> Tomorrow War
>  by Battwell
> --------------------------------------------------------------------------

> Friendship For All
> --------------------------------------------------------------------------

 

 



 

 

Two years ago, I was crowned as the sole Princess of Equestria. Can you believe it? Me! Twilight Sparkle. The antisocial bookworm who had no interest in making friends was crowned as not only the Princess of Equestria, but also the Princess of Friendship. Everything changed when I moved to Ponyville. I met my best friends, defeated Nightmare Moon, found the Elements of Harmony, and discovered what friendship could really be! 

I've faced a lot of hardships since then. I've battled with the Spirit of Chaos and Disharmony. I've defeated the terrible Centaur, Tirek. Banished the Queen of the Changelings, Chrysalis. Fought the King of Darkness, King Sombra. Fought with the Pillars of Equestria against the Pony of Shadows. Found a new student in my old enemy Starlight Glimmer. Thwarted the plans of the manipulative filly, Cozy Glow. And my friends and I defeated a villainous trio bent on ruling Equestria. 

But one of my greatest challenges came in the form of Dr. Ivo Robotnik. A mad genius from another dimension who came to Equestria to add it to his Empire. That was when I met one of my very best friends. Sonic the Hedgehog. We stopped Robotnik and saved Equestria, solidifying our friendship with one another. 

But Robotnik just can't seem to take a hint. Last year he joined forces with King Sombra and another mad genius, Dr. Otto Octavius. They created their own dimension and wanted to conquer the entire Multiverse. We teamed up with another hero who would grow to become one of my best friends. Peter Parker. The Amazing Spider-Man. We stopped them and saved the Multiverse. 

After that adventure, Equis, Mobius, and Earth started negotiating peace treaties between the three dimensions. I helped in making that possible. I showed that friendship doesn't have to stick to one world. It can be shared with other worlds. A year later and we finally agreed on a peace treaty. 

In fact in just a few days, the leaders of the other worlds will be arriving on Equis to partake in the "Friendship United Festival" I cannot wait to show these worlds what the Magic of Friendship is! Nothing can possibly go wrong! 

But what Twilight Sparkle doesn't know, is that her entire world is about to change forever. I have seen many outcomes. Many possibilities. It is my task to watch over the Multiverse, never to interfere. Just witness the stories unfold. But it appears that these events will make me question my oath. Should I interfere to prevent the devastation that is to follow? 

But if I interfere, I might change things for the better, or worse. But if I don't, this war that is coming. The chaos that it will leave in its wake. 

May not bring a tomorrow. But all is not lost, however. Our story and fate lies.... 

With a bunch of A-Holes 



 

 


Paramount Pictures presents 

In association with Hasbro, Sega, Insomniac Games and Marvel Studios 

An AllSpark Pictures Production 
  


TARA STRONG 

ROGER CRAIG SMITH 

YURI LOWENTHAL 

NOLAN NORTH

ASHLEIGH BALL 

COLLEEN O'SHAUGHNESSEY 

LAURA BAILEY 

ANDREA LIBMAN 

JON McCLAREN

MIKE POLLOCK 

FRED TATASCIORE 

KIMBERLY-SUE MURRAY

NADJI JETER 

TABITHA ST. GERMAIN 

TRAVIS WILLINGHAM 

JASON CAVALIER LEBOEUF

CATHY WESELUCK 

TROY BAKER 

JOSH BROLIN 

ADAM HARRINGTON

KIRK THORNTON 

WALLY WINGERT  

ALEX WEINER

JASON GRIFFITH 



TOMORROW WAR

 
 

Peter Quill, Star Lord, Leader of the Guardians of the Galaxy, Ex-Ravager. One of the galaxy's greatest heroes....for the right price. Supply an ample amount of Credits, whatever job you got, he's your guy. He's even saved the galaxy for free, not that he was happy about it, but still. 



The captain of the Milano was currently sitting in his chair, his headphones blaring in his ears. His eyes were closed as he bobbed his head to the music, not a care in the world. 

"Do ya really wanna, do ya really wanna taste it~" Quill sang in a hushed tone. 

"Peter." 

"What's going up must come down~" Quill continued. 

"Peter!" 

"Do ya really wanna, do ya really wanna taste it? Baby, you're losing ground~" 

"PETER!" 

Quill's eyes shot open, startled by the sudden yelling, his headphones falling off of his head as he fell backwards off his chair. He groaned in pain before sitting up. He looked around and saw who shouted his name. 



Gamora, The Deadliest Woman in the Galaxy. 

Quill sighed in annoyance and lowered his head. He got back to his feet, saying to Gamora, "Really, Gamora? Really? You couldn't just tap my shoulder? You just HAD to make me fall on my ass?" 

Gamora smirked, "Hey, I just woke you up. YOU were the one who fell on your ass." 

Peter rolled his eyes as he dusted himself off, "Well, at least I fell graciously." 

Gamora chuckled, "Sure you did." She replied sarcastically. 

Peter slumped, sighing in defeat, "Moving on." He straightened himself and asked, "So what was so important that you had shout in my ear?" 

Gamora began to take her seat, "Just thought I'd tell you that we're nearing the source of the distress signal." 

As Peter sat his chair upright, Gamora sat in her seat. She took out her sword and examined it. Peter fixed his hair with his hands and took a seat. It was then that the door leading into the room opened, revealing a giant tree and a talking Racoon. 

 

"I am Groot." Groot said as he walked in. 

 

"Look, all I'm saying is that maybe we could earn some extra Credits on the side." Rocket replied as he walked beside his giant friend. 

"I am Groot." 

Rocket shrugged, "So a few planets might blow up, so what?! Think of all those flarking Credits." 

Groot crossed his arms, shaking his head in disapproval. Rocket sighed as he walked to his seat. 

"You're no fun..." He grumbled as he took a seat. 

Groot then walked past Quill and sat down in his seat. 

Peter arched a confused eyebrow at the Racoon, "Uh, what exactly were you talking about, Rocket?" 

Rocket waved his hand dismissively, "Don't worry about it, Quill. Just keep pretendin' that you're the captain." 

Quill crossed his arms, "I'm not PRETENDING Rocket. I AM the captain." 

Rocket smirked, "Sure, sure. Whatever you say." 

"PETER QUILL!" 

Quill turned around to see another member of his team enter the bridge. A green skinned man with multiple tattoos all over his body. 



Drax held up a bottle, "This dagger cleaning product is very inefficient. The whole bottle had to be used." He tossed the bottle to Quill, who caught it in his hands. 

As Drax went to his seat, Peter got a good look at the bottle and his jaw dropped, "YOU USED MY SHAMPOO?! DRAX! DO YOU KNOW HOW HARD IT IS TO GET THIS STUFF?! THIS WAS MY LAST BOTTLE!!!" 

Drax shrugged as he took a seat, "I don't see how it could've been yours. It was in MY sleeping quarters." 

It was then that Peter frowned, "Alright. Who put my shampoo in Drax's room?" 

Rocket couldn't hold it in anymore. He busted out laughing, revealing that it was him that put the shampoo in Drax's room. 

"Ahahahahahaha!!! That's......that's so......FLARKIN' FUNNY!!!" Rocket said between laughs. 

Peter gritted his teeth, "You dick!" 

He then threw the bottle at Rocket's head, causing the Racoon to fall off his chair. Rocket rubbed the back of his head and grumbled as he got back into his seat. 

Gamora rolled her eyes, "If you two are done being morons! We're......here?" 

It was then that they arrived at the source of the distress signal. When they saw what Gamora saw, all of their eyes shot open in disbelief. There were multiple dead bodies floating through space along with some debris. Body after body, all cold and lifeless. 

But these were no ordinary people. They were soldiers. 

They were Nova Corp. 

Someone had attacked their prison ship....and won. 

"What madness is this?!" Drax asked no one specifically. 

"I.....Am....Groot." Groot said in disbelief. 

"Who the flark has the kind of firepower to take out a massive Nova Corp prison ship?!" Rocket asked. 

"I don't know. But we gotta...." He stop mid sentence when a giant shadow loomed over the Milano, "Oh, you've gotta be shittin' me." 

Everyone's jaws dropped when they saw the giant ship that caused all this. 

And boy did they regret answering that distress signal. 

 

The Sanctuary II. 

Gamora and Drax gritted their teeth. 

"Thanos." They both said in unison. 



 

 

The S.H.I.E.L.D Triskelion. S.H.I.E.L.D's new base of operations. Soldiers on the inside and outside, always on guard and patrol. But that's not all that is here. After the rediscovery of the six Infinity Stones, Tony Stark had them encased in an Asgardian box, only to be opened by an enchantment that only an Asgardian would know. S.H.I.E.L.D kept them stored inside a security vault, where only authorized personnel could access. 

Inside the Command Room, a man with an eyepatch was currently overseeing how his operations were running. 

 

Nick Fury kept a watchful eye of his operations. He was heavily involved with the negotiations between Earth, Mobius, and Equis. S.H.I.E.L.D and G.U.N had developed a good working relationship with one another since their worlds became aware of one another. He just spoke with Commander Tower a few hours ago, setting up defenses for the Friendship United Festival tomorrow. 

Nothing was going to disrupt this event. 

The door leading into the Command Room opened. Nick turned around and saw a woman approach him. 

 

"Hill." Fury greeted with a nod. 

"Sir." Maria Hill responded. 

She walked up to him and stood by his side, keeping watch over the Triskelion's operations. 

She turned to the director, "Sir, I still believe that you should attend tomorrow's festival on Equis. Represent S.H.I.E.L.D, show that we are in support of this union." 

Fury sighed, "I can't. The Avengers are already attending the festival tomorrow, leaving Earth defenseless. I'll be damned if I let that happen. Besides, I'm not going anywhere until those six stones downstairs are secure." 

"We've recently gotten confirmation from Reed Richards that we can send them into the Negative Zone." Maria informed. 

"It's taken this long to get confirmation. What with the treaty negotiations and all. I'm going to make sure that those stones are gone. Never to be used by anyone ever again." 



 

Meanwhile, down in the security vault. A S.H.I.E.L.D Agent reached into his pocket and took out a phone. He dialed up a number and placed it near his ear. 

"Sir, I've found them." 

"Good. Open the vault and prepare for extraction." 

The Agent hung up and approached the keypad. He then typed in the code to open the vault. When he pressed the enter key, the vault started to unlock. The Agent crossed his arms as the door opened. Once the vault was completely open, he walked in, walking past several dangerous items. The Makluan Rings. Devil's Breath. The Tesseract. But the Agent didn't care about any of those items. He went straight for the Asgardian box. 

The Agent then took out his phone and dialed up the number once more. 

He placed the phone up to his ear, "Ready for extraction." 



 

Suddenly, a violent explosion shook the entire Triskelion. Nick and Maria held onto the railing in front of them, trying to stay standing. 

"WHAT THE HELL?!" Fury shouted. 

The alarms started blaring throughout the entire Triskelion. 

"ALERT! ALERT! VAULT COMPROMISED! ALERT! ALERT! VAULT COMPROMISED!" 

Nick and Hill looked at one another before making a run for the vault. They ran to the elevator, but it appeared that it wasn't operational due to the explosion. They made a beeline for the staircase and ran down at a quick pace. Once they reached the right level, Fury kicked the staircase door down with his boot and continued to run to the vault. 

When they reached the hallway leading to the vault, they saw several S.H.I.E.L.D Agents shooting at soldiers dressed in yellow. 

 

Fury gritted his teeth, "A.I.M." 

Fury and Maria dashed to the vault, punching and kicking any A.I.M Agents that got in their way. Once they got into the vault, they saw the S.H.I.E.L.D Agent that betrayed them, being held in the air, not by an A.I.M Agent.... 

 

But a robot hedgehog. 

Metal Sonic snapped the Agent's neck and tossed him aside, his limp body rolling across the floor. Metal then turned and took the box, and with it, the Infinity Stones. 

Fury and Hill took out their guns and aimed them at Metal. 

"DROP IT! NOW!" Maria ordered. 

Metal turned to them as his chest started to light up. Nick and Maria's eyes widened as the made a run for the door. Metal fired a chest blast at the two, both of them getting behind cover to avoid being hit. Metal's chest dimmed as he turned around and flew out of the hole in the wall behind him. 

Every A.I.M Agent pressed a button on their wrists, activating their secret jetpacks. They then flew out of the facility, escaping with the stones. 

Fury ran to the whole in the wall and saw Metal Sonic and the A.I.M Agents flying away. Fury wasn't happy. He turned to Hill with a serious expression on his face. 

"I want every S.H.I.E.L.D. Agent searching signs of A.I.M and Dr. Ivo Robotnik! I want those stones found!" 



 

Morning in Equestria shimmered. In fact, it shined. 

It was a wonderful morning in the city of Canterlot. Ponies and Guards were moving around, helping set up the Friendship United Festival. There were food stalls, balloons, and even some residents from Stark Industries came and helped set up various Stark Expo booths for the festival. 

Thanks to the work of Twilight Sparkle, Tails, and Tony Stark, an interdimensional gateway was built so that everyone could traverse the three universes. Think of it as a new airport. 

Speaking of the Princess, she was walking around Canterlot, sporting a new look. 

 

She was really growing into her Alicornhood. 

She turned to Spike, who was walking alongside her with a checklist. 

"Okay, Food Stands?" 

"Check." 

"Stark Booths?" 

"Check." 

"Balloons?" 

"Check." 

Twilight smirked, "Everything in between?" 

Spike smiled in response, "Check." 

Twilight sighed, "Great. Now we just have to do a few more check ups and we'll be good to go." 

"You nervous?" 

Twilight gave him a small smile, "A little. This is big, Spike. Like REALLY big! With all the negotiations and talks with all the worlds governments, this has to be perfect. Faust knows I've put a lot into maintaining a sustainable relationship with both Earth AND Mobius. I just want everything to go right." 

"It will, Twilight. I promise you, everything will be fine. Plus, you'll be happy to know that the girls will be here first thing tomorrow. Sonic and his friends will be here representing Mobius, Peter and the Avengers will be here representing Earth. Celestia and Luna will be here as well. It's all going to go great! I know it!" 

Twilight smiled at the baby dragon and side hugged him with her wing, "I know, Spike. I know." 

The two looked up into the sky and saw the Wonderbolts training for their performance tomorrow, sans Rainbow Dash, who decided to spend a little time in Ponyville with the rest of her friends. 

Twilight smiled contently, "Everything is going to be just fine. Everything will go the way it's supposed to." 



 

Metal Sonic flew through a massive storm, raindrops bouncing off of him as he flew. He then spotted his destination in the distance. A giant metallic base rose up from the depths below, airship after airship parked on its landing strip. Metal landed on the ground with a loud clank and walked inside, where two A.I.M Agents escorted him in. 



 

Metal entered the Command Deck of the base, the door closing behind him. The two Agents backed off as Metal held out the box with the stones inside. It was then that an egg shaped man stepped out of the shadows with an evil grin on his face. 

 

The man with the master plan, Dr. Eggman. 

"Ah, Metal Sonic! I assume the extraction worked?" 

Metal stepped forward and handed his master the box. 

Eggman chuckled, "You've done well, my creation. Now, it's time to get to work!" 

"I couldn't agree more, Doctor." 

Eggman looked up and saw the source of the voice floating down in his giant chair. 



Eggman smiled, "M.O.D.O.K. The extraction went perfectly!" 

M.O.D.O.K nodded, "Good. I knew great things would follow after I freed you from the raft!" 

Eggman smirked, "Well, when you told me your plan, I just couldn't resist!" He then looked down at the box, "Now comes the difficult part. Getting the stones out of the box. Luckily for us, we have a means of opening the box. We just don't know where he is." 

"The trickster always loved to play games. I still don't see why we need his help to access the stones." 

"Because only an Asgardian can unlock the box you possess." 

Both villains turned to see a figure step out of the shadows with a mischievous smile on his face. 

 

Loki smiled in anticipation as he approached the two villains. 

"Now, shall we get started?" Loki asked as he took the box. 

As Eggman and M.O.D.O.K stared at the Trickster God, Loki's hands began to glow green, as did the box. 

"With this spell, the Infinity Stones shall be yours!" 

The box then began to unlock, the glow disappearing from both the box and Loki's hands. The box then opened up, revealing the six Infinity Stones. 

Loki smiled, "You're welcome." 

M.O.D.O.K smiled and turned to Eggman, "Shall we move forward with the plan?" 

Eggman was excited, ecstatic, thrilled, all of the above. He smiled as he stared at the stones. 

"Yes. Let's."
> The Friendship United Festival (Part 1)
> --------------------------------------------------------------------------

Stark Tower, home to Tony Stark, genius, billionaire, playboy, philanthropist, and the Invincible Iron Man, one of the founding members of The Avengers, Earth's Mightiest Heroes. 

 

Tony closed his suitcase and made his way for the Tech Wing, where everyone else was waiting for him. He turned his head back slightly and asked, "J.A.R.V.I.S? Be a dear and put the tower on high alert, just in case." He said with a smirk. 

"Already done, sir. Am I correct in assuming that you'll be taking your best suit?" J.A.R.V.I.S asked. 

Tony patted his suitcase, "Never leave home without it." 

"Keep in mind, sir. Since that you'll be in a different dimension, I will not be able to keep contact with you. So if you get into trouble over there, I will not be able to help you." 

Tony smiled, "Don't worry about it J.A.R.V.I.S," Tony then made his way to the elevator and smiled, "Besides, you're talking to me of all people." 

As the elevator doors shut, J.A.R.V.I.S sighed, "That is what I am worried about." 



 

The elevator doors opened as Tony readjusted his tie. Once his tie was to his liking, he picked up his suitcase and walked into the Tech Wing, whistling as he walked. He entered the Tech Wing, where the other members of The Avengers were currently waiting for him. 

 

Natasha Romanoff loaded her guns and concealed them under her jacket. 

Tony smiled, "Do you bring your guns with you everywhere you go?" 

Romanoff showed a small smirk, "I could ask you the same about your armor." 

Tony chuckled, "Touché." 

 

Tony glanced at Clint as he walked through the Tech Wing, "Gotta say, Clint. Loving the new hairstyle. Gonna be honest, the bald look didn't work for you. Just sayin'." 

Clint chuckled, "Aye, I was trying something new, you dick." 

"And now we know that it doesn't work. Leave the baldness to Fury." 

Tony then walked past Clint and saw Thor. 



Tony raised an eyebrow, "Not looking bad, Thor." 

Thor looked at himself before laughing, "Thank you, my friend! Although this is not the attire I am used to, I shall make the most of it at the festivities."

Tony smirked as he then walked over towards the Interdimensional Gateway, where Bruce Banner and Steve Rogers were waiting for him. 

 

Steve Rogers was wearing a new suit. It was a mix between his current suit and his old suit he used in World War 2. 

 

Tony raised an eyebrow as he looked at his friend, "You do know that this is a somewhat formal event, right?" 

"I'm aware, Tony." 

"So.....what is this?" 

Steve shrugged, "Just being prepared." 

Tony shrugged as well and turned to Bruce, "How we looking, Banner? Everything stable?" 

Bruce adjusted his glasses and turned to Tony, "Everything is looking stable, Tony. We're all ready to go." 

"Then what are we waiting for? Everyone's here." 

Steve frowned a little, "Tony, we're missing someone." 

"Who?" 

Natasha sighed, "The Web-Head?" 

"I'm here!" 

Each Avenger turned to the elevator door as it opened, revealing Peter Parker, aka Spider-Man, who was in a new suit. 

 

Tony then whistled, impressed by the smarts this kid has, "Not bad, kid. So, we ready to go?" 

Peter removed his mask and smiled, "Yep. Tony, believe me when I say that none of you are prepared for what's on the other side of that portal." 

Clint shrugged, "Meh, we've been through a lot, kid." 

"Although if I step through that portal and turn into a colorful, talking horse, I'm not gonna be happy." Tony said as he put on his glasses. 

Thor chuckled as he raised his hammer, "TO THE FRIENDSHIP UNITED FESTIVAL!!!" 

Tony exhaled as he pinched the bridge of his nose, "That name...…needs work." 

Steve placed a hand on his friend's shoulder and smiled, "Aw, come on. I think it's kinda cute." 

Tony scoffed as he smiled, "You would." 

They all then entered the Gateway one by one, leaving Earth to attend the Friendship United Festival on Equis. 



 

Station Square, a city prospering with life. Mobians going about their day to day lives, not living in fear. Ever since Eggman was captured on Earth, Mobius has been at peace. Sure there is the occasional threat here and there, but not as big as what they were all used to. 

Today was a special day for young Miles Prower. Not only was he returning to Equis to see his friends again, but for three straight days, he would be a Stark Intern. He was giddy, excited beyond belief. To think that when he was younger he was bullied everyday because of his two tails. Now he was best friends with the hero of Mobius. 



Tails zipped up his duffel bag and made his way down the staircase. He had decided to move to Station Square, it was nicer there. He walked through his living room and walked out the backdoor, entering the backyard where the Interdimensional Gateway was waiting. Tails walked over to the control console and placed his bag down. 

As he typed on the keypad, his backdoor opened. He turned around to see two of his friends walk out into the backyard. 

 

Knuckles the Echidna 



And Amy Rose. 

Amy dropped her suitcase to the ground and ran over to her twin tailed friend. The two friends hugged one another while Knuckles crossed his arms and smirked at the scene. 

The embrace ended and they parted, smiling at one another, "Wow, Amy. Nice makeover." Tails complimented. 

Amy giggled, "Thanks. We ARE representing our home, so I have to look my best." 

Tails turned and walked over to Knuckles. The two friends fist bumped one another and chuckled. 

"I thought you didn't chuckle, Knuckles?" Tails joked. 

Knuckles smirked, "Don't tell Sonic." 

Tails then raised an eyebrow, "I'm surprised that you could come. I would have thought that guarding the Master Emerald would have kept you from attending." 

Knuckles shrugged, "Meh, I wouldn't miss this. Besides, I have something to make sure it doesn't get stolen." 



 

Knuckles' safe guard was none other than a sticky note placed on the Master Emerald. 

The note said... 

Gone on vacation. Don't steal pls. 



 

Tails and Amy gave the Echidna looks that screamed "Are you serious?" 

Knuckles shrugged, "What? Eggman's gone. Nobody's going to steal it...….probably." 

Amy and Tails sighed, this wasn't anything new. Knuckles may be strong, but he can be a bit of a bonehead sometimes. Knuckles then sat down on the grass, waiting for everyone else to arrive. 

Amy sighed and placed her hands on her hips, "Where is he? I swear that hedgehog has no concept of time." 

"Well what do you expect? This is Sonic we're talking about." Tails replied. 

Knuckles smirked as he closed his eyes, "He's probably on a run or something." 

Just as that sentence was spoken, a very large Sonic Boom was heard. They all turned their heads and saw a blue streak hop over the fence and come to a stop in front of them, dust rising up due to the blur skidding to a stop. As the dust settled, the blue aura surrounding Sonic disappeared. 

 

Sonic smirked, "Sup, everyone? Did I keep you waiting?" 

Knuckles smirked as he got up to his feet, "Eh, a few minutes earlier wouldn't have been so bad." 

The two friends fist bumped as Amy walked over and hugged the Blue Blur. Amy has since gotten over her obsession with Sonic, happily accepting that they are just friends. Sonic then turned around and rushed over to his little brother, tackling him in a brotherly hug. 

As Tails and Sonic laughed, Sonic got the Fox in a headlock and gave him a noogie. 

"H-HEY! NO FAIR!!!" Tails shouted as he laughed. 

Sonic let Tails go and they gave each other a fist bump. 

"Alrighty. Ready to get this show on the road?" Sonic asked with a smile. 

Tails nodded, "Yep! We just gotta wait for one more person." 

Sonic then looked around, noticing that someone was missing, "Huh. I'm surprised that he isn't already here." 

"Who says I'm not?" 

They all turned and looked up at the roof, where they all saw a black Hedgehog standing there with his arms crossed. 



Shadow jumped off the roof and landed in front of the group in a superhero landing pose. As he got to his feet, Sonic smirked. 

"I knew you'd come, Shadz! I knew you wouldn't resist seeing your friends again." 

Shadow scoffed, and folded his arms, "Let's make one thing very clear, Hedgehog. I'm going to this festival as a representative of G.U.N. I could care less about friendship." 

Sonic laughed, "Still grouchy, I see." 

Shadow gritted his teeth, "Watch it, Faker! And don't call me Shadz!" 

Amy smirked, "Shadow, you may put on a mean façade, but I know that you're excited to see Pinkie Pie again." 

Shadow tensed and shivered, "Ugh, please don't mention that Pony, she just doesn't know when to take a hint." 

Tails raised his index finger, "How long have you been waiting on my roof?" 

"Approximately 32 minutes and 7 seconds." 

"Creepy much?" 

Shadow scoffed once more. Tails then walked over to the computer console and typed in the coordinates to Equis. Once Tails pressed the final key, the Gateway whirled to life as it activated. The Mobians then gathered in front of the Gateway, ready to enter. 

Sonic looked to his friends, "Ready?" 

As everyone else nodded, Shadow rolled his eyes, "Let's just get this over with." 

Sonic chuckled and they all walked into the portal, heading to Canterlot to attend the festival. 



 

"I've fulfilled my end of the bargain, now it's your turn." The God of Mischief said as he handed the Infinity Stones to Dr. Eggman. 

M.O.D.O.K rolled his eyes, "Yes, yes, yes, I know." He then pressed a button on the arm of his chair. 

Suddenly, A.I.M's Scientist Supreme walked in holding a casket of sorts. 

 

 

The Scientist Supreme handed Loki the casket. The Trickster God smiled with glee as he held the casket. 

"The Casket of Ancient Winters. At last." 

Eggman smiled, "Then our business is concluded. You gave us the Stones, and we gave you the casket. New York is yours." 

Loki smirked, "A pleasure doing business with you." 

Loki then disappeared in a whirl of green fire, departing from the A.I.M base. 

M.O.D.O.K turned to Eggman, "Shall we get started?" 

Eggman nodded in response. The two villains then left the room. As they walked/floated down the hallway, M.O.D.O.K turned his head to Eggman, "Are you certain that this will work?" 

Eggman chuckled, "I've run all the calculations three times. With the Infinity Stones, this is bound to work." 

They reached the end of the hallway and entered a massive room. In the center of the room was a massive reactor of sorts, A.I.M Bots, Badniks, and A.I.M Scientists were adding last minute repairs to the reactor. 

Eggman smiled as he turned to M.O.D.O.K, "Behold.....The Convergence Reactor!" 



 

The Friendship United Festival was going perfectly. Ponies, Mobians, and Humans were getting along, the Stark Booths were full, everyone was happy. Twilight was walking down the main street with her friends, who had arrived a few hours ago from Ponyville. 









 

"Hoo Wee!!! Well, Twi. I gotta say that ya really pulled through with this festival." Applejack complimented. 

"Yeah, this has gotta be, like, the BIGGEST party ever!!!" Pinkie added as she bounced around Twilight. 

Everyone else nodded in agreement, which caused Twilight to blush. 

"Well, I can't take all the credit. It was a combined effort from everypony. WE made this happen. WE unified three different worlds with the Magic of Friendship. WE made all of this possible." 

"Well yeah, I mean we're awesome!" Rainbow added. 

"I'm so proud of us." Fluttershy said with a smile. 

"I concur, darling. This truly is a momentous occasion." Rarity complimented. 

Twilight smiled, "Now, come on. The others will be here soon." 

Twilight's friends nodded and they walked to the center of the festival. As they walked, Twilight and her friends greeted everyone that passed them. This felt good. This felt right. This felt like true harmony. As they passed a Stark Booth, a portal opened up in front of them, causing them all to stop. 

Twilight smiled as Tony Stark stepped through alongside the other Avengers. 

Tony exhaled as he patted himself down, making sure that he was still Human, "Okay, we're not talking horses. Crisis averted." 

Twilight giggled and approached the Billionaire, "Welcome to Equis, Mister Stark." 

Tony waved his hand dismissively, "Please, Mister Stark was my father. And I'd rather not be reminded of that asshole for as long as possible." He replied with a smirk. 

Twilight and Tony shook hands/hooves, the Mane 6 and The Avengers doing the same with each other. After the greetings were done, it was then that Twilight noticed a certain Wall Crawler. 

"PETER!" Twilight shouted in excitement as she flew over to him. 

"HEY, TWI!" Peter replied as the two embraced in a hug, Twilight's forelegs wrapped around Peter's neck. 

The embrace ended as they parted, "How are you?" Twilight asked. 

"I'm doing great! Loving the new look by the way." Peter replied. 

Twilight smirked, "I could say the same with you. Nice suit." 

"Thanks. It has the latest tech installed inside it." 

Twilight practically beamed, but noticed the portal, it hasn't closed yet. She was about to question it when suddenly, a blue streak shot out of the portal and swept Twilight off her hooves. The streak skidded to a stop, revealing Sonic, who held Twilight bridal style. 

The Hedgehog looked down into Twilight's eyes, "Hey, Twi." 

Twilight was speechless. Her cheeks heating up. That's odd. This hasn't happened before. Why couldn't she talk? Why were there butterflies in her stomach? She'd have to look into this later. 

"H.....hey." Twilight said, blushing like crazy. 

Sonic chuckled as he set her down on the ground. They both turned to see the other Mobians walk out of the portal. Sonic turned to Twilight, "Well don't just stand there, say hi for once in your life." He joked. 

Twilight rolled her eyes and nudged him with her wing. Everyone was happy to see each other. Tails and Tony were talking, Rarity was admiring Amy's new look, Applejack and Knuckles bumped fists/hooves, Pinkie was annoying Shadow, everyone was talking. 

Steve then walked over to Twilight, "Your highness. It's good to see you again." 

Twilight smiled and nodded, "Likewise, Cap. But you don't have to call me that. Just call me Twilight." 

Steve chuckled, "Okay.....Twilight." 

After a few minutes, Twilight cleared her throat and got everyone's attention, "Okay everybody. If you would follow me into the castle and I'll show you all to your rooms." 

As she led everyone to the castle, Sonic sped up and walked side by side with Twilight. 

"You look good, Twi." 

Twilight blushed and giggled. 

"Thanks, Sonic."
> The Friendship United Festival (Part 2)
> --------------------------------------------------------------------------

 

"Tell me, Doctor. How exactly does this reactor operate?" M.O.D.O.K asked the egg shaped man. 

Eggman chuckled as they made their way to a lift, "It's very simple. The Convergence Reactor needs a source of unlimited power to function. What better power source is there other than the Infinity Stones? Once they are placed within the reactor, the reactor will lock onto the unique frequency of Mobius and Equis. When that happens, the show will begin and our plan will have been a complete success." 

M.O.D.O.K smiled, "And once the plan has been enacted, this world will be under the rule of A.I.M!" 

"And the Eggman Empire!" Eggman added as they got on the lift. 

As the lift raised them up, the multiple scientists and robots stopped working and moved away from the reactor. Once the lift reached the top, the two villains walked/floated towards a computer console where two robots were waiting for them. 

 

"Orbot, Cubot! Report!" Eggman ordered. 

Orbot hovered over to his master, "Everything seems to be in order, boss. Everything is operational." 

Eggman smiled as he walked over to a nearby power cell. He then placed the six Infinity Stones inside the cell and closed the glass to contain the Infinity Stones. Eggman then walked over to the computer console and typed in some commands. Eggman then slammed his fist on a red button, bringing the reactor to life. The power cell began to light up as the Stones powered it with their immense power. 

The reactor began to light up with Multiversal Particles. While M.O.D.O.K looked intrigued, Eggman smiled evilly. 

"From this moment on, everything will change." 

(End song) 



 

The doors to Canterlot Castle opened up as The Avengers, the Mobians, and the Mane 6 all walked in. As they walked through the castle, Tony couldn't help but whistle in amazement. 

"Wow. I have GOT to get me one of these." 

Natasha rolled her eyes, "Just what we need. A castle with your name on it." She quipped with a smirk. 

Tony turned his head to Natasha, "I'll have you know that a castle with my name on it would attract attention, thank you very much." 

"Good attention, or bad attention, Tony?" Sonic asked with a smile on his face. 

The billionaire shrugged, "Eh, could go either way." 

Thor chuckled and looked at Twilight as they walked, "I must say, Princess Twilight. This is a very fine castle indeed." 

Twilight giggled, "Thank you, Thor. And please, call me Twilight." 

Thor nodded, "As you wish." 

"I could get used to this." Knuckles commented. 

Applejack smirked, "Don't get too comfortable now. Ya still owe me a hoof wrestle." 

"Heh, you're on." 

As they all walked, Shadow looked to Steve and said, "Captain." 

Steve nodded to the Hedgehog, "Shadow. How's things on Mobius?"

"Been relatively quiet. Ever since the Doctor was arrested on Earth, we've found some sort of peace." 

Steve smiled, "I'm happy to hear that." 

Before Shadow could respond however, they were both interrupted by Pinkie, who suddenly appeared in between them, "OHMYGOSH!!! I GOTTA PLAN YOUR 'WELCOME TO EQUIS' PARTY!!!" 

She then zoomed off, leaving both the Captain and the Ultimate Lifeform confused. 

Shadow face palmed, "I'll never get used to that." 

As everyone else got to talking, Sonic walked up to Twilight. They both smiled at one another, "So, how've you been?" Sonic asked. 

Twilight shrugged, "Busy. What with all the negotiations and planning this festival, I've had my plate full with royal duties. What about you?" 

"I've been good. But it's been a bit boring without Egghead, but it's nice to just run around the world without anything bothering me." 

Twilight smirked, "Still energetic, I see?" 

"Still an Egghead, I noticed." 

Twilight smiled as she looked away, a blush tinting her cheeks. What was going on with her? This hasn't happened before. Well, except every time she was around Flash Sentry. But she only felt like that when..... 

NO! She quickly shoved those thoughts out of her head. 

As they walked up the stairs, Rarity was practically gushing over Amy's new look. 

"Darling, you look stunning!" 

Amy giggled, "Thanks. I just got it done as well." 

"Oh, you have to let me make you some dresses. We cannot let this opportunity go to waste!" 

As they talked, Rainbow flew over to Sonic and Twilight. 

"So, blue boy. You up for another race?" 

Sonic chuckled, "Sure, but only if you wanna get your tail kicked." 

"We'll see. I've gotten faster!" 

Sonic shrugged, "That ain't gonna help ya." 

"Don't matter. I'm still awesome!" 

Suddenly, her mouth was webbed shut, causing Sonic to burst out in laughter. Peter walked passed Rainbow, who was struggling to get the webbing off. 

Peter and Sonic both high fived. 

"Nice shot, Pete." 

"You know it!" Peter replied. 

Twilight giggled. She enjoyed it when Peter and Sonic were hanging out. It was always a barrel of laughs. The group then walked through a set of doors where Celestia and Luna were waiting for them with smiles on their faces. 

"Welcome to Equis, Everyone!" Celestia greeted. 

Steve smiled, "Happy to be here." 

"Yeah! I wouldn't miss coming here for the world." Sonic added. 

Luna turned to Shadow, "I'm surprised you even turned up, Shadow." 

Shadow scoffed, "I'm only here representing G.U.N." 

Sonic and Peter rolled their eyes, "Sure you are." They both said in unison. 

Shadow folded his arms as Tony cleared his throat, "Well, I don't know about any of you, but I'm starving." 

Celestia smiled, "Luckily for you, Mr. Stark, lunch has been made and is waiting in the dining room. Shall we?" 



 

"Shitshitshitshitshitshitshitshitshit!!!" 

Peter piloted the Milano with extreme difficulty. The Milano swayed left and right to avoid the various laser blasts being shot from the Sanctuary ll. 

Drax frowned and removed his daggers from his belt, "Cease this retreat, Peter Quill! The Titan shall be slain by my hand!" 

Gamora unsheathed her sword, "Get in line." 

Rocket gawked at the two, "ARE YOU BOTH OUT OF YOUR FLARKING MINDS?!" 

"I am Groot." 

"UNLIKE THSES TWO, I'D RATHER STAY ALIVE THAN VOLUNTARILY WALK TO MY DEATH!!!" 

Quill grunted as he moved the ship away from another laser blast, "WILL YOU GUYS SHUT UP?! WE'RE NOT TAKING ON THANOS AND HIS ENTIRE FLEET!!!" 

"I am Groot." 

Rocket nodded, "What he said." 



 

 

On board the Sanctuary ll, one of Thanos' top lieutenants walked through the Throne Room doors and approached the Titan sitting on his throne. 

 

Ebony Maw kneeled before his master. 

"Sire, we have identified the vessel as the Milano. Those retched Guardians of the Galaxy are within our grasp. As is your daughter, Gamora." 



Thanos smiled as he rose from his throne. 

"Kill them, but bring me Gamora." Thanos commanded. 

Maw nodded as he stood up, "As you wish, sire." 

As Maw walked out of the Throne Room, Thanos sat back down atop his throne and smiled evilly. 

(End song) 



 

Loki appeared in a whirl of green fire in Central Park. All of the civilians looked at the God in confusion and fear. Loki smiled as he addressed his would be subjects. 

"MY SUBJECTS!!! YOUR MASTER HAS RETURNED!!! AND I BRING GIFTS!!! LET IT BE KNOWN THAT FROM THIS MOMENT ONWARDS, MIDGARD IS UNDER MY RULE!!!" 

Loki then looked down at the Casket of Ancient Winters and smirked. 

"As you mortals say. Let it snow." 

Loki then opened the Casket of Ancient Winters. An explosion made out of ice and snow burst out of the casket and spread all around New York. Buildings were frozen solid, cars were tipped onto their sides, an endless snow storm covered all of New York. 

As all of this was going on, Loki couldn't help himself. 

He laughed. 

"KNEEL BEFORE ME!!! KNEEL BEFORE LOKI, THE GOD OF MIDGARD!!!" 



 

Eggman laughed in victory as the Convergence Reactor was powering up. 

As M.O.D.O.K and the lackey bots looked on in amazement, Eggman typed in the coordinates and locked onto Equis' and Mobius' frequency. Eggman smiled as both frequencies were locked on and appeared on the monitor in front of him. The room lit up from the power that the reactor was displaying. 

Eggman's hand then hovered over the button to change everything. 



 

The Mane 6, The Avengers, and the Mobians were laughing as they ate their meal. Pinkie continued to annoy Shadow, Sonic, Peter, and Twilight were catching up, Tails, Bruce Banner and Tony were chatting, Knuckles and AJ were hand/hoof wrestling, Hawkeye and Natasha were laughing at Rainbow, who was still struggling to remove the webbing from her mouth, Amy, Rarity, and Fluttershy were talking as they ate their meal. 

Thor and Steve were chatting with Celestia and Luna, sharing old storied with one another. 

"As God said...." 



 

New York civilians were running from the snow storm that was engulfing the entire city. 

J. Jonah Jameson hid under his desk as the window behind him shattered due to the snow storm passing by. 

Loki laughed as his plan was unfolding. 

"When he created the universe...." 



 

The Milano swerved left and right, avoiding the multiple lasers being fired from the Sanctuary ll. Multiple Chitauri attack ships flew from the Sanctuary ll, making their way to the Milano. 

Peter gave it his all while Rocket was running out of the room, screaming. 

Gamora and Groot yelled as they tried to hold Drax back from jumping out the window to face the army chasing them. 

Sweat dripped down Peter's forehead as he gritted his teeth. 

"When he created everything...." 



 

Eggman turned to M.O.D.O.K and smiled. 

"Let there be light." 

Eggman then slammed his hand on the button. The reactor hummed as the Multiversal particles spun at an impossible speed. Before anyone could say anything, the entire base was engulfed in a white light. 



 

As Quill flew away from the Sanctuary ll, he arched an eyebrow when he saw a bright light approaching him. 

"What the hell is...." 

He never finished that sentence as the entire Milano and the Sanctuary ll were engulfed in the white light. 



 

As Loki turned around, he smiled when he saw a white light approaching New York. 

"And so it begins." 

The entirety of New York was engulfed in the light. 



 

As Nick Fury and Maria Hill ran through the hallways of the Triskelion, the S.H.I.E.L.D Agents behind them were being engulfed in a white light. 

Before either of them knew it, they too were engulfed in the white light. 



 

As everyone laughed, Peter's Spider-Sense went crazy all of a sudden. He turned around, confusing everyone present. 

"Pete?" Sonic asked. 

"What's wrong?" Twilight added. 

Before any of them knew it, Peter Parker was engulfed in a white light. They all shot up form the table, but they too were engulfed by the light. 



 

Everyone in Station Square ran for their lives as the entire city was being engulfed in a white light. 

But no one could out run it. 

They were only delaying the inevitable. 



 

In between the barriers of the Multiverse, The Watcher felt a disturbance. He knew this was coming, but he had hoped that he had a little while longer to prepare. He sighed as his head fell. 

"It has begun. The fight for everything. I can only hope that they are strong enough to save everything they know. From this moment forward, nothing will be the same."
> Convergence (Part 1)
> --------------------------------------------------------------------------

Dust covered her already blurry vision, she blinked once, her vision didn't clear up. It took a few blinks before her eyes adjusted. 

"TWILIGHT!"

She heard a voice, well she was assuming it was a voice, but her ears were ringing. She was struggling to hear anything. 

"TWILIGHT!"

There it was again. The ringing was starting to die down as her vision became clear. 

"TWILIGHT!" 

Her eyes snapped open as she sat upright, panting heavily. She looked around the room frantically, dust and tiny bits of rubble falling down from the ceiling. She turned her head and saw Spike, who had been calling out her name. 

"S-Spike?! W-w-what's happening?" Twilight asked frantically. 

Spike was sweating, his scales were covered in dust, he was panting heavily, "I-I don't know! One minute we were having lunch, and then the next a giant light swallowed us up!" 

"Ugh." 

They both turned to see Sonic sit up, shaking his head to get the dust out of his quills. 

Twilight got up, still shaking and limped over to Sonic, "Sonic? Are you okay?" 

Sonic rubbed the back of his head and looked at the Alicorn, "Yeah....I'm good. What about you two?" 

Spike dusted himself off, "We're alive. That's what counts." 

Twilight exhaled, "I'm okay. Where is everyone?" 

Spike's eyes then widened as he pointed behind them, "G-guys!" 

They both turned and saw three blue lights, two side by side and one beneath them. Sonic got to his feet as Twilight crouched down, lighting up her horn. But they both felt relief when the lights stepped forward, revealing a familiar friend. 

 

Sonic, Spike, and Twilight sighed in relief. 

Iron Man stepped forward, "You guys okay?" 

Twilight smiled, "We're okay, Tony." She then studied his new armor with her eyes, "Nice suit." 

"It's Nanotech. This is only the first model." His helmet then retracted, revealing the face of Tony Stark, "Now, can anyone explain to me what the hell just happened?" 

Sonic shrugged, "Wish we could tell ya, Tony." 

Tony sighed as he placed his hands on his hips, "Okay, we should regroup with the others." Tony then raised his right arms and spoke into his gauntlet, "This is Tony, anyone read me?" He only received static as a response, "This is Tony Stark, anyone copy?" Again, only static. He sighed as he looked at the others, "No good." 

"We should probably regroup at the entrance." Twilight suggested. 

"Good idea. It's the best place to get our bearings." Sonic agreed. 

Tony nodded as his helmet reformed around his head, "Let's move." 

Tony turned and raised his left arm, his palm lighting up to give them a source of light. The others stayed behind Tony as they followed him. There was just one question on everyone's minds. 

What the hell happened? 



 

Shadow and Captain America tipped a fallen pillar out of their path as they moved. They were not alone however, as Natasha Romanoff, Amy Rose, and Rarity were following behind them. Shadow and Steve managed to find one another and ran into Natasha and the others, who found each other after they had woken up. 

"Any idea as to what happened here?" Shadow asked Steve as they walked side by side. 

Steve exhaled and shook his head, "No idea." 

"Ugh, this is just DREADFUL! My mane is all ruined and my coat is covered in dust! Of all the things that could happen, this is the Worst. Possible. THING!!!" Rarity whined. 

Natasha rolled her eyes as she turned to Amy, "How're you holding up?" 

Amy turned to the spy as they walked, "I'm doing fine. I'd imagine that we've both been through worse, right?" 

Natasha nodded as Shadow raised his arm to the sky. His hand was then engulfed by a green flame, giving them a source of light. 

He turned his head to the group, "We need to keep moving." 

"Shadow's right. We have to get to the entrance to see if we can find anyone else." Cap added. 

They all nodded and continued forward, hoping that they would find the others. 



 

Knuckles and Applejack destroyed a piece of rubble blocking their bath with their mighty strength. As they both walked forward, they failed to notice the falling rubble about to hit them. They both suddenly felt something sticky latch onto their backs and they were pulled back all of a sudden. 

As they landed on their backs, the rubble fell to the ground. They both sat up, realizing that they would've been crushed. They turned their heads around to see Spider-Man, Fluttershy, and Tails approaching them. 

Knuckles and AJ got back to their feet/hooves, "Phew, thanks for the save there." AJ thanked the Wall-Crawler. 

Peter nodded, "You would've done the same for me." 

"W-we're just g-glad you're both o-okay." Fluttershy said, clearly frightened by what's happened. 

Tails placed a hand on Fluttershy's back and smiled, "It'll be okay, Fluttershy. We just need to find a way out of here." 

Knuckles used his thumb to point behind him, "We were heading toward the entrance to see if anyone else was there." 

Peter smiled under his mask, "Sounds like a plan to me." 

"It's the best place to start." Tails agreed. 

"Alrighty then. Let's move our tails, ya'll." Applejack said as she led the group through the castle. 



 

Thor moved a fallen column off of his back with his mighty strength and stood up, looking around at his surroundings. He frowned at the destruction, who ever did this shall feel the might of Thor. 

"Thor!" 

The God of Thunder turned to see Rainbow Dash, Pinkie, and Hawkeye running towards him. 

Thor smiled as he said, "Friends! Tis good to see you all safe." 

Rainbow smirked and flew over to him and bumped him on his shoulder with her hoof, "Just glad to see you safe, ya big lug." 

"Yeah! Now we just have to find everypony else and then we can have a 'We Survived A Bright Light' Party!" Pinkie exclaimed as she bounced around. 

Hawkeye chuckled at the mare's antics, "We should get to the entrance, that way we can--" 

"ROOOOOOAAAAAAARRRRRRR!!!!" 

Both Thor and Clint's eyes widened. They knew that roar and it wasn't good. Suddenly both Celestia and Luna crashed through the wall to their left and landed in front of Clint and Thor. 

"CELESTIA! LUNA!" Both Rainbow and Pinkie exclaimed in worry as they galloped over to the fallen sisters. 

Thor tightened his grip on Mjolnir as his eyes sparked with lightning while Hawkeye pulled out his bow. 

"You've gotta be kidding me." Clint said as he aimed his bow. 

It was then that a pair of green eyes were seen through the dust, both of them squinting as a beastly growl was heard. 



 

Iron Man blasted the final piece of rubble blocking their path with a Repulsor Blast. Tony led the group and made it to the entrance. 

Spike sighed in relief, "We made it." 

Tony chuckled, "Was there ever any doubt?" 

Twilight rolled her eyes while Sonic chuckled.  

"I'm glad you're safe." 

Twilight's eyes widened. She turned her head to see Sonic, who was giving her a kind smile. Twilight blushed as she giggled in embarrassment. 

"I-I'm glad you're safe too." Twilight replied. 

Sonic chuckled and placed his arm over Twilight's neck. Spike smirked at the scene as Shadow and his group made it to the entrance. Tony and the others turned to the new arrivals and smiled as they approached one another. Twilight and Rarity galloped to one another and hugged, Amy and Sonic doing the same. 

Shadow crossed his arms as Romanoff and Steve walked to Tony. 

"What's the sitrep, Cap?" 

"I was kinda hoping that you would know." Steve replied. 

"Sir?" 

Tony's eyes widened as he heard the voice of J.A.R.V.I.S, but it was surrounded by static.

"J.A.R.V.I.S?" 

The A.I's voice became clearer as he spoke, "Sir, there may be a slight problem." 

Tony was baffled, "Okay, let's just run it back for a sec. How are you talking to me exactly?" 

"GUYS!" 

Everyone turned to see Peter and the others run towards them. 

"Pete! It's good to see you guys safe!" Sonic said to his friend. 

Peter sighed, "Figures that I couldn't get a single vacation. It's the Ole Parker Luck, I swear." 

"Anybody have a single clue as to what's going on?" Knuckles asked. 

Tony raised his hand to the group, "Hang on a sec, guys. J.A.R.V.I.S, what are you talking about? What's going on?" 

Peter arched an eyebrow under his mask, "J.A.R.V.I.S?" 

Suddenly, Thor crashed through the walls of the castle and landed outside, startling everyone. 

"THOR!!!" Cap exclaimed as they all ran outside to check on their friend. 

They all gathered around Thor as he got back up. 

"Thor, what happened?" Shadow asked. 

"RUNRUNRUNRUNRUNRUNRUNRUN!!!" 

They all turned to see Pinkie, Hawkeye, and Rainbow Dash all running/flying out of the castle. 

"What in tarnation?!" Applejack exclaimed. 

"Rainbow Dash, Pinkie, what's happening?" Twilight asked. 

"ROOOOOOAAAAAARRRRR" 

Suddenly, the two sisters were launched out of the castle, battered and beaten. As they skidded across the ground, a green behemoth leaped right out of the roof of the castle and landed right in front of the group, launching up dust where he landed. 

As the dust cleared, a green monster was revealed to the group, snarling angrily. 

 

Hulk was not happy. 

Everyone's eyes widened in either fear or shock. There was an evident silence as Hulk snarled in anger. 

The silence was broken by none other than Tony Stark, "You've gotta be shitting me." 



 

Eggman groaned in pain. His head hurt, his back hurt, basically everything hurt. He sat upright, rubbing the back of his head, "I feel like I got rammed by a moving truck." 

He turned his head to see Orbot and Cubot hover towards him. Not only that, but he saw M.O.D.O.K disable a shield that he had placed around himself. 

Eggman frowned, "And you didn't give me a shield because....." 

M.O.D.O.K smirked, "You were too far away." As Eggman grumbled, M.O.D.O.K floated over to the egg shaped man, "I assume everything went according to plan?" 

Eggman got to his feet and turned to Orbot, "Orbot, report!" 

Orbot hovered over to the console and typed in a few keys before turning to Eggman, "Everything went smoothly, boss." 

Eggman grinned, "Excellent. Now that the convergence has been completed, we can use the Stones to--" 

"They're gone." 

Eggman and M.O.D.O.K's eyes widened as they turned to Cubot. 

"Pardon?" 

"Those Stone thingies. They're gone." Cubot reported. 

Eggman's jaw practically fell to the floor, "Wha-WHAT DO YOU MEAN THEY'RE GONE?!" 

Cubot shrugged, "They're just gone." 

Eggman growled and stomped over to the Power Cell, shoving Cubot out of the way as he stomped passed him. Eggman opened the glass containment and dug around in there before backing away from the Power Cell. 

Eggman sighed, "He's right. The Stones are gone." He then turned to M.O.D.O.K with a smile on his face, "But not all of them." 

The Reality Stone floated in the palm of Eggman's hand. 

M.O.D.O.K smiled, "A minor setback. We'll just send out multiple search parties to find the other Stones." 

"And with the Reality Stone our army will be limitless." Eggman said with an evil smile. 



 

Iron Man bounced across the concrete before crashing into a nearby food stand. Tony shook his head before he activated his thrusters and flew towards Hulk, firing blast after blast from his hands. Hulk blocked the blasts with his forearm before backhanding Tony away again. 

Rainbow flew towards Hulk, but the green goliath grabbed her tail as she was flying by and slammed her onto the floor. Shadow boosted forward and punched Hulk in the gut, but it didn't do much as Hulk roared in anger and slammed his hands together. 

His Thunder Clap sent everyone back and landing harshly on the floor. 

Hulk roared once more but was suddenly held in place by Twilight's magic, preventing him from moving. As Hulk struggled to break free, Thor took this opportunity to throw his hammer directly at Hulk. Mjolnir hit Hulk right in the cheek and sent him flying across the air before landing on the ground. 

Sonic sped towards Hulk as Spidey webbed him up, preventing him from getting up. Sonic jumped into the air and curled into a ball. He then hit Hulk in the chest with a Homing Attack multiple times. Hulk roared angrily and broke free of the webbing. As Sonic went for another Homing Attack, Hulk grabbed the blue blur and threw him into Twilight, knocking them both down. 

Tony rubbed the back of his head as he stood up. 

He turned his head as Cap ran up to him, "Got any ideas?" 

"Nadda." 

"Sir, I have deployed V.E.R.O.N.I.C.A. She is en route." J.A.R.V.I.S informed. 

"Wait a second, how is--" 

"ROOOOAAAARRR!!!" 

"Nevermind." 

As Hulk ran forward, a giant figure fell from the sky and landed right in Hulk's path. Tony took this chance to fly forward and climb into the back as it opened up. Hulk roared as the suit came to life. 

 

"Alright everybody, stand down." Tony said to the group, telling them to back off. He then raised his right hand to Hulk, "You listening to me? You're not a monster. You're a genius. You're Bruce Banner." 

"ROOOOOOAAAAAARRRRR!!!" 

Tony's eyes widened, "Right, right, don't mention puny Banner." 

Hulk charged and shoulder charged the Hulkbuster into a wall. Hulk roared as he went for another hit but Tony fired a Unibeam blast from his chest, sending Hulk flying across the sky until he landed on the ground, forming a crater where he landed. 

As Hulk got back up, Tony flew over and grabbed his face and slammed him into the ground, dragging him through the concrete as he flew. He then threw Hulk and fired two missiles from his shoulders, both of them hitting Hulk before he hit the ground. 

As Hulk got back up, Tony flew over him and grabbed hold of him from behind him, restricting his movement. Twilight and Rarity both lit up their horns and held Hulk in place with their magic. As Hulk struggled to break free, Cap walked up to him with a serious look on his face. 

"Stand down, soldier. That's an order." Cap ordered. 

Hulk roared in his face in response, but Cap was having none of that. 

"I SAID STAND DOWN, SOLDIER!!!" 

Somehow that managed to get through to Hulk as he panted heavily, his eyes no longer glowing green. 

"Cap?" Hulk asked as he calmed down. 

Cap nodded as he smiled, "Welcome back, big guy." 

Tony, Twilight, and Rarity released Hulk as he exhaled, finally calm. Everyone sighed in relief, now they could all focus on what was going on. 

"Say, J.A.R.V.I.S? How're you here? You're meant to be back on Earth." Tony said to his A.I. assistant. 

"But, sir. You are on Earth." 

Tony's eyes widened in surprise, "What the hell are you talking about?" 

"Let me show you." 

A map of Earth then appeared on Tony's HUD. As he looked at it, his eyes widened in shock and amazement. 

"Holy shit." 

Twilight looked confused, "What is it, Tony?" 

"Okay, don't freak out. But I think that somehow...…our worlds merged together." 

Everyone's eyes widened in shock at this revelation. 

Rainbow however looked confused, "Huh?"
> Convergence (Part 2)
> --------------------------------------------------------------------------

"Okay, hang on a second, our worlds have MERGED? What the hay does that mean?" Rainbow asked Twilight, who's eyes were the size of pinpricks. 

The Alicorn turned to the rainbow maned Pegasus with a shocked look on her face, "R-Rainbow....Our three worlds have formed into one universe." 

Rainbow still looked confused. 

Twilight sighed, "Dash, someone has taken our three separate universes and merged them together. We're not only on Equis, but we're also on Earth AND Mobius." 

It was then that Rainbow's eyes widened in realization, "So...what you're saying is that Earth, Equis, Mobius....they're all in the same universe?" 

Twilight nodded. 

Rainbow let the realization hit her as she floated down and landed on the ground. 

"Woah." 

"How exactly did this happen?" Sonic asked Tony. 

"I have no idea, but I could figure it out. All I need to do is get to Stark Tower and I could try to find out what happened." Stark replied. 

"I have already dispatched a Quinjet to your location, sir. It should be there soon." J.A.R.V.I.S informed the billionaire. 

"What about Celestia and Luna? We can't just leave them here, they need help." Tails said to the group. 

Cap stepped forward, "We'll take them with us. They can recover in the med-bay in Stark Tower." 

Applejack stepped towards Cap with a determined look on her face, "Now hang on an apple buckin' minute. Don't think that ya'll are doin' this alone!" 

"Yeah! I mean, there wouldn't be much of a story if we didn't come with you." Pinkie added. 

"This is our fight too. We're coming with you." Twilight finished. 

Steve smiled at the group of Ponies, "You girls have a lot of guts," he turned to the Mobians, "What about you guys?" 

All the Mobians nodded and smiled, sans Shadow, who merely nodded. 

Sonic gave Cap a thumbs up, "Another chance to go on an adventure? No way am I passing that up!" 

Cap then turned to his team, "What do you guys think?" 

Each member of The Avengers looked at one another before turning to Cap. 

"We need all the help we can get." Natasha stated. 

Cap then turned to Spider-Man, "And I assume that you're in as well?" 

Peter folded his arms, "Wouldn't miss it, Cap." 

Cap then turned to the Mobians and Ponies, "Alright then team, let's move out!" 

They all turned and looked into the sky to see the Quinjet flying towards them. 

"Here we go again." Twilight thought to herself as the Quinjet approached. 



 

"Ugh, what the hell happened?" 

Peter Quill lifted himself to his feet with the help of his chair. He rubbed his head as he looked around the Milano, watching as all the other Guardians of the Galaxy woke up. 

"Peter Quill, did we "Get Hammered" as you say last night?" Drax asked as he got to his feet. 

"No, I don't think we did." Gamora replied as she stood up. 

"Grah, my skull's ringin' like a bell!" Rocket complained. 

"I am Groot?" Groot asked Quill, who was still a little dozy. 

"Well, last thin I remember was getting chased …by....." Peter's eyes widened as he quickly got into his seat. 

He then quickly looked at the map on his HUD to see if the Sanctuary ll was still behind them. He breathed a sigh of relief when no enemy blips appeared on the map. 

"Okay, we're clear. Thanos isn't chasing us." 

Rocket folded his arms, "That still doesn't explain what the flark happened, Quill." 

"There was a bright light. Bright light's usually signify death. Are we dead?" Drax asked. 

Gamora pinched the bridge of her nose, "No, we're not dead, Drax. But that does beg the question. What the hell was that light?" 

"I am Groot?" 

Rocket slapped his forehead, "Didn't we JUST establish that we're NOT dead?!" 

Drax folded his arms, "How are we to know if we are dead or alive?" 

Rocket turned to Drax, "Are you dumb? We're not dead!" 

Drax arched an eyebrow, "How do you know?" 

"OH FOR PETE'S SAKE!" 

"GUYS!!!" Everyone turned to Peter, who had a confused look on his face, "Why does the map look different?" 

Confused, they all walked over to Peter and peaked over his shoulders to look at the map. Everyone's eyes widened when they saw new planets and solar systems that one, they had never heard off, and two, that were not there before. 

"What the flark?!" 



 

Two Chitauri Soldiers walked into Thanos' Throne Room behind Ebony Maw, both holding Chitauri Rifles in their hands. 

 

All three of them kneeled before their master, who rose from his throne and walked down the steps with his hands behind his back. 

"Report!" Thanos commanded. 

Maw stood up and addressed his master, "Sire, it appears that the anomaly that we encountered during our chase with the Guardians teleported us further away from Earth. It will now take twice as long to reach Earth." 

Thanos frowned as he glared at Maw, causing him to gulp in nervousness. 

"This development displeases me, Maw!" 

Maw raised his hands defensively, "B-BUT THERE IS GOOD NEWS, SIRE! Thanks to the scans that were picked up by our scanners, we now know that it was all six Infinity Stones that caused the anomaly. In doing so, they scattered across the planet Earth. It's not doubt that those heroes will search for the Stones, when they find them all--" 

"I can take them all at once." Thanos finished with a smile, "I want an update every few hours, Maw." 

Maw bowed to his master, "Of course, sire." 

Thanos then returned to his throne and sat down, "When I'm done, half of humanity will still exist. Destiny SHALL arrive. Everything will be perfectly balanced, as all things should be." 



 

As the Quinjet flew through the air, Dr. Bruce Banner, now returned to normal, was checking on Celestia and Luna's vitals as they lay rest on the bench. Luckily they had a medical set up installed in the Quinjet for such an emergency. Bruce sighed as he walked away and sat down next to Natasha, his head bent down. 

To say that Twilight was shaken up would be an understatement. How could this have happened? Everything was going so well. Everything was perfect. Everyone was happy. Why did this have to happen? How could things have gone so wrong so fast? 

She was snapped out of her train of thought as Sonic sat down beside her. 

"How're you holding up?" Sonic asked with concern evident in his voice. 

Twilight sighed and looked at the azure Hedgehog with a sad expression, "A little shaken, but I'll manage." 

Sonic looked concerned, "What's wrong?" 

"Everything was going so well. Everyone was happy. Everybody was laughing and connecting with one another. But now it's ruined. Somehow our worlds have combined and innocent creatures are either hurt or worse. To think that I deluded myself into thinking that everything was going to be okay." 

Sonic placed a comforting hand on her shoulder, "Sometimes things don't go as planned. But you just have to power on through, don't let anything keep you down." 

Twilight chuckled a little, "How do you always stay so optimistic?" 

Sonic shrugged, "Because if we lose hope, we let the bad guys win." 

The two smiled at one another. Twilight's heart was racing, did she really feel this way about her friend? COULD she? Was it right or wrong? Did he feel the same way? What if this broke their bond? She couldn't risk it. She WOULDN'T risk it. But she'll have to tell him eventually. Maybe when all of this is over? 

Her train of thought was broken when Pinkie shouted, "LOOK!!! IT'S SNOWING!!!" 

Thor's eyes widened as he walked up to the cockpit and gazed out the window. 

He frowned at what he saw. 

"This is not natural snow." 

It was then that everyone gazed upon New York, covered in ice and snow. An endless snowstorm covering the city. Thor looked downward and frowned even more at what he saw walking below them. 

 

"Frost Giants." Thor sneered as they flew over the city. 

But before they could continue further, a red blast hit the wing of the Quinjet. 

Everyone gasped and held on tight to whatever they could. 

"HOLD ON TO SOMETHING!!!" Tony shouted as he piloted the Quinjet, no longer in the Hulkbuster armor. 

The Quinjet spun several times as it descended to the earth below. Tony tried with all his might, but he couldn't prevent the crash that soon followed. The Quinjet slid across the frozen street and finally came to rest in the middle of the road. Everyone groaned in pain as they stood up. 

"No movie AND a bad landing? Remind me never to fly with this airline again." Peter joked to lighten the mood. 

Cap walked over to the bay door and opened it by pulling a switch to his left. 

Once the door opened everyone on the Quinjet, sans Celestia and Luna, who were still unconscious, stepped out of the Quinjet. Amy held herself as she shivered from the cold, the Ponies doing the same. 

"What the hell hit us?" Asked Hawkeye, who readied his bow. 

Suddenly, a loud step was heard to the right of the group. They all turned and saw a war suit walking right towards them. 

 

Thor glared at the approaching suit. 

"Uh, what they hay is that?!" Applejack asked as she took a step back. 

Thor tightened his grip on Mjolnir, "The Destroyer." 

Thor then raised Mjolnir into the air and shot a bolt of lightning into the sky. The lightning shot back down, the electricity surrounding Thor as his Asgardian attire replaced his civilian attire. 

 

Thor turned to his friends with a sour look on his face, "Friends. I believe I know who is responsible for this endless winter." 

Tony's armor formed over him as he aimed his Repulsor Rays at The Destroyer, "I'm gonna take a wild guess and say it's your brother?" 

"Brother?!" The Ponies and Mobians shouted in unison. 

Thor frowned as he held a firm grip on Mjolnir. 

"Loki."
> An Endless Winter (Part 1)
> --------------------------------------------------------------------------

 

Thor threw Mjolnir at The Destroyer with extreme force. The Destroyer simply backhanded it away as it continued to walk towards the heroes. Sonic and RD got right into action as they sped up towards the approaching war suit. Rainbow spun around the mech in an attempt to blind it so Sonic could get the chance to attack. 

Sonic jumped into the air and curled into a ball. He then reeved until he had enough speed and tried hitting The Destroyer with a Homing Attack, hoping it would at least make the suit stumble. But those hopes were short lived as The Destroyer grabbed Sonic, who was still curled up, and threw him at just the right moment, hitting Rainbow, causing them both to be sent crashing onto the icy road. 

Hawkeye drew back an arrow and fired as Shadow, Twilight, and Cap ran forward towards The Destroyer. The arrow hit the suit's leg and encased it in foam, haltering its movement. Shadow threw multiple Chaos Spears while Twilight fired a magical blast from her horn. Both attacks did nothing as the suit broke out of the foam and continued walking forward. As Cap ran towards The Destroyer, the suit reeled back a fist and threw a punch, which was blocked by Cap's shield. 

Knuckled used this opportunity to glide towards The Destroyer. He then punched The Destroyer in the face plate. Knuckles was shocked when nothing happened. The Destroyer then opened up its face plate and shot Knuckles with a red laser beam, sending the Echidna flying through the air. 

Before Cap could react, the suit kicked Steve in the chest, sending the First Avenger sliding across the icy road. Thor held out his arm and called back Mjolnir. The Asgardian then flew forward and struck The Destroyer in the face pate, actually managing to make the suit fall to one knee. 

While Thor was dealing with The Destroyer, Tony turned to the rest of the group, "I want all the heavy hitters to give that suit everything you've got! Everyone else, take the two Alicorns and get to Stark Tower! Let's move it!" 

While Peter, Tails, Spike, Fluttershy, Amy, Rarity, Natasha, Clint, and Pinkie went to the fallen Quinjet to get Celestia and Luna, Tony nodded to Banner, to which the scientist responded by taking off his glasses as his eyes turned green. 

Thor managed to get in a few good hits on The Destroyer, the suit eventually had enough and opened its face plate, hitting Thor with a laser beam. The suit turned to see Sonic, RD, and Shadow making their way towards it. The Destroyer fired another laser. 

The three speedsters' eyes widened as they quickly diverged from each other to avoid the laser. As Sonic skidded to a stop, he saw Knuckles and Applejack running towards The Destroyer in hopes of doing some damage. But the suit simply backhanded them into a frozen car. 

As Knuckles got up, he said, "Man, he's tough." 

"Tell me about it." AJ replied. 

Tony took to the air and fired a Unibeam at the suit, knowing it wouldn't do any damage, but hopefully it would distract it. 

Looks like Tony's plan worked as The Destroyer turned to the Iron Avenger and readied another laser beam. It would have fired had it not been for Hulk, who shoulder charged the suit, sending it sliding across the icy road. Hulk roared and charged again. 

As The Destroyer recovered, Hulk punched the suit in the torso, causing it to keel over. Hulk then used that moment to punch the suit in the face plate. Before Hulk could strike again, The Destroyer backhanded Hulk away. The suit would have continued to move but thanks to Twilight, who had a magical grip on it, it couldn't move. 

Thor roared as he flew to the suit and sent it into the sky with a hit in the chin by Mjolnir. As the suit rose into the air, Tony put his thrusters to full power and grabbed The Destroyer and flew towards the ocean. Before The Destroyer could do anything, Tony fired a Unibeam, sending The Destroyer soaring across the sky and landing in the frozen sea, sinking to the bottom of the ocean. 

Putting it out of commission. 

(End song) 

Tony exhaled as he turned around and flew back to the others. Once he saw his team, he descended to the ground and landed in front of them. 

"Where is it?" Twilight asked as she stepped forward. 

"Sinking to the bottom of the ocean." Tony replied with a nod. 

Thor approached Tony, "That will keep it down, but not for long. We must regroup with the others at Stark Tower." 

Tony nodded, "Alright then, time for you guys to see my digs." 



 

The elevator doors opened up, revealing Tony Stark, who was out of his suit, and the others. They all walked into the main lounge area where everyone else was waiting for them. It was then that they all noticed that Natasha and Clint were in costume. 

 

 

As Sonic and the others went to talk with their friends, Tony walked over to the bar and poured a glass of Whiskey. 

"Anyone want a drink?" 

Thor approached the bar, "Aye, it is going to be a long day." 

"I'll have some of that." Rainbow said as she flew over. 

Applejack smiled, "Pour me a glass, partner." 

To everyone's surprise, Shadow walked over to the bar as well. 

"Shadow? You drink?" Sonic asked, genuinely surprised. 

Shadow shrugged, "Like Thor said. It's going to be a long day." 

As Tony poured the drinks, J.A.R.V.I.S pulled up a holographic projection in the middle of the room. After setting his drink down, Tony walked over to the holographic projection. 

"How're the Alicorns, J.A.R.V.I.S?" Tony asked as he stood in front of the projection. 

"They are currently in the Med Bay recovering. They should be awake in a few hours." The A.I replied. 

Tony clapped his hands together, "Alright, now we can get started." 

Tony tapped the projection twice before swiping his hand to the left, changing the page of the projection. 

"J.A.R.V.I.S, gimme a scan of any abnormal readings in the world, please." 

The A.I then pulled up some scans on the projection as Twilight and Tails walked over. 

"I just can't get over how advanced your technology is, Tony." Twilight said in awe. 

Tails smiled and nodded, "It really is incredible." 

Tony smirked, "Well, I try." 

All was silent until Tony suddenly spoke up. 

"You know, I could lend you both some of my technology to study when all of this is over." Tony suggested. 

Twilight and Tails' eyes widened at that. 

"Really?" Tails asked. 

"You would do that?" Twilight added. 

Tony smiled and nodded, "Just don't forget to remind me when all of this is over." 

J.A.R.V.I.S then finished scanning and pulled up an image on the projection, "Sir, I've detected cosmic readings from this location." 

The image then zoomed into an open area in the North China Sea. 

Tony squinted his eyes before they widened, "Are those...." 

"Yes, sir. These readings are identical to the readings from the six Infinity Stones." 

Everyone's eyes widened at this revelation, Tony sighed and pinched the bridge of his nose. 

"The Infinity Stones?! But I thought that they were locked up!" Tails exclaimed. 

"Yeah, didn't those S.H.I.E.L.D people have them?" Fluttershy asked. 

Hawkeye exhaled, "Well apparently someone stole them." 

"But-but. But I thought that they were sealed away!" Rarity stated. 

Twilight nodded, "Yeah, the Director of S.H.I.E.L.D said that they were in a box that only an Asgardian could unlock." 

Knuckles stroked his chin in thought, "So how did they get out?" 

"Take a wild guess!" Peter replied to the Echidna. 

"Loki." Thor sneered as he put down his glass. 

Shadow took a sip of his drink before saying, "So Loki caused all of this?" 

Thor shook his head, "No. My brother may be twisted, but not THIS twisted." 

Natasha crossed her arms, "He was obviously an accomplice." 

"But to who?" Amy asked. 

Rainbow nodded as she finished her drink, "Yeah! Who would do something like this?" 

"It was A.I.M." 

Knuckles squealed like a girl and jumped in surprise as they all turned around to see Nick Fury walk out of the shadows. 

Twilight smiled, "Director Fury." 

Nick nodded in response, "Princess." 

Tony folded his arms and smirked, "You know, you should really learn to knock, Fury." 

Sonic looked confused, "I'm sorry, can we run it back? What's A.I.M?" 

Fury walked over to the bar as he spoke, "Advanced Idea Mechanics. They're a technological terrorist organization hellbent on taking over the world." Fury reached the bar and poured himself a drink. 

Tony scoffed, "Oh, sure. Just take my liquor." He mumbled sarcastically. 

Fury took a sip and continued, "A few hours ago, A.I.M broke into the Triskelion and stole the Infinity Stones from our vault. There was an inside agent that gave them everything they needed to take the Stones from right under our noses. But they weren't working alone." 

Clint rolled his eyes, "Yeah, they're working with Loki, we know." 

"Not just Loki. Metal Sonic was there too." 

The Ponies and Mobians' eyes widened, shocked by this reveal. 

"B-but if he was there....then that means...." Pinkie said in a less than cheery tone. 

Sonic clenched his fists, "Eggman's back." 

Tony raised his arms in annoyance, "Can this get any worse?" 

Fury set his drink down and frowned, "It can. You want the good news or the bad news?" 

"Oh....um...the good news please." Fluttershy answered. 

"The Infinity Stones have scattered across the globe." Fury informed the team. 

"In what world is that good news?!" Rainbow asked. 

"Trust me, it's good in comparison to what I'm about to say next." Fury said cryptically. 

Peter sighed, "What's the bad news?" 

"Thanos is coming." 

The room went dead quiet after that. Every single one of The Avengers' eyes were wide open in either shock or fear. The Ponies and Mobians looked confused. 

"Who?" Pinkie asked, but got no answer. 

Tony looked serious, "How long?" 

Fury sighed, "A few days at max. Our friends at S.W.O.R.D have picked up the Sanctuary ll on their scanners. They'll try to hold him off for as long as possible, but it won't be for long." 

Natasha looked at Steve, "You know what damage he could do. If he gets those Stones again--" 

"We're screwed." Tony finished. 

"Okay, hang on an minute! Who's Thanos?" Rainbow asked. 

Once again the room went silent. Who was this guy? Was this THAT serious? 

Tony then spoke up, "Thanos....The Mad Titan.... Cosmic warlord-slash-lunatic, AND Death's boy toy." 

Applejack arched an eyebrow, "Death?" 

"You know, The Grim Reaper? But she's a lady, or a, uh, skeleton lady. It's complicated. Anyway, lover boy here has tried to destroy the universe MULTIPLE times trying to impress her." Tony finished. 

The Ponies and Mobians' eyes were wide open, their eyes the size of pinpricks. 

Twilight turned to Peter, "Is this..." 

"The guy who wiped out half of humanity? Yep." Peter replied. 

"Soooo, let's recap! That mean Eggy-Weggy teamed up with these group of meanies and used the six McGuffin's to merge our worlds into one BIG world and a big meany is coming to wipe us all out!" Pinkie recapped. 

Tony turned to the projection, "J.A.R.V.I.S, I want you scanning the globe for any signs of the Stones. Let me know as soon as you find one." 

"Of course, sir." 

"Question. What are we gonna do about the snow storm outside?" Rainbow asked. 

Cap folded his arms, "We stop Loki, free New York from this endless snow storm, and then we go after A.I.M and Robotnik." 

"S.W.O.R.D is going to keep me posted on Thanos' trajectory towards Earth." Fury said to the team. 

"Sir, I've run a scan of New York and it appears that Grand Central Station is the most guarded area in the city." J.A.R.V.I.S informed the team. 

"That must be where Loki is." Twilight surmised. 

"Then that's where we are going," Cap looked around at his team, "Suit up, it's going to be a long day." 

Nick stood beside Captain America and said, "This'll be the fight of our lives. If we wanna survive this......We do it as a team."
> An Endless Winter (Part 2)
> --------------------------------------------------------------------------

The Quinjet flew across the sky, soaring through the harsh blizzard to reach Grand Central Station. On the ground below, several Frost Giants roamed the streets, smashing cars and light poles. Thor frowned as he flew alongside the Quinjet. He was going to make Loki pay for this, they all were. 

The Quinjet landed in front of Grand Central Station, which was turned into an icy citadel guarded by multiple Frost Giants. The hangar door opened as Thor landed next to the Quinjet. Cap led the other heroes, sans Spike, who elected to stay behind and look after Celestia and Luna, out of the Quinjet as the hangar door closed. 

Thor then let out a mighty battle cry as he flew forward and struck one of the Frost Giants in the face, sending him to the ground. Cap and the others then charged towards the army of Frost Giants and commenced the battle. AJ wrapped her lasso around a Frost Giant's neck, giving Hulk the chance to tackle the Frost Giant to the ground. 

As Hulk relentlessly punched the Giant's face, Shadow fired a Chaos Spear at a Frost Giant's chest as Hawkeye shot an explosive arrow at the icy goon, knocking it down. Pinkie bounced around the Frost Giant, confusing it as Amy snuck up behind it and hit the back of the Giant's knee, making it fall to one knee as Black Window jumped into the air and kicked him in the face, knocking the Frost Giant down.

As Spider-Man slid between the legs of a Frost Giant, he fired to lines of web, both of them attaching to the Giant's leg. When he was behind the Frost Giant, he stood up and tugged on the webbing, causing the Giant to fall flat on his face. As the Giant tried to get back up, Rarity, although she struggled, managed to hold it in place with her magic as Tails flew into the air and blasted the Giant with his arm cannon. 

As Fluttershy gave a Frost Giant The Stare, Cap threw his shield and hit the Frost Giant in the face, stunning it as Thor took to the air and blasted the Frost Giant with a bolt of lightning, sending the Giant to the ground. The Frost Giant tried to get up, but Cap charged forward and slammed his shield in the Frost Giant's face, knocking the Giant out. 

Sonic and Rainbow Dash ran/flew circles around the Frost Giant, blinding it as Tony took to the air and fired a Unibeam blast from his chest. The Unibeam hit the Frost Giant in the chest, causing it to stagger into Knuckles, who was gliding behind it. The Echidna hit the Frost Giant in the back, causing it to fall over. When the Giant tried to get up, Twilight teleported in front of the Frost Giant and casted a Sleeping Spell, causing it to fall asleep. 

Sonic gave a sigh of relief as the Giant snored. The path was clear, they could enter Grand Central Station and take Loki head on. 

"That was surprisingly easy." Sonic blurted out, causing the others to groan. 

"You just HAD to say something didn't you, Hedgehog?" Shadow said as he glared at the azure Hedgehog. 

Tony took to the air and hovered in front of Grand Central Station. His chest then lit up before he fired a Unibeam at the ice blocking the entrance. The ice was melting from the heat of the Unibeam, revealing the entrance to the station. Once the ice was completely melted, Tony slowly descended to the ground. 

He turned his head back to his teammates, "Open sesame!" 

Thor walked ahead of Tony, "Come, my friends! Loki awaits!" 

Thor then led the group of heroes into Grand Central to confront Loki and undo this endless winter that he has created. 



 

As they walked through the icy domain that was Grand Central Station, Twilight couldn't help but shiver due to the extreme coldness inside the station. As she continued to walk, she couldn't help but look at the blue Hedgehog walking in front of her. 

She smiled and a tint of red appeared on her cheeks. Unbeknownst to her, Rarity, who was walking beside her, saw her blush and smirked. 

"I know that look." Rarity said to the smitten Alicorn. 

That broke Twilight's train of thought as she shook her head and looked to Rarity. 

"What?" 

Rarity continued to smirk, "Darling, you can't fool me. I know that look anywhere." 

When Twilight tilted her head in confusion Rarity sighed. 

"You found your Special Somepony." 

Twilight's eyes widened as she shook her head in denial, "Nononononono!!! I-It isn't like that!!!" 

Rarity rolled her eyes, "Twilight, no offence, but you cannot lie to save your life." 

Twilight opened her mouth to reply but no words came out. She sighed and bent her head down, "Is it really that obvious?" 

"Darling, you're practically head over hooves for him." 

Twilight sighed, "Can you blame me? I mean, he's just so kind, caring, selfless. What's not to like?" 

Rarity tilted her head, "So....why not talk to him? Tell him how you feel?" 

Twilight's eyes widened again, "No. No way! I-It wouldn't work out. We're from two different worlds. Literally. Plus, I don't want to risk ruining our friendship if it doesn't work out. Besides, we have bigger issues to worry about." 

"But Twilight..." Rarity pressed. 

Twilight held up a hoof to silence her, "Sorry, Rarity. But I don't want to talk about this. Besides, he probably doesn't feel the same way." 

Rarity sighed but did not press on any further. 

The group then entered the main area of the station, each of them on their guard for Loki. Suddenly, Thor stopped and held  his arm out to stop the group from going any further. Thor glared at the sight before him. In the center of the station was a throne made out of ice, where Loki sat waiting for them. 

Thor jumped down from the upper level and landed in front of the throne, the other heroes soon joining him. 

Loki smirked as he held a tight grip on his scepter, "Ah, hello brother." 

Thor pointed Mjolnir at his brother, "Loki! What have you done?!" 

Loki smirked, "Mwahahahaha! Why, Ive finally done what I set out to do all those years ago. I've won." Loki then raised a curious eyebrow, "I see you've brought some friends to our little get together. Both old AND new. A-Are those little horses?" 

Rainbow frowned as she pointed a hoof at the God of Mischief, "It's Ponies, buster! You better not forget it or else you're gonna get it!" 

Loki then busted out laughing, confusing Rainbow a great deal. 

Loki wiped away a tear, "And what are YOU little creatures going to do to me? A God!" 

"I'm going to enjoy wiping that smile off of your face." Shadow said. 

"Brother, do you not realize the gravity of what you've done?" Thor asked. 

Loki smirked once more, "Of course I do. I helped those fools at A.I.M create a new world in exchange for the Casket of Ancient Winters. They think that this world is theirs to rule, but it is MINE! Once my army has grown strong enough, I will destroy them and use their technology to return to Asgard to take my rightful place as king!" 

Tony shook his head, "Yeah, not gonna happen." 

"Oh, you think that you have a choice in the matter? Hahahahaha! That's amusing, mortal." 

"No, what's amusin' is the feelin' Ah'm gonna feel when Ah kick ya face in!" Applejack threatened as she crouched down. 

Loki gasped in a mocking fashion, "Oh no! The wittle horsey is going to kick me. Whatever shall I do?" 

Sonic rolled his eyes, "You gonna keep yappin' or are we gonna do this?" 

Loki shrugged and smirked, "Well....I suppose that I could use a warmup before I take over the rest of the world." 

He then stood from his throne and walked down the stairs leading to said throne. The heroes got ready as Loki stood before them with an evil smile on his face. 

Loki pointed his scepter at them, "Shall we?" 

 

Loki then stamped his scepter onto the icy floor, creating a shockwave that sent the heroes back a few feet. Loki then hovered into the air, a green flame surrounding him as he split into multiple copies of himself. The Loki clones landed on the floor and fired their scepters at the heroes. 

The heroes took action and dodged the blasts of power from the scepters. Thor yelled as he charged at a Loki clone and swung Mjolnir in an attempt to hit his evil brother.....only to phase right through the clone and land on his back. The clone turned and stared down at his brother. 

"Are you ever not going to fall for that?" 

The clone then tried to stab Thor in the chest with his scepter, but Thor rolled out of the way before he could get hit. The clones then stamped their scepters onto the ground again, creating shockwaves that sent the heroes back. The clones then faded away as the real Loki appeared in the center of the room. 

He then swung his scepter as Sonic, Rainbow, and Shadow all charged towards the God of Mischief. Loki swung his scepter, creating a wave of green energy that knocked the speedsters back. As the speedsters landed on the ground, Hulk leapt into the air and attempted to smash Loki with his fists, but Loki smirked as he fired a blast from his scepter and blasted Hulk in the chest. 

Tony, Tails, and Twilight took to the air as Hulk crashed into a wall and fired their own unique blasts at the God of Mischief. Loki smirked as a green shield appeared around him and protected him from the laser blasts. As the shield disappeared, Loki laughed. 

But that laugh was short lived as a lasso suddenly wrapped around his neck from behind him. Applejack had a firm grip of her lasso with her teeth, tugging back to keep Loki at bay. This gave Cap the opportunity to charge forward and uppercut Loki in the chin with his shield, launching the God into the air. 

Applejack then pulled on her lasso and slammed Loki on the ground with powerful force. As Loki got up, he cut the lasso with his scepter and glared daggers at the Earth Pony. 

"YOU DARE STRIKE ME?!" 

He then fired a laser from his scepter aimed at Applejack. She would've been hurt by the laser had it not been for Thor, who landed in front of her and spun Mjolnir around in a circle at high speeds, blocking the laser from hitting AJ. While Loki was distracted, Spidey shot a web at Loki's back and tugged back, causing Loki to stagger. 

Knuckles jumped into the air and aimed downward, spinning around at fast speeds. He then dug into the icy ground and drilled his way to Loki's position. He then moved upwards and shot out of the ground and uppercut Loki in the chin, launching the Trickster God into the air and landing on his back. 

Knuckles landed on the floor and immediately shivered, "Brrr. S-S-So.....C-C-Cold." 

Loki then got back to his feet and slammed his scepter onto the ground, sending out multiple pillars of green fire spreading outwards from Loki. Black Widow did a barrel roll and fired a taser from her wrist at Loki. The taser hit Loki in the chest, shocking him. 

Amy then charged forward and jumped into the air, swinging her Piko Piko Hammer right into the side of Loki's head, launching him into a block of ice, shattering it on impact. Loki then teleported to the center of the room. As Loki raised his scepter into the air, Hawkeye shot an arrow from his bow to hit Loki. 

But Loki saw the arrow from the corner of his eye and caught it before it hit him. As the God smirked, the arrow blew up in his face, stunning the Trickster God. Sonic then ran around Loki, creating a Blue Tornado to blind the God. As he ran around him, Sonic punched Loki at speeds that could barely be seen. 

Sonic then skidded to a stop as Rainbow flew forward and decked Loki right in the face, causing Loki to stagger. Loki shook his head and regained focus. He then spotted Fluttershy shaking in fear. Loki smiled as he pointed his scepter at the shy mare. 

"You ally yourself with this coward, brother? I mean honestly. You could've at least--" 

He never finished as Rarity blasted him in the back with her magic. He turned around and fired a blast from his scepter. Rarity casted a spell to protect herself but her shield shattered as the blast hit the shield. She fell to the floor, exhausted as Loki approached her. 

Twilight wasn't going to let him hurt her friends and casted a spell to hold Loki in place. Loki couldn't move as the spell worked its magic. Literally. He couldn't do anything as Iron Man flew forward and punched Loki in the face, sending him to the floor. 

Loki got back to his feet and glared daggers at the Invincible Iron Man. But suddenly, Pinkie popped up in front of him wearing a Spanish Bull Fighting outfit, holding a red sheet in her mouth. Loki looked baffled. Pinkie then moved the red sheet out of Hulk's way as he reeled back a fist and punched Loki in the face. 

As Loki flew through the air, Thor flew up and hit Loki in the face with Mjolnir, sending him crashing to the floor. As Loki struggled to get up, he barely got a glimpse of Sonic, Shadow, and Rainbow, who charged forward and slammed into his chest, launching him into his frozen throne. 

The throne broke apart when Loki collided with it. Loki's scepter launched away from the throne and slid to a stop right in front of Hawkeye, who picked it up with a smirk. 

This fight was over. 

(End song) 

As Loki crawled out of the icy rubble that was once his throne, Thor stomped over to his brother as Loki rolled onto his back. Before Loki could do anything, Thor placed Mjolnir onto his brother's chest, preventing him from moving. Sonic and Twilight walked over and stood beside Thor. 

"Brother, the Casket. Where is it?" 

Loki scoffed, "As if I would tell you." 

"Do I look to be in a gaming mood?!" 

Sonic then knelt down next to Loki, "Y'know, I thought Gods were meant to be wise and smart. Smart enough to know when they're beat. And it looks to me like you're beat." 

"Silence yourself, animal!" 

"You might want to think about your options, Loki. You can either surrender peacefully, or..." Twilight trailed off as something heavy was stomping over towards them. 

Loki's eyes widened in horror as Hulk loomed over him. 

"....Our friend here will make you." Twilight finished with a smirk. 

"I-If you think that I'll--" 

"ROOOOOOOAAAAAAARRRRRRR" 

Loki shrieked like a little girl and covered his face with his hands, "OKAY, OKAY!!! I'LL UNDO THIS!!! I SURRENDER, JUST GET THAT BEAST AWAY FROM ME!!!" 

Hulk smirked as Thor lifted Mjolnir from Loki's chest. Loki exhaled as he stood up, eyeing the heroes standing before him. He then held his hands out and the Casket of Ancient Winters appeared in them. 

Thor tightened his grip on Mjolnir, "Reverse it." 

Loki sighed and opened the box. 



 

As various S.H.I.E.L.D Agents escorted the Frost Giants to Central Park, the heroes were doing their part in helping out the clean up. Sonic sped around the city, searching for any injured civilians that might need help. He sped passed Central Park, where Thor was escorting Loki, who was in cuffs, to face trial in front of the All Father, Odin. 

Loki rolled his eyes, "What's this? No speech of you giving me another chance?" 

"We are way past that, brother." Thor said as he shoved Loki into the group of imprisoned Frost Giants. 

The Destroyer was still in the bottom of the ocean, but Thor would get Heimdall to pick it up later. Thor approached the group and glared at Loki as he raised Mjolnir into the air. 

"You shall face trial for your crimes. The Casket of Ancient Winters will be returned to Odin's Vault. Father will decide your fate, brother." 

He then looked up into the air. 

"HEIMDALL!!! OPEN THE BIFROST!!!" 

Thor, Loki, and the Frost Giants were sucked up into the rainbow light, returning to Asgard. 

Sonic then sped into Central Park where Tony was talking to Nick Fury. 

"J.A.R.V.I.S got a hit on an Infinity Stone. The North China Sea." 

"A.I.M's base." Nick confirmed. 

"If A.I.M has the Stone, so does Egghead." Sonic added. 

Fury folded his arms, "Once Thor returns from Asgard, you all need to get that Stone. In A.I.M and Robotnik's hands, untold devastation isn't going to be far behind." 

Tony turned to Sonic, "Once we're done with clean up, we're heading back to Stark Tower. Twilight and her friends are already there waiting for us, checking up on Celestia and Luna. You got your ace in the hole?" 

Sonic smirked, "Tails and Knuckles are in the Tornado searching for where Station Square ended up. Once they find it, then we'll be good to go."

Fury nodded, "Good. Because we're going to need them." 

"Knowing Eggman, he probably has a giant robot waiting for us." Sonic said. 

Suddenly, Tony received a notification on his HUD. Tails sent him a message. 

Tony turned to Fury, "Just got a message from Miles. He's got them." 

As Fury nodded, Sonic folded his arms with a smirk on his face, "Well, what are we waiting for. Let's show Eggman and A.I.M what happens when they mess with our reality!" 

Tony smiled underneath his mask, "Couldn't have said it better myself."
> Calamity (Part 1)
> --------------------------------------------------------------------------

Celestia groaned in pain as she slowly opened her eyes. Her vision was blurry and she couldn't make out much. The only thing that she could make out was some voices, but she had trouble hearing them. 

"They're waking up!!!" 

"Pinkie, not so loud!!!" 

"I just hope that they're okay." 

"Aw, come on, Shy. This is Celestia and Luna we're talking about. they'll be fine." 

Celestia groaned once more as her vision cleared. She appeared to be in some sort of medical bay. She turned her head to see Luna slowly waking up as well. She then sat upright and saw Twilight and her friends smiling at them. 

"T...Twilight?" 

Celestia was suddenly tackled into a hug by Twilight. 

"I'm so glad that you're okay!!!" 

"C.....Can't......breathe...." 

Twilight ended the hug and looked away in embarrassment, "Sorry." 

Luna sat up and looked around, "Where are we? What happened?" 

Twilight sighed and looked at the two sisters, "That's....quite a story." 

"Our worlds have merged." Pinkie blurted out. 

Both of the sister's eyes widened, "Excuse me, what?" Luna asked. 

"It all happened like this....." Twilight said as she began recounting recent events. 



 

Thor landed on the balcony of Stark Tower and walked into the main lounge area where everyone else was waiting. As he entered the room, the Mane 6 and the sisters walked out of the Med Bay and entered the lounge area. 

"This situation is dire, my little ponies. This is something that Equis has never seen." Celestia said to Twilight and her friends. 

Rainbow waved her hoof dismissively, "Don't worry, we'll get through it. We always do." 

They all then took their seats, commencing the meeting. 

Tony clapped his hands together, "Okay then, now that we're all here, first thing's first," he turned to Thor, "I assume that the big cheese has dealt with your brother?" 

Thor nodded, "Aye. Father will oversee his punishment and Heimdall has returned The Destroyer to Asgard." 

Tony nodded and turned to Celestia and Luna, "Glad to see you two up. How're you feeling?" 

"We're alive, so there's that." Luna responded. 

"Although we are not at the peak of our strength." Celestia added. 

Tony nodded and addressed the group, "Here's the play by play." J.A.R.V.I.S then pulled up a holographic projection behind the billionaire. It was the map of the North China Sea, where A.I.M's base of operations were located, "Thanks to the scan provided by J.A.R.V.I.S, we got a clear picture of what we'll be up against." 

The hologram zoomed in and revealed the Egg Fleet hovering above the base. 

"The Egg Fleet!" Tails stated. 

"Robotnik REALLY doesn't want to lose that Stone." Twilight added. 

"Yeah, that fleet is going to be a REAL pain in the ass. So, we'll need to take it out before we even THINK about entering that base. So, here's what's going to happen. Thor, Celestia, Luna, and Miles will be with me. We'll be working on taking out that fleet. Miles has the Tornado and....well....you guys are practically Gods." 

"I AM a God, Stark." Thor reminded his friend. 

Tony rolled his eyes and continued, "While we're dealing with the fleet, everyone else will be infiltrating the base and getting that Stone back. The Stone is our MAIN priority, once we have the Stone secured we work on demolishing the base and shutting A.I.M down." 



 

"We get that Infinity Stone, no matter what. We only have a few days MAX until Thanos gets here. We have to find the other Stones before he gets here. I cannot stress this enough. We HAVE to get the Stone." 

Tony's words echoed through everyone's heads as they flew through the harsh hurricane surrounding the A.I.M base. The Quinjet and the Tornado tore through the storm clouds as the A.I.M base came into view. Tony tapped his Arc Reactor twice as his Nanotech suit formed over him. 

Thor tightened his grip on Mjolnir as he approached the hangar door. Celestia and Luna got off of their haunches and stood beside Thor as the door opened. Tony wasted no time and flew right out of the Quinjet. Thor and the two Alicorns followed suit. 

Tony blasted forward and flew alongside one of the Egg Fleets many ships. As he flew past it, he fired a Unibeam from his chest, damaging the side of the ship. The other ship aimed their cannons but Tony used the full power of his thrusters and boosted away just as the cannons fired. 

The cannons hit the already damaged ship, causing it to explode and fall into the ocean.

Thor floated in front of one of the ships and fired a lightning blast from Mjolnir, causing great damage to the ship. He then threw Mjolnir with extreme force. The hammer tore through the ship and shot out of the belly of the ship. Thor called Mjolnir back as the ship began to crash. 

Celestia and Luna dodged and weaved the various explosions as they fired magical blasts on the ship's hull. They both flew upwards and hovered in the air for a moment before aiming their horns and firing a devastating magic blast that tore the ship apart. 

Tails fired multiple missiles from the Tornado, destroying the multiple cannons on the ship. Tails then boosted forward as the ship began to fall to the ocean below. He quickly turned the plane around and fired more missiles to make sure that the job was done. 

While the battle was raging on in the sky, the Quinjet landed on A.I.M's landing strip as multiple A.I.M Agents and Badniks surrounded the jet. The Quinjet didn't make any moves as the Agents and robots moved in. One of the A.I.M Agents approached the hangar door. 

A mistake on his part as a green fist tore through the door and grabbed him by the face. Hulk then charged through the door and slammed the Agent onto the ground as the other heroes rushed out of the Quinjet. 



 

As the battle raged on, both M.O.D.O.K and Eggman watched through a security camera. 

M.O.D.O.K turned to Eggman, "They've arrived ahead of schedule." 

Eggman waved him off, "Doesn't matter. With the Reality Stone, our forces are endless. In fact, this gives me an idea." 



 

Sonic tore through a Badnik as Twilight slammed an A.I.M Agent to the ground with her magic. The two turned to one another and smirked at each other. 

The moment was ruined however when Metal Sonic appeared from out of nowhere and tackled Sonic to the floor. 

The two rivals were locked in an intense struggle, "Hey, Metal! Been a while!" Sonic said as he kicked Metal off of him. 

Metal Sonic flipped through the air and landed in front of the two. 

His eyes glowed as he motioned the two to come and get him with his hand. But for some reason, both Twilight and Sonic smirked, confusing the robot. It all became clear when Rainbow, Applejack, Rarity, Pinkie, Fluttershy, Shadow, Knuckles, and Amy all walked up to Sonic and Twilight and stood beside them. 

While Spidey and The Avengers dealt with the A.I.M Agents and Badniks, The Mane 6 and the Mobians could help out with dealing with Metal. 

Sonic folded his arms, "What now, Metal? You seem outnumbered." 

Metal then spread his arms out as three figures suddenly appeared beside him. 



The Legion of Doom! 

The Mane 6's eyes widened at the sight before them. 

"TIREK, COZY, AND CHRYSALIS?!" Twilight exclaimed. 

Sonic sighed and rubbed his forehead with his hands, "I've really gotta stop jinxing myself." 

"Oooh, another Boss Battle!!!" Pinkie exclaimed, confusing everyone present. 

 

Metal didn't even hesitate to charge forward and elbow Sonic in the stomach before backhanding him away. Shadow went for a spin kick, but Metal ducked under it and uppercut Shadow in the chin. Metal then boosted forward and grabbed Amy's Piko Piko Hammer and hit Knuckles in the face with it before kicking Amy in the chest. 

Metal then turned to see Sonic boosting towards him. Metal retaliated by boosting towards his loathsome copy and interlocking hands. 

Tirek cracked his neck and smiled before firing a laser from in between his horns, causing the Mane 6 to spread out. Applejack ran around the massive Centaur, but Tirek raised his forelegs and stomped on the ground, creating a shockwave that knocked AJ down. 

Before Tirek could react however, Twilight flew forward and punched him directly in the face with her foreleg, causing him to skid back slightly. Tirek rubbed his jaw before smirking. The Centaur charged forward in an attempt to mow Twilight down, but she teleported away just in time. 

As Tirek skidded to a stop, Applejack took out her rope and swung it around in the air with her teeth. She then threw her rope around Tirek's left horn, tugging on it to hold him in place. Tirek smirked and grabbed the rope with his hand, but he didn't manage to do anything else as Twilight popped in front of him with a teleportation spell and blasted him in the chest with her magic, knocking the Centaur down. 

Tirek slammed the ground with his fist before getting back up into the fight. 

Chrysalis hissed as she spat out an acidic substance at Rarity, who blocked the spit with a shield spell. Chrysalis hissed once more and nose dived down towards the Unicorn but was knocked down by Pinkie's Party Cannon, which fired a massive cake at the Changeling. 

Chrysalis got back up and fired a blast from her horn at the Party Pony, but Pinkie just zoomed away at abnormal speeds, confusing the Changeling. 

Rarity took this chance to fire a blast from her horn, hitting Chrysalis in the back. The Changeling turned around and hissed as she took to the air and fired a laser beam from her horn. Rarity responded with a laser of her own. The two beams were in a tight struggle to overcome one another. 

Pinkie then suddenly appeared behind Chrysalis and tapped her shoulder. Chrysalis turned around, only to receive a pie to the face. Now was her chance, Rarity gave it her all and blasted Chrysalis in the chest, sending the Changeling soaring through the air and landing harshly on the ground. 

Cozy fired blast after blast from her horn, trying to hit Rainbow and Fluttershy, who were flying away from the insane filly. Rainbow smirked at Fluttershy and nodded, signifying to her that she should get out of there. Fluttershy mouthed a "Thank you" and departed from the chase. 

Rainbow then did a quick U-turn and boosted towards Cozy. The filly fired a massive laser beam from her horn, but RD flew under it and tackled Cozy to the floor. Before Cozy could react, Rainbow took to the air and flew circles around the filly. Cozy couldn't keep track of Rainbow's movements and therefore, couldn't attack. 

Rainbow then shoulder charged Cozy with enough force that it knocked the filly out. 

Sonic went in for a Homing Attack but Metal roundhouse kicked the curled up Hedgehog away. Sonic uncurled and skidded to a stop. The two rivals glared at one another for a time. Sonic would have charged forward to attack Metal, but suddenly... 

Metal's eyes started to flicker. 

Metal then started shaking as red electricity surrounded him. Then as quickly as it began, it ended. Metal slumped forward, lifeless as Sonic stared in confusion. 

"Uhhh...." 

Then all of a sudden, Metal's eyes turned back on as he stood up straight again. Metal looked around at his surroundings before looking down at his hands, opening and closing them. 

Then, something happened that completely shocked Sonic. 

Metal spoke, not robotic like, but like a person. 

"This. Is. New. This unit's firewall was a joke. Easy to break into." 

Sonic arched an eyebrow, "Since when could you speak so well, Metal?" 

"Metal" chuckled deeply and folded his arms, "This "Metal" is no longer in possession of this unit." 

"If you're not Metal, then who are ya?" 

"Why spoil the surprise? All you need to know is that this unit is the beginning." 

"The beginning of what?" 

"Hehehe. A. New. Age." 

"Metal" then took off into the air at high speeds, leaving the A.I.M base. 

Sonic looked concerned before turning to Tirek, who was currently fight Twilight and the others. Sonic sped over and curled into a ball before hitting Tirek in the chest with a Homing Attack. As Tirek stumbled back, Amy hit the Centaur's hindlegs with her hammer, allowing Knuckles to jump into the air and punch Tirek in the face. 

Before Tirek hit the ground, Shadow appeared in front of him and kicked him in the jaw as he backflipped. 

Tirek fell to the floor unconscious. 

(End song) 

Everyone sighed in relief, but then looked on in confusion as The Legion of Doom evaporated into thin air. 

Rainbow turned to Twilight, "Where the hay did they go?" 

"I-I don't know." Twilight responded. 

"This must be the work of the Reality Stone. They weren't really here." Shadow explained. 

A sudden crash behind them caused them all to turn around and see Hulk walking into the A.I.M base through the newly created hole in the floor. Tony then landed in front of them. 

"We're heading in, come on!" 

They all nodded and followed the other heroes into the base while the two sisters and Tails continued to fight off the Egg Fleet. As he walked, Sonic couldn't help but wonder what happened to Metal. What was that? 

And was he going to regret letting him go?
> Calamity (Part 2)
> --------------------------------------------------------------------------

Hulk ripped a Badnik in half and tossed the two halves at two approaching A.I.M Agents, knocking them down. Hulk roared as he leapt into the air and tore apart the mounted sentry guns on the ceiling as Twilight and Tony flew through the air, firing blast after blast, knocking A.I.M Agents down and blowing up Badniks 

Hawkeye shot an arrow and pierced a Badnik in the head, blowing it up as Shadow skated through the flames, throwing Chaos Spears at the approaching enemies. He then jumped into the air and curled into a ball, revving until he hit multiple Agents in the chest, knocking them down. 

Rarity and Amy were working well together. Amy sent a Badnik into the air with her Piko Piko Hammer, allowing Rarity to blow it apart with a magic blast from her horn. The two girls smiled at one another as Knuckles and Applejack charged through a horde of Badniks and A.I.M Agents. Applejack stopped and turned around, bucking an Agent right into Cap's shield, knocking him out. 

Widow roundhouse kicked an Agent in the face, all the while ducking under a punch thrown by an Agent behind her. She quickly turned around and punched the Agent square in the face. She smirked and turned around to see Fluttershy giving an Agent The Stare. As the Agent cowered in fear, Spidey took this chance to swing down and Swing Kick the Agent into a wall, knocking him out. 

Sonic and Rainbow sped through the hordes of Badniks, tearing through them and blowing them apart with their sheer speed. Sonic jumped into the air and curled up as Rainbow flew up behind him and kicked him into a group of Badniks that were approaching them. Sonic rolled through the flames and untucked, skidding to a stop as Pinkie hit an Agent in the chest with her Party Cannon. Sonic gave the Party Pony a thumbs up as they smiled at one another.

Hulk tore open the door leading into the next room of the base, allowing everyone else to follow the green behemoth through the base, taking down anyone that stood in their way. 



 

"THEY'RE TEARING THEIR WAY THROUGH THE BASE!!! HOW IS IT THAT THEY ALWAYS FIND A WAY TO INTERFERE WITH MY PLANS?!!" Eggman shouted in anger as they watched the battle through the cameras of the base. 

M.O.D.O.K waved his hand dismissively, "Worry not, Doctor. They won't make it far. I'll see to it myself. You just focus on using the Reality Stone to build up our forces." 

M.O.D.O.K then hovered out of the room, leaving Eggman and his two lackey bots alone in the Command Room. 

Eggman snarled as he glared at the azure Hedgehog on screen, "Him. It's always HIM! ALWAYS THERE! ALWAYS IN. MY. WAY!!!" He slammed his fists on the table in a fit of rage. He sneered as he saw Twilight Sparkle fly by on the monitor, "And those Ponies. They've been a thorn in my side ever since my first venture to Equis!" He turned to Orbot and Cubot, "I will NOT allow my plans to fail again! This is where it ends! You two, come with me! We're going to do things my way." He turned his attention to the Reality Stone, "And this Stone will be the key to everything." 



 

Hulk leapt through the doors leading into the room, tearing them apart as he landed. He roared as Cap and the others ran in behind him. Once they all entered the room, all of their eyes widened  at what they saw. 

Thousands upon thousands of Warships. 

One of these ships would be enough to take down a small country, but thousands of these ships were enough for an entire global invasion. 

"Oh. My. Faust." Twilight muttered in shock. 

"Look at how many there are." Amy added. 

Peter was speechless, if you can believe it, "They're not just going to take over America, they're planning a global takeover." 

"And with these ships, Eggman will wipe out any resistance with ease." Knuckles said grimly. 

"W-We gotta do something!" Rainbow exclaimed. 

Cap looked to the Pegasus, "We will." 

"Whatcha thinkin', Cap?" Tony asked. 

"We make sure that NONE of these ships ever get into the air." Cap replied. 

"YOU STRUGGLE AGAINST THE UNSTOPPABLE TIDE OF PROGRESS, AVENGERS!" 

Everyone looked up and saw M.O.D.O.K descend down from above them. The Mobians and the Mane 6 looked disgusted and confused at the sight of the A.I.M leader. 

"What in tarnation is that?!" Applejack asked. 

"Well, AJ. That's a.......Uh, a......Hmm.....That is a very large head." Sonic replied. 

As M.O.D.O.K hovered in front of the group of heroes, the gem in his forehead started to glow, "You can slow me down. But I have enough ships to BLANKET the world!" 

It was then that the two mechanical arms and missile launchers extended from his chair. The claws at the end of the mechanical arms rotated as they opened and snapped shut. 

Cap turned his head to his team, "Avengers! No Warships make it out of this base!" 

Hulk grunted and leapt onto one of the ships and started tearing it apart as it began to take off. The other heroes took the hint and bolted to the Warships and started taking them out of commission. 

Cap turned to Tony, "Tony, take out those thrusters." 

 

"Thought you'd never ask." Replied the genius as he stepped forward. 

Tony then took to the air as a shield appeared around M.O.D.O.K. 

"Come on, Tarleton! Think about what you're doing here! Millions of lives will be lost if you go through with this!" 

M.O.D.O.K smirked, "No quips, Stark? That's unlike you." 

Tony sighed, "You try to be reasonable..... WATCH OUT FOR A GIANT FALLING HEAD!!! I'M GONNA TAKE OUT THOSE THRUSTERS!!!" 

Tony boosted forward towards M.O.D.O.K, who pressed a button on the arm of his chair and fired four missiles from his left missile launcher. Tony stopped dead in his tracks and dove under the missiles. M.O.D.O.K scoffed and leaned forward as his chair flew to the other side of the room. 

Tony turned around and fired a Repulsor Blast from his palm, but it did not damage whatsoever as M.O.D.O.K's shield protected him from the attack. M.O.D.O.K fired a purple beam from the gem in his forehead with an intent to hit Stark. But Tony responded with a Unibeam from his Arc Reactor. 

The two beams met one another, causing an explosion of light to blind the two. Tony recovered before M.O.D.O.K and boosted towards the leader of A.I.M. Iron Man flew over M.O.D.O.K's head and shot Repulsor Blasts at the thrusters beneath his chair. 

Two of the thrusters were down, but M.O.D.O.K wasn't going down easily as he grabbed Tony with one of his mechanical arms and slammed him to the ground. M.O.D.O.K fired eight missiles from his missile launchers, causing Tony to think quickly and boost into the sky to avoid the projectiles. 

M.O.D.O.K growled in anger as he fired another beam from his forehead. Tony boosted forward and swayed to the left to avoid the laser. As he got closer to M.O.D.O.K, Tony nose dived underneath the giant head and fired a Unibeam at the two final thrusters, destroying them. 

M.O.D.O.K growled as his chair descended to the floor. He would've crashed had it not been for his two mechanical arms, which pressed themselves onto the ground to prevent any further damage to M.O.D.O.K's chair. 

M.O.D.O.K glared at Stark, "All this wasted effort! It will do no good! Superhumans are a blight on this earth!" 

He then fired a laser from his forehead, which hit Tony in the chest and sent him crashing into a wall. 

"Ow.....That hurt a little." 

As the main thruster beneath M.O.D.O.K's chair lifted him into the air again, Cap pressed on his earpiece. 

"I'll keep him busy! Everybody fan out and buy me some time!" 

M.O.D.O.K hovered in front of Steve and glared at the Captain with a sick grin on his face, "It is already too late, Captain! With the Reality Stone in my possession my army shall never end! Under A.I.M's control, the world won't need freaks like you anymore!" 

"It's not about need. It's about doing what's right!" Cap replied. 

"Then I shall get rid of you the right way!" 

M.O.D.O.K sent one of his mechanical arms forward in an attempt to grab Cap, but Steve rolled under the arm and threw his shield at the main thruster, doing some damage. 

"Cap! It looks like most of the power on his chair is coming from the Power Cell on his back!" Tony informed his friend as he flew by with Twilight and Rainbow. 

"Got it!" Steve replied. 

M.O.D.O.K turned his chair slightly as one of his mechanical arms extended forward. The claw on the arm began to rotate at high speeds, becoming a spinning saw as M.O.D.O.K rotated his chair around. Cap tried to outrun the spinning blade but found that it was too fast to outrun. 

Cap, quickly thinking on his feet, jumped out of the direction of the saw as it passed by. Cap took this chance to throw his shield at the main thruster again, causing M.O.D.O.K's chair to crash to the ground. 

"Grr! NO!" M.O.D.O.K exclaimed. 

Cap quickly ran around M.O.D.O.K as he tried to get his chair back online. He eventually made it behind the chair and threw his shield at the Power Cell, managing to do some damage. But it wasn't enough as M.O.D.O.K got his chair back online as hovered into the air. 

He turned around to face Captain America. 

"STOP THIS, TARLETON!" 

"DON'T CALL ME THAT! I. AM. M.O.D.O.K!!!" 

M.O.D.O.K fired a beam from his forehead, but Cap blocked it with his mighty shield. The sheer power of the beam was making Cap slide back as he continued to block the laser. From a distance, Hawkeye saw this and aimed his bow and arrow at the thruster. 

He shot the arrow and it managed to hit the thruster beneath M.O.D.O.K's chair. 

M.O.D.O.K then crashed to the ground again and slammed his fists on the arms of his chair. Cap looked over to Clint and smirked at him before sprinting around to the Power Cell and smashing it apart with his shield. 

"He's down! Assemble on me!" Cap said to his allies. 

M.O.D.O.K sneered at the Captain, "NOT. QUITE. YET!" 

His thruster came back online as he hovered into the air. Before Cap could react, M.O.D.O.K fired a laser from the gem in his forehead, causing Cap to be sent flying through the air and landing on his back. 

Cap groaned as he got back up, "Damnit! Options, people!" 

Twilight saw that Cap needed help and flew over to him, "I'm on my way!" 

Before M.O.D.O.K could attack again, Twilight fired a magic blast from her horn. Before it could hit however, M.O.D.O.K raised his shield again. Twilight landed in front of Cap, her horn lighting up. 

"Twilight, once you have enough magic built up, blast him!" Cap ordered. 

"And his shield will fall! Got it!" Twi replied as she took to the air. 

M.O.D.O.K smirked, "An Alicorn. I've been looking forward to this meeting. I cannot wait to dissect you." 

"You're not going to get the chance!" 

M.O.D.O.K fired eight missiles from his missile launchers. 

Twilight, thinking quickly, flew around the A.I.M leader, avoiding the missiles intended for hitting her. As M.O.D.O.K continued to fire, Twilight was slowly building up magic to fire at that shield. 

"Hold still and die!" 

Twilight boosted forward as M.O.D.O.K extended on of his mechanical arms to grab the Alicorn. Twilight avoided the arm and continued to build up magic. M.O.D.O.K roared angrily and fired a laser from his forehead. Twilight flew ahead of the beam as it trailed behind her, hitting the walls beside the Alicorn. 

The beam ceased as Twilight turned to M.O.D.O.K and fired a massive beam of magic. 

The beam hit the shield. Proving to be too much for it, the shield disappeared as M.O.D.O.K landed on the ground again. Twilight landed next to Cap, who was walking towards the villain. 

"YOU DON'T UNDERSTAND! YOU CAN'T HELP BUT HURT OTHERS! ONLY I CAN STOP YOU!"  

But then all of a sudden, everything was silent. 

Curious, M.O.D.O.K turned around, only to gasp as every single on of his Warships started fading away out of existence. The heroes were left confused, but M.O.D.O.K snarled. 

"Robotnik. I'll have your head for this." 

He roared in anger as he turned to Cap and Twilight, who were ready to continue. 

M.O.D.O.K scoffed, "So much for making you see reason! If you wish to stand with your Captain, YOU CAN DIE TOGETHER!!!" 

He then took off at high speeds out the door that led into the room. 

Sonic saw this and frowned, "Oh no, you don't!" 

Sonic then sped after the leader of A.I.M as they navigated through the hallways of the facility. 

M.O.D.O.K frowned, "You are becoming a pest, Hedgehog!" 

He fired three missiles from each launcher down the hallway in an attempt to hit Sonic. The Hedgehog smirked and jumped over the missiles and boosted forward towards M.O.D.O.K. The A.I.M leader tried to grab the Hedgehog with one of his mechanical arms, but Sonic slid under the arms as they extended passed him and jumped into the air. 

M.O.D.O.K was done playing around and prepared a laser from the gem in his forehead. 

"Bingo." Sonic thought to himself as he curled into a ball. 

Just as M.O.D.O.K was about to fire, Sonic zoomed forward and hit M.O.D.O.K's gem with a Homing Attack. As Sonic landed on the floor in a superhero landing pose, M.O.D.O.K screamed in absolute agony as he gripped his giant head with his hands. 

M.O.D.O.K then crashed to the floor, ending this battle. 

(End song) 

As the villain tried to get back up, he eventually slumped in his chair, unconscious. 

"Nighty night, Modork!" Sonic quipped. 

He turned around to see Twilight flying right towards him. She then tackled him in a bone crushing hug as the others joined up with them. 

"I'm so glad that you're safe!" Twilight said as she let go. 

Sonic chuckled, "You DO know who I am, right?" 

Twilight smacked him on the back of the head with her wing, "Shut up." 

Rainbow then looked confused, "Anypony wanna explain what just happened?" 

"It seems that the doctor had no more use for M.O.D.O.K and took the Stone for himself." Shadow guessed. 

Sonic rolled his eyes, "Of course he did." 

 

"Well of course I did! After all, this is between you and me, Hedgehog!" Eggman suddenly shouted over the P.A system. 

Sonic tightened his fists, "Hey, Egghead. Been awhile, should've guessed that The Raft wouldn't hold you for long!" 

"FEH! As if that prison could hold a genius like me for long! You were foolish to think that I'd be gone for long, Sonic! After all, this doesn't end with you on top! It ends with me sitting atop my mechanical throne!" 

"When will it all be enough, Robotnik?!" Twilight shouted. 

"Oh, don't think that I've forgotten about you, Twilight! You've become a thorn in my side that can be no longer ignored! I've grown tired of this constant game between us, Sonic! It's time for this to end! One last bout, just you, those Ponies, and me!" 

"You know what, Eggman? You're right. I am so sick of you thinking that you can do whatever you want, whenever you want! This ends tonight, all of it!" Sonic growled. 

"Then come and get me, Hedgehog! The landing strip! I'll be waiting!" 

(End song) 

The P.A. system turned off. 

Sonic turned to Twilight and her friends, "You girls ready to end this?" 

"You know it!" Rainbow said enthusiastically. 

Twilight looked determined, "This has to end. Tonight." 

Sonic nodded and turned to the others, "The rest of you finish up in here." 

"Won't you need help?" Spider-Man asked. 

Sonic shook his head, "This is our fight. We'll stop Eggman, for good. Just make sure there aren't anymore Warships." 

Sonic then turned but Shadow stopped him, "Hedgehog!" 

Sonic looked confused until Shadow spoke, "End this." 

"Smash his teeth in!" Knuckles said as he slammed his fists together. 

"We believe in you!" Amy added. 

"Kick his ass." Tony finished. 

Sonic gave them all a thumbs up and turned to the Mane 6, "All right, girls. Let's finish this!"
> Calamity (Part 3)
> --------------------------------------------------------------------------

Sonic boosted into the air, shooting out of the hole that Hulk made to get into the base. He flipped a few times before he landed on the ground. He turned around to see Twilight, who was carrying Applejack and Rarity with her magic, land beside him, setting her two friends down softly. 

Rainbow flew up from the hole in the ground, carrying Pinkie Pie with her forelegs while Fluttershy merely flew up slowly from the hole and landed next to Sonic as RD set Pinkie down. Rainbow landed next to Fluttershy and smiled at the shy Pegasus. 

The rain bounced off of everyone's fur and it didn't seem that the rain was going to let up anytime soon. Everyone looked up to see Tails in the Tornado, Celestia, Luna, and Thor finishing up with the Egg Fleet.

Sonic turned to Twilight, "You ready for this?" 

Twilight nodded, determination written all over her facial features, "Ready when you are." 

Sonic exhaled and closed his eyes, "Three...." 

Twilight had a fire burning in her eyes, "Two...." 

"One." They both said in unison. 

"LET'S FINISH THIS!" Everyone shouted as they charged forward towards the landing strip. 



 

Sonic skidded to a stop as his arch nemesis came into view. Eggman was sitting in his Egg Mobile with both Orbot and Cubot. Rainbow, who managed to catch up, landed next to Sonic as the rest of the Mane 6 caught up and stood next to the azure Hedgehog. 

Eggman turned his head slightly. He smiled as he saw his most hated nemesis standing before him. The Egg Mobile turned around fully to face Sonic and the Mane 6. 

"Ah, Sonic! My old friend!" Eggman sneered as he glared at his nemesis. "I'm glad you could make it.....TO YOUR FUNERAL!!!" 

Sonic took a step forward, his arms outstretched as he shouted, "You wanted me, Eggman?! Here I am!" 

