My Little Pony: Heroes in Training

by Masterob

Rating: teen
Tags: Human, X-Men, Main 6, Rainbow Dash, Adventure, Equestria Girls, Crossover, Twilight Sparkle, My Little Pony: Friendship is Magic
Length: 13631

Part of a large universe of heroes and magical girls.

Taking place in an extended universe. Twilight Sparkle and her friend Peter Parker put hero training on hold to learn one very important thing. The Magic of Friendship. Neither are particularly excited for it.

Retells certain episodes of MLP, but this time, the ponies are humans.

Published 2025-01-19 04:40:01 UTC
Last updated 2025-02-19 04:42:06 UTC

Friendship and Heroes are Magic

The Kingdom of Equestria, ruled by the benevolent Princess Celestia. This kingdom stretches far and wide, covering many lands within the continent of Europe. Equestria is a special place, even in a world full of quirks and other amazing abilites. For Equestria, is one of the few spots on Earth home to magic.

Many try to dismiss the magic of Equestria, brushing it off as more quirks, even many within didn't fully believe, but there were those who knew better. Magic is a core foundation of Equestria, and with that magic, comes Friendship and Harmony, the two driving factors of the country.

However, not everything in Equestria has been harmonious, for many evils still lurk about, starting with the evil Centaur being, Tirek, who along with his brother Scorpan, had tried to take over Equestria. Thanks to the efforts of Princess Celestia, Princess Luna and Starswirl the Bearded, Tirek had been dealt with, locked away for a millennia.

Soon other problems arose, including liberating the Crystal Empire from the evil King Sombra, casting Discord into stone and sealing away the Creature of Shadows. But the biggest obstacle to Equestria's Harmony came from Princess Luna herself, the Protector of the Night turning into Nightmare Moon and nearly overthrowing her sister. Celestia prevailed, banishing the corrupted Luna to the moon, but at a cost, having to be without her sister for over a millennia.

After a thousand years, and one failed attempt at a potential successor, a girl with outstanding potential made herself known to Celestia, though unintentionally. Twilight Sparkle, who possess great magic for her age was taken in as Celestia's personal apprentice. She was to be groomed to become a great magic user, but throughout the years Celestia took note of one flaw Twilight possessed, her inability to make friends, or rather maintain a good friendship.

Twilight had friends she hung out with, but even when they were together she was pretty distant from them, opting to read and study as opposed to actually interreacting with them. Celestia knew she needed to fix this, and she came up with a solution, with the help of a friend of hers, the Sorcerer Supreme, Doctor Strange.

Twilight Sparkle had transferred briefly to New York, where Celestia hoped she could make friends, but that had failed start as Twilight was anti-social and distant from everyone, except for the one boy who approached her, and got somewhat of a decent conversation out of her, that being Peter Parker.

The boy seemed average at first, but was secretly a vigilante hero named Spider-Man, who went around New York City, protecting it from various villains, some trouble Twilight got caught up with as well.

After some time, Twilight had briefly returned to Canterlot to grab some of her books from her library when she made a discovery, Nightmare Moon was about to return. She needed to act fast, and even let Celestia know, the mare simply telling Twilight to stop worrying about such Fairy Tales, suggesting she simply attend a party a friend of hers was throwing, but Twilight insisted she had no time for parties.

Celestia figured the next best thing was to find another way to get Twilight more social, by putting her in charge of the Summer Sun Festival. Twilight would rather look into Nightmare Moon but she won't refuse an order such as this one. With her adoptive brother Spike by her side, along with Peter who was sent at Doctor Strange's suggestion, Twilight went to the town of Ponyville. The three took a chariot to town, about to embark on their next adventure.

"So...why is this place called, 'Ponyville' exactly?" Spike asked, very bored sitting and waiting in the chariot ride.

"I believe it had to do with the first settlers who arrived by pony," Twilight said. "It's an old story from many years past."

"Seems kind of strange, every book I read about Equestria mentioned ponies, like if they're this country's mascot or something," Peter stated.

"A country can't have a mascot, that's just plain silly," Twilight said.

"They can to, my country has an Eagle, it represents our pride and freedom," Peter said. "Maybe ponies mean something to Equestria, which wouldn't be surprising given the country's name."

"They're a natural form of transportation and very reliable animals, so of course our settlers would be fond of them, but calling them our country's mascot is a bit silly," Twilight said. "Also I read about your country and the Eagle isn't a mascot, it's just used to symbolize America."

"Like a mascot," Peter said, getting a groan from Twilight.

"You're impossible, I can't believe I have to work with you," Twilight said. "Much as I respect Doctor Strange, this is one choice I can't get behind."

"I'm here to help you be more social, it's what both your mentors want," Peter said. "I'm here because my mentor wants me to train my quirk and your country is a bit more lenient when it comes to quirk laws."

"Quirk, such a silly name, who even came up with that?" Twilight wondered, then noticed Ponyville in the distance. "Oh good, we're here."

"Wonder if there will be any ponies there?" Peter wondered. "Think I can ride one?"

"We're not here to ride ponies, we're here to set up the Summer Sun Festival," Twilight said. "The sooner we do this, the sooner I can get back to my life in Canterlot."

"Also what's Canterlot? I thought the city was called 'Camelot'?" Peter asked.

"Does it really matter right now?" Twilight asked. "Just do what you're told Peter."

"Fine, bossy," Peter said, turning away from the girl.

"Look Twilight, I know you're bummed out about this, you especially seemed bummed out about having to make friends," Spike began. "But at least you get to stay in a library, doesn't that make you happy?"

"Actually it does," Twilight said. "After I check up on the preparations, I can read up more on Nightmare Moon's return."

"But when are you going to make friends like the Princess said?" Spike asked, just as the carriage arrived in Ponyville.

"As Princess Celestia's royal subject, I will do my royal duty as expected, but the fate of Equestria, or even the world for that matter does not rest on me making friends," Twilight said.

"Hey it works for The Avengers," Peter said.

"The Avengers are a team Peter, but I don't need a team to read up on Nightmare Moon," Twilight said, getting off the carriage. She turned to the drivers, "Thank you for your assistance."

"Our pleasure Miss Sparkle," One said and rode off back to Canterlot.

"Just try talking to someone Twilight," Peter said. "Who knows, maybe you'll find you have more in common with someone than you thought."

Just as Peter said that, a young teen girl with pink hair just happened to arrive, this catching their attention. "Give it a try Twilight, say hello," Spike urged.

"Uh...hello," Twilight said. The girl just gasped loudly and ran off in an instant. "Well, that was interesting."

"Alright, bad first impression, can't hurt to try again," Peter said.

"Or we can do what the Princess asked, I don't have all day," Twilight said, walking off with Peter and Spike dejectedly following.

"Here's hoping a friend will actually put a damper on that prissy attitude," Peter mumbled.

Before long the two had arrived at a barn, "Our first stop, Sweet Apple Acres. The residents here are in charge of the Banquet."

"Sweet, hope they got something tasty," Peter said.

"We're not here to eat," Twilight said. "Let's just find-"

"Yee haw!" Nearby a girl with blonde hair had run and kicked some apples from a tree, all of them landing in buckets.

"That was totally awesome," Peter said, making his way over. "Excuse me, miss!"

"Peter, let me," Twilight said, making her way over. "Hello, my name is Twilight Sparkle and I-"

"Well howdy Miss Twilight," the girl said, quickly shaking Twilight's hands, rather fast. "Mah name's Applejack, we here in Sweet Apple Acres sure do love making some new friends."

"Uh, I'm not here to-" Twilight couldn't finish as Applejack turned to greet Peter.

"And howdy to you too, what's your name partner?" Applejack asked.

"I'm Peter Parker, nice to meet you," Peter introduced.

"And I'm Spike," the younger boy greeted.

"Pleasure to meet you both," Applejack said, simultaneously shaking their hands. "So, what can ah do you fer?"

"I am here to supervise preparations for The Summer Sun Celebration," Twilight said, getting Applejack's attention. "I believe you're in charge of the food."

"Sure as sugar am," Applejack said. "Care to try some?"

"You bet!" Peter excitedly offered.

"Peter!" Twilight scolded.

"Hey if they're gonna serve food, then you gotta know if it's good," Peter said. "Plus I'm kind of hungry."

"Oh it's a delight, ah guarantee yer gonna like it," Applejack said.

Twilight sighed in annoyance, "As long as it doesn't hold us up."

Applejack then rang a nearby bell, "Soup's on everybody!" Suddenly a bunch of people ran in, helping Twilight, Spike and Peter to a table. "Now, allow me to introduce y'all to the Apple Family."

"Apple Family?" Peter said in confusion.

A girl with green hair arrived with a dish, whom Applejack introduced, "This here's Apple Fritter." Another came with caramel covered apples, "This is Apple Bumpkin." More and more came with different dishes, most named after the person who made it, "Red Gallon, Red Delicious, Golden Delicious, Caramel Apple, Apple Strudel, Apple Tart, Baked Apple, Apple Frias, Apple Cinnamon-Crisp." Applejack stopped a moment to take a breath, first gesturing to a bigger man, "Big Macintosh", she then gestured to a little girl, "Apple Bloom." Then gestured to an older woman sleeping in a rocking chair. "Granny Smith. Up and at'em granny, we got guests."

