Cuphead in Equestria

by Ghostbusters2021

Rating: everyone
Tags: Crossover, Alternate Universe, Human, Anthro, Main 6, Original Character, My Little Pony: Friendship is Magic, Other, Romance, Adventure, Equestria Girls
Length: 4827

Henry the 8-year-old boy is going on exciting adventures in Equestria as his favourite video-game character.

Henry is a 8-year-old boy who's going on some exciting adventures in Equestria as his favourite video-game character Cuphead, there he meets the Mane 6 as they went on some crazy adventures throughout the lands of Equestria and it's borders while fighting the lands evil villians.

My Little Pony: Friendship is Magic and Equestria Girls belongs to Hasbro.
Cuphead belongs to StudioMDHR

Published 2022-07-10 14:50:00 UTC
Last updated 2022-07-14 13:35:25 UTC

Introduction

In the city of New York, there is an 8-year-old boy named Henry. He was playing a plushie based on his favourite video-game character, Cuphead.

"Whee," Henry said as he continues to play with his plushie.

"Henry," A female voice called out to the boy.

Henry turned around and saw his mother looking at him with a soft smile, "It's time for bed sweetie," she said as Henry got up and grabbed his plushie and went to his bedroom with his mother.

Henry's mother put Henry on his bed with his pillow, blanket, and his Cuphead plushie. Then the door opened to reveal Henry's father, "Hello son, are you excited that the Cuphead and the Delicious Last Course is coming soon this month ?" He ask.

"Yes dad, I can't wait to see Ms. Chalice. Plus the new weapons and charms as well like the Crackshot weapon and the Converge weapon including the Twist-Up weapon." Henry answered with excitement.

His parents then kissed him goodnight and left the room, Henry looked outside and saw a shooting star. He closed his eyes and make a wish while putting his hands together.

"I wish I could go on an exciting adventure to someplace nobody ever been to as my favourite character Cuphead," He said until he fell asleep.

As soon as he fell asleep, a mysterious blue orb appeared in the boy's bedroom without waking the child up. It then slowly hovers over the boy until Henry himself was wrapped in light blue aura and was lifted into the air.

"Don't worry little, soon your wish can become true," the orb said as it started to glow brighter and brighter until in a flash Henry is no longer there.

-In the land of Equestria-

Henry slowly opened his eyes and yawned.

"Ahh, what a goodnight-" He was cut off when notice he's not in his bedroom anymore, instead he is now in some kind of castle.

He then gets up but only to realised he felt his hand had four fingers instead of five, including his skin is now black colour and his head feels different. Henry spots a mirror nearby and takes a look at his reflection and was shocked, "I-I'm just like Cuphead."

And he was right as he double check his reflection to see if it was dream, but it turns out it's real. "I am now my favourite video-game character Cuphead!" He said with excitement, he then hears voices coming from outside an open window. Henry walks outside and saw the beautiful blue sky with the glowing sun, he looks down and saw a city filled with anthromorphic ponies walking about but they seemed to be minding their own business.

Henry now known as Cuphead decided to head down into the city, he spots a tree that is close to the window balcony he's standing on. He took a deep breath and jumped onto one the branches, "Whew, golly, that was close."

He soon slowly climbs down from the tree and hides behind some bushes, "Okay then, right now I need to know where in the world am I," He said to himself quietly without attracting some attention around him. As he slowly crawls out of the bushes he used his smoke bomb charm to get out of there, now he's running down a street as fast as he could until he bumped into someone or somepony.

He looks up to see a beautiful anthromorphic unicorn mare with lavender skin with navy blue mane and tail with pink and purple streaks. The mare also wore a white shirt with a blue vest along with a dark blue skirt, "Oh, hello there," The mare spoke as she helped Cuphead getting back on his feet. "I haven't seen you before, what is your name ?" She ask.

Cuphead took a deep breath and spoke, "My name is Henry and I was used to be a human boy before I was turned into my favourite character named Cuphead, which I'm standing right before your very eyes of course," He said nervously.

