My Little Pony: No Way Home

by Battwell

Rating: teen
Tags: Alternate Universe, Avengers, Princess Luna, Drama, Science Fiction, Twilight Velvet, Profanity, Adventure, Violence, Princess Celestia, Crossover, Main 6, Gore, My Little Pony: Friendship is Magic, Death
Length: 38335

When Twilight Sparkle completed Star swirl’s spell, she unknowingly brought visitors to Equestria.

When Twilight ascended into an Alicorn by completing Star swirl the Bearded’s spell, Equestria started getting visitors. (Warning: This is an adaptation of Spider-Man: No Way Home. If you have not seen the movie yet, DO NOT READ THIS STORY. Watch the movie, then come back later.)

(Disclaimer: I do not own any of the images used in this story. All images belong to their respective artists)

Published 2022-01-25 03:50:00 UTC
Last updated 2022-02-22 23:13:18 UTC

Trouble At The Coronation

Celestia's sun shined bright down onto the city of Canterlot, and what a perfect day for it to do so. Today, ponies from different parts of Equestria have gathered in front of Canterlot Castle in celebration. The celebration of a new princess of Equestria.

As the ponies waited in anticipation, Celestia and Luna were standing in front of a gathered crowd inside the castle with the Element Bearers standing on either side of them, all with tears in their eyes and dressed in formal dresses for the occasion.

As they all waited for the ceremony to begin, Luna leaned towards Celestia and whispered, "We should not be here, we should be locating the Multiversal Trespassers. You know what will happen if they remain here and what effect it could have on our world."

Celestia frowned at her sister and whispered back, "I am aware of that, sister. We will find them, but for now, put on a happy face and be happy for Twilight's accomplishments."

Luna sighed in defeat, "Very well. I should be happy that my friend has achieved such an achievement, and I AM. But I'm more focused on the matter at hoof. But for now, I shall drop it and enjoy the celebration."

Celestia smirked, "Just try not to fall asleep during the ceremony."

Luna frowned but then grew a mischievous look on her face, "Very well. But YOU have to try and NOT stuff your face with cake at the party after the ceremony."

"Watch it, Lulu."

Luna chuckled as Celestia cleared her throat, signaling the start of the ceremony.

"We are gathered here today in celebration of a momentous occasion. My most faithful student, Twilight Sparkle, has done many extraordinary things since she's lived in Ponyville. She even helped reunite me with my sister, Princess Luna. But today, Twilight Sparkle did something extraordinary. She created new magic, proving without a doubt that she is ready to be crowned Equestria's newest princess. Fillies and gentlecolts, may I present for the very first time, Princess Twilight Sparkle!"

The doors to the room opened to reveal the newly titled, Princess Twilight Sparkle, who was wearing a beautiful dress for her coronation ceremony.

As she walked in, a choir of ponies walked behind her, each singing in unison....

The Princess Twilight cometh
Behold, behold
A Princess here before us
Behold, behold, behold

Behold, behold (behold, behold)
The Princess Twilight cometh
Behold, behold (behold, behold)
The Princess is
The Princess is here!

As Twilight and the choir walked through the room and out onto the balcony, the ponies on the ground cheered happily as Twilight giggled nervously and waved her hoof as she smiled.

As Twilight was waving, Celestia walked up behind her and whispered in her ear, "Say something, Princess."

Twilight turned to her mentor, "Oh. Um..." she cleared her throat and began to speak, "A little while ago, my teacher and mentor Princess Celestia sent me to live in Ponyville. She sent me to study friendship," she turned back to her friends, "which is something I didn't really care much about. But now, on a day like today, I can honestly say," she waved her hoof to her friends, gesturing for them to join her, to which they happily accepted as they approached her on the balcony, "I wouldn't be standing here if it weren't for the friendships I've made with all of you. Each one of you taught me something about friendship, and for that, I will always be grateful." As she smiled to her friends, who each had tears brimming their eyes, she turned back around to face the ponies down below, "Today, I consider myself the luckiest pony in Equestria. Thank you, friends. Thank you, everypony!"

As her speech concluded, everypony cheered in celebration as Twilight and her friends waved to the crowd below, each of them smiling and feeling the happiest they have ever felt.

Only that happiness didn't last long, as a violent tremor shook the ground, gaining everypony's attention and putting the ceremony to a stop. As everypony looked around confused, another tremor shook the ground, more violently than before. As the tremor continued to shake the foundation, Luna's eyes widened as she approached her sister.

"Celestia! I feel the presence of....!" She was interrupted as a mechanical tentacle shot out of the ground below in the middle of the crowd.

The ponies screamed as they backed up away from the metal appendage. It was then that another tentacle burst through the ground, and then another, and another. Through the smoke, a figure was rising out of the ground, he appeared to be male and bipedal.

The tentacles stomped on the ground with each step they took. As they moved, the figure moved out of the smoke and revealed himself.

The doctor is in.

As Doc Ock looked around at his surroundings, he noticed the civilians were not human, they were in fact, pastel colored horses.

He raised an eyebrow as he muttered to himself, "Where the hell am I?"

Celestia looked to her sister with a stern expression, "Is that...?"

She got her answer as Luna spread her wings and took flight down towards Doc Ock. Celestia then followed her sisters example and flew down after her.

Twilight and her friends watched with widened eyes as they approached the edge of the balcony to watch the situation unfold.

"What the hay IS that thing?!" Rainbow asked.

Rarity shook her head, "I don't know, darling. But I DO know that THAT trench coat is horrific!"

Everypony looked at her with deadpanned expressions, except for Twilight, who continued to watch Celestia and Luna confront Octavius.

The Royal Sisters landed down in front of Otto as he continued his approach. He only halted as Luna flared up her horn and used the Royal Canterlot Voice.

"HALT, MULTIVERSAL TRESPASSER!!! THOU HAVE INTRUDED ON A MOMENTOUS OCCASION!!! THOU WILL SURRENDER THYSELF AT ONCE SO THAT THOU MAY FACE PUNISHMENT!!!"

Otto, however, didn't look intimidated in the slightest. In fact, he just raised an eyebrow as one of his tentacles raised itself beside Otto's head, "Equines. Talking, pastel colored Equines. What madness is this?" Otto looked around for a moment, noticing all the terrified expressions on the ponies' faces.

He turned back to The Royal Sisters and got down to business, "Look, I'm on a very tight schedule and you're holding me up. So I'm only going to ask this ONCE," the tentacle beside him opened its claw as he asked, "What have you creatures done with my machine?"

Luna and Celestia looked each other with confused expressions before turning back to Otto.

"Machine?" Celestia asked, "What are you referring to?"

"The power of the sun, in the palm of my hand. It's gone."

Luna scoffed, "BE SILENT, CREATURE! ONLY THY SISTER CAN CONTROL THE POWERS OF THE SUN!"

Otto scoffed in return to the accusation, "I highly doubt that."

Celestia stepped forward, "Sir, we do not not what you are talking about. But if you come with us, we can help you and possibly find your machine."

Otto smiled a devious grin, "Heh. You wanna play games?"

Otto used two of his free tentacles to tear two pieces of the ground from the foundation and threw it at both Celestia and Luna.

"CATCH!!!"

Luna and Celestia both got to work as they both took to the air and fired beams of magic from their horns directly at Otto. Ock saw this coming and used his tentacles to leap out of the way of the attack. As Luna and Celestia flew forward, Otto sent two of his upper tentacles towards the two Alicorns as he lowered him self to the ground.

While the two sisters swatted away the tentacles with their wings, they both failed to notice Otto's lower tentacles shoot forward beneath them and grip them by their back legs. Otto smirked as he dragged the two sisters down and smashed them onto the ground. He then raised them up and used the tentacle gripping onto Celestia to swing the Alicorn into the outer wall of the castle, releasing her as he slammed Luna to the ground once again.

Otto then raised Luna into the air and threw her into the crowd of ponies, causing them to scatter as she landed. Otto smirked as his two lower tentacles planted themselves onto the ground and raised him into the air. Otto then made his way towards Celestia and gripped her by the neck with his upper left tentacle.

"Should've told me what I wanted to know when I gave you the chance."

Otto was then pummeled into the wall by a cyan blur, freeing Celestia. As Celestia shook her head, she saw who had saved her from danger. It was Rainbow Dash.

She offered Celestia a helping hoof, to which the sun monarch accepted. As the Alicorn got back to her hooves, Rainbow crossed her forelegs and glared at the hole in the wall.

"Not so tough now, are ya?"

She was immediately silenced as a mechanical tentacle shot out of the hole in the wall and gripped her by the neck. She was then slammed into the ground multiple times. Before Celestia could cast a spell to help the rainbow maned pegasus, another tentacle shot out of the dark and gripped her horn, threatening to break it off.

Rainbow was then tossed far into the distance as Otto stepped out of the darkness with an angry look on his face. He turned to Celestia and glared, "Disgusting abomination!"

Before Otto could attack, his tentacle was blasted by Luna, who was panting in exhaustion with bruising and sweat visible on her. This attack caused Octavius to release Celestia. The sun monarch took the chance to dash forward and tackle Otto into the castle.

As they both flew through the other side of the wall and through multiple walls, Otto shielded himself with his two upper tentacles while his two lower ones were busy trying to ward off Celestia's attacks. Celestia then shot upwards, taking the doctor with her.

The two crashed through the floor of the ceremony room, alerting the Mane 6 of their presence. Celestia then kicked Otto to the floor with pure force. Otto landed safely thanks to his lower tentacles planting themselves on the ground. As Celestia charged forward, Otto sent forward his tow upper tentacles while his right lower one lifted itself off of the floor and opened up as a giant blade shot up from the center.

"Heh, checkmate."

But before Otto could send it forward, a lasso wrapped around it, preventing its movement. He turned around and saw the Mane 6 standing before him, ready to fight.

Applejack had her lasso held between her teeth, gritting as Twilight stepped forward, "Don't touch the princess!"

Otto shrugged, "Okay," he then sent his lower left tentacle towards Celestia and grabbed her right back leg. He then slammed her down onto the ground, all the while smirking at Twilight, who was gritting her teeth.

Otto then gripped onto Applejack's lasso with his upper right tentacle and pulled her over to him. Once she was close enough, Otto wacked her with his lower right tentacle and sent her crashing into the wall. The other tentacles then shot forward towards the Mane 6.

Fluttershy screamed as she fell to her belly and covered her eyes, scared out of her mind. Rarity jumped over to defend her friend, igniting her horn as a tentacle approached. Rarity tried to cast a shield spell, but she was too slow as the tentacle grabbed her by the throat. The tentacle shot upwards and slammed her into the ceiling. The tentacle let go, causing Rarity to fall to the ground.

Pinkie laughed as she bounced around, avoiding the tentacle, much to Otto's annoyance.

"You're getting on my nerves."

Pinkie laughed, "I have that effect on people."

Otto smirked as she spoke, using another tentacle, he gripped her back leg and swung her into a nearby pillar, taking her out of the fight.

"PINKIE!" Twilight shouted in alarm.

"HEY BUB!" A sudden brash voice shouted from outside.

Twilight turned to see Rainbow Dash charging in towards Otto.

"READY FOR ROUND 2!!"

As the cyan Pegasus approached, Otto side stepped as she flew past. He quickly grabbed her rainbow tail with one of his tentacles and threw her against a wall.

Twilight had had enough and lit up her horn as she spread her wings. She charged forward and leaped into the air, flapping her wings....only to fall flat on her face.

She might have forgotten that she didn't know how to fly.

Otto took this chance to grab Twilight by her back leg and hold her in front of his face.

"You creatures are more annoying than I initially thought. I underestimated you," he raised his lower left tentacle and took out its blade, "But now you die."

The tentacle shot forward, aiming right for Twilight's head. Her eyes widened as her horn lit up. Just before the blade hit her, she conjured up a shield spell, protecting her from the blade.

Otto looked baffled as he took a good look at his blade. It bent. The blade went back into the tentacle as Otto moved Twilight closer to him.

He studied her for a moment before speaking, "What is this? What are you creatures?"

Twilight had nothing to say, so Otto continued.

"You horses have wasted enough of my time. So I'll ask once again. Where is my machine?" He leaned in closer to her muzzle, "And where is Peter Parker?"

Before she could answer, she noticed that Otto's tentacles were suddenly covered in a blue aura. She leaned her head to the left and saw Rarity with a smirk on her face. Otto turned around and noticed this too.

"What is this? What's happening?"

Suddenly, Otto let go of Twilight, not by his intention though.

He deduced that Rarity was the cause of this and glared at one of his tentacles, "You don't listen to her! You listen to ME!"

Otto's tentacles then proceeded to wrap themselves around him, encasing him in a hold that cannot be broken.

"Hey! HEY! LISTEN TO ME!!!" His tentacles continued to wrap around him, "NO, NOT HER! ME!!!"

Once they were completely wrapped around him, it was obvious that this battle was over.

(End song)

As everypony recovered from the fight, they all approached Rarity with smiles on their faces.

"Way ta go, sugarcube!"

"THAT WAS AWESOME!"

Oh...I hope you weren't hurt."

"WOOHOO! VICTORY PARTY!!!"

"Well done, Rarity!"

Rarity blushed at the attention.

Twilight then turned her attention to Otto, who was glaring at the ponies. As she approached him, Celestia got to her hooves.

"Twilight Sparkle!" Her student turned princess turned to her, "Step away from him."

Twilight looked confused, "But princess...."

"STEP AWAY FROM HIM!"

Twilight nodded quickly and did what she was told. As Luna flew in from the balcony, she rushed to her sister, "I got Everypony evacuated. There were no casualties, thank Faust."

Celestia nodded as they turned their attention to Otto.

Clang Clang Clang

Applejack's ear twitched in the direction of the sound. She looked to her friends, "Do ya'll hear that?"

As the noise got louder they all turned and saw an orange bomb roll in the center of the room. When all the light lit up, it exploded, which sent everypony back into the wall.

As Twilight opened her eyes, she saw sinister yellow eyes in the smoke. Then the figure flew out of the smoke as he flew into the room slowly.

The Green Goblin has come to play.

"HAHAHAHAHAHAHA!"

Otto's eyes widened, "Osborn?"

Twilight turned to Otto frantically, "Wait.... You know....?"

Suddenly, the spikes on Goblin's glided protruded out. Goblin then flew forward at high speeds, intending to stab them all.

Twilight braced herself. But the next thing Twilight knew....

she and her friends were teleported into the Canterlot Dungeons.

Author's Note

I really enjoyed writing this battle.

And things are only just getting started.

Thank you so much for the positive comments and the reception of this story so far.

There's more to come.

Stay tuned.

Be Careful What You Wish For

Author's Note

Warning: There is some use of course language in the beginning of this chapter.

You have been warned.

Be Careful What You Wish For

Pain. That was all Eddie Brock felt at this moment. A throbbing pain in his head, like a hangover the morning after a night of drinking. He felt like throwing up....multiple times. The surface he was laying on was soft and tough and the same time, but Eddie didn't care. All he wanted to do was rest, and nothing was going to stop him.

"Eddie."

Except for the parasite currently residing in his very being.

"Eddie!"

Maybe if he ignored him, he would shut up.

"Oh, for the love of Christ. WAKE UP, DUMBASS!"

Eddie groaned and slowly opened his eyes, but he quickly closed them again as the sunlight blinded him.

"Ugh, Venom....close the blinds, for God's sake..." Eddie said groggily.

"I'd like too, REALLY, I would. But I can't," Venom replied.

"And why's that?"

"Because we're not in the hotel room."

Eddie's eyes shot open as he sat upright, which he regretted due to the action making his headache worse. Has he rubbed the back of his head, he looked around at his surroundings. He appeared to be in the middle of a forest. Just his luck.

"Uh....where the hell are we?" Eddie asked.

"How the hell am I meant to know?"

"Because...you're an alien.....with an INFINITE knowledge of the universe. At least that's what you told me." Eddie replied as he stood up.

"Well guess what, genius. I don't know where the hell we are," Venom snarked back.

Eddie frowned, "Alright, touchy much? Let's just figure out where we are and find out how the hell we got here."

"It's better than doing, I suppose."

Eddie then began walking through the forest, sticking to the somewhat quiet trail, trying to piece together what the hell happened the night before.

Venom, however, started to get really bored and popped out of Eddie's shoulder and turned to him.

"Soooo....You Love me?" Venom asked, wearing a devious smirk on his face.

Eddie tried to ignore him, "I really don't."

"Yes you do!"

"No I don't."

"You love me!"

"You're delusional."

"Bitch, you adore me!"

Eddie shrugged, "Whatever helps you sleep at night."

"Eddie stop lying to--WHAT THE HELL IS THAT?!"

Eddie turned around and saw what had freaked Venom out.

A Manticore slowly walked out of the bushes, snarling as it looked at Eddie.

Eddie took a step back, "It....looks like a lion....with wings.....and a scorpions tail."

The Manticore snarled as it slowly approached.

Eddie was about to make a break for it before, "WAIT, EDDIE! Do not move! I watched a documentary about lions. If you do not move, they cannot see you."

Eddie didn't look convinced in the slightest, "That sounds like Jurassic Park."

"NO! It was a documentary on the Discovery Channel made by David Attenborough!"

"You're thinking of RICHARD Attenborough from JURASSIC PARK!"

The Manticore roared and charged towards Eddie at full speed.

Eddie turned to Venom, "Alright, yes or no. Was Jeff Goldblum in it?"

Venom's eyes widened as he turned to Eddie, "Oh wait! It was Jurassic Park! That's Jeff Goldblum!"

"Asshole!"

The Manticore swiped at Eddie with his paw and sent him into the stump of a nearby tree. The Manticore roared as Eddie groaned in pain.

"You gonna keep whining like a bitch, or are we gonna take this asshole down?" Venom asked.

"Ugh, what do you think?"

As Eddie got back up, Venom completely covered his entire body as The Manticore tilted its head in confusion. The beast's eyes widened in terror at the monster that stood before him.

Venom grinned as he licked his teeth with his giant tongue.

"You are SO screwed now."

The Canterlot Dungeons. Twilight and her friends were only mere seconds away from being attacked by the Green Goblin, only for them to appear in the dungeons, safe and sound.

The Mane 6 looked around, confused on what just happened.

"What the hay just happened?" Rainbow asked as she back up near a cell... Only to be scared half to death by The Lizard, who lunged out at her as he roared.

Thankfully for Rainbow, the barrier kept her safe, but that didn't stop Applejack from bursting out into laughter. That joy didn't last long however as Doc Ock slammed against his cell with his hands, scaring Applejack as well.

Twilight looked around in a confused manner, "What is going on here?"

"This is all my fault."

The Mane 6 turned around to see Celestia and Luna approach them. Celestia had a guilt ridden expression on her face while Luna had a stern look on hers.

"LET ME OUT OF HERE!" Otto demanded, but his demand fell on deaf ears as the Mane 6 walked over to their princesses.

"Um....what do you mean it's your fault, princess? If you don't mind me asking, of course," Fluttershy asked Celestia.

The sun monarch sighed as she looked to her subjects, "When Twilight completed Star Swirl's spell, she was only meant to ascend into an Alicorn. I didn't take into accountability the effect it could have on the stability of space-time in our dimension."

Applejack tilted her head in confusion, "Stability of what now?"

Celestia sighed and turned to Twilight, "When you ascended into an Alicorn, Twilight. It broke the barrier between worlds and started pulling in visitors from EVERY universe into this one."

"From every universe?" Twilight asked for clarification.

"Who are you? And where am I?" Otto asked, interrupting their conversation.

Luna stepped forward, "We believe it would be best not to interact with them because frankly, the multiverse is a concept of which we know frighteningly little."

Upon hearing that, Twilight's eyes widened in realization, "The multiverse is real?"

Rainbow raised her hoof, "Um, what the hay is the multiverse?"

Twilight beamed as she turned to Rainbow, "The Multiverse is the collection of alternate universes that share a universal hierarchy. A large variety of these universes were originated from another due to a major decision on the part of somepony. Some can seem to be taking place in the past or future due to differences in how time passes in each universe. Often, new universes are born due to time traveling; hence why some call them 'alternate timelines'."

Rainbow blinked a few times before tilting her head, "Huh?"

Twilight sighed, "Other universes that we cannot see or access."

Luna sighed, "This shouldn't even be possible. But when our sister RECKLESSLY ascended thou into an Alicorn after thou completed Star Swirl's spell, the barrier between our universe and more broke and brought these trespassers here."

Otto scoffed, "Spell? As in magic? What is this? A birthday party? Who is this clown? What is this madness?"

Twilight frowned, "Magic is very real, thank you very much. And you will show Princess Celestia respect."

Otto scoffed once more, "Heh, please."

Pinkie then bounced over to Luna, "Ooh, ooh! Do you think that angry green elf is a visitor as well? In that case, I have a lot of parties to plan out!"

Celestia sighed and looked down, "Unfortunately, it seems most of these visitors want to bring harm to Equestria. Which is why we must find them and send them home before they destroy the fabric of reality."

Twilight approached her mentor, "We'll help you, princess."

Celestia looked at Twilight, "Twilight, this is my mess....."

"That doesn't mean we can't help you. Plus, I must share some of the blame."

"WHAT?! Twilight, this is not..."

Twilight stomped her hoof, "But it is! Because of my ambition, these visitors are stranded here. And as a princess, it is my duty to set things right. So the girls and I are going to help you," she turned to her friends, "right girls?"

"Yeah! We'll help find these crazy monsters!" Rainbow said as she flew around.

"HEY, WATCH YOUR MOUTH!" Otto shouted at the rainbow maned pegasus.

The rest of the Mane 6 nodded as Twilight turned back to Celestia with a smug grin on her face.

Celestia sighed in defeat, "Very well. We shall allow you to help. Thank you, Twilight."

Twilight nodded as Luna turned around, "We must be off. A statement must be made to explain the attack at the coronation. We trust thou to find anything thou can find out about this 'Angry green elf.'"

As Twilight nodded, Luna and Celestia teleported out of the dungeons as Twilight and her friends turned to Otto and The Lizard.

Otto looked baffled, "How did they just do that?"

Twilight smirked, "A lot of birthday parties."

"All right, ya'll! Let's get ta work!" Applejack exclaimed as the rest of her friends cheered in unison.

Otto rolled his eyes, he was getting too old for this.

Enter Electro

As Twilight and the others, who were now out of their formal wear, talked about their situation, Pinkie Pie bounced around happily for some unknown reason. As she continued to bounce, Otto stared at the pink pony with curiosity and annoyance. His train of thought was disturbed however, as Pinkie Pie suddenly popped up behind him and squealed, "HI!!!"

After Otto recovered, he turned around...only for the party pony to shove a party kazoo in his mouth and a party hat on his head. She giggled as zoomed off outside of the cell. Otto spat out the kazoo and threw the party hat to the ground. He glared at Pinkie Pie.

"First of all. DO. NOT. Do that again. And secondly, how did you do that?" Otto asked.

Applejack walked over towards his cell and stood next to Pinkie, "It's Pinkie Pie. Don't question it."

Otto stared at the two for a moment before saying, "That's not even a proper answer!"

Twilight looked over and cleared her throat, "Girls! We need to focus! We can't waste time when we need to find that Goblin thing!"

Rainbow raised an eyebrow, "Uh....don't you mean that ELF thing?"

Twilight turned to her rainbow maned friend, "Rainbow, it was clearly a Goblin."

Rainbow crossed her forelegs over her chest, "And how can you tell the difference?"

"I just can, alright! Look, we need to focus so we can find this GOBLIN and put an end to this madness." Twilight replied.

"It's impossible."

Twilight and her friends turned to Otto, who had his back turned to them.

Twilight walked slowly towards him, "You know him, don't you? I heard you say his name."

"Norman Osborn. Brilliant scientist. Military research. But he was greedy, misguided..." Otto trailed off.

Fluttershy approached slowly, "Um...what happened.....?"

Otto turned around sharply and shouted, "WE TIRE OF YOUR QUESTIONS, HORSE!!!"

Fluttershy's eyes turned to pinpricks as she quickly hid behind Rainbow Dash, who was glaring at the scientist.

Otto breathed out and glared at the Mane 6, "It can't be him."

Rarity tilted her head, "Why?"

"Because Norman Osborn died, years ago. So either we saw someone else.... Or you're flying out into the darkness....to fight a ghost."

As the mares looked at each other with concern, the doors leading outside the dungeons shot open as Celestia and Luna walked in at a fast pace.

Twilight approached her mentor, "Princess? Is everything alright?"

Celestia answered by levitating a scroll to her student, "This is a spell that I developed that can send these trespassers into one of these cells. Hit them with this spell, and they shall be teleported here instantly."

Twilight took the scroll with her magic and rolled it up. She gave the scroll to Applejack, who placed it in the saddlebag that she brought with her.

"With this spell, your mission will be made easier, but not by much. Equestria is counting on you, My little ponies."

Twilight smiled to her mentor, "Don't worry, Princess! You can count on us!"

"Yeah! It's not like this could get any worse, right?" Pinkie asked rhetorically.

