Ultimate Alliance

by Israel Yabuki

Rating: teen
Tags: Science Fiction, Main 7 (EqG), Profanity, Adventure, Violence, Crossover, Power Ponies, Drama, Alternate Universe, Avengers, Other, Original Character, Equestria Girls
Length: 4157

The Power Ponies fight alongside the Avengers for the sake of not just Maretropolis and Canterlot City, but also the world

Maretropolis and Canterlot City are both big neighboring cities with some new villains that have come to wreak havoc upon these fair cities and the Power Ponies have their work cut out for them. But luckily, the Avengers have set up their base in this city and are willing to lend a helping hand. But what if their biggest threat ever is someone rather close.

Published 2020-03-16 23:50:01 UTC
Last updated 2020-03-16 23:50:01 UTC

The Journey Begins

Author's Note

This story was something I came up with and TheShadowKnight wanted to help make it for me since I helped him with his Thorax x Cadance story, so props to him for being a big help. As always, thanks for your patience and support, remember to stay tuned and brony on.

The Journey Begins

Maretropolis, Canterlot City, two big neighboring cities with an incredible crime rate and only a handful of superheroes can keep them safe. Such legendary heroes are none other than the Power Ponies: Masked Matterhorn, Zapp, Mistress Mare-velous, Fili-Second, Radiance, Saddle Rager, Humdrum and Blazing Glory. They've kept the cities safe even though they were short-handed, but recently, things have gotten out of hand.

Apparently, their most formidable foe, the Mane-iac, has been getting help from her new partner in crime, Pheramosa. And she's not the only one. Somehow some more villains have shown up, teaching these two how to be more coordinated.

They're not sure who's behind all this, but they're gonna make it their mission to find out who's behind it all and what their motive is. As of right now, explosions rang out in the downtown district where a large van was driving out of the garage unit of one of the banks. The back doors of the van were still open. Inside were a couple of usual crooks wearing black ski masks. The first on the scene was the Masked Matterhorn.

"Just another day in Maretropolis," she said, jumping off the edge of a building. Her trusted friend, Blazing Glory, arrived and caught her before she could go splat. She also observed the crime and was lucky enough to catch Masked Matterhorn.

"You just can't be patient enough to use the fire escape, can you?" Blazing said, quickly setting her down to ground level. Masked Matterhorn aimed her horn at the van, telekinetically grabbing the back tires and making the vehicle stop. The van crashed against a lamp post, then the back doors were kicked open by a strange man in a yellow and brown suit seconds later.

"Come on! Move it!" the man said.

"What the? Who is that guy?" Masked Matterhorn asked. "Doesn't look like any supervillain I've ever seen in all my life."

"Well one thing's for sure, we'd better stay on our toes," Blazing said.

The girls watch this new guy to see what he was gonna do. He and his goons quickly noticed both superheroes and surrounded them. "I don't know who the hell you think you are, but I ain't gonna let some stupid kids get in the way of my score!" the man said. Dropping the cases full of cash, the girls then noticed that the man had these weird metallic things on his gloves. "Boys, take 'em down!"

Their goons cocked their guns, but Masked Matterhorn smirked, using her powers to lift the goons up in the air, yank their weapons away with her telekinesis and slam them down. "Maybe you didn't hear, but we're the sheriffs around these parts. So why don't you give up and we'll turn you in quietly." Blazing gloated.

"Not gonna happen!" the boss said. Then the man pulled his arms back and suddenly, his gloves started glowing. "Say goodnight, girlies!" Later, the man shot out these shock waves, which surprised the girls, but not enough to get them out of the way. Luckily, something… or someone was there to get them out of the way.

"Whoop, not today!" another man's voice said. The girls looked to see who their rescuer was. He had on a red and blue costume with black thin black webs stitched on it, a black spider in the front and a red spider in the back. They couldn't see his face because of the mask. "Come on, Shocker, didn't your mother ever teach you not to hit girls?"

"You again?! Why can't you just take a hike?!" the man called Shocker asked angrily annoyed. The man in the spider costume quickly set the girls down in a safe spot.

"That was a close one. You girls alright?" The man asked.

"Y-Yeah, but… who are you?" Blazing asked.

"Oh you know… just your friendly neighborhood Spider-Man, some call me Spidey, or Web Head, or the Web Slinger and many others." he introduced.

"Spider-Man? The Spider-Man? But… I thought you were just a comic book superhero?” Masked Matterhorn said in awe.

