On the helicarrier Peter and May where leading the power ponies!

the power Ponies where thinking different things on the subject of home made city in the sky they where currently onboard!

Masked matter horn who was using her horn for light as it was dark here the lights seemed to be out was wondering how could a race make such a thing with out magic! Adding to her horror of the civilization the bad guys ended by jumping here!

Radiance was using a flash light construct to light the way as well thinking on how impressive this flying metal box was! Form size to flying to the fact it was basically a military state on it!

Saddle rager was just stunned by it! sure they had flying machines at home but most of them used gas to float with boat parts to steer they weren't solid hunks of metal flying around. Let along the Avenger quin jet they flow up here in!

Zapp was just stunned by the wonders of it! even an earth pony could experience flight here! Her wings didn't seem to be important nore her charm when she heard someone could do all it could it with out aid of anything!

Fili-second was more on the how confusing of a metal maze it was she tried searching it with super speed but she kept ending back to where they first arrived never happened before!

Mare-velous was just smirking it was a flying battle fortress the Fillyzons would have loved and feared such a thing! If humans made it she was a fan of them and former humans Like Spidermane in front of them!

May was crawling on the roof as she said," Why is it dark the power can't be out it's not crashing!"

Peter then said," that's not how it works all those fan blades that keep it in the air have there own power systems lose of power won't make it drop out of the sky like that! Beside that no one is here! The spiders told me that! My sister is one of the lost!" he sounded depressed making a fist!

the power pony's leader was about to reach a hand out but Mare-velous stopped her May then said," So uncle kaine vanishes all the time and comes back I am sure Aunt Teresa will Follow suit even if she doesn't have spider powers!"

that is when they heard something and Fili-second jumped to hug Spidermane "I thought you said no pony was on here!?"

Peter then said," I said no one! As in nothing alive! Didn't say there wasn't a good fake!" That is when they saw it a green orb with eight tentacles!

Saddle rager charged smashing it with one punch, "GOLEM!"

Peter then said, "wish it was but No that's an octobot! Used by a body snatcher Well Otto if you are in one of this things still! I got my body back you aren't getting it again!"

May then said," spider-sense tingling!"

In a moment the lights came on to reveal many Octobots! Coming out Peter used his legs to slash a few while may just happily flipped and avoid them!

Green summoned a construct of a knight to slash one and protect her with it's shield!

Fili-second was running around tricking them into tying there legs in a metal knot! But they just ejected the legs to free themselves!

Mare-velous throw hoofarangs hitting the eye braking them with each throw, "this is crazy!"

Zapp held her wings out summoning a lighting bolt with arched along the bots but seemed to do nothing as they where grounded!

Masked matter horn fired off seven rainbow light beams form her horn to take down seven

Saddle rager just kept ripping them apart with was effective!

Before long all the octobots where down the robotic voice of Otto came on and said, "spider-mane I guess it is! How lovely of you to fall in to the logic of coming check on your sister! She was not here when I came here but I knew you would follow and you brought back up form Six unknowns! No matter your little show will allow adjust by using data on quick silver shehulk, angel, Storm, all beam firing ones, Doctor Spectrum, doctor strange! Moon knight, and captain America!"

May blinked and said," Gee that's accurate as can be! So what you want Otto! You want to try and put a copy of your mind in my head's head you ghost!"

the power pony's jumped as Otto's voice said, "well As I am the mind of a dead man still functioning by copying into a machine! Ghost is technically correct little spider but no I don't want your father's body anymore! To try the same thing again and expect a different outcome is insanity! I am far to sane for that stupidity!"

As they moved Peter then said," Oh Otto stop putting it off you always love to gloat about your plans so cut to it! you know you want to rub in how much smarter you are then everyone else so just come on out and say it already!"

the voice said," well sense you asked so nicely I shall Tell you my plan spidermane not like you could figure it out!"

As the voice continued he said," in this new almost empty world! New form of radiation matcing our magic is filling the air killing long range communications and tech will brake down with out someone to repair it! I am making the helicarrier into my new body through me global communications and repair of tech will be possible if all bow and recognize me as there eternal king!"

Fili-second then spoke up and said, "yeah I am not bowing to a ghost with tentacle obsession!"

Peter then crossed his arms, "Really that's all you got Hate to tell you this Ock but I shield trained as a youth! And as such I have the back up code!"

Otto then said," Oh please I have changed all codes this place runs on you can't be rid of me that easily spider!"

Peter then pulled out a smart phone," Want to bet! I have the shield app I'll just log in and you'll see!"

Otto then spoke, 'I am so sure your little code will do nothing I shall allow this to prove how much smarter I am!"

the power ponies blinked as May put a finger to here her lips would be to tell them to keep quite and they all nodded getting it!

Peter typed in his code and in a moment the helicarrier said," Factory reset starting on all systems!"

Otto's voice then said,"…. I can't believe I fell for that! AAAAAAAAAAA" there was loud computer sounds that made all the anthros hold there ears till it stopped and they came to off line octobots.

May then said," And ghost has left the shell!"

Peter then Came to a door and hit a code making the door open, "And now we have the helicarrier again! Let's get global going again to check on some friends not in America shall we!?"

to be continued.