Twilight scratched the back of her head with her hoof, "Ehehehehehe...."

Luna stepped forward, "Best of luck to thou, friends, as thou will need it."

"Why's that?" Applejack asked.

Luna had a serious look on her face, "Because we have received word that The Crystal Empire is under attack.... By a living lightning storm."

Celestia and Luna teleported with the Mane 6 to The Crystal Empire as soon as Luna relayed the information to them. They teleported and ended up right in front of the Crystal Palace. Rainbow covered her mouth with her hoof, her cheeks turning green for a moment.

"Ugh....I hate teleporting..."

"TWILY!!!"

Twilight and the others turned around to see Shining Armor and Cadance rush over towards them with frantic looks on their faces.

"SHINY!!!" The two sibling embraced one another for a moment before breaking apart.

Luna stepped forward, "Niece, what is the situation?"

Cadance turned around and pointed to the top of her castle, "THAT is our situation."

They all looked up to see blue electricity colliding with one another, or connecting to be precise, as the electricity appeared to be forming into something. The ponies' eyes widened as a bipedal figure started to form in the electricity. It's legs formed first, then some sort of blue clothing formed over it, then it's torso and arms formed next along with the weird piece of clothing, then finally, it's head.

Electro has entered the picture.

Electro hovered above the Crystal Palace, not appearing to do anything. Although, strands of electricity appeared to be approaching Electro from all around the Empire. The strands appeared to be originating from the storm outside the barrier protecting The Crystal Empire.

Pinkie turned to Twilight, "Ooh, looks like we found another visitor! Although, this one looks kind of mean."

Shining Armor turned to Twilight, "When Luna teleported us back to the Empire after the attack, we were preparing to head back to Canterlot to check on you, but then the streets of the Empire were struck by powerful bolts of lightning. Sooo, we contacted the princesses to ask for some help."

Twilight stepped forward, "This appears to be another Multiversal Trespasser..."

Cadance raised an eyebrow, "A what?"

Pinkie drew in a large breath.

"BasicallywhenTwilightbecameanAlicornsheaccidentallybroughtallthesemeaniesintoEquestriawithoutrealisingitandnowwehavetofindthemandbringthembacktoCanterlotsowecansendthemhome!!!"

Cadance blinked a few times at Pinkie's explanation before tilting her head, "Mind running that by me again?"

As Pinkie drew in a large breath, a hoof covered her mouth, courtesy of Applejack.

"Uh, Ah don't wanna be the bearer of bad news, ya'll...but what's that varmint doin'?"

They all looked up to see Electro bring his arms into his chest as the strands of electricity approached him at a faster pace than before, causing more electricity to crackle around him. The ponies held in their breath while Luna and Celestia stared at Electro with stern expressions, ready for him to make a move. The electricity around him grew larger as some of it collided with the castle he hovered above.

It was then that his eyes snapped open.

He stretched out his arms, sending out waves upon waves of electricity all around the Empire. Lighting bolts collided with the streets and houses, causing the Crystal Ponies to run away in terror. Twilight and her friends were nearly struck by a lightning bolt that struck the ground right in front of them.

Electro then started to descend to the ground, using his hands to shoot electricity at the houses and ponies around him. Electricity crackled around his fingertips as he shot another blast of electricity. He smirked as he raised his arms into the air, shooting electricity into the air. The sky crackled as electricity filled the sky.

Electro brought his arms down, causing several bolts of lightning to crash down on the streets below, destroying several houses and buildings. The ponies were slacked jawed as they looked on in awe at the sheer power that Electro had in his arsenal.

They all looked up to see Flash Sentry and some Pegasi Crystal Guards flew towards the electric villain. Electro smirked again as he raised his left hand and shot electricity at the guards, causing them to scream out in pain and fall to the ground unconscious.

Electro spotted Twilight and her friends and raised both of his arms. He shot bolts of lighting towards the ponies. If it wasn't for Celestia and her shield spell, Twilight and the rest of them would most likely be unconscious right now. Electro kept shooting lightning at the shield, but eventually let up as his arms lowered to his sides. Celestia lowered the shield spell as well.

Electro then landed in front of the ponies and stared at one another for a few seconds.

Rainbow growled angrily as she shot forward at high speeds towards Electro. Big mistake. Electro reacted quickly and shot a bolt of lightning at the Pegasus mare, sending her flying backwards, screaming in pain. Electro then rode along the magnetic ripples at speeds that would make RD jealous and appeared before Applejack.

He seized her by the throat and zapped her with electricity, AJ crying out in pain as a result. He tossed the cowpony aside as he glared at Twilight and the rest of her friends.

Cadance then stepped forward with an angry expression on her face, "ENOUGH! WHO ARE YOU?! AND WHY ARE YOU DOING THIS?!"

Electro smirked at the Princess of Love, "Don't you know?" electricity began to crackle around him, "I'm Electro!"

He then fired a blast of electricity towards the group of ponies, but Celestia and Luna had had enough and fired beams of magic as a counter attack to Electro's electricity. The two beams and electricity were struggling for dominance. Electro smiled as he added more electricity to keep up the pressure.

"I don't know what's goin' on here exactly. But I felt a new energy that I've never felt before. I want more of it! And there ain't nothing you freaks can do to stop me from getting it!"

Suddenly, a third beam of magic joined in on the fight. The Royal Sisters turned to see Cadance helping her aunts in this battle. Then a fourth beam joined, then a fifth, and a sixth. Shining Armor, Rarity, and Twilight each added a beam of magic to counteract Electro.

It was then that Electro realized that he was losing. The beams of magic were overpowering his electricity. Electro gritted his teeth as he struggled to overcome the beam of magic. The combined beam of magic eventually won out as it struck Electro in the chest and sent him flying down the street, defeated.

(End song)

The Unicorns and Alicorns all bent downward and panted heavily. The amount of magic they used was exhausting and took a lot out of them. They eventually recovered as Fluttershy and Pinkie went to go and check up on Rainbow and Applejack while the rest went to get Electro.

When they approached him, they noticed something different about him. For one, he wasn't blue anymore, and two, the electricity surrounding him was now yellow. And lastly, his blue uniform was gone.

Electro groaned as he got back up to his feet. As he did, he observed his hands, seeing the yellow electricity surround them.

"I got my body back."

He turned to face the ponies, only to raise an eyebrow, "The hell is this?"

Twilight looked confused, "What?"

"You're tellin' me, I got my ass beat by a bunch of talking crayon colored horses?" Electro asked.

Twilight frowned, "First of all, we're ponies. Second of all, you're in a different universe now. Third of all....."

"And what? You all gonna stand there and act like I ain't butt ass naked?" Electro cut Twilight off.

Shining raised his hoof, "I am."

Celestia sighed as her horn lit up, conjuring some clothing for Max. It appeared to resemble an electricians outfit back on his world.

Max looked at his attire, "Well damn."

Twilight then took out the scroll from AJ's saddlebag and lit up her horn, firing a beam of magic at the human villain, teleporting him elsewhere.

Max ended up in a cell next to Otto, who waved condescendingly, much to Max's annoyance. He then turned around to see Twilight and the rest of her friends, including Shining Armor and Cadance, appear before his cell. Max then pointed to The Lizard and Otto.

"And who the hell are these two?"

"Hehehehe."

Max then got a good look at The Lizard, instantly recognizing him, "Connors?"

Otto turned to Max, "Wait. You know this creature?"

"Nah, nah, not a creature. A man."

Pinkie turned to Twilight, "Whoa. Same universes."

"Dr. Curt Connors. He was a scientist at Oscorp when I worked there. A brilliant scientist....until he turned himself into a lizard. Then he tried to turn the WHOLE city into lizards, it was crazy."

Connors stepped forward in his cell, "It wasn't crazy, Max. It was the next step in human evolution."

Pinkie gasped, "The dinosaur can talk!"

Twilight leaned towards her pink friend, "'Lizard'."

"Right."

Connors continued, "Speaking of which, what happened to you? Last I recall you had bad teeth, glasses and a combover. Did you....get a makeover?" Lizard smiled, "You know I could give you a REAL makeover."

Max frowned, "Let me guess, into a lizard?"

"Exactly."

Max waved his hand dismissively, "Yeah whatever," he turned to the ponies, "Aye! Where the hell are we?"

Celestia stepped forward, "The dungeons beneath Canterlot."

Max stifled a laugh, "'Canterlot'? Seriously? What is Sir Lancetrot coming to interrogate me or somethin'?"

Twilight tilted her head, "Who?"

Max sighed, "Forget about it," he looked down to his hands, "I just want another taste of that new energy I just felt."

His hands crackled with electricity, making the ponies all the more nervous.

Meanwhile, on the outskirts of Ponyville, a small grain of sand made its way into town.

The Sandman is coming to town.

"Mister Sandman, Bring Me A Dream"

The mask of the Green Goblin hung on the edge of a dumpster. Even though it was not sentient, Norman could feel it glaring at him as he hid his glider underneath a dirty sheet. Norman had no where else to go. After the attack, he fled to a nearby alleyway somewhere in Canterlot. Scared and confused, he decided to hide as he tried to piece everything together.

"Why is this happening?" Norman asked no one in particular.

"You're a coward, Osborn!"

Norman's eyes turned to pinpricks as he turned to face the Goblin mask, fear evident in his eyes.

"Look at the opportunity that has been graced to us! WE have a new world to conquer," said the Goblin's voice.

When Norman didn't reply, Goblin scoffed, "You make me sick!"

"Leave me alone. Please," Norman pleaded.

"Hiding in the shadows. HIDING FROM YOU TRULY ARE!"

"NO!"

"YOU CAN'T ESCAPE YOURSELF!!!"

Norman had heard enough as he picked up a nearby rock and smashed the mask to pieces. As the mask broke apart, Norman dropped the rock and ran away in fear, all the while hearing the Goblin's maniacal laughter.

"AHAHAHAHAHA!!!"

It was a peaceful day in Ponyville, no monsters attacking or evil ponies trying to take over, it was just a perfect day. Derpy Hooves was flying around delivering mail to everypony on her route, The Cutie Mark Crusaders were running around crusading for their Cutie Marks, and everypony else was just going about their day to day lives.

But there was someone in Ponyville who wasn't happy, not at all. In fact, he felt sad. Up on a nearby hill, a cloud of sand moved around the hilltop and began to take shape. It was the form of a man, sitting down, looking into the distance.

He sighed as he looked down at the pendant in his hand. He opened it up to reveal a picture of his daughter, Penny. He sighed and closed his hand as a small tear fell from his eye.

Flint Marko needed to get home. Not for himself....

But for her.

Twilight sighed as she rubbed her forehead with her hoof. It's been a few hours since they caught Electro and they have all been waiting for any sign of the Goblin. Rainbow Dash was currently hovering in front of Electro's cell, talking to him to pass the time.

"Hold up! Wait a minute! You sayin' that Pegasi can control the weather? Like the LITERAL weather?!"

Rainbow nodded, "Yeah, why? I mean, the princesses can move the sun and the moon so it's not THAT strange."

Electro's eyes widened before he composed himself, "Now that's some bullshit."

"Why?"

Otto then spoke before Max could, "The sun and the moon are celestial bodies. The amount of power that would be required to move them is impossible to obtain. Plus it just sounds preposterous."

Twilight overheard the conversation and trotted over, "I can assure you that it isn't preposterous! The magic they use to-" Otto then cut her off.

"'Magic'? Seriously? How long are you going to spout such nonsense?!"

Twilight gritted her teeth, "IT ISN'T NONSENSE! MAGIC IS REAL!"

"IT'S PROPAGANDA!"

"IT'S NOT!!!"

Otto scoffed as Electro crossed his arms, "I swear that this place is something out of a children's cartoon! Specifically for girls."

Suddenly, Pinkie pooped up behind Electro, "HEY! Boys can like it too! Haven't you heard of Bronies?"

As soon as Electro turned around, Pinkie was gone. He turned back to Twilight and Rainbow Dash, "That chick is freaky."

RD shrugged, "You get used to it."

Lizard then looked over to Electro, "And you said that MY plan was crazy..."

"Because it was."

Lizard raised a brow, "How? It's the next logical step in human evolution!"

Otto frowned, "In what world is turning everyone into lizards the next step in human evolution?!"

"Well, you see-"

Lizard was cut off as Luna and Celestia walked into the dungeon with stern looks on their faces.

Cadance trotted over towards her aunties, "Aunties? What's wrong?"

"Luna has picked up a Multiversal Trespasser. He is currently somewhere in Ponyville," Celestia informed the others.

The Mane 6 looked shocked by this revelation with Rainbow Dash zooming over towards the princesses, "WE HAVE TO GO, NOW!!!"

Luna nodded and turned to Cadance and Shining Armor, "You two stay here and make sure these two don't go anywhere."

"Not like we can go anywhere..." Electro muttered under his breath.

Shining Armor and Cadance nodded as the Mane 6 approached Celestia. Her horn lit up as she teleported Luna, and the Mane 6 to Ponyville.

Celestia and the others appeared right in front of the Golden Oaks Library, ready to locate the Multiversal Trespasser.

Rainbow turned to Luna, "Well?! Where is he?!"

Luna sighed, "We were unable to locate where the trespasser is exactly located. We have to spread out and search all of Ponyville."

Twilight nodded and turned to her friends, "Alright, girls. Let's split up. AJ, you check Sweet Apple Acres. Rarity, you check the Boutique. Fluttershy, look around your cottage. Pinkie, Sugarcube Corner. Rainbow, check the Everfree, and I'll look around town with the princesses."

They all nodded and spread out to search for the Multiversal Trespasser.

Applejack searched all around her farm, the barn, the house, everywhere.

"Ah guess he ain't here."

She sighed and left the farm.

Rarity exited her Boutique as Pinkie bounced by with a disappointed look on her face.

"Did you find anything, darling?"

When Pinkie shook her head, Rarity sighed as she joined her friend.

As Rainbow flew over the Everfree Forest, she was unaware that someone was watching her.

Venom licked his teeth as he watched the rainbow mare fly over, perched on a tree branch, "Eddie. Can we eat that one?"

"WHAT? NO!" Eddie replied.

Venom frowned, "Why not?"

"Because she hasn't done anything wrong! Plus she's way too fast for you to catch her!"

"But she has rainbow hair! She might taste like a variety of different flavours!"

"NO!"

Venom sighed as he hopped off the tree branch, "You're no fun, Eddie."

"Yeah, and you're a parasite."

"PARASITE?!"

"It's true."

Venom didn't look happy, "Apologize!"

"No."

"APOLOGIZE!"

"Okay, fine. I'm sorry, you big baby."

Venom grinned, "That's more like it."

"....."

"....."

"You're a little bitch, you know that?"

"SCREW YOU, ASSHOLE!!!"

Fluttershy walked out of her house, not finding anything, and trotted up a nearby hill. She thought that she'd take in the scenery and relax. As she made it up the hill, she gasped as she saw Sandman, sitting on the hilltop, gazing into the distance.

Fluttershy gulped as she slowly approached him, nervous to the core. She stopped dead in her tracks as he turned around to face her. Flint's eyes widened as he gazed upon Fluttershy. She was surprised as he did nothing and turned around.

"Penny would love this place."

Fluttershy tilted her head in confusion, "P.....Penny?"

"My daughter."

Fluttershy then mustered up the courage and walked up to Sandman and stood next to him. Fluttershy looked down and saw the pendant in his hand.

"Penny is never going to believe that I went to a place full of talking horses."

"U-um...we're ponies actually...." Fluttershy said meekly.

For the first time since he got here, Flint smiled and looked at the shy mare for a moment before looking down at the pendant.

"Everything."

Fluttershy looked into his eyes before he continued, "Everything I do. Every action I do. Every decision I've ever made, is for her."

Fluttershy smiled, "You seem to love your daughter very much."

"More than anything. Which is why I cherish the moments we have left together," Flint said with sadness in his voice.

"W....what do you mean?"

Flint sighed, "My daughter's sick."

Fluttershy covered her mouth with her hoof as tears came to her eyes, "I....I'm so sorry."

Flint sighed once more, "I just have to get enough money to get her treated, but now I'm here, with no way home."

Fluttershy took one step closer to the man made of sand, "Y...you don't seem like a bad person."

"I'm not a bad person. I just make bad choices."

"FLUTTERSHY!!!"

They both turned to see Rainbow flying in at full speed with the others behind her. Rainbow tried to tackle Flint, but a hole formed in his torso and she flew right through him. Once she passed through, he glared at Fluttershy.

"What is this?! A trick?!" Sandman asked angrily.

Fluttershy stepped back, "N...NO! Please, you just have to trust me...."

"I don't trust you! I don't know you!"

Before he could do anything, Twilight charged her horn and fired a beam of magic at Flint. Once the beam hit him, he disappeared. After breathing a sigh of relief, Fluttershy turned and glared at Rainbow Dash, who merely rubbed the back of her head with her hoof.

Flint appeared inside his cell, right next to The Lizard. He banged his hands on the magical barrier holding him inside his cell.

The silence was then broken by Electro, "Welcome to the gulag."

Flint turned to see Max and Otto inside their own cells. He turned the other way to see Lizard inside his cell.

"Where am I?" Flint demanded to know.

Electro shrugged, "Horse dungeon."

Flint raised an eyebrow, "Horse....dungeon?"

"Can't simplify it anymore, man."

Flint sighed as he walked to the back of his cell and sat down. He opened the palm of his hand and stared at the pendant.

"Sorry, Penny. Guess I'm going to be a little longer than I thought."

An sudden knock on the door alerted the Sparkle residence. Spike, who had evacuated with Night Light and Twilight Velvet after the attack, rushed to the door to answer it, hoping it would be Twilight and the girls.

When he opened it, he didn't see the girls, but instead, he saw none other than Norman Osborn, who looked terrified and confused.

"Help me. Please."

Tensions Rise

The doors to the Canterlot Dungeon opened up, the Mane 6, Celestia, and Luna all walked in as Rainbow Dash hovered in front of Fluttershy's face.

"How many times do I have to say that I'm sorry?! I thought he was going to hurt you!" Rainbow exclaimed to Fluttershy.

The shy mare frowned, "He wasn't going to hurt me, Rainbow Dash. He's not even bad! He just wants to get home to his daughter," she said with nothing but conviction.

Rainbow crossed her forelegs over her chest, "But how was I meant to know that? He's literally a sand monster!"

Fluttershy just shook her head, "That doesn't mean you just attack him. Now you'd better apologize to him."

"WHAT?! Seriously?!"

Fluttershy just looked at her friend with disappointment in her eyes. Rainbow sighed in defeat and muttered something under her breath as she approached Flint's cell. Rainbow tapped on the barrier with her hoof, causing Flint to look up ever so slightly.

Rainbow sighed, "Look....I'm sorry I attacked you. I thought you were going to hurt my friend, but that doesn't make it an excuse for what I did. I just want you to know that I'm sorry."

Flint stared at her for a moment before humming and looking back down at his pendant. Rainbow was about to say something when Electro cut her off.

"That has to be the most bullshit apology I have ever heard."

Rainbow turned and glared at the electric villain, who crossed his arms and looked at her with a smug expression on his face. Suddenly, a scroll appeared in a green flame right in front of Celestia. Before it fell to the ground, she caught it with her magic and opened it.

Twilight, curious, stepped forward, "What does it say, princess?"

Celestia's eyes widened and looked up from the scroll. She looked towards Twilight with fear in her eyes, "Twilight. One of the Multiversal Trespassers. They're at your parents house."

Twilight's eyes widened and before anypony could do anything, she teleported out of the dungeon.

Twilight appeared in her parents living room with fear and worry evident in her eyes.

"SPIKE?! MOM?! DAD?!" She shouted in fear.

She galloped into the kitchen and lit up her horn.... Only to tilt her head in confusion as she saw Norman Osborn, sitting at the dining table with her family, drinking tea.

Twilight Velvet turned around and saw her daughter, "Ah, hey, here she is!" she turned to Norman, "Norman, this is my daughter, Twilight Sparkle."

"The newly crowned princess," Night Light added.

Twilight's horn dimmed as her face showed nothing but utter confusion, "Norman Osborn? I thought that you--"

"I woke up in this place, scared and alone. I looked around and found the nearest house, and I thought whoever lived there could help me," Norman explained.

Twilight looked completely thrown, "W-wait, so you want help?"

Spike got up from the table and walked over to Twilight, "He just knocked on the door, looking terrified. He asked for our help."

Norman looked down sadly, "I didn't know where else to go. I don't have a house. Oscorp doesn't exist. And my son....." Norman sighs sadly before continuing, "Sometimes I'm not myself. I'm....someone else."

Velvet and Night Light nodded in understanding as he continued.

"And every time he’s in control, I can’t remember."

"Who?" Twilight interrupted.

"And now I'm here--"

"Who's "in control"?" Twilight once again interrupted.

"--In this place--" Norman continued.

Twilight stepped forward, "Norman, who’s in control?"

Norman was starting to panic, "--In this city, and I don’t know--" Norman started to hyperventilate, "--I don’t know why, what’s going on with me? And I don’t--"

Velvet had heard enough and placed a hoof on his shoulder, calming him down.

Norman breathed as he took a sip of his tea, "It doesn’t make sense."

As Night Light got up from the table and approached Norman, Spike got up to make some more tea. While this was happening, Velvet got up and pulled Twilight into the living room to talk.

"Twilight, what is going on exactly?"

Twilight sighed and looked into her mothers eyes, "When I completed Star Swirl the Bearded's spell and ascended into an Alicorn....It broke a hole in reality and these beings from other realities were pulled into Equestria."

Velvet nodded, "And I'm assuming you've found the rest of these "visitors"?

Twilight nodded.

"And are they all like Norman?" Velvet asked.

Twilight exhaled, "Yeah. They all have their own mental and physical issues."

Velvet looked back towards Norman, "Well, he needs help, and maybe they all do."

Twilight's eyes widened at realizing what her mother meant, "Wait, you don’t mean--? No Mom, this isn’t my problem."

Velvet looked surprised, "Not your problem?"

"Mom, their chance of getting help is way better back where they came from. Sending them home, that’s the best thing that we can do for them," Twilight explained.

Velvet however, didn't look convinced, "For them? Or for yourself?" Velvet then placed a hoof on her daughter's shoulder, "You're a princess of Equestria. It's your duty to help those in need."

Twilight sighed and looked at Velvet with sadness in her eyes, "This is what's best. For them. Trust me."

Velvet sighed and gave her daughter a hug, to which Twilight happily accepted.

What they didn't know is that Norman was watching them, thinking about his relationship with Harry.

A sudden pop echoed throughout the dungeon, gathering everypony's attention. Everyone turned to see Twilight and Norman in the center of the room, with Norman looking around confused. Everyone readied themselves, but Twilight raised a hoof.

"It's okay. He won't hurt us," she then gestured to Norman, "Everypony, this is Mr. Osborn-"

"It's Doctor," Norman corrected.

Twilight chuckled in embarrassment, "Sorry. Um, Doctor Osborn, these are my friends. Rainbow Dash, Pinkie Pie, Rarity, Applejack, and Fluttershy," she then gestured to Cadance and Shining Armor, "And this is my brother, Shining Armor, and my sister in law, Cadance."

Norman nodded as he looked around, "Fascinating..."

Norman then took notice of the cells, his curiosity getting the better of him, he approached Otto's cell. His eye's widened when he saw Octavius.

"Octavius?"

Otto turned around and looked shocked, ".....Osborn?"

"What... what happened to you?"

"What happened to-- You're the walking corpse!"

Norman looked confused, "What do you mean?"

"You died, Norman. Years ago."

Twilight's ears perked up at that as she turned to Otto.

Norman chuckled at the impossible accusation, "You're insane."

"God, I love it here," Electro inputted.

Twilight walked over towards the cells with her friends behind her.

"What are ya'll talking about?" Applejack asked.

"He's right there. He's not--" Rarity was then cut off by Sandman.

"Dead," Sandman then walked to the front of his cell, "They both died. Fighting Spider-Man."

Rainbow tilted her head, "Spider-who?"

Sandman continued, ignoring the rainbow maned Pegasus, "It was all over the news. Green Goblin? Impaled by the glider you flew around on," as Norman processes this information, Sandman turns to Doc Ock, "And a couple years later, you, Doc Ock, drowned in the river with your machine."

Otto scoffed at the man made of sand, "That’s nonsense! Spider-Man was trying to stop my fusion reactor. So I stopped him! I had him by the throat and then I..." Otto then struggles to remember, until a realization occurs, "And then I was here."

As the ponies let the information sink in, Electro rolls his eyes, "Oh please, let me tell you something. I was whooping Spider-Man’s ass -- he’ll tell you," the ponies turned to Max, "And then he caused an overload, I was stuck in the grid, absorbing data, I was about to turn into pure energy and then-- And then, uh-- And then--" Electro's eyes widened in realization, "Oh, shit. I was about to die."

Lizard looks towards Electro, "Max, do you know -- do I die?"

Before Twilight could say anything, Luna and Celestia entered the room with a scroll being held in Luna's magic. Luna turns to see Osborn, "Oh great, thou caught another one."