“Do I look like a comic book to you?” Spider-Man replied, just before his spider senses detected one of Shocker’s blast waves coming their way. With a thought, he picks up the girls again and jumped out of the way of the attack. Swinging them to another safe place. "You'll have to forgive Shocker, he's not a people person."

"I think we got that hint," Blazing said.

"Don't you ignore me, Spider-Man!" Shocker yelled. As he prepares another blast, Spider-Man shot one of his webs at him, shorting out his attack.

"Hey, do you mind? Daddy's talking to his kids," Spidey joked. He leaped into the air, spun one of his webs and swung over to shocker, performing a swing kick, knocking him back. Spider-Man finished the job by webbing up Shocker and his goons before leaving them to hang from a few lamp posts. "Sorry to leave you guys hanging, but I'm in a bit of a hurry. Tell your inmates I said "Hi again," Spidey replied before leaving the scene.

"Did we just witness a living legend save the day?" Masked asked.

"I think we did. We'd better go and tell the others," Blazing suggested

“I bet Zapp would be psyched about this.” Masked stated.

"And we'll never hear the end of it from her if we do tell her," Blazing replied.

Meanwhile, with everyone's favorite red and blue wonder of the world, he was swinging from building to building, thinking about those two girls that arrived at the scene of the crime. "The age of superheroes are just as young as I thought. Who were those two and how could they forget who I am? I've made a huge impa--" but before he could finish his sentence, he was about to spawn a new webline, but came up empty. "What the?! Not now! WHOOOOAAA!!!"

Spidey plummeted down from quite a distance and soon landed in a dumpster. He poked his head out with a banana peel on his head. "I should've stocked up on more web cartridges. Luckily I fell short of a miracle… a very smelly miracle," he said, grabbing the banana peel and tossing it off of him and climbing out of the dumpster. "Mary Jane's gonna kill me when she finds out I literally trashed this suit. She just had it washed."

"I thought that might happen," another male voice said. Spider-Man's eyes widen when he sees two more people in different Spider-Man costumes. One of them was in a Spider-Man 2099 dark blue suit and the other was dressed in a red and yellow Spider-Woman suit.

"Did you forget that crime never sleeps and that you're not the only Spider-Man out there?" Spider-Woman asked.

"Look, kids, I don't need this right now. And please tell me you didn't skip your shifts at work." Spider-Man said.

"Have a little faith in us, dad. We're not stupid enough to leave while we work. Can't say the same for our lunchbreak, though," Spider-Man 2099 said. With the coast clear, the original Spider-Man took his mask off, revealing Peter Parker.

"How long ago was that?" Peter asked, quirking an eyebrow.

"Dad, relax. He went on his 1-hour lunchbreak 15 minutes ago. I've been on break for 30 minutes, so no need to get even more wrinkly about it," Spider-Woman said as she and Spider-Man 2099 removed their masks. Underneath their masks was Peter's two children, fully grown into young adults: Benjamin P. Parker and May W. Parker.

Benjamin had his mother's beautiful red hair and blue eyes, but had his father's facial features. May had her father's brown hair, only hers was long and luscious as her mother's when she was a young lady and had her dad's blue eyes.

"Plus, I think you need a break from this superhero business. Let me, Ben Riley, Miles and Gwen cover for you. You've got a Rehabilitation Facility to manage and Otto Octavius needs to be ready if his wife and granddaughter are gonna visit him," Benjamin said.

"Guys, I told you not to go through my stuff. But I will agree, they are coming soon. Promise me you'll make it back on time before lunch is over," Peter said.

"Don't worry. And here's the cartridges you need for your web shooters," May said, handing Peter 10 fresh web cartridges. He accepted them and put one in each of his shooters before waving goodbye to his daughter and son, web-zipping away. "He hasn't changed at all, even after 24 years of being Spider-Man."

"I doubt he ever will," Benjamin said. "I'd better get back to work before my boss throws a hissy fit like last time when I was late." Putting his mask on again, Benjamin shot out a web and swung in the other direction and May swung back to her own job.

"You never seem to change either, Ben. The way you fight crime is just… too over the top," May said to herself, swinging from building to building.

Back at Power Pony HQ, Masked Matterhorn and Blazing Glory had got done telling the others about their encounter with a certain web-head and the reaction… was absolutely priceless. "WHAAAAAT?!?!?!" the Power Ponies shouted.