The mare just smiled at him, "It's okay Henry, either by your real name or Cuphead I will never hurt you." This makes Henry happy, "Anyways, my name is Twilight Sparkle and I was on my way to the tower library to check on something serious that is coming to Equestria." Twilight said which makes Henry looks at her in confusion.

"Equestria ?" He ask, "You mean this world is called Equestria ?" He ask again in which Twilight nods her head in respond.

"Yes Henry, this world you're in is called Equestria, where creatures like earth ponies, pegasi, unicorns along with alicorns and other creatures live in peace and harmony." Twilight explained which Henry understood by what she means.

Twilight looks at the time, "Oh look at the time, I need to head back to the tower library to warn the princess!" Twilight was about to go but then she looks at Henry, "Henry, would you like to come with me ?" She ask as the little cup nodded in reply. "Okay then, follow me." And they set off towards their destination.

The two ran as fast as they could but they draw some attention as the high-class ponies watched Twilight ran with Henry following her and they were shocked the boy's cartoon like appearance, the duo reached the tower library as Henry sat on the couch catching his breath while Twilight search for a book aclled 'The Mare in the Moon'. Then Twilight's number #1 assistant Spike the Dragon, Spike was a little confused about Henry at first but Twilight told the little drake everything about Henry. Spike and Henry instantly became best friends as continue to help Twilight finding the book, Spike found the book and gave it to Twilight.

Twilight put the book on a podium and opened it, she turned towards the page about some strange objects called 'the Elements of Harmony'. She then reads a prophecy of the mare in the moon who is known as Nightmare Moon is coming back to Equestria and bring the entire land in enternal night, Twilight told Spike to write a letter to Princess Celestia about it as Spike finished writing down the letter, roll it up and put a seal on it sent it off using his magic fire.

After awhile the princess replied back but not the way Twilight expected, she sigh deeply as she, Spike, and Henry are on their way to a local town called Ponyville to check on some preparations.

Ponyville

Twilight, Spike, and Cuphead are on they're way to a local town called Ponyville by carriage that is being pulled by two royal guards as Twilight was feeling rather depressed about the princess saying the threat was just an old tale. Spike came up to her with the list of preparations for the upcoming celebration in Ponyville while Cuphead himself decided to try out something cool.

'Now that I have been turned into my favourite video-game character, maybe I have all the weapons that Cuphead and Mugman uses,' Cuphead thought and decided to see it for himself as he raised his left hand and used the old hand gun act until his right finger started glowing in a light blue aura, then a small orb with the same light blue glow was shot out of his finger it flew into the distance and was out of sight.

He then turns to Twilight and Spike as they got the shocking expressions on their faces by what they just witnessed while Cuphead himself activated his Roundabout weapon which unleashed an enclosed ring until it went in the opposite direction like boomerang, "Cuphead, how did you do that ?!" Twilight ask in shock.

Cuphead just calmly look at her, "That was my Peashooter and Roundabout weapons you two just witnessed, you see in my world that Cuphead uses these weapons to fight off evil."

Twilight was amazed, "Wow Cuphead those two weapons are somehow special," she said with amazement.

"Yes, but Cuphead has more than just two kinds of weapons," he replied which makes Twilight looking back at him.

"Wait, you mean there are more weapons ?" She ask as Cuphead nodded.

"Yes Twilight, but maybe I'll tell you more about the other weapons later. Right now we're about to land," Cuphead replied as the trio looked down seeing that they are arriving at their destination, after the carriage landed safely the trio got off as Twilight thanked the guards for the lift and left.

"So what's the first thing on the list Spike ?" Cuphead ask the young drake.

"That would be the banquet preparations at Sweet Apple Acres," Spike replied as they head to Sweet Apple Acres which turns out to be a farm.

"Yee haw!" A female voice with a southern-accent, the trio look and saw an orange anthro pony mare wearing a stetson hat and wore blue short along with a checkered colour shirt with a mixture of red and white.

The mare then punched an apple tree with her bare hands causing the apples to fall off into some baskets, Twilight sigh deeply, "Let's get this over with." She said as she approach the mare.

"Hello, my name is Twilight Sparkle," Twilight spoke to the mare when the mare shakes Twilight's hand with a lot of force.