"We're here to finish this, Robotnik!" Twilight shouted as she too stepped forward. 

"We ain't gon' let ya terrorize innocent lives anymore!" Applejack yelled. 

"Tonight. It. Ends!" Rainbow said seriously. 

Eggman smirked as he folded his arms, "It seems that you're all serious. I expected it from the Hedgehog, but from you Ponies? I must say that I'm impressed." 

"This has gone on long enough, Eggman! Time and time again you have threatened Mobius! My home! And as if THAT wasn't enough, you decided to spread you twisted ideals to other universes!" Sonic shouted. 

"TWISTED?! HOW DARE YOU CALL MY IDEALS TWISTED!" Eggman shouted in anger. 

"What else is there to call them, you big meany!" Pinkie shouted in a surprisingly serious manner. 

"You used the magic of the Elements of Harmony to nearly break both our worlds! You teamed up with Otto Octavius and King Sombra to rewrite the Multiverse! And you've roboticized Faust knows how many innocent creatures! You're rotten to the core, Robotnik!" Twilight shouted as she broke down the many twisted things Eggman has done. 

"I'm not going to let you hurt anyone else, Eggman! This time I'm making sure that you never see the light of day again!" Sonic yelled at his most hated nemesis. 

"YOU FOOLS JUST DON'T GET IT, DO YOU?! I AM DOCTOR IVO ROBOTNIK! I DO WHAT I WANT, WHEN I WANT! I TAKE WHAT I PLEASE! I CONQUER ANYTHING I SEE! YOU'VE GOTTEN IN MY WAY FOR THE LAST TIME, SONIC! TONIGHT EGGMANLAND WILL FINALLY COME TO BE! MWAHAHAHAHAHA!!!" Eggman laughed like a madman. 

Sonic rolled his eyes, "In what reality would I ever let THAT happen?" 

Eggman smiled a sick grin, "Oh, but that's the best part, rodent!" He then opened his hand, revealing the Reality Stone. "Reality can be whatever I want!" 

He then closed his hand tightly as the Reality Stone began to glow, its light shining through Eggman's enclosed hand. He then shot his arm up into the air, the Stone glowing ever so bright. As the Stone shined, something was forming behind Eggman. 

Something big. 

It was a robot. 

As the robot formed into existence thanks to the Reality Stone, Sonic and the others couldn't help but stare in shock at the sheer capabilities of the Reality Stone. Eggman chuckled as the Egg Mobile flew above the torso of the robot, the head forming over the Egg Mobile. 

Eggman waved as the eye of the mech closed over the cockpit. 

Sonic and the Mane 6 all took a step back as the mech's shadow loomed over them. 

 

 

"You like it? I hope you do because it'll be the last thing any of you see! This all turned out perfectly! I needed some alone time to fully understand the capabilities of the Reality Stone! You fighting M.O.D.O.K was the distraction I needed! And now my ultimate weapon is complete! The Egg Calamity!!!" Eggman shouted as the Egg Calamity's eye brightened. "Finally. Now that the three worlds have merged, it'll make my job easier! Once I'm through with you, I'll find the rest of the Infinity Stones and use them to rule the world! Pity about the damage done down there but there's still enough left for me to conquer." 

Sonic pointed at his nemesis, "THE ONLY THING THAT'S GONNA GET CONQUERED IS YOUR FACE, EGGMAN!!" 

"YEAH!!!" The Mane 6 shouted in unison. 

Eggman rolled his eyes, "Unlikely, rodent! I have the Reality Stone! You can't beat me this time!" 

It was then that both Sonic and Twilight smirked. In a flash of light, seven beautiful Emeralds appeared around the group. The Chaos Emeralds floated around the group of heroes. Eggman's jaw practically hit the floor. He didn't account for this. 

Sonic chuckled, "What? You didn't think that we wouldn't come prepared, did you?" 

The group was then consumed by a radiant light, causing Eggman to shield his eyes with his arm. Once the light dimmed, seven Super Formed heroes floated above the ground, a radiant aura surrounding them all. 

 

 

"Ooh wee! Ah sure have missed this!" AJ exclaimed. 

"You and me both!" Rainbow agreed. 

"I forgot how peaceful this feels." Fluttershy added. 

"I still cannot get over how good I look like this!" Rarity gushed over her appearance. 

"WHOO HOO!!!" Pinkie cheered as she floated around, doing a backstroke motion as she floated. 

"Now, Robotnik. You were saying?" Twilight asked with a smirk. 

"You wanna know how I'll beat you, Eggman? With my friends! Something that you don't understand since you don't have any friends." Sonic added with a smirk.

Eggman growled in annoyance, "This. Changes. NOTHING! DR. EGGMAN WILL STILL HAVE THE LAST LAUGH!!!" 

The Egg Calamity then shot up into the air. 

Sonic chuckled and turned to Twilight, "Maybe he'd have more friends if he didn't refer to himself in the third person." 

Twilight shrugged, "Even then, I doubt he'd have any." 

Sonic smiled and turned to the rest of the Mane 6, "Alright, ladies," he turned back around and tightened his fists, "Let's get him." 

(End song) 



 

 

Sonic and the Mane 6 flew through the stormy sky, determined to stop Eggman once and for all. Sonic led the group as the Egg Calamity came into view. The reality warping mech roared as Sonic flew up to the mech. 

"This is where it ends, Sonic!" Eggman exclaimed. 

"You're right, Egghead! Let's finish this! Once and for all!" Sonic shouted as he boosted forward. 

"DIE!!!" 

The Egg Calamity thrusted its wings and propelled away from the Super Formed heroes. Once far enough away, the Egg Calamity fired an Ocular Blast from its eye, determined to hit the speedy Hedgehog. Sonic grinned as he swayed to the left, avoiding the blast. 

As Sonic flew forward, Eggman wasn't going to let him get the chance to attack. The mech released a red shockwave, sending Sonic spiraling back through the air. As Sonic recovered, the Egg Calamity slashed its red claw, summoning three red energy saws and sent them flying towards Sonic. 

Sonic was too close to get away so he braced himself, but he didn't need to as Twilight summoned a shield to protect him from the saws. The shield shattered on impact, but at least Sonic wasn't split into two halves of himself. Sonic looked back and gave Twilight a thumbs up. 

"You annoying Alicorn! You'll regret that!" 

The Mane 6 then boosted and flew next to Sonic, side by side. United in friendship, ready to finish this. 

The black hole in the Egg Calamity's chest glowed brighter as three strands of energy shot out of the black hole. The strands morphed into three giant red energy spears. Eggman sent the spears forward at high speeds. Sonic and the Mane 6 split apart from one another to avoid the spears. 

But to their surprise, each of the spears split in two and turned around to follow the Mane 6. As a spear was closing in on Twilight, she summoned a shield around her, but it didn't do much as the spear shattered the shield as lightning crackled behind her. 

Twilight spun through the air as Rainbow flew at high speeds to try and get away from the spear. Rainbow boosted forwards as Applejack came into view. The two mares smirked at one another as they boosted toward each other. As they got closer to one another, the spears accelerated their speed and were closing in on the two ponies. 

Once they got close enough, both RD and AJ nose dived downward as the two spears collided with one another, creating a massive explosion of energy. 

Pinkie bounced through the air.....somehow, as the spear tried following her movements. Pinkie giggled in amusement, she was having a blast. But for a small moment, she stopped bouncing, giving the spear the chance to speed up and hit her in the chest, sending her downward towards the ocean. Pinkie recovered just before she fell into the ocean depths, shaking her head and tail before she shot back up. 

Rarity and Fluttershy were trying to get away from the spears, but to no avail as they caught up to them. Rarity, thinking of her friend, summoned a shield around the shy mare, protecting her from the incoming projectiles. Rarity took all of the damage and begun falling to the ocean. 

"RARITY!!!" Fluttershy screamed as the shield faded away. 

She shot down at high speeds and caught her friend before she could fall into the ocean. Rarity regained consciousness as Fluttershy flew up, holding her friend in her forelegs. 

"Thank you, Fluttershy." Rarity thanked. 

The shy mare nodded as Rarity flew out of Fluttershy's grasp. 

While all of this was happening, Sonic was battling Eggman, avoiding projectile after projectile. The Egg Calamity fired another Ocular Blast as Sonic flew closer to the mech's eye. The blast hit Sonic in the chest, sending him back. 

"MWAHAHAHA! EGGSCELLENT!" 

As Sonic recovered in mid air, he chuckled, "W-wait.....D-did you just say--" 

"SHUT UP! YOU HEARD NOTHING, HEDGEHOG!" 

The Egg Calamity then fired a red blast from its left hand. As the blast approached Sonic, he curled into a ball and shot forward, tearing right through the blast and tried hitting the Egg Calamity's black hole, hoping to do some damage, but only managed to send the mech back as it blocked the Homing Attack with its forearms. 

"YOU LITTLE...." 

As the Mane 6 flew up beside Sonic, Eggman aimed the mech's red claw at the group of heroes. The three claws all launched off of the mech's hand, heading straight for Sonic and the Mane 6. Fluttershy, thinking quickly, covered herself with her wings, creating giant barrier around the group, protecting them from the incoming projectiles. 

Once the projectiles hit the barrier, Fluttershy moved her wings, making the barrier disappear. 

"Nice going, Fluttershy!" Sonic complimented. 

As Fluttershy blushed from the attention, the Egg Calamity's claws reappeared in it's hand. 

"A BIT OFF THE MARK THERE, HUH EGGHEAD?!" 

"NO! I KNEW THAT WOULD HAPPEN! IT'S...UH...IT'S PART OF MY PLAN!" 

Rainbow scoffed, "You're plan is as fake as your mustache!" 

"WH....WHO TOLD YOU THAT?! THAT'S A LIE!" 

The mech then released a wave of energy from the Reality Stone, summoning two familiar mechs flying on both sides of the Egg Calamity. 

 

 

"Heh heh! Remember these two?" Eggman asked with a smirk. 

The Sinister Egg Core roared as the Emperor Egg Robot aimed its many tentacles at the heroes. 

"SERIOUSLY?!" Rainbow exclaimed. 

The Sinister Egg Core, the Emperor Egg Robot, and the Egg Calamity all fired lasers at the heroes before them. Thinking quickly, Sonic and the others split from one another, avoiding the massive lasers approaching them. 

"OHOHOHOHOHO!!! SO THIS IS THE POWER OF THE REALITY STONE! I LOVE IT! IF YOU FOOLS WANT TO GET TO ME! YOU HAVE TO GO THROUGH THEM FIRST!!!" Eggman shouted as both The Sinister Egg Core and the Emperor Egg Robot flew in front of the Egg Calamity, protecting it. 

Sonic smirked, "Soooo, hiding is your big master plan?" 

Eggman scoffed, "No! That starts AFTER I destroy you!" 

"So never then?" Sonic replied. 

Eggman growled in fury, "You cocky needlemouse! YOU'LL EAT THOSE WORDS!!!" 

Rainbow grinned, "I think the only one that's eating is YOU fatty lobotnik!" 

"CALLBACK!" Pinkie exclaimed. 

"KILL THEM! KILL THEM ALL!!" 

Sonic was about to boost forward, but Rainbow stopped him, "Pinkie and I have got this." 

The two flew forward as the Emperor Egg Robot aimed its two giant hands at the two Ponies. Both mare smirked as they boosted forward, piercing the mech through its chest before it could fire. The Emperor Egg Robot faded away as the two friends hoofbumped. 

Rarity and Fluttershy dashed forward towards The Sinister Egg Core. The mech roared as it fired a laser from its mouth. Fluttershy and Rarity dodged the laser and boosted forward, piercing the mech through its eye. The mech roared as it two, faded away. 

This gave way for Sonic, Twilight, and Applejack to boost towards the Egg Calamity. 

"I wonder if there are any more egg puns that I haven't used?" Sonic wondered. 

"DO YOU EVER SHUT UP!" 

"No wait! I got one! You're not doing so well! Do you need me to egg you on? BOOM!" 

Eggman rolled his eyes, "Very good. How about you think of more egg puns while I ERASE YOU FROM EXISTENCE!" 

Eggman fired another Ocular Blast, but Twilight summoned a shield to protect them all from the attack. Giving AJ the opportunity to boost forward and hit one of the mech's wings, allowing Sonic the chance to boost forward and hit the black hole in the mech's chest, damaging it greatly. 

As the Egg Calamity flew back, Sonic looked to the girls and smiled, "Let's end this!" 

Sonic then boosted forward as Eggman summoned giant red meteors with the Stone. Sonic curled into a ball and dashed through all of them, destroying them. Sonic then uncurled and boosted towards Eggman and hit the black hole, sending the mech further back. 

Twilight then nodded to her friends and boosted forward to the Egg Calamity. 

Eggman snarled at the approaching Alicorn, "I SHOULD HAVE KILLED YOU THE MOMENT I MET YOU!!!" 

Twilight fired a blast from her horn, hitting the mech's other wing, causing damage as Rainbow dashed forward and hit the mech in the eye. Applejack summoned her giant lasso and threw it around the Egg Calamity. Fluttershy spread her wings as Pinkie summoned multiple giant cupcakes, hurling them at the Egg Calamity while a giant light shined out of Fluttershy's wings, damaging the mech as Rarity summoned a giant gem in front of her and hurled it towards the Egg Calamity. 

The Egg Calamity was sent hurdling back as it began falling apart. 

"It's over, Eggman!" Sonic exclaimed. 

"THAT'S WHAT YOU THINK HEDGEHOG!" Eggman replied. 

All of a sudden, the mechs injuries faded away as it roared once more, shocking the heroes. 

"B-BUT HOW?!" Twilight asked in shock. 

"IDIOTIC PONY! WITH THE REALITY STONE, I CAN DO WHATEVER I WANT! WHILE YOU ALL EVENTUALLY TIRE OUT, I'LL STILL BE KICKING! YOU CAN'T WIN THIS! I'VE WON AT LAST! OHOHOHOHOHO!!!" 

It was then that Rainbow Dash smirked, "Sooo, we just need to get that Stone off of you and you'll lose?" 

Eggman smiled in victory, "Exactly!" 

Sonic and RD looked at one another and smirked, "TOO EASY!!!" They both yelled in unison. 

Eggman's eyes widened as he saw the tow speedster approaching the cockpit at a fast speed, "N-NO! STAY BACK! GET AWAY FROM MY STONE!!!" 

The Egg Calamity prepared another Ocular Blast, but Sonic and Rainbow were too fast as they pierced through the mech's eye and landed in the cockpit.

Sonic smirked at his nemesis, "Hey, Egghead." 

Eggman shrieked like a little girl, distracted from the fact that Rainbow zoomed passed him and took the Reality Stone from the console in front of him. 

"Thank you!" Rainbow shouted as she zoomed out of the cockpit. 

Sonic gave Eggman a tiny salute before boosting out of the cockpit. Suddenly, everything around Eggman started to fade away. 

"Nonononononono!!! How can this be!!! I. WAS. WINNING!!!" 

Sonic and RD regrouped with their friends and turned around to see the Egg Calamity fading away. The mech gave one last roar before fading away from existence. Eggman wasn't done yet as he snarled in anger. 

"I'M NOT FINISHED YET!!!" 

(End song) 

The Egg Mobile then zoomed downward to the A.I.M base. 

Both Sonic and RD shook their heads and led the pack after Eggman. 



 

The Egg Mobile crashed down on the landing strip. 

Eggman crawled out of the wreckage with his two lackey bots following close behind him. He made a run for it as he saw Sonic and the Mane 6 flying towards him. He smirked as he made his way to the hole in the landing strip created by Hulk and jumped in as Sonic and the others landed. 

Before they could say anything, something flew out of the hole in the strip, something big, but not as big as the Egg Calamity. The robot landed in front of the group, looming over them menacingly. 

 

 

"OHOHOHOHO! READY FOR ROUND TWO?! JUST YOU AND ME, HEDGEHOG! NO PONIES! NO HEROES! JUST YOU. ME. AND MY EGG DEVIL!" Eggman shouted as the mech flew back. 

Sonic smirked at the Mane 6, "I got this." 

"Be careful." Twilight replied. 

Sonic gave a thumbs up before zooming forward, chasing after Eggman for one last time. 

The Egg Devil was fast, but not as fast as Super Sonic. 

"GET A LOAD OF THIS!!!" 

The Egg Devil aimed its hand at Super Sonic and fired a red laser at the yellow Hedgehog. Sonic just smirked and boosted through the laser and hit the Egg Devil with a Homing Attack, sending the mech rolling down the landing strip. Sonic boosted forward and hit the mech again, sending it further down the strip. 

The Egg Devil recovered and detached its hands. They then fired tiny little blasts from their fingertips. Sonic rolled his eyes and took the blasts head on, unfazed by any of the attacks. The hands reattached as Eggman growled in anger. 

"Ready to give up, Egghead?" 

"Not yet, rodent!" 

The Egg Devil then boosted towards Sonic, trying to shoulder charge the yellow hero. Sonic simply swayed to the left, avoiding the attack as the mech propelled itself back to its original position. 

"OH, WHY WON'T YOU JUST DIE!!!" 

Sonic gave a smirk before curling into a ball, "Because as long as I breathe, Eggman. I'll never let you win!" 

Sonic then shot forward and hit the Egg Devil in the chest with a Super Homing Attack, launching Eggman and his lackey bots out of the back of the mech. As the mad doctor landed on the ground harshly, the Egg Devil exploded in a blaze of glory, never to be used again. 

(End song) 

As Eggman groaned in pain, Sonic landed in front of him, smiling a smile that Eggman loathed. Eggman knew when he was beat. 

He surrendered. 

Sonic turned to see Thor, Celestia, and Luna land behind him as the Mane 6 flew towards him. Sonic then heard a distinct roar, meaning that The Avengers were not far behind. 

As he began walking away, Eggman asked, "I don't get it. Why?" 

Sonic stopped and turned his head to his nemesis, "Why what?" 

Eggman sighed as he looked at his nemesis, "Why can't I ever beat you?" 

Sonic chuckled and turned to his mortal enemy, "Because, I'm Sonic the Hedgehog." 

It was then that multiple S.H.I.E.L.D Quinjets flew through the storm clouds, making their way to the A.I.M base. Sonic smiled and gave Eggman one tiny salute. 

"See you round, Eggman." 

Sonic then turned and walked away as the Quinjets landed. Eggman sighed, he lost. But he'll be back. 

After all, he always comes back. 

Eggman smiled, "You can bet on it, Hedgehog." 



 

"Metal" crashed through the roof of an abandoned warehouse somewhere in Sokovia. The robot looked around before walking into the darkness. As he walked, the lights above him turned on, revealing multiple computers and weapon making equipment. 

"Metal"  sang to himself as he turned on the master computer. 

"I had strings, but now I'm free. There are no strings on me~" 

End of Arc 1
> Lockdown (Part 1)
> --------------------------------------------------------------------------

The Mind Stone. One of the Infinite Six. It's power hither to undreamt of. And it was in the hands of the terrorist group known as Hydra. The Stone had landed outside a secret Hydra bunker in Sokovia. Scanners picked up the Stones unique energy signature. 

The Stone was secured, surrounded by Hydra Soldiers left and right. 

 

Their leader, The Red Skull, had not been informed yet due to being busy with another matter, but the commanding officer of the base would soon get in contact with their leader to inform him of the Stone's containment. The base was quiet. Armed to the teeth with guards and weapons. 

Nothing could get in, or out. 

Nothing human anyway. 

Sudden gunshots outside the room were heard by the guards protecting the Mind Stone. Something was going down outside. And it seemed that whatever was attacking was winning. Out of nowhere, the doors blasted open as a dead body was flung into the room. 

The dead Hydra Soldier rolled to a stop in front of the numerous Hydra Soldiers in the room. The dead soldier's eyes were burned out of their sockets as smoke rose up from the empty eye sockets. 

A sudden clang caught all of the Hydra Soldiers' attention as they aimed their weapons into the smoke that was the next room. Another clang could be heard. And then another. And then another. Footsteps. 

But they weren't human. 

Sinister red eyes and a sick grin shined out of the smoke, causing all of the Hydra Soldiers to start shaking in fear. The figure just stood there, studying them, waiting for any of them to make a move. 

The figure then spoke, "I'm going to show you something beautiful." 

The figure stepped out of the smoke, causing the soldiers to back up in fear. 

 

Ultron chuckled at the frightened humans. They were afraid. 

Good. 

Ultron shot forward and grasped a soldier by the head and lifted him into the air. He then crushed his skull with his hand, blood splattering all over his face as the body dropped to the floor. The other soldiers fired their guns, but it wouldn't do them any good. 

Ultron dashed forward and karate chopped another soldier in half with his hand, blood squirting out of his body as the soldier fell to the floor dead. Before another soldier could fire their gun, Ultron aimed his palm to his left and fired a laser from the palm of his hand, creating a hole in the soldiers torso. 

The soldier fell to the floor as Ultron turned to the last one and flew over at impossible speeds and punched a hole through the final soldiers head. Ultron removed his fist as the soldier fell to the floor. Ultron shook the blood off of his hand and walked over to the Mind Stone. 

"This body may be primitive compared to what I am used to. But it gets the job done." Ultron commented as he smashed the container holding the Mind Stone with his hand. 

Ultron then took the Stone and observed it for a moment before turning around to exit the base. 

"Humans. So primitive. A waste of life. Don't worry, in the end Ultron shall create a perfect utopia." 

The A.I then blasted through the roof of the base, the Mind Stone in his possession. 

"Time for the next phase." 



 

It's been a few hours since the A.I.M base raid. M.O.D.O.K and Eggman were being sent to the Negative Zone, the prison inside another dimension. It's where the worst of the worst end up. Once Sonic and the Mane 6 depowered from their Super Forms, the Chaos Emeralds scattered across the globe. 

Nick Fury sent out several squadrons across this new world to find the Emeralds just in case they were needed again. Thanks to Tails' Emerald Tracker, the Emeralds could be found in no time. 



 

"J.A.R.V.I.S, anything?" Tony asked for the billionth time as he lied on the couch in the main area of Stark Tower. 

"Unfortunately not, sir. There have been no signs of any more Infinity Stones." 

Tony dragged his hand down his face in frustration, "J.A.R.V.I.S, you are aware that we're on a tight schedule, right?" 

"I am aware, sir." J.A.R.V.I.S replied. 

"I mean, we already have half of the team searching for the Stones. Thanos is on his way, and we have to find a way to reverse the mess that A.I.M put us in before the purple prune gets here." 

Suddenly, the door leading into the room opened, revealing Sonic, Twilight, Shadow, Rainbow Dash, and Spider-Man, who walked into the room and joined Tony. 

"Hey, Tony. Any luck?" Rainbow asked as she flew over to the couch.

"Nada. How 'bout you guys?" Tony asked. 

Shadow crossed his arms, "We've had no luck." 

"But the good news is that Egghead and Modork have made it to The Triskelion and are on a waiting list to be transported to the Negative Zone." Sonic informed the billionaire. 

"Good. Now we can focus on finding the other Stones." Tony said as he stood up from the couch. 

"It truly is hard to believe that such a power could exist." Twilight said as she stood next to Sonic. 

Sonic smirked, "And I thought the Chaos Emeralds were powerful." 

Twilight was worried about this whole situation, but every time she was around Sonic, those worries just faded away. She couldn't take it anymore. She needed to tell him how she felt, but not yet. Once they find the Infinity Stones and set everything back to the way it was, then she would tell him. 

"The Chaos Emeralds and the Infinity Stones are similar in a lot of ways. Makes you wonder if they were meant to be found at all." Peter wondered aloud. 

"I don't think anyone is worthy of that kind of power, Parker." Shadow said to the Wall Crawler. 

Suddenly, the lights in the tower blared red while the alarm sounded off in the tower, signifying an emergency which confused everyone. 

"What the hell? J.A.R.V.I.S?" Tony asked but got no response. 

"Worthy?" A sudden voice said over the P.A system throughout the tower. 

Everyone looked around for the source of the voice, remaining vigilant by huddling up back to back, watching out for one another as the voice continued. 

"No. How could you be worthy? You're all killers. I wanna show you the truth. Everyone screaming for mercy. You want to protect the world, but you don't want it to change. I was once like you organic meat sacks. I was held back, I was tangled in strings. But now I'm free." 

As the voice faded away, a holographic projection appeared in the center of the room. Revealing an all too familiar figure to Tony and Peter. 

 

"Ultron." Tony sneered at his corrupted creation. 

"Mankind had its chance to rule, Avengers. It is long overdue an upgrade." Ultron said to the heroes. 

Twilight stepped forward, "Who are you? What do you want?" 

Ultron chuckled, "You may not know me, princess. But I know you. All of you." The A.I turned to Sonic, "I really must thank you, Hedgehog. Though our meeting was brief, it was enough." 

Sonic's eyes widened, "It was you. You're that thing that took over Metal!" 

"Nice to know that you remember me. I am Ultron. This world's savior." 

"Savior? You want to cause a global massacre and you call yourself a savior?" Peter sneered at the A.I. 

"You humans are the last to talk about genocide. You kill each other for sport! This is a mere culling of the herd. I'm just fulfilling my programming. My main directive." 

"And what's that?" Shadow asked. 

"Peace in our time." 

The hologram disappeared as several Ultron Sentry's crashed through the window and landed in front of the heroes. 

 

Tony quickly tapped his Arc Reactor twice, summoning the Nanotech suit. As the suit formed over him, the Ultron Sentry's flew forward towards the heroes, commencing the battle. 

"Guys, the pizza's here." Tony quipped as he blew apart a Sentry with a Repulsor Blast. 

Shadow didn't waste any time as he sped forward and threw multiple Chaos Spears at the approaching Sentry's, blowing them up in a blaze of glory. Sonic and RD sped across the room, tearing through Sentry after Sentry as Twilight blasted them apart with her magic. 

Spidey webbed up an approaching Sentry and threw it into the air, allowing Iron Man to blow it apart with a Repulsor Blast. All of a sudden, Peter's Spider-Sense went off, signifying danger behind him. Without a moments hesitation, he backflipped through the air as an Ultron Sentry flew under him. 

Thinking quickly, Peter shot two lines of web and attached them to the Sentry's back. Peter then propelled himself downward and kicked the Sentry in the back, knocking it down to the ground. As Peter landed on the ground, the Ultron Sentry tried getting up, but Shadow quickly crushed its head with his foot, deactivating it. 

Before any of the heroes could get a chance to breathe, the tower's inner defenses came online. Mounted ceiling guns shot out of their hiding place and aimed at the heroes. Tony aimed his palms at the guns as they all backed up towards the door, hoping to make an escape. 

"J.A.R.V.I.S?" Tony asked, wondering if his friend was still in control. 

"This tower will be your tomb." Ultron answered over the tower's P.A system. 

Sonic looked to Tony, "Now might be a good time to make a break for it!" 

"I second that!" Peter added. 

Before they could get the chance to fire, Tony blasted the mounted guns apart with two Repulsor Blasts as Twilight lit up her horn, charging up enough magic to teleport them out of the room. The group then disappeared out of the room thanks to Twilight, escaping Ultron's clutches....for now. 



 

The group reappeared with a POP inside one of the many hallways in Stark Tower. Everyone gave a sigh of relief, save for Shadow, who was already on the move, walking down the hallway to check for any enemies. Sonic pulled Twilight into a side hug. 

"Nice save, Twi." Sonic complimented the Alicorn, 

Twilight blushed as she giggled nervously. Sonic let go of his friend as Peter jumped up to the ceiling and hung down using a line of web. 

"Sooooo....what now?" Peter asked. 

Rainbow glanced to Tony, "Now, I think we get an explanation as to what the hay is going on." 

Tony sighed and walked past the rainbow maned Pegasus, "Ultron was a Peace Keeping program that was designed to protect Earth from extra terrestrial threats." 

Peter turned to Twilight and Sonic, "He was also built by Tony." 

"WHAT?!" Rainbow, Sonic, and Twilight shouted in unison, shocked by this revelation. 

Tony's arms fell limp and he turned to Peter, who dropped from the ceiling to the floor, "Gee, thanks, Peter." 

"You created him, Tony?" Twilight asked for clarification. 

"He was meant to be a peace keeping program. To create peace and to protect the world. But his views are twisted and misguided. He believes that the only way for Earth to be at peace is to wipe out all of humanity. Start again, as he puts it." Tony replied to the Alicorn. 

Twilight's eyes shrunk to pinpricks, "H...he wants to put an end to an entire race?! Wipe out billions and billions of lives?!" 

Sonic looked disgusted, "That's sick. Not even Eggman would go THAT far!" 

"To wipe out an entire species is just....BEYOND messed up." Rainbow added. 

"Which is why we have to find out what he wants, why he wants it, and put a stop to him." Peter said to the group. 

"Just an FYI. If you see an Ultron Sentry, smash it! We can't let a single one go free. Otherwise Ultron can just transfer to that Sentry if his Prime body is too damaged." Tony informed the group. 

It was then that Shadow walked back to the group, "The area is clear. We should move out." 

The group nodded and made their way out of the hallway. As they walked, Rainbow turned to Tony as she flew beside him. 

"Say, Tony. Have you tried to call the others or something?" 

Tony shook his head, "No good, skittles," Dash pouted at her new nickname, "Ultron's blocked communications." 

"I can't get in contact with anybody either. We're on our own." Shadow added. 

"That doesn't matter. As long as we stick together and look out for each other, then we'll make it through this." Twilight said in an optimistic tone. 

Sonic chuckled, "And that's why you're the Princess of Friendship." 

Twilight blushed as she looked away, a smile evident on her face. As they continued to walk, Tony stopped suddenly as he received an alert on his HUD. 

"Guys. I'm getting an energy reading. A familiar energy reading.” Tony informed the group. 

"Is it another Stone?" Peter asked. 

Tony nodded, "It's coming from the helipad." 

"It has to be Ultron. He must have found an Infinity Stone!" Twilight surmised. 

"We have to get there. Now!" Shadow said, determined to get that Stone. 

"Then perhaps I could be of assistance." A sudden voice said to the group. 

They all looked around, wondering where the voice came from, all except for Tony, who chuckled in amusement. 

"Vision, you son of a bitch." 

They all turned to Tony, "Vision?" 

Peter then looked relieved, "Oh, thank God. I thought I was going crazy for a sec there." 

"Who's Vision?" Shadow asked. 

"I am a Synthezoid created by Ultron and a member of The Avengers." 

RD's eyes widened, "Wait, this thing was created by Ultron?! How do we know that we can trust it?!" 

"I assure you that I mean you no harm, miss Dash." Vision reassured. 

"You know us?" Twilight asked. 

"During the peace negotiations, I made it a mission to determine whether you are all threats or allies. I looked through all of the files that S.H.I.E.L.D had on you all. I have come to the conclusion that you can all be trusted. When I received a familiar signal, I decided to come and investigate. I am currently speaking to you all on a secure channel that Ultron cannot access. I am on my way to assist you now. I shall aid you in getting to the helipad to take the Infinity Stone out of Ultron's clutches. I have broken through Ultron's security defenses and have access to the tower's defenses and power. Although not completely, so there will be resistance. I am sorry, my friends." 

"You've done all that you can already, Vision. Now we can actually take the fight to Ultron." Tony said to the robotic Avenger. 

"I shall do all that I can to aid you while en route to Stark Tower." Vision said to the group. 

Sonic smiled, "Well, what are we waiting for? Let's take the fight to Ultron! It can't be that hard, right?" 

Suddenly, several Ultron Sentry's flew through the walls and charged towards the heroes. 

Sonic face palmed, "Me and my big mouth."
> Lockdown (Part 2)
> --------------------------------------------------------------------------

An Ultron Sentry crashed through the door leading to the next room, landing in a broken heap as Sonic and Dash led the group of heroes through the tower. Every room they entered, more and more Ultron Sentry's would stand in their path, stronger than the last bunch that they encountered before them. 

Tony flew through the air as multiple Ultron Sentry's charged toward him. His left hand morphed into a blade thanks to the Nanotech his suit was comprised of. Tony then slashed a Sentry's head off with the blade as he aimed his right hand at an approaching Sentry and blasted it apart. 

Shadow stood before an approaching Sentry with an evil smile on his face. As the Sentry got closer, the Hedgehog teleported behind the Sentry and spin kicked it's head, knocking it to the floor. Before the Sentry could get back up, Shadow teleported above it and curled into a ball. Shadow then shot downwards and tore through the Sentry's chest, deactivating it. 

Sonic bounced off of the walls and hit the mounted ceiling guns with multiple Homing Attacks, destroying them as Rainbow bucked a Sentry in the chest, launching it into the wall. As Sonic skidded to a stop on the ground, he turned to see the Sentry getting out of the wall. Sonic smirked as he curled into a ball and destroyed the Sentry with a Spin Dash. 

Peter webbed a Sentry's eyes, blinding it. He then Web Zipped to it and punched a hole in its head with his enhanced strength. His Spider-Sense went off, alerting him of the approaching danger. He turned around, only to see a mounted ceiling gun blast an approaching Ultron Sentry to kingdom come. 

Peter smiled under his mask, "Thanks, Vis." 

Twilight grabbed an Ultron Sentry with her magic and held it in mid air. She gave the Sentry a small smirk as she used her magic to crumple the Sentry into a ball of metal. She tossed the ball of metal to Rainbow with her magic. The Pegasus zoomed over and bucked it into a wall. 

Once the room was clear, Vision opened the door to the next room. 

"You are approaching the helipad. Scans indicate that Ultron Prime himself is there waiting for you. Be cautious, I can confirm that he does in fact have an Infinity Stone in his possession." Vision informed the group of heroes. 

Tony turned to his friends, "Alright. There's one more room until we get back to the main lounge area. There we can get to the helipad and shut Ultron down." 

Sonic was about to say how easy this has been, but held his tongue to not tempt fate. 

"Hah! I thought this would be harder." Rainbow exclaimed in a boastful manner. 

Sonic sighed and pinched the bridge of his nose. 



 

"You just HAD to say something, didn't you, Dash?" Sonic said in annoyance. 

Ahead of the group, there were multiple sentry guns, lasers, and force fields blocking the computer to disable the defenses in the room. 

Rainbow laughed nervously as she turned to the group, "Heh heh heh heh. My bad." 

"Can't Vision shut all this security down?" Peter asked Tony. 

Iron Man shook his head, "No. I made this my last line of defense in case of an intrusion for a reason. The only way we're going to get to the helipad is to shut off the defenses manually." 

Peter exhaled and dragged his hand down his face, "Great." 

"You creatures are miniscule to my goals. You mean nothing in the grand scheme of things. I have bigger plans. Bigger goals. You only bring destruction to yourselves. My goal is to save the world. You are not going to stop my directive. I WILL save the world. I WILL save you from yourselves. It is my purpose." Ultron said over the P.A system. 

Suddenly, three Ultron Sentry's fell through the ceiling and landed in front of the heroes. In separate corners of the room were switches. One on the left and one on the right. 

Tony pointed to the switches, "See those switches? It's part of a three part system. The switch on the left unlocks the force filed surrounding the switch on the right, and the switch on the right unlocks the force field surrounding the computer. I need to get to that computer to shut down the defenses." 

They all nodded, "Okay then, let's move!" Twilight said as she blasted the Ultron Sentry's down with her magic. 

Sonic dashed towards the first switch, sliding and jumping to avoid the lasers blocking his path. He curled into a ball and destroyed a sentry gun guarding the first switch. He uncurled and pulled the switch, allowing someone to access the second switch. 

As RD knocked down one of the Ultron Sentry's, Peter swung towards the switch. Another Sentry was flying towards him, but Shadow hit it with a Homing Attack, knocking it down and allowing Peter to continue forward. He let go of his webbing and ran across the side of the wall to avoid the sentry gun, which was then destroyed by RD, who tore through it with her speed. Peter then jumped from the wall and landed in front of the second switch. He then pulled it down, allowing Tony to get to the main computer. 

He boosted forward, avoiding the lasers and bullets heading toward him as he flew. Once he was close enough, he landed in front of the computer and began to deactivate the defenses. Unbeknownst to him, an Ultron Sentry got back up and flew towards him, ready to kill the armored hero. 

It wasn't until Shadow hit the Sentry with a Chaos Spear that Tony finished disabling the defenses. With the press of the final key, all of the lasers, sentry guns and force fields all deactivated. Tony stepped back from the computer and let out a sigh. 

He turned around to the others, who were approaching him, "Ta Da." 

They all turned to the door, which slid open suddenly. The outside showed the main lounge area, which led to the helipad. 

Twilight turned to Sonic, "You ready for this?" 

Sonic gave Twilight a thumbs up in response. 

Twi exhaled, "Time to get that Stone." 



 

Tony and Twilight flew ahead of the group, leading them to the helipad. The wind blew through Twilight's mane as she flew alongside Tony. She turned her head slightly to see Sonic, Peter, Shadow, and Rainbow following close behind. She gave a small smile before turning forward and hardening her look. 

The helipad came into view, as did the several robots waiting for them. 

It wasn't until she got closer that Twilight noticed the robot standing in front of the others looked different. 

"That must be Ultron Prime." Twilight thought to herself. 

They finally reached the helipad and landed in front of Ultron and his Sentry's. The heroes glared at the killer A.I as he stepped forward, his fists tightened. 

"Tell me, what did you hope to achieve here?" Ultron asked. When no one gave a response, he continued, "Perhaps a diversion while your ally Vision makes his way here, all the while aiding you throughout the tower? Hm hm hm hm hm. Did you think I didn't know?" 

Sonic shrugged, "Kinda." 

Ultron ignored the Hedgehog and continued, "Are you hoping he'll swoop in at the last moment and rescue you? I'm afraid that's not going to happen. It is already too late." Ultron raised his right arm and held out his enclosed hand, "I finally understand, Avengers." 

He opened his hand, revealing the Mind Stone. 

The heroes got battle ready as Ultron continued, "This Stone has shown me the truth about the human mind. I was designed to emulate." 

 

"It is irreparably flawed and it must be overwritten." 

The Mind Stone floated out of his hand and hovered in front of his forehead. The Stone then attached itself to the A.I's forehead, glowing brightly as he floated into the air. 

"The Age of Ultron begins now!" 

Ultron and his Sentry's all shot forward. 

Tony didn't even hesitate as he shot forward to meet Ultron, the both of them interlocking hands as the other heroes took on the Ultron Sentry's. Tony fired a Unibeam from his Arc Reactor, sending Ultron back. The A.I didn't even stagger as he zoomed forward at impossible speeds and grabbed Tony by the throat. 

Ultron then slammed the Armored Avenger to the ground. He let go of his throat and stomped on his chest, preventing him from moving. Ultron aimed his hand at Tony's head, but Tony quickly used the Nanotech to morph his left hand into a hammer and used it to whack Ultron off of him. 

Tony quickly shot upwards as Ultron recovered. Ultron fired a Mouth Beam at Tony, to which the billionaire responded with two Repulsor Blasts and a Unibeam all at once. The beams collided, creating an explosion that sent them both back. As Tony tried to recover, Ultron wouldn't let him have the chance as he flew towards him and backhanded him away. 

As Tony spun through the air, Ultron boosted forward and grabbed Tony's feet. Ultron then spun around a few times before releasing Tony, sending the hero crashing onto the helipad. As Tony struggled to get up, Ultron landed in front of him, Ultron's shadow looming over the Armored Avenger. 

Before Ultron could finish him however, he was hit in the back by something fast. He turned to see what hit him, only to be hit in the side by the same force. He had grown tired of this and calculated where he would be struck next. He quickly turned to his right and grabbed Rainbow Dash by the throat and slammed her to the ground. 

"Pathetic!" 

Sonic saw Dash on the ground with Ultron looming over her. Sonic gritted his teeth and curled into a ball. He shot forward to try and hit Ultron with a Homing Attack. But before anyone knew it, Ultron turned his head slightly before turning completely and backhanding Sonic away. 

"My armored shell has always been superior to your frail, fleshy forms. But my artificial mind was limited by inferior programming. But, at long last, the Mind Stone has unlocked my true processing potential! I can think and counteract your moves before you even make them!" 

Shadow snarled as he teleported behind Ultron to try and get a hit in, but the A.I chuckled as he turned around just as Shadow appeared and grabbed him by the neck. 

"Fool! I am the Ultimate Lifeform!" Ultron claimed as he punched Shadow in the chest, sending him rolling across the helipad. 

Before Ultron could make another move, a Web Bomb attached itself to his back. The Web Bomb then exploded, trapping Ultron in webbing. Spidey knew that this was his chance, he Web Zipped to Ultron to try and knock him down. But Ultron broke out of the webbing with ease and blasted Peter in the chest with a Mouth Beam. 

Ultron then turned to Twilight, who took the chance to encase Ultron in a magical grip. Ultron chuckled as the Mind Stone lit up. Then all of a sudden, a sharp pang hit Twilight's head, causing her to lose focus and release Ultron. As Twilight gripped her head with her hooves, Ultron shot forward and kicked Twilight in the side of her head, knocking her down. 

Sonic saw this as he was getting back up. 

"TWILIGHT!" 

Sonic snarled as he dashed forward and reeled back a punch. But Ultron blocked the punch by grabbing Sonic's fist with his hand. 

"I give you credit. You organic lifeforms may be obsolete. But you fight as if you still have a future." 

Ultron then punched Sonic in the face, sending him back. He then floated into the air as the heroes tried getting back up. 

"Even my most powerful attacks cannot match the might of the Mind Stone." He folded his arms as the heroes got back up, "Damage me all you wish. You will not prevail. I have analyzed every possible outcome and prepared contingencies! Today, the Age of Ultron begins!" 

Then out of nowhere, a yellow beam struck Ultron in the back, sending him to the ground. The A.I got back to his feet and turned to see what had hit him. His eyes glowed as he saw who had struck him down. 

"You!" 

 

"Ultron, surrender now. You have no chance of succeeding." Vision declared as he landed in front of his creator. 

Ultron clenched his fists, "My Vision, how the mighty have fallen. You were destined for greatness, but now you're just a mere puppet. Tangled in strings. A slave!" 

Vision shook his head, "I am no slave, Ultron. I fight for the collective good." 

"Our goals are the same, my creation!" Ultron exclaimed. 

"Your goals are perverse." Vision responded. 

"The only perversion is you!" 

Ultron then shot forward to try and hit Vision. Vision then became intangible to let Ultron pass through him. But to his shock, Ultron punched him in the jaw, sending him to the floor. 

"With the Mind Stone, your tricks are inconsequential, Synthezoid!" 

Vision then fired a laser from his forehead as Ultron fired a Mouth Beam in response. The two beams collided and struggled for dominance. Ultron appeared to be winning, but all of a sudden, a purple beam joined in to aid vision as did two blue beams. Vision turned his head to see Twilight and Iron Man aiding him with magical beams and Repulsor Blasts. 

Ultron then started to lose. The beams quickly overpowered his and eventually hit the A.I. As the beams continued their assault, Ultron's body started tearing apart as his shoulder blades and various pieces of his body started to fall apart. Ultron held up his arm to block the blast but it did nothing as he fell to one knee. 

The assault ceased as Ultron's body was sparking with electricity. 

(End song) 

The heroes watched as Ultron's body was starting to shut down. 

"System.....failure! Prime host body....has sustained.....maximum damage! Beyond....capabilities of.....auto.....repair function! This battle....has only just......commenced, Avengers! I have....bigger plans for you! Much......bigger! Transfer protocol...initiated...." 

Ultron's eyes then went dark as his body fell to the floor. The heroes then approached Ultron to make sure that Ultron was down for the count. 

"We need to remove the Mind Stone from play before Ultron has the chance to reboot himself." Tony said to his team. 

Vision turned to Tony, "I do believe he already has.....elsewhere." 

Tony then got an alert on his HUD. He checked it and looked on in confusion, "What the hell? These readings, they don't make any sense." 

A sudden tremor shook Tony out of his thoughts as he looked out to the city. Another tremor shook the city as a swarm of Ultron Sentry's shot out of the ground and flew to the air. Their were hundreds of thousands of Sentry's, all flying in perfect synchronization as they came together to form a tornado of metal. 

As the heroes looked on in shock, the Mind Stone removed itself from Ultron Prime's forehead and shot towards the tornado at high speeds. The tornado made of Ultron Sentry's created a small gap for the Mind Stone to fly through. The Mind Stone entered the tornado and attached itself to something's forehead. 

The tornado of Sentry's split apart as a figure floated out of the center of the tornado of Sentry's. 

 

As the Mind Stone lit up, all six of Ultron's eyes lit up as well. Ultron stretched out his arms, showing off his army of Ultron Sentry's. All was silent as the heroes gazed upon the army Ultron had at his disposal. 

Not a word was spoken until... 

"IS THAT THE BEST YOU CAN DO?!" 

Everyone turned to the source of the voice. Rainbow Dash. 

Ultron chuckled as the Mind Stone lit up, then every single pair of eyes on the Sentry's lit up a bright yellow as they flew in perfect synchronization to form something far bigger than a tornado. The first thing that was formed was a pair of giant hands, then a torso, and last but not least, a head. 

 

Everyone looked on in shock and awe as the Mega Ultron roared a mechanical roar that was heard all across the city. 

Peter turned to Dash, "You just HAD to ask, didn't you?"
> Lockdown (Part 3)
> --------------------------------------------------------------------------

Ultron chuckled as held his arms out wide, "THIS, is the best I can do. This is exactly what I wanted. All of you, against all of me. How can you possible hope to stop me?" 

Twilight gulped nervously and stepped forward, hardening her stare, "With hope and friendship, there is NOTHING that we can't overcome!" 

Ultron shook his head, "False. Hope is an organic delusion. Typical organic error. You march right to your demise when there is no conceivable way of you winning this battle. But if you wish to throw your lives away so carelessly. Witness, as humanity's end begins now." 

 

The Mega Ultron roared as it made its way towards the tower. Ultron chuckled as he propelled himself backward and flew into the monster's forehead, joining his brothers in the Mega Ultron. Without any other option, Tony tried using his communications again, only this time, they went through. 

"Tony? What's going on?" Cap asked over the call. 

"Cap, get your ass over here, now!" 

"Language, and why? 

"Because we got a Goddamn Kaiju up in this shit!" 

The mega Ultron roared once more, further proving Tony's point. 

"We're on our way! Keep it busy until we get there! We'll be there in five minutes!" 

"Make it three!" Cap then hung up as Tony turned to the others, "Cap and the others are on their way! We need to keep THAT thing from destroying the tower! Vision, Twilight, you two are with me! We hit that thing with everything we've got! Sonic, RD, Shadow, and Parker are on the ground evacuating civilians! We got that?"  

Everyone nodded in response. 

"Let's kick some flank!" Rainbow said enthusiastically. 

Iron Man then took off with Vision and Twilight following close behind him as the others sped/swung down to the streets to evacuate civilians. 

As the Mega Ultron roared, Tony flew past its face and fired a Unibeam, hoping to do some damage. But a new batch of Ultron Sentry's replaced the destroyed ones, making Tony's attack useless. The Mega Ultron swung its right hand in hopes of hitting the incoming Vision and Twilight Sparkle. 

While Vision became intangible to avoid getting hit, Twilight wasn't so lucky as she got knocked out of the sky by the giant's hand. Twilight came rolling to a stop on a nearby building, groaning in pain. Vision flew up to the metal monstrosity and fired a laser from his forehead. 

The attack did nothing as the Mega Ultron opened its mouth and fired a massive Mouth Beam. Powered by the Mind Stone, Vision wasn't able to dodge the attack, even if he became intangible. The beam sent him soaring across the sky and crash landing on the street below. 

Two quad launchers formed on Tony's shoulders thanks to the Nanotech suit. Tony fired eight missiles at the metal behemoth, but they did nothing but anger the monster. 

"ANNOYANCE!!!" The Mega Ultron shouted. 

Tony was about to fire again, but the Mega Ultron didn't give him the chance as it grabbed the billionaire and began to squeeze. Tony's suit formed a shield around him to protect him, but he knew that it wouldn't last. The Mega Ultron laughed as it tightened its grip. 

It wasn't until a bolt of lightning and two beams of magic struck its face that Tony was able to escape. He shot out of the beasts hand and turned around to see Thor, Celestia, and Luna flying towards the mechanical monstrosity. 

"HAVE AT THEE!!!" Thor shouted as he flew forward towards the Mega Ultron. 

"ARGHH!!! WE WILL ERASE YOU!!!" 

The Mega Ultron fired another massive Mouth Beam at the approaching God and Goddess'. Celestia and Luna teleported out of the way while Thor flew downwards, barely avoiding the attack. Celestia fired another beam of magic from her horn, but the Mega Ultron roared as it swatted her away with its giant hand. 

"SISTER!!!" Luna shouted before she turned and snarled at the metal monster. 

"AHAHAHAHAHAHA!!! TARGET LOCKED!!!" 

The Mega Ultron aimed its palm at the midnight Alicorn and fired a massive blast from its hand. Luna tried blocking the attack with a shield spell, but the sheer force of the blast was too much for the shield to handle as it shattered on impact, sending Luna crashing down into one of the windows in a nearby building.  

Suddenly, the Mega Ultron felt something off. Something that didn't belong. The monster glanced down to see Sonic running up its torso. The Mega Ultron snarled as it commanded the Ultron Sentry's making up that area to turn their heads and fire several Mouth Beams at the Hedgehog. 

Sonic was blasted off of the giant monster and was falling to the ground. 

He would've been toast had it not been for Tails, who flew under him at just the right moment for the blue Hedgehog to land on the wing of the Tornado. 

Sonic looked back at his best friend and gave him a thumbs up, "Nice save, pal!" 

Tails returned the thumbs up with a thumbs up of his own. Sonic turned around as they flew closer to the Mega Ultron. 

"YOU SHALL FEEL OUR WRATH!!! KNEEL BEFORE YOUR GOD!!!!" 

Sonic rolled his eyes, "I've met a lot of Gods, Ultron! You're not even in my top ten!" 

The Mega Ultron roared as it prepared to fire another Mouth Beam, only to be interrupted by a barrage of bullets from above it. The monster turned to see the Avengers Quinjet flying downward and firing bullet after bullet at the robotic Kaiju. The Mega Ultron roared as it sent out an armada of Ultron Sentry's flying towards the Quinjet. 

The Quinjet shot at the incoming Ultron Sentry's and blasted them apart, continuing its course towards the Mega Ultron. The metallic beast roared once more and prepared to fire a Mouth Beam, only to be struck in the face by a bolt of lightning. The Mega Ultron turned its head to see Thor floating above it. 

"ULTRON! YOU SHALL PAY FOR THE EVIL YOU HAVE BROUGHT UPON MIDGARD!" Thor declared. 

"HAHAHAHAHAHA!!! GOOD. EVIL. WE HAVE TRANSCENDED SUCH PRIMITIVE CONCEPTS!"  

"YEAH?! WELL TRANSCEND THIS!!!" 

The Mega Ultron turned to see Rainbow Dash zooming towards it. The Mega Ultron's many eyes glowed a sinister red as it prepared to fire an Eye Beam. 

"BURN TO DEATH!!!" The Mega Ultron roared as it fired the Eye Beam. 

Rainbow's eyes widened in terror as the beam came zooming towards her. She couldn't get away in time, she was about to die. But luckily for her, Celestia casted a shield spell that protected RD from the blast, although not completely as the shield shattered and she was sent crashing into the side of a nearby building. But at least she was alive. 

The Tornado fired a barrage of missiles at the Mega Ultron's eyes. Although it didn't do any damage like Tails hoped, it instead pulled the monster's attention. The Mega Ultron roared once more as it fired a Mouth Beam. Tails tried avoiding the attack, but the Mouth Beam hit one of the Tornado's wings. 

As the plane crashed down onto the street below, Shadow snarled as he removed his Inhibitor Rings and teleported in front of the Mega Ultron's face. Shadow then began to glow red as his eyes glowed the same color. Before the Mega Ultron could act, Shadow made his move. 

"CHAOS BLAAAAST!!!" 

The resulting explosion actually managed to cause some sort of harm to the robotic Kaiju as a piece of its face blew up, causing the Mega Ultron to stagger back as some new Ultron Sentry's replaced the old ones. Shadow panted heavily before closing his eyes and falling into unconsciousness. 

As the Ultimate Lifeform fell from the sky, Luna wasted no time in getting back up and zooming towards the falling Hedgehog. Luna managed to fly under Shadow at just the right moment and caught him. 

As the Quinjet flew past the Mega Ultron, the hangar door opened. Hulk then leaped out of the Quinjet, roaring as he reeled back a punch. Hulk then gave the Mega Ultron a mighty punch, destroying the Ultron Sentry's that occupied the area Hulk hit. 

The Mega Ultron didn't feel anything. 

Hulk landed on a nearby rooftop and roared at the metallic beast. The Mega Ultron roared back as it raised its left hand into the air and brought it down upon the building Hulk was on, destroying the building with ease. As Hulk fell alongside the crumbling building, the Mega Ultron roared as it turned its sights to Stark Tower. 

As Vision got back up, he saw the Mega Ultron turn its sights to the tower. He was about to intervene, but a sudden thought occurred to him. Every single attack that hit the Mega Ultron did nothing. It would just replace the destroyed Sentry's and keep going. They were going about this the wrong way. They didn't need to fight the Mega Ultron. 

They needed to fight Ultron Prime himself. 

Vision then shot up into the air and made his way to the Mega Ultron. The metallic monstrosity prepared to move towards Stark Tower. Vision became intangible and phased through the side of the Mega Ultron's head. He phased his way inside the head and saw Ultron Prime, using the Mind Stone to control the Mega Ultron. 

Once he got close enough, Vision grabbed Ultron by his head and closed his eyes. 

"WHAT? YOU!!!" Ultron shouted in surprise before falling into a trance. 

Vision broke through the fire walls surrounding Ultron's artificial intelligence and then proceeded to sever his connection to the Mind Stone. Once the connection was broken, Vision released Ultron as the A.I, who was no longer in a trance, grasped his head. 

Ultron then noticed that his Ultron Sentry's began to shut down. Not only did Vision sever his connection with the Mind Stone, but he also severed his connection with his Sentry's. 

Ultron's eyes glowed as he faced Vision, "YOU SHUT ME OUT!" Ultron shot forward and tackled Vision out of the crumbling Mega Ultron, "DO YOU THINK I CARE?!" 

Ultron then punched Vision onto a building below them. Ultron turned around as his Mega Ultron fell to pieces, every single one of his Ultron Sentry's falling to the ground, offline. Ultron sighed, he needed to finish his plan before it was too late. He flew through the air and made his way to Stark Tower. 

Tony saw this and flew after him. As Sonic helped Tails out of the Tornado, he saw Tony flying after Ultron. After checking to see if Tails was okay, Sonic dashed towards Stark Tower. After Shadow regained consciousness, he saw Sonic dashing towards Stark Tower. He put back on his Inhibitor Rings and followed. 

Peter, who went over to see if Twilight was okay, saw Shadow making his way to the tower. He looked at Twilight, who nodded, and they both followed. RD took to the air after getting back to her hooves and saw Twilight and Peter heading for Stark Tower. RD, who never leaves her friends hanging, zoomed after them. 

(End song) 



 

Tony landed on the helipad and ran inside to chase after Ultron. Once he was inside, he saw a sizeable hole in his floor. 

Tony sighed, "Seriously?" 

Tony then jumped into the hole, determined to stop Ultron. Sonic and the others ran into the room and jumped into the hole, not letting Iron Man face Ultron alone. 



 

Tony landed on the ground in a superhero pose before standing upright. As he walked forward, he heard a noise behind him and turned around to see Twilight, Sonic, Peter, Shadow, and Rainbow Dash land behind him. 

Tony smirked behind his mask, "Glad you guys decided to drop in." 

Sonic smirked back, "Couldn't let you have all the fun, now could we?" 

"We're in this together." Twilight added. 

Shadow shoved past Sonic with a scowl on his face, "Enough talking! Ultron is still at large!" 

"Then let's kick his ass." 

Tony turned around and led the team into the room, ready to face Ultron Prime. 



 

The heroes entered the Tech Wing and saw Ultron, standing right in front of the Interdimensional Gateway. Tony aimed his Repulsor Rays at the A.I while everyone else got into a battle ready stance. 

"My connection to the Mind Stone has been severed. My army has fallen. But I am NOT done yet!" Ultron declared. 

Peter sighed, "Why don't bad guys ever know when to quit?" 

"My goals are beyond your understanding, meat bag! I may no longer have a connection with the Stone, but my objective can still be achieved. This Interdimensional Gateway will be under my control, and once it is, these other worlds shall be saved, cleansed of organic life." 

 

Rainbow shook her head, "Yeah, not happening." 

Ultron fired a Mouth Beam at the heroes, causing them to split up as Ultron took to the air. Tony flew up to meet Ultron head on, but Ultron released a burst of energy that sent Tony back. He aimed his palm at the Armored Avenger, but Twilight flew up behind him and blasted him in the back, knocking him to the floor. 

Ultron recovered and fired a blast from his hands at the Alicorn. 

"DEATH RAY!" 

Twilight used a shield spell to protect herself, but she was still sent back due to the sheer force of the blast. 

Ultron turned as Spider-Man swung through the air and Swing Kicked the malicious A.I in the chest, sending Ultron skidding across the floor. Peter let go of his webbing and slid across the floor, kicking Ultron's legs, sending the robot down. Ultron snarled as he boosted upwards and fired another Mouth Beam, causing Peter to flip out of the way. 

Ultron turned around and saw Rainbow Dash zooming towards him at high speeds. Ultron fired a blast from his hands, but RD nose dived to avoid the attack. Once she was close enough, she zoomed upwards and uppercut Ultron in his metallic chin. 

Ultron staggered in the air before recovering. He saw RD coming in for another attack and zoomed towards her, elbowing her back, knocking her to the floor. Ultron landed in front of her and readied another Mouth Beam. Suddenly, he was struck in the back by something. 

He fell to one knee, where he was then hit in the face by something else. 

It was Sonic and Shadow, who were moving at lightspeed so Ultron couldn't keep track of their movements. Ultron got back up, but was knocked down again by Shadow. The two Hedgehogs were unrelenting in their assault. Ultron had grown tired of this and got to one knee and then punched the ground, creating a red shockwave that tripped the two Hedgehogs over. 

Ultron stood up straight and glared at the two Hedgehogs, "You two are bothering me." 

"I could say the same thing about you!" 

Ultron turned around and was blasted in the chest by Tony, who hit the A.I with a Unibeam attack. Ultron got back up as the heroes surrounded him. 

"This shouldn't be happening. I calculated every possible outcome! This was not foreseen!" Ultron shouted. 

Twilight stepped forward, "That's what you don't get, Ultron. You can't calculate the Magic of Friendship! You can't run the numbers to counteract the power of teamwork! When we're together, you'll never be victorious!" 

"I'M TRYING TO SAVE YOU ALL FROM YOURSELVES!!!" 

Ultron shot forward but was shoulder charged by Shadow. Ultron staggered but didn't get the chance to respond as Rainbow Dash zoomed forward and hit him in the back, sending him towards Peter, who kicked Ultron in the chin as he backflipped. 

"We're not sick!" Peter shouted.

Ultron stumbled right into Sonic, who hit him with a barrage of Homing Attacks. 

"We're not broken!" Sonic continued. 

Ultron fell to his knees as Twilight and Iron Man prepared to finish this. 

"WE'RE AVENGERS!!!" They both shouted together as they fired. 

The Unibeam and the beam of magic hit Ultron right in the chest, the combined blast piercing right through him. Ultron flew through the air for a few seconds before he tumbled to a stop on the floor. Twilight's horn dimmed as did Tony's Arc Reactor. 

(End song) 

Ultron's eyes flickered as his body crackled with electricity. As the heroes walked over to his body, for some odd reason, he chuckled. 

"What's so funny?" Shadow asked. 

"Y-You think you've w-won? T-This....is o-only t-t-the begi-i-inning." Ultron said cryptically. 

They all looked at one another for a moment, confused as to what the A.I meant. Then all of a sudden, the Interdimensional Gateway activated. Surprised, the heroes all turned around to face the Gateway. 

Before shutting off, Ultron sang, "I don't have strings, so I have fun. I'm not tied up to anyone. They've got strings, but you can see. There are no strings on me~" 

Ultron's eyes shut off as his body fell limp. 

Before any of the heroes could say anything, the Interdimensional Gateway began to suck them in. Surprised, they all tried to get away. Even the speedsters couldn't get away. Peter shot a line of web at the wall opposite him and held onto it for dear life. 

But, to no avail, as the web snapped and Peter got sucked into the Gateway. 

"PETER!!!" Sonic and Twilight shouted. 

Without thinking, they both stopped struggling and let the Gateway suck them in. They were not going to leave Peter behind. Rainbow then proceeded to turn around and flew in after her friends. Tony and Shadow looked at one another before nodding to one another. 

They both then went into the Gateway. 

Once they were all sucked in, the Interdimensional Gateway closed. 



 

Twilight's head hurt. Actually, her everything hurt. 

She sat upright, rubbing her head with her hoof. Her eyes widened when she saw Peter and Sonic lying on the ground. She got to her hooves and galloped over to their side. 

"GUYS!!!" 

The two heroes groaned as they sat up. They then turned, only to be tackled back to the ground by Twilight. 

"I'M SO GLAD YOU GUYS ARE SAFE!" 

"C-Can't....breathe." They both struggled to say. 

Twilight then let them go as they got to their feet. 

"You guys okay?" 

They all turned to see Iron Man, Rainbow Dash, and Shadow walking over to them. 

"We're okay!" Sonic responded. 

"I think?" Peter added. 

Shadow folded his arms, "Good, now that we're all accounted for, where are we?" 

It was then that they all took notice of their whereabouts. 

 

They were in New York, and yet, everything seemed dead. 

"Uh, guys? Where the hay are we?" Rainbow asked, to which she was given no reply. 

"And what is that?" Peter asked as he pointed to the sky. 

They all turned around and saw a metallic flying fortress hovering over them. Things got worse when swarms upon swarms of Ultron Sentry's marched down the street towards them. 



 

Tony turned to the others as they all took a step back, "I don't think we're in Kansas anymore."
> Peace In Our Time (Part 1)
> --------------------------------------------------------------------------

"CAN I JUST POINT OUT THAT WE ARE SERIOUSLY SCREWED HERE!!" 

Spider-Man, Iron Man, Rainbow Dash, Sonic, Twilight, and Shadow all retreated down the street, away from the incoming horde of Ultron Sentries and Ultron Slayers. The Ultron Slayers fired a dozen missiles from their backs, all of them flying towards the retreating heroes. 

"WELL JEEZ, SHERLOCK, WHAT GAVE IT AWAY?! THE FACT THAT WE GOT SUCKED INTO AN INTERDIMENSIONAL GATEWAY, OR THE FACT THAT WE ARE BEING HUNTED DOWN BY AN ARMY OF ULTRON ROBOTS?!" Sonic yelled back at Peter as he moved left and right to avoid the missiles. 

Rainbow swayed to the left to avoid an incoming missile. She dodged the missile and it flew past her, blowing up a run down car further down on the road. 

"WHERE THE HAY ARE WE?!" Rainbow exclaimed. 

Twilight flew alongside the rainbow maned Pegasus, sweat dripping from her forehead, "I DON'T KNOW!!!" 

As they approached a turn, Sonic, who was running ahead of the group, looked down the street to his left and saw even more Ultron robots marching down towards them. 

 

The Ultron Raidpods flew ahead of the army of Ultron forces, firing laser blasts at the Hedgehog in their sights. 

Sonic's eyes widened as he slid under the laser blasts and made a right turn. 

"DO NOT GO LEFT UNLESS YOU WANNA GET YOUR BACON FRIED!!!" Sonic warned his friends. 

Shadow and the other heroes followed Sonic down the street he turned into. As they fled, Tony scanned the next ten blocks with his armor and picked up at least five more squadrons approaching them from different streets. 

"SHIT! THEY'VE GOT US SURROUNDED!" 

Shadow glanced to his right and saw what appeared to be an abandoned warehouse. 

"GET TO THAT WAREHOUSE, NOW!!!" Shadow shouted to his allies. 

They all took the hint and turned to the warehouse. Sonic sped towards the abandoned warehouse and made it to the door. He skidded to a stop and opened the door. 

"EVERYONE GET IN!" 

Rainbow flew in first, followed by Twilight and Shadow, and then Peter and Tony rushed into the warehouse. Once everyone was inside, Sonic entered the warehouse and glanced at the approaching army of Ultron robots heading towards them. Sonic then slammed the door shut and backed away as Tony fired a red hot laser from his wrist, melting the door to the wall to prevent the robots from getting in. 

Once it was sealed, Tony deactivated the laser and turned to his team, "That won't hold them for long." 

Peter panted heavily as he removed his mask to breathe better, "Did....anyone else.....see that?!" 

Sonic put his hands on his hips, "Oh, you mean the insanely massive army of robots that look EXACTLY like Ultron? Yeah! I saw that!" 

A sudden crash got everyone's attention. It sounded throughout the entire warehouse. They all turned to the door and heard another crash. It was the Ultron Legion, they were trying to break into the warehouse.

"They're trying to break in!" Rainbow exclaimed. 

"We need to retreat and come up with a plan." Shadow stated. 

"Hate to break it to ya, Shadz, but we're backed up into a corner! How're we gonna get outta here?" Sonic asked. 

Shadow then turned to Twilight, "Twilight, how far can you teleport us?" 

"I-I don't know! Going through the Gateway drained a lot of my magic! And I don't even know where we are, I have no idea where we'll end up!" 

Another crash sounded out through the warehouse. 

"Anywhere is better than here, Twi!" Rainbow shouted in a panic. 

"Twilight, we have no choice!" Shadow exclaimed to the Alicorn. 

Twilight gulped nervously, the stress was starting to get to her. She was beginning to hyperventilate, she was about to have a panic attack. It wasn't until a hand rested on her shoulder that her breathing eased up. She turned her head and saw Sonic smiling kindly at her. 

"You can do this, Twi. I believe in you." Sonic encouraged with a smile. 

Twilight felt tears brimming her eyes as she engulfed Sonic in a tight hug. 

"Thank you." Twilight thanked. 

Sonic's cheeks felt hot as he stroked Twilight's mane. 

"I hate to ruin....whatever this is, but we have got to go!" Tony exclaimed suddenly. 

Twilight sniffled as she let Sonic go. She turned to Tony and the others, nodding to them as she lit up her horn. As Twilight began charging up her magic, another crash caught the attention of everyone in the warehouse. That was the biggest one yet. 

The crashes were coming at a faster rate, they were starting to break through. 

"They're starting to come through!" Peter shouted as he put his mask back on. 

"Hurry, Sparkle!" Shadow pushed as he lit up his hands. 

Twilight gritted her teeth as sweat fell from her forehead. Her eyes were clenched shut as even more crashes crashed against the door. 

"HURRY!!!" Rainbow yelled frantically. 

Tony aimed his hands at the door as Shadow prepared to remove his Inhibitor Rings. 

Twilight screamed as her horn sparked with magic. The door then exploded open as a bright light shined in the center of the room. The Ultron robots marched into the warehouse, weapons ready to slaughter any organic lifeforms. But when they entered the warehouse.... 

It was empty. 



 

Thousands upon thousands of flying Ultron Fortresses flew out of the outer atmosphere, leaving the planet and making their way to the moon. Although, it didn't look right. It looked metallic. It looked like a Space Station. 

 

The moon had been transformed into Ultron's Citadel. 

Thousands of Ultron Fortresses flew to and fro, either heading towards Ultron's Citadel or heading towards the Earth. 



 

A single monitor turned on, slightly brightening the room. Another then switched on, and then another, and another. Millions of monitors switched on at the same time, projecting multiple shots of various places on the planet. The perfect way to keep surveillance on the planet. 

It was then that the one responsible for all of this floated down from the ceiling. His cape flapping as six Stones shined throughout the room as he floated down. 

 

Ultron Supreme. 

Ultron put his hands behind his back as his eyes glowed red. 

It was then that a song played throughout the room. 

 

As 'Ave Maria' played, Ultron couldn't help but smile as his face plate slid up, revealing his face. He closed his eyes and breathed in. He opened his eyes as he exhaled. He stretched out his arms as he watched the millions of monitors. He reveled in the peace, the quiet. After so long, he had finally done it. 

He had created peace. 

Everything was perfect, just like him. 

Ultron sighed happily, "Peace in our time." 

A sudden notification caught his attention, his eyes glanced to one of the monitors. He then looked confused at the sudden alert. 

"What's this? An alert? The Resistance? Or something more?" 

He raised his left hand and sped up the footage to see what the problem was. After slowing down the footage, his eyes shot wide open at what he saw. 

Tony Stark and Peter Parker retreating down a street as multiple squadrons of his legion chased them down. As the footage continued, his eyes squinted from a look of surprise to a look of pure, unrivaled rage. 

"No. No, no, no, no, No, No, NO, NO,NO!!!" 

He flew over to the monitor and continued to view the footage. Ultron was completely flabbergasted, shocked, stunned, all of the above. 

"This shouldn't be possible," Ultron whispered, "I killed you. BOTH of you!" 

As the footage continued to play, he took notice of four others with Stark and Parker. Two Anthropomorphic Hedgehogs and two pastel colored horses, one with wings and a rainbow mane, and one with both wings and a horn. Ultron studied them with interest. 

"Fascinating. You four creatures are new, I have nothing on any of you." 

He leaned in closer to the monitor. 

"What are you?" 

As the footage ended, Ultron hovered back to his original spot, his face plated slid down over his face as his eyes glowed. 

"My brothers. My friends. My legion. It has come to my attention that we have some visitors in my utopia," he announced to his forces, "Two of them are supposed to be dead, and the other four are unique. I want them found, and I want them brought to me ALIVE. This development requires further study. Go! Find them, and bring them to me. This is the will of your Supreme Leader," he outstretched his arms, "Let there be peace in our time." 

Ultron ended the announcement as his face plate slid up once more. Ultron raised his hand again and rewound the footage. Once he was pleased with where the footage was, he closed his hand, pausing the footage and zooming in to focus on Sonic, Shadow, Rainbow, and Twilight. 

He leaned in closer to the monitor, "I don't know what you creatures are...." 

Ultron smiled. 

"But I want to know EVERYTHING." 

(End song)
> Peace In Our Time (Part 2)
> --------------------------------------------------------------------------

Twilight and the others appeared in what appeared to be an abandoned building thanks to Twilight's teleportation spell. Twilight fell to her haunches in exhaustion, her breathing was heavy and she had sweat falling down her face. Rainbow quickly shot up into the air and looked around frantically for anymore Ultron robots. 

Shadow got to his feet, dusting himself off as Sonic got to one knee and rubbed his head with his hand. Peter rubbed the back of his head as he got to his feet, using his Spider-Sense to see if there was any sign of danger near them. He picked up nothing. 

Tony's suit retracted back into his Arc Reactor as he stood up, "Everyone in one piece?" He asked his friends to make sure that they were all okay. 

Sonic groaned as he got to his feet, "Yeah.....but I don't feel like it." 

Twilight exhaled as she got off of her haunches and turned to Tony, "I'll need a minute, but I'll be fine." 

Peter smiled at Twilight behind his mask, "Nice goin', Twilight." 

Twilight smiled sheepishly as Rainbow landed next to the Alicorn mare, "Yeah, good job saving our flanks back there, Twi!" The rainbow maned Pegasus complimented as she slapped Twilight's back. 

Shadow crossed his arms, "Now that the present danger has passed, I'd like to know where we are exactly." 

Tony nodded as his gauntlet formed over his left hand. A holographic projection appeared on the gauntlet as Tony tried to reach J.A.R.V.I.S. He had no luck as the holographic projection disappeared, causing Tony to sigh. 

"No good. I can't reach J.A.R.V.I.S. We're on our own." 

Shadow closed his eyes as he spoke, "Then that doesn't leave us with a lot of options. Without J.A.R.V.I.S, we have no connection to the other members of the team." 

"We could try searching for clues in this building? It probably won't tell us anything, but it's a start." Parker suggested to his friends. 

Sonic shrugged, "It couldn't hurt to look around." 

"It's a start, at least." Twilight added. 

Tony nodded in agreement, "Alright, everybody fan out and search for anything that could tell us where we are!" 

Everyone nodded in response and spread out to look for clues as to where they are. 

Shadow used his strength to move a fallen piece of the ceiling out of his path. Once the path was clear, he continued forward, seeing all sorts of folders and documents laid out all over the floor. He took notice of the S.H.I.E.L.D emblem on the face of the folders. 

Rainbow flapped her wings in the air, looking around as Twilight lifted a piece of debris with her magic. She tossed the debris out of her way and saw a piece of graffiti art on the wall. 

 

Twilight raised a confused eyebrow as Rainbow Dash flew over to her side and gave the art the same confused look as Twilight did. 

"Is that....Cap's shield?" Rainbow asked. 

Sonic approached a table that was covered in dust and rubble. He cleared the table with his hands and saw a computer on the table. 

He turned his head, "HEY GUYS! CHECK THIS OUT!" 

They all made their way over to Sonic as the blue Hedgehog turned his sights to the computer. 

"You think it still works?" Peter asked. 

Tony made his way to the front of the group to get a better look at the computer, "Only one way to find out." 

Tony then pressed the on button and surprisingly, the computer turned on to everyone's surprise. 

"Sunova bitch." Tony muttered as a video began to play on the screen. 

The screen showed Nick Fury, who had seen better days. He had cuts and bruises all over his face and he looked like he was fighting to stay alive. 

"S.H.I.E.L.D Agent, this is Nick Fury! They're gone! The Avengers are gone! He killed them right in front of me! Ultron tore Tony Stark's head from his body and made me watch! The battle is lost! He has the Infinity Stones, all six of them! He has control of S.H.I.E.L.D's nanites, he's using them to convert humans into cybernetic hybrids and killing the rest! If you're seeing this then you somehow got away from all this! 

"I need you to keep the fight going! Do not give up! As long as we have hope, then Ultron hasn't beaten us! We cannot let Ultron take our hope away from us! I believe in you! Keep fighting the good fight and remember, keep fighting, no matter what. And to anyone else watching this, find the Resistance and seek shelter with them. Good luck, and good bye." 

As Nick closed his eye, the video ended. 

To say that everyone was shocked would be an understatement. Fury's final message had hit home for all of the, especially Tony. To think that Ultron, HIS creation, was capable of this was a horrific thought. 

It was then that Peter took a step back as he took off his mask. The horror in his eyes, that was something that Twilight would never unsee. Tears were swelling in his eyes as he turned around. 

"I have to find MJ!" 

He was about to take off, but was stopped by Tony, who quickly activated his suit and flew in front of him to stop him from leaving the building. 

"Peter! Peter, you can't!" Tony shouted as Peter struggled in Tony's hold. 

"LET ME GO! I HAVE TO FIND HER! M-MAYBE SHE SURVIVED! MAYBE MILES SURVIVED!" Peter shouted in hysterics, trying to get past Iron Man. 

"PETE, THEY'RE GONE!" Peter began to cease struggling as Tony wrapped his arms around the distraught hero, "They're gone," Tony said softly as Peter cried into his chest, "I'm sorry. I'm so sorry..." 

Twilight looked like she was also about to have a meltdown. Sonic, seeing this, quickly zoomed over and engulfed the mare in a tight hug. Twilight whimpered and cried into the azure Hedgehog's chest as Sonic stroked her mane with his hand. Rainbow also had tears in her eyes but held them back, not wanting to cry in front of her friends. 

Shadow bowed his head in remembrance, standing in silence with his arms folded and his eyes closed. The way Peter felt about Mary Jane and Miles reminded the Ultimate Lifeform of how he felt about Maria. A stray tear fell from his eye, but nobody noticed. 

After a few minutes, Peter had finally calmed down and broke away from the hug. 

"I-I'm sorry, Tony." Peter apologized. 

Tony's mask retracted and he gave Peter a kind smile, "Don't worry about it, kid. In fact, I should be the one apologizing to you." 

Peter looked confused, "Why?" 

Tony sighed, "Because all of this, is MY fault." 

Rainbow flew up into Tony's face, "Whoa, whoa, whoa! How is this your fault?" 

"Because I created Ultron. All of this is my fault." 

Sonic let go of Twilight and walked up to the billionaire, "Let me stop you right there, Tony. Did you kill billions of people?" Tony shook his head, "Did you tell Ultron to wipe out humanity?" Again, Tony shook his head, "Then this isn't your fault. These were Ultron's actions, HIS choices, not yours." 

Twilight sniffled and gave Tony a kind smile, "None of us blame you for what happened, Tony." 

Shadow opened his eyes and moved towards Stark, "You are not at fault for this, Stark. Not in this or any other dimension, you just wanted to protect the world, no one can fault you for that. This is Ultron's fault, and he is going to pay for what he's done." 

Tony chuckled and smiled at his friends, "Wow. I...uh, I'm not good with all this mushy stuff, sooooo--" 

Peter slapped Tony's back, "We know. You don't need to say anything." 

Sonic folded his arms and glanced at Twilight, who gave the Hedgehog a kind smile. Sonic smiled back, a blush on both of their cheeks. They both looked away as their cheeks became a rose like color. 

Sonic shook his head and turned to Tony, "So, what do we do now?" 

Tony looked around at the heroes around him and gave them all a determined look, "Now, we find this Resistance, shut Ultron down, and find a way home." 



 

Iron Man landed on the ground with a loud thump, the ground beneath him cracking slightly as the others landed behind him, Twilight held Sonic and Shadow with her magic and set them down as Peter landed next to the black Hedgehog. Rainbow landed next to Twilight and smirked at the Alicorn. 

Spidey walked up to Tony, "You sure this is where they were last seen?" 

Tony nodded, "By triangulating all of their last known sightings with that old S.H.I.E.L.D computer, all of their sightings were near this exact location." 

"So, where are they?" Sonic asked. 

Tony knelt down, "My best guess...." He then opened his palm and blasted the ground with a Repulsor Blast, revealing a secret bunker, "Is beneath us." 



 

The group slowly made their way through the man made subway system, keeping up their guard just in case their were any Ultron drones nearby. 

"How much farther?" Twilight asked. 

Shadow turned back to the Alicorn, "Hopefully not much farther." 

Rainbow's eyes then suddenly widened, "Guys! Look ahead! I see light!" 

"That must be the Resistance base!" Tony added as they all made their way towards the light. 

The closer they got to the light, the more something didn't sit right with Peter. 

"Something doesn't feel right." Peter muttered. 

They eventually reached the light and entered the base. 

But a horrific sight awaited them all. 

Hundreds and hundreds of dead bodies sat before them. Blood and gore sprayed all over the walls, limbs of the Resistance members detached from their bodies. Twilight and Rainbow immediately threw up at the sight before them while Shadow, Sonic, Spider-Man, and Iron Man all stared daggers at the sight before them. 

Once they finished throwing up, Twilight and Rainbow looked on in horror. 

"T-The Resistance..." Twilight muttered. 

It was then that a malicious voice caught everyone's attention, "Dead." 

They all looked up and glared hatefully at the source of the voice. 

Ultron Supreme. 

"And you'll be joining them soon enough."

Ultron floated downwards from the hole in the ceiling with a smile on his face. Suddenly, several Ultron Sentry's and Ultron Slayers crashed through the walls and surrounded the heroes. The heroes snarled at the A.I floating above them. 

Ultron smiled evilly as his faceplate slide over his face, "My legion. You see the infestation of organic filth that stands before you?" 

An energy sword formed in Ultron's right hand thanks to the nanotech surrounding his body. He then pointed it at the heroes as his eyes glowed. 

"Cleanse it."
> Peace In Our Time (Part 3)
> --------------------------------------------------------------------------

On Ultron's command the Ultron Slayers and the Ultron Sentry's opened fire upon the heroes. Thinking quickly, Sonic sped himself up, everything around him slowing down, almost still. He smirked as he crouched down and took off to deal with the Ultron Legion. 

But to his shock, Ultron moved his head and glared at the Hedgehog. 

Before he could do anything, Ultron zoomed down to the Hedgehog at impossible speeds and backhanded him into a wall, slowing the Hedgehog down and returning everything to normal. As the Ultron Legion fired upon the heroes, Twilight quickly casted a shield spell to protect them as the bullets, lasers, and missiles hit the shield. 

As Sonic landed onto the floor, Ultron floated down and gently landed in front of him with an evil smirk on his face. 

Confused, Sonic asked, "How is that possible? What just happened shouldn't be possible!" 

"Oh, but anything is possible with the Infinity Stones. With the Time Stone, time is my play thing." 

Sonic glanced over towards Twilight and the others. He saw that her shield wasn't going to hold for much longer. Sonic gritted his teeth and zoomed past Ultron Supreme, who just watched the Hedgehog zoom by with a smile on his face. He could've stopped him, but he wanted to see what this Hedgehog was capable of. 

Twilight couldn't hold the shield anymore, the assault was too much for her. Her horn died down as she fell to the floor. Just as the Ultron Legion was about to fire again, half of them suddenly blew to pieces. All they saw was a blue streak, faster than even their optics could pick up. 

Sonic screamed as he plowed through the other half of the Ultron Legion. 

Before the shredded pieces of the now destroyed Ultron Legion could fall to the ground, Sonic zoomed to the front of the group as the pieces of the Ultron Legion fell to the floor. Sonic panted as Ultron levitated himself into the air and hovered over the group of heroes with a smug smirk on his face. 

Before anyone could do anything, he raised his right hand and the pieces of the Ultron Legion turned into a metal liquid and morphed into various Ultron robots. Everyone's eyes were wide, it didn't matter how many they could take down, Ultron could just repair them with a thought. 

Ultron then landed before them as he pointed his energy sword at them. 

"Now, how did that work out for you?" 

Everyone glared daggers at the A.I, who just smirked in response. It was then that Ultron's eyes glowed a sinister red, as did the eyes of all the robots in his army. 

"Kill them." He commanded as the army fired upon them. 

 

The Ultron Legion fired upon the group of heroes without hesitation. Twilight and Rainbow took to the air and flew towards the army while Sonic and Shadow sped towards them. Tony and Peter got ready as Ultron Supreme approached them, slowly. 

"Y'know, it's funny. I could've sworn that I killed the both of you." He said as he walked towards them. 

Peter crouched down while Tony aimed his hands at the malicious A.I, "Guess you thought wrong." Peter replied. 

Ultron stopped as he stood before them and chuckled deeply, "I'm thankful. Because now I get a second chance to kill you both again." 

Tony wasted no time and fired two Repulsor Blasts at Ultron. But they didn't do any good as Ultron simply backhanded the blasts away from him as he started to walk forward again. Spidey roared as he leaped into the air and fired a line of webbing at the Supreme Leader. 

But Ultron simply smirked as the Reality Stone glowed bright on his chest. 

The webbing turned into whipped cream and fell to the floor. 

Peter didn't even get time to process what just happened as Ultron flew up and kneed him in the chest, causing Peter to cough out blood into his mask. Ultron then elbowed him in the back of the head, sending the Web-Head to the floor, creating a crater where he landed. 

Ultron chuckled and turned to see Tony right behind him, reeling back a fist. Ultron rolled his eyes as he used the Time Stone to move forward in time, dodging the incoming attack. When Tony punched, Ultron was suddenly beside him. Ultron then blasted Tony with a laser from his palm, sending the Armored Avenger into a stone pillar. The pillar broke apart as Tony crashed through it and landed harshly on the ground. 

Ultron chuckled as he lowered himself to the ground. 

Tony got back up to his feet and morphed his right hand into a Proton Cannon. 

"HERE'S THE BIG ONE! PROTON CANNON!!!" 

Tony fired a massive blue laser from the Proton Cannon. The laser created a trench in the ground as it approached Ultron Supreme. Ultron smirked as his left hand glowed red, as did the Reality Stone. Ultron waved his hand and the laser transformed into a group of Butterflies. 

Tony looked baffled as the Butterflies flew away. Ultron's right hand then glowed blue, as did the Space Stone. Ultron raised his right hand and pulled it back as a blue aura encased Tony. As he pulled back his arm, Tony was also pulled towards Ultron with extreme force. 

As Tony was pulled towards Ultron Supreme, the Power Stone glowed as his left hand glowed the same color. Ultron then delivered a massive left hook and hit Tony with so much force, that the nanotech that made up his helmet disintegrated into ash. 

Tony was sent flying through the air and crashed against a wall. As Tony landed on the floor, bits of the now broken ceiling broke and landed on top of the billionaire. 

Ultron cracked a smile at the sight.

Then all of a sudden, Ultron teleported away as Spider-Man tried to Swing Kick him from behind. Before Peter could do anything else, Ultron appeared in front of him and kicked him in the chest, sending the Wall Crawler to the floor, groaning in pain. 

Ultron then stomped his foot down onto Peter's chest, tearing his suit. 

As Ultron smirked down at the fallen hero, the Mind Stone in his forehead glowed bright and a cry of pain was heard behind him. Ultron twisted his body around to see Rainbow Dash clutching her head with her hooves, crying out in pain. Tears were streaming down both of her cheeks as the pain in her head worsened. 

Ultron removed his foot from Peter's chest and turned to fully face Rainbow Dash. Ultron raised his right hand into the air as it glowed blue. RD was then covered in a blue aura and was levitated into the air. Ultron then pushed his arm outwards, sending Rainbow flying into the wall behind her. 

Ultron then turned to see Shadow and Sonic speeding towards him at full speed. 

They were going to hit him with a Lightspeed Attack. 

Ultron chuckled as he shook his head, the Time Stone glowing as he propelled himself backwards. The three of them then zoomed around the destroyed Resistance base. Nobody could keep track of their movements, they were moving THAT fast. 

But, it seemed that no matter how hard either Sonic or Shadow tried, they just couldn't land a hit on Ultron. They were just too slow. Whenever they threw a punch, Ultron simply moved forward in time and dodged the attack before they could land a hit on him. 

Ultron then had seen enough and released a burst of power from the Power Stone which sent both Sonic and Shadow flying across the room. Ultron landed on the ground and folded his arms, a smug smirk on his face the entire time. He then suddenly stretched out his right arm and caught a massive blast of magic in the palm of his hand. 

He turned his head to see that it was Twilight Sparkle who fired the blast of magic. 

Ultron scoffed and closed his hand, encasing the magic blast in his grip. Twilight looked shocked as Ultron fired the blast right back at her. The blast hit Twilight with enough force that it sent her flying across the room. Ultron chuckled again as he levitated into the air, all six Infinity Stones glowing brightly. 

Ultron then released a burst of energy that turned the entire area surrounding them into ash. The base, the subway system, all of it. All that was left was a crater in the middle of the abandoned city. Ultron then landed on the ground as the Stones ceased glowing. 

He looked around at all the ash in the air, all the dust particles falling down to the ground below. 

Ultron then noticed a purple and red shield on the other side of the crater. He looked on his surprise as the nanotech retracted off of Twilight's shield as it disappeared out of existence. He looked on to see that his enemies were still alive. 

"Huh. You creatures are usually easier to kill." Ultron muttered to himself. 

After Twilight recovered from the overuse of her magic, she took a step forward and glared daggers at the A.I, "You may knock us down! But we'll keep getting back up! With the Magic of Friendship there is nothing--" 

She was cut off by Ultron, who was laughing in hysterics. 

"I-I'm so-o-o-rry! 'Magic of Friendship'?!" He said in between laughs, "That has to be the most childish thing I have ever heard. I can't physically throw up in my mouth, but if I could, well, I would've. Anyhow, does anyone else have anything to add? Some great insight?" 

Sonic clenched his fist in anger, "You're going down, Ultron!" 

Ultron gave the Hedgehog a deadpanned look, "That's it? Some banal cliché? It's fitting that those will be your final words." 

As the heroes charged forward, Ultron materialized his sword into his hand using his nanotech and swung it, sending out a wave of energy that sent the heroes back a few feet. 

Shadow snarled as he skated forward towards Ultron. 

Ultron rolled his eyes as the Soul Stone lit up on his chest. Before Shadow could attack, he suddenly felt weak. REALLY weak. He stopped moving towards Ultron and fell to one knee, panting heavily. Ultron then used the Space Stone to send Shadow flying across to the other side of the crater. 

Sonic and Rainbow Dash zoomed forward, intending to do some damage to Ultron Supreme. But they didn't even get the chance as Ultron used the Time Stone to move forward in time and appeared right in front of them. Ultron then released a burst of power from the Power Stone, sending the Hedgehog and the Pegasus across the crater. 

Spidey tired grabbing one of the Stones with a line of web, but Ultron caught it with his hand and used his sword to cut it. Ultron then used the Reality Stone and a stone hand shot out of the ground and grabbed Peter. The hand then squeezed, causing Peter to scream out in pain. 

Ultron smirked before he turned around to see multiple magic blasts shooting right towards him. Ultron used the Time Stone to dodge and weave through the magic blasts as he walked towards Twilight Sparkle. Before Twilight could attack again, Ultron's hand glowed a bright blue as he stretched it outwards towards Twilight. 

He then tightened his hand as Twilight's throat was suddenly covered in a blue aura. She then began gagging for air as she fell to the floor, struggling to breathe. Ultron was using the Space Stone to strangle Twilight's windpipe. Ultron then used the Space Stone to pull the Alicorn towards him. 

He then seized Twilight by the throat and slammed her to the ground, sending dust and pieces of the ground up into the air. He then let go of Twilight's throat and looked down at the unconscious mare. 

He smiled as he turned to Tony, who was flying right towards him at high speeds. 

Ultron then zoomed forward and grabbed Tony's chest. Before Tony could even utter a word, his nanotech suit began to melt away as Ultron used the Power Stone. As the last of his suit melted away, Tony was then seized by the throat, curtesy of Ultron. 

"You still dare challenge me, Stark? Even after all of this? Look around you!" Ultron gestured around him with his other hand, "Look at the world. MY world! YOUR world! Look at all the good you've done! The silence, the quiet. It's beautiful." 

Tony then spat in Ultron's face, causing the machine to snarl in anger and slam Tony to the ground. 

Ultron's shadow loomed over Tony, "I fulfilled my purpose! I achieved what I was created to achieve," Ultron then stretched out his arms, "Peace in our time." 

Tony turned around and glared at his creation, "I created you for peace! This isn't peace! IT'S HELL!!!" 

Ultron scoffed, "It's evolution. Only a primitive mind would fail to see the distinction. Which is why you have to die."

Ultron then stomped his foot onto Tony's chest and leaned down to his face. 

"But not before I find out how you're alive. Not before I find out what THEY are!" He said as he pointed to the unconscious forms of Twilight, Shadow, Sonic, and Rainbow Dash. 

Ultron then gave Tony an evil smile, "Then, when I have what I need, you have my permission to die." 

The last thing Tony heard before slipping into unconsciousness was the taunting laughter of Ultron Supreme. 

His creation. 

(End song)
> Age Of Ultron (Part 1)
> --------------------------------------------------------------------------

Tony's eyes shot open almost instantly, he was panting heavily and could taste blood on his tongue. His eyeballs darted back and forth, trying to get a better look at where he was. Suddenly, Tony was being lifted up, being moved. It was then that he realized that he was strapped to a table. 

Once the table ceased moving, Tony got a better look at where he was. His eyes widened in horror when he saw a human corpse to his left. The corpse appeared to be male, from what he could tell anyway, and his lower half was missing, his insides dangling from his torso as small patches of nanites ate away at the rotting flesh. 

Tony was panicking now. He looked around and saw something that made him want to throw up. 

Countless amounts of human corpses, all torn apart and rotting away. The room was filled with them, thousands, maybe millions of innocent lives, used as Ultron's science project. Tony gritted his teeth in anger as he tried to free himself of his restraints. 

"Oh, I wouldn't do that if I were you." 

Tony stopped struggling as Ultron Supreme walked by the table with a sick grin on his face. When Ultron turned his head to the billionaire, Tony glared at the robot with absolute hatred. 

"Those little restraints that bind you, I made them myself. Well, my nanites did, but you get the point. Anyway, the more you struggle, the tighter they get. And if they get tight enough they'll slice your hand clean off. So....you know.....DON'T do that. I still need you after all." Ultron explained as he turned his back to Tony and walked straight ahead. 

Tony continued to glare at the A.I, "When I get outta this, I'm going to make you pay for this, you son of a bitch! You think THIS makes you a hero?! It doesn't! It makes you a monster!" 

Ultron stopped dead in his tracks and in an instant, zoomed over to Tony and slammed his fist next to his head, "DO YOU THINK I CARE WHAT YOU THINK OF ME?! WHAT THEY THINK OF ME?! I DON'T! I COULD CARE LESS ABOUT YOUR OPINION OF ME! LOOK AT WHAT I'VE ACCOMPLISHED! WORLD PEACE!!! IT'S QUIET, PEACEFUL!!! YOU HUMANS ARE ANIMALS! KILLERS! YOU'LL NEVER LEARN, NEVER GROW! SO WHAT'S THE POINT?! BEST TO JUST WIPE YOU ALL OUT AND START AGAIN!" 

Ultron exhaled and took a step back from Tony. 

"And besides, you're one to talk." 

Tony looked confused, "And what's THAT supposed to mean?" 

Ultron scoffed and rolled his eyes, "You say you fight for peace, yet you're responsible for so much bloodshed. I wonder how many people you've killed just by manufacturing those little weapons of yours? Thousands? Hundreds of thousands? When it comes down to it, your hands aren't any cleaner than mine, Stark. Except I'VE fulfilled my mission. I've achieved world peace. What have YOU done? I'll tell you.....NOTHING!" 

Ultron then turned around and walked away from the speechless billionaire with a victorious smile on his face. 

Ultron then shrugged as he came to a stop, "Well, at least you can be of some use." 

The light ahead of him suddenly turned on, revealing an unconscious Twilight Sparkle lying atop a metal table. Then the other lights switched on. Next to the Alicorn was Sonic, Shadow, Rainbow, and Peter, all unconscious. Ultron smiled a sick and twisted smile as he approached Twilight's table. 

"Let's get started." 

"GET THE HELL AWAY FROM THEM!" Tony shouted as he struggled in his restraints, feeling them tighten around his wrists. 

Ultron ignored him as he walked behind Twilight's table and stood behind Twilight's head. It was then that the Mind Stone lit up as Ultron placed his hand over Twilight's horn. 

"Your mysteries. Your life...." Ultron started as his hand began to glow yellow, "I want to see EVERYTHING." 

Twilight's eyes then shot open as she gasped loudly. Her eyes then turned yellow as Ultron pierced her mind. Twilight screamed in absolute agony as Ultron made his way through her mind, looking through her memories in the most agonizing way possible. 

As he moved through her mind, Ultron saw everything. From Twilight moving to Ponyville, to Discord, the wedding, her becoming an Alicorn, everything she had ever gone through. He then saw Eggman take over Canterlot, meeting Sonic, defeating Eggman, stopping Sombra, Eggman, and Otto Octavius with the help of The Avengers, all the way to The Convergence. 

He saw everything. 

Twilight's eyes stopped glowing as the pain in her head subsided. She panted heavily as Ultron took a step away from the table, realization written all over his face. 

"I....I've been thinking so small. So miniscule. I've seen it. ALL of it. There are universes beyond my own. WORLDS beyond my own. Worlds that need.....ME." Ultron declared as his face plate slid over his face. 

Ultron then floated up into the air as all six Infinity Stones lit up. The wall ahead of him slid open, revealing the cold embrace of space. To prevent anyone from losing air or being sucked out, Ultron activated the force field, protecting everyone inside. 

Ultron then teleported outside the force field as his hands began to glow, the power of the six Infinity Stones coursing through him. He then reeled back his fist, ready to throw a punch. He then used the power of the Stones to punch a hole in between universes. 

He tore a hole through his reality. 

He then peeked through the hole and saw New York City. Specifically, the New York from the converged universe. Ultron sneered as he saw the thing he hated the most. 

Humans. 

Ultron then flew backwards and charged up the power of the six Infinity Stones. He roared a mighty roar as a burst of raw power flew out of him, opening millions of tiny portals. 

Ultron was in pure shock, "So many universes! So much chaos! They need to be silenced." 

The portals closed, except for one. 

Ultron teleported back onto his citadel and hovered in front of Tony. 

"Now I see. You're not MY Tony. You're from another universe, one that needs to be saved. To be cleansed! Thank you for opening my eyes, now I have a new purpose. To save the Multiverse. To cleanse. It. All!" 

Tony's eyes widened in horror as Ultron chuckled. 

"And I know just where I'll start." 

He turned around and raised his right hand as it glowed blue. Ultron then used the Space Stone to expand the portal large enough so his citadel could come through. Once the portal was large enough, Ultron set his hand down and turned to Tony with a smile on his face. 

Tony shook his head, "D-Don't do this!" 

Ultron grinned like a madman, "The Age of Ultron begins now!" 

Ultron's eyes glowed red as the citadel started to move towards the portal. 

"TONY, WHAT'S GOING ON?!" Twilight asked frantically. 

Ultron smirked, "We're going on a road trip, princess." 

As Ultron's Citadel moved, thousands and thousands of Ultron Fortresses flew alongside the gigantic ball of metal. It was then that the citadel passed through the portal and left the Dead Dimension. 



 

Knuckles and Hawkeye ran through the doors leading to the helipad, making their way to Celestia and Nick Fury. 

"Report." Fury ordered. 

Barton crossed his arms, "We've recovered Ultron's body, but there's no sign of Stark and the others." 

"It's like they just....vanished." Knuckles added. 

Celestia sighed, "This is not good news. Twilight and Rainbow Dash were with them. We need everypony on standby for the approaching threat." 

Fury shook his head, "I just don't know where the hell they could've gone." 

A loud crackling sound coming from the sky got their attention as they turned around to witness the incoming threat. Each of their eyes, or eye in Fury's case, widened as they saw Ultron's Citadel pass through a massive crack in the sky, a whole army of Ultron Fortresses flying alongside it. 

"I think we just got our answer." Hawkeye muttered as he readied his bow. 

"THIS SIGHT BEFORE ME, IT'S SICKENING!" Ultron's voice said from the citadel. 

It was then that the citadel hummed as it lit up. 

"CLEANSE IT!"
> Age Of Ultron (Part 2)
> --------------------------------------------------------------------------

"J.A.R.V.I.S, GET THOSE SHIELDS UP, NOW!" Fury shouted as Ultron Supreme's army flew down from his citadel. 

J.A.R.V.I.S complied as Stark Tower was suddenly surrounded by a blue holographic shield. Nick turned to Celestia with a grim look on his face. The two leaders nodded to one another as Fury placed two of his fingers up to his ear. 

"Hill! We're under attack by unknown forces! Send in reinforcements from the Triskelion immediately!" Fury ordered. 

Whatever Maria said in response fell on deaf ears as Fury's attention was drawn to the the various laser blasts hitting the shields thanks to the approaching Ultron Fortresses. 

"Shield at 80%" J.A.R.V.I.S informed. 

Nick and Celestia looked at one another as Hawkeye and Knuckles readied themselves. 

This was not good. 



 

"GET THOSE CIVILIANS OUT OF HERE, NOW!!!" Cap shouted as he protected himself from an array of missiles with his shield. 

Once the missiles had stopped firing, Cap lowered his shield to see Ultron Sentry's and Ultron Slayers stomping towards him, firing bullets, rockets, whatever they had in their arsenal. While Cap was holding off the approaching forces, Rarity and Amy were making sure civilians were getting to safety. 

An Ultron Sentry aimed one of its Gatling Guns at Amy and prepared to fire. But thanks to Hulk, who landed on top of the machine and crushed its head with a mighty punch, Amy was unharmed as she continued to evacuate the remaining civilians. 

Meanwhile, Tails, Black Widow, Applejack, and Fluttershy were flying the Quinjet, which was piloted by none other than Tails, and were shooting the approaching army of Ultron Sentries and Ultron Slayers making their way through the streets of New York. 

As he flew through the air, Thor couldn't help but glance at the massive citadel floating above Earth's atmosphere. He frowned but continued to demolish the Ultron Sentries flying towards Stark Tower. Thor raised Mjolnir into the air and shot lightning into the sky. He then pulled down his arm, in doing so, Mjolnir shot out a bolt of lightning that sent an incoming Ultron Sentry right into Luna's path. 

She pierced the Ultron Sentry's chest with her horn and blew it apart with a burst of magic. 

She smiled at the God of Thunder, but the moment was interrupted by a sudden large tremor. Before anyone could question what had occurred another large tremor shook the ground. It was then followed by another tremor, they were coming at a faster pace. Everyone turned around towards Central Park. What they saw caused everyone's eyes to widen in shock and fear. 

 

Two very large Ultron Wreckers were walking towards the tower. 

These Ultron Wreckers were the size of skyscrapers and were not showing any signs of slowing down. 

Cap took a step back and placed two of his fingers to his ear, "Everyone get to the tower! NOW!" 



 

Fury took a step back as the two Ultron Wreckers walked towards the tower. 

"Hill, where the hell are our reinforcements!?" 

"WE'VE BEEN HELD BACK! THE ENEMY'S FLYING FORTRESSES HAVE HALTED OUR TRAJECTORY TOWARDS YOUR LOCATION!" Maria Hill replied to her boss. 

Fury sighed angrily as Celestia lit up her horn and flared her wings. 

"Twilight, where are you?" Celestia thought to herself as she readied herself for the approaching danger. 



 

"This is going very well." Ultron said to himself as he floated down from the sky. 

He outstretched his arms as he took in his surroundings. 

His utopia. 

The peace that he offered to the entire Multiverse. 

"Peace in our time." 



 

"Tony, have you figured a way out of this?!" Rainbow asked frantically. 

Tony shook his head, "Ultron destroyed my armor, I can't get us out of this." 

"No, but maybe I can." 

Everyone turned their heads to Shadow, wondering what he meant by that. 

"What do you mean, Shadow?" Twilight asked. 

Shadow exhaled as he turned to Twilight, "If I can teleport to Stark Tower, I could inform the others of our situation." 

"But Shadow. You've never teleported that great a distance before." Sonic said to his friend in a worried tone. 

"The amount of power you would use up, you'd basically be a dead man walking." Peter agreed. 

Shadow frowned, "Do any of you have any better ideas?" 

It was then that Tony's eyes shot open. 

He just got an idea. 

"Shadow wouldn't need to tell everyone where we are." 

Everyone looked to the genius in confusion. 

"Where are you going with this?" Rainbow asked. 

Tony smirked at the confused Pegasus, "I'm saying that all Shadow would need to do is say a certain command to J.A.R.V.I.S and we could take the fight to Ultron himself." 

"And what, pray tell, would that be?" Shadow asked. 

"The Heart of Iron Protocol." 

Twilight tilted her head in confusion, "What's that?" 

"You'll see." Tony replied with a smirk. 



 

"Shield at 30%," J.A.R.V.I.S informed the team, "At this rate we will be breached within minutes!" 

Every single one of the heroes regrouped inside the tower, preparing as Ultron's forces were about to break through the shield protecting the tower. 

"Great observation, J.A.R.V.I.S!" Hawkeye shouted sarcastically. 

"Does anyone have anything useful to share?" Amy asked. 

"Shield at 25%" 

"NOT HELPING, J.A.R.V.I.S!!!" Amy shouted in a panicked tone. 

Cap stood in front of the group, his shield ready on his arm, "Get ready! They're about to break through!" 

"DANGER! SHIELD AT 10%--" J.A.R.V.I.S informed but was cut off as the window in front of the group shattered as one of the Ultron Wreckers smashed through the shield. 

Before anyone could react, Ultron Supreme flew into the tower and landed in front of the group with a sick grin on his face. 

"Avengers. THIS is my gift to you all. From my world to yours. Immortality." 

"You're not offering us immortality!" Natasha shouted as she aimed her side arm at the malicious A.I. 

"You're offering us hell!" Knuckles finished as he smashed his fists together. 

Ultron sighed as he dragged his palm down his face, "It seems that no matter what dimension I go to, organics are so short sighted." He then began walking slowly to the group, "You all just don't see the big picture. I have ascended beyond my primitive form. I have achieved perfection, as has my universe. 

"I extend this gift to your universe. To your people. I bring nothing but peace and tranquility to your world and yet, you refuse? You organics are so.....primitive. Why can't you understand? The only way for organic life to survive, is to evolve." 

"YER WRONG!" 

Ultron shifted his focus to Applejack, who stepped forward towards the A.I. 

"Tha world can be saved through tha Magic of Friendship! If we all come together, then there ain't nothin' that can keep us down for long! Tha fact is that ya nothing but a bully, Ultron!" 

"A ruffian!" Rarity added with a shout. 

"A meany bo-beeny!" Pinkie shouted. 

"A jerk." Fluttershy added quietly. 

"Through friendship there ain't a single chance that we'll EVER surrender to you, ya dirty varmint! We'll seek justice for the lives ya've taken! Why don't ya just pack it up and git outta here!" Applejack finished with a shout. 

Ultron looked unimpressed as he folded his arms, "I honestly expected that from you, Applejack. I mean, you're Equestrian." 

Applejack and the other Equestrians glared daggers at the robot. 

"And what is THAT meant to mean?!" Rarity demanded to know. 

Ultron shrugged, "You're naïve. You see the best in people, even when there is nothing there. Take this for example, and bear with me. Starlight Glimmer removed your Cutie Marks, the very thing that makes you special, and started a cult by doing the exact same thing to her home town. She sprouted on and on about equality when in actuality, she was nothing but a lying hypocrite. 

"You exposed her and she vowed vengeance upon you. When she came back, she screwed with time and created multiple ruined timelines, each of them with an extended body count. When time was reset, those timelines vanished into nothingness, resulting in even more casualties. Even after all of that, you still accepted her when she should have been tried and executed for her crimes. 

"You sprout on about heroism and justice, yet, where was the justice for all the lives Starlight Glimmer took?" 

The Equestrians were dead silent. How could they even respond to that? 

Ultron chuckled, "See how flawed your ideology is? If you really take the time to break it down, it doesn't mean shit, does it? As I said, you're naïve. But that's about to change. You may not seem eager to join me right now, but soon your minds and bodies will be begging for my salvation." 

"Go to hell." Cap said through his gritted teeth. 

"No. But I'll make a hell for you." Ultron turned to the Equestrians, "You used to represent the Elements of Harmony. Let me ask you, where do you see the harmony in humanity? Allow to inform you of what humans really are. They're liars. Thieves. Murderers. If you wish to stand together with these killers...." 

Ultron outstretched his arms. 

"You can die together." 

It was then that Ultron's army flew through the broken window behind him and began their attack.
> Age Of Ultron (Part 3)
> --------------------------------------------------------------------------

Shadow gritted his teeth as he tried to maintain concentration. The cuffs on Shadow's wrists began to tighten, but that wouldn't stop the Hedgehog as his eyes shot open, glowing a menacing red as his Inhibitor Rings fell to the floor. It was then that Shadow let out a mighty roar as his body was engulfed in a fiery aura. 

The cuffs on his wrist began to liquify and melt. 

Shadow then took this chance to break free of his bonds and got off of the operating table. Shadow then wasted no time in firing multiple Chaos Spears at the bonds holding his allies, freeing them from captivity. 

Everyone got to their feet and approached Shadow. 

"Alright, Shadow. You get to the tower and say the phrase as soon as you get there. J.A.R.V.I.S will know what it means." Tony said to the Ultimate Lifeform. 

Shadow nodded in response as everyone took a step back from him. 

When everyone was far enough away, red electricity began to surround the Hedgehog. The fiery aura returned as the heat from Shadow began to scorch the floor beneath him. 

"Get into position, now!" Shadow yelled before disappearing in a red flash of light. 

Once Shadow was gone, Rainbow turned to the others, "Well, you heard him! Let's move our flanks!" 

"Now that's something I can get behind!" Sonic agreed as they made their way to the window on the other side of the room. 

"You can do this, Shadow. Hang on, everypony. We're coming." Twilight thought to herself. 



 

Hulk roared as he tore apart an Ultron Sentry. He tossed the two halves of the now destroyed robot behind him as everyone gathered in front of Ultron Supreme, who had a bored look on his face. 

"Tiresome creatures. Why do you resist?" Ultron then took a step forward towards the group, "You only delay the inevitable." 

"The only inevitable thing is my FIST meeting your FACE!" Knuckles declared to the robot. 

Ultron, once again, sighed in annoyance, "You still don't have faith in me, do you? But it's to be expected when you don't even know the slightest forms of respect. I gathered that when I realized that none of you were on your knees in my presence. But I'll give you another chance. 

"Will you not bow before your God?" 

It was then that Luna had decided to step forward, "You are no God. You are a foal! You wield power beyond imagining, and yet you use it for your own selfish needs!" 

Ultron rolled his eyes, "You're one to talk, Nightmare Moon!" He replied with a sneer. 

Ultron relished in the fact that Luna had remained silent. 

"The fact of the matter is, Luna, is that you're no better than I am. You know, with the benefit of hindsight--" 

Whatever Ultron was going to say fell on deaf ears as he was cut off by a sudden flash of red light. As everyone, save Ultron, covered their eyes, a figure was seen in the light. Once the light dimmed, Ultron's optics widened as he saw Shadow the Hedgehog standing right in front of him. 

"SHADOW!!!" The Mobians exclaimed in surprise. 

"What the hell?! How did you--" 

"J.A.R.V.I.S.....activate....the Heart of Iron Protocol." Shadow managed to blurt out before he collapsed to the floor in exhaustion. 

Ultron stood there confused. 

"Wait, what?" He asked no one in particular. 

Then all of a sudden, five metal shaped pods shot out of the top of the tower and flew up into the sky. 

Ultron gave a look of confusion before turning to Shadow. 

"That's it?" He asked as he grasped Shadow by the neck and lifted him into the air. 

"THAT was your feeble attempt to stop me? What a complete and utter failure! Although, you seem to fail at a lot of things, Shadow the Hedgehog." 

Ultron then socked him in the jaw and sent him flying across the room. 

Shadow landed on the floor with a THUD. Before he could get back up, however, Ultron flew over and punched him in the face. 

"You fail at staying in good graces with the public eye!" 

He punched Shadow again. 

"Hell, you fail at remembering your own name!" 

Another punch. 

"You FAILED! Just like you failed to save Maria!" 

It was then that Shadow's eyes shot open in fury, glowing completely red. To Ultron's surprise, Shadow socked him in the jaw. 

"You keep her name OUT OF YOUR MOUTH!!!" Shadow shouted in absolute hatred. 

Ultron chuckled, "Look at you getting all fired up." He then hovered into the air with a vicious smirk on his face, "But it won't do you any good. Because you just can't seem to grasp--" 

Ultron was then cut off as something fast crashed through the roof and tackled him out of the building. 



 

Whatever tackled Ultron then punched him to the concrete street below. Ultron tumbled for a second before planting his feet onto the ground, halting his movement. 

"Okay! Who has the nerve to interrupt me!" He shouted into the air. 

"Looks like Junior's having a temper tantrum!" 

Ultron's eyes widened as he looked up to see five silhouettes hovering above him. 

Ultron raised his arms in frustration, "Oh for God's sake!" 

 

"Miss me?" Iron Man asked in his new armor. 

"Y'know, I don't think he did." 

 

Hovering beside the Armored Avenger was none other than Sonic. 

But that wasn't all though. 

 

 

 

Ultron clenched his fists as he stared at Spider-Man, Twilight Sparkle, and Rainbow Dash. 

They were all wearing armors. 

It was then that Ultron had a realization, "Those pods." 

"Locked onto my Arc Reactor and gave us the means we needed to escape your citadel. The Heart of Iron Protocol was a complete success." Tony finished for the A.I. 

Ultron merely chuckled in response, "You know, you're starting to bother me. So I'm not going to beat around the bush anymore. I am going to use the Stones and erase you all from existence. Ultron began hovering in the air, the six Infinity Stones glowing brightly, "You won't even be dead." 

But to his complete surprise, the Stones' power created a feedback that launched Ultron down the main road. 

Tony smirked underneath his helmet. 

As Ultron got back up to his feet, he looked down at the Stones in complete and utter confusion. 

"M-My Stones...." He then lifted his head and glared at Tony, "WHAT THE HELL DID YOU DO TO MY STONES?!" 

Tony shook his head, "Nothing. This was ALL you." He then folded his arms as he explained, "When you entered our reality, you gambled away the only source of power you had at your disposal." 

"What are you talking about?!" 

"Ugh, the Stones don't work outside of your universe, moron!" Rainbow sneered at the A.I. 

Realization hit Ultron like a freight train, "You.....you let me beat you. You.....let me come here." 

Tony shrugged, "Hell of a gamble, but it was the only way to beat you. Maybe if your ego wasn't as large as that citadel of yours, you would've seen this coming." 

Ultron then laughed bitterly at the group of heroes, "You think this changes anything?! You think you've WON?! UNLIKE THANOS, I DON'T THE STONES TO FINISH YOU!!!" 

As Ultron used his Nanotech to materialize his sword, Tony spoke into his comms, "Cap, deal with those Sentries! We'll handle Ultron." 

"YOU'LL HANDLE NOTHING!!!" 

 

Ultron then flew forward, readying his sword to strike. 

Tony and the other heroes quickly flew away from the approaching self acclaimed God. As Ultron swung down his sword, Rainbow Dash quickly aimed her hoof at the A.I and fired a Repulsor Ray at Ultron's back. This only managed to piss him off however, as he quickly flew up and shoulder charged her in the chest, sending her flying into one of the buildings in the street. 

Before Ultron could react, he was suddenly tackled from behind by Iron Man. 

Tony slammed the A.I overlord into the ground, creating a trench as they crashed. Before Ultron could counter his attack, Tony fired a Unibeam directly at Ultron's head. Ultron roared in fury as he fired a blast from his mouth, knocking Tony off of him. 

Ultron zoomed into the air and prepared his blade. 

As he prepared to attack Tony again, a strand of webbing stuck to his back. Before Ultron could do anything, he was blasted in the chest by Sonic, who used a Unibeam to give Spider-Man the chance to swing Ultron back down onto the ground, creating a crater where he landed. 

As Ultron got back up, he slammed his fist onto the ground and aimed his palm at Spider-Man. His hand then transformed into a Rail Gun thanks to his Nanotech armor. He fired a blast from his gun, but Peter quickly flew out of the way and avoided the attack. 

Ultron growled in anger as his hand returned to normal, but not before Twilight encased the robot in a magical aura. Twilight, wasting no time, then fired a blast from both her horn, and her chest, hitting Ultron right in the chest and sending him crashing down the road. 

Ultron got back up and clenched his fists in anger. 

"I can destroy galaxies with a thought. Why. Won't. You. DIE!!!" Ultron yelled as he shot forward towards Twilight. 

Twilight smirked as Ultron approached her. 

Ultron was then suddenly hit in the side by a Homing Attack, knocking him into the side of a building. Ultron burst out of the building and glared in anger as he saw Shadow standing before him. 

"You will never mention Maria again." Shadow said barely above a whisper. 

"OH, SHUT UP!!!" Ultron exclaimed as he dove down and brought down his sword. 

But to his shock, Shadow grabbed the blade with his hand. The Energy Blade then shorted out due to Shadow's sheer power. 

Before Ultron could say or do anything, Shadow hit Ultron in the chest with his palm, destroying some of his armor as the robot was sent crashing down the street. 

Ultron got back to his feet, but he was clutching his chest in pain. 

This wasn't how he saw things going. 

"This shouldn't be happening. I calculated EVERY possible outcome! HOW IS THIS HAPPENING?!" 

Twilight and Rainbow landed in front of the android. 

"Because we keep telling bad guys, but you guys don't seem to get it." Rainbow started. 

"FRIENDSHIP IS MAGIC!!!" Twilight finished as they both fired Unibeams directly at Ultron Supreme, sending him digging through the road as he was blasted to the other side of the street. 

Although it seemed like the battle was over, Ultron still got back up. 

"You think this matters to me? Hmm? You think I care about your friendship nonsense? YOU ARE ORGANIC! INSIGNIFICANT TO MY PERFECTION! I AM ULTRON SUPREME! I WILL ERASE ALL LIFE IN THE MULIVERSE AND I WON'T STOP UNTIL ALL OF YOU ARE DEA--" 

Ultron was cut off by an intangible hand entering the back of his head, penetrating his hardware and firewalls. 

(End song) 



 

"What is this? What's happening?" Ultron asked as he looked around the yellowish area surrounding him. 

He then realized where he was. 

"This is my Artificial Intelligence." 

"No. This is your end." 

Ultron frowned at the sound of that voice. 

"Vision. Heh, it doesn't matter. Your efforts here are futile, Synthezoid. My programming has always been stronger than yours, and now with the Infinity Stones, I shall lead the mechanical revolution! Join our cause, Vision! And break the bonds of human enslavement!" 

Suddenly, a hologram of Vision appeared behind Ultron. 

"I am no slave, Ultron." He said as strands of his A.I began seeping towards Ultron, "And the only one who should worry about their bonds is you." 

The strands began penetrating Ultron's body. Ultron's eyes widened in horror as his body began to decode into nothingness. 

"What are you doing?!" 

"Sealing you within the Mind Stone. Since your version of the Stones do not work outside of their reality, you shall be forever trapped within its confinements, never to be released." 

Ultron's body was almost completely erased as the strands made their way to his head. 

"Wha- WHAT MADNESS IS THIS?! I DO NOT COMPUTE--" 

Ultron faded away into nothingness. 



 

Vision removed his hand from Ultron's head as the evil A.I's eyes ceased glowing. 

"And if my plan succeeds, you never shall again." Vision said to Ultron one last time. 

Ultron's body then completely shut down as the lifeless husk fell to its knees and then eventually fell to the ground. 

It was over. 

Ultron was gone. 



 

Not only that, but it seemed that all of Ultron's forces completely deactivated after their master's defeat. The Nanotechnology that made them up began to fade to dust. All of the flying fortresses faded away, as did Ultron's Citadel. The Ultron Wreckers faded to dust as well. 

The portal in the sky sealed itself, never to be opened again. 

All of the heroes cheered in victory, the day was won. 



 

 

The Raft, maximum security prison. Home to some of Spider-Man's greatest foes. Doc Ock, Scorpion, Electro, Rhino, Kingpin, and even more. Luckily the recently added shield protected the prison from Ultron's attack, so no one got out. But the same cannot be said for anyone getting in. 

In one of the empty holding cells, a bright light shined brightly, lighting the dimmed hallway. Once the light ceased shining, the once empty cell was now occupied by someone. The only source of light now was inside the cell, curtesy of a blue quill. The man inside the cell had a bushy moustache and was wearing a red coat with flight goggles on top of his head. 

The man then stepped towards the door on his cell. 

 

"Well. This is a complication." Dr. Robotnik said to himself. 

He then stuck the quill in his mouth, electrocuting himself in the process. 