"You gotta be kidding me, you saw Spider-Man?!" Zapp asked. "Why couldn't I have been there and met him?! I've admired that dude for a long time! The next time we go out on our missions, you'd better let me tag along with you! I've been wanting to show off some cool moves to the web-slinger for some time."

"And what hero he was to save you two from that "Shocker" fellow," Radiance said.

"But if he's here in Maretropolis, wouldn't that mean the other superheroes are here, too? Ya know, the Avengers?" Mistress Mare-velous asked.

“Oooh please! The bad guys we fought in this city, are waaaaay below the “Big League’s” pay grade here. Why would they want to come here?” Zapp stated. Just then, the alarm on their supercomputer blared. Masked Matterhorn ran over to check the footage. She finds that a man in a green and yellow suit with a lightning mask was causing havoc around central Maretropolis Alongside this mysterious foe was some oversized man in a Rhino suit, trying to break into the Grand Maretropolis Bank.

"Who are those guys?" Masked asked.

"Don't know, but Ah'll be darned to let them whippersnappers make off with all that dough," Mistress Mare-velous said.

"Let's light 'em up, ladies!" Filly-Second proclaimed. The Power Ponies made haste, determined to stop these strange foes.

Meanwhile about 100 feet away from the bank on top of a building, two individuals scanned their foes, while commenting about the villains' true foe. "Might as well help out Spidey if he's gonna be busy for a while, huh?" said the man in a red, white and blue suit, holding matching shield.

"I never understand how ol' web-head can attract so many freaks in his line of work. Well, we might as well take these bozos down," said the man in a red and yellow armored suit. "You take horn head, I'll go for Mr. Light Show."

Nodding in agreement, the shielded man leaped down while the man in an iron suit flew down in a spot where he could be seen using his rocket shoes. Aiming his hand at the electric guy in the green suit, he aimed carefully and shot out a repulser beam, hitting his target. "You should've seen that coming, Electro. For an electric villain, you're not as bright as I thought."

Getting up from the ground, Electro, as the man put it, glared at him. "Iron Man! What do you think you're doing here? Where's that wall-crawling dunderhead?!" he asked.

"Sorry, I'm not his baby-sitter, you'll have to deal with me," Iron Man said.

"No! You deal with ME!!!" said the man in the rhino suit in a Russian accent.

"Rhino, don't you dare get in my way, this bozo is mine!" Electro argued, shooting out electricity.

"Oh wow, fireworks, this oughta be interesting, "Iron Man said casually, propelling out of Rhino's way, only for the big oaf to get a surprise attack from a shield flying into his face, knocking him back a few feet. "Nice shot, Captain America."

The shield retreated back to its own as a type of boomerang. "Ole," The Captain said. "You wanna dance with someone, dance with me!"

"I WILL CRUSH YOU!!!" Rhino shouted, charging at the captain. Cpt. America charged straight at him, then slid underneath him before tossing his shield at Rhino's leg, tripping him and making him fall on his back.

Meanwhile, Iron Man and Electro circled the skies and the electric menace shot bolts of lightning at this armored billionaire, but had no luck with his maneuvering. Unbeknownst to these Avengers, the Power Ponies arrived, only to catch the heroes in action. Zapp caught sight of Captain America handling Rhino, but her eyes were more focused on his behind. She couldn't help but whistle.

"That IS America's ass," Zapp commented. Only for Mistress Mare-velous to smack the back of her head.

“When will you ever mature, Zapp?” Mare-velous asked, grimly.

"Hey, I can't help it if his ass is hot," Zapp said.

"Less gawking, more assistance. They probably can't handle these two alone," Blazing Glory said, summoning fire from her hands. "Let's kick some ass."

“Dibs on helping Captain America!” Zapp shouted as she sped towards the area where the super-soldier and the Rhino were going at it, leaving her teammates standing with disbelief. Matterhorn turned to Fili-Second and Mare-velous with an annoyed expression hidden behind her mask.

“Make sure she doesn’t get herself killed,” She said.

"Okie-dokie-lokie," Filly-Second saluted. The hyped-up pink speedster zoomed off in the blink of an eye and took Rhino, Zapp and the captain by surprise when she got up close, leaped up and delivered a clean kick to Rhino's face. "Surprise!" she shouted before zooming out of view, then coming at the back of his head with another kick. "DOUBLE SURPRISE!!!"

"Hey, where'd you two come from?" the captain asked.