"Huh? Oh...soup's on?" Granny Smith said, getting up from her chair, strolling to the others.

"That's a lot of Apples," Peter said. "But dang the food looks good."

"Ah say y'all are already part of the family," Applejack said.

Twilight nervously chuckled, "Uh, well...I think the food situation looks fine, so we'll be on our way."

That got a round of sad groans from the others, especially one little girl. "Aren't you gonna stay fer brunch?" Twilight looked down at a sad Apple Bloom.

"Twilight if you make that adorable little girl cry I will never forgive you," Peter warned.

"Peter, we're on a tight schedule," Twilight said.

Peter had already appeared by Apple Bloom's side, gesturing to her with a sad face of his own, "This little girl's happiness is riding on the answer to your question. Can you live with yourself if you broke her heart!? Is your precious schedule really that important!?"

Twilight knew Peter wasn't gonna drop this, and she had to admit making anyone sad after how nice they were would be pretty mean. "Alright fine."

"Sweet, I'm digging in!" Peter said, rushing over and taking a bit out of pretty much everything, much to Twilight's annoyance.

"He's got quite the appetite," Applejack said, happy with how pleased he looked eating the food. "So, he yer boyfriend or something?"

"What!? No way! He's just someone I met in New York," Twilight said.

"New York!?" Applejack said in surprise. "Well I'll be, haven't been there since ah was a little girl."

"You went to New York?" Twilight asked.

"Got some family over there, so he's from all the way across the pond huh? That makes this even more special then," Applejack said. "Eat as much as ya like!"

"Come try it Twilight!" Peter said, gulping a bunch of food down. "It's like heaven in your mouth, especially these Apple Fritters."

"Aw, bless yer heart," Apple Fritter said.

Twilight sighed in annoyance as she made her way over to Peter, sitting right beside him as he continued to stuff his face.

Later on the trio had gone to the center of town, Spike reading off the list, "Next up is the weather. A girl named Rainbow Dash is supposed to be clearing the clouds."

"One girl?" Peter asked. "How is she supposed to do that?"

"She probably had a Pegasus quirk, those are good for cloud clearing," Spike said. "They're very common in Equestria, though they don't all function the same way."

"Well whoever she is, she's not doing a great job," Twilight said, gesturing to the sky above. "It's still clou-"

Suddenly a girl with Rainbow hair had crashed into Twilight, alarming Peter. "Whoa! You alright!?" He rushed over and saw that she and the other girl were knocked into mud. "Hm...I bet I can sell a lot of tickets right now."

"Dude that's my sister," Spike reminded, getting a sheepish laugh from Peter.

The girl sat up, noticing that she had accidentally knocked Twilight. "Heh, sorry about that." She couldn't help but laugh at the sight though, in hindsight it was pretty funny. "I'll help you out, hang tight."

She flew up and grabbed a cloud, raining down some water on Twilight, clearing the mud off, but leaving her completely drenched.

"Looks like you over did it," Peter said.

"Yeah, you're right, don't worry I got this," the girl said and flew around super fast, airing out Twilight. "My own patent Rain-blow Dry!" She landed beside Twilight, "No need to thank me, it was my..." She took one look an saw Twilight's mane all frizzled. This set the girl into a giggle fit, same with Spike and Peter.

"I don't suppose you're Rainbow Dash, are you?" Twilight asked, trying to brush off her annoyance.

"The one and only," Rainbow Dash boasted. "You heard of me?"

"Well I heard you're suppose to be keeping the sky clear," Twilight said. "I'm Twilight Sparkle, Princess Celestia sent me to check on the weather."

"Don't worry about it, I'll get it done after my practice," Rainbow Dash said as she laid on a cloud.

"What practice?" Twilight asked.

"The Wonderbolts of course," Rainbow Dash said.

"Wonderbolts?" Peter asked. "That High Flying group of pro heroes that also double as performers?"

"The one and only, I'm gonna blow them away with my skills, and then they'll have to sign me into their Agency," Rainbow Dash said.

"Do you even have a license?" Twilight asked. "Are you even old enough to have one?"

"Well, I'm gonna get one eventually, and it's gonna be with them," Rainbow Dash said.

"You really think they'll sign a girl who can't even keep the sky clear?" Twilight asked, getting a glare from Rainbow Dash.

"I can clear this sky in ten seconds flat," Rainbow Dash boasted. "The Flash himself has nothing on my speed!"

"Whoa, big talk there , little girl," Peter said.

"Dude, you look the same age as me, who are you anyway?" Rainbow Dash asked.

"Peter Parker, Twilight's friend," the boy introduced.

"Assistant," Twilight corrected. "But I do agree that's big talk, and I don't buy it. So you're gonna have to prove just how fast you are."

"Want me to prove it? I'll prove it right now!" Rainbow Dash said. She started zipping around the sky, punching and kicking the clouds away. It truly didn't take long for the skies to be cleared, much to the amazement of Twilight, Spike and Peter, the latter having had his watch out to time her. True to her word, it took exactly as long as she said it would.

"What I'd tell you, ten seconds flat!" Rainbow Dash said.

"...You dating anyone right now?" Peter asked.

Rainbow Dash giggled a bit, "Sorry, not in the market for a boyfriend, but I'll keep my options open, especially for a good-looking guy like you."

Twilight snapped out of her shock, somewhat glaring at the boy. "Hey, no flirting, we have a job to do!"

"Just keeping my options open," Peter said.

"Well I gotta get going, I'd love to see you both again, same with you little guy," Rainbow Dash said.

"My name's Spike," the younger boy said.

"Cool, well see you three later," Rainbow Dash said and sped off.

Peter took a look at Twilight's still poofy hair, "You know, that hairdo is actually cute on you."

"Real funny," Twilight said, walking off.

"Wait I'm serious, hey wait up!" Peter said, running to catch up with Twilight, Spike close behind.

The trio arrived in the town hall, Spike checking off his list again, "Decorations...Wow, beautiful..."

"Yes, the decor is coming along nicely, this'll make a nice quick visit," Twilight said.

"Not the decor...her," Spike said, gesturing to a very beautiful woman. "Her..."

She tossed aside a few ribbons, "No, no, oh this won't do at all."

"Wow she's pretty," Peter said, blushing a bit.

Spike started straightening out his hair, "How do I look? Be perfectly honest."

Twilight rolled her eyes at her brother and made her way over to the girl, "Good afternoon."

"One moment please, I am in the zone," the woman said, focusing back on the decoration. "Ah, sparkles make everything much better, oh Rarity you are a genius." She turned back to Twilight, "How may I, oh my stars!"

"Did she notice me? Am I devilishly handsome?" Spike asked.

"Please, if anything she probably noticed me," Peter said, slicking his hair back.

Rarity made her way over to Twilight, "Darling, your lovely mane, what happened?"

"My mane? You mean my hair?" Twilight asked, looking up at her still poofy hair. "It's a long story. I'm just here to check on the decorations, then I'll be out of your hair."

"What about your hair though?" Rarity said, then nudged Twilight out of the building.

"Uh, where are we going?" Twilight asked.

Spike followed after them, "She's so lovely..."

"Wonder if that accent is real?" Peter pondered as he followed after Spike and the girls.

At the Boutique, Rarity is trying out different clothes for Twilight, most of them being duds in her eyes, "Hm, nothing's working yet, but I shall find something soon."

"This really isn't necessary," Twilight said, trying to slip back into her regular clothes.

"But I insist, a woman should always look presentable," Rarity said. "Now, I don't believe I've seen you around town, where are you from dear?"

"Oh me? I'm from Canterlot," Twilight said.

"Canterlot!?" Rarity said in surprise. "Oh I am so envious, I've always dreamed of living there, I can't wait to hear more about it. You and I are going to be the best of friends."

"Uh, friends?" Twilight asked.

Rarity turned to Spike and Peter, "What of these two fine young men? Are they also from Canterlot?"

"Spike is, he's my brother," Twilight said, gesturing to the lovestruck boy. "Peter's from America."

"Oh my, all the way across the pond," Rarity said. "Where exactly in America are you from dearie?"

"I'm from New York City," Peter said.

"New York City! First Canterlot now New York City, I'm being surrounded by people of high culture," Rarity said.

"Uh, New York isn't exactly a cultured place," Peter said. "It's very busy and sometimes in a lot of peril, keeps the pros busy at least."

"We'd love to stay and talk, but we really should be going!" Twilight urged.

"Man you're in such a rush, stop to smell the roses," Peter said.

"Let's go!" Twilight ordered.

Peter sighed in annoyance, "She's busy setting up the Summer Sun thing, so she's in a bit of a hurry."

"That's fine, I hope to see you around," Rarity said.

"You will," Spike said, still looking love struck as Peter guided him away.

"Come on lover boy," Peter said, following Twilight to the next destination.

Not too far away, a young girl with pink hair was busy orchestrating a flock of birds for a song, "Oh, excuse me, stop please." The girl turned to one bird, "Pardon me, but your rhythm was just a teensy bit off, follow me please, ahem, a one, a two, a one, two three-"

"Hello!" Twilight interrupted, freaking the girl out and startling the birds away. "Oh my, I didn't mean to frighten your birds, I just wanted to check on the music, it sounds really lovely by the way." The girl said nothing, she just bashfully kicked her feet. "I'm Twilight Sparkle, what's your name?"

