applejack, and especially you Pinkie Pie," Shining Armor said. "Why did you even come?"

"Hey to be fair, I didn't expect to be in a big fight," Pinkie Pie said. "Plus I get bored at home."

"Maybe you should adjust," Deadpool suggested. "I don't want you or our little ones getting hurt."

"You should take it easy too Applejack," Remy said.

"Remy this ain't mah first time being pregnant, ah got around just fine the first time, ah did plenty of Apple Bucking," Applejack said.

Deadpool turned to Shining Armor and Cadance, "I think we'll be taking that room, just so Pinkie doesn't have to move around much."

"That's a great idea," Cadance said, turning to the others. "What about all of you?"

"I'd love to but I'm worried about The Changelings," Rebecca said.

"I should be returning to my world," Ryu said.

"I have things to do back in Canterlot," Sunset said.

"I'm just Not Interested," Cloud explained.

"The Avengers should be going back as well," Cap said. "I have to report to Celestia and Tony might have some work to do."

"Starting with that frown of his," Thor said, taking note of Stark's sour face. "You look rather unhappy."

"I'm just confused as to how easily forgiving you all can be, one minute a mare is terrorizing everoyne and the next you're friends with her," Stark said.

"To be fair, the same thing happened with Sunset Shimmer back when we first met her," Cap said.

"Plus we forgave Luna pretty easily," Twilight said. "Granted it took a while to get used to her but the point is that we really believe in second chances."

"We needed one too Tony, don't forget that," Cap said, remembering the mind control that The Green Goblin placed him and the other Avengers under.

"Equestria is all about second chances," Magneto chimed in. "Is it not Mr. Stark?"

Stark sighed in defeat, "Fine then, we still need to find Loki, and this time we're making sure Banner comes with us."

"Where is Hulk? I thought he'd be around more," Peter said.

"He and his team have been busy on Earth," Cap said. "They'll come by when they can."

"Good, send them all after Loki," Stark said. "Anyway we should get back then, I have things to do."

"What about you Twiley?" Shining Armor asked.

"Normally I wouldn't mind but I do have a daughter to get back to," Twilight said.

"Same here," Rarity added.

"And mah little colt," Applejack said.

"I gotta get back to my own daughter," Logan said.

"I think you know my answer," Rainbow Dash said.

"At least let me and Shining Armor bring you home, Twilight shouldn't be using any more magic," Cadance said.

"That sounds fair, alright two trips incoming, one for Ponyville and one for Canterlot," Peter said.

"Everyone who's coming to Canterlot gather around me," Sunset said. The Avengers along with Magneto, Ryu, Cloud and Rebecca gathered close to Sunset. "Bye everyone."

She had teleported them all out of The Crystal Empire, leaving the Elements, their husbands, Starlight and Sunburst with Cadance and Shining Armor.

"Let's get Laura and Lightning Dust so we can bring you all home," Cadance said.

As they were about to head out, Starlight quickly trotted over to Twilight, "Thank you for your kindness."

"It's no trouble, anything to spread the Magic of Friendship," Twilight said.

---

The heroes had returned home to Ponyville, finally heading off to bed after a long day. Twilight allowed Starlight to stay at her house for the night until they could figure out her living arrangements.

The rest of the week was more Friendship lessons, this time with Starlight joining the 'classroom' as Twilight put it, the mare having difficulty settling in. Wanda wasn't quick to befriend her just yet despite both being in class for the same reason and Scott wasn't sure what to make of her just yet.

However Trixie was quick to befriend Starlight, the two finding some common ground in their troubled past. The two hit it off very well and were seen spending a lot of time together. Starlight had also met up with Maud Pie, apparently they had interacted before, Maud having been the one who helped Starlight find the rock that she needed to power her Cutie Mark removing magic.

Pinkie demanded that Maud never tell anyone, Deadpool quickly backing her up on that.

By the end of the week, it was time for the School of Friendship to open, a big day in which ponies from all across Equestria had come to celebrate the school's first day.

Many X-Men, such as Nightcrawler, Shadow Cat, Jubilee and Hisako had come, ready to join the Elements of Harmony as teachers. Not only them but even Peter looked ready to teach a class or two, same with Logan.

Others started to come as well, creatures outside of Equestria. The first was a Dragon who was being joined by Spike, Wanda and Ember.

"Why do I have to be here?" The Dragon asked.

"Because I said so, now stop whining about being here!" Ember shouted.

"Hey ease up on Smolder, she's probably just a little shy," Janet said.

"I am not!" Smolder shouted. "I just don't see the point to this!"

"You will soon," Spike said.

"Oh, Spike, you're here!" Rarity said, making her way over with Bobby, their daughter riding on the mom's back.

"Hi Rarity, meet Smolder, she's joining the school," Spike said.

"Nice to meet you Smolder," Rarity said.

"Eh, it's whatever," Smolder said.

"Wow, nice kid..." Bobby lamented.

"Bobby..." Rarity warned, then turned back to Smolder. "You look like such a dear, I look forward to seeing you in one of my classes."

"You're a teacher here?" Smolder asked.

"Yeah, she's The Element of Generosity, she'll teach you all about being generous," Spike said.

"Ugh...sounds so lame," Smolder said.

"Deal with it," Ember said. "We're gonna be leaving now, if you cause any trouble, you're gonna regret it!"

"Easy Ember..." Janet politely warned. "Have fun Smolder, try to come back a better dragon than your brother."

"I told you, Garble's fine the way he is!" Smolder said.

"Only a sister can love a brother like that," Janet said.

"Ember, you can go on if you want, I want to see if I can find Twilight," Spike said.

"And Hope, I miss my baby," Janet said, the two looking to find the Parker-Sparkle family.

"Hey, Smolder, check this out," Bobby said, then used his powers to make an ice statue of himself. "Pretty cool right?"

Smolder didn't seem to care, she just shot fire at the statue, melting it instantly. "So cool..."

Bobby furrowed his brow, "You're pleasant..."

Meanwhile Gilda had introduced a friend of hers to Johnny, Rainbow Dash and Firefly. "Meet Gallus, he's gonna be joining the school."

"Gallus huh? Pleased to meet you," Rainbow Dash said. "I'm gonna be one of your professors, name's Rainbow Dash."

"You're Rainbow Dash? And you're gonna be a teacher?" Gallus asked. "I thought Gilda said you were cool."

"Easy kid, Rainbow Dash is at least 20% Cooler than most ponies you'll meet," Johnny said. "Besides my brother-in-law is a teacher back home and very few people find him uncool, you should see the stuff he comes up with, he'll make anyone look like a punk if you mess with him."

"His brother-in-law is also a Superhero, leader of the Fantastic Four," Rainbow Dash said. "Which Johnny is apart of."

"Rainbow Dash is cool Gallus, show her and Johnny some respect," Gilda warned.

"Fine..." Gallus said.

Gilda turned to the couple, "He's a typical Griffon, gonna need time to adjust."

"We got this G," Rainbow Dash said.

"He'll have a good time," Johnny said.

"Thanks, I gotta get going, see you around," Gilda said, flying off.

Gallus turned to Johnny, "So, a hero huh? What can you do?"

"This," Johnny said, then activated his fire. "Pretty awesome huh?"

"...That looks dangerous," Gallus said.

"If you don't know how to use it," Johnny said. "It's all about control."

"Fire!" Derpy shouted, flying in with an extinguisher on Johnny. "That was close."

Johnny, who was covered in repellent, stood there very annoyed at Derpy. "Thanks..."

"That was at least easy to put out, guess fire extinguishers are your weakness," Gallus said.

"Only because I used a little," Johnny said.

Elsehwere came The Changelings, and they were different this time, having gone through a Metamorphizes. After they healed up, Fluttershy had given them a Friendship lecture and learned they could feed off love not through force, but through sharing it. Since then they've all transformed, with Thorax becoming their new leader. Not all the Changelings had changed, some went to find Chrysalis, others had come to join Thorax. He now led Changelings that were friends with The Equestrians, and now came their opportunity to solidify their Friendship.

Thorax had introduced Ocellus to Fluttershy, Logan, Laura and Rina. "This is Ocellus, you met her father a week back."

"Yes, he told me all about her," Fluttershy said, looking down to the Changeling. "Hello..."

Ocellus backed away, turning into a rabbit to hide under Thorax, "Forgive her, she's still a little shy."

"I perfectly understand that," Fluttershy said. "She can adjust at her own pace."

"I appreciate your understanding, I do hope this school works out well for her," Thorax said.

"We'll make sure of it," Fluttershy said. "Right Logan?"

"She'll be fine here, we'll help her build confidence," Logan said.

Thorax turned to Ocellus, "I'm gonna be leaving now, behave yourself."

"Uh-huh..." Ocellus nervously said, having turned back to normal.

Once Thorax left, Fluttershy held her hoof out to Ocellus, "Come with me dear."

Ocellus was still nervous, but she went along with it, trusting Fluttershy to an extent.

Nearby Pinkie Pie and Deadpool were talking with the Yak leader, Prince Rutheford. "This Yona, she come to school to learn Friendship. You two help her learn!"

"Me excited to be at Pony School, make lots of Friends!" Yona said.

Deadpool chuckled a bit, "I like her already."

"We'll take good care of her Your Majesty," Pinkie Pie said.

"Good, I go now," Rutheford turned to Yona. "Be good!"

"Yes sir!" Yona said.

Another welcomed student was the Hippogriff Silverstream. Remy had noticed her, looking a bit confused, "Never seen anything like that."

Applejack made her way over with Oliver, "Yeah, think that's a Hippogriff, I heard of them but I ain't never seen one."

"Hey! Are you two teachers?" Silversteam asked. "Or are you students as well?"

"Uh, I'm a teacher, name's Applejack, this is mah husband Remy and mah son Oliver," Applejack explained.

"Hi, I'm Silverstream, my Queen is friends with Princess Celestia, and when she heard about this school my dad, who is Captain of the guard, sent me here to learn about Friendship and Pony culture," Silverstream explained.

"Well that's nice, we hope you like it here," Applejack said.

"Me too!" Silverstream said, then walked off, leaving Remy a bit curious.

"Such an upbeat girl," Remy observed.

One pony named Sandbar had been walking around the lobby, trying to find his way around, "Man this place is big..."

"Need help kid?" Peter asked, getting his attention. He had made his way over with Mayday.

"Yeah, I'm kind of new here, though I guess everyone is, and I'm just a bit lost right now," Sandbar said.

"It's fine, my wife, the Headmare of the School, is about to get everyone settled," Peter said.

"Your wife is Headmare Twilight Sparkle?" Sandbar asked. "And you, you're totally Spider-Mane, aren't you?"

"You can call me Peter," the hero said.

"I'm Mayday, his daughter," the girl introduced.

"Wow, you're a cute one," Sandbar said, getting a blush from Mayday.

"She is, isn't she?" Peter asked. "Come on, I'll get you to Twilight."

"Yeah sure, that sounds..." He then heard some crying. "Uh, do you hear that?"

Peter heard it as well, "Mayday, is that you?"

"No, it's coming from over there," Mayday said, pointing to a pink Pegasus.

"Aw, that little girl is crying," Peter said, trotting over to her. "Hey kid, you alright?"

The Pegasus looked up, "There's so many ponies, I've never seen so many ponies, it's so scary."

"Hey it's alright," Peter said, gentling patting her head. The filly wasted no time hugging Peter, "Whoa."

"Sorry, I'm just so nervous, I'm not good in large crowds," the Pegasus said.

"Yeah it does take getting used to, where are your parents?" Peter asked.

"Back home, they sent me here to be in the school but..." the girl wiped her eyes. "I don't know anyone here! What if I don't make friends and end up alone? I'm not good at talking to others."

"Don't worry, we'll help with that," Peter said.

"Golly, you will mister?" the Pegasus asked.

"Of course, I don't know if you recognize me, but my name is Peter Parker, I'm Spider-Mane," the boy introduced. "My job as a hero is to help ponies like you."

The girl nodded her head, smiling up at the hero, "Wow, you really are as nice as ponies say you are."

"Tell you what, why don't you stay with me and I'll keep you safe," Peter said. "What's your name?"

"Cozy Glow."

"Aw, that's a cute name," Peter said. "Alright Cozy Glow, let's go meet my wife, we'll help you settle in."

Cozy Glow nodded, "Ok Mr. Parker."

"Call me Peter," the hero said. "Let's get going."

Peter led Cozy Glow away with Sandbar and a somewhat suspicious Mayday following after him. The school day was about to be something.

---

In the Dragon World, Loki is observing the Saiyan Goku training from nearby as he has occasionally done from time to time. From what Loki could gather, this Saiyan has some amazing energy, almost God like.

"This is no ordinary mortal being, he has the power of The Gods resonating within him, same with that Saiyan Prince," Loki commented, having seen some of Goku's forms. "Just who are they?"

Goku continued his training until he heard his wife calling him in for dinner. He quickly stopped and made his way home, having been greeted by his youngest son.

"Whatever Discord is planning, I hope he knows what he's doing," Loki said, then began to fly off. "Also, what could Magneto be up to? Knowing him, it must be something quite dastardly."

---

In Canterlot, Magneto was floating in his room with metallic objects circling around him, one thing on his mind at the moment. "That Crystal Heart..." The objects dropped, Magneto's eyes popping open. "It's power shall be mine..."

School Daze

The School of Friendship was still flourishing in it's student capacity, everypony gathered from all around Equestria, plus a few non-ponies as well.

Five The Elements rounded near each other along with the new students they had met up with, joined by Peter, Mayday, Sandbar and Cozy Glow. Twilight was standing over a podium, several stacks of note cards in front of her, prepared to deliver a speech to welcome the students.

"Ponies of Equestria, friends from beyond, I welcome you all to the newly found School of Friendship, where with any luck, we can all learn the true values of Friendship and apply it to our every day lives."

"Wow, Princess Twilight is so much prettier up close," Cozy Glow said.

"Isn't she?" Peter replied, completely admiring his wife's poise.

"In the past the country of Equestria faced much adversity, be it our own threats like The Changelings or Discord, threats from my husbands world or from their rival of Capcom," Twilight said. "I know things haven't been easy, which is why I not believe, more than ever we must unite together and spread the Magic of Friendship and Harmony across our lands, to remind ourselves that not all hope is lost. I will continue to protect our world, as will my friends and my husband, who is currently among all of you in the crowd."

Everypony turned their attention to Peter, the stallion casually waving, "Sup everypony?"

"Peter will be helping with this school in any way he can, he's even offering a class on chemistry and physics for anypony interested," Twilight said.

"Yeah, just call me Professor Parker!" Peter said.

"I want to sign up!" a filly named Toola Roola shouted.

"Yeah, me too, I want to be in Spider-Mane's class!" Her friend Coconut Cream declared.

Many other mares and fillies started to express interest, something Johnny found quite humorous. "Figures all the girls want to go to Peter's class. He wouldn't have this trouble if I were a teacher though."

"That so?" Rainbow Dash asked. "You know, I'm gonna be a teacher, what if all the stallions want to come to my class for the same reason the mares want Peter?"

Johnny looked bemused for a second, then burst out laughing, "Well, gonna be honest, I wouldn't be the least bit surprised...though if they're smart they'll mind their distance."

"Wait, I don't get it," Gallus said. "Is Spider-Mane some type of ladies guy?"

"Pretty much, girls seem to like him a lot, never could fully understand what about him is so appealing," Johnny said.

"It's a combination of his looks, smarts and charm," Rainbow Dash said. "I know you might not get it Johnny, but Peter is the ideal guy for a lot of girls, which is why Twilight is lucky she got to him when she did."

"Almost surprised to know that you girls never fought over him," Johnny said.

"Most of us knew Twilight liked him the most, he did stay at her house," Rainbow Dash said. "I think Fluttershy wanted to ask him out, but she was way too shy. Then there's Luna who really liked him."

"Ah, yes, that tragic story," Johnny said, rolling his eyes a bit. "I mean, I think Twilight's better for him, I already feel sorry for Fluttershy being with an old guy like Logan, Peter doesn't need an old lady for a wife."

"Wow, that's harsh," Rainbow Dash said. "Age is just a number Johnny."

"It's about morals Dash, besides Luna's immortal, if she marries Peter then she's just gonna outlive him and be miserable," Johnny said. "I mean she's already thousands of years old, she's better off with another God, like maybe she can hook up with Thor."

"I think I'm finding some flaws in your logic," Gallus said, getting Johnny's attention. "You said Princess Luna's immortal, and that she'll be miserable if she outlives him. Isn't Princess Twilight also immortal? She is an Alicorn after all, they're suppose to be immortal."

"Oh, Twilight..." Johnny tried thinking of an answer. "Well she wasn't born an Alicorn so she should be good, right Dashie?"

"Of course, Twilight's not gonna outlive her friends, Celestia told us herself," Rainbow Dash said.

"While Princess Twilight wasn't born an Alicorn, neither were any other princesses," Gallus said. "I know because I heard that Flurry Heart was the first pony born as a Alicorn, so that means Princess Celestia and Princess Luna weren't either."

Johnny wasn't sure what to make of that statement, "You sure you got your facts right kid?"

"I do my research," Gallus said, getting a confused reaction from Johnny. "What am I not allowed to learn things on my own or something!?"

"I did kind of hear that Celestia was born a regular pony," Rainbow Dash said. "But maybe it's some type of magic that keeps her immortal, since you know, she has to raise and lower the sun everyday."

"Yeah, that makes sense," Johnny insisted.

"In addition, we have members of the X-Men joining our school as Professors, for that I'd like to offer special thanks to Professor Xavier for allowing them to assist in our future," Twilight said.

"Who are the X-Men?" Smolder asked.

"Only the greatest Superhero Group in existence," Bobby boasted. "I'm one of the Founding members."

"You? If you're one of the members they probably weren't that great, your powers are pretty weak," Smolder said.

"Surprise, surprise, the fire breathing dragon thinks her fire is better than my ice," Bobby said. "You have no idea what I'm capable of kid."

"You can show off later Bobby," Janet said. "Twilight still has her speech to finish."

"I hope you all flourish in our school, and use it's life lessons to better yourself and your society, and always make the best of every day. I hope this school can teach you the importance of these three words, Friendship is Magic!" Twilight finished.

"So, this is your school?" Neighsay said, coming in at the end of Twilight's speech.

"Oh, Chancellor Neighsay," Twilight greeted, then turned to everypony. "I'd like to introduce you all to Chancellor Neighsay, he's the one who helped me build this school."

"Yes, that I am," Neighsay said. "Miss Sparkle, when you have a moment, I wish to speak with you on some matters."

"Sure thing, I can help you right now," Twilight said, then called out to the crowd. "Logan, mind getting everypony settled in for now?"

"I got it covered," Logan said, making his way to the front. "This way everyone, I'll get all of you a schedule so you can settle into class!"

As everyone followed Logan, Twilight met up with Neighsay outside the school property, "So what did you need sir?"

"Twilight Sparkle, when I allowed you to open up this school, I was under the impression you would take your staff under much more consideration," Neighsay said.

"What's wrong with my staff?" Twilight asked. "My friends are more than capable of teaching and I have actual teachers thanks to the ties me and my husband had from Earth."

"It is your friends that's the trouble," Neighsay said. "I did not help you open your school to give your friends employment, education is a serious matter."

"My friends are very qualified for this, I wouldn't have given them this opportunity if they weren't," Twilight said.

"And what of the others? Those Earth dwellers," Neighsay said.

"You mean the X-Men?" Twilight asked. "They're teachers back home, or they're at least high ranking in their classes. They would be teaching at Professor X's school if they weren't at mine."

"Miss Sparkle, an Equestrian school for ponies should be just that, a school for ponies, bringing in non-ponies who likely know very little of our culture strikes me as counter-productive," Neighsay said.

"This school is about teaching Friendship, you don't need to be a pony to know about Friendship," Twilight said. "I trust my friends and I trust the X-Men to do a good job. I promise that things will go By the Book."

"I should hope to Miss Sparkle, I shall give you one chance to show me otherwise, any mistakes will result in your school licensing being revoked," Neighsay warned. "Keep the school in line, and make sure those humans don't disturb our natural order."

"...Yes sir," Twilight said, unsure how to really feel about this.

Neighsay walked off, using his artifact to step through a portal to Canterlot. Just as he did so, Wanda had made herself known, with the rest of her Brotherhood by her side.