"Let's just say we're here to help. Watch this!" Zapp said. She then summoned a giant storm cloud up in the sky and struck Rhino with a strong lightning strike. The oversized, jolly-grey giant took the hit, stumbling down on one knee.

"Didn't know Thor had a daughter," Captain America joked.

"Nope, but that would be cool! I've been such a--" Zapp couldn't finish her sentence as Rhino quickly recovered and charged at Zapp, knocking her into the air with his horn.

"BEAT IT, PUNY WORM!!!" Rhino shouted.

"Hey! Nobody hurts my friends, you… you… BIG… MEANIE!!!" Saddle Rager called out. As her anger soared through the roof, she became a giant, muscled fury, charging at Rhino, matching his strength with hers. Saddle Rager grabbed Rhino's horn and knee-kicked him in the face before slamming him to the ground, twisting his arm. "SAY SORRY!!!" she shouted.

"Never! AAAH!!! I will never… admit… defeat… to you!!!" Rhino shouted in agony.

"She could give Hulk a run for his money," the captain commented.

"If you saw how scary she was when she wakes up all cranky, you'd think of this as an act of mercy in comparison," Zapp said.

While Saddle Rager had Rhino pinned underneath, the group suddenly hears the sound of a motorcycle approaching, which made the goons working for Electro turn chicken.

"Uh-oh, screw this! I'm getting outta here!" Goon 1 said.

"Same here, I ain't sticking around for that psycho to catch me!" Goon 2 agreed. Soon, the rest of the goons turned tail and ran off.

"Oh boy, that's not good," Iron man said.

“What are they running away from?” Fili-Second asked out of curiosity. Her answer was brought the moment she and the others notice what looked like some kind of skeleton with a flaming skull, wearing a leather, spiked jacket and riding a motorcycle with a sort of hell-ish design. This strange motorcyclist stopped right in the center and hopped off his bike.

The mysterious being looks around the battlefield, staring it’s soulless, flaming eyes towards both the heroes and the villains. Until it’s sights were then targeted towards Electro and Rhino. The fiery motorcyclist raised it’s arm towards the two, pointing at them as a faint groan escaped its mouth.

“Electro and Rhino, your sins are innumerable! I am here to wreak vengeance… UPON YOUR SOULS!!!”The rider spoke out to the two villains, with a voice that can only be described as a demonic voice from the depths of Hell. Filled with burning rage that could bring the world’s strongest men, down to their knees.

"Uh-oh, they're in for it now," Iron Man said.

"You don't scare me, bone boy! I will break your bones!" Rhino exclaimed.

"Rhino, don't be stupid! If you don't watch what you say, he'll kill you!" Electro warned, panicking with fear.

The rider then reaches towards the side of his bike, pulling out a chain whip and ignites upon contact. He then releases his chain out, swinging it around like a lasso just before he lets the chain fly over to Rhino; wrapping around him and burning him as it made contact with his skin. Rhino screamed in pain from the burns before he was then pulled towards the devilish rider, with one swift tug, and then finds his neck wrapped by the leather-gloved hand of the flaming motorcyclist and staring into his eyes.

“Look into my eyes,” The rider said as Rhino struggled to break out of his chains, hopelessly forced to stare into the rider’s skull-like eyes. “Your soul is stained by the blood of the innocent.” Rhino tries to look away, but to no avail as he soon felt his insides burning as if they were set on fire. The Power Ponies, the two Avengers, and Electro watch as Rhino meets his fate; a fate… far worse than death.

“Feel their pain.”

"No! NO!!! NOOOOOOOOOOOOOOO!!!!!!!!!!" Rhino screamed as all of his sins came crawling back to haunt him, torturing him in ways he never imagined as he stared into the Ghost Rider's eyes, losing any strength he had left. And soon, Rhino's body collapsed to the ground.

"Oh man! THAT WAS TOTALLY WICKED!!!" Zapp shouted, excitedly. Her teammates stared at her in disbelief and gestured to her to stay silent; unfortunately, it was too late as her shouting caught the attention of the rider.

His head turned to them, in a demonic way, and then suddenly he approached them with supernatural speed until he stood right in front of them. Staring into Zapp’s eyes, to see if she had any sins of her own. Luckily for her, the rider could not find any sins within her soul, all he could sense was pride and an oversized ego. But he did however, sense the sins coming from Electro, but when he was to turn his focus back towards the other villain; Electro was gone.