Twilight then looked at Luna frantically as the night princess's horn glowed.

"No no no, wait, Princess Luna, he's not--"

But she was too late, as Luna fired a beam of magic, teleporting Norman into his cell. Twilight saw the fear in his eyes and reassured him, "It's okay, um..." she then notices the scroll, "What is that?"

Luna smiles, "This, is a spell that we created. Specifically made to send the trespassers home."

Celestia nodded, "Once this spell is casted, this entire thing will be over."

Otto glared at the princesses, "And then what? We perish?!"

Electro waved his hand, "Nah, nah, no thanks, I’ll pass on that."

Norman looked terrified, "Let me out of here," he turns to Twilight, "Twilight!"

Twilight then looked conflicted, she should be happy that this is over. So why isn't she? She turns to Luna, "Princess, we can't send them back. Not yet."

Luna raised an eyebrow, "Why not?"

Twilight looked back at the villains before turning back to Luna, "Some of these beings are gonna die."

Rainbow then stepped forward, "Yeah! We can't just let them die. That's not cool at all."

Luna sighed and looked at Twilight with a stern look in her eyes, "Twilight. It's their fate."

Twilight looked shocked at what Luna had just said, "Come on, princess. Show some compassion, have a heart."

Luna was about to reply, but Celestia stepped forward, "My faithful student. I'm pleased that you wish to help these individuals. But our duty as princesses is to put the safety of Equestria first. If they stay here, then they risk at destabilizing our world. As horrible as it sounds, in the grand calculus of the Multiverse, their sacrifice means infinitely more than their lives."

Twilight took a step back, horrified at what she was hearing.

Celestia looked at her in sorrow, "I’m sorry, Twilight. If they die, they die."

Celestia and Luna then began charging their horns, the scroll lighting up as it levitated into the air. Suddenly, a yellow glow surrounded the villains as the spell was taking effect.

Applejack lowered her Stenson, "That....That ain't right."

Pinkie's mane deflated, "But....This was supposed to have a happy ending."

"We're not really going through with this, are we?" Rainbow asked in disbelief.

Fluttershy whimpered as Rarity hugged her, comforting her. Cadance and Shining Armor looked away in sorrow.

Twilight was conflicted, she wanted to save Equestria, but not like this. Tears came to her eyes as she struggled with the decision. Eventually, she couldn't stand by and let these people die.

It was then that Twilight charged up her horn.....

And blasted Luna in the chest.

A Royal Confrontation

Luna crashed into the wall behind her due to the magic blast from Twilight. As Luna fell to the floor, Celestia and the others looked at Twilight in shock. She just blasted Luna. Seizing the opportunity, Twilight used her magic to grab the scroll from Celestia while her concentration was halted. The glow around the villains ceased as they all turned to Twilight.

Celestia saw Twilight's horn glow. She was about to teleport.

"NO!" Celestia exclaimed as she spread out her wings, but it was too late.

Twilight had already teleported out of the dungeon. Luna groaned as she got back to her hooves. She snarled in anger as she charged up her horn. Luna then teleported out of the dungeon. Celestia turned to everyone else in the room with a look of sorrow.

"I'm sorry."

Celestia teleported out of the room, leaving the others shocked at what just happened.

Twilight appeared in front of the castle with panic written all over her face. She just attacked Princess Luna. What was she thinking? She had to get as far away as possible. She started to gallop away from the castle, sweat dripping from her forehead.

She came to a sudden stop when Luna appeared in front of Twilight. Twilight took notice of Luna's face. She did not look happy.

"Give the scroll up, Twilight Sparkle! We will not ask a second time!" Luna ordered.

Twilight was terrified. Why was Luna so adamant in letting these people die when they could help them? What was going on?

"Princess Luna! I don't want to fight you! But we can't let these people die when we could help them!"

Luna shook her head, "No, Twilight Sparkle. These things are not our problem! They are not of our own dimension! We do not believe that thou understand the gravity of the situation!"

"Then tell me why you're so willing to let these people die?!"

Suddenly, Celestia appeared behind Twilight. She turned around to face her mentor, expecting her to be furious for attacking her sister. She was surprised when she saw that Celestia had a sad look on her face.

"Twilight, my faithful student. If these creatures stay here in our dimension, then Equestria itself will perish. The barriers surrounding our dimension will shatter and put the lives of our citizens at risk. We MUST follow the natural order of the Multiverse."

Twilight shook her head, "But what about the Magic of Friendship? Don't they deserve the chance to be helped?"

Celestia sighed, "Not all creatures deserve to be helped. I want to help them! But the longer they stay here, the more our world is at risk! Our dimension will shatter when the barriers break. Everypony you love will die! I'm doing this for the greater good!"

Twilight gave her mentor a stern look, "Nothing ever justifies taking a life."

Luna stomped her hoof, "Twilight! Listen to us! These are threats to Equestria that cannot be helped! We will not let our subjects be threatened by Multiversal threats EVER again!"

Twilight looked confused, "Again?" she turned to Celestia, "What does she mean, princess?"

Celestia sighed and looked into her students eyes, "A long time ago, a being called The Watcher came to us for aid. We had just defeated Discord and we were returning to Canterlot."

Luna stepped in, "Uatu, The Watcher, said that the entirety of the Multiverse was under threat."

Twilight tilted her head, "By who?"

Celestia and Luna lit up their horns and casted a projection spell, showing an image of a metallic being.

Celestia frowned, "His name was Ultron. He was going from universe to universe, wiping them out into nothingness. If we didn't help The Watcher and other Multiversal heroes stop him, then our world would've been next."

The image faded away as Luna stepped forward, "It was then that we made sure that our dimension would be protected from outside threats. We casted a powerful barrier around our universe to ensure its safety. Now that its gone, our universe is exposed. The only way to ensure our protection, is to send these individuals home. Even if it means letting them die."

Twilight looked at the two in disbelief. How was this never recorded in Equestrian history? She didn't have time to dwell on that now. She needed to focus. She shook her head and said, "That doesn't mean that THESE people need to die! If we send them back after we've helped them, things will be different! They'll lead better lives! You two always believed in me! Please believe in me now when I say that I can help them! Please, I'm begging you! They deserve a chance!"

Luna had had enough as her eyes glowed, "ENOUGH, TWILIGHT! HAND OVER THE SCROLL! NOW!!!"

Twilight had tears in her eyes as she spread her wings out, "No!"

To both of the sister's surprise, Twilight took off into the sky.

Luna turned to Celestia, "She can fly?!"

Celestia rolled her eyes, "It appears that Rainbow Dash has been teaching her in their spare time. Come! We must retrieve that scroll!"

"And what of Twilight?"

Celestia sighed as a tear fell down her face, "If Twilight must be locked away in order to save our kingdom, then she will be restrained and secured in the dungeon."

The two sisters took flight, not wanting to do this. But in their eyes, there was no other choice.

It took a minute for Twilight to realize that she was flying. But she shook off the thought and continued onward. Suddenly, Luna and Celestia teleported in front of her, halting her progress. She really didn't want to fight, she knew she couldn't win.

"Enough, Twilight! Hand over the scroll!" Luna demanded.

"Princess Luna...." Twilight started but was interrupted by Luna.

"NO! YOU ARE PUTTING EQUESTRIA AT RISK! AND FOR THESE IREDEEMABLE VILLAINS NO LESS! ENOUGH IS ENOUGH!"

Twilight then shouted back, "YOU WERE A VILLAIN TOO, LUNA!"

That statement shut Luna right up. Twilight continued, "You threatened to put Equestria into eternal night! You banished Princess Celestia! And yet, we helped you and gave you a second chance! You act like they are beyond help, when YOU were in their exact position! So tell me, Luna. If these people don't deserve a second chance. Did you?"

Luna tried to retort, but she couldn't. There was no doubt in her mind. She knew Twilight was right. She got a second chance when she was Nightmare Moon. So why couldn't these people get one?

Celestia then spoke, her voice cracking, "Y....you're right. You are absolutely right, Twilight," tears were now streaming down her face as she continued, "We let our fear of Ultron get the better of us. I taught you the importance of friendship and second chances. And yet I won't even bother to let you help those in need. I've been a complete fool, Twilight. I'm so sorry."

It was then that Twilight flew into Celestia's chest and sobbed into it. Celestia cried as well, regretting her actions. Luna sighed, gathering the attention of the pair.

"You're right, Twilight. I've let my anger control my actions. I've been trying to get rid of them when I should have been trying to help them. I'm such a hypocrite," Luna exhaled, "Okay, Twilight. We'll try things your way."

Twilight smiled at the midnight mare as she sniffled. She was going to do things the RIGHT way.

They all teleported into the dungeon, where everyone had been waiting. Celestia stepped forward, "I am so sorry. I was acting like a fool," she turned to the villains, "These creatures need help, and it's our obligation as princesses to give them aid," she turned to Twilight, "Thank you, Twilight. Now I know why I chose you to be a princess."

Twilight blushed as everypony cheered in celebration. The cheering was ceased when Doc Ock cleared his throat.

Everyone turned to Otto as he looked at Twilight, "You could have just left us to die. Why didn't you?"

Shining smiled as he turned to Twilight, "Because that's not who she is."

Twilight smiled back to her brother. She then stepped towards the cells.

"I think I can help all of you. If I can fix what happened to you, then when you go back, things will be different, and you might not die fighting this 'Spider-Man'."

Electro raised an eyebrow, "What do you mean “fix” us?"

"Our technology might not be as advanced as yours, but our magical capabilities might be able to help you. We also have a science lab, so-" Twilight was cut off by Norman.

"I can help you. You know, I'm something of a scientist myself," he turned to Otto, "Octavius knows what I can do."

Otto scoffed, "“Fix?” You mean like a dog? I refuse."

Twilight frowned a little, "I can’t promise you anything. But at least this way you actually get to go home and have a chance... a second chance. I mean, come on. Isn’t that worth trying?"

Lizard stepped forward, "Trust me, Twilight. When you try to fix people there are always consequences."

Twilight shrugged, "You don't have to come. But if you stay here... you'll be sent back without help."

Lizard rolled his eyes, "Ah, so we go along or die. Not much of a choice, is it?"

Sandman crossed his arms, "I just want to go home."

Electro looked curious, "Well, I myself don’t want to be killed, so... what’s your plan?"

Twilight smiled, "I have it all planned out," she then turned to Cadance and Shining Armor, "I want you two to take this scroll and keep it safe. If anything happens, do not hesitate to cast the spell."

Shining them stepped forward, "No, I'm coming with you!"

Twilight shook her head, "No. If things get out of hoof, I'll need somepony I trust to keep that spell safe and cast it. Please. B.B.B.F.F.?"

Shining sighed as he gave in, "Okay. But be careful. And if I don't hear from you, Cadance will cast that spell."

Cadance nodded as they all embraced. Twilight departed from the hug and turned to the villains, "So, uh... who’s coming with me?"

The villains all looked at each other before Electro answered, "Well, I’m in. But... if this goes sideways, imma fry you from the inside out."

Twilight smiled at her friends, her plan was going to work.

Nothing could go wrong.

Meanwhile, in Ponyville, a man was exiting the Everfree forest with a grin on his face. He looked around and saw Ponyville. A tendril began to wrap around him.....Only, it wasn't black.

It was red.

"Let. There. Be. CARNAGE!!!"

There's Gonna Be Carnage

Venom leapt from tree branch to tree branch, trying to find a way out of the Everfree Forest. He encountered many creatures as he trekked through the forest. Manticore's, Timberwolves, which he tore through with ease. But he kind of wished that they provided more of a challenge, but he didn't complain, it gave him something to do.

"Jesus Christ, how big is this forest? It feels like we've been moving through it for hours!" Eddie complained in annoyance.

Venom shook his head, "Well, I don't know about you, but I'm having the time of my life!"

Eddie proceeded to roll his eyes, "That's because you get to fight these weird ass creatures we keep running into."

"Eddie, you need to learn how to have fun!"

"We're stuck in a forest, filled with fantasy creatures I might add, and we have no clue as to where we are. So excuse me for not being in the best mood," Eddie replied sarcastically.

"Oh, stop being such a little bitch!"

Eddie rolled his eyes once again, "Whatever, dick head."

"Eddie, relax. With the Lethal Protector roaming around this forest, nothing is gonna come near us!"

Eddie, much to Venom's confusion, then proceeded to burst into laughter.

"What?"

"That is such a shit name," Eddie said while laughing.

"IT IS NOT!!"

"It is."

"IS NOT!!!"

"Is too."

"YOU'RE A SHIT NAME!!!"

"That doesn't even make sense, dumbass!"

"IT DOES MAKE SENSE! BECAUSE I SAID IT MAKES SENSE!!!"

As Venom leapt onto the next tree branch, he put too much weight on the branch, causing it to snap. Venom then fell and landed on his back.

"The Lethal Protector everybody!"

Venom groaned as he got back to his feet, "Eddie. Shut up."

As Venom got back up to his feet, he noticed a clearing up ahead. Curious, he walked towards it and moved the tree branches blocking his view. Venom grinned as he saw a town on the other side of the clearing.

"There. We're out of the forest. Happy?" Venom asked Eddie sarcastically.

"Okay, great. Now we can see where the hell we are," Eddie replied.

"Best we stick to the shadows. Don't want any unwanted attention drawn to us."

"Good idea."

Venom nodded as he leapt into the air, heading towards the nearby town, Ponyville.

Venom stuck to the plan as he kept in the shadows, avoiding anyone spotting him. As they got a look around, they noticed the populace of this town wasn't human.

They were ponies.

Turns out that flying Pegasus they saw earlier wasn't native to the forest they woke up in. They were everywhere.

"Eddie. I don't think we're in Kansas anymore," Venom quipped.

Eddie groaned, "You did not just say that joke."

As Venom chuckled, he and Eddie both noticed what appeared to be a schoolhouse nearby. Venom, moving carefully, decided to check it out. They eventually made it to the roof of the schoolhouse, where luckily, no one was around to see them. The only ponies present were four fillies, who were standing in front of the schoolhouse. Venom noticed that three of them looked like they were being bullied by the one wearing the tiara.

Venom frowned, "I hate bullies."

"Me too," Eddie replied.

Venom then suddenly grinned, "I have an idea."

Meanwhile, the Cutie Mark Crusaders were being picked on by Diamond Tiara. Which was a normal occurrence for them.

"Leave us alone, Diamond Tiara," Sweetie Belle said to the bully.

Tiara scoffed, "Oh? And what will happen if I don't, Blank Flanks?!"

Suddenly, a giant thump was heard from behind her. Something landed, something big. Tiara noticed the CMC, they looked scared, but not of her. She turned around and saw Venom, smiling down at her. As she stepped back, Venom stepped forward.

"You go near them again. In fact, you go anywhere in this town, praying on innocent ponies, we will find you and eat your forelegs and then your hindlegs, and then we will eat your face right off your head, do you understand?" Tiara looked terrified, but Venom continued, "Yes, so you will be this legless, faceless thing, won't you? Rolling down the street. Like a turd in the wind. Do you feel me?"

The bully nodded as Venom leaned close to her face.

"Good. Now.....GET LOST!" Venom shouted as the scared filly ran away screaming.

The CMC turned to Venom, who gave them a small salute with his hand. Before they could say anything, Venom leapt into the air and returned to the shadows.

The CMC turned to each other.

"That", Applebloom started.

"Was", Sweetie continued.

"AWESOME!!!" Scootaloo finished.

Meanwhile, in the Town Square. Cletus Cassidy was walking through town, giving everypony he passed a creepy and twisted smile. Some ponies stared, while others ran away in fear. Either way, Cletus was relishing it. His attention was suddenly drawn to a screaming filly wearing a tiara.

"HELP! THERE'S A GIANT BLACK MONSTER THAT THREATENED TO EAT ME!!!"

Cletus then had a thought. There was only one thing that he knew would do that. But it couldn't be possible. Cletus killed Eddie Brock and Venom. So whoever this was couldn't have been them. But that didn't matter. Cletus smiled as a red tendril slowly made its way out of his back.

The tendril then shot forward and destroyed the Town Square statue.

Venom leapt onto the branch of a tree, feeling pretty proud of himself for standing up for those fillies. He watched the small little town, feeling at peace. He wasn't the only one as Eddie felt somewhat calmer, although he still wants to find a way home.

"Peaceful, isn't it?" Eddie asked Venom.

Venom nodded, "It is."

They were silent for a moment, just taking it all in.

Venom then broke the silence, "You still have feelings for Anne, don't you?"

Eddie sighed, "It doesn't matter anyway. She's getting married, she's with Dan. She's happy. That's really all that matters."

Things were silent again. It was so silent that the wind's breeze could be heard.

"What do we do now?"

Eddie didn't have an answer for that. He had no idea where they were and had no way of getting back home. They were stuck.

"Bud, I think we're pretty screwed."

Suddenly, the two heard a scream. Then another one, and more and more. There was a collection of screams coming from the Town Square.

Venom grinned, "Finally! Things were getting too depressing for my tastes!"

Venom then jumped off of the tree branch and leapt from building to building towards the Town Square.

Ponies were running. Buildings were attacked. The Town Square was in complete carnage.

A pony was suddenly grabbed by a red tendril and pulled towards the red monster attacking the Town Square. Once close enough, the monster known as Carnage grabbed the pony by the throat and held him close to his face. Carnage opened his mouth, showing off his long tongue and razor sharp teeth.

The pony didn't have anytime to react as Carnage bit his head clean off without difficulty. Carnage tossed the body aside as he roared into the sky, causing the remaining ponies to run away in complete and utter terror. Carnage shot two tendrils out of his back and grabbed two ponies behind him. He then snapped their necks instantly, once again tossing the bodies aside.

Carnage then walked forward at a menacing pace. His hand transforming into an axe as ponies ran for their lives. He then extended his arm as he swung, decapitating the ponies running in front of him. His hand transformed to normal as he roared.

It was then that Venom leapt from a rooftop and landed in the Town Square. He then saw all of the bodies. All of the dead ponies. Venom clenched his fist and snarled as he turned to see who did this. Once they saw Carnage, Venom slumped.

"You've gotta be shitting me."

"You've gotta be shitting me."

Carnage then turned around, taking notice of Venom. His eyes widened in confusion, which then turned to anger.

"You."

Carnage then peeled back into Cletus' skin as he walked forward, Venom doing the same. The last piece of Carnage went back inside of Cletus' skin as he smirked at Eddie.

"Well, well, well. Ain't this a reunion!!! You know, I'm surprised to see you again, considering last time I saw you, I ripped your heart out of your body!" Cletus shouted at Eddie.

"I was about to say the same thing to you! Since, you know, Venom bit your head off!" Eddie replied.

"Tasted amazing by the way!" Venom inputted inside Eddie's head.

Cletus spread his arms out, "Well ain't that a coinkydink? I don't exactly know what the hell is going on or where the hell I am, but right now, I'm having the time of my life!"

"By killing people?!"

Cletus shrugged, "I told you. I'm a killer. With or without the monster, Eddie," they both stared at each other before Cletus chuckled, "You know, I'm thankful. You wanna know why?"

Eddie sighed as walked forward, "Alright, I'll bite. Why?"

Cletus then pointed at Eddie, "I'm thankful, Eddie. Because I get another opportunity to kick your ass again. I don't know how or why your still alive. But screw it! I get the chance to kill ya again!"

Eddie frowned, "You're gonna try," Eddie then noticed something, "Hey, I noticed your little girlfriend isn't with you."

Cletus then stopped smiling and gritted his teeth as he tightened his fists, "She's dead, because of you. Crushed underneath a church bell. But don't worry. I'll make your death nice and slow."

Eddie rolled his eyes, "And you say your not crazy."

Cletus shook his head, "I'm not a crazy man, Eddie. But I am a vengeful one," Cletus exhaled as he smiled again, "But believe me when I say. That there's gonna be carnage......so much carnage. Because after I kill you...."

Carnage then took over as Cletus was absorbed by the red symbiote, red tendril protruding from his back as he smiled.

"I'm going to kill every. last. horse in this town. The streets will be flooded with blood. STARTING WITH YOURS, FATHER!!!"

Eddie was then absorbed by the symbiote as Venom took over, licking his teeth in anticipation, "Ready for round 2, bitch?!"

Carnage roared as he charged forward towards Venom. Venom doing the same. The two Symbiotes met each other in the middle, Venom tackling Carnage to the ground. Venom began delivering punch after punch to Carnage's face. Carnage then shot a tendril from his torso, launching Venom into the air and landing on a nearby house. As Carnage got back up, Venom charged out of the house, Carnage roared as he shot red spike projectiles from the tendrils on his back.

Venom dodged left and right as the projectiles passed him. He continued forward until he launched himself into the air and prepared to punch Carnage in the face.....only to be grabbed by two red tendrils and slammed into the ground. Venom barely had time to recover as Carnage swung him around until he let him go, sending Venom into the wall of a building behind him.

Carnage then charged forward, running like a wild animal until leaping towards Venom, claws ready. Venom was ready however, as he uppercut Carnage in the chin when he got close enough. Venom quickly grabbed Carnage's legs while he was in the air and slammed him on the ground. He then lifted the red beast into the air and slammed him once more. Venom then swung Carnage around and tossed him into the air.

As Carnage flew through the air, multiple tendrils shot out from his person, each of them planting themselves on the ground as multiple arms protruded from Carnage himself. Each hand a different weapon of sorts. Carnage roared as he shot forward towards Venom.

Venom jumped into the air and shoulder charged Carnage in his torso, sending them both to the floor. As they both got up, Carnage shot forward a tendril and stabbed Venom in the back, causing the Symbiote to cry out in pain. Before Venom could do anything, Carnage pulled Venom towards him and slashed at his face with his claws.

He then slammed his father to the ground and stomped on his chest with his foot. Venom grabbed onto Carnage's leg and flipped him off of him. As Venom got up, Carnage shot forward multiple tendrils, each of them stabbing Venom in various parts of his body. Carnage then raised Venom into the air and sent him flying through the air. Venom then landed harshly on the ground.

"He's tougher than last time."

Venom groaned as he got back up. He then saw Carnage walking toward him menacingly.

"Eddie. They're symbiotic. They're in synch."

"So are we."

Venom got back up as Carnage leaped through the air and tackled Venom to the ground. He then proceeded to bite Venom in the shoulder, taking a chunk out of it. Venom roared in pain as he punched Carnage off of him, his shoulder healing instantly.

Carnage's hands then turned into axe's as he ran forward towards his father. Venom ran forward and ducked under a swing from Carnage, taking the opportunity to slash at his side, causing the monster to roar in pain. But before Venom could get another hit in, Carnage quickly turned around and stabbed Venom in the torso.

He then raised Venom into the air and punched him a few meters away. As Venom struggled to get back up, Carnage walked over to Venom, smiling as his tendrils extended in length.

"Father. There can only be one. And you have to die."

"Get up, Venom! GET UP!" Eddie shouted in alarm.

However, Venom couldn't muster the strength to get back up, "I.....can't."

As Carnage loomed over the wounded Venom, he raised his axe into the air and prepared to finish him off. But suddenly, somepony threw a candle light at the red monster's back, setting him ablaze. Carnage screamed and roared in complete agony.

Venom looked confused but looked behind Carnage to see the CMC standing there, cheering Venom on. They threw the candle light. They gave him this opportunity. And he wasn't going to waste it.

Venom roared and charged forward, tackling Carnage to the ground. Venom then proceeded to tear at the red Symbiote, tearing pieces of the Symbiote off with his hands. Carnage roared as he shot forward three tendrils, knocking Venom off of him.

Carnage got back up, but he was severely weakened. The Symbiote was struggling to heal due to the fire. Carnage knew that if he wanted to kill Venom, he wouldn't be able to do it today.

"We're not done, father!"

Carnage roared as he leapt into the air and bounced off of multiple rooftops, making his way back to the Everfree Forest.

(End song)

Venom began to give chase, but not before turning to the CMC.

"Hmm. Cool kids."

Venom then leapt into the air and began to give chase to Carnage.

As he landed on a roof, Eddie said, "Hey? What's our chances of surviving another encounter with him?"

Venom thought for a moment, "Hmm. Pretty much. Zero."

"Oh, fuck it. Let's kill him properly this time."

Venom then leapt into the air and went into the Everfree. He wasn't going to let Carnage get away. He was going to pay for the lives he's taken.

Venom was gonna make sure of it.

Author's Note

Added a Gore tag.

Because... you know.

Carnage.

Struggling To Have Everything You Want

The doors to the throne room opened up as the Mane 6, Celestia and Luna, and the Multiversal Trespassers entered the room. While a majority of the villains were pretty content with their situation, Ock on the other hand was not happy at all as his mechanical arms were wrapped around him, preventing him from escaping.

Otto takes a look around at the throne room as the other villains stare at the stain glass windows inside the room, seeming somewhat impressed. Otto, just scoffed as he turned to Twilight, "So this is your plan, Twilight? Hmm? No lab, no facilities, just performing miracles in a cliché throne room? Hmm? What, are you going to cook us some cures and some burritos with your "magic little horn"?"

