The Chaos that spilled the streets of Canterlot was devastating. Many homes were destroyed, injuring many ponies.

Among those were some unfortunate casualties.

Celestia, having been injured from battle, managed to stand herself up, though not without help from the nearby Steve Rogers.

"I got you," Steve helped Celestia to her hooves. "Can you walk?"

"I should be fine," Celestia said, feeling mortified by the damage caused to Canterlot. "My word..."

"Yeah, it's terrible," Steve said. "Unfortunately, those mysterious beings got away."

"Who could they have been?" Celestia asked. "Why did one of them resemble Goku?"

"I wish I knew," Steve said. "I should hope that wasn't the real Goku. I can't see a man like him committing such atrocities."

"I sensed too much evil in him to possibly be Goku," Celestia said. "Goku hungers for battle, not destruction."

"The only clue I have is hearing about there being an imposter of sorts," Steve said. "I don't know why someone would want to impersonate Goku however."

"Steve! Celestia!" Sam called, the man limping over to the two. "Oh good, you're alright."

"Still in one piece, what about the others?" Steve asked.

"Bucky's helping those Pillars, but um..." Sam turned his attention to the fallen Starswirl. "Obviously not everyone made it."

"Starswirl..." Steve lamented, Celestia feeling speechless herself. "He was old fashioned but he did seem to care about Equestria."

"We gotta find those guys, and deliver justice," Sam said.

"We will," Steve reassured, taking a quick glance around town, seeing a few injured ponies. "First thing's first, we gotta help the injured civilians. Let's round them up someplace safe."

While that was happening, things were getting tense in Ponyville. The Warriors that emerged from Doctor Strange's portal were surveying the damage. Homes were destroyed, a few on fire. There was rubble almost everywhere, and monsters about.

Many ponies were injured, some dead. A good chunk were gathered together, trying to stay out of harm's way.

Mayday had gotten herself to safety. Rather than go near the crowd of ponies, she merely kept her distance from them and the villains, opting to stay near a ruined house.

The villains continued facing off against the Capcom arrivals, as well as any heroes that were still standing and able to fight. All the henchmen had been given the order to cease their attacks for the moment, giving the others some time to breathe.

Ryu cautiously stepped forward, keeping an eye out everywhere to ensure there were no signs of ambush. As he got close, he immediately took note of the heavily injured Peter. The hero had bruises everywhere, and was bleeding a lot.

A wave of anger washed through Ryu, seeing his most respected rival injured on the ground did not sit well with him. Even more knowing this happened because he was fighting to keep everyone safe.

Sunset also took note of Peter, though she knows he can take a few punches, she also knows he feels pain like anyone else. Given that Mayday was just held captive, she also felt worried about his emotional state.

"Tell me this!" Sunset began, catching the attention of all the villains. "Why are you doing any of this? Targeting Equestria, and the worlds around it!?"

"You really need that explained? Or are you just trying to delay the inevitable?" Goblin asked.

"A lot of you have different motivations for your villainy, I doubt there's one big common goal you all share," Sunset said. "A few of you don't even seem like the conquering type. I get the feeling some of you just want to see others suffer."

"Well, the suffering is a good bonus," Goblin said. "Actually, if I'm being honest, it's the best part of this whole thing. Seeing ponies running and fleeing for their lives, watching the world burn before me, that's pretty much what I do."

"Yeah, that is what you do, Norman," Sunset said. "You just want to be feared by everyone, that was your main motivation for what you did to New York years ago."

"How nice of you to remember," Goblin said, holding up some pumpkin bombs. "Guess you've been paying close attention during that time you were under my control. Shame you switched sides so easily, a clever girl like you would make for a great conquerer."

"A conquerer huh?" Sunset asked. "Great idea, how about I conquer all of you?"

"This one has quite a mouth on her," Black said.

"That guy..." Sunset turned her attention to Black. "Hey you! Why do you look so much like Goku? Are you two brothers?"

"Brothers?" Black asked, almost offended. "Do not insult my divine being by comparing me to that inept mortal."

"Ugh, great, more God Complex guys," Sunset lamented. "How did people like you and Loki achieve Godhood? You're terrible people!"

"You deceive yourself young girl," Black said. "For I am not the villain here. The true evil lies within the sins of humanity, and all mortal kind. You, young girl, are amongst the impudent many who have corrupted the vast civilization of planetary beauty with your cruel and unjust lifestyle. That is why I am here, why we are here. Our noble efforts shall cleanse the multiverse of your malicious intentions!"

"Hey pal!" Scootaloo called. "What are you!? A Dictionary?"

"What an insolent pup," Black said. "No matter, I suppose a mortal cannot comprehend the elegance of a God."

"Wow you're full of yourself," Sunset said. "Seriously though, a God? You look just like Goku, and I know he has a God Form, but I doubt he's an actual deity."

"I'm fully aware of his God Form," Black said. "Mark my words, Son Goku will fall by my hand. It will be his punishment for besmirching the name of a God."

"Who are you anyway?" Sunset asked. "Why do you look like Goku?"

"It wouldn't be much fun telling you just yet," Black said. "Maybe when Goku is on the ground, begging for his life, will I offer something as merciful as an explanation."

"This guy's starting to get on my nerves a bit," Dante said, aiming his sword at his foe. "Might be better to just do away with these guys before they cause even more trouble."

"I'm with Dante," Chris said, aiming his handgun. "Quite frankly, I couldn't care less as to why any of you are causing trouble. We just need you stopped, one way or another."

"Chris..." Wesker stepped forward, glaring at his most hated rival. "Always so quick to play the hero. You've always been headstrong. It's an admirable trait, but just as foolish."

"Speaking of foolishness," Vergil stepped forward as well. "Dante, it's been a while."

"Hey bro, sorry I missed ya in South Town," Dante said. "Cloud's world needed some back up. I heard our buddy Miguel roughed you up."

"Hardly," Vergil insisted. "It matters little, what matters is that you and I can finally put an end to things. Settle once and for all which of our father's two sons is superior."

"Is that what this is all about, Vergil?" Dante asked. "Damn shame really, you're so desperate for power that you were willing to throw away any humanity you had left in you. What would dad say if he saw this?"

"Our father was a fool who protected weak humans from their rightful purging," Vergil said. "I am merely following my ancestry, as you should too. Humans have no value to demons like us."

"Not even mom?" Dante asked.

Vergil furrowed his brow, glaring intently at his brother, "Father made a mistake, choosing a human to be our mother. The sooner you understand that, the better off you'll be."

"A mistake?" Dante asked, almost in disbelief. "It's a mistake that he picked a woman like our mother to wed? That same woman who was always there for us? Who treated us like her whole world? Who every birthday, every single birthday, would always make sure we had the best experience possible? Is that who you're talking about?"

"You really think that meant anything to me?" Vergil asked.

"I think it does," Dante said, stepping toward his brother. "You can act like you hate her all you want, but I never had a doubt in my mind that you loved our mother. That's why you're acting like this." Dante aimed his sword at Vergil. "All this talk of power, this conquest. You don't hate our mother for being human. You hate yourself because you couldn't protect her. That's why you want power, isn't it!?"

"Watch your tone!" Vergil warned.

"You hated how weak you were! You wished you could have done more to save her from Mundus!" Dante shouted. "You wish you were stronger!"

Vergil huffed in anger, "You're only saying that because she favored you! While you were hiding like a coward I was out there trying to fight for my life! She ensured your safety, not mine!"

