This was not meant to happen, but an unfortunate situation had allowed it to. In light of friendly travels between the heroic inhabitants of Earth and the friendly ponies of Equestria, one should have considered the possibility of danger making its way to Equrstria.

It started when Spider-Man had gone to Equestria once again to meet up with his friend Princess Twilight Sparkle, the two having hit off a great Friendship after a chance encounter over a year ago when one of Mr. Fantastic's machines opened up a portal to the world of magical ponies.

He wasn't alone however, his allies consisting of The Human Torch, Ghost Spider, X-23, Iceman, Black Cat and Venom had accompanied him, all of them out of costume of course.

They had gone to greet Twilight and her friends for a picnic at Ponyville Park, Peter having brought food his aunt made, everyone else having snacks from the Grocery store.

Of course as they traveled through the park, they couldn't help but notice a few glances in their direction, almost as if some of the ponies seemed uncomfortable around them.

"Considering how long we've been coming here, you'd think the ponies would be a little more trusting of us," Johnny said.

"Just because they see us on a regular basis doesn't mean they fully trust is, we're still humans in their world," Bobby said, speaking from personal experience. "It's going to be unusual for them."

"Probably doesn't help that most of them haven't forgotten that big Battle Royale not too long ago," Eddie said.

"Not like anyone got hurt...much," Johnny said. "At least the civilians were fine."

"We can't control how they think, we just have to keep trying to be our best and hope that they'll come around," Gwen said.

"Exactly, plus I think more ponies like us than dislike us," Peter said. "Let's not worry about the minority for now, we have a picnic to get to."

"Think Rainbow Dash would race me again?" Johnny wondered, almost heating up at the idea.

"Isn't that all you do?" Eddie asked. "Seems like every time you two are together it's always a competition."

"That's just how we roll, plus I want to outdo what we've done prior," Johnny said. "Imagine a race between two worlds, because one world is just not enough for us."

"Why stop at two? Why not hit every dimension you can get?" Laura suggested, earning some annoyed glances from her teammates.

"Don't give them ideas, you know they'll do it," Felicia said.

"You say that like it's a bad thing," Johnny said. "We all know that'd be totally epic."

"Just keep it simple," Peter said, the group still walking. "Come on, let's hurry."

Unbeknownst to them, a familiar Changeling Queen had her eye on the group. She then pulled out a communicator device, "I see them."

"Excellent, be ready for my signal," Came the voice of a familiar fallen God.

At Twilight's picnic table, the mare was setting up alongside her friends, surveying all the food until she came across something concerning, "Hey who put sunflowers in the salad?"

"Oh, that would be my contribution," Rarity said. "Very delectable choice if I do say so myself."

"That's nice Rarity, but one problem, humans don't eat flowers, how will Peter and his friends be able to eat?" Twilight asked.

"I am pretty certain that they do eat sunflowers, I heard Bobby discussing that with Gwen," Rarity said.

"He was probably talking about Sunflower Seeds, humans eat those, not the actual flower," Twilight said.

"Odd, they're fine with seeds but the actual flower? Humans can be so strange," Rarity said.

"Well remember Rarity, we're strange to them, so we really shouldn't judge," Twilight said. "If you don't mind, pick the flowers out of the salad, hopefully we can salvage it for them."

"If you say so dear," Rarity said, using her magic to pick away the flowers.

"Think Johnny and I should have another race?" Rainbow Dash asked.

"Is that all the two of you do? You can do other things besides prove who's faster you know," Twilight said. "Like doesn't he know a good book?"

"He's not big into reading, unless it's a sports magazine, which I totally respect," Rainbow Dash said. "He even models for some."

"Well then, bond over that," Twilight said.

"I would, but something tells me Thunderlane would get jealous, I mean he already doesn't like that Johnny spends so much time with me," Rainbow Dash said.

"I don't blame him, in another timeline, I think you and Johnny would be the perfect boyfriend and girlfriend," Pinkie said.

"One problem Pinkie, he's human and I'm a pony," Rainbow Dash said.

"The multiverse is vast Dashie, for all you know, you both could be human in one, and ponies in another," Pinkie said. "Just food for thought."

"That's...quite enlightening Pinkie Pie," Twilight said, almost amazed by her friend's insight. Of course she knows that Pinkie is a lot smarter than she lets on, it is something she admired about her after all.