"I could go for a burrito." Norman added much to Otto's annoyance.

Otto turned his head and glared at Osborn, "She's gonna kill us all."

Twilight rolled her eyes as she walked right past him, "Well, let’s hope not. You're up first, Doctor Octavius."

Otto's eyes widened as he gawked at the Alicorn, "What? Hey, I told you, I don't need fixing. Especially by a nervous freak using false ideals from a children's story book."

Twilight stands behind Otto as she lights up her horn. The rest of the Mane 6 walk up to her with encouraging smiles on their faces.

"Don't 'chu worry none, Otto. Twilight 'ere is smart. If anypony can fix ya! It's her." Applejack said to the scientist as the other mares nodded in agreement.

Otto gawked as realization dawns upon him, "She's gonna kill us all."

Suddenly, the doors shot open as they all turned around. They were greeted by the sight of Night Light, Spike, and Twilight Velvet. Twilight stopped the spell and rushed over to her family.

"Mom? Dad? Spike?! What are you guys doing here?"

The Sparkle family embraced one another in a bone crushing hug. The embrace ended as Velvet put a hoof on her daughter's shoulder.

"We came to check on you. I knew you would do the right thing, Twilight! Helping ponies, even when the odds are stacked against you, is who you are! I'm glad to see that Norman is getting the help he needs!"

Spike then hopped on Twilight's back, "We also came to help! Whatever you need, you can count on your Number One Assistant!"

Twilight gave a faint smile, unsure if this was the best idea. But she knew that her parents were stubborn and were not gonna leave. So she went along with it.

"Alright. You guys can help!"

As they all cheered, a Royal Guard approached Celestia and Luna with a look of sorrow on his face. He bowed to his princess as Celestia gave a smile, "Rise, my little pony."

He did as he was told and stood upright, only then did the sisters notice the look on his face.

"What is the matter?" Celestia asked.

"Princess, it is with great sadness that I inform you that Ponyville has been attacked with an estimated count of 25 fatalities," the princesses looked shocked as the guard continued, "the report states that a red creature came to Ponyville and started killing innocent ponies in the most brutal of ways. The carnage wasn't stopped until a black creature came to aid in stopping it. The last spotting of these creatures were near the Everfree Forest."

Venom was thrown through multiple trees until he came to a stop by skidding on the ground, creating a trench where he landed. He groaned as he got back up to his feet, turning his head as Carnage loomed over him, snarling as more tendrils protruded from his back.

"Eddie. I think we're screwed." Venom said to his host.

"Well.....better to go out fighting than to go out like a coward." Eddie replied.

Carnage licked his teeth as he loomed over his adversary.

"Finally. I've been waiting to drink your blood and spread your entrails throughout this entire forest! Venom kills the prey at a quick pace. While carnage, goes for as long as the predator wants it to!"

As Carnage bent down, ready to grab Venom by the throat and put an end to this. Carnage showed off his razor teeth as his maw widened. But suddenly, he was blasted into a tree, releasing Venom. As Carnage tried to get back up, a yellow aura surrounded him, causing him to roar out in pain.

Suddenly, the Symbiote retracted back into Cletus, unable to handle the sun yellow aura. As Cletus fell to one knee, the two sisters landed before him with looks of anger on their features. Luna then quickly casted a containment spell, locking Cassidy's hands in midnight blue shackles as well as his feet, the yellow aura not disappearing.

Cletus smirked and opened his mouth to speak, only to be silenced by Luna, "BE SILENT, CREATURE!!! THOU SHALL PAY FOR THE TRAVISTIES CAUSED THIS DAY!!!"

Cletus didn't seem threatened or scared. He just kept on smiling, irritating Luna. It was then that Celestia turned to Venom, who had just gotten off of the ground. The solar monarch approached the Symbiote with a kind smile.

"I know that you must be confused as to what is happening. But let me assure you that you will not be harmed. You courage has not gone unnoticed and you shall be rewarded for defending my little ponies. Come with us....and we shall get you home. Tell me. What is your name?"

Venom looked defensive but looked calm as he stood upright and smiled to Celestia. It was then that half of Venom's face lifted up, revealing Eddie Brock. Celestia looked shocked as Venom spoke.

"We. Are. Venom."

Back at the castle, Twilight and Rainbow Dash were looking over a projection spell that Twilight casted. The spell showing the results of Twilight's scanning of Otto's chip earlier.

Twilight turned to RD, "So the chip in the back of Doctor Octavius' neck was designed to protect his brain from the A.I., Artificial Intelligence," she said to the confused Rainbow Dash, who looked even more confused, " that's the system that’s controlling these tentacles. But if you look here..."

She pointed a hoof at the projection, showing an anomaly in the chip.

"The chip has been damaged see? It looks burnt. So rather than him being in control of the tentacles, the tentacles are now in control of him."

Rainbow folded her forelegs over her chest, "Which I guess explains why he is so miserable all the time."

Twilight nodded as she continued to observe the projection. Electro was staring at the stain glass windows in the room, looking on in fascination.

He smiled as Sandman walked over, "Look at this place. And all the possibilities..."

Sandman looked confused and looked at Max, "What? This castle?"

Electro turned to him with a sarcastic smile on his face, "Yeah, yeah, the castle. I love the whole stain glass thing going on. No. Nah, man. I’m talking about the world," he then stroked his beard and smiled, "I kind of like who I am here. And all that power in that storm back at that crystal place. Is only a small fraction of the power here. With power like that. I could be so much more." Electro then gave Marko a curious look, "So why’d you come along?" He asked Marko, who folded his arms.

"I have a daughter, and I want to see her. But she’s not gonna send anyone home until she’s finished her little science project over there." He said as he tilted his head in Twilight's direction.

Electro looked curious, "You trust her?"

"I don't trust anyone." He sighed as he unfolded his arms, "How'd you end up like that anyway?"

Electro sighed, "Oh, the place where I worked at, they were experimenting with electricity created by living organisms and then, uh... I fell into a vat of electric eels."

Marko's eyes widened, "You’re kidding. I fell into a super collider."

"Damn. Gotta be careful where you fall."

It was then that Fluttershy approached Marko, who looked down at her.

"Um....Mr. Marko? Um....about earlier....."

Marko gave Fluttershy a kind smile, "Don't worry about it. I know that you had nothing to do with that. Your friend rushed in and attacked me, not you."

Fluttershy then smiled in return.

Suddenly, the doors opened up as the royal sisters, a restrained Cletus Cassidy, and Eddie Brock entered the room. Much to the confusion of everyone present.

"So....your ultimate line of defense.....the very thing you guys rely on to defend you.....are called the "Elements of Harmony"?" Eddie asked the solar monarch.

Celestia nodded, "That's right. The Elements are our greatest defense against the forces of darkness that wish to rip harmony away from Equestria." She then pointed her hoof at the Mane 6, "The six Elements that make up the Elements of Harmony are Honesty," Applejack lifted her head up in recognition, "Kindness," Fluttershy gave a meek wave, "Generosity," Rarity smiled as she flicked her mane, "Laughter," Pinkie bounced up and down, "Loyalty," Rainbow flew up into the air and gave a cocky smirk, "and Magic." Twilight smiled as she flared her wings, "These six mares make up our greatest defense. The Elements of Harmony."

Celestia looked back down at Eddie, who looked completely baffled.

Venom then interrupted his thoughts, "Yeah, and you thought "Lethal Protector" was a shit name."

Eddie sighed, "That's because it is."

Twilight then stepped forward towards Celestia, "Princess? What's going on? Who are these people?"

Celestia gave a look of sorrow, "My faithful student. It is with a heavy heart that I must inform you that Ponyville was attacked." The Mane 6 gasped, shocked at this information. Celestia continued, "If it hadn't been for Mr. Brock here, a lot more ponies would have died."

Rarity, Applejack, and Rainbow Dash galloped forward towards the princess.

"Is mah' family alright?" Applejack asked.

"Sweetie Belle?" Rarity added.

"Scoots?" Rainbow also added.

Celestia gave them a kind smile, "They are all fine. Mr. Brock here made sure that they were okay."

They all turned to Eddie, who was busy....talking to himself?

Applejack then approached Eddie, who stopped his conversation.

"Well, Ah'd like to thank ya, Mistah Brock. Thank ya fer savin' our town." Applejack thanked the man.

Eddie was silent before replying, "Uh....you're welcome."

Rainbow then stepped forward, "Okay, it was pretty cool of you to do that. But I have a question. No, scratch that! I have two questions! One, how did you defend Ponyville? I mean, no offence or anything, but you don't look that tough to me."

Eddie frowned a little at that remark.

"I don't like this one. And I'm getting hungry."

Rainbow continued, "And two! Why were you talking to yourself?"

Everypony in the room, save for the princesses face hoofed at Rainbow's remarks.

Celestia was looking forward to this and turned to Eddie, "I think it's time for them to meet your friend."

Eddie nodded as suddenly, he was engulfed by a black Symbiote. Rainbow and the others looked backed up as all of their eyes shot open as Venom emerged. Once fully emerged, Venom stepped forward and leaned down towards Rainbow's face.

"What was that about not looking tough?" Venom asked as he licked his teeth.

Rainbow shook in fear before zooming away. Everypony was silent, except for Celestia and Luna, who were giggling in amusement. Twilight then gulped and stepped forward.

"Uh....who are you?"

Venom folded his arms, "We. Are. Venom."

Twilight then asked, "And...what exactly did you save our town from?"

Venom didn't say anything as he just pointed his thumb as Cletus, who gave Twilight a sinister smirk.

"I was in that little town when that piece of shit," the ponies cringed at the vulgar language but let Venom continue, "started slaughtering innocent ponies. 25 ponies were killed. And he laughed about it. We couldn't let him get away with that. We couldn't let those ponies be unavenged."

Twilight frowned as she approached Cletus, who just smiled at the Alicorn mare.

Cletus then broke the silence, "You're scared." That statement threw Twilight for a loop. It was unexpected, yet, not untrue. Cletus continued, "You put on a brave face. Act like your in control. Yet I see you for what you truly are. A scared little girl trying to play hero. Your fear....is delicious. And when I get outta here, I'm going to decorate these walls with your insides. But not until you I kill all your friends. Carnage and I are going to have a hell of a time."

Twilight frowned. She assumed that he was like Eddie Brock. He has a Symbiote of his own, apparently named Carnage. She was secretly terrified, but she wasn't going to give him the satisfaction. She remained composed.

"I can cure you. I can give you another chance! All you have to do is accept friendship into your heart!" Twilight said.

Cletus simply smiled, "You think I wanna be fixed? You think I regret what I did? Sweetheart. I'd do it again. But I'd make their deaths nice and slow. Their screams filling the air."

Twilight sighed as her ears drooped. Maybe the princesses were right. Maybe, not everypony was redeemable.

She then glared at Cletus, "I'm going to cure you. Not that you deserve it. Then, when I send you back, you won't hurt anypony ever again."

Cletus chuckled in her face, "With or without the monster. I'm still a killer. You'd do well to remember that."

Twilight then walked away as Venom retracted back into Eddie's skin. As things returned to the way they were before, Velvet walked to Norman and gave him a sympathetic smile.

"How are you holding up?" She asked.

Norman gave her a kind smile, "As well as I can be. The fact that you all manage to live day to day lives without technology is astounding to me." he then gazed at Twilight, who was back at working on Otto's chip, before looking to Velvet, "She's lucky to have you. To have you guide her on the right path. She got her morality from you."

Velvet smiled in response as turned to walk away, but not before saying, "Don't worry, Norman. We'll get you the help you need. Then we'll get you home."

She then walked away, not noticing Norman's posture change slightly as he gave a small but noticeably evil smile.

Everyone's attention was caught as Twilight cheered in victory.

"Yesyesyesyesyesyesyes!!!" She said as she galloped around in a circle.

Rarity walked over to her, "You seem happy, darling."

Twilight nodded enthusiastically, "I finished analyzing Dr. Octavius' chip! And I know the perfect spell to help him!"

She galloped over to Otto, who tried to get out of his restraints but sighed in defeat, "Oh, will these humiliations never cease?!"

When Twilight flapped her wings, she took to the air and hovered behind him, igniting her horn.

Otto did not seem happy at all as he struggled to get out of his own tentacles grip, "Keep your disgusting horn away from me!"

Norman stepped forward, "Hey, it’ll work. Have faith."

Otto scoffed, "Says the reckless fool who turned himself into a monster."

Twilight's horn lit up even more, "Please stop moving your head. Hold still."

"Don't you dare!"

Her horn got brighter as everyone in the room looked anxiously at what was transpiring.

Otto gritted his teeth, "I swear, when I get out of this, we’re gonna rip you a new--"

Twilight then shot a small beam from her horn into Otto's neck chip. Once it impacted, Otto slumped over. Everyone's eyes widened as they waited anxiously.

Twilight's eyes widened in fear, "Dr. Octavius?"

No response.

"Sir? Are you--"

Otto then shot up as he gasped, startling Twilight. He took a few deep breaths as realization hit him like an armored truck.

"It's so quiet. Those voices... inside my head... I'd almost forgotten."

Norman took a cautious step forward, "Otto?"

Otto, for the first time, actually smiled. A genuine smile, "Yes, Norman..."

His tentacles unwrap him as he takes in a deep breath.

"It's me."

Sandman looked on in amazement, "Would you look at that."

Electro however, looked somewhat disappointed. This means that this was really going to happen. He was going to lose his powers. Twilight flies around Otto and lands in front of him, giving him a kind and warm smile.

Otto gave a smile back to the Alicorn, "I'm grateful, my dear. Truly."

Twilight smiled, "You're welcome." She then turned to Osborn and smiled, "You're up next, Mr. Osborn!"

Otto looked determined, "How can I help?"

Not that Twilight, or anyone else for that matter, noticed the glare in Norman's eyes.

Something wasn't right.

It's been 20 minutes since Otto Octavius was cured. Eddie Brock was just keeping to himself, standing in the corner, thinking.

That is until a certain Symbiote broke that train of thought, "Eddie. Something feels off."

Eddie didn't respond, but he felt it too. Something wasn't right. He just couldn't figure out what.

As Twilight worked on her spell to cure Osborn, Otto approached him with a smile on his face.

"How does it feel, Norman? You’re about to become whole again. No more darker half. Just you."

Norman then responds in a somewhat deep voice, "Just me."

He turns around and smiles at Otto, who grins back. As he walks away, no one noticed the Lizard, who was sitting in a shadowed corner, grin evilly.

"And so it begins."

It was at that moment, that Applejack got a feeling. A strange feeling in her gut. Something wasn't right. Someone in this room was lying. She turned to Twilight, who looked concerned, "Applejack?"

"Twi, something ain't right. Somepony isn't tellin' tha truth."

As Applejack looked around at each of the villains, the feeling in her stomach got worse. She turned, assuming it was Cletus, but the feeling wasn't as severe. It was then that Norman turned and walked towards Velvet. Applejack turned to the man, feeling physically ill when looking at him.

She glared as she gave Twilight a look. Twilight looked at Norman. She pondered what was going on. There had to be a logical explanation. She sighed as she lit up her horn and encased Norman Osborn in her magical aura, holding him in place.

She turned him around, now noticing the look on his face.

Whoever it was, wasn't Norman Osborn.

"That’s some neat trick. That ability of yours." He said as he looked at Applejack.

Otto stepped forward in concern, "Norman?"

He smiled sinisterly, "Norman’s on sabbatical, honey."

Electro looked confused, "The hell?"

Realization dawned on Twilight as her eyes widened, "The Goblin." She muttered.

Everyone looked either confused or concerned as Goblin began to speak, "“No more darker half?” Did you really think that I’d let that happen? That I’d let you take away my power just because you’re blind to what true power can bring you."

Twilight shook her head, "You don't know me."

Goblin raised an eyebrow, "Don't I?" He then turned to Velvet and Night Light. Specifically focusing on Night Light, "I saw how she trapped you. Fighting her holy moral mission." He then turned his head, staring at each of the villains, "We don’t need you to save us... We don’t need to be “fixed!”"

Sandman looked like he was taking this in, but he also looked conflicted. He just wanted to go home. Electro on the other hand, looked like he was agreeing with Goblin.

"These are not curses."

Electro's hands started to slightly crackle.

He turned to Twilight, "They're gifts."

Otto shook his head, "Norman, no."

Goblin snapped his head towards Octavius, "Quiet, lapdog."

Twilight tried to regain control of the situation, "Mr. Osborn. This isn't you. You don't know what you're saying."

Goblin smirked, "I’ve watched you from deep behind Norman’s cowardly eyes. Struggling to have everything you want. While the world tries to make you choose. Gods don’t have to choose."

Electro's eyes began to light up as he was really buying what Goblin was saying.

Goblin smiled a sinister smile, "We take."

It was then that Twilight's eyes widened in absolute terror as she turned to her family.

"Spike, Mom, Dad...."

Electricity began surrounding Electro now as Goblin continued to smile at Twilight.

"Run!"

No Good Deed Goes Unpunished

Spike, Night Light, and Velvet got the hint. Spike took the spell Twilight was working on and they all ran for it.

It was then that all hell broke loose. Electro shot his arm forward and blasted Celestia in the chest. Sending her across the room. Twilight and Luna snapped their heads to the fallen Alicorn, unknowingly breaking their concentration. Goblin smiled as he broke out of Twilight's hold while Cletus smiled as the Carnage Symbiote consumed him, breaking Luna's magic shackles.

Before Twilight could react, Goblin ran forward and kicked her across the room. Luna flared her wings as Carnage roared. The midnight monarch shooting forward as multiple tendrils shot out of Carnage's back and moved forward, wrapping around Luna. As Carnage pulled her in closer, he was suddenly tackled by Venom. As Luna fell to the floor, Carnage and Venom broke through one of the stain glass windows, taking their fight outside.

Electro looked at his hands, eyeing the electricity crackling around his fingertips.

"My god."

Max turned to face Otto, who had a horrified look on his face.

"What have you done?"

Electro smirked, "I liked you better before."

As Otto's tentacles opened up, Electro shot his hand forward and fired a blast of electricity, blowing Otto through the throne room wall. As Otto fell, he quickly clung onto the side of the castle with his arms, preventing him from falling further. He then climbed up the wall and and turned around, gazing at the many buildings in Canterlot. He then leapt off of the wall and made his escape to reevaluate the situation.

Rainbow Dash was wacked into the wall by the tail of The Lizard. As Connors roared, Applejack wrapped her lasso around his neck, attempting to hold him back. But Connors simply grabbed the rope around his neck and broke it with his mighty strength.

Before AJ could react, Lizard pulled the rope with a mighty tug, pulling Applejack towards him. When she was close enough, Lizard grabbed her by the neck and slammed her to the ground. He then roared in her face, raising his clawed hand into the air, opening his hand, ready to deliver the final blow.

Applejack would've been finished had it not been for Pinkie Pie, who fired a shot from her Party Cannon, wrapping him up in confetti. As Lizard broke free of the confetti, Rainbow took this chance to fly forward at high speeds, intending on sending him through the wall.

She would have succeeded in that had Electro not interfered by blasting her with a blast of electricity, sending her crashing into the wall and knocking her out. He then turned to Luna, who had just gotten back to her hooves. She turned and snarled at the electrified villain.

Electro smirked as he punched the ground with his fist, creating a burst of electricity that sent Luna out of one of the stain glass windows. As Max stood upright, he turned to Celestia, who was struggling to get back up. He rubbed his hands together, electricity crackling around them. He then fired a blast of electricity, but he used it to lift Celestia into the air.

As she screamed in pain, Sandman stood there, contemplating what he should do. He just wanted to go home. This wasn't his problem. He knew what he had to do. He needed that scroll. He needed to needed to go home to his daughter. He turned his head slightly to see a terrified Fluttershy, tears in her eyes.

"P...please. H....help them."

Marko sighed as he gave Fluttershy a stern look, "I'm sorry."

He then transformed into a sandstorm and flew out of the stain glass window, leaving a betrayed Fluttershy behind.

Electro had his fun, but it was time to get to work. He used his electric grip on Celestia and slammed her to the floor, her crown shattering as it hit the floor. Electro chuckled as he hovered in the air, taking in everything that is happening. He looked around and saw two places full of electricity with his enhanced electrified vision. One was obviously the Crystal Empire, but he wasn't sure what the other was though. He then created an imbalance in his magnetic field and shot out of the castle.

Lizard took this opportunity to leap out the window while everyone else was focused on the battle.

As the ground shook from the fighting above them, the Sparkle family looked up nervously as they ran through the halls, making their way to the doors to the castle.

Twilight was not having a good day as Goblin slammed her to the ground with brute force. Before Twilight could get back up, Goblin kicked her in the side, sending her flying through the air and crashed through the throne room doors. As she groaned in pain and tried to get back up, Goblin walked towards her with a sick look of glee on his face.

"Strong enough to have it all..." Goblin then grasped her by the throat and lifted her into the air, "Too weak to take it!"

He then punched her in the muzzle, sending her flying down the hallway and skidding to a stop on the floor. As Goblin walked forward, Twilight wiped blood from her mouth with the back of her foreleg. Twilight then lit up her horn and encased Goblin in a magical aura, holding him in place.

Twilight then moved her head, causing Goblin to be slammed into the wall. She moved it to her right, sending Goblin into that wall. She then moved up, down, left, and right, sending Goblin crashing into the walls, ceiling, and the ground. When Twilight released her hold on him, Goblin got back up off of the ground with ease, cackling like a madman.

"AHAHAHAHAHAHAHA!!!"

Twilight lit up her horn again, but before she could cast a spell, Goblin charged forward and kneed her in the chin, breaking her concentration. He then kicked her in the stomach, sending her into the ceiling. As she fell to the floor, Goblin bent down and grasped her by her horn.

Twilight screamed in absolute agony as Goblin squeezed her horn with his brutal strength. Goblin then raised her into the air and slammed her through the floor. As Twilight landed harshly on the floor below, Goblin jumped down and placed his foot on her chest.

He smiled, "You say that friendship is magic? That it can get you through anything?" He then leaned down toward her face and and chuckled evilly, "Well? Where's your friendship now?"

Venom was tired. In fact, he was exhausted. As he clung to the side of the castle, he held his side as he panted heavily. He then took notice of the rain. The thunder cracking in the sky. The lightning striking. He looked upwards towards the top of the castle.

He saw Carnage hang onto the pole on top of the castle. He then let out a mighty roar as the lightning struck behind him. Venom exhaled, he knew he wasn't going to win this. But he had to keep fighting. Venom then let go of his side and pulled himself up.

With a mighty leap, Venom soared through the air, making his way towards Carnage. When Carnage turned, he roared at his father. He shot forward several tendrils, each of them piercing Venom's body. But the Symbiote didn't let up. He didn't let the tendrils stop him.

Venom then got close enough and tackled Carnage off of the pole. They both clawed and bit at one another as they tumbled off of the top of the castle. They rolled off and fell off the castle. As they fell, they were tearing each other apart. Carnage was getting the upper hand as he bit into Venom's shoulder.

Venom roared as he dug his fingers into Carnage's eyes, causing the Symbiote to screech in pain. They eventually crashed down on the ground below, creating a crater where they landed. Venom groaned in pain as he tried to get back up. But he just didn't have the strength.

The last thing he saw before slipping into unconsciousness was Carnage limping away.

Spike, Night Light, and Velvet made their way down the stairs. The doors were in sight. They were gonna make it.

"Come on! We can make it!" Night Light shouted as they ran.

Velvet looked concerned, "But what about Twilight?"

Spike gave her a slight smile, "Don't worry! If anypony can fix this, it's Twilight!"

Suddenly, Goblin and Twilight crashed through the ceiling and landed on the floor harshly. Several pieces of the ceiling laid around them. It was then that Velvet noticed that Goblin was on top of Twilight.

Choking her.

Twilight looked hurt. Really hurt. She had several cuts on her face. Her horn could barely produce a spark. ANd she was bruised all over.

As she gasped for air, Goblin laughed in her face, "Your weakness, Twilight, is morality. It’s choking you! Can you feel it?"

Velvet had had enough and charged her horn. She took the spell from Spike's grip and looked it over. She then teleported in front of the madman and channeled enough magical properties. She then fired the spell at Goblin. When it hit him, he staggered a bit but overall.....

It did absolutely nothing.

Goblin glared at Velvet, "It didn’t work! Guess magic can't fix this "Curse"! Norman was right. She got it from you. That pathetic--" As Twilight turned her body around to face her mother Goblin slammed his foot down on Twilight's back, preventing her from getting up, "--sickness!"

As Goblin leaned down to Twilight's ear, Velvet lit up her horn while Spike and Night Light watched anxiously.

Goblin then whispered into Twilight's ear, "You tried to fix me--"

Twilight groaned as she spoke to Velvet, "Mom, go--"

"Now... I’m gonna fix you."

But Velvet won't leave. In fact, no-one noticed that outside, Goblin's glider was hovering outside the main doors. It extended it's blades, ready for the command.

Twilight pleads one last time, "Mom, run, please."

But it was too late as the glider burst through the doors and cut Velvet down, stabbing her in her side.