"Well howdy do Miss Twilight, a pleasure making you're acquitance. I'm Applejack, we here at Sweet Apple Acres sure like making new friends," The mare known as Applejack spoke as she let go of Twilight's hand. She turns to Spike until her eyes landed on Cuphead which makes her eyes go wide.

"Well hello there little fella," Applejack said as she approach Cuphead, "What kind of creature are ya ?" She ask.

"My name is Cuphead and it's nice to meet you Applejack," Cuphead answered.

"Well nice ta meet ya Cuphead," Applejack said as she kissed him on the cheek which soon causes the little cup to activate one of his super arts.

Cuphead's soul popped out of his chest and it became muscular, the spirit then punches three apple trees causing all the apples to fall off, it grabs some nearby empty baskets and caught all the apples in one go. After setting the baskets down it returns into Cuphead's body.

The mares including Spike were shocked by what they just witnessed, "Cuphead," Applajack spoke as she kneel down to his level, "That was absolutely the most amazin' thing I ever witnessed, so what was that new technique we saw earlier ?" She ask.

"That was one of my super art moves known as 'Giant Ghost', it allows me to use my soul as a special attack in case when I needed it," Cuphead answered.

Applejack then showed them the food preparations for the upcoming celebration, they soon left Sweet Apple Acres to check on the rest. It took about an hour or two but they soon reached the Golden Oaks Library, "Whew, what a day," Cuphead said while panting. They've checked all the preparations while meeting some new ponies like Fluttershy, Rarity, and Rainbow Dash. Spike somehow gains affection towards Rarity after they first met, it would seem that he's attracted to her beauty.

The trio went inside the library only find it completely dark, "Um Spike, where the lights ?" Twilight asks until the lights turn on to reveal the town's residents with happy faces.

"SURPRISE!" They all said excitedly as Twilight sigh deeply, Cuphead looked around seeing the other mares they met earlier today are with them.

"Hi!" Came a female voice as Cuphead was now face to face with a pink anthromorphic pony mare with pink poofy and tail, the mare wore a white shirt with a bright blue vest with puffy sleeves along with a bright pink skirt. "My name is Pinkie Pie and I'm Ponyville's best party planner!" She scream as well as she threw confetti in the air.

"Hello Pinkie Pie, my name is Cuphead and it's nice of you to throw a party for Twilight," Cuphead replied as he decided to join the party.

After awhile Cuphead went to check on Twilight but only to find her went upstairs to the library bedroom, he follows her in pursuit to find the mare sittng on the bed looking down. The boy sat next to her for comfort until Spike came into the room with a lamp cover on his head.

"Hey there you two, Pinkie just started playing pin the tail on the pony. Do you wanna play ?" He ask.

Cuphead looks at the young drake, "I'd sure wish I could play Spike, but right now I need to company Twilight for the moment."

Spike knows what he meant, "Okay Cuphead," Then he left the two alone.

The Return of Nightmare Moon/Journey through the Everfree Forest

Cuphead, Twilight, and Spike went to the Town Hall because it's almost time for the Summer Sun Celebration to begin. They enter the building and saw everypony was there, Pinkie Pie saw the trio and came up to them.

"Isn't this exciting, the celebration is starting," she said with a squeal.

Then the sound of music came and a spotlight shine on Mayor Mare.

"Fillies and gentlecolts, as mayor of Ponyville it is my great pleasure to announce the beginning of the Summer Sun Celebration," Mayor Mare said as the crowd roared with cheers and excitement.

"In just a few moments our town will witness the magic of the sunrise and celebrate this, the longest day of the year. And now it is my great honor to introduce you to the ruler of our land, the very pony who gives us the sun and the moon each and everyday, the good, the wise, the bringer of harmony to all of Equestria, Princess Celestia!" The Mayor announced as Rarity pulled the curtains opened but instead the princess was gone.

Everypony looked worried as Rarity searched but came out with a concerned look on her face, "She's gone," She said which caused everypony gasp.

"Ohh she's good," Pinkie said and when she looked up she gasp.