Still, it did remind her of a thought she once had, turning herself into a human to for a day, or turning Peter into a Pony. Transformation magic is not as simple as it sounds however.

"Here they come," Applejack said, gesturing to the group of seven heroes. "Howdy there!"

"There's Applejack, and where she is, so usually are her friends," Peter said, making his way over beside his own friends.

"Peter! You made it!" Twilight said, flying in to hug her Earthling friend.

"Have I let you down before?" Peter teased.

"You haven't, and I really appreciate that," Twilight said.

"Aw, what cute love birds," Johnny teased, much to the annoyance of the duo of Peter and Twilight.

"Aren't they just precious?" Rainbow Dash added, further annoying the two.

"Real funny you two," Peter said as Twilight released her hug. "I mean I get Johnny doing that but Rainbow Dash, you live in a world powered by Friendship."

"Just because that's how my world usually is, doesn't make it any less sappy," Rainbow Dash pointed out.

"I love how these ponies just break apart everything we think we know about them," Bobby said. "They're just as human as the rest of us, only they have magical powers, super strength and flight."

"Don't a good chunk of humans already do that?" Applejack asked.

"Yeah, but humans like us are rare," Bobby said. "In this world, having one of those traits is the norm."

"Well sit down and enjoy yourselves, we made plenty of food for you to enjoy, which I personally made sure was edible for humans," Twilight said.

"Hope that includes Apple Pie," Bobby said. "Because seriously, the Apple Family's pies are probably the best thing I've eaten in my life."

"It was a recipe passed down the family, my mom and dad were realy good at making pies, appearently it surprised Granny when mom managed to pull it off, but even if she was a Pear, she was still a baker," Applejack said.

"Sounds like she made a great 'Pear' with your dad," Peter joked.

Applejack was silent a second, before the joke finally registered, "Oh ah get it. Pear sounds like pair."

"You're not suppose to explain a joke, it makes it less funny," Peter pointed out.

"Your jokes are funny to begin with," Johnny remarked, getting a high five from Bobby.

"Hey grow up you two, don't be mean to Peter," Twilight said.

"Heh, usually that would be my line," Gwen said, cheking a picnic basket. "Oh sweet, cookies."

"Straight from Sugar Cube Corner," Pinkie said. "By the way, is Deadpool coming by?"

"He went on a mission with Cable, he asked me to give you this," Gwen said, presenting a picture of a posing Deadpool to Pinkie Pie, along with a note.

"Aw, he remembered me," Pinkie said as she took the picture and read the note. "Dear Pinkie, wish I could be there, but duty calls, and I have to bash some faces with my fists. Yours truly, Deadpool. P.S. Tell Cheese Sandwich to write a song detailing my Legendary Status, crank up the...s word...on that accordion."

"Almost surprised Deadpool likes polka music," Peter said. "Not that there's anything wrong with it, but he seems like the type to diss it."

"Deadpool seems like the type to diss just about anything," Spike said, grabbing a biscuit from a basket. "How do you trust someone that nutty?"

"Don't you have that Discord friend who's nutty?" Peter asked.

"Yeah, but Fluttershy keeps him under control," Spike said.

"I don't keep him under control, he just likes my company, we are best friends after all," Fluttershy said.

"Hey, I thought I was your best friend!" Rainbow Dash said.

"You are Dashie, Discord is just my other best friend, or at the very least, a fun uncle type creature," Fluttershy said.

"More like grandpa, he's like thousands of years old," Rainbow Dash said. "Despite that he still has the maturity of a foal."

"Just because people grow old doesn't mean they grow up," Peter said. "Of course Logan thinks I'm living proof of that."

"Nothing wrong with having a good balance of that though," Applejack said. "Good to have that youthful spirit despite yer age, works for Granny."

"Definitely works for Tony Stark," Eddie chimed in.

As they continued to enjoy their picnic, dark clouds began to loom over Ponyville, much to the concern of the citizens there, especially Rumble and The Crusaders.

"What's going on?" Sweetie Belle asked.

"Is it the Storm King? Is he back!?" Scootaloo asked.

"I don't know, he shouldn't be able to come back, but that didn't stop King Sombra that one time," Rumble said. "We should find Twilight, let her know what's happening."

"Oh! That works out great too, because Rarity said she and their friends were going on a picnic with those Superheroes!" Sweetie Belle said.

"All the better then, we should hurry before things get really bad," Rumble said. "Let's go fillies."