"MOM!!!"

As Velvet was launched across the room, Goblin walked towards his glider and leapt onto it, a pumpkin bomb in hand. He turned around to Twilight with a sick grin on his face.

"Twilight, Twilight, Twilight.... No good deed goes unpunished. You can thank me later."

Goblin glanced at Velvet, who was still moving on the ground. Twilight then noticed the pumpkin bomb. Her eyes widened as she realized what he was going to do. She mustered all the strength she could to get back up, but it was too late. Goblin tossed the bomb directly at Velvet.

Twilight tried to grab it with her magic, but the pain in her horn wouldn't allow it.

Night Light and Spike dashed towards Velvet but it was too late.

The bomb went off.

(End song)

The explosion filled the room, sending Twilight flying across the room while Spike and Night Light were launched into a wall behind them. Goblin cackled as he flew out of the castle, throwing two more bombs as he flew.

As Twilight struggled to get back up, she heard multiple explosions go off outside. She used her wing to move a piece of rubble off of her. Once she got up she saw Night Light and Spike get back up on the other side of the room.

"Spike, Dad! Are you both okay?!" Twilight asked.

But before either of them could answer, they heard a groan of pain in the center of the room. They each made their way to the source of the noise. As they got closer, the groans of pain got louder. Once they got to the center of the room, their eyes widened as they saw Velvet on the ground....lying on top of a pool of her own blood.

Twilight was the first to lean down and check on her.

"Mom? Mom, are you okay?" Twilight asked in panic.

Velvet groaned as she opened her eyes slightly, "T.....Twilight?"

Twilight nodded frantically, "Yes.....yes it's me!"

Velvet managed a slight chuckle, "I....I guess I got.....knocked on my flank......didn't I?"

Twilight started to feel tears in her eyes, "D-don't worry! I-I'll cast a healing spell! I-I-I-I'll make it right!!!"

Velvet simply shook her head, "Twilight......we both know that it's too late for that."

Twi shook her head, "No. No, I won't let this happen! I WON'T!!!"

Velvet simply reached for her daughter's cheek and wiped the tears away, "Twilight.....you.....have a gift. You.....have been given....a power. But with great power. There must also come great responsibility. And.....I know.....you'll make me proud."

Tears were streaming down both of her cheeks as Twilight turned to Spike and Night Light, who were crying as well. Velvet turned to Spike.

"Spike......I....I need you....to promise me..... Promise me....that you'll take care.....of my little filly....... Promise me."

Spike was bawling but managed to nod.

Velvet turned to Night Light, "Night Light?"

Night Light moved closer to her and grasped her hoof with his own, "Y-yeah, honey?"

Velvet was crying now too, "We......we made good parents....didn't we?"

Light nodded as tears fell, "Yeah.....yeah we did."

"Thank you....for making me the luckiest mare in the world...." Velvet then turned to Twilight, "Tell Shining.....that I love him."

Twilight sniffled, "I.....I will."

Velvet smiled, "I hope you all know....how much I love you all."

Twilight managed to smile slightly, "O-of course we know, Mom."

Velvet's eyes began to feel heavy, "Good......that's all......I ever......wanted...."

Velvet then closed her eyes for the final time. Her body fell limp as her hoof fell from Night Light's hoof. Her chest stopped moving. She was no longer breathing.

She was gone.

Twilight broke down right then and there. She cried into her mother's chest as Spike hugged Night Light. Twilight then screamed into the air, the pain being too much for her.

The doors leading into the room opened up as the princesses and the Mane 6 galloped in. But they stopped dead in their tracks at what they saw. Twilight bawling her eyes out. Spike and Night Light holding onto one another as they cried as well. Twilight Velvet.....completely still in the center of the room.

Applejack knew about loss. She lost her parents as well. She removed her hat and placed it over her chest as tears fell from her closed eyes. Rainbow simply looked away, not wanting anyone to see her cry. Pinkie's mane deflated as she openly sobbed. Rarity was crying as she comforted Fluttershy.

Luna felt tears fall from her eyes as she looked away. Celestia bowed her head as she shed tears of her own.

Twilight then began to shake. Her body full of rage and hatred. She gritted her teeth as tears were streaming down both of her cheeks. All she could see was red.

Celestia saw this and attempted to step towards her.

"Twilight-"

She was cut off as Twilight teleported out of the room. Celestia sighed. This was all her fault. Velvet was dead because of her. Her train of thought was broken however as she heard hoofsteps at the entrance. She looked up to see Cadance and Shining Armor standing in the door way. Cadance was openly sobbing into her husbands chest while Shining bowed his head, tears falling from his eyes.

Shining then approached his father and embraced him. Cadance went to Spike and gave him a big hug.

Celestia felt awful. This wasn't suppose to happen. Nopony was meant to die. The room was silent, except for those who were crying. Celestia swore that she could still hear the Green Goblin in the distance....

Cackling like the maniac he is.

Whatever A Spider Can

All was silent. Not a word was spoken. What could be said? What NEEDS to be said? Celestia sure didn't know. Even if she did, would she be able to? Everypony was gathered just outside the castle while the Royal Guards cleaned up the destruction Goblin left in his wake.

Twilight Velvet's body was taken away an hour ago, sent to the morgue. Celestia felt awful. And how couldn't she? This....all of this was her fault. She gave Twilight the means to ascend, which in turn broke the interdimensional barrier surrounding their dimension.

Those Multiversal Trespassers were here...... Because of her. Velvet was dead because of her.

She looked at the ponies around her. Rainbow and Applejack were dead silent. Their heads bent down in sorrow. Pinkie's mane was deflated, her coat and darkened. Rarity was shedding silent tears as she held onto Fluttershy, who was openly sobbing into her friend's chest. Luna had her giant wing on Cadance's shoulder, comforting her niece as she cried. Night Light had gone with the guards who took Velvet's body, wanting to be alone with her for one last time. Spike just sat there, tears in his eyes as he held his knees close to his chest. Shining Armor was just standing there, furthest away from the group, staring into the distance.

And Twilight Sparkle? She had teleported to parts unknown, wanting to be alone. Eddie Brock was leaning on a wall in a nearby corner, staying silent the entire time. Venom didn't utter a word either, not that he would no what to say.

The silence was broke as Applejack got off of her haunches and stood up, facing the group, "Well? What are we gonna do now?"

Celestia sighed as nopony else responded, clearly too shaken up about the events with the Green Goblin.

"I do not know, my little pony." Celestia responded with sadness in her voice.

"This is your fault."

Everypony turned to the source of the voice. Shining Armor, who had turned around to face the solar monarch, tears in his bloodshot eyes.

Cadance sniffled as she tried approaching her husband, "S-Shining-"

"Everything that has happened. All the destruction caused by these creatures, is because of you..." Shining said to Celestia in a shaking voice, completely ignoring Cadance.

Celestia bent her head down, "Shining Armor-"

Shining stomped his hoof down on the ground as his horn lit up, "MY MOTHER'S DEAD! BECAUSE. OF. YOU!!!" He then approached Celestia as tears streamed down his face, "YOU ascended Twily into an Alicorn! YOU caused the very thing protecting our world to break! YOU brought that monster here! ALL OF THIS IS BECAUSE OF YOU!!!"

Celestia had had enough as she flared her wings, "DON'T YOU THINK I KNOW THAT?!" Tears were streaming down both of her cheeks as she used the Royal Canterlot Voice, "I KNOW I WAS THE ONE TO CAUSE THIS! I KNOW I WAS THE ONE WHO DIDN'T THINK OF THE CONSEQUENCES!!! I KNOW THAT VELVET'S DEATH IS ON MY HOOVES!!! I DON'T NEED YOU TO REMIND ME!!!"

Pinkie put her hooves over her ears as tears began to fall, "STOP FIGHTING!"

Shining wouldn't let up, "WHY DID YOU EVEN THINK THAT ASCENDING TWILY WAS A GOOD IDEA?!"

"I THOUGHT SHE WAS READY!!!"

"WELL THANKS TO YOU, WE BOTH HAVE TO LIVE A LIFE WITHOUT OUR MOTHER!!! SO, THANK YOU, OH, HIGH AND WISE PRINCESS CELESTIA!!!" His voice was filled with sarcasm.

Applejack stepped toward them, "Now, everpony calm down-"

Celestia stomped her hoof, "IT WAS HER DESTINY, SHINING ARMOR!!! WHAT WOULD YOU HAVE ME DO?! IT WAS OUT OF MY HOOVES!!!"

Shining scoffed, "WELL CONGRATULATIONS! MY MOTHER, AND NOT TO MENTION, OTHER PONIES ARE DEAD! AND I. BLAME. YOU!" He pointed a hoof at her chest as he spoke.

Suddenly, Venom spoke for the first time in a while, "Eddie. We have company."

THWIP

Before Eddie could say anything, everpony turned to the sound of the strange noise. They looked around, but couldn't find the source.

THIWP

There it was again. What was that?

"Uh....Bad time?"

They all turned around to see a bipedal creature, sticking to the castle wall.

It was none other than the Webb-Verse Spider-Man.

Everyone stared in awe as Spidey jumped off the castle wall, flipping through the air and landing in front of the group. Before anyone could say anything, he took off his mask. He looked around at everyone with a small smile on his face.

Rainbow spoke for the first time since Velvet's death, "W-who the hay are you?"

He raised his hands up defensively, "I'm Peter Parker."

Applejack tilted her head, "Who?"

"I'm Spider-Man."

Everyone's ears perked up at that. The villains had mentioned someone called Spider-Man. From what they could gather at the time, he was some sort of hero.

Pinkie stepped forward, "Y-you're Spider-Man?"

Peter sighed as he lowered his hands, "In my world. But then yesterday, I was--" He looked around, unable to find the words to explain it, "I was just here." He then looked at the ponies before him, "In a world.....full of small, multi colored, ponies. This is weird, even for me."

Rainbow rolled her eyes, "Weird for you? How do you think we feel?"

Peter then began slowly walking around the group, finally being able to take this all in, "Wow... string theory, multidimensional reality, and matter displacement..." He looked at the group with amazement in his eyes, "All real?"

The Mane 6 all looked at each other before turning to Peter, "Yeah..." They all said reluctantly.

"Wow." Peter said, barely above a whisper, as he spun around, taking all of this in.

Rarity whispered into Rainbow's ear, "Darling, this has to be because of the spell." Rainbow nodded as a response.

Peter spun back around and turned to Rarity, "“The spell?” Like magic spell?"

Rarity then frantically shook her head, "No, no... there’s no spell."

"Magic’s real here too?"

Rarity looked at him, unsure of what to say, "Well...."

Rainbow then elbowed her in the ribs, "Rarity! Don't tell him anything! We don't even know if we can trust this guy!"

Pete gave Rainbow a deadpanned look, "I'm literally standing right here."

"We can trust 'im."

They all turned to Applejack, who had a stern look on her face. She turned to her friends, "Everythang he's been sayin', has been the honest truth." She then turned to Peter, "I believe him."

"Me too."

Cadance stepped forward, wiping the tears from her eyes as everyone turned to her, "I can feel something from him. His heart, is full of love. He's here to help us."

Cadance gave Peter a kind and gentle smile, to which Pete returned with a smile of his own. It was then that Peter finally took notice of Eddie Brock, "Oh, hey. Didn't notice you before."

Eddie then stepped forward towards Peter, "Welcome to the shit show that is our situation."

The two then shook hands, "Peter Parker."

"Eddie Brock."

"Don't forget about me, asshole!"

Eddie sighed as Venom's head emerged from his shoulder, startling Peter slightly.

"I am Venom."

Peter shook his head, taking him out of his dazed state, "Wow. Okay, that's new, creepy, and awesome at the same time."

As Venom returned inside Eddie's body, Peter turned to see Celestia approaching him. The two looked at each other before Celestia asked, "Can you help us?"

Peter then crossed his arms, "I'll do whatever I can to help."

(End song)

"That makes two of us."

Everyone turned to see someone swinging from building to building. Their silhouette seen thanks to Luna's moon. They all noticed that this figure could shoot webs, just like Peter. The figure then flipped through the air.

"WOO HOO!"

He then landed in front of everyone, Webb-Verse Spider-Man looked confused and shocked at the man who stood before them.

Look out, here comes Raimi-Verse Spider-Man.

Everyone present stared at him in shock and amazement. Two Spider-Men? How could that be? It was then that Raimi-Verse Spider-Man removed his mask, looking different to Webb-Verse Spider-Man in every way. Everyone stared at him in shock, nobody said a word.

The silence was broken when Raimi-Verse Peter waved his hand awkwardly and said, "Hello. Um, I hope it’s okay, I just swung in. Not really sure how to handle this."

Fluttershy then asked, "Are you...um....Peter Parker?"

Raimi-Verse Peter smiled kindly, "Yeah. I am." He noticed how Fluttershy looked nervous, he smiled gently towards her, "Hey, it's okay. You don't need to be frightened. I won't hurt you." He knelt down and stroked Fluttershy's mane. Flutterhsy eased up as she smiled to the wall crawler.

Raimi-Verse Peter stood back up and looked at Webb-Verse Peter, "Wow. Another me. Heh. This is something else."

Webb-Verse Peter chuckled, "Yeah. I guess it is."

Raimi-Verse Peter then took a look around at the ponies around him, "Little talking ponies. This is new."

"I just said that." Webb-Verse Peter said.

"Yeah, he just said that!" Pinkie added, her mane inflating a little bit.

Raimi-Verse Peter then took notice of Eddie, "Wait a second. Who're you?"

"Eddie Brock."

Peter's eyes widened, "E-Eddie Brock?"

Eddie looked confused, "....Yeah?"

Raimi-Verse Peter then looked at him, "So....You got the....um.....black alien thing?"

It was Eddie's turn to look surprised as Venom's head emerged from his shoulder, "I KNEW IT! I knew this guy looked familiar!"

Eddie turned to Venom, "Wait, how do you?"

"Hivemind, remember?", Venom then turned to Raimi-Verse Spider-Man, "You fought one of us, right?"

"Um...yeah."

Venom laughed, "HAH! That guy was a pussy!"

Raimi-Verse Peter pointed at Venom, "So... You're a good guy?"

"Pretty much!"

"Huh, guess anyone can be a hero. Even Eddie Brock." Raimi-Verse Peter then turned to the ponies, "I arrived here, no idea how, and decided to search my surroundings. Wouldn't you know it, I've heard about all of you. You're all heroes, you've defended those who can't defend themselves. I'll help you all in anyway I can."

Raimi-Verse Peter smiled at the ponies, who smiled back.

Webb-Verse Peter then noticed Spike, who looked shattered. He approached him and knelt down beside him, "Hey. What's your name?"

Spike sniffled and looked up at him with teary eyes, "S....Spike."

Webb-Verse Peter smiled, "Wow. That's an awesome name. What's wrong?"

Spike sniffled as he told Webb-Verse Peter what had happened between them and the Green Goblin. Raimi-Verse Peter, who heard the conversation, clenched his fists as he heard what Goblin had done. Once Spike was done, Webb-Verse Peter embraced the small dragon, to which the dragon returned as he cried into the heroes chest. As he stroked the back of the small dragon's head, he turned to Celestia.

"Any idea where she might have gone? Anywhere she might go to get away from everything?"

Celestia's eyes widened as she realized something.

"I know where Twilight is."

(End song)

With Great Power....

Twilight sat alone in her old tower in Canterlot, crying her heart out. How could this have happened? How could things have gone so wrong in a matter of moments? How could the Goblin do the things he did? How could he kill her mother.....and laugh about it.

Twilight then thought about him. The Green Goblin. The man who killed her mother. The man who laughed in her face as he killed her. Twilight then screamed in absolute rage as tears streamed down both of her cheeks. Her horn lit up as she grabbed hold of her massive book shelf with her magic and slammed it down on the ground, breaking it as the multiple books spread out from the crash.

Twilight then started firing magic blasts from her horn, destroying everything the blasts hit. Curtain drapes were ripped. Books were burnt. Scorch marks could be seen everywhere. As she cried, she stomped the ground with her hooves, she didn't stop until there was noticeable bruising on them.

She then collapsed to the floor in a sobbing mess, laying on her belly as her horn ceased glowing. She just couldn't understand it. How could there be beings out there who could do the things the Goblin did? How could they take an innocent life? How could they do it with a smile on their face?

It was then that she finally realized that the princesses were right. Not everypony could be redeemed. Sometimes, people don't change. Perhaps friendship isn't as magic as she once thought. She used to believe that everyone deserved a second chance. But not anymore. She now knows that some people don't deserve it. She now knows what true evil is.

She used to think that the likes of Discord, Chrysalis, and Sombra were evil. But Discord just wanted to mess around, he wanted to mess with ponies. He wasn't evil. Chrysalis wanted to feed her hive, she attacked because her subjects were dying. Although she did enjoy hurting innocent ponies. She was evil, but not pure evil. Sombra would be the closest to pure evil as he made the Crystal Ponies his slaves and smiled about it.

But none of them compared to the Goblin.

While the previous villains she faced did cause destruction, no one died. Goblin however relishes in the suffering of others. He kills and laughs about it. He enjoys what he does. He doesn't deserve friendship. He doesn't deserve forgiveness. Oh Faust, was she really thinking about this?

She's never had these thoughts before. But that's because she never truly hated her previous villains. Whereas with Green Goblin. She despises him. She loathes him. The world would be better without him! Sure she would lose everything, but so would he. The pros outweigh the cons. She gritted her teeth as she thought about him. That laughter. She started to see red. She wanted this. She wanted him gone! She wanted him.....

Dead.

She frowned as she put her face into her hooves and cried. She missed her mother so much. A sudden noise caught her attention. She turned to see Celestia, Luna, Cadance, Shining Armor, Eddie Brock, Spike, and her friends all standing at the doorway. She sniffled as they all gathered around her. They embraced one another in a massive group hug, Twilight crying her heart out while Eddie just stood to the side.

The hug ended as Cadance motioned to the giant window in her study. She turned as her eyes opened wide. She saw Raimi-Verse and Webb-Verse Spider-Man swing in from outside and land on the window. Twilight turned to Celestia, who used her magic to open the window and let the two heroes in.

They jumped from the window and landed in the study, removing their masks to show Twilight their faces. Twilight took a step back, but Cadance gave her a smile, but Twilight didn't return one as she turned to Raimi-Verse Spider-Man.

"Sorry... about Velvet."

She looked confused but then realized who they were when she looked at their chests. They had spiders on them. This was the Spider-Men the villains were talking about.

Her attention was caught by Webb-Verse Peter as he spoke, "Yeah, sorry. I’ve got some understanding of what it--"

Twilight shook her head, "No, no, no... please don’t tell me that you know what I’m going through."

This surprised everypony present. They had never seen Twilight act like that before. Webb-Verse Peter sighed. He knows she doesn't mean to sound ungrateful. She's hurting. He knows that better than anyone.

"Okay." He says in sorrow.

Twilight then looked defeated, and broken. Evident as she talked, "She’s gone. And it’s all my fault. She died for nothing. So I’m gonna do what I should have done in the first place." She glances at the scroll tucked under Cadance's wing.

Raimi-Verse Peter took a small step forward, "Twilight--"

Twilight then stomped her hoof on the ground and flared her wings, "Please, don’t! You don’t belong here, either of you. So I’m sending you home. Those other guys are from your worlds, right?" Webb-Verse Peter nodded, "So you deal with it. And if they die, if you kill them... that’s on you. It’s not my problem. I don’t care anymore. I’m done." She turned to her friends and family, "Please don't try and talk me out of this. This is my fault. I never should have completed that spell. There's nothing you can say to fix this. Friendship won't solve this. It isn't enough.

"I am not enough." She then turned to the web heads, her friends and family left in shock at Twilight's decision. She would usually be the one with the plan. The one to fix everything. But not this time. She had lost faith. She was broken. She sighed and gave an apologetic glance to the Spider-Men, "I’m so sorry that I dragged you into this. I'm sorry that I had caused this mess. But you have to go home now. Good luck."

She turned to Cadance and walked to her, but the Princess of Love took a step back. Twilight looked at her. Applejack then placed a hoof on her friend's shoulder.

"Hear 'em out, Sugarcube."

Rainbow then hovered towards Twilight, "Yeah. Listen to 'em, Twi."

Twilight sighed, but a voice caught her attention, "My uncle Ben was killed." Twilight's eyes widened as she turned around slowly, facing the Spider-Men as Raimi-Verse Peter continued, "It was my fault."

Webb-Verse Peter then had tears bridging his eyes, "I lost.... I lost Gwen. My, um... she was my "Special Somepony" as I believe it is said here." He turned to Rarity, who smiled and nodded. He turned back to Twilight and continued, "I couldn’t save her. I’m never gonna be able to forgive myself for that. But I carried on, tried to, um... try to keep going, try to keep being the uh... that “Friendly Neighborhood Spider-Man,” ‘cause I knew that’s what she would have wanted. But at some point, I just-- I stopped pulling my punches. I got rageful. I got bitter. I just don’t want you to end up like... like me."

Twilight felt tears returning to her eyes. He really did know what it was like to lose somepony you care about. She felt regretful for how she had treated them earlier.

Raimi-Verse Spider-Man then stepped forward, "The night Ben died, I hunted down the man who I thought did it. I wanted him dead. I got what I wanted. It didn’t make it better. It took me a long time to learn to get through that darkness."

Twilight choked a sob as she said something that completely shocked the ponies. They had never thought that these words would ever be uttered by her.

"I want to kill him. I want to tear him apart."

Rarity then stepped towards her friend, "Darling...you can't possibly mean--"

"I want him to suffer. For everything that he has done." While everypony else stared in shock, Applejack could only relate to what her friend was feeling. She wanted to kill the ones responsible for her parent's deaths. She wanted them dead so badly. But she knew that it wouldn't be what they wanted for their daughter. She was going to help Twilight overcome that darkness.

Twilight then continued, "I can still hear her voice in my head. Even after she was hurt, she said to me that she was proud of me. That we did the right thing. She told me that, “With great power--”

"--”Comes great responsibility.” Raimi-Verse Peter finished.

Twilight looked at him in bewilderment, "Wait, what? How do you know that?"

Webb-Verse Peter smiled, "Uncle Ben said it."

"The day he died." Raimi-Verse Peter finished solemnly.

They all looked at each other. Twilight finally realized that these Spider-Men and her, were bound together by these words. A new friendship forged between worlds. Celestia gave an unnoticed smile. They got through to her.

Raimi-Verse Peter said, "Maybe she didn’t die for nothing, Twilight."

They smiled at her, and she smiled back. Pinkie then took a step forward, "So.... What do we do now?"

Webb-Verse Peter smirked, "Got a lab?"

They all gathered in the science lab inside Celestia's School for Gifted Unicorns. Twilight then approached a work bench with the two Spider-Men behind her and placed each individual scroll on the bench. She spread them out to tell the difference between the spells.

"Okay, let's get started. I can finish the spells to cure Dillion and Marko. But I can't come up with a spell to help Connors and...." She hesitates to say his name as she sighs and continues, "The spell I had prepared for...him....didn't work when..... Anyways, so there lies the problem."

Webb-Verse Peter then looks around to see some chemicals around. Maybe, just maybe...

He turned to his new friends, "Oh, I got Connors. I’ve already cured him once, so no big deal. I can use some of the chemicals in this science lab to make something up."

Twilight nods, "Okay, great." She turns to her friends, "Girls. Help out however you can, okay?"

Rainbow smirked, "You know we will, Twi."

Fluttershy smiled, "We have your back."

As Webb-Verse Peter went off to create a cure for Connors, Raimi-Verse Peter looked down in thought, "I think I can make an anti-serum for Dr. Osborn. Been thinking about it a long time."

He turns to see Twilight looking conflicted, "We gotta cure all of ‘em, right?"

Twilight sighed and nodded reluctantly, "Right."

Raimi-Verse Peter gave her a small smile and placed a hand on her shoulder, "That’s what we do." Raimi-Verse Peter then walked away to work on the cure for Norman Osborn. Twilight sighed as her friends approached her.

"Ya alright, Sugarcube?" Applejack asked in concern.

Twilight sighed, "I don't know. I'm just....trying to focus on getting this done." She looked to her friends with sadness in her eyes, "Girls. I....I just wanna say that--"

Pinkie then tackled the Alicorn in a bone crushing hug, "You don't need to say anything. We get it. And we undertand that you're going through what could be the worst thing in your life."

"Yeah, Twi. But don't worry. You can always talk to us about it. We'd never leave you hanging." Rainbow reassured her friend.

"We're with you until the end, darling." Rarity added.

Fluttershy nodded, "Always."

Applejack then placed a hoof on Twilight's shoulder, "Ah know what it's like to lose your parents. If ya ever need to talk. Ah'm here."

Twilight felt her eyes stinging with tears as she embraced her friends in a group hug. She knew they had her back. She knew that they would always be there for her. She really couldn't ask for better friends. Cadance smiled at the sight and turned to Shining, who looked down in sadness.

She sighed, "Shiny--"

"I should've been there."

"Shining...."

