The Marvel-ous World of Ponies

by Dr_Pony

Rating: everyone
Tags: Anthro, Crossover, Alternate Universe
Length: 3111

All your favorite Super-heroes from Marvel. All your favorite ponies. TaDa!

Does this count as a crossover? I have no idea. I do know it's directly inspired by the cover.
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Contains "Avengers" spoilers, by the way.
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Welcome to Equestria, a land protected by ponies with extraordinary powers. Roll-Call! There's Captain Applemerica, a long-frozen captain from Equestria War II. The Incredible Spike, a young dragon with breath-taking anger-management issues. Iron Mare, a genius, billionaire, play-mare, Pinkanthrapist. Purple Widow, a super-spy with a thing for fashion. War Mach-Shy, a shy mare behind a justice-bringing, trigger-happy suit built by a friend. Rainbow "Thor" Dash, a goddess of thunder and lighting. And last, but certainly not least, the leader of B.O.O.K.S.(Best Of Our Key Saviors), Twilight "Fury" Sparkle.

EDIT: Yes, for now the story is officially cancelled. It is not likely this will change, so don't hold your breath for a new chapter.

Published 1970-01-01 00:00:00 UTC
Last updated 2014-02-19 01:21:52 UTC

Meet the Incredible Spike

"Well, Spikey-Wikey, you sure picked a strange place for anger-management lessons." noted Rarity as she approached her friend and admirer, "a place like this would make most ponies angrier."

"What can I say?" asked Spike sarcastically, "I'm not most ponies."

"Of course you aren't, you're special." Rarity asked, putting all of her persuasive abilities to work. Years ago, a simple bat of her eyelash would have Spike at her side asking what he could do for her. Not anymore.

"If B.O.O.K.S. wants the monster, tell Twilight she's not getting it. Last time I was the other dragon I broke... uh... Manehattan." Spike replied, not affected by Rarity's sways and pleas.

"We're not after the other dragon right now, just agreement that if we need him, he'll come." Rarity explained further. She wasn't about to fail a mission because her friend was stubborn.

"I won't agree to that." Spike said firmly.

"Anything you'd like me to tell Twilight?" Rarity asked, drooping her head.

"Yeah. Tell her I thought she'd be more sensitive than to ask me to bring him out." Spike said, turning back to his work. His early life with Twilight had gotten him extremely interested in science. That love had gotten him in one of the biggest predicaments of his life.

"If you're sure you won't help..." Rarity said, walking away.

"I didn't say no to helping," Spike said, wrapping up his latest experiment and following Rarity out, "lead the way."

Meet Captain Applemerica

Meet Twilight "Fury" Sparkle

Twilight walked down the hallway, turning to admire the pictures to left. She'd lost that eye many years ago. She didn't care though, it made her look "cool" according to a certain Ponygardian who she'd been friends with for a long time. She wore a black cloak, grey skin-tight jumpsuit, and a black belt with her cutie mark as the buckle to go with the "commander" look, as suggested by Rarity. She wasn't sure whether that was an insult, joke, complaint, or actual suggestion, but she decided to go with it. Her phone-bracelet rang.

"Hello?" She answered, expecting Agent Cover.

"Hey, Twilight!" said Pinkie Pie in response.

"Pinkie?" Twilight questioned, a bit louder than she meant.

"Yeah!" Pinkie confirmed.

"What is it? I'm a bit busy," Twilight told her friend, "as in, I'm almost at Applejack's."

"Alright, I just wanted to ask, how are we going to get Rainbow Dash from Ponygard?"

"I don't know, Pinkie," Twilight sighed, "I don't know..."

Twilight hung up and lost herself in thought as she went down the hall to the boxing-training ring where she knew Applejack would be.

Meet Twilight "Fury" Sparkle

Meet Captain Applemerica

Applejack pounded the bag, becoming angrier and angrier with each strike. She remembered her last day awake, truly awake. Sweat dripped from her forehead as she thought to herself, Truly awake... I'm not awake right now... I'm living in a time I'm not from... I can never be truly awake again. She gave the bag one more punch before it followed the six before it onto the back wall. She walked over to the pile of spares and replaced it before sending the new one punches.

"What's wrong? Insomnia?" Twilight asked, opening the door.

"I don't think I need anymore sleep, Ma'am." Applejack answered shortly.

"Applejack, I'm not your commander." Twilight told her friend.

"Yes, you are. I'm a captain. You're a colonel. You're the boss of me." Applejack explained once more, trying to have Twilight except her power.

"You have to treat it that way?" Twilight asked, rhetorically.

"Yes, I do." Applejack answered anyway.

"Well then, Captain, I have an order for you." Twilight said, not amused.