"Right behind you!" Scootaloo said, dashing off with her friends to find Twilight and company.

Not too far away, Doctor Strange himself had also made his presence known in Equestria, the Sorcerer Supreme looking to be in a hurry, "I must find Twilight Sparkle before our enemies do. To think we could be so careless." He quickly scanned around, trying to detect traces of her magic. "With so many Unicorns, it's a bit harder to pinpoint exactly which magic belongs to Twilight." Strange grabbed the pendant around his neck, the legendary Eye of Agamotto, "Thankfully I have this, should make finding her a lot easier."

Back at the picnic, Peter was munching on a big sandwich, one that had almost all kinds of meat, cheese and a few vegetables.

"Wow, and I thought Applejack had a big appetite," Rainbow Dash said.

"Hey, being a farmer is hard work, ah need the strength," Applejack insisted. "And it's safe to say Peter does too, he is a superhero after all."

"Yeah, my metabolism is kind of super-fast, I burn through calories really quickly," Peter said.

"Same here, mostly thanks to my fire, I never have to worry about excess fat," Johnny boasted.

"You two are so lucky, I have to mind what I eat, don't want to look out of shape," Rarity said. "It'd be so undignified."

"If you're that worried, then maybe don't eat gallons of ice cream every time you get upset," Rainbow Dash said.

"Hey! I don't do that...a lot!" Rarity insisted. "Sometimes I just need something to help take my mind off what bothers me."

"Women and ice cream, goes together like Peanut Butter and Jelly," Bobby joked, getting a punch in the arm from Gwen.

"Can it snowman," Gwen warned.

Laura was busy scrummaging through the baskets, "There isn't enough meat here."

"We had to go light on the meat dear, remember our company," Felicia said.

"Could have packed some for us humans, especially me. I need protein to keep up my strength," Laura said.

"There's more than one way to get protein, you just gotta..." Peter started to feel a ringing in his head, the boy looked around as if expecting danger. His sudden change in demeanor was worrying for the others present.

"Everything alright Pete?" Johnny asked.

"You look like something spooked you," Applejack said.

Peter couldn't help but focus on his ringing spider sense, the boy turning to his fellow spider, "Gwen...?"

"Yeah, I feel it too," Gwen said.

Even Pinkie felt her whole body shaking, "Oooh, that was a doozy."

"Peter, Gwen, what's happening?" Twilight asked.

"Princess Twilight, I suggest staying close with us," Eddie said, knowing what was happening with the two spiders. "Same with your friends."

Twilight still seemed very confused, "But what is going-"

"Twilight!" Called Rumble, the young colt running towards the heroes with the Crusaders. "Twilight, something bad's happening."

"There's a bunch of storm clouds!" Sweetie Belle said. "I think we're being invaded!"

"Everyone head to town and check on the ponies, make sure they're safe," Peter said, pulling off his shirt to reveal his suit.

"Sounds like things are about to go down," Johnny said, unveiling his own suit.

The symbiote began to cover Eddie, taking on his Venom persona, "Let's go save some ponies."

"Sweet, been itching for some action," Laura said, readying her claws. "Let's hit the town!"

The seven heroes, fully dressed in their hero gear, dashed off to find the source of the trouble.

"We should help too," Twilight said. "Alright girls, let's see what we can do."

"Right behind you Twilight!" Rainbow Dash said.

"Wait, what about us?" Rumble asked.

"You can keep Apple Bloom, Sweetie Belle and Scootaloo safe," Twilight said. "Don't let any danger come near them."

"Keeping my girls safe? No problem at all," Rumble said.

"Let's get a move on, y'all," Applejack said, going with her friends into town.

As the Mane Six left, Apple Bloom turned her attention to Rumble, "Surprised yer not trying to join in on the fight."

"I mean that'd be cool but, I'd rather just leave it to the heroes, plus I'm more worried about you girls, I'd be more than happy to fight for you," Rumble said.

"Aw Rumble," Sweetie Belle hugged the colt. "You're my hero!"

"You know it Sweetie Belle," Rumble said, placing his foreleg around the filly.

In town, the ponies were mesmerized by the lingering clouds up above, some curious as to what was happening, others worried about what this could mean.

"Attention town ponies!" Peter called, getting their full focus. "It's dangerous to be here, please evacuate town in an orderly fashion."

"You heard him! Panic!" Cherry Berry shouted as the ponies scrambled in fear.

