Spiders & Magic: Capcom Invasion

Chapters

The Invasion
Allies Arrive
Introducing the Heroes
Life in Ponyville
Plans Being Made
The Meetings
Dangers & High Tensions
Frustrations
Offers and Recaps
Incoming Changes
Young Hearts
Crystal Empire Invasion I
Crystal Empire Invasion II
Crystal Empire Invasion III
Recovering from Battle
More Issues Arise
Mistrust All Around
Battle in Canterlot I
Battle in Canterlot II
The Next Step
Interests Growing
Threats in Many Cities
Leading the Charge
Settling the Score
Final Battle Draws Near
Final Battle I: NYC Fight
Final Battle II: Ultimate
End of a War

The Invasion

Peter Parker, also known to the world as The Amazing Spider-Man, was born and raised in New York City, within a world known as The Marvel Universe, as dubbed by outsiders, spending 19 years of his life there.

That all changed when a spell from a promising young unicorn, one destined to become alicorn princess, had brought Spider-Man to Equestria to help stop a threat. Since then Peter had spend the last 5 years of his life there, where he has taken the form of a Unicorn Pony, and is married to The Princess of Friendship, the destined Alicorn Princess, Twilight Sparkle. Peter is also the father of a lovely young Pegasus Filly, Mayday Parker-Sparkle. They all live together in The Golden Oaks Library with Twilight's assistant Spike and their roommate Trixie Lulamoon.

He is also the knight of Equestria, as well as it's Prince, now he lives in Ponyville as Peter Pony Parker, bound to this Universe and separated from his own, believing never to see it again.

...Or so he thought...

Spider-Man, along with many of his Marvel allies have once seen another World, known as the Capcom Universe. It was filled with World Warrior Fighters, Devil Hunters, Anti-B.O.W. teams, Monstrous Creatures, Robot Fighters, Zombie Photographers, Movie Superheroes and Bionic Soldiers.

They have collided with that world several times, forming a rivalry of sorts, some more personal than others.

Spider-man, or Spider-mane as he's known in Equestria, believes he'll never see that world again either, as the portals between the worlds have sealed, but what happens when the seal is broken?

Today, Earth had become a battlefield, New York City in ruins, many heroes were down, from The Avengers, to The X-Men, to various street level heroes, with only a few heroes escaping harm.

A group of men stood over the battlefield and realized one hero has yet to be seen, Spider-man. One man in particular simply had a sinister smirk on his face, his sunglasses barely hiding his monstrous eyes.

"I know where you've gone to my little spider, we will find you", the sinister man said, and then turned to a swordsman, "Find his energy, open the portal, we're gonna pay a visit to what those captives called, world of ponies..."

We go to Ponyville, Equestria where all the ponies are happily roaming around, doing their daily stuff.

Among said ponies were the Equestrian Power Couple themselves, Peter Parker and Twilight Sparkle, they were taking their four year old daughter Mayday for a nice stroll through the park.

Twilight stopped walking a moment to take in the warm weather, the sun shone down nicely on her fur. "Such a beautiful day isn't it Peter?" Twilight asked, trotting to catch up with Peter.

"Yeah, good thing the Pegusai cleared the skies, I mean with Pegasi that control weather, we should have these bright shiny days all the time," Peter added.

Twilight chuckled, "They can't be too bright and shiny, sometimes we need shade and sometimes we need rain, otherwise plants don't grow, plus it makes Applejack's job easier when it comes to planting apple trees."

Peter nodded, "Guess so, still, we should give Rainbow Dash bit of praise. She really clears these skies up really quickly, I've never seen anyone move as fast as her," Peter tapped his chin a moment, "Well, except The Human Torch at least."

"The Human Torch?" It took Twilight a moment to recognize the name, "Oh yeah, he's an ally of yours from your world." Twilight then started to wonder. "Do you ever miss your fellow heroes?"

Peter half shrugged, "Eh, sometimes. Truthfully there are times I do wish I could see how they’re doing back on Earth, but I'm happy here so don't worry. I mean my whole family's here, you, our darling little daughter there", Peter waved at his little filly. Mayday waved back, with a big cheerful smile on her face,. "My Aunt May, the in-laws, and your friends are so nice, much nicer than most people back home, so I don't feel that homesick."

"That's good to know, wonder if they miss you though, there are times I wish I could bring them over", Twilight admitted.

"I doubt they miss me, it's not like I was that close with them. They were great heroes in their own right but we weren't exactly friends," Peter said.

"Even so, you did see them almost everyday, I just hope I didn't interfere with any potential friendships you could have made," Twilight admitted.

Peter nuzzled Twilight, "You're so sweet, always thinking of others. Honestly as long as you're with me, I don't care who else is here, I just care to be with you."

"Aw, you really know the right words to say," Twilight said as she and Peter shared a kiss.

"Nice little flip from the stupid things I say, right?" Peter joked with a goofy looking smile.

Twilight chuckled at his silliness, "Oh Peter, I don't mind that much, sure it can irritate me, but it's part of who you are, and I love you, I wouldn't change you for anything."

"Looks like I'm not the only one who knows the right words to say," Peter admitted.

Both giggled at that, then Rainbow Dash approached from the sky, "If it isn't the resident love birds". The ponies looked up to see Rainbow's smug smile.

"Hello Rainbow Dash," Twilight said.

"Sup Skittles?" Peter said.

"Hi Auntie Rainbow!" Mayday said.

Rainbow waved to the group. "Nice to see you three enjoying the day, worked pretty hard on it."

"What brings you here?" Twilight asked.

"Just finished up some work, me and my team's been busting clouds all day, need a bit of sunshine before we have to bring in the rain clouds, gonna be a storm soon," Rainbow Dash explained.

Peter looked ahead, "I don't think somepony got the memo, look." There seemed to be a storm not to far from the area.

"Huh? That wasn't scheduled", Rainbow said, scratching her head a bit. "Who put that storm there?"

Twilight got a closer look, "That's no ordinary storm, there's something odd about it, I feel a strange presence to it."

The storm got bigger and stronger, soon the sky darkened and the wind blew harshly for a bit.

Mayday clutched to Twilight, "Mommy, I'm scared."

"It's ok honey", Twilight rubbed her daughter's mane and turned to Rainbow Dash, "Rainbow, take Mayday and try to round up the ponies, me and Peter are gonna check out that storm thing"

"On it", Rainbow said and flew off with Mayday to find other ponies.

The couple ran off to the storm, though on the way there, the two were then joined by Twilight’s assistant and little brother figure Spike, as well as their roommate and best friend Trixie Lulamoon.

"Twilight! Peter! Wait up", Spike shouted.

Twilight turned around to face them, "What are you two doing here!?"

"We came to check that thing out, it looks dangerous!' Spike said.

"Yeah, it seems so ominous, a bit unnerving if you ask me," Trixie said.

"But it's too-" before Peter could finish, lightning struck the ground near them as a portal started opening. “Not good!”

Peter, Twilight, Trixie and Spike stared in awe at the portal, it was a big black void with an blue aura. Soon enough Rainbow Dash returned, along with Applejack, Rarity, Pinkie Pie and Fluttershy.

"Whoa, that looks kinda scary," Rainbow said, then straightened up. "Not to scary for me but still."

Once the portal was fully open, they noticed an Earth Pony walk out, he had a light blue coat and silver white mane, he was wearing a long blue trench coat and had a sword in a sheath.

The ponies stared at him as he approached them, unsure what to make of him, though Peter feels like he's seen him before. Twilight herself felt an ominous presence from the pony, despite his Earth Pony appearance, he seemed to radiate some magic, dark magic from what she can gather.

The pony stared at the group, then looked at his hooves and scoffed a bit, "Apparently to be in this world, you must take the form of a pony, not an ideal look for me though but I can manage."

Twilight approached him, "Who are you? Why are you here?"

"And what did you mean by taking the form of a pony?" Rainbow asked.

"You think he's from another world?" Applejack asked her friends.

The pony focused his attention Twilight, "You will get your answerers once my allies step through that portal as well."

"Allies? You mean there's more of you?" Twilight asked.

The pony nodded a little, "You'll see for yourself momentarily."

Soon three ponies had stepped through the portal, one Earth Pony had a big girth, with a dark blue coat and black short mane and boxing gloves on his hooves, another Pegasus Pony with a white coat and long brown mane, he had a long claw on is front left hoof and a mask that barely fit him in his new form, so he had tossed it aside, and finally a Unicorn Pony with a long cape and a hat, no pupils in his eyes.

"Interesting world", the caped one said as he looked around. The Ponies were a little creeped out by his lack of pupils.

"Why do we look like ponies though?" boxing gloves said, he didn't look too happy in his new form.

"It's not too bad, this world is pleasant on the eyes", claw said, brushing his hair back a bit, "Gonna have to get used to not having fingers it seems".

Peter could swear he recognized some of these ponies, especially the one with the cape, so familiar yet he can't put his hoof on it.

Twilight turned to the pony with the blue coat, "Are these your friends?"

"Not all of them,” the pony said. Just a second later, another pony started to emerge. “Ah, here comes the final one".

An Earth Pony with a light grey coat and blonde mane stepped through, he had sunglasses and a long black trench coat. the Ponies awed at how mysterious he looked, Rainbow Dash herself liked the sunglasses, Trixie liked the presence he showed.

Peter was really getting a sense of Deja Vu, especially with the one with the coat and glasses. Peter stared a moment at the stallion before him.

The stallion looked around and noticed the situation, he and his allies have been ponified. He noticed all the other ponies as well, staring at him with curiosity. He also took note that they all had marks on their flanks, one mark he noticed put a smile on his face, "You must be him".

The pony he was looking at was Peter, he noticed the Cutie Mark he had, the Spider-Man mark.

Peter recognized the voice and it brought chills to him, "It can't be...you can't be him...".

Twilight was nervous now, Peter seemed really freaked out by the pony standing before him.

"Did you miss me Spider-Man? It's been a while, and it looks like you've changed...a lot", the pony said with a sinister smile, his eyes glowing through his sunglasses.

The others curiously looked at the stallion, Twilight turned to Peter, "Who are they? Do you know them?"

Peter knew who the black trench coat pony was, after a few moments he started to remember why the other ponies looked so familiar.

"I know them, I've seen them before", he pointed to the trio of ponies standing together, "You guys, you're Shadoloo aren't you?" he looked to Boxer, "You're Balrog, that boxer from Las Vegas", he looked to Claw, "You're Vega, the Matador from Spain", he looked to Dictator, "And you're General M. Bison, the leader of Shadowlaw"

Bison smiled, "So glad you remember us Spider-Man".

Vega nodded, "Indeed, we were hoping you would amigo".

Peter turned to the blue coat pony, "You're that other Son of Sparda, Vergil".

Vergil looked displeased, "I don't appreciate being called the 'other' son, what makes my brother so special anyway?"

Peter stared at the pony that caused the Deja Vu, "And you, the man from that Pharmaceutical Company Umbrella, the one that makes all those B.O.W.s...you're Albert Wesker".

Wesker tilted his sunglasses at Peter, "You are correct my boy"

Twilight looked to them, then back to Peter, "Peter, what's going on? Who are these ponies?"

Peter turned to Twilight, still a little freaked, "The scariest bunch you can encounter", he looked to them, "Especially when they're in an alliance".

Twilight turned to them and seemed unsettled by their appearance, nothing like she's seen in her world or in Peter's The confidence, toughness and mysterious power of these ponies had her at unease.

"This world is in danger...", Peter simply said.

Author's Note

Marvel vs. Capcom: The Fate of Equestria.

Disclaimer: This series was made popular by Maximus_Reborn, it is not my series, this is my tribute to him, though he didn't make this nor is he working behind the scenes, he is aware of the existence of this fic, I had talked to him and he's fine with me making this. I apologize if it's not up to par with his stories, I don't expect it to be, but I do hope you can enjoy it regardless.

Allies Arrive

Peter glared at the villains, "Why are you all here!? What do you want?"

Wesker chuckled, "Easy there, we just wanted to see you, we missed you when we went back to your world."

Peter grew concerned, "Back to my world!? What did you do!?"

"Oh nothing, we just wanted to finish what we started. We went back to your world to do a little business with Dr. Doom, then we heard the stories about how The Green Goblin, how he used Chaos Magic to try to take over the his Universe, and potentially come to this world and wipe everything out. Then we heard stories of a magical girl who teamed with Spider-man and helped him slay The Green Goblin before heading to another world, with Spider-man no longer being part of the Marvel World, you have severed your ties, or so you thought". Wesker started to trot around the area. "We still had a blast fighting all your friends, then capturing a few for some...experiments."

“Experiments?” Applejack muttered, wondering what that meant.

Peter glared angrily at Wesker, then the former Umbrella scientist menacingly approached Peter, "But we would feel so terrible if we never got to see you, after all Peter, you fascinate me."

Peter went wide eyed, "How do you know my name?"

Wesker grinned, "We know a lot about you, we've read the files S.H.I.E.L.D. has on you, plus the info from those heroes we brainwashed, your name, your family, how you got your powers, some of your key heroics, even your greatest failures as a hero. For example, I know about the deaths of Captain Stacy and his daughter, and how you were blamed for their demise. Such a terrible thing to happen."

Peter growled and got in Wesker's face, "What else do you know about me!?"

Vergil went in and held his sword 'Yamato' to Peter's neck, "Keep your distance Spider-Man!"

"Peter!" Twilight and her friends rushed in but Vergil generated his light swords to aim at them.

"Stay back!" Vergil warned, getting a glare from the ponies.

Wesker put his hoof up, "Easy Vergil, stand down a moment. Peter won't do anything, he's not foolish, at least I hope he's not.” Wesker glanced toward Vergil. “He's just venting a little frustration, so if you don't mind, please put your sword away."

Vergil hesitated before backing off, and putting his Yamato back in the sheath. “Fine, but if he tries anything again, it will be the last thing he does.”

“Fine by me,” Wesker said, then turned back to Peter. "So sorry about that, but as you know, we know a lot about you, it pays to have some sense of research. I even learned a bit about the magical girl, who went by the the alias Amethyst Witch, though I know her name is Twilight Sparkle...in fact", Wesker turned to Twilight, "You look a bit like the picture we found in those files, are you that Twilight Sparkle girl by chance?"

"Yes...I am, and I'm sure you know what I can do, especially when Peter's life is at stake...", Twilight said with a little intimidation in her voice.

Wesker nodded, "Yes, I am fully aware", he turned back to Peter, "Quite the pony, is it true you two are an item?"

Peter nodded, "More than that...she's my wife, and the mother of my daughter."

Balrog laughed loudly in the back, "You married a pony? How pathetic is that? Isn't that like, a little girl's dream? Is Parker a little girl?" he continued to laugh.

Peter rolled his eyes, he really hates when others bring that up, "Yeah yuck it up, at least I can get a girl, Twilight's an amazing girl to have, what can you get? Some cheap hooker in a Las Vegas Strip Club?"

The girls looked taken back by Peter's retort, though Twilight felt a warm heart, she loves when Peter acts Chivalrous around her.

Balrog stifled his laugh a bit, "Least she'd be human, not some freakish horse".

Peter growled, "You say one more thing about my wife..."

"What? You wanna fight Parker, bring it on!" Balrog said, throwing a few air jabs.

Wesker stomped his hoof hard, "Enough! It'd like to be able to finish what I'm saying if you don't mind!" Everyone relaxed a moment, then Wesker continued to speak, "Much apologies Peter, Balrog is the type to not know when to keep his mouth shut, personally I have no objections to you getting married to a pony, to each their own after. Besides, I hear she's very powerful, you really know how to pick them."

Vega walked forward, "I also must admit, these ponies are quite the beauty, like that purple mane one", Vega then pointed to Rarity with his claw.

Rarity looked around, "Who, me?"

"Yes my dear, you are quite an elegant pony, how would you like to come back with me? If you're this beautiful as a pony, imagine how you'd look as a human, together we'd be a very beautiful couple", Vega gave her a charming yet sinister smile.

Rarity blushed a bit at Vega's words, despite him giving of a rather unsettling aura to him, "I appreciate your offer, but I'm quite happy where I am".

Vega looked a bit displeased, "Are you certain my dear? I can make all your wildest dreams come true, I am a very rich and powerful man, to have someone like you by my side-"

"She said she's not interested!" Spike said, approaching Vega with a serious face, "She wants to stay here with her friends, so quit trying to get her to leave us!"

Vega looked disgusted at the sight of Spike, "¿Qué mierda es esta cosa horrible!? Go away you ugly little creature!"

Spike looked a bit upset from that, "Ugly? I'm not ugly!" he turned to the others, "I'm not ugly right?"

"No Spike, you're not", Twilight then focused on Vega, "And how dare you talk to Spike like that! You need to back away from my friends right now!"

Rarity nodded, "I agree with Twilight, Spike is a very adorable little creature, it is very rude and arrogant of you to refer to him as ugly".

Vega blew his hair a little, rather annoyed, "Well it's true, I don't like ugly things, the fact that you could makes me seriously question your judgement and my decision to bring you with me, I take it you're on of those ladies with million dollar looks and a nickle brain".

"Pardon me?" Rarity said.

"He said you're very beautiful but very stupid, his words, not mine", Peter explained.

Rarity gasped, "How dare you!" then she gave Vega a hard smack to his face.

Balrog snickered a bit and did an evil grin,"Oh snap, she just struck his face, she's dead now".

Vega's cheek throbbed a bit, then he glared at Rarity, "I'm gonna tell you just once, never, EVER, strike my beautiful face", he aimed a claw at her throat, "Do you get my point chica!?"

Rainbow got in Vega's face, "Don't you threaten her you creep!"

Vega looked displeased at Rainbow Dash and tuned his claw to her, "Get out of my face before I give you more red than any other color!"

Wesker cleared his throat, "If you don't mind, I'd like to finish what I want to say."

Vega huffed and turned away, not before saying one final retort to the mares, "Your jealousy of my beauty is quite obvious and very pitiful."

Trixie rolled her eyes, "Wow what a narcissist."

The other ponies pitifully glanced at her a moment before turning back to the villains.

Vergil groaned, "Why are we doing this Wesker? We came here to capture or kill Spider-Man, I am losing my patience being in this world, so happy and peaceful, it's sickening! I bet they walk around-"

"Technically ponies trot", Twilight corrected.

Vergil seethed at her correction, "Trot...they trot around all day, probably picking flowers, spreading their friendship nonsense, I bet they even break into songs like some annoying musical!" Vergil said.

"Hey our songs are not annoying!" Twilight stated. Peter gave a pitiful glare to his wife for that comment.

Vergil whipped out his sword, ready to fight, "Let's just deal with him now Wesker".

Vega also got into a fighting stance, "I am myself interested in how ponies would look covered in blood"

Applejack looked unnerved out by Vega, "That man's one of the creepiest ponies I’ve seen in mah life!"

“I’m never going to get my point across at this rate,” Wesker muttered.

Before the fight, Fluttershy ran in to calm everything down, "Come on, let's not fight, maybe if you all stay in this world a bit, you can learn to be happy and be able to make friends, find the goodness within you".

The villains simply stared a moment before letting out an evil chuckle, except Vergil, he simply stared at Fluttershy.

"This is rich, only in a world of ponies would one tell us to find the goodness in our hearts, well the fact of the matter is...none of us have hearts", Bison said sinisterly.

Vega stood by Vergil, "Come mi amigo, let us spill their blood like you so desire".

Vergil kept staring at Fluttershy, who seemed really confused, suddenly he approached her maintaining his stare, creeping Fluttershy out a bit, "Uh...hi?" Things got weird when he began to stroke her mane, much to her discomfort.

"Um...any reason you're um...you know, touching my mane? Just asking", Fluttershy said, obviously nervous.

"Lovely mane...perhaps not everything in this world is sickening, you seem different, cute but not annoying, soft spoken yet a lovely voice, I sense great power in you, yet you have great reserve, Vega might be right about one thing, you ponies could make better humans, or maybe even more than humans..."

Wesker looked curious, "This should be interesting". The others watched intently to make sure Vergil didn't try anything funny.

Fluttershy grew really nervous about this, "Thanks for your compliments...they're really kind...you seem charming too"

"Tell me, what is your name?"

Fluttershy gulped a bit, still somewhat worried by his presence. "Um, it's...Fluttershy"

Vergil continued to stroke her mane, "Lovely name you have, perhaps you can accept an offer your pompous friend there rudely rejected," Vergil pointed to Rarity.

"I beg your pardon!? Ugh, why are the more handsome ones usually the biggest jerks? Sometimes I envy Twilight for having the perfect life partner", Rarity said. Peter and Twilight grinned at each other a moment, before focusing back on Vergil.

"Hey you could have had one with Vega, it's your affection for that atrocious dragon you have that ruined it", Vergil said.

Fluttershy cleared her throat, "Um...I think he's cute too... and it's not nice to call him atrocious".

Vergil nodded, "Very well, I won't speak of him any longer", he glared at Spike, "He's certainly not worth it".

Spike at this point was feeling really insecure, to be called out on his appearance more than once is starting to get to him, Rarity went to comfort Spike, assure him that he's fine they way he is.

Vergil refocused on Fluttershy, "Now, will you accept my offer? Will you join me? If you do, I can make you the most powerful woman in multiple worlds, once Wesker takes over as a God, he'll be needing a King and Queen to rule as well, you can be my queen."

Fluttershy blushed, it's almost like he's proposing to her, and they just met, seems unnatural.

"Um, we barely know each other, I always thought I had to go on dates before I can even consider getting a coltfriend, let alone get married," Fluttershy said.

"You better hope she changes her mind Vergil, especially when I'm in need of power couples", Wesker said, turning to Peter and Twilight.

"Huh? What are you getting at Wesker?" Peter asked.

Before Wesker could finally explain his plans, another portal started to open, this one of a purple aura, "What's this?" The portal appeared in the sky, Wesker turned to Vergil, "Did you summon that!?" Vergil shook his head, "It's not one of mine."

Wesker turned to Bison, "Do you know what's happening?"

Bison also shook his head, looking slightly nervous. "No, and I don't like it."

Wesker looked to the portal and out of it came an angry pony, brownish-yellow coat, wearing a brown jacket with spiked black hair and some sideburns. The pony then extended claws from his hoof with a loud 'snikt'. "I found you bub, I'm taking you down!"

Peter gasped, "Is that Wolverine!?"

Wesker snarled at the sight of the battle experienced X-Man, "So you've finally decided to show yourself!"

Logan glared at the villains, a look of violence in his eyes, "Gonna enjoy tearing into you to for what you and your cronies did to my fellow X-Men and all the other heroes in our world!"

Twilight also looked surprise, "Wow, I can't believe Logan's here! I haven't seen him in so long!"

Logan looked to the other ponies, "Any of you hurt?"

They all shook their heads, Logan then recognized Peter through his cutie mark and Twilight through her mane, "Parker, Sparkle, good to see you both again"

Peter waved, "Hey Logan, great to see you...wow you look so different as a pony..."

Twilight waved and smiled, "It's so great to see you again, we should catch up!"

"Sounds good, once I'm done taking out these five scumbags," Logan said, ready for a fight as he stood on his hindlegs with his claws out.

Vergil held his sword, "Do not tempt me Wolverine, despite your healing factor I will still strike you down, you have to die sometime."

"Well it ain't gonna be by you bub," Wolverine leapt in to attack. Vergil blocked with his sword, however he nearly lost his balance.

"What the? That shouldn't-" Vergil's self talk was interrupted when Wolverine kicked him back, then went to attack again.

Vega went to assist, he stood ready to attack but started to lose his footing and nearly ran into Wolverine's claw, if Vergil hadn't tackled Wolverine down.

Wesker noticed their sloppiness and grew concerned, then he noticed Peter, Spike and The Mares ready to attack him.

Normally Wesker would welcome the challenge but he wasn't too sure how well he would fair in this new body, he then realized how foolish he was for making such a loud entrance and drawing too much attention before he can adapt to this world, some things can't be helped though.

Balrog went to attack but he also wasn't too used to his body and received a scratch from Wolverine, luckly not too deep.

Wesker grew even more concerned, and judging from the look on Bison's face, he too realized the danger. Wesker was about to protest and end the fight when he was blasted by fire. "Agh! Who dares!?"

Also coming from the portal was a Pegasus Pony covered in flames. "Taking you down Wesker!"

Peter looked surprised, "Is that...Johnny!?"

Johnny Storm turned to Peter, "That you Spidey? What's up!?"

Wesker got up, the blast didn't hurt him too badly, but Wesker knew staying around would be foolish, "Balrog! Vega! Vergil! Go to General Bison!"

Vega and Balrog did as commanded, but Vergil looked like he didn't wanna leave yet.

"What for Wesker!?" Vergil asked, still intent on fighting.

"Do as I say! I'll explain later!" Wesker ordered, his voice sounding a bit urgent. Vergil reluctantly went to the group, but not without giving one last glare to the heroes.

Wolverine snarled a bit, "Going for a group attack?"

Wesker ran over to them as well and turned to the others, "We'll meet again!"

Wolverine went to attack but Wesker was luckily able to land a blow to knock Wolverine a few yards back, at least Wesker still had his strength. He then threw a smoke grenade that blinded everyone while he and the other villains made their escape.

Once the smoke cleared the ponies looked around, no sign of the villains.

"Hey they ripped me off!" Trixie shouted.

"More like they used cheap escape move," Applejack said.

Johnny powered out of his flames, revealing a blue coat with a blonde spikey firey mane, then he helped Logan up, "You ok pal?"

Logan glared, "I ain't yer pal Storm, now get off me", Logan said, yanking away from Johnny.

"Suit yourself," Johnny said while backing off.

The other ran to the two heroes, Peter looked ecstatic to see them, as did Twilight, though mostly for Logan, Spike also looked happy to see Logan but the others were a little confused at the two mystery heroes, though Rainbow Dash did look awed by Johnny.

"Johnny! Logan! Great to see you!" Peter said and ran in to hug them, but Wolverine threatened him with his claws.

"Don't even think about hugging me Parker," Wolverine warned, causing Peter to back off nervously and then turned to Johnny.

"Bro, I think this world has gotten to you," Johnny said.

Peter chuckled, "Yeah a little, I'm surrounded by so much estrogen, eventually it rubs off-ow!" Peter had reacted to Twilight striking his side.

"Shut up", she turned to Johnny, "Nice to see you, I take it you're Johnny Storm, a friend of Peter."

"That's right, Johnny Storm, or as my adoring fans know me, The Human Torch, the most awesome member of The Fantastic Four," Johnny boasted a bit, and even posed in a super hero manner.

"Easy Johnny, first impressions are very important", Peter warned.

"Yes Mr. Storm, we don't take too kindly to show offs, just ask Trixie when she first came to town, and Rainbow Dash when she got a big head the one time she played superhero," Twilight said.

Trixie glared at Rainbow, "So when I first come to town you call me a show off, then you go and show off yourself!?"

"It's ok when I do it, I'm helping people, you were just being obnoxious," Rainbow arrogantly pointed out.

Trixie looked displeased, "Why you-"

"Girls! Cool it!" Twilight shouted, shutting the bickering mares up, she then turned to Logan, "It's so nice to see you again Logan, I really missed you."

"Same here, kinda surprised you missed me though, I don't hear that too often," Logan said.

Twilight simply hugged Logan, "It's always a pleasure to see a friend". Logan surprisingly returned the hug, still maintaining his serious demeanor though.

Peter looked a bit dejected, "So if she hugs you it's fine but when I try to-"

"Dude, you're complaining about not getting a hug from Wolverine...how badly did this world screw up your brain?" Johnny asked, causing an annoyed glare from Peter.

Logan simply gave a small smirk and broke away from Twilight's hug, "So You taking good care of Parker?"

Twilight nodded, "Yes, we are happily married and have a lovely daughter."

Johnny stifled a laugh, "Wow dude, you actually got hitched? To a pony? And you had a kid with her?"

Peter sighed, "Yes Johnny, I married a pony, and I don't regret it one bit, I love Twilight very much."

Peter's kind words caused a blush on Twilight's face, "You're the sweetest guy Peter".

Johnny burst out laughing, "This is too much man! Did you ever expect a pony to be the mother of your child!? I mean it just seems so weird, 'Hey Aunt May, when I grow up, I'm gonna marry a pretty pony'," Johnny continued to laugh, much to Peter and Twilight's frustration.

Peter rolled his eyes in annoyance, typical Johnny to be a jerk to him for the hot-headed hero’s own amusement. Equally as frustrated were Twilight's friends, they didn't appreciate Johnny poking fun at Peter and Twilight's relationship. None of Twilight's friends had that much issue of a human-born pony marrying their pony friend, they fail to see why it's so humorous to Peter's friends. Then again most of Equestria felt similar to Johnny at one point, except a little more hostile.

Rainbow however did enjoy Johnny's antics to an extent, he seemed like a really fun guy. Logan wasn't amused by this though.

"Storm, shut up already, Twilight Sparkle's a good woman, perfect for someone like Parker. Remember love is blind, surely you don't need me to remind you that your friend Ben Grimm, who is a rock person, has a human girlfriend."

"To be fair, she's blind so..." Johnny stated in a smart-mouth tone.

Wolverine growled, causing Johnny to shut up. “Mind yer damn tongue Torch.”

"Fine, you're right Logan", Johnny turned to Peter, "Hey no disrespect Peter, I'm sure if you married her she must be a hell of a chick, she seems level headed."

Twilight nodded, "Thank you Mr. Storm."

"Don't call me Mr. Storm, I'm not some old man. Just call me Johnny, any wife if Peter is a friend of mine, and one less girl for me to hit on...unless you're interested", Johnny grinned.

Peter glared, "Don't hit on my wife!"

"I'm just joking Spidey, lighten up", Johnny said with a playful smile.

Peter grumbled, he really hated Johnny's sense of humor. Twilight also seemed a little concerned for the hero’s behavior, Johnny was quite brash, very similar to Rainbow Dash.

"Let's save introductions for later though, we really need to get back to the other ponies", Applejack said.

"Yeah, we probably need a State of Emergency with those psychopaths on the loose", Spike said.

"Right, ok Logan, Johnny, mind accompanying me?" Twilight asked.

"No problem," Johnny said.

"Fine by me," Logan said.

"Good, let's get going, Rainbow Dash where did you round up the ponies?" Twilight asked.

"Sweet Apple Acres," Applejack said.

"Ok, let's go," Twilight said, she led her friends and the heroes to Sweet Apple Acres, they had a lot of preparing to do with the Capcom villains roaming around.

Author's Note

Calvary has arrived.

Introducing the Heroes

Twilight, Peter and the others escorted Johnny and Logan back to Sweet Apple Acres, Johnny was observing the village as he walked, looked pretty decent but overall shallow for his tastes.

Logan really didn't care for sight seeing, he just wanted to get to where he needed to go, though he was curious about the other ponies.

Both Johnny and Logan felt a bit weird in their new pony forms, however Logan has a better sense of adaption than Johnny, which is why he faired well against Wesker and the others.

They eventually reached Sweet Apple Acres, walking past the fields, "Here we are, mah family's home", Applejack told them.

The two heroes beheld the sight, there were more Apple Trees than they can count, and apples for that matter,

"Wow, so many apples, bet you got like hundreds of Apple Pies or something", Johnny said.

"Apple Pies ARE one thing mah family's known for," Applejack replied.

"If Cap were here, he'd definatley want one," Johnny stated.

"Cap? Do you mean Captain America?" Twilight asked.

"The one and only, he believes one of the most greatest American Treasues is the Apple Pie," Johnny said.

"Those apple pies are definitely Cap's weaknesses, and he has very few," Wolverine stated.

"Apple Pies are his Kryptonite," Peter joked, earning a chuckle from Johnny. Twilight rolled her eyes, she hates when Peter makes jokes she never understands.

The group arrived in the farm house where many ponies were waiting. Among them included several friends of theres, including Lyra Heartstrings, Derpy Hooves, Dinky Do and Octavia, plus friends of those friends, such as Bon Bon, Doctor Hooves and Vinyl Scratch. Also in the area was Rainbow's flight team of Thunderlane, Flitter, Cloudchaser and Blossomforth, plus the young colt Rumble.

"It's ok everypony, we're back", Twilight said.

The ponies rushed over to Twilight and the others, asking various questions.

"What was that void!?"

"Is it dangerous!?"

"Did Spider-Mane do anything?"

"Who's the pony with the sideburns?"

Twilight raised her hooves in a gesture to calm the ponies down a bit, "Easy there everypony, I'm gonna answer your questions, but you all need to remain calm!"

The ponies stood back, Twilight and Peter were approached by Aunt May, who had Mayday with her, "Twilight, Peter, what happened?"

Johnny recognized her voice, "Yo Peter, is that pony your Aunt May?"

May recognized the voice, "Jonathan Storm? Is that you?"

Johnny nodded, "Sure is, great to see you Mrs. Parker".

May nodded and turned to Peter, "Why is Johnathan Storm here? And what happened?"

"I'll explain in a moment", Peter said went to the center of the room and got the attention of the ponies. "Ok, I'm gonna get right down to it...this world is in danger." That caused some worried mutterings within the ponies as Peter continued. "A group of villains came here from a world different than mine, they're roaming around right now, so for all your own personal safety, be careful when you leave your homes, and try to travel in groups. Just keep an eye out for a guy in a black trench coat, a guy in a blue trench coat, a guy with a cape and hat, a guy with boxing gloves or a guy with a claw on his front left hoof."

This raised concern from the other ponies, including Thunderlane who raised his hoof, "Why are they here?"

Peter shrugged, "Not sure, they seem to want me though, I'll handle it, though not alone." Thunderlane didn't seem too fond of that answer but he relented.

At that moment, The Cutie Mark Crusaders eagerly approached Peter.

"You'll stop them, won't yah Pete?" Apple Bloom asked.

"Of course he will, he's Spider-mane, he can stop any evil thing", Scootaloo said.

"He's our own handsome knight", Sweetie Belle said, causing an awkward blush from Peter.

"Thanks girls...now go back to your sisters for now", Peter said and gestured to his friends. The Crusaders rushed back to the others while Peter spoke, "Now I have a couple of friends from my world I'd like to introduce all of you to, would you two mind stepping forward?"

Johnny and Logan walked to Peter while the ponies stood around and gossiped among them, the two heroes then took the center.

"First here is my friend Logan, known to the citizens of my world as 'Wolverine'. He is not like most humans, he is a mutant, meaning he was born with his powers, as oppose to me who received mine from a spider bite. He is also a member of The X-Men, which is a group of mutants that help save the world, and he's a very experienced solider, having worked with S.H.IE.L.D."

The ponies simply looked at Wolverine, a little intimidated by his presence, his unfriendly demeanor didn't help. "Hey there ponies", Logan simply said, not caring all that much.

The Crusaders approached him, curiously, though in Sweetie Belle's case, feeling uncertain around him.

"So what can you do Mister?" Apple Bloom asked.

Logan held out his hoof away from the girls, and shot out his claws, scaring the girls a bit, as well as many ponies.

After regaining her composure, Apple Bloom expressed interest in Wolverine, really liking his powers. Scootaloo also thought he was cool, the perfect guy to help Peter. Sweetie Belle however seemed freaked out by him, angry looking face and such strange powers, nothing she's too interested in.

"Also while he doesn't look it, Wolverine is hundreds of years old...so excuse him if he acts a bit senile on occasion", Peter joked, much to Logan's annoyance.

"Watch yourself Parker!" Logan threatened.

Peter chuckled, "Easy Logan, take a joke. Now go back to my wife and her friends while I introduce Johnny."

Johnny stepped up, "It's cool, I can handle it myself", Johnny walked confidently past Peter and stood in the middle as cleared his throat, "What's up ponies? The name's Johnny Storm, but everyone in my world knows me as 'The Human Torch'. I'm the star of my Superhero team, The Fantastic Four, I am also star when it comes to other things back home, TV Shows, Magazines, Astronaut, put simply, people love me, chicks dig me, and I am the greatest thing from my world to grace this one. Now you may admire me."

The ponies simply glared at him, as if not impressed, some looked a bit annoyed at his arrogance, especially the likes of Bon Bon and Octavia.

The local rich girl Diamond Tiara also seemed disinterested, "Great, more weirdo aliens, just like Peter Parker."

Rainbow Dash however clapped her hooves, "You sound pretty awesome to me!"

Vinyl also did a fist pump for Johnny, showing her interest.

Johnny smiled at Rainbow and Vinyl, though it didn't take away his awkward feeling, "Did I mention that Peter Parker is a friend of mine?"

The ponies still didn't care that much, though the Crusaders approached him. "So what can you do?" Apple Bloom asked, a bit nervous since the last time she asked she got startled.

"This...FLAME ON!" Johnny's body was covered in flame, scaring the girls to near death. Apple Bloom and Sweetie Belle ran away while Scootaloo looked on in awe.

"Wow...that's actually kinda cool!" she said, floating in the air a bit in excitement.

"Thanks kid...so Peter, mind introducing me to the ponies here?" Johnny asked.

Peter looked around, "That could take a while, anypony who wants to greet Wolverine and The Human Torch is more than welcome to."

The ponies looked at the two outsiders, though were very hesitant to greet them since Wolverine was a little intimidating and Johnny rubbed these ponies the wrong way, a lot of ponies started to leave.

"Hey, where you going? I'm over here!" Johnny said, though the ponies kept walking, not really caring. Some wanted to stay, Rumble wanted to meet Johnny but Thunderlane dragged him away. Vinyl simply approached Johnny and gave him a friendly hoof bump before leaving herself.

That left Johnny a bit confused, "Not much of a talker I guess, that's cool though, better than the other ponies who outright ignored me...jerks."

Soon all that was left were the Mane 6, Spike, Trixie, Aunt May, Mayday, The Cutie Mark Crusaders, Big Macintosh and Lyra Heartstrings.

"This is seriously all that's left? Like seriously?" Johnny said.

Peter face hoofed, "What did I tell you about First Impressions?"

Johnny groaned, "Whatever Pete, mind introducing me to the ponies that stayed?"

Peter sighed but decided to handle the business, "Ok then, so you know my wife, Twilight Sparkle, and while Logan already knows him; Johnny this is her Dragon Assistant Spike."

Spike waved, "Hey there guys, nice to meet ya. Also don't worry Johnny, I think your powers are cool. Plus it's nice to see you again Logan."

The two heroes nodded, Peter approached Trixie, "This is a roommate of mine and Twilight, her name is Trixie Lulamoon."

Trixie bowed, "Also known as the Great and Powerful Trixie, pleasure to meet you both however". Johnny found her wizard hat a bit funny, though didn't laugh out loud or anything. Logan just nodded, not minding her boastfulness.

Peter approached Rarity, "This is Rarity, she owns her own Boutique."

"Pleasure to meet you darlings", Rarity said with the friendliest attitude.

"Pleasure's all mine," Johnny said with a flirty voice. Logan just waved, not saying a word.

Peter gestured to Pinkie, "Here's Pinkie Pie, she loves parties, whether it's joining one or planning one"

Johnny smiled, "Sweet, I love parties!"

"Then you'll REALLY love mine!" Pinkie said enthusiastically.

Logan sighed, he had a feeling this mare would be a source of his headaches.

Peter smiled and went to Applejack, "Then there's Applejack, she runs this farm with her family and she houses my Aunt May."

"Howdy partners", Applejack said with a friendly wave.

Johnny looked at her and snickered, "Applejack? So does she taste like apples?"

Peter chuckled too, "No she's not a cereal, but she's sweet like an apple".

Applejack blushed, "Aw, thanks Pete".

Logan again waved, this time with a slight smile. This girl seemed mature and well mannered, plus her accent did remind him of Rogue.

Peter nodded and went to Fluttershy, "This here is Fluttershy".

Fluttershy shyly waved. Wolverine took instant notice of her, she had to be the most innocent thing he's seen in his life, she also had a certain atmosphere to her. Johnny looked a bit unsure of what to make of her though.

Peter turned to an eager looking Rainbow Dash, "And this is Rainbow Dash, or as I like to call her, 'Skittles', she's a weather pony."

Rainbow flew to Johnny hoof out, "Sup!"

Johnny simply hoof bumped her, "Hey, Rainbow Dash, cool name".

"Not as cool as Johnny Storm, that alone sounds like a Superhero name".

Johnny chuckled, "Yeah it does."

Logan shook his head, while he wanted to say she might be as arrogant as Johnny, he would wait a get to know her before really having more of an opinion.

Peter broke them up, "Ok, ok, enough, now there's also Lyra Heartstrings, the one over there that's hopping excitedly."

Johnny and Logan turned to Lyra, who was hopping and smiling.

"It's so cool to meet more humans!"

Johnny and Logan simply stared awkwardly at her, as did Peter, he could never understand her sometimes.

"Anyway, these 3 adorable fillies are the Cutie Mark Crusaders, Apple Bloom, who is Applejack's little sister, Sweetie Belle, who is Rarity's little sister and Scootaloo, a friend of there's."

Johnny looked at Scootaloo, "You kinda look like Rainbow Dash, but I'm guessing that she's not your sister since Peter didn't introduce you as such?"

Scootaloo shook her head, "That'd be cool, but I'm not her sister, I don't have any older siblings, I wish I did though."

"Sorry to hear that, though it's not as fun as you'd think, my sister isn't exactly the coolest girl", Johnny said.

Apple Bloom glared at him, "That isn't a nice thing to say about yer sister".

"Yeah Johnny, Sue basically raised you, show her a little respect", Peter said.

Applejack looked curiously at Johnny, "You were raised by yer sister?"

"Yeah, long story, I lost my parents when I was young, so my sister had to take care of me".

Apple Bloom looked even more unhappy, "And you would say something so mean!? Mah sister raised me and I have been forever grateful of that! So shame on you mister! "

Johnny raised his eyebrow, "Easy half pint, I never said I wasn't grateful, so I'd watch it if I were you."

Scootaloo glared at Apple Bloom, "Yeah lay off, you barely know him, don't scold him!"

"Girls, girls, no fighting", Peter said.

Sweetie Belle huffed, "These guys aren't making a good first impression."

Johnny simply stared at her, "Wow, real charmer aren't you?" Sweetie gave a smug look to Johnny, who responded with a smug look of his own.

Peter sighed, "Moving on, there's Big Macintosh, Applejack and Apple Bloom's older brother."

Big Mac simply waved, Logan and Johnny looked a bit unsure at him, he had quite a presence.

"And finally, the one I'm most excited to introduce", Peter grabbed his daughter, "My precious little filly, Mayday Parker Sparkle".

Mayday waved at the heroes, "Hello, nice to see you."

Logan waved at her, this time with a more honest smile, she was really cute, he found it great that Peter and Twilight had a nice child together. "Nice to see you too kid."

Johnny smiled and waved as well, "She's really cute, helps that she seems to take more after her mother."

Peter looked bemused, "Really funny Johnny, can you not make me look bad in front of my daughter?"

"Hey you don't need me to make you look bad bro", Johnny joked, annoying Peter.

Twilight also had enough and approached Johnny, "You have a weird way of talking to your friends, Peter's being really nice and helping you, to ridicule him like this, especially in front of his wife and daughter is just plain disrespectful, and based on how you introduced your sister's existence, it seems like you have a lot to learn when it comes to respecting others."

Johnny blinked a bit, "Wow, you're kind of dull aren't you?"

Twilight glared, "You know, even Peter knows when to keep his trap shut."

"Pfft, Since when?" Johnny asked, further infuriating Twilight.

"I don't want you causing too much trouble."

Rainbow approached them, "Easy there Twilight, Johnny seems like the type to enjoy a few jokes, Peter cracked several jokes too when he first came here."

"Peter's jokes were just annoying and idiotic, Johnny Storm's are a little insensitive", Twilight pointed out.

"Everypony has their own way of breaking the ice, I thought Johnny's jokes were funny, it shows he's not afraid to be himself, I like that in a guy. Besides I don't think he's trying to insult Peter, he's just messing with him like good friends do, it seems to be a guy thing, I've seen other guys do that stuff."

Johnny grinned, "I like you Rainbow, you're not like the others."

Twilight groaned, then turned to Logan, "At least you're respectful, I appreciate you being so patient Logan".

Logan nodded, "No problem".

"So how long will you be here?" Scootaloo asked.

"Until we find those villains...however long that takes", Johnny said.

"So where are you gonna be staying?" Scootaloo asked.

"Um, not sure, we haven't discussed that yet, didn't expect to stay honestly", Johnny stated.

"Maybe you can both stay with me and Twilight, I'm sure we can make room", Peter said.

"Logan, sure, Johnny, I don't think so," Twilight said.

Peter sighed, "I know he's an insensitive jerk..."

"Hey!"

"But he still needs somewhere to live, if not there then where?"

Rainbow flew over to them, "I can house him".

Peter and Twilight looked to her a bit curious. "That's pretty sudden Rainbow, any reason?" Twilight asked.

"No reason...", Rainbow said, trying to hide a sheepish smile.

Johnny approached them, "I don't mind living with Rainbow Dash, she seems really cool."

"You sure it's not just to 'Taste the Rainbow' Johnny?" Peter asked, causing a blush from Johnny.

"Not funny dude", Johnny said, obviously annoyed.

"Yeah, Rainbow would never let you taste her rainbow, she'd leave you roasted", Peter said, earning a 'WTF' face from Johnny, then a sly smile.

"You win this round Parker, but remember, this is war".

Peter grinned, "I live for it"

As the two stallions grinned, Twilight groaned, "Great, now they're gonna compete with their lame jokes."

Trixie approached Logan, "Looks like we'll be roomies."

Logan didn't answer, he was busy staring at Fluttershy. Trixie looked confused and waved her hoof in front of his face, causing him to snap out of it, "What?"

"You seem interested in Fluttershy, that's the second time today someone was interested in her, first that Vergil creep, now you".

Logan looked curious, "Vergil? Why was he interested?"

"Something about making her his Queen or something", Trixie answered, then shuddered a bit, "I swear that guy is creepy, at least not as creepy as that called Vega, he has that psychotic aroma about him"

Wolverine nodded, "I heard a lot about him, I've been around people who've fought him many times, he's a very psychotic person, the only thing he loves more than beauty, is spilling blood, he has an affliction for seeing other bleed, he also loves how blood looks on a dead body".

Trixie looked bothered, "That man is running around Equestria, what could he be doing?"

"Not sure...but it ain't gonna be good for the ponies involved", Logan said.

We cut to a bit later in the day, we see Golden Harvest on her way home, hectic day, she just wanted to enjoy her dinner, go to bed and rest up.

As she walked, she was unknowingly stalked, by a familiar Pegasus pony with a white coat and a claw.

She made her way to her house and rummaged for her keys, as her stalker snuck over by her and waited for her to open the door, once she did so, he quickly went inside after her and flew up to the ceiling as she turned to close her door.

She locked the door and went upstairs to prepare unwind a bit, her stalker following her up as she entered her room.

She went to her room and put some stuff down and tidied up her bedroom a bit, her stalker entering her room, getting his claw out and offering a sick smile.

As she turned around, she came face to face with her stalker...she came face to face with Vega.

"Wh-wh-who are you?" Golden Harvest asked.

Vega grinned at her, "Just a stallion, looking to polish a few skills", he licked his claw before approaching her.

All we hear is her scream.

Author's Note

Don't worry, I'm sure Golden Harvest will be fine.

Johnny & Logan must now adjust to life in Equestria, won't be easy though.

Life in Ponyville

The Mane 6 and The Crusaders took Logan and Johnny to Sugarcube Corner where they were given a nice chocolate cake, compliments of Mr. and Mrs. Cake.

"This is some good eating", Johnny said while munching happily on the cake. Logan barely ate anything, he never had much of a sweet tooth.

Peter had gone over to Pinkie, "For the record, if you're gonna throw them a surprise party, be careful with Logan, he might flip out and hurt Somepony".

Pinkie nodded, "I got this, they're gonna have a fun party".

While the heroes ate, Scootaloo approached them, "So you two are friends of Peter?"

Johnny drank some soda before answering, "Yeah, he's not just my friend, he's a friend of the superhero group I'm in, The Fantastic Four, which consists of my sister Susan, her husband Reed and our friend Ben, but he's mostly my friend, hell I'd say he's my best friend".

Peter looked at Johnny with a raised eyebrow and muttered, "Since when is he my best friend?"

"Parker's an ok ally, a bit more reliable than some guys I work with in The X-Men or otherwise," Logan stated.

Scootaloo grinned, "That's so cool...so Mr. Storm-".

"Call me Johnny, I ain't for formalities," Johnny said while munching on his sweets.

Scootaloo nodded, "Right, Johnny, you mentioned being on a team with your sister, she has powers too?"

Johnny nodded, "Yeah, her superhero name is 'The Invisible Woman', as her name would imply, she can turn completely invisible, plus she can also put up force fields."

"Wow, it must be cool to be on a team with your sister", Scootaloo stated.

Johnny had a groan-like face, "Eh...sometimes, it's not easy working with your older sister, sometimes it's all 'Johnny be careful when you're flying, Johnny you don't know what that is, Johnny stop hitting on the girls, Johnny stay out of the Negative Zone, it has monsters'. Honestly it can be very frustrating".

Apple Bloom had grumbled nearby, "You sound really ungrateful to yer sister".

Johnny glared at her in an annoyed way, "I told you I'm not ungrateful, also don't act like you've never had issues with your sister. Everyone has issues with their siblings, it's not like I hate my sister, I don't, I really do care about her, she just gets on my case sometimes."

"Don't worry about her Johnny, she idolizes her sister and she expects everypony else to idolize their older sisters as well", Scootaloo said.

"Ah never said that! Don't put words in mah mouth!" Apple Bloom shouted. She and Scootaloo then had a brief stare down with each other.

Peter sighed, "Girls please don't fight", the Crusaders looked to Peter and nodded, they would never defy Peter. After that was settled, Peter focused his attention on Johnny, "And Johnny stop bringing up Susan, she's really nice and a great big sister to you, and I know you know that, you can be protective of Susan too, I know how much you freak out whenever she's in danger, so drop this tough guy act."

"Besides, if she were here and heard you, she'd kick yer ass for saying this shit", Logan said.

Scootaloo giggled, "Logan has a potty mouth".

Peter sighed, "I should warn you girls, Logan usually has rough language, which reminds me...Logan", he stared directly at him with a stern face, "Do NOT use words like that in front of Mayday."

Twilight nodded, "I concur with that, Mayday doesn't need to learn stuff like that."

"You girls better not use that language either", Applejack warned. The Crusaders sighed and nodded, they already know better than that.

Johnny turned to Logan, "Look what you did you potty mouth jerk."

"Shut the fuck up Storm!" Wolverine threatened, causing a shock from everypony nearby.

Pinkie was really grateful the Cake Twins were upstairs, and not hearing this stuff, Twilight was grateful that Mayday was with them. Scootaloo however just giggled some more, "It's so funny".

Peter sighed, "Can we please change this subject?"

Rainbow went to Johnny, "So you're gonna be staying at my Cloudiminium, we should probably head there soon, it's getting late, luckily you're a Pegasus too, so you'll be able to walk on the clouds as well".

Something just occurred to Peter, "Wait, that's right, Johnny IS a Pegasus...that's not fair though! He doesn't need wings to fly! He can fly by Flaming On! Man I really wish I was a Pegasus, and not some powerless Unicorn", Peter had a glum pouty face. Twilight then nuzzled against Peter to make him feel better.

Johnny chuckled at Peter's glum attitude, "Relax Pete, you can just keep swinging, it's what you're known for".

Peter sadly nodded, "Yeah, but making that webbing's so expensive though, and I can't use magic to shoot the webbing, I don't even know how, plus my magic's blocked."

"Blocked?" Logan asked, then remembered overhearing something from Luna and Twilight years ago about Peter's magic. "Oh yeah..."

Johnny looked curious, though not enough to ask about it, but he did have something else to ask about. "Do you really wanna shoot white stuff from your horn?" That question got an embarrassed look from Peter.

"Yeah that thought already occurred to me the first time Twilight suggested the idea", Peter said, recalling the first time Twilight tried teaching him magic shortly after he arrived in Equestria.

Twilight looked confused, "I still don't get the big deal, I mean what's wrong with shooting white stuff from your...", Twilight then realized, "Never mind".

The Crusaders however were confused. "Ah don't get it", Apple Bloom said.

"I can tell you if you want", Johnny said.

"JOHNNY!" everypony shouted, causing him to chuckle.

"Joking, relax, I'm not crazy," Johnny said with a sheepish smile.

They continued to glare, Rainbow decided to lead Johnny away. "You should leave, let's go back to my place", Rainbow nervously chuckled, aware of the trouble Johnny's in.

"Lead the way Dash", Johnny said, then chuckled, "Though usually girls go home with me".

Rainbow glared at Johnny a moment, then grinned, "Smooth talker, aren't you?"

The two chuckled a moment then left while Peter sighed, "This is disastrous, Johnny needs to mature up". Everypony nodded.

Sweetie Belle approached Peter, "I still think you're the best hero, I know you can beat all the evil ponies that came here, even without your friends".

Peter chuckled, "Probably not, even the greatest heroes need help, otherwise The Avengers wouldn't exist"

Sweetie nuzzled Peter, "I believe in you". Peter seemed really uncomfortable with Sweetie nuzzling him, normally he's fine but lately he's been a bit uncomfortable near Sweetie Belle ever, especially since he returned from that future.

Twilight noticed his discomfort and decided to step in, "Um Sweetie, may I speak to Peter a moment?"

Sweetie turned to Twilight and nodded, "Ok Twilight", she turned back to Peter, "I'll talk to you later."

Peter looked away a moment, "Sure, no problem", he walked towards Twilight and went out, though he briefly looked back to Sweetie Belle, for some reason he imagined the older version with the black latex suit and then turned away again. "See you later Sweetie Belle", he quickly left the bakery with Twilight following.

His odd behavior did not go unnoticed by the others.

"What was that about?" Applejack asked.

"Not sure, lately he's acted a bit weird around Sweetie Belle though", Scootaloo said.

Sweetie simply grinned, "Maybe he's finally realizing his feelings for me."

Apple Bloom glared curiously, "Sweetie Belle, this was cute when he first came here, but it's been five years. He's married and he has a daughter. Seriously though, move on, this is really weird."

"Hey, you never know, things can happen", Sweetie insisted.

Rarity then approached her little sister. "Sweetie Belle, Apple Bloom is right, you need to move on from your little crush, Peter's very happy with Twilight, it's not healthy to obsess over someone who won't love you back".

Sweetie huffed, "You're one to talk", she simply walked away while Rarity looked unhappy.

"What did she say to me!?" Rarity asked, obviously unhappy.

"You know what I mean", Sweetie said as she walked away, with Rarity following her.

"Get back here, I'm not done with you!"

Logan snorted a bit, "Be happy Storm didn't hear that, he would rub that in our faces somehow".

Outside Twilight is speaking to Peter. "Peter, are you bothered by Sweetie Belle?"

Peter shook his head, "No, why would I be?" he nervously chuckled, Twilight didn't buy it, he then groaned, "Maybe I'm a little bothered."

Twilight put her hoof on his face, affectionately stroking his cheek, "But I'm not mad, I told you I forgive you. Plus this Sweetie Belle is different than the one from the future."

"But it's a reminder of my biggest and most stupidest mistake, I still can't believe I did what I did", he had a small tear in his eye, which Twilight wiped it away.

"Peter...I'm not mad, and I don't blame you, you were under a lot of stress and things just happened," Twilight assured.

Peter looked pretty unhappy, "You could be a little mad, I cheated on you, I still can't believe you didn't leave me".

Twilight gave Peter a stern look, "I didn't leave you because I know how much you regret it, and I don't need to be mad because you're already mad enough at yourself, you realized you made a mistake and I know how badly you want to take that away, I know if you were in your right state of mind that you never would have even considered it."

Peter still looked pretty down, but smiled a bit, "You truly are the best thing to happen to my life...which honestly makes what I did that much more despicable..."

Twilight rolled her eyes, "Stop beating yourself up, I love you and I know you love me, and you were thinking of me when it happened so I do have that sense of satisfaction that I'm the only one on your mind".

Peter nodded and kissed Twilight, "You're the only girl for me Twilight, I'm thankful you know that".

Twilight nodded, "Of course...now please try to cool it around Sweetie Belle, I know she's a bit flirty but it's best to just ignore that".

"Yeah, I'll try to, maybe it'd be easier if we can set her up with some other colt, get me off her mind".

"We'll figure something out, now let's head home, I think Trixie and Spike are just about done with Logan's sleeping space".

Peter nodded and went to grab Logan to go back to the Golden Oaks Library.

Meanwhile with the villains, Wesker is attempting to make contact back to the Marvel world while Vergil paced around angrily. "We should have just finished them off right there Wesker, they're only gonna be a threat later." Wesker barely paid attention, he was just trying to make contact, Vergil grew impatient. "Wesker, I am addressing you, how do you plan on dealing with this situation!?" Wesker continued to work, so Vergil got closer to him, "Wesker, I am trying to-"

"Vergil...you are trying my patience, I am trying to work on a solution right now, so if you please-" he turned to Vergil, "-Back away from me."

Vergil looked like he was gonna snap but Bison interjected, "That's enough out of you Vergil, Wesker is trying to contact our allies in the other world, I know you want to deal with Spider-Man, Wolverine and Human Torch as well as the ponies, but for now we're in an unknown area with limited abilities due to our new forms. Now let Wesker work, then we can do what we came to do, either capture Spider-Man, or kill him," Bison looked around a bit, "Maybe destroy this forsaken world too, the happiness is just unbearable."

Wesker grumbled a bit, "Come on, he said this device would work between dimensions!" he whacked it a bit, he then heard a voice.

"Wesker...Wesker are you there?"

Wesker sighed in relief spoke to the device, "I'm here Dr. Doom."

"Good, have you found Spider-Man? What is the world like?"

"We have found Spider-man, however Wolverine and Human Torch arrived before we can finish business with him".

Doom groaned a bit, "So they managed to escape to that world...no matter, I'm sure you can handle them".

"Normally yes, however to exist in this world, you must take the form of a pony, me and my men have transformed and we are not yet used to these forms, unfortuatley we had to retreat for the time being until we can figure out these new forms".

Doom grumbled, "Fine then...what of this girl that was with Parker during the Green Goblin incident, have you located her as well?"

"Yes...in fact as it turns out, she and Spider-Man are married".

Doom was surprised, "Married? Spider-Man has married a horse?"

"Seems like it, we'll deal with them soon, it won't take us too long to get used to these forms", Wesker grinned sinisterly, "Then Spider-Man will fall to us".

"Good, Doom out".

Wesker deactivated the device, Bison approached him, "Why are we working with Doom? I thought the plan was for us to take over?"

Wesker nodded, "We will, once we capture Spider-Man, our army will be complete, we'll rule the 3 worlds, I will be a God, and you will be a very powerful man".

Bison grinned, "I like the sound of that...but what about Vergil?"

Wesker turned to Vergil, who went to practice his sword techniques, "Vergil will be a case, but I have big plans for him, he'll be a great asset to us."

Balrog himself was practicing his punches. Wesker looked around for Vega, he couldn't find him. "Where has Vega gone?"

"He said something about practicing his skills", Bison answered.

Wesker pondered, "What skills did he mention?"

Bison shrugged, "He didn't say, hopefully he's not planning anything foolish".

Later in Rainbow Dash's place, she got Johnny a nice cloud to sleep on, "There you go, nice place to sleep for you".

Johnny looked a little curious, he poked it a bit, then he climbed on it, "Holy crap, this is pretty comfortable", he looked to Rainbow, "Wanna join me?"

Rainbow chuckled, "Easy lover boy, we barely know each other".

Johnny chuckled, "Sorry, couldn't resist, you're not bad looking for a pony. I can see how Peter fell in love with Twilight", he then sat and wondered, "How has he been? Peter does have a tendency to be a little...down on himself"

Rainbow nodded with a somewhat concerned expression, "He was like that at first, being with Twilight sorta reduced that, but he lets every single mistake he makes get to him, he thinks he has to be this perfect pony, doesn't help that the ponies in this world shunned him at one point, even Fluttershy, though that was temporary, I feel so bad for him though."

Johnny sighed, "Peter is luckier than he knows, I mean despite my little crack earilier, I'm glad he's married to Twilight, Logan said she really cares for him and so far he looks pretty happy with her. Plus his daughter's adorable, she has such a cute little smile."

"Twilight loves him very much, and his daughter loves clinging to his side," Rainbow stated.

Johnny nodded with a genuine smile, "That's good, he is my best friend, I want what's best for him, I'm glad you girls have taken him in and made him one of you."

Rainbow seemed impressed by Johnny's attitude, "Wow, you're a really nice guy, despite those jokes you made, though I liked them."

Johnny laid back, "I know I probably rubbed a few ponies the wrong way, but it's how I break the tension sometimes, you think Peter's a smart mouth, together we make quite an alliance."

Rainbow chuckled, "Do you have a team like that? The smart mouths?"

"Something like that, one time me, Peter, our friend Iceman and a mercenary called Deadpool were put in a team, and we were dubbed Team 'Shut up Already', quite funny," Johnny said.

Rainbow laughed pretty hard, "Wow, that is funny".

They both continued to talk through the night, meanwhile back with Twilight, she had shown Logan where he was gonna sleep, he would bunk with Trixie, they trusted him enough to do so, he had thanked them for that. Peter and Twilight put Mayday in her bed and readied for their own sleep.

Peter crawled into bed and laid facing up while thinking, Twilight went in next to him and rested her head on his chest, "Tough day Peter?"

Peter nodded and rubbed Twilight's mane, "Yeah...it's great to see Logan and Johnny...but I never expected to see Albert Wesker, or Vergil, or Shadowlaw".

Twilight lifted her head up and looked into Peter's eyes, "Who are they anyway?"

"A few times my world would come into communication with a world we dubbed 'Capcom', not sure where the name came from, but the world was first discovered by The X-Men when they met a group of martial artist who love to compete in Street Fights, the most strongest fighters being Ryu, his best friend Ken and the strongest woman in their world, Chun Li. Eventually I along with some other heroes had a chance to meet them as well, they were strong people, some were nice though, bad habit of shouting the names of their attacks like 'Hadouken' or 'Shoryuken'. They even got me doing it, I can't count how many times I shouted 'Web Swing' or 'Spider Sting', or Wolverine shouting 'Beserker Slash'!"

Twilight chuckled, "Sounds funny, colorful group of people".

Spider-Man smiled at the memories, "Yeah, they're not just fighting for sport, they fight for the fate of the world, that guy you saw, Bison, he's their enemy and constantly tries to take over the Capcom world, Very few challenged him, and those who challenge him usually get killed, like Chun Li's father".

Twilight gasped, "Poor girl, that Bison is a terrible sounding person, plus that smile on him, so scary".

"Yeah, just wait til you see his 'Psycho Power'. I don't know too much about Balrog or Vega, but they're both dangerous guys too, one is a failed boxer, the other is a blood-crazed assassin, total weirdo".

"Couple of creeps they are, what about the others in that world?" Twilight wondered.

Peter pondered, "There's also a group of people who fight zombies and monsters for a living".

Twilight raised her eyebrow, "Zombies? Seriously?"

Peter nodded, "Sounds weird but it's true, several evil people used zombies to cause terrorism, including Wesker. It's not just zombies though, they're trying to create the perfect virus to make a person strong, that's what Wesker did, he used a virus on himself so he'd be stronger than the average human. Other humans like Chris Redfield, Jill Valentine and Leon Kennedy work to stop people like Wesker, though they don't have powers, they mostly use guns, but they also have to use brains since Wesker's stronger and faster than them".

"That's amazing, as threatening as he sounds, kudos for those people who stand up to him," Twilight said.

Peter nodded, "They're pretty tough, what I like the most is how much Chris and Jill value each other, you wanna talk about Magic of Friendship, Chris and Jill define that, they always look out for each other, they really care about each other, and they make a great team".

Twilight smiled at the idea of Friendship's magic being strong outside Equestria, "That's so nice to hear, who else, anything on that Vergil creep?"

"Hm...I know he has a brother named Dante, they are known as 'The Sons of Sparda', apparently their dad was a brave demon knight who fell in love with a human woman. I think he was like a Knight for The Underworld, which is to them as Tartarus is to here and they wanted to invade and kill all the humans, but Sparda refused and fought for the humans. Some guy got mad and years later killed his wife, which is one reason Vergil's evil, the death of his mother really got to him. Dante however never let the hate get to him. He, like his father, always fights for others".

Twilight looked impressed, "Such amazing stories, I almost pity that Vergil person, but the death of his mother isn't an exuse to turn evil, you and Applejack never let stuff like that turn you evil".

Peter nodded, remembering his Uncle Ben, "Some are stronger than others".

"Who else was in that world?" Twilight wondered, she found herself more curious by the moment, this could probably make for a nice book.

"Um...there were some group of monsters that liked fighting, like a Succubus named Morrigan who was very flirty, she feeds off of love".

That reminded Twilight of another, "Like Queen Chrysalis".

Peter grumbled, "Chrysalis...now I dislike Morrigan even more...anyway there was a cat girl, who funny enough, was named Felicia".

Twilight looked surprised, "Wow, that must have been weird".

"Yeah, and a few others, then there was some wannabe hero named Viewtiful Joe, a guy who photographs zombies named Frank West, a man with a Bionic Arm named Nathan Spencer, a ninja robot named Strider Hiryu, an eager lawyer named Phoenix Wright, a wolf Goddess of some sort named Amaterasu, a Piledriving mayor named Mike Haggar and one of the most memorable yet underrated warrior, a young robot boy named Mega Man."

"Wow, strange world, so I take it you're friends with everypo-er, everybody there?"

Peter shook his head, "No, not exactly, some are friendly but most really don't like us much, Ryu and Wolverine but heads, Iron Man and Morrigan kinda got a little rivalry too, Thor has his issues with Amaterasu, Chris challenged The Hulk, Dante and Deadpool cause too much damage, it wasn't easy."

Twilight's ears lowered, "That's a shame, your world and their world sounds impressive".

"Yeah...but if I had to choose, I'm happy living here, it has something those two worlds don't have".

Twilight cocked her head, "Really, what's that?"

Peter then kissed her, "You, and that's why I need to be ready, to protect you from them"

Twilight blushed, then Peter flipped her over on her back and crawled over her and started kissing her neck.

"Oh my Peter...getting a little brave aren't you?"

He started speaking between his kisses, "You know I love you Twilight, that future showed me how horrible life is without you, that's why I will always protect you, that's why I really need to stop Wesker, to protect you and the ones I love."

Twilight giggled, "This is why I love you, you're such a romantic...and it's stuff like this that lets me forgive your mistakes, because I know your love is real, and your love is only to me, which is why I'll never let you go, because I know you'll be snatched away in a heartbeat".

Peter chuckled, "I doubt it...but I promise that as long as you want me...you'll never lose me".

Twilight giggled as Peter continued to kiss her, "I hope everypony here is sound asleep...we're gonna have a pleasurable night". Peter grinned and shut the lights off, ready to further prove his love to Twilight.

Meanwhile in the other room, Logan is watching out the window, somewhat paranoid over Wesker and the others still being out there, Trixie noticed this. "Shouldn't you head to bed? It's gonna be late".

Logan turned to her, "I'm fine, my main concern is watching for those villains".

Trixie nodded and laid down, "Just try to get some sleep though, I imagine even great heroes need sleep".

Logan nodded and went to his bed, sleeping with caution, these villains are no joke.

Author's Note

Heroes still getting adjusted, plus more plans from Wesker & allies.

Plans Being Made

The next day Johnny Storm joined Rainbow Dash as she went to greet her weather team, she had explained to him how weather works in Equestria, much to his confusion.

"So...you create the weather in this world?" Johnny asked, a bit confused, the idea of weather coming from Pegusai moving clouds seems so weird.

"Yeah, part of my job, sometimes we even work in a factory, that's where we make the Rainbows", Rainbow Dash answered.

Johnny blinked a moment, "Wow, if my brother-in-law Reed were here, he'd go on about this stuff being scientifically impossible". Rainbow rolled her eyes, "Sounds like you have your own Twilight"

Johnny chuckled, "She that nerdy too? Makes her that more of a match for Peter, good thing too, Peter deserves a smart girl, someone that can appreciate that nerdy side to him"

Rainbow smiled at Johnny for that, "You really do care for Peter, that's cool of you, and it helps that you're here, he doesn't have that many people from your world here, only his aunt, and that Felicia Hardy girl".

Johnny looked surprised, "Felicia Hardy? As in Black Cat?"

"Yeah, did you have any run ins with her?" Rainbow asked.

"A few, she's quite the flirt, she once tricked me into invading an embassy", Johnny said, feeling a bit foolish from the memories.

Rainbow chuckled, "Wow, quite the flirt". Johnny chuckled, "Indeed".

They flew until they encountered Rainbow's fellow Pegusai, a stallion & two mares.

"Here's my weather team, Thunderlane, Flitter & Cloudchaser, you probably saw them at AJ's barn yesterday", she turned to the 3 ponies, "I'd like for you 3 to formally meet a hero from Spider-mane's world, the Human Torch, Johnny Storm".

The ponies greeted each other, then a thought occurred in Rainbow Dash's head.

"Wait I just realized...if you're a pony, you shouldn't call yourself 'The Human Torch', you're not human, Spider-man changed his name to 'Spider-Mane', so instead of The Human Torch, you should call yourself 'The Equine Torch', that makes a bit more sense".

Johnny nodded, "Guess so, though all of you can just call me Johnny, that won't change".

"Ok, Johnny, nice to meet you I guess", Thunderlane said and did a hoofshake to Johnny,"By the way, my brother thinks your powers are cool, a bit cooler than Spider-Mane's"

Johnny grinned, "Your brother sounds smart"

Flitter nodded, "Oh yes, he's the sweetest little colt, me and my sister love babysitting him"

"I take it he's pretty young", Johnny said.

"He's about the same age as The Cutie Mark Crusaders", Rainbow Dash answered.

Johnny looked confused, "Uh...The Cutie Mark Crusaders?"

"Peter introduced them yesterday, remember Apple Bloom, Sweetie Belle & Scootaloo?"

Johnny nodded, "Right, now the name sounds familiar, Scootaloo's a great filly, the other two, kinda annoying". Rainbow looked at Johnny with an annoyed expression, but continued her point, "Since they don't have their Cutie Marks yet, they formed a group and called themselves 'The Cutie Mark Crusaders', and work to find their Cutie Marks."

"What's a Cutie Mark?" Johnny asked.

"The marks on our flanks, see?" Rainbow pointed to her mark, as did the other Pegusai, "It's a symbol of our special talent, though from the looks of things, you don't seem to have a cutie mark".

Johnny found himself staring at Rainbow Dash's flank a bit too much, which Rainbow noticed. She then whacked his head, "Focus Johnny, don't get distracted". She wasn't too upset that he was staring, she found it flattering and she doesn't blame him.

Johnny rubbed his head, "Sorry about that", he looked back on his own flank, turns out his flank was indeed blank, "That a bad thing?"

Rainbow shook her head, "Not too bad, Peter didn't have his Cutie Mark right away either, he didn't get it until he defeated that Green Goblin creep, so you just gonna do something cool and you'll get yours."

Johnny though a moment, "Shouldn't be too hard, not that it's too important, we just need to find Wesker and his goons and that's it, me and Logan go home".

Rainbow looked disappointed, "Well, in that case, let's chill together while we can". Johnny nodded and flew away with the Pegusai.

Meanwhile in the home of Golden Harvest, in her room, Vega is sleeping in her bed with Golden Harvest lying on chest, perfectly at peace.

He woke up after a while and looked around. He then noticed Golden Harvest asleep, remembering the previous night. He had then slowly gotten up carefully, not wanting to wake her and positioned her so she's sleeping comfortably, "Sleep well mi linda del potro". He kissed her good-bye and left her house through her window, and flew around to find his allies.

"I still have my important skills that will get me through life between my ninja skills and my charm...surprised I did that with a horse...but she wasn't too bad, I can understand Spider-man's interest, plus she was able to share many interesting things with me during our pleasurable night, some that can benefit our cause".

He flew over to where he last left his allies, he saw that they were busy practicing to get used to their new bodies, Bison testing his Psycho Power, Balrog doing some shadow boxing, Vergil testing his demon power and his sword skills, Wesker practicing his martial arts.

"Getting used to their forms? Makes sense, I still need to get used to mine, at least I was able to pick up on the flying", Vega flew down to his allies, "Hello my friends".

Balrog glared, "I ain't your friend pretty boy".

Vergil glared, "Where have you been? We had thought you'd been captured or killed".

Vega rested against a tree, "I have been handling business of my own, testing out my ninja training, plus utilizing my charm to gain information from a local pony about details of this world."

"Details? Like what?" Wesker asked.

"Some basic stuff, she told me this world, known as Equestria, has two Princess Sisters that run it, one during the day, the older one Princess Celestia, who raises the sun each day, and one during the night, the younger one Princess Luna, who raises the moon by night, they are both Alicorns, meaning they have horns and wings".

Wesker tapped his chin, "I believe that lavender pony that was with Parker also had a horn and wings."

"Sí señor, she is also an Alicorn Princess, being the 4th after Celestia, Luna and another alicorn, Princess Mi Amore Cadenza, or as many call her, Princess Cadance, she is the Princess of Love, Twilight Sparkle being The Princess of Friendship".

Vergil rolled his eyes, "This world becomes more ridiculous by the moment, why do they need princess for love and friendship? At least the original two princesses make sense, wonder how long they have been around though?"

"According to Golden Harvest, the pony I got this info from-"

Balrog scoffed, "Golden Harvest, theses names sound really stupid"

Vega just stared, "Don't talk...anyway Golden Harvest said that Celestia and Luna have been around for thousands of years, Cadance and Twilight aren't that old though. None of them were born Alicorns, not sure about the first two, but the other two earned it after discovering the true meaning of Love and Friendship."

Wesker continued to rub his chin, "I see, so these four Princesses seem to run this world. What about Peter, what's his status in this world?"

"Since Peter Parker has married Princess Twilight Sparkle, he is considered a prince, though he already had the presigious title being Twilight Sparkle's Knight, once they were married he became an official prince. No alicorn from though, guess marrying into the title doesn't count".

"What of her friends?" Wesker asked, "What are their statuses to this world? Anything of importance?"

"They are The Elements of Harmony, she didn't give me too much detail since she wasn't too sure herself but apperently they can generate great power together, so those girls plus Spider-man make for one dangerous alliance against us".

Wesker pondered some ideas, "Looks like fighting them head on would be foolish, we're gonna have to use various tactics", he then had an idea, "Vega, do you think you can sneak around and gather more info on these ponies, anything we can use to our advantage?"

Vega nodded, "Would be no trouble Señor Wesker, but what exactly am I looking for?"

"Anything on these girls or Peter Parker, mostly weaknesses we can exploit, loved ones we can target, ways we can get inside their heads, or even find out more on how their power works, also find out where these princesses are located use the other ponies, either through your charm, or through force, though preferably nothing that would attract too much attention".

Vega nodded and turned to leave, but before leaving he turned back to Wesker, "Should I avoid killing any of them?"

Wesker grinned a moment, "I would prefer if you didnt kill them, but I do know accidents can happen."

Vega grinned back, "Then I guess I should try not to make any accidents", he walked forward, "Maybe not too hard", a sinister chuckle emerged from Vega as he left.

Vergil turned to Wesker, "Do you think we can beat these ponies alone?"

Wesker looked a bit concerned, "I'm not sure, we are powerful but there may be some power even we may not be familiar with".

Bison spoke up, "Perhaps we need some form of assistance, nothing wrong with a few soliders".

Vergil nodded, "In Chess, while prices like The Bishop, Rook or Knight are stronger, a pawn is still needed to pave the way, the pawn can spring traps and allow the stronger pieces like the Rook, night and Bishop to swoop in"

Wesker nodded, "Indeed, what do you have in mind my loyal Rook?"

Vergil explained, "Those heroes from the Marvel world, we should use them, we have them under our control, we can contact Von Doom and have him send us those heroes, they can be our pawns, perhaps The Avengers".

Wesker looked unconvinced, "That sounds too risky, these devices Doom and I made still need more testing, bringing the Avengers over could be risky".

Vergil huffed, "Fine, we won't use The Avengers, not yet, but how about the lower class heroes, just to test this thing out, we need heroes that are compitent but expendable, ones that even if they break out of the mind control can be easy pickings for us".

Wesker grinned, "You have a keen mind Vergil".

Bison also grinned, "Worthy of our presance, that's something your brother cannot claim".

Vergil flashed a small grin of his own, "To be expected".

Wesker contacted Doom, "Doom, it's Wesker, I'm gonna need a favor from you..."

Later in the day, The Mane 6 along with Trixie, Spike and The Marvel Trio were at Sweet Apple Acres. Aunt May was foalsitting Mayday, Spike and Trixie were watching the Crusaders, Peter was catching up with Johnny and Logan, the Mane 6 talked amongst each other.

"So Twi, how's Peter handling seeing his old friends again?" Applejack asked.

"He's happy, he wishes it was better circumstances but he's still happy to be with his old friends and allies", Twilight said.

"What do you think of his friends, personally I'm not too sure about them, that Wolverine fellow looks a bit shady and that Johnny's a blowhard", Rarity said.

Rainbow glared, "Johnny's not a blowhard, he's just a very confident guy who's not afraid to be himself, he's actually really nice despite what you all think"

The rest of the group seemed a bit unsure, except Pinkie, "I'm with Dashie, he just has an upbeat attitude, nothing wrong with having one."

The others still looked unsure, Twilight spoke up, "Regardless, Peter says he's a good guy despite some of his insensitive jokes, so we need to give him the benefit of the doubt, maybe he just takes some getting used to."

The others somewhat agreed with that.

"What about that Logan guy? He seem alright to you girls?" Applejack asked.

Once again there was a mixed reaction among them.

"He seems like a brute honestly, plus his potty mouth, he seems to have almost no disregard for anything", Rarity said.

"Yeah, he's a bit scary, but maybe he's not so bad...right Twilight?" Pinkie said.

Twilight nodded, "Logan might seem gruff and tough, but Peter says he's got a soft side, from what I've seen on Earth, he's actually a nice person, he was very kind to me when on Earth and Spike says he's really nice too, almost like a cool uncle. Peter says his tough guy act is well...that, mostly an act, he's lived for so long and seen so many bad things it's just gotten to him a bit."

Fluttershy cleared her throat a bit, "I think he's probably really nice too, I can sense that despite his hostile appearance he's a pretty gentle soul, just like Peter is, he just follows his animal instincts I guess."

The girls nodded in agreement, so far they like Logan a bit more than Johnny, except Rainbow, she likes Johnny more.

"Besides girls, it would mean a lot to Peter if we were more accepting, truth be told I worry about him sometimes because he's in a new world away from a lot of friends he had back home, and thankfully you all made him feel welcome, but it just seemed like he was missing a little something. I wouldn't mind if some of his friends came to live here", Twilight stated, garnering interest from her friends.

"Would be nice, that world seems like a decent enough place, especially since it produced one of the nicest guys, one you were lucky enough to nab", Applejack said.

"Yes, I'm still amazed that you're even married, and that you're a mother, what's it like to know you have a stallion to wake up with each day, or a little foal you have to care for?" Rarity asked.

Twilight let out a loving sigh, "It's an amazing feeling, me and Peter love each other very much, and our daughter is the best thing in our lives, we have the happiest family, and we have talked about having another child, I know he wants a boy and did hope Mayday would be a boy, not that it mattered, he still loves her very much and he's very happy to have her as a daughter, plus Mayday would probably love a younger sibling, I'm just grateful I have a stallion, but truth be told I wish you girls could find a nice stallion to settle down with, have any of you considered that?"

The girls each pondered their answers, Applejack was the first to speak.

"Haven't thought about that too much, ah still have a farm to run, whoever ah get hitched with would need to be able to move here, marrying into a farm is not the easiest thing, requires a lot of hard work, something Peter could've definitely handle."

Rarity nodded, "Yes, it's quite a commitment, and you girls know me, I always want to find a nice stallion, but it's not as easy as it seems. But I know better than to just settle, especially after seeing how happy you are with Peter, he makes for a great husband".

Pinkie spoke, "I don't know who I could be with, I hope he loves parties and goodies as much as me".

"Like Cheese Sandwich?" Rarity asked.

Pinkie was gonna speak but then began to ponder that idea, Fluttershy spoke next, "I'm not sure either, marriage seems so scary, you're lucky you have Peter, he would have made such a comforting husband".

Twilight raised her eyebrow at these mentions of Peter, Rainbow spoke next, "Not sure who I would want to get hitched with, if Peter was single then I'd definitely go for him", very blunt answer.

Twilight looked a bit agitated, "Except for Pinkie, all of you seem to use Peter as an example of the perfect husband".

Pinkie lit up, "Oooh, I'd like to marry Peter too!"

Twilight groaned, "All of you seem interested in my husband, should I be flattered or concerned?"

"Whoa there Twilight, we ain't gonna snatch Peter away from ya, we just needed an example of a good husband, Peter fits that to a tee," Applejack said.

"That's true, he's handsome, kind, charming, has a great sense of humor, not afraid to express his emotions and he's very protective of you, he's a perfect package", Rarity said.

"We're just so happy for you, you two make the happiest couple", Fluttershy said.

Twilight huffed, "Good, it's flattering to know you all like my husband, but I just wanna make sure it's friendly, there are still a lot of mares who are into him and it honestly bothers him a bit because he's afraid I'm gonna get really jealous", Twilight said.

"Ya do get jealous though, you really hate that Felicia Hardy", Applejack said.

"Well yeah, she caused so much problems for Peter", Twilight said.

"Also she's attractive", Rainbow Dash said, causing a groan from Twilight.

"Ok, maybe I'm a little possessive, but like you said, he's a great guy and I'm gonna fight to keep him, won't be hard, I know how much he loves me", Twilight said.

"Damn straight, remember what happened that time in Canterlot with that Flash Sentry fellow? The moment he hit on you Peter went into full rage, rare moment in fact", Applejack said.

"Yes indeed, I've never seen him threaten somepony like that", Rarity said.

"Probably didn't help that his name was 'Flash', wasn't that the name of his High School bully?" Rainbow asked.

"Yeah, it was, anyway let's drop this subject and focus on something else", Twilight suggested.

The others nodded and pondered, Rainbow then grinned and asked Twilight, "So...how good is Peter in bed?"

"RAINBOW DASH!"

Meanwhile with Peter, he's relaxing with his Marvel buddies, Peter is really preoccupied with the situation regarding Wesker, Vergil and Shadowlaw.

"I'm worried guys, suppose these jerks do major damage? The ponies of Equerstria don't do well when it comes to a major crisis, they have a tendency to panic", Peter said.

"Can't you track them down Logan? Did you pick up their scent?" Johnny asked.

"No...they covered their trail pretty good, it's gonna be a while before I can catch them", Logan said.

Peter sighed, even with his friends by his side he wasn't sure what to expect with Wesker, he's a very crafty individual, though Peter's used to guys like that, Wesker just has that mysterious aroma, similar to King Sombra, except Wesker has back up, plus he's a genius so there's that.

"Everyday I wonder how I'm gonna endanger my loved ones next, I thought being here would seal me away from my enemies, how did they come here anyway?" Peter asked.

"Since our world and the Capcom world collided again, maybe it reduced some barrier stuff or something like that, Reed would be able to explain it better, but it may have weakened the link between this world and ours, it might be possible for the Capcom people to invade here directly from their world", Johnny said.

Peter slammed his head on the table, "Great, just what we need, suppose more baddies show up? Like that girl with those Lego robots or something?"

"You mean Tron Bonne? Why would she come here, you should worry about the other dangerous guys, like Akuma" Johnny asked.

Peter groaned louder and put his head in his hooves, Logan glared at Johnny, "Yer not helping!"

Johnny put his hooves up defensively as if to say, 'My Bad', Logan turned to Peter, "Kid, do me a favor, and stop whining, I don't know what's gonna happen but instead of whining about it, man up and be ready for a fight!"

Peter looked a bit taken back by Logan's roughness but it's to be expected, "Fine then, we'll just get ready for a war, and then-"

"Hi Peter!" he heard a familiar filly squeak.

Peter shuddered a bit and turned around, "Hey there Sweetie Belle, how are you?"

"I'm good...are you talking with your friends?" Sweetie asked.

Peter simply nodded, "Yeah, we're talking about the bad people that came by yesterday"

"Is it true Rarity slapped one of them?" Sweetie asked.

Peter nodded, "Yeah, dangerous person though, luckily he let it slide...I think he did at least, hope he's not out for revenge".

"Well if anything happens, you'll protect my sister right?" Sweetie asked, earning yet another nod from Peter. "I won't let anything bad happen to you or your friends"

Sweetie grinned and hugged Peter, "You're my favorite hero Peter, and the most dreamiest."

Peter started to sweat and muttered in his head, 'Be cool, be cool, this is young Sweetie Belle, not the one you saw in the future with the latex and the flirty attitude and...', he looked at Sweetie and once again pictured an adult version with the latex and imagined her saying, "Run away with me Peter, we can start a new life together", then he swear she went in for a kiss.

Peter freaked and backed away quickly while screaming, confusing Sweetie Belle and his friends.

"Geez Peter, you still believe in cooties or something?" Johnny joked.

Twilight had come into the room after hearing the scream, "What's happening? Is Peter alright? I thought I heard him scream"

She noticed the scene, Peter was at a distant, Sweetie was right there, she could guess what happened and simply sighed.

"Maybe we should go now, mind waiting for me outside Peter?" Twilight asked.

Peter nodded and left the room, still a little freaked.

"We should get going too", Johnny said.

The two heroes left and Sweetie Belle approached Twilight, "Is Peter mad at me or something? He seems really bothered by me lately, did I do something bad?"

Twilight shook her head, "No, you didn't do anything bad", then in her head, 'Yet', aloud again, "He's just a little stressed"

"Oh...I hope he feels better soon, I miss being with him, he's so fun to be around, plus he's easy on the eyes, though you obviously know that"

Twilight didn't look to pleased to hear that, "Sweetie, I know you have a small crush on Peter, and that's perfectly normal, but I also hope you know that he's my husband and the father to my daughter, so this crush shouldn't last too much longer, you need to be with a nice colt your age, I know Peter's handsome and charming and he's got that allure to most girls, but for your sake please don't take your crush too far, don't chase after something that will never happen."

Sweetie lowered her ears, "I get it, I'm sorry Twilight".

"It's fine Sweetie, like I said, your crush is perfectly normal, just don't get too carried away", Twilight said.

Sweetie nodded and gave a soft smile to Twilight, once Twilight left the room, Sweetie frowned a bit, "Why can't I have a handsome hero as my coltfriend? It's no fair, I wish I were older".

Outside, Johnny met with Peter, "Yo panic boy, you ok there?"

Peter glared a bit, "Panic boy? That the best you could come up with?"

Johnny chuckled, "Hey you really freaked out when that filly hugged you, she poke you with her horn? Did did you poke her with yours?"

Johnny raised his eyebrow, only for Peter to get in his face. "That's not funny!"

"Hey relax Parker, you act like you and her had an affair once or something". Peter looked shamefully to the side a moment, something Johnny caught and looked a bit suspicious, "Peter...you didn't do anything funny with her right? I don't know about how things are here but-"

Peter rubbed his head, "It's hard to explain Johnny, but let's just say I did something really bad...and it happened with Sweetie Belle".

Johnny looked concerned for his friend, Peter was really bothered by this, poking fun at it wasn't a good idea, "Peter, you know you can tell me anything right? I'm your bro, I'm here for you, if there's something you can't tell Twilight then-"

"She knows what's bothering me, it's just too hard and too humiliating to talk about right now", Peter explained.

Johnny nodded, "That's fine, you can tell me when you're ready".

Peter smiled and high hoofed Johnny, "Thanks Johnny".

Johnny grinned, "No problem".

While this happened, Apple Bloom, Scootaloo, Trixie and Spike approached them.

"Aw, how sweet", Trixie said with a coy smile.

Apple Bloom noticed Peter looked distressed, "You ok Peter? You look a bit bothered."

Peter nodded, "I'm fine Apple Bloom, don't worry about it"

"Sweetie Ball's been all over him again", Johnny said.

Apple Bloom raised her eyebrow, "You mean Sweetie Belle?"

Johnny face hoofed, "Right, mix up"

Apple Bloom nodded, "Yeah, ah wish Sweetie Belle would get over her crush, ah know you're a handsome guy Pete, ah can't blame her but it's just not healthy, ah worry for her sometimes"

"I worry too, for many other things besides that", Trixie said.

"Tell me about it", Spike said.

Apple Bloom glared at them a moment, as if telepathically telling them to 'shut up'.

"Maybe you girls can find a colt her age that can get me off her mind?" Peter suggested, that lit up something in Johnny's head, "Rumble!"

Everyone turned to Johnny confused, he proceeded to explain, "One of Rainbow Dash's weather patrol helpers Thunderlane, he has a brother named Rumble who's around the same age as you girls, maybe you can try him or something"

Scootaloo spoke up, "I think I know him, small, gray coat, black mane that looks like he's been flying really fast, problem is from what I've seen, he'd ridiculously shy, he won't be able to win her over."

"I can help him with that, I'm a wiz when it comes to the ladies", Johnny said with a smug grin, much to the annoyance of everyone around.

"If you're so good at that, where's your cutie mark on it...actually you seem to be a blank flank, so did Logan, guess y'all have to earn yer marks like Peter did", Apple Bloom said.

Johnny looked down, "I'm aware, I'll figure it out later, not important right now", Johnny turned to Peter, "So what do you think of Sweetie Belle's blind date idea, sound good?"

"Can't hurt I guess, I'm desperate to get her off my mind, I thought it was bad enough Luna had a thing for me, at least she's able to contain her emotions...sorta," Peter said, looking to the side.

"Luna? Who's Luna, and what do you mean sorta?" Johnny asked.

"Long story, let's just say it involves love, jealousy, and the symbiote", Peter answered, much to Johnny's worry.

"That symbiote is bad news."

"Twilight destroyed it at least, so we don't have to worry about it".

Johnny cringed a little, "Don't count on that too much".

Peter raised his eyebrow, "What does that mean?"

Johnny shook his head, "Long story, I'll explain soon, just keep an eye out, the villains are planning evil stuff".

That concerned Peter, "Great, more trouble".

Johnny nodded, but resumed the current convo, "So Sweetie Belle, this Luna chick, who else has a thing for you?"

"Luna's a princess by the way Johnny", Peter said.

"OK fine, Princess Luna, who else?"

Trixie spoke up, "There's also that wall eyed mare".

"Trixie! That's not a nice way to describe her!" Apple Bloom said.

Trixie scrunched her face in shame, "Right, my apologies".

Apple Bloom nodded, "It's fine, ah know you didn't mean any offense."

"You need to introduce me to more ponies, I'm eager to meet this wall eyed chick", Johnny said, earing a glare from Peter.

"Her name is Derpy, and don't call her wall eyes, Apple Bloom just made that clear to Trixie!" Peter shouted, clearly annoyed.

Johnny stifled a laugh, "Derpy?" he continued to stifle, Peter's glare making it easier to drop it, "Sorry, unique name though".

Twilight made her way outside with her friends, Logan and Sweetie Belle, "We should get going soon"

"I'm gonna stay with Applejack, help watch over the girls", Rarity said.

Johnny approached Rainbow, "Do you know where your friend Thunderlane lives?"

"Friend? Maybe if you use that term loosely, but I know where he lives, why?" Rainbow Dash asked.

"Just take me there, I have an awesome idea".

Rainbow shrugged, "Ok", she looked to her friends, "See you all later".

Johnny turned to the others, "See ya Pete, bye ladies".

The two flew off, Twilight was confused, "What was that about?"

"Johnny's gonna find a coltfriend for Sweetie Belle", Apple Bloom said, much to Sweetie's curiosity.

"A coltfriend? What for?"

"To help you get over yer unhealthy obsession with Peter", Apple Bloom bluntly stated.

Sweetie glared, "I don't have an unhealthy obsession!"

As they girls argued, the rest decided to leave them be, Applejack and Rarity simply went inside, calling over Aunt May to bring over Mayday.

Soon all the ponies went home, with Twilight, Trixie, Spike, Mayday Peter and Logan heading back to the library.

"Hey would you all mind going on ahead a little, I need to ask Peter something private", Twilight said.

The others nodded and grabbed Mayday to go ahead a little, Twilight turned to Peter, "So your friend wants to play matchmaker with Sweetie Belle?"

Peter nodded, "He says it could help, though I almost let my little secret slip out".

"So if Sweetie had a coltfriend and didn't like you that way you'd feel a bit better about what happened?"

Peter shook his head, "I'll never forgive what I did, but maybe it can alleviate things, it isn't fair to Sweetie that I shove her away, it's not healthy to me either, every time I look at her, sometimes I see the future version, and I swear she wants me, I can't handle that, I shouldn't even be thinking of another mare, it's wrong", he looked to Twilight, "You're my wife, I should only be thinking of you, cause I love only you, I just can't handle this".

Twilight pitied Peter, she didn't like what he did, not just because it betrayed her love, but seeing how much Peter is bothered by it, he feels he made so many mistakes, she knows this is something else that's gonna eat at him, she almost wishes that future Sweetie Belle was here right now...so she can knock her into next week for going near her stallion like that.

"I just want you to get past it Peter, if I can forgive you, why can't you forgive yourself? I mean since then you've only been that much more loyal to me, you have never even gave any mare a second glance, and the fact that you're so bothered to be near Sweetie just shows me how much you value our marriage, and one little slip shouldn't ruin that," Twilight stated.

Peter nodded, "I guess so" he then shared a kiss with her, "I love you, you're the best wife a sap like me can ask for."

"You're not a sap Peter, you deserve me, because you know there's nothing better than me," Twilight said confidently.

The two chuckled a bit, then heard Spike belch.

"What the...you throw up a letter or something kid!?" Logan said.

Twilight's eyes widened, "Did Celestia return my letter?"

Peter looked curious, "That letter you wrote on the way to the farm?"

Twilight nodded and levitated the letter, "I told Celestia about our visitors, both your friends and the enemies", Twilight then read the letter, as she finished she beamed a smile, "Looks like you and your friend Johnny will be meeting Princess Celestia tomorrow!"

"Sweet, we going to Canterlot then?" Peter asked, Twilight nodded in response, "It's so great, hey Logan you'll get to see Luna again"

Logan huffed, "That's nice".

"Well it's nice they can see Celestia and Luna, maybe we can then go to the Crystal Empire and introduce them to Cadance", Peter said.

"That's an even grander idea!" Twilight shouted with glee.

"Ok, well first thing's first...Canterlot!" Peter said.

The group trotted back home, little did they know, a certain somepony had heard everything they said, as Vega was then seen on a tree trunk.

"So...an appointment with the princesses, and now we know where all of them live...it also looks like Parker has a dirty little secret that he doesn't want anyone else to know, but who is this Sweetie Belle girl that bothers him so much...perhaps back at that farm?"

Vega flew over to the farm area and saw the Crusaders in the distance, he knew one of them was Sweetie Belle since he overheard Apple Bloom address her by name.

"So that's Sweetie Belle...she lovely young girl...as for her other friends...the one with the bow looks ok, the other one...is that even a filly? Her hair looks like a boy's hair. Eh, no es importante, I need to keep an eye on them"

They had soon stopped arguing for the moment, mainly because Scootaloo started complaining and suggested they move the conversation, and then simply started heading back to their tree house.

He followed them there secretly and leaned against their door to listen in on their conversation.

"Seriously though Sweetie Belle, y'all need to give this colt a chance, give up your obsession for Peter", he heard Apple Bloom said.

"But I love him Apple Bloom, he's so handsome and charming, if I were older I'm sure he'd like me", Sweetie said.

"You don't love him, that's your sister Rarity's influence on you, thinking you love a pony, it's just a crush, at least even Rarity knows when handsome isn't enough, that's why she whacked that guy hard yesterday, he's handsome but evil", Scootaloo said.

Vega remembered that, how Rarity put his hands on his beautiful face, "So this Sweetie Belle filly is the younger sister of that puta that stuck my lovely face..."

"I heard she only did that because he called Spike ugly, I don't fully agree with that but I think it was out of line, I never would have done that, I heard he was really handsome too", Sweetie said.

"Y'all should listen to Scootaloo though, don't be such a love-struck filly", Apple Bloom said.

"I can't help it, I have needs", Sweetie said.

"What needs!? You don't even know what 'needs' are!" Apple Bloom said.

"I just need a good stallion like Peter, one to make me the happiest filly in the world", Sweetie stated with dreamy eyes.

Vega grinned, "This filly sounds like a vulnerable emotional wreck, perhaps I can use that to my advantage if I get a chance to charm her...not now though, her friends are nearby, but provided her sister goes to visit those princesses, that's my opportunity...one step closer to ending Spider-man and his Equestrian Friends", Vega flew away.

Meanwhile at Thunderlane's house, Johnny and Rainbow arrived at his front door, Johnny having explained everything to Rainbow Dash.

"You really think setting Sweetie Belle up on a date with Rumble is a good idea?" Rainbow asked.

"Hey she needs to move on from Peter, it's not healthy to be obsessed with a married person, Peter should know that though, he once had a thing for my sister even though she was married"

Rainbow chuckled, "Seriously, he liked your sister!?"

Johnny looked glum, "It was really awkward...one time I visited an alternate reality where Peter was married to my sister, it was awful."

Rainbow laughed more, "Holy crap, really!?"

Johnny nodded, "Yeah, he wanted me to do push ups, jerk", Johnny then proceeded to knock on the door to Thunderlane's house.

Thunderlane answered a few moments later, "Rainbow Dash? Johnny Storm? What brings you both here?"

The two Pegusai grinned at Thunderlane.

"We have a proposition for your little brother, one he might like", Johnny said.

Thunderlane looked confused, "Huh?"

"Let's talk inside, bring Rumble, it's a huge opportunity he won't want to pass up", Rainbow said.

The Pegusai went inside to discuss the date stuff with Thunderlane and his brother Rumble.

Meanwhile in another city, word got out about he villains, one Pegasus in particular, Lightning Dust, heard about the villains and their search for Spider-mane and The Elements.

"Pfft, Spider-mane, tired of hearing about him, and I'm really tired about hearing about his Harem of Harmony, those damn ponies ruined my hopes and dreams".

Lightning Dust has never liked the Elements much since that day in the Wonderbolts Academy, the day they caused her to be booted and humiliated, especially Rainbow Dash.

She sat on a bench and started to reflect on the news, "Here's hoping those villains give The Parker-Sparkle couple what they have coming, I won't feel sorry for them one bit".

Author's Note

Wesker will build his army, so far he has one supporter though. Plus what is Vega planning with Sweetie Belle? Plus Peter's own self conflict. Who else should join in on this little adventure?

The Meetings

The next day, the Mane 6, the Marvel Heroes, Trixie and Spike were on a train on the way to Canterlot, ready to introduce Johnny Storm and Wolverine to the princesses. Wolverine waited patiently while Johnny was whining about the wait.

"Are we there yet?" Johnny asked.

"Don't start with that", Twilight warned.

"But it's so boring, I hate being in one place for too long", Johnny whined.

Rainbow nodded, "I'm with Johnny, this is really boring, why can't he and I just fly to Canterlot?"

"Rainbow Dash, ever since Johnny first came here you've constantly been on his bandwagon, what gives?" Applejack asked with a somewhat annoyed expression.

"What? He's a cool dude", Rainbow said.

"I have to agree with Johnny on this though, takes forever to take a train over to Canterlot", Peter said.

Twilight groaned, "We're almost there, stop complaining! And it's not even that long of a train ride anyway!"

They finally arrived at Canterlot, the Royal Guards appeared at the train and escorted the group to Celestia's castle. Johnny found their armor funny looking and chuckled at them when they weren't looking. Twilight then glared angrily at him, as if telepathically telling him to knock it off.

Johnny then got a good look at the castle, "Holy crap, this place is huge! Almost as big as Doom's Castle".

"I think Doom's a bit bigger", Peter said.

"Doom? Oh you mean that Dr. Doom guy?" Twilight asked.

"Yeah, Johnny and his Fantastic Four teammates fight him regularly, I don't fight him as much", Peter said.

"He's fought every superhuman at least once, even I've fought Doom, he's no easy fight", Logan said.

"Plus as it turns out, he's also behind this mess", Johnny stated.

Peter raised an eyebrow, "Wait, Doom too?"

Johnny nodded, "Forgot to mention that I guess."

Peter looked pretty annoyed, "That's not something you forget to mention!", Peter face hoofed, "This is gonna be trouble, Wesker's bad enough on his own, Doom by his side makes for an even worse situation! They're both highly intelligent, very strong and extremely dangerous."

Twilight was also concerned, "Sounds like he'll be trouble to this world too, though I'm curious, has Dr. Doom fought anyone from the Capcom world?" Twilight asked.

"A few people, mainly Chun Li, but yeah some villains have fought in that world, even some of mine, like Venom", Peter said.

"Didn't Magneto try to kill Bison and get Vega, Balrog and Sagat on his side?" Johnny asked.

"Yeah, I think so", Logan answered.

Peter sighed, "Still, why is Doom working with Wesker? What do they have to gain?"

Twilight patted Peter's back a little, "Whatever it is, I'm sure we can handle them, two great minds like ours can counter against two evil minds like theirs".

Peter sighed, "I hope you're right".

They approached the front door and entered, soon they were face to face with the two sisters, Celestia and Luna.

"Johnny, Logan, I'd like you both to meet Princess Celestia, and Logan you remember, but Johnny this is her sister, Princess Luna", Twilight said, then bowed to the princesses, as did her friends and Peter. It took Johnny a moment to realize he needed to bow too, Logan knew to bow right away.

"It is great to see you Twilight, and it's great to see your friends", Celestia said and bowed to Twilight, as did Luna.

Logan approached first, "Nice to see you again Luna, how you been holding up?"

Luna smiled, it's great to see Logan, one of Earth's calmer minds, "I've been holding you well, how about you?"

Logan twirled his hooves, "Same crap, different day sometimes", he turned to Celestia, "Also it's nice to officially meet you Celestia, Twilight's told me a lot about you, and Red's shared some details about you as well."

Celestia looked confused, "Red? I don't know a Red, I don't think I do."

"He means Sunset Shimmer", Twilight explained, "He nicknamed her 'Red' during our stay on Earth."

Celestia nodded, "I see, Sunset Shimmer has told me a bit about you Logan, you're a tough man but a gentle spirit."

Johnny stifled a laugh, "Wolverine gentle?"

Logan rolled his eyes but ultimately ignored Johnny, though Celestia took notice of him, "Do you care to introduce yourself?"

Johnny stepped forward, "Name's Johnny Storm, most people know me as 'The Human Torch', though in this form I am 'The Equine Torch', credit goes to Rainbow Dash for picking that name out," Johnny did a gun click sound while pointing at Rainbow, to which she grinned at him.
Celestia looked a bit unsure about Johnny's attitude, Johnny continued to speak, "So you're the Princess that runs this country?"

Celestia found his attitude a bit brash but simply nodded in response to his question, "Yes, me and my sister run Equestria together, I run during the day, she runs during the night".

"She runs at night...? So she's like Batman?" Johnny jokingly asked.

Luna rolled her eyes, "Again, who is this Batman fellow?"

"Another hero, not of our world but his own", Johnny explained.

"Well I assure thee I am no Batman, I am simply the princess of the night, thou may just refer to me as such".

"...Ok now you're just acting like Thor", Johnny said, earning another groan from Luna.

"I've met this Thor fellow, and contrary to what you and Peter think, I am not like him that much, I don't carry around a giant hammer while speaking of this Odin person", Luna said.

Johnny looked to Peter, "Dude how many jokes did you beat me to?"

"A lot, you're gonna have to try really hard", Peter said with a grin.

"Sounds like a fun challenge", Johnny replied.

Twilight face hoofed, "Seriously guys, I don't need you to start out doing each other with your lame puns, can you remain professional?"

"Well excuse me, Princess", Johnny said, earning a loud groan from Twilight.

"Seriously!? That again!?"

"Sorry Johnny, already tried that with Twilight", Peter said.

Johnny pondered a moment, "This is gonna be harder than I thought".

Celestia cleared her throat, "If I may, I'd like to speak about what I summoned you all for".

The group gathered around Celestia to listen to her speak.

"Now...it has come to my attention that some men have invaded this world, from a world different than your own, is that correct?" Celestia asked.

The group nodded, confirming Celestia's thoughts, so she spoke again, "What are the details of these men?"

Johnny spoke first, "There's this dude who calls himself General M. Bison, he's a big buff guy who's taken the form of a Red Unicorn with a Black Mane, he's wearing a hat and cape, he has something called 'Psycho Power', not sure exactly what it is but it makes him strong. He is flanked by two guys, one is called Balrog who has taken the form of a dark blue Earth Pony with a Black Mane and wears Boxing gloves. He's tough but kinda stupid, and a Eggshell White with a brown mane Pegasus named Vega. He's very narcissistic, and very sadistic, he enjoys cutting people just to see their blood, he's a total whackjob. The three refer to themselves as Shadowlaw."

Luna seemed concerned based off the information she got about Vega, Celestia was also concerned but made sure to keep listening on other info.

Logan spoke next, "Then there's Vergil, a spoiled kid who seems to have family issues, he's very jealous of his twin brother Dante, and that jealousy has caused him to become the most evil prick most know him to be. He has taken the form of a light blue Pony with silver hair, he wears a blue trench coat and carried around a sword which he calls 'Yamato' or something like that, has that knight like personality."

Peter spoke last, "And finally there's Albert Wesker, he is a very sadistic man who is as smart as he is strong, and he has high intelligence as well, he is known for creating monsters through viruses. He has taken the form of a grey Earth Pony with a blonde mane, he wears a trench coat and sunglasses. Under those sunglasses are the most demonic eyes you could ever see, he also has a sophisticated way of speaking, like if he's trying to pick your mind apart."

Celestia nodded and took some mental notes, "I see, these men, are they as dangerous as Norman Osborn?"

"Very, Osborn was evil but sometimes too insane to really comprehend his abilities, Wesker however has more composure and is less reckless, thus he makes fewer mistakes, same with Vergil and Bison. However their overconfidence is their weakness", Peter explained.

"Wesker thinks he's a God, once he things start getting to his head, then he'll slip", Logan explained.

Celestia nodded, "Right then, I will have my guards. keep a close lookout for this Wesker pony, he will not endanger the lives of my subjects as long as I can help it."

Peter nodded, "Good, and know that me and my friends, both of my world and this one will do everything we can to stop Wesker and his alliance".

Twilight stood by Peter, "Yes, we will defeat them, Wesker seems like he's got everything under control, but he seems no different than any other villain we've faced, always overconfident, always falling short...um no offense Luna"

Luna nodded, "It's fine Twilight, I'm glad you could defeat Nightmare Moon despite the overconfidence, if anything it's just first hand experience of-"

"Wait, wait, wait, hold on a moment...", Johnny approached Twilight, "No offense Luna? What was she evil or something?

"Um, not exactly, she was just possessed by Nightmare Moon", Twilight explained.

Johnny looked curious, "And what is 'Nightmare Moon'? Something we should be concerned with?"

"Nightmare Moon is similar to the Symbiote, it latches onto negative emotion and turns you into something you're not", Peter said.

Johnny looked suspiciously at Luna, "This Nightmare Moon stuff, it's gone right?"

Everyone was quiet a moment, before Twilight simply uttered, "It's been dealt with, don't worry too much".

Johnny didn't look fully convinced but he decided to let it slide, "If you say so...though it's just kinda peculiar".

Peter raised his eyebrow, "That's a big word, you've impressed me Johnny".

Johnny rolled his eyes, "Shut up Parker...anyway I just wanna make sure that she's cool now, nothing to drive her mad? No jealousy whatsoever?"

Luna felt concerned that Johnny would find out about how much she loved Peter, even though in actuality Johnny already knows she has a thing for her.

"Johnny, it's fine, don't worry about it", Peter said.

Johnny sighed, "Fine Parker", he turned to Luna, "I've got my eye on you...".

Twilight angrily approached Johnny, "Don't talk like that to one of the princesses".

Johnny put his hooves up defensively, "Don't come crying to me when she realizes she can't get something she really wants and tries to kill you all."

"Johnny that's enough!" Peter shouted, startling Johnny a bit. Johnny isn't used to an angry Peter, but from what he sees now, he figures it's best to keep his mouth shut.

Luna felt her heart tugged at, Johnny was really getting under her skin a little, he wasn't making a good impression on her, Peter felt the tension and decided they should just head back and suggested the idea to Twilight, which she agreed on.

"Well I'm sure Luna and Celestia enjoyed meeting you boys...sorta, now let's just head home", Twilight said.

"Fine, but I'm not going back on that train, I'm flying, you Dash, wanna join me?" Johnny asked.

"Hell yeah! Let's go for it!"

Twilight rolled her eyes, "Fine, whatever makes you happy"

"Hey we gotta get to Thunderlane's soon anyway, get his brother ready for that date", Johnny said.

"Speaking of which, Rarity you don't mind Rumble dating Sweetie Belle right?"

"I'd like to see the colt but I haven't heard anything bad about him", Rarity said.

"Sweet, let's hurry, Sweetie's probably back at home a little excited", Johnny said.

Meanwhile in Ponyville, Sweetie Belle is walking to the clubhouse to meet with her Crusaders, recalling the events from the last couple of days, the arrival of Johnny Storm and Wolverine, the whole Peter Parker situation, the reaction from her friends, having to date some random colt, seemed like quite a bit.

While she walked, Vega was following her close by with a smug grin, ready to swoop in on a given chance.

She kept walking until she was near Sweet Apple Acres, she looked at the clubhouse in the distance and sighed, "Man, it's gonna be really awkward soon, I have to go on a blind date...what's wrong with having a crush on Peter? I know he's with Twilight but...oh man, am I being selfish? Do I want Peter with no regard to Twilight's feelings?"

"You poor young girl", she heard a voice say.

Sweetie Belle turned around quickly, "Who said that!?"

After waiting a moment, she noticed Vega fly down to her, Sweetie looked a but concerned over the fact that some strange pony was probably watching her since he heard her, plus the fact that he had a claw on his hoof, though she liked his charming smile.

"Who are you?" Sweetie asked.

Vega stood on his hind hooves, "I am Vega", he bowed to her in a knightly fashion, "It is a pleasure to make your acquaintance, mind introducing yourself?"

"Um...I'm Sweetie Belle".

"Sweetie Belle", Vega grinned a bit, "I heard your name around town, such a beautiful name".

Sweetie giggled, "You're charming...though your name sounds familiar...wait, are you one of those guys I heard about, the ones invading?"

Vega nodded, "In a way, I'm just here to talk business with Spider-Man, or Spider-Mane as the public calls him, or Peter Parker you and your friends call him"

"You got into a fight though", Sweetie stated.

"That was the doing of Wolverine & Johnny Storm, they instigated the fight", Vega explained, a little disdain appearing on his face.

Sweetie huffed, "Sounds like a hot head move on their part, doesn't surprise me".

"Sí, it was...", he walked around her a bit, "I couldn't help but notice that you look pretty sad, if there's one thing I can't stand is a pretty face with a frown on it, a cute little girl like you needs to smile and be happy".

Sweetie looked a bit down, "Is it that obvious that I'm sad?"

Vega nodded and kneeled to her, "What's wrong? Maybe I can help"

Sweetie smiled a bit at his kindness, but she remembered something important, "Um...aren't you a one of the bad guys though?"

Vega huffed a little, "What is a bad guy?" He started pacing again, "Just because my ideals are a bit different that makes me bad? All I want is a world where everything is beautiful, why does that make me a bad guy? Because I don't like ugly things? Because I fight for a living? Lots of people do, when I am not fighting, I am back home playing my guitar or tending to my garden", Vega looked to Sweetie, "Is everyone you know totally good, do you not have misunderstood ponies living among you?"

Sweetie thought a moment, "Oh yeah, there's Trixie, she seemed bad at first but she just needed a friend", she tapped her head to think of more, "Oh! And Black Cat, she seems bad but she's not too bad if she helped save the world, plus I like her fashion sense, I wonder if I can get a suit like hers, I asked my sister to make me one, she got angry for some reason"

Vega rolled his eyes, "Your sister, she is known as Rarity correct?"

Sweetie nodded, "How did you know?"

"Took a shot in the dark, I see the family resemblance, except you're prettier".

Sweetie blushed, "Aw thanks, you're so sweet, though I know you're just being nice, my sister is the prettiest pony in town".

"For now, just wait til you get older, I guarantee all the boys will be at your door, and your sister will lose her spot on the top. Honestly I bet that if you were older then Peter Parker would have gone for you instead."

Sweetie looked a little bummed, "I wish...he barely likes being too close to me anymore, he seems to freak and back away too much, I think he's starting to hate me."

Vega felt he was getting close, he continued his pring, "He doesn't, believe me, just yesterday he was talking with Twilight about you, I heard him say he constantly thinks about you, and he feels that your are too pretty to be around, he says when he looks at you, he doesn't just see a little girl, he sees a lovely mare, and it frightens him"

Sweetie blushed, "Really!? Does he like me?"

"He may, but that's the thing, he doesn't want to, and that's why he asked his friends to dump some colt on you, it's not so bad though, Twilight has shown unhappiness about you getting close to Peter, has she shown any signs of hostility to you?"

Sweetie shook her head, "Not exactly, she just said to not bother Peter...though she did look a bit unhappy, should I be worried?"

"Maybe...just be careful, even if Parker tries something, he seems like the type to play his sympathy card and dump the blame on you, and Twilight being as love struck as she is, would side with him in a heartbeat, and maybe cast you away, if you try to say anything, it's your word against their word, and who do you think the people will believe? The most powerful couple in this world, or a young girl who hasn't much to her name".

Sweetie looked concerned, "Peter wouldn't do that...would he? He's a hero, he protects people"

Vega scoffed, "What's a hero?" he paced around a bit, "Johnny Storm is a hero, does that make him a likable person? I doubt that. Wolverine is a Hero, does that make him likable?" he stopped and looked directly at Sweetie Belle, "No, he isn't most people are afraid of him, and why not? He is a savage beast", he continued to walks a bit, "Peter Parker is just another 'hero' who mainly fights for his own vanity, so he can be loved by others, I hear talk that he was quite a charmer with the girls, probably not as good as me, but the difference is that he apparently thinks his life was so horrible and uses his charm to make himself feel better, me I don't use it to raise my self esteem, I use charm because I like pretty girls", he stopped pacing and looked Sweetie in her eyes, "Pretty girls such as you".

Sweetie blushed a bit, Vega continued to walk around her, "Even the people myself and my allies deal with, they're so-called heroes, but what makes them heroes? Because they side with what they think is right!?" Vega stopped a moment and turned to her, "My allies believe that heroes are nothing more than a pompous bunch who fight only for their own self righteousness, little regard to what's truly best for the world they claim to protect!"

Vega took a breath before speaking again, "You deserve better, better than to be a second fiddle to a man like Peter Parker, you really need to be careful on which guy you fall for"

Vega approached her and stroked her mane, Sweetie found it awkward, yet satisfying, Vega continued his speech, "A beautiful pony like you needs a pony that can treat her like a queen".

Sweetie blushed and looked dreamily into Vega's eyes, "You look so handsome...now I wish I were older"

Vega kissed her head and spoke into her ear, "Your age doesn't bother me..."

Sweetie's eyes widened and looked up with some excitement, "Really!?"

Vega grinned and walked away, "I must leave now, come meet me tomorrow near that forest over there", Vega pointed towards the Everfree Forest.

Sweetie shook her head, "I can't, it's dangerous in there, lots of monsters"

Vega looked curious, "Monsters? Such as what?"

"Timberwolves, Cragidiles, Vines, Monster Flowers, not to mention the Ursa Major and Ursa Minor...well actually Peter and Twilight dealt with those two but there's some scary stuff".

Vega pondered, "Ok, where would you like to meet?"

Sweetie thought for a moment and had an idea, "How near that big pointy building in the center of town?"

Vega pondered, "Sure, I can find it, meet me tomorrow, what form of time do you use?"

Sweetie thought a moment, "We use time similar to your world, at least that's what Peter says". Vega thought a moment on what time he wanted, "Ok, we'll meet at 4:00 pm, we can talk a bit, I'll tell you a little about me, and you can talk to me about you, I can be the companion you need".

Sweetie grinned, "I'd like that...wait, I have a date tonight with some colt, should I blow him off if I'm gonna be with you?"

Vega shook his head, "No, just keep him around for a bit, when the time comes, then you dump him".

Sweetie nodded, "Ok then, I'll do that".

Vega flew off, "Til next time, Mi pequeño poni, adiós!" he was long gone and Sweetie let out a heavenly sigh, "He's very handsome, like a knight, plus his accent, so exotic".

Vega flew with a satisfied smile on his face, "Young girls her age are very easy to manipulate, especially when they're so hormonal, she can be a ticket to our domination of the worlds".

Later Vega met with his allies, Wesker approached him, "Any news you'd like to share?"

Vega nodded, "Yes, I got a little bit of info, though if I play my cards right, I can get that much more".

Wesker looked curious, "How so?"

"I met a young girl, I managed to charm some info out of her, but with some luck, I can really get much more, I'll be meeting her tomorrow and I can get her to spill a few more secrets, I do know that Parker has a few secrets he does not wish to be revealed, plus this girl is the younger sister to one of the elements and knows Parker and the Princess of Friendship pretty well".

Wesker looked curious, "That's good...though I must ask...a young girl? How old?"

"She's like 13 or something, maybe 14, not sure, but it's one of the smaller ponies", Vega explained.

Wesker looked a bit concerned, "And you're ok doing this with a girl that age?"

Vega rolled her eyes, "These are just ponies, really doesn't make a difference since they all look the same size womewhat, not like it's a human girl or anything".

Wesker tapped his chin, "Do whatever you must then, if it gets info then all the better".

"Also she warned me of this place called 'The Everfree Forest' a bit more dangerous than this one, it contains many dangerous monsters", Vega explained.

Wesker looked intrigued, as did Vergil, who took the time to go to Vega. "How dangerous may I ask?"

"Probably pretty dangerous, she didn't wanna go there, why do you ask?"

Vergil looked to Wesker with a mischievous smile, which Wesker himself offered, "Who's up for a little nature walk?"

Bison grinned as well, Balrog just groaned, "I hate nature walks".

"Shut up Balrog", Vergil said.

Later on, Rainbow, Johnny and Thunderlane are escorting Rumble to the Carousel Boutique, he had a date with Sweetie Belle.

"I'm kinda nervous", Rumble said.

"Relax Rumble, she's a nice girl, just be yourself", Rainbow said.

"Yeah, and if that doesn't work, just say that you know me", Johnny said.

"Sweetie Belle doesn't like you though", Rainbow Dash pointed out.

Johnny groaned, "Well I don't like the little brat either!" He made a pouty scrunchy face.

Thunderlane looked to his brother, "Just be nice to her, and act like a gentle-colt, do everything Flitter and CC told you to do".

"Even the part where they said 'Don't be like Thunderlane'?" Rumble asked.

Thunderlane looked a bit annoyed, even more annoyed when he heard Johnny and Rainbow chuckling.

"Just do your best", he simply said.

They approached the Boutique and knocked, Rarity then answered, "Yes?" she saw the Pegusai, "Oh, here for Sweetie Belle's date", she looked down to Rumble, he looked very nervous, "May I speak with you for a moment?" Rumble gulped a bit, Rarity gave him a reassuring smile, "Don't worry, it's nothing bad, I just want to learn a little about you, and maybe give you a few tips, you look like a nervous wreck."

She took him inside, Thunderlane then turned to Rainbow and Johnny, "You two positive about this?" Both nodded at his question.

"It'll work fine", Johnny said.

"Yeah, boost his confidence, and finally get Sweetie a proper relationship with a guy", Rainbow said.

Thunderlane sighed, "I hope you're right", he then muttered so they couldn't hear, "You don't wanna prove to be a nuisance like Peter Parker is".

Johnny looked curious, "You say something?" Thunderlane shook his head, "Just muttering something to myself, no big deal".

Johnny and Rainbow shrugged, buying his answer, though Thunderlane himself harbored some deep secret he would soon find the right opportunity to reveal.

Back at the Library, Peter is on the Balcony, sitting on the edge, still concerned over the Wesker situation, Twilight approached him with a concerned look on her face. "Peter, what's bothering you this time?"

Peter turned to her, "Just concerned over the invading villains, the idea that they're out there just bugs me, I mean who knows what they're probably doing, Wesker for all I know could be making deadly viruses, Vergil's probably summoning monsters from Hell, and Vega, he's got like some blood obsession, I just can't stand not knowing where they are"

"Celestia is sending Guards to help us look for them, once we catch them, we'll send them packing back to their world", Twilight reassured.

Peter turned to Twilight, "I hope so...I hope they don't find our friends first", he then approached Twilight and looked her straight in the eye, "I hope they don't find you..."

Twilight gave him a reassuring kiss, "I can handle myself...but I love that you care."

Peter grinned and kissed Twilight back, then had an evil idea, "Mayday is still with Aunt May, and I don't think Trixie, Logan or Spike are home"

"What are you getting at...hey!" Peter had then picked Twilight up bridal style and carried her to their room and shut the door with a lock, it was gonna be quite some noise in there they would prefer others not hear.

Right now Peter and Twilight were at peace, but darkness still lurked nearby, Wesker and his allies would do a newer form of training, a nice little hunt.

Author's Note

Wesker's changing base, Vega's being a creep & The Princesses have learned some new info. Plus what secret is Thunderlane hiding?

Dangers & High Tensions

The next day, Peter and Twilight walked to Sugarcube corner with Trixie, Mayday, Spike and Logan.

On the way there they noticed Johnny and Rainbow flying over head, basically mixing their fire & rainbow trail.

"What do you suppose they're doing?" Peter asked.

"Not sure, they look to be having fun," Twilight pointed out.

Mayday looked impressed, "Mr. Johnny and Auntie Rainbow are great flyers, I want to be great like them too."

"You'll get there sweetie, just keep practicing," Twilight said.

"Yeah, maybe you can be the family Wonderbolt one day", Peter said.

The two landed before the group with smug grings.

"Sup Mr. and Mrs. Nerd, nice day ain't it", Johnny said.

Twilight and Peter were not pleased with the 'Mr. and Mrs. Nerd' comment, though Spike and Trixie were chuckling a bit. Mayday almost found it funny, though wasn't sure if she should laugh or not.

"What were you two doing up there?" Wolverine asked.

"Some flight practice, I told Johnny about The Wonderbolts and we thought if we were both in we could make an unstoppable duo. He's the perfect partner to have too, we have similar attitude and high ambitions, and he's a lot more respectable partner than Lightning Dust," Rainbow explained.

"Who's Lightning Dust?" Logan asked.

"A partner I had at The Wonderbolts Academy, she was quite reckless considering she constantly did things that would endanger those around her, once Spitfire found out then she got booted from The Academy," Rainbow explained.

Twilight nodded, "I remember, her, I kinda felt bad for her, the look of heartbreak on her face, it's never good to lose your dream like that."

"She deserved it, she was too reckless, she didn't deserve to be in The Wonderbolts based off of that," Rainbow stated.

"Come on Rainbow, it's not polite to kick someone when they're down, I believe that all she needed was a good talking to", Peter said.

"Of course you'd say that Peter, you see the good in a lot of ponies", Rainbow said.

"Helped Trixie out quite a bit", Peter said, gesturing to Trixie, who did a confident smile.