"I'm...Fluttershy..." The girl said, super quietly through, inaudible to Twilight.

"Um, can you repeat that please?" The confused girl said.

"My name is Fluttershy.." the girl again muttered, too low for Twilight to hear.

"Didn't quite catch that," the girl moved in closer, but it just spooked Fluttershy into backing away. "Uh...is everything alright?"

Fluttershy began whimpering a bit, much to Twilight's confusion. Fortunately Peter had stepped in, "Let me try. Honestly it's really obvious she's shy, you gotta take a gentler approach."

"Hey I've never met a girl her age that shy," Twilight insisted.

"Everyone of all ages is shy Twilight," Peter said, moving in closer, Fluttershy backing away again. "Hey, you alright there?" Fluttershy barely acknowledged Peter, she was feeling a bit overwhelmed. "Hey Twilight, mind meeting up with Spike?"

"Is this necessary, I mean her birds came back, so she can just go back to her orchestra," Twilight said.

"Just go will ya?" Peter said.

"Fine, have it your way," Twilight said, taking a step back.

Peter turned his attention back to Fluttershy, "Sorry about her, looks like you're doing a really good job with those birds, you must be really good with talking to critters like that."

"Th-thanks, it's um...part of my quirk," Fluttershy said, mostly mumbling. Peter had a better sense of hearing, so that worked just fine for him.

"It's really neat, so, my name's Peter, I know you tried introducing yourself before, mind trying again? Only if you want to," Peter said.

"F-Fluttershy," the girl answered.

"That's a really pretty name," Peter complimented. "It was nice meeting you, I hope I can see you again later."

"Um, thanks..." Fluttershy felt a bit flustered, this boy was really nice and friendly.

Peter made his way back over to Twilight and Spike, "She's a nice girl, her name's Fluttershy and her quirk lets her talk to those birds, probably other animals."

"That's nice, now let's get a move on," Twilight said, walking by Fluttershy with Peter and Spike right behind her.

As they did, Fluttershy made a quick comment, "Excuse me..." This got their attention, "Um, if you don't mind me asking...I mean, you look like you're not from around here, n-not that it matters but...I was just curious.."

"Hey if you want to walk with us for a bit, we don't mind," Peter said. "Maybe you can tell us more about yourself."

"Yeah, we'd love to hear more from you," Spike said.

"Oh, I'm not that interesting..." Fluttershy said. "I just take care of animals."

"Like a veterinarian?" Peter asked.

"Almost," Fluttershy said, walking with the group. "So, you're Peter?"

"Sure am, you already met Twilight, and this is her little brother Spike," Peter introduced.

"Is she your...well, your girlfriend?" Fluttershy asked.

"No, just a friend," Peter said, then heard Twilight clear her throat. "Ugh, my acquaintance."

"Oh, that's too bad," Fluttershy said. "Um...what do you do? What's your quirk?"

"I have spider powers, I can crawl on walls, leap really high, lift several times my own weight," Peter explained.

"Wow, that's so fascinating," Fluttershy said, perking up a bit. "I know a lot about spiders, ooh, can you spin webs too?"

"Eh, I mean theoretically I can but it's a pain in the neck to try so I make the webbing separate," Peter said. "I can tell you all about my experience, I've had a chance to crawl all over New York City after all."

"New York City!?" Flutterhy asked. "Oh, you're from America?"

"Sure am, I'll tell you all about it," Peter said, Fluttershy following the trio all the way to Golden Oaks Library.

"Your friends sound really nice Peter," Fluttershy said. "It's so interesting hearing about others just like you, other spiders I mean."

"Spiders are cool, but dragons are much better," Spike said. "I can tell you all about my quirk abilities."

"I'm sorry to interrupt, but my little brother here really should be getting to bed for his nap," Twilight said.

"Huh? I'm not even-" Suddenly Twilight had knocked Spike over.

"Aw, he's so sleepy he can't even keep his wittle balance," Twilight said.

"I'll get you for that," Spike warned, getting off the ground into the library.

"It was nice meeting you Fluttershy," Peter said.

"Yes, yes, very nice," Twilight said, going inside the library and pulling Peter with her. "Goodnight!" She quickly slammed the door, leaving Fluttershy confused.

"This is why you can't make any friends," Peter pointed out.

"I honestly don't care Peter, I need to figure out the Nightmare Moon situation, the less people to distract me, the better," Twilight said turning on the lights.

"SURPRISE!" a bunch of people shouted, startling Twilight, Spike and Peter, the latter instinctively aiming his web-shooters. Thankfully he had enough sense to realize that it was only a surprise party.

"Well, this is...surprising," Peter said.

"Of course it is!" The pink haired girl from earlier said. "That's why it's a surprise party!"

"You look familiar," Peter said.

"Of course, remember I saw you three earlier, and you were like 'hello' and I was like *gasp* because I never saw you three before and if I never saw you that means you're new and I know everybody, and I mean everybody in Ponyville, and if you're new then that means you haven't met anyone, and if you haven't met anyone that means you don't have any friends, and if you don't have friends you must be lonely, and that made me so sad, so I had an idea, which is why I went *gasp*," During the girl's explanation, Twilight took the time to pour herself a beverage, clearly not interested by this girl's antics, "I had an idea to throw a party and invite everyone in Ponyville!" At that moment, Applejack, Rarity, Fluttershy and Rainbow Dash made their presence known. "And now you have lots and lots of friends!"

"Wow, she works fast, right Twilight?" Peter said, then noticed that her face looked hot, "Uh, Twi? You doing alright there?"

Twilight started steaming and ran upstairs, much to Peter's confusion. He turned his attention to the beverage Twilight poured, "Uh, what's hot sauce doing near the drinks?"

"They're for the cupcakes," the pink haired girl said, grabbing in and pouring some on one, then chugging it into her mouth.

"Uh...that's unique?" Peter said.

"Good too," The girl said, then swallowed. "I'm Pinkie Pie by the way, well my full name is Pinkamena Diane Pie but that's too long to say and only my mom and dad call me that, but mostly when they're mad, so just call me Pinkie Pie for short, or Pinkie for shorter!"

"Uh, well Pinkie, my name is Peter Parker, or just Peter," the boy introduced.

Pinkie gasped, "You're a PP!? I'm a PP too! We're PP buddies!"

"Uh yeah, don't say that, it's weird," Peter said.

"Huh? What makes it weird?" Pinkie asked.

Peter turned away with a huge blush on his face, "I'd rather not explain, just trust me on this."

Later on Twilight was seen with her head under her pillow, trying to block out the noise from downstairs. This was not the evening she had in mind.

"Hey Twilight!" Spike said, entering their shared room, a lampshade on his head. "They're playing pin the tail on the donkey, wanna play!?"

"No!" Twilight answered. "All the people in this town are CRAZY!"

"Or maybe you're just not fun," Peter said, poking his head into the room.

"Can it Peter!" Twilight shouted. "Honestly don't they even know what time it is to be partying this late!?"

"It's the Eve of the Summer Sun Celebration, everypony has to stay up for the sunrise," Spike reminded.

"A perfect excuse for an all nighter," Peter said. "You should really come party with us Twilight, I mean having a few friends isn't the worst thing in the world."

"This is the time to learn about the Elements of Harmony, not about making friends!" Twilight shouted.

Peter sighed and turned to Spike, "Mind if I try getting through to her?"

"Good luck," Spike said, making his way out the room.

Peter made his way over to Twilight, "Look, I get you're worried about this Nightmare Moon thing, but is it really worth getting this bent out of shape for?"

"You don't understand Peter," Twilight said, turning to the moon. "Legend has it on the longest day of the thousandth year, the stars will aid in her escape and she will bring everlasting night."

"I bet Batman wouldn't mind," Peter joked.

"Peter, don't you realize how dangerous this could be? Aren't you supposed to be a hero in training!?" Twilight asked.

"Look, I know it's risky, but maybe we should take Celestia's word for this," Peter said. "I mean, maybe this Nightmare Moon thing is just a myth."

"I...kind of hope you're right," Twilight said. "But..."

"Twilight! Peter!" Spike interrupted. "It's time for the sunrise!"

"Wow, already?" Peter said, then turned to Twilight. "Come on, maybe this will put your mind at ease, I mean Celestia will be there, her presence can reassure you.

"I hope so," Twilight said, following Peter and Spike to their destination.

Town Hall, all the people had gathered in anticipation of Celestia's arrival, and the sunrise to follow.

Twilight stood with Spike and Peter, eagerly awaiting the Princess. That's when Pinkie showed up in her usual pep, "Isn't this exciting!? Are you excited? I'm excited! In fact I've never been so excited! Except when I saw you earlier today and I went *gasp* but I mean really, who could top that!?"

Fluttershy's birds then began singing, as orchestrated by the mare herself as the town Mayor made her presence known, "Ladies and Gentlemen, as mayor of Ponyville, it is my pleasure to announce the start of the Summer Sun Celebration!" That earned a round of applause, "In just a few moments, we will bear witness to the magical sunrise on the Longest Day of the Year!" At this point, Twilight noticed something strange with the moon, raising her worry. "And now it is my honor to introduce the ruler of the land, who today will be accompanied by a good friend of hers, Doctor Stephen Strange from New York City, the good, the wise, the bringer of Harmony to all of Equestria, Princess Celestia!"