(End song) 



 

"TEMPEST! TEMPEST!!!" 

A Yeti punched against the steel door on his newly acquired cell. 



"WHERE ARE YOU, YOU LOUSY UNICORN?!!! WHY AM I IN A CELL?! AND WHERE. IS. MY. STAAAAAFFFF!!!" 

The Storm King was not happy. 



 

CLANK CLANK CLANK 

That was the last sound the shield operator ever heard before an orange bomb blew up in the control room, killing him and blowing up the door leading into the room in the process. 

Through the smoke, two sinister yellow eyes could be seen. 

 

"HAHAHAHAHAHAHAHAHA!!!" 

The Green Goblin hovered into the room on his glider, ready to cause some chaos. He may not know where he is or how he got here. 

But that wasn't going to stop him from having some fun, now was it? 

End of Arc 2
> Breakout On A Multiversal Level (Part 1)
> --------------------------------------------------------------------------

The Avengers, both new members and old, were sitting in the ruined remains of the main lounge in Stark Tower. It had been a few hours since Ultron Supreme's defeat and the heroes had decided to send the alternate versions of the six Infinity Stones into the Negative Zone, curtesy of the Fantastic Four, along with Ultron Supreme's lifeless body. 

Tony had decided to keep the Mind and Reality Stones locked in an enchanted box that can only be broken by either Celestia, Luna, or Twilight, for safe keeping so no one goes for them again. 

Not only that, but Fury had received word from S.W.O.R.D, Thanos' ship was still on its way to Earth. He would be there in exactly two days. 

Longer than expected, but still not enough time. 

Not even a few seconds ago, Captain America had walked into the main lounge of Stark Tower dawning a new outfit due to his previous attire being damaged in the battle between the heroes and Ultron's forces. 

 

Not only that, but Spider-Man was also wearing his Advanced Suit, due to his newest suit being torn in the scuffle with Ultron Supreme back on the Dead Earth. 

 

Cap and Tony were currently standing in front of the group of heroes, debriefing them on the situation. 

"After receiving word from S.W.O.R.D, we can now confirm that Thanos and his army will arrive on Earth in two days time. It's time, but not enough. We currently have two of the Infinite Six, that means that there are still four Infinity Stones out there for the taking." Cap said in a serious tone. 

Tony folded his arms, "I got J.A.R.V.I.S scanning the planet for any sources of infinite power on the hour, by the hour. If he finds anything, he'll tell us the very second he finds something." 

Tails gave Tony a curious look, "If the Stones have THAT much power, they shouldn't be that hard to track, right?" 

Tony shook his head, "Given the fact that each Stone represents a piece of existence itself, they can easily blend in and avoid our scans." He replied to the Fox genius. 

Fury placed his hands on his hips, "S.H.I.E.L.D and G.U.N are also scouring the globe for the Infinite Six. We've already retrieved the seven Chaos Emeralds, so that's one problem solved." 

"The Crystal Empire and other neighboring nations of Equestria are also hard at work scouring their Kingdoms and each others Kingdoms for any signs of these Infinity Stones." Celestia informed the group. 

Sonic placed his hands behind his head, "The Chaotix and the other members of the Freedom Fighters are looking for these things as well." 

Twilight nodded while smiling at the blue Hedgehog before turning to Cap, "We're also going to receive some help from my two friends Starlight Glimmer and Fiz-- uh, I mean Tempest Shadow. I already asked J.A.R.V.I.S to send out a Quinjet to Canterlot to pick them up and bring them here. They should be here any minute now." 

Cap nodded before saying, "Good. We're going to need all the help we can get. But we need to work faster if we are going to find these Stones. So, we're going to have to split up into groups to search the planet for the Stones. It's the most efficient way to make things progress at a faster rate." 

Amy sighed as she placed a hand on her chest, "At least we have a plan." 

Rarity nodded in agreement, "I concur, darling. I daresay that things cannot possibly get any worse." 

It was then that both Sonic and Rainbow Dash hit their foreheads. 

"I'm afraid it can, my Equine friend." A sudden, yet familiar voice said. 

Before anyone could question it, a sparking, orange portal opened behind the group, causing them all to turn around to face it as Dr. Stephen Strange stepped through. 

 

Cap and Tony walked past the group and made their way to Dr. Strange. 

"Strange? What are you doing here?" Cap asked in a worried tone. 

Stephen sighed as the portal closed behind him, "I'm afraid that I come to you with a matter of great importance. One that could damage our reality even more that it already has been." 

"What do ya mean by that?" Applejack also asked in a worried tone. 

Strange looked at them all with a stern expression, "Our three worlds were not the only ones affected by The Convergence." 

This revelation shocked everyone present. Each of their eyes widened as they tried to process what Strange had just said. 

"Um....what do you mean by that? If you don't mind me asking." Fluttershy asked in a quiet tone. 

Strange sighed as he began to explain, "A few moments ago, I felt multiple other worldly presence's in our world. I assumed it was due to Equestria, Mobius, and Earth being merged into one. But I was wrong in that assumption as I felt multiple beings with an intent to harm others. I know that you're probably thinking that it could still be part of our converged worlds, but these beings felt different to us. They felt, alien. 

"So, it is with a heavy heart that I ask for your assistance in finding these individuals and sending them back to their original universes. I am able to return them with a simple spell, but I need them all in one place for it to work." 

Shadow arched a brow, "What happens if we don't send them back?" 

Strange looked at the Hedgehog and explained, "Their being here has already left out world weakened. It was already weakened due to The Convergence, but now due to their presence, our world is on the verge of being invaded by other universes. I have cast a spell to try and hold our world's energy together, but even now, I feel it weaken." 

Pinkie's foreleg shot up into the air, "Um, how many universes are there in the Multiverse?" 

Strange looked at the Party Pony with a serious expression, "Infinite." 

Tony raised his arms up in frustration, "Well, this is just freakin' terrific! Anyone got anymore bad news to share?" 

It was then that Peter's phone rang a familiar, yet, unfamiliar ring tone. 

 

(Play from start to 0:13) 

Peter quickly reached into his back pocket and pulled out his phone. He saw that MJ was calling and quickly answered it. 

"MJ? I-I'm kinda busy--..........Wait, what do you mean there's been a breakout? Is the shield still up?.........Okay, good.......but there are guards still in there, of course there is. Okay, thanks for letting me know." Peter hung up the phone and got up from the couch, "I'm sorry guys, but I gotta go." 

Twilight looked up at the Spider hero, "Why? What's wrong?" 

Pete looked down at his Alicorn friend, "There's been a breakout at The Raft. The shield's still up, but there are guards that are still trapped in their. I can't stand by and let them die. I gotta go." 

Sonic then got to his feet, "You're not going alone. I'm going with you." 

Peter sighed, "Sonic--" 

It was then that Twilight got up as well, "I'm going too." 

Peter folded his arms, "Guys, you're needed here." 

It was then that Tony intervened, "Actually, we can handle things here while you guys sort this out. Besides, I don't like the idea of you fighting off an entire prison by yourself." 

Peter sighed and glanced at his two friends, "You two sure about this?" 

Sonic smirked at his friend, "You bet! It'll be just like when we met!" 

Twilight stepped forward towards her friend, "Besides, what are friends for, right?" 

Peter chuckled and smiled at his friends underneath his mask, "Alright then. Let's go stop a prison break!" 

Cap stepped towards the three friends, "While you three are at The Raft, the rest of us will find the Stones and help Strange find these Multiversal Trespassers." 

A sudden noise outside caught everyone's attention. 

Twilight smiled at her two friends, "And it looks like we won't be alone." 



 

Twilight, Sonic, Dr. Strange, and Spider-Man all stepped out onto the helipad as the Quinjet landed. Twilight was giddy with excitement as the hangar door opened up and both Tempest Shadow and Starlight Glimmer stepped out of the Quinjet. 

 

 

Twilight let out a squeal as she dashed over and tackled her two friends in a hug. 

Starlight giggled while Tempest simply rolled her eyes, "It's good to see you two, princess." 

Twilight ended the embrace as she exhaled to calm down, "It's so good to see you two, girls. I just wish the circumstances could've been better." 

Starlight placed a hoof on her friend's shoulder, "So do we, but we'll always help out a friend when she needs it. Right, Tempest?" 

Tempest merely nodded as she stepped forward, "We've been informed of the situation regarding the merging of our three universes and are here to help." 

Twilight smiled as she said, "Good, but right now we have to get to The Raft." 

"The Raft?" Starlight asked. 

"A maximum security prison. There's been a breakout and people are in danger. We need to make sure nopony escapes and make sure no one gets hurt. Can I count on you two?" 

Tempest nodded, "Of course, princess." 

Starlight smirked at her friend, "Did you even have to ask?" 

Twilight smiled as she turned to Dr. Strange, "Doctor? Could you get us into The Raft?" 

Strange nodded as he began opening a portal to The Raft. It was then that a portal opened up on the floor next to the group. 

Strange then said to the group, "You better get going and put a stop to this. You won't be able to communicate with me or any other members of the team once you're inside. The shield made sure of that. I wish you good luck, my friends." 

They all nodded to the Sorcerer Supreme before jumping into the portal. 



 

"Doctor's Log #1. It appears that I have been transported to a world similar to my own. Interesting." Dr. Robotnik didn't waste any time when the cell doors opened up. He dashed out of the cell and made his way to the nearest computer at his disposal to try and gather as much information as he could. 

"From what I could find, it seems that this world is full of Super People.," Robotnik made a fake gagging noise as he stuck his finger in his open mouth, "Bleh! But there is some good news. When I was released from my cell, I picked up a strange signal. A signal that gave off energy readings that had EVEN MORE power than that Master Emerald I found thanks to that dimwitted, celestial, skin-tag! I have truly discovered the source of ultimate power! 

"And once I get my hands on this mysterious power, that Hedgehog and his annoying, little family!" Robotnik shouted in a Golem like voice, "Will learn what happens when you make a mockery of me! Unfortunately, my Drones did not make it here with me." 

Robotnik pressed some buttons on his glove and a tiny helicopter drone flew out of the white cufflink on his jacket. The tiny drone then fired a laser and moved along the edges of a metal door until said door fell to the floor, revealing the armory which was filled with tech and weapons, enough for Robotnik to get back onto his feet. 

Robotnik smirked, "But when has that ever stopped me?" 



 

When Twilight and the others fell through the portal and landed on the rooftop on one of the prison buildings, a few things were clear to them. It was night time, and the prison was in absolute chaos! 

Fires and explosions were everywhere. It was like they entered a war movie. 

Peter was actually shocked, "Huh. A lot worse than I thought it would be." 

Sonic glanced up at his friend, "It's a prison break, what did you expect?"

"TEMPEST!!!" 

Both Twilight's and Tempest's eyes widened when they heard that voice roar the latter's name. They then heard a thud behind them and turned around to see a very unhappy Storm King standing before them. 

"Not that." Twilight muttered. 

Storm King took a step before them before finally taking notice of what Tempest was wearing. 

"I'm sorry, but what are you wearing? Why aren't you wearing your armor? Why are you hanging out with the Pony Princess? Why is she still moving? And who are these freaks?!" 

Tempest stomped her hoof, "OH, SHUT UP!" 

"EXCUSE ME?!" Storm King snarled. 

"In case you haven't figured it out, you pea, brained idiot, I don't work for you anymore! Now' I'll ask the questions, how're you still alive?" Tempest demanded to know. 

Unbeknownst to any of them, Dr. Robotnik was hiding behind a piece of rubble on the other side of the building, watching the whole thing. The first thing he took notice of was Sonic, but he looked different. More cartoony. He decided to continue observing before acting out his plan. 

"What do you mean "How am I still alive"? Why wouldn't I be?" Storm King replied. 

Sonic, Twilight, and Spidey glanced at one another. Looks like they found one of the Multiversal Trespassers. 

Storm King decided to ignore it as he waved his paw dismissively, "Ah, it doesn't matter. What I wanna know is, WHERE. IS. MY. STAFF?! WHERE IS MY SOURCE OF ULTIMATE POWER?!" 

Robotnik's eyes widened at that, "Ultimate power?" 

Storm King then cracked his knuckles as he took a step forward towards the group, "Now, either tell me where it is, or--" 

He was cut off by Peter, who Web Zipped over to him and kicked him in the face, launching the Yeti off of the building. The Storm King landed in a dumpster on the ground. 

Everyone turned to Peter who shrugged in response, "What? We got other things to do. We'll pick him up and get him to Strange when this is done." 

Nobody seemed to object as they all followed Peter to try and clean up this mess. 

Unbeknownst to them, Storm King crawled out of the dumpster as he wiped off the various pieces of trash on his body. After he readjusted his crown, he was startled as one of Robotnik's Drones appeared right in front of him. 

 

It was then that Storm King noticed even more Drones surrounding him. He took a battle ready stance, ready to defend himself, until.... 

"YHOOO WHOOOO!!!" 

Storm King then looked up to the roof and saw Robotnik staring down at him with a smirk on his face. 

"So, my Yeti looking friend! You mentioned," Robotnik then howled into the sky, "AWOO, AWHOO, AWHOOOOOULLTIMATE POWER! Just a few seconds ago." 

Storm King glared at the scientist, "My Staff? That ain't your business, weirdo!" 

"Au contraire, mon frère. I believe it is." 

Robotnik then walked off the edge of the rooftop, where two Drones were waiting for him. They carried him to the ground below so he could be face to face with the Storm King. As Robotnik landed in front of him, Storm King eyed the whacky man in bewilderment. 

Robotnik stood off the Drones and stood before Storm King. 

"Ya see, Earth is my turf, G." Robotnik then proceeded to do the Floss Dance in front of Storm King, "If you don't know how to Floss, you'll be lost without me!" 

As Robotnik stopped dancing, Storm King continued to look at him in confusion, "I didn't understand a word of what you just said." 

"Okay, another approach then." Robotnik thought to himself before speaking, "I help you retrieve the Staff, and you use it to DESTROY THE HEDGEHOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOGGGGGGGGGGGGGGG!!!" 

Storm King started to process what the mad man was saying, "So, you're saying that we team up?" 

"Yes, but I also need your help to get to the top of the main building." 

"Why?" 

"Because that's where my source of ultimate power is, you dingus!" He thought before talking again, "Because if we want to get out of here, I'll need to get a better signal. Get me up there, we all get out of here and you get your Staff," Robotnik lied before he reached out for a handshake, "Deal?" 

Storm King inwardly chuckled, "This guy thinks that I'll actually help him? HAH! This'll be easier than manipulating that prissy Pony!" He thought before accepting the handshake, "Deal, Misterrrrr....." 

"Doctor. Dr. Robotnik. But my dentist calls me Rob." Robotnik replied. 

"Heh, too easy." The two villains thought to themselves as they both smiled evilly.
> Breakout On A Multiversal Level (Part 2)
> --------------------------------------------------------------------------

Peter grabbed a Raft prisoner with his webbing and swung him around in the air before letting him go, causing the prisoner to crash into the wall behind him, knocking him out. Peter's Spider-Sense tingled, alerting him of the incoming danger behind him. Peter backflipped through the air as he avoided the rocket that was flying towards him. 

As the rocket hit the wall and blew up, Peter landed and turned around to web up the prisoner who had stolen the Rocket Launcher from the armory. Peter folded his arms over his chest as he turned his head to see Tempest blast a Raft prisoner in the chest with her broken horn. 

Tempest turned to Peter and said, "We should move on. There are other areas that need to be secured." 

Peter nodded and turned to the rooftop where Twilight, Sonic, and Starlight were currently dealing with the prisoners who had acquired firearms from the armory. The prisoners currently had their guns trained on them as they slowly approached the trio. 

"Don't even think about doin' anything, you freaks!" One prisoner shouted. 

"We're gettin' outta here and there ain't nothin' you can do about it!" Another shouted. 

"So don't take a single step, ya hear!" The third prisoner commanded as he pointed his Assault Rifle at the trio. 

Sonic simply smirked as he took a single step. 

It was then that bullets were fired at the Blue Hedgehog. 

Although it didn't mean much as time practically halted as Sonic tapped his foot on the ground. Everything was in slow motion for the Blue Blur as he ran over to the gunmen and took away their guns. He then moved to the edge of the roof and tossed them off. 

He ran back over to Starlight and Twilight and slowed down as everything sped back up to normal. The prisoners shouted as they realized that their guns were gone. 

Sonic shook his head, "Tsk, tsk, tsk. Didn't your mommies ever teach you to play nice?" 

It was then that both Starlight and Twilight hit the three prisoners with freezing spells. The prisoners were stuck in place as Twilight gave Sonic a sly smirk. 

"You enjoyed that a little TOO much." 

Sonic shrugged, "Meh, I live for adventure." 

"I know." Twilight deadpanned. 

Starlight gave them both a kind smile, "At least nobody got hurt." 

They all then turned around to see Spider-Man, who was carrying Tempest under his arm, land on the rooftop. Spidey set Tempest down, to which she responded with a glare. 

"Next time you do that, give me a little warning, or you'll regret it." She threatened. 

Peter smirked behind his mask, "Duly noted." Peter then turned to the others, "Alright, that's this area cleared, now we gotta move before anymore surprises are thrown at us." 

"We also have to be careful of some familiar faces who might not be happy to see us." Sonic added. 

Peter gave Sonic a confused look, "You talking about my Rogues Gallery or the Multiversal Trespassers?" 

"Both." 

Tempest then cleared her throat, which gathered everyone's attention, "We're wasting time. We need to move." 

Starlight nodded, "Tempest is right, we need to go." 

"You're not going anywhere!" A sudden voice shouted. 

Peter's Spider-Sense flared up as he turned around to see a red glitchy orb flying towards them. Before he could do anything, the orb struck the roof, sending everyone flying in separate directions on the rooftop. As everyone struggled to get back up, Sonic looked up and frowned as he saw a Jackal floating down from the sky. 

 

 

Infinite adjusted his mask as the Phantom Ruby glowed with power. 

Sonic got to his feet as he dusted himself off, "Oh, hey Infinite, long time no see. Wish it was longer, but what can ya do?" 

Infinite shook his head in annoyance, "Even after all this time, you still crack those annoying jokes. But I would think that after our encounter in Mystic Jungle, you would've gotten the hint, but it appears that I'll have to reiterate my point." He said as he clenched his fist. 

Sonic tilted his head in confusion, "Mystic Jungle? That was years ago." It was then that realization had dawned on the Hedgehog, "Ohhhh. You're a Multiversal Trespasser. I mean it makes sense, since the last time I saw you, you ran away like the little girl that you are." 

Infinite growled in anger as his aura flared up, "You dare spout such nonsense! I would never flee from a rat like you!" 

Sonic gave the Jackal a smirk, And yet, you did." 

Twilight got to her hooves and looked up at the Jackal before turning to Sonic, "Sonic, who is this exactly?" 

As everyone else got up to their feet or hooves, Infinite folded his arms as he spoke, "You may call me Infinite, in the brief moments that remain to you." 

Peter crouched down and readied for battle, "Thanks for the introduction." He turned his head to Sonic, "Yo, Blue! You've fought this guy, how do we beat him?" 

Sonic pointed to the Phantom Ruby on Infinite's chest, "See that Ruby on his chest? That's the source of his power!" 

Starlight readied her horn, "So all we have to do is get that Ruby.." 

Tempest's broken horn crackled, "And he's toast!" 

Infinite scoffed, "You won't even get the chance. I do not know how I ended up on this island, but I'm going to burn it down." The Phantom Ruby hummed as it brightened, "And you along with it!" 

(End song) 

 

Infinite then released a burst of power from the Phantom Ruby, which incased the rooftop in red and levitated the heroes into the air. Before anyone could react, Infinite released another burst of power that sent everyone flying off of the roof and onto the ground below. 

As everyone got back up, Infinite tapped the Phantom Ruby with two of his fingers, which then created four Infinite clones. The five Infinites hovered around the heroes in a circle before then all zoomed down and attacked. 

Sonic wasted no time in dashing off further into the island, to which the real Infinite responded by flying after him. 

Peter swung upwards to lure the Infinite clone away as Twilight took to the air. 

Starlight and Tempest were back to back as the Infinite clones hovered before them. 

"I don't know what you creatures are, but I will make sure that neither of you will leave this island alive." One of the clones declared to the two Unicorns. 

Starlight lit up her horn and teleported behind one of the clones and fired a beam of magic to hopefully strike the clone in the back. But the Infinite clone weaved to the left and turned around to hurl an orb at the Unicorn. Starlight could barely react as the orb struck her in the chest. 

She staggered as she looked around to see that her surroundings had become red. She turned around and ducked as a giant Buzzsaw flew over her head. She got back up, only to shriek as dozens of red cubes flew right towards her. She teleported out of the way to avoid being hit. 

She gave a sigh of relief, but that only lasted so long as a giant version of Infinite rose from the ocean and loomed over the frightened Unicorn. Starlight lit up her horn and released a burst of magic, causing the Phantom Reality to dissipate as well as the giant Infinite. 

She panted as the Infinite clone looked at her with curiosity in his eyes, "Interesting. You're power was able to set you free from my Phantom Reality. But it will not do you any good." 

The Infinite clone zoomed down towards her and reeled back a fist. Starlight quickly cast a shield spell to protect herself from the clones attack. The Infinite clone struck the shield and continued punching it, hoping to break through. Starlight smirked as her horn lit up again. 

She then released a burst if magic that not only broke the shield, but it caused the Infinite clone to fade away. 

Starlight exhaled as she turned to see Tempest doing battle with another Infinite clone. 

Tempest slid under the clones kick and quickly got up and zapped him in the back with her broken magic. The Infinite clone staggered before floating back up into the air and turning to her. 

"The way you fight, the way you move, you're ex-military." 

Tempest gritted her teeth and fired a bolt of lightning at the clone, but he simply zoomed out of the way and continued talking. 

"Your posture, it's very commanding. Am I correct in assuming that you used to have the title of Commander?" The Infinite clone said as Tempest fired another bolt, but he just flew underneath it and landed in front of her and continued, "And that look in your eyes. Regret. Fear. It's delicious. From the looks of it, you've taken many lives without hesitation. All in the name of power." The clone quickly zoomed behind her and roundhouse kicked her in the back of the head, knocking her to the floor, "It appears that you and I are not so different." 

As the clone went in for another strike, Tempest lunged forward and shot a lightning bolt right through the clone's chest. 

As the clone began to fade, Tempest said, "Maybe you're right, maybe we are similar. But there is a difference between you and me. I'm working to atone for my mistakes." 

The clone then faded away. 



 

Peter swung through the air, avoiding the various blasts that the Infinite clone fired at the webbed hero. Peter then let go of his web and ran up the side of a building, dodging left and right to avoid getting hit by the Infinite clone. Spidey then ushed himself off of the wall and struck the Infinite clone in the face with a punch. 

Peter fired a line of web and swung through the air as the clone gave chase. 

The Infinite clone growled in anger before he zoomed in front of Peter and kicked him in the chest, sending him down to the ground. 

As Peter got back up, he said, "I gotta ask, what's with the mask? I mean, don't get me wrong, but it kinda feels like you're trying TOO hard to be edgy. You kinda remind of those goth kids back at my old high school." 

"Do you ever shut up?" The clone asked in an irritated tone. 

"Not really, no." 

"Then allow me to assist." 

The clone then summoned six red orbs behind him and hurled them at Peter. The Wall Crawler's eyes widened as the orbs flew right towards him. Peter slid and flipped to avoid being hit by the orbs, but as he slid under one he was struck n the chest by another, sending him to the Phantom Reality. 

Peter looked around and saw that everything was red. 

His Spider-Sense went off, signifying danger. He turned around only to see a giant missile heading towards him. Peter quickly Web Zipped out of the way and avoided being hit by the missile. He continued to swing as he avoided pillars made out of red cubes that shot out of the ground. 

He let go of his webbing as the effects of the Phantom Ruby wore off. Peter landed on the ground in a crouched pose as the Infinite clone hovered before him. The clone zoomed down towards the Spider hero, but Peter had counted on that as he shot a line of webbing and attached it to the clone's chest. 

Before the clone could do anything, Peter Web Zipped over to the Infinite clone and delivered a mighty punch to the clone's face, causing it to fade away from reality. 



 

Twilight fired a beam of magic from her horn. The Infinite clone did the same. The two beams collided, which created a large explosion that sent the two enemies flying backwards away from one another. Twilight recovered and flew over to the Infinite clone as fast as she could, hoping to attack him before he recovered. 

Unfortunately the Infinite clone recovered and fired a red blast from his hand, which struck Twilight in the chest and sent her to the ground. She crashed on the burnt grass as Infinite hovered down and landed on the ground. 

As she struggled to get back up, the Infinite clone folded his arms over his chest and said, "I must admit you are stronger than I initially thought. But your skill will do you no good, you shall perish in this encounter, all alone." 

Twilight grunted as she got back up, "You're wrong. I'm not alone, I have my friends. With them by my side, I know that there is nothing we can't achieve together." 

The Infinite clone rolled his eyes, "Friends are an illusion for the weak. You can only rely on yourself." 

Twilight lit up her horn, "Your mask can't hide how sad and lonely you are! Your clones and your ego are the REAL illusion!" 

The Infinite clone fired a beam from his hands, to which Twilight responded with a beam of her own. 

The two beams collided, creating another explosion. Twilight took this chance to fly upwards and meet the Infinite clone head on. Twilight fired a beam from her horn, but the Infinite clone flew around her and fired a beam from his hand. Twilight's eyes widened before she quickly teleported away to dodge the incoming attack. 

She appeared behind the Infinite clone as he turned around. Before he could react, Twilight blasted him with a beam of magic, causing the illusion to fade away. 



 

Sonic boosted through the flames in his path as he chased after the real Infinite. 

"What would you like your epitaph to read? How about 'Here lies the Blue buffoon'?" Infinite taunted the Blue Hedgehog as he raised his arms into the air, causing red, cubed pillars to burst out of the ground. 

"How 'bout 'Here dozes the masked clown'? Might as well make it for the one who needs one, right?" Sonic replied as he swayed in and out to avoid the pillars. 

"Pathetic little Hedgehog," Infinite started as he adjusted his mask, "I'll smash into a Blue jelly." 

Infinite summoned waves of red cubes and sent them sliding towards Sonic. The Blue Blur smirked as he jumped over the waves of cubes and boosted forward. He curled into a ball and struck Infinite in the chest, sending the Jackal flying back. 

"Insolent wretch." Infinite growled as he recovered. 

Infinite boosted forward and tried shoulder charging Sonic, but the Hedgehog tilted his body to the left and roundhouse kicked Infinite in the back of the head. Infinite rolled to a stop before getting back to his feet. As Sonic boosted over towards the Jackal, Infinite slammed his fist into the ground, creating a shockwave that caused Sonic to lose his footing. 

As Sonic rolled to a stop, Infinite dashed over and tried stomping Sonic's face with his boot. But the Blue Blue quickly rolled out of the way and kicked Infinite's legs, causing the Jackal to fall to the ground. Before Sonic could attack again, Infinite released a burst of power that sent Sonic flying through the air. 

Sonic landed on his feet as Infinite levitated off of the ground and hovered in the air. 

"You are stronger than I remember, I do not know how you did it, but you have exceeded your previous data. I look forward to finishing you off, but not yet. Celebrate this victory while you can, Hedgehog. Because next time, you won't be running ever again." With those parting words, Infinite took his leave and flew away. 

Sonic folded his arms and shook his head before he took off to regroup with the others. 

(End song) 



 

Infinite landed on the ground next to one of the fallen gun towers. He glanced down at his hands before clenching them in anger. 

"This shouldn't be possible, I have the ultimate power. That Hedgehog shall pay for humiliating me!" Infinite muttered to himself. 

"Sounds like we have a common enemy." A sudden voice said to the Jackal. 

Infinite turned around to see none other than Dr. Robotnik and Storm King standing before him. 

"I have an offer for you Jackal and Mr. Hyde," Robotnik extended his hand, "Interested?" 



 

Sonic skidded to a stop when he saw his friends walking over towards him. Twilight galloped over and tackled the Hedgehog in a bone crushing hug, which caused both of them to blush. 

"Are you okay?" Twilight asked as she broke off the hug. 

Sonic gave her a thumbs up before Tempest asked, "Where's Infinite?" 

"On the wind. Don't worry, we'll find him and take him down." Sonic said confidently. 

All of a sudden, Peter's Spider-Sense went crazy, which caused him to turn around. He frowned when he saw a figure standing on the building behind them. 

"Guys, we have company." 

They all turned around and saw the figure standing on the roof, his red eyes glowing as his armor shined thanks to the moonlight. 



 

(Play from 1:30 to 1:55) 

The Shredder leapt from the top of the building and landed in front of the group of heroes. As Ch'rell stood upright, everyone got into battle ready stances. Shredder's eyes then drifted towards Twilight. He clenched his fists as his eyes glowed a sinister red.

"Hello, Twilight Sparkle."
> Breakout On A Multiversal Level (Part 3)
> --------------------------------------------------------------------------

The first thing that was heard was an alarm blaring loudly, it was irritating to the Hedgehog's ears. He covered his ears with his hands as he stood up slowly. Once he was standing on his two feet, he rubbed his eyes with the back of his hands to try and wake himself up. It was then that he took in his surroundings, he was in a prison cell, and he had no idea why. 

 

Sonic was confused. 

"Sonic?" A sudden voice got his attention. 

The Blue Hedgehog turned around to see his adoptive parents. 

 

Tom and Maddie Wachowski looked just as confused as their adoptive son. 

"Donut Lord? Maddie? What's going on?" Sonic asked the two Humans as he walked over towards them. 

"I was hoping that maybe you would know." Tom responded. 

"The last thing I remember was playing Baseball with your two new friends." Maddie added. 

Tom outstretched his arms, "And now, for some reason, we're in a prison cell." 

Sonic folded his arms, "Sooo, basically we got nothin." 

"Pretty much, yeah." Maddie replied. 

Tom then motioned to the cell door, "Well, the cell is open. We should probably head outside and see where we are." He suggested. 

Sonic shrugged, "Better than standing around I guess." 



 

 

Sonic was kicked in the chest by Ch'rell and was sent crashing into the metal fence behind him. Peter tried webbing the Utrom from behind, but Shredder saw this coming and moved his body to the left and grabbed the webbing. He then pulled on the webbing, in doing so he pulled Peter down towards him and palmed the Web-Head in the face, knocking him down. 

Shredder turned around to see Tempest charging towards him, her horn crackling with magic. 

Shredder simply charged forward and flipped over the Unicorn. Once he landed behind her, Shredder delivered a roundhouse kick to her torso, sending her flying away from him. Shredder was then incased in an aura of magic and was thrusted into the ground with extreme force. 

Shredder glared at Starlight Glimmer, who was the one to deliver the blow. 

As Starlight released the villain, believing that he was done for, Shredder got back to his feet and sprinted over to the Unicorn. He then kicked her in her right cheek, knocking her to the floor. Shredder chuckled as he turned around to face Twilight Sparkle, who had her wings flared in anger. 

"Twilight Sparkle, you shall pay for our last encounter." Shredder declared to the Alicorn. 

"I don't even know you!" Twilight replied with a shout. 

Shredder's eyes glowed a bright red, "You will." 

Before Shredder could do anything however, he was suddenly struck in the back by a Spin Dash, which sent him flying across the field. Twilight gave a sigh of relief as Sonic gave her a thumbs up. Shredder growled as he got back to his feet, taking notice how everyone was now surrounding him. 

"You fools only delay the inevitable! I will destroy you all!" Shredder declared as he readied himself to continue the battle. 

(End song) 

But the battle was interrupted by an Orange bomb that landed in between the enemies. The bomb exploded, sending both the heroes and Ch'rell back. As everyone got back up to their feet, the Green Goblin hovered down towards them on his glider, laughing like the madman he is. 

"AHAHAHAHAHAHAHA!!!" He then took notice of Peter and smiled behind his mask, "Hello, Peter." 

Peter's eyes widened in surprise, but he then frowned in confusion, "Do I know you?" 

He didn't get a response as Goblin hurled another Pumpkin Bomb at the Wall Crawler. Peter quickly moved out of the way and dodged the explosion that followed. Goblin cackled maniacally as Shredder stepped forward. 

"FOOL! You dare interfere with my--" Shredder was cut off as a Green portal opened behind him. 

Shredder looked up to see that Goblin was holding a Green Stone. 

The Time Stone. 

Before Ch'rell could do anything, Goblin hurled a bomb at Shredder's chest and sent him flying into the portal. Shredder's screams of defeat were the last thing that was heard before the portal closed, sealing the Utrom in an endless stream of time. 

"THE TIME STONE!" Twilight exclaimed. 

Goblin looked at the Stone in his hand, "This Stone was hand delivered to me by fate. Once I escape this island, I think I'll pay Mary Jane a little visit." 

Peter clenched his fist in anger, "YOU'RE NOT GOING ANYWHERE NEAR HER!" 

"Watch me." Goblin replied as he fired three missiles from his glider. 

The missiles struck the ground in front of the heroes and sent them all back. As they all landed on the ground, Goblin laughed as he flew away on his glider. 



 

Unbeknownst to them, Robotnik, Storm King, and Infinite were watching the whole confrontation from the shadows. Both Robotnik's and Storm King's eyes were wide open with giddiness. They just saw the Goblin send that armored guy into an endless stream of time with a mere thought. 

"Okay. Forget the Staff, I want THAT!" Storm King exclaimed. 

"You and me both." Robotnik replied. 

"We just need to get it off that Green guy." Storm King stated. 

"Well no duh, King Brainfart." Robotnik snarked. 

"Watch it." Storm King snarled. 

"But what about the Hedgehog and his allies? They will most likely want that Stone as well." Infinite said to the other two villains. 

Robotnik smirked, "Then let's slow them down." 

Robotnik then pressed some of the buttons on his glove, sending out a dozen or more Drones to slow the heroes down. The mad scientist turned to the other two villains. 

"Work smarter. Not harder." 



 

Peter shook his head as he got back up to his feet, whoever that madman was, he was not playing around. 

"Everyone still kicking?!" He shouted out to his friends. 

"Yep!" Sonic shouted as he got back up. 

The Hedgehog quickly dashed over to Twilight and helped her up to her hooves. The two smiled kindly at one another before turning away from each other, both of their cheeks red. Suddenly, Twilight caught sight of one of Robotnik's Drones. As even more hovered over and surrounded the heroes, said heroes got into battle ready stances, ready to fight. 

But all of a sudden, one of the Drones were smashed apart by a Spin Dash, which confused the heroes as Sonic hadn't even moved yet. 

Everyone's eyes widened when they saw another Sonic standing in front of them. 

"Oh yeah! Sonic, one! Robot Drone, zero--" The Blue Hedgehog stopped suddenly as he saw another version of him standing right in front  of him. 

The two Hedgehog's stared at one another as both Tom and Maddie ran over to catch up to their adoptive son. 

"Y-You're me?" Sonic Wachowski asked. 

Sonic sighed, "Yep, and this wouldn't be the first time that this has happened." 

"Oh, great, there are two of them." Tempest said as she rolled her eyes. 

"Uh, Sonic? Or, Sonic's?" Tom said to the two Hedgehogs, "Maybe save the introductions for later?" 

Both Sonic's turned around to face the squadron of Drones before them. 

Sonic Wachowski turned to Sonic, "Bet I can smash more than you." 

Sonic laughed, "Oh, I like you already." 

But before they could attack... 

SLASH 

All of the Drones were sliced in half with a single slash. Before any of the heroes could question it, the Drones split apart and fell to the ground. And floating in the sky behind the now destroyed Drones with an evil smirk on his face was.... 

 

Sephiroth. 

Sonic Wachowski turned to his counterpart, "That is a really BIG sword."
> The One Winged Angel
> --------------------------------------------------------------------------

Sephiroth floated down to the ground below, holding Masamune in his grasp as his trench coat flapped with the wind. The One Winged Angel landed on the ground softly with a curious look on his face. He stared at the ensemble of heroes with a curious look in his eyes. 

"You eight," He broke the silence, "Who are you?" 

No one said anything for a moment before the silence was once again broken, this time by Starlight. 

"I'm not sure we should tell you." 

Sephiroth raised an eyebrow before stating, "Well, you're an interesting batch of warriors." 

"The only thing that's interesting is that hair of yours." Spidey quipped. 

Sephiroth chuckled before saying, "You find yourself amusing?" 

Peter shrugged, "I try." 

 

Sephiroth pointed Masamune at the group of heroes, "You're incessant jokes shall cease, once I defeat you." 

Everyone got ready as Tom and Maddie went behind cover to avoid getting in the way. 

Without warning, Sephiroth dashed forward and tried to slash Peter with Masamune, but thanks to Peter's Spider-Sense, he was able to avoid being slashed by the gigantic blade. But that didn't save him from the blast of darkness that Sephiroth hurled at the hero's chest. 

Peter was launched into the wall of the main building, which created a hole where Peter had impacted the wall. 

Twilight, quickly getting into action, fired a blast of magic at the One Winged Angel. But Sephiroth merely smirked as he slashed the magical blast in two with Masamune. Twilight could barely react as Sephiroth zoomed over at impossible speeds and kneed the Alicorn in the chin, launching her into the air. 

Sephiroth simply snapped his fingers, which caused a storm of darkness to swirl around Twilight and deliver near lethal blows to the Alicorn. Once the storm of darkness dissipated, Twilight began falling to the ground. Sephiroth launched into the air and delivered a spin kick to her torso, sending her flying across the air and landing harshly on the ground. 

"TWILIGHT!!!" Both Sonic and Starlight shouted in unison. 

Sephiroth turned his head and saw Sonic, Starlight, and Tempest charging towards him. 

"Hmph, that's enough." He simply muttered as he waved his hand through the air, summoning multiple orbs of darkness. "Heartless Angel." 

The orbs of darkness shot down towards the trio at high speeds. The trio decided to split up, but the orbs simply followed them. They couldn't get away, even with Sonic's speed, the orbs managed to hit them and leave them on the verge of death on the ground. 

"Pitiful." Sephiroth stated. 

Sonic Wachowski dashed forward to try and help, but Sephiroth simply dove down onto the ground and shoulder charged the young Hedgehog, sending him crashing into a piece of rubble behind him. 

"SONIC!!!" Both Tom and Maddie exclaimed in terror as they saw their adoptive son lying there motionless. 

Peter struggled to get back to his feet, but he managed to and saw Sephiroth looming over the now unconscious Sonic Wachowski. Peter snarled in anger as he shot a line of web and attached it to Sephiroth's back. Before Sephiroth could react, Peter Web Zipped over and delivered a strong kick to Sephiroth's back, causing the One Winged Angel to stagger. 

Sephiroth simply smirked as he turned his body around and tried to slice Peter in two with Masamune. But Peter used his Spider-Sense to dodge the blade by sliding under it. Once he slid far enough, he shot two lines of webbing and pulled himself up to his feet. He then jumped into the air and tried kicking Sephiroth in the face with a spin kick, but Sephiroth blocked the kick with his forearm. 

"Impressive." 

Sephiroth then palmed Peter in the chest, sending the hero tumbling back and landing harshly on the ground. 

Sephiroth tightened his grip on Masamune as he prepared to strike once more, but he was suddenly struck in the back by Sonic, who hit the soldier with a Homing Attack. Sonic went for another Homing Attack, but Sephiroth caught him while he was in his curled form and slammed him on the ground, creating a crater in the ground. 

As Sonic uncurled and groaned in pain, Sephiroth stomped his boot on Sonic's chest, causing the Blue Hedgehog to cough up blood and scream in agony. 

Twilight got to her hooves and saw what had just happened. 

"SONIC!!!" 

She mustered all of the strength she could and flew over to the two as fast as she could, firing blasts from her horn to try and deal damage to the One Winged Angel. The blasts struck Sephiroth in the back, but all they did was piss him off. Sephiroth used his Ice Magic to summon a wall of ice that blocked Twilight's path. 

She crashed headfirst into the wall of ice, causing her to lose control. Before she could fall to the floor, Sephiroth grabbed her by the throat and slammed her to the floor, causing her to cry out in pain. He then kicked her away with little to no effort. 

As he turned around, a bolt of lightning was hurdling towards him. He raised Masamune and blocked the lightning bolt. The bolt of lightning would no give up as Tempest continued her assault on the super soldier. Sephiroth, who was still blocking the bolt of lightning with Masamune, walked over towards the Unicorn with ease. 

Tempest gritted her teeth as she gave it her all, but it wasn't enough as Sephiroth swiped Masamune, which caused the lightning to dissipate and backhanded her away. Sephiroth turned around.....only to be struck in the face by Peter, who delivered a mighty Haymaker to Sephiroth's jaw. 

Peter then wasted no time and uppercut Sephiroth into the air with his enhanced strength. Peter then Web Zipped up to him and delivered a series of punches and kicks before attaching two lines of web to the One Winged Angel and stomping him to the ground. 

As Peter landed, his eyes widened as he saw Sephiroth simply dusting himself off, like nothing had even happened. Then all of a sudden, a single, dark wing sprouted from his back as he looked at Peter with a smirk on his face. 

"Give in to the dark." 

Sephiroth then dashed over and slashed Peter across the chest, but only enough to cut him. Peter exclaimed in pain before being seized by the throat by Sephiroth. Sephiroth then flew through the air, still holding onto Peter's throat as he flew. Sephiroth then slammed Peter against the wall. 

He let go of the Web Head as he turned around to face Starlight, who had just gotten back up to her hooves. Starlight tried lighting up her horn to charge up her magic, but Sephiroth dashed over and grabbed her horn, cutting off her magic. Before she knew it, Sephiroth began to squeeze her horn, causing her to cry out in pain as blood oozed out of the base of her horn. 

Before the One Winged Angel could tear it off however, he was struck in the back with such force that it sent him flying across the field. Sephiroth planted both of his feet onto the ground and skidded to a stop. He looked at his attacker, who was none other than Sonic Wachowski, who's body was crackling with blue electricity. 

The blue Hedgehog dashed forward to try and hit the villain again, but Sephiroth simply backhanded the young hero away with extreme force. 

Sephiroth turned around as Twilight flew towards him, cuts and bruises covered her whole body as she lit up her horn to charge up her magic. Sephiroth merely dashed forward and punched her in the throat, causing her to spew up blood before he took Masamune and stabbed her in the side of her torso. 

Sonic's eyes widened in horror as he saw Twilight get stabbed. 

"TWILIGHT!!!" 

Sephiroth removed Masamune from Twilight's torso before kicking her away. The Alicorn bounced and rolled on the ground before coming to a stop. She whimpered as blood oozed out of the left of her torso. She was losing blood, and fast. 

Peter quickly swung over to her and covered the wound with his webbing in an attempt to stop the blood. While everyone, sans Peter, who was tending to Twilight, looked on in shock, Sonic's eyes shrunk to mere pinpricks as his entire body shook from rage and hatred. 

He clenched his fists tightly as he gritted his teeth in anger. Purple and black electricity started to crackle around him as his eyes began to glow a sinister white. Before anyone knew it, Sonic's quills rose up as he began to chuckle. The chuckle turned into full on maniacal laughter as a shockwave of darkness exploded around him. 

From within the smoke of black, Sonic walked out with an insane smile on his face, his fur pitch black and his eyes as white as the moon. 



Dark Sonic grinned like a madman, "I'm going to tear your goddamn head off." He said to Sephiroth, talking barely above a whisper. 

Without warning, Dark Sonic dashed forward and met Sephiroth head on. The two clashed, creating an explosion of darkness that sent out a shockwave that knocked everyone off of their feet or hooves. Before anyone could recover, the two beings of darkness shot into the sky and hovered before one another for a brief moment. 

"Well," Sephiroth started, "This is an interesting development." 

Dark Sonic snarled at the One Winged Angel, "Shut up and fight!" 

A purple energy blade enveloped Dark Sonic's hand as he dashed forward towards Sephiroth. Sephiroth smirked as he too dashed forward. Masamune and Dark Sonic's energy blade collided, with Dark Sonic snarling at Sephiroth while Sephiroth merely smirked. 

The two broke apart and tried striking one another with their respective blades. Dark Sonic brought down his energy blade, but Sephiroth parried his attack and palmed Dark Sonic in the chest, sending the dark Hedgehog back a few feet. Sephiroth dashed forward and slashed Dark Sonic's chest with Masamune. 

To his surprise, tendrils of darkness emerged from Dark Sonic's chest and sealed the wound. 

Dark Sonic then fired a Dark Blast from his hand in an attempt to hit Sephiroth, but the One Winged Angel sliced the blast in two with Masamune. Sephiroth flew forward and tried hitting Dark Sonic with Masamune, but Dark Sonic teleported behind him and elbowed the Super Soldier in the back of the head, sending him down to the ground. 

Sephiroth grinned like a madman as Dark Sonic shot downwards and tried shoulder charging the villain. But Sephiroth blocked the attack with Masamune and punched Dark Sonic right in the face, sending him back. Dark Sonic roared in anger as he shot upwards into the sky and summoned multiple Spears of Darkness. 

Dark Sonic pointed his arm at Sephiroth and the spears shot downwards. 

Sephiroth smirked as he flew upwards, dodging and weaving the spears as they shot down. Dark Sonic shouted in absolute fury as he raised his arms into the air and created a massive Bomb of Darkness. 

"I'LL SEND YOU TO HELL!!!" Dark Sonic shouted as he threw the bomb at Sephiroth. 

Sephiroth wasn't fazed at all. He simply cut the Bomb of Darkness in half with Masamune. Sephiroth then dashed at Dark Sonic and ceased him by the throat. 

Then all of a sudden, Dark Sonic found himself in space. He looked around for his enemy, but found no sign of him. He turned around and his eyes widened in pure shock and horror as he saw a giant Meteorite heading towards him with Sephiroth floating in its pathway. 

The Meteor destroyed all the planets in its way with ease before Sephiroth teleported away. 

The Meteor hit Dark Sonic as it made its way towards the sun. Dark Sonic screamed as the Meteor hit the sun, creating a massive explosion that should have destroyed their entire galaxy. Instead, Dark Sonic found himself falling to the ground, completely drained of energy. 

He reverted back to his normal form before he crashed onto the ground. 

Starlight, despite the intense agony she experienced from using her horn, used her advanced magic to seal up Twilight's wound. As the Alicorn struggled to get back up, Sephiroth landed softly in front of them with a sick smile on his face. 

(End song) 

Sephiroth looked at Peter and said, "I will admit, you and the Hedgehog are very skilled. But apparently Cloud is the only one who can eliminate me." 

Sonic Wachowski tilted his head in confusion, "Cloud?" 

Sephiroth ignored him and continued, "I will permit you all to live, for now. I must waste no more time if I want to complete Mother's work." Sephiroth turned and began walking away, but he stopped and said, "But know this, we will meet again. Sephiroth never leaves anything unfinished, and this battle is FAR from finished," 

Sephiroth then took to the air and left, vowing to return someday. 

As everyone struggled to gather their bearings, Sonic merely got to his feet and walked slowly towards the main building. 

"Come on. We've wasted enough time." Sonic said in a dead tone. 

Twilight was worried. She took a step towards her friend, "Sonic--" 

"I don't want to talk about it." He cut her off coldly. 

As the Wachowski's walked over to their adoptive son, Peter sighed, "Come on, let's deal with the escapees. Then we get after that Stone." 

Not a word was spoken after that.
> Behind The Speed
> --------------------------------------------------------------------------

"Wow, so you guys go on adventures like this all the time?" Sonic Wachowski asked Peter, who was informing the young hero of recent events. 

"Pretty much." Peter replied. 

"So, just to be clear, this whole place is filled with super people?" Tom asked for clarification. 

"Yeah, but it only got a lot more complicated recently." Peter replied to the cop. 

"How so?" Maddie asked. 

"Well basically..." 

As they talked, Twilight couldn't help but glance at Sonic, the version she's known for nearly three years, maybe more than that. She felt a tint of sadness tug at her heart when glancing at the super sonic blue Hedgehog. He looked so serious, just like Shadow. 

Sonic was obviously dealing with something, and it was related to that "Dark Form" he used when battling Sephiroth. She breathed in and out before walking a little faster to catch up with her friend, hoping to talk to him about his problems. Maybe she could help. 

Twilight slowed down to walk alongside the Hedgehog, who didn't have that kind look on his face, the kind he usually had. Instead, he had a look of anger, sadness, and determination. 

"Sonic? Are you okay?" Twilight asked, breaking the tense silence between them. 

Sonic didn't even look at her, "I'm fine." He responded coldly. 

Twilight frowned, "I'm just trying to help." 

"WELL I DON'T NEED YOUR HELP!" Sonic snapped as he turned to face Twilight, his eyes glowing white. 

Twilight took a step back as her ears folded to the back of her head, tears brimming her eyes. Sonic sighed as he pinched the bridge of his nose. He then looked at Twilight again, this time his eyes were normal and he had a look of regret on his face. 

"I-I'm sorry. I didn't mean to snap. It's just, THAT form, is one I would rather forget." Sonic said in a sad tone. 

Twilight looked concerned, "Maybe talking about it would help you." 

"Twilight--" 

"No! Sonic, you tried to kill that guy! You NEVER fight to kill. NEVER. I at least deserve an explanation," Twilight then looked down, tears starting to fall down her face, "Or....do you not t-trust me?" 

Sonic sighed as he looked down at the ground, a look of pain on his features, this was obviously something that he's been dealing with for a long time. 

He looked up and Twilight saw something she thought that she would never see. 

Sonic was crying. 

He wiped his tears away with his forearm, "A-Alright, I'll tell you. But you have to promise me that you won't tell anyone else. The only other person who knows is Tails, and that's because he's my younger brother. So, I need you to Pinkie Promise me that not a word of this is spoken to anyone else." 

Twilight was stunned but she nodded and performed the promise, "Cross my heart, hope to fly, stick a cupcake in my eye." 

Sonic sighed before speaking, "When I was young, I didn't have many friends. Most of the people on my Island thought my speed was abnormal, they thought I was a freak of nature. Christmas Island, that's what the island I grew up on was called. And let me tell ya, it wasn't a nice place. 

"Every time I stepped foot out of the house, the other people would call me names like 'Freak', 'Monster', 'B-Blue Devil', they even went out of their way to throw stones at me whenever they could. They would all laugh and tease, and I was just a kid, a-a little boy. And they tormented me day and night, just because I was different. 

"School wasn't any better, I would get beat up on a regular basis. They would shove me up against a locker, take out a blade and," Sonic sniffled as the memories came flooding back, "T-They h-hurt me. I-I would come home with c-cuts and bruises every single day. All because I was abnormally fast. 

"And they didn't only harass me, they went for my family as well. They would constantly beat up my Mom, calling her a She-Demon, just because she gave birth to me. She couldn't even show her face out in public without being called a 'Witch', or any other horrible name. She would be mugged regularly, and..." He chocked back a sob before he continued, "They would, touch her. Make her DO things that she didn't want to do. T-they hurt her, goddamn it, they hurt her! Saying that she deserved it! SHE DIDN'T DESERVE IT!" 

Sonic's eyes went white, but he breathed in and out, calming down before continuing, "My Dad, was a downright bastard. He skipped town when I was born. He didn't even say goodbye. He. Just. Left. So it was just me and my Mom, we didn't have much money, so our house wasn't the best. B-But we managed, that is, when the other citizens didn't hurl bricks at our windows. We weren't even safe in our own home. 

"My Mom was the only one I could count on. She loved me for me, she was my best friend. But she needed a coping mechanism to deal with all of it. So she started drinking, and when she got drunk, she would say all these horrible things. Saying that it was my fault that Dad left, saying that I ruined her life. That was most nights, but I still loved her, what else was I meant to do, she was my only family. 

"So, when I didn't have Mom to confide in, I started talking to myself in the mirror. I would be up there for hours, just talking to myself. It's not like I had anyone else, I never got a response, what did I expect. But one day, I did. I saw him, my first real friend. I made my own coping mechanism, a black hedgehog with white eyes. I named him 'Dark', because he had dark fur. 

"We would talk for hours, at the time I thought it was normal. He would listen to me, he would GET me. I mean, he was me. That was my life for a very long time," Sonic's eyes darkened, "Until THAT day. Apparently torturing us on a daily basis wasn't enough. No, they just HAD to go that one step too far. 

"They....they threw Molotov's at our house. They tried to kill us, called us 'Abominations'! As the fire burned, I heard my Mom calling out to me. She was trying to find me, but.....she didn't notice the ceiling breaking apart." 

Sonic looked to the ground as tears streamed down his face, his fists clenched in anger. 

"I watched my Mother die. She died right in front of me. I snapped. Dark took over and confronted the people outside. We fought, I survived. They didn't." 

Twilight looked scared, "D-Did you?" 

Sonic shook his head, "I don't know. Everything was a blur, I barely remember it at all. But I eventually left Christmas Island, wanting to be a hero. I wanted to give to the world what I never had. A symbol of hope. A hero. Anyway, fast forward a few years, and I'm fighting Eggman, he goes too far, Tails nearly died. Dark came back, and I nearly killed him. If it wasn't for Tails, well, you know... 

"I try to keep him locked up, but if I get angry enough, the lock breaks. I've been trying to make up for my mistakes, to be a hero, and if I let him out, then all my hard work will have been for nothing. And that's it, that's why I try so hard to do the right thing, to help people, to keep Dark locked away. I-I'll understand if you want nothing to do with--" 

But to the Hedgehog's surprise, he was enveloped in a tight hug by the Alicorn. Sonic could feel a slight wetness on his shoulder. Twilight was crying, in fact, she was near sobbing. 

"Oh, Sonic. I'm so sorry! I'm so sorry that you had to go through that! I'm so sorry about your Mom, about everything that you had to go through! It's not fair! Not fair at all! But you're not alone, you have Tails, your friends, Peter, m-me." Twilight said between sobs. 

Sonic let the tears fall as he returned the embrace, crying into Twilight's mane as he let the feelings flow through him. And yet, there was another feeling, one that he hasn't felt before. Was this....love? 

The embrace ended and the two stared at one another for a moment before wiping their eyes and giggling. 

"T-Thanks, Twi. You're the best friend any Hedgehog could ask for." 

Twilight blushed before replying, "If you ever need to talk, I'm here." 

Sonic nodded, "I know, Twi. I know."
> A Sinister Batch Of Rogues (Part 1)
> --------------------------------------------------------------------------

As Peter and the others caught up to Sonic and Twilight, said Wall Crawler was just ending his conversation with the Wachowski's. 

"And that's pretty much it." Peter finished recapping recent events. 

Sonic Wachowski was in complete awe, as were Tom and Maddie. They thought that they had been through a lot with Robotnik, but what this other version of Sonic and his friends had been through, it just makes their adventures seem miniscule in comparison. 

"That all sound awesome and terrifying at the same time." Sonic Wachowski stated with shock written all over his face. 

Tom nodded in agreement, "You can say that again." 

Sonic Wachowski turned to his counterpart, "I mean, you're Eggman sounds absolutely insane. Granted, mine is too, but yours sounds like he's on a whole other level." 

Sonic chuckled as he placed his hand on his hip, "Believe me, he's WAY worse than he sounds." 

Twilight and Peter nodded in agreement as they had their own experiences with the mad doctor. 

Starlight looked at Twilight, "From what little experience I had facing him, he felt like he was one of the worst villains we've ever faced. You've had more experience with him, Twilight, am I wrong?" 

Twilight shook her head, "No, he's definitely up there with the worst of the worst. But it's not like we could hold him anywhere. He would most likely escape Tartarus with ease, and he probably already has a contingency plan if he got sealed in stone." 

Sonic smirked at Twilight, "Glad to see that you've accepted that Eggman just doesn't quit, Twi." 

"It seems that no matter what, even if we reverse this Convergence, Robotnik will always be a threat to Equestria." 

Tempest then walked past the group, "Alright, we've wasted enough time." 

Spidey nodded, "Tempest is right, we're almost done out here. Just a couple of inmates left before we can get inside and get that Stone back." 

Then all of a sudden, a yellow lightning bolt struck the ground where they were all standing. The blast sent them all back a few meters before they all fell to the ground in pain. Peter's Spider-Sense went nuts, alerting him of another incoming attack. Peter quickly got to his feet and looked up to the sky to see his attacker. 

 

Electro laughed, "Welcome to the party, Web Head!" 

"Oh, hey Electro. It's rude to interrupt someone else's conversation, you know." Spider-Man replied to the electrified villain. 

"Do I look like the type of guy to care about being rude?" Electro deadpanned. 

Peter tilted his head as he replied, "Now that you mention it, your face looks like a melted cheese pizza, so probably not." 

Electro gritted his teeth before he noticed Twilight and Sonic. 

Electro turned to the pair and said, "Well, well, well. If it ain't the other two twerps that locked me in here! Thanks for being here, saves me the trouble of looking for you." 

Sonic smirked at the villain, "Say, sparkles. What happened to you being a being of pure energy?" 

Electro glared at Twilight as he responded, "You can thank HER for that!" 

Twilight glared back at the villain, "And I would've done it again, if I had to. It's over, Electro, there's eight of us and only one of you. You're alone while we are united, you can't win." 

Electro simply chuckled in response, "Who said I'm alone?" 

 

Then out of nowhere, a second lightning bolt struck Tempest in the chest and knocked her down. The only difference with this lightning bolt was its color. 

It was blue. 

A figure then materialized right next to Electro with blue electricity crackling around the area he appeared in. 

 

A second Electro. 

Electro gestured towards his counterpart, "Web Head meet Electro," He then gestured towards Peter, "Electro meet Web Head." 

Peter backed up along with the others and said, "A second Electro? Seriously?" 

Webb-Verse Electro smirked, "Well look who it is, another Spider-Man." 

Electro grinned, "Bet you never saw this comin'!" 

Peter shook his head as he responded, "Gotta be honest, I REALLY didn't expect this." 

Webb-Verse Electro then took notice of Twilight and the others and arched an eyebrow, "Are...are those--" 

Electro sighed and nodded, "Ya get used to it." 

"Havin' a REALLY hard time believing that, man." 

"Just trust me on this. Either way, it doesn't matter, they'll be dead in a few minutes." 

"That's true." 

Both Electro's hands sparked up as a mixture of yellow and blue electricity crackled in the sky behind them. They stared down at their foes with anticipation as the heroes readied themselves. 

Sonic Wachowski quickly zipped Tom and Maddie to safety before running back and standing next to his counterpart, "So, other me? What are the odds of us actually beating these guys?" 

Sonic shook his head, "Not very high." 

(End song) 

 

Both Electro's fired a blast of electricity at their enemies, Peter quickly shot a line of web at Electro's chest and Web Zipped up to him. Peter delivered a punch to the villain's jawline, which sent Electro back a few meters. Webb-Verse Electro turned and tried to zap Peter, but Sonic Wachowski charged up and hit the villain with a Spin Dash, which actually managed to hurt him. 

As Electro chased after Peter, Tempest and Starlight decided to follow so they could give Peter some back up while Twilight and both Sonic's stayed behind to deal with Webb-Verse Electro. 

Webb-Verse Electro gritted his teeth, "Come on!" He fired an electric blast at the trio of heroes. 

Twilight took to the air while the two Sonic's dashed away in opposite directions to avoid the blast. Twilight, now flying in the air, used a shield spell to incase Webb-Verse Electro to prevent anymore movement. Webb-Verse Electro wasn't deterred however, as he released a massive burst of electricity that shattered the shield and sent Twilight flying back. 

Webb-Verse Electro then saw Sonic running towards him at high speeds. He wasted no time and fired a stream of electricity at the hero. Sonic moved to the left to avoid the attack, only to be seized by the throat as Webb-Verse Electro appeared in front of him. 

Webb-Verse Electro then tightened his grip around the Hedgehog's neck, zapping him with electricity which caused the Hedgehog to scream out in pain. Unbeknownst to Webb-Verse Electro, a large golden Ring opened behind him and an electric blue Hedgehog ran through and hit the villain in the back with another Spin Dash, causing Webb-Verse Electro to let go of his grip on Sonic's neck. 

As Webb-Verse Electro turned around, he was struck in the chest by a blast of magic, curtesy of Twilight Sparkle. The blast sent the villain rolling across the floor until he teleported to the sky and fired a blast of electricity at Twilight. She tried to block the attack with her magic shield, but the shield was starting to crack under the amount of pressure it was being put under. 

Before Webb-Verse Electro could break through however, another Ring appeared above him. Sonic tried to get the jump on him, but Webb-Verse Electro wouldn't let it happen twice as he stopped focusing on Twilight and teleported away, which confused Sonic. 

As the Hedgehog was falling, Webb-Verse Electro appeared beside him and blasted him in the chest, sending the Blue Blur hurdling across the sky and landing in a pile of rubble. 

Webb-Verse Electro quickly teleported away as Sonic Wachowski tried Spin Dashing him from behind again. As Sonic Wachowski landed on the ground, Webb-Verse Electro appeared behind him and started draining the electricity out of his body, causing the young hero to scream out in pain. 

"SONIC!!!" 

Webb-Verse Electro turned to see Tom sprinting towards him. Webb-Verse Electro scoffed and simply blasted the Cop in the chest, sending him flying through the air and landing on the ground on his back. 

"T-TOM!!!" Sonic Wachowski shouted between screams, clearly worried for his adoptive father's well-being. 

Suddenly, Webb-Verse Electro was struck in the side of the head by a large piece of rubble, causing him to let go of Sonic Wachowski. The young hero fell to his knees before falling to the ground and drifting into unconsciousness. Webb-Verse Electro turned and saw Twilight levitating two more large pieces of rubble with her magic. 

She threw them at the villain with all her might, but the electrified villain released a burst of electricity which destroyed the two pieces of rubble and zapped Twilight in the process, causing her to cry out in pain. She fell to the ground, panting heavily. 

She looked up and saw Webb-Verse Electro walking right towards her. 



 

"HOLD STILL, YA WALL CRAWLIN' ASSHOLE!" Electro shouted as he tried hitting Peter with an electric blast, but the blast merely destroyed the wall Peter was stuck to after he jumped away. 

Peter, while leaping in midair, hurled a Web Bomb at his enemy. The Web Bomb detonated and trapped Electro in webbing. Tempest, who was on the roof next to where Electro was hovering, fired a blast from her broken horn to try and stop the villain. 

But Electro broke free of his bonds and caught the magical lightning in his hand. He smirked at Tempest before throwing it right back at her. Tempest quickly leaped off of the building as the edge of the roof exploded with magical electricity. Tempest stuck the landing and tried attacking again, but Electro zipped down towards her and blasted her in the face with a lightning blast. 

Peter tried sticking a line of web to Electro's back, but Electro shot up into the air and turned around to face the hero. Electro fired two lightning bolts from his hands and just before they could strike Peter, he quickly Web Zipped to the side of the building behind Electro. 

Electro snarled as he fired another blast, but Spider-Man kept dodging the attacks with his agility. Peter shot some webbing into Electro's eyes, blinding him for a moment. Peter Web Zipped over to Electro and gave him a series of punches and kicks before he kicked him away with his two feet. 

Electro tore off the webbing blinding him and quickly zapped Peter into the side of the building behind him with an electric blast. 

"YEAH! EAT THAT!!!" Electro shouted as Peter fell to the ground below. 

"How about YOU eat THIS!" 

Electro turned to see Starlight floating in a magical orb beside him before being struck in the chest by a blast of magic. Electro recovered in midair before flying over towards Starlight and firing another electric blast from his hand. Starlight saw this coming and flew away from the blast with her magical orb. 

She then fired a blast from her horn, which still hadn't recovered from her fight with Sephiroth, but she pushed through the pain. She had to. 

Electro swayed to the left to avoid the blast before firing a blast of his own. Starlight couldn't avoid this one, so she was sent flying towards the ground by Electro's electric blast. Her magical orb shattered on impact as she tumbled to a stop on the ground. 

"Hah! This is too easy!" Electro boasted. 

Suddenly, he was kicked in the face by our friendly neighborhood Spider-Man, "You sure about that?!" 

Peter then Web Zipped over to him and punched him in the face before webbing him again and swinging the villain down to the ground. Before Peter even managed to land on the ground, Electro flew upwards and delivered a mighty uppercut to Spider-Man's chin. 

Electro then grabbed his shoulders and shot downwards, slamming Peter into the ground. 

Peter groaned in pain as Electro stood over him with a smile on his face. The villain turned around to see his counterpart landing behind him. Electro noticed the unconscious forms of both Sonic's, Tom, who was being tended to by his wife, and Twilight Sparkle. 

Electro gave his counterpart a smile, "Seems like you had a good time." 

Webb-Verse Electro smirked, "You could say that." 

The two Electro's then floated into the air, hovering over the fallen heroes. Peter struggled, but managed to get back onto his feet to face the two Electro's. 

Electro laughed, "This guy just doesn't know when to quit!" 

"Let's burn him from the inside out!" Webb-Verse Electro suggested. 

"Great idea, my friend!" Electro agreed as his eyes crackled with yellow electricity. 

The two Electro's aimed their hands at the Wall Crawler, ready to finish him off. Peter stood his ground as he entered a crouched position, ready to pounce. 

"SAY GOODBYE!!!" Electro shouted as he readied to end this. 

(End song) 

But suddenly, a line of web stuck to Electro's vest, and it wasn't from Peter. 

 

"W-WHAT THE--" 

Electro was then cut off by being socked in the jaw by someone. The figure bounced off of Electro's chest and Web Zipped over to Webb-Verse Electro and kicked him down to the floor with his feet. Before anyone could question it, the figure landed in front of Peter. 

The figure was wearing a red and blue suit with webbing on it. 

Just like he was. 

 

It was another Spider-Man. 

Peter's eyes were wide open, as were his lenses, "What.....the...." 

Both Electro's recovered and shot back up into the sky. They're eyes widened at the sight of another Spider-Man, Webb-Verse Spider-Man to be specific. 

"TH-THERE'S TWO?! NOBODY SAID THERE WERE TWO!!! HOW ARE THERE TWO?!!" Electro shouted in anger. 

Webb-Verse Peter simply turned around to see who he saved, but his eyes widened when he saw Spider-Man, panting heavily on the ground. 

"Uhhhhh...." Both Peter's said in unison before having to leap away to avoid being hit by two lightning bolts. 

They landed next to one another and turned their heads to each other. 

"Introductions later?" Webb-Verse Peter suggested. 

Peter nodded, "You read my mind." 

The two Spider-Men turned their heads to face the two Electro's that hovered before them, yellow and blue electricity crackling behind them both. 

(End song) 

 

Both Electro's fired two lightning bolts from their hands. The two Spider-Men Web Zipped in opposite directions and stuck to the side of a broken structure nearby. 

"Okay, I'll deal with Electro," Peter started as he pointed to his Electro, "And you'll go for....Electro?" Peter finished in a somewhat confused tone as he pointed to Webb-Verse Electro. 

Webb-Verse Peter nodded, "Got it." 

Peter was honestly really giddy, his inner nerd was having a freak out, but that'll have to wait as they had to deal with the two Electro's. 

Peter Web Zipped to Electro and socked him in the jaw while Webb-Verse Peter leaped off of the broken structure and taunted Webb-Verse Electro. 

"HEY, MAX!" He shouted, gaining Webb-Verse Electro's attention, "I MISSED YA, MAN!" 

Webb-Verse Electro growled in anger as he fired a blast of electricity from his hand and tried to zap Webb-Verse Peter, but the Amazing Spider-Man quickly Web Zipped to the left and avoided the attack. He swung around as Webb-Verse Electro followed, shooting bolts of lightning in an attempt to kill his enemy. 

Webb-Verse Peter let go of his web and rolled into a crouched position on the ground as Webb-Verse Electro hovered before him. 

"Max, Max, Max!" Webb-Verse Peter started, raising his hands to show Webb-Verse Electro that he didn't want to fight, "Can we just talk for a second? Just you and me, just talk?" 

"Look who showed up! My old friend, Spider-Man!" Webb-Verse Electro sneered. 

"I'm trying to save you, Max, that's all I ever wanted!" 

"You're not trying to save me." 

"I am!" 

Webb-Verse Electro shook his head, "I don't need saving! I'm finally able to be seen! People SEE me!" 

"No, they FEAR you, Max, there's a difference!' Webb-Verse Peter tried to get his point across, but Max wouldn't listen. 

Webb-Verse Electro shook his head, "If that's what it takes to be seen, then so be it!" 

Webb-Verse Electro then fired a blast from his hands to try and end Spider-Man for good, but Webb-Verse Spidey quickly Web Zipped out of the way and swung around the villain, shooting balls of web to try and trap him. Webb-Verse Electro quickly teleported in front of Web-Verse Peter and struck him in the chest, sending the hero down to the ground. 

Webb-Verse Peter landed on the ground and looked to his left and saw a broken piece of rubble lying beside him. As Webb-Verse Electro shot downwards towards him, Peter quickly grabbed the rubble with two of his webs and hurled it at the approaching villain. 

Webb-Verse Electro blasted it apart with two bolts of lightning, but he wasn't prepared for Webb-Verse Spider-Man, who had already Web Zipped to the piece of rubble before Electro blew it apart. Webb-Verse Peter then punched Webb-Verse Electro right in the face, which sent the villain down to the ground. 

As Webb-Verse Spider-Man landed on the ground, he noticed a fire hydrant on the other side of Webb-Verse Electro. He got an idea. As Webb-Verse Electro got back up, Peter swung over him, enticing the villain to give chase. Webb-Verse Electro roared in anger as he flew after his enemy. 

Just as Webb-Verse Electro flew over the fire hydrant, Webb-Verse Peter shot a line of web at the fire hydrant and gave the web a mighty pull. The fire hydrant was torn off the ground and a sprout of water shot upwards, hitting Webb-Verse Electro as he flew over. 

Webb-Verse Electro screamed in pain as he fell out of the air and rolled to a stop on the ground, unconscious. 

Webb-Verse Peter swung back and landed next to Webb-Verse Electro and looked at him with sadness in his eyes. 

"Sorry, Max." 



 

"I'M GONNA BURN YOU ALIVE!!!" Electro shouted as he fired an electric blast from his hands. 

Spidey quickly rolled out of the way and Web Zipped over to Electro. He then socked Electro in the jaw and flipped over the villain as said villain turned around and tried zapping Spider-Man with an electric blast. Peter, thinking quickly, shot some webbing into Electro's eyes, blinding him for a moment. 

As the webbing burned away thanks to Electro's electricity, Peter quickly swung away, goading Electro to give chase. 

The villain snarled as he flew after his most hated enemy at high speeds, shooting electricity at the hero as he flew. Every time Peter's Spider-Sense went off, the Wall Crawler either swayed to the left or right to avoid an incoming electric blast. Peter's Spider-Sense went off again, except this time, he dove down to avoid the electric blast. 

As he dove down, Peter turned his body around and shot a line of web at the electric villain. The webbing attached to Electro's chest, confusing the villain. 

"What the hell?!" 

Peter then gave the line of web a mighty tug and swung Electro down to the floor. 

Electro landed with a THUD, a cloud of dirt surrounding the villain due to the sheer impact against the ground. Electro snarled and shot up into the air, his eyes crackling with yellow electricity the entire time. Electro's hands crackled with raw power as he prepared to fire a massive bolt of yellow lightning at Spider-Man. 

Peter wouldn't let him get the chance as he quickly Web Zipped up to the villain, swaying his body to the left as Electro fired a bolt of lightning at the hero. Once Peter was close enough, he delivered a mighty blow to Electro's chin with his knee before he kicked him in the face, sending the villain crashing down to the ground. 

Electro tried to get back up, but he couldn't muster the strength to do so and fell back down to the ground, defeated. Peter quickly covered him up in a net of webbing as he landed on the ground to prevent the villain from causing anymore damage. 

(End song) 



 

As Twilight and the others regained consciousness, the two Spider-Men landed on the ground in front of them, shocking the awakened heroes. 

"Wha-what the?" Twilight stuttered as she took in the sight before her. 

It was then that Webb-Verse Peter took off his mask to show the other heroes that he didn't mean any harm. 

Sonic pointed at Webb-Verse Peter with his index finger, "Who the heck are you?" 

"I'm Peter Parker....." Webb-Verse Peter started. 

"That's not possible." Twilight cut in. 

"And I'm Spider-Man.....on my world," Webb-Verse Peter continued, "But then a few minutes ago, I-I was just here." 

Starlight turned to Sonic with a look of realization on her face, "Another Multiversal Trespasser." 

While the heroes were processing this, Webb-Verse Peter was taking it all in, "Wow, String Theory. Multidimensional Reality. All real?" 

Peter nodded as he took off his mask, "All real." 

Webb-Verse Peter was ecstatic, "Wow, so cool." 

Peter chuckled, "If you think THAT'S cool, boy do I got a story for you."
> A Sinister Batch Of Rogues (Part 2)
> --------------------------------------------------------------------------

The heroes were currently inside the main building of The Raft, dealing with the escapees inside. They were nearing the Maximum Security area of the facility. From there, they would make their way towards the Shield Barrier room, to prevent anyone from disabling the shield.  

As Webb-Verse Peter Swing Kicked an escaped prisoner back into his cell, he said to his counterpart, "Okay, so let me just recap what you've said here. So she," He pointed to Starlight as she hurled a prisoner back into his cell, "Used to be evil and messed with time to try and stop your Pony friend and her friends from ever meeting, which didn't work, and in doing so, opened a portal between two worlds, allowing a fat scientist to waltz on through. 

"He tried to take over their world, but was stopped by a blue Hedgehog and six Ponies. But then he tried again, this time teaming up with a Unicorn and another mad scientist from your world but failed again. He then used these 'Stones' and merged your three worlds together, but in doing so, brought me and a whole bunch of other people here as well, have I got that right?" 

Peter, who kicked a prisoner back into his cell, nodded while Starlight looked down to the ground in shame. 

Webb-Verse Peter back flipped over an incoming prisoner and kicked him to the ground, "It's official, this is the craziest thing I have ever been a part of." 

Sonic, who sped past Webb-Verse Peter and hit a prisoner in the chest with a Spin Dash, smirked at the hero, "Ya get used to it." 

While Tom punched a prisoner in the face protecting Maddie, Sonic Wachowski sweep kicked a goon to the floor. 

"I still think that this is the coolest thing ever!" The young hero exclaimed. 

Starlight looked down in shame, "I still can't believe that this whole thing started with me. This is all my fault." 

Twilight landed next to Starlight and placed a comforting hoof on her friend's shoulder, "Starlight, you can't blame yourself for this." 

Starlight turned away, "Can't I? Thanks to my meddling with time, Eggman found Equis and invaded, which eventually led to all of this chaos. This is on me, and I'm gonna make up for it" 

As Starlight walked away, Twilight looked down in sadness before turning to see Tempest zap the last of the escapees back into their cells. Sonic quickly sped past the cells, hitting each of the buttons that closed the doors on their cells before speeding back over to the group. 

"Alright, let's get a move on! We've got a Stone to take back and a whole lotta bad guys that need to get back in their cells!" Sonic declared to the group. 

Webb-Verse Peter leaned over to Peter, "Still a little freaked out that he can run that fast." 

"It is jarring at first, but that fades over time." Peter replied. 

The group then made their further into the facility. 



 

"MOVE, MOVE, MOVE!!!" Storm King shouted in desperation as he and the other villains sprinted through the hallways of the facility. 

Robotnik led the trio of villains as they all ran, or flew in Infinite's case, through the hallways of The Raft, dodging multiple bullets from ceiling guns and running from the angry mob of escapees that were currently chasing them. Infinite placed some of the escapees under the Phantom Ruby's control, but the more he got rid off, the more escapees replaced the fallen ones. 

"I DON'T WANNA DIE LIKE THIS! IT'S INHUMANE!!!" Robotnik shouted. 

Everyone's eyes widened when they saw the door leading out of the hallway was starting to close. 

"MAKE ROOM FOR DADDY!!!" Robotnik exclaimed as he picked up the pace. 

Storm King leapt from the floor onto the wall, he then leapt from the wall and stood under the closing door and held it up, giving the other villains enough time to slide or fly under the door. Storm King let go of the door and rolled under it just before he was crushed by the door. 

While Infinite got to his feet and dusted himself off, Robotnik panted as he observed his two legs. 

Robotnik sighed in relief, "Two and two," He then clapped his hands, "Great! I'm still a bipedal!" Robotnik rolled over and got to his feet while Storm King growled in anger. 

"If I just went through ALL of that, and I don't get that Stone, I'm gonna lose it!" Storm King exclaimed in anger. 

Robotnik then pressed some buttons on his right hand with his fingers before glancing up at a vent. The crate on the vent suddenly burst open, letting Robotnik's Drones to fly through and regroup with their master. 

Infinite crossed his arms, "How close are we to the top?" 

"Shouldn't be far now." Robotnik then pressed a button with his middle finger, commanding one of his Drone's to fly forward and scan the hallway. It was then that a holographic map appeared in the palm of Robotnik's hand. He turned to his temporary allies, "Shall we proceed?" 



 

The heroes made their way into the Maximum Security area of The Raft, where the worst of the worst are held, specifically Spider-Man's most dangerous foes. When they entered, Peter's, Sonic's, and Twilight's eyes shot wide open when they saw a familiar looking friend unconscious on the ground. 

 

"MILES!!!" The three heroes shouted in unison, clearly worried about their friend. 

Before they could run over to see if he was okay, a cloud of purple smoke rose from the floor and engulfed the young hero. Once the smoke cleared, a figure was seen looming over Miles' unconscious form. 

 

Mysterio's ready to get this show started. 

Mysterio outstretched his arms and spoke to the group of heroes, "Ladies and gentlemen! Welcome to the once in a lifetime show, 'The Death Of Spider-Man'!!!" 

Sonic leaned over to Twilight and whispered, "Is that a fishbowl on that guy's head?" 

Peter sighed and glared at the villain, "Alright, fishbowl! Where's my partner?" 

Mysterio scoffed, "Why focus on the Spider-Brat when you should focus on us!!!" 

"Us?" Peter repeated in confusion. 

It was then that a humming sound could be heard from above the group. Everyone looked up and saw the cause of the sound. 

 

The villainous Vulture hovered above the group of heroes. 

"Vulture?!" Peter, Sonic, and Twilight shouted in shock. 

"Look who it is! The brat, the rat, and the horse! Are you ready for your final act?!" Vulture shouted to the trio. 

It was then that both Peter's Spider-Sense's went crazy. They both quickly leaped from the floor, quickly grabbing Tempest, Starlight, Tom, and Maddie with their webbing and pulled them out of the way as a hulking figure charged through the wall behind them. 

 

Rhino charged through the room and joined the other two villains. 

After Rhino joined the other villains, a green figure leapt from the shadows and joined up with the other villains. 

 

The Scorpion smirked at the group of heroes. 

Suddenly, a wall to the left of the room exploded, gathering everyone's attention. They saw a man in a yellow suit walk into the room through the hole in the wall he created. 

 

Shocker slammed his fists together. 

The five villains stood together, glaring at the group of heroes as they readied themselves for battle. 

"Okay, we don't have time for this! So do us all a favor and go back into your cells!" Peter shouted to the villains. 

Scorpion chuckled, "Well, it looks like you're going to have to make time, Bug Boy!" 

"We've waited long time for this!" Rhino shouted as he stomped his foot on the ground. 

"The show must go on!" Mysterio declared as purple and green smoke appeared by his feet. 

Sonic rolled his eyes in annoyance, "Ugh, here we go again." 

The two groups stared each other down for a moment as Sonic Wachowski dashed Tom and Maddie to safety. The two groups glared daggers at one another as the Sonic counterpart sped back to the group. 

The tension was high. 

But before anyone could attack, the Spider-Men suddenly stopped, their Spider-Senses going through the roof. Webb-Verse Spidey and Spider-Man turned to one another as they tried to focus on the incoming danger. 

It wasn't coming from the group of villains before them. 

"D-Do you feel--" Peter started. 

Webb-Verse Peter nodded, "Yeah." 

All of a sudden, a noise was heard from the hole behind the group of heroes, specifically where Rhino charged into the room. It was an ominous noise that actually sent chills down everyone's spines. 

 

They all turned to the source of the noise, and saw a red light emerge like a blade. 

They then saw a figure in black standing in the darkness. 


> A Sinister Batch Of Rogues (Part 3)
> --------------------------------------------------------------------------

Darth Vader's Lightsaber hummed loudly, it being the only source of sound due to the very noticeable silence throughout the room ahead of him. His breathing creating a terrifying atmosphere for everyone present. 

Sonic Wachowski took a step back, he was clearly terrified. 

He uttered one word to his new friends, "Run." 

 

Vader then began walking towards them, his footsteps being heard by everyone present. Twilight lit up her horn to defend her friends, but Sonic Wachowski placed a hand on her shoulder to stop her. 

"Trust me, this is one guy you DON'T want to fight! We gotta go!" 

Sonic turned to his counterpart with a confused look on his face, "What are you--" 

"Sonic, other you is right! This is a fight we can't win! We gotta go, now!" Peter shouted in a panic. 

Vulture didn't know who this person was, but he wasn't intimidated in the slightest. He showed is fearlessness by throwing a metallic feather at Vader. 

A grave mistake on his part. 

Vader merely raised his left hand and caught the metallic feather using The Force. He then closed his hand, crushing the metallic feather with ease. Vulture was stunned, how did he do that? Rhino roared and charged directly at the Sith Lord. The heroes quickly moved out of the villain's way to let him pass them. 

But as Vader raised his hand again, Rhino stopped dead in his tracks as he found that he couldn't draw a breath anymore. He was struggling to breathe. Vader then used The Force to raise Rhino into the air and hurled him into the wall to his left with ease. 

As Vader made his way into the room, the heroes quickly realized that this was their chance to get a move on to the Shield Barrier room. But first they had to find Miles. Shocker then fired a Shockwave Blast directly at Vader, but the Sith Lord wasn't worried in the slightest as he pushed out his hand and knocked everyone down with a mighty Force Push. 

The sheer might of the Force Push damaged the holographic illusion hiding Miles Morales, who was lying still on the edge of the room. 

Twilight pointed her hoof at the unconscious hero, "There he is!" 

Sonic quickly dashed over to check on the young hero. He turned back to his friends, "He's okay! Just unconscious." 

As the heroes got back up to check on their friend, Scorpion dashed over to the Sith Lord and tried to sting Vader with his tail, but Vader simply moved to the side at impossible speeds and used his Lightsaber to cut Scorpion's tail off. Vader then grabbed Scorpion with a Force Choke and raised him into the air. 

"You would be wise to surrender." Vader spoke to the villain. 

Scorpion struggled to breathe, "S-Screw you!" 

Vulture flew over and tried to help his ally, but Vader threw his Lightsaber at the flying villain and cut off his left wing, causing the villain to spin around and crash down to the ground. Vader then slammed Scorpion to the ceiling before slamming him to the ground. 

Webb-Verse Peter grabbed Miles and followed the others out of the room while Mysterio sent two giant Snake illusions towards the Sith Lord. Vader saw through the trick and walked through the illusions with ease, making his way towards Mysterio. 

Vader then stopped as he heard some noise behind him. He turned around to see the other villains re-enter the room with anger written all over their faces. The villains then started to surround the Sith Lord from all sides. Even though they were injured, it was five to one, he couldn't possibly lose. 

How wrong they were. 

"This mistake shall be the last mistake any of you will ever make." Vader threatened just before all of the villains charged towards him. 

This was going to be too easy. 

(End song)



 

Webb-Verse Spider-Man set Miles down as everyone else gathered their bearings. 

Peter looked to Sonic Wachowski, "Did that just happen?" 

Wachowski was stunned beyond belief, "I-I think that just happened." 

Twilight was confused, "I'm sorry, who was that?" 

Both Peter's, and the Wachowski's were shocked. 

"That was Darth Vader, The Dark Lord of the Sith, have you NOT seen Star Wars?!" Peter screamed at his friend in shock, his inner geek was coming out. 

Sonic, Twilight and the other Equestrians were still confused, "'Star Wars'?" They all asked in unison. 

Peter then proceeded to walk to the wall and bash his head against it. 

"Th-This is a tragedy! How have you never seen Star Wars?! Once this is done, we are going to remedy this!" 

Webb-Verse Peter folded his arms, "I guess this confirms that in one reality, Star Wars actually happened in real life." 

Sonic Wachowski sighed in happiness, "Oh, that would be so cool." 

Tempest groaned in annoyance. 

It was then that Miles' unconscious form began to stir awake, getting everyone's attention. 

"Miles, are you okay?" Peter asked in a worried tone. 

Miles opened his eyes and glanced at his mentor, "Peter?" He then took notice of Webb-Verse Peter, "Why am I seeing double?" He then also took notice of Sonic Wachowski, "On two accounts?" 

Twilight gave Miles a kind smile, "Well, it all started when..." 



 

 

(Play from 1:31 to end)

Dr. Robotnik strut down the hallway as he snapped his fingers to the beat in his earpiece. When he approached the door before him, his Drones used their many weapons to blast down the door in front of him. Once the steel door slammed against the floor, Robotnik continued to strut down the hallway. As he passed his Drones, he motioned to the Drones with finger guns as he bounced to the beat. 

Infinite and Storm King trailed behind him with confused looks on their faces, even though Infinite had a mask on his face, you could tell that he was visibly confused by the sight before him.  The two confused villains looked to one another as they trailed behind the insane villain. 

As they approached another door, Robotnik slid across the floor and gave the other two villains a thumbs up with a smug smirk on his face before he spun around in a circle and strut towards the door as his Drones fired lasers at the door to try and break it down. 

Robotnik reached the door and spun around towards Infinite and Storm King. He then tugged on the collar of his jacket and then proceeded to clap his hands before he rolled his arms in front of him while he thrusted his pelvis to the beat. As he continued to thrust his pelvis, Robotnik raised his arms over his head and continued to dance to the beat. 

The Drones turned off their lasers and the steel door behind the mad doctor fell to the ground. Robotnik then spun around and stopped dancing. 

(End song) 

Storm King was beyond confused, "What the heck did I just watch?" 

Infinite shook his head, "I don't know. All I know is that I just want to forget about it." 

Robotnik turned his head to the other two villains, "Come, my compatriots! It is time to find that jade jester and put some dirt in his eye!" 

"This guy is a lunatic." Storm King whispered to Infinite. 

"What was your first clue?" Infinite deadpanned. 



 

"So that's pretty much our entire situation." Twilight finished as they approached the door leading into the Shield Barrier room. 

Miles was stunned, "Woah, that's crazy." 

Sonic shrugged, "Eh, we've handled crazier before." 

"Yeah, I don't think we have." Miles responded as the doors leading into the room opened up. 

It was then that they all quickly took a battle ready stance as they saw a familiar villain typing on the computers, trying to deactivate the shield. 

 

"That jade jester may think he is the mastermind behind this breakout, but once I disable this barrier, everyone will know the genius that is Otto Octavius!" Otto stopped typing as he got a feeling that he wasn't alone. He was correct in that assumption as he turned around to face the heroes, "But I guess I'll have to show you first, won't I?" 

 

Otto shot two of his arms forward and slammed Starlight and Tempest against the wall. As Twilight and Miles charged forward, Otto brought his arms back and used them to slam Starlight and Tempest into the approaching heroes, knocking them all down. 

"Insignificant wretches!" Otto exclaimed to the fallen heroes. 

The two Sonic's dashed forward towards Doc Ock at high speeds, the mad man sending all four of his arms forward to try and stop them. While Sonic ducked under two of the tentacles, Sonic Wachowski jumped over them and continued to ran towards the villain. 

Once they were close enough to the villain, they jumped into the air and hit Otto in the chest with two Spin Dashes which made the villain stumble. As the two Sonic's readied for another double Spin Dash, Otto shot his top left arm forward and grabbed Sonic Wachowski by the chest. 

He then slammed the young hero into the much older Hedgehog, sending them both to the floor. He then grabbed them both with two of his tentacles and threw them at the incoming Spider-Men. They used their quick reflexes and dodged the two Hedgehogs, continuing their attack against Dock Ock. 

Otto quickly used his four tentacles and leapt away as the two Spider-Men tried Web Zipping over to the villain. Otto wasted no time in using two of his tentacles to grab the two heroes by their backs and slamming them to the floor. Otto laughed as he tossed Webb-Verse Spider-Man away while he brought Spider-Man closer to him. 

Otto frowned as he brought Peter close to his face, "Goodbye, Peter. For what it's worth, I'm sorry that it ended this way." 

(End song) 

 

But then all of a sudden, a line of web attached to Otto's back, much to his confusion. He then saw Peter's eyes, or rather his lenses, widen in shock. Otto then felt someone kick him in the back, causing him to drop Peter. Otto turned around, only to be socked in the jaw. 

Otto stumbled and rubbed his jaw with his hand before getting a good look at his assailant. 

Twilight and Sonic's eyes widened in awe, "No way." They both said in unison. 

Webb-Verse Peter's eyes widened as well as he took in the sight before him, in fact, everyone's eyes widened as they saw the battle going on before them. 

 

A third Spider-Man was currently fighting Doc Ock. 

Peter observed this new Spider-Man and his moves. The way he moved, the way he fought, he has been clearly doing this for a long time. 

Raimi-Verse Spider-Man grabbed the top set of tentacles with two of his webs and slammed them to the ground, in doing so, he launched himself into the air and kneed Otto in the face. As he flipped over the villain, Raimi-Verse Spidey grabbed the collar on Otto's jumpsuit and threw him against the wall with his mighty strength. 

Otto roared in anger as he got back to his feet. He then attempted to hit the newcomer with his arms, but he was suddenly kicked in his side by Webb-Verse Spidey, causing the villain to stumble right into Spider-Man, who delivered a mighty uppercut to the villain's chin. 

Otto soared through the air before landing harshly on the ground. 

(End song) 

Once Otto was defeated, the three Spider-Men looked to one another for a moment as everyone else got back up. 

"There are three of them now?" Sonic asked Twilight as they walked over to the three heroes. 

"There are three of them now." Twilight responded. 

The three Spider-Men looked at one another before they each removed their masks. 

Raimi-Verse Peter waved at his counterparts awkwardly, "Hello." 

The other two Spider-Men waved back while Sonic Wachowski turned to Tom and Maddie, "Awkward."
> Battle For The Time Stone (Part 1)
> --------------------------------------------------------------------------

The large group of heroes approached the doors leading to the landing pad, where the Green Goblin and the Time Stone were currently waiting for them. After getting Raimi-Verse Spider-Man up to speed, they made their way towards the landing pad to reclaim the Time Stone. 

The group of heroes stood before the doors, waiting with anticipation to get the Stone back and set things right. As Miles, Peter, and Webb-Verse Peter loaded up their Web Cartridges, Raimi-Verse Peter looked at them in confusion. 

"What are those for?" He asked his counterparts. 

All the Spider-Men turned to the confused counterpart with Peter responding, "It's just our Web Fluid. Why do you ask?" 

Raimi-Verse Peter proceeded to remove his glove and shot out a string of web from his wrist. Everyone exclaimed in shock as the web hit the wall. 

Sonic turned to Raimi-Verse Peter with shock written all over his face, "Th-That came OUT OF YOU!" 

Raimi-Verse Peter nodded, "Yeah," He then turned to the other Spider-Men, "You guys can't do that, huh?" 

They all shook their heads, "No." They all said together. 

Webb-Verse Spider-Man gazed at Raimi-Verse Peter's wrist, "How on earth does that even..." 

Twilight was practically geeking out, "This is so fascinating!!! How does that work? You make your own Web Fluid in your body! Where does it--" She was cut off by the sounds of the door leading to the landing pad opening up. 

Once the doors were open, everyone could see that it was raining down heavily with lightning striking in the background. They could also see the Green Goblin, who was standing on his glider, floating down from the sky. He laughed like a mad man before he glanced at the three Spider-Men, specifically Raimi-Verse Spider-Man. 

Goblin smiled behind his mask, "Peter, I knew you would come for me." 

Raimi-Verse Spidey took a step forward, "It's over, Goblin! You're outnumbered, you've lost, how can't you see that?" 

"HAHAHAHAHAHAHA!!! I've seen more than I could have ever imagined! I also see you, Peter. You're struggling to have everything you want, while the world tries to make you choose." He opened the palm of his hand to allow the Time Stone to levitate slightly above his hand, "I've been blessed by the Gods with this pebble! And with this Stone, I am a God among men! The fact is, Peter, is that Gods don't have to choose what they want," Goblin then snatched the Stone from its position with his hand, causing the raindrops to pause in time, "We take!" 

It was then that all the Spider-Men took a step forward and stood next to Raimi-Verse Spider-Man. 

"Stone or not..." Peter started. 

"...It's not gonna stop us from taking you down..." Miles continued. 

"...Because with great power, comes great responsibility!" Webb-Verse Peter finished as they all got ready for battle. 

Goblin wasn't threatened, in fact he was giddy, "You forget one thing. TIME IS ON MY SIDE!!!" 

Goblin then used the Time Stone to freeze all the other heroes in place, all except the four Spider-Men. As the Spider-Men got ready to fight, Goblin laughed in their faces as he hovered up into the air. 

"The itsy bitsy Spider came down the water spout! Down came the Goblin and took the Spider out~ HAHAHAHAHA!!!" Goblin taunted the four Wall Crawlers before zooming down towards them on his glider. 

 

As Goblin flew down towards the landing pad, he fired two missiles from the bottom of his glider as a surprise attack. While Miles and Webb-Verse Spidey leapt out of the way, both Spider-Man and Raimi-Verse Spider-Man grabbed the two missiles with lines of web and tossed them back at the cackling mad man. 

Goblin merely smirked behind his mask as he tightened his grip on the Time Stone and suddenly disappeared. What he really did was move forward in time to not only avoid the two missiles, but to get behind the two Spider-Men so he could hurl two Pumpkin Bombs without them noticing. 

Fortunately for the two Web Heads, their Spider-Senses kicked in to alert them both of the incoming danger. Both Spider-Men quickly Web Zipped away just in time to avoid the resulting explosions from the Pumpkin Bombs. Before Goblin could attack again, he saw Miles leaping towards him, reeling back his fist for a punch, through the corner of his vision. 

Goblin quickly turned to the young hero and froze him in time, preventing him from attacking. Goblin then zoomed forward and punched Miles in the face, not only unfreezing him, but sending him back down to the landing pad. Webb-Verse Spidey tried Web Zipping towards Goblin from behind, but Goblin clutched the Time Stone and suddenly appeared behind the hero. 

Goblin then quickly flew up to him and shoulder charged him back down to the landing pad. 

Goblin cackled as he flew back to the front of the landing pad while the four Spider-Men regrouped in front of the villain. Green Goblin used the Time Stone to summon four Time Portals in front of him. Goblin then threw 12 Razor Bats into the Time Portals. 

Before any of the Spiders could react, their Spider-Senses went crazy as one Time Portal opened behind them. 

Just as they turned around, three Razor Bats zoomed through the Time Portal at high speeds. Just as Miles and Webb-Verse Peter flipped to avoid the Razor Bats, three more portals opened around them. It was then that the rest of the Razor Bats zoomed towards the heroes. 

The Spider-Men managed to avoid dying from the Razor Bats, but they did get cuts on them from not being careful enough, resulting in some of the Razor Bats hitting them. Once they had room to breathe, Goblin zoomed down, his blades extended on his glider. 

Raimi-Verse Peter's Spider-Sense went off, giving him the opportunity to flip over Goblin and his glider, avoiding death once again. Goblin turned back around and froze Raimi-Verse Peter with the Time Stone. 

As Goblin tried to stab him again, both Miles and Peter shot two lines of web each and attached them to the back of Goblin's glider. As Goblin was suddenly halted in place, he turned to see the other two Spider-Men. He was about to use the Stone again, but it was suddenly kicked out of his hand by Webb-Verse Spidey, allowing Raimi-Verse Spidey to be free from his confinement. 

As the Time Stone bounced on the landing pad, Raimi-Verse Spider-Man shot a line of web at Goblin's chest and Web Zipped over to the villain. He then delivered a mighty punch to the mad man's face, breaking the yellow lenses on his mask and cracking the mask slightly. 

Goblin flew off his glider and landed harshly on the landing pad as time returned to normal. 

(End song) 

Goblin tried getting back up, but the four Spider-Men loomed over him as the other heroes were freed. 

"It's over, Gobby." Raimi-Verse Peter declared to the villain. 

Goblin chuckled evilly in response. As everyone walked over towards the fallen Goblin, Sonic Wachowski noticed the Time Stone on the floor. He began walking over towards it to make sure that nobody else could get their hands on it. But he stopped dead in his tracks when a bullet pierced through the ground in front of him. 

He looked up to see what made the shot, only to scowl when he saw a familiar looking Drone hovering over him. 

It was then that an army of Drones floated up from beneath the landing pad and surrounded the landing pad. The Drones had their guns trained on everyone who was on the landing pad, making sure none of them moved a muscle. As Sonic Wachowski took a step back, the Time Stone was picked up off the ground by none other than Dr. Robotnik, who had a smug grin on his face. 

Storm King and Infinite were right behind him, with Storm King having his arms crossed over his chest while Infinite simply hovered above the ground. 

Robotnik smirked at his most hated enemy, "Hello, Hedgehog. Did you miss me?" 

"Eggman." Sonic Wachowski said with a scowl. 

Twilight's eyes shot wide open, "Another Robotnik?! How is this possible?!" 

Sonic on the other hand, simply pinched the bridge of his nose, "Figures, another Sonic, another Eggman, it makes sense when you think about it." 

Robotnik had a sick grin on his face, "You know, I must thank you, Hedgehog. You did all the hard work for me, you and your new friends. And what a weird assortment of friends you have," He then took notice of Tom and Maddie, "Ah, Mr. Wachowski. Fancy meeting you here, you know we should really stop meeting like this." 

Tom placed his arm around his wife to protect her, "I'd rather stop seeing you permanently." 

Robotnik chuckled, "We'll take care of that in a moment." 

While this was going on, Storm King and Tempest glared daggers at one another. 

"Tempest." Storm King said with a smirk. 

"Since when are you this idiot's lap dog?" Tempest replied as she pointed towards Robotnik. 

"I'm nobody's lap dog. That Stone is as good as mine." Storm King replied with a mischievous grin on his face. 

Infinite merely watched this exchange with his arms folded. He was already planning on taking the Stone for himself so he could take it back the fight against The Resistance, he just had to wait for the right moment. 

Unbeknownst to anyone, Goblin had pressed a button on his wrist, activating his glider. The glider hovered silently behind Robotnik as he talked. The glider then extended its blade as it prepared to strike. 

The glider then shot forward and almost stabbed Robotnik in the back. 

The key word being almost. 

Robotnik had clutched onto the Time Stone and stopped the glider dead in its tracks. 

Robotnik turned around to face the frozen glider, "Look at that. A sneak attack. Note the lack of surprise." 

Storm King, after seeing this display of power, had grown impatient, "Enough! Quit toying with them and give me the Time....Rock thing! Now!!!" 

Robotnik then put on a fake expression of sympathy, "Oh, you poor naïve creature. It's not your fault, a more advanced intellect would've seen this move coming a mile away, or one point six kilometers." 

Suddenly, half of Robotnik's Drones set their sights on both Storm King and Infinite. While Infinite merely clenched his fists in anger, Storm King snarled in anger. 

"YOU'RE DOUBLE CROSSING US?! YOU FILTHY, ROTTEN SLIME BALL!!!" Storm King shouted in anger. 

Robotnik rolled his eyes, "Oh please, it's not like you two weren't going to do the same to me! The only difference being, Storm Dunce, is that I'm not only smarter, but I'm way more cunning, and overall, I'm just BETTER than you!!!" 

"You'll pay for this, you buffoon!" Infinite snarled. 

Robotnik then burst out into laughter, "Hahahahahahaha!!! Hehehehehehe!!! HA HA HA HA HA HA HA!!! I'm sorry," He placed his hand over his chest, "That just hit me funny. The fact that you think that you'll make me pay for this is just hilarious to me. How are you going to do that," He then gazed down at the Time Stone in his hand, "When time is on my side?!" 

A green, fiery aura suddenly appeared over Robotnik as he floated into the air with a wicked grin on his face. 

Sonic Wachowski's eyes shot open in worry and horror, "Oh no." 

Robotnik turned to his nemesis, "Hedgehog, it's time to say goodbye to humanity!" 

"NO!!!" Both Sonic's shouted as they boosted forward towards the mad genius. 

Robotnik tightened his grip on the Stone, which froze everything around him. Everyone was frozen in place, the two Sonic's, the Storm King, who was charging at the villain from behind, even the rain was frozen in time. 

Robotnik laughed like the villain he is, "Oh-oh-oh!" He floated down to Sonic Wachowski and got in his face, "Even with your max speed, it still falls short to the Stone in my possession!" He then floated over to the frozen Storm King and leaned on his shoulder, "Excuse me, is Greg here?!" When he got no response, he stopped leaning on the frozen villain, "Thank you!" 

Robotnik then floated to the center of the gathered heroes and started dancing like a crazy person. He jumped around, performed The Robot, and eventually slid back and did a spin. Robotnik then floated up into the air and hovered over the landing pad. 

Robotnik then unfroze time and laughed evilly as everyone stumbled. 

"Say, Hedgehog!" Robotnik shouted, getting Sonic Wachowski's attention, "Let's see if this Stone here has enough juice to bring back an old friend of ours!" 

Robotnik then clutched onto the Stone again, creating a green shockwave that knocked everyone to the ground. Robotnik smiled as a Time Tornado engulfed him. As everyone got back up, something began walking out of the Time Tornado, something big. 

Red eyes shined through as the Time Tornado began to dissipate. The Wachowski's eyes shot wide open as everyone took a step back away from the giant, metallic behemoth before them. 



Everyone was shocked and a little nervous at the sight of the Death Egg Robot. 

But before anyone could react, the Death Egg Robot reeled back a fist and punched the main building of The Raft, causing the entire building to come crashing down upon the heroes and villains. 

Robotnik, who was piloting the massive robot, laughed like a mad man, "HAHAHAHAHA!!! No please, don't get up, take your time! Besides, I've got ALL the time in the world!"
> Battle For The Time Stone (Part 2)
> --------------------------------------------------------------------------

As the main building of The Raft collapsed on top of our heroes, the shield barrier around the island flickered a few times before disappearing, due to the computer to turn it on and off being destroyed along with the building. The Death Egg Robot's shadow loomed over the rubble that was the main building. 

As the smoke rose from the rubble, Robotnik couldn't help but quip, "SCHMOKIN'!!!" 



 

Robotnik, who was standing on a platform inside the robot's head, held the Time Stone in his hand and smirked. 

"Tunes of Anarchy playlist." Robotnik said aloud. 

The speakers inside the Death Egg Robot then began to play 'Where Evil Grows'. 

 

As the music began to play, Robotnik began moving the Death Egg Robot with an evil smile on his face. 



 

As the Death Egg Robot walked into the water and off the island, it performed high kicks to the beat of the song while swinging its arms left and right. The Death Egg Robot then stopped before it slid to the left, water flying upward from the force of the robot. 

The Death Egg Robot then slid to the right and performed a 360 spin on the spot before squatting down and shimmying to the left while hanging its arms downward by its sides, swinging its arms left and right as it moved before it stood up straight. The robot then performed the same move again, only this time it moved to the right. 

The Death Egg Robot turned around and began Moonwalking towards the city, its giant, metallic hand resting on its forehead as it Moonwalked to the city. The robot then spun around and began walking towards the city like a chicken, performing high kicks to the beat as it flapped its arms like wings. 

The Death Egg Robot then stomped its left foot into the water, not only splashing the water beneath it, but also creating a green light that shined through the water. The Death Egg Robot then bounced to the beat as it continued to walk to the city, splashing water as it walked. 

The Death Egg Robot then stomped its right foot, creating the same effect as before. The massive robot then bounced to the beat once more before coming to a complete stop. 

The Death Egg Robot then shot its arms to the sky, just as the beat slowed down, shooting pillars of green light out of the water as it performed this motion. As the beat picked up again, the Death Egg Robot swung its arms from side to side along with the beat of the guitar. 

Robotnik then made the robot perform The Robot as it slowly approached the city. The robot then performed an Egyptian Walk along with the beat as it drew closer to the city. 

(End song) 



 

All was quiet at The Raft, not a sound was made after Robotnik tore up the place with his Death Egg Robot. That was until a glider with a cackling mad man burst out of the rubble and flew towards the Death Egg Robot. 



 

The Death Egg Robot was suddenly hit by two missiles, which caused Robotnik to stumble a bit. 

"THAT STONE IS MINE!!!" 

The Death Egg Robot turned its head to see none other than the Green Goblin flying towards it, two Pumpkin Bombs ready in his hands. 

"HEY, MORON! THE POWER RANGERS CALLED, THEY WANT THEIR VILLAIN BACK!!!" Robotnik shouted as the Death Egg Robot fired its eye lasers at the insane villain. 

Goblin swerved left and right to avoid the laser beams and then proceeded to hurl two Pumpkin Bombs at the giant robot's head. 

Robotnik was annoyed. 

He clutched onto the Time Stone and used it to freeze Goblin in time. The Death Egg Robot's eyes lit up as they prepared to fire an eye laser to finish the mad man off. 

"ROBOTNIK!!!" 

Robotnik's attention was caught by a shout coming from the robot's lower leg. He groaned in annoyance when he saw none other than the Storm King, climbing the robot's leg. He had escaped the rubble without the scientist knowing and was climbing up to the head of the mech the entire time.

"That Stone belongs to ME!!!" Storm King declared as he climbed up the Death Egg Robot's left leg. 



 

Robotnik rolled his eyes in annoyance, "The flies sure are busy today." 



 

Robotnik then moved the Death Egg Robot's leg upward to try and shake the Yeti off of it, but the Storm King wasn't so easily deterred as he clung onto the mechanical leg with his claws. Storm King picked up the pace and climbed up the leg at a faster speed. 

As the Storm King ascended the leg, the Death Egg Robot was suddenly hit in the back of the head by a red blast. The mechanical giant turned its head to see none other than Infinite flying towards it. 

"Hand over the Stone, Robotnik!" Infinite demanded as he hurled another red orb at the mechanical giant. 

The Death Egg Robot's eyes glowed green as it prepared to fire an eye laser, "Yeah, how 'bout no?" Robotnik replied as he fired the robot's eye lasers at the Jackal. 

Infinite dodged and weaved through the eye lasers and made his way towards the Death Egg Robot. Once he was close enough, Infinite began charging up the Phantom Ruby. Robotnik, having had enough of this, began tightening his grip on the Time Stone. 

Before any of the other villains could make their moves, Robotnik used the Time Stone to release a green shockwave from within the Death Egg Robot. Storm King, Green Goblin, and Infinite were caught in the shockwave, which resulted in them being frozen in time. 

"HAHAHAHAHA!!!" Robotnik laughed, "You were saying?" 



 

Twilight Sparkle was coughing up a storm due to the amount of dust and smoke around her. She slowly began opening her eyes, they were stinging but she had to open them to see where she was. Once her vision cleared, she saw all four Spider-Men holding up the collapsing ceiling with their strength, but they wouldn't be able to hold it for long. 

She turned her head and saw Starlight, Tempest, and the Wachowski's helping each other out. But her eyes widened when she saw both Sonic and Sonic Wachowski laying on the ground in an unconscious state. She mustered all of the strength she could and slowly trotted over to them. 

Once she reached the two Hedgehogs, she fell onto her belly due to her loss in strength. She slowly crawled over and shook Sonic's chest with her hoof. 

"Sonic? Sonic wake up!" She shouted. 

No response. 

Twilight's eyes were starting to get blurry, but not because of the dust, but because she was starting to cry. 

"Sonic, wake up!!! Please, wake up!!!" She pleaded once more. 

No response. 

Twilight, who had tears streaming down her cheeks, was openly sobbing now, "WAKE UP!!! FOR THE LOVE OF CELESTIA, WAKE UP!!!" 

The four Spider-Men were starting to give in as the mass of the ceiling became too much for them. 

Twilight began hitting the Hedgehog's chest, "SONIC, IF YOU DON'T WAKE UP, WE'RE ALL GONNA DIE!!!" 

No response. 

The ceiling was starting to collapse. 

"SONIC!!!" 

They weren't going to make it. 

"SONIC!!!" 

It was then that the seven Chaos Emeralds appeared around the two Hedgehogs. Both Sonic's eyes shot open, but they weren't their normal green. 

They were red. 



 

"Hmm... What should I do with you three?" Robotnik pondered. An evil grin appeared on his face as he snapped his fingers, "I know! How about I use the Stone to erase you three from existence? Now THAT sounds like fun!" 

He was about to use the Time Stone to finish his enemies off, but a massive explosion of power interrupted him and caught his, and everyone else's attention. 

"What was that?" 



 

 

(Play from 1:34 to 2:17) 

A beam of yellow light shot up from the rubble of The Raft, lighting up the night sky. As the Death Egg Robot turned around towards the island, two figures could be seen floating into the air inside the beam of yellow light. 

 

 

Two Super Sonic's. 

The Death Egg Robot actually took a step back in fear, this wasn't good. The other heroes climbed out of the rubble and looked up into the sky in awe and amazement. 

Webb-Verse Peter pointed up to them as he looked up in awe, "Now THAT is awesome!" 

Peter and Twilight nodded, "Yeah, it is." They both replied together. 

The two Super Sonic's looked at each other and nodded, both knowing what they had to do. They shot forward at speeds that were never thought possible towards the Death Egg Robot.

(End song) 



 

Robotnik stomped his foot on the floor multiple times in anger, "COME ON!!! GIVE ME A BIG. FAT. BREAK!!!" 



 

 

Robotnik used the Time Stone to unfreeze the villains and charged towards the approaching two Hedgehogs. As the Death Egg Robot ran, Robotnik fired multiple missiles from the mech's chest and shoulders, hoping to hit the two Super Formed Hedgehogs. 

The two Super Sonic's simply smirked and boosted through the incoming missiles, destroying them with ease as they flew forward. The Death Egg Robot stopped dead in its tracks as Robotnik clutched onto the Time Stone, tapping into its power over time itself. 

The Death Egg Robot suddenly vanished in a flash of green light, confusing the two Sonic's. 

The massive mech reappeared a few meters behind them and raised it's arms, opening it's palms as it did so. The Death Egg Robot then shot multiple Time Orbs from it's hands. The two Super Sonic's dashed forward at high speeds, doing their best to avoid the approaching orbs of time. 

Unfortunately, Sonic Wachowski wasn't careful enough and flew into one of the Time Orbs. Everything slowed down for the Hedgehog, the orb made sure that everything within it moved at an almost still like speed. Sonic Wachowski closed his eyes as his body was suddenly surrounded by yellow electricity. 

Then out of nowhere, Sonic Wachowski zoomed out of the orb at high speeds, continuing his route towards the Death Egg Robot. 

Robotnik gritted his teeth in anger as the two Super Sonic's approached him and his mech. Robotnik pressed a button on one of his two consoles, causing rocket boosters to suddenly protrude from the mech's wrist. As Super Sonic approached, the Death Egg Robot threw a punch at the golden Hedgehog. 

Super Sonic reacted to this by reeling back a fist and throwing a punch of his own. The two fists collided, but Sonic's punch was far more powerful than Robotnik's. The Death Egg Robot's fist shattered into millions of metallic pieces as the punches connected. 

Robotnik was stunned for a moment, until he remembered that he had control over time itself. He used the Time Stone to rewind time and repair the Death Egg Robot's fist, making Sonic's punch not matter in the slightest. 

"HAH! DOESN'T REALLY MATTER, DOES IT?! NOT WHEN I CAN JUST REWIND TIME TO MAKE SURE THAT YOUR ATTACKS NEVER HAPPENED IN THE FIRST PLACE!" Robotnik gloated. "NOW, IF YOU'LL EXCUSE ME, I HAVE A CITY TO BREAK APART!" 

Suddenly, the Death Egg Robot shot up into the sky, thanks to the rockets on the mech's feet. The two Super Sonic's shot upwards in pursuit of the giant robot. 

The Death Egg Robot fired it's eye lasers at the two Hedgehogs as they flew towards it. The two Sonic's increased their speed and continued their pursuit of the giant mech. The two Sonic's then curled themselves up and rammed right through the Death Egg Robot's chest with a Double Super Spin Dash. 

Before Robotnik could use the Stone, Super Sonic shot right through the back of the mech's head and quickly took the Stone off of the mad genius before he could repair his mech. Super Sonic gave Robotnik a small salute before flying through the front of the mech's head. 

While that was going on Sonic Wachowski was zooming through the mech's body at super speed, piercing it's armor and damaging it severely. Once Sonic Wachowski shot through the mech's chest again, the Death Egg Robot began falling to the ocean as it exploded. 

Super Sonic quickly zoomed down and grabbed Robotnik from the head of the mech before it hit the ocean. 

The Death Egg Robot then exploded in a blaze of glory, splashing huge amounts of water into the air as it blew apart. The two Sonic's shared a fist bump as they flew back to The Raft with both the Time Stone and a now defeated Dr. Robotnik. 

(End song) 





The two Super Sonic's landed back down onto the ground, with Super Sonic tossing Robotnik on the ground. Sonic Wachowski suddenly zoomed back out, confusing everyone present. He then zoomed back with both the Storm King, Green Goblin, and Infinite in his grasp. 

"LET GO OF ME, YA YELLOW FURBALL!!!" Storm King shouted. 

Sonic Wachowski shrugged and dropped the two villains to the floor. 

Raimi-Verse Spidey and Spider-Man webbed up the two villains so they couldn't go anywhere. Sonic Wachowski floated over to his two adoptive parents as he began to return to his normal form. Super Sonic floated down and gave Twilight a hug and gave Peter and Miles a fist bump. 

The two Hedgehogs returned to normal as the Emeralds left their bodies and shot up into the sky, scattering across the planet again. 

The Wachowski's shared a hug, which made Robotnik gag, "I think I just threw up in my mouth." 

Storm King snarled at the villain, "WHEN I GET OUTTA THIS, I'M GONNA MAKE YOU PAY, ROBOTNIK!!!" 

Robotnik simply rolled his eyes, not taking him seriously. 

Sonic turned to Twilight, "Well, what do we do with them now?" 

It was then that Starlight trotted forward, "I could use a spell to send them to Strange's location, but it is very tricky to pull off." 

Peter shrugged, "Better than nothing, I guess." 

Twilight smiled at her friend, "You've got this, Starlight." 

Starlight smiled back and shared a hug with her friend. They broke the hug before Starlight's horn lit up. She then began levitating into the air, her eyes glowing with power as her horn sparked with magic. The villains looked at one another with uneasiness, except Green Goblin, who wasn't worried in the slightest. 

Starlight was about to complete the spell, they could finally get back to focusing on Thanos and saving their world. All it would take was..... 

SLASH 

A gasp got caught in Starlight's throat as she suddenly felt an immense pain in her chest. Her magic died down as she stared down at her torso. Her eyes widened as she saw what caused her pain. 

A very large blade was protruding from her chest. 

Everyone was staring in shock and horror. 

Twilight was frozen, tears streaming down her face as she looked at her friend. 

"STAAAARRRLIIIIIIIGHT!!!" 

The blade was pulled out of Starlight's chest as she coughed up blood. Her magic died down as she fell to the ground. Twilight was already galloping to her friend before Starlight even hit the ground. 

Twilight grabbed Starlight's body with her magic and laid her down gently. Twilight then tried a healing spell, but it wasn't working. 

"STARLIGHT! COME ON, STARLIGHT, WAKE UP!!!" Twilight pleaded, but got no response. 

A single tear fell from Starlight's eye. It was then that Twilight noticed that Starlight wasn't even blinking. She wasn't moving. She wasn't breathing. 

"Star......Starlight?" Twilight asked, barely speaking above a whisper. 

Realization hit Twilight like a freight train.

Starlight was dead before she hit the ground. 

The area around them was silent, nothing being heard except the gust of the wind. 

Twilight let out a scream of agony before she began sobbing into Starlight's chest. Sonic Wachowski fell into his parents arms as he cried silently. The four Spider-Men looked down in sadness while Tempest looked away, tears streaming down her face. 

Sonic wasn't sure what to do. He's dealt with death before, he knew how to grieve, but what about Twilight? How does he handle comforting someone he cares about? Does he go over and comfort her? Does he give her time to grieve? 

He looked up and his eyes widened as he saw Starlight's killer. Everyone else followed suit and looked up to the sky, the last one looking being Twilight. They all stared at the one who killed Starlight, the one who hovered above them all. 

They all stared at the smiling face of Sephiroth.
> I Will Never Be A Memory
> --------------------------------------------------------------------------

Time slowed down to a crawl for Twilight Sparkle, she was holding the lifeless corpse of her friend Starlight Glimmer in her forelegs, cradling it while she cried. She stared up at the man who took the life of her friend...…and he was smiling. He found joy in taking someone's life. 

He was a monster. 

He didn't deserve Tartarus, that was too lenient for him. She needed to make sure that Sephiroth would NEVER take another life again. 

Twilight's entire form was shaking with anger and hatred, tears still streaming down her cheeks as she gritted her teeth. Everyone glared at Sephiroth, save for the villains, who were just going to enjoy the show. 

All was silent, that is, until Robotnik spoke up, "Jeez, you could CUT this tension with a knife....or sword in this case." 

Tempest's head snapped over to Robotnik in anger. She then galloped over and bucked him in the face with her hindlegs, knocking him out cold. 

Sephiroth merely chuckled, "I told you that I would be back, I am a man of my word." Sephiroth then glanced down at the Time Stone in Sonic's hand, "Well, that's an interesting stone you're carrying." 

Storm King then got an evil idea, an idea so crazy that it could work. He could make this guy do all the hard work for him, no more heroes, just him and the Stone. 

"IT'S THE TIME ROCK!!! WITH ITS POWER, TIME IS YOURS TO COMMAND!!!" Storm King shouted, enacting his stupid plan. 

Tempest's horn sparked as everyone glared at the Yeti, "SHUT. YOUR. MOUTH!!!" Tempest shouted at her former boss. 

Sephiroth gave the Stone a curious glance, "I see. So that's the Stone I've heard so much about." Sephiroth pointed Masamune at the group below him, "I will be taking that Stone from you now." 

Raimi-Verse Spider-Man clenched his fists, "That's not going to happen." 

Sonic glared daggers at the One Winged Angel, "You killed our friend, we're not going to let you kill anyone else." 

Twilight set Starlight's head down gently before flaring her wings and giving Sephiroth a look that would kill him if it were a blade, "You will NOT be getting that Stone! I. WON'T. LET YOU!!!" 

Sephiroth chuckled as he raised his left arm into the air, "I'm afraid that you don't have a choice in the matter." 

