The next day went form Clam to crazy in the Blink of an eye. Why because Fily-zon's were attacking. Andras escaped went home killed the queen to become the Queen and was leading the Filly-zon army to attack. To avenge the Events of her Falling in battle to a male!

Mar-velous was swinging her rope with had hoofarangs tied into it, to make it a make shift flail around knocking them around, She was long disowned by them for her views of Males being their equals this would continue Forward. She knew not One fily-zon would make it. After all a gun company came about, Peter did not want them and fired the guy who invent them. the Colt went into business himself and viewed his severance package as a town payment for starting his own company and still idealized Peter. The point is the police were shooting. a single six shooter can fire faster then archers leaving only melee fighters, "My former sisters. I promise you this! Me and spider-mane's children shall be the new start for us!"

Not far away Fili-second was using her speed to Avoid Arrows to draw archers into shooting there side by mistake, The moment of shock allowed the new riot gear holding Cops to fire on them! they where being shot down.

Masked matter horn held her head firing off her seven colored beam Shot to blast apart axes and spears, leaving them pointless She smirked as she continued. "We can power pony up and survive this easily!" she said smirking!

Zap held her hand out in he Air summoning lighting. the only ones using magnetic tools were the Filyzons Meaning her lighting would hit them Right away shocking them as she laughed.

Saddle rager charged smashing through them, "they can take a beating, but I can take more! being immortal and all!" she then took a broken spear's wooden spiked end to the neck and just pulled it out putting her hands on her hips as she turned to the scared Fily-zon, "I just said I am immortal what did you think would happen lady?" she then grabbed him and throw them away.

Radiance hovered in the Air summoning constructs of Samurai pony's to clash against Fily-zon sowrds. her control had improved She started to try and use her bands to puppet show history listens to help May study. Well Riley's radar let him see them So both! She figured size was the only difference. She was correct! it's Funny Peter's arrival brought in new dark age for villains and powered up the heroes!

below Agent Anti-Venom was was grabbing a mare's face and in a moment she screamed, "And with that your Filly-zon powers are gone!" her suit fired a web out of the back to save her from a scythe to the head. "thank you rear wheel drive." She giggled at it!

May was swinging around in her instant costume, avoiding attacks as She said, "Really now you think This is going to work!" She said landing on side of a building and catching a spear head between her fingers and shattering it. "Spider-sense alone makes this easy to avoid and you all easy to beat!" she said firing a web line to grab a manhole cover and swing it around knocking out charging Amazon knock offs. " Epic flail!" She giggled. Truth her Mother Mar-velous called Mj out of costume for short by everyone had trained her. So She had Fily-zon training.

Riley was just avoiding weapons breathing fire and slashing with swords made of fire, he had the same training as his cousin." Come on you are trying to stab a little Blonde flightless bat pony colt! don't you hate yourselves?"

Meanwhile on power pony slash Prancer Tower Spider-mane was avoiding Andras strikes her eyes widened she saw the highlighted images of Peter pulling off the same avoids and it came together. "there aren't two Stallions who don't know there place below mares! there is but one! Peter Prancer, Spider-mane are one in the same!" she declared no one hearing her over the chaos as she went in for an axe strike only for him to land a side ways left hook to her face.

Peter then said, "I guess you can't live to tell the tail then!" Andra got up laughing but she charged Peter avoided and knocked her weapons away and and held his palm to her mouth, "Within a minute I could fill your air ways solid with webbing, you would suffocate before it dissolves, Killing you with out a clue!" her eyes widened as she jumped back covering her mouth and snout! her eyes widened form how calmly he said it. he meant it! the Spider meant it. before he joked with her. Now that she knew he was serious.

She jumped off to try and jump form roof top to roof top, but before Long the Spider web swung in kicking her in the chest with both hooves mid swing! he flipped above her and said, " Or!" he punched the roof making it brake in a part, "Smash the roof so you fall to your death!" She quickly rolled off the roof to a lower on getting up in panic.

The Spider once again appeared in front of her this time a back flip, his spider legs coming out, "Or In better yet I just use my blades or my wrist flames! it's your death you pick!"

she backed away declaring, "you are not a pony!" she said panicked at the way he listed them off.

Peter took a step before and called out, "No Mentally I am human! who had to brake, Smash kill and enslave our death world to control it and come out on top!" She gulped shaking. but a shot made her fall over dead.

Our spider's lens mimicked a raised eye as a pink mare with blonde mane and tail showed up. Red pants with the left leg cut off two holstered guns. Spike silver belt. black thong straps on her hips. Black heel boots. Katana's on her back , red Bikini top bright golden eye. Bandages on her arms with spike bands holding them on, on her wrist and bicepts. "Dam Spidey! Didn't know you could be that dark was still Canon! last time it was back in black with was retconned away like everything after Annual twenty one vanish. But nope you were going to murder that bitch to keep your secret identity! I mean my genderchange may not let me have one anymore physically but mentally and spiritually you know! Also Love the new suit... it's really shows off your!" A web blast hit her mouth.

Peter said, "hi Deadpool." before turning back to the city!

Deadpool cut her mouth open again and gasped, "What no comment on the F cups, the fact the fur hides my scars making me hot!or this got dam ass!Do you know how hard it was to fit this in this jeans! I mean Come on Notice Me Senpai for crying out loud! Also Call me Wanda now!" She said running off waving. "Come back here Spidey! You check the hot blonde out right the hell now!"

In a moment Blast started happening the Fily-zons were blowing themselves up upon the sight of the Queen dying. "The city will be ruined like this!" and it was!

A Week later in hollow shadow May and Riley were with Aunt Pig tails aka Titania and uncle Kaine. watching the news. Maretroplis had become a No mares land. the government disowning it form damages and keeping ponies inside that didn't make it out in time, and other ponies out.

Mayor mare did not leave the City with was lucky because Peter had a clan. May said,"they need to recover those treasures then dad can pay for the city to be restored."

it was a plan. Filly-Zon's attack was over now it was No mares land!

to be continued.