"She went to find you! And you know it!" Dante shouted. "She died trying to find you because she loved you! She loved us! You love her too, that's why you kept Dad's Amulet that she gave to us for our eighth birthday!"

"...It was a means for power, that's all," Vergil said. "In the end, Eva was just another human, that's all she will ever be."

Dante turned away in disappointment, "Even I never thought you'd end up like this. Guess my brother really is gone."

"You honestly should have come to that conclusion years ago," Wesker said.

"Put a sock in it, Albert," Dante warned. "Otherwise I'll save Chris a lot of trouble, and kill you myself."

"It's just like you Wesker," Chris said. "Manipulating others to hold power over them. I bet you have everyone thinking you have their best interest in mind, like you did with us and S.T.A.R.S."

"Chris, don't tell me you're still mad about what happened in Raccoon City," Wesker said. "You should feel honored, I trusted your skills enough to want to test them against my greatest creation. I would have liked the entire team there, but if they couldn't handle a few zombies, what chance did they have against something superior?"

"Is that all you have to say?" Chris asked, the man glaring in a furious rage. "Honestly it's sick. We trusted you with our lives, and you led many of my friends to their deaths. Edward, Forest, Richard, Joseph, Kenneth, they all died thinking you had their best interest in mind! They died believing you would always be their Captain!"

"Who says I'm not?" Wesker asked. "It's the duty of the underlings to obey their superior. Besides, you can't fault me entirely for Bravo Team. Even I did not expect that initial outbreak to occur."

"Well you were a big part of the reason it happened," Jill said. "You are just as much to blame for Raccoon City's demise as much as Umbrella was."

"If we're blaming others by association, perhaps you lot are to blame for what's happening across the multiverse, including this world," Wesker pointed out. "Have you considered that?"

Chris grimaced at his former boss, "You would put it that way."

"He's not wrong," Juri said. "You all did a piss poor job in keeping your problems locked away in your own world."

"Then once you showed up here, you seemed more interested in the glory of catching us than saving anyone," Tron added, causing more regret in the eyes of the Capcom Warriors. "Kind of scummy, and you're supposed to be the good guys."

"Always with that guilt trip," Sunset said. "They made a mistake, and they're trying to fix it. No one's perfect."

"Except for us," Black said.

"You be quiet, you terrorize powerless people for fun," Sunset said.

"I am merely performing my divine duty," Black said. "Is it wrong to take pleasure in your work?"

"Exactly, life would be boring if everything were treated like a chore," Juri said.

"If your idea of fun is causing pain for others, then there is no place for the likes of you in this multiverse," Ryu said. "Many of you claim to be warriors, but you lack the honor of a true fighter."

"A mortal like you is in no place to pass judgment," Black said. "Deities like myself and Loki are the ones with the final say."

"And we say, you've all outlived your usefulness," Loki said. "We all aim to take what is rightfully ours, it is our destiny. Those who get in our way deserve to perish."

"Loki..." Kratos stepped forward, glaring at the God.

"What do you want this time?" Loki asked.

"Your head," Kratos said, holding out his Leviathan Axe.

"Well, that's rather dark," Loki said, looking a little disturbed. "All because I gave your son some much needed advice? Can't you see that I too was a victim of Odin as you and your son were?"

"That does not give you the right to cause pain and suffering for others," Kratos said. "I tire of Gods like you who use their power for selfish reasons. I was foolish enough to believe the Gods of Olympus were my allies, and I was mistaken. I will not allow my son to make that same mistake, I have fought too hard to give him a better life than my own, I cannot allow you or anyone to give him unnecessary hardship."

"My, you are quite stubborn," Loki said. "As expected from a Spartan. I still find it impressive that you can handle the likes of Zeus. I can see why Atreus speaks so fondly of you."

"Do not mention my son's name," Kratos warned.

"You are quite unreasonable," Loki said. "Have you forgotten that your son and I are variations of one another? He is just as much Loki as I am."

"There is no Loki, only Atreus, my son," Kratos said. "You are not a variation, you are just a dark reflection, a version of my son that he feared he could become, if not for the kindness of his mother."

"And, having a good father," Sunset added. "Just thought I'd throw that out there since you're too humble to admit it yourself."

"Aw, isn't Friendship Magic?" Juri taunted.

"Oh shut up," Sunset said.

"Honestly it is rather repulsive," Loki said. "Many of you believe in Friendship, but in the end, it's just one more way to hurt another person. Just ask one of your own, Tempest Shadow."

Tempest stepped into view, glaring right at Sunset Shimmer. "I must admit, I thought that after Ragnarök, you'd Open your Eyes a bit more."

"You're not gonna start singing again, are you?" Dante asked.

"No, I've already made my point," Tempest said. "Friendship is not Magic, it's an illusion."

"Why would you think that?" Twilight asked, all attention on her as she stood by her injured husband. "Why would you think Friendship is that bad?"

"Because I had friends once," Tempest said as she placed her hoof over her scar. "Until that fateful day."

"Does this have to do with her scar?" Twilight wondered. "Or her horn?"

"You find out who your real friends are when disaster happens," Tempest said, placing her hoof on her damaged horn. "Or rather, who isn't your friend."

"You Equestrians speak of Friendship, but when the time comes, you're just as likely to push others away," Martin Li said as he stepped into view. "Anyone who does not fit your mold is an immediate outcast."

"Just like that filly there," Juri said, gesturing to Cozy Glow. "And from what she's told us, you weren't exactly nice to Spider-Man's daughter."

"You mean the same one you just held hostage?" Sunset asked.

"Hey, blame Norman, he's the sicko who wanted to hurt a child," Juri said.

"It's nothing personal," Goblin insisted, then took a moment to think it over. "Okay, maybe a little personal. Hearing Spider-Man beg for his daughter's life has been the highlight of my day."

Many had scowled at the villain, not only just the heroes and warriors, but even a few of his allies.

"I'm all for making people suffer, but it's no fun when it's a child," Juri said. "That's way too easy."

"I concur," Martin Li said. "Leave the children be, they are of no threat."

"I swear, even so-called villains are such wusses these days," Goblin said. "You can't go far if you aren't willing to do anything it takes. Besides, this isn't about me, it's about these ponies who, in a way, are just as bad if they bully a child."

"Hey, even I'll admit that Equestrians can be assholes," Sunset said.

"Hey!" Caramel shouted.

"Shut up!" Sunset scolded, before turning back to the villains. "I've seen firsthand how they treated Mayday for being an outcast, how they treat anyone that's an outsider. I used to hate Equestria too, but Peter taught me to look past my hatred. Seems like none of you have done that."

"You expect us to believe you can look past your own hatred?" Goblin asked. "I can tell just from the look in your eyes that it exists. All you're doing is needlessly repressing it, and delaying the inevitable."

"Oh, typical villain talk," Sunset commented. "Next you're going to tell me that you and I aren't so different. That we're basically two sides of the same coin or whatever."

"Make all the little puns you'd like, I'm quite used to them," Goblin said, glancing over at Peter. "In the end, it's all the same. You fight in vain, and then you die for nothing."

"How many of you have fought us in a feeble battle that is destined to never end?" Wesker asked.

"Or thought you could just cast us away?" Agadio asked. "It's easy to think you can just get rid of your problems, but then you don't know what to do when they come back. It's just like you Equestria, you get rid of what you disagree with, and cower when you receive resistance."