"Huh!? No! That's not even close to what I just said!" Peter shouted in frustration.

"Wow these ponies are stupid," Laura commented, getting a glare from the webbed hero.

"Not the time!" Peter said. "Johnny! Bobby! Eddie! Think you can calm the ponies!?"

"Maybe these two guys can," Eddie said. "But I'm not exactly a 'welcoming presence'."

"I can take his spot," Gwen offered.

"Good, you do that," Peter said. "Felicia, I need you and Laura to check the houses for stragglers. Eddie, you come with me and be ready to fight."

"Aw, why can't I go fight too!" Laura asked. "Send Eddie to find the stragglers."

"Didn't we just agree that I'm not suited to calm the nerves of ponies?" Eddie said.

"Focus please! Felicia is gonna have difficulty doing this alone and with your speed Laura, you can help this go faster. The safer the town is, the more you can go all out if there's a fight, just don't get too carried away if it comes to that!"

"Ugh, fine," Laura said, dashing off to check for stragglers.

"The rest of you, once the town is safe, come find Eddie and me and we'll personally deal with whoever's behind this," Peter said.

The group scattered to do what they needed to do, save Ponyville and stop whatever was happening.

As this went on, Twilight and her friends had gotten closer to town when they were suddenly greeted by a new but familiar presence. "Princess Twilight?"

"Huh?" Twilight took note of the man who got her attention. "Oh, you're Doctor Strange!"

"Doctor Strange?" Rainbow Dash said, examining the wizard a second. "Oh right, aren't you like the only magic user on Earth?"

"Not quite, there are others, but not all of them use it for combat," Strange said. "I'd love to explain more but there is a reason I am here."

"Does it have to do with those dark clouds?" Twilight asked, gesturing to the distance.

"So it's started, this is going to be troublesome," Strange said.

"Huh? What's started?" Twilight asked.

"A God from a realm within my world discovered this dimension not too long ago," Strange explained. "When Mr. Fantastic opened the dimensional portal here, it weakened the fabric between our worlds, making it little bit easier to discover through interdimensional travel. Truth be told, there was already some weakness when he allowed a portal to stay open so one of Spider-Man's friends could regularly visit, such a shame it eventually came to be troublesome, despite Reed's reassurance. Thankfully things are not too bad yet, but still bad enough for that God to get into contact with this world."

"Who is this God? I imagine he's very dangerous, anything you can tell us?" Twilight asked.

"His name is Loki, Thor's younger brother and the God of Mischief," Strange explained.

"A God of Mischief?" Twilight said, tapping her chin in wonder. "I wonder if his magic is similar to that of Discord's?"

"I'm not familiar with this Discord fellow, just know that Loki is incredibly powerful, and a dangerous opponent to have," Strange said.

"We'll beat him, we've never let anything stop us before," Twilight said.

"You're quite determined, I admire that, just don't allow that determination to turn into arrogance," Strange said.

"Of course sir," Twilight said.

"Call me Stephen," Strange said, floating toward the danger. "Let us hurry!"

"Right behind you!" Twilight said, following after the sorcerer.

Within town, Peter and Eddie had gone further into town where they came across one of their would-be enemies.

"Who's she supposed to be?" Eddie asked, gesturing to the Changeling.

"Finally caught up have you? I am Chrysalis, Queen of the Changelings," the mare said, a few of her creatures right by her side.

"Chrysalis? I think Twilight mentioned you once, called you a Shapeshifter," Peter said.

"Like the Skrulls?" Eddie asked. "That could be trouble then."

"We'll be fine, we both have better sense than to be deceived with some cheap tricks," Peter said, then focused back on Chrysalis. "Still, I heard you lost your title as Queen, your subjects were said to have left your rule."

"For the most part, thankfully a few remembered who their Queen was," Chrysalis said. "It hurts that those I treated like my own children had abandoned me like that, but I can forgive them if they choose to join my side, I just have to pay them a little visit, and dispose of that traitor Thorax."

"We're not letting that happen," Peter said. "You're about to get tangled in a web courtesy of the Friendly Neighborhood Spider-Man, and his sidekick Venom."

"I am not your sidekick," Eddie clarified.

"Not the time for corrections!" Peter said.

"Changelings, attack!" Chrysalis ordered, sending her Changelings after the duo, both of them quickly dodging out of the way and going straight for the attack. Peter webbed one Changeling and flung him into a group while Eddie used his tendrils to grab a few to slam and fling them away.