"Oh, Wanda, you're here," Twilight said.

"Wow, really pleasant guy," Wanda commented on Neighsay.

"Keep the humans under control? Who the hell does he think he is?" Avalanche asked.

"I know he came off brash but he's just has Equestria's best interest in mind," Twilight said. "Plus you have a chance to prove his worries wrong at least. You are the original students, if you can show how well accustomed to Friendship you all are, then I know there's hope."

"Hope you're right," Pietro said. "At least let's hope he's open minded enough to accept whatever we prove to him."

"Man, no matter the world there's always gonna be that one thick headed guy," Avalanche said, walking off with the Brotherhood following after him.

"I gotta make this work, for the sake of both our worlds," Twilight said.

The following week was the opening of the school, each of the Elements teaching their own classes, Pinkie teaching about Laughter, Fluttershy about Kindness, Rarity about Generosity, Rainbow Dash about Loyalty, Applejack about Kindness and Twilight about her Element of Magic. The various X-Men also took to their classes, a major subject being Earth Culture, an effort for Twilight to help ponies understand Earth Culture.

---

A few days passed, Twilight was sitting in her office, grading some papers. To her concern it seemed like a good chunk of the papers had pretty poor grades. She could chalk that up to it being the first week, she hadn't fully expected many students to do that well, this was simply her way of gauging the current education level. But unfortunately the scores were lower than she expected it to be.

As she continued thinking things over, she heard a knock on her door. "Come on in."

Entering the room was Logan, "Hey Twilight, I think we have a slight problem."

"What is it Logan?" Twilight asked.

"I've been taking note of the students, a lot of them seem kind of...bored," Logan said. "Which I'm normally used to seeing back at Chuck's boarding school but these students just don't look like they're getting it. I figured a school founded on Friendship would be a bit more entertaining."

"I've noticed myself, the testing I did earlier shows me that as well," Twilight said. "I don't get it, given how good my friends are on the subject, you'd think they'd know what to do."

"I mean, I saw Pinkie Pie using a science formula to explain laughter, whether it was accurate or not I couldn't tell, but that just seems really wacky, even for Pinkie Pie," Logan said. "Fluttershy told me she's worried that she's not doing a great job, and from the looks of things, the other girls have those same worries."

"Maybe we need to try something different, a way to reach out to the students," Twilight said. "This is a bit more difficult than my one on one training sessions with Wanda, or the time I tried tutoring Rainbow Dash on Wonderbolts of the past, trying to teach an entire class the same way is posing more challenges than I thought. At least the X-Men seem to be doing alright."

"They have a better idea of school since they grew up in one," Logan said. "Maybe it's just something your friends have to get used to as well, I know teaching a class for the first time might not be the easiest thing to do, but the thing about Friendship is that it's something that comes natural, so your friends should be natural about teaching it. Maybe have a talk with them about it."

"Yeah, I will, thanks Logan," Twilight said. "I'm hoping at least some students could learn on their own, thus making the lessons easier to understand. I mean the bright side is that everypony seems to be getting along."

---

Meanwhile in the halls, Rainbow Dash and Johnny were seen breaking up a potential fight between Yona and Gallus.

"What in Tarnation is going on here!?" Applejack asked, having lassoed Gallus while Remy held back Yona.

"Just a friendly discussion among friends about the Magic of Friendship," Gallus sarcastically commented.

"You think you funny or something?" Remy asked Gallus. "Get back to class, unless y'all want a week of detention."

"Does a school of Friendship even have detention?" Gallus asked.

"You heard the man, back to class, detention or not there will be consequences if everyp-ah mean everyone don't get back to class right now!" Applejack warned.

The kids groaned in annoyance, all going their separate ways, much to the concern of the two couples.

"Some school of Friendship this is, we got kids picking fights with each other," Remy said.

"That's because Twilight wants to do things by the book, which isn't working!" Rainbow Dash said. "Doesn't help that we're all lousy teachers, maybe this school wasn't a good idea."

"Come on, it's just the first week, these students are getting accustomed to the school, and each other," Johnny said. "You can preach Friendship all you want but not everyone's gonna get along so easily."

"Let's talk to Twilight about this, maybe we can get her to understand," Remy said.

"I second that, let's go," Rainbow Dash said, walking with her friends to go see Twilight in her office.

Upon arriving, they could see that the others had already come to complain, with Bobby, Rarity, Fluttershy, Logan, Pinkie Pie and Deadpool all in the room trying to explain themselves to Twilight.

"Look, I know things aren't going well, but that's perfectly fine," Twilight said.

"...You're not Twilight are you," Bobby said, freezing up. "Are you a Changeling!? Is this revenge!?"

Twilight trapped Bobby in a magical orb, much to the mutant's annoyance as he tried breaking free. "Don't say stuff like that, suppose a Changeling heard you, you'll give them the wrong idea."

"I do agree with you on the Changeling thing Twilight," Logan said. "But I will admit you do look way too calm."

"I know you're all worried, but as long as we follow the book that Chancellor Neighsay gave us, we'll be fine," Twilight insisted.

"I really don't think it'll be that simple Twilight," Johnny said. "That book might work well for a conventional school, but this one's a little different."

"Even the Boarding School back home had to adjust to it's own student body," Remy said. "Not everyone gonna learn the same, just a moment ago we had to break up a fight."

"Hey, the X-Men aren't having trouble, I just saw Jubilee's class and they seemed really into what she had to say," Twilight said.

"Yeah, because she's not teaching her class, she's telling them stories about the X-Men," Bobby said.

"...I'll have a word with her later then, but we need to go by the EEA's rules," Twilight said. "They're gonna be here later for Friends and Family day, they have to see us doing things by their rules."

"Well their rules suck!" Johnny said, the others agreeing. "Twilight, I know you like following rules, but maybe try setting your own. You're a Princess, you should have some leeway."

"Even Princess Celestia follows these guidelines Johnny," Twilight said. "I can't use my power to assert my opinion, that's not the Equestrian way. Now I still have some files to attend to, so please get back to your classes and just make the best of it. You're all very smart and you have the resources, if you need advice, talk to the X-Men. Except Jubilee since she's taking a few liberties, hopefully she doesn't affect the EEA meeting."

"Or they could take a few notes from her," Bobby said. "Just saying."

They heard a knock on the door, looking ahead they saw Peter, "Hey, sorry for interrupting, but a certain somepony had a present for Twilight."

Coming into the office was Cozy Glow with an apple. "This is for Princess Twilight, it's an apples, and they're sweet just like she is."

"Aw, you're so precious Cozy Glow," Twilight said as the filly flew over to her desk, placing the apple there.

"Isn't she adorable?" Peter said. "She told me how she went to a stand that Big Macintosh was running and got that Apple especially for Twilight."

"It's cute I guess, but Twilight's friends with Applejack, so she could get those apples whenever," Bobby said, getting a slight pout from Cozy Glow.

"Oh hush Bobby," Rarity scolded. "It's a nice act of Generosity."

"It's all thanks to you Professor Rarity, you're a great teacher," Cozy Glow said. "So is Professor Fluttershy, it is nice being Kind to others, and getting a smile out of them, like Professor Pinkie Pie said."

"Aw, she is precious," Fluttershy said, rubbing her mane.

"Careful, a girl sweet as that might give you a cavity," Remy said.

"Ugh, dude that sounds like one of Peter's jokes," Bobby said.

"You mean the ones that are funny? The opposite of Bobby jokes?" Peter said, getting a glare from Bobby.

"Alright that's enough, everypony back to your classes," Twilight said. "And Cozy Glow, thank you, seems this school is doing just fine in teaching Friendship."

"It sure is," Cozy Glow said, making her way out the room with the other ponies. Peter however made his way over to Twilight.

"So, rough day?" Peter asked.

"More like rough week," Twilight said. "This school's not going as smoothly as I hoped."

"These things take effort, you got this Twi," Peter said. "Well I'll see you later for Friends and Family day."

"See you then Peter," Twilight said. Just as her husband left, the mare sighed in worry and uncertainty. "I hope things pick up soon."

---

Unfortunately things were gonna get worse, for at this moment, the very six students who caused some trouble in the halls were getting ready to leave school a bit early today. Gallus and Smolder wanted to go out and enjoy themselves and talked Sandbar, Yona, Silverstream and Ocellus into joining, promising to be back for Friends and Family day, unaware of the trouble this would cause.

Twilight and Peter strolled through the gardens of their school, the hero happily observing the students that came and went.

"Well everything looks like it's going well at least," Twilight said. "All the students look so happy."

"Great turnout too, it's so to nice this school take off like it has," Peter said. "This is the type of school I wish I went too, much friendlier faces here than in Midtown."

"As I expected, my friends were worried for nothing," Twilight said. "Of course there were bound to be a few first week jitters, it's all about adjusting to your environment, something you and I are well accustomed to."

"Well mine was a bit more since I literally came from a whole other world, but I can see the resemblance," Peter said. "Though, it did sound like there was some trouble with some students earlier."

"As long as things go by the book, the we have nothing more to worry about Peter," Twilight insisted. "My friends, your friends and the X-Men can handle any trouble."

"Trouble you say?" Came the voice of Neighsay as he came through a portal.

"Chancellor Neighsay!?" Twilight said in surprise.

"Dude that teleporting thing is awesome," Peter said.

"Do not attempt to flattery with your Earth comments," Neighsay said. "Princess Twilight, you sounded quite surprised to see me, thus showing you are unprepared. Plus you mentioned trouble, care to elaborate?"

"Oh it's nothing really, just a few hiccups, but it happens to the best of us, right? Twilight asked.

"Yeah totally dude, Twilight's got this," Peter said.

"If you insist, Mr. Parker," Neighsay said, bringing out a paper an quill. "I shall observe your educational facility, this better be by the book, Princess."

"It is indeed, come, allow me to introduce you to the faculty," Twilight said, nervously leading Neighsay around with Peter following. He had to admit, this guy was a bit strange, almost like he'd look for any reason to have this school shut down if it failed even the slightest requirement.

Twilight and Peter led Neighsay into the school, the stallion said very little, only occasionally commenting on a thing or two, such as class participation or the decoration.

As they strolled through, Rainbow Dash rushed over to Twilight, looking very frantic, "Twilight! Big problem!"

"Uh Rainbow Dash? Why aren't you teaching your students right now?" Twilight asked.

"Because they're gone..." Rainbow Dash noticed Peter gesture to a suspicious Neighsay. "Gone on a Loyalty field trip! I'm just here to...grab a pencil!" Rainbow Dash pulled a pencil seemingly out of nowhere. "That's it, just me grabbing a pencil, nothing specific about that."

"Yo Dash!" Johnny said, making his way over. "Did you find Twilight and tell her about the-"

Rainbow Dash flew in and locked Johnny in a kiss, surprising him very much. While he loves his wife's kisses, he didn't think now was a good time.

"What...is she doing?" Neighsay asked.

Rainbow Dash pulled away, "Sorry, I just really love my husband!"

"Your...husband?" Neighsay asked. "He's one of those Earth Heroes, I recognize his insignia."

"Who's this creepy dude?" Johnny asked.

"Chancellor Neighsay, the most important pony in the EEA," Twilight nervously said. "Who can decide the fate of this school's future!"

"Wait he..." Johnny realized his blunders. "Uh, yeah, sup dude? Yeah that 'creepy' comment? Back on Earth it's a type of slang, you know how kids say 'That's bad' when it's actually good? Like, that is a thing here right? I think I heard the Crusaders use it."

"Do I look like I follow any type of this 'slang' you speak of Mr. Storm?" Neighsay asked.

"No sir..." Johnny said.

"Also, what is your purpose in this school?" Neighsay asked.

"I help my wife with her class," Johnny explained. "The best way to show friendship is genuine examples, especially the ultimate friendship that is marriage."

"Yes, now I am quite curious about this lesson your wife is teaching, this so-called field trip," Neighsay said. "Would you mind taking me to your students, Professor?"

"Field trip?" Johnny curiously asked. "What is he-"

"You know, that field trip those six students are on? Come join us Johnny, maybe you can help in this lesson, like you so often do," Rainbow Dash nervously said.

"Oh gee, that'd be great, but we really should be getting ready for Friends and Family Day!" Twilight said, grabbing her watch.

"Yeah, those students on this Field Trip should be there," Peter said. "But just in case, I'll go personally make sure they make it in time." Peter quickly zipped away faster than anyone could notice.

Neighsay still had his suspicions, "So, Friends and Family Day?"

"Oh you'll love it, come on," Twilight urged, getting the Chancellor to follow after her, Rainbow Dash and Johnny nervously following.

---

After school was the beginning of Twilight's Friends and Family day event. All the students brought over their relatives, in addition the representatives of the different nations were all present and enjoying themselves.

Spike had come back with Janet, the two bringing Hope and enjoying a toast with Ember. Logan and Fluttershy enjoyed a nice conversation with Thorax, with Laura, Lightning Dust and Rina nearby as well. Starlight had also been invited, and was joined by Trixie, the two enjoying a glass of punch together.

There were various guests at the event, Avengers such as Cap, Stark, Thor, Hawkeye, Natasha, Ant Man, Black Panther, Falcon, The Winter Solider, Captain Marvel and Miss Marvel. X-Men such as Professor X, Cyclops, Jean Grey, Beast, Storm and the teachers. Magneto and The Brotherhood also attended, making for an interesting reunion between Magneto and Professor X.

"Good to see you again Charles, it's been quite some time," Magneto greeted.

"Same to you Eric, I must admit I am very surprised to see you here," Professor X said. "I never took you for one to appreciate Equestrian Culture."

"They do have a rather interesting Philosophy, Friendship is Magic," Magneto said. "From what I've gathered during my time here, this world's magic is quite something, to live in a world where mutants are free to be themselves, that is quite the dream for men of our capabilities."

"Equestrian culture is a bit far more evolved than humans, being here shows us what humans are capable of being if they put their hate and fear aside," Professor X said. "Funny, from what I've read, even Equestrians have had their struggles in regards to acceptance."

"Are you referring to the Windigos?" Magneto asked.

"Yes, sounds to me like you've read up on how each pony used to be a tribe until one day the Friendship among an Earth Pony, Unicorn and Pegasus created magic strong enough to drive them away," Professor X said.

"Thus their Holiday of Hearth's Warming came to be," Magneto said. "I find that story quite fascinating, here I am wondering when the humans of our world will finally put that behind us."

"In due time Eric, I mean, it took ponies quite some time to get used to that concept, and I don't believe the change happened overnight," Professor X said. "But if it did, well that would be quite impressive."

"Yes, quite, "Magneto said.

Sunset Shimmer had also come by with Capcom warriors such as Ryu, Ken, Chun-Li, Dante, Chris, Rebecca, Spencer, Strider Hiryu and Mega Man. Square Warriors such as Cloud and Tifa were also allowed to come, even bringing a third friend, member of Avalanche Barret Wallace.

"What do you think Barret?" Tifa asked her friend. "Such a pretty world isn't it?"

"You weren't kidding about this place, it really is something else," Barret said. "Everyone seems so much happier here than back home."

"Next time you can bring Marlene, I bet she'll like this world," Tifa said.

"No doubt about it, I could already see the smile on her face, "Barret said, then gestured to Cloud. "Unlike Mr. Sunshine over there."

"Cute," Cloud sarcastically replied. "Why are we here again?"

"Sunset Shimmer invited us, she wants us to represent our world on this Holiday to further show the kinship between the dimensions," Tifa explained.

Nearby the Capcom Warriors had gathered together, occasionally interacting with some of the students. Many of them found the group cool, having remembered them from the Marvel vs Capcom Tournament, others weren't too keen on them, given their prior troubles with Spider-Man and the Marvel Heroes.

Ryu however seemed pretty interested in the building nearby, "So this is Twilight's school. It looks very impressive."

"She spent a lot of time getting it built, we're so proud of her success," Sunset said. "This school is what could potentially lead Equestria into a better future."

"And Twilight's friends are all teachers now, right?" Spencer asked.

"They along with some of the X-Men," Sunset said. "Two worlds coming together to make this school a reality."

"Maybe we can get one built in our world," Chris said. "Help others learn a bit more about Friendship, we'd be better off than we are now."

"Same with my world," Barret said. "Could always use a bit more unity."

"How do you teach Friendship?" Cloud asked.

"That's something we can ask Twilight and her friends," Sunset said. "In fact, here she comes now, she's with the Chancellor that gave her this chance."

"Let's go introduce ourselves," Chun-Li said.

As Twilight led Neighsay around the party, the stallion still looking rather displeased, a very loud warning had been issued. "Everyone watch out!"

"Was that Peter?" Stark asked, looking into the air along with The Avengers, and everyone else.

In the skies above was Peter riding on a giant bug monster that happened to be chasing the Six missing students.

"Peter!?" Sunset asked.

"The school is in danger!" Neighsay shouted.

All the ponies began to panic and ran for safety. The Elements and X-Men went to assist the ponies to safety while The Avengers, Capcom Warriors and Avalanche form a line of defense.

"Let's get those kids to safety!" Cap ordered.

"I'm on it!" Stark said, flying in to grab Gallus and Sandbar from the air while Thor did the same with Yona. Strider flew up as well, assisting Smolder and Silverstream to the ground while the others got ready for battle.

"Open fire!" Chris shouted as he, Rebecca, Dante, Spencer and Barret fired at the bug monster while Hawkeye sent some arrows, Captain Marvel fired some beams, Sunset shot some magic while Ryu and Ken fired some Hadoukens, all trying to knock the monster from the sky.

"Hey watch it! I'm still up here!" Peter called down.

"Get off the monster then! We'll be able to kill it much easier!" Dante said, reaching for his sword as Cloud did the same.

"I shall assist," Strider said, however Silverstream held him back. "What are you doing!?"

"Don't hurt her, that's our friend!" Silverstream said.

"Friend? You befriended a giant monster!?" Cap asked. "Kids that's dangerous."

"No, she's not really a giant monster!" Gallus warned. "She's actually-"

Suddenly the monster turned into Ocellus, the Changeling losing her balance and falling from the air, Peter falling with her. Thinking quickly he webbed toward the ground and grabbed Ocellus o the way, holding her tight as he rolled through, landing on the ground to soften her fall.

"Wait, that was a Changeling?" Chris asked.

"That's not a bad Changeling though, is it?" Tifa asked.

Rebecca got a good look, recognizing her almost immediately, "Ocellus?"

"You know her?" Captain Marvel asked.

"Yeah, she came by one day to check on her father after he got attacked by those mystery renegades," Rebecca said, making her way over.

Peter shook his head, feeling a bit confused at what had happened, then overheard Silversteam's confession. "I guess cutting class was a bad idea."

"Ya think? You kids are in so much trouble," Peter warned, getting their attention. He was mad, the students felt a little uneasy seeing the disappointed look on his face. "I can't believe you blew off class, Twilight and Rainbow Dash were worried sick about you!"

"Sorry Mr. Parker," Silverstream said, bowing her head.

"Yeah, we're really sorry, we didn't mean to cause trouble," Ocellus said.

"I hope so, well at least you're all safe, that's what matters the most," Peter said, just as Twilight and Neighsay arrived. "Found the kids Twilight, looks like they failed their field trip."

"I am so disappointed in the six of you," Twilight said, then turned to Neighsay. "I'm sorry about my students, seems that they-"

"Those are you students!?" Neighsay asked in disbelief. "Your school was to defend Equestria against dangerous creatures who don't have ponykind's best interest at heart!"

"This is a school of Friendship, not some military academy, for that you want The Wonderbolts," Peter said. "Ponies are here to learn friendship."

"And what of those other creatures?" Neighsay asked, gesturing to the non-pony kids. "You intend to allow them into our sanctuary?"

"Uh, yeah?" Peter said, very confused by Neighsay's reaction. "Dude what's the big deal about inviting non-ponies?"

"Of course a human would believe so," Neighsay said, somewhat offending Peter.

"What's that suppose to mean?" Peter asked. "Twilight built this school off of Friendship so we can learn to co-exist with each other!"

"And you don't expect these creatures to use what they've learned against us?" Neighsay asked. "Are you that simple minded?"

"Chancellor, with all due respect, Friendship isn't just for ponies," Twilight said.

"It should be, non-ponies can't grasp the concept as well as we have," Neighsay said.