The rider growled in anger and proceeded towards his motorcycle, wrapping his chain whip across his shoulder. As he approached his bike, he then focused his sights towards the Power Ponies once more, but not in a menacing way. The group heroines couldn’t help but stare back at him with fear and curiosity. The rider then looks away from the heros, hops onto his bike–which ignites the flames of the wheels–and then rides away from the battlefield until he is gone from everyone’s vision, leaving behind a trail of flames from the wheels of his bike.

"Who was that guy?" Blazing Glory asked.

"Ghost Rider. He's what others call "The Devil's Bounty Hunter." He can see the sins inside a person's soul and even torment them using the Penance Stare, which you just saw in action. But anyways, we'd better get back to HQ. You girls… did pretty good." Iron Man said.

“Awwww Thanks.” Fili-Second replied with her cheerful tone, which the two Avengers could not believe is still thriving even after what they had just seen.

"I'm not one to criticize, but isn't she just a little bit scared of Ghost Rider?" the captain asked.

“Nope, it’s just who she is. So if you value your life, don’t question it.” Mare-velous replied.

The two Avengers couldn’t help but feel a bit envious, yet a little freaked out to learn about Filly-Second's way of thinking.

"Well, our job here is done. Time to head back," Cpt. America said before heading out with Iron Man to Avengers Tower.

"Girls, I think we've just made some potential comrades," Masked Matterhorn said.

“Potential? More like we just got appreciated by two of the members of the Avengers! How cool is that!?” Zapp shouted like a fangirl who had just met her idol for the first time.

"Zapp, stop it right there! Do ya realize how serious the situation got when Ghost Rider was lookin' at ya? What if he saw some hidden sins none o' us knew 'bout?" Mare-velous pointed out, scolding her.

“Now hold it right there, Mare-velous. It wasn’t just Zapp that he looked at, he looked at all of us before he left, yet he didn’t do to us the same thing he did to Rhino, he just up and left.” Radiance stated. “So he clearly didn’t see any sin in our souls or else he would have used this “Penance Stare” on us.”

"True, but I think it's best we don't take our chances again and this time, Zapp, keep your excitement to yourself. I get that you like the Avengers, but fangirling out in the open while we're all doing our jobs isn't the best time," Blazing Glory said.

“Ohh fine!” Zapp replied in disappointment.

"Come on, let's head on back to HQ and let the police handle Rhino," Masked Matterhorn said.

The other girls agreed and headed back to their headquarters as soon as they heard sirens out in the distance. They immediately left the area, flying or climbing to the nearest tall building, leaving the scene as the police apprehend Rhino, unsure of his condition.

Meanwhile, in another part of the city, Spider-Man was almost close to his rehabilitation center when suddenly, Iron Man lands on one of the buildings in front of him, causing the web-head to stop on a street lamp. Sure enough, Captain America showed up and the two looked happy to see their friend.

"Long time no see, Spidey," Iron Man said.

"Nice to see you two in a while. Things going alright?" Spidey asked.

"You bet. We ran into a big of a snag earlier, but we had some help from some brand new young superheroes and they sure showed a lot of potential," Captain America stated.

"Young, huh? Was it someone in two different Spidey outfits?" Spider-Man asked.

"Psh, you wish. Not that your kids aren't bad. They're actually in a league of their own. But to answer your question, it was actually these group of superpowered girls we've never even seen before in our line of work," Iron Man said

"And if I dare say it, your kids we might actually have some future allies to help them out," Captain America said.

"If only it were that simple with Benjamin. He's almost like me, but is more aggressive than when I wore the symbiote decades ago," Spider-Man pointed out.

“It's that bad, uh?” Iron Man asked.

"Yeah, even J. Jonah Jameson is preferring my way of saving others over my son. I can't say I'm happy, though. I just don't know what's wrong with Ben," Spider-Man said.

"You'll find out sooner or later. Mom says parenting is much more tiring than being a hero," Iron Man says, flying over and patting Spidey on the shoulder. "Anyways, we're heading back to HQ. Give us a call if you want to have a nice chat."

"Will do. Take care and keep up the good work. People are really starting to like you like they did the real captain and Iron Man," Spidey said. "I gotta go now, I promised Otto I'd meet with him and his family."

“Take care, Spidey. Tell Mary Jane I said hi.” Iron Man replies before activating his thrusters and flies off towards Avengers Tower with the captain following him.

"Hehe, guess the superhero generation's getting younger and spreading wider than I thought," Spider-Man said, spinning his web and swinging off. "If things go smoothly, there just might be an ultimate alliance."