A few Changelings transformed into various creatures like Timber-Wolves and Cragidiles, these effects doing little against the duo of Spider-Man and Venom.

"Too easy," Eddie said, grabbing one and slamming him against a house, causing some cracks.

"Easy Venom, try not to cause too much collateral damage," Peter reminded as he webbed a couple of spiders away.

"Sorry, got a little carried away," Eddie said as he hit a Changeling with a massive uppercut.

Some of them tried transforming into ponies to trick the two, Peter's Spider Sense saw through all that and Eddie's abilities were too much for that to work as well.

"These two are a lot stronger than expected, guess it's time for me to step in," Chrysalis said, making her way to the duo.

"Want some of me yourself?" Eddie asked, rushing in to attack but found himself grabbed by the magic. "Huh?"

Suddenly Chrysalis began slamming Eddie against some houses to weaken him a bit before blasting him away. "All that strength is nothing compared to my magic."

"How about speed!" Peter attempted to rush in but Chrysalis had teleported out the way and zapped the hero from behind and then flung him through another house.

"Check that off the list of my abilities," Chrysalis arrogantly remarked.

Peter pulled himself out of the wreck, angrily rubbing his sides, "That was annoying."

"Spider-Man?" Came the voice of Flitter.

"Oh you, you're friends with that Thunderlane guy," Peter said.

"Yes, I'm Flitter," The mare introduced. "What's happening out there?"

"Someone who calls herself Queen Chrysalis," Peter explained.

"Chrysalis is back!?" Flitter asked. "That's infuriating, does Twilight know?"

"Not exactly, but I was just wish her, she's probably on her way to deal with the situation," Peter said. "You probably shouldn't be here, the town is currently being evacuated, you should go as well."

"I can help, I've dealt with Chrysalis before, especially the time she ruined a wedding between Twilight and Thunderlane," Flitter said.

"Huh? Wait they're married? Or were going to be married?" Peter asked.

"It's complicated, I mean they said their vows, but I don't think they were fully married," Flitter said.

"...Shouldn't someone look into that?" Peter asked. Suddenly a Changeling entered the house, about to attack when Peter webbed it away. "Alright not the time to be asking that, you should leave! At least make sure others are safe."

"Alright," Flitter said as she prepared to fly off.

"Sorry about your house by the way," Peter said.

"Oh this isn't my house, it's Thunderlane's, and he's not going to be too thrilled when he sees what happened," Flitter said as she took off.

"Right, that's probably gonna suck then," Peter said as he thwipped away.

Meanwhile the other heroes had encountered the Changelings and were doing their best to fight them off despite their large numbers.

"Come on, don't let up!" Johnny said as he blasted a few back.

"Wow these things are freaky," Bobby said, freezing a few. "At least they're weak."

"Until they surround you," Felicia said, back kicking a few.

Gwen had knocked out one that took the form of a dragon, "Careful, they're shapeshifters, don't let yourselves get confused."

Many of them took on different forms, even forms the heroes haven't seen, such as Yaks, Hippogrifs and Kirin. Despite that the heroes mostly had it under control, despite some confusion within the battle.

At one point, one had transformed into Laura, hoping to ambush the heroes by going after Johnny first. Unfortunately for the creature, Johnny was quick to react to the ruse, quickly taking down the Changeling.

"Kind of grateful they can't copy our abilities," Bobby said, blasting one that took the form of Felicia. "Wait, can they?"

"Let's not find out, knock them all out!" the real Felicia ordered.

Before long, many of the transformed Changelings had lost their illusions and each one was promptly blasted off by two pairs of magic, those being magic from Doctor Strange and Twilight.

"That Eye thing you have really came in handy Stephen," Twilight said.

"So did your keen senses Twilight," Strange said.

"Doctor Strange!" Johnny said, getting his attention. "We're glad to see ya dude. Here to help us fight these weird creatures?"

"They're Changelings Human Torch, and there's more to it than that," Twilight said.

"I'll get straight to the point, Loki's coming," Strange said.

"Did you say Loki?" Gwen asked. "Huh, haven't seen him in a while."

"I'm not worried, we've stomped him before, really impressed The Avengers doing that," Johnny said.

"Yes, we have had an encounter before, haven't we?" Came Loki's voice, the villain descending down to the heroes. "It was quite the misfortune for me, but only a temporary one."

"Hey Loki, here to get stomped again?" Bobby asked.