Rarity pulled the rope unveiling the curtain on cue with Fluttershy's birds, revealing absolutely no one there. "Huh?" Rarity went to go check for herself where Celestia had gone.

"This can't be good," Twilight said.

"Remain calm everyone, there must be a reasonable explanation for this," The Mayor said.

"Maybe she's hiding!" Pinkie said.

"I don't think she would be, unless Doctor Strange is playing some weird trick," Peter said.

"She's not here!" Rarity announced.

"Oh, where is she then?" Pinkie asked, then freaked when she saw some purple magical aura.

Soon a mysterious woman appeared dressed in purple armor, staring down at everyone. Everyone was confused but Twilight recognized her, "Nightmare Moon."

"That's her?" Peter asked. "She doesn't look that scary honestly."

"My beloved subjects," Nightmare Moon began. "It's been so long since I've seen your precious little sun loving faces."

"What did you do with our Princess!" Rainbow Dash asked, looking ready for a fight.

"Easy there, don't go starting trouble, you don't know what she can do," Applejack warned.

"Oh, am I not royal enough for you? Do you not know who I am?" Nightmare Moon asked.

"Hokey Smokes?" Pinkie asked. "Queen Meanie? Oh I know, you're-" Applejack shut her up by shoving some pie in her mouth.

"Does my crown no longer count from being imprisoned for a thousand years?" Nightmare Moon asked. "Did no one recall the legend? Or see the signs?"

"I did!" Twilight said. "And I know who you are, the woman of the moon, Nightmare Moon!"

That earned a gasp from the crowd, though the villainous woman was delighted. "So, someone remembers me, and I presume you know why I have come?"

"You're here to...to..." Twilight was too nervous to reply.

"Remember this day little ones, for it was your last," Nightmare Moon said. "Because now, the Night, will last, FOREVER!" An evil laugh emanated the room, leaving Twilight very much concerned, same with the others who must now face the possibility of an endless night.

"I don't think so!" Peter shouted. He rushed in to attack but she had grabbed him with her magic and blasted him back against the wall.

"No! Peter!" Twilight rushed over to check on the boy, he looked fine, but he seemed pretty outmatched.

"I wouldn't try that again," Nightmare Moon warned as she floated off. "I'll be back for you little ponies, but first I have plans to make, starting with taking over the castle that belongs to that foolish Princess."

Nightmare Moon had disappeared, leaving everyone behind as Twilight had to figure out what to do. She would have to stop this, if she could only find a way how.

Author's Note

Just for context. This is part of a massive crossover that can be read in full on others sites. This is the My Little Pony portion and focuses a lot on the interactions with the Marvel Heroes.

Castle in the Everfree

The legend was true, Nightmare Moon had returned, in place of Celestia who was supposed to be at the Town Hall. All the ponies were terrified of the prospect of Eternal Night, something that would not only affect Equestria, but the entire world.

Twilight had returned to the library with Peter, who was shaking off an attack from Nightmare Moon, and Spike, who was very much exhausted from the night prior. When the three got back to the library, Twilight helped Spike to his bed as she began to comb through her library for answers.

She was not alone, Rainbow Dash, Applejack, Rarity, Pinkie Pie and Rarity had gone back with her, offering to help Twilight, or for some, get some answers from her, such as who Nightmare Moon was and how Twilight knew of her return.

"Come on, I gotta find out where the Elements of Harmony are!" Twilight frantically said as she searched through her library. "But there's nothing here!"

"What are the Elements of Harmony anyway!?" Rainbow Dash asked. "Furthermore how did you know about Nightmare Moon!? Are you secretly an underling or something!?"

"Hey easy, Twilight's not like that," Peter reassured.

"Oh really, says the boy who has been accompanying her all day!" Rainbow Dash shouted. "Maybe you're both in on this! Maybe you're both-"

"Alright that's enough!" Applejack warned. "Twilight and Peter seem like good folks, so ah doubt they would pull something like this. But they do know something."

"Twilight knows more than me," Peter said. "I was just asked by Celestia and Doctor Strange to keep her company."

"Why would the Princess of our country and a well-known Sorcerer ask you to keep tabs on Twilight?" Rainbow Dash asked.

"It's part of my hero training," Peter said. "See Doctor Strange knows my mentor Tony Stark, or Iron Man as you all might know him."

"I know him!" Pinkie shouted.

"...Right, well he asked me to accompany Twilight because of reasons, and here I am," Peter said. "I didn't know about Nightmare Moon until I met her."

"So Twi, mind explaining everything?' Applejack asked.

Twilight nodded her head, "I read all about the predictions of Nightmare Moon, and that only the Elements of Harmony can stop her. But I don't even know what they are, or where to find them, I don't even know what they do!"

"Maybe Doctor Strange knows?" Peter suggested.

"I already asked him, he told me it's beyond his knowledge," Twilight explained. "If I could only-"

"Elements of Harmony!" Pinkie said, getting their attention. "A reference guide!"

Twilight quickly rushed over, "How did you find it?"

"It was under 'E'!" Pinkie sing-song explained.

"...Are you freaking kidding me?" Peter muttered.

Twilight rummaged through the book, "There are six Elements of Harmony, but only five are known. Kindness, Laughter, Honesty, Generosity and Loyalty. The sixth is a complete mystery, believed to be located in the castle of the pony sisters."

Unbeknownst to them, an essence of Nightmare Moon had overheard them, and flew off to find its master. Peter felt a chill, but when he turned to the window, he saw nothing.

"Where is this castle Twilight?" Peter asked.

Before long, the group of heroes had found the path to the castle, blocked by one entity, "The Everfree Forest!"

"Uh...why is everyone all freaked out?" Peter asked.

"Probably all the monsters and mean ghosties living in here," Pinkie Pie theorized.

"Pardon me!?" Peter asked.

"I've heard tell of this place," Twilight said. "It is a very unsafe location, so I implore the rest of you go home, I'd rather do this on my own."

"Sorry Sugarcube, no friend of ours is going into that forest alone," Applejack said.

"It's fine, I have Peter," Twilight said, before turning to the boy. "Unless you'd rather stay behind."

"Hey if this place is as bad as Pinkie Pie says it is, then I sure as heck ain't letting you go in there on your own!" Peter said.

"Neither are we," Applejack said. "We're sticking to you like Caramel on a Candy Apple."

"Oh that sounds so good right now," Peter said, following the girls into the forest.

Twilight sighed and followed the others inside, though once strolling through, she started to feel a bit nervous. Peter noticed when he checked on her, he could see some discomfort from her mannerisms. This place was indeed very creepy and if it is just as dangerous, he can't blame her for being frightened.

Peter stepped back and checked up on Twilight, "You doing alright?"

"I'm fine, don't worry about me," Twilight insisted, the fear in her voice not doing her any favors. "I don't suppose anyone's been in here before."

"Oh heavens no," Rarity answered. "It's such a dreadful place!"

"It ain't natural either," Applejack said, unaware of the essence below the ground, about to change the terrain. "Folks say it don't work the same as Equestria."

"What does that mean?" Peter asked.

"Nobody knoooows!" Rainbow Dash said from the shadows, trying to imitate a ghost voice.

"Hey cut that out, you're gonna scare everyone," Peter said.

"You mean like you tough guy?" Rainbow Dash taunted.

"Hey! I'm part Spider, I got the creepiness on my side, nothing scares me," Peter said.

"Well it should," Rainbow Dash said, creeping toward the others. "Because everyone who's come in, has never come OUT!"

At that point the cliff gave away, everyone started falling with the exception of Rainbow Dash and Fluttershy.

"Oh my goodness!" Fluttershy panicked.

"Come on, let's save them!" Rainbow Dash ordered, the shy girl right behind her. Fortunately Peter was quick to use his webbing to latch on the sides. "Rainbow Dash! Fluttershy! Catch!" In one swift movement he webbed Rarity and Pinkie Pie and flung them to the two girls.

Applejack had grabbed a branch to stop herself long enough to see Twilight about to fall off a cliff. She quickly let go to slide down in a more controlled manner. "I'm coming! Hang on tight!"

"Applejack!" Twilight said, hanging off the edge. "What do I do!? Where's Peter!?"

Applejack was about to pull her up when an idea came to her, "You gotta let go."

"But I'll fall!" Twilight angrily reminded.

"You'll be fine, just do it," Applejack said.

"No I won't! What world are you living in? I can't fly!" Twilight said. "Where's Peter!? Why isn't he here!?"

"Just trust me, if you let go, you'll be fine," Applejack reassured. "It's the honest truth, if you let go, you'll be safe."

Twilight still had her doubts, but in a moment of trust, she did as Applejack said and let go, immediately falling right afterwards. Thankfully Peter had swung in and grabbed her from the air, safely adjusting her and landing to safety. "Don't worry, I got ya."

"Took you long enough," Twilight said. "But thanks, I really appreciate it."

"I had to make sure Rarity and Pinkie Pie were alright, I trusted Applejack to keep an eye on you," Peter said.

"I do appreciate it," Twilight said as Applejack made her way down the cliff safely.

The Nightmare essence wasn't done yet, it began making its way to a nearby monster, getting a roar from a beast.

From the distance, Peter and the girls continued walking through the forest, though Rainbow Dash was more flying that walking. "Man that was so awesome the way Peter swooped in and grabbed you Twilight! He was like a regular hero out there!"