"That's a load of crap man," Peter said. "What makes you think us 'non-ponies' can't handle Friendship?"

"Well for starters, I've read up on Earth culture and I know for a fact that humans are a very self-destructive species focused on monopolization and hierarchies," Neighsay said. "It sounds like they wish to bring that instability into Equestria by trying to mix us up with riff-raffs such as Dragons and Yaks, not to mention your failed attempt in bringing the Changelings to our side, which led to more chaos and destruction! Ponies are not meant to mingle with other creatures."

This line caught the attention of pretty much everyone nearby. The X-Men looked quite bothered, Magneto and his Brotherhood looked rather furious, the other Marvel ponies felt uncomfortable, the Capcom and Square residents looked a bit offended, as were the other non-ponies.

"How dare you, what right to do you have to say that about us!?" Peter asked, his friends backing up his claim.

"I'd like to know myself," Ember said, making her way over with Thorax, Rutheford, Grandpa Gruff and the Hippogriff Representative Sky Beak. "You have a problem with us creatures!?"

"You act like if Dragons and Ponies have always gotten along, seeing that your kind love to torture us when you see fit," Neighsay said.

"My kind!?" Ember asked, highly offended. "I am not going to let one of my subjects attend a school approved by someone like you!" She turned to the young Dragon. "Let's go home Smolder!"

"But Ember!" Smolder pleaded.

"Now! This isn't for discussion, clearly we Dragons aren't accepted in Pony culture just yet," Ember said.

"If ponies don't want Yaks, then Yaks don't want ponies!" Rutheford said. "Yona! We go home now!"

"Hold on!" Cap said, trying to get their attention. "Let's not be too quick to decisions, let's try a more diplomatic approach. This school is about Friendship after all."

"Some Friendship, apparently us non-ponies can't grasp the concept," Ember said.

"Please, don't give up on this idea, if you leave now then things will only get worse, don't make him think he's right," Cap said.

"But what if he is?" Thorax said. "Maybe ponies and Changelings aren't ready to co-exist if something like this is causing such a ruckus."

"We can't think like that, you joining this School is the first sign that you want things to be better," Cap said.

"That's enough Captain, and I use that term loosely," Neighsay said, much to Cap's annoyance. "It's pointless to convince them to stay, since I am closing down this school."

"Excuse me!?" Twilight asked.

"You, Twilight Sparkle, failed to meet the EEA's standards," Neighsay said. "With your irresponsible teachers, your students skipping class, inviting these creatures to endanger ponies! Your staff is even consisted of the very humans who created the self-destruction of their own society!"

"That's it, I'm done listening to this," Cyclops said, stomping over. "I'm honestly amazed, a whole different world and there's still simple minded people like you who think differences are a bad thing! You only hate us because you fear us, and the reason you fear us is because you won't take the time to understand us or our culture. Are humans flawed? Yes, we are. But obviously ponies can be flawed if one like you is making such hypocritical statements, but just as there are flawed humans and ponies, there are also both who strive to do the right thing and create equality among the masses. Honestly, saying that Friendship is just for ponies when Friendship is about inviting others in!"

"Inviting others in? Like how Twilight Sparkle invited Spider-Mane into our world, bringing in a bunch of other heroes who have done more bad than good," Neighsay said. "Not to mention that other Earth full of ruffians who's only spoken language is through physical violence."

"You better not be talking about us!" Dante called out.

"I am, you Capcom dwellers are too focused on flexing your muscles to realize the reprehensible chaos you've bestowed on our world," Neighsay said. "Why you're still allowed to be in our dimension, I shall never know."

"I really wanna clobber that guy," Spencer said, looking ready to do so.

"Don't, you'll just prove his point," Chun-Li said. "But I know how you feel, I never would have imagined a pony could be so...discriminatory, even to residents of it's own world."

Barret huffed in annoyance, "Always has to be that one stuck up guy, bet he'd make a fine Shinra Employee."

Nightcrawler teleported over to Neighsay, "Sir, I implore you to reconsider, Twilight Sparkle had the best interest in mind, don't let a few mishaps affect your judgement."

"I have nothing to say to you, human," Neighsay said, then turned to the school, casting a spell that locked it up in magical chains. "As head of the EEA, I declare this school to be closed!"

"No!" Twilight shouted. "Please Chancellor, we worked so hard!"

"Clearly not hard enough," Neighsay said. "If you had higher standards for who you admitted, both in staff and in students, then this could have been avoided!" Neighsay used his portal device to leave Ponyville and make his way back to the EEA.

"Seems as if some ponies still have that darkness within them," Magneto commented, then began to walk off. "I better act quickly."

"Dad, wait up," Pietro said, following after Magneto with the rest of The Brotherhood.

"That pony," Nightcrawler said, still in a state of surprise. "He looked at me with the same disdain as the humans back home, back when I was just a young boy in Germany."

"Kurt..." Twilight sympathetically stated.

"Oh, it's fine Twilight," Nightcrawler insisted, not wanting Twilight to feel saddened over this. "I've grown quite used to this, and I have strong faith in the God I worship to endure whatever challenges come my way. But it seems like right now you have the biggest challenge to overcome."

"I just wanted to bring everyone together, I can't just let this end," Twilight turned to the non-ponies. "Won't you stick around?"

"Sorry Twilight, but this is a lost cause, I'm taking Smolder home," Ember looked around. "Smolder?"

Nearby Smolder was face to face with Ryu, glaring hard at the martial artist.

"Uh, may I help you?" Ryu asked.

"...No, you can't," Smolder said, turning away. "Maybe we are better off away from someone like you."

Ryu seemed confused as this young dragon just walked off, wondering where this even came from. He wasn't alone, as Dante seemed just as confused, and more vocal about it. "What the hell was that about?"

Chris rubbed his chin, "Think she recognizes us? I mean we did get into a fight with some dragons a few years ago."

"I don't remember seeing a kid though," Dante said. "Unless those other dragons spread the word on us."

Thorax was seen walking away with Ocellus, Fluttershy rushing to his side, "Thorax wait."

"I'm sorry Fluttershy, but it's over," Thorax said. "Don't get me wrong, I'm happy that there are ponies like you who see us as friends, but Changelings have caused trouble for Ponykind. I guess we just weren't meant to co-exist."

"Don't think like that," Logan said, arriving as well. "I know it's not easy to be accepted, I went through the same trouble back home, all my friends did, but it's times like this you gotta stand yer ground."

"He's right!" Rebecca said, making her way over. "You've already been through a lot, it has to mean something! Don't let it go to waste!"

"I'm sorry, I just can't," Thorax said. "Maybe it would be better if we didn't come back at all. Truth be told, sometimes I worry whoever that group was that attacked us will return if we Changelings get too close to ponies, maybe this was a forewarning."

One by one, the other students left as well with their Kingdom leaders, the Dragons returning home, same with the Griffons, the Yaks, the Changelings and the Hippogriffs. Sandbar was left alone as his friends had left, for who knows how long.

"This is bullshit," Johnny said. "All that effort just for one prejudiced pony to ruin everything!"

"I had no idea someone like that ran the EEA," Applejack said. "This is the stuff that will drive the Kingdoms apart."

"Wouldn't be surprised if he tried driving the worlds apart," Bobby said. "I mean you hear that crap about us doing more bad than good? I thought that Thunderlane guy was the only pony who thought guys like us were no good?"

"Maybe it's spreading," Deadpool said.

"For once, I agree with you," Rarity said. "This is certainly a travesty."

Peter couldn't believe any of this, so much for Twilight's perfect school. Of course he expected a few hurdles but he certainly didn't expect anything like this. He's no stranger to judgmental ponies, he experienced that first hand when Equestria discovered that he was a human, granted he was quick to get back on their good side, there were still plenty who did not trust him, especially considering the danger he brought with him.

"Peter?" The hero looked down to see a very sad Cozy Glow. "What's gonna happen? Does this mean we have to go home and never make any friends?"

"Oh no Cozy, I won't let that happen," Peter said, rubbing her mane. "We're just running into a minor bump in the road, nothing I can't handle."

"I hope you fix this soon, if I had to go back home and never see you again..." Cozy's eyes began to water. "That would be the absolute worst."

"Hey come on Cozy, remember who you're talking with," Peter said, bringing the filly in for a hug. "I'm The Amazing Spider-Mane, there's no problem I can't fix, especially with my friends by my side."

"Yeah, you're right," Cozy said, nuzzling against Peter. "I should try to have faith in you."

"Aw, that's so adorable," Fluttershy said, having noticed from nearby. "Peter's so good with kids."

Mayday looked a little suspicious, this girl was really making herself out to be a real teacher's pet already, plus something about Cozy replacing most of her 'R' sounds with 'W' sounds just sounds really annoying to her.. Maybe she's overthinking it, but something about Cozy Glow just rubs her the wrong way, that and she doesn't really care to see another filly getting her daddy's attention like this.

"Cozy, why don't you go with my friends, I have something to take care of," Peter said, releasing his hug.

"Alright Peter," Cozy said. "Oh but, how will I get home later? I didn't really plan for this, and I live pretty far away. I don't want to go home by myself, especially if I'm gonna get there so late."

"Um, maybe I'll talk to Twilight and you can spend the night, with any luck we could get the school opened again and you won't have to go home at all just yet," Peter said.

"Golly, you'd do that for me? You're so nice!" Cozy said, then flew up to kiss his cheek. "Thank you Peter, you're like the big brother I've always wanted."

"Heh, not the first filly to tell me that," Peter said, blushing a bit. "Go on now Cozy."

"Alright Peter," Cozy said, then started flying over to the rest of the Mane Six and their husbands while Peter went about his business, there was another mare who needed his attention right now

Twilight sat in disbelief, all her hard work gone in an instant. Peter was quick to comfort his wife, the moment he got close she wrapped him into a hug as she sobbed into his shoulder.

Many had pitied Twilight's saddened state, especially Cyclops who understood her pain, and Cap, not liking seeing a good pony like her reduced to tears. Even Stark could not bear to see her cry, he just wish he knew what to say to her.

The other world warriors were also at a loss for words, never had they expected to see such talk in Equestria. The Capcom Warriors in particular feel some of the blame for this, obviously this EEA pony did not trust non-ponies much, and their attitudes and rivalry towards the Marvel Heroes years back obviously did not do them any favors as humans. Even to this day they must live with the consequences of their foolish actions.

"Poor Twilight," Rebecca said, returning to her friends. "Same with the others, especially The Changelings. They're not bad once you get to know them, they're living breathing creatures like us, and many of them did try to make a change for the better."

"Sometimes that's not enough," Spencer said, looking to his Bionic Arm. "Sometimes you can do everything right, but some thick headed assholes just want to screw you over anyway."

"We should go, Twilight looks pretty heart-broken," Sunset stated, readying a portal.

"She needs time to figure this out, I hope she's successful," Ryu said.

"Really wanna punch that guy in the face though," Dante said.

"Tell me about it," Cloud added.

"Remember what Chun-Li said though," Strider reminded.

"Yeah, yeah, I remember," Dante said. "Still wanna clock that douchebag."

"If I clock him, that at least puts the Capcom Warriors in the clear," Tifa suggested.

"Tifa we just got your world linked to Equestria, don't ruin it now," Sunset said, finishing the portal. "Twilight will figure it out, but if she needs help then we can assist, non-violently of course."

"The smart thing would be to prove that we're not as aggressive as many believe we are," Strider said. "That would be the first step."

"What do you want us to do? Go around hugging everypony we meet?" Dante joked.

"We'll figure that out later, let's go," Sunset said, leading everyone through the portal.

Within moments, the Capcom and Square Warriors had warped back to Canterlot. The Avengers decided to stick around a bit to further assist anypony shaken up from what they thought was a monster attack. The X-Men also stuck around, wanting to explain things to the students and hopefully give them a ray of hope.

Nightcrawler had made his way over to Twilight, patting her on the back, "While you may not share the same religion as me Twilight, just know that I will be praying to God above for things to turn out well for you. But you are a strong mare, I know you have it in you to endure this trial and come out even stronger."

Twilight wiped her eyes, facing Nightcrawler. "Thanks Kurt, I'm sorry about all this."

"Do not apologize for having a kind heart," Kurt said. "Or for wanting to set a good example."

"He is correct, Twilight Sparkle," came the voice of T'Challa. The mare turned to face the King of Wakanda. "You must also know this, part of being a leader means making a stand, and doing what you believe is right. From a King to a Princess, never forget you can always make a difference if you believe in your cause strongly enough."

Cap made his way over, prepared to give his own little speech, "When you have a dream, you don't let it go down without a fight. The country I grew up in wouldn't be what it is if people gave up, that is the true American Dream, to always pursue your goals. And it doesn't just apply to my country, Wakanda wouldn't be what it is without the bravery of both it's King and it's people because they never give up either. You, Twilight Sparkle, can not give up, show the heart of a true Equestrian, show that Chancellor the true meaning of Friendship."

Twilight sniffled a bit, looking to the three. "Thank you all very much." She bowed to them. "I won't let you down."

"May the Grace of God smile upon you," Nightcrawler said, bowing to Twilight.

"May you find your path," T'Challa said, doing the Wakandan salute.

"May you fight for the Equestrian Dream," Cap said, saluting Twilight.

"I won't let you down," Twilight said. "Or any of my students. I'll get this school up and running."

"And you have friends that will help," Peter said. "We'll all work together, maybe the X-Men can help give advice, they've gone through their own hurdles."

"The Professor can definitely help you out, he would empathize with you the most," Nightcrawler said.

"Come on, we'll take you to him Twilight," Cap said.

Twilight agreed and joined with Peter, Cap, Nightcrawler and T'Challa in going to speak with Professor X. Meanwhile Logan seemed to be looking around in confusion, something on his mind.

"Logan, is something wrong?" Fluttershy asked, getting his attention. "It looks like you're trying to find something."

"Yeah...where's Magneto?" Logan asked. "He and The Brotherhood just disappeared."

"Maybe they were bothered by that Neighsay pony, he did say such terrible things," Fluttershy said. "It probably brought back some bad memories for them."

"Hm...I really would rather Magneto not be off on his own, I shudder to think how he would react to all this," Logan admitted, hoping his worries were for nothing.

---

Things seemed normal for now, Magneto had simply just returned home with his Brotherhood while The Avengers all returned home as well, many returning to Earth except Thor who went to Asgard for the night and Tony who went to Manehattan for some business. The X-Men had returned to Rochester but promised to be back the next day to further assist Twilight. The Elements and Ponyville Heroes also returned home, Cozy Glow getting to stay in the Golden Oaks Library with the Parker-Sparkle Family.

The next day however, things really took a dire turn. Neighsay was finishing up some paperwork in his office, marking down the closing of Twilight's school.

"We'll be leaving now Neighsay," a mare said. "Will you be joining us?"

"I am fine, leave me be for now, I have work to finish," Neighsay said, writing some stuff down.

"Don't take too long," the mare said. "You don't want to-"

Suddenly the doors were blasted open, knocking the ponies back and surprising Neighsay, "What in Equestria!?"

The ponies somehow found themselves levitated in mid-air, but not through magic. Something else was raising them above ground, something unusual to them.

"What is the meaning of this!?" Neighsay asked, then noticed a pony walking into the room, that pony being Magneto.

"Such a shame," the Magnetism Mutant said. "Even in Equestria there are still simple minded fools like yourself who refuse to be open minded. I thought coming here would be a nice change of pace from the cruelties back in my world, but alas, it wasn't meant to be."

"What is the meaning of this, do you believe you can get away from barging in here like this!?" Neighsay asked, preparing his magic, ready to fight Magneto off.

Magneto was having none of it, he simply used his powers to fling away the other ponies, then grabbed Neighsay, binding him around his body and neck as his amulet was being pulled in. "Ponies like you are no different than the humans of Earth who do not wish to accept the natural order of change. I intended to use Equestrian Magic to finally rid the Earth of all that plagues it, but I can see that Equestria needs a little cleansing as well. That is the only way for there to be true Peace and Harmony."

"What do you intend to do!?" Neighsay struggled to ask.

Magneto levitated the magic amulet off of Neighsay, "First I'll need to borrow this so I may make a quick travel to The Crystal Empire."

"You won't get away with this!" Neighsay shouted.

"On the contrary, I already have," Magneto said, creating a force of Magnetism and blasting Neighsay through the room, causing an ample amount of damage. Magneto had made quick use of the Amulet, thanks to his own Unicorn magic and his various studies, including research on this particular item. He had teleported over to The Crystal Empire, enroute to the Crystal Heart. This time, he would take it for himself.

---

Later that same day, Peter along with Twilight had made their way over to the EEA building, joined by Wanda, who still had her Friendship Lessons to complete. Wanda really did not want to be anywhere around Neighsay but Twilight had convinced her of one thing.

"Part of Friendship and Harmony means putting your differences aside and trying to work things out in a civil manner."

Twilight was of course nervous, she was even a bit hesitant to go, somewhat having doubts but Peter managed to pull her out of the house, reminding her of what Nightcrawler, Captain America and King T'Challa said. The two agreed to go and take Wanda with them, leaving Trixie back home to watch over Mayday and Cozy Glow, with assistance from Scott and Starlight.

The trio had made their way up the path to the EEA building, Twilight trying to maintain a calm composure. "I really hope I can convince him to give us a second chance, he seems so strict."

"It's worth a shot, maybe he was just upset yesterday and now that he's had time to cool off, he might be easier to talk to," Peter explained. "If you show him that you won't make the same mistake twice and firmly explain your goals to him, maybe he'll be a bit more understanding."

"I don't know, he still seems too thick headed to listen to reason," Wanda said. "I mean, guys like that are too busy stroking their own egos to really make an effort for change, I don't think this is gonna go well."

"We won't know until we try Wanda, what's the harm?" Peter asked.

"Come on Spider-Man, you and I both know guys like him aren't too likely to change their minds," Wanda said. "I mean we've both seen guys on Earth just as bad as he is, guys like Senator Kelly who repress mutants and guys like J Jonah Jameson who slander heroes like you."

Twilight stopped in her tracks, "I'm not sure if I want to make an enemy like that, maybe this isn't such a good idea."

"Twilight, don't even think about leaving," Peter warned. "I know you're feeling nervous but this is a necessity if you want to do right by all those students."

"But Peter, even if he agrees to open the school again, what if he makes it so that non-ponies can't get in?" Twilight wondered. "Those other students won't be able to come back and the X-Men can't be teachers."

"Twilight, you gotta be assertive, go in there and make your stand for what's right," Peter encouraged. "Go straight to that guy and convince him to let you open your school back up, do NOT take 'no' for an answer!"

"Wow, Spider-Man really believes in you Twilight," Wanda pointed out.

"Yeah, it's so sweet of him," Twilight said, kissing Peter on the cheek. "I'll do it, let's go."

The three of them made their way into the building when they already noticed that something was off, there seemed to be a wide variety of destruction, ponies were scattered everywhere, all of them seemed pretty hurt.

"What happened here!?" Peter wondered, scanning around. "Who could have done this!?"

The trio had made their way over to the main room where they saw that the doors were blasted open. Inside they found more ponies scattered about, some looking worse than others.

"Peter! Over there!" Twilight pointed to an injured Neighsay. They quickly rushed over to him, taking note of his injuries, some scratches around his body, he was bleeding too, not too badly though. "Chancellor Neighsay!"

The Chancellor looked up at the ponies, "Princess Twilight?"

"What happened? Who did this to you?" Twilight asked.

"A pony...with an unusual helmet," Neighsay said. "It was so weird...he lifted us all up, but it wasn't even magic, it was something else."

Wanda's eyes widened, having an idea of what happened. Based on the reactions of Peter and Twilight, he knew they likely came to the same conclusion.

"Oh no...don't tell me," Peter knew this had to be Magneto. "No, why would he do something like this!?'

"Guess he was that mad about yesterday," Wanda said. "But I thought my father was past all this."

As Twilight continued looking over Neighsay, she noticed something peculiar, "Chancellor, where's your Magical Artifact?"

"He took it, he said something about The Crystal Heart," Neighsay said, coughing up some blood. "You must stop him, before he enacts his plan!"

"Dad..." Wanda said in disbelief. "You just couldn't change yourself, could you?"

"We have to go! Shining Armor, Cadance and Flurry Heart could be in danger!" Peter urged.