"Be quiet," Loki said, using his magic to instantly blast Bobby away, surprising his team. "My pwer has grown since you last saw me."

"Loki! Why have you come here?" Strange asked.

"For the magic of course, a realm like this must have great properties I can use to further my conquest of the Nine Realms," Loki said.

"Care to explain why some Changelings are involved?" Twilight asked.

"To enter this realm, I needed assistance, and I got some in the form of Queen Chrysalis," Loki said. "We made a deal, she helps me get the magic I need, I help reclaim her crown."

"The Changelings have worked hard to improve their status in Equestria," Twilight said, readying her magic. "I won't let you take that away from them!"

In an instant, Twilight quickly blasted Loki back, following after him and sending more zaps but took a blast to her chest for the effort.

"How futile," Loki said. He readied another attack to Twilight but Strange had flown in to assist using some magic rope to temporarily contain Loki.

"That won't work Strange!" Loki shouted, blasting the sorceror back. Rainbow Dash flew in for a kick but the God easily telepoted out of the way, appearing behind the Pegasus and blasting her to the ground.

Applejack grabbed her lasso to contain him while Pinkie grabbed her party canon and Rarity readied her magic, both blasting at the God, seemingly connecting.

"Think that got him!" Applejack said.

"Hardly," Loki replied, appearing behind each girl and blasting them back, leaving Fluttershy as the only mare who had not tried directly fighting Loki.

"Oh my..." the Shy Pegasus remarked, taking a step back.

"Stay behind us!" Laura said, lunging toward Loki and getting blasted back for her effort. Felicia, Johnny and Gwen tried attacking next but Loki had teleported out of the way, sending another blast to the ground, scattering them.

"I told you, it won't be as easy this time around," Loki said. He then used his magic to grab Fluttershy, levitating her close to him as he stated her down. "Such a gentle creature you are, it would be a shame to have to hurt you."

"Back off you creep!" Twlight shouted, flying in and zapping Loki away, readying her magic and sendng a larger beam at the God.

"Such a nuisance you are," Loki said, dusting himself off. "Fine, come at me again Princess!"

Twilight dashed in while using her magic as a type of whip against Loki, the mischevious God blocking and blasting Twilight back. The mare quickly teleported behind Loki and zapped him again, then used her magic to bind him and slammed him a couple of times before throwing him in the air towards some mountains.

She teleported diagnoally above him and blasted him again, sending him flying towards the mountain regions. She readied a huge blast and send it straight down at Loki, resulting in a massive explosion that she hopes did some damage to the God.

She flew down, inspecting the ground to see if she could find Loki, "Where are you?"

"Right here," Loki said, blasting Twilight from the side. The God was standing, but barely. Seems like he put up a barrier at the last second, though couldn't contain the full brunt of the attack and had some minor injuries. "You're a lot stronger than you appear, I underestimated you."

"You sure did, no one messes with my town, not even a so-called God!" Twilight flew in attack to attack, Loki quickly blocking.

"You really are full of energy, aren't you!?" Loki whacked Twilight aside toward town. "Perhaps your magic is better suited with me!" He flew in to pursue the Princess of Friendship.

Meanwhile Peter and Chrysalis were still doing battle, Peter attempting to land a blow but Chrysalis proved to be good at dodging with her magic as she managed to get a decent sized blast right into Peter's side. "Not bad Spider-Man, you really have a lot of fight in you."

"Someone's gotta protect this world," Peter said, webbing Chrysalis and slamming her against a wall. "Crap, don't want to cause too much damage, don't want ponies hating me more than than do."

"You worry about such little things!" Chrysalis said, blasting Peter in the chest, then once in the face. "Fine with me, the more hesitant you are, the easier it will be to destroy you."

"Hey queenie!" Eddie shouted, lunging at Chrysalis, the mare quickly grabbing him and blasting the former villain across town.

"Such impatience," Chrysalis said, then focused on Peter. "Now where was-"

Suddenly Peter zipped in and punched her into the air, then leapt up to kick her down, hitting the ground hard. He landed on a nearby roof and used his webbing to keep her down. "That should work."

"In your dreams!" Chrysalis teleported out and blasted Peter in the back, knocking him off the roof.

Peter hit the ground hard, standing up and rubbing his back. "Wow she's tough."

Moments later, Twilight had landed beside him, the mare looking out of it. "Wow he's tough."

"Heh, great minds think alike," Peter said, getting Twilight's attention.

"Peter? What happened here?" Twilight asked.

"Princess Twilight Sparkle!" Chrysalis said, landing beside them. "Perfect, I can destroy you as well!"

"Should have expected to see you here Chrysalis, you just can't accept the Magic of Friendship, can you?" Twilight asked.

"Why would I want something so weak?" Chrysalis asked. "True power comes from raw magic and stealing the love you ponies have for each other."

"Power is nothing if you have no real reason for using it," Peter said. "My strength comes from my determination to fight for someone other than myself, something Twilight shares, probably why she kicks the crap out of you on a daily basis."

"How utterly repulsive," Loki said, descending towards the heroes as well. "Be it Earth or Equestria, it's amazing how mortals in both dimensions can be so delusional."

"And it's amazing that no matter the dimension, the villain always seems so condescending with little to back it up," Peter said.

"Nailed it there Spider-Man," Twilight said.

"Oh, want more power huh? Chrysalis, let us show them the might of a Queen and a God!" Loki said, readying his magic.

"Let's do just that!" Chrysalis said, readying her magic as the two send both beams at both heroes.

Peter and Twilight leapt up and out of the way but were vulnerable to some follow up attacks with Loki flying in with his staff right into Peter's ribs and a whack to the ground while Twilight was zapped by Chrysalis and slammed down herself.

Loki and Chrysalis flew overheard and rained down blasts at Peter and Twilight, the two dodging for cover.

"You can't evade us forever!" Loki said.

"Hey Loki!" Bobby rushed in and attempted to freeze both villains with his ice, but Loki used his magic to shield them both while Chrysalis blasted him back.

It wasn't long before the other heroes and elements tried to help, Loki and Chrysalis using their combined magic in an attempt to keep then at bay with scattered blasts.

"We gotta get in for a good hit!" Rainbow Dash said. "Torch, let's use our speed!"

"Right behind you Dash," Johnny said. The two zipped around Ponyville in an attempt to confuse the two villains, then tried attacking from behind. Loki caught Johnny while Chysalis caught Rainbow Dash, surprising the duo.

"How!?" Rainbow Dash shouted.

"We have evolved, that's how," Chrysalis said. "You are hardly a match for us."

"Hey!" Came Thunderlane's voice, the stallion flying in hard. "Which one of you two destroyed my house!"

Both Johnny and Rainbow Dash were flung toward Thunderlane's direction, knocking him out of the air.

Strange attempted to restrain the both of them, with assistance from Rarity and her magic. Both villains were close to breaking free when another had joined to help, that being Celestia's former pupil, Sunset Shimmer.

"Hey everypony! Am I late?" Sunset asked.

"You're right on time actually," Strange said. "We could use a little more magic though, I don't suppose you brought anyone."

"Funny you mention that," Sunset said, then gestured to two more Unicorns, those being Trixie and Starlight Glimmer, both using their magic to restrain the villains.

"Sunset came and got us, you're lucky we were in the area," Trixie said.

"Well yeah, we live here," Starlight said.

"I'm a traveling entertainer, me and Lightning Dust could have been away from all you know," Trixie said.

"Is Lightning Dust here?" Applejack asked.

"Sure is, look," Trixie said, gesturing to Lightning Dust flying in to attack alongside Cloudchaser, hoping to take down the seemingly open villains.

However both Chrysalis and Loki broke free and blasted the duo of Lightning Dust and Cloudchaser away.

"That won't work so easily against us" Chrysalis said, readying her magic. "Now prepare to-"

"Take this!" Deadpool shouted, jumping in with a kick to Chrysalis's face.

"What in the-" Loki was then tackled by Pinkie Pie, both villains were knocked somewhat off balance.

"Where did they come from!?" Chrysalis wondered, trying to regain her composure.

Pinkie then brought out a familiar red sword-like item, "Monado Time!"

Deadpool then grabbed a blue canon, "Mega Buster!"

Before anything, the wacky duo got blasted away, both Loki and Chrysalis incredibly annoyed and frustrated.

"How infuriating," Loki said. "Come Chrysalis, let us finish this!"

"With pleasure!" Chrystalis said, the two combining their magic for one final blast.

"Everyone! Distract them! Quick!" Peter ordered, then turned to Twilight. "Come with me!"