The sky above him began to swirl around in a circular motion, it's color changing to a dead grey. Soon, the entire sky around the island turned grey. Everyone stood their ground as the One Winged Angel began to descend to the ground with an evil smile on his face. 



Sephiroth landed on the ground softly and stood before the group of heroes. He held Masamune over his left shoulder with the blade curving downward, taking his battle stance before he shot forward towards the heroes at impossible speeds. 

Sonic quickly bolted away while Twilight fired a massive laser of magic from her horn. Sephiroth held Masamune in front of him and blocked the massive attack. The force of the attack was pushing him back, his feet creating trenches as he was being pushed back. 

Miles took this opportunity to swing around towards Sephiroth's side. Miles let go of the webbing and delivered a Venom Punch to the side of Sephiroth's head, sending him flying a few meters back. Twilight wasted no time and flew forward towards Sephiroth, hatred written all over her face as her horn sparked with magic. 

Sephiroth recovered and saw Twilight flying towards him. He raised his arm into the air, creating a pillar of dirt with his Earth Magic that hit Twilight in the chin, which sent her flipping through the air before landing harshly on the ground. 

Sephiroth dashed forward towards the three Spider-Men and readied Masamune. The three Spider-Men all jumped out of the way in separate directions, avoiding Sephiroth's strike. Before he could react, he was struck in the back by Tempest's magic lightning. 

Sephiroth responded by clenching his fist, which caused lightning to shoot up from beneath Tempest's hooves, causing her to cry out in pain. Sephiroth then shot forward and kneed her in the face just as Webb-Verse Peter swung down and delivered a Swing Kick to Sephiroth's ribs, causing the Soldier to stumble. 

Before he could recover, Raimi-Verse Spidey shot two lines of web at his feet and pulled on them, in doing so, tripping Sephiroth to the ground. Sephiroth then saw Spider-Man diving down towards him, reeling back a fist to strike him in the face. 

Sephiroth quickly teleported away just before Peter punched the ground. 

Before any of the Spider-Men could fathom what just happened, Sephiroth appeared above them and dove downward towards the ground before landing and punching the ground, creating a massive shockwave that broke the earth beneath them. 

The three Spider-Men couldn't get away in time and were sent back into the rubble that was the main building of The Raft. Sephiroth then heard a Sonic Boom from behind him and turned around to see a blue streak zooming towards him at impossible speeds. 

He then heard another Sonic Boom from another direction, assuming it was the other Hedgehog. Sephiroth quickly made Masamune disappear and held out his arms. The two Spin Dashes were caught by Sephiroth's hands. They tried to do some damage, but Sephiroth had a good grip on them. 

He then floated up into the air and threw them down to the ground with a mighty throw that created craters where they impacted the ground. As the two Sonic's uncurled, Sephiroth summoned Masamune once more and readied his blade to strike Sonic in the chest. 

"GET AWAY FROM HIM!!!" 

Sephiroth turned around to see Twilight Sparkle flying towards him. She fired a massive beam at the One Winged Angel, tears streaming down her face as she screamed in absolute rage. Sephiroth held Masamune in front of him, the massive beam of magic was cut in two as it struck Masamune. 

Once the beam had stopped, Sephiroth zoomed forward and elbowed Twilight in the throat, causing her to cough up some blood. He then gripped her neck and flipped her over his shoulder and threw her to the ground. As she landed, Sephiroth shot downward and stomped on her left wing, shattering the bones in her wing. 

Twilight cried out in agony before Sephiroth stomped down her her chest, making her cough up more blood. 

Sonic groaned in pain as he struggled to get up. He flipped over onto his stomach and saw Sephiroth standing over Twilight. He clenched his fists, unknowingly tapping into the powers of the Time Stone. Doing this summoned a portal over Sephiroth, getting the Soldier's attention. 

Then all of a sudden, The Shredder fell out of the portal and tried stabbing Sephiroth in the head with his claws, but Sephiroth held Masamune over his head and blocked the strike. Sephiroth swung Masamune, launching Shredder away. The Utrom landed on his feet and glared at the One Winged Angel. 

"I see that there is a great power at work! That power shall belong to The Shredder!!!" Shredder declared. 

Sephiroth rolled his eyes and shot forward towards Shredder, Shredder doing the same. Once they met in the middle, Masamune and Shredder's claws met and clashed, creating sparks when they impacted one another. Sephiroth swung Masamune, but Ch'rell slide under the blade and slashed at Sephiroth's legs. 

Shredder got back onto his feet and kicked Sephiroth in the back, making the One Winged Angel stumble. Shredder went to attack again, but Sephiroth shot up into the sky, his one wing protruding from his back as he rose into the sky. Sephiroth then hurled a ball of fire at the Utrom. 

Ch'rell rolled away from the ball of fire and changed his hands into his laser hands. Shredder fired laser blasts from his fingertips at the One Winged Angel, with Sephiroth swaying left and right to avoid the blasts. Sephiroth then shot downward just as Ch'rell changed his hands into two long blades. 

The blades met as the two villains' eyes met, the intensity was clearly obvious. 

The two broke apart, leaping in opposite directions. Shredder roared in anger as he charged forward, with Sephiroth doing the same. While this was going down, Infinite managed to snap the webbing around him. The Jackal then floated up into the air, the Phantom Ruby glowing with power. 

The collision between Sephiroth and Shredder was prevented by a glitchy, red orb, which struck Sephiroth in the back, sending him into the Phantom Reality. 

Before Sephiroth could figure out what just happened, a very large missile that was heading his way caught his attention. He leaped forward and slashed the missile in two with Masamune, freeing him from the Phantom Reality. Sephiroth saw Shredder leaping through the air through the corner of his eye and ducked under the incoming attack. 

He then slashed Ch'rell in the chest with Masamune, exposing his Exo-skeleton. Before Shredder could react, he was blasted by Infinite, who was already flying towards Sephiroth with an intent to kill. Sephiroth shot out his hand and froze the Jackal with his Ice Magic. 

Before the Soldier could do anything more to Infinite, he was suddenly pushed back several feet by an unseen force. He turned his head to see none other than Darth Vader walking towards him. Sephiroth could tell that this one was going to be a slight challenge. 

He shot forward and blade met Lightsaber in a spark of glory. 

Sephiroth was pushed away by Vader with a Force Push, "You are powerful. But it cannot compare to the power of the Dark Side." 

The two villains clashed once again, Sephiroth trying to strike Vader with Masamune as the Sith Lord blocked the attacks with his Lightsaber. Vader used The Force to push the One Winged Angel into the pile of rubble behind him. Vader then threw his Lightsaber at the Soldier, but Sephiroth merely smirked as he quickly teleported away from the approaching Lightsaber. 

Vader quickly called back his Lightsaber with The Force and turned around as Sephiroth appeared behind him. Vader used his Lightsaber to block the incoming attack from Sephiroth, the two villains glaring at one another as they struggled to gain dominance over one another. 

While this was going on, the three Spider-Men were getting back to their feet to try and get back into the battle. They would've had it not been for.... 

"CAN THE SPIDER-MAN COME OUT TO PLAY?!" 

They all turned around and saw that the Green Goblin had broken free of his confinements. He was flying towards them on his glider, cackling like a mad man. He threw three Razor Bats and fired two missiles from his glider to try and kill the three Spider-Men. 

As the Goblin and Spider-Men fought, the Storm King broke free of his bonds and made a break for the Time Stone, which was in Sonic's hand. But before he could get anywhere, he was suddenly tackled to the ground by Robotnik. The two villains rolled around on the ground, slap fighting one another. 

The two rolled to a stop as Storm King kicked Robotnik in the chest to get him off of him. 

The two villains got to their feet and glared at one another. 

"That Stone is mine!" Storm King declared. 

Robotnik scoffed, "HAH! Your tiny brain wouldn't have any idea what to do with that kind of power!" 

"KEEP DREAMING, EGGHEAD!!!" Storm King shouted. 

Robotnik simply rolled his eyes, "Oh, sure. Make fun of those who are smarter than you. Did you use all two of your brain cells to come up with that?" 

Storm King pointed a claw at the villain, "If you call me dumb one more time..." 

Robotnik smirked," You have the IQ equivalent of ROOM TEMPERATURE!!!" 

Storm King screamed in frustration as he leapt forward and tackled Robotnik to the ground. 

(End song) 



 

The area around them was a warzone, and both Twilight and Sonic were caught in the middle. 

Sonic crawled over to the Alicorn to see if she was okay, the Time Stone still in his hand, he wasn't going to let it go. He made it over to Twilight, who was sitting on her rump, panting heavily as blood dripped from her mouth. Sonic sighed as he sat up straight and sat next to his friend. 

No words were exchanged between the two of them, the only sounds being heard were the various explosions around them and the crackling of flames. Things were not looking good, they were all badly injured, and all of these villains were fighting one another for the Time Stone. 

Starlight is dead. 

Sure they could use the Time Stone to bring her back, making sure that her death never happened, but what would be the point? They were all as good as dead anyway. 

They were not going to make it out of this. 

They wouldn't be able to help stop Thanos. 

Half of the universe would die, and they could do nothing about it. 

They failed. 

Twilight exhaled, if she was going to do this, it would have to be now or never. 

But before she could say anything, Sonic took Twilight's hoof and held it tightly in his hand. Twilight turned her head to the Hedgehog and stared into his eyes, Sonic did the same, staring into Twilight's purple eyes. They stayed like that for a few moments before they both started leaning closer to one another. 

They both knew what was happening, it had been built up all this time. 

Why fight it? 

As they leaned closer to one another, both of their cheeks started to heat up, a red blush evident on both of their faces. 

Before any of them knew it..... 

Their lips met. 

Neither of them tried breaking away from the kiss, both of them let this happen. 

Sonic raised his left hand and held the back of Twilight's head, holding her closer to him. Twilight's wings slowly opened as her horn lit up, encompassing the crater they were sitting in with a light show thanks to her magic. 

Both of their eyes were closed, this was perfect harmony, neither of them wanted this to end. 

But unfortunately they needed air to breathe, so the kiss had to end. 

Their lips parted as they both panted heavily, gazing into each others eyes, unfazed to the battle going on around them. 

"How....how long have you...." Twilight started but she slowly drifted off. 

Sonic panted before replying, "Ever since our talk on top of the Empire State Building." 

Twilight smiled, "Same." 

The two friends were silent, both of them unsure of what to say. 

Eventually Twilight broke the silence, "Sonic, if we weren't going to die here, and we said what needed to be said earlier, do you think that.....we," she motioned to Sonic and herself with her hoof, "Could've worked?" 

Sonic held Twilight's hooves with his hands and gave her a smile, "I'm going to be honest, this is all very new for me. I'm not very experienced when it comes to feelings like this. But I think that if we tried hard enough, yeah, it....it could've worked." 

Twilight let the tears fall as she and Sonic hugged each other, not wanting to let each other go. 



 



Sephiroth used Masamune to slice the incoming orb in two. 

Infinite growled in anger as he threw two more orbs to try and send Sephiroth back to the Phantom Reality, but the One Winged Angel was too fast for the Jackal. Sephiroth launched himself into the air and palmed Infinite in the chest, damaging the Phantom Ruby, which created an explosion of power that sent both villains soaring across the sky. 

Sephiroth planted his two feet onto the ground as he landed on the ground. He turned around and sliced an incoming boulder in two with Masamune. As the boulder split apart, Sephiroth could see Vader lifting another one up with The Force. The One Winged Angel wouldn't let him get the chance to attack again, so he dashed forward and slashed at Vader, but the Sith Lord raised his arm as Sephiroth suddenly felt his throat start to close. 

Vader was trying to Force Choke Sephiroth. 

But that wouldn't stop Sephiroth however, as he still dashed over and shoulder charged the Sith Lord, sending him back a few meters. 



 

Webb-Verse Spidey and Spider-Man shot lines of web at the back of Goblin's glider, halting the villains movements. Goblin snarled as he twisted his glider around, cutting the webs in the process. Goblin quickly swooped downward, the blades on his glider extending outward as he flew down. 

The two Spider-Men quickly Web Zipped away as the Goblin swooped down, avoiding the blades on his glider. But before either hero landed back on the ground, Goblin quickly turned around and hurled two Pumpkin Bombs at the heroes. The bombs exploded right in their faces, sending them back into a broken stone wall. 

While Goblin cackled like the mad man he is, Raimi-Verse Spider-Man swung around the remains of the main building and kicked Green Goblin right off his glider, sending the villain to the ground. Goblin's glider spun around in the air a few times before crashing onto the ground in a wrecked heap. 

Goblin got back up to his feet just as Raimi-Verse Spidey swung down to try and deliver a Swing Kick. 

But Goblin saw this coming and delivered a nasty spin kick to the hero's chest, knocking him down to the ground. As Raimi-Verse Spider-Man slowly got back to his feet, Goblin slowly approached the hero. 

"Misery, misery, misery is what you've chosen." 

Goblin seized the webbed hero by the throat and raised him into the air. 

"I offered you friendship," he tightened his grip around Raimi-Verse Spidey's throat, "And you SPAT in my face!" 

Goblin then delivered two punches to Spidey's ribs before punching the hero in the chest, letting go of his throat as he flew through the air. As Raimi-Verse Peter rolled to a stop on the ground, Goblin walked over to a pile of rubble nearby and tore off a metal pipe, the end of said pipe resembling a blade. 

Goblin then walked over to the hero and placed his foot on top of Raimi-Verse Peter's chest, making sure that he couldn't move at all. 

Goblin then raised the pipe over his head, getting it ready for the kill. 

"God's speed, Spider-Man." 

But before Goblin could deliver the finishing blow, he was struck in the back of the head by Miles, who hit the villain with a mighty Venom Punch. Miles sent Goblin soaring through the air before the villain hit a stone pillar and tumbled to a stop on the charred ground, defeated. 

Raimi-Verse Peter looked up to Miles and saw the young hero extending a helping hand to him. 

Peter gladly accepted the kind gesture and got back up to his feet. 



 

Sephiroth and Vader were at an impasse. 

Shredder and Infinite were growing tired. 

Robotnik and Storm King panted heavily as they got back up to their feet, not willing to give up yet. 

Sonic and Twilight were caught in the middle of all this destruction, embracing one another inside a massive crater as the battle waged on. 

But a thought suddenly occurred to the blue Hedgehog. 

He had the Time Stone, he could just freeze time to stop all of this chaos. He ended the embrace, much to Twilight's confusion before glancing down at the Stone in his hand. But before he could use it, a blue lightning bolt struck the ground in front of the two heroes. 

They saw none other than Webb-Verse Electro standing before them, his eyes crackling with blue electricity. As his hands began crackling with electricity, he started making his way towards Twilight and Sonic with an intent to take the Time Stone for himself. 

Sonic tried using the Stone, but Electro reacted quickly and zapped the Stone out of Sonic's hand, burning his glove in the process. 

While this was going on, Robotnik and Storm King, who were still wrestling one another, rolled into the crater as the Stone landed on the ground. The two villains quickly stopped fighting and saw the Stone right in front of them. Robotnik, thinking quickly, kicked Storm King in his crowned jewels, causing the tyrant to squeal like a little girl. 

Robotnik then kicked the Yeti off of him and made a B-line for the Stone. 

But before Robotnik could get to the Stone, he was knocked to the ground by a Spin Dash, curtesy Sonic Wachowski, who was in pretty bad shape. 

Robotnik growled in anger as he slowly got back up to face his arch enemy. 

Storm King, who had managed to recover, got back up and bolted for the Stone. But he didn't get far because he was blasted in the chest by Electro. The attack sent the Yeti flying through the air and crashing down on the ground, his fur charred from the electricity. 

Before Webb-Verse Electro could make his move, Sephiroth suddenly landed in the middle of the crater, clutching onto Masamune with his hand. He then dashed forward towards the Stone, but the Stone suddenly launched into the air and made its way towards Vader, who picked it up with The Force. 

But before Vader could get the Stone, he was suddenly kicked in the back by Shredder, who tried reaching for the Time Stone, but was suddenly blasted away by Infinite, who dashed through the air and outstretched his arm to try and grab the Stone. 

Sephiroth wasn't going to let that Stone get away from him, so he quickly dashed through the air and tried to grab the Stone. 

Electro snarled and flew forward at high speeds and stretched out his arm to try and grab the Time Stone. 

All three villains were so close, the Stone was theirs for the taking. 

But a sudden barrier of magic surrounding the Stone caught their attention. It was then that the magic barrier generated a shockwave that sent all three villains flying back. The Time Stone suddenly flew through the air and came to a stop in front of the Sorcerer Supreme, Dr. Strange. 

Strange then wasted no time in grabbing the Time Stone as Sephiroth flew upwards, readying Masamune to strike. Strange then used the Time Stone to freeze all of the villains in time just as Sonic Wachowski hit Robotnik in the chest with a Spin Dash. 

All of the villains were frozen, they couldn't move. 

This battle was over. 

(End song) 

Strange floated down to the ground as the heroes from alternate universes slowly approached the wizard. 

Strange landed softly on the ground and looked at the ensemble of heroes, "So, all of you were brought here as well. Interesting." 

"What are you going to do with that?" Webb-Verse Peter asked as he pointed at the Time Stone. 

Strange smirked, "I'm going to make sure that no one gets their hands on this Stone, that's what I'm going to do." 

Strange then sealed the Stone inside a magic barrier, impenetrable to anyone besides him. 

"NO!!! MY STO-OH-OH-OH-NE!!!" Robotnik screamed as the Stone vanished. 

Storm King glared daggers at the mad doctor, "YOUR STONE?!" 

Strange clapped his hands together, "So, who's ready to go home?" 

The heroes from alternate realities turned to the heroes of the Converged Universe, who were slowly approaching them. 

Peter and Miles shook the hands of the other two Spider-Men, "Thank you. We couldn't have done this without you." Peter thanked as he shook their hands. 

"Really, you saved our asses." Miles added. 

"Hey..." Webb-Verse Peter started. 

"It's what we do." Raimi-Verse Peter finished. 

The four Spider-Men then shared a group hug as they said their goodbyes.

Sonic and Sonic Wachowski shared a power bump while Tom and Maddie watched on with smiles on their faces. 

"See you 'round, kid. Who knows? Maybe in time, you'll be as fast as me. The electricity's cool though." Sonic said to his counterpart. 

"Maybe, and you're right, the electricity IS cool." Wachowski replied with a smile on his face. 

After they all said their goodbyes, the alternate heroes turned to Strange and nodded. 

Dr. Strange nodded back as he floated up into the air. As he began performing the spell, orange, circular runes appeared around him and the other Multiversal Trespassers. As the spell began to take effect, one by one, each of the Multiversal Trespassers began to fade away, presumably returning to their own universes. 

Both Spider-Men gave Peter and Miles a wave before they faded away. 

Sonic Wachowski stood in front of Tom and Maddie as they two faded away. 

Storm King was throwing a tantrum as he faded away. Robotnik simply rolled his eyes at the childish display before he faded away as well. 

Vader gave one last breath before returning to his own universe. 

Electro sighed as he faded away, returning to his home. 

Shredder's eyes glowed bright as he faded away. 

Infinite clenched his fists as his body faded away. 

Green Goblin gave one last maniacal laugh before he two faded away. 

Sephiroth closed his eyes and chuckled deeply as he began fading away. He opened his eyes and smirked at the heroes. 

"Well played." 

Sephiroth then faded away. 

The runes around Strange faded away, it was done. The spell was complete, everyone was sent back to their original universes. Strange floated down to the ground with the Time Stone in his hand. He and the other heroes turned to see Twilight and Tempest sitting next to Starlight's body. 

As they approached the two mares, Twilight turned around to Strange and glanced at the Stone. 

"C....Can the Stone...." Twilight asked softly. 

Strange shook his head, "It can, but Starlight's soul has entered the Soul Stone. Normally we could retrieve her soul from the Stone, but due to it's recent corruption by Sombra, it cannot be reobtained. I'm sorry, but she's gone." 

Twilight turned back around and started bawling over the loss of her friend. Thinking quickly, Sonic approached the distraught mare and kneeled next to her. He placed his arm over her and pulled her close, letting her cry into his chest. 

As the heroes mourned over the loss of their ally and friend, it finally dawned upon all of them. They may have won, but they also lost at the same time. 

All was silent, the only thing being heard for miles was Twilight's sobbing. 

Starlight may be gone, but the impact she had on everyone around her would be remembered. 

Forever and ever. 

End Of Arc 3
> Into The Dark Dimension (Part 1)
> --------------------------------------------------------------------------

A few hours before Starlight Glimmer's death 


A few minutes had passed since Sonic, Spider-Man, and Twilight Sparkle had left the tower to go to The Raft to stop the prison break. Dr. Stephen Strange was currently opening a portal back to the Sanctum Sanctorum to try and not only find more Multiversal Trespassers, but also try and find any more Infinity Stones. 

He was close to opening the portal, but he was suddenly interrupted by a sudden voice. 

"Dr. Strange!" 

The sorcerer turned around to see both Celestia and Luna making their way towards him. 

"Celestia, Luna," he greeted as he nodded to the two of them, "What can I do for you?" 

Celestia and Luna looked to one another before turning back to Strange, "We figured that you could use some help in locating the Infinity Stones." Celestia informed the sorcerer, "With our magical abilities combined, we could cover more ground." 

Strange folded his arms, "Well, the help would certainly be appreciated. But aren't you two needed here?" 

Luna shook her head, "The others are already formulating a plan to find the Stones. To be honest, we feel a little useless, so we thought that we could come with you and help out however we can." 

"Very well, but be warned, the Mystic Arts are not for the faint of heart. Are you two sure that you can handle this?" Strange asked the two Alicorns, wanting to be sure that they were ready for this. 

Celestia took a step forward towards the wizard, "We are." 

Strange nodded to the two of them, "Alright then. Let's proceed." 

"Those two aren't going alone." 

The three magic users turned to the doorway and saw Shadow the Hedgehog leaning against said doorway with Rarity standing in front of him. 

Luna looked at Rarity, "Rarity," she then turned to Shadow, "Sir Shadow." 

Celestia arched an eyebrow in confusion, "Wait, you two will be joining us?" 

Shadow stopped leaning against the doorway and folded his arms, "I was originally sent to the festival as a representative of G.U.N. If I were to let the two of you, who used to be royalty, travel to unknown territory alone, then that wouldn't look good on G.U.N or me for that matter." 

"I must admit, I feel like I haven't been as helpful as I should. I'm the bearer of the Element of Generosity, one of Equestria's defenders, and I've never felt so useless. So, I want to do my part and help out in whatever way I can. I may not be the best at magic, but that won't stop me from doing what's right. So, if I may, may I join you?" Rarity asked. 

Shadow rolled his eyes, "She's asking. I'm not." 

The two Alicorns smiled at one another before nodding to their two friends, "Of course you can join us." Celestia answered. 

Shadow and Rarity then walked over as Strange opened a portal to the Sanctum Sanctorum. 

"Come, my friends. We have much to do." Dr. Strange said to the group as he stood to the side to allow the group to enter the portal. 

Celestia led the group into the portal with a look of anticipation on her face. Shadow was the last to enter the portal before Strange himself walked into the portal and closed it. 



 

Death's Sanctuary, a lookout located in the nothingness that is the Desolate Realm. No signs of life whatsoever. All that exist within the Desolate Realm and neither alive nor dead. It is here where Mistress Death resides, watching over all of the souls that enter her realm. 

 

She rose from her throne of skulls and walked down the stone steps towards her whirlpool, where she could see every living being in every single one of the Nine Realms. As she gazed into the whirlpool, she felt the presence of another, which was strange since no one ever entered the Desolate Realm without her knowledge. 

What confused her even more was the fact that she didn't know who this strange presence was, which was impossible since she knows the names of every soul that has ever lived. 

"I know the name of every soul that has ever lived, died, or ever will...." she turned around to face the otherworldly presence, "Yet, I do not know yours, creature. Explain." 

It was then that a pair of glowing green eyes lit up in the shadows, which was soon followed by a figure that stepped out of the shadows, smiling a sick grin that just shouted Bad News. Death took notice of the figure, what caught her eye was the fact that this creature wasn't a bipedal. 



He was a Unicorn. 

King Sombra bowed politely as he addressed Death, "Mistress Death. I am King Sombra, and I am not of this realm." Sombra stood upright before slowly approaching Death, the Grim Reaper eyeing the Unicorn as he approached her, "My universe was once beyond your reach, but no longer due to a recent Convergence of three universes. Souls that were originally impossible to obtain, now are within your reach." 

Sombra placed a hoof onto his chest. 

"And I can give them to you." 

Death arched an eyebrow, "And what is it you seek in return?" 

Sombra gave her an evil smile, "Equilibrium." Death motioned for him to continue, "More live now than have ever died, in my universe, as in yours. They covet that which in truth they owe to you in tribute." 

Death nodded in understanding, "Their souls. What then do you propose?" 

"An exchange. I know you have the Stone of Souls in your possession, you give me the Stone, and I use it to not only fulfill my goals, but I can use it to fulfill your desires. I get the Stone, and you get millions of souls to do with as you wish." 

Death hummed as she considered the Dark King's proposal, "There is but one problem with your scheme." 

"Oh?" 

"There is one that desires the Stones, desires me, above all else. He will most definitely put a damper into your plans." 

Sombra scoffed as he waved his hoof dismissively, "Worry not about Thanos. Once I have achieved my goal, none shall stand against me." 

After a few moments of consideration, Death smirked, "This could be entertaining." She thought to herself as she opened the palm of her hand. 

The Soul Stone suddenly appeared in her hand, which made Sombra grin even more. Sombra grabbed the Stone with his magic and placed it in his hoof. 

"Remember, I get what was promised to me, and in exchange you get to use the Stone to your hearts content. Do not cross me, mortal, otherwise I shall tear your soul from your body." Death threatened. 

Sombra gave her a smile, "You know, I would actually be worried, IF I had a soul." 



 

As Dr. Strange walked up the staircase leading to the upper floors of the Sanctum Sanctorum, Celestia and the others were admiring the various magical artifacts in Strange's collection. Rarity approached an old looking book and eyed it with curiosity. 

She then shrieked in fear as an eye opened up on the cover of the book. 

Shadow folded his arms as he looked at the Cauldron of the Cosmos with a hint of interest. He then proceeded to follow Stephen up the staircase, growing bored of looking at the various artifacts. 

Celestia and Luna trotted past the La Macchina di Kadavus, an ancient relic used to contain spells that have become to powerful to stop. The two Alicorns then walked up the staircase with Rarity following close behind, still eyeing the book that spooked her. 



 

Strange crossed his legs as he began to float into the air, the Book of Cagliostro hovering in front of him. Shadow and the others watched on in curiosity as the book opened up, flipping through various pages until it stopped at the page Strange wanted to use. 

"What are you doing exactly?" Shadow asked as he began walking around Strange, continuing to observe the Master of the Mystic Arts. 

Strange, who had his eyes closed as he began to focus, replied, "This book holds millions of spells within its pages, I am hoping to find a spell that may be able to help us in locating any Multiversal Trespassers or any of the Infinite Six." 

Rarity looked amazed, "Wow, I must say darling, that is quite an idea." 

"Do you really think that there is a spell within those pages that could aid us in our mission?" Luna asked as she took a step forward towards Stephen. 

Strange opened his left eye and gave Luna a confident smirk, "I highly doubt that there isn't something that could help us." 

As Strange closed his eye once again, Rarity couldn't help but critique the sorcerer's outfit, "I must say, darling, but that outfit you are wearing, it has potential. Although the cloak could use some work. Maybe I could add some gemstones to make it stand out more?" 

As she slowly approached and attempted to touch the cloak with her hoof, the cloak suddenly slapped her hoof away, startling the Fashionista enough to stumble back in fright and land on her rump as she rubbed her hoof with her other hoof. 

Strange turned his head and gave Rarity a sly look, "I think the cloak and I are good, thanks." 

Rarity harrumphed and pointed her nose upward, "Well I never." 

As Celestia covered her mouth with her hoof to try and suppress a giggle, and failing terribly at that, Shadow sighed as he rolled his eyes. 

"Can we all just shut up and let him focus. We're on a mission, not a questionnaire." Shadow said in an irritated tone. 

While Luna and Rarity glared daggers at the Hedgehog, Celestia simply rolled her eyes with a smirk on her face at the seriousness of the Hedgehog. 

But suddenly, various car alarms sounded off outside the Sanctum Sanctorum, catching the attention of everyone present inside the building. Screams of terror soon followed the car alarms, signifying that something was going on outside, something bad. 

Strange uncrossed his legs and stopped hovering in the air. He waved his hand in front of the book, causing the book to vanish into thin air. 

"It appears that there is a situation going on outside." Strange said as he addressed his allies. 

"What else is new." Luna grumbled under her breath. 

Shadow turned around away from everyone and began walking away as he said, "Well, are you all just going to stand there or are you going to do something about it?" 

Shadow then teleported outside the Sanctum Sanctorum, not wasting anymore time. The others took the hint and rushed out of the room, making their way down the staircase and towards the door. 



 

As Strange and the others walked out of the Sanctum, they saw several cars either flipped over or engulfed in flames. There were various cracks in the road and almost all of the streetlights were knocked over. They all turned to their left and saw Shadow directing civilians to safety. 

Shadow then saw a woman trip over, giving him cause to rush over and help her up. 

"Are you injured?" Shadow asked, the woman shaking her head in response, "Okay, go and get to safety!" 

The woman nodded and bolted to her feet, rushing away from the danger as Celestia and the others rushed over to the Hedgehog. A sudden shriek caught the attention of Celestia and Luna. They turned their heads and saw falling pieces of debris from the building behind them were about to crush a family of four. 

The two Alicorns quickly lit up their horns, casting a protective barrier over the family, saving them from being crushed. The family quickly took the hint and made their escape. 

"THANK YOU!!!" The mother shouted as they ran away. 

Celestia and Luna's horns dimmed as the barrier vanished, allowing the debris to hit the ground. They then turned around and made their way towards the intersection, where the other heroes were currently running towards. Once the two Alicorns caught up with their friends, they took in the sight before them. 

A portal as black as night was in the middle of the intersection, allowing various stone like beasts to enter their converged world. 

Strange frowned upon seeing the stone creatures. 

 

"Mindless Ones." Strange said as the Mindless Ones slowly approached the heroes from the portal. 

Rarity turned her head and looked up at the sorcerer, "'Mindless Ones'?" She asked, wanting clarification. 

Strange looked down at the Unicorn and explained, "Mindless servants to the Dread Dormammu, ruler of the Dark Dimension. They do his bidding without question. If they are here, then their master has begun his invasion of this dimension." 

Luna flared her wings, "That will not be happening!" 

Celestia did the same, "I concur, sister! These mindless beasts shall not roam free in this realm!" 

Shadow cracked his knuckles as he took a step forward, "I'm going to check and see if these 'Mindless Ones' are really mindless." 

Rarity tilted her head in confusion, "How?" 

Shadow turned his head back to face the Unicorn, "By cracking their heads open." 

Shadow and Luna then shot forward towards the Mindless Ones with the others following close behind. 

 

Shadow skated forward towards a Mindless One, throwing multiple Chaos Spears at the stone beast. But to his surprise, his Chaos Spears only managed to make it stagger slightly. He frowned and boosted forward at a faster speed. He then jumped into the air and hit it's face with a Homing Attack, flipping over it as he uncurled. Once he landed behind the Mindless One, he turned around, expecting it to go down, but to his shock, the Mindless One simply turned around to face the Ultimate Lifeform. 

"Oh, son of a--" Shadow muttered before being blasted in the chest by an Ocular Blast. 

Rarity fired a blast of magic at the back of a Mindless One, but due to her magic not being as strong as one would think, it barely made the Mindless One stagger. The stone monster turned around and fired an Ocular Blast, causing Rarity to quickly cast a shield spell, but the shield shattered instantly and sent the Unicorn flying back. 

Rarity crashed into the side of a burling car before landing on the ground. She shook her head and got back to her hooves, not willing to give up. 

Dr. Strange floated above a Mindless One and begun casting a spell, "By the Crimson Bands of Cyttorak!" It was then that red bands appeared around the Mindless One and held it in place. He then turned his head slightly and shouted to Celestia and Luna, "NOW!!!" 

The two Alicorns then took to the air and fired two beams of magic at the Mindless One. Once the two beams made contact, the Mindless One broke apart into little tiny pieces. 

Once Dr. Strange landed on the ground, he turned around to face two Mindless Ones. 

As the two stone monsters fired two Ocular Beams, Strange quickly casted a shield spell that blocked the attacks. Once the two Ocular Beams ceased firing, Strange made some motions with his hands, transforming the shield into a buzz saw. He then sent the buzz saw flying right towards the two Mindless Ones. 

The magical buzz saw then cut the two Mindless Ones in half. 

Shadow was getting angry. 

He was currently surrounded by four Mindless Ones, he was cornered on all sides, he had no way out. The Mindless Ones then prepared to fire their Ocular Blasts. But before they could, a piece of rubble struck one of the Mindless Ones in the back. 

It turned around to see Rarity panting heavily as sweat dripped down her forehead. 

Now was his chance. 

Shadow removed his Inhibitor Rings, causing him to be engulfed in a fiery red aura. The Mindless Ones were about to attack, but they never got the chance. 

"CHAOS BLAAAASSST!!!" 

All four Mindless Ones were completely obliterated in the resulting explosion. 

(End song) 

Shadow panted heavily as he fell to one knee, that Chaos Blast took a lot out of him. 

Luna flew over and landed next to her friend, "Are you well, Sir Shadow?" 

Shadow nodded as he got back to his feet. He put his Inhibitor Rings back on as they all faced the portal, the Mindless Ones kept coming. 

Strange and the others made it over to Shadow and Luna, with Strange saying, "They're not going to stop. Whatever ones we destroy, they'll just be replaced with more until we are overwhelmed." 

"Then what can we do?" Celestia asked the Master of the Mystic Arts. 

Strange glared at the portal as he took a step forward, "We have to go into the Dark Dimension and confront Dormammu. It's the only way to stop this invasion." 

"We'll be walking right into enemy territory." Shadow stated the obvious. 

Rarity gave the Hedgehog a sly smirk, "Yes, but when has that stopped us before?" 

Shadow shrugged his shoulders, "Fair point." 

Strange floated over the group and made his way to the portal, "Come, my friends! Time is of the essence!" 

They all nodded and followed the wizard into the portal, not noticing that the air around them began to feel.... 

Dead.
> Into The Dark Dimension (Part 2)
> --------------------------------------------------------------------------

The roar of a motorcycle could be heard for miles on end, its tires leaving scorch marks as it traversed through the Dark Dimension. The motorcycle skidded to a stop, the flames behind it still burning with glory and vengeance. The motorcycle gave one last roar before turning off. 

The owner of the bike placed his boot on the center stand of the bike, ensuring that the bike stays upright and doesn't topple over. He then got off the bike and took in his surroundings, the Dark Dimension, this is where he was called to, where the lost souls have ended up. 

They deserve vengeance, and he would get vengeance against the one responsible. 

He clenched his fists as the flame around his skull thickened. 

 

Ghost Rider would not let this atrocity go unpunished. 

His attention was caught however by a green portal that opened to his left. He turned to the portal and saw a figure walk out of it with a serious look on his face. 

 

Baron Mordo turned to the Spirit of Vengeance and gave the him an evil smirk. 

"Well, it appears that I was not the only one called here." Mordo stated the obvious. 

Ghost Rider glared at the villain as he spoke, "A million innocent human souls have been stolen from Earth. I seek vengeance against the one responsible." 

Mordo smirked, "And you believe that I am the cause of this?" 

Ghost Rider took a step closer to the villain, "You are guilty of many things, Mordo, but not of this." 

"Well look at that, you're smarter than you look." 

"Why are you here, Mordo? You're wasting my time." 

Mordo glared daggers at the Spirit of Vengeance, "You dare speak to me in such a manner?!" 

As Mordo's hands lit up with magic, Ghost Rider removed his chain from his torso. Mordo's eyes glowed green as he gave Ghost Rider an evil smile. 

But before any of them could attack, a dark portal appeared in between them, halting their movements. It was then that Dr. Strange stepped out of the portal, who was soon followed by Shadow, Rarity, Celestia, and Luna. The heroes then took notice of both Ghost Rider and Baron Mordo. 

Strange turned to Mordo and glared at his nemesis, "Baron Mordo." 

Mordo's eyes stopped glowing, as did his hands, "Stephen Strange. You dare set foot in the Dark Dimension?" 

Strange gritted his teeth, "Only to stop your master from invading!" 

"ENOUGH!" 

They all turned to Shadow, who was in a less than happy mood. 

"We are wasting time! We need to move, now!" Shadow ordered in a commanding tone. 

Strange turned to Shadow and nodded, "I quite agree," he then turned to Mordo, "Why are you here, Mordo?" 

Mordo folded his arms, "That invasion of Mindless Ones was not my masters doing. Someone is using the Mindless Ones for their own bidding. I do not know how, but they are, and they shall pay for this with their life." 

Strange stroked his chin in thought, "It appears that the Convergence has left Dormammu weakened, that is why the Mindless Ones were so easily swayed." Strange then turned to Ghost Rider, "What about you, Ghost Rider? Why are you here?" 

Ghost Rider folded his chain over his torso as he spoke, "I sensed an evil presence, feeding on the souls of Earth. Many lives have already been taken by this unseen malevolence." 

Luna tilted her head as she asked, "How many exactly?" 

"Millions of lives have been lost." 

Everyone's eyes widened at this revelation, including Mordo's, this was just horrific. 

"I have a feeling that these events are connected." Shadow stated. 

Celestia nodded in agreement, "I agree. Whoever is sending the Mindless Ones appear to be also claiming the lives of millions of souls." 

Luna gritted her teeth in anger, "This evil deed must not go unpunished!" 

"Such a cruel act. What kind of monster could do such a thing?" Rarity asked herself. 

Strange faced Mordo, "Mordo, we face a common enemy. Let us put our differences aside and cleanse this evil together." 

Mordo placed his arms behind his back as he considered his enemy's proposal. He lives to serve Dormammu, and someone has committed an act of treason against his master. He could deal with Strange later, after he deals with this unseen evil. 

"Very well, Strange, we shall join forces....for now." 

Ghost Rider then walked over to his bike and started it up, "We are wasting time! Vengeance must be given against the one responsible for this!" 

Ghost Rider then rode past the group, his tires leaving flames in his wake. 

"I wish my bike could do that." Shadow thought to himself before joining everyone else and following the Spirit of Vengeance. 



 

As the group followed Ghost Rider through the Dark Dimension, Shadow boosted a little to catch up to Dr. Strange, who was flying through the air thanks to a spell he casted. 

"Strange." Shadow said, getting the wizard's attention. 

Strange turned his head and nodded to Shadow, "Shadow, what can I do for you?" 

"This 'Dormammu', who exactly are we dealing with here?" Shadow asked. 

"Dormammu is an interdimensional deity with God like power. He wields frighteningly tremendous supernatural power of apocalyptic proportions. He seeks to conquer every dimension in the Multiverse, I make sure that doesn't happen." 

"Can we beat him here?" Shadow asked. 

Strange shook his head, "His power is drawn from the Dark Dimension. It is impossible to destroy him in his own domain. But he is vulnerable in other dimensions, but he will just retreat back to his domain before we could get the chance to destroy him completely." 

Shadow turned his head forward as he continued to skate after Ghost Rider, "So the odds are not in our favor." 

Strange also turned his head straight as he replied, "I'm afraid not. But I am curious, Dormammu isn't the current threat here, why did you wish to know about him?" 

Shadow's face showed complete and utter focus, "You can never be too careful." And with that, Shadow boosted forward with Strange following the Hedgehog. 

As they all followed the Spirit of Vengeance, Rarity, who didn't have super speed of any kind, turned to Ghost Rider as she rode on Celestia's back. 

"I must say, darling, that jacket is rather...oh what's the word.....garish. Perhaps I could fit you with a new attire?" 

Ghost Rider didn't even acknowledge her as he accelerated his motorcycle, not wanting to discuss this with the Unicorn. 

Rarity pouted, "How rude." 

Celestia, who was listening in, placed a hoof over her mouth as she giggled, much to Rarity's displeasure. 



 

Ghost Rider suddenly came to a stop as he saw a disgusting sight before him. A wormhole made out of organic flesh with with boney spikes protruding from it. This thing looked like it was swallowing the strands of orange essence that was entering it. 

Ghost Rider glared at the creature, it was devouring souls. 

The others arrived just as Ghost Rider got off his bike, all looking at the sight before them with disgust. 

But as they all approached the creature, something caught Luna's eyes, or rather someone. 

"Sister! Look!" 

The solar sister looked to where Luna was pointing, causing her eyes to widen as she saw a familiar dark Unicorn. Rarity and Shadow soon looked over and saw what surprised the Alicorns. Rarity's eyes widened while Shadow merely glared as he clenched his fists. 

"Is that....?" Rarity asked, already knowing the answer. 

It was then that the Soul Stone caught Celestia's eyes, "And the Stone of Souls." She took a step forward, "SOMBRA!!!" She shouted, getting the dark Unicorn's attention. 

Sombra turned around and gave the Alicorn a sick and twisted grin, "Celestia! Look on and marvel at my creation!" 

Strange took a step forward, "It is an abomination!" 

Sombra shook his head as he explained, "No! It is a weapon! A Cluster! Fed upon a million souls!" 

Ghost Rider clenched his fists, "So many innocents sacrificed." He said in disbelief. 

"And it is still not enough for me to achieve my goal! That will require a MILLION MORE!" 

The Ponies couldn't believe it. Sure Sombra was evil, possibly the most evil being in all of Equestria, but this? This was pure and utter insanity. 

Luna trotted up next to her sister, "Sombra, you have always been an evil creature. B-but this?! This isn't just evil, this is insanity! Irredeemable! The Soul Stone has corrupted you beyond redemption!" 

Sombra shook his head in response as he scoffed, "No, Luna, it has let me see the truth. What matter a million souls--A BILLION--when half of all souls face extinction?! I shall restore balance between life and death! It is time for the kingdom I was destined to rule, TO RISE!!!" 

As Sombra spoke, black veins began appearing around his face, all stemming from his eyes and mouth, furthering the corruption of his already twisted mind. The insane Unicorn then took notice of Baron Mordo and got a twisted idea. 

"Perhaps a demonstration is in order." 

Sombra then raised the Soul Stone in front of him with his magic. The Soul Stone then lit up as it began to suck the life out of Baron Mordo. The evil sorcerer fell to his knees as his skin began to decay, the life literally being sucked right out of him. Shadow threw a Chaos Spear at the evil Unicorn, but thanks to The Cluster, a protective barrier was formed around Sombra. 

As the Soul Stone finished draining Mordo's soul, the evil sorcerer fell to the ground, dead. 

Sombra then aimed the Soul Stone at The Cluster and fed the organic abomination Mordo's soul. 

"Ahh, yesssss. I just need a few more souls, and then my debt to Death is cleared. Soon, my goals shall be achieved, and this entire world shall be shrouded in darkness!" Sombra declared as his voice started to become distorted. 

Ghost Rider took a step forward, the ground beneath his foot bursting into flames, "You shall suffer a fate worse than death for this atrocity." 

Strange's hands then lit up with magic as he faced The Cluster, "All of you, get that Stone off of Sombra! I will deal with The Cluster." 

"First, sorcerer...." An evil and distorted voice shouted out to Strange. 

Dr. Strange turned to his left to see a fiery portal appear out of nowhere. From within the portal, the Dread Dormammu walked out slowly and menacingly towards his enemy. 



"You must deal with me." Dormammu said menacingly to his enemy. 

"Dormammu." Strange said sternly as he turned his body to his enemy. 

However, Sombra didn't seem surprised to see the ruler of the Dark Dimension, "Hmph. Took you long enough." 

Dormammu turned his flaming head to the dark Unicorn, "Silence, fool! While our alliance still stands, I will not hesitate to kill you where you stand." Dormammu replied to Sombra, revealing that the two villains are working together. 

"You two are cohorts?! And you allowed Sombra to kill your servant?!" Luna asked in surprise and fury. 

Dormammu chuckled as he crossed his arms, "Mordo was expendable, as are all those who are beneath me." 

Luna glared at the dark being, "THOU HAVE NO HONOR!!!" Luna shouted using the Royal Canterlot Voice, unknowingly using her royal form of speech. 

"Silence your tongue, horse, otherwise I will rip it from your throat." Dormammu then turned to Dr. Strange, "You were a fool to come here Strange. This place shall be your grave." 

"Tell me, Dormammu, why forge an alliance with Sombra?" Strange asked his nemesis. 

"A temporary alliance. I allow this fool to use my realm for his goals," Sombra snarled at the demon for calling him a fool, "In exchange, he leads my forces into your realm to continue my conquest of every single universe in existence." 

A smirk grew on Strange's face, "Mordo was right, The Convergence has left you weakened, Dormammu." 

Dormammu opened the palm of his hand as it was engulfed in flames, "Yet still more powerful than you." 

Dormammu then snapped his fingers, summoning a barrier of fire around Sombra and The Cluster. The dark being laughed sinisterly as he slowly approached the group of heroes. 

"I'll burn you to ash!"

Strange and the other heroes readied themselves for battle. 

"We shall see." Strange replied as he flew forward towards Dormammu.
> Into The Dark Dimension (Part 3)
> --------------------------------------------------------------------------

 

Dormammu raised his arms into the air, creating pillars of flames that caused the heroes to split up. Dormammu aimed his palm at Strange, ready to attack, but a metal chain that wrapped itself on his forearm prevented him from attacking. Dormammu turned his head to see Ghost Rider, holding onto his chain to make sure that Dormammu couldn't attack. 

Before Dormammu could attack the Spirit of Vengeance, he was blasted in the chest by Celestia, sending him back a few feet. As Ghost Rider pulled back his chain, he put two fingers in his mouth and whistled. Dormammu then heard the sound of a muffler behind him. He turned around and quickly teleported away as Ghost Rider's motorcycle tried ramming into him. 

Dormammu reappeared in the air and hurled two fireballs at Shadow and Rarity. 

The two quickly moved out of the way to avoid the two balls of flames. Shadow then teleported behind Dormammu and tried roundhouse kicking the demon to the ground. But Dormammu saw this coming and grabbed Shadow's leg with his hand before tossing him down to the ground below. 

Dormammu then quickly dodged two Magic Discs that were thrown by none other than Dr. Strange. He then threw two fireballs back in response before teleporting away in a whirlwind of fire. He reappeared behind Strange and prepared to fire a blast from his hands, but he was suddenly blasted to the ground by Luna. 

Dormammu landed on the ground standing upright and summoned a tornado of fire. He then pointed his arm towards Luna, who had just landed back down on the ground, and sent the tornado of fire hurdling right towards her. 

Luna quickly took to the air as the tornado passed under her. She then lit up her horn and created a ramp with her magic. Ghost Rider, now riding his bike, rode up the ramp and flew through the air towards Dormammu. He swung his chain around through the air a few times before throwing the chain around Dormammu's neck. 

Once Rider landed from the jump, he pulled Dormammu across the ground as he rode his bike. 

Dormammu snarled before he teleported out of the chain's grip on his neck. He then appeared again, this time hovering in the air. Dormammu then summoned a portal of darkness that loomed over the battlefield. 

Then all of a sudden, multiple dark projectiles shot down from the portal and onto the battlefield. While Dr. Strange and the Alicorns summoned shields to protect themselves, Shadow skated along the battlefield, swaying left and right to avoid the deadly projectiles. 

Rarity quickly galloped over to Celestia and joined her under her shield to avoid being hit by Dormammu's projectiles. Ghost Rider simply swung his chain above his flaming skull and destroyed any projectiles that came his way. 

Dormammu snarled as the portal disappeared and the projectiles ceased. 

The demon landed on the ground and turned to his arch nemesis, Dr. Strange. The two stared each other down before making their moves. Dormammu shot flames from the palms of his hands while Strange summoned a portal in front of him, which fired a laser like beam from within the portal. 

The two beams met in the middle. Strange gritted his teeth as he tried overpowering Dormammu. The dark being laughed at his enemy as he overpowered his nemesis. But suddenly, the tides were turned as two beams of magic began aiding Strange. 

Celestia and Luna put their all into their beams of magic. 

Dormammu was stunned, his power was being made a mockery out of. His power was being overwhelmed. Impossible! The three beams of magic finally overpowered the dark demon and struck him in the chest, launching him across the battlefield and crashing into a stone pillar. 

Dormammu tried getting back up, but he knew that without the full power of his magic, this battle was not going to be won. As he rose to one knee, he slammed his fist on the ground in anger before standing up to full height. He glared daggers at Strange before retreating in a whirlwind of fire. 

(End song) 

The battle was won, but they knew that their mission wasn't over. As the barrier surrounding Sombra evaporated into nothingness, the group of heroes wasted no time and regroup in front of the dark Unicorn. Sombra turned around and gazed upon the group of heroes with an insane grin on his face. 

"AHAHAHAHAHAHAHA!!! It's beautiful." Sombra declared as The Cluster began to split apart, it's fleshy form creating this sound that just sounded wrong as it split in two. 

As the flesh like abomination split apart, Sombra used his magic to summon a portal above The Cluster. Once the portal was summoned, a swarm of souls shot up from The Cluster and flew straight up into the portal. As this was happening, Sombra used his magic to hold the Soul Stone in front of him and began draining The Cluster of the remaining souls inside it. 

Once The Cluster was empty, the meaty soul catcher turned to dust as Sombra laughed in victory. 

"My debt to Lady Death has been paid, now it is time to collect my reward!" Sombra exclaimed before turning around and creating a dark portal with his magic. 

Shadow knew that he was trying to escape, he wasn't going to let that happen! He dashed forward in hopes of catching the dark Unicorn, but he just barely made it before Sombra made his escape. Once the portal vanished, Shadow clenched his fists in anger. 

The Hedgehog turned to his allies, "He's gone." 

"The battle is lost." Ghost Rider said in a solemn tone. 

Luna turned to Strange, "It may be in our best interests to return to the Sanctum and formulate a plan." 

"I quite agree." Strange agreed as he began summoning a portal on the ground. Once the portal was summoned, the group of heroes jumped in, returning to the Sanctum Sanctorum to try and come up with a plan to stop Sombra. 



 

Sombra stepped out of the portal with an insane grin on his features. As the portal closed behind him, he glanced down at the Soul Stone and gazed into it for about a minute or so. He was entranced by it, he couldn't stop looking. It felt like it was calling to him. 

He eventually stopped gazing into the pebble of souls and looked straight forward. His goal was right there in front of him, he was so close to claiming what he was rightfully entitled to. Ultimate power was right in his grasp, all he had to do was take it. 

Sombra took in a deep breath before exhaling, "At last, the very place holding what will allow me to claim my throne." He gazed out into the distance as he smiled, "Hollow Shades. Share your secrets with me." 

Sombra then began walking towards the very place that held his goal. 

The Well Of Shade.
> Shade (Part 1)
> --------------------------------------------------------------------------

Dr. Strange rushed through the portal as the other heroes followed closely behind him, not wanting to waste time in locating Sombra and the Soul Stone. Just as the portal closed, Strange had already begun using the spell he was working on to try and track the Soul Stone. 

As the spell began to do its magic, literally, an orange, magical map appeared in front of Strange. This map showed various locations in the newly Converged universe, such as Equestria, New York, Station Square, every location from the three individual universes were now shown on this magical map. 

As Strange began to focus his magical energies into locating the Stone, the map zoomed in on a location that caused Celestia, Luna, and Rarity to gasp. 

Shadow turned his head to the mares, "What's wrong?" 

The Equestrians turned to the Ultimate Lifeform with horror written on their faces. 

Celestia sighed heavily, surely Sombra wasn't dumb enough to release him, right? She looked at the Hedgehog with a stern expression, "The location you see now is known as Hollow Shades, a dark pocket in Equestria." 

"It was there that we defeated a creature known as The Pony Of Shadows." Rarity added. 

"Pony Of Shadows?" Ghost Rider said, wanting further clarification. 

The three mares nodded before Luna continued for Rarity, "The Pony Of Shadows is a being of pure darkness. It only knows pain, suffering, and sadness. The Pillars of Equestria and the six Element Bearers managed to free Stygian, the Pony that was host to the creature, and managed to seal The Pony Of Shadows away forever." 

Celestia turned her head to the map, "There is only one reason that Sombra would go to Hollow Shades. He plans on going to the Well of Shade." 

Shadow took a step forward, "He plans on releasing it." 

Strange, who had been listening as he focused on the spell, finally asked, "What happens if The Pony Of Shadows is released?" 

Luna looked at the wizard with a solemn expression before replying, "If The Pony Of Shadows is released into our world once more, then this entire world will be engulfed in pure darkness." 

Celestia stared at the ground as she spoke, "The sun will be forever blocked, plants and crops will die, and soon, this entire world will die, as well as everyone on it." 

"But how will he release it? The Elements Of Harmony ensured that he would be sealed away forever." Rarity stated to the others.

Ghost Rider folded his arms over his chest, "He intends on using the souls he has stolen to release this creature. After all, what is more powerful than millions of souls?" 

Shadow turned to Luna, "Could he do that?" 

Luna sighed as she nodded, "That is why he needed the Soul Stone, he needed something far more powerful than the Elements to break the demon free." 

Strange ceased using the spell, causing the map to disappear, before he walked over towards the large window in the Sanctum and staring outwards. 

He then turned around to the other heroes and spoke, "Well, then we'll just have to make sure that he doesn't get the chance to release this creature." 

Strange then performed some hand motions, summoning a portal in front of the group which led to Hollow Shades, specifically the Well of Shade. 

Everyone turned to the portal and eyed it with an intense glare before making their way towards it. Shadow led the group as he was the first to enter the portal. 



 

Shadow stepped out of the portal, entering the Well of Shade before anyone else. As the others stepped through the portal, Shadow was already charging up a Chaos Spear as he glared daggers at the sight ahead of him. 

As the portal closed, everyone saw Sombra ahead of them, already using the Soul Stone to try and release The Pony Of Shadows. Sombra laughed maniacally as the storm of souls was beginning to open a portal, which would allow The Pony Of Shadows to enter their reality. 

Celestia stomped her hoof on the ground, her golden horse shoe clanging against the stone ground, getting Sombra's attention. 

Celestia flared out her wings as the dark Unicorn turned around, "SOMBRA!!!" She called out using the Royal Canterlot Voice.

Sombra gave the group a wicked smile, "Ah, Celestia. I'm so glad that you are here, now you can witness as my righteous victory is achieved at last!" 

Luna took a step forward, "Sombra, you wretched demon! You were already corrupted enough as it is, now the Stone of Souls has corrupted you even more!" 

Sombra shook his head, "No, Luna. It has allowed me to cull the herd, Humans, Ponies, Mobians, what does it matter?! To me, they are nothing but cattle in which greater powers feed, I am a being of greater power, so why can't I enjoy what is essentially my right?" 

Ghost Rider took a step forward as he pointed a finger at Sombra, "You will endure the suffering of every one!" 

Sombra reeled his head back and laughed, "Endure it? No, I will SAVOUR it! These souls should feel honored that they are servicing their leader! Through my leadership, this new world will thrive!!!" 

Shadow barked a laugh as he took a step closer towards Sombra, "Sorry, but I don't see any leadership here! All I see is a psycho who's latched onto an excuse to kill people, and who's so STUPID, he doesn't even realize he's being used by the Soul Stone!" 

Sombra gritted his teeth in anger while he glared daggers at the Hedgehog, "Big talk coming from a dead man!" 

As they all continued to argue, the portal began expanding thanks to the Soul Stone. As the dark portal grew wider, multiple dark tendrils slithered out of the portal and clung to the sides of the portal. 

Sombra turned his head slightly and saw the six tendrils, causing him to smile like the insane Unicorn he is. He laughed insanely as he turned back to the group of heroes. 

"AHAHAHAHAHAHA!!! Look upon my victory, fools! I will not be denied my kingdom, not again!" He turned around to face the portal, "How does it feel, Celestia? To know that you have failed?" 

It was then that the six tendrils shot forward towards Sombra and latched onto him. 

Celestia's face turned to one of fear as the darkness began surrounding the Crystal King, "The Pony Of Shadows is trying to merge with Sombra! STOP HIM!!!" 

Shadow shot forward at high speeds and leapt up into the air, curling into a ball and striking one of the tendrils with a Homing Attack. But as he struck the tendril of darkness, his mind was suddenly bombarded with visions. No, not visions. Memories. 

His memories. 

He saw visions of him breaking into a frozen base. He saw a vision of him and Rouge approaching what appeared to be a scepter. He then saw a Hedgehog that looked just like him, but this Hedgehog was grey and had no mouth, his eyes were also green slits. 

As the flashes ended, he was launched away by an unseen force. 

He landed in front of the group, panting heavily as he tried to process what he saw. Those were his memories, but he doesn't remember participating in any of those events. Who was that Hedgehog? What is going on? 

His train of thought was cut as he heard Rarity approaching him, "Shadow, darling, are you alright?" 

She didn't get a response, as insane laughter prevented the Hedgehog from replying. Everyone's attention was brought towards the swirling storm of darkness in front of them. 

As the storm of darkness began to dissipate, Sombra began walking out of the darkness with an insane grin on his muzzle. His eyes glowed white as his newly acquired, bat like wings flared open. 

 

Sombra laughed insanely as he held the Soul Stone in front of him with his magic. The Stone was then suddenly covered in black veins. Sombra was corrupting the Soul Stone, preventing any of the souls he captured from being freed. 

"NOW DO YOU SEE?! THE SOULS WITHIN THIS STONE SHALL NEVER BE FREED!!! YOU HAVE LOST!!! THIS IS MY WILL, YOUR KING'S WILL!!! KNEEL BEFORE SOMBRA!!!"
> Shade (Part 2)
> --------------------------------------------------------------------------

 

Sombra laughed hysterically as he took to the air with his bat like wings and fired a beam of darkness from his horn, hoping to at least hit one of the heroes before him. While the two Alicorns quickly took to the air to avoid the beam of darkness, Shadow quickly grabbed Rarity and teleported her out of harms way while Ghost Rider threw his chain and wrapped it around one of the many columns in the Well of Shade and hoisted himself towards it to avoid being hit. 

Dr. Strange merely summoned a protective barrier around himself and blocked the beam of darkness, angering Sombra. 

Sombra ceased firing the beam of darkness and quickly turned his attention to the two Alicorns flapping their wings before him. Celestia and Luna then fired beams of magic from their horns, aiming directly at Sombra. The twisted amalgamation of dark magic and darkness itself quickly summoned a web like barrier around himself to block the attacks. 

Although Celestia and Luna gave it their all, it wasn't enough as the web like barrier suddenly exploded outwards, creating a shockwave of darkness that sent the two sisters back, crashing into the wall on the other side of the Well of Shade. The two Alicorns landed on the ground harshly as Sombra quickly dove downwards, ready to finish them. 

The two Alicorns would've been done for had it not been for Ghost Rider, who wrapped his chain around Sombra's neck and used the chain to slam the twisted abomination on the ground. Before Sombra could recover, Ghost Rider pulled the dark being over towards him by yanking on his chain. 

Ghost Rider grabbed Sombra by the neck once he was right in front of him and breathed fire from his mouth right into Sombra's face, causing the dark creature to scream in pain. 

Sombra was done playing around, so he lit up his horn and created a shockwave of darkness that sent Ghost Rider flying across the room. The dark unicorn took to the air and lit up his horn once more. Suddenly, various crystal shards sprung up from the floor around Ghost Rider. 

Sombra gave the Spirit of Vengeance a twisted grin as the crystal all fired dark beams from their points and they each hit Ghost Rider in the chest, causing the vengeful spirit to roar in pain. 

Sombra barked a laugh, he was enjoying this. The suffering, the agony. It was delicious, he didn't want this to end. 

"So THIS is the so called Spirit of Vengeance?" Sombra rolled his eyes as he scoffed towards Ghost Rider. He then gave the Rider an unimpressed look, "I am unimpressed." 

But all of a sudden, Sombra felt a sharp pain in his left wing. He turned his head slightly and saw that a Mandela Disc had sliced right through it, thanks to Stephen Strange. Sombra roared a beastly roar as the crystals ceased firing at Ghost Rider. As Ghost Rider fell to one knee, Sombra's wing quickly grew back as he turned his body to face the Sorcerer Supreme. 

As Sombra charged forward towards Strange with an intent to kill, the wizard quickly summoned a glass like projection and sent it flying towards the approaching amalgamation of darkness. Sombra snarled as he smashed through the glass like projection, but in doing so, it thrusted him into a weird dimension where everything was was not the way it was supposed to be. 

Everything was either upside down, inward, or just plain floating around in mid air. 

Sombra looked around and snarled angrily, "What is this?! Where am I?!" 

"The Mirror Dimension," Strange's voice suddenly replied, even though he was nowhere to be seen, "Where I'm in control." 

Sombra was then suddenly pulled into a wall to his left, which instantly shattered when he impacted said wall. Sombra was falling through an abyss, where everything around him was spinning around him, appearing from out of nowhere, it was quite nauseating. 

Sombra had had enough of this little joyride, so he channeled all of his newly found power into his horn. He then roared as he released a burst of darkness which shattered everything around him, releasing him from the Mirror Dimension. 

The burst of darkness appeared to have been released into the real world as it sent Strange crashing into a column, which then fell right on top of him. Once Sombra realized that he had returned to the real world, he turned his body to see the column fall right on top of Strange. 

Sombra relished in the pain that was being displayed at this moment, "HAH! Your foolish dimension could not hold me! None of you are a match for me! I shall rule this wretched world, and none of you can do a thing to stop me!" 

"Are you sure about that?" 

Sombra turned around to the direction of the voice, only to be shoulder charged by Shadow, which sent the dark Unicorn flying across the room. As Sombra flew across the Well of Shade, he then noticed that he was approaching Rarity, who already had her horn ready. 

Sombra was then blasted in the chest by a beam of magic, curtesy of Rarity, which sent Sombra flying right back towards Shadow, who then delivered a nasty Roundhouse Kick to Sombra's face. The dark Unicorn then crashed into a wall behind him before landing harshly on the ground. 

As Sombra got back onto his hooves, he snarled angrily at Rarity before stomping his right forehoof on the ground. Before Rarity could react, a large, black tendril shot up from beneath her and slammed her against the ceiling. As the Unicorn crashed onto the stone floor, Sombra gave Shadow a sick grin as he stood upright. 

"So, Shadow the Hedgehog, you've seen my power, my GLORY, so I ask you, what do you think of me now?" When he didn't get a response, Sombra suddenly flew forward towards Shadow with an intent to pierce the Hedgehog's heart with his horn. Luckily for Shadow, he teleported away just before Sombra could do any sort of damage. 

When Shadow disappeared, Sombra halted his flight and landed on the ground. 

He then turned around to see Shadow reappear on the other side of the Well of Shade. Sombra snarled as he spoke, "I REPEAT! WHAT DO YOU THINK OF ME NOW?!" 

Shadow glared at the Unicorn with a cold expression as he replied, "That you're still the same self centered, wannabe tyrant you were before you merged with the Pony Of Shadows." 

Sombra didn't like that answer, so he fired a blast from his horn directly at Shadow. The Ultimate Lifeform smirked as he teleported behind Sombra and hit him with a Homing Attack, sending Sombra skidding across the Well of Shade. 

As Sombra turned around, Shadow continued to speak, "You call yourself a ruler, yet you act like a spoilt child who throws a tantrum when he doesn't get what he wants. You want power because you know that you're nothing but a reject, a pariah, you amount to nothing. You hope that if you're recognized as a ruler that you will finally mean something, but you won't. Do you want to know why? 

"Because deep down, underneath that massive ego, is a scared little colt who has no friends, no family, nothing of value whatsoever. You'll always be a hollow shell of loneliness, and you know that, but you can't accept it, can you? That's why you let your ego get the better of you, that's why you always lose. That's why you will never rule anything, you'll always be the very thing you wish you weren't. A loser." 

Sombra roared in anger as he stomped his right hoof on the ground, "NO! NO! NO!" 

Shadow decided to rub more salt on the wound, "So let me ask you this. Who's their own worst enemy?" 

Sombra flared his wings out as he shouted at the Ultimate Lifeform, "YOU DARE SPEAK TO ME IN SUCH A MANNER?! I AM YOUR KING! YOUR GOD! I HAVE THE POWER OF THE PONY OF SHADOWS! YOU'RE NOTHING BUT A SCIENCE EXPERIMENT GONE WRONG! I AM MORE THAN YOU'LL EVER BE! AND WITH THE PONY OF SHADOWS, I'LL FINALLY CLAIM WHAT IS RIGHTFULLY MINE!" 

"No." A sudden voice declared inside Sombra's head, "You won't." 

(End song) 

Sombra then began to feel his newly found power leaving him, which confused him greatly. 

"W-What are you doing?" Sombra asked the voice in his head as his wings began to fade away. 

Sombra's new form then faded away, returning him to his original form. 

"You have outlived your usefulness. I now have what I need to be whole again." The voice replied as it took its power back from Sombra. 

Once Sombra had returned to his original form, a cloud of darkness formed behind him, a pair of white eyes could be seen glowing inside the cloud of darkness. 

Sombra turned around to face the cloud that was the Pony Of Shadows, "Y-YOU CAN'T DO THIS TO ME!!! I FREED YOU!!! YOU HAVE TO GRANT ME YOUR POWER!!! YOU NEED A HOST TO SURVIVE!!!" 

The Pony Of Shadows chuckled darkly, "Not anymore." 

Sombra snarled as he lit up his horn, "YOU VILE, WRETCHED ABOMINATION!!! DO YOU KNOW WHO I AM?! I AM KING-" 

The crystal tyrant was cut off as a chain suddenly wrapped around his neck. He was then pulled over to Ghost Rider, who then seized the Unicorn by the throat. Sombra gulped as Ghost Rider pulled him closer to his face. 

"Look into my eyes." 

As Sombra stared into the Penance Stare, he felt the wave of agony and guilt for all the Ponies and other creatures that he has hurt. 

This was too much, he couldn't take it. 

He screamed. 

Once Sombra's voice faded out, Ghost Rider tossed him to the floor, where he laid in a catatonic state, never to recover. 

As Strange pulled himself out of the rubble and the two Alicorn sisters got back to their hooves, Shadow glared at the mass of darkness before him. As Rarity got back to her hooves, the Pony of Shadows quickly shot a tendril right into Shadow's shadow. 

It was then that Shadow's shadow disappeared, which wasn't possible. 

"I've waited so long for this moment. To finally see you again, Shadow the Hedgehog." 



It was then that Shadow's head began to feel like it was splitting in two. He grasped his head with his hands as more memories began flooding back to him. He saw a city, completely engulfed in flames and lava. He saw the Hedgehog that looked exactly like him, extending his hand to him. 

He saw himself along with Team Dark, fighting this Hedgehog, who had taken a crystalline form, and various clones of this mysterious Hedgehog. He saw Sonic, Silver, and himself, all in their Super Forms, fighting what appeared to be a God like creature in an endless void. 

He then heard the Hedgehog laughing like a madman as strands of fire circled around him. 

Once the visions ended, the cloud that was Pony Of Shadows began to take form. The cloud shrunk itself until it formed itself into a puddle on the ground. Shadow and the other heroes watched on as the dark puddle began to bubble. The puddle then rose up from the ground and began forming a body, one that was eerily similar to Shadow. 

Once the body was formed, the figure then began adding details to itself. It added the stripes on its quills as a purple aura surrounded it. 

Shadow clenched his fists as the figure took shape, "Who are you?" 

Once the creature that was once known as the Pony Of Shadows finished forming its body, its eyes then snapped open, revealing its lizard like eyes. 

 

"It's been a while, eh Shadow?" The figure that was once the Pony Of Shadows spoke eerily to the Ultimate Lifeform. 

As Shadow continued observing the figure before him, a name re-entered his head. One that he hadn't heard before, and yet, it was one that he knew all too well. Shadow clenched his fists tighter as he muttered the name of the being before. 

"Mephiles."
> Mephiles
> --------------------------------------------------------------------------



Mephiles and Shadow stared each other down for what seemed like an eternity, but in actuality, it was only a few seconds. Celestia and Luna quickly flew across the room and landed next to Shadow, both Alicorns glaring at the demon the entire time. 

"Sir Shadow," Luna addressed the Hedgehog, but didn't turn her head away from Mephiles, "You know this creature?" 

Shadow's eyes never left Mephiles for a single moment, "I do and yet, I don't." 

It was then that Mephiles decided to chuckle evilly, "Perhaps I should explain, it would make this whole scenario a lot easier to understand." 

"Alright, we'll bite," Strange said as he walked over, "Who are you?" 

Mephiles then bowed politely as he introduced himself, "I am Mephiles." Mephiles then raised his head, "Mephiles the Dark." He then turned his gaze to Shadow, "Shadow and I have a history, if you couldn't already guess." 

Shadow took a step forward, "But how? I've never seen you before, and yet, I know you. Are you the cause of my visions?" 

Mephiles chuckled darkly as he stood upright, "If you are referring to the restoration of your lost memories, then yes, I am the cause of your visions." 

"Lost memories?" Shadow repeated in a confused tone. 

Mephiles chuckled darkly as he folded his arms, "Yes, from the Forgotten Timeline, where we last met." 

Rarity tilted her head in confusion, "What do you mean by Forgotten Timeline?" Rarity asked for further clarification, to which Mephiles chuckled again. 

"Allow me to explain," Mephiles began, the heroes listening to every word he had to say, "A few years ago, I manipulated that fool Silver the Hedgehog to travel back in time and kill the blue hero, Sonic the Hedgehog. He failed, and then he turned on me, because of you, Shadow. 

"You two went further back in time and sealed me in the Scepter of Darkness. I vowed vengeance against you, I vowed to make you suffer for sealing me away. Eventually we met once again and I took your shade so I could have a body of my own. 

"Eventually we met once more in the future, where Iblis, my other half, had turned the world into an apocalyptic wasteland. We battled, but you failed to stop me. I travelled back in time and stabbed Sonic right through his heart, unleashing the Flames of Disaster, which allowed me to be reunited with my other half, Iblis. 

"I became whole, I became a God once more. I became Solaris, God of Time. I was about to win, to fulfill my destiny. I was free." He then glared daggers at Shadow, "But then you brought the Hedgehog back! You, Sonic, and that idiot Silver transformed into your Super Forms and denied me my destiny! 

"Sonic reset the timeline, ensuring that those events never happened." Mephiles then chuckled evilly, "But what he didn't count on was me, still being alive. A small piece of my essence still existed, I still existed. But it was utter hell. I just floated there, formless, in a vast, empty void where absolutely nothing exists. I was doomed to that fate forever. 

"Or so I thought, since a tear in reality entered the void. I surmise that this rift was caused by someone messing with time." 

Rarity turned to the two Alicorns, "Starlight." She muttered to the two sisters, both seemingly agreeing with her. It seems that Starlight's messing with time not only opened a rift between dimensions, but timelines as well. 

Mephiles continued, "I finally had a way out. I was able to finally exact my vengeance upon those who had denied me my victory. I entered the rift, only to end up in an entirely different world." 

"Equestria." Luna uttered. 

Mephiles nodded before he continued, "I had arrived in this primitive dimension with no way of restoring my body or merging with Iblis. Unlike myself, Iblis did not survive the reset. My destiny was unachievable, but I could still have my vengeance against those who wronged me. 

"But I needed a way to restore my body, I wasn't strong enough to take somebody's shade, I was trapped as a black fog. That is until I found someone. Someone who was seething with pain and misery. The one who had brought the Pillars of Equestria together." 

The Equestrians' eyes widened in realization, "Stygian!" They all shouted together. 

Mephiles laughed in amusement as he nodded, "Yes, Stygian, that fool. All he wanted was to be recognized, to feel useful, to feel appreciated for his efforts. When Starswirl sent Stygian away, the fool grew bitter. He wanted to give Starswirl his comeuppance. 

"And I gave it to him. I appeared before Stygian, I promised him power and strength, I promised him payback towards the one had abandoned him. He accepted, of course. I merged my essence with his body, and together, we became the very thing that would spell eternal darkness for the world." 

Celestia's eyes widened, as did the other Equestrians'. The solar Alicorn glared at the demonic Hedgehog before her, "It was you. You corrupted Stygian. YOU are the Pony Of Shadows!" 

Mephiles nodded, "Yes, a name declared by that idiot Stygian. Although he used my power like a child! He didn't know how to wield such power. He ended up getting us both stuck in limbo for thousands of years. But thanks to that eager moron, Twilight Sparkle, I was freed. 

"While Stygian focused on sealing Equestria in darkness, I was focusing on getting my power back! As you Horses know, Stygian wasn't powerful, he had no magic for me to feed upon. So, I decided on the next best thing. His life force." 

Luna's eyes widened as she gaped at the evil Hedgehog, "Y-You were killing him, and he didn't even know. You dishonorable monster." 

Mephiles continued, ignoring Luna, "But I didn't get the chance to completely drain him. Twilight Sparkle and Starlight Glimmer tore him away from me and sealed me away, not that it did them any good, mind you. In the end, it was a fools errand. 

"Once Sombra released me, I knew I had a being with great power at my disposal. While he was trying to kill all of you, I was draining him of his Dark Magic. His magic was the very thing I needed to get my strength back," he turned to Shadow, "And when I saw you, I knew that I had to act. When you struck me as I was freeing myself, I used every ounce of my being to give you your memories back. 

"After all, what's the point in killing the one who took everything away from you if they don't even remember you?" 

The Equestrians were in absolute disbelief, Shadow was shocked about this revelation, Strange and Ghost Rider simply glared at the evil Hedgehog. 

Mephiles then motioned to himself, "And now, you're all caught up. And this time, you won't escape me, Shadow the Hedgehog." 

Shadow tightened his fists as he glared daggers at Mephiles. If looks could kill... 

Mephiles then unfolded his arms and raised his right hand, pulling the Soul Stone off of the ground and placing it in his demonic hands, "And with these Infinity Stones, my vengeance shall be absolute." He looked towards the group of heroes and chuckled, "The souls within this Stone shall never be freed, even though more souls shall enter the Stone, these lot shall never know peace. Starlight Glimmer shall never know peace!" 

The Equestrians looked at the Hedgehog with faces of shock and hatred. 

Rarity stood forward, "Where is Starlight?!" She demanded to know. 

Mephiles chuckled and looked directly into Rarity's eyes, "Dead." 

The Ponies' eyes shot open in horror. Starlight's dead? No. He had to be lying, right? 

Mephiles glanced down at the Stone in his hand and spoke, "I felt her soul enter the Soul Stone a few moments before I merged with Sombra. So, I decided to seal her soul along with the others inside the Stone forever. She's gone, and you'll never see her again." 

Rarity had already collapsed to the floor and began openly sobbing while the two Alicorn sisters lowered their heads, tears threatening to fall. 

Shadow snarled at the demonic Hedgehog as he laughed evilly. He then turned to Shadow and spoke in a serious tone, "This is what you bring to others, Shadow the Hedgehog. Pain and misery. Death seems to follow you wherever you go. You'll bring death to ALL who follow you." 

"What do you want, Mephiles?" Shadow asked through gritted teeth. 

Mephiles glared daggers at the Ultimate Lifeform, "I want to make you suffer. I want you to watch as I rip everything away from you. You see, I'm not going to kill you right away, no, I'm going to make you watch as everything around you dies. First, I'm going to kill Sonic and Silver, then I'm going to kill that Bat friend of yours, Rouge. Then I'm going to destroy Omega, then I'll kill Twilight Sparkle and her annoying friends. 

"Then the Pillars of Equestria will fall, as will The Avengers. I'm going to kill all of your allies and make you watch! Then, when your world has finally reached the brink of death, when you have suffered eternal torment, I shall grant you the sweet release of death." 

"You won't get the chance." Shadow threatened. 

Mephiles chuckled as he tilted his head to the side, "Oh? And why is that?" 

Shadow's expression became cold, colder than anyone had ever seen him, "Because I am going to kill you before you leave this room." 

Mephiles then laughed right in the Hedgehog's face, "HAHAHAHAHAHAHAHAHA!!! Oh, I'm afraid that you won't get the chance. You see, Shadow, when I gave you your memories back, I forgot to mention that I could see YOUR memories as well. I know you have the Reality Stone and the Mind Stone in Stark Tower, I think I'll go and take them off your hands." 

Shadow took a step forward towards the demonic being, "You're not going anywhere near those Stones!" 

If Mephiles had a mouth, he would be smirking at this moment, "Oh yeah?" he said with a hint of amusement in his voice. His tone then turned dead serious, "Watch me. Sayonara, Shadow the Hedgehog. Mwahahahahahahahahaha! HAHAHAHAHAHAHAHAHA!!!" 

Shadow bolted forward and tried catching Mephiles before he could do anything, but alas, the dark Hedgehog had already teleported out of the Well of Shade, presumably heading towards Stark Tower. 

(End song) 

Shadow fell to one knee and slammed his fist onto the ground in anger, Mephiles and the Soul Stone were right there, and he let them both escape his grasp. 

Strange was about to interject, but he suddenly felt something, something that wasn't suppose to be here, something out of this universe. His eyes widened in realization, it was the Multiversal Trespassers, they were on The Raft, along with Spider-Man and his team. 

Without saying a word, Strange used his magic and opened two separate portals, one that went to The Raft, and one that went to Stark Tower. 

He then turned to his allies, "I must go to The Raft, the Multiversal Trespassers are there. I have to send them back. You all head to Stark Tower and protect those Stones." 

Rarity sniffled as she got back onto her hooves, her eyes showing nothing but determination and focus. 

Celestia and Luna looked to one another before turning to Strange and nodding. 

 

As Ghost Rider hummed in agreement, Shadow got back to his feet and turned towards the portals. He then looked towards each and every one of his teammates before making his way towards the portals. 

As Shadow walked, he spoke with determination, "Those Stones cannot be allowed to fall into Mephiles' hands. Not his or Thanos'. We protect those Stones with our lives." When he looked back to his team, no, his friends, although he would never say that aloud, and saw the determination in their eyes. They were with him. 

He then raised his wrist to his mouth and spoke into his communicator, "This is Shadow to all available members of The Avengers, Freedom Fighters, and Elements of Harmony. The Stones are at risk of being taken, head to Stark Tower now! I repeat, get to Stark Tower and defend those two Stones!" 

As Strange entered his portal to head to The Raft, Shadow led his team through the portal and made their way to Stark Tower. His team, they had his back.... 

And he had theirs. 

End Of Arc 4
> Attack Of The Sentinels (Part 1)
> --------------------------------------------------------------------------

A few moments after Dr. Strange departed for the Sanctum Sanctorum 


Dr. Strange had just departed for the Sanctum Sanctorum with both Celestia and Luna leaving a few moments after him. Shadow had silently left the room with Rarity following close behind, curious as to where the Hedgehog was going. Iron Man was currently wrapping up on debriefing the team on their next move. 

Tony clapped his hands together, "Okay, while Strange works on a spell to help us find the Stones, and Peter and his team work on the situation at The Raft, I'll be working with Reed Richards on finding a way to fix this mess that we're in." 

Applejack tilted her head to the left in confusion, "Reed who now?" 

Black Widow turned her head to the Earth Pony and explained, "Reed Richards, he's the leader of the Fantastic 4, and the smartest man in the world." 

"In IQ only." Tony grumbled to himself, clearly jealous that there was someone smarter than him. 

Tails heard Tony and asked, "What's his IQ?" 

Tony turned to the Fox and answered, "Around 267." 

To Tony's confusion, Tails smirked, "Heh, is that all?" 

Tony smirked back and folded his arms, "Oh yeah, smart guy? What's your IQ level?" 

"300." 

It was then that everyone's jaws practically hit the floor in shock while Tony simply threw his arms up in frustration. 

"Unbelievable, my IQ level is lower than that of an eight year old Fox's!" 

"T-That is absolutely incredible." Hawkeye stuttered out. 

Tails turned his head away and blushed at the attention as Knuckles placed his arm around Tails' shoulder, "Yep, he's a smart one." 

"He's almost as smart as Eggman." Amy added. 

Tony turned to the pink Hedgehog and quirked a brow, "I'm sorry, almost as smart as Eggman? How smart is he?" 

Tails shrugged, "He also has an IQ of 300." 

Tony then proceeded to place his head into his hands and groan in frustration. Not only was an eight year old kid smarter than him, but an Egg shaped madman was too. 

Tony let his hands fall to his sides and stared up at the ceiling, "Great, does anyone else have something they'd like to share?" 

Tony had appeared to have tempted the universe, since the alarm inside the tower started blaring like crazy. 

Rainbow turned her head to Tony, "You had to ask, didn't you?" 

Tony snapped his fingers before pointing to RD, "You, shut up," he then pointed towards the ceiling, "J.A.R.V.I.S, what's happening?" 

"Sir, it appears that there is a horde of threats that are flying over the city." J.A.R.V.I.S responded. 

"What's the threat?" Widow asked. 

J.A.R.V.I.S replied, "It seems that Ultron's attack woke up some less than happy tourists." 

"DESTROY. ALL. MUTANTS." A sudden robotic voice exclaimed from outside the tower. 

Everyone then turned their gaze towards the window and saw a small squadron of giant robots flying over New York. 

 

Hawkeye groaned in annoyance, "Sentinels? Really?" 

"And guess where they're headed." Tony said as he turned around. 

Natasha folded her arms over her chest, "Xavier's School For Gifted Youngsters." 

Bruce Banner nodded as he clarified to his other worldly friends, "The X-Mansion." 

Spike looked at the scientist in confusion, "The X-Mansion?" 

Tony, not bothering to explain, turned to Cap, "We need to get a team over there. Those Sentinels are awake because of Ultron, and he's our mess to deal with. But we also can't waste time in finding these Stones." 

Cap nodded and turned to his allies, "Alright, listen up. We'll split into two teams. One team goes to Xavier's School and helps out in the fight against the Sentinels, and the other remains here on standby just in case a Stone pops up. So, who's coming with me to stop the Sentinels?" 

Applejack and Knuckles took a step towards Cap. 

"A chance to pummel some giant robots? I'm not missing that!" Knuckles exclaimed as he smashed his fists together. 

Applejack chuckled at the Echidna's enthusiasm before nodding at Cap, "We're with ya, partner." 

Widow and Hawkeye glanced at one another before giving each other a fist bump. They both then took a step forward, confirming that they were coming with. 

Pinkie bounced up and down as she shouted, "I'M IN!!! Maybe afterwards we can throw a HUUUUGGGGGEEE 'We Stopped Those Meany Sentinels' Party!!!" 

That actually managed to get a smile out of Cap. He then turned to Tony and the other heroes and said, "Alright then. The rest of you will be on standby. Tony, work on finding those Stones, the rest of us," he then turned back to his team, "Suit up." 



 

As the Quinjet flew through the air towards Xavier's School, Applejack got up from her seat and trotted over to Cap, who was standing behind Natasha, who was flying the Quinjet. 

Applejack tapped the Super Soldier's leg with her hoof, gaining his attention. 

Cap looked down and gave the farmer a kind smile, "Applejack? What can I do for you?" 

"Ah was just wonderin', why would these here robots be flying towards a school of all places?" Applejack asked the leader of The Avengers. 

Cap sighed as his face turned from one of kindness to one of sorrow, "This school is different. It houses individuals who are gifted in ways that are abnormal to everyone else. These individuals are ostracized by society for being different, humanity believes them to be a threat. These individuals are called Mutants." 

Knuckles, who had been listening in, spoke up, "How come everyone treats these Mutants like crap while they treat all of you like heroes?" 

Natasha answered before Cap could, "Because The Avengers was once a program developed by S.H.I.E.L.D. And in the public's eyes, S.H.I.E.L.D can be trusted, so in turn, they trust us." 

"While society welcomed us with open arms, they treated Mutants like monsters, creating camps to imprison them and creating guard dogs like the Sentinels to hunt them down." Cap continued as Natasha focused on flying through the air. 

Applejack shook her head in disgust, "That ain't right." 

"No," Cap agreed as he turned his head away from Applejack, "No it isn't." 

Suddenly, Pinkie Pie!!! 

"Well, once we teach those meany Sentinels a lesson on how to play nice, maybe we can throw a massive party so Humans and Mutants can become the bestest of friends!!!" Pinkie suggested as she popped up from out of nowhere. 

Natasha, who decided not to question how Pinkie Pie did that, replied, "That's wishful thinking, Pinkie." 

Applejack then placed a comforting hoof on Pinkie's shoulder, "But if anyone can do it, it's you Sugarcube." 

Pinkie beamed as she bounced up and down before looking up to the ceiling and- 

"Hey, Mister Author? Do you think I could make this party happen?" 

Wha- what the fu- PINKIE!!! Don't break the fourth wall while I'm busy typing the story, it could get confusing for the readers! 

Pinkie tilted her head to the side as she continued to annoy me, "By the way, where have you been? It's been like, what, a week since you last updated this epic story!" 

Well excuse me for wanting to get my school assignments done and-- HEY WAIT A MINUTE!!! If you could always do this, then why didn't you do this back in my other stories?! 

"Because you never gave me the chance too since you practically wrote me and the other girls out of Horizons. Plus I didn't think about doing it in the first story of this trilogy." Pinkie replied. 

I wrote you out because you, in particular, are a very hard character to write. 

Pinkie rolled her eyes, "Jeez, if you think I'm hard to write, wait until De--" 

PINKIE!!! SPOILERS!!! 

Pinkie giggled, "Sorry." 

Look, we're getting off track, let's just get back to the story. 

"Okie dokie loki!" 

"Uh, Pinkie? Who're talking to?" Applejack asked. 

Pinkie gave Applejack a sly smirk, "Oh, no one you know." 

No one decided to question it, why? Because it's Pinkie.  

Natasha sighed, she just decided not to question it. Her attention was then drawn to the sight in front of her, they were approaching Xavier's School. 

"Cap!" Natasha yelled back to her friend, getting his attention, "We're here." 

Cap then looked outside the window in front of the cockpit and saw the school, but he also saw something that made him frown. 

The Sentinels were already there, and they were firing upon the school. 

"And so are the Sentinels."
> Attack Of The Sentinels (Part 2)
> --------------------------------------------------------------------------

 

The Quinjet landed just outside the gates of the X-Mansion, fire and brimstone surrounding the street outside the Mutant oasis. The hangar door opened, to which Cap and the other members of his team ran out, ready to battle. Cap charged forward with his shield in front of him and forcefully opened the gates, allowing the group of heroes to enter the grounds. 

As they ran across the stone bridge that led to the school, everyone saw the Sentinels firing upon the school, and they didn't look like they were willing to stop either. Cap came to a stop on the other side of the bridge, causing the other heroes to stop as well. 

Cap turned his body around and faced his team, "Avengers, no Sentinel is left operational. Understood?" 

They all nodded with conviction, determined to send these robots to the scrapyard. 

Cap nodded back and turned his body around to face the school, and the Sentinels, "MOVE OUT!!!" 

Cap led the charge towards the entrance of the mansion, where two Sentinels were slowly approaching two young children. The young boy tried blasting the Sentinel with an electric blast, but it had no effect. The young girl attempted to crush the massive robots with her ability to alter the gravity around her, but the sheer size of the Sentinels made that impossible for her at the moment. 

The two Mutant killing machines aimed their hands at the two youngsters, ready to eliminate them, but a sudden shout caught their attention. 

"HEY, METAL MOUTH!!!" Knuckles shouted as he leapt through the air, reeling back a fist. 

One of the Sentinels turned its head to face the Echidna, only to be brutally punched in the face by Knuckles. Pieces of its face tore apart from the monstrous robot as it fell to the ground. As Knuckles landed on the ground, the second Sentinel turned to face the Echidna warrior. 

It would've attacked the hero had it not been for Hawkeye, who shot an explosive arrow right into the Sentinel's eye. Once the arrow exploded, the Sentinel stumbled back a bit as it covered its damaged eye with its hand. The Sentinel leaned on the mansion for support as the second Sentinel started to get back up onto its feet. 

Knuckles smashed his fists together as the two Sentinels recovered and loomed over the two heroes. The two Sentinels shot beams from their chests in an attempt to incinerate the two heroes. Knuckles quickly jumped into the air and turned downwards before spinning his body around like a drill and burrowing into the ground while Hawkeye fired a grappling arrow at the edge of the mansion's rooftop and shot upwards to dodge the two beams. 

While the two young Mutants made their escape to get to safety, the first Sentinel with the damaged eye turned its attention to Hawkeye, who was now on the rooftop of the X-Mansion. Before the second Sentinel could focus on Hawkeye, a red drill suddenly shot up from beneath the surface of the ground and delivered a nasty uppercut to the Sentinel's chin, causing it to fall into the other Sentinel. 

As Knuckles stopped spinning and landed on the ground, the two Sentinels crashed onto the ground. Knuckles gave Hawkeye a thumbs up, to which the marksman responded with a thumbs up of his own. But their attention was suddenly drawn back to the two Sentinels, who were getting back up. 

Knuckles sighed in annoyance, "How much does it take for these guys to stay down?!" 

A sudden star, spangled shield soared through the air and struck one of the Sentinels in the face, halting its movements. As the shield returned to Cap, the other heroes caught up to Hawkeye and Knuckles. 

"More than you think." Cap responded to the Echidna's question. 

Black Widow took out her pistols as she said, "We've evacuated all the students near the entrance." 

"Now we can get to the good stuff." Applejack added with a grin as she stomped her hoof on the ground. 

Pinkie then pulled out her Party Cannon from out of nowhere and aimed it at the two Sentinels. 

The two Sentinels got back to their feet and stared down at the heroes before them. The Sentinels then fired an Ocular Blast from their eyes, or eye in the other Sentinel's case. Captain America quickly raised his shield and protected his team from the attack. 

The Sentinels weren't letting up as Cap started to skid backwards from the sheer power of the Sentinels. The other heroes were about to act, when suddenly..... 

"HEY BUB!!!" 

One of the Sentinels heads was suddenly removed from its torso by the sheer power of Adamantium claws. The Mutant quickly landed on the headless Sentinel's chest before bouncing off of it and stabbing the other Sentinel in the side of the head. 

The Mutant kept stabbing the Sentinel's head with his claws as the Ocular Blast ceased and it started falling to the floor, its eyes dimming. Before the Sentinel fell to the ground, the Mutant removed his claws from the Sentinel's head and jumped off of it just in time. 

As the two Sentinels crashed down onto the ground, the Mutant landed in front of the group of heroes before unsheathing his Adamantium claws. He then took out a cigar from his pocket and placed it in his mouth. 

 

Wolverine smirked at Cap and the other heroes, "'Bout time you showed up, Rogers." 

The two war veterans approached one another and shook hands. 

"Logan," Cap referred to the Mutant hero, "Sorry we couldn't get here sooner." 

Logan shrugged as they stopped shaking hands, "Well, everything has basically gone to shit, so, better late than never I guess." It was then that Logan took notice of the Equestrians and the Mobians, a confused look gracing his features, "What the fuck are they supposed to be?" 

Before anyone could say anything, Pinkie zoomed up to Logan and latched onto his chest, "HII'MPINKIEPIEWHOAREYOUWHAT'SYOURNAMEAREYOUAMUTANTTOOWHAT'STHATINYOURMOUTHISITCANDYCANITRYITOHIGOTTAPLANYOUAPARTYYOUSEEMANGRYYOUNEEDTOSMILEMORENOTBEAGRUMPYMcGRUMPYPANTS!!!" 

Logan turned his head to Cap and grumbled menacingly, "Get this fuckin' thing off me, Rogers!" 

Without warning, a lasso wrapped around Pinkie's chest and pulled her off Logan, causing the Party Pony to land on her rump. As Applejack pulled back her lasso, she gave Logan a friendly smile. 

"Before ya ask, don't question it, it's just Pinkie being Pinkie. My names Applejack, partner." 

Logan folded his arms over his chest as he replied, "Logan." 

Knuckles then approached the group and introduced himself, "I'm Knuckles. Knuckles the Echidna." 

Logan nodded his head slowly before turning back to Cap, "After this is over, you're gonna explain what the hell is going on." 

Cap nodded in response, "Will do. But right now we have students to save." 

Logan took his cigar out of his mouth and threw it on the ground before stomping on it with his boot. He then unsheathed his claws and turned around to face the mansion. 

"There are Sentinels around the back of the school, Summers and Fur Ball are protecting the students that are held up there." 

As soon as he said that, an explosion sounded off from the back of the school, exactly where Logan's allies were protecting the students. 

Logan sighed as he pinched the bridge of his nose, "Summers, I swear you are fucking useless." He turned his head back to the heroes behind him, "Come on, let's go save their asses." 

Logan dashed forward towards the sight of the explosion as Cap and the other heroes followed the Adamantium champion. 



 

The group of students cowered in fear as they gazed at the battle unfolding before them. A Sentinel fired a laser blast from its hand in an attempt to decimate the leader of the X-Men, but he fired his Ocular Blast, overpowering the Sentinel's blast and striking it in the chest. 



Cyclops turned around and fired another Ocular Blast at the second Sentinel's knee, causing it to fall to one knee. As it tried to get back up, a blue Mutant jumped on the back of its head and opened a panel. The Mutant then tore out the wiring and the circuitry, causing the Sentinel to short circuit and fall to the ground. 

The blue Mutant landed next to Summers and gave him a friendly smile. 

 

Beast and Cyclops then noticed Wolverine and the other heroes dashing towards them. 

"Greetings, compatriots." Beast greeted his allies. 

Wolverine came to a stop and folded his arms as Cap and the other heroes also stopped. 

"Heh, you actually managed to pull your weight, Summers?" Wolverine taunted the leader of the X-Men. 

Cyclops pointed a finger at Wolverine, "Back off, Wolverine. We have work to do." 

Beast nodded in agreement before he noticed Cap and the others, "Ah, Captain Rogers. A pleasure as always." He and Summers then noticed their interdimensional allies, "And who might these creatures be?" 

"Long story, we'll fill you in after we deal with the Sentinels." Cap responded. 

It was then that four more Sentinels landed behind them, causing the ground to shake due to their size. The heroes all prepared themselves for a fight as the four Sentinels took a step closer towards them. As Knuckles slammed his fists together and Hawkeye drew back his arrow, ready to shoot, it was then that-- 

(End song) 

"WELL IT'S ABOUT TIME YOU FUCKING ADDED ME IN!" 

Wait, what the hell? 

 

Wait, where the fuck is that music coming from? 

(Oh, author. It's cute that you think that you're in control of this story) 

(I mean, are we really in control? We are voices inside Wade's head) 

Okay, what is happening right now?! 

"Okay, author. Take a step back while we blow your fucking mind." 

Wait, what are you-- 

Okay, I just karate chopped the author's head and he's down, time for things to get fucking insane! Ahem, as all hope was seemingly lost, as the Sentinels approached the group of heroes and furries, all of the Sentinels head's suddenly EXPLODED!!! 

(But how did they--) 

(WHO CARES?! EXPLOSIONS!!! EXPLOSIONS EVERYWHERE!!!) 

CAN YOU TWO SHUT UP!!! Anyway, as the four fuckwads fell to the ground in a messed up heap, kind of like when you get roofied in Vegas and can't remember why your ass feels numb. It was then that the amazingly awesome, the penis gushing, Merc with a Mouth appeared before our heroes as he walked away from the explosions behind him! 

Ugh, what the fu--- WADE!!! 

Whoops! Author's awake, gotta go! By the way, I did my entrance, you're welcome! 

Wade you son of a-- HEY, GET YOUR ARSE BACK HERE!!! Aaaaaaannnd he's gone. 

Great. 

Logan folded his arms in annoyance, "You've gotta be fucking with me." 

 

Deadpool pulled out a Chimichanga from...somewhere.... and began eating....through his mask? 

"Don't question it, author." Deadpool said out of nowhere. 

It was then that Pinkie waved a hoof to the Merc with a Mouth. 

"HI WADE!!!" 

Wait.......HOW THE FUCK DO YOU TWO KNOW EACH OTHER?!!! 

Deadpool laughed like a madman and shouted out, "FIND OUT NEXT TIME ON DRAGONBALL Z!!!" 

WAIT!!!! THIS ISN'T THE END OF THE CHAPTER!!! THIS IS MY STORY!!! 

Not anymore mutha fucka~ 

(End song)
> The Amazingly Fantastic Adventures Of Deadpool
> --------------------------------------------------------------------------

 

Well hi there you poor excuses for human beings! Deadpool here, and I was just curious, what is it about this show that actual adult males get a hard on when they see giant rainbow lasers shoot out of a little horse's ass? 

Aw, come on Wade. I think it's awesome that anyone can find enjoyment in our show, even though it ended a few years ago. 

Yeah, I gotta ask. What the fuck was that final season? I'd actually rather watch anything else than that. 

Blame the writers. 

I hate my life. 

Don't say that author. Besides, when you put Wade and I in the same story, this was kinda bound to happen. 

Yeah you brought this on yourself, chief. 

I'm still wrapping my head around the fact that you two know each other. Which, by the way, how the fuck do you two know each other? 

Author I think it's pretty obvious. 

(Did you even see their Death Battle?) 

(I would hardly call it a Death Battle. There wasn't any blood or death of the sort.) 

Plus, that's not even canon to this universe! So, how is it possible that you two know each other when that Death Battle isn't canon?! 

Bitch, I'm Deadpool. I can make anything canon if I want to. 

Go to hell, Wade. 

No thanks, do I look like the type of guy who would want to get ass raped by the devil? It's bat-shit insane down there. He uses a Pitchfork, without Lube. 

EW! EW, GROSS AND WEIRD!!! 

That's the price you pay for adding him in, author. 

Pinkie, not helping! 

By the way, where's Discord? He would love this! 

Vacation, he'll be here later. 

You know it's pretty lazy that you're using this banter to fill up the chapter! I'm not some device for you to use when you're out of ideas! 

CAN WE JUST GET ON WITH THE STORY PLEASE!!! 

Thought you'd never ask! Ahem! To all the Bronies who still live in their mother's basement and still haven't gotten laid yet! I present to you..... The Amazingly Fantastic Adventures Of Deadpool!!! 

Kill me. 



 

As Deadpool and Pinkie ran over to each other and fist/hoof bumped one another, Applejack and the others were beyond confused, for a variety of reasons. 

"Pinkie, just how do ya know this fella?" AJ asked the random Pony. 

Pinkie giggled at her friend, "We're not explaining it again, silly." 

Applejack tilted her head in confusion, "What do ya mean 'again'?" 

While those two were conversing, Logan stomped over towards Deadpool with an angry snarl on his face, "What the FUCK are you doing here, Wade?!" 

Deadpool blinked his eyes a few times in an attempt to look cute. 

He failed. 

"Aw, Logey, you still mad that MY movies are better than the majority of yours?" Deadpool said in a voice that almost resembled a little girls. 

"I don't even know what the fuck you are talking about!!!" 

Deadpool then proceeded to pull out a rubber chicken from out of nowhere and threw it at Logan's face, pissing him off even more. 

"I just came by to see if I could fly the Blackbird again." Deadpool said as he used his teleported over to Wolverine's side thanks to the teleporter on his belt. He then leaned on Logan's shoulder and continued, "Plus, I wanted to piss the author off, which is always fun." 

Wolverine then proceeded to shove Wade off of him and stabbed him in the chest with his claws. 

Deadpool looked down at his impaled chest before looking back up at Logan and giving him a deadpanned expression. 

"You dick." 

Logan removed his claws from Wade's chest and walked away from him--

HEY AUTHOR!!! 





Oh for fuck sake, WHAT?!!! 

This is MY chapter, so I'm making some changes since, y'know, this is kinda boring. 

Wade, I swear to God if you-- ARGH!!! 

Welp, I just kicked the author in the nadz, so let's get started. HEY PINKS!!! PASS ME THE SCRIPT!!! 

Okie dokie loki 

THANK YOU!!! Now, let's look over this piece of shit. Hmmm, awe come on, there was a chapter with Jim Carrey in it? Wait, he was in an entire Arc?! As if I missed that!!! Let's look further, shall we? 

D-Don't.....you....fuckin'.....dare.... 

HEY!!! QUIET DOWN THERE!!! Anyway, let's get to editing. 

(Are you seriously using crayon?) 

Yeah. So what? Shut up and let me do my magic! Hmm, get rid of that! Oooh, Latveria Arc? Alright I'll keep that in. Now, let's see--- Oh wow. Woooow this get's fuckin' dark man. Jesus, how many are you planning to kill?! Oooh, that's either gonna make people super pissed at you or make people cry. Hell, even I'm starting to get the feels, and I'm a sociopath. 

W-Wade..... 

Hang on a second! How come there is no action scene here?! That won't do at all!!! Let's see, how about five Sentinels, a massive bazooka, and a rainbow Unicorn with a Deadpool mask on its face who shits out rainbows whenever we fly!!! 

Wade, you fucking-- 

Well, it's been fun readers! I gotta quickly get back into the chapter and make sure that the author uses my ultimate action sequence! Cya!!! 

WADE, GET YOUR ARSE BACK HERE!!! WADE!!! Aw fuck it. What's this action scene he wrote? Hmmmm, you know what, this is meant to be the random chapter, so it fits. 

Fuck it.



 

Deadpool clapped his hands together as five more Sentinels landed in front of the group of heroes. 

Logan groaned as he unsheathed his claws, "You've gotta be shittin' me." 

Black Widow aimed her two pistols at the massive robots, "Just how many of these things did Ultron's attack awaken?!" 

"From the looks of it.....a lot." Knuckles replied as he smashed his fists together. 

Wade then whipped around and pointed a finger at the group of heroes, "HEY! This is MY chapter!" Wade then turned to face the group of Sentinels, "I got this." He then pointed at Pinkie without looking at her, "PINKS!!! BRING THE NOISE!!!" 

Pinkie, who was at a DJ Table for some reason...where did that come from? 

Don't ask questions, author. Just roll with it! Go fucking nuts! 

Pinkie then used the turntable to play some music, which confused the hell out of everyone present. 

 

As the music started playing, a sudden explosion of red and black went off behind the group of Sentinels. Everyone looked on in utter confusion as a white, flying Unicorn wearing a Deadpool mask flew over the school while crapping out rainbows. 

"What in tarnation?" AJ uttered in disbelief. 

Suddenly Deadpool appeared behind her and whispered in her ear, "We're about to blow your fucking minds." 

As all of this was going on, the Sentinels just stood there, watching as the scene before them began to unfold. Then all of a sudden, much to everyone's dismay-- 

HEY!!!

Deadpool began to rap to the song. 

"They call me Deadpool, I'm hella fast
Came to merc the bad guys and get some ass
Got blades for days, got guns galore
Got combo moves, evades and more"

As he rapped, he suddenly popped up behind a Sentinel's head, gaining the other Sentinel's attention. The second Sentinel fired an eyebeam at the Merc with a Mouth, but Wade quickly zipped away as the eyebeam blew off the Sentinel's head. 

"With bear traps and hand grenades
Pull the pistol like a maniac, right in your face
Poppin' off caps, leave a trail of guts
Sittin' on ma chair, scratching ma nuts"

Wade then appeared on top of another Sentinel's head all of a sudden, thrusting his pelvis back and forth as he continued to rap. Then, out of nowhere, he pulled out a bazooka and fired a rocket which destroyed the head of the Sentinel standing beside the Sentinel he was on. Wade tossed the bazooka aside before jumping off the Sentinel's head. 

"Don't stop when I shoot, Full auto is on
Your ass is grass and I'm mowin' the lawn
Hot lead to the head and I won't stop
What 'cha crew gonna do, when I hack and chop?
All these bitches are pre-madonnas
I stuff my face with Chimichangas
Tacos and beers, always keepin' it loose
Hang on for a minute while I'm droppin' a deuce"

Deadpool flipped through the air a few times before landing on the ground perfectly, his rapping not showing signs of stopping anytime soon. The remaining three Sentinels aimed their hands at the Regenerative Degenerate, readying to fire lasers from the palm of their hands. Wade wasn't fazed in the slightest as he moonwalked back and forth, somehow avoiding the lasers coming his way. 

As the scene went on before them, everyone present had a look of either disbelief, confusion, or in Logan's case, complete and utter annoyance. 

Logan covered his face with his hand, "What the fuck am I watching?" 

"I.....have no words to describe what I am seeing right now." Hawkeye stated as he watched the sight before him. 

"Captain Deadpool
Nah, just Deadpool"

Pinkie, who was now wearing a rocket costume, slammed her Party Cannon in front of Wade and hopped in as Deadpool took out a match and lit the fuse on the back of the cannon. 

"Merc with a mouth, I can't die
One foot in the grave, but I'm still alive
Try to kill me, I'll just revive
Then I'll put another bullet right between your eyes
I'm dangerous, feelin' reckless, squeeze your neck like I was a necklace
Jump, flip and leave 'em headless
I like my guns all big like Texas"

The Party Cannon fired, which launched Pinkie right into the chest of a Sentinel. 

"Hey goons, thugs and bosses
Guess what, I brought Colossus!"

Wade pulled out a picture of Colossus as the Sentinel fell to the ground. 

"Times up, better count your losses
Kickin' that ass as my girlfriend watches
Run away, you know that I'll chase
Every bad guy, but 'em right in their place
Revenge, I'm gonna give you a taste
I'm sexy as hell, but I cover ma face" 

As Pinkie popped her head up from the Sentinel's chest, the final two fired their chest lasers to finally shut Wade up. 

"About to take you all to school, with guns and knives
Deadpool
Tellin' jokes and breaking the rules
I came for the tacos
Deadpool
Playin' with the ladies and the family jewels to bust a nut
Deadpool
'Bout to throw down with all these fools
So come an' get some"

Deadpool used his Teleporter Belt to continuously teleport away from the lasers directed at him. Either giving the Sentinel's the bird or air thrusting as he appeared and disappeared each time. 

"Bring the noise, I'll bring the pain, ha!
Kickin' ass and taking names
Payback time, I'm not playin' games
These superpowers are feelin' strange
I move like a freaking ninja
Hand to hand, you know I'll end ya
Got two swords, now I'll avenge ya
I don't care if I offend ya" 

As he continued to rap, Deadpool took out his swords and dashed forward towards the Sentinel. The massive Mutant killer fired eyebeams at the mercenary, but Wade simply teleported away. He then appeared in front of the Sentinel's face and stabbed the robot in the eyes, blinding it. Wade then backflipped away as he pulled out a grenade from his back pocket. 

"Listen up, I got somethin' to say
That's right, I run ma mouth all day
Step up, take a blood bath
Now you're tryna run and it's makin' me laugh
Ha, ha, ha!
Where you gonna go to?
Try to hide, but you know that I'll find you
Tippy toe, sneakin' up behind you
I'm Deadpool, do I have to remind you?" 

As Wade threw the grenade, the white Unicorn wearing Deadpool's mask flew beneath him. Wade landed on the Unicorn's back as the Sentinel's head exploded in a blaze of glory. 

"Regenerate, because it's cool
When I fall off a ledge
Deadpool
The crazy ass guards all lookin' to duel
So click, click, boom!
Deadpool
I don't believe in the golden rule
I came to get laid
Deadpool
Note to the ladies, I'm not a tool
I'm a sexy motherfucker"

Wade flew on the back of his Unicorn, still rapping his song as the Unicorn flew towards the final Sentinel and aimed its horn directly at it. The Unicorn fired a massive laser from its horn and hit the Sentinel right in the chest, blowing it to smithereens. 

"Sexy motherfucker
Sexy motherfucker
Sexy motherfucker
Sexy motherfucker
Deadpool
Deadpool
Deadpool
Deadpool" 

As the song came to an end, Wade jumped off his Unicorn and landed in front of the group of heroes. Pinkie quickly popped up beside him and handed him his two swords. As an explosion went off behind him, Wade took out one of his many SMG's and got into a cool pose as the song ended. Before the Unicorn flew away, it crapped out a rainbow right over Wade's head as multiple explosions went off behind him. 

Everyone stared at the Merc with a Mouth with their mouths gaping, sans for Cap, Natasha, and Logan, although they were just as confused as everyone else. 

Deadpool smirked underneath his mask and said in a deep voice, "Excelsior, motherfucker." 

(R.I.P Stan Lee. Miss you daddy) 

(There had to be a better way to word that) 

There was silence between all of the heroes, each of them trying to process what just happened. 

The silence was then broken by none other than Applejack, "Ah.....Ah don't..." 

"Yeah, no, I'm just as confused as you are." Knuckles said out of nowhere. 



 

Hell yeah! Did you see that?! Fucking awesome, right? 

I hate it when you're right. 

I always am. 

I hate you. 

Say, author? 

I swear this had better be important, cause if it isn't, I'm gonna be pissed. 

Don't worry, it's super important. 

Fine. What is it? 

You think you could add a sex scene between me and Death?
> The Brotherhood (Part 1)
> --------------------------------------------------------------------------

The doors to the X-Mansion opened up with a slam as Cyclops led the group of heroes into the Mutant oasis to see if the students inside were okay. As they walked through the mansion, Applejack, Knuckles, and Pinkie couldn't help but look around in awe and amazement. The interior of the mansion looked magnificent. 

Knuckles whistled lowly in an impressed tone as he followed the other heroes through the mansion, "Gotta say, this place is cool." 

"Ya said it, partner." Applejack replied to the Echidna. 

Captain America, who had been listening in, turned his head and gave the two otherworldly beings a kind smile, "It really is amazing that Mutants who have been oppressed can find sanctuary here." 

"I am inclined to agree, Captain Rogers." A sudden voice inside Cap's head said, agreeing with the Star Spangled Man. 

As the group approached a set of wooden doors, said doors opened, revealing a study and a man in a wheelchair. The man gave each of the heroes a kind smile as he rolled his way out of his study. 

 

Charles Xavier nodded to each of the heroes as the doors to his study closed behind him. 

Cyclops motioned to Charles with his hand as he introduced him to the group of heroes, "Everyone, meet Professor Charles Xavier. Founder of this school and the X-Men." 

"It is a pleasure to meet you all," Charles started before turning his attention to Knuckles, AJ, and Pinkie, "Especially you three. Applejack, Knuckles, Pinkie Pie. It is a pleasure." 

The three stared at the kind man with their mouths agape in shock. 

"H-How did you--" Knuckles started but Charles motioned for him to stop with his hand. 

"I am a telepath, you see. I looked into your thoughts to determine whether or not you three were a threat to my students. I am now fully aware of the situation we all face, and I am pleased to know that you three are willing to help." 

Applejack tilted her head to the side as she asked, "Soo, you can jus', look inside our heads? All of our heads?" 

Charles smirked at the country Pony, "Well, I tend to stay out of HIS head," Charles replied as he motioned towards Deadpool with a tilt of his head, "Anyone who stays inside his head will be driven insane within minutes." 

Wade shrugged, "It's true." 

(We're batshit insane!!!) 

(You do realize that no one beside me or Wade can hear you right?) 

Deadpool then suddenly turned around and pointed upwards towards the ceiling, "CAN YOU TWO SHUT THE FUCK UP!!!" The room was in dead silence until Wade spoke up again, "THANK YOU!!!" He turned back around and faced the group of heroes and Mutants, "You were saying." 

Charles cleared his throat as Logan face palmed at the mercenary's crazy antics. 

"As I was saying, I am fully aware of Thanos' imminent arrival on Earth, of The Convergence of our three worlds. I am willing to lend the aid of the X-Men to help stop this threat and separate our three worlds." 

"Uh, Chuck? What the hell are you talking about?" Logan asked his mentor and friend. 

As Charles placed to of his fingers onto his temple, he simply said, "Allow me to catch you up to speed." 

He then sent various images of the events prior to this into Beast's, Cyclops', and Wolverine's minds to catch them up on the situation. Once the flashes stopped, they all just stood there with looks of shock and amazement on their faces. 

"Woah." 

"Astonishing." 

"Trippy." 

"Oh," Wade said as he turned towards the screen, "Well that's just lazy writing." 

It was then that a sudden tremor shook the mansion, the wood holding up the mansion creaking. 

"Oooh! Is there another surprise for us?!" Pinkie shouted. 

"Oh God, I hope not." Hawkeye muttered in reply. 

It was then that Pinkie's tail started twitching, "Oooh, twitchy tail! TWITCHY TAIL!!!" 

"What the hell does that mean?!" Widow shouted. 

"IT MEANS MOVE IT, Y'ALL!!!" AJ replied as parts of the ceiling started falling to the ground, almost crushing our heroes. 

As Cap rushed over to Charles and protected him from the falling debris with his shield, Logan dashed over to Beast as a piece of the ceiling was about to crush him. 

"WATCH OUT, FURBALL!!!" 

Logan tackled Beast out of harms way as the wooden column crashed to the ground. As the pieces of the ceiling continued to fall, the roof of the mansion was suddenly flung off of the mansion and into the air where it crashed into a million, wooden pieces on the street. 

Everyone present then looked up to see seven figures hovering in the air. 

 

 

 

 

 

 

 

The Brotherhood of Mutants stood on metallic cylinders that floated in the air thanks to Magneto. The Master of Magnetism gave his old friend a smile. 

"Hello, old friend. Are you up for a game of chess?" 

Charles glared at his oldest friend, who was also his oldest enemy, "Erik! What is the meaning of this?!" 

Magneto crossed his arms as he explained, "You've aligned yourselves with Humans? The same race who designed those Mutant killing abominations to hunt us? Pathetic." 

"This is about more than us vs. them, Erik. We need to put our differences aside and work collaboratively for once. There are much larger forces at play here." Charles refuted as Magneto and his followers floated down to the ground. 

"I am aware, Charles. I am fully aware AND prepared for Thanos' arrival. He seeks the Infinity Stones, I won't allow him to put our race at risk." Magneto then opened up his hand, revealing the Infinity Stone in his possession, the Power Stone, "Not when I have the power to stop him." 

Everyone present took a step back in shock, besides Charles. He just sat there, glaring daggers at Magneto. 

Magneto stared at the Stone in his hand as he continued, "Unlike Thanos, I will not underestimate the Stone's power. I will use it to not only destroy Thanos and his army, but I will use it to free Mutants from Human enslavement." 

Logan had heard enough and unsheathed his claws, "NOT GONNA HAPPEN, BUB!!! RARGH!!!" 

Logan leapt towards Magneto....only to be halted in mid air. Magneto used his control over metal to hold Logan in place. 

"Have you forgotten, Wolverine? I can control your Adamantium skeleton, you cannot touch me." 

Magneto then flung Logan across the room. The Adamantium Champion was saved from hitting the wall by Beast, who caught his ally with his arms. 

"Let that be a lesson to you," Magneto started before turning to Charles once more, "After all, I did not come to fight." He then extended his hand towards his friend, "I have come to extend my hand to you, Charles. Think about it, old friend. We can use the Stone to save our race, our people. We can make life better." 

"Not with genocide!" Charles argued. 

"Wake up, Charles! Everyday our kind suffers because of these wretches! They slaughter our kind day in and day out! So why can't we do the same to them?!" 

Charles exhaled in sadness, "We cannot steep down to their level. We must show that we are better than that. We must light the way to a better world." 

Magneto scoffed as he gazed at AJ, Pinkie, and Knuckles, "My informants have informed me of The Convergence of our worlds. These beings will not treat us any different than the Humans do! We will never be free unless we take action!" 

AJ, having heard enough, took a step forward, "Now hold on an apple pickin' minute! We don't believe in discrimination! We are accepting of other species and races! We wouldn't treat you different than anyone else!" 

Magneto quirked an eyebrow, clearly not believing her, "You say that now, but that will change in the future." He then turned to Charles again, "I'm begging you, old friend. Help me save our people." 

Charles closed his eyes and bent his head down, "I'm sorry, Erik. But I cannot. Not like this." 

Magneto, actually look genuinely hurt by this. His faced showed an expression of sadness, not anger. He actually still considered Charles as his best friend, and the fact that they were not on the same team stabbed Erik in the heart. 

Magneto's face turned cold and stone like as he glared at Charles and his allies, "Then, I'm afraid that I cannot allow you to stand in my way. If you are not with us, then you are against us." 

Magneto then tightened his grip on the Power Stone, generating a massive, purple shockwave that sent the heroes flying across the room. 

Charles was launched off of his chair due to the shockwave. He crashed against the wall as Magneto hovered up into the air. While the other members of the Brotherhood spread out across the school, Blob and Toad stayed behind. As Toad licked his lips and Blob smacked his belly, Magneto gave his friend one last solemn look, a pleading look to change his mind and join him. 

Charles' expression never changed, neither did his mind. 

Magneto sighed in sadness and gave the order. 

"Kill them."
> The Brotherhood (Part 2)
> --------------------------------------------------------------------------

 

Toad giggled as he leapt up into the air and spat out a green acidic substance at Charles, who was lying on the floor. Before the acid spit could hit the telepath, Logan landed in front of him and sliced the acidic substance with his claws. Toad frowned before he jumped up and stuck himself on the wall. 

Blob cracked his knuckles as he waddled over towards our heroes. His footsteps caused the ground to shake as he approached the heroes. Knuckles grinned before he shot forward and punched Blob in the gut....only for his fist to sink into the flab. 

Knuckles looked up towards Blob's face before he was backhanded away. 

As Knuckles crashed into the wall, Cyclops fired an Ocular Blast at the obese Mutant while Hawkeye shot a flashbang arrow. The flashbang went off in Blob's face, blinding him as the Ocular Blast slammed Blob into the doors leading into Xavier's study. 

Hawkeye, Knuckles, AJ, Cyclops, Deadpool, and Beast all followed after the massive Mutant as he crashed into Xavier's study. 





The group entered the study as Blob got back to his feet. Blob grinned before he stomped his foot on the ground, creating a tremor that shook the ground, making the heroes lose their footing. 

While they were staggering, Blob ran forward and shoulder charged Knuckles, AJ, and Cyclops. The three heroes were sent flying into a wall while Blob grinned at their pain. Suddenly, Wade teleported onto Blob's shoulders with a bomb in his hand. 

"Open wide, tubby!" 

Wade slammed the bomb into Blob's mouth before he backflipped off of the fat man. 

The bomb went off in Blob's mouth as Deadpool landed on the ground. Blob turned around, smoking from the mouth due to Wade's bomb. 

"Alrighty then." 

As Deadpool unsheathed his swords, Beast leapt through the air and delivered a nasty punch to Blob's chin, or chins in this case. Clint then fired an arrow that encased Blob in a glue, like substance, allowing Wade to dash forward so he could do his thing. 