"What about Neighsay?" Twilight asked.

"I'll be fine," Neighsay said, trying to sit up. "You have a duty to protect Equestria, you must hurry before it's too late!"

"Twilight, what do we do?" Wanda asked.

"We..." Twilight didn't want to leave him, he was pretty hurt despite his claims. But if they didn't stop Magneto, there could be more like him.

"Princess, don't make any poor choices, you know what you have to do," Neighsay said. "Do not disappoint me."

Twilight sighed, "Wanda, go find some medical help for these ponies, Peter and I will go find your father."

"You got it," Wanda said. "And Twilight, don't hesitate for my sake to knock him down a peg or two, I've come to like this world, I don't want to see it come to ruins."

Twilight nodded and quickly rushed off with Peter, leaving Wanda behind with Neighsay. Of course the Chancellor didn't really find this situation too ideal. "So, that was your father? I do hope you're nothing like him."

"Oh shut your mouth you filthy rat," Wanda spat. "If I'm being honest, I couldn't care less if you live or not, especially after the stupid stuff you said yesterday. Honestly, if I want to, I could kill you myself, finish what my father started."

"...If you're going to kill me, then do it," Neighsay said. Despite his calm demeanor, he did feel quite intimidated, but he wasn't going to go out begging for his life.

"I could actually, no one's here to stop me," Wanda said, charging up her magic, "If you're dead, no one can oppose Twilight's school, and that's one less pony to judge others for being born the way they were." Wanda aimed her magic at Neighsay, "The world would be better off without some judgmental fool like you."

Neighsay braced for the impact, he knew it was over, but he would go out with his dignity. Time passed and nothing happened, the Chancellor opening his eyes and seeing that Wanda had powered down, "Well? Aren't you going to do it?"

Wanda turned away and started leaving, "I merely told you I could do it, that doesn't mean I will. I'm not going to become what you think I am, because in the end, that means you win, and I don't want you to win." Wanda turned back to Neighsay, "I don't like you, but at least I'll have the decency to be a better person, or rather better pony about this, especially for the sake of my friend Twilight Sparkle."

Wanda had left to find some medical assistance, leaving Neighsay to his thoughts. In a way, he felt quite ashamed to know that he had been at the mercy of a non-pony, even if she spared him it felt so terrifying. He will commend her for showing mercy, but he still had a lot to think about in regards to non-ponies in Equestria.

---

Time was running out, for in the Crystal Empire, Magneto had blasted away some nearby guards, including Flash Sentry and used his powers to bring the Crystal Heart to him.

"This power is now mine," Magneto said, allowing the magic to flow through him. "And soon, I shall have my Utopia, the dreams of Mutant Kind will soon become a reality, and I shall be the one who guides their way into a land of promise!"

Magneto's evil laugh filled the air of The Crystal Empire, as the inhabitants prepared for battle, along with the heroes who would come to stop him.

The Power of Magnetism

With potential destruction looming about, Peter and Twilight had to be quick to make it to The Crystal Empire, but not without assistance of course.

Twilight had gathered a group of allies around Ponyville, her fellow Elements, their husbands, Ant Man and most importantly, The Brotherhood. All of them were gathered in front of the library, and in their hero gear, all a bit confused by what was happening.

"Twilight, is something up, why'd you gather us all?" Bobby asked.

"Is this about your school?" Rarity asked. "Have you come to tell us that you've gotten it back open!?"

"No, I'm afraid not," Twilight said.

"Neighsay still won't budge huh? Well we still got plenty of options to try out," Johnny said. "If all else fails, just send Logan after him."

"I ain't a mercenary," Logan said.

"I am!" Deadpool quipped.

"Please listen, Equestria could find itself in danger yet again," Twilight said, this catching everyone's attention once again.

"Is it another villain?" Logan asked.

"That would explain why we need to be in our gear," Bobby commented.

"Something like that," Twilight said. "When Peter, Wanda and I went to the EEA, it looked like it had been under attack. Ponies were scattered everywhere, thankfully no casualties. When we found Neighsay, well he had it worse, I mean he's alive as well but was pretty badly hurt."

"He's not gonna try to pin this on us is he?" Johnny asked.

"We already have a culprit, according to Neighsay he was attacked by Magneto," Twilight explained.

"My father!?" Pietro shouted. "How can you be so sure?"

"Neighsay said he was attacked by a pony with a helmet that possessed a levitation ability nothing like a Unicorn's magic," Twilight explained. "I'm sorry Pietro, I know this might be difficult for you to hear but it does sound like Magneto might be behind this."

"I...can't even say I'm surprised, maybe a little, I thought dad finally wanted to move on from this little conquest of his," Pietro said, trying to make sense of all this.

"None of you knew about this?" Bobby asked.

"No, what makes you say that?" Pietro asked.

"Well you all did leave rather abruptly with him after the stuff Neighsay said," Scott pointed out.

"Of course, no one wanted to be around the school after that, things got really tense," Pietro explained.

"Wanda was just as surprised when we got there, so it is likely Magneto acted on his own," Twilight said. "According to Chancellor Neighsay, he's on his way to The Crystal Empire, or rather he should already be there given that he's taken Neighsay's Transportation Artifact, which is what he uses to get around Equestria."

"The Crystal Empire is really popular among villains it seems like," Bobby said.

"It is home of The Crystal Heart, which can channel a lot of power, so it's on all of us to go and save my brother and his Kingdom," Twilight said.

"We should hurry then, if Magneto has instant teleportation then he's probably already there," Logan said. "Hopefully yer brother put up a fight."

"Alright, my fellow Elements and all Ponyville heroes gather around," Twilight said. "Pietro, wait for your sister to get back and tell her I went to the Crystal Empire."

"Wait, we're not going?" Avalanche asked.

"Of course not, it could be dangerous," Twilight said. "All of you stay here."

"Well that's a bust," Avalanche said. "Kind of wanted to go."

"Pinkie, you should stay her as well, you're very pregnant after all," Twilight said. "After our encounter with Loki, it's better safe than sorry."

"Aw, but I wanted to cheer from the sidelines at least!" Pinkie said

"Sorry Pinkie, but I'm with Twilight on this Pinkie, you're carrying our twins, I can't let you get hurt," Deadpool said.

"I'll stay behind with her so she has company," Rarity said. "If you don't mind that is."

"That's fine with me," Twilight said

"But wait, aren't you and Applejack pregnant?" Pinkie asked.

"We'll be able to take care of ourselves better," Twilight said, then poofed on her Amethyst Sorceress suit. "Plus this will protect me from blows that could hurt my baby."

"What about Applejack?" Remy asked.

Twilight poofed on a suit for the mare, it was an X-Men suit enchanted with magic. "A little something I had whipped up, if we're gonna go on adventures with our husbands, we should at least have suits to match, me and Rainbow Dash shouldn't be the only ones."

"Looking good mon cherrie," Remy complimented.

"Aw, thanks," Applejack said.

"I have one for Rarity and Pinkie Pie, but I'll give them theirs later," Twilight said.

"Wait, if your suit can protect you, what about me?" Pinkie Pie asked.

"It's not just protecting your baby, it's also the fact that since you're bigger it might slow you down and make you a liability, there's only so much the suit can do to protect you three," Twilight said.

"I guess you're right, I do need to watch out for my little twins," Pinkie said, rubbing her belly. "Just be careful out there."

"We will, as for Fluttershy," Twilight then poofed an X-Men suit for her friend. "That should do it."

"Good, we're all geared up?" Peter asked.

"Sure are," Johnny said.

"Everypony else, hang on tight!" In a flash, Twilight teleported herself and her friends all the way to the Crystal Empire, leaving Rarity, Pinkie Pie and The Brotherhood back in Ponyville.

"Let's get you home for now Pinkie," Rarity said, the turned to the Brotherhood. "Will you be alright on your own?"

"We'll be fine Rarity," Pyro said.

"Yeah, focus on Pinkie Pie for now," Boom said. "Girl needs to get off her hooves."

"So now what?" Pyro asked. "What do we do now?"

"We start by waiting for my sister like Twilight asked," Pietro said. "Then we get more answers, I want to know what my old man was thinking when he did this."

"Can you blame him? After what that pony said yesterday of course he's ticked, I'd be ticked too," Avalanche. "Honestly, I am ticked, this scumbag basically started treating us like the humans back home, maybe he deserved what happened to him."

"Kind of agree with Dom here, that Neighsay guy really lived up to his name, he seems to hate the idea of diversity," Boom said.

"What I don't get though is why my pops is going after an Empire, getting revenge is one thing but it seems like all of a sudden he wants to go back into conquest," Pietro said. "Something's not adding up."

"We'll have plenty of time to figure that out," Toad said. "For now we should also let their other friends know about this turn of events."

"Right, you all do that, I'm gonna wait for Wanda," Pietro said. The Brotherhood scattered about as Pietro waited near the entry to Ponyville. "Hopefully you have more answers for us sis."

---

At the Crystal Empire, Twilight had arrived with her friends, though the teleporting did take a bit out of her. "This is why the train is easier, leaves me less dizzy."

"Too bad we didn't have time to take a train," Johnny said, then saw some soldiers fly overhead. "Looks like Magneto's already at work."

"My brother," Twilight said, looking toward the castle. "Somepony check on my brother."

"I'm on it!" Rainbow Dash said, flying to the castle.

"Wait up Dash!" Johnny called out, flying after his wife.

The two arrived near the castle and already saw some of the damage that Magneto had caused, many of the guards scattered about, including an injured Flash Sentry.

"Magneto's been busy," Rainbow Dash said.

"I have been indeed," Magneto was heard saying. The two immediately turned around and found themselves grabbed by his magnetic powers, unable to move out of his grasp. "Good day to you both."

"Magneto!?" Johnny shouted, and was then tossed through a nearby house with Rainbow Dash.

"Do you intend to get in my way?" Magneto asked. "I'd rather not have to fight either one of you, so I would prefer if you stood down."

Johnny came out of the hole, looking rather annoyed, "If you didn't want to fight you wouldn't be doing this, you know our style bro, you cause trouble, we stop you."

"My quarrel is not with you, rather those who loo down upon others," Magneto said. "Fortunately I won't have much purging to do in this world before I move on to Earth, my Earth to be precise."

Rainbow Dash had also stepped out of the hole, dusting herself off. "What are you even getting at!? Was this your plan all along!?"

"In a way," Magneto said floating over to them. "I always intended to use this power to finish what I started back on Earth, I will admit I did start getting comfortable here, a calmer world with a few minor mishaps. Then the failed treaty with The Changelings occurred, ponies being reluctant to share Equestria with another species did leave a sour taste in my mouth, but I did not think much after a while given the Queen's hostile nature, I chalked it up to a misunderstanding and allowed Spider-Man and Twilight Sparkle to handle things from there. Then that pony showed up, Chancellor Neighsay. Not once did I imagine Equestria could be home to such a hostile pony who thought so little of those outside their own kind, it just reminded me that that type of mindset would always exist, so I sought to snip out that problem before going back to my original mission."

"What about your Brotherhood?" Rainbow Dash asked. "More importantly, what about your kids? Wanda and Pietro? Are you gonna drag them into this?"

"Of course not, they are quite happy where they are, and I would rather not they get involved in this mess, well at least not in Equestria where they thrive for a second chance," Magneto explained. "But Earth might be a different story, I'll have to get back to them on that one."

"We can't let you do this," Johnny said, powering up. "Regardless of your reason, you're being a crook, and I'm gonna have to stop you!"

Johnny flew to attack but Magneto had easily dodged and blasted Johnny with a Magnetic force to the side of the castle. "So headstrong, very little thought put into his efforts."

"Hey! Don't you attack my husband" Rainbow Dash flew over to attack but Magneto had grabbed her with his powers.

"I really would not want to hurt a lady, especially one who put so much effort into helping my son, so I'll give you another chance to stand down," Magneto said.

"Not a chance!" Rainbow Dash shouted. "Maybe you think you're doing the right thing, but attacking other ponies just because one got on your nerves is just cruel!"

"If you only knew the turmoil my world has gone through," Magneto said. "I just wish to make sure it doesn't infect this world like it has done mine."

"There are better ways to go about it!" Rainbow Dash insisted. "Try a more peaceful solution."

"You sound just like a friend of mine, just as naïve too," Magneto said, then tossed Rainbow Dash aside. "I've seen far too much negativity to believe that peaceful solutions amount to anything."

"They can!" Twilight said, flying over.

"Princess, surely you wouldn't oppose me, I would think after yesterday's unfortunate events you would understand my motives," Magneto said.

"I don't condone violence, and while what happened yesterday was unfortunate that does not justify what you did at the EEA, nor does it justify you coming into my brother's Empire and attempting to reduce it to ashes!" Twilight said.

"I just wanted the Crystal Heart," Magneto said, revealing the item from under his cape. "It's power does well for me. As for your brother, I merely incapacitated him, I did not bring him any unneeded harm, same with his wife and his child."

"You still invaded, I can't ignore this, now if you return The Crystal Heart and cease what you're doing, I'll convince Princess Celestia to go easy on you, but if you continue to attack, then you will leave me with no choice but to take action," Twilight warned. "I'd rather not do battle with the father of one of my students, but I will attack if you leave me with no choice!"

"I am truly sorry Princess Twilight," Magneto said, his eyes glowing from the magic he was taking in. "But I cannot stop when I've finally obtained the tools to a perfect Utopia."

"Then you leave me no CHOICE!" Twilight punctuated the last remark with a magic blast, but Magneto had quickly put up a magnetic shield and knocked Twilight back.

"Now, if everyone is done-" Magneto was suddenly thwipped by some webbing and tossed through a nearby house.

"Note to self, apologize to owners," Peter said. "Eh, by this point they're probably tired of the apologies."

Magneto had used his power to destroy the entire second floor, "Spider-Man..."

"Was that really necessary!?" Peter asked. Magneto then grabbed Peter and slammed him against several homes and blasted him toward the side of the Crystal Castle.

"This is going to be a nuisance," Magneto commented, then quickly put up a force field to block some incoming exploding cards. "It's been a while since we've done battle Gambit."

Remy had rushed in with his staff in hoof, "Hope you haven't forgotten what I'm capable off!" He brought out some more cards as he began charging them, "But I don't mind giving a refresher!"

Remy had thrown the cards, prompting Magneto to block, but Remy had anticipated that, mainly using the cars as a distraction as he ran past the magnetic villain, ready to whack him with his staff.

Magneto had seen that coming however and grabbed Remy with his powers before his staff struck and tossed Remy into a nearby wall. He was about to attack some more but he felt a lasso around his hoof.

The evil mutant turned to see Applejack as she attempted to pull him away but he grabbed her with his powers and flung her right into her husband, the two knocked through the home with a gaping hole on the side.

"Yo Magnet Head!" Bobby called from a distance, getting the villain's attention as he prepared some ice. "Time for you to chill!"

Bobby sent an ice beam but Magneto flew up and blasted Bobby back. Deadpool attempted a sneak attack with his swords but he was also flung away rather easily.

Logan also tried his attempt at taking down Magneto, "It's over Eric!" Logan got in close but Magneto grabbed him out of mid-air.

"How foolish for a being of metal bones to approach me," Magneto said, then blasted Wolverine back toward Fluttershy, knocking them over like bowling pins. "Be grateful I didn't pull your adamantium skeleton out of your body, but I will if you try anything that foolish again!"

"He's really strong," Fluttershy observed, rubbing her aches.

"I've known that fer years," Logan commented.

"These fools are as bothersome as flies," Magneto commented, then felt a punch to his sides, knocking him across the air. He looked around but didn't spot anyone nearby. "Who could have...?"

"Like flies huh? How about a flying ant!" Scott said, flying in in his tiny form as he dual punched Magneto to the stomach, sending him flying back. "Not so tough now huh!? Let's see you match against an opponent you can't see!"

Scott flew in again but suddenly felt himself unable to move. Magneto had concentrated enough to grab everything in a nearby radius into a magnetic stasis. He then slammed down, sending everything plummeting to the ground, Scott included.

He then felt a blast to his back and turned to see Shining Armor, "Back on your feet?"

"Return the Crystal Heart you traitor!" Shining Armor zapped at Magneto again, the villain putting up a barrier to protect himself as he floated down to the Prince.

"A wise man, or pony, should know when they're outmatched," Magneto effortlessly knocked Shining Armor back. "Would anyone else like to make a futile attempt to stop me?"

Soon all the heroes were gathered around Magneto, the Elements, the Marvel Heroes, even Cadance had shown up, looking ready for a fight.

"Cadance?" Shining Armor asked, struggling to stand. "Where's Flurry?"

"She's with Sunburst, as the Princess of this Empire it is only fitting that I step in to fight," Cadance said. "What a shame Eric, you could have been friends with us, why would you throw all that away?"

"That was not my intention, I merely wanted the Crystal Heart, but you all put up more resistance than necessary," Magneto said, powering up again. "I will not let any of you stand in my way!"

Magneto started levitating all the buildings around him, blasted them into chunks and sent them flying at the heroes, all of them doing their best to dodge or block it, but it did overwhelm them, all of them took some heavy blows.

Twilight got knocked a few blocks down, Peter right beside her, "He's a lot stronger than I feared."

"Magneto's always been strong, he's one of the most powerful Mutants on Earth," Peter said. "With that Crystal Heart powering him up, there's no telling what damage he can pull off, we have to make sure he doesn't make his way to Earth."

"Let's get a move on then," Twilight said, powering up her magic, the two rushing in to do battle.

---

Back in Ponyville, Wanda had finally made her way back, making her way through town, taking note of the big gathering near the center. "That's curious."

At the center of town, The Brotherhood were explaining things to Trixie, Cozy Glow, Starlight, Lighting Dust, Laura, Big Macintosh and The Cutie Mark Crusaders.

"I don't know what my father's up to, I just know that Twilight and her friends went to stop him," Pietro said.

"So your dad's turning bad now?" Scootaloo asked. "All because of what that one pony said yesterday?"

"Seems like an overreaction," Trixie pointed out.

"Well it could be a misunderstanding," Starlight theorized.

"Maybe it's..." Laura spotted Wanda. "Hey your sister's here, she can tell us more."

"Wanda! Over here girl!" Boom called, Wanda making her way over. "Everything alright back at that academic place."

"Well they're alive, I made sure they had medical attention, including the rat that shut down Twilight's school," Wanda explained. "It was definitely my father's handy work, Neighsay himself confirmed it."

"So that's it, the boss is acting on his own huh?" Avalanche asked. "All those months of us going through those Friendship Lessons just for him to enact some evil plan!?"

"Starting to think those might have been a waste of time," Pyro said.

"Hey! My sister put a lot of effort to teach you about Friendship! Don't call it a waste!" Sweetie Belle warned.

"Not like it matters," Boom said. "If Magneto did get that Crystal Heart thing, then the world's doomed, but even if by miracle Spider-Man, Pinkie Pie and their friends stopped him, I doubt it'll look good for us, we'd be hated just for being associated with that guy."

"Hey don't think like that," Apple Bloom said. "Just because he turned bad doesn't mean y'all are gonna be hated."

"Unless they were secretly in on it," Cozy Glow pointed out, receiving a glare from the Brotherhood. "Just a theory."

"We had nothing to do with this," Wanda said. "Dad just told us about Equestria and told us to go there for a second chance, that's why we ended up being part of these Friendship Lessons while he stuck around in Canterlot, usually reading a bunch of old books."

"Old books huh?" Starlight said. "What were they about exactly?"

"Uh, stuff about magic in Equestria," Wanda said. "I figured he was trying to figure out how to use his Unicorn powers."

"Plus stuff about magical artifacts, I've heard him express interest i them ad how they work, compared to the stuff we have back home," Pietro said.

"You have magic artifacts on Earth?" Lighting Dust asked. "I thought magic was pretty much nonexistent there?"

"Magic is just rare on Earth, but it does possess it's own magical powers," Wanda said. "Doctor Strange and his fellow sorcerers keep watch over them, but there are some that even they don't have."

"Like The Mandarin's rings," Pietro said. "And the Infinity Stones."

"Infinity Stones?" Trixie said, remembering something from the past. "I remember that Peter had interacted with them, that he stopped the Mad Titan Thanos and saved all of reality."

"Really, I don't remember that," Pietro said.

"Me neither," Laura added.