"If I had been there, maybe I could have saved her. Maybe I could've done something. Maybe--"

Shining was cut off as Cadance placed a hoof over his mouth. She gave him a stern look, "Don't you dare put Velvet's death on yourself. Twilight asked us to watch the spell to send them all home. If we had been there, we might've died too. Velvet wouldn't want that. Don't put it on you. It doesn't suit you."

Shining and Cadance then embraced one another, not giving any sign of letting go anytime soon. Webb-Verse Peter watched the display as he worked on the cure for Connors, sadness evident in his eyes. Raimi-Verse saw this as he worked on Osborn's cure.

"You have someone?" He asked.

Webb-Verse Peter shook his head as he regained focus, "No. I got no time for uh, Peter Parker stuff, you know? Do you?"

Raimi-Verse Peter shrugged, "Uh, that’s a little complicated."

Webb-Verse Peter nodded in understanding, "No, I understand. I guess it’s just not in the cards for guys like us."

"Well, I wouldn’t give up. It took a while, but... we made it work."

Webb-Verse Peter looked happy for him, "Yeah?"

Raimi-Verse Peter nodded, "Yeah."

As the two Spider-Men went back to work, Celestia approached Eddie Brock, who was staring outside the window.

"You okay?" She asked.

Eddie shrugged, "I guess. Just wanna get this over with so I can go back home."

"What about Venom?"

"He just wants to kill Cletus."

Celestia's eyes widened, "Well, we're going to try and avoid that."

Eddie chuckled, "Good luck with that."

Celestia then sighed, "So, do you have a way to cure Cletus?"

"Fire and sound."

"Pardon?"

Eddie turned to Celestia, "Symbiotes are sensitive to fire and sound. Give em enough of it, and they'll separate from their host."

Celestia then smiled, "I might be able to help with that."

As Celestia and Eddie continued talking, Spike walked to Raimi-Verse Peter as he mixed some chemicals to create the anti-serum.

"So, do you have a best friend too?" Spike asked.

Raimi-Verse Peter then sighed in sadness, "I did."

Spike looked confused, "You did?"

Tears welled up in Raimi-Verse Peter's eyes, "He died in my arms, after he tried to kill me." He wiped his eyes, "He died saving me. It was heartbreaking."

Spike then had a contemplating look on his face. Would that happen between him and Twilight? He had a lot to think about. Twilight placed the final scroll on the workbench and exhaled, "Alright. The spells are ready!"

The Spider-Men and the others all approached her.

Webb-Verse Peter held up a metal canister in his hand, "Yeah. Me too. Okay, so now all we gotta do is lure these guys some place, right? Try to cure them while they try to kill us, and then send them home."

"Using a magic scroll." Raimi-Verse Peter added.

Twilight smiled and nodded, "That's the plan."

As Webb-Verse Peter loaded up his web cartridges, Raimi-Verse Peter looked confused, "What's that for?"

Webb-Verse Peter turned to his counterpart, "Hmm? Uh, it’s my web fluid, it’s for my web shooters. Why?"

Raimi-Verse Peter then shoots webbing from his wrist, hitting a nearby beaker. Everyone present looked shocked.

"Wowie!" Pinkie exclaimed.

Rainbow looked star struck, "T...That came out of you!"

"Yeah," he then turned to Webb-Verse Peter, "You can't do that, huh?"

His counterpart shook his head as he leaned in close to Raimi-Verse Peter's wrists, "How on earth does that even...?"

Twilight shook her head, "As much as I want to explore how that even works, we're getting sidetracked here. We need to lure them out into an open area."

Luna then stepped forward, "What about Manehatten?"

Celestia then nodded in agreement, "That could work. We could evacuate the area of civilians so nopony gets hurt."

Twilight nodded, "That could work. We draw them there with the scroll. It’s the one thing they all want."

"And end this once and for all." Rainbow added.

Celestia turned to Eddie, "You coming?"

Eddie smirked as he was engulfed by Venom. Once the transformation was complete, Venom licked his teeth, "Let's kick some ass."

Raimi-Verse Peter shook his head, this Venom was way bigger than the one he fought. He then corrected the Symbiote, "Cure. Cure some ass."

Venom shrugged, "Whatever."

Twilight then looked around to each of her friends, old and new. She had a determined look on her face as she spread her wings.

"Alright. Let's finish this."

A Sinister Brawl

Twilight and the others popped into existence thanks to Celestia's teleportation spell. They wound up in Equestria's equivalent of Times Square, Mane Square. Twilight then turned and nodded to her friends, each of them getting into action. Celestia and Luna took to the air and gathered the attention of everypony in Manehatten.

"ATTENTION! THOU MUST LEAVE THIS AREA IMMEDIATELY!" Luna shouted in the Royal Canterlot Voice.

"THIS AREA IS ABOUT TO BECOME VERY DANGEROUS! EVACUATE NOW!" Celestia added.

As the ponies of Manehatten began to evacuate, the two Spider-Men and Venom got to action, with the two web slingers swinging into the air while Venom leaped onto the side of a building to get into position. As the two Spider-Men placed the cures for Lizard inside a cannon and the cure for Goblin behind a giant monitor, Twilight nodded to Rainbow Dash.

"Alright, Rainbow. Let them know where we are."

RD nodded as she took to the air. Everyone watched as the rainbow maned mare shot straight up into the air. Once she was high enough, she shot downwards at high speeds. Everyone watched anxiously as she got closer to the ground. Rainbow gritted her teeth as she went faster and faster until.

BOOM!!!

A rainbow blast filled the sky. Rainbow just performed a Sonic Rainboom, all according to plan.

As Rainbow landed down on the ground, Twilight approached her friend a put a hoof on her shoulder, "Great job, Rainbow. Now go get into position. They could be here any minute."

Rainbow saluted and took off into the sky as Twilight flew to the building with three giant monitors attached to it. She landed on the roof, where the Spider-Men and Venom were waiting. She then made the scroll appear with her magic and placed it under her wing.

"Okay, guys. They could be here any minute now. So get ready." Twilight informed her new friends.

As Venom and Raimi-Verse Peter nodded, Webb-Verse Peter stared off into the distance.

"You know Max was, like, the sweetest guy ever... before he fell into a pool of electric eels."

Raimi-Verse Peter didn't look surprised, "That'll do it."

It was then that Raimi-Verse Peter’s back tensed up, causing him to stretch.

"And there it goes."

Webb-Verse Peter turned to his counterpart, "You okay?"

"Oh, it’s my back. It’s kinda stiff from all the swinging I guess."

"Oh yeah, no, I got a middle back thing too."

"Really?"

"Yeah. You want me to crack it?"

Raimi-Verse Peter looked at his counterpart before answering, "Yeah! Yeah, that’d be great."

As the two Spider-Men approached one another, Raimi-Verse Peter crossed his arms as Webb-Verse Peter lifts him up and cracks his back. He puts him down as he asks, "How's that?"

"Wow. That's good."

"Right?"

"Yeah."

"That's why I prefer to leap from building to building. Works out the arm muscles and you don't get a back problem." Venom inputted.

Twilight raised an eyebrow, "But you cause property damage."

Venom shrugged, "Meh."

Webb-Verse Peter then sits down on the roof as Raimi-Verse Peter leaned against the door leading to the staircase.

"Ah, this is so cool. I always wanted brothers." Twilight then looked a little hurt that she wasn't included, "AND SISTERS! Can't forget about you." He quickly saved. He then looked to Raimi-Verse Peter and asked, "So you, like, make your own web fluid in your body?!"

Raimi-Verse Peter then had a defensive look on his face, "I’d rather not talk about this."

"No! I don’t mean to--"

"But are you teasing me--?"

Twilight then decided to chime in, "No, no, no! No, no, no... he’s not teasing you. It’s just that, he can’t do that, so naturally he’s curious as to how your web situation works. That’s all."

"But if it’s personal, I don’t want to, like, pry. But I just think it’s cool."

"No, I wish I could tell you, but it’s like I don’t do it. Like I don’t... like I don’t “do breathing.” Like, breathing just happens." Raimi-Verse Peter explained.

"Woah..."

Venom then decided to add his own input, "So, does it just come out of your wrists? Or... does it come out of anywhere else?"

"Dude!" Eddie exclaimed through their shared link.

Raimi-Verse Peter felt a little awkward by that question, "Only... only the wrists."

"You’ve never had a web block? ‘Cause I run out of webs all the time. I have to make my own in a lab. And it’s a hassle compared to what you got." Webb-Verse Peter said.

"That sounds like a hassle. Yeah... but I did actually, you said that, I was like, “Oh! I had a web block.”" Raimi-Verse Peter replied.

"Whoa... why?"

"Existential crisis stuff." He replied.

Webb-Verse Peter nodded in understanding, "Yeah, I mean, like, don’t get me started on that."

Twilight then asked, "I'm curious. What are some of the craziest villains that you guys have fought?"

"Seems you've met some of them."

"That’s a good question."

"Well, we've only fought two. And they were both Symbiotes. One wanted to go to space to start an alien invasion, so we blew him up in a rocket."

Twilight's eyes widened, "Oh."

Raimi-Verse Peter looked up in thought, "Yeah, I fought a... an alien made out of black goo once."

Venom gave him a glance at the word "alien".

Twilight then stepped forward, "Well, my friends and I have fought a bug pony who can change into different ponies. A unicorn who was the master of Dark Magic. And a Chaos God."

Raimi-Verse Peter looked shocked, "Oh!"

"Yeah, he could just snap his talons and cause chaos all around him."

"I want to fight a God and an alien." Webb-Verse Peter added.

"I’m, I’m-- I’m still, like... that you’ve fought a God... Like wow." Raimi-Verse Peter said to Twilight.

Webb-Verse Peter sighs, "I’m lame. Compared-- Like, I fought a Russian guy in, like, a rhinoceros machine."

"Can we wind it back to the “I’m lame” part? ‘Cause you are not."

"Aw, thanks. No, yeah, I appreciate it. I’m not saying, “I’m lame.” I’m just saying, like--"

"But it’s just the self-talk maybe we should, you know..."

"Yeah, listen, uh..."

"‘Cause you’re... you’re amazing. Just to take it in for a minute."

"Yeah, yeah, yeah, I can take it in. No, I can take it in."

"You... you are amazing."

"I can take it in."

"You are amazing!"

"Thank you. Yeah--"

"Will you say it?"

"No, I kinda need to hear that. Thank you."

Suddenly, a spark of electricity shot out of one of the monitors on the building, getting everyone's attention.

"Looks like they're here."

Raimi-Verse Peter looks to his counterpart, his Spider-Sense going off, "You feel that?"

"Yeah."

Suddenly, the monitor exploded, shattering as Electro appeared, hovering in front of the building in a new suit.

Twilight then took notice of the glowing artefact on his chest. Her eye's widened as she realized what it was. It was a piece of the Crystal Heart. He was using it to power himself up. She deduced that all the wires around his body came from inside the monitor he just destroyed. She needed to get that piece back, otherwise the Crystal Empire would be destroyed.

"Sup, Twilight? How do you like the new, new?" He asked as yellow electricity sparked around him. He glanced down at the scroll under her wing, "Look, you give it to me, I’m gonna destroy it. Hehehe. But I’ll let you live. Don’t make me a murderer, Twilight."

Twilight then took off into the sky with Electro giving chase. Venom leaped onto another building while Twilight got into position. Once she was high enough, she waited as Electro flew up towards her. Her horn lit up for a moment before dimming down.

"There! I've made a psychic connection between the four of us! Do it now!"

As Electro approached her, a rope of webbing attached itself to his chest. He looked confused before he heard an oh so familiar voice.

"HEY, MAX!"

He looked down as Webb-Verse Spider-Man, who had his mask on, Web Zipped toward him.

"I MISSED YA, MAN!"

He then socked Electro in the jaw, getting him off of Twilight's back. Twilight took this moment to fly down towards Cadance and Shining Armor. She landed in front of them and handed Cadance the scroll.

"Okay, you and the girls get out of here! Stick to the plan. Get that scroll out of here!"

Before they could reply, she took off to the sky to rejoin the battle.

Venom leaped from building to building, making his way toward Webb-Verse Spider-Man and Electro. He just had to leap over one more building. But suddenly, he was tackled in mid-air and was falling to the streets below.

"Really wish we had webbing to swing with!"

He crashed to the ground, hard.

As he tried to get back up, a foot was pressed on his chest. He looked up to see Carnage, snarling down at him.

"Hello, father! Don't I get a hug?"

Meanwhile on the street, a sewer latch opened as The Lizard climbed up from the sewers. Once he climbed to the street, he looked up and roared a mighty roar.

Webb-Verse Spider-Man swung onto a rooftop, narrowly avoiding an electric blast from Electro. Once he landed, he raised his hands defensively and pleaded, "Max! Max, Max... can we just talk for a second? Just you and me, just talk?"

As Electro hovered in front of the building, he smirked, "Look who showed up! My old friend, Spider-Man."

"I’m trying to save you, Max. That’s all I’ve ever wanted."

Electro shook his head, "You’re not trying to save me."

"I am."

Electro raised an eyebrow, "Really? You call blowing me up "saving me"?"

Webb-Verse Spider-Man was at a loss for words, "Ah.....Ok.....But..... Okay, that's a bad example!"

Electro scoffed, "You ain’t even the shit no more."

Spidey sighed in defeat as Electro continued, "Don’t worry about me. I saved myself. Burn up!"

He then shot two blasts of electricity from both of his hands. Pete ran off the edge of the building and swung away while Max gave chase.

"Well, I got his attention. Now what?" He asked via their psychic link.

Raimi-Verse Peter swung from building to building as he replied, "Okay, great!" Suddenly, he felt something tug on his leg. He looked down to see The Lizard holding onto his leg, "Just FYI! Dr. Connors is here too!" He screamed as Connors pulled him down, snapping the webbing he was swinging on.

They both rolled and tumbled on a gravely rooftop. As they both got back up, Raimi-Verse Peter began to plead, "Dr. Connors. I know you don't know me, but I know you. In my world, you were my teacher. You've worked your whole life to help people. Please."

Lizard smiled, "I am helping people, Peter. This is the next step in human evolution. And you're getting in the way of that!"

"I missed the part where that's my problem."

Lizard roared as he charged towards Peter, who flipped over the giant lizard.

(End song)

Twilight flew around as she saw Webb-Verse Peter flipping and webbing his way around Electro’s pummeling bolts.

"Twilight, I need Max's cure!"

Twilight was about to fly towards him, spell ready, but then...

"A LITTLE HELP WOULD BE NICE!!! PLEASE AND THANK YOU!!!"

She looked down to see Venom battling Carnage. Both Symbiotes being pummeled into walls as they fought.

She was about to fly down towards him when....

"Twilight! I need Connor's cure!"

She looks to the small building to her left and sees Raimi-Verse Peter flipping over the raging Lizard.

Twilight started to panic, who should she save? "Okay. Okay. Just lemme think--"

She was cut off as a giant sand fist burst through the building behind her and grabbed hold of her. She turned her head to see the sand form Flint Marko's face, "Where's the scroll, Twilight?"

"Mr. Marko! We can help--"

"I DON'T CARE!!!"

As Twilight begins to charge a spell, she was then thrown onto a nearby roof causing her to accidentally fire a magic blast at Webb-Verse Peter, which sends him flying as he shoots a web, which accidentally went into Raimi-Verse Peter's eye.

"Sorry!"

He rips the webbing from his mask, "Ugh. Gross!"

While he wasn't looking, Lizard wacked him off of the roof with his tail. He then accidentally crashes into Venom, knocking them both down.

"Seriously?!"

Carnage roars as he takes this opportunity to charge toward them. Peter quickly swung into the air while Venom leapt onto the side of a nearby building, escaping Carnage's claws. Electro took notice of the other villains and decided to make things go in his favor.

"Sad to tell you, Sandman. Nobody’s going home!"

Electro then released a burst of electricity from within himself, thanks to the piece of the Crystal Heart. The burst of electricity sent all the villains back, Sandman turning into a sandstorm to avoid it, surrounding the building Twilight was on, while Carnage and Lizard leapt from building to building, avoiding the strikes of electricity.

Suddenly, Electro was blasted into the side of a building by a rainbow colored blur. He shook his head as Luna and Dash hovered in front of him. He gritted his teeth as he fires a blast of electricity from his hands, causing the two mares to fly in opposite directions to avoid getting hit.

Carnage roared as he prepared to leap from the sie of the building he was hanging on. But he was blasted to the ground by a yellow beam of magic. As he got back up, Celestia landed in front of him with hatred written all across her face.

"YOU SHALL PAY FOR THE DEATHS YOU'VE CAUSED, MONSTER!"

Carnage simply roared in response as the two charged at one another.

As the sandstorm surrounded Twilight, she turned and saw both Spider-Men and Venom hop onto the roof and approach her.

"What the hell is going on out there?! I keep yelling, "I need the cure, I need the cure" and no one is listening..." Webb-Verse Spider-Man exclaimed.

"I know, I keep doing the same and..." Raimi-Verse Spider-Man added.

"We're getting our asses kicked while all of you...." Venom yelled.

Twilight had heard enough and shouted, "EVERYPONY STOP ARGUING AND LISTEN! Look, we're clearly not very good at this."

"I know, I know, we suck. I-- I don’t know how to work as a team." Webb-Verse Peter replied.

"Me neither." Raimi-Verse Peter added.

"We really suck at this. We got no clue how to do this." Venom added.

"Well I do! Okay, I'm part of a team! Me and my friends are the bearers of the Elements of Harmony!"

Raimi-Verse Peter's eyes widened, "The Elements of Harmony?"

Twilight nodded, "Yes!"

"That's great!"

"Thank you!"

"What is that?"

Twilight looked at the web slinger in confusion, "Wait, you don't know what the Elements are?"

Webb-Verse Peter stepped forward, "Is that like a band? Are you in a band?"

Twilight shook her head, "No, I’m not in a band. No, the Elements of Harmony are uh, uh--"

Raimi-Verse Peter started to get frustrated as this was getting no where, "How’s this helping?!"

Twilight shook her head and looked determined, "Look, it’s not important. All we gotta do is focus, trust each other, and coordinate our attacks, okay?"

Raimi-Verse Peter started to regain focus, "Yes, okay. Let's pick one target."

"We take them off the board one at a time." Webb-Verse Peter added.

Twilight smiled, "Exactly!"

"Alright. Let's kick some ass!" Venom added.

Both Spider-Men looked at one another, "Peter 1?" Webb-Verse Peter pointed at Raimi-Verse Peter.

Raimi-Verse Peter nodded, "And you're Peter 2."

Twilight then flared her wings, "Great! Now that that's sorted! Let's get out there and--"

But as they were all moving, Webb-Verse Peter stopped them, "Wait, wait, wait, wait, wait!"

They all stopped and turned back to him, "I love you guys!"

Twilight giggled at the gesture while the other two felt a little awkward but nodded, "Thank you!" Raimi-Verse Peter replied.

"Alright! Let's do this!" Twilight said as they all ran toward the edge of the roof.

They all then jumped off, all cheering as Twilight flew beside the swinging Spider-Men while Venom slid down the side of the building and leaped off of it and landed on the ground. As Carnage roared at Celestia, the princess turned her head and flew over to Venom with Carnage giving chase.

As Luna and Rainbow Dash avoided the blasts of electricity from Electro, they made their way to where Venom and Celestia were and landed next to them, soon joined by Shining, Cadance, and the Mane 6. Suddenly, the two Spider-Men landed in front of the group, soon joined by Twilight, who stood in front of the massive group.

They all faced the ensemble of villains. Carnage landing on the other side of the street. He roared as Lizard jumped from a nearby roof top and landed next to the Symbiote. The sandstorm moved from the building and moved next to the two villains, the storm morphing into Flint's face. Electro then hovered above the group of villains, electricity crackling around him.

This was it. The fight to save their dimension.

The battle against the Sinister Syndicate.

Carnage roared as he leapt into the air, commencing the battle, soon followed by Electro and Lizard, Sandman simply formed a giant fist and threw a massive punch at the group of heroes. Twilight and the others who could fly took to the air as the Spider-Men and Venom also leapt into the air while the others simply charged forward.

Webb-Verse Spider-Man kicked Lizard in the face while Raimi-Verse Spidey web zipped to Electro and socked him in the jaw. Venom tackled Carnage to the ground while the others either flew over or ducked under Sandman's punch. The Unicorns fired magic blasts from their horns at Sandman, who grunted in annoyance as he swooped forward in his sandstorm form and sent them all back.

Both Spider-Men quickly swung away as Lizard and Electro recovered. Electro had eyes on Twilight as he fired multiple electric blasts from his hands. Twilight, thinking quickly, outmaneuvered the blasts of electricity and communicated with Venom and the Spider-Men through their shared mind link.

"Okay, guys! Mr. Marko is first!"

Raimi-Verse Spidey somehow got Sandman's attention and led him to the building they were just on, "I'm gonna lead him to the top of the building!"

Twilight nodded, "I'll meet you up there! Venom, Peter 2! Keep the others busy! Work with my friends to keep them off our backs!"

"Got it!"

"Yep!"

Webb-Verse Spidey was fighting Lizard alongside Applejack, Rarity, and Pinkie Pie. As the Party Pony bounced around the man turned lizard, Connors grabbed her by her tail and shot her across the street, using her like a slingshot. Rarity used her magic to try and hold him in place as Webb-Verse Spidey webbed him up as AJ threw her lasso around Lizard's neck.

Lizard roared as he broke the webbing as Rarity fell to the ground due to the strain her magic was taking in her body. Lizard grabbed the lasso and broke it. Before he could charge at AJ, Peter kicked him in the back. Focusing his attention on Spidey, Lizard smirked as he saw Peter swinging back towards him.

Spidey shot a rope of web at Lizard, but Lizard grabbed the web before it hit his chest and tugged on it harshly. Once close enough, Lizard grabbed Peter by the neck and slammed him to the ground.

"Hey, Doctor Connors..."

Lizard smirked, "Hello, Peter."

Webb-Verse Peter looks up to see Twilight flying up towards the building....with Electro trailing her. As Twilight dodged several blasts of electricity, the villain is doing the same as he has to keep dodging blasts from Luna and Cadance, who are flying after him.

As Electro prepared another electric blast, he was suddenly hit in the face by a cyan blur. Rainbow Dash flew back around, ready to hit Electro again. But Electro was not having it as he hit Rainbow in the chest with an electric blast. As the cyan mare fell to the ground with Luna and Cadance flying down to grab her before she landed, Electro fired another blast at Twilight, actually hitting her in the back and sending her crashing into one of the windows in the building.

As Sandman was giving chase, Raimi-Verse Spider-Man landed on the roof to face the massive sandstorm surrounding the building.

"Flint! We’re trying to help you!"

But he wouldn't listen as the storm started to enclose itself around the building.

"Guys, I’m at the top. I need the cure!"

Twilight then shot out of the building and flew up towards Sandman. Electro noticed this and prepared another blast, only to be hit in the back by Luna, who wasn't happy. Twilight used this distraction to fly up to the top of the building, charging her horn as she flew.

The storm was closing in as Peter was starting to lose air. He collapsed to his knees, running out of time. Twilight made it to the top and gritted her teeth. She then screamed as she fired the cure from her horn, hitting the sandstorm. The magic spread all around the sandstorm until it stopped.

The sandstorm then began to fade away. Once the sandstorm was gone, she saw Flint Marko, panting heavily as he returned to human form.

The Sandman was no more.

(End song)

Peter got back up and removed his mask as he turned to Flint, who looked at his body, he was human again.

Pete smiled, amazed at what just happened. It actually worked, "It’s okay, Flint. We’re gonna get you home. Just... stay right here."

As Applejack, Rarity, and Pinkie got back up to their hooves, they saw Lizard on top of Peter, trying to bite his face. But Peter was having none of it.

"Just wait--"

He kicked Lizard in the face, freeing him from his grip.

"--Your--"

He webbed Lizards' feet to the ground.

"--Turn, Doc!"

He then punched Lizard in the face, knocking him unconscious....for now.

Pete looks down at Connors, "I’ll be right back."

He regrouped with the others as they ran towards Electro, not noticing Lizards' eyes snapping open.

Rainbow was blasted into the side of a building by an electric blast. Luna and Cadance weren't fairing any better as they were panting heavily while Electro was doing just fine. He smiled as he shot electricity into the air. Suddenly, both Spider-Men jumped from their webs they were swinging on and stuck onto the side of the building, landing next to Rainbow Dash.

Twilight then hovered in front of the building with Webb-Verse Spider-Man asking, "How do we stop him? I've never seen him this powerful!"

Twilight turned her head to the wall crawler, "Dillion has a piece of the Crystal Heart on his chest."

Raimi-Verse Spidey tilted his head, "I'm guessing that's bad."

"It's worse than bad. I can't cure him with the piece of the Heart powering him up. But if we don't get it back in time, the Crystal Empire will become a barren wasteland of ice and snow."

Webb-Verse Peter nods, "So....get the heart thingy and safe Max and an entire Empire? Sounds peachy."

Electro shook his head, "You’re not gonna take this away from me."

