Spiders and Magic: Avengers Assemble

by Masterob

First published

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

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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.

Dragon's Lair

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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

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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

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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

View Online

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

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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

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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

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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

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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.

Realizing Potential

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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."

Love of Science

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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.

Iron Trouble

View Online

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

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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

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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

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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.

Invasion Aftermath

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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.

Prepping an Unpredictable Future

View Online

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

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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

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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

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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

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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."

Family Lessons

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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

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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

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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

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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

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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.

Temporary Relief

View Online

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

View Online

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

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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

View Online

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 t