"Doctor Strange does occasionally posses one of the Stones," Wanda said. "But most of them are spread out across the Galaxy."

"This is all fascinating, but I think we're getting a bit off topic here," Boom said.

"Maybe not," Cozy Glow said. "I mean, if he goes back to Earth with all that magic, what's to stop him from taking these Stones for himself?"

"...Shit, she's got a point," Pietro said.

"Hey! Bad language makes for bad feelings mister!" Cozy Glow warned.

Pietro rolled his eyes, "Point is that if he's suddenly interested in these magical artifacts then he might be cray enough to want all the ones on Earth!"

"Not just ours either, he might go after Capcom's," Boom said.

"Right, the boss was interested in that virus that Wesker guy had," Avalanche said. "What's to stop him from going back for it?"

"Let's try to stop him from reaching our world's power before we worry about him seeing power from other worlds," Starlight said.

"might be difficult, h already has Neighsay's Teleporting thing, he can go pretty much anywhere in the world," Wanda said. "If he's already figured out the locations of the other artifacts, then they'll be easy access for him!"

"Well then let's go after him!" Laura shouted, leaping onto Lightning Dust's back. "To the Crystal Empire!"

"Uh, Laura, last time we went there we got there too late, after miles of flying through frozen tundra," Lightning Dust said.

"She's got a point, plus by the time you get there he would have probably already teleported away," Trixie said.

"Well how do we stop him then?" Laura asked.

"We probably can't, our best hope is to leave it up to Peter and Twilight," Trixie said. "Same with Scott and the others."

"Maybe you can teleport us there," Scootaloo suggested.

"First off you can't go, or did you forget about your encounter with that Annihilus brute?" Trixie asked.

"That was forever ago, I'm all healed up," Scootaloo said. "Plus I'm stronger."

"But weren't your aunts worried sick, I heard your parents found out and were pretty furious," Trixie said.

"Wait, she has parents? I thought she was an orphan?" Laura asked.

Scootaloo groaned in annoyance, "Why does everypony keep saying that!? My parents just work really far away!"

"Eve I knew that, and I've bee here lesser than you X-23," Pietro said.

"Hey I don't keep up with everyone's daily lives," Laura said. "But I do agree that she can't come, she'll slow us down."

"Hey!" Scootaloo shouted.

"None of us are going anyway!" Trixie shouted. 'The only way to get there is through teleporting ourselves, which we cannot do."

"But aren't you a Unicorn?" Laura asked, the turned to Starlight. "Hell we have two naturally born Unicorns."

"Uh, you mean three," Sweetie Belle said.

"Well you're smaller and weaker, plus you're not going anyway," Laura said.

"I'm not small! I'm practically seventeen!" Sweetie Belle shouted.

"Wait, you're older than me?" Cozy Glow asked.

Sweetie Belle shook her head and continued her statement, "Peter was already a hero at fifteen! I have a head start!"

"Yeah you probably shouldn't be talking Laura" Boom said. "You've bee doing stuff like this since you were practically Mayday's age."

"I was successfully cloned from Wolverine, a mutant with sharp claws and healing abilities, Peter was bitten by a spider and became ridiculously strong, Sweetie Belle is just an average Unicorn with no special abilities, she's not coming anyway."

"Hey I have talent, remember my future self is a rebel leader," Sweetie Belle reminded.

Lauran turned away as she began to mutter, "Who sleeps with married men and has their babies."

"Did you say something?" Sweetie Belle asked.

"I said you're not coming," Laura said.

"She's right, you girls should head home," Big Macintosh said. "Sweetie Belle, that future hasn't happened yet and with any luck it won't. Scootaloo, you got hurt really badly and your aunts don't want you getting hurt again. Apple Bloom, you know all to well that ah won't let you go out there."

"Ugh, this sucks!" Scootaloo said. "Alright girls, new plan, we go train and be badass fighters! Fighters like...like..."

"Peter?" Apple Bloom asked.

"Peter's good, but I was thinking more Ryu," Scootaloo said.

"And I want to be like future me!" Sweetie Belle said.

"Yeah, yeah, go be badass somewhere else," Laura said, shooing them off.

"Let's go train girls!" Scootaloo said, her friends agreeing and following after her.

"Go with them Cozy Glow," Trixie said. "We can't bring you either."

"Sure thing!" Cozy said, trotting off with Big Macintosh following after them.

"I'll go keep an eye on them, you do what you must," Big Macintosh said, leaving with the girls.

"I really thought they would outgrow their eccentric behavior by now," Trixie said. "But Peter was just as immature at nineteen so I don't have a lot of faith."

"Back to the topic at hand here," Laura said "Trixie, Starlight, think you could work together and teleport us to the Crystal Empire?"

"That might be a lot of work," Starlight said.

"But Starlight, Twilight has stated you are very powerful for being only a Unicorn," Wanda said. "You are at a similar power to when she first became a Alicorn."

"I do recall Twilight being pretty strong even before becoming an Alicorn too," Trixie said.

"Yeah but I don't know if I could do this, even with help," Starlight said.

"Gotta at least try, the world's at stake here," Wanda said.

"Yes, I will try if you do Starlight," Trixie insisted.

"...Alright, I'll give it a go," Starlight said, preparing her magic, ready to make the effort.

---

Back in The Crystal Empire, the battle against Magneto continued on, though the efforts proved mostly futile. Johnny and Bobby blasted fire ad ice at Magneto, but he blocked it with his powers. Remy rushed in to attack with his staff but he was blasted back. Applejack tried to restrain him with her lasso but he powered out. Fluttershy even tried sending some birds to distract Magneto long enough for Peter to web him. She regretted it immediately when Magneto sent each of the birds flying with a magic blast and the blasted Peter through a house.

"There's no stopping this guy!" Scott shouted.

"We have to keep trying!" Twilight said as she and Cadance flew high and sent a magic blast down at Magneto. He was still too powerful and blocked the attack, sending his magnetic force upwards and ramming into the two mares.

Scott shrunk flew in to punch Magneto again but he was blocked by various debris. "This is getting us nowhere!"

Magneto spotted Scott ad whacked him to the floor, leaving him in pain. "I grow tired of this, I have worlds to correct, I can't waste time here."

Magneto used the teleporting amulet to create some random portals, then used his powers to throw may of the ponies through them. First through was Deadpool, who were sent to a village not too far away.

"Ow, that scumbag!" Deadpool commented.

"Friend Deadpool?" She heard. It was the voice of Prince Rutheford, who was in the company of many yaks, including Yona.

"Huh? Did I end up in that Yakyakistan place?" Deadpool asked.

"You look confused, tell yaks what happened!" Yona said.

"Very much, but there's gonna be some trouble," Deadpool began.

Next was the duo of Remy and Applejack landing near a beach of an unknown area. Applejack looked around in confusion, "Uh, where are we?"

"No way! Professor Applejack!" the two turned to see Silverstream. "And you brought Mr. Gambit too! What brings you to Mount Aris?"

"Uh...what in tarnation just happened Remy?" Applejack asked.

"Beats me," Remy replied.

Then with the duo of Fluttershy and Logan, they had landed in an unknown forest area. Logan was quick to check on his wife, "You alright darling?"

"I'm fine, but where are we?" Fluttershy asked, looking around. "This place doesn't look familiar."

"You're at the Changeling Hive," they heard a familiar yet shy voice state. The two turned to see Ocellus. "Hello."

"Ocellus?" Logan asked. "Wait, Changeling Hive? Magneto sent us here?"

"Magneto?" Ocellus asked. "I don't know what's happening, but maybe I should bring you to King Thorax, he might be able to explain."

"Sounds good to us, let's get going dear," Logan said, Fluttershy following right after him.

With Johnny and Rainbow Dash, the two had landed in a village very familiar to the Pegasus mare. "Uh, how did we end up in Griffonstone?"

"Magneto must have sent us here with that weird amulet of his," Johnny said. "We gotta get back to the Crystal Empire."

"Uh, this is a surprise," the two turned to see Gilda with other Griffons beside her, including Greta and Gallus. "You two dropped in rather strangely, what's this about Magneto and The Crystal Empire?"

Lastly with Bobby, the ice mutant ended up in the fiery mountains of the Dragon Lands, where they had been spotted by Garble and his friends.

"What are you doing here pony? This is our turf!" Garble taunted.

"Shove off pal, I didn't come here on purpose," Bobby said.

"Wanna be tough huh?" Garble asked, cracking his knuckles. "Let's see just how tough you are when-"

"Garble!" Ember called out, making her way over with Smolder, Spike and Janet right beside her. "What's going on?"

"We're being invaded, that's what!" Garble said.

"That's a load of crap dude!" Bobby said. "I'm only one person, er I mean pony."

Ember made her way over to Bobby, looking rather curious, "Didn't expect to see you here, if you're asking us to go back then the answer is 'no'."

"Actually I'm here on accident," Bobby said. "Magneto sent us through some portal."

"Magneto?" Janet asked, making her way over. "Bobby, tell me everything that happened!"

Back in The Crystal Empire, Magneto was looming over the four ponies that still remained. He opened up one more portal, "I do hope you choose to stay out of my way until I finish my work, it won't be long before I go to Earth, that is where most of my power is needed."

"I can't let you," Twilight said. "This is the wrong way to go about this Magneto!"

"There is no other way," Magneto said, using his magic to lift Twilight, Peter, Scott and Cadance, "Now then, allow me to-"

"Magneto!" Shining Armor shouted, tackling Magneto through the portal, bringing the four ponies with him.

The six had landed through in a new location, Peter quickly taking a look around, "We're back in Ponyville!?"

"Ponyville!?" Twilight asked, looking to see Magneto standing up. "We have to get Magneto out of town!"

"The portal's still open," Scott said. "Maybe we can-"

Too late, the portal back to The Crystal Empire had closed, what's worse is that Magneto was back on his hooves, the Crystal Heart still in possession, and he looked quite furious.

"You are becoming quite bothersome," Magneto said, levitating back into the sky. It was at this point that The Crusaders, joined by Big Macintosh and Cozy Glow had been passing through, the three girls still discussing their plans.

"So first thing I suggest is lots of jogging, get our leg muscles strengthened," Scootaloo said. "I know Apple Bloom already has a head start on that with her Apple Bucking."

"Gonna be as strong as mah brother and sister," Apple Bloom said.

"Then next we gotta-" Scootaloo's planning was interrupted by a very surprised Sweetie Belle.

"What's that in the sky!?" Sweetie Belle pointed at Magneto, who was levitating and putting off a lot of power.

"Holy smokes!" Scootaloo shouted. "Is that...Magneto!?"

Big Macintosh stopped in his tracks, Cozy Glow right beside him, the filly looking up in fear, "Should we run?"

Magneto turned his attention to them, freaking them all out. Big Mac was pretty frightened, but what worried him more was the safety of the other girls, especially his little sister. "You girls run! I'll make sure he don't follow!"

"Wait we can't leave you here!" Apple Bloom shouted.

"Apple Bloom you do what ah tell you!" Big Macintosh warned. "Get going!"

Magneto floated over to them but Peter was quick to tackle him out the sky, "Hey! Leave them out of this!"

"Fool!" Magneto lifted Peter off and flung him away. "I merely want to make sure they themselves don't try anything foolish."

Shining Armor, Cadance and Scott rushed at Magneto but they got blasted through some buildings, the ruckus catching the attention of the others in the center of town, breaking the concentration of Starlight and Trixie.

"What's happening?" Wanda wondered,, going to where the commotion was, the others following after her.

Magneto was making his way back over to Twilight, the mare zapping him but Magneto had his barrier up and used his powers to grab Twilight and slam her against a few walls, knocking her through a house belonging to Derpy.

"Twilight!?" Derpy quickly checked on the mare. "Hey, are you alright?"

"Derpy..." Twilight sat up. "You need to run." She flew back out to engage with Magneto.

"Run? What's going on?" Derpy wondered.

Big Macintosh angrily stomped toward Magneto, "Where's mah sister!?"

"If my memory serves me correctly, your sister is the one with the cowboy hat, am I mistaken?" Magneto asked.

"Tell me where she is!" Big Macintosh shouted.

"I sent her away so she wouldn't be a bother, you should thank me for not killing her," Magneto said.

"You know, yer setting a bad example fer your group, including the young stallion mah sister took upon herself to teach Friendship to," Big Macintosh said.

"On the contrary, I am teaching them the most important lesson of all," Magneto said. "Never let others walk all over you."

Big Mac charged at Magneto, but he took one blast and was knocked for a loop. This did not go unnoticed by Apple Bloom, "No! Big brother!"

"Go home girls, it's not safe here," Magneto warned.

"You jerk! I ought to!" Apple Bloom stepped forward but Sweetie Belle blocked her path. "Out of mah way!"

"Apple Bloom, you can't fight him! You won't stand a chance!" Sweetie Belle said. "Let's just go home and let the heroes handle this!"

"I agree, he looks weally scary," Cozy Glow said.

"Not after what he did to mah big brother!" Apple Bloom said. "He probably hurt Applejack too! And Remy! He's even hurting Peter!"

"I know that but if we try to attack him we're gonna get hurt as well, our sisters won't like that, neither will our brothers, we gotta get going!" Sweetie Belle urged.

"I can help you along if you wish," Magneto said, making his way over to the girls. Suddenly he was rammed at the side. He looked over to see the young Pegasus colt Rumble.

"Good thing I came to town today, just in time to see the trouble you're causing," Rumble said.

Cozy Glow began blushing when he saw the boy, "Wow, he's cute..."

"Rumble!? What are you doing here!?" Apple Bloom asked.

"Heard about Twilight's school getting shut down, I wanted to come check on her, maybe cheer her up, then I heard all this commotion and now I see what's happening," Rumble said, focusing back on Magneto. "So you decided to betray us!? That's a shame, I bet it breaks your daughter's heart."

"I do this for my daughter you little miscreant," Magneto said. "Now run along, this is no place for children."

"I ain't going nowhere, prepare to feel my awesome wrath!" Rumble shouted, flying to attack again, but was caught by Magneto's magnetic force. "Hey what gives!?"

"Imbecile," Magneto said and flung Rumble away. "The audacity of youth, no different than a younger Bobby Drake."

"Dad!" Wanda shouted, making her way over with the rest of her group. "What are you doing!?"

"Good afternoon my daughter, don't mind me I just have a few errands to run," Magneto said.

"Errands? You mean like attacking that EEA guy and now coming to Ponyville and attacking here too!?" Wanda asked.

"What have you done to The Crystal Empire!?" Trixie demanded to know.

"It's still in tact, I actually hadn't planned to come here, minor mishap with this Teleporting Device, that and some interference from Prince Shining Armor," Magneto explained.

"Pops, what's this all about? I thought you were done with your conquest?" Pietro asked.

"Yeah, you sent us here for a second chance!" Wanda said. "This is a huge set back!"

"Wanda, Pietro, don't you see, this is a step forward," Magneto said. "For months I have been researching Equestria's magic, all the different artifacts, all there was to know of this world. It was all for one thing, to finally gain the power I need to liberate the mutants on Earth."

"Liberate the mutants?" Wanda asked.

"I was never going to abandon something I worked so hard at, I just needed a break and a chance to restart, that's when I discovered Equestria," Magneto said. "I learned of it's existence years prior from a meeting with Albert Wesker and his goons, but of course you remember that, even after I backed out of that fool's asinine plans he managed to rope you and your brother into his dirty work. I was intrigued by the magic however and planned to infiltrate at some point or another, but access to that world proved to be difficult, if not for the assistance of Discord, it never would have been possible."

"Where are you going with this?" Pietro asked.

"Simply put, I always planned to use this world's magic to liberate Earth, but I needed time to prepare, so I had you all take part of Twilight Sparkle's Friendship Lessons as a way to get us into this world's good graces, as otherwise the mistrust I have earned from the other heroes would have resulted in a failure for my plan," Magneto said.

"You never wanted us to learn Friendship?" Wanda asked.

"But of course, I genuinely hoped this world would be better for us, even after liberating Earth I had planned on letting you live the rest of your days here if you so desired while I continued my mission," Magneto said. "But then I saw just how bad Equestrians can be, no different than humans, so I decided to remove this world of it's bacteria before it became fully infected like ours, I am doing this all for a peaceful environment."

"If you wanted peace!" Peter's voice called as he leapt at Magneto. "Then you should have resolved this conflict non-violently!"

Magneto grabbed Peter and blasted him back, but Peter quickly webbed Magneto, pulling the mutant with him and flung him to the ground hard. Peter landed on a nearby roof, jumping at Magneto again, but a last minute shield knocked Peter back.

"You fool!" Magneto powered up again but then came Twilight blasting him through a building. It was at this point many of the ponies had decided to flee from Ponyville as more of them noticed the fighting. Very few stayed behind, including Sandbar, who had come to see the fight.

"Man, that guy's gone bad," Sandbar commented.

Rarity noticed the power from her home, she wanted to go check it out but she also promised to keep an eye on Pinkie Pie. "Please be safe Bobby!"

Magneto had flew back to Twilight and blasted her away, then knocked away an oncoming Peter. "I won't let you stop me!"

Lightning flew at Magneto with Laura on her back, both attempting to subdue him but Magneto teleported out the way and used his powers to grab Laura. "Just as foolish as Wolverine, perhaps I'll tear our your bones!"

"Laura!" Lightning flew and tackled Magneto, but she wasn't able to hold him down for long and knocked knocked back.

Trixie and Starlight went to lend their assistance, Trixie attacking first but was lifted up and slammed a few times before being flung off.

"How dare you!" Starlight sent out a magic beam that Magneto blocked, but the force did push him back a bit. After some struggles, Magneto had fully overpowered Starlight the more he tapped into the Crystal Heart and sent her flying back.

"Who else?" Magneto wondered.

"Over here!" Sunset shouted. He turned to see the mare joined by Cap, Stark, Hawkeye, T'Challa, Cyclops, Storm, Jean and Nightcrawler.

"Why am I not surprised?" Magneto said.

"I thought you would have changed Magneto, the Professor is going to be very disappointed in you," Cyclops said.

"If only he had the clout to see my vision," Magneto said. "Regardless, none of you have a chance to defeat me, you could barely do so on Earth, here I am much more powerful."

"Not gonna stop us from trying," Hawkeye said, firing his arrow, which Magneto blocked and was ready to attack, but this was the chance Cap took to rush in and flank Magneto, ramming his shield into the magnetic mutant.

"Clever," Magneto said, using his powers to blast Cap back. "But not enough!"

Cyclops rushed in with his lasers, trying to zap Magneto, which resulted in failure as Cyclops was knocked back. Nightcrawler teleported in, kicking Magneto and leaving him stunned long enough for Storm to send a gust of wind, knocking Magneto into the air.

The magnet user stopped himself long enough to generate some power but soon found himself blocking some lasers from Stark. Magneto used his powers to pull the suit off of Tony, leaving him defenseless.

Cap tossed his shield but Magneto caught it and sent it flying back at Cap, knocking the Avenger leader back again. Hawkeye flew overhead, sending some exploding arrows that were blocked by a barrier, then was slammed down hard.

T'Challa rushed over, trying to attack Magneto with various strikes, the older mutant proving to be agile enough to block or dodge most of them until the Wakandan King had got him with a surprise kick to his ribs and hit an uppercut to knock Magneto away.

"You fool!" Magneto grabbed T'Challa and slammed him into a nearby wall. Storm flew in to provide assistance for her husband, striking down at Magneto with her lightning but she had been knocked out of the skies.

Sunset attempted to zap Magneto but he teleported away and blasted her with his own magic, the lifted her up to slam her against a house.

"That's enough Magnus!" Jean shouted, restraining him with her psychic powers. "I won't let you cause any more harm!"

"Oh my dear sweet Jean, you always were in over your head," Magneto said, powering out and sending a piece of a roof at her, knocking her through a house.

"Jean!" Cyclops rushed over and blasted at Magneto again, Stark joining him with an ion beam still attached to his hoof, but Magneto's barrier proved too powerful.

"That's enough!" Magneto grabbed the two and sent them flying at Cap, then grabbed the three and sent them T'Challa. He continued this pattern until he got all of them together as he prepared one final attack. "MAGNETIC SHOCKWAVE!"

Using the power of the Heart he sent the Avengers and X-Men flying, all of them landing through a roof of a home. Wanda and the others couldn't believe this, Magneto's power had bee enough even for The Avengers and X-Men.

"He just wiped them all out," Avalanche said. "He really is much more powerful."

"Can't argue that mate," Pyro said.

"Is that all? Or will others come in a futile attempt to defeat me!?" Magneto shouted. "Anyone at all!?"

"I think he got everyone," Boom said.

"Not quite," Toad said, gesturing to an oncoming Peter, who was joined by Twilight, the two making their way back over to Magneto.

"Why do you put up such a futile effort?" Magneto asked.

"Because that's what a hero does," Peter said.

"And a Princess," Twilight added.

"Your attempts are wasted on this hopeless agenda," Magneto said, the blasted them both back without hesitation. "I have easily dispatched members of The Avengers and X-Men, do you really think you two can stop me?"

"You forgot one!" He heard. Turning around he took a kick to his face, knocking his helmet off. He turned to see a very familiar girl. "Magneto..."

"Chun-Li of the Capcom world?" Magneto asked. "This is quite the surprise."

"Well I am an honorary member of The X-Men, its only fitting I come to help put a stop their greatest enemy," Chun-Li said, getting into her fighting stance.

"Then by all means, come and stop me," Magneto taunted.

"With pleasure!" Chun-Li rushed in to attack, trying to land a kick on Magneto's head but he blocked it with some magical assistance and blasted her against a wall. He then levitated her, slammed her against that same wall and then flung her away, but not before blasting her out of the sky, knocking her through another nearby roof.

"This town's gonna need a lot of roof and wall repairs," Avalanche joked.

"What a waste of my time," Magneto said, then noticed Peter and Twilight making their way back over. "Again?"

"Yes, again," Peter said. "As long as we draw breath, we'll get back up to stop you."

"You will never get us to surrender," Twilight said, charging her magic. "We'll do everything we can to stop you!"

"Pity," Magneto said, blocking a blast from Twilight. "I hoped not to do this." He blocked a oncoming punch from Peter. "But you leave me no choice." He then lifted the two into the air, summoning metal to crush them both. "I'll squeeze the life out of you two then, strong as you are, even you two can't handle the forces of gravity!"

"Dad wait! Don't kill them!" Wanda begged.

"Stay out of this Wanda!" Magneto warned. "I have a mission to complete, I will not allow these two to ruin it!"

"But dad, this isn't right!" Wanda said. "How can you achieve peace if you kill the two who value it the most!? Peter is a selfless Superhero! Twilight cares about spreading Friendship! Killing them will just reduce all the good these worlds have to offer!"

"I gave them a chance, and they turned it away," Magneto said, squeezing the two hard. "They have only themselves to blame!"

"But dad, they're my friends!" Wanda tearfully exclaimed. "You can't do this to them!"

"Pietro, do me a favor and calm your sister for me," Magneto said.

"No," Pietro answered, to Magneto's surprise.

"I beg your pardon?" Magneto stated, sounding close to losing his patience.

"Wanda's right, we came here to learn Friendship, we have friends dad, ponies who care," Pietro said. "The Fantastic Four invited me to dinner! they treated me like part of the family, I got more from them than I did from you! I am not betraying that!"

"Neither am I! And the others feel the same way!" Wanda shouted, turning to the brotherhood. "Isn't that right!?" To her surprise, none of them answered right away, in fact they looked very much confused. "Hey, why aren't you answering?"

"I mean...I like Pinkie Pie and all but...do we really want to turn against Magneto?" Boom asked.

"Yeah, he's way too strong," Avalanche said.

"He's out of our league," Pyro added.

Toad had no immediate reply, just opting to turn away, much to Wanda's shame. She turned back to her father, piercing him with a glare, "Well I'm not with you, now I demand that you release my friends and leave this world."

"Is that any way to speak to your father?" Magneto asked. "Remember, who has been there for you your whole life? Who has looked out for you? Only wanted the best for you?"

"Is that a JOKE!?" Wanda shouted, blasting Magneto, causing him to free Peter and Twilight. "My whole life has been nothing but a nightmare because of you! Our family was practically nonexistent because you put your desire for mutant domination over us!" She blasted him again, then lifted him with her magic. "Peter and Twilight treated me more like family in a few months than you did in your whole life!" She sent him flying through a house. "That's why I'm done with you!"

"Whoa, sis..." Pietro said, taken back. "You really let him have it huh?"

"He deserved it," Wanda said. "Come on, let's go help-"

Suddenly a magnetic blast hit Wanda from behind, knocking her forward. Magneto had emerged from the house, looking rather furious, "Seems you need to be disciplined my daughter. I'll set you straight!"

"Back off!" Pietro rushed over and tackled Magneto. "I won't let you hurt my sister!"

Magneto gripped Pietro into a Gravity Squeeze, crushing the ribs in his body, "You are such a fool!"

"No! Pietro!" Boom started freaking out a lot, torn between her friend and her loyalty. "Gotta relax, what would Pinkie Pie say?"

"Does it matter, by the time Magneto's done Pinkie Pie might be dead," Pyro said. "Boss is in a bad mood, he might just up and destroy this entire town."

"He won't," Toad said. Without thinking he rushed in. "I'll save you Pietro!"

Magneto formed a metallic spear and flung it at Toad, piercing him through the chest, much to the surprise and dismay of his teammates.

"If you're smart, you'll stay put, unless you too wish to feel my wrath!" Magneto warned.

"Alright, that's it! I don't care if he's strong, he's gotta go down!" Boom shouted, tossing some fire balls at Magneto, blasting him back.

"Did you just..." Pyro shouted in surprise.

"If he could do that to his own kids, what keeps us safe?" Boom said. "Besides I've really grow to like those Cake Twins and I'd rather they not get hurt."

Magneto was furious, but before he could do anything, Avalanche rushed over and knocked his former leader away with some rocks.

"Boom, need some fire power," Pyro requested, to which Boom obliged, giving Pyro some fireballs and allowing him to toss them at Magneto, creating more explosions and some fire. Using that to his advantage, Pyro began to send the fire at Magneto, the mutant leader blocking his attempts.

Pietro rushed in and kicked Magneto aside, allowing Avalanche to catapult him into the air with some rocks and Wanda to teleport overhead and blast him down.

"Think we got him?" Pyro asked.

Magneto's eyes glowed bright white and levitated everyone and everything around him. "I will not be denied my dream! My destiny!"

Twilight slowly started to wake up from her gravity induced pain and realized her predicament. She was levitating off the ground with Peter and the Brotherhood. To make matters worse soon all the houses nearby began to levitate, along with some nearby ponies. "He's too powerful! How could..." Twilight noticed the Crystal Heart floating near Magneto. "I have to get that away from him!" She created a forcefield around herself and flew in toward the heart.

Magneto spotted her and focused some objects around her, trapping the Princess in a makeshift cage. "You foolish mare, I've come this far, I will not let you thwart me!"

Nearby Peter had latched on and pulled himself toward Twilight, "I got you hon!" He tried pulling her free but some pipes wrapped around Peter and pulled him back.

"I'm done with you Spider-Man," Magneto said. "Now you will-"

At this point Wanda had knocked the Crystal Heart away with one of her blasts, weakening Magneto's power. "You're not doing anything to them father!"

"No!" Magneto started to lose his grip. "I need that heart!"

"You need a heart alright!" Peter shouted, prying the pipe away, then rushing in to punch Magneto square across the jaw. "Maybe then you'll think twice before pulling anything like this!"

Magneto had dropped everything around him, all the buildings crushed ad the ponies hurt from the debris and the landing. Twilight had blasted away the rubble around her and quickly rushed to the Crystal Heart. "I have to get this back to the Crystal Empire as soon as possible before it's completely covered in snow!"

"No!" Magneto called out, crushing Twilight with his powers. "I will not lose my power!"

"Twilight!" Peter shouted, rushing to help her but he too found himself crushed and tossed right into Pietro, the latter taking a bad bump to his head.

Wanda quickly appeared before Magneto, channeling all of her magic. "I will not let you harm them!" She started levitating all of the debris around and and sent it flying at Magneto, knocking him through a nearby home, releasing Twilight and Peter from his grasp.

"Man, that guy does not quit!" Peter said. "Probably should have put more effort into that punch."

Twilight once again had the Crystal Heart, "I'll need to get this back where it belongs. But first thing's first, we need to apprehend Magneto before he recovers."

"I don't think he will," Avalanche pointed out, gesturing to a badly bruised Magneto. From what they could see, he had scrapes, and bruises all over his body, and some pipes piecing through his body.

Peter, Twilight and Wanda slowly started to approach the very injured pony, who had little life left within him. "So much for my hopes and dreams, to bring about a better world, and society."

"What you did Magneto, wasn't going to lead to peace," Twilight said. "All this destruction, it just sends a bad message. No peace should be worth all of that."

"You don't understand, I tried being civil, but it led nowhere, just pain and misery to all those around me, even those I called friends," Magneto said. "I had to take action in a different way, I had to make this work."

"Magneto, there's always going to be some bad, be it in this world or our home world, but you also have to remember there can be just as much good too, if not more" Peter said. "To brush all that aside just because of some hatred, that's just making you as bad."

"Maybe...you're right," Magneto said. "My anger has blinded me on occasion, it has cost me, but in a way, it was also the reason I had to continue. I was in deep, nothing I could have done could have helped me overcome my pain."

"You could have tried!" Wanda shouted in her tears. "You could have lived here peacefully, you could have put your agenda aside for once. What did all this do for you? For any of us? You wanted peace yet you destroyed half the town, might have killed Toad in the process."

"Toad!" Peter shouted, turning to the nearby mutant, who was being tended to by Boom, Pyro and Avalanche. "Oh no, he's bleeding a lot."

"Toad..." Magneto started to feel some remorse. "I...hadn't intended to." He then started coughing up some blood. "Well, I won't have much time to regret anyway."

"If I could keep you alive long enough to fully regret I would do so!" Wanda shouted.

"Wanda, that's enough," Twilight said. "I know you're mad but even now we must remain civil about this. Magneto doesn't have much time left, and as bad as he was, to continue treating him like this isn't going to make you any better."

"It's fine, she has a right to be angry," Magneto said. "I ruined everything, truth be told I had considered abandoning my conquest on occasion, it was my own inability to overcome my anger that led me to the mistakes I've made. All the fault falls squarely on my shoulders." Magneto turned his attention to the Princess. "Just promise me this, Twilight Sparkle, promise you'll make a better world for my children to live in, to fix the mistakes I made and make them into better people than me. I know I have no right to ask, but I hope you can find it in your heart to make sure they don't make my mistakes, that they help achieve peace the right way."

"Of course, me and my friends will watch over your children and your Brotherhood," Twilight said.

"Wanda, be a good girl for Twilight," Magneto pleaded. "Neither you nor your brother have to forgive me just yet, I have not earned that right, but I do hope the best for you."

Wanda turned away, still feeling angry, "I don't need you telling me that."

"I really do apologize for my reprehensible actions, and if you happen to see my good friend Charles Xavier, please tell him how sorry I am, and that I truly valued his Friendship over the years, if only I could have bettered myself," Magneto said.

Twilight wiped a tear from her eyes, in spite of everything, she couldn't help but feel pity, "He would be happy to know that, Mag...Eric."

"Thank you dear," Magneto said, with a smile on his face as he slowly slipped away into his eternal rest.

Twilight and Wanda just stood together, mixed emotions over what had transpired. It wasn't long before they were joined by a recovered Pietro, who like Wanda, wasn't sure what to make of this.

Ponyville was safe, at least what was left of it. But the consequences would be sure to last, Magneto's betrayal would need to be addressed sooner or later. They could only hope that this wasn't the final straw for Celestia in regards to who resides in this world. Only time would tell.

Author's Notes:

Next chapter is the final one for this story. The time has finally come.

A New Era Dawns

To say that Ponyville needed to be cleaned up was a massive understatement. Most of the homes had been completely destroyed by Magneto's power.

Twilight looked around, observing the damage caused by the Brotherhood leader. This is one of of the worst that Ponyville has taken in the years she's lived in this town. Peter was not kidding when he spoke of Magneto's power, even the other villains hadn't done this much damage.

Mysterio and Annihilus caused some damage, but nothing that couldn't be repaired within a week. Vega, Shocker and Lightning Dust also caused some damage, but it was mostly just a few homes destroyed with more injuries to the ponies than anything.

This however, entire blocks of houses were wrecked, thankfully most of the ponies escaped town before things got too bad, a few didn't however and were in the hospital with injuries, hopefully nothing to major.

Toad of course had the worse, having been impaled by a spear that Magneto created. It was unknown if he would survive or not, but at the moment the rest of The Brotherhood were with him, as were Laura and Lightning Dust.

Twilight looked through town and saw that part of her house was destroyed, thankfully Mayday and Hope were with The Cake Family, who had fled town when things got bad. Aunt May however was home at the time but her injuries were thankfully minor, she would need a cast for her wing however.

She took note that her school was mostly undamaged as well, feeling some relief. Even if it was currently closed, she still maintained hope that it would open again soon, so the less repairs it needed, then the better, though given the fact that the town was in such terrible shape, she still had major doubts about the school's future.

"Uh, Professor Twilight?" Sandbar said, getting the mare's attention.

"Oh, Sandbar, this is a surprise," Twilight stated.

"I just came to see if the school was still standing," Sandbar said. "Man, just yesterday it seemed like that school closing was bad but today with that one pony destroying everything..."

"Life can be unpredictable," Twilight said.

"Um, just so you know, I'm really sorry for cutting class yesterday, I didn't know it would get the school shut down," Sandbar said.

"While it is wrong to cut class, it wasn't major reason the school got shut down," Twilight said. "Had it been you and a few other ponies then the worst Chancellor Neighsay would have done lprobably be a warning, his issue was the fact that some of the students and staff were non-ponies or just non-Equestrian."

"I don't see why that should be a big deal," Sandbar said. "I really liked hanging out with Yona, Ocellus, Sandbar, Silverstream and Smolder."

"It shouldn't be, but some ponies are just...well, let's say they're just ignorant," Twilight said. "But I am happy that you made friends, that is the whole point of the school."

"What happens now though?" Sandbar asked. "With all this destruction, opening up the school again would be the least of everypony's worries. What if ponies don't want to live in this town anymore? I mean I think my parents would stay, they have faith in you and your husband to keep us safe but I've heard talk from ponies before."

"Talk?" Twilight asked.

"A few months ago, after that pony with the glass bowl on his head came to town with that freaky monster, I heard talk from some of the ponies saying that they're not finding this town safe," Sandbar said. "I heard some ponies moved when that freaky claw guy came with his exploding friend and tore everything up, this is like the fourth time the town was put in danger from Earth villains, ponies are afraid more of them are gonna cause trouble."

That statement spoke volumes to Twilight, ponies living in fear of Earth, both Marvel and Capcom, not to mention the recently opened portal to Square. The irony of Magneto's actions, those that began when the enraged Brotherhood Leader heard the hateful words of Neighsay, and his mistrust of Earth, now thanks to Magneto more ponies might think that way. Of course this should be without surprise, Magneto in his anger just indirectly proved Neighsay's point, which could make it harder for other ponies from Earth to live here.

Twilight just had to hope that the amount of heroes living in Equestria, incluing the ones that actively fought for their safety would be enough to calm their fears.

"Hey Twilight," Peter said, arriving through a portal, courtesy of Neighsay's artifact. "Man this thing's awesome."

"Oh Peter, were you able to return the Crystal Heart in time?" Twilight asked.

"Yeah, I mean the Kingdom did take in a lot of snow by the time I got there, but we were able to get the Crystal Heart back in place with no problems at all," Peter reassured.

"That's a relief," Twilight said. "Now all that's left is to find some way to fix Ponyville up."

"We can get some construction workers from Canterlot," Peter said. "I mean they've done a good job so far with each invasion."

"But this is the most damage Ponyvile's seen," Twilight said. "It's gonna take forever to fix up, many of the ponies are gonna be homeless."

"We'll figure something out," Peter said. "If anything we can send them to a temporary shelter, I mean some might even have relatives outside of town, or the Apples can take a few in."

"Yeah, those are great points," Twilight said. "I'm going back to check on Wanda, I imagine this whole ordeal was a great big toll on her."

"That's an understatement," Peter said as his wife trotted off. He took a good look around Ponyville, the place was terrible, almost as bad as the future he went to. Suddenly flashes of that timeline flew through his head, Peter quickly shaking it off. "It won't happen, that future won't happen, it..." Peter then remembered the Peace Treaty he had planned, how it was ruined by a group of rebels. "I can't let it happen."

Peter went to check on any other pony who might need help, which would be a lot given all the damage done to town.

---

In time the friends of Peter and Twilight had made their way back to Ponyville, being joined by the Yaks, Changelings, Dragons, Hippogriffs and Griffons.

"Holy crap, what happened here?" Deadpool asked.

"Wait, where's Rarity!?" Bobby shouted, quickly moving to find his wife.

"Speaking of wives, PINKIE!" Deadpool rushed into town to find Pinkie Pie, hoping that she was alright.

Logan was baffled by the damage done to Ponyville, all the destruction caused. He wasn't too surprised, he knows what Magneto is capable of, but to see it happen to Ponyville was a lot for him to take in. "Dammit Eric..."

"Oh wow, Magneto did this?" Thorax asked in disbelief.

"He didn't take what Neighsay said very well," Applejack explained. "Probably took it worse than y'all did."

"Yeah, it served as a reminder of how harsh others could be," Remy pointed out. "Still, for him to flip out like this over one pony?"

"I don't think even I would have done something like this," Ember said, looking around, seeing all the destroyed homes, many ponies either injured from the attack or lamenting their fallen homes. "Regardless of what Neighsay said, I wouldn't want these ponies to suffer like this."

"Yeah, I mean I don't think all of them feel the same way he did," Thorax said. "These ponies had nothing to do with what he said."

Rainbow Dash had took to the sky to get a bird's eye view of the town, and it really did look much worse. From what she's gathered, about eighty percent of the homes have been wrecked, the only ones fine are the ones closer to the Golden Oaks Library, which was still standing, aside from some minor damage. Fortunately the hospital was standing too, makes it easier to tend to the injured ponies. Other places like Fluttershy's cottage and her own house was fine, as was Sweet Apple Acres, well mostly.

Sugarcube Corner was a wreck, as was the Carousel Boutique. Rainbow Dash began to worry as she remembered that Rarity and Pinkie Pie had stayed behind. Not to mention she also thought about The Cake Twins, plus anypony else around.

She quickly flew back down to her friends and allies, "It's bad, Ponyville's been wrecked pretty badly, almost everything's been destroyed!"

"Did you see mah farm?" Applejack asked.

"It's fine, Magneto's power didn't reach too far, though one of your barns got destroyed by some debris," Rainbow Dash said.

"Mah barn?" Applejack asked, then began to worry. "Wait! Mah animals! Are they fine!?"

"We're missing the bigger question here," Remy said. "What about our friends and family?"

"Firefly's with my parents, no way the damage reached their house," Rainbow Dash confirmed. "Where's your son?"

"Oliver's back home," Remy said. "He wouldn't be in the barn though right?"

"I I don't think so," Applejack said, trying to think rationally. "He would be safe at home with Granny, mah brother and mah sister. Same with my nephew and his mom."

"Rainbow Dash, did you see my cottage?" Fluttershy asked.

"It's still standing," Rainbow Dash confirmed. "Your critters looked safe too."

"Thank goodness," Fluttershy said. "I should go check on them, same with Laura, Rina and Lightning Dust."

"They're actually at Ponyville Hospital," Scott said, flying over. "At least Laura and Lightning Dust are Toad got injured during the fight, Magneto tried killing him for defiance."

"Defiance?" Logan asked.

"During the fight, Magneto tried getting the Brotherhood to help him take over," Scott said. "Wanda and Pietro refused, then the rest of them did, starting with Toad, which resulted in Magneto trying to off him."

Fluttershy turned to the direction of the hospital, "I should go check on him too." She turned back to Scott, "Do you know where Rina is?"

"She's at Twilight's house with Trixie," Scott said. "And if you're worried about Rarity, Pinkie Pie or the Cakes, then don't, they're safe too. They're all at Sweet Apple Acres right now, once things started getting bad they got out of the way quick."

"That's a relief," Fluttershy said. "Um, what happened to Magneto, Peter and Twilight did stop him didn't they?"

"Actually, Wanda did...permanently," Scott confirmed.

"Permanently?" Remy asked, immediately getting the idea. "She killed him?"

"Pretty much, I mean I wasn't there for it but Twilight confirmed it with me right afterwards," Scott said. "Magneto was doing this weird attack which resulted in the town turning out like this, then Wanda unleashed her fury."

"So, first Mordo, now her father," Logan said. "Wanda certainly has some impressive latent abilities."

"So what happens now?" Thorax asked.

"Now, we rebuild," Scott said. "Not sure how long that will take though, my house got wrecked pretty badly too."

"Oh, do you need a place to stay?" Fluttershy asked.

"I'll figure it out, I mean if worst comes to worst, I can stay at my ex-wife's house, might be awkward but she'll put up with it," Scott said. "I mean, we're still on friendly terms at least, and I've somewhat gotten along with her new husband."

"That really a good idea?" Remy asked. "You ask around and you can find some nice pony folk who will take you in."

"We got room in mah...wait, might need to double check," Applejack said.

"In any case, we're sorry we weren't around to help," Fluttershy said. "We certainly didn't expect to be scattered across Equestria."

"It's fine, The Avengers came by, along with some of the X-Men, so they helped," Scott said. "Even Chun-Li from the Capcom world showed up, though Magneto plowed through them all."

"Oh no, did he hurt Professor Jubilee!?" Silverstream asked. "I hope she's alright, she was one of my favorites."

"No, she's not hurt, she's fine, mainly since she didn't even show up," Scott said. "Cyclops, Storm, Nightcrawler and Jean Grey were the ones who showed up. Honestly I'm surprised Jean didn't last longer, I thought she was had this unstoppable force in her."

"Really wouldn't be a good thing if that got out Scotty," Remy said.

"Yeah, could have done much worse to this place," Logan added. "Still, that Crystal Heart really gave Eric one hell of a boost. Come on, let's go check on the rest of the town, maybe I can catch up with Scott." Logan briefly glanced at Ant Man. "The other Scott I mean."

"Man it's annoying sharing a name with someone," Scott said. "Probably why Peter rarely hangs around Star-Lord."

"Yeah, that's the reason," Logan said, shaking his head a bit. "Let's hurry."

---

Meanwhile The Avengers and X-Men had recovered, same with Sunset Shimmer and Chun-Li, all of them gathered around and trying to recompose themselves after losing their battle. They did feel a sense of shame in their loss, even against a powerful villain like Magneto, who was even more powered up with magic from this world.

"That could have gone better," Sunset said. "Maybe I should have waited for the rest of the Capcom guys."

"At least they didn't see me lose that badly," Chun-Li commented. "Also please don't tell them how badly I lost, they'll never let me live it down, even if it is Magneto."

"I got you covered," Sunset reassured.

"That battle was so upsetting, I gotta upgrade my armor to be more magic resistant," Stark said, checking for any faults in his suit. "That Crystal Heart really amped up Magneto's power, if he got to Earth with that then the damage would have been unforgiving."

"Yeah, several cities would look as bad as Ponyville is right now," Hawkeye said, checking over the surroundings. "That's a lot of homes destroyed."

"The ponies in this town are strong, they can rebuild," Cap said. "What matters is they have the chance now that Magneto's been defeated."

"I still can't believe how quickly he went back to his old habits," Nightcrawler said. "I mean, I thought he was willing to change."

"Maybe that one pony's words just bothered him that much," Hawkeye theorized.

"Or he's been planning this for a long time," Stark said. "I mean, even Magneto wouldn't flip like that would he?"

"I don't think so either," Cyclops said. "Magneto might have been intending something like this from the start, and probably used that Neighsay guy's words as an excuse to carry out his plans."

"Perhaps there is much more to this," T'Challa said. "But those answers would likely need to come from his followers."

"Right, those guys," Hawkeye said. "What are they gonna do now?"

"We'll ask Twilight later," Cap said. "Right now might not be the best time to talk to any of them right now, especially Wanda."

"Yeah we'll wait on that," Stark said.

Within moment, clouds appeared over the skies of Ponyville, getting the attention of everypony nearby.

"What now?" Johnny asked, expecting a fight.

To their surprise, it was Princess Celestia who looked down upon them, and she was not in a good mood. "Twilight Sparkle!"

Twilight cringed a bit at Celestia's tone, not the first time she's heard that tone but it still worried her nonetheless, "Princess Celestia?"

"I require your presence in my castle," Celestia calmly stated, though one could tell there was much irritation in her voice. "And I would also like Sunset Shimmer, Tony Stark and Steve Rogers to come as well."

"Oh boy, she sounds mad," Stark said, then turned to Cap. "Be ready to work your charm."

"I'm ready to work my shield against your face!" Cap shouted, getting an odd stare from Stark.

"Wow, that comeback sucked harder than a vacuum cleaner," Stark commented.

"Guys, focus," Sunset said as she made her way over to Celestia. "Let's just see what she wants."

"Probably pissed from all the damage here, I know I would be if I were King of Equestria," Stark said, following after Sunset.

"Technically Kings and Queens don't run Equestria," Cap said, following after.

"You know what I mean," Stark commented.

Twilight also made her way over to Celestia, Peter quickly catch up to her. "Need me to come with you?"

Twilight shook her head, "She just wants me, Sunset, Steve and Tony, for now let the four of us handle the situation."

"Alright, we'll be waiting for you back home," Peter said.

The four summoned made their way over to Celestia, who them warped them instantly to her castle. Peter felt worried for this, Celestia truly looked displeased, he only hoped that this could be resolved quick and easy.

Cozy had made her way over to Peter, nudging against his side, "What's gonna happen now Peter? Where is everypony going to live? Is Princess Celestia gonna help?"

"I'm not really sure Cozy Glow, knowing Twilight she'll find a way to get this all fixed up, it won't be easy though," Peter said.

"Golly, I hope things can go back to normal soon, first the school gets closed down, then a really dangerous villain attacks, now a lot of ponies are homeless, this sure doesn't feel like Harmony," Cozy Glow said.

"Hey it could be worse, materials can be replaced after all," Peter said. "What matters is the safety of other ponies."

"Aren't a good chunk of them in the Hospital though?" Cozy Glow asked.

"...Well they're alive, so that's what matters," Peter said.

Cozy tapped her chin, "But what if they don't make it?"

"Cozy Glow, maybe you should go play with your friends for now," Peter said, trying to suppress his annoyance. "Go see The Crusaders or something."

"Uh, alright, I'll see you later Peter," Cozy Glow said, trotting off to find the Cutie Mark Crusaders.

"Child like naivety," Peter said. "Would be a bit cuter if she wasn't like fourteen...then again I used that myself at that age so I guess I really can't talk." Peter looked toward the direction of Ponyville Hospital. "I should stop by and see how the others are doing. Maybe I can get Rumble home, hopefully he hasn't taken too much damage, I don't think Mayday or Trixie would be able to handle the heartache." Peter remembered what the Crusaders had told him sometime after the fight, how Rumble was ready to take on Magneto. "Brave kid, bit stupid though...ugh, now I'm starting to sound like Tony."

---

At Canterlot Castle, Celestia was standing before four she summoned, still looking rather displeased with the events that had transpired. "A couple of years ago, Twilight, you convinced me that the ponies of the Marvel world deserved to stay here, because they deserved to find happiness, do you recall that time?"

"Yes," Twilight said, remembering the conversation the two had right after Twilight had destroyed the portal to the Marvel world.

"I was skeptical at first but you reassured me that it would turn out well, you believed that your friends deserved the same chance at love you got with Peter," Celestia said.

"Y-yes, I did," Twilight admitted.

"Outsiders in our world that have been closed off from there's could have lead to a imbalance in our natural universe, so your idea of counteracting that was to restore the portals you destroyed in a more permanent but stable condition," Celestia reminded.

"I helped with that," Sunset admitted, then cowered before Celestia's glare.

"I am very much aware of that fact," Celestia said. "I am also aware of the fact that you went a step beyond that. You took it upon yourself to open yet another portal, one leading to Capcom Earth, and not to long ago you opened one to a world known as Square."

"Yes, I've been working on portals from worlds who have been here before," Sunset explained. "Some of the warriors from Square were at the Marvel vs Capcom Tournament a few years ago, and I remember there were at least four other worlds present as well."

"And I take it that you wish to make contact with all those worlds again?" Celestia asked.

"Well, that was the idea, I feel like there's so much from each world we could learn from," Sunset said. "Marvel Earth has so many amazing heroes with great moral ethics, Capcom's world are full of proud warriors who always push to better themselves, Square has some amazing magic that can be on par with our own, plus their own sense of comradery. Each world can benefit the Magic of Friendship in different ways."

"I understand your reasoning Sunset Shimmer, but if I'm being honest, this endeavor of yours is very pointless," Celestia said. "These worlds were separated for a reason, we were not meant to mingle with them."

"But Capcom travels to new worlds all the time and they get along just fine!" Sunset said.

"That is their business and from what I've gathered with their interactions with the Marvel world, it just leads to a lot of unnecessary fighting," Celestia said.

"If this is about their invasion a few years ago, I can assure you the Capcom Warriors are not normally that aggressive," Cap said. "Stress, frustration and a bit of pride shook their moral judgement."

"And I had a theory that due to the imbalance in the air that it affected their mental psyche, in fact it might have affected everyone, myself included," Twilight said.

"Which is why when we open the portals now it's much more balanced so that they aren't as aggressive," Sunset brought up.

"But that created a new problem," Celestia said. "Look, I feel it's time to explain a few things to you. For starters, I have always been aware of the existence of many of these worlds, I've known for several decades. Once I considered entering one of these worlds, just to explore their civilization and see how it compares to ours."

"What happened when you did?" Twilight asked.

"I soon discovered trying to open the rift would cause chaos to seep into our world of harmony, and I did not want another Discord situation on my hooves," Celestia said. "There's a special type of magic that protects this world, it's the same magic that allows us to take the forms we have."

"Wait, so does that mean your ancestors were human?" Stark asked.

"That might be a possibility, its always been theorized," Celestia said. "Years ago some evidence popped up that humans may have existed here at one point, but that was well before my time as ruler."

"So the magic in this world might have turned us all into ponies?" Sunset asked. "If not for this magic, we could have all been born humans?"

"That is the belief, yes," Celestia said. "That's why whenever you leave Equestria, you don a human form, likewise when humans enter Equestria, they turn into ponies, usually at least."

"This is all so fascinating," Twilight said.

"It may be, but back to my point," Celestia said. "Connecting with other worlds is dangerous, the fact that Peter was able to be summoned here years back should have been impossible. I believe that if there was a magical spell surrounding this world, it existed for a good reason, to protect us from the dangerous of the outside."

"Lot of good that did, this world is still full of danger," Sunset said. "The Harmony certainly didn't turn King Sombra good."

"I'm aware of our world's dangers, and those are bad enough, when other worlds come in and cause havoc, that's when a stand needs to be taken," Celestia said. "Over the course of this past year, we've had various invasions from the Marvel world, and a few from the Capcom world."

"But The Heroes have dispatched them quickly," Twilight said.

"With consequence, ponies have died Twilight, homes have been destroyed, this past incident resulted in Ponyville being nearly obliterated!" Celestia said. "Since all this began, Discord's power had been taken and almost used by one of Peter's villains on Earth to destroy the multiverse, a man led an entire army of villains here and nearly conquered our world, then there's that magician, that winged monster, that evil sorcerer, those B.O.W. thigs, Thor's brother and now Magneto. On top of that this Peace Treaty Peter spent years setting up was thwarted by beings whom we don't even know where they came from! But there's a good chance they might not have all been Equestrian given the fact that a few of them used firearms!" Celestia took a moment to recompose. "There's more danger out there, I worry about beings like this Dread Dormammu monster, or the machine known as Ultron, something I believe Steve and Tony know more about."

"I assure you that if Ultron somehow showed up, we would dispose of him instantly," Stark said. "He won't get the better of us again."

"I can't deny there are others out there, but we will fight to protect this world," Cap said. "I give you my word as a solider, an Avenger and a man."

"We'll help too of course," Twilight said. "I still believe it's worth it for our friends and family to keep these portals active."

"To be honest with you Twilight..." Celestia began, her somber tone setting the mood. "I do not believe it is a good idea to have these portals. I won't send anyone back home if they're happy here but I will have to ask them to make a choice."

"But Princess, many of the heroes have friends and family back home, ones who can't just pick up and leave to this world," Twilight said.

"I am aware of that Twilight, but I can't risk this world's safety," Celestia said. "I think we should close the portals."

"Can't you get more guards?" Sunset asked.

"Whatever's causing this isn't only from these portals, rather these portals are just weakening this dimension and making it easier for other portals to be made in secret," Celestia said.

"Wait hold on, is it really the danger you're worried about or the damage, because I think I know a way to work around that," Stark said.

"Tony, what are you planning?" Cap asked.

"Princess, if I may have an audience with you, I think I know a good fix for all of this," Stark said. "I guarantee you'll love it."

"Tony, I know you mean well but I doubt there's much you can do for me right now," Celestia said.

"At least hear me out, you don't have to agree to what I'm saying but I think it's worth listening to," Stark said. "I mean come on, do you really want to crush these lovely ladies' hopes of interdimensional Friendship?"

Celestia had her doubts but there was no harm in hearing Tony out, it's only fair to give them a chance after all. "Very well. Until this matter is resolved however, Sunset Shimmer, no more portal work."

"Fair enough, I guess," Sunset said, feeling a bit let down. She was so close to connecting with a fourth world too.

Stark turned to the others, "I got this, you should head back to Ponyville and see if you can't fix anything up."

"Alright then?" Twilight said, somewhat confused. "Sunset, mind helping me teleport?"

"Wait, isn't that Neighsay's artifact you have there?" Sunset said, gesturing to the item. "You can use that instead, less draining."

"Oh right, I need to return this to him," Twilight said.

"Later Twilight, he's getting treated for his wounds," Celestia said.

"Oh right, forgot he had been hurt," Twilight said, feeling some shred of pity. While she wasn't happy about his reasons for shutting down her school, she wouldn't want anyone to get hurt. She then warped back to Ponyville with Sunset and Cap.

"Alright Tony, what do you have in mind?" Celestia asked.

"A little something I like to call, The Accords," Stark said. "With a few regulations and some assignments made, we can keep doing our thing while minimizing damage done to Equestria and keeping this world just as safe as it once was...or as safe as it could be."

"Hm, you have my interest," Celestia said. "How would you go about it though?"

"Give me some time to plan, and I promise you'll love it," Stark said. "But if you want, we can go over some things now, give you a taste of what you may or may not like."

---

Back in Ponyville, while Cap and Sunset returned to The Avengers, X-Men and Chun-Li, Twilight had made her way to Ponyvile Hospital, finding Wanda in the front. She looked very disheartened, Twilight having a bad idea of what might have happened.

"Wanda, you look bothered, care to tell me?" Twilight asked, approaching the mare.

"It's Toad, his injuries were pretty bad," Wanda said, fighting away some tears. "The doctors don't think he'll make it, right now he's still asleep but..."

Twilight placed a hoof on her back, trying to comfort her friend, "It's not too late, as long as he's still alive he can fight to survive."

Wanda shook her head, "But the doctors said-"

"Listen, don't worry abut that, the doctors don't think he'll survive, but they don't know if he won't," Twilight said. "I mean Peter's come back from near death injuries, even his healing powers have their limits, but that never stopped him from fighting to stay alive."

"Peter had something to fight for though," Wanda said. "He wanted to be with you, he has a daughter that he loves and another baby on the way, just more for him to fight for. Who does Toad have to fight for? What if what my father did just demotivated his will to live?"

"Toad got injured trying to hep us right?" Twilight reminded. "He did it because he wanted to protect us, he did it for Friendship. Fluttershy's teachings may have helped him understand that, and I believe he'll fight to stay alive because he wants to see you again. You and all your friends."

"You really believe that?" Wanda asked.

"I know that, I have the utmost faith in that," Twilight said. "Toad will be fine."

"I hope so," Wanda said, glancing back into the Hospital. "Honestly I don't even know what to do now. Can I even stay in Equestria after what my father did?"

"Of course, you have a home with me and Peter," Twilight said. "We can make room for you, we made room for Cozy Glow, and we've made room for Rumble in the past."

"Oh, speaking of Rumble, I just saw him in there, he's been bragging on how he was part of the fight against my father," Wanda said.

Twilight giggled a bit, "He's so adorable, he wants to be a hero just like Peter. Though I'd rather he not get into fights like these just yet."

"Well at least Peter has a fan," Wanda said. "But it seems like a lot of foals look up to him."

"He's a very lovable guy, at least when he's not telling stupid jokes or making these annoying references," Twilight said. "I mean thankfully my time in his world helped me understand a few but it still drives me insane when he does that, it's like he knows it upsets me and that's what gets him off."

"Peter once said you're cute when you get mad, that might be a reason," Wanda said.

"He's such a goof sometimes, but I didn't marry him just for his looks, thankfully he can be just as sweet, he's always quick to think of me, he gets me flowers on occasion, he never forgets my birthday or our anniversary," Twilight said. "He's quite the guy and I'm very lucky he choose me, I mean he could have chosen any of us. Trixie was close with him, Applejack was, Fluttershy was, Zecora was, even Princess Luna had her eye on him. Sweetie Belle too but she's pretty young so that wouldn't have been possible."

"I mean even if she was an adult, Peter probably would have chosen you over her anyway," Wanda said.

"Yeah...I guess," Twilight said, briefly thinking of Future Sweetie Belle, then feeling some displeasure.

"Uh, Twilight, are you ok? You look kind of...mad," Wanda said.

"Huh?" Twilight snapped out of it. "Sorry, I just remembered something annoying."

"Was it about Peter?" Wanda asked.

"Yeah...there's this girl who did kind of get his attention, she got too close to him on occasion and well...it just got uncomfortable," Twilight said.

"Is it that Black Cat woman I've heard about?" Wanda asked. "She's in Equestria too correct?"

"She's off living in Canterlot with Rumble's brother...honestly I haven't really heard from either of them in a long time, I should check in on Thunderlane, at least for Rumble's sake," Twilight said, grabbing the artifact. "I really hope I don't have to talk to Felicia though, do not like that woman."

"Well I won't hold you up, I'm going back inside to check on the others, they're not taking this too well either, even if they're trying to hide it," Wanda said. "Even Dom is much more down than normal, and Tabby...she plays it off too nonchalant."

"If you need me for any reason, please don't hesitate to let me know," Twilight said. "Same with Peter."

Twilight made her way through the portal, enroute to Canterlot while Wanda went inside. "I'll take you up on that."

Twilight arrived back in Canterlot, near where Felicia lives. "Wow this thing really is better than teleporting, less strenuous." She knocked on the door to her apartment, feeling a bit weird. Thankfully the door was opened by Thunderlane.

"Twilight? This is unexpected," Thunderlane commented.

"Oh good, just the pony I wanted to see," Twilight said.

"What's this about?" Thunderlane asked.

"It's Rumble, he got hurt," Twilight said.

"He what!?" Thunderlane stepped outside. "Where is he?"

"Ponyville Hospital, nothing serious, just some bumps," Twilight said. "I just figured you should know what happened before word of mouth spreads and details are lost."

"How did he get hurt?" Thunderlane asked.

"Villain attack, nopony saw it coming, since it was someone we thought could be our friend," Twilight said. "Rumble tried beig a hero and well, he got hurt."

"That dofus," Thunderlane said. "Uh, do you wanna come inside? Kind of want some details."

"Sure, is that alright though?" Twilight asked. "What about...you know, Felicia?"

"She's not home, she's off running some errands," Thunderlane said. "Don't worry, it's not anything illegal. She won't be home for some time."

"Right...say are you two dating?" Twilight asked.

Thunderlane rubbed his head, "Eh, it's hard to say, I mean, we kind of get...intimate but I can't tell if it's romantic or if she's just bored. I mean I'll take it for now but I kind of will want to get something steadier."

"Honestly, given how much of a flirt she is, you should move on, find somepony better," Twilight said.

"Eh, kind of hard when you're the pony who's known for hating Spider-Mane," Thunderlane said. "Uh, no offense to you Twilight."