"Trying to get me into the world?" Applejack asked, having been asked to do so before.

"Trying to be prepared to defend it, actually." Twilight explained, "As you know, there are other worlds out there. Worlds with more advanced technology. B.O.O.K.S. wants to be prepared to fight off any attacks that may come."

"Have a uniform for me?" Applejack asked, always the soldier.

"We have your old one." Twilight told her.

"Green and brown camouflage?"Applejack questioned, confused.

"Red, white and blue stars and stripes," Twilight stated, "just like your old days."

Homecoming (Interrupted)

Iron Mare and Captain Applemerica sat in the back of a B.O.O.K.S. heli-jet with Prince Mischief, completely silent. That was, completely silent until thunder rang out and Mischief put a scared look on his face. "What's wrong, scared of lightning?" asked a sarcastic Applejack.

"Not to fond of thunder." Mischief told one of his three captors.

And those were his last words before his adoptive sister took him out of the heli-jet, leaving her friends in shock. First to recover, Pinkie Pie walked towards the jump hatch. "Pinkie," Applejack yelled to her friend, "we can't just go out there your style, we need a plan of attack!"

"I have one," Pinkie said, engaging her thrusters, "attack!"

Meet Rainbow "Thor" Dash

1 and a half years ago...

"So," Twilight said, unsure in tone, "you're telling me you're from a different world called 'Ponygard'?"

"Precisely," Rainbow Dash confirmed without hesitation, "the thing is, I kinda have to go back now..."

"Why?" All of Rainbow's friends asked in unison.

"I'm not sure, but my father needs me. So I'll go." Rainbow told them.

With that, Rainbow Dash turned and went through the Bi-frost. And she didn't see her friends again. Until now.

Listen Well, Brother

Mischief grunted as he hit the ground in a vertical landing. Rainbow Dash didn't feel a thing. Within seconds she grabbed her (adoptive) brother by the shoulders and pressed him against the stone wall of the mountain.

"Are you crazy?" She asked him, clearly angry, "What do you think you're doing?"

"You can't make me tell," Mischief teased in a childlike tone, "It does not concern you."

"I can't make ya tell, huh?" She asked, pressing harder, "We'll see."

"As I said," Mischief answered, voice becoming higher-pitched as he was pressed harder and harder into the unforgiving stone, "this does not concern you."

"Of course it does," Rainbow told her brother, "Equestria is under my protection."

"Then why don't you protect this world?" Mischief asked, "It squabbles day by day, never stopping. These ponies slay each-other for power. You aren't doing a very good job."

Rainbow Dash dropped her brother at hearing this and said,"Listen well, brother-" were the last words Rainbow Dash could get out before she was sent flying into the forest.

Mischief grinned and said, "I'm listening."

Playwright in the Park

Rainbow Dash took a hard, tumbling landing before gaining her bearings and stopping herself from rolling further. Pinkie Pie landed perfectly on her feet and said to her friend, "Hey, Dashie!"

"You have no idea what you're dealing with, Pinkie." Rainbow Dash told the mare who knocked her out of an important conversation, not amused.

"Hm," Pinkie thought, observing her surroundings, "Playwright in the park? Doth it be 'cooleth' to weareth mother's drapes?"

"I have come to take my brother back to Ponygard."

"If he gives up the Alicorn Amulet, he's yours. Until then, stay out of this," Pinkie said, putting her mask down and walking away, "Tourists, I swear-", Pinkie was cut off by a thrown god-hammer, "Okay, if that's how it's gonna be, Dashie." And then they fought. Until Captain Applemerica stopped them, that is, "Settle down! I've never seen you two fight like that. And I never should, either. You're friends. We're friends. Remember?"

"Well, do you remember how we all kind of disbanded?" Rainbow Dash asked angrily.

"And," Applejack responded, "I don't quite know why. So tell us why you're here, we can help."

"I've come to stop my brother from destroying Equestria." Rainbow Dash answered.

"Okay then, prove it." Applejack ordered, "and put the hammer down."

"Bad call, Applejack! She loves that-" And then Pinkie was sent backwards a couple yards.

"Want me to put the hammer down?" Rainbow Dash asked, rhetorically as she charged at her friend, who raised her shield in response. The result was the answer to a long asked question: what happens when an unstoppable force meets an immovable object? Loud noise, and a change in direction for the unstoppable force.

Stress and Surprises

"You two might want to get inside," Twilight told Rarity and Spike, "It's going to get a little hard to breath.

"It's submersible? You guys wanted me on a giant, pressurized, steel trap thousands of feet under water?" Spike asked Rarity.

"Actually, it does that." Rarity answered, pointing to the propellers, as the B.O.O.K.S. helibrary took to the air.