Webb-Verse Peter webbed the crystal on his chest, but Electro just ripped it off.

He smirked, "That’s not gonna work!"

Electro then fired a blast at the building, causing RD, Twilight and the Spider-Men to quickly move to avoid getting hit. Twilight tired firing a blast at the villain, but Electro swerved to the right, avoiding it, and blasting Twilight in the chest, sending her to the ground, hard.

Both Spidey's looked at each other as Luna tried to hit Max from behind, but he quickly turned around and blasted her into Cadance, who was flying towards the two.

"Okay, we gotta do this up close. I'll go right, you go left!" Raimi-Verse Spidey said to his counterpart, who nodded in response.

The two Spider-Men jumped from the building, crisscrossing one another as they shot webbing at Electro, securing him. As he struggled to break free, Rainbow took this chance to try and grab the crystal. But she was only blasted in the chest by Electro, who fired a blast from the crystal itself.

Max crackled with power as he broke free from the webbing as both Spider-Men leapt towards him. Max blasted Raimi-Verse Peter into one of the windows of the building while he grabbed Webb-Verse Spidey with his electricity and held him in mid-air, zapping him with his power.

Spidey screamed in pain as Max laughed. He turned to see the other Spider-Man jump out of the building and ready a punch.

(End song)

Only to be grabbed by a mechanical tentacle, which shot out of one of the building's windows. Another tentacle shot out and grabbed Webb-Verse Peter by the chest. Electro turned his head to see Doc Ock smash through one of the windows and approach Electro.

"Leave them. They’re mine."

Electro shook his head, "I don’t need your help. I’ve got it just fine."

Raimi-Verse Peter shook his head, pleading, "Dr. Octavius, no..."

But suddenly, one of Ock's tentacles grabbed Electro by the chest. Electro grabbed the tentacle and tried to rip it off.

"What are you doing?!"

Otto turned as he placed the two Spidey's safely on the roof.

"Get it off of me!"

Otto then looked to the ground to see Twilight getting back up, "Miss Sparkle! Now would be a good time to use that cure!"

Twilight nodded as she took flight. Otto then used his tentacle to grab the crystal and rip it from Electro's chest. Max could feel the power draining away.

"There you go."

Twilight then hovered behind Electro and fired the curing spell at Max's back. The magic surrounding him as the electricity around him disappeared.

Electro has been powered down. Permanently.

(End song)

Lizard roared as he grabbed the webbing on his feet and ripped them to shreds. He saw Otto place Max safely on the ground. He then took notice of Cadance, who had the scroll under her wing. He grinned as he made a move for it. But suddenly, Applejack jumped onto his back and hit him in the head, repeatedly.

Lizard roared as he grabbed the mare and slammed her to the ground. He roared in her face, but his body was suddenly wrapped in confetti, much to his confusion. He then looked to Pinkie Pie, who was loading her Party Cannon. She smiled as she fired a giant cake at Connors.

The cake hit him, but he was suddenly engulfed by a green mist. The cure was placed inside the cake. Pinkie's idea worked. As Lizard coughed and gagged, he started transforming back into a human. Pinkie, Rarity, and Applejack approached the man slowly, unsure if he was still dangerous.

It was then that they saw what could have possibly drove him to turning into a lizard. He only had one arm. Rarity covered her mouth with her hoof while Applejack looked down in sadness. Pinkie started tearing up, as did Dr. Curt Connors.

"Dr. Connors. W....welcome back, sir." Rarity said to the man.

Connors merely nodded as tears fell down his cheeks, "I'm sorry. I'm so, so, sorry."

Pinkie then hugged him, not to the surprise of anypony present, "I know."

As Fluttershy hid with Spike in one of the alleyways, they watched as Celestia and Shining Armor were slammed into the ground by two giant red tendrils. The tendrils let go as Carnage roared at Venom, who was getting back to his feet. Carnage doesn't even give him the chance to act as he shot forward a spiked tendril and impaled Venom in the chest.

Carnage roared as he swung Venom into the side of a building. He retracted his tendril and turned to the downed Shining Armor. As he slowly approached him, Fluttershy decided that enough was enough and rushed out there.

"FLUTTERSHY, WAIT!" Spike shouted as he watched his friend gallop towards Carnage.

Carnage's shadow loomed over Shining Armor, the stallion tried to get up, but he fell back down, unable to get back up. Carnage licked his teeth as his hand transformed into an axe. He raised it over his head, ready to finish him. He would have too, but he was stopped as Fluttershy flew in front of him and glared at the red monster.

"HOW DARE YOU!!! YOU THINK JUST BECAUSE YOU'RE BIG AND SCARY THAT YOU CAN JUST HURT MY FRIENDS AND GET AWAY WITH IT?! NOT ON MY WATCH, BUSTER! YOU'D BETTER APOLOGIZE RIGHT NOW, OR I'LL GIVE YOU THE STARE!"

Carnage responded by roaring in her face. While terrified, she wasn't deterred. She then gave him The Stare. She was expecting him to feel remorse for his actions. But to her shock, he simply stepped closer with a grin on his face. Fluttershy's confidence just shattered. He wasn't being affected by The Stare. Impossible.

Carnage grabbed her by the neck and pulled her towards his face. Tears fell down her cheeks as he roared in her face. He opened his mouth, ready to bite her head off. But he was suddenly tackled to the ground by Venom, freeing Fluttershy from the monster's grip. She scurried back to the alleyway as Venom pinned Carnage down.

Carnage roared but Venom wasn't giving up yet.

"NOW WOULD BE A GOOD TIME TO TAG IN!" Venom shouted.

Carnage looked confused. Who was he talking too? Venom then suddenly jumped off of the Symbiote as a mechanical tentacle grabbed Carnage's leg and swung him into the wall of a nearby building. Venom turned to see Otto set Electro down on the street safely. Otto then used his arms to walk over to the now destroyed wall.

"You are one ugly creature." Otto said as Carnage burst from the building with multiple tendrils protruding from his back.

Carnage roared as even more tendrils shot out of the Symbiote's back. Otto turned to one of his arms.

"Looks like we've got competition."

Carnage shot forward multiple tendrils at Otto, but the octo doctor grabbed them with his mechanical arms and swung Carnage around the street. He then released the beast as he slammed him onto the ground. Otto then revealed his blade inside one of his tentacles and shot it forward, stabbing Carnage in the chest as the monster got back up.

Otto then raised Carnage into the air and threw him down the street, removing the blade from his chest. Carnage rolled down the street. Carnage rolled multiple times before digging his claws into the ground and standing back up as Venom landed in front of him.

The two Symbiote's roared as they charged at one another. Venom grabbed Carnage by his pelvis and lifted him up into the air and slammed him onto the ground. Carnage roared as he got back up, his hand turning into a blade as he swung at his father. Venom swayed to the left, avoiding the blade. He then grabbed the blade and tore it off of Carnage. The Symbiote screamed as Venom stabbed him in his torso.

Venom then grabbed Carnage by the throat and threw him down the street. Carnage groaned as he tried to get back up. But suddenly, he was encased inside a yellow dome. He looked up to see Celestia flying in front of him, eyes glowing. Her horn lit up as she released a massive burst of energy, almost as hot as the sun.

Carnage screamed as the magic engulfed him, the Symbiote starting to peel back and burn to cinders. Carnage tried stepping towards Celestia, but she only added more power, causing Carnage to scream as he started to burn. His legs peeled away and turned into cinders, then his torso and arms.

Cletus' body could be seen as he too screamed in pain. They both looked up and saw Celestia smirk as she released one final burst of sun magic. Carnage screeched once last time as his head peeled off of Cletus and burned to cinders.

Carnage was gone.

(End song)

The dome disappeared as Cletus fell to his knees, panting heavily. He then rolled onto his back as he collapsed. As he panted, he saw Venom loom over him as he grabbed the murderer's throat and raised him into the air. Half of Venom's face peeled back, revealing Eddie Brock.

Cletus glared, "Y'know somethin'? I'm a killer. Whether or not I have the monster. Y'know what I really wanted?"

Eddie smirked, "Friendship?"

Cletus actually chuckled, "Those ponies are rubbing off on ya. No. I wanted you to tell the truth about me. I wanted people to know....what I went through during my childhood. I didn't want them to know the murderer. I wanted them to know me."

Eddie didn't say anything as Venom covered his face once more. He readied his teeth, but he turned when he heard Celestia clear her throat.

"Venom. It's over. That monster cannot hurt anyony else. He can serve out the rest of his days in a cell. Maybe even get the help he needs. Just don't kill him."

Venom looked conflicted as he turned from Celestia to Cletus. Venom then shrugged.

"Aw fuck it."

He then opened his mouth and bit Cletus' head off, killing him. As he threw Cletus to the floor, Celestia looked on in horror as did the other ponies present.

"W...why?"

Venom shrugged, "I was hungry."

As Otto walked back towards Electro, he gazed at the crystal in his hand.

"The power of the sun..."

He then heard someone land behind him. He turned and saw Raimi-Verse Spider-Man standing before him.

"In the palm of your hand."

Otto's eyes widened, "Peter?"

Peter removed his mask and approached Otto, "Otto."

"Oh, it’s good to see you, dear boy."

Peter smiled, "It’s good to see you."

"You're all grown up." He then chuckles as he asks, "How are you?"

Peter thought for a moment before he said, "Trying to do better."

They share a smile as they approached one another and hugging.

Max limped over to a nearby wall and took a seat on the ground as Webb-Verse Spider-Man swung down toward him. He crouched down and took off his mask.

He took a cautious step towards Max, "Max? Max..."

Max waved his hand, "Don’t worry. I’m all tapped out."

"Are you sure about that?"

Max sighs as he looks down sadly, "Back to being a nobody."

Spidey approaches Max slowly, "You were never a nobody, Max."

"Oh yes I was. Yes I was. You didn’t see me. Hehe. Can I tell you something?"

Spidey nods, "Yeah."

"You gotta nice face. You just a kid."

Peter shrugs, "Eh.."

"You from Queens. You got that suit. You help a lot of poor people. I just thought you was gonna be Black."

"Oh man, I’m sorry."

Max shrugs, "No, no, don’t apologize. There’s gotta be a Black Spider-Man somewhere out there." He then sighs as he accepts his fate as a normal human being, "Goddamn eels..."

Peter then helps Max to his feet, hopefully putting the past behind them.

Twilight landed on the ground and rushed over to her friends. They all collided in a group hug as Celestia and Luna watched. She glanced over to Shining Armor, who glared back at her and walked off. Celestia sighed in sadness, maybe she has truly lost the trust of Shining Armor forever.

She felt a wing on her shoulder and turned to face Luna, who gave her a sad smile. Celestia sighed and walked over to the group.

"Well done, my little ponies. But we must not waste time. I can already feel the energy of our world draining. If it drains completely, our world will shatter."

Twilight nodded and gave Cadance the piece of the Crystal Heart, "Get this back to the Crystal Empire. You can restore it, right?"

Cadance nodded, "It's only a small piece, so it should be fine. If the entire heart was shattered, then we would have a problem." She then turned to the princesses, "Aunties? I'll need some help restoring the heart. If you wouldn't mind?"

They both nodded, "We shall return to Canterlot and then we shall go with you to the Crystal Empire."

All the heroes gathered up as Venom retracted back inside Eddie. Twilight turned to him asking, "Where's Carnage?"

Eddie shook his head, "You don't wanna know."

Before she could ask what he meant, they all teleported back to Canterlot.

Twilight and her friends appeared in front of the castle. Before even a word was said, the princesses, Shining Armor, and Cadance vanished as they teleported out of the city. Twilight sighed as she began to walk away.

Spike ran up to her, "Where are you going, Twilight?"

She turned to the small dragon, "To visit my father."

"You want me to come along?"

She shook her head, "This is something I have to do alone."

She then teleported away, leaving a sad Spike to walk back to the others.

Twilight appeared at her parent's front door with a pop. She sighed as she looked around before heading towards the door. What could she say? What needed to be said? She sighed once again before she opened the door.

Only to gasp as she saw the sight before her.

The Green Goblin, in a new attire, was floating in the living room on his glider with his hand grasped around Night Light's throat. He smiled evilly as he turned to face Twilight. She gritted her teeth as Goblin grinned.

"I'll have my "Thank You" now."

The Choice

"Twilight! This is why only fools are heroes! Because you never know when some lunatic will come along with a sadistic choice! There are hundreds of bombs planted all around Canterlot! With a press of a button, they'll go off! Make your choice, princess! Let die the only parent you have left.... or suffer the residents of Canterlot? Make your choice, Twilight! And see how a hero is rewarded!"

Twilight was stunned. How was she supposed to make that choice? Either she lets her father die, or hundreds upon thousands of ponies could die. This was a lose or lose situation. Goblin had her right where he wanted her. She gritted her teeth as Goblin smirked.

"You have ten seconds to make your choice! Otherwise both your father AND Canterlot will die." Goblin declared.

Twilight stepped forward, "Goblin, if there is even a slight piece of humanity left within you. Please don't do this!"

He smirked in response, "We are who we choose to be..... now, CHOOSE!"

Twilight started to panic. What was she meant to do. She could grab him with her magic, but that could risk Goblin killing her father. She started to hyperventilate as Goblin started to count down.

"Ten!"

"Twilight." She looked up to her father, who had tears in his eyes. "You have to let me die."

Twilight's eyes widened as tears threatened to fall, "I....I CAN'T!!!"

"Yes, you can. You have to. It's the only way." Night Light responded.

"Nine."

"If you don't all those innocent ponies are going to die."

"Eight."

Twilight looked up at Goblin, "NORMAN, I'M BEGGING YOU, PLEASE! TAKE ME! KILL ME!"

"NO!" Night Light yelled in response.

"Seven."

Tears were falling down Night Light's face, "Whatever happens. You have made me the happiest father I could be!"

"Six!"

Twilight was now in full on panic mode. She had to choose. But she couldn't. Who could make this choice?

"Five!"

Twilight put her hooves on her head, "OH, BY CELESTIA! PLEASE STOP!!!"

"Four!" Goblin reeled back his left arm as he closed his fist.

"Twilight, look at me." Night Light said, his daughter looking at her father with tears falling down her face.

"Three!" The blade on Goblin's arm extended as he prepared to kill Night Light.

Twilight was sobbing, "D-Dad."

"Two!"

Night Light gave his daughter one last smile, "Your mother and I love you."

"ONE!"

Twilight reached her foreleg out to her father, "NORMAN!"

Goblin then brought his reeled arm forward....

And stabbed Night Light in the back.

"NOOOOOOO!!!!"

The blade shot through Night Light's torso, blood covering the blade. Night Light gasped for air as Goblin removed the blade and tossed Night Light to the floor. His body rolling in front of his daughter. Twilight rushed over to her father's side and held his head in her hooves.

"Dad? Dad. DAD!!!" Twilight shouted in desperation. Night Light couldn't even muster any words. He just gasped for air as his blood fell to the floor beneath him. "DAD, HEY! LOOK AT ME, LOOK AT ME!" Night Light's eyes began to feel heavy as he started to close them, "NO, HEY! COME ON, COME ON, COME ON! DAD, DON'T LEAVE ME, PLEASE!!!"

Night Light raised his left foreleg to stroke his daughter's tear soaked cheek. Night Light gave his daughter one final smile before his foreleg fell and his eyes closed forever. Twilight bawled as she sobbed into her father's chest. Her family was gone. All she had left was Shining Armor and Spike.

Goblin laughed as he flew out of the house by crashing through the window. As he flew away, he raised his right arm and pressed a small button on his gauntlet. Twilight continued to sob into Night Light's chest. Her ears perked up as she heard an explosion outside.

She turned her head slightly. Her eyes widened as she saw outside the living room window. She saw flames. Explosions. Ponies screaming as they tried to escape the destruction. As she gazed upon the chaos outside, she gritted her teeth in absolute malice. She then screamed in sadness and rage, her tears streamed down her cheeks. She had lost everything.

And soon.....so would he.

The doors to the castle opened as the Mane 6, Max Dillion, Flint Marko, Doc Ock, Dr. Curt Connors, Eddie Brock, Spike, and the Two Spider-Men rushed out to see what the commotion was about. All of their eyes widened as they took in the chaos before them.

Buildings were crumbling, the roads were on fire. Ponies were running for their lives, avoiding the explosions as the Royal Guard swooped in to help the survivors. Fluttershy and Spike embraced one another as Rainbow asked, "What the hay happened?"

Applejack was lost for words, "Ah..... Ah have no idea...."

Fluttershy shook in terror, "A-all those ponies. T-the animals in the garden."

Pinkie's mane completely deflated as she bent her head down. Rarity looked completely shook.

"Of all the things that could happen. This is the Worst. Possible. THING!!!"

Rainbow then had a thought, "Wait a minute. Where's Twilight?"

Spike then spoke up, "S...she went to see her dad."

Rainbow then looked determined, "Well we gotta find her!"

Rainbow would've flown off if it hadn't been for Applejack, who had bit her tails to stop the Pegasus from flying away.

"Dash! Hold on, ya hear!" She said as she let go of Rainbow, "Now, we gotta focus on helpin' any survivors that might need help!"

"But what about Twilight?! She could be trapped and could need help! We have to go after her!"

"And we will, Dash! But we hafta think about the bigger picture here! Twilight can defend herself! But those nobles, as much as Ah don't like 'em, need help!"

As the two were arguing, Venom decided to speak to Eddie, "Eddie! I'm not going anywhere near those fires!"

Eddie rubbed his forehead in frustration, "Those innocents need help!"

"But it's going to hurt like a bitch!"

"Oh, for the love of...."

As those two argued, Webb-Verse Peter approached Max, "Max. This is your chance to prove that you don't need powers to be somebody! You can help people and not have powers! You don't have to wear a costume to be a hero. I need your help."

Max sighed as he turned to the reformed villains. Otto was already lifting up pieces of debris with his arms, helping however he can. Flint Marko sighed as he turned to Webb-Verse Peter, "I'll help however I can."

Connors stepped forward, "You can rely on me, Peter."

Peter smiled, "Thanks, doc."

Max sighed and looked at the wall crawler, "What do you need me to do?"

They all turned to Applejack and Rainbow, who looked like they'd come to an agreement.

The rainbow maned Pegasus sighed, "Okay, AJ. You're right. Twi can handle herself."

Applejack smiled as she turned to the group, "Okay, ya'll! Everythang has gone to Tartarus! But first thing's first! We've gotta find and help any survivors who are trapped, hurt, or worse! Then we go find Twi!" Everyone present nodded, although Venom continued to protest, but only Eddie could hear him. Applejack tilted her hat forward, "Let's get out there! Now!"

"CAN THE SPIDER-MAN COME OUT TO PLAY?!"

Raimi-Verse Peter's eyes widened as he heard that oh so familiar voice. Applejack turned around to see Green Goblin flying down on his glider. The madman smiled as he threw multiple Pumpkin Bombs from his newly equipped satchel. Otto had already sprung into action, blocking the incoming bombs with his mechanical arms.

The doctor missed some bombs however, so the Peter's quickly grabbed those who couldn't get away in time and swung away from the explosions. Venom had quickly taken over Eddie and jumped away as the rest of the ponies, plus Spike, ran away from the explosions.

Goblin flew back around, ready to attack again. Otto thought quickly and grabbed the glider with two of his arms, halting the Goblin. Goblin sneered as he twisted his glider, slicing through Otto's arms. Goblin then spotted the two Spider-Men, who put their masks on, and smiled.

"The Itsy Bitsy Spider's Went Up The Water Spout. Down Came The Goblin And Took The Spider's Out." Goblin sang as he fired two missiles from his glider.

Both Spider-Men jumped into the air and swung away from missiles. The two heroes swung around the Goblin. Webb-Verse Spider-Man swung forward, ready to kick Goblin off of his glider. But Goblin threw a bomb and hit Webb-Verse Spidey in the chest, sending him crashing down to the ground.

Goblin turned to see his Spider-Man swinging towards him. He smiled as he flew forward, the blades on his glider extended as he charged towards the web head. Raimi-Verse Spidey thought quickly and let go of the line of web and fell underneath the glider. Before he hit the ground, he shot a line of web and stuck to the back of Goblin's glider.

As the two flew around Canterlot, Goblin took pleasure as he threw more and more Pumpkin Bombs, causing more chaos. He then took notice of Venom, who jumped from building to building and leapt towards him. Goblin smiled as he twisted his glider, sending Peter crashing into the incoming Symbiote.

The two crashed down on the ground. Goblin swooped down as Raimi-Verse Peter was getting back up. He then grabbed him by the throat and flew into the sky. Goblin then flew to the castle walls and slammed Peter into said wall. As Peter struggled to break free, Goblin smiled.

"Misery, misery, misery. Your undoing transcends through the Multiverse." Goblin said as he readied his blade.

He would've stabbed Raimi-Verse Peter had it not been for Webb-Verse Spider-Man, who swung in and kicked the Goblin in the face, sending him spinning through the air on his glider. As Raimi-Verse Spider-Man jumped from the wall, Rainbow Dash flew towards the Goblin at high speeds.

Goblin recovered and turned to the approaching cyan mare. He smiled as he too charged forward on his glider. As the two drew closer to one another, Goblin stuck out his arm and clotheslined Rainbow Dash, sending her crashing to the ground. She rolled a few times and hit a crumbling wall where she landed. The wall crumbled and fell on top of her, taking her out of the fight.

Goblin laughed as he turned to see the rest of the Mane 6 helping survivors get to safety. He saw Rarity and Spike on the rooftop of a burning building, helping ponies get away from the danger. He smiled as he took out a Pumpkin Bomb from his satchel. He then tossed the bomb at the building.

The bomb detonated.

As the building shook, the floor beneath Rarity collapsed. She screamed as she fell to the flames below.

"RARITY!!!" Spike shouted as he rushed to the hole where Rarity fell into.

As he swung, Webb-Verse Spidey saw Rarity fall. He quickly got to action as he flipped through the air and dived down into the hole. As he dived, he saw Rarity was approaching the ground. He wasn't going to let this happen again. He wouldn't let it!

He shot a line of web at some falling debris and web zipped towards it, accelerating his fall. He was approaching Rarity, he was going to make it. Once he was close enough, he grabbed Rarity and held her close as he shot a line of web at the collapsing roof.

This was going to be close.

The web connected and he quickly swung through a window just as the roof collapsed. He flipped through the air and landed safely on the ground with Rarity in his arms. Rarity panted heavily as Webb-Verse Spidey looked to her.

"Are you okay?"

Rarity nodded, "Yes, I'm okay." She then took notice of him. He appeared to be overwhelmed with emotion as tears threatened to fall, "Are you okay, darling?"

He nods as he sets her down. He failed once.

Not this time.

Goblin fired several bullets from his glider at the swinging Raimi-Verse Spider-Man. Goblin accelerated as Spidey turned around. Peter then let go of the web and flew straight towards Goblin. Before Goblin could react, Spidey tackled him off of his glider and they both crashed onto the hard ground below.

Peter was on top of Goblin, laying into him with punch after punch. Goblin laughed as he kicked Peter off of him. Peter flipped through the air and landed on the ground in a crouched position. Goblin stood back up with a smile on his face.

"You chose this, Peter! I offered you friendship! And you spat in my face!" The two arch enemies glared at one another as explosions went off around them. Goblin continued, "I gave you a choice! In or Out!"

"It's you who's out, Gobby! Out of your mind!" Peter replied as the two charged at one another.

Peter leapt into the air and reeled back a punch. Goblin was ready, however, as when Peter went to punch him, Goblin blocked the punch with his forearm. Goblin quickly grabbed Peter's arm and threw him to the ground. As Peter shook his head, Goblin raised his boot and brought it down. Peter quickly rolled away, avoiding Goblin's boot.

Peter quickly got back to his feet and webbed Goblin in the face, blinding him. Goblin ripped off the webbing....only to see Peter swinging towards him. Peter swing kicked Goblin in the chest, sending the maniac through the air. He landed harshly on the ground. As Peter approached his enemy, Goblin stood back up and pressed a button on his gauntlet. His glider hovered into the air and turned to Peter, it's blades extended.

Peter felt his Spider-Sense go off as Goblin smiled, "God's speed, Spider-Man."

The glider propelled forward. Peter, thinking quickly, backflipped over the glider, avoiding death. But instead of the glider hitting Goblin, Goblin jumped into the air and twisted his body as the glider passed under him. He landed on the glider and flew into the air, cackling like a madman.

Peter wasn't going to let him get away. He shot a line of webbing and it stuck to the back of Goblin's glider. Peter tugged at the glider, stilling its flight. Goblin looked back and snarled. He twisted his torso slightly and cut the webbing with his blade, causing Peter to stagger a little.

Goblin was about to attack when he noticed the Mane 6 heading towards the fallen Rainbow Dash. Goblin smiled as he readied his glider, blades already extended.

"My Little Pony. You're all going to suffer a gruesome death!" He sang as he flew towards them.

"OSBORN!!!"

He turned his head slightly.