"It's fine, maybe we can talk a bit about that too, I do feel bad that the reason you're not in Ponyville is because of my husband," Twilight said.

"It's not your fault, don't blame yourself," Thunderlane said. "Come on in and let's catch up a bit."

Twilight did just that, making her way inside and explaining the situation to Thunderlane, the two talking for a couple of hours while things in town were still being put back together.

---

Eventually the five other main Capcom Warriors arrived, along with the three members of Avalanche, all wanting to check on Chun-Li. Jubilee, Kitty and Black Widow came too, all of them checking on their friends.

"So what happens now?" Jubilee asked.

"Now we rebuild," Cyclops said. "Get this town back to normal."

"This place is a wreck, hate to see another town destroyed," Chris said.

"You and me both pal," Barret commented.

"Still can't believe Magneto did all this," Ryu said. "To think he probably earned the trust of many of the ponies here."

"Even we started to believe he would change for the better," Nightcrawler said. "It was so disappointing to see him revert back to his villainous side."

"His power was really incredible," Chun-Li said. "I've never seen anything like it."

"Well if these ponies need help rebuilding, then it's on us to lend them a hand," Spencer said, before waving his foreleg. "Or a hoof.

"I think I can pull a few resources from Wakanda, it should help speed up the process," T'Challa said.

"We'll get the X-Men to help too, Twilight could really use all the help she can get here," Cyclops said. "Bad enough she lost her school but to see her town destroyed like this is heart breaking."

"Poor girl, she did not deserve this bad luck," Nightcrawler said.

"I hope she's not too bummed out," Tifa said.

"If she is, we gotta per her back up," Spencer said. "Make sure this didn't affect her good-hearted nature, that'd be a damn shame to lose."

"Hey she's married to Spider-Man, and he's always a fun guy to have around," Jubilee said.

"Totally, he'll get her bounced back," Kitty said.

"Speaking of who, here he comes," Dante pointed out. "And he's got a friend with him.

"A cute one too," Tifa said.

Indeed Peter had arrived with Cozy Glow by his side. "Hey everyone, good to see you."

"Hi Peter, who's your friend?" Chun-Li asked.

Peter turned to the filly beside him, "This is Cozy Glow, she's kind of been glued to my side all day, even though I told her to go play with her friends."

"They're busy, Apple Bloom is helping her family get some ponies settled in at the farm, Sweetie Belle's staying with Rarity and Pinkie Pie, and Scootaloo is busy worrying about how her parents are gonna react when they find out about all this," Cozy Glow explained.

"Scootaloo has parents?" Dante asked. "So she's not an orphan."

"Yes, she has parents, and she hates when ponies keep assuming she doesn't have any," Peter said.

"We've never seen her parents though, I don't believe she mentioned having any," Chun-Li said.

"She told me," Ryu pointed out.

"And you never told us?" Dante asked.

"Uh, you didn't ask, why else would I need to bring it up?" Ryu asked.

"Her parents travel so Scootaloo often has ponies stay at her parents' house to take care of her," Peter said. "Sometimes it's her aunts, sometimes it's the Cakes, sometimes it's the Apples, sometimes it's Johnny and Rainbow Dash, even me and Twilight have watched over her."

"I imagine it's not easy being away from their daughter though," Chris said.

"I would think so, as a father I would hate to be away from Mayday," Peter said.

"I fell you on that Spider-Man," Barret said.

"So would Scott, and any other parent," Cap said. "Good on you to help out, seems like you're helped out a lot of kids, like the time you took in that Pegasus boy."

"Yeah, funny all the kids I've watched over are Pegusai, even my daughter," Peter said, then started to lament. "Man, it's like fate is taunting me about the fact that I didn't get to be a Pegasus in this world."

"Are you still on that?" Sunset asked.

"Yeah, you're a Unicorn at least," Tifa said.

"I can't do magic though, I might as well be an Earth Pony," Peter commented.

"He's got a point, his magic got sealed off," Sunset said. "Sometime after he was brought back from the dead."

"Hey don't talk about that in front of Chris, he might try to kill me!" Peter commented.

"You're clearly not a zombie, why would I try to kill you?" Chris pointed out.

"By that logic, Chris would hate Jean since she's come back too," Kitty commented, much to the girl's annoyance.

"Seriously Kitty?" A deadpanned Jean stated.

"Like a Phoenix rising from the ashes," Peter said.

"I have not had luck with Phoenixes," Dante said, recalling his time on Mallet Island. "You take them down, they come right back, though I've had that trouble with a lot of my enemies, but Phoenixes are the worst."

"Golly, it sounds like you had quite an adventure," Cozy Glow said. "Are you one of The Avengers?"

"Me? No I'm not even from their Earth," Dante said. "I'm from Capcom, like a few of my friends here."

"Capcom?" Cozy Glow said. "Oh right, the different worlds, that's so amazing!"

"It is amazing how many worlds exist," Dante said. "Name's Dante by the way."

"Cozy Glow," the girl replied. "I know Peter told you but I was told it's polite to introduce yourself to friends."

"Aw, how well mannered," Chun-Li commented.

Cozy Glow took note of Chun-Li's hind legs, "Wowie! Your legs are huge!"

Chun-Li frowned in annoyance when she heard the stifling laughter of a few ponies, especially Dante. "Well I work out a lot, it helps me kick harder, including places the sun doesn't shine."

"Can't imagine a kick to the...forbidden region from Chun-Li," Peter said.

That caused a cringe for many of the guys in the area, even Ryu looked visibly uncomfortable by the thought.

"You must be really strong then, just like Peter," Cozy Glow said. "Are you the strongest in your world like Peter's the strongest in his?"

"Whoa now, I'm not the strongest in my world, that honor goes to Hulk or Thor," Peter said.

"I am the strongest woman in my world," Chun-Li said. "But I have yet to meet even a man who could best me."

"Uh, joking much?" Dante asked. "You've lost to guys, you're still recovering from your fight against Magneto. You've even lost to guys like Spidey over there. Remember the Tournament years back?"

"The one you lost?" Chun-Li reminded. "The final battle was Ryu against Peter, you got knocked off despite having a three against one advantage?"

"Hey you still lost to a guy, plus I'm pretty damn sure I'm stronger than you are so you're definitely not the strongest in our world," Dante said.

"Excuse me? You think you're stronger than I am?" Chun-Li asked.

"I've done things you couldn't even hope to do Chun-Li, you wouldn't have lasted against my enemies," Dante said.

"Want to prove yourself right now Dante?" Chun-Li asked, looking ready to fight.

"You don't want this Chun-Li, besides you already got your ass handed to you by Magneto, I doubt you'll even provide a decent warm up right now.

"I have plenty of fight in me, I can beat you even in my condition!" Chun-Li said, getting into a stance.

"Don't make me knock you out," Dante warned.

"Enough!" Ryu shouted. "This isn't the time to be fighting, given the strength you both have you'll just end up causing more potential damage and I really don't think the ponies in this town need that right now!"

"Yeah, you two really shouldn't be fighting each other like this anyway, you're a team and a team shouldn't be so easily divided," Peter said.

Chun-Li calmed her temper, seeing the points made, "You're right, sorry for going off like that." She turned to Dante, "Forgive me."

Dante also calmed himself, "It's fine, I really didn't want to fight you, not because I think I can win, but I'd rather not fight a comrade, unless it's a friendly spar. Plus I prefer not to fight a girl."

"Right, cause you'll lose," Chun-Li taunted.

"Cute, remember just because I prefer not to fight one doesn't mean I won't if I need to," Dante said.

"I believe you," Chun-Li said, then turned to Cozy Glow. "Sorry you had to see that, we can get a bit competitive."

"A bit?" Peter joked.

"Watch it," Chun-Li warned.

"Just teasing," Peter said. "I gotta go help some ponies, uh could one of you keep Cozy Glow entertained for a bit? I have some stuff to take care of and she seems to get bored pretty easily."

"Hey, I do not!" Cozy Glow insisted.

"She can come with me," Chun-Li said. "We can educate her a bit on our world."

"That's fine, just be weary of the details, especially Chris and Dante, the stuff you two went through is pretty freaky," Peter said.

"We'll mind what we say," Chris reassured.

"Good, I should be done by the evening, I'll get Cozy Glow then," Peter said. "Behave now Cozy."

"I will...oh and Peter?" Cozy Glow said. "Would I be able to see Rumble sometime soon?"

"Rumble? Uh sure I guess, I could ask him to come over, he loves coming by after all," Peter said.

"Gee wilikers, I sure can't wait to see him again," Cozy Glow said.

Spencer turned to Strider, "Gee Wilikers?"

"You act like cutsey talk is so unusual in Equestria," Strider said.

"But still, gee wilikers?" Spencer asked.

"Let me know if you need anything," Peter said and swung off.

"I think the rest of us should also see what we can do," Cap said.

"Good idea, let's spread out," Cyclops said, Sunset, the X-Men and Avengers doing as suggested and searching around for any way they can assist.

"Hey everyone, I can handle watching over Cozy Glow, you should see if there's anything you can do yourselves," Chun-Li said.

"You got it Chun-Li," Chris said. "Come on everyone."

The Capcom Warriors began to spread out as well, leaving Avalanche with Chun-Li. Tifa turned her attention to Cloud and Barret, "I'm gonna stick with Chun-Li and help watch over the girl. Maybe you two can help fix the town up."

"Sounds good to me," Barret said, then turned to Cloud. "You gonna help too?"

"Or you can join us in babysitting," Tifa said.

"Not interested," Cloud said, then turned to Barret. "I'll help restore the town."

"Good, let's leave the girls to the kid," Barret said, heading into town with Cloud following.

"He's pretty quiet," Chun-Li said. "Cloud I mean."

"He's just not always in a talkative mood, but he can be when he wants to be," Tifa said. "Sometimes he can be a bit full of himself, but he makes for a great leader."

"So, is he the strongest in your world?" Cozy Glow asked.

"Cozy, the term strongest is really subjective, not really worth focusing on," Chun-Li said. "Come on, I'll show you some neat things."

"Ok," Cozy Glow said, following after Chun-Li, Tifa joining them.

---

In the coming days, things seemed to settle down a bit, some homes had been restored but the town was far from completion. Toad was still in the Hospital, his condition not changing much, but still received frequent visits from Wanda, The Brotherhood and Fluttershy.

While Wanda stayed at Twilight's place for a few days, eventually she and the rest of her friends found an apartment to rent in Canterlot where they would live for the moment. They just needed some time to themselves and for the moment, their Friendship Lessons were put on hold, though it's likely they won't need them as much after what happened recently.

Things began to change soon, starting with the Accords Stark laid out for Celestia, the stallion going over it more in her castle, joined by Reed Richards. "With this Princess, we can properly dispatch anyone needed for a specific event, and we'll always have heroes on call."

"Will this work?" Celestia asked. "Have you tried this on Earth?"

"Eh, some kinds needed to be worked out and due to the eventual issues caused by The Green Goblin, things never took off the way they should have," Stark said.

"We can't promise immediate results but with keen diligence, it can be pulled off," Reed reassured.

"Alright then, I'll give you about a year then," Celestia said.

"Wow, a whole year? That's very generous of you," Stark said.

"I should warn you, if things do get too bad then I will put a stop to it immediately, but for now I'll give you this time frame," Celestia said.

"You won't regret it, I bet I can have this down in about a month," Stark said. "I mean I'll need some time to prepare, give me about a couple of weeks."

"Very well," Celestia said. "I'm counting on you Tony Stark."

"I wont let you down," Stark said, grabbing his briefcase and notes. "Now I have a conference to attend to in Manehattan, I'll be giving you frequent updates." He turned to his partner in this explanation, "Thanks for stopping by Reed, always dependable."

"Thanks, I appreciate that," Reed said, making his way home.

"Tell the missus I said 'hi'," Stark said, making his way toward the city.

---

Then at Twilight's school, she had broken the lock placed by Neighsay, allowing the students to return and classes to resume, with the assistance from her friends and the X-Men.

Twilight looked on in pride as her school had reopened, seeing all the students pour in. Many ponies passing by to see the commotion.

"This is amazing Twilight, you got the school up and running," Cyclops said. "But if I may ask, how did you get Chancellor Neighsay to change his mind?"

"Honestly I couldn't get him to fully agree, I'm just asserting some authority as a Princess," Twilight said. "This school isn't fully EEA approved but I'm starting my own curriculum of education. Though after recent events, he might not fully oppose to this, maybe he's worried that something like Magneto could happen again, while he's not ready to change he is willing to be a bit lenient."

"Hm, well sometimes you have to take charge, even if a few rules are bent," Cyclops said.

"I know it's a bit sneaky but I believe whole heartedly that we need a school like this," Twilight said. "I'll do what I must to keep Equestria safe."

"I respect that, an remember, if you need any help, you have friends in the X-Men who are ready and willing to be there for you," Cyclops said.

Twilight nodded in approval, "Thanks Scott."

Nearby the Cutie Mark Crusaders had watched on in interest, seeing al the students pour into the school.

"Those ponies are lucky, going to a school like that looks fun," Apple Bloom said.

"Too bad we can't join," Scootaloo added.

"I mean, we could ask," Sweetie Belle said. "We know ponies who work there, our sisters work there, our brother-in-laws work there, we should get in."

"We'll ask them about it soon, maybe Rumble can join us," Apple Bloom said.

"Hey are things cool with you and Rumble?" Scootaloo asked.

"Yeah, why?" Apple Bloom wondered.

"He looked pretty unhappy the other day when he saw you taking dance lessons from Tender Taps," Scootlaoo said.

"Ah don't know why he would be jealous, I mean I'm not the only one, he tutors Laura and Pound Cake too," Apple Bloom said.

"Why can't you join the school again?" Sweetie Belle asked. "Or the others?"

"Laura can't go because she's not young enough and was a bit aggressive, Pound Cake doesn't like the clothes and apparently I'm too clumsy," Apple Bloom said.

"You are clumsy, you knocked over Laura the other day, I thought she was gonna shred you," Scootlaoo said.

"Oh can it," Apple Bloom said, then saw Tender Taps in the distance. "Hey Tender Taps!"

"Hi Apple Bloom, hi girls!" Tender Taps greeted.

The other Crusaders waved, Scootaloo looking a bit interested, "Well I can see why Rumble's jealous, the kid's cute."

"Yeah, he is," Sweetie Belle said with a blush.

"Even Laura thinks so, he reminds me of how Rumble used to be, before puberty turned him into Johnny Storm," Apple Bloom said. "Don't get me wrong, ah still like Rumble but ah do miss his more softer side."

"Yeah, me too," Sweetie Belle said.

"Same, well we should get going, we have our own school to go to," Scootaloo said.

"Right, say did yer parent come by?" Apple Bloom asked.

"Yeah...they were not happy, but they were happy I didn't get hurt this time," Scootaloo said, remembering the conversation she heard months ago, right after the fight against Annihilus and Mysterio.

Flashback

"I don't understand it though, how did she get hurt?" Scootaloo's mother Mane Allgood asked.

"She got stuck in some weird dimension, it was a total freak accident," Rainbow Dash said.

"That freak accident could have gotten our daughter killed by some monster," Snap Shutter shouted.

"We know dude, we're sorry," Johnny said. "I know how you feel, my daughter was in danger too."

"But we promise never to let that happen to Scootaloo again," Rainbow Dash said. "We'll keep a better eye out for her."

"I don't know, maybe it will be better if she came with us," Mane Allgood said.

"Wait what!?" Johnny said. "If she goes with you that means leaving Ponyville!"

"We're aware of that," Mane Allgood said. "But even if does mean leaving Ponyville then at least we'll know she's safe."

"Don't you two track down dangerous beasts? How is that any safer?" Johnny asked.

"We can handle those beasts, you seem to attract a bunch of dangerous villains," Snap Shutter said.

"Plus we wouldn't let her go to another world like you did," Mane Allgood said. "Honestly, taking her to Earth?"

"It was for a family dinner, and we consider Scootaloo family," Johnny insisted. "Look, I get it, you're worried, you have a right to be. What Annihilus did was terrible but we give you a solemn oath that it won't happen again!"

"Scootaloo means a lot to us and to her friends, if you take her away she'll just be miserable," Rainbow Dash said. "Ponyville is a great place, even if villains come at least we'll be there, so would our friends."

"Spider-Mane lives in Ponyville," Johnny reminded. "Same with Princess Twilight, and they care a lot about Scootaloo."

"Please, give it another chance," Rainbow Dash pleaded. "We won't take her to Earth, at least not without your permission."

The two concerned parents exchanged a look, then nodded in agreement, seemingly ok with this plan.

"Fine then, but do not allow her to get hurt again or we will take her!" Mane Allgood warned.

"We're serious about this, Scootaloo means everything to us, it's bad enough we can't be around as often as we'd like to see her grow up, but to know she's been in danger and we weren't there to keep her safe..." Snap Shutter couldn't bear the thought. "It's always the low part of our job."

"Unfortunately our job needs ponies like us, and as much as we love traveling, we would quit in an instant to be with our daughter," Mane Allgood said.

"But only we can manage the dangers and get Equestria what it needs for it's own survival, it's because of our efforts medicine can be made to cure even the most awful of disease," Snap Shutter said.

"You two are heroes in your own right, easy to see why Scoots admires you so much," Johnny said.

"She admires you too, don't let her down," Snap Shutter said.

"I promise on my honor as an Element of Harmony not to allow danger to befall onto Scootaloo again."

"We want to believe you, ad we know you will follow through on your word, to the best of your abilities," Mane Allgood said "Thank you Rainbow Dash."

End Flashback

"I hope I never have to leave Ponyville," Scootaloo admitted, her friends quick to comfort her, alleviating any worry.

The students continued to fill in with Peter leading Cozy Glow to the entrance, "Have fun in school Cozy."

"Will do Peter," Cozy Glow said. "Thanks to you I can make friends again!"

"Its a team effort," Peter said. "More like a friend effort. There' a lot you can accomplish when you have Friendship on your side." Peter made his way off, "I have my own duties to fulfil, see you later."

"Bye!" Cozy Glow said, the turned to the school, a mischievous grin on her face, "Yes, Friendship can be useful..."

She made her way inside, ready to take in what she can to further her own goals and agendas. Things were seemingly back to normal, with Sandbar happily joined by his friends, the nations agreeing to give the school another chance.

Mayday now finds herself with a new frequent playmate. With Reed coming to Equestria more often now due to his newfudn partnership with Tony, he is able to bring his son to spend time with the young filly, which he hopes won't be too much for his tender heart.

---

However on the other side of the light was the darkness, Discord had been busy. Tartarus was still full of many who were eager to bring down Spider-Man and his allies. Shocker made plans with The Dazzlings, Osborn talked strategy with Mysterio, Annihilus and Tirek spoke over their ideas of conquest, even Chrysalis seemed to be making herself at home, finding interest in the still scarred ninja Vega, who sat there, awaiting his vengeance.

Word of Magneto's defeat and death reached Earth, where his most trusted ally Mystique was making her way to a base, holding out a picture. "I almost can't believe I'm doing this, but if I'm going to get revenge, I will need assistance." She put away the picture, looking to the base. "I'll start with an enemy even Wolverine couldn't handle, get ready for work Creed."

---

Meanwhile Discord had arrived in another world, floating over a rocky field. "Time to finally put this plan to work." From the distance he can see two men training, combating each other in the skies, creating shock waves across the air. "There they are." In a snap, he teleported between the two, surprising them both.

"What the?"

"Who the hell!?"

"Pardon the intrustion, I mean you no harm, my name is Discord, I believe you two go by Goku and Vegeta correct?" Discord asked.

"Uh...yeah?" Goku replied.

"What do you want, and how do you know our names?" Vegeta asked, looking ready for a fight.

"I want to give you two, an opportunity," Discord explained, getting ready to go into detail.

Things would be changing again soon, The Avengers in Equestria, all the heroes in Equestria, they had gotten their taste of this world, and had truly begun to understand it better, and really wanted to protect it and keep it safe.

Twilight and Peter were ready, or so they thought. The seeds have bee planted ad a forest will grow. Recent events had changed Equestria, but one thing stays the same, the desire to protect, and that's what they will do, whatever it takes.

Author's Notes:

Finally done. Some sequels in the works though, short stories and longer ones. Look forward to it, more on the way.