"Yeah barely", Rainbow said.

Trixie glared, "I'm going to pretend I didn't hear that."

Peter groaned, "Let's not start fighting, let's just go to Sugarcube Corner and relax a moment."

"You two wanna come?" Twilight asked Johnny and Rainbow.

"Sure thing, we were heading there anyway, Thunderlane and Rumble are gonna be there, gonna ask them how the little guy's date went," Rainbow said.

"Hopefully it went well, kid was really nervous. Sweetie Belle is such a prude, hope she didn't blow the kid off", Johnny stated with little care on how he delivered it.

Twilight was annoyed at that statement a bit, "Sweetie isn't a prude...maybe she's a little hormonal lately but that's to be expected with fillies her age."

"It would help if she toned it down a notch though", Peter said.

"Just take notes on Sweetie Belle, otherwise Mayday might end up bratty like her", Johnny warned, though Twilight and Peter immediately glared.

"NEVER, call my little girl bratty," Peter warned.

"She's gonna grow up to be a great pony, I don't need to insinuating that she won't," Twilight warned.

Johnny put his hooves up defensively, "I'm not saying she won't, I hope she grows up well, I'm just giving fair warning. She's sweet now but if she grows up to bad mouth others or hit on older stallions don't say I didn't-HEY!" Johnny immediately dodged a magic blast. "What the hell was that-WHOA!" he then dodged a web shot, "You two are acting a little bit-AH!" he suddenly kept avoiding blasts and Johnny freaked and ran off with Twilight and Peter chasing after him.

Mayday laughed a little, "That's kinda funny".

"Yeah it's funny now, soon it's gonna be sad, I guarantee Twilight and Peter will make Johnny cry", Spike said.

In the distance they watched as Peter and Twilight chased after Johnny, who was screaming and pleading for mercy, though Peter and Twilight weren't having it. He tried flying away but Twilight flew after him and Peter used his web swinging and high jumps to keep up with him.

"Give it a few minutes, or less, they'll catch him", Logan stated.

Unbeknownst to them, Vega had been watching from a nearby rooftop, he had a slick smile on his face, "Well now, it seems that Parker & The Princess have their own little mean streak, and what's this about ruining the dreams of another pony? Not very friendly", he quickly flew off to find his allies.

Later at Sugarcube corner, everypony had gathered, Peter and Twilight had stopped chasing Johnny but he still sat far away from them due to his newfound fear of them.

Rumble was explaining how his date went, "I was nervous, luckily Miss Rarity gave me some tips, I wasn't sure if it was working since she didn't seem interested, though she was still really nice to me and she said she'd date me again though so maybe I did something right".

"Alright kid, up top!" Rainbow said and held her hoof up, it took Rumble a moment to register and then high hoofed Rainbow Dash.

"That's great for you Rumble, you two look so cute together", Twilight said.

"Yeah, she's a nice girl, I hope this works out for you little guy", Peter said.

"Oh, um thank you," Rumble shyly said.

While talking, Zecora had entered Sugarcube Corner, a look of fear on her face, something bad had happened, "I require some assistance, where is Spider-Mane and The Princess!"

Peter and Twilight approached her, both very worried. "What's wrong? You look concerned".

"Glad I found the both of you, you must come, your friends should too", Zecora urgently said.

Johnny looked to Zecora, "Who's she? And did anyone else notice her rhyming? What's up with that?"

"Her name's Zecora, she lives off in the Everfree Forest, a great potion maker, she always speaks in rhymes", Rainbow explained.

"The Everfree Forest? Haven't heard of that place yet", Johnny said.

"It's a really dangerous place, filled with all types of monsters and stuff", Rainbow said.

"So basically The Negative Zone", Johnny stated, much to the confusion of everyone except Peter and Logan.

"Something like that Johnny", Peter said.

"There was something more dangerous than the monsters last night, come with me please, the others are already at the sight", Zecora said.

As they all left, Peter and Twilight approached the cakes.

"I hate to do this on such short notice, but would you mind watching over Mayday?" Twilight asked.

"Of course dear, we don't mind, she's very adorable, and she can play with Pound and Pumpkin, they seem to love playing with her," Mrs. Cake said.

The Parker-Sparkle couple handed over their daughter.

"Thanks, we owe you," Peter said.

"We're just glad to help," Mr. Cake said.

The group rushed over to the Everfree Forest. Fluttershy and Rarity were also there, they looked and saw what Zecora was worried about, they saw the dead bodies of several creatures in the forest.

"Sweet Celestia!" Twilight shouted, horrified at the amount of carnage.

Peter looked around, "They're all dead...how can this be what could have done this to them?"

Fluttershy looked pretty horrified, these were dangerous creatures but she still cared for all types of animals, she was even more surprised to see the damaged dead body of a Manticore. "This...this is just horrible...who could could have done this", he looked like she was on the verge of tears.

"Good God...it's a massacre here", Logan said as he checked the bodies, "I think we all know who might have done this though"

Twilight's ears perked, "You think it was Wesker and his allies?"

Peter checked the bodies, there was evidence of gunshots, impalements and blade slices, "No doubt, check the wounds, matches the weapons and abilities Wesker and his friends use"

Twilight felt some strange magic, "It might be, I can sense the same magic that Vergil radiated".

Logan noticed Fluttershy mourning the creatures, he went to comfort her, "Relax kid, I know it's bad, but we'll get them for this".

Fluttershy nodded, "If you say so..." She then nuzzled next to him for some comfort. Logan found it a bit awkward but figured she could use the affection, so he pulled her into a reassuring side hug. She seemed to like the affection, so Logan figured that's something done right.

Peter sighed, "Wesker's a lot more dangerous than we thought, the fact that he killed creatures like this, likely for fun or sport...he's a real bastard".

Twilight nodded, "I agree on that, they are real bastards, and they need to pay for the destruction they have caused, we must find them at once!"

Johnny chuckled, "Peter, Twilight, language like that is not befitting of a-HOLY SHIT!" he started flying away when Peter and Twilight started chasing him.

Logan face hoofed, "That idiot just doesn't get the memo does he? He needs to learn when to shut the fuck up".

All the ponies and Zecora just stared at him for that, though Rainbow Dash chuckled a bit. Flutterhsy didn't care, she maintained her position, Logan was actually quite comforting.

Later that day, Sweetie Belle went to find Vega near the tower he said he'd meet her at, after waiting a bit, she saw Vega fly near her, out of sight of any passing pony.

"You made it!" Sweetie said.

Vega smiled, "Of course...now come on, hop on my back, we'll go somewhere a little more private". Sweetie hopped on Vega's back as he readied to take flight, "Hold on tight", Vega then flew up.

"Not too high please", Sweetie asked, a bit concerned.

"I gotta stay out of sight, but I'll try not to go too high", Vega said.

Vega flew around and found an area that was mostly secluded, it was a cliff overlooking a large land, he landed at the tip with Sweetie Belle.

"Wow, so pretty", Sweetie said.

Vega nodded, "Looks like a great place to be at, if I do say so myself"

She sat down, Vega sat next to her and put his arm around her, earning a blush from Sweetie Belle as she nuzzled up against him.

"So tell me Sweetie Belle, how was it with that boy?"

"Eh, he was alright...kinda quiet and boring though. You'd think a colt with a charismatic brother would learn a little from that, but I guess not everypony can pull it off".

Vega rubbed his chin, "No, stuff like that does not work for everyone".

Sweetie sighed, "I feel so conflicted, I have to date a colt, I think you're very handsome, but I can't shake my feelings for Peter".

"Don't blame you, if you are In love with someone, it's not easy to let go", Vega stated.

"Is it selfish though? That I am still in love with him?".

Vega shook his head, "No, sometimes you can't help being in love, it's just nature".

Sweetie groaned a bit, "What should I do Vega? My friends say I need to move on, Johnny Storm told me to, Twilight told me to, I just can't help myself".

Vega stroked her mane a bit, "You shouldn't be worrying so much...it's not healthy". Sweetie sighed a bit, Vega continued to stroke her mane, "Have you ever told him yourself?"

"Sorta...I've always told him how dreamy he is, and that I like him a lot", Sweetie confessed.

"You need to just be honest with your feelings, he probably won't return them, but get them off your chest".

Sweetie looked unsure, "If I did that, wouldn't he be mad?"

"What's the worse than can happen?" Vega asked with a reassuring smile.

"Well, they could banish me, or throw me in a dungeon, or banish me and throw me in a dungeon in the place that they banished me to...or they can send me to the moon!"

Vega blinked a bit, that was a weird answer, "Has that ever happened?"

"I know Princess Celestia sent her sister to the moon about 1000 years ago, she's back though, but Twilight once worried that was gonna happen to her friend Fluttershy after she took Celestia's pet bird".

Vega still looked a bit weirded out, "You have such strange customs", he shook his head a moment, "But I doubt Parker will let you get banished simply for that, unless they hate free speech, just go out there and tell him your emotions...maybe even try to get a kiss from him, it can satisfy a great urge".

Sweetie looked surprised, "Kiss him? Like friendly kiss or coltfriend/marefriend kiss?"

"The second", his reply earned a confused look from Sweetie Belle, "I know that sounds risky, but all is fair in love and war, besides I can tell you need this, once you say you've kissed him then that should be all, I'm almost certain you won't have to worry about liking him anymore, all the wonder of it all will be gone".

Sweetie thought a moment, then decided, "I guess it can't hurt".

Vega chuckled, he could swear she would believe anything she heard, at least from him, she's a pretty gullible pony, plus her teenage hormones add to that.

"Besides, the sooner you get over Parker, the sooner you can move with others", he stroked her face a bit and got in close, "A beautiful girl needs a man that would be loyal to her".

Sweetie was blushing madly, she had a rare moment of affection for someone besides Peter, she could just easily say 'Forget it, I'm just gonna be with you', but she herself needed the closure.

"Now...tell me, have you heard about a pony named 'Lightning Dust' perchance?"

The rest of the day passed by, Twilight, Peter and the others were home, everyone went to their respective places, including the Parker-Sparkle household.

On the way there, Sweetie was trying to catch up to them, "Peter!"

Peter stopped and felt nervous at the sound of her voice, then nervously turned to her, "Yes Sweetie Belle?"

"May I walk with you home? I have something important to tell you, but I want us to talk in private when we get there".

Peter looked a bit unsure but nodded, "Sure, no problem with me, Twilight you don't mind right?" Peter asked.

Twilight shook her head, "Not really".

Peter nodded and turned to Sweetie, "Ok you can join us".

Sweetie followed them home, Peter felt a bit awkward, he still had some trouble looking at Sweetie Belle for the most part, he still had those images of the Future Sweetie Belle with the sexy Latex.

Twilight was also concerned, she knows how awkward Peter feels around Sweetie, a constant reminder of a big regret, she hates that Peter beats himself up so much, she already knows he would never do that in his right state of mind, especially since even in that state of mind, all Peter could think about was Twilight.

Logan, Trixie and Spike also felt the awkward tension, though none of them fully understood why Peter was so awkward, Trixie and Spike knows that Sweetie likes Peter and that Peter had gone through time travel before, they wonder if something happened with Peter and Sweetie in the future, neither of them wanted to pester Peter about it though.

Logan was even more clueless, but he knows Peter, he knows when he acts a certain way that something really bad is happening, he just hoped it wasn't too bad.

Mayday herself sensed something was odd, she hoped it was nothing and if anything her parents could handle it just fine.

Soon they had gotten home, Trixie, Logan, Mayday and Spike went inside, Twilight approached Peter, "Want me to be out here with you?"

Peter shook his head, "I need to deal with this, hopefully I can get this behind me."

"Ok, I love you," Twilight kissed him before heading in.

Peter sat down in front of Sweetie Belle, "So what did you wanna talk about?"

Sweetie took a breath, "If I tell you, do you promise you won't banish me, or throw me in a dungeon, or banish me and throw me-"

"Sweetie!" Peter shouted, he knows where this was going. He heard about how something like that started with Twilight and Fluttershy, it was funny at first but now it's just annoying, even for him, "You won't be banished, or imprisoned, or sent to the moon, just be honest with me."

Sweetie nodded, "Ok Peter, I don't wanna drag this on too long so I'm just gonna cut to the chase...Peter, I have a crush on you".

Peter sighed, "I know Sweetie, you made it very obvious".

"Well it's true, I have a crush on you, honestly it's probably not just a crush, I think I actually am in love with you".

Peter looked into her eyes, he can tell she felt pretty strongly about this, which was gonna make it harder to explain to her it wasn't gonna happen.

"Look Sweetie Belle, you're a cute girl, and if I weren't married to Twilight, and you were a bit older then I definatley would consider you a girl I could date, but it's a moot point, even if you were older..." every time he mentioned older, all he saw was the adult Sweetie Belle. It really bugged him but he needed to press on, "I love Twilight".

Sweetie looked a bit disappointed, "I know, sometimes I wish you didn't though, I have liked you forever, not to mention you're my hero."

Peter sighed, still fighting the image of the adult Sweetie Belle, but he felt some sort of grip over it, "That's the thing Sweetie...it's just a schoolyard crush. You like me because I'm a hero, it's like if Rainbow Dash liked that Soarin guy, or all the girls that like Johnny Storm."

"I didn't like you just because you were Spider-Mane, I liked you before I knew, you know that Peter", Sweetie pointed out.

Peter sighed, he had forgotten that, he was hoping he could use that card against her, she's a bit smarter than most ponies give her credit for, "Still, I was just some dreamy guy you knew, so maybe it's just for my looks".

"I like you for more than that, you're really nice, plus you tried helping me overcome my stage fright", Sweetie explained again.

Peter rolled his eyes, this was gonna be a real pain. "Are you sure it's not just the idea that I'm in a relationship and it makes it forbidden love?"

Sweetie looked half eyed at Peter, "Is that seriously the best you can come up with now!?"

Peter groaned, she was annoyingly stubborn, "Look Sweetie Belle, it really doesn't matter! The fact is that I love Twilight, not you! You need to move on! That's why you have a date with Rumble! If you don't like him then try somepony else! Maybe that kid who plays all those video games, Button Mash I think his name is. I managed to get a game from my world you both like playing, I don't care really, but you have to get over me Sweetie Belle!"

Sweetie looked a bit hurt, Peter has never yelled at her like that. She let out a sigh, it's clear she truly had no shot with Peter, "Fine...but can I still make one more claim before I move on?"

Peter sighed, whatever would end this, "Fine, what is it?"

Sweetie then suddenly locked herself in a kiss with Peter, having taken Vega's advice, and it was great, she loved the idea of kissing the stallion she's crushed on for years.

Peter was surprised at this, once again he imagined the adult Sweetie Belle, but in the middle of the kiss, all that dawned on him was the fact that a mare who wasn't Twilight had dared kissed him, he felt some ire and simply shoved Sweetie Belle back.

"What the hell are you doing Sweetie Belle!?" Peter shouted, he was pretty furious.

Sweetie looked scared, "Sorry, I couldn't help it!"

"I told you I don't love you! Can you please get that through your head! I, Don't, Love, You!"

Sweetie looked taken back, "But...but Peter!"

In Peter's mind, he felt like he was talking to Future Sweetie Belle, "I don't care how much of a good friend you were, I don't care if you do love me, never come between me and my wife! Do you understand that!? Now go home!"

Sweetie was on the verge of more tears, she wanted to plead her case and approached Peter, "Peter please, I'm sorry I didn't mean-"

She felt a force field between herself and Peter, she looked and saw Twilight who looked pretty furious herself, "Sweetie Belle!" Sweetie backed away a bit as Twilight approached the two, a look of anger on her face, "You have some nerve doing that, Peter has made it clear that he doesn't love you! I am not happy that you kissed him like that, you should know better!"

Sweetie was really regretting Vega's advice right now, "Please Twilight, I'm so sorry, I couldn't help it!"

"Save it!" Twilight shouted, "Just go home!" Sweetie wanted to plea again but Peter stepped forward.

"We told you to go home Sweetie Belle! You better think about your actions!"

Sweetie cowered before the Power Couple and backed away a little, seeing them so angry was very unsettling, she wanted to say something but the duo pointing away sealed the deal, she ran off in tears.

After a few moments of rage within Peter, it started to settle into a form of despair, "Damn...I was hoping it wouldn't come to that", he turned to Twilight, "I take it you saw what happened?"

Twilight nodded, "Yeah, I came out when I heard you yelling at her, you sounded really upset and I wanted to make sure to be there if you needed me, but don't worry, I don't blame you, I know she kissed you, and I saw you shove her away and tell her off".

Peter rubbed his head, "I hated having to do that, it's just that I still had the adult Sweetie in my mind for a moment, and maybe all that inner frustration over my actions just came out. Maybe deep down I was still mad at Sweetie Belle for what happened, even though I went along with it."

"Peter, I saw the orb, she kissed you first, not the other way around, maybe you had a right to be angry with her...but I still don't know if taking it out on this Sweetie Belle was the right idea. Now don't get me wrong, it's nice that you care, you just proved that you don't really love Sweetie Belle that way, that I'm always on your mind, and it seems I can rest assure that you'll never cheat on me, but this Sweetie Belle is still different, so it's a hard situation."

Peter walked to the wall and rested his head, "I guess, I just hope soon that image of future Sweetie goes away...but I still want to be friends with current Sweetie...now I feel just awful about what I said".

Twilight hugged him, "Same here, she's a sweet girl, she's just very misguided".

Peter nodded, "Thanks Twilight...I really love you".

"I know, you proved that very well, and I love you too".

Peter looked back, "What about Sweetie Belle, should we go after her? I hate to leave it like that, I don't like leaving on bad notes"

"Give her some time, she's probably not in the mood to talk...though I imagine we're gonna catch hell from Rarity for that", Twilight stated.

Peter's pupils shrank, "Great, just great!"

Twilight hugged him, "But we'll get through it".

Peter smiled and went inside with Twilight, hopeful these old emotions will be done with.

Meanwhile Sweetie Belle had run to a lake and continued weeping, her tears falling into the water, "He hates me...I can't believe he would say that to me...even Twilight is gonna hate me too..."

While she was crying, Vega had appeared behind her, "What's wrong my little sweet?"

Sweetie turned angrily to Vega, "This is all YOUR fault!"

Vega figured what might have happened, but he humored the situation, "What is?"

"You told me that if I confessed to Peter I'd feel better, and that kissing him would help me, it just made him mad at me! And Twilight! Now Peter and Twilight hate me! All because you gave me lousy advice!" She continued crying, "It's not fair...what did I do to deserve this!?"

While she cried, Vega pulled her into a hug, she didn't fight it but she still retained some animosity towards him, "I hate you, it's your fault", she simply said.

Vega rubbed her mane, "I know...I'm so sorry...I thought I was helping, if there's anyway to make this up to you, I would", Vega really didn't mean this stuff, he just told her what she wanted to hear.

Sweetie rubbed her tears, "What can you do?"

Vega sat down and kissed her head and lifted her face to him by her chin, "Anything you want, I'm here for you".

Sweetie looked at him with mixed emotions, part of her hated him for his lousy advice, but part of her wanted his comfort, she decided to resume the hug, he kept her in a tight embrace as she sobbed.

"Just tell me everything that happened, don't spare any details"

Once Sweetie explained everything, she continued to cry on his shoulder, while he rubbed her mane, she didn't notice his evil smile, he felt really satisfied with what happened, he knew this was just another blow to Peter and his friends, to further damage Peter emotionally, to get inside his and Twilight's head, to really stick it to Rarity, and thus makes it more likely to use Sweetie Belle to her full potential, a distressed and hormonal young girl is a very easy target to manipulate.

"I'm here for you...always". Sweetie looked up affectionately at Vega, he then pressed his forehead against hers, "You can always come to me my little sweetheart"

Sweetie blushed and rested her head against his chest, Vega continuingly stoked her mane. While Sweetie felt comfort from Vega, all he could think about was that this was way too easy, he's surely to get great praise for his actions.

Meanwhile with Wesker, he had made a camp in The Everfree Forest since the monsters proved to be no threat, plus nopony in their right mind would just stroll into the forest.

"I must admit, Vega's idea to manipulate that girl is proving to be quite a success", Wesker said.

"Indeed, though even her knowledge might be a bit limited, but his other spying tactics have worked out well, who knew these ponies had so many dirty secrets, no different than humans, bunch of lies and secrets within them", Vergil said.

"Indeed...question is, what is your plan for this Wesker?" Bison asked.

Wesker turned to Bison with a grin, "I'm still trying to figure it out, not because I don't have a good idea, I just can't pick one...but perhaps we can find ourselves some followers in this world, I'm sure Twilight and her friends made quite a few enemies, enemies that would help us take them down".

"I like that idea...perhaps we can find that Lightning Dust pony, we can probably convince her to join our cause", Bison said.

"Speaking of others joining, what about the ones Doom said would be joining us?" Vergil asked.

"They'll be here soon, I let Doom know out coordinates and...", as Wesker was speaking, a nearby portal opened. "That was quick", Wesker said with a surprised smile, then out of the portal came one of Spider-man's recurring villains, Shocker, in pony form.

"Aw man, looks like I do have to transform into a pony, I hope I don't have to stay too long, I feel so weird like this."

Bison approached him, "Deal with it, we all have".

Vergil looked confused, "Why is he here? Is he the back-up Von Doom sent?"

"I'm just here to bring you the back up, Doom wanted to make sure they got here just fine", Shocker explained.

Three beings then emerged from the portal a moment later.

The first being a unicorn stallion with a bright pink coat, brown hair and red eyes, and a dark brown trench coat, looking ready for some action.

"Who wants to shuffle the deck?"

Another one, an earth pony stallion with an ice blue coat and mane, looking very confident in his abilities.

"I'm literally the coolest addition to your group."

Finally an earth pony mare with Blackish-brown hair and a tan coat, showing off two claws from her hoof and a really bad attitude.

"Better not be a waste of my time."

Each of them had a mind control device on them, strapped to the back of their necks, very small device.

Wesker observed them "Interesting choices, not too sure about those two X-Men, but I have a lot of hope for this lovely young mare."

Bison also observed, "Perfect choice, very fierce, tons of potential, weak minded, and even if we do lose control, she can be dealt with easily, plus I doubt their friends would want to hurt them, even Wolverine...or rather, especially Wolverine."

Wesker stroked the mare's mane, "You're gonna do a great job...Laura".

The thee ponies offered a sinister smile as Wesker and Bison let out an evil laugh, Balrog also trying to join in, Vergil simply watching with a faint smile, this could turn out well.

Author's Note

Shocker's here...not that impressive. But so are some X-Men characters. Plus Vega's still a manipulative creep. All that's left is Lightning Dust. Plus it looks like Peter may have broken Sweetie Belle's heart, and Vega wants to recreate it in a dark form.

Credit to Ameliacostanza for the Vega & Sweetie Belle Pic & ecdom02 for the Pony X-23 pic.

Frustrations

One hour later, Peter and Twilight went to the Carousel Boutique, Peter felt really guilty for what he had said to Sweetie Belle and wanted desperately to make things right with her. They had eventually arrived at the front door, "Time to fix this". Peter had approached and knocked on the door, eagerly waiting for it to open.

They heard some hoofsteps and the door was opened by Rarity, who looked displeased to see Peter.

"Hey Rarity, is Sweetie Belle-" the door was slammed then in his face, earning an exasperated sigh, "I had that coming I guess".

Twilight looked furious at that and banged angrily on the door, "Rarity, open up right now!"

After some banging, Rarity opened the door, still looking very annoyed, "What is it!?"

Twilight looked very displeased, "First off don't ever slam the door in Peter's face, the only one who can slam the door on him is me! Second Peter has something to say to Sweetie Belle."

"I think he's said enough, she just came here 10 minutes ago, she looked really upset too. She said you said some stuff to her, I don't like knowing that she had been yelled at by you two!"

Twilight's frustrations grew, "Do you even know why we yelled at her!?"

Rarity shook her head, though still looked angry, "She didn't go into detail, but I doubt it was justified. If there's an issue with my sister, let me know so I can handle it, just like I know you don't like anyone but yourself getting angry at Peter. I still remember the time you nearly ripped Applejack's head off just because she said something to Peter that you found offensive".

Peter groaned at that memory, he had been in such a rush to finish up on a Winter-Wrap up job so he could celebrate his daughter's birthday that he accidentally damaged Applejack's barn with a large pile of snow. Needless to say, she wasn't too happy.

Twilight's ire grew however, "The difference is that Peter didn't meant to damage her barn, so she had no business yelling at him and calling him out on it like she did! She knows he has a guilt complex she didn't need to make him feel worse!"

Rarity scrunched her face, "Just like you had no business treating Sweetie Belle the way you did, regardless of whether she intended to or not. She doesn't wanna leave her room right now, so whatever it is Peter wanted to say to her, it's gonna have to wait, now good-bye!" she slammed the door again. Twilight had half a mind to blow the door down and rip Rarity a new one but she relaxed a bit and went to Peter, "Maybe later".

Peter sighed, "I shouldn't have been so hard...I know she did something stupid, but she's young and in love, I just hope she gets my message that I don't love her like that."

Twilight patted Peter a bit, "I'm sure she will, cause I sure got it, the bright side to this is seeing how much you truly love me".

Peter nodded, "Yeah, it's weird because I still imagined the adult one, that's probably why I lost my cool".

"You lost it because you hate that someone you don't love made a move on you, and the fact is that you did it without knowing I was there, so I can feel reassured that if I'm not ever there you'd still tell someone off if they tried kissing you".

Peter smiled to her, "Only you may kiss me Twilight, as long as only I can kiss you".

Twilight and Peter shared a kiss and nuzzled against each other. Sweetie Belle watched the two from her window and sighed, "I have no chance with him...the stallion of my dreams is gone...*sigh* maybe Vega's right, I should move on...maybe he'll take me, he's already hit on me so many times, plus he's really handsome...maybe a different kind from Peter, but handsome nonetheless".

Rarity dusted a bit when she heard the doorbell, "Another visitor?"

She opened and found Rumble standing there with his brother.

"Hi Miss Rarity, is Sweetie Belle ready for our date?" Rumble asked.

Rarity had a look of concern, "Um...the thing is dear, she's not in a good mood right now, she just had a bit of a spat and she's very upset, I don't think now's the time to take her anywhere".

Rumble looked disappointed at the news, "Aw...wait what happened? Is there anything I can do to help?"

Rarity shook her head, "That's sweet of you dear, but for now she just needs to be alone for a moment, then-"

"Rarity! Who's at the door!?" Sweetie called.

"It's Rumble!" Rarity called back.

"Send him up please, I want to talk to him a moment!" Sweetie shouted.

Rarity nodded, "Ok!" she turned to Rumble, "Well it looks like she could use your company, do try to make my sister feel better would you dear?"

Rumble nodded, "Sure thing Miss Rarity."

"You can just call me 'Rarity' dear", Rarity said with a friendly smile.

Rumble nodded, "Ok Rarity, I'll make her feel better", he went up to find Sweetie Belle, Rarity turned to Thunderlane, "Would you like to come in a moment?"

Thunderlane nodded, "Sure thing, probably won't take long for them to talk about whatever".

The two went inside and sat down together on a couch, Rarity had used her magic to bring over a tea pot and some cups, "Care for some tea?"

Thunderlane shook his head, "No thanks, don't like it too much"

"That's quite alright, not many of my friends drink it, I usually drink alone", she poured herself a cup, "You're brother is absolutely adorable by the way".

"I've been told that, he's pretty well liked by mares, though he's also nervous with fillies so..."

Rarity sipped her tea, "He just needs to be himself, a filly likes that in a colt".

Thunderlane nodded, "Yeah I guess", he sat there a bit, unsure of what to say, so he said the first thing that popped into his mind, "So why was Sweetie Belle so upset if I may ask?"

Rarity sighed, "She had gotten into a bit of a disagreement with Twilight Sparkle & Peter Parker, they came down a little hard in her".

Thunderlane huffed a bit, "Peter Parker...I have to admit, the dude is overrated."

Rarity looked surprised, "Beg your pardon?"

"I mean", Thunderlane rubbed his head to get his thoughts in line, "The guy is considered a great hero, all the mares seem to love him, even to this day after he was married and had a foal, and I realize he's saved his world and ours so many times, but there's just something about him like...what is the big deal about him?" Thunderlane looked to Rarity, "I know he's your friend and that he saved your life once so obviously you have some emotional attachment to him but..."

Rarity patted his hoof, "Go on dear, speak your mind".

Thunderlane nodded, "It's just that, I don't get his appeal, one he lied to all of us about being from another world, I mean sure I can overlook that since he likely would be afraid of being judged, but he nearly got our world and his world destroyed. Plus for some reason people forgive him just because he captured some burglar in Manehatten and they pretend nothing happened, wasn't it stated that the burglar in question came from his world? I mean she fits the description of the Black Cat from Princess Twilight's book, she's even called by the same name in the Manehatten Times".

Rarity nodded her head, showing she was listening and paying mind to his thoughts, Thunderlane continued his speech, "It's just so weird that she could somehow elude officials and keep from being spotted for so long, and somehow Spider-Mane caught her right away, someone from his world, something that Luna herself attended to, for all we know it was one big set-up, but regardless everypony loves him again, especially the mares".

Rarity nodded, "He has quite a charm I would say."

"But that's the thing", Thunderlane stood up to speak, "The mares, why do so many mares like him, they treat him like a God, or the most good looking guy in Equestria, I can't tell you how many mares talk about him. Octavia talks about him, Lyra talks about him, Bon Bon talks about him, your friends, your sister, Derpy Hooves, I heard that even Spitfire has talked about him quite a bit", Thunderlane looked Rarity right in the face, "And it's not just me that feels this way, just ask any of the guys".

Rarity blinked, "The guys? Which ones?"

"Well for one, you know Doctor Hooves right? The one with the hourglass Cutie Mark?"

Rarity nodded, Thunderlane continued, "He has been in a relationship with Derpy, playing a good paternal role to that Dinky Do filly that Derpy took in years ago, yet Derpy still talks about Peter Parker so much, Doc seems so concerned that a mare he would love to be move involved with seems so obsessed with Peter Parker."

"Derpy just idolizes Peter, I'm sure she cares for Doctor Hooves, he has been very nice to her and Dinky", Rarity explained.

"Right, well Doc's a bit concerned, but beyond that, there's also Soarin, I actually had a chance to talk to him the other day", Thunderlane chuckled a bit, "Lucky me right? I got to talk with a Wonderbolt".

Rarity nodded, so Thunderlane continued, "He also expressed some frustration over Peter, Spitfire constantly talks about him, rumor is she has looked into harem marriages, she wants in on the Parker-Sparkle marriage".

Rarity looked surprised, "That's probably a silly rumor".

"Not according to Soarin, but seriously, a lot of stallions can't see the appeal to Peter, I mean there are a select few that do respect him for being a great hero but I guess it's mostly those who are worried of losing their mares to Peter".

Rarity put her tea down and crossed her arms as if in deep thought, "You're pretty vocal about Peter, and I will say that he isn't perfect, far from it, but that's one thing that most like about him, that he's pretty much like them, except he has powers".

"So without those powers, he's just some loser?"

Rarity shrugged, "Not sure, if he didn't have those powers, he never would have even been here, though I wouldn't say he would be a loser, he's very intelligent, I think he would have been quite successful".

Thunderlane scoffed, "Still, somehow I feel like he should have gone home, but no, he knocks up the princess and now he's stuck here, and honestly weren't they under 21 when she was born? I mean they were teen parents, that just screams irresponsible, pretty hypocritical for a guy who spouts out the phase 'With Great Power Comes Great Responsibility', that also made Twilight look bad, she really should have known better."

Rarity looked a bit displeased, "Twilight's hardly to blame, they were human when it happened and Twilight didn't know that humans don't have a heat cycle, besides Peter did at least marry Twilight, they did take responsibility for their actions, they're not immune to mistakes, it's what you do with those mistakes that decide how well you take responsibility".

Thunderlane rolled his eyes, "Still their marriage just seemed forced too, like 'Oh I knocked this girl up, better marry her', like seriously!"

"Thunderlane!", Rarity stood up a bit angrily, "I can assure you that Peter and Twilight do truly love each other, and I honestly believe that Peter would have married Twilight regardless of whether he got Twilight pregnant or not".

Thunderlane made a cocky looking face, like if he didn't really buy it, "Tch, I hope so, honestly he didn't set that good of an example. Luckily my brother isn't too influenced by Peter, otherwise I'm sure he would have gotten some filly knocked up like that".

Rarity furrowed her brow at Thunderlane, "You're being a little unfair Thunderlane, Peter is a great stallion, he makes mistakes but all of us do, that's what makes him human...or rather equine".

Thunderlane rubbed his head, he was really getting a headache from this, "I know he makes mistakes, but somehow it seems like he's treated like he's better than everypony, personally it agitates me to no end, he's overrated and has had everything handed to him! It's not fair to other ponies who deserve it more than he does!"

Rarity was getting frustrated, "Thunderlane! Enough, I understand your frustrations but until you meet Peter personally it really isn't fair to judge him that much, you need to understand all the struggles he's been though, quite honestly we're just happy that he's alright after fighting for us so often, don't focus on his personal life too much, focus on the fact that he constantly fights for everypony".

Thunderlane sighed, "Just a moment ago you said something about Peter upsetting your sister, based on your tone you weren't too happy about it."

"I'm not happy, but that doesn't mean I want to hear all these bad things about him, I just had a little rift with him. And like all rifts between friends, it'll pass, he's not just my friend's husband, more than that, he's my friend as well. I will forgive him for what he may have said to my sister, because that's what friends do, I still care about Peter, I still consider him to be an ideal coltfriend & husband. Truth be told I always say how much I envy Twilight for having him, but at the same time I'm so happy for Twilight, please just give him a chance Thunderlane", she patted his shoulder, "You both have the same hero spirit...I still haven't forgotten the time when you saved my life, just as Peter once did"

Thunderlane recalled the time she nearly got knocked off that hot air balloon thanks to Lightning Dust, how luckily he was there to catch her, "Yeah, I did save you".

Rarity nodded, "You both have great hearts, I'm sure you can be a good friend to Peter."

Thunderlane crossed his arms, a bit unsure, "I can probably give it a shot, still got my doubts though".

Rarity gave him a reassuring mile, "I have confidence those doubts will wash away".

Soon Rumble came downstairs, he looked a bit upset.

"Hey bro, what's wrong?" Thunderlane asked.

"Nothing...let's just go home", Rumble said, barely wanting to talk.

Rarity and Thunderlane looked concerned. "Is everything alright dear?" Rarity asked.

"It's fine, don't worry about me", Rumble said.

Rarity was still concerned for him, "But you look so...unhappy, did my sister say anything to you?"

"I'm fine Mis...er, Rarity, don't worry, see", Rumble put on a smile, though clearly fake.

Rarity did not want to press the issue though, obviously Rumble didn't want to talk about it yet, "If you say so darling, but if something happened you can tell me, or better yet, you can tell your brother".

Rumble nodded, "I will, come on Thunder", Rumble left, Thunderlane following him, then he turned Rarity, "I'm sorry I vented out like that, it just happened I guess".

"Don't worry, I did tell you to speak your mind, I may not have liked what I heard but you have a right to say what you feel", Rarity reassured.

"Thanks, I'll see you later Rarity".

Rarity waved good-bye and closed her door, somewhat worried about Sweetie Belle, "I hope she didn't vent her frustrations on that poor little colt".

Upstairs Sweetie was resting on her bed, recalling what she had said to Rumble.

-Flashback-

"Rumble, I'm sorry, but I don't think there's a chance for us to work out", Sweetie Belle said, plain and simple wise.

"Huh? why not?" Rumble looked a bit distraught, "Was it something I said? I swear I didn't mean it!"

Sweetie shook her head, "No...there's somepony else".

"It's not Peter Parker is it? He's married, and my brother says he's a chump".

Sweetie looked displeased at that, "It's not Peter, and he's not a chump! It's another handsome guy, he's so dreamy and has the sweetest accent".

Rumble looked upset, "So you don't want to see me anymore?"

Sweetie shook her head, "Oh I do, I need a cover, see he's the bad boy type, the one my sister and parents would never in a million years let me date, so I'm gonna need you as a cover".

Rumble raised his eyebrow, "A cover? Why should I be your cover?"

"Because if you do, I can make it worth your while", Sweetie said in a convincing voice.

Rumble looked curious, "How so?"

"You remember my friends? Apple Bloom and Scootaloo?" Rumble nodded, Sweetie continued, "I can probably hook you up with one of them if you help me".

Rumble thought a moment, "This doesn't feel right though".

Sweetie shrugged, "Hey you're choice, I'm still gonna be with this guy, but if you help me, you'll still have a marefriend".

Rumble sighed, "I'm not sure".

Sweetie grew aggravated, "Look, I'll give you a day to think about it, that's all though, you want a marefriend, you gotta do what I ask, and DON'T tell anypony about this, remember it's my word against yours. Besides my handsome stallion won't take too kindly to that, you got it!?" She had gotten in his face, her eyes showing that she's not messing around.

Rumble gulped, "Yes Sweetie Belle".

"Good, now run along now", Sweetie said while pointing to the door.

-End Flashback-

Sweetie could only daydream now over Vega, though soon she felt a tap on her window, when she opened it, all that was there was a note with a flower on it, the note read, 'My little beauty, I will see you tomorrow around noon by the lake in the park, I look forward to seeing your beautiful face, until we see each other, mi amor".

Sweetie hugged the note and sniffed her flower as she went back on her bed, "Oh Vega...you know how to charm a filly".

Outside, Vega had watched in secret as Sweetie grabbed the note, he had a sly grin, "This is too easy", he flew off with his evil laugh.

A little later, back at the Parker-Sparkle house, Peter was laying on the couch, his guilt over what he said to Sweetie Belle was eating away at him, soon he was approached by Trixie, Spike & Logan.

"Peter, are you ok? You look kinda down, a bit more than usual", Trixie said.

"Is this about Sweetie Belle?" Spike asked.

Peter sadly nodded, "Yeah...you should have been there, I was such a jerk to her", Peter held a pillow over his head, "I needed to handle that better".

"Quit yer worrying Parker, she'll get over it, once she comes back then you can apologize to her", Logan said.

"If she wants to come back", he tossed the pillow, "I just feel so frustrated over all this".

"You mind telling us exactly why Sweetie Belle bugs you so much?" Spike asked.

Peter sighed, "It's complicated, the only other one who knows what happened is Twilight, but it's a huge regret of mine"

Trixie and Spike sat on each side of Peter. "You can trust us Peter, we're family", Spike said.

"Spike's correct, family is here to help, no matter how bad it seems", Trixie said.

"You also gotta learn to trust yer friends Parker, one thing about you is that you have a hard time letting your friends and family in on your problems. I mean it's good that Twilight knows but having others know can help you", Logan stated.

Peter felt a bit more relieved, "Yeah, you're all right, maybe I should just come clean...but not now...I want everypony to be here".

"Everypony? All our friends?" Spike asked.

"Yeah, tomorrow I make my big reveal, right now I think it's best if we got ready for bed, it's getting late", Peter said.

Trixie nodded, "Right then...we'll gather everypony tomorrow to meet here"

Peter nodded, then heard Twilight calling in a sing-song voice, "Oh Peter! I need a brave handsome knight to rescue me from my urges".

Peter knew what that meant, "If you all don't mind, I have a very beautiful mare to get to", he quickly scurried upstairs to Twilight.

"I swear they constantly act like a couple of horny kids", Wolverine said, much to the discomfort of Spike and Trixie.

Meanwhile at the Everfree forest, Wesker was testing out the new recruits he got, they seemed to do well against the monsters, especially his favorite among them, Laura Kinney, AKA X-23.

A Timberwolf had lunched at her but she quickly moved around and slashed at it, not relenting on her assault. Despite the Timberwolves abilities to re-attach themselves, X-23's quickness was too much for it to handle as she tore it apart.

Shocker also watched, he hated being there honestly but he was needed to take any of them back to the Marvel world if needed.

Vergil approached Wesker, "How are the recruits doing?"

"Gambit and Iceman are fine, but X-23 is a league of her own, she has the speed, the skills, very similar to Jill Valentine, except a lot more efficient, plus those claws help", Wesker said.

Bison also stepped forward, "She also reminds me of The Dolls, specifically Cammy White"

Wesker nodded, "She has potential, but killing these monsters won't be enough, we really need to test her out soon".

"How so?" Vergil asked.

"First thing's first, we need to pay a little visit to Spider-Man and his friends tomorrow, I want to lay my offer on the table, his decision will decide the fate of this world, I just hope he chooses wisely".

Vergil nodded, "Sounds like a good plan...maybe tomorrow I can have my chance of getting that Fluttershy girl to join my side as well"

Wesker grinned, "Right...plus based on the info Vega has given us, I'd say that we have a lot of good ammunition to use against Peter and his friends".

Wesker then got a call from Doom, "What is it Victor?"

"There is a problem here, Interpol and The BSAA have began their infiltration, they're looking for you Wesker".

Wesker groaned, "Chris...Any details I should be aware of? How close are they? Do they have access to this world?"

"Not sure, they do have some form of magic on their side thanks to their recruiting of the mercenaries from the Devils Never Cry business, should Interpol and The BSAA get all the evidence they need, I fear for a full on war that could compromise our plans".

Wesker let out a heavy sigh, "We might need to move fast then, tomorrow I will make my move against Spider-Man, then afterwards we're going to attack one of the Kingdoms, set up a base there, maybe even recruit a few followers, be ready if I need you to send over any other controlled hero, or any villains from your world or mine".

"Will do, hurry up Wesker, and don't screw this up, Doom out!"

Doom had hung up, Wesker slammed his hoof against a tree angrily, knocking the tree over and surprising Shocker. "Wow, strong guy, remind me not to get on his bad side".

"Sounds like my brother and Bison's good friend Chun Li are closer than we feared", Vergil stated.

"This could be an issue, hopefully things will go well tomorrow, we all need to prepare ourselves", Wesker stated.

"And if they don't?"

Wesker turned to Vergil, "I have back-up plans"

Vergil nodded, Wesker turned to Shocker, "I need you to stay with our captives tomorrow, if I need you I will radio you, but don't let them get spotted just yet".

Shocker nodded, "Sure, whatever you say boss".

Wesker called out, "Vega!"

Vega flew to Wesker, "What do you require señor?"

"I need you to find that Lightning Dust pony, and ask that little mare about any other pony that has some sort of grudge with the Elements of Harmony".

Vega made a confident smile, "That should be no problem, I have a date with that girl tomorrow, once I get the info I'll find that other pony".

Vergil cringed, "Must you call it a date? Isn't she a bit younger than you?"

Vega rolled his eyes, "She's a pony, what difference does it make, besides she's a teenager, in like 5 years you won't even notice the age difference".

Vergil sighed, "Whatever you say Vega".

Wesker nodded, "Good, be prepared for tomorrow gentlemen, Parker will get an offer he shouldn't refuse", Wesker's eyes glowed with evil intention.

Author's Note

Wow, looks like Thunderlane has some anger issues.

Offers and Recaps

It was 10:00 A.M. the next day seemed like a great day for Ponyville, Sunny Skies, Perfect Weather, all the colts and fillies out playing.

The colts and fillies played a nice game of kick the ball, one kicked it onto the dirt road, a small filly went to get it when she noticed a shadow cast over her, when she looked up, she encountered Albert Wesker, with his sinister smile, scaring the filly away.

Wesker, Vergil & Bison stood together a moment, observing the town, all the ponies nearby just glanced at the 3 strange ponies, they each gave an uncomfortable aroma.

They simply started their walk through town, passing by all the ponies without a care, they simply wanted to find their destination.

During their walk, several familiar ponies caught sight of the evil trio, including Lyra & Bon Bon.

"Is that them? The ponies that Spider-Mane told us about?" Bon Bon asked.

"I think so, it matches the descriptions", Lyra said, a little suspicious of them.

They had continued to walk, looking for the Golden Oak Library, they had been told about it thanks to Vega's spy work, but needed to find the precise location.

Also noticing the 3 ponies were Derpy, Doctor Hooves & Dinky Do.

"What's going on?" Dinky asked, very nervous at the sight of the villains.

"I don't know, but I think those are the guys that Peter warned us about, they have a scary appeal to them", Derpy said, shuddering a bit.

Doc nodded, "Indeed, very unsettling, best to avoid them".

As they walked, they had also passed by Octavia & Vinyl Scratch.

"Those stallions, could they be...do you think those are the men that challenged Peter, Twilight & their friends?" Octavia asked.

Vinyl shrugged, her guess was as good as any pony's.

Scootaloo also got a good look at the villains, "Those guys look super scary, I hope Peter, Johnny & Logan can take them, and Rainbow Dash too".

Diamond Tiara & her friend Silver Spoon also noticed the group of ponies.

"Wow, they give off such a powerful aroma, like if they're the biggest threats...I kinda like it", Diamond said with an evil smile.

"Think they could be blank flanks like Spider-Mane was when he first came to Equestria?" Silver Spoon said.

"Who cares, with power like theirs they don't need a cutie mark...besides I'm not gonna say anything, that one in the blue coat looks like he's ready to strike down the first pony that looks at him the wrong way", Diamond pointed out, noticing Vergil's angry and unhappy look.

Berry Punch also took note of them, "Well, we're gonna die", she grabbed her bottle of Hard Apple Cider and drank up.

The young gamer colt Button Mash also took sight of them, "Whoa...they look so cool!"

Wesker looked at the colt a moment, very confused at his statement, wondering how some children can be so naïve.

Thunderlane, Rumble, Flitter & Cloudchaser also took note of the evil ponies.

"What's gonna happen?" Rumble asked, pretty concerned at the 3 evil ponies.

"Whatever happens, you can bet it's Spider-Mane's fault", Thunderlane stated.

"Don't start throwing blame around Thunderlane", Flitter warned.

"Hey it's true, you can bet these guys came to this world looking for Spider-Mane, if anything happens we blame him", Thunderlane stated.

Wesker had overheard what Thunderlane said, he could only smirk, "So Peter...you haven't won everyone over it seems".

They had passed by Sugarcube corner, The Cakes and Pinkie looked out the window to see the 3 villains, Pinkie's pupils shrank, "Oh no...it's them".

Once the villains kept going, Pinkie left the Bakery, though said one thing to the Cakes, "Stay indoors, those ponies are dangerous!"

They had also walked by Rarity's Boutique, she looked out her window and gasped in horror, "Those horrible stallions! Are they looking for Peter!?"

Sweetie Belle approached Rarity, "What's wrong?"

Rarity turned to Sweetie, "Go upstairs, don't leave this house!" Rarity ran out the Boutique. Sweetie however peeked her head out to see the commotion, she saw 3 ponies in the distance, "Are those Vega's friends?"

Wesker and his allies kept walking through town, Applejack, who had been selling her apples alongside Apple Bloom & Big Macintosh had also spotted the villains, "Oh no", she turned to her brother, "Get Apple Bloom home ASAP! Don't go anywhere near those ponies!"

Big Mac nodded and grabbed Apple Bloom.

"But Applejack! Ah wanna see the bad guys!" Apple Bloom complained.

"No Apple Bloom! Go home with Big Mac!" Applejack decided to follow the villains as Big Macintosh left with a reluctant Apple Bloom.

Rainbow Dash was flying up above with Johnny when they noticed the villains down below.

"Oh crap, it's them!" Johnny said.

"Should we go give them a whooping?" Rainbow asked.

"Hm...part of me wants to, but another part says to just keep an eye on them for now".

Rainbow nodded and flew down with Johnny, though staying up enough to watch the villains.

The villains had then found The Golden Oaks Library and stood before it, their goals approaching.

"That must be it...weird, you'd think a princess would live in a castle, not some big tree", Wesker stated, the other villains nodding in agreement. "Kinda of a dull place for a princess and her superhero prince", Vergil added. "What a waste", Bison stated.

The villains heard some footsteps and turned around to find Pinkie, Rarity, Applejack, Rainbow & Johnny glaring at them. Wesker grinned, "Come to watch the show little ponies?"

"We're here to watch Peter kick your flank!" Rainbow shouted. Wesker chuckled a bit and just turned away to knock on the door.

Trixie had answered the door, "Yes?" she noticed Wesker and freaked out, "Oh no..."

Wesker grinned, "Oh yes..."

Trixie started to sweat, "Why are you here? What do you want?"

"I'm here to speak to Peter & Twilight, would you mind fetching them for me my dear?" Wesker had flashed a confident smile that sent chills down Trixie's spine.

"Peter! Twilight!" Trixie felt really nervous, Wesker had an aroma that bugged her to no end, she could see the evil in his eyes, even through his sunglasses. Wesker sensed her fear, he relished it, the idea of anyone, regardless of the species would cower in fear before him is always so satisfying.

Twilight was the first to arrive, "Trixie, what's wrong?" as she approached, she noticed Wesker at the door, sending a chill down her spine, "Oh no...it's you!"

"Princess Twilight, pleasure to meet you again".

Twilight simply glared, "Peter! Hurry! We got trouble!"

Peter came over, "What's going on? I feel my spider sense is going-" he noticed Wesker at the door, "You!"

"Peter, it's great to see you", Wesker said with a sinister smile.

As Peter glared, Mayday had trotted beside him and noticed Wesker, "Who's that daddy?"

Wesker noticed Mayday, "Oh my, who do we have here? Such an adorable little girl"

Peter stood before Mayday, "Don't get any funny ideas!"

Wesker put his hoof up defensively, "Easy there Peter, I have no desire for that little filly, I'll leave that to Vega".

"HEY!" Twilight shouted, she looked furious, Wesker simply chuckled.

"Easy my dear, I merely wish to talk, may I come inside a moment?"

Twilight looked a bit unsure, as did Peter, neither of them trusted Wesker, but they decided to play it safe, if he looked like he was gonna try anything, they would just deal with him right then and there.

"Is it just you?" Twilight asked.

"My allies are outside, but they can wait".

Twilight gave an unconvinced stare, "Logan, come here please!"

Logan came down and noticed Wesker, "I knew something odd was here".

"Go outside please, make sure Wesker's friends stay out of trouble", Twilight asked.

Logan smirked, "My pleasure", he trotted past Wesker and glared, "You do anything to them, I'll rip you to pieces".

Wesker simply glared, "You fail to intimidate me".

Logan aimed a claw at Wesker, "Listen bub!"

Trixie then nudged Logan, "Come on, let's not cause any trouble, Spike please come!"

Spike followed after, though shivered at close range to Wesker, he can feel his cold heart.

Wesker looked to Peter and Twilight, "I have a proposition for you both".

Both Peter & Twilight simply glared as Wesker spoke his proposition, "You two fascinate me, especially you Peter, you are probably the greatest hero in at least 3 worlds, you have clearly surpassed everyone in your world, you are far superior than the so called heroes in my world, I bet you are the strongest here, aside from your lovely princess there".

Twilight gave Wesker a bit of a dirty look, Peter stepped forward, "Where are you going with this Albert?"

"Peter, I feel like you are wasting your talent and potential, you are capable of so much more than just being a tool for the public"

Peter raised his eyebrow, "A tool?"

"Yes...you see Peter, you have a great gift, however you don't use your gift to it's full potential, someone of your power should be ruling, why limit yourself to protecting those who can't even protect themselves? Survival of the fittest is the theory of Evolution, we are evolution, it's adapt or perish, if you don't adapt to the proper environment, you're going to perish, which is why I ask that you join me Peter"

Peter looked surprised, "You want me to join you?"

"Not just you, your wife can join too", Wesker focused on Twilight, "Princess Twilight Sparkle, you yourself are a very powerful being, I heard rumors that your intelligence is quite remarkable, if that's true then I implore you join me, I think you and your husband can do so much together"

Twilight looked surprised as well, "You want me and Peter to take YOUR side?"

Wesker nodded, "You two can be more than just a Princess and her Superhero Knight, you two can be a King and Queen, you can both be my pupils, my apprentices, it's quite an offer I'm sure you don't want to pass up"

Peter scowled, "You can't be serious Wesker, what makes you think I would ever join you?"

Wesker simply smirked, "It seems sudden, perhaps we can discuss it more later, for now, I'll give you some time to think about my offer", Wesker turned to the door, "I'll let myself out, no need to trouble yourself".

As Wesker walked out, Peter called to him, "When will you come back?"

Wesker turned around, "I'm pretty sure you'll be the one finding me, try not to take to long thinking about this Peter", Wesker walked out the door.

Twilight turned to Peter, "You're not seriously considering this are you?"

Peter shook his head, "Absolutely not, but I can't help but wonder what he meant by we'll find him...that has me a bit worried".

Twilight nodded, "Yeah...what should we do?"

Peter gestured his head, "Let's keep an eye on him, but try not to engage in a fight, we could endanger other ponies", the two then followed Wesker.

A bit prior to Wesker leaving the house, Vergil had engaged the others in a chat, "Where is your friend Fluttershy? Why isn't she here?"

"Fluttershy's back home with her animal friends", Rainbow said stated with some attitude.

Vergil glared, "Shame, I'd rather see her than any of you"

Wolverine approached Vergil somewhat menacingly, "Stay the hell away from that girl, she don't need someone like you"

Vergil snarled a bit, then noticed some other ponies arrive, it was Derpy, Doctor, Lyra, Bon Bon, Octavia, Vinyl & Thunderlane.

"Who are these creatures?" Vergil asked, pointing to the background ponies, all of whom were just staring.

Lyra, Bon Bon, Derpy & Octavia looked a bit frightened by their appearance, but Doctor, Thunderlane & Vinyl Scratch simply glared at the villains, Vergil did not appreciate that much.

"First off, we are ponies, like everyone else, second why are you even in our world? What are you planning?" Doctor asked.

"That's none of your concern, just number your days, your freedom is at an end, once we decide the fate of Spider-Mane and his lovely wife is also the day that you all fall by our hands", Bison stated.

Thunderlane groaned, "So all you want is Spider-Mane? Just take him and leave this world, what can we offer you?" That comment got Thunderlane a strict glare from the other ponies.

"How can you say that! That's really selfish of you!" Applejack said. "Don't be such a big meanie!" Pinkie said. "When this is done I'm making you do 100 laps around the city for that comment!" Rainbow warned.

Thunderlane rolled his eyes, "Didn't mean to upset his little harem", that comment caused all the ponies except Rarity & Doctor to surround him and chew him out, some threatening physical violence, others just lecturing, in Pinkie's case she threatened to blacklist him from her parties.

Doctor approached Rarity, "He doesn't seem to be a big fan of Spider-Mane does he?" Rarity shook her head, "No, he has told me a lot about how much he seems to not like Peter, though he did mention that you also have some uncertainties yourself".

Doctor nodded, "Nothing personal, I just worry that Derpy can be a little...fascinated, I would like her to be fascinated with me, but that doesn't mean I want anything bad to happen to Spider-Mane, he saved both his world and ours many times, perhaps I just feel a bit envious".

"That's perfectly normal Doc, it's sweet that you care for Derpy, it's also nice how you care for her little filly".

Meanwhile Vergil is enjoying this, as is Bison.

"Looks like one pony can't stand Spider-Man", Vergil said. Bison nodded, "Indeed, very outspoken he is, perhaps we can recruit him as a follower".

"Not sure about that, even if he hates Spider-man, it doesn't mean he'll be on our side, I've seen this happen before, if anything he might wanna try to take us down himself", Vergil explained.

Bison smiled at that though, "But if he gets hurt, Spider-man will just blame himself, adding to his self-loathing, and once he's picked apart mentally, we can finish him physically".

"That's if Wesker gives the order", Vergil said, still annoyed he hasn't had the order yet.

Wesker had then gone outside and passed by his allies, "Let's go". Vergil looked confused, "What about Spider-man?" Wesker turned to Vergil and smirked, "He's thinking about my offer, soon he will decide whether he'll join us or fall to us".

That news surprised all the ponies nearby, Wesker had offered Spider-Mane to join him? Vergil hated this, he wants to just get Spider-man out the way, he hopes that Wesker isn't being too overconfident like he has a tendency to be. Nonetheless, he followed Wesker along with Bison, though as they walked, they had passed by Fluttershy, who went to see what the commotion was. Vergil had spotted Fluttershy and smiled to her.

"Hello Fluttershy, it's quite lovely to see you". This made Fluttershy a bit nervous, Vergil has taken a strange liking to her.

"Oh um...hi Vergil...I just wanted to see what was happening, all the ponies looked scared", Fluttershy explained.

"Don't worry, nothing bad has happened, just Wesker proposing a deal to Spider-man, or Spider-mane as you call him, but my proposal still stands".

Fluttershy blushed, "Um, you're very handsome, but I'm just not sure about it".

Vergil simply smirked, making Fluttershy even more uncomfortable, what was he up to?

"Fluttershy, this world's gonna become a Wasteland, if you wish to survive, I hope you make the right choice, when Parker goes to look for Wesker, join him and look for me, give me your definite answer then", Vergil explained.

Vergil heard some hoofsteps and turned around to see Logan, who was glaring a hole through him, Vergil gave Logan a dirty stare and walked off, "Filthy animal".

Logan wanted to kill Vergil but picking a fight now could endanger the town, so long as the villains didn't make the first move then they can avoid potential damage to Ponyville, he doesn't want it to be a victim like New York City usually was if he didn't have to.

Logan simply approached Fluttershy, "Let's go", he escorted her to Peter & Twilight's place, the ponies there were still giving Thunderlane a hard time over his comments, "Alright that's enough, Mohawk there gets the picture".

Thunderlane glared, "I have a name dude".

"Like I give a damn what your name is, now get the hell out of my sight you ungrateful little shit!" Logan shouted.

Thunderlane looked pretty annoyed that Logan spoke to him like that, then he turned to Peter, "You better not screw this world over Parker", he then flew away, leaving Peter exasperated.

"Great, just what I need, another hater".

Johnny looked annoyed too, "Yeah that's nice, I hook up his little bro and he acts like this? Wouldn't be surprised if Rumble and Sweetie don't last much longer".

"It's probably not anyway, Sweetie kissed Peter yesterday, I don't think she's interested in Rumble, Thunderlane likely knows that, another reason for his bad attitude", Twilight said.

Johnny chuckled, "Wow, she kissed you Peter? What happened after that?"

Peter rubbed his head, "I lost my patience and yelled at her, I even shoved her away and told her to go home".

Rarity's eyes widened, "You shoved my sister!? I knew you yelled at her but action was uncalled for!"

The background ponies sensed the tension and started whistling as they walked off, the elements wanted to leave too but as friends to Peter & Rarity they had to stick around for this.

"I'm sorry Rarity, I don't know what came over me!" Peter said.

"Seriously bro, you've never been that stressed out, not even to Felicia, and she flirted with you all the time", Johnny said, earning an annoyed glare from Peter, "You're not helping".

Rarity sighed, "Well hopefully soon you can give my sister an apology, I don't know what possessed you to do what you did, even if she did kiss you".

"I can show you, I want to show you all something, it would explain why I've been acting strange, plus I wanna show Johnny & Logan some stuff too".

This peeked their curiosity, "What is it Peter?" Applejack asked.

"Meet here later today, sometime after lunch, bring your sisters if you'd like, it's time I came clean", Peter said.

The ponies nodded and walked off to their homes, they did drop some stuff to follow the villains, plus Applejack & Rarity needed to comfort their sisters.

Rarity had gone home and Sweetie Belle approached her, "Is everything safe?"

"Yes, now later on we're going to see Peter, he has something to show us", Rarity explained.

Sweetie was curious, "When are we going?"

"A little later, maybe 12:30, after we each lunch"

"Ok...I have to go somewhere around 12, it'll be quick, just meeting a friend"

Rarity raised her eyebrow, "A friend? Who?"

Sweetie looked around, "Uh...just some new pony...Rumble will be there too".

Rarity looked a little unsure, "Fine, but I'm gonna be asking Rumble later, you better not be doing something you shouldn't be doing".

"I'm fine Rarity, don't worry", Sweetie said in a false assurance.

Rarity looked a little unsure, "Just be careful"

Sweetie nodded and went to her room to plan, Rarity couldn't shake that feeling that Sweetie was up to something.

Later on Sweetie Belle met with Vega, though not before passing by Rumble's place and telling him to cover for her, say that he was with her and just meeting someone new, Rumble reluctantly agreed. Vega was sitting back against a rock, with Sweetie sitting back against his stomach as he stroked her mane. Vega enjoyed the smooth skin on Sweetie Belle, and her flowing mane, something about her was delectable.

"I can't be here too long, I have to be somewhere soon", Sweetie said. Vega simply continued stroking her mane, "Where may I ask?"

"We're going to Peter's place, he's gonna show us some stuff, not sure what though...I think your friends went through town today".

"Yeah, just talking business with your friends, but don't worry, I have to go somewhere soon as well, gonna try to help a pony that really needs it", Vega explained.

"Aw, that's sweet of you", she turned around to face him, "I don't know why everypony says you're bad, you seem pretty nice, your friends must also be a little nice if they didn't try to hurt anypony today".

"We're just misunderstood, it happens", he rubbed her mane some more, "As long as I have pretty ponies like you, it's all good".

Sweetie blushed, "Am I the prettiest pony?" Vega nodded, "Yes, the other ponies look nice, but you are very beautiful, you'll be even more beautiful once you get older".

Sweetie blushed a bit, "Thanks...you're the sweetest stallion ever".

She then hugged him close, he returned the hug and kissed her head. He started stroking her mane again, with an even more sinister smile. He wants an Oscar for his performance.

Later on Sweetie and Vega had parted ways to do what they need to do, Sweetie joined with Rarity and went to the Golden Oaks Library with the rest of The Elements and the Crusaders.

Peter had brought out the crystal memory ball as all the ponies gathered around, "Ok, this crystal ball can download my memories so you all can see my past, now Johnny & Logan, I'm about to show you both all the trials I've gone through since arriving here, then you're all gonna see where I went after that explosion".

The ponies nodded, Johnny grabbed some popcorn, "Movie night!"

Pinkie and Rainbow Dash sat next to him and grabbed some popcorn.

"I love movie night!" Pinkie shouted, then got a high hoof from Johnny.

Twilight rolled her eyes, "So immature".

"Can we keep it down everypony? Mayday's taking a nap and I don't want her to wake up", Peter asked.

"No prob Pete, just play the memories already, getting bored", Johnny said.

Peter rolled his eyes and grabbed the crystal ball, the memory bank started with him first arriving in Equestria, then battling the giant dragon before it left and he transformed into a pony.

"Whoa, fighting a dragon right off the bat, awesome", Johnny said as he munched the popcorn.

Pinkie nodding in agreement, "It was super scary".

Rainbow scoffed, "it wasn;t that scary", she looked at the ball and saw herself get rescued, "I swear I had it under control".

Johnny grinned to her, he knows she's just saying that but he respects her wanting to protect her reputation.

Logan took note of Applejack saving Peter from drowning, "Looks like AJ played hero that day too".

Applejack nodded, "It was nothing, he would have done the same for me."

While watching Johnny noticed something, "Wait, where's Twilight's wings?"

"Didn't have them yet, just keep watching and you'll understand", Twilight explained.

Johnny then saw Peter transform into a pony, "And so it begins...The life of Pony Peter".

They continued to him meeting Celestia and his explanation of his past, including not being able to go back home, then he revealed his identity as Peter Pony Parker.

Johnny stifled a laugh, "Peter Pony Parker?"

Twilight glared, "Be quiet will you?"

Then came the brief rivalry he had with Rainbow Dash over who the real hero is. Johnny patted Rainbow's back, "Hey you're still awesome in my book, Skittles", Johnny chuckled a bit.

This earned a blush from Rainbow, though she turned away so no one would see it, she had a reputation to keep, "Thanks Johnny."

They also encountered the Crusaders stuff, Johnny laughed at that, "Wow, Peter was a Cutie Mark Crusader?"

"He was also like mah big brother, he even adopted me as his little sister", Apple Bloom said.

"Wow, wait your Big Brother didn't mind?" Johnny asked.

Apple Bloom shook her head, "No, he's ok with it".

Then they see the Hydra stuff and the Zecora situation, followed by Peter getting to know Applejack more, plus the unintended revelation of Gwen Stacy's death, this earned a sad look from Johnny, he knew how important Gwen was to Peter and hated seeing him this upset.

Then the Gala stuff, "Wait, Wingboner?" he turned around to his wings, "Is that why they extended when I saw all those bare backsides on all the mares?"

Twilight threw a pillow at him, "Shut up!".

Johnny groaned and continued watching, including meeting Luna, "She speaks so freaken loud though". The others glared at him for that comment. Johnny then saw Twilight and Peter's dance, "Oh, romantic", he said in a mock tone. Then he saw Trixie's arrival and her blackmail, "Wow, pretty dick move there Trixie".

Trixie glared at Johnny for that, "I was in a different place at the time!"

Logan patted Trixie's back, "Happens to the best of us". Trixie appreciated Logan's reassurance.

They all watched as Spitfire challenged Peter to a race around Manehatten, "Wait, Manehatten? Seriously?" Johnny asked.

Logan seemed interested, "This should be good".

Rainbow Dash nodded, "It's gonna be awesome, just watch".

"Probably almost as good as my races with Peter through Queens and Manhattan", Johnny stated.

They then saw the kiss that Twilight & Peter shared for the first time, "So Twilight took initiative, makes sense", Johnny said.

Applejack nodded in approval, "Just like ah said she should".

Sweetie looked unhappy, she wondered what if she had gone in sooner. After that there was the Manehatten race with Spitfire, "Gotta say, that pony has an awesome looking mane", Johnny turned to Rainbow Dash, "Yo Rainbow you're fast, how come you're not in The Wonderbolts?"

Rainbow shrugged, "Not sure, I've been trying to get in, no luck".

Johnny looked confused, why don't they want her? If he met them he'd like to have a word with them on that, he continued to watch and saw the destruction in the city, plus Peter's coma, "Holy shit, Peter's survival skills always amaze me".

"Hey you survived The Negative Zone", Logan pointed out.

Johnny grinned, "Right, I did."

"By luck though", Logan added, annoying Johnny.

Johnny also saw Cadance, "Whoa, pink pony princess, total stereotype", which earned him a few glares.

"Johnny must you comment on everything? Logan at least stays quiet for the most part", Twilight complained.

"Hey, I'm just a vocal guy", Johnny explained.

He then saw the love confession between Peter and Twilight and made kissy noises, only to have another pillow thrown at him, "Knock it off!".

Logan seemed to like it though, the way Peter poured his heart out, he's no sucker for sappy stuff but it's nice to see happiness for a change.

Johnny looked creeped when he saw Discord for the first time, "Holy shit that's one creepy SOB", then listened to Discord's explanation, "So he as there during that crap? Or sorta there?"

Logan snarled, he remembered the stuff that Goblin put the city through while Peter was gone.

They continued watching, Johnny got an understanding of what Peter needed to do, "Wow, quite a goal", then he watched Peter first meeting Twilight's parents, "That's your mom? Hot damn she looks fine for her age".

Twilight angrily approached Johnny and hit him hard, "Shut up!"

Johnny rubbed his arm, "Quiet, your daughter's asl-OW!" she had hit him again, causing him to keep his mouth shut.

He also noticed Lyra's crazy obsession, "Damn that mare's crazy".

He then saw Peter's battle with King Sombra, "Wow, and I thought Dormammu was creepy, I hate to see that King Sombra dude".

"Wow, didn't realize Peter's battle was that deadly", Applejack said.

Rainbow Dash nodded, "This furthers my respect for Peter, the fact that he can handle King Sombra like that".

"I gotta admit though Twilight, your brother seems really gullible", Logan simply stated, earning a sigh from Twilight.

"Sometimes..."

Johnny looked annoyed, "Hey if I said that you would have hit me, why can Logan-OW!"

"Shut up!", Twilight said in a loud whisper.

Johnny rubbed his arm and kept watching, he saw Twilight with wings and heard her new status, "So you become a princess, you get wings...Peter should look into that, Princess Peter Parker, he can finally have wings".

Twilight growled a bit, "You just don't ever shut your mouth, do you?"

"Not really", that earned him another punch from Twilight.

He then saw Peter's battle with Luna, then Celestia, "Those princess chicks are tough, though my boy Peter's tougher".

He then saw the part where they first looked into the Crystal Ball, "Um...this seems weird, we're watching you watching this...weird".

Applejack noticed the parts she missed, "Wow, Gwen Stacy does look a lot like me...Oh my!" she had seen the death of Gwen Stacy, "That's so weird, it's almost like watching myself die...poor Peter, that explains why he was so protective of me, gotta give him a nice Apple Pie after this, and a strong loving hug."

Gwen's death caused Johnny to cringe a little, "Normal Osborn's a real bastard, glad he's gone".

The Crusaders also got a nice look into his past, they too felt bad for his uncle and Gwen, though Sweetie was frightened by the Venom part. "That's a creepy guy, scarier than Nightmare Moon", Sweetie said.

They then watched Peter talk to Applejack as she explained her past, Johnny looked to AJ, "Sorry about your parents, I know that pain, I lost my parents when I was young too, that's why my sister had to raise me, kinda like you had to raise yours".

Applejack nodded, "Thanks Johnny, glad you can be civil when it matters most, really appreciate that".

Logan also pitied Applejack, he feels he shouldn't blame herself, she was only a filly, he cursed the Everfree Forest for that.

Soon they saw the crowning of Peter Parker as a Prince, Johnny felt some pride, "My boy Peter, a prince...with awesome jokes". Trixie failed to see the humor in Peter's jokes, nonetheless they continued watching.

Then came the first time that Peter and Twilight were about to...

"Fast forward, fast forward, FAST FORWARD!" Johnny shouted, shielding his eyes, the others doing the same, even the Crusaders, though Sweetie looked curious but jealous.

"When did ah become old enough to see this!?" Apple Bloom complained.

"Dammit Peter, why remember that?" Twilight asked.

"Because he loves you Twilight, obviously your first time with him means a lot", Trixie said.

"Still didn't need to see that...then again Twilight doesn't look so-", one glare from Twilight shut Johnny up, "Never mind".

Soon came the rematch with Spitfire, "Whoa, she's all military like, she can probably outdo Nick Fury", Johnny said.

They also saw small things, like Peter's kindness to Derpy, "That chick looks way to young to be the mother to that filly", Johnny said. Then they saw Peter's kindness to Sweetie Belle, "Hey she's a good singer...even if she has a bad attitude", Johnny said.

"Oh buzz off", Sweetie said. Johnny glared a moment, then moved forward as if he wanted to beat her down though the others grabbed him and made sure he didn't, though Sweetie had backed away a little.

"Sleep with one eye open kid", Johnny warned, Sweetie made a mental note to tell Vega about this.

He then saw the situation with Babs Seed, "Wow, Peter playing psychiatrist...I like that girl's accent, it just screams New York". Then Peter's kindness to Zecora, "I gotta say...she doesn't look that cute, weird hair".

"Shut up Johnny!" Twilight shouted, much to Johnny's annoyance.

He also saw the game night with Cadance and Shining Armor, "Who knew a princess could be a drunk", he then saw drunk Twilight, "Twilight, you're an alcoholic".

Twilight hit Johnny again, "Dammit I said shut up!"

"I realize you've also done that to Peter a lot too, you're a very violent, and my name's not 'Dammit', AH-", he put his hooves up defensively when Twilight threatened to hit him again. Johnny muttered, "What's the difference between what Twilight does and what Hank Pym does anyway?"

Logan heard that and muttered to Johnny, "Don't compare them...ever". Johnny reluctantly nodded.

Then came the part where they went to Earth to pursue Sunset Shimmer, "Wow Twilight, you look different as a human, kinda cute actually".

"Save it", Twilight stated.

They saw the stuff with Strange, then the encounter with Logan and The Avengers, "Logan, you're there!"

Logan simply watched himself on the orb, he remembered that war all too well.

Then came the fight with The Hulk, then Peter explaining Twilight to Fury and The Avengers, "Figures Stark would react like that", Johnny said, in reference to Stark laughing at the idea of Peter dating Twilight, then came the stuff with Aunt May, Luna's arrival in that world, Black Cat joining them, and the situation with King Sombra's return, "He looks like an anime character."

The ponies were confused as to what that meant, they simply kept watching, then came Twilight & Peter's talk afterwards until...

"For God's sake, not again!" Johnny complained, the ponies once again shielded their eyes.

"That's how our daughter got conceived", Twilight pointed out.

Spike looked a bit weirded out, "So that's what you two did? You were both so loud."

Logan chuckled, "Now you know kid."

Johnny looked again, "Then again, Twilight's got a fine looking-".

Twilight shot a glare, "You're one word away from getting kicked in a place you don't wanna get kicked Johnny Storm!"

Johnny's eyes widened, "You're really scary sometimes".

Twilight glared, "That's the idea Storm".

They also took notice of Twilight's Amethyst Witch attire, "Wow, nice look for you Twilight", Rarity said.

Twilight nodded, "Thanks Rarity".

They also saw the situation with Twilight and Felicia. "Wow, all they need is a mud pit and some really tiny bikinis and we can sell so many-"

Twilight angrily approached Johnny, causing him to scurry away a moment. She went back to her seat after a moment, Johnny went back to his spot, a little afraid of Twilight and muttered, "You're butt's a little fat by the way".

Twilight heard part of that and so desperately wanted to hurt him, but Trixie managed to calm her down a bit, "It's not worth it Twilight, let it go".

Rainbow chuckled from the Felcia Hardy moment, "Wow, such a flirt".

They also saw Sunset Shimmer reform, Trixie seemed happy from that, "Nice to see Peter has helped another, Sunset Shimmer wasn't so bad once you got to know her".

"She's got awesome hair", Johnny pointed out.

Then came the battle with The new Sinister Six, "Wow, Deadpool leading the Sinister Six, that must have been annoying as hell", Johnny said, he then noticed how aggressive Luna was, "Whoa, she having her period or something?"

Logan glared a moment, the other ponies didn't get the joke but assumed he was being stupid again. Johnny paid close attention to the fight with Spider-Man and Deadpool, "That dude's so weird".

"I like him, I've always been a fan of Deadpool, we're so much alike!" Pinkie said.

Everypony was confused, how do Deadpool and Pinkie Pie know each other?

"Still...oh snap Pete took a shot at Ryu and Chun Li", Johnny referring to Peter saying how calling out your move names is lame, then came the end of the battle and seeing the crippled Eddie Brock.

"Oh shit, almost feel sorry for him", then came the reveal that Luna had the symbiote, "Freaky", he then saw how she reacted to the news that Twilight's pregnant, "Jealous much?" he then saw Peter's death and his breath took a shortage, "Seriously, what's with this freaken chick! He doesn't love you!" He crossed his arms a bit, and watched as Twilight revived Peter, "Wow, gotta admit Twilight, you did good there".

Twilight nodded, Johnny then groaned, "Why wasn't I there? I should have been there to help"

"You had to help the others, your sister needed you to help keep her son safe after all", Logan explained.

"Yeah...but still...I should have been there, I felt so awful knowing I had missed out on seeing Peter again", Johnny said, Rainbow then patted his back, "Hey, it worked out at least, you're here".

Pinkie patted Johnny, "You're such a good friend, even if you do make everypony angry".

Johnny looked confused, then smiled at that a little. He then saw Luna's love confession, "She better be over this crush on Peter, don't need another Sweetie Belle situation". Sweetie glared at Johnny for that comment.

Soon came the Endgame stuff, "Whoa, that DOES look like a Lightsaber, maybe he is a Jedi", Johnny said, referring to Peter's sword, causing a groan from Twilight. Johnny then noticed the Ends of the World Armor, "Oh, that badass looking armor, maybe use that to kick the asses of those Capcom villains".

The battle with the Avengers entertained, then came the Goblin's revelation of Gwen's death, that caused Johnny to grit his teeth, "That son of a bitch, you don't mess with a guy's girl!"

He then saw how Peter became Nightmare Spider, that brought back scary memories for Fluttershy, Johnny also looked freaked out, "Damn...never make Peter angry, even Hulk has nothing on that". Logan nodded, Peter's anger has always been a source of concern for others, as Nick Fury said, he was dangerously close to becoming the next great villain.

He saw how Peter nearly killed Goblin, then Twilight stopped Peter, then she herself impaled Goblin, "Damn Twilight...at least Goblin's been dealt with".

Rainbow pumped her hoof, "Go Twilight!"

Johnny saw the dust settle and everyone go back home, but he also saw how Peter's reputation was affected and Twilight's reaction, "I don't blame Twilight, there was no reason for those ponies to be ungrateful".

"You can bet that Mohawk guy is among those ponies that think that", Logan pointed out.

Fast forward to Peter's life in Equestria, including Peter asking for blessings to marry Twilight, then the actual proposal, "Pete's such a romantic dimwit, but it's all cool", Johnny said, once again to the annoyance of her friends, Twilight is ready to banish him and throw him in a dungeon in the place that she banished him to.

Then came the situation with Black Cat, "She hasn't changed much is seems", then the date night, "Purple Lipstick? Weird".

Twilight glared, shutting Johnny up, then came the situation with Trixie in the winter and her big reveal, "Wow...I'm sorry to hear you've gone through that Trixie", Johnny said.

Logan turned to her, "Hell of a burden, but you shouldn't blame yourself for what happened with your parents, they did love you at least".

Trixie nodded, "Thanks Logan, you too Johnny". The other ponies gave their sympathies too, Trixie appreciated that as well.

Then Johnny saw the Yeti, "Whoa! Where's Yukon Cornelius when you need him?" He then realized, "Hey wait, when was Twilight gonna bring this up?"

Twilight glared, "Johnny...!" Johnny put his hooves up defensively, "Back off!"

Twilight let it brush off. Johnny then saw the stuff with the Ursa Minor, "A giant bear...? Yeah sure...why not", he then muttered, "Weird".

Then came the day that Twilight gave birth, and the marriage, such a nice ceremony. "Looks like you finally got that Happily Ever After Pete", Johnny said.

Then came the part Peter wanted to discuss, the day he went to The Future.

First they saw Peter doing some experiemnts, "Wow, very nerdy Pete,", Johnny said, causing him to get hit again by Twilight, "Why won't you shut up!?"

Johnny rubbed his arm as he glared angrily at Twilight. Then came the explosion that sent Peter to the future.

"Whoa, so glad Peter was alright from that", Applejack said.

"What a desolate future", Fluttershy said, observing the Ponyville Wasteland.

They then saw the changelings and Pinkie Pie, the swordspony.

"Is that...me? Wow I look so...unhappy", Pinkie stated.

"You look like Deathstroke", Johnny pointed out.

They heard Pinkie's story about the deaths of the others, including Twilight.

"I can hear his heart break", Apple Bloom said.

Logan nodded, "Poor Pete".

Then came the adult Sweetie Belle, latex and all.

"Wow...is that me? I look so...sexy", Sweetie said, earning an awkward glance from the other ponies, Sweetie wished Vega was here to see this.

"Damn, she looks so familiar...", Johnny said.

"Yeah, she's dressed like Felicia Hardy", Logan said.

"Actually I was gonna say that pro wrestler Seth Rollins but yeah she almost looks like Felicia", Johnny said, earing a confused glance from Logan, "How does she look like that guy?"

"The suit, the two toned hair, the fact that she's leading a group of rebels, stuff like that", Johnny said, earning a facehoof from Logan.

They then noticed Applejack and Rainbow Dash.

"Wow, is that me? I look good for mah age" Applejack stated.

"I'll say", Johnny said, offering a smirk to Applejack.

"In your dreams lover boy", Applejack said.

"My wing's metal...cool", Rainbow pointed out.

They noticed the fight between them, Apple Bloom cringed, "Wait...I'm dead in that world? And Rainbow Dash used that to insult mah sister!?" she then glared angrily at Rainbow Dash, who looked away awkwardly, Johnny looked a little displeased.

"Gotta agree with Apple Bloom on that, I mean I know that's not you but I hope you never actually say something like that, if my sister died I'd be pretty pissed if someone used that against me".

Rainbow felt pretty heelish, "I apologize for what my future counterpart says".

Johnny patted her back, "Good on you Dash". Then they saw how Peter got them on the same side, then came the castle raid.

"Dude, it's like The Fast and The Furious", Johnny said.

"Wow, Gilda and Spitfire under Chrysalis's control", Rainbow said.

They then saw the stuff with Luna, then Dinky, then the mind controlled Trixie.

"Is that me, what happened to me?" Trixie asked.

"That'll never happen to you Trixie, we'll make sure of it", Twilight said.

Then came the death of Trixie, which made her cringe, to see herself die was such a shock. Then came the death of Dinky, which surprised everyone.

"Peter went through so much, poor guy", Applejack said. "Not good for his mental psyche", Logan pointed out.

Then came the part where Sweetie was trying to cheer up Peter after the despair he went through. Then the part where she started kissing him.

This caused some discomfort from the other ponies, then the next moment made their jaw drop. The moment where Peter slept with Future Sweetie Belle.

Twilight hated seeing this again, some other mare with her husband, it's a travesty, but she doesn't blame Peter, she knows better. Trixie blushed at that, Spike too, they now understood Peter's discomfort.

Pinkie also looked away, not believing what she saw, to think Peter had done something like that. Applejack looked disappointed on seeing that as well, Fluttershy felt her wings extend, she quickly backed away so no one saw.

Logan also sensed the shame, Rainbow Dash was surprised herself, Johnny just glared all confused, he couldn't believe what he saw, he even glanced to Sweetie Belle on occasion, now knowing what Peter meant the other day, he was totally speechless.

Apple Bloom and Scootaloo also looked away, they don't want seeing their friend like this, Sweetie however couldn't take her eyes away, there she was, in the future, in the position she's always wanted, she can't believe that on a technicality, Peter was with a form of her. Rarity wasn't pleased to see this, seeing her sister sleep with Peter, it brought her some anger.

One thing they all noticed was that Peter, despite being with Sweetie, had been talking about Twilight, even images of Twilight had flashed as if she were still on Peter's mind, it was then they realized that Peter, despite being with Sweetie, was mentally imagining Twilight.

Soon whatever shame or disappointment the ponies had to Peter or Sweetie Belle faded, they understood why he felt so freaked, though Sweetie Belle and Rarity weren't pleased to see this.

The next morning, they saw Peter's reaction, his look of despair and realization of what he did, most understood what happened, they instead now pitied him.

Sweetie saw why Peter avoided her, and she's disappointed that he truly didn't love her if he didn't even sexually want her, having to pretend it's another mare, Rarity felt like Peter used her sister, she can't believe Peter did that.

When Sweetie tried to explain, Peter cut her off with a cold voice and simply went to find The Ursa to challenge Chrysalis, which caused a shudder from the ponies, Peter was mad now. They realized he felt terrible.

Then came the final battle against Chrysalis. During the battle Rainbow & Applejack cringed at their own deaths, Pinkie also cringed to see her fatal wound and they watched as Peter demolished Chrysalis and she was eventually finished, and Peter went back to his time.

They then saw how Peter confessed to Twilight and her forgiveness, which Rarity could not understand, then the part where they decided to have another child, move on and prevent the war from happening, through peace.

"Peace...lame", Johnny said, earning a glare from the others.

Then the images ended, they were all caught up and Peter let go, shaking his head, "Man that's so rough on my mind"

He looked around to see the reactions of his friends, much to his surprise they didn't seem too mad, "Did you see the future stuff? Or did I not bring it up in the crystal ball?"

"We saw everything Pete, from your first arrival here to that future ", Johnny said.

"So no one's mad about what happened with me and Sweetie Belle?" Peter asked.

The ponies exchanged glances, Applejack spoke first, "It was weird to see, but at the same time, you went through so much, we can see why Twilight forgave you, you weren't in yer right state of mind".

"Yeah, you have a very fragile psyche, so we don't fully blame you", Rainbow plainly put.

"Plus it may have helped you snap out of your despair, besides we know you would never do something like that", Logan said.

"I agree, try not to let that happen again, we can forgive a first mistake of that caliber", Trixie said.

"Why do you think I get paranoid around Sweetie Belle, all I can think of is that mistake", Peter said, then found himself in a group hug, sans Rarity, Sweetie Belle and Logan.

"We know you won't do it again though, we can feel the sadness you went through, rest assure none of us hold this against you", Fluttershy said.

Peter nodded, then left the hug and approached Sweetie Belle, "Now you know, I'm sorry for treating you badly, you didn't do anything, another version of you did, I shouldn't blame you for what she did, I'm so sorry for yelling at you, you really are a great friend, but that's all I want, to be your friend...can we just be friends?"

Sweetie felt conflicted, she now knows Peter could never love her, but maybe this is a nice relief, she can focus on Vega, though the hurt was still there, love does not transfer from one to another, she nodded and spoke, "It's ok I guess"

Peter then hugged Sweetie Belle, the current Sweetie Belle, the future one gone from his mind for the time being.

Rarity simply got up, "Well that was fun, let's go Sweetie Belle".

Sweetie nodded, Peter turned to Rarity, "So...everything's ok right?"

Rarity nodded, "Sure thing, now I must go, come on Sweetie".

The two then trotted off, soon everypony else decided to leave, before Johnny left he went to Peter, "You've been through a lot, you're a great hero, but if I learned something from what I watched, it's that you need to utilize your greatest asset, you're friends, those girls are here to help you, and now me and Logan are, when it comes to Wesker we're all in this, you got a hell of a wife if she can forgive your mistakes, she loves you that much, you gotta let her in more".

Peter nodded, "Thanks Johnny...any reason your arm is so bruised?"

Johnny groaned, "Your wife's also pretty violent"

"Johnny!" Twilight shouted.

Johnny's fears of Twilight grew, "Gotta go!" he ran out the door with Twilight following, "This is only proving my point!" Johnny shouted.

"Here's my point! My horn up your plot!" Twilight shouted.

All you hear are Johnny's pleas for mercy, Peter laughed a bit. A moment later Trixie approached him, "By the way...if I had a choice to be a slave or dead, like my future counterpart said...I'd rather be dead".

Peter nodded, "Noted...but you won't be either, not while I'm here".

Trixie hugged Peter and they went to Spike and Logan to discuss more on what happened.

Meanwhile with Vega, he was going through Cloudsdale, using his charm on the mares to ask them where Lightning Dust was, he had almost no luck, before what he was looking for found him.

"You looking for me?" he heard a voice say, he turned around and saw the teal green Pegasus standing there waiting with a curious yet serious look on her face.

"Are you Lightning Dust?" Vega asked.

She nodded, "Yeah, what of it? Who are you?"

He approached her with a friendly smile, "I am your salvation from your life of shame & sadness".

Lightning looked at him like if he's crazy, "What are you going on about?"

Vega spoke again, "I have one question, how has your life been after your run-in with The Elements of Harmony?"

Lightning growled, "That's none of your business!" Vega grinned, "What if I told you there was a way to right a wrong done to you?"

Lightning looked curious, she decided to listen to Vega as he explained everything about Wesker's goals and plans.

Meanwhile Wesker was working on some plans when Vergil joined him, "So what now?" Wesker turned to him, "Now, we initiate our next plan...". Vergil grew curious to what these plans were, "And those are?"

Wesker only offered a sinister smile, "We attack The Crystal Empire"

Author's Note

Long flashback, plus an immediate goal from the villains.

Incoming Changes

Rarity had gone home with Sweetie Belle, still surprised at what she saw in Peter's memories, the fact that he had slept with her sister, granted it was a future version, it was still an uncomforting sight.

Sweetie was also unhappy, she feels like she lost her chance with Peter for good, especially since Peter got to experience her, and it seems like Peter wasn't interested.

They had gone home and Sweetie immediatley made her way to her room, Rarity wanted to ask her how she was feeling, but figured it's best not bug her about this.

Back at the Library, Peter is sitting and thinking about everything that happened, very relieved that his friends don't hate him for the infidelity, though it still bugged him to an extent.

Twilight approached him and sat next to him with a assuring hug, "Do you feel any better?"

Peter barely nodded, "Sorta...the shame is still there, but at least I haven't lost any of you".

Twilight nuzzled him, "And you never will, I'm confident that you would never willingly betray me, and this might sound weird, but I'm almost happy that happened".

Peter raised his eyebrow, "What for? I did something awful Twilight!"

Twilight gestured for Peter to relax a moment while she spoke, "The thing is...it seems like she did that because you were so stressed and in a dark place, you were close to slipping into despair and the loss of emotion, who knows what might have happened to you if you tried to keep fighting. You could have been killed, so in a way that kinda boosted you up, lit a fire under you...I know you're angry at yourself for that but it may have saved your life, I can definitely forgive you for that"

Peter looked surprised, "Twilight, I can't excuse what I did, even if I was stressed as a superhero it's my job to fight through that and-"

"Peter", Twilight said, stopping his speech, "It's not about you being a superhero, fact is your friends, our friends, they were all dying, and you started blaming yourself. It isn't healthy to continue that Peter, please don't blame yourself anymore, I can't stand seeing you all worked up over this, it's not your fault!"

Peter looked a little surprised on how emotional Twilight got, she was really concerned for him, he now realizes he's been really worrying Twilight with this, he simply offered her an assuring hug which she graciously returned.

"I know you feel ashamed, and I don't blame you, because I know how much you love me, but it's because I know you love me that I can't stay mad at you. After watching that again I think Sweetie Belle just wanted to help you, though I'm not too sure since you kinda cut her off the following morning, but I'm almost confident she was just lifting your spirits. Though I must sat, she did seem a little regretful the next morning, if there was a way I could talk to her...actually I might end up pulling her mane out her head", Twilight thought about that a moment, "Ok maybe not, I definatley would be mad though", she looked into Peter's eyes, "But I would thank her, what she did saved your life, I'd rather you have a one night stand that didn't mean anything to you than have you die".

Peter chuckled, "Nice to hear...I just hope this Sweetie lightens up".

"It's just a crush Peter, it'll pass, I'm not mad that she kissed you, I don't blame her, you're a catch after all".

Peter kissed her cheek, "I love you Twilight, no mare can ever take your place, you're the perfect wife".

Twilight rubbed his mane, "You're the perfect husband".

Watching from above were Trixie, Spike & Logan.

"Twilight is so lucky, I wish I had a guy to love me like that", Trixie said.

"I wish I could be as lucky as Peter and find somepony for me as well", Spike said.

"They're a great couple, they're fortunate to have each other", Logan stated.

Trixie looked to Logan, "How about you Logan, would you like someone to love like that? Someone to spend the rest of your life with?"

Logan sighed, "Kinda hard to do that when you're practically immortal, if I get married I'll just outlive my wife, I've had plenty of women in my life and I'll tell ya, the heartbreaks eventually start catching up, though I still foolishly fall for different women, even a woman that already had someone in her life."

Trixie and Spike pitied Logan a bit. "We're sorry to hear that Logan", Trixie said.

"Yeah Logan, though there's some long lived females, ever consider hooking up with Princess Luna? She could definitely use a guy in her life"

Logan stared confused at Spike, "You wanna hook me up with Luna? I don't think she's interested, she's still heads over heels in love with Parker, though she can never claim to have slept with him despite being married to Twilight, Sweetie Belle beat her to the punch".

Trixie and Spike cringed at that. "Dude that's cold", Spike commented.

"Still, not really that interested in a mate right now, I'm more focused on dealing with Wesker, Vergil and Bison".

"What about Fluttershy? You seem a bit protective of her", Trixie pointed out.

Logan simply glanced, "She reminds me of some of the X-Men, young, sweet and naïve, I'm just watching out for her, nothing beyond that".

"Hey I think it can work", Spike said, "Like a Beauty and The Beast kind of thing", that earned a glare from Logan, "No offense".

Logan sighed, "None taken, I am a Beast after all".

Spike patted him, "Only on a technicality, you're still a great guy, pretty cool too".

"Still Logan, you need someone, it could help", Trixie said.

Logan sighed, "I don't need anyone, it's nice but at the end, it's all a moot point, now I'm gonna go grab a beer, I'm pretty damn parched", he went to the fridge while Spike and Trixie glanced to each other.

"Maybe Cadance can help him...and us", Spike said.

Trixie nodded, "It would be nice to get someone someday", Trixie said.

Spike twiddled his fingers, "You don't think I'm ugly right?"

Trixie looked curious, "Is this about what those creeps said the other day?" She got her answer from Spike's nodding, "I don't think you're ugly, you're a handsome young dragon, just ignore them".

Spike sighed in relief, "Thanks Trixie...you think I can possibly get Rarity?"

"Don't hold your breath, besides you can do better", Trixie said.

Speaking of Rarity, we go to later in the day, she's home right now, working on some designs, when she heard the doorbell. She approached the door and opened it to see Thunderlane and his brother Rumble. "Hey Rarity, mind if we come in?" Thunderlane asked.

"No, not at all, please come on in", she invited the two stallions inside. She had closed the door and approached Rumble, "Would you like to see Sweetie Belle dear?"

Rumble nodded, "Yes ma'am".

"She's up in her room, you know the way", Rarity instructed, Rumble nodded and went to find Sweetie Belle. Rarity turned to Thunderlane, "You're brother's very cute, and well mannered"

"I've been told, he's a cool bro, your sister seems nice too".

That reminded Rarity, "If I may ask, earlier today Sweetie Belle said she went to see a friend, she said that Rumble was with her, has he mentioned anything to you about it?"

Thunderlane tapped his chin, "Not sure, I didn't go home straight away, Flitter & Cloudchaser were with Rumble, I asked them to take him home after those creeps marched through town, after I had that spat with your friends and those other mares I simply flew off to kick a few clouds then went home later, though Rumble was still there"

Rarity tapped her chin, "I get the feeling that she's hiding something from me, I need to find out what it is".

"Same here...with Rumble at least, whenever I ask him about Sweetie Belle he's usually vague, I'm getting worried".

"We should find out what she's up to, I have a feeling it's something bad", Rarity stated.

"Yeah, I hope she hasn't dragged my brother into anything...no offense, I don't want to blame your sister for something but-"

Rarity put her hoof up, "It's quite alright, I understand your concern, I have been worried lately due to her affection for Peter Parker, especially after finding out what happened with her and Peter"

Thunderlane grew curious, "Would you mind telling me or is it too personal?" Rarity thought a moment, "Part of me says I shouldn't"

Thunderlane nodded, "That's fine, I get that it's personal, though if you ever feel comfortable enough to tell me, I'd be happy to give my personal opinion"

Rarity thought a moment, "Well I suppose I could use your point of view, besides you seem like a nice stallion, you did save my life once". Thunderlane put his hoof up, "It's no big deal, I just did what any of the other cadets would have done"

"Still, I suppose telling you wouldn't hurt, as long as you try not to spread the word on it". Once Thunderlane nodded, Rarity cleared her throat, ready to explain, "What happened was my sister kissed Peter, not a friendly kiss, a real passionate one, and he blew his top and yelled at her, calling her a homewrecker after shoving her"

Thunderlane looked surprised, "So the perfect stallion has a dark side, though that does seem like a little much".

"Well it's because he...I probably shouldn't tell you, it's very personal...though part of me wants to get it off my chest".

Thunderlane put his hand on her shoulder, "You can tell me, I give you my world I won't start babbling, I won't do anything that could negatively affect you or your sister"

Rarity nodded, "Here's the thing...a few months ago Peter was caught in an explosion that sent him to the future". That line caused Thunderlane to raise his eyebrow, "Say what?"

"I know that sounds weird but it happened, believe me I saw it for myself, one day I'll take you to Twilight's home and show you that crystal ball he uses to show us images of his past".

Thunderlane should be a little weirded out but honestly, he's heard of weirder things, "Go on then".

Rarity nodded, "Well in the future he meets my sister, she's all grown up, and they...had relations...very intimate relations".

Thunderlane grew surprised, "Wait, he and Sweetie...did it?" Rarity's nod confirmed his question, he was so appalled, "He cheated on Twilight!?" Rarity nodded again. "Does she even know?" Rarity nodded a 3rd time, Thunderlane looked really shocked and confused.

"Wait a minute, so he goes to the future, gets it on with your sister, his wife finds out and she doesn't even care?" Rarity nodded again, "She forgave him for that".

Thunderlane face hoofed, "You've gotta be kidding me, this freaken guy gets away with anything, he can probably just kill Celestia and rule in her place like a Tyrant and no one would care since he's so cute and perfect".

"That might be taking it too far, I know Peter would never do anything that cruel, but yes they forgave Peter, the worst part is that he didn't even have my sister in mind, he was thinking of Twilight the whole time".

Thunderlane rolled his eyes, "Sounds like a bogus excuse, just you wait soon he's gonna have all your friends in bed, who knows, once your sister is old enough he may wanna reenact his little love scene".

"He better not, I certainly won't, I thought Twilight had the perfect stallion and he does something like that? To my sister!? And he has the nerve to tell her off!?" Rarity crossed her arms angrily, "The nerve!"

Thunderlane patted Rarity, "Sorry you went through that, I won't tell anypony, but I do know now what I must do".

Rarity looked curious, "What might that be?"

"I need to spread the word on Peter Parker, get others to realize that he's nothing but a menace, a plague in our society, maybe you can help with that".

Rarity shook her head, "I can't...I have my friends to think about, besides I do hold him close to me, he too once saved my life and I can't ever fully hate him...but it's just that..." Thunderlane cut her off, "I get it, it's so conflicting, I hate that this is happening, but I won't make you do anything that can damage your relationship with your friends, but I'm still doing this for you and Sweetie Belle".

Rarity looked at Thunderlane with a smile, "You're so sweet, but I don't know if that's such a good idea". Thunderlane sighed, "Maybe not, but I have to do something".

Rarity nodded, "I hope you can find a better way, though I do appreciate you wanting to help". Thunderlane nodded, "It's nothing".

After a brief silence he spoke, "Hey listen...I'm not doing anything later, maybe if you don't have plans we can...go somewhere together?"

Rarity nodded, "I'd like that".

"Great, you wanna bring the foals or..."

"Just us if you don't mind, once Rumble & Sweetie finish their date, we can go to ours".

Thunderlane grinned, "No problem at all".

Upstairs, Rumble is trying to get Sweetie to speak her intentions, "Sweetie, where do you go when you say your with me?"

"To visit a friend", Sweetie answered. Though that wasn't enough for Rumble, "Sweetie I need to know, I'm worried about you".

Sweetie smiled, "That's so sweet of you, but don't worry about me, I'll be fine". Rumble still wasn't satisfied, "But what if you're not fine...I'm afraid you're gonna get hurt".

Sweetie patted his head, "I'm just seeing a new pony in town, he's a misunderstood bad boy, I'm just waiting til he's mellowed out a bit, one day I'll take you to meet him and you'll see that he's pretty nice"

Rumble nodded, "Ok Sweetie Belle, I'll trust you on this".

Later on after Sweetie's date ended, Rarity & Thunderlane went on there date, Sweetie asked Rarity if she could go play with Scootaloo, Rarity was fine with that, as long as they didn't do anything foolish.

She went over to Scootaloo's house and asked Scootaloo to cover for her, telling Scootaloo it was a surprise, Scootaloo bought it and she agreed.

Sweetie Belle went to the lake she was with Vega at earlier on, prior to breaking their date early they agreed to meet here again later in the day. She waited around for Vega for about 5 minutes, then saw him fly down to greet her.

"Hola mi amor", he presented her a rose, which she took and sniffed, "So pretty"

Vega then kissed her forehead, causing her to giggle, "This rose is but a small comparison to your beauty"

Sweetie blushed madly, she hid her face afterwards, "Stop Vega, you're making me feel so awkward", though her giggle didn't go unnoticed by Vega and it caused a smile from him, a somewhat genuine smile, "You have the cutest laugh"

Sweetie giggled some more, "You're very sweet, it's nice to have a guy that likes me for me and not for something else".

Vega grew curious, "What does that mean?" Sweetie then realized what she said, "Oh it's nothing, just something silly".

Vega rubbed her face, "I don't mind silly, maybe it could give me a good laugh". Sweetie looked a bit saddened, "It really didn't turn out so funny, I just finally found out why Peter doesn't like being too close to me, but the truth was too humiliating"

Vega rubbed her mane, "Sweetie Belle...I have been through a really traumatic event as a child, after that nothing will really seem worse, whatever the issue is, I'm sure I can handle and understand the situation, that's why I'm here, to be there for you when you need help, no matter how bad it is".

Sweetie blushed and grabbed his hoof, "If I tell you what's bothering me, would you tell me what happened to you? So maybe I can help you?"

Vega nodded, "Sure, in fact I'll do you one better and I'll go first, just to break the ice", Vega sat before Sweetie who had her ears perked up, "I was the son of a very beautiful woman, a woman that all men wanted, I was her little angel, her beautiful little boy, one day for security reasons, she and mi padre...er my father, had gotten divorced, and she remarried to an ugly man, un hombre muy feo, I hated that man".

Sweetie nodded to show she was still listening, Vega cleared his throat to continue, "He mistreated my mother, with pompous insults, making her feel worthless, he would even beat her", that caused Sweetie to put her hooves over her mouth in shock, "My mother had to put up with that, and one day it got bad...", Vega turned away, his tone turning into slight despair, "That man...he felt that my mother had disrespected him, and because he felt disrespected, he did the worse thing he's ever done", he turned to Sweetie with dead serious eyes, "He killed my mother".

Vega's words had touched Sweetie Belle's emotions, she had no idea that had happened, to lose a mother like that is awful, "I...I can't believe that"

Vega nodded, his eyes started getting a bit teary, "I lost my mother to that hideous man, el hijo del puta, so in retaliation, I killed the man that took my mother from me...since that say I vowed to rid the world of ugliness, not just the physical ugliness...the actions too. I've seen many who only care for money & power, who step on others, who believe they are better than others...that's why I have aligned myself with Wesker & Vergil, they understand that some things in this world must be purged to create a superior form of life...survival of the fittest, only the strong are meant to survive, the weak and cowardly are just ugly people who don't deserve to live".

Sweetie looked really into Vega's story, he almost had similar goals to Rarity, though she feels he has the wrong idea, "Why get rid of the ugliness though? why not just make everything pretty instead?"

Vega raised his eyebrow to her, "It doesn't work like that mi amor, maybe it's easy in this world because everything is beautiful, but in my world true beauty is rare, I bet half the ponies in this world are just ugly in their own way. I've already seen some cold hearted stuff, earlier on I spoke to a pony who says she was treated unfairly, how she lost out on a dream because of the reckless actions of the Elements of Harmony, I've seen people who were affected by the heroes in The Marvel world...the world Peter Parker is from...you ever hear of a man named Eddie Brock, or better known as Venom?"

Sweetie shuddered, "I have...he's scary".

"You know why he's so scary or why he acts the way he does? It's because he's a victim of Spider-man's selfishness, Spider-man stole his innocence, now he's a crippled man".

Sweetie nodded, "I've seen him, I also know he lost his suit to our Princess Luna because of her jealousy of Peter & Twilight". Vega rolled his eyes, "So Peter has affected the innocent hearts of many it seems...such a disgrace!" Sweetie looked taken back by Vega's anger, "I can't blame Luna for loving him though...I did, until I saw what I did..."

Vega rubbed her face, "Would you tell me?" Sweetie nodded, "Yes...Peter has this crystal ball that shows us his memories, earlier today he showed me some of his memories, I got a glimpse of his early life and it showed his entire time here in Equestria, the more important parts at least...and I also saw a trip he made to the future".

Vega looked curious, "He time traveled? What was the future like? Was it of this world?" Sweetie nodded, "Yeah, in the future the world is taken over by an evil Queen named Chrysalis, she and her army have the power to shapeshift into anything, in that future only me and a few other survive, apparently I become a rebel leader in a sexy latex suit".

Vega then imagined an older Sweetie Belle in latex...it was a good image, Sweetie continued, "My future counterpart actually got Peter to sleep with her, it was so surreal...until I found out that he didn't even care enough for my future self to pay attention...he pretended it was Twilight...it's like he used my future self to satisfy some sexual urges, and when he found out he was so mad, so that's why he seems to have hated me since coming back, because in another time I slept with him and he wasn't happy".

Vega looked surprised to hear this, "Damn...what a two timer...sorry you went through that, but I won't let that happen to you, when I'm with you, I only see you".

Sweetie smiled, "You're so sweet...but on the plus side he did apologize for yelling at me...didn't take away the shame though, things may never be the same between us now".

Vega looked into her eyes"You need to move on Sweetie Belle, he's not worth it...you deserve better".

Sweetie was getting lost in his eyes, he was arguably the most handsome stallion she's had the pleasure of laying her eyes upon.

"Now...is there anything else you saw that was interesting?" Vega asked.

Sweetie tapped her chin, "Not sure if I should give out too much info, it seems pretty classified and-", Vega then grabbed Sweetie Belle and pulled her into a kiss. Sweetie found herself melting into the kiss, it was very passionate. Vega then snuck in a little French action to really tickle Sweetie's fantasies, this was arguably one of the best moments of her life. Once he broke the kiss he smiled, "Was that better than Peter Parker?"

Sweetie nodded, "Much better...". Vega grinned, "And I only had you on my mind too".

Sweetie looked at him with a mad blush, then kissed him back, her kiss a little more amateurish but Vega made it work. After breaking the kiss he simply asked, "Now...is there anything else you would like to tell me?"

Meanwhile in the sky, Lightning Dust is seen flying, recalling what Vega had said to her.

-Flashback-

"You have a chance to right a wrong, it sounds as if you had been the victim of a cruel injustice, why should you be a scapegoat for your commander's inadequacy, we can help you Lightning, if you join us, we can give you everything you have wished for"

"But what if something goes wrong?"

"You won't know unless you try, the choice is yours, should you choose to join us, go to Ponyville, find The Everfree Forest, here take these coordinates, it will take you directly to our campsite".

Lightning looked surprised, "The Everfree Forest? But that place is dangerous..."

"Don't worry, we've handle the creatures well, you'll be safe", Vega reassured.

-End Flashback-

Lightning had reached Ponyville and was above the Everfree Forest, "Here goes nothing"

She had flown down to the coordinates Vega gave her, and spotted Wesker from above training with X-23, she had just killed more creatures, "Whoa, that chick's tough, wouldn't want to mess with her"

Wesker was very proud of X-23, "Great work Laura...you have far surpassed Gambit & Iceman, you're just about ready for our invasion of The Crystal Empire".

Lightning had landed near them, "Um, excuse me?"

X-23 eyed Lightning and attempted to attack but Wesker held her back, Lightning kept a distance, "Whoa!"

Wesker soothed X-23, "Easy Laura", he turned to Lightning, "State your business".

"Um...I'm Lightning Dust, some guy named Vega sent me here".

Wesker grinned, "I've been waiting for you my dear".

Lightning's curiosity grew, "What do you want with me anyway?"

"I want to help your life, make you into something bigger, I heard you went through a lot and I pity you, you have an opportunity for a second chance. If you accept my offer, I'll go into more detail about this, do we have a deal?"

Lightning wasn't sure what she was getting into, but whatever it was, there's no turning back now, "Deal".

Meanwhile on Earth in the Marvel world, we see some Doombots storming into The Baxter Building, they were each destroyed one by one by the survivors of the Marvel World, those being Reed Richards AKA Mr. Fantastic, Susan Storm AKA Invisible Woman & Tandy Bowen AKA Dagger.

"How many robots does Dr. Doom have anyway!?" Dagger asked as she fired a few daggers.

"Victor has a lot of time on his hands", Reed said as he slammed on a few.

They continued taking down the robots, they were guarding a device that opened the portals between worlds.

"I hope Johnny's had luck with Peter, I was hoping they'd be back by now", Susan said.

"Keep in mind that Albert Wesker and his allies are in that world, they need to remove them before anything, they can't just bring Peter here and leave that world in danger, especially since Peter has a romantic involvement with a princess of that world", Reed explained.

Dagger shot her light daggers at the robots, "I can get that Peter is very caring of his new home, but this is taking too long, We need to make a move against Doom now though, I don't know how much Psylocke, Hawkeye & Iron Fist can do alone!"

"I'm worried too Tandy, we need to trust that Logan and Johnny have their situation at hand, no one said this would be easy, luckily it's not that bad yet", Reed said.

"I don't know about that Reed, Doom's been a little aggressive lately, if Hawkeye & the others don't stop him soon, we're gonna end up like Cap, Stark and the others", Susan said.

During the fight, some robots were mysteriously destroyed, the trio of defenders looked as 3 figures arrived in the penthouse lab and took out several of the robots. One of them, a man wearing green shot the robots with his handgun, shotgun and sub-machine gun, even tossing some grenades.

Another one in a long red trench coat used his long sword to take out a bunch and then used his handguns to finish off others, his shots radiating some form of magic.

The last one was a man dressed in a karate gi with a red headband. He used his bare hands to take down the robots, powerful punches, kicks and at one point firing a blue fireball, "Hadouken!"

One the robots were dead, the trio approached Reed. He knew who they were and glared a bit.

The one in the green spoke, "Dr. Richards...do you know who we are?"

Reed nodded, "Yes...you are a former member of S.T.A.R.S. and a founding member of the BSAA, Chris Redfield", he turned to the man in the trench coat, "You are a son of Sparda and the head of Devils Never Cry, Dante", he turned to the one in the karate Gi, "And you...everyone knows you, the one who the X-Men first encountered, the World Warrior Fighter...Ryu"

The 3 Capcom Heroes stood side by side, Dante had a smirk on his face, "Wow, you know a lot about us, big fans I take it?"

"I do my research, plus your friends Wesker, Vergil and Bison have mentioned your credentials as well...now why are you here?" Reed asked.

"I'll get to the point...we know about the portal you have that can transport you to this world of ponies we've heard so much about, we know Wesker went in after Spider-man, we want to go after them", Chris said.

"How are you aware of that? Who gave you this info?" Reed asked.

Chris explained first, "We ran into your friend Ben Grimm, we defeated him and freed him from Doom's control, he told us where Spider-man was, the world of the ponies, how he was friends with some girl named Twilight Sparkle, stupid name honestly, and that besides Doom and Tony Stark, you're the only other person that can make such a portal".

Dante spoke next, "We want you to open that portal so I can get my brother and his whack job friends back"

"Spider-man will handle them, Human Torch and Wolverine are also handling them", Reed said.

Dante scoffed, "Who cares about Spider-Man, he's just some punk kid, this world's probably better off without him".

Reed looked taken back, "He saved this world countless times, between saving it from the likes of Doom, Galactus, stopping the Infinity Gauntlet, for heaven's sake he stopped The Green Goblin when he had that other worldly magic. If it wasn't for Spider-Man, not only would this world and the pony world been in danger...your world could have been in jeopardy too".

Dante twirled his guns, "We could have handle Goblin, I've taken out bigger, Chris has taken out bigger, Ryu is the greatest fighter, hell I bet even Viewtiful Joe could do a better job, fact is that nothing in this world is a match for us", he placed his guns in his holsters, "Besides he stopped goblin with the help of some pretty pony princess, none of us need something that lame".

"You're too overconfident, it's gonna come back and bite you", Reed warned. Dante smirked at that Statement, "I doubt it, now are you gonna open that portal or what? We have worlds to save".

Reed stood by his machine, "Spider-man can handle it, you have no idea what you're getting yourselves into, now I suggest-"

"Oh for God's sake, I tried to be nice but-", Dante then whacked Reed down, "Apparently that won't work much here".

Dagger tried to attack Dante but Chris grabbed and kneed her in the gut before delivering a haymaker, knocking her over. He then picked her up and then flipped her onto a table of beakers, breaking it in the process.

When Sue tried to attack, Ryu ran in and punched her in the gut a couple of times and hit his Shoryuken on her.

Reed tried getting up but Dante did a few punches, using his Alastor power to bring some purple lightning to his punches and then kicked him to the side.

Chris sighed, "Didn't want it to come to that".

Dante put his sword away, "We did what we had to do, keep in mind that we gotta Wesker, Vergil and Shadowlaw. We have the responsibility of capturing them, they chose to be difficult and we can't pull any punches".

Ryu simply stood there, "We can't be deterred, we must find our enemy and bring them here". Dante and Chris nodded in agreement and approached the machine with Ryu.

Chris grabbed his radio, "Chun Li, this is Chris Redfield, are you there? Come in". He listened and waited a bit, "Chun Li, do you copy?"

After a few moments of static, he finally got a response, "This is Chun Li"..

Chris spoke again, "We're at the Baxter Building, we just took out several of Doom's robots and encountered Dr. Reed Richards and found his portal machine".

"Good, is he cooperating?" Chun Li asked.

"No, he was being difficult, we had to use force, unfortunately we have no way of activating this portal, so we're going with Plan B", Chris explained.

Chun Li nodded, "Right, you have the drive?" Chris pulled it out, "Yeah, I got it".

Chun Li nodded, "Good, insert the drive into the machine, hopefully there's a plug that fits"

Chris looked around, "Found it", he inserted the plug, "Ok, got it"

Chun Li activated a computer and got the signal from the machine, "Good, I got the data", she turned to one of her allies, "Spencer, I need you for this"

The Bionic Commando, Nathan Spencer, had then approached Chun Li, "Need me to work my magic?"

Chun Li nodded, "Yes. if you would please".

Spencer did a mini salute and hooked his Bionic Arm to the computer and started hacking, "This is a little different than I'm used to, but I think I got it, hold on".

After a bit of hacking, he managed to get into the system, "There we go!" he managed to activate the portal, "And we are in business!"

The portal at the area opened, "Awesome work Spencer", Chris said and turned to his allies, "Let's go".

The 3 Capcom heroes then jumped through the portal, unaware of what was truly waiting for them on the other side.

Author's Note

Ryu, Chris & Dante are on their way to Equestria, they're in for quite a surprise.

Plus Vega's still a creep.

Young Hearts

The next morning we see the Parker-Sparkle Household on the way to Sweet Apple Acres, it was time for them to figure out the Wesker and allies situation, plans must be made.

On the way there they passed by Thunderlane, who shot Peter a dirty glare. Peter noticed but wasn't gonna pay any mind to it, it wasn't worth it.

Twilight also ignored him, though part of her wanted to blast him across the town for his comments, she decided not to press an issue about it.

Logan, Spike and Trixie paid little mind as well, even though Logan was ready to shred him. Mayday just walked by unaware of the tension.

They eventually arrived at Sweet Apple Acres, the rest of the Elements were there, as was Johnny Storm. Peter sent Mayday to play with Aunt May and joined the others in the Apple Family Living Room.

"So what's the plan with stopping these villains?" Applejack asked.

"Not sure, we can't even find them, they're still somewhere in the Everfree Forest", Peter said.

Twilight nodded, "Yeah, it's too dangerous to go in there blind, too many monsters. These villains are pretty clever I should say."

"Why are they here anyway? What are they here for? Just Peter? Or something more?" Rainbow Dash asked.

"It's complicated", Logan said, "You see when the Capcom World invaded again, Wesker joined forces with Dr. Doom and together they attacked several of our heroes. The only survivors were me, Johnny Storm, his sister Susan, Reed Richards, Wasp, Hawkeye and Psylocke. When we found out that Wesker wanted to find Parker, we asked Richards to make a portal to this world. Thankfully due to Dr. Strange's notes on the subject, Richards was able to lock on to this world, which is how me and Johnny Storm got here."

"So, how bad is our world though?" Peter asked.

"Messed up bro", Johnny answered, "Doom's got several of our enemies on his side, he's got some Skrull back up, even your enemies, like Kraven & Shocker. Rumor is that he's trying to recreate the symbiote that Venom has."

"The symbiote? Who's the host body likely gonna be?" Peter asked.

"Not sure, I do know that Doom has Eddie Brock captive, he's probably trying to use him, no guarantee it will work though", Johnny said.

"Hopefully not, especially if it gets loose, don't need the symbiote grabbing one of the ponies", Peter said.

"What about those other heroes that survived? What are they up to?" Rainbow Dash asked.

"They rounded up any potential survivors and are striking back at Doom. I know Wasp and Hawkeye are among those looking for Dr. Doom, Psylocke is patrolling to find survivors, Reed and my sister are guarding the Portal," Johnny explained.

"What about these Capcom Heroes? Any sign of them?" Twilight asked.

"We haven't really had much communication with them, though that's the norm, we stay out of their way, they stay out of ours", Logan said.

"But we have a common enemy, I'm sure Chris Redfield, Dante and Ryu would wanna find Wesker, Vergil and Bison", Peter said.

"If they do, they would want to handle it themselves, they don't want our help, stubborn bunch of bastards", Logan said.

Twilight sighed, "Given this situation you'd think you put your little rivalry aside."

"Hey blame them Twilight, they're the ones being difficult. Besides we can handle Wesker and his allies, we just gonna find them", Logan said.

Applejack noticed that Rarity was barely saying anything, "You ok Rares?"

Rarity snapped out it, "Huh? What's that?"

"Ah said are you feeling alright?" Applejack asked.

Rarity nodded, "I'm fine, just worried about Sweetie Belle, I'm not sure if she's been seeing Rumble lately".

The others looked concerned for Rarity, Fluttershy spoke up, "What do you think she's been up to?"

Rarity shrugged, "Not sure, I'm just worried, Thunderlane told me during our date last night that-"

"Whoa, whoa, whoa, date? You dated Thunderlane?" Rainbow asked. Rarity nodded as a response, "Yeah why?"

"Rarity, he's been pretty disrespectful, have you seen how he's been treating Peter lately?" Twilight asked.

Rarity shot a glare at Peter, "Yes...I've noticed".

Twilight looked annoyed, "Then why date the stallion that's been giving a friend of ours a hard time?"

Rarity looked away with a look of annoyance on her face, "My romantic life isn't really your concern Twilight".

Twilight's eyes widened a bit at the shock of Rarity's daring comment, though that was soon replaced with a scowl. Peter looked a little uncomfortable at this situation, "Let's not worry about the details, what happened with Sweetie?"

Rarity sighed, "Thunderlane asked his brother if he's been with Sweetie. He said yes but his foalsitters said he hasn't left the house and that Sweetie hasn't been there".

The others thought a moment, that did sound fishy, Applejack spoke, "We'll have to talk to Thunderlane sometime soon, it's not safe for Sweetie to be alone with these villains running amok".

Rarity spoke, "I know she went to Rumble's house...I think she did at least, that's what she told me".

Rainbow stood up, "I'll go ask, come on Johnny".

Johnny nodded, "Right behind you Dash".

Both of them flew off, the rest back in the barn wondering, Peter even more so, "I hope Sweetie Belle's ok".

They had arrived at Thunderlane's house within minutes and knocked. The door was answered by Cloudchaser, "Yeah?"

"Hey Cloudchaser, we just came to check on Sweetie Belle, can you call her?" Rainbow asked.

Cloudchaser looked confused, "Sweetie Belle isn't here".

Rainbow and Johnny looked curious, "Say what?"

"She's not here, what made you think she was?" Cloudchaser asked.

Rainbow looked concerned, as did Johnny, Rainbow then asked, "I need to speak to Rumble".

"Sure thing", Cloudchaser went inside to call, "Rumble! Come here please!"

Rainbow & Johnny waited then heard some tiny hoof steps, then Rumble appeared at the door, "Yeah CC?"

"Rainbow Dash needs to ask you something", Cloudchaser said, then pointed to Rainbow, who looked a little unhappy, making Rumble uneasy. He knows how scary Rainbow Dash is when angry.

"Rumble...where's Sweetie Belle?" Rainbow asked plain and simple.

Rumble gulped, he was afraid this would happen, "Uh...at home?"

Rainbow looked unconvinced, she knows that wasn't true. "She's not home, I know you know something, I can see it in your eyes".

Rumble trembled a bit, Rainbow was glaring intently, Johnny also looked unhappy, even Cloudchaser was giving him odd and curious glances.

Rumble backed up a little, "What's that Flitter!? You need me to-" before he can finish, Rainbow flew over and grabbed him in a threatening way.

"Don't even think about it! I'm not done with you!"

Cloudchaser looked concerned, "Hey easy Rainbow, he's just a colt, don't hurt him".

Rainbow shot a glare, "Let me handle this".

Johnny stepped forward, "Seriously, be careful Rainbow, don't hurt the kid, just get the answers."

Rainbow looked into Rumble's eyes, "Where's Sweetie Belle!?"

Rumble was scared and conflicted and was starting to sweat bullets. On one hand he promised Sweetie Belle he would not rat her out, but on the other hand Rainbow Dash was really scary.

Rainbow started to growl a bit, "I'm losing my patience! If you don't tell me where Sweetie Belle is-"

"Rainbow! Let go, I'll ask him!" Cloudchaser said.

Rainbow turned around, "I got this, he's gonna crack soon", she turned back around, "Talk!"

Rumble looked frightened, "You're scaring me!"

Rainbow glared into his eyes, "That's the idea, now start talking!"

Cloudchasher turned to Johnny, "Can you get her off him or something!?"

Johnny looked to her with confused eyes, "You crazy!? She'll kill me!"

Cloudchaser got in his face, "How about I kill you!? Now get her off!"

That comment caused Johnny to sweat nervously, so he attempted to sooth Rainbow, "Yo Dash, maybe lay off a little?"

Rainbow glared at Johnny, "Quiet Storm!"

Johnny backed off, "Ok".

Cloudchaser face hoofed, "For the love of Celestia".

Rainbow held Rumble by the arm really hard, "Where is Sweetie Belle!? What do you know about her!?"

Rumble started whimpering a bit, "You're hurting my arm, please stop Rainbow, you're really scaring me".

"You want the pain to end, you tell me what I want to know, do you realize that there's some evil jerks out there? Very dangerous too! Johnny, tell Rumble what those guys can do!" Rainbow shouted.

Johnny thought, "I know one of them makes monsters, one is part demon and one is the leader of a dangerous organization that has the enlistment of two assassins, one that brutalizes people with punches, and one that has a claw and loves cutting people cause he loves their blood".

Rumble's face turned a bit blue, "That's scary!"

Rainbow got close to his face, muzzle to muzzle, "Exactly, do you want Sweetie to turn into a monster? Or for a devil to get her? Or that assassin making her bleed? You have to tell me what you know!"

Rumble gulped, "She just said she's befriending a misunderstood bad boy, that's all".

Rainbow looked nervous at hearing that, she wonders if this 'bad boy' is actually one of the villains, "Oh crap...where does she go!?"

"I'm not sure, she doesn't say".

Rainbow then twisted his arm a bit, causing him to yell, "That's not a good enough answer!"

Cloudchaser grabbed Rainbow and threw her off, "Are you out of your stubborn mind Rainbow Dash!?"

Rainbow looked like she wanted to punch Cloudchaser but Johnny went in, "Rainbow, let's go, we're wasting time, let's just circle the village and look for her, she might be in danger"

Rumble at this point started backing away, "Flitter!" he ran off to find Flitter, who was in the backyard gathering some flowers. He jumped into her arms and began crying, much to her concern. All she did at the moment was return the hug as she soothed him with her caring words.

"Don't worry Rumble, I'm here for you, I'll keep you safe my precious little guy."

Rainbow and Johnny then left the house and flew into the sky, Johnny however looked a bit uncomfortable, "Yo Dash...I gotta be honest about something".

Rainbow sighed, "What is it Johnny?"

"You were too hard on that kid", Johnny started explaining, "I know you're worried about your friend's sister but you can't take it out on another foal, where I'm from there's a law against that, not sure how laws here work but you probably crossed a line, just because there's a threat of an Invasion doesn't mean you should go around doing that. You owe that kid an apology".

Rainbow groaned slightly, "I did what I needed to do Johnny, he shouldn't be withholding information on me like that".

"He's a kid Rarity, you know how some kids are. He seems like the type to obey a code of silence, I've seen people in High School that know a secret but don't say anything because they want to protect a friend. Rumble is just protecting her because she might get in trouble, once he heard what the villains could do, he started speaking, so obviously he knew where to draw the line".