Only to be tackled by a raging Twilight Sparkle. The glider spun around in circles as it approached the castle. The two crashed through one of the stain glass windows in the throne room and landed harshly in the room on opposite sides. Goblin's glider sliding to a stop as it crashed on the ground, finally resting against the wall.

Celestia, Cadance, Shining Armor, and Luna appeared in front of the castle. All of them gasped as they took in the chaos that surrounded them.

"By Faust..." Luna said, barely above a whisper.

They all heard the sounds of hooves galloping across the ground and turned to see the Mane 6 and the others, carrying a hurt Rainbow Dash.

"What has happened here?" Celestia asked.

"Goblin..... Explosions....." Spike said between pants.

"Goblin was heading towards us as we were helping Dashie. But Twilight saved us." Pinkie explained in a serious manner, which was unlike her.

"They crashed into the throne room." Webb-Verse Spider-Man added.

Suddenly, the ground shook violently. Celestia and Luna looked at each other in worry.

"We must hurry. We can already feel our reality starting to break down." Luna explained.

Shining stepped forward, "We have to get to Twily before she does something she'll regret!"

They all nodded as they entered the castle.

Twilight was hurting. But she couldn't let that stop her from what had to be done. She struggled to get back to her hooves but managed to muster enough strength to do so. She turned her head to the opposite end of the throne room to see Goblin get back to his feet. He took off his hood and removed his goggles and tossed them to the ground. The two stared at one another as the fires outside provided the room with its only source of light.

"Poor Twilight. Too weak to send me home to die."

Twilight could only see red as she crouched down, "You don't have to worry about that. I'm going to kill you myself."

Goblin smiled, "Attagirl!"

Twilight took flight as she flew towards Goblin. Goblin charged forward towards the Alicorn. He swung at her, but she flew over his arm and quickly turned around. She fired a blast at his back, causing him to stagger. He turned around and back handed her to the ground.

He then punched the ground, Twilight had teleported away as he attacked. He turned around and was kicked in the chest by Twilight's forelegs, sending him to the floor and sliding across the floor. Twilight flew above him tried stomping on him with her legs, but Goblin rolled away and extended his blade.

As she looked at him, he whistled and smirked as she gritted her teeth. He ran towards her and swung his blade, missing as Twilight swayed to the left. He swung again, but Twilight flew over him and blasted him in his knee with a magic blast, making him fall to one knee.

He growled as he got back up and twisted his body as he swung his blade. But Twilight held him in place with her magic. She snarled in anger as she bent the blade back with her magic until it snapped. Goblin looked up, only to be hit in the face by Twilight's left foreleg. Twilight didn't even give him the chance to recover as she hit him again, and again, and again, blood smearing on her hooves.

The doors to the throne room burst open as the others entered to see Twilight beating the hell out of Goblin. And she didn't look like she was going to stop.

"Twilight, stop! He's beaten!" Luna pleaded, but to no avail.

"If she keeps this up, she's gon' kill 'im!" Applejack exclaimed.

The two Spider-Men looked at one another before nodding to each other.

Twilight kept hitting him, blood was spread across his mouth as he laughed at her face. She roared in pure rage as she hit him to the ground. As she panted, she spotted the glider and lifted it up with her magic and pulled it towards her. Goblin spat out blood as Twilight held the glider over her head.

"TWILIGHT, NO!!!" The ponies all shouted in unison.

Goblin smiled up at her. She had waited long enough. She screamed in rage as she brought the glider down.

Only to be stopped by Raimi-Verse Spider-Man, who stood in front of her and held the glider in his hands with his super strength. Twilight growled as she pushed the glider down, but Peter wasn't going to let her do this. She was unrelenting in her mission to kill Goblin. Peter gave Twilight a pleading look.

"Please don't do this."

He seemed to be getting through to her as she started to pull the glider back. Slowly, her eyes showed not hate, but sadness. Gone was the anger and hatred. Instead, replaced with a broken mare who had lost everything. She exhaled multiple times as she placed the glider down.

Peter smiled at Twilight. Knowing that she made the right choice gave him a sense of peace. All was quiet until....

STAB

Peter was stabbed in the back by Goblin. Twilight's eyes widened in horror as Goblin removed the blade. Peter then fell to the floor as Goblin stood back up. Everyone gasped at the sight. As Twilight looked down at her friend, Goblin took this opportunity to mock her.

"They were there because of you. I may have struck the blows. But you...." He laughed in her face, "You are the one that killed them."

Webb-Verse Spider-Man had heard enough as he reached behind him and took the cure from Cadance, who had taken the cure from Manehatten. As Goblin gave a malicious laugh, Webb-Verse Peter threw the cure at Twilight, who caught it with her magic.

"HAHAHAHAHAHAHA!!!"

Twilight then screamed as she stabbed Goblin in the neck with the cure. He stopped laughing as the serum injected itself into Goblin's neck. Twilight removed the cure as Norman fell to the floor in a confused state.

The Green Goblin was gone.

As Twilight breathed in and out, Norman looked up at her with confusion.

"Twilight?"

She wanted to hate the man. Oh how she wanted it. But she knew that it wasn't him. The man who ruined her life was gone. Norman was free. She looked away as tears fell from her eyes. Realization then hit Norman like a freight train as he looks down at his hands in regret.

"What have I done?"

She didn't respond as she crouched down to check on Raimi-Verse Peter. The ponies sighed in relief as Webb-Verse Peter rushed over to Twilight and his counterpart.

He knelt down, "You okay?"

Raimi-Verse Peter nodded, "Uh, yeah, I’m good. I’ve been stabbed before."

Webb-Verse Peter was relieved, "Oh, good. Good, good, good..." He turned to Twilight, "Hey, nice catch."

Twilight replied, "Thanks. Nice throw."

Suddenly, another violent tremor shook the foundation everyone was standing on. Pinkie approached the broken stain glass window and shrieked.

"Uh....WE HAVE A BIG PROBLEM! LIKE, BIGGER THAN FORGETTING A BIRTHDAY PARTY PROBLEM!"

The two princesses galloped to the window and gasped. The sky above was cracking. Shards of their reality were falling from the sky.

(End song)

They turned to everyone else with defeat written across their faces.

"We're out of time."

A New Princess

Author's Note

THIS IS YOUR ONLY SPOILER WARNING:

IF YOU HAVEN'T SEEN NO WAY HOME YET, DO NOT READ PAST THIS POINT!

YOU HAVE BEEN WARNED.

If you have seen the movie, sit back, relax and enjoy!

A New Princess

COLUMBIA PICTURES PRESENTS

A MARVEL STUDIOS / ALLSPARK PICTURES PRODUCTION

MY LITTLE PONY NO WAY HOME

TARA STRONG

ASHLEIGH BALL

TABITHA ST. GERMAIN

ANDREA LIBMAN

CATHY WESELUCK

NICOLE OLIVER

ANDREW FRANCIS

BRITT McKILLIP

TOBEY MAGUIRE

ANDREW GARFIELD

RHYS IFANS

JAMIE FOXX

ALFRED MOLINA

WILLEM DAFOE

THOMAS HADEN CHURCH

CASTING BY SARAH HALLEY FINN, CSA
CHRIS ZARAGOZA

VISUAL EFFECTS SUPERVISOR
SCOTT EDELSTEIN

ORIGINAL THEMES BY
DANNY ELFMAN AND CHRISTOPHER YOUNG
JAMES HORDER AND HANS ZIMMER

SCORE BY MICHAEL GIACCHINO

COSTUME DESIGNERS
SANJA MILKOVIC HAYS
MARLON MIZRAHI

FILM EDITORS DAN LEBENTAL, ACE
LEIGH FOLSOM BOYD

PRODUCTION DESIGNER
DARREN GILFORD

CINEMATOGRAPHY BY
MAURO FIORE

EXECUTIVE PRODUCERS
LOUIS D'ESPOSITO
VICTORIA ALONSO

EXECUTIVE PRODUCERS JOANN PERRITANO
ERIC HAUSERMANN CARROLL
RACHEL O'CONNOR

EXECUTIVE PRODUCERS
AVI ARAD AND MATT TOLMACH

PRODUCED BY KEVIN FEIGE, PGA
AMY PASCAL, PGA

BASED ON THE MARVEL COMIC BY
STAN LEE AND STEVE DITKO

BASED ON THE TOY LINE "MY LITTLE PONY" BY
HASBRO

SCREENPLAY BY
CHRIS MCKENNA AND ERIK SOMMERS

DIRECTED BY JON WATTS

Twilight opened her eyes, the light quickly blinding her. Once here eyes adjusted, she got up to her hooves and looked around at her surroundings. She appeared to be trapped in a blue void of sorts, much to her confusion.

"Okay, Twilight. Think, think, think! Last thing I remember was completing....." her thoughts ceased as she came to a realization. She had just completed Star swirl the Bearded's spell, then she woke up here.

"Hello? Where am I? What is this place?"

As Twilight turned around, she saw her mentor and friend, Princess Celestia approach her with a kind smile on her face.

"Congratulations, Twilight. I knew you could do it."

Twilight trotted over towards Celestia and hugged her, "Princess... I don't understand. What did I do?"

Celestia giggled as she smiled at her student, "You did something today that's never been done before," beside Celestia, Star swirl's book appeared and hovered beside her, "Something even a great unicorn like Star Swirl the Bearded was not able to do, because he did not understand friendship like you do. The lessons you've learned here in Ponyville have taught you well. You have proven that you're ready, Twilight."

Twilight looked confused, "Ready? Ready for what?"

Celestia then began walking away. Twilight, confused, decided to follow her. As they walked, various images of Twilight's memories appeared beside them.

As they continued to walk, Celestia began to sing....

You've come such a long, long way
And I've watched you from that very first day
To see how you might grow
To see what you might do
To see what you've been through
And all the ways you've made me proud of you

It's time now for a new change to come
You've grown up and your new life has begun
To go where you will go
To see what you will see
To find what you will be
For it's time for you to fulfill your destiny

As Celestia flared her wings, a piece of magic plopped out of Twilight's chest and began to swirl around her, levitating her into the air. Soon enough, she was completely engulfed in the swirl of magic and a bright light engulfed the strange blue void.

The skies of Ponyville were a sight to behold. The Mane 6 rushed out of Golden Oaks Library and looked to the sky, only to see Twilight's Cutie Mark form in the sky.

However, inside the 5 miniature stars surrounding the giant star, 5 silhouettes appeared inside them. One looked like a dinosaur of sorts, one had many arms protruding from its back, one looked like it was made of dirt, one had electricity crackling around it, and the final one looked like a giant elf with sinister yellow eyes.

Each of the miniature stars fired a white beam that went all across Equestria. Once the beams ceased, Twilight's Cutie Mark began descending to the ground. Once it touched the ground. Twilight appeared before her friends, crouching down.

"Twilight? Is that you?" Applejack asked.

When Twilight stood up, her newly acquired wings flared open majestically.

Her friends gasped in shock at Twilight's transformation and approached her.

Applejack continued to look flabbergasted, "Wha... I-I've never seen anything like it!"

Rainbow flew over and embraced her friend in a tight hug, "Ha! Twilight's got wings! Awesome! A new flying buddy!"

Rarity approached Twilight as she smiled, "Why, you've become an Alicorn. I didn't even know that was possible."

Suddenly, Pinkie was swinging back and forth on a tightrope with a party hat on her head and a party kazoo in her hoof.

"ALICORN PARTY!!!" Pinkie then blew into her party kazoo.

Fluttershy then trotted over to her friend, "Wow... You look just like a princess!"

Suddenly, Princess Celestia flew down behind them and smiled, "That's because she is a princess."

Everyone present gasped at this revelation.

"Hold on a second!" Pinkie then pulled out a glass of water and drank it.....only to spit it out a moment later.

Twilight looked genuinely startled by this claim, "A... A princess?"

Celestia then placed a hoof on Twilight's shoulder, "Since you've come to Ponyville, you've displayed the charity, compassion, devotion, integrity, optimism, and of course, the leadership of a true princess."

Twilight's ears then fell to her head, "But... does this mean I won't be your student anymore?"

"Not in the same way as before. I'll still be here to help and guide you, but we're all your students now, too. You are an inspiration to us all, Twilight."

Everyone then proceeded to bow before Twilight, each of them smiling as they did.

Twilight's eyes then widened, "But... what do I do now? Is there a book about being a princess I should read?"

Celestia giggled as she rose to her hooves, "There will be time for that later."

Twilight smiled in response.

It was true, she really was a princess now.

Nothing could go wrong for her now.

It's been a few hours since Twilight's ascension. Preparations for Twilight's ceremony are currently underway. Celestia sat atop her throne with a smile on her face. She was beyond proud of her student turned princess. Twilight's destiny has now truly begun.

Celestia was broken out of her thoughts by her sister, Princess Luna, who stormed into the throne room with an angry scowl on her face.

"WHAT HAVE YOU DONE, SISTER?!"

Celestia arched an eyebrow, "Luna, what do you mean? What has gotten you so upset?"

Luna pointed her hoof at her sister, "DO NOT PLAY COY WITH US, DEAR SISTER! WE KNOW THOU HAVE FELT IT TOO!!! THERE HAS BEEN A SHIFT IN THE REALM, ONE CAUSED BY YOU!!! WHAT. DID. YOU. DO?!"

Celestia sighed and closed her eyes, "Tonight, my student Twilight Sparkle ascended into Alicornhood."

Luna's eyes widened, "Does thou know what thou has DONE?!"

"Luna...."

"DO NOT LUNA ME, TIA!" Luna yelled, breaking into using modern day speaking instead of her royal way of speaking, "DUE TO YOUR RESTLESSNESS IN GETTING TWILIGHT TO FULFIL HER DESTINY, YOU HAVE BROUGHT GREAT DANGERS TO EQUESTRIA!!!"

Celestia eyed Luna for a moment, "And how can you be so sure?"

Luna frowned, "Follow to the dungeon and see for yourself."

As Luna led her sister into the Canterlot Dungeon, Celestia quickly took notice of one of the cells. Specifically the one with the magical barrier around it.

Celestia turned to her sister, "Luna, why does this one have a barrier spell around it?"

Luna gestured for her sister to approach the cell, "See for yourself."

Celestia approached the cell carefully, nice and slowly. Once she got close enough, a creature jumped at her, causing Celestia to recoil in surprise. Once she recovered she got a good look at the creature.

The creature snarled as Celestia turned to Luna, "Luna, what is that creature?"

Luna approached her sister, "That, is one of the Multiversal Trespassers that I picked up with my magic. A few hours ago I sensed an otherworldly presence. Following it led me to the Crystal Caves beneath Canterlot," she turned to face the creature, "Where I found him."

Celestia looked on in realization, "Twilight's ascension brought this creature here?"

Luna shook her head, "Not only him. But four more. Not only that, but we have felt the power these Trespassers hold, and they are nothing that Equestria has ever seen before. It is our duty to find these Multiversal Trespassers and clean up YOUR mess."

Celestia sighed, "Okay. But first we must attend Twilight's ceremony."

Luna's eyes widened, "Surely you jest! We have bigger matters to attend to! When young Sparkle ascended into an Alicorn, Equestria started getting some visitors...."

"From EVERY universe, I know. But what would you have me do? Cancel the ceremony and possibly start a mass panic, not to mention that Twilight is already stressed enough about being a Princess, if I tell her about this, then she might have a meltdown! I will NOT put her under that kind of stress! We will deal with this, AFTER everything has calmed down."

Luna was ready to object, but silenced her tongue, "Very well, dear sister. But no matter what, no matter what you are doing, if there is even the slightest detection of a Multiversal Trespasser, you WILL drop everything and help me capture them."

And with that, Luna left the dungeons. Celestia went to follow, but not before glancing back at the creature in its cell. She sighed as she left the dungeons.

The creatures roars could be heard as she left.

Comes Great Responsibility

"W...what do you mean we're out of time?!" Applejack asked frantically.

Celestia sighed, "They've been here for too long. Our reality is already starting to break apart. Soon, our entire dimension will cease to exist."

"Isn't there something we can do? What about that spell?" Shining Armor asked.

Luna shook her head, "It's far too late for that. The spell would only send them home. It wouldn't repair the damage done to our dimensional barrier."

Pinkie stepped forward, "So.....we lost?"

Luna sighed, "I'm afraid so."

Everyone looked horrified. Everything they had ever known was coming to an end. Everyone they loved. Everything they cared for. Gone. Forever. The sky began to split apart even further as the shards of their reality continued to fall. Twilight looked down in defeat.

How could this have happened? Everything was meant to work out. But it's all crashing down right on top of her. If she hadn't cast that spell, none of this would have happened. If she hadn't ascended into an Alicorn, none of this would have happened. Her parents would still be alive. These beings would be in their dimensions. And their entire world wouldn't be dying. If only she hadn't become an Alicorn.

It was then that Twilight's eyes snapped open as an idea came to her. She stepped towards the princesses, "What about me?"

Celestia tilted her head, "Pardon?"

Twilight clarified, "What if...... What if you took away my Alicorn status? Use that magic to repair the dimensional barrier, and send them home?" She pointed to the Multiversal Beings with her hoof.

Celestia shook her head, "Twilight--"

"Would that work?"

She sighed before answering, "......Yes."

AJ stepped forward, "But, Twi. If ya'll do this, you'll lose everythang you've worked so hard to earn."

Rarity then stepped forward, "You'll lose your wings."

"Y....you won't be a princess." Fluttershy added.

Twilight gave them a determined look, "It's the only way."

"But, Twilight. What about your destiny?" Celestia asked.

Twilight turned to her mentor, "Maybe..... Maybe this is what I was meant to do. Gain Alicornhood so I could save everypony. Maybe being a princess isn't who I was meant to be."

The two sisters looked at one another before turning to Twilight, "Are you sure about this?" They both asked in unison.

Twilight nodded, "I'm sure."

Luna sighed before smiling at her friend, "You are the strongest mare I have ever met, Twilight Sparkle."

"Say your goodbyes. You might not see them again." Celestia said.

Twilight nodded as she galloped to the two Spider-Men. As Webb-Verse Peter helped his counterpart to his feet, they smiled at the Alicorn.

She giggled nervously as she rubbed the back of her head, "Hey! Uh... I think this is it. I think you’re about to go home." She sighed as she looked at the two, "Um, look, I, uh... thank you! I just want to-- I want you-- I want to tell you that... I really don’t know how to say this, I--"

"Twilight." She looked at Raimi-Verse Spider-Man, who had a kind smile on his face, "We know. It's what we do."

"Yeah. It’s what we do." Webb-Verse Peter added.

Twilight felt tears in her eyes as she tackled them both in a bone crushing hug, to which the two heroes returned. She departed from the hug with tears in her eyes.

"Thank you for everything."

They all smiled at one another for one last time until Twilight quickly galloped towards Eddie Brock. The two Spider-Men smiling as she ran off.

"She's going to be spectacular." Raimi-Verse Peter said.

"Amazing." Webb-Verse Peter added as they looked at one another.

Twilight ran to Eddie, who smiled at her, "Listen. I...I wanted to thank you. The both of you."

Venom then emerged from Eddie's shoulder, "Don't mention it. It was kinda cool to visit another dimension. Beats the arguing."

"Amen to that." Eddie added.

Eddie then bent down and scratched Twilight behind her ear. Twilight then enveloped him in a hug, to which the former reporter returned. The embrace ended as Eddie smiled at her, "Now go on. Get outta here, princess."

Twilight smiled as she walked over to Celestia, Luna, and Cadance, who all had tears in their eyes.

"Ready?"

Twilight nodded as Celestia smiled, "Thank you, Twilight. I know what you are sacrificing. Thank you for this selfless act."

"You really are the best of us." Luna added.

"Thank you, Twilight." Cadance finished.

Twilight smiled as she tackled them all into a hug. The embrace ended as Twilight sniffled before spreading her wings. The three princesses horn's shined as all four of them levitated into the air. A light shined around all of them as Cadance, Luna, and Celestia all fired beams of magic at Twilight.

The beams hit Twilight as she was encased in a heavenly glow. She smiled as she closed her eyes. Her wings started to glow as they turned into little specs of light. Her wings then completely faded away as the specs of light flew out of the window and shot up into the sky.

The specs hit the cracks in reality as they began to seal the holes in reality. It was then that Max Dillion began to glow. He looked at his hands before fading away, back into his dimension. Flint Marko then faded away, as did Curt Connors. As Otto was fading away, he smiled at Raimi-Verse Peter before waving at his friend. He then faded away as well. Norman sighed in regret as he too faded away.

Eddie then started to glow as he looked down at his hands.

"I need a drink."

"Can you even get drunk?"

Venom and Eddie then faded away. The two Spider-Men looked at one another as they began to fade away. They smiled at one another as they waved before disappearing back to their universes.

As the tears in reality began to seal, Twilight looked down at her friends, smiling as tears fell from her eyes. The Mane 6 smiled back as they too cried. Twilight felt the magic leaving her body as the tears sealed completely. Before anyone knew it, the room was engulfed in a bright white light.

(End song)

2 Months Later

Celestia and Luna walked down the halls of their castle. The reconstruction effort to repair Canterlot from Goblin's attack was going really well. Most of the damages were repaired and everything was at peace. It's been 2 months since Twilight sacrificed her Alicorn status to save their world.

Celestia felt guilt ridden for what had happened. After they had all learned of Night Light's death, Shining Armor and Spike began to grow more cold towards her. Her relationship with Twilight hadn't changed much, but she could tell that she was growing more distant as time went by.

She sighed as Luna placed a wing on her sister's shoulder. Celestia looked at her sister, who was giving the Solar Monarch a small smile.

"Worry not, dear sister. Everything will work out the way it's supposed to."

Celestia smiled, "I know that, Lulu. But I still feel that my past relations with Shining Armor and Spike, not to mention Twilight will never truly be what it once was."

Luna sighed, "Maybe not. But maybe it's for the best."

Celestia raised an eyebrow, "How so?"

"This could give them all a new perspective on life. A chance to grow in ways they never would have before. For the first time in any of our lives. We walk a different path to destiny."

Celestia could see what Luna meant, "I suppose you're right."

"I always am, aren't I?" Luna quipped.

Celestia chuckled, "Oh, stop it."

The two continued to walk to their throne room, passing the newly installed stain glass windows. Showing rememberance of the heroes that helped save their world.

The Lethal Protector.

The Amazing Spider-Man.

And Your Friendly Neighborhood Spider-Man.

Twilight placed the flowers on top of her parent's graves with her magic. The funeral had been months ago, but the pain was still there. She stared at the headstones for a moment before breaking down. Before she knew it, she was engulfed in a group hug by her friends.

Since she was no longer a princess, she had a little more free time. She may not have been able to help Equestria as a princess, but she had other ideas on how to make a difference in the world. Thanks to a little souvenir that Webb-Verse Spider-Man had left as a little surprise gift, she had an idea on what to do.

She had asked Rarity to work on a secret project for her. Rarity was at first skeptical on hiding this from her friends, but she soon realized why Twilight had asked her to keep it a secret. It took a few days, maybe weeks, Twilight lost count, but it was finally done. And it looked perfect.

A white hoof stepped on a snowy rooftop in Manehatten. The mare looked out to the snowy city, knowing that it needed a protector.

Twilight looked at her new suit with a smile on her face.

Twilight sighed contently as she adjusted the web shooters Webb-Verse Peter had left behind for her with her magic. She smiled as she used her magic to lift up her hood and put her mask on. She then ran towards the edge of the building at a fast speed.

She then jumped off the edge of the roof and stuck out her hoof, using her magic to activate the web shooters, and shot a line of web at a nearby building and swung further into the city. She continued swinging into the night. Equestria may have lost a princess, but it had gained a new hero. A protector. A savior.

A Spectacular Spider-Mare.

THE END

Author's Note

And that's it for No Way Home.

Holy shit this story blew up, my god.

It's easily become my most popular story on this site.

Words cannot express how grateful I am for the love and support for this story.

Thank you all so much.

This is Battwell, signing off!

Credits

Directed by John Watts

Written by Battwell

Based on the MARVEL Comic Book by Stan Lee and Steve Ditko

Based on the "My Little Pony" Toy Line by HASBRO

Produced by Kevin Feige, p.g.a.

Executive Producer Louis D'Esposito

Executive Producers JoAnn Perritano and Rachel O'Connor

Executive Producers Avi Arad and Matt Tolmach

Co-Producers Mitch Bell and Chris Buongiorno

Director of Photography Mauro Fiore, ASC

Production Designer Darren Gilford

Editors Jeffrey Ford, ACE and Leigh Folsom Boyd, ACE

Music by Michael Giacchino

Tara Strong

Ashleigh Ball

Tabitha St. Germain

Andrea Libman

Cathy Weseluck

Nicole Oliver

Andrew Francis

Britt McKillip

Tobey Maguire

Andrew Garfield

Tom Hardy

Rhys Ifans

Jamie Foxx

Alfred Molina

Woody Harrelson

Thomas Haden Church

and Willem Dafoe

A MARVEL STUDIOS / ALLSPARK PICTURES PRODUCTION

COLUMBIA PICTURES PRESENTS

MY LITTLE PONY NO WAY HOME