"Cloud..." Sephiroth began. "Do you still believe you can reduce me to a mere memory?"

Cloud turned away in anger, "Honestly, sometimes I wish I could just forget you. But, that also means forgetting everything I've gone through. With my friends..." Cloud looked to the sky, as pain, if but briefly, etched in his chest. "And with her..."

"You still miss the Cetra girl," Sephiroth said. "That's the irony of life Cloud. All that you cherish does not often outlast all that you despise. She is gone, yet I am still here."

"I will rectify that," Cloud warned as he aimed his sword. "Just you wait."

"Somehow I'm getting the feeling that this guy took my style," Goblin said, glancing at Sephiroth.

"Oh like you're the only one to take away someone's loved one," Bison said. "Chun-Li there still believes she can defeat me and avenge her worthless father."

"It's not about revenge, Bison," Chun-Li said. "It's about justice. With you gone, that's one less worry in the world."

"Oh please, don't act so righteous," Bison said. "In the end you're just as hungry for revenge as all your feeble friends. You lot act like nothing ever phases you, that you're in control of your emotions. In the end, all of your actions are emotionally driven. They more than often cloud your logic. Whether it's you, Chun-Li, or that worthless oaf Guile, who may have well died as uselessly as he lived."

"Watch it!" Chun-Li warned, clear venom in her voice.

"And there it is," Bison said. "In the end, your justice is just a ruse to act how you please without consequence."

"Perhaps the same can be said of all of these so-called superheroes," Mysterio said. "They may act it, but no one person is that selfless. Each of them have a selfish desire of their own, even Spider-Man."

"Something our friend Eddie knows about pretty damn well," Electro said, turning to the injured traitor to their side. "Despite his flaking out."

"All over a child too," Bison said.

"Right, you dickheads are allergic to having a conscience, so you quickly betrayed anyone who had one," Sunset said. "Guess there's truly no Honor Among Thieves."

"Pfft, honor," Shredder said. "It's a fool's game."

"Oh right, you showed up too," Sunset said. "The guy Leo and his brothers mentioned."

"The Shredder," Leo said, stepping over with his team. "Back again?"

"What are you up to this time?" Raph asked. "Should we even be surprised that you're doing some multiverse nonsense? This type of thing is right up your alley."

"I am merely expanding my business options, nothing more," Shredder said. "Seems like the simplest way to gain trust was assisting in killing that Spider-Man fellow. Seemed simple enough."

"Don't act all high and mighty," Mikey said. "The only reason any of you losers got the jump on Spidey is because you ganged up on him like a bunch of cowards. You even threatened his daughter just to get to him! I bet that was the only way you stood a chance, because boy would it have been embarrassing if Spidey whooped you despite the odds."

"Someone has a mouth," Vergil said. "You sound very confident in Spider-Man's skills."

"Duh, he's one of the greatest heroes in all of reality!" Mikey said. "Right up there with Captain America, Superman, and Luke Skywalker."

"That's sweet of you to say," Twilight said as she gently rubbed Peter. "If my husband were conscious, he would definitely appreciate your kind words."

"We're really sorry that our problems have become his," Donnie said, bowing to the girl. "We promise we'll get rid of Shredder and his buddies."

"Don't be so certain, Donatello," Shredder warned.

"Yeah, don't underestimate us!" Tron said.

"Tron Bonne," Mega Man got her attention. "What are you even doing here?"

Mikey chuckled a bit, "Wow she has a funny sounding name."

"First off, my name isn't funny sounding," Tron shouted. "Second, most Equestrians have funnier sounding names. That fox boy's real name is Miles Prower! Which sounds like a pun!"

"She's not wrong," Tails said.

"Well the name Miles sounds pretty cool," Mikey said.

"I second that!" Miles Morales said.

"Yes, Tails has a cool sounding name, and Tron's sounds meh," Mega Man said, much to the girl's annoyance. "We're getting off track. Why are you even here, Tron? Why are you teaming up with Albert Wesker of all people?"

"Simple, he asked me," Tron said. "This gig's making me rich, so it's got its rewards."

"But you're not even a real bad guy," Mega Man said.

"Huh? I am too a bad guy!" Tron said. "Well, I'm a girl, not a guy, but you know what I mean!"

"The way Volnutt describes you, he says you're a nice girl, just misguided," Mega Man said. "You don't belong with Wesker. Wily I understand, same with Sigma. But you? Honestly you seem out of place. After what they did to their more compassionate allies, I don't think you're safe with them."

"I don't believe this..." Tron said. "I, Tron Bonne, am out of place among villains?"

"Since when are we villains again?" Black asked.

"Not now!" Tron shouted. "Listen, whatever you wanna call us, remember that the Bonne Family are vicious pirates who have been plundering our land for Generations! My family is among the most dangerous on Kattelox Island, and even all of our Earth! There isn't a town that I won't topple to get my zenny, so don't ever tell me that I don't belong with these guys! Because I do!"

"Are you trying to convince me? Or yourself?" Mega Man asked. "Because you're doing a poor job if it's the former."

"Ignore him, Tron," Juri implored. "He's just trying to keep us apart."

"Oh you're definitely a villain, you literally take pleasure in hurting people," Mega Man said.

"Tell me something I don't know," Juri said. "You annoying little shit."

"Typical Mega Man, always so self-righteous," Wily said. "Meanwhile he serves someone like Thomas, who is quite honestly just as bad as he claims that I am. At least I don't steal the research of others."

"Huh? You have stolen research! You've captured and reprogrammed Doctor Light's robots in the past!" Mega Man shouted. "Honestly out of all the Robot Masters you've sent after me, only a handful were actually made by you!"

"Okay, so I borrowed a few robots," Wily said. "At least I'm honest about it."

"Geez Wily, kind of making us scientists look bad if you steal research," Eggman said. "I've never used anyone's creation other than my own."

"Uh, Shadow?" Tails asked.

"Technically he came to me," Eggman said. "Also he was created by my grandfather, so at least it's within the Robotnik family."

"The things villains say to justify their bullshit," Sunset lamented.

"We can say the same about you hero types," Electro pointed out. "Like we said, you ain't so righteous."

"I see a lot of darkness in all of you, just as Osborn had mentioned earlier," Dormammu said, glancing at Ryu. "Especially in your best fighter."

Ryu turned away from the being, not willing to engage in conversation.

"Dormammu!" Strange said, getting his attention.

"What is it Stephen?" Dormammu asked. "Have you come to bargain?"

"Cute..." a bemused Strange said. "But no, I have come to send you back to where you belong."

"Well, perhaps you can prove to be a worthier challenge than the fools in The Crystal Empire," Dormammu said.

"That Kingdom's freaking overrated," Electro said.

"What a bunch of animals," Trunks said.

"Hey watch it, kid," Electro warned. "Who the hell are you anyway?"

"Trunks, I have come to help bring you all to justice," Trunks said.

"Again with the damn justice," Electro said. "Honestly, given that sword, you're probably just here to do more than justice. You look ready to strike someone down."

"If your deaths bring justice, that's fine by me," Trunks said.

"He isn't a superhero," Sunset said. "None of us are, we don't share Peter's idea of mercy. We don't share his no-kill code."

"Don't expect any of us to hold back," Spencer said.

"We will kill you if we must," Strider warned.

"Many of you know that, but to you Marvel Villains, I suggest you start saying your prayers," Cammy said. "We're going to do what the heroes won't."