"He should have known about the villains already, if she says she needs to meet somepony new, especially a bad boy, obviously it's very likely to be a villain, that kid just put a young filly in danger!"

Johnny groaned, "Rainbow Dash, listen to me, regardless of the situation, you went out of line, that kid's probably gonna be scarred for life or something, or develop a guilt complex! Honestly that kid almost reminds me of Peter, and if he's like Peter this situation is gonna weigh on him! You were too hard on him and you need to apologize, keep in mind his brother already seems to hate Peter, I bet what you did is only gonna fuel it!"

Rainbow raised her eyebrow, "How!?"

"You're looking for a girl, who recently had some issues with Peter, off to find some bad boy probably to take her mind off Peter or rebel or whatever young teens in this world do. If she's with one of those villains, the ones after Peter, and you, one of Peter's friends, go around threatening his brother for danger that Thunderlane blames Peter for is only gonna hurt Peter somehow!".

Rainbow shook her head a bit, "You read way too much into that Johnny, nothing's gonna happen to Peter, let's just find Sweetie Belle before-", Rainbow looked down, "There she is!"

They stayed up and saw Sweetie Belle approach the lake and wait for a moment, the two Pegusai hid behind a bush and watched Sweetie Belle.

"What's she doing?" Rainbow asked.

"Not sure", Johnny replied, "Maybe looking for someone".

Sweetie waited around a bit, she sat on the edge of the lake and looked into the water, humming a bit.

"For an annoying little brat, she's got a nice voice", Johnny commented.

While Sweetie Belle was humming (She's humming the 'Cutie Mark Crusaders' theme) Rainbow Dash and Johnny looked on, so far nothing fishy.

Rainbow grew impatient, "Why is she here, she's just sitting around and-"

"Shh, shh, shh", Johnny hushed Rainbow, "Someone's coming".

They looked and noticed the pony in question coming, the familiar matador/assassin, the handsome yet deadly, Vega.

"Oh crap, it's that creep Vega", Rainbow said.

"What's he doing with Sweetie Belle?" Johnny asked.

Vega approached Sweetie and presented her with a rose, which she took with her magic and sniffed it a little, "It's so pretty". She the procceded to hug him.

"What's he up to?" Rainbow asked, she wasn't expecting this. Johnny also watched suspiciously.

Vega had returned the hug, causing a blush from Sweetie Belle.

"Think she reformed him or something? That would be of great use to us", Johnny said. Rainbow simply shrugged, "Not sure"

Vega then started stroking her mane, "You look as beautiful as always mi amor"

Rainbow looked weirded out, "That looks weird". Johnny nodded, "Doesn't amor mean love or something?"

Vega then gazed into Sweetie's eyes, Sweetie gazed back, before the two locked in a kiss.

Rainbow and Johnny both grew wide-eyed and each shouted, "WHAT THE FUCK!?"

Vega heard that, he turned and got into a fighting stance, keeping Sweetie Belle behind him in a protective stance, "Who's there!?"

Johnny and Rainbow popped out from behind the bush, fury in their eyes. Vega glared, "Oh great, it's Human Torch and that Rainbow Pony".

"What the hell were you doing to Sweetie Belle!?" Rainbow shouted. Vega raised his eyebrow, "It's called a kiss, maybe you've never had one because you seem like the type that drives other ponies away".

Johnny glared, "Watch it asshole, you're on thin ice for that shit you just pulled!" Johnny's body was starting to go aflame. Sweetie looked a bit scared, Vega maintained his defensive stance and made sure to keep Sweetie behind him.

"What's wrong with showing a lovely lady how much I care for her?" Vega asked. Rainbow glared and flew in and punched Vega hard into the lake.

Sweetie freaked from that, "Rainbow Dash! What the hell are you doing!?" Rainbow glared, "Watch your tone little missy, you're on thin ice yourself, you lied to everypony, when we get back-"

Vega then leapt out the water and slashed Rainbow Dash across her side with his claw, giving Sweetie Belle the opportunity to run to the bushes and hid. Rainbow held her side and went to punched Vega but he dodged out the way and slashed her back, a long bloody scratch showing across her back, with Rainbow screaming in pain.

Johnny tossed fire at Vega but he rolled aside and then did his Rolling Crystal Flash caused a scratch on Johnny's arm, though his high temperature body melted the claw a bit.

"Ah dammit!" Johnny reeled back a bit to hold his arm, then Vega slashed him across his shoulder. Johnny wwas too busy focusing on the pain to protect himself with fire.

Rainbow crawled over to Vega, not wanting to give up, Vega simply turned to her and lifted her face by her chin and had an evil smile across his face, "You are nothing but filthy pests!" he then slashed her hard across her face, he aimed his claw to stab down on her neck but Johnny grabbed him from behind, prompting Vega to elbow him kick him back into the water.

Vega then licked all the blood off his claw before looking around, "Sweetie Belle? Where'd you go?" He heard her whimpers in a bush, as he approached it she screamed, prompting Vega to shush her, "Easy chica, come on, it's not safe here".

Sweetie left the bushes and saw Rainbow Dash alive but covered in scars, "Wh-what happened...why are they...?"

"They'll live...maybe", Vega muttered the last part under his breath, "Vamos, we must leave", he then grabbed Sweetie Belle and flew away with her.

"Wait! Where are you taking me!?" she asked, still frightened over what happened. "You're going to see my friends, don't worry you'll go back to your friends and family soon enough, right now it's too hostile".

Sweetie didn't want to argue this, she simply nodded and let Vega fly off.

Johnny emerged from the water and rushed over to Rainbow, "Rainbow...", he saw that she had been cut badly, a lot worse off than him, "Dammit".

Rainbow tried to hold her wounds, but they were everywhere, the pain was like hell to her, Johnny patted her, still in pain himself, "Hang in there". Johnny then shot some fire into the sky, as if signaling an SOS. After a few shots he went back to comforting Rainbow Dash. The only worries on his mind right now was Rainbow's well being and Sweetie's safety, "They'll pay for this".

Meanwhile Vega is flying and managed to spot the villains campsite in the Everfree forest, "There we go".

Sweetie looked down, "They actually have a campsite there!? But the monsters!"

"Don't worry about the monsters, come on", he landed down, when he got down he saw Balrog punching a tree, damaging it quite a bit, he saw X-23 training with Vergil, he saw Lightning Dust doing wing-ups, he saw Shocker, Iceman & Gambit playing poker and he saw Wesker making some plans with Bison.

"Wow, some of them look scary", Sweetie said. Vega nodded, "Indeed", he called out, "We have company amigos!"

They all looked and noticed Sweetie Belle. Vergil was the first to speak up, "What's the meaning of this Vega, who is she!?"

"This is Sweetie Belle, the beautiful young filly I've told you all about", Vega said.

They all glared at Sweetie Belle, she hid behind Vega in fear. Lightning spoke next, "Isn't she related to one of the Elements or something?"

"This is Rarity's little sister, unlike her though, Sweetie Belle had class", Vega said and held Sweetie close to him, "The fairest filly of them all".

Sweetie blushed a bit but really didn't say much, she was still unsure what to think at this point. Wesker noticed there was some blood on Vega, "Are you bleeding?"

Vega looked, "Oh, that was from a fight, I got ambushed by Human Torch and that Rainbow Pony".

"You mean Rainbow Dash?" Lightning Dust asked. Vega nodded, "Yes, they attacked me, so I drew their blood, they're not dead however".

Wesker looked a bit disgruntled, "They didn't follow you here did they?" Vega shook his head, "I left them laying in pain and flew here, I couldn't leave Sweetie Belle, she wasn't safe", he leaned in to whisper, "Plus she might be a small liability".

Wesker nodded, "Indeed, regardless we're going to be making our move now, we need to take the next train to The Crystal Empire".

Sweetie's ears perked up, "The Crystal Empire? Where Princess Cadance and Shining Armor live? Why are you going there?"

"We're going to 'talk business' with Princess Cadance, hopefully she's more reasonable than Peter Parker", Wesker explained.

Sweetie groaned at the mention of his name, Wesker noticed, "You sound unhappy".

"It's nothing...I guess I should go now", she started to leave but Vega grabbed her, "Not yet, if you go now it's gonna cause more trouble".

Sweetie looked at him confused, "What's the worse that can happen? They're not going to banish me or anything", she tried to leave but Vega pulled her back, "Not yet Sweetie Belle".

Sweetie grew annoyed, "Can you let me go Vega? I'd like to go back home", she tried to move but he was not letting go, she groaned loudly, "Vega, let go!"

Wesker turned to X-23 and gestured his head to Sweetie Belle while doing a karate shop like motion. X-23 understood and approached Sweetie Belle and hit a pressure point on her neck, knocking her out.

Vega looked a bit concerned and turned to X-23, "Wasn't that a bit much? I could have restrained her".

X-23 simply grinned at him, as if to show she really doesn't care that much.

"Looks like we have ourselves a little hostage, let's hurry before Peter and his friends get wise to us", Wesker said.

Vega placed Sweetie on his back and they each made their way to the train station.

Later on, at Sweet Apple Aces, Johnny is resting on a bed in Applejack's room. Applejack approached Johnny with a wet rag, "Hold still now", she placed the rag on his arm, causing him to scream.

"OH GOOD GOD!"

"Johnny you can't expect to get better if you don't tend to these wounds properly, now take it like a stallion!" Applejack continued to tend the wounds, though she was a little rough about it.

Rainbow, who was in Apple Bloom's room, wasn't fairing any better. Fluttershy was tending her wounds, though Rainbow made just a huge deal about it, "Ow that hurts!"

"Rainbow I know it stings but it's gonna help in the long run, now hold still", she continued to tend to her wounds.

Meanwhile in the living room, Trixie, Pinkie and Spike are talking with Apple Bloom and Scootaloo, they're all concerned for Sweetie Belle. Apple Bloom is worried about what they might do to her, but vows to stay strong during this.

Rarity, however, is hysterical over the kidnapping of her sister, "My poor little Sweetie! I can't believe that psychopath has my darling little sister!"

Twilight was trying to comfort Rarity, "Don't worry, we'll find her".

Peter also went to comfort her, "Yeah, we'll bring her back in one piece".

Rarity shot a side glare at Peter, not forgetting what she saw before, "I blame you for this Peter!"

Peter groaned from that, "Why does everyone blame me? Am I the go to guy for all the crap in the world?"

Rarity glared harder, "If you hadn't treated Sweetie Belle the way you've treated her she never would have run off like that! That Vega creep obviously took advantage of her vulnerability" she groaned a bit, "I can't believe he kissed her, I seriously hope Johnny and Rainbow were seeing things, the idea of that creep kissing my sister..."

Twilight looked annoyed, "Rarity, I know you're upset over Sweetie Belle but don't go pinning this on Peter! He didn't do anything to deserve your wrath!"

Rarity rolled her eyes, "I beg to differ".

Twilight's ire grew, "Listen Rarity, I-"

Peter cut her off, "It's fine Twilight, don't worry, she's just releasing frustration".

Twilight huffed, "That better be all that it is".

Logan approached the group, "We need to find Wesker, now, I'll go through the Everfree Forest by myself if I have to!"

"Easy Logan, it's dangerous in the forest and I don't want you getting hurt", Twilight said.

"Oh for Heaven's sake Twilight, he's said to have a strong healing factor, let him shred those bastards to pieces!" Rarity shouted, much to the surprise of others. For Rarity to use such strong language seemed so unnatural to them.

"She's right Twilight", Logan explained, "My healing factor will help, plus I'm a natural born hunter, you gotta let me at least try, I've been through worse. Has Parker ever told you about Savage Land?"

Peter nodded, "That place can rival the Everfree Forest in the danger department".

Twilight looked unsure, "Still, I'm afraid something bad will happen to Logan".

Logan patted her shoulder, "Nice that you care kid, but don't worry about me, I just wanna find that young filly".

Twilight nodded, "Ok, if you insist, we can head over there right now if you-" a knock on the door occurred, "Who could that be?"

Apple Bloom went to answer the door, on the otherside was Thunderlane, "Where's Rainbow Dash!?"

Apple Bloom noticed his bad attitude, "Why do you need tah know?"

Thunderlane looked agitated, "I don't have time for your questions, where's Rainbow Dash!?"

"She's busy, you'll have tah come back another-HEY!" Thunderlane shoved past Apple Bloom

"Rainbow Dash!"

Peter approached Thunderlane, "Hey you can't just barge in like that, this isn't your house!"

"Hey screw you Parker, you're the last pony I wanna hear any crap from!"

Thunderlane tried moving to the side but Peter stood in his path, "I don't know what your deal is with me, but that doesn't justify how you're acting, Rainbow Dash is hurt right now so she cna't take any visitors".

"That brute terrorized my little brother, I'm going to rip her a new one for that, now get the hell out my way!" he knocked Peter aside and looked through the house, "Rainbow Dash!"

Peter went after Thunderlane, "Hey, get back here!" Thunderlane ignored him and went upstairs and heard some talking in another room, he barged in and found Rainbow Dash in Apple Bloom's room with Fluttershy, "There you are!"

Rainbow rolled her eyes, "What do you want?"

Thunderlane approached her, "Who the hell are you bullying my brother the way you did!?"

"Your brother lied to us about Sweetie Belle, because of him she got kidnapped by those freaks!" Thunderlane got in her face, he was fuming but Rainbow wasn't intimidated, Fluttershy was however and kept a distance while Thunderlane spoke, "If you ever put your hooves on my brother again, you're gonna be in worse shape than you are right now!"

"Back the hell away from me Thunderlane, otherwise you're gonna get my hoof up your ass", Rainbow warned.

Thunderlane looked like he wanted to strike Rainbow Dash but Peter had entered the room, "Thunderlane, get out of this house before we make you!"

Thunderlane turned angrily to Peter and approached him, "Look what you caused this time, 'hero', because some villains were looking for YOU, an innocent filly got kidnapped, who knows what they're doing to her, suppose they do something bad to her? Suppose they enslave her for life? Suppose they decide to just kill her?" That last line got to Peter a little, but not as much as this next line, "I heard one of them was a bit of a womanizer, suppose she gets raped?"

At that moment Peter grabbed Thunderlane and held him to a wall and held out his fist like if he was gonna punch him, "If you ever say anything like that about Sweetie again I'll...I'll..."

"You'll what? 'Hero'? Beat me up? The great Spider-Mane attacks civilian pony, yeah I'm sure the ponies of this world would love that headline. Go ahead Parker, take your shot!"

Peter looked like wanted to, Rainbow called to him, "Don't do it Peter, it's just what he wants, besides do you really wanna stoop to his level? Remember what your uncle warned you about!"

Peter looked a bit conflicted, as much as he wanted to punch out Thunderlane, he knew it was the wrong thing to do now. Plus if he used too much strength, he could kill him, and that would make things worse, so he let him go, "Just leave"

Thunderlane dusted himself off and walked away, not before saying one final thing, "I'm watching you both", he trotted out the room and downstairs. He approached Rarity before leaving, "I'm sorry about your sister, and I apologize on behalf of my brother, I'll do what I can to find Sweetie Belle"

Rarity nodded, "I accept your apology, I'd like a talk with your brother later though, I imagine he didn't intend for this but I still need to tell him a thing or two about lying to me".

Thunderlane nodded, "Noted", he then noticed Twilight & Logan glare at him, "I'll see you later", he then spoke under his breath, "Chumps". Thunderlane left the house, Rarity sighed, "What a fine mess", she looked to Logan, "Find her"

Logan nodded, "I'll do what I can"

Apple Bloom noticed the situation and looked out the window as Thunderlane had flown off, "That jerk, he and his brother are nothing but trouble, once I find that Rumble colt, I'll teach him a thing or two about lying about Sweetie Belle."

Scootaloo nodded, "Yeah, we'll give him a nice beating, teach him to mess with our friend."

Trixie shook her head, "Don't stoop that low girls, even if he lied, beating him up won't make things any better".

Spike nodded in agreement, "Remember what Peter said, violence like that isn't necessary".

Apple Bloom groaned, "Still though...". Part of her still wanted to hurt Rumble for endangering Sweetie Belle, she was determined to make that happen.

Rainbow and Johnny both stayed in their beds until they fully healed, with Fluttershy and Applejack watching over them. Apple Bloom and Big Macintosh were assisting in any way they could. The others had gone home, Logan insisted that Rarity stay in her Boutique while he went into the Everfree forest to find the villains. Fluttershy waited in her cottage, keeping an ear out just in case Logan might need her. Peter, Twilight, Trixie and Spike also did their part in searching for Sweetie Belle, hoping they could catch the villains.

Meanwhile on a train, The villains were on their way to The Crystal Empire. How they got on wasn't too hard, it just involved knocking out the Conductor and scaring away all the passangers, giving them a nice free exclusive ride to The Crystal Empire.

As for Thunderlane, he had just left a store, with a brand new hoodie and had a bad of paints and papers among other things, "Time to spread my message". He went home to work on his crusade against Spider-mane, hoping to start a rally for his cause, Peter Parker is nothing but a fraud.

Author's Note

Sweetie Belle has been kidnapped. Thunderlane has gone into rebellion mode. Peter's guilt complex grows. Now Rumble may be in for a really bad surprise.

Crystal Empire Invasion I

Sweetie Belle woke up a bit later, her neck hurting, "Ow, what hit me?" she looked around and saw that she was on a train and saw all the villains around her. Some were asleep like Lightning Dust, Balrog, Iceman, Gambit and Shocker.

Wesker, Vergil, Bison and X-23 were still awake however, but were simply sitting and waiting. She looked around and saw that she was sitting next to Vega, who was staring out the window.

"Vega!?" Sweetie said, alerting Vega to her.

"Oh, hello Sweetie Belle, had a nice nap?"

Sweetie Belle didn't look amused, she was clearly in a bad mood. Vega offered her a friendly smile but it didn't change her attitude.

"I don't really remember much of what happened, but I seem to remember trying to go home and you not letting me, this was shortly after you attacked my friends...well mostly Rainbow, I'm not too big of a fan of Johnny Storm, though I still think that was a bit much", Sweetie said.

"Hey, in my defense, they attacked me first, I just protected myself, nothing wrong with self-defense".

Sweetie barely looked convinced, "You brutalized them with your claw, don't you think that's a reason people call you a villain? Because you act like that? Wouldn't it it be easier to just knock them over and leave them be or try to talk this out?"

Vega sighed, "It's complicated Sweetie Belle, but if my actions have upset you in any way, then I apologize, my only purpose right now is to make you happy, you are my little malvavisco after all".

Sweetie raised her eyebrow, "What's a malvavisco?"

"Marshmallow".

Sweetie glared at him a moment, causing another nervous laugh, "Maybe I come up with another nickname?"

Sweetie sighed, "Doesn't matter, I was hoping to go home, looks like that won't be happening".

Sweetie crossed her hooves and looked away. Vega felt a small degree of guilt, very small but there nonetheless, so he started to stroke her mane, "You're very pretty, even when you're mad".

Sweetie huffed, "Yeah, whatever".

Truth be told, Vega kinda liked this attitude, she had a bit more sass to her. Vega then started to poked her a little, much to her annoyance.

"Knock it off Vega", Sweetie kept her head turned away. Vega then nuzzled against her cheek, causing more aggravation, "I said knock it off!"

"Only when you stop looking cute", Vega said. Sweetie was bemused, "I'm not talking to you, you're basically kidnapping me, when Peter, Twilight, my sister and the others come they're gonna beat you all up!"

She had an angry scrunchy face as she looked away, Vega found that cute as well, almost as cute as her squeaks when she talks. Vega then went in front of her face and looked her straight in the eye.

"What do you want Vega? I'm not in the mood for-" Vega cut her off with a kiss, Sweetie blushed a bit, almost forgetting how much she liked his kisses. Once he broke off he showed a grin, "Love me?"

Sweetie turned away in a mad blush, Vega sat back next to her and hugged her, "I'm really sorry you're going through this, I promise I'll make it up to you, I'll find the nicest restaurant in this Empire we're going to and treat you like a princess", he tilted her head to him, "How does that sound?"

Sweetie thought a moment then nodded, "Ok, if you insist...", Vega then pulled her into another kiss. Sweetie felt a little reluctant but barely fought it away. He placed her over his lap and began to make out with her, much to the disturbance of the other villains still awake.

"What a weirdo", Vergil commented.

The next morning wasn't a cheerful one, Peter had barely slept the previous night. He spent his time looking for Sweetie Belle, long after he sent Twilight home, figuring she's getting too tired, and him being the devoted husband that he was, didn't want Twilight to strain herself.

He wasn't alone, Applejack, Rarity & Logan were also helping, though Rarity herself turned in due to her fatigue, leaving the others behind. Peter was used to long nights, Logan is good at staying up and Applejack also has quite the endurance and high fatigue level to stay up but in the end all 3 had to stop, it was too dark and they were too exhausted.

Luckily some other ponies volunteered their services out of loyalty to Spider-mane and looked through the night while the others went to sleep.

After Peter had woken up he dragged himself out of bed, feeling down on not being able to find Sweetie Belle. Twilight noticed his mood and nuzzled him, "You did your best Peter".

"Yeah...but it wasn't enough...who knows where those creeps took Sweetie Belle..."

"Don't let it get you down, come on, you can eat up and we'll go look for Sweetie Belle again together", Twilight offered.

Peter nodded, shortly after breakfast he worked fast in trying to find Sweetie Belle, being joined by Twilight, Trixie, Logan & Spike. So far they had no word from anypony on where Sweetie Belle was. Peter grew frustrated, "Dammit, this is all my fault, I should have handled Wesker sooner!"

Twilight consoled him, "Don't blame yourself, we're all in this together".

Logan nodded, "Seriously, quit your bitching Parker, we'll find this girl".

Peter looked pretty annoyed at that, "Thanks for your kind words Logan...". Logan simply groaned and walked off, with Twilight & Peter following.

As they walked they noticed a big sign on the side of a house, a sign that had a crude drawing of Spider-Mane with the words, 'FRAUD' over it.

"What in the world?" Peter said as he looked at the sign.

"That ain't the only one", Logan said and pointed to a few other posters, all with crudely drawn Spider-mane pics and different tags over them, some saying 'JOKE' or 'HYPOCRITE' or Peter's least favorite, 'MENACE'.

"Um did J. Jonah Jameson come through here or something? What's with these posters?" Peter asked.

Just then Johnny & Rainbow Dash approached Peter. "Johnny, Rainbow Dash, what's going on?" he asked.

"Your least favorite pony is at it again", Rainbow said.

"Who?" Peter asked.

Suddenly they heard a voice that sounded like it was coming from a Megaphone, "Spider-mane is a plague to our society!"

Peter groaned and rolled his eyes, "I think I recognize that voice".

They all ran to the center of the village where there was a large crowd gathered, the rest of the Elements were there near the end of the crowd. They then spotted Thunderlane on a self made podium, wearing his new bluish-grey hoodie, speaking from a Megaphone while holding a sign with Spider-Mane's face and a circle with a slash through it.

"Ever since Spider-mane has come to our world he's been nothing but trouble! He nearly got our world destroyed after that Goblin dude stole Discord's power and threatened to destroy everything, just because Parker can't keep him under control! He caused a rift between our worlds, and now there's a group outsiders who came to our world, looking for Parker, who just yesterday had kidnapped a young teen filly, taking her who knows where. Why? Because Spider-Mane is causing all the trouble! Not to mention that he still has that Nightmare inside of him so who knows how long before he ends up betraying us!"

Twilight groaned, "I can't believe him, he's trying to get everyone to turn on Peter"

Thunderlane spoke again, "We can't trust him! We need him gone from this world, only then will those creeps leave! So who's ready to join my cause!? Who will stand up and rise against the oppression that Peter Parker has bestowed onto us!?"

Octavia rolled her eyes and turned to Lyra, "Can you believe this guy Lyra?"

Thunderlane glared at Octavia, "I heard that! Don't be a sheep Octavia!"

One young pony named Speeding Bullet spoke up, "Spider-mane is a great hero! He saved this world so many times! Many ponies look up to him! He's not a menace, you're just a troublemaker!"

"Hey pal, if you're not with me you're against me!" Thunderlane said.

Lyra then spoke up, "Seriously Thunderlane, what's with you!? Are just jealous of Peter!? Because he's everything you're not? A real stallion?"

Thunderlane raised his eyebrow, "Real stallion? That's weird talk coming from a mare that's dating another mare. Besides I'm more of a stallion than Peter Parker, I don't need to bitch and whine to get attention like he does. From what I hear he constantly mopes about his dead uncle probably for some sympathy points from all the mares, he acts like he can't do something so when he does it, he looks like a million bits!"

Derpy was next to speak, "You have some nerve talking about Peter like that, he's a very humble hero, when he's not saving the world, he's being our friend, he's been so kind to me an my little muffin Dinky. He's been kind to all the ponies, he doesn't need someone like you spreading rumors about him! None of us are gonna buy that Thunderlane!"

Thunderlane rolled his eyes at Derpy, "Yeah I know how you feel about that web-head Derpy! You have a crush on him, that or you just need some guy to help you raise your daughter because you bit off more than you can chew taking her in, I know you were probably lonely with your condition but get real"

Dinky growled, "Hey! Don't talk about Derpy like that! She's a great mom! Peter inspired her even more to be the best mom possible!"

Octavia spoke next, "Peter's kindness helps motivate me when I do my cello, I even made a few new songs thanks to having been inspired by him!"

Lyra spoke next, "Peter has also done his best to make me feel like I'm not some strange pony, he's proof that humans existed and thanks to him I was no longer seen as the town weirdo!"

Thunderlane muttered, "There's plenty of other reasons you're a weirdo though"

Octavia cleared her throat, "Point is Thunderlane, we're not buying into this nonsense! I suggest you take your little megaphone and those ridiculous signs and go home!"

Lyra nodded, "Yeah you're acting more drunk than Berry Punch right about now!"

Berry stopped drinking her glass of hard apple cider, "Hey!" then she passed out on the ground, other ponies looking at her with shame.

Thunderlane looked around at the crowd of ponies glaring at him, then he noticed Peter, Twilight & the others in the back. He then had a sinister glare, "You ponies are gonna regret this", he then flew off with his stuff.

The crowd simply rolled their eyes at him, then noticed Peter behind the group. He seemed to be really happy, "I wish I had you all back home where many actually believed I was a menace".

Several ponies approached Peter with smiles.

"We know you're not a menace, you're a nice guy to be around", Lyra said.

"A real gentlecolt, rare breed in fact", Octavia said.

"You're my hero, and Dinky's too", Derpy said.

"Can I have your autograph!?" Speeding Bullet asked, holding out a comic. Peter borrowed one of Spike's quills and signed it, making the pony happy.

"Thanks Spider-mane!" he turned to Twilight, "You and Spider-mane are the coolest couple in Equestria!" he then made his way home, holding his comic tightly. Peter and Twilight had a smile on their face, nice to meet a fan.

"I'm really glad you all care about Peter so much, I don't get why Thunderlane's acting how he is but we'll deal with it soon enough", Twilight said.

Lyra, Octavia and Derpy nodded. "We'll always have your back Peter", Lyra said. Soon the crowd split, all the ponies resumed their duty, leaving Peter with a smile on his face. Though nearby Dr. Hooves, Vinyl Scratch and Bon Bon were simply watching things play out. Then found their respective friend and decided to go about their day, not before shooting curious glaces to Peter and looking to Thunderlane's posters, wondering several things.

Rumble had also watched from nearby, a little ashamed of his brother for making a fool of himself. He then heard some hoofsteps and turned around to see an angry looking Apple Bloom and Scootaloo.

"We've been looking fer yah!" Apple Bloom stated angrily.

"We have a score to settle with you!" Scootaloo said with mal intent.

Rumble looked nervous and backed away, "Um...can I help you girls?"

He sweated a bit before Apple Bloom gave the order, "Get him!"

The two fillies chased Rumble through the town center. Rumble was pretty scared, to the point where he forgot he could fly and just ran towards the heroes. He then zig zagged around them, confusing the ponies, though while running he caught sight of Rainbow Dash, who looked at him pretty confused. He stopped immediately because he still had a sense of fear for Rainbow Dash for what she did to him the day prior, but stopping only allowed the crusaders to get close. Luckily Peter stepped in, "Hold it!"

The crusaders stopped and looked at Peter confused. Rumble ran behind Twilight and trembled in fear.

"Girls, why were you just chasing Rumble?" Peter asked.

"We blame him for Sweetie Belle getting kidnapped, plus his brother was being a real bonehead to you, so we took things into our own hooves", Apple Bloom explained.

Peter face-hoofed, "So what were you planning on doing?"

"We were gonna beat him up", Scootaloo explained.

This caused all the ponies to glare angrily at the young fillies. Trixie spoke first, "I thought I told you girls that was a bad idea!"

Apple Bloom turned to Trixie, "But we have to, teach him a lesson for endangering our friend, also send a message to his brother, don't mess with Peter!"

Applejack stepped him, "Young filly have you lost yer mind, ah taught you better than that!"

While Rumble was hiding, he heard a taunting laugh from another young colt, Button Mash.

"Ha ha! Rumble's getting chased by girls! What a wuss! I can handle two girls!" Scootaloo glared at Button and started chasing him, causing him to run away in fear, "Aaaaah! Mooooom!".

Peter rolled his eyes and sighed, "Mind if I talk with Apple Bloom AJ? I seem to be in the center of this so I should straighten something out, I am her 'Big Brother' after all. Besides I'm gonna need you all to grab Scootaloo before she hurts that kid."

Applejack nodded, "Sure thing Pete", she turned to Apple Bloom, "But we're still gonna have a talk about this later young filly, expect Big Macintosh to hear about this too", she trotted off with the others to find Scootaloo and Button Mash.

Johnny chuckled and turned to Apple Bloom, "We have something in common kid, scary older authoritative sisters".

Applejack turned to Johnny, "Get moving mister!"

Johnny trotted off with Rainbow Dash, who when she passed by Rumble, he felt a bit of unease. Before Twilight could leave, Peter turned to her, "Stay, I could use back-up if I need any"

Twilight nodded and sat with the group. Rumble then clutched to Twilight for safety, finding a sense of security with the Princess of Friendship. She 'awed' at that and then picked him up a little to place him on her lap while she rubbed his mane. She found him to be quite adorable, especially when he further clutched to her for protection.

"He reminds me of Mayday a little," Twilight quietly said.

Peter turned to Apple Bloom, "Now Apple Bloom, I know you wanna stand up for me and my name but this isn't the way to do it, beating up Rumble is only gonna make things worse."

Twilight nodded, "If Thunderlane knew you beat up his brother for Peter, that's just gonna give him more ammunition against Peter, ponies will get the wrong idea."

Peter nodded, "Exactly, besides Rumble wasn't doing anything wrong, you can't fault someone for being related to someone who isn't friendly, they don't choose their family, maybe Rumble doesn't agree with him".

"He probably does, he says Johnny is better than you!" Apple Bloom argued.

Rumble shook his head, "I never said that! I just said I like his powers better than Peter's...uh no offense Mr. Parker"

Peter shook his head while raising his hoof, "Please, just Peter is fine, and don't worry, you're entitled to your opinion, truth be told I'm a little envious of Johnny myself. He can fly, plus there's others who have powers I like better than my own, but I'll get to that later", he turned to Apple Bloom, "See where a misunderstanding could lead to? Now as for Sweetie Belle, Rumble didn't know what would happen, not saying he should have lied but I'm sure he wouldn't want her getting kidnapped".

Apple Bloom nodded, then Peter turned to Rumble, "As for you Rumble, I know you didn't want to get Sweetie in trouble but if you knew she was lying you needed to say something, it's a hard decision to make, but sometimes the hard decisions are the right ones. I know you feel guilty over Sweetie Belle, but accidents happen, she's more at fault for putting you in that situation and not to mention you two were kinda forced into a relationship, so don't blame yourself for this."

Rumble nodded, "Yes sir...though for the hard decision part...did you ever have to make one?"

Peter sighed, "Several, not easy but the easiest way to make them is by going with your heart and conscious".

"Even if it meant being a snitch?" Rumble asked.

Peter sighed, "The difference is that a snitch gets someone in trouble for fun, if you told somepony about Sweetie Belle, you're not doing it to get her in trouble, you're doing it to help her", Peter ruffled his mane, "We'll find Sweetie Belle, and I'm sure next time you're faced with this you'll make the right choice."

Rumble nodded, "Ok Peter", Rumble got off Twilight and turned to Apple Bloom, "I'm sorry for what happened to Sweetie Belle."

Apple Bloom partially wanted to stay mad at Rumble, but looking into his eyes and hearing his genuine apology, she simply sighed and smiled a bit, "It's fine, sorry for chasing yah."

Peter grinned, "Ah, peace, the best way to solve a conflict" Twilight nuzzled against him, "You did great".

"That's why Peter's the greatest hero ever", Apple Bloom said.

Rumble looked curious, "Um, just curious...what makes Peter a great hero?"

Apple Bloom approached Rumble, "Come with me, I'll tell you all about Peter, who knows, if I can enlighten you on Peter, maybe you can get through to yer brother".

Rumble nodded, "Ok then". Rumble got off Twilight and said one thing to her, "Thanks for making me feel safe Princess Twilight".

Twilight rubbed his mane, "You can just call me Twilight".

Rumble nodded, "Ok, bye Twilight", he turned to Peter, "Bye Peter". He then went with Apple Bloom and the two walked and talked toward the direction of The Crusader Tree house. Peter smiled at the sight of the two being friends at but felt some sadness, "This was great but we still need to find Sweetie Belle".

Twilight nodded, "Right, come on". They resumed their search for Sweetie and any sign of the villains.

Meanwhile at the Crystal Empire, the villains waited near the gate, ready to make their move.

"It's time to bring this Kingdom to it's knees", Wesker said.

He led his group through the city streets. Much to his and the surprise of everypony except Sweetie Belle & Lightning Dust, all the ponies were crystal.

"So there's a 4th breed of ponies", Wesker said as he looked around, somewhat curious, "Quite interesting".

"Looks kinda stupid", Vergil said, "I could swear this is a little girl's play set or something."

As they marched all the ponies just looked at the outsiders, there was something strange out them, especially Wesker, Vergil and Bison, those 3 just gave off an uncomfortable vibe amongst the ponies.

They continued to march as Wesker eyed the ponies, then took note of the Crystal Castle in the distance. Sweetie Belle also took note of the castle, "So we're really gonna see Princess Cadance?"

Wesker nodded, "Yes, we're gonna talk business".

Sweetie didn't like how he said that, it sounded almost ominous, "You won't hurt her will you? She's really nice, one time she let my sister do her mane, took a while but she got it right."

Wesker grinned a bit, "We'll see". That really didn't unease Sweetie Belle's emotions.

As they walked, the villains noticed the huge Spike statue. "Isn't that the dragon that was with Twilight Sparkle?" Vergil asked.

Sweetie nodded, "Spike once helped save this Kingdom from the Evil King Sombra, they defeated him once, but he came back, that's when Spider-Mane defeated him."

Vega thought a moment, "Sombra...in my language that means shadow".

Balrog chuckled, "It also sounds like Sombrero, Ole!"

Vega shot a glare at Balrog, "Oh shut up".

Sweetie giggled a bit then spoke, "He did have shadow powers, he's really strong, though Peter was able to bet him twice, he's probably the only villain that Peter killed".

That caused Wesker to stop in his tracks, "Spider-Man killed someone?"

"You mean somepony", Sweetie corrected.

Wesker grew irritated, "I am not interested in your world's grammar! Just answer me! Did Spider-Man kill someone!?"

Sweetie looked a bit taken back and scared, "I think he did, he made Sombra disappear or something".

Wesker thought a moment and then kept walking, wondering how far Sombra had pushed Peter. Wesker now believes he can potentially manipulate or twists Peter's emotions, hopefully to get Peter on his side, he'd hate to have to kill him, it would be such a waste.

They finally arrived at the castle, Vergil felt a bit uneasy and then noticed the crystal heart, "Ugh, what's that thing?"

Sweetie looked, "The Crystal Heart, it was it's love that helped give the ponies their lives back, this kingdom runs on love, makes sense that the Princess of Love now watches over this Kingdom."

All the villains swear they could gag and simply approached the door, two crystal guards approached Wesker.

"None may enter!" they said.

"I need to see Princess Cadace", Wesker argued.

"None may enter".

"You are trying my patience, let me in so I may-", spears were aimed at Wesker.

"None may enter!'

Wesker sighed, "I don't have time for this", he broke the spears quickly and knocked out one guard with a hard back hoof, then kneed the other guard and throw him through the doors to the castle, breaking them off the hinges.

Sweetie looked taken back by Wesker's strength and speed, he's so much like Peter. Wesker turned to the others, "Come on"

They marched into the castle, Lightning Dust grinned, "Wow, this guy's hardcore, I definitely made the right choice siding with him"

They marched through the halls, more soliders ran over to the group, "Intruders! Intruders!"

Wesker groaned, "Great, more of them"

The guards ran in to attack but Wesker zipped through and punched each guard, knocking them out like it's nothing.The guards didn't stand a chance, they couldn't even spot him, he moved faster than their eyes can track.

One guard got knocked toward Bison, who simply grabbed the guard and did a strong psycho powered punch to his gut and punched him away.

A few guards tossed their spears at Vergil, he simply used the Yamato to slice the spears and then rushed in and attacked the guards with the non-lethal part of his sword, not wanting to waste his time killing those not worthy.

As they proceeded through, some guards with crossbows arrived and shot arrows at the villains, Wesker used his immense speed to dodge them and attack the guards. Lightning Dust flew around and managed to knock a few crossbows from the guards before Bison flew over to punch them.

A few guards arrived with swords and tried to attack but Vergil had blocked with his sword and knocked them all off balance, allowing Shocker to blast them with his gauntlets.

X-23 ran in and slashed the armor off the guards, allowing Balrog to rush in and punch a few of them.

Iceman froze several guards in place while Gambit tossed his kinetically charged playing cards at the frozen guards.

A few guards with whips arrived to attack but Vega caught the whips with his hooves and pulled the guards off balance, allowing him to attack them both, their armor protecting them from serious damage with the claw but Vega's attacks were still deadly.

The more guards that went in to attack, the more that fell by the might of the villains. Sweetie Belle simply watched as the villains had dealt with each of the guards like it was nothing, they were quite a dangerous alliance.

Meanwhile the head guard, Flash Sentry, had approached Cadance & Shining Armor, "We have intruders, 11 ponies have entered, they're attacking every guard in sight, it's a war!"

Shining Armor heard the commotion, "I'll go see what's up", he put on his armor but Cadance went to him.

"It sounds dangerous out there!"

Shining turned to Cadance, "What choice do I have? As the Prince and Captain of the Royal Guard I must help my men".

Cadance hopelessly nodded, "I understand that, you do what you must do".

Shining nodded, "Stay here, if something happens to me, run."

"You better come back, not just for my sake but our child's too", Cadance demanded.

Shining Armor then kissed her, "I'll do my best." He went charging in.

Cadance looked to Flash Sentry, "Listen to me, I want you to go to Ponyville, find Twilight and Peter, and get them here, Auntie Celestia's letter told me about the invaders of this world, if this is them we need to be prepared, me and Shining Armor will try to hold them off, you need to hurry!"

Flash Sentry nodded, "I will", he quickly went out the window and sped away, Cadance waited like Shining Armor had asked her to, though she hated doing nothing while her husband went to risk his life.

Shining Armor went to the center of the castle where the fight was near it's end, he encountered Shocker & Lightning double teaming some guards, X-23 and Vega attacking guards with Vega licking the blood off his claw whenever he cut one of the guards, he also noticed Wesker's speed and strength, it almost frightened him but he knew what he must do, "Hey!"

The villains looked toward Shining Armor, Wesker grinned, "Well now, who do we have here?"

Shining noticed Sweetie, "Hey, aren't you Rarity's younger sister!?"

Wesker turned to Sweetie Belle, "You know this pony?"

Sweetie nodded, "Yeah, that's the Captain of the Royal Guard, Prince of the Crystal Empire and Twilight's older brother, Shining Armor".

Wesker smiled as he looked up, "So you're the prince, and Twilight's older brother, nice to finally meet you face to face".

Shining then approached Wesker, "You have some nerve coming to my Kingdom and attacking like this, who are you!?"

Wesker removed his sunglasses, showing off his glowing red yes, freaking Shining out a little, "I am Albert Wesker, I came to this world for one reason, to find Spider-Man."

Shining's eyes widened, "Are you from his world?"

Wesker shook his head, "No, I come from a world adjacent to his, see I along with some of these fine warriors here had invaded Peter's world, then we find out he's hiding in this world, when I encountered him I saw that he was happily married to your sister so instead of killing and capturing him, I decided to give him some time to consider joining my cause, he and your little sister would be my protégés".

Shining snarled, "My sister would never join you, neither would Peter! But what does that have to do with attacking this Empire? He doesn't live here".

"If I want Peter and Twilight to join me, I must prove my strength, and the strength of my allies, not to mention strike fear into the hearts of the ponies in this world, once they see what I can do to this empire, they'll realize that they could be on the end of a losing battle should they side against me", Wesker explained in cold detail.

"This won't make them join you! They're will is too strong!" Shining warned.

Wesker nodded, "Probably not, but don't worry, I'll give them plenty of chances, one here, one for Canterlot and one for any other Kingdom we find in this world, and if they truly decide not to join me...well you'll be down one brother-in-law and one little sister".

Shining growled and blasted Wesker in the face with his unicorn magic. Wesker rubbed his face a little and glared at Shining, "You'll regret that". Wesker then knocked Shining down the hall, but he rebounded and shot some magic at Wesker, but he dodged each attack and appeared near Shining. however Shining was able to narrowly avoid a punch from Wesker and blasted him back a little. Vergil rushed in and slashed at Shining but he used his magic to grab a nearby shield and deflect the sword, though the strike was strong enough to dent the shield.

Bison flew in and did his Psycho Crusher attack to Shining Armor and knocked him further back, to which Shocker arrived and blasted Shining Armor a bit. X-23 rushed in and destroyed his armor with her slices, Vega rolled in and slashed Shining Armor a few times before kicking him to a dive kick from Lightning Dust.

Sweetie watched in horror as Shining Armor was ganged up on by the villains, despite his valiant efforts, he could not stop them. He received several punches and kicks from all of them, the end came when Wesker approached Shining Armor and did several body strikes and then some head strikes before knocking Shining Armor back down several yards crashing through a wall. His body covered in cuts and bruises.

Wesker grinned and placed his sunglasses back on before proceeding with his allies to the royal quarters where Princess Cadance was waiting, "You must be Cadance".

She glared at Wesker, "What did you do to Shining Armor?"

"He's simply taking a brief nap, he'll be fine...probably", Wesker said, causing Cadance to growl.

"I won't let you take this Kingdom so easily".

Wesker grinned, "I should think not", he then gestured his head and all his allies surrounded Cadance in a threatening way.

"You should surrender while you can, otherwise this won't be pretty", Bison said as he grinned.

Cadance looked around, at the cold stare from Vergil, the cocky grin from Lightning Dust, the soulless eyes of Gambit, Iceman and X-23, the suave yet psychopathic smile of Vega, the smug grin of Balrog, the determined face of Shocker and the evil smiles from Bison and Wesker.

Cadance stood her ground, "I won't go down without a fight".

Wesker simply glared, "Suit yourself Princess"

Once he gave the signal, all the villains went to attack Cadance, despite to her limited fighting abilities she was able to put up quite some resistance, however she could not handle the power of the villains. Especially not that of Bison, Vergil and Wesker, they proved to be too much for Cadance as she was taken down. Her screams were heard by Flash Sentry as he made his way towards Ponyville, he needed help and fast.

Author's Note

The invasion has gone under way.

Credit to Marvel Solider for the Speeding Bullet character. (Before anyone asks, if you want a cameo from your OC, you can ask but I can't guarantee, but they could get a line or two, no promises though).

Crystal Empire Invasion II

Still no luck for the heroes in Ponyville, Sweetie was still missing and they were all losing some hope. Peter felt really guilty over this, the others told him not to blame himself but he can't help it, if he had handled this Sweetie Belle situation a lot better then she'd probably be safe right now.

Nonetheless he was determined to find her, though they started facing the possibilities that Sweetie was no longer even in Ponyville, they may have left down, and Logan was unable to track them, they covered their trail pretty good. Not to mention he really needed to make things up to Rarity after everything that's happened lately.

Rarity herself felt a little guilty for how rude she's been to Peter lately though. She should know better than to blame him knowing full well what happened, plus she sees how determined he is to find her sister and it reminds her of the kind and gentle soul she's known him to be.

Soon they group met back up at Sweet Apple Acres, after hours of searching they needed to make a new game plan. As they were sitting in the living room, Rarity took the moment to approach Peter, "Mind if I get something off my chest a bit?"

Peter raised his eyebrow, "Sure I guess, what's up?"

Rarity bit her lip a little, "I just want to say...I'm, really sorry Peter".

Peter looked concerned at Rarity, "Sorry for what?"

"How mean I've been to you lately. Maybe I was a little upset knowing that you and my sister, at least the future version, had sexual relations, and even more so that you pretended it was Twilight. But it's not fair to blame you, she kissed you first and given your mental state I know you just missed Twilight so much, you love her a lot and never hesitate to prove it, and I was able to understand why you yelled at her the way you did, not that I'm happy about it but I do understand".

Peter nodded, "I feel really terrible about yelling at her though".

Rarity smiled at Peter, "I know you do, because you have such a caring heart, and based on how tirelessly you've looked for Sweetie Belle despite how I've acted towards you shows me you do care a lot about her. I know you probably feel guilty so I hope this alleviates your guilt, for now I just want that behind me and hopefully we find my sister".

Peter nodded, "We will, I promise that", he went over to find the others, Rarity however felt some degree of guilt, remembering that she kinda blabbed to Thunderlane about what Peter did as well, she questions if that was a good call of judgment.

All Rarity could do is hug Peter, she hoped that it would be another good way to prove her friendship to him is still alive. Peter returned the hug and muttered into her ear, "I'll find her, I promise you". rarity nodded and broke the hug, their friendship remained in tact.

While they all sat around to discuss the Sweetie Belle situation, in the Crusaders Tree House, Apple Bloom had just finished explaining Peter's backstory to Rumble, not going into too much detail, just covering the basics, how he got his powers, the crime that motivated him to being a superhero, a few feats and the Gwen Stacy stuff, plus the kindness he's shown outside of being a hero.

"Wow, I didn't realize Peter went through all that", Rumble said. Apple Bloom nodded, "That's why he's considered by many to be the greatest superhero, and why ah consider him a big brother".

"Don't you already have a Big Brother though?" Rumble asked.

"Yeah, but now ah have two, Pinkie's got 3 sisters, why can't ah have two brothers?"

Rumble nodded, "Good point, I always considered Flitter & Cloudchaser to be like sisters so having two isn't out of the ordinary, besides he seems like a great pony to be around, though is it ok that I still like Johnny Storm's powers better?"

Apple Bloom nodded, "That's fine, like Peter says he likes the powers of other heroes, in fact one hero has a robot suit and he gave Peter a suit of his own because Peter liked the powers the suit has, plus you heard him, he wishes he could fly like a Pegasus".

Rumble grinned at that, "He'd make a great Pegasus, but I still think he's a great hero regardless, Johnny might have cooler powers but Peter is definitely a greater hero, I wish my brother could see that".

"Give him time, Peter's used to this type of stuff, once Peter deals with these villains then we can handle that part", Apple Bloom explained.

Rumble nodded, then thought back to Sweetie Belle, "I should have been more careful with Sweetie Belle, I really screwed up there".

Apple Bloom nuzzled Rumble, "It ain't yer fault, don't blame yourself".

Rumble blushed as he was being nuzzled, despite her tough as nails nature, Apple Bloom was surprisingly nurturing. He then returned the nuzzle, much to her enjoyment.

Later on Flash Sentry had finally arrived in Ponyville, he didn't take the train since it had left the station and he had no time to wait for another train, it was a long flight so he was pretty exhausted, but he needed to find The Elements of Harmony and Spider-Mane, so he moved quickly through town.

After asking around, he went to each possible location where they might be, not at the Library, not at the Boutique, not at Sugarcube Corner, eventually he found Sweet Apple Acres, he knocked and the door was opened by Big Macintosh.

"I need to speak with Princess Twilight Sparkle, Spider-Mane or any of the Elements!"

Big Mac nodded and called, "Twilight! Peter! AJ! Some fellow at the door for you!"

They each went to the door and saw Flash Sentry, each had different expressions, Twilight looked a bit worried because why would Flash Sentry be here if he's supposed to be at the Crystal Empire with Cadance, the worried look in his face further added paranoia. Applejack was confused, why was a royal guard at her farm? Peter looked displeased, he's not exactly a big fan of Flash Sentry, especially since Flash is a bit too friendly with Twilight.

"Flash Sentry? What brings you here?" Twilight asked.

"Princess Cadance sent me, the Crystal Empire is in danger!" Flash Sntry explained.

That gained a look of concern from each pony.

"What happened?" Twilight asked.

"A group of ponies arrived and attacked the castle, they laid out the guards and ganged up on your brother, Cadance sent me to get you, I came as quickly as I could"

Twilight had a shortage of breath, her brother's hurt, Peter spoke next, "These ponies, what do they look like!?"

"Um...one had a large black coat, one had a large blue coat, one had a cape and a hat..."

Peter's eyes widened, "Oh no...they're at The Crystal Empire...", Peter turned to Applejack, "Round the others, we need to go to The Crystal Empire, that's where they have Sweetie Belle!"

Applejack nodded, "Right, will do!" she rushed to gather the others, Peter then turned to Flash, "How bad was it? Anyone else get hurt? Did you happen to see if a small unicorn filly was with them?"

Flash thought a moment, "I don't remember, I saw them and ran to find Cadance, she just asked me to get you, I flew here ASAP".

"Flew? Didn't you take the train?" Peter asked. Flash shook his head, "No, the train wasn't there, so I figured it's best to fly, though it took quite a while, I hope too much damage hasn't been done since"

Peter sighed, "Great, now we're late to this! Gotta get to the tracks!"

Later after the heroes, The Elements, Trixie & Spike are rounded up, they stood around waiting for the train, Peter, who had retrieved his Spider-Mane suit, was pacing around impatiently, Twilight was also very concerned, hoping that Wesker and his allies haven't done something really bad to her brother.

Peter slammed his hoof, "Come on, where's the train!?" He paced around some more, Logan approached him, "Parker, take it easy, I know you're nervous but pacing around like this won't get this train here any faster!"

"Logan, Wesker is in the Crystal Empire, who knows how long he'll be there, we need to get there ASAP!"

Rarity stood in anticipation, she had the chance to get her little sister back, Johnny & Rainbow were eager to get some payback on Vega.

Flash Sentry approached Twilight, "Are you ok princess?"

Twilight nodded, "Yeah, just worried for my brother, he put up a good fight?"

Flash nodded, "Yeah, he did well considering he was heavily outnumbered"

Twilight sighed a bit, then Flash put his wing around her, "Don't worry Princess, we'll get there and save your brother"

Twilight smiled at Flash's kindness, though Peter didn't look to happy and approached them, "Is everything ok? I'd love to give a little reassurance to, my wife, since it's my job as, her husband", Peter made sure to emphasize the wife and husband part, Flash got the hint and backed off a little.

Johnny, decked in his Fantastic Four suit that Rarity made (and given a spell to be fire retardant by Twilight), noticed this and sensed what was going on, and being the bro he was, approached Flash, "Hey Sentry dude, come, let's have a nice chat". Johnny gestured for Flash to follow, though he led Flash to a more isolated area. Twilight groaned a bit and turned to Peter, "He's just being nice Peter, don't be jealous".

"I can't help it, he's too friendly", Peter said, then sighed a moment, "Man why do you have to be so attractive?"

Twilight giggled, "Isn't that why you fell in love with me?"

"I fell in love with your brains and personality, your good looks are just icing on the cake".

Twilight blushed and giggled from that, then nuzzled, "You always know what to say...sometimes it works against me but the times it works for me make it worth it", she and Peter shared a nice kiss.

Logan watched from nearby and groaned, "It's nice that they have each other but this whole lovey dovey crap can get very annoying".

Fluttershy approached him, "Don't be like that Mr. Logan, I think it's sweet, it's nice that they love each other very much".

"It's ok to be in love but those two are always either making out or talking lovey dovey to each other...and I swear the other night I heard them going at it. That Twilight girl is pretty insatiable and Parker has a lot of energy".

Fluttershy blushed, "Well, they're just passionate, besides they probably want another child, Peter does want a boy".

"Still...it's very annoying".

Trixie & Spike sighed, they can relate to Logan, seeing the love and affection of Peter & Twilight is nice, but can become tiresome.

Soon Flash came back with Johnny, he looked a bit freaked out, Rainbow approached Johnny, "What'd you say to him?"

Johnny grinned, "Oh nothing".

-A Moment Ago-

"Listen punk, you try to separate my boy Peter from his wife, and I'll personally turn your bones black while they're still inside your body", Johnny showed a ball of fire in Flash Sentry's face, "Do you get me!?"

Flash gulped and nodded, "Yes sir!"

Johnny made the fire go away, "Good".

-Present-

The train finally came and everyone boarded it, next stop, the Crystal Empire.

However on the way there, the train had stopped a moment.

"What gives!?" Peter asked.

"Sorry, need more coal! Shouldn't take too long! At least we hope!" A crew member stated, "Doesn't help that our conductor recently got hurt!"

"For crying out loud!" Peter shouted.

"The Parker luck strikes again", Spike said, earning a glare from Peter, "Are you serious bro!?"

Later that night, the train was en route to the Crystal Empire, but by this time everyone was asleep, except for Peter, Twilight & Logan.

Peter and Twilight were too worried to sleep at first, though over time they found themselves nodding off, Logan simply sat with his eyes rested, figuring out how he's gonna cause pain to Wesker and his group. The train continued on through the night en route to The Crystal Empire.

Back in Ponyville, Thunderlane is in his home working on his posters, he was determined to spread his anti-Spider-mane message, "Those ponies are a bunch of sheep, however the thing about sheep is that they just need to be lead, and I can do that...I can lead them to great promises, soon the menace of Spider-mane will be no more", he sprayed some stuff on his sighs, "The Revolution must begin, it's the only way to save Equestria!"

Meanwhile in the Crystal Empire, Shining Armor, Cadance and the Royal Guards have been placed in Dungeons while Bison & Vergil occupied their seats in the castle. Wesker watched over the Kingdom from the balcony as the Crystal Ponies looked up, concerned over what Wesker and his allies have done. Outside Shocker & Lightning Dust had the door fixed and assigned Iceman, Gambit and X-23 to guard the door.

Wesker spoke to the ponies, "You have new rulers now! Me and my followers have taken our first step in total control of the 3 worlds, I suggest you get used to this, soon all of Equestria will fall, as with Spider-Mane & your princesses, we already have Princess Cadance, 1 down, 3 to go!"

Wesker went back inside, leaving the ponies down below scared and confused.

In one room, Sweetie Belle is sitting on a bed, really worried and concerned over the things that are happening, Vega then appeared in the room, "Sweetie Belle?"

Sweetie noticed Vega, though didn't look too happy, "What now?"

Vega approached her, "Hormones acting up again?", he asked playfully.

Sweetie glared at Vega, "It's not hormones, I want to know what are you? Tell me the truth! Are you really just a misunderstood guy or is that just an excuse for being evil!?"

Vega sighed, "I get it, you're confused...but you need to believe me Sweetie Belle, I care about you a lot, and some things I never told you because the truth is hard to understand, but please believe me that what we do is for the greater good of everyone".

"You stormed into this castle and attacked the guards, you attacked Shining Armor, you even attacked Princess Cadance! I can't believe you hurt them like that!"

Vega sighed, "I know you're probably a little attached to them since you were a flower girl at their wedding, but to be fair, they started it, the guards aimed their spears at Wesker, Shining Armor fired the first shot against Wesker, he even gave Cadance a chance to surrender".

"Vega I may be young but I'm not ignorant, I know an invasion when I see one, the wedding I was a flower girl at had an invasion of Changlings, a group of shape shifting creatures, so I can tell an invasion when I see one", Sweetie pointed out.

"Wonder if those Changlings would be more useful than those skrulls?" Vega muttered.

Sweetie looked suspicious, "What did you say?"

Vega shook his head, "Nothing...now listen, maybe our methods are a little extreme, but sometimes you have to fight for your beliefs, Wesker believes in a world where it's survival of the fittest, only the strong survive, Vergil has a similar mindset, adapt or perish, Bison is a businessman, Balrog just wants to make money and I want to make everything beautiful, does that make us bad people? That we sometimes need to break the rules to get a better world?"

Sweetie didn't look like she was buying it, Vega did some quick thinking, "Sweetie, mi amor...lots of things are done off the book, the stuff that Spider-man does is off the book, the way he fought villains was technically illegal but he did it anyway, all the superheroes are like that. You should see the stuff that a man named Nick Fury does, even Spider-man's favorite superhero Captain America fought against the law at one point, he led attacks on official Government agents, which is illegal, but you know why he did it? Because he had a dream, he believed in it and did what he had to do to make it a reality".

Sweetie looked like she was starting to lighten up, Vega continued on, "Sometimes things must be done against the book, I'm not always happy to do what I do, even Wesker has admitted several times he doesn't wanna really fight Spider-Man, not that he can't beat him, but because he wants to help Spider-Man, he wants to give Spider-man and Twilight Sparkle a great offer to help change the world for the better".

Sweetie looked at Vega, he stared deep into her eyes and offered a suave and charming smile before speaking again, "If things go well, I could give you anything your heart desires".

Sweetie melted into his stare, he looked so charming and had a nice way with words, Vega then leaned in for a kiss to Sweetie Belle, which she returned, a very passionate kiss too. Vega then looked to see she was on a bed and had an evil thought, "Stay put".

He approached the door and then locked it before turning back to Sweetie Belle, who looked a bit concerned, "Um Vega...why did you lock the door?"

Vega didn't answer, he just approached her and began kissing her, laying her on the bed as he continued to kiss and make out with her.

Soon he started kissing her neck, lapping away at it and suckling it, much to her shock. "Vega...this feels weird".

Vega continued to kiss her all over, causing her to blush and moan, "Vega, please stop, I feel so weird

Vega grinned, "You love this and you know it Sweetie Belle", he continued to kiss her and rub her body. He was really getting into it, his kisses became more passionate, his desire for her body starting to grow.

"Vega...don't...I'm not ready", Sweetie Belle said, her blush and pants growing more.

Vega had her pinned down, "Your words say 'no', but your actions say 'yes', actions speak louder than words". He went in harder and soon enough, the deed was done. Sweetie Belle's innocence became no more.

A bit later outside the room, Vergil & Balrog are walking nearby and once they passed the door, they heard a few moans from in the room, they heard what sounded like moans and grunts from Sweetie Belle and Vega, also the sounds of the bed creaking. Vergil & Balrog looked a bit freaked out and kept walking, leaving them be.

Shocker & Lightning Dust also passed by, they were chatting a bit when they also heard the sounds of forbidden love. Shocker had an 'of course' look in his eyes and just trotted off, Lightning held her ear to the door to listen in more, until she got pulled away by Shocker.

By the next Morning, the heroes had already arrived in The Crystal Empire. This being Johnny & Logan's first time here, they looked at the city in awe, mostly Johnny, Logan was a bit impressed.

"Wow...holy crap so many crystals", Johnny said.

"What's why it's called The Crystal Empire, or as I like to call it, Equestria's Fortress of Solitude", Peter said, earning a chuckle from Johnny, "So did Superman come to Equestria too?"

Twilight groaned, she hated these weird references, and Johnny being around makes it worse since he adds to them.

Peter was chuckling a bit, but then wiped away the chuckle, "Ok, serious face time, we need to find Wesker, let's go!"

"He's at the castle, we must hurry", Flash Sentry said.

They raced through the empire, many citizens noticing and feeling relieved that Spider-mane, The Elements & Spike were here to save their empire.

Wesker noticed from the distance on the balcony and grinned, "So he's come, like a moth to a flame...I was hoping he'd find out".

They went across the city and approached the palace, "There it is!" Peter said and approached the front door, but encountered a surprise.

"Huh? who are those 3 at the door?" Twilight asked. Peter, Johnny & Logan couldn't believe their eyes.

"Remy?" Johnny said, alerting Gambit, who grabbed and twirled his staff a bit before pulling out a card and smiling as the kinetic energy charged.

"Bobby?" Peter said, alerting Iceman, who then stood on his hind legs and filled his forearms with ice and tossed a few icicles in front of him before doing a satisfied grin.

"Laura?" Logan said, alerting X-23, who stood and extended her claws from her front hooves and a third claw from the back hooves and got into a fighting stance.

Twilight looked confused, who were these ponies, and why were Logan, Johnny & Peter so concerned? "Peter, who are they?"

"Those are some friends back in my world, members of Logan's group, the X-Men", Peter explained, "The one with the staff is Remy Lebbau, or Gambit as he's called. He is skilled with a staff and has the abilities to destroy anything he touches with his kinetic powers, he usually uses playing cards charged with kinetic energy as makeshift bombs".

Gambit twirled a bit and pointed his staff at the ponies, "My master will be pleased to see you all".

Peter pointed to Iceman, "That's Bobby Drake, or Iceman as he's called, his name speaks for himself, he's able to cover his body in ice and freeze his enemies or shoot icicles".

"My ice is about as cold as the hearts of the 3 bosses", Iceman said.

Peter pointed to X-23, "That's Laura Kinney, or X-23, she's not that much of an X-Men, but she is a clone of Logan, she has many factors as him, including being able to heal like him, and is skilled in combat. She's a bit faster and a bit more precise and deadly than Logan, hence why I like to call her The Wolverette".

X-23 glared, "Getting really tired of that nickname Parker! I'm gonna rip your head off and shove it up your ass!"

Peter looked a bit taken back, "Harsh!"

"Is it me or does she sound a bit like Twilight?" Spike asked.

"Oh please Spike, she sounds just as much like me as Pinkie Pie sounds like Fluttershy", Twilight argued.

Logan looked concerned, "Looks like they're being mind controlled, like the heroes from our world, just like the other heroes, including Ben Grimm".

"Broke Reed's heart that Ben got captured...now to see more of my friends under Wesker's control...well it looks like I'm gonna have to kick his ass for that", Johnny said.

The 3 mutants stood before the heroes, ready to fight. The heroes reluctantly got into a fighting position, but before anything happened, the door opened and two more ponies stepped out, both familiar to the group.

"Lightning Dust!? What are you doing here!?" Rainbow Dash asked.

"Joining the winning team", Lightning said.

Peter got a good look at the other, "Shocker? Is that you?"

"Spider-Man...or is it Peter Parker? You've changed quite a bit, wow you look really girly as a pony".

Peter had an angry blush, "No I don't!"

Lightning looked, "Come to think of it, you do look more mare than stallion, I mean your friends look more like stallions than you do, you have that muzzle that screams mare, not to mention your mane, you almost look female, all you need are some eye-lashes".

Peter had an angry blush, "I do not look like a mare!" he turned to the others, "Do I look like a mare!?"

"You whine like one", Logan said, causing some agitation from Peter.

Twilight approached Peter, "You look fine, personally I think you're the cutest stallion in the world".

Peter blushed, but the sounds of laughter from the villains and a few of his friends caused more despair, "Great, I'm considered the greatest Superhero in at least 2 worlds, and I'm getting all flustered over whether or not I look like a mare".

Johnny patted Peter's back, "You got a damn fine wife and a adorable little daughter, whether you look like a mare or not is a moot point".

Peter smiled, "Thanks Johnny".

Johnny grinned, "Besides, you're never gonna be more manly looking than me anyway".

"Candle stick".

"Huh?"

Peter just did a mocking stare at Johnny, who in turned looked a little weirded out.

Shocker checked his 'watch', "Well that dragged on longer than I liked", he then heard some hoof steps, "Looks like the top guys are coming"

The group watched as the remaining villains had arrived, first Balrog, then Vega, then Bison, then Vergil and finally Wesker.

"Peter, great to see you", Wesker said.

Peter glared at Wesker, "Can't say that myself".

Vergil looked to Fluttershy, "Hello my dear, good to see you".

Fluttershy looked a bit scared, Logan stepped in front of her, "Don't get any funny ideas". Vergil had a scowl on his face for that.

Rarity approached the villains, "Where's my little Sweetie Belle!?"

Vergil had a somewhat grossed out face, "Ask Vega". Shocker and Balrog also had a similar face.

Rarity angrily approached Vega, "Where...is...my sister..."

"She's still sleeping, she's exhausted after last night", Vega stated.

Rarity looked concerned, "What did you do to her? What did you make her do!?"

"Not much, I handled most of the work, she just laid there and took it, she is new after all", Vega explained, then offered a sinister smile, "I had to break her in".

Rarity's pupils shrank, "What do you mean new to it? And that you broke her in?"

Vega grinned as he looked into her eyes, "Her moans were music to my ears".

Rarity looked horrified, "You...you didn't".

"I did chica...I really did".

"Yeah, he sure did, we heard it, damn they were loud", Balrog said.

Rarity looked like she was gonna have an anxiety attack, "I...I can't believe, how...", her panic started growing into anger, "You...you bastard! You slept with my sister!?"

"Didn't do much sleeping honestly", Vega said with a grin. This news caused massive outrage with the others.

"You're a sick son of a bitch Vega!" Logan shouted, aiming his claws.

"You savage varmit, how dare you!" Applejack shouted.

"You're an awful person! How could you!?" Fluttershy shouted.

Peter seemed the angriest, "How dare you take advantage of a young girl! I'm gonna make you pay for this!"

"Hey all this could have been avoided if this little puta wasn't such a stupid woman before!" Vega said in regards to Rarity. That comment earned him another slap, to which he glared, "What have I told you about striking my face?" he back handed Rarity and threatened to stab her with his claw. Johnny and Rainbow Dash then rushed in and punch Vega simultaneously.

After Vega got knocked back, Lightning flew in and tackled Rainbow Dash while Iceman blasted Johnny with his ice. Vega got up and managed to dodge an attack from Rarity and he then hit her with a German Suplex. Applejack went to help Rarity but Gambit got in front of her and attacked her a bit with the staff.

Pinkie also went in to help but Balrog rushed in and punched her hard, knocking her back a little. Trixie went to help but Shocker went in to blast her with his gauntlets, only for her to put up a shield to protect herself.

X-23 looked to Fluttershy and went to attack her. Luckily Spike managed to run in and blasted X-23 with a fire breath, only for X-23 to put her hooves up defensively and offered a sinister smile through the fire, freaking Spike & Fluttershy out a bit. As X-23 went in to attack, Spike kept shooting fire and protecting Fluttershy.

That just left Twilight, Logan & Peter to face off against Bison, Vergil & Wesker. Flash Sentry flew in to attack Wesker, only to be knocked away with little effort, his armor flying off. Twilight, Logan & Peter rolled their eyes and glared at the villains.

"Peter, you and I could form a great alliance, when I came to this world, it wasn't to kill you, it was to get you on my side, you have a gift Peter, don't waste it serving those who don't appreciate you, be the top warrior you were always meant to be, join me and I can give you and your wife everything you desire!" Wesker said.

"I have what I need, I'm not joining you! You can't corrupt my mind!" Peter said.

"Have it your way", Wesker said, then gestured his allies to attack, Bison flew in to attack Twilight, Vergil went in to attack Logan and Wesker went to attack Peter. Bison whacked Twilight around a bit and when Twilight tried to attack he would teleport out and drop a kick on her. He went to attack again but she managed to sneak in a magic blast to knock him away.

Vergil & Wolverine engaged in a clash of claw and swords, matching their blows evenly, until Vergil managed to slash Wolverine a bit. Wolverine backed up and held in his cut but when Vergil went to capitalize, Logan then slashed Vergil across the chest and then impaled him, causing a great deal of pain to Vergil.

"Stay away from Fluttershy!" Logan warned.

"That is not your command to make!" Vergil said and then slashed Logan back.

Wesker went in to attack Peter but Peter managed to block his attacks and punched Wesker back to the wall of the castle. Peter rushed in to attack but Wesker dodged last minute and then attacked Peter on the sides and then grabbed Peter and tossed him across the city, but Peter landed in a skid on the ground, and when Wesker rushed in to attack, Peter managed to punch Wesker back and then web him and toss him to the other side a long way, but Wesker turned in mid-air and landed just fine, when Peter rushed in, Wesker too rushed in and both punched at the same time, their colliding hooves causing a brief shockwave that knocked each other back a little.

Wesker huffed a little, "You're good, just as I expected".

Peter grinned, "So I've been told".

The two then ran and collided again. The citizens could only watch as a war unfolded in their city.

Author's Note

The Battle is starting.

Hope no one was too bothered by the Vega & Sweetie Belle scene. Then again I was going for that factor of discomfort so it may have worked.

Crystal Empire Invasion III

Peter and Wesker continued their matched blows, so much power packed into one punch.

"I hope you can give me a good fight Peter, you're off to a good start so far!" Wesker said.

"I'm not doing this to entertain you! I'm doing this to stop you!" Peter shouted.

"And that entertains me!" Wesker said and ran in to punch Peter back but Peter cart-wheeled and landed perfectly, and then returned the punch against Wesker, knocking him back in return.

Peter rushed in and continued attacking Wesker with his punches, Wesker holing his hooves up to block the punches, when he got back and went for another punch, Wesker had rushed in and kicked his stomach and punched him away.

Meanwhile Wolverine is engaged in combat with Vergil, slashing at him, but Vergil is able to block the attacks and knock Wolverine back before cutting him with his sword a bit.

Wolverine's healing factor allowed the wounds to heal but with Vergil's assault, that's a lot of wounds and the pain was still intense.

"Go to hell Wolverine!" Vergil shouted and slashed at Wolverine, drawing some blood but that didn't stop Wolverine one bit.

"You first!" he then rushed in to stab Vergil and slashed him all around. Vergil didn't have Wolverine's healing factor but his devil powers made him very durable.

Bison and Twilight were flying around, blasting at each other with magic and Psycho Power. Twilight zapped Bison down to a rooftop but he flew up and hit a psycho powered punch to knock Twilight away.

"Your magic is no match for my Psycho-", Twilight blasted Bison down mid-sentence and flew in to continue her attacks.

"Typical villain, always getting ahead of themselves". She continued to attack him mid-air, though this psycho power was something she wasn't used to.

Rainbow and Lightning were battling in the skies, trading and matching blows left and right. Rainbow had gotten a good strike on Lighting right in her face and followed it up with several more strikes and then punched her down to a roof, blood coming from her mouth.

Lightning flew up to attack again but Rainbow dodged and struck her side before striking her head with a kick.

"Why are you even siding with this Wesker creep!? I knew you were trouble but I never figured you for a traitor to our world", she dodged and punch and struck her gut before elbowing her down, "From Wonderbolt Cadet to Equestrian Traitor, what a fall".

Lightning growled and flew up and attacked Rainbow a bit, "It's your fault Rainbow! You and your friends cost me everything! I thought we could be friends but you turned on me the first chance you got!"

While dodging the strikes Rainbow eventually got her in the gut and punched her down to the ground, "I didn't betray anyone Lightning! You got yourself booted from the academy because you were reckless, you have nopony to blame but yourself!" she flew in to attack again but Lightning kicked her hard in the face, drawing some blood and knocking her back.

"If your friends hadn't been in that restricted area I would be a Wonderbolt right now!" Lightning Dust shouted.

"That still doesn't excuse your recklessness, nor does it excuse you from siding with a terrorist!" Rainbow shouted as she wiped blood from her mouth.

"Wesker is not a terrorist, he's a visionary! I had one chat with him and he opened my eyes to the cruel reality of this world, a world where you get judged for one action, a world where you can't get a second chance because it is ruined for you by jealousy!" Lightning shouted.

Rainbow scoffed, "Try telling that sob story to Peter Parker or Trixie, or even Princess Luna, see what they say, and I guarantee you'll feel like an idiot".

"Will you shut up!" Lightning flew up to attack again but Rainbow had punched her back down and continued her attack.

Off with Johnny, he's dodging ice beams from Iceman. "Yo Bobby! It's me, Johnny! Snap out of it will ya!?"

Iceman continued his assault, blasting Johnny with his ice beams and gliding in for strikes. Johnny was able to counter these attacks and melt most of his ice, but he still held back, not wanting to hurt his friend.

"Come on Bobby! You gotta remember me! I'm your friend Johnny Storm! The Human Torch!" he continued to dodge and at one point had to punch him back, "Sorry, didn't wanna have to do that, but you're leaving me very little choice!" Johnny said.

Iceman recovered and shot a large ice beam, which Johnny countered with a fire beam, entering a bit of a beam struggle. Johnny held back since he was afraid of hurting Iceman, though Iceman did not relent. Iceman eventually over powered Johnny and knocked him back. He went after Johnny with the intent to finish him off.

Johnny recovered and continued to dodge the attacks from Iceman, trying to figure out how to handle this.

Elsewhere Shocker is sent flying after Trixie blasted him with her magic. Shocker recovered and sent some gauntlet blasts at Trixie, though she put up a force field to protect herself and continued blasting Shocker.

"You're Gauntlets are no match for The Great and Powerful Trixie!" Trixie boasted, for old time's sake.

Shocker looked curious, "What are you a pony version of Mysterio?" He and Trixie continued trading blows, the fight was pretty much attack, block and dodge.

"Why do they call you 'Shocker' anyway? You have no electricity!" Trixie said while dodging attacks.

"I have my reasons", Shocker said and continued to attack, "Reasons you likely won't live to hear!"

Meanwhile Balrog is attempting to punch Pinkie Pie, however she is dodging the punches, and after each dodge she sneak in a punch herself. Every punch he threw, she would duck and punch him, then stick her tongue out at him. The process continued a few more times until she managed to hit an uppercut to knock him back, "Can't touch this!" She started beat-boxing the 'U Can't Touch This' song and did the Hammer Dance.

Balrog growled and continued his assault on her, though barely getting any offense.

Applejack herself had a little trouble with Gambit, between his staff and him throwing those trading cards, she was able to dodge them for the most part but he was really tricky with them, it got to a point where she had taken a blast and got knocked back.

Gambit rushed in to slam his staff down but she was able to block the attack by blocking with her hooves, though it caused her some pain, which Gambit took advantage of and used the tip to hit her in the gut before whacking her face.

Applejack rubbed her face, blood appearing on her hooves, though she merely grinned, "Tough fellow ain't ya?"

Gambit grinned and resumed his attack on Applejack.

X-23 was still trying to slash Spike and Fluttershy, but she had a hard time actually connecting with an attack since Spike kept Fluttershy at a safe distance and constantly used his fire breath to keep her back. X-23 however was able to get through and slash Spike across his stomach. Luckily his hard skin made it feel more like a scratch with no blood drawn but the pain was still there, then she used her lower hoof claw to kick-slash Spike back.

Fluttershy cowered in fear at X-23, she was like Wolverine, except faster and a bit more viscous, didn't help that she was being mind controlled, so she was basically just a mindless machine bent on destruction.

"Fluttershy! Try using your stare!" Spike suggested, still trying to keep X-23 at bay.

Fluttershy looked at X-23, but her relentless attitude scared her a little, "I'm not sure if it'll work" she ducked a slash and lost a bit of her mane, then let out a loud "Eep!"

Rarity is still fighting Vega, throwing several punches and kicks, her martial arts training coming in handy. However Vega was still able to hold his own against her and had dodged a few of her attacks and slashed her arm, causing her to back away and hold in the blood.

"Grrr, you savage! Once I'm done with you…!" Rarity went to attack again but Vega sidestepped and slashed her sides, drawing more blood.

Vega slowly licked the blood off his blade, "Such a shame, you could have been by my side, we could have ruled together…but you threw it all away, all because you want to be stubborn and foolish".

She glared angrily and went to attack again but he sweep kicked her and then stomped on her, "You have no one to blame but yourself, and maybe Peter Parker a little bit, for what happened to your sister', he stomped again and kept his hoof pressed down, "She just wanted someone to love and someone to love her back, I was the one to fill that void", Rarity angrily looked up at Vega, he started to relieve the event, "When I slept with her, it was divine. The blush she had when I pleased her, the moans she made during our lovely session, how soft she was all around her body, the loud yell she made when she reached her climax, to know that I had satisfied her", he pressed his back hoof down on her chest and looked Rarity dead in the eye, "It was breath taking".

He got off and spoke again, "But my offer to you still stands, you're both beautiful women. I would love to have you both by my side, sisters do share after all".

Rarity struggled to get up, Vega kneeled to her and grabbed her by her chin, "Come with me my beauty, we can rule the worlds together, just you, me and your sister".

Rarity looked him in the eyes angrily and blasted him in the face with her magic. That enraged him, "That's the 3rd time you have attacked my face! Do you have a death wish!?" he went to attack her again but she rolled out the way and ran in for a punch and a magic blast.

"After what you did to my sister, you're the one with the death wish!" she continued to attack him.

Peter and Wesker continued to collide, fighting through the city, zipping around at super speed. The Crystal Ponies had gone in their homes, not wanting to get caught in this crossfire. Peter had punched Wesker hard enough to knock him into the air, flying past Bison and Twilight.

Peter went after Wesker again and punched him to the ground, landing near Gambit and Applejack. Gambit looked distracted when he saw Wesker, allowing Applejack to punch him hard.

Wesker stood up a little, and found himself getting buck kicked back from Applejack and Peter webbed him and tossed him against a wall and then rushed in and started punching him against the wall, causing cracks to form behind Wesker.

Peter went back and went to attack again but Wesker dodged and Peter punched the wall instead, creating a small hole. Wesker then tackled Peter through the house and continued through the other houses and eventually landed a few blocks down.

Applejack went after Wesker through the house holes, but Gambit followed her and tossed a card at her feet, blasting her off the ground a bit.

Wesker continued to punch Peter around, blood coming out of Peter's mouth as Wesker laid it on him. He then grabbed Peter and smashed his head against some street poles and did a strong uppercut to a rooftop.

Peter shook his head and noticed Johnny and Iceman fighting nearby, and how reluctant Johnny was and took more than a few blows from Iceman, and was even stabbed in the arm at one point by an icicle.

This broke Peter's heart a bit, seeing his two best friends fight, he growled and stood up as Wesker reached the roof.

"Do you understand my power now Peter? You may be strong but even you can't hope to-"

"Shut your damn mouth!" Peter punched Wesker hard into the air and then webbed him to pull Wesker down and punched him again, knocking him far back, "I'm gonna take you down you Matrix reject!" He ran at him and did a strong kick that knocked him further back.

Meanwhile Johnny is trying to hold in the blood and then got hit hard in the face with an ice block, the ice cutting his head a bit.

"Damn, I can't believe I'm being hurt by ice! I should be able to melt this...but I don't wanna risk hurting Bobby, what if I melt him?"

Iceman then punched Johnny again and knocked him back a little. Rainbow was fighting Lightning Dust nearby and noticed Johnny getting hurt. She then punched Lightning down near a roof and flew in to attack Iceman with a punch.

Johnny noticed Rainbow Dash fighting Bobby, much to his confusion. Rainbow briefly turned her attention to Johnny, "You take Lightning Dust! I'll fight this guy! Don't worry I won't hurt him too bad!"

Johnny nodded, he hates seeing Bobby get hurt but he knows he needs to be dealt with, and that's too personal for Johnny to deal with. He flew over to Lightning, ready to fight.

"Rainbow Dash chicken out?"

"Rainbow mentioned your name before, you're Lightning Dust right? Her old teammate at The Wonderbolts Academy, man you've really fallen", Johnny said.

"I don't need to be lectured by a stranger!" she flew in to punch him but he sidestepped and kicked her gut then slammed on her back.

"Listen I don't wanna have to hurt you, you look more confused than evil".

Lightning just rushed in and tried to attack Johnny but he ducked out the way and attacked her. Ironic, once again he doesn't wanna hurt someone but it's a little less personal.

Meanwhile Sweetie Belle had gotten up, she was exhausted from the previous night, she also felt a bit sore but she also felt really great. However she heard some commotion outside and looked from a balcony and saw the fights. She saw Peter really lay it on to Wesker, she saw Vergil slash Wolverine and Twilight blasting Bison.

She ran down to leave the castle and looked around the city, she saw Trixie and Shocker blasting at each other, at one point even hitting each other at the same time, knocking each other back. She saw Applejack dodge attacks from Gambit and then rush in to ram Gambit. The most surprising thing she saw however, was Rarity engaging Vega in a fight, it looks like Vega had cut her a bit and he looked ready to kill her.

"Vega! What are you doing!?"

Vega turned to Sweetie Belle, somewhat in shock, "Oh God...Sweetie Belle, I can explain!"

Rarity then kicked Vega hard in the face and turned to Sweetie, "Sweetie! Are you ok!?"

"Rarity...why are you fighting Vega!? You're gonna damage his face!" Sweetie said.

Rarity looked a bit worried, "Sweetie, he's a bad person, we need to-" Vega then tacked Rarity and aimed his claw at her throat.

"How DARE you! When I'm done with you..." Vega looked and saw Sweetie Belle in shock, this actually caused Vega to hesitate.

Rarity then kicked Vega off and attacked Vega some more. This broke Sweetie Belle's heart, she's worried about her sister but she also cares for Vega, despite how odd he's been lately.

Rarity knocked Vega back and turned to Sweetie Belle, "We'll discuss this later! Where are Princess Cadance and Prince Shining Armor!?"

"In the Dungeon!"

"Good, get them out!" she ducked an attack, "Quickly!"

"Sweetie Belle! Ignore them, they will only betray you! Unfairly judge you!" Vega warned, then received a punch from Rarity.

"Do as I say Sweetie Belle!'

Sweetie looked a bit concerned, she backed into the castle, not wanting to see any more fighting. She looked conflicted, obey her sister or believe Vega's warning.

Peter then webbed Wesker and tossed him toward the train station. Some of the citizens boarded it in hopes to leave, but once Wesker landed they freaked. Soon Peter tackled Wesker into the train and continued his fight with him inside the train.

Spike & Fluttershy also headed to the train area, still avoiding attacks from X-23, but that didn't last long since X-23 kicked Spike out the way and started walking towards Fluttershy in a threatening way, with Fluttershy backing up into the train.

"Um…hi?" Fluttershy's greeting failed when X-23 raised her hoof, claws extended, ready to strike down before Spike had leapt on her and clawed at her head. X-23 then slammed Spike down and was about to stab down hard, but Fluttershy grabbed her hoof, "Don't hurt him!"

X-23 elbowed Fluttershy in the jaw and then turned around and slashed her face, drawing blood. Fluttershy formed teary eyes, the pain was immense plus she was close to death since X-23 readied to deal a finishing blow. X-23 was about to strike when Peter had tacked Wesker through the carts where X-23 was and knocked her out the way in the process.

Gambit and Applejack also fought into the train, Gambit's face was a bit bruised and bloodied from AJ's hard strikes, though he was impressed a little.

"You should consider joining us Mon Cherrie, you'd probably be a real warrior, Remy likes de ladies that can kick ass after all".

"Save it Casanova!" She went to strike but Gambit whacked her with his staff.

"Don't be foolish, join us, we can make it worth your while". Applejack simply tackled him to wail on him a bit.

Twilight noticed from afar seeing the fights on the train and called to her friends, "Some on the villains are on the train! We need to grab them before this fight gets too out of-", this time it's Bison who attacked Twilight mid-sentence and knocked her toward the train.

The other heroes and villains made their way to the train, the heroes hoping to extract the villains, but the other villains wanted to continue their attack on the heroes.

Peter and Wesker had made their way to the top of the train and started wailing on each other, doing hard strikes to each other. At this point both Peter and Wesker had bruises and blood on their faces, blood coming from cuts and their mouths, Peter's suit a bit torn up, as was Wesker's coat.

Twilight suddenly landed on the train herself and Bison landed his two hind feet on her chest, hard enough to cause Twilight to spit up some blood.

"Twilight!" Peter rushed in to punch Bison, "Don't you hurt my wife!" Bison shook it off and growled before attacking Peter with his own punch, knocking him to Wesker who then kicked Peter in the face.

The train then started taking off, with only the heroes and villains on it. This caused a little concern for Twilight, "The train is moving!"

Peter got up and rubbed his face, "Look on the bright side, they're out of the Crystal Empire!"

Twilight also stood up, holding her stomach, "But suppose they end up in another city and attack that city!? They could end up in Canterlot!"

Now Peter was concerned, "Not good".

He turned to Wesker who was grinning to Peter, "Where's your bright side now Peter?"

At that point, Lightning got knocked near Wesker, he looked down and saw her struggling to get up, "Having some trouble?"

Johnny approached Lightning Dust, his suit also damaged slightly, "Are you done now? Or do you wanna keep fighting a useless battle!?"

Lightning growled, "You can't deceive me! I won't join the ones associated with those who destroyed my dream!"

Twilight sighed, "Lightning Dust, we didn't destroy anything, all you had to do was apologize for nearly getting me and my friends killed, we would not have made a big deal if we knew it was an accident!"

Wesker glared, "Twilight, when I trained recruits, I always had this belief, if you're foolish enough to wander into a training ground and get hurt, it's on you. I think Lightning Dust has every reason to feel a grudge towards you".

"Who asked you Wesker!? You're just trying to manipulate as always!" Twilight shouted, "How dare you take one of my fellow ponies and prey on their insecurities and feed them these lies!"

Wesker furrowed his brow before smirking, "Preying on insecurities? Isn't that how you keep a superhero like Peter under control?"

Twilight looked agitaed, "I have NEVER taken advantage of Peter's insecurities! I'm the one who's been trying to help him overcome them, so don't even THINK about trying to twist and turn that, I love Peter and he loves me!"

"He loves you huh? Is that why he had an affair with the future version of the young girl who Vega had slept with?" Wesker asked.

That caused a shock from Peter and Twilight, and a grin from Wesker, "That's right, I know about that, thanks to Vega's charm that young girl told him a lot, information he managed to relay, I just wish I could have seen it for myself."

Twilight blasted Wesker across the train, "Don't you even dare!"

Bison took the time to speak, "Are you desperate for love to put up with a cheating husband Twilight Sparkle?"

Twilight growled and blasted Bison, nearly knocking him off the train, "Shut your damn mouth you brute!"

Wesker went to attack Twilight but Peter literally beat him to the punch, "Never hurt my wife!"

Lightning went to attack Peter but he blocked and knocked her back. Johnny went and grabbed her to toss her away, "Give up already!" Lightning would not relent, she continued her assault.

The train crew was a little freaked during the fight, they had dodged ice, fire, webs, magic blasts, exploding cards, psycho power, gauntlet blasts, light sword, and it got to a point where the crew bailed. The train was now a runaway train, zipping past all the stations.

After Wolverine had stabbed Vergil, he knocked him to the front of the train where the controls were and noticed that there was no one controlling the train.

"Shit…we got a runaway train!" Logan shouted.

While fighting, Peter had heard what happened, "I'm fighting on a train that has no control to it…why does that seem so familiar?"

Wesker then sucker punched him, "This wouldn't be the first I've heard of a runaway train, except this train doesn't have leeches; that must have been horrible for Lt. Billy Coen and that young Rebecca Chambers."

Twilight noticed the train pick up speed, "Oh no…we need to stop the train!"

Johnny got away from his fight with Lightning and approached the controls, "I got it! Shouldn't be too hard!" he searched around and found something useful, "Emergency Brakes, well I'd constitute this as an emergency".

He activated it and the train started coming to a screeching stop, causing everyone other than the ones flying to fall over a little. The train stopped not too far from another station, but the location caused some fear in Twilight's heart.

"Oh no…we stopped near Ponyville!"

Peter looked and indeed saw his new hometown of Ponyville, "Oh no".

Wesker then punched Peter hard again, this time knocking him more towards the center of town, past several civilian ponies.

They all looked concerned at seeing their hero so injured, noting the bruises on his body and the blood gushing down his face.

This was made scarier when Wesker rushed in with his speed to punch Peter, but Peter fired back with a punch of his own, knocking Wesker through the corner of a house. Berry Punch popped out the corner, "Hey!"

"Sorry Berry!" Peter shouted and then went after Wesker.

The Background Six; Doctor, Derpy, Lyra, Bon Bon, Vinyl and Octavia ran to see the commotion, they saw Peter and Wesker engaged in combat. They then saw the others leave the train area and brawl into the town.

This started catching the attention of others, such as Thunderlane, who watched from a distance with a scowl on his face, "What trouble did you bring to our town this time Parker!?"

Apple Bloom, Scootaloo, Dinky and Rumble also watched the fight from a distance; they looked impressed at the fights, though a bit scared too. Apple Bloom watched in concern as Peter battled Wesker, and the fight between Applejack and Gambit. Dinky also took note of the Peter vs. Wesker battle, getting concerned if Peter would be alright.

Scootaloo looked ecstatic to see Rainbow Dash fight Iceman, she managed to fair well, dodging his ice attacks, though a few icicles grazed her, drawing some blood, but Rainbow Dash would not relent and flew into Iceman and pummeled him. She also watched in awe as Johnny battled against Lightning Dust, noting how cool it was.

Rumble was also impressed by Johnny's battle, he's a great flyer and very quick, plus he loved seeing Johnny use his fire powers. He also watched Peter's fight with Wesker, he is amazed at Peter's strength and how much damage he can take. He also watched Twilight's battle; he was amazed by The Warrior Princess.

Aunt May also arrived with Mayday, she looked concerned as she saw her nephew battle Wesker, despite his great powers, she was always nervous whenever Peter battled, though she's only known of his identity for a few years and has rarely fought since living in Equestria.

Mayday however looked happy to see her parents fighting bad people; she cheered them on, "Go mom and dad!"

Wesker noticed Mayday and had a sinister idea, as Peter approached him, Wesker punched Peter and knocked him back, then started to approach Aunt May and Mayday. Aunt May looked terrified and kept Mayday behind her, not wanting Wesker to hurt her.

"Peter's little girl, and I take it you must be his aunt, so nice to see you, I'd really like to see that young girl behind you".

Aunt May glared, "Don't come anywhere near my Great Niece!"

Wesker stopped before Aunt May, then simply back handed her out the way before focusing on Mayday, who at this point was cowering before Wesker, "Hello little girl".

Before anything can happen, he got blasted with some magic; he looked up to see Twilight glaring daggers, "STAY AWAY FROM MY DAUGHTER!" Bison went to attack but Twilight blasted him, "PISS OFF!" she then flew at Wesker but he dodged her attack and slammed his hoof into her sides and knocked her through the side of a house.

"Mommy!" Mayday shouted, then she glared at Wesker, "You big jerk, you hurt my mommy!"

"Your mommy should never have-", Wesker was then grabbed and punched hard by Peter to another house wall. Peter rushed at Wesker and pounded against him, "NEVER HURT MY AUNT!" he then slammed Wesker against another wall, "AND NEVER EVER GO NEAR MY DAUGHTER!" he continued his assault, Wesker was taking heavy damage as Peter punched, causing a lot of bruises and internal damage, plus Wesker coughing up blood before Peter punched him hard across town, going through many buildings.

Peter panted angrily, eyes filled with rage, he then noticed Bison struggling to get up, so he approached him and started a relentless assault on him as well, "This is for hurting my wife you son of a bitch!" he then punched Bison far off.

Peter panted angrily, he felt a fury like no other, his only goal right now was to hurt all the villains, make them pay for their sins. He let out a huge scream of anger, a Battle Cry if you will.

Peter then focused on Shocker, who was trying to hurt Trixie, so he angrily approached him and grabbed him by his hoof as he was aiming his Gauntlets and started squeezing to break the Gauntlet on the right hoof and damage Shocker's wrist.

"Ow! Damn you Spider-Man!" He tried attacking with the other hoof but Peter grabbed it and squeezed that as well, damaging it.

"It's Spider-Mane now Shultz". He then punched Shocker, knocking him to a wall.

Trixie smiled in relief, "Thanks for the help Peter".

Peter nodded, "Go to Twilight, and make sure she's not too hurt, I need to deal with the rest".

Trixie nodded and went to find Twilight; Peter looked and saw Balrog still fighting Pinkie. She got a few shots on him and managed to knock him over. She then jogged in place and held her hooves high, "Yo Adrian! I did it!"

Balrog growled and upon getting up, hit Pinkie with a dangerously hard punch, knocking her over. He then went to attack again, but Peter webbed him and pulled him over and nailed a really hard punch, really knocking him out.

At that point Lightning landed near him after having been knocked down by Johnny. Peter turned to her with a cold stare, "You…"

Lightning looked a bit frightened, "Why are you looking at me like that?" Peter then grabbed her and held her against the wall, "Johnny tried being nice, Twilight tried reasoning, me, I'm not gonna bother asking you, I'm TELLING you to knock this crap off!"

Lightning looked really frightened of Peter; he had the scariest look in his eyes, "Put me down! I'm warning you!"

Peter just raised his eyebrow, "You're warning me? You!? That's not how it works around here! I'm warning you, STAND DOWN!"

Johnny approached Peter, "Hey take it easy, let me handle it".

Peter turned to him, "You're not doing a good job!"

Johnny became a little more cautious, "Peter…take it easy now…I know you're a bit stressed out but the last thing you wanna do is hurt her too badly and make things a lot worse than they already are, I know she's on Wesker's side but that doesn't mean we take things too far, she could be just a victim."

While Peter was distracted, Lightning took the opportunity to punch Peter, which really hurt her hoof. That action only enraged him and the punched her really hard in her gut, causing her to spit blood, and then he tossed her against a wall. Lightning felt her wings snap from the impact of being tossed and she laid there in immense pain.

Johnny was surprised, Peter is never like this, unless something is making him like this, "Peter…what did you do!?"

"I'm dealing with this like I should have a long time ago!" Peter looked around and found Iceman fighting Rainbow Dash and Gambit fighting Applejack.

Johnny noticed where Peter was looking, "Dude…remember those are our friends!"

Peter looked like he didn't care; he was ready to cause major damage to them. Luckily for them Applejack managed to handle Gambit by dodging one of his attacks and buck kicking him to a wall, and Rainbow hit Iceman with a hard uppercut and did a few quick punches before kicking him in the face.

"That takes care of that", Applejack turned to Peter, "Sorry if ah hurt yer friends a bit there, maybe now we can remove them devices from them and free them from Wesker's control".

"Yeah, whatever", Peter said and swung off to find the other villains. That concerned Applejack, "What's up with Peter?"

"He's stressed over something, he just slammed Lightning Dust against a wall", Johnny said. Rainbow chuckled lightly at that, "Serves her right".

Johnny glared, "That's not a good thing Rainbow, Peter probably broke some bones, you know he has a guilt complex, suppose he calms down and realizes everything?"

Rainbow realized Johnny was right, "Oh no, that's true".

Johnny groaned, "Nevermind, just get those devices off them before they wake up!"

Meanwhile Vergil had slashed Logan a bit and stabbed him through his chest and kicked him back before turning his attention to the nearby Fluttershy. At this point she was staying away from X-23's sight while Spike battled her.

Vergil approached Fluttershy with an evil smile, but Logan leapt up and impaled Vergil from behind and tossed him against a wall. Logan rushed over to X-23, "Laura, stop!"

X-23 turned to Logan and glared, "You…!" She rushed at Logan but he managed to dodge and elbow her down. He then slashed the device she had on that controlled her mind.

"There, that takes care of things", he turned to Fluttershy, "You ok there kid?"

Fluttershy rushed over to Logan and hugged him, "Thanks Logan, you're my hero!" Logan returned the hug, "No problem kid".

Spike groaned, "Hey, what about me? I fought that crazy mare across the country practically!" Fluttershy approached Spike and hugged him as well, "Thanks Spike". Spike returned the hug, "Anytime Fluttershy, that's what friends are for"

Logan couldn't help but smile at the show of friendship, but the smile faded when he heard Vergil approaching. "I'm going to end you once and for all Wolverine!"

As Vergil went to attack, Peter arrived and punched Vergil's side really hard and kicked him up in the air before webbing him and slamming him down. Then he picked up Vergil and punched him a few times before punching him once more towards another part of town, same direction as Wesker and Bison.

Logan looked impressed, "Sweet Jesus, what's gotten into you Parker?"

"I took care of the villain, is that an issue!?" Peter shouted, scaring Fluttershy and Spike. Logan glared, "Take it easy Parker, you're very dangerous when you get carried away".

"Whatever, there's still one more left…where's that sick pervert Vega!?"

Peter swung around to look for Vega and found him on the other side of town, he had Rarity dead to rights, he stood over her and held his claw at her neck.

"You've brought this on yourself! If you joined me like Sweetie Belle did then you'd be in better shape than you are now!"

Rarity looked up at him in anger, "When Sweetie Belle finds out about this…she won't love you any longer".

Vega sighed, "Such is the price, I have a job to do, besides there are other mares, Sweetie isn't the only one that Parker's probably damaged emotionally…I wonder if Princess Luna is feeling lonely?" he looked down, "It doesn't matter, you will die now".

Before he can slam his claw down, Peter grabbed his claw and punched his ribs hard, before grabbing his claw and breaking it in half. He then punched Vega to a house and started pounding at him, his punches causing facial damage to Vega, and even punching stomach more, breaking several ribs, blood pouring from Vega's mouth.

"Don't look pretty now, don't you!?" he punched again, "You sick bastard! How dare you sleep with Sweetie Belle!" he punched again, and then grabbed Vega's fore-hoof and started bending it, much to Vega's pain, "I'm gonna break every single bone in your body you stupid son of a-"

"Peter behind you!" Rarity shouted.

Peter was so angry he wasn't paying mind to his Spider-Sense. Suddenly a hoof went right through his chest, Peter then coughing up a lot of blood. He looked behind and found Wesker glaring at him with an evil smile. Wesker had been badly banged up but recovered enough energy for a Rhino Charge.

"PETER!" Rarity shouted as Peter's body fell limp, Wesker shaking Peter's blood off his hoof. The others had arrived in time to see the damage; Peter was lying down nearly dead while Wesker stood over him in a triumphant way.

Twilight looked like she was gonna have a meltdown, "NO! PETER!"

Wesker was then joined by Bison and Vergil, who had also recovered from their beat down as they stood over Peter's body. Wesker then turned to the heroes, "You're strongest fighter has fallen, soon all of you will fall".

Wesker , Vergil &=and Bison went to approach the other heroes as they got into a defensive stance, but suddenly Bison was blasted back by a blue fireball after a loud "HADOUKEN!" was heard.

"What the-?" Vergil was then blasted back by a purple electric energy.

Wesker looked up and found himself blasted by a grenade launcher.

The heroes turned around and saw 3 Earth Ponies on a nearby roof. One pony had a yellow coat, long white mane and a long red trench coat with a sword on his back and two guns in his possession. One pony had a green coat with black mane and a bullet proof vest and a handgun in a holster, shotgun on his back and a grenade launcher in his hooves. A third one had a white coat with a black mane, he had a red bandana on his head and was in a fighting stance.

Wesker looked up and noticed the ponies, "It can't be!"

Vergil also noticed them, "You can't be serious!"

Bison shook his head and noticed the 3 ponies, "Did…did they come through the portal!?"

Logan stared at the ponies; they looked very familiar, "Those ponies, are they…?"

The 3 ponies got off from the roof and landed between the two parties. They turned around slowly to acknowledge Johnny, Logan, Trixie, Spike & The Elements with a glance, then focused on the 3 villains.

Wesker glared, "I didn't expect to see you here".

The green pony spoke first, "We're here to bring you back Wesker, you have caused a lot of trouble on the other two worlds".

The yellow one spoke next, "You've caused a lot of trouble bro".

Vergil growled, "Don't call me 'bro', I refuse to acknowledge you as my brother, you're a disgrace!"

The white one spoke next, "Come peacefully or we will use more force".

During the stare down, Twilight turned to Logan, "Do you know who they are?"

Logan nodded, "I think so…the one with the long coat is Vergil's brother Dante, the one with the vest is Wesker's old pupil Chris Redfield, and the one with the bandana is Ryu, a legendary fighter that usually deals with Bison".

Twilight seemed to remember what Peter had said once, something about twin demons, S.T.A.R.S. and Street Fighting, "They're from the Capcom World correct?"

Logan nodded, "Yeah, I have fought Ryu several times in my life, he's a tough fighter".

Ryu, Chris and Dante stared down Bison, Wesker and Vergil. The villains weren't sure if they had enough left to deal with fresh fighters, though they weren't sure how to deal with this. At that moment, Shocker stumbled over to the villains, with Lightning over his shoulder and noticed the stare down. He aimed a gauntlet but remembered that Peter destroyed them, "Damn…come on!" he did his best to make it work.

The 3 Capcom heroes continued staring down the villains, "Are you gonna come quietly, or by force!?" Chris asked.

"Please say Force, we're really bored", Dante said.

Shocker continued to attempt his blast until his thing started beeping, "Oh crap!" he managed to get it off and toss it at the Capcom heroes.

Chris noticed, "What the hell?" the beeping became faster, "It's gonna blow!"

Everyone ran for cover, the explosion took out part of some houses and caused a lot of smoke to appear. Vergil quickly summoned a portal so he and his allies can escape, though he made sure to grab Vega before heading in with Wesker, Bison, Shocker & Lightning Dust.

Everyone coughed and once the smoke dissipated, the villains were gone.

"Dammit!" Chris shouted. Soon enough Logan had approached him, "Looks like you've decided to join the party".

Chris glared, "I take it you're Wolverine, I recognize your hair, and your voice, plus your claws were just out a moment ago".

Logan nodded, Twilight then approached them, "We're so glad you're here, welcome to Equestria, I am Princess Twilight Sparkle, and I-"

Dante started laughing, "Twilight Sparkle? What the hell!?" he started laughing again, annoying Twilight.

"And that's funny because…?"

"Your name reminds me of those stupid vampire movies, and did you say princess? Are you some pretty pony princess who spreads the kindness of love and friendship all over the world?" he continued laughing, much to Twilight's annoyance.

"Yes, I do in fact, I am the Princess of Friendship and-"

Dante laughed harder, "Good God Almighty, seriously!? Princess of Friendship? Is there a Princess of Love too?"

"Yeah, my sister-in-law Cadance".

Dante laughed harder, Logan turned to Twilight, "Maybe you should stop telling him things, he's just gonna twist it into something humorous".

Chris turned to Twilight, "Let's make something clear, we don't really care to be here because none of us like the idea of being ponies, we look ridiculous, we're just here to grab Wesker, Vergil and Bison and then go home, so save your welcomes".

Twilight looked a bit upset; so far two of them weren't very friendly. She then heard the groans of pain from Peter, "Peter!" she rushed to him to check on him, his wound still pretty fresh, "Oh no, we need to get you to a doctor!"

Johnny approached her, "Don't worry, he'll be fine, remember Peter's tough, he'll live from this", at least Johnny hoped he would, but he needed to make sure Twilight wouldn't freak too much.

Twilight looked a bit teary, she was really nervous but Peter managed to speak, "Don't worry Twilight, remember I'm The Amazing Spider-Man, I can take a few blows, it's nothing new", he coughed up blood a little.

"You may be The Amazing Spider-Man, but you're still my husband, and I hate seeing you like this", she hugged him close, though not too tightly, she didn't wanna aggravate the injury.

Then Dante's interested peaked, "Wait…That's Spider-Man? So those stories are true? He did come to a world of ponies and married one? Wow…that's really, really…that's really gay", he started laughing more, Twilight was getting really agitated with his attitude.

"I'm getting veryannoyed at your attitude pal! You do not come to my world and insult me or my family! And you damn sure won't insult Peter! Especially after the fight he had against Albert Wesker!"

"Whoa, princess…watch your language, you're a pretty pony after all", Dante mocked.

Twilight looked like she wanted to hurt Dante really badly. Dante then approached Peter, "How the mighty have fallen, you were considered a great hero, now look at you, you couldn't handle Wesker and on top of that, you're a fucking pony with a wife named after some stupid movie series, I feel bad for your kids, if you have any".

That enraged Peter, "Don't you talk about my!" he stood up but fell over in pain, causing the others to rush to him, then Johnny got in Dante's face, "Hey buzz off, unless you wanna get burned!" he showed off his fire.

"Fire? Wait is that The Human Torch?" Chris asked.

"Damn right I am Mr. Zombie Slayer", Johnny said.

Chris glared, "You're not funny, also you look even more ridiculous as a pony".

"So do you, how'd you get here anyway?" Johnny asked with annoyance apparent in his voice.

Dante spoke up, "We ran into your brother-in-law, by the way, you can thank us for saving Ben Grimm, we freed him from Doom's control and he told us everything, between Reed Richards and a little help from Chun Li and Nathan Spencer, we managed to come to Equestria".

Johnny looked concerned, "Wait, Reed sent you? Or did you just ask to come?"

"Now here's the thing there Johnny boy"

"Don't call me Johnny Boy", Johnny warned.

"Yeah whatever, Reed was a little stubborn with us, so we had to rough him, your sister and some girl with daggers up a bit".

Johnny's eyes widened, "You attacked Dagger, Reed, and my sister!?" Dante held his hooves defensively, "No I didn't attack your sister…Ryu did, I attacked Reed and Chris went after that Dagger girl".

Johnny glared at Ryu, "Why you!" he went after Ryu but he side stepped and did a hard punch to his side.

Rainbow rushed Johnny to check on him, "Johnny!" She angrily turned to Ryu, "Hey go away you jerk!"

"His fault for trying to start a fight he wasn't gonna win," Ryu said.

Chris sighed, "This isn't important, what's important is that Wesker and his allies are gone, now we need to go find him", he looked to the others, "I suggest you all take the bench on this, we'll handle it from here, from the looks of things you have no idea what you've gotten yourselves into", he looked to Peter, "Especially you, runaway".

Chris walked off with Dante and Ryu. Ryu shot one glance at Peter, "Spiders…never any good", he then walked off while Peter was in pain, "This could not get any worse".

At that point a voice from a Mega Phone was heard, "Oh yes it can". The ponies looked up to see Thunerlane, sitting on the roof looking really smug. "Sup Parker?"

Peter groaned, this time not from the pain, "Not you again."

"What do you want!? Can't you see that Peter's hurt!?" Twilight asked.

"It's his own fault, he claims to be this big time awesome hero yet he can't even handle a few ponies, even with his super powered buddies helping. Those other three ponies seem to recognize Parker for the disgrace that he is!" Thunderlane said.

"Watch it pal!" Johnny warned. "We still got strength left to take you on right now!"

"Wow, that's very heroic, attacking a pony over a few harsh words, if you can't handle that then maybe you shouldn't be heroes," Thunderlane said, then looked back to Peter. "Honestly you do more bad than good half the time, look at the damage you caused this town! How can you protect the world if you can barely protect the ponies around you! How are we suppose to live in peace if you cause crap like this to happen Parker!?"

Peter tried standing up, wanting to say more but could barely move.

"Peter, don't over exert yourself, especially not for this low life," Twilight said.

Rainbow Dash glared up, "What's your deal with Peter anyway!? Shouldn't you be more grateful to him!?"

Thunderlane scoffed, "You want to know what my deal is? For the last five years all I've had to hear was how 'Amazing' Spider-Mane was, and how much of a great pony he is. What makes him so different than others? Because he has weird freakish powers!? On top of that he's an alien from another world that pretended he could fit in! Then he brought so much crap with him, between that freak trying to take over the multiverse, and now this group that has traveled from another world just to find Parker, and from what we've seen, they'll do just about anything to get to him! How is that keeping us safe!? His presence is a danger to all of us yet everypony ignores it because Peter is oh, so special and all the mares just love him and want to sleep with him, and all the guys are jealous and want to be like him. Thankfully I'm not one of those guys, I know I'm just as good, no, I'm BETTER than Peter Parker, a guy who needed Superpowers to even be relevant. Quite honestly if he didn't have those powers, he'd probably be some nerdy loser while the rest of us lived on in Harmony, after all this world got along just fine before Peter Parker showed up!"

Peter coughed a little before he looked up angrily at Thunderlane, "You think I wanted this to happen!? I do want ponies to live in peace! I try to keep you all happy! What I don't get is why are you so upset about that!?"

Thunderlane glared down at the hero. "Simple, you're not doing a very good of protecting us, quite honestly I'm almost certain you're in it for the fame, because you want the glory of being a hero and having all these mares surrounding you, that way you'll feel better about yourself while every other pony needs to feel so insignificant around you! Even my brother is starting to wish he were like you, because he feels that's the only way he'll even matter. He looks up to you, and it infuriates me that a guy like you is something my brother wants to be like!"

"That's your own fault for not being a good enough role model to Rumble!" Twilight shouted.

"I try! But no matter what I or any other stallion tries to do, it's not good enough because we're not Peter Parker! We have to put up with your husband's so-called perfect attitude, to the point where we're compared to Peter, that to be the perfect stallion, or at least the perfect Pony, you have to be like Peter, and honestly that's very hard to prove! Peter Parker gets handed everything because he runs around in some goofy looking suit while pretending to be a hero! But he's no real hero! A hero keeps places safe, not bring danger. Your husband's a fraud! Also quite honestly you and your fellow Princesses are frauds too! I'm sure other ponies feel that way but they know better than to speak up. That's why I'm here, to help their voices be heard! We'll no longer buy into the false claims of this Empire! We're gonna show that you, your Princesses, your friends, those other so-called heroes and your husband are nothing but a shame to this world! Your faults will be exposed!" Thunderlane gave a pitiful glare to Peter. "Also, to quote what that guy with the red coat just said, I really feel bad for your daughter, after all it's not her fault that she was born into a family like yours, to have a father like you who's likely gonna cause her more grief than happiness, because worst of all, she'll be expected to follow your example, and it's gonna be tough for her."

Peter looked furious, "Leave Mayday out of this!"

"Hey like I said, I have nothing against Mayday, I hope she turns out better than her father, because you are a sorry waste of a pony that never belonged in this world." Thunderlane said. Suddenly he heard some ponies land behind him. He turned to see Luna and some guards. "What? Are you upset about what I had to say?"

"After everything you just said about my sister and my friends, you bet I'm upset, you're coming with us!" Luna threatened.

Thunderlane put his hooves up slowly, "Fine, I surrender, I'll go peacefully and-", he threw down some smoke pellets and flew away quickly.

Luna coughed a bit before turning to the guards, "After him!"

They flew after Thunderlane but he seemed to be long gone. Luna approached Peter to check on his wounds, "Peter…don't worry, I will help you".

Peter nodded and smiled, "Thanks Luna".

Soon enough X-23, Iceman & Gambit arrived, they looked really confused.

"So…someone mind explaining a few things to us?" Iceman asked. Gambit & X-23 looked just as confused. Logan approached them, "Come, we'll explain everything".

They nodded and approached Peter, they did what they could to help him while he was in pain, the doctors soon came to check on him, this battle was still not over.

Author's Note

Hope the battle did not disappoint, and obviously it's not over. But Peter can't catch a break it seems.

Thunderlane's attitude is similar to a character from the Batman comics.

Recovering from Battle

Later at the Golden Oaks library, Peter is being treated for his wounds he suffered at the hooves of Wesker. Nurse Redheart had made a house call and was able to help treat him a bit, but Peter's natural healing factor would take care of things eventually.

The others were all banged up slightly themselves; Twilight's ribs hurt a little, Fluttershy's face was scarred and everyone else were covered in bandages to cover their cuts and bruises.

Luna had gone out to check on the damages to the town, and assist those who may have been hurt in the crossfire. The guards have also arrested Balrog and are taking him to Canterlot for questioning. The heroes rested in Twilight's Treebrary.

Even Aunt May was recovering from Wesker's attack, she was hit hard but no major damage, just some upper back pains. But she stayed upstairs with Mayday while everyone downstairs healed, they didn't want Mayday to worry too much, especially knowing that Peter nearly got killed.

Twilight looked so concerned; the fact that Peter could have been killed by Wesker was such a burden on her, especially seeing firsthand how dangerous Albert Wesker is.

The formerly controlled heroes were also being tended to, Gambit took some damage from Applejack and Iceman took some damage from Rainbow Dash. Luckily it wasn't too bad for them, just some bumps and bruises. X-23 was able to heal from her injuries thanks to her healing factor, though she looked like she was in a really bad mood.

"Hoo Wee", Applejack said, "That was some battle we had".

Johnny nodded, "No kidding, we battled across this country practically, tough bunch they were".

"Yeah, then Peter went into 'Ass-Kicker' mode, taking down all the villains", Rainbow said and approached Peter, "That was pretty cool Pete, we're proud of you".

Trixie nodded, "You were of great help, especially against that one with those powerful blasts from his hooves".

"You faired really well against Shocker Trixie, he's no joke, Peter said.

"Yeah, Shocker almost killed him at one point, and that the only reason Shocker didn't go through with it is because he was told not to", Johnny said.

"The best part is knowing what you did to Vega", Spike chimed in, "I like how you probably messed up his so called pretty face for good, that'll teach him to mess with Rarity and sleep with Sweetie Belle".

Rarity glanced up at Spike looking very annoyed, causing Spike clear his throat nervously, "Too soon?"

Rarity sighed, "I can't believe he did that to my sister, my darling little Sweetie Belle, she was so innocent too".

"Barely, she has quite an attitude", Johnny bluntly stated, Rarity looked like she wanted to attack but Applejack calmed her down.

"Rarity, yer still hurt, wait for your cuts to heal, you lost quite a bit of blood, don't stress out", Applejack then turned to Johnny, "And watch your mouth there! Suppose that happened to yer sister!?"

Peter nodded, "Seriously Johnny, imagine if Doom slept with Susan, would you want someone saying that stuff?"

Johnny shuddered, "Dude, mental images! I don't want to imagine that scumbag sleeping with my sister!"

"Then be careful with what you say about Sweetie Belle, she's not a bad filly, she's just at a confusing point in her life, Vega is obviously taking advantage of her vulnerability", Peter sighed, "Probably another thing I've screwed up recently"

Twilight nuzzled against him, "Don't blame yourself, Vega manipulated her into this, not you".

Rarity nodded, "She's right, I feel so terrible for even putting that in your head, I don't blame you for how you've acted, maybe I should have handled this better myself."

"We all should have, maybe throwing her into a date with Rumble wasn't a good idea, it was simply a meaningless distraction", Twilight said.

"Speaking of which, where is that kid?" Johnny asked.

"He went with Apple Bloom to find his foal-sitters, things are gonna be a little off for him nowadays, especially considering his brother's gone rogue", Twilight explained.

Applejack looked concerned, "Mah sister's with that kid?"

Twilight nodded, "Yeah, she offered to keep him company while he went to talk with his foalsitters, he looks a bit unsure of things right now"

Applejack groaned, "Ah don't think ah want mah sister with that kid, considering how his brother is."

Twilight looked a bit disappointed on hearing that, "Applejack you can't fault Rumble for something his brother did, he looks like a really nice colt, unlike Thunderlane Rumble respects Peter and he doesn't cause trouble".

Peter nodded, "Yeah, don't blame Rumble for how Thunderlane's acted, it's not fair to the kid".

Rainbow rolled her eyes, "You can't be serious Peter".

Peter turned to her, "I'm very serious".

"Pete, his brother is one of the reasons Sweetie Belle got kidnapped, because he kept a secret, I should know, I asked him about it", Rainbow said.

Peter glared a bit, "I know you asked him. I also know you basically threatened him, I mean seriously Rainbow Dash, grabbing a colt by his foreleg and getting in his face didn't make you look very good and probably gave Thunderlane extra ammo against us. I remember when he was being chased by Apple Bloom and Scootaloo and when he saw you he was scared to death, that isn't good Rainbow Dash!"

Rainbow crossed her forelegs, "You're too soft sometimes Pete, once in a while you have to get rough, especially when a friend's in trouble, that's why you beat the living crap out of those villains, you knew enough was enough."

Peter held his head, "Oh man, the things I did to them…they might be evil but I may have gone too far, especially on Lightning Dust. I may have broken her wings, what if I crippled her?" he groaned and rubbed his head.

Rainbow patted his back, "Hey relax now, she's evil remember?"

Peter looked up at Rainbow Dash, clearly annoyed, "That's not a good reason Rainbow, maybe she isn't evil, for all we know she's a confused mare".

Johnny stepped forward, "She is, I can tell from our fight and the lack of confidence in her voice somewhat, she's just lost and confused and really could use a friend or something".

Rainbow turned to Johnny, serious look in her eyes, "I tried being her friend once, it backfired on me, and it nearly got all my friends killed".

Peter sighed, "Like I said before, she just needs a kick in the right direction, it worked for Trixie".

Twilight nodded, "Peter's right, based on what I saw, she looked really upset, I think Wesker did manipulate her feelings, she could probably be saved if we work fast, maybe Trixie can help, their stories are almost similar".

Trixie nodded, "I would love to help, and if you can get us in the same room I can guarantee that Lightning Dust could be our friend, I have an idea on how she's probably feeling now".

Twilight smiled and nodded her head, "Great plan, and Applejack, don't cause any trouble with Rumble, he's a sweet little colt and I would hate if there was some issues with him, and you too Rainbow Dash"

Applejack and Rainbow Dash simply groaned, barely giving an answer. Peter turned to Rarity, "You won't fault Rumble for anything either…will you?"

Rarity thought a moment, "I guess not, he didn't know what was happening…still, I don't even know if I'll be able to stand the sight of him right now, while he didn't mean it, he did get my sister raped, so it's gonna be hard for me to get past that".

"You mean besides the fact that his brother is into you?" Rainbow simply pointed out.

Rarity glared, "Like I said, my love life is none of anypony's concern".

Pinkie spoke up, "Come on, let's not fight, we won, this is call for a party!" Everyone glared at Pinkie either sympathetically, confused or annoyed, "What…no party?"

"Pinkie, Peter nearly got killed and those villains were ready to keep fighting, the only reason they left was because those 3 jerks showed up, I don't constitute as a win, more like we simply survived", Rainbow said.

"Oh…" Pinkie pondered, "Well, maybe still have a party anyway since Logan and Johnny never really got their party, plus the 3 new friends we have", Pinkie pointed to Iceman, Gambit and X-23. Iceman and Gambit simply waved, X-23 just sat there angrily.

Twilight approached the trio with a friendly smile, "Since you're no longer being controlled by Wesker, I think now's a good time for us to have a proper introduction, now mind telling us your names?"

Gambit nodded, "Oui, my name is Remy Lebbau, I am known to the X-Men as Gambit. As you have seen I have the power of Kinetic Energy, and I am really great at cards."

Twilight nodded, "Ok, nice to meet you Remy", she turned to Iceman, "How about you?"

Iceman nodded, "Name's Bobby Drake, and I am known to the X-Men as Iceman. As the name implies, I have ice based powers, you can say my powers are, really cool", he gave a cheeky grin.

Twilight rolled her eyes, "I take it you make puns too?"

Bobby nodded, "Totally, me, Johnny and Peter love goofing around like that".

Johnny grinned, "That's right Twilight, the 3 of us can drive you out of your mind". Twilight glared at Johnny, causing him to turn away nervously.

"Anyway", she turned to X-23, "How about you? Anything you'd like to tell us about yourself?"

X-23 just sat there, barely eyeing Twilight, "Name's Laura".

Twilight blinked, "Ok...Laura...anything you'd like to tell us about yourself?"

Laura eyed her, clearly a bit annoyed, "That's all, name's Laura, I have claws, the end."

Twilight looked a bit taken back, Logan stepped in, "Laura, these ponies are here to help, now drop your attitude".

Laura glared at Logan, "Don't tell me what to do, I never asked to come here, I just wanna go back home and be done with this".

"Laura, if you go back you might get captured by Doom again and sent back here with Wesker, do you really wanna go through that again?" Logan stated very sternly.

Laura just sat there, barely eyeing them, "Whatever, I really don't care".

Logan sighed and turned to Twilight, "Don't mind her, she's just a little moody sometimes, if you listen to her backstory, you'll understand".

Twilight nodded, "Sure thing, maybe this is just a huge shock to her, we'll give her time to adjust".

Logan nodded, "Yeah, she'll mellow out".

Bobby spoke, "So...would you ponies mind introducing yourselves?"

"Sure thing", Twilight stepped forward, "Well, my name is Twilight Sparkle, Princess of Friendship and The Element of Magic, I am also the wife of your friend Peter".

Peter nodded, "Yeah, she is, the best thing in my life too", Peter kissed her cheek and earned a giggle and blush for it. Bobby, Remy and Laura found that incredibly sappy.

Applejack stepped forward, "Mah name's Applejack, Ah run the Apple Family Farm, Sweet Apple Acres and Ah am the Element of Honesty".

Remy grinned at Applejack, "Remy likes de girls with the country accent".

Peter rolled his eyes, "How many girls have you dated that have country accents besides Rogue?"

Remy glared, "Not important Peter, Remy just likes what Remy likes"

Peter rolled his eyes, "Can someone interrupt this please?"

Pinkie stepped up with a big smile, "My name is Pinkie Pie! I work at Sugarcube Corner, I love making Parties, I am The Element of Laughter, and I like long walks on the beach!"

Peter face hoofed, then Rarity stepped forward, "My name is Rarity, I run my own Fashion Line at the Carousel Boutique and I am The Element of Generosity".

"Oh, Fancy Pony", Bobby said.

Rainbow Dash flew in, "Name's Rainbow Dash, fastest flyer in Equestria, and a local weather pony, I'm the Element of Loyalty!"

Johnny spoke up, "She's also the coolest chick in Equestria, 20% Cooler than any of these other ponies".

Rainbow buffed her chest, "You heard it straight from Johnny Storm's mouth".

Bobby grinned "Impressive".

Twilight looked very annoyed at Johnny's comment, as did the others.

Fluttershy stepped forward shyly, "Um...I'm Fluttershy, the Element of Kindness, I take care of animals".

Bobby chuckled, "So are you Logan's personal nurse?"

Logan wasn't amused, "Shut up Bobby"

Trixie stepped forward, "I am Trixie Lulamoon, a close friend to Twilight and Peter, I'm also their roommate"

"A roommate...or a 3rd?" Bobby said with a grin, much to the annoyance of all the ponies around him, except Rainbow and Johnny, who were secretly chuckling.

Spike cleared his throat, "I'm Spike, Twilight's assistant and like a little brother to her and Peter".

Remy nodded, "It is nice to meet you all mes amis, perhaps we can be the greatest of friends", he looked to Applejack, "Some more than others".

Applejack turned away, somewhat blushing. Peter spoke again, "Would you like to meet my daughter?"

Remy and Bobby nodded eagerly, Laura just went with it, "Sweet, follow me"

They all started going up to Mayday's room, though Laura approached Fluttershy, "Hey...sorry for clawing your face", she said a mostly straight face.

Fluttershy could sense the regret in her voice, indicating her apology, while not too friendly, was genuine, so she smiled to Laura, "It's fine, don't worry about it".

Laura nodded and went up with the others. Logan approached Fluttershy, "Do you htink you can help with her? She has a beast complex so you could be a great influence on her".

Fluttershy nodded, "Sure thing". They went upstairs to see Mayday.

Meanwhile a portal near the Crystal Empire Castle had opened. Wesker and his allies exited and went to the palace doors. Wesker was a bit hurt but nothing too visible, same with Bison & Vergil. Shocker was hurt but he managed and had Lightning Dust on one shoulder, Vega on the other, both were barely moving and barely conscious.

"I can't believe my idiot brother's here! With his allies too, damn, this is gonna make things hard!" Vergil angrily stated.

Wesker opened the door to check inside, "It is a setback Vergil, but nothing we can't bounce back from".

"It's gonna be hard, our captives are freed of our control and we left Balrog behind, now we're just 6, and half the team is severly injured", Vergil acknowledged.

Shocker spoke up, "Hey I'm fine, Lightning and Vega took most of the damage, they can barely move".

Wesker checked in the castle some more, making sure no one was gonna ambush them, "They'll recover", he finished checking and turned to the others, "Let's go".

They all went in the castle when suddenly they were approached by Sweetie Belle. The first thing she noticed was Vega, "Oh no! Vega!" she rushed over to him, he was barely moving, "What happened?"

Shocker spoke with an annoyed tone, "Your ex-boyfriend Peter Parker, he also brutalized Lightning Dust".

Sweetie moved Vega so he could rest on her while she helped him to a room, though he was a bit heavy she managed. Wesker approached her, "Where are the others? Are they still in their dungeons?"

Sweetie barely spoke, she turned to Wesker, "Don't be mad, but I let Cadance and Shining Armor free, but I told them to leave, I just felt so bad for them so I wanted them to at least leave The Crystal Empire".

Wesker looked furious, "You, did, what!?" His eyes glowing an angry red. Vergil also looked pretty furious as he glared at Sweetie Belle.

Sweetie looked a bit scared at the two villains glaring at her, "I had to do something, they're my friends!"

Wesker groaned, "Nevermind, as long as they're gone', he then focused on Sweetie Belle, "But if they return here, we will kill them, and you'll only have yourself to blame!"

Sweetie looked a bit taken back from that, she just moved along with Vega, especially to get away from Wesker. Wesker sighed and approached the Throne Room with his other allies, except Shocker who went to take Lightning Dust to rest from her beating.

"Now what Wesker?" Vergil asked. "Now, we wait, once we're all healed, we make our next move, but first I need to contact Dr. Doom, we need more allies and we need for him to make sure no other threats come, be our world or the Marvel world".

Vergil nodded, now Bison spoke, "After all that, what's next?"

Wesker thought, "We need to strike another blow, at this point Spider-Man likely doubts himself after his defeat at our hooves, we had him dead to rights, no doubt that can eat at him psychologically, plus we have more of an idea on what makes him tick, the love he has for his family and friends, if we can manipulate that, then we're golden."

"Do you really wanna provoke him anymore? He's very dangerous when angry", Vergil said.

Wesker nodded, "I am aware of that, but he also seems to lose control, so we can capitalize on a mistake, when he was beating Vega he paid no mind to his surroundings, making it easier for me to impale him. Now chances are he may be alive, if he's anything like me, a hoof through his chest won't be enough to kill him, but it's a start".

Vergil nodded, "Whatever you say", he then left Wesker alone.

Bison also left while Wesker pondered to himself, "Peter Parker is one of the strongest beings I've encountered, if I can get him under my control then that would do wonders for me, same with Twilight Sparkle. Their weakness is indeed their love for their friends and family, all I have to do is beat them down psychologically and prove my physically superiority, then I can get them on my side, the 3 of us will be the most powerful beings in the 3 worlds, and why just stop at 3 worlds? My world has encountered so many other worlds, I can't wait to visit them alongside my new allies", he chuckled to himself as he sat back.

Author's Note

Just a recovery moment, more to come.

More Issues Arise

Soon nighttime came, a chance for everyone to rest from the events of this busy day. Fluttershy offered to let Laura stay in her house. Logan was asked if he wanted to join but he figured its better if he didn't spend too much time with Laura due to their uneasy relationship. Plus Logan trusted that Fluttershy could handle Laura, but he would be there if he needed.

Remy preferred to live on Applejack's farm, preferring a simple life, plus he's taken a liking to Applejack. Rarity offered Bobby a room in her home out of her own Generosity.

In the Parker-Sparkle home, Peter went to lay in bed, still banged up from the fight he had. Thanks to his incredible healing factor though, he would likely be fine by morning. He's been through worse, whether it be from his own enemies like Green Goblin or Equestrian enemies like King Sombra, so in comparison Albert Wesker wasn't that bad, though he is arguably one of the most sinister guys Peter has encountered in his life.

Twilight crawled in bed next to him and cuddled next to him, "Let me know if I hurt you by mistake".

Peter held Twilight close to him, "You could never hurt me, besides...", he looked into her eyes with a mock sad look, "I could really use your attention, it would make me feel much better".

Twilight giggled, "You're so cute sometimes", she stroked his mane, "You had me so worried today though, I thought for a moment that creep killed you".

Peter chuckled, "Gonna take more than that to kill me, hurt like crazy though", he looked to her, "The only bad thing about this stuff is not me getting hurt, but seeing you so worried".

"Aw, so sweet always thinking of others," she kissed Peter a bit, "I don't care what the likes of Wesker, Dante or Thunderlane say, you're the most sweetest and caring pony in Equestria, and the nicest hero from your world and the best husband a mare can ask for."

Peter looked to the side, "Eh, I don't know about the 'Best' husband, I'm ok maybe."

Twilight shook her head, "Peter, contrary to what you might think, you're a great hero, a great father and a great husband."

"Not that great, I couldn't stop Wesker, he nearly killed me", Peter stated.

"Things happen, you'll bounce back, besides he got lucky, you're still a great father and husband".

Peter bit his lip a moment, "About that...".

Twilight glared, "About what? Is this about the Sweetie Belle thing?" Peter nodded lightly, Twilight groaned a bit, "I told you I'm not mad, you were in a dark place, you were just desperate for affection and things just happened, you've made it very obvious you regret it and that you don't love Sweetie Belle or any other mare, only me."

"I just feel...I feel that it wasn't needed, and while that happened because I was feeling in a dark place, it's because I couldn't protect my friends, I let Trixie die, I let Dinky die, I screwed up with time travel, I honestly thought I would never see you again", Peter wiped a tear, "And it just broke my heart, made me realize that it could happen If I'm not the hero I should be. What would I do if I lost you? I'm worried that I could move on just easily, but I can't see myself with anypony other than you."

Twilight nuzzled against him, "That future won't happen, because we'll be together and do what's needed to win. Besides, there were some things you just couldn't help, besides I saw that she made the first move, not you, so you can't fault yourself for that" she pulled him to look in her eyes, "Also, if something did ever happen to me, you have my permission to remarry, I want you to be happy".

"Not happy without you...though I once thought that with Gwen...oh God I am a terrible person", Peter put his hooves over his face.

Twilight however pulled them down, "You're not terrible, there's nothing wrong with moving on, if heaven forbid something happened to you, would you want me to not move on?"

Peter shook his head, "No way, you actually deserve to be happy".

"And so do you", Twilight sighed, "Listen Peter, I don't know how else to tell you, I love you, and I forgive what you've done, and I believe you when you say you love me, I just wish I knew how to make you move past this, help you overcome this grief".

Twilight rested her head on Peter's chest, he proceeded to rub her head, "Just promise you'll never leave me Twilight"

Twilight nuzzled to his neck, "I promise, I'm here for you always"

Peter nodded and laid back, Twilight resting her head on him hurt a bit but he just wanted her close to him, he can handle the pain.

"Wonder how the others are fairing in their new homes?" Peter wondered.

At Applejack's farmhouse, she had just grabbed some sleeping material for Remy, she was gonna sleep in the barn. She dragged a mattress, pillow and blanket.

"Need some help mon poni ami?" Remy offered.

Applejack shook her head, "Just fine here, Ah can handle some hard labor, ah am a farmer after all, I've pulled heavier, this is light in comparision, besides yer mah guest, wouldn't be very hospitable if ah made you pull this."

"A hard worker huh? And friendly", he did a suave smile "Remy like dat in a woman, one who can handle herself and work as hard as a man."

Applejack chuckled, "You like speaking in the 3rd person huh? Just like our friend Trixie used to do, you got quite an accent there too, like he ponies in some backwoods."

"Born and raised in New Orleans, Cajun country. Not a city boy like Parker and Storm, though I do live in New York nowadays with the X-Men," Remy explained.

"Lot of you heroes living in this New York place nowadays?"

Remy nodded, "Yeah, you'll find plenty of heroes in Manhatten, whether it was Spider-man, Daredevil or The Fantastic Four, granted some also live outside New York, you'll always find a hero in The Big Apple".

Applejack raised her eyebrow, "The Big Apple?"

Remy again nodded, "It's one of New York's nicknames, not sure where it came from though".

Applejack smiled, "Sounds so neat, truth be told there's some things about your world I'm curious about myself"

"If you'd like, we can go somewhere nice tomorrow, treat you to a nice lunch and tell you a few stories, though I'll need you to point out where it is", Remy explained.

Applejack looked at him with a smug smile, "You asking me on a date there partner?"

Remy chuckled a bit, "Guess so".

Applejack rubbed her chin, "Ok, why not? Couldn't hurt, just a date after all, kinda weird, we barely know each other, and earlier today you tried to kill me, even then you flirted with me, oh and there's also the fact that I'm a pony and you're a human in a pony form".

Remy did a 'sorry' type chuckle, the cleared his throat to speak, "Yeah, well the whole point of a date is to get to know one another, not like you're agreeing to be my girl and besides, even if you are a pony, Remy don't mind. In fact it raises my curiosity".

Applejack realized he had a point, "True, ok Remy, date it is then", she dragged the mattress into the barn and set it down, "Now get some rest, it's been a long day."

Remy nodded, "Will do, and thanks for your hospitality". Applejack tipped her hat, "No problem". Applejack left Remy to sleep, he rather liked her, cute for a pony, besides if Peter can do it, why can't he?

At the Carousel Boutique, Rarity had shown Bobby to his room, "You'll be sleeping here, hope it's comfortable enough for you".

Bobby entered inside the room got on the bed, "Feels fine, still nice of you to house me though, Peter sure has some nice friends".

Somehow that nagged at Rarity's emotions a bit, "Yeah, nice friends..."

Bobby noticed her voice trailing and the uncertainty in her eyes, "You ok there? You look like something's bothering you".

Rarity shook her head and put on a fake smile, "No, not at all", she did a fake chuckle to seal the deal, but Bobby wasn't buying it.

However he could tell she was upset and didn't want to press the issue, "Ok, if you say so".

Rarity nodded and started closing the door, but Iceman spoke again, "Though if you ever need someone to talk to, I'm here for you, I know we barely know each other but if you're a friend of Peter, then you could be a friend of mine."

Rarity put on a more honest smile, "That would be very kind of you."

Bobby nodded but said one more thing, "I'm sorry for what happened to your sister by the way, I promise we'll get her back".

Rarity looked a bit glum at the mention of her sister, especially knowing what Vega did with her, but appreciated Iceman's kindness, "Thank you, well goodnight". She had closed the door and walked to her room. Bobby was a nice guy, she would like to get to know him a little better.

At Fluttershy's place, she had set the bed for Laura. Since she only has one bed she would let Laura rest there while she slept on her couch. As the host she's willing to give up her bed for another.

Laura walked into the room, all the while wearing an unhappy expression on her face. She wasn't too thrilled about being stuck in this world, or being a pony for that matter, not to mention so far, she finds Fluttershy's kind nature to be weird, annoying and cliché.

Fluttershy turned to Laura, "Oh, there you are, I have the bed ready for you, I hope it's comfortable enough".

Laura simply crawled in the bed and laid in it. It was comfortable enough for her, but it didn't change her mood much, "Thanks...".

Fluttershy noticed her tone of voice sounded a bit unfriendly, but she wouldn't judge, Logan explained she was somewhat of a troubled youth, so Fluttershy would be understanding. Not to mention she also understands the fact that Laura is in a situation still new to her and it's a bit stressful for her.

"Let me know if you need anything, I'll be in the living room."

Laura just eyed her, "Fine, whatever", she turned away from Fluttershy in an attempt to sleep.

Fluttershy simply backed out the room and closed the door, "She just needs a little adjustment, and a little caring".

Fluttershy went to her couch and lain on it, her bunny Angel looking at her with crossed arms and eyeing the pathway to Fluttershy's room.

"I know she's not friendly, but Logan said she's always like that, she had a hard life and was forced into a world she doesn't know about, all she needs is a little affection and some friendship lessons and she'll be happy".

Angel didn't look convinced but he simply shrugged it off, figuring that Fluttershy probably has this under control.

Laura herself couldn't understand this situation. "That mare, why is she so nice? She hardly knows me, probably just some act, that's gotta be it. Not like I care, once I have the chance I'm out of here."

At Rainbow Dash's place, she's busy reading her Daring Do book while laying on her bed, a little bedtime story for her. She heard Johnny approach the room and hid the book, she didn't want him to know that she likes to read, she was worried it would cause him to think differently of her.

Johnny walked in and went to his mattress and plopped down, "Man I'm beat, hell of a day today, fighting evil, seeing your best friend go ape-shit, almost get killed, some rebellious pony talking crap, return of some friends, and to top it all off, those jerks from Capcom are here."

Rainbow nodded, "Yeah, quite a day, but it was still kinda fun, well other than the whole life threatening situations, it was good to really go at it".

Johnny laid back, "All in a day's work, oh well, I'm beat, night Dash".

"Night Johnny", once she was sure he was asleep, she pulled the Daring Do book out again and read with a flashlight. Johnny peeked at Rainbow while she was reading and smirked a bit before closing his eyes. She can tell him when she wants to.

Back in the Crystal Empire, Sweetie Belle is tending to Vega's wounds. He was still out cold at this point, she was just wiping away all the blood and placing ice packs on him and putting medicine on his cuts to help preserve his handsome face.

"I hope you'll be ok Vega, I would hate it if these injuries were permanent", she continued to tend to his wounds, and kept going until she too fell asleep, right next to him.

The next morning, Vega started to stir, he got up and noticed Sweetie Belle next to him, she was cuddled next to him and sleeping with a blush on her face.

Vega stroked her mane, causing her to wake up and look happy at him, "Morning".

"Good morning mi amor", he tried sitting up a bit, but felt an immense pain in his ribs, "Oh God! So much pain", he groaned a bit, "How did this happen anyway…wait…I remember", Vega had a flashback to when Peter beat him down, damaging every part of his body with his punches, "That damn Peter Parker!" he held his ribs more, "Once I get my hands, er, hooves on him I am going to-", he held his ribs, barely able to breathe.

Sweetie helped him lay down, "Don't move, you're really hurt, I just spend last night cleaning up your cuts and getting you comfortable, don't want you to aggravate an injury".

Vega groaned, he hates being bed ridden, "Fine, but once I'm healed Parker's gonna have his blood spilt".

Sweetie looked unsure about hearing that, she doesn't want Peter to get hurt, or any of her friends, but she finds it weird to know that Peter did this to Vega. Though she knows how scary Peter can be when he's mad so it doesn't surprise her too much.

Suddenly she felt herself being turned by Vega to his direction, looking her straight in the eyes, "I do thank you for tending to my injuries, you're a precious mare to me", he pulled her in for a kiss which she graciously returned.

Soon Shocker and Lightning Dust had arrived in the room, Shocker walking on his hind legs with his forelegs wrapped up in bandages & Lightning having bandages on her wings and clearly in a very bad mood.

"Looks like you're feeling better", Shocker said.

Vega nodded and noticed what happened, "Any reason you're walking like that Shocker? And Lighting Dust, what happened to your wings?"

Both answered the same response, "Peter Parker"

Shocker explained first, "Parker sprained my wrists, so I can't walk on them for a while"

Lightning was next, "That jerk threw me against a wall, he broke my wings, the doctor isn't sure if they'll heal right; I'm probably gonna be a cripple thanks to that so-called hero!" She felt some tears come to her eyes which she turned away, not wanting the others to see her pain, "I want revenge on him, I want him to suffer for what he did to me!"

Shocker patted her back, "We all do, for now though Wesker says going after him is foolish, especially since our X-Men captives were left behind along with Balrog, now it's just the 6 of us, or seven If you count the little unicorn there".

Vega rubbed his head, "Now what though? So we stay here until we are healed?"

Shocker shrugged and shook his head, "I'm not even sure, between Parker and his friends knowing where we are, plus the fact that this little filly here freed the Royal Couple that lived in this castle, we might have to move".

Vega glared at Sweetie, "I told you not to free them! That's gonna jeopardize everything!"

Sweetie's demeanor saddened, "Sorry Vega, I just felt so bad for them, but I did tell them to leave far away so they couldn't come after us".

Vega rubbed his face, "It isn't that simple Sweetie, because of what you did that means they'll be able to get more back up and…", Vega cooled his jets when he saw that Sweetie looked on the verge of tears, then he retracted a bit, "I'm sorry, I didn't mean to yell, I know you care about your friends but by releasing them, now Wesker is gonna target them".

Sweetie wiped away a tear that managed to escape, so he pulled her in for a hug, "I shouldn't talk to you like that, you did help me out big time, based on that I won't be angry with you", he kissed her head and smiled, "I love you".

Sweetie's tears were no longer trying to come out, she smiled and hugged Vega, "I love you too Vega".

Shocker & Lightning Dust did a 'gag' motion, which Vega noticed, "Hey, you got a problem?"

"No, we just didn't expect you to be all lovey dovey there", Lightning said.

Vega looked annoyed, "That wasn't lovey dovey, it was honesty".

"Sure, whatever you say lover boy", Lightning said. Vega face hoofed, "Moving on…what is Wesker's plan now?"

"Now Wesker wants to leave The Crystal Empire soon, he doesn't expect the heroes to attack yet since we gave them quite a thrashing but given Parker's healing abilities, he might be here soon, at least when his wife filly heals", Shocker explained.

"I see, guess we may need to move soon, though depending on how badly beaten my ribs are, it will likely take weeks to heal, unless…" he turns to Sweetie, "Any chance you know some healing spells?"

Sweetie shook her head, "No, I never learned any healing spells". Vega groaned, "Never mind then, perhaps they can find a unicorn and make them do a healing spell".

"Hope so, none of us are capable of fighting right now, which will be hard when the heroes return, besides if we're too useless, I'm pretty sure the bosses will have us killed or something", Shocker said.

That caused Lightning to freak a bit, "Wait, no one told me that part!"

Shocker calmed her down a little, "Relax, if anything happens we'll just flee, you me and Vega could form our own little gang if anything, Sweetie Belle can be our mascot."

Sweetie looked annoyed, "I have a better idea, how about no!"

Shocker glared, "Watch yourself filly".

Lightning sighed, "This sucks, first I get booted from The Wonderbolts, then I join Wesker because I thought he could help and now that I'm injured, he might dispose of me", she sat back, "I'll never catch my break."

Sweetie Belle pitied her, "Why did you join Wesker anyway, why are you so sad?"

Shocker nodded, "Been pretty interested myself".

Lightning sighed, "A few years ago I joined The Wonderbolts Academy alongside one of Twilight Sparkle's friends, Rainbow Dash, we were a great team. I was lead pony and she was wing pony, we were unstoppable, great friends, and then she revealed her true colors when she went behind my back to complain to Spitfire about her position and when her friends nearly got killed from something that was their fault".

"And that fault was…?" Shocker asked.

"Me and Dash made a tornado, but the tornado hit a hot air balloon that knocked Rainbow's friends off the balloon, but they shouldn't have been there, it's a training ground, it's dangerous!"

Shocker nodded, "It's like walking into a minefield and trying to sue the army".

"So I get booted and humiliated, no place else would take me because word already got out, some elements they are, bunch of hypocrites I would say, Wesker gave me a second chance that nopony else would give me, though it would suck if I became useless to him", Lightning said.

"We'll figure something out", Shocker said.

Sweetie had an idea, "I know, instead of fighting, how about all of you become friends with Peter, Twilight and the others?"

The villains just stared at her a moment, then looked to each other and started laughing in a mock tone before they glared back at her, "As if".

Sweetie looked disappointed but it couldn't be helped I guess. But she loved Vega and hoped she could change him for the better.

Back in Ponyville, Peter is walking with Mayday to Sugarcube Corner. He felt a lot better since yesterday, his healing powers paying great dividends and went to get something from Sugarcube Corner for himself and the whole house.

"You ready to get a treat for you, me, Mommy, Uncle Spike, Auntie Trixie and Hairy Uncle Logan little May?" Peter asked.

Mayday giggled, "Daddy, it's not nice to call Uncle Logan hairy. He looks nice, like a big teddy bear".

Peter chuckled, "A Teddy Bear? Did you ever tell him that?"

Mayday nodded, "Once, he got grumpy though but then he started smiling".

"Lucky you, if I said that, he'd beat me up", Peter said.

"Uncle Logan says you make people angry when you talk, is that why those mean ponies hurt Auntie May yesterday?" Mayday asked.

Peter shook his head, "No, they're just bad guys, bad guys that your daddy beat up and sent them packing".

Mayday smiled, "You're the best daddy", she then hugged him "You're the greatest superhero ever!"

Peter chuckled a bit, "And you're the greatest filly ever!"

They both giggled as they walked into Sugarcube Corner. Johnny and Rainbow Dash were already there, drinking a milkshake. Actually they were competing on who could drink it faster, "FINISH!" they both said, "I won! No I won! Seriously I won!" they said simultaneously, "Pinkie!"

Pinkie shrugged, "Not sure who won, I'll get you some more", she noticed Peter and Mayday, "Hi Peter! Hi Mayday!"

"Hi there Pinkie".

"Hi Auntie Pinkie!"

Johnny called them over, "Yo Pete, little May, over here".

They approached the Pegasus duo, "Hey Johnny, hey Skittles".

"Hi Uncle Johnny and Auntie Rainbow Dash", Mayday said.

Johnny chuckled, "Uncle Johnny, I feel so honored," He ruffled her mane, getting a giggle from her. "Such a cute filly, maybe she and Franklin can have a little get together, I think they'd get along."

"That would be nice, once we find a way to save our world, but we need to deal with Wesker and his allies, they're likely back at The Crystal Empire, question is that is everyone ready for another assault? Rarity got hurt pretty badly, Remy and Bobby are also recovering, you and Rainbow took some damage, even I don't feel 100%" Peter said.

Johnny shrugged, "Not sure, but we should hurry, get Sweetie Belle back after all"

Peter sighed, "Sweetie Belle…all the trouble that's revolved around her…".

Johnny noticed Peter was sad, so he turned to Rainbow, "Mind taking Mayday and going to Pinkie? I need to chat with Peter alone a moment, its bro talk".

Rainbow nodded, "No problem, do your thing Johnny". They did a hoof bump as Rainbow took Mayday with her. Johnny turned to Peter, "Start Speaking".

Peter sighed, "It's this whole Sweetie Belle thing, Twilight told me not to make a big deal out of it but…"

Johnny leaned in to listen closer, "Just start from the beginning, I saw it myself in that Crystal Ball but I want to hear it from your Point of View".

Peter nodded, "As you know, earlier this year, I did a science experiment that sent me into the future, where I was considered dead and Queen Chrysalis ruled, the evil Changeling Queen with an attitude like Morrigan, just without the looks".

Johnny nodded, remembering that from the crystal ball, and Peter continued, "It was awful being in a world where Twilight was dead, Mayday was dead, Rarity, Apple Bloom, Scootaloo, Derpy, Fluttershy, Felicia, even the princesses, they were all dead. I teamed with Rainbow Dash, Applejack and Sweetie Belle, all of whom were aged up, especially Sweetie Belle, longer hair, latex suit…."

"Basically she became really freaken hot", Johnny stated.

Peter glared, "Dude, seriously".

Johnny nodded, "Sorry, go on."

Peter continued speaking, "She had the latex because she was paying tribute to Felicia, and she was really flirty, it made me a bit uncomfortable, I still loved Twilight, though I hated being in a world where she was dead".

Johnny nodded, "Makes sense, go on bro".

"Then things went to hell, I saw Trixie Die, I saw Dinky die, hearing the stories of how everyone died, from Twilight, to my daughter, the fact that I may never go home, I mean you remember that crystal ball right? Not sure what popped up since I barely remember anything when I use it but", he rubbed his head a moment, "It just started pounding at my head, at one point I just felt…empty…like nothing, Sweetie Belle tried cheering me up, but I was too depressed, that's when my greatest mistake happened…when I slept with her".

Johnny nodded, he remembered THAT popping up, "Yeah, that, I remember the first time you told me…well you didn't tell me but I could tell by your body language, then seeing it for myself".

Peter sighed, "When I woke up I felt like I did the worse thing ever, because as far as I was concerned I was the worse person in the world, and that's when I decided to stop screwing around".

"You became a man on a warpath…"

Peter nodded, "Exactly, I honestly didn't care who would die that day, because we both had sins to pay for. Thankfully I came back to this time and I confessed to Twilight, but she didn't hate me like I expected, she told me she understood the situation, which I still don't get, how could she forgive me just like that?"

Johnny looked Peter in his eyes, "Because she knows better. Peter, what you did wasn't out of forbidden love nor did it sound romantic, you were just in a bad place in your mind. You didn't' love Sweetie Belle, you just needed someone to care for you, now granted I don't think seducing you like that was needed but it seemed to help".

"But that's the thing, I hate that I needed to do THAT to snap out of it…what does that say about me? What If I don't truly love Twilight?" Peter asked, clearly very worried.

Johnny looked concerned, "Peter…how much do want to prove your love to Twilight?"

"More than anything in the world, more than anything in the 3 worlds, or any other world, you get the point".

Johnny nodded, "I thought so, and it bothers you that you slept with another girl, but perhaps that's the solution to this problem".

Peter glared at Johnny, "What are you getting at?"

"Now hear me out Peter", Johnny said, "You feel unfaithful to Twilight because you slept with another mare and it's causing you to doubt your love for Twilight, you're confused, so the best way to deal with this is to sleep with another mare, maybe a few other mares, just get it all out of your system, and then you can focus on loving Twilight".

Peter looked like he wanted to punch Johnny all the way back to the Marvel world, or even try to punch him to the Capcom world, point is he really wanted to punch Johnny.

"ARE YOU SERIOUS!?" he shouted, getting the attention of everyone in the shop, including his friends. Peter realized his outburst and sat down and spoke lower, "Are you serious? You just told me a moment ago that sleeping with future Sweetie Belle wasn't necessary, and you also want me to be happy with Twilight and you don't want anyone coming between that, what happened to all that?"

"It wasn't necessary, but you already went this far, might as well end it", Johnny said, "I'm not saying to leave Twilight, but maybe consider this as a way to realize that while anyone can be good for sex, it means nothing unless it's with someone you love dearly. Once you sleep with another mare you'll finally realize that you love Twilight and she's the one for you".

Peter glared angrily, "You're actually serious? You want me to cheat on her? Sneak around like that?"

Johnny shook his head, "You don't have to sneak around, why not just run it by Twilight, explain the situation and I'm sure she'll understand".

"Johnny…she'll kill me, an angry Twilight is the scariest thing in existence!" Peter said, a little freaked on the idea of telling Twilight this.

"How scary can she be?" Johnny asked.

Peter tapped his chin, "For one, I'd rather fight Green Goblin, Dr. Doom, Magneto, Dormammu and Loki by myself, hand tied behind my back and blindfolded than deal with an angry Twilight".

Johnny blinked, "I'm pretty sure you're just exaggerating, my advice, just relax, be honest and don't make it seem like a joke, just be honest"

Peter sighed, "Fine, but this better not come back to bite me, or I'm kicking your butt!" he approached Mayday and grabbed the desserts and walked off. "Say bye Mayday."

"Bye-bye," Mayday said, waving to Johnny as Peter carried her home.

"You'll thank me for this soon enough Peter", Johnny said.

Rainbow approached him, "Wanna come to Cloudsdale with me? I've wanted to show you around for quite a bit".

Johnny nodded, "Sure thing, let's go". The two flew off to Cloudsdale while Peter went back home with Mayday.

Once in his home, he put the snacks on the table, "Here you all go, enjoy". Trixie, Spike and Logan grabbed their treats, Peter looked to see that Twilight wasn't here, "Where's Twilight?"

Spike pointed up, "She's upstairs, and she's waiting for you".

Peter nodded and went up to their shared room and entered, "Twilight?"

He saw her lying on the bed under the covers somewhat seductively, "Are you feeling better today?"

Peter blushed from that, "A little".

Twilight used her magic to lift the covers up, "Good, I've been waiting for you to heal up, that way we can have some fun together." She wiggled her butt a bit, hoping to get Peter more excited.

It worked, Peter smiled eagerly at seeing his wife acting seductive, "I don't need to feel 100% to be with you! I'll be with you even if I'm near death". He went on the bed and gave Twilight a quick yet rough pat on her butt, getting a pleasurable gasp from her.

Twilight then lowered the covers on them, leaving only their top halves as they started to make out.

Peter crawled on top of Twilight and started to kiss her passionately. "Oh Peter, you're so good", Twilight moaned as Peter kissed her.

"Because I love you Twilight, and only you", Peter said while kissing her neck.

"I can tell", Twilight said as Peter continued. After a moment she let out a large pleasurable gasp, "Oh that's the spot Peter".

Peter moaned a bit while he blushed intently, "Yeah, this always feels great, every moment I'm with you is heaven", Peter said and continued to kiss and pleasure her.

Twilight also moaned a bit as she nodded, "Makes you feel better about that whole Sweetie Belle thing right? You still have me, you don't need to feel regret."

Peter nodded, "Yeah, I don't care what Johnny says, I don't need to be with another mare".

Twilight's eyes widened, "Say what?"

Peter realized his slip, "Uh, how about we just kick things up a bit and forget what I said?" Peter nervously chuckled after that.

Twilight wasn't having it, "What did Johnny say?"

Peter realized there's no dancing around this, "The thing is...I talked to Johnny about the Sweetie Belle thing, his response was to do this with another mare, so I can appreciate you even more, but I really don't want to, so I basically told him he's insane."

Twilight barely showed any emotion, "I see…where is he?"

"Um, last I saw him he was at Sugarcube Corner, but he might not be there anymore".

Twilight nodded, "Right", Twilight pulled away from Peter, "Um Peter I hate to do this, but we're gonna have to cut this session a little short".

Peter formed sad eyes, "But we barely got started, I don't want to be left...unsatisfied", he said with a blush.

Twilight stroked his mane, "Don't worry, we'll do it later and to make up for leaving you like this, I'll do anything you want me to do", she said with a seductive voice.

Peter blushed, "Oh…sounds fun…you're not mad at me right?"

Twilight shook her head, "Peter, I know you would never do anything like that, we'll talk a bit about that later though, for now-", she flew out of the Treebrary at high speed while she yelled, "JOOOOOHNYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYY!"

Meanwhile Rainbow and Johnny are flying to Cloudsdale when Rainbow heard the yelling, "Hey Johnny, do you hear that?"

Johnny shuddered a bit, "I feel that"

The yelling was loud enough for Vergil to hear at The Crystal Empire as he looked down from the balcony, "What the devil is that noise?"

Back in the Marvel world, Hawkeye is about to drink a nice can of Coca Cola with Wasp, "Time for a nice refreshing…huh?" he too heard the yell, "What on Earth is that?" Wasp shrugged at that.

Meanwhile in Tartarus, Green Goblin is making plans with Tirek and Discord when he heard the yell, "Huh? What's that sound? Oh God is that my wife!?" he then shouted, "Leave me alone! You already took my sanity, what more do you want!?" Discord and Tirek looked at him a tad bit concerned.

In another timeline, Future Sweetie Belle is monitoring a device being made by some volunteers with Future Pinkie over looking, "Once we're done with this time machine, we can go back in time, and visit Peter, and our fri-", she then heard the yelling across the sky, "Twilight?"

Meanwhile Johnny and Rainbow had arrived at Cloudsdale and saw The Wonderbolts nearby, "OMG, it's The Wonderbolts! The Wonderbotls are here! So awesome! I bet they're recruiting!" she shook Johnny a bit, who looked at her like if she's crazy, "Relax Dash, don't go crazy".

"Right, sorry", she then noticed The Wonderbolts head her direction, "Their coming here! OMG! OMG! OMG! How's my mane!? How's my teeth!? How are my wings!? I look ok?"

Johnny bopped her on the head, "Snap out of it, let me talk, I'm used to talking to celebrities". The Wonderbolts approached Johnny and Rainbow, Rainbow still had an excited smile, Johnny extended his hoof, "Sup, name's Johnny Storm"

Spitfire shook, "I heard about you, friend of Peter Parker's right?"

Johnny nodded, "Yeah, his best buddy, The Human Torch, or The Equine Torch in this world."

Spitfire nodded, "Sounds cool, by the way, really digging your mane."

Johnny grinned, "Thanks, same here, you've got quite a style, um what's your name?"

"Spitfire, Captain of The Wonderbolts, and this is my second-in-command Soarin."

Spitfire gestured to Soarin, who simply waved, "Sup?"

Johnny waved, and then turned to Rainbow, who was frozen in excitement, "Rainbow? Hey snap out of it", he shook her slightly, causing her to shake her head.

"Sorry about that, I still get nervous sometimes".

"Rainbow Dash, you've met us before, we've chatted before, you've even told me off once when I was your drill sergeant, I think we can talk like normal ponies", Spitfire said.

Rainbow nodded, "Right, sorry, maybe it's the suit, it reminds me of everything I wanna be".

Johnny observed the suit, "Looks pretty cool honestly, similar to what I wear when I'm human and flying around in my ball of fire".

"So you could fly even as a human?" Spitfire asked.

Johnny nodded, "Yeah, now that I'm a Pegasus, I could simply fly without using my fire, though it helps boost my speed, I loved racing back home."

Spitfire looked intrigued, "You raced? Professionally or…"

Johnny nodded, "Yeah, professionally, I compete in a lot of extreme type sports, if I had my resume I'd show you, it's pretty big".

Spitfire looked like she had an idea, "Say, are you interested in continuing your ambitions here? Like when you're not doing superhero stuff, you can compete, maybe as one of us?"

Rainbow looked surprised as Johnny rubbed his head, "Like a Wonderbolt?"

Spitfire nodded, "I could get you a suit ASAP, though I'd like to see you fly a bit before I sign you, just to get an idea of how well you can fly".

Johnny grinned, "Sure, no problem, now get ready to…", Johnny heard the yelling again and turned to the side to see an angry Twilight flying at him with rage in her eyes.

"HOLY SHIT!" he flew up in the air and then shouted, "FLAME ON!" he used his fire to boost his flying to get away from Twilight.

Spitfire looked impressed, "Wow, that is fast, Soarin get him a suit".

Soarin looked at Spitfire unsure, "He'll just burn it".

Spitfire glared, "Don't question me, just do what I say".

Soarin sighed, "Fine", he looked to Rainbow, "You should be in by now honestly," he flew away to get the suit.

A hopeful Rainbow Dash looked to Spitfire, "About that, what are the odds of me joining?" she gave a hopeful smile.

Spitfire realized the situation and looked awkward, "I do want you in Rainbow Dash, you really impressed me, several times in fact. Right now I do wanna make sure Johnny gets in too though."

Rainbow looked confused, "But what about me? I've been working for this longer, Johnny barely knows this group."

"That's fine, we can teach him, keep in mind that him being with us will raise our prestige higher, and with that comes more revenue, and that means more shows, so that means more recruits, so it could work out for you in the end," Spitfire gave a nervous smile, hoping Rainbow Dash would understand her position.

Rainbow looked barely convinced but relented, "Sure, I guess".

Spitfire nodded, "Good, don't give up though, like I said you're pretty high up in the reserves, aside from Johnny you're on my list."

"Right…well I need to go find Johnny before Twilight kills him, see you around", Rainbow flew after when Twilight and Johnny went. She felt a bit envious of Johnny, she likes him but what happened sorta proved Thunderlane's point about The Wonderbolts, some things are just handed to some while others who work for it don't get anything.

Meanwhile on Earth, Chun Li is checking on battle units, they were in a heated battle against The Doombots, plus the fact that Dr. Doom brought in The Skrulls didn't help. Spencer approached her, "How are things so far? When do you want me going out there?"

"Soon, I need you by my side when we face Doom, he's very powerful and with Ryu, Chris and Dante forming one team, I need to make sure you're on my side for this team", Chun Li explained.

"Makes sense, I'm getting a bit restless though", Spencer said.

"I understand that but-", she got a message, "Hold on", and she spoke to the radio, "Yeah?"

"Chun Li, its Guile, a few of us just defeated the Skrulls, but we have one major problem now, they're here".

Chun Li grew curious, "They? Who are they?"

Guile hesitated before speaking, "It's The Avengers…they're on Doom's side, and they're loose".

Chun Li felt her spine tingle, "Who's there with you!?"

"Leon Kennedy! He's trying to hold them off!" Guile said.

"Could use a little help though!" she heard Leon shout.

Chun Li clenched her fists, "Stay there! Apprehend them if you can but show send me your coordinates!" After a moment, Chun Li got the coordinates; "Got it, be careful out there!" she turned to Spencer, "Let's go!"

"Change of plans?" Spencer asked.

Chun Li nodded, "We need to go deal with The Avengers, let's go!"

Spencer grinned, "Finally some action".

They left the building and rushed to the battlefield, ready to take out as many Doombots and Skrulls as possible.

But they weren't the only ones, Wasp and Hawkeye were also on their way to the area, hoping to finally find and free The Avengers.

"We're coming guys, just hold on", Wasp said. They both rushed over to the battlefield.

Author's Note

Things are about to spice up a bit.

Also, I'm sure most have guessed where Twilight's outburst came from. :twilightangry2:

Mistrust All Around

Peter waited in his room a bit, mowing over a lot of things in his mind; dealing with Wesker, finding Sweetie Belle, the fate of his home world, and Johnny's questionable advice, the same advice that spawned an angry and very dangerous Twilight Sparkle.

Peter walked to the Balcony of the Treebrary and looked out to Ponyville. He saw a bunch of happy faces, such as Derpy with Dinky and Dr. Hooves, he saw Lyra chatting with Octavia, he saw Applejack & Gambit walking together. He has to admit it's nice to see them get along, though Gambit seemed especially friendly with Applejack, which raised Peter's curiosity. He also saw Apple Bloom and Scootaloo with Rumble. Seems like they're doing their best to make Rumble feel a bit at ease during this whole Thunderlane situation, really nice of them to do honestly.

However things took a bad turn when Applejack noticed Rumble alongside the Crusaders, and she didn't look happy about it. Remy noticed her look of unhappiness, "What's wrong? Did Remy say something that upset you?"

Applejack shook her head, "No, it's that foal there, ah don't fully trust him around mah sister".

Remy looked at the foals, "You mean that orange one?"

Applejack raised her eyebrow, "Huh? No she's not a colt, I'm talking about the gray one".

Remy had a slight blush at his mishap, "Oh, my bad...not very masculine looking is he? Then again neither is Peter Parker or Vega so..."

Applejack just stared like 'are you kidding?', "Peter don't look like a mare, he's just cuter than most stallions. Vega...well he looks a bit feminine so I'll give you that", Applejack shook her head, "Land Sakes! That ain't the point, mah point is that ah don't trust that colt near mah sister, he's the one who got Sweetie Belle captured by those freaks...er no offense, since you were with them at the time."

Remy waved it off, "No worries, Remy knows what he did".

Applejack nodded, "Right, anyway ah don't trust him, especially considering how much of a menace and a nuisance his brother is, the way he talked that mean stuff about Peter, even after he was nearly killed by that Wesker creep. Not to mention the stuff he said about me and mah friends...and mah Apple Brown Betties."

Remy nodded, "Remy understands your frustrations, the only advice Remy can give is that if you don't trust your sister near that young colt, then tell that colt to take a hike. This is a war time, no room for taking chances, it's the time to protect your loved ones, besides how foolish must that colt have been to let Sweetie Belle run around unsupervised like that, could happen to your sister".

Applejack felt a great concern, "Yeah, ah should", she approached Rumble and The Crusaders, "Hey, you! Young colt!" Rumble looked to Applejack and pointed to himself as if to say 'Me?' "Yeah you! Get your flank over here!"

Rumble looked a bit concerned, Apple Bloom and Scootaloo looked curious, what did Applejack want with Rumble? And why was she acting unfriendly? "Get over here now young colt! I ain't gonna repeat myself!"

Rumble hesitantly approached Applejack, still unsure of what she wants. Peter watched form the balcony, he didn't like where this was going, but he was gonna see how it went for now.

Rumble stood before Applejack still somewhat nervous, "Yes miss?"

"Listen, ah know what you did regarding Sweetie Belle, ah know your negligence got her captured, and ah know for damn sure that ah ain't gonna chance that happening with mah sister!" Applejack warned.

Rumble seemed to cower a bit as Applejack laid down the law, "So until this whole thing blows over, those villains captured and your good-fer-nothing brother is dealt with for his nonsense, ah don't want you near mah sister, at least not by yourselves. The last thing ah want is you letting her get captured too!"

Peter couldn't believe what he just heard, why is Applejack being unfriendly all of a sudden? This isn't like her. Plus the fact that her attitude is scaring Rumble a bit and it seems to be a shock to Scootaloo and Apple Bloom.

"But Miss Applejack, I wouldn't let anything bad happen to Apple Bloom, especially after what happened with Sweetie Belle, honest!" Rumble pleaded.

However Applejack wasn't gonna buy it, "Don't talk to me about honesty boy, ah know honesty, fact is that ah can't trust you near mah sister of her friends, so like ah said, y'all gonna have to take a hike".

Apple Bloom stepped forward, "Applejack, what are you doing? Me and Scootaloo are trying to comfort him. His brother's gone off the deep end and he's dealing with some personal problems, he doesn't need you yelling at him like this!"

"Ah ain't yelling, I'm just being firm, being with this colt right now ain't a good idea, not by yerselves at least, ah ain't about to let you get captured as well, who knows what that creep Vega would do to you", Applejack said.

Rumble looked a bit nervous, but was comforted by Scootaloo, reassuring him that he'll be fine.

Apple Bloom furrowed her brow at Applejack, "First off, ah can handle myself, with all due respect to Sweetie Belle, she ain't exactly that smart, especially with her raging hormones. As fer me, ah ain't some boy crazed filly like she is, ah ain't gonna go with some bad boy, in fact I'd be happy just dating somepony like Rumble."

Rumble blushed madly, "You really mean that Apple Bloom?"

Apple Bloom smiled genuinely at him, "Of course, Sweetie may have been to blind to see it but ah can definitely say I'd pick you over some edgy bad boy", she turned back to Applejack with a more confident face, "So you have nothing to worry about sis".

Peter chuckled, "Aw, Apple Bloom's gonna have a special pony in her life", he then did a 'frame shot' of the two with his hooves, "They grow up so fast".

Applejack, however, didn't look to happy, "You ain't dating him, ah forbid it."

Rumble looked unhappy hearing that, "But Miss Applejack, if you let me date her I'd be more than capable and willing to watch over her, we could be a great couple like Spider-Mane and Princess Twilight."

"Ah said 'no' boy, now go back to yer foalsitters. Apple Bloom, you and Scootaloo are coming with me and Remy", Applejack gestured over to Remy, who simply waved.

"Hello little ponies," Remy said.

Apple Bloom groaned, "This isn't fair sis, ah should be able to make my own choices on this matter".

"Yer too young, let's go", Applejack ordered.

Rumble approached Apple Bloom, "Don't worry, just go with your sister, we'll work something out", he then pat her back a little.

Something about that set Applejack off, "Get yer filthy hooves off mah sister!"

Rumble got startled and ran away in fear. Applejack still huffing before turning back to Apple Bloom, who looked furious, even more so because Applejack yelling at Rumble also caused Scootaloo to run off, "You scared them off!"

"That's the idea, now let's-", she was interrupted by the sound of a throat clearing, she turned around and saw Peter waiting behind her.

"Applejack, what was that about?"

Applejack glared, "With all due respect Pete, this ain't got nothing to do with ya, this is between me and Apple Bloom".

Peter gave a look that says 'I don't think so', "Applejack, you just scared away a young foal, my duty is to protect all life in Equestria, from as high as royalty to low as a young foal, and I can't look away as a young colt gets yelled at. Especially since he never did anything wrong."

"He was being too friendly with mah sister, after what happened with Sweetie Belle ah need to protect mah sister", Applejack explained, "The last thing ah need is for her to get kidnapped like Sweetie Belle did."

Apple Bloom groaned, "Ah ain't gonna get kidnapped, ah think I'm a bit smarter than that."

Applejack sighed, "Ah know you are but that don't mean it can't happen, better safe than sorry."

"I agree with that", Remy said.

Peter glared at Remy, "You're not helping."

Remy shrugged a bit, "Technically I'm helping Applejack."

Peter glared at him, "Seriously Remy? Even you should realize how ridiculous this is."

Applejack groaned a bit, a little annoyed on how long this is dragging out, "Peter, let me handle Apple Bloom, ah am her big sister."

"And I'm her big brother, so I have just as much reason to be concerned."

Applejack furrowed her brow, "Peter, you ain't her big brother, Big Macintosh is! This 'Big Brother' thing is fine fer the most part but in the end yer not her older brother, don't get carried away with that!"

Peter looked a little hurt, he always saw Apple Bloom as a younger sister, for Applejack to deny that upset him a little, but he could accept that she's well within her right to do so.

Apple Bloom also looked upset on hearing that, she too considered Peter a Big Brother, with all due respect to Big Macintosh, she loved him as well and considered him to be a great brother too, she hated hearing Applejack say that to Peter.

"Just answer me this", Peter started asking, "Are you truly concerned for Apple Bloom or do you just hate Thunderlane so much you would take your frustrations out on his little brother?"

Applejack went silent a moment, "Pete...you have just as much of a reason as ah do to not like Thunderlane, after everything he's said and done so far, you can't fault me, and honestly you should hate him just as much."

"I can't fault Rumble just because his older brother's being a jerk. If I hated people based on their family members I never would respect Thor as much as I do, I never would have been best friends with Harry Osborn, and if Dante wasn't such a jerk I'd probably like him even though Vergil is a very dangerous threat".

Applejack wouldn't admit defeat though, "Just let me handle this Pete! Stop concerning yerself with mah family business!"

Peter groaned, "Apple Bloom's like family to me too, like my little sister".

"You ain't her Big Brother!" Applejack said again, "Just because you use her as your little sister doesn't make you her big brother!"

Peter once again felt some degree of pain from Applejack's comments. Nonetheless he had to press on, "Just please don't take your frustrations out on Rumble, he doesn't deserve it".

Applejack rubbed her head while she thought. She turned to Remy, "What's yer take in this?"

Remy shrugged, "Give him a shot a I guess, just make sure you have a chaperone".

Applejack could live with that idea, then she turned to Peter, "One chance, that's all I'll give him, on mah terms."

That seemed to make Peter feel relieved, but Applejack wasn't done talking, "But if anything happens to Apple Bloom, anything at all, then it's gonna be on you Peter!".

Story of Peter's life it seems, something bad happens, blame Spider-Man, or Spider-Mane in this case, "Fine, I'll take responsibility for Rumble and Apple Bloom".

"Responsibility for what?" they heard. Twilight had arrived on the scene. "What's going on?"

Peter waved it off a bit, "Nothing, just solving a little dispute, see Applejack is being a little protective over Apple Bloom".

Apple Bloom scoffed, "More like a lot overprotective, Rumble's a nice friendly colt, ah don't know why mah sister doesn't want me near him, just because his brother's a jerk doesn't mean anything".

Twilight glared at Applejack, "Is this true? Are you shunning Rumble because of this thing with Thunderlane?"

"Twilight, I'm just watching over mah sister, just like you watched over yer brother, need I remind you of that incident in Canterlot when he was gonna get married?" Applejack asked.

"I was protective because I sensed evil, I have yet to sense any type of evil in Rumble", Twilight pointed out.

Applejack let out a big annoyed sigh, "Just let me handle mah family business! I'll deal with this when ah get home! Let's go Apple Bloom!"

Applejack started walking off, Remy and Apple Bloom started to follow, but Twilight teleported in front of Applejack, "One more thing AJ", she got in close, "Don't ever put any blame on Peter, I've made that apparent to you before. You do not blame Peter for anything beyond his control, you do not blame him for simple mistakes, case in point, don't do anything to further his guilt complex. If there's one thing I hate is seeing Peter put so much weight on his shoulders, and it doesn't help when you add to it!"

"Maybe the guilt complex helps in this case", Applejack said.

Twilight got in her face further, "DON'T, take advantage of Peter's guilt complex!"

Applejack glared, "Step out of mah way Twilight". Twilight stood her ground for a moment longer before standing aside, keeping a close eye on Applejack as she walked off with Apple Bloom and Remy.

Before Remy left, Peter approached him, "Yo Remy, are you like...dating Applejack or something?"

Remy nodded, "Yeah, she's a nice mare to be around".

Peter looked surprised, "You've barely been in this world and you're already ok with dating a pony? Took me a while to get used to the idea".

"Any regrets?" Remy asked. Once Peter shook his head, he continued, "Then there's nothing to worry about, the way Remy sees it is that Applejack is like any other girl back home, except she's a pony. Also knowing that you came here because you loved a pony, Remy wanted to see what it was like to be with a pony, Applejack was already pretty, so why not? Besides Remy love de country accent".

"Um speaking of which...what about Rogue?" Peter asked.

Gambit shrugged, "Eh, it's like playing cards, sometimes you wanna try a new hand and see how that works for you, it's just curiosity. So far dis girl be quite the catch, dis keeps up, Remy might stay in dis world, could use another superhero, wouldn't you agree Mon Ami?"

Peter shrugged a bit, "I guess, if you're ok then more power to you, I've always found Twilight very attractive whether she be human or pony, it's nice that you have your eyes open like that, just try to make sure she relaxes and eases off on this whole Rumble thing".

Remy shook his head, "No can do Peter, Applejack has a point in this, when it comes to war, you can't take any chances".

Peter groaned, "Seriously, I could use your help on this Remy".

Remy shook his head, "Sorry, this Cajun ain't gonna get on that mare's bad side, but maybe I can help her ease up, but it's best if that little colt keep his distance for now".

Peter rubbed his forehead a bit, "Fine...better than nothing I guess". Gambit nodded and walked off with Applejack and Apple Bloom.

Twilight approached Peter with an exhausted like look on her face, "We really need to fix these issues ASAP".

Peter nodded, "Tell me about it". He looked over to the distance and saw Rumble stick his head out from behind a bush, looking around in fear to see if Applejack was still there. "Hey Rumble! You can come out now, she's gone!"

Rumble stepped out the bushes, looking around cautiously, he then approached Peter and Twilight, "Why is Applejack mad at me? Did I do something bad? If I did, I'm really sorry".

Peter ruffled his mane, "You didn't do anything bad, you're just a victim of circumstance, just like me," he put on a goofy smile.

Rumble looked down sadly, "I don't blame her, it's my fault Sweetie Belle got captured, I didn't use good judgment, I might just get Apple Bloom captured as well."

Peter pitied Rumble, "Come on kid, don't blame yourself, some things you just can't help, you shouldn't take blame for things like that, it's not healthy."

Twilight grinned at Peter, "Well now, this is a surprise, Peter Parker is telling another not to feel guilty about things, such an odd occurrence."

Peter just realized what he said, "I see your point Twilight", he focused on Rumble, "For the record, I think you're a nice young pony, and I think you and Apple Bloom would make the cutest couple, it'll be like me and Twilight. After all girls like Twilight and Apple Bloom are good for guys like me and you, they're smart, pretty and take charge, keep guys like us in shape and remind us that life is never that bad", he looked to Twilight, "Especially when you're fortunate enough to wake up with them always by your side, no matter what stupid mistakes you make."

Twilight blushed a bit and kissed Peter's cheek. Peter blushed as well and looked to Rumble, "Don't worry about others, and don't let what your brother's doing affect you."

Twilight approached Rumble and stroked the side of his head, "Don't worry about Applejack, she'll mellow out and apologize to you, then you and Apple Bloom can resume your friendship."

Rumble nodded, "Ok Princess Twilight".

Twilight put her hood up, "Remember, you can just call me Twilight".

Rumble nodded, "Right, sorry, but thanks for being so nice Twilight".

Twilight then kissed the top of Rumble's head, causing him to blush a little, "Such a sweet boy, now run along, I'm sure your foalsitters are looking for you."

Rumble nodded again, "Yes, I will. Bye Twilight. Bye Peter!", he flew into town in search of his foalsitters Flitter and Cloudchaser.

Twilight and Peter stood together with a smile. "He's such a cute boy, makes me want a son", Twilight said.

Peter nodded, "Yeah, a son would be great, can go along with our precious little daughter".

Twilight nodded, "Speaking of which, let's go inside, see the others".

Peter nodded, then remembered one thing, "Wait, did you ever catch up to Johnny?"

Twilight's demeanor darkened, "Yeah, I did", her voice was low and a bit evil sounding. Peter nervously sweated, "And what happened when you caught up to him?"

Twilight grinned a bit, "He begged me for mercy, telling me he would never say anything that stupid again...but of course, I wasn't gonna buy it".

Peter's eyes widened, "Wait, you didn't hurt him did you!?"

Twilight shook her head, "No, mainly because Rainbow Dash came along, but I was close", She did a sinister type laugh, similar to King Sombra, "So very close, close enough to show him what true fear is, for him to bow at my feet as his almighty ruler", she sighed happily and evilly, "So breathtaking".

Peter was worried now, she sounds like Wesker at this point, he could seriously imagine her with Sombra like eyes. "He knows who's the dominant one in this world, never cross The Princess".

Peter shivered at how cold Twilight's voice sounded. Suddenly she turned to him as her cheerful self, "Let's go check on the others".

Peter found it a bit odd and unsettling the way Twilight can go from sinister like to happy and cheerful in a matter of moments, but decided not to press that issue. He just hoped Johnny was alright. Though he also wondered what life would be like if Twilight was an evil overlord?

Fantasy Moment

Twilight is sitting on a throne in the Wasteland of Equestria, her eyes glowing green like King Sombra, a crown on her head, a dark cape, smiling and watching over the fallen cities.

Thunderlane, himself in chains, was fanning Twilight as she sat down. "Faster Slave!" she shouted, causing Thunderlane to go faster.

Several ponies walked around in chains, looking very miserable and fearful as Twilight's guards, The Elements of Harmony, along with Trixie, kept the ponies in line.

Vega, Shocker and Lightning Dust were seen dragging a huge statue of Twilight around, while Twilight barked orders, "A little more to the left!"

They obeyed and started moving a bit, then Twilight shouted, "Actually a bit more to the right!" This was very frustrating, the statue was very heavy but they dealt with it.

Mayday was being carted around Ponyville by several ponies as well, enjoying the ride, "Come on! Move faster! I command it!!"

Johnny was near Twilight's throne, a leash around his neck, with a chain attached, brining Twilight a drink.

"Good work Johnny, now leave my sight", Twilight said. Johnny nodded and backed away.

As she drank from her cup, Peter arrived, in slave like clothing, and wrapped his hooves around Twilight's waist while he rested his head on her chest, "My Princess".

Twilight rubbed his head, "Does my sweet little Peter want some attention?"

Peter nodded, "Yes Princess, I have been very naughty lately, I must be disciplined", he looked up into her eyes, "Punish me"

Twilight grinned, "If you say so, my slave of love". She then used her magic to summon a few whips and a ball gag, "It's gonna be a long night".

Peter purred against Twilight, "Yes my Princess". Twilight and Peter started making out at the throne, ready for some serious love making.

End Fantasy

Peter is seen blushing, "Wonder if Twilight's willing to do any role playing?"

After the duo then went inside, they were greeted by Logan, Trixie & Spike, each with a slight grin on their face.

"Hey Twilight, think you screamed out enough?" Logan asked, earning a chuckle from Spike & Trixie, and causing Twilight blush in shame.

"Sorry, Peter told me about something Johnny said, and it really got on my nerves", Twilight admitted.

"Did you go after him? What happened? Did you beat him up?" Spike asked.

Twilight shook her head, "No, I did scare the daylights out of him though", Twilight said and did a sly smile.

Logan grinned and patted Twilight's head, "Atta girl, don't take Johnny's bullshit lying down". Twilight did a sqee smile.

Trixie spoke up, "What did Johny say anyway?" Twilight wasn't ready for that Question, "I'll tell you later, I do need to discuss it with Peter, just please give us a little privacy in this matter though".

Logan nodded, "Makes sense, just remember we're not too far away kid, let me know if you need any assistance". Trixie nodded, "I'm here for you too Twilight, and you Peter". Spike nodded, "Ditto".

Twilight put on an honest smile, "Aw, I love all 3 of you, you're great friends, more than that, you're all family".

"Even Logan?" Spike asked. Twilight nodded, "Of course, he's like an older brother sometimes, plus Mayday adores him, right sweetie?"

Mayday nodded, "Like a big teddy bear". That comment caused Logan to blush a little in embarrassment, "Come on kid, I ain't no teddy bear".

Mayday approached him, "Yeah you are, I know because I wanna hug you, like this", Mayday gave Wolverine and affectionate hug, furthering his awkward feeling, and blushing in anger from the snickering heard all around.

"I swear I'm gonna kill you for this Parker", Logan said.

Peter's jaw dropped a little, "Why me!? What did I specifically do?"

"Can't kill Mayday, she's just a kid, can't kill Trixie & Spike, they're not the parents, and since I like Twilight a bit better than you, then you'll be the one to feel my wrath".

Peter groaned, "Parker luck strikes again, though I'd rather I get hurt than Trixie, Spike, Mayday or Twilight so I'm cool with that".

Logan grinned, "I know you are, you're a noble guy like that, even if you bug me to no end sometimes".

Peter did an awkward chuckle, Twilight led Peter away, "Come Peter, let's talk a moment".

Peter nodded and followed Twilight upstairs. Logan turned to Spike and Trixie, who still had smiles on their faces, "For the record, I have no problem hurting either of you".

Trixie & Spike looked a little freaked by Logan, Spike decided to come up with an excuse to leave, "Oh, look at the time, I should go help Rarity with some…stuff, yeah stuff", he quickly ran out the Library.

Trixie also looked concerned, "I should go get some food for us to eat later, can't have enough food, it keeps you alive", she chuckled a bit, though mentally slapped herself for the lame choice of words. She too then left in a heartbeat.

Logan grinned, "Still got it".

Peter and Twilight entered their room; Twilight shut the door behind them and turned to Peter with a serious expression, "I would like to discuss with you what Johnny said".

Peter felt his heart drop and started to ramble, "Twilight I swear I had nothing to do with that idea, it was all Johnny, please don't leave me", he went to her while looking into her eyes, practically on his knees, "I love you so much Twilight! Please don't let me lose that!"

Twilight calmed Peter down, he looked on the verge of tears, "Peter, take it easy, I know it wasn't your idea, I believe you when you say it isn't, and I would never leave you Peter", she kissed him in a reassuring way and looked into his eyes, "I love you, I know you would never consider something like that".

Peter calmed down a bit, "Sorry, I just can't stand the idea of losing you, you're the most important thing in my life, aside from Mayday."

Twilight nodded, "I know that Peter, but I still wanna discuss what Johnny said, and I hate to say it, but maybe he has a point."

Peter looked concerned and curious, "How so? What point could he possibly have!?"

Twilight took a breath, "After I caught up with him, he elaborated more on what he meant, especially considering I had him at my mercy. Although it was hard to divulge what he meant in his panicked state, I think I get his point about you and other mares".

Peter was even more curious, "What are you getting at Twilight?"

Twilight decided to spit it out, "Maybe you should try out his idea".

Peter's eyes bulged and he cleaned out his ears, "Can you repeat that? It sounded like you said to try his idea out".

Twilight nodded, "I did Peter, I think you should, it could probably help".

Peter was at a loss for words, was his wife encouraging him to sleep with another mare? "Twilight, do you realize what you're asking me to do!? I mean, I can't do something like that! For God's sake I'm your husband, I'm only supposed to be with you, I only want to be with you, why would you suggest I take Johnny's advice? He's not very smart sometimes! In fact he's pretty stupid on occasion! This is one of those occasions!"

Twilight took a breath, she knew this wouldn't be easy and she expected this, "Peter, the reason you're so upset about what you did in that alternate timeline is not just because you thought you betrayed me, but you were so mad at yourself for doing it, and you said yourself, you're worried you don't love me and it breaks your heart", she looked at him with a serious expression, "You need a way to prove it and maybe Johnny has a good point on this".

Peter started to chuckle a bit, almost as if he's going insane, "This is a joke, you're just testing me to see what I'll say. Twilight I give you my word, I am loyal only to you, and nopony else, that's all I want it to be!"

Twilight put her hooves on his shoulders, "Peter…I know how much you love me, but you also need to prove to yourself that you do. Now I'm not gonna make you do this, but it's ok for you to consider it, I mean some couples separate for stuff like this because they're not sure, you have a chance to do it without the separation, try a mare or two, then compare it, if you do truly love me, then you'll realize it never meant much aside from some cheap thrill".

Peter looked really bummed, he hates having to go through this, he let out a big sigh, "Fine, I'll think about it, though I hate the idea of doing something like this".

Twilight smiled at him and hugged him, "I know, maybe you won't have to, but if you must then I'll be there for you", he looked him in the eye, "As long as you don't get carried away".

Peter nodded, "No way, no girl can match your beauty and brains".

Twilight blushed, "Also if it helps, wer can keep it among our friends, we know Luna likes you, so maybe ask her, or ask Trixie, she is our roommate, or any of our friends, it doesn't have to be a complete stranger, not yet at least, work your way up".

Peter blushed a bit, he really didn't want to go through this, though instead of just saying 'no', he found a way to probably get out of it without Twilight bringing it up again, "Ok, I'll try the idea, on one condition".

Twilight looked curious, "What would that condition be?"

Peter grinned, "You have to join us, I won't cheat on you, but I'll gladly have a 3 way".

Twilight blushed, "Me? Join in? For a 3 way?"

Peter grinned, he had her now, there's no way she would agree to…, "Ok, I'm in".

Peter blinked, "Wait, what?"

Twilight continued, "We'll try your idea, if it'll help you then I'm all for it".

Peter couldn't believe this, his plan backfired, Twilight then started making her way out the room, "I should get a book on this, such an interesting experiment, but I must make sure it's done right", she left the room and turned to Peter, "Think of some mares, we can go over them later".

After she left, Peter simply blinked a few times and fell backwards on his bed, "When did my life turn into some weird Harem FanFiction?"

Back in the Crystal Empire, Wesker is talking with Dr. Doom on their communicator; they're still discussing new plans for the multi-verse domination.

"Good news is we managed to capture an Empire, bad news is that we lost control over the 3 X-Men plus one of my guys got left behind and is possibly incarcerated", Wesker said.

"Small price to pay, what of Spider-Man and his allies?" Doom asked. "We left them in critical condition, we could have finished the rest, but unfortunately my old pupil Chris Redfield arrived alongside Vergil's brother Dante and that troublesome warrior Ryu".

Doom groaned, "Damn, must be the doing of Reed Richards. No matter, I can get you some replacements, I just finished work on an updated device to control even the strongest of wills, I'm testing it out right now".

Wesker grew curious, "On whom may I ask?"

Doom grinned, "None other than Earth's Mightiest Heroes themselves".

Wesker looked surprised, "The Avengers? Quite a feat I should say."

Doom nodded, "Yes, so far they're doing well, they've managed to capture not only more from my world, but yours as well", soon we'll lead a full scale Invasion on Equestria and rule the three realms".

"Why stop there? Our realm has encountered other realms after all, such as that realm with the Iron Fist Warriors", Wesker said.

"Indeed, plus that realm with that Caped Superhero with the amazing power", Doom said.

"Nonetheless, some of my allies were heavily injured in battle, Spider-Man broke the wings on a Pegasus I recruited, sprained the wrists of Shocker, including damaging his gauntlets, plus he decimated the ribs of Vega", Wesker said.

Doom pondered, "I may have a solution, I'm gonna be sending an ally that can help your allies to an extent, while that's being done, I'm gonna call for The Avengers and get them to Equestria ASAP".

Wesker nodded, "Sounds good". A few minutes later, a portal opened a mare with a red coat and brownish-black mane appeared, with a few lego like robots by her side.

"Hello Wesker, good to see ya".

Wesker looked surprised, "Tron Bonne? You're the one Doom sent?"

Tron nodded, "That's right, he pays extremely well, goes straight to my funding for more robots. I have some devices that can help you and your allies, including weapons, but first take me to your injured friends if you don't mind."

Wesker nodded, "Very well, come on". Wesker led Tron and her Servbots away.

Back in the Marvel world, Chun Li and Nathan Spencer are rushing through the battlefield that was once New York City, taking out every Skrull in their path.

Chun Li used her martial arts skills to kick them all back ranging from her flash kicks to her Spinning Bird Kick, and even firing the Kikoken on occasion, while Spencer fired his sub machine gun, The Tungsten, at the skrulls but mainly used his Bionic Arm to knock them all back.

"How much farther?" Spencer asked while shooting.

"A little more, Guile and Leon are just up ahead!" Chun Li answered, leading the way.

Back with Guile, he is doing his best to fend off The Avengers, using his Sonic Boom to knock back Iron Man, but Captain America had whacked him a bit with his Shield.

Leon opened fire on Hulk with his TMP, though obviously didn't work well, so he tossed a few grenades at him to knock him back a little, "A lot tougher than any B.O.W. I've faced".

Thor used lightning to strike at Guile and Leon, both dodging out the way and still fighting. Guile engaged in a mini battle against Captain America, matching his blows and even hitting Cap on occasion, but Cap managed to punch Guile back.

Leon rushed in and managed to kick Cap in the face, but Cap retaliated by striking Leon back with his Shield and then Iron Man rushed in and punched Leon way.

Thor tossed his mighty hammer, The Mjölnir, right at Guile's gut and the pain plus the following shock was enough to render Guile unable to continue fighting.

"Shit, on my own now, man these guys are definitely a lot tougher than William Birkin or Osmund Saddler", Leon said, aiming his gun at the four Avengers.

Luckily Chun Li and Spencer arrived on the scene, Chun Li knocking Iron Man back with a Kikoken, and Spencer using his Bionic Arm to punch Hluk back.

Leon sighed in relief, "Glad you're both here, though Guile's down and we're still out numbered".

Spencer grinned, "We may be out numbered, but we're in no way out matched". Chun Li turned to Spencer, "Don't get too cocky, they're Earth's Mightiest Heroes for a reason, we're definitely gonna have out hands full here".

The Avengers stared down the Capcom heroes, but before they can attack, they got a message from Doom in their ear piece, "Return to my lair at once! I have a new assignment for you!"

Cap turned to his allies, "We've got duties elsewhere, let's go!" He started leading them away from the fight.

"Hey wait a minute!" Spencer said and went to attack but Iron Man shot an Ion blast that Spencer blocked last minute with his arm.

Chun Li went to check on him, "Are you hurt?" Spencer shook his head, "I'm fine, but we can't let those goons get away!"

Before he can go after them, Chun Li stopped him, "Wait, let's not attack them, let's follow them, they're probably heading to Dr. Doom right now, they can probably lead us to him".

Spencer realized her point, "Smart thinking, that's why you're the leader".

Chun Li nodded, "A leader is nothing without her troops though, now let's hurry Spencer".

Before they could leave, Leon called to them, "What about me!?"

Chun Li looked back at Leon, "Get Guile to safety, Spencer and I are gonna pursue the Avengers".

Leon nodded, "Sure thing boss lady". Leon did what he was told as Chun Li and Spencer followed The Avengers.

Meanwhile back in Equestria, Trixie is at the marketplace gathering a few items for her and her home to eat. While there she passed by Applejack's apple stand, "Hi there Applejack, business good?"

Applejack nodded, "Yeah, just me, Big Mac and Remy, he's trying to charm a few mares into buying our apples", they turned to Gambit, who was giving the mares flirtatious eyes, though some didn't seem too interested and simply walked off, leaving him a little dejected, "He's trying at least".

Trixie nodded, "That's good, at least he's helping, better than what I did, I'm still ashamed on how I basically blackmailed Peter into staying at Twilight's place, he's done so much for me too".

Applejack gave her a reassuring smile, "That's just Peter being the nice friendly guy he is, always sees the good in others, despite so many hating him…makes one feel so foolish".

Trixie detected a little sadness in her voice, "Is something concerning you Applejack?"

Applejack shook her head, "I'm fine, go one with yer business".

Trixie shrugged, "Suit yourself", she was about to leave, but Applejack called to her, "Wait, can ah ask you a fair question?"

Trixie nodded, "Sure thing, what is it?"

Applejack rubbed her head a little shyly, "Let's say you had a little sister, and she wanted to be with a boy, but you don't like that boy's brother because he said something bad about everyone you cared about, would you not want your sister associating with that boy?"

Trixie looked a bit curious, but then realized that the 'little sister' is her way of saying Apple Bloom and the 'boy' in question was in fact Rumble, and the 'brother' being Thunderlane. Trixie remembers that little Pipebomb speech Thunderlane spewed out the day prior.

"Kinda strange to be asking me that question, I'm normally not the pony to talk to about grudges, given the one I once had against you and your friends".

Applejack nodded, "Ah see, sorry for wasting your time".

Before Trixie left, she said one final thing, "And I'm sure you realized what holding a grudge did for me at first, and that what my life was like when I learned to forgive and not judge others, because I know all too well what it's like to be judged for something you had no control over, that's why I'm so thankful for Peter and Twilight, it's never good to hold a grudge, and never good to blame others".

Applejack looked to Trixie, who simply smiled to her as if to say, 'You know what you must do', and then walked off.

Applejack then looked up to the sky, "Ah shouldn't have been so unfriendly to Peter, he's a great guy who always means well, and maybe ah shouldn't treat that young colt like ah did, he can't help it if his brother's a chump", She then had a determined look, "Ah owe them both an apology".

Back in the Marvel world, Chun Li and Spencer had finally caught up to where The Avengers were heading, they were quiet enough not to draw attention and kept an eye on The Avengers. The place in question was guarded though, by Doombots and Skrulls.

"Damn, do we just barge in?" Spencer asked. Chun Li shook her head, "Too dangerous, we should try to do this with stealth".

"Did someone say stealth?" a voice behind them said. They turned around and saw Hawkeye & Wasp.

"More Avengers!" Spencer got in fighting position, but Wasp put her hands in the air defensively, "Whoa, relax, we're not mind controlled, we're survivors".

Spencer glared, "You're still Marvel Chumps, we don't need ya here, so buzz off".

Hawkeye glared back, "Hey pal we have just as much reason to be here too, those are our friends and we want to save them!"

The two stard down, but Chun Li got in the middle, "Enough, let's not fight", she turned to Spencer, "They have a point, I'm sure they're worried for their friends, plus we could use the help".

Spencer looked confused, "We can't trust them, they're from Marvel, their world and our world are fierce rivals!"

"Yes, but now is not the time for that rivalry", she turned to Hawkeye and Wasp, "Now is a time for truce".

Wasp nodded to Chun Li, showing she's willing to put the rivalry aside. Hawkeye looked hesitant but he also gave his nod of approval, despite Spencer rubbing him the wrong way.

Chun Li focused her attention back to Spencer, "If they can help us then that's all that matters, we need to stop Doom and Wesker before they take over all the worlds".

Spencer groaned and then let out a sigh, "Fine, have it your way."

Chun Li nodded and turned to the heroes, "How will you be able to help us?"

"I can shrink down and distract the guards while Hawkeye used his arrows to take them out from afar, and use that tactic as we go through the base," Wasp explained.

Chun Li nodded, "Sounds good, lead the way". Wasp then shrunk down and approached the guards and blasted them a bit.

"Destroy invader", a Doombot said as the guards tried swatting Wasp, but she was pretty fast. Hawkeye used his arrows to destroy the Doombots and take out The Skrulls, specifically using the ice arrows for that.

"Nice work, let's hurry up", Chun Li said. They all went to the front gate; Hawkeye used some arrows with plungers to shoot some security cameras. They then proceeded through the base, carefully taking out all Skrulls and Doombots.

As they continued they encountered a room that had Doom, The Avengers and a giant portal. They quietly snuck into the room and waited near a corner to listen in on the plans Doom was giving to The Avengers.

"You four are to go to Equestria and assist Albert Wesker and his allies, you are to help them take down the Princesses of that world, capture Spider-Man and possibly his wife Princess Twilight Sparkle and eliminate Ryu, Dante and Chris Redfield, do you understand your orders men?"

The Avengers nodded, "Also once in Equestria, you will be taking the form of a Pony, so you're gonna have to get used to your new forms quickly, do you understand those instructions?" The Avengers again nodded, "Good, now enter the portal", Doom opened the portal and the 4 went through.

This surprised the four invaders, to know that The Avengers are about to take over another world. Doom then left the room to handle other business, leaving the Invaders alone. They immediately rushed to the portal and checked it out.

"Wow, another portal, just like the one Reed Richards has", Chun Li said.

Hawkeye looked around, "Also a bit like Stark's".

Chun Li turned to Spencer, "Think you can hack it?"

Spencer nodded, "Yeah, wait are you thinking about going to this Equestria place?"

Chun Li nodded, "We must, their world is in danger, plus we need to help Ryu, Chris and Dante, not to mention Spider-Man's also in trouble".

Spencer rolled his eyes, "Spider-Man? What's so great about him anyway that all these villains are interested in him? He's just some puny kid that swings on a web, any moron can do that. You wanna see swinging, check out my moves, I can fight in the air better than Spider-Man."

Wasp glared, "Can you not talk about my friend like that? I think he's great just so you know, personally I'd love to see him again, missed him last time he was here. I heard he had a dragon with him, that sounds really cool too."

Chun Li nodded, "Besides Spencer, Spider-Man is a great fighter and a great hero. He's actually one of the few Marvel residents I have respect for", she turned to Hawkeye and Wasp, "No offense you two". They gave a sign of 'none taken', Chun Li continued, "We need to help him." Chun Li blushed, "Besides, I kinda miss him myself."

Spencer looked curious, "Wait what? What could you possibly miss about him?"

Chun Li grinned, "I like his dorky attitude, makes him cute to me".

Wasp giggled, "A lot of girls find him cute honestly. I've seen him without his mask, he's very handsome".

Chun Li nodded, "I've seen pictures myself, that Twilight Sparkle girl is very lucky".

Spencer rolled his eyes a little, "Fine, we get it, he's a great looking guy, apparently. I've seen pictures myself, looks like a nerd honestly".

Hawkeye spoke up, "This might sound strange but I agree with Spencer, enough getting all giddy about Spider-Man, let's just tackle the job at hand."

The four nodded and Spencer started to hack and found the place and the coordinates of where they last went.

"Don't open the portal right at their coordinates, we could end up walking into a trap, put it a little further back," Chun Li warned. Spencer nodded and put it so they were not too far but not too close. The portal opened up and the 5 jumped through, ready to tackle the task at hand.

Also in Equestria, Ryu, Chris and Dante are walking along, on their way to Canterlot, hoping to get a few answers there.

"Once we head into that city, we can find out a few things about this world," Chris said.

"Think the ponies would talk though? They might know we're outsiders and likely not trust us," Dante said.

"They better, their world is at stake, hopefully we can find a few answers from them, one way or another," Chris said.

"I can help you with that", they heard from above. They looked to see Thunderlane approach them, offering a friendly yet smug smile, "Name's Thunderlane, I saw you 3 in Ponyville yesterday, you really laid it onto Spider-Mane verbally, though I finished the job after you left, bringing up all the crap he caused our world and how these ponies still love him because he's oh so handsome and stuff like that."

Chris looked a bit suspicious of Thunderlane, mainly the hood, but he was curious about him, especially hearing that he doesn't care for Spider-Man, or Spider-Mane. Chris thinks that name sounds stupid honestly, as does Dante.

Dante himself seemed a bit interested; he liked his style plus his name sounds cooler, "Nice to meet you Thunderlane, name's Dante, these are my friends Chris Redfield and Ryu."

Chris and Ryu waved to Thunderlane, who then proceeded to speak, "Nice to meet you 3, I take it you're here to find that Wesker guy, and since you need some help, added to the fact that you hate Spider-Mane as much as I do, maybe we can form some sort of alliance, I can give you all the details you need".

This raised the curiosity of the Capcom heroes, Chris spoke next, "What can you tell us?"

Thunderlane had a satisfied smile, he had this wrapped up, "Let's walk and talk bros", he walked with the guys as they all shared some info.

Also in Ponyville, Rumble's foasitters Flitter and Cloudchaser are looking over some stuff for Rumble. His brother was his caretaker, with him on the run and Rumble's parents not being around, plus those two not being able to support a colt living with them, they were concerned as to what they needed to do.

"What do we do now sis? Who's gonna take care of Rumble?" Flitter asked.

"I don't know, but we need to figure something out quickly, otherwise Rumble's gonna be sent to an orphanage or something", Cloudchaser said.

As they thought, Rumble arrived home, feeling a bit cheerful, "Hi Flitter, hi CC".

They waved at him with fake smiles to hide their concern. "You seem cheerful today Rumble", Flitter said.

Rumble nodded cheerfully, "Yeah, I just talked to Spider-Mane and Twilight Sparkle, they're really nice ponies, they came to my aid after a mare got angry and yelled at me."

Cloudchaser looked angry, "Who yelled at you? I'll kick her ass!" Flitter calmed her down.

"Easy CC, Peter and Twilight handled it", Rumble said.

"Fine, glad to know they seem to care for you, despite what that brother of yours said", Cloudchaser stated.

That made Rumble a very sad, the situation his brother's in was still a sore spot, "I miss him, even if he was mean. I don't know why he hates Spider-Mane, he's really nice, I'd really like to visit him more, maybe he wouldn't mind, do you think so girls?"

The two nodded, then Cloudchaser had an idea, "That's it!"

Rumble looked confused, "What's it?"

Cloudchaser shook her head, "Nothing, just go eat or something, I need to discuss something with Flitter".

Rumble shrugged and left the sisters alone. Flitter looked curious, "What's up?"

"I have some ideas, but I can say that later, we will be paying a visit to the Parker-Sparkle family home", Cloudchaser said.

Flitter looked confused, but it died down when Cloudchaser started explaining her ideas, which Flitter was hopeful would work.

Author's Note

Everything's nice in Ponyville, can't say the same about New York City though.

Also Peter has some weird fantasies, does Twilight have the same ones?

Battle in Canterlot I

The portal opened in The Crystal Empire. Wesker and his allies stood in wait as 4 figures emerged from the portal. First was a unicorn pony in Iron armor, "Oh look, it's Iron Man", Tron said with a cocky smile.

Next was an Alicorn pony with light grey coat with a hint of green and blonde mane and beard with a long cape and a large hammer. "Well if it isn't Thor, much like Dante belives to be better than his brother", Vergil said.

The third was a big green angry Earth Pony with a dark green mane, "The Incredible Hulk, doesn't look so Incredible to me Honestly", Bison said.

The fourth was an orange yellow pony with blonde mane and American Flag Shield, "Captain America, the ultimate prize, it's good to see you", Wesker said with a confident smile.

The Four Avengers stood side by side, face to face with the 3 Capcom villains.

Bison's confidence grew at the sight of The Avengers under their control, "This should prove to be a success, with The Avengers on our side, maybe we can finally deal with Spider-man and his herd of ponies".

Vergil looked unconvinced, "Can we trust that this will work? Suppose these devices fail? Or they're freed by Spider-Man's allies? We don't need any more enemies, we're outnumbered as it is, and close to being outgunned".

Wesker turned to the concerned half demon, "Vergil, don't start with your paranoia, we'll be fine. But for now we need to get moving, round up the others when they are ready, we're off to Canterlot".

Vergil looked curious, "Why Canterlot?" Wesker turned to him, "If we stay here, Peter & his allies might show, and it's just gonna be us playing defense, if we're gonna fight them, might as well have something for us to gain, we can take down The Princesses and control Canterlot, then Doom can send his army here and we can finally take over, I will soon be a God."

Wesker turned to The Avengers, "I expect you all to succeed in your plans, do not disappoint me, we will now make our way to Canterlot, let's go round up the others."

The group then went over to find Tron Bonne and the allies. She had just finished giving Shocker New Gauntlets and adjusted them so they can protect his wrists, that way he can walk like a normal pony.

She also adjusted Lightning's Wings so that they are protected by Metal and she'll be able to fly.

Vega has something on his ribs so that it would protect him when he's fighting, it also alleviated the pain a bit. She also gave him a stronger claw that can penetrate stronger surfaces, and do damage to Spider-man's tough skin.

"This is perfect, there's just one more thing to handle", Tron said and presented them with machine guns, "Probably not your style but given your weakened states, it could help you a bit".

They each looked unsure about the idea of using firearms, but whatever they needed to do at the moment. "Whatever you say Tron", Vega said.

Wesker gestured to the front, "Time to go, we have a kingdom to invade".

As they all started moving to their objective, Sweetie Belle approached them, "Hey, where are you all going?"

Vega turned to her, "We're on our way Canterlot".

Sweetie looked excited, "Oh, can I come!? I'll be able to see Princess Celestia and Princess Luna!".

Vega raised his eyebrow, "It's not a vacation chica, we're going to invade".

Vergil groaned and spoke under his breath, "Seriously is this filly dense or something?"

Sweetie looked worried about that, "Invade? Wait you can't do that, you can't fight the princesses!"

"Sweetie", Vega started saying, "I know they're probably your friends but we have a message to send to that pendejo Peter Parker, now I know that-"

"It's not just that Vega", Sweetie interrupted, "The Princesses are really strong, only Peter's strong enough to fight them".

That seemed to strike a bit of a nerve in the villains, especially Vergil. Wesker however seemed a bit more motivated, "Then it should be a fun experience for us".

Sweetie approached them, "It's not safe, I can't let you all go, especially not you Vega, I don't want you to get hurt!"

Vega wanted to refute but he can see the concern in her eyes, she really didn't want them to get into any form of danger. At this point he started to sympathize with her, and was gonna protest in favor for her but Vergil stepped in, "Listen, if you're so concerned, why don't you come here a moment and I can show you something to prove we'll be just fine".

Sweetie looked curious, "Um, ok what is it?" she approached him and then suddenly he grabbed her and looked into her eyes. Suddenly he started transferring some dark energy into her body through her eyes, causing her to scream in terror.

Vega looked concerned, "Vergil? What the hell are you doing!?"

He went in to stop them but Vergil shouted to The Avengers, "Restrain him!"

The Avengers approached Vega and grabbed him, preventing him from stopping Vergil's process. Sweetie Belle continued to scream until Vergil was done and he let her down, Sweetie panting in fear with tears in her eyes. That was such a horrifying experience for her.

"What did you do to me!?" Sweetie shouted, her voice cracking in fear.

Vergil grinned, "You should be thanking me, now let's go".

Sweetie looked even more scared and confused, "Wait, I'm coming? What for?"

Vergil angrily turned to her, "Because I said so! Now get moving!"

Sweetie looked unsure, she definitely didn't trust Vergil, but she didn't want to try his patience, so she followed, but stayed close to Vega, who bought her closer to him. Vega wanted to make sure nothing else happened to Sweetie Belle, "Do we take the train?"

Tron did her trademark laugh, "Oh don't be silly, I have something better than a train."

Vega looked curious, "Really, what?"

Not much later, the villains are seen driving Motorcycles that Tron brought over, specially designed for their pony bodies.

Each villain had their own Motorcycle, as did Captain America. Iron Man however was able to fly, as was Thor. Hulk kept up on foot and Sweetie rode with Vega, sitting behind him and clutching to him for deal life.

"This is such a cool idea!" Lightning said.

"Damn straight, when you're on the Highway to Hell, you ride there in style!" Shocker shouted.

"I've been to hell, overrated place", Vergil said.

They all drove through Equestria on their cycles, on the way to Canterlot, another city to invade.

Meanwhile, we see three ponies step out from hiding, a fourth one coming down from some rappels on the castle. We see a purple Pegasus with blonde hair, a yellow Unicorn with brown hair and a bee striped tail, an army green Earth Pony with brown braided hair and a bionic arm front left arm and a light blue Unicorn with brown hair and some buns.

"Spencer, did you get all the info?" the light blue Unicorn asked.

The Army Green Earth Pony nodded, "Sure did Chun Li, I got most of it, they're heading to some place called 'Canterlot' to go after some Princesses".

The Purple Pegasus spoke, "Princesses? Isn't Spider-Man married to a princess?"

The Yellow Unicorn spoke, "He did Clint, not sure which princess it is but regardless, we need to stop the villains ".

Hawkeye nodded, "You're right Janet", he turned to Spencer and Chun Li, "Let's hurry, there a way to catch up to them?"

Spencer pondered, "They're taking Motorcycles, but they did mention something about a train, apparently they have trains in this world, let's go ask the ponies which one goes to that 'Canterlot' place".

The four ponies made their move, they had worlds to save.

Later in Ponyville, it's almost nighttime, Peter wants to get to bed with his lovely wife, who is suddenly being weird. She seems to have taken a liking to the idea of a 3 way, much to Peter's discomfort.

Peter just wanted his life to not be so weird, between dealing with his own emotional issues, the fate of 3 worlds, the fact that some villains are after him and trying to capture or kill him, Johnny being a pain and Thunderlane spreading his hate message of Spider-Mane, he wasn't sure what else could happen.

Suddenly a knock on his door occurred, causing some more frustration, "Better not be something stupid, I can't handle any more stress right now", he opened the door and saw the twins Flitter and Cloudchaser.

"Hey…Flitter and Cloudchaser right? What brings you both here?" Peter asked.

"Hi Peter, sorry to bother you so late but we really need help", Flitter said.

Peter nodded, "Go on, I'm all ears".

Cloudchaser spoke, "It's about Rumble, see Thunderlane was responsible for Rumble, he mostly took care of him, with help from us, but with Thunderlane going rogue Rumble doesn't have anyone to take care of him".

Peter looked curious, "Don't they have parents?"

Cloudchaser shook her head, "Their parents aren't around, that's why Thunderlane was his legal guardian, so we could really use your help Peter, we need to find Rumble a place to live for the time being".

Peter tapped his chin, "What about you two? Can't he live with you?"

Flitter shook her head, "We would love to but we can't support him, Thunderlane could barely do it on his own, that's why we both helped him, but without Thunderlane it's harder for us to support Rumble. At this point we want to work extra hours so we can make enough to help him, but that means leaving him alone more, which we're not comfortable doing".

"So we need your help finding somepony that can take him in, you know ponies around here, anyone looking to temporarily adopt a young colt, at least until my sister and I can save enough to take him in for good?" Cloudchaser asked.

Peter thought a moment, he really wasn't sure, but he felt he had to do something, his brother went rogue because of him, the least Peter can do is find Rumble a new home.

"I'll figure something out, don't you worry girls, Rumble will be taken care of", Peter assured, much to the relief of the twins.

"Thanks Peter, you're a life saver", Flitter said and hugged Peter, much to his surprise.

"Uh thanks Flitter", Peter said while nervously chuckling.

Before the twins left, Twilight had come to the door, "Hey Peter, who's at the door at this time?"

Peter turned to Twilight, "It's just Flitter and Cloudchaser, they just need help finding Rumble a new home for the time being".

The twins nodded, confirming Peter's statement.

"Peter's nice enough to help us find a home for Rumble with his brother going rogue, if you know anypony Twilight, that would be really helpful", Flitter said.

Twilight then smiled ear to ear, "I have the perfect solution…Peter and I can take Rumble in!"

Peter did a double take, "Wait what?" Flitter and Cloudchaser also did a double take, "Wait what?"

From down the street, they heard Pinkie Pie say, "Wait what!?" That caused them to raise their eyebrows in confusion, but Twilight decided to get to her point, "Me and Peter can take Rumble in, we'll both watch over little Rumble like one of our own!"

Peter chuckled nervously, "Hey girls, I need to talk to Twilight a moment, wait out here please".

The twins nodded as Peter closed the door, then he looked to Twilight with eyes full of confusion, "Twi, what are you doing!? Why did you suggest us!?"

"We've always talked about having another child, and you did say you want a son, Rumble's great practice for that", Twilight explained.

Peter raised his eyebrow, "Twilight, as much as I would normally be ok with this, there's a few problems. Number one, we're in the middle of a crisis, so this is too risky. Number two, his brother hates me. Number three, Mayday might get jealous if we take in some kid and treated him like our son. Number four, you're in the middle of your 'Let's have a 3 way' mindset, it's gonna be weird enough doing this while Mayday is around, because she's gonna wanna know why mommy and daddy are kissing a somepony else, to have Rumble around is gonna make things extra weird!"

Twilight took a moment to register everything Peter said, "Ok, here are my counter arguments. Number one, the crisis situation is probably why we should take him in, make sure he's safe. Number two, I know Thunderlane hates you but if you take care of his little brother, maybe that will alleviate some of the hatred. Number three, Mayday will get jealous whether we take in a child or have one for ourselves, this could be a good way to teach her about sharing her parents. Number four, don't worry about the 3 way stuff, we'll focus on that later, but for now, I think we should take Rumble in".

Peter tapped his head a moment, thinking of whether it's a good call or not, "I'm just not sure, I mean I want to help but considering everything that's happening, it just doesn't seem like the best time, I'm having my doubts".

Twilight walked to Peter with a reassuring smile, "You're already a great father to Mayday, and he seems to like us, maybe it can work. Besides he's such a cute little guy, I kinda would like to have him around, he can be like a brother to Mayday".

Peter sighed, "Fine, we'll try it your way Twilight". Peter opened the door to greet the twins, "Ok, we'll take him in".

Flitter squealed in excitement and hugged them both, "Oh thank you, you're the best couple!", she broke away, "And don't worry, me and Cloudchaser will help you both take good care of Rumble."

Peter nodded, "Sure thing…so when do you want to bring him in?"

"We can do it tomorrow, he's gonna stay at our house but tomorrow we'll bring him here".

Peter nodded, "Ok, see you then", he waved good-bye to the twins and then closed the door, very worried, "I hope we don't screw up".

Twilight approached him again, "Peter, we're great parents already, how hard can it be taking in Rumble?"

"Taking in a foal is a bit different than raising one from birth", he turned to Twilight, "I hope you can find a good book about that".

Twilight tapped her chin, "Or maybe instead of a book, we can try the next best thing", she looked to Peter with a reassuring smile, "An actual first hoof source".

Peter looked confused, "First hoof how?"

"Worry about it tomorrow, for now let's just get some rest", Twilight said.

Peter shrugged and decided to head to bed, he was exhausted.

Meanwhile with the villains, they had stopped for the night at a Motel, they got in pretty cheap since Vergil turned out to be a pretty good negotiator, plus he had a big green bodyguard by his side.

Wesker, Vergil, Bison and The Avengers went to one room to make their plans. The side villains went to another room; there were two beds, one for Shocker and one for Vega, who shared a bed with the mares.

Shocker looked at him with slight annoyance at him sharing a bed with two mares, "Of course", he didn't care, he laid back, "Just don't start 'getting it on' over there, otherwise I'm blowing the 3 of you out of the room."

Vega laid on the bed with the two mares cuddled next to him, though Sweetie Belle shot a few dirty glances at Lightning Dust, she didn't like having to share Vega, but it couldn't be helped. Vega's just being nice, though deep down she just wants to be alone with him.

Lightning didn't mind cuddling next to Vega; he was quite handsome after all. Though Lightning at this point had a lot on her mind, she looked up to Vega, "Hey, Vega, mind if I ask you something?"

Vega shook his head, "Go on and speak your mind".

Lightning bit her lip, the question was a little degrading to her but she needed to ask, "Are you afraid of any of those heroes?"

Vega raised his eyebrow, "Afraid? Why would I be afraid?"

"You know, because they're really strong…especially Spider-Mane…that look he had in his eyes, it's like he was ready to kill me, that really scared me".

Sweetie Belle scoffed, "You worry too much, Peter would never kill anyone…except King Sombra, but to be fair, he really didn't want to".

Lightning still looked unconvinced, "What if I make him cross that line? I don't wanna fight him again honestly".

Vega took this time to ask her an honest question, "So…are you afraid of Peter Parker?"

Lightning hesitated a moment, then nodded to confirm her fears, "Yeah…I am".

Vega held her closer, "Then I shall protect you from him", he held Sweetie Belle closer, "You too Sweetie Belle".

Sweetie smiled, but then felt some confliction; she really just wants everyone to be friends, at least Vega & Lightning Dust, and maybe Shocker to an extent.

Shocker himself chimed in his two cents, "Lightning, I've known Spider-Man for years, trust me no matter how mad he might get, he never goes for the kill. The only time I remember him attempting to kill is when he had that freaky alien suit on, I should know, he nearly killed me once too".

Lightning looked surprised, "And you weren't afraid of him?"

Shocker shook his head, "Maybe for the moment, but once he lost the suit and went back to his normal annoying self, I had no reason to fear him, because I knew he wouldn't do that again. I gotta hand it to him though, it probably takes a lot for him not to kill any of us, it would definitely make his life a lot easier."

Lightning still looked somewhat unsure, but she decided to trust her allies in this case, considering Sweetie Belle knows Peter as a friend, Shocker knows him as an enemy and Vega vowed to keep her safe, all she could do is trust their judgment, she simply nodded off to sleep, though the fear of Spider-Mane still lingering in her mind.

Meanwhile on the train it had stopped for the moment, apparently it broke down...again. "I swear, some force of nature is just messing with us", Spencer complained. The others nodded in agreement and waited for the train to get back up and running.

The next morning, Peter and Twilight were walking through Ponyville, Twilight had wanted to take Peter somewhere to help them with this adoption situation. Although it wasn't anything permanent, they still wanted to be sure they could make good guardians to Rumble so they went to find a pony that can give them good advice.

"You're still sure this is a good idea Twilight?" Peter asked, still unconfident over this whole scenario, "I think we might be getting in over our heads. I mean Mayday's easier because we raised her from birth so obviously we know her wants and needs, but Rumble might require something different, something we can't supply to him".

Twilight nodded and gave a reassuring smile, "We got this Peter, we're gonna get the proper advice we need, just trust me on this".

Peter nodded; he could almost always count on Twilight's Judgment, a rare exception being her decision to agree with Johnny Storm's idea, though he's hoping that blows over. They eventually arrived at their destination as Twilight knocked on the door & waited.

After a few moments, the door was opened and there they saw the Ponyville Mail Mare Derpy Hooves.

"Hi Twilight, hi Peter, what brings you here?" Derpy asked with her usual cheerful attitude.

"Hi Derpy, nice to see you, we're here because we could use your help with something, some helpful advice if you will".

Derpy looked confused a moment, nopony usually comes to her for advice, especially since a lot believe her not to function well in the head, though she knows that Twilight and Peter know better than that. But she was willing to help the Power Couple so she decided to do her best, "Oki, come inside if you'd like, I just got some muffins".

The couple nodded and went in. Derpy offered them their couch, which they proceeded to sit and wait while she got the muffins.

While the two waited, they saw Dinky enter the room and wave to the couple, "Hi Twilight, hi Peter, nice to see you both", she approached Peter, "Did you fully heal from what that Wesker creep did to you?"

Peter nodded, "Yeah I'm fine, he got in a lucky shot, but I'll make sure it doesn't get another".

Soon Derpy game in with her muffins, "Dig in everypony". Everypony nodded and started eating.

"So what advice did you both need?" Derpy asked.

Twilight wiped her mouth of any muffin crumbs, "We need your advice on adoption, we figured it's best to come to you since you yourself had adopted Dinky, so you would know better than us on how to raise an adopted child".

Derpy gasped, "You two are adopting? That's so nice, but don't you already have a daughter?"

"It wasn't planned", Peter said after taking another bite, "We just found ourselves in this situation after Twilight jumped at the thought".

"You remember Thunderlane, right Derpy?" Twilight asked, earning an angry nod from Derpy, she had grown to dislike Thunderlane for how he's acted lately, "Well after he went rogue, his brother's had no one to care for him, so me and Peter were gonna take him in".

"Only temporarily", Peter added.

Twilight nodded in agreement, "Yeah, just for a while, thing is we don't know how long a while is. So we figured that it would probably last a long time, so we need to make sure we do things right, now you took Dinky in when she was fairly young so it might have been easier for you".

Derpy shook her head, "No it was still hard, I was barely grown myself, I was still a teen when I took her in, but I'll still be able to help you with what you need, sometimes it's not just the age, it's simply making sure the child feels loved."

Twilight nodded, "Right, so how do you handle raising an adopted child?"

Derpy thought a moment, "It wasn't easy, I was a single mother raising a young filly, she was only 6 and I was barely 17, I had to work really hard to make sure I was able to feed both of us, it wasn't easy, but very much worth it in the end".

Peter looked amazed, "Wow, didn't realize you were so young, I mean I knew you looked too young to be a mother, but to take in a child at that young of age, you have a lot of heart".

Twilight nodded in agreement, "Yeah, though why did you take in Dinky?"

Derpy started reminiscing, "For one when I first saw her, she was a young orphan, rummaging through garbage bins sometimes. She had nopony to care for her and it broke my heart, but truth be told I never considered myself the first choice, like I said I was 17, I didn't know anything about raising a filly. So I tried finding her a home, but nopony else was interested. I didn't want to send her to an orphanage because I wasn't sure how much love and attention she would actually get, that's when I decided to just adopt her myself."

Peter & Twilight looked amazed so far, Dinky had memories of these events herself, but she always enjoyed hearing this story, it always had a happy ending for her.

"A lot of ponies though I was foolish to take her in, some weren't sure I could handle it, especially since they thought I was mentally disabled. But that just motivated me to try, I worked hard at my job to bring in extra bits, I always made sure she was taken care of; I did everything I had to. In the end it was all worth it, because she turned out to be a great filly and a great daughter, one I'm very proud of".

This story brought a smile to Dinky's face; she loved this part of the story. Twilight & Peter each rubbed a tear from their eyes, this story was really heartfelt, "I wasn't totally alone either though, my friend Golden Harvest helped me, now Doc's helping me, if I'm lucky enough with Doc, Dinky may finally have a dad".

Peter's heart felt really warm right now, "That's such an amazing story, proof of the mantra my uncle taught me, 'With Great Power, Comes Great Responsibility', you showed both Derpy".

Derpy blushed, "Thanks Peter…means a lot".

That occurred to Twilight, "Peter that reminds me, you yourself were technically adopted right? By your Aunt and Uncle, if they can pull it off I think we can".

Peter realized the obvious, "Right, I forgot about that, they've been around my whole life and treated me with so much love I forget that fact…that's what we need to do", he looked to Twilight, "We gotta throw out the adoption title and just treat him like our own and not some kid we're taking in".

Derpy nodded her head, "Exactly Peter, just go with it, like with me and Dinky, if you show Rumble that you love and care about him, then everything else will come naturally, you'll see it's no different than raising your daughter Mayday".

Peter stood up, "Alright, we got this!" he turned to Twilight, "Let's head home; we have a kid to adopt!"

Twilight grinned, "I'm so excited, I can't wait til that little cutie is in our family".

Peter turned to Derpy and Dinky, "Bye ladies, and thanks."

The two mares waved bye to the power couple as they left the house. Peter's confidence felt really high, "I hope this is a sigh of good will to come."

Twilight nodded, "I hope so, I want this to work."

Peter looked to Twilight with his charming eyes, "It will, because I'll have you", he gave her a nice kiss, "And you'll have me."

Twilight blushed madly, "Oh Peter, you're such a romantic guy."

Peter grinned, "You make it easy". The two giggled a bit before heading back home.

Meanwhile the villains had finally made it to Canterlot, still on their Motorcycles, "This is it, the great City of Canterlot", Wesker said.

Vergil looked around, "Looks pretty medieval, even compared to Ponyville."

Vega also looked around, "Almost reminds me of home…I wonder if the ponies here are just as shallow and greedy as the people back home?"

"Only one way to find out", Wesker said and revved his cycle, "Let's go!"

The villains then rode their Motorcycles through the city, causing all the citizens to jump out the way. Many freaked out when they saw The Hulk run through town.

They villains finally approached the castle and parked their cycles out front, "Time to pay the Princesses a visit".

Before heading inside, Wesker turned to The Avengers, "Stay out of sight, don't come out unless I tell you to".

The Avengers nodded, with Cap saluting and saying, "Sir, yes sir".

Meanwhile in the castle, Celestia is working on some royal documents, while still trying to figure out how to handle this invasion. Soon Luna came in with some news, "Sister, that prisoner we captured is proving to be very difficult, saying that he won't give us info we want, unless we pay him enough".

Celestia sighed, "Worry not about it, I doubt his leaders would have told him much, he doesn't look like the type to hold too much vital information".

Luna nodded, "I should think not, he isn't very intelligent".

Also entering the room were Shining Armor, Princess Cadance and Flash Sentry. After the Crystal Empire Invasion, they had came to Canterlot for some safekeeping.

"Auntie Celestia, what do we do about this evil group of invaders?" Cadance asked, "They took our Kingdom and nearly killed Peter, how do we combat something like that?"

Celestia looked pretty concerned herself, she wasn't sure if she could answer that question herself, "It will be very difficult I should say", she turned to the other, "Our only hope is to stay together and stand united, then hopefully we can-", suddenly a ruckus was heard, "What's happening?"

The ponies went down to the first floor of the castle in the main entrance area, where they found the doors broken down and several guards incapacitated.

Celestia looked around in astonishment, such damage in so little time. She looked to see The Culprits standing in the door before her.

"Hello Princess", Wesker stated with a smug grin.

The others also took note of the culprits, Cadance herself looked very concerned, "Oh no, it's them!"

Flash Sentry came in armed with a spear, "You won't defeat me this time, now die villain scum!" he flew in armed with the spear but Wesker simply whacked him out the way and crashing into the wall.

"Such an imbecile", Wesker said, obviously annoyed.

"He reminds me of that so-called warrior in the Pink Gi", Bison stated.

Celestia glared at the villains, particularly Wesker, who then suddenly approached Celestia. "Allow me to introduce myself. My name is Albert Wesker, I am merely a business man, and I am here to do business with you Princess Celestia".

"What business could you want to discuss with me?" Celestia asked very sternly.

"Simple, we're in the business of expansion, we already have a nice piece of territory in The Crystal Empire, so naturally we want to have a little bit more", he looked around the castle, "I'd say this place will do wonders for our business".

Celestia got into a defensive stance, "Seems as if your goal is to control this world, is that correct?"

Wesker's smile seemingly answered Celestia's question to an extent, but he then gave her a full answer, "My main goal is to capture Spider-Man, but taking over this world, as well as his and mind are priorities as well".

Celestia looked as if she were ready and willing to fight Wesker, but Luna herself stepped forward, "Hold it rapscallion, I shall not allow you to place harm on Peter Parker, you and your allies have caused enough trouble in this world!" she got into a fighting stance, "After what you did to The Crystal Empire, the terror you caused in Ponyville, and nearly killing Peter", she stopped a moment to intensify her glare and spoke very sternly, "Especially for nearly killing Peter", that last line peaked Wesker's interest, Luna continued her threat, "I shall deal with you myself!"

Vergil and Bison stepped forward but Wesker held his hooves out, "It's fine gentlemen", he offered a sinister smile, "I can handle this".

Luna walked toward Wesker, glaring at him intently as he offered a cold and sinister smile, "Your move Princess".

Luna then fired a beam out of her horn, knocking Wesker out of the castle and several feet back with Luna pursuing him.

While the other villains went to check on the fight, Celestia decided to write a letter to Peter and Twilight, "I need to let them know the ones they are after are here, perhaps we can either defeat them ourselves or at least hold them off until Peter arrives".

After she finished the letter, she sent it off and joined the others to watch and observe the fight.

In Ponyville at the Treebrary, Spike had belched up the letter, much to the annoyance of Logan, "Doesn't that hurt though? You're hacking up a letter!"

Spike patted his chest a bit, "I'm fine, I'm used to it, it's only when it happens at an excessive rate that it hurts, like the time that Celestia sent over 20 letters to Twilight one by one during their first fight with Discord."

Logan cringed, he felt sorry for Spike at that point, something like that must be quite a burden. Though in the middle of his thoughts, Spike started to freak out, much to Logan's concern, "What's wrong kid!?"

Trixie rushed into the room, "I heard Spike yell, is everything ok here!?"

Logna went to calm down Spike, he looked very nervous, "Speak up, is something wrong with The Princesses!?"

Spike nodded, "It's Wesker and his allies! They're attacking Canterlot!"

Logan's eyes widened, "Shit!" he turned to Trixie, "Where are Twilight and Peter!?"

Trixie gesturted south, "They went to pick up that foal they adopted! Let's go!"

As they left, Mayday, who was playing in the living room, simply waved and said, "Bye, bye!"

After a few moments, the 3 sheepishly went back into the house, their faces containing a blush due to what they considered a foolish move.

Trixie picked up Mayday and placed her on Logan's back, "Please don't tell your mom and dad".

Logan nodded, "Yeah, I can handle Parker when he's pissed, but an angry Twilight is something even I wouldn't mess with".

Spike shuddered, "Yeah, I saw Johnny last night at Sugarcube Corner, he looked so shaken up".

The trio then left to find Twilight and Peter.

Back in Canterlot, Luna was attempting to blast Wesker with her magic as he ran through Canterlot, but Wesker was able to dodge her attacks with his quick speed. His speed was almost on par with Spider-Man's, might not be as fast but it was enough to dodge her attacks.

The ponies of Canterlot ran away in fear, not wanting to get caught in the crossfire of Wesker and Luna's battle. Wesker stood in one spot in the streets, almost begging for Luna to attack in some form.

Luna flew in and attempted to impale Wesker with her horn, but he managed to grab her horn before in connected and then slammed her on her back and tried to punch down but she rolled out the way and blasted him back.

He did a backflip and landed in a skid across the ground and rushed in with his super speed to punch Luna back. She caught herself in mid air and attempted to blast Wesker as he was following up on his attack, though he managed to evade them all until he got close enough and she was able to teleport behind him and blast him again.

Wesker got up and grinned at Luna, "You're off to a good start Luna, makes sense that you're this good, from what I hear you were one of the allies Peter Parker had during his big battle against The Green Goblin".

Luna nodded, "I was one of his greatest allies in battle!"

Wesker grinned, "I also hear you were one of his greatest enemies, tell me, how was the power you gained from The Symbiote? Was it grander than this Nightmare power I heard about? Vergil himself is fascinated with it as well".

Luna glared, "Neither you nor your underlings will gain such power, now fall!" Luna shot another beam at Wesker, but he managed to dodge the attack and jump to the top of a house. Luna followed him and blasted at Wesker but he rolled out the way and then jumped up to punch Luna down through the roof of another house.

Luna emerged from the whole and flew angrily at Wesker but he sidestepped and managed to strike her hard in the face and knock her to another rooftop several yards down.

Luna stood up and wiped some blood out of her mouth and quickly put up a barrier to protect herself from another Wesker punch and zapped him off the rooftop. He landed though after a mid-air back flip. By this point his sunglasses were broken, so he tossed them to the side and jumped into the air and landed down with a kick, but Luna dodged and then went for a buck kick.

Wesker was able to block the buck kick by grabbing her legs and then tossing her to the wall of a building. Wesker jumped at her with a strong punch through the building. They fought a bit inside before Luna blasted Wesker outside and she flew out in pursuit.

Wesker landed down and punched an oncoming Luna hard before following after her and punching her again in the gut, knocking her further back. Luna caught herself in mid-air and blocked a 3rd punch from Wesker and delivered a punch of her own to knock Wesker down.

She then grabbed a light post with her magic and tried to slam it on Wesker but he rolled out the way and kicked the light pole out of her magic grasp when she tried to attack again.

Luna growled, "Why won't you stay down!? You are prolonging your defeat!"

Wesker gave a look of false curiosity, "So you believe you'll defeat me?"

"I must, for Peter's sake, I shall defeat you and avenge his loss to you in Ponyville", Luna threatened.

Now Wesker was a little more curious, "You seem to really care for Peter, don't you Princess Luna?"

Luna nodded, "Peter Parker means the world to me, he is one of the very few to see me as a true friend", her voice started to trail off a little, with a sense of love and affection, "He is the greatest thing to happen to my life, one of the very few I've come to really care about", she then became serious again, "I will defeat you for his honor! You will fall by my hoof!"

That speech did little to impress Wesker, but it caused a sinister smile from him, "You do really care for him it sounds like, and actually, call me crazy but…do I detect a small sense of love and affection?"

Luna did not answer, she continued to glare, Wesker continued to prod, "You love him, don't you? I can tell from your voice, not to mention that I've heard my share of rumors, from Sweetie Belle, to even Eddie Brock. Despite his crippled state, when we interrogated him, he revealed a few things, between your attachment to The Symbiote and the things you've said, it sounds like a hopeless story of romance", he grinned at her, "You love him, but he doesn't love you, because he loves another".

Luna growled at Wesker, "You are trying my patience! My personal life is none of your concern! Now die!"

She attempted to blast Wesker but he dodged out the way and continued to taunt, "You know Princess it's unhealthy to obsesses over something you can't have!"

"Silence!" she shouted and blasted at him again.

"I've seen what this obsession does to others! It's happened to many people I've encountered!" he dodged another attack, "Their obsession becomes their downfall", he dodged again, "Much like this will be yours".

Luna growled and went to attack again with her magic, but Wesker countered and attacked Luna with a strong punch to her face, then hit her hard in the gut and did several hard and fast strikes and punched her far back.

She crashed against the castle wall, but staggered away to resume the fight. Unfortunately Wesker was ready and started attacking her again, he would do several punches and then teleport and do more punches. He would continue to attack with a move he liked to call 'Lost in Nightmares', striking her at every possible angle.

He finished his combo by punching her up through the window of the castle, taking her out the fight, giving Wesker a satisfied grin.

"That was fun", he turned to Celestia, "Now for you".

At that point, Sunset Shimmer rushed over at Wesker holding a sword with her magic, ready to strike. She was close and attempted to slash Wesker but Vergil had appeared before her and blocked her sword with his own.

"Interesting, you choose to use a sword?" Vergil asked. Shimmer glared and attempted to strike Vergil but he was able to block her attack.

She then started attacking relentlessly with the sword but Vergil was effortlessly blocking the attacks and then struck her back with a punch.

Shimmer got up and looked in terror as Vergil sent several light swords at her. Shimmer had then blocked each sword with her own, though one managed to pierce her through her hind hoof.

Vergil then rushed in to attack again but she blocked with her sword. She continued her assault, doing her best to bring down Vergil, but his skills were hard to match. As she went to attack, Vergil elbowed her chest and went for a slash, but she jumped back and blasted Vergil in the face.

Vergil rubbed his face a little and glared, "Lucky shot". Shimmer went to attack again with her sword, however her sword skills weren't as good as Vergil's, though he could tell she's practiced a little.

"Amateur sword user?" Vergil asked.

"Eh, I got bored one day, wanted to try something new!" she shoved Vergil back and attacked again but Vergil parried the attack and managed to disarm her and then knee her gut and strike her down.

"To take me down, you must fight like a mare, though you can't seem to handle something like that", Vergil taunted. Shimmer growled and went to attack again but Vergil managed to knock her to the ground with a hard strike.

He then held several light swords over her while she was down, "I suggest you stand down unless you want to die".

Shining Armor growled, "I gotta stop them!"

Cadance went to him, "You still haven't recovered from your fight at the Crystal Empire!"

"I have to try!" Shining Armor rushed at the villains, but Bison went in and struck Shining Armor several times before hitting a Psycho Crusher attack on him, taking him down very quickly.

"Such a shame", Bison said, and then turned to Cadance, "Your husband has great heart, but is very foolish".

Cadance glared at them, though she knew fighting them would be too risky.

Wesker, Vergil and Bison glared at Celestia. To make matters worse, Vega, Shocker & Lightning Dust were standing behind Celestia, each offering their own sinister smile.

Tron Bonne was looking around the castle, figuring out what she wanted to swipe, everything looked like it would fetch her a nice sum.

Sweetie Belle watched from the distance, very concerned though thankful no one's been killed so far.

Celestia looked to Wesker, "It isn't over, you must still best me in combat".

"Oh I won't be fighting you Celestia, that would be rude of me, I merely wish to talk", Wesker stated.

"And if I refuse?" Celestia asked. Wesker did a whistle, and then The Avengers showed up by his side, glaring at Celestia intently.

Celestia looked a bit surprised; the way they looked is exactly how Peter, Twilight and Luna had described the group of heroes she's heard about from Earth.

"You may have heard of The Avengers; Captain America, Iron Man, Hulk and Thor. They are also considered Earth's Mightiest Heroes. Now compared to me and my allies, they aren't that mighty. But compared to you…well that will be interesting to find out, now wouldn't it?"

Celestia looked a bit nervous, but she knew she had to fight to protect her subjects, even if she must die in the process.

"Now Celestia, you have 2 choices, either you surrender…or you die", Wesker warned. Before Celestia could answer, Wesker was shot from behind from a shotgun blast.

Vergil turned around and immediately had to block an oncoming sword strike. Bison had to block a blue fireball attack.

Vega, Lightning and Shocker rushed in to help but Celestia managed to blast each of them back and turned back to her unknown allies.

Wesker turned around to see would dare shoot him, and he saw one man, or one pony, he really didn't want to see, "Chris".

Chris Redfield was standing there, armed with his shotgun, "Wesker, I finally got you".

Vergil was attempting to parry away his opponent, who turned out to be Dante.

"Sup bro, miss me?" Dante asked. Vergil managed to parry his sword off and attempted to stab Dante in the chest, but Dante jumped back and got next to Chris in a defensive stance.

Ryu also showed up next to Chris, ready to fight, "Bison, you're going down".

Bison looked furious, "You are the last being I want to see!"

The three stood there, ready for a fight. Thunderlane watched not too far away, ready to head in if need be, "This is my opportunity. To prove I'm better than Spider-Mane".

The Avengers stood by the villains, ready to fight. Celestia was also ready for a big fight. While she wasn't sure what to think of the Capcom heroes, especially after hearing Twilight's description of them from Luna, they're all in the same boat, all they could do is put their differences aside and fight.

Cadance also watched from nearby, worried for the upcoming battle and what it would leave Canterlot in.

Meanwhile on the way to Canterlot, Peter, rocking his Spider-Man suit, is swinging over, ready to take down the villains. Twilight was also flying over nearby Peter, ready to protect her original hometown.

Spike was riding on her back, also just as determined to keep Canterlot safe from harm. Wolverine was running on the ground, running towards Canterlot, his above average speed coming in handy here.

Flying in the background was Johnny, with Trixie riding on his back; and Rainbow Dash, flying right near Johnny. However Johnny wasn't flying as fast as normal, it looked like he was holding back.

"Come on Johnny, pick up the pace!" Rainbow said.

Johnny shook his head nervously, "The further away I am from Twilight, the better".

Rainbow looked at Johnny with a 'what' face, "Seriously Johnny? She's not gonna hurt you, pretty sure she's calmed down".

"Not taking any chances!" Johnny said, still very fearful of Twilight.

"I can understand your worry Johnny", Trixie said, "As somepony who spent the last few years living with Peter & Twilight, I've seen how scary Twilight can be when angry".

This made Johnny freak more, "I should just stay out her way as much as possible".

Rainbow groaned, "Fine, whatever, let's just keep going!"

As they kept flying, Twilight turned to Johnny, freaking him out a bit and he stayed further back. Twilight giggled a bit, she wasn't mad anymore but she found it funny how he's acting. She'll be sure to tell him later that she forgives what he said, though she's having fun messing with him.

The group continued making their way to Canterlot, prepared for a battle.

Author's Note

This chapter was Half Feels and Half Action. Hope you enjoyed it.

Battle in Canterlot II

Ryu, Chris & Dante stared down against Bison, Wesker & Vergil, the tension getting thick. To add to that tension, Celestia is glaring at The Avengers, ready for a Four on One battle.

"Chris, we've done this many times, do you really want to go again?" Wesker asked.

Chris kept his gun ready, "I'll fight you as many times as needed, in any world; whether it's our world, the Marvel world, even this world".

Dante kept his sword ready, "Even if we do look like a bunch of ponies, seriously it kills the moment".

Celestia looked at Dante with great annoyance, is there something about her race that seems to be degrading to him?

Wesker got into a stance, "Chris, as oppose to Spider-Man, I am ready to kill you. I am done with you constantly standing in my way in my goal to become a God!"

"You'll never be a God Wesker, you'll always be a joke!" Chris aimed his shotgun, "And I will kill you Wesker, you and your allies will fall today".

Vergil looked to Wesker, "Your former pupil is quite brash".

"Almost as brash as that brother of yours", Wesker said.

Bison charged his Psycho Power, "Enough talk, I yearn to eliminate this meddlesome bunch! Starting with Ryu!"

Ryu locked his gaze on Bison, "I won't allow you to spread your fear on this or any other world! My teammates will finally annihilate you!"

Wesker looked to his allies a moment, then gestured forward, "Kill them".

The villains rushed in and attacked the Capcom Heroes.

Wesker rammed into Chris and knocked him back, but Chris rolled backwards and fired his shotgun. Wesker used his speed to dodge the bullets and approached Chris, ready to attack but Chris rolled out the way and whacked Wesker in the face with his shotgun and blasted him back.

Wesker looked a bit stun from the shotgun blast but he managed to recover and attack Chris again with a punch, though he rolled out last minute and struck Wesker several times with his punches and then managed to hit a haymaker to knock Wesker down. Chris's Earth Pony form managed to increase his strength a bit, giving him a better fighting chance, though Wesker still had the superhuman, or rather super pony strength and speed.

Chris went in to attack again but Wesker hit him hard in the gut, "You've gotten stronger Chris", he then did another punch that knocked Chris several yards back, "But you're still only a mortal".

Dante & Vergil engaged in a furious sword fight, matching their sword shots blow for blow. Vergil attempted to sweep Dante's legs but he jumped and hit Vergil with the helm of his sword and then slashed his chest.

Vergil held in his cut and continued to attack Dante, mostly playing defense to Dante's attacks, and eventually being able to parry and elbow Dante in the face and then slashed him across the chest and doing a strong kick to his face.

Dante wiped some blood out of his mouth, "Gotten much more nimble bro? You know, being a pony actually suits you, and your prissy attitude".

"Oh shut up and die Dante!" Vergil shouted and continued to attack Dante.

Ryu & Bison were battling nearby, Ryu throwing strikes at Bison, but he managed to dodge or block them and then hit an uppercut to knock Ryu back a little. He then did his cartwheel kick to Ryu and then did a psycho powered punch to knock Ryu back a little.

Ryu shook it off and rushed in with a Hurricane Kick and followed it up with a Hadouken to knock Bison off balance. Ryu then rushed in and did several punches and a few elbows and then did a spinning side kick to Bison's face, knocking him back.

Ryu rushed in to attack again but Bison teleported away last minute and reappeared over Ryu's head and did a double footstop to knock Ryu down. He then picked up Ryu and struck his torso a few times before punching Ryu back, "How foolish".

Celestia herself was doing her best to fend off The Avengers. She dodged a hammer throw from Thor and used a forcefield to block Cap's Shield.

She landed nearby and zapped at all of them but Iron Man rushed through the zaps and sent a beam down on Celestia, luckily she dodged last second and attempted to attack again with her magic.

Hulk arrived and attempted to slam his fist down on Celeatia, she dodged last second and blasted him back, but wasn't quick enough to dodge Cap's Shield toss, knocking her hard on the side.

Iron Man flew in and blasted Celestia with his Ion beam, knocking her to the side of a building.

Luna had recovered to an extent and along with Sunset Shimmer, went after The Avengers. However Iron Man fire a Uni-Beam at Luna and Cap did his Charging Star Shield attack to Shimmer, knocking them both back. Hulk then did a Gamma Wave to knock them back even further.

Celestia went to rejoin the battle, but Thor once again tossed his hammer, this time hitting Celestia, keeping her down more.

Tron, Vega, Shocker, Lightning & Sweetie stood outside the castle, watching the fights unfold, they were pretty entertained.

"So should we jump in at any moment?" Shocker asked.

Vega shook his head, "They've got this, Wesker's stronger than Chris, Vergil's more focused than Dante, and I know Bison well, he can handle Ryu, especially since that Penjedo Ken Masters isn't here to help him".

As they watched the fight, Shocker had a thought, "Shouldn't we go rescue Balrog?"

Vega thought a moment, "He can wait, never liked him much anyway, I don't like associating myself with hideous people, unless they're at least intelligent enough to be around". He looked to Sweetie, Tron & Lightning, "You both pass in the beauty department", he looked to Shocker, "And you pass in the Intelligence department".

Lightning blushed and had a smug smile, "Think I'm attractive huh? How about you and I have a little, alone time, later. I can find a nice cloud for us".

Sweetie glared, "Hey back off! He's my stallion!"

Vega chuckled, "Ladies, please, there's enough of me to go around".

Tron eagerly approached him, "Really!?"

Vega did a nervous chuckle, "Sure, why not? Peter Parker isn't the only one who can have a harem".

"That makes you just as bad you pervert!" they heard a voice say. Suddenly Vega was tackled down by Thunderlane, "I got you! You're going down sicko!"

"¿Qué carajo!?" Vega shouted, and then whacked Thunderlane away and glared, "Who are you!?"

Lightning got a good look at him, "Hey, I know you, you were at The Wonderbolts Academy!"

Thunderlane shot a smug look at her, "Yeah and you're the whackjob that made things difficult for me there, I had to constantly clean up after your mess. I'll say this though, the one Brightside to your craziness is that I got to save some damn fine looking mare, then I got to date her".

Shocker gave Thunderlane a deadpanned stare, "Wow, and I thought Vega was shallow".

Vega looked a bit taken back by that, "Hey!"

Shocker shrugged, "Just being honest, you DID manipulate that Unicorn Filly".

"I have a name you know", Sweetie said, a little annoyed being called 'That Unicorn Filly'.

Thunderlane looked surprised, "Sweetie Belle, thank Heavens you're ok", his demeanor toughened, "Do you realize how worried we were? Or the trouble you put Rumble through? He's been yelled at and threatened with physical harm because other ponies blamed him for what happened to you!"

Sweetie felt an urge of guilt course through her, "Wow...I didn't realize he would be blamed...I guess I didn't think of that part...", she looked to him with pleading eyes, "I'm sorry Thunderlane, I never meant for anything to happen to Rumble".

Thunderlane had his arms crossed, "What you did was really selfish Sweetie Belle, but nonetheless, I'll be taking you home, you'll be safe there".

Vega held his claw at Thunderlane's neck, "I don't think so, she stays with me".

The other villains surrounded Thunderlane, ready to fight. "Fine then, all I can say is-" Thunderlane then struck Vega's face, knocking him back and elbowed Lightning in the face and kicked Shocker in the gut before delivering an uppercut.

Vega growled, "Why must you ponies GO FOR MY FACE!?" he slashed at Thunderlane but he rolled out the way and grabbed Sweetie Belle.

"See ya sicko!" Thunderlane flew up with Sweetie in his hooves as Vega went after him. Lightning also went after Thunderlane, the rebellious pony leading the two side villains on a chase.

Shocker wanted to blast Thunderlane out of the sky, but he might risk hurting Sweetie Belle, he knew that would get him on Vega's bad side really quickly.

Tron stayed behind, knowing they had this. Besides she had to be ready to help Wesker in he needed her.

Chris is still in battle with Wesker, though he had to play defense. While his Earth Pony form gave him extra strength, it was still not enough to match Wesker. He went around the streets of Canterlot, hiding behind each wall as Wesker followed him.

"I grow tired of these games Chris! Show yourself!" Luckily for Chris, Wesker was occasionally distracted by the battles around him, mainly since he has to sometimes dodge stray bullets from Dante or stray light swords from Vergil.

Once Wesker came around a corner, that's when Chris ran in and blasted Wesker point blank with the shotgun and then ran in to do several strikes before whacking him once more with the helm of his shotgun.

Wesker grew infuriated, "Damn you!" he quickly knocked Chris back several yards, but he recovered and fired some Grenade Launcher blasts at Wesker, causing him to quickly dodge.

"You're very persistent Chris", he immediately sped over to Chris, "You really know how to push my buttons!" he then back hoofed Chris a few yards.

On the rooftops, Vergil is busy countering all of Dante's sword strikes and managed to him back a little and sent a few light swords at him.

Dante rolled out the way and managed to somehow fire his handguns at Vegil, who proceeded to deflect the bullets and toss the sword through Dante's chest and then rushed over to grab the help and cause a shock to Dante and then kicked him back, removing the sword from Dante.

"Your sword skills might be good brother, but you still lack the proper discipline!" Vergil stated.

Dante held his chest and did a smug smile to Vergil, "Hey thanks for the tip bro, but I'm confident in my skills by now".

Vergil looked a bit disappointed in his brother, "You arrogance will be your downfall", he readied his sword, "But I guess that makes it all the more easier for me to eliminate you".

Dante smirked, "Now who's being arrogant?"

The two clashed again, leaving a powerful clank of impact.

Ryu attempted several times to attack Bison but his quick moves and teleportation made him a very difficult foe to fight.

"When will you learn that you just can't win Ryu? You can never keep me down long enough, I will always rise up", Bison taunted.

"As long as you keep coming back to terrorize others, I will keep fighting to win, no matter how long it takes!" Ryu said with absolute determination.

Bison scowled in disapproval, "Insolent fool, Psycho Crusher!" Bison went in with his signature attack, though Ryu countered it, "Hadouken!"

The clash of attacks left for quite a nice light show, though in the end, Bison emerged and struck Ryu very hard and knocked him back and rushed in with several more strikes and some strong kicks before knocking him through a house window.

Chris is going through the streets of Canterlot, doing his best to take down Wesker. His use of tactics was helpful but at this rate, it was gonna take forever. If there's one thing Chris knows about Wesker, it's that he's not very patient.

As Wesker went through the city looking for Chris, Dante had landed next to him after being knocked there by Vergil. As Dante got up, Wesker had struck him hard, causing him to slam against a house.

Chris took this time to rush in and attack Wesker with a few Shotgun blasts, though Vergil came down with a strong kick on Chris and then sent a few light swords at Dante, stabbing him a bit.

Chris got up and blasted Vergil with his shotgun, annoying him a bit, "Your primiative weapons will do little against me Chris Redfield!" he went to attack Chris, but he was then blasted by a Grenade Launcher.

"You were saying?" Chris smugly asked.

Wesker went to attack Chris, but Dante rushed in and stabbed Wesker in the side and then flung him away to another building.

Chris approached Dante with an impressed face, "Wish I could do something like that to Wesker".

"Hey, maybe I can teach you a few tricks one day", Dante offered.

At that point, Bison arrived and attacked both Chris & Dante, then blocked an oncoming attack from Ryu and tossed him across the area. The trio regrouped and stood together, ready for more.

"You three meddlesome beings have provoked us for the last time! Today we shall end your pitiful lives!" Bison shouted.

The 3 villains rushed in to attack the Capcom heroes, however Wesker was suddenly kicked back by a new arrival.

Vergil & Bison looked to Wesker's attacker. To no surprise, it was the main reason they came to this world.

"Spider-Man", Vergil said.

Peter grinned, "Missed me boys?"

Vergil tried slamming his sword his sword down on Peter, but he jumped back and joined with the Capcom Trio.

"Look who decided to show up", Dante said, unimpressed.

Peter turned to Dante, "Nice to see you too demon boy".

Chris looked around, "Where are your friends? Did you come alone?"

Peter shook his head, "In this world, I'm never alone".

At that moment, Twilight landed next to him, Spike hopped off her back.

Logan then arrived in the area, claws ready for battle.

Then Johnny, Rainbow Dash & Trixie touched down, glaring a hole through the 3 villains.

"I see you brought your Pretty Princess Wife for the ride", Dante taunted.

Twilight glared at him, "This 'Pretty Princess Wife' is very close to blasting you to the moon!"

"Come on focus!" Logan said and looked to the villains, "Our battle is with them, not each other".

Wesker recovered and looked displeased, "Peter, you once again try my patience".

"It's over Wesker; I'm finally bringing you down!" Peter warned.

"You're becoming as persistent as Chris, and as foolish too", Wesker said.

Chris aimed his gun, "I don't know about Parker, but my desire to bring you down is far from foolish".

Peter looked a bit annoyed, "Even when fighting the same guy you still taunt me?"

"Just because we have the same enemy doesn't mean I have to like you", Chris stated.

Peter shrugged, "Of course, why not?".

Johnny stepped forward, "Gonna take you chumps down first", he turned to Ryu, "Then get you back for what you did to my sister karate boy".

Ryu barely acknowledged Johnny; he focused on the task at hand, defeating the Capcom villains.

"I'm with you Johnny, we'll deal with the Capcom heroes in a moment", Peter said and glared at Wesker, "But for now let's take out this unholy alliance".

Before Peter can advance forward, Celestia landed in front of him, battered and bruised.

"Princess Celestia!" Twilight shouted and rushed to her, she had taken quite a beating.

Peter looked very concerned for Celestia, to be able to take her down must have been quite a feat, especially considering how he felt firsthand how strong she was.

"What did you monsters do to Princess Celestia!?" Peter asked, glaring intently at the 3 villains.

"I didn't do it", Wesker said with a smug smile and pointed behind him, "They did".

At that moment Iron Man landed in front of the villains and before the heroes and glared a hole through them.

Peter was shocked at this, "Iron Man!? What's he doing here!?"

Johnny looked concerned, "Um…Wesker said 'they', you don't think…"

Johnny's fears were realized when Thor also arrived in a Thunderous way. Hulk also landed, creating a small earthquake. Then Captain America rolled into the area and landed a pose with his shield.

"Peter, Jonathan, Logan, I'm sure you three remember The Avengers", Wesker said smugly.

"Dude don't call me 'Jonathan', only my sister calls me that when she's ticked off", Johnny said.

"And that's very often", Peter joked, earning a glare from Johnny.

"Not funny dude, it's not like I'm super annoying", Johnny said.

"Yes you are", Twilight stated, earning a shiver of fear from Johnny.

Wesker found a little humor in the way Twilight struck fear in Johnny's heart; she's got potential, potential he wants to tap.

Logan extended his claws, "Let's talk Johnny's annoyance later", that got a look of 'come on' from Johnny, "Looks like Doom finally got The Avengers under his control, he works fast I'll give him that".

Chris, Dante & Ryu also stood ready to fight, they weren't sure how they would handle this but they believe they may not have any choice but to work with Spider-Man and his allies. Their main priority is to take out Wesker, Vergil & Bison, so uneasy alliances must be made.

Peter got into stance, "Guys, it's me Peter, now I don't wanna have to fight any of you, if you have any ounce of free will; I suggest you work on it like crazy. Don't be a slave to Dr. Doom & Albert Wesker".

At that moment Iron Man approached Peter and stared a moment, much to Peter's confusion.

"You ok there Stark?" Peter asked.

Iron Man extended his hoof and then blasted Peter back, pretty much confirming that they are well under the control of the villains.

"Peter!" Twilight shouted out of concern. She turned around angrily, "How dare you-", she was then hit by Thor's hammer, knocking her back.

Iron Man & Thor pursued Peter & Twilight, leaving the others to stare down the Avengers and the villains.

Logan found Hulk glaring intently at him, "You wanna go big, green and ugly!?"

Hulk slammed down on Logan, but he jumped back and leapt at him and started clawing at him. They started brawling away from the group.

Cap then scanned the group as he held his shield, everypony getting into a defensive form. They weren't sure who he wanted to target.

Just overhead, they saw Thunderlane with Sweetie Belle in his clutches trying to fly away from Vega.

"Thunderlane!? What's he doing here!?" Rainbow shouted.

In the sky it seems like Vega was chasing Thunderlane.

"Return my little malvavisco to me at once!" Vega shouted.

"I thought we agreed on a different nickname!" Sweetie shouted.

"Wait what does that mean?" Thunderlane asked.

Vega was gonna answer but Sweetie shouted, "Don't say it out loud!"

Vergil face hoofed, this was ridiculous.

Lightning managed to intercept and grab Sweetie Belle, "Score!"

Thunderlane looked annoyed, "Hey! Get back here!" he went after Lightning Dust but a Gauntlet blast from Shocker blasted him several yards back.

They all turned to see Shocker on the rooftop, "Chump". He then went down with the other villains, joined by Vega & Lightning.

"Now that that's out of the way", Vega looked to the others, "Whose blood should I spill?"

Lightning put Sweetie down and she went to hide, not wanting to see a fight.

Rainbow spoke in hushed tone to Johnny, "We've got to grab Sweetie Belle and get her back home!"

Johnny nodded, "I got this", he looked to Sweetie Belle and quickly went in to grab her, but Cap tossed his shield to Johnny's side and then ran in for a punch. He then grabbed Johnny and tossed him against a wall.

The others looked conerned as Johnny got up, "Ok Cap, I'll accept your challenge, I've been meaning to kick your ass anyway", Johnny glared, "I've wanted to kick your ass ever since that day…the day you STOLE MY ACTOR!" Johnny flew in and battled against Cap.

Vega found that stupid but focused on the rest of the heroes and aimed his claw, "Who to cut first?"

Lightning looked around, "I just want to get my hooves on Rainbow Dash, you two can pick between the Dragon and that mare with the Wizard hat".

Trixie spoke up, "Listen, you don't need to do this! We can work this out like reasonable ponies! I'm sure none of you are that bad", she looked to Lightning, "Especially you Lightning Dust, I can relate to you. I know what it's like to be blamed for something, and feel like you've been wronged. But you're handling things the wrong way, holding grudges doesn't help. I found that I was able to rebound with proper friendship, I think that's what you need".

Vergil groaned, "You ponies and your friendship, is that some kind of religion or something Lightning Dust?"

Lightning shrugged, "Eh, something like that".

Trixie continued to plead her case, "Friendship is Magic, it can help you, I beg you to give it a chance, don't make a mistake you can't come back from!"

Lightning looked annoyed, "I changed my mind, I want that Wizard hat Pony, I need to shut her up", she got into a fighting position.

"Fine by us, we'll just decide between the rest", Vega said.

Spike stepped forward, "I'll fight you pretty boy, for all the troubles you've caused Rarity, between hurting her and raping her sister, I owe you quite a beating".

Vega rolled his eyes, "I didn't rape her, granted she wasn't willing at first she didn't exactly fight me off, and I'm pretty sure she liked it", he called to Sweetie, "Didn't you my little love?"

"Yeah, it wasn't bad actually", Sweetie called back.

Vega furrowed his brow, "Wasn't bad? That sounds very pitiful, are you patronizing my skills? Need I give you another round?"

"Discuss this later!" Vergil shouted. The others agreed, they don't need to hear this.

"Fine, whatever, I'll just handle this ugly little-", Vega then dodged a flame blast from Spike, "How dare you!" he rushed in to attack Spike as Lightning went after Trixie.

Shocker glared at Rainbow, "Looks like it's just you and me".

Rainbow grinned, "Good, another punching bag", she then flew in and engaged Shocker in battle.

Sweetie looked concerned, she hates seeing them fight. While she's in love with Vega, she still doesn't want to see him hurt Spike.

Chris, Ryu & Dante started down Wesker, Bison & Vergil, ready to resume their battle.

"Looks like its Round 2!" Wesker said.

Dante grinned, "Let's rock this joint!"

There was a second collision between the heroes and villains.

Meanwhile Thunderlane is shaking off his attack, "That sucker punching cheap as a sin jackass", he started rubbing his head.

"You took quite a hit there tough guy", he heard a feminine voice said.

He turned around and found a very attractive looking mare in a latex suit. She offered him a smile, "What's up?"

Thunderlane stared a moment, she looked familiar, "Um…I feel like I've seen you somewhere".

"Ever read the Manehatten times from about 3 years ago?" she asked.

Thunderlane tapped his head, and then remembered, "Yeah, you're that Burglar, Black Cat right?"

She nodded, "You can just call me Felicia", she scanned his body for injuries, "Are you hurt too badly?"

Thunderlane shook his head, "Nothing I can't handle".

"Oh, a strong guy, I like that, nice hairstyle too".

Thunderlane chuckled a bit awkwardly, "Thanks, you're not bad looking yourself", he then shook his head, "Wait I shouldn't be saying this, Rarity would kill me, plus you're from his world".

Felicia looked a bit confused, "What does that mean?"

"You're from Peter Parker's world, and he's brought a lot of trouble with him", Thuderlane said.

Felicia pouted, "Is there something wrong with being from Peter's world? I live here now obviously, so I'd like to consider myself one of you".

Thunderlane scoffed, "One of us huh? You came here to rob from our world, how is that being one of us?"

"Eh, old habits die hard, Princess Celestia's giving me a second chance though", Felcia said.

"Please, I'm no Celestia loyalist, I'm anti-government now, I do things by my own rules", Thunderlane asserted.

Felicia grinned, "Oh, a bad boy", she got closer, "I like that, you're definitely a lot more attractive than Spider-Man right now".

Thunderlane blushed a little, but used his hood to hide it, "Quit using your feminine charms, I have some villains to take down".

Suddenly Tron Bonne arrived in a mech she recently summoned from the press of a button, she figures someone needs to stop Thunderlane since the others are now preoccupied, "Want to fight the villains? Want to perform Heroic Deeds, then I'll give you that challenge!" she got into a stance, "Fight me!"

Thunderlane raised his eyebrow in confusion, then grinned, "Sweet, my opportunity!"

Felicia smiled to Thunderlane, "I'll be rooting for you handsome".

Thunderlane blushed again, "Seriously, you're making me feel flustered".

"Oh don't be like Peter now", Felicia taunted.

That raised a fire in Thunderlane, "Hey! Don't compare me to Pete-", Tron then punched Thunderlane back and flew after him, ready for a fight.

Peter is battling Iron Man through Canterlot, at this point the citizens have evacuated so they didn't have to worry about anypony getting hurt in the crossfire.

This isn't the first time Peter's battles Iron Man, though it still didn't make the battle any easier, Iron Man's no easy opponent, and he managed to keep a distance to prevent Peter from ripping the suit off, mainly using projectiles..

Iron Man fired Ion lasers at Peter, though he dodged them and webbed his hands in an attempt to prevent him for firing more beams. Though the attempt failed since Iron Man immediately fired his chest beam, Peter narrowly dodging out the way.

Iron Man burnt off Peter's webs and continued to attack him across the rooftops. Peter dodging all the blasts, but the buildings were getting destroyed in the process, worrying Peter a bit.

"The residents aren't gonna be happy when they come back to Canterlot", Peter stated, then jumped after Iron Man for an attack but got blasted down.

Iron Man pursued him but Peter managed to punch him back into the air and latch onto him with his webs, though Iron Man started flying around, with Peter still latched onto him.

They flew through the skies, passing by Twilight and Thor as they too battled on the rooftops. Thor tossed his hammer at Twilight but she teleported out the way and sent a magic beam to knock Thor back.

Twilight flew in and fired more beams but Thor started countering them with his hammer and fired an electric shot at Twilight, knocking her back a couple of rooftops.

Thor flew after Twilight and fired a beam from his horn but she flew upwards and sent another magic beam down, hitting Thor and knocking him to the streets.

Twilight wiped some sweat off her, "Gonna be tough, he is a God after all". She then looked up to see Peter latched onto a flying Iron Man. She assisted him by blasting Iron Man out the sky and Peter let go of his web to go to the ground.

"Thanks Twilight!" Peter shouted.

"No problem Peter!" Twilight said and focused her attention again on Thor. He flew up still armed with his hammer, ready to continue his fight and lunged at Twilight, who blocked with her force field, causing a magical shockwave.

Peter was still pursuing Iron Man and attacked him a bit, knocking him through the city, "Stark, if you can hear me, you really need to snap out of it!"

Iron Man responded to Peter's attacks with a punch of his own and basted him down some streets. Peter got up and noticed Logan attacking Hulk at the side.

Logan was slashing at Hulk, cutting his skin quite a bit, but Hulk wouldn't relent. Hulk punched Logan to a street light and rushed after him, but Logan jumped on and landed on Hulk's back and stabbed him again, causing Hulk pain.

"Tiny Man Claw's Hurt!" Hulk shouted.

"That's what you get for underestimating me again bub!" Logan shouted and continued to attack, though looked around for the mind controlling device.

Hulk then slammed back first against a wall in hopes of crushing Logan, but Logan had moved last second and continued attacking Hulk with his berserker slashes.

Hulk eventually grabbed Logan and tossed him through a building and jumped through the hole he made to pursue Logan.

Iron Man meanwhile was still attacking Peter, zapping him at every possible moment, not letting up one bit.

"Come on Stark! Snap out of it! You're really gonna let Doom and Wesker control you!?" Peter asked.

Iron man drew closer to Peter and started throwing punches, which Peter was able to dodge and eventually counter with a strong uppercut that knocked Iron Man over the rooftops but he stopped in mid-air and fire a few wrist rockets at Peter.

Peter dodged them all with his Spider-Sense, but wasn't ready for Iron Man coming down with a dual fist punch to Peter. He then grabbed Peter and tossed him down a few blocks, past the battle Johnny was having with Captain America.

Johnny sent several fire blasts at Cap, but he blocked with his shield, which he eventually threw at Johnny's gut and rushed over to attack him with mid-air punch, and then knocked him down.

Johnny got up and sent a few mire fire blasts to Cap, but he charged through and hit Johnny with his Stars and Stripes combo attack.

Johnny shook it off and flew in to attack Cap, though he mainly blocked with his shield, until Johnny smartened up and did a leg sweep attack to take Cap down and punched down on Cap, but he rolled out the way and tossed his shield.

Johnny dodged the shield toss, and then dodged the return and attacked Cap as he had just gotten his shield back with a fire punch.

Cap shook it off and got back into stance as Johnny started to taunt him.

"If I beat you, maybe I can be the leader of The Avengers, then the movies make sense".

Cap rushed in and attacked Johnny some more with his shield.

Peter was a little concerned, seems like all of The Avengers were proving to be formidable foes. He then found himself blasted back with a punch. He rushed back over to Iron Man, but he whipped out his Proton Cannon and fired at Peter, who put his hooves up defensively to block the attack.

Meanwhile Vega & Spike battled on the streets of Canterlot, Vega slashing at Spike, who did his best to counter his attacks, but Vega proved to be really quick and caused some pain to Spike with each slash, even cutting Spike a bit.

"Filthy little dragon, you think you are a match for me!?" Vega kept swiping at Spike but he eventually blocked an attack and punched Vega back and sent a fire blast at him. Vega rolled out of the way of the fire and went for Spike again but he quickly dodged.

Vega glared evilly at Spike and went for another attack, but got blasted again, so Vega had to duck out the way but left himself open for another attack from Spike, who kicked Vega hard in the face.

Vega glared, "How dare you strike my face!" He continued his relenting assault.

As this was going on, Rainbow Dash was flying through the sky, dodging each of Shocker's Gauntlet Blasts and going in for an occasional punch. "Can't take me down blaster boy", Rainbow taunted.

"That's one of the stupidest things I've heard, and I've fought Spider-Man dozens of times!" Shocker said and blasted at Rainbow again.

She proved to be a tough target, though at one point when she got in close to punch him; he managed to blast her back with his blasts, knocking her into a pole.

"Now's my chance!" Shocker shouted and rushed at Rainbow to attack, but she moved out the way and started attacking him with a few punches.

He managed to counter a punch with one of his own and blasted her back again and continued his assault.

Elsewhere Lightning Dust is trying to attack Trixie, though she's avoiding her for the most part, putting up an occasional shield to block her attacks.

"Lightning Dust! We don't need to fight! Let us help you!" Trixie pleaded.

"There's nothing you can help me with! I have all I need!" she continued to attack Trixie, even landing a punch eventually, clocking Trixie in the jaw.

Trixie rubbed the spot she was punched but simply offered a sympathetic look to Lightning Dust, "I will not fight you Lighting Dust, I already know the pain you're going through, I won't add to it".

Lightning glared, "What do you know about the pain I'm going through!? How can you possibly understand my emotions?"

"Surely you've heard of the Ursa Minor incident in Ponyville correct?" Trixie asked.

Lightning thought back, she heard of something like that, then made the connection, "Oh, I see, you're the mare that caused that. At least you were still able to continue your magic career though, I lost out on something I wanted!" She then threw another punch at Trixie, clocking her in the jaw again.

Trixie rubbed her jaw, the punches hurt but she still preferred to be non-violent "I lost a lot, even though I could continue my magic career, it was in the dumps. It wasn't until I met Peter Parker that I was able to recover, and even then I wasn't nice. Back when his Spider-Mane identity was a secret I managed to find out and blackmail him so I had a place to stay".

Lightning rolled her eyes, "Where are you going with this?" Truth be told the mere mention of Peter had her on edge.

"Despite how I treated Peter, he still took me in and helped give me a second chance, he gave me what I needed, a true friend. That's something you need with now, you're not gonna get that with Albert Wesker or his minions", Trixie said.

Lightning looked a bit conflicted then shook it off, "You don't know what you're talking about, I'm just fine with Wesker. Vega and Shocker are the only friends I need, they relate to me!"

"Because they have chosen a dark path, one that's eventually going to catch up to them!" Trixie said with some force, trying to get her point across, "Do you want to go down that dark path with them!? They don't exactly seem like the safest ponies to be around, Vega did force himself on a filly!"

"Hey he didn't force himself, he persuaded her, she's not traumatized or anything so it's all good!" Lightning said.

"It still doesn't justify what he did! This isn't a good crowd to be in; you have a chance for redemption! True redemption! A chance to be with ponies that care! You have a chance to make real friends!" Trixie was getting more intense with each sentence she spoke.

Lightning huffed a little, "Who's gonna wanna be friends with somepony like me!? I'm already a menace, what's the point?"

"I can, I'll be your friend, soon Twilight can, and Spike, Logan, Rainbow Dash, Johnny Storm and Peter", Trixie offered.

Lightning felt a bit of anxiety at the mention of Peter's name, the idea of being too close to him, being near him, all she could remember was the intense angrily look he had a couple of days ago, the day he broke her wings, the day she thought he was going to kill her.

"No…no, no, NO!" Lightning shouted, some tears in her eyes. Trixie looked concerned, obviously something was bothering Lightning. "I know what this is! It's a trap, so Peter Parker can finally get me alone in his clutches and finish the job he started a couple of days ago!"

Trixie looked confused, "What job!? Why are you so concerned about Peter!? He's a great pony!"

"He's not! You're lying! He's a monster! I will not go anywhere near that monster!" Lightning lunged at Trixie again, resuming her fight with her.

Thunderlane himself is avoiding all of Tron Bonne's attacks. She is shooting bullets at him, attacking him with a drill, picking up chunks of rock from the ground and tossing it at him, even shooting fire at him.

"This chick's too crazy!" Thunderlane shouted as he avoided her attacks.

Tron did her trademark evil laugh, "You are no match for the Queen of the Servbots!"

Thunderlane groaned, "She's one of those annoying super villains it seems", he then dodged a blast from her ray gun, "I heard that!"

Thunderlane then flew in and attacked the robot at bit, knocking it back a bit, "How dare you!" As Thunderlane flew in to attack again, she whacked him back with a robot punch, "Take that!"

She flew in to keep attacking as Felicia watched from the distance.

"Looks like he's gonna need some assistance, better help him, I feel for him. Plus he's kinda cute", she rushed in to help then realized what she said, "Wow, I called a stallion cute, and not in the way most girls would say it…living in this world has really taken an effect on my mind".

Peter & Iron Man continued fighting and ended up brawling on a rooftop, Peter having taken a lot of damage, forehead was bleeding, eye was partially swollen and to top it all off, his suit was getting ripped.

"Aw man, Rarity just fixed this too!" Peter said, complaining about his suit.

Twilight landed next to him with a thud, he helped her back on her hooves.

"Thanks, wow Thor's a tough person to fight", Twilight said, showing clear battle damage as she was covered in bruises and some blood coming from her mouth.

"So is Stark, I gotta hand it to Wesker, crafty move bringing them in", Peter said.

Soon Thor and Iron Man were face to face against The Power Couple. Peter & Twilight braced for battle, to which Thor and Iron Man rammed against them and knocked them several blocks down, landing near Johnny.

"Looks like you two are having some trouble", Johnny said, his face a bit bruised from all the shots Cap gave him.

"Same to you, looks like Rarity needs to patch your suit again", Peter said.

Cap arrived with his Shield, ready to attack again. At that moment, Logan was thrown near them as well as a heavily scarred Hulk approached them.

"Tiny man leave scratches on Hulk!" Hulk shouted.

"I thought Banner made Hulk more intelligent?" Johnny asked.

"Not important right now!" Logan shouted.

The Avengers faced off against the heroes, but before anything happened, an arrow landed near Cap's hooves.

The heroes & Avengers looked up to see Hawkeye standing there with his bow and Wasp standing next to him with a cheeky smile.

"Need some assistance!?" Wasp shouted.

"Who are they?" Twilight asked.

Peter, Johnny and Logan squinted their eyes to get a good look at their new allies, they looked so familiar.

"I swear I know them, I just can't put my finger on it", Johnny said.

"You don't have fingers, you're a pony", Peter pointed out.

"I know that wise guy; it's a figure of speech!" Johnny stated, rather annoyed.

Hawkeye and Wasp landed down to them, getting a good look.

"Ok I know you're Spider-Man from the suit, and you're Human Torch from your suit and hair and I know Logan from the sideburns", Wasp said.

Johnny recognized the voice, "Wait", he approached her, "Janet? Is that you?"

Wasp nodded, "You guessed it Johnny".

Peter's eyes widened, "Janet Van Dyne!? Wasp? And based on the arrows I bet the other one is Hawkeye!"

Hawkeye nodded, "You guessed it, good to see you again Spider-Man".

"Wow, you both came here? Did Reed send you?" Johnny asked.

"Actually we came from Doom's machine to track down The Avengers, and we had a little help in the process", Hawkeye said.

"From who?" Johnny asked.

Chun Li and Spencer stepped forward, "From us".

Johnny looked over to them, Chun Li waved, "Hello Johnny Storm", she turned to Logan, "Hello Wolverine", she then turned to Peter, "And Spider-Man, it's so nice to see you again".

Peter recognized her voice and hair style, "Chun Li? You're here too!?" he looked to Spencer, "And Nathan Spencer? The Bionic Commando?"

Peter could recognize Spencer based on his Bionic Arm. Spencer nodded, "Sure am Spider-Punk".

Peter groaned, "Seriously? You're going with that?"

Chun Li turned to him, "Spencer, be nice, we're here to help Peter, not insult him".

Logan approached them a bit confused, "You're actually here to help us? I mean help right? Not show up and be total jackasses about it?"

Twilight nodded, "I should hope you don't turn out as rude as Dante, Ryu and Chris Redfield".

Chun Li looked concerned, "I take it you met them and they caused you some trouble?"

"They're actually around here somewhere, fighting Bison, Vergil and Albert Wesker", Twilight said.

"There they are!" Spencer shouted, pointing to Dante evading attacks from Vergil, Ryu blasting Bison with a Hadouken and Chris firing at Wesker.

Chun Li recognized them even as ponies, and knew the villains, "Damn, they're having some trouble, Spider-Man, would you mind helping them? Me and the others can handle The Avengers".

Peter nodded, "I'd like to help, not sure if they'll take it".

"They will, tell them it's a direct order form me, I'm the one who sent them here to find Wesker after all, so they take orders from me", Chun Li answered.

At that moment, Chris got knocked toward the group, landing near Chun Li's hooves.

Chun Li helped him up, "Hello there Chris".

Chris looked at her with squinted eyes, "Chun Li?"

Wesker approached Chris and noticed the four new ponies, he immediately recognized Spencer, though after paying close attention to Chun Li, he recognized her as well, "Damn, not you".

Chun Li got into a fight stance, "That's enough Wesker, you and your allies are going down!"

Wesker didn't like this, seems like more and more enemies would be hopping through the portal to Equestria. Stuff like this throws wrenches in his plans, and it infuriates him.

In the distance, Dante also noticed what was happening, "That pony looks like Chun Li, and the other one looks like Spencer, looks like the back up is here".

Vergil stopped his fighting and immediately turned to the others, "Damn, it is Chun Li!" Vergil called to Bison, "Bison! Chun Li's here!"

Bison's eyes bulged, "What!?" His lack of focus allowed Ryu get a shot in on Bison.

Wesker looked a bit concerned, he was afraid more Capcom warriors would arrive, and from the looks of things they have back up. He got a good look at Wasp and Hawkeye; he was able to piece together who they might be, recognizing Wasp's bee pattern and Hawkeye's hair along with his bow and arrow.

"This is gonna put a damper on our plans it seems", Wesker admitted, then turned to The Avengers, "Destroy them at once!"

Cap and the others stared down against the four new arrivals, all of whom got into a fighting stance.

"We'll handle the Avengers, take down Wesker!" Chun Li ordered as she and her allies battled The Avengers.

Peter turned to Wesker, "Finally, I have a chance to get back at you for nearly killing me!"

As he approached Wesker, Chris rushed in front, "Not a chance, Wesker's mine!" He opened fire on Wesker but he dodged out the way and ran through to punch Chris back.

Peter rushed at Wesker and threw several punches but Wesker blocked them martial arts style and then did a jumping back kick to knock Peter back.

Johnny flew in to attack Wesker but Wesker dodged his punches and punched Johnny away.

Twilight & Logan rushed in to throw punches at Wesker but he backed away while blocking and snuck in a punch in their guts and then whacked them both on their back, knocking them face first to the ground.

Peter again rushed in to attack Wesker but he kneed Peter's gut and then kicked him towards Vergil.

When Peter got up, Vergil had slashed his chest and kicked him back, and then blocked an attack from Dante and knocked him back as well.

Peter then webbed Vergil and flung him to a rooftop, but left himself open from an attack from behind by Bison.

Ryu went to attack Bison but Wesker rushed in and struck Ryu in the gut and then did a Jaguar kick, knocking him to a wall.

Logan attacked Wesker from behind with a Berserker Slash, though Wesker retaliated by doing a knee to his face.

Twilight rushed in and blasted Wesker with her magic but he jumped over and landed down on Twilight with a hard kick.

Johnny blasted Wesker from the air with his fireballs, knocking him away from Twilight. Vergil however jumped at Johnny with his sword but Johnny avoided and sent a fire blast, knocking Vergil to the ground.

As Vergil got up, Logan rushed in and slashed at him several times, and then elbowed Vergil hard in the face. Peter followed up on Logan's attack and punched Vergil away.

As Vergil was attempting to recover, Chris rushed in with a shotgun and blasted Vergil a few times, though Vergil fought back with an elbow to Chris and then sent some light swords his way, which Chris dodged.

Dante is attempting to slash at Wesker with his sword but Wesker is dodging the attacks and then hit Dante hard in the gut but Wesker could not stop Twilight from blasting him from behind.

Bison rushed in and attacked Peter but Peter punched him back and then did a web swing kick to Bison, with Ryu rushing in with a Hadouken follow up.

Wesker got up from his earlier attack, but Peter rushed in and punched Wesker several times, and then did his Crawler Assault Combo to knock Wesker far off.

"Having fun Albert!?" Peter taunted.

Meanwhile Chin Li and her allies are still battling The Avengers, with Chun Li fighting Cap, Spencer fighting Hulk, Wasp fighting Iron Man & Hawkeye fighting Thor.

"Why am I fighting Thor!?" Hawkeye shouted, a little concerned about facing The God of Thunder and made double sure to avoid his lightning blasts.

Cap swung several times at Chun Li with his Shield but she was able to dodge them and kick the shield out of his hand and do a few quick kicks. Her kicks weren't as fast as she'd like since she's still trying to get used to her pony form but she did practice a bit on the train.

Spencer did fine against Hulk, his Bionic Arm really came in handy, "What do you think of me now you big green jackass!?"

"Hulk Smash Metal Arm!" Hulk shouted.

"Wow, that the best you can come up with?" Spencer asked as he punched Hulk back.

Meanwhile Luna, Cadance and Shimmer helped up Celestia, she was hurt but she could recover.

"Sister, it's a war here, Wesker's allies are battling against Peter, Twilight and the others", Luna explained.

"Four other strange ponies arrived, they seem to be on our side though", Shimmer said.

Celestia conveyed the area, seeing the several battles, between Wesker's team vs. Peter's, the side villains, The Avengers, even Thunderlane vs. Tron Bonne.

"We need to deal with them quickly and swiftly", Celestia said.

"How so?" Cadance asked.

Celestia stood up and charged her magic, "Everypony, combine your magical strength".

The four ponies nodded charged up their attacks into one big ball of magic.

Chun Li noticed the energy charge whiel fighting Cap, "Wow that looks impressive".

Celestia called to her, "Get those men into one spot and we'll incapacitate them!"

Chun Li looked to the other Avengers and backed to Celestia, "I'll do my best!" she called to the others, "Spencer! Hawkeye! Wasp! Round up!"

The three nodded and went to Chun Li with the others Avengers following. "We need to get them in one spot so those four ponies can take them out!"

Hawkeye looked to them, "Wow, hell of an attack".

"That pink pony looks really girly", Spencer said.

"Nathan…" Chun Li said, somewhat annoyed.

"Let's just do this", Hawkeye said.

The four rushed toward the center of town and waited for the princesses to finish up.

As The Avengers went to attack the four, that's when Celestia and the ponies fired their magic blast.

Chun Li got her team out the way and The Avengers got caught in the blast and were knocked out of Canterlot.

"I think we over did it", Shimmer said.

Celestia looked a bit concerned, "Perhaps".

Chun Li and her team looked surprised, "Wow, strong ponies".

At that point, Spike got knocked toward them, a little bloodied up from the scratches. Vega is approaching him menacingly, "I will finish you, filthy little hideous dragon!"

He went to attack but Chun Li had kicked him back hard, getting him hard in the face.

Vega rubbed his face, "Why do you God Damn ponies continue to strike my…" he got a good look at the pony, she seemed so familiar.

"Vega…so even in this world you're a savage brute", Chun Li said.

This caused Vega to freak out a little, "Chun Li!?"

Soon the rest of her team and the other four ponies surrounded him, menacingly.

"By the way, I don't appreciate you calling Spike filthy or hideous", Cadance threatened.

"Yeah, he looks kinda cute", Wasp admitted.

Vega rolled his eyes, "Stupid women exist in every world".

That got him some death glares, and a snicker face from Spencer and Hawkeye.

"Oh snap he did NOT just say that", Hawkeye said.

Vega got into a defensive stance, though before they could attack, Rainbow got blasted from the sky and landed nearby, allowing Vega to escape through the distraction and turned to the others, "Ha! You weak miserable fools couldn't get me!" as he turned around he received a strong KO punch from Peter.

"Boom!" Peter shouted. At that point Shocker tried to attack Peter but he evaded the punch and then knocked Shocker out as well.

Rainbow got up after being assisted by Shimmer, "Thanks", she looked around and saw Lightning still attacking Trixie. Lightning would throw punches, Trixie wouldn't really fight back much, still hoping to persuade Lighting with words.

Rainbow flew in and punched Lightning hard enough to take her out the fight as well, much to Trixie's concern.

"I was hoping it wouldn't come to that, I wanted to get through to her".

Rainbow scoffed, "She's a lost cause".

Balrog finally managed to escape and left the castle to see the battlefield, "Time to get paid!"

He rushed in to attack the first pony he saw, which happened to be Ryu, "Hey it's that karate chump! Lucky day for me! Take this!" he ran in to attack, but Ryu hit a powerful Shoryuken to KO Balrog.

"Such an annoyance".

Thunderlane is still battling against Tron Bonne, not fairing too well.

"You're no match for me simple pony! I am the great Tron Bonne!" Tron shouted.

"I swear she's proving to be more pompous than Trixie!" Thunderlane complained.

Tron went to attack again, but Felicia landed behind her, "Peek-a-boo".

Tron looked confused, "What in the world?" she tried to attack with an elbow to her face, but Felicia blocked it and hit a strong forearm attack to her face.

Thunderlane rushed up and grabbed a cloud and flew down to kick it and strike Tron's machine with lightning, blasting her back and damaging her machine.

"And that's why they call me Thunderlane!" Thunderlane shouted.

Felicia raised her eyebrow, "But that was lightning".

Thunderlane gave a deadpanned look, "Why ruin my moment?"

Felicia chuckled, "You're funny…and pretty handsome".

Thunderlane blushed and pulled his hood over his face, "This is so awkward".

Wesker struggled back to the battlefield, he saw that Vega, Shocker & Lightning Dust were knocked out, he saw that Balrog was free but also knocked out, he saw that Tron's machine was damaged and he saw that Vergil & Bison were struggling. The Avengers were nowhere to be found, Sweetie Belle he saw hiding nearby, so he decided it's better to count his losses now than continue a possibly losing battle.

"I hate to do this, but I must retreat", Wesker said.

He sped over to Vergil, who was just knocked back by Twilight's magic blast, "We need to grab our allies and leave! This did not go as planned!"

"Obviously, you need a better strategy Wesker!" Vergil shouted.

"Just round everyone up! We need to get back to our base! I have a few choice words for Doom for allowing Chun Li and her allies to enter this world!" Wesker stated, obviously frustrated.

"Fine, but there's still one place I want to go after this, it's a place I read about in the Crystal Empire Library, it may give us a few answers", Vergil said.

Wesker nodded, "Explain it me later, let's just-" Wesker then got blasted back with Twilight's magic, Vergil got into a stance.

"Give it up, you lose", Twilight warned. Soon every capable pony sans Thunderlane & Felicia started to corner him.

"I'll never give in! I'd rather die!" Vergil shouted.

"If you don't surrender, we can make that a reality", Luna warned.

Vergil looked around at all the threatening ponies, and then noticed Wesker struggling to get back to Vergil.

Wolverine extended his claws, "I'll handle them". He went to them but Dante cut him off, "Take five grandpa, I'll handle this".

Logan looked annoyed, "If you could handle this, we wouldn't have needed to help you!"

Dante gave him a smug look, "You didn't help much, now buzz off".

Chris approached them, "Seriously, beat it everyone, if anyone's gonna take Wesker in, it's gonna be me".

Twilight groaned, "Let's not fight over this, remember we're all on the same side".

Chris glared, "I never fully agreed to be on your side! Anyway you came it, did your part; let the professionals handle it from here!"

Twilight got in his face, "Hey pal, you may not realize it, but in this world, WE'RE the professionals, me, my friends, and my husband Peter".

"Professionals at friendships maybe, but that doesn't mean jack shit where I'm from", Chris said.

"What about Peter? He deals with this stuff", Twilight said.

"He's just an annoying kid that abandoned his home world, he's no professional", Chris said.

Twilight's eyes bulged, "Peter did NOT abandon his home world, I summoned him here, he had no say in it!"

"So you pulled a hero from their world to stay in this world, yeah that's friendly, I mean you couldn't even get a decent hero, if it was Captain America I'd understand but Spider-Man?" Chris stated.

Luna stepped in, "That's enough, I'll not stand here and allow you to insult Peter like this! He's a great warrior who's saved his world and ours many times, for you to say such things like this is atrocious and disrespectful!"

While this arguing is happening, Wesker and Vergil are starting to slip away while everyone's distracted.

"If Peter were any good, he'd be on a higher level of importance to us, and in our World, that is The Avengers, Earth's Mightest Heroes, our files say he's just some street level hero from New York, not very impressive", Chris said.

Now Logan stepped forward, "And who are you? Some random cop from a zombie infested city? What's so special about killing zombies?"

"Considering I'm one of few who survived I'd say it's quite a feat, and for the record, I fight more than just zombies, I've fought monsters bigger than The Hulk", Chris said.

"Doesn't give you the right to insult Peter like this", Luna stated.

Dante focused his attention to Peter, "You got quite the cheering section Spidey, a girly as sin pony wife, a possible mistress and your uncle Wolvie".

Luna glared at Dante, "I am NOT his mistress!"

Dante shrugged, "Hey I don't judge, what you do in the privacy of your own rooms is your business".

Chun Li spoke up, "Dante, enough, you too Chris, Spider-Man is a great hero, he's handled a lot and I have a lot of respect for him, so can you please show him that same respect?"

Dante thought about it, "Once he earns it, til then he's still some whiney punk".

Twilight growled, "Why you! Peter show them how tough you are and take down Wes-", Twilight turned to where Wesker was but saw that he and Vergil are gone, "Where'd they go!?"

Everypony looked around and saw that Wesker was escaping with his allies, heading back to their Motor Cycles. Wesker was assisting Lightning Dust, Bison was assisting Balrog, Vergil was assisting Vega and Tron was assisting Shocker. Sweetie Belle was following.

"Don't let them escape!" Luna shouted.

They all pursued the villains, Logan started to approach them but Dante started knocking him out the way, "Move old man!"

Logan shoved back, "Stand down punk!"

Peter also went in but narrowly dodged a bullet from Chris, "Hey watch it!"

"Move out of my shot then!" Chris shouted, still aiming at Wesker, but Peter refused to listen to such orders.

Chris fired again, this time hitting Peter in the shoulder, "Ow! Dammit Chris!"

"I said move out my way!" Chris shouted.

Wesker tossed a smoke grenade at the others to blind them while he and his allies escaped, leaving the others in the dust.

Once the smoke settled, they all came to the realization that the villains had escaped.

"God Dammit!" Chris shouted, "He got away!"

Johnny approached Peter to check on his bullet wound, "You ok bro?"

Peter nodded, "I can take a gunshot".

At that moment Chris approached Peter as he shoved Johnny out the way, "Hey thanks for getting in my shot! I told you I had this!"

"Hey I want to take out Wesker too, he's threatening this world, I'm a prince here and it's my job to make sure this world's safe!" Peter said.

"Prince of what? Friendship? Some other stupid childish crap? I told you to get out of my way, now the villains are gone and-"

"Hey!" Johnny interrupted, getting in front of Chris.

"What!? I'm talking to your idiot-"

"You have some nerve shoving me there pal!" Johnny shouted.

Chris rolled his eyes. "Buzz off, you're one of the reasons Wesker escaped, makes sense since you're probably the worst member of the Fantastic Four."

Johnny growled a bit, but before anything could happen, Logan had arrived.

"I don't like Johnny here much, but he is my ally and my kinsman, so I ain't gonna stand by and let you disrespect him or Peter like this. Now I suggest you get the hell out of here before I get really fucking pissed", Logan threatened.

The three heroes stood together, but soon after Ryu and Dante arrived to stand by Chris.

"All of you, leave now..." Ryu warned.

"Or what!?" Logan asked, extending his claws. "You want some karate boy!? How about you show-off!?"

Chris got in Logan's face, "We don't have time for your crap, I suggest you take your little ponies and-" Logan whacked Chris back, enraging the former S.T.A.R.S. member. "Oh you son of a-"

Chris then started attacking Logan with some punches, but Logan knocked Chris back. Ryu rushed in and kicked Logan away and prepared to fire a Hadouken, but Johnny blasted Ryu back.

"That was for my sister!" Johnny shouted. Ryu then rushed in and kneed Johnny in the gut and then kicked Logan in the head. Chris then grabbed Logan and tossed him towards Johnny, knocking the two down.

"That all you got!?" Chris taunted.

Logan and Johnny both rushed to attack again, Logan going for Ryu and Johnny going for Chris.

As the heroes fought, the others went to separate them, though that task proved hard due to how vicious they were fighting.

Peter went to break it up himself, but Dante approached Peter and shoved him, "Look what your idiot friends caused Web Head!"

Peter glared, "Do NOT shove me Dante!"

"Oh, you don't want me to shove you? How's this?" Dante whacked Peter hard in his face, "How's that Spider-Bitch?"

Peter lost it and punched Dante back hard, though Dante ran in with a few punches of his own, getting Peter a few times but was eventually blocked as Peter fired some webs at Dante, then flung him into some light posts.

It was another case of Marvel vs. Capcom on the streets of Canterlot, and after some fighting; the heroes were finally separated, with Chun Li's team restraining the Capcom heroes, and Twilight with her friends restraining the Marvel Heroes.

"You're full of shit Spider-Man! You and your friends all are!" Dante shouted.

Peter glared, "Come here and say that devil boy!"

They all struggled until Chun Li shouted, "Enough!" she turned to her allies, "Ryu! Chris! Dante! Let's go!"

The Capcom heroes grunted and decided to follow Chun Li to wherever, though not before Dante said one final thing, "Like I said, I feel sorry for any kids he may have, to have a lame father like Spider-Man or his trampy looking wife, they're destined to be failures most likely."

Peter had enough, he broke free of the others and went to attack, but Chris arrived before Peter, "Exploding Grenade!" he fired a Nitrogen Blast from his Grenade Launcher, freezing Peter, then fired an Electric Round, then a Flame Round and finally and Explosive Round, making Peter stumble back.

Dante then grabbed his guns and started shooting Peter several times before firing an energy beam, "Jackpot!"

While Peter stumbled in pain, Ryu rushed in, "Shin!" he stuck Peter with his right fist to the gut, "Sho…", left to the gut, "Ryu…" and then an uppercut, "KEN!"

Peter got knocked far away from that attack, much to the worry of his allies.

"Peter!" Twilight shouted in worry, then turned to the Capcom heroes with a glare, "You bastards!"

She flew into the air and charged a magical beam attack on them, but Ryu got into a stance.

"Shinkuu…", he fired his own blast, "HADOUKEN!"

There was a beam struggle between Ryu and Twilight, and it didn't help when Dante used some demon energy to help power up Ryu's blast and Chris tossed a few flash rounds towards Twilight to distract her, allowing Ryu to overpower Twilight and send her flying off.

Dante chuckled, "So much for all powerful Princess".

The others looked ready for a fight, but Chun Li stepped in, "Wait! Let me handle this, I'm their commanding officer, I'm their superior, let me take responsibility for my own men".

After some thinking, Logan approached Chun Li with a serious glare, "Keep them in line, I'm trusting you Chun Li".

Chun Li nodded, "Will do", she then turned to Hawkeye and Wasp, "Spencer and I will deal with them, you should go help your friends".

Hawkeye nodded, "Good idea, thanks Chun Li, I can easily say you're one of my favorite Capcom people".

Chun Li gave a friendly smile, "Nice to know", she looked to her allies, "Let's go!"

Once the Capcom people left, the others went to find Peter.

He had been knocked to another rooftop and is holding his stomach in pain; those were strong attacks he endured.

After looking up he saw one pony he didn't want to see right now, Thunderlane, who was glaring down on Peter with a look that shows that Thunderlane considers Peter to be pitiful.

"You think you're a hero, but you're really just a representation of how bad our world has become", he turned his back to fly off, "We're better off without you", just like that he left, leaving Peter feeling even more dejected.

He couldn't stop Wesker, he couldn't get Sweetie Belle, he got his flank handed to him by The Capcom 'Heroes', and now Thunderlane kicks him while he's down. Can things get any worse? Knowing his luck, they probably could.

Luna arrived to Peter, worried for him, "Peter…", she helped him up, but he was still hurt and he leaned against her, "I'm here for you Peter, I always will be".

She got Peter on her back and flew him back to the others.

After everything was dealt with in Canterlot, Hawkeye agree to stay behind and help Sunset Shimmer and the Princesses clean up a little. Twilight was fine, Celestia had found her and helped her back on her hooves.

Peter was still pretty banged up, and though he would be fine, he still felt defeated inside; he considered this event to be every bit of a failure.

Wasp decided to join the others as they went back to Ponyville, she was pretty interested in this world and all the cool stuff potentially behind it, though they had to find a place for her to stay at.

All Peter wanted to do was go home and heal up, the faster he's healed, the sooner he can get some payback against Wesker, though Twilight doesn't want him to rush that, not to mention they still had a foal to take care of now.

Peter also couldn't bear the idea of telling Rarity he couldn't get her little sister back, which really made him feel worse.

Trixie herself felt a little disappointed, she really wanted to help Lightning Dust, feeling that she's not a bad mare, just in a bad situation; she needs to figure something out.

They arrived at Ponyville a bit later, their friends surrounding them, asking how everything went, though Twilight asked them to give Peter some space, he's not in a good mood. Logan offered to fill everyone in so they went to Sugar Cube Corner to talk while Twilight escorted Peter home.

Johnny offered to follow out of concern for Peter, though kept a distance from Twilight; he still had some fear of her.

"Chalk this up as another failure for me", Peter lamented.

Twilight nuzzled against him, "You did your best, no one blames you, we all were there and none of us could get Sweetie back or take down Wesker".

Peter sighed, "But I'm supposed to be this great hero, I can't even live up to a prophecy, though it's probably just some joke anyway".

Johnny approached him, "Hey come on, don't be the Pouty Peter, be the fun one, things happen, at least you can just go home and relax, try not to get any headaches".

Twilight nodded, "Johnny's absolutely right…wow never thought I'd say that".

Johnny groaned a bit at that, though it did get a small chuckle out of Peter, "More unusual stuff".

Twilight smiled, she's happy she got some laughter from Peter.

They arrived home and as they were about to enter, they felt some magical energy form behind them, something was happening.

they turned around and saw a white glowing light form.

"Yo what gives?" Johnny asked.

They looked to the Energy and saw the shape of a pony form.

"Who could this be? Another ally of yours?" Twilight asked.

"Could be an enemy, get ready for a fight", Johnny said.

After the light energy disappeared, a familiar Unicorn pony appeared. White coat, purple and pink mane and tail, dressed in latex clothing.

Peter could not believe his eyes, neither could Twilight or Johnny.

The pony looked to Peter and smiled, "Peter, it's you!"

Peter was stunned, "Sw-Sweetie Belle?"

Before the trio was the Future Sweetie Belle, very happy to see Peter. She rushed over to him and hugged him tightly, "I missed you so much!"

Twilight and Johnny looked stunned to see her.

"Well this is gonna be awkward and interesting", Johnny said and turned to Twilight, "You got some competition".

"Don't make me hurt you", Twilight threatened, scaring Johnny a bit.

Peter turned to Twilight with a freaked out expression, "Twilight…"

Twilight blinked, "Yes Peter?"

"That awkward feeling has returned for me", Peter said.

Twilight knows what he's referring to, that same feeling he had near the current day Sweetie Belle.

Peter hesitantly returned the hug that Future Sweetie was giving, though he wondered a few things; how and why is she here? What does she want? And will his life ever stop being so weird?

Author's Note

That was so exhausting to write, plus some weird awkward twists and turns.

The Next Step

Things couldn't get more complicated for Peter. First villains from the Capcom world invade, same villains capture the little sister of one of his friends and one proceeded to manipulate and eventually have sexual relations with her. Then he makes enemies with a random civilian pony, and then ends up adopting that pony's brother. His best friend has caused his wife a huge headache then gave her a weird idea he hopes she'll eventually forget about, and now he's being hugged by a mare he thought he left in the future.

"Um Sweetie Belle? It's nice to see you and all but...how and why are you here?" Peter asked.

Future Sweetie let go, "Sorry, I guess I should explain myself, I came here through a time machine I had built in my world based on some schematics made by you. It took a while but we figured it out".

"Huh, I see, though is there a reason you're here or what?" Peter wondered.

"For one I want to make sure everything is going smooth in this world, but it's mostly because I wanted to see you again. I also miss these days, back when it was so peaceful, well more peaceful than it was in my world", Future Sweetie said.

"Oh...so no crisis to warn us about? No Terminator type situation?" Peter asked.

Future Sweetie raised her eyebrow, though figured it's just another one of his random references, she knows that about Peter and found it cute and funny, "No, just a friendly visit...that's if you don't mind".

Peter shook his head, "I don't mind", he turned to Twilight, "Do you?"

Twilight shook her head, "No it's just fine with me."

Future Sweetie beamed at the sight of Twilight, "Twilight! It's so good to see you", she gave Twilight a nice hug as well, "I've missed you so much, I'm so happy to see you again", a small tear came from her eye as she said that.

Twilight returned the hug, "That's so sweet of you, nice to know you haven't totally forgotten me."

Future Sweetie shook her head, "Absolutely not,I've always had utmost respect for you, you gave your life in my world to help the others, and you've always been a role model for me, it's so great to see you again".

Peter's relieved that so far there's no awkward tension, though fears that this is merely the calm before the storm.

Johnny cleared his throat to get Future Sweetie's attention, "Hey, name's Johnny Storm".

Future Sweetie let go of Twilight and looked to Johnny, "Johnny Storm? Name sounds familiar...".

"Maybe I never came to Equestria in your timeline, nonetheless I'm a member of an awesome group known as The Fantastic Four, I'm known as The Human Torch", he struck a pose.

Future Sweetie gasped, "Now I remember your name, Felicia Hardy mentioned you".

Johnny raised his eyebrow, "Felicia Hardy? So she's a friend, explains your look."

"Yeah, she said you're a sleazy guy", Future Sweetie said.

Johnny looked very annoyed, "Nice that my legacy in your world is a sleazy guy, apparently my heroics don't mean crap!".

"Johnny", Peter said, "Cut her some slack, she's from a Post-Apocalyptic world, you want a proper legacy just make a good impression on her".

"Yeah seriously Johnny, grow up and get over yourself", Twilight bluntly stated.

Johnny was gonna say something but Twilight gave a 'Give me a Reason' stare, which spooked him a bit, so he backed away.

"Let's not get into this now, I just want to go inside and get fixed up", Peter said.

Future Sweetie observed them, "Yeah it looks like you were in a battle, seems like your heroics never end".

Peter chuckled a bit, "There's always gonna be trouble, that's why I'm here."

"Yeah, you'll always keep the world safe, though I must admit, I was hoping I'd catch you in a leisure moment", Future Sweetie said.

"Hey I'm done for now, gonna go inside and maybe rest for a couple of minutes, then we can show you around, I take it you wanna see the others, like Rarity and The Crusaders."

Future Sweetie squeed, "That'd make me so happy, I miss my sister so much, I also miss Apple Bloom and Scootaloo like crazy", she then realized something, "Though it might be weird seeing my filly self, how am I gonna explain to her who I am? Think she'll buy the time travel thing? In fact how will everypony else react?"

"Don't worry, it won't be hard to explain", Johnny reassured.

Twilight gave Johnny a 'Don't say too much' look and then turned back to Sweetie, "Why don't you come inside a moment? We'll explain everything inside".

Future Sweetie nodded, "Sure, no problem".

They all went inside, Twilight turned to Peter, "You want the shower first or..."

Peter shook his head, "Don't worry, I know how much you like keeping your coat clean, I can wait".

Johnny chuckled, "Dude you don't let a girl shower first, they take hours".

Twilight angrily turned to Johnny and went after him, causing him to fly away in fear. She wasn't gonna pursue him; she'll get him later though.

Future Sweetie giggled, "Wow, he's got quite a personality, kinda cute too".

Peter looked at her with some concern, "Careful Sweetie, he's the type to date a girl one night and move on, besides I'm not sure if he's totally used to the idea of dating a pony, despite his flirtatious attitude".

Twilight nodded, "Indeed, he's a decent hero but he's got to work on his personality a bit", she turned to Peter, "In the meantime I'll take the shower but you should probably patch up a little beforehand, get some anti-infection, I'll try not to take too long", she looked to Sweetie, "Think you can patch him up?"

Future Sweetie nodded, "I'm good with that stuff, I can take care of Peter."

Twilight nodded then made a serious face, "Just don't get carried away."

Future Sweetie looked concerned at Twilight's tone of voice, "Sure thing".

After Twilight walked off to the showers, Future Sweetie turned to Peter, "Strip."

Peter's eyes bulged, "What!?"

Future Sweetie rolled her eyes, "Take off your costume so I can patch your wounds."

Peter still looked out of it, "Sorry, the way you said to strip, like remove my clothes, in front of you."

Future Sweetie face hoofed, "You sound like my sister, we don't normally wear clothes Peter, I've seen you without your suit obviously, and you've seen me without mine."

Peter nodded, "Right, sorry", he then removed his Spider suit.

"Now sit on the couch while I get the medical supplies, where does Twilight keep them?" Future Sweetie asked.

"In that cabinet over there", Peter said, pointing to the cabinet.

Future Sweetie nodded and approached the cabinet, using her magic to grab the supplies and approached Peter and started applying medicine to his cuts. While he has a natural healing factor, it's nice to speed things up a little.

Peter felt a bit awkward near this Sweetie Belle, considering the sexual relations both had at one point. To be under the same roof of his wife and his 'secret lover' was a little weird for him. Future Sweetie could feel the tension; she knows how awkward he probably feels considering what they've done. It's nothing she's proud of but she did what she thought she had to do, even if it was a guilty pleasure for her.

"So…" Sweetie said, trying to break the tension, "How exactly did these wounds happen? Who were you fighting? Did Chrysalis attack early?"

Peter shook his head, "No, I don't plan on fighting Chrysalis; I'm hoping to make peace with her and her Changeling Army to prevent the war".

"Sounds like a good idea, the pen is mightier than the sword", Future Sweetie said.

"Right, bit this happened because of another Invasion by a group a little less likely to agree to peace, a group from a world that's rivaled my home world on occasion", Peter explained.

"Another world? What are the inhabitants of that world?" Future Sweetie asked.

"Humans, like me, though a few strange creatures there too"

"I see, but why are they here? What do they want?"

Peter sighed, "They want me", he started to explain further, "See the leader of this invasion, a man named Albert Wesker, he's fascinated with me for some reason, he wants me and Twilight to be his underlings, and use us to take over several worlds".

Future Sweetie looked fascinated, "Wow, flattering, but evil".

"Yeah, so he along with some allies came to this world and did horrible things, they attacked and took over The Crystal Empire, they attacked the Princesses in Canterlot, they damaged this town, threatened my aunt and daughter", his voice became a little dark for this part, "They even kidnapped your filly counterpart."

Future Sweetie's eyes bulged, "What!?"

Peter nodded, "Yeah, one of the villains charmed you and captured you; he uses her to get information about us".

"What type of info? How does he get it?" she wondered.

"Just his pretty boy charm…" Peter said, not wanting to go into too much detail.

Future Sweetie nodded, "Right, sounds like something a younger me might have done…amazing, seems like one way or another there's trouble." Future Sweetie tapped her chin, "Amazing they never came in my time."

"Yeah, probably not the best time for you to visit, we have some evil people to fight, and they're tough", Peter said.

Future Sweetie had an idea, "Maybe I can help you, I have battle training thanks to Felecia, so we'll be able fight side by side again!"

Peter looked concerned, "I can't ask you to do that Sweetie Belle, I don't want you to endanger your life for us".

"Nonsense, you did so much for us in our world, you've always fought to protect us regardless of the timeline, the least I can do is return the favor, besides considering how badly you're banged up, I think you could use the help", Future Sweetie explained.

Peter still wasn't sure, "You came just to visit though, it wouldn't be fair if I asked you to stay and fight".

Future Sweetie nodded, "Yeah I did come to visit, but I am somewhat bored, so this is a good way to get in a little excitement".

Peter figured there's no arguing this, "I've still got my doubts but if you insist, then I guess having you as my ally in this won't be a bad thing, but don't feel obligated to stay, you can change your mind at a moment's notice".

Future Sweetie smiled, "This is so exciting, I can't wait to fight with you again", she then hugged Peter, once again bringing back the awkward.

Suddenly they heard the sound of a throat clearing. They both turned to see Twilight, finished up from her shower, "Peter, your turn to shower".

"Wow that's a record", Peter muttered under his breath, then spoke louder, "Right, I'll leave you both to talk", he then walked to the shower, though concerned at leaving the two mares alone.

Future Sweetie offered a friendly smile to Twilight, "So things going well so far?"

Twilight didn't look amused, "We need to talk", she sat down on the couch, right next to Future Sweetie.

Future Sweetie looked really nervous right now. Twilight did not look like she was messing around, doesn't help that she's glaring a hole through her.

"I'll just get to the point", Twilight started, "I know what you and Peter did in your timeline".

Future Sweetie started sweating nervously, "And by that you mean…?"

"I know you slept with him", Twilight said in the most serious tone.

Future Sweetie felt an anxiety attack coming; she was worried about this and was hoping Twilight would never know.

"So…you found out?" Future Sweetie mentally slapped herself. That just sounded plain stupid.

"Yeah, the guilt was nagging at Peter, and thanks to a magic crystal ball, I was able to see everything for myself", Twilight explained.

This was such a weird situation, Sweetie was being confronted by the wife of the stallion she slept with, she didn't figure this would happen. Though she never really thought too much about the aftermath of what she did, kinda selfish almost.

"Twilight…I really don't know what to say", Future Sweetie admitted, she looked so concerned and saddened.

"I just want to know what you were thinking when you did that", Twilight said, and focused all her attention on her as she spoke.

Future Sweetie fidgeted a bit, "I really don't know, I acted without thinking. He looked so gloomy and depressed, I had to do something. It seemed like he really missed you and needed your comfort and affection, otherwise he would head into despair, and I couldn't allow that".

Twilight kept her glare locked, "So to help him, you slept with him, knowing that although I'm dead in your world, I was alive in his?"

Future Sweetie nodded, "Yes I did, but I swear I wasn't trying to replace you…not in that way at least. I just needed to get him to snap out of it. I knew he loved you and I would never take that away, but I also knew that he needed someone at that moment, all that death and destruction in so little time, I was so worried about him", she looked at Twilight with pleading eyes, "I'm so sorry if I upset you, I knew that he would never love me, I knew he only would love you, but I had to do what I could to help him!"

Twilight's poker face remained intact; Sweetie continued on, "If I didn't do that who knows what would have happened, but if it makes you feel better, he was speaking your name during our time. I was just letting him borrow my body, a temporary substitute for you until he could get back home."

Twilight's face still hadn't shown much emotion, "So you just slept with him just to make him feel better? And you were just fine with that?"

Future Sweetie felt really nervous, but she owed Twilight the truth, "I did what I had to, and as bad as this might sound, I did want it, and I did enjoy it, because I always liked Peter, and it was a dream come true. Granted it wasn't the way I would have preferred since he still loved you, fact is I did that for many reasons, but the most important one was to keep his head in check."

Twilight moved in closer to her face, causing Sweetie some intimidation. For Sweetie she'd much rather be facing a Changeling army right now as opposed to dealing with this situation. Twilight was causing her a great deal of fear, "You did that to help him, that's your reason?"

"I swear that's my main reason, I never would have done it if I thought it wouldn't help, despite my urges I would never try to take him away. Truth be told, I do regret it only a tiny bit, because I realize I may have caused him some grief, but I was just desperate to help!" Future Sweetie explained, before her head dropped down a moment. She was then seen wiping her eyes a bit.

Twilight kept her serious face and now Future Sweetie looked up with some tears in her eyes, "I'm so sorry if this hurt you, and I'm sorry for not thinking about the consequences, but I was afraid if I did nothing then bad things would happen. I do care about Peter and not just for his looks or from a crush, but as a friend, I couldn't let him die", she sighed heavily, "If you hate me then I understand, I just hope this hasn't damaged your relationship with Peter, I take full responsibility".

Twilight just glared a bit more, Future Sweetie feeling even more worried. "Please say something Twilight, you can be angry if you want, I won't hold it against you. I'll fully understand if you hate me and want me gone, I can go back to my future no problem, just assure me that you and Peter still love each other the way you always have."

Twilight took a breath and closed her eyes a moment. Future Sweetie looked confused at that, and was even more confused when Twilight bopped her on the head.

"Ow, that hurt Twilight!" she complained.

"That was for sleeping with my husband!" Twilight angrily said.

Future Sweetie looked almost annoyed but she knew she had that coming, she's just surprised that's all that happened. But what Twilight did next was even more surprising. Twilight had pulled her into a nice comforting and reassuring hug.

"And this is for saving his life", Twilight said while rubbing her mane.

Future Sweetie was shocked, this actually caused her to feel more teary eyed, "How can you understand so quickly!? Why aren't you angrier with me!? You don't have to do this Twilight I know I did something bad."

"I'm not happy with what happened but I always knew why you did what you did, I just wanted to hear it straight from you", Twilight pulled back and looked into her eyes, "When Peter came back and showed me what happened, I realized why you did it and why he did it. I know he didn't do it to cheat on me and I know you would never do anything that bad. You're both great ponies and I understood the situation".

Future Sweetie still felt a bit teary. Twilight then put on a more serious face, "Though what you did has caused Peter's guilt complex to worsen and has damaged his relationship not just with this world's version of you but Rarity as well", her demeanor softened, "I can forgive you just like I forgave him, especially how honest you both were with me after that".

Future Sweetie couldn't hold in her emotion, the fact that Twilight forgave her so easily after something like that really touched her heart, but only served to make her feel even more guilty for her actions. She then hugged Twilight hard and let her tears flow, to which Twilight rubbed her mane.

"Thank you Twilight, you're such a good friend, and I miss you in my world for that", Future Sweetie said.

"Well I'm here for you in this world, for as long as you want and need", Twilight reassured.

Future Sweetie nodded, "Oh Twilight, I'm forever grateful to know you."

After a few more minutes Peter arrived, fully cleaned and saw the moment, "Um, what happened while I was gone?"

Future Sweetie wiped the tears from her eyes, "Just a confession".

Peter raised his eyebrow, "You told Twilight about that night we...shared together?"

Future Sweetie nodded, "Yeah".

Peter looked concerned, "You're not crying because she beat you up are you Sweetie Belle?"

Twilight bopped Peter on the head, "Shut up".

Future Sweetie chuckled, "Oh Peter, you're always a pony to rely on to lighten the mood".

Peter chuckled, "Glad to know, anyway let's head over to Sugarcube Corner, I'm sure Sweetie would want to meet everypony else".

Future Sweetie nodded, "Right, oh but can I get out of this suit? I feel weird wearing it when I'm not fighting".

The Power Couple nodded, so Sweetie started removing her latex, "This suit is nice but not something I wanna wear 24/7, I feel so…odd in it sometimes".

"I think you look nice, I wore something like that once, it's tight but feels great", Twilight said.

Future Sweetie rose her eyebrow, "You did? When?"

"Once, just to make Peter happy one night", Twilight said with a grin to Peter, which he nervously chuckled.

Future Sweetie looked surprised, "Wow, I bet you looked really cute in that, gotta show me sometime."

Twilight giggled, "Thanks Sweetie, maybe a bit later, let's go".

The trio made their way to Sugarcube Corner to greet their friends.

Meanwhile in the Capcom world, Leon Kennedy had hone to get a few recruits to lead an assault against Dr. Doom.

"Ok I have my assault team which appearently consists of…a small stature superhero", he said, turning to Viewtiful Joe who did his Viewtiful pose, "A neko girl", he turned to Felicia, who did a friendly wave, "A photographer", he turned to Frank West, who had his camera and baseball bat ready, "A wolf", he turned to Amaterasu, who did a howl, "A small blue robot boy", he turned to Mega Man who readied his Mega Buster, "And a woman who doesn't seem to even have a name", he turned to Lady, of Dante's Devils Never Cry group, who gave him a smug stare.

"What? Lady's not good enough? Why should that even matter? I'm a demon slayer, I think I'm capable to handle things".

"I never said you weren't, I'm just pointing out how odd of a team this is", Leon said.

"How are we odd? I mean compared to those superheroes in the Marvel world, not to mention all this talk of magical ponies, how are we odd?" Frank asked.

"I'm just saying this is an unusual team, I mean you're just a photographer, who's apparently covered wars or something", Leon stated.

"I also killed zombies, just like you did", Frank retorted.

"He's got you there Leon", Lady said, much to Leon's annoyance.

Mega Man approached Leon, "I know we're a strange team, but that shouldn't matter right? You can trust us to help you."

"I know I can definitely trust you Mega Man, you're probably as great of a hero in this world as Ryu is, I know you both even went to that other world to Smash some competition," Leon said.

"Then stop worrying about such small details, we have a job to do, Dante's waiting for us, so is Chris, and you did promise Claire that you'd help make sure Chris was alright", Lady said.

Leon nodded, "Guess so", he turned to the others, "Alright team, roll out!"

"Yeah! It's hero time!" Joe shouted, much to Leon's annoyance.

"Don't make us lame."

Back in Ponyville, Peter, Twilight and Future Sweetie made their way to Sugarcube Corner, though Sweetie was very nervous.

"I'm a little concerned, what do I say when I meet them? How do I explain who I am and where I came from?"

Peter patted her, "Relax, me and Twilight will help you, don't worry".

Twilight nodded, "We're here for you".

Future Sweetie nodded and let out a breath to relax, "Ok let's go".

They all went inside to see Wolverine explaining stuff while Johnny and Rainbow sat together at the stools sipping a milkshake, Trixie, Wasp and Spike sitting near each other, munching on a cake, Pinkie, Applejack, Fluttershy and Rarity sitting close to Wolverine as he spoke and Remy, Bobby and Laura staying more towards the back, listening on, though Laura was barely paying attention.

Peter cleared his throat, "Hey everypony, I got a surprise for you!"

The ponies turned around to see Peter, Twilight and the Future Sweetie Belle. Sweetie shyly waved to the others, "Hello everypony".

With the exception of Johnny since he already knew, this caused a wide eye from the ponies in the shop, especially Rarity.

"Sweetie Belle…what happened to you?" Rarity asked.

Future Sweetie looked in awe at the sight of Rarity, "Rarity? Is that you?"

Rarity looked confused, "Yes, it's me...how are you so big though?"

Future Sweetie ran in to hug her 'sister', tears rolling down her eyes, "Rarity! I'm so happy to see you again! I've missed you so much!"

Rarity looked even more confused, what happened to Sweetie? Was she imprisoned somewhere that had a faster time excelleration than here?

The others approached Future Sweetie as well, just as confused by her adult form.

Rainbow Dash turned to Johnny, "What's going on?"

"That Sweetie is from...The Future", Johnny said in a sciencey type voice while doing hoof mannerisms.

Rainbow just stared at him like if he's an idiot, "The Future? Seriously?"

"I'm serious, it's like something straight out of Back to the Future. Besides time travel isn't unusual, I know mutants who've done that, like Forge and Bishop, in fact time travel is how we met the adult version of my nephew Franklin", Johnny then realized, "Hey wait a minute Peter did time travel earlier this year remember, that Sweetie Belle is from that future!"

Rainbow's eyes bulged, "Whoa! Seriously!? She looked to the Future Sweetie Belle, "I can't believe that's actually her! I recognize her from that Crystal Ball", She then lowered her voice, "Didn't she get it on with Peter?"

Johnny nodded, "Yeah, that's gonna be a little awkward most likely."

Future Sweetie let go of Rarity, "I have some explaining to do, you see I'm not your Sweetie Belle, I come from an alternate future where everypony we know is dead or in hiding, including you".

Rarity then realized the situation, "You're from the future where that dreadful Changeling Queen rules?"

Future Sweetie nodded, "Yeah, I'm one of the Freedom Fighters, well was a Freedom Fighter, thanks to Peter we no longer live in that oppressed world, he saved us and now we live in peace, me and Pinkie Pie are in charge of watching over things now".

"Wait, Pinkie Pie survived?" Peter asked.

Sweetie nodded, "Thankfully she did, I needed at least one friend, and Pinkie is always good for a smile", she looked and saw the modern Pinkie, "Oh there you are now!"

Pinkie Pie smiled, "Wow, glad I survived! That would have been a terrible way to go! But I'm guessing you saved me, well the other me, not the me here because obviously I don't need to be saved, I'm still alive and nopony punched a hole through me, so I guess I should thank you for saving the other me from your world and-"

"PINKIE!" they all shouted, she was on one of her rambles.

Pinkie giggled, "Sorry, I guess I got carried away".

Future Sweetie chuckled, "It's fine, I'm happy to see you like this again, so full of laughter and smiles, that's the Pinkie I know and love".

Pinkie awed at that, "And I love you too Sweetie Belle, even though you're not the you from this world, you're the you from your world, so-"

"PINKIE!"

"Whoopsie-Daisy!" Pinkie giggled.

"So you and Pinkie Pie watch over Equestria? Like Celestia and Luna?"

Future Sweetie nodded, "Yeah, quite a change, loads of responsibility too, but worth it".

"So what brings you here to our time?" Applejack asked.

"Nothing really, I came to make sure this world wasn't heading into the direction my world was heading into, I wanted to see what changes would happen in Peter was still here, so far things are going well, though I hear that a group of baddies have invaded, so it looks like the future might still be in jeopardy", she looked around, "At least this world isn't a total wasteland".

"Not yet, give it time and it'll end up like my world", Logan said.

Future Sweetie looked curiously at him, "I don't think I know you".

"Name's Logan, or Wolverine as most call me", Logan stated.

"Oh yeah, I've heard of you, one of Peter's closest allies, if we had access to Peter's world we definitely would have tried to recruit you to help, if you were willing that is", Future Sweetie said.

"Probably would have, especially if I knew that Twilight and Luna had been killed, I would have jumped at the chance to avenge them", Logan admitted.

Twilight awed at that, "Thanks Logan, you're so sweet".

Peter approached Logan, "Yeah, he's sweet, like a giant teddy bear", he then looked to him, "Right Logey-Wogey?"

Logan stuck his hoof under Peter's neck and extended his two outer claws, "You really want the third one coming out Parker?"

Peter gulped nervously; "Not exactly…" he started doing his nervous chuckles.

Logan pulled away while maintaining his cold glare, "I'm watching you".

Future Sweetie looked surprised, "Wow, impressive", she looked to the others, "I already know Johnny Storm, how about the one with the cards, the one with the bee stripes, the one with the cold looking exterior and the mare with the scowl".

Laura growled like she wanted to attack Future Sweetie but Fluttershy held her back, "Easy now Laura, don't do anything crazy".

Laura jolted threateningly at Fluttershy, glaring at her intently before backing away. Fluttershy looked a bit startled but regained her composure and turned to Sweetie Belle, "She's just getting used to you, she's really not that bad".

Future Sweetie looked a bit startled, "I should hope not".

Logan looked a bit concerned, he's a bit worried that soon Fluttershy might lose control of Laura and Laura may hurt Fluttershy.

Remy approached Future Sweetie, "My apologies for my friend there, but allow me to introduce myself, my name is Remy Lebbau", he then held out a card, "But you may also refer to me as Gambit", the card became many, "The Raging Cajun of The X-Men".

Bobby approached Future Sweetie, "My name's Bobby Drake, also known as Iceman", he created ice on his hooves, "I am the coolest member of The X-Men, both literally and figuratively".

Wasp stood up, "My name is Janet Van Dyne, also known as The Wasp, I am a member of Earth's Mightiest Heroes, The Avengers".

Laura looked away, "I'm Laura".

Future Sweetie looked a bit disappointed at that, but she figured Laura wouldn't be so chatty. Fluttershy approached her, "You need to be a little more friendly, she's new here and-"

"Back off!" Laura shouted.

Fluttershy took a step back, "Oh, ok. I'm sorry".

Logan growled, "Laura, outside, now!"

Laura glared, "Now you're gonna boss me around old-"

"OUTSIDE!" Logan shouted, using his claws to point out of the bakery. Laura looked pretty agitated but did as Logan asked and left with him following.

"Sorry to leave but I need to deal with her, she's sorta my responsibility", Logan said.

"That's fine, do what you need to do", Future Sweetie said.

The two Weapon X mutants left the others to continue their chat.

"It's still great to see you all, Fluttershy, I missed you so much, I would do anything to hear your sweet lullaby again", Future Sweetie said.

"I can sing it for you later if you'd like", Fluttershy offered.

"That would be nice, I might be a bit old for that but I don't care, I just miss your affection", she turned to Applejack, "Applejack, you died under my watch in my world, I feel so guilty for letting that happen".

Applejack waved it off, "Don't fault yerself, ah would have no problem dying for a good cause, as long as I played mah part".

"You did, if it weren't for you, Peter, Pinkie and Rainbow Dash, we never would have won that day", she turned to Rainbow, "Speaking of whom, I'm so happy to see you too Dash, alive and no metal wing either."

"Hey that Metal Wing makes me look pretty badass I would say", Rainbow admitted.

Future Sweetie then turned to Trixie and Spike, "Glad to see you both as well, Spike you died a hero and your efforts were never forgotten".

"Sweet, glad to know", Spike said.

"And Trixie, it's great to see you not under control".

Trixie nodded, "I'm happy not to be under control as well".

Future Sweetie looked around, "Where are Apple Bloom and Scootaloo?"

"Last I saw them, they went to find that adorable little colt Rumble", Fluttershy said.

"Oh right, we need to get our home ready, Rumble's coming here tonight!" Twilight said.

"Rumble? Isn't he the younger brother of a stallion named Thunderlane?" Future Sweetie asked.

"Yeah he is, his brother went rogue recently so me and Peter adopted his little brother into our family for the time being", Twilight explained.

"Thunderlane went rogue? Doesn't surprise me, in my world he tried handling things by himself, thinking he's a big shot, in the end it got him killed", Future Sweetie said.

"Wow, so even in that future he was arrogant", Twilight said.

"Yeah, I don't know what happened to his brother afterwards, he's likely dead as well, though I'm not entirely sure", Future Sweetie said.

"If he's not careful, it could happen to him in this timeline with those varmints running loose", Applejack said.

"Speaking of which, is there any info about them you could share with me?" Sweetie asked.

Peter cleared his throat, "There are eight of them, four underlings, one tech mare, and three head guys. One Underling is named Shocker, he's from my world, a villain I've faced multiple times, he's got Gauntlets and attacks with pressurized air. Then there's Balrog, a boxer from the world of Capcom, he's strong but not very intelligent. Then there's Vega, another one from Capcom, he's a pretty boy ninja with a claw and a Spanish accent".

"Is he the charmer guy?" Future Sweetie asked.

Peter nodded, "Yeah, try not to fall for his suave words", Peter cleared his throat, "Then there's Lightning Dust, so far the only one from this world Wesker has recruited".

"Lightning Dust…sounds familiar, I remember there being reports of a rebel being reckless in the skies, I think they said her name was Lightning", Future Sweetie said.

"Sounds like something she'd do, I wouldn't be surprised if she was long dead", Rainbow bluntly stated.

"Rainbow Dash!" Twilight scolded, "That isn't proper".

Trixie nodded and spoke to herself, "Still think I could have helped her".

Rainbow huffed from the response, while Peter continued, "Anyway there's Tron Bonne the tech mare, she just recently came but she's proving to be dangerous. Finally there are the three leaders. First General M. Bison, leader of a group named Shadowlaw; they deal with weapon smuggling and what-not. Then there's Vergil, a half demon with dangerous power. Finally there's Albert Wesker, a man who makes viruses for Biological Organic Weapons, or B.O.W.s for short".

Future Sweetie looked impressed, "Wow, sounds deadly".

"Not to mention they've kidnapped and mind controlled many heroes, including Bobby, Remy and Laura before we saved them", Peter said.

"But they have some of my friends captive now", Janet added.

"Yeah, Captain America, Iron Man, Hulk and Thor, they're great allies but dangerous enemies", Peter said.

"And that's not all our adversaries", Johnny added, "We still got those so-called heroes from Capcom, Chris Redfield, Dante and Ryu, not to mention Thunderlane running around and doing crap", Johnny said.

"I take it all the Capcom world people are enemies to you?" Future Sweetie asked.

Peter shook his head, "No, some are on our side, like a woman named Chun Li".

"Yeah, we can trust her, she's cool", Johnny said.

"But our main priorities are the eight villains", Twilight said.

Future Sweetie nodded, "Right, I think I can help you with that, first I'm gonna find that guy who kidnapped my counterpart from this world and get this world's Sweetie Belle back, then teach him a lesson for kidnapping young fillies".

"And having sex with them", Johnny added, much to the annoyance of those around him, especially Peter and Twilight.

Future Sweetie blinked, "Excuse me?"

"Having sex, that Vega creep had sex with this world's you", Johnny said.

Future Sweetie looked a bit blue, "He…did…WHAT!?"

Johnny then realized his blunder, "I take it Peter and Twilight didn't tell you yet?"

Peter gritted his teeth, "No…we didn't!"

Johnny blinked, "Oh…guess you didn't think it a good time yet, come to think of it, that probably never needed to be mentioned at all, my bad".

Twilight glared intently at Johnny, who started getting horrible flashbacks.

"Look on the bright side…at least now-" Johnny then immediately flew away as Twilight chased after him.

All you hear are the terrified screams of Johnny and the angry yelling of Twilight.

Future Sweetie looked dumbfounded, "How did this happen…how did I or my other me end up sleeping with a villain?"

Peter rubbed his head, "I'm not sure myself, but now you see what a real bastard this guy can be".

Future Sweetie growled a bit, "When I get my hooves on that pervert, I'm gonna unleashed a fury like no other!"

"And we'll help you", Bobby said.

"That's right, we're all in this together", Peter said, "You, me, Bobby, Rarity, Twilight, and the others".

"Speaking of Twilight, should we be worried?" Sweetie asked.

Peter shook his head, "No just let her blow off some steam, you should have seen her last time, she was REALLY scary".

"Wow, poor guy", Sweetie said.

Meanwhile Fluttershy had went to find Logan and Laura, though after going outside she heard a loud conversation between them.

"I don't know why you're acting like this to Fluttershy! She took you into her home and treated you well, why are you threatening her with physical violence!?" she heard Logan shouted.

"I didn't threaten her, I just told her to back away!" Laura angrily replied.

"You threatened her! She's been letting you stay at her home the last couple of days and you repay her by threatening her!? She is not obligated to do this! She could send you away at a moment's notice!" Wolverine warned.

"I never asked to be taken in by her!" Laura shouted.

"Yet she did it anyway! Why can't you appreciate that! Why must you push others away!?"

"You're one to talk old man! How many have you pushed away!?"

"I know what I did, and it's not a good life! Don't make my mistake, you have a chance at a nice healthy relationship with a great mare, don't blow it!"

Fluttershy hated this, she hates arguments and the fact that she's the topic of the argument doesn't make it easier. She decided to back away a moment, figuring it's best to let Logan handle this, she would be of no use.

As she started leaving she heard Bobby say, "For the record, it's nothing personal".

Fluttershy turned to see Bobby standing nearby, he also heard the fighting, "Laura has a lot of issues, mainly trust, once she can trust you then you probably have her, but it's not you, so don't feel so bad".

Fluttershy nodded, "Thanks Bobby, I just wish I could help her".

"You help her by just letting her warm up to you. My advice, keep doing what you're doing, you're not too pushy but you're not too distant, she'll start liking you then".

Fluttershy smiled, "Glad to know…I should head home now; I have to feed my animals, tell them I'll be at my cottage if they need me".

Fluttershy flew back to her cottage as Rarity approached Bobby, "Thanks for giving her reassurance, she's very shy and not too confident, so this really helps".

"No problem…so what are you going to do about this situation regarding the future version of your sister?"

Rarity shrugged, "Not sure, it's nice to have a Sweetie Belle around, but I still prefer my current timeline sister", she looked to her future sister, "However perhaps I can be a sister to her as well, I'm no longer alive in her timeline and she probably misses me very much, I'll take her to my Boutique and she'll feel right at home".

Bobby nodded, "Sounds great, I'd be happy to help anyway I could".

Rarity smiled at him, "That'd be nice of you Bobby".

"No trouble", Rarity stated.

Soon Apple Bloom and Scootaloo arrived with Rumble to Sugarcube Corner.

"You excited to be living with Peter and Twilight?" Apple Bloom asked.

"Yeah, I'm a little nervous since they're such a powerful couple, but they're really nice so I hope I can be a good guest in their home", Rumble said.

"Maybe once your brother sees Peter care for you, he'll stop hating him", Scootaloo said.

"I hope so, though if my brother comes back, Cloudchaser says she'll beat him up for doing something so selfish and stupid", Rumble said.

"With all due respect to you and yer brother, what he did WAS selfish and stupid, if he knew he had to take care of ya, he shouldn't have left ya", Apple Bloom said, "Ah know fer a fact mah sister never would have left me high and dry like that".

"And Johnny's sister probably wouldn't have done that either", Scootaloo said.

"Yeah, I guess", Rumble said.

Once they got inside, they saw something amazing.

"Sweetie Belle!?" all three said.

Future Sweetie turned to them and made the biggest smile so far, "Apple Bloom! Scootaloo!"

She ran over to them and hugged them both really tightly, "I'm so happy to see you both, I missed you like crazy!'

Apple Bloom and Scootaloo didn't get this, why was Sweetie Belle a full grown mare now?

Rumble also looked confused, he could have sworn she was a lot small a few days ago.

Future Sweetie was so ecstatic, her two best friends alive again, well not again since they were never dead in this world but close enough.

She put them both down and smiled, "You have no idea how happy I am to see you both!"

The two fillies looked at each other confused, Future Sweetie then saw Rumble, "And you're Rumble, I think I do remember you, such an interesting mane style".

Rumble looked confused, what's going on? Future Sweetie then pulled him into a hug, "Wow, you're such a huggable colt, I should have gotten to know you better when I had the chance."

Rumble didn't know what was happening, but he enjoyed the affection, she was quite smooth. She then kissed his head, "Such a cutie, Peter and Twilight picked out a good one."

Rumble was a bit love struck right now, "You're pretty."

Future Sweetie giggled, "Wow, such a flatterer."

Apple Bloom felt slightly jealous at that, though she was still more confused right now.

"Um Sweetie Belle…how are you fully grown?" Apple Bloom asked.

Future Sweetie realized the situation, "Oh right, I should explain, you see I'm from a different future, has Peter told you anything about that?"

Apple Bloom nodded, "Right, a Changeling future, yeah we know…wow so yer from there?"

Sweetie nodded, "Sure am, I'm happy to see you right now, you too Scootaloo, when you both died it broke my heart, I love girls so much, it ached to not see you."

"Oh, we're sorry that it hurt, but you're here now, wait how and why though?" Apple Bloom asked.

"I used an old time travel design Peter made, I came to make sure this future wasn't gonna be anything bad, though it sounds like the invasion isn't happening anytime soon", Sweetie said.

"Yeah, it's 2 years from now apperaently, you were kinda off", Apple Bloom pointed out.

"Right…doesn't matter, as long as I can see you all again, but it's a good thing I'm here, seems like you have new enemies, one of the bad guys took this world's me correct?" Future Sweetie asked.

"Yeah, a real jerk that guy is, but Peter will get yah back, so don't you worry", Apple Bloom said.

"I won't…and I'm gonna help him, but in the meantime, could we go do some stuff together, I know I'm all grown up but I miss you girls so much so I want to spend some time with you as well", she turned to Rumble, "You can join us if you'd like".

Rumble turned to Apple Bloom, "Can we!?" he seemed very excited.

Apple Bloom looked a bit annoyed but nodded, "Of course, I'd love to play with ya Sweetie, even if you are fully grown".

Future Sweetie smiled, "Cool, lead the way", Future Sweetie said and followed Apple Bloom and the others.

Seeing that brought some joy to Peter's heart, the fact that Sweetie Belle has a chance to deal with her own personal struggles and have a little fun in this world before having to deal with the evil that Wesker's ready to spill.

"PETER GET YOUR WIFE AWAY FROM ME!" he heard Johnny shout.

"YOU CAN'T ESCAPE ME JOHNNY! I WILL STRIKE YOU DOWN!" Twilight shouted.

"YOU HAVE ANGER ISSUES!" Johnny shouted.

"YEAH THAT'S RIGHT JUST KEEP PUSHING MY BUTTONS TORCH!" Twilight shouted.

Peter sighed, "Better go stop Twilight before she makes Johnny cry, at least more than she's making him now", he swung after his wife and Johnny.

Janet and Spike watched from the background, Spike looking a bit ashamed, Janet just curious.

"She always like this?" Janet asked.

"Only when she's really mad, which thanks to Johnny is becoming a bit frequent", Spike replied.

Janet chuckled, "Poor Johnny, he's always had that habit of annoying others, Peter has that too but his cute personality usually results in him getting just a bop on the head at most".

"Yeah, that happens to Peter here as well", Spike then realized, "Hey you wanna see their daughter? She should be at the Apple Family Farm".

Janet seemed excited at that, "That'd be so cool, is she cute?"

"Yeah, you'll love her, she's pretty smart for her age, thanks to Peter and Twilight, mostly Twilight since she encourages the studying, Peter just likes playing with her non-stop, you forget who the child is sometimes".

Janet giggled, "Sounds like Peter, anyway let's go".

"Right, follow me Miss...I don't think I've memorized your name yet".

"Van Dyne, but you can just call me Janet".

"Cool, my name's Spike, I'm the assistant and good friend to Twilight and Peter".

"They're lucky, must be cool having a dragon for a friend", Janet said.

"Hey I could be your friend, I'm not exclusive, I'm probably the only dragon in this world that wouldn't harm a pony, or in your case a human turned Pony".

"So you're a rebel or what?" Janet asked.

"I was raised by ponies, see Twilight used magic to hatch me from an egg and I was soon after raised by Princess Celestia, then I went to live with Twilight and became like her little brother, most other dragons aren't too friendly"

"Wow, bet you had a pretty interesting life", Janet said.

"Yeah, wanna hear about it?" Spike asked.

"Sure, go for it".

"Ok, I was born, a really long time ago..." Spike started saying as he walked and talked with Janet on the way to Sweet Apple Acres.

Meanwhile off in the distance, The villains have stopped at a place that Vergil led them to. The Avengers had made their way back to The Crystal Empire under orders from Wesker.

Sweetie Belle was also there, still unsure of this whole thing. At this point she wished she was home, back with her friends, she's not too thrilled staying with the villains.

Vega, Balrog, Lightning and Shocker recovered from their attacks and looked around.

"Where are we?" Vega asked, scanning the area.

"That's what I'd like to know, where did you bring us Vergil?" Bison asked.

"You'll see, follow me", Vergil said.

They approached a cave leading to a very ominous place, one that sent chills down the spines of the villain underlings.

"This place doesn't look too safe", Lightning said.

"Just stay close, if you stray you might get killed", Vergil warned.

That didn't make Lightning any less nervous. They all went inside and approached the gates where they found Cerberus, The Three Headed Dog.

Sweeite Belle shrieked in fright and ran behind Vega to hide, while Vega himself seemed frightened by the beast.

"So, The Hellhound Cerberus exists in this world", Vergil said.

Wesker looked impressed, "So this place has a bit of Greek Mythology, makes sense considering the armor those ponies wore".

"Why are we here may I ask!?" Shocker asked, very much in shock (no pun intended) and aiming his gauntlets in self defense.

"Where are we is a better question!" Vega shouted, keeping a defensive stance for himself and a protective stance for Sweetie Belle.

"We are at the gates of Tartarus", Vergil explained.

Lightning flipped out, "Why are we here!? This is a place for evil monsters!"

Vergil grinned to her, "Exactly", he looked back, "This place is essentially like Hell to the ponies of this world, perhaps we can find some deadly monsters to aid us in our quest".

"Taking a page out of your book Vergil? Makes sense. Though I myself am interested in seeing more Greek relations in these worlds", Wesker said.

"Your old workplace Umbrella named several of B.O.W.s after Greek Mythology correct?" Vergil asked.

"Yes, take this Cerberus for example, that's the name we gave to the dogs that have been transformed by the T-Virus", Wesker explained.

"Um, speaking of the Cerberus, he looks ready to stike!" Lightning shouted, regarding the Cerberus growling at them.

Vergil whipped out his sword, "Out of my way mutt!"

Cerberus lunged at Vergil but he slashed his sword at one head then sent light swords at the others, causing it to howl in pain.

He then slashed it across its chest many times, drawing some blood and causing a little pain.

Wesker assisted by rushing in and doing a strong punch to the monster, making it stumble to the gates and crashing it.

The villains walked past the fallen beast, though aside from Bison, Vergil and Wesker, the villains seemed a bit on edge walking near the fallen beast.

Sweetie stayed very close to Vega, she was frightened beyond all means.

"He's gone crazy, let's leave Vega", Sweetie begged.

"I'm not too thrilled either Sweetie Belle, but we need to trust Vergil", Vega said.

"We can't trust him, he's really weird", Sweetie said.

"I heard that you impudent filly!" Vergil shouted, causing Sweetie to stick his tongue at him.

Vergil turned around, "Unless you want that tongue removed from your mouth I suggest you stick it back where it came from!" he said with his vocal volume going up with each sentence he spoke.

Sweetie looked pretty upset. Vega then got her on his back, "Stay put, if it gets too dangerous I'll fly us out of here".

Sweetie nodded, "Yes Vega".

They continued on until they were deep in the caverns of Tartarus. As they passed they saw several monsters, such as The Hydra and the Chimera.

"Impressive, what to use first", Wesker wondered.

"We must use the most dreadful monster here", Vergil said.

"Sorry, but I have other plans", they heard a voice say, causing them to get in fighting position.

"Who goes there!?" Vergil asked.

They saw a creature in red approaching them; he was wearing what looked like a cloak.

"Greetings friends, welcome to Tartarus", he said.

"We aren't your friends, who are you?" Vergil asked.

The creature chuckled, "Such arrogance, I like that", he lifted his cloak up, "I am Lord Tirek, I have spent over a millennia here in the depths of these caves."

Vergil didn't look impressed, "A millennia? Big deal, my father once sealed away a beast for two Millennia."

Tirek grinned, "That almost makes me feel better, especially since I'll be out soon, 1000 years ahead of that monster."

Wesker approached Tirek, "Listen, we'd love to sit here and chat, but we're busy, we have troublesome ponies to deal with, as well as a superhero and his princess wife to capture".

They then heard another voice in the air, "Would you happen to be talking about Princess Twilight Sparkle and The Amazing Spider-Mane?"

They all looked around and suddenly Discord appeared next to Wesker, causing some curiosity.

"This is interesting, who and what are you suppose to be?" Wesker asked.

"I am Discord, the Master of all Chaos! I love Chaos, I embrace it, I spread it", Discord said.

"Reminds me of that God in Marvel's Asgard, I believe his name was Loki", Vergil stated.

"I've heard of him, such a fascinating type of person, I really would love to do tea with him some time," Discord said.

"That's nice, but one question, do you have history with Spider-Man and Twilight Sparkle?" Wesker asked.

"Why yes I do, and I know you do as well, I've seen the trouble you've caused Albert Wesker," Discord said.

"How do you know about that? And how do you know Wesker's name?" Vergil asked.

"I know a lot of things, Vergil Son of Sparda," Discord said.

Vergil looked surprised, and held his sword, "I'm watching you creature!"

Discord flew around, "Oh don't worry, I don't intent to make an enemy of you, why all have the same enemy after all, and as the old saying goes", he approached them, "The enemy, of my enemy, is my friend", Discord held his hand out in friendship to Vergil.

Vergil scowled at Discord, "I don't wish for your friendship."

Discord grinned, "Right, you only wish for Fluttershy's, such a nice girl she is, I'd ask her out myself if I had the chance to".

Vergil looked a bit disgusted, "Surely you're joking, a creature as beautiful as Fluttershy should not befoul herself by associating with a creature as repulsive as yourself."

"Kinda stealing Vega's shtick there aren't you Vergy my boy?" Discord taunted.

"I swear monster!" Vergil wanted to attack but Wesker held him back.

"Enough Vergil, you must control your emotions, remember the bigger picture here", Wesker turned to them, "So you also wish to take down the Parker-Sparkle Empire?"

"In a way", Tirek said, "It's mostly for revenge on Celestia, but our plan won't be ready just yet, it might take several more years, but I've waited this long, an extra say….five years shouldn't hurt."

"If they're around that long, if you wish to take over then I assure you that we will be your enemies, and I can promise that you won't like that one bit", Wesker warned.

Soon another pony made his way over, one of green scaly skin and purple clothes.

"Confident, aren't you Wesker?" he approached them and grinned, "Hello boys."

Shocker looked surprised, "Osborn!? Is that you!? You're alive!?"

Bison got closer, "Osborn? The Green Goblin? This is where you have been?"

Goblin grinned, "In a way, I've been stuck here for the last four years, and since then I have been planning and waiting for the time to strike. Soon the Prophecy will be fulfilled, the prophecy in which Spider-Man dies!"

Vergil looked curious, "His death has been prophesized? Where is this stated?"

Osborn tossed Vergil a book, "Here you go, don't ask me how I got it, I have my ways."

Vergil looked at it curiously and put it away, "So it's just you three making these plans?"

Goblin shook his head, "No, it's Discord, Tirek, myself, and my Sinister Six teammates".

Shocker scratched his head, "You formed another Sinister Six? With who?"

Suddenly a spark of electricity landed near Shocker and took the form of a blue pony in a black suit, surging in electricity and a scowl on his face.

"Electro? Haven't seen you since that one chick sent you to the moon", Shocker said.

"Wasn't fun I can tell you that, surprised to see you here though," Electro said.

"Got recruited by Dr. Doom to capture Spider-Man, with help from Albert Wesker, Vergil and General Bison", Shocker explained.

"So, Capcom's invading again? And Doom is launching another plan? Sounds fun", Electro said.

Soon three mares arrived, one purple coat with purple stripes in her hair, looking in a bad mood, one blue with blue stripes in her hair with a friendlier face and one yellow with a big yellow mane with a confident smile.

Vega raised his eyebrow, "Who styled your manes? With the exception of the blue one, you all don't look too well".

The yellow spoke, "My name is Adagio Dazzle, these are my Dazzlings, Aria Blaze and Sonata Dusk", she looked to Vega, "And shut your mouth about our manes!"

Vega raised his eyebrow, "Wow, attitude much?"

"Be careful, they may look like ordinary ponies, but they're actually sirens", Goblin warned.

Bison looked intrigued, "Sirens? Fascinating".

"So that's five, where's number six?" Tron asked.

"Turn around", Goblin said.

The villains turned around and found a creature in a red symbiote suit. Shocker looked horrified at the sight of this villain, "Oh no…it's him!"

Wesker looked closer, "Looks familiar, it's not Venom though…"

"You're thinking of my daddy", he said.

Lightning backed away, "He's giving me the creeps, who is he!?"

Shocker turned to her, "He is known as Carnage, he is a savage killer in my world, he is a ruthless and feared man, no one sheds blood like him".

Vega glared at Carnage, "Is that so?" He got Sweetie off him to approached Carnage.

"What's he doing?" Lightning asked in concern.

Vega and Carnage glared at each other, neither one backing down.

"I doubt anyone can shed blood better than I can, what's so special about you? You're just another freak", Vega taunted.

Carnage formed an axe and held it to Vega's neck, "Another freak am I?"

Vega held his claws to Carnage, "Yes, you are, hideous creature too".

As they stared down, Shocker pulled Vega away, "He's not someone you wanna mess with, trust me he caused a huge riot in New York City! He's killed many people! Dude's a savage beast!"

Vega grinned psychotically at Carnage, "Is that so? Sounds like a challenge!"

Carnage grinned back, "Your move pretty boy!"

Wesker stepped between them, "That's enough, Vega go outside, Carnage go back to your allies".

The two continued to glare before going their separate ways.

Sweetie, Shocker and Lightning quickly followed Vega, not wanting to be in this area.

Wesker turned to Goblin, "Nice ensemble you have here, but like I said, it will be moot in the future".

"Then I look forward to challenging the better team, I'm sure Carnage would love to take on Vega", Goblin said.

"Look, we came here to find some monsters, now if you don't mind, and I really don't care whether or not you do, I'm off to find what I came here for!" Vergil said and walked through Tartarus.

Goblin looked to Wesker, "Very impatient boy, but I must warn you, Spider-Man is no easy foe, I don't think you will defeat him".

"I assure you Goblin, I will defeat him, I will control him and his wife, and I will rule. Plus if you even think about Challenging our power, then I can promise it won't end well for you, unlike Spider-Man I don't hold back against my enemies", Wesker threatened.

Wesker and Goblin had a face off in which Goblin chuckled and backed out, "If you say so my boy, just don't say I didn't want you ".

He let out an evil laugh as did the other villains. Wesker rolled his eyes, he really didn't care nor did he consider them a threat.

He then received a call from Dr. Doom, "Wesker, are you there?"

Wesker looked displeased, "Doom, I've been meaning to speak with you, I have a few things to get off my chest, for one, how in the hell did you allow Chun Li and her allies TO ESCAPE TO THIS WORLD!?"

"Lower your tone Wesker! You forget, I am Dr. Victor Von Doom! You are to SHOW ME SOME RESPECT!"

"Doesn't change the fact that Chun Li, Nathan Spencer, Hawkeye and Wasp somehow managed to elude your sight and come to this world, further making things more complicated than they need to be!"

"I can't keep track of everything, besides surely you can handle them, if you can't then you're the wrong person for this job!" Doom shouted.

"I am keeping my word; I am conquering cities, though thanks to your oversight I lost their Capital City! Luckily Vergil had a backup plan, though it's gonna require some time most likely", Wesker said.

"Fine, listen, the reason I called is because I'm gonna be sending more captives to you, thanks for the efforts of an Assassin I hired recently, maybe that will help you recover from your most recent blunder. I was able to capture another hero that I was easily able to control", Doom explained.

"Another hero from your world?" Wesker asked.

"No, yours, I captured the Cyber Ninja Strider Hiryu", Doom explained.

Wesker looked impressed, "Quite a feat, though who may I ask accomplished this task? Perhaps I can borrow him".

"Borrow him? Take him, he's more of a onetime use anyway, so I'd be glad to send him to you, still have the Maximoff Siblings as back up so I'm not taking much of a loss", Doom said.

"Excellent, maybe things shall go back on track", Wesker said.

"I'll send him to you right away, Strider I gotta make sure he'll stay controlled, hopefully it won't take long, Doom out".

Once Doom signed off, Wesker stood back and waited. Bison approached him, "Things going well?"

Wesker nodded, "Yes, soon we'll be getting at least two more allies, one coming momentarily, the other is Strider Hiryu".

Bison looked surprised, "Quite a feat, wait who's the other ally?"

"Don't know, he should be coming any moment".

Soon a portal opened and the person in question stepped out, though Wesker and Bison weren't too thrilled with who they got.

"Oh no", Wesker said with a concerned face.

"Not you!" Bison said, very concerned.

Tron and Balrog ran up to them.

"What? Who is it?" Tron asked, then saw the person in question, "Oh no".

The person wore a red and black ninja suit with katanas on his back and twirled a few guns and looked to the audience with a smile through his mask.

"Hey everyone, miss me?"

Wesker groaned, "Dammit Victor! Why him!?"

The Ninja posed; "Because there's no one better than…Deadpool!" some fireworks appeared behind him spelling out his name.

Goblin watched from the distance, "Oh God it's that idiot again".

Electro also watched, "Never wanna take orders from him again".

Deadpool grabbed his katanas, "I'm back in Spiders and Magic bitches!" He got into one final pose, "Next up, it's my time!"

Author's Note

Amends made, villains met, danger incoming.

Interests Growing

Nighttime came to Ponyville, it was a long day as usual for our heroes and everypony just wanted to get some rest. Twilight and Peter had officially welcomed Rumble into their home, he was gonna share a room with Mayday.

"This will be your home for the time being Rumble, I hope you like it here", Twilight said.

Rumble felt a large amount of joy in his heart, "I'm so happy you're letting me stay in your home, feels like a large honor, the most powerful couple in Equestria letting me stay here".

"Think nothing of it, we're just happy to help", Peter said, "But if you need to thank anypony, it's Twilight, she really pushed for this".

Rumble hugged Twilight, "Thank you, you're the best princess ever".

Twilight blushed and returned the hug, "Thank you Rumble, you're such a sweetheart".

Logan, Trixie, Janet and Spike entered shortly afterward with Mayday. Peter approached his young daughter, "How's daddy's favorite little filly?"

"I'm fine, I had a lot of fun with Aunt May, did you beat up the bad guys daddy?" Mayday asked.

"Sure did, beat them up real good, but they ran away before I can put them in jail", Peter answered.

"Wow, sneaky, but you'll get them, you and mommy are stronger than everypony!" Mayday said.

"Yeah, we are, and one day you'll be stronger than us, you'll be able to beat everypony up, including uncle Johnny", Peter said.

Mayday shook her head, "I don't wanna beat up uncle Johnny, he's really funny, and he said I'm the prettiest filly in the world."

"Trust me kid, once you're old enough to find what he says annoying, you'll wanna beat him up", Logan said.

Mayday looked smugly to Logan, "Don't be so grumpy Uncle Logan, or I'll beat you up when I get bigger."

Peter chuckled, "Oh snap Logan, you just got called out!"

"Shut up Parker", Logan shouted, causing Peter to smile sheepishly.

Janet giggled, "This is funny, well I should be off", she turned to Spike, "Thanks for the warm welcome, we should get together again tomorrow, I'd love to hear more stories".

"Sure, I got plenty, do you know the way back to Sugarcube Corner? I can walk you there if you'd like", Spike offered.

"No, I can find it, I'll fly if I need to, I'd recognize the place since it looks like a giant dessert", Janet replied.

"Sweet, so I'll see you tomorrow morning".

"It's a date", Janet said with a wink and turned small into a Breezy form and flew off.

"Pretty interesting how she turns into a Breezy", Trixie stated.

Spike grinned, "You hear that? She said 'date', she considers that a date!"

"Easy Spike, you barely know her, besides she's probably just teasing", Twilight said.

"Hey it can work, the point of a date is to get to know somepony right? She looks really cute too so I'd say I lucked out".

Twilight looked concerned, "Just be careful Spike".

Spike nodded, "I got this", he yawned a little, "I'm off to bed, fighting a beauty obsessed psychopath takes a lot out of you", he walked to his bed.

Twilight turned to Peter, "Is that Wasp girl ok? Nothing I should worry about?"

Peter shrugged, "Janet's always been nice to me, so I can say she's not bad, but she can be a little...well a cross between Rainbow Dash and Johnny Storm."

Twilight's unease didn't falter from that, "I'll keep an eye on her then, but on to other matters", Twilight turned to Mayday, "Mayday, Rumble's gonna be sharing a room with you, would you be fine with that sweetie?"

Mayday nodded, "I don't mind, is he gonna be my new big brother?"

Twilight nodded, "For now".

Mayday smiled, "Yay, a big brother! Like you have mommy!"

Twilight's heart warmed, she cared deeply for her older brother, now Mayday's gonna know a similar joy, "Yes, just like your uncle Shining Armor".

Rumble walked over to Mayday, "My name is Rumble, I hope we can be friends".

Mayday hugged Rumble, "I can be your little sister".

Rumble hugged back, "Ok, you're my little sister then".

Logan rolled his eyes, "This is too cute, I'm leaving", he walked over to the room he shared with Trixie. Trixie herself followed, "I should head to bed as well, goodnight all".

Peter chuckled, "Oh Logan, always the tough guy".

"Some are just like that, anyway let's get these little darlings to bed as well", Twilight said.

A few moments later, Mayday was tucked in her bed by Peter and Twilight while Rumble went to his mattress.

"Goodnight little May, sweet dreams", Twilight said and kissed Mayday's head.

"We'll see you in the morning", Peter said and kissed her head as well.

"Night mommy, night daddy", she called over to Rumble, "Night Big Brother!"

Rumble waved goodnight as Mayday went to sleep.

Peter and Twilight walked over to Rumble.

"Hope this mattress is ok for now, we'll get you a better bed", Twilight said.

"It's fine, maybe I won't be here long, so you don't have to go through that much trouble for me", Rumble insisted.

"That's fine Rumble, it's no trouble, we just want you to feel comfortable", Twilight said.

"Yeah, we'll get the stuff from your room here soon, hopefully you won't be too homesick", Peter said.

"I'll be fine, but thanks again for letting me stay here, now I know why you're considered the best couple. Not because you're strong, which you are, but because you're kind and caring to all ponies", Rumble said.

Twilight ruffled his head, "You're such a sweetheart, goodnight dear", Twilight said and kissed his head.

"Night kiddo, see you in the morning", Peter said.

Rumble nodded, "Goodnight", he too drifted off to sleep.

Peter and Twilight quietly left the room and went to their own and laid in their bed, cuddled up together.

"Long day huh? First a big rematch against Wesker's group, then the Sweetie Belle from that Wasteland future arrives, now we have a little colt to take care of", Twilight said.

Peter hugged Twilight close, "It's not too bad, as long as you stay by my side".

Twilight nuzzled against Peter, "I'll always be by your side".

Peter felt a relief, he's so grateful to have Twilight in his life, despite all the stupid things he's done, but that only drives him more to protect the others, so they don't care for him for nothing. He did hope that everypony else was fine.

Meanwhile in Trixie's room, she's sitting on her bed, still concerned over the events of the day earlier. Logan noticed her worry, "You alright there?"

Trixie nodded, "I'm fine, it's just that…I wanted to help that mare what was with Wesker, Lightning Dust. I had a chance to speak with her, sort of, she was busy punching me, but I could tell she's probably not so bad, just scared".

"Scared? She should be, she's teaming with very dangerous people", Logan said.

"Yeah, when I was speaking to her, the way she sounded, it reminded me of myself", Trixie explained, then went a little further in her explanation, "I was once in a position where I thought no one could be my friend, so I grew to despise others, even manipulate without a care in the world. It sounds like she's convinced she's an irredeemable menace, but she doesn't know she has a chance to change for the better", she sighed deeply, "For some reason when I mentioned Peter, she sounded so frightened, I saw the tears in her eyes, she was afraid of him and I don't know why".

Logan tapped his chin, "Think it's the fact that he broke her wings?"

Trixie looked like she just realized the situation, "Could be, he was a little violent that day the way he attacked the villains…that must be why she's afraid of him", she sighed, "I gotta help her now more than ever."

Logan looked curious, "You seem really committed to that, you really want to help this pony".

Trixie nodded, "Of course, if there's a chance to give another pony the same redemption I was given, then I must take it. Peter's kindess was the best thing that could have happened to me, I owe it to follow his example".

Logan seemed impressed by this, "Very noble of you", he smiled to her, "I'm confident you can pull this off Trixie".

Trixie seemed relieved, "Thanks Logan, your words mean a lot", she then hugged him, which he returned.

"I can see why Fluttershy likes being near you, despite your tough act, you're very comforting to be around", Trixie said.

Logan didn't say anything, but he felt a bit flustered. He's happy to help though; he's grown to like Trixie, just like he's grown to like Fluttershy.

Trixie went to her bed, "I'm off to sleep, goodnight Logan".

Logan nodded, "Night Trixie", he too went to bed.

Meanwhile with Rarity, she had adjusted Modern Sweetie Belle's room for Future Sweetie Belle to sleep in.

"Here you go Sweetie Belle, this should be good for you" Rarity said as she adjusted the pillows.

"Thanks sis", Sweetie said as she climbed into bed, "Wow it feels so good to say that after so long".

Rarity nodded, "I should think so, goodnight Sweetie, let me know if you need anythinjg".

"I will, goodnight Rarity", Sweetie laid down to sleep peacefully. It's nice to once again be home, next she could let Future Pinkie Pie come back and experience this.

Rarity left to her room and passed by Bobby.

"Amazing huh? While looking for your little sister, a future version shows up, and she seems to need you just as much…maybe a little more".

Rarity nodded, "Yes, it's very surreal, I mean time travel, odd concept".

"Not really, I know some who can time travel, just wait til you meet my friend Bishop, he's from a bad future as well", Bobby said.

Rarity smiled, "You superheroes always amaze me, I can see why your world is called Marvel…it sounds Marvelous".

"We didn't name it that, we're just Earth, but so is the Capcom world, hence the names Marvel and Capcom. But yeah I guess our world is Marvelous I guess".

Both chuckled a bit before heading to bed, "Night Rarity, sleep well".

"You too darling", Rarity replied before heading off to her slumber, though not before remarking one thing, "He's a charming colt, cute too".

At Fluttershy's Cottage, she is getting ready to sleep on her couch when Laura approached her.

"Hey..."

Fluttershy looked to her, "What's wrong Laura?"

Laura rubbed her head, "I'm…really sorry, for threatening you, I'll try not to do again".

Fluttershy nodded, "It's fine, don't worry about it".

Laura seemed a bit suspicious of the fact that Fluttershy seemed so ok by this, no one is this nice, no one can be.

"Ok then, I'm going to bed now", Laura said.

"Alright then, goodnight Laura, pleasant dreams", Fluttershy said in a charming way.

"Yeah, yeah", Laura said and rushed to bed. Fluttershy's kindness was so unusual to her, it made her feel weird.

Fluttershy pitied Laura; despite her violent outburst she can see the fear deep within her. Fluttershy knows that Laura more than ever needs a degree of comfort.

At Sugarcube Corner, Pinkie had set up a Mattress in her room for Janet to sleep in, "Here you go, hope it's comfortable".

"Thanks for your hospitality, hope I'm not intruding", Janet said.

Pinkie shook her head, "Nonsense, everypony else has a Superhero living with them, now I get to have that fun, besides the Cakes don't mind".

Janet nodded and laid down, "Must be cool living in a Bakery, all the sweets you can eat".

Pinkie nodded feverishly, "Yupperonnie, it's also fun to make them; maybe tomorrow I can show you how to make some".

"That'd be cool, might be hard since I'm not that used to these hooves", Janet said.

"Don't worry, it took Peter a while to figure it out too, but you'll get it!" Pinkie squeed, "Well goodnight!" she plopped on her bed and fell to sleep immediately.

Janet looked impressed, "Wow, she's more random than Deadpool", she laid back to sleep as well, "Wonder where he is now?"

Meanwehile in Tartarus, "And that's my cue!"

Deadpool twirled his guns around, "So cool I can do this despite having hooves, screw phyisics, I'm Deadpool! And no one's more random than I am!"

Discord swirled around him, "I wouldn't say that".

"Yeah…where's Pinkie Pie? I just gotta meet her! I bet she's super freaken attractive in person, or pony, same thing".

"Actually I was referring to me, not-" Discord noticed that Deadpool had already wandered off, "What an imbecile".

Deadpool approached Wesker, who was working on some chemicals and viruses, "So can we go find Spider-Man now? Huh? Can we? Huh? Can we, can we, can we!?"

Wesker looked really annoyed, "Not yet, we're not ready, I need to perfect these viruses and Vergil needs to tame those monsters".

They looked over to Vergil as he's challenging a monster, "Stand down beast! I am your superior!"

Deadpool rolled his eyes, "Come on, I'm bored, my fans don't wanna see me wait in Tartarus with you nimrods, they wanna see me fight!"

Wesker did his best to ignore Deadpool but he wouldn't relent.

"So what do you say Albert, old buddy, old pal, old acquaintance, huh? Tell me, huh!? Do we fight now!?"

Wesker growled, "If you leave me be for the moment, then I'll come up with something for you, now get out of my face before I LOSE MY MIND!" Wesker glared at Deadpool with his red glowing eyes, causing Deadpool to back away.

"Ok I guess I should find another person to bug", he turned to Bison, "Yo Vega!"

"I'm Bison!"

Deadpool looked confused, "No Bison is the Boxer".

"No I'm Balrog".

Deadpool shook his head, "No…Balrog is the guy with the claw".

"That's Vega", Bison said.

Deadpool put his hoof on his chin, "Huh…so the Japanese lied to me, oh well, maybe I'll go talk to Vergil".

He approached Vergil, "Hey Vergil! Over here!"

Vergil looked frustrated, "I swear if you get near me I will make you dread your healing factor".

Deadpool kept going, "Let's play a game!"

"Fine, let's play hide and seek, you hide", Vergil said.

"Sweet, bet you can't find me!" Deadpool ran off to hide within the depths of Tartarus.

Vergil huffed a little, "That was too easy".

Outside Vega is sitting against a tree, rubbing Sweetie Belle's mane as she slept. Sonata Dusk approached him, "Hi there".

Vega looked to her, "You're one of the Dazzlings, was it Aria or something?"

"No that's the purple one, I'm Sonata", she sat next to him a bit shyly, "So...what's your name?"

"I am Vega, the Spanish Ninja, and The most Beautiful Fighter in the World Warrior Tournaments".

"Vega, nice name, sounds very...sophisticated", Sonata said, as if trying to remember the word.

"Thank you, so what brings you here?" Vega asked.

"When a good looking guy says a mare has a nice mane, then she tries her luck with that guy", Sonata said while batting her eyes at Vega.

Vega grinned, "Brave aren't you, don't blame you, many women want a chance with me".

"So...do I have a good chance?" Sonata asked with a hopeful smile. "I mean I'm not too good with, you know, talking to guys about them liking me, I usually only talk to my friends so...yeah."

"You seem nervous," Vega said, then stroked her face. "You don't need to be so shy, I do think you're very beautiful."

Sonata blushed a bit, then blushed even more when then shared a nice kiss together and started getting a bit intense with it. Before Sonata can get further Vega broke away, "Hold on", he called over to Shocker, "Shocker! Mi amigo! Ven Aquí! Come here!"

Shocker, who had been talking with Electro approached Vega, "Yeah what is it Vega?"

"Take Sweetie Belle for me por favor", Vega said and carefully put Sweetie Belle on Shocker's back.

"Thanks amigo, you may go about your business", Vega said.

Shocker nodded and walked back to Electro.

"Now, where were we?" Vega asked. Sonata grinned and started making out with Vega, who more than willingly returned the favor, engaging her in tongue wrestling and rubbing her body.

During this he started kissing her neck, eliciting some moans from her as she rubbed against him, "More, I want more".

Vega placed heron her back and started kissing her neck more and started licking a bit, eliciting some pleasure from Sonata as she wrapped her legs around Vega, "Oh my...oohh, oh yes". The two continued making out intently, Vega starting to feel really into it.

After a few minutes of doing this Vega spoke to her, "Let's go somewhere a little more private".

Sonata beamed a happy smile, "This is so exciting...but I'm a little nervous still".

He helped her up with an assuring smile, "Don't worry, I'll be tender with you." Then the two went a little deeper into the woods for a little extra fun.

Shocker had looked somewhat annoyed from seeing that, "Why doesn't that surprise me? Freaken playboy".

"Such a strange ally you have", Electro stated, having started talking with Shocker earlier.

"No stranger than the ones you have Max", Shocker replied, "You're teaming with some weirdo in a cloak, three colorful ponies that look like oversized toys, a creature that has the body parts of several animals and Carnage…seriously how can you team with Carnage!?"

"Carnage wasn't my choice, that was Discord's, the guy with the multiple animal parts", Electro explained.

"Still, the guy can't be trusted, I wouldn't work with him", Shocker said.

"Goblin and Discord have everything under control, don't worry about Carnage, though I do worry your pretty boy friend is gonna challenge him, I admire his guts but he's not gonna last five minutes against him", Electro said.

"Don't worry about Vega, me and Lightning Dust won't let him do something that stupid", Shocker said.

"Good…so what's the story of that small pony on your back?" Electro asked.

Shocker looked back, "Who Sweetie Belle? She's the little sister of one of our enemies. Vega has been manipulating her for information on Spider-Man, apparently she once had a crush on him, and it turns out a lot of mares in this world do, despite the fact that he's married".

Electro groaned, "What do ladies see in him, he's probably the most annoying human being, or in this case, pony on the face of these worlds".

Shocker shrugged, "Not sure, according to this one he's handsome and charming, maybe the girls here have lower standards, I hear even the Princesses, or at least one of them is in love with him, like the one that sent you to the moon".

Electro gave a smug look, "Is that gonna be a recurring thing for you to mention me getting sent to the moon!? That lady is on my revenge list!"

"Hey if it makes you feel better, Wesker kicked her ass earlier on, and Vergil handled that Sunset Shimmer girl, the one that betrayed Goblin", Shocker said.

"Good, now what's the story with that teal Pegasus that's sitting alone over there?" Electro asked, pointing to Lightning sitting against a tree, very worried.

"That's Lightning Dust, one of the few mares not in love with Spider-Man, because she's afraid of Spider-Man".

Electro raised his eyebrow, "Afraid? But why?"

"A couple of days ago during an invasion Wesker led, Spider-Man lost his mind during that and attacked all of us, he broke my wrists during that, though one of the Capcom people Tron Bonne fixed that up. During that he apparently threatened Lightning Dust and gave a look that indicated he was willing and ready to kill her, he then broke her wings, so now she needs assistance flying that was also made by Tron Bonne, since then she's been afraid of him", Shocker said.

Electro seemed interested, "Wow, it's like Goblin said, Spider-Man is at his most dangerous when he's angry, though he may also be prone to mistakes".

"Yeah, he is, Wesker managed to punch a hole through him, nearly killed him, though he's obviously still alive because we just battled him and his friends earlier on. I think Wesker knew that wouldn't be enough though, he doesn't want to kill Spider-Man, just capture him and make him work for us", Shocker explained.

"Good luck with that", Electro stated.

Not too long later, they heard Sontata moaning and yelling in pleasure.

"Oh yes! Yes! That's the spot Vega! Yes! Faster! FASTER! Oh! Ooooh! Oh Sweet Heavens! Make me yours! Oh, do me hard Vega! Don't hold back! YES!"

Shocker and Electro looked a bit disturbed.

"Good thing Sweetie Belle's not awake, she'll be pretty jealous", Shocker said.

Electro grinned, "Looks like your other friend is curious".

Shocker raised his eyebrow and then saw Lightning approach where the moaning was, "Lightning Dust where the hell are you going!?"

Lightning stopped in her tracks and turned to Shocker, "Nowhere…"

"Dammit Lightning, show a little dignity will ya?"

Lightning huffed, "Fine…"

Electro chuckled, "Surprised that Vega's that willing to do a pony".

"Hey he said he slept with a mare his first night in this world, then he had sex with this one here not too long ago", Shocker said, pointing to Sweetie Belle.

Electro just stared a moment in curiosity, "Wait…WHAT!?"

The next day in Ponyville, Peter and Twilight are sitting on a Picnic Blanket in the park while Rumble and Mayday played blocks nearby.

"It's so sweet how quickly Mayday got used to Rumble, I was worried she might get a little jealous", Twilight admitted.

"Mayday's a level headed filly, gets that from her mommy", Peter said, causing a giggle from Twilight.

"You're too nice Peter, I love you so much", Twilight and Peter both engaged in a loving kiss.

Not too far off, Apple Bloom and Scootaloo were also walking through the park, joined by Future Sweetie Belle.

"I miss this park, we used to have so much fun here", Future Sweetie said.

"Now you can again, with us", Apple Bloom said.

"Yeah, we'll help you have fun again!" Scootaloo said.

Future Sweetie felt so relieved, she never dreamed she could do this again, now here she was, back in a time where she can enjoy herself again with the friends that were long gone.

While going through the park, they noticed the Parker-Sparkle couple sitting on a blanket, watching the two foals play.

"There's Peter, Twilight, Rumble and Mayday, let's go say hi!" Apple Bloom said.

They each approached the family and were greeted.

"Here comes the Cutie Mark Crusaders", Peter said.

That brought back some memories for Future Sweetie, "Wow, it's been so long since anypony's called me that".

"Feels good don't it?" Apple Bloom said.

"Yeah, it does", she started to ponder, "Wonder if I can make myself a new cape? One for my size, I'm sure Rarity wouldn't mind, as long as I don't use any cloth she needs".

"Speaking of Rarity, what was it like sleeping at her home?" Peter asked.

"A nice refreshing memory, even though I'm not so little anymore, the comfort of being near my big sister is still there", Sweetie said.

"It doesn't go away, I still enjoy being near my big brother Shining Armor", Twilight said.

"And Johnny definitely still needs his big sister, maybe now more than ever since he still runs his mouth when he shouldn't", Peter stated.

Twilight grumbled, "That Johnny Storm, he just says the most inappropriate things, it just infuriates me", Twilight said.

"Yeah, I don't think you've scared enough sense into him", Peter joked.

Twilight raised her eyebrow to Peter, "I don't want to scare him, though I will admit he causes me to lose my temper, but I just wish he'd be a little more courteous on how he approaches things".

"Yeah he could use some work on that, but I guess he's no different than Rainbow Dash in that regard", Future Sweetie said.

Twilight shook her head, "I wouldn't compare him to Rainbow Dash, she has a better sense of things than Johnny does".

Peter scoffed, "I don't think so, when Rainbow first challenged me to that 'Hero-Off' thing, I right away pegged her as this world's Johnny Storm, believe me Rainbow Dash can be just as much of a pain as Johnny".

Twilight wasn't too pleased to hear that, "She might be a pain but she's not insensitive like he is, she's a bit more mature than that Peter".

Suddenly Rumble spoke, "She's also a lot scarier than Johnny Storm".

That caught the attention of Twilight, "Scarier? Why do you say that Rumble?"

Rumble's face showed a little discomfort as he spoke, remembering how Rainbow Dash acted not too long ago, "She was really mean to me the other day, when she came over and blamed me for Sweetie Belle getting kidnapped, then my brother got mad at her for that, so the next day he started that Anti-Spider-Mane thing".

Scootaloo looked curious and slightly concerned, "So you're saying its Rainbow Dash's fault that Thunderlane became this Anti-Spider-Mane guy?"

Before Rumble can answer, Rainbow Dash surprisingly arrived on the scene, "What's my fault? What about Thunderlane?" she touched down and glared at Rumble, "Are you saying stuff about me kid?"

Rumble immediately got up and ran to Twilight in fear and hugged her tightly, which Twilight returned, giving him a protective hug.

Peter cleared his throat to get Rainbow's attention, "Rainbow, please don't scare Rumble, he's been through a lot so go easy on the kid".

"Well it sounded like he was blaming me for something and I wanna know what", Rainbow said.

"He wasn't blaming you for anything, he was just recalling something from his point of view", Twilight said.

"Which was what? What did that kid say about me!?" Rainbow asked, starting to get irritated.

"Rainbow Dash! It's no big deal, just let it go", Twilight said.

"Yeah seriously, stop scaring Rumble and go back to doing what you were doing, the foals and Sweetie wanna play, just drop it", Peter said.

Rainbow looked suspicious at Rumble, she definitely didn't trust him, especially considering what he's done and what his brother has done, "Fine, but I'm watching him, and the moment he does anything stupid I'll-"

"Rainbow Dash! Enough!" Twilight said, holding Rumble tighter, "He's just a foal, don't pick any fights with him! Just go find Johnny or something, where is he anyway?"

"He didn't want to come around here, care to guess why Miss 'Don't Scare Others'?" Rainbow asked in a mocking tone.

Twilight glared, "Really funny, at least Johnny's a full grown stallion, Rumble's a young colt, know the difference."

Rainbow started to ascend, "For the record, it doesn't make what you did right, chasing Johnny isn't fun for him, nor do I find it amusing", Rainbow then flew away.

This was awkward for the others to watch. The Crusaders looked towards where Rainbow went and glanced at each other with concern. Mayday went over to Rumble to comfort him, she didn't like seeing him scared.

Peter groaned, "This is becoming more complicated than it needs to be".

"We'll get through it", Twilight said, rubbing Rumble's head.

Rumble was a bit scared, but he felt safe around Twilight.

Future Sweetie looked curious though, "Hey, why was that colt blamed for this world's me getting kidnappened?"

The others looked a bit concerned; she may not like the answer.

"The thing is, he dated this world's you, but that was a cover to see that creep that kidnapped you, so Rumble got blamed for going along with it", Scootaloo said.

"But he didn't mean fer anything to happen, he felt so bad, but he was in a tough spot", Apple Bloom said.

Future Sweetie looked to Rumble, "Is this true?"

Rumble nodded, "I'm really sorry, I didn't know that would happen".

Future Sweetie pitied him, he looked to be genuine in his apology, "It's fine I guess, but why didn't you tell anyone?"

"She said no one would believe me, and if I told anypony, she would tell her friend and he'll be mad, sounds like I avoided quite a beating", Rumble said.

Future Sweetie seemed disappointed in her young self, "Wow I was selfish when I was a filly, doesn't surprise me though, but I guess I'm gonna have to knock some sense into my younger self".

"Twice the Sweetie, twice the Belle", Peter said with a chuckle.

Everyone looked half eyed at Peter as if to say the joke was lame, causing him to smile sheepishly.

Meanwhile Rainbow is flying through Ponyville, in a bit of a bad mood over what happened, she definitely did not trust that colt, but it seems like she'll have to tread lightly now that Peter and Twilight have adopted him.

While in though, she saw an excited Johnny fly over to her, "Yo Rainbow! Big news!"

Rainbow stopped flying a moment, "What is it?"

Johnny approached her with a letter, "It's those Wonderbolts ponies, they're having a show in a few days in Manehattan, weird name, sounds like my home city of Manhattan, anyway they want me to go there, probably to give me my suit and make me one of them, really cool right?"

Rainbow felt disappointed, she wanted this for so long and Johnny gets it like that. But she is his friend so she faked a smile, "That's great, so I take it you're gonna be going there?"

"Yeah, totally, it's gonna be cool, we get to see them in action, if I'm impressed enough I might take them on their offer", Johnny said.

Rainbow raised her eyebrow, "We? You want me to go too?"

Johnny nodded, "Of course, you're the one who introduced me to them." Johnny flew in closer, giving a reassuring smile. "Plus you're my friend, I want you to be there for me, make the moment special."

That lightened Rainbow's mood, "Oh, really? You want me to come?"

"Duh, why wouldn't I want my favorite mare to join me, hell they might ask you as well, that'd make the moment ten times better, to be in that group with my closet pony friend", Johnny admitted.

Rainbow smiled for real this time, this was a nice thing for Johnny to say to her, "Johnny…this means so much to me, thank you".

She then found herself hugging him in mid-air, causing him to feel a bit weird, but he hugged back, he actually liked the affection.

After a few moments, she realized what she was doing and backed away a little, "Hehe, sorry about that".

Johnny shook his head, "It's fine, I didn't mind really".

Rainbow chuckled, "That's cool, though I'm not one to really show this type of affection so…"

Johnny waved it off, "Its fine, I won't start blabbing that you like to hug, but I don't care really, you are my friend after all right? Friends hug don't they?"

"Yeah, they do", Rainbow said with a slight blush, "Well come on, let's tell the others".

Johnny nodded, "Right, let's fly"

The two flew through Ponyville, looking for their friends to tell the news too.

Meanwhile with the villains, Vega is seen sleeping against a tree with Sonata cuddled next to him. Shocker approached him and nudged him, "Rise and shine pretty boy".

Vega stirred and woke up, "Huh? What time is it?"

"Its late morning, you slept in, probably because you were exhausted from last night", Shocker said, somewhat disgusted, "I thought your ribs were broken".

"I never turn down an opportunity with a beautiful female", Vega smugly said.

"Yeah whatever, let's go, Wesker's waiting, we need to go back to The Crystal Empire".

Vega raised his eyebrow, "Really? What for? I thought they had stuff to do in Tartarus, or are they done?"

"They're not, it's gonna be you, me, Lightning Dust, Sweetie Belle and Deadpool", shocker explained.

"Deadpool!? I am NOT going anywhere with that hombre loco!" Vega shouted.

"Wesker's orders, let's go, say good-bye to girlfriend number whatever that one is".

Vega looked down and got Sonata stirring.

"Huh? What?" she saw Vega, "Oh good morning, you gave me the best night of my life, when can I have another?"

"Soon enough, after Wesker takes over I will get you out of this forsaken place and I will make much more love to you every night", Vega assured, much to Sonata's delight and Shocker's disgust.

"Talk about this later! Let's go!" Shocker said, not wanting to hear anymore.

"Bye handsome, please don't forget about me", Sonata said.

"I won't", Vega said and started walking with Shocker.

"What about Sweetie Belle? I thought she was your girl or something?" Shocker asked.

"She is, but some have too much beauty for just one woman to enjoy, it's only fair that many women get a taste of it", Vega said, "But I still care for Sweetie Belle, I'll make things up to her".

"You're such a weirdo, anyway let's hurry", Shocker said.

As they walked, Deadpool approached them, "Sup boys, ready to go? What's the Crystal Empire like anyway? Does it have Crystals?"

The two guys groaned and just kept walking with Deadpool following, "Hey where's that girl you were with? Sonata something, the one from that crappy Rainbow Rocks movie, I hear she likes tacos, we could be instant BFFs, not as much as me and Pinkie but close enough".

"I swear that guy's becoming a danger to my sanity", Shocker said.

"Same here, and it's a loose enough thread as it is", Vega added. They kept walking while Deadpool kept yapping.

Back in Canterlot, Celestia is talking with Hawkeye about this situation.

"I really appreciate you helping us during this time, this is a troubling situation, with this Albert Wesker pony and his allies running loose, plus those controlled heroes, I worry for my Kingdom", Celestia said.

"No problem, I'm always ready to help, my job as an Avenger", Hawkeye said.

"Avenger, I believe that's what those other heroes were referred to as, are you a member of their group?" Celestia asked.

"Yeah, them, myself, the bee striped lady that was here with me yesterday, her name's Wasp, plus several others, we're Earth's Mightiest Heroes, but those four are the key Avengers, the core of our group, the inspiration for the Avengers Initiative, plus good friends of mine", Hawkeye explained.

"Do not worry, we take friendship very seriously in this world, we'll get your friends back in one piece", Celestia assured.

Hawkeye nodded, "Sounds good to me, once your army is ready I'll help lead an assault, hopefully the Captain of the Guard should be healed".

"Shining Armor will hopefully be fine, best not to attack right away, they might expect that, besides they took quite some damage, they won't strike anytime soon", Celestia said.

"Yeah, should give your ponies and my allies some time to recover as well, until then, you have a place so I can practice my archery? I still need to get used to my new form", Hawkeye said.

Celestia nodded, "Sure thing, there's a place for Archery nearby, follow me".

Hawkeye followed Celestia, then another thing popped into her mind, "What should we do about those Capcom rogues? They really did damage to Spider-Man".

"Don't worry, I've sent a pony to go tail them, she should be capable of handling things", Celestia reassured.

Meanwhile we see Thunderlane and the Capcom Heroes walking down a road, and not too far away Felicia was watching.

"Here I come handsome", she then pursued the group, while they're unaware that they're being followed.

Later on Peter was walking and talking with Johnny about The Wonderbolts Invitation.

"This is so cool Pete, one week in this world and I'm already gonna be chilling with the big dogs", Johnny said.

"That's great for you Johnny, but how does Rainbow Dash feel? She did want this", Peter said.

"Yeah, I know, she'll get in though, she's got what it takes, she's awesome", Johnny said.

"Yeah she is, but it seems like a kick in the teeth, I mean she's been training all her life for this to have it only within her reach, and you just get it handed to you because of who you are. Spitifre once did that with me and I turned her down for Rainbow's sake", Peter said.

Johnny raised his eyebrow, "So you want me to turn this down?"

"I didn't say that Johnny, I'm just saying that it seems so…unfair, like they care more about Public image," Peter said.

"Hey I'm a superhero, it makes things more exciting. Besides I invited Rainbow Dash, so she's not left out", Johnny assured.

"That's nice, but like I said, be careful, she may not look it but she's a pretty sensitive mare sometimes, and a bit insecure", Peter said.

"Rainbow Dash? Insecure? She's the coolest chick I know, lot's of confidence, that doesn't say insecurity", Johnny said.

"She is Johnny, believe me, I've known her the last five years, she's very sensitive, be careful bro", Peter said.

Johnny nodded, "I got this, I'd never do anything to hurt Rainbow Dash, she's freaken cool", Johnny said.

Peter raised his eyebrow, "You're very complimentary of Rainbow Dash, every time I mention her it seems like you always have something good to say about her…do you like her or do you just feel guilty?"

Johnny gave a smug look, "I just have a lot of respect for her, she WAS one of the first ponies to make me feel welcome here, hell at first she was the only pony, she let me stay at her place, she's pretty special to me I should say".

Peter grinned mischievously, "Special huh? How special?"

"Dude, no", Johnny said with a stern look.

Peter chuckled, "Hey don't feel awkward about it, take it from me, I remember how odd I felt when I first dated Twilight, especially since she was a pony and I was born a human, but over time you get used to it, I mean Remy seems ok with dating Applejack, actually he already did".

Johnny chuckled, "Wow, fast worker".

"Yeah, but seriously, if you like Rainbow Dash, then go for it", Peter said.

Johnny sighed, "Let's see what happens".

"Hey you'll be alone so you got this", Peter said.

"Um, actually Pete, I was hoping you and Twilight could come, it's a big moment and I'd love it if you came, and since you're so inseparable from Twilight I figured take her too, as long as she doesn't start chasing me", Johnny said.

Peter looked unsure, "I appreciate the offer but are you sure?"

"I already asked Bobby to come, besides Rarity wants to go visit a friend in Manehattan, and maybe she can customize my suit, so I'd like both of my best friends to come, so it'll be you, me, Bobby, Twilight, Rainbow Dash, Rarity and Sweetie Belle", Johnny explained.

"Sweetie Belle? She wants to come too?" Peter asked.

"Yeah, mainly to see Manehattan before it went to hell", Johnny explained.

"Ah, right, ok I could go, I'll talk to Twilight", Peter said.

"You can bring Rumble and Mayday if you'd like", Johnny offered.

Peter shook his head, "No they'll probably be bored, they're better off staying here".

"How are things with Rumble? Things going good?" Johnny asked.

"Yeah, me and Twilight like having him around so far, Mayday's taken kindly to him, I just wish that Rainbow Dash would lighten up about him", Peter said.

Johnny's face went serious, "She giving him trouble again?"

"Yeah, I get that she's concerned for Sweetie Belle, the modern one, plus the nonsense with Thunderlane, but to take it out on Rumble isn't fair to him. He's a very sensitive colt who already blames himself for what happened to Sweetie Belle, he doesn't need more", Peter said.

"Don't worry, I'll straighten her out", Johnny said.

"Thanks", Peter said and noticed Applejack coming, "Here comes Applejack".

Applejack arrived, "Howdy Pete, Johnny", she turned to Johnny, "May ah have a moment alone with Peter? Gotta talk to him about something important".

Johnny nodded, "Sure thing, see ya", Johnny flew back to Rainbow Dash while Peter turned to Applejack.

"What do you need AJ?"

Applejack removed her hat, "To apologize…I'm sorry for how unfriendly I was to ya a couple days ago, I've been meaning to talk to yah but between my emotions and the invasion yesterday I didn't wanna bug ya, but ah gotta tell you now. So I'm sorry for telling you that you ain't Apple Bloom's older brother, because you treat her like a little sister and ah appreciate that, I'm just a little overprotective of her".

"Yeah I get that", Peter assured, "It's no trouble, I forgive you Applejack".

Applejack felt relieved, "Thanks, sometimes ah forget how good a friend you are, sometimes I wonder if we even deserve you".

"Weird, sometimes I feel like I don't deserve you, you're all so nice and I make so many mistakes", Peter said.

"Don't start with that Peter, you're perfect in mah eyes", Applejack said and nuzzled him a bit.

"Thanks AJ, you're a great mare, and a caring older sister, so I don't blame you, but please go easy on Rumble, he's a bit sensitive", Peter said.

Applejack nodded, "Sure thing, I'll get him a nice piece of pie to say sorry, he's a sweet boy really, and ah can't fault him for Sweetie Belle, we all make mistakes and he's still learning".

Peter gave Applejack a nice hug, "You're the best".

"Yeah, you too Pete, we all love yah", Applejack said.

Peter and Applejack hugged a bit more before they each left for home.

Three days passed and it was time for Johnny to go to Manehattan with the others.

Twilight left a list for Logan, Spike and Trixie, "Here's the list for everything three to take care of the little ones, if you need extra assistance you can go find Aunt May or get Flitter and Cloudchaser".

"Got it, don't worry Twilight", Spike said.

"I'm only gonna be gone one night, I should be back tomorrow afternoon the latest, please take good care of my little darlings", Twilight urged.

"You already consider Rumble your little darling?" Spike asked.

"Yes, I've legally adopted him after all so as such I treat him like my own, I mean he can take care of himself for the most part since he's a bit older but he's still a bit insecure and could use your guidance, think you can handle that?" Twilight asked.

"Sure thing Twilight, I can relate to guys like Rumble, we can be total bros", Spike said.

"I've already grown fond of him, he's very well behaved, unlike those three terrorists you call The Cutie Mark Crusaders", Trixie said.

"I'll leave Rumble to them, quite frankly the whole shy kid thing can be just as annoying as a loud kid, I prefer a medium ground, like Mayday", Logan said.

"Thanks you three", she went to Rumble and Mayday along with Peter.

"I'll see you both tomorrow, I love you two", Twilight said and kissed them both on the head.

"Same here, bye little May", Peter said and kissed her head, then turned to Rumble, "Take care of your little sister kiddo".

Rumble nodded, "Will do Peter".

Peter ruffled Rumble's head and went back to Twilight as they headed for the train station.

Future Sweetie looked excited, "This is great! I can finally spend time with friends without lives being at stake!"

Bobby approached her, "Uh, Sweetie, keep in mind that there's villains out there so lives could be at stake".

Future Sweetie groaned, "Damn, oh well, hopefully it doesn't happen, at least right away, but I always keep my battle suit packed and ready to go".

"Sweet, I should get one, Peter and Johnny have there's", Iceman said.

"Ask Rarity if she can make you one, I'm sure she won't mind, then you can ask Twilight to charm it so it works with your powers, you have ice right?" Future Sweetie asked.

"Yeah, I do, I would hate to bug her though, she's already letting me stay at her place", Bobby said.

Rarity had approached him, "That's nonsense dear". That startled Bobby a bit, to which Rarity apologized, "Sorry, should have given you a warning, but I can make one ASAP, it's no trouble".

Bobby smiled at her, "Thanks, you're a cool chick Rarity, and I should know", he showed off his ice to prove his point.

Rarity giggled, "I like you Bobby, you're charming and funny, just like Peter, except a little more brash, like Johnny, but somewhere in the middle".

Bobby grinned at that, "Well I like you too Rarity, you're proof that you can be really attractive and not be a priss".

Rarity blushed, "You think I'm attractive?"

Now Bobby blushes, "Oh um…did I say that out loud? Uh…I mean that in a respectful way, I mean there's nothing wrong with being attractive right?" Bobby looked a little nervous, though Rarity laughed it off.

"It's fine dear, I appreciate the compliment, you're very handsome yourself".

Bobby felt relieved, "Thank God, most girls would think I was weird if I said that…you don't think I'm weird right?"

Rarity shook her head, "No, just a little awkward, but it's not bad", she then put on flirty eyes, "Though if you think I'm so pretty, how about asking me out then? Manehattan has a lot of nice restaurants".

"Oh, wow, I'd like to…but I don't have cash, I don't know the currency of this world", Bobby said.

"Oh right", Rarity thought a moment, "Wait, we are going to a Wonderbolt's show, you can simply be my escort, just treat me like a lady".

"Um, I'll try", Bobby said, a little nervous.

Rarity nuzzled him, "That's all I ask".

Peter is watching this from nearby and turned to Twilight, "So far my friends seem to be picking up your friends, just the other day it's Remy and Applejack, now it's Rarity and Bobby, and I'm fairly certain that Johnny likes Rainbow Dash, all we need is for Fluttershy and Logan to make a move for each other and get Pinkie someone nice".

"Fluttershy and Logan? I think Logan's gonna end up with Trixie, they both seem pretty close", Twilight said.

Peter scoffed, "Trixie? They're just friends, it's definitely gonna be Fluttershy".

Twilight grinned, "Wanna make a wager?"

Peter's eyes went wide, "No way, last time we made a wager I lost because of my Parker Luck, I don't want to push it!"

"If you agree to this, I'll do anything you want in our hotel room", she leaned in closer, "Anything…" she emphasized.

Peter blushed madly, "Ok fine, but you have to keep your word on that hotel thing".

"Will do, come on, we'll discuss the wages on the train", Twilight said.

Peter nodded and followed Twilight and the others as everypony waved good-bye.

Back in The Crystal Empire, Vega is checking a mirror; make sure his face is still flawless. All his bruises have gone away, but the sting of defeat still remained on him, he hated Peter for what he's done and vows revenge.

He then heard what sounded like Lightning Dust getting angry about something, he decided to go check it out and saw Lightning with tears in her eyes stomp on a newspaper, "Stupid newspaper! Who cares what's happening in Manehattan!"

Vega approached her a bit concerned, "Lightning Dust! What's wrong? Why are you angry!?"

Lightning wiped some tears from her eyes and turned to Vega, "This stupid thing!" she shoved the newspaper in his face.

"The Wonderbolts? The team that you got banned from or something?" Vega asked.

"It wasn't my fault! It was those freaken Elements of Harmony!" Lightning shouted and started feeling more teary, "Stupid Wonderbotls! Stupid Elements! Stupid Spider-Mane!"

Vega pulled her into a hug to calm her down, "Relax Lightning, I'm here for you".

Lightning sniffled a bit, "It's not fair Vega, I work so hard just to lose everything? What does that teach in life? That I'm destined to fail no matter how hard I try?"

Vega pulled away and looked into her eyes a moment before locking her in a kiss, which she fell into, his charm once again working wonders.

Vega broke away, "You're still a beautiful mare"

Lightning blushed, "Thanks, means a lot".

Vega nodded and looked to the paper "What's so great about this group anyway? Just a bunch of useless acrobats".

Something caught his eye, "Special guests Princess Twilight Sparkle, Spider-Mane and The Equine Torch?"

Lightning looked away angrily, "Sure, invite the local celebrities".

Vega grinned evilly, "I have a new plan, come on".

He led her around the castle and they found Deadpool practicing his sword skills, "Mercenary, we have a task for you".

Deadpool sighed in relief, "Thank God, I was getting borted, and I'm sure my fans wanna see me kick some ass!"

Lightning turned to Vega, "What is he talking about!?"

"Not sure, sometimes he acts like he's in a comic book, or a video game, or even a movie", Vega said.

"Speaking of which", Deadpool turned to the audience, "Go watch my new movie Deadpool, starring Ryan Reynolds, because he realized playing The Green Lantern is a waste after all. I promise my movie won't suck, as long as Fox doesn't screw it up like they did with that cheesey Fantastic Four movie, or Fant4stic as the fans call it, stupid name really, and where the fuck are Thing's pants? And why does Mr. Fantastic look like such a dork!? I know he's a nerd but still".

Vega looked concerned, "Um Deadpool…?"

"Man it's great time to be a comic book movie fan though, between the upcoming Superman vs. Batman movie, which for whatever reason also stars Wonder Woman, and features Aquaman and Cyborg, weird. Also that Gambit movie, how does he get his own movie anyway? Then that new X-Men movie based on that Apocalypse dude, ok I guess, I used to like the X-Men, until they turned me into Baraka!" Deadpool grumbled, "Stupid Baraka-Pool thing idea, I swear, worst idea ever! Were they hoping for a Mortal Kombat crossover? Hey how about this, Spiders & Magic: The Mortal Kombat Edition, imagine the fatalities, or since it has My Little Pony, The Friendships".

Vega and Lightning were lost now, what was he babbling about?"

"There's also that Captain America movie, which also stars Iron Man…and Black Panther, and Ant Man, and Hawekeye, and Scarlet Witch, and Spider-Man, which is to set up that new Spider-Man movie coming out a year later, same year as that My Little Pony movie", he then had a gasp, "A Spider-Man movie and a My Little Pony movie coming out in the same year!? Talk about fate".

Vega groaned, "Deadpool! What the hell are you babbling about; just go get ready for a fight!"

"Hey don't be jealous just because both Street Fighter movies sucked, and the guy that played you was a member of The Black eyed Peas who looked nothing like you", Deadpool said.

Vega was close to losing it, "GO!"

Deadpool simply trotted off with a smile on his face, Vega looked exhausted, "Now I know why he's the Merc with a Mouth!"

"Anyway so we're going to Manehattan or something?" Lightning asked.

"No, Deadpool is going there, we're going to Ponyville", Vega said.

"Huh? What for?" Lightning asked.

"While Spider-Man's away, we're gonna go to Ponyville and make his friends suffer! The best way to get to Spider-Man is through the ones he loves, that will weaken his will and he will lose to us", Vega said.

"Maybe I can get a little revenge for what he did to me as well", Lightning said.

Vega nodded, "Sounds good, now let's get ready, we will attack tomorrow". He then grabbed her and pulled her into another kiss. "But tonight, I will make you feel beautiful."

Lightning Dust blushed a bit, "I look forward to it."

The two resumed their kiss, preparing for their nightly 'activity', before setting their plans for the next day,

Back on Earth, Leon and his Capcom team are seen outside of Doom's HQ.

"There it is everyone, that's where Doom is", he turned to them, "That, is our mission, we cannot fail". The others nodded, ready for a fight, Leon looked to the place, "Let's go team!"

They all went inside, ready for battle.

Deadpool shows up, "Tune in next time, that's when I get to fight! I'm gonna be slashing swords, shooting guns, kicking Spider-Man's ass and God willing, banging Pinkie Pie, Boom Baby!"

Author's Note

Pretty random stuff, especially with Deadpool, see you next chapter, a few fight scenes shall happen, plus more romance.

Threats in Many Cities

The Wonderbolts show was a success, they performed all their stunts flawlessly as usual, to be expected from Equestria's premiere Flight Team.

Johnny sat up front with Twilight and Peter as the guests of honor. Rainbow sat further back with Rarity, Bobby, Future Sweetie and a friend of Rarity's, fellow Fashionista Coco Pommel.

Rainbow enjoyed the show, but she would really love to be in the VIP section with Twilight, Peter and Johnny, but she's grateful that Johnny even got her a seat there.

After the show ended, The Wonderbolts met up with the VIP ponies. Spitfire handled the talking at this point while Soarin and Fleetfoot waited in the background.

"Hello Johnny, Twilight", her voice then sounded more affectionate, "Peter..."

Peter chuckled nervously, "Hey there Spitfire".

Spitfire looked to Johnny, "So what did you think of our show? You considering joining our ranks?"

Johnny thought a moment, "It's tempting, what benefits are there?"

"Tons, great pay, big exposure, cool suits." Spitfire said.

Johnny thought a moment before responding, "Sounds pretty cool, I guess I could join, can I customize my suit?"

"Sure, why not?" Spitifre said.

"You never let me customize my suit", Soarin complained.

Spitfire shushed him, "Quiet Soarin", she turned back to Johnny, "We'll talk more tomorrow, go get some rest", she turned to Peter, "My offer to you is still there Peter", she gave a playful wink and walked off with Fleetfoot following.

Soarin shot a dirty glare at Peter and Johnny, "Some ponies have to work for this, I still don't get how you two were just given this, it's not fair to others," he turned to Rainbow Dash, "I'm still pulling for you Dash, a bit more than them though," he then walked off as well.

Peter sighed, "Great, another Thunderlane situation."

Twilight approached Peter, "What offer was she talking about?"

Future Sweetie approached him, "I'd like to know as well."

Peter sweated a bit, "She's just talking about the offer she gave me about joining the Wonderbolts."

"Then why was she acting so sweet around you?" Twilight asked, glaring intently, as was future Sweetie.

"Lots of mares flirt with me, nothing new", this caused the mares to glare harder, "What I can't help it if mares like me", more glares, "What do you want from me!" Peter freaked and ran out the window and swung away.

Bobby chuckled, "Wow, think you overdid it a little?"

Twilight giggled a bit, "Maybe, I know mares like him so it can't be helped, he's a faithful husband at least".

Bobby turned to Future Sweetie, "Why were you freaking him out though?"

"I'm righting a wrong, long story, I just want to make sure that Peter and Twilight maintain a happy marriage", Future Sweetie said.

"Luckily Peter's not the type to cheat or fool around", Bobby said, making Sweetie feel a bit awkward.

"Yeah, sure, he'd never do that", she chuckled nervously.

Johnny looked a bit confused but realized that Bobby doesn't know about Future Sweetie's affair with Peter, he's not gonna blab that though, that's something that definitely should stay a secret until it's ready to come out.

"Yeah you have nothing to worry about Twilight, Peter loves you, I've never seen a more lovey dovey couple than you two", Johnny admitted.

"Yeah, you two seem perfect for each other, and Peter has shown that dating a pony isn't so weird", Bobby said and then turned to Rarity, "I had a nice time with you by the way, if I had bits I'd take you somewhere nicer."

"That's fine dear, I enjoyed your company regardless. You were a real gentlecolt tonight", Rarity said.

Her friend Coco nodded, "Yeah, you seem so nice, Miss Rarity has picked out a good one."

"Say Rarity, what about Thunderlane? Weren't you into him?" Rainbow asked.

Rarity shook her head, "I was, but after all those things he said about Peter and the fact that he abandoned his little brother, I don't think I want someone like that as my coltfriend," Rarity said with a little disdain in her voice.

"Oh snap, well good on you Rarity, you can definitely do better. Now let's go to the buffet, it's chow time", Johnny said.

The ponies agreed and made their way downstairs, though Johnny looked around, "Wait we gotta get Peter".

"I'll do it", Twilight said.

Johnny nodded, "Sure thing, see you downst-"

"Wait, before you go, can I ask something?" Twilight asked.

Johnny raised his eyebrow, "Ok", he normally didn't like being alone with Twilight considering how scary she can be, but she looked concerned about something, "What is it?"

"Did you mean what you said? That Peter would never cheat on me?" Twilight asked.

Johnny looked confused but nodded, "Yeah, he loves you, you're both perfect for each other, even if you do scare me sometimes, why do you ask? Surely it's not that Sweetie Belle thing still."

Twilight shook her head, "No reason, though I have to be honest, I do get a bit jealous when another mare shows affection for Peter, and it's not because of the whole Sweetie Belle incident, I've already forgiven them both for that, but I guess deep down I get so worried. He's such a handsome stallion and there are times I don't know if I'm pretty enough for him".

Johnny shook his head, "Stop worrying Twilight, I don't think he'll ever cheat on you or ditch you for someone else. You're a fine looking mare anyway, not that he cares much about looks, he just wants a good pony to love."

Twilight smiled at Johnny's kind words. "Thanks Johnny, that makes me feel a little relieved."

"Truth be told Twilight, the only competition you would have is Gwen Stacy, and she's dead", Johnny said.

"You really think that's my only competition?" Twilight asked.

Johnny nodded, "The way I see it, the only way Peter would cheat on you is if Gwen Stacy came back somehow, and that's not very likely to happen".

Twilight nodded, "Thanks, it's nice to see this side of you, the more caring side".

"Twilight I always care about you, you're my best friend's wife, even when you get mad I still appreciate what you've done for Peter", Johnny said, "I always believed that Peter was the luckiest guy, I mean he's as smart as my brother-in-law, maybe smarter, he's a gifted chemist, he's got a family that cares about him, he's always had good friends, good real friends. Most of my friends just like me for my money or fame, when someone likes Peter, they like him for him, it's a small list but quality over quantity".

Twilight gave a heartfelt smile, "That's so sweet of you".

"Just don't go around telling others, I got a reputation to keep", Johnny said.

Twilight giggled, "Just like Rainbow Dash", Twilight then hugged him, "Just know that even when I get angry and chase you, I'll still care about you after that anger fades".

"Good, because I can't guarantee that I'll never annoy you again, but do you really have to chase me? You're really frightening", Johnny said.

Twilight giggled as she let go, then did an evil smile, "That's the idea, see you later Johnny", she walked off while still glaring sinisterly at him, causing him to freak out.

"That has to be the scariest girl I've met, and she's suppose to be the Princess of Friendship", Johnny said and walked off as well.

Meanwhile back in the Marvel world, Leon had led his assault against Dr. Doom, but his team wasn't doing to well.

Felicia rushed in and clawed at Doom but he blocked the attacks and punched her back and did a blast to her against a wall.

Frank West attacked Doom with his baseball bat but Doom back handed Frank back towards some machines.

Viewtiful Joe ran in and did a few quick punches to Doom's gut, though Doom countered with a Hard Kick, knocking Joe across the room.

Amaterasu attacked with her whips but Doom put up a Molecular shield and sent a blast to her face and knocked her into the air, following the attack up with a Spear Flame.

Mega Man blasted Doom a few times with his Mega Buster and then tossed some razors at him, knocking Doom back a bit. Mega Man rushed in and slashed at Doom with a flame sword but Doom eventually countered and hit Mega Man with his Photon Array.

Leon and Lady both opened fire on Doom, but their guns barely phased Doom.

"This guy's too strong", Leon said.

"There's gotta be a way, everyone has a weakness!" Lady said.

Doom blasted them both back and then approached them and lifted them by their shirts, "A mere mortal has a weakness, but I am no mere mortal, I have no weakness!"

"Bullshit, everyone has a weakness! You, Wesker, everyone!" Leon shouted.

Doom tossed both aside and readied another attack, "You'll pay for this little invasion, you are all beneath Doom!"

Suddenly a Voomerang hit Doom on the head, courtesy of Viewtiful Joe.

"Bull's eye!" Joe shouted.

"Impudent fool!" Doom shouted and blasted Joe.

Leon rushed in and tackled Doom down and attacked his head with the helm of his gun, but Doom punched Leon back.

As Doom stood up, Felicia did a roll attack to knock doom back a little, then Mega Man had gotten up and hit Doom with a Sticky Bomb, which exploded and sent Doom flying.

Leon then tossed a grenade quickly, it landing right near Doom, the explosion knocking Doom across the room. The others heroes stood up and stood near Leon.

"We won't stop til you lose Doom, no matter how long it takes!" Leon said.

Doom stood, still some fight left in him, "Foolish really", he turned to the back, "Come out!"

At that moment, Strider Hiryu stepped in, much to the surprise of the Capcom Heroes.

"Strider Hiryu?" Leon said.

Strider then rushed in and attacked each hero one by one, knocking them out with the helm of his sword. Leon and Lady managed to evade away from Strider but were grabbed by Doom again, "You both failed." He turned to Strider, "You seem ready, I can send you to Wesker now".

Strider nodded and went to the teleportation machine.

"Maybe I can try these devices on these heroes, at least that Robot child, he's got potential. That photographer, wannabe hero and cat girl are useless", Doom said and tossed Leon and Lady aside.

Doom set the machine and fixed the coordinates to Wesker's location, "Enter Strider".

Strider nodded and walked into the machine, Doom then sent him off, "Hopefully now they won't screw things up".

Before Doom can turn off the machine, Lady had jumped on Doom to attack him but he elbowed her off and grabbed her, but Leon rushed in and attacked with a punch, which Doom dodged and kneed Leon.

Doom then blasted them both toward the machine and accidentally activated it, causing both Leon and Lady to be teleported to a random part of Equestria.

"No!" he went to stop the machine but it was too late, "Damn...doesn't matter, they went there unprepared, they won't last. I doubt they'll make too much of a difference", he turned back to the heroes, "Now for all of you".

Mega Man was the first to get up and aimed his Mega Buster, "You won't defeat us!"

The two clashed again, causing a major battle to commence between them.

Meanwhile Strider had arrived in Equestria, he had taken the form of a Pegasus Pony with a sky blue coat, dark brown mane and the red scarf around his face and his sword at his waist.

He had arrived in Tartarus just as Wesker was about to inject monster Vergil caught with a virus he made.

"I don't think that's a good idea Albert", Goblin said.

"Don't call me Albert", Wesker warned and injected the monster with the virus. The monster started to mutate before Wesker's eyes, becoming bigger, its veins popping out, the monster became ore ferocious.

The monster looked strong but unfortunately for Wesker, it went to attack him, causing Wesker to jump back.

"I am your master! Obey me!" Wesker demanded.

The monster went to attack again, causing Wesker to roll out the way again, "How dare you!"

The monster went to attack again but it was suddenly killed when Vergil rushed in with his sword and slashed it to death, killing the creature after impaling its heart.

"Told you so", Goblin said, much to Wesker's irritation.

"Don't you have some planning to do for your feeble revenge scheme!?" Wesker asked as he went back to his chemistry table.

"This is far more entertaining", Goblin said as Wesker continued to work on the viruses.

Vergil approached him with some concern, "I don't think these monsters can be controlled with a virus, they're barely capable of being controlled as is".

"We'll figure something out Vergil, I am not gonna abandon this idea yet", Wesker said.

"Are you even good at this type of stuff? I know you worked at Umbrella but did you even make these viruses?" Goblin asked.

"He has a point Wesker, wasn't it your friend William Birkin that mostly handled this stuff?" Vergil asked.

Wesker glared, "First off he has no point, second I have made my fair share of viruses, I've done my research".

"Sometimes they're unstable, like the virus that gave you life again after that Tyrant stabbed you," Vergil said.

Wesker glared, "Go back to doing what you were doing, remember you're the one that needs control, and not BE controlled".

Vergil looked a bit taken back from that, Wesker taking a shot at the time that he was under control of Mundus, the demon that killed his mother. Vergil decided to leave Wesker be and went back to grabbing the monsters.

Goblin chuckled, "Not a good way to treat your ally."

"Like you're good with allies, I know about Sunset Shimmer, I've learned about King Sombra, not to mention you haven't been the best father to your son", Wesker said.

"Takes one to know one", Goblin said with a sinister smile, causing Wesker to glare.

"Watch it Osborn, or I'll save Spider-Man a lot of trouble", Wesker warned, then noticed Strider nearby, "Ah, Strider Hiryu, glad you can make it".

Strider nodded, "I am here to serve you Wesker".

"Good, I have some plans for you, but for now just wait and practice your skills, get used to your pony form, seems as though you've taken the form of a Pegasus, you should practice your flying."

Strider looked behind him to see his wings, "Curious", he flapped a bit, "I shall become accustomed to these".

"Good, now I have some business to get back to", Wesker said and continued his virus work.

In Manehattan, later in the night, Johnny is checking his face in a mirror. "Gonna look so good tomorrow when I get into that group, maybe I can climb the ranks and knock that hater Soarin off his pedestal, that'll teach him."

As he checked, he heard a knock, "Johnny?"

He recognized Rainbow's voice, "Come in Dash".

Rainbow came in, "Hey Johnny".

Johnny waved, "Need something?"

Rainbow shook her head, "No, just here to see you and wish you luck tomorrow", he did a nervous chuckle.

Johnny realized she's being weird, he was gonna get to the bottom of it, "Dash, is there something on your mind?"

Rainbow shook her head, "No, what makes you say that?"

"Ever since I had a chance to be in The Wonderbolts, you've acted a bit weird…are you jealous?"

Rainbow's eyes bulged and shook her head feverishly, "I'm not jealous! I'm just…excited?"

Johnny gave a deadpanned stare. Johnny might act like an idiot sometimes but he certainly wasn't one, at least not when it was important, "Excited? That your answer?"

Rainbow kept her false smile, hoping Johnny would buy it, but he kept his stare as if to say, 'tell me what's going on'.

Rainbow eventually dropped the act, "Ok, maybe I'm a little jealous".

"Why didn't you just tell me?" Johnny asked, "You could have said something, I would have understood."

"I know but…I was worried it would make you feel guilty over this, this is so cool for you and I just wanted to be happy for you", Rainbow said.

Johnny approached her with a sympathetic face, "Listen, I know you wanted this, and thinking about it, maybe that druggie has a point".

Rainbow raised her eyebrow, "Druggie?"

"That Soarin dude, he sounds like he's high from the way he talks".

Rainbow chuckled, "You think he sounds high, just wait til you meet Fluttershy's friend Tree Hugger".

"Sounds fun", Johnny said with a chuckle, then got serious, "But maybe he has a point, I mean for me to be given this while you worked hard and never got it, it just proves a point. Also I won't add fuel to that crap Thunderlane spews out".

Rainbow looked confused, "So what are you saying though?"

Johnny sighed, "I'm not accepting this, I can't".

Rainbow looked surprised, "But…its The Wonderbolts, I know I'm a bit jealous but I still want you to take it, I am still happy for you".

"But I'm not, you deserve it more, if there's one thing I've learned from Peter is that you have to put others before yourself, at least your friends, and you're my best friend in this world Rainbow. Your friendship is more important to me than this thing with The Wonderbolts", Johnny admitted.

Rainbow felt a tear come to her eyes. She did her best not to let it come out, she won't allow that, "Wow Johnny, that was really nice of you to say".

Johnny rubbed his head, "Just a bit of Peter's influence, I swear I hate him for that".

Rainbow smiled, "Well I think it's nice, you're a great Pony Johnny, I just wish others could see that…you're the coolest guy I know".

Johnny chuckled, "Well I think you're the coolest mare, I'd say you're 20% cooler than others".

Rainbow chuckled at that, then looked affectionately at Johnny, "I like you a lot", she then pulled him into a hug, causing a blush from him.

He immediately returned the hug, "I like you a lot too".

Rainbow pulled back a little and looked into Johnny's eyes, "How Ironic, it was in this city that Twilight made her move on Peter."

Johnny raised his eyebrow, "How that that Ironic?"

Rainbow answered that by pulling Johnny into a strong but loving kiss, much to his surprise. He's used to girls wanting to kiss him, but he's never been kissed by a mare. He didn't hate it though, he enjoyed Rainbow's affection, and this felt different than the other girls. This kiss was something special.

Rainbow Dash pulled away with a blush, "Sorry about that, I got a little carried away".

Johnny had an unsure look on his face. "Yeah…maybe you should be sorry..."

Rainbow felt terrible but had her chin lifted up by Johnny, "Because going for the kiss is my job", he then pulled Rainbow into another kiss, causing her to feel bliss. Johnny never thought he'd kiss a mare, now he almost feels guilty for knocking Peter for this at first. Actually no it was still funny, he'd do it again.

After breaking the kiss, both were blushing and smiling.

"You're an awesome kisser," Rainbow Dash said.

"So are you, better than most girls", Johnny said.

The two kissed some more, even going to the bed and making out on it. It got a little intense, both of them feeling each other very intimately.

"So…are we gonna do 'it'?" Rainbow Dash asked.

Johnny shook his head, "Not yet, normally I like going for that, but you're special, so I don't want to rush things", he sighed, "I can't believe I'm saying that but I want to take things a little slow."

Rainbow Dash nodded, "Yeah, same here, but we can still make out".

"Oh hell yeah", Johnny said and resumed his kissing, both feeling at peace.

The next morning, Ponyville is up and running, Ponies getting out and enjoying the nice day. But off in the distance, the team of Vega, Shocker, Lightning Dust and Sweetie Belle approached the village.

"There it is Sweetie Belle, your home, where all your friends are", Vega said.

Sweetie Belle looked excited, "Oh boy! I can finally be with my friends", she turned to Vega, "Thanks Vega, I knew you weren't so bad!"

She rushed into town while Vega grinned, "Not so bad huh? We're gonna have to fix that".

"What's the plan?" Shocker asked.

Vega grinned evilly, "Brutality".

Shocker seemed to like the idea, though Lightning had some qualms about it.

In Manehatten, the group made their way to find The Wonderbolts, Johnny and Rainbow Dash staying really close together, both with blushes, causing some murmurs among the group.

"They're awfully close together", Coco said.

"Yeah, you'd think they're an item", Bobby said.

"Perhaps they are, Rainbow did say she was gonna find Johnny, and this is the city where Peter and Twilight first became a couple", Rarity said.

"Actually Rarity I just kissed Peter, we didn't officially become a couple until after Peter's race with Spitfire", Twilight corrected.

"That's right, greatest moment of my life", Peter said.

"Aw, that's so romantic", Future Sweetie said.

Johnny looked behind them, "Anything else you bunch of nimrods wanna say about us?"

Rainbow Dash also looked behind, "Yeah seriously, we can hear you, quit being morons!"

That upset the group a bit, though Johnny and Rainbow themselves were just as irritated. Soon they met up with the Wonderbolts in a building.

"So Johnny, you have an answer?" Spitfire asked.

"Yeah, I do, hard choice but it's the right one", Johnny said.

"What's so hard about saying yes?" Spitfire asked with a confident smile.

Johnny shook his head, "I'm not saying 'yes'…I'm turning down your offer".

That caused a surprise from everypony in the room, except Rainbow since she knew, and Peter since he had a feeling Johnny wouldn't go through with it.

"You're what?" Spitfire asked, not believing what she heard.

"I can't, I appreciate the offer but I can't accept, it doesn't seem right for me to just take this while others worked for it", Johnny said.

Bobby burst out laughing a little, "Who are you and what have you done with Johnny Storm?"

"Shut up Bobby, I'm being serious!" Johnny shouted at Bobby, silencing his laugh as Johnny turned back to Spitfire, "I'm sorry to turn this down but I had to".

Spitfire looked like she was in deep thought about this, "So…you don't want to because it doesn't feel right?" Johnny nodded. Spitfire seemed unhappy at this but put on a smile, "I can understand that, Peter told me this answer as well, and I gotta say, I can respect that".

Johnny looked surprised, "Wow really? You're not mad?"

"I'm a bit disappointed but I can't blame you, getting into The Wonderbolts is hard and it can be a bitter pill to swallow when those who work hard see others get a free pass. But it's no problem for me, I like your integrity, it's a shame you don't want in but-"

"Whoa, pump the brakes there, I never said I didn't want to join, I said I don't want the free pass, if I'm gonna be a Wonderbolt, I want to work for it", Johnny said.

Bobby snickered, "Seriously, who is this?"

Rarity glared, "Bobby, enough".

"Yes ma'am", Bobby said a bit dejectedly.

Spitfire looked surprised, "You wanna earn your way through? Like go through our Academy?"

"Yeah, Rainbow Dash told me a lot about it, it was tough but a great test of ability, I want to try that", Johnny said.

Spitfire looked a bit impressed by the idea and nodded with a smile, "I think I can get you in, you can be a cadet, just like Rainbow Dash".

"Sweet, me and Dash working our way into The Wonderbolts, that's gonna be awesome", Johnny said.

Rainbow put her arm around Johnny, "Gotta love this guy".

Spitfire chuckled, "Yeah, he's cool, not then we just gotta get you signed up, which shouldn't take too long…" as Spitfire was talking, a red dot appeared at the side of her head, which Peter noticed.

"Spitfire, get down"! He shouted and rushed in to tackle Spitfire down as a gunshot went off.

Spitfire looked confused, "Peter, what's going on!? Wait are you finally coming on to me?"

Twilight looked furious from hearing that, Future Sweetie also looked displeased.

Peter looked confused, "No…somepony tried to shoot you! You were almost killed!"

"Huh? Who did that!?" Spitfire asked and looked to the side. There they saw Deadpool approach them with a sniper rifle in hooves.

"So much for target practice, oh well, can't be helped", he put it away, "Sup Spidey!"

Peter looked horrified, "Oh Good God, not you!"

Johnny also looked concerned, "Please tell me that isn't who I think it is".

Bobby cringed at the sight of Deadpool, "Oh crap".

Twilight also looked surprised, "Isn't that the insane whackjob that led The Sinister Six back when me, Peter and the others were looking for The Green Goblin?"

Deadpool twirled his handguns, "That's right, it's me! The one…and only…", his name appeared in Neon Lights behind him as he sang, "Deadpool!"

Peter's eye twitched, "How and why are you here!?"

"Firstly I got hired by Doom to help him deal with some meddlesome Marvel and Capcom people, then he sent me to this world to work for Wesker. It was fun, I played Hide-and-Seek with Vergil and I won. He never found me, you'd think he wasn't looking for me at all".

Bobby whispered to Rarity, "That wouldn't surprise me".

Deadpool kept talking, "Then I went to that Crystal place with Vega and his sidekicks, where he found out about The Wonderbolts after Lightning Dust was crying like a bitch about not getting in, and he found out you would be there so he sent me after you, so here I am!"

Peter looked curious, "Vega sent you after me!? He calls shots now?"

"I guess, he didn't clear this with Wesker, so I guess he can call shots, but the point is, I'm here to kill you!" he aimed his guns, "So prepare to die Spider-Man! Or Spider-Mane…wow that's so stupid, wouldn't Spider-Colt sound better? I mean seriously, at least Spider-Mare makes sense. I have no idea why one would even exist though, you already look like a mare".

Peter blushed furiously, "I do not look like a mare!" He turned to the others, "Right!?"

"Don't worry Peter, you don't like a mare, you're just cuter than a stallion should be", Future Sweetie said.

"Yeah is that why you banged him in 'Days of Friendship Past' Slutty Belle?" Deadpool asked.

Future Sweetie looked outraged, "What'd you say to me!?"

"Hey just because that was the least popular fic doesn't mean I didn't read it, mainly since I wanted to see if I got my cameo, which I DIDN'T! After the success of the First fic I was promised a cameo in the second, but NO, I get shelved for a bunch of other crap, like Princess Luna constantly bitching and moaning about not hooking up with Peter, she isn't even that pretty anyway!"

"Yes she is!" Twilight argued.

"Whatever! I forgave that, it's mostly Slice of Life, except the part where Peter comes to this rip-off city to fight Black Cat, but still, I waited for the third fic to come out, hoping for some Deadpool, only to see it's just some rip off of that Teenage Mutant Ninja Turtles episode 'Same as it Never Was', with Peter playing the role of Donatello! Granted it was cool it still lacked Deadpool, and more importantly…Pinkie Pie was sad! She should NEVER be sad! But she looked freaken cool with that sword! I have a head-cannon now, I taught Pinkie how to use that sword, and there's nothing you can say that would make me change my mind!"

"I was there and-" Future Sweetie was saying but Deadpool shut her up.

"Oh be quiet Trunks!"

Future Sweetie raised her eyebrow and turned to Peter, "What's wrong with him!?"

"I have no idea", Peter said.

"I better be in the fourth story 'Fall of the Spider-Mane', I'm not gonna stand for an appearance in some mediocre Spin-Off!" Deadpool shouted.

He got into position and readied for a fight, "So now to face you and the Elements of…hey way only half of the Mane 6 are here, where's Pinkie Pie!? I want to see Pinkie Pie! All the fans do too!"

"How do you even know Pinkie Pie anyway!?" Twilight asked.

"Duh, from watching Friendship is Magic, God you're so stupid", Deadpool said.

Twilight's eye twitched, "YOU MAKE NO SENSE!"

"Welcome to our world, he's convinced we're all comic book characters", Peter said.

Johnny stepped forward, "Listen Wade, I don't know why you're here but you're really getting on our case, so if you want to fight, then you got it!"

Rarity grabbed a bag and tossed it to the heroes, "Here are your suits, Bobby yours is in there, me and Coco finished it up late last night and Twilight already charmed it to work with your powers!"

"Wow, that was fast, thanks Rarity, you didn't have to stay up, but I owe you one, I'm definitely taking you somewhere nice", Bobby said.

"No trouble darling!" Rarity said.

"Seriously, who actually supports Iceman x Rarity?" Deadpool asked.

Iceman slipped into his suit, it was a black suit with a giant Icy X on it, "Sweet".

Johnny slipped into his Fantastic Four suit, Sweetie slipped into her Latex and Peter went into his Spider-Man suit.

Deadpool scoffed, "Ok so Bobby has some lame thrown together suit".

"Hey!" Rarity and Coco shouted.

"Johnny's suit looks average".

"Like I care what you think!" Johnny said.

"Sweetie Belle still looks like a slut".

"I'm trained to kill", Future Sweetie warned.

"And Spider-Man…where's your mask? Or do you want to show your 'Pretty Face' to the public?"

"Mask is useless, everyone know my identity, though I do miss it sometimes, it's an iconic part of me", Peter answered.

Deadpool grabbed his swords, "Whelp, time to kill!" he rushed in to attack, "Die!"

Meanwhile in Ponyville…

"Seriously, my fight was about to start!"

IN PONYVILLE, Fluttershy is preparing some tea for her and Laura, who is off sitting alone on the steps outside. Fluttershy is worried on how anti-social Laura has been lately, she hopes to help her be a little friendlier.

"Laura, I made you some tea!"

"Not thirsty!" Laura called.

Fluttershy huffed, "But I made it for us, won't you please join me?"

"I'm fine where I am!"

Fluttershy looked determined to get Laura to be a little more social, "Then I'll come to you", she walked outside with the tea cups, "Here you go dear".

Laura glared, "Are you deaf or something? I said I'm not thirsty!"

Fluttershy sighed, "Ok, but I'll leave it here in case you change your mind", Fluttershy said and placed the tea next to Laura and sat down, "So how are things going?"

"Go away", Laura said.

Fluttershy pouted a bit as she sipped her tea. No matter now mean Laura was, Fluttershy never retorted back in anger, because she knows Laura is just like that. Logan explained what she went through and Fluttershy knows this isn't gonna be easy. The best thing to do is keep trying and hope Laura warms up. Laura has been known to be mean, but feel regretful later; assuring Fluttershy she's not bad, just misunderstood.

Laura hated when Fluttershy was super nice, it's not something she's used to and finds it weird that she's nice all the time. Not to mention her friendly attitude was very annoying, she wonders why Fluttershy is so determined to make friends with her.

"I know you're not happy Laura, but I still hope we can work something out. I'm sure you're a sweet girl underneath all that anger, so maybe with a little practice we can-"

"Why can't you just take a hint!?" Laura angrily shouted. Upon seeing Fluttershy a little taken back, she felt some degree of guilt, "Look I appreciate you letting me stay here, not that I wanted to." She turned away, "Besides, I'm not a social type girl, and from what I've heard, neither are you."

Fluttershy sighed, "I know, but it's still nice to have somepony once in a while, Twilight and the others taught me to be more social, and it's worked wonders, I've made other friends, including Peter."

Laura scoffed, "Nice story, not that I even care."

Fluttershy looked a bit sad, "Laura, I just want you to be happy here, I can't stand seeing you sad. I promised Logan I would help you".

"Like I care what that old man wants, just lay off will ya?" Laura said and went inside, knocking over her tea cup.

Fluttershy sighed, getting a bit annoyed, "Laura come back please, let me help you."

She followed Laura into the cottage, further agitating her.

"Can you please just back away from me!?" Laura threatened.

Fluttershy looked concerned but for whatever reason she didn't want to relent, "But Laura, I just want you to experience happiness and friendship, please let me help you, I'm worried about you!"

She approached her but Laura threatened her with her claw, "I said get the fuck away from me! I don't want your friendship! Hell thinking about it I don't even want your hospitality; I'll try my luck back in that forest".

Laura decided to make her way back out the house but Fluttershy blocked her exit, "I can't let you do that, it's too dangerous, I won't let you get hurt".

Laura glared, "Move…"

Fluttershy shook her head and stood her ground, "No, I won't".

Laura extended her claws, "I SAID MOVE!"

Fluttershy's pet bunny Angel heard Laura's yelling from outside and looked annoyed, he had been trying to sleep and had half a mind to go to Laura and get her to shut up.

However he then heard Fluttershy yell out in pain, concerning Angel and rushed to check on the situation. He saw Fluttershy on her knees holding in a cut and trying to hold back tears as Laura angrily panted, some blood on her claws.

Angel looked concerned, he was worried this would happen. He wasn't sure what to do so in the heat of the moment he ran off, hoping to find Logan quickly.

Fluttershy looked up at Laura, some tears in her eyes, "Please don't go, it's dangerous!" Laura moved her aside to leave but Fluttershy grabbed her, "I can't let you go!"

Laura snarled at Fluttershy, "GET OFF!"

As Angel rushed into town he heard more pain yells, making him go faster. He ran through town as he tried to find Logan. He passed Sugarcube Corner and looked through a window, thankfully he saw Logan there with Trixie, Mayday and Rumble, enjoying a nice shake as Spike and Janet were talking at a separate table.

Angel rushed inside and ran to Logan to pull on his hoof, annoying him.

"The hell are you doing? Get off!"

Angel shook his head feverishly and pointed in the direction to Fluttershy's cottage. Logan noticed the concern in his eyes, did something happen to Fluttershy?

"All of you stay here, I'll be back!" Logan said and followed Angel, much to the concern of the others.

Logan arrived at Fluttershy's Cottage and detected the scent of blood, "Oh God, Fluttershy!"

He approached the door and opened it, seeing Fluttershy covered in cuts and some tears in her eyes.

Logan approached her, "Fluttershy, what happened!?"

Fluttershy wiped her tears, "I'm sorry, I couldn't stop her, she left and went to The Everfree Forest!"

Logan looked worried, "Dammit Laura! First things first, I gotta get you patched up!"

"Don't worry, Angel can handle that, go find her quickly! Please I'm so worried about her!" Fluttershy said.

Logan was surprised that Fluttershy seemed so forgiving of Laura, "Fine", he stood up, "But she's gonna have a lot of explaining to do!"

He ran out as Angel tended to her wounds. What upset Fluttershy wasn't really the wounds but the fact that Laura ran away, she thinks she may have found a beast she couldn't tame.

Back in Manehatten, Deadpool had started his battle against Peter and his friends.

Deadpool targeted Peter first, attempting to slash him with his swords, but Peter dodged each slash though it was pretty quick.

"Finally gonna get some payback from our last fight on Earth!" he continued his assault, "After that I was out of a job, Osborn never contacted me for another gig!"

"That's because Twilight killed him!" Peter shouted.

Deadpool stopped a moment, "Right…killed him", he kept attacking but Peter eventually punched him and knocked him against the wall of a building.

Deapdool got off the wall and pulled out his guns and started firing at Peter.

"How are you doing that with hooves anyway!?" Peter asked while dodging the bullets

"Don't question it!" Deadpool said and kept firing.

In the middle of this Johnny blasted him with a fire ball, knocking him back.

"Never play with fire Storm!" Deadpool lunged at him with his swords, "You'll get burned!"

Johnny dodged Deadpool's attack and blasted him down again, "No kidding!"

Deadpool was gonna attack again but Bobby froze his hooves on the ground, allowing Peter to rush in and land several punches and then punched him hard enough to knock him across the city.

Deadpool got up, "They better pay me a lot of freaken money for this!" he ran in and fired some bullets at Bobby, but he created an ice bridge to escape, meanwhile Johnny flew in to attack but Deadpool dropped a bomb, causing Johnny to stop and hold his hooves up to protect himself.

Deadpool emerged from the smoke and landed a strong punch on Johnny and then kneed him in the face.

Sweetie Belle rushed in and threw several punches which Deadpool managed to block, but Sweetie snuck in a kick to his face and then elbowed his head.

She went for another punch but Deadpool blocked and kneed her gut and back hoofed her out the way.

"How dare you attack my sister!" Rarity shouted and ran in with a few martial arts attacks of her own but Deadpool was able to avoid them and hit Rarity with an uppercut.

Peter rushed in and threw a few punches at Deadpool but he cartwheeled back and then stuck a landing and fired at Spider-Man, though he dodged out the way and ran through to punch him again a few times, then webbed him and flung him to a wall.

Many ponies gathered around to watch the fight, including Apple Family Member Babs Seed.

"Aw sweet, Peter's fighting some guy! Go get'em Pete!" Babs shouted.

Bobby looked to Babs, "Friend of yours?"

Peter nodded, "That's Apple Bloom's favorite cousin, Babs Seed".

Future Sweetie turned to Babs, "Babs! It's so good to see you!"

Babs raised her eyebrow, "Sweetie Belle? Damn you got big, hit your growth spurt already?"

During this Deadpool attempted to stab Peter with his sword but he blocked and disarmed Deadpool and threw a few more punches to knock him back.

Deadpool retaliated by throwing a bomb in Peter's face, causing Peter to immediately block the attack but get blown back.

Twilight flew in and fired a magic beam at Deadpool but he rolled out the way and fired his guns at her, though Twilight put up a shield to protect herself.

During this The Wonderbolts also flew in to attack but Deadpool dodged their attacks and punched all three of them out almost easily.

"Hey if Rarity can knock them out without trying then I can definitely do that", Deadpool said.

Rarity raised her eyebrow, "How does he know about that!?"

Rainbow Dash flew in and double punched Deadpool back, allowing Iceman a chance to glide in and do a jumping kick to Deadpool's face.

"That's it!" he whipped out his M-16 Assault Rifle and fired at them, "Bang! Bang-bang-bang! Bang, bang, bang, bang!"

Rainbow Dash flew out the way as Bobby used his ice as a shield.

"Why is he saying 'bang' every time he shoots!?" Rainbow asked.

"That's Deadpool for ya!" Bobby said.

Sweetie rushed in and attacked again with a few quick kicks but he grabbed her legs and tossed her, "Black Cat wannabe!"

Rarity ran in and blasted Deadpool in the face and did a spinning back kick to his face. Iceman then froze him and kicked his face as Johnny flew in and blasted him a bit with his fire.

Johnny and Bobby stood together and did a fire and ice type blast to Deadpool, knocking him even further back, right into a building.

Deadpool coughed a bit, "It's like if Scorpion and Sub-Zero worked together".

Deadpool then tossed a few more grenades, "Pineapple surprise!"

Johnny and Bobby dodged out the way.

"Why do you keep saying that!?" Peter asked.

"It's my attack name! Like when I finally join Street Fighter as a guest character!" Deadpool said, and then turned to the 'audience', "By the way Capcom, I'm still waiting on that guest appearance! Also make sure the game is properly balanced before you release it! That way you're not re-releasing the same game 100 times you greedy bunch of bastards!"

Rainbow flew over to him and looked towards the 'audience' with a confused look, "Who are you talking to!? There's nopony there!"

"You don't have the gift", Deadpool said, and then punched her away and rushed in at Peter, "Once I kill you I'll get one hell of a payday!" he continued to attack Peter.

"But I thought Wesker wanted me alive!?" Peter said while dodging.

"Remember this is Vega's idea, guess he hates you", Deadpool said.

"Why did Vega send you!? What's he up to!?" Peter asked.

"Not sure, he just said he's planning something dastardly, I think he's going to Ponyville or something and needed me to keep you busy".

Peter's eyes bulged, "WHAT!?" During this moment, Deadpool took a cheap shot with a punch and slashed Peter across the chest with his sword.

Johnny flew in to attack but Deadpool kicked him in the face and then kneed the side of his abs and did a jumping roundhouse kick.

Twilight grabbed Deadpool with her magic and slammed him back and forth between buildings and then blasted him away.

Peter and Johnny then pursued Deadpool and double teamed him with a few punches, with Future Sweetie joining a moment afterwards, all three of them throwing several punches at Deadpool. The combo ended when Johnny and Sweetie did a dual back kick to Deadpool's chest and Peter did his 'Crawler Assault' combo and knocked Deadpool into a pole.

As Deadpool stood up, all three a triple punch to Deadpool and knocked him down, then Spider-Man webbed him to the floor.

"You're done Deadpool! Now start talking, what is Vega up to!" Peter shouted.

"Wait, why should I tell you? What's in it for me?" Deadpool asked.

"You said you wanted to meet Pinkie Pie, if Vega does anything bad to Ponyville she might get killed", Peter pointed out.

Deadpool's eyes bulged, "Crap! I didn't think of that! Quick get me up! I have to save Pinkie!"

"Seriously how does he know Pinkie Pie?" Rarity asked.

"Same way Pinkie Pie seems to know him", Johnny said.

"Nevermind that, we need to get back to Ponyville ASAP!" Peter shouted.

"Right, but we can't wait for a train, which is trouble for Sweetie, Rarity and Bobby, they can't fly or move quickly enough!" Rainbow said.

"I can use my ice bridge, Rarity can cling to my back", Iceman said.

"I can fly Sweetie Belle", Twilight said.

"Good, let's go!" Peter said and swing away, as Rainbow Dash and Johnny followed. Johnny activated his 'Flame On' mode to boost his speed. Iceman bridged away with Rarity on his back. Future Sweetie climbed on Twilight as she flew off.

"Hey! Get me up! I have to save Pinkie Pie!" Deadpool shouted.

Coco and Babs helped Deadpool out of his webbing.

"Thanks side ponies", he grabbed his swords, "Well your relevancy has expired, see ya!"

As he left Babs angrily blew her hair out of her eye, "Dumbass".

As the heroes made their way back to Ponyville, Modern Sweetie had walked into town. She looked around for her friends.

"Apple Bloom! Scootaloo!" she shouted.

She noticed them playing together in a park with Rumble and Mayday. Applejack was watching and talking with Remy, Trixie, Flitter and Cloudchaser.

"There they are", she said and approached them.

In the park, Trixie was explaining some stuff to Applejack, "…And Logan just walked off with Fluttershy's pet Bunny, I wasn't sure what to think".

"I knew something was weird when ah saw you at Sugarcube Corner a few minutes ago, hopefully things are ok with Fluttershy, that Laura filly ain't exactly friendly", Applejack said.

"It's just so weird though", Trixie said.

"Not as weird as that", Cloudchaser suddenly said aloud and pointed away, "Is that Sweetie Belle?"

They all turned to see Sweetie Belle, their Sweetie Belle, just standing there.

"That is Sweetie Belle!" Applejack said, getting the attention of the foals, who also noticed her.

"Sweetie Belle!?" Apple Bloom said.

Sweetie waved, "Hi! I'm back!"

Apple Bloom and Scootaloo rushed over to Sweeite Belle and pulled her into a strong hug, tears leaving their eyes.

"We missed ya so much!" Apple Bloom said.

"Yeah, we thought we'd never see you again!" Scootaloo said.

Sweeite hugged her friends, "I'm happy to see you both too, I missed you".

Rumble also approached Sweetie Belle, "Sweetie, we're so happy you're safe!"

Sweetie looked a bit sad when she noticed Rumble, "Rumble, I'm happy to see you, I'm sorry for any grief I caused you, I saw your brother a few days ago and he said you got in trouble because of me. Please believe me when I say I didn't intend for you to take the blame, I just didn't think of that part".

"Its fine Sweetie Belle, as long as you're ok", Rumble said.

Sweetie Belle smiled, "Aw, you're such a sweetheart", she then kissed his cheek, causing him to blush.

Apple Bloom got a little jealous but shook it off, she's just happy to see Sweetie Belle, "How'd you get away from them anyway?" Apple Bloom asked.

"Vega let me come back, he's really nice, he took good care of me, he's actually very nice, just a little misunderstood", Sweetie said.

Scootaloo looked a bit concerned, "Vega, what does he look like again?"

"Brown Mane and white coat, why?" Sweetie Belle asked.

"Because I see him over there with two other ponies", Scootaloo said and pointed behind the others. Standing not too far off were Vega, Shocker and Lightning Dust.

"Hey there they are! Hey come and meet my friends!" Sweetie Belle said.

Vega led his allies towards the foals, scaring them a little. They gave off an intimidating presence. The other ponies watched suspiciously and approached the foals to make sure they weren't in danger.

Vega grinned to the group, "Hello ponies, good to see you".

"What do you want Vega? Why are you here!? Applejack asked

Vega got in her face with a sinister smile, "I just came to visit, Sweetie Belle missed her friends, so I brought her over for a little bit, that's no trouble is it?" Vega then started stroking her mane.

Remy got in the middle and glared at Vega, "Back off!"

Vega put his hoof up defensively, "Not my fault she's very attractive", he looked to Applejack, "Ever been with a real stallion?"

Applejack angrily blushed, "I ain't interested!"

Sweetie looked annoyed, "Vega you need to stop hitting on other mares, I'm your girl, remember?"

Vega looked to her, "Didn't your parents teach you to share?"

Applejack got in Vega's face, "Ah suggest you and yer friends take a hike! And don't even think about taking Sweetie again, she's staying here!"

Vega looked displeased, "Is that so?"

Applejack nodded, "Yeah that's so, you want Sweetie Belle, yer gonna have to go through me!"

Remy, Flitter, Cloudchaser and Trixie backed up Applejack.

"And us", Cloudchaser said.

Vega looked around, then noticed Rumble, Apple Bloom and Scootaloo surround Sweetie Belle, angry looks on their faces. Mayday watched from the distance, knowing not to get into any danger.

Vega sighed, "I figured this would happen, this is what I get for allowing Sweetie to visit, but I guess in the end-", Vega finished his statement by slashing Applejack hard on the shoulder, causing her to hold it in pain and then Vega finished by kicking her hard in the face.

This took the others by surprise, and scared the foals, plus Mayday, who looked really fightened right now.

"Applejack!" Apple Bloom shouted in concern and checked on her older sister.

Vega licked the blood off his claw, "Anyone else?"

Remy looked furious and went to attack Vega but Shocker punched Remy back and blasted him with the gauntlets, knocking him to some trees.

Cloudchaser went to attack but Lightning Dust flew in and threw several punches at her and kicked her away.

Flitter got into a fight stance, but she too got blasted by Shocker, she didn't stand a chance.

"It ain't safe here! Get Sweetie Belle away quickly!" Applejack said to Apple Bloom.

Apple Bloom nodded and along with Scootaloo led Sweetie Belle away as Rumble grabbed Mayday and started flying off.

As the villains went to pursue the foals, Trixie ran in front of them, "Don't you dare harm them!"

Vega answered that by suddenly kicking Trixie out the way. As Vega and Shocker ran after the foals, Lightning went to Trixie, "Just leave town, it's not safe here".

Trixie looked at her with pleading eyes, "You don't need to do this! You can still make the right choice!"

Lightning shook her head, "I can't, it's too late for me to turn back now".

"It's not, you can be stronger, please Lightning Dust!"

Lightning looked to Trixie almost angrily, though it turned into sympathy, "Look we'll just grab the filly, we'll try not to hurt the foals, that's all Vega seems to want".

"But!"

"I'm sorry Trixie, just leave before you get hurt again!" Lightning ran off after the villains.

As the foals went through town, Pinkie Pie left Sugarcube corner and saw them, "Hey what's the rush!?" she noticed Sweetie, "OMG! Sweetie Belle! You're here!"

"She ain't the only one!" Apple Bloom said and pointed to the oncoming Vega and Shocker.

"Quick run! I'll keep them distracted!" Pinkie ran at the villains but Shocker blasted her back and through the Apple Family cart that Big Macintosh was operating.

Big Mac noticed that and noticed the villains going after his sister and friends, "Ah don't think so!"

He rushed at the villains to protect his little sister but Vega grabbed a cloth and used it like a Matador's cape. When Big Mac ran in Vega moved aside, "Ole!"

Big Mac turned around and huffed steam from his nose like a bull and went to charge again, but Vega once again evaded and this time slashed Big Mac, "Ole!"

Big Mac held in the pain and went to attack again but same situation, Big Mac feeling even more pain. He tried once more but Vega did another slash, and Big Mac stumbled, a bit out of it due to the pain and the blood loss.

"No different than the bulls in my home country", Vega said.

Apple Bloom looked horrified, her big brother's hurt, but she knew she needed to get Sweetie Belle away.

As the two villains pursued, Spike and Janet approached from behind. Janet shrunk down to Breezie size and blasted Shocker a bit, but the distraction allowed Vega to slash Janet down.

"No! Janet!" Spike shouted and sent a fire ball at Vega but he jumped high enough to go over the fire and Spike and then slashed Spike from behind, drawing some blood and then Shocker blasted Spike away.

"This…this is terrible! Why are they doing this!?" Sweetie asked.

"They're evil Sweetie Belle! That's why! Now keep moving!" Scootaloo said and kept her going.

They ran further into town and the villains lost sight of them.

"Where did they go?" Vega curiously wondered.

"I know how to draw them out", Shocker said and then used his gauntlets to blast the homes in Ponyville.

He went on a relentless assault, destroying the homes of many innocent ponies, causing the houses to crumble and burn, many ponies leaving for safety.

Vega decided to have a little fun and attacked each pony that ran by him with his claw, leaving them in scratches, staining the streets with their blood.

"Ha, marvelous! A splendid time!" Vega shouted.

"Hey!" they heard. They turned around and saw Lyra, Bon Bon, Octavia, Vinyl Scratch, Dr. Hooves and Derpy Hooves.

"How dare you attack our town!" Lyra shouted.

Vega grinned, "Does that anger you?"

Lyra yelled in anger and went to attack Vega, but he side stepped and slashed her a few times with his claw and kicked her back.

Bon Bon went in to attack Vega in honor of her friend but Vega sidestepped and slashed her back hard and hit Bon Bon with a German Suplex, getting some of her blood on his front.

Vega wiped the blood a little with his free hoof and licked it, "Delightful", he said with a devious smile.

Derpy flew in to attack Vega but she got hit with Shocker's pressurized air, slamming her into a house.

"Derpy!" Doc shouted and ran in to attack Shocker, "How dare you!"

He lunged at Shocker but he received a punch in the gut for his efforts and then Shocker attacked Dr. Hooves with several punches and ended the combo with a Gauntlet Blast.

Vinyl and Octavia went to attack them, but Lightning arrived out of nowhere and hit them with a double clothesline.

Vega then picked up Vinyl and attacked her with a scratch while Shocker grabbed Octavia and blasted her point blank with his gauntlets.

"Take it easy, you might kill them", Lightning said.

"Don't get soft with us Lightning, we do what we need to do", Shocker said.

Vega nodded, "Yes…now where are those darling little foals?"

Hiding nearby were the Crusaders, watching as the villains destroyed the town. Shocker continued to destroy the homes, turning Ponyville into a battlefield, similar to what happened to New York in The Marvel World.

"These ponies are monsters…", Apple Bloom said with complete despair, "They're gonna kill everyone in this town!"

As Shocker caused more destruction, Applejack and Remy stumbled to them, looking like they want more.

"Ah won't let you destroy this town any further!" Applejack rushed in to punch Vega but he dodged her attacks and slashed her hind legs and kicked her back. He then jumped off the side of a still standing wall and landed down with a slash on Applejack, bringing her down, blood covering her body.

Gambit tossed some cards at Shocker but he rolled out the way and attacked Gambit with a few punches and then blasted him point blank with the gauntlets and sent him flying through what was left of a house.

Vega grinned, quite satisfied with the damage done, then noticed Trixie approach them with pleading eyes.

"Please, stop attacking this town! We have nothing to offer you!" Trixie pleaded.

"We know, we're just having a little fun", Vega said with a sly smile and checking his hooves.

"You're just lucky Peter wasn't here, otherwise-"

"We knew he wouldn't be here, that's why we came today", Vega turned to Trixie, "Besides he won't be back anytime soon, not with that Assassin we've sent after him".

Trixie looked horrified, "What assassin!?"

Vega stroked her mane," You'll find out soon enough", he pressed his head against her's, "My Unicorn Beauty".

Trixie shouldn't fall for this, but his charm was a little much for her, "I'm…I'm not interested", she fibbed.

Vega chuckled, "Yes you are, I can see it in your eyes", Vega then planted a nice kiss on Trixie, causing her to melt a bit.

Sweetie looked upset, her guy was kissing another mare, "Vega!"

Vega turned to where he heard the sound, "There you are".

Sweetie realized her plunder, much to the annoyance of her friends. Trixie also realized the situation and freaked, "Wait, don't hurt-", she then felt a slash across her stomach area, causing her to fall over and hold her gut in pain.

Vega approached where the foals were but felt a pony ram him on the side. He looked to see Rumble, "You hurt a lot of my friends! I won't let you hurt any-" his speech was cut off when Vega slashed him across the face, making him fall back.

Mayday, who Rumble had left nearby, saw this and got angry, "Hey you!"

She angrily approached Vega, much to Trixie's concern, "Mayday don't! Get out of there!"

Mayday didn't listen; she approached Vega with determination, "Don't hurt my Big Brother!"

Vega just stood there, and then in the blink of an eye, slashed Mayday across her chest, causing Trixie to scream in terror, "MAYDAY!"

Shocker blasted Trixie to shut her up. That action caused Lightning to briefly glare at Shocker, that didn't seem necessary. Wait why is she thinking this stuff all of a sudden?

The Crusaders were in tears over this, and became even more frightened when Vega approached them. Just then Janet approached the villains angrily, "Don't you hurt those foals!"

But like the others, she was defeated when Shocker blasted her. "Tron Bonne really improved these gauntlets".

Vega approached the Crusaders and smiled sinisterly, "I believe you have my little filly".

Scootaloo bravely tried to attack Vega but he sidestepped, allowing Shocker to punch her, and then Vega slashed her across her shoulder.

Rumble approached the villains again but Vega kicked him across the face and Shocker blasted him back with the gauntlets, causing more damage.

Apple Bloom stood before Sweetie Belle, horrified but had to be brave, "Don't you take her away!"

Vega grinned, "Brave little filly, aren't you?"

"Ah learned from Peter, ah won't let him down!" Apple Bloom shouted.

Vega looked impressed, "Wow, I must give you credit chica, all this and you still stand your ground, you're a strong woman", he stroked her Mane a little, "A beautiful strong mare".

Apple Bloom glared, "I aint' falling fer yer tricks! Mah sister Applejack over there taught me better!"

Vega turned to see the fallen Applejack and turned back to Apple Bloom, "I'm not surprised, strong yet foolish".

Apple Bloom glared and then threw a right hoof at Vega, hitting him square in the face. Vega rubbed the spot she hit and glared at her, but then had a sinister smile, "Nice shot".

She went to attack again but he grabbed her hoof and elbowed her down. He then grabbed her and held her by her torso, locking her arms so she couldn't move them.

"Let me go ya varmint!"

Vega then spoke softly to her, "Easy chica, I won't hurt you; I must say I do find your actions credible, like I said you're a strong little mare".

Apple Bloom struggled, then Vega aimed his claw at her neck, causing her to stop for the moment, "I must say, you are quite soft and cuddly little pony", he then held his face against her cheek, "Smooth too".

Apple Bloom felt uncomfortable, "Yer freaking me out a bit!"

He then turned her face to his, "I apologize, I can't help myself sometimes, especially around a pretty young mare like yourself".

Apple Bloom's face went into shock, was he hitting on her? "Uh, ah kinda have somepony else I already like so…"

Sweetie approached him, "Vega, what are you doing!? Let her go!"

"Shocker, Lightning, grab her", Vega said.

Sweeite got nervous, "No get back!" she tried zapping them with magic but Lightning moved out the way and grabbed her.

"Quit struggling kid!"

"Let me go! I don't wanna go with-", Shocker then punched Sweetie hard enough to knock her out.

"Shocker!" Lightning shouted.

"What? She was gonna cause trouble", Shocker said.

"Don't worry Lightning, I'll make it up to her later", Vega said and refocused on Apple Bloom, "As for you", he kept his claw aimed at her.

"Sir, please let me go!" Apple Bloom was pretty scared now.

"Now it's please? You were so rude a moment ago", he sighed, "I guess it can't be helped, I bring that out in a lot of females".

Apple Bloom struggled more, then Vega pressed his claw against her shoulder, not too hard, but hard enough to hurt and poke through her a little, causing some pain.

"Please sir, let me go! I'm begging you!" Apple Bloom pleaded, almost on the verge of tears.

"Not yet, I want to have a little, 'fun', before I leave, and since you're the only mare left", he spoke softly next to her ear, "Maybe it should be you".

Apple Bloom had a look of fear in her eyes, "No…please sir, that ain't necessary, I'll get you anything else! You like Apple desserts?"

"Yeah, I do", he grinned, "But I'd rather an Apple meal", he slowly licked her neck, causing her to shudder.

"Please…I'm scared, don't do it", tears started escaping her eyes, "Let me go!"

Vega's wings extended, ready to take flight, "Give me a moment Shocker, you and Lightning can leave town, I'll catch up".

"Sure thing boss", Shocker said.

Lightning looked concerned, "Vega wait, are you sure we should-", Vega silenced her with an affectionate kiss while still holding Apple Bloom.

Lightning blushed a bit as Vega playfully glared at her, "Go on, I'll catch up".

Lightning nodded and left with Shocker, Vega's kisses working like hypnotism. He then focused on Apple Bloom, "As for you".

Apple Bloom looked terrified, "No! Please don't! Let me go!" she struggled, "Help! Please! Applejack! Peter! HELP!"

Vega then flew off with Apple Bloom as she screamed in horror.

Eventually Peter arrived back in Ponyville with his friends, only to find that it was in ruins. Buildings destroyed, ponies hurt and bleeding, it well chaos.

"Oh God no!" Peter shouted, very concerned.

Twilight looked around, "This…this is horrible!"

They all went around, checking on the ponies, seeing how many were even alive after all this.

As Rarity and Bobby looked around, they found Spike down and hurt near Big Macintosh.

"My little Spikey-Wikey!" she shouted, much to Bobby's confusion.

"Spikey-Wikey?"

She checked on him, he was bleeding and hurt, then they noticed Big Mac had several scratches and Pinkie's injuries, "This is bad".

Johnny and Rainbow looked around and found Flitter and Cloudchaser hurt and tended to them both.

"Savages", Johnny said.

Peter, Twilight and Sweetie Belle searched another part of town. Twilight had found Janet and helped her up a little as Peter had found the Background Six injured and hurt, causing ire from Peter.

"Derpy…Octavia…Lyra…".

"PETER!" Twilight shouted in terror. Peter rushed to Twilight and found something that horrified him, "No…No, No, NO!"

There they saw Trixie, who was herself badly hurt, trying to tend to Mayday, who was severly hurt.

Twilight and Peter were in tears, their daughter was laying there injured, almost dead.

"It's not just her", Trixie said and motioned to Gambit, who while hurt, was tending to Rumble and Scootaloo.

Twilight could barely hold in her tears at this point. Future Sweetie rushed to the foals, checking on them, "Was it Vega?"

Gambit nodded, "He, Shocker and that Lightning Dust pony came, they destroyed everything!" he sighed sadly, "We couldn't stop them…they got us by surprise".

Peter looked around in despair. His home, all his friends, his daughter, adopted colt, all hurt, all near death. Something then hit him, "Where's Apple Bloom!"

He then heard a scream of despair, he followed the scream to another destroyed house and found Applejack, covered in scratches, kneeling and sobbing".

"Applejack, what's wrong!?" Peter asked.

Applejack glared angrily at Peter, "Look what you caused!" she gestured to Apple Bloom on her stomach with her tail in the air. She was covered in scratches, tears running down her eyes.

"He…he…he hurt me…in the worse way!" Apple Bloom shouted and continued crying.

This broke Applejack's heart, to see this had happened to her little sister, the one she vowed to care for after her parents died.

Peter couldn't handle this, he backed to a corner and sat while hugging his knees, tears rolling down his eyes.

Once again, he couldn't protect those he loved.

Author's Note

Roller Coaster ride that probably was.

This musical piece helped me with the mood for the attack on Ponyville. (This person does great pieces).

Leading the Charge

Anger. Despair. Hatred. Self-Loathing. These are the emotions running through the psyche of Peter Parker. These are the words that define him.

Peter sat in his and Twilight's room in the Golden Oaks Library, which was still standing despite the attack on Ponyville earlier, from the trio of Vega, Shocker and Lightning Dust, and was wallowing on his bed.

He has all this power, he's considered to be the greatest of the heroes, the best...but he still couldn't protect those closest to him. First there was his uncle Ben, then there was the former love of his life Gwen Stacy. Now he has let down all his friends and family in Ponyville.

His friends that he made in Ponyville; Applejack, Pinkie Pie, Lyra, Octavia, Derpy, they had all been injured in this attack, from claw wounds or recovering from gauntlet blasts. His friends from his world, Remy and Janet, also hurt, also recovering. Then there's his family, his roommate and best friend Trixie, his little brother figure Spike, his adopted little sister Apple Bloom, his adopted colt Rumble, and his own daughter Mayday, all the victims of this assault.

He now sits there, worried and paranoid over the safety of his daughter, is she gonna be alright? He hopes she inherited some of his healing ability, though that didn't ease his worry too much. Fact is she got hurt, and he wasn't there to protect her, some father he is.

Then there's Rumble, he promised to take care of him, be his father-figure, only for Rumble to also get hurt in the process. He heard that Rumble had attempted to stand up to the villains to protect the others, and Peter was proud of Rumble for that, but it didn't take away the sadness he felt for his injuries.

Then there's another deep wound, his now seemingly strained relationship with The Apple Family. He's had some conflicts with The Apples, or rather he's had conflict with Applejack. Not too long ago, he and Applejack conflicted over Rumble, whether or not he's good for Applejack to be around. This conflict is one of the deciding factors that led to Peter and Twilight eventually adopting Rumble while his brother was rogue.

During this she had warned Peter, 'If anything happens to Apple Bloom, it's on you'. Applejack hasn't forgotten, the look of anger in Applejack's eyes, her heartbreak over what happened to Apple Bloom...it still rings within Peter's mind. The scars, the cuts, to know that Apple Bloom has had one of the worst things possible done to her.

Vega...he did things to Apple Bloom, horrible things that he should never have done, things that he will certainly regret. Vega may be a player, he may be good with ladies, but there is a line he shouldn't cross. He's already crossed that line with Sweetie Belle, for him to do that to Apple Bloom, hurt her the way he did, he has to pay.

Peter was just at a loss right now. This destruction has led to homes being destroyed, along with the lives of many ponies. Vega had gone too far, he along with Shocker and Lightning Dust had gone too far, there's only so much Peter can take. Vega had done what very few have done, the one thing Wesker himself would have liked to do. He has hit Peter emotionally, and Vega will regret that.

Peter wants to go out right now, he wants to hunt down Vega, Shocker and Lightning Dust, he wants to make them suffer, but at this point, he can barely move. He wonders how much longer can he do this? How long before Wesker manages to do worse himself. What can Peter do? Can he even protect those he loves? It seems like there's always someone; whether they be The Green Goblin, Queen Chrysalis or Albert Wesker, someone is making his life difficult. And he doesn't know how much more he can take.

Downstairs Twilight herself is concerned. She had just gotten back from the medical ponies and they did assure her that Mayday, though hurt, would be fine. Same with Rumble and all her friends. Though she saw the heartbreak on Applejack's face, what happened to her sister was unforgivable, and Vega will pay for that.

Apple Bloom, she had barely said anything. She is just laying there, covered in bandages with an emotionless expression on her face, not wanting to talk to anyone. She felt really ashamed about what happened, she hated Vega, hoping he'll get his soon enough. Vega had seemingly damaged her, not just physically, but mentally. Twilight hated this, she wanted revenge, but how would she go about it?

But for Twilight, one other thing that concerned her was Peter, and how he was handling this situation. Peter always takes stuff like this to heart and he always blames himself, even when it shouldn't be his fault. She needs to remind Peter that he's a great pony despite all this.

Then there's Future Sweetie Belle, who herself is feeling down. The destruction of Ponyville, the assault on her friends, it brought back too many sad memories for her. It reminds her of where or rather when she came from, the destruction of those around her. It broke her heart seeing her best friend Apple Bloom in such a state, not to mention the suffering the others are going through.

She came back hoping to see some friends in a time before all the bad things that happened in her timeline, now she is again seeing their destruction first hand. She hated this and wanted to get some retribution for her friends, she is willing and ready to.

But she was also concerned for Peter. She remembers the last time Peter went through this stuff back in her time. She also remembers that it led to a moment she and Peter regret. However she still needed to make sure Peter was ok, she had made her way to The Golden Oaks Library to check on him.

After entering she encountered Twilight, who was looking upstairs, trying to figure out how to console Peter during this.

Twilight turned around and saw Future Sweetie, "Oh, hello Sweetie Belle, what brings you here?"

"I was worried about Peter, is he alright?" Future Sweetie asked.

"He could be better honestly, I want to go upstairs and give him some reassuring, though I'm not entirely sure what to say to him", Twilight stated.

Future Sweetie could understand that, having had to comfort Peter once before, though it ended with unusual results. Though she then had an idea, "Even if you don't know what to say Twilight, sometimes your actions speak louder than words".

Twilight understood that, she knows what Future Sweetie Belle means, "You're right, Peter needs me, I need to be there for him", she turned to Future Sweetie, "Though I could use your help".

Future Sweetie looked surprised, "Why me?"

"Peter needs friends right now, and you care about Peter a lot, he could use your comfort too", Twilight said.

Future Sweetie wasn't too sure considering the last time she tried to comfort Peter, but since Twilight seemed seriously she simply nodded and followed Twilight upstairs. They looked into the room and saw Peter sitting, still full of despair, his eyes a bit red. They can tell he's been crying a little, and it broke their hearts. Such a nice pony, great guy to be around, to see him shed tears makes them wanna shed tears, but they need to be strong right now.

"Peter?" Twilight said.

This got Peter's attention and he looked to his wife at the door alongside Sweetie, "Hey…" Peter's voice had almost no emotion; he was becoming an empty shell of his former self.

"I'm worried", Future Sweetie said, "Just like my time, difference is that now it's happening to his world".

Twilight nodded, "Right, come on".

They both entered the room and each sat on both sides of Peter, who barely acknowledged them, he was still too down on himself.

"Peter, I hate seeing you like this, please don't beat yourself up", Twilight said.

"Yeah, what happened today wasn't your fault", Future Sweetie said.

Peter turned to them, still barely showing emotion, "I know what you're both trying to do, but it won't work. You can say it wasn't my fault all you want but this happened because of me in the end", he lamented.

"Peter don't say that, you know I hate when you do this to yourself", Twilight said.

"Twilight, those villains are here to find me, they attacked those closest to me, and because I fell for a distraction in Manehattan they all got hurt!" Peter said, the tears returning to his eyes.

Twilight looked distraught, seeing Peter all worked up is breaking her heart, "But Peter..."

"I promised Rumble I would take care of him, I promised Applejack nothing bad would happen to Apple Bloom, and Mayday…she got hurt because I wasn't there!" Peter sobbed, "They all got hurt, it's my fault, I couldn't protect them! What kind of superhero…no, what kind of friend…big brother…father, could let this happen!?"

"Peter, that's enough, please stop down talking yourself", Twilight said a bit sternly.

Peter sighed, "I need to deal with them once and for all, I'll just go there and take them out by myself".

"Peter that's dangerous", Future Sweetie said.

"Sweetie Belle's right, you could get killed if you went alone", Twilight said.

Peter looked down, "I'm willing to die for this, not that it matters, maybe things will be better off without me".

Twilight had enough, "NO!"

Peter looked startled and looked a bit concerned at Twilight's face, "Twilight?"

"Don't you EVER say that Peter! That is not true whatsoever!" she shouted, getting in his face, fury in her eyes.

Future Sweetie cowered before Twilight's rage at Peter, she's glad she's never made Twilight this angry, lucky thing considering the fact that she slept with her husband.

Peter stammered to speak, "But Twilight, all this chaos, it's-"

"NOT YOUR FAULT PETER! You're not the only one with enemies! Those guys seem to hate Johnny and Logan as much as they seem hate you! Me and my friends have enemies too! That Pegasus with them, hates US! Johnny said the man that's helping them hates him and his family! Stop acting like you're the most hated guy! Because honestly more love you than hate you, but those who hate you are just more vocal about it!"

Peter looked a bit taken back, "But Twilight…"

"If King Sombra or Queen Chrysalis went to your world and attacked your friends, would you want me to feel guilty?" Twilight asked.

Peter shook his head, "Of course not, but you never made the mistakes I have so-"

"That makes no difference Peter, and for the record I do make mistakes, all living things make mistakes, you don't need to take responsibility for everything that happens!" Twilight said.

Peter angrily wiped tears from his eyes, "You've never gotten anyone killed Twilight, there's no way you could understand that. Be happy, it's not a burden you want".

Future Sweetie turned his attention to her, "But I do, remember I'm a general in my world, it was under my leadership that many ponies got killed", she sighed, "Including our friends, I blame myself for that, so I can understand your troubles".

Twilight pulled Peter into a reassuring hug, "Peter, remember Mayday's my daughter too, I feel just as terrible, and I feel terrible for what happened to Rumble, both of us are supposed to protect him".

Peter couldn't argue that, "Twilight, I don't want you to feel guilty though, let me bear that burden".

Twilight shook her head, "No way, you're my husband, and I'm with you for better or worse", she looked into his eyes, "Remember I'm a Princess, it's my duty to protect these ponies as well".

Peter looked glum still, Twilight pressed her forehead against his, "We have to share our burdens, you're always quick to share with me, let me share with you."

Sweetie also hugged Peter, "We're both here for you Peter, we love you, please don't shut us out."

Peter's mood didn't change much, he wasn't as depressed but he was still feelings pretty down. The two mares hugged tighter to him, hoping to get him to lighten up.

Peter subconsciously returned the two hugs and brought both mares closer to him, his face still showing that he's still in a bummed out mood however.

Twilight felt for him, she knows how much he takes the burden for such things. She knew it wasn't fair to him, she was going to show him that he's still a great pony. All he needs is a little love to do prove it, and she knew what to do.

She had then started passionately kissing Peter, very sweetly and sensual, showing her still very strong passion for her husband.

Peter had started returning the kissing, almost as if on instinct and inserted his tongue in her mouth, dancing with Twilight's, their love for each other turning into desire for each other, body and soul.

Twilight wrapped herself around Peter, going in deeper as he started to grope her body, Twilight used her magic to remove Peter's suit, ready to crawl on top of him and heal him the only way she knows how. Now she has that chance to give Peter the affection he really needs right now, to help motivate him to try harder.

During this, Future Sweetie watched awkwardly. Peter had not released his hold on her and while part of her wanted to leave them be, another part felt curious, she wanted to see what Twilight could do for Peter, and seeing them make out brought out some odd feelings in her.

Eventually as Twilight started kissing Peter's neck, he did something that surprised her. Peter pulled Future Sweetie in for a kiss. At this point Peter is just acting on his own, his body moving for him. It's the same situation as in The Future, except Twilight's here too.

Future Sweetie wanted to break away; she knows this probably isn't right. But at the same time she missed Peter and she did love his affection the first time together. Still she can't help but feel she's doing something she shouldn't be doing.

That changed when Twilight used her magic to remove Sweetie's latex and pulled Sweetie in so she's also on top of Peter. Sweetie looked to Twilight, who gave a nod of approval.

"Might as well join in since you're here, don't go around tell anypony else though, I don't want them thinking they can get this chance too. Y" Twilight said. That brought a little relief and curiosity for Future Sweetie. "Don't expect this chance again anytime soon though, enjoy it while it lasts."

Future Sweetie nodded and followed Twilight's lead in kissing Peter's neck as he groped the two mares. Peter at this point isn't thinking of his actions, he is merely doing. Though the rage still lurked within Peter, for the moment it's being cooled and molded into strength he can use.

Eventually he desired more from the mares, so much more, and he was going to get it. This time he had twice the work to pull off, which led to twice the satisfaction emanating from their room. Luckily Twilight had used her magic to close and lock the door and turned off the lights. It was gonna be pretty busy for the time being.

Within minutes, all that is heard is the sound of a stallion's grunts and the moans of two mares emanating from the room, temporary pleasure after a stress and heartbreak.

Elsewhere Johnny and Rainbow Dash had just left The Hospital area, feeling very sympathetic towards their fallen allies.

"I can't believe this happened to them", Rainbow said, feeling a bit down.

"We can't let them get away with this, we need to go after them now", Johnny said.

Rainbow looked a bit confused, "Seriously? We can't just go after them, what would everypony else say?"

"We have to do something Dash, I mean all our friends are hurt, Logan's nowhere to be seen and Peter's an emotional wreck right now", Johnny sighed and shook his head, "And who can blame him. I mean everyone he cares about is hurt, including his adopted colt and his daughter, especially his daughter. She's only four, she didn't deserve that! Plus what that sick bastard Vega did to Apple Bloom, a filly Peter took in as a little sister, he might not have his head on straight".

Rainbow sighed, "Maybe you're right, they crossed the line, they need to pay".

Two other ponies had approached them, "Out for revenge?"

They turned to see Bobby and Rarity, staring curiously at the speedy duo.

"Hell yeah, those bastards hurt a lot of innocent ponies, we can't let them get away with that", Johnny said.

"We gotta show them what happens when you mess with friends and family!" Rainbow said.

Bobby just starred curiously a moment, then let out a grin, "Then perhaps you're gonna need a little help on that".

Johnny raised his eyebrow and did a big teeth smile, "So you wanna fight by our side there Bobby?"

"You know it bro, we both owe it to do this for Peter and all the ponies who got hurt today", Bobby explained.

Johnny did a confident chuckle, "Damn straight, it's gonna be you, me and Rainbow taking on Vega and his lackeys".

Rarity cleared her throat, "Don't forget me, I wish to assist as well".

Johnny was a bit surprised, "Seriously Rarity? It's pretty dangerous".

"Johnny you saw I could handle myself against that Deadpool guy, besides I want to get my sister back, and I'm not leaving without her," Rarity said.

Johnny turned to Rainbow, who gave her nod of approval, then back to Bobby and Rarity, "Right then, let's get ready for this. They're probably at that Crystal Empire place, me and Dash will fly there, maybe you can glide with Rarity on your back".

The four immediately left Ponyville, they didn't want to worry the others with their plan so they figured it's best to just go off and do what needed to be done.

Later at The Crystal Empire, Vega is sitting on the Throne, as if he were the king, which he very much wants to be.

"I have done it, I have struck a blow to Spider-Man like no other has", he grinned sadistically, "I wonder how his friends are doing? I do hope they're not hurt too badly, that would be a shame."

Nearby Sweetie Belle was attempting to pull away from her leash that Vega strapped her too. It was bounded to his chair so she couldn't escape, and she had something on her horn to prevent her from using magic, causing her some frustration, "Vega this is ridiculous! Get this leash off me!"

"If I let you off that leash, you will run away", he turned to her, "And I don't want you to do that".

Sweetie glared, "I don't care! I knew you had troubles but I thought you were nice deep down inside. After what you did today to my friends in Ponyville, I don't think I want to have someone like you as a friend let alone a coltfriend".

Vega brushed his mane back a little, "So I hurt a few ponies, they started it with their unfriendly attitude".

"There's no reason you should have done that! I'm so ashamed of you!" Sweetie sobbed a little, "I loved you, and I thought you loved me".

"I do Sweetie, I care about you very much", Vega insisted.

"You constantly hit on and kiss other mares! You aren't very faithful!" Sweetie shouted.

"It's just my nature, rest assure I do care for you, which is why you'll never leave my side", he approached her to stroke her mane with his claw, "I shall always love you Sweetie Belle".

Sweetie pouted and looked away from Vega; "I should have moved on to Rumble."

Outside the city, the Heroes from the Capcom Realm arrived with their allies. Standing at the gates were Chris Redfield, Ryu, Dante, Chun Li, Nathan Spencer, Felicia Hardy and Thunderlane.

"This is it, The Crystal Empire", Chris said.

"Fitting name, place is full of crystals", Dante said.

Thunderlane looked around in awe, "Sometimes I still can't get used to it, and I've been here before".

Felicia grinned at the sight of the crystals, "A mare could make a nice bit here".

The group walked into the city and walked down the streets. Nopony was out; they seemed to be inside and hiding, afraid to leave their homes.

"Seems like these villains have these ponies too scared to leave home", Chun Li said.

Dante looked around the Empire; he could see some ponies peeking out their homes at the new heroes, "Is it me or do they look like Crystals? What's with this place?"

"That's normal here, Crystal Ponies are like a fourth breed of ponies in our world", Thunderlane explained.

"So Pegasus Ponies, Unicorn Ponies, Earth Ponies and now Crystal Ponies", Chris said and pondered, "Any other pony types? Like maybe Sea Ponies?"

"Hey, some claim there is a civilization like that, who knows", Thunderlane said.

Meanwhile at the Balcony, Shocker is looking over everything through some binoculars and noticed the Capcom heroes, "You've gotta be kidding", he called back into the castle, "Vega! Situation here!"

"What is it Shocker!?" Vega called.

"We've got intruders in the Empire, its Ryu, Chris Redfield, Dante and Chun Li along with some others!" Shocker called out.

"What!?" Vega immediately flew over and checked the situation though the binoculars, "Dammit! It's them, and they have that pendejo with the Mohawk!"

"What should we do?" Shocker asked.

Vega thought a moment, and then had a grin, "We do have bodyguards after all".

Shocker realized what he meant; he liked the idea, "Let's send out the troops then".

As the groups walked through town, they noticed the statue of Spike.

"That Dragon looks familiar, I swear I've seen him before", Dante said.

"I think he was with Spider-Man's friends or something", Chris said.

Thunderlane spoke up, "That's Spike, he is the assistant to Princess Twilight Sparkle. Apparently he saved this Empire from an evil king, not sure how but knowing him, it was pure luck."

Chun Li observed the statute, "It looks nice, he looks pretty cute honestly".

"That's such a mare thing to say", Thunderlane arrogantly said, causing Chun Li to get in his face with a spine tingling glare. Thunderlane chuckled a bit, "Not saying it's a bad thing".

Dante chuckled a bit, "Dude, Chun Li might be a woman but she'll kick your ass in 10 seconds flat, hell I wouldn't even say anything like that to Chun Li, and I'm strong enough to handle her."

Chun Li smirked, "You can handle me? Wanna test that claim right now Dante?"

Dante shook his head nervously, "I'm good."

Ryu turned to them with an annoyed look, "May we continue? If the villains are here we need to be focused".

Chun Li nodded, "Right then", she turned to the others, "Come on, we need to move quickly."

As they went further through town, something blasted at their hooves, causing them to jump back and ready themselves, with Dante whipping out his sword, Chris whipping out his shotgun, Ryu and Chun Li getting into their fighting stances and the others just readying for a fight.

A moment later Iron Man had arrived and glared at the heroes, "It's been a while."

Chris glared, "Damn, it's Iron Man."

"And where there's Iron Man, the others aren't far behind," Dante said.

Thor then arrived in a thunderous landing and glared at the group, "Our enemies of the Capcom world", he aimed his hammer, "I shall smite thee with my mighty Mjolnir!"

"His what?" Thunderlane asked.

"It's what he calls his hammer", Chris explained.

Thunderlane scoffed, "What arrogant show off names their weapons?"

Dante glared at Thunderlane, "Hey Thunderlane wanna meet my friends Ebony and Ivory?"

"Who?" Thunderlane asked before Dante whipped out his two guns, "They can talk too".

Thunderlane got the idea, "Right, sorry bro".

Dante put them away and grabbed his sword, which he had also named, 'Rebellion'.

Hulk then landed with a mini Earthquake, "Hulk Smash!"

"Learn how to speak proper English will you?" Spencer arrogantly said.

Soon Captain America walked into the battle, his shield strapped to his back as he glared at the heroes before him.

"We meet again", he stood up and grabbed the Shield from his back, "Though this reunion will be the last, we will eliminate you".

Chun Li made a plea, "Captain America, listen to yourself. You've always stood for Freedom, Justice and the American Dream, are you really gonna allow yourself to be controlled like this?"

Cap glared, "Your words won't work with me Agent Chun Li, I know where my new Loyalty lies".

"This isn't like you. You're Captain America, the greatest solider in your world. You can fight this Captain, you've always had a strong will, where has that gone?"

"Enough!" Thor shouted, "We have been given orders by Vega and Shocker to destroy you, we must obey those orders".

"Vega and Shocker? Where's Albert Wesker?" Chun Li asked.

"Albert Wesker isn't in this Kingdom right now, Vega has taken control for the time being, and his orders are for us to kill you", Iron Man said and aimed his arm canons, "And we intend to obey".

"Yeah I've had about enough of this", Chris said and blasted Iron Man with his shotgun. When Iron Man went to attack Chris, Chun Li kicked him away and ran to do a jumping dive kick to Iron Man's head.

Cap tossed his shield at the group but Ryu punched it away and ran it to do his karate strikes, though Cap was able to block the attacks thanks to his military experience and kicked Ryu back.

Ryu rolled through and rushed in to do his Hurricane kick that this time knocked Cap back a little and then did a strong elbow to his head.

Thor attacked Dante with his hammer but he rolled out the way and tried attacking with his sword, though Thor blocked and whacked Dante back.

"My hammer shall trump your sword!" Thor shouted.

"Can it trump my guns!?" he whipped his guns out, "Get to work boys!"

Dante fired his guns at Thor, the bullets being magic had some affect but Thor was still strong enough to withstand the attack and rushed in to punch Dante across the ground.

Spencer ran in and did a Bionic Punch to Hulk, knocking him back a little while Thunderlane and Felicia jumped up and kicked him in the head.

Hulk slammed down on the trio but they evaded his attacks and Spencer continued to attack with his Bionic arm, though Hulk was able to block and knock Spencer back.

The other two went to help him.

"Listen I can attack with my Bionic arm, its strong enough to handle Hulk, but I'm gonna need both your help to distract him!" Spencer said.

"Yes sir", Thunderlane said and flew at Hulk, "Hey! Muscle Boy! Over here!"

"Hulk Smash Stupid Hair Pony"! Hulk shouted.

Thunderlane looked offended, "My hair isn't stupid, WHOA!" Thunderlane narrowly dodged a punch. While Hulk was distracted, Spencer rushed in and punched Hulk hard.

"Bet you felt that!" Spencer taunted, though was punched back for his efforts.

Chris went to a rooftop to fire at Iron Man easier, though he flew out the way and blasted down on Chris with his Ion rays, but Chris dodged out the way and tossed a grenade at Iron Man, which he zapped and destroyed in mid-air.

Chun Li fired a Kikoken at Iron Man, though he dodged and retaliated by firing bullets at her, which she dodged out the way of.

Chris fired again at Iron Man but he rushed in and punched Chris off the roof, though he grabbed on to the edge to keep from falling.

Chun Li rushed in and attacked a bit with her quick kicks, though Iron Man blocked them and kneed her gut and elbowed her down.

"You're better off having a nice Candle Lit dinner with me, would be easier."

Chun Li groaned, "Even when under mind control he still finds time to hit on women".

Chris pulled himself up, "She's too good for you Iron Man, so buzz off".

"Be quiet!" Iron Man shouted and blasted Chris off the roof. Luckily it was a small house so Chris didn't take too much damage on the landing. "By the way, Jill Valentine is wasted with you!"

"Oh screw you!" Chris shouted while sitting up.

Meanwhile Ryu and Cap are battling across the empire, tossing shields and firing Hadoukens.

"I will admit, you're a great warrior, would be an honor to have fought by your side", Cap said.

"You make a good sparring partner yourself!" Ryu and Cap continued to battle.

Ryu tossed several quick punches but Cap blocked them with his shield and attempted to whack Ryu, but he ducked and kneed Cap in the gut and did a down punch to Cap.

Cap then did a ground spin leg sweep to bring Ryu down and got up quickly to punch down on Ryu, but he rolled out the way and hit a Shoryuken on Cap to knock him back down.

Cap got up and did his Charging Star Shield Ram attack and followed it up with a Shield toss to his face.

Ryu looked stunned a moment, then wiped the blood off his mouth. At least he's getting a good fight out of this and rushed in to continue.

Thor sent his hammer at Dante but Dante jumped over and fired his guns at Thor. Thor countered by shooting Lightning, frying the bullets mid-air and narrowly missing Dante.

Dante rushed in and did a kick to Thor's face and did an Acid Rain attack on Thor and then attacked him with Crystal Ice.

Thor felt that a little and retaliated by knocking Dante into the air and tossing his hammer at his gut and controlling it to the hammer slammed Dante down hard.

Dante groaned and spoke to Thor, "Since you're doing my brother's handy work, maybe I can team up with your brother to take you down".

"Silence you cur!" Thor shouted and struck thunder down on Dante, which he was able to avoid and rushed in for more.

Hulk is smashing everything in sight, trying to eliminate his enemies, even picking up parts of destroyed houses and tossing them at the trio.

Hulk also did a few Gamma Waves to get them off balance, though Thunderlane, using his Pegasus abilities, was able to grab a few clouds and kick them to emit lightning from them to strike the Hulk.

"Whoa, how did he do that?" Spencer asked.

"It's an ability Pegasus Ponies have, or learn to use. He was part of his town's weather team so he's able to make it rain if he needs to", Felicia replied.

"Weather team? Wait they control weather or something?" Spencer asked.

"I'll explain later, let's just take down this brute", Felicia said and went to attack some more. Spencer rushed in and did a few more Bionic Arm attacks, even latching onto Hulk and pulling into a double kick to his face.

"Ha! In your face Hulk!" Spencer shouted. When Hulk went to attack again, Spencer latched to a roof and pulled up. Felicia kept Hulk distracted on the ground while Spencer jumped off the roof and did a Death from Above down punch off the roof, hitting Hulk pretty hard.

"Wow, we make a great team, we should do this more often", Spencer said.

"Better than Spider-Mane?" Thunderlane asked.

"A million times better than that punk," Spencer said.

Felicia rolled her eyes, she wasn't too into the idea of them smack talking Spider-Mane, she does have a soft spot for him after all.

Outside the empire; Johnny, Rainbow Dash, Bobby and Rarity are getting closer to the Crystal Empire.

"There it is, we just need to get there and deal with those jackasses", Johnny said.

"Right, let's hurry!" Rainbow said as they continued on.

Back in Ponyville, Peter was stirring. He opened his eyes and saw that he was in his room, with a familiar scent in the air.

He looked down and saw both Twilight and Future Sweetie cuddled next to him, both deep in sleep with a blush on their faces. Peter had a strange sense of Déjà vu. Did he sleep with both of them? He started recollecting the events in his mind and seemed to remember making out with Twilight while still holding Sweetie Belle, and then pulling her in as well.

Peter felt some degree of concern, while it's good he didn't outright cheat on Twilight again, fact is that he still seemed to have initiated the issue with Sweetie Belle, once again causing a degree of stress to him. Luckily it's not too bad; if Twilight's there then maybe she didn't mind. She did toy with the idea of a 3 way after all, but Peter still wasn't keen on the idea.

Peter then remembered what caused all this, that arrogant and sadistic villain, the matador turned ninja Vega.

Peter was still furious; he wanted revenge on Vega for attacking his hometown and hurting his friends and family. Peter looked down to the two mares, the only mares he has had sexual relations with. He loves Twilight, he loves her very much. He would not dare put her in harm's way. If Vega is evil enough to attack Mayday, imagine what he'll do to Twilight.

Then he looked to Future Sweetie. Honestly the only thing preventing him from fully losing it was the fact that Twilight was here this time, but Peter once again felt a degree of shame. He repeated a mistake he made once before, and what's worse, he distinctly remembers initiating things with Future Sweetie. Could it mean he doesn't love Twilight like he thinks he does? Was it just stress? Even if Twilight went along with it, it still didn't sit right with him. This situation wasn't right, he should only be with Twilight, nopony else.

Peter can't fault Future Sweetie, despite his prior feelings, he knows she only cares about him. He'll deal with her later; right now he had a job to do. He had to go stop Vega and avenge his friends.

He quietly got out of bed, not wanting to wake the mares and washed up a bit to get the scent of sex off of him. He put on his Spider Suit and approached the balcony. He stopped by the bed on the way and approached Twilight, who is still sound asleep and planted a nice kiss on her.

"I love you Twilight, I'll try to come back, but if I don't…please take good care of Mayday, take care of Rumble, and keep an eye on things", he turned to Future Sweetie with a bit of a scowl, "I'm not happy about what I did, I don't think I love you, but…", he gently pulled her closer to Twilight, Future Sweetie seeming to hug her out of instinct though remaining asleep, "If I don't come back, please keep Twilight safe, good-bye".

Back with The Crystal Empire, Johnny and allies arrived and saw the battle in the city between The Avengers and the Capcom Alliance.

"The Avengers are here?" Johnny asked, then thought a moment, "Well in makes sense but…that's gonna make things a lot harder".

Rarity looked to them, "The Avengers? Peter says they're the Mightiest Heroes of his world".

Johnny nodded, "Yeah, strong group, the fact that Wesker has them under control is kinda scary".

"True that, those guys are pretty tough and dangerous", Rainbow admitted.

"Yes, they are…especially that big green one!" Rarity said. They turned to see Hulk battling Spencer, Felicia and Thunderlane.

"Hey, isn't that Black Cat? What's she doing there?" Iceman asked.

"And Thunderlane again? Wow he must be buddy-buddy with the Capcom guys", Rainbow said.

"Yeah, might be trouble, I know Ryu, Chris and Dante don't like us much, Spencer probably barely tolerates us, but luckily we have Chun Li in our favors, she can probably help the tension a bit", Johnny said.

"Let's just go in there and do what we need to do", Rainbow said. The others agreed on that statement and went in, ready to fight.

Vega, Shocker and Lightning watched from the Balcony of the Castle, somewhat enjoying the show.

"This is Marvelous, to think we have The Avengers as our personal soldiers", Vega said with utmost confidence.

"Yeah, wait til I tell Kraven and Rhino, they'll never believe it", Shocker said.

Lightning looked behind and saw Sweetie still trying to escape, then turned to Vega, "Do we even need Sweetie Belle? She seems useless now".

"Hey, she's a pretty face, I like having pretty faces around", Vega turned to Lightning Dust, "Just like you".

Lightning blushed a little, "Why can't I be the only one though? I mean I could be all you need. You'll be a King, me a Queen and-"

"Lightning, you're beautiful but like I said, I need to be surrounded by a lot of Beauty. If Sweetie's this beautiful now, just wait til she gets older", Vega grinned at that, "She'll be divine…"

Lightning groaned a bit, she's not sure if she wants to be in a meaningless harem with Vega. The day she stops being beautiful for whatever reason, he may dispose of her.

Ryu is still battling Cap; punching him back a little Cap then tossed the shield at Ryu's chest and grabbed it on rebound and rushed in to attack again, but suddenly had to dodge a fire ball.

Cap looked to see that Johnny Storm was floating nearby, with a smug look on his face, "Sup Cap? Miss me?"

"Human Torch…so you've decided to show up again", Cap said.

Ryu turned to Johnny a bit unhappy, "I didn't ask for your help".

"I ain't here to help you karate boy, I'm here for some answers", Johnny looked to Cap, "Where's Vega? And Wesker?"

Cap glared angrily, "I will not answer your questions Human Torch".

Suddenly Rainbow, Rarity and Bobby appeared behind him.

"Start talking pal! Where are Wesker and Vega?" Rainbow Dash angrily asked.

Vega noticed this from the distance, as did his allies.

"Damn, it's The Human Torch, he has some friends".

Lightning looked down angrily, "Rainbow Dash…"

Cap stared down with Johnny, neither backing down. Johnny wants answers but Cap isn't complying.

Iron Man arrived and attempted to blast Johnny but Bobby froze his canons and Rarity blasted him out of the air.

Chris and Chun Li rushed over and saw the stare down.

"Johnny Storm, you're here", Chun Li said.

"Great, distractions", Chris complained.

"We're just here to find the villains Redfield, that bastard Vega attacked a town and destroyed it with Shocker, a lot of lives being affected in the process", Johnny glared towards Cap but still spoke to Chun Li, "It's Vega's attack that led to Peter's daughter nearly getting killed, and another young girl being assaulted by Vega in more ways than one".

Chun Li looked horrified, "That monster! How could he!?" Chun Li glared at Cap, "Give us the answers we want now!"

Cap refused to speak, getting ire from the others.

Rainbow looked to the castle, "Let's just check in there, might find some answers".

"And maybe my sister", Rarity said.

That statement got Chris curious, "Your sister? They have your sister?"

Rarity nodded, "Vega kidnapped my little sister, then he slept with her. She's only a young teen as well, she wasn't ready for that".

Chris for the first time felt a little sympathy for the ponies, "Go to the castle, we'll distract The Avengers, see if Vega's there".

Johnny nodded, "Right…oh and I see Thunderlane's busy fighting The Hulk, you should let him know that his brother also got hurt pretty badly, he's alive but he's in the hospital".

Chris felt more ire, "Will do, now hurry!"

Johnny nodded and flew off with his allies following.

"I don't think so!" Cap went after them but Ryu blasted him from behind with a Hadouken.

"Your battle is with me!" Ryu shouted.

Chun Li had turned to Chris with a smile, "That's so nice of you, are you finally putting your grudges aside?"

"Let's just say I can relate to that Unicorn, I have a little sister too after all", Chris said.

Iron Man had gotten up and slammed his hoof to break the ice and glared at Chris and Chun Li.

"Let's get ready to fight", Chris said and aimed at Iron Man.

Meanwhile Johnny is on his way to the castle, which Vega had noticed.

"Dammit! They're coming!" he turned to Shocker, "Kill them!"

Shocker aimed his Gauntlets at the group and blasted at them, though the dodged out the way. Johnny and Rainbow flew up to them while Bobby bridged to them with Rarity on his back.

Vega, Shocker and Lightning each took a step back, ready to keep fighting if need be.

Johnny glared at them, "It's over, you're going to pay for what you did to Ponyville you sick son of a bitch!"

Rarity approached them, "Where is my sister!?"

Sweetie called from another room, "Rarity, I'm over here!"

Rarity almost leapt for joy, "Sweetie! Hold on darling I'm coming!" Rarity said and went to find Sweetie Belle, but Vega blocked her path.

"You're not taking her away from me, she's gonna be one of my many wives", Vega said.

Rarity glared, "Oh hell no!" she threw a punch but Vega blocked it, "Not this time you little-" Johnny interrupted with a punch of his own, striking Vega's face and knocking him back.

Vega rubbed his face, "Damn you to hell!" he lunged at Johnny and tried to stab him but Johnny punched him off and Rarity ran in to do a jumping kick.

Shocker attempted to blast Rarity but Bobby blasted him from behind with an ice ball.

Lightning went to help but Rainbow tackled her down and started beating on her.

Vega stood up from the attacks and then suddenly started blocking attacks from Johnny and Rarity. He was quick for the most part, but Rarity managed to kick him in the gut and Johnny hit an uppercut.

Vega shook it off and continued to attack; swiping his claw, but the two kept their distance and attacked Vega at every opening.

Johnny eventually blasted the claw out of Vega's hand, leaving him without his signature weapon.

"I don't need my claw to fight you!" Vega shouted and threw a punch at Johnny but he dodged and Rarity went in for a kick to the back of his hind legs, causing Vega to fall over.

Shocker continued blasting at Bobby, but he dodged the attacks and blocked with his ice and went to punch Shocker, but he sidestepped and smashed him down. He then picked him up to punch him a bit and knocked him away.

Shocker went to follow up but Bobby froze him in place and kicked Shocker back and sent icicles at him, causing Shocker to quickly dodge out the way.

Shocker aimed his gauntlets and fired again, knocking Bobby back and almost off the Balcony, but he quickly made a platform for him to land on.

Rainbow and Lightning are battling in the sky, throwing punches and kicks at each other.

"I can't believe you crossed the line the way you did Lightning! That was low, even for you!" Rainbow said.

"Don't blame me! It was Vega's idea!" Lightning argued.

"You still went along with it!" Rainbow landed a punch in her gut, "Trixie wanted to help you but it's clear you can't be helped!" she then kicked her down to the balcony, giving her a hard landing.

Rainbow made her way to her as Lightning spoke, "You don't get it, you all ruined me! I can't continue my career because of what happened at The Academy! The Wonderbotls don't want me, nopony trusts me, all because of your friends!"

She flew up to attack Rainbow but he blocked the punch, "Lightning, you need to stop blaming others, the Tornado isn't the reason your life went bad, it was your non-caring attitude. If you just apologized then maybe things would be better!"

Lightning through another punch but Rainbow dodged and punched her gut, "Everypony makes mistakes Lightning, we can forgive those mistakes, but you need to show you're sorry".

Lightning shook her head, "It's too late Rainbow, I'm with Wesker, I can't turn back now!" she tried to attack again but Rainbow blocked.

"It's not too late! Just come with us! You don't need Wesker! You just need an attitude adjustment! Trixie wants to help you! I'm sure Twilight and Peter can too!"

Lightning's eyes bulged, "Peter…?" she gritted her teeth angrily and tears formed in her eyes, "Peter!?" She then hit Rainbow with a surprise punch, "Peter nearly crippled me! I need these things on my wings to fly! He's a monster!"

Rainbow rubbed her face, "He's not a monster, he feels terrible for what he did! Even he makes mistakes but he owns up to it! Just own up to yours and you'll be fine Lightning!"

Lightning shook her head, "Never!"

She kept battling Rainbow, who grew a bit more reluctant as it went on. The others were right; she's not evil, just misguided. She needs to help Lightning Dust, for the sake of their old friendship.

Johnny and Rarity battled Vega inside the castle, passing by Sweetie Belle who looked on in awe.

"Just knock him out and free me! Quick!" Sweetie said.

Johnny turned to Sweetie and then to Rarity, "Go get your sister! I'll deal with this creep!"

Rarity nodded and approached Sweetie Belle, which Vega noticed.

"No! I will not let you!" he punched Johnny away and then grabbed Rarity and hit a strong German Suplex on her. Johnny went to attack Vega but he kicked Johnny hard in the chest and then punched him back.

Rarity was in some pain after that German but she had to rescue her sister, so she pulled herself up and went to Sweetie, "I'm coming Sweetie Belle".

Vega continued to punch Johnny and then turned to Rarity, "I said you're not taking her! She's mine!"

He went to attack again but Johnny tackled him down and started attacking him.

Rarity approached Sweetie and freed her from the leash, making Sweetie happy.

"Rarity! You came for me!" she hugged her sister, who graciously hugged back, "Of course I did, I am your big sister and I will always keep you safe".

Vega glared, "No!" he punched Johnny off and went after Rarity, "I'll kill you!"

Rarity then struck Vega hard in his face with an actual punch, knocking him towards Johnny with a mean kick to his face.

Vega fell over, a bit dazed and looked to see Rarity trying to escape with Sweetie Belle, "Get back here!"

Vega elbowed away an oncoming Johnny and pursued Rarity and lunged at her to grab her in a neck lock, "If you want your sister so bad, then join my harem my dear, you can be with your sister for ever as I rule as King! The King of all Beauty!"

"Never!" Rarity shouted and struck Vega hard in the gut and did another strong punch.

Rarity gestured for Sweetie Belle to start moving while Vega continued to pursue them. During this, Johnny went to attack again but Vega kicked him back, but that didn't' stop Johnny from continuing the attack.

As Bobby fought Shocker, he eventually saw that Rarity and Sweetie Belle escaped from the castle, so he froze Shocker's feet and went to follow them so he could protect them.

Shocker eventually broke free and noticed the situation, "Dammit, they're escaping!" he looked to the side and saw Vega's claw, "He'll be needing that!"

He picked it up and looked for him in the castle. He saw Johnny battling Vega so he used the Gauntlets to blast Johnny away, "Vega! They're escaping! Take this!"

Shocker tossed the claw to Vega, who put it on quickly, "Thank you my friend".

"Quick, go! I'll deal with The Human Torch!" he then blasted Johnny again while Vega pursued Sweetie Belle and her saviors.

Bobby approached Rarity, "Hey, you doing ok there?"

"Yes, thanks dear", Rarity said.

Vega rushed in and was able to slash Bobby from behind, causing a lot of pain for him, and then slashed Bobby again, this time across the shoulder.

"Bobby!" Rarity shouted and tried to attack Vega but he sidestepped and slashed her back hard, causing Rarity to fall over.

"No! Rarity!" Sweetie shouted.

Vega licked his claw and turned to Sweetie, "You're not going anywhere".

Just then Rainbow Dash had tackled Vega down and punched him, "This is for hurting my friends you bastard!"

Vega then punched Rainbow off him and slashed her stomach, causing her to kneel over in pain. Lightning Dust flew down to confront Rainbow again but saw that Vega had her down.

Vega turned to Lightning, "Grab Sweetie Belle and get her back into the castle, she is not going anywhere!"

As Lightning went to grab Sweetie Belle, this time Johnny arrived and tackled Lightning down and turned to Vega, "Gonna take you down pretty boy".

Vega glared, "I've had enough of your brashness, I will eliminate you right now!"

Vega rushed in to attack Johnny but he dodged and kicked Vega and blasted him with fire a bit, knocking Vega to a wall.