Without question, Twilight joined Peter as the heroes down below attempted to attack Chrysalis and Loki, from ranged attacks like fire, magic, webs and ice, or attempting to go in with some melee attacks, the two villains using their magic to block to deflect any attacks that came that way.

"Such desperation," Loki mocked. "Time to land the finishing blow."

"To our new worlds!" Chrysalis said. Just before they could attack, Peter webbed them both from behind and pulled them in for a double kick towards the outside of town, jumping and using stronger webbing to blast them closer to the edge as Twilight flew in with the strongest magic beam she could muster, sending both villains flying away and landing out of town.

Twilight landed near the two with Peter right behind her, both of them ready to strike again if need be. Loki and Chrysalis looked hurt, and infuriated at being made fools out of again.

"Do you surrender?" Twilight asked. "Remember I can get more friends, and so can Spider-Man."

"You have no shot at beating us," Peter said.

"Damn nuisances," Loki said, glaring at the two. "We'll give you this round, but our plans are far from over!" Loki grabbed Chrysalis and teleported away, despite Peter and Twilight attempting to stop them.

"No!" Twilight shouted in frustration. "Great, so much for detaining them."

"Which means we have to keep an eye out, but what matters is the town, hopefully no one got hurt during the fight," Peter turned to face Ponyville. "And hopefully we can clean the town up."

"That shouldn't be too hard," Twilight said. "We can always rebuild, we have before."

"I love your optomism," Peter said. "Come on, let's rendeavous with our friends."

After some time, the heroes had managed to check in with all the ponies in town, and thankfully no one was hurt. A few Changelings had been rounded up and were to be sent to Thorax for reformation.

Some homes needed to be rebuilt but it shouldn't take too long, many of the ponies had somewhere to go at least, especially Thunderlane, who would be bunking with Rainbow Dash, something Rumble found interest in.

"Sweet, sleepver at Dash's!" Rumble said. "It's gonna be awesome."

"You know it little buddy," Rainbow Dash said, rubbing his mane.

Doctor Strange seemed less than thrilled, he hoped to catch Loki but knowing he was out there and ready to cause more harm did not sit well with the Doctor, "Equestria will need to keep it's guard up. I suggest you run that by Princess Celestia Twilight."

"I already had Spike send a letter describing everything, we'll be ready if Loki returns, and if he brings any friends," Twilight said.

"I hope so, Loki has a lot of connections after all, including those within The Black Order," Strange said. "If any of my foes were to invade, well I shudder to think of that possibility."

"Just tell us all we need to know," Twilight said. "In turn we will tell you of enemies from our realm, the more knowledgeable we are, the more likely we can repel this threat."

"I like your thinking Twilight," Strange said.

"Hey speaking of 'enemies'," Peter said, getting their attention. "How's Cozy Glow? I was hoping to see her today as well."

"She's...getting better, somewhat," Twilight said. "She is relegated to a room in my castle, Starlight keeps constant watch over her."

"Well that's great, though I still kind of want to adopt her myself," Peter admitted. "'l'll be more than willing to teach her about responsibility. That and she's really cute, and no one that cute should be a villain."

"Is that why you gave me a second chance there handsome?" Felicia teased.

"Part of the reason," Peter teased back. "But in all seriousness, that girl did cause trouble for you once because she was in contact with that Tirek guy. If Loki comes back, we don't want someone like him, or Dormammu, or anyone else getting in contact with her either."

"Smart move," Strange said.

"That's really kind of you to want to help her," Twilight said.

"Helping villains reform is how I started my team," Peter said. "I mean, I even got Shocker on my side, he wasn't really much of a bad person, he just needed Friendship. Who knows, that could be how we stop Loki and Chrysalis, make them friends rather than enemies."

"Might be difficult, but definitely worth it," Twilight said.

"Enlightening too, but be wary of that plan," Strange said. "Twilight, if I were you, I'd prepare for battle in the near future."

"I trust you will do the same," Twilight said.

"Without a doubt," Strange said.

"There will come a time where we'll all have to fight," Peter said. "Until then, let's just keep doing what we have been doing this whole time, building Friendships and forming bonds that will get us through anything."

"Yes, you're absolutely right Peter," Twilight said. "The Magic of Friendship prevails."

The future seemed bleak at the moment, but there was still that glimmer of hope that reassured everyone that things would be alright. The heroes of both worlds know the value of Friendship and Teamwork, that will keep them safe in the coming future.


Seems there definitely is more to come. But so concludes another one-shot.