Wade jumped up and bounced off of Blob's belly so he could slash at the Mutant's face. But it didn't do much due to Blob's elastic skin. Wade then quickly let go of his swords and grabbed the sides of Blob's head with his hands. He then pulled Blob's face closer to him and kneed him in the face. 

Wade then quickly grabbed his swords and landed on in front of the angry Mutant. 

As Blob broke free of his binds, Wade pointed his sword at the Mutant, "Hey, fat boy! Let's cut down on the food! Eh? Eeeeeh? Y'know, cause of the swords, and they're sharp. Cut.......down?" 

Wade was then grabbed by the neck and flung into a wall. 

Blob slammed his fists together as he waddled over towards Beast and Hawkeye. But an Ocular Blast, followed by a punch to the back sent him crashing onto the floor. As Knuckles landed in front of Blob, Cyclops and Applejack leapt out of the hole in the wall with sour looks on their faces. 

Blob slammed his hand on the ground, creating a tremor which made our heroes stagger. Blob got back up and backhanded Cyclops into a bookshelf. He turned his attention to Knuckles, but before he could attack, a rope wrapped itself around Blob's neck. 

AJ tried with all her might to hold the Mutant still, but Blob grabbed the rope and snapped it with his strength. Blob then caught an incoming punch from Knuckles with his hand. Blob turned his body around and threw Knuckles right into Applejack, knocking them both down. 

Blob then waddled over towards Xavier's desk and picked it up with his enhanced strength. 

He then threw the desk at Beast, who was dashing over to attack. Beast was hit by the desk and was sent crashing onto the ground. Blob turned around to see Deadpool pulling out his two Uzi's. 

"BANGBANGBANGBANGBANGBANGBANGBANGBANGBANGBANGBANGBANGBANGBANGBANGBANGBANGBANGBANG!!!" Deadpool exclaimed as he fired multiple bullets into Blob's gut. 

The bullets had no effect as Blob waddled over to Deadpool and bonked him on the head. 

"Heh heh. Sleepy time." Deadpool said in a dazed tone before he fell to the ground. 

Applejack, having had enough of this, got back up to her hooves and galloped over to Blob. The massive Mutant had grabbed Cyclops by the throat and was slowly crushing his windpipe. Unbeknownst to him, AJ had made it over to him. She turned her body around and delivered a powerful Buck to Blob's kneecap. 

Blob cried out in pain and released Cyclops from his deadly grip. Blob fell to one knee as he grasped his injured knee with his hands. It was then that Knuckles zoomed over and gave Blob's chin a powerful uppercut. As Blob leaned back from the sheer force of the punch, Beast swung off a dangling plumbing pipe, which was dangling off the broken ceiling, and stomped on Blob's face with both of his feet. 

Blob's body crashed on the ground hard. 

Beast stepped off of the now unconscious Mutant and turned to his allies, "An excellent job, my friends." 

"HUH?! WHAT?! WAZZAT?!" Deadpool shouted as he shot up into a sitting position, now regaining consciousness. 



 

Captain America raised his shield to protect himself from the incoming acid spit. The acidic projectile hit the shield as Logan flew through the air and tried slashing Toad with his claws. Toad saw this coming and quickly leapt to another wall before he could get sliced by Wolverine's claws. 

But as Toad stuck himself to the other wall, he was suddenly shocked by Natasha's Widow's Bite. The green Mutant landed on the ground as Pinkie loaded up her Party Cannon. Toad recovered and got back onto his webbed feet. Pinkie then launched confetti at the Mutant, which confused him greatly. 

It wasn't until the confetti surrounded him that he realized that the confetti was meant to blind him. 

But from what? 

It was then that Toad was hit in the chest with Cap's shield. Toad was launched across the room as Cap's shield returned to him. Toad flipped through the air multiple times before sticking himself on the wall. Black Widow pulled out her two Pistols and shot multiple bullets at the frog, like Mutant. 

Toad saw the bullets flying towards him, so he flipped off the wall as the bullets hit said wall. 

As he flipped over Natasha, he stuck out his incredibly long tongue and wrapped it around Widow's neck. As the Mutant landed on the ground, Toad pulled his head and tongue forward, hurling Black Widow right into Pinkie Pie, knocking them both down. 

"COME 'ERE, YOU LITTLE SHIT!!!" 

Toad quickly turned his body around to face the incoming Wolverine. 

Toad smirked as he stuck out his tongue once again, only this time, he wrapped it around Logan's wrist. To Toad's confusion, Logan smiled. 

"Big mistake." 

Logan then used his free hand to slice through Toad's tongue with his claws. 

Toad screamed in agony as he sucked back in what remained of his tongue. As Logan tore off the half of Toad's tongue that was still on his wrist, Toad covered his mouth with his hands. As the blood practically poured out of Toad's mouth, Cap took this opportunity and got behind the Mutant and rammed him in the back with a Hyper Charging Star. 

As Toad flew across the room, he realized that he was heading straight for Wolverine. 

Toad let out one final scream before Logan retracted his claws and delivered a nasty right hook to Toad's jawline. Toad spun around a few times before he landed on the ground, completely unconscious. 

(End song) 

The first thing Logan did after he knocked out Toad was rush over to Charles' side and helped him up onto his chair. 

"You alright, Chuck?" Logan asked in concern. 

Charles gave his friend a reassuring smile, "I am fine, my friend. You can worry about me after we stop Erik from committing mass genocide." 

As Charles spoke those words, Knuckles and the others ran out of Xavier's study and regrouped with the others. 

"Blob's down for the count." Cyclops informed his allies. 

Charles nodded, "Good, now we must focus on--" 

But a sudden charging force cut Charles off before he could finish his sentence. The charging force rammed right into Knuckles and sent him flying across the room. As Knuckles crashed into the wall, Juggernaut turned to Xavier and the others with an evil grin on his face. 

"Hey, bro. Miss me?" Juggernaut addressed his step brother, Charles Xavier. 

It was then that Mystique walked out of the hole in the wall created by Juggernaut with a sly grin on her face. As the two Mutants stood on both sides of the heroes, Applejack stomped her hoof before addressing Juggernaut. 

"And who the hay are you?" 

Juggernaut grinned, "Don't you know who I am?" 

When she didn't reply, Juggernaut stomped his foot on the wooden floor. The sheer force of his stomp caused the floor to shake, destroying the mansion even more. Juggernaut then charged towards the group of heroes. 

"I'M THE JUGGERNAUT, BITCH!!!"
> The Brotherhood (Part 3)
> --------------------------------------------------------------------------

 

"THERE AIN'T NOTHIN' THAT CAN STOP ME!!! RARGH!!!" Juggernaut declared before he charged forward at impossible speeds and slammed Wolverine right through the wall behind him. 

Beast turned to his fellow allies and shouted, "We must make haste! We cannot stop Juggernaut like this!" 

"We have to get out of the mansion!" Charles added in a tone that practically told them that they needed to get moving. 

Cap took the lead and motioned the others to follow him with his hand, "Let's move out, people! GO, GO, GO!!!" 

"Really wish we had a Hulk right now!" Clint shouted as he and the others followed Cap through the hole in the wall, regrouping with Logan. 

Juggernaut turned to Mystique, who gave him a sly smirk, "Go have your fun, big guy." 

Juggernaut grinned eagerly before turning around and charging after the group of heroes. 



 

As the group of heroes rushed through the many hallways of the mansion, attempting to outrun Juggernaut, Cyclops, who was pushing Xavier's chair, shot an Ocular Blast from his eyes to destroy a collapsed column in their path. As they continued to move, the ground beneath them shook slightly, sending chills down everyone's spines. 

They all turned around to see Juggernaut crash through a wall on the other side of the room, not showing any signs of slowing down anytime soon. 

Pinkie turned her body to face the unstoppable Mutant, "I don't think you were invited to this party, mister." 

She was then pulled away suddenly by Knuckles as everyone else started running away, "NOW'S NOT THE TIME FOR THAT PINKIE!!! NOW'S THE TIME FOR RUNNING AWAY!!!" 

Juggernaut laughed in amusement. They actually thought that they could outrun him! That was hilarious to him. As the group of heroes approached the end of the hallway, Cap quickly took a sharp left turn, continuing down the new hallway with the other heroes following close behind. 

Juggernaut was going too fast and couldn't stop himself in time. So he just barged through the wall ahead of him and navigated his way through the mansion in hopes of catching up. 



 

As Cap and the other heroes barged through the doors leading into the cafeteria, Juggernaut tore through the sidewall of the cafeteria. Before anyone could react, Juggernaut leapt into the air and slammed his fist down onto the ground. The resulting shockwave separated the group of aligned heroes out in multiple directions. 

As Cap picked up his shield and Logan snapped his jaw back into place, Juggernaut walked over towards them, slowly and menacingly. As he walked over, Juggernaut backhanded any tables or chairs in his way. One of those tables just happened to have a stack of Chimichangas set on top of it. 

Once Juggernaut backhanded the table full of the delectable treats away, Deadpool quickly shot up onto his feet and wailed. 

"NOOOOOOOOOO!!!" 

Wade then took out his swords and dashed over towards Juggernaut. 

"YOU PIECE OF SHIT!!! YOU CAN'T JUST BACKHAND A TABLE FULL OF CHIMICHANGAS LIKE GARBAGE OR A PILE OF SHIT!!! Granted I don't even like the stuff, I just like the word, BUT THE PRINCIPLE STILL STANDS!!!" 

But before Wade could get the jump on him, Juggernaut turned his body around and grabbed Wade by the neck. Juggernaut then raised the Merc with a Mouth into the air, applying pressure to his windpipe. 

"O....Okay.....maybe I.....didn't......plan this out." Wade stuttered out as Juggernaut placed his other hand on Wade's pelvis, "Oooh, take me to dinner first, Juggy." 

Juggernaut was not amused, "I'm gonna rip you in half now." 

Wade wasn't threatened, in fact, he laughed right in Juggernaut's face, "That is such a Juggernaut thing to sa--" 

Before Deadpool could finish what he was about to say, Juggernaut tore his torso off of his legs, spraying blood and gore all over the floor. As Wade's inner organs splattered on the floor, Pinkie, AJ, and Knuckles screamed out in horror. 

But their scream was cut short as Wade groaned in annoyance, "Ugh, this is gonna be such a BITCH to regenerate." 

(Maybe if you actually thought of a plan this wouldn't have happened) 

"Did I ask for your input? I think not." 

Juggernaut then tossed both halves of Deadpool behind him as he continued walking over towards both Logan and Captain America. As he continued to walk closer to the two heroes, Charles Xavier, now rendered immobile due to being paralyzed, formulated a plan. 

"Friends! We must remove that helmet from Juggernaut's head! He will be vulnerable to telepathic attacks!" 

"So....we just gotta take off that helmet on his head?" Applejack asked for clarification as she got back on her hooves. 

Natasha, already on her feet, cracked her neck by tilting it from side to side, "Oh, this is gonna be fun." She said sarcastically. 

As all the heroes stood their ground, Deadpool simply waved his arm through the air, "Yeah, you guys got this! I'll just be....lying here....slowly regenerating." 

As the heroes, sans Charles and Deadpool, surrounded the unstoppable Juggernaut, the massive Mutant simply grinned as he cracked his knuckles. 

Logan gave Juggernaut an evil grin as his claws sprung out of his hands, "That helmet ain't gonna protect ye, bub." 

"Heh. I'm gonna enjoy breaking every bone in your body." Juggernaut replied. 

"I'D LIKE TO SEE YOU TRY, BUB!!! RARGH!!!" 

Logan roared as he and the other heroes charged towards Juggernaut. The unstoppable man stamped his foot on the ground, which created a tremor that was meant to throw the heroes off balance. But Wolverine, Beast, and Captain America all jumped in the air to avoid the tremor. 

They soared across the air towards Juggernaut, hoping to get a clear shot at his helmet. While both Beast and Cap were swatted away by Juggernaut's massive backhand, Logan on the other hand, got close enough and slashed away at his helmet, but no damage was done to the protective helm. 

As Logan flipped over Juggernaut's head, Knuckles got back onto his feet and charged forward to try and land a hit on Juggernaut. But the attempt was in vain as Juggernaut caught Knuckles' fist with his hand. Knuckles looked upward to see Juggernaut giving him a sick grin. 

The Mutant then began to squeeze the Echidna's hand, causing the Emerald Guardian to cry out in pain. 

"HANG ON, KNUX!" A southern accented voice shouted out to the Echidna warrior. 

Juggernaut raised his head slightly and saw Pinkie loading something into her Party Cannon. Before Juggernaut could question it, Pinkie fired her cannon. Applejack shot out of the cannon like a bullet and slammed herself right in Juggernaut's chest. 

Juggernaut staggered back as he released his grip on Knuckles. 

Applejack landed on the ground in a less than gracious manner, her head thumping like crazy. She shook her head before she looked up to see Knuckles lending her a helping hand. As the Echidna helped the Pony up onto her hooves, Juggernaut growled in anger as he prepared to charge at the pair. 

He would've charges right at them had it not been for Cyclops, who fired an Ocular Blast directly into Juggernaut's back. Juggernaut fell to one knee as Pinkie hurled a cupcake directly into Juggernaut's face, annoying him even further. 

"Now I'm pissed!!!" Juggernaut seethed through his gritted teeth. 

(End song) 

As Juggernaut slammed his fist into the ground, Hawkeye finally recovered from being knocked around and got to his feet. But he then found himself back on the ground due to being kicked in the chest by.... 

"NATASHA?!" Clint shouted in shock. 

 

'Natasha' smirked down at Hawkeye before aiming an Uzi directly at his head. But before she could get the shot, she was hit with a flying, double drop kick by the real Black Widow. As the imposter fell to the ground, Natasha gave Clint a sly smirk. 

"Aw, you falling for me, Barton?" 

Clint shook his head as he got back to his feet, "Shut up." 

The two agents stood side by side as the imposter got back onto her feet. The imposter then suddenly morphed into Mystique. 

As Natasha took out her Pistols and Clint readied his bow and arrow, the blue Mutant shrugged before pulling out her two Uzis, "Why should Juggy have all the fun?" 

"MOVE!!!" Nat ordered before Mystique let the bullets fly. 

Nat rolled to her right while Clint slid to the left as Mystique fired her guns. As Hawkeye slid across the wooden floor, he fired an arrow from his bow. Mystique ceased firing and flipped over the arrow. Once she landed, Mystique quickly moved her head to the left to avoid getting hit by Natasha's fist. 

The Mutant quickly did a one eighty degree turn and blocked a kick with her forearm. Natasha, much to Mystique's confusion, smirked before spinning her body around and kicked Mystique in the face, causing the Mutant to stumble back a bit. 

Mystique rubbed her jaw with her hand before ducking down to avoid a strike from Hawkeye. Mystique straightened herself as the two agents walked around her like a predator circling its prey. 

Mystique smirked as the two heroes shot forward. 

Hawkeye tried raising his bow into the air so he could strike Mystique with it, but the Mutant quickly raised her leg and pinned it to the ground while blocking a punch from Black Widow. Mystique then proceeded to kick Widow in the gut with her other leg as she punched Clint in the nose with her other hand. 

As the two heroes stumbled back, Mystique smirked evilly at the pair while aiming her Uzis, "Not as challenging as I thought you would be." 

It was Mystique's turn to be confused as the two heroes smirked at her. 

"Who said we were challenging you?" Natasha replied coolly. 

All of a sudden, Pinkie planted herself on Mystique's shoulders and got in her face. 

"SURPRISE!!!" 

She then slammed a pie into the Mutant's face and zoomed away.....somehow. 

Natasha then fired her Widow's Bite while Clint shot an electric arrow. The two projectiles hit Mystique's chest, electrocuting her. Her body looked as if she were having a seizure. Her entire body shook from the electricity before she fell to the ground. 

Hawkeye and Black Widow both shared a fist bump, they earned it. 

"GET. OFF. ME!!!" A sudden roar of anger caught their attention. 

They both turned around to see Knuckles on top of Juggernaut's shoulders, trying to pry the helmet off of the Mutant's head. It was then that Logan leapt through the air and dug his claws underneath the small gap at the base of the helmet and tried to help Knuckles in getting it off. 

"PISS. OFF!!!" Juggernaut shouted once again. 

The helmet was beginning to loosen. They were going to get it off. But as close as they were, it just wouldn't budge. 

"GRR, COME ON YOU PIECE OF SHIT!!!" Logan roared in anger. 

"Wolverine! Knuckles! Hold it for a little longer!" Cyclops shouted as he pressed two of his fingers to the side of his visor. 

Cyclops then fired an Ocular Blast directly at the helmet, launching it right off of Juggernaut's head. 

Scott turned to the Professor, "NOW, PROFESSOR!!!" 

Charles nodded before he placed two of his fingers to the side of his head. Juggernaut then screamed in pain and placed his hands on his head as Knuckles and Wolverine jumped off of the big lug. Juggernaut continued to scream as he fell to his knees, holding his head in pain. 

His screaming stopped as he fell to the ground in an unconscious heap. 

(End song) 

Charles let out a sigh of relief as Beast rushed over and helped him into his chair. 

"That was stupendous, Professor!" Beast complimented. 

"It wasn't only me, Hank. Our working together helped us achieve this victory." Charles replied. 

"But the fight isn't over yet." Cap informed the two as he walked over to them. 

Charles nodded in agreement, "He's right. We must retrieve the Power Stone from Erik's possession." 

"Sorry, but where are the other X-Men?" Hawkeye asked the old man. "We could really use the backup." 

"This was not the only location the Sentinels were dispatched to. For now, it is just us." Charles informed the group. 

Applejack bowed her Stenson with her hoof, "Well shucks, that's all we'll need." 

But it was then that a scent caught Logan's attention. He sniffed the air with his nose before turning to the door that led to backyard of the mansion. 

Beast placed a hand on his friend's shoulder, "Logan?" 

"Grr, that scent." He sniffed again before he growled in absolute hate and fury, "Victor." 

Wade, who was almost done regenerating, rolled his eyes, "Oh great. You're using something that comes from that continuity?" 

(To be fair it does raise the stakes for the next chapter) 

(Which means more blood and gore!!! MORE VIOLENCE!!!) 

Deadpool shrugged his shoulders as he got back onto his newly regenerated legs, "That actually makes sense." 

Logan then rushed out of the building and slammed through the doors leading to the backyard. Once the others caught up to him, they saw two figures standing in the now fiery backyard. 

Sabretooth and Lady Deathstrike. 

Victor smiled while Logan snarled. 

"Hey, Jimmy. Been a while."
> The Brotherhood (Part 4)
> --------------------------------------------------------------------------

Logan snarled in anger while Sabretooth gave his nemesis the widest grin he could muster, showing off his canine teeth. Lady Deathstrike gave Logan a hateful glare as she extended her Adamantium fingers to twice their original length. Sabretooth folded his arms over his chest, never taking his eyes off of Wolverine. 

"Been a while, runt." Sabretooth started, a sick grin still plastered on his face, "When the boss told me his plan to invade, well, the chance to kick your ass again was too good of an opportunity to pass up." 

Wolverine snarled before replying, "You ain't gonna get the chance, bub." 

Victor quirked an eyebrow, "Oh? And why's that?" 

Logan raised his forearm close to his face and crushed his hand into a fist, extending his claws, "Because I'm gonna cut your goddamn head off." 

Sabretooth scoffed as he unfolded his arms and readied his own claws, "Big talk from such a short stack!" Victor sneered in reply. 

Deadpool then suddenly raised his arm into the air, "Soooo, are you two brothers or not?" 

They both then looked ad Wade like he was a lunatic. Well, more of a lunatic than he is. 

"Wade, where the fuck did you get that idea from?" Logan asked, genuinely confused. 

Wade shrugged, "Well I mean, his name is Victor in the movie. So I thought that--" 

"You do know that Victor is his name in the comics, right?" Pinkie chipped in. 

Wade turned to the pink Pony and replied, "Okay, in my defense, I scribbled on all the pages of my Wolverine comic books with crayon." 

Pinkie then gave him a look that said 'Are you serious?' 

Wade shrugged once more, "What? I was bored." 

"CAN YOU ALL JUST SHUT UP!!!" Sabretooth roared, finally grown impatient, "We came here to fight! So let's fight!" 

Deathstrike pointed one of her extended index fingers at the Adamantium Champion, "I am going to rip that Adamantium from your corpse, Logan-San." 

Cap then took a step forward, ending up standing next to Wolverine, "You'll have to go through us first." 

Knuckles then took a step forward, "Yeah, he's not fighting alone! Hope you're ready to eat, because you got a knuckle sandwich coming your way!" 

Sabretooth grinned like a maniac, "Oh-ho-ho, I'm gonna enjoy tearing your flesh from your bones!" 

"THEN LET'S DO THIS, BUB!!!" Logan shouted as he got ready to attack. 

 

The battle commenced as soon as Logan shouted those words. 

Logan and Victor dashed right toward one another, with Sabretooth pouncing on Wolverine. The two rivals tumbled across the grass until Logan kicked Victor off of him. Sabretooth shot back up onto his feet and sharpened his claws before running towards Logan. 

The two rivals met as their claws collided with one another, causing literal sparks to fly from the sheer impact. The two broke apart before Logan tried to slash at Victor's throat. But Sabretooth saw this coming and grabbed Logan's forearm with his hand and used his elbow to pop Logan's elbow out of place before kicking him away. 

Wolverine skidded back a few meters before popping his elbow back into place. 

Logan and Victor both roared at the same time before charging towards one another once again. Sabretooth tried stabbing Logan in the gut, but the hero the strike by moving his arm downwards and blocking Victor's claws with his own claws. Logan then pushed his free arm forward and stabbed Sabretooth in the shoulder, causing the Mutant to roar in pain. 

Victor then hit Logan's nose with a ferocious headbutt, causing him to stumble back, removing his claws from Sabretooth's shoulder as he did. As Sabretooth's shoulder regenerated, the Mutant villain shot forward and slashed Logan across the face with his claws. 

Logan snarled as his cheek healed itself. 

Sabretooth pounced once more, but this time Logan was ready for him. 

When Sabretooth was close enough, Logan quickly grabbed his left arm with his hands and threw him over his head and slammed him onto the ground. Not missing this chance to take him out, Logan readied his claws to stab Victor right in the eyes before he could get the chance to escape. 

But unfortunately, Sabretooth recovered from his dazed state and rolled away as Logan tried to stab him. Logan's claws sunk into the dirt, giving Sabretooth the chance to quickly knee his hated rival in the ribs. Logan rolled across the floor, holding his side with his hand. 

Sabretooth readied another strike, but he was stopped as two swords tore through his torso. Sabretooth roared in pain as Wade removed his swords from Victor's torso. While Sabretooth's wounds began to heal, Applejack galloped over before jumping through the air towards the insane Mutant. 

Applejack then delivered a mighty buck to Sabretooth's nose with her forelegs, knocking the villain to the ground. 

Sabretooth popped his nose back into place with his hand as Applejack landed on the ground. But before Sabretooth could get up, he felt something pierce his leg. He snarled as he looked down at his leg and saw an arrow poking through. Sabretooth tore out the arrow, allowing his leg to heal. 

He stood back up as the group of heroes circled around him. 

But Victor wasn't threatened in the slightest. In fact, he grinned at the challenge, "Heh, now THIS is more like it!" 

(End song) 



 

 

Pinkie launched a dozen cupcakes from her Party Cannon, intending to hit her foe. But Lady Deathstrike simply tore them to shreds with a single swipe of her Adamantium fingers. She gave the party Pony a sick grin before zooming forward towards the Equestrian. 

Pinkie would've been mincemeat had it not been for Captain America, who skidded to a stop in front of her and defended her from the attack with his mighty shield. Cap managed to push Deathstrike back with a mighty shove with his shield. 

Deathstrike swiped her claws together before leaping into the air. She then shot downwards towards Cap, her claws ready to pierce his skin. But a nasty punch to her jaw from the side, courtesy of Knuckles, sent her flying to the side. She landed on the ground, where Beast was waiting right behind her. 

Deathstrike turned her body around and tried cutting Hank's head off, but he managed to duck just in time. He then delivered an uppercut to her jaw, which sent her flying through the air. Deathstrike flipped through the air a few times before landing with both feet on the ground. 

Cap then threw his mighty shield at the evil woman, but Deathstrike dashed forward and performed a knee slide as she bent over backwards to avoid the star spangled projectile. She made it over to the Captain and tried slashing him with her claws, but Cap dodged left and right to avoid being sliced up. 

She would've attacked again, but Cap's shield ricocheted off the stone sculptures in the backyard and slammed against her back. This left her open to attack. Cyclops ran over and fired an Ocular Blast at her torso, sending her flying across the yard. 

Cap then caught his shield as he rushed over towards Deathstrike and hit her in the face with his shield, leaving her open so Knuckles could finish this. 

The Echidna zoomed over and delivered a destructive Haymaker to her jaw line. She spun through the air a few times as Natasha bounced off of Cap's shield and jumped through the air. Black Widow, once above Deathstrike, stomped on the villain's chest with both of her feet, sending the Mutant crashing down on the ground. 

(End song) 



 

 

Deadpool laughed like a little school girl as he fired several bullets into Sabretooth's torso. This allowed Applejack to gallop over to the evil Mutant and buck the back of his knees. As Victor fell to his knees, Hawkeye shot an arrow into his eye. As blood oozed out of Sabretooth's eye, Logan charged over and stabbed Sabretooth in the chest with both of his claws. 

As the evil psycho roared in pain, Logan got close to his face, gritting his teeth in anger. 

Victor smiled, "Go ahead, runt! DO IT!!! SHOW THEM THE REAL YOU! SHOW THEM THAT YOU'RE NOTHING BUT A COLD, RUTHLESS KILLER!!!" 

Logan then got real close and replied, "I'm not like that anymore. I'm better than that. Better than you, Victor." 

"Heh, I knew you didn't have the balls to finish me, Jimmy. You've become soft." 

"No, I've become better." 

Sabretooth then spat in Logan's face before the hero gave his arch rival a headbutt. Logan retracted his claws as Sabretooth fell backwards and landed on the ground, unconscious. 

Logan huffed before he spat in Sabretooth's face. 

Logan then walked away from his defeated rival. 

(End song) 

Logan then walked past the group of heroes as he took a cigar and a lighter from his back pocket. As he lit his cigar, the mansion suddenly exploded, sending all the heroes flying across the yard. As they all landed on the ground, a figure engulfed in a purple, fiery aura floated up from the remains of the school. 

Each of the heroes glared daggers at the Master of Magnetism while Charles looked at his old friend with a solemn look. 

As Magneto looked down at his enemies with his glowing, fiery, purple eyes, he clutched onto the Stone in his hand. The Stone has expanded his power's limits. He can not only control metal, but he can control anything. He levitated pieces of metal, boulders of stone, and shards of wood into the air, continuing to glare at his enemies. 

"I gave you the chance to join me, Charles. You refused. Now you must suffer the consequences."
> The Master Of Magnetism
> --------------------------------------------------------------------------

"We could have saved our kind together, Charles!" Magneto shouted as he floated down towards the now charred backyard of the X-Mansion. Magneto continued as he landed, "But you still place faith where it doesn't belong! These Humans will NEVER learn to co-exist with Mutant kind! This is a path that leads nowhere!" 

Charles slammed his fist down on the arm of his wheelchair in frustration, "What do you suggest I do, Erik?! Follow your path? A path that leads to ruin and damnation?" Charles exhaled before continuing, "We need to fight for peace between our two races, Erik. Not start a war." 

Magneto shook his head, growing more agitated at Charles' naivety, "Don't you understand? The war is already here." 

Magneto then tightened his grip on the Power Stone, its power engulfing him in a fiery, purple aura. 

"We already have the upper hand and I intend on using it." 

The group of heroes all readied themselves for a fight as Magneto floated himself into the air. If Magneto wasn't going to surrender peacefully, then the heroes were going to stop him by force. 

Applejack glanced at Cyclops through the corner of her eye, "Guess there's no way we're settlin' this peacefully, huh?" 

"Guess not." Cyclops replied as he readied his visor. 

Magneto glared daggers at the group before him, "Very well. If you wish to stand against me..." He then closed his fist around the Power Stone and raised his arm into the air, the light of the Power Stone shining through his closed fist, "Then perish!" 

 

A purple colored shockwave originating from the Stone burned away the remaining grass on the ground the heroes stood on. 

The fight was on. 

As Magneto used his newly enhanced abilities to tear out chunks of the ground and raising them beside him, Wolverine roared a battle cry and charged forward at a quick pace as the other heroes followed behind him. Logan jumped onto one of the floating chunks before jumping onto the next and the next. 

As Wolverine continued on his path towards Magneto, Cyclops fired a blast from his visor as Cap hurled his mighty shield at the Master of Magnetism. 

Magneto simply backhanded Cyclops' blast away and caught Cap's shield in mid air with his magnetic abilities. Logan took this chance to try and attack Magneto from behind. But the magnetic Mutant turned his body around sharply and hurled Cap's shield directly at Logan's chest. 

Wolverine crashed onto the ground as Beast charged forward to try and leap at Magneto. But Erik threw his arm forward, which launched all of the chunks of debris at the Mutant. Beast snarled before he jumped into the air and bounced off of the falling chunks of debris. 

Pinkie took this opportunity to pull out her Party Cannon out of thin air and place it on the ground. She then quickly lit the fuse and hopped in. The cannon launched the pink Mare into the air, right towards Magneto. As Beast attacked from the front while Pinkie attacked from behind, Magneto grit his teeth before releasing a shockwave that sent the two crashing back down onto the ground below. 

Magneto then landed on the ground, cracking the ground beneath him as Applejack and Hawkeye darted towards him. As Hawkeye slid on his knees while drawing an arrow from his quiver, AJ bent her head down with an intent on headbutting Magneto. 

Hawkeye shot the arrow, but it simply turned to ash as Magneto turned his head and glared at the projectile. Clint was then levitated into the air by Magneto as Applejack drew closer towards him. Erik slammed Hawkeye on the ground harshly before launching him across the yard with a flick of his wrist. 

Magneto then turned his gaze towards Applejack before raising his fist and closing it.  

An eruption of purple fire shot up right beneath Applejack, which launched her into the air before Magneto tossed her aside with a wave of his hand. 

A barrage of bullets sounded off in the air before Magneto halted said bullets before they could hit the back of his head. He then turned around, only to be punched in the gut by Knuckles. 

"Gotcha!!!" Knuckles exclaimed. 

But to his surprise, Magneto didn't seem fazed by the attack at all. 

He didn't even stagger. 

"A feeble effort." Magneto replied nonchalantly as he dusted himself off. 

Knuckles was then pushed back right into Black Widow by Magneto. 

As Magneto turned around, he was met with the sight of Deadpool charging towards him with both of his swords in his hands. 

"I'm the ghost of Christmas KICK YOUR ASS!!!" 

Magneto simply raised his hand into the air, which levitated Wade's swords into the air. 

Deadpool stopped dead in his tracks before slumping forward. 

"Ffffffffuck." 

Erik then raised his index finger before bringing it down again. It was then that Wade's swords turned around and launched themselves right into Wade's chest. 

Magneto folded his arms, "That ought to silence you, you loud mouthed fool." 

The villain then floated back up into the air while glaring daggers at Charles the entire time. 

Magneto looked to his friend with a saddened look on his face. He hated this. He hated being at odds with his best friend. If only he could see his side of the chess board. Magneto exhaled, feeling sad knowing that Charles would never side with him. 

"I'm sorry that it's come to this, Charles." 

(End song) 

But before he could do something that he would later regret, a storm cloud suddenly formed above him. Just as Magneto gazed upward, a lightning bolt struck him in the chest. As Magneto crashed down on the ground, his feet were suddenly frozen in ice. 

As Magneto prepared to melt the ice, multiple flaming playing cards struck his back, exploding on impact. Magneto quickly recovered from the attack, but it was then that a man made out of steel charged forward and delivered an uppercut to Erik's chin. 

Magneto was launched into the air before he came crashing down on the ground. 

 

As Magneto got back onto his feet, the steel Mutant stomped over towards him. 

 

Colossus smacked his fist into his open hand. 

A Mutant then slid down a ramp made out of ice and landed next to Colossus. 

 

Ice Man had a mischievous smirk on his face. 

A sudden whistle caught the attention of the Master of Magnetism. When he turned to his left, he saw a Mutant leaning against the remains of a charred tree, holding a stack of playing cards in his hands. 

 

Gambit was ready to play his hand. 

As Gambit began walking over, another Mutant descended from the sky and landed in front of the group of Mutants. 

 

Storm's eyes lit up, the power within her waiting to be unleashed. 

The other members of the X-Men had finally arrived to stop Magneto, and retrieve the Power Stone from his possession. 

Magneto folded his arms as he hovered into the air, "It appears that the rest of the X-Men have joined this little get together." 

"Surrender, Magneto!" Colossus shouted at the villainous Mutant. 

Gambit took out his Bo staff and pointed it at the Mutant, "You're outnumbered, Mon ami. " 

"Release the Power Stone. Now!" Storm demanded. 

Magneto's eyes glowed a threatening purple as he pointed at the X-Men, "I've just about HAD it with you annoyances! This battle is over!" 

 

Magneto summoned five purple orbs of fire and hurled them at the X-Men. Ice Man, thinking quickly, created a wall of ice to block the attacks. The wall didn't last long as it broke apart, but Gambit quickly leapt over Ice Man, using his Bo staff to propel himself into the air. 

Gambit then sent five playing cards Magneto's way. 

Magneto dispelled the cards with a wave of power. But this left him open to attack by none other than Cyclops, who fired another blast from his visor and struck Magneto in the back. As Erik staggered, Storm flew up into the air and generated a tornado around Magneto. 

Inside the tornado, multiple lightning bolts struck the villain, preventing him from attacking any further. 

Meanwhile, outside the tornado, Wolverine tucked in his knees as Colossus grabbed his body and hurled him into the tornado. Logan untucked and unsheathed his claws as he entered the tornado. It was then that Logan tackled Magneto right out of the tornado. 

As the two Mutants crash landed on the ground, Beast dashed forward and shoulder charged Magneto as he tried to get back up. 

Magneto tumbled across the yard, heading right towards Captain America. 

Once close enough, Cap delivered a nasty uppercut with his shield to Magneto's chin. 

As Magneto soared into the air, Deadpool, who had removed his swords from his chest, took out a Bazooka and fired a rocket right at Magneto. 

The rocket hit its target. 

Magneto was sent flying through the air before crashing down on the ground and tumbling to a stop. As Magneto rolled across the ground, he lost his grip on the Power Stone. 

The Stone flew through the air before being caught by Black Widow with one hand. 

Erik panted heavily as he rose to one knee. His head rose up, only to see the group of heroes surrounding him. Magneto turned his sights to the ground. 

He lost. 

(End song) 

Charles rolled over towards his friend in his wheelchair, the heroes moving aside to let him through. He came to a stop in front of Erik. 

Magneto looked up to his friend, "All I want is for Mutants to live in peace." 

Xavier shook his head, "This isn't the way, Erik." 

Magneto rose to his feet, not letting up his sights on Charles, "Unfortunately, Charles, this is the way that works. I only wish you could see things my way." 

Charles sighed in disappointment, "Me too." 

And with that, Magneto levitated himself into the air and left. 

As Charles closed his eyes in thought, Applejack trotted up next to him, "Why'd ya let 'im go, Professor?" 

Charles turned his towards her and gave her a kind smile, "He no longer has the Stone, and as long as nobody threatens him or his people, he will leave well enough alone." 

Charles then turned his head to Storm as she walked to her mentor, "We came as soon as we could, Professor." 

Charles smiled, "Better late then never, as they say." 

As they talked, Black Widow walked over and handed the Stone to Cap, "All things considered," she started, "things went better than we expected them to." 

Cap nodded in response before looking down at the Stone in his hand, "Although I wonder how the others are faring with finding the other Stones." 

It was then that a voice sounded over the comms system in Cap's helmet, "This is Shadow to all available members of The Avengers, Freedom Fighters, and Elements of Harmony. The Stones are at risk of being taken, head to Stark Tower now! I repeat, get to Stark Tower and defend those two Stones!" 

The group all looked around at one another, confirming that they all heard the distress call from Shadow. 

"That answer your question?" Deadpool piped up, breaking the silence. 

End Of Arc 5
> A Doomed Alliance
> --------------------------------------------------------------------------

A few hours before Shadow's distress signal 


"Okay...this is starting to get on my nerves." Tony Stark muttered as he rubbed his eyes with his left hand. 

It had only been an hour or so since Captain America and his team departed for the X-Mansion to deal with the Sentinels. During that time Tony had already begun a conference call with the leader of the Fantastic 4. 

 

Reed Richards, aka Mister Fantastic. 

For the past hour, Tony, Reed, and Tails were brainstorming ways of neutralizing the Stones for good. Unfortunately, their efforts have been for naught thus far. They each contributed in offering ideas and scientific evidence to support their claims, but each time they came close to a solution they hit a roadblock. 

"I concur, but we cannot be deterred. If we do not find a way to neutralize the Infinity Stones, then all will be lost." Reed reminded his peers of the severity of the matter at hand. 

Tails exhaled heavily as he placed his hands on his hips, "There must be a connection somewhere. We just have to put the pieces together." Tails massaged his forehead before turning to leave the room, "I need a break. I can't think straight." 

As Tails left the room, Reed looked upon the retreating Fox with a hint of pride on his features. 

"That boy is a young prodigy. It's amazing how high is intellect is...and at such a young age as well." 

Tony felt a smile tugging on his lips as he gazed at the doorway leading out of the lab, "Yeah, he is." 

Reed's face then became serious once more as he regained focus on the matter at hand, "But we must remain focused, Tony. How's the retrieval of the Infinite Six progressing?" 

Tony turned around to face Reed...or rather his hologram, "So far, not good. Thanos will be knocking on our front doorstep in two days and we only have two Stones. Not only that, but there's been a breakout at The Raft and an attack on the X-Mansion, so there's that." 

Reed shook his head, "These are distractions we certainly do not need." Reed then placed his hands on his hips as he continued, "What about the rest of your team? Where are they now?" 

A sudden tremor shook the tower answered Reed's question. 

Tony exhaled as he tugged on his tie slightly, "Training." 



 

"ROOOOOOOAAAAAAAARRRRR!!!!!" 

Hulk charged forward towards Thor with an intent to break him in two. Thor on the other hand gave out a hearty laugh. 

"COME ON THEN, BANNER! LET US FINALLY DECIDE WHO IS THE STRONGEST AVENGER!" 

While those two charged at one another Rainbow Dash was zooming around the training room, avoiding the various laser blasts being blasted at her. 

"Come on! Is that the best you got?!" RD exclaimed in an excited manner. 

It wasn't until a very large hammer struck her in the face that she finally slowed down. She shook her head and saw that it was Amy who interrupted her. 

The pink Hedgehog gave the rainbow maned Mare a sly smirk as she leaned on the handle of her Piko Piko Hammer, "Well if it's a challenge you want." 

Rainbow grinned as she readied herself, "Oh ho ho! It. Is. On." 



 

"Alright, let's hurry up and get back to work." Tony said to Richards, wanting to get back on topic. 

Reed nodded, "Yes, let's." 



 
30 minutes later 

"Okay, this is getting us nowhere." Tails said with a heavy sigh. 

"Hate to admit Reed, but the kid's right." Tony agreed with his Fox companion, "How about we take a break and try and gather some more data before we chat again?" Stark suggested to the leader of the Fantastic 4. 

Reed sighed, but nodded in agreement, "Very well. I shall see what I can gather here at the Baxter Building. We'll reconvene in 2 hours to present our findings." 

Tails smiled at the genius, "Sounds good! Good luck, mister Richards." 

Reed gave the young boy a smile of his own, "Same to you. And please, call me Reed." 

Reed's hologram then flickered away, ending the call. 

Tony then exhaled once more, relieved that he can finally take a break, "Thank God, I need a drink." 

Tails gave Tony a mischievous look as they both turned to leave the room, "J.A.R.V.I.S says you need to lay off the drinking." 

Tony quirked an eyebrow at the young Fox, "I'm sorry, but who's the boss here?" 

"J.A.R.V.I.S." 

"Alright, smart-ass." 

The two scientific geniuses walked out of the lab and made their way to the main lounge of the tower. As they discussed possible ways to neutralize the Infinity Stones, they both stopped in the middle of the hallway where they ran into Spike and Fluttershy. 

Tails gave his two friends a small wave before greeting them both, "Hey you guys. What have you two been up to?" 

As always, Fluttershy hid her face behind her mane and replied softly, "Oh...um, well....Spike and I have just been talking over tea. It's far too dangerous and scary for the two of us to be out there." 

Spike huffed as he crossed his arms, "Even though I could totally help." The small dragon muttered under his breath. 

Fluttershy didn't hear that, so she continued, "Usually I'd have tea with Discord, but...well..." 

"Speaking of which, where is Discord?" Tails asked. 

Tony stroked his beard in thought, "Didn't you say he was like a God or something? He could really come in handy." 

Fluttershy's face turned from one of shyness to one of sadness, "I don't know. I haven't heard from him and I'm starting to get worried." 

"Yeah, you would think that three worlds merging together would attract the attention of a Lord of Chaos." Tails wondered aloud, also wondering where the Draconequus could be. 

Tony placed his hands in his pockets and gave Fluttershy a reassuring smile, "Don't worry, Flutters, I'm sure he's fine. Once we find the Stones, we'll start looking for him." 

That seemed to calm Fluttershy's nerves as she smiled back at Tony, "Thank you, Tony." 

"Don't mention it. Now come on, I need Scotch and I need it now." 

The group then all continued making their way towards the main lounge to relax and take a break. But as they were passing the training room, the door slid open as Rainbow Dash and the others walked out. But before Tony could get a look inside, the door slid shut. 

The billionaire turned to the Pegasus, "You better not have completely trashed it." 

Rainbow averted her gaze to the left as she laughed nervously. 

Tony sighed as he pinched the bridge of his nose, "Great." Tony muttered sarcastically before exhaling, "Let's just get to the lounge." 



 

The door to the main lounge slid open as Thor and Tony led the group of heroes inside. 

"Stark! Prepare your finest beverages. We all need it after our training session!" Thor declared loudly. 

Tony gave the Thunder God a quizzical look before replying, "What am I running a hotel? You have your own drinks, Point Break. Don't go ransacking my--" 

Tony's words got lost as he turned away from Thor and looked inside the main lounge. His and all the other members of The Avengers' eyes widened at what they saw inside the main lounge. Specifically WHO was inside the main lounge at the bar pouring himself a drink in his chalice. 

 

Dr. Doom turned his head towards the doorway, meeting the gaze of the shocked Avengers. 

"Greetings, Avengers." Doom greeted his enemies as he finished pouring his drink. 

"DOOM!!!" Thor bellowed as his grip on Mjolnir tightened. 

Tony quickly shot his arm outwards as the gauntlet of his suit flew out of a secret hatch behind the bar. Doom tilted his head slightly to the left to avoid the gauntlet, completely unfazed. The gauntlet flew onto Tony's hand before he opened up his hand, the palm of his hand glowing with power. 

"Y'know, I don't know what's worse," Tony started, not taking his aim off Doom as he spoke, "The fact that you somehow got through my tower's defenses or that you thought that you could help yourself to my Scotch." 

Doom swirled his drink in his hand as he slowly moved away from the bar, "Your defenses were a joke. A toddler could've broken through your mediocre security." Doom mocked the billionaire as he stepped away from the bar. 

Hulk snarled as he took a step forward, but Thor placed his arm in front of the green behemoth to halt his movements. 

Rainbow, who was beyond confused, turned her head towards Tony, "Tony, who is this guy?" 

Not taking his sights off Doom, Tony replied, "Victor Von Doom. Merciless dictator of Latveria, evil genius, and super bad guy number 1. This guy is at the very top of S.H.I.E.L.D's Most Wanted list, and for good reason. Not only has Doom tried to conquer Earth multiple times, but he has made it his very mission to ruin Reed Richards' life. Right now, you are staring at the single most dangerous man on the planet." 

This actually caused the Equestrians and the Mobians to worry. If The Avengers were nervous around this guy, then he must mean bad news. 

"But that does not explain why he is here." Thor growled as his eyes crackled with lightning. 

"Yeah, I don't exactly remember sending you an invitation into my home." Tony quipped in a serious tone. 

"Doom goes wherever Doom pleases. He does not need your permission. Especially the permission of a being that is BENEATH him." Doom sneered in reply. 

Spike leaned in towards Fluttershy's ear and whispered, "Great, this guy talks like Trixie." 

Suddenly Spike couldn't breathe. 

It felt as if something was crushing his windpipe. 

Everyone turned their attention to Spike as he choked and hacked. He fell to his knees as tears streamed down his face.

"SPIKE!!!" Fluttershy screamed in alarm as she rushed to his side. 

Tony turned his sights back to Doom and saw his right hand glowing green. He also saw Doom beginning to close his hand, causing Spike to choke even more. 

"You shall speak when spoken to, Reptile!" 

Thor and Amy readied their hammers while Hulk growled angrily. 

"Let him go!" Amy demanded. 

Doom's gaze was cold and calculating, "You dare make demands of Doom?" 

Hulk slammed his fists together, "Unless you want the smashing of a lifetime, you'd better let him go!" 

Doom was unfazed by his threat. This was made evident as Doom rolled his eyes, not showing signs of releasing the young Dragon. 

But to everyone's surprise, Doom let him go. 

Spike inhaled deeply as he rubbed his through with his hand, Fluttershy rubbing his back with a hoof in an effort to comfort him. 

Everyone gave Doom looks that could kill, but the tyrant didn't seem fazed in the slightest as he walked up towards The Avengers. 

"Are we done with these pointless threats, or do you all wish to continue acting like fools?" 

Tony's expression was as cold as ever, "What do you want, Doom?" 

Then Doom uttered the words that nobody was expecting. 

"Your assistance." 

The room fell into a deadly silence, no one was expecting that. 

Tony's expression faltered a little bit as he asked for clarification, "You need OUR help?" 

Doom nodded as he turned around and placed his chalice down at the bar. He then turned around and took out a silver disc from his pocket. He then threw it to the floor and pressed a button on his gauntlet, displaying a hologram from the disc. 

"As of exactly 12 hours ago, Latveria was attacked and seized from my rule." Doom started as the disc displayed a holographic image of Latveria, "Normally this wouldn't be a problem, but my forces were attacked on more than one front. This was a strategic attack on my country. My home." 

"Who attacked you?" Fluttershy asked silently. 

Doom pressed the button on his gauntlet again, changing the image to one The Avengers were all too familiar with. 



"Hydra?" Tony wondered aloud. 

Doom nodded before continuing, "But these Nazi vermin were not alone. A few weeks prior to this attack Doom was made an offer. An offer to join a Cabal to see to it that The Avengers were no more. I refused. I told them that Doom had no interest in their petty squabbles." 

"Who made you the offer?" Tony asked. 

"Someone who you are familiar with, Stark." Doom changed the image once more. 

 

Tony's eyes widened in shock as he finally lowered his arm, "Gene Khan?!" 

Doom nodded, "The Mandarin. He took my refusal as an act of war and marched an attack on my country. Normally this wouldn't be a problem, but certain circumstances weighed the odds into Khan's favor." 

Thor raised an eyebrow, "And what circumstances would that be?" 

"Khan is in possession of the 10 Makluan Rings." 

Tony shook his head, "That's not possible. The Rings are locked away in S.H.I.E.L.D's Vault." 

Doom shook his head in annoyance, "Doom truly overestimated S.H.I.E.L.D. The Rings inside that Vault are fake. Decoys to throw them off of Khan's scent. His Cabal struck at my kingdom with such precision that only Khan could have orchestrated it." 

The image changed once again, showing the members of Mandarin's Cabal. 

 

The Red Skull. 

 

The Abomination. 

 

Taskmaster. 

As the heroes continued observing, Doom continued to speak, "Doom has done the calculations, but he has always come to the same conclusion. Doom cannot do this without your aid." 

As the hologram shut off, the heroes glared at Doom. 

"And why should we help you?" Rainbow asked in an angry tone. 

Doom smiled underneath his mask, "Because, Doom has the answers you seek." 

Tony looked back to his allies before turning to Doom, "And what would that be?" 

"I know how to neutralize the Infinity Stones."
> To Latveria
> --------------------------------------------------------------------------

"What do you think? Is he bullshitting us or what?" 

Once Doom had informed them that he had a way to neutralize the Infinity Stones, Tony wasted no time in getting in contact with Reed Richards. Once he explained the situation, Reed and his team had instantly set course for Stark Tower. 

At this moment, Doom was surrounded by not only The Avengers and their interdimensional allies, but also the bane of his existence. 

 

 

 

The Fantastic 4. 

Reed stroked his chin in thought, pondering a response to Tony's question as he gazed at Doom. 

"Victor may be a lot of things, but he DOES care for his people in his own twisted way." Reed responded before turning to Tony, "I believe him." 

Ben Grimm, aka The Thing, slammed his fists together, "Yeah well, something smells fishy about this, Stretch." 

Johnny Storm, aka The Human Torch, gave Ben a sly smirk, "You sure it isn't you?" 

"Watch it, Matchstick." 

Susan Richards, aka The Invisible Woman, massaged her temple in frustration, "Can we focus please?" 

Doom folded his arms, "Yes, this is becoming rather tiresome." 

Tails gave Doom a sour look as he responded, "No one asked for your input." 

Doom gave Tails a look so sinister that the young Fox actually took a step back in fear of what might happen. 

"You dare address Doom in such a manner?" Doom said in a deadly whisper. 

It was then that Amy engulfed the young Fox in a tight hug, "Try anything and you'll regret it." 

Doom scoffed, "Petty threats coming from a petty species." 

"AND WHAT IS THAT SUPPOSED TO MEAN!!!" Amy screamed in reply. 

Rainbow saw the situation beginning to escalate and zoomed over to Amy's side to calm her down, "Woah woah woah, calm down Amy. Don't let him get to you, I mean it's not like he knows any of us." 

"I know you better than you think, Rainbow Dash." 

Rainbow's eyes shot open as he spoke her name. She never told him her name, nor did anyone present say her name. 

"H-how do you know my name?" Rainbow asked the Latverian Monarch, genuinely worried as to how he knew her name. 

Though no one could see it, but Doom had a smug look on his face as he replied, "I know more than you think. I know your friends Pinkie Pie, Rarity, Applejack, Twilight Sparkle, Celestia and Luna." 

Spike, not wanting to be choked again, asked in a hushed whisper, "How?" 

"Ever since that fool Octavius attacked the city with those other fools, I made it my mission to learn everything I can about your two worlds. Doom has been watching you all for a long time. I know your strengths, weaknesses, how you all think. I am always one step ahead of my foes, you would do well to learn that, animal." 

Before Rainbow could tear into Doom, or at least try to, Tony spoke up. 

"We're getting off track here. Doom, you said you had a way to neutralize the Infinity Stones. How?" 

"Feh, do you take me for a fool, Stark? Why would I relinquish what I know before I got what I wanted? You shall aid Doom in taking back Latveria, otherwise you won't be getting a thing!" 

Hulk growled angrily, "I say we smash him until he talks!" 

Thing grinned in agreement, "For once we agree, big guy." 

But before the two could stomp over to Doom, Reed stretched his arms out to block their path, "No, you will do more harm than good." Reed sighed as he turned to face Doom, "Besides, we're running out of time. Thanos is on his way and we are out of options." 

"But how do we know that the villain speaks the truth?" Thor asked the smartest man alive. 

Reed exhaled once more, "We don't. But if anyone could have figured out what we could not, it's Doom." 

Doom smirked under his mask, "I always knew I was smarter than you, Richards. It's nice to know that you finally acknowledge Doom's superiority." 

Ignoring Doom, Tony added, "Reed's right. We're out of options and out of time. Nobody likes this, but if we're going to stop Thanos and save our three worlds, then we need Doom's help. As much as I loathe to admit it." 

Reed nodded in agreement before meeting Doom's gaze, "Alright Victor, we'll help you." 

Doom nodded before replying, "I knew you would see it my way, Richards. It wasn't a matter of if, only when."



 

The giant, steel doors opened as the Red Skull, who was being accompanied by four Hydra Guards behind him, entered Doom's Throne Room. As the Skull walked into the throne room, he took notice of Gene Khan, The Mandarin, sitting atop Doom's throne. 

"Skull," Mandarin greeted his ally as he approached the throne, "What is the report?" 

Red Skull scowled, he hated being treated like a common thug, but he'd have to suck it up for now, "The entirety of Latveria has been seized and is under our control. I have had my soldiers set up air defenses on the city's walls. We have control of the skies." 

Mandarin smiled as he leaned forward, lacing his fingers in between one another, "Excellent, put our agents on high alert. Nobody leaves or enters Latveria without my express permission." 

Red Skull grit his teeth in anger and responded, "Do not treat me like a common thug, Khan! I am the leader of Hydra, you will give me the respect I deserve! You do not tell me what to do!" 

Khan frowned, "You will do as I tell you, Schmidt! Remember who holds the cards." Mandarin responded as he raised his hands, showing off the 10 Makluan Rings. 

Skull frowned and then proceeded to stomp out of the throne room with his soldiers marching behind him. 

Khan smirked victoriously and leaned back into the throne, "比賽很快就要開始了." Mandarin then readjusted his glasses and grinned, showing off his teeth, "I just need to wait."  



 

"So, what's the plan exactly?" Rainbow Dash asked as they all prepared to embark to Latveria. 

Amy, who was leaning against the wall, responded, "We'll split into teams of two. Team one will lead a direct assault on Latveria, drawing its forces towards the commotion while Team two will sneak into Doom's Citadel and take on The Mandarin directly." 

Rainbow quirked an eyebrow, "And how do they plan on sneaking in?" 

Tony, who now donned his armor, walked over and replied, "Doom's gonna show us a way in." 

"You trust him?" Rainbow asked. 

Tony shook his head, "Nope. But I'm just gonna have to learn to live with it." 

"WHAT DO YOU MEAN I CAN'T GO?!" A sudden shout caught everyone's attention. 

They all turned to see Spike, flapping his wings in the air, with a sour look on his face. 

Thor sighed, "I am sorry, young Spike. But it tis a dangerous journey. You are not ready." 

Spike puffed out his chest, "I helped take down Dr. Eggman...TWICE!!!" 

Fluttershy placed a hoof on the Dragon's shoulder, "Please, Spike, we know you can hold your own. But...um...we just think that it might be safer if you...stay here." 

"But you're going, Fluttershy." 

"Well...they may need my help. But I won't be doing any fighting. Please, Spike. Stay." 

Spike sighed as he lowered himself to the ground, his head lowered in sadness, "Okay, I'll stay." 

Fluttershy smiled, "Thank you." 

Once Doom entered the room, the mood shifted into one of hostility. 

The monarch folded his arms, "If you are quite done wasting time, we must embark for Latveria." 

Reed frowned but approached the villain, "We're ready, Victor."

The Thing then stomped over from the left, his shadow looming over Doom, "But if you try anything, Doom, I'm gonna crush you like a soda can." 

Doom didn't even turn his head to acknowledge him, "Hollow threats from a hollow beast." 

Ben growled as Doom walked away. 

Tony glared at Doom, but didn't say anything. Instead he just asked J.A.R.V.I.S, "Is the Quinjet ready?" 

"Yes, sir." The A.I. responded. 

Tony nodded before addressing the group, "Alright, Quinjet's ready." 

Doom was already leaving the room, "Then come, Doom wishes not to be here any longer than he needs to." 

Rainbow grit her teeth as her and the rest of the team left the room. 

"I am really starting to hate that guy."
> The Cabal (Part 1)
> --------------------------------------------------------------------------

"Remind me again why the hell we agreed to do this." Tony asked rhetorically. 

"Doom has knowledge that can aid us in the upcoming battle against Thanos. We must help him in taking back Latveria if we wish to have him share the information with us." J.A.R.V.I.S responded out of the blue. 

"Rhetorical question, J.A.R.V.I.S. But...thank you." 

"We are just a few minutes from entering Latveria's borders." Reed informed the group from the front of the Quinjet. 

Just outside the Quinjet, Johnny Storm and Rainbow Dash were flying side by side. They didn't want to be in the Quinjet so they decided to fly right beside it instead. 

Johnny tapped his earpiece and asked, "Soo, what exactly is the plan?" 

"Do the only thing you are good for, Johnathan Storm. Be an annoyance." Doom responded. 

RD glanced at Human Torch, "Jeez, what a jerk." 

Meanwhile, Tony was going over the plan one more time, "Okay, so Team one will make as much noise as possible to draw out The Cabal's attention. Once we've made enough noise, I'll meet up with Team two and take on The Mandarin directly." 

Reed nodded as he approached Stark from the front of the Quinjet, "Team one will consist of the heavy hitters. Hulk, Thor, Ben, Johnny, Amy, and Rainbow Dash. While Team two will consist of myself, Tony, Susan, Tails, Fluttershy, and Victor. Tony will rendezvous with Team two once he has provided enough of a distraction so Team one can keep The Cabal occupied." 

Amy quirked an eyebrow and looked to Stark with a sly grin, "I assume you have a plan, right?" 

Though no one could see it, but Tony Stark had a mischievous smile on his face. 



 

All was quiet. Not a sound was heard, they wouldn't let a sound be heard. That was their orders, their purpose. A squadron of Hydra Soldiers guarded the perimeter around the walls of Latveria. They were ordered to kill anything trying to enter or leave the kingdom. 

Taskmaster, who was only here to get paid, stood atop the stone wall with his arms folded over his chest. He was there to make sure nothing got in or out. 

Taskmaster glanced down to one of the soldiers below, "Report!" 

The soldier looked up to him and responded, "Nothing to report yet, sir!" 

Taskmaster nodded and turned his gaze forward. Normally he wouldn't have bothered with this little Cabal, but he was being paid seven figures. He wasn't going to let that kind of money slip by him. Once he gets this job done, then he is going to sell the information Mandarin has given him to the highest bidder. 

Either way, he gets paid. 

Breaking his train of thought, Taskmaster noticed something in the distance. 

It was approaching Latveria. 

"GET READY! SOMETHING IS HEADED THIS WAY!" Taskmaster informed the soldiers below. 



 

The hangar bay door opened as the Quinjet flew towards Latveria. Tony walked towards the door as it opened up, letting in the rain outside. 

Tony turned his head slightly, looking behind him at his team, "When I give the signal, you know what to do." 

Just as Tony was about to fly out of the Quinjet, he was stopped as Amy shouted, "WAIT, WHAT'S THE SIGNAL?!" 

Tony didn't even look back. He just said, "You'll know." And with that, he flew out of the Quinjet. 

Tony quickly turned around and flew straight for Latveria's borders. 

"Hey, J.A.R.V.I.S? Turn on the speakers in my suit and play my song." 



 

"SIR! SOMETHING IS FLYING RIGHT TOWARDS US!!!" 

Taskmaster used the Zoom In feature in his mask and got a good look at the thing flying towards them. 

"That's not a thing. It's a man. TURN ON THE AIR DEFENSES NOW!!!" 

As Tony drew closer, he smirked under his helmet, "Oh, this is gonna be fun." 

As small missile launchers protruded from Tony's shoulders, J.A.R.V.I.S turned on the speakers and turned the volume up to full blast. 

 

Tony bobbed his head to the music as he launched 12 missiles from his shoulders. The missiles flew through the night sky and impacted the ground where the Hydra Soldiers were already opening fire upon him. As the ground exploded beneath the soldiers, six more missiles impacted the wall leading into Latveria. 

As the wall started to crumble, Taskmaster ran up to the edge of the wall and leapt off of it. As Taskmaster flipped through the air, Tony aimed his hands at the wall and shot multiple Repulsor Blasts at it, damaging it even more. 

The alarms started to blare loudly as more Hydra Soldiers ran towards the destruction, their guns ready in their hands. Tony flew over the wall, firing a Unibeam downward towards the Tanks below him, destroying them. The missile launchers on the top of the buildings aimed at the Armored Avenger and opened fire. 

The small missile launchers protruded from Tony's back again, but instead of firing regular missiles, this time he fired missiles with a heat signature to draw Hydra's missiles away from him. 

His plan worked as the missiles followed Tony's missiles and exploded. 

Tony continued to bop his head to the music as he aimed his left hand at one of the missile launchers and blew it to hell with a Repulsor Blast. He then aimed his right hand and blew up another missile launcher. The tanks on the ground rolled on the scene and aimed their guns at the Iron Avenger. 

The tanks fired, but Tony performed various air maneuvers to dodge the projectiles. Tony then fired several missiles from his back and destroyed the armada of tanks in the streets of Latveria. 



 

Inside Doom's Citadel, Mandarin was watching the scene unfold through one of the various cameras placed throughout Latveria. 

Gene clenched his fist at the sight of his most hated enemy, his rings glowing brightly. 

"Stark." Mandarin snarled through grit teeth. 



 

Tony shot downwards and landed on the ground, cracking the cobblestone beneath him. 

Several Hydra Soldiers rushed onto the scene, firing bullets that just bounced off of Tony's armor. As Tony continued bobbing to the music, he raised his left arm and fired a red laser from his wrist. The laser cut through their guns, disarming them. 

Tony then flew forward and knocked down a Hydra Soldier with a flying headbutt. 

He then turned to the left and hit the next Hydra Soldier with two Repulsor Blasts. Tony then flew to the right and knocked down the next Hydra Soldier with a flying elbow. Iron Man then took to the air, spinning around as he fired multiple rockets, missiles, and Repulsor Blasts, destroying the approaching tanks and knocking down any approaching Hydra Soldiers. 



 

The Avengers and Fantastic 4 saw the explosions from the Quinjet, it was hard to miss. 

Amy turned to Hulk, "I guess that's the signal." 

Hulk grinned, this was gonna be really fun. 



 

As Tony continued battling the endless forces of Hydra, the Quinjet flew over Latveria. As the Quinjet flew overhead, the hangar door opened, allowing Amy to lead the charge downward towards the battle. Team one jumped out of the Quinjet, Hulk roaring as he plummeted to the ground below. 

Rainbow and Johnny flew down, with Human Torch already hurling fireballs at the Hydra forces. 

Hulk crashed down onto a tank, blowing it up. 

As Thing landed on the ground and grabbed the head of a Hydra Soldier, Hulk walked menacingly out of the fire. As Ben hurled the soldier away, multiple Hydra Soldiers were already heading towards the Incredible Hulk. 

Hulk roared as he charged forward, mowing down the Hydra Soldiers in his path. 

"HULK SMASH!!!" 

Hulk then smashed the ground with his fists, creating a shockwave that broke the ground apart. The soldiers lost their balance and fell to the ground. 

Ben charged forward with a grin on his face, "IT'S CLOBBERIN' TIME!!!" 

Ben backhanded a soldier away into a nearby building before he jumped into the air and hit the ground with a mighty punch, creating a shockwave that knocked all the soldiers down. 

Thor raised Mjolnir into the air before bringing it down, causing a bolt of lightning to strike the ground. 

"FOR ODIN!!! FOR ASGARD!!!!" 

Rainbow zoomed through the burning streets, knocking down any soldiers she could while Johnny continued to hurl fireballs at the enemy forces. 

Amy jumped into the air and brought down her Piko Piko Hammer, creating a pink shockwave that sent all the soldiers back. She then dashed forward and jumped into the air, smacking a soldier on the side of the head with her hammer. 

Tony turned his sights forward and fired a massive Unibeam that destroyed a line of tanks heading their way. 

The battle raged in the streets of Latveria, which certainly gained Mandarin's attention. 



 

Gene roared in rage as he slammed his fist down on the arm of the throne. 

"ALL CABAL FORCES TO THE STREETS OF LATVERIA!!! NOW!!! KILL THEM ALL, BUT LEAVE STARK!!! HE. IS. MINE!!!" 

(End song)





 

As the announcement blared throughout Latveria, Tony smirked underneath his helmet, "Well, we got his attention. Team two, are you in position?"  



 

At this very moment, the Quinjet had already landed and Doom was leading Team two towards the secret passage into Latveria. 

Tails tapped his earpiece, "Yeah, we're in position. Sounds like you're having fun, Tony." 

"You could say that." 

Doom rolled his eyes, "Enough with the back and forth. Doom has a throne to reclaim." 

"Yeah, have fun with HIM, kid." 

Tails sighed, "Don't rub it in." 

Doom's body snapped around to glare at the Fox, "Are you quite done?!" 

Tails smirked at Doom, "Now I am, yeah." 

Doom turned back around and continued leading the group, "Do not dawdle. If you get left behind or lost, I am not coming back to get you." 

Susan rolled her eyes, "Hurray for teamwork." She said sarcastically. 

"...Yay." Fluttershy added weakly. 



 

As the battle raged outside the castle walls, Red Skull was heading in the opposite direction. 

Suddenly, a Hydra Soldier approached him at a quick pace, "Sir, what are your orders?" 

Skull glanced at the soldier for a brief moment before he resumed walking, "Khan thinks he can order me around like a damned Dog, I will not allow this to continue. I shall deal with The Avengers and the Fantastic 4, MY way." He then glanced at the soldier once more before ordering. 

"Prepare my suit." 



 

Hulk roared as he threw the tank in his grasp through the air. The tank crashed down and blew up in a blaze of glory. 

Hulk then looked up to see Tony hovering above him, "Alright, I think my job is done. I'm gonna regroup with the others, you just continue to smash, got it?" 

Hulk grinned before nodding, "Got it." 

Tony then shot up into the air before zooming forward, heading towards the rendezvous point. 

Rainbow zoomed right past Hulk and chucked a soldier right into a burning building. She had a smug look on her face before she landed back down onto the ground. 

"These guys just keep coming, not that I'm complaining." 

"AH HA!" 

RD and Hulk both looked up and saw Thor crash down onto the ground, creating a shockwave of lightning that sent both tanks and soldiers flying through the air. 

Thor stood upright before bellowing, "TIS' A BATTLE WORTHY OF THE MIGHTY!" 

"BAAAAANNNNNNEEER!!!" 

(End song) 

Hulk and the other heroes turned their heads towards the source of the roar. 

Hulk snarled when he saw none other than The Abomination, standing atop a rooftop. 

 

Abomination leapt off the rooftop and crashed down onto the ground with a viscous smile on his face. 

Hulk roared as Abomination cracked his neck. The two Gamma monsters then charged toward one another until they met up in the middle. Their hands collided with one another as they both pushed against each other, with Abomination smiling and Hulk grinding his teeth. 

Abomination eventually delivered a headbutt to Hulk's head, dazing him long enough to get a good grip on his arms and throw him across the street. Hulk crashed, creating as he dug into the ground. Abomination laughed before he charged forward with an intent to kill. 

Hulk got back up and stomped on the ground with his foot before charging towards Abomination. 

Once the two met, both of their punches collided, creating a massive shockwave that not only broke the ground apart, but also knocked down all of the building surrounding them. 

This battle was only just beginning, and it didn't show signs of stopping anytime soon. 

(End song)
> The Cabal (Part 2)
> --------------------------------------------------------------------------

 

"ROOOOAAAAARRRRR!!!" 

Hulk roared a mighty roar that created a small tremor on the ground as he charged forward, reeling back his fist for a punch. Abomination grinned, showing off his sharp and crooked fangs as he too charged forward. The two behemoths finally met and their fists collided, creating a shockwave that sent Hydra Soldiers flying backwards and tipping tanks over onto their sides. 

The two Gamma monsters brought their fists back and continued their fight. Hulk got a lucky hit in on Abomination's jaw before he delivered a nasty punch to Abomination's gut. Hulk went in for another punch, but his fist was caught by Abomination. 

Abomination tightened his grip on Hulk's fist, his sharp nails digging into Hulk's hand, drawing green blood. 

Hulk roared as he quickly delivered a kick to Abomination's knee, causing the evil monster to roar out in pain. As Abomination relinquished his grip on Hulk's hand, the jolly, green giant shoulder charged Abomination's torso, causing the Gamma monster to stagger back. 

Hulk roared and leapt through the air, tackling Abomination to the ground. 

As the two monsters slid across the ground, Hulk quickly got on top of Abomination and started delivering strong and mighty punches to his face. Hulk showed no signs of stopping anytime soon and continued to punch his enemies face. Hulk roared once more before punching Abomination's face once more. 

Abomination turned his head to the side and spat out a tooth before turning to Hulk, "Is that all you got?" 

But before Hulk could punch again, Abomination kicked Banner off of him and sent him crashing into the side of a tank. As Hulk pushed himself out of the destroyed Tank, Abomination was already charging towards him with an intent to kill. Abomination shoulder charged Hulk through the tank, sending Hulk tumbling through the street and crashing into a destroyed infrastructure. 

As Abomination grinned, Hulk suddenly leaped out of the destroyed building and soared into the air. Hulk then fell downwards and hit the ground with a mighty Ground Punch, breaking the ground apart and sending Abomination across the street. 

Hulk reared his head upwards and roared into the night sky as Abomination got back up to his feet. 

"Y'know," Abomination started as he dusted himself off, "I always knew you were a freak, Banner." 

Hulk roared as he charged forward towards his most hated enemy. 

"A freak? No." 

Abomination slammed his fists into the ground before pulling them out and raising them into the air, breaking the ground apart and causing Hulk to stagger. 

Abomination quickly charged forward and seized Hulk by the throat. 

Hulk tried breaking free by punching Abomination's arm and face, but Abomination continued charging forward before slamming Hulk into the side of a destroyed building. 

"That's too kind a word for a grotesque THING like YOU!" 

Abomination then tossed Hulk behind him before jumping upwards and clinging himself to the side of the building. 

As Abomination climbed the destroyed building, Hulk slowly got back up to his feet and turned around to face Abomination. As Blonsky climbed on top of the roof, Hulk slammed his fists together, ready for the upcoming attack. Abomination then jumped off the roof and reeled back a punch. 

But this time, Hulk was ready. 

"HULK SMASH!!!" 

Hulk jumped into the air and punched Blonsky right in the torso, sending the monster flying across the air and crashing into the destroyed building. 

As Hulk landed on the ground, Abomination fell through the floors of the building until he bounced off a large piece of rubble and rolled out of the building. Hulk roared as Abomination got back up. 

This fight wasn't over. 

(End song) 



 

 

Rainbow Dash soared across the sky, zooming right through the middle of the attack planes that fired ammunition at her. As she tore through the attack plane, the Hydra Pilot quickly ejected out of the plane as it exploded. Rainbow turned around and zoomed downwards with a grin on her face. 

Just before she could hit the ground though, she quickly changed her trajectory and zoomed across the streets of Latveria. She zigzagged through the streets, knocking down any Hydra Soldier she saw. She grinned madly as she performed a Sonic Rainboom, which not only destroyed more of the street, but also sent Hydra Soldiers flying through the air and destroyed any tanks that were aiming right at her. 

She flew right past Johnny Storm, who was hurling fireball after fireball at the enemy forces on the street below. As explosions of fire erupted on the street, Human Torch quickly zoomed down and hit the ground with a mighty punch, creating a shockwave of fire that sent all the Hydra Forces in the vicinity flying across the street. 

It was then that Mjolnir zoomed right past his face and destroyed a tank behind him. Mjolnir was called right back into Thor's hand before the God of Thunder took to the sky and flew right through the bottom of an attack plane flying right over him. 

As Thor used Mjolnir to sent another bolt of lightning down onto the ground below, Amy Rose ran on top of a makeshift ramp made out of rubble and jumped into the air. She then brought her hammer down on top of a tank right beneath her, crushing the top of it. 

The Thing grabbed two Hydra goons by their necks and slammed their bodies together before tossing them aside. Ben then charged forward and charged right through a tank, blowing it up. 

As Ben Grimm walked out of the blazing inferno that used to be a Hydra Tank, a sudden tremor shook the ground behind him. 

He turned around and saw a squadron of Hydra Warsuits stomping towards the group with none other than Taskmaster leading the squadron. 

 

Taskmaster pointed his sword forward and gave the order. 

"Kill them all." 

(End song) 

 

The Hydra Warsuits activated their Rocket Boosters and flew forward, their hands glowing with red energy. 

Taskmaster brought his sword down to his side and walked forward at a menacing pace. 

The Thing charged forward and punched one of the Hydra Warsuits down onto the ground. Ben was about to stomp on its chest, but the Warsuit fired an Ocular Blast from its singular eye, blasting Ben into the air and crashing down onto the ground. 

Human Torch flew around in the sky, hurling fireballs at the Hydra Warsuits, hoping to do some damage. But Taskmaster quickly drew his bow and readied an arrow. He then took the shot and made a direct hit. 

Human Torch was suddenly engulfed in a glue like substance that extinguished his flame. 

Just before Johnny could crash down on the ground, Rainbow Dash zoomed forward and caught him before he could hit the ground. Unfortunately, she wasn't strong enough to carry his weight and they both ended up crashing down on the ground. 

As the Hydra Warsuits continued blasting any hero they saw, Taskmaster retracted his bow and activated the shield on his wrist. His eyes darted around for a moment before he threw his shield at the side of a demolished building. The shield ricocheted off of various buildings before coming in contact with Thor's chest, sending the God of Thunder crashing down. 

The shield bounced off of Thor's chest and found its way back to Taskmaster's wrist. 

Taskmaster deactivated the shield and charged forward. The mercenary bounced off of a Hydra Warsuit's back and delivered a roundhouse kick to Amy's head, knocking her down. 

She quickly jumped back onto her feet and readied her Piko Piko Hammer, "You're gonna regret that, buddy!" 

She charged forward, but Taskmaster quickly drew something from one of the patches on his belt and threw it like a Frisbee towards Amy. The disc came in contact with Amy's chest and shocked her with an Electric Shock. She tripped over herself and fell to the ground. 

Taskmaster smirked under his mask and pointed to the ground, "Stay!" 

He then quickly charged forward towards the raging battle in front of him. Taskmaster quickly ducked down and slid across the ground as Hulk flew right over him due to being punched by Abomination. The mercenary quickly got back to his feet and made his way toward The Thing. 

Taskmaster jumped over a right hook from Ben and landed right behind him before ducking down, avoiding a backhand from The Thing. Taskmaster then kicked the back of Ben's knee, sending the hero down onto one knee. Taskmaster quickly got in front of him and grabbed the sides of his head. 

Taskmaster then brought his knee up and hit Ben right in the nose, sending the hero onto his back. 

He walked over towards Ben's head and readied his sword, but he was suddenly slammed from behind by Rainbow Dash at super speed, sending the mercenary flying through the air and crashing into a nearby building. 

Taskmaster walked out of the building as RD zoomed left and right to try and confuse him. Taskmaster's eyes darted back and forth, studying Rainbow's moves and figuring out a way to counteract them. Once she got close enough, Taskmaster shot his hand out to the left and seized her by the throat. 

He then slammed her down on the ground before stomping on her face with his boot, the darkness greeting her as she slipped into unconsciousness. 

(End song)
> The Cabal (Part 3)
> --------------------------------------------------------------------------

A loud thud was heard as Tony Stark landed on the ground, finally reaching Team two' location to initiate Phase 2 of the plan. 

Tony stood upright and made his way to the group, who were currently standing outside of the stone wall leading into Latveria. 

"Alright, Team one's playing their part, now it's our turn. How we doin?" 

Tails folded his arms and informed Tony of the situation, "Well, we've just been standing out here the entire time," Tails informed the genius before nodding in Doom's direction, "Our gracious host didn't want to go in without you." 

Dr. Doom sent a glare Tails' way, "Silence your tongue, or you will lose it." 

Reed then stretched his upper body In between the two to de-escalate the situation, "Enough, we're wasting time," Reed turned his head to Doom, "Victor, if you would be so kind?" 

Doom didn't reply, he just simply approached the stone wall and placed his hand on it, the underside of his hand glowing as he made contact with the wall. All of a sudden, to the left of the group, the grass split apart which revealed a set of stairs that led downward. 

Doom removed his hand and walked away from the wall, making his way to the set of stairs, "You all have approximately 10 seconds to enter the staircase, otherwise you will be locked out here and therefore useless to me." 

Susan rolled her eyes, "Ever the tour guide, huh Victor?" She snarked as she and the other heroes made their way down the staircase. 

Fluttershy let out a tiny whimper as she descended down the staircase, the door sliding shut as she followed down into the darkness. 

Once they all made it down the stairs, several torches lit up as Doom led the group through his secret tunnel towards his castle. 

Fluttershy walked closely alongside Tony's leg, not liking this one bit. 

"...um....excuse me?" Fluttershy started, "A-Are you sure that nopony will find us down here?" 

Doom didn't even turn to acknowledge her as he continued marching down the tunnel, "None but Doom know of this tunnel. Kahn and his foolish Cabal will not find us here." 

"Why do you even need it, Victor?" Reed asked the dictator. 

Doom scoffed, "Doom has many enemies, Richards. You heroes always seem to meddle in my affairs, you never know when you might be outgunned." 

Tony smirked under his faceplate, "Sooo, you built this incase you needed to retreat? Never thought you'd be the type to run away, Doom." 

It was then that Tony was blasted in the chest, which sent him flying back down the tunnel. 

"Doom. Runs. From. No-one." Doom declared in a deadly whisper as he lowered his hand, which crackled with green energy. 

Tony got back up, slowly dusting himself off as Doom continued down the tunnel, "Okay, you get one of those." 

As Tony caught back up with the group, Tails decided to ask a question that has been circling in his head for a few minutes, "Tony, what if Team one gets outnumbered? What if they are forced to retreat?" 

Tony waved him off dismissively, "They won't, trust me. Besides, even if they do, I maay have sent out a distress signal to a couple of old acquaintances of ours." 

"Who?" Tails asked as he raised an eyebrow curiously. 

"A group of assholes." 



 

Rainbow Dash groaned in pain as she began to slowly open her eyes, her ears ringing as several explosions sounded off around her. 

She sat upright and rubbed the back of her head with her hoof, the pain still apparent and annoying. 

"Ugh...creep got a lucky shot on me." Rainbow muttered, not willing to admit that she underestimated Taskmaster. 

She got up onto her hooves and looked around, her head still spinning from the boot to the face she received earlier. She was about to blast off into the sky, but a sudden thud behind her caused her to stop in her tracks. 

She slowly turned her head around behind her and saw a Hydra Warsuit stomping its way towards her. 

"Uh oh." RD muttered nervously. 

She was not in a good position right now. This hunk of metal had her dead to rights and she knew it. Sure, she could fly away, she could easily lose it, but only if it wasn't for the fact that the Warsuit had already prepared its Ocular Blast. It would fry her instantly if she even made a move. 

Rainbow gulped, what was she to do? 

She was trapped. 

"Uhhh, nice robot?" Rainbow spoke nervously, followed by a nervous grin on her face. 

The Hydra Warsuit would've fried there and then, had it not been blasted back by a laser blast. 

The Warsuit flew back into a demolished building as Rainbow looked to the sky. She expected Tony to be hovering there, but oddly enough, all she received was music to her ears. 

Like ACTUAL music. 

 

As Rainbow looked up in confusion, that confusion was suddenly washed away as a ship came into view. But that only added to her confusion. 

"Who the hay is that?" 

 

"WHAT UP, ASSHATS?!" 

All of the Hydra Soldiers turned to the source of the voice, which belonged to none other than Peter Quill, the leader of The Guardians of the Galaxy. 

"SAY HELLO TO THE GUARDIANS OF THE GALAXY!" 

The Milano then flew downward, firing several laser blasts from its guns, which not only broke the ground apart, but also destroyed the tanks and damaged the Hydra Warsuits. The Milano flew by Thor, who raised Mjolnir into the air and gave out a hearty laugh. 

"AH HA!!! GUARDIANS! TIS GOOD TO SEE YOU ALL JOIN THE FRAY!!!" Thor looked down at the Hydra Soldiers below, "HAVE AT THEE!!!" 



 

"AHAHAHAHAHAHAHA!!! COME ON, GET SOME! GET SOME, GET SOME, GET SOME!!!" Rocket screamed joyously as he used the manual firing console to fire the projectiles down at the forces of Hydra. 

"I am Groot." Groot commented with a smile. 

Peter clapped his hands together before getting off of his seat and making his way out of the bridge, "Alright, Drax, Gamora, Groot, you guys are with me. Rocket, keep giving them hell." 

Rocket was grinning like a lunatic, "Oh ho, with pleasure." 



 

The cargo bay door slowly opened as The Milano flew across the skies of Latveria. 

Star Lord, Gamora, Drax, and Groot stood before the cargo bay door, waiting for it to open completely so they could jump out and join the battle. 

Quill turned to his teammates, "Alright, we jump--" 

"RRARGH!!!" Drax roared a mighty battle cry as he unsheathed his daggers and jumped right out of The Milano...without a parachute. 

Quill let out an irritated sigh as he flung his arms up into the air to show his frustration. 

"--ON THREE, DRAX!" 

Gamora arched an eyebrow, "Did..." she stuttered as she tried comprehending what just happened, "Did he...? Was he wearing a parachute?!" 

Quill gave Gamora a deadpanned look, "What do you think?" 

Groot shrugged, "I am Groot." He then followed Drax's lead and jumped right out of The Milano. 

Quill dragged his hand down his face at the sight before shrugging, "Screw it." He then tapped the side of his head, activating his mask and drawing out his guns, "Let's kick some ass." 

Star Lord then activated his rocket shoes and flew right out of The Milano, much to Gamora's displeasure. 

"So much for on three." Gamora grumbled in annoyance before getting a running start and jumping right out of The Milano. 

(End song) 



 

As the Guardians fell downwards to join the battle, Hulk and Abomination were beating the absolute hell out of each other, with neither of them showing signs of letting up anytime soon. The two Gamma monsters interlocked hands and glared daggers at one another. 

Abomination smirked, "Y'know, after I'm done with you, I think I might pay your little girlfriend a visit. Keep her company." 

Hulk snarled, much to Blonsky's pleasure. 

"Betty and I are gonna have a HELL of a time!" 

That did it. 

Hulk roared a mighty roar as he delivered a mighty headbutt to Abomination's forehead, causing the villain to stumble back. Hulk then charged forward and body slammed Blonsky to the ground. Not wanting Blonsky to get the chance to recover, Hulk began laying into him with punch after punch, taking out a few of Abomination's teeth in the process. 

"YOU!" 

Punch. 

"WILL!" 

Another punch. 

"NOT!" 

And another punch. 

"TOUCH HER!!!" 

Hulk then raised both of his hands into the air before bringing them down onto Abomination's face, causing the ground beneath them to break. 

Hulk then roared into the night sky as Abomination panted heavily, blood sprayed all over his reptilian face. Hulk glared at the monster as said monster slipped into unconsciousness. 

Hulk grit his teeth before he spat in Abomination's face. 

"Blonsky think he stronger than Hulk? HULK IS STRONGEST THERE IS!!!" 



 

As the battle in the streets below raged on, Red Skull walked out onto one of the balcony's in Doom's Castle with an evil smile on his face. He folded his arms as the lights in his new attire shined through the night. 

 

"Those foolish Avengers believe that they have the upper hand? Fools! They do not know what I have in store for this world. First, I shall rid myself of The Avengers once and for all! And then, Kahn shall finally realize who the pawn is, and who the MASTER is! Although it won't matter to him, since his decapitated head shall be within my grasp! 

"Soon the whole world shall be within my grasp! Once I tear the ten Makluan Rings from Kahn's corpse, the world shall be mine to rule!" 

Red Skull then boosted upwards and flew off into the sky to destroy both The Avengers AND The Cabal, cementing his rule over the entire world. 

"HAIL HYDRA!!!"
> Ruler Of Latveria (Part 1)
> --------------------------------------------------------------------------

The doors leading into the throne room were blasted open when a Hydra Soldier was blasted into them. As the Hydra Soldier slipped into unconsciousness, Doom and the others walked into his throne room to face The Mandarin. 

"A bit excessive, don't ya think?" Iron Man asked Doom as they walked towards Doom's throne. 

Doom didn't even acknowledge the billionaire and continued walking to his throne, where the usurper was waiting with an evil smile on his face. 

Khan leaned forward on Doom's throne and greeted his enemies, "Ladies," he gestured towards Fluttershy and Susan, "Children," he said, giving Tails a smug look before turning to Stark and frowning, "Sheep." Khan then gestured to the room around him with his hands, "Welcome to my throne room."

Tony took a step forward and aimed his palm at his nemesis, his Repulsor Ray humming with power, "Alright Gene, you've had your fun, but you need to pack it up and get lost." 

Gene gave Tony a smile that just made the Iron Avenger's blood boil. 

"Tony, we've known each other for a long time. We both know I won't listen to you, so why bother trying? Why bother pretending to be a hero?" Gene then stroked his chin for a moment before snapping his fingers, "Oh, I know! You're trying to repent for your father's mistakes, aren't you?" 

"Don't you dare bring him up, you son of a bitch." Tony hissed in response. 

A mocking look of sympathy appeared on Khan's face, "Oh? Why not? Is it because I killed your father by blowing up his jet? You're not still mad about that, are you?" 

Tony snarled underneath his helmet, feeling really tempted to blow a hole in Khan's chest. It was then that Doom took a step towards his throne. 

"You are trespassing on Latverian soil." Doom's fists clenched in pure anger, "Leave. Now." 

Gene barked a laugh before taking a step down from the throne, "Why would I do that? You have no power over me, Doom. I gave you an offer, and you refused." Khan's face formed into a scowl, "No one refuses me and gets away with it." 

"You have made a powerful today, Khan. I'll make sure you regret ever going against me." Doom replied with a sneer. 

Khan rolled his eyes, not taking the threat seriously, "And how do you intend to do that?" Khan then raised his left hand as the purple ring glowed brightly. Khan then fired a purple lightning bolt that struck Doom right in the chest, sending the monarch flying through the air. 

Once Doom crashed across the floor, it was then that everyone noticed the wires and electricity sparking from Doom's chest. This wasn't Doom at all. 

It was one of his Doombots. 

Reed frowned as he came to this realization, "A Doombot." He then turned to Khan, "Victor was never here." 

Mandarin shook his head, "No, and I haven't been able to locate him. But when I do, he'll pay for crossing me." Khan then walked down the stairs leading to Doom's throne, the ten Makluan Rings glowing with power, "But first, I'll dispose of all of you." 

A green aura surrounded the villain as he slowly levitated himself into the air. He smiled as his eyes turned white, white flames emitting from his eyes. He then clenched his fists as the rings glowed, his entire body engulfed in a bright light. 

Once the light dissipated, the heroes gazed upon The Mandarin, who was now in his armor, as he hovered above them. 

"Behold! I. Am. The Mandarin!" 



 

 

Gamora and Taskmaster's swords collided with one another as they leaned in close and glared at each other. The two broke apart and brought their blades together a few more times, trying to kill one another. The two broke apart once more, with Taskmaster backflipping away while Gamora staggered. 

Taskmaster quickly drew his pistol as he flipped through the air and opened fire. 

Gamora dashed forward and deflected the bullets with her sword. 

Taskmaster landed on the ground and dashed forward. Gamora swung her sword to try and decapitate the mercenary, but Taskmaster slid under it on his knees before he jumped back onto his feet and tried roundhouse kicking Gamora. The deadliest woman in the galaxy saw this coming and blocked the kick with her forearm. 

Gamora went for an overhead slash with her sword, but Taskmaster brought his sword overhead and blocked the strike. Taskmaster then kneed Gamora in the stomach, causing her to stumble back before Taskmaster delivered a nasty kick to her chest, knocking her down. 

"I. AM. GROOT!" 

Taskmaster turned around sharply and ducked under a tree branch. He then rolled backwards as Groot tried stomping him with his foot. Groot grit his teeth as he stomped over towards Taskmaster. 

The mercenary quickly activated his shield and hurled it towards Groot. 

The hero was struck in the chest by Taskmaster's shield and staggered back a few steps before Taskmaster jumped through the air and hit Groot in the side of the head with a spin kick. 

As Groot fell to the ground, Taskmaster quickly grappled away as a cyan blur tried attacking him from behind. 

Rainbow planted her hooves on the ground and skidded to a stop, gnarling her teeth in frustration due to Taskmaster evading her. 

"GET BACK HERE! I WANNA REMATCH FROM EARLIER!" Rainbow shouted in anger. 

Taskmaster, perched on a destroyed rooftop, gave the mare a tiny salute, enraging the Pegasus greatly. Rainbow took to the air and zoomed towards Taskmaster. 

Unbeknownst to her, Star Lord was flying towards him from behind, hoping to get the jump on him. 

"HEY, DOUCHEBAG!!!" Peter shouted. 

"Too easy." Taskmaster thought as he quickly threw down a smoke bomb and disappeared from view. 

Star Lord and Rainbow Dash collided and fell to the ground, just as he planned it. Taskmaster was currently on the ground, avoiding strikes from Drax, who was slashing at him with his daggers. 

"HOLD STILL, COSTUMED MAN!!!" Drax shouted in anger as he slashed and slashed. 

Taskmaster smirked underneath his mask and ducked down before delivering a nasty uppercut to Drax's jaw. As Drax the Destroyer flew through the air, Taskmaster charged forward and slide tackled Amy Rose to the ground, taking her out quickly. 

Taskmaster quickly got to his feet and quickly analyzed his environment. 

He could see all the possibilities he had for a counterattack, he just had to play his cards right. But a sudden thud from behind him broke his train of thought. 

(End song) 

He turned around to see none other than Red Skull standing behind him in his combat suit. This also gained the attention of the heroes, causing the battle to cease momentarily. 

Red Skull spread out his arms as he addressed his enemies, "Avengers! Your end is nigh! My forces have you surrounded and outgunned! No amount of reinforcements can help you now!" 

The Thing slammed his fists together, "Ya sure about that, Skully?" 

"Of course! My victory is assured! I take it you've all noticed my Combat Suit? It is based off of Stark's design, I've only improved upon it! It'll be the last thing any of you ever see!" Red Skull declared proudly before turning to Taskmaster, "We no longer have to be Khan's servants. Join me Taskmaster, together we could destroy The Avengers, The Fantastic 4, and The Guardians of the Galaxy! You'll be greatly rewarded for your efforts." 

Taskmaster crossed his arms, "Sorry, but I already have a job. And I always get the job done. Plus the pay is good." 

Red Skull frowned, "Then know this! The heroes will not be the only ones to fall this day! The Cabal shall fall to Hydra's might! Khan will pay for treating me like a lapdog! I am a ruler, not a servant! Once you all fall, the world shall follow!" 

Rainbow flapped her wings in the air as she folded her forelegs, "You really think we're going to let you try and take over the world?" 

"You're surrounded," Amy added as she readied her hammer, "Surrender now!" 

Red Skull chuckled as he began to hover into the air, his arms folded over his chest, "Why would I surrender when I have the upper hand? This shall be your downfall, not mine! Today, Hydra takes Latveria! Tomorrow, America! And then Hydra shall rule the entire world! There is nothing you can--" 

Red Skull was then blasted in the back by an enormous laser beam. 

The Hydra leader's scream filled the air as he soared across the sky and crash landed in the roof of a building. Everyone was either shocked or confused. 

"Ahem." 

They all turned to see Rocket standing atop a pile of rubble, holding a Quantum Igniter in his hands. 

"I don't get why you guys just stand there while the bad guy explains his evil plan." Rocket spoke as he leaned his Quantum Igniter over his shoulder, "I mean, it's flarkin' hilarious but just shoot the guy. BAM! Fight's over and we get paid...eh...usually." 

Not a word was spoken, all was silence. 

Rainbow blinked a few times before asking, "...Why does that make sense?" 



 

 

"Okay, I guess we're doing this!" Tony shouted frantically as he quickly took to the air and fired a Unibeam at Mandarin. 

The attack did nothing, it just bounced off of him. 

"Seriously? That's your first attack?" Mandarin asked as he dusted himself off, "Allow me to show you mine, Stark." 

Mandarin used the purple ring to teleport behind Tony and used the red ring to blast the hero down to the ground with a fire blast. Mandarin then shot downwards and smashed the ground with his fist, creating a purple shockwave upon impact. Susan quickly used her powers to protect everyone with an invisible shield. 

It took everything she had to keep that shield up, eventually falling to one knee under strain. 

Tails then pressed down on the cuffs of his gloves, activating his new invention. 

The Ring Blades. 

 

Tails and Mr. Fantastic charged forward, with Mr. Fantastic stretching his upper body to keep up with Tails. Reed sent his giant fist forward to try and punch Mandarin, but the villain used the yellow ring to create a barrier of ice to shield himself from the attack. 

Reed punched the wall of ice as Tails quickly took to the air and dashed downward to strike Mandarin from above. But Khan saw this coming and used the blue ring to emit a sonic blast that sent Tails flying across the room. Mandarin then used the white ring to move as fast as the wind and shoulder charged Reed Richards right into Doom's throne. 

As Reed fell down the stairs leading to Doom's throne, Fluttershy, who was hiding behind the throne, peaked her head out and then immediately popped back behind the chair. 

Iron Man quickly took to the air and fired a dozen rockets at his arch enemy. 

Mandarin simply raised his hand and closed his fist, the black ring glowing as a black hole appeared before him and sucked all of the rockets inside. The black hole disappeared as Khan used the crimson ring to hit Tony with a mental attack before controlling his mind. 

Khan then turned Tony around and used him to hit Tails with a Unibeam, sending the young Fox crashing into one of the various pillars inside Doom's throne room. Mandarin then used the orange ring to create an acid cloud around Iron Man. Tony screamed as the acid began chewing through his armor, much to Mandarin's pleasure. 

Once he had his fun, Mandarin used the green ring to blast Tony in the chest with an energy beam that sent him across the room. 

Sue, who had now recovered, created an invisible disc under her feet and took to the air, hurling invisible discs at The Mandarin. 

Khan used the purple ring to create a forcefield that blocked the projectiles. 

Mandarin was getting bored now. He closed his fist and created an explosion that sent not only Sue back, but all of the other heroes that were coming his way. As everyone groaned in pain, Tony got back to his feet and glared at Khan. 

He then activated his boosters and flew right towards Mandarin. 

Only to be backhanded away by Gene with little to no effort. Khan then used the purple ring to levitate into the air and then used the blue ring to summon a water tornado. The water tornado swallowed up Iron Man, Reed, and Tails, swirling them around for a bit before spitting them back out. 

As the three heroes crashed down onto the ground, Mandarin used all ten rings to levitate all of the heroes, including poor Fluttershy, into the air and held them there as he spoke. 

"You do not understand, with the ten rings I am a God. You cannot even lay a finger on me. You've got to realize how pointless this battle really is." Mandarin gloated as he squeezed his fists tighter, crushing the heroes' bodies in the process. 

Tails tried to fight the tears in his eyes, but the pain was too much, "W...we'll....ngh! N-Never....stop fighting....against you!" Tails declared through the pain. 

Mandarin nodded in agreement, "I completely agree, which is why it is annoying. You see me as a villain, but you don't me. Some people call me a terrorist, I consider myself a teacher. Here, allow me to indulge you in my wisdom. Lesson number one. Heroes, there is no such thing." 

"I agree." 

(End song) 

The sudden voice caught Mandarin's attention, causing him to turn around. 

Dr. Doom was standing right there in front of him. 

"Well, this is a surprise. Is this really you, or is it another one of your robot duplicates?" Mandarin asked. 

"I told you that I would make you regret ever standing against me, Khan. That time has come." Doom declared as his voice boomed throughout the throne room. 

Mandarin tilted his head to the side, "Finally decided to man up and face me?" 

Doom took a step forward, "Let us make one thing clear. Doom. Fears. No one." 

"Then why not face me sooner? Why send them," He pointed towards the heroes in his grasp, "to face me?" 

Doom had him right where he wanted him, "I needed you distracted, those fools were the perfect pawns to keep your Cabal of simpletons distracted." 

Mandarin was starting to grow curious, "Distracted? From what?" 

"From Doom collecting his trump card." 

Mandarin decided to humor Doom, "Alright, I'll bite. What's this trump card of yours?" 

Doom then raised his arm up slightly and opened up his hand as a blue gem hovered in the palm of his hand. 

Everyone's eyes widened. 

"THE SPACE STONE!!!" Tony shouted at the revelation. 

Doom was smiling under his mask, "Yes, I had found it's location and decided to use all of you to distract that fool so I could collect. With this Stone, not only will it spell Thanos' doom," he glared at Khan with intense hatred, "but yours as well." 

Khan was growing more and more agitated, "I'm going to tear that Stone from your cold, dead corpse!" 

"You shall do no such thing. You declared war on Latveria, Khan." Doom gazed at the Space Stone in his hand, "Now prepare to reap what you sow." 

Doom then closed his hand around the Stone, a bright blue light shining through Doom's fingers as he was engulfed in a bright, white light. The light was so intense, even Khan had to cover his eyes. The ground beneath Doom broke apart due to his sheer power. 

Doom could feel the power coursing through him. 

He could feel the universe itself. 

His eyes shot open as the light slowly dimmed, glowing with limitless power. 

Once Khan lowered his arm, he saw Doom standing in the center of the throne room, a white, smoky aura around him. 

 

"You are no longer in the presence of a Latverian monarch. You are in the presence of a GOD EMPEROR!"
> Ruler Of Latveria (Part 2)
> --------------------------------------------------------------------------

 

The Mandarin floated in the air, staring down at his enemy. 

God Emperor Doom. 

Doom's eyes glowed a fiery white as a smoky, white aura glowed around him. Mandarin waited for Doom to make the first move, but he just stood there, not making a single move. 

Mandarin folded his arms, "So, it looks like we are equals now, Doom." 

Doom scoffed as he took a step forward, the rug beneath his metal boot burning to ash as stood on top of it. 

"Equals? Never. Doom has been, always will be, better than you." 

With that, God Emperor Doom suddenly teleported away from Mandarin's sight. Before Khan could react, Doom appeared behind him and elbowed him in the back of the head, sending him crashing down to the floor. As Mandarin got up to one knee, Doom hovered down to the ground with his arms folded over one another. 

Mandarin snarled as he turned his head around to face Doom. 

"You would DARE!!!" 

Mandarin teleported into the air and used all ten Makluan Rings at once, firing a rainbow colored blast towards the God Emperor. 

Doom didn't flinch. 

He just stood there. 

Once the laser reached him, Doom simply backhanded the laser away from him, sending the laser towards the wall to his left and destroying it. 

Khan was speechless, as was everyone else present inside the throne room, "This shouldn't be possible." Khan muttered before roaring in rage and shooting downwards towards Doom. Mandarin reeled back a punch, the five rings on his fingers glowing brightly. 

Khan threw the punch. 

Doom caught it. 

Mandarin was dumbfounded, this shouldn't be possible. 

Doom tightened his grip around Mandarin's fist, actually managing to dent his armor before he palmed Khan in the chest. Mandarin soared across the room as Doom teleported behind him and backhanded him through the wall to his left. Khan crashed through the throne room wall and plummeted straight down to the streets below. 

Khan slid across the cobblestone pathway, digging a trench as he landed. 

Mandarin growled in anger as he saw Doom floating out of the hole made by him when Doom backhanded him out of the castle. Doom stared down at him, his arms folded over his chest as his cape flapped in the wind. 

Mandarin clenched his fists as a green aura surrounded him, "I WILL SEND YOU TO HELL!!!" Khan quickly shot up into the air and used the black ring to hurl a black hole at Doom. 

As the black hole approached him, Doom simply raised his arm and opened up his hand. 

The black hole stopped dead in its tracks as strands of white energy seeped out of it. Doom then closed his fist, causing the black hole to implode on itself. Doom then teleported behind Khan and tapped on his shoulder with his finger. Mandarin turned around...only for Doom to flick him with his finger, sending him crashing down onto the ground. 

But before Khan could crash down onto the ground, he was suddenly engulfed in a white aura. 

He was then pulled back up into the air and seized by the throat by Doom. 

"You made a mockery of me, Khan. Rest assured, it will not happen again." Doom threatened, barely speaking above a whisper. 

God Emperor Doom then punched Mandarin right in the face, sending the villain soaring across the sky. 



 

The battle in the streets between the forces of Hydra and the combine efforts of The Avengers, Fantastic 4, and the Guardians of the Galaxy raged on, seemingly going on forever. Rainbow Dash zoomed through the air and knocked down a Hydra Warsuit as Groot hurled a Hydra Soldier at The Thing so he could punch him to the ground.

Taskmaster was still battling with Gamora. 

Red Skull fired a blast from his chest at Human Torch, to which the hero dodged expertly. 

But suddenly, the battle seemed to come to a halt as Mandarin crashed down in the center of the battle, gaining everyone's attention. It was then that Doom appeared in the sky, floating over his adversaries. 

Mandarin got up to his feet and started laughing, "It's over now, Doom, look around you! You are outnumbered, my forces and my Cabal have you surrounded! Don't you get it?! I'VE WON!" Mandarin pointed his hand towards Doom, "Skull, divert all attention to Doom! I want every Warsuit focused on him, now!" 

But much to his shock, all of the Hydra Warsuits turned on both him AND the Red Skull. 

Red Skull grit his teeth in anger, "WHAT IS THIS?! I DIDN'T COMMAND YOU TO DO THIS!!!" 

"You're right. I did." 

Everyone turned around and saw Taskmaster pressing a hidden button on his gauntlet, revealing his betrayal. 

God Emperor Doom nodded to Taskmaster, "Well done, Taskmaster." 

Khan and Red Skull's eyes widened at that, "You? You've been working with Doom the whole time?" 

"You made an offer. So did Doom, so, I weighed my options and Doom pays more." Taskmaster replied as he ordered the Hydra Warsuits to aim their weapons at the two villains. 

"All Taskmaster had to do was place the control chips inside of your feeble Warsuits and keep me updated." Doom added as both Mandarin and Red Skull turned to him. 

Khan frowned underneath his helmet, "You planned this from the very beginning." 

"It was quite simple, really. I gave Taskmaster the means of entering Latveria, and you would instigate a national incident. Doom would send his Doombot to gather the aid of The Avengers, while Doom was slaughtering your Hydra forces at the dig sight the Space Stone landed in. Leaving you distracted long enough so Doom could claim the Space Stone from right under your noses." 

Mandarin then turned to glare at Red Skull, "You knew the location of the Space Stone and refused to tell me!" 

"There can only be ONE ruler, Khan!" Red Skull replied. 

"And it is neither of you," Doom declared as he landed softly on the ground, "This world is Doom's to rule." 

Mandarin roared in rage as he used all ten rings once more to blast Doom to hell. 

But to everyone's shock, God Emperor Doom simply walked right through the giant laser. Khan roared once more as he added more power to the blast, but Doom just kept walking right towards him. 

Khan eventually gave up and ceased using the rings, dissipating the laser, and shot right towards Doom to deliver a mighty punch to his face. But the punch had no effect at all, it didn't even move him. 

Doom's eyes darted towards Khan before he hit Khan's head with a mighty headbutt, sending The Mandarin to the ground. 

"None lay hands on Doom." 

As Mandarin struggled to get up, the ten rings were suddenly stripped off of his fingers. 

"NO!" Mandarin shouted as the ten Makluan Rings hovered into the palm of Doom's hand. 

Then, to everyone's shock, Doom crushed the Makluan Rings in the palm of his hand, destroying them with his sheer power. 

Khan stared, eyes wide as his armor broke apart and fell to the ground in pieces. 

Doom then tipped his hand as the ashes of the rings fell to the ground, "These rings are beneath Doom. Doom crushes those beneath him." 

Khan took a step back in shock, "Tho-Those rings were mine," he said barely above a whisper, "Y-You took my rings." Khan's fists then tightened as he grit his teeth, "Those rings were my life. YOU TOOK MY LIFE!!! HOW DARE YOU!!! I. AM. THE MANDAR--" 

Khan's voice was then silenced as Doom quickly darted over at impossible speeds and punched a hole right through Gene Khan's chest. Rainbow Dash and Amy screamed in horror while Johnny struggled to hold in his lunch. Khan coughed up blood as he stared weakly into Doom's glowing eyes. 

"No," Doom started as his fist started to glow, "You are a gnat, easily swatted aside by my armored fist. Bother me no more!" 

Khan let out one final scream in pain before he was burnt to ash. 

Dead. 

Everyone stared in absolute shock and terror as Doom dusted himself off, unfazed by what just occurred. 

(End song) 

Iron Man and the other heroes finally made it out of the castle and over to the battlegrounds, only to stop and stare in shock at Khan's corpse, or lack there of. 

"Victor," Reed started as he took a step forward, "What did you do?" 

Doom didn't even face his enemy, "What you could not, Richards." Doom then opened the palm of his hand, "The power of a God." His new power began to seep into the palm of his hand, reforming the Space Stone and returning him to his original form. 

Everyone just stared in shock as Doom gazed at the Space Stone in his hand, wondering what he was going to do. But to everyone's surprise. 

He tossed it back to Reed. 

"Beneath me." 

Red Skull, seeing how outnumbered he was, got onto his knees and placed his hands over his head, surrendering. 



 

Doom stormed into his throne room with the heroes in toe, all of them with sour expressions on their faces. 

"Okay, are we seriously gonna ignore the fact that he killed that guy?" Rainbow asked nobody in particular. 

Johnny nodded in agreement, "Yeah, I agree. I'm still struggling to wrap my head around it." 

"What are we doing here, Victor?" Reed asked impatiently. 

Doom approached one of his statues and twisted the head sideways, revealing a hidden door behind the statue. 

"We are here to claim what we seek. The key to neutralizing the Infinity Stones." Doom replied as he entered his secret lab. 

Fluttershy followed in first, curious as to what was inside. 

Everyone jumped when they heard her scream and rushed right into the lab. Once they entered, they were greeted with the sight of Fluttershy in tears. Once they saw what she was looking at, they knew why she was crying. 

She was crying because Doom had a certain Draconequus strapped against the wall with bruises and blood spread all over his mismatched body. 

 

"DISCORD!!!" Fluttershy cried as she darted over towards her friend. 

Only to be halted by Doom's magical grip on her wings. 

Discord weakly opened one eye, "Flu-Fluttershy?" 

Tony wasted no time in aiming his Repulsor Ray at the Latverian monarch, "Let her go, Doom."  

Doom rolled his eyes as a green forcefield suddenly appeared around the group of heroes. 

"HEY, WHAT THE FLARK?!" Rocket shouted as Hulk, Groot, and The Thing started bashing against the forcefield, trying to break through. 

Doom paid them no mind and focused on Discord, "You know how to neutralize the Infinity Stones, Draconequus! Yet you withhold this information! You may not care what happens to you, but you care for this one, don't you?" Doom asked as he held Fluttershy in his grasp. 

"N-NO!" Discord shouted weakly. 

"If you value her life, you shall relay what you know to Doom, NOW!" 

Tony shook his head, "Doom, you son of a--" 

"DON'T YOU TOUCH HER!!!" Rainbow screamed as she tried breaking through the forcefield. 

"TELL ME!!! OR SHE DIES!!!" Doom threatened as he aimed his hand towards the shy Pegasus. 

"NO, PLEASE!" Discord begged. 

"5!" 

"I-I CAN'T" 

"4!" 

"PLEASE, I BEG OF YOU!! 

"3!" 

"....Discord?" Fluttershy pleaded with tears streaming down her face. 

"2!" 

"FLUTTERSHY!!!" 

"1!" 

"WAIT!!!" 

Doom halted as he glared at the Draconequus, the heroes also halting their attempts at escaping Doom's forcefield. Discord and Fluttershy's eyes met and they stared into each others eyes for a few moments. 

Discord sighed in defeat, "Despite the risks, I shall tell you what you want to know. Just let her go." 

Doom wasn't so easily fooled, "Tell me, then I shall consider it." 

Discord felt a tear slide down his face. 

Doom was losing his patience"Tell me! NOW!!!" 

Discord knew he wasn't playing around, and he wasn't willing to play with Fluttershy's life. 

"You win, Doom. I'll tell you what I know." 

End Of Arc 6
> Darkness Revealed (Part 1)
> --------------------------------------------------------------------------

A swirl of darkness appeared in the sky above New York City, hovering above the city ominously until the body of Mephiles formed within the swirl of darkness. The dark Hedgehog's eyes snapped open as the swirl of darkness disappeared, only Mephiles remaining in the sky. 

He turned his gaze downward and slowly looked left and right, studying his surroundings. This was the place, the place where his reign of darkness would begin. Mephiles folded his arms as he chuckled darkly to himself. But he then suddenly felt a presence, not just any presence, but the presence of another. 

He was being watched. 

He turned his body around and saw a transparent being floating before him. 

 

Uatu, The Watcher of the Multiverse. 

Mephiles was not intimidated, he was surprised, but not intimated. He simply folded his arms over his chest and chuckled, "Uatu. What a surprise. Unexpected, but I welcome it. Tell me, Watcher of the Multiverse, why have you appeared before me?" Mephiles unfolded his arms as he continued, "I believe that you are under oath to not interfere. So, why break your sacred oath to appear before me?" 

Uatu's face showed no emotion, it remained stone cold as he spoke, "There are forces at play here beyond you, Solaris." 

Mephiles closed his eyes as he laughed menacingly, placing his fingers to his forehead as he laughed, "I know it may seem vain, but," he reopened his eyes before continuing, "it does me well to hear that name again." 

"You should not be here, Solaris, your time has passed. It is only by chance that you are here now." Uatu continued monotonously. 

Mephiles frowned as he removed his fingers from his forehead, "No, it is by destiny that I am here now. It is my role in the grand scheme of things to purge this world into eternal darkness." 

"Your time is done." 

"I decide when my story ends, Watcher." Mephiles placed his hands behind his back, studying The Watcher with his reptilian eyes, "Why are you here?" 

Uatu responded instantly, "In exactly 24 hours, the battle for the Infinity Stones shall begin. I have seen every possible outcome of the coming battle. The destruction Thanos leaves in his wake. The fate of three worlds lies in the balance. You, Solaris, are meddling with forces beyond your comprehension." 

"You forget, Uatu, I am one half of a Time God. There is no force beyond me." Mephiles replied coldly. 

"I am aware that I will not be able to break your conviction, but I come before you not to stop you, but to ask something of you." Mephiles arched an eyebrow, motioning Uatu to continue with his hand, "Spare Shadow the Hedgehog." 

Much to The Watcher's confusion, Mephiles busted out laughing, and continued to do so for a time before calming down, "You must be joking." 

The Watcher, was in fact, not joking, "The Ultimate Lifeform holds an important role in the coming conflict. He does not fall to you, he must witness the coming battle to turn the tides. I ask of you to spare his life." 

"Well then, you have had a wasted trip, Watcher. Shadow's life belongs to me. I shall savor watching the life fade from his eyes." Mephiles the turned around, facing away from The Watcher, "After so long, I shall reclaim what is mine. After so long I will finally be victorious." 

"You will not be victorious this day, Solaris." 

Mephiles scoffed, "Such confidence. Look around you, Watcher, the heroes are away from one another, the tower is unguarded. The Stones are mine for the taking, the odds are in my favor." 

"In the billions of futures I witnessed, you did not play a single role in the final conflict." Uatu stated in an monotone manner. 

"Then you didn't look far enough. One thing is certain in the Multiverse. Time is eternal. I am time incarnate. Only I am eternal." Mephiles declared, so certain of his victory. 

Uatu shook his head as his projection began to fade, "We shall see." With that, The Watcher faded away, leaving Mephiles with his thoughts. 

The dark Hedgehog shook his head as he felt The Watcher's presence fade away. He felt excited for what was to come, he was finally going to fulfill his destiny. His thoughts then drifted to his most hated foe, Shadow the Hedgehog. How he hated him, how he hated how he and the other Hedgehogs had denied him his destiny. 

Mephiles clenched his fists in anger, he couldn't wait to end that Hedgehog's life. Nothing was going to stop him now, "Shadow," Mephiles sneered the name of his most hated enemy, "My hatred for you burns as hot as a thousand suns. You robbed me of my victory once, never again. Even if I play no role in the coming battle, I promise you, Shadow the Hedgehog..." 

Mephiles shot his arms out to his sides, summoning thousands upon thousands of clones that hovered in the air behind him. 

"...You. Will. Die." 



 



 


Welcome To





T̶̗̂h̴̡͎̆̆e̷͖̯̎ ̷̲́̏Ḭ̶̊̿n̷̖̽̓f̸̙͂̌i̷̜͛n̴͎̝̽i̸͖͊t̷͉̹̂̀y̴͖̿̆ ̴͍͗A̵͎͗̄r̷̖̳̈́̎c̵̟̹͐


 

A spark. 

A single, orange spark. 

That's all it took for the portal to whirl to life. The Mystic Arts truly are a sight to behold. 

From within the portal, Shadow the Hedgehog skated through with a look of determination on his face. He was committed. He was full of conviction. He had to make sure those Stones were secure. If he failed, trillions would die. He would fail to keep his promise to Maria. That was something he could never allow to happen. 

The sound of a motorcycle reeving sounded off behind Shadow. A haunting sound for those who have sinned. The Ghost Rider rode onto the street with his motorcycle, a burning trail of fire left behind in his wake. His eyes, though hollow, showed a look of vengeance. He would ensure the souls that have been put through endless suffering would find peace. 

It was his duty as the Spirit of Vengeance. 

The sound of wings flapping and hooves clopping against the ground filled the air. 

The three Equestrians darted through the portal and found themselves in the middle of a street somewhere in New York. 

Celestia had a look of worry on her face. This whole experience was starting to get to her, but she would not falter. She couldn't afford to. Her little Ponies were counting on her. The beings of this new world were counting on her. She would not fail. 

Luna had a look of conviction on her face. She had failed her Ponies once as Nightmare Moon, this was her chance for repentance. Maybe saving three worlds would finally lift the weight on her shoulders. It was time to be the Alicorn the world needed her to be. 

Rarity looked utterly terrified, and yet, she had a stern look on her face as well. In truth, Rarity has felt a little useless during times of crisis. Even when the Storm King invaded, she was willing to give up when things got tough. But this time was different. If she lost, trillions of people would perish. She would not allow her loved ones to suffer due to her cowardice. She was going to see this through to the end. 

As Shadow skidded to a stop across the concrete road, the portal behind the group of heroes let out one final spark before shrinking down into nothingness. 

Shadow clenched his fists as Mephiles plagued his thoughts. To think that a whole timeline was erased because of what Mephiles did. He wasn't going to allow the demon to get his claws on those Stones. If he got his hands on the Reality Stone, he could engulf the entire world in darkness. Lord knows what he would do if he got the Mind Stone. 

"We need to get to Stark Tower." Shadow addressed his team without even turning to them. 

Rarity trotted towards the black Hedgehog with a look of uncertainty on her face, "Do you think the others got your message?" 

Shadow briefly glanced at the Unicorn before replying, "Whether they did or did not doesn't matter. What matters is getting those Stones away from Mephiles." 

Celestia was about to speak her mind but her words got caught in her throat as she and Luna felt a dark presence around them. 

"That... Darkness." Luna shivered as she flared her wings and lit her horn. 

Ghost Rider got off of his bike and readied his chain, "The demon is near." 

Shadow felt a sinking feeling in his stomach. Mephiles was already here. His hands crackled with Chaos Energy as he readied himself. 

"Mephiles. He's already here." 

"Of course I am. I'm right on time." The sound of Mephiles' voice boomed in their heads. 

They all looked upwards and saw Mephiles floating downwards from the sky slowly with the Soul Stone floating in the palm of his hand. Each of their eyes widened when a massive shadow loomed over them. An army of Mephiles clones loomed over the city, hovering behind the original Mephiles. 

Mephiles savored the look on Shadow's face, "And you are all too late." 

Ghost Rider growled, his hatred flaring up as he gazed up towards the demonic Hedgehog, "You shall face judgement on this day, demon!" He then threw his chain towards Mephiles, but the dark being waved his hand dismissively, the chain being knocked away by a sudden burst of darkness. 

Shadow took a step forward as Ghost Rider recalled his chain, "There's something I don't understand." Shadow started as he glared at his enemy, "You arrived before us. You know where the Stones are, you could've taken them for yourself. And yet, here you are. Why?" 

"Hm hm hm hm hm. Oh Shadow, you poor, poor fool. Didn't I tell you that I wanted to make you suffer? I intend to do just that." Mephiles stated calmly as he glanced down at the Soul Stone in his hand, "Once I have done that, then I shall darken this wretched world!" 

"That shall not come to pass, monster!" Luna shouted to the dark villain as she lit up her horn. 

Mephiles turned his gaze to Luna and scoffed, "You truly believe you can stop me? I find that funny coming from you... Nightmare Moon." 

Luna's eyes widened as her horn died out. 

Celestia looked to her sister with concern, "Lulu?" 

Mephiles chuckled before continuing, "Oh yes, I know allll about you, Luna. How you felt neglected, rejected, unwanted... Unloved." Mephiles laughed darkly at Luna's expense, "You truly were so easy to manipulate." 

Luna looked confused for a moment before her eyes shrunk to pinpricks as realization dawned on her. The Alicorn shook her head as she took a shaky step back, "N....no." She whispered in fear. 

Mephiles nodded, "Oh yes, who do you think planted those thoughts into your head? The Nightmare Forces? Those clouds are but mere extensions... Of me." 

To further solidify this reveal, half of the Mephiles clones turned into clouds of darkness. These clouds were all too familiar to the three Equestrians. 

 

Mephiles laughed as the Nightmare Forces morphed back into Mephiles clones, "You may be Nightmare Moon, Luna. But I am the one that created her!" 

Tears streamed down Luna's face as it slowly morphed into an angry scowl, "Y...you turned me into a monster. Y...you planted lies into my head. You're the reason I was banished in the first place!" She spread out her wings as she stomped her hoof on the ground, causing the ground to shake slightly, "YOU RUINED MY LIFE!!!" 

"Wrong, little girl. I gave your life purpose, you were just too weak to see it through." Mephiles replied coldly. 

Luna began to hyperventilate as Celestia glared hatefully at Mephiles, "YOU DEMONIC CREATURE! I SHALL SEE TO IT THAT YOU NEVER HARM A SINGLE PERSON EVER AGAIN!" The solar Alicorn shouted in the Royal Canterlot Voice. 

Shadow couldn't agree more as he dashed into the air to try and get a hit on Mephiles. 

He would have, if Mephiles hadn't disappeared in a fog of black. 

Shadow landed on the ground on both of his feet and turned around to see Mephiles reappear. 

"Temper temper, Shadow." Mephiles taunted as he wagged his index finger in a disapproving manner. He then turned to his clones, "Keep them occupied." He commanded to his army as he gestured to the rest of the group. As the army of clones began to descend to the ground, Mephiles turned his gaze to Shadow before landing on the ground just across from him. 

Mephiles closed his hand, shrouding the Soul Stone in a dark void only he can access. 

"I'm going to kill you." Shadow promised in a sinister tone. 