"It was nothing," Peter bashfully insisted. "Just doing what anyone else would have done."

"Not many would be that brave Peter, you should be proud," Rarity said.

"It's really nothing, I have a roommate who can do stuff like that too, I just happened to be nearby," Peter said.

Rainbow Dash landed down next to Peter, "Well I think it was awesome, you have great reflexes."

"You were there too, it was a team effort," Peter insisted. "Now let's hurry though-"

Suddenly a wild beast appeared before them, roaring at the group, startling the entire party, especially Peter. "Uh, is that a lion!? With wings and a sharp tail!?"

"It's a Manticore!" Rainbow Dash explained.

"A what!?" Peter asked. "That thing looks like it defies the laws of nature!"

"Peter, no offense, but yer a human spider, traveling with girls who do magic, can fly and have inhuman abilities," Applejack reminded.

"I hate to interrupt your logical point Applejack, but we need to get past this beast!" Twilight reminded.

Fluttershy looked concern, "Well, actually-"

The Manticore leapt at Rarity but she dodged and delivered a fierce kick, "Take that you ruffian!" The beast responded by roaring at Rarity, the force altering her hair negatively, "Ah! My hair!"

"Rarity watch out!" Peter rushed in and grabbed her out the way before the beast could strike. He left her near a tree as he turned back to the monster. "Wait here, I'll bring it down!"

"Wait..." Fluttershy said, trying to get their attention.

The Manticore rushed at Peter but he knocked it back with a kick, dazing it long enough for Applejack to land on it's back. "Get along little doggy!"

She rode on it rodeo style, Fluttershy still trying to get everyone's attention. "Wait!"

The Manitcore tossed Applejack off, Peter rushing to grab her before she hit the ground. "My turn!" Rainbow Dash took the moment to fly in and attack it, however she took a hit from its tail, knocking her back, Peter quick to catch her."

"Wait!" Fluttershy again called out, but no one seemed to hear her. They just stood together, looking ready for a showdown. The group ran at the Manticore, looking ready to take it down as a team, that's when Fluttershy had enough. She stood in front of them blocking their path. "WAIT!"

"Wow that's the loudest I've heard you speak," Peter commented.

Fluttershy paid that little mind and walked over to the Manticore, the beast looking ready to strike when she gently shushed it, "It's alright, we won't hurt you." The beast seemed a little relaxed, and revealed to the girl that a thorn was stuck on his paw. "Aw, poor little guy."

"Little!?" Rainbow Dash commented.

"Now this might hurt for just a second," Fluttershy said, pulling the thorn out, the monster roaring very loud, seemingly angry. However it started affectionately licking the girl, relieved that she helped him out.

"Oh thank God," Peter said. "Wow, that girl's brave."

"Aw, you're a little baby cutie, oh yes you are," Fluttershy cooed as everyone walked past, ready to continue. "I have to go now, behave alright."

The monster nodded and made its way back home with Fluttershy rejoining her friends. Twilight was still baffled by how she pulled that off. "How did you know it was hurt?"

"I didn't, sometimes we just need to be shown a little kindness," Fluttershy stated, much to Twilight's curiosity, but understanding. However the thorn that was pried off the Manticore had taken the form of a magical aura yet again as it flew off to enact the next part of its plan.

The group had continued to walk, Peter taking in his surroundings. "So, what caused all of these plants to wig out anyway? Quirks or something else?"

"It's believed to be quirk related, but many believe this forest was simply enchanted by evil magic," Twilight explained.

"I just hope we finish soon, my eyes need a rest from this icky sight," Rarity said. Suddenly the forest started to get darker, much to her concern. "That was not meant to be literal."

"This is terrible, with all this darkness we might miss that ancient ruin!" Twilight said.

"I'm more worried about us falling off another cliff," Peter added.

"You can just swing in and-hey!" Rainbow Dash felt someone bump into her. "Watch it!"

"Sorry," Fluttershy said. "I can't see a thing."

"Me neither," Pinkie said, stepping on a pinky toe belonging to Twilight.

"Ow! Pinkie!" Twilight shouted.

"Whoopsie!" Pinkie replied.

Peter was able to navigate a bit with his Spider Sense, but he wasn't able to help the other girls. "Too bad I don't have anything for night vision."

"Dang it, ah stepped in something!" Applejack said, lifting her muddy show, resulting in Fluttershy screaming. "Uh, it's just mud."

"Behind you," Peter said, looking a little weirded out.

"Behind me?" Applejack turned and saw a tree with a monster face on it, the country girl jumping back and landed in Peter's arms.

"Huh, I expected you to be a bit heavier," Peter commented.

"HEY!" Applejack sounded offended by the statement.

"Sorry, worded that wrong, also..." Peter started freaking out a bit. "What's going on in here!?"

The monster looking trees kept them surrounded, the girls all screaming at the sight, except for Pinkie Pie who was for some reason giggling up a storm.

"Pinkie! It's not safe! Run!" Twilight warned.

"Oh don't be silly, why..." Pinkie began to hop, dance and sng. "When I was a little girl and the sun was going doooooooooooown..."

"Is she?" Twilight wondered.

"The darkness and the shadows would always make me frooooooooown..." Pinkie continued.

"She is..." Rarity commented.

"I'd hide under my pillow, from what I thought I saw," Pinkie sang. "But Granny Pie said that's no way to deal with fears at aaaaaallllllll."

"Then what is?" Rainbow Dash asked.

"She said Pinkie you have to stand up tall...learn to face your fears!" Pinkie hopped over to a tree. "They can't hurt you so just laugh and make them disappear." She then faced the tree itself. "Ha! Ha! Ha!"

With that, it seemingly became less scary, amazing the girls but confusing Peter.

"I'm sorry, what!?" Peter asked in disbelief.

"Soooo! Giggle at the Ghostie! Chuckle at the Ghostie!" Pinkie sang as her friends followed her advice, to which it worked well. "Crack up at the creepy! Whip it up at the weepies! Chortle at the kooky! Snortle at the spooky!"

"How is this working?" Peter wondered.

"And just tell that big old scary face, To take a hike and leave you alone, And if he thinks he can scare you then he's got another think coming, And the very idea of such a thing just makes you wanna...!" Pinkie began cracking up to the point of happy tears. "Laaaaaaaaaaaaugh!"

Within moments, all the ponies were seen laughing up a storm, with a nearby Peter scratching his head in confusion.

"What in the world did I just see!?" Peter wondered. He noticed a scary tree next to him as well, the boy rolling his eyes and walking off. "I don't have time for you."

The girls continued on their way, still laughing up a storm from Pinkie's previous song, while Peter followed in annoyance.

"Come on, it wasn't even that funny!" Peter said.

"Don't be a spoil sport," Applejack said, before bumping into Rarity, who had bumped into the others due to Pinkie stopping in her tracks.

"Why'd everyone stop?" Peter asked.

"That's why," Twilight said while pointing to a running river.

"How are we going to cross this?" Pinkie asked.

"I can jump over, and then use my webs to pull you across," Peter suggested.

"...Do you have a plan that's less sticky?" Rarity asked.

Peter face palmed in annoyance, "Seriously?"

Suddenly they heard some crying from nearby, much to the confusion of Peter and the girls.

"What's that?" Pinke asked.

"Not sure, let's go," Applejack said as she and the others went to find the source of the crying.

Upon arriving, instead of finding a person, they instead found what looked like a giant serpent in the water.

"...That's a giant water snake," Peter said.

"Oh yeah, I heard these were native to Equestria," Twilight said.

"Well ain't that hunky dory then?" Peter said. "So first those weird lions, then the ghost trees, now giant snakes. Let me guess, next we'll run into Godzilla."

"Don't be silly Peter," Twilight said. "Godzilla is in Japan, not Equestria."

Peter's eyes widened in disbelief, "I didn't...how is...huh!?"

The serpent continued crying as he slammed his hands on the water, "What a world! What a cruel world!"

"Excuse me sir," Twilight said, getting his attention. "Is there something wrong?"

"How are you able to talk?" Peter asked, then took an elbow to his ribs from Applejack. "Hey!"

"Hush!" Applejack scolded.

"It's all terrible!" The serpent said. "One moment I'm just sitting here, minding my own business, when this tacky purple cloud whisked by and tore half of my beloved mustache...clean off!"

"Uh..." Peter wasn't sure what to make of this.

"And now, I look simply horrid!" the serpent said as he fell back into the water in tears, causing a splash that got everyone wet.

"Give me a break..." Rainbow Dash groaned.

"That's what all the fuss is about?" Applejack asked.

"Why of course it is!" Rarity interjected. "How could you be so insensitive?"

"Rarity, it's just a mustache," Peter said. "It's not worth crying over."

"Why...of all the nerve, Peter Parker, shame on you," Rarity said as she walked over to the serpent. "It's terrible really, to do such a thing to a creature such as this. One with such lovely and luminescent scales!"

"Give me a break..." Peter shook his head in annoyance.

"And your expertly crafted mane," Rarity said.

"Oh I know, it is great," the serpent said as he brushed his hair back.

"And such a fabulous manicure," Rarity said.

"Oh, you truly understand me," the serpent gushed.

"All ruined without your beautiful mustache," Rarity said.

"Oh it's true!" the serpent cried as he covered his face. "I'm hideous!"

"You'd be hideous even with the mustache," Peter muttered before taking another elbow from Applejack. "Come on!"

"Ah know it's silly, but yer gonna make things worse if you keep running yer mouth," Applejack quietly scolded.

"I cannot allow such a crime against fabulousity go uncorrected!" Rarity said as she pulled a scale off of the serpent.

"Ow! What did you do that for!?" The Serpent cried.

Rarity then used the scale to cut off part of her long hair, an action that horrified the serpent. Rarity then used her magic to lift her hair toward the Sepent's Mustache and attached it to the creature.

"Oh! Hohohoho! My mustache!" The Serpent relished in his new look. "How wonderful!"

"You look smashing," Rarity said.

"But Rarity, your hair!" Twilight said.

"It's fine dear, short hair is in this season," Rarity insisted. "Plus, it will grow back soon."

"So would the mustache," Rainbow Dash commented.

"Don't you start too," Applejack warned.

Twilight noticed that the river stopped rushing, making the path safer. "We can cross now!"

"Allow me," The Serpent said as he made a bridge from his body.

"Thank you Mr...," Twilight began.

"Magnet. Stephen Magnet!" The Serpent replied.

"Thank you Stephen Magnet!" Pinkie said as she and her friends crossed the serpent.

Once on the other side, Peter looked back at Stephen, the boy raising his eyebrow in curiousity. "Always a Stephen that's full of himself."

"What's with yer negativity all of a sudden?" Applejack asked. "You were so nice before."

"Hey I'm not used to this kind of thing," Peter said.

"Ain't you one of them superheroes?" Applejack asked. "Or trying to be?"

"Hey when a Rhino is rampaging through my hometown, at least it's still a human," Peter said.

"Try not to get left behind!" Pinkie said.

"Talk later, let's fix this Nightmare Moon stuff," Peter said as he walked off, with Applejack right behind him.

As they got closer, Twilight spotted what looked like an old castle up ahead, "There it is! The ruins that hold the Elements of Harmony! We made it!"

"Looks like this quest is almost over," Peter said. "Let's hurry before the Final Boss shows up."

"Come on!" Twilight ran ahead.

"Wait up, Twilight!" Applejack called as her friends followed after the running girl.

"There it is!" Twilight said. "We're almost-!"

Suddenly the girl had to make a sudden stop as she teetered off the edge of a cliff. Fortunately Peter was quick to grab her and pull the girl to safety.

"Hey, are you alright?" Peter asked as he checked over the girl.

"I'm fine..." Twilight said as she tried to catch her breath. "Thank you Peter."

"You got it, just be careful," Peter said as he looked ahead. "This place is way too dangerous."

"Geez Twilight, what is it with you and falling off cliffs today?" Rainbow Dash teased.

"Looks like there was a bridge here, but it fell," Pinkie pointed out. "How are we going to get across?"

"I got this," Rainbow Dash extended her wings and flew down. She found the end of the bridge and was about to tie it when she heard a mysterious female voice.

"Rainbow Dash..."

"Huh? Who's there?" Rainbow Dash asked.

"Rainbow..." the voice said again, much to Rainbow Dash's irritation.

"Hey! Show yourself!" Rainbow Dash said while throwing punches. "Come on, I ain't afraid of you!"

"Do not fret, for we have simply been eager for the arrival of the best flyer in Equestria," a voice said.

"And who would that be?" Rainbow Dash asked.

"Why, you of course," the voice said.

Rainbow Dash's eyes widened in excitement as a smile beamed across her face, "Really!?" She then regained her composure to put on an act of confidence, "I mean...obviously it's me. But um, would you mind telling that to The Wonderbolts? I've been trying to get their attention for like, ever!"

"Actually, we want you to join us," the voice said. Suddenly three mysterious beings in matching uniforms emerged from the mist. "The Shadowbolts."

"The who now?" Rainbow Dash asked.

"We're the greatest ariel team in the Everfree Forest, and we intend to be the greatest in all of Equestria," the leader said. "But first, we need a Captain."

"Captan!?" Rainbow Dash's eyes sparkled as her grin grew wide.

"The most magnificent, swiftest and bravest flyer in all of the land," the leader said.

"That sure sums me up to a tee," Rainbow Dash said. "You know, if I wanted to, I could probably even fly as fast as Superman himself."

"That is why we need you!" the leader said.

"Sweet!" Rainbow Dash went back to the bridge's rope. "Let's talk, but first let me fix this bridge really quick."

"No!" The leader urged. "It's them, or us!"

"Huh?" Rainbow Dash replied.

"Rainbow!" Twilight called. "Rainbow! Are you there!?"

"She's taking forever.." Peter grumbled, shortly before worry took over his mind. "You don't think she got hurt, do you?"

"Ah hope not," Applejack said.

"It's weird, I'm not sensing any immediate danger, but something is definitely wrong..." Peter thought to himself. "Twilight, should I got after her?"

"Wait a second, I think I see...oh no..." Twilight noticed the Shadowbolts as well. "Rainbow!"

The Leader used her powers to create a larger smoke screen.

"Don't listen to them!" Twilight urged.

"...I'm going to help her," Peter said.

"Peter wait! The fog's too think!" Twilight urged. "You might get hurt trying to save her!"

"I can't just stay here!" Peter said.

During this, Rainbow Dash was still contemplating her choice.

"Well?" The Leader asked.

"...Thank you," Rainbow Dash said, briefly elating the Shadowbolts before she continued. "For the offer I mean. But I'm afraid I'll have to turn it down."

Rainbow Dash promptly fixed the bridge and left while The Shadowbolts disappeared into a magical aura.

Rainbow Dash returned to the other side, looking proud of what she did while the others cheered for her.

"Great work Rainbow Dash," Twilight said.

"Hey, like I say, I never leave my friends hanging," Rainbow Dash said.

"Geez, you really had us worried," Peter said.

"Aw...worried for someone like me?" Rainbow Dash playfully teased. "Aren't you just the precious one, Peter Parker."

"Wow you're full of yourself," Peter said.

"Hey, friendly reminder that you asked me out earlier," Rainbow Dash boasted.

"I may go back on that, something about you just reminds me way too much of a guy I know," Peter said.

"What guy? Is he cool?" Rainbow Dash asked.

"I hope you don't mean that blowhard, Johnny Storm," Twilight said.

"Johnny Storm? Who's that?" Pinkie asked.

"One of Peter's annoying friends from New York," Twilight said. "The first time we met, he tried asking me out. He was so dorky about it too."

"Well if he's one of Peter's friends, I'd love to meet him," Pinkie said. "Does he have superpowers too?"

"Yeah, he can set himself on fire and fly," Peter said. "Really fast too."

"Pfft, I bet he's not as fast as me," Rainbow Dash boasted. "You tell your friend Johnny that if he ever wants to test his skills, I'll be up for the challenge."

"Great..." Twilight lamented as they crossed the bridge.

The group had gotten closer to the ruins, Peter kept looking over his shoulder, senses ringing loudly in his head.

"You alright, Peter?" Applejack asked, the girl having noticed the boy's situation.

"Huh?" Peter turned to the farmer girl. "Oh yeah, I'm fine. Just making sure we don't get ambushed."

"We're almost done, Twilight just needs to find them elements," Applejack said.

"She makes it sound so easy," Peter said. "She's a smart girl, but I just worry that she's trying too hard to prove herself. Not just to Celestia, but to Strange too."

"Strange?" Applejack asked.

"Doctor Stephen Strange," Peter explained.

"Oh...is this the Stephen that you mentioned before?" Applejack asked.

"He's a great sorcerer, but he's a bit of a mystery himself," Peter said. "Not as much as Celestia. She insists there is no Nightmare Moon, yet she shows up the moment Twilight comes to Ponyville. It just feel strange to me."

"A mighty big coincdence for sure," Applejack said.

"Yeah, maybe I'm overthinking it," Peter said. "I'm just worried. I don't want Twilight to get hurt, or feel disappointment."

"Well, we can't always protect others from feeling disappointed, but we can be there to soften the blow for them," Applejack said. "Just try to have faith in Twilight though, ah think she's onto something here."

"Yeah, sure," Peter said as he followed everyone toward the ruins.

Once inside, they bore witness to an amazing statue right before their eyes, one that held some mysterious looking stones. Given the moss covering them, it was safe to say that they had been there for a while.

"How magnificent," Rarity commented.

"Is this what you've been waiting to find, Twilight?" Applejack asked.

"It is..." Twilight happily stated as she got closer. "The Elements of Harmony! We found them!"

"Alright, let's do what we came here to do then," Peter said.

Rainbow Dash and Fluttershy flew up to grab them and brought them down to ground level.

"Careful now," Twilight urged.

"One, two, three, four...uh, only five?" Pinkie said.

"Wait, aren't there six?" Rainbow Dash asked.

"The book said that when the Five Elements are present, a spark will cause a Sixth Element to be revealed," Twilight said.

"What in the world does that even mean?" Applejack asked.

"I can't be sure, but I have an idea," Twilight said as she generated some magic. "Stand back, I have no idea what might happen."

"Twilight, if you don't know what will happen, maybe you shouldn't do it then," Peter said. "If anything, we can bring them to Doctor Strange."

"Getting into contact with him may take too long," Twilight said. "Besides, I think I know what I'm doing."

"You think?" Peter asked.

"Let's just give her a little space to concentrate," Applejack said as she led the others away. "That includes you too, Peter."

Reluctantly, Peter stepped away from Twilight, all while keeping an eye on her to make sure she was safe. However, he couldn't shake the feeling that something bad was about to happen.

True to his fears, as Twilight worked on her magic, a mysterious aura came in like a tornado and suddenly began taking the six elements away, this action startling the girl.

"What in the world!?" Twilight shouted in disbelief.

"Twilight!?" A worried Peter exclaimed, with the other girls sharing this worry. As he and the girls went inside, they spotted the tornado lifting the stones into the air

"No! The Elements!" Twilight said as she reached for the stones.

"Twilight! Wait!" Peter rushed to stop her, leading to both of them being teleported away, along with the stones.

"Twilight! Peter!" Rainbow Dash called out in worry.

"Where did they go?" Rarity asked.

Applejack noticed something unusual nearby. She turned to a tower with light flashing out of it, and theorized where Twilight and Peter might be. "Come on!"

Applejack led her friends toward where she believed the tower was, ready to save the duo of Peter and Twilight.

Meanwhile Twilight and Peter were indeed teleported to that tower, the two coughing a bit from the smoke from the spell.

"You alright Twi?" Peter asked.

"Yeah, I'm...oh no!" Twilight gasped.

Nightmare Moon was seen triumphantly laughing as she levitated the elements all around her.

"Hey, tall, dark and brooding!" Peter called as he stepped forward. "Did I miss a joke? Aside from your sense of fashion? You look like some Artemis wannabe, except with this Dark Angel aesthetic!"

"Artemis wishes she had my power," Nightmare Moon said. "Even the Gods would tremble before my might!"

"Someone has an ego," Peter said. "Listen, I don't normally like having to fight girls, so I'll give you one chance to surrender."

"That's rich, what can someone like you hope to do against one as powerful as myself!?" Nightmare Moon asked.

"So, you're not leaving me any choice here, are you?" Peter asked. "Fine, guess I'm going to have to take you on myself!"

"Peter wait! Your powers may not be enough!" Twilight warned and leaned in to whisper. "It hasn't been that long since your quirk developed, you're still getting used to your powers."

"Maybe, but I gotta try something," Peter said as he stepped forward. "Nightmare Moon, you're going down!"

Peter dashed in to attack, but Nightmare Moon had instantly put up a forcefield to block the incoming strike, this stumbling Peter backwards.

"Just a hiccup!" Peter leapt onto the walls nearby and ricochet off of them, to which Nightmare Moon teleported out of the way, causing Peter to hit the ground hard.

"Are you done?" Nightmare Moon taunted. "Honestly you're embarrassing yourself."

Peter then lunched in for a punch that Nightmare Moon blocked, though the force was stronger than even she expected as she nearly lost her balance.

"His speed and power increased in an instant, impressive," Nightmare Moon then blasted Peter across the room, leaving the boy mildly hurt on the floor.

"Peter!" Twilight angrily glared at Nightmare Moon as she raised her sleeve in anger. "That's does it!"

"You're kidding, you're kidding right?" Nightmare Moon asked.

Twilight generated some magic and ran toward Nightmare Moon, the other woman retaliating by dashing toward Twilight.

"Twilight?" Peter looked up and saw the two women dashing toward each other. "Crap, that won't end well."

Twilight and Nightmare Moon were slowly closing the gap, but just before the two could collide, Twilight teleported toward the altar behind Nightmare Moon.

"Oooh," Twilight's spell had made her dizzy, but she remained focused as she generated magic toward the Elements. "Just one spark..." She began levitating the objects, "Come on, come on..."

Nightmare Moon teleported back toward Twilight and knocked her away, though right afterwards, she noticed something strange happening with The Elements. "No! What's happening!?"

Peter helped up a now satisfied Twilight, who believed her plan was working. Unfortunately, it was for naught as the sparks surrounding the Elements disappeared.

"Twilight!" Peter checked on the girl, making sure she was fine. "Twilight, are you hurt!?"

"No!" Twilight said in worry. "Where's the Sixth Element!?"

"Never mind that! Your safety is more important!" Peter said. "What would your new friends say if you got hurt?"

"New friends?" Twilight asked.

A satisfied Nightmare Mon began sinisterly cackling as she destroyed the elements with one powerful magic stomp, leaving them in nothing but pieces as Twilight looked on in disbelief.

"You little fool, you really believed you could defeat me!?" Nightmare Moon taunted. "You will never again see your Precious Princess! Or your sun! The Night...Will Last...Forever!"

As Nightmare Moon began cackling maniacally, Peter prepared for another fight. "I don't care what she says, I'm not letting her destroy the world!"

Fortunately things weren't too bad, as Twilight then heard some voices. It was that of her friends as they got closer, a sound of worry in their voices as they reassured her from afar.

A spark went off in Twilight's eyes as a realization dawned on her. She turned her attention back to Nightmare Moon, "You honestly believe you could destroy The Elements of Harmony just like that!? Well you're sadly mistaken!"

"What are you on about?" Nightmare Moon asked.

"Yeah, no offense Twi, but she clearly just stomped them out of existence," Peter said.

"Maybe the stones, but the Spirits of the Elements of Harmony, are right here!" Twilight said while gesturing to her friends.

Suddenly the shattered stones began reforming, much to Nightmare Moon's surprise. "What is this!?"

"Applejack..." Twilight began as she gestured to the Farmer Girl. "Who reassured me when I was in doubt, represents the Spirit of Honesty!"

The shards flew around Applejack's neck and formed a necklace featuring the jewel of an Orange Apple.

"Huh?" Peter said in disbelief.

"Fluttershy, who tamed the Manticore with her compassion, Represents the Spirit of...Kindness!" Twilight said.

Shards then flew around a slightly frightened Fluttershy, forming a necklace featuring the jewel of a Pink Butterfly.

"Pinkie Pie, who banished fear by giggling in the face of danger, represents the Spirit of...Laughter!" Twilight declared.

Shards flew around an excited Pinkie Pie, forming a necklace featuring the jewel of a Blue Balloon.

"Rarity, who calmed a sorrowful serpent, represents the Spirit of...Generosity!" Twilight declared.

Shards flew around a confused Rarity, forming a necklace featuring the jewel of a Purple Gem.

"This is getting interesting..." Peter commented.

"Lastly, Rainbow Dash, who could not abandon her friends for her own heart's desire, represents the Spirit of...Loyalty!" Twilight fully declared.

Shards flew around Rainbow Dash, forming a necklace featuring the jewel of a Red Lightning Bolt.

"The Spirits of these five girls, in addition of course to a very brave boy embodies Responsibility," Twilight gestured to a slightly flustered Peter, "Were the ones who got us through all of your challenges in the forest!"

"But you still don't have the Sixth Element!" Nightmare Moon said. "This boy's Responsibility as you call it, isn't an element, it means nothing!"

"Hey!" Peter said in annoyance.

"It may not be an Element, but it's an admirable trait that makes him the great man he is growing to be," Twilight said. "His friendly nature helped me realize something, a different kind of spark. I felt it because of everyone beside me."

"What are you saying!?" Nightmare Moon asked. "Are you delirious!?"

"When Peter rushed to my side, when I heard the voices of these girls calling out to me," Twilight happily turned to the girls. "I realized how happy I was to see you, to hear you, to know how much I care about you. The Spark that ignited inside me, when I realized you all..." She turned back to Nightmare Moon. "Are my friends!"

"Eh, I won't lie, that was a bit cheesy, but it sounds like she's finally opening up, so I'm proud of her," Peter said, then noticed something unusual. "Huh?"

Up above, the final stone came down above Twilight's head, confusing everyone briefly, though Twilight quickly understood.

"You see Nightmare Moon, when those Elements are united by the ...uh, The Spark," Twilight coined the term. "It ignites the Sixth Element that resides in the heart of us all. The Element of...Magic!"

The stone turned into a tiara that placed itself on Twilight's head, which featured a Gem resembling a Purple Magic Spark.

"No! What is happening!?" Nightmare Moon asked as the girls began to generate some powerful magic. Fearing the worst, Nightmare Moon generated power of her own, "I will not go down so easily!"

"I don't think so!" Peter hit Nightmare Moon with an uppercut, stunning her long enough for the magical blast to hit her.

"NOOOO!" Nightmare Moon cried out as the magic formed a rainbow tornado that overwhelmed and seemingly destroyed her.

"Holy shit..." Peter commented as one final whiplash knocked him over, and knocked his friends out of their magical aura.

When it was all said and done, Twilight and her friends were seen exhausted on the ground, with Rainbow Dash being the first to react.

"Ugh, my head..." Rainbow Dash rubbed her temples.

"Is everyone okay?" Applejack asked.

"Oh thank goodness!" Rarity called. Everyone turned to see that her hair had grown back.

"Aw Rarity, it's so lovely," Fluttershy said.

"I know..." Rarity gently soothed her hair. "I'll never part with it again!"

"So much for short hair is in..." Peter commented as he stood up.

"Actually Rarity, I wasn't talking about your hair, I meant your necklace," Fluttershy said. "Your hair's nice too though."

"Aw thanks," Rarity said as she looked down at her necklace. "It looks familiar."

"Mine too..." Fluttershy said as she looked at her necklace. "Oh, it's my Cutie Mark."