There on the balcony was some dark blue mist until it formed into a dark anthromorphic alicorn pony wearing blue armor, Twilight gulped, "Nightmare Moon." She said as the dark alicorn looked down at the crowd.

"Oh my beloved subjects, it's been so long since I've seen your precious sun-loving faces," Nightmare Moon spoke.

"What did you do with our princess ?!" Rainbow Dash ask as she was about to tackled Nightmare Moon but Applejack stopped her.

"Does my crown no longer count that I have been imprisoned for a thousand years, did you not recall the legend, did you not see the signs ?" Nightmare Moon ask.

"I did," Twilight spoke. "You're the Mare in The Moon, Nightmare Moon," She said as everypony gasp with shock.

"Well well well, somepony who remembers me, then you also know why I'm here," Nightmare said while looking down at Twilight.

Twilight was silent for a moment until Cuphead came up to her and gazed at the dark alicorn, "I also know why you're here Nightmare Moon, I figured out that you want to bring all of Equestria in eternal night and make sure it's night time forever," He spoke.

Nightmare Moon looked at the boy for a moment with sinister smile and spoke, "Very good little colt or should I just call you 'Cuphead'," She replied which shocked the boy to his core.

"H-how did you know my name ?" He ask as the mare approach the little cup as he activated his Charge weapon, "I know you because I saw you went with my sister's prized student checking on your little preparations, now that I'm back I can finally take back what's mine!" Nightmare Moon then cackled with laughter until Cuphead fired his Charge Up shot at the alicorn.

But Nightmare Moon dodged the attack, "Keep shooting all you want while I still can do this!" Nightmare shouted as she fire a blast of magic at Cuphead who uses smoke bomb to help him maneuver the attack.

Nightmare Moon turned back into her mist form and flew out of Town Hall while Rainbow Dash went after her, "Come back here you!" She screamed but Nightmare Moon was out of sight. "Night time, forever ?" She ask to herself until she saw Twilight Sparkle running out the building with Spike and Cuphead.

The three went back to the library and enter as Twilight bring Spike to bed, then she and Cuphead went around downstairs to find a book on how to stop Nightmare Moon until Rainbow Dash interrupted them, "How did you know about Nightmare Moon huh, are you two spies ?" She ask with a glare until Applejack stopped her.

"Simmer down Sally they ain't no spies ?" Applejack spoke. "But they sure knows what's going on don't ya ?" She ask as she, Rainbow Dash, Rarity, Fluttershy, and Pinkie Pie looked at her.

Twilight look at them and sigh, "I read all about the prediction of Nightmare Moon, some mysterious objects called the Elements of Harmony are the only things that can stop her, but I don't know what they are and where to find them and even don't know what they do," Twilight finished.

"Uh girls, you want to have a look at this," Cuphead called out which caught the six mares attention as they saw the cup boy holding up a book with a title that says 'Elements of Harmony Reference Guide', Twilight rushed over to him.

"Good job Cuphead," Twilight replied as Cuphead open the book and read the information out loud for them, "It says here that there are six elements of harmony, but only five are known kindness, laughter, generosity, honesty and loyalty. The sixth is a complete mystery, it is said that the last location of the five elements was in the ancient castle of the royal pony sisters, it is located in what is now the Everfree Forest."

After Cuphead finish reading out the last part of the information he notice the mares look at him knowing where they had to go, soon they head into the Everfree Forest but along the way they fall into a ravine, a manticore, scary trees, a large river serpent, and some anthromorphic pegasi ponies known as the Shadowbolts. But the group kept on going and soon they reached the old castle ruins of that was once the home of the two sisters, they all went inside and found the elements of harmony.

"There they are!" Cuphead exclaimed as Rainbow Dash and Fluttershy gently place them on the floor, Pinkie notice there were only five of them.

"There's only five," Pinkie said to Twilight.

"Where's the sixth ?" Rainbow Dash ask.

Cuphead spoke up to them, "According to the book that when the five elements are present a spark will cause the sixth element to be revealed."

"What in the hay is that supposed to mean ?" Applejack ask.