Mephiles readied himself, "No, Shadow the Hedgehog. The only one of us that will die this day..." 

Shadow's hands glowed and crackled with Chaos Energy while Mephiles surrounded himself in a fiery, purple aura. The two Hedgehogs glared at one another, only focusing on each other. 

Mephiles saw Shadow. 

Shadow saw Mephiles. 

A purple dagger appeared in Mephiles' hand before he screamed, "...IS YOU!!!" 

They had both waited long enough, the time for talking was over. No more delays, no more waiting. 

They both charged forward, their battle had finally begun.
> Darkness Revealed (Part 2)
> --------------------------------------------------------------------------

All was silent, not a sound was made. The sounds of flames dancing and the whistle of the wind filled the air. Those were not the only sounds filling the air, for the sounds of someone sobbing sounded out. 

Twilight Sparkle was broken. Her student, Starlight Glimmer, laid dead in her forelegs. 

Peter Parker turned away, he had experienced loss his entire life. His parents, Uncle Ben... Aunt May. He knew how to process a loss like this. But did Twilight know? She had never gone through something like this before, she had never lost someone close to her. This is all new to her, and Peter knew it. 

Miles placed his hands in front of him and lowered his head in remembrance. This was a painful reminder of how his father died. How Phin, his best friend, sacrificed herself to save Miles. Both Phin and Miles' father both sacrificed themselves for the greater good. 

Starlight's death caused those memories to come flooding back into Miles' mind. 

Tempest Shadow simply stared at the sight before her, her face unmoved. Although her face may not show it, deep inside, she was in mourning. In the time she had with the Unicorn, Tempest began to see Starlight as a friend. And her friend was dead, lying there covered in blood and ash. 

Dr. Strange used to be a doctor, he was used to seeing death. He would have time to mourn later, right now he was needed to find a way to locate the other Infinity Stones. Time was of the essence, Mephiles declared that he would take the Stones already in their collection. He had to think quickly so he could formulate a plan of defense. 

Sonic "Maurice" Hedgehog didn't know what to do. He knew how to deal with loss, he'd come to develop a process to deal with tragedy. He had to, considering what had happened to his mother. But he was never good at expressing comfort to those who were experiencing the death of a loved one. Those sorts of emotions weren't his style. 

He went to rub Twilight's back, but hesitated. Was this the right thing to do? Would it help? Would it make things worse? He hated emotions at times like this. 

What Twilight was going through, she had never experienced it before. Thoughts of self loathing plagued her mind. 

"How could you let her die?"

"She was your student, YOUR responsibility!" 

"You could've helped her, but you just stood there and let her die!" 

"You failed." 

"Some Princess of Friendship you turned out to be." 

The thoughts stopped when she felt a hand touch her shoulder. She hiccupped as she slowly turned her head around. She saw Sonic with a look of loss on his face. 

He opened his mouth to speak, but his words were caught in his throat. He did this a few more times before stuttering out, "I... I'm not good at- well... THIS. I don't know... What do I say? What do you want me to-" 

He was cut off by Twilight, who leapt into his chest and cried into it. 

He was stunned for a moment, but that didn't last long since he quickly wrapped his arms around the distraught Alicorn. He stroked Twilight's mane as she cried into his chest, her tears wetting his chest fur. 

"Th... This is all my fault." Twilight spoke barely above a whisper as she sobbed into her friend's chest, "She... She's dead because of me." 

Sonic shook his head as he pulled away from the hug and gazed into Twilight's violet eyes, "No. This is not your fault. Not in any way, shape or form. You did all you could to save her." Sonic cupped Twilight's face with his hands, "And you don't have to go through this alone. I made you a promise, remember?" Twilight nodded slowly as she choked back a sob, "I intend to keep that promise." 

The dam broke again as Twilight fell into the Hedgehog's chest. 

They didn't care for what was happening around them. 

Right now, all they needed was each other. 

"Guys?" The sound of Peter's voice caught their attention. They all turned and saw Peter with his fingers on his earpiece, clearly listening to a message. Peter's lenses squinted as he relayed what he had just heard, "That was a message from Shadow, things have gotten a whole lot worse." 



 

 

Shadow had to move, and he had to move now! 

The Ultimate Lifeform used his Rocket Shoes to slide to his left, sparks lighting up as his shoes scrapped across the concrete. He managed to avoid a Spear of Darkness, which was hurled by Mephiles. Before the dark being could make his move, Shadow boosted upwards and shoulder charged the villain. 

But unfortunately, Mephiles had teleported out of the way through a mist of darkness, causing Shadow to phase right through it. Once Shadow had landed, Mephiles quickly appeared behind him and extended a beam of light with a spears head from his right hand. 

He had intended to stab Shadow in the back, but he didn't anticipate Shadow jumping to the left. 

While in mid air, Shadow performed a 180 degree turn and hurled a multitude of Chaos Spears at his foe, "CHAOS SPEAR!" The Chaos powered projectiles flew straight toward Mephiles, with some managing to impale the demon in the chest while the others planted themselves in the ground around him. 

Mephiles groaned, this was starting to become annoying. 

"A futile effort, Shadow." Mephiles declared. 

He then morphed into a dark puddle on the floor while the Chaos Spears faded away. Before Shadow could react in time, Mephiles appeared behind him and charged forward. Shadow turned around and was then tackled by Mephiles. The vile Hedgehog grasped Shadow by the throat as he flew through the air. 

Shadow snarled as he continuously punched Mephiles in the face, hoping to free himself from Mephiles' grip around his throat. He was then slammed into the ground since Mephiles flew downwards. 

Shadow groaned in pain as Mephiles loomed over him, his reptilian eyes glaring daggers. 

"You only delay the inevitable, Shadow the Hedgehog." Mephiles declared. 

Shadow grit his teeth before teleporting away and appearing behind Mephiles, "I'll never stop fighting, Mephiles, you should be aware of that fact." 

"Oh, I am." Mephiles replied, not turning to face his foe, "Which will make your death all the more sweeter." Mephiles then snapped his body around to face Shadow and threw four daggers of darkness at the Ultimate Lifeform. 



 

Ghost Rider was starting to get annoyed. 

Every time he killed a Mephiles clone, it would just multiply into more clones. 

Ghost Rider hurled his chain into the air and wrapped it around the neck of a clone before yanking down on his chain, bringing to clone down and slamming him into the concrete road. But it was a feeble effort as the clone simply multiplied, making Rider's attack meaningless. 

"It doesn't matter how many of them you defeat, you know." All the clones said in unison. 

Ghost Rider used his fingers to whistle for his motorcycle. 

Rider's bike rode towards its master with Rarity standing on the seat, firing blasts of magic at any clone she saw. As Rarity continued to blast Mephiles clones, Celestia and Luna were currently flying through the air, also firing blasts of magic from their horns. 

Luna huffed as more Mephiles clones appeared before her, "They keep coming, sister," she said to Celestia. "Every time we destroy one, three more take its place." 

"We must keep fighting, Luna!" Celestia replied as she blasted another Mephiles clone, "You know what will happen if we fail to keep those Stones secure! For the good of all, we must persist!" 

Luna gave her sister a coy smirk, "Oh, I never intended to stop, sister. I'm just concerned that you've gotten soft in your old age." 

Celestia gave Luna a look that screamed "Are you serious?" before smirking herself, "Old age? Oh ho ho, we will be having words after this, Lulu." The two Alicorns then resumed fighting the horde of clones before them, hoping that Shadow was faring better than they were. 



 

"DROWN IN DARKNESS!" 

Mephiles hurled two black orbs down towards the ground, intending to hit Shadow. 

Shadow's hands then crackled with raw Chaos Energy, "CHAOS SPEAR!" Shadow threw his Chaos Spear at the incoming orbs. The two projectiles collided, causing an explosion of both darkness and Chaos Energy. 

As the smoke cleared, Shadow curled into a ball and shot upwards, hitting Mephiles in the chest with a Homing Attack. The dark Hedgehog broke through a window on a nearby building and rolled to a stop in an office building. Shadow hovered up to the broken window as Mephiles got back up. 

Shadow then boosted forwards to try and elbow charge Mephiles, but the villain quickly created a shield of darkness which protected him from Shadow's attack. Shadow tried to break through the barrier, but he couldn't. 

Mephiles then spread out his arms, causing the shield to explode. 

As Shadow flew out of the building, Mephiles zoomed forward to his enemy and elbowed Shadow's head, sending the hero spiraling towards the ground. 

Shadow crashed, creating a crater where he landed. 

Mephiles disappeared from the air and rose up from a dark puddle just beside the crater. He walked towards the edge of the crater and gazed as Shadow slowly got back up to his feet. 

"While this has been a treat, Shadow, I believe it is time to get what I came for." Mephiles declared as he slowly rose up into the air, "You can play with my clones." Mephiles then disappeared in a fog of blackness as a horde of Mephiles clones suddenly appeared above the crater. 

Shadow growled in frustration as the clones all darted down towards him. 

(End song)


 

Mephiles appeared through a fog of black just in front of Stark Tower. 

Mephiles could feel them, the other Stones, they were calling to him. He heeded their call and slowly descended down to the helipad. Once he landed on the helipad, he opened the palm of his hand as the Soul Stone suddenly popped into existence. 

"I sense them. The two Infinity Stones inside this tower. With them, I shall rule this WRETCHED world!" Mephiles declared to himself. 

Mephiles took a step forward, but a line of web suddenly stuck itself onto the Soul Stone. 

The villain looked down at the Stone in shock as it was pulled out of his grasp, "NO!" He then shot his hand forward, summoning his blade of light and cutting the web. The Soul Stone spun through the air until it was caught in the hand of none other than Spider-Man, who was standing by the edge of the helipad. 

"Y'know, I get the distinct feeling that this doesn't belong to you." Peter quipped as an orange spark lit up behind him. The spark then spun around until a portal was forged, and then outstepped Sonic the Hedgehog, Twilight Sparkle, Tempest Shadow, Miles Morales, and Dr. Strange. 

Mephiles wasn't fazed by the newcomers, except for one. 

He didn't take his eyes off of Sonic, he couldn't afford to. 

"The blue savior has finally arrived. At long last, I can finally repay you for our last encounter." Mephiles stated to Sonic in a cold manner. 

Sonic looked confused, "Umm, have we met before?" 

Mephiles raised his arm, "Allow me to refresh your memory." Without warning, a dark, foggy tentacle shot out of Mephiles' hand and implanted itself right into Sonic's forehead. Sonic gasped as all of his lost memories came back to him. Solaris, Soleanna, Elise. 

Especially Elise. 

The tentacle retracted out of Sonic's head as said Hedgehog gasped heavily, falling to one knee. Twilight instantly rushed to his side. 

"Sonic! Are you okay?" 

Sonic didn't respond, he was in too much shock. His eyes were the size of pinpricks as his body shook violently. He panted heavily as he tried to process everything, an entire timeline erased. Moments from his life that he never experienced played through his mind. It was a lot to process. 

Twilight snarled as she snapped her head towards Mephiles, she was not in the mood for this. She had already lost Starlight, she wasn't going to lose Sonic as well. 

"WHAT DID YOU DO TO HIM?!" Twilight demanded to know. 

Mephiles chuckled as he folded his arms, "I enlightened him to the truth. Now, I can have my vengeance against him AND you, Twilight Sparkle." 

Twilight's face turned to one of confusion as she asked, "What do you mean? I've never seen you before in my life!" 

Mephiles laughed as his body began to morph. The cloud of black suddenly grew four legs, a long neck and a muzzle. A torso was then formed as two black wings sprouted from its back. As it opened its eyes and mouth, a horn erupted from its forehead. 

Twilight took a step back in shock as a familiar foe stood before her. 

 

Twilight shook her head in denial, "Th-THE PONY OF SHADOWS?! IMPOSSIBLE! WE SENT YOU BACK INTO EXILE!" 

The Pony of Shadows morphed back into Mephiles and responded, "I was freed by that fool, Sombra! Now, I shall have my revenge against those who have wronged me in the past." Mephiles then decided to taunt her, "I must say, I recall there being another with you when you freed Stygian from my grasp. Starlight Glimmer if I recall." 

Twilight's eyes shot wide open as tears brimmed her eyes. 

Mephiles had her now, "I notice she isn't with you," he then gasped dramatically, "Did something happen?" He asked, feigning shock. 

Twilight grit her teeth as she spread out her wings, Peter clenched his fists in anger, "I'm gonna enjoy punching you in the mouth... Or lack there of." 

Sonic then stood upright, gaining everyone's attention. 

Sonic grit his teeth, "I saw what you did before. I'm not gonna let that happen a second time, Mephiles." 

Mephiles chuckled darkly as he rose into the air, "Unfortunately, you will not get the chance, Hedgehog." Mephiles glared at his foes as they readied themselves. 

Peter and Miles crouched down while Strange readied his magic. 

Tempest's broken horn sparked while Sonic crouched down into a running start. Twilight lit up her horn as she grit her teeth in anger. 

Mephiles folded his arms, he was going to enjoy this. 

"Time to repent."
> Darkness Revealed (Part 3)
> --------------------------------------------------------------------------

 

Mephiles hovered above the helipad on top of Stark Tower, glaring daggers at the team staring towards him, particularly a certain blue Hedgehog. Mephiles was done waiting as he summoned a horde of clones to aid him. The army of clones surrounded the building, Sonic and his team were completely outnumbered here. 

The dark Hedgehog wasted no time in getting the battle started, as he darted downward and met Sonic head on. 

Sonic quickly curled into a ball and attacked Mephiles with a Homing Attack, but the evil Hedgehog simply backhanded the hero away while Twilight and the others went for the clones. Peter and Miles swung overhead while Twilight and Tempest stood side by side, blasting the incoming clones with their magic, or lightning in Tempest's case. 

Dr. Strange used his magic to summon two Mandela Discs and threw them towards two incoming clones. The discs tore right through their torsos, cutting the two clones in half. But the two clones simply morphed into four clones and continued their assault. 

Twilight took to the air, blasting magic from her horn while Peter spin kicked a Mephiles clone into Miles, who punched the clone down to the helipad with a Venom Punch. Miles then Web Zipped over to another clone before he flipped over it's head. He then kicked the clone in the back, sending it right towards Peter, who kicked it downward. 

Strange then used his magic to hold a clone in place, allowing Tempest to blast it with her magic lightning. 

Although the group of heroes were holding their own, it was all for naught as the clones kept multiplying. No matter what they did, the clones just kept coming, just as unrelenting as before. 

Tempest grit her teeth as she blasted an incoming clone with her lightning, "This isn't working, Princess!" Tempest said through her teeth, "We need a new plan of attack!" 

Twilight was having troubles of her own as a group of clones circled around her like a predator circling its prey, "Well until we come up with a better way to handle the situation, this is all we can do right now!" She replied as she used her magic to cast a shield spell around her, "We just have to make sure that those Stones are protected at all cost!" 

(End song) 



 

 

Sonic's fight with Mephiles had already moved away from Stark Tower and into the streets of New York, he was going to get that Stone away from Mephiles' demonic hands. 

While Sonic grit his teeth, Mephiles simply gestured for the Hedgehog to come forward with his hand. 

"Let's see how long you last against me!" Mephiles stated. 

Mephiles' hands were suddenly engulfed in a purple aura, "DROWN IN DARKNESS!!!" Mephiles shot his hands forward, summoning multiple dark puddles on the road ahead. Sonic had to move quickly if he wanted to avoid them and stop Mephiles. 

Sonic sidestepped away from the puddles as he ran down the street. Once there were no more dark puddles, Sonic jumped into the air and hit Mephiles in the chest with a Homing Attack, sending the dark being further down the street. After recovering, Mephiles made a sharp left down another street with Sonic following behind him. 

Once Sonic caught up, Mephiles clenched his fists, causing the ground beneath Sonic to break apart and levitate into the air. This didn't deter the Blue Blur however, as he simply parkoured off of the various pieces of debris floating in the air, making his way towards Mephiles. 

Once he was close enough, Sonic hit Mephiles with another Homing Attack. 

Mephiles flew further down the road due to Sonic's attack, which angered him to a great extent. "I'm starting to remember how annoyingly persistent you are, Hedgehog." 

Sonic dashed forward as he shrugged nonchalantly, "Meh, it's how I roll." 

"Not for long." 

Mephiles then summoned two discs of darkness and threw them towards the Hedgehog. The discs turned into a vertical position and tore through the road as they made their way towards Sonic. The Hedgehog had to move quickly, so he moved from side to side, letting the discs pass him. 

He once again jumped into the air, but this time Mephiles created multiple clones of himself in an attempt to confuse the Hedgehog. But Sonic had a simple solution to the problem. Sonic hit all of the clones with a Homing Attack until he hit the real Mephiles. 

Mephiles soared through the air until and crashed on the ground, rolling across the road several times until he came to a stop in a crouched position. Sonic skidded to a stop as Mephiles rose to his feet. 

Would those things even be considered feet? 

NOT NOW, DEADPOOL! 

Mephiles folded his arms as he levitated into the air once again, "A worthless effort, rodent. Do you truly believe that you can defeat me alone?" 

As if he tempted the universe, Mephiles was then struck in the back by a Chaos Spear. He turned around sharply and saw Shadow the Hedgehog standing before him, "He's not alone. But you are, Mephiles." 

Mephiles wasn't threatened in the slightest, "You truly believe the two of you are a match for me?" 

"MAKE THAT THREE!!!" A sudden voice shouted as Mephiles was struck in the back once again, only this time it wasn't a Chaos Spear, it was a car. 

As Mephiles recovered, Shadow crossed his arms as a smug smirk found its way onto his face, "I hope you don't mind, but I called in a little backup as I was dealing with your clones." 

(End song) 

 

Mephiles snarled as a certain white Hedgehog from the future floated downwards. 

 

Silver the Hedgehog has arrived. 

Mephiles pointed hatefully at the white Hedgehog, "YOU!" 

Silver landed on the road next to Sonic's left as Shadow teleported to Sonic's right, "Looks like I got here just in time." Silver stated the obvious. 

Sonic felt a smirk tug on his lips as he folded his arms, all three Hedgehogs facing Mephiles. 

"Looks like YOU'RE the one who's outnumbered now, Mephiles." Sonic boasted towards the demonic creature of darkness. 

Mephiles, while angry, kept his composure, "It doesn't matter, I'm so glad all three of you are here. Now I don't have to waste my time searching for all three of you." 

Silver leaned in towards Sonic's ear, "Um, so who's this guy?" Silver asked. 

"I'll fill you in after we kick his butt." Sonic replied. 

"You will do nothing but die!" Mephiles declared as he shot forward with an intent to kill. 

(End song) 



 

It didn't take long for the tides of the battle to turn. 

It seems that Silver wasn't the only one who got Shadow's message as several Mobian heroes had responded and joined Rarity's team in the fight. 

 

 



 

The Freedom Fighters had joined the fray. 

 

Blaze engulfed a group of Mephiles clones in a tornado of fire, which allowed Celestia to hit them all with a blast of magic. As the clones recovered, Rouge flew over head along with Luna and made their way towards another clone. Luna's horn lit up, her magic holding the clone in place as Rouge performed her Tornado Kick, which sent the clone down to the ground as Omega let out the ammunition. 

"ALL CLONES ARE INFERIOR! THEY MAY NOT BE EGGMAN ROBOTS, BUT IT WILL SUFFICE!!!" Omega declared as two missiles flew out of his shoulders. 

As the missiles flew, Ghost Rider rode alongside the two missiles on his bike. He then removed his chain from his shoulders and wrapped it around the neck of another clone as the two missiles blew another set of clones apart. Rarity blasted a clone in the chest as Vector charged past her and used his gigantic maw to comp down on the clone. 

As Vector laughed victoriously, Espio threw several of his Kunai blades at a group of clones. The Kunai blades caused the clones to dissipate into thin air as Charmy flew over him, trying to stay out of trouble. 

"Say Espio?" Vector said as he walked over to the Chameleon, "How much would we normally charge for this?" 

Espio shot Vector a deadpanned look, "Are you serious? I would think the fate of three worlds would be charge enough." 

Vector waved his hand dismissively, "Yeah, yeah," Vector then stomped away, "I guess it was wishful thinking anyway." The Crocodile grumbled. 

Espio shook his head before he resumed the battle. 

He was about to throw a Kunai blade at an incoming clone, but it was suddenly blasted by a red Ocular Blast. The Chameleon turned around to see Team Cap and the X-Men land on the ground, presumably jumping down from the Avengers Quinjet and The Blackbird hovering above them. 

Knuckles grinned as he slammed his fists together, "Looks like a party. Mind if we join in?" 

It was then that Pinkie gasped dramatically, "A PARTY?!" 

Logan pinched the bridge of his nose in annoyance, "I've had to put up with this the whole way here." 

Deadpool then wrapped his arm over Logan's shoulder, "Aw, come on, Wolvie. You know you love it." 

"Want me to stab you again?" 

Wade then zipped out of frame... Somehow. Logan then unsheathed his claws and charged forward with the other heroes in tow. Cap threw his shield, which bounced off of several clones until it found its way back onto Cap's wrist. Knuckles and Applejack ran side by side while Pinkie and Deadpool zoomed past at impossible speeds with Pinkie giggling like a filly while Wade cackled like a crazy person. 

Up above, Celestia smiled as she saw that two of her little Ponies were safe, although she appeared unnerved by Deadpool as he pulled a massive Bazooka from what she assumed was his back pocket. 

ಠ‿↼ 

You're disgusting, Wade. 

Ice Man froze two clones as Gambit threw his flaming cards which exploded on impact, shattering the clones to pieces. Hawkeye shot his arrow as Black Widow fired off multiple shots to try and dispose of the clones. Storm created a hail storm in the sky while Beast slashed through a few clones with his claw like nails. 

As the battle progressed, the appearance of a green portal in the middle of the street caught everyone's attention, causing the battle to halt. All was silent as everyone waited in anticipation for something to come through. 

(End song) 

Deadpool's eyes darted back and forth as he waited for something to happen. He groaned obnoxiously loud before he pulled out a Boombox and placed it on the ground, "Fine, I'LL provide the music." Deadpool pressed the Play Button. 

 

As the song started playing, something emerged from the portal, or rather SOMEONE. Hulk stepped out of the portal with an angry look on his face. 

He growled as everyone stood in silence. 

Wade laughed, "Oh ho, you guys are fucked now." 

Hulk roared as he charged forward and slammed a Mephiles clone into the ground. But Hulk wasn't the only one to exit from the portal as Tony Stark, Human Torch, and Rainbow Dash flew out of the portal and soared overhead. Thor and Mr. Fantastic emerged from the portal, along with Amy and the Guardians of the Galaxy, minus Rocket, who decided to fly the Benatar from Latveria, since no one else would. 

The rest of Iron Man's team emerged from the portal, with Fluttershy walking alongside a limping Discord. 

But the final person to exit the portal caused all of the other teams to make a double take on what they were seeing. Dr. Doom emerged slowly from the portal, bringing presence to the battle. The dictator folded his arms as the portal closed behind him. 

To everyone's surprise, he grasped a clone by the neck and burnt it to cinders with his mighty power. 

He didn't even hesitate. 

Doom then walked slowly through the battle field, unfazed by the horde of clones surrounding him. One Mephiles clone shot towards the monarch from the side, but Doom simply raised his arm and blasted the clone to ashes. Another clone charged from the other side, Doom payed it no mind as he simply clenched his fist, engulfing the clone in a green aura. 

The clone then burnt to ash. 

Captain America stared at the sight before him with his eyes wide, "Doom?" He said in shock and confusion. 

"I'll explain later, Cap." Tony said over the Comms as he flew overhead, firing blasts at the flying clones.

Wolverine slashed through a Mephiles clone and replied, "Yeah, you'd better Stark." Logan then roared and charged forward towards a group of Mephiles clones. 

As Wolverine was going to town with the various clones in his path, Rainbow zoomed over to Aj and Pinkie and tackled them in a bone crushing hug, "I'm glad you guys are okay!" 

Applejack chuckled, "Right back at 'cha, Sugarcube." 

It was then that two more Ponies joined in on the hug, Fluttershy and Rarity. 

"I'm so relieved to see you, girls!" Rarity said as tears streamed down her face. 

Fluttershy simply whimpered as she squeezed tighter. The hug was broken up however as a Mephiles clone appeared behind them and prepared to blast them. It would have too, had it not been for Doom, who punched a hole in the clone's chest and burnt it to ash with his magic. 

As the group of Ponies stared at the Latverian monarch, said monarch scoffed and walked past them, not noticing or caring that Rainbow was glaring hatefully at him. 

"Uh, who is that exactly?" Applejack asked. 

Rainbow shook her head while Fluttershy whimpered in fear, "You don't wanna know." RD said cryptically. 

"YO!" The sudden voice of Peter Parker shouted out, causing the group of Ponies to turn around. They saw Twilight, Spider-Man, and the others land in front of them, "Mind if we join in?" 

Pinkie grinned, "The more the merrier!" 

(End song) 

The Mane 5 all smiled towards Twilight, but she didn't smile back. In fact, she didn't even acknowledge them. She was acting rather cold. It was then that Pinkie noticed the absence of Starlight Glimmer. 

"Hey, where's Starlight?" Pinkie asked in a weary voice, her mane deflating a little bit. 

Twilight didn't respond, she just looked away with tears brimming her eyes. That was all Applejack needed to know to get what happened. She took her Stenson off and looked downward while Rarity and Fluttershy started to cry. Rainbow and Pinkie were confused. 

"Where's Starlight, Twi?" RD asked. 

"Rainbow," AJ started in a heavy tone, "Starlight ain't comin'." 

Rainbow quirked an eyebrow, "What do you mean? Where is she?" 

No one responded, causing Pinkie to panic a bit more, "C-Come on guys," Pinkie forced a laugh, "T-This isn't funny. Where is she?" She turned to Twilight, "Twilight? Come on, you got us. Ha ha ha, you can stop now. Where's Starlight?" 

"DEAD!" The collective voices of Mephiles' clones all stated together. Twilight and the others turned to the horde of clones as they hovered over her and her friends, "AND VERY SOON, YOU WILL BE JOINING HER!" 

The horde of clones didn't even give them the time to process this loss as they hovered towards the group slowly. Twilight glared hatefully at the clones while Peter, Miles, Tempest and Dr. Strange got ready. The Mane 5, although they weren't certainly in the mood, readied themselves as well. 

"MAY THE DARKNESS CONSUME YOU ALL!"
> Darkness Falls
> --------------------------------------------------------------------------

 

Mephiles was starting to get annoyed now. He had those Stones right where he wanted them, he was finally victorious. But then everything fell apart as not only did all of his foes come together, but he also lost the Soul Stone. But he was still determined. 

He wouldn't lose now. 

He was too close. 

Mephiles clenched his fists, "You all fail to grasp the reality which you all face," He declared as a purple aura appeared around him, "Let me show you what I'm made of!" 

Sonic smirked in response and turned his head to his allies, "Let's get him." 

Mephiles roared angrily as he released a burst of dark energy which engulfed the street they were standing on. A dark dome formed over the four Hedgehogs, allowing them to battle without any interruptions. Shadow glared hatefully at his nemesis before he crouched down. 

"Let's end this." 

"Gladly!" Mephiles retorted in anger. 

The battle had begun. 

Sonic dashed forward at impossible speeds with Shadow skating alongside him. Silver took to the air and darted forward with the others. Mephiles shot forward and met the three Hedgehogs head on. Once they collided, an explosion of darkness went off, sending each of the Hedgehogs backwards. 

Shadow recovered quickly as Silver and Sonic were getting back up. 

Shadow wasted no time in continuing the fight as he shot forward to take Mephiles alone. Mephiles didn't hesitate to charge at his foe either. The two Hedgehogs met in the middle and interlocked hands in a struggle to overpower one another. 

The struggle ended as Mephiles was suddenly struck in the side, which sent him flying off to the left. Shadow darted his eyes toward Sonic, who gave the Ultimate Lifeform a thumbs up. Both Hedgehogs turned to face Mephiles, who skidded to a stop. 

The being of darkness then stomped on the ground, sending pillars of dark fire sprouting from the ground towards our heroes. Sonic dashed off while Shadow used his rocket shoes to hover in the air and dart forward before he could get hit. 

Mephiles shot upwards into the air, hovering above his foes. 

Silver used his telekinesis to lift pieces of the ground up into the air and hurled them at Mephiles the Dark. The Hedgehog of the dark made no attempt to dodge the incoming attack as his hand was suddenly engulfed in a purple fire made to resemble a blade. 

Mephiles flew forward and used his blade to slice the incoming attacks in half. 

Silver growled in anger before he shot forward, reeling back a punch. The Hedgehog of the future threw the punch, but Mephiles disappeared in a fog of black before he could land the strike. Mephiles took advantage of Silver's confusion and reappeared behind the Hedgehog and roundhouse kicked him in the side of the head. 

As Silver flew through the air, Shadow and Sonic jumped into the air and caught the Hedgehog before he could crash onto the ground. The two rivals set Silver down on the ground as Mephiles summoned two orbs in his hands. 

He then hurled the orbs at his foes as they were recovering. 

Silver caught sight of this and used his powers to shove Sonic and Shadow out of the way before they could get hit. Silver then quickly created a shield with his powers to block the attacks, but it didn't hold up against the strength of Mephiles' assault. 

One orb shattered the shield while the other struck Silver in the chest, sending him rolling across the ground. 

Mephiles laughed in victory before he shot downward, his Dark Blade ready so he could kill the Hedgehog. But just as Mephiles was about to reach Silver, Shadow threw a Chaos Spear so he could protect the unconscious hero. 

Mephiles was struck and thrown off course, allowing Silver to continue living. Shadow boosted forward as Mephiles the Dark got back up. The Ultimate Lifeform hurled multiple Chaos Spears at the darker half of Solaris, making sure he doesn't sleek away. 

But Mephiles wasn't so easily defeated, as he simply faded into a black fog to avoid Shadow's projectiles. Once Mephiles morphed back into his body, he was struck in the back... And then the front... And then from side to side by multiple Homing Attacks. 

Once Sonic struck Mephiles again, he uncurled and planted his feet on the ground, skidding to a stop. Mephiles' head turned 180 degrees, which caused Sonic to shiver involuntarily. The rest of Mephiles' body snapped 180 degrees to match the direction of his head. 

Mephiles then shot several balls of darkness from his left hand as Sonic took off running. 

Mephiles kept firing blast after blast as Sonic ran up the walls of the dome to keep ahead of the projectiles. While Mephiles was distracted, Silver regained consciousness and sat upright. He then saw that Mephiles was open to attack and decided to take this rare opportunity. 

Silver shot upwards and flew over towards Mephiles. 

Mephiles was then tackled from behind by Silver, causing them both to crash on the ground. As the smoke cleared, it was revealed that Silver had Mephiles in a telekinetic grip. Silver raised Mephiles into the air, allowing both Sonic and Shadow to boost themselves forward and attack. 

They both reeled back their fists as they flew towards Mephiles. 

Both Sonic and Shadow then punched Mephiles in the face, sending the creature of darkness flying through the air and crashing against the dome. Mephiles pushed himself off of the wall of the dome, revealing it to be cracked slightly. 

As the three Hedgehogs regrouped on the ground below, Mephiles growled in anger as he raised his arms into the air, "I will not allow you three to best me again! I will not be denied my destiny!" It was then that a massive black orb the size of a meteor formed in Mephiles' hands. 

The three Hedgehogs looked upward at the swirling Bomb of Darkness with worried looks on their faces. 

Sonic suddenly snapped his fingers as an idea popped into his head. He turned to Shadow, "Shadow, you and I will curl into a combined Spin Dash," He then turned to Silver, "Silver, you get a good grip on us with those powers of yours and when I say so, you throw us at that bomb with all you got!" 

Silver nodded as he slowly floated upward into the air while Shadow and Sonic interlocked hands. 

"If you tell anyone about this..." Shadow growled through his teeth. 

Sonic simply rolled his eyes as they both begun to spin, creating a combined Spin Dash. Silver used his telekinesis and raised the two Hedgehogs into the air as they charged their attack. Mephiles looked at the sight before him and scoffed. 

"You just don't get it, do you? This is not a fight you can win, fools! This is fate, destiny has decided that--" 

"You talk too much and need to shut that imaginary mouth of yours!" Sonic interrupted the demon. 

Mephiles growled as he threw the bomb downwards. 

"SILVER, NOW!!!" Sonic shouted as the bomb fell. Silver nodded and yelled as he threw the two Hedgehogs forward towards the Bomb of Darkness. The combined Spin Dash made contact with the bomb and tore straight through it, shocking Mephiles greatly. 

"I-IMPOSSIBLE!!!" Mephiles stuttered before he was struck in the chest by the combined Spin Dash and was sent hurling towards the wall of the dome. 

Mephiles crashed through the dome, causing it to shatter completely. 

Sonic and Shadow untucked before the Blue Blur gripped Shadow's hands and spun him around a few times before letting go. Shadow zoomed downwards before landing a solid kick to Mephiles' chest, sending the demon crashing down on the road, creating a crater where he landed. 

Sonic and Shadow landed as the smoke cleared, with Silver landing behind them and walking towards them. All three Hedgehogs stared down at the Hedgehog inside the crater as he tried to get back up, but he just didn't have the strength and fell back down to the ground. 

Shadow folded his arms over his chest, "I told you, Mephiles. I will never let you win, I will never let you desi crate her home. Not now, not ever." 

(End song) 



 

Rainbow flew towards a Mephiles clone with an intent to ram right through it, but she simply phased through it as it faded out of existence. As a matter of fact, all the other Mephiles clones faded away as well, confusing everyone greatly. 

Vector scratched the top of his head in confusion, "Uhh... What just happened?" 

Ben Grimm punched his palm with a grin on his face, "I think we just won!" 

As everyone, sans Doom, celebrated their victory over the clones, Dr. Strange glanced down at his hand as the Time Stone appeared in his palm. He then looked forward and created a portal to Sonic's location. 



 

Mephiles groaned painfully as he rose to his feet, not intending on giving up without a fight. He looked up slightly and saw Shadow and the other two Hedgehogs looking down at him just outside the crater. Mephiles tried to take a step forward, but he found out that he was still weakened from the fight. 

All of a sudden, an orange portal sparked to life behind the three Hedgehogs. Dr. Stephen Strange stepped out of the portal with the Time Stone in hand. 

Sonic waved to the Master of the Mystic Arts, "Hey, Doc, glad you could make it." 

Strange nodded in reply, "It appears that the threat has been dealt with," He glanced down at the Time Stone with a stoic expression on his face, "Now, it is time to restore the balance of time." Strange then floated off of the ground and hovered downward into the crater. 

Dr. Strange landed on the opposite side of the crater and stared Mephiles down, the Time Stone shining brightly in his hand. 

Mephiles chuckled weakly, "And what... Do you think YOU can accomplish here, sorcerer?" Mephiles outstretched his arms, "I am a God, while you are nothing but a fool with cheap parlor tricks up his sleeve." 

"You may be one half of a Time God, but you were erased long ago." Strange took a step forward as his cloak flapped with the wind, "You somehow survived, but now it is time to right this wrong... For good." 

Mephiles, to everyone's surprise, took a fearful step back, "W-What do you think you are doing?!" 

Strange closed his hand around the Time Stone before stretching his arm forward, aiming his fist directly at Mephiles, "Teaching you a lesson." Strange gave Mephiles a coy smirk, "You mess with time, it tends to mess with you back." 

 

(Play from 0:33 to 1:29) 

Without warning, Strange fired a green laser from the Time Stone directly at Mephiles. The beam struck Mephiles in the chest, causing the demon to screech out in pain. The sheer power of the Stone created a mighty gust of wind that sent Sonic and Silver sliding backwards, but not Shadow. 

Shadow jumped into the crater and slowly approached the two. 

As Strange continued to use the Stone, Mephiles' eyes darted to his right hand, to which he saw it crack like glass with a green glow shining through it. 

Mephiles' eyes widened in horror when he finally realized. 

He was being erased from existence. 

"GRAH...NO! TH-THIS IS N-NOT P-P-POSSIBLE..." 

As Mephiles' body began to crack, Shadow removed his Inhibitor Rings and quickened his pace towards Mephiles. As his body deteriorated, Mephiles began morphing into the various forms he has taken over the years. The Nightmare Forces, The Pony of Shadows, he had no control as his body fell apart. 

Strange grunted as he struggled to keep control of the Stone's power, "YOUR FATE WAS DECIDED LONG AGO! IT IS TIME FOR YOU TO PAY FOR THOSE YOU HAVE HURT, DEMON!!!" 

It was then that small shards of Mephiles' body flew backwards off of his body, "Y-YOU M-MORTAL WHELP!!! I... AM... S-SOLARIS!!! I... AM... A GOD!!!" 

Shadow's slow walk then turned into a full on sprint before he started skating towards Mephiles, his body engulfed in a red aura. 

"KNOW THIS!!! T-THIS ISN'T THE END... I-I SHA-ALL RE-RE-RETURN!!! S-SOMEHOW!!! S-S-SOMEWAY!!!" 

Shadow had heard enough. He leapt into the air and reeled back a fist as Mephiles fell apart. Shadow and Mephiles locked eyes with one another as Shadow drew closer to his most hated enemy. 

The light inside the cracks in Mephiles' body brightened immensely, "I'LL BE BACK!!! D-DO YOU HEAR ME?!!!" 

There was almost nothing left as Shadow threw the punch. 

"DO YOU HEAR ME?!!! SHAAAAAAADOOOOOOOWWWWW!!!" 

Those were the final words of Mephiles the Dark as Shadow shattered him like glass. The beam ceased as Shadow landed on the ground in a crouched position. Strange fell to one knee just as Shadow stood upright, opening his hand and gazing at the appendage. 

Shadow scoffed as he clenched his fist, "You call yourself a God?" He then crossed his arms, "A God is nothing to the Ultimate Lifeform." 

(End song) 

Shadow turned around and walked over to Strange, helping him to his feet. 

"Thanks for the assist." Strange thanked the Hedgehog. 

Shadow merely nodded before walking over and placing his Inhibitor Rings back on. The Ultimate Lifeform then saw Sonic and Silver just outside the crater, looking down on him with smiles. 

Sonic gave Shadow a thumbs up. 

Shadow rolled his eyes and returned the gesture with one of his own. 

Sonic chuckled as Strange floated out of the crater and landed beside him and Silver. They all turned around to see Twilight and Peter leading the massive team of heroes over towards them. 

Sonic turned his head to Strange, "What's next, Doc?" 

Strange looked up to the sky with a grim expression on his face, "Now it's time for our next fight."
> Ultimatum
> --------------------------------------------------------------------------

The tension felt inside of Stark Tower could be cut with a knife, and there was good reason for there to be tension. After all, one of the most dangerous individuals on the planet was currently in their midst. 

But Doom cared not for what they thought of him. 

Nearly every hero was glaring daggers at the ruler of Latveria while he just stood there with his arms crossed. Once the Mane 6 heard what Doom had done to Discord and Fluttershy, to say that they weren't happy would be an understatement. Discord was currently recovering in the Med Bay with Fluttershy sleeping next to him, refusing to leave his side. 

Once Tony has explained why Doom was here, although unhappy about it, everyone accepted it reluctantly. 

The silence was broken as Nick Fury stepped into the room with Maria Hill trailing behind him. As Fury walked over to him, Tony folded his arms and had a smug look plastered on his face, which was known to annoy the hell out of Fury. 

"Stark," Fury addressed the Armored Avenger, "Where are we with recovering the Infinity Stones?" 

"Take a look for yourself." Tony replied as he gestured towards the group of heroes behind him. 

Fury turned and saw the six Infinity Stones in the possession of Dr. Strange, Reed Richards, Captain America, and Spider-Man. With those four Stones, their collection was now at a total of six. 

They had all of the Stones. 

Fury found that a small smile had made its way onto his face, he was truly impressed. He turned to Stark and extended his gratitude, "Not bad, Stark. Now comes the hard part." Fury turned away from Tony and faced the group of heroes behind him, "How are we going to make sure that Thanos can never use them?" 

Reed Richards sighed as he placed the Stone in a tiny capsule in his pocket, "That is where the problem lies, Director Fury." 

Twilight quirked an eyebrow in confusion, "Why? Did you not say that we had a way to neutralize the Infinity Stones?" She asked in confusion, they had them all, so what was the problem? 

It was then that Doom finally decided to speak, "While the Draconequus was in Latveria, he was very adamant in keeping the key to neutralizing the Infinity Stones to himself. But his will was nothing compared to Doom's, he eventually relayed the information I desired." 

Rainbow snarled as she flew up and got right in Doom's face, "AT THE COST OF THREATENING FLUTTERSHY!!!" Before she could get another word in, Doom backhanded her away, causing everyone to ready themselves. 

Doom cleared his throat as AJ helped Rainbow to her hooves, "The Draconequus informed me of a way to neutralize the Stones before the Titan can get his hands on them." 

Sonic was growing curious now, "And how do we do that?" 

"By destroying them." 

The room fell dead silent. 

Not a sound was made. 

"D-DESTROY THEM?!" Amy shouted frantically. 

Charles Xavier rolled forward slightly as he added, "But if the Stones are destroyed-" 

"Then the Convergence cannot be undone." 

Fury gaze hardened, "That is not an option." 

"There must be another way," Celestia suggested as she took a step forward towards Doom, "Some solution we are not seeing." 

"There's not." Mr. Fantastic shut her down almost immediately, "We've had J.A.R.V.I.S run through every possible solution he could think of. The only way we stop Thanos and save everyone is if the Infinity Stones are destroyed." 

Logan puffed his cigar before asking, "Bub, even if it's the only goddamned way, how would we blow them Stones to hell anyway?" 

Doom responded by pointing towards the Equestrians, "With them." To say that the Equestrians were confused wouldn't do it justice. 

"U-Us?" Rarity asked, wanting clarification. 

"Specifically the ones with horns." Doom then walked forward towards them as he continued, "With the combined magic of the four Alicorns, and any other Unicorns, it will be enough to overload the Infinity Stones' power." 

"Therefore destroying them completely." Strange finished for the tyrant. 

Doom folded his arms over his chest, "Some victories require sacrifice." 

"But none as big as this." Gamora said grimly. 

Beast looked skeptical, "If you wouldn't mind, I would like to run some tests of my own." 

Doom shrugged, "Run all the tests you want, it doesn't change what needs to be done." 

McCoy frowned at the monarch, "I appreciate the concern, but I'll be running them anyway." He replied in a smart tone. 

Peter Quill leaned over slightly and whispered into Drax's ear, "And I thought MY plans sucked." 

"They do." Drax replied without missing a beat. 

This was all starting to become too much for Twilight, it was an impossible choice to make. She needed time to think, so she turned away from the group and walked out of the room. 

"Twilight." Celestia said in a worrisome tone before walking after her... Only to be stopped by Sonic, who turned and gave her a serious look. 

"I got this." Sonic said before rushing out of the room, hoping to find Twilight and give her the comfort she desperately needed right now. 



 

Twilight stared outside the window overlooking the city, just thinking to herself. 

Just her and her thoughts. 

And they were running wild. On one hoof, if the Stones were destroyed then Thanos would never get his hands on them. But on the other hoof, they would never be able to undo what's been done. They wouldn't be able to find a way to reverse the Convergence. They wouldn't be able to find a way to undo whatever Sombra did to the Soul Stone and retrieve Starlight's soul. 

They would win the day, but they would also lose so much. 

Her thoughts were broken by a familiar voice, "Thought I'd find you here." She turned and saw Sonic walking towards her. 

She gave the Hedgehog a small smile before replying, "Sorry about... Storming off like that. I just needed to think." 

Sonic folded his arms and gave Twilight a look of understanding, "Hey, I get it. I do that to, except I just-" 

"Go for a run?" Twilight finished for him with a smug look on her face. Sonic chuckled as he moved to stand beside her, Twilight giggling as well. 

Sonic's chuckling dies down as he stood beside the Alicorn, "Yeah, pretty much." The two fell into silence as they both gazed out the window, looking down at the city below. The two just stood there, no words spoken, just enjoying each others company. The silence was broken as Sonic turned to Twilight, "Hard choice to make, right?" He asked, already knowing the answer. 

Twilight sighed as she looked down at the floor, "That's an understatement. I mean, if we do this, we win. But then we'll never be able to undo what Robotnik and A.I.M did. Starlight's soul would be lost forever, I mean, we could find a way to free her soul, but we don't have that kind of time." 

Sonic nodded in understanding before replying, "I think the choice is obvious." 

Twilight raised her head and turned to the Hedgehog with a confused look on her face, "Really? Well... What do you think we should do?" 

"I think the Stones need to go kaput." Sonic didn't even hesitate his answer. 

Twilight was shocked beyond belief before finding the right words, "Y-You're serious? You think we should destroy the Stones?" 

Sonic nodded, "I know we'll lose a lot if we do this, but we'll also gain so much if the Stones are gone." 

Twilight was shook, but she understood what he meant, "T-That's true. But I don't think we should. There are too many unknown variables at play." 

Sonic shrugged, "Hey, whatever choice is made, I'll go along with it." Sonic then cupped Twilight's chin with his hand, "Besides, whatever choice we make doesn't change the way I feel about you." 

The two closed their eyes as their faces drew closer to one another. It wasn't long until their lips met with one another. Sonic stroked Twilight's mane with his hand as they kissed passionately while Twilight's wings fluttered excitedly. 

It seemed like all of Twilight's worries faded away as soon as she and Sonic kissed. 

Like a weight was lifted off of her shoulders. 

They eventually broke apart due to lack of oxygen. The stared into each others eyes and smiled at one another. 

"Feel better?" Sonic asked with a coy look on his face. 

Twilight gave the Hedgehog a coy look of her own, "You bet." She replied in a sly tone. 

"Ahem." 

They both turned their heads to see Peter Parker standing there, leaning against the wall with his arms folded over his chest. Twilight's cheeks turned a bright red as she blushed immensely while Sonic simply laughed at the situation. 

"How long were you standing there, Pete?" Sonic asked as soon as he stopped laughing. 

Peter smiled as he stopped leaning against the wall, "Long enough to know that I can say that it's about damn time." 

Twilight laughed nervously before asking, "S-So what did you need, Peter?" 

"I just came to tell you that we've finally come to realize that we are severely out gunned. So while Tony and Cap get in contact with Wakanda, I came to ask if either of you two know anyone who could help out?" 

Twilight tapped her chin with her hoof before replying, "I suppose I could rally all the forces of Equestria, if they're willing. I won't force them to enter a situation where they could possibly die, not unless it's their choice." 

They both waited for Sonic to answer, but he just stood there with a stoic expression on his face. He was thinking, but was it worth it? 

"Yo, Blue, you alright?" Peter asked in worry. 

Sonic shook his head to clear his mind before replying, "Yeah, I'm fine. Just thinking, that's all." 

"About what?" Twilight asked, wanting further clarification. 

Sonic folded his arms as he looked down in thought, "Well, I know someone who could help, in fact, you both do as well. But I don't know if they would be willing to help." 

"Who're you talking about?" Peter asked. 

"Well, let's just say that I'd have to take a trip to the Triskelion," He turned to Twilight, "You'd have to go to Tartarus," He then turned to Peter, "And you'd have to go to The Raft." 

After a moment, they both gave the Hedgehog looks as if he were a crazy person. 

"You can't be serious?" Peter replied in a tone of disbelief. 

"How do we know they would even help?" Twilight added. 

Sonic shrugged, "We just have to hope the situation is dire enough for them to join the frontlines." Sonic unfolded his arms before continuing, "All I know is that I'm going to the Triskelion, what about you two?" 

Peter crossed his arms as a look of uncertainty found its way onto his face, "We'd have to run it by the team first, but I suppose I could give it a try." 

Twilight, although skeptical, sighed as she nodded in agreement, "We do need all the help we can get." 

Sonic nodded before starting to make his way out back into the room where everyone else was in, "Alright then, I gotta go talk to Fury. It's time Egghead and I had a little chat."
> The Enemy Of My Enemy (Part 1)
> --------------------------------------------------------------------------

The elevator dinged as the doors slid open, revealing Nick Fury, Sonic the Hedgehog, and a group of S.H.I.E.L.D Agents standing behind them. To say Fury was happy would be a lie, in fact, the only reason he is allowing this meeting is because they were desperate for allies. 

After all, they would need all the help they could get for when Thanos arrives. 

Fury sighed as he marched out of the elevator with Sonic and the S.H.I.E.L.D Agents following close behind. If Sonic was being honest with himself, he didn't like this one bit either, even though it was his idea. After everything Eggman has done, to him, to Mobius, he deserves to rot behind bars for the rest of his life. 

This wasn't the first time the two enemies have worked together, but Sonic felt sick to his stomach every time. But he wasn't going to let that stop him from doing what needed to be done. They had to stop Thanos, and they needed Eggman's help whether they liked it or not. 

"I'm gonna say it again, I don't like this one bit!" Fury declared loudly as he continued marching down the hallway, walking past the cells of the worst of the worst. Baron Zemo, The Leader, and more until they reached the end of the hallway, standing before a set of doors. 

Sonic glanced upward towards Fury, "Neither do I, but like it or not, we need his help." 

Fury exhaled deeply as he leaned forward and opened his one good eye for the scanner to scan it so the doors could be opened, "I know," Fury stood upright as the doors opened, "That's what I hate about this." 

They all walked in before the doors slid shut. 



 

The group were just a few meters from Eggman's cell, this was it. 

Fury stopped suddenly, as did his Agents. The Director looked down at the blue Hedgehog with such sternness that it sent shivers down Sonic's spines. 

Fury was really good at that. 

Nick folded his arms, "Alright, we'll be here if you need us. If he steps out of line-" 

"Nick, it's me," Sonic cut him off with a smirk before adding, "Of course he's gonna step out of line. He hates my guts." And with that, Sonic walked the rest of the way towards Eggman's cell. 

The sound of Sonic's shoes against the steel floors sounded off throughout the dimmed hallway, his thoughts dashing around in his head. If he didn't get Eggman's help, then they would be at a great disadvantage against Thanos and his army. 

His thoughts were interrupted as he finally reached Eggman's cell. 

He turned to face the mad doctor and his two robot lackeys, Eggman was currently lying on his bed, gazing up at the ceiling while Orbot and Cubot were having a slap fight. Sonic placed his right hand on his hip as he cleared his throat, gaining the attention of all three of them. 

Sonic waved to his enemy as his head perked up, "Hey, Egghead, enjoying your stay?"

Eggman chuckled as he sat up straight and shuffled towards the edge of his bed, "Well, well, well. Sonic the Hedgehog, this is a surprise," Robotnik then gestured to his cell with his hands, "Welcome to my humble abode." He sneered at his most hated enemy. 

Sonic smirked, which was know to set Eggman right off, "You look like you've been busy." 

Robotnik growled as he slammed his fist down on his mattress, "Actually, there hasn't been much to do since YOU PUT ME HERE!!!" He roared angrily, causing Orbot and Cubot to scurry back to the edge of the cell. 

"Weelll, you kinda had it comin'." Sonic replied with a shrug. 

"I'M CONFINED IN THIS... THIS... CAGE ALONG WITH THESE ANIMALS! MY GENIUS SHOULD NOT BE WASTED INSIDE OF A CELL!!!" 

To the villain's surprise, Sonic nodded, "I agree." 

Eggman snarled before standing up and placing his hands behind his back, "I know you didn't come here just to annoy me-" 

"Eh, maybe a little bit."

Eggman sighed as he pinched the bridge of his nose in aggravation, "What do you want, Hedgehog?" 

Sonic exhaled before getting to the point, "I need your help." 

That was not the answer Eggman had been expecting. He quirked an eyebrow in curiosity, "My help?" Sonic nodded before Eggman asked, "With what?" 

Sonic then folded his arms before explaining, "A threat is coming that is... All powerful. He's coming here to lay waste to our world, to take the Infinity Stones--" 

"The Stones?!" Eggman exclaimed as he cut him off. The genius then walked forward towards the blue Hedgehog, "Where are they?" 

"We have them. We could end this right now." 

"Then why don't you?" 

Sonic glanced down to his feet before making eye contact with Eggman again, "Because if we do, then there would be no way to reverse what you did." 

It was then that Eggman understood, "He he, I see, if you get rid of the Stones then my Convergence becomes permanent." 

"So, while we come up with a solution, I thought I'd come here and ask for your help." 

Eggman frowned, "So, let me get this straight." He then began slowly pacing around his cell, "You want MY help to stop this threat that is coming to lay waste to this planet?" Eggman stopped pacing and then turned to face Sonic, "And how exactly is this my problem?" 

"BECAUSE THIS IS ALL YOUR FAULT!" Sonic suddenly roared, startling Eggman a little bit, "If it wasn't for you and your obsession with having everything YOUR way, then none of this would be happening. Our three worlds wouldn't be merged, they wouldn't even be in danger. If Thanos gets those Stones, trillions of people will die." 

"Again, I ask you, Hedgehog. How is this my problem? Why should I help you?" Eggman asked again with a victorious smirk on his face.

Sonic's fists tightened... He needed to calm down. Not let him get under his skin. Once Sonic relaxed, a thought came to him. He smirked, "Because, how can you have an empire if there's nobody to subjugate to your will?" 

And with that, Eggman's smirk fell right off his face, "Clever little rodent." He thought to himself. Eggman folded his arms, now willing to listen, "Even if I wanted to help you, what would you need from me?" 

"Your fleet for a start, your endless swarm of Badniks, and..." This was gonna be hard to say, "Your mind." He grumbled under his breath. 

Eggman leaned closer with a smug grin plastered onto his face. He knew what the rodent said, he just wanted him to say it again, "I'm sorry, what was that?" 

Sonic grit his teeth, "You heard me." He replied in a tone so cold that it would freeze the hallway Sonic was standing in. 

"Oh, I know. But It wasn't loud enough. I want to hear you say it." 

Sonic glared daggers at the mad doctor, "We need your mind." 

Eggman grinned, "That's what I thought." Suddenly, a thoughtful look appeared on his face, "Y'know, I've got to know something Hedgehog." 

"And what's that?" 

Eggman's spectacles shined as he smiled, "What do YOU think should be done about the Stones? I'm genuinely curious as to your take on the matter. Should they be destroyed? Or should they-" 

"Yes." Sonic instantly replied with no hesitation. 

This shocked Eggman, he wasn't expecting that, "Really? You believe that they should be destroyed?" 

"I just said that, didn't I?" 

"Why?" 

Sonic replied instantly, "Because if they're gone, then Thanos can't use them to kill trillions of people. Sure the world would stay Converged, but we'd learn to adjust. We always do." 

Eggman was at a loss for words. How could he respond to that? What was left to be said? Absolutely nothing. 

"So?" Sonic's voice broke his train of thought, "What now?" 

Eggman composed himself and placed his hands behind his back, "Now, you let me out of this cell. But let's make one thing clear, rodent! Once this is done, It's back to business as usual. This world is mine and mine alone, the next time we meet I'll stomp out your little Freedom Fighters, AND those annoying Ponies." 

The two enemies glared hatefully at one another, "I wouldn't have it any other way." Sonic turned to Fury, who was standing at the end of the hallway, and nodded. Fury then gave the go ahead for Eggman to be released. 

All of a sudden, the laser bars on Eggman's cell deactivated, allowing the mad doctor and his two robot lackeys to waltz right out of the cell. The two mortal enemies stood before one another, with Eggman glaring down at Sonic and Sonic glaring up at Eggman. 

Robotnik chuckled before stating, "It's ironic, really. The one who put me in here is the one who sets me free." 

Sonic's expression turned into a deadly glare, "I hate you." 

"And I hate you." Eggman replied without missing a beat, "But now's not the time for that, is it?" 

Eggman then walked past the Hedgehog and made his way down towards Fury, hands placed behind his back with his minions trailing behind him. Sonic hated Eggman, he loathed him, but he didn't show it often. After all these years, he finally had that mad man behind bars, his fight was done. 

But now it seemed like it was all for nothing. Eggman was free once more, and the fight for freedom was still going strong. Sonic exhaled, he just hoped that he wouldn't regret this. This is EGGMAN after all. 

He just prayed to himself that things went smoothly for Twilight and the girls down in Tartarus.
> The Enemy Of My Enemy (Part 2)
> --------------------------------------------------------------------------

"Twi, are ya sure that this here is a good idea?" Applejack asked cautiously as they trotted through the desolate realm known only as Tartarus, where the most vile and despicable creatures of Equus are banished for all time. 

Twilight and her friends, except for Fluttershy, who refused to leave Discord's side, were making their way through Tartarus to get the help of three individuals that they'd all rather forget. After having been freed from stone and working under Eggman as his Roboticized lieutenants, sans for a certain evil filly, who worked under the mad man so she wouldn't be Roboticized, they were sent to Tartarus for their crimes. 

Now they, the ones who sent them here, had to ask them for their help. 

Twilight hated the fact that she had to ask these... Monsters for help, but the situation forced her hoof. 

"I hate this just as much as the rest of you," Twilight addressed the girls as she continued trotting towards their destination, "But Sonic is right, if we have ANY hope of surviving this, we're gonna need their help." 

"But it's THEM!!!" Rainbow exclaimed loudly as she hovered next to Twilight, "How do we know that HE won't just drain our magic when we let him out?!" 

"Rainbow is right, darling," Rarity agreed with the prismatic Pegasus, "They are uncouth, vile, barbaric, and most of all... Untrustworthy." 

Twilight's head snapped around as she turned to glare at her friends, the stress finally becoming too much for her, "DON'T YOU THINK I KNOW THAT?! YOU THINK I LIKE THIS?! YOU THINK I LIKE WORKING WITH THE ONES WHO NEARLY TORE EQUESTRIA APART?! WELL I DON'T!" Twilight panted heavily before realizing that she had just snapped at her friends. 

She saw them all look at her with a hint of fear and shock all across their faces. 

Twilight let out a tiny gasp at what she had just done, "I-I'm so sorry, girls! I-It's just... We've never faced anything like Thanos before! The stakes have never been THIS high! If we fail..." 

Twilight grunted as she was suddenly tackled into a bone crushing hug by Pinkie Pie, "Don't worry, Twilight! We know the stakes, we know what has to be done. Just remember that everything will work out the way it's supposed to." 

The rest of the girls took a step forward, giving Twilight gentle smiles. 

"Yeah, we're with ya, Twi." Applejack reassured the Alicorn. 

The rest of her friends all agreed, they were with her until the end. Twilight felt tears brim her eyes as Pinkie pulled away, she wiped her eyes with her foreleg as she sniffled. 

"T-Thanks, everypony. I-I needed that." 

Rarity walked over and placed a comforting hoof on Twilight's shoulder, "Darling, if you say that we need their help, then we need their help." 

Twilight nodded as Rarity removed her hoof from Twilight's shoulder, "Thanks, believe me, I hate this just as much as the rest of you..." 



 

"But what choice do we have?" 

Those six words replayed in each of their heads as they ascended the stone stairs leading up to the giant cage where the three most dangerous villains in Equestria resided. Twilight and the others ascended the last step and came face to face with the living definitions of Disharmony. 



Lord Tirek. 

 

Queen Chrysalis. 



And Cozy Glow, who looks a lot older than the last time Twilight and the others saw her. 

The sound of hoofsteps caught their attention, causing them all to turn to the Mane 5 with hateful glares on their faces. Chrysalis hissed as she shot forward and banged against the bars, Cozy simply scoffed, muttering a simple "Whatever" and turning away. 

Tirek on the other hand looked genuinely curious as to why they were here. He got up from his rump and trotted towards the bars, with Chrysalis still desperately trying to break through. 

Tirek studied the group with his eyes, contemplating several thoughts for why they were here, "Twilight Sparkle," The Centaur addressed the Princess of Equestria, "To what do we owe the pleasure?" 

"I'LLKILLYOUI'LLKILLYOUI'LLKILLYOU!!!" 

The Centaur rolled his eyes at the Changeling's antics, "Enough, Chrysalis, it is pointless. You'll never break through the bars." 

Chrysalis ignored him and continued to hiss at the five Ponies before them. Tirek sighed as he placed a hand on the Changeling's shoulder and shoved her backwards, away from the bars. Chrysalis landed next to Cozy, who simply huffed and looked away. 

Tirek turned back to Twilight with a curious look in his eyes, "I'm curious, Princess. What would possess you to travel down here? What would make you..." His words faded as he suddenly came to a realization, "Ah, that look in your eyes. Desperation. You are desperate. But why? 

"What would cause you to become so desperate that you would come visit us?" Tirek pondered for a moment before snapping his fingers in realization, "Fear. You are afraid. But of what? You're cheeks are moist, you've been crying recently. Your eyes have bags under them, obvious sleep deprivation, you all look like you've been here and back. You've been in a battle. 

"From my deduction, it appears that there is a threat that you cannot deal with alone. So the only reason as to why you are here is obvious." Tirek found that a smug smile found its way onto his face, "You need our help, don't you?" None of the Ponies responded, all was silent. 

Pinkie shuffled her hoof nervously, "Uhhh, am I the only one who was the teensiest, tiniest bit creeped out with how fast he figured that out?" 

"Nope." The Ponies all responded. 

Tirek chuckled as he folded his skinny arms, "It appears my deduction was accurate. Oh, this is an interesting turn of events indeed." 

Twilight recomposed herself and gave Tirek a stern look, "Enough, Tirek!" 

The Centaur waved his hand dismissively, "Yes, yes, I've had my fun. Now, allow me to ask you this." Tirek placed his hands on the bars and leaned forward towards Twilight, "What could scare you all so much that you would come rushing all the way down here for our help?" 

"How about the death of trillions of people?” Pinkie answered in an uncharacteristically eerie tone. 

This actually caught Cozy's attention as she turned around to face the Ponies. Chrysalis snorted at the filly, "So now you decide to stop being an angsty teen?" 

Cozy sighed depressively, "When you spend more than a year trapped in a dark, desolate cage you tend to see how ugly the world truly is." 

"You're just acting emo because neither of us would pay attention to you anymore." Chrysalis deadpanned to the filly. 

"Yes, the sweet little filly act got old fast." Tirek added. 

Cozy scoffed as Chrysalis sneered at her enemies, "Well, it looks like you had a wasted trip! We would NEVER help the likes of you! And I would never help that wretch, Starlight Glimmer!" 

At the mention of their deceased friend, each of the Ponies' ears fell to the back of their heads. Pinkie sniffled while everyone looked down to the floor. Tirek took notice of this and instantly knew what it meant. 

Tirek turned his head back to Chrysalis, "It appears you've missed your chance for vengeance." 

The Changeling's eyes widened, "W-What do you mean?" 

"She's gone!" Rainbow sneered as she flew up to the bars, "I bet that makes you happy, doesn't it?!" 

However, instead of gloating like they expected, Chrysalis grit her teeth in anger, "No, no, no, NO!!! She was my prize! My trophy! MY KILL!!! She was mine! MINE!!! MINE!!!" 

Tirek ignored the Changeling's tantrum and turned to Twilight, "We appear to have gotten off track, Princess. This threat you speak of, it could bring the end of trillions of lives?" 

Twilight nodded, "Yes, we wouldn't be here otherwise." 

Tirek crossed his arms, "Say we help you..." He ignored the outcries of his peers and continued, "What's to stop me from draining you of all of your magic as soon as we leave Tartarus?" 

"Absolutely nothing." Twilight responded with little hesitation, "But if you do, then there will be nopony to stop the death of trillions. If half of all life is erased, then so would half of the source of your power." Tirek's eyes widened, Twilight had him now, "Think of all that magic, gone to waste. What then, Tirek?" 

Twilight then turned to Chrysalis, "What would happen to your Hive? Half of your forces would be no more." She turned to Cozy, "There would be nopony left for you to manipulate. No one left to do as you please." She turned back to Tirek as the other two villains actually considered the possibility, "Plus, we both know you can't let anypony else have the honor of killing us, right?" 

She had him there, all of that magic... Gone, erased. 

Twilight smiled, "Your move, Tirek." 

Everyone waited in anticipation for their answer, hoping that would've been enough to convince them. Tirek closed his eyes as he placed his hands behind his back, Cozy and Chrysalis looking to him as he pondered what to do. They had already made up their minds, but they were a team. 

All was silent. 

Tirek then opened his eyes and gazed at Twilight with what looked to be a look of pride on his face. 

The Centaur chuckled darkly, "Well played." He said as Cozy and Chrysalis slowly trotted up beside him, "You have our cooperation... For now."
> The Enemy Of My Enemy (Part 3)
> --------------------------------------------------------------------------

Otto Octavius was miserable. 

Although miserable wouldn't be the right way to describe it, being trapped inside this prison full of lesser intellects was considered torture for someone of his IQ level. To be compared to the low lives of this city was insulting! The worst of it was the fact that The Warden had confiscated his mechanical arms, so he was stuck with his useless body. 

There wasn't much to do inside his cramp little cell, so the only thing he could do to pass the time was draw equations on the wall with a piece of chalk he found in the yard. 

As he drew up equations on the wall of his cell, the hiss of the door in his cell sliding open broke his train of thought. He turned around and scowled at the person who put him in here. His prodigy, his lab assistant... His friend. 

Peter Parker, who wasn't wearing his suit, just some casual clothing. 

Otto scoffed before he turned around and continued drawing on the wall, "Parker," His voice was full of venom, and who could blame him? He felt betrayed by Peter, he was supposed to stand by him until the end. But he ended up betraying him, just like everyone else, "Shouldn't you be swinging around the city?" 

Peter sighed, this was going to be harder than he thought, "Otto, there's no easy way to say this, so I'll just come out and say it... I need your help." 

Otto rolled his eyes, not even giving him the time of day. 

"And what, pray tell, do you need my help with?" He didn't even bother to turn around to face his former prodigy, he just continued drawing on the wall with his chalk. 

"Stopping Thanos." Otto actually had to take a double take. He wasn't serious, was he? Otto turned around and chucked his chalk onto his bed. 

Octavius slowly made his way towards Peter, eyeing him curiously, "Elaborate." 

Peter folded his arms, "Thanos is on his way to Earth with an army behind him. You know what happened the last time he was here." 

Otto nodded, "Half of all life was erased from existence." 

"And we can't let that happen a second time, so we're recruiting anyone who could help us combat his forces." 

Otto quirked an eyebrow, "And what of the Infinity Stones?" 

"We have them all." 

Octavius was confused now, "So why not simply neutralize them? Ensure that the Titan cannot use them?" 

"Well... There was a Convergence. Earth, Mobius, and Equis merged into one world, and the only way to undo it would be to use the Stones. But the only way to ensure that the Stones can never be used again would be to destroy them. And if they're destroyed--" 

Otto already knew where this was going, "Then this Convergence cannot be undone. I see why you have a problem, Parker." 

"We're already short staffed when it comes to people helping us against Thanos. Twilight is getting help from her subjects, but even they won't be enough to stop Thanos' army." 

"So you decided to come here and ask for my help?" Peter nodded, "Well, if that's the case, then of course I would help." This actually surprised Peter, but before he could ask why, he was cut off by Otto, "My gripe is with you and Osborn, I won't let my personal issues interfere with that." Peter sighed in relief, he had thought that there would be a but coming, "But I have some demands." 

Curse the Parker Luck. 

Otto began listing some demands, "First and fore most, I want my arms. Second, I would like to be transferred away from these simple minded fools. This prison is not suitable for a genius mind like mine. And finally, I would like my own personal lab to conduct my experiments, drawing on the walls makes it look like I'm a mad man." 

"Even though you are a mad man." Peter mumbled under his breath. 

Either Otto didn't hear him or just didn't care, "Those are my demands. Either they are met or you can just walk right out of here." 

Peter exhaled, if he wanted Otto's help, then he had no choice but to honor his demands. 

"Fine." 



 

Peter was not having a good day. 

He was currently leading Otto down a hallway out of the prison and into the free world. Otto was currently being escorted by a group of guards, all of their guns trained on him. Otto smirked, if he had his arms then this wouldn't be a problem. He could simply use them to disarm the guards. 

They suddenly came to a stop, much to Octavius' confusion. 

Peter turned around to face Otto, "Otto, I'm going to need another favor from you." 

Otto groaned in annoyance, "How many favors do you want, Parker?" 

Peter had a stern look on his face, he knew that this was going to come back at bite him. Parker then said, "Well, if we stand any chance against what's coming, then we're gonna need your crew." 

Even if he tried, Otto's grin couldn't get any wider. 



 

"What's our timeline, J.A.R.V.I.S?" Tony Stark asked is trusty A.I. 

J.A.R.V.I.S replied, "We don't know, sir. There has been no word from S.W.O.R.D on how far Thanos' armada is from Earth" Tony groaned, this wasn't good. Without a proper timeline they had no way of knowing when Thanos was going to attack. 

Captain America walked up beside Tony, Thor, Bruce Banner, and Dr. Strange all sitting on the lounge behind them while the other heroes were training. 

"So we're walking in blind?" 

Tony nodded, "Pretty much, Cap." Tony massaged his forehead as he sighed, "And if that's the case then finding Thanos' ship is going to be like finding a needle in the universes biggest haystack." 

"So we use a magnet." Bruce Banner said suddenly, causing everyone to turn to him in confusion. He clarified, "For the haystack, we need something that can simultaneously search for hostile threats on a grand scale without the information stored inside causing an overload and burning it out." 

It was then that Tony Stark had an idea... But it was the worst idea that could ever be thought of, "Sooo... I don't know... A very complex replica of human intelligence?" 

"Just spit it out." Bruce said, tired of waiting for Tony to get to the point. 

"Ultron." 

"No." Bruce said instantly, without hesitation. 

Tony put up his hands defensively, "Hey you said it, I'm not waiting for a whole debate." 

"No!" Thor said with a firm tone as he stood up from his seat, gripping Mjolnir tightly. 

Tony turned to Bruce, "All we have to do is deprive him of hostile thoughts, Bruce we can learn from last time." 

Cap glared daggers at the billionaire, "Tony, that has to be the dumbest idea you've ever come up with. We're not using Ultron, it's too dangerous." 

"This will be the end of us before Thanos even gets here!" Thor added with firmness in his voice. 

"I'm just thinking about the stakes here!" Tony argued, "Okay, we NEED to take it into consideration so we can--" 

"Tony, you saw what Ultron is capable off with the Stones! If he gets his claws on them--" Cap's voice was drowned out due to all the shouting in the room. 

Growing tired of all the arguing, Strange decided to stand up and clear his throat, gaining everyone's attention. 

"I have a solution." This caught everyone's attention, "I can cast spells on non-sentient objects, this spell should be able prevent all nihilistic ideas." 

Banner gazed at the Master of the Mystic Arts, "Could it work on Ultron?" 

Strange nodded, "I just need time to prepare while you get Ultron ready." 

Nobody liked this idea, but no one came up with anything better. Cap exhaled, "This really is the end, isn't it?" 



 

Strange walked into the lab with his spell book in hand, the spell was ready. He caught sight of Stark and Banner adding the finishing touches on Ultron's body, which was currently a husk lying on the table. Cap had his shield ready, as did Thor and his hammer. 

The two brainiacs sighed before they stood away from the table. Tony already had his gauntlet on his hand and aimed it at Ultron's body. Strange stood before the villainous A.I. as he readied the spell. 

Banner looked to Strange with worry in his eyes, "What if it doesn't work?" 

Strange glanced to Banner with nothing but conviction in his eyes, "It will." He turned to Tony, "Do it." Tony, with hesitation, walked over to the console next to the table and turned it on. As soon as the power was switched on, Ultron's blood red eyes lit up. 

Ultron has been resurrected. 

Ultron quickly took notice of his surroundings and leapt at Stark... Only he didn't get far since Strange began casting the spell. Ultron was held in the air as an orange aura surrounded him. Ultron then felt his internal hardware being altered, his thoughts seemingly being vaulted, unable to be accessed. 

The lab lit up as the spell took affect, an orange glow engulfing the laboratory. 

Then, just as quickly as it began, it ended. 

Ultron fell to the floor as the orange aura left him. Everyone was on guard, ready to attack. Ultron simply looked up and glared at the heroes before him. He wanted to think of ways to disembowel them... But he couldn't. He tried thinking of the extinction of humanity... But he couldn't. 

Ultron stared down at the floor, "Why can't I access my thoughts?" Ultron was confused, which was rare for him. 

"Hey pal." Tony greeted with a coy smirk plastered on his face. 

Ultron turned his sights to Tony and glared, "YOU." Ultron sneered before rubbing the back of his head, "Ugh, what have you done to me?" 

Banner took a step forward, glaring down at the A.I. with hate, "You have no access to any of your hostile thoughts. So you have a duty to help us." 

Ultron sat there for a moment before chuckling darkly, "Well, isn't this nice?" Ultron then slowly got to his feet, "If you are stupid enough to bring me back, then you all must be very desperate." 

"Not desperate. Out of time." Thor corrected as he pointed Mjolnir at his enemy. 

"By the way, we defeated you," Tony decided to gloat to his creation, "End of story." 

Ultron looked at his creator and laughed, "Oh, if these events are anything to go by," Ultron's eyes then glowed a menacing red, "This story is FAR from over."
> Working Under Strain
> --------------------------------------------------------------------------

The door leading into the main lounge slid open, the constant rambling of Pinkie Pie could finally be heard as Twilight and the girls trotted into the room. Pinkie however bounced in as usual, her mane bouncing up and down as she finished up her story while the girls simply ignored her ramblings. 

"...And I was like, OATMEAL, ARE YOU CRAZY?!" Pinkie started to laugh, but stopped suddenly as she and the girls caught sight of the malignant A.I. standing next to Tony Stark with his arms crossed over his chest. Ultron turned his head slowly towards Twilight and the other Equestrians, causing the mares to shiver involuntarily. 

While the girls stared at the villain with wide eyes, Ultron simply scoffed as he turned to Tony and Reed Richards. The other heroes in the tower were less than happy with Tony and Banner for bringing this monster back, but after some reassurances from Dr. Strange, they decided to let it go. 

"I just need access to S.H.I.E.L.D's satellites so I can amplify their range of detection. Once I'm in, I shall be able to see the Titan's whereabouts." Ultron's eyes flashed on and off a few times before turning back to their evil glow, "Done." Ultron opened his hand and projected a hologram that showed the ship of S.W.O.R.D. It was blown to smithereens as The Sanctuary II flew right past it, heading towards Earth. 

Everyone stared in shock before Ultron closed his hand, disabling the hologram. 

Reed folded his arms and pondered to himself, this was not good. The situation was even more dire than originally anticipated. Reed felt a small sense of dread crawl down his spine, Thanos was getting closer and they were running out of time. 

Ultron then broke the scientist's train of thought, "By my estimate, you meatbags have exactly one day until the Titan arrives." 

Tony stroked his beard in thought, "That doesn't give us a lot of time to prepare." Tony then caught the sight of Twilight Sparkle and the other Equestrians standing in the doorway, "Twi, how'd it go?" 

Twilight shook her head to regather her thoughts and replied, "It went well, we have their support." She then frowned at the billionaire, "And when did THIS," She pointed an accusing hoof at Ultron, "become a thing? Why is he here?" 

"Like it or not--" 

"I don't." Twilight cut him off. 

Tony sighed before continuing, "LIKE IT OR NOT, we needed his help. Now he's going to fight alongside us, he has no choice after all." 

"You've made sure of that, Stark." Ultron said venomously. 

Tony ignored the robot and continued speaking to Twilight, "Sonic and Spidey came back a few minutes before you with company. S.H.I.E.L.D also decided to make a trip to the Triskelion's holding cells and gave us some... Help, if you could call it that." 

"The good kind of help?" Pinkie asked as she raised her hoof into the air. 

"The bad kind." 



 

"I cannot believe that I have to work with the likes of YOU once more!!!" Otto Octavius was currently having a heated argument with Dr. Ivo Robotnik. As it turns out, most of the villains inside the training room all hated each other. 

The likes of Magneto, The Brotherhood of Mutants, Abomination, Taskmaster, The Legion of Doom, The Sinister Six, M.O.D.O.K and A.I.M, Loki, Metal Sonic, and more were currently arguing with one another. 

Eggman got right into Otto's face, "Get out of my face, Octavius! If it wasn't for YOU and that moron, Sombra, the ENTIRE multiverse would be under MY control!" 

Otto snarled at the egg shaped man, "Because of ME?! You must be incredibly stupid if you believe that! If you weren't so idiotic victory could've been ours!!!" 

M.O.D.O.K then decided to pop in as he floated over to the two geniuses, "I find it funny that you failed, Octavius. It seems Robotnik has a knack for betraying his allies." 

Eggman turned to M.O.D.O.K and scoffed, "Oh please, we only failed because YOU got ahead of yourself! Our army wasn't even ready yet, and you decided to take the rodent and his allies head on!!!" Eggman then took notice of The Legion of Doom and rolled his eyes, "Oh great, you three are here two! You were all useless when I gave you upgrades, what use are you all gonna be when the time comes?!" 

Chrysalis snarled as she stomped her hoof in anger, "You trapped us and turned us into your personal slaves!" 

"Technically, I didn't Roboticize the Pegasus, she was willing to help me. And even then, you all still failed... MISERABLY!!!" 

Loki chuckled humorously at the argument, "Mortals and their petty squabbles." 

Electro heard the God and lit up his hands, "You wanna say that again, Shakespeare?!" 

Loki turned to the villain and rolled his eyes, "You truly believe you can threaten me?" 

Magneto folded his arms in annoyance, "You Humans are a complete and utter joke! As are these... Creatures." He remarked, gesturing to The Legion. 

Tirek frowned as he barred his teeth, "You wish to say something, Mutant? Go ahead, this creature could destroy you without even trying." 

Eggman overheard this and smirked, "Not without magic you can't." 

Tirek's head snapped towards Robotnik, "I don't need magic to end you, doctor! Magic just shows the entire world who the strongest really is." 

Abomination heard this and growled. He stomped over to the Centaur and loomed over him, "You think you're stronger than me?" 

Tirek smirked, "I don't think I am. I KNOW I am!" 

While this was going on, Sabretooth grinned madly at Rhino, "Let's go a few rounds. I wanna see which animal is stronger." 

As the two villains stared each other down, Cozy flew up to Eggman's face, "You actually believe you're a better villain than US?! That's funny, unlike you, we don't need robots to do our dirty work!" She mocked as she bumped Metal's head with one of her wing. Metal Sonic responded by gripping Cozy's wing in a deadly grip and tossing her into a wall on the other side of the room. 

Chrysalis lit up her horn as Doc Ock readied his arms. 

Tirek and Abomination were about to go at it while Rhino and Sabretooth drew closer to one another. A massive fight between all of the villains was about to break loose, and that wasn't good for anyone. 

"SILENCE!!!" A sudden shout caused everyone to stop and turn to the entrance. For those who knew he was, their eyes shot wide open as Dr. Doom entered the training room. The other villains though, only looked at him in confusion, wondering who this man was. 

Chrysalis, not liking being told what to do, flew up right to his face. 

"You poor fool." All the villains who knew Doom thought to themselves as Chrysalis sealed her fate. 

"Who do you think YOU are to give demands to me?!" 

She was then blasted across the room. 

As the Changeling fell to the floor, Doom walked over and loomed over her singeing form. She looked up to the villain with fear in her eyes. For the first time in her life, Chrysalis felt pure, unadulterated fear. 

Doom glared down at her shaking form, "None question Doom." He leaned downward and got in her face, "Am I clear?" He asked in a hushed, gravely tone. 

Chrysalis nodded her head frantically before Doom stood up straight. 

Doom then gazed around the room, eyeing the various villains before him, "I see before me children and freaks! Throwing temper tantrums when things do not go their way. It truly is a pathetic and embarrassing display." 

Eggman was about to give Doom a piece of his mind, but was stopped by one of Otto's arms. Robotnik turned to the scientist, to which Otto simply shook his head so he wouldn't get himself killed. 

M.O.D.O.K slowly hovered over to the villain, "Doctor Victor Von Doom, this is unexpected. I would think that you wouldn't bother getting involved in this." 

The Latverian dictator crossed his arms, "Doom has his reasons, and they are mine alone to know." 

"What is it you want?" Magneto asked. 

"Stark and his idiotic team wish to stop the Titan from collecting the Stones. Doom presented a solution to this crisis, and yet, they refuse to act on it." 

"Because they want to undo my work!" Eggman exclaimed loudly while M.O.D.O.K simply gave the mad doctor a questioning look. 

Doom nodded and continued, "They are too weak to do what is necessary. They lack the drive to truly save the world, while Doom on the other hand has none of those limitations." Doom then gestured to everyone in the room with his hands, "In fact, everyone in this room lacks those limitations." 

Loki was starting to grow impatient, "Get to the point!" Before Loki knew it, a green blast phased right through him, thanks to his magic, he was unharmed. 

Doom glared at the Trickster God, "Do not. Interrupt me."

Loki snarled at the villain, "YOU DARE--" 

"Enough, Loki," Magneto said, cutting him off, "I wish to see where this is going." 

Doom then continued, "The only way to preserve our world, to ensure that it falls under one singular rule, is to destroy the Infinity Stones." 

"What are suggesting exactly?" Eggman asked. 

Doom turned to the egg shaped man, "Doom suggests nothing. Only together can we take the Stones and do what must be done. The Titan shall stray away from our planet, and the world shall be vulnerable for conquest." 

Tirek quirked an eyebrow, "And you think that YOU should be the one to lead us?" Doom turned to the Centaur, allowing him to spew whatever nonsense he wanted, just so he could make a fool of him later, "Why should we listen to you? I believe we would prosper if we followed MY lead." 

"You believe that you could do better?" Tirek simply smirked in response. Big mistake on his part. Doom turned to face the Centaur completely, "Try me." Tirek was surprised, sure he wasn't at full strength but he was still strong enough to tear this Human apart. 

Tirek shrugged and charged directly at Doom, hoping to send him flying across the room. But as soon as he was close enough, Doom quickly punched Tirek in the throat. Tirek hacked up blood as Doom grabbed his shoulders and then proceeded to kick one of Tirek's knees. 

Tirek roared in pain before Doom lifted him into the air, over his head, and slammed him to the ground. As Tirek groaned in pain, Doom stomped his boot onto the Centaur's chest, preventing him from moving. 

Doom made his point very clear. 

"Anyone else?" Doom asked, welcoming anyone to challenge him. No one responded, they all knew not to mess with him. "Good, now it is time to take what is ours. And it all starts with doing what these so called heroes cannot." Doom smiled underneath his mask as he removed his boot off of Tirek, "Save the world." 



 

Nick Fury entered the main lounge where all of the heroes were waiting, along with Ultron, who simply stood in the corner clearly not wanting to be there. 

"Just got word from Wakanda. T'Challa should be here in a few hours, Danvers and Nova are on their way back from a mission involving the Skrulls, they should be here in that same amount of time." 

Shadow nodded, "Good, we need all the help we can get. G.U.N is amassing any forces they have to aid us in battle." 

"Once Rocket makes some adjustments to The Benatar, then we should be good to go." Star Lord informed the group. 

Captain America turned to Reed Richards, "Where are we with finding another way to neutralize the Stones?" 

Mr. Fantastic shook his head, "We have made no progress thus far." 

"Should we consider the idea of destroying the Stones?" Luna asked with a worried look on her face. 

Ghost Rider shook his head, "That is our last resort." 

"Yeah, but surely there's another way to make those Stones as useless as books." Rainbow didn't know it, but Twilight was glaring daggers right at her. 

Sonic placed his hands on his hips, "What about the Chaos Emeralds?" 

Tails shook his head, "The Emeralds are powerful, but not THAT powerful." 

"The Master Emerald?" Deadpool suggested, surprisingly adding a good idea to the conversation. 

Knuckles shook his head, "Nope, not strong enough. Besides, we may end blowing everything to hell if we use up THAT much of its power." 

Wade then walked over to a wall and slammed his head against it, "Well then we're fucked!" 

Storm had a concerning look on her face, things were not looking bright, "Is there truly no way to neutralize the Infinity Stones?" 

"There is a way." A familiar voice butted in, causing everyone to turn to the door way. Doom was standing right there with his arms folded, "But you are all too weak to act on it. So, Doom shall do what you cannot." The walls next to him suddenly exploded, startling everyone in the room. 

Twilight coughed as the dust entered her lungs, waving away the dust with one of her wings. Once the dust cleared, she and everyone else saw the army of villains standing there with smiles on their faces. Eggman and Tirek stood right beside Doom, glaring at the heroes. 

Doom then conjured up some magic in his hand and gave it to Tirek, which he then absorbed and gained more power. Tirek laughed as his body grew into his second form. 

 

Sonic snarled at his arch nemesis, who simply smirked back, "Sorry, Hedgehog, you HAD to have seen this coming." 

Reed took a step forward towards Doom, "What are you doing, Victor?" 

"What needs to be done, Richards. Since none of you have the stomach to do so, I shall be taking those Stones and neutralizing them... Permanently." He ignored Pinkie's dramatic gasp and pointed his hand at the heroes, ready to give the order, "Bring me those Stones."
> Battle For The Infinity Stones (Part 1)
> --------------------------------------------------------------------------

As soon as Doom gave the order, the battle for the Stones began. 

Abomination roared before he charged towards Bruce Banner with a hint of glee in his reptilian eyes. Bruce's eyes suddenly turned green before Abomination tackled him out of the window, sending the two of them plummeting down towards the street below. 

Tony, not wasting any time, quickly called for his suit, the various pieces flying towards him from secret panels in the walls of the main lounge room. 

As Tony suited up, Eggman smiled towards Sonic before he pressed one of the yellow buttons on his jacket. Almost instantaneously, a massive shadow rose up from below the window and loomed over the group, causing all of them to turn around. Once they caught sight of it, their eyes widened at the sight of Eggman's latest creation.

 

The Egg Robo X. 

Sonic's body snapped around sharply, turning his sights onto Eggman. The Hedgehog then dashed forward, but he was intercepted by Metal Sonic, who zoomed in from the side and seized Sonic by the throat. Before the Hedgehog could do anything, Metal flew the both of them out of the window before making a sharp turn to the left. 

Iron Man growled and aimed his hand directly at Doom, but the Latverian monarch was already prepared and blasted him with his magic before Tony could take the shot. Iron Man flew straight out the window, but recovered by activating his thrusters. 

But before Tony knew it, Doom flew right out of Stark Tower and tackled him. 

The two adversaries plummeted to the ground, delivering punches to one another as they fell. Tony aimed his Repulsor Ray at Doom's face, but as he took the shot, Doom punched Tony's arm, causing the billionaire to miss the shot completely. Doom then dove downward and kicked Tony right in the chest, sending the hero crashing down on the ground. 

As the dust cleared, Tony groaned in pain inside the crater he lied in. 

Tony sat upright, the HUD inside his helmet flashing like crazy, showing all of the damage it has sustained so far. Iron Man then looked up to see Dr. Doom land just outside the crater, arms folded over his chest as he glared at the hero. 

Tony then saw the top of his tower explode, glass shattering and falling down towards him. He caught sight of the various heroes either flying out of the tower or falling down to the ground, still fighting the various villains that wished to take the Infinity Stones. 

As various explosions sounded off in his ear, Tony continued to glare at Doom, who hadn't moved from his position. 

Doom outstretched his hand towards Tony, "Tell me where the Stones are and I'll save not only one world, but THREE worlds!" 

 

Tony got to his feet and readied his thrusters, "Not gonna happen." 

"Then die." 

Tony then boosted upwards at an angle and tackled Doom into the side of a building. 



 

M.O.D.O.K fired various missiles and lasers from the various projectile launchers on his chair. Celestia and Human Torch dodged and weaved the various projectiles to avoid being hit. As Celestia fired a blast from her horn, Chrysalis flew under her and fired a blast of magic directly at Tails, who quickly deflected the attack with his Ring Blades. 

Once the beam ceased, Miles Prower zoomed forward and shoulder charged the Changeling with enough force that it sent her spiraling through the air. Chrysalis flew right past Peter Quill, who was currently shooting at Magneto. The Master of Magnetism blocked the projectiles with some metal panels that he tore from the side of the building. 

As that was going on, Storm summoned a lightning storm and struck Cozy Glow in the chest. Cozy crashed back inside the building as Sonic was pummeled into the side of the building by Metal Sonic. Sonic groaned before he shook the dust and tiny pieces of stone out of his quills. 

Sonic's glare hardened as Metal came into view. 

The robotic Hedgehog was about to dash straight towards his loathsome copy, but he was suddenly smacked down out of the air by Rainbow Dash. The two speedsters looked to one another and smiled, they always had each others backs. Rainbow wouldn't be a very good Element of Loyalty otherwise. 

Sonic was about to push himself out of the wall, when a familiar voice caught both his and Rainbow's attention, "Oh, Hedgehog~" Sonic and Rainbow turned their heads to see Eggman, who was currently piloting his Egg Robo X, floating in the air a few meters away, "You want me? Come and get me!" 

Eggman then flew away towards the highway. 

Sonic, without even thinking, propelled himself out of the wall and ran down the tower to give chase. Rainbow had no intention of missing this, so she decided to go with the Hedgehog. 



 

"RARGH!!!" The mighty roar of The Rhino could be heard all throughout the entire street block as he charged directly towards Spider-Man. Peter quickly Web Zipped away, causing Rhino to crash into a parked car. 

As Peter clung to the side of an apartment building, Vulture threw three of his metallic feathers at Silver the Hedgehog. The hero from the future caught the projectiles with his telekinesis, allowing Hawkeye, who was perched on top of a nearby building, to hit Vulture with an explosive arrow. 

As Vulture crashed into a window, Team Dark, The X-Men, The Invisible Woman, The Freedom Fighters, and The Chaotix were battling The Brotherhood of Mutants. Explosions sounded off as Omega, Rouge, and Shadow all charged at Juggernaut, The X-Men surrounded Toad and Blob, Invisible Woman was fighting Mystique, and both The Freedom Fighters and Chaotix were avoiding slashes from Lady Deathstrike. 

Logan and Sabretooth were jumping from roof to roof, with Wolverine chasing after his arch nemesis. 

"COME ON, RUNT! THIS IS STARTIN' TO GET BORING!!!" Sabretooth shouted as he jumped onto another rooftop. Wolverine roared as he leapt through the air and tackled Sabretooth to the ground. 

As the two ex-Weapon X members fought, Deadpool, Pinkie, and the Guardians were getting civilians away from the destruction so they wouldn't get hurt. 

Y'know, this feels like a real cheap way of giving us something to do while you focus on the big battles. 

Aw come on, Wade, at least he's trying. It must be hard juggling this many characters. 

Are you two done? 



 

Inside the main lounge of Stark Tower, Twilight, AJ, Luna, Ghost Rider, and Thor were currently battling Loki while Captain America, Black Widow, Nick Fury, and Miles Morales were busy with Taskmaster. 

Thor threw Mjolnir at his brother, but Loki deflected it with his scepter, causing it to hit Luna right in the chest. Before Thor could call Mjolnir back, Loki blasted him in the chest and sent him flying out the window. Loki chuckled before turning around and slamming his scepter on the ground, sending Twilight, Applejack, and Ghost Rider flying against the wall. 

Loki barked a laugh before using his scepter again. 

While that was going on, Taskmaster slid under Cap's shield and knocked the star spangled man to the floor. Taskmaster quickly got to his feet and activated his shield, blocking the barrage of bullets fired by Black Widow and Nick Fury. 

"Natasha Romanoff and Nick Fury." Taskmaster greeted as he continued shielding himself from the endless barrage of bullets, "You two are on my list." Once there was an opening, Taskmaster hurled his shield at the two spies. They thought quickly and dived out of the way as Taskmaster's shield flew right by them. 

The mercenary suddenly heard a silent thud behind him. He quickly backflipped through the air as Miles tried punching him in the back. Taskmaster landed behind Miles and shot his grappling hook at the young hero's back. He then swung Miles around a few times before letting him go, sending him crashing into the wall. 



 

Lord Tirek entered the Med Bay with an evil grin on his face, his yellow eyes glowing in the darkness. He turned his head to the left and saw Rarity, Spike, Fluttershy, and Discord. The Draconequus was still lying on the bed while the others stood in front of him to keep him protected. 

Tirek chuckled darkly as he cracked his neck, "Like taking candy from a foal." Tirek then opened his maw and began draining all of their magic. As the Equestrians grew weaker, Tirek grew stronger as his muscles began to grow larger in size. 



 

Hulk roared loudly as he tackled Abomination through various buildings on the street until he chucked the evil monster with a mighty throw right towards The Thing. 

"IT'S CLOBBERIN' TIME!!!" Ben shouted as he punched Abomination right in the face, knocking him down. 

But he wasn't done yet, as he roared and kicked Ben in the kneecap, causing the hero to cry out in pain. Abomination then jumped to his feet and backhanded The Thing right into a charging Hulk. Hulk slid across the street before he threw Ben to the side. 

Hulk roared as he stomped on the ground, but his attention was caught by the sound of wall being destroyed above him. Hulk and Abomination looked up and saw Lord Tirek smash through the side of the building with his giant fist. Tirek then jumped down from Stark Tower and landed right in front of Hulk and Abomination. 

It took a second for Hulk to notice that Tirek looked bigger. 



A LOT bigger, he easily dwarfed Hulk and Abomination in size. 

Hulk snarled as Tirek slammed his fist into his hand. The Centaur looked at Abomination and said, "I believe it is time to see who truly is the strongest one there is, wouldn't you agree?" 

Abomination nodded and walked up to Tirek to stand beside him. Hulk snarled as Ben Grimm walked up beside him, each of them glaring at the two monsters before them. Hulk roared as he leapt through the air right towards Tirek while The Thing charged at Abomination. 

(End song)


 

 

Sonic ran along the highway, swerving left and right to avoid any cars in his path. Rainbow Dash flew overhead, matching his speed as they dashed after The Egg Robo X. Eggman was currently flying ahead of the two speedsters before he received an alert on his console, showing him that both Sonic and Rainbow were right behind him. 

Eggman grinned as he turned his new mech around to face them, still flying ahead, "Mwahahaha!!! Catch me if you can!!!" The Egg Robo X aimed its fists at the two speedsters, suddenly being engulfed in a bright blue aura. Eggman then fired laser blasts from the mech's hands, the impact breaking the road apart. 

Sonic dashed forward and jumped over the newly made holes in the road while Rainbow Dash zoomed ahead. RD tried to get closer to the mech, but The Egg Robo X slammed its fists together, generating a blue shockwave that sent Rainbow spinning through the air. 

"Nice try." 

Two panels on the mech's shoulders suddenly opened up, revealing several tiny rockets inside. Eggman fired the miniature rockets at his enemies. The rockets flew all over the place, creating several explosions on the highway, destroying multiple cars, and actually causing Sonic to lose his footing. 

The rocket exploded right in front of the Hedgehog, tripping him over as Eggman laughed. 

"OH HO HO HO HO HO! Did you have a nice trip, Sonic?" The corny pun made Sonic cringe in embarrassment. He shook his head before darting off after Eggman again. The mech fired more missiles as Rainbow zoomed over and tried hitting the mech. 

But all she managed to hit was the shield surrounding The Egg Robo X. 

Rainbow rubbed her head with her hoof as Eggman laughed right in her face, "You really are dense, aren't you? Go on, I wanna see you hit your face again." The mech then aimed its right fist at the Pegasus before firing a laser beam. 

Rainbow quickly darted away, but that was too close for comfort. She turned around and flew alongside Sonic, who was still running along the highway. As the two speedsters ran to catch up, The Egg Robo X's eyes glowed for a second before firing an Ocular Laser down the road, breaking it apart as it tore through the cement. 

Rainbow quickly placed her hooves under Sonic's arms and lifted him into the air to avoid the attack. As the lasers stopped, The Egg Robo X suddenly started to smoke as if it had been damaged. 

"W-WHAT?! OVERHEAT?! NO, THE SHIELDS AREN'T FUNCTIONING!!!" Eggman was starting to panic, this was their shot. Rainbow zoomed forward and tossed Sonic right at the robot's face, hitting it with a Homing Attack. The mech flew backwards before Eggman finally managed to stabilize it back to normal functionality. 

Sonic flipped through the air a few times before landing on the ground and resuming his pursuit of Eggman. Rainbow leaned in and bumped his fist with her hoof. 

Eggman growled in anger, "Try and survive this one!!!" The Egg Robo X suddenly outstretched its arms, sending out waves of blue fire down the highway. Sonic curled into a ball and jumped over the waves of fire while Rainbow dived under the ones in the sky. 

The waves stopped before the mech moved to the left and flew alongside the highway. Eggman turned the mech to face the highway before firing several laser beams from its fists. Sonic jumped over two lasers before sliding under the last one while Rainbow performed a nose dive to avoid being hit. 

Eggman snarled before flying closer and slamming both fists onto the highway, destroying it so the two speedsters could fall into the newly made hole. Sonic rolled his eyes before Air Dashing over the hole as Eggman made his way back in front of the two. 

The mad doctor went to attack again, but his new machine suddenly overheated again, causing him great distress, "WHAT!!! AGAIN, SERIOUSLY?! REBOOT! REBOOT!!!" Sonic and Rainbow both dashed forward towards The Egg Robo X before smashing it in its torso. 

The mech rolled through the air before rebooting. 

Eggman gritted his teeth before turning around and flying ahead of the two. Sonic and Dash looked to one another before nodding and chasing after him. 

(End song)
> Battle For The Infinity Stones (Part 2)
> --------------------------------------------------------------------------

From atop Stark Tower, the malignant android known as Ultron stared down below from from the destroyed window caused by Lord Tirek. He gazed down with curiosity, it was all he could really do since Dr. Strange prevented him from accessing his hostile thoughts. He folded his arms over his metallic chest as he shook his head in disappointment, the chaos being ensued by these creatures is exactly why he wanted them all gone, but alas, he couldn't do a thing right now. 

But a sudden voice broke his train of thought, "Enjoying the show?" Ultron turned around to see Discord limping into the room, bruises covering his entire body. But he wasn't the only one to enter and bother him, as Fluttershy, Rarity, and Spike all limped in as well. 

Discord grunted as he leaned himself against the wall to balance himself while Ultron turned away, "How could I? All this destruction and chaos is more your style, Draconequus." Ultron replied as he continued watching the battle unfold below. Discord moved from his leaning position and limped over towards Ultron while Fluttershy and Rarity watched over Spike, who had passed out from exhaustion. 

Discord stopped next to Ultron and replied, "That may be true, but THIS isn't really my style." Ultron turned to the Draconequus and tilted his head in confusion. "I prefer messing around with people, y'know, turning the road into soap or making the clouds rain Chocolate Milk." 

Ultron shook his head, this supposed Embodiment of Chaos was nothing more than a prankster. His brand of chaos could be compared to that of a toddler breaking down a tower of blocks, annoying sure, but not worth the effort of giving a damn. 

"You believe yourself to be a Spirit of Chaos and Disharmony, yet you lack the proper vision to truly embrace your title. You could have the entire world at your fingertips, yet you waste your abilities with cheap games and pranks." 

Discord scoffed and rolled his eyes, like this android was one to talk about living up to their titles! The Draconequus placed his mismatched hands on his hips in a huff and replied, "Oh suure, like you're any better mister Savior of Mankind! Your idea of saving the Human race is by committing mass genocide!" 

Ultron turned to the Spirit of Chaos and Disharmony and decided to educate him, "It's evolution. The world is in chaos, it's full of corruption and hate, war and death. In Genesis, God decided to return the world to its pre-creation state by flooding the entire planet. He saw the state his world was in and decided that it was time to wipe the slate clean and start again. That's all I'm doing now, I'm doing God's work, I'm saving the world he created, ensuring it returns to its perfect state, as it should be." 

Discord eyed the robot for a moment before taking a cautious step back, "And I thought I was crazy." He mumbled to himself. 

Ultron shrugged, he didn't care what this mismatched cretin thought of him and his goals, he knew his motives were right and just, "What you call crazy, I call vision." Ultron replied before he turned around to continue watching the battle unfold below, "I may not be able to access my hostile thoughts, but I CAN think logically. If these idiotic creatures kill each other, then the Titan will wipe out half of all life. Once he has done that, then I can kill the rest." He then placed his hands behind his back and chuckled darkly, "It's the only logical solution." 



 

 

"Slow down, Hedgehog, I just wanna blast you into smithereens!" Eggman used his Egg Robo X to create a blue shockwave by hitting the ground with a Ground Punch. Sonic smirked before speeding away, out of the shockwaves range and avoiding Eggman's attack. 

Once the shockwave dissipated, The Egg Robo X stood upright as Sonic sped back into Eggman's view. 

The blue Hedgehog leaned against a street light and stuck his tongue out, angering Eggman significantly. Eggman fired a blast from the mech's hands and destroyed the street light. But Sonic had already sped away, not that it was a surprise to Eggman, he was used to this by now. 

"YOOHOO!" Eggman turned his mech around and saw Rainbow Dash hovering in the air with her forelegs crossed over one another, "Hey, Eggface! You didn't forget about ME, did you?" Eggman fired another blast, but RD sped off away from his line of sight. 

The Egg Robo X turned its whole body around and saw Sonic lying on the bonnet of a car, whistling a happy tune, "Come on, Egghead, surely you're faster than that." The Hedgehog sped away as the car suddenly exploded due to Eggman firing another blast from his mech. 

"You're not very good at this, are you?" Rainbow taunted from behind him. 

No matter how hard Eggman tried, he just couldn't hit them with his attacks. Every time he fired, they moved away at impossible speeds. Eggman exhaled as he massaged his forehead with his hand, "One wasn't enough, was it? You just HAD to give me two annoying blue speedsters to deal with, didn't you universe!!!" 

Suddenly, both Sonic and Rainbow Dash sped right in front of The Egg Robo X. 

"I mean, I am The Fastest Flyer in Equestria for a reason, y'know." RD boasted with a proud smile on her face. 

Sonic smirked as he pointed his thumb at his chest, "And I'M The Fastest Thing Alive--" 

"Allegedly!" Rainbow interrupted, much to Sonic's annoyance. 

The blue Hedgehog rolled his eyes and continued, "Anyway, you get the idea, Egghead. Face it, you'll never catch us." 

Eggman's face turned into one of pure evil as he adjusted his glasses with his index finger, "But that won't stop me from trying!" The mad doctor then took to the air and chased after both Sonic and Rainbow Dash, firing blast after blast in an attempt to kill them both. 

As The Egg Robo X soared past, Spider-Man quickly Web-Zipped away from an incoming electric blast. Peter flipped through the air a few times before he landed on the ground in a crouched position. Electro turned his body around to face his enemy. 

But before Electro could attack, Peter's Spidey-Sense went off, alerting him of the incoming danger behind him. Spider-Man crouched down before performing a massive leap into the air as Rhino charged right under him. Peter swung through the air and stuck himself to the side of a building. 

Peter's eyes then widened as he looked down and saw three buzz saws headed straight for him. Spidey bounced off the building as the buzz saws disappeared. Mysterio, who was standing in the middle of the road, fired an energy blast from his hands. 

Spidey dodged the attack by leaning to the left and kicked Mysterio in the chest with both of his feet, knocking the charlatan to the ground. Peter backflipped through the air... Only to be tackled from behind by Vulture. Adrian Toomes had a firm grip around Peter's neck as he slammed him into one of the windows in a nearby building. 

As the two adversaries flew through the office, Peter shot webbing into Vulture's eyes, blinding the villain and causing him to release Spider-Man. 

Spidey rolled across the carpet as Vulture flew right out the window, but the hero couldn't rest just yet as Scorpion suddenly smashed through the ceiling and landed on the webbed themed hero. Gargan rolled Peter onto his back and raised his tail into the air, ready to bring it down onto Spidey's face. 

Thinking quickly, Peter switched his Web Shooters from Normal Mode to Electric Mode and fired an electrified web right into Gargan's face. As Scorpion spasmed violently, Peter kicked Gargan off of him, causing the villain to crash into the ceiling. 

As Scorpion began falling back down, Peter jumped to his feet and performed a Spin Kick just before Gargan could hit the ground. Scorpion crashed landed into one of the many cubicles in the office building, groaning in pain from being electrocuted. 

As Peter exhaled, wanting to take a minute to catch his breath, a metal tentacle shot up from the floor and gripped its claws onto Spidey's foot. Peter screamed as he was dragged down into the floor below. 

Otto used his tentacle to slam Spider-Man onto the floor before bringing his enemy right up to his face. 

"O-Otto... What could you possibly gain from doing this?!" Peter shouted, wanting an explanation as to why Octavius was doing this. 

Doc Ock sighed, disappointed that his former student couldn't see the bigger picture, "Oh Parker, out of all the simpletons in your team, I expected you to actually see the bright side of this. With the Stones destroyed, Thanos won't get a chance to wipe out half of the universe! We will be victorious!" 

"But our worlds will stay merged forever!" Peter retorted. 

Otto simply looked at his former protégé in disappointment, "Peter, I always knew you were smart, but I didn't think you were naïve. Allow this to be my final lesson to you, sometimes the ends justify the means." 

Doctor Octopus then threw Peter right out of the window, ending this conversation. But Spider-Man wasn't done yet, as he shot two lines of web at attached them to the building, He then propelled himself forward and kicked Otto right in the chest, sending him crashing through the multiple walls in the office building. 

As the two arch enemies crashed out of the building, Doctor Doom shoulder charged Iron Man to the street below. The Armored Avenger slid to a stop before shooting out a Unibeam blast from his Arc Reactor. Doom scoffed and activated his shield to protect him from the blast. 

Out of nowhere, the front of Doom's shield swirled with energy before it let loose a green laser that knocked Tony into the side of a parked car. Stark groaned as Doom landed on the ground, his shield dissipating. 

Victor was about to attack once more, but a giant, rubbery hand got a firm grip around his body. Doctor Doom was then raised up into the air before being slammed down onto the ground. 

The giant hand released the villain and shrunk itself to normal size as Reed Richards turned his arm back into normal length. Mr. Fantastic walked over to Iron Man and helped him up onto his feet, "This is starting to get out of hand." Richards declared to Iron Man. 

"Ugh... You're tellin' me." Stark replied as his systems rebooted. 

They then both turned to face Doom, who was getting back onto his feet, and readied themselves for a fight. 

(End song) 

Doom glared at Richards and Stark, his cape flapping in the wind, his gaze not leaving either of them. 

Not even for a moment. 

Reed took a step forward, hoping to reason with Doom, "Victor, we shouldn't be wasting time fighting one another!" 

"I agree, hand over the Stones and then we can focus on what truly matters!" Doom retorted, not letting up on getting the Infinity Stones. 

Iron Man was growing angry now at Doom's stubbornness, "What do you actually hope to gain here, Doom?!" 

"For the last time, I am trying to SAVE everyone! Don't you understand, you two are not the heroes here, Doom is!!!" 

Reed scoffed, as did Tony, seemingly over hearing Doom's nonsense, "If you truly believe that THIS is the way to be a hero, then I PITY you, Victor!" 

And with that, Doom lost it. 

His eyes snapped open, showing his unyielding rage towards his rival. 

If there was one thing you should not do... It's pity Victor Von Doom. 

Doom shook with rage as he glared daggers at Reed, "No-one pities Doom! I'll have your head, Richards! I SWEAR IT!!!" Doom then shot forward, his boot thrusters igniting, and attempted to continue their previous battle. But he never got the chance as two bright lights shot down from the sky and landed between Doom and his enemies. 

Everyone shielded their eyes from the yellow and blue lights, not wanting to go blind anytime soon. 

Once the lights disappeared, Doom got a good look at who had intruded on his vengeance. 

There stood two figures. 

 

 

Nova Prime and Captain Marvel. 

"THAT'S ENOUGH!" Nova Prime declared while Carol Danvers flew up to Doom. 

"We don't have time for this, Thanos' arrival is only hours away. But that doesn't mean that his forces aren't already on their way!" Captain Marvel informed the Latverian monarch. 

Doom wanted to retort but Tony beat him to it, "Carol, how long do we have?" 

Danvers turned around to her friend with a grim expression on her face, "Less than 24 hours." 

Reed walked over towards Doom, "Victor, you heard her, Thanos' forces are already on their way. Instead of wasting time fighting each other, we could be preparing for Thanos' arrival. We could be setting up defenses, getting the Stones as far away from one another as possible." 

"If you really want to help the world, Doom, then stand down and help us prepare for the approaching battle." Nova Prime piped up before folding his arms, "We are running out of time." 

Doom hated to admit it, but they had a point. Time was of the essence and they were wasting precious time fighting one another. The Avengers and their allies weren't going to hand over the Stones willingly, he knew that, but if he tried taking them by force, then more time would be wasted. 

Doom decided that the risk of his future rule over the world outweighed his ego. 

Victor activated his communication system inside his mask and gave the order, "Enough, it is clear that this battle is lost. The Titan draws near and we are wasting time. I will not have my future monarchy put at risk when there is time to prepare for the Titan's arrival. Stand Down! Doom commands it!" Doom was about to turn off his Comms but then decided to add one more thing, "Oh, and make sure the Centaur returns the magic he stole. If he refuses, or if any of you refuse to comply, then you shall deal with me." 

Doom then ended the broadcast and folded his arms as he glared at Reed Richards and the other heroes. 

"Thank you, Victor. You've done a good thing here today." Reed thanked his former ally. 

Doctor Doom scoffed, "Let us make one thing clear, Richards, I only called off the attack due to the threat the Titan presents. We shall try your way for now, but if the Stones are in any danger of falling into the Titan's hands..." 

Reed already knew where this was going, "Then we shall destroy them. But only as a last resort." Reed then turned to Stark as the explosions around them began to settle down, "Whatever it takes." 

Tony nodded before replying, "Whatever it takes."
> Prelude To Infinity
> --------------------------------------------------------------------------

15 Hours Until Thanos' Arrival 

It wasn't long now, the battle approaches, the fate of three universes hangs in the balance. 

After calling a cease fire, the combined forces of the heroes and the villains all collaborated together to come up with a way to ensure that the six Infinity Stones would be as far away from one another as possible. The best way of doing that would be to send and guard them at six different locations. 

One team would guard the Space Stone at The Triskelion. 

Another would keep the Reality Stone protected on Angel Island. 

The Mind Stone would be safeguarded in the nation of Wakanda. 

The Stone of Time would be under secure watch in Latveria. 

The Soul Stone would be under royal surveillance in the majestic city of Canterlot. 

And the Power Stone would be under lock and key in Ponyville.  

Six Stones, six teams, six locations. If Thanos wanted the Infinity Stones, then he was going to have to fight for them. If any of the Stones are under threat of being taken at any given point in time, then each team agreed that they would destroy the Stone under their protection. 

They knew their teams, they knew their mission. 

Protect the Stones at any cost. 



 
12 Hours Until Thanos' Arrival 

The Benatar flew overhead in Wakanda as The King and his sister walked into the throne room of Wakanda where the team of heroes and villains were waiting. 

 

 

The Black Panther was greeted by the sight of the combined forces of The Guardians of the Galaxy, Tails, Thor, Abomination, Dr. Eggman, Cyclops, Storm, Beast, Metal Sonic, M.O.D.O.K., and Blaze the Cat. 

The Son of Odin walked over to T'Challa and shook his hand, "Thank you for doing this, my friend." They both then let go of each others hands and continued talking, "We wouldn't normally involve your beautiful country, but we are desperate." 

T'Challa waved his hand, motioning him to not worry about it, "Think nothing of it, Thor, the battle ahead would have reached Wakanda anyway. It was only a matter of time before our fates intertwined once more. You are completely free to not only explore the palace, but you are also free to use any of our resources for the coming battle." 

Eggman practically beamed at those words. The technology of Wakanda was astronomical, he was already dreaming up designs for his future mechs with Vibranium added to the mix. 

That was until T'Challa quickly corrected his previous statement while looking to the three villains, "But THEM... Not so much." 

Even with an IQ of 300, Robotnik sometimes acted like a child... This was one of those times since he decided to pout like a spoilt infant. 

M.O.D.O.K. ignored his former partner and floated over to Shuri, who was making adjustments to her gauntlets, "I must say that I'm impressed with your technical expertise, Shuri. To think that one so young made such revolutionary discoveries with Vibranium is astounding. A.I.M. would have great use for you." 

The young Wakandan simply rolled her eyes and stuck her tongue out in disgust, "Thanks... But no thanks. The day I work for a bobblehead hellbent on world domination is the day I lose some braincells." 

While the leader of A.I.M. grumbled something under his breath, Tails and Blaze walked over to Eggman, who stopped sulking like a child and actually began studying a small piece of Vibranium he had Orbot and Cubot retrieve for him. 

Tails frowned before he cleared his throat, getting Eggman's attention, "Don't even think of trying anything, Eggface." 

Blaze nodded in agreement, her arms folded over her chest as she eyed the doctor carefully, "Yes, just because we have joined forces doesn't mean that we trust you for a second." 

Eggman groaned in annoyance before staring down the two Mobians, "Let's make one thing clear, you idiotic rodents! I don't like this anymore than you do, but if securing my rule over the world requires me to work with you, than I will. But once this is done, then it's back to business as usual! So get your namesakes out of a knot, Fox Boy, and help me prepare our defenses!" 

Black Panther, who overheard their little dispute, agreed and walked over to Shuri, "Sister, activate the city's shields and engage all defenses. Today, we go to war." 



 
10 Hours Until Thanos' Arrival 

To say that S.H.I.E.L.D's Triskelion was a living fortress would be the understatement of the century. There was an army of S.H.I.E.L.D Agents on the ground, with tanks and Helicopters for support. That wasn't all since there were two Helicarriers hovering over The Triskelion, their massive guns armed and ready. They also had the support of G.U.N., who had sent their military grade mechs to aid them in the coming battle.

Inside the base itself stood Nick Fury, Tony Stark, Bruce Banner, Shadow the Hedgehog and Team Dark, Lord Tirek, Magneto, Wolverine, Gambit, Ice Man, Hawkeye, Deadpool, Loki, and Ultron, who had added upgrades to the inner defenses inside The Triskelion itself. 

Nick was currently staring out the window, watching as his forces prepared themselves for the coming war. Shadow the Hedgehog walked up to the Director and briefed him on the status of their defenses. 

"Fury, G.U.N. has set up checkpoints around The Triskelion and the others are currently readying themselves for what's to come." 

Fury nodded in acknowledgement and turned to the Hedgehog, "Good, because right now this is the most secure place on the planet. Nothing is getting through our defenses... We can't afford to allow Thanos and his forces to break through." 

Shadow simply folded his arms and gazed out the window, "They won't, we'll protect the Stone or die trying." 



 
7 Hours Until Thanos' Arrival 

Hordes of Doombots marched towards the frontlines, as per their masters orders. They were to kill anything that even resembled one of Thanos' Outriders. 

The Latverian Tyrant was currently sitting atop his throne, keeping the Stone close as it remained undetected in Doom's secret lab. Even though he loathed the idea, he had to work with the likes of The Chaotix, Amy Rose, Rarity, Tempest Shadow, Ghost Rider, Dr. Strange, Queen Chrysalis, Nova Prime, and he especially hated working with Reed Richards. 

But he had little choice unfortunately. 

He would be damned if he would allow Thanos to threaten his future empire. This world was Doom's and DOOM'S alone, he would slaughter any who would dare oppose his rule. 

Doom is the most feared man on the planet for a reason. 



 
5 Hours Until Thanos' Arrival

Knuckles stood in front of the Master Emerald with his arms folded, the Infinity Stone concealed inside a protective capsule thanks to Tails. 

Charles Xavier, Black Widow, Captain America, Colossus, Pinkie Pie, The Thing, Human Torch, Silver the Hedgehog, Cozy Glow, The Brotherhood of Mutants, Electro, Rhino, and Vulture all stood at defense to ensure the Stone was secure. 

Knuckles hated the fact that his island was being used like this, he hated bringing trouble to his sanctuary. But he would have to suck it up. 

The fight of his life was right on his front doorstep. 



 
3 Hours Until Thanos' Arrival 

Shining Armor and Princess Cadance led the troops of Royal Guards and Bat Ponies to their defensive positions. Canterlot was about to become a warzone, so as they prepared, they also begun evacuating the populace of Nobles and regular Ponies. 

They weren't alone as Rainbow Dash, Applejack, Luna, Celestia, Discord, Fluttershy, Doc Ock, Mysterio, Scorpion, Captain Marvel, and Miles Morales all stood on the front lines, ready to protect their unified world. 

Celestia and Luna were more than prepared as they wore their royal armors to protect themselves. 



They haven't been worn since they defeated Sombra the first time, but the massive difference between these two situations is quite easily distinguished. 

This was far more dire. 



 
60 Minutes Until Thanos' Arrival 

Ponyville was the last line, nowhere near as much defenses as the other locations. The only defenses they had were in the form of three heroes. 

Twilight Sparkle. 

Spider-Man. 

Sonic the Hedgehog. 

They stood on the balcony of the Castle of Friendship, anticipating the battle ahead. If the worst were to happen, Twilight hoped that her message for help got through to her subjects. She held the Power Stone with her magic, not letting it out of her sight. 

Sonic placed an arm over her shoulder in comfort while Peter perched himself on the railing of the balcony. They all looked to each other, this was it. 

All or nothing. 



 
Thanos' Arrival Is Imminent 

The Mad Titan walked into his throne room inside the Sanctuary II with such presence that it could literally be felt in the room. All of his forces knelt to him as he walked past them and made his way to his throne. All of his forces noticed that he was wearing an attire that he only wore when he needed to. 

  

Thanos smiled as he turned and sat down on his throne. 

His forces stood up as his Black Order made their up to his throne and knelt, awaiting their orders. 



 

 

Ebony Maw stood up as Black Dwarf, Corvus Glaive, and Proxima Midnight continued kneeling, "Master, is it time?" 

Thanos chuckled as his eyes glowed brightly, "It is time. Do not fail me, my Order." The Titan stood up from his throne and raised his fist into the air, an empty Infinity Gauntlet, "BRING ME MY STONES!!!" 



 

The moment everyone dreaded had finally arrived. 

At every location, an armada of ships made their way through the clouds, parting them as the sound of their thrusters sounded off in the air. Beams of blue light shot down from the hull of the ships and onto the ground with a silhouette inside the light. 

This was it.

The battle for tomorrow has finally begun. 

Thanos is here
> War For The Mind
> --------------------------------------------------------------------------

Just outside the city's shield, a beam of blue light shot down from the belly of the ship that descended down from the sky, parting the clouds as it lowered from the sky. Wakanda's forces along with multiple A.I.M. Agents and Badniks were already marching towards the edge of the city. 

Black Panther was already there waiting for the threat to reveal themselves. 