"Oh," Spike noted, turning back to Rarity, "That's much worse."

"Don't you worry, Spikey-Wikey, I promise you a stress-free environment. No surprises."

"Spikey-Wikey? It's been a while since I heard that. So, no surprises?"

"Of course not."

"Really? Because Discord is a pretty big surprise."

"Discord?" Rarity asked, turning around and seeing the draconeequs, "Alright, maybe a couple surprises..."

Meet War Mach-Shy

A yellow pegasus awoke to loud knocking at her door. "Oh my, somepony's here this early?" Fluttershy said as she reached for her clock. It wasn't as early as she thought. She rushed to get dressed in something appropriate for guests to see her in before she opened the door to see her billionaire friend, Pinkie Pie, and the man who had come around a couple weeks ago to ask about War Mach-Shy. She looked at the Agent in a sorry kind of way as she told him, "I'm sorry, but I told you, I don't want to use all those guns ever again..."

"What if I told you the world was in danger?" The Agent cut her off.

"I'll go find my suit." Fluttershy said quickly.

"No, not right now. We just want the team ready." The Agent stopped her.

"What team?" Fluttershy asked as she gestured them to come in and tell her about it.

It was a long and tedious conversation. The had to explain it how it was, but also in a way that Fluttershy would agree. That was a difficult task.

"Well, we've recently discovered the existence of other worlds, but you should already know about these worlds, correct?" The Agent explained.

"What?" asked Fluttershy, still extremely confused and concerned.

"Ponygard. You know, Rainbow Dash's place." Pinkie said bluntly. Their friend had only recently explained it all, and most things were still unsure, but it helped clear things up.

"Oh, yes. Ponygard..." Fluttershy said, somewhat distant.

"Well," Cover continued, "these worlds have much more advanced weaponry. We believe that we must be ready for battle should any other worlds invade."

"Why would they do that?" Fluttershy asked, angry that somepony would suggest her friend's world would attack, "We have no quarrel with them."

"We're not saying the Ponygardians will attack, we're saying even more distant ponies might." The Agent said, trying to calm Fluttershy down. Not that she would become hostile, but she could very well not agree to be one of the Elements.

Meet Iron Mare

"It's just like Christmas, except with more... Pink." Pinkie Pie noted as she flew, thanks to her Party Armor, back to Pink Tower. She landed on the balcony as her robotic butler, Tony, took her suit off in a show of spinning rims. As the robotic suit came off, more and more of her "normal" outfit showed. She was wearing a ridiculously large light blue bow tie, a white blouse with a pink silk vest, a wide black belt around her waist and lower torso, a frilly, short hot pink skirt, and a pair of light blue slipper-like shoes. "You look wonderful, so does the tower." a voice, that was not Tony, greeted her. "Who's there?" Pinkie asked, raising her not-yet-removed repulser. A pony wearing a suit stepped forward and introduced himself, "Agent Cover," replied the pony as he put his hands up, "I'm with B.O.O.K.S."

"Oh, how's Twilight's little club doing?" Pinkie asked, eager to learn of her friend's recent endeavors.

"B.O.O.K.S is fine, but we're working a new project. The Elements Initiative." Replied the Agent.

"I thought I didn't qualify. Apparently, suits don't count as powers." Pinkie said, a confused look on her face.

"We're not after Iron Mare. We're looking for..." Cover was cut off.

"DeadPinkie? No, I'm not those mares anymore. I don't use guns or swords anymore. I don't work for pay anymore. I work for justice as Iron Mare. If Twilight wants me on board, it's Iron Mare, or nothing." Pinkie, explained, more serious than ever.

"I just got a call from Twilight. Suits count." Agent Cover said, a smirk curling onto his face.

Meet Purple Widow

A white coated mare was tied to a chair, having an intense conversation while dangling above a 30-or-so foot drop. And she was cooler than ice.

"You'll never stop us." said a Griffon, probably the leader of the group.

"Of course not, I don't know what to stop." said the Spy.

"Ha! see, you couldn't even figure out that we planned to steal the nuke controls to blow up Equestria." said the leader again, triumphantly.

"So that's your plan." Rarity said in her you're-such-a-sucker voice. With a single twist of her wrist the ropes came off in an instant, and she hung onto the chair. After an expertly performed back-spring off the chair's back rest, she took out each of the griffons one-by-one and walked out the door, a recording of the short conversation in tow. Now B.O.O.K.S. knew the plan and could stop it in its tracks. A job well done. Then her phone-bracelet rang.

"Hello?" She asked, knowing it had to be Under Cover, a fellow agent.

"Hi, Rarity! How's your spy job going?" Pinkie shouted excitedly, much to Rarity's surprise.