"I'm not sure but I have an idea so stand back," Twilight replied as the five mares step back, "I don't know what will happen." She then concentrates her magic from her horn.

"Come on y'all, she needs to concentrate," Applejack said quietly as she and the others let Twilight be but Cuphead stayed with her as he watch the purple unicorn focusing.

As Twilight was concentrating her magic, a dark blue mist came out from behind stone column and it went towards the elements and Twilight.

Cuphead watches Twilight who was struggling on activating the elements, as he was watching he soon spots the mist going towards the elements. He gets his Spread weapon ready but the mist started circling around the elements like a twister.

"Twilight look!" He called out to Twilight who opened her eyes seeing what is happening, she gasped.

"The elements!" Twilight screamed as she try to grab one of them as Cuphead did the same until the mist disappeared with the elements, Cuphead, and Twilight.

Applejack and the others came back inside to witnessed both Cuphead and Twilight disappeared, "Where they go?!" Fluttershy ask in horror as they searched around the room until Rarity saw some lights coming from one of the castle towers.

"Over there!" She called as the others look through the broken windows, "Come on y'all!" Applejack hollered as they went after Twilight and Cuphead.

In a flash of light Cuphead and Twilight cough as they cough out some smoke, they look ahead and saw Nightmare Moon with the five elements, Twilight soon charges forward towards Nightmare with her horn sparkling as well as Cuphead readying his Peashooter weapon.

"You're kidding, you're kidding right ?" Nightmare ask as the two charge forward, Nightmare then charges straight towards them but as they were about to collide with each other Twilight disappeared along with Cuphead. Twilight has used a teleportation spell as Nightmare look back and saw the two reappeared next to the elements of harmony.

"I'll try and slow Nightmare down Twilight!" Cuphead hollered to Twilight as he shot his Peashooter at Nightmare Moon, Twilight concentrates her magic on the elements as they started to glow. Nightmare saw this as she quickly turns into her mist form and reappeared in front of Twilight.

Cuphead turns around and was about to hit Nightmare Moon when all of a sudden some tiny sparks of magic from the elements hit Twilight as she was pushed back by the powerful force as well as knocking Cuphead back as well, the two look and saw the elements glowing.

"No, no!" Nightmare growled until the elements stopped glowing, Twilight gasped, "B-but, where's the sixth ?" She ask as Nightmare laugh and destroy the elements into tiny pieces. Cuphead got up and saw this and rushed towards Nightmare with rage but Nightmare blast him with magic as tumbles back towards Twilight.

"You fools! You two think you can defeat me, now you will never see your princess or your sun, and the night will last forever! Hahahaha!" Nightmare Moon cackled evilly as Twilight and Cuphead were about to give up hope until they hear Applejack and the others coming towards them, Twilight then felt a spark came into her eyes.

The End of Nightmare Moon

Twilight turns to Nightmare, "You think you can destroy the Elements of Harmony just like that, well you're wrong because the spirits of the elements are right here!" Twilight exclaimed as Applejack and the others stood by her.

The pieces of the elements started to vibrate glow in five different colour aura's, "What ?" Nightmare Moon ask in shock of what's happening.

"Applejack, who reasurred me when I was in doubt represents the spirit of Honesty," Twilight spoke as the Element of Honesty shards started circling around her.

Twilight then turns to Fluttershy, "Fluttershy, who tamed the manticore with compassion represents the spirit of Kindness!" Then the Element of Kindness shards started surrounding the shy mare.

"Pinkie Pie, who banished fear by giggling in the face of danger represents the spirit of Laughter," Then on cue the Element of Laughter shards circled around the pink mare as she giggle in excitement.

"Rarity, who calm the sorrowful serpent with a meaningful gift represents the Element of Generosity," As the Element of Generosity shards circle Rarity who smiles happily for Twilight.

"And Rainbow Dash, who could not abandon her friends for her own heart's desire represents the spirit of Loyalty!" Twilight finished as the Element of Loyalty element shards circle the cyan mare.

Meanwhile Cuphead started waking seeing what was going on and saw the five elemnts glowing with the five mares, he gets up and races towards them.

"The spirits of these five ponies got us through every challenge you threw at us," Twilight stated.

"You still don't have the sixth element, the spark didn't work!" Nightmare said with a snarl.

"But it did, a different kind of spark. I felt at the very moment I realised how happy I was to hear you to see you how much I cared about you, the spark ignited inside me what I realise that you are all are my friends." Twilight said at that moment the sixth element appeared.

"The sixth element," Cuphead said with wonder.

Twilight look at Nightmare, "You see Nightmare Moon when those elements ignited by the spark that resides in the heart of us all it creates the sixth element, the Element of Magic!" Twilight said as the Elements of Harmony started changing as the Mane 6 closed their eyes as a rainbow beam appeared and went straight at Nightmare Moon.

"NOOOOOO!" Nightmare Moon screamed as the rainbow light immediately engulfed her whole.

Cuphead notice the mares all got engulfed by a flash of light as he shielded himself to brace it, the light dies down as he saw all the mares on the floor unconcious. He rushes to them and help them up, "Are you all okay ?" He ask as Rainbow Dash and Applejack slowly opened their eyes.

"I'm okay Cuphead," Rainbow spoke as the boy help her and Applejack get up.

"Oh my goodness," came the voice of Rarity as they turned and saw her purple tail has restored.

"Wow, Rarity, your tail is as good as new," Cuphead said in amazement to see the marshmallow mare's tail has finally returned to her.

He then notice something else, "Whoa, girls look what's around your necks." He said as the five mares look at their necks and saw the Elements of Harmony have changed.

"They look just like our cutie-marks," Fluttershy said in wonder as the others nodded in agreement.

Cuphead turns to Twilight, "Twilight, your element has changed into a crown," he said to Twilight as Applejack and others saw the crown as well.

"Hey Twilight, I thought you were just a lot of hooey. But I reckon we really do represent the elements of friendship," Applejack said.

"Indeed you do," came another female voice as they turned and saw a yellow light appear in the horizon until it made it's way into the castle and landed in front of the Mane 6.

The light then changed into a beautiful anthromorphic alicorn princess with white skin and her mane and tailare flowing and multicolored with light cerulean, light turquoise with very light cobalt blue and pale grayish pink. She also wore a white regalia that fits her perfectly along with a crown on her head.

The five mares immediately bowed down before the princess while Twilight went up to her, "Princess Celestia," she said as she hugged the white alicorn.

"Twilight Sparkle, my faithful student," Princess Celestia spoke as she return the hug. "I knew you could do it."

Twilight looked up at her, "But you told me it was an old pony tale," she said as the princess smiled.

"I told you thet you needed to make some friends and nothing more, I saw the signs of Nightmare Moon's return and I knew it was you who had the magic inside to defeat her but you could not unleash it until you let true friendship into your heart," Princess Celestia explain until she spots Cuphead and smiles softly at him.

Cuphead was a bit nervous until he spoke, "Hello Princess Celestia, my name is-" But was cut off as the princess spoke as well.

"That's alright Cuphead, I know," she said which makes the cup look at her.

"How did you-" But he was cut off again as the princess continue speaking.

"I also saw you tagging along with Twilight Sparkle including the part where I saw you trying to slow down Nightmare, and with that I am going to announce all of Equestria that you are welcomed in our land." Princess Celestia said which makes him hug her as well.

"You're welcome Cuphead," Princess Celestia said as she returns the hug. "Now if only another will as well," she said as she then walk towards a young anthro alicorn mare with dark blue skin and has bright blue mane and tail, she also wore light blue regalia and a black crown on her head.

"Princess Luna," Princess Celestia said which causes the young blue anthro alicorn to wake up and look at her, "It has been a thousnd years since I have seen you like this. Time to put our differences behind us, we were meant to rule together little sister."

"Sister ?" Twilight ask in surprise.

"Will you accept my friendship ?" Princess Celestia ask kindly to her younger sister.

Princess Luna went up to her big sister and hug her tightly, "I'm so sorry, I missed you so much big sister!" She replied with tears in her eyes as Celestia hug her back.

"I missed you too," Princess Celestia replied.