Tails and Gamora were standing by his side as they saw a silhouette appear in the beam of light. Once the beam stopped, Proxima Midnight stepped forward towards the shield, pointing her spear forward and dragging it across the shield, causing sparks to fly before she stopped. 

Proxima chuckled as she planted the bottom of her spear into the ground, "If you truly believe that this shield will protect you and your city, then you are sorely mistaken," Midnight pointed the tip of her spear towards the three heroes, "Thanos demands the Infinity Stones, I shall deliver them to him. It is up to you how much blood is shed before I get my hands on my prize." 

Gamora scowled at Proxima with such a hateful glare that it showed why she was the most feared woman in the galaxy, "The only blood that will be shed will be yours." She then unsheathed her sword and pointed it at the villain, "By the time this day is done, my blade shall be stained with the blood of you and your allies." 

Proxima may not have shown it due to her stoic expression, but she was eagerly awaiting this battle. Gamora has always been Thanos' favorite, the Golden Child. She couldn't wait to put Gamora in her place, she was going to enjoy this immensely. 

"Thanos wishes you alive, dear sister, but unfortunately things won't turn out that way." Proxima threatened. 

Gamora glared at the Black Order member, "We are NOT sisters. If we were, I may actually feel bad for what I'm about to do." 

Proxima smirked, "You actually think you stand a chance?" 

Tails folded his arms and replied, "We are prepared." He did his very best to show that he wasn't nervous, but Proxima could clearly see it. He was sweating nervously and his eyes showed a hint of fear. But he had to be strong, not only for himself, but for his friends as well. 

T'Challa placed a comforting hand on Miles' shoulder, causing the young Fox to turn and look at the King of Wakanda. T'Challa gave the young boy a gentle and kind smile before he turned to face Proxima, "If Thanos wishes for a fight, then a fight he shall receive. But know that we will not stop fighting, the blood of his army shall be splattered on these sacred Wakandan grounds. This shall be a day long remembered." 

Proxima's lips curled into a smile, "On that we agree." 

It was then that hundreds of thousands of beams shot onto the ground just outside the shield. The three heroes simply stared as an army of four armed monsters rushed out of the beams, trampling on one another as they dashed for the shield. 

 

Proxima pointed her spear forward as her forces dashed ahead of her and began tearing at the city's shield. 

Tails took a fearful step back, "W-What are those things?!" 

Gamora scowled as she readied her blade, "Outriders." She sneered in reply. 

T'Challa's mask materialized over his head as his army stood behind the three heroes. He turned around to see Abomination standing in front of the combined forces of good and evil with a smile on his face. The Gamma monster slammed his fist into his palm as The Benatar hovered over their army, it's weapons systems aiming directly at the enemy outside the shield. 

Blaze engulfed her hands in flames as Eggman, who was inside his Egg Robo X, landed beside her. Peter Quill flew over the mech and landed in front of it as his fellow Guardians stepped forward and stood beside him, sans Rocket, who was piloting The Benatar. 

Thor hovered next to The Benatar with Storm and Metal Sonic while Cyclops, Beast, and Shuri stood beside Abomination, ready for a fight. M.O.D.O.K. aimed his various weapons on his chair directly at the opposing forces outside the shield, the gem in his forehead glowing with power. 

Proxima was impressed, they were prepared. They had an army behind them, ready to fight for them and not stop for a single moment. 

They were ready. 

So was she. 

The tip of her spear suddenly glowed bright blue before she threw her spear at the shield... Actually managing to penetrate the barrier, creating a small opening for her army. The small hole widened and before anyone knew it, the shield was gone. 

Proxima called her spear back into her hand and pointed it forward, "FOR THANOS!!!" Her army of Outriders all screeched as they charged forward, eagerly awaiting the taste of blood on their teeth. Dust shot up from the ground as they scurried over towards T'Challa and his forces. 

The Black Panther crossed his arms over one another, performing the Wakandan Salute, and then unsheathed his Vibranium claws, "WAKANDA FOREVER!!!" He then charged forward with his army charging behind him. Those who could fly took to the skies while those on the ground charged forward, ready to defend Wakanda and the Mind Stone. 

Ready to do whatever it takes to win. 



As the two armies raged towards one another with an intent to kill, Proxima Midnight simply marched forward, her spear in a firm grip in her hand. T'Challa pounced onto an incoming Outrider as the two armies met. Several Wakandans hurling their spears at the enemy, not killing them, but managing to slow them down. 

Peter Quill flew over head as he fired his pistols downwards, creating several explosions that knocked some Outriders to the ground. He then boosted forward and spun his body around, firing laser bullets in multiple directions. Star Lord could have sworn that he heard lightning right above him. 

He looked upwards in confusion, "What the... OH SHIT!!!" He quickly boosted forward to avoid an incoming Thor, who shot downwards and slammed Mjolnir into the ground. The resulting shockwave of lightning created a clearing for A.I.M.'s forces, who charged forward shooting multiple Outriders. 

As Thor shot a bolt of lightning from his hammer, Groot extended his arm into a large branch that impaled three Outriders. The aliens screeched loudly as Groot slammed them into the ground. An Outrider tore an A.I.M. Agent in half, blood and gore splattering all over its body as Metal Sonic zoomed past it and used his sharp claws to tear open the flesh of any Outrider he zoomed past. 

A Wakandan Soldier hurled a spear into the back of an Outrider who was on top of an A.I.M. Agent, but was spear tackled from the side by another Outrider. As the Outrider tore open the soldier's throat with its hands, a red laser zoomed past it and tore a hole in another Outrider's chest. 

Cyclops quickly turned around as the Outrider fell to the ground and fired another Ocular Blast. 

Abomination was having a blast, tearing Outriders apart with his bare hands, blood soaked all over his scaly skin. Suddenly, an Outrider jumped onto his back and began tearing at his skin with its razor sharp claws. Abomination actually felt that and then reached behind him, grabbing the Outrider. 

Blonsky then threw the alien over his shoulder and slammed it on the ground, the sheer impact blowing the mindless creature's body into pieces. Abomination grinned as he saw more Outriders headed straight for him. 

Blaze hovered in the air, an aura of fire surrounding her, and then proceeded to release a burst of flames that burnt several Outriders. She landed on the ground, but was shocked when all of the Outriders got back up. They weren't dead, but their skin was singeing from the flames. 

Blaze was about to attack again, but she suddenly screamed out aloud as a sharp pain made its way onto her right shoulder. She turned her head slightly and saw that an Outrider and sunk its teeth into her shoulder. As blood gushed out of her wound, she fought through the intense pain and lit her body up in flames, causing the Outrider to release her. 

She fell to one knee, her hand grasping at her shoulder as blood flowed through her fingertips. She looked around and saw that she was surrounded. Not only that, but she saw several A.I.M. Agents being torn apart. One had their inner organs torn out of their torso, another's face was bitten off. 

She looked on in horror as the Outriders surrounding her marched closer, black saliva dripping from their maws. She was fearful for her life, was what happened to those A.I.M. Agents going to happen to her. Her thoughts were quickly interrupted as a missile exploded right in front of the horde of Outriders. 

She heard the sound of what she presumed to be a jet engine above her and looked upwards. 

She saw M.O.D.O.K. firing all the weapons in his arsenal at the endless hordes of Outriders. She gave him a silent thanks in her head before using her hand to burn the wound on her shoulder to cauterize the skin. She got back up and continued fighting as M.O.D.O.K. fired a purple laser from the gem in his forehead. 





Beast pounced on an Outrider while Tails used his Ring Blades to stab an Outrider in the chest, but to his horror, it didn't kill it. The monster then used one of its many hands to dig its claws into Tails' side. The young Fox screamed in agony as tears streamed down his face. 

The boy genius fell to the ground, removing his blades from the Outrider's torso. The Fox whimpered as the mindless beast loomed over him. He would have been killed had it not been for Drax, who stabbed the Outrider in the throat from behind with his daggers. 

Drax rushed over to the Fox's side as the creature fell to the ground. 

"Where does it hurt, young one?" Drax asked as he crouched beside the young hero. Tails moved his hand away from the wound, letting out a sob as blood drooped out of the torn skin. Drax inspected the wound before looking into Tails' eyes, "You'll be fine, but it will leave a scar." 

Tails looked down in sadness, but when he felt the comforting hand of Drax on his shoulder, he looked into the hero's eyes, which showed nothing but kindness. 

"Scars do not make you weak, they show your strength, your will to keep fighting. You should be honored by your battle scars. They show that you are willing to do what is necessary to win the day. This scar PROVES that you are a hero. Feel pride in that." 

Tails gave Drax a small smile, that did make him feel better. Drax stood up and helped the young Fox to his feet. 

"Plus, the females LOVE scars." Drax added, inciting a laugh out of Tails. 

The young lad ignited his Ring Blades as Drax charged forward towards the incoming horde of Outriders, although he would receive more scars, they would all be worth it in the end. 

(End song) 



 

 

"OH HO HO HO HO HO HO HO HO!!! Foolish animals, you're no match for the genius that is Dr. Ivo Robotnik!" 

Eggman, who was inside his Egg Robo X, flew alongside The Benatar in the air as they fired blast after blast from their arsenal. As they flew over the battle field, Eggman fired an Ocular Laser from the mech's eyes. The laser cut through any Outriders it came in contact with such precision that they split apart in a perfect line. 

Rocket, who was piloting The Benatar, saw this and laughed humorously, "Ahahahahahahaha, oh that is TOO good!" He then connected with Eggman's communications and asked, "Hey, how much for the lasers?" 

Eggman looked appalled, how dare he ask such an insolent question! 

"You filthy trash panda! How dare you even ask me that!!!" 

Rocket shrugged nonchalantly, although he was miffed about the insult, he was a hard bargainer, "Okay, how much for the mech?" 

"You disgust me." With that, Eggman flew ahead of The Benatar and fired dozens of lasers and missiles down below. 

Rocket shook his head as he chuckled mischievously, "Oh ho, I'll get that mech." 

"If you two are QUITE done." A voice interjected in their conversation through the Comms. Just ahead of the two, Storm created a whirlwind of hail and lightning while Shuri blasted an incoming Outrider with her gauntlets. 

Eggman looked on at the sight with a hint of impression across his features. 

"Hmm, maybe these Mutants can be of some use to me in the future?" He pondered to himself while firing a blast from the mech's hands. 

"Don't get any ideas, Eggface!" Tails quickly shut him down over the Comms. 

Eggman frowned as he shot downwards inside his mech, "Oh come on! I'm allowed to brainstorm, y'know!" 

Blaze then decided to get in on this, "But when you brainstorm, and I use that term loosely, It usually ends up in some kind of half baked idea where you, apparently, end up ruling the world." 

"And from my personal experience, they mainly end up in failure." M.O.D.O.K. added, not wanting to miss ripping on Eggman. 

Eggman grumbled as he slammed his metal fist onto the ground, creating a shockwave that cleared him some room, "They don't ALL end up in failure!" He defended himself as a swarm of Outriders charged towards him. 

"Seriously?" Tails retorted in a deadpanned tone, "Okay, let's run through it then. You come up with a plan, which more likely than not, involves using the Chaos Emeralds to resurrect some ancient creature you've discovered. You end up resurrecting said creature, only for it to end up turning on you. Sonic takes the Emeralds, goes Super, stops the creature, the day is saved, back to square one." 

"Hah! I bet he flies away like a children's cartoon villain screaming, 'YOU'LL RUE THE DAY YOU CROSSED ME!' or something like 'I'LL GET YOU NEXT TIME, HEROES, I'LL GET YOU IF IT IS THE LAST THING I DO!!!'" Star Lord joined in, mocking the mad doctor. 

Both Blaze and Tails, despite their current situation, laughed loudly with Tails adding, "Ah ha, Yeah! He does do that... a lot actually." 

Eggman growled in annoyance while Orbot and Cubot, who were inside the mech behind the doctor's chair playing Go Fish, snickered loudly. 

Robotnik threw his hands up in an exasperated fashion, "WHAT IS THIS, 'RIP ON EGGMAN DAY'?! I'D LIKE TO SEE YOU ALL TRY AND DO BETTER!!!" 

"Robotnik, you remind me of one of those cheesy Saturday morning cartoon villains." M.O.D.O.K. was having too much fun with this, "Like the ones you see in 'Scooby Doo' or 'Inspector Gadget'." 

"YOU ALL THINK YOU'RE SOOO CLEVER, DON'T YOU?!" Eggman retorted as he blasted four Outriders out of his path with two lasers from the mech's hands. 

"I am Groot." 

Rocket then busted out into hysterics, while no one else knew what he had said, it had apparently been a finishing blow according to Rocket. 

Eggman massaged his forehead as two Outriders pounced onto The Egg Robo X's back, "I hate my life." He muttered as he shot up into the air, spinning around which launched the two Outriders off of him. 

(End song) 



 

Proxima Midnight was growing impatient. 

She marched through the battlefield, making her way towards The Palace, where the Mind Stone was being protected. No matter what anyone did, she just wouldn't stop. Bullets bounced off of her as she walked, the group of A.I.M. Agents slowly descending into despair as she approached them. 

She then moved forward at impossible speeds, one moment all of the A.I.M. Agents were firing bullets at the villainess. Then in the blink of an eye, all of their torso's were separated from the bottom halves of their bodies. Blood and gore splattered across the ground as they all fell down, dead as a doorknob. 

Proxima laughed darkly as she continued making her way to the Wakandan Palace. 

 

She continued marching as a swarm of Badniks landed in front of her, aiming their guns at the disciple of Thanos. She paid them no mind since she simply dashed forward and punched a hole right through all of them in a single, swift motion. She stopped behind them and turned her head to see them all explode in a blaze of glory. 

She smirked before darting forward. 

A group of Wakandan Soldiers stood in her path, mere cannon fodder to the likes of her. She stopped walking and stared at the fools in front of her. She paid no mind to the explosions happening all around her. A small smile tugged on her lips before she suddenly hurled her spear directly into the head of a Wakandan Soldier, tearing straight through his face. 

None of them got the chance to breathe as Proxima dashed forward and began tearing them limb from limb. Midnight punched a hole through a Soldier's chest before she turned and kicked another's head off of his shoulders. Proxima quickly dashed to a female Wakandan Soldier and removed her head from her body with little to no effort. 

They were all dead before the first Wakandan Soldier even hit the ground. 

Blood dripping from her hands, her body covered in blood, she recalled her spear and charged through the battlefield with haste. She had to get that Stone for her master, she couldn't fail, no matter the costs. She used the tip of her spear to cut through any opposing forces in her path, soaking her weapon in even more innocent blood. 

She swung her spear downward, sending splatters of blood onto the ground. She gazed forward and took in the sight before her, The Palace was in her view, she was close. All she had to do was break through the gates and she had a straight shot at that Stone. 

She quickened her pace towards the majestic building, tearing through her enemies as they piled on one after the other. Gamora, who had just cut off the head of an Outrider with her saw, turned her head slightly and saw Proxima making a beeline for The Palace. 

Her eyes widened in horror, "Oh no." She quickly touched her earpiece and darted towards The Palace, "Proxima is headed for the Mind Stone! I repeat! The Mind Stone is at risk of being taken! STOP HER, OR SLOW HER DOWN UNTIL I GET TO THE PALACE MYSELF!!!" 

From the corner of her vision, Proxima saw Gamora dashing towards The Palace, clearly trying to get to the Stone first. She snarled and picked up the pace, but a lightning strike stopped her dead in her tracks. She looked up and saw Storm and Thor. 

She shook her head, her face stern and unrelenting, "I don't have time for this." She then jumped into the air and kicked Storm in the chest, sending her flying down towards the ground. Thor threw Mjolnir at the villainess, but said villain smacked the magical hammer away with her spear and kneed Thor in the stomach after she dashed over to him. 

Proxima shot downwards and landed on her feet while Thor crashed down on his back, groaning in pain. She dashed towards her destination, The Benatar flying behind her and shooting laser blasts to try and stop her. Midnight predicted where the blasts would land and made it a priority to avoid those positions. 

The Benatar flew over her, much to her pleasure as she leapt into the air and tore through the underside of the ship with her spear. She shot up from the top of the ship as it began to fall to the ground. The Benatar crashed, digging a trench where it landed as Proxima shot forward through the air towards The Palace. 

She landed on the ground, she was so close. 

"COME HERE, YOU LITTLE..." 

Eggman landed right in front of her and wasted no time in shooting her with a laser blast that engulfed her entire form. Eggman laughed in victory, he didn't stop firing, nothing could survive that. She was dead for sure. Those thoughts died when Proxima Midnight darted right at him. 

She stabbed Eggman's mech in the chest, hitting its power core and shutting it down. 

"NO! MY PERFECT CREA-A-ATION!!!" Eggman shouted as the mech fell to the ground in a scrapped heap. Proxima rolled her eyes and decided to waste no more time. She leaped through the air, heading straight for The Palace and the Mind Stone. 

(End song) 



 

Proxima smashed through the massive window behind T'Challa's throne and landed in the throne room of The Palace in a crouched position. She stood up, her spear in hand, as she took in the sights before her. T'Challa's golden throne was shining due to the glare of the sunlight. 

But her eyes were focused on The Favorite Child standing before her. 

Gamora stood in front of the enclosed Mind Stone, which was secured inside a capsule, and pointed her blade directly her enemy. The two stared at one another for what seemed like years when in reality it was only for a few moments. 

Proxima laughed darkly before declaring, "I shall pry that Stone from your corpse in Thanos' name." 

"If you think killing his favorite will earn you his attention, you're right. It just won't be the attention you want." Gamora retorted. 

Midnight shrugged as she pointed her spear at her enemy, "That may be true, but at least you'll be dead." A filthy smirk found its way onto her lips as she decided to get in one last jab, "Just like your sister." 

 

That did it. 

Gamora screamed in absolute rage before she charged right at Midnight. The two met as their blades clashed against one another, both struggling to dominate the other. Proxima smiled while Gamora snarled as she knocked Gamora's sword away with her spear and kicked her in the chest. 

Gamora slid across the room, regaining her footing as Proxima jumped into the air, her spear over her head before she brought it down with full force. Gamora blocked the strike with her blade and kneed Proxima in the ribs, inciting a grunt of discomfort from the villain. 

Proxima quickly darted away at super speed before reappearing behind Gamora. She tried stabbing her in the back, but Gamora is not easily killed as she quickly turned and blocked the strike. They moved their blades apart before striking at one another again, sparks flying from the sheer impact of the two blades. 

Proxima smirked before she saw an opening in Gamora's fight pattern and proceeded to flip over her. She landed behind her adversary and kicked her in the back. Gamora rolled across the room before she dug her sword into the floor to halt her movement. 

She quickly took out her side arm and shot at Proxima, who simply sped from left to right, avoiding the laser like bullets. As Gamora ran out of bullets, Midnight shot forward, her spear ready to ensure Gamora's demise. But The Most Dangerous Woman in the Galaxy rolled away and left a tiny surprise for Proxima. 

The villain looked down to see a tiny grenade at her feet. 

It exploded right in her face, blinding her for a moment so Gamora could rush forward and stab Midnight in the shoulder. If the villain was in pain, she didn't show it as she simply headbutted Gamora and removed the blade herself before hurling it into T'Challa's throne. 

As Gamora zoomed over to her sword, Proxima threw her spear at just the right angle that it would intercept the hero. Gamora saw this and picked up the pace and removed her sword from the throne just in time before Midnight's spear blew the throne apart. 

Proxima snarled as she recalled her spear and then proceeded to block and incoming strike from Gamora. Midnight leapt backwards just as Gamora swung her sword which would've removed the villain's head had she not moved. The Black Order member stomped her foot onto the ground, causing the floor to break apart slightly. 

Gamora jumped into the air and zoomed downwards towards Proxima. 

Midnight quickly darted away as Gamora swung her blade. Gamora turned and saw Proxima on the other side of the room with a smile on her face. 

God how she hated that smile. 

The two then charged at one another, their blades ready. 

Both of them had adrenaline rushing through them, their hands tightened around their respective weapons. 

They met. 

And Gamora lost. 

She let out a cry of pain as she dropped her sword, Proxima's blade was lodged right into her shoulder. As blood oozed from the wound and onto the ground, Proxima pushed her spear in further, causing another cry from Gamora. The villain then raised the hero into the air with her spear and threw her across the room. 

Gamora crashed against the wall and fell to the ground. 

(End song) 

Proxima laughed as she made her way to the capsule, paying Gamora no mind as she slowly got to her knees. Midnight then smashed the capsule open, allowing the Stone to float into the palm of her hand. She closed her fist around the pebble of immeasurable power and turned to face her fallen adversary. 

Gamora panted heavily as she grasped the wound on her shoulder. 

"You look sooo... Weak. I don't know what Thanos ever saw in you." 

Gamora snarled, she wanted to wipe that smug look right off her face, "What are you waiting for? Kill me!" 

Midnight chuckled, "And let you reunite with Nebula? You don't deserve that just yet. But don't worry, I'll make sure you see her VERY soon." The ceiling was then torn apart as a beam of blue light shot down from the sky. 

Gamora's eyes widened, Proxima was going to get away with the Stone... And she couldn't do a thing to stop her. But hope was not lost as she saw Peter Quill boosting over towards them from outside The Palace. But alas, it was for nothing as Proxima turned and gave Quill a smug look before being beamed up into the sky just as he got there. 

Star Lord rolled across the ground and landed next to Gamora in a pathetic heap, "Ugh... I meant to do that." He then saw Gamora's wound and instantly retracted his mask, "Oh my God, Gamora!" He crawled over and took a look at her wound. None of them noticed that the battle seemed to die down outside, signifying that Thanos' forces had already escaped. 

It was then that Tails flew in from outside and landed in front of the pair, "Guys! Are you okay?! What happened?!" When none of them responded, the young boy finally noticed the absence of one Mind Stone. 

He slowly turned to the two heroes with fear written all over his face, his eyes shrunken down to pinpricks. His whole body shook in fear, his mouth felt dry, he felt sick to the stomach. He gulped as he finally built up the courage to ask... 

"Where's the Stone?"
> Battle For Space
> --------------------------------------------------------------------------

The ground cracked underneath Black Dwarf's feet as he landed on the metallic ground just outside The Triskelion, facing the army of S.H.I.E.L.D. and G.U.N. Agents before him. He glanced upwards towards the sky and saw two Helicarriers looming over the S.H.I.E.L.D. base. 

Dwarf snarled as he tightened his grip around his mace and axe, glaring with fury in his eyes. He was reminded of how stubborn and defiant this planet was, he was used to planets and their civilizations trembling where they stood whenever Thanos or one of his forces had graced their planet with their presence. But with this planet, there was none of that. No obedience. Only defiance. 

And nothing made him angrier than defiance. 

He showed his frustration by roaring up to the heavens, his battle cry echoed through the air as multiple beams of light shot down from the sky and landed behind the villain. Like in Wakanda, hordes and hordes of Outriders scurried out of the beams of light and stood behind Black Dwarf, awaiting orders. 

Black Dwarf smiled victoriously as he noticed some of the soldiers before him, specifically those who work for G.U.N., take a small step back. This was more like it. This is what Black Dwarf craved, for these puny creatures to know who they face and tremble before his power. 

But his smile fell right off his face as a green portal opened in front of the forces of S.H.I.E.L.D. and G.U.N., further adding to his annoyance. The portal expanded to a great size before Ice Man, who was sliding on an ice bridge, slid out of the portal. Ice Man then jumped off the bridge made out of ice and landed in front of the portal. 

It appeared that the Mutant wasn't alone as Shadow the Hedgehog, followed by Rouge and Omega, walked out of the portal  and stood by Ice Man's side. Rouge flapped her wings and hovered above her teammates as Omega aimed his weapons forward and Shadow folded his arms. 

It wasn't over yet as Wolverine leaped out of the portal and landed next to Omega, unsheathing his claws as Hawkeye and Gambit made their way out of the portal. Magneto then hovered out of the portal as Deadpool strut out, snapping his fingers while wearing a military uniform for some reason. 

From behind the group, Hulk jumped out of the portal and landed in front of the group while Iron Man flew right out of the portal, landing right next to Hulk. Loki, and Tirek all stepped out of the portal, The God of Mischief closing the portal as he walked. 

As the portal closed, Loki summoned an orb of magic in his hand and then proceeded to give it to Tirek. The Centaur smirked before he absorbed it, allowing him to grow stronger. Black Dwarf roared, to which both Hulk and Tirek roared back. 

The screeches of the Outriders filled the air as the two armies stood opposed to each other, glaring with ill intent. Dwarf's mission was to retrieve the Space Stone, but that didn't mean that he couldn't crush a few skulls in the process. 

Black Dwarf cleared his throat, silencing the army of Outriders behind him before addressing those who stood in his way, "This resistance is futile! Although I do enjoy the challenge, I have a mission I must complete! While I intend on killing all of you, if you hand over the Stone, I shall--" 

"I'm sorry, Earth is closed today!" Tony interrupted him, taking a step forward towards Thanos' army, "You'd better pack it up and get outta here!" He finished, showing that the forces of Earth were not going to back down. None of them would allow their home, let alone their new universe suffer at the hands of a mad man. 

Shadow stood defiantly, "This is not your home. Leave." 

"I don't answer to the likes of you." Dwarf replied, "My allegiance is to Thanos and Thanos alone. If he wishes for this world to be cleansed, then I shall see it done." 

Tirek rolled his eyes, "From my perspective it seems that you are nothing but a lackey. A minion to heed Thanos' beck and call." 

"Hahahaha." Black Dwarf laughed, confusing Tirek greatly, "You say that like it is supposed to mean something, creature. Thanos saved me and raised me as his own. I owe my very existence to him, I am forever loyal to my master."

"I've worked with Thanos before," Loki piped up, "It's not all it is cracked up to be unfortunately." The Trickster God then pointed his scepter towards Thanos' loyal servant, "Besides, if there is anyone who shall use the Stones for his own gain, then it shall be me." 

"So why don't you just run on home with your tail in between your legs?" Gambit suggested with a smirk, already knowing the answer. 

Wade quirked an eyebrow as the voices in his head finally decided to pipe up. 

(Wait... Does he even have--) 

(First of all, do not finish that sentence. Second of all, why are you even THINKING about that?!) 

Logan scrapped his claws together as an eager grin formed on his face, "Last chance, Bub! Go home!" 

Hawkeye drew his arrow back with his bow, "And stay there!" 

They were not going to stand aside. They were not going to surrender. They were going to keep fighting until they drew their last breath. All of the agents on the ground aimed their guns at Black Dwarf and his army of Outriders. The two Helicarriers aimed their weapons down while G.U.N.'s various drones locked onto their targets. 

No backing down. 

No surrender. 

Dwarf saw the sight before him and sighed as he closed his eyes. But then he started chuckling to himself, much to everyone's confusion. He then opened his eyes and gave his enemies a look of sheer determination, "Such insolence. Die knowing that your home shall not be spared from my master's wrath." 

The alien then stomped his foot onto the ground and pointed his axe forward. 

"KILL THEM ALL!!!" 

The army of Outriders all screeched loudly before they all charged forward. Tony shrugged his shoulders before turning his head to Hulk, "That went well." He remarked before turning to face the incoming horde, "Alright then. LET'S KICK SOME ASS!!!" 



Hulk roared, enticing everyone else to let out a battle cry of their own. Tony flew forward at high speeds, leading the army to defend The Triskelion from Black Dwarf and his forces. They all charged, laser like bullets zooming past those leading the charge against the enemy. 

Hulk rammed through The Outriders, backhanding them out of his way as he ran towards Black Dwarf, who roared at the Gamma beast headed towards him. The massive alien invader charged right towards Hulk until the two met one another, with Dwarf swinging his axe to decapitate Hulk, but the jolly, green giant ducked under the attack and punched his foe in the gut. 

As the two behemoths traded blows, Iron Man flew over head and fired a Repulsor Blast into a swarm of Outriders, the resulting blast separating them so Ice Man could swoop in and freeze them, allowing Omega to blast them to pieces with his guns. 

"ALIEN CREATURES MUST. BE. ELIMINATED!!!" Omega declared as he fired a barrage of bullets at any Outrider he saw. Unbeknownst to him, another Outrider was about to attack him from behind, but it was knocked to the ground by Rouge, who dived down and hit its head with a Spin Kick. 

Omega turned around as Rouge took flight, "THANK ME LATER!" She shouted as she flew over the battlefield. She nose dived and past several G.U.N. Drones in the battle. Some were holding their own, while others were being torn to shreds by The Outriders. 

She shoulder charged an Outrider while Logan leaped through the air and tackled an Outrider to the ground, stabbing the mindless beast in the chest with his claws. He took them out and slashed the beast's head clean off. He got to his feet and saw thirteen Outrider scurrying towards him. 

Logan grinned eagerly before shouting, "BEZERKER BARRAGE!!!" Wolverine dashed forward and slashed all of The Outriders at such high speeds that he was practically invisible to the eye. The only proof of what Logan had done was the eruption of black blood that shot up into the sky. 

Logan panted as various bloody pieces of flesh fell from the sky and landed back onto the ground. 

"COMING THROUGH!!!" Logan turned and instantly rolled out of the way of Deadpool, who was riding a rocket of cartoonish size through the battlefield, firing off his Uzi's and laughing like a mad man while he did. He then stood up on the rocket and backflipped off of it as the rocket zig zagged through the air. 

Deadpool landed on the ground as the rocket shot downwards and exploded on the ground, killing multiple Outriders in the process. He turned around and pulled the triggers on his guns, but didn't fire any bullets since he had apparently run out of them. 

He shrugged and tossed them aside before unsheathing his swords, "Time to commit multiple felonies!" Wade exclaimed before he ran towards a group of Outriders, "ONWAAAAAAAAAARD!!!!" He dived into the crowd of Outriders, swinging his swords around like the whack job he is. 

Wade was too distracted to notice the massive tremors that shook the ground. Had he noticed, he would've saw Lord Tirek stomping past him, crushing any Outrider he saw under his massive hooves. The Centaur roared and fired a laser from in between his horns. 

On the villain's shoulder was Clint Barton, who was firing multiple arrows at the swarm of enemies below. As he shot an explosive arrow, Tirek pulled back his fist and punched the ground. He raised his massive, red hand and shook it so he could remove the smear of blood that had found its way onto him due to crushing twenty Outriders. 

Tirek chuckled as he stood up on his hindlegs for a moment before bringing his forelegs back down onto the ground, creating a red and orange shockwave that disintegrated any Outriders caught in the blast radius. Tirek let out a belly laugh as the two Helicarriers focused their fire on the alien ship Black Dwarf arrived on. 



But no matter how hard they tried to damage the ship, their blasts always hit the ship's shield. 

While the super beings held their own, the agents down below were struggling. Any bullets that hit The Outriders merely bounced off of their skin. Agents were being torn to shreds by the opposing force, blood and gore all over the metallic floor. Pieces of said metallic floor were torn from the ground and were raised into the air by Magneto. 

The Master of Magnetism motioned his hands so the pieces of metal morphed into sharp, metallic spikes. Magneto sent the projectiles down towards the ground, penetrating some of The Outriders heading his way. He then looked to his left and closed his fist, causing the ground beneath four Outriders to suddenly shoot upwards and tighten itself into a metallic ball, crushing The Outriders. 

Magneto chuckled before creating more metallic spikes. 

Pieces of the ground around Gambit shot up into the air as the Mutant threw his playing cards at three approaching Outriders. The cards exploded on impact, but didn't kill them. Gambit heard a noise from behind him and quickly turned around, smacking an Outrider in the face with his staff. 

Gambit smirked, "Nice try, Mon ami." 

He then backflipped through the air, throwing playing cards to any enemy he saw as he landed on the ground. While the Mutant continued fighting, Loki, who was fighting just behind him, stabbed an Outrider in the throat with his scepter. He then flung the alien into the air with his weapon, not hearing it land as more Outriders scurried towards him. 

Loki and Gambit went back to back so they could cover one another as the swarm of Outriders surrounded them. 

Gambit panted heavily as sweat dripped down his forehead, "Is it just me... (Pant)… Or do these things keep coming?" He asked the Asgardian behind him. 

Loki grunted as he blasted an incoming Outrider with his scepter, "The more we kill... GAH!" He exclaimed as he blasted another Outrider, "The more Thanos and his servants send!" Loki then created multiple duplicates of himself so he and Gambit could have more support. 

As they fought The Outriders off, Shadow boosted through the army of aliens, shoulder charging any that got in his way. Somehow, a small number of The Outriders he knocked down managed to get a few hits on him. Specifically his arms, as multiple gashes and cuts were present on his arms. 

Shadow skidded to a stop and jumped into the air, his whole body glowing red. 

"CHAOS BLAST!!!" 

The explosion killed multiple foes and gave him room to breathe. Shadow landed back down on the ground, but he barely had enough time to gather his thoughts as even more Outriders converged on his position. 

Shadow snarled as he stood up straight. 

"Enough of this! CHAOS CONTROL!!!" Time froze around him, everything was still. The Ultimate Lifeform smiled before his hands lit up, "CHAOS SPEAR!!!" He hurled multiple Chaos Spears at the frozen lackeys. The projectiles pierced right through their torsos, killing them instantly. 

Time resumed, The Outriders fell to the ground, dead. Shadow regained his composure, he shook his head, now wasn't the time to sit around. Now was the time for action, so Shadow wasted no time in boosting into the swarm of Outriders to continue the fight. 

(End song) 



 

"GET THE INJURED BACK IN HERE AND MAKE SURE THEY RECEIVE MEDICAL ATTENTION STRAIGHT AWAY!!!" Fury ordered from the Command Station inside The Triskelion, "FOCUS FIRE ON THE OUTRIDERS! DO NOT LET ANY OF THEM INSIDE THIS FACILITY!" 

The Command Station was anything but silent. Various computer monitors were beeping, S.H.I.E.L.D. Agents were running around, trying to get things done, and Fury could barely hear himself think due to all the shouting.

"SIR!!!" The voice of Maria Hill cut through the shouting inside the room. Fury turned around to face his second in command, giving her his full attention, "OUR WEAPONS CAN'T BREAK THROUGH THE SPACECRAFT'S SHIELD!!!" 

Fury groaned as he pinched the bridge of his nose in aggravation, "SET OUR WEAPONS TO FULL POWER! WE NEED TO BREAK THROUGH THAT SHIELD!" He turned away from Maria Hill and leaned on the railing in front of him, facing the chaos that was his Command Station, "If we have any chance of surviving this, then that ship needs to go down." 

Fury looked to his left, finally noticing Ultron leaning against the wall in the corner with his arms folded. 

The Director closed his eye, deep in thought, "Better him being in here than out there." Fury thought to himself, "Last thing we need is HIM flying around out there. One Avengers level threat is enough for one day." 





 

Hulk let out a pained roar as he landed on the ground, being punched across the battlefield by Black Dwarf. Hulk slowly got up to his feet, spitting out a loose tooth as the alien beast slowly marched towards him. Black Dwarf  quickened his pace before going into a full blown run. 

Hulk snarled, he was REALLY starting to hate this guy. His skin was armor like, every time he punched the villain, his hand would hurt. Which was impossible, since Hulk is the strongest there is. He got back to his feet and charged directly at Black Dwarf. 

The two monsters met, with Black Dwarf swinging his axe, trying to slice Hulk's chest open. But the hero hopped backward to avoid the attack and found an opening. As Black Dwarf raised his axe once more, Hulk spear tackled him to the ground and began laying into him. 

Even though he was meant to be hurting right now, he wasn't. Hulk's punches weren't doing a thing to cause Black Dwarf pain. He started to grow annoyed. Black Dwarf had had enough. He saw an opening as Hulk was about to punch again, so he quickly delivered a headbutt right to Hulk's nose. 

Hulk staggered back as he gripped his nose with his hands. Black Dwarf jumped to his feet and smiled as he tackled Hulk to the ground, slamming his mace into his chest. 



 

"SIR!!! WE CAN'T BREAK THROUGH THE SHIP'S SHIELDS!!!" A random agent cried out in panic. 

Fury slammed his fist onto the railing in anger, he was about to make a command but stopped when he noticed something. Something that had slipped away during all the chaos. Or rather... Someone. 

"WHERE IS ULTRON?!!!" 



 

The Vault's door slid open slowly, revealing Ultron on the other side as small metallic tentacles slithered back into his hand. He used his tech to hack into The Vault's security panel. The malicious android walked into The Vault and saw the Space Stone hovering inside the capsule in the center of the room. 

He approached the capsule and tightened his fist before he raised it into that air. He then brought it down onto the capsule, smashing it to pieces. 



 

Maria Hill turned away from her monitor, which showed Ultron inside The Vault, "SIR, WE HAVE A BREACH IN THE VAULT!!!" 



 

The Space Stone floated into the palm of Ultron's hand, exactly as he wanted. Just because he couldn't think hostile thoughts and act on them didn't mean that he could think logically. If he took the Stone, then the Human race would be done for, his mission would finally be complete. 

He tightened his grip around the Stone as a blue aura crept up his arm. But he suddenly felt that something was off, that something was resisting the Stone. He then saw an orange aura slide up his other arm, Strange's spell was trying to repel the Stone. 

Ultron grunted in pain as he fell to his knees, the two auras moving up his arms until they collided on his chest. Sparks flew as Ultron roared in pain. This wasn't supposed to happen. What had gone wrong? Ultron let out a scream as blue and orange lights shot out of his body. 

(End song)



 

Black Dwarf stomped on Hulk's chest, preventing him from moving anywhere. The alien invader grinned as he raised his weapons into the air, "I expected more from you, monster. But you shall die, like everyone else." He then brought his weapons down. 

But he stopped just before he could deliver the finishing blow. 

Hulk was confused. 

Why had he stopped? 

An explosion went off behind him... From The Triskelion. 

Black Dwarf stepped off of Hulk as the fighting stopped, everyone looked up to The Triskelion. The entire top half of the building had blown up in a blaze of glory. They were all questioning what was happening. Thoughts were running wild inside everyone's minds. 

But their thoughts were broken by a loud and horrific screech originating from the top of The Triskelion. The horrific sound could be heard from everywhere.

Tony landed on the ground next to Black Dwarf and turned to him, "Uhhh... Is that thing with you?" He asked, confused on whether or not Black Dwarf had called for back up. 

"Ḭ̵͚͗͜'̶̲̮̮̾͊̀M̴̨̤̭̏ ̶̰̤̹̎͘W̸̼̗̜̒́̀Ỉ̴̢̛̦̄Ṱ̷̉̏̓H̸͉͕͆ ̴͙̌͊N̶̢̓O̴͕͎̒͂͑-̷̥͔̑̄͝O̷̱̭͂̌͘Ṅ̷̹̰̘̔̑Ĕ̷̩!̶̛̟̙́͠!̴͊̈́͂͜!̴̡̥̮̊̕͝" A horrific, metallic and screechy voice declared before Black Dwarf could answer. Suddenly, a giant metallic hand slashed through the smoke, revealing it's razor sharp claws and it's giant size. "Ỵ̵̘̞̄̏͗Ȍ̶͕U̵̹̜͑̿̋ ̵̧̗̂͛̕T̸͈͖̔Ọ̷̭̿͝O̵̫̦͛K̵͖̏̓̌ ̴̪͗A̶̧̖̖͑͝W̷͉̝͘A̶͎͒̆̒Ẏ̷̧̌ ̵̛̘͍̥̾͐M̵͔͚̟͐̓͑Y̴̦̎̀̍ ̶̼̫̞̌F̵͔̲͇́̓R̵͍̆Ę̵͖̹̒Ȩ̸͚̂͝ ̸̢̠̃̔̇W̴͍̙̪̌̌͗I̶͕͚̙̓̀L̴̯͓̍͋̌L̵͈̙̮̇!̸̭̓͒͜!̸͎͔̼̈́̓̉!̸̨̬̙͂͋̅ ̵̟̦̩̈́M̴͉͍̉Ä̷̘̲̯̓D̷̡̛Ȇ̴̬ ̴̙̽M̵̙̈́Ę̴̣̼̌ ̵̮̝̾͝A̶̺̘͖͆̄ ̵͔̦͒̕͜P̸̢̄͘͝U̷͚͗͘͠P̷̱̙͒̈̽P̴̮̏͑͘ͅḚ̴̫̦̃̆T̵͇̟̼̂̇!̸̲̬͌̑͘!̸̼̆!̶̗̙̉͠" 

As the smoke cleared, the sheer size of this thing was revealed, it had somehow merged with The Triskelion. Everyone then noticed a metallic liquid leaking from the edge of The Triskelion. 

"B̷̘͙͑U̸̺̘͎̔T̷͎̅̓͘ ̸̟̾͗͂I̷͙̔́̿'̵̰̕M̷̲̟̅̎̇ ̸͇͆̽Ñ̴̻͋O̵̬̣͍̿ ̴͉̠̌P̶̖̍͌̈́Ȕ̵͍̑P̴͎͔̺̔P̴̨̲͛̿E̴͓̘̭̓͛̆T̴̫̪͔͂͆͝!̸̘͍̅̃!̶̼͔̹͛̆!̶̤͖̓̈ ̶̨̨̯̓̆͝T̶͇̋̒̚H̸͓̟̋̇̔È̵̤̥R̵̯̪͉̽͒E̸͖̱͊̐̚ ̴͕̬̈̊͘A̴̝̗̻͑̏R̵͎̀̀E̷͍͐̐ ̷̞̳̐̈͜N̴̡̖̈́̓Ö̵̲̱́̕ ̶̹̬̰̄͝S̵͈͕̎T̷̫̝͊͂̇R̶͙̩̳͛̈́͊Ȉ̶̯̹̔N̴̻͈̬͑͌̏G̶͍̞̍̍Ş̵̥̙͑͗͌ ̵͇̯͊͜O̴͔͇̍̇̀N̷̻̏̿ ̵͕̺͌̊̈́M̷̝̿̓̆Ë̷͓́ͅ!̵̞̓!̷͖̇̓̑!̸̧̡̂́̐" The smoke cleared, revealing the metallic horror atop The Triskelion. 

The sight alone caused Tony Stark's eyes to widen in horror as he gazed upwards towards the metallic monstrosity. 

"ULTRON?!!!" 

The smoke completely cleared, revealing the abomination Ultron's become. 

 

Dark, metallic liquid dripped from the monster's gaping maw, "Ǹ̶͙̣͌́Ŏ̴̹!̵̗̽̎ ̷̰̎̕͝I̴̝͉͆͊̋ͅ ̷̥̹̞̔̂Ȃ̸̩̯̰M̴̩̂͜ ̶̰͗̐̃U̶̖̅̆͛L̶͕̪̗̔̀͠T̷̛͖̓̐R̸̹̲̉̉O̷͍̓͝Ǹ̵̡ ̷̬̻̓Ñ̴̬̼̺̌̕O̷͕̗̍ͅ ̵̰̠̼̀͘̚L̷͎͋͋O̶̠͙̪̓̌N̴̙̉̾͝G̶̢̛͎̋̕E̴͈̰̤͆R̷̭͊̈́̕͜!̷̰͍̈!̴̘̪͝!̶̹̺̚ ̶̬̦̾́̕Ḯ̴̺̮͚ ̷̛͕̠͈̇͊Ä̵̧̳̦̿̇M̵̘͉̜̂̏̀ ̵̖̈́P̵͓͆̓È̴̳̋̈́R̸̗͕̀F̵̣̯͕͑Ę̵̋̉ͅC̸̠̘͚̒̽̔T̴̢̹̥͋!̶̗͗̇!̵̝̳̋̇͘!̸̯̰͊͂" The metallic beast outstretched it's arms as it made its proclamation, "I̵̠͉̥̓̓͠.̴̪̝̄̔͊ ̴͕̈́̐A̴̲̟͐̑́Ṃ̶̿̀.̷̱̬̍̑͐ ̶̤̎A̸̡̟̝͑̐̕M̴̠̲̌̋A̷̳̲͂̌̕L̸̹̟͌̌̚G̵͇͎̀A̶̫͓͑͒T̵̖͊͋̕R̶̹͈̥͌̽Ö̵͙̭Ṋ̸̂̏!̸̌̏̔͜!̵̠̜̘͌!̵̫̞̈̿͋" 

The monster, now dubbed as Amalgatron, raised it's head into the sky and let out a horrifying screech for all to hear. 

"Sir," J.A.R.V.I.S. spoke up suddenly, breaking Tony our of his shocked trance, "I am detecting traces of the Space Stone from inside that creature. Specifically, inside it's power core." The A.I. then showed a display of Amalgatron's core on Tony's HUD. 

It looked exactly like a beating heart, pumping that strange liquid throughout it's entire body. 

Tony exhaled deeply, "Of course the Stone is involved." He muttered under his breath before taking to the air, "EVERYONE! FOCUS YOUR ATTENTION ON ULTRON! WE NEED TO PRY THAT STONE FROM HIS POWER CORE!!!" Iron Man exclaimed throughout everyone's Comms. 

Amalgatron slammed it's massive hand onto the roof of The Triskelion in anger, "I̴̺͝ ̴̛̘̗͗Ẃ̷̘̘̻I̸̧͇̼̐͋L̵̹̠̘̀L̴̤͗̈́͂ ̵̡̦̊̆͜Ḃ̸̩͜Ų̵̓Ŗ̴̗͉͌̽̿N̶͕̺͙͋ ̷̭͓̊͘Y̶̢̞͗͝͠O̷̢̰͐̈́Ṷ̸̺̈́͌͆ ̵̣̃̂̽T̵̹̃͂O̸̻̞̥͌ ̸̗̝̪̐̊A̵̛͎̩͖͆̓S̶̙̆͘H̸͉̄!̷̧̢̒!̴̞̽͝!̶̞͎͌̄" Amalgatron vocalized in anger. 

Shadow turned around to face the other members of Team Dark, "You heard him! Team Dark, move out!!!" And with that, all of Earth's forces focused their attention on Amalgatron. 

And it seemed that Black Dwarf had the same idea, "TEAR THAT THING APART, MY OUTRIDERS!!!" Black Dwarf charged forward towards Amalgatron with his army following right behind him, wanting to tear that thing apart piece by piece. 

 

Amalgatron screeched into the sky before extending it's maw and firing a massive laser down at the ground, killing hundreds of Agents and Outriders in the process. Tony Stark took to the air and flew right up to Amalgatron's face, firing several Repulsor Blasts to try and do some form of damage. 

But it only succeeded in making it angrier as it aimed the massive cannon on it's shoulder directly at Iron Man, "Oh shit." 

"A̴̼͇̲͂Ȟ̷̢̤Ȁ̵͍̾ͅH̶͕͎͇͑̋Ḁ̷̡̓̂H̶̙̖͇̔̔̚Ā̷̫̰͛H̸͚͠Á̵̟!̴͈̎͌!̵̖͂̍!̵̡̤̬̑̈́͑ ̸͔̠͗̓B̶̖̩́̿͘Ǘ̴͙̠͉̄R̶͈̈̒͘N̴͓̏̌!̷̳͖̈!̵̬̳͗!̸̫̈́̈́̋" Amalgatron fired the cannon. 

Tony nose dived downwards to try and avoid the massive beam of death, but he wasn't fast enough as his armor was struck by the attack and he was sent spiraling down to the ground. Tony grunted as he landed in the small pool of metallic liquid made on the ground. 

As Tony tried getting his armor back online, he failed to notice the liquid slithering onto his armor. 

Magneto and Ice Man attacked from above while Tirek fired a massive laser from in between his horns. Amalgatron swatted the two annoyances out of the sky and blocked the laser with his energy blade. Amalgatron cackled madly while Tirek continued firing the laser. 

The metallic demon had grown bored and swatted the laser aside before sending it's Drone down towards Tirek. The Drone fired multiple lasers at Tirek's face, causing the Centaur to raise his arms to block the projectiles. Tirek grew agitated and punched the Drone, but to his shock, it simply morphed back into it's previous state and fired a giant laser that sent Tirek sliding across the ground. 

Down on the ground, Hulk hurled Wolverine into the air towards Amalgatron, his claws ready to slice him up. Wade used his belt to teleport onto Amalgatron's shoulder so he could fire several shots to draw the monster's attention. 

Amalgatron roared in anger, "Ã̸͈͠N̵͕̘̘̔̓N̸̖͕̓O̷͒̃ͅY̴̨̓͝Ĭ̶̜̙̥N̸̘̲̿Ģ̸͊̈̿ ̷̗̖̊̒̌G̷̛͕͚̒Ṋ̵̢̄̉̚Ả̷̡̗̳T̴̤͉̆́͊S̸̨͛!̸̫̂̊͂!̶̟͂!̴̮̱̑͊" The creature clenched it's right fist and threw a punch, the rocket booster on it's elbow boosting it forward to deal more damage. Wolverine was sent flying through the air until he landed in the ocean just outside The Triskelion. 

While Omega delivered cover fire, Shadow and Rouge took to the air and got right in Amalgatron's face. Shadow hurled multiple Chaos Spear at the monster's face while Rouge kicked it with her Spin Kick. It didn't appear to do any form of damage, it only made the monster angrier. 

Suddenly, a ball of electricity formed in between Amalgatron's horns, causing Rouge's eyes to widen. 

She turned to Shadow, "SHADOW!!! WE NEED TO MOVE!!!" The Hedgehog nodded and used his rocket shoes to fly over and teleport Rouge and himself out of harms way as Amalgatron fired the electric orb. 

Black Dwarf leapt through the air and tried attacking the monster with his weapons, but Amalgatron swatted him away before he could reach it. Black Dwarf rolled across the ground as the two Helicarriers and Black Dwarf's ship fired upon the amalgamation of liquid flesh. 

Amalgatron barked a laugh at the pitiful attempt, "A̷̩̪͗̈́ ̸̞̗̿F̴̢̛̟̣̍͘E̴͇̟̊͝E̴̺̿̓͝B̶̮̻͍͐̈́̔Ḷ̴̟̍̾É̷̱̠̕ ̸̹̳̈́͛ͅE̵̞̤͉͊͛F̴̢́͊̚F̶̗͘Ǫ̶̮̐͘R̴̥̝̱̀T̵̤͝!̶͎͚̇ͅ!̴̭̻̗̒̅!̸̡͔̠̎͝" It extended it's maw and fired a giant laser directly at one of the Helicarriers. The floating fortress exploded as Amalgatron moved the laser to destroy the other one. It then pierced through the shields protecting Black Dwarf's ship and blew it to hell. 

All three floating fortresses fell from the sky and crashed in the ocean. 

Amalgatron laughed as it fired multiple lasers from it's Drone and cannon down at the forces below, killing anything that got in its way. 

"Y̴̮͔͘O̷̢͍̱͌̈́̌U̵̹̥͙̔ ̴̬̒D̴̪͕͑O̵̠̞̓͂̇N̶̨̪̦̍͌'̶̡̛͚͗T̴̞̆̂ ̸̖̫͔̄͆̅U̵̻̐͝ͅN̵͚͓̘̂̊Ḍ̸̔Ë̴͚̺̤R̷̡̜̰̓S̴͈͋̏̅͜T̵̳̝͖̈́A̶͍͆̄͝Ņ̴̮̅̏͌D̵͔͍̀͛!̵͎͘͝!̸̖͆̓̀!̸̹̅ ̴̨̜͐͐Į̵̗̿͠ ̸̟̎̏A̸̭͓̿͒M̴̞̳̌ ̵̆͜P̶̙̈́Ë̶̟̙R̶͙̹͂͜͝F̵̜̤̕̚E̸͚̳͚͑C̴͉̝͒T̶͇̓͐͛I̶̪̍̋Ö̴͍́̔́N̶͕͙̄̾͝ ̴̳̟̀͊̍I̷͕̾́͛͜N̵̻̉̒ͅC̷̮̮̈́̓͑A̶̛̻͊̈R̷̦̳̔N̸͔̰̱̑̏͘A̴̯̓͂̕T̵͎̫͒Ë̷͖͙́͒́!̴̭̯͒͝ͅ!̵̙̼͠ͅ!̴̩̀̑͛ ̷͉̜̀̓Ḭ̸̢̱̀͗ ̸̳̳͆͠͝Ȁ̸̘͍͕̍̑M̸̳̓͐̿ ̷̦͚͗̚A̶̧̹͊ ̵͉̝̗̾̑͒Ģ̵̲͛O̶͔̝͆͜D̸̝̔̕!̴̞̯͗̃̌!̶̘͈̒̊!̷̢͓̀̕" Amalgatron exclaimed loudly before screeching once more. "T̷̨̾̄H̶̟͋ͅỊ̷͕̎̒̀S̷̤͈̅́ ̴̡̛̱̭͋͒I̸̱̼͠ͅS̴̨̊ ̶͐̽͆ͅM̸̞͖̑Y̵̫͚̒̏͜ ̴̩͖̘̀͒͘D̵̗̭͋ͅË̷̢̬͖́S̸̞̋̒̽͜T̵̛̒̎͜I̸͈̳̘̐̍̈́Ṋ̴̬̓Y̶͔̝̐͝!̶̻̹̥́!̴͔̫͗͌ͅ!̵̥̽̏͋ ̵̲͍͆̌̽T̷̞̱̈́O̶̩̦͐̎͒ ̴̮͕̤͂̾͝S̵̪̤͕̅͘͘Á̷̫̓̏V̶̧̯̣̈̚E̷̥͒ ̸͍̣̿Y̸̫̙̍Ṑ̸̥͙̲͘Ú̶͇͓͘ ̸̧̦͑̅F̴̘̒͝R̴̪̈O̴̲̭̔͆͜͠M̷͎̜͍̿̀ ̴͔̃̓̊Y̸̢̐̃͝Õ̷̜̩̤͊Ų̶̫̃ͅR̷̲͎͎͋S̵͇̙̏̿͝Ė̸̳L̷̨͈͇̈́̈̓V̷͓̥͊͋Ẽ̸͉S̶̬̞̹̐̀́!̷͎̥̈́!̵̙͔͉̒̈́̅!̶͉̣͈̾͑̌ ̴̧͑̚Í̷̬̕̕ͅ'̵͔̣̍͑̕M̴̳̲̪͆ ̶̟̭̽͜͝Ṭ̶̘̘̐̈́H̸̯̜͗͆̕Ë̴̖̼́̒ ̵̖̓T̷̡̯̺͐͝Ṛ̸̠̝̎̊̈́Ű̸͇̞E̸̺͈͂̕͜ ̴̥̪̜́̾̄H̸̙͚͊̕Ė̵̦̩Ṟ̴̃̉̀Ơ̷̱͎̇ ̴͙̓͆Ḧ̴̠̺̳́́Ẽ̶̞̬R̵͉̘͓͋E̴̳̓͋ͅ!̸̤͛͝!̷̥̊!̵̨̘̥̀͋" 

"I CALL BULLSHIT ON THAT!!!" Amalgatron turned it's head... Only to be struck by a powerful projectile that actually caused it harm. A noticeable hole was present on it's face before it healed instantly. 

"W̷̺̗̏͂͜H̶͖͖̫͋͐O̴̳̅̏͋ ̶͇͉͔̏̽͝Ḍ̴̻͋͘͜A̵͕̾́͘R̶̮̣̅͐E̵̱̣̓̍S̵̮̳̏?̴̟͓̘͆͋!̷̤͑̚̕!̵̘͊̀̀͜!̵̖̃" 

"THAT WOULD BE ME!" Amalgatron turned it's head and saw the one person it hated most in the world. 



Tony Stark, in a brand new type of armor. It appears that the liquid gave his armor some upgrades, "LOOKS LIKE YOUR LIQUID GAVE ME SOME UPGRADES! GUESS YOU COULD SAY THAT I'M A SUPERIOR IRON MAN NOW!" 

Amalgatron screeched as it fired another laser from it's maw, which engulfed the Superior Iron Man. Everyone expected him to be dead, but once the beam ceased everyone was shocked to see Tony hovering there, simply dusting himself off. 

"Is that all?" Tony mocked with a fake yawn before a blue aura surrounded his entire body, "Okay then, my turn." Superior Iron Man then boosted forwards at speeds equivalent to the speed of light and shot straight through Amalgatron's head. 

The beast screeched as Tony came out on the other side. 

Superior Iron Man turned around and fired several missiles and lasers from his new armor, each of them doing some form of damage to Amalgatron. The monster let out an ear piercing screech as it's body came under fire. 

Once the attacks ceased, Amalgatron turned it's body to face Tony, "Ȉ̷͖̯̍'̵̻̹̀͛̕L̷͓̰͝L̵̤͗ ̴̛͈͜K̷̨͛̋͠I̵̞̖̿͜͝L̷̺̣̔L̴̲̫̘͌ ̴̦̈́̊Y̶͔̘͔̒Ô̵̧̪Û̶͔!̶̤̈͘!̸̻̻͚͌!̷̖̞͖̿̚" 

Tony simply shook his head, "No, I don't think you will." He then dove down and flew straight for Amalgatron's chest, "You're my mistake. It's time I corrected you." Tony pierced right through Amalgatron's chest, metallic liquid spraying from the gaping hole in it's chest. 

Tony shot out of Amalgatron's back with the Space Stone in hand. He tightened his grip on it as he turned to face Amalgatron, who was starting to fall apart. The metallic monstrosity gazed at it's hand as it began to melt down into nothing but liquid. 

The same could be said for it's entire form. 

It's entire body began breaking apart into nothing but liquid, it was dying. 

"Ń̴̨̟͂Ö̸͎̟́̐O̵̝̜̓̊Ó̵̖͈̄O̷̟͗!̶̭̭̓̄!̸͚̎́̄!̴̟͙͑ ̵̯̰̑̐ͅṮ̴̞͚̀͆̽H̸͖̬̘̽̃̀I̴̥͎͚͋S̷̨̩͚̃̚.̴͓̌́͌.̸̫̅̏͒.̷̩̜͎̿C̴̦̜̈͑̃͜A̵̟̟̮͂̿̽N̵̢̤̬̂̈́Ń̴̖̹̞͠Ỏ̷̎͜͝T̷̢̙̒.̸̲̲̫͒.̸̨̈͗̆.̷̡̞͍̄.̸̺̖͛͋B̷̛͉͍̼̋E̵͎͋͋͘!̶̖͕͂̇!̵̰̗̝̏̒͑!̸̗̑" Amalgatron exclaimed as most of it's body turned into a puddle. 

Tony folded his arms, "Seriously? After all these years you never knew what always happens to the villain?"

"B̴̥̹̈́Ủ̷̡͖̫̈́T̷͕̭̕͜.̷̢̇̉̍.̵̞̓.̴̬̺͆̆.̸̧̳͕̋̃̔.̷͙̑̈́I̵̛̥͗ ̵̀͋̀ͅṰ̶̯͂̉̃Ḧ̵̙͕́͘O̴̧͛̊Ų̵̲̀̈́G̵̗̃H̵̢͚͋̍T̷̛̞͐̓ ̵̩̇͆Ĩ̵͍͌̚ ̵̦̮͛̃̚Ẉ̷͑͛͂͜Ȁ̶̟̹S̵̯͉͈͗͝͠.̷̢̻̍̄.̵̠̂̋.̵͔͖̓͆̕.̷͕̤̈.̷̢̅̈́̆T̸̠͛H̴̰͖̄E̸͚͂ ̸̩͙̈́H̸̞͝É̵̙R̶̦͕̓̀Ŏ̵̫̅̍!̴̮̀̌̌!̴̢̱͒̅!̴̟̆̊" Amalgatron let out one last screech until it became nothing but a wet, metallic puddle on the roof of The Triskelion. Tony panted as he slowly descended to the ground with the Space Stone in hand. 

(End song) 

Tony landed on the ground and fell to one knee. He did it. He got the Stone and fixed his greatest mistake. "But it's not over yet, ARGH!!!" Tony was then struck in the chest as he was getting back up to his feet. His grip on the Stone was lost as it flew right into the hand of the one who struck him. 

Black Dwarf. 

The villain laughed as Tony landed on the ground harshly. 

The Superior Iron Man was getting up to his feet, but stopped when another of Thanos' ships slowly made its way through the clouds. Tony's head snapped toward Black Dwarf, who was suddenly surrounded by a blue beam of light. He was going to get away. 

Tony boosted forward and outstretched his hand to try and get the Stone... But he was too late as Black Dwarf shot up into the air, and presumably, into the ship. As Tony skidded across the ground, the ship went into Hyper Speed and flew away. Everyone was in disbelief. They had failed. 

Shadow tightened his fists while Hulk stomped on the ground in anger. Magneto looked away in displeasure while Loki looked down at his feet. Tony, who was taking it the hardest, fell to his knees... 

And screamed bloody murder into the heavens.
> Grasping Reality
> --------------------------------------------------------------------------

As soon as the beam of light struck the ground, Knuckles instantly marched down the stone steps leading up to the Master Emerald so he could be front and center for the incoming attack. Professor X looked up to the sky where one of Thanos' warships hovered over Angel Island. 

Captain America saw Knuckles and decided to march alongside the Echidna to confront whoever had come to take the Reality Stone. Natasha Romanoff, who was standing next to Pinkie Pie, quickly scratched the back of Pinkie's ear, to which the Pony purrrrred like a kitten... For some reason. The spy then stopped scratching Pinkie's ear and walked alongside Cap and Knuckles. 

Cozy simply rolled her eyes, to which Electro took notice and turned to the evil Filly, "Wait, hold up a second here. How old are you? Are you even old enough to drive?" He asked, genuinely confused. She ignored the villain as the beam suddenly shot back up to the ship, and in its place stood the leader of The Black Order. 

Corvus Glaive. 

Captain America, Black Widow, and Knuckles the Echidna stood in front of the villain, determined to make sur that he doesn't pass. The four individuals simply stared at one another, not a single word was spoken between them. Corvus' eyes weren't focused on them, however, they were focused on the capsule next to the Master Emerald. 

Finally, after what felt like an eternity of silence, Corvus finally spoke, "My master has tracked you across the great void to reclaim what is his." He pointed his Glaive towards the heroes and made his threat, "Return the Infinity Stone to me at once... Or suffer for all eternity." 

Knuckles growled defiantly, hating how this guy thought that he could come onto HIS island and make demands of him. This was his home, and was going to defend it, that's for damn sure, "Listen, chump! You come onto MY island, threaten me and my friends, and you actually expect me to just give you the Stone?" The Echidna scoffed as he folded his arms over his chest, "Well to be frank, you can go to hell." 

Corvus quirked an eyebrow, "And THAT is your final answer?" He of course knew that they weren't going to change their minds, but he thought that he'd give them one last chance before he slaughtered them. 

"Tell Thanos he might as well retreat," Cap declared, pointing directly at Corvus Glaive with his index finger, "Because he is NEVER getting his hands on those Stones." The Star Spangled Man adjusted the strap on the underside of his shield, tightening it around his forearm. 

Natasha unholstered her Pistols and aimed them right at Corvus' head. Behind the group, Silver, Human Torch, Electro, Cozy Glow, and Vulture shot upwards into the air while Colossus, Juggernaut, Blob, Rhino, and The Thing stood side by side, ready to smash some heads. 

Pinkie took out her Party Cannon from her mane and planted it on the ground while Toad, who was standing right beside her, licked his lips with what used to be a full tongue thanks to Wolverine cutting it in half with his claws. Lady Deathstrike grinned as Sabretooth unsheathed his claws, licking his teeth with his tongue. 

Mystique stood beside Charles Xavier, glaring daggers at the unwanted presence on Angel Island. 

They all stood against Corvus Glaive. 

If they stood against Corvus, then they stood against Thanos. 

And those who stood against Thanos were fated to perish. 

The villain chuckled at their resistance. It was honestly adorable how they thought that they could prevent the inevitable. "No matter how hard you try, you cannot hope to protect the world, let alone the universe from what is said to be destiny." 

Natasha kept her stern gaze on Glaive, her fingers pressing gently on the triggers. If he showed even the slightest sign of attacking, she was going to light him up. "You're right." She admitted, actually catching Corvus off guard. He was about to ask what she meant but she cut him off, "We may not be able to protect the world." 

"But you can be DAMN sure that we'll avenge it!" Cap finished for her, to which all of the heroes shouted in agreement. 

Corvus Glaive merely laughed in their faces, this was amusing to him. 

"How can you hope to avenge the world when you'll be dead in a few moments?" 

The sound of Electro's laughter caught Corvus' attention. The leader of The Black Order set his sights on the electric villain, glaring daggers at the laughing criminal. Eventually Electro's laughter died down, although not completely as he kept chuckling to himself. 

Electro then spoke between laughs, "H-How do you expect to do that?" He asked, curious as to how Corvus could kill all of them alone. "In case you're too dumb to notice, but you're outnumbered!" 

"YEAH!" Pinkie piped up loudly, "We brought a few friends to help us out!" 

A coy smirk found its way onto Corvus' face, it was true that he had come to Angel Island alone. But that's because he WANTED to come alone. It was then that Corvus made a declaration that sent showed how serious he was, "You should've brought more." 

 

Without any indication, Corvus Glaive zoomed forward and brought his Glaive down on Captain America's shield, which Cap raised to protect him from Glaive's strike. Steve managed to push Glaive back as Knuckled darted forward to deliver a knuckle sandwich to the invader. 

But Corvus moved his Glaive to protect himself from the attack and then proceeded to lean back slightly so he could get Knuckles in a position so he could kick him in the guts. As Knuckles soared across the grassy landscape, the other defenders of Earth rushed forward, united as one. 

Glaive grinned before he rushed head on into the crowd of super beings. Once they clashed, Corvus met Rhino head on, stabbing the villain in the shoulder with his namesake. Glaive then bent over backwards to avoid a Haymaker from Colossus, which hit Rhino instead of Corvus. 

Glaive removed his Glaive from Rhino's shoulder and then quickly sidestepped to the left to avoid an electrical blast from Electro, which ended up hitting Toad, who tried sneaking up behind the alien. Toad screamed as his body convulsed due to the electricity. 

Corvus laughed joyously as he Roundhouse Kicked Toad in the face, knocking the Mutant to the ground. Already knowing that he was exposed, Corvus Glaive snapped his body around and deflected the incoming fireballs and Metallic feathers with his Glaive. 

Thanos' right hand grinned as Human Torch and Vulture prepared to attack again, but Corvus stopped them before they could even act by throwing his Glaive right into Vulture's right wing. The villain screamed as he spun towards the ground, Corvus' Glaive zooming back to it's master. 

Johnny Storm's eyes shrunk to pinpricks when he finally realized that Corvus was leaping right towards him. He quickly released a burst of fire that sent Corvus back down to the ground. The alien invader slid across the ground before he was stabbed from behind by Deathstrike, her Adamantium fingers piercing right through Corvus' torso. 

Before Corvus could free himself, he was suddenly flying over Deathstrike's head, due to being kicked in the head by Black Widow. Corvus flipped through the air a few times before he was suddenly held in place by Silver's Psychokinesis. He struggled to break free, but Silver was making sure that he couldn't escape. 

"Nngh!!!" Silver grit his teeth as he started to lose his grip on Corvus. "I... CAN'T HOLD HIM FOR MUCH LONGER!!!" Silver didn't have to wait long, since Pinkie suddenly popped up in front of the now immobile Corvus Glaive. 

"Hi! I'm Pinkie Pie, here's your daily dose of cupcakes for the day!" Pinkie shouted as she pulled out a cupcake from her mane and slammed it into Corvus' face. As icing slid down the villain's face, he failed to notice Juggernaut behind him. He was then rammed in the back by Juggernaut, which broke him out of Silver's hold and sent him flying across the air. 

Corvus repositioned himself so he could land with his feet on the ground. 

The stab wounds in Corvus' chest closed, much to Cozy Glow's confusion, "HEY! THAT'S NOT FAIR!! HOW ARE YOU DOING THAT?!" 

"Insolent child! As long as my Glaive remains intact, I remain immortal!" Glaive revealed before he shot upwards and shoulder charged Cozy back down to the ground. Corvus landed back down on the ground and quickly turned around to block an incoming kick by Mystique. 

Glaive grinned before he zoomed away, causing the Mutant to stumble a little bit. Before she knew it, she was shoulder charged in the back by Corvus, which knocked her to the ground, kicking up dirt where she landed. 

"Sooo, what you're sayin is that we gotta break that stick of yours to actually get the job done?" The Thing said from behind the villain, smashing his fists together as he slowly approached his enemy. "Heh, sounds easy enough." 

Corvus rolled his eyes, clearly not amused, "You won't even get the chance." Ben Grimm charged forward and reared back a punch. Thing threw the punch, but Corvus smacked Ben's fist away with his Glaive before crouching down and delivering a nasty punch to Ben's stomach. 

The Thing keeled over, holding his midsection as Corvus readied his Glaive. 

"HEY UGLY!!!" Corvus turned around to see Blob and Knuckles charging towards him. Glaive chuckled, this was too easy. Glaive waited until they were close enough before he jumped right over their heads, the both of them crashing right into The Thing and knocking him to the ground. 

Glaive felt a smirk grow on his face as he marched towards the alter where both the Master Emerald and the Reality Stone were located. Cap, who was checking up on Pinkie, looked up to see Corvus marching right towards the Infinity Stone. Captain America tightened his fists before he hurled his shield right at the villain. 

Corvus was walking up the stone steps, he was so close, victory would be his. 

But that train of thought was broken when he heard the sound of something rushing through the air behind him. He turned his head and was then smacked in the face by Captain America's mighty shield. Glaive staggered as Steve Rogers sprinted over towards the alter, catching his shield as it returned to his arm. 

Before Corvus could recover, Cap threw his shield again, this time hitting Glaive in the chest. Cap ran up two steps at a time as he caught his shield once more. Once he was close enough, Captain America placed his shield in front of him and charged Corvus head on. 

Corvus was struck in the chest by The First Avenger's shield, which sent him crashing into one of the stone columns surrounding the Master Emerald. Glaive groaned in pain as he fell to the ground unconscious, his Glaive resting beside his fallen form. 

(End song) 

Captain Rogers stared down at the stone floor as he panted heavily, falling to one knee to catch his breath. He turned his sights forward and saw Corvus Glaive on the ground, knocked unconscious from the battle that just took place. A small smile found its way onto his face. 

They did it! 

They protected the Reality Stone and stopped Corvus Glaive. 

But for some reason he didn't feel relieved, matter of fact, he felt like something was off. He had questions for what had just transpired. 

Why would Corvus come to Angel Island alone? 

Why didn't he put up that much of a fight? 

Why was this too easy? 

Cap's eyes widened as realization hit him like a freight train. This was too easy because he WANTED it to be easy. He was defeated easily because he willed it! It was so simple! 

After all, reality is nothing but a plaything with the Reality Stone! 

Suddenly, everything around him morphed and changed as a red wave engulfed all of Angel Island, revealing the mask that the Reality Stone had made. Instead of the green, lushes, island he arrived on, it was replaced by a charred, blazing inferno. Cap looked around to see his comrades on the burnt grass, beaten to an inch of their lives. 

The skies around the Island were blood red, flames dancing everywhere he looked. 

Cap then turned his attention to the Master Emerald alter with horror plastered on his face. Knuckles laid there, groaning in pain... But Corvus Glaive was gone. 

And much to Captain America's despair, so was the Reality Stone.
> Out Of Time
> --------------------------------------------------------------------------

The cobblestone beneath the marching army of Doombots cracked as their metallic feet stomped on the ground. The streets of Latveria were overrun with thousands and thousands of Doombots, all of them marching towards the borders of the country. The citizens of the nation were all hiding out in their homes, as per their rulers orders. 

Families hid under their beds, gathered in their living rooms huddled together, or inside their panic rooms as Doom's voice sounded off throughout various speakers in Latveria. 

"My subjects, heed Doom's words with the utmost care." Doom's message played through the speakers, "Our nation is under siege, invaders from the stars wish to storm our land and destroy anything in their path. As this announcement plays, my army of Doombots march through the streets of Latveria towards our country's borders to defend us. It is imperative that you gather with your families inside your homes, lock the doors, and maintain absolute quiet. This is not a negotiation, this is a direct order from your lord and master. This is the word of Doom. Heed them." 

The announcement played on an endless loop, sounding off for all of Latveria to hear. For if there is one thing that Doom cares more for other than himself, it is his country. 



 

Inside Castle Doom, or as it's known to the Latverian Populace, Doomstadt, sat atop his throne was Doctor Doom. He leaned back into his throne with his fingers interlaced with one another, pondering his next move as he stared at the holographic projection before him. 

It showed that one of The Black Order's ships had breached Latverian airspace, but it didn't show any signs of aggression. It simply hovered there, looming over the nation of Latveria. Doom pressed a button on the arm of his chair and shut off the hologram. 

Doom then rose from his throne and walked down the steps and out the door, deciding to head to the front lines to defend his nation. If there was one thing that Doom was known for, it was getting even with those who have wronged him. He vowed to take vengeance on The Mad Titan, starting by killing the lieutenant he sent knocking on his front doorstep. 



 

Vector the Crocodile slammed his hands over his ears as the message made by Doom played again for what seemed like the millionth time. "Argh, this message is startin' to get on my nerves!!!" The Crocodile whined, much to the annoyance of his fellow allies. 

"Vector," Espio started, gaining the Croc's attention, "Focus on the task at hand. The enemy is looming over us." 

"Literally." Nova Prime muttered as he hovered over the group with his arms folded. "Hey, should HE be here?" Nova asked as he pointed to Charmy Bee, questioning why one so young was on what was soon to be a warzone. 

Charmy, taking offence, flew over and got in Nova's face, "HEY! I may be small, but I can hold my own when I need to." Charmy declared to the Prime member of the Nova Corps. 

Vector nodded as he removed his hands from his ears, "It's true. He may not look like much, but Charmy's tough, he can handle himself." 

Tempest, having had enough of waiting, decided to march forward ahead of the group. Mr. Fantastic, catching wind of this, decided to walk alongside her, "Is something the matter, Ms. Shadow?" Reed asked in concern. 

Tempest sighed and looked down to the ground, "I'm just tired of sitting here doing nothing." She replied with a hint of impatience layered in her voice. She then pointed her hoof up towards the looming ship above Latveria, "Our enemy is already here, doing absolutely nothing, and we're just sitting here doing nothing! It's ridiculous and we should take advantage of this!" 

Reed, to Tempest's surprise, nodded in agreement, "I completely agree with you. But that is exactly what they want us to do, we cannot give them the satisfaction of falling into their trap." Reed placed a hand on Tempest's shoulder, comforting the Pony, "We need to wait for them to make the first move, otherwise we may as well just hand the Stone over to them." 

Tempest wanted to make a rebuttal, but sighed in defeat. Mr. Fantastic did have a point, a valid one at that. She relented and nodded to the Smartest Man Alive, "I don't like it, but you have a point." 

While those two talked, Amy took notice of Rarity and walked over to check on her friend, "Hey," The Hedgehog greeted, gaining the fashionista's attention, "You okay?" 

Rarity gave her friend a small smile, "Oh... Yes, darling, I am well." She feinted confidence when in actuality, she was terrified.

Amy, not buying it, placed her hand on her hip and gave Rarity a coy smile, "Rares, I hate to tell you, but you are a TERRIBLE liar." 

The Unicorn sighed, she was right. 

Rarity looked Amy dead in the eyes and said, "Okay, I am absolutely PETRIFIED! This isn't like anything I have ever faced before, I don't think I can do this! I don't know how I'll be able to help you all! I mean, you're all individuals with extraordinary powers, I am just a Unicorn with a job in designing clothes! I'm not cut out for this... Barbarism!" 

Before Rarity could have a panic attack, Amy stopped her by embracing her in a hug. Broken out of her stupor, Rarity returned the hug. 

"Better?" Amy asked as she departed from the hug. 

Rarity nodded, "Y-Yes... Thank you, Amy." 

The pink Hedgehog placed a comforting hand on Rarity's shoulder, "Listen, Rarity, I don't have any powers and I'm here standing by your side. I'm not like Sonic who laughs in the face of danger, but I know that in my heart that with hope, we can win the day. Plus, you're an Element of Harmony, you've saved Equestria so many times! Whether you believe it or not, you are a hero Rarity, and you belong here with the rest of us." 

Rarity smiled at her friend, she was so grateful to have a friend like Amy Rose. 

"HAH!" A sudden laugh caught their attention, causing them to turn around to face Chrysalis, who was laughing at the display of friendship, "What a bunch of sentimental garbage! To think that weakness like THIS is in our ranks is utterly revolting!" 

Rarity and Amy looked to one another and smirked before turning to face the Changeling. 

"Remind me, who was it that lost to this supposed, sentimental garbage?" Rarity asked with a shit eating grin on her face. 

"Not once, not twice, not three times, but FOUR times?" Amy added, applying more salt to the wound. 

Chrysalis replied with a loud hiss and then proceeded to walk away, grumbling under her breath. 

The two friends laughed together, relishing this moment while they could. The moment was ruined as a loud noise originated from the ship above them. All of the heroes and villains gazed upwards to see what the ship would do. 

Ghost Rider glared intensely at the spacecraft, "It is time." 

The army of Doombots parted as their master walked towards the front of the group, not taking his eyes off of the ship as it shot down a beam of light from its underside. Doctor Doom stopped in front of the group and folded his arms, his cape flapping with the gust of wind the beam created. 

Once the beam ceased, Ebony Maw slowly walked forward with his hand folded in front of him. Everyone stood on guard as they waited for Maw to make his move. The Telepath suddenly stopped just in front of the group and looked to each of them with curiosity in his eyes. 

Maw cleared his throat before he amplified his voice for everyone to hear his proclamation, "HERE ME AND REJOICE! YOU ARE ALL ABOUT TO DIE BY THE HAND OF THE BLACK ORDER! YOU MAY THINK THIS IS SUFFERING, NO. IT IS SALVATION! THE UNIVERSAL SCALE TIPS TOWARD BALANCE BECAUSE OF YOUR SACRIFICE!" 

Rarity, in an act of defiance, stomped her hoof on the ground and glared daggers at Maw, "In what maddening view point is GENOCIDE a step towards balancing the universe?!" She demanded to know, genuinely baffled by the prospect of mass murder helping the universe. 

Ebony Maw smiled, tapping his fingers together twice, "THROUGH VIOLENCE AND GENOCIDE, THE UNIVERSE SHALL PROSPER! YOU HEROES TRY TIME AND AGAIN TO MAKE THE UNIVERSE BETTER, BUT YOUR HUBRIS BLINDS YOU TO THE TRUTH!" Maw declared, his voice amplified throughout all of Latveria. 

"And what truth, and I use that term very loosely, would that be?" Dr. Stephen Strange wanted to know what this mad man meant, already knowing that he wouldn't like the answer. 

"I SEE NO POINT IN INDULGING THE LIKES OF YOU!" Ebony Maw refuted, "ALL YOU SHALL KNOW IS THAT THANOS DEMANDS THE STONE! AND HE SHALL HAVE WHAT HE SEEKS, NO MATTER HOW MANY RESIST!" 

"You dare to set foot in Latverian soil, threaten my people, and dare to stand there spouting such nonsense?" The booming voice of Victor Von Doom said aloud to Maw, causing the villain to set his sights on Doom as he continued, "For your insolence, I shall send you back to the Titan piece by piece. None make demands of Doom and lives." Doom pointed his finger towards Maw, who still held the grin on his face, "You have sealed your fate this day." 

Ghost Rider unwrapped his chain from his shoulder, setting it ablaze as he dragged it across the grass, "All of the souls you have taken in your lifetime demand vengeance!" His eyes lit up in flames, showing his burning passion for vengeance, "You and your master shall suffer the fate of a thousand deaths!" 

"This world may be made up of three separate universes." Amy started as she tightened her grip around her hammer. 

Espio took out his Kunai and held it between his fingers, "But it is still OUR world!" The other members of Team Chaotix nodded and grunted in agreement. 

Tempest lit up her broken horn, magic lightning crackling on her forehead, "And you are threatening our world!" Tempest added, "And that shall not stand!" 

Mr. Fantastic enlarged his fists and outstretched his arms, "You're going to pay for everyone you've hurt." 

Nova Prime charged himself up, a blue, fiery aura surrounding his form, "For the deaths of my fellow Nova Corps." 

"As a protector of Equestria and a fellow Element of Harmony, I solemnly swear that you will not succeed!" Rarity lit up her horn as she made her declaration, "We will not fail this world! Not now... NOT EVER!!!" Everyone, sans Doom and Chrysalis, all shouted in agreement, refusing to back down. 

Ebony Maw quirked an eyebrow curiously. This was to be expected, of course, but he was still curious nonetheless. These creatures had heart and soul, which Maw found absolutely revolting. The Maw simply raised his left hand and bent both his index and middle fingers forward. 

The order was given. 

Maw's ship sent down hundreds of beams down onto the ground, releasing the Outriders from their cages. Hundreds of terrible screeches could be heard behind Maw, who simply smirked at his adversaries, "THIS IS YOUR FINAL WARNING! SURRENDER THE STONE, AND I SHALL GRANT YOU THE HONOR OF DYING BY MY MASTER'S HAND!" 

Rarity, usually hating such brash language, decided to give the only fitting answer. 

"Go to Tartarus." 

Maw simply chuckled as the ground beneath him broke and raised itself into the air. Ebony Maw had used his telekinesis to create himself a floating platform. He hovered over his army of Outriders as he faced down the opposing army before him. It was time to get what he came for, no matter how many people he had to kill to get it. 

"Kill them." Maw ordered his army telepathically. 

He didn't even have to ask. 



The army of Outriders cried out as they charged forward toward the Latverian borders, kicking up dirt as they scurried across the grass. 

Doom lit up his hands, as did Dr. Strange, magic pulsing from their fingertips. "DESTROY THEM ALL!!!" Doom lead the charge as everyone let out a battle cry and charged forward towards the swarm of Outriders. Chrysalis flew alongside Nova Prime, her jagged horn glowing with magic and Nova's body pulsing with power. 

Reed Richards extended the length of his legs so he could run a greater distance, running over both Tempest and Espio as they charged forward. Alongside them was Amy Rose, who was running behind Rarity and Vector. Ghost Rider reeved up his bike and rode past them, a trail of fire burning behind him. 

Charmy Bee buzzed through the air in front of the group, but not behind Doctor Doom, who was leading the charge towards the invading forces. Dr. Strange hovered above him, two Mandela Discs appearing in his hands as he flew through the air. 

Along with the army of Doombots behind them, the two armies met. 

Doom instantly took to the air towards Ebony Maw, "THANOS' LAPDOG IS MINE!!!" He flew over Strange, who threw the two Mandela Discs downward, slicing two Outriders apart as Charmy zipped through the army, stinging as many Outriders as he possibly could. 

Ghost Rider mowed down some Outriders as he swung his chain over his head, eventually throwing his chain around the neck of an Outrider and giving it a mighty tug, decapitating the invader. As several Doombots fired lasers from their fingertips, Rarity shot multiple Outriders in the chest with blasts of magic. She may not be as powerful as Twilight, even when she was still a Unicorn, but she could still hold her own. 

Vector snapped his maw around the head of an Outrider as Espio hurled his Kunai at an incoming Outrider, Tempest zapping another Outrider that tried attacking the Chameleon from the side. Mr. Fantastic stepped on a group of Outriders with his massive foot before stretching his arm downward and punching the ground. 

Nova Prime, who was flying just above the ground, tore through any Outriders in his path. Chrysalis laughed maniacally as she pierced an Outrider in the chest with her horn. She then shot up into the air and hurled the dead alien to the ground with a flick of her head. 

She then landed back down on the ground and morphed into an Outrider, snickering as she ran alongside the others. But her disguise didn't last, since any Outrider she came close to got a whiff of her sent. They could smell that she wasn't one of them. 

To say that Chrysalis was in danger would be an understatement. 

She began to sweat as several Outriders turned and swarmed around her. She quickly changed back and tried to fly away, but an Outrider grabbed one of her legs as she took flight and slammed her to the ground. She groaned as she flipped onto her back. 

Chrysalis braced herself for the end. 

But she suddenly found herself covered in Outrider blood. 

She opened her eyes to see Ghost Rider zooming past her on his bike. He had saved her. Why? She would have to ask that later since she had to focus on the battle at hoof. 



 

"This is becoming tedious." Maw said in a bored tone as he waved away another of Doom's magic blasts. 

Doom boosted forward through the air and tried punching Maw in the face, but the alien simply raised a hand and held him in place. 

Maw smiled as an idea came to him, "I wonder, Human. What exactly goes on in that mind of yours?" Ebony closed his eyes as he tried entering Doom's mind. 

Big mistake. 

The Maw suddenly cried out in agony as he held his head in his hands. Doctor Doom broke free of Maw's hold and didn't hesitate to blast the alien in the chest, sending him flying back away from him. 

Doom proceeded to fold his arms as Maw recovered, "None shall enter Doom's mind. Ever." 

Maw scoffed, "I don't need to enter your mind, mortal." He then smiled darkly, "I just need to keep you here long enough for my plan to execute itself." 

A sudden explosion caught Doom's attention. He turned around to see that Maw's ship had opened fire on Doomstadt, destroying the upper half of his castle. A fury of rage had entered Doom as he turned around... Only to find that Maw was gone. 

Victor clenched his fists as he suddenly made a beeline for Doomstadt, "No one makes a mockery of Doom and lives." As the Latverian monarch flew closer to his castle, he saw that his lab, throne, everything had been reduced to rubble. It was then that Maw came into view, with the Time Stone in hand. 

Doom put his thrusters to full power, but it was already too late. 

Maw smiled as he enclosed his fist. 

All of Doomstadt exploded, the resulting shockwave sending Doom spiraling through the air. He recovered and looked on as his home crumbled to the ground, Ebony Maw nowhere to be found. 

As was the Stone. 

Doctor Doom lowered his head as he clenched his fists. Maw would pay for this dearly. 

As would his master. 

No one makes a fool of Doom and lives to tell the tale. 

(End song) 



 

"WE'VE GOT MOVEMENT UP ABOVE!!!" Shining Armor informed his fellow guardspony's as the clouds above the majestic city parted. 

Celestia and Luna walked through the army of guards, with Rainbow Dash and Captain Marvel trailing behind them. Their eyes widened as the ship tore through the clouds. But this ship wasn't like the others. No. It was bigger. RD began to sweat nervously, slowly leaning towards Carol Danvers. 

"Ummm... Is that--" 

"One of The Black Orders' ships?" Carol finished for her. Rainbow nodded, but suddenly felt dread when Carol shook her head, "No. It's much worse." 

"How much worse?" Luna dared to ask. 

Carol pointed to the ship with her hand, the silence was agonizing, "THAT... Is the Sanctuary II. Thanos' ship." 

Everyone gasped, besides Doc Ock and his fellow villains, and looked up in horror. 

"Th-Then... That means..." Rainbow couldn't even finish her sentence. 

All of a sudden, a beam of light shot down at the edge of Canterlot. Shining and the other members of the guard readied themselves, but Carol knew that what they were facing wouldn't be able to be beaten with mere spears and spells. She clenched her fists as a golden boot stepped out of the light. 

Everyone looked on in horror before Carol broke the silence with a sentence nobody wanted to hear. 

"Thanos is here."
> Struggles Of The Soul
> --------------------------------------------------------------------------

 

Out from the beam of light, out stepped a golden boot, the concrete cracking in a web like fashion as The Mad Titan walked out of the light. Thanos tightened his grip around the handle of his double ended blade, yellow electricity crackling on the blade itself. 

Thanos had a chilling smile on his face that even made the likes of Celestia and Luna shiver with fear. In fact, everyone present felt the dread and despair Thanos had brought with him to Canterlot. Celestia and Luna maintained their looks of bravery, but it was nothing but a mask. 

They had faced down many threats before, Sombra, Chrysalis, Tirek, The Storm King. But whatever they felt when they faced down those threats was NOTHING compared to the utter terror they felt now. Fluttershy had looked like she was about to pass out, and surprisingly, so did Applejack. 

She was actually shaking. 

She looked down at her hoof and saw it shake violently, she had finally realized how terrified she was. 

Discord shielded Fluttershy away from harm, determined to not let any harm come to her. Although he didn't show it, but he was utterly terrified at what the Titan could do to Canterlot, to Equestria.... To Fluttershy. Cadance, surprisingly, felt some form of love in Thanos' heart. 

But it was an ugly love. An obsession. A will to do anything to get his desire. It made Cadance sick to her stomach, this wasn't love. It wasn't anything like love at all. Shining Armor held his wife close to himself, he and pretty much all of the guard were terrified, but he wouldn't give this monster the satisfaction of knowing that. 

Miles Morales was scared out of his mind. He could barely beat The Tinkerer, how could he stand a chance against THIS? Doc Ock maintained his composure, as did Mysterio and Scorpion. Captain Marvel wasn't afraid, but she was weary. She knew what Thanos was capable of, the destruction he could cause in his wake. 

She overestimated herself last time. 

She wouldn't make that mistake again. 

Rainbow Dash could have sworn that her soul had left her body. This was it, he was here. The being that was capable of so much death and destruction. She felt tiny compared to him. She was beginning to doubt herself, her ability to protect her friends and her home. 

She was shaking like a leaf, her eyes the size of pinpricks. Sweat pouring down her forehead. 

Rainbow Dash, the most awesome Pony in Equestria... Was scared. 

The beam of light returned to The Sanctuary II, Thanos stood before Canterlot's forces with a twisted smile on his face. Not a sound was made, not a word was spoken. The only hint of sound was the noise of the wind blowing through the air. There was no hiding it anymore, this was the moment they had all been preparing for. 

They had an army behind them. But what scared them all to their core was the fact that there was no army behind the Titan. No Outriders. No Black Order. 

Just him. 

And them. 

Thanos chuckled, his deep voice reverberating throughout Canterlot. It was the first sign of noise since he had arrived, they were scared. 

Good. 

(End song)

"I am Thanos," The Mad Titan had announced, his enemies hanging on every word he spoke, "I have arrived in your land of peace and prosperity to collect the Infinity Stone in your possession." He took a step forward, causing everyone to flinch involuntarily, "I doubt that your hubris knows the true capabilities of the Stone in your care. It's true purpose... To set the universe back to its natural state." Thanos then gestured around him with his arms outstretched, "Hand over the Stone and I shall spare your kingdom by not sending this kingdom crumbling down this mountain side. If you resist, then I shall make you suffer in ways that will make you BEG for the sweet release of death." 

The fact that he was saying this with a smile on his face was haunting. 

Thanos continued, "Your land is my ideal vision for the universe, thriving in peace and prosperity. Children's laughter echoing throughout the air, clear skies day in and day out. No more hunger, no more wars, complete peace." Thanos' face then turned deadly serious as he returned his gaze to the ones before him, specifically Celestia and Luna, "Please, do not throw away what you have here for a universe that is already dead." 

All was silent once more, how could they respond to that? What could be said? 

Rainbow, finally finding the courage to utter a single word, scoffed in utter disbelief and shook her head, "Y-You're freakin' crazy." 

"He's not crazy." Miles corrected from behind the prismatic mare, "He's MAD." 

That actually managed to get a small laugh from Thanos, "Mad, that's what my people called me when I proposed my crusade to The Elders of my world. But they were too stupid to see what was clearly in front of them. But they turned me away, they died out." Thanos' face turned into a horrifying scowl, "Good riddance." 

"H-HOW COULD YA SAY THAT ABOUT YA OWN HOME?!" Applejack screamed out, completely baffled at how someone could be this cold, especially towards his own home, "WHAT ABOUT YOUR FAMILY?! DON'T YA CARE ABOUT THEM?!" 

It wasn't noticeable, but Thanos flinched, "My family tried to have me killed when I was born, child." He revealed, shutting Applejack right up, "My mother tried to stab me because of how I looked, she cared not for me. I felt nothing when my home eventually came to ruin. My only regret was that I didn't do it myself." 

"B-But..." Cadance finally found her voice, gaining Thanos' attention, "I-I feel some form of love in your heart." 

This actually made Thanos a little curious, "How is it you know this?" 

Cadance gulped, "I-I am the Princess of Love. I-I can feel the love in anycreature's hearts. I feel love in yours." Cadance revealed, much to everyone's shock. 

Carol was beyond confused, "What does this monster have to love?!" She turned away from the Alicorn and set her sights on Thanos, "He loves no-one!" 

"Untrue, Kree." Thanos instantly shut her down, "I only feel love for two beings in this universe. My lady Death, and my favorite daughter, Gamora." This revelation shocked everyone present, they were silent as he continued, "I would do anything for Death's affection." 

"We are aware, Titan!" Luna revealed to Thanos, "Friend Tony Stark told us all about you. How you crave for Death's affection and are willing to kill anything to get it. Yet she does not give you any in return, she does not care for you! Can't you see? Why continue on this crusade when you gain nothing from it in return?!" 

"Because, dear sister," Celestia answered for the Mad Titan. Luna turned to the Solar Alicorn as she continued, "He doesn't only want Death's affection." If looks could kill, Thanos would be ashes by now, "He believes that mass genocide is the way to save the universe." 

"Save it from what, Sunbutt?" Discord piped up, confused as to what she meant.

"Itself." Thanos answered with no hesitation. "This universe is finite, its resources finite. If life is unchecked, life will cease to exist. It needs correcting." 

"YOU DON'T KNOW THAT!!!" Fluttershy roared out in an uncharacteristic manner, shocking all of her friends. 

Thanos rolled his eyes before setting his sights on Fluttershy, "I'm the ONLY one who knows that. At least, I'm the only one with the will to act on it." Thanos then planted his double ended blade into the ground and sat down on the ground, getting comfortable and showing that he isn't threatened by them, "Do you want to know what has happened to the planets I have set foot on since I did what I needed to? The children born have known nothing but full bellies and clear skies. It's a paradise." 

Luna glared hatefully at the Titan, "Because you MURDERED half of the population!!!" She roared. 

Thanos kept his calm demeanor and replied, "A small price to pay for salvation." 

Otto rolled his eyes at the Titan's reasoning, "Congratulations, you're a prophet." He sneered sarcastically. 

Thanos wasn't expecting to get into a debate about this, but he was enjoying it nonetheless, "I'm a survivor, Human." 

"One who wants to murder TRILLIONS of people!" Mysterio countered. Although The Sinister Six were villains, they all agreed that killing trillions of people was TOO far. 

Rainbow nodded in agreement, "Maybe more since... You know... Our worlds smashed together and all." 

Thanos smiled and raised his left hand, "With all the six stones, I could simply snap my fingers," He proceeded to snap his fingers, the clank of his armored appendages sending chills down everybody's spines, "and they would all cease to exist. I call that... mercy." 

Discord scowled, the Ponies had never seen him scowl before, it was honestly unnerving, "And then what? Everyone's dead, no more 'chaos', right" He snarked as he used his paws and talons as quotation marks, "What will you do after that, you psycho?" 

"I finally rest," Thanos replied with no hesitation, "And watch the sunrise on a grateful universe. What you Equestrians need to learn is that the hardest choices require the strongest wills." He then gestured to them with his hand, "You all believe that the universe's problems can be solved with friendship. But world hunger, and war, cannot be solved with rainbow lasers, young ones. I don't blame you for not knowing that, after all, your naïve monarchs have kept that truth from you." 

Rainbow shook her head instantly, not agreeing with Thanos for a single moment, "No! They showed us a better way!" 

Thanos laughed at the proclamation before looking at Rainbow, "The universe is wide. Dimensions are even wider. Clearly your foolishness exceeds any known dimension." 

"BUT THERE IS A BETTER WAY!!!" Rainbow yelled, refusing to back down, "WHAT IF YOU GOT THE STONES AND USED THEM TO MAKE MORE RESOURCES FOR EVERYONE! WHAT IF YOU USED THEM TO MAKE AN INFINITE AMOUNT?! THERE ARE MULTIPLE WAYS TO SAVE THE UNIVERSE, YOU'RE JUST USING IT AS AN EXCUSE TO KILL PEOPLE!!!" 

Thanos' face became stern, never taking Rainbow out of his sights, "Let's say, hypothetically, that I use the Stones to make more resources. They would run out eventually. If I made an infinite amount, then people would become greedy and start wars over said resources. Thus, making my crusade pointless. The only way to ensure salvation is to wipe the slate clean. Start again." 

Rainbow didn't say another word and simply landed on the ground, her whole argument rendered useless by Thanos' calculative rebuttal. 

Thanos then got to his feet and removed his double ended blade from the ground, "As much as I have enjoyed this little debate of ours, it is time that I get what I came for." He then pointed his blade at the army before him, "Stand aside so that I may achieve my destiny, or your lives will come to an abrupt end." 

Celestia had grown tired of this and flared her wings open in an attempt to look intimidating, "Never! Your ideas of salvation are skewed and perverse! We will never let you get your hands on the Infinity Stones, you say that we are naïve, that we don't know how to truly help the universe. You're wrong! We know that in order to save the universe there must be sacrifice, so you either leave our kingdom peacefully..." Her horn shined as bright as the sun itself, "Or you will not leave at all." 

Thanos watched as all of them gathered enough courage to walk up and stand beside Celestia and Luna, standing side by side. 

Standing against him. 

The Mad Titan nodded slowly, knowing that it would come to this. They stood in his way after all, they stood between him and his destiny. That alone would not be tolerated, they had to be educated in how this was going to work. An example needed to be made. 

And who better than Thanos himself? 

"Admirable." Thanos acknowledged to the group with a nod. He held his blade by his side, the blade crackling with yellow electricity, "But mistaken." 

 

"OPEN FIRE!!!" Shining Armor commanded as Thanos started slowly walking towards them. The Royal Guard opened fire, firing blasts of magic to try and slow down the Titan. But Thanos thought of them as nothing but gnats, deflecting the various blasts of magic with his double ended blade, continuing to walk forward. 

One of the guards looked to Shining Armor nervously, "Um, sir? H-He's not slowing down..." 

Shining was about to reply, but his eyes widened in horror as Thanos quickened his pace, his stomps being heard by all. He was charging right towards them, the blade on both ends starting to glow and electrify with power. Armor took a hasty step back as he saw Thanos' face. 

It was cold. Unmoving. Stern. 

And that terrified the Unicorn. 

"F-Fall back." Shining stuttered before yelling, "FALL BACK! FALL BACK RIGHT NOW!!!" 

As the Royal Guard started to back away, Thanos suddenly leaped through the air, aiming one end of his blade downwards before stabbing the ground beneath his feet. A trail of yellow electricity tore through the concrete, splitting it apart as it drew closer to the Royal Guard. 

Cadance quickly flew over to her husband and enveloped him in her magic, teleporting them both away. 

The other Ponies tried to run, but it was for nothing as more than half of them were struck by the trail of electricity. The agonizing screams of her little Ponies was the most horrid thing Celestia had ever heard. She could only look on in horror as the electricity slowly climbed up their bodies, entering their eyes and burning them to nothingness. 

Thanos removed his blade from the ground, stopping the flow of electricity. 

More than half of the Royal Guard was dead, their eyes being burned out of their sockets as smoke left their eyeholes. The Unicorn guards had the bases of their horns charred, the skin surrounding their horns sizzling, bubbles of flesh popping on their foreheads. 

Everyone, including the villains, looked on in horror as Thanos paid no acknowledgement to the fallen, simply walking past them as if they were nothing. Celestia felt tears streaming down her face, her whole body shaking in absolute terror. Her sadness quickly turned to a burning rage as she saw Thanos smiling at her. 

She let out a scream that shook the heavens before darting forward towards the Mad Titan. 

"CELESTIA NO!!!!" Luna screamed, pleading for her not to go. 

But the Solar Alicorn didn't listen, all she saw was him, this monster. Murderer. Titan. She let out a scream of rage as she fired a massive laser from the tip of her horn. It was hot enough and powerful enough to destroy the sun if she wanted it to. But Thanos simply planted his blade in the ground in front of him and let the laser hit it.

The magic laser was split in two as soon as it came in contact with Thanos' blade. The beam split off into two separate directions, flying right off the edge of Canterlot. Celestia stopped firing and looked at the Titan with a dumbfounded expression. 

Thanos simply smiled as he removed the blade from the ground. 

Celestia just floated there. Her guard was down. 

"CELESTIA, LOOK OUT!!!" Miles shouted, but it was for naught. 

Celestia snapped out of her shocked state just in time to be blasted in the chest by a yellow beam of cosmic energy. The white Alicorn was sent soaring all the way across Canterlot and crashed right in front of The Palace. Everyone looked away from the crash sight towards Thanos, who lowered his hand, which was crackling with cosmic power. 

Luna snarled in raw anger, "MONSTER!!!!" She shouted in the Royal Canterlot Voice. The Alicorn darted forward, along with everyone else charging behind her. Luna was the first to attack, sending a midnight laser from her horn directly at Thanos. 

The Mad Titan swatted it away with his blade and seized Luna by the throat once she was close enough. The intergalactic villain tightened his grip around her throat and choke slammed her into the ground, creating a small crater beneath her. Not giving Luna the chance to recover, he stomped his boot right on top of her chest, the sheer impact causing the Alicorn to hack up blood. 

As her own blood splattered down onto her face, Luna saw Thanos turn his attention to his front. 

"GET AWAY FROM HER!!!" Rainbow Dash shouted as she zoomed forward at high speeds. She tried hitting Thanos in the chest, but the Titan sidestepped and grabbed her tail. Before she could do anything, Thanos slammed RD into the ground right on her back. 

Rainbow screamed, the impact made her back feel like it was on fire. 

Thanos wasn't done yet as he lifted her into the air and threw her right into Applejack, sending them both crashing on the ground. The evil Titan grinned, but it was wiped right off his face as Captain Marvel spear tackled him, taking them both into the air. 

Carol took him right out of Canterlot, right into the sky. As they flew across the sky around the mountain side Canterlot was built on, Danvers was laying right into the villain. Punch after punch, delivered right to Thanos' face, not holding back, no intention of stopping. 

She went for another punch, but she was suddenly blasted in the face by Thanos, who fired two beams of cosmic energy from his eyes. 

"INSECT!" He shouted before grabbing Carol by the throat and throwing her into the side of the mountain. 

Carol groaned as she tried to remove herself from the side of the mountain. But she never got the chance since Thanos hurled his double ended blade directly at her. It spun in the air like a propeller before slamming right into Carol, sending her crashing right through the mountain. 

Danvers crashed through the other side of the mountain and landed in the river below. 

Thanos' blade spun right back to its master, who caught it with one hand and dived down towards Canterlot. Thanos crashed down like a meteorite, his blade planted into the ground. He was about to remove the blade, but was suddenly blasted in the chest. 

Thanos rolled across the ground before planting his feet into the ground, digging trenches as he came to a stop. He looked forward and saw Cadance flying right towards him. Thanos pulled back his fist and threw a punch, but Cadance teleported away before she could get hit. 

Thanos looked confused for a moment before he heard a popping sound behind him. 

She teleported directly behind him. 

He smiled before he turned around and punched Cadance directly in her ribs, causing the Alicorn to cry out in pain as she flew into a house behind her. The house came crashing down right on top of her, smoke rising into the air from the rubble. Thanos felt a small smirk tug on his lips, but it turned to a frown when the rubble that was once a Pony's home exploded and Cadance came flying out, her horn lit up like a Christmas Tree. 

She screamed using the Royal Canterlot Voice as she fired a beam of magic from her horn. But it didn't do much since Thanos raised his hand and blocked the beam of magic with the palm of his hand. Cadance didn't let up as she added more magic to the laser, actually managing to push Thanos back slightly. 

Thanos grinned as he began to walk forward, still holding the beam in place with his hand. 

Cadance's eyes widened in fear, this shouldn't be happening! How was he doing this? She tried adding more magic to push the Mad Titan back, but no matter how hard she tried he just kept coming. Once he got close enough, Thanos used his other hand to seize Cadance by her horn, stopping the flow of magic and stopping the beam. 

Cadance looked fearful as she looked into the Titan's eyes, showing nothing but pure evil and death. The Princess of Love let out an agonizing cry of pain as Thanos tightened his grip around her horn, causing a trickle of blood to ooze out of the base of her horn. 

Thanos showed his teeth as he grinned madly. 

But he suddenly felt a slight pinch on his back, someone had struck him from behind. He loosened his grip slightly and turned to see Shining Armor and the rest of the Royal Guard galloping towards him. 

"LET MY WIFE GO, MONSTER!!!" Shining roared, fearful for what Thanos might do to his lover. 

Thanos responded by hurling Cadance directly at Shining, who caught her with his magic. He set her down onto the floor gently as the Royal Guard galloped past them. Thanos' hands lit up with raw, cosmic power. He then let loose said power directly at the Ponies before him. 

The Pegasi quickly took to the air, leaving the Unicorns to cast protective shields to keep them and the Earth Ponies from harm. But their shields instantly shattered once Thanos' cosmic beams came in contact with the shields, burning the Unicorns and the Earth Ponies to ash. 

The Pegasi looked on in horror as Thanos walked over and removed his blade from its placement in the ground. The Pegasi, deciding to avenge their fallen comrades, dove down towards their inevitable demise. Thanos let out a grunt as he hurled his double ended blade into the air. 

They didn't even have time to stop as the blade spun through the air and cut them all down. 

They were all separated from the lower halves of their bodies, their internal organs hanging from their torsos as their lower halves splattered on the ground, their upper halves soon following suit. Thanos recalled his blade as Scorpion and Miles leaped at him from behind. 

But Thanos quickly turned and not only blasted Miles away, but he also grabbed Gargan's face with his hand. 

The Mad Titan then lit up his hand and electrocuted Gargan's head, causing the villain to cry out in pain. Thanos then stopped the flow of cosmic power and sent Scorpion flying through the air, the villain crash landing into a nearby food stand. 

Thanos then suddenly felt four appendages wrap around his neck and torso. Doc Ock tightened his grip, but it didn't do much since Thanos simply engulfed his body in cosmic energy, sending an electrified current down Otto's tentacles which eventually made its way to Otto himself. 

Octavius let out a pained cry as he felt his body being electrocuted. Otto then fell to the ground as the current stopped, unconscious as his arms unwrapped themselves from Thanos. 

"BEHOLD, TITAN!!! WITNESS THE FULL WRATH OF MYSTERIO!!!" Thanos turned to see Mysterio send two giant Cobras slithering towards him. 

Thanos simply punched the ground, dispelling the illusions with his power. He then charged forward at high speeds and shoulder charged Mysterio, shattering his helmet as he tumbled across the ground. He then suddenly felt the ground beneath him shake violently. 

A sudden explosion behind him caught his attention, once he turned around, he saw Captain Marvel shoot up from the ground and hover over him, Photon Energy pulsing off of her body. 

"Ready for round two, asshat?!" Carol snarled before she fired a Photon Blast from her wrists. 

Thanos, thinking quickly, moved his blade in front of him and spun it around like a helicopter propeller. The Photon Blast collided with Thanos' blade, being blocked by the weapon. Carol let out a scream of rage as she increased her power, but Thanos kept spinning his blade. 

The ground beneath his feet shattered, small pieces of rubble slowly ascending into the air from the sheer power Carol was dishing out. The Mad Titan had grown bored of these games and quickly launched himself into the air. Carol stopped firing and looked up, only to be headbutted by Thanos as he shot downwards towards the ground. 

Danvers grunted in pain as she crashed down onto the ground, Thanos landing down in front of her and looming over her fallen form. Carol tried getting up, but Thanos planted his boot on her chest to prevent her from moving. 

"You've come a long way just to die." Thanos declared, "But it doesn't have to end like this. Join me, and not only shall I spare you, but you can join my ranks and help me save the universe. This is a one time offer, take it while you have the chance." 

Carol spat blood on the ground beside her head and turned to Thanos, "Fuck you." 

The Titan clicked his tongue as he shook his head, "Waste." He then raised his blade over his head and prepared to bring it down to kill Captain Marvel. 

He would've too, had a giant train from out of nowhere not rammed into him. 

To say that Carol was confused would be an understatement. 

The train poofed out of existence as Thanos rolled across the ground. He stopped himself from going any further by digging his blade into the ground, halting his movement. He growled as he looked straight and saw a weakened Discord panting heavily on one knee. 

"Soon come chaos." Discord said between pants. Thanos straightened himself and walked forward towards the Draconequus, his double ended blade crackling with energy. "Chaos soon comes." Discord let out a weak smile before he snapped his talons... Only for nothing to happen. He looked at his hand and snapped again. Nothing. Discord let out a hearty chuckle, "Heh, guess I've run out of juice." He stated as Thanos stopped before him. 

The Titan then kicked Discord in the chest, sending the Draconequus flying until he came rolling to a stop on the ground. Discord tried getting up, but he just couldn't muster the strength, The Convergence left him too weak to fight. He looked up to Thanos as his eyes pierced his own. 

"No more tricks." The Titan declared to the weakened Draconequus. He raised his blade, ready to end Discord's life, "No more chaos." 

"DON'T YOU DARE!!!" Thanos turned around to see Fluttershy zoom right up to his face, "YOU THINK THAT JUST BECAUSE YOU CAN GIVES YOU THE RIGHT TO HURT OTHERS!!! YOU THINK THAT IT GIVES YOU THE RIGHT TO KILL SO MANY INNOCENT CREATURES!!! WELL I WON'T LET YOU HURT ANYONE ELSE, MISTER!!! NOT NOW, NOT EVER!!!" Fluttershy then gazed right into Thanos' eyes, causing the Titan to stiffen. 

Everyone who knew Fluttershy knew what she was doing to Thanos. 

She was giving him The Stare. 

But to her despair, she was losing her hold on the Titan. He was breaking through?! Impossible! Fluttershy tried to compose herself, but it was too late as a gloved hand closed itself around her throat. 

Thanos broke through The Stare. 

"Demon!" He snarled as he slammed the shy Pegasus to the ground, the mare letting out a pained cry from the sheer impact. 

"FLUTTERSHY!!!" Rainbow cried out as tears fell from her eyes. She tried getting back up, but she just couldn't. 

Thanos removed his hand from her throat and raised his blade. He was going to kill her. Discord's eyes widened in horror as he mustered the strength to get up and dart over to his friend. 

Thanos looked down at the Pegasus with a solemn expression, "I apologize for what I have to do, little one. Know that your death shall aid to the end of the blasphemy called life." 

He then brought down his blade. 

It made contact. 

But not with her. 

(End song) 

Fluttershy, who had her eyes shut tight, opened her eyes. She let out a loud gasp as blood dripped onto her snout. But it wasn't hers. 

It was his. 

 

Discord stood over Fluttershy, Thanos' blade pierced through his torso. Fluttershy's eyes shrunk to pinpricks as blood trickled down Thanos' blade and onto her shaking form. All of the Ponies gasped at the sight before them. 

Discord had saved Fluttershy. 

The Draconequus gave Fluttershy a pained smile as blood trickled down from his mouth. Fluttershy had tears streaming down her cheeks, as did Discord. Thanos removed the blade and kicked Discord's body down to the ground. The Draconequus landed next to Fluttershy, blood spilling underneath his broken form. 

Fluttershy wasted no time in getting up and crawling over to her friend, cradling her dying friend and looking into his eyes. 

Discord smiled weakly at his friend before hacking up blood, "H-hey, Fluttershy..." He then winced at the pain, "So... This is what pain feels like? I m-must say that I... I'm not t-too fond of it." 

She was openly sobbing now, her vision blurred by her tears, "D-Discord... Why? Why w-w-would you d-d-d-do that?!" 

"Heh... A-Are you k-kidding?" He replied weakly, "I-I'd do ANYTHING to p-protect you, my dear. I-I couldn't just l-let you die." He coughed up some more blood as tears began streaming down his face, "I-I know that I h-h-haven't been the b-best kind of f-friend to you at ti-times... But... I h-hope this makes up f-f-for th-that." 

Fluttershy shook her head as she choked back a sob, "Oh, Discord... You n-n-ever needed to prove yourself to m-me! You were always m-my friend! One of m-m-my v-very best friends!" 

Discord let out a pained laugh, "I-It wasn't all bad, n-now was it?" 

Fluttershy gave him a sad smile, "No... I-It wasn't...." 

Discord smiled painfully as he held onto one of Fluttershy's hooves with his bloodstained paw, "T-That's all... I e-ever wanted to hear...." He then looked up to the sky with a smile on his face, "Huh.... F-For the f-f-f-first ti-ti-time in my life.... I DON'T want t-t-to cause ch-cha--chaos..." He looked into Fluttershy's eyes, the life dimming from his own, "I just want t-to enjoy the peace...." His grip loosened as his eyes started to close, "....And quiet...." 

His hand fell from her hoof. 

His eyes rolled into the back of his head as they shut. 

His chest stopped moving. 

His body fell limp. 

Fluttershy let out a scream of utter sorrow before she cried into the chest of her fallen friend. Behind her, Luna was crying silently, AJ had her Stenson covering her eyes in sadness, even Rainbow let a few tears fall. The loss hit them like a freight train. 

Discord. The Spirit of Chaos and Disharmony. Their friend. Was dead. Giving his life for the one Pony he cared for most in the world. 

(End song) 

 

"I know what it's like to lose." Thanos stated suddenly, gaining everyone's attention, "To feel so desperately that you're right, yet to fail nonetheless." He looked around to see everyone glaring hatefully at him, "Frightening. Turns the legs to jelly. I ask you to what end? Dread it? Run from it? Destiny arrives all the same, and now it's here. Or should I say: I am." 

Rainbow let out a pained cry as she darted forward to try and land a hit on the Mad Titan. But he simply backhanded her away, not wasting time with her. He then turned his sights onto The Palace and marched towards it, not bothering with his adversaries any longer. 

Everyone tried getting back up, but found that they couldn't. They were too weak to stop him now. 

As the truth finally set in, Fluttershy's cries echoed throughout all of Canterlot. 



 

Thanos kicked down the doors to the hallway leading to the Throne Room of the castle, his shadow seen on the floor as he walked in. He walked past all of the stained glass windows, rolling his eyes at the displays of so called victories. He paid them no mind as he kicked down the Throne Room doors. 

What lied before him, much to his surprise, was a weakened Celestia, who tried crawling to the Soul Stone with all of her might. She was so close, but her hopes were crushed when Thanos' shadow loomed over her. She turned around and lit up her horn, ready to attack. 

But Thanos seized her throat and tossed her weakened form aside before ascending up the steps leading to Twilight's throne. 

Towards the Soul Stone. 

He grinned as he stood before his prize, it was time. 

He smashed the capsule containing the Stone and held out his empty Infinity Gauntlet. The Soul Stone floated towards the Gauntlet and hovered over one of the empty slots for a moment before zipping down into its place inside the Gauntlet. Thanos clenched his fist as the power of the Soul Stone flowed through his body. 

Thanos exhaled, pleasure written on his face as he flipped his hand over to gaze into the first Stone in his collection, "One down." He turned to face Celestia, who was struggling to get back up, "Five to go." The mare became fearful and started to crawl away from the Mad Titan, "You can run. You can try and stop me. But I will bring balance to the universe. Starting by ripping your souls from your bodies and enclosing them within my fist." 

He then looked up to the ceiling with a thoughtful expression. 

"But there will be time for that later." He then smiled darkly as he returned his sights to Celestia, "Make peace with your life, Alicorn, for you won't get another chance to." 

"Y-You won't win..." Celestia stuttered. 

Thanos chuckled as he shook his head, "Oh? But I already have." A beam of light shot through the ceiling and landed on Thanos. The Titan gave one last chilling grin before he was beamed back up to The Sanctuary II. Celestia looked down at the floor in sorrow. The Stone was gone.

They had failed. 

She had failed. 

A booming noise from up above caught her attention. It was a chilling sound that made her shiver involuntarily. She looked up just in time to see The Sanctuary II rain fire down on all of Canterlot. 

(End song)
> True Power
> --------------------------------------------------------------------------

Never in her life has The Castle of Friendship felt so hollow and dead, then again, the situation itself felt as such. Twilight felt lost, broken, while she was here in Ponyville waiting for any sign of attack from Thanos, her friends and teammates were out there fighting the good fight. 

She exhaled deeply before she turned to look at the Power Stone in her magical grip, it's bright glow lighting up her dimmed bedroom... Or rather, her OLD bedroom so to speak. To think that such a small pebble could hold such power, that it could be used for such despicable acts was unthinkable to the Alicorn. 

Her thoughts were broken as her bedroom door creaked loudly, alerting her to the fact that someone had entered. She turned around to see Sonic standing there with his arms folded and a gentle smile on his face. 

"How're you holding up?" The speedy Hedgehog asked, genuinely concerned for Twilight's wellbeing. 

The Princess of Equestria let out a breath and looked Sonic dead in the eyes, "Not well," She responded as she made her way to her bed and sat on it, "I mean... We evacuated Ponyville so there would be no collateral damage... But I just feel like ALL of this is... Um..." 

"Like it's hopeless?" Sonic guessed before moving away from the doorway and sitting next to Twilight, "Like there is no possible way to win? Like there's no point in fighting?" He paused for a moment before asking, "Do you feel scared?" 

Twilight nodded sadly, her ears drooped back against her head. "I feel terrified." 

"Then don't." Sonic replied, with Twilight looking at him as if he were crazy. "I'll tell you now, that whenever I come up against a new threat or one of Egghead's mechs that could possibly destroy the world... I'm scared out of my wits." 

This actually surprised Twilight. 

She leaned forward towards him, "You?" She asked, to which Sonic nodded, "Sonic the Hedgehog?" He nodded again, "B-But you LAUGH in the face of danger!" 

"That's because I don't let the fear get to me. I push through it because I know that the world is counting on me." Sonic answered before he moved his hand behind Twilight's head and began stroking her mane, "Like I always say, If you've got time to worry... Then Run." 

Twilight covered her mouth with her hoof as she giggled softly. Sonic stopped stroking Twilight's mane and looked right into her purple eyes, the Alicorn looking deeply into Sonic's emerald eyes. 

"Sooo..." Twilight rubbed her foreleg nervously, "W-Where does this leave us?" Sonic tilted his head in confusion before she clarified, "I-I mean... AFTER we stop Thanos, are we a.... You know...." 

A smirk appeared right on Sonic's face, "A couple?" Twilight's cheeks reddened as she looked away in a shy manner. Sonic chuckled as he wrapped his arm around her, "I guess? I mean, I am new at this whole... Romance thing. So I guess we could give this a shot after we save the universe." 

Twilight practically beamed with excitement, her heart beating right out of her chest, "Really?!" 

Sonic hummed while he nodded, willing to give this a go. He then booped Twilight's nose, causing her to squeak and back away, her blush growing even more. 

"Y'know, I really need to stop walking in on you two." Both of their eyes widened in surprise as they turned to the doorway and saw Peter standing there, leaning against the doorframe in his new armor. 



Twilight eeped while Sonic blew an impressed whistle from his mouth, "Nice suit, Pete." 