"Cutie Mark?" Peter asked. "That's the girliest thing I've ever heard."

"Cutie Marks are a big part of our culture," Fluttershy said. "It's assigned to us when we come of age and show a talent we're capable of."

"Huh?" Peter asked. "Come to think of it, those gems do look like what's on your clothing. Is that why you have those designs?"

"Indeed, it's not just a fashions statement," Rarity said as she glanced at the Three Gems on her skirt. "It represents who we are."

Peter looked down at his spider insignia, thoughts running through his head, "Does this represent who I am?"

"Mine looks so awesome!" Rainbow Dash boasted.

"Look at mine! Look at mine!" Pinkie said while hopping around.

"Ah gotta say Twilight, ah thought at first you were sprouting some hooey," Applejack said. "But ah reckon we do represent the Spirit of Friendship."

"Friendship Avengers!" Peter cheered, the boy earning some glares. "How about, Justice Friendship? Or, this is perfect. The Super Friends! See the last one works better for you because-"

"Peter," Twilight interrupted. "I appreciate the enthusiasm, but dial it back."

"Fine," Peter said. "I like your crown by the way, you look just like a Princess."

"Me? Princess?" Twilight asked, the girl feeling flustered. "Oh, I could never be something like that. I'm just a normal girl."

"There was nothing normal about what happened," Peter said. "But, I'm not normal myself, so I guess I'm in good company."

"Indeed you are," Came a voice that rose with the sun. Materializing into the room was the ruler of Equestria, Princess Celestia. The woman was joined by her friend and personal ambassador, Doctor Stephen Strange.

The Ponyville girls immediately bowed while Twilight ran to her mentors. "Princess Celestia! Doctor Strange!"

"Look who finally showed up," Peter said.

"It's good to see you again," Strange said.

"Indeed it is," Celestia hugged the girl. "Twilight Sparkle, my faithful student. I know you could do it."

"Huh? But you told me it was all an old fairy tale," Twilight said.

"I told you that you needed to make some friends," Celestia said. "I too saw the signs of Nightmare Moon returning, and I knew you had the magic inside to defeat her. But you could not unleash without true friendship close to your heart."

"That seems overly complicated," Peter said. "Couldn't anything else be done?"

"This situation required delicacy," Strange said. "Celestia believed this was the best choice, and given her expertise in this realm, I opted to trust her."

"Wow, that's it?" Peter asked. "Well, it worked out, so I can't complain. Still, this was quite the ordeal."

"Yes, and you were very brave, Peter Parker," Celestia said. "Thank you for protecting my student."

Peter bashfully rubbed his head, "She protected me too, it was a team effort."

"That's great to hear, but we still have one other situation," Strange said as he gestured to another in the room. "The main reason you came, Princess Celestia."

"Yes..." Celestia turned her attention to a young girl who laid where Nightmare Moon was. "Princess Luna."

"Huh?" The girl looked up at the Sun Princess.

"Princess Luna?" Peter asked. "Wait, was that Nightmare Moon?"

"Looks like it," Twilight said. "It's like the old story goes. Celestia is the Sun Princess, so Luna is the Moon Princess."

Celestia knelt before the now frightened girl, hoping to reassure her. "We need to put this nonsense behind us, little sister. We were meant to rule together after all."

"They're sisters!?" Peter asked. "Twilight, did you-?"

"I had no idea," Twilight admitted. "The books didn't say...I didn't read..."

"Looks like she kept some things under wraps," Strange said. "She told me this girl was important to her, but I too did not expect it to be her sister."

"Guess someone should have just asked," Peter said.

"Luna, will you accept my friendship?" Celestia asked as she held her hand out.

The girls looked on in anticipation as Peter and Strange just waited for a reaction. Though Peter couldn't help but notice Pinkie Pie tripping, the boy rolling his eyes in annoyance as he focused back on Luna and Celestia.

Tearfully Luna ran into her older sisters arms, "I'm so sorry! I missed you so much big sister!"

"I've missed you too," Celestia said as she hugged back.

"...Well that was quick and simple," Peter said. "I wish all villain fights ended like this."

"If they did, it would be suspicious," Strange turned his attention to Peter. "Keep that in mind."

"Huh?" Peter asked.

Pinkie Pie blew her nose with a tissue she randomly pulled out, then immediately cheered up. "This calls for a PARTY!"

Back in Ponyville, a celebration was held, not only in honor of the big win, but the return of Luna, the girl finally freed from her curse.

Spike, now awake, ran to hug Twilight, relieved that she was safe.

All the ponies seemed to welcome Luna with open arms, even giving her flowers as a show of support while Luna was thrilled to be back with her sister once again.

Despite the victory, Twilight looked very unhappy, something her teacher noticed.

"Why so glum my faithful student?" Celestia asked. "Are you not happy that your quest is complete? You are free to return to your studies in Canterlot now after all."

"That's just it," Twilight said. "Just when I learned how wonderful it is to have friends, I have to leave them."

It did not take Celestia long to act on this, "Spike, take a note please. I, Princess Celestia, hearby decree that my student, Twilight Sparkle, must take on a new mission for Equestria. She must continue to study the Magic of Friendship. She must report to me her findings, from her new home in Ponyville!"

The girls immediately went to hug Twilight, the girl grateful for this chance, "Thank you Princess Celestia!"

The citizens cheered at this decision, each of them gleefully welcoming the town's newest resident. Among them however, Peter was the only one who looked worried. It was Strange's turn to speak up.

"You look bothered," Strange said. "You know you can stay here for a bit too. If you need to return to New York-"

"It's not that," Peter said. "Well, maybe a little, glad I can return, but it's something else."

"Mind sharing?" Strange asked.

"Celestia knew about Nightmare Moon, so she sent Twilight into town to make friends," Peter began. "I get why she didn't tell Twilight, because otherwise those friendships wouldn't be organic."

"Precisely," Strange said.

"The thing is, Twilight happened to find friends who each represent a Spirit of the Elements of Harmony," Peter said.

"Lucky for her," Strange said.

"But that's what bugs me," Peter said. "Did Celestia expect Twilight to make these specific friends? Like, what if she couldn't make friends? Or she did but they didn't examplify the Elements? What if She only went with one of them or half of them? Did Celestia really leave all of this to chance?"

"Hm, I definitely see your concern," Strange said.

"I feel like something odd is happening," Peter said. "Things worked out too perfectly in a way. Yeah we struggled in the forest, and there was some fighting, but the way things just fell into place at the end...I just don't get it. Even now these people confuse me. Especially how they're acting."

"Does it have to do with Luna?" Strange asked.

"Yeah, she just threatened them with everlasting night and suddenly they love her," Peter said. "I know she was under a curse, but I feel like everyone just moved on way too fast. I can't tell if it's a good thing or not. Something about this town feels so naive."

"Ponyville, better yet, all of Equestria is an unusual place," Strange said. "That's why you're here."

"Me?" Peter asked.

"I understand your concerns quite well," Strange said. "The citizens of this country are nice, but they're also a bit gullible and prone to panic. Plus, Celestia's decisions have me slightly concerned as well. I do not sense any maliciousness from her, and I do believe she is a good person. But even good people can make poor choices. What Celestia did was either entirely up to chance, or an elaborate scheme on her behalf."

"So, you knew this could happen?" Peter asked.

"I wasn't sure until now," Strange said. "The fact that you picked it up so fast is incredible."

"Wow, high praise," Peter commented. "What now though?"

"Now, I need you to continue protecting Twilight Sparkle," Strange said. "Because if there's one thing I've learned from spending time here, is that these people are fickle. They're the type to internalize, and when you internalize your emotions too much, they seep out in venomous ways."

"...That makes sense," Peter said as the citizens cheered for Luna. "You're all just trying to stay on her good side then. How many of you genuinely even forgive her?"

"Peter!" Twilight ran to the boy, the girl looking very excited. "Did you hear? I'm staying in Ponyville!"

"Yeah, that's great," Peter said. "Where though?"

"Probably that library, which is fine, it's my ideal home," Twilight said. "Are you staying too? Or are you going back to New York?"

"I'll stick around a bit longer," Peter said. "Just to help you get settled in."

"Thanks, I appreciate that," Twilight said. "I'm still a bit nervous."

"Well soon you'll have these girls to keep you company, and forget all about me," Peter said.

Twilight shook her head, "No, I won't ever forget about you. After all, you were there for me before anyone else." She took his hand in hers. "Thank you for being there for me. I don't think I could have done this without you."

Peter couldn't help but admire the innocent look in Twilight's purple eyes, before pulling his hand back while awkwardly turning away to hide his blush, "It's nothing."

Twilight turned her attention to Doctor Strange, "So Stephen, how long are you staying?"

"I actually need to head back to the Sanctum Sanctorum" Strange said. "Now, you behave Twilight. Keep me posted as well."

"Yes sir, thank you," Twilight said.

Despite everything, Peter still wanted to be happy for Twilight. He sensed no ill will from any of her new friends either. But he continued to glance at Celestia with mistrust, and Luna with uncertainty.

Regardless, he was sticking by Twilight for now, and Twilight was happy to be in Ponyville, with all of her new friends.

"Oh! This is so exciting!" Pinkie Pie popped up out of nowhere. "Isn't this exciting!? Are you excited because I'm excited! I've never been so excited! Except the time I was like *gasp* but I mean really..."