"Not because they're too weak to do it," Dante said. "But we're just not as nice as they are."

"Quite honestly," Cyclops stepped forward with his team. "I don't think we in the X-Men will hold back much either."

"Hey Scott, it's good to see you and the team back together again," Chun-Li said. "I wish it were under better circumstances."

"Such is life, Chun-Li," Cyclops said.

"We shall reunite in a proper manner at a later time," Kurt said. "After we cast away these sinners."

"Hm!?" Black glared at Kurt. "You dare call me a sinner!? The only sinners are the foolish mortals created by inept Gods!"

"What makes you qualified to judge us?" Kurt asked.

"Simple, I have come to see the truth much sooner," Black said. "All mortals like you do is destroy the very worlds you inhabit with your pointless conflicts and petty differences. That's all you humans are."

"A flawed bunch who are prone to self destruction," Ultron said. "Inferior in every possible way."

"Humanity must be reborn," Vergil said. "We shall burn it to ashes, and like the Phoenix, allow it to rise once more."

"There are many ways to do so," Wesker said. "Perhaps artificial intelligence. Perhaps a newer lifeform. Or my personal favorite, Complete Global Saturation, on a multiverse scale."

"All I here are excuses to justify your cruelty," Kurt said. "You should all be ashamed of yourselves. Humanity and all creatures of similar nature are flawed, that much is true. But to ignore the genuine love, to make innocents suffer, how could any of you call yourselves better than those you criticize?"

"It's simple, I am a God," Black said. "You will kneel before me, you filthy peasant!"

"You may be a God..." Kurt aimed his sword at Black. "But, you are not MY God!"

"Those will be your final words," Black warned, readying his own ki blade.

"Be careful Nightcrawler," Ryu said. "That man's ki is not to be taken lightly. He is formidable. Many of them are. Despite their maliciousness and cowardice, they must not be taken lightly."

"Ever the martial artist, aren't you Ryu?" Kazuya said, taking his time to speak.

"Kazuya, I'm not surprised to see you here," Ryu said. "Still after the Mishima Zaibatsu?"

"It's part of my grand plan," Kazuya said. "Once I ravage this world, I will take all I need back to my own, and take what is rightfully mine back from that foolish son of mine."

"Most fathers would be proud of their childrens' success," Ryu said. "But you can't see past your own hatred."

"Don't try that with me, I'm not like this whiner over here," Kazuya said, gesturing to Iori.

"You..." Iori grumbled.

"Wait...Iori Yagami?" Ryu asked. "You're here too? With Mature and Vice? Why? What could you have to gain from this?"

"It's a simple deal," Iori said. "I help them with what they need, and they help me with my troubles back home, including a certain loud mouth."

"You must really hate Kyo," Chun-Li said. "I know he's a bit of a punk and he's probably been disrespectful more than once, but aren't you taking this too far?"

"Yeah man," Ken said. "Like Tron, you're not exactly evil. Despite the Orochi Powers within you, I think you have more humanity in you than a lot of these losers."

"Great, now Ken Masters thinks I can't handle being with all of you," Tron said.

"If it bothers you girl, prove it," Kazuya said as he glanced at Ryu. "I definitely will, once I annihilate you, Ryu."

"I don't think so..." Akuma said, getting his ally's attention. "You know the deal, that pup is mine to kill. Stay out of my way."

"Why should you have all the fun?" Kazuya asked. "You've had plenty of chances to kill him and you failed. I don't come to Capcom often, and none of you come to my world, so I'm taking this opportunity to prove that I am superior to Ryu."

"No, let me," Iori said, getting into a fighting stance. "I will personally crush Kyo's favorite Capcom Rival myself!"

"Looks like you're pretty popular, Ryu," Dante quipped, the warrior paying little mind.

"The pup is mine, stay out of my way," Akuma said.

"He's mine, I must do what Kyo could not," Iori said.

"I came all this way seeking a good challenge," Kazuya took a stance against Ryu. "I will not let that chance slip by me."

All three fighters stood opposite of Ryu, carefully assessing the situation. They each wanted a fight, but they knew getting that fight would not be easy. Their determination was unwavered however, and they took a big chance.

Akuma, Iori and Kazuya each dashed in with a punch thrown at Ryu, the martial artist blocking and getting knocked off balance for a quick second as he shook off some numbness in his arm.

The three went to attack again, with Ryu ready to block, but not alone as Ken and Chun-Li came to assist, helping Ryu in fending off his attackers.

"That's enough out of you!" Chun-Li threw a kick at Iori while Ken went straight for Kazuya, leaving Ryu facing off against Akuma.

"Let's settle this, boy," Akuma said.

"Your move," Ryu challenged.

Akuma and Ryu began exchanging blows against one another while the rest of the villains made their attack against the remaining heroes and warriors, with the henchmen resuming their assault as well.

"Once I defeat you, Ryu is next!" Iori shouted, going after Chun-Li.

"Don't be so sure about your victory!" Chun-Li managed to land a kick to Iori's face. She dashed in to attack but Vice and Mature blocked her way.

"Can't let you hurt him," Vice went to attack with Chun-Li blocking her strikes. However she was left open for a strike to her sides by Mature as Vice kicked the woman in the face.

"Chun-Li!" Cammy ran in with a kick to Vice, and blocked an incoming attack from Mature. "I see you girls haven't changed much."

"I'm surprised you're even here," Mature went for a kick that Cammy leapt away from. "I heard talk that you fell in battle."

"Unfortunately you are not so lucky to be rid of me," Cammy ducked a punched and did a double leg sweep that knocked Mature over, then rolled away from Vice's attack.

"Such a waste," Iori went to attack Cammy, but she parried and kicked the man back.

Chun-Li took the time to rush in with her own offense. "SPINNING BIRD KICK!" Using her trademark move, she managed to knock Iori back.

Mature went to attack but Chun-Li evaded and knocked the blonde woman away, allowing Cammy to follow up with her own move. "SPIRAL ARROW!"

Like a heat-seeking missile, Cammy locked on and sent Mature flying away with the force of her kick.

"Good fighting alongside you again," Chun-Li said. "Now let-'s"

Suddenly Rashid was thrown past the two, courtesy of Bison, the man sinisterly making his way toward the girls. "My how you two continue to grow."

"Bison!" Cammy wasted no time with the banter and rushed to throw blows at her former boss. Chun-Li was also quick to fight, wanting to bring down the man that killed her father.

Rashid stood up, feeling ashamed of his quick loss against Bison, "Great, kind of hard to prove myself when I look bad like this."

"You're new," Iori said, getting Rashid's attention.

"Not quite, I...Oh hey, you're Iori Yagami, you take part in the King of Fighters Tournaments," Rashid said. "That's awesome actually, next time Capcom takes part, I want in on that."

"If you live," Iori went to strike, with Rashid blocking the blow.

"Sorry, I can't afford to lose so easily again!" Rashid parried and used a kick to knock Iori back as a small gust began to form around him. "Now you go against The Turbulent Wind, Rashid!"

"You won't last against me," Iori engaged the fighter in combat.

Kazuya and Ken continued their fight, the villainous of the two gaining the upper hand, "I expected Ryu's training partner to be a bit more capable in battle."

"Training partner? I'm his best friend, pal," Ken managed to land a kick to Kazuya's head. "Guess you wouldn't know about Friendship, you're just about yourself."