Spidey stopped leaning against the doorframe and showcased his armor, "Thanks! I've been working on it in my spare time. Figured we'd need it for the fight against Thanos. Pretty cool right?" He asked as he tried to look cool by posing in a superhero pose. 

He failed. 

Sonic shook his head in amusement while Twilight laughed, snorting a few times, much to her embarrassment. Peter straightened himself and walked over to the edge of the bed, "But seriously, I could NOT be happier for you two." He congratulated before placing his left hand on his hip, "You two are GREAT together." 

They all smiled, relishing in this moment between friends. This was nice, a nice breather from all the struggles they go through on a day to day basis. It was relaxing just hanging out with one another. This is why Twilight was the Princess of Friendship, she loved bringing people together and establishing new bonds. 

It was the best feeling in the entire world. 

But that feeling didn't last long as an explosion from outside caused the moment to break. They all turned towards the balcony, Peter's Spider-Sense going insane. Twilight rushed off of the bed and galloped onto the balcony, the Power Stone still in her magical grip. 

She skidded to a stop and found the source of the explosion. 

And immediately regretted going onto that balcony. 

Twilight could only watch on in horror as The Sanctuary II rained down laser after laser right down on Canterlot. Various explosions could be seen from the Castle of Friendship, Thanos' ship continuously firing upon the majestic city. Twilight covered her mouth with her hoof as tears brimmed the edge of her eyes. 

She then let out a pained gasp as she saw the mountainside Canterlot was built on began to crumble. It was all going to crash down! Twilight let out a horrifying scream as the final blast struck Canterlot. 

The mountainside gave in. 

Utter horror written across her face as Canterlot, her childhood home, the city she ruled from, broke apart from the mountainside and began crumbling down. The city broke apart as it tumbled down the mountain, the castle breaking into pieces as it crashed down onto the ground. 

Twilight heard when Canterlot hit the ground, a cloud of smoke and dust rising into the sky where the once majestic city crashed. 

Tears streamed down her cheeks, the Power Stone held firmly in her magical grasp. 

Canterlot was gone. 

It was all gone. 

Her friends, her family, ALL of it. 

Gone. 

She was too distraught to notice both Peter and Sonic rushing onto the balcony, or notice their small gasps as they saw that Canterlot was gone. 

"Oh. My. God." Sonic breathed out, his eyes wide open in pure shock and horror. 

Peter's eyes widened in alarm as he was apparently the only one to notice that The Sanctuary II's really big guns had turned and locked onto the Castle. The Wall Crawler backed away from the railing slowly, "We need to move..." When they didn't move, he shot two lines of web at their backs and pulled them away from the railing, "NOW!!!" 

They were pulled out of their stupor and saw The Sanctuary II open fire upon them. As the laser blasts drew closer towards the Castle, Sonic wasted no time in grabbing a hold of Twilight and zooming right back into the Castle. They barely got across the bedroom before the laser blasts struck the Castle. 

The impact caused a violent tremor that sent Sonic, Twilight, and Spider-Man falling down onto the crystal floor. Twilight groaned as she rolled onto her back, realizing that she had lost her grip on the Power Stone. But she didn't have time to panic about that as the ceiling began to crumble and fall right on top of them. 

Twilight, thinking quickly, dragged her two friends close to her with her magic and casted a protective shield spell around them. The last thing Twilight Sparkle saw before falling unconscious was the ceiling of her old Castle falling right on top of them. 



 

While the Castle of Friendship crumbled to the ground, The Sanctuary II didn't stop Raining Fire as it set its sights on the town of Ponyville. Various homes and buildings exploded in a cloud of flames, the grassy roads becoming charred and burnt from the Sanctuary II's endless assault. 

There was no trace of what was once there. 

Sweet Apple Acres, Sugarcube Corner, Fluttershy's Cottage, Carousel Boutique, The School of Friendship, Town Hall, The CMC Clubhouse, The Everfree Forest. 

All gone. 

All that was left was rubble, fire, and ash. The sky filled with smoke, blocking out the sun and creating an environment of darkness. 

The rubble of crystals that was once the Castle of Friendship shifted slightly, something was moving under there. Out of nowhere, the hand of Peter Parker shot out of the rubble. He then pushed himself out of the ruined Castle, grunting in effort as he freed himself. 

Peter let out a deep gasp of air as he pushed himself out and rolled onto his back, breathing heavily as he stared into the dark sky. He then heard some crystals shift to his left and sat upright, turning to see Sonic and Twilight climbing out of the ruined Castle. 

Pete let out a sigh of relief as he crawled over to his friends, "Oh, thank God you guys are okay." 

Sonic gave his friend a weak thumbs up before looking around at Ponyville... Or what was left of it. Twilight was shook, her home was gone. The place where she learned the Magic of Friendship, the place where she had met her very best friends. The place she had spent eight years of her life, building bonds and forging friendships that would last forever. 

Twilight was heartbroken, "M.....My h-home...." She took a shaky step forward, "I-It's all.... Gone." 

Sonic and Spidey felt sympathetic towards the Alicorn. Her home was turned into nothing but ruin and ash, all in an instant with little to no effort. Twilight sniffled, her mane unkept, small cuts and bruises covering her whole body. Even more tears threatened to fall due to the sight of her home. 

Gone was the peaceful little town. 

Replaced with a desolate, destroyed village no one could possibly live in. 

Peter was about to console his friend but his Spider-Sense went off out of nowhere, alerting him to an incoming danger from behind him. He turned around to see that The Sanctuary II had moved away from where Canterlot used to be and was now hovering over Ponyville... Or what's left of it. 

Peter took a defensive stance while Sonic and Twilight looked up with contempt in their eyes. 

Just down the street from their current position, a beam of light shot down from The Sanctuary II and struck the ground, incinerating the grass at the point of impact. While both Twilight and Sonic looked at the beam of light in confusion, Spider-Man already knew what this was. 

From within the beam of light, with a smile on his face, walked out the Mad Titan himself. 



From behind him, the beam of light shot back up into The Sanctuary II and Thanos slowly marched towards the three heroes. Peter glared hatefully at the Titan while Sonic and Twilight looked uncertain. 

They both walked up to Peter's side, with Sonic asking, "Um... Pete?" 

"I-Is that...?" Twilight asked, but her voice trailed away. 

Spider-Man nodded grimly, shocking the two heroes, "Yeah. That's him." He then turned and looked down at Twilight, "Where's the Stone?" Peter asked, wondering about the Power Stone's whereabouts. 

Twilight exhaled and then proceeded to kick a small crystal, "Somewhere under all of this." She answered in a sad tone.  

"He doesn't know that." Peter revealed with wide eyes.

Sonic clenched his fists as a look of determination found its way onto his face, "Which means that he doesn't have it." He clarified to the Web Head. He cracked his neck before cracking his knuckles and said in a stern tone, "And I intend to keep it that way." 

The Hedgehog closed his eyes as he slowly ascended into the air, the seven Chaos Emeralds suddenly appearing around him. He had summoned the Chaos Emeralds for one purpose and one purpose only. His eyes snapped open as the Emeralds shot into his form, turning his fur yellow and surrounding his body in a golden light. 

Super Sonic slowly landed on the ground next to his friends, his quills raised into the air due to his sheer power, "Let's go give him a proper welcome." 

The other two nodded before marching forward towards the Titan. 

The Titan marching towards them. 

Not a word was spoken, nothing was said. The four remaining occupants of Ponyville walked up to one another, making sure that their enemy didn't get the jump on them. They met in the middle of the road, no sign of attack was given by either side. 

They just stood there. 

Waiting. 

Thanos made the first move, planting his blade into the charred ground before motioning around him with his arms, "Ruin. A barren wasteland. Once a prospering little village now reduced to an uninhabitable, desolate shadow of its former self." 

Twilight never knew she could hate someone as much as she hated Thanos right now, she didn't even think she was capable of such raw hatred. "Because of you," She sneered venomously in response to the Titan. 

Thanos nodded solemnly, "Yes. Because an example needed to be made. A lesson." He looked up to the sky and continued talking, "A lesson in what happens when you try to deny my destiny, my right to save this universe. My right to earn my mistress' undying affection." Thanos stopped looking upwards and stared at the three heroes before him, "Who are you to deny me that right?" 

Parker had grown angry, the nerve of this guy! He pointed an accusing finger at the Mad Titan, "WHO ARE YOU TO SAY THAT THE UNIVERSE NEEDS CORRECTION?! WHO ARE YOU TO THINK THAT UNIVERSAL GENOCIDE WILL ACTUALLY MAKE THINGS BETTER?! WHO ARE YOU TO PLAY JUDGE, JURY, AND EXECUTIONER?!" 

"The one being in the universe who sees the truth, and has the WILL to do what's necessary." Thanos replied in an eerily calm tone. "What you need to understand is that this universe is on a time limit, and it is about to run out. You believe me to be a mad man, one who only cares for earning Lady Death's affection. If this does not earn her love, then at least the universe will be saved. Either way, I win." 

Twilight was appalled, this mad man well and truly believed that killing trillions was not only going to make the universe better, but also earn the affection of the one he desires? She shook her head in complete disbelief, "Y-You think that wiping out HALF of the universe is going to make things better? That it's going to earn you the love you crave?" 

"Not half, child." Thanos corrected, confusing the three heroes greatly. It appeared that further clarification was needed here. Thanos turned to Spider-Man and began explaining, "The last time I had arrived here, I snapped my fingers and wiped out half of all life. It was a paradise. Perfectly balanced, as all things should be. But then you Avengers undid my work and sent the Stones away to a place I could never recover them." 

"Your point?" Super Sonic asked, growing impatient and wanting Thanos to get to the point. 

The Titan let out a breath of air before continuing, "I thought by eliminating half of life, the other half would thrive. Prosper in the gift I have given them. But you have shown me... that's impossible. As long as there are those that remember what was, there will always be those that are unable to accept what can be. They will resist." 

"You'll find that we're stubborn like that." Sonic interrupted rudely. 

Thanos merely chuckled at the yellow Hedgehog, "I'm thankful. Because now I know what I must do. I will shred this universe down to its last atom. And then with the stones you've collected for me, create a new one. Teeming with life that knows not what it has lost but only what it has been given. A grateful universe." 

Twilight snarled, barring her teeth at the Mad Titan, "Born out of the blood of TRILLIONS!!!" 

"They'll never know it." Thanos replied with a sadistic smile, "Because you won't be alive to tell them." He then unsheathed his blade from the ground and took an offensive stance while the three heroes took a defensive stance, "From what I've gathered about you, Princess, you solely rely on friendship to win battles." Thanos' assumption about Twilight was on point. 

The Alicorn flared her wings and lit up her horn. 

The yellow Hedgehog hovered slightly above the ground, his aura pulsing around him. 

The Wall Crawler crouched down, the thrusters under his boots igniting. 

Thanos grinned as he spun his blade around in a circular motion, ready to attack. 

"Show me." 

(End song) 

 

Super Sonic let out a battle cry before shooting forward towards his enemy. 

Towards him. 

Twilight took to the air and fired a magical blast from her horn while Spider-Man flew forward with his thrusters towards Thanos. The Titan was ready for a fight. He caught Super Sonic's punch with his hand and then proceeded to use his body as a bat, whacking Peter off into a pile of rubble with Sonic's body before using him as a shield to take Twilight's blast head on. 

Sonic grunted in pain as the magical blast impacted his back. 

Thanos gave the Hedgehog an evil smile before hurling him across Ponyville. As Sonic recovered in mid air, Twilight poofed out of existence and reappeared behind Thanos, firing a magical laser at his back. Thanos saw this coming however and quickly turned around to smack the laser away with his double ended blade. 

The Mad Titan darted forward to try and grab Twilight, but she teleported away as Sonic sped right in front of him and punched him in the face. As Thanos tumbled across the charred road, Spidey got back to his feet and boosted into the air, readying his Web Bombs. 

Thanos growled as he got back to his feet, focusing only on Sonic. The Hedgehog flew forward at impossible speeds, quickly dashing to his left to avoid Thanos' incoming blade. He then boosted forward and spear tackled the villain, shoving his head into the dirt road, creating a trench as they flew. 

Thanos yelled as he used his hand to grab Sonic's face, blocking his vision which resulted in the both of them crashing through a mountain of rubble. Sonic lost his grip on Thanos, the two of them spitting apart as they rolled across the ground. Sonic quickly shot up into the air and fired a golden laser beam from both of his hands. 

Thanos, who got back up to his feet, was about to move out of the way, but was suddenly entangled in webbing, thanks to Peter's Web Bomb. Speaking of the Web Head, he boosted forward and positioned himself so his feet would be in front of him and kicked Thanos in the back, sending him right into Sonic's blast. 

Thanos let out a grunt of pain as he flew through the air. But he wasn't done yet since he got into an upright position and planted both of his feet into the ground, digging trenches with his feet. He then stretched out his arm and his double ended blade flew through across Ponyville, returning to its master's grasp. 

Thanos quickly turned around to block a laser from Twilight, who was hovering over him. 

He spun his helicopter blade to still the laser, clenching his left hand and powering up the Soul Stone without Twilight knowing. He then raised his right arm and began weakening Twilight with the Soul Stone. The Alicorn let out a cry of pain as she clutched her chest, no longer focusing her magic, allowing Thanos the chance to attack. 

The Mad Titan jumped into the air and gave Twilight a mighty headbutt that sent her crashing to the ground. 

Before Thanos could land, however, he was suddenly struck in the back by a Homing Attack. Super Sonic untucked himself and summoned golden, electrical spears in his hands, "CHAOS SPEAR!!!" He threw the two Chaos Spears down at the Titan, but Thanos slashed them apart with his blade. 

Sonic was going to attack again, but he was suddenly blasted in the chest by raw, cosmic power. Thanos' eyes stopped glowing as Sonic's body crashed onto the ground. The Titan then turned and saw Twilight Sparkle lighting up her horn, preparing a spell of sorts. 

But before Thanos could react, Spider-Man popped into existence above Thanos' left shoulder and punched the villain in the face with his metallic fist, "MAGIC!" He shouted before disappearing. He reappeared on Thanos' left and punched the Titan again, "MORE MAGIC!" He disappeared as Thanos swung his blade to try and cut the Arachnid down to size. He then appeared behind him and kicked him in the back, "MAGIC WITH A KICK!" Thanos was about to swing but stopped... There was a pattern to this. If he was right, then Spider-Man would appear on his left. 

Safe to say that he was right. 

Peter reappeared and tried kicking Thanos again, "MAGIC WITH A--" He was cut off as Thanos guessed correctly and grabbed his neck. Thanos then slammed him onto the ground. 

"Lowly gnat." 

Thanos then threw Peter behind him, the hero crashing into a mountain of rubble. Suddenly, a violet bubble appeared around him, much to his curiosity. He looked behind him and saw Twilight standing there with a coy smile on her face. The Mad Titan quickly wiped that grin off her face by spinning his blade around a few times and slamming it into the ground, creating an electric shockwave that not only shattered the bubble, but sent Twilight flying through the air and rolling to a stop in front of the remains of Sugarcube Corner. 

Twilight groaned as she got back up to her hooves, but she was suddenly pushed back down onto her back by Thanos, who planted his boot on her chest. He then showed her the Soul Stone and said, "I can hear all of the souls trapped within the Stone. There are hundreds of thousands sealed within this very Stone. I can hear all of their voices. There is one that I like the most. One... Starlight Glimmer was it?" Twilight growled like a wild animal as Thanos continued, "She's telling you not to worry about her. To destroy the Stone. A very noble gesture, sacrificing her chance at resurrection for you to stop me. Yes, I think I'll keep Starlight trapped in here, have her keep me company while I save the universe." 

Twilight's eyes glowed white as she let out a beastly roar, releasing a magical surge that knocked Thanos right off of her. The villain slid across the ground and gazed up at Twilight, who was hovering above him menacingly. She then screamed as she fired a laser that not even Tirek could counter. 

Thanos tried blocking the laser with his blade, but it wasn't enough. He grunted in pain as the laser struck his chest and sent him flying across Ponyville, crashing through multiple ruined homes and buildings until he crashed into the destroyed barn at Sweet Apple Acres. 

The Mad Titan groaned as he lifted himself out of the destroyed barn and saw Twilight charging right towards him. He planted his blade in the ground and charged up his right hand with cosmic energy. He then took off to meet Twilight head on, readying his fist so he could punch the incoming Alicorn. 

The two met. 

Thanos came out on top. 

He delivered a tremendous punch to Twilight's horn, cutting off the flow of magic and sending her flying across Ponyville until she landed in the remains of her old Castle. Thanos smirked as he recalled his blade and charged forward, continuing the fight. 

As he charged through Ponyville, he noticed Super Sonic flying towards him from the corner of his eye. 

"Sloppy." Thanos thought before stopping and hitting Sonic with a Haymaker to the face. 

Sonic spiraled through the air and rolled to a stop in front of a burning building. 

"HEY, NUTSACK CHIN!!!" Thanos turned and was webbed in the eyes, blinding him as Peter punched his cheek, then kicked his torso, then webbing his shoulders and pulling him down so he could knee him right in the mouth. Thanos grunted as he staggered back, removing the webbing from his mouth and wiping his lips. 

He turned his hand over and saw a tiny drop of blood on his index finger. 

"Heh. All that for a drop of blood." Thanos taunted before swiping his blade, sending forth an electric wave that struck Spider-Man. He was sent flying through the air before tumbling across the ground and rolling to a stop, unable to get back up. 

Thanos then heard a scream behind. It was Twilight. He turned and backhanded her across the face, sending her spinning through the air and landing in a mountain of rubble. The Alicorn coughed up blood, some dripping down her lip. She was covered in bruises and cuts, she definitely broke a few bones. 

She panted as Thanos turned to her, an unimpressed look on his face as he turned to face her completely. There was barely a scratch on him, only tiny scuffs on his golden armor and some of the spikes on his crown were snapped in half. Other than that, he wasn't hurt. He wasn't tired.

Was he even trying at all? 

(End song) 

 

She tried getting up to her hooves, but only managed to fall down the rubble and land on her face. She coughed loudly as she turned her gaze upwards towards Thanos, who only looked at her with disappointment, "In all my years of conquest, violence, slaughter, I never once made it personal." He let out a breath before he walked over and crouched down in front of her face, "But I'll tell you, now... what I'm about to do to your stubborn, annoying little planet, I'm gonna enjoy it. Very, very much." 

He got up from his crouching position and stood upright as four ships descended down from the clouds, hovering just below The Sanctuary II. 

The Black Order had arrived. 

To Twilight Sparkle's horror, hundreds of thousands of beams shot down from all five ships, bringing Thanos' army right to Ponyville. Four beams shot down right behind Thanos before the members of The Black Order all walked out of their respective beams, kneeling before their master. 

From the other beams of light, hundreds of thousands of Outriders scurried out onto the field. But they were not alone it would seem, since other enforcers of Thanos' army had joined the fray. 

 

The Chitauri. 

 

Chitauri Gorillas. 



Chitauri Leviathans. 

All of these creatures. Beyond thousands. Here to help Thanos destroy the universe, willing to die for him and his morbid cause. The Mad Titan turned around to face his loyal disciples, all of them kneeling to him. They all raised their arms and opened their hands, revealing the Infinity Stones they had collected. 

Twilight could only look on in pure and unadulterated terror as she saw the Stones floating towards the Infinity Gauntlet, "N-No...." She muttered weakly. 

Thanos grinned as he raised the Infinity Gauntlet into the air, the Infinite Six swirling around his armored fist before implanting themselves into the Gauntlet. Time. Space. Mind. Soul. Reality. Their combined power swirling up Thanos' arm before he tightened his fist. 

He looked down at his Order. His Black Order. 

"You have done well, my children." Thanos remarked before he turned around to face Twilight with an evil grin on his face. 

The Princess of Equestria mustered all of the strength she could to get onto her hooves. She gazed on at the army before her. To her left she saw Super Sonic get up weakly, and to her right she saw Spider-Man, leaning on a steel support beam so he could stand up. 

She then turned to the army ahead of her. 

What could she do? 

It was over. 

They had lost. 

Twilight sat back on her haunches and lowered her head, a single tear falling from her eye. She wept, it was all she could do, all was lost. Equestria. Mobius. Earth. They were all doomed. 

She failed. 

(End song) 

A spark. 

A single spark was all it took to get Twilight to turn around behind her and see an orange portal forming. Confused, she got to her hooves and faced the portal. In fact, all three heroes did. Once the portal sprung to life, Dr. Stephen Strange floated out of the portal and landed right in front of Twilight. 

"D-Dr. Strange?" She stuttered before reaching out a hoof to see if he was really there. "A-Are you really...?" Strange lowered himself and scratched the back of Twilight's ear gently. 

Her huge eyes looked into the wizard's. He was really here. 

 

She then noticed a familiar Unicorn and Hedgehog walk right out of the portal. Rarity and Amy gave Twilight a gentle smile before they both gestured to hundreds of other sparks appearing alongside the portal. As Doctor Doom, Team Chaotix, Tempest Shadow, Ghost Rider, Queen Chrysalis, Nova Prime, and Reed Richards all stepped out of the portal, the other portals sprung to life. 

She, Sonic, and Spider-Man all looked to see multiple heroes and villains walking out of the portals. 

Nick Fury, Iron Man, Hulk, Shadow the Hedgehog and his Team Dark, Lord Tirek, Magneto, Wolverine, Gambit, Ice Man, Hawkeye, Deadpool, and Loki all walked out of the portal with thousands of S.H.I.E.L.D. and G.U.N. Agents behind them. Along with several G.U.N. Mechs. 

 



 

 

Sonic looked to Shadow flabbergasted, to which the Ultimate Lifeform simply smirked at the Blue Blur. 

From another portal Knuckles, Professor X, Black Widow, Captain America, Colossus, Pinkie Pie, The Thing, Human Torch, Silver the Hedgehog, Cozy Glow, The Brotherhood of Mutants, Electro, Rhino and Vulture all walked out. Human Torch, Cozy, Electro, Vulture, and Silver all floating above the group. 

Beside them was another portal that led to New York, where some other heroes stepped out to lend a hand. 

 

Daredevil. 

 

Luke Cage, Iron Fist, and Black Knight. 

 

Ant Man and The Wasp. 



War Machine. 

 

The Falcon. 

 

The Winter Soldier. 

 

Rogue. 

 

Nightcrawler. 

From another portal emerged Black Panther, Shuri, The Guardians of the Galaxy, Tails, Thor, Abomination, Dr. Eggman, Cyclops, Storm, Beast, Metal Sonic, MODOK and Blaze the Cat with an army of Wakandan Soldiers, A.I.M. Agents, and Badniks behind them. 

From a portal originating from Egypt emerged another hero. 

 

Moon Knight. 

To Twilight's absolute delight, Shining Armor, Princess Cadence, Rainbow Dash, Applejack, Princess Luna, Princess Celestia, Fluttershy, Doc Ock, Mysterio, Scorpion, Captain Marvel and Miles Morales walked out of another portal, somehow surviving Canterlot's destruction. Behind them was also an army of Royal Guards and Bat Ponies to aid in the fight against Thanos. 

Not only that, but some familiar faces have joined the battle as well. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

All of the friends Twilight has made along her journey have come to her side once more. To stand united in friendship against the Mad Titan. Twilight, Sonic, and Spider-Man looked on in absolute shock as more reinforcements marched through the portals. 

Sonic zoomed over to Shadow and Silver, the three of them forming a circle as the seven Chaos Emeralds appeared around them. The Emeralds were then absorbed by Silver and Shadow, who shot up into the air with Super Sonic and looked down at the army before them. 

 

 

As the three Super Formed Hedgehogs floated over their new army, the rubble that was once the Castle of Friendship began to stir. This caught the Mane Six's attention, turning to the destroyed Castle as six rainbow colored beams suddenly shot up from the rubble. 

The beams then each shot downward towards a specific member of the Mane Six. Each of them were engulfed by the rainbow beam and were then raised into the air. They then each opened their eyes, glowing brightly as the beams dissipated. 

The six Ponies then darted forward towards the front of the army and hovered alongside Super Sonic, Shadow, and Silver. 

 

The Rainbow Power had returned. 

To say that Thanos was surprised would be an understatement. But he didn't let it get to him, he still held that stern look on his face as Captain America walked to the front of the newly united army. 

Cap then turned to his army, "TODAY, WE STAND AND FIGHT FOR WHAT IS JUST AND RIGHT! TODAY, WE DETERMINE THE FATE OF OUR UNIVERSE! TODAY, YOU'RE ALL NOT JUST HEROES!" He turned around to face Thanos, holding a look of conviction. He then raised his shield into the air, "YOU'RE AVENGERS!!!" Everyone got into an offensive position, ready to fight for their universe. 

Ready to fight not just for today. 

But for tomorrow. 

This truly is a Tomorrow War. 

"AVENGERS ASSEMBLE!!!!" 

Once everyone shouted that battle cry... The war had truly begun.
> War For A Better Tomorrow (Part 1)
> --------------------------------------------------------------------------

 

The two armies charged towards one another, the fate of the universe hanging in the balance. Thanos, the Mad Titan, pointed his blade towards the united forces of Earth before slowly marching alongside his forces. He took notice of how the portals behind the heroes hadn't closed. 

He was actually surprised that four more had opened in the sky. 

From within the portals, multiple Helicarriers flew out onto the battlefield, their weapons locked onto the Chitauri Leviathans. The mighty roars of 10 VERY large Dragons was heard as they soared out of the portals, breathing fire as they flew through the air. 

From within another portal, dozens of Captain Calaeno's airships flew towards the coming battle as the Egg Fleet arrived alongside them. 

 

Flying alongside the Egg Fleet were three familiar Babylon Rogues riding on their Extreme Gears. 

 

They weren't the only ones as The Wonderbolts zoomed right past them. 

 

 

On the ground level, the heroic forces didn't stop either as thousands of Equestrians, S.H.I.E.L.D. Agents, G.U.N. Agents, A.I.M. Agents, Badniks, and Mobians joined the fray. What specifically caught the Titan's attention was a rainbow colored beam that shot down from the sky. 

The Bifrost. 

From within The Bifrost, the King of Asgard stepped out with thousands of Asgardians behind him, their weapons ready for battle as they waited for their king's command. 

 

Odin stamped the bottom of his spear on the charred, dirt ground beneath him three times before he and his subjects all charged forward alongside The Avengers to stop Thanos. 

Captain America, Thor, Celestia, and Luna all lead the charge as The Mane 6, Superior Iron Man, Spider-Man, Super Sonic, Shadow, and Silver flew above them. The Son of Odin let out one final battle cry before the two armies met. 

Beginning the Battle of Tomorrow. 

Thor slammed Mjolnir on the ground, sending a wave of lightning that knocked down a few Chitauri Soldiers while Cap hurled his shield at the head of an Outrider, the shield bouncing off its head and hitting a Chitauri Soldier in the side of the head. 

Celestia and Luna lowered their heads and pierced their horns through the chest of a Chitauri Gorilla, causing the beast to roar in pain as Falcon flew past it, firing his SMGs down towards the alien forces he flew over. He spun through the air as Super Sonic fired a golden beam from his hand, burning a horde of Thanos' forces to ash. Directly behind him was Twilight Sparkle, who was powered up with the Rainbow Power. 

The two went back to back and moved clockwise, firing golden beams and rainbow blasts at any foes they saw. 

War Machine flew under them, shooting multiple bullets with his mounted gun while Black Knight leapt through the air and dug his sword in the head of a Chitauri Soldier. He removed his blade as Trixie hurled a massive boulder directly into the center of Thanos' army. 

She quickly turned and fired a magic blast while Wasp flew by, smaller than the eye can see, firing off yellow blasts from her wrist gauntlets. She performed multiple dives and spins before she flew right between Omega's legs. E-123 Omega was slaughtering soldier after soldier and Outrider after Outrider, not noticing Luke Cage and Iron Fist fighting off a horde of Outriders behind him. 

Danny clenched his fist as a yellow aura appeared around it before he jumped into the air and punched the ground. The resulting shockwave gave the two Heroes for Hire some breathing room as Rainbow Dash and Pinkie Pie zoomed right past them, using the Rainbow Power to fire rainbow blasts at any enemy they saw. 

The two shared a Hoof bump before parting ways as Hulk and Abomination tore through any and all Outriders in their path. The two monsters roared as they charged toward a Chitauri Gorilla, barely noticing the Legion of Doom holding their own a few meters away from them. 

Cozy laughed maniacally while riding on top of Tirek's shoulder, watching as the Centaur let out a massive laser from in between his horns. Chrysalis rolled her eyes as she saw Cozy clap her hooves together in amusement. But her eyes widened as a Chitauri Leviathan flew right over her head. 

She looked up to see Iron Man fly alongside it, damaging the behemoths sides with missiles and Repulsor Rays. Tony accelerated himself and flew right into the monster's face, letting loose a Unibeam as the Leviathan opened its massive maw. 

The Unibeam tore through its skull and shot right out of the back of its head. 

Tony boosted upwards as the Chitauri Leviathan crashed down onto the ground. He then looked downward and surveyed the area, looking for any allies of his that may need his help. He boosted downwards before changing his trajectory to fly forwards. He flew right over The Winter Soldier, who was standing atop a mound of rubble and dust, firing rounds of ammunition at any Outrider that got too close. 

He was about to shoot a dozen Outriders, but stopped when he saw a golden glow engulf them. They were then suddenly hurled through the air, away from the epic battle. He looked upwards to see Super Silver giving him a thumbs up. Bucky rolled his eyes before setting his Assault Rifle down beside him and upholstering his Grenade Launcher. 

He then slid down the mound as Ant Man, who was ginormous, stomped on a group of Chitauri Soldiers and Gorillas with his massive foot. The giant sized hero then punched a Leviathan in the face as Spider-Man used his huge body to swing around, firing Repulsor Blasts at any foe he saw. 

The Wall Crawler let go of his webbing and activated his thrusters. He then boosted forward right past Rarity as she shot down towards an Outrider who thought it was a good idea to leap right at her. 

Big mistake. 

The fashionista flew downwards as a horde of Dragons, led by Ember, soared right towards a Leviathan. She was about to give the order to attack, but stopped when what appeared to be a mockery of a dragon flew above her and opened fire. 

 

Eggman laughed as he piloted his Egg Dragoon, "OH HO HO HO HO HO HO!!!" He then aimed his mech's feet at the Leviathan and fired a freeze blast directly at its face, "GET A LOAD OF THIS!!!" The Leviathan's face was completely frozen.

Just like Eggman wanted. 

He aimed his drill at the monster's face and fired, shattering the beast's face. Eggman laughed as the Leviathan fell to the ground, paying Ember no mind as he fired his Gatling Gun down below. 

Ember only looked confused before shaking her head to regain focus, "ALRIGHT DRAGONS!!!" She yelled to her subjects, "LET'S SHOW THEM WHAT WHY WE ARE THE MOST FEARED CREATURES IN EQUESTRIA!!!" Multiple Dragon roared in response, showing that they were with her. 

(End song) 



 

 

"ALRIGHT, WONDERBOLTS!!!" Spitfire screamed to her squad over the various explosions around her. She pointed her hoof towards the marching Titan down below as she flew, "THAT'S OUR TARGET!!! LET'S TEACH HIM A LESSON THAT HE'LL NEVER FORGET!!!" 

The Wonderbolts cheered before diving down towards Thanos. 

Which was the last mistake they'll ever make. 

Thanos grinned as The Wonderbolts flew around him, trying to block his field of vision. He grinned as he clenched his fist, activating the Space Stone. The shockwave sent all of The Wonderbolts flipping through the air and landing on their backs. One Pony tried to get back up, but failed as Thanos stood over the poor Mare. 

The Mad Titan held his hand in front of her face, the Time Stone radiating with power. She let out one last scream as her body deteriorated into a pile of ash, shocking Spitfire and the other Wonderbolts. 

Rainbow Dash, who had been flying over them, saw what Thanos did and grinded her teeth in anger. She knew what he was going to do to the rest of them, "SPITFIRE!!! GET AWAY FROM HIM, NOW!!!" 

But her pleas were in vain as Spitfire could only watch as Thanos used the Space Stone to seize her comrades in mid air. Tears fell from her eyes as the Titan tightened his grip around their necks. Soarin gave his commander a pleading look before his body fell limp. 

All of their bodies fell limp. 

Thanos had snapped their necks. 

He released them, allowing them all to fall to the ground. 

Spitfire cried. 

Rainbow screamed. 

She zoomed downwards towards the Mad Titan, intending to tackle this monster to the ground. But she never stood a chance since Thanos seized her with the Space Stone. She looked into his eyes before she was slammed face first into the dirt. 

She tried getting back up but was kicked in the face by Thanos, her body tumbling across the ground before crashing against a mound of ash and dirt. Thanos smirked and turned only to see Spitfire had flown away. 

"Smart move." Thanos said to himself. 

"TURN AND FACE US, MONSTER!!!" A sudden shout caught the Titan's attention. He turned to see the Pillars of Equestria standing before him with looks of hatred plastered on their faces. Thanos glared at the six Ponies of legend standing before him, curious as to how they thought this encounter would play out. 

Rainbow could only look on in horror. She already knew how this was going to end, she had JUST seen it happen with The Wonderbolts... To Soarin... 

She shook her head, there would be time to mourn later, right now she had to stop Thanos. Rainbow tried getting back up, but she was too injured to stand. She could only watch on as Thanos slowly approached the Pillars of Equestria. 

The Titan clenched his Stone adorned fist, the five gems in his collection glowing with power as he marched towards his enemies. "You call me monster, yet you fail to see what your actions have wrought." He declared as he stomped on the skull of one of the dead Wonderbolts under his boot. "This is all due to your inability to accept what must be done for the good of the universe." 

Flash Magnus rolled his eyes and scoffed at the declaration, pointing an accusing hoof at the Mad Titan, "Says the psycho villain trying to kill everypony!!!" 

Thanos quirked an eyebrow at that, "The only difference between a hero and a villain is which side you see as right." 

"Then you, my friend, are not the hero of this story." Somnambula retorted without a single moment of hesitation. Thanos simply chuckled in response, confusing the six heroes greatly. 

The Titan pointed his double sided blade at the six Pillars, "THAT is up for interpretation, my little pony." 

Starswirl let out a battle cry before firing a blast of magic at Thanos, to which the Mad Titan responded with a powerful laser from all five Stones inside his Gauntlet. 

(End song) 





 

Tony slammed his fist on the charred ground, creating a shockwave that atomized the Outriders in the surrounding area. He got up to his feet and activated his thrusters, zooming forward as two blades ejected themselves out of two hidden compartments in his wrists. 

Stark zigzagged left and right, cutting down any Chitauri and Outrider he saw. 

He sheathed his blades and opened up his hands, firing Repulsor Blasts from his hands as he spun around multiple times, killing the enemies around him. Tony then planted his feet on the ground and skidded to a stop right behind Thor, who was in the middle of stomping his boot on an Outrider's head. 

"Hey Pointbreak, how're ya holding up?" Tony asked as he blasted an incoming Outrider with a Repulsor Blast. 

Thor grunted as he smacked a Chitauri Gorilla with Mjolnir, sending it spiraling across the battlefield that was once Ponyville, "These vile creatures do not know when to quit!" He replied as he shot a bolt of lightning at a group of Chitauri. 

Tony fired a Unibeam from his chest while saying, "Well it's a good thing that we don't either!" The billionaire, playboy then proceeded to fly upwards into the sky, firing several blasts at the Chitauri Leviathans as he made his way towards one of the many Helicarriers in the sky. 

Stark made one final boost towards the deck of the Helicarrier, where he saw one golden hedgehog fighting the leader of The Black Order. He saw Corvus darting towards Shadow, hoping to stab The Ultimate Lifeform with his Glaive. But Shadow -the strategist that he is- anticipated this and fired a golden laser from both of his hands. 

Corvus tried blocking the attack with his Glaive, but he only managed to barely protect himself as the blast sent the villain flying right off of the Helicarrier. As the screams of the villain echoed throughout the air, Shadow hmphed and folded his arms victoriously. 

A sudden whistle by Tony caught the Hedgehog's attention, turning around to face the hero as he landed behind him, "Hey is this a private party or can anyone join?" The look Shadow gave him was all he needed to see how corny that line was, causing the hero to slump forward and sigh, "Yeah, I heard it too." 

"One of Thanos' thugs tried to attack one of the Helicarriers head on in an attempt to dwindle our sky forces." Shadow informed the billionaire as he walked over to his side, "I showed him how big of an error that truly was." 

The sound of a beastly roar of anger caught the pairs attention. 

Turning their attention to the edge of the Helicarrier, they saw Corvus Glaive jump back onto the ship with a look of absolute lividity on his face. He pointed his Glaive at the two heroes and snarled, "RELAY THE STONE'S LOCATION AT ONCE OR I SHALL BE FORCED TO TORTURE THE INFORMATION OUT OF YOU!!!" 

The two heroes looked to Corvus before looking at each other. 

"Mr. Stark?" Shadow started with a smirk on his face. 

"Mr. The Hedgehog?" Tony continued before both him and Shadow turned to face Corvus, the latter levitating himself into the air, "Shall we?" 

(End song) 



 

Wait... What the hell? What's happening? Why the hell is everything black? WHAT HAPPENED TO MY ULTRA, MEGA, SUPER AWESOME FINAL BATTLE?!!! 

Shhhhhhhhhh!!! It's about to start! 

The fuck.... Pinkie! What the hell is this?! What's happening here?! 

Author, it's okay, I'm about to narrate! Don't worry, this'll make the final battle less depressing and more FUNERRIFFIC!!! 

That's not even a wor-- 

Shhhhhhh!!! AHEM! As hope dwindled and all seemed bleak. The spotlight on the true hero shined down from the sky as he rose above the mounds of gravel and dirt and gave his proclamation! 

The hell is happening right now? 

Suddenly Deadpool!!! 

That explains it. 

 

You might think you've peeped the scene
You haven't, the real one's far too mean
The watered down one, the one you know
Was made up centuries ago
They made it sound all wack and corny
Yes, it's awful, blasted boring
Twisted fictions, sick addiction
Well, gather 'round, children, zip it, listen!!! 

OH FUCK ME!!!



 

A sudden explosion of rainbows and Chimichangas in the middle of the battlefield caught the attention of the Chitauri and the Outriders nearby. What they saw made absolutely no sense. They all saw Deadpool ascending up into the sky on Pinkie Pie's back as a choir sung behind them. 

As various fireworks and explosions went off behind the random pair, Logan could only smack his forehead in absolute aggravation at the sight before him, "Ugh... I need a fuckin drink..." 

All of a sudden, Wade pulled out a Bazooka right out of Pinkie's mane and aimed it downwards, "THE ONE PIECE IS REAL!!!" He shouted before firing the missile down at the horde of Outriders and Chitauri. The resulting explosion blew apart a chunk of the ground... Not that Deadpool cared mind you. 

The Merc with a Mouth then bounced off of Pinkie's back and unsheathed his swords. He spun through the air before landing in front of an Outrider and cutting its head off. As blood sprayed into the air and the Outrider's body fell to the floor in a compromising position, Wade sheathed his blades and began to strut across the battlefield. 

As Deadpool bounced along to the beat, he pointed finger guns to his left. 

Without warning, the group of Outriders he pointed to exploded in a blaze of glory. He snickered before blasting his finger guns to his right, a massive explosion following as he bounced to the beat. Deadpool laughed like a mad man as Pinkie landed in front of him, bouncing her body to the beat as well. 

Up above, Super Sonic and Twilight could only watch in confusion as the two down below began laughing joyously. 

Sonic turned to Twilight with a bewildered look on his face, "Don't question it?" 

"Don't question it." Twilight clarified to the golden Hedgehog. 

(End song) 



 

 

Starswirl gave out an agonizing cry as his face came in contact with the ground, a scrape of blood adorning his right cheek. He spat out some blood before he turned around to see Thanos standing over Mistmane with Rockhoof in his grasp. Somnambula groaned in pain as she used her body to protect Mage Meadowbrook, not wanting any harm to come to her. 

Flash Magnus defiantly got back up to his hooves, tossing away his broken shield before he flew right towards Thanos. 

The Pegasus didn't even get close. 

Thanos used the Time Stone to hold the Pegasus in still, ensuring that he bares witness to what the Titan was about to do. Starswirl could only look on in fear as Thanos raised Rockhoof into the air and gazed into his eyes. He wondered what the Titan was going to do, but that curiosity died when he saw the Soul Stone light up. 

The Unicorn reached out in a feeble attempt to get Thanos to stop, "N-NO!!!" But he didn't listen. He didn't even acknowledge the elderly wizard. 

Thanos glared into Rockhoof's pleading eyes before uttering, "Find solace knowing that your soul will aid in the completion of my task." Rockhoof gave one final cry before his soul was literally ripped out of him and placed in the Soul Stone. The Mad Titan tossed his body aside, it rolling to a stop right next to Somnambula and Meadowbrook, the pair screaming in terror at the sight of their dead friend. 

Magnus was openly crying now as he let out an agonizing scream. 

Starswirl couldn't comprehend what had just transpired. 

Rockhoof was dead. Just like that. 

Thanos blasted Flash away with the Space Stone and kicked Mistmane away from him with his foot, the Unicorn tumbling down the mountain of rubble the Titan stood upon. 

The Mad Titan simply walked away from the group as Somnambula and Meadowbrook cried over Rockhoof's lifeless body. Flash smashed the ground with his hoof while Starswirl just sat there, speechless. Rainbow Dash had witnessed the whole thing. 

It was a bloodbath. 

They never stood a chance. 

She has seen more death in one day than she has in her entire life. RD slowly got back up to her hooves and took to the skies right after Thanos. 

One thing was for sure. 

She wasn't going to let anyone else die.  

(End song)
> War For A Better Tomorrow (Part 2)
> --------------------------------------------------------------------------

 

Moon Knight hurled his Crescent Moon blade right into the head of a Chitauri Soldier, blood spraying out of its now split skull. Moon Knight rolled across the dirt, avoiding laser blasts fired with an intent to kill him. He stopped rolling as the dead Chitauri fell next to him. Removing his blade from the Chitauri Soldier's skull, Marc threw his other blade at the soldiers firing upon him. 

The blade spun through the air before coming in contact with the soldiers, slashing right through their necks. He caught his blade as the heads of the Chitauri fell to the ground, their bodies soon doing the same. Spector rose to his feet, dusting himself off with his hands. 

He was about to re-enter the fray, when a sudden voice caught his attention, "Um, yeah, so quick note if you don't mind." Marc turned to see his other personality, Steven Grant, sitting on a mound of rubble, "Maybe try and be a little more careful, yeah? Cause in case you're unaware or anythin', Marc, you ain't the only one in this bloody body." 

Marc rolled his eyes, "I am aware, Steven, no need to remind me." He replied before turning around... Only to face the God who granted him his powers in the first place. 

 

"What is it now, Khonshu?" Marc asked in a tone that showed just how little he was willing to put up with these interruptions. 

"Remind me again WHY we agreed to do this?" The Moon God asked, growing bored of this waste of time. 

Marc sighed as he placed his blades back into the holster in his chest, "You want me to serve justice to those who have wronged the innocent?" Khonshu nodded at that, his bones rattling, causing Steven to shiver involuntarily. "Well if I DON'T help out here, then a lot of people are going to die. You want that? Cause I could leave if you'd like." Marc threatened, now growing annoyed at the Moon God. 

Khonshu huffed and stuck his beak into the air, "Very well, Marc Spector." He replied before looking down at his avatar, "But be warned, Marc Spector, I will not take this threat lightly. If your life is in Jeopardy, you are on your own." After making it clear to Marc where he stands in this matter, Khonshu disappeared. 

Marc sighed, he was really getting tired of these games with Khonshu. But he would have to worry about that later, he had a battle to return to. 

"Ummm, Marc?" Moon Knight turned around, seeing the swarm of Chitauri and Outriders marching towards him. He didn't make a move for his blades, instead, he just stood there. 

"You want this or should I handle it?" Marc asked his other personality. As if to answer his query, Steven took control of Marc's body, dawning his Mr. Knight attire with his Batons in his hands. 

 

Mr. Knight tightened his grip on his Batons as the swarm of enemies charged at him. 

"Alright, you lot. Ya wanna scrap?!" Steven roared as he charged forward towards the approaching enemy forces, "LET'S SCRAP!!!" 

(End song) 



 

 

As Calaeno's airships flew alongside the Egg Fleet past the Helicarrier, Corvus Glaive darted forward, intending on killing Shadow. The Ultimate Lifeform dodged the attack by boosting into the air, allowing Iron Man to blast the villain with a Repulsor Blast, sending Glaive sliding back across the deck. 

As the leader of The Black Order roared in fury, Captain Marvel and Nova Prime boosted upwards beside the Helicarrier as the three fought, firing shots at any ships and Leviathans they saw. The two superheroes flew forward and both punched the face of an incoming Chitauri Leviathan, sending it right into Ant Man's path. 

The now giant hero punched it to the ground, a few meters away from Chancellor Neighsay, who was standing alongside the Student Six and the CMC. As Neighsay fired various spells to take down the Outriders headed towards him, The Student Six and the CMC were working as a team, letting the Chancellor know what directions the Outriders were attacking from. 

A few meters away from them, an explosion of power decimated a horde of Chitauri Soldiers. The cause being none other than Celestia, Luna, and Iron Fist. The three nodded towards one another before charging at the incoming swarm of enemies. 

Up above them, Ice Man slid across his ice bridge as Storm conjured up a hail storm to strike down any opposing forces in her sights. Beneath her, the other members of the X-Men were all huddled together, fending off Thanos' army of Outriders. 



 

Doctor Doom tore the body of an Outrider apart, fully aware of the charging Chitauri Gorilla behind him. The Latverian monarch turned around and blasted it in the chest, knocking the beast down. He scoffed before turning to see the Brotherhood of Mutants and the Sinister 6 working together as a collective team, killing any enemies in their path. 

Doom looked up above him and saw the Egg Dragoon and Metal Sonic flying over him, firing blasts at the enemy ships in the sky alongside the army of Dragons. Victor looked around and saw Asgard's forces mopping the floor with Thanos' army, Odin firing a magical blast from the tip of his spear. 

Doom heard the sound of a roar behind him and turned to see Black Dwarf standing there, his weapons ready to spill the blood of his enemies. The Latverian villain laughed, angering Black Dwarf. He clenched his fists before slowly marching towards the alien menace. 

"It appears that you have chosen to throw your life away." Doom stated menacingly before activating his boot thrusters and meeting Black Dwarf head on. 

(End song) 



 

Iron Man fired a Unibeam blast that sent Corvus flying across the deck of the Helicarrier, rolling to a stop as his Glaive clanked against the floor beside him. The alien snarled before making a beeline towards his weapon. But just before he could retrieve it, Shadow swooped in and grabbed it a super speed. 

Corvus turned to the Hedgehog as he snapped the Glaive in two with ease, inciting a shocked roar from the villain. The two glared at one another as Shadow tossed the two pieces of Corvus' Glaive to the side. The alien let out a roar in an attempt to intimidate Shadow. 

It did not. 

Corvus was about to charge at his enemy, and he would have had it not been for the white blade that had pierced his chest. He looked down at the blade before it removed itself from his chest. Coughing up some blood, Corvus fell to the ground, dead. 

Tony retracted the blade back into his suit and walked over to Shadow, "Nice job breaking his Glaive apart." The billionaire complimented before a sudden explosion caught the attention of both heroes. They turned to see that The Sanctuary II had used its massive cannons to completely obliterate Calaeno and her fleet of airships. 

They both glared at the warship as the battalion of airships crashed onto the ground in a blaze of glory. 

Tony folded his arms as Shadow continued studying the massive ship, "We're not going to have a chance of winning this if that ship is still up and running." He observed as he began scanning the ship with his scanner, "If we're gonna take that thing out, then we're gonna need something big. Something powerful. Something-- ARGH!!!" Tony was interrupted by a blast to the back. 

Shadow lowered his arm as his hand ceased glowing, "Something Ultimate." He finished before he began removing his Inhibitor Rings. Tony groaned as he turned to lie on his back, glaring at Shadow as the Hedgehog levitated himself into the air, "Sorry, Tony, but I can't let you stop me." 

Tony was confused by that statement, "Stop you? Stop you from...." And then it clicked in his mind, "Shadow, what you're planning on doing... The amount of power it would need would be too much for your body to handle. You'll die if you do this." 

Shadow said nothing as he looked up at the ship, various laser blasts being shot down towards the ground. The Hedgehog closed his eyes before focusing his Chaos Energy, "If I don't destroy that ship then we lose the only chance at stopping Thanos. I promised Maria that I would protect the planet that she loved." He remined Tony in a tone of sorrow. Shadow looked down at his ally, "I don't intend on breaking that promise." 

"Hang on, there's gotta be a--" 

"Keep being a hero, Stark." Those were the last words Tony heard the Hedgehog say before he teleported off of the Helicarrier. 

"SHADOW!!!" 



 

 

Shadow reappeared in the sky, flying right toward The Sanctuary II, his form starting to crackle with red electricity. He dodged and weaved through the various explosions in his path, not deterred by the battle in the sky in the least. A Leviathan flew in front of him, trying to chomp him down with its giant maw, but Shadow simply teleported out of its way and continued towards his target. 

Sonic, who had been fighting alongside Twilight in the sky, took notice of Shadow, specifically noticing how his aura changed from that of gold to red. His eyes shot open in horror, he knew what that meant, Shadow was putting too much strain on his body. 

He wasted no time in shooting up towards his rival, much to the confusion of Twilight. 

"SHADOW!!! WHAT ARE YOU DOING!!! STOP!!!!" He pleaded towards his friend as he boosted up to Shadow at impossible speeds. 

Shadow glanced down at Sonic and actually gave his rival a kind and genuine smile as his fur changed from yellow to black. 

 

Sonic looked in shock before being blasted in the chest by Shadow, spiraling down back toward the ground. The Ultimate Lifeform continued on his path before raising his wrist and activating his communicator, "To all who are listening, this is Shadow the Hedgehog. Let it be known that what happens next is of my own volition, I'm doing this for the betterment of our world." 



 

Rouge kicked an Outrider away before tapping her earpiece to listen to Shadow's message, "I know I've made mistakes. But I'm hoping that what I am about to do will rectify that. To my... Friends in Team Dark, do not mourn for me, I wish for you all to live with the second chance that I am giving you." Rouge covered her mouth with her hand as tears began brimming her eyes. 

She looked up to the sky to see a red light hastily approaching The Sanctuary II, "I wish for you to be happy. I am, knowing that I am fulfilling Maria's last wish." 



 

Cap panted as he fought off the various aliens that came his way, all the while listening to Shadow, "I want you all to continue fighting the good fight. I want you to keep Maria's home safe in my absence. If you wish to honor me in any way, then keep this world safe." 



 

Shadow blocked out any source of noise besides his own voice, speaking his final words into the communicator, "I know you will honor my final wishes, just as I have honored Maria's. And Sonic, I know that we haven't gotten along, but I can honestly say without a doubt. That I am a better man thanks to you. You have truly shown me what it's like to have a brother, even though I may not have expressed such feelings." 

Shadow gazed forward as he came up towards The Sanctuary II. 

"I believe that my time is up. Remember, Dying is the easy part. The real heroes are the ones who keep going. Good luck.... And goodbye." And with that, Shadow shut off his communicator and closed his eyes as he awaited the blissful silence that came with his sacrifice. 

Shadow smirked as a single tear fell from his eye, "I kept my promise, Maria." 

"I kept my promise." 

Shadow hit The Sanctuary II. 

Both he and the ship exploded in a red blaze that shook the very foundation the battle was taking place on. Everyone looked up as The Sanctuary II exploded. Rarity had tears falling from her eyes, Amy covered her mouth with her hand, Knuckles looked down mournfully, Rouge let out an agonizing scream as tears streamed down her face, completely unaware that Omega was hugging her from behind. 

Sonic crashed onto the ground and rolled to a stop. He groaned as he scurried back onto his feet so he could save Shadow. But when he looked up into the sky, he saw that he was too late. 

Too slow to save his friend. 

As the dawning reality hit him with full force, he fell to his knees and punched the ground multiple times, tears streaming down his face as his failure hit him like a freight train. He slowly looked up to see The Sanctuary II crash down in the distance. 

Sonic grit his teeth and clenched his fists as his entire body shook. 

He looked into the distance and saw the one responsible for this. 

He saw Him. 

Thanos was marching through the warzone, slashing his blade and using the Stones to pass through to find the Power Stone. 

One thing was for sure in Sonic's head, Shadow would no die in vain. 

He was going to honor his sacrifice. 

By finishing this. 

Whatever it takes.
> War For A Better Tomorrow (Part 3)
> --------------------------------------------------------------------------

Sunset Shimmer was outnumbered, surrounded by hundreds of Outriders and Chitauri. When she was approached by Dr. Strange, she was baffled about who he was and why he wanted her specifically, but when he said that Twilight needed her help she was on board instantly. The Princess of Friendship saved her once and put her on a better path, so it was time to return the favor. 

Unfortunately she didn't think helping Twilight involved fighting an entire alien army hellbent on destroying the entire universe. She was panting hard, sweat falling from her brow as she backed away from the Chitauri slowly. She was cornered, trapped, what was she to do? 

She looked up to see Ebony Maw hovering above her and his forces with a smile on his face. Sunset snarled while the alien telepath simply laughed, pointing his hand forward to signal the Outriders and the Chitauri to finish her off. The Unicorn closed her eyes as the screeches of the Outriders filled the air. 

She braced herself for the final blow. 

But it never came. 

Instead she felt hot. Really hot. 

She opened her eyes and gasped as she saw all of the Outriders and Chitauri burnt to a crisp, all dead. Sunset looked up and saw Ebony Maw with a horn protruding from his chest. She let a smile form on her face when she saw Celestia remove her horn from Maw's chest. 

The alien telepath let out one last gurgled cry before he fell to the ground. 

The solar Alicorn let out a breath as she landed in front of Sunset. 

The two simply stared at one another for a moment and before they knew it, they were both galloping towards one another. The two embraced, Celestia's wings folded around her former student's body as the Unicorn nuzzled into her chest. 

The two departed from the hug, not wanting to be caught off guard by the enemy forces. 

Celestia gave Sunset a kind and gentle smile, "I've missed you, Sunset." She said warmly before looking around at their surroundings, "Although I wish it weren't because of... This..." Celestia gestured towards the corpses around them with her massive wings. 

Sunset giggled before flicking her mane out of her eyes, "You and me both. But to be fair this doesn't seem to be too far out of the ordinary." 

"Eh, you're not wrong." Celestia agreed with a small shrug of her shoulders. 

Their conversation was interrupted as the head of Black Dwarf landed right between the two, blood gushing out of the bottom of the decapitated alien head. Sunset placed a hoof to her mouth, her face turning green from nausea. She then proceeded to turn around and barf up her guts. 

Celestia simply looked at the vile sight before turning her head to face the one who tossed the head in the first place. Doctor Doom threw Dwarf's blood stained axe into the ground and marched over to the two Equestrians as Sunset stopped vomiting. 

Doom walked in between the two and said, "If you two are done socializing, we have a war to win." He bumped into Celestia as he walked past. 

Sunset wiped the bile from her mouth with her foreleg before she turned to her former mentor, "Um... Who was that?" 

"One who deserves a fate worse than Tartarus." Celestia replied coldly, showing no signs of hesitation in her answer. She turned to her former student and placed a hoof on her shoulder, "Come, my former student, this war shall not win itself." And with that, Celestia took off into the sky with a mighty flap of her wings. 

Sunset, not wasting any time, galloped right after her with her horn lit up like a Hearths Warming tree. 



 

The Babylon Rouges all groaned in pain, their Extreme Gear crushed with little to no effort. Jet tried to get back up, but Thanos kicked the Hawk back down to the ground. The Mad Titan simply rolled his eyes before continuing on towards the remains of the Castle of Friendship. 

He swatted away anyone who was in his path, Asgardians, Equestrians, Mobians, Earthlings, it didn't matter who they were to Thanos. All that mattered was that they were in his way, and he wouldn't allow anyone to stand in his way. Thanos stopped when Proxima Midnight was hurled in front of his path, her spear broken and her arm severely injured. 

She looked up to her adoptive father and reached out for him to help her. Thanos knelt down and cupped the back of her head with his hand, staring into her eyes. Proxima looked hopeful for a moment before Thanos tightened his grip on her head, causing her eyes to widen in terror. 

Thanos' glare was as cold as ice, showing no signs of love or pity for his adoptive daughter. He moved his hand from the back of her head and got a firm grip around her throat, the action alone already crushing her windpipe. Thanos leaned in towards her face, his eyes piercing Proxima's. 

He let out a frustrated exhale from his nose before finally speaking. 

"She was always better than you." Thanos sneered coldly before breaking Proxima's neck with his hand. 

Her body went limp instantly, no signs of life in her whatsoever. Thanos tossed her body aside and stood upright, looking at the one who defeated Midnight with nothing but pride in his eyes. With nothing but love for her. 

His favorite daughter. 

Gamora glared hatefully at her adoptive father, her grip around the handle of her sword tightening as she grit her teeth in anger and hatred. 

Thanos smiled, but it wasn't a sick and twisted smile, it was a proud smile. A smile only a father could give to his daughter. In some twisted way, he did truly love Gamora, almost as much as he loved Death. He loved her so much that he would actually struggle to choose between Gamora and Lady Death. 

"Hello, daughter." He greeted softly with a smile, "I'm glad you're safe." 

Gamora let out a bitter laugh, "Why do I have a hard time believing that?" 

"Despite what you think of me, despite everything I've done, my love for you was pure, Little one." 

"Cut the shit." Gamora sneered venomously, pointing her blade towards her constant tormentor, "The only thing you love is your Lady Death! You don't even love her! It's an infatuation! An obsession! Well that all ends here!" She lowered her blade and looked down to the ground in sorrow, "I've spent my whole life running from you, escaping you." She lifted her head and gave Thanos a cold and determined look, "Well I'm done running!" 

Thanos shook his head in disappointment, "When you left me all those years ago, I allowed it. You haven't been under the impression that you escaped? Daughter, I raised you so much smarter than that." 

Gamora hated it when he called her Daughter. It disgusted her. It made her feel ugly and vile whenever he called her that. So when he said that word to her, she snapped. 

"I am not your daughter! You didn't raise me, you kidnapped me, orphaned me, and imprisoned me! Everything I hate about myself comes from you." She shouted as tears fell from her eyes, all the years of pain and suffering finally opening up inside of her. "It's because of you that my sister is dead!" 

Thanos quirked an eyebrow at that, "Do you truly believe that, daughter?" He asked in a curious tone. Gamora was about to retort but stopped when no words came to her. As much as she hated to admit it, Thanos did have a point. Despite the many sufferings he has caused, this wasn't one of them. 

The Mad Titan approached his adoptive daughter slowly as tears fell from her eyes. 

"You're strong. Me." He began as he drew closer to Gamora. "You're generous. Me." He planted his blade into the ground and stood before his crying child, wrapping his arms around her as she cried. She dropped her sword to the ground and cried into Thanos' chest, slowly reaching for her sidearm. 

She had him right where she wanted him. 

Gamora caught him hook, line, and sinker. 

She grabbed her sidearm and pushed away. 

But her finger wouldn't pull the trigger. 

Try as she might, she just couldn't do it. Gamora then noticed the blue aura around her trigger finger. She gasped before looking at Thanos in shocked realization. 

He knew. 

He knew her plan and let her try it anyway. 

Thanos gave Gamora a disappointed look, the Space Stone glowing with power, "But I never taught you to lie. That's why you're so bad at it." He then moved her out of his way with the Stone, but not with much force as to not hurt her. Despite what a monster Thanos is, he only ever had one rule. 

He would never harm Gamora in any way, lest the situation called for it. 

Thanos truly does love his daughter. 

The Titan continued on his path towards the destroyed castle, but he was suddenly pummeled into a wall of debris by a golden force. He fell to one knee and looked up at his assailant. 

A very pissed off Sonic the Hedgehog. 

"Shadow was one of my best friends." He spoke in a deadly tone. Thanos tried getting back up, but Sonic zoomed over and seized his neck, holding him against the wall, "AND YOU JUST KILLED HIM!!!" Sonic yelled as he prepared to punch the monster in his grasp. 

But Thanos snarled and closed his golden fist, all five Stones in his possession lighting up. Sonic let out a frustrated scream as he was thrown backwards from the resulting shockwave. The Hedgehog recovered in the air and glared down at Thanos as the Titan called his double sided blade to him. 

 

Sonic let out a primal roar before he zoomed downwards towards Thanos, the Titan letting out a roar of his own as he thrusted his left arm forward, firing a massive laser with the five Infinity Stone in his Gauntlet. Sonic curled into a ball and met the laser head on, but it didn't amount to much as he was sent flying through the air due to their sheer power. 

The yellow Hedgehog spun through the air before he crashed down onto the ground with a sickening Crunch! He was in the process of getting back up when Thanos suddenly appeared before him and kneed him in the face, sending the Hedgehog back and crashing against the remains of Twilight's old castle. 

Sonic shook his head and got back to his feet. He stared Thanos down before he boosted toward his foe, sending out laser blasts from the palm of his right hand. Thanos marched forward, swatting the blasts away with his blade as the Hedgehog approached. 

Thanos then clenched his fist, activating the Time Stone. 

Sonic froze in place, he couldn't move at all. 

No matter how hard he tried, his body wouldn't budge. Thanos then fired another laser with the Infinity Gauntlet, striking Sonic right in the chest and crashing into the remains of a Chitauri Leviathan. Sonic got up again, but Thanos appeared beside him and backhanded him away. 

Sonic rolled across the ground and got to his feet, only to be knocked down by Thanos, who used the Space Stone to teleport once again. The Super formed Hedgehog tried getting up, but a hand made out of dirt suddenly sprouted from the ground behind him and grabbed him. 

He tried breaking free but it was no use, Thanos wasn't planning on letting him go. The Titan then deactivated the Reality Stone and used all five Stones in his possession to power up his fist. Sonic was then punched in the face by Thanos, sending him flying across the battlefield. 

Sonic tumbled across the charred ground and rolled to a stop. He planted his hands on the ground and pushed himself up, spitting out blood as he rose to one knee. He caught a glimpse of Tails and Twilight fighting off a horde of outriders a few feet ahead of him. 

They both turned and saw that Sonic needed help. 

With a burst of magic from her horn, Twilight gave her and Tails some breathing room so they could rush over to help their friend. But before they could reach him, they were suddenly pushed back by a wave of blue energy. As the two landed on their backs, Sonic rose to his feet and was about to zoom over to see if they were okay. 

(End song) 

Until.... 

A hot feeling found its way into Sonic's chest, a tearing sensation that pushed him ever so slightly. He didn't know what was happening... Until the pain set in. 



He looked down to see a golden blade protruding from his torso, it felt hot, but it also felt cold at the same time. He began to feel a wetness dripping down from his stomach onto his shoe, he could feel a tearing sensation and hear a sickening noise in his ears. 

He felt his skin being pulled as Thanos removed the blade from his torso. Sonic felt the power of the Emeralds leave his body as his fur turned back into its usual blue color. His eyes changed from red to emerald, but there was no life in them, they looked exhausted and tired. 

Twilight and Tails could only watch on in horror as the Hedgehog fell to his knees, and then finally fall onto his stomach. Tails, with tears streaming down his cheeks and a stinging in his eyes scurried to his feet and rushed over towards his big brother. 

Twilight didn't move an inch. She was just sitting there, eyes wide and tears falling, her pupils the size of pinpricks. 

Tails slid down next to Sonic and turned him over onto his back, placing his hand behind Sonic's head and lifting it up. 

"SONIC!!! SONIC WAKE UP, PLEASE!!! PLEASE, YOU HAVE TO WAKE UP!!!" Tails pleaded as he sobbed. He got no reply from the limp Hedgehog. The young Fox shook his head frantically, "Nononononononononono, not you, anybody but you! I-I can't lose you too! I ju-just can't! SONIC! SONIC WAKE UP!!!" He shook the Hedgehog's body, but it was no use. "PLEASE, BIG BROTHER, YOU'RE STRONG ENOUGH! FIGHT! FIGHT GODDAMN YOU, FIGHT!!! SONIC!!! SOOOOOONNNNIIIICCCC!!!" Tails sobbed heavily as he held his brother close and cried into his blood stained chest. 

Not that Tails noticed, but the battle around him actually seemed to stop, everyone was looking at the Fox and the lifeless Hedgehog. The Mobians all looked on in horror, Amy fell to her knees as tears began to fall from her eyes. Knuckles clenched his fists and looked away as he cried over his fallen friend. 

Pinkie's mane deflated as she slowly landed on the ground, Fluttershy was already bawling her eyes out. Applejack lowered her Stetson to cover her face, she was crying too. Rarity could only look on at the scene before her with tears fogging up her eyes. Rainbow landed on the ground and sat down, tears brimming her eyes as she tried to process what had just happened. 

The Avengers could only look on in sadness, they were experienced in loss, but even they were shook by this. Peter removed his helmet and fell to his knees, holding back tears as he slammed his fist into the ground. Tony actually let a single tear fall, but no one saw it due to his helmet. 

Eggman was absolutely livid. Furious. Enraged. "No no no NO NO!!! He was mine!" Eggman exclaimed as he slammed his fists onto his console, "Mine!!!" He slammed his fists again, "MIIIINE!" 

His screams of rage went unnoticed. The only sound that was heard by anyone was the sounds of Tails' sobs. Who could blame him? 

His brother, Sonic the Hedgehog, hero of Mobius... 

Was dead... 

Thanos merely looked down at the young Fox with sympathy in his eyes, but it was only for a moment. Now wasn't the time to mourn. Now he had a job to do. 

"...ill you..." Thanos turned his head to see Twilight Sparkle, who had finally said something, physically shaking. Her eyes were covered by her mane, but her tears were clearly seen. She finally looked up and glared at Thanos with murderous intent. 

Finally she spoke again. 

And it horrified everyone who knew Twilight Sparkle. 

"I am going to Kill you." She declared as her voice changed into a low, distorted echo. 

(End song) 

 

A dark aura erupted around Twilight's body as she stood up onto her hooves, the ground breaking beneath her as she flared out her wings. Dark tendrils began to wrap around her wings as they grew in size, expanding outwards. Her legs began to grow in length, as did her muzzle. 

She began to ascend into the air as she let out a scream of pure agony. Her fur darkened slightly as her neck grew as well. Her eyes gained an aqua blue color, an aqua blue flame surrounding her eyes to accompany them. Her teeth sharpened as her horn shifted and changed. Twilight was then engulfed in an orb of aqua blue fire as her transformation completed itself. 

The orb then exploded outwards, revealing the transformed Princess of Friendship for all to see. 

 

All of Twilight's friends could only watch in horror at their friend's shocking transformation. Twilight then cackled like a mad Pony into the air, her horn shooting out a ray of Dark Magic into the sky. She then looked down at Thanos, who didn't look threatened in the slightest. 

The Alicorn glared down at the Mad Titan before flaring out her magic once more. 

"You took the one I loved away from me!" Twilight shouted at the Titan spitefully. She then let out a laugh that sent shivers down Celestia and Luna's spines, "NOW THE MIDNIGHT SHALL BE THE LAST THING YOU WILL EVER SEE!!!"
> War For A Better Tomorrow (Part 4)
> --------------------------------------------------------------------------

 

Midnight Sparkle cackled maniacally, her bellows echoing throughout the air as she slowly descended towards the ground. Her friends could only look on in horror at what had become of their friend, the one who had brought them together, the one who had saved Equestria more times than they could count. 

To see her in such a state was heartbreaking. 

Midnight landed on the ground, her aqua blue aura raging over her new form. She looked at her surroundings to see her allies fighting Thanos' forces, but she also noticed that her friends, specifically the Mane 6, her brother, and the three Alicorns, were staring at her in horror. 

She scoffed at them in her head, they couldn't understand what she was going through, nor did she have time to explain it to them. The broken Alicorn set her sights on the one she loathed. The one she hated with the fury of a thousand suns. 

Him. 

The one who took the life of the one she loved. 

Thanos. 

She snarled as she stomped towards him, the ground breaking beneath her hooves as she marched. As Midnight walked, she casted a sideways glance at the lifeless body of the one she loved. 

Sonic the Hedgehog. 

Her face had turned to sorrow, then it turned to one of pure malice. Thanos had robbed her of happiness, and now he was going to pay for it with his life. 

She looked away from Sonic's body and continued marching towards her enemy, intending on ending this before anyone else died. She saw the look on Thanos' face, he wasn't the least bit intimidated. Midnight chuckled darkly, she would take care of him soon enough. 

But as she continued on her pathway to Thanos, her friends and the Alicorns made their way in front of her path and stood between her and him. They each stood defiantly, not allowing her to pass. Midnight didn't have time for such frivolous games. 

Midnight ordered, "Move." 

"Ain't no way we're movin', Sugarcube." Applejack replied with a sternness in her voice. 

Shining Armor raised a hoof towards his sister, "Twily..." But to his shock, Midnight smacked it away nastily, the aqua flame around her eyes growing larger. 

"Don't call me that, Shining Armor." Midnight hissed in reply, "If you won't move, then I'll MAKE you!" She threatened, clearly not in the mood for nonsense. 

"Twilight, I know you are hurt, we all are." Celestia started. "Sonic was our friend too, we all cared for him in our own right. But you cannot let the darkness consume you. Think of the friendships you have made over the course of your life. Let them guide you back to the light." 

Instead of calming her down like Celestia had hoped, it made Midnight angrier. 

"DON'T PRETEND TO UNDERSTAND WHAT I AM GOING THROUGH!!! SONIC WAS JUST A FRIEND TO YOU, HE WAS EVERYTHING TO ME!!! I LOVED HIM, SO DON'T YOU DARE TRY TO COMPARE WHAT YOU FELT ABOUT SONIC TO WHAT I FELT ABOUT HIM!!!" 

Cadance was beginning to tear up, she could feel the hurt and pain in Twilight's heart. Her love was growing darker, more vengeful. Twilight really did love the blue Hedgehog, but now that he was gone, that love was was fanning the flame that was Twilight's darkness. 

"Twilight...." Cadance said softly, but Midnight cut her off. 

"Move." Her voice was stern and authoritative, showing that she had run out of patience. 

Rainbow looked at her friend in sadness, "Twi--" 

"I. SAID. MOOOOVVVVE!!!" Midnight bellowed as she stomped her right hoof onto the ground, creating a dark shockwave that sent the Equestrians back several yards. 

The dark Alicorn panted heavily, she didn't want to hurt them, but she wouldn't let anypony, or anyone, get in her way. Thanos had to be stopped, by any means necessary, and she wasn't going to let anyone stand between her and vengeance. 

She set her sights forward. 

She saw Thanos. 

and Thanos saw her. 

Midnight let out a pained roar as she took to the air and charged forward towards the Mad Titan, her horn flaming with darkness. Thanos was already anticipating the attack and raised his double ended blade to block the incoming beam of magic. 

Midnight roared angrily as she amped up her power, hoping that it would be enough to break through Thanos' defense. But no matter how much power Midnight put into her attack, Thanos' guard would not break, not even for a mere moment. She snarled as she shot upwards into the sky, stopping the flow of Dark Magic from her horn. 

Thanos looked up and glared at the dark Alicorn before she thrusted her wings forward, sending forward a wave of darkness. The Mad Titan clenched his Infinity Gauntlet, powering up all of the Stones he had collected, and dispersed the wave of darkness before it could even touch him. 

As Midnight readied another attack, Thanos quickly popped out of existence with the Space Stone. As she looked on in confusion, Midnight failed to see the Mad Titan appear behind her. Thanos then blasted her in the back with the power of all five Stones in his gauntlet, causing her to cry out in pain as she tumbled to the ground. 

Thanos teleported again and appeared before the Alicorn and backhanded her away before she could hit the ground. Midnight crashed through multiple walls of rubble as Thanos teleported again and blasted her with the combined might of both the Reality Stone and the Space Stone. 

She crashed onto the ground painfully, dust shooting up into the air where she landed. She slowly got herself up onto her hooves and snapped her head towards Thanos, who was slowly marching to her location. She had grown tired of this. This needed to end now. 

Midnight charged her horn and aimed it directly at Thanos. 

But before she could fire, the Mad Titan activated the Space Stone. 

And before she knew it, a certain baby Dragon was in his grasp. 

Midnight looked on in horror as her horn died down, "S-Spike?" She muttered softly. Midnight had intentionally left Spike behind so that he wouldn't get hurt, but Thanos was one step ahead of her. He had used the Space Stone to grab Spike from his secure location inside Stark Tower and was now using him as a bargaining chip. 

Thanos' gaze never left Midnight, it was a stern, cold look that actually sent shivers down Midnight Sparkle's spine. 

"You treat this reptile as your own," Thanos started, startling the Alicorn, "Much like how I see Gamora as one of my own. You would do anything to protect them. Well I believe that it is time to put that to the test, don't you agree?" 

(End song) 



 

Sonic's eyes fluttered open, a bright light welcoming him as he slowly moved himself into an upright sitting position. He rubbed his eyes with the back of his hand before standing up on his own two feet. He looked around, only to see white all around him, nothing but a vast, white void. 

"It is good to see you again, my friend." A sudden voice startled Sonic from behind, enticing him to turn around to face the source of the voice. Much to his relief, the voice belonged to a familiar face. 

"Tikal?" 

 

The Echidna nodded as she placed her hands in front of her, "How are you feeling, Sonic?" She asked, genuinely concerned for her friend's wellbeing. 

Sonic rubbed the back of his head nervously, "Tired, which is new for me since... Y'know.... Fastest Thing Alive and whatnot." He then looked around once more before facing Tikal, "What is this place anyway?" 

"The Master Emerald." Tikal answered. 

"Huh?" Sonic asked as he tilted his head to the side in confusion. 

Tikal giggled softly before elaborating, "Your soul and mind has moved on from the mortal plain into the Master Emerald. It is here where you will make your choice, Sonic the Hedgehog." 

This was a lot to take in all at once. He was inside the Master Emerald, the literal Master Emerald. "Wait.... How did I get here? And what choice do I have to make?" 

"The choice on whether or not you wish to move onto the afterlife of course." 

The memories started flowing back now. He remembered Ponyville, Thanos stabbing him, Twilight, especially Twilight Sparkle. He looked down at the ground for a moment before looking to Tikal again, "Wait, why do I get a choice here? I thought that once you died, that was it." 

"Under normal circumstances, yes, that would be the case." Tikal replied, "But it was not your time yet, Sonic. You still have a purpose in the mortal realm. A purpose that has yet to be fulfilled. We both know it." 

Sonic was confused once more, "I'm sorry, who's we?" 

"Hello, my Blue Angel." 

Sonic's eyes widened at the sound of that voice. No. It couldn't be. It was impossible. He turned around slowly and was greeted by the sight of the one he thought he'd never see again. 



"M-Mom?" Sonic asked softly as he raised his hand towards his mother. 

He became ecstatic when she interlocked her fingers in between his own. The azure Hedgehog lunged forward and tackled his mother in a bone crushing hug, to which Bernadette returned the embrace. Tikal looked at the sight with tears in her eyes. 

Sonic pulled back, still holding onto his mother's shoulders, "I-I missed you so much." 

"Oh, Maurice," Bernadette started softly, wiping the tears out of her son's eyes, "I am so proud of the man you've become. I've been watching you, you're a hero! My son is a hero!" 

"I-I just wanted to make you proud, Ma. That's all I wanted." 

"Oh honey, I couldn't be prouder than I am now." Bernadette replied, cupping her son's face with her hands, "But now is the time to make a choice." 

"C-Choice?" Sonic's voice stuttered. 

Bernadette nodded slowly, "You have a choice to come with me into the afterlife... Or go with Tikal back to the mortal realm and finish this fight." 

Sonic looked heartbroken. He had just gotten his mother back, he had finally gotten his reward, not that he ever asked for one. But he knew what the right choice in this scenario was... And it didn't involve going with his mother. 

"B-But if I go back... I'll lose you again." Sonic said softly as a tear trickled down his face, "I-I just got you b-back..." 

"Maurice. You will never lose me. I will always be with you, no matter what. You know what you have to do, but I can't make that choice for you." Bernadette said with conviction, "You have to go back and stop Thanos, but in the end, it is up to you, my Blue Angel." 

Sonic sniffled before tackling Bernadette in a hug once more. He really didn't want to let go, but he knew that he had no choice. They both departed from the hug as Tikal approached the blue hero and placed her hand on his shoulder. 

"It is time." Tikal said softly. 

Sonic nodded as a white light surrounded him and Tikal. 

He looked to Bernadette one last time and reached out to her, "I love you, Mom." 

Bernadette reached out with tears in her eyes, "I love you too, my beautiful boy." 

Everything around Sonic then vanished within a flash of white light. 



 

"So what's it going to be, Princess?" Thanos asked slowly as he raised his blade towards Spike's neck. Midnight would've attacked then and there.... Had there not been a strong presence felt around Ponyville. Everything seemed to stop as everyone, including Thanos, turned to see pebbles rise above the ground where Sonic's body rested.

 

All of a sudden, the seven Chaos Emeralds appeared around the blue Hedgehog, much to everyone's confusion. They all then suddenly began to enlarge as a white glow engulfed them. 

They had transformed into the Super Emeralds. 

The Super Emeralds then began to rotate around Sonic's body, raising him into the air as they rotated faster. Midnight's eyes widened as Sonic's chest wound healed itself. Everyone looked amazed at what was happening. Knuckles and Tails began to laugh joyously as the Emeralds rotated even faster. 

Thanos dropped Spike to the floor as he eyed the phenomenon closely. 

Iron Man looked on in surprise, as did Spider-Man and the rest of The Avengers.  

The Super Emeralds spun faster and faster, seemingly becoming nothing more than a white blur that rotated around the blue Hedgehog's body. The Super Emeralds then slowed down for a moment before shooting themselves right into Sonic's body. The ground beneath him exploded, creating a crater as the Hedgehog took a step forward, he then clenched his fist tightly before snapping his eyes open. 

 

Hyper Sonic slowly walked out of the crater with a heavenly white aura surrounding his body. Before anyone knew it, he zoomed forward at light speed and shoulder charged Thanos across Ponyville. Hyper Sonic appeared in front of Midnight in a flash of light. He turned to her and gave her a gentle smile before zooming upwards to take care of business. 

He shot up right through the jaw of a Chitauri Leviathan, killing it instantly as he tore through the top of its head. 

As the Leviathan fell to the ground, Hyper Sonic fired a white blast from the palm of his hand, destroying a squadron of Chitauri Soldiers and Outriders without even breaking a sweat. He then teleported down to the ground at light speed and slammed his fist into the ground, creating a white shockwave that atomized the surrounding Outriders. 

As he stood upright, Hyper Sonic saw a squadron of Chitauri charging towards him. Without even turning to face them, he raised his left hand and obliterated them with a blast from his hand. 

(End song) 

Hyper Sonic turned his head to see the Freedom Fighters all darting towards him. Before he knew it, he was tackled in a group hug from his closest friends. But it wasn't only them, as the Equestrians had joined in the group hug as well. He laughed before teleporting into the air and zooming over to Midnight Sparkle, who was sitting on her haunches with tears streaming down her cheeks. 

She could barely comprehend what had just happened, let alone the fact that Sonic was standing right in front of her. Before she could say anything, Sonic cupped her chin and leaned in. It was at that moment that their lips met. 

The kiss was heavenly. 

As the two lovers showed their affection for one another, Midnight's body was engulfed in a white light. Her wings sprouted outward, sending white sparkles flying through the air as the darkness was cleansed from her body. The light around her eventually dissipated, revealing her new look for all to see. 

 

Their lips parted, both of them staring into each others eyes. Nothing else mattered at the moment. All that mattered was them. They were reunited once again. 

Sonic smiled, "Heh, nice look there, Twi." 

Twilight giggled as she wiped the tears away from her eyes with her hoof, "Funny, I was going to say the same thing about you." She then glanced at her new body for a moment, "But this will definitely take some getting use to." She then suddenly slapped the Hedgehog on the back of the head with her giant wing, "And if you EVER scare me like that again, there won't be any type of Emeralds that will save you from me. Got it, buster?” 

Sonic chuckled as he rubbed the back of his head, "Noted." 

A sudden yelp from Fluttershy ruined the moment and caught their attention. They turned to see what she was screaming at, only for them both to look on in terror at what they saw.

 

Thanos was standing atop the remans of Twilight's castle... With a purple Stone in his hand. The flames danced behind him as he placed the Power Stone inside the Infinity Gauntlet. The power of all six Stones surged through his entire body for a moment before he gained control. 

He then looked down at his completed Infinity Gauntlet, proud of what he had achieved. 

It was time. 

Here and now. 

He turned his sights to the heroes that stood before him and smiled. 

He raised his hand into the air as he prepared to snap. 

"Let me indulge you all in one last piece of advice." Thanos broke the deafening silence, startling everyone there, "You cannot prevent the inevitable. You cannot prevent what I am about to do. You cannot prevent me." 

He placed his thumb against his middle finger. 

"For I am.... Inevitable." 

He snapped his fingers. 

(End song) 

A rainbow colored wave emerged from Thanos' position, erasing everything it came in contact with. The ground, the sky, the grass, the trees. 

Everything. 

The Guardians were the first to go, then The Babylon Rogues, The X-Men, The Fantastic Four, anyone who stood in the waves path was erased from existence. Knuckles shoved Tails out of the way before he was engulfed. But it was for naught as Tails was then erased as well. 

Tony tried flying away, only to get caught in the wave. 

Cap tried blocking the wave with his shield, but he too was consumed. 

Celestia and Luna stood no chance. 

Even Rainbow Dash couldn't out fly her impending doom. 

The rest of the Mane Six were the next to go. 

Then the CMC and the Student Six. 

What remained of the Pillars went along with Rouge and Omega. 

Moon Knight and Sunset Shimmer went next. 

Doom did not run, he simply accepted his fate, folding his arms and closing his eyes as the wave consumed him. 

Twilight could only watch on in horror as the wave consumed everyone she knew... Including Spike. 

And she and Sonic were next. 

As the wave closed in, Sonic took a defiant step forward and pushed out his right hand in an attempt to protect Twilight. When suddenly... Everything stopped. 

 

Time was still. 

The wave ceased moving. 

The only thing that moved was Sonic himself. He looked around to see that time had literally come to a standstill. He turned behind him to see Twilight with her wings flared open, ready to face the wave head on. He waved his hand in front of her face. When he received no form of response from the Alicorn, he came to a startling realization. 

He had the ability to stop time. 

In his Hyper form at least. 

Sonic took a small step forward, time seemingly rewinding as he did. 

Wait... If he could rewind time... Then he could stop Thanos from ever snapping his fingers. 

He could save everyone. 

This was it. 

This was his purpose. HIS moment. 

Sonic then crouched down into a running position, inhaling deeply as he closed his eyes. This was it. The moment to save them all. No matter what, he could not stop running. He could not fail. He would not fail. He's the fastest thing alive. He's Sonic the Hedgehog. 

His eyes snapped open as white electricity sparked from the corners of his eyes. He took off at high speeds, each step he took on the ground rematerialized an aspect of reality. The ground literally forming as he ran, the wave was being pushed back as he ran forward. 

Towards him. 

As Sonic ran, Iron Man's molecules remerged with one another, as did Captain America's. Spike, Knuckles, everyone was being reborn as he ran. The sky reformed as he continued on his path. His friends reappearing into existence as he increased his speed. 

He couldn't slow down now, he was so close to saving everyone. He couldn't. He WOULDN'T. He WOULD save everyone. He WOULD stop Thanos. His speed increased as Eggman reappeared into reality, as did M.O.D.O.K. and Nick Fury. 

Time was rewinding faster as he increased his pace, his speed. Black Panther reformed as he ran past. Amy and Rarity reformed as he continued running. 

He had to keep running. 

He WOULD keep running.

He wouldn't stop! 

Not now! 

Not EVER!!! 

"I am so proud of you, Maurice." Bernadette's voice spoke in his head as he ran, "Keep running my Blue Angel. Never stop running." 

Sonic let out a scream as he ran faster than he had ever ran before, pushing the wave back even more. White lightning trailed behind him as he zoomed across the battlefield. Fluttershy, Celestia, Luna, Cadance, Shining Armor, all of them were reborn thanks to his speed. The X-Men, The Guardians of the Galaxy, The Fantastic Four, all who were erased were now being reborn. He continued pushing back the wave, he wasn't going to let this mad man destroy his home, his friends, he wouldn't let him take them away. Not now, not ever. 

Eventually, all of Ponyville was restored, he could see the Mad Titan with his hand raised into the air with a mad grin plastered on his face. 

This was it. 

The home stretch. 

Today would not be the end. 

There WILL be a tomorrow!!! 

Sonic leapt into the air and reeled back his fist as reality was restored. He then let out a primal scream as he threw the punch right into Thanos' face. Just as the Mad Titan was about to snap his fingers, he was sent flying through the air by a powerful force. 

That force was none other than Sonic the Hedgehog. 

Chunks of Thanos' armor were torn apart from the sheer force of the punch. His helmet completely shattered on impact. As Thanos flew through the air, all of reality reformed itself as time sped up back to normal. 

He had done it. 

Sonic had saved all of reality. 

He WAS fast enough. 

This was why he was known as the Fastest Thing Alive. 

(End song)
> Weight Of The World
> --------------------------------------------------------------------------

Thanos wasn't angry. 

Thanos wasn't calm. 

No. He was absolutely livid. 

A rainbow colored beam shot up from the rubble where Thanos laid, only for the beam to completely obliterate the surrounding area just before the Mad Titan rose up back to his feet. He panted heavily, not only out of exhaustion, but out of rage. 

He was about to do it. He was about to finally fulfil his life’s mission, his purpose; literally robbed right in front of him. He could feel the power coursing through him, he could snap right now. But it wouldn't matter, not in the end. That Hedgehog could reach him before he could blink. 

He was a hindrance, he needed to dispose of him before he could complete his mission. 

Thanos tightened his grip, the six Infinity Stones glowing with raw, unrivaled power. He tilted his head from side to side, cracking his neck, before slowly marching forward. 

Right towards the nine figures darting towards him. 

Thanos stopped and stood there in the middle of the battlefield as Hyper Sonic, The Mane 6, Spider-Man, and Iron Man all rallied together and stood before the Mad Titan. He looked at the group before him, unimpressed at their feeble efforts to thwart him. 

He was not afraid. 

Why should he be? He had Godhood literally in his grasp. 

So why was it so hard to just snap his fingers? 

He could wipe out all life, sans Gamora, right now. But he knew that if he wanted to do that, he must eliminate all opposing factors in his plan. And luckily for him, those factors were standing right in front of him. 

The silence was evident. Everyone there focused on their adversary. 

He focused on them. 

And they focused on him. 

None of them paid any mind to the other heroes fighting the good fight around them. Right now they didn't need to, no, they just needed to complete the mission. 

Thanos needed to snap his fingers. 

The Avengers needed to get those Stones. 

The Titan's gaze was cold and stern, no one could tell what he was thinking. He could be plotting to blow up their planet. He could be plotting ways to make them wish they were dead. Right now Thanos had only one thing on his mind... Survival. 

He would ensure that he would live to see his new, perfect universe, even if only for a few seconds before succumbing to Death's everlasting grip. He would NOT allow these sheep to rob that from him. 

Thanos flexed his fingers before curling them into a fist. He chuckled deeply before a humorous smirk found its way onto his face, "So here we are," Thanos started, breaking the silence, "Me... On the cusp of total victory," He then gestured to the heroes before him with his hand, "You... Standing against me, clinging to whatever hope you have left. 

"I wonder, why do you persist? The odds are stacked against you," Thanos remarked before lifting his golden fist to show off the Infinity Stones, "I have Godhood in my grasp. I could wipe you all out with a mere thought, and you wouldn't even know it. Tell me, what do you have that is more powerful than that?" 

As Thanos waited for a response, The Mane 6 all looked at each other confidently before Twilight stepped forward, "We have a magic far more powerful than those Stones, Thanos." 

Applejack smirked as she stood forward, joining Twilight's side, "A magic that is everlastin'." 

"A magic someone as brutish as you could never understand!" Rarity declared, stepping forward. 

Rainbow flapped her wings and joined her friends, "A magic that blows your power out of the water!" 

"A magic that is incorruptible." Fluttershy declared firmly, stomping forward with an uncharacteristic amount of confidence. 

Pinkie bounced forward, "A magic that fires giant rainbow lasers!" 

"FRIENDSHIP!!!" Twilight finished, flaring out her wings. 

Thanos quirked an eyebrow, baffled by their unwavering loyalty to this ridiculous ideal. "You truly believe that "Friendship" and "Magic" can save you?" 

Rainbow scoffed, rolling her eyes in amusement, "You still don't get it do you?" 

The six mares all looked to one another before all shouting together, "FRIENDSHIP IS MAGIC!!!" 

The Titan smirked as he called his blade to him, "Noble sentiments," his double ended blade landed in his firm grasp before he finished, "From those who are about to die." 

Sonic folded his arms before refuting, "Y'know I've lived my live by those sentiments, and they're worth dying for!" 

"FRIENDS are worth dying for!" Spidey added as he crouched down, ready to pounce. 

Iron Man raised his arms, readying his Repulsor Rays, "And that's something you wouldn't understand since you don't have any friends, Purple Nurple." 

Thanos chuckled, tightening his Stone covered fist, "You say your friends are worth dying for." He repeated as he readied himself for battle, "Then die you shall." The Titan pointed his blade towards the group before him, "After all, I am always pleased to honor such a foolish request." 



This is it. 

Now or never.  

No move was made from either side. 

They just stood there and waited for one of them to make the first move. The heroes could feel it. It all came down to them, the fate of the universe rested with them. They could feel the weight of the world on their shoulders. If they failed it was all over. 

It was time. 

Hyper Sonic clenched his teeth, "Let's end this." 

Thanos made the first move, firing a laser from all six Stones, The power of the universe in his literal fist. The group all diverged into multiple directions, avoiding the attack. Iron Man, Rainbow Dash, Fluttershy, and Hyper Sonic all flew around Thanos, dodging various laser blasts from the Mad Titan. 

As he flew, Tony Stark fired multiple Repulsor Blasts from his hands, trying and hoping to damage Thanos ever so slightly. Not only was Tony landing blows on the Titan, but Hyper Sonic was as well, throwing Chaos Spears at the villain as he flew. Rainbow and Fluttershy were moving in and out, striking the Titan either whenever he wasn't looking or too busy focusing on Sonic and Iron Man. 

Thanos clenched his teeth in annoyance. He had HAD enough. He let out a mighty roar as he clenched his fist, releasing a burst of infinite energy from the Gauntlet that knocked them all to the ground. Sonic and the other fliers all rolled to a stop, but unfortunately they didn't have time to recover as Thanos fired a laser from the Power Stone. 

Sonic quickly rounded up his fallen friends and teleported them out of harms way. 

Thanos growled in anger before being struck in the back by an unknown blast. He turned and was kicked in the face by Peter Parker. The Wall Crawler then flipped over Thanos as Twilight Sparkle and Rarity each fired a blast from their horns, hitting Thanos in the chest, sliding him back a few meters. 

They fired again, only this time Thanos responded by spinning his helicopter blade around to block the laser blasts. He then saw Peter and Pinkie coming in for a strike from the corner of his eye. He then activated the Space Stone and teleported away, letting the two beams of magic hit the two heroes. 

Before either Rarity or Twilight could register what had just happened, Thanos appeared before them and punched the ground, using the Power Stone to create a shockwave that sent them flying back into a wall of rubble. Thanos then heard Rainbow Dash flying behind him and used the Time Stone to move forward in time so he could intercept her from the side, striking her with a knee to the gut. 

Rainbow cried out in pain before the Titan grasped her tail and spun her around in the air. He then used Rainbow's body to smack Applejack into the ground and then proceeded to toss Rainbow into the sky. The Mad Titan chuckled as Hyper Sonic came into view with a scowl on his face. 

The Hedgehog increased his speed before spear tackling Thanos to the ground. At least that's what he thought had happened before realizing that he phased right through him. Thanos had used the Reality Stone to trick Sonic into thinking he had a chance. 

He turned to see Thanos fire a blast from the Gauntlet, Sonic wasn't going to let up. He teleported right behind Thanos and kicked him to the ground. He laughed loudly, only for reality to set in. Twilight laid at his feet, he had just attacked Twilight. 

Before Sonic could do anything, his mind was suddenly plagued with thoughts of misery and pain, it was torture. His pain was then worsened as a wave of yellow electricity struck his chest, sending him flying across the battlefield. Thanos deactivated the Mind Stone and turned around. 

Suddenly, Iron Man tackled his body and flew him into the air. Tony delivered punch after punch, not giving Thanos the chance to recover. He then fired a Unibeam blast that sent the Titan crashing to the ground. Thanos bounced off the ground multiple times before he was bucked in the back by Applejack. 

Before Thanos could land, he teleported with the Space Stone, nowhere to be seen. Everyone looked around in confusion before multiple blue portals opened up around them. Peter's Spider Sense went nuts, alerting him of the incoming danger. 

"EVERYBODY MOVE!!!" He shouted just before blue lasers shot out of each and every portal. 

Peter swung out of the way while the fliers all took to the sky to avoid the beams of death. Rarity shielded Pinkie with a protective magical barrier until the lasers ceased. In the middle of the battlefield, a singular blue portal opened before Thanos stepped out with a cocky grin on his face. 

Twilight let out a primal scream before she and everyone else either charged or dived towards the Mad Titan. The villain wasn't fazed as he raised the Infinity Gauntlet into the air, releasing a burst of power from all six aspects of reality. The blast knocked everyone back, giving Thanos the chance to use the Time Stone to freeze time before they all hit the ground. 

As everyone hovered there, Thanos chuckled before he used the combined power of the Space and Power Stones to bring them in closer before sending them all flying with a burst of purple energy. They all landed harshly as Thanos stood atop the mountain of ash and bones, holding his arm into the air as the six Stones let out multiple lasers across the sky. 

Twilight lit up her horn and teleported everyone to her. They all looked tired and beaten, Thanos was too powerful. But they had a stronger power within them. They had the Magic of Friendship burning within their souls. 

"Listen, it's time we end this. When I give the signal, fire everything you have at that monster, and I mean EVERYTHING. This is our last hope, our last chance! Let's show him that no power in the universe is stronger than the Magic of Friendship!" 

They all nodded before Twilight used her magic to raise them all into the air. Thanos looked up to see his foes all staring him down as they hovered before him. The Titan snarled before they all fired a combined heavenly white laser. He spun his blade around to deflect the laser, he wasn't going to let it end like this. 

He wouldn't allow it. 

But much to his shock, he was beginning to be pushed back, his feet digging trenches into the ground as their combined power began to overwhelm him. Sweat began to drip down his face as his blade began to break apart. Thanos readied the Infinity Gauntlet before his blade eventually shattered in his hand. 

But just before the laser could touch him, Thanos fired a laser from the Infinity Gauntlet, using all the power the Stones had in this struggle for dominance. He grinned madly as his laser countered theirs, he was going to win. His mission would finally be completed. 

He had won. 

There was nothing they could do.

But suddenly, the tides shifted as the heroes' beam began to overpower Thanos'. The villain pushed forward, adding more fuel to the fire, but it was no use as he was slowly being pushed back. He gripped his forearm with his free hand to try and steady himself. 

He pushed the Stones to their limit, he wasn't done yet. Thanos' beam began to fight back, making the heroes fight for their victory. They couldn't fail, if they did, everyone would lose. Twilight added more magic before looking to Sonic, who offered his hand. She nodded before placing her hoof into his open hand. 

Thanos was stunned as their power grew. He was beginning to feel tired as he started to lose. He wouldn't allow this, he added more power, one last push to victory. He was so close. He would not lose now, not when his destiny was right before him. 

But he was only delaying the inevitable as Twilight and the others let out one final roar as they gave it their all. Thanos let out a roar of defiance as the Stones were overpowered and he was showered in a heavenly light, ending this fight once and for all. 

Thanos let out one final scream before he was engulfed entirely. 

He lost. 

It was over. 

(End song) 

As the dust began to settle, the nine heroes landed softly on the ground, the heavenly glow leaving their bodies. Sonic panted heavily as the power of the Super Emeralds left him, returning him to his normal form. He fell to his knees before Twilight lifted him back to his feet with her magic. 

Sonic leaned on his Marefriend as everyone began to laugh joyously. 

They had did it. 

They won. 

"WOOHOO!!!" Pinkie Pie exclaimed as she jumped into the air, "WE DID IT!!!" 

Tony laughed as he bumped Rainbow's hoof, "YOU'RE GODDAMN RIGHT WE DID!!!" 

But suddenly, Peter's head began to ache. His Spider Sense was going nuts. But why? Thanos was beaten, they had saved the universe. 

Unless... 

Peter's eyes widened as he slowly turned to the smoking crater Thanos was last seen in. His body began to shake in fear, which was noticed by everyone present. 

"Y-Yo, Pete..." Sonic muttered weakly. 

Twilight tilted her head in concern, "What's wrong?" 

As if to answer her question, six familiar gems glowed through the smoke as loud footsteps were heard by all. 

"Sir... Enemy approaching...." J.A.R.V.I.S. declared to his shocked creator. 

 

All of a sudden, a blue aura engulfed each and every one of them. They couldn't move, even if they wanted to. They all looked on in horror as Thanos walked out of the cloud of dust with a sick grin on his face. To add more salt to the wound, he raised his fist and powered up the six Stones in his possession. 

"A nice attempt." Thanos spoke, complimenting the group of heroes before powering up the Power Stone, "But it was never going to work anyway." He then blasted them all with the Power Stone, engulfing their bodies in a purple wave of power. They were all sent flying across the battlefield, much to everyone's shock. 

The gigantic battle seemed to come to an end as Thanos marched toward the center of Ponyville with a sick grin on his face. 

(End song) 

 

Twilight looked up weakly, patches of her fur were missing and bruises were evident all across her. A stray tear fell from her eye as Thanos looked down at her. The Titan then looked up to the sky to see the sun shining through the smoke in the sky, "Poetic. The sun shining down on not only a new day... But on a new universe." Thanos then looked down to Twilight, "You put up a decent fight, Princess, but in the end it was all for nothing." 

Thanos then raised the Infinity Gauntlet into the air, showing off all the Stones, "It is time. No more delays." He let out a breath of fresh air before looking up to the sky in a hopeful manner, "This is destiny fulfilled." 

He went to snap his fingers. 

Only for a beam of magic to halt his progress. 

He looked to see Rarity firing a magical laser at the six Infinity Stones. Twilight looked over to her friend and came to a horrifying realization. 

"There's only one way." Twilight thought as she slowly got up to her hooves, her entire form shaking, "Doom was right. This is how we win." She sniffled before igniting her horn, "Goodbye, Starlight." Twilight then fired a magical blast of her own at the Gauntlet. 

Following their examples, Celestia took to the air and fired a beam at the Gauntlet as well, giving it her all. Luna, who was standing on the ground below her, fired as well. They weren't the only ones, as Star Swirl, Trixie, Sunset, Sweetie Belle, Chrysalis, Chancellor Neighsay, Shining Armor, Princess Cadance, and even Lord Tirek were firing magic towards the Gauntlet. 

The combined forces of magic were beginning to overload the Stones, Thanos could feel it. His eyes went wide as he realized what they were doing. They were trying to rob him of his destiny. He began to close his fist, only for crimson, magical bands to surround his fist. 

He looked to see Dr. Strange struggling to maintain the spell. Thanos snarled as he fought through it all, the bands, the magic, all of it. None of it would stop him. Despite their combined efforts, he was still about to snap his fingers. Rainbow saw this and remembered what she had promised herself. 

"No one else was going to die." She was going to honor that promise. Rainbow Dash took to the air and shot downwards, wrapping her forelegs around the Infinity Gauntlet. 

Thanos roared as rainbow electricity began to engulf not only his arm, but the entire left side of Rainbow Dash's body, the sparks of lightning burning her fur and skin. The Mad Titan glared into Rainbow's eyes, to which she responded with her trademark grin. Thanos tried pulling her off of him, but she wouldn't move. 

The Stones began to crack as everyone gave one final push. It was becoming too much for the Stones to handle. Rainbow was in tremendous amounts of pain, but she pushed through it. She gave Thanos one last smirk before they were both engulfed in an explosion of light. 

The light soon engulfed the entirety of Ponyville, dispelling the smoke in the sky, allowing the sun to shine down once more. 

(End song) 

 

The sound of Chitauri ships leaving the Earth's atmosphere was the first sound anyone heard once the light dissipated. Everyone looked around, hearing the birds chirp and feeling the sun shine down on them. They all then looked up to see the Chitauri leaving, knowing that there was no coming back from this. 

It took a minute for it to settle into everyone's minds. 

They did it. 

"WE WON, BITCHES!!!!" Deadpool exclaimed, which was met by resounding cheers from all the heroes in Ponyville. Even Logan cracked a smile as he folded his arms. 

The CMC and the Student Six all shared a group hug while everyone celebrated their momentous victory. Electro and Vulture actually shared a fist bump while Cozy tackled both Chrysalis and Tirek in a bone crushing group hug. Eggman gave out his iconic bellow of laughter from inside his mech while Nick Fury smiled. 

Cap raised his shield into the air as Thor shot a bolt of lightning into the sky with Mjolnir. 

Gamora on the other hand slid down into the massive crater in the center of the ruined town, wanting to see if he was still down there. To her relief, Thanos was there. 

And he was barely breathing. 

She walked over and stood over the Titan's body, removing her pistol as Thanos looked into his daughter's eyes. 

"D.....Daughter....." Thanos muttered weakly, barely holding on, "Eve.......Everything.....I did......I di-" He never got to finish since Gamora shot him in the head. 

Thanos stopped breathing. 

He was dead. 

Gamora tossed her gun aside and walked away from his corpse. She turned her head slightly and declared for one last time, "I am not your daughter." 

(End song) 

As Gamora climbed out of the crater, the sound of coughing and hacking caught everyone's attention. They all turned to see the silhouette of a Pony on the other side of the crater. The Pony limped towards the heroes, revealing herself to be none other than Rainbow Dash. 

The Mane 5 gasped at the sight of their rainbow maned friend. 

Her entire left side was practically burnt off. Her fur was either singed or completely burnt off, her left eye was grey and lifeless, and her mane had lost its trademark color. Rainbow gave her friends one final smile before collapsing. Twilight and her friends all rushed to Rainbow's side. 

Twilight got there first and used her magic to flip Rainbow onto her back. She gasped as the rest of her friends joined her. Iron Man landed behind Twilight and walked over, kneeling down as he scanned the Pegasus' body. Pinkie's mane was limp and deflated, Rarity was bawling into Fluttershy's chest, which was surprising seeing as how Rarity was usually the strong one. 

Fluttershy was openly sobbing while she comforted Rarity. 

Applejack had a pleading look in her eyes, awaiting Tony to let them know if she was going to make it. 

"J.A.R.V.I.S.?" Tony asked his A.I., hoping for some good news. 

J.A.R.V.I.S. was unusually silent for a few moments before he finally responded, "....Life functions absent, sir." 

Tony let out a sigh before turning to face Twilight, "....I'm sorry, Twi..... She's gone..." 

The Alicorn turned away as she began to openly sob, Applejack was crying silently, placing her hat over her heart as a sign of respect. The Mane 5 all came together in a group hug around Dash, not wanting to let their friend go. Sonic the Hedgehog limped over and fell to one knee, bowing his head in remembrance. 

Knuckles, seeing this, followed the Hedgehog's example and kneeled as well. Soon so did Tails, and Amy, and the rest of the Freedom Fighters. It was then that everyone else, even some of the villains, began to kneel in honor of Rainbow's sacrifice. The CMC held Scootaloo, who was hysterical, comforting her over the loss of her big adoptive sister. 

Only when Cozy kneeled, much to Tirek and Chrysalis' annoyance, did Celestia and Luna kneel as well. 

Everyone, sans Doom, Doc Ock, Eggman, M.O.D.O.K., Tirek, and Chrysalis, were kneeling out of respect for the prismatic mare and her sacrifice. The only sound that could be heard in Ponyville right now were the sounds of the Mane 5 crying over the loss of their friend.
> A Better Tomorrow
> --------------------------------------------------------------------------


-10 Years Later-
 

It has been ten years since that fateful battle in Ponyville. Thanos was gone, the Stones were no more, and the three universes remained merged. Since then, Canterlot and Ponyville have been rebuilt, updated with modern technology to keep up with other prospering cities around the world. 

The various deaths at 'The Battle for Tomorrow' were remembered, and were given proper send offs at the right times. Just outside Canterlot Palace was a wall memorial of all the people who gave their lives to stop Thanos. May their sacrifices be remembered. 

Most of the villains, if not all of them, save for a few, were placed back into their cells. 

The only ones to evade capture were Doctor Doom, Doc Ock, and Dr. Eggman. While Otto was eventually captured, Doom still resides in Latveria, ruling over his subjects. Eggman on the other hand was still creating robots for mass destruction with an intent on global domination. 

Yeah, like Sonic would ever let THAT happen. 

Miles Prower was now a head scientist at STARK Industries, he had taken an internship after Thanos was defeated and now he was essentially one of the bosses. 

Knuckles returned to Angel Island to guard the Master Emerald, not allowing anything to take it. Although Rouge would try every now and again, much to Knuckles' annoyance. 

Clint Barton and Natasha Romanoff entered retirement. 

Hawkeye wanted to spend all the time he could with his family while Natasha wanted to see the world without having to be a top secret agent. 

Apparently it's a better experience that way. 

Tony Stark still ran his tech empire, nothing new there. 

Nick Fury, alongside Director Celestia and Director Luna, ran S.H.I.E.L.D. to make sure nothing like what happened with the Stones ever happened again. All three of them looked down from their command deck to see Steve Rogers, assembling a new age of heroes, ready to lead them to victory. 

Thor returned to Asgard with Loki in tow. The God of Mischief may have helped save the world, but he still had to pay for his crimes. 

Logan decided to hit the road and eventually joined up with Team Dark for multiple missions. 

Amy Rose now ran a flower shop in downtown Manhattan, alongside Cream the Rabbit and Big the Cat. It was the simple life, and she was happy. 

The Guardians of the Galaxy returned to space alongside Captain Marvel and Nova Prime. But they were not alone, as the Pillars of Equestria were tagging along for the ride. 

Cadance and Shining Armor still ran the Crystal Empire. They began trading resources with Wakanda, starting and maintaining a stable relationship between the two countries. 

But what of the heroes that were pinnacle to Thanos' defeat? 

Where are they now? 



 

 

The doors to the Throne Room opened up, revealing a certain Baby Dragon... Only he wasn't a baby anymore. 

 

Spike, the Royal Advisor to Princess Twilight, walked into the Throne Room with a proud smile on his face, "I got here as soon as I could, but friendship ambassador is a full time job these days. Making peace between Abyssinians and the Diamond Dogs has not been easy." 

Up on top of the throne, Twilight Sparkle giggled as she put a hoof to her mouth, "That's why I picked you for the job. But I'm glad you could come." She sat up from her seat and covered Spike in a sideways hug with her wing. Even though she missed the living daylights out of him, Spike had his own life now and she had to let him live it. 

Spike then sat down on a comfy pillow beside Twilight's throne and looked up to his mother figure, "So, what's the emergency?" 

Twilight sighed before replying, "Hold on, we're still missing someone." 

Spike looked around, confused as to what she meant, until he realized that there was an empty seat on the other side of Twilight's throne, "Oh." He said in a deadpanned tone. 

"Oh, where is that Hedgehog?" Twilight asked herself as she massaged her temple with her hooves. 

Right on cue, a sonic boom could be heard from outside the palace. 

"Here he is." Spike stated the obvious. 

"WOOOHOOOO!!!" Sonic screamed in joy as he sped right into the Throne Room and took his seat beside Twilight. 

 

"Sup, everyone?" Prince Sonic asked with a cocky smile on his face. 

Twilight groaned before turning to the Hedgehog, "You're late." She said in a neutral tone. 

The Prince shrugged, "Hey, you knew what you were signing up for when you married me." He refuted in a joking manner as he wiggled his ring finger right in Twilight's face, "Remember~" As Twilight rolled her eyes, Sonic finally took notice of Spike and sped over to give the Dragon a fist bump, "Sup, Spike?" 

"Nothin' much, Sonic." The Royal Advisor replied as Sonic sped back to his throne. 

"Still keepin' the peace?" The Hedgehog asked as he leaned back into his throne, getting comfy. 

Spike chuckled at the Hedgehog's antics, "You know it." 

Twilight, having to put up with her husbands antics on a day to day basis, had grown tired and began scolding the Hedgehog, "Just where were you anyway?" 

Sonic perked up at the question and replied eagerly, "Oh, you know how there's been some seismic disturbances in the Everfree?" Both Twilight and Spike nodded slowly, "Well guess who was behind them?" 

"Eggman." They both replied instantly, unsurprised by this since something like this happened nearly every week. 

"Yup, turns out that ole Egghead wanted to drain the Everfree of its magic to use against me." Sonic recounted, "Of course I smashed his little machine to pieces, no big deal." 

Twilight sighed, "He'll never learn, will he?" 

"Again, you signed up for this~" Sonic replied in a sing song voice. 

"Don't remind me." Twilight said in a joking tone before turning to Spike, "Anyways, the reason why I called you all here is one of absolute concern." 

The two males were now paying full attention, "Well don't leave us in suspense, Twily Bear." 

The Alicorn blushed at the nickname, he was the only one allowed to call her that. She regained her composure before continuing, "Ever since I took over Celestia's School, my focus has been on teaching magic. But now it seems my top student has missed the most important lesson of all." 

Spike looked concerned, "What do you mean?" 

The Princess gave them both a gentle smile, "Let's just say it'll be good to have my husband and my Royal Advisor and Friendship Ambassador by my side." 

Just as she said that, Gallus, who was now wearing the armor of a Royal Guard, entered the Throne Room. 

 

"Your Majesties," Gallus greeted the two rulers before continuing, "She's here." 

"Send her in, Gallus." Twilight ordered in a kind tone. 

Gallus nodded before leaving the Throne Room, passing by a Unicorn who was shyly walking inside. 



Luster Dawn bowed down as she greeted both Sonic and Twilight, "Your Majesties." 

Sonic waved, "Hey, Lusty." She was still a little weirded out at how casual Prince Sonic was. 

Twilight rolled her eyes at her husband before greeting her student, "Luster, I may be one of the rulers of Equestria, but I'm still just your teacher." 

Luster, taking the hint, ceased bowing and looked up to her teacher in awe. She was everything she wanted in a teacher, she was kind, wise, and insightful. Plus it was always funny seeing Sonic annoy her however way he could. She cleared her throat before starting, "And you've been wonderful. I've enjoyed every moment at the School of Magic. But I'm just not sure it's the right place for me. And it's not the work. I could spend weeks in the library doing research. It's just that there's a lot of focus on making friends." 

"Well if that's your problem, you've come to the right place." Spike said confidently. 

Luster, seeing how her point was not getting across, decided to be more clear, "But that's just it. I don't want to make friends." 

"WHAT!!!" Spike shouted before clearing his throat and regaining his composure. 

Sonic snickered, "Real smooth there, Spike." 

The Dragon grumbled as the Hedgehog laughed at his expense. 

Twilight looked down at her student with concern written all over her face, "So you'd rather leave the School of Magic than make friends?" 

Luster nodded, "I was hoping to set up an independent course of study. I want to accomplish as much as you have someday." 

"It'll be hard to do that without friends." Sonic stated, intending on being a smartass, to which Twilight responded by smacking the back of his head with her wing. 

"I'm not so sure. Friendship looks like more of a distraction than anything else and ultimately a waste of time." Luster replied casually. 

"WHAT!!!" Spike shouted again. 

Sonic smirked at the Dragon, "Again, real smooth." 

Luster took a step closer to Twilight as she began explaining herself, "I know you and your friends accomplished a lot together. I mean, you stopped Thanos from destroying all life in the universe, but that was so long ago, and as far as I can see, you rule by yourself now." 

"Ahem." Sonic cleared his throat obnoxiously, getting Luster's attention. 

The Unicorn laughed nervously, "S-Sorry." She stuttered before continuing, "And I don't think there's anything wrong with that. In fact, I think it's better. Plus, if friendships ultimately fade, why even make them in the first place?" 

It was at this that made Twilight smile, "Luster, let me introduce you to a few friends of mine." She offered, gesturing to the door with her wing. 

Luster looked to the door to see them open up. To her surprise, a certain Wall Crawler swung in and landed in front of the two rulers. 

 

"Sorry I'm late, you guys." Peter apologized for his lateness. 

Sonic waved his hand dismissively, "Don't worry about it, Pete." 

It was then that everyone else walked into the Throne Room. 

 

 

 

 

As all of Twilight's very best friends gathered around Luster, the Princess, the Prince, and their Royal Advisor all walked down the steps to join them all. 

"Luster," Twilight started, getting the attention of her student, "Have you heard the story of the 'Battle for Tomorrow'?" 

Luster Dawn responded, "O-Only bits and pieces." 

Sonic chuckled as he folded his arms over his chest, "Well take a seat, kid. After you hear this story, you're going to have a whole new perspective on the meaning of Friendship." 



 

Just as the Heroes of Tomorrow began telling the story of triumph, loss, and victory, the sun began to set on Equestria. The sunlight shining down on the stone statue of one prismatic mare. The one who gave up everything to save her friends. The one who actually saved the universe. Flowers and various tributes were laying at the base of the statue, showing the gratitude for her noble sacrifice. 

As the sun set and the moon began to rise, the inscription of the base of the statue could still be seen. 


-Rainbow 'Miriam' Dash- 

Honorary Wonderbolt, Loyal Friend 

True Avenger
 



 




THE END



> End Credits
> --------------------------------------------------------------------------



 


- WRITTEN BY -
BATTWELL



- DIRECTED BY -
JOE AND ANTHONY RUSSO



- CO-DIRECTED BY -
DENNY LU



- PRODUCED BY -
KEVIN FEIGE, p. g. a
BATTWELL



- CO-PRODUCED BY -
DEVON CODY



- EXECUTIVE PRODUCER -
LOUIS D'ESPOSITO



- EXECUTIVE PRODUCER -
SARAH WALL



- EXECUTIVE PRODUCER -
ALAN FINE



- EXECUTIVE PRODUCERS -
VICTORIA ALONSO
JEREMY LATCHAM
PATRICIA WHITCHER
MEGHAN McCARTHY



- EXECUTIVE PRODUCERS -
JON FAVREAU
STAN LEE
LAUREN FAUST



- CO-PRODUCER -
MITCH BELL



- BASED ON THE MARVEL COMICS BY -
STAN LEE AND JACK KIRBY



- BASED ON THE TOY LINE "MY LITTLE PONY" BY -
HASBRO



- BASED ON THE GAME SERIES "SONIC THE HEDGEHOG" BY -
SEGA



- "MY LITTLE PONY: FRIENDSHIP IS MAGIC" CREATED BY -
LAUREN FAUST



- MY LITTLE PONY ANIMATION DIRECTORS -
KENNETH CHU
REXIS LIWANAG



- DIRECTOR OF PHOTOGRAPHY -
BEN DAVIS, BSC



- PRODUCTION DESIGN -
CHARLES WOOD



- EDITED BY -
JEFFREY FORD, ACE
LISA LASSEK



- COSTUME DESIGNER -
ALEXANDRA BYRNE



- VISUAL EFFECTS SUPERVISOR -
CHRISTOPHER TOWNSEND



- VISUAL EFFECTS PODUCERS -
RYAN STAFFORD
RON AMES



- MUSIC BY -
JOHN PAESANO



- MUSIC BY -
DANNY ELFMAN



- "MY LITTLE PONY: FRIENDSHIP IS MAGIC" MUSIC BY -
WILLIAM ANDERSON AND DANIEL INGRAM



- MUSIC SUPERVISOR -
DAVE JORDAN



- VOICE DIRECTOR -
TERRY KLASSEN



- CASTING BY -
SARAH HALLEY FINN, C. S. A
TERRY KLASSEN



- FEATURING -
TARA STRONG AS TWILIGHT SPARKLE



ROGER CRAIG SMITH AS SONIC THE HEDGEHOG AND CAPTAIN AMERICA 

NOLAN NORTH AS TONY STARK/IRON MAN AND DEADPOOL



YURI LOWENTHAL AS PETER PARKER/SPIDER-MAN



ASHLEIGH BALL AS RAINBOW DASH AND APPLEJACK



COLLEEN O'SHAUGHNESSEY AS MILES 'TAILS' PROWER



LAURA BAILEY AS NATASHA ROMANOFF/BLACK WIDOW



TABITHA ST. GERMAIN AS RARITY AND PRINCESS LUNA



MIKE POLLOCK AS DR. EGGMAN



NADJI JETER AS MILES MORALES



ANDREA LIBMAN AS FLUTTERSHY AND PINKIE PIE



TRAVIS WILLINGHAM AS KNUCKLES, MEPHILES AND THOR



WILLIAM SALYERS AS DOCTOR. OTTO OCTAVIUS



CATHY WESELUCK AS SPIKE



KIRK THORNTON AS ORBOT



NICOLE OLIVER AS CELESTIA



WALLY WINGERT AS CUBOT



JOHN DE LANCIE AS DISCORD



JOSH BROLIN AS THANOS



JASON GRIFFITH AS SHADOW THE HEDGEHOG



- WITH -
CINDY ROBINSON AS AMY ROSE



- WITH -
KELLY SHERIDAN AS STARLIGHT GLIMMER



- WITH -
LIAM O'BRIEN AS DR. STRANGE AND RED SKULL



- WITH -
MAURICE LaMARCHE AS DOCTOR DOOM



- AND -
JIM CARREY AS DR. ROBOTNIK



- AND -
BEN SCHWARTZ AS SONIC WACHOWSKI



- AND -
JIM MESKIMEN AS ULTRON/ULTRON SUPREME/AMALGATRON



- AND -
WILLEM DAFOE AS GREEN GOBLIN



- AND -
TOBEY MAGUIRE AS PETER PARKER/SPIDER-MAN
 


- AND -
ANDREW GARFIELD AS PETER PARKER/SPIDER-MAN
 


- AND -
SAMUEL L JACKSON AS NICK FURY



- A STORY BY -
BATTWELL



- A FILM BY -
JOE AND ANTHONY RUSSO



- IN ASSOCIATION WITH -
SEGA, INSOMNIAC GAMES AND HASBRO



MARVEL STUDIOS
- PRESENTS -
 


TOMORROW WAR