Johnny charged another fire blast but Shocker had arrived to blast Johnny away. He then blasted Bobby, Rarity and Rainbow Dash.

"You're not winning today you bunch of chumps", Shocker said.

Johnny got up and got ready for more, "We'll see about that bros".

Johnny continued to battle against the villains, with his allies joining in, the battle heading into the center of town and joining up with the other battle between Capcom and The Avengers.

Vega attacked an oncoming Johnny with a kick and ducked an attack from Chun Li, who he then slashed across her shoulder.

Black Cat jumped to kick Shocker and dodged a slam from The Hulk. Ryu rushed in to hit Hulk with a Shoryuken and then blocked a punch from Cap and kicked him away.

Thor blasted Dante and then attempted to blast Bobby, but he dodged and hit Thor in the face with a ice ball. Bobby was then attacked by Vega with a side kick to his head.

Chris fired at Shocker but he rolled through and blasted Chris with his gauntlets, then blasted Thunderlane, Spencer and Felicia. Rarity however managed to run in with a strong kick to Shocker's head.

Iron Man flew up and blasted everyone one sight with his Repulsor Blasts, hitting all the heroes and causing some damage to them.

This continued on, with the villains starting to get the upper hand and over powering the heroes. Having The Avengers on your side certainly helps.

Vega had stood over the fallen Johnny Storm, his claw in his hoof, ready to make the final blow.

"Time to die Human Torch".

Before he can attack, he heard a voice shout, "Hold it right there!"

Vega turned to see Peter standing at the gates, looking to be in the foulest mood of his life.

Vega grinned, "Peter Parker, I missed you in Ponyville, your friends said hello though".

Peter looked furious, "When I get my hooves on you Vega, I am gonna tear you apart!"

Vega did a 'finger wag' motion, to the best of his ability since he has hooves, "Now, now, Peter, that isn't very hero like to say".

Peter seethed in anger, "Vega, you went to my hometown, had your friends destroy everything, including homes and lives of many ponies, you spilt their blood! You left many in critical condition, barely still breathing!" he walked forward, "You attacked my friends, you attacked the colt I took in, you…you even attacked my daughter, my little girl, my Mayday!"

"Mayday…ah I remember that one, something about her not wanting me to attack her 'Big Brother', right before I slashed her across the stomach", Vega taunted.

Peter's pupils shrank, his rage intensifying, "I swear to God, I'll kill you for that".

Vega chuckled, "You? Kill me? If there's one thing I know about you is that you never go in for the kill Spider-Man".

Shocker stepped up, "Yeah, we can see your bluff, you didn't even kill goblin after he killed that skanky ex of yours".

Peter twitched angrily, "Watch yourself! You're in just as deep for what you've done Shocker!"

Hulk then approached the situation there, ready for something to go down.

"Tell me Peter, how is that young Apple girl? I hope she's not too sore after what I did with her. I believe she looks up to you, since that's the only reason she even bothered standing up to me", Vega tapped his chin, "In fact if I recall correctly, she called your name for help when I had her, but you weren't there", he shook his head in a mock sympathy, "Poor little girl, you just couldn't help her", he grinned evilly, "But I'm sure you're used to that by now, right Spider-Man?"

Peter had enough, he rushed in to attack Vega but Hulk stood in his way, "Hulk Smash Bug Man!"

Hulk threw a punch but Peter effortlessly blocked it, much to the surprise of Hulk and those around Peter.

Peter grinned evilly at The Hulk and then punched him hard enough to send him flying across town and through a building. When the dust settled, Hulk was out and reverting back to Bruce Banner.

Vega turned to Peter, surprised at what he saw, as was Shocker. Lightning's fear of Peter grew by the second, he looked violent. The Capcom heroes, who were still down a bit from the fight, looked on in awe. Sweetie Belle was also taken aback by what she saw. Thunderlane and Felicia couldn't believe their eyes; Peter effortlessly took out a creature that gave them such a hard time.

Even The Avengers seemed to be in shock at how easily Peter dispatched The Hulk. Johnny and the others looked pretty frightened by his power too; just grateful he's on their side…at least they hope.

Peter glared angrily at Vega, who looked to be a bit concerned at this situation, he knew Peter was strong but not that strong. However Vega knew this would happen, if you mess with the web, the spider will bite. And this Spider had a bite deadlier than poison. For in Peter's heart and mind, was nothing but pure rage to Vega.

One of them would probably die, whether it be Vega or Peter, they were about to find out very shortly.

Author's Note

Peter's out for revenge. Watch out Vega, he's coming for you.

Settling the Score

Tensions filled the air at The Crystal Empire. Peter and Vega were glaring at each other intently, Peter felt rage while Vega was thinking over strategy.

Vega knows that strength wise, Peter has him beat, and Peter may be faster, but Vega has the numbers advantage, plus he knows if he could get him to make a mistake, then he's got him right where he wants him.

For now he can let The Avengers try to wear Peter out, let them attack first, then he can rush in and pick up the scraps. Wesker may want Peter alive, but accidents do happen. Plus Vega considers Peter to be a waste. Vega can handle whatever Peter can and he doesn't want the competition when it comes to being the king, Vega considers himself to be the best, better than Peter Parker.

Shocker looked a bit concerned, the fact that Peter so easily dealt with The Hulk shows that Peter means business this time around. He's gotta trust that Vega has a good plan for this.

Peter's glare at Vega did not let up, he was furious and was about ready to attack. Vega kept a good eye on Peter, his claw ready so if Peter moved at him, he can take him down with a swipe.

However, before Peter can attack Vega, Captain America jumped in and tossed his Shield at Peter, though he whacked it away and rushed in to beat down Cap and toss him against a wall. Iron Man flew in and tackled against Peter, but he punched Iron Man back and webbed him and slammed him against another wall.

Thor tried slamming his hammer down on Peter but he dodged and did a strong spin kick to Thor's face, knocking him a little wobbly and then uppercutting him away.

This is when Vega went to attack, while Peter was distracted he ran in to stab him. Unfortunately Peter turned around to block the claw and stared into Vega's eyes, hatred seeping through and bringing Vega a degree of discomfort. Before Peter can attack, that's when Shocker rushed in to blast Peter with his gauntlets, though he jumped out the way and rushed in to attack Shocker.

Vega then intercepted and slashed Peter on the sides and then kicked him back, leaving him open so Shocker can blast him back with The Gauntlets.

Peter got up and was then ganged up on by the three standing Avengers, who attacked him several times as Vega and Shocker stood back, waiting for their moment to strike. Lightning watched from a distance, not wanting to get too close to Peter.

Peter managed to fight The Avengers off but Vega then rushed in and slashed at Peter a few times and kicked him back as Shocker went in for a punch that turned into another Gauntlet blast.

Johnny started standing up, "Hold on Pete, I'm coming!" he flew in to attack but he got whacked away by Thor's hammer. Rainbow Dash also stood to help and tried flying in but Iron Man zapped her away.

Dante took this opportunity to blast both Thor and Iron Man with his demon magic, but Cap threw a shield at his face, knocking him a bit wobbly and then rushed in to whack him a few times with the shield and kicked him back.

Chris tried to attack Cap but he dodged and then kneed Chris in the head and bashed him on the back with the shield.

Peter stood and went after Vega again, though Vega flew away to keep his distance, but Peter wasn't gonna take that. He started firing webbing at Vega, causing him to zig zag around and then flew in to slash Peter, but Peter had dodged and punched Vega to a wall.

Vega held his sides in pain, Peter packed quite a blow with that punch, now he sees how Peter knocked out The Hulk, though he hopes Peter used up a lot of his strength doing that.

Peter rushed in again to attack Vega but he rolled out the way and went for another slash but Peter parried the attack and punched Vega hard in the gut and then kicked his face to knock Vega down.

Shocker shot his gauntlets blast again but this time Peter dodged and web Shocker's wrists and then pulled him to slam him again a wall, then pulled him in for a punch that knocked him back to that same wall, going through it.

Vega stood up and went to attack Peter again but Peter side stepped and kicked Vega in the gut and elbowed him down, causing pain and irritation.

Lightning looked worried, she wanted to help Vega but she was too afraid to go near Peter, not wanting to risk him hurting her again. She then remembered that Tron had given her, Vega and Shocker some guns. Since Vega is more skilled with his claw and Shocker with his gauntlets, they never used their weapons. Lightning figured it'd be the best way to attack Peter from a distance.

She flew back into the castle quickly and grabbed the AK. She proceeded to fly back to the battlefield, where Vega is still trying to attack Peter, but little to no luck. Lightning then fired the gun angrily at Peter, though the bullets did nothing to phase him, not to mention she was lousy with a gun. In fact it only succeeded in fueling his rage.

Peter turned to Lightning, with a look of anger and hatred in his eyes. Lightning started freaking out and fired again but Peter dodged through the bullets and had appeared in front of Lightning in the blink of an eye. He then whacked the gun out of her hooves and grabbed her to press her against a wall.

"I told you last time to end this, I thought breaking your wings would be enough, obviously I haven't done enough damage", Peter said with the coldest voice as Lightning started hyperventilating.

"Hey I'm just doing my job, can you blame a pony for that?" Lightning nervously asked.

"Was attacking my home town part of your job!?" Peter angrily asked, getting in her face, causing her to shut her eyes from the intimidation.

"In a way...it was nothing personal", Lightning tried explaining, though sounded unconvinced herself.

Peter did a light evil chuckle, "Oh, nothing personal huh? Well then, since you're a villain, and MY job is to stop villains, I'm sure you won't take it too personal when I have to beat you down. In fact maybe I can have a little fun, I'll break your ribs one by one, see what different sounds they make!"

Before Peter could do anything, Vega jumped at him, "Don't you dare hurt her!" he impaled Peter in the shoulder. Peter angrily grabbed Vega's arm and tossed him away.

"Doesn't feel so good to have your friends in danger you bastard!" Peter rushed in for a punch but Vega managed to sweep Peter's legs and bring him down and then stabbed down but Peter moved out the way in time, though wasn't able to dodge Vega's kick, knocking him back a bit.

"The difference between your friends and mine is that my friends are actually worth something, if your hometown couldn't stop the three of us then they're obviously weak fools who don't deserve life!" Vega shouted.

"One of them was my DAUGHTER!" Peter went to punch again but Vega dodged and want for an elbow, though Peter blocked and Vega quickly jumped back to avoid a punch.

"Your daughter's a brave filly I'll give her that, but she is also very foolish! I guarantee if she did that to Wesker or Vergil she wouldn't survive at all! That's assuming she doesn't die from what I did to her, not that I care about your foolish family", Vega taunted.

Peter let out a loud angry yell and rushed at Vega, who got into a defensive position against Peter, ready to finally finish off the hero.

Meanwhile in Ponyville, Twilight was sleeping in her bed, very much at peace. She started to wake a little and opened her eyes, still drowsy, she saw that she was cuddled with Future Sweetie Belle. Twilight looked confused and sat up a little, trying to recollect what happened earlier.

She was cheering up Peter after the assault, then started kissing him, she then allowed Future Sweetie to join in and then things got serious. Now she realized one important thing...where was Peter?

"Peter!?" she looked around, but no sign of him, she started shaking Future Sweetie, "Sweetie Belle, wake up!"

Future Sweetie grumbled in her sleep, "Five more minutes".

Twilight groaned a bit, that's a phrase that's really gotten on her nerves; whether it was Peter who said it or Spike, even Rainbow Dash. Twilight then solved this the way she usually does.

She took a deep breath and shouted at the top of her lungs, "WAKE UP!"

Future Sweetie's eyes shot up and yelped a bit in shock as she threw a punch at Twilight, knocking her off the bed. Future Sweetie was breathing a bit rapidly, still a bit startled from the wake up, then realized she had knocked Twilight off her bed.

"Oh crap...", she nervously looked over the edge of the bed, "Twilight?"

Twilight had stood up and angrily looked Future Sweetie in the eyes, causing Future Sweetie to fear for her own health. Twilight looked ready to cause her some pain for that.

"Sweetie Belle..." Twilight said, annoyance obvious in her voice, causing Sweetie to freak out a bit.

"Um...accidents happen?" Future Sweetie said with a nervous chuckle. Twilight did a light disapproving growl, causing Future Sweetie to back up and cower, "Please don't hurt me!"

Twilight let out a sigh, "Forget it, let's just find Peter, he doesn't seem to be here".

Future Sweetie also noticed that, "Yeah where is he?" She let out a worried gasp, "Do you think he went after those villains?"

Twilight realized that possibility, "I swear if he went off by himself..." She let out a frustrated growl, "Why does he feel the need to do things by himself like this!? He better be at the Hospital visiting friends or something because if he went by himself to fight that group of terrorists I'm gonna give him an ear full!"

Future Sweetie looked nervous for Peter, Twilight is pretty scary when mad.

"Let's just go check, maybe he wanted to check on Mayday and Rumble, you know how worried he gets", Future Sweetie assured.

Twilight nodded, "Right, wash up and let's go".

Sweetie got off the bed but felt some pain, "Ow, I'm feeling a bit sore".

"Yeah, same here, Peter was pretty rough during that session", Twilight said.

"Peter didn't rough me up...at least not that much, it mostly came from you, you're a wild animal in bed Twilight", Future Sweetie said.

Twilight scoffed, "Don't act like you didn't like it, you screamed my name as much as you screamed Peter's, besides it was my first time with a mare, and I actually enjoyed it a bit".

Future Sweetie wasn't sure if she should feel complimented or worried, "I'm flattered, I think...I liked it myself".

Twilight got in her face, "Just don't go around telling everypony, otherwise the next get together you and I have will be a very painful one".

Future Sweetie cowered before Twilight, she wouldn't dare cross her, very few would, "Yes Princess".

Twilight had a satisfied smile from that while Sweetie continued to look worried. Is this what Peter goes through on a daily basis? She commends Peter for braving a mare as pretty and scary as Twilight.

Meanwhile Logan had returned from the Everfree forest, but had no luck in finding Laura, much to his concern. He figured he could go into town as ask help from some Pegusai, though he wasn't sure if he could trust them near Laura. He could ask the Elements to help, but considering Laura attacked Fluttershy, that would be a tough task. He decided that asking the Parker-Sparkle Family for help was probably the ideal answer, since they're the few he can definitely trust on this situation.

He went into town and saw the destruction the town went though due to the attacks from Vega, Shocker and Lightning Dust, "Holy shit, what happened to this town!?"

He looked around and saw the destruction, wondering where it had come from. He believed this could be the work of Wesker and his allies, causing some ire from Logan. He wondered how many innocent ponies were attacked from this assault, he hated the idea of any pony in this town getting hurt.

He then had a major worry, "Trixie! Rumble! Mayday!"

He rushed over to Sugarcube Corner, noticing that it took some damage from Shocker's Gauntlets, not a lot though. He looked inside and saw The Cakes baking their goods. Though instead of the usual cheerful demeanors the couple brought, instead they seemed sad and worried.

"What happened!?" Logan shouted.

Mrs. Cake turned to Logan, "It was awful, a trio of ponies came to this town, they attacked so many of the towns ponies! Even Pinkie!"

Mr. Cake spoke next, "Right now everypony is at The Hospital, it was a scary sight".

"Thanks for the info, and sorry about your shop, but I gotta check to see if my friends are ok", Logan said and rushed off.

He arrived at the Hospital and saw Twilight and Future Sweetie enter the front door, "Twilight! Future Belle!"

The two looked to Logan as he ran towards them, Twilight looking relieved, "Logan! You're ok!"

She ran toward him and wrapped him in a hug, "When we didn't see you I got worried".

"I'm fine, I'm glad you both are, but what happened!? I had been in The Everfree Forest for the last few hours", Logan said.

"Vega, Shocker and Lightning Dust happened, they came here and attacked a bunch of ponies, knowing full well Peter was gonna be in Manehattan", Twilight explained.

"So they came here to leave a mark?" Logan asked.

"Yes, and to make sure we stayed in Manehattan long enough, they sent that lunatic Deadpool after us".

Logan groaned, "Oh God, Deadpool's in this world? I'm gonna lose my freaken mind", he shook it off, "Anyway how bad is the damage? Where's Trixie? And the foals?"

Twilight's saddened demeanor worried Logan, he expected the worse now, though he wouldn't like the answer.

"They all got hurt. They found scars on Trixie's stomach, Rumble's face, even across Mayday's body. Vega attacked them all, he drew their blood like he wanted to. Vega also attacked Applejack and left her full of scars", Twilight explained.

Logan looked upset, he hated the idea of Trixie or Mayday getting hurt, and Rumble to an extent. He hasn't fully grown on him but he's still a young kid.

"Shocker added insult to injury by blasting them with those Gauntlets, he even hurt your friend Remy with them", Twilight said.

"...Any other victims I should know about?" Logan asked, bracing himself for the worse.

Twilight hated this part but knew he had to know, "There's also Apple Bloom, a girl who Vega...he did something horrible...I mean really horrible..."

Logan's eyes widened, "Horrible how!? What did that fucker do to Apple Bloom!?"

Twilight took a breath, "She simply said he hurt her in the worse way, between the scars from his claws and...doing things he shouldn't be doing with a pony that young..."

"He...forced himself on her...didn't he?" Logan asked.

Twilight's lack of answer was all Logan needed to understand this situation. He felt a fury like no other, the fact that Vega would go this far really irked Logan. But no more, he wanted revenge, he was gonna avenge his fallen friends. He was ready to kill for this now.

"Where's Peter?" Logan asked.

"We're not sure, he's probably in The Hospital, I hope he's checking on patients", Twilight said.

"He's not", they heard a voice say. They turned to see Trixie standing there with Spike and Janet.

"What are you three doing out of bed? You should be resting!" Twilight said.

"We're fine Twilight, we can handle a few cuts and bruises", Spike explained, "Applejack and Remy are up and at 'em too, though Applejack is just watching over Apple Bloom, and Remy is doing his best to help with everypony else".

"Johnny's not here either, I think he left with Rainbow Dash, Rarity and Bobby to find the villains", Janet said.

Twilight looked to the side a little, "At least Peter's not alone", she spoke up a little, "Thanks for the info, now return to bed please".

"Twilight we're fine, sure I have a scratch on my back, but I'm a dragon, I can handle it", Spike said.

"I merely have scratch across my stomach area, and I have recovered from Shocker's attack", Trixie said.

"I'm an Avenger, it's gonna take more than scratches and explosions to take me down", Janet said.

Twilight sighed, "Fine then, I suppose we should capture those villains though", Twilight said.

"They're probably at the Crystal Empire, problem is when is the next train coming?" Logan asked.

Future Sweetie had an idea, "Why a train?" she looked to Twilight, "Didn't you and Peter build a mode of transportation?"

Twilight tapped her chin then realized, "That's right!" she gestured to the others, "Follow me!"

Twilight led them to the Library and activated a button in which a pathway leading to The Lab opened, amazing the other ponies.

"You have your own lab?" Janet asked.

"Yeah, me and Peter made it for our experiments, it's good for Peter, gives him a hobby outside of Super Heroics", Twilight said.

They all looked around the lab, all the chemicals and whatnot, looked impressive. Logan looked around a bit before something caught his eye, "Is that...Parker's strong armor?"

Twilight saw that Logan noticed the 'Ends of the World' armor, "Yeah, he rebuilt to suit his pony form it in case he needed to use it again".

Logan grinned, "Maybe he can use that to take out Wesker and his jackass friends".

Twilight then found what she came here for, "Here it is everypony", she gestured as they turned their attention, "The Spider-Mobile!"

Before them was the vehicle that Peter and Twilight had built, based on the Spider-Mobile he's used in New York on occasion.

They all looked impressed by it, especially Logan.

"Wow, you helped him build this thing? Impressive, most ladies ain't really into this type of stuff. Parker's a lucky guy to have you Twilight".

"I consider myself just as lucky to have Peter, now let's hurry, Peter's probably in danger", Twilight urged.

"Right, who drives?" Logan asked.

Twilight thought a moment, "Think you can, you probably have more experience with things like this", Twilight suggested.

"Right, hop in everyone!" Logan urged.

"Technically in this world it's 'everypony'", Spike corrected.

Logan glared, "You wanna get on my bad side?"

Janet stepped in front of Spike a bit defensively, "Back off Logan!"

Logan raised his eyebrow then sighed, "Like I care anyway, come on inside the car!"

Logan got in the driver's seat with Twilight riding shotgun. Trixie, Future Sweetie and Janet sat in the back, with Janet grabbing Spike and holding him like a teddy bear.

"Put your seat-", Logan stopped mid sentence when he noticed that Spike was being held by Janet.

"Something wrong Logan?" Janet asked. Twilight also noticed and looked curious, but now's not the time to question this. Logan also knew that and simply finished his statement, "Put your seat belts on!'

Everypony obliged to his request, buckling up as Logan opened the garage door drove out the lab area and went past the Hospital, where Remy was outside and called to them, "Where you going mes amis!?"

"Crystal Empire, watch over things here Remy!" Logan ordered.

"Keep an eye out for Mayday and Rumble, and make sure Applejack keeps a leveled head, especially with this Apple Bloom situation", Twilight said.

"Sure thing Princess, I'll keep Applejack safe and your kids will be under mah watchful eye", Remy reassured.

"Also keep an eye out for Laura, and make sure Fluttershy's alright, she should be getting her wounds treated hopefully", Logan said.

"She's in the hospital, she's using Vega's attack to cover up what Laura did", Trixie said.

"Good, I want to personally deal with Laura", Logan said and sped away, en route to the Crystal Empire.

Back in the Empire, Peter and Vega are still engaged in battle, it lasted a good long while, though both still had plenty of fight left. Vega attempted to slash Peter but he dodged them and punched Vega a few times and knocked him to a wall.

Shocker went to help but Rainbow Dash managed to tackle him down and pound on him. Shocker elbowed Rainbow off and aimed his gauntlet but Johnny blasted him in the face with his fire.

Vega rushed at Peter again but Peter had kicked Vega under his chin, knocking him up and back but Vega rolled through and then rushed in and got a few slashes in on Peter.

"You're a waste of life Spider-Man, I don't know why Wesker wants you alive but once I'm done, I will be the one that will rule as a God! I will find the means of Eternal Youth! My beauty shall last forever, and all will bow to me and my wonderful wives", he grinned a bit, "Perhaps I can take Twilight Sparkle as one of them, after I kill you of course".

Peter growled and punched Vega back, but Vega rolled through and flew in with and impaled Peter with his claw through his chest, drawing a nice amount of blood and then punching him down.

Vega looked at the blood on his claw, "I hear your blood is radioactive, perhaps your powers are transferable through this blood", he licked the blood off slowly, having a satisfied smile after he finished, "Nothing like tasting the enemies of your blood to make you feel like the most superior fighter".

Vega then started to ponder a bit, "Speaking of which, maybe after I kill you, I'll kill Ryu and Chun Li, I do have my own little history with them".

Peter shook off his wounds and looked angrily to Vega, "You're a sick bastard, you know that? By the way radioactive blood is poison"

Vega kicked Peter hard in the face for that, "Be quiet, I'm not falling for that. You are nothing but a filthy commoner, a lowlife, just like your friends, and that Apple pony. Her only redeeming quality is the fact that she's at least attractive, very fit too".

Peter rubbed his face, "What, her sister wasn't enough to satisfy your urges!?"

"Sister? Oh right, the one with the bow", Vega said.

Peter glared, "You hurt her, you did horrible things to her! Do you not have any remorse for your actions!?"

"I had my reasons for doing what I did Parker", Vega said.

Peter glared, "What reason could you possibly have for doing what you did!?"

Vega huffed, "I was teaching her a lesson in respect, I was teaching her if she does stupid stuff like that, she's gonna get hurt", Vega flipped his hair, "She could have had worse Parker, she could be dead. She should be thankful she's still alive".

Peter couldn't believe this, Vega was justifying his actions, "You caused her mental trauma! You can't justify that!'

"She'll get over it; if she can't then she's weak and doesn't deserve to live. Maybe I should just kill her then, unless she wants to be one of my women in the future. She looks attractive now, just wait til she's a bit older, she'll be an eye catcher for sure".

Peter had enough, "That's it!" He rushed in and punched Vega hard, "I'm gonna take you down in honor of my friends!" Peter started assaulting Vega with his punches and then punched him hard to a nearby house.

Shocker tried aiming his Gauntlets to attack Peter but once again he's distracted thanks to Johnny. Also nearby The Capcom Heroes, their allies, Bobby and Rarity are still fighting The Avengers, or at least the three still standing.

Despite there being three, they were able to handle themselves pretty well, proving much to all of them, except Ryu, Chris and Dante.

Ryu and Cap continued their little battle, Chris opened fire at Iron Man and Dante clashed his sword with Thor's hammer.

Back with Peter, he had caused a lot of damage to Vega and punched him again, this time Vega landed near Sweetie Belle.

Vega got up a little and noticed the scared Sweetie Belle approaching him, with tears in her eyes, "Vega, please stop this, you don't have to continue being evil, you can reform and become a good guy. I know there's some goodness in your heart, you just need to work hard on releasing that goodness".

Vega spat some blood out of his mouth, "Sweetie Belle, you need to leave your fantasy world. There is no goodness, there is only evil, it exists in all creatures", he looked to Peter, who approached with glowing angry eyes, "Even in Spider-Man".

Peter got closer and dodged a desperate attack from Vega, giving him the opportunity to kick his ribs and stomped hard on his back.

Sweetie looked concerned, despite her being angry at Vega; she couldn't help but have her mixed feelings. On top of that Peter is acting a lot differently than normal; he seems to have some darkness within him.

Vega got up and slashed Peter in the face but Peter retaliated with a few punches. At this point both were trading blows, shedding blood, it was a war. Something within Sweetie starting to twist and turn, she felt confused, angry, scared, and suddenly she felt sick.

Sweetie started getting dizzy and fainted on the ground, which Rarity noticed.

"Sweetie Belle!" she rushed over to her, with Bobby following to cover her. Rarity checked on her little sister, "Sweetie Belle, what's wrong? Answer me!"

Sweetie stood up slowly, keeping her face down.

"Sweetie, answer me, please!" Rarity pleaded.

Sweetie then looked up, her eyes glowing a demonic red, her horn also glowing, giving off an evil aura.

Rarity looked confused, "Sweetie Belle? What's going on?"

Sweetie then blasted Rarity back, and then she immediately blasted Bobby, both getting knocked some yards.

Rarity rubbed her head and noticed her sister still showing off her demonic glow, "Sweetie Belle! What has gotten into you!?"

Sweetie stood angrily and shouted loudly, her own little battle cry before focusing on Johnny Storm, "Die!" she then blasted him out of the sky.

Rainbow noticed the situation, "What's going-WHOA!" Rainbow herself got blasted by Sweetie Belle, who let out an evil chuckle.

"I will destroy all of you!" Sweetie shouted and started blasting at Johnny and Rainbow, her attacks showing a lot of demonic aura.

Peter noticed the situation, "Sweetie Belle!? What are you doing!?"

Sweetie turned to Peter and blasted him as well, knocking him back towards Vega, who slashed Peter down.

When Johnny and Rainbow tried to help, Shocker arrived and blasted his Gauntlets at the two and turned to Spider-Man, "Time to squish the Spider".

Lightning also noticed and flew over to Spider-Man, though maintained a distance just in case.

Sweetie blasted Peter some more, even levitating him and slamming him against some walls. Vega rushed in and slashed Peter a bit while Shocker punched him, neither letting up; they really gave it to him. Shocker had then blasted Peter through a wall, causing Peter an extra degree of pain.

Peter tried crawling towards the villains, but Lightning flew over to him and started kicking him a few times, "Ha! You're not so tough! I'll teach you to mess up my wings!"

Chun Li noticed this from the distance, "Oh no, Spider-Man's in trouble!" She rushed over to him despite her teammates calling her back.

Dante however caught a glimpse of Sweetie Belle and her demonic abilities, "Something's up with that girl, her magic is too familiar to me…it feels like demon magic".

Dante wanted to go check it out but he still had Thor to deal with, so he had to fend off Thor while figuring out that Sweetie Belle situation.

Chun Li rushed over to Spider-Man and the villains but Sweetie had zapped her with some demonic energy and then blasted her away.

Peter coughed up a little blood, "Sweetie Belle…snap out of it!"

Sweetie angrily turned to Peter, "We will kill you Peter Parker!" she continued to attack him while the other villains started to beat him down. Vega, Shocker, Lightning Dust and Sweetie Belle were assaulting Peter, leaving him with bruises and cuts, blood everywhere.

Peter was almost afraid to fight at this point out of fear of hurting Sweetie Belle. Vega knew this, which means an easier time dealing with Peter, hoping to finally defeat the Spider.

The group kept their assault, attacking him, punching him, kicking him, and leaving him a mess, bruises and cuts everywhere. Eventually Vega had enough, "Shocker, Lightning, hold him in place".

The two obliged and held Peter, one on each arm. Vega licked the blood off his claw and aimed, "Time to die Peter".

Sweetie charged her magic, also ready to deliver the death blow to Peter, but before anything could happen, the Spider Mobile came rushing in through the gates, going past the battlefield and parking near the villains.

"Wow, that turbo was fast", Twilight said, feeling a bit woozy from the speed.

Logan hopped out of the car and glared at the villains with his claws out, "Back away from Parker!"

Lightning quickly made a distance, though Shocker wasn't as intimidated, he was ready for a fight.

Spike and Janet left the car and glared at Vega and Shocker.

"We have a score to settle with you", Spike threatened.

Vega rolled his eyes, "Great, you're still alive".

Trixie also left the car, not saying anything, just glaring at the villains. This caused some more confliction from Lightning Dust.

"It's Trixie again, surprised she's already up from that assault, she's tougher than I thought".

Future Sweetie also left the car, confusing the villains, they hadn't seen her before.

"Who's that? She looks like Sweetie Belle", Lightning said.

"Yeah, a grown up version of Sweetie Belle, and it looks like she went into Black Cat's closet", Shocker said.

"I am Sweetie Belle, from an alternate future", Future Sweetie said.

Vega looked intrigued, then had a grin, "I knew you would be even more beautiful as a mare, maybe I won't have for wait for this Sweetie to grow up".

Future Sweetie turned to Twilight while pointing to Vega, "Is that the creep that kidnapped this timeline's me?"

Twilight nodded, "That's him".

Future Sweetie glared, "You have some nerve kidnapping me and…wait", Future Sweetie had noticed modern Sweetie, "There she is…or there I am".

The others also noticed Sweetie, but also noticed the evil in her eyes, it concerned them.

"Sweetie Belle? What happened?" Twilight asked.

Modern Sweetie just did a smug stare, "Twilight Sparkle, I'm coming for you next".

Twilight glared at Vega, "What did you do to her!?"

"Ask Vergil, he put some devil in her, I guess it finally possessed her", Vega explained.

Logan growled, "Damn that Vergil", he looked to the villains, "First things first, we're gonna teach you a lesson for what you did to Ponyville!"

The others stood by Wolverine, ready for a fight. The villains didn't back down, though Lightning still kept a distance, mainly from Peter.

Shocker made the first move by shooting a blast that caused the group to separate, allowing Modern Sweetie to pick them apart with her blasts, first Spike, then Twilight, then Logan, then Trixie, even her Future self.

Shocker went after Wolverine and started attacking him with strong and quick punches and then blasted him with the gauntlets.

Twilight went to attack Shocker but Modern Sweetie attacked her a few times with her magic. Future Sweetie then grabbed the younger Sweetie, "Hey snap out of it younger me!"

Modern Sweetie hit Future Sweetie with her elbow and then blasted her back as well.

Spike and Janet went after Lightning with a few punches but Lightning was able to block them and punch them both back. Spike shot fire at Lightning, with her barely dodging and then going in to punch Spike.

Janet shrunk down and fired some blasts at Lightning, causing her some pain and annoyance, allowing Spike to rush in with a punch.

Lightning shook it off and went to attack again but she got knocked down from a double team attack.

As Lightning was trying to get up, Trixie approached her, "Still think this is worth it?"

"What do you want from me Trixie!?" Lightning shouted.

"I want you to stop this senseless fighting, you shouldn't be mixed in with these scoundrels, you could be so much better!" Trixie urged.

Lightning looked confused, why is Trixie so concerned for her? She doesn't even know her.

"Why are you doing this? Why do you want to help me!?" Lightning asked.

"Like I said, I know what you're going through, I've been there. If Vega or Wesker found me before Peter did, I would probably be in your situation, not knowing what I was missing. I'm grateful for my life now, you deserve that chance", Trixie urged.

Lightning felt some confliction, should she chance joining Trixie and her family, or stay with her friends?

During this struggle, Trixie was suddenly slashed on the side by Vega and then he kicked her down, "Foolish mare, do not attempt to sway my ally!"

Lightning looked a bit annoyed from that, "Vega, come on, maybe she's right! Let's just call a truce and end this, this fighting isn't getting us anywhere".

Vega glared at Lightning, "If you even think of betraying us, you'll regret it, their life is not for you. You'll be a lot safer with us".

At this point, Future Sweetie jumped at Vega and started attacking him, "You miserable pony! How dare you do this!"

Vega knocked Future Sweetie back a little but she went in again and did a few strikes and a hard kick to his head, "That's for taking the younger me hostage!" she then punched him hard, "And that's for sleeping with the younger me!"

Vega glared and slashed Future Sweetie across her shoulder, though almost regretted it, "Don't make me hurt you. You're very beautiful, you can easily join me, and I can give you what your heart desires".

"Not interested!" Future Sweetie said and then went in to attack, with Vega countering and their blows matching.

During the fight, Vega did a leg sweep and then stomped down on her stomach and pressed his hoof down, "Are you going to surrender!?"

Peter then tackled Vega and started attacking him again, "Don't you hurt my friends!" he then tossed him against a wall.

Meanwhile Twilight is still engaged with Sweetie Belle and had even blasted her down reluctantly and pinned her down, "Maybe I can remove this demon from her-", Twilight was interrupted when Shocker had blasted her from nearby.

"Hey! Your fight is with me!" Logan shouted and attacked Shocker a bit and even cut him a little with his claws. Shocker retaliated with a few punches and then blasted Logan off. He ran in and jumped up and tried to do a down punch blast but Logan moved out the way the last second and then attacked Shocker with a strong strike.

Vega continued to attack Peter with his claw and even slashed him hard enough to stun Peter, and then hit Peter with a German Suplex. He went to finish off Peter but Chun Li rushed in and kicked Vega back.

Vega grew frustrated with the constant interference, "Iron Man! Make yourself useful and blow drop some bombs or something, kill all of them!"

Before Iron Man can follow on that order, Spencer grabbed him with his arm and slammed him down hard.

Chun Li called to Dante, "Dante, come quickly! I need your help here!"

Dante rushed over to Chun Li, "What is it?"

"That filly there is being controlled by demon magic or something, I think Vega mentioned your brother, think you can help her?" Chun Li asked.

Dante looked to the evil Sweetie Belle, who was busy zapping at Twilight.

"Sure, I can handle that", he said with a confident smile.

Thor went to attack Dante but Chun Li shot a Kikoken to keep him back, "Hurry, I'll handle Thor for now!"

During that, Dante approached Sweetie Belle, "Ok you strange little unicorn girl, let's get that demon out of you".

As he approached her, she started blasting him with magic, knocking him back a little, "Nice shot, but you're gonna have to do a little better than that if you want to take me down little girl".

Sweetie went to attack again but Dante dodged and kicked her down. She got up to attack again but Dante hit an uppercut to knock her back.

"Hey take it easy! Don't hurt her too badly!" Twilight shouted.

"Gotta weaken her a little, either that or she's screwed!" Dante stated.

Sweetie went to attack again but Dante kicked her back. Twilight then rushed in and grabbed her, "I got her, do what you need to do now!"

"Better hold her still then", Dante then grabbed Sweetie's head and charged his demon energy, causing Sweetie some pain.

"This won't kill her will it!?" Twilight asked.

"No, might sting though, but it's gonna get the demon out of her!" Dante said.

Shocker went to stop them but Logan slashed his back and then picked Shocker up to toss him away.

After a little bit, the demon started coming out of Sweetie Belle and soon it was fully gone from her. Dante then killed it with a slash of his sword, "That'll teach ya".

Sweetie coughed a little and held her head in pain, "What happened?"

Twilight hugged Sweetie close, "Oh thank goodness you're alright".

"Yeah, happy reunion, now leave, get your husband and friends out of here so me and my allies can do our jobs", Dante ordered.

Twilight looked displeased, "With all due respect, we have just as much at stake here".

Dante sighed, "I heard about your village, sorry that happened to you, but staying won't make matters better, you're better off just leaving this to me and my allies, so if you would-", Dante was interrupted by a slash from Vega.

Future Sweetie went to attack Vega but he dodged out the way and slashed her a bit and kicked her back.

Twilight went to attack Vega but he sidestepped and slashed her sides and then impaled her legs, causing her to yelp in pain.

Peter heard the yelp and groggily turned his attention to Vega. He was starting to feel the effects of the fight, though wanted to stay with it, he needed to help Twilight.

Twilight had tried to punch Vega but he blocked and kneed her gut, then whacked her around a bit, slashing her and kneeing her again.

Twilight fell over, trying to hold in her blood while Vega continued to assault her. Future Sweetie went to help but she received a slash across her abdomen and a knee to her face.

Vega turned back to Twilight with a sadistic glare and stabbed through her arm, causing her to scream in agony.

"Hurt's doesn't it princess?" Vega sadistically asked.

Twilight tried punching him off but he grabbed her other arm and pinned it down, "You are no match for me".

Twilight then zapped Vega in the face with her magic, freeing her from his grasp but causing a lot of anger to boil within him, "Damn you!"

She got up but Vega then slashed her across her stomach and side kicked her hard, causing Twilight to spit out some blood.

Peter struggled to get to Vega just as Ryu, Chris and Dante got knocked near him after being whacked by The Avengers.

Peter turned around to see Cap, Thor and Iron Man approach him, ready to attack him. Felicia, Spencer, Thunderlane and Chun Li went after the Avengers but they got knocked back as the three controlled heroes focused their attention on Peter.

Peter didn't have time for this, he quickly tried going for Vega but he was tackled down by Iron Man as he and his teammates assaulted Peter.

Twilight was still trying to fend off Vega, managed to get a few strikes on him but he slashed her across her face.

She wiped the blood off her face and spat a little out of her mouth, "I won't fall so easily!"

Vega grabbed her and pulled her close to him, "I know, because you're a strong woman".

Peter could only watch now as Vega had Twilight in his mercy as Iron Man readied an attack that would possibly kill Peter. Though what he saw next was enough to send him over the edge.

Vega was close to Twilight's face, an evil smile flashing, "I love a strong and beautiful woman". At this point he pulled Twilight in for an affectionate kiss, getting his tongue in deep, tasting the blood in her mouth, relishing the flavor.

When he pulled out, some of her blood was over his face as he licked it off, grinning sadistically, "Perhaps I can make you my top mare in my Kingdom".

Once Peter saw that, that was it. His eyes went into full rage and he screamed at the top of his lungs in anger, "VEGA YOU BASTARD!"

He got up and knocked the Avengers away from him. Cap went to attack with his shield but Peter punched him through several buildings.

Thor tried to attack with his hammer but Peter blocked it and pulled the hammer from Thor's hooves, surprising him.

"Impossible! How can he wield the Mighty Mjölnir!?"

"Like this!" Peter shouted and whacked Thor with it hard and threw it at him, causing a rough landing.

Iron Man went to attack but Peter punched him once in the gut and started ripping the armor off of him, then punching Tony Stark back.

Peter turned angrily to Vega, who at this point looked a bit horrified of Peter. He tossed Twilight aside and got into a fighting position, though now he has little back up.

Dante got up and saw the angry Peter standing there. What concerned him was that he felt a strange evil energy emanating from Peter, "What's with his power? It's not my brother's, I don't even think it's from my world, or his".

Dante then approached Peter, "Yo web head, what's gotten into you?"

Peter turned angrily to Dante and then punched him hard enough to KO him, leaving him out cold on the floor.

Chris looked surprised at that, and then enraged, "Hey! Who the hell do you-" Peter then punched Chris, KOing him as well.

Ryu looked furious, "How dare you attack my allies!" He went to punch Peter but he sidestepped and hit Ryu with another strong punch, taking him down.

Everypony was shocked now, Peter was furious, he was full of rage. Thunderlane however, figured this a good enough excuse to go after Peter. He flew up to grab a cloud from the sky and brought it over Peter. He then kicked it to zap Peter but the lightning barely fazed him. It only proceeded to further enrage Peter.

Peter turned to Thunderlane and webbed him to slam him down hard on the ground, then picked him up to look him square in the eye, "Thought you should know, I adopted your little brother, he's practically my son now, but you", he then whacked Thunderlane across the Empire, "You're nothing but a waste".

Spencer looked enraged, he was ready to attack Peter but Chun Li held him back, "Don't, you'll get hurt".

Spencer grumbled a bit but decided to listen to Chun Li, not because he was worried about his health, but because she was worried for him.

Peter angrily approached Vega, "When I get my hooves on you, I'm gonna-", Peter looked to the side and narrowly dodged a punch from Shocker.

Shocker went to punch again but Peter kneed him hard in the gut and then began a relentless assault on him, striking him at every angle. Shocker felt a lot of internal damage as Peter assaulted him and punched him to the wall of the castle.

Peter then turned his attention to Vega and ran at him, but Vega flew up towards the balcony of the castle. Peter used his spider abilities to quickly crawl up the wall.

Down below, everypony was checking on Twilight, with Future Sweetie holding her close, "How are you feeling Twilight?

Twilight coughed up a little more blood, "I've been better…a lot better".

Modern Sweetie approached the group, "I've got such a headache", she then noticed Twilight's injuries, "Ah! Oh no! Twilight!"

She approached her, "Is she gonna be alright?"

Future Sweetie nodded, "She'll be fine, she's got some cuts but she seems to be managing".

Modern Sweetie sighed, "Oh thank Goodness she's gonna be…wait a minute", she looked to Future Sweetie closely, "Why do you look like me?"

Future Sweetie then realized the potentially awkward scenario, "Would you believe me if I said I'm from an alternate future?"

Sweetie though a moment, then nodded, "Sure thing".

Future Sweetie sighed in relief, luckily she knows herself, and she knows she would likely believe something like that. It's actually true but at least she doesn't have to explain much.

"Wait, weren't you the one that was from the Changeling future?" Sweetie asked.

"Yes, that's me, I take it Peter told you about it", Future Sweetie said.

Sweetie nodded and felt a bit weird, knowing what she did to Peter, but she won't talk about it now.

Up at the balcony, Peter jumped at Vega, who slashed Peter back, almost off the balcony. Peter however jumped up and punched Vega hard, causing a big bruise on his face, and then another hard punch to the gut, causing Vega to spit up blood.

Peter then struck Vega a few more times, causing his eyes to swell up and a lot of internal bleeding, plus his ribs cracked some more.

"Hurt my friends", punch, "Hurt my daughter", punch, "Hurt my adopted colt", punch, "Assault my adopted little sister", punch, "Destroy my hometown", punch, "KISS MY WIFE!" kicked to the jaw, "You son of a bitch, you don't deserve to live!"

Peter went to attack again but Vega rolled out the way and slashed Peter on the back, but it seemed to have little effect on Peter, who simply grinned and punched Vega into the castle.

Peter made his way into the castle, his eyes glowing of an evil aura. Vega noticed this, he had no idea what this was, but he knew it was dangerous.

Lightning Dust had flown over to the battle to watch from a distance, she was curious as to how this fight would end.

Peter rushed in and stared punching Vega again, though Vega started retaliating with strikes of his own, really laying it into Peter.

Lightning watched as the two went to town on each other, really dealing heavy damage, though it looked like Peter was winning, his attacks just did more damage.

Peter started looking a bit shady to Lightning, he was way too rough for a supposed superhero, and he was really taking it to Vega, no sign of holding back.

Eventually Peter had punched Vega hard enough to cause a huge crack in a wall and then Peter went in for a final blow, he pulled Vega in and delivered a mean and vicious punch that seemed to take Vega down for the count.

Peter huffed angrily at his defeated enemy, the rage was still there, he wasn't done just yet. He then looked to the side and saw Lightning Dust nearby, "You..."

Peter then webbed her and pulled her in and slammed her on a wall, "You were there too!"

Lightning fell in pain and was then lifted up by Peter who proceeded to whack her across a hallway.

Lightning shook her head a little and then felt immense pain as Peter had jumped and landed hard on her back, "I won't forgive what you've done!"

Lightning coughed a little from the pain, "I'm sorry, I won't do anything that bad again!" She pleaded.

Peter shook his head, "Apologies won't take back what you did!" He stomped hard on her back, causing her to spit out blood and tears to form in her eyes.

"I can change! Trixie offered me an opportunity! I promise I'll-AH!" Lightning felt pain in her wing. Peter was bending it and soon bent it in half, completely fracturing her bone in two, "MY WING!"

Peter continued to stomp on her and then tossed her against a wall, his mind racing with anger and hatred, his only goal was to cause pain, a lot of pain.

Peter angrily approached her, keeping his gaze focused on the now scared and crying Pegasus.

"Please, no more, I'm begging you!"

Peter did not listen, he continued to assault, causing more internal damage. Lightning was now a mess, she was crying, very scared and close to death. Peter was ready to land another blow when his hoof was stopped with magic.

He turned to see Trixie, she had stopped him from continuing his assault, "Peter that's enough!"

"Trixie let go!" Peter demanded, still struggling with her magic.

Trixie growled and used her magic to toss Peter aside, "I said that's enough Peter!"

Peter got up, very annoyed and saw that Trixie had gone to Lighting and started hugging her as Lighting continued crying.

"Don't you think you've done enough Peter!? She didn't do anything that bad in Ponyville! She barely hurt anypony!" Trixie shouted, her eyes now filled with tears of anger.

Peter still huffed, he was very angry but soon started to calm down and realized the situation, "Oh no...what did I do?"

During the crying and the heat of the moment, that's when Peter was suddenly attacked by Vega again. Vega had started slashing Peter, and the jabbed him with the claw, "Thought I was dead Parker!?"

Trixie used her magic to grab Vega's hoof but he quickly got off Peter and kicked Trixie in the face, "You fool, you are the one who is causing this confliction within Lightning Dust, so you must die as well!"

Peter then tackled Vega through the walls of the castle and they both fell out and to the ground below.

The others rushed to the two fallen ponies and checked on them. Peter got up, hurt and bleeding but was gonna be ok.

They looked down to Vega, he wasn't moving. Some blood was forming underneath him, his body was limp, no sign of life.

They then saw that a piece of the crystal walls had gone into Vega's side. That combined with the fall he took left only one answer for his current condition.

"Is he...did Peter just..." Rainbow was saying, a bit speechless.

Logan checked Vega and sighed, "Yeah, he's done".

Peter looked pretty horrified, did he just kill Vega? Has he really broken his most sacred rule? Not the first time he's had to do that, but this time, it seemed to be from rage.

The others looked very surprised at what just transpired, there was a sudden silence, except for some of the muffled sobs from Sweetie Belle. She had hoped to reform Vega, but that's not gonna be the case now. She slowly approached Vega and planted a final kiss on him, "Good-bye Vega".

In the middle of all this silence, the one thing that broke it was the sudden rage nearby. All the ponies looked to see Shocker angrily making his way over to them, with the intent to kill them and avenge his fallen ally.

"Time for you chumps to get blasted into hell!"

Before anything could happen, a magic laser went through him, causing him to fall and some blood to form around him as well. Like Vega, he was finished.

The ponies turned to see that Twilight had fired the laser at Shocker.

"I've had enough of you bastards for one day".

Peter still stood there in shock, covered in bruises and cuts, as was Twilight who approached Peter with a nuzzle. She wanted him to know that everything will be just fine.

Meanwhile Cap managed to slip away from the battlefield, leaving his allies behind as he contacted Wesker, "Wesker, it's Captain America, I have some bad news...it's Vega, and Shocker...they're dead".

In Tartarus, Wesker looks to be surprised from the news, "Dead? How?"

"Spider-Man, Twilight Sparkle, and their allies. With assistance from Chris Redfield and his team"

Wesker pounded down, "Dammit!" He then took a breath, "What about the others? Like Lightning Dust?"

"Not sure about Lightning Dust, but it sounds like she's switching sides. The little unicorn Sweetie Belle is back in their custody, my allies are incapacitated, and we haven't heard from Deadpool since Vega sent him to Manehattan to kill Spider-Man".

Wesker was curious, "Return to Tartarus, explain more to me there".

"Will do", Cap said and turned off his radio.

Wesker sighed and turned to Vergil and Bison, "Vega's dead, as is Shocker".

"Damn, no matter, we can still carry out the plan, have you gotten the virus ready?" Vergil asked.

"Almost, I need more time, how about you, have you controlled the monsters?"

"A few, it's coming along nicely at least".

Wesker nodded, "Good, soon we can fully enact our plan".

Vergik took out the prophecy book, "Also, I learned some interesting things from this book, including magic that performs the same function as The Symbiote, they refer to it as 'Nightmare Moon' or something like that".

"Nightmare Moon...sounds familiar, I'll have to ask Osborn, I believe he mentioned it coming from that Luna Pony", Wesker said.

Bison sighed, "I hope you both know what you are doing".

"Trust us general", Wesker assured.

Bison looked a bit unsure bit but he decided to roll with it for now.

Back in Ponyville, Mayday is seen watching over Rumble, who is still recovering from the attack. Mayday was hurt but Rumble took a bit worse, plus she seems to have inherited her father's toughness, and like her father, was more worried about the others.

Remy had approached her, "Mayday, you should be in bed, your parents would worry".

"I'm fine, but I am worried about Rumble, he just wanted to protect us and he got hurt really badly", she sighed and rubbed Rumble's mane a bit, "Now I know how my daddy feels, and why mommy is always worried".

Remy sighed, "Yeah, same here, I'm really worried about Applejack and Apple Bloom. They have barely said a word lately, Vega really hurt them".

Mayday felt some ire, "Big meanies, I hope my daddy beats them up good for that, and then mommy can banish them to the moon like Princess Celestia did to her sister Luna once, only this time never let them come back".

Remy raised his eyebrow, "Celestia did what to her sister?"

Just then Cloudchaser entered the room, "There are some strange ponies outside".

Remy went outside and saw two ponies. One was stallion with a gray coat and brown mane, wearing a bulletproof vest and armed with a handgun, shotgun, TMP Sub Machine Gun and a knife.

Then there was a mate with a white coat and black mane, armed with a sniper rifle.

"You both lost or something?" Remy asked.

The stallion approached him, "Are you Gambit of The X-Men?"

Remy suspiciously nodded, "Yeah, why you ask mon ami?"

"You may Or may not recognize my name, but I am Leon Kennedy, this is my ally Lady, we're looking for Albert Wesker, Vergil and M. Bison".

Gambit raised his eyebrow, "Sounds familiar, ya'll Capcom people right?"

"Yes, I work with Chris Redfield, and Lady works with Dante", Leon explained.

"Right, coming back to me, as for your search, Spider-Man is handling the Wesker situation with his wife Princess Twilight", Remy explained.

"Where are they now?" Leon asked.

"Taking care of some business; they should hopefully be back soon", Remy then, spoke under his breath, "At least, Remy hopes".

Author's Note

A battle has ended, but the war will continue.

Final Battle Draws Near

It wasn't long before the heroes returned from The Crystal Empire, with Logan driving the Spider-Mobile, Lightning Dust riding shotgun, while Peter, Twilight, Future Sweetie, Spike and Janet riding in the back.

Johnny flew with Trixie riding in his back, Rainbow also flying in as well with Sweetie Belle on her back.

With Bruce Banner, Tony Stark and Thor just being freed from Wesker's control, they had agreed to take the train back to Ponyville, with Twilight giving them instructions on when to get off. Twilight had promised that some volunteers would be at the station to help them. They had trusted The Avengers to get themselves to Ponyville no problem.

Logan had stopped off at The Hospital to drop everyone off before taking the car back to the Parker-Sparkle house while the others had stopped off at the Hospital.

Lightning's injuries were pretty bad, Trixie had offered to stay by her side while she healed, sharing a room with Applejack and Apple Bloom. She was given some medicine to numb her pain, she'll probably need a more thorough check up.

Peter and Twilight also had harsher injuries, though Peter would be fine with a little rest, Twilight might need to stay bed ridden. They got to share a room with Rumble and Mayday, as requested by the family.

As they all got in bed, Remy walked into the room, "Peter, Twilight, you have some company, pretty urgent".

"Can it wait Remy? None of us are in any condition to talk", Twilight said.

"It's kinda big Princess, we have guests from another world", Remy explained.

"From our world?" Peter asked.

Remy shook his head, "No, the other one".

At that point, Leon and Lady entered the room with Leon speaking first, "Hello Spider-Man".

Peter looked confused and curious, "Huh? You look kinda familiar".

"I'm Leon Kennedy, one of the guys who fought against Umbrella", he turned to Lady, "And this is Lady, a friend of Dante".

Peter groaned, "Dante...he's gonna be mad when he wakes up, as will Ryu, Chris and Thunderlane".

Leon looked curious, "Wakes up? What happened?"

"Long story, but seriously it's kinda late, and we're all banged up from fighting Vega along with some friends and the mind controlled Avengers", Peter said.

"You faced the Avengers? Did you beat them?" Leon asked.

"Yeah, we managed to free three of them, but Captain America got away", Peter said.

Leon groaned, "Damn...no matter, we can get him back hopefully, I'll leave you to heal then, me and Lady will find a place to stay at".

"You can stay in this hospital if you'd like, I can help get you a room", Twilight said.

"That's be nice, thanks...uh what's your name?" Leon asked.

"I'm Princess Twilight Sparkle, Peter's wife", Twilight explained.

Leon and Lady looked a bit curious when she said that.

"So, the rumors are true, you married a pony", Leon said.

"Sure did, in fact there's our daughter over there", Peter said and pointed to Mayday, who waved at Leon.

"Aw, she's kinda cute", Leon admitted.

"And that's Rumble, a colt me and Peter adopted", Twilight said, pointing to Rumble, who was still resting.

"He's cute himself", Lady said.

"Were they hurt or something? That colt has scars on his face", Leon said.

"Yeah, Vega hurt them, but he's been dealt with...permanently", Twilight said, with a little coldness in her voice.

Leon knew what that meant, "Wow, you mean business...can't blame you though".

"Yeah, anyway we'll talk tomorrow, I'm usually up bright and early, Peter not so much, so you'll have to pick a time", Twilight said.

"9:00 A.M. ok?" Lady asked.

"That's fine", Twilight said.

Leon nodded, "Sounds good", he turned to Lady, "Let's go".

Twilight had a relieved smile, "Nice to see Capcom people that are actually nice, I guess it's mostly just Ryu, Chris and Dante".

"Yeah maybe...oh Remy, how are Applejack and Apple Bloom?" Peter asked.

Remy had a concerned face, "Not getting much better Mon Ami, I mean Applejack's fine physically, but she's an emotional wreck. Apple Bloom is also a bit out of it, she's shown almost no emotion".

Twilight grew concerned, "Poor Apple Bloom, she doesn't deserve this".

"We'll help her, for now let's just get some rest", Peter said.

"Right, hopefully things we can get to the bottom of things soon", Twilight said.

As they all started to rest, Mayday looked to Rumble once more. She quietly went over to him and then kissed him on the head, causing him to stir a little but not wake up.

"Please get better Rumble, I'll be here for you".

Rumble mumbled a little in his sleep, at least he'll be fine but Mayday hates that this happened. She now understands what her dad likely goes through in his heroic ambitions.

Meanwhile Logan had gone to visit Fluttershy, who is doing better and could leave the hospital tomorrow morning. Her scratches weren't anything too bad, nothing a little patching couldn't fix.

"You ok there Fluttershy?" Logan asked.

Fluttershy nodded, "Yes, thank you Logan".

Logan sighed, "I feel kinda guilty about this, I never should have left Laura alone with you".

"Don't be, sometimes things just happen, I don't fault you for it, or Laura, she's just scared and confused", Fluttershy admitted.

Logan slightly chuckled, "You have got to be the nicest girl I've met, makes it that much more frustrating to see you hurt".

"I'm fine, you don't need to worry", Fluttershy assured.

Logan nodded, "Good, I guess I should get going and-"

"Wait...I hate to ask, but is there any chance you can stay in my room tonight? I'll feel a bit better with you around. But if you don't want to that's fine", Fluttershy said.

Logan gave her an honest smile, "That'd be no trouble".

He went to pull up a chair next to her bed to which she smiled.

"Thanks, it's awfully nice of you to do this", Fluttershy said.

"It's no big deal, you're a pleasure to be around", Logan admitted.

"Aw, you're so sweet", Fluttershy said and kissed Logan's face, "Goodnight".

As Fluttershy went to sleep, Logan started having odd feelings about what just transpired. On one hand he thought Fluttershy was a nice filly, but that's the issue. She's a filly, a pony, though considering he's a pony as well, plus he never really considered himself human in the first place, so it shouldn't be an issue.

Besides he sees how happy Peter is while married to a pony, not to mention his allies developing similar feelings on the matter.

Still, there's also the fact that he's usually had trouble with relationships, and him being with her could endanger her in many ways, suppose enemies like Sabretooth target her just for being in a relationship with him? though Logan would have to worry about that another time, right now they have another threat to deal with, and Logan was ready to do so.

He'll worry about that another time though, now he needs to get some rest.

Meanwhile in another room, Trixie is tending to Lightning Dust, who at this point was so upset and frustrated. She was hurt, bleeding a lot, she felt like hell.

"I'm so sorry this happened to you", Trixie said.

Lightning shook her head, "No, don't be, I brought this on myself for not listening sooner".

Trixie maintained a look of pity as Lightning continued to speak, "I don't know what I saw in Wesker and his allies. I thought I could finally have a chance to revitalize my life with Wesker's help. I even believed I had a friend in Vega, then I saw what he was capable of, especially in this town".

Lightning wiped some tears from her eyes, "I never meant for things to go this far, but I was already in deep, I couldn't just up and leave, I committed myself to Wesker".

Trixie nodded, "I can understand, when someone as strong as Wesker has a leash on you then it's hard to escape, especially when someone like Vega has their eye on you".

Lightning blushed, "Probably didn't help that I found Vega to be really damn attractive".

Trixie nodded, "Yeah, he is, I saw his charm up close myself...he's very persuasive with his words".

"Tch, he's nothing but a chump!" they heard from nearby. They saw that Applejack was in the room as well with Apple Bloom in bed, maintaining her serious state.

Lightning recognized them, she then remembered what Vega did to them, then felt really uncomfortable when Applejack started glaring at her, "I'll give you fair warning, the ponies in this town ain't gonna take to kindly to ya after the stunt you pulled last time you were here!"

Lightning felt really odd right now, and a bit worried. Applejack had a coldness in her voice that made her shudder.

"Don't worry Lightning Dust, with a little work, we can get the town to forgive you, especially since you didn't hurt that many ponies", Trixie assured.

"Still an accomplice", Applejack bluntly stated.

Trixie looked annoyed but understood Applejack's frustrations. Lightning felt a degree of guilt, all she could do now is just lie down and hope for things to get better. Before sleeping, she turned to Applejack and muttered one phrase, "I'm so sorry".

Applejack didn't respond, she just let out a sigh and kept watching over her sister.

Trixie smiled to Lightning, "That was nice of you to say".

Back with the Capcom heroes, Chun Li is with them at an inn, tending to the trio. They recovered from Peter's KO punch but they were still pretty furious.

"Fucking Spider-Man, taking a cheap shot on us like that", Chris said.

"He's due for an ass whooping", Dante stated.

"Give him a break guys, poor guy's been through hell lately, besides he didn't seem to be himself", Chun Li said.

"He wasn't, I sensed some evil energy. However that still makes him a threat, especially if it's anything like the Satsoui no Hado", Ryu said.

"Hell I'd say he has his own Devil Trigger", Dante said.

"Regardless, next time I see him, he's gonna get an ass kicking", Chris said, with the others agreeing.

With Thunderlane, he recovered from Peter's attack though he's still pretty hurt. Felicia tended to his wounds, but he remained furious.

"I can't believe Spider-Mane adopted my brother, I swear he only did that to piss me off".

"Peter's not like that, maybe he pitied your brother, you did kinda leave him behind", Felicia said.

"I didn't leave him, I had to go, that so called Princess Luna wanted to arrest me just for speaking my mind, if anything she's to blame", Thunderlane insisted.

Felici's sighed, she knew there's no point in arguing this, but she does pity Thunderlane. She sees this as one big misunderstanding, one that could hopefully blow over, with a little help.

With Spencer, he had contacted an ally from his world to give some details, "Things are strange here. Pony princesses, Marvel guys flocking here, Mind Controlled Avengers, the only good news so far is that Vega's dead, oh and Shocker too".

"That's a start, what about Wesker? As well as Vergil and Bison? What's the status on them?" a woman asked.

"Chris, Ryu and Dante have come close on occasion but constant interference from the ponies and the Marvel guys, specifically Spider-Man and his Pony Princess wife Twilight Sparkle has foiled our attempts", Spencer explained.

"...That sounds like it's hard to say with a straight face", the voice said.

"It is, anyway it's gotten worse since he attacked some of our guys...including Chris", Spencer said.

"Damn him, try to neutralize him, though if anything me and a few friends wi deal with him, friends that Ryu and Dante wouldn't mind seeing".

"You got it Jill, Spencer out", Spencer severed the communications as Jill Valentine changed her radio frequency, "Hey, it's Jill, just finished talking to Spencer, looks like Chris and Dante ran into some trouble, we need to get ready for business, all we need is our favorite fighter".

"He's ready whenever", a female voice said as Jill formed a confident smug smile.

Back in Tartarus, Captain America had explained everything to Wesker, from Vega's plan, all the way to the final battle against him.

"So Vega wanted to take matters into his own hands, from the looks of things it didn't go too well since it ended up getting him killed", Wesker sighed, "Such a waste, but these things happen. Vega, Shocker and Lightning Dust are expendable, I can easily get more allies if need be. For now we'll remain here, in addition to these monsters, soon Dr. Doom will be able to keep open a portal to send several of his robots and the Skrull army into Equestria, for now let's see if he has any other allies to send over".

Cap nodded as Wesker went to contact Doom, "Doom, it's Wesker, things have taken a bad turn here. One of Bison's Shadowlaw men tried taking things into his own hands and used Deadpool and the Avengers to try and kill Spider-Man, and it ended up getting him killed and causing us to loose all of the aforementioned warriors, except Captain America. In addition Shocker was also killed and we lost a Pegasus ally. I hope you have things ready soon, this invasion must begin".

"I am currently testing things now, though if you need some more allies, I'll send someone to you momentarily, try not to let them get captured or killed though", Doom said.

Wesker sighed, "As long as they obey me, things will be fine".

With Vergil, he had controlled another monster as Discord clapped in the background.

"Splendid, very splendid young Vergil".

"You try my patience monster", Vergil warned.

"Monster, now that was hurtful, I am but a mere Draconeqques, as you are a mere half breed", Discord stated.

Vergil looked to be a bit annoyed but decided to ignore Discord and continue doing what he was working on.

Meanwhile off in a corner, Sonata Dusk is seen crying over the news she heard.

"No, my poor Vega! He was gonna continue making sweet love to me! Why does this have to happen!?"

Nearby Electro was trying to calm her down, "Come on, get a grip will you? You'll get your revenge eventually".

Sonata growled a bit, "Once I get my hands on that Power Couple, I'll destroy them!"

"That-a girl...I guess", Electro said, not really sure how else to respond.

The next morning in Ponyville, Twilight and Peter had explained the entire situation to Leon and Lady in the main lobby of The Hospital. Peter was pretty much healed though Twilight still had some cuts and cruises, but she felt fine as well.

"So Wesker came to this world to get you to join him, and you all basically denied him", Leon said.

"Pretty much", Peter confirmed.

"Then he conquered an empire, tried to conquer another, resulting in Vega sending an assassin after you so he can destroy this place, then you went after him and killed him", Leon stated.

Peter looked a bit glum, "I'm not proud of that but yeah, Vega is dead".

"I know you're not proud, it's never good to kill. But sometimes things happen, the way you described it you were just trying to stop him and he ended up dying", Leon said.

"It's just that...I felt such rage so...it had me a little worried", Peter said.

"Your hometown was attacked, your friends and family got hurt, and he kissed your wife. I think you simply did what any other guy would do, it was more from love than rage I would say", Leon said, hoping to help Peter out of his glum state.

"Seriously Spider-Man, I doubt anyone will blame you for what you did", Lady admitted.

Peter sighed, "I know, I just still feel a bit...guilty over that. I also hurt a Pegasus really badly, she's being treated right now, but I know she's probably afraid of me".

"She shouldn't have been with the enemy, she should be grateful she's gonna get a chance to redeem herself, better than what happened to her allies", Leon stated.

"I guess, at least we weakened their defenses, two allies are dead, one defected and 3 out of their four captives have been rescued", Peter said.

"Speaking of whom, where are The Avengers?" Twilight asked.

"They should be here soon, I asked Cloudchaser to go check last night", Twilight explained.

Peter noticed some ponies coming, "Wait, here they are now".

On the way over was the Unicorn Tony Stark, beige coat and black mane; Earth Pony Bruce Banner with a purple coat and brown mane, as well as the mighty Thor.

"Hey guys, sleep well?" Peter asked.

"Not as good as I'm used to, but I slept fine", Stark said.

"Same here", Banner said.

"I myself slept well, I feel like a God", Thor stated.

"Helps being free from that mind control thing, gotta hand it to Doom, he really stepped up, especially with that Wesker guy being back", Stark said.

"Speaking of which, what are Doom and Wesker up to?" Peter asked.

"Same old, they want to rule the realms", Stark said with mock enthusiasm, "It's just the cliché story, lead and invasion, capture enemies, the whole mind control thing, but that's the agenda of every villain it seems".

"Any secret plans though? Anything to give an edge?" Peter asked.

"Where are they hiding? They weren't at The Crystal Empire", Twilight said.

"Not sure, after that failed attack in that Canterlot City we were just told to go back to that city of Crystals since Vergil had plans to go to some place to lead another assault", Stark said.

Peter groaned, "So no idea on when they're gonna attack?"

The Avengers shook their heads no, causing more irritation. Now they were in the blank on Wesker and didn't know where or when he would strike next.

"Now what? How can we battle Wesker if we don't know what he's gonna do next?" Peter wondered.

"Maybe Lightning Dust might know a thing or two", Twilight suggested.

"Good idea, though you think she'll talk?" Peter asked.

"We have to try at least, we'll make her feel secure around us", Twilight explained.

Peter nodded, "Yeah, we need to get on her good side, though it might be hard for me honestly".

Inside the room, Trixie is still comforting Lightning Dust. She could barely sleep the previous night due to the pain; Trixie had to pull up a bed to sleep near her in case she needed something.

Also nearby was Apple Bloom, she was still in a bit of a speechless and emotionless state. Applejack also slept in that room, her own bed pulled up next to Apple Bloom's.

Peter had entered the room with everypony, drawing the attention of those in the room. Lightning looked really uncomfortable at the sight of Peter, despite his harmless state at the moment.

"Lightning Dust, I trust you slept well", Twilight said.

"Barely, hard to sleep when your wing's broken", Lightning said, with a hint of despair and irritation in her voice. That line had caused Peter to feel some guilt; he does regret hurting her like that.

"I'm sorry to hear, and I know Peter's really sorry", Twilight insisted.

Lightning glared at them, "I seem to recall him saying that apologies don't take back the actions of the individual, isn't that right hero!?"

Peter felt even more regret; he really screwed up on this. He may have a hard time coming back from this.

"Lightning, I'm really sorry, I never meant for things-"

Lightning interrupted, "I don't even wanna talk to you! I hate you!" she had her head turned away, mainly to hide her tears.

That stung Peter a bit but he understood her frustrations, "That's fine, I won't bother you then".

Peter turned to see the Apple Siblings also nearby, once again feeling some degree of guilt at seeing Apple Bloom in such a state, "Maybe I should just go talk to the Apples".

He approached the Apples with a nervous smile, "Hi Applejack…Apple Bloom…"

Applejack briefly glared at Peter, "What is it Pete?"

Despite how calm she sounded, Peter can sense the resentment in her voice, "I just wanted to see how things were here".

Applejack looked away from Peter, "Not good obviously, Apple Bloom hasn't said a word since she got here, she just stares".

Peter nodded, "Right…I'm sorry this happened".

Applejack continued to look away, "I know you are…"

Peter got a bit closer to Apple Bloom, who was still staring at nothing, "Apple Bloom?"

Apple Bloom briefly glanced to Peter, showing little emotion. This caused Peter to feel extra guilt over the situation. He wasn't there for Apple Bloom, and according to Vega, she even called for him to save her.

"I'm so sorry I wasn't here for you, not much of a big brother am I?"

Apple Bloom continued to stare, her silence continuing to hammer away at his conscious, "If it helps make you feel better, the one that did this to you has been dealt with".

Apple Bloom continued to stare a little, very emotionless. At this point Peter just wanted to go to a corner and sit, this heartache proving to be too much for him.

Applejack could sense Peter's heartbreak, though it doesn't surprise her. She knows Peter cares a lot about her family, and knows this is a heavy burden on him. She also knows she has the tendency to add to that burden, often giving Peter a hard time over things, even blaming him for the assault on Ponyville, though she should know it's not fair to blame him.

She wanted to apologize to him, but she feels there's no point to it. She has blamed him for so many things that the apologies are starting to have less meaning. She wasn't gonna take the chance of hurting him again after another apology.

She did try to say one thing to cheer up Peter, "Thanks fer going after the guy, ah heard you killed him…must'ah been hard".

Peter nodded, "Not something I'm proud of, he did something bad but…"

"It's fine…ah get it. Ah know you Pete, that's why ah think yer a great guy", Applejack sighed, "A great guy with lousy friends".

Peter turned to Applejack, "You're not lousy, you're just a caring sister".

Applejack looked to Peter with some surprise that he saw through that, but maybe she really shouldn't be surprised at all honestly. Peter's a very caring guy, even to those who have wronged him, at least on a minimal level.

"You're something else Peter", Applejack said.

Peter chuckled a bit before heading to a corner. One the way there he heard a soft voice, "Peter?"

Applejack was surprised; Apple Bloom had spoken for the first time since yesterday. Peter had approached Apple Bloom, curious as to what she had to say.

"Peter…thank you…yer a great guy…I'm happy yer mah big brother", Apple Bloom said.

Peter had a smile of relief, "Anything for you".

Apple Bloom offered a small smile, "That's nice…just answer me this…did he suffer?"

Peter knew she was asking about Vega, so he decided to indulge her, "Yeah, big time. His pretty face got messed up, his bones were broken, he was on the run. Then he fell off the castle with a big piece of crystal in his sides. He was done", Peter reassured.

That brought a bigger smile to Apple Bloom, "Serves him right…ah just wish ah could have seen that".

Peter seemed amazed that Apple Bloom seemed to be getting back on track, Applejack seemed relieved that her sister was gonna be back to normal.

"Peter, ah love you", Applejack confessed to him.

Peter blushed a bit, "Anything for a friend".

With Lightning, Twilight had asked her a simple question, "Where is Wesker and what is he up to?"

Lightning scratched her head, "Wesker's in some place with monsters, talking to some weird people that seem to know you and Peter, though I don't remember their names. Somehow they heard of you; guess you're both that popular".

Twilight thought a moment, "Monsters? Could it be…anyway we'll get back to that, what is he planning?"

"…If I tell you, nothing bad will happen to me right?" Lightning asked.

Twilight nodded, "I assure you that you're safe with us".

Lightning nodded, "Ok…he's planning to open a portal between this world and another, he wants to bring over some army to take this place over with. His plan is to control you…and that brutish husband of yours".

Twilight didn't appreciate that shot at Peter but it's to be expected, "How long will this take?"

"He isn't sure, it might take a while, you got like maybe a few days, a week at most", Lightning said.

Twilight crossed her arms in deep thought, "That should give us time to recover", she turned to Leon, "Do you have any allies that can help us?"

"All my allies were captured by Dr. Doom, Lady is the only one that survived", Leon said.

"Are you sure there isn't anypony else that can help?" Twilight asked.

Leon raised his eyebrow, "Anypony?"

Twilight blushed a bit, "Sorry, that's a normal saying here", she cleared her throat, "Anyone that can help?"

"I can ask my friend Claire to help, but considering her brother hates you all that's not likely", Leon said.

"Huh? Who's her brother?" Twilight asked.

"Chris Redfield".

Twilight's ears drooped, "Oh, anyone else at all?"

Leon thought, "There's a few, but with the pull that Ryu, Chris and Dante have in my world, if they find out how much those three seem to hate this place, they're not likely to help, my advice, see if there's anyone in the Marvel world that can help, our records state that Johnny Storm's brother-in-law, Reed Richards or Mr. Fantastic as they know him has yet to be captured, and maybe there's a few others. The other day I saw a woman named Psyclocke handling herself well, she's a friend of Wolverine's I think".

Twilight nodded, "Right, I guess that can work".

"Maybe I can try to find Chris and reason with him, he's a bit hard headed, though don't take it just from me, his sister admits this as well, but I think I can get through to him", Leon said.

"And I can handle Dante", Lady insisted.

Twilight nodded, "Good, thank you for your cooperation on this".

Meanwhile walking out the hospital was Logan and Fluttershy. She was well enough so she could go home, and was given medicine for her scars.

"You're a tough mare to handle this Fluttershy, don't ever let anyone tell you otherwise", Logan said.

"Thanks Logan", Fluttershy said with a cheerful smile, though it faded when she remembered why she was in the hospital in the first place, "Though I'm still worried about Laura, she shouldn't be off by herself".

"She'll be fine, she's close to me in design, she can handle herself if need be", Logan insisted.

"Still, I was hoping to get through to her, we could have been friends, almost like sisters actually", Fluttershy admitted.

"Sisters? Now you're really reaching for a goal", Logan said.

"Yeah I guess", she turned to him with affectionate eyes; "But thanks again for staying with me last night, that was really nice of you".

Logan waved it off, "It was nothing, don't worry about it".

Fluttershy blushed a bit, "Maybe we can get together another time, while I'm awake, I'm curious to learn more about you".

Logan raised his eyebrow, "You really don't wanna know more about me than you know right now, believe me on that".

Fluttershy twiddled her hooves, "Still, I'd like to have you around, get to know your more gentler side".

"Uh, I ain't exactly got a gentler side, just a non-violent side, and it's barely there so..."

"She's asking you on a date!" Logan heard.

He recognized the voice and turned to it's direction, "Storm!"

Nearby at the hospital entrance were Johnny and Rainbow, they had shown up in the middle of the converstation.

Fluttershy blushed heavily from being caught and ran off in shame.

"Fluttershy wait!" Logan shouted, though she was long gone. He angrily turned to the speeding duo, "Wait til I get my hooves on you".

"Hey you're the one who can't tell when you're being asked to a date by a really shy mare", Rainbow said.

*SNIKT * "When I'm done with you both, the pain you suffered from Vega will feel like a stubbed toe".

Johnny and Rainbow nervously glanced at each other and flew away in fear of Logan, who pursued them with a vengeance.

In another room, Sweetie Belle is talking with her Future counterpart.

"So what brings you from the future? Here to warn us about something? If it's about those villains then you're obviously too late".

Future Sweetie shook her head, "No, just wanted to see our friends, and be back in a time before war...well sort of".

"Oh, so it's just you, or rather us in the future?" Sweetie asked.

Future Sweetie again shook her head, "No, Pinkie's there too, but we miss our friends and sisters".

"That future must be hard, thankfully Peter was there right?" Sweetie asked.

"Yeah, he saved us all, now me and Pinkie run Equestria, but the pain of our friends being gone lingers", Future Sweetie lamented.

"I'm so sorry to hear that, but at least you have another chance. Probably not the same but hopefully it's good enough", Sweetie said.

Future Sweetie nodded, "Yeah it's good enough, I just want to see my friends again, and I have had the privilege of just that".

"This might sound weird, but do you think we can be friends? I knew we're the same pony but I still wanna be friends with you".

Future Sweetie nodded, "I'd like that, you may be the younger me but it would still be nice".

"It's so unique too, helps that we know everything about each other", Sweetie said.

Future Sweetie rubbed the mane of her younger counterpart, "Exactly".

A bit later outside the hospital, Peter and Twilight had given Luna a detailed report on what happened. Canterlot had heard about the commotion in Ponyville and had sent Luna once word started getting out.

Cadance and Shining Armor had been told about the Crystal Empire no longer being under control for the time being and decided to head back there and clean up whatever mess was left behind.

But Luna is shocked at some of the things she has heard so far, to know the horrible things that Vega and his allies have done. Had he not been killed in combat, she would have hunted him down for what he did.

Luna was also introduced to Leon and Lady, the two agreed to go to Canterlot and help brief Celestia on the plans, so far being the only Capcom inhabitants to work directly with Celestia.

"Rest assure Peter everypony will be avenged, justice will be done", Luna said.

"Thanks Luna, I can always count on you", Peter said with a smile.

"Is Mayday going to be alright? How bad is her injury?" Luna asked, concerned for her Goddaughter.

"She took some damage, but she'll be fine, she's mostly worried about Rumble honestly", Peter said.

"Rumble? Ah yes, the younger brother of that troublesome Pegasus", Luna said, still feeling bitter over the comments Thunderlane made, a few directed at her and her sister.

"She's become like her father, more worried for others than herself", Twilight said.

Luna nodded, "Indeed, you're raising her well Peter, you are a model parent".

Peter chuckled lightly, "I'm just doing what I can".

Meanwhile Johnny and Rainbow Dash had walked nearby and noticed the conversation.

"It's Princess Luna, guess they're talking business", Rainbow said.

Luna continued to speak, "If it comes to it, we will deal with these villains up front, you and I can fight side by side, just like before".

"Reform The Harmony Avengers?" Twilight asked.

"Yes, I can call forward Sunset Shimmer and Black Cat, and with Logan here we can easily show that Wesker fiend what a true force we are", Luna said.

"Sure, I'd love to fight by my favorite Amazon again", Peter said with a goofy grin.

Luna chuckled, "You and your humor Peter, you and I should get together sometime, just us, give us some time to catch up".

Johnny raised his eyebrow, "Catch up? Catch up on what?"

"Relax Johnny, Luna and Peter were friends before he hooked up with Twilight", Rainbow reassured.

Johnny shook his head, "I don't think so, I remember something about her having a thing for Peter, no girl wants to catch up unless they wanna get you in bed or something".

Rainbow glared, "Johnny that's just a rude a stereotype, and Luna wouldn't do anything like that, she respects the marriage between Peter and Twilight".

"Yeah probably about as much as Logan respects the relationship between Cyclops and Jean Grey", Johnny arrogantly stated, "Wait here, I'm gonna keep an eye on them".

While Luna was still talking to Peter she saw that Johnny was approaching, he didn't look to happy. Peter also noticed him coming, "Hey Johnny, what brings you here?"

"Nothing, I just came by to see how my favorite couple is doing, if they're enjoying their marriage and being good parents to their daughter and their adopted son", Johnny said, emphasizing their relationship very bluntly.

Peter and Twilight felt a bit awkward, Johnny sounded like he wanted to start trouble, they hoped that it wouldn't go too far.

Luna looked pretty upset by Johnny's tone of voice, he was coming off as a bit disrespectful, "We'll talk later Peter, in private…away from others", she then called, "Leon Kennedy and Lady! I am leaving for Canterlot, when you get there tell the guards I sent you and they'll help you through our castle! Twilight will give you each something to present to the guards so they know you are official!"

Leon called from inside the Hospital, "Sure thing Princess!"

Luna waved good-bye to Peter and Luna before flying away. Peter turned angrily to Johnny, "That was really rude Johnny!"

Johnny shook his head, "You're so naïve sometimes".

"I'm fine Johnny, I don't need you butting in like that, you already gave me one lousy piece of advice I don't need anything else from you on this subject", Peter warned.

Johnny shook his head, "Just tread lightly Parker", he turned to Rainbow, "Let's go".

The two started to fly away as Peter let out an angry huff.

"Why is Johnny so stubborn about Luna anyway!?" Peter asked, obviously very annoyed.

"Peter, calm yourself, Johnny's just being…well Johnny, I'll go talk to him, you go check on our children", Twilight suggested.

Peter sighed, "Sure thing, love you", he kissed her before going inside to check up on Mayday and Rumble.

Twilight flew over to Johnny, "Johnny wait, I need to ask you something".

Rainbow looked to Twilight a bit suspiciously, causing Twilight to acknowledge it, "Don't worry Rainbow, I'm not gonna chase him, but I do need to ask him a serious question".

Johnny could tell that Twilight was really concerned about something, "Go on Dash, I'll catch up later".

Rainbow nodded, "Right, see ya around", she flew off leaving Johnny to Twilight.

"Let me guess, you want to know why I acted the way I did?" Johnny asked.

Twilight nodded, "Yes, was there a reason you treated Luna that way? You seemed a bit upset".

"Because I don't trust her Twilight, I know she's in love with Peter and I'm just doing what I can to make sure you two stay together", Johnny said.

"Johnny, we did have some trouble with Luna, but I can promise you that it's all behind us, she's come to terms with my relationship with Peter, and now we're at peace. If I didn't think so I never would have made her the Godmother to my child", Twilight explained.

Johnny looked to the side, "I'm just concerned, I mean even if she says she's ok with it, it doesn't mean that she's no longer in love, she's just settled on you being his wife. But suppose she tries to manipulate something? She said she wants to spend time with him alone, she sounded pretty seductive when she said that".

"Johnny, why are you so concerned about this?" Twilight asked, "Wasn't it you who said that my only competition would be Gwen Stacy? Also keep in mind when Peter came to you about the troubles with the Future Sweetie Belle, your reaction was for him to sleep with another mare, so I figured that you were that confident in what you said".

Johnny nodded, "Yes, I did consider Gwen your only competition, and yes I did encourage that idea, though I do regret that a little. Thing the only reason Gwen's your true competition is because he loved her, a lot, before he met you she was the love of his life, hell they could have been married by now if Goblin didn't kill her. And quite honestly I knew that Peter wouldn't jump on the idea of sleeping with another mare because I knew he would say 'no', I expected that, and I don't expect him to actually do that. What you DON'T want to do however is create another Gwen Stacy, you don't want to create a rival".

Twilight looked confused, so Johnny elaborated, "Future Sweetie Belle, she likes Peter yes, but it's just a crush, that's all. She even admits that it's a crush and she doesn't want to split you both up. I've dated enough women to know the difference if she likes you or loves you. So when I encouraged Peter to sleep with another mare I figured he's safe because while the mares here like Peter, it's not real love, it would mean nothing".

Twilight looked like she understood, Johnny continued to explain, "Peter was afraid he didn't love you, he needed to see for himself, and prove that he doesn't love anoyne except you. So that's why I figured sleeping with some other mare helps, I mean some couples take breaks, though that's mostly boyfriend and girlfriend stuff, you two kinda rushed your relationship so you didn't have time to fully explore things, so it's normal to have these thoughts. So him sleeping with another mare would show him that even if she liked him and he thought she was cute, it doesn't matter because if it's not you, then who cares? He only loves you Twilight".

Twilight sighed, "I understand that part now, but what does this have to do with Luna and 'Creating another Gwen Stacy' as you said?"

"Because Luna loves Peter, unlike other mares like Spitfire, who if she had sex with Peter then I guarantee while she might enjoy it, he won't care because it's not you, and she likely won't press the issue because she got to have a little fun with him. Luna however seems like if Peter did that with her then she would be even more in love and likely try to get him to like her. Then you would have a rival for affection and it could cause Peter to cheat for real", Johnny explained.

Twilight started to understand, "So you just don't want Peter to potentially answer her feelings, is that it?"

Johnny nodded, "Normally I would trust Peter not to cheat on you, but given his fragile psyche plus his stress level, anything can happen. I just love you both as a couple and I don't want you two to break up, and like I said I don't expect Peter to sleep with another mare, the fact that he doesn't want to because it would hurt you shows enough that he truly does love you".

Twilight nodded, she felt a bit happy that Johnny seemed to really care about her realationship with Peter, "Thanks Johnny, I'm glad you're here, even if you do make me angry. But I can assure you that Luna would never do anything like that, she's a good friend to us and I trust her with my life. Besides I won't let Peter out of my grasp anytime soon, if at all".

"Better not", Johnny playfully stated.

Twilight grinned, "By the way, he took your advice on sleeping with another mare...and I joined him".

Johnny's eyes widened, "Wait, you actually did that? With who?"

"Future Sweetie Belle", Twilight answered.

Johnny chuckled, "Pete, you lucky son of a bitch".

The day passed by, everypony stayed mostly in the hospital to keep their friends company. The two Sweetie Belles paid visits to Apple Bloom and Scootaloo.

Applejack's wounds were getting better but she would still need to be in the hospital a bit longer, though Remy stayed right by her side, which Applejack really appreciated.

Rarity and Bobby needed to stay for some treatment; they didn't have it as bad though. But Lightning Dust would need to stay in the Hospital for a good while, though Trixie offered to stay at the Hospital as long as Lightning needed.

While Pinkie was in the hospital healing from her wounds, she had received a visit from a very special guest. The Merc with a Mouth, Deadpool.

"It's so nice to finally meet you Pinkie Pie!" Deadpool said to Pinkie, "I've heard so much about you! Your parties are famous even in my world!"

"Same with you Deadpool! Your awesomeness is well known here…at least by me", Pinkie replied.

"This is so cool, this would be so much better, if you weren't hurt. I feel kinda guilty, when I made that diversion for Vega and his goons, I didn't realize I would be putting you in danger", Deadpool said.

"That's really nice of you, but I also love my friends, I hate that they're hurt, a lot more than I hate being hurt", Pinkie said.

Deadpool groaned, "That's right, you love others, truth be told I don't know much about friendship, I don't have many friends".

Pinkie felt pity, "Aw, poor you. Don't worry; I'll be your friend!"

Deadpool did a happy squeal, "This is so awesome! I'm finally friends with Pinkie Pie! The fans will love this!"

"They sure will, let's do a friendship hug!" Pinkie said.

Thw two shared a nice hug, to which Deadpool said, "First the hugs, then the kissing, pretty soon…bow chika wow-wow".

Pinkie raised her eyebrow, "Huh?"

"Nothing, don't worry about it", Deadpool said and continued the hug.

As the week passed, the injuries started to heal. Within days all the ponies were allowed out of the hospital, though some injuries still nagged.

Apple Bloom still had some mental scarring from her experience but she decided she would do her best to try to get past this, especially after hearing about a story Sweetie Belle told her about Felicia Hardy.

-Flashback-

"What you're going through is something Felicia Hardy, AKA The Black Cat once went through. After that happened she had two choices, be a victim, or become stronger. She chose the latter, hopefully you figure out a way to do so as well".

-End Flashback-

"Ah gotta be strong, like Felicia Hardy, and like Peter", Apple Bloom said with determination, "Ah won't let this get to me".

With Lightning Dust, she had to wear a brace over her wing, she won't be flying for a long time, and it breaks her heart. Not to mention her fears and paranoia of Peter hasn't gone away.

One problem that arose was where would she live? There was no room in Sugarcube Corner with Pinkie Pie since Janet had the only extra mattress, not that she wanted to live there anyway. The Carousel Boutique had no room either, especially since both Sweetie Belles, Bobby and Rarity had all the rooms. Rainbow Dash says she has no room, though it's believed she just doesn't want Lightning living in her home. She was too afraid of Peter to live at the Golden Oaks Library with Twilight, though with Logan, Trixie, Spike, Rumble and Mayday already living there, there just wasn't gonna be proper room for more.

The only options left were Sweetie Apple Acres or Fluttershy's cottage. Since Applejack claims not to have any room, saying Remy had the last mattress, though that could be another case of somepony not wanting Lightning in their home.

So now Fluttershy is the only one left and proving her title of The Element of Kindness, she was willing to let Lightning stay in her home, especially since Laura still hadn't returned. Fluttershy still hopes for Laura to return, and with Logan still searching for her that hope is close to becoming a reality.

Trixie frequently visited Fluttershy's place, especially during Logan's visits, she wanted to help make Lightning feel safe.

While Logan assisted Fluttershy outside in feeding her animals, Trixie spoke with Lightning Dust on her condition, physical, mental and emotional.

"How are you feeling lately?" Trixie asked.

"A bit better, my wing doesn't hurt as much, though it still hurts to flap it", Lightning said.

"Don't rush it, you'll feel better soon but if you're not careful you could exaggerate the injury", Trixie stated.

Lightning groaned, "I hate this, I'm a Pegasus, I'm supposed to fly..." she sighed heavily, "My life sucks, no Wonderbolts, no friends, I can't fly, how much longer am I gonna suffer this?"

"Hey, I'm your friend", Trixie reassured, "And I'll be there for you if you need me".

Lightning smiled a bit, "That's a plus…though these days who do I trust? I mean I thought Vega was my friend…I thought we could be more than friends, he has been very friendly with me on that matter", she blushed a bit, "VERY friendly".

Trixie also blushed, "He really gets around doesn't he?"

Lightning nodded, "Yeah…anyway not the point, I just hope you can prove to be a good friend, though the fact that you went out of your way to help me out when you had nothing to gain shows a lot at least".

Trixie nuzzled against Lightning, "I'll be here for you".

For the first time in a while, Lightning felt safe, something about Trixie made her feel at peace, she believed she could trust her.

Later on as Trixie went to go home she noticed Fluttershy talking to Logan, a blush apparent on her face, though Logan still looked a bit unsure. Trixie would make it her goal now to help this potentially blooming romance.

As they left Trixie passed by Fluttershy, "You're surprisingly bold when it comes to Logan".

Fluttershy blushed a bit, "Thanks, I think".

"Perosnally I think you two make a good couple, as does Peter", she spoke in a lower tone, "Besides Logan does that that aroma to him that even I can't deny".

Fluttershy blushed a bit, "What aroma?"

Trixie blushed, "I've always thought he had the right sex appeal to him, one that makes a woman feel lucky to be around him", she giggled a bit, "Sharing a room with him has it's perks after all".

Fluttershy blushed a bit, "Um, I wasn't thinking that far ahead".

"So you have been thinking about it", Trixie said with a confident tone.

Fluttershy blushed heavily, "Uh…hold on Trixie, I think I hear my animals calling, they really need my help, gotta go".

As Fluttershy left Trixie said one final thing, "Follow your heart Fluttershy".

Trixie walked off and caught up to Logan, "So, things going well with you and Fluttershy?"

Logan glared, "Don't start on that".

"You should give this a shot Logan, what do you have to lose?"

"You really need to learn the history of my past romances", Logan stated.

"If Peter went by past romance troubles, he and Twilight never would have gotten married, think about that", Trixie insisted.

Logan sighed, he knew they weren't gonna relent on this, but even he can't deny to himself that he's indeed curious about this.

Future Sweetie Belle wanted to talk to Peter about their three way that they and Twilight had, but Peter said one thing.

"It happened, but I don't want to deal with that now. The only reason I'm not too upset is because Twilight was there, for now let's drop the subject".

Future Sweetie felt some guilt but Twilight assured her that things would be fine, and that it was still fun at least.

Soon a whole week had passed, and in Tartarus, Wesker grinned and said the sinister order that the heroes will soon dread.

"Time to unveil my plan".

In Ponyville things seemed to be peaceful. Rumble and Mayday were playing with The Cutie Mark Crusaders and Future Sweetie Belle. Apple Bloom seemed to enjoy herself a bit, though her usual hyperness seemed a bit lacking, she was determined to continue living her life and not letting Vega win.

Peter, Twilight, Trixie, Spike, the other elements, sans Fluttershy and the other heroes were watching the foals while talking amongst themselves.

Fluttershy eventually arrived with Lightning Dust. Peter tried to wave to Lighting, but she got scared and walked close to Fluttershy as if trying to hide from Peter.

Peter felt some guilt, he hates that a pony is afraid of him, but he brought this on himself he feels. Once they sat, Lighting stayed close to Trixie while making sure she wasn't near Peter. Fortunately Trixie wasn't too close to Peter, she sat more at the edge of the group while Peter stayed in the center, so Lightning felt a bit safe.

Things didn't get much better for Peter. A few other friends passed by with bittersweet results. He saw Lyra and Bon Bon, after waving to them, Lyra waved back but Bon Bon moved her along while glaring at Peter.

He tried waving at Vinyl Scratch and Octavia, while Octavia waved back, Vinyl just kept moving her along, glaring at Peter through her shades.

Then he tried with Derpy Hooves, Dinky Do and Dr. Hooves, and while Derpy and Dinky waved back, Dr. Hooves kept moving them along, shooting a glare at Peter.

"I have the lousiest luck I swear", Peter lamented, though Twilight patted his arm.

"Don't worry about it…though I do wonder what has gotten into Bon Bon, Vinyl and the Doctor?" Twilight wondered.

"I can answer that", Pinkie said, "Based on what I heard from Cloudchaser, she said that they blame you for what happened because the villains were after you".

"Well honestly if there's one thing I hate is when everypony blames Peter for something that's beyond his control, I mean seriously, is he the go to guy for all the nonsense in the world!?" Twilight asked.

"Twilight, its fine, I'm used to it", Peter explained.

"I know you are, you're a kind pony Peter", Twilight said a bit cheerfully, then went into a more serious demeanor, "But I hate when ponies take your kindness for weakness, what happened was not your fault".

Something about that made Applejack feel guilty, she remembered blaming Peter when he found her with Apple Bloom, she had to say something, "Honestly Twilight, take it from me, those who blame Peter are just too stubborn to understand a situation".

Peter knew what Applejack was doing so he chimed in, "And I'm sure they can get over it, I mean it's a stressful situation, I don't fault anypony for being mad".

Peter flashed a friendly smile to Applejack, to which she tipped her hat slightly.

"It's not just Peter Twilight", Johnny admitted, "It happens to all superheroes, I've seen it happen to other heroes, like Daredevil".

"Sometimes The Avengers, and myself along with The X-Men", Logan said.

"Oui, oui, Mon Ami, there's still strong discrimination against us mutants", Remy said.

"Even we in The Fantastic Four deal with this type of stuff, you should see how people treat my friend Ben", Johnny said.

"Not many like a guy who's a giant rock unfortunately", Peter said.

"My sister Maud would like him", Pinkie stated.

That caused a chuckle with The Elements, Trixie, Spike and Peter, though the others didn't get it.

"What does your sister have to do with this?" Bobby asked.

"My sister likes rocks, a lot, we grew up on a rock farm after all", Pinkie said.

Trixie grumbled, "Rock farms…I hate rock farms".

Twilight sighed, "Still, we need to figure something out, anypony that's a hero shouldn't be ridiculed".

"Actions speak louder than words Twilight, we'll just keep doing what we do, if ponies still wanna hate, that's their problem", Logan said.

"Exactly", Peter said.

At that moment, a big cloud of dark energy started to form in the air. It was pretty far but still noticeable to those in Ponyville.

"What's going on over there?" Twilight asked.

The ponies looked over to the forming energy, giving Peter and Twilight a sense of Déjà vu.

"Something bad is gonna happen", Peter said, very worried about this situation.

Twilight had sensed the evil magic, "Yeah, you're right…what's Wesker up to?"

Future Sweetie and the foals noticed the dark energy, to which Future Sweetie started getting a bad feeling about this, "This won't end well".

Peter walked forward, "First things first, we need to make sure the ponies in this town is safe!"

"Let's start with the foals, we need to get them home!" Twilight stated.

"Then get ready for the fight of your life!" Logan shouted.

Near the portal in question, Wesker is welcoming Doom's army, "Time to leave your mark…".

Robots had entered and stood in formation as Wesker stood on the front line. Vergil had led a few monsters to the front lines as well, ready for a war.

"Go, and find Spider-Man, bring him to me, bring Princess Twilight Sparkle as well", Wesker ordered.

"Don't forget my Queen to be, Fluttershy", Vergil said.

Bison stepped forward, "As for their friends…their lives are of little importance".

The monsters and robots rushed in to attack, going in the direction of Ponyville.

Wesker and his allies also made their way to Ponyville as Tirek, Discord and The Sinister Six watched from the gates.

Think they have a chance?" Discord asked.

"Probably, though Wesker's arrogance could cost him dearly", Goblin said.

"Doesn't matter, we will control this world, whether Wesker wins or not", Tirek said.

Electro huffed a little, "Personally I'd like for them to avenge Shocker".

"And Vega", Sonata said and looked saddened, "I'll miss him so much!"

That caused her teammates to roll their eyes; she's such a drama queen.

The enemy headed to Ponyville as the heroes attempted to make sure everypony was safe, avoid another situation like with Vega as the villains rushed over. Peter, Johnny and Bobby had gotten their superhero attires while Future Sweetie slipped into her Latex, ready for a fight.

As the villains approached, an Aria filled the air.

Vergil had readied his sword as he marched toward battle.

'This day is going to be perfect
The kind of day that we've been planning all along
Everybody will soon bow down
All their smiles turned to frowns
Soon I shall make their freedom gone'

Peter rushed toward the front lines of the battle, ready for a fight.

'This day is going to go badly
The kind of day I've been dreading all along
All my friends are now in danger
Things couldn't get that much stranger
I hope my worries are eventually proven wrong'

Wesker grinned, heading toward the battle, confidence rising.

'I could care less about their stress
What I want I soon will take
Then, all their hope will go away
I will show them who is better
Through this storm they shall not weather
The truth is I will acquire strength divine
Yes I'll soon become a God
My right to rule shall soon be called
Yes these worlds are going to be mine'

Twilight urged the others to leave as she went with her friends to help stop the evil.

'Please escape before it's too late
We'll find a way to save the day
Hope is something I would pray
I fear that I may lose it
I can barely cool it
I want to keep all evil far away
For I oh so love my friends
I'll protect them until the end
Oh my dear Peter, please stay by my side'

Soon the villains were at the edge of town as the monsters and robots started to invade, ponies trying to escape the oncoming destruction.

Wesker walked in with an evil laugh.

'My tyranny shall begin now
You peasants, time for you to bow'

Peter looked horrified at the invasion that started.

'The villains have arrived
The worlds again collide!
The three worlds will be...'

Wesker grinned.

'Ours, all ours'.

Deadpool scratched his head, "I'll never understand the singing, I mean what's the point? It's very annoying and can be very inconvenient".

"It's our thing, you get used to it", Pinkie said.

In Canterlot, Celestia watched this happening from a telescope, "Oh no, Ponyville's in danger again", she turned to Luna, "Summond our allies".

Luna nodded, "Yes sister".

In The Crystal Empire, Cadance also noticed the evil aura, "Twilight's in danger".

Shining Armor had a determined looking face, "My sister...my niece...Peter...they're in danger".

Wesker, Vergil and Bison walked into the center of town with the monsters surrounding. Balrog, Tron and Cap had joined them.

"So you finally decided to show yourself Albert?" Peter asked.

Wesker grinned, "Confident as always, aren't you Peter?"

Peter looked around at the monsters and robots, "Looks like you've been busy".

"Indeed, you can thank Dr. Doom for these robots, and Tartarus for these monsters", Wesker said.

"You have a fan club there as well it seems", Vergil said.

"Oh, evil creatures know about me, just great", Peter complained.

Twilight stepped forward, "I don't know what you're up to but I won't allow this to continue! So let's skip the typical banter and let's go straight to the part where we kick your sorry asses back to your world!"

Wesker's eyes widened, "Wow, even I must admit that was a bit odd".

Peter was also surprised, but then remembered something important and approached Twilight, "The foals safe?"

Twilight nodded, "Yeah, they're at Sweet Apple Acres with the other ponies and Lightning Dust. They'll be staying there while we along with our friends on both worlds battle these creeps".

As she said that, the other elements along with Spike, Trixie, Future Sweetie and The Marvel Heroes stood by the power couple, ready for a fight.

"Since you seem so confident and ready to fight, I say we skip the banter as you suggested, and go straight to the fun", Wesker pointed to the heroes, "Get them".

The monsters and robots rushed in to attack the heroes.

Johnny had flown into the air and blasted the creatures with his fire, causing a huge fire trail and then sent another fire ball at a group of them leaving a crater.

Rainbow Dash used her speed to fly and punch several of them, delivering hard and vicious kicks and speed powered punches.

Applejack punched each creature that came at her but mostly used her apple tree bucking skills to knock several of them away. She then charged through them, ramming each creature in her path out of the way.

Remy used his staff to whack any creature that came within distance, showing off a little with his twirls and random kicks. He grabbed a few cards and charged them up, "Pick a card". He then tossed them at several creatures, causing an explosion.

Rarity used her martial arts skills to kick a bunch of the creatures and delivering powerful punches. "I'm gonna need a spa day after this", she then zapped a few of the creatures with her magic.

Bobby blasted several with ice blocks and froze a bunch, allowing him to rush around on his ice bridge and attack everyone in sight with an ice sword.

Pinkie Pie mostly hopped around, avoiding the creatures though she would occasionally throw pies at them and then bash them over the head with pans. She also grabbed a few barrels and tossed them at the creatures and pounded her chest after each throw.

Deadpool grabbed his swords and slashed all the creatures while humming a tone. "La, la, la-la la!" And then he grabbed his pistols and aimed, "Time to bring the bang!" He then fired at them, shouting "Bang" each time.

Fluttershy didn't' do a lot of fighting; she mostly avoided the creatures, though Logan was there to fight for her. He clawed and slashed at any monster or robot that got too close to Fluttershy. He then did a series of slashes to take down a bunch of them, leaving them broken or battered.

Spike used his fire powers to blast the monsters and robots, though his attacks worked better on the monsters, he made up for it by slashing the robots with his claws. Spike has gotten bit stronger over the years and thanks to his extra battle experience, had gotten a bit more capable in his feats.

Janet had punched all the monsters that came at her but she mostly used her miniature form to shrink down and blast them, even swarming around their heads to confuse them and cause them to accidentally hit each other.

"Ha, I love it when they do stuff like that", she boasted and kept fighting.

Trixie mainly used her magic attacks to attack the robots and monsters, zapping any that got too close to her. She had also levitated some objects and chuckled them at the creatures and continued her assault.

"They don't call me the 'Great and Powerful' Trixie for nothing!" she shouted as she continued to blast them.

Future Sweetie used her martial arts training to fend the enemies away, doing quick kicks and hurricanranas to all the monsters. She had kicked several of them hard to knock them back and punched them just as hard.

"This is a bit different than fighting Changelings, but almost as dangerous", she admitted.

Twilight had used her magic to zap several away or toss a few. She took to the air and zapped down, causing craters with each magic blast and even shot a strong beam to take out big group of them. She rushed down and punched several as she flew by and zapped them off with ease.

Peter zipped around, punching each creature away before moving to the next. Peter's speed was a lot for the monsters to handle; he seemed to be gone from a spot in the blink of an eye. The robots had better tracking of his speed but they were helpless against his strength as he punched them away. Peter then used his webbing to grab a monster and whip him around, causing him to ram into his allies and then let the monster go to be tossed far away.

Wesker looked almost impressed, these heroes seemed to be handling themselves really well. Though he was curious when he saw Future Sweetie Belle, he doesn't believe he's seen the likes of her around.

"Don't think any of you will win that easily! I didn't come underprepared!" Wesker warned them and sent more.

"Time for a little teamwork!" Peter shouted.

Peter created a huge spider-web and punched several of the creatures to the web, allowing Johnny a free shot when he sent a huge fire blast at them.

Bobby froze several creatures in place as Remy tossed his cards at them, destroying them on the spot.

Rainbow Dash used her speed to disorient the monsters as Applejack buck kicked each one that got dizzy, knocking them leagues away.

Sweetie kicked a few and monkey flipped them up, allowing Twilight blast each one out of the sky. Twilight then grabbed a few with her magic and tossed them to Sweetie and she kicked them as they landed down.

Vergil looked furious, "We have more where that came from! Send in the special forces!"

At that moment more monsters came, but they looked a little deformed compared to the other monsters. Deadpool fired at them but they seemed a bit more durable to bullets and let out a roar.

"Yeah that's gonna be trouble", Deadpool said.

"These monsters have a little boost that I gave them myself", Wesker stated.

Peter looked horrified, "Oh God, he must have used a virus on them!"

The monsters lunged at the group but Johnny blasted them, "Still no match!"

Peter still looked pretty concerned, he then called out to Spike and Wasp. "You two, make sure the ponies get away ok!"

Spike and Wasp nodded and started rounding up the ponies to a safer location.

Logan also took care of creatures, slashing through them with relative ease, "Ugly bunch of bastards", he turned to the villains, "Ain't you got more of a challenge for me?"

Logan then suddenly he found himself blocking a sword strike. He looked in front of him and received a surprise, "Strider Hiryu!?"

Strider glared at Logan and then kicked him back and aimed his sword, "I shall slay you Wolverine".

Logan got up and got into a fighting stance, "Looks like these scumbags are starting to control the Capcom Heroes".

"Considering how much they hate us, hard to say if they're being controlled", Johnny said.

"Hey, gives us more reason to kick their asses", Logan said with a cocky grin, "Let's go bub!"

Logan and Strider clashed their claws and blades, Logan doing more offense and Strider playing defense. Eventually Strider tried taking his shots but Logan was able to fend him off and continued his attack.

Johnny continued blasting creatures from above, "Let's just deal with them so we can move on to attacking Wesker and his goons!"

Suddengly he got hit on the head with a projectile, "Ow, what the hell!?"

Rainbow noticed what hit him, a type of boomerang, "Those monsters are using weapons to attack!'

Johnny looked down to see who attacked him, then looked surprised, "Wait, you? You can't be serious".

The boomerang returned to its owner, a red Pegasus pony with a triangle red beard, a racer type helmet and a white cape.

"Is that…Viewtifull Joe?" Peter asked.

Joe got into a pose, "Henshin a Go-Go baby!"

Peter nodded, "Yeah, that's him, the only hero that shows off more than Johnny does".

Johnny did a sarcastic laugh, "Very funny Peter", he turned to Joe, "As for you, no one throws a boomerang at my head and gets away with it, take this!"

Johnny flew at Joe but he activated his watch, "Slow!" Time slowed down as Joe moved out the way and then kicked Johnny.

"Mach Speed!" Joe rushed in and landed several punches on Johnny and then kicked him back.

Johnny got up, feeling in some pain, "Annoying little chump!"

Joe posed, "You can't match my speed, no one can".

"Is that so?" Rainbow Dash said and approached Joe, "Try fighting me then hot shot!"

Joe grinned to Dash, "Hope you're fun to fight".

Rainbow and Joe engaged in several matched blows, though Joe eventually snuck in a shot to her ribs and then a knee to her face.

"Boom baby!" Joe shouted.

Johnny went to Rainbow's side, "Let's take him down together!"

The two then rushed in on Joe, attacking him on both sides, knocking him back a little. They then took the opportunity to do a dual punch to him and knock him back further and then did a dual kick to his head.

Joe shook it off, "Nice shot there", he got into stance again, "Now it's my turn!"

The two rushed in on Joe but he activated a button on his watch, "Henshin a bye-bye!" Suddenly there were several Joes surrounding the Pegasus duo.

"What the hell!? How'd he do that!?" Rainbow asked in disbelief.

The Joes surrounded the two Pegusai as they did a mock laugh.

"You can't beat us now!" They boasted.

The two got into position, ready to deal with the several Joes that surrounded them.

Peter looked concerned, first Strider Hiryu, now Viewtiful Joe, how many more Capcom heroes were there?

"Let's bring some more shall we?" Wesker taunted as Vergil started opening a portal.

"I don't think so!" Peter shouted and then rushed in and tackled Wesker and Vergil into the portal, with Bison immediately following after them.

"No! Peter!" Twilight shouted, but found herself surrounded by more enemy creatures, "I won't let you deter me!" Twilight shouted as she zapped them.

Meanwhile the four are flying through the portal at top speed, with Peter battling Wesker all the way through as their forms started to change.

Once on the other side they found themselves in the wasteland of New York City. Peter stood up and held his head, "That's a big headache".

He then noticed something weird, for one he was taller and two he had fingers. He stood up and looked down and much to his shock, sees that he has returned to his human body.

"Oh my God, I'm human again…after all these years..."

Peter then looked to the side and saw Wesker stand, he too had returned to his human form, as did Bison and Vergil.

"Better than that pony form", Vergil said, looking at his once again human-like body.

Peter got into a stance, "Different world, same villains, you three are going down!"

Suddenly Peter found himself surrounded by Doombots and Skrulls, ready for a fight.

"That's not good", Peter said.

The creatures rushed at Peter as he did his best to fight them off.

"Man, I feel kinda rusty in this body, been years since I was human", he said as he punched the monsters away.

During this, some of the monsters were attacked from a nearby area. The monsters looked and were each taken down with a different attack.

Some were blasted by blue fire balls, some blasted by demon magic and some blasted by bullets.

"Did Ryu, Dante and Chris come here?" Peter wondered. He turned to the side and saw the three assistants, "That's not them".

Instead was Ryu's Best Friend, Ken Masters, who rushed in and did a hurricane kick to knock the creatures away.

Then came Dante's sidekick Trish, who whipped around a sword named for Dante's father, Sparda. She also used her demon magic to zap several of them and even shot a few with her pistols.

Finally was Chris Redfield's partner of over ten years, Jill Valentine. She used her machine gun to shoot several monsters and even used some martial arts type skills.

Wesker, Vergil and Bison looked irritated at seeing more of their personal enemies, they remained unseen.

After the creatures were taken down by the Capcom heroes, Peter approached the trio, "Great to see you three, you really helped me out".

Jill glared, "We're not here to help you".

The three got into a fighting stance, worrying Peter, "You're kidding right?"

Peter groaned, "Come on, can't we settle this rivalry another time!?"

Ken readied his fists, "We know the trouble you cased for Ryu, Chris and Dante!"

Trish pointed her sword, "We're gonna put an end to your nonsense Spider-Man".

Peter groaned as the three Capcom Heroes readied for battle.

As they went to attack, Peter lamented, "My life really sucks at times".

Author's Note

The Final battle is getting closer.

BTW, hope you all enjoyed the little variation of 'This Day Aira'. Normally I'm not that into MLP music but that song's an exception.

Final Battle I: NYC Fight

Things were turning out bad for Peter now, he was far away from his friends, about the fight the friends of three guys who hate him, not to mention he knocked all three of them out, further creating more complications.

"We're in the middle of a war, can't we settle this later?" Peter asked.

"Yes, this is a war, one you are making worse with your meddling", Jill said, "From the info we've received from Chris, you have caused Wesker to escape on occasion, you are dooming the world by not standing aside and letting us handle things".

"Wesker came to that world to find ME though!" Peter shouted.

"Then let US handle it, the last thing we need is for this to drag on the way it has, next time just let Chris do his job and come when needed, otherwise you're a nuisance!" Jill shouted.

Peter face palmed, "That's really stupid logic! Am I supposed to ignore everything Wesker's done to my world!?"

"Hey you held your own and that's fine, but once Chris arrived with Ryu and Dante, you should have just let them handle it from there, they're more than capable of bringing those villains down", Ken explained.

"But you and your hero friends wanna be show-offs and add to the problem!" Trish shouted.

"Besides, you can't handle them, you think because the world thinks you're a great hero means you can go off and do whatever? You're just a vigilante, and people like you who take the law into your own hands do more damage to the system than good, we don't need the help of vigilantes!" Jill shouted.

"Funny you say that since your buddy Chris befriended a vigilante pony", Peter retorted.

Jill glared, "Yeah your gonna get yours now kid", she turned to her allies, "Attack him!"

Trish rushed in and swiped her sword at him but he evaded and shot webs at her to knock her away.

Ken rushed in and did some quick karate attacks to Peter but he blocked and dodged them and hit an uppercut to Ken.

Jill rushed in and did a diving kick to Peter's chest and followed up by attempting to kick his head but he dodged and whacked her back.

Ken then fired a Hadouken but Peter dodged, though he was hit with Trish's electricity and then Jill followed up with an Arrow Kick to Peter's chest.

Ken then rushed in and did a few punches and followed up with a Hurricane kick, knocking Peter a bit woozy.

Trish then whacked Peter with her sword and allowed Ken and Jill to rush in and double team him with quick shots, ending with Ken hitting his gut, Jill kicking his face and then both did a side kick to his chest to knock him back, to which Ken managed to blast Peter with a Hadouken.

Peter rubbed his head, "Man these three hit hard, doesn't help that I'm a little rusty in this form, I haven't been a human for years".

Trish attempted to slash Peter with her sword but he jumped over her and webbed her to fling her across the area.

Ken rushed in and did a knee to his gut and hit a strong Shoryuken to knock him back.

Peter shook it off and glared at his opponents, "Dammit, three worlds are at stake and you all wanna continue this useless fight!?"

"If it gets you out the way and ends your constant meddling, then yes we do!" Jill shouted.

Ken rushed in to attack again but Peter managed to parry his blows and deliver a strong punch to Ken's gut and then kneed his face to knock him back.

Trish went after Peter again but he did a jump kick to her face and then swept her leg and tried to punch down, but she rolled away last second.

Jill grabbed her Machine Gun and fired at Peter but he cart wheeled away and then shot a web at her to restrain her arms. He then rushed in and punched her across the block, though Ken took this opportunity to strike Peter from behind.

"You're going down Spider-Punk!' Ken said and fired a Hadouken at him.

Meanwhile back in Equestria, all the fighters there are trying to fend off the monsters, though them being led by Captain America hasn't made things easier.

Tron Bonne also led her own assault, using her machines and robots to attack the ponies, though they were repelled for the most part.

"After we're done here, maybe I can loot this place", Tron stated.

Plus Strider Hiryu was there, doing battle with Logan while Viewtiful Joe was doing battle with Rainbow Dash and Johnny Storm.

Strider slashed his sword at Logan, also using his speed to move quickly, essentially making himself appear in multiple places at once to slash Wolverine at each angle, drawing quite a bit of blood. Though the wounds healed fast, he still found it a bit overwhelming.

"You won't last much longer Wolverine", Strider taunted.

Logan kept himself in a defensive position, waiting for the right opening to take Strider down. Once he saw one he immediately went for his lets and slashed at them, causing Strider to stumble and Logan to rush in with a slash to his back.

Strider fell over in pain but that wasn't gonna be enough to stop him. He continued his assault, attacking Logan at every angle until Logan managed to disarm him by slashing at his hooves, making him drop the sword and then kicking it away.

"That's enough Strider, you ain't got yer weapon no more so-", Logan was interrupted when Strider struck him hard in the gut and then kicked him away. Even without his sword, Strider was very strong, his hooves strong enough to do damage on their own.

"Fool, I never rely too much on my weapon, I have trained for a moment like this!" Strider went to attack again but Logan did a monkey flip to keep him at bay.

Watching nearby was Fluttershy, she was really worried for Logan's well being, Strider looked really strong, he might prove to be too much for Logan.

While this was happening a monster had snuck up on Fluttershy, ready to strike down on her. She was too busy worried for Logan to pay any mind.

While Logan was playing defense against Strider's attacks, he noticed Fluttershy's danger, "Fluttershy! Behind you!"

He rushed at her to save her but Strider had gotten his sword back and rushed in to stab Logan from behind.

Fluttershy turned around and saw the monster looming and about to strike down, but before that could happen; another pair of claws pierced through the monster and tossed it away.

Those claws belonged to Laura, she had arrived in the nick of time to save Fluttershy from the monster that was about to strike. She looked down to Fluttershy with an apologetic face and helped her up, "Are you hurt?"

Fluttershy shook her head, "I'm fine, thanks for rescuing me though".

Laura rubbed her head, feeling a bit odd at the moment, "I'm…I'm sorry I hurt you".

Fluttershy looked at her with sympathy, "I'm fine, but what had me worried was that you were gone for a week, I thought something bad happened to you".

Laura looked surprised to hear this, even after what she did, it seemed that Fluttershy was more concerned with her well being than anything. Laura's guilt started to take over, starting to realize that Fluttershy likely does care about her.

Unfortunately she doesn't have time to think much about it, there are still monsters around and Logan is still having trouble with Strider, "We'll talk later, just get somewhere safe".

Fluttershy nodded and got out of the way as Laura extended her claws, "Come at me you ugly bunch of freaks!"

While Laura handled the monsters, Logan still battled against Strider. At this point he realized he doesn't need to knock Strider out so much that he needs to at least free him from his controlled state. As Strider went to attack, Logan played more defense, waiting for the right moment to free Strider from his control.

Logan jumped to a rooftop as Strider followed and continued to slash at him, trying his hardest to take Logan down, though Logan was simply waiting for the right moment to strike. As Strider went in for a stab, Logan sidestepped and slashed Strider's side and then went straight for his mind control device.

Strider evaded and slashed Logan across his gut and then kicked him off the roof. He jumped down to impale Logan but he rolled out the way and quickly went after the device again, this time successfully destroying it, causing some pain for Strider.

Logan then took the opportunity to punch him really hard to knock him out for the moment, mainly so Strider can wake up with a better composure. He took Strider to Fluttershy, "Watch over him a moment, let us know when he wakes up".

Fluttershy nodded as Logan ran back to the battlefield, attacking all the monsters and robots.

Meanwhile with Johnny's battle, he along with Rainbow were fighting off the multiple Joes but that was proving to be very annoying. Despite them being copies they were really strong and pretty quick.

"Which one is the real one!?" Rainbow asked while punching them away.

"Not sure, just keep fighting!" Johnny shouted as he blasted them.

The real Joe leapt into the air and activated his watch, "Six Machine!"

A plane arrived and fired missiles at the duo but they flew around to escape the missiles, though once they were far enough, Johnny destroyed them with his fire.

Joe then flew up and punched Johnny hard in the gut and kicked the side of his head. He then flew at Rainbow and threw several punches at her and then kicked her down.

Johnny shook his head and fired more fire at Joe but he used his slow to dodge and his speed to fly in and kick his face and then whack him down to the ground.

Rainbow flew over to Johnny, "He's pretty tough, any ideas?"

Johnny spat some dirt out of his mouth, "We gotta keep close together, if we let him separate us he'll pick us apart".

Jo flew down and tossed some Voomerangs at them, hitting them on occasion. He tossed a bomb at them but Johnny quickly kicked it away and fired a fireball at it to destroy it.

As Joe flew in he once again activated his clones and sent them to attack. Each one struck Johnny and Rainbow and knocked them back pretty hard as Joe did a mocking laugh.

"The Human Torch doesn't look so Fantastic now does he?" Joe taunted.

Johnny grew annoyed, "Hey watch it bro!"

Joe landed down and once again surrounded himself with clones, "Who knew fighting that copycat Joe would give me such great ideas?"

Johnny blasted at the surrounding clones but the real Joe was able to get in and hit Johnny with a few attacks. Rainbow went to help but Joe struck her hard in the face, struck her gut a few times and did a strong uppercut attack to her.

Johnny recovered and then kicked Joe from behind while he was distracted and then blasted him with fire. As Joe tried to get up, Rainbow flew in and did some quick punches of her own and finished with a forearm smash to his face.

Joe shook it off and did a twirl kick to Rainbow to knock her away and dodged a punch from Johnny and punched him back. Rainbow flew in again to tackle Joe down and started wailing on him.

Joe blocked an attack and punched her off but as he got up, Johnny did a flame punch to Joe and continued with a few more and kneed Joe in the face.

While Joe was down, Rainbow kept him restrained while Johnny destroyed the mind control device.

"There, no longer under Wesker's control, speaking of which where is-" Johnny was cut off when Cap's shield hit him and rebounded to hit Rainbow Dash as well.

Cap caught his shield and stood in a stance, ready to keep fighting. Applejack and Remy rushed in to battle against Cap, with Applejack throwing punches and Remy using his staff, though Cap's quick movements made him hard to keep up with.

"Is that the best you have!?" Cap taunted and then whacked them both back with his shield, "I'm not the leader of The Avengers for nothing".

"You had your faults honestly", he heard a voice say. He turned and was immediately blasted by a beam, courtesy of Iron Man and his updated armor. He now resembles an Alicorn rather than a Unicorn, "Hello Steve".

Cap stood and glared at Iron Man, "To attack your Captain is munity".

Thor and Hulk appeared besides Iron Man, ready for a right.

"With all due respect good Captain, you aren't yourself", Thor said.

"Let's knock some sense into him, Avengers attack!" Iron Man said as the three ponies flew in to attack Cap.

Cap stood his ground and blocked attacks from all three men, mainly with his shield, though Thor's Hammer proved to have a lot of strength when Cap got knocked across Ponyville with Iron Man following with Ion blasts.

Thor sent some lightning at Cap but he dodged and tossed a shield at his face to knock him back. Hulk jumped and landed down with a thud but Cap had moved and hit Hulk in the face with his shield, knocking him a little woozy.

Some monsters and robots came to the aid of Cap, attacking the three Avengers while he used their distraction to attack them easier, tossing his shield at them when they have their back turned and even attacking them head on.

While Twilight was fighting, she noticed that the portal was still open, "Maybe I can go help Peter!" She rushed to it but Balrog stood in her way, "You aren't going anywhere little pony, I'm being paid good money to make sure the bosses win".

As Balrog went to attack, he got blasted back by an unknown magic source. Twilight turned around and saw Luna incoming. She blasted other creatures out the way and landed with Twilight.

"I'm so happy to see you, did you come alone?" Twilight asked.

"No, Leon Kennedy, Lady, Clint Barton and Sunset Shimmer are also joining, their Chariot should be here shortly", Luna explained and then looked around, "Where is Peter?"

Twilight motioned to the portal, "He tackled Wesker, Vergil and Bison through that portal, I think it leads to his world".

Luna observed the portal, "Looks like we're gonna have to go back to their world, it's been a while though".

Twilight nodded, "Right, I could use some assistance", Twilight turned to her friends, "We'll be back after we get Peter!"

Future Sweetie battled some creatures, "Yeah go on, we got this!"

Twilight nodded and charged her horn, "Let's go".

Both Twilight and Luna jumped through the portal, making their return to Earth, as well as a return to their human forms.

Meanwhile on Earth, Peter is still fending off Ken, Jill and Trish, blocking, evading and parrying their attacks well, getting his human groove back.

"You know you're wasting your energy fighting me when you should be focusing on the enemy! Our common enemy I might add!" Peter shouted as he did a leg sweep on them.

They each got up and did a triple kick to Peter to knock him back.

"Hard to fight when you have obstacles in your way", Jill said.

"Yeah seriously, you probably believe your own hype that you're this greatest superhero, what makes you so great anyway!? Defeating some giant green guy?" Ken asked as he elbowed Peter hard in the face, allowing Jill to do a jump kick to Peter. "I've defeated Blanka, where's my hero accolades?"

Peter groaned, "You're comparing some jungle guy to a man of pure evil? Yeah that makes total sense, all those fights loosened something in your brain, I don't know the excuse for Trish and Jill…unless it's your time of the month and you're just frustrated".

Jill and Trish went wide eyed a moment while Ken held back a chuckle, though it didn't last long as all three continued to assault Peter with their attacks.

Peter eventually got knocked back to a wall while Trish charged some magic, Ken charged a flaming Hadouken and Jill aimed a Grenade Launcher of Grenade, Flame and Acid rounds.

"You should have stayed down when you had the chance, now you're gonna-", suddenly Jill along with Ken and Trish got blasted away from Peter.

Peter turned to see the two women he is always happy to see. First there's Princess Luna, in her glorious human form, looking as elegant as ever. Then there's Twilight, the one behind the attack on the Capcom trio, also in her human form, wearing her Amethyst Witch attire.

"Twilight, Luna, glad you could make it, haven't seen those human forms in a while huh?" Peter said.

Twilight nodded, "Yes, feels odd but hopefully I can get adjusted to this body again".

Jill and her allies got up and glared at Twilight and Luna, "Who the hell are you two!?"

"I'm Twilight Sparkle, or The Amethyst Witch in this attire. I am the Princess of Friendship and the wife of Spider-Man", Twilight explained.

"I am Luna, friend of Spider-Man and Princess of the Night", Luna explained.

Ken raised his eyebrow, "Princess of the Night? So there's a princess of the daytime?"

"That would be my sister", Luna explained.

Ken chuckled a bit, "How weird, anyway I think they're from that pony world."

Jill nodded, "Yes, the one Spider-Man ran off to."

Twilight growled, "He didn't run off to our world, I brought him there and we fell in love with each other!"

Peter did a peace sign, "Sure did, best thing to happen to me."

Jill glared briefly, "We don't care about your sappy romance story", she turned to Twilight, "Just take your husband back to your world, let me and my team handle Wesker".

"Who are you three anyway?" Twilight asked.

"I'm Jill Valentine; you probably met my partner Chris Redfield".

Twilight tapped her chin, "Yeah, I know Chris Redfield, he uses guns as well and wears a bullet proof vest, real jerk he is, almost as much as that Dante guy".

Trish wasn't pleased to hear that, "Dante's my friend, watch your mouth when talking about him!"

Twilight turned to Ken, "Based on your attire, is it safe to assume that you're a friend of Ryu?"

Ken nodded, "Yeah, best friend in fact, we had the same martial arts teacher".

Twilight pieced it together, "So the friends of Ryu, Dante and Chris Redfield have all formed a team, and like them you let your rivalry with the Marvel world cloud your better judgment".

Trish aimed a gun at Twilight, "You're really asking for it, if you don't stop running your mouth-"

"How dare you threaten her!" Luna interrupted, "For that I shall make you suffer my wrath!"

Jill and Ken also got into a fight postion, but before a fight could happen, they found themselves surrounded by doombots and skrulls. Watching from nearby were Wesker, Bison and Vergil.

"Jill, so good to see you", Wesker said with his usual sinister tone.

"Wesker, glad you showed yourself", Jill said.

"Ken Masters...I bet you wish Ryu was here right about now", Bison taunted.

"I can handle you Bison! I got the power to!" Ken shouted.

Vergil looked at Trish with disgust, "Dante's pet".

"Aw what's the matter Vergil? Upset that your brother gets more than you do?" Trish asked in a condescending tone.

Wesker looked to Twilight and Luna, "I see Peter has brought his wife and…wait are you that Night Princess I fought in Canterlot? The one I dealt that devastating defeat to?"

Luna clenched her fists angrily, "You got lucky last time Wesker! This time I will defeat you!"

"If you can get past these robots and aliens", Wesker while grinning, "Though I do hope they keep you alive, as with that Power Couple".

Luna raised her eyebrow, "What do you want with me?"

Vergil stepped forward with a sinister grin, "You shall soon see my dear Princess".

Luna decided to try and go after the three villains but the other creatures attacked her for doing so.

Peter and Twilight banded together and readied for a fight as the creatures came to attack.

"What are those strange green creatures?" Twilight asked.

"Those are Skrulls, creatures from another planet, they've invaded this world many times, they're usually chased away by The Fantastic Four though", Peter explained.

Twilight blasted a few with her magic, "Johnny and his friends have strange enemies!"

Peter shot them away with webs, "Think they're strange, wait til you see The Kree".

As the creatures attacked, Peter, the princesses and the Capcom trio fought them away, able to handle themselves pretty well.

During this invasion, a grenade was launched at the creatures and knocked them back. Jill looked to see if it was one of her allies but to her surprise and the surprise of the others, she saw The Punisher.

Twilight looked suspiciously at him, "Any idea who that is?"

Luna was a little concerned, "He doesn't look very friendly".

Peter looked very surprised, "That's Frank Castle, The Punisher, he isn't your typical hero but he's on our side".

Punisher walked into the battlefield, and brought out his handguns, "Alien scum!" He fired at the monsters while the others continued to attack.

While fighting, Peter called out to Punisher, "Hey Frankie! Great to see you!"

Punisher snarled, "Don't call me Frankie!"

Peter put his hands up defensively, "Relax, just messing, so I take it you're doing your rogue business?" He punched an oncoming enemy.

Punisher continued to shoot, "Actually I came with some backup".

As he said that, a long arm stretched over to punch all the Skrulls and Doombots. Peter looked to the direction of that arm but he had a good idea who it was, "Reed!?"

Reed Richards came into the area, "Peter? It's so great to see you after all these years!"

Twilight looked to Reed, she recognized his name and his suit, "Reed Richards? Leader of the Fantastic Four?"

"I wouldn't say leader, mainly since my wife's in the group", Reed said a bit sheepishly.

Wesker groaned at the arrival of Reed, "How many more are coming?" he turned to his allies, "Let's go".

The three villains left, but that didn't go unnoticed by Jill, "Ken, Trish, follow me!"

The three Capcom heroes went after the villains.

Meanwhile Peter and company eventually overpowered the enemy forces and managed to finally clear the area of enemies.

"Looks like I got my groove back in this body", Peter said and flexed his muscles a little.

Twilight turned to Reed and Punisher, "Thank you both for coming, you really helped us out".

"No problem…so mind telling us who you and your friend there are?" Reed asked, also referring to Luna.

"My name is Twilight Sparkle, I am one of the Princesses of my home world Equestria, and I am Peter's wife", she did a little bow to Reed.

"I am Luna, Princess of the Night, pleasure to meet you Mr. Richards."

Peter approached her, "Um, technically it's 'Doctor', he's a professor and a scientist".

Luna blushed a bit, "My Apologies Dr. Richards".

Reed waved it off, "It's fine, you can just call me 'Reed', you don't need to be formal, it is nice to meet you both, especially you Twilight", Reed focused his attention on Twilight, "Dr. Strange has told me about you, you're a very smart young woman and very caring of Peter. I'm happy to see that you have married him, speaking as a married man myself I know how sacred such a situation is".

"And I've heard a lot about you from your brother-in-law Johnny…You don't sound boring nerd", Twilight said, much to Reed's annoyance.

"That Johnny, he's very intelligent and yet he refuses to embrace that side, unless it comes to building a car to, and I quote, 'Impress the ladies', such a waste of intelligence", Reed lamented.

Luna groaned, "With all due respect Reed Richards, your brother-in-law is a very brash individual".

Reed sighed, "He hasn't caused too much trouble has he? He's pretty wild I will admit".

"He's beyond wild sir", Twilight explained, "He has a bad habit of running his mouth at the wrong time, though I will admit he's at least a caring friend to Peter, so that evens out at least".

Reed nodded, "Yes, Peter is probably the brother Johnny would love to have, but I do apologize for any grief he may have caused you."

Punisher groaned, "Can we talk later? No doubt the other Skrulls are somewhere nearby, as is their leader Super Skrull, not to mention Doom's invasion, he's about to go full force! Gonna turn the rest of this world into a wasteland, then he'll do that to the Capcom world and likely this pony world".

Reed nodded, "Right, let's go!"

In Equestria, the others have managed to keep the villains at bay, especially once Leon, Lady, Hawkeye and Sunset Shimmer arrived along with some of the Canterlot Royal Guards.

Leon had used his sub-machine gun to shoot the creatures, he had one piece of advice for the infected ones, "Go for the head, and kill them quickly before they mutate further!"

"They can mutate more!?" Applejack asked.

"Yeah, big time, once I fought a guy who slowly mutated into a monster that was the size of a train…literally", Leon stated, causing some worry from the others.

"Nothing compared to demons I've fought", Lady said, shooting all the creatures in her path, "Though these Tartarus monsters would give the underworld ones a run for their money I would say".

Hawkeye shot at each of them with his arrows, alternating his various types to make sure he got all of them, "And who says a pony world is boring?"

Shimmer attacked the creatures, mainly with her sword that she had started getting used to, "This is a lot more fun than using just magic beams!"

Johnny blasted a few creatures with his fire balls, "How many are there!?"

Sweetie used some quick moves to take down as many as she could, "Not sure, the robots might dwindle in numbers but I don't know how many from Tartarus are coming!"

Soon enough Shining Armor arrived with Cadance and some Crystal Empire guards, "Attack!"

Shining led an assault on all the creatures, blasting each one in sight. Cadance herself fired a few blasts at all the creatures, zapping any that came near her or near her friends.

Shining looked around, "Where's my sister?" He blasted an oncoming enemy.

"In that portal", Johnny said while burning a few, "With Peter and the Moon Princess".

It took a moment for Shining to register who Johnny meant, "Wait Luna? What's on the other side of that portal?"

"My world", Johnny said, still attacking.

Shining turned to the portal, "I have to rescue my sister!"

He made his way to the portal but Rainbow called out, "You can't go in there alone!"

Johnny approached him, "Yeah bro, let us help you".

Future Sweetie spoke up, "More of us should go! But we need enough to stay here and protect this world!"

Shimmer stepped forward, "I say that myself, Shining Armor, Rainbow Dash, Johnny Storm and Sweetie Belle go to the Marvel world, the rest can stay here and protect Equestria".

Logan nodded, "Sounds good, we go this then, go save Peter, Twilight and Luna".

Strider stepped forward, "I shall join you".

They all turned to Strider Hiryu, who recovered from his fight with Logan, no longer under control, "They have disgraced my honor with their cowardly ways, I shall join you in this battle".

Shimmer looked a bit unsure but figured to give him a shot, "Fine then", she charged the magic in her horn, "Let's go!"

They all jumped through the portal as the remaining continued to fight off the monsters.

Not too far away, Chris, Dante, Ryu, Chun Li, Nathan Spencer, Felicia Hardy and Thunderlane approached Ponyville, ready for a fight and hoping to find Wesker.

Meanwhile Peter and his allies ran to Time's Square where they saw the Skrulls marching, ready for a war. At the head pf the line was Super Skrull, and with them was the mastermind himself, Dr. Doom.

"Doom!" Peter shouted.

Dr. Doom turned to Peter, "Spider-Man? You have returned after all these years it seems".

Super Skrull turned and grinned, "Ah, more fun…"

Reed stepped forward, "Victor, this has to stop! You're gonna cause instability among three worlds! You'll destroy us all!"

"Richards, how many times have you told this tale? And how many times have I made my point, I will do what I must to rule!" Doom boasted.

Twilight looked pretty annoyed at Doom, he seemed like a real jerk honestly, looks like every world has a tyrannical egomaniac, whether it's King Sombra, Dr. Doom or Albert Wesker.

Dr. Doom approached the heroes as they got into a defensive stance, he levitated near them with a condescending look, "I shall strike you all down, though some of you might make good minions", he turned around and showed off, "Just like them".

At that moment, several familiar Marvel faces arrived, such as Daredevil, Elektra, Star-Lord, Ant Man, Cyclops, Iron Fist, Luke Cage and Black Widow.

"…Applesauce", Peter stated, earning a confused glare from Punisher.

"Applesauce? What the hell?"

Doom and Super Skrull pointed forward, "Attack!"

The Skrulls, Doombots and controlled heroes went to attack the opposition to Doom.

A big brawl erupted in Times Square with Peter fending off many enemies, throwing several punches and sticking them to webs.

Daredevil went to attack Peter but he ducked and hit an uppercut to Daredevil, and then Peter dodged a slash from Elektra and kicked her back as well.

Twilight blasted all the monsters that came close to her but got zapped a little by Cyclops's lasers. When he fired again she matched it in a beam struggle and overpowered him.

Luna also used her magic to fend off several creatures, knocking them across Times Square, sending them crashing through various trucks and windows.

Luke Cage and Iron Fist each threw a punch at her but she blocked it and then pulled them together, causing their heads to collide and then she blasted them both away.

Reed turned his hands into hammers and whacked away all oncoming enemies, spinning around and hitting them all in the process.

Ant Man shrunk down and went to deliver a punch to Reed but he moved out the way and then punched him to a wall.

Star Lord also went to attack but he dodged out the way and slammed his wrecking ball hand into his gut and slammed him through a building.

Punisher grabbed his shotgun and blasted every creature that came toward him, and while doing that, he would also ram any that came in close contact to him with the same gun. Black Widow went to attack Punisher, throwing several punches at him but he was able to block them and then kneed her in the gut, following up by flipping her down.

"Don't think this will be that easy, the Marvel dwellers aren't the only ones I captured!" Doom said and gestured to several Capcom people, such as C. Viper, Cammy White, Claire Redfield, Proto Man and Hsien-Ko.

"They are from Capcom," Reed pointed out.

The Capcom captives went after the five heroes, with Peter fending off Proto Man, Twilight fending off Claire, Luna fending off Cammy, Reed fending off Hsien Ko and Punisher fending off Viper.

At this point Wesker and his allies arrived and noticed the battles down below.

"Wow, even Chris's little sister has joined the fun", Wesker said, referring to Claire.

Doom noticed Wesker, "I have things under control here, go back to that pony world and deal with them before they come here".

"I need something first, magic possessed by that blue haired woman", Wesker said, referring to Luna.

Doom looked to her; she did seem to have an unusual aura to her, "What magic?"

"Something that might make that Symbiote you were working on obsolete", Wesker said.

At that moment, Jill and her allies arrived and saw the big Times Square Battle, "Damn, some of our own have been captured as well".

Ken looked to Claire, "Isn't that the younger sister of your friend Chris?"

Jill noticed, "Yeah…damn Doom, we need to go in there, teach him a lesson".

Jill and her allies rushed into the battlefield to battle against the enemy forces. This didn't go unnoticed by Doom, "Looks like more have arrived, time to send out some of my newer recruits".

Arriving in the battlefield are the now mind controlled Felicia, Amaterasu, Frank West and Mega Man, all of whom were glaring at the heroes.

Peter noticed the situation, "Aw what now? How did Doom manage to control so many?"

Meanwhile Johnny looked around the ruins of New York. Rainbow Dash, now human and wearing a tank top, jean jacket, jean skirt and black shorts underneath, stood by his side, "Sorry about your world".

Shining Armor, himself wearing armor similar to the Roman Empire, looked around, "Where is my sister?"

Shimmer, dressed back in her old Earth Clothing, looked around while holding her sword, "She should be around here, maybe I can try to sense her magic".

Future Sweetie walked checked around, though felt some unease in her Latex suit, especially how tight it was against her body, "Wow this suit is tight…especially in this human form, how did Felicia do it?"

Strider looked around; he can tell there was a battle, "Your friends were around here, they have been fighting".

"Where are they now though?" Johnny wondered.

Just then a familiar woman with bat wings arrived overhead, "If you're looking for your friends, follow me".

Strider looked up at the woman, "Morrigan? I shouldn't be surprised to see you".

"Likewise Strider, now let's hurry, hopefully Zero is there too", Morrigan said and flew off with the others following her.

"Who was that Johnny?" Rainbow asked.

"That's Morrigan, she basically feeds off love", Johnny said.

Rainbow groaned, "Just like Queen Chrysalis".

Doom watched as the heroes faired against all his minions and troops, much to his annoyance.

"How is this possible?" he called into a radio, "Send more now!"

More enemies arrived to battle the heroes. Peter flung some away, Twilight blasted a few, Jill shot several down.

The mind controlled enemies weren't do to well either, they were all being overpowered by the heroes.

"This isn't working!" Doom shouted, then noticed the situation get worse, "Here comes more".

Morrigan flew over to the area and saw all the fighting, then noticed Zero on his way to the fight, "Perfect, this should increase our chances further".

While Peter was fighting, he heard Johnny call from afar, "Yo Spidey!"

Peter turned to see Johnny and friends, "Johnny, you're here too?"

Rainbow approached Twilight, "Hey Twi, your human form looks cooler up close".

Twilight took a nice look at Rainbow, "Wow, is that you Rainbow? You look so different as a human".

"Twiley!" Shining said as he approached his little sister.

"Big Brother, you're here too?" Twilight asked then observed him, "Your human form is pretty impressive as well".

"Yeah, feels weird though, this body takes some getting used to", Shining said.

"Tell me about it, I can't even fly!" Rainbow complained.

Sweetie rushed over as well, "I can barely walk, luckily Felicia's training consisted of human like techniques, I should get used to this body pretty quickly with any luck".

Strider approached Doom, "You dare control me Dr. Doom? You shall suffer the consequences!"

Doom and Wesker groaned, if Strider's free, what are the odds that Joe and Cap had also been freed.

"That's it, no more capturing, I want these heroes destroyed!" Doom shouted and shot some energy beams at everyone, though they all dodged.

"Yo Vic, it's been a while! Still trying to take over the world!?" Johnny asked.

"Silence yourself Johnny Storm, I have no patience for your stupidity!" he zapped at Johnny but he rolled out the way and sent a fire blast at Doom.

Twilight and Peter also blasted Doom with their magic and webs respectively.

Super Skrull did a flaming rock stretch punch to them but they each dodged out the way, allowing Ken to take a shot with his Hadouken.

Wesker, Vergil and Bison stayed clear of this, they knew when they should fight, and now isn't the right time to strike.

As Twilight went to attack Doom again, she got blasted back with some magic. She looked to see a woman dressed similarly to her approach her.

"Trying to rip me off with that attire? Who are you?" the woman asked.

"I'm Twilight Sparkle, the Amethyst Witch", Twilight explained.

"Amethyst Witch? I'm the Scarlet Witch, I don't appreciate being ripped off and parodied", Scarlet said.

Shining stepped up, "Back away from my sister!"

Suddenly a silver blur arrived next to Scarlet Witch, "Someone say sister?"

Scarlet grinned, "Hello brother, shall we destroy this brother-sister duo? Especially the one that ripped me off?"

Quicksilver grinned and nodded, "Sounds good to me".

Twilight and Shining got into position as Scarlet and Silver readied for a fight. Twilight was concerned, she knows her brother isn't used to his new body, she fears it will hinder him, she had to make sure he was well protected.

Soon Scarlet made the first shot, blasting Twilight back as Silver rushed in and dealt a few blows to Shining with his super speed, knocking Shining for a loop.

Twilight got up and blasted Silver away and then blocked an oncoming punch from Scarlet, to which Twilight retaliated with a punch of her own and then a blast to a wall.

Silver attacked Twilight from behind with a kick and turned around to fend off Shining, though Shining's strength came through and he was able to toss Silver aside. He then went in for a strong massive punch to knock Silver for a loop.

Scarlet and Twilight continued fighting, matching blow for blow and eventually came to a beam struggle of sorts with their magic, one that Twilight won and blasted Scarlet away.

Meanwhile the other Capcom controlled fighters are fighting various rebels, with Felicia doing battle with Future Sweetie.

"You're only the second cat girl I know that's named Felicia", Future Sweetie said and kicked Felicia back, "But you don't have her moves!" she did another kick to Felicia's face.

Sunset Shimmer was battling Amaterasu, both using their swords and clashing with each other.

"You're no ordinary wolf are you?" Shimmer asked.

"That's right toots, this pup's got fight!" a small voice said.

Shimmer looked confused, "Huh? Who said that-oof!" Shimmer got knocked back as Amaterasu used the thunder from the sword to zap her.

Frank West was attempting to attack Rainbow Dash with his baseball bat but she was able to dodge the strikes and hit Frank with a few jabs, "Even as a human my speed rocks! I'm a natural!"

Her confidence cost her as Frank managed to make contact with her gut, causing her to fall over. He attempted to slam down but she rolled out the way and did a strong forearm to his face.

"Not as used to this body as I thought, better end this fast", Rainbow said.

Johnny himself was battling Mega Man, dodging the razors from the young robot and tossing fire. Mega Man used his leaf shield to soften the impact and sent a sticky bomb at Johnny, but he rolled out the way last second as it connected with a Doombot, causing it to explode.

"Freaken kid", Johnny said and sent another fireball at Mega Man, but he destroyed it with his flame sword.

Super Skrull was attacking the five other Capcom allies with his flaming rock punches and spinning around in an attempt to connect with them.

Ken rushed in and did a few quick jabs and made room for Jill to rush in with a diving kick and Morrigan to fly in for a kick of her own.

Zero and Trish took turns using their swords to slash at Super Skrull but he blocked each attack and punched them both away.

"I shall destroy all of you!" Super Skrull shouted and slammed down on them, though they moved quickly.

Trish sent some electricity and Ken fired his hadouken to knock Super Skrull back, Jill then grabbed her machine gun and fired at Super Skrull, though he used a forcefield to prevent the bullets from attacking and then went in for a punch, though Jill tossed a grenade in his face.

On instinct, Super Skrull held his arms up to block the explosion and got blasted back, feeling very agitated at the moment.

"Blasted humans! You can't hope to defeat me!" Super Skrull shouted.

"I'm not a human, I'm a demon", Trish pointed out.

"I'm a succubus", Morrigan stated.

"I'm a robot, seriously that part should be obvious", Zero complained.

Super Skull then went into the air and landed down with a meteor crash, causing an impact to knock them all off their feet, to which Super Skrull then whacked them away.

Peter himself is in battle with Doom, dodging all the photon blasts and rushing in for a few punches and hitting a strong uppercut to knock Doom into the air and then webbed him to slam him against some walls.

Strider went to attack Doom with his sword but he got blasted away and Doom focused again on Peter, flying in for a punch and then a hard kick before grabbing Peter by his suit and tossing him through a building window.

Luna sent a blast at Doom but he deflected it and zapped her away with his powers and shot a death beam at her to knock her through some windows.

Peter rushed in again and started assaulting Doom with several shots and ending with a kick to his head, then jumping up to web him and spin him around before slamming him on the floor and then landing hard on his ribs, causing some pain.

Peter then cart wheeled off Doom and kept in a stance just in case. Doom started standing up and glared at Peter, "That won't be enough", he went to attack again.

Back in Equestria, Tron, Balrog and Cap are still leading an assault while the heroes there do their best to fend them off. By this point Viewtiful Joe had recovered from his fight with Johnny and Rainbow Dash and started to assist in fending off the villains.

"After this, I'm totally going to that comic book store, I hope there's some good comics there", Joe said.

The others were still battling.

"How long can we keep this up?" Applejack asked.

"We got three of The Avengers on our side now, I think that helps us out big time", Remy reassured.

Vinyl Scratch showed up in the battlefield with a large stereo, joined by Doctor Hooves.

"Are you ready Vinyl?" Doc asked.

"Damn straight Doc", Vinyl said.

Doc then powered on her stereo as Vinyl pressed a button, emitting a loud supersonic beam from it to fend off the enemy.

"Feel the wubs bitches!" Vinyl shouted as her machine blasted away the creatures.

Doc himself had a mini laser the size of a pen and zapped all oncoming creatures, "Who needs magic when you're a scientist!" He then let out a fulfilled laugh.

Bobby noticed them from where he was, "That's...unusual".

Fluttershy is watching from nearby, just in case her friends need her, especially Logan. She then heard some hoofsteps behind her and turned around to see the other Capcom heroes.

"Where is Wesker?" Chris asked, plain and simple.

Dante stepped up, "And my brother Vergil?"

Fluttershy gulped a bit, unsure if she should be truthful or not, though the glare she got from not only Chris and Dante but from Ryu as well left her a bit nervous.

"Spider-Mane tackled Wesker, Vergil and Bison through that portal that leads to Earth…but some of my friends and that ninja with the red scarf went after them", Fluttershy explained.

Ryu raised his eyebrow, "Ninja with a red scarf? Strider Hiryu?"

Fluttershy nodded, "Yes, that's what Wolverine called him at least".

Dante looked to the battlefield, "Looks like Viewtiful Joe's here too…and those two ponies look like Leon and…wait Lady? My eyes playing tricks on me!?"

Chris curiously looked over to Leon as well, how long has he been in Equestria?

Chun Li looked ahead, "Guess they came here as well, I know Leon and Lady were aligned with each other, we should help them".

"You go on, I need to stop Wesker", Chris said and ran towards the portal.

"And Vergil", Dante said and followed.

"I too must help, Bison is out there", Ryu said and followed.

The three jumped through that portal to go to Earth, leaving Chun Li, Nathan Spencer and Felicia Hardy to go help fight off the robots and monsters in Equestria.

Fluttershy just watched them, then noticed that Thunderlane was still there.

"Where's my little brother?" he asked.

Fluttershy looked a bit unhappy at seeing Thunderlane, considering all the trouble he's caused, and unlike the others, she wasn't afraid to tell Thunderlane what was on her mind.

"Your brother's hiding somewhere, he won't come out with all these monsters, my advice is you wait with him or fight with us…but do not take him away to endanger him", Fluttershy warned.

Thunderlane glared, "I don't need sibling advice from you, I'm going to find my brother".

He flew off leaving Fluttershy a bit agitated, "Laura, please come here a moment!"

Laura finished off a monster and approached Fluttershy, "Yeah?"

"There's some rogue pony that might endanger some foals, mind helping me keep an eye on him?" Fluttershy asked.

Laura tapped her chin, "If he does something stupid, can I hurt him?"

Fluttershy nodded, "As long as you don't kill him".

Laura grinned, "Sounds good to me, let's go".

In the Marvel world again, Doom is blasting at Peter though he used his Spider Sense to help him evade, moving quickly enough to avoid Doom's assault.

At one point Doom nearly blasted Scarlet Witch, causing her to get distracted, "Watch where you're aiming those blasts!"

During this distraction, Twilight was able to attack her with a kick and then blast her across the block, right into a street light.

Strider and Luna went after Doom again, Luna blasting Doom with her magic and Strider slashing at him. Peter then rushed in and unleashed several body shots and punched Doom toward the top of a skyscraper.

Doom felt infuriated and flew down, charging his attacks and unleashed on Peter, Luna and Strider, blasting them to the walls.

Reed took this chance to rush in with a stretch punch but Doom evaded and zapped Reed back. He felt some bullets hit his armor and zapped in their direction, hitting Punisher.

Doom turned to Wesker and his allies, "Feel free to jump in any time!"

"You look like you have this under control Victor", Wesker said smugly.

Vergil however noticed something in the distance, "We have trouble Wesker".

In the distance, Dante, Chris and Ryu had made their way over to the battlefield, shooting, slashing and punching any Skrull or Robot that got in their way.

Ken looked relieved, "Ryu! You made it!"

Jill also looked happy, "Chris, glad you're alright".

Trish gave a smug smile, "Hey Dante, have fun?"

As Peter struggled to get up, Dante and the others walked past him, "Stand down Spidey, you can't even handle one of your own villains".

"Technically he's Johnny's villain, and I'm handling this pretty well I should say", Peter said.

"Barely, you've lost your touch and now this is gonna endanger our world, let us handle my brother and his friends, then you can take that so-called doctor, just clear the battlefield for us", Dante boasted.

Doom growled, "So called? None talk down to Doom like that! Now die!" Doom fired some lasers at Dante and company but they rolled out the way.

Ryu glared at Doom, "So you want to battle us? Very well, we'll defeat you first".

"So all that crap you said about dealing with your own enemies was just that? A bunch of crap?" Peter asked.

"Just stand down, you've already proven what we've known all along, you can't handle things, whether it's your enemies or ours", Chris said.

"Probably why you ran off to that pony world, I'm sure you can save the 'Magic of Friendship' or some shit like that", Dante taunted.

"Luck doesn't make one a great warrior", Ryu said.

Peter huffed, "Fine, but when you get your butts handed to you don't come crying to me".

"Go back to your wife, let us handle this", Dante said as he went in with his allies.

Peter simply did a double flip of the bird at them, Johnny also doing it where he was while he was fighting Mega Man. Twilight also did it to the Capcom trio during her fight with Scarlet Witch, knowing full well what it means.

Doom went in to attack the trio but Ryu hit him with an elbow to his face and then rushed him with several strikes and hit a Hadouken.

Dante then equipped his Fire Gauntlets and struck Doom several times, knocking him around and then blasting him through a window.

Chris then grabbed his Grenade Launcher and blasted Doom with explosive rounds and tossed several grenades at him.

While this happened, Peter decided to go help his friends. Twilight was handling Scarlet just fine but Shining had trouble with Quicksilver.

Silver was punching Shining Armor a few times and rushed around to continue the assault. During that Peter rushed in to punch Silver away and web him to a wall.

Shining then used the opportunity to create a shield of magic and slam it against Quicksilver, "That'll teach you".

At that moment, Twilight had defeated Scarlet Witch, "Guess we know who the dominant witch is now".

Dante overheard that while Ryu was battling Doom, "Replace the 'W' with a 'B' and you'll be very accurate", he said to himself.

While Shimmer was battling Amaterasu with the clashing of the swords, Luna arrived and blasted Amaterasu from behind, giving Shimmer the opening to use her sword to do a magic slash to bring Amaterasu down.

Shimmer grinned as she eyed her sword, I could get used to this".

Luna took the time to free Amaterasu from her control.

Rainbow was still fighting against Frank.

"What's with the camera anyway? You a photo guy like Peter is?"

Frank had a smug look, "Please I'm leagues above Peter Parker, I've covered wars you know".

At that moment, Punisher snuck in a cheap shot sucker punch to the face, "Cover that".

Rainbow then kneed Frank in the face, "Ha! Take that!"

Punisher then freed Frank West from control, "A favor from one Frank to another".

While Johnny was fighting Mega Man, he tackled him down and flew up to blast more fire but Mega Man rolled out the way and fired his Mega Buster but Johnny used his arms to protect himself.

Mega Man went to attack again but he received a stretch punch from Reed. Mega Man turned around and ran at Reed and hit an extension punch to knock Reed back.

Johnny then flew down and attacked Mega Man from behind with a double punch. Mega Man turned around to attack again but Johnny did a fire kick to bring him down and then elbowed hard enough to take Mega Man down and free him from control.

"Hey, I just beat Mega Man, awesome", Johnny said.

Future Sweetie had been battling against Felicia, her slightly damaged from the scratches.

"Damn, if I don't hurry this suit's gonna totally rip", she had a blush, "That's gonna be humiliating".

Felicia went to attack again but Strider arrived and attacked Felicia a bit with his strikes and a strong kick, giving Future Sweetie the opening to do a strong kick of her own.

Strider quickly pinned Felicia down and hit her hard enough to knock her out. He then freed her from control and left her to recover.

"I hated having to do that to an ally", Strider said.

Future Sweetie pitied him, "It's not easy to fight a friend, is it?"

Strider shook his head, "But it must be done, to save them".

Future Sweetie nodded, "At least she'll live, I wasn't so lucky in that regards".

Strider turned to her, a look of sympathy, "The burden of war I'm afraid".

Super Skrull continued to attack the five Capcom fighters, his strength becoming a bit more for them, especially his fire.

Ken jumped over and kicked Super Skrull in the head and elbowed him to the ground. Jill then rushed in and did some quick kicks and a strong elbow to his head.

Super Skrull whacked her away and then punched away an oncoming Zero but Trish slashed him and zapped him.

"How dare you make a mockery of me!" Super Skrull shouted and spun around with his flaming rock fists, but Jill grabbed a Grenade Launcher and fired an ice round at Super Skrull's head, disorientating him and allowing Ken to rush in and do several strikes and hit a Shinyuken, turning his patent Shoryuken into a flaming uppercut.

Super Skrull fell a bit hurt, and then he got rushed down by Jill, Ken and Trish until those three managed to take him down.

"That takes down the Skrull leader, now it's up to Ryu and company to deal with Doom", Ken said.

Peter and his friends regrouped to fight off the remaining Skrulls and battle away the Doombots.

"Come on, just a few more! Then we focus on the ones responsible!" Twilight shouted.

With Doom, he managed to fend off a three person assault, blocking the strikes of the three men until Ryu got in a punch to his gut and Dante kicked his face.

Doom fired a Photon Array at three men but Ryu jumped over and kicked Doom's chest as Chris tossed another grenade to knock Doom back.

Wesker watched carefully as his former pupil along with the brother of one acquaintance and the enemy of the other took it to Doom. He didn't expect Doom to win, he didn't care. He focused his attention only Luna, recalling what Vergil said about her Nightmare powers.

"We need that princess, when she's distracted we'll-"

"I'll handle it", Bison said and flew over to Luna despite Wesker's protests.

"Dammit, what does he think he's doing!?" Wesker asked, obviously annoyed.

"Taking matters into his own hands, it better not cost him", Vergil said.

Bison flew over and attacked Luna with a double foot stomp, "We require your services princess".

Peter noticed from nearby, "No! Luna!"

He went to attack Bison but Bison punched Peter away. Twilight went to assist but he blasted her back.

Luna got up and hit Bison with an uppercut and then kicked him across the city. She pursued him and battled him, heading into a building and striking him on all angles.

Bison eventually blocked and hit an uppercut to Luna and rammed her through the walls of the building.

Luna fought back hard and then kneed Bison hard and then kicked his face hard enough to draw some blood.

Bison wiped some blood off his mouth and grinned, "You're pretty strong, you'd fit in well with the World Warrior Tournament in my world".

Luna didn't say anything; she just took a stance and continued the fight.

Meanwhile Doom is still trying to fend off the Capcom trio. Dante had whipped his sword out and stuck Doom but he blocked and zapped Dante back. Chris fired his shotgun at Doom, but no effect.

As Doom approached Chris, he quickly chucked a Grenade in his face to make him stumble and allowed Ryu to do a Hurricane kick to knock Doom back.

Doom became infuriated and went to attack Ryu but Dante rushed in and did a few hard strikes and knocked Doom back a little, to which Ryu did a side kick to knock Doom against a wall.

"How…how dare you…I am Doom!" Doom charged up, "I will not be defeated!"

Dante scoffed, "Yeah, you will", he charged up some magic as Chris readied a rocket launcher and Ryu readied a Hadouken.

Doom aimed his arm at them and charged an attack of his own, "Time to die!"

He fired his attack, at the same time Ryu did his attack, "Metsu…HADOUKEN!" he fired his powered up Hadouken as Dante fired his devil attack and Chris fired his rocket launcher.

Those attacks went through Doom's and connected with him, causing a massive explosion that destroyed part of the building he was next to.

Dante grinned, "You lose Doom".

Chris sighed, "That's for endangering our world".

They then turned to see the battle between Bison and Luna.

Bison had knocked Luna down the street, constantly using his flipping stomp attack to do some damage and then struck her a few times before doing a strong open palm strike to knock her away.

Luna struggled to get to her feet as Bison approached, "Now then princess, about that proposition".

Luna glared, "I don't know what you want, but I will not do anything to further your evil ambitions".

Bison looked a bit disappointed, "Shame you won't see eye to eye with us, unfortunately you won't have a choice in the matter".

He went to approach Luna, but he was suddenly webbed by Peter.

"What in the-" Bison couldn't finish since he was immediately lifted into the air by Peter and zapped out of the sky by Twilight.

Bison got up, feeling a bit angry, "How dare they-Oof!"

Bison was struck by Johnny; Rainbow then went in herself and attacked Bison, the two really laying it into him, shot after shot.

Bison threw a punch but Rainbow caught his hand and kicked his face and then Johnny did some flame punches and followed up with a fire blast to knock Bison back.

"Can't handle this awesome couple", Johnny said while putting his arm around Rainbow Dash.

"Hell yeah", Rainbow said and then kissed Johnny, "Sizzling hot".

Johnny grinned, "Damn straight".

Peter and Twilight went to help Luna, she looked a bit out of it.

"Don't worry, we'll be done, there's not that many-", suddenly Peter was struck back by Wesker. Before Twilight could react, Vergil attacked her as well.

Wesker grabbed Luna by her face, "Hello dear Princess".

Luna tried to punch Wesker but he blocked it and kneed her gut, "Vergil, quick, do what you must!"

Vergil nodded and grabbed Luna and examined her, "I can feel some dark energy within her, I will try to-" Luna tried to punch Vergil but he side stepped and elbowed her down.

Shimmer had just taken down another enemy and saw the situation, "Luna!"

She along with a few others went to stop the situation. Shimmer swung her sword but Wesker disarmed her in the process and punched her away.

Future Sweetie did a kick but Wesker blocked it and kicked her back. Strider tried slashing but Wesker ducked and hit an uppercut. Punisher fired at Wesker but he dodged through and punched Punisher back before zipping back to Vergil.

As Wesker fended them all off, Vergil started extracting some Nightmare energy from Luna, though the process was a little painful for her.

"Yes…I can sense this amazing power! We must have it!" Vergil said with a sinister smile.

While Wesker was fighting off any resistance, Peter managed to run in again and strike Wesker a few times before uppercutting him away. Twilight herself managed to blast Vergil, causing him to finish sooner than he wanted.

Luna fell over, still in pain from what happened as Vergil held the energy in his hands.

"Not all of it, but it'll do", Vergil said.

Luna looked to Vergil with pleading eyes, "No! That power is too dangerous to handle! It'll destroy you!"

Vergil turned to her with a condescending look, "We'll just see about that now won't we?"

The others went to stop Wesker and Vergil but more enemies stepped between them, including the other controlled Marvel and Capcom heroes.

Chris raised his eyebrow, "Is that my sister?" He asked, referring to Claire.

"Wesker and Vergil are escaping!" Twilight pointed out.

Ken, Jill, Trish, Zero and Morrigan stepped forward.

"Go after them, we'll hold these captives off!" Ken ordered.

"Chris, you should go join them!" Jill said.

Chris looked to Claire, "But my sister…"

"I'll help Claire, you just help stop Wesker", Jill said.

Chris turned to Twilight and Peter, "Looks like we have another temporary alliance, but when the times comes, I get my hands on Wesker".

"Same with me and Vergil, I'll deal with him", Dante said.

Peter groaned, "Fine, have it your way, let's just hurry, no time to talk!"

As Peter and Twilight went back to Equestria with their friends, the Capcom trio had followed them, along with Strider.

Reed followed as well, flanked by The Punisher, "We'll join you!"

They all ran off to follow Wesker as Ken, Zero, Jill, Morrigan and Trish faced off against the captives. Luckily for them, they weren't alone.

Mega Man, Frank West, Felicia and Amaterasu were back on their feet.

"Let's fight the right battle", Mega Man said and charged in with his allies.

Bison however recovered and ntocied the battle, then noticed the heroes from Equestria escaping, "I don't think so!"

He flew after them in a fit of rage, though this was noticed by Luna, who stopped running a moment.

"I am not done with you!" he shouted as he flew in.

Luna charged up some magic in her hand, and once Bison got close enough, she struck him hard through his chest, causing him to spit some blood and then sent another attack to knock Bison into the air and fired one final beam of energy to finally finish Bison.

"That takes care of you", Luna said and rejoined her team.

Wesker and Vergil approached the portal leading to Equestria and looked to see the others oncoming.

"This will end now", Wesker said as he jumped through the portal with Vergil.

"Hurry up!" Peter said and jumped through with his allies, ready for one final battle to decide the fate of three worlds.

Author's Note

The ending is coming, final battle awaits.

Final Battle II: Ultimate

In Ponyville, the residents are still fending off the monsters and robots that have invaded, though the number was winding down.

"Keep it up everyone, we almost have them beat!" Logan shouted while attacking some creatures.

Deadpool slashed them, having a grand time doing so, "This is fun, nothing like kicking ass to pass the time".

Applejack delivered blow after blow to these creatures, not letting up one bit. She even bucked a bunch of them up into the air and had a satisfied grin.

Leon and Lady stood side by side, shooting all enemies that came at them, their precision working wonders.

Laura was busy fending monsters away from where the other civilians are located, including the foals and Lightning Dust.

Thunderlane also kept an eye out for monsters and turned to his brother, "Don't worry Rumble, soon this will be over, then you can come travel with me."

Mayday spoke up, "You're not taking him on your crazy adventures! You're a criminal, at least that's what my mom says".

Thunderlane scoffed, "Like I care what your mom says, besides I can take my little brother wherever".

"Technically you can't", Derpy said, who had been there alongside Dinky, "You lost custody of your brother when you abandoned him, so legally he's under the care of Peter and Twilight".

Cloudchaser angrily approached him, "Yeah Thunder, real bonehead move you pulled! You're just lucky Peter and Twilight stepped up when they did, there's no way me and Flitter could have taken care of him, and believe me we would love to have done so."

Thunderlane grumbled, "I did what I had to do."

"You ran off!" Cloudchaser shouted, "All because you had a problem with Peter! Which none of us get, he's arguably the nicest guy you can speak to! Yet you wanna be jealous just because he gets more than you do? He never asked for that attention, he just earned it, and in the end he's still taking care of your brother, you should be thankful to Peter and Twilight!"

Thunderlane looked a bit annoyed, "Thankful? For what? Endangering this world? Taking away my family? Getting little fillies captured by weirdoes?"

That last line caused Sweetie Belle and Apple Bloom to glare daggers at Thunderlane.

Cloudchaser shook her head in shame, "You're so deluded."

Thunderlane growled, "Hey I'll show you that I can handle what Peter can handle, I'll clear out that whole mess of monsters and then you'll all see".

As he made his way out, Bon Bon shouted, "Be careful Thunderlane, but good luck!"

Thunderlane smiled and nodded, "Thanks, appreciate that."

Lyra glared at Bon Bon, "What was that all about!? Who's side are you on!?"

"The only side I should be on", Bon Bon said, causing confusion from Lyra as she turned to her friend Octavia, who simply shrugged, unsure of what to think.

Rumble rubbed his head; this Thunderlane situation gave him such a headache. Part of him misses his brother, but another part loves being with the Parker-Sparkle Family, besides he knows his brother is not exactly being a law abiding citizen.

Mayday noticed his concern so she gave him a reassuring hug, with the Cutie Mark Crusaders following suit.

Lightning wasn't sure of what to make of this, the only good thing about Thunderlane being there was that it drew attention away from her. None of the ponies forgot what she did the week prior, though due to her limited involvement, she didn't have as much heat.

Thunderlane went back to the battlefield and attacked several creatures with his various strikes, showing some fury in his attacks.

Felicia went to Thunderlane to make sure he didn't do anything that got him really hurt and helped him fight off the monsters and robots.

"Take it easy there handsome", Felicia pleaded.

"I'm just venting some frustration, don't worry," Thunderlane reassured.

Vinyl had some fun zapping all the creatures that came at her with the magic in her horn and when too many came, she pressed the button on her stereo, "Here comes the BOOM!"

Supersonic waves get released and take out all the creatures in the area as Vinyl pumped her fist in the air.

Iceman continued to freeze all the creatures and sent ice balls at them, even making giant snowballs to roll up all the creatures and sent them off.

Cap continued to evade attacks from his fellow Avengers, dodging Iron Man's blasts and Hulk's slams. Thor attempted to attack with his hammer but Cap maneuvered too well.

Soon Hawkeye rushed in and attempted to take down Cap with attacks of his own, but Cap evaded and whacked away Hawkeye with his shield.

Applejack rushed in and tackled Cap to the ground and started to punch him but Cap kicked her off, though as she stumbled, Remy caught her.

"You ok Mon Cherrie?" Remy asked.

Applejack gave him a sly smile, "I'm fine cowboy".

She got off and glared at Cap with Remy standing by her side.

"You both have no chance of defeating me!" Cap said.

"Forget about us already old man?" Hawkeye asked, joined by the other Avengers.

At that point, all of them jumped Cap and started to attack him, hoping to keep him down long enough to free him from the mind control.

Cap had powered out and started attacking each of them with his punches and shield strikes, even tossing his shield and having it ricochet off each of them.

At that point, Viewtiful Joe rushed in to attack, "Sorry Cap, I always respected you but now I must save you!"

Cap then whacked Joe back and tossed his shield at his face, "And I thought I was small before the serum".

Iron Man then tackled Cap down and pounded down on him, "Dammit Steve, you're gonna let yourself be controlled? What happened to Mr. Will Power!?"

Cap used his shield to punch Iron Man off and got back on his hooves.

Applejack rushed to him, "Hey I hear yah like Apple pies, you stop this assault then ah can bake you homemade apple pie".

Cap thought a moment but he shook his head, "No, my duty is to serve Wesker".

Remy also approached, "Listen to yourself Mon Capitan, you're letting yourself be controlled! This isn't you!"

Cap started to snarl a bit, "Your mind games won't work!"

He tossed his shield again but Thor flew in to ram him, "Captain, don't let these villains control you! Show your strength!"

Cap held his head a little, his mind racing, he's feeling very frustrated, "Dammit!"

The Avengers and their allies continued to help him out through words.

"Come on Steve, be the Captain many people have looked up to", Iron Man said, even uncovering his face to show some emotion.

"Be strong good Captain", Thor said.

"Peter told me a lot about yah, he says you got a good heart, let that over power this control", Applejack urged.

While Cap struggled; more creatures attacked The Avengers, Remy, Joe and Applejack.

"Back off you creeps!" Hawkeye said and fired some arrows.

"I'll smash you!" Hulk shouted as he punched them away.

"Bunch of varmints!" Applejack said, punching the creatures away.

While this was happening Cap finally snapped and used his shield to destroy the mind control device and held his head.

"Where…where am I?" he said and noticed his friends in danger, "Tony! Bruce! Clint! Thor!"

He used his shield to whack away all the creatures and the rammed them off to clear the area, standing tall with his shield.

Iron Man sighed in relief, "Good to have you back Steve".

Thor nodded, "You have proven to have a strong will Captain".

Applejack approached him with her hoof out, "Put it there partner".

It took Cap a moment to figure it out but he managed to get her in a hoof shake.

"Don't worry, it took Peter a while too", Applejack reassured.

Cap looked around, "looks like I have some justice to dish out, Avengers Assemble!"

"We're already assembled Steve", Iron Man said.

Cap glared at Iron Man, "Don't get smart with me".

From the distance, Tron noticed this situation, "Drat! Now Captain America has switched sides! I knew that mind control stuff wasn't gonna work, Dr. Doom just HAD to insist on that idea".

Eventually Wesker and Vergil had arrived through the portal, once again taking the forms of ponies.

"Back to this world…and back to this form", Vergil said, not too happy.

"Focus, once we do what we must we won't have to worry about that any longer", Wesker assured.

Tron rushed over to them, "I'm so glad you're back, I have some bad news, Captain America broke free of his mind control, now he's turned against us".

"Don't worry, we have power that will make him obsolete anyway", Wesker reassured.

Tron looked around, "Where's Bison?"

"Probably dead, he got overzealous and went after Princess Luna by himself. We managed to obtain some power from her though, so his attempts won't be in vain", Wesker assured.

"Better hurry, with the Maximoff Siblings defeated, Super Skrull defeated and Dr. Doom probably dead, we're running low on back up", Vergil said.

At that moment, Balrog rushed over to Wesker, "Its rough out there boss! Them chumps don't let up!"

"The monsters and robots are almost all destroyed!" Tron shouted in concern.

"And if that Doom guy is dead then…no more robots I guess", Balrog said.

Vergil looked at Balrog half eyed, "Wow, you actually used your brain, didn't think it was possible".

Balrog chuckled, "Thanks…hey wait a minute…".

Suddenly the villains were surrounded by several of the heroes.

"Yer outnumbered!" Applejack shouted.

"I'd say stand down but you're probably too vain to do even that", Bobby said.

Vergil whipped his sword out, "Watch yourself Iceman, you talk big when surrounded by friends but I know you wouldn't be saying that if you were by yourself", he looked around to the others, "In fact none of you are strong enough to take us alone!"

"Yeah I beg to differ", Iron Man said confidently.

"Silence yourself Stark!" Vergil warned, "Those who try our patience get killed, and I am ready to strike all of you down in a heartbeat!"

At that moment Peter and the others had arrived through the portal and glared at Wesker.

"Hey there Albert, miss us?" Peter asked with a cocky grin.

Wesker looked pretty annoyed, "You wasted no time getting back here, and you brought some friends".

Chris stepped forward with Dante and Ryu, "This ends now Wesker!"

Dante grabbed his sword, "You and my brother have some sins to answer for".

Vergil noticed two newer ponies, first the pony Reed Richards, who was an Earth Pony a indigo coat and brown mane with white highlights, his suit had taken form with him as well.

Then there's the Punisher, who was an earth pony with a Dark Grey coat and black mane, he had his trademark shirt on.

"Great, more of them", Vergil complained.

Reed looked around, amazed by the world, "So colorful, this is definitely a world worth exploring".

Punisher didn't care much and just whipped out his guns, "Let's just take care of business".

Tron groaned, "Great, more to worry about".

Luna stepped forward, "Stand down, unless you wish to be destroyed like Bison was".

Vergil held the Nightmare in his hooves, "Stand back; you wouldn't want this to get out of control would you?"

Peter quickly rushed at Vergil to get the Nightmare away but Vergil elbowed him in the gut and Wesker back hoofed him away.

Peter landed a few yards away but suddenly Wesker had appeared before him and kneed him ever further away, causing Peter to land at the safe house where the civilian ponies were.

Laura had just killed a monster and turned to Peter, "Sup web head? About time I saw you here".

Peter shot a glare at Laura, "Where have you been!? You were gone for a week, when did you come back?"

Laura shook her claws a bit to get some blood off, "Not that it's any of your business, but I just had some soul searching to do. Me and Fluttershy made peace though and after this is over we'll work something out. She's a pretty cool chick to put up with me; you don't see that in many".

"You'll find a lot of that in this world, that's how I got married to Twilight", Peter said.

"Yeah, yeah, anyway the foals are in the house there, I'm just standing guard like Fluttershy asked me to, mainly since some hot headed pony with a Mohawk was causing a little trouble, something about trying to get his brother back", Laura said.

Peter groaned, "That Thunderlane I swear…all the foals are still in the house right?"

At that moment, The Cutie Mark Crusaders came outside with Rumble and Mayday.

"Peter, how's the battle going? Are you winning yet?" Scootaloo asked.

"Sorta, I had to make a detour to my homeworld and defeat Dr. Doom, and in the process Bison got taken down, it's just Wesker and Vergil now, how have you been holding up here?" Peter asked.

"It felt like we've been there for hours, on top of that everypony is worried about the fate of the world", Sweetie explained.

"We're almost done, I just need to stop Wesker, I'm gonna finish this once and for all right now", Peter said with determination.

Before he left, Mayday called to him, "Daddy, hold on".

Peter turned to her and she presented his mask, "I got your mask, use it when you fight the bad guys, show them the full power of Spider-Mane".

Peter took the mask and looked at it, memories coming back, then smiled a bit.

"Thanks Mayday", he slipped the mask on, relishing in its memories, "Kinda missed this mask, now I feel like a Superhero".

"Looks kinda lame to me honestly", Laura said.

Peter gave her a deadpanned stare as did the foals.

"Don't listen to her Peter, you look awesome", Scootaloo said.

"Please beat'em up good for me Peter", Apple Bloom asked.

"Make is proud, we'll be rooting for you", Rumble said.

"Be our knight Peter, our handsome knight", Sweetie said, almost in a teasing tone.

"Good luck daddy", Mayday said.

Spider-Mane nodded, "Right, thanks kids", he swung off as the foals watched.

"Peter's a great hero, and a great dad", Rumble said, "I wanna be like him someday and save the world".

The others nodded in agreement, and went back into the safe house. Rumble however tried sneaking away towards the battlefield.

"Maybe I can help them in some way, that would be so cool", Rumble said as he approached the battlefield.

On the way there, Mayday appeared before him, eyeing him with a glare, "Where do you think you're going?"

Rumble looked to the side, "Uh…to get a snack?"

Mayday pointed to the safe house, "Get your flank back to safety!"

Rumble tried to plead, "But Mayday…"

"Now!" Mayday said, getting in Rumble's face, her eyes showing she's not messing around, a look she definitely inherited from Twilight.

Rumble dejectedly lowered his head and walked back with Mayday following, very annoyed that Rumble would be that foolish.

Nearby Button Mash is laughing at Rumble, "Haha, Rumble got yelled at by a little toddler, what a wuss!"

Mayday glared and flew towards Button in a threatening matter, though Button ran away calling for his mom before she could catch him. Mayday did do a satisfied evil grin for her efforts though and walked Rumble back to the safe house.

Wesker and Vergil at this point were fending off all the heroes that came at them, Wesker fighting off the likes of Captain America, Applejack and Chris while Vergil fought off Iron Man, Rarity and Dante.

Spider-Mane eventually arrived on the battlefield and glared at the villains, "Wesker! Vergil!"

The duo looked to him as Wesker flashed a grin, "So, you decided to put your mask on, that will make defeating you even greater, your mask is the reminder of who you are Spider-Man, soon I will defeat you and you'll be under my control. With your speed and strength, you'll be able to wipe out all these meddlesome ponies and humans".

"I will never work for you Wesker", Spider-Mane said, "I am gonna stop you and your friends once and for all!"

"Peter the way I see it you have two options, you willingly join me or I control you", Wesker said.

"I'm going with the 3rd option", Spider-Mane said.

"What 3rd opt-", Wesker couldn't finish as Spider-Mane punched him across the town.

"And the name's Spider-Mane to you!" he shouted as Wesker went across town.

Vergil swiped his sword at Spider-Mane but he ducked and hit Vergil with an uppercut, almost causing him to drop the Nightmare he still held on to.

"Gotta destroy that Nightmare energy!" Spider-Mane said.

"I'll handle that part", Twilight said as she charged her magic. Before she could do anything, she was whacked away by Tron Bonne in her mecha suit.

"I don't think so Sparkle girl!"

Spider-Mane rushed at Tron and whacked the suit hard enough to knock it and Tron back, causing her to fall out and hit the ground.

"That's for hurting my wife!" Spider-Mane shouted.

Tron then grabbed a ray gun and fired at Spider-Mane but he zipped out the way in such a high speed and was suddenly behind her, "Peek-a-boo!"

Tron freaked out and tried shooting him point blank in the face but Spider-Mane whacked the gun out of her hand and knocked her down. He then proceeded to web her to the floor, preventing her from moving.

"That takes care of you, now-", Spider-Mane sensed an oncoming punch and dodged. He looked to see Balrog set up for another punch but Spider-Mane blocked it and hit a strong uppercut to knock Balrog into the air, then Twilight proceeded to zap him down.

Wesker looked infuriated and summoned bigger monsters to come after the heroes. "Kill them! Leave only Spider-Mane and Princess Twilight, everyone else dies!"

"Don't forget Fluttershy", Vergil reminded, "Keep her alive as well; I still have every intention of making her my queen".

Fluttershy looked a bit unsure about that, plus that line caused some rage within Logan.

As the monsters approached, Dante stepped forward, "We got this".

His allies also stepped forward, ready to unleash the big guns.

Chris grabbed a Magnum Handgun, one of his stronger weapons that can take down almost any monster within seconds.

Dante activated his Devil Trigger, fully tapping into his demon powers, generating a combination of fire and electricity.

Ryu took a breath and charged up a lot of his Hadou, ready to strike down all that stood in his way.

As the monsters arrived, Chris used his Magnum and shot each one around the head and chest area, the shots proving fatal normally after the first hit. Chris stood his ground to shoot, only going after the monsters that came to him.

Dante's devil trigger increased his speed and he zipped around, slashing all the monsters within seconds and even firing off projectiles to strike them from a distance. His strength also increased, being able to toss a few monsters out of the way with little effort required.

Ryu did several powerful strikes to each monster, hitting them in more vital points and KOing them almost immediately. He then charged up and fired a powerful Shinkuu Hadouken that wiped out a whole mess of monsters.

Luna looked pretty amazed by what she saw, "Such powerful warriors, if not for their ego and arrogance I would gladly fight alongside them any day".

Wesker looked pretty furious that the heroes of his world are once again foiling his plans, then remembered one important thing, "Vergil! The Nightmare!"

Vergil nodded and attempted to take in The Nightmare but Luna had blasted him, actually causing him to drop the energy.

Luna immediately rushed to it, ready to take it in again. Though dangerous for her it's better if she has it to suppress it rather than let someone who wants to use it take hold.

Luna blasted at Vergil but he sidestepped and slashed her back. Spider-Mane then rushed in and delivered several shots to Vergil and then did a jumping back kick to knock him away.

Wesker zipped in and attempted to impale Spider-Mane with a Rhino Charge but this time Peter saw it coming and sidestepped to hit Wesker with a strong right hoof to the jaw.

As Wesker looked a bit disoriented, Spider-mane continued the assault, delivering several quick blows and then punced him against a house.

As he got off the wall he got blasted by Twilight with a magic beam. Rarity, Future Sweetie, Sunset Shimmer and Trixie combined their magic to blast Vergil away from the Nightmare.

Spider-Mane went to approach it, figuring that maybe he can take it in to hold on, as risky as it is, but it started moving by itself. It levitated before Spider-Mane and went up higher and essentially watched over the ponies.

Then in the blink of an eye it rushed towards Wesker and started to overtake him, sensing his determination for vengeance and destruction.

Wesker struggled a bit as the magic took over his body, leaving him a little disoriented.

"This…this power!" He wasn't sure how to feel, he hoped that his body can handle this much magic.

The others watched as Wesker started to change right before their eyes. He started getting a bit taller, he grew a horn from his forehead, wings sprouted out of his back, his eyes glowing a darker red, his teeth turning sharp and his smile widening.

"The power…", he let out an evil chuckle, "I FEEL THE POWER!"

He levitated into the air with a maniacal laugh, "Finally! I have become a God!" He looked down to everypony, "Now you will all bow to me!"

Vergil looked on and felt a sense of accomplishment, to see that his ally has achieved great power and can lead them to victory.

Spider-Mane, Twilight, Luna and the others could only gasp at the sight of Nightmare Wesker. Even the Capcom warriors felt a degree of worry.

Balrog looked impressed at what he saw, "Looks like the boss got himself a nice upgrade".

Tron nodded, "Yeah, he's a lot scarier, luckily he's on our side…as long as he doesn't betray us".

Wesker landed down before the others and grinned, "So, are you all gonna surrender, or do I have to take you down myself?"

They answered that question by charging in at him, ready to fight.

"Such foolishness", Wesker said as each of them approached him.

Spider-Mane was the first to approach him but Wesker had dodged a punch and whacked him across the town. Twilight tried blasting him but Wesker countered with a blast of his own. Luna attempted to zap him from behind, but Wesker saw that coming and hit Luna with a strong blow and blasted her off.

"Who's next?" Wesker asked with confidence.

He blocked a punch from Applejack and delivered one of his own to knock her away. He blocked a staff attack from Remy and kicked him back.

Bobby tried to freeze him but Wesker sidestepped and elbowed him away. Rarity went for a punch but he ducked and hit an uppercut.

Johnny shot fire at Wesker from the air but he used his magic to help him fly through the flames and then hit Johnny with a strong strike and blasted him down. Rainbow went to attack but Wesker punched her gut and hammered her down to the ground below.

Deadpool tried shooting Wesker in the air but he quickly teleported to the ground below in front of Deadpool. Deadpool however started slashing at Wesker but he dodged very easily and punched Deapdool across the town, "I've been waiting to do that".

Felicia and Thunderlane rushed over and did a jumping kick to Wesker but he grabbed both their legs and slammed them on the ground.

Future Sweetie rushed in to attack but he blocked her strikes and then elbowed her in the gut and followed up with a kick to her face to knock her back.

Shimmer tried to slash Wesker with her sword, she couldn't match his speed and he elbowed her in the chest and punched her away.

Shining Armor ran at Wesker but he got blasted back very easily. Chun Li and Nathan Spencer attempted to double team him but Wesker dodged their attacks and whacked them both away.

Leon and Lady fired at Wesker from a distance though he zipped through the bullets and took them both down with a double clothesline. Spike and Janet also went to attack with fire and blasts respectively but Wesker had hit Spike in the gut, elbowed Janet in the face and then whacked them both away.

Iron Man flew in to attack but Wesker teleported and reappeared behind him; elbowing him hard in the back and doing a spin kick to knock him aside.

Thor attacked with his hammer but Wesker countered with a magic blast that sent Thor off. Cap tried to attack but Wesker dodged and delivered a few strikes before knocking him away.

Hulk tried to slam down on Wesker but he jumped out the way and rushed in on Hulk, effectively beating him down and then whacking him away.

Hawkeye fired an arrow at Wesker from a distance but Wesker teleported out the way and then reappeared next to Hawkeye and punched him down.

Joe went to attack, though Wesker countered with a shot to his gut and then to his face. Strider attempted to slash Wesker but he flew over and then hit Strider hard on his back.

Reed did a stretch punch but Wesker rolled out the way and flew in to punch Reed a few times and then blasted him back.

Punisher fired a machine gun he had but Wesker dodged the bullets like nothing and then did a palm strike to Punisher's torso to knock him away.

Laura slashed at Wesker but he easily dodged those as well and then whacked her down, "I could still get some use out of you, perhaps I can add you back into my army".

Logan rushed in and stabbed Wesker, though it barely fazed him and Wesker retaliated with a strong strike away.

Logan landed near Vergil, who gave him a sadistic smile, "Hello Logan, good to see you".

Logan got up quickly and started clashing with Vergil, they still had a score to settle with each other.

Fluttershy and Pinkie Pie are the only ones who hadn't gone after Wesker, knowing they wouldn't stand a chance. Doctor Hooves and Vinyl considered it but Wesker's glare startled them and caused them to retreat. Pinkie and Fluttershy sat back as the Capcom trio squared off against Wesker.

"We gotta rush him, you both especially need to use your full power", Chris urged.

The two nodded and the three of them rushed in to attack Wesker with Ryu throwing punches, Chris firing his gun and Ryu doing martial arts strikes.

Wesker dodged all of those with little and after a but he delivered a hard kick to Chris, then he blasted Dante back, then teleported to Ryu, ending up right in front of him.

Ryu snarled and tried to punch again but Wesker blocked and hit Ryu with several strikes before knocking him back.

"None of you can keep up with me!" Wesker shouted, his confidence building to a high.

Dante got up, still in his devil trigger form, and was joined by Spider-Mane and Twilight.

"We need to try again, fight side by side", Twilight said.

Dante turned to Twilight, "What is that power?"

"It's called Nightmare, it's very dangerous, if we don't stop him now he'll become stronger than we can imagine", Twilight said.

Others like Future Sweetie, Captain America, Iron Man, Strider Hiryu, Johnny Storm and Rainbow Dash rushed in to attack Wesker again but were met with the same results. Even Applejack nailing one of her mighty buck kicks barely fazed him and she herself was again knocked away. Spencer tried to punch with his bionic arm again, but Wesker blocked it and whacked Spencer down the area.

"Why don't you just give up and accept me as your God?" Wesker boasted.

Spider-Mane approached him, "It's not over yet Wesker, as long as we live, we'll keep fighting the good fight!"

Wesker had a sadistic idea, "Then perhaps I should end the lives of your friends right now".

Just then, Spider-Mane, Twilight and Dante rushed in to attack him, though Wesker zipped around and hot them on every turn.

Dante would open fire but Wesker punches him, Twilight tries shooting magic but Wesker counters with magic of his own, then Spider-Mane uses his impressive skills to attack but Wesker is able to block them and then hit a strong uppercut to Peter.

"Foolish boy, have you not seen that I can do? You have a golden opportunity, think of the benefits your wife will have, and your lovely little daughter", Wesker then turned to Laura, "I'm even gonna give a second chance to young Laura there".

Spider-Mane panted a bit and got into position, "I'm not done fighting".

Wesker shook his head shamefully, "Youth, not very bright sometimes".

Spider-Mane continued his assault on Wesker, even connecting with a strong punch that took Wesker by surprise. Peter continued to attack but Wesker blocked a punch to knee Spider-Mane in the gut and then used his magic to toss him away.

"That boy I swear", Wesker said, then found himself trying to evade Dante. His Devil Trigger let him keep up with Wesker for the most part but Wesker would counter his attacks and send him flying.

Twilight tried to zap Wesker but he teleported away and then attacked her with several strikes and whacked her to the floor.

"Do you understand my power now Twilight Sparkle?" Wesker asked in a taunting manner.

Twilight answered by blasting him in the face with a beam, stunning him a moment, but not enough to take him down, "That was a big mistake Princess".

Before he can attack though, Dante appeared and stabbed him through his sides, "Shouldn't have taken your eyes off of me".

Wesker back hoofed Dante and knocked him across town, then removed the sword from his side using his magic. When Dante hit the ground, his Devil Trigger form powered out, leaving him back in his base form.

"Now then, time to-" this time Wesker was interrupted by Ryu, who delivered several strong combo strikes to Wesker, knocking him for a loop and finished with a Metsu Hadouken, blasting Wesker through a house.

Twilgiht stood up, "Is he normally this arrogant?"

"According to Chris, yes, I haven't fought him much but the times I've encountered him, he's proven to be a deadly foe", Ryu answered.

Just then Wesker repapered before Chris and before Ryu could retaliate, Wesker had struck him hard to knock him high into the air and landing down hard.

Future Sweetie rushed to Twilgiht's side, "Don't worry Twilight, I won't leave you on your own!"

Wesker once again grew curious, "Who are you? You look like that Sweetie Belle filly, are you related?"

"I am Sweetie Belle, from an alternate future", Future Sweetie explained.

"Alternate future huh? I think I heard about that", Wesker said, then charged his magic, "Doesn't matter, you won't be making it back there anyway".

Twilight looked concerned then remembered, "Wait Sweetie Belle, didn't Peter have some gauntlets that he used to help you fight the Changelings? I think he said he left them with you!"

Sweetie's face lit up but then remembered, "I didn't bring them with me though, I left them with Pinkie Pie just in case she needed it".

Twilight groaned, "Damn, now what?"

Meanwhile with Spider-Mane, he is recovering from his last attack and took a breath, "This isn't good, if I can't stop Wesker then three worlds will be in peril, how can I hope too…wait".

Spider-Mane turned to the Treebrary and remembered something, "Maybe it's time I used my secret weapon".

Back to Wesker, Sweetie is attempting to attack him but Wesker is dodging with little effort, her speed couldn't match his. He eventually grew tired of dodging and struck her down hard.

Chris appeared again and fired at Wesker with his magnum but Wesker zipped out the way and reappeared before Chris, "Honestly Chris, you could barely defeat me in my normal state, what makes you think you have a chance to defeat me now?"

Chris went for a punch but Wesker evaded and elbowed him down, "Chris, you should have backed out when you had the chance, then maybe you could have lived".

As Chris tried to get up, Wesker kicked his sides and sent him flying off. He landed near Applejack, who helped him up, "There you go partner".

Chris coughed a bit and looked to Applejack with half a smile, "Thanks, at least you ponies are friendly".

"It's what we live on, Friendship is Magic", Applejack explained.

"Don't get all sappy on me", Chris said with a straight face.

Back to Wesker, "Now, as I was", he turned back to Twilight, "Perhaps I can use you to send a message to your husband".

Twilight stood her ground, "Why are you so enamored with having me and Peter by your side!?"

"Simple, you're both among the very few that I deem worthy to live, you're both extraordinary beings, originally I just wanted Peter, mainly as an heir, but I know how much he loves you, and you've shown to be quite capable yourself, not to mention very intelligent. To have you both by my side as I rule the multiverse will be grand", Wesker explained.

"You expect me and Peter to help you conquer three worlds?" Twilight asked.

"Not just three, there are a multitude of worlds, some are alternate versions of these three words, some are entirely different. I would even go on to say that this world itself has yet to be fully explored, perhaps it's not just ponies, I think there's more to this world than meets the eye", Wesker explained.

Twilight remembered Peter saying something about alternate worlds once, Wesker's point makes sense then, though what are these other words he's mentioning?

"Still Wesker, there's no way me and Peter can be controlled, we will never join you!" Twilight shouted.

"Ah, one of those hero sayings, it's become so predictable, but it can't be helped, sometimes simplicity works best after all", Wesker said and charged his horn, "I'm gonna need to break your will if I am to have you by my side".

As he charged in to attack, he was suddenly blasted by an unknown attacker. Wesker and Twilight looked to the direction of where the attack came from and got quite a surprise.

There Spider-Mane was, in his 'Ends of the World' Armor, floating in mid-air and aiming some arm cannons.

"What in the…Is that you Stark!?" Wesker asked angrily.

Twilight looked relived, "Peter!"

Wesker turned to her surprised then back to his attacker, "Peter? Hold on a second, I thought the robot suit was…wait, I remember…"

Flashback

Goblin is chatting away in Tartarus while Wesker is trying to work on his virus, "Then Parker shows up in this fancy suit, probably ripping off Tony Stark's design, anyway this suit is all red and he has this stupid sword that his precious wife eventually used against me, I owe her one I'll tell you that!"

End Flashback

"Osborn mentioned this suit…can it really be that powerful though?" Wesker wondered. Peter once again amazes him.

Spider-Mane flew in and punched Wesker hard, knocking him yards away. He then turned to Twilight, "Sorry I took so long dear".

"You weren't too long, besides I can handle myself pretty well, but you can thank Future Sweetie and that Capcom trio for assisting me", Twilight assured.

Spider-Mane nodded and looked around to see his friends gathering together, except Logan, who is still fighting Vergil.

"Why won't you just die already!?" Logan shouted while slashing at Vergil, hitting him several times.

"Why won't you!?" Vergil asked while retaliating. He slashed Logan to stumble him back and send a barrage of light swords at him, impaling Logan at every angle.

Fluttershy watched in concern as Logan was still fighting for his life against Vergil. As Vergil went to attack again, Logan slashed him aside and did a Tornado Claw and knocked Vergil back more and then rushed in with a double stab to his gut.

Vergil slashed Logan away as he angrily panted, "You will not keep me away from Fluttershy, and you damn well aren't gonna stop me and Wesker from ruling the Multiverse!"

Dante overheard that, "Wait, who's Fluttershy!?"

Her friends pointed to her, causing Dante to raise his eyebrow, "Vergil, you're in love with a pony!? What would mom say!?"

Vergil glared, "Do not speak of our mother!"

Dante sighed, "I wish you would just get past mom's death, if she could see you right now she would-"

"BE SILENT!" Vergil shouted and sent several light swords at Dante, which nearly hit the others as well.

Logan took this time to slash Vergil several times and did a major impalement through his chest and then tossed him away into the side of a house.

"Damn kid", Logan said while huffing. Fluttershy ran to check up on him, "Easy there, you still look hurt".

"Hey remember, I got my healing factor", Logan said, pointing to his healing wounds.

Dante rubbed his head, "Damn, my brother's all love sick, and with a pony? Imagine my sister-in-law being a pony".

Rainbow approached him, "To be fair, if she went to your world, she would take the form of a human".

"Still", Dante said, kinda shocked at the idea of his brother loving a pony.

Vergil stepped out of the wreckage, glaring at Logan, "I will dispose of him!"

He rushed to attack but Spider-Mane rushed in and kicked him in the head, taking him down quickly, "Stay down!"

Chris checked out Peter's armor, "When did Spider-Man get one of Iron Man's suits?"

"That's not one of mine", Iron Man said, "He built that suit himself".

Chris looked surprised, "Wait, he can build something like that?"

"Of course, he's a smart young man", Iron Man said, "Gifted Chemist, Great Physicist, talented at Mechanics".

"He can even build time machines", Rainbow said.

Chris couldn't believe what he heard; neither could the other Capcom ponies as well.

"That actually amazes me", Chris said.

Spider-Mane chuckled, "Wow, I actually impressed a Capcom person, though I think the others are just as impressed".

Dante scoffed, "This just makes you even more of a nerd".

Chun Li groaned, "Dante, you give our world a bad name, as do Chris and Ryu at times. Just because our worlds are rivals, it doesn't mean we can't respect them, Spider-Man is arguably the greatest hero of all time".

Spider-Mane rubbed his head, "Um, considering Captain America is right there, I wouldn't really be on anyone's mind as the greatest hero".

"No she's right Peter", Cap said, "I always believed that when you get older, you'll be the greatest of us all, honestly you're a lot closer than you believe".

"Cap's right Peter, we all think you're very remarkable", Reed said.

"And a great friend to boot", Applejack said.

Spider-Mane was glad he had a mask and helmet on; no one can see his blush from the compliments, though the good feeling would only be temporary because Wesker had arrived back in the area, very angry.

"I must admit, you're very persistent, just like Chris and his feeble friends".

"Hey my friends aren't feeble!" Chris argued.

Wesker shot a glare at Chris, who simply glared back, though Wesker refocused on Spider-Mane, "Still, that's an impressive suit, was it a gift from Stark?"

Spider-Mane shook his head, "No, built it myself".

"Impressive, you're very intelligent, though I doubt it will be enough, but we shall see in a moment now won't we?"

Spider-Mane stomped down and got into position, "Bring it on Albert".

Wesker and Spider-Mane then ran at each other and each did a punch that collided and sent a shockwave through Ponyville, causing every pony to stumble a bit.

Spider-Mane and Wesker then started throwing strikes at each other, blocking for the most part until Spider-Mane landed a punch to knock Wesker back several yards.

Spider-Mane then flew in and punched Wesker a few times but Wesker eventually blocked and countered with a punch of his own that sent Spider-Mane flying back.

Spider-Mane rushed in to deliver a strong punch to Wesker but he teleported out the way, leaving Spider-Mane to punch the ground and cause a crater.

Wesker appeared above and zapped down on Spider-Mane with his magic but he back cartwheeled out the way and flew in to land several punches on Wesker and knocked him across town and flew in fast enough to punch him down again.

Wesker got up and flew up to hit Spider-Mane with an uppercut to his jaw and then struck him a few times before doing a diagonal smash, knocking Spider-Mane through a house and landing outside.

Spider-Mane flew up and shot some frost at Wesker, freezing his arms and hitting Wesker with another punch, though Wesker managed to whack Peter in the face with his frozen arms, shattering the ice and then kicked his head.

Spider-Mane rushed in again but Wesker teleported behind him and struck his back hard, though Spider-Mane managed to elbow Wesker in the face as he turned around and punched him hard.

Spider-Mane tried one more punch but Wesker blocked it and struck him several times and then tossed him aside and charged an energy blast.

"It's over Peter!" Wesker then blasted Spider-Mane down to the ground, then appeared before him and delivered hard strikes to him.

"You may have gotten stronger Peter, but I am still a God, and your Nightmare!" He then punched him hard enough to knock his helmet off.

He used his magic to rip off his mask, showing a damaged and bruised face. Wesker then targeted and struck his face a bunch of times, leaving bruises and cuts all around before blasting him through several houses across town.

Wesker started to approach Spider-Mane, ready to deal some more damage, "Once I am done with you Peter, and I get your wife, you should know that the first to go will be all your friends, wouldn't want to have any of them try to persuade you out of a good deal, would you?"

Peter struggled to get up as he glared at Wesker.

"I am gonna bring these three worlds to its knees before moving on to the rest of the multiverse, and you'll be by my side every step of the way", Wesker taunted.

Peter struggled a bit, trying to move his body away from the wreckage.

"But I'll make it easy on you…I'll destroy this world on my own, I won't give you the burden of killing your new friends after all", Wesker said.

Peter growled a bit, "No…"

Wesker stopped, "Hm?"

"I…I…I…", Peter stood on his hind legs and shouted, "I WON'T LET YOU DESTROY THOSE WORLDS!" He let out a mighty battle cry and rushed in to punch Wesker across the town.

Peter flew into the air and looked around to see where Wesker had landed. Suddenly he saw Wesker flying in at him with determination in his eyes as the two engaged in another back and forth of strikes.

This time they battled quickly in the skies, their strikes connecting but neither backing down, they brawled through the skies of Equestria, leaving sounds of collision in the air at several locations.

Their friends watched from the ground, the best they could.

"Um, anyone able to keep up with their movements?" Bobby asked.

"Not me, they're moving awfully fast", Applejack said.

"I can barely track this myself", Dante said.

Twilight looked up with determination, "Go get him Peter!"

Even from within the safe house, the ponies looked on in awe, the battle really catching their attention. The foals were cheering this on though.

"Beat that bad guy!" Dinky shouted.

"Come on Peter!" Apple Bloom shouted.

"Go get him daddy!" Mayday shouted.

Peter's Aunt May looked concerned for her nephew, hoping he would come out of this unscathed.

Lightning Dust watched in surprise, this was the fastest she's seen anypony move.

The two continued to brawl through the skies, leaving the area of Ponyville and battled all the way to Canterlot.

Celestia checked from her balcony and saw the battle going on in the skies, at least the best she could.

"Such power, Peter and Wesker are like Gods", Celestia said.

Twilight's parents also watched in awe of seeing Peter battle against the sinister Albert Wesker.

Their fight left Canterlot and went across Equestria in the blink of an eye.

They appeared above the Pie Family rock farm, where the family down below looked in awe, almost feeling the impact. Marble shyly took some steps back, Limestone kept an eye on her rocks, making sure none of them got damaged by the shockwaves from the clashes, Maud just watched the two fight.

"I think one of Pinkie's friends is up there", Maud said, referring to Peter, having caught a few glimpses of him.

They brawled some more, going over the town of Appaloosa, getting the attention of the pony folk there, including its most energetic resident.

"Wow, that's quite a fight up there", Braeburn said, feeling that impact of battle.

They brawled across a forest area where Cheese Sandwich was walking through, giving him a shudder, "Wow, that's a doozie of a fight!"

They brawled through a jungle where Daring Do had confronted Ahuizotl.

"You won't stop me this time Daring Do, for I have-", his speech was interrupted when spare blasts from Peter and Wesker knocked him into a river.

Daring Do looked impressed from what she saw, "I think I saw that Spider-Mane guy…pretty handsome up close".

They brawled some more, zipping past the Flim Flam Brothers.

"Wow, what was that?" Flim asked.

"Not sure, let's follow it and see if it's something we can try to use for a cash scheme", Flam said.

"Good idea brother".

The two went to pursue the fight the best they could.

They also fought and went through the skyline of Manehattan.

Ponies in the street stopped to observe the two God like ponies battle in the sky, the shockwaves causing some glass to break and ponies to worry.

Coco Pommel had looked up with concern, "Is that Spider-Mane? I hope whoever he's fighting he can beat".

Babs also looked from the window in her apartment, "Yeah, go get'em Pete!"

Another pony, Suri Polomare was moving a line of clothes she made, after she had ripped off another pony's design.

"This should get me that first prize for sure, and then I'll finally be able to be the top Fasionista, and knock Rarity off that pedestal she's on".

Unfortunately for her, the fight through the skies collided with her clothes, ruining them as the two continued to brawl.

"NO! MY CLOTHES!" Suri growled a bit, "I bet this is that Spider-Mane pony's fault, I'll get him for this!"

They battled past where Tartarus was as Tirek, Goblin and The Sinister Six watched from outside.

"Looks like our friend Wesker has gotten some new power", Tirek said.

"But Spider-Mane has some intense power of his own", Discord said.

"The way I see it, we'll either be facing the Armor of Spider-Man or the Nightmare of Albert Wesker", Goblin said.

"We'll still win, it doesn't matter as much", Adagio insisted.

Peter and Wesker then battled all the way to the Crystal Empire and caused the Crystal Ponies to look up and watch the fight in awe. Even Flash Sentry noticed this, "This is my chance!"

He grabbed a spear and flew at the two, "Time to be the hero!"

Peter and Wesker stopped a moment as Flash approached them, then they both held their hooves out as Flash collided into their punch, knocking him out the sky. They then both continued to battle in the skies of Equestria.

They brawled some more, going through the floating city of Cloudsdale, alerting the attention of The Wonderbolts.

"I bet Peter's really got his hooves full this time", Spitfire said, watching Peter battle against Wesker.

The two continued to fight until they arrived back in Ponyville and Wesker had punched Peter down hard.

Wesker was panting, his face was stained in blood and bruises, his jacket was ripped, he was almost out of breath.

For Peter, he was battle scarred and panting and attempting to stand up. Twilight rushed to him to make sure he's alright and looked up at Wesker as well.

Wesker felt infuriated, he couldn't believe that Peter had managed to match his newfound strength.

"How can this be? My Power should be beyond anyone's grasp, their comprehension!" Wesker shouted and glared at Peter, "I knew he was strong but this is too much, maybe keeping him alive is too much of a liability, besides if I can get more Nightmare Energy then I probably won't need him anyway".

Balrog and Tron had been tending to Vergil as they watched Wesker in the sky.

"He looks mad, we need to be ready to blow this place", Tron said.

"Damn right, he goes crazy enough he might kill us all", Balrog said.

Vergil looked up at Wesker, "Just finish them off Wesker, then we can rule the multiverse!"

Wesker flew down to attack Peter again but Twilight started blasting Wesker with her magic. Her magic was strong but his Nightmare power kept him durable to her blast.

"You can't defeat me Twilight Sparkle! Your magic doesn't compare!" Wesker shouted.

Twilight groaned a bit, trying to muster the strength, "I can and will…I won't let you hurt Peter any longer! I love him!"

Somehow her magic started growing and doing some damage to Wesker.

"Her love for Peter, it is giving her strength", Luna said.

Peter looked to see Twilight struggle with this, "Twilight, be careful, I don't want you getting hurt".

Twilight, while still firing her beam, turned to Peter with a loving smile, "Peter, you would do anything to protect me, now I am doing everything to protect you. I love you and I promise that I would protect you like you protect me and my friends, that's love Peter, to fight for those you care about".

Each word she spoke seemed to have raised her power; soon even Wesker was struggling, "No! I can't lose!"

Peter noticed her magic starting to increase, he knew what was happening and how to help, "Twilight…you are the best thing that's happened to me, and you are who I want and need in my life. I'll never hesitate to prove my love, it's a large part of what keeps me fighting, it's the major factor of why I have no regrets living here. It's why I can never be mad at you for taking me from my world, because my world is wherever you are. I love you Twilight Sparkle".

This speech was actually causing Johnny, Rainbow Dash and Dante to gag a little, too sappy for their tastes.

"I love you too Peter Parker", Twilight said. Soon Peter kissed her, angling it so she can keep firing her beam at Wesker, which had increased in power, causing some damage to him.

"No! I won't be denied!" Wesker did his best to start powering out, though it was taking a lot of energy out of him to do so.

Peter took this time to rush in, right as Twilight let go of her beam, Peter delivered a strong punch to Wesker's gut, causing him to spit some blood and then fired a beam from his wrist, which fully went through Wesker, the Nightmare starting to seep out of him.

Peter then did a powerful haymaker and slammed Wesker down hard to the ground, the Nightmare starting to seep from his body

Luna rushed in to take in the Nightmare, once again holding it and concentrating to make sure it didn't control her.

Wesker panted as he stood up, "How…how was that possible?"

At that moment, Wesker was surrounded, with Chris, Spencer and Punisher aiming their guns, Dante, Shimmer and Strider aiming their swords and Hawkeye aiming his Bow and Arrow.

"Don't you move Wesker!" Chris shouted.

Dante kept his eye on Wesker then remembered, "Wait, I need some help to make sure my brother doesn't escape".

"I got it Dante", Lady said as she along with Leon, Johnny, Rainbow Dash and Sweetie Belle surrounded Vergil, Tron and Balrog.

Wesker looked distraught, "I can't believe I lost my power, I was a God…how can they outmatch that?"

"Love and Friendship is stronger than evil", Twilight said, causing a groan from among the heroes.

"Hey! Who groaned!?" Twilight asked, looking around, though no one would fess up, "Seriously why do some feel the need to dismiss the Magic of Love and Friendship?"

Peter chuckled, "That's life Twilight, doesn't matter, your love is important to me".

Twilight blushed a bit and nuzzled against Peter as the villains were rounded up.

Author's Note

Finally, Wesker has been defeated, the other villains are done as well. Spider-Mane and Princess Twilight have saved the worlds.

End of a War

Later on in the day the guards had arrived with Celestia to help clean up the mess left by the villains. The damage surprisingly wasn't as bad as Vega's invasion, mainly due to the fact that the homes weren't intentionally targeted.

Wesker and his allies were surrounded and ready for escort to the Capcom world to face trials for their actions. Jill, Ken and Trish had also come through the portal to help, mainly since the problems in New York City were taken care of, mainly thanks to the fact that Dr. Doom and Super Skrull had been defeated, and the groups had no sound leader.

Jill had taken the form of a light blue Pegasus with a brown mane, Ken having taken the form of a red Earth Pony with a blonde mane and Trish having taken the form of a light brown Unicorn with a Dark Blonde mane.

"Welcome to the pony life", Dante taunted, earning a glare from his fellow Capcom allies.

"Don't make me hurt you", Jill threatened.

Vergil glared at the others as he was being escorted by some guards, with S.H.I.E.L.D. agents and Interpol agents waiting on the other side. All of the Marvel, Capcom and Ponies were watching closely, ready to strike at a moment's notice. Though the villains were restrained, they couldn't fully trust them.

"This isn't over! We'll be back! No one makes a full of us, no man, woman, or pony!" Vergil shouted.

"Keep walking bro! You're just making things worse", Dante said.

Vergil snarled at Dante, making sure to keep him at the top of his revenge list as he was escorted away.

The Crusaders had been watching from nearby and Apple Bloom shouted, "You ain't got nothing on us! We got the strongest warriors on our side!"

Vergil looked behind, "Hey is that Vega!?"

The girls yelped loudly and turned around to see if Vergil's statement was true. Luckily it wasn't but it did leave Scootaloo pretty annoyed, Sweetie feeling a sense of guilt since it reminded her of her foolishness, and Apple Bloom looked pretty freaked out.

Vergil let out a sinister laugh as he was escorted through the portal, "Sorry girls, my mistake!"

Apple Bloom shot a glare at Vergil for that, she really hates Vega and would rather not be reminded of him, unless she knows she has a chance to buck kick him to hell.

"Get that varmint out of here", Apple Bloom said in a cold voice.

Wesker just looked on and caught a glance of Peter, "I still think you're wasting your talents Peter, you can be so much more than you are now".

"I'm happy where I am Wesker, don't even try your mind games with me", Peter warned.

Before Wesker stepped through the portal, he had one final statement, "Remember Peter, your battles will never end, stopping me and my allies won't protect the ones you love, just delay their destruction, who knows, perhaps you won't even be alive in a few years".

"What are you saying Wesker?" Twilight asked.

Wesker grinned, "Hold him close Twilight, you won't have him forever…".

Wesker then did a sinister laugh as he and his allies were taken through the portal.

"I still say we send them to Tartarus", Luna said.

"Those in the Capcom World wish to prosecute their enemies themselves", Celestia said.

Chun Li checked on a pad, "Ok so Albert Wesker, Vergil, Tron Bonne and Balrog are accounted for, I know that Vega and Shocker are dead, what about Bison?"

"Luna took care of Bison", Peter said, "She destroyed him while briefly in the Marvel world".

"Oh, kind of a shame, I was hoping to prosecute him myself, properly avenge my father, but as long as he's not causing trouble and has been dealt with then I guess I can't complain", Chun Li said.

Leon approached Peter and Twilight, "You both did great work, if it weren't for you we'd probably be dead, you're quite a power couple".

"Thank you Leon, we appreciate your help as well, and your cooperation", Twilight said.

"A little better than certain others at least", Rainbow said, getting Dante's attention.

"Hey, you taking shots at us Skittles?"

Rainbow glared, "Hey! Only Peter and Johnny can call me 'Skittles', you call me Rainbow Dash!"

"Rainbow…Dash? Eh, sounds better than Twilight Sparkle", Dante said.

Chun Li face hoofed, "Dante, put a lid on it will you? Peter and Twilight saved our worlds; can you please be a little grateful?"

Dante shrugged, "I still say he got lucky, but I'll admit he's a lot tougher than I gave him credit for".

"Yeah, he's not that bad", Chris admitted, "Still don't like him but I owe him a debt of gratitude for taking down Wesker, besides these ponies are a pretty friendly bunch at least".

Ryu nodded, "Spider-Man is very strong…which means I shall train hard and one day defeat him in battle, it should be a worthy fight".

The Crusaders, Rumble and Mayday rushed to Peter and Twilight, all excited about the fight that just happened.

"You did it Peter! You're awesome!" Scootaloo said.

"You too Twilight, you both did great", Apple Bloom said.

"You're still my favorite hero Peter!" Sweetie said.

"You're the best parents ever!" Mayday said.

"I'm with Mayday on that, you're heroes in and out of suit", Rumble said.

Lightning Dust watched from nearby as the foals seemed happy and Peter seemd a bit friendly. She slowly started to approach Peter, but once he caught glance of her she stopped in her tracks.

He offered her a friendly smile, but she still refused to get any closer, her paranoia kicking in. She slowly started to back away and away from his sight.

Peter felt shamed, he feels he could only blame himself for why Lighting is so frightened by him, even the overexcited foals couldn't lift him from his glum feeling.

Applejack, Trixie and Rarity approached the overexcited foals.

"Come on, calm yourselves there, don't get too overexcited", Applejack said.

"Let's give Peter and Twilight some room", Rarity said.

"Yes, don't continue to be the terrorists you're known to be", Trixie said, earning a glare from the Crusaders.

Chris looked on and felt a smile come to his face, they reminded him a little bit of his own little sister, which brought on a question, "Hey Jill, did you manage to free my sister?"

Jill nodded, "Claire's fine, a little out of it but just fine".

"Good", he turned back to the Crusaders, "Nice to know".

Applejack approached Chris, "You got yerself a sister too?"

"Yeah, her name's Claire, she does stuff similar to what I do, though I would prefer if she didn't endanger her life, but she wants to be like her big brother", Chris said.

"I get that, mah little sister looks up to me as well, I can understand that since I also have a big brother that ah look up to", Applejack said.

"Wow, so you understand both sides it seems, being the middle child has a benefit I guess", Chris said, then sighed deeply, "It's my fault though, I thought by not telling her what I was doing then she'd be safe, it only made her follow me and it nearly got her killed when she went to an infected town and nearly got killed by Umbrella's B.O.W.s. Thank God Leon was there to help her, she's all I have left".

Applejack pitied Chris, "Sorry to hear that, ever since mah parents died ah always cherished the family I had myself".

That caught Dante's ears, "Sorry to hear that you lsot your parents, hell of a pill to swallow, but at least you make up for it by being a good big sister, you and your friends it seems".

Rarity approached Dante, "I know that Vergil is your brother, but you fight against him…if you don't mine me asking, what happened that you two don't get along nowadays?"

Dante sighed, "It started with the death of our mother, it hit us hard but it seemed to hit Vergil harder. I tried being strong like my dad wanted, he always said a devil never cries. But things just changed after mom's death, he started to hate more and more until his heart became as black as it is now".

Apple Bloom approached Dante with a sympathetic face, "Were you and yer brother ever friends?"

Dante nodded, "Yeah, we did a lot together, I still remember our birthday, being twins we each had to share a lot, the one thing we couldn't share was a nice chocolate cake", Dante chuckled a bit, "He always wanted the bigger piece, that was probably our only disagreement prior to our mother's death".

Chris empathized with Dante there, as did the others. At least there was some civility with the Capcom heroes, especially Chris and Dante.

"If ya'd like, you can come over fer a nice meal, be with a family", Applejack insisted.

"Yer friend can come too", Apple Bloom said, referring to Chris.

"Right, all of ya'll are welcome", Applejack said.

Dante shook his head, "Appreciate that, but we gotta make sure my brother and his friends are taken care of".

"I can handle that", Chun Li said while approaching the group, "Go and enjoy yourself, you too Chris".

"What about my sister? I need to see if she's ok", Chris said.

"I'll send her here, but I think you should, give you a chance to make peace with the Marvel guys", Chun Li said.

Dante and Chris pondered that idea a moment before Dante spoke, "Ryu has to stay too then".

"No problem", Chun Li said.

Applejack nodded with happiness, "Alrighty then, once this place is patched up then we'll-"

"Excuse me Miss", Applejack heard, then turned to whomever addressed her.

The pony in question was Captain America, who looked like he had something on his mind.

"Yes Captain? What is it?" Applejack asked.

"Earlier on I seem to recall you mentioning an Apple Pie, I was just wondering if that offer was still on the table", Cap wondered, showing a sign of hopefulness.

Applejack nodded, "Sure thing, I'd gladly help you to a piece of mah Apple Family Pie, yer friends are welcome too".

"That sounds great", he turned to Iron Man, "Hey Tony, wanna join me for pie?"

"Who's pie?" Iron Man asked as he revealed his face and had a smug grin, "The Apple one or the Marshmallow one?"

That comment caused an angry blush from Applejack and Rarity, a look of annoyance from Cap and Chun Li, and a hint of rage from Dante and Chris, though they weren't the only ones who heard.

"OH HELL NO!" Bobby shouted. Suddenly Bobby and Remy approached Stark with a look of anger on their faces, with Bobby going ice mode and Remy charging his cards.

"You stay the hell away from Remy's girl!"

Stark backed away a little, slightly concerned, "Guys, it was a joke!"

"Bobby! Remy! Stand down!" Cap shouted.

"Yeah guys, we just finished a bit fight, let's not start another!" Applejack said, "Even if he does deserve it".

Remy and Bobby stopped in their tracks and glared at Iron Man.

"You watch yourself, Applejack ain't gonna save yo ass next time", Remy threatened.

Twilight sighed from nearby, as did Peter.

"Let's hurry and get this cleaned up, it's been quite an eventful day honestly", Twilight said.

"Yeah, I'm ready to call it in, and the sun's not even down", Peter said.

Peter then heard the sound of a throat clearing and turned around to see an angry Thunderlane. Rumble also noticed Thunderlane and backed up a little. Twilight used her wing to hold Rumble close to her.

"So, you think it's cool to take someone's little brother?"

Peter glared, "You're the one who left him behind".

"I had no choice, that stupid skank Princess Luna caused me to leave town, she was gonna take me away anyway, at least I can come back on a better time", Thunderlane insisted.

"First off don't ever insult Luna, especially when I'm standing two feet away from you", Peter warned, "Second you still abandoned him, you left him with no one to properly care for him".

"Flitter and Cloudchaser should have, I don't know why they suddenly got lazy and dumped Rumble-"

"THEY WEREN'T LAZY!" Peter shouted, then took a breath to maintain his composure, "They couldn't take care of him, they wanted to but couldn't, they had no way of properly supporting him on such short notice, that's why me and Twilight stepped up, otherwise he would have been sent to an orphanage, at least me and Twilight are keeping him happy".

Thunderlane sighed, "Fine, you took care of him, but I'm here now, so give me back my brother so we can move on with our lives".

"Give him back? So you can take him on the run with you or something?" Peter asked.

"He's my little brother, he'll do what I do, that's life", Thunderlane said.

Chris had heard enough, "Hey! Thunderlane! Let me tell you something from personal experience. The Big Brother protects the younger sibling, not do stuff that will endanger him. Peter was right in taking him in because you did something really stupid, had we known that you abandoned your brother the way you did we never would have taken you in with us".

Dante nodded, "Seriously Thunder, that was a dick move to do".

Thunderlane slammed his hoof on the ground, "I don't care! I just want my freaken brother back!" He tuned to Twilight, "Hand him over!"

"No, he's not safe with you, you're not getting him back until you can shape up!" Twilight warned.

"Hey he's my family, I don't have to prove a thing to you, now hand him over!" Thunderlane threatened, walking toward Twilight angrily.

"Hey, don't go near my wife!" Peter shouted and approached Thunderlane, but he was back hoofed by him, though Peter barely flinched.

"Ow! What the hell is your face made out of!?" Thunderlane asked while shaking his hoof.

Peter then webbed Thunderlane and restrained him, allowing the royal guard to grab him. Luna approached Thunderlane with a sly smile, "Remember me?"

"Screw you!" Thunderlane shouted, earning a whack across his face.

"Take him away, we'll deal with him in Canterot", Luna said, then turned to Rumble, "I'm sorry you're going through this young one, rest assure you're safe with Peter and Twilight for the time being".

Rumble nodded, "Yes Princess Luna".

Felicia Hardy noticed this from nearby and sighed, a bit ashamed of Thunderlane, then noticed Future Sweetie Belle.

"Nice look there".

Future Sweetie noticed Felicia and smiled, "Thanks, you were quite an influence on me".

"Good to know", Felicia said.

The day went on, the mess was cleaned up in Ponyville but Peter and Twilight were called to the Marvel World to talk a bit with Nick Fury, who needed some details for his report.

Peter and Twilight once again stepped into the Marvel world, this time joined by the rest of the Elements, The Avengers, Chun Li as well as Logan and Johnny.

Dr. Hooves also went to the Marvel world along with Derpy, as Doc was curious about the technology in The Baxter Building as overheard about.

Reed showed Dr. Hooves, who had been wearing a brown suit still with his green tie, all the technology he had at his disposal.

"Fascinating, quite fascinating!" Doc said.

"I'm amazed how impressed you are considering you are from a world of magic, such things are probably not as uncommon", Reed said.

"Yes, but I always believed that science and mathematics are the real magic, any Unicorn can cast a spell, but a true genius can make magic with only their smarts", Doc said.

"You know, I think you and I can be good friends", Reed said.

Derpy, wearing a blue shirt and a gray skirt, watched along with Susan, who had spent the last week shielding the Baxter Building, thus couldn't fight alongside Reed.

"You're husband's a genius", Derpy said.

"Yeah, he is, though your guy seems quite capable himself", Susan said.

"Who Doc? We're not an item, we're just friends", Derpy admitted.

"Really? He seems quite fond of you, though when I brought up Peter he seemed to have gotten a bit jealous", Susan said.

"Yeah, not sure why, Peter's so handsome", Derpy said.

"He gets that a lot, but Doctor Hooves is quite handsome too, don't focus too much on liking someone who's not available, sometimes smarts exceeds looks, not that I don't think Reed is handsome, he's a great husband and father", Susan insisted.

"Yeah, he seems nice at least", Derpy said.

Meanwhile Fury is still talking with Peter, Twilight, Chun Li and The Avengers. The rest of the Elements are waiting in the Helicarrier with Logan and Johnny, still getting used to their human forms, all dressed in their Equestria Girls attires.

"This feels so weird", Applejack said while bending her fingers.

"I can understand how Peter probably felt coming to our world, this form take quite some getting used to", Rarity said.

"When Deadpool saw me like this, his eyes bulged and said 'Balloons', but you can't see my cutie mark like this so what 'balloons' did he mean?" Pinkie asked.

"Don't ask", Logan put plain and simple.

Johnny groaned, "This is so boring, how much longer are they gonna talk?"

"Shut up Storm, it's only been like 10 minutes," Logan said.

"Wonder what they're chatting about?" Applejack wondered.

Later on Fury finished up his chat with the Parker-Sparkle couple, Chun Li and The Avengers. Nothing eventful, just an explanation of what happened, Fury took good notes.

"You did well today Spidey, you too Twilight. You make quite a team", Fury said.

"No problem, happy to help", Twilight said.

Fury turned to the rest, "Our world owes you girls a debt of gratitude, you all did your part in helping, either fighting on the battlefield or helping to keep our guys safe and secure, I am truly thankful of that".

"It was no big deal honestly, just happy to help", Applejack said.

"Good, you're all free to go", Fury said.

Meanwhile Lyra Heartstrings is also in the Marvel world, all happy and giddy over a dream come true for her.

"I'm actually a human! I've always wanted to be a human and now I am! Yay!"

Chris watched her from a distance alongside his sister Claire and Dante.

"That is one strange girl", Chris said.

"Yeah, and why is she so obsessed with humans?" Dante wondered.

"Same way some humans love ponies I guess?" Claire suggested.

With Peter, he and his friends looked around the city, it was quite a mess.

"I can't believe this happened, all because they were looking for me," Peter said glumly.

"It wasn't your fault Peter," Twilight said.

"Yeah, they would have done this anyway", Logan insisted.

"Besides this place will be cleaned up, I mean look over there at Luke Cage and Iron Fist, they're helping quite a few civilians", Johnny said, pointing towards the heroes for hire.

"Some help from the Capcom world too, like that Haggar guy…wait is he campaigning?" Logan asked, referring to Haggar handing out 'Vote Haggar for NYC Mayor' flyers.

Applejack looked to the side, "Hey look, that Lawyer there is prosecuting some looters".

Some looters ran with some stolen items, believing they'll get away.

"OBJECTION!" Famed Lawyer Phoenix Wright shouted, making the looters stop in their tracks, "You won't get away with your crimes, take this!"

One point of his finger, and they were instantly incarcerated.

"Wow, seems like the only Lawyer that can handle him is Matt Murdoch", Johnny said.

Approaching the group were Luna, Sweetie Belle and Felicia Hardy.

"Wow, haven't been in this city in years", Felicia said.

"You had quite a track record in this city I believe", Luna said.

"Sure did", Felicia said with a grin.

Future Sweetie sighed, she cared for Felicia but didn't care for her old lifestyle. She looked ahead, "Hey Peter! Twilight!"

Peter waved, "Hey ladies, enjoying the city?"

As they approached each other, Peter heard another female's voice.

"Spider-Man?"

Peter turned and saw an red headed girl, "May I speak with you?"

Peter looked curious, "Uh sure, I don't see why not".

"Huh? Peter who's-" Twilight didn't get to finish her question as Peter rushed over to the girl.

"Impressed to see you Spider-Man, or is it 'Peter Parker'?" the lady said, impressed by Peter.

Peter chuckled, "I still go by Pete if you'd like, you look familiar though".

"Name's Mary-Jane Watson, surely you remember right?" MJ asked.

Peter tapped his chin, "Sorta".

"I went to the same school you went to, I've found you to be quite interesting, I was surprised to learn a local photographer was Spider-man", MJ said.

"Yeah, it surprises a lot of people it seems", Peter said.

"I gotta admit, you're quite handsome up close", MJ said, causing Peter to blush.

"Who is she supposed to be!?" Twilight angrily asked.

"That's Mary Jane Watson, I've seen her around, nice girl, don't worry she's not gonna steal Peter away if that's what you're worried about", Johnny said.

Luna and Future Sweetie also looked a bit unhappy as well and stood by a still jealous Twilight as Peter talked with MJ.

"So what brings you back? I've seen you around but I barely have a chance to speak with you" MJ said.

"Just saving the world, with a little help from some friends and allies", Peter said.

"That's great, I saw that Wesker guy before, what a creep, glad you caught him", she then noticed an angry Twilight, Luna and Sweetie Belle in the background, "Um who are they?"

"Oh it's just my wife and some girls I know", Peter said.

Twilight's eyes widened, "Just your wife!?"

Luna and Future Sweetie's eyes widened, "And some girls!?"

Peter realized his blunder and turned to them, "Wait! That's not what I meant!"

Twilight, Luna and Sweetie turned their heads away with a 'humph' and walked off angrily, causing Peter to freak.

"We'll talk later MJ", he rushed to the girls, "Come on I'm sorry!"

Johnny facepalmed, "Peter you dumbass".

Back in Equestria later on, Pinkie finally got to do what she's wanted to do, throw a party.

This part was for the Marvel Heroes and Capcom heroes staying in Equestria.

While Logan, Johnny, Bobby, Gambit, Laura, Deadpool and Janet were staying in Equestria for the time being, Susan, Reed, Ben and Cap decided to visit a little bit, with Susan taking the form of a gray-blue Unicorn with blonde mane and Ben looking like a rocky Earth Pony.

On the Capcom side, Chris, Dante, Ryu, Leon, Chun Li and Lady returned with Claire also visiting alongside her older brother. Viewtiful Joe also finally got some Power Ponies comics before going back to his home world.

Peter was still trying his best to explain to Twilight that the incident with MJ was just him being stupid. Twilight agreed he was being stupid but forgave him, knowing that Peter does truly love her after all. It was their love that helped them defeat Wesker, and it's their love that will help make the world a better place, three worlds in fact, maybe more.

"Peter, Wesker mentioned other worlds, beyond the three we know of", Twilight said.

"Yeah, what about them?" Peter asked.

"You think maybe one day we can travel and explore those worlds? One can only imagine what wonders we'll find", Twilight said.

Peter nodded, "Yeah, maybe I'll finally be able to show you who Superman and Batman are".

"Sounds great, maybe even see that world that Ryu and his friend Mega Man went to, he said that there's a girl named Lucina who looks just like Luna in her human form", Twilight said.

"Maybe even see those Kombatants the Street Fighter people talk about", Peter said.

Twilight nuzzled Peter, "As long as I'm with you, I'm happy though".

"Same here", Peter said while nuzzling back.

Cloudchaser approached them but noticed their moment, "Oh, sorry, didn't mean to interrupt, I'll come back later".

"No it's fine", Twilight said, "What did you need?"

"First off, thanks so much for taking care of Rumble, here are some bits I gathered up to help you", Cloudchaser said while handing them the bits, "You just need to take care of him a little bit longer, soon me and my sister will be able to take him in".

Twilight looked a bit sad, "Oh…well that's great".

"Yeah, I can't wait, I always loved him like a brother, now I can actually be like his sister", Cloudchaser said, then turned around, "I'll leave you lovebirds alone, see ya".

Twilight nodded, then went a bit glum.

"Twilight, it was never gonna be permanent", Peter reminded.

"I know, but he's so cute and sweet…I really want to have a son Peter", Twilight said.

"Yeah…me too…if it's not too much trouble, should we have a son…think we can name him after my uncle Ben?" Peter asked.

Twilight looked to Peter, seeing his hopeful face, then smiled, "I don't see why not, though we need to conceive a son first".

"We can get started right now", Peter said with a sinister grin, causing Twilight to chuckle.

"Later, there's too many ponies watching", Twilight said.

"Makes it much more exciting", Peter said while shifting his eyebrows.

Twilight bopped his head for that comment, causing Peter to chuckle, "Even when you do that I still love you".

"I do it because I love you", Twilight said, then engaged Peter in a loving kiss.

Also at the party, Logan is sitting with Fluttershy, not talking much but holding her hoof as she nuzzled against him.

Trixie watched from afar with a smile, "They make sure a cute couple".

Lightning Dust stood next to her and nodded, "Yeah, not bad".

Laura also watched from nearby, somewhat smiling, "The old man finally has someone who can stand him, good on him".

Also at the party, Deadpool and Pinkie are dancing in a Smooth Criminal style, even doing the tilt, though they messed up, not that they cared, they enjoyed themselves.

After the party ended, everyone went home. Peter and Twilight went home with Logan and Trixie, Fluttershy went home with Lightning Dust and Laura, Rarity went home with the Sweetie Belles and Bobby, Applejack went home with Remy, Chris. Claire, Cap and Dante, Spike and Janet went somewhere for some privacy, and Rainbow Dash went home with The Fantastic Four.

Ryu, Chun Li, Leon and Lady stayed at Sugarcube corner with Pinkie and Deadpool, who decided to share a room that night.

Applejack had given Cap what he so desired, a piece of an Apple Family Pie, to which he thanked Applejack.

"This Pie is one of the finest pies I've had the pleasure of eating", Cap stated.

"Thank you Cap, really appreciate that", Applejack said.

In another room, Dante is chatting a bit with Apple Bloom, quite enjoying himself and showing off his sword.

"This was left to me by my father, The Dark Knight Sparda, it's called Rebellion".

"That's so cool, wish Ah had a sword like that", Apple Bloom admitted.

"One day kid, you'll probably rule with a sword", Dante boasted.

Apple Bloom nodded while smiling, "Maybe it can be mah Cutie Mark".

"Your what now?" Dante asked.

"Long story, I'll explain...", Apple Bloom procceded to tell Dante the story of the Cutie Marks.

With Flutershy, she had gotten Lightning in bed, making sure her wing is properly padded so it can heal. She went to the living room where she was gonna bunk with Laura.

"How is that Pegasus doing?" Laura asked.

"She'll heal, though she's still deathly afraid of Peter", Fluttershy said.

"Pfft, how lame", Laura said while looking aside.

"Be nice Laura, we all get afraid sometimes", Fluttershy said.

"If you say so", Laura said. The moment Fluttershy laid down, Laura gave her a nice hug, "Thanks for your kindness, you're a great pony".

Fluttershy blushed a bit, "Aw, it's no big deal, Everypony needs someone to care for them."

Fluttershy nodded and laid down beside her Fluttershy on their pads.

The next day, it was time for the Capcom people to go home, along with Captain America. All the ponies from the main homes went to bid good-bye.

"Thanks for the hospitality, like I said, you ponies aren't so bad", Chris said, the muttered, "Some of you at least."

"See you around Apples, and Apple Bloom, good luck on your crusading stuff and helping the other ponies," Dante said.

"Thanks", Apple Bloon replied.

"Also if that brat Diamond Tiara gives you trouble again, just give me the word", Dante said with a grin.

"There won't be any trouble, not like she's as bad as she used to be," Apple Bloom insisted.

Ryu approached Peter, "You're not bad for a spider".

"Thanks...I guess", Peter said.

"I still don't like you much," Ryu said.

Peter sighed, "Of course."

Cap took a stance forward, "Keep fighting the good fight, you're all great heroes and model citizens", he then saluted them as they all saluted back.

The Capcom Heroes went through the portal along with Cap.

"They weren't so bad", Twilight said, then turned to the others, "What about the rest of you?"

"I have to get back soon myself, I have some work to handle", Reed said.

"We probably can't stay forever", Logan said, "Soon the Worlds will seal off again, then it's back to how it was before".

That left the Mane 6 and friends saddened, as well as Peter. Rainbow Dash loved Johnny, Fluttershy had a crush on Logan, Applejack and Rarity came to like Remy and Bobby, Spike liked Janet...a lot, and Pinkie didn't want Deadpool to go.

"The portal will last for maybe three months, so you all can still spend plenty of time together", Reed reminded.

"Yeah, just enjoy yourselves for now", Susan said.

Johnny nodded, "Yeah, you're right sis", he turned to Rainbow, "Let's go find The Wonderbolts, see if we can get an early start on that academy".

"Sounds great, come on Torch", Rainbow said and flew off with Johnny.

Apple Bloom rounded up her fellow Crusaders and Rumble, "Let's go Crusading, Ah have a few ideas that Dante told me, it can really probably help the other ponies."

"Speaking of which, I think the rest of you have cute marks to earn", Peter said:

"Got mine", Logan said, pointing to a mark that was the X-Men logo with a scratch across it.

"Cool, proves that you ARE the best in the world at what you do", Peter said.

"Me and Remy might be close, though we're not too bothered", Bobby said.

"Hey that's why the Cutie Mark Crusaders exist, maybe they would have ideas for Laura too", Peter said.

"That reminds me! Ah have a few things in mind fer her!" Apple Bloom said and tugged at Laura, "Let's go! You have a Cutie Mark to earn!"

"Hey wait a minute", Laura protested, but got dragged off, "Nice going Parker!"

Peter nervously chuckled, "She's gonna totally kill me for that".

Twilight turned to Future Sweetie, "What about you? What wil you do?"

"I talked to Pinkie last night, she said I don't need to rush back, she wants me to enjoy myself here for a bit longer", she chuckled, "She still has that caring attitude at least, she just wants to see me smile".

"Gotta love that about Pinkie", Twilight said.

Future Sweetie nodded, "Yeah, I always love that about her", she took a breath, "So I'll stay a little while longer, now I can catch up without the threat of an invasion".

"Sounds great, maybe I can teach you some spells I Know, could benefit".

Future Sweetie beamed a smile, "That would be so cool!"

Twilight nodded, "Good, glad to know".

In Canterlot, Celestia is busy with some documents herself, a bit like Nick Fury. Luna had approached her, "It is done sister, I have taken the prisoners to Tartarus".

"Good work sister", Celestia said.

"I am concerned about what they might do, probably should have sent them outside this world", Luna said.

"I want to ensure they have the proper punishment, just like we have done for outsiders like Osborn, and those like Tirek", Celestia said.

"Perhaps, but still..." Luna wondered.

Felicia had then arrived and approached Celestia, "Princess, think I can ask you a favor?"

"What is it Felicia?" Celeatia asked.

"It's about Thunderlane..."

Meanwhile in Tartarus, Goblin is sitting back all comfortable, "Looks like Albert couldn't get the job done...such a shame".

"Now we know even more what they are capable of, we know how to strike", Tirek said.

"Shame our new friends won't be joining us, oh well, they already had their fun", Discord said while turning to Electro's location, he had been talking with an old friend.

"Good luck on your attempts to bring Spider-Mane down Electro", Shocker said.

"Thanks, though you can still join us", Electro insisted.

"I'm good, I'll let you try this time", Shocker said.

"The offer's there if you or your friend change your mind", Electro said, "Speaking of which, wonder what he's doing right now".

"Or who he's doing better said", Shocker stated.

With Sonata Dusk, she is approaching a pony with an affectionate gaze, "I'm so happy you're here", she said in a tone of sexual desire, "Don't you worry about losing, I'll take good care of you, we can go with your dream...but let's try half of it, making love each night, just like you promised", she went to the pony's face, "My sweet Vega".

Vega briefly gazed at her before she started kissing him and making out with him. Vega eagerly returned her affection, though the sting of defeat still lingered within him. He wants revenge, one day he'll get it.

But for now, he has a mare to please, the one positive thing about being in this hellish place.

Later in the day, Johnny was looking in the mirror in Rainbow Dash's room, he was wearing his Wonderbolts Cadet uniform, customized with the Fantastic Four Logo. He and Rainbow would start their new training soon.

"This looks so damn awesome", Johnny boasted.

As he posed for the mirror, Rainbow Dash approached him, also in her cadet uniform, "You look great in that".

"Thanks babe, gonna have to show my sister", Johnny said.

"Speaking of your sister..." Rainbow said and let out a sad sigh, concerning Johnny.

"What's wrong?"

Rainbow looked down on the floor, "Do you have to go back home? Can't you just stay like Peter?"

Johnny knew this would come up. He doesn't want to leave Dash but staying in this world might mean leaving a lot of things behind.

"Dashie, I don't want to leave, but I might have to because-" Johnny stopped when he saw Rainbow lift her head up, tears streaming down her face.

"I love you Johnny, I don't want you to go!"

Before Johnny can say anything, Rainbow lunged at him with a hug while still in tears, "Please don't leave me Johnny, I don't think I'll find anypony else like you!"

Johnny didn't know what to say, despite his usual heartbreaker attitude, he has really come to love Rainbow Dash as well.

"Dashie, I Don't know what to say".

"Just say you'll stay! Please Johnny!"

Rainbow almost hated how she was acting, it goes against everything she stands for, but her heartache was too much. A couple of weeks with Johnny isn't enough, she wants a lifetime with him, to have the same happy marriage with him that Twilight and Peter have, to be the mother of his child.

"Rainbow..." Johnny hugged her, feeling his own tears leak out, though they evaporated against his heated skin, "I want to...but I can't promise that..." He stroked her mane, "But by God I will fight to ensure that I do stay, I love you that much".

Rainbow looked up at Johnny with a hopeful smile, "Thank you so much".

The two engaged in a loving kiss, one that lasted a good minute before they broke apart.

Rainbow Dash wiped her eyes, "I hate crying, and I hate being sappy", she smiled at Johnny, "But you're worth it".

"And you're worth having me", Johnny said with a grin, causing both to laugh.

"I guess we should train for the Wonderbolts", Rainbow said.

"Yeah, I need to push my limits, fly faster that I thought I could", Johnny said.

"How do you plan on doing that?" Rainbow asked.

In Ponyville, Peter and Twilight are walking together with Rumble and Mayday when Johnny suddenly flew at Twilight with a piece of cake.

"Yo Twilight!" Johnny said and slammed the cake in Twilight's face, confusing Peter, Mayday and Rumble.

"Johnny! What gives!" Peter shouted.

Johnny got in Twilight's face and shouted, "NEEEEEEEERD!"

Peter blinked when Johnny called Twilight that,, "Wait, what?"

Twilight wiped the cake from her face, seething in anger, "Johnny..."

Johnny grinned, "Oh, by the way, magic's lame, I didn't need magic to get my awesome powers, I went to space, you just read some stupid books", he had another evil idea, "By the way, Spike didn't burn those books the other day, I did, but no one cares about books you nerd!"

Twilight's anger veins were bulging, her eyes growing, her breathing going in angry pants, "WHY YOU...!"

"Also, your hair looks stupid, Celestia is overrated, and your brother's too much of a dimwit to run an empire alongside a dimwit wife", Johnny taunted.

Suddenly Twilight's rage had caused her to enter her own flame on mode, similar to what she did when Pinkie annoyed her with the Pinkie senses.

Johnny looked surprised, "Didn't see that coming".

Twilight released a battle cry and started chasing Johnny, with him flaming on and flying away in hopes of escaping Twilight's wrath.

Peter face hoofed, "Johnny you dumbass".

"Daddy watch your mouth!" Mayday scolded, causing Peter to somewhat cringe.

Rumble chuckled at that, though Mayday glared at him, "You find something funny!?"

"No ma'am!" Rumble said, standing in attention.

Peter found that a little humorous, Mayday was definitely started to exhibit traits from himself and Twilight, though why did it have to be the angry Twilight?

Meanwhile in the Capcom world, Wesker and his allies were waiting in a holding cell, Vergil impatiently paced around.

"This is ridiculous, to be treated this way, I am a son of Sparda! I demand better respect than this!"

"Patience Vergil, this won't be forever", Wesker reassured.

As Vergil paced, an explosion was heard, as was a fight. Vergil heard the evil laugh of a woman as some guards were sent flying.

Soon the woman in question had arrived at the cell, a big spider design on her back, "Hello boys".

Tron cleared her throat, "Not a boy".

"Yeah whatever", she focused on Wesker, "I'm here to bust you out".

"Took you long enough Juri", Wesker stated.

Juri destroyed the cell door and led the group out of the holding facility.

"Wait, our weapons", Vergil said.

"I got them comrade", they heard a man say.

On the way to them was Spider-Man enemy, Kraven the Hunter, "Here is your sword", he tossed Vergil his Yamato, "Your gun", he tossed Wesker his Samurai Edge, "And your tools", he tossed Tron her stuff.

"Good, let's go", Wesker said while putting on his sunglasses.

"Are we going back to Equestria?" Vergil asked.

"Not yet…we'll wait a while before we go back, revenge is a dish best served cold after all", Wesker said.

"Then where are we going?" Vergil asked.

Wesker grinned while eyeing through his shades, "To a new world".

Vergil groaned, "Don't speak to me in riddles! What is on your mind Wesker!"

"It's like this Vergil", Wesker started explaining, "I learned something interesting from Discord. He told me of a time he went to another realm and saw another Spider Superhero, just like Spider-Man, except instead of Peter Parker, it was Patricia Parker".

Vergil looked confused, "What's your point? That there's a female Spider-Man, even though the one now looks feminine enough?"

"Not just that there's a female Spider-Man, or Spider-Mare as she's called, that there are alternate Spider Heroes in alternate dimensions. Miles Morales, Miguel O'Hara, his daughter Mayday, Noir Spider-Man, even Spider-Ham".

Vergil raised his eyebrow, "Excuse me?"

"Not the point, he told me of one Spider Hero that really peaked my interest", he gave Vergil a pater, "Here's the coordinates and the spell to use to access that world, but once we get there, we mustn't make a scene, I don't want to alert this hero just yet".

Vergil nodded and used his magic to open a realm to the world Wesker wanted to go to.

In another world, some bank robbers tried making an escape, but a hero in a white suit had arrived and foiled their escape plans. This hero stopped their car, pulled the robbers out and beat them up, leaving them for the police and then zipped away.

Wesker and his allies had arrived in time to see this hero in action, Kraven looked a bit impressed.

"She is very much like Spider-Man in my world".

Vergil still didn't see the point to this though.

"What makes this Spider-Hero so important?" Vergil asked.

"Just watch, follow me", Wesker said.

They had followed quietly, making sure to keep far enough not to set off any Spider Sense as the hero switched out of wardrobe in what she thought was private.

"What is the point of this female?" Vergil asked.

"Listen", Wesker said as the villains leaned into the girl, who approached a friend.

"Hey MJ, I'm ready for band practice", the hero said.

"Took you long enough Gwen, get to your drums already", MJ said.

Vergil raised his eyebrow, "Gwen? Wait that sounds familiar".

"Exactly…that girl is Gwen Stacy, the love of Peter Parker's life, before she died in his world", Wesker said.

Vergil thought a moment, "Wait, are we targeting her?"

"No…I just want to keep an eye on her, Discord seemed interested in her as well, not sure why. I just wanna keep watch on that", Wesker said.

"How are we supposed to do that?" Vergil asked.

"Discord said he'll arrange something for us, we can watch when in about five years when the so-called Prophecy detailing Spider-Mane's death comes to fruition, we'll be watching the events unfold. Even if our friends survive, then they will still have to deal with us. But if the Sinister Six wins…we'll at least have an idea on how to beat them", Wesker said.

"So our six versus theirs?" Vergil asked.

"Wait, there's eight of them technically, we're two short", Tron argued.

"Not exactly, you see when I took a break from my work during out extended stay in Tartarus, I went to a nearby town where I met a lovely mare by the name of Starlight Glimmer", Wesker reminisced his time with her, "She told me how she would love nothing more than a world of equals, where everyone was the same, regardless of cutie mark. She wants the perfect society. I myself have similar goals, except I want to become a God in the process, but still."

"Where are you going with this? Is she gonna align herself with us?" Vergil asked.

"Not sure, I simply told her I had goals of my own, goals of power, she said she liked that about me. She is interested in Spider-Man and his family, especially his daughter. She might be around in five years to take part of The Sinister Six Invasion. If she decides to partake in their war and chooses to side with us afterwards, she can give us valuable information", Wesker said.

"That still leaves us one short", Tron pointed out.

"Tron my dear, I am aware of that", he rubbed her head a little, "Don't you worry, I still have one more in mind, you might like him, I know how much you like robots."

Tron looked confused, "Huh?"

"There is one potential candidate to join us, but he prefers to meet us 'in the flesh' as he says", Wesker stated.

Vergil sighed and muttered, "Ultron…of course".

Wesker started moving, "Come on, we've stayed long enough, we've got some planning to do".

The villains followed Wesker as he went back to the portal, Gwen feeling a bit unsure.

"Hey, are you ok?" MJ asked.

"I'm fine…I just feel…odd", Gwen said, "It's probably nothing, let's go".

She walked off with her friend as the villains went back.

Back in Equestria, things are at peace. Laura is officially a Cutie Mark Crusader, against her will, Logan and Fluttershy have decided to make an attempt at a relationship, Deadpool and Pinkie now feel awkward around each other after waking up that morning in the same bed, with a weird scent in the air…too much partying one could say, plus Trixie and Lightning Dust have gotten a bit closer as friends, Trixie being one of the few that Lightning Dust absolutely trusts.

Rumble's friendship with the Crusaders deepened, as did his brotherly bond with Mayday.

Future Sweetie Belle also enjoyed her time in this reality, finally a chance to enjoy life again, especially along side her sister Rarity and her younger self.

Applejack and Rarity finally had a chance to do a good double date with Remy and Bobby, it went pretty well at the very least.

Peter and Twilight sat together on their balcony, finally taking their time to rest and watched the happy town of ponies, with the sight of Johnny and Rainbow Dash flying together in the sky, enjoying every moment with each other as they can.

For now, Peter and Twilight are just happy to have each other and their family, there is nothing else they can ask for at this moment, except only to be in each other's hooves.

The Parker-Sparkle duo has endured another battle, proving their love is probably their greatest strength of all.

Author's Note

Finally, the story has ended. I hope you all enjoyed this spin-off, I thank those who have given me feedback and assisted me along the way. Remember to support the official stories from Maximus_Reborn, who was cool enough for me to do this spin-off.

Spiders & Magic: Rise of the Spider-Mane
Spiders & Magic II: Eleven Months
Spiders & Magic III: Days of Friendship Past
Spiders & Magic 3.5: Rise of the Spider-Mare
Spiders & Magic IV: Fall of Spider-Mane