"It's the only true way to survive," Kazuya said.

"That's bogus and you know it," Ken said. "Seriously, how the hell did you even get a son? You must have loved someone at least once, didn't you?"

"That is not your concern," Kazuya warned. "My son is merely just another obstacle in my path to power."

"Wow..." Ken said in disbelief. "How could you even say something like this about your son? I go home and see my family, and all I see is my whole world. You? Honestly, you really disgust me, Kazuya."

"Is that supposed to mean anything to me?" Kazuya asked. "If you wish to let yourself be held back by such trivial things, that is your choice."

"Trivial?" Ken asked in disbelief. "My family is why I push myself to get better. I want to protect them, from the likes of YOU!"

Ken punctuated that last part with a mighty punch across Kazuya's jaw, nearly knocking the man out. "You have more fight than I gave you credit for. Perhaps this won't be a total bore."

"HADOUKEN!" Ken fired one of his signature attacks, one Kazuya quickly sidestepped, then maneuvered in with a punch to Ken's stomach, keeling him over.

"Like shouting attack names? Allow me to play along," Kazuya said, hitting two quick successive uppercuts. "ELECTRIC WIND GOD FIST!"

Ken got knocked back, but the man didn't stay down for long, "Wow, kind of a mouthful. Whatever, I'm not one to judge."

The two resumed their clash in hopes of outdoing the other.

Cloud clashed against Sephiroth, the two renewing their rivalry once again, with Tifa and Barret not too far away, ready to help Cloud if need be.

"I'm still surprised you even have allies," Cloud's sword clashed against his rival's. "Let alone make more."

"It is to my current benefit," Sephiroth said, breaking the clash and fighting harder.

"Barrett, can you get a clean shot on Sephiroth?" Tifa asked.

"I'm trying," Barrett said, keeping his gun aimed. "He moves too fast. And honestly, I can't see my shots doing much."

"You'd be wise to stand aside," Came Seifer's voice, the man walking over with his two allies.

"Seifer Almasy?" Tifa asked. "How? I thought that...? Does Squall know?"

"Where is Squall?" Seifer asked. "I honestly hoped he'd be here. He and I can have another Sparring Match."

"Still, I didn't expect to see you," Tifa said, then took note of the others. "Kefka? Cloud of Darkness?"

"That's right, we've been invited to this party too!" Kefka cheered.

"Terra ain't gonna like this," Barrett said.

"Look, you have a choice," Seifer said, aiming his gunblade. "Stand down, or die. Cloud's life is forfeit but-"

"INDIGNATION!" Came Genis's voice, the boy using electric magic to blast Seifer and his allies back.

"Whoa!" Tifa turned to the Elven Blood boy, who was standing beside Jude, Elize and Presea. "Thought you could use a little assistance."

"Thanks Genis," Tifa said, then took note of the recovering Square villains. "I don't think that will be enough though."

"Don't worry, I got plenty more where that came from," Genis said, readying his Kendama.

"You good on magic in this world, though?" Barrett asked.

"It's different but I still have plenty of reserved Mana from my world," Genis said. "Plus, I think I can figure it out, I'd had to adapt before."

"It's better than standing around doing nothing," Jude said.

"Jude, you can heal right?" Tifa asked. "I think you should go find Spider-Man and get him back on his feet."

"Yeah, um..." Jude scratched his head. "Wait, which one is Spider-Man again?"

"Unicorn with a red and blue suit," Tifa said. "It's kind of hard to-"

"Take this!" Kefka blasted Tifa along with Barrett and the Namco warriors black. "Ha! Talk about getting all fired up!'

"I really hate that damn clown," Barrett said, sitting himself up. "Let's finish these guys off."

Cloud got knocked beside Barrett, then quickly put his sword up to block Sephiroth's strike, "Not yet!"

"You've improved so much since we met," Sephiroth said, leaping back. "But it won't be enough to defeat me. It never will."

"His eyes are as cold as Yggdrasil's," Presea commented.

"Oh yeah, you're right," Genis said, the boy a little creeped out by Sephiroth. "Is he human?"

"He's not an average human," Cloud kept his sword ready. "Regardless, he needs to be stopped!"

"Sephiroth, if you're bored with Cloud, then let me have a shot," Seifer said.

"I appreciate the offer, but I think I can handle Cloud myself," Sephiroth said.

"Bring it then!" Cloud dashed in to attack again as the Square villains went in against the heroes of their world and of Namco, keeping up the momentum.

Chris, Jill and Leon opened fire at Wesker, the man quickly dodging the attacks, and dashing in to knock the three back. They rolled back onto their hooves, continuing their attack.

Wesker then appeared behind Jill and whacked her aside with ease.

"Jill!" Chris fired at his former captain, the man dodging and appearing beside Chris to deliver a mighty uppercut.

"Come now, where is the creativity?" Wesker taunted. Seconds later he was seen blocking a knife strike from Leon. "Much better, but still not enough." Wesker parried the knife away and kicked Leon back.

Suddenly he took an optic blast, knocking him back, courtesy of Cyclops. "Albert Wesker!"

"Oh it's you," Wesker said as Cyclops ran in to throw a punch. "Now then, was that really-?"

Cyclops pulled his visor down and hit Wesker with a massive blast point blank that sent Wesker flying through a house. Once he was done, he placed his visors back on. "So much for one of Capcom's deadliest."

Wesker then appeared beside Cyclops and punched him across town, "I will admit, you took me by surprise. But that's the thing with surprise attacks. You rarely, if at all, get a second chance."

"Wes...ker..." Came Peter's voice, nearby hero still being tended to by his protective wife.

"Still moving? Even after all that?" Wesker said, almost in disbelief. "You never cease to amaze me, Peter."

As the man stepped toward Peter, Twilight immediately stood in front, readying her magic. "Don't do anything you'll regret."

"I don't have regrets," Wesker said. Suddenly he took a blast to his sides, courtesy of Chris and his magnum, then took two more which left him stunned.

Moving fast, Chris rushed in and delivered a couple of punches to Wesker's face, then a body punch, followed by a knee and ending with a double handled smash to Wesker's back to knock him to the ground.

Twilight then lifted Wesker up with her magic and blasted him across town. "That's for everything you've done to me, my friends and my family!"

"Nice work Twilight," Chris said. "Now we just need to-"

"Chris!" Jill ran in and kicked back an oncoming Prowler.

"Nice shot," Prowler said, immediately standing back up. "But that won't be enough to stop me."

"Uncle Aaron!" Miles called from the nearby roof.

"Not now Miles, I got work to do," Prowler went after Chris and Jill, swiping at them as they did their best to avoid his claws.

"Wait! Uncle!" Miles attempted to leap down but he got hit by Goblin and his glider.

"I broke one Spider-Man today, time to break another!" Goblin knocked Miles to the ground as he readied his Pumpkin Bombs. "Try to make this fun for me."

"Back off!" Miles webbed the bombs away and then leapt on the glider to throw some punches. "You make me sick to my stomach! Especially after the crap you pulled with Peter and his daughter!"

Goblin blocked a punch, glaring at Miles in a condescending manner, "Aw, did I make the little spider sad?"

Suddenly an electric shock went through Goblin's body, courtesy of Miles's abilities as he hit an uppercut that knocked Goblin off his glider. "Not as sad as you're about to be when I send your sorry ass packing!"

"Nice tricks, here's mine," Goblin said, using a remote to send his glider flying around with Miles still on it. "Time for all your hopes to come crashing down!"