"Pinkie?" Rarity questioned in shock, "what are you doing on this channel?"

"Your friend gave the pass-code to me." Pinkie answered.

"Under Cover trusted you with access to all of B.O.O.K.S.'s files?" Rarity asked, concerned.

"Under? His first name is Agent. And, yes. He did." Pinkie calmly told Rarity.

Rarity sighed, "Alright, what is it?"

"We need you to get the big guy." Pinkie answered.

"You know Cap trusts me about as far as she can throw me." Rarity reminded her friend.

"No, Twilight's gonna get Applejack. You get the BIG guy." Pinkie informed the Spy.

"Oh dear." Rarity responded.

Welcome to the Helibrary.

Twilight walked to the center of the control room, an alarm blaring on one of the screens. Somepony had stolen the Alicorn Amulet. All they could gather about the theft was that somepony had come from Ponygard, presumably Rainbow Dash's adoptive brother, and taken the Alicorn Amulet. Fortunately, the theif was arrogant, or foolish, enough to leave his name. Prince Mischief.

Meet Prince Mischief

The alarm blared as he walked slowly away from the site, his green cape waving goodbye to the base behind him. He laughed to himself, and said, "Ponies, so easily overpowered. Isn't that right, Sweetie Belle? Or should I call you the Hawk?"

The pony he was talking to turned her head and told her new master, "Whatever you desire to call me is what I shall answer to, master."

"That's," Mischief grinned, "what I though you'd say, Crusader."

And they continued to walk away from the collapsing building.

Moving Out

"Assemble the Elements," Twilight told an Agent, "We're going to need them. But don't call in Agent Belle. She's been compromised..."

"How?" Asked the Agent, "The Hawk has always been one of our most loyal agents."

"Magic," Twilight bluntly explained, "Dark magic."

The first one in the large room was the ever-prestigious Applejack, known as Captain Applemerica in the super-hero world. "Orders, Ma'am?" she asked, ready for action.

"There's a super-villian moving through Gerpony. We want you and Rarity to go after him." Twilight informed her friend.

"With Rarity, ma'am?" Applejack questioned, "She's a bit... problematic. I think it'd be best if I went alone."

"No. You're going with Rarity, that's final." Twilight said, a bit angry.

"Yes, ma'am." Applejack answered.

"Bow down to me. NOW!" Prince Mischief ordered, using his new-found dark magic to force the ponies before him onto the ground.

"No," said an elderly pony as he stood resilient, "not to ponies like you."

"You don't understand," the Prince answered, grinning, "there are no ponies like me."

"There are always ponies like you, who force others to bow before them..." the elder pony told the Prince.

"A true ruler in any world encourages others to stand beside them." Captain Applemerica finished, reminded of Twilight.

"A super-hero? Ha! Not even you can defeat me." Prince Mischief laughed at the pony who stood in front of him.

"What about two super-heroes?" Rarity asked through the microphone on her heli-jet.

"Make that three." Pinkie Pie came in through the now-hacked microphone on Rarity's heli-jet.

The instant Pinkie Pie said that, "Smile, Smile, Smile!" blared through the radio and speakers of Rarity's heli-jet and Pinkie landed next to Applejack. Once she landed, she raised her arm as mini-Gatling guns deployed from her wrist, her repulser glowed a ready-to-fire-white, and mini-missle launchers prepared to fire from her shoulder. "Your move." She told Mischief. Mischief raised his hands in surrender, prompting Pinkie to tell him, "Good move."

Long Days, Long Friends

Rainbow Dash, Captain Applemerica, and Iron Mare all returned to the Helibrary empty-handed. Worse yet, they were greeted by someone they were hoping would be left out of this. "Hey, Pinkie!" Discord shouted at the mare as she walked in, "Look what I found! It's your old suit!" Discord then abruptly presented the suit of DeadPinkie. The mare that used to wear it was absolutely fuming.

"Burn it," She ordered the draconeequs, "That's one thing I don't want for posterity. It and anything related to it goes straight in there." Pinkie pointed to the incinerator.

"I wonder if it fits me..." Discord thought out loud, ignoring Pinkie.

"Burn. It. NOW," Pinkie told Discord once more, seething with rage, "before I take it by force and do it myself."

Discord still was still hardly paying attention, and instead began to pour his large frame into the costume.

"Discord!" Pinkie yelled at him, "What do you think your doing!"

"Joining the team," He said, magically re-sizing the costume to fit him, "As per Twilight's request." Hearing this, Pinkie stomped off to find Twilight. Applejack and Rarity went to their rooms on the giant ship, and Discord re made the costume just for his size, shape, wings, and horns. He was now an official super-hero, a member of the Elements, and an agent of B.O.O.K.S.