The glider was sent toward a group of innocent ponies. Acting quickly, Miles webbed himself to the ground and quickly blocked the oncoming glider, preventing it from hitting anyone.

"Miles!" Mayday called out in worry.

"Don't worry Mayday," Miles aggressively flung the glider aside. "It's gonna take more than that to-"

Suddenly Miles was blasted by Doctor Doom, startling everyone present. As Doom went to finish Miles off, he found Reed's arm wrapping around him and aggressively flinging him through a house.

"I won't let you cause more harm!" Reed called.

"It's far too late for that," Doom said, blasting Reed from his location with arcane magic. "The damage done thus far shall only continue. And you, Richards, will behold such a thing in its full glory."

"Hold it, Victor!" Johnny flew in to attack, but his path was blocked by The Wizard. "Well if it isn't my old sparring buddy."

"The time of your end has come, Human Torch," The Wizard said.

"Technically, I'm Equine Torch in this form," Johnny said, gesturing to his whole body. "Also, sorry to burst your bubble, but I don't plan on dying in the near future. Kind of have to send you packing back to Earth."

"Do you honestly believe you can win?" Wizard asked.

"Uh...yeah," Johnny said. "I kind of do it all the time."

Wizard angrily gritted his teeth, "You dare to disrespect me!?'

"Kinda," Johnny quipped.

"For that, you shall feel my wrath!" Wizard shouted, readying his abilities. "When this is over, you'll have no one to blame but yourself for your inevitable loss."

Johnny raised his eyebrow, then took note of someone nearby. "Oh, hey babe."

"Babe?" Wizard asked, then took a kick from Rainbow Dash, knocking him through a roof.

"Ha, too easy," Rainbow Dash said.

"The others won't be as easy, let's get them out of town," Johnny said.

"Roger that," Rainbow Dash said, flying back into town with Johnny.

Below, Dante and Vergil had clashed against one another, fighting not too far away from Peni and Tron.

"Gotta admit, your mech's not so bad!" Tron said, exchanging blows with her Gustaff. "It's inferior to mine however."

"Oh please, I could build something like that with my eyes closed," Peni said, striking with her SP/dr. "The way it's designed, I wouldn't be surprised if that's how it was built."

"Hey, you don't get to judge my sense of fashion with your plain looking robot!" Tron snapped, clashing against Peni's mech.

"Focus more on the fight and less on your pitiful fashion debates," Vergil ordered.

"That's how girls can be, bro," Dante said, slamming his sword against Vergil's blocking stance. "Still, Tron isn't the only one who can change for the better. You can too, it's not too late."

"Save it," Vergil knocked Dante back. "I've made my choice, I will not give up when I am so close to my goals."

"Same here!" Tron clashed against Peni. "I will become rich beyond my wildest dreams, and I won't let any of you stand in my way!"

"How petty," Peni said, putting up some resistance. "You could do so much better with your genius than being a common thief."

"I'm no common thief, I'm a pirate!" Tron said, then proceeded to uppercut Peni.

"She's determined," Dante said.

"An admirable trait, I admit," Vergil replied. "So long as she pulls her weight, I couldn't care less what she does."

"I still feel like you're making a big mistake," Dante said. "This just isn't you."

"I am following my path," Vergil said. "Right now, you are a mere obstacle in that path."

"Fine...I'll just have to keep beating sense into you!" Dante engaged in battle once again.

In the skies, Trunks clashed against Goku Black, desperately trying to overtake him. "How many worlds must you torment!?"

"As many as need be to achieve my goal!" Black kicked Trunks away. "Honestly, given how long you and I have been quarreling, I expected you to realize by this point that your attempts to defeat me are futile!"

"I won't stop, not as long as people need me!" Trunks said, aiming his sword. "I won't let you take away everything I fought so hard to save!"

"Again with the heroics," Black taunted. "Words alone won't win you the day."

"Someone doesn't appreciate heart," Came Rogue's voice as she flew beside Black.

"You again," Black said. "I don't know what you did to me before, but that won't work twice."

"It's fine, I got just enough to teach you a lesson," Rogue said. "Especially after endangering a sweet, little girl. Shame on you for what you did to Mayday."

"Child, senior, it matters little," Black said. "A mortal, is a mortal."

"You know, if there's one thing that I am all too familiar with in my life, is people like you," Rogue said. "Full of hatred toward others for being born a certain way, or just being different in general. Be it country, culture, or just about anything these days. Mortals can be bad, I've seen it first hand. I've been oppressed by bad people for being a mutant. But for every bad anti-mutant person I've met, I know ten times as many good people who don't care about what I am, but rather who I am. If you choose to judge all of us for the misgivings of a few, then that in a way makes you just as ignorant as those mortals that you judge."

"Oh how I grow tired of you mortals and your speeches," Black said. "You'll say anything to stay alive."

"Wow, didn't even try to think about what I said," Rogue said, shrugging it off. "You're so full of yourself."

"I do not need to heed the words of a mortal, you know nothing of the universe," Black said. "I am a God, and I know what is best."

"Didn't you say there were other Gods you disagreed with?" Rogue asked. "What makes you superior?"

"Simple, I opened my eyes," Black said.

"...That's it?" Rogue asked. "Geez, you really are just some sadist who enjoys causing pain for the sake of it."

"You are not fit to pass judgment on me, you should be on your knees, begging me to spare your simple life!" Black said.

"Yeah, I don't think so, sugar," Rogue said, then immediately punched Black hard across the face. "Gonna make you hurt for all the innocent people whose lives you've horribly affected!"

"How dare you!" Black clashed with Rogue, the two battling in midair.

Zamasu noticed and went to help, but he took a teleportation kick from Kurt, taking him by surprise. "Who dares!?"

Kurt landed and aimed his sword at Zamasu. "That is enough out of you!"

"You dare to strike a God!?" Zamasu asked.

"Do not flatter yourself, you are no God," Kurt said. "You are a fraud!"

"Insolence!" Zamasu tried blasting Kurt, but he teleported out of the way, appearing on the other side.

"I hope for your sake that is not the best you can do," Kurt taunted.

Zamasu tried blasting Kurt again, the man teleporting once more. Zamasu sent out more blasts, trying his hardest to destroy Kurt, but it proved to be futile as he kept teleporting, then eventually got in close enough to strike with his sword, slashing Zamasu across the back.

"You try my patience!" Zamasu tried again, with Kurt teleporting around and cutting Zamasu everywhere he could.

"I have no patience for a fraud who calls himself a God!" Kurt impaled Zamasu through the back, the diety finally having a chance to strike and knocked Kurt away while pulling out the sword.

"You have no chance against me," Zamasu went to attack again but he took a ki blast from Trunks.

"Back away!" Trunks flew in and kicked Zamasu aside, then charged more ki. "MASENKO!"

Zamasu stood up and took a blast head on from Trunks, sending him further back, but barely affecting him. "Fools, you cannot harm this body of mine!"

"Don't count me out!" Trunks shouted.

Kurt shook off his sucker punch, then noticed trouble, "Young man! Behind you!" Trunks turned and took a punch from Vomi, sending him toward the mutant. Kurt was quick to check on the boy. "Are you alright?"

"I'm fine," Trunks stood up and glared at the woman. "That girl though."

"Do you know her?" Kurt asked.

"I recognize the insignia," Trunks said. "She's a member of The Red Ribbon Army, they're the ones who created the Cyborgs that destroyed my future."

"I see, so your future is also at the mercy of machines," Kurt said. "If it's not Cyborgs, it's Sentinels."

"I heard about Sentinels from a man named Bishop," Trunks said. "Are you with The X-Men?"

"I am, you may call me 'Nightcrawler'," Kurt said, then gestured to the woman fighting Black. "And that is Rogue, my adopted sister."

"Strong family," Trunks said. "Nightcrawler huh? I heard about you, same with Rogue. Domino, Forge and Psylocke told me about you. I'm Trunks."

"It is a pleasure to meet you, Trunks," Kurt said.

"Are you two done talking?" Vomi asked. "It's rude to have a conversation in the middle of battle."

"Sorry, force of habit," Trunks said.

"I suppose it makes sense, it adds up with my data," Vomi said.

"Who are you anyway? How are you associated with the Red Ribbon Army?" Trunks asked.

"I'm a lead scientist there alongside my husband," Vomi said. "You may know him as Doctor Gero."

Trunks's eyes widened in terror, "Doctor Gero!? You mean that same madman who created the Androids, and Cell!?"

"The very same," Vomi said. "In my timeline and yours, my husband was killed by Seventeen and Eighteen, so I suppose I owe you some gratitude for killing at least one pair across the timelines."

"I did it for Gohan and the people of Earth, not for your lunatic husband," Trunks said.

"Figures you'd say that, it matters little," Vomi said. "I have new data to research now, let's see how long either of you lasts against me."

"Just try it!" Trunks shouted, powering into Super Saiyan.

"Impressive," Kurt said, then focused on Vomi. "Let us begin then!"

Trunks flew in to clash with Vomi, with Kurt by his side as they brought the fight to the woman.

Kratos was engaged with Loki, doing his best to bring the fight to the God. Loki used his staff to block the Leviathan Axe, but the force of the attacks were knocking the God off balance.

"You're a lot stronger than I anticipated," Loki parried and whacked Kratos across the face, then used his magic to blast the man back, though he merely skidded across his hooves.

"That was not enough," Kratos threw his ax as Loki parried, then delivered some blows that Loki attempted to block, but the God was really feeling it.

"Such intensity! Perhaps he was a match for Zeus, or I am just not taking this fight seriously enough!" Loki powered out and punched Kratos across the jaw. "I will not be another mere God for you to triumph over!"

Kratos brought out his Blades of Exile and swung them at Loki, the Tesseruant staff blocking, but Loki was subsequently blasted back by the fire emanating from the chains. Kratos then pulled the blades back and summoned his ax to attack again.

"Damn you," Loki said, blocking the strikes and then teleporting beside Kratos and blasting him. "No one makes a fool out of me!"

Suddenly he took a blast from behind, courtesy of Sunset. "I'm not done with you!" Just as she went to attack, Adagio blocked her path. "Move!"

"Uh...no," Adagio headbutted Sunset, then hit an uppercut that knocked her toward Tempest.

"How sad, for all your talk-" Tempest took a blast from Sunset, who then blasted Adagio.

"I'm so done with all of you," Sunset said. She then spotted a nearby Cozy Glow, sticking by Aria who was fending off Remy.

"That all you got?" Remy asked, keeping Aria at a distance. "Come on, give me something better."

"Wow you're annoying," Aria said.

"Beat him up, Aria!" Cozy Glow shouted. Unknown to her, Silverstream was sneaking up on the filly, hoping to apprehend her but she took a blast from Loki that sent her flying.

"Watch your back, Cozy Glow!" Loki said, then blasted Kratos.

"Geez, such traitorous friends," Cozy Glow said.

"You're Cozy Glow, aren't you?" Sunset asked, getting her attention.

"That's my name, don't wear it out," Cozy Glow said. "Tch, as if that's even possible."

"You were part of Twilight's school," Sunset said. "Why did you betray her?"

"I just wanted friends, which is what the school was about," Cozy Glow said. "Not my fault they hated me enough to throw me into Tartarus. But it's fine, I made new friends."

"These friends aren't good people," Sunset said. "You're going to end up worse."

"Pfft, what's so bad about them?" Cozy Glow asked. "So they're a little aggressive, it's normal. It means they have ambition."

"I was in your position once," Sunset said. "I believed I knew better than Celestia, which led me down a path across the multiverse, and under The Green Goblin's employment. Believe me when I say that it's not worth it. You had friends here, you shouldn't have given up on that."

"Hey, I made friends too, like Sonata," Cozy Glow said.

"Sonata?" Silverstream asked, flying back over. "Sonata Dusk? The same one that your buddies knocked out while you did nothing?"

"Oh...that?" Cozy Glow nervously said. "It's fine, I bet she's going to wake up and realize this was one big mistake."

As Loki continued attacking Kratos, he felt something wrap around him. "Symbiote? That bratty filly!?" He turned to see that it was Venom who grabbed him. "You!"

"Thought we were done!?" Venom aggressively flung Loki through some houses. "Now, where's that damn Skrull?"

"You mean Super Skrull?" Sunset asked, gesturing to the warrior aggressively clashing with The Thing. "He's over there."

Super Skrull continuously punched at Ben, trying to deal some much-needed damage against his foe, "You've always been a hard shell to crack. But that's part of the fun!"

"Never changed much, have ya?" Ben asked, weaving in for a punch the first chance he got.

Super Skrull took a step back, glaring at his foe, "Not bad. But I'm not done!"

"Yeah, you're not!" Venom aggressively punched Super Skrull. "Not until we get a hold of you!"

Super Skrull shook it off, glaring at Venom, "Going full in on your betrayal, are you?"

"You threw the first punch!" Venom said, attacking Super Skrull again. "We're going to make you regret that!"

Aria glanced in worry nearby, "What the hell!? Venom's on their side now!?"

"Well ain't that a pleasant surprise," Remy said. He then saw Doc Ock walking past him on his tentacles. "What's he up to?"

Doc Ock looked up at Black as he fought Rogue. The man used his tentacle to grab Black's leg the moment he got knocked close to the ground, taking him by surprise.

"You again!?" Black asked.

"It's over!" Doc Ock attempted to impale Black, but he blocked the strike and pulled the scientist in for a punch that sent him flying.

"Fool," Black said, leaving himself open for a punch from Rogue. "And I tire of you!" He kneed her hard in the stomach and uppercut her away. Black then charged up his Ki and fired a Black Kamehameha that hit Rogue hard enough to knock her from the air. "That pesky girl."

"SHINKU!" Black heard, turning to see Ryu charging his ki. "HADOUKEN!"

"What!?" Black got knocked from the air and crashed down through a roof.

Ryu seemed satisfied with his attack, then quickly blocked an oncoming strike from Akuma.

"Do not ignore me!" Akuma threw strike after strike, Ryu doing his best to block, and even managed to parry Akuma into a Focus Strike.

"I will not allow you to win!" Ryu threw several more strikes, knocking Akuma for a loop. "I fight for those whom you have tormented!"

Ryu kneed Akuma in the stomach and threw another hard strike. Akuma glared at Ryu and delivered a powerful kick to Ryu's head, knocking him to the ground. "Again you choose weak reasoning for strength! It's not about others! It's about your own power! Has my useless brother really taught you nothing of worth!?"

"Do not speak of Gouken-Sensei in such a way!" Ryu generated enough power to hit Akuma with a powerful strike. "SHORYUKEN!"

"You got this, Ryu!" Sunset cheered.

"Quiet girl!" Akuma warned, focusing back on Ryu. "A few cheap tricks will not-"

Ryu did not allow Akuma to finish, he merely rushed in with another punch and readied another attack. "SHINKUU..." He attacked with his Tornado Kick. "TATSUMAKI SENPUUKYAKU!"

Akuma was sent flying, crashing through some more houses.

"Starting to feel sorry for the ponies in town," Ryu said.

"You should be more worried about yourself!" Black flew in to attack, with Ryu barely blocking, stunning his arms.

"Back off!" Sunset blasted Black and ran in to do a diving kick to his face.

"Stupid girl!" Black kicked her away, knocking Sunset into Kratos. Black took another kick, this one from Gwen.

"You really need to chill, pal," Gwen said, going for another strike that Black blocked.

Nearby, Wily and Eggman were on the offense against Mega Man and Tails, the two attacking from a distance. Mega Man with his Mega Buster, and Tails with a similar device.

"These guys really are going all out," Mega Man said as Wily sent some missiles that he was quick to destroy.

"We gotta remove their weaponry, otherwise this place is going to get even more wrecked!" Tails said.

"Get a load of this!" Eggman shouted, shooting down some lasers at the two.

"Ugh, I wish Sonic were here," Tails said, keeping his distance.

"Hey you're just as capable, you've been Eggman before," Mega Man said, dodging his own attacks. "Defeat Eggman so you can go and tell Sonic just how awesome you were."

"Yeah, I think I will," Tails said.

"Maybe Cream too," Mega Man teased.

Tails blushed in annoyance, "Not funny, Rock!"

"Hey Roll's the one who's more curious about that than I am," Mega Man said, sending out a Sticky Bomb that latched onto Wily's device, causing him to panic. "Do it for her."

"I'll worry about that later," Tails said as the Sticky Bomb exploded. "Speaking of Roll, is she around?"

"She's keeping a safe distance," Mega Man said. "She should be with Sally Acorn, or at least with Nathan Spencer."

"Hold it heroes!" Alastor said, getting their attention. "I am here to-"

Viewtiful Joe dashed in and kicked Alastor away. He turned to Tails and Mega Man. "Don't worry about him, just leave it to me."

"Thanks Joe," Mega Man said.

"Hey! You shouldn't interrupt villains during their monologue!" Alastor said. "Rule one of heroes! Every villain gets to monologue."

"This isn't a game, I'm not sitting around to risk seeing others get hurt!" Joe said, attacking Alastor once again.

"We gotta keep fighting," Mega man said, generating a leaf shield. "Let's go in close!"

"You got it," Tails said, ready to engage with Eggman.

Other battles were occurring all around. Shredder was fending off the Ninja Turtles, with some help from Martin Li.

"I will admit, your Naginata Skills aren't bad," Leo said, blocking Martin's strikes. "Too bad you're using them for evil!"

"So simple minded you hero types are," Martin Li said, kicking Leo back and continuing his attack.

Strange and Dormammu battled nearby, Strange using the depths of his powers to keep Dormammu at bay.

"Don't tell me that's all you have, Doctor," Dormammu said, trying to blast Strange, but the Sorcerer was quick to teleport and pulled out Vishanti.

"Spell of Vishanti!" Strange fired a beam from the book that blasted Dormammu back. Once he was stunned, Strange flew in to attack with a Mystic Sword strike against his foe. He followed up with a few more strikes and blasted Dormammu back once again.

"Not bad," Dormammu said, then struck Strange with a fire pillar from below, knocking him from the air. "I still expect more out of you."

"I expect just as much out of myself," Strange commented.

Dormammu generated some magical energy and sent it toward Doctor Strange, "Now perish!"

"Seven Rings of Raggadorr!" Strange created a magical barrier that protected him long enough to counterattack with his own magic, sending Dormammu flying. "That is one persistent fellow." Strange took a look around, seeing all the fighting and the damage that ensured. "I hate to do this since I would lecture Sunset about it, but we may need more assistance. Just a bit more."

Strange used his magic to summon some allies, that being from Lightning from the Square Dimension, Sonic from the Sega Zone, Terry Bogard from the SNK Realm, Marshall Law and Paul Phoenix from Namco's World, and lastly, Son Goku.

"This should be a good combination of strength and ability without fear of a power imbalance," Strange said.

"What's going on?" Paul asked.

"Trouble," Strange said, gesturing to all that was happening. "Ponyville, and the multiverse, need your help."

"Oh man..." Terry said in disbelief. "These guys were not messing around with this multiverse stuff."

"They weren't, and as you may have guessed, some of your enemies are here too," Strange said. "Sonic, you have Eggman."

"I got this," Sonic dashed off without question.

"Uh, right, go do that," Strange said, then turned to the Namco duo. "Paul, Law, you two have Kazuya. I don't know just how far your history with him goes but-"

"Oh I got history," Paul said. "The only reason he won that one Tournament is because I was stuck in traffic and had to forfeit!"

"...Excuse me?" Strange said.

"Time to prove that I'm the Best in the Multiverse!" Paul declared, running off to fight.

"Yeah! Let's get him!" Law said, joining his friend.

Strange sighed in annoyance, "Terry...I believe someone from your realm is here, a Team Yagami."

"Team Yagami?" Terry asked in surprise. "Didn't expect that. I'll see if I can do anything.'

"Lightning, I saw some villains from your world alongside Sephiroth," Strange said. "I don't know how well you know them but hopefully you find some of them familiar."

"I'll do my best," Lightning said.

"And Goku...your evil twin is here," Strange said.

"Evil twin?" Goku asked, trying to sense out some energy. "Something definitely feels familiar."

"I also heard Trunks mention a Red Ribbon Army when he saw some scientist girl," Strange said.

"What!? The Red Ribbon Army!?" Goku asked. "Geez, those guys never quit!"

"It's a big fight, so-" Strange felt more magic coming. "Watch out!"

One of Dormammu's attacks landed, spreading the heroes out, with Goku taking the air. "Hey, that wasn't okay, pal!"

"I can handle him!" Strange said, going to fight. "Just help the others!"

"Okay," Goku said, flying off with Terry and Lightning not too far away.

Twilight kept close to Peter, ready to use her magic to shield her injured husband from any trouble. She eventually spotted Scorpion and Electro making their way over, clearly ready for a fight. "Do not do anything you'll regret."

"Oh trust me on this one, I will not regret killing Spider-Man," Electro said.

"If you don't move, you will join him," Scorpion warned.

"In your dreams," Twilight said.

"Fine, don't say I didn't warn you!" Scorpion rushed in to attack with his tail, but it was suddenly cut off. "Huh?" He turned to see Strider, the man rushed in with a quick slice, with Scorpion's lifeless body falling over.

"We warned you," Strider cleaned some blood off his sword. "None of us are as nice as Spider-Man."

"Bastard!" Electro blasted Strider back, and went to continue his assault but Spencer leapt in with a powerful punch to his foe that sent him flying.

"My turn now!" Spencer continued his assault as Twilight kept a close watch over Peter.

"Twilight?" Peter asked, trying to stand.

"Don't move, you're hurt," Twilight urged.

"They need me...I can't, sit still..." Peter said, trying to stand.

"He's too stubborn," Twilight took a look around, spotting the other ponies. "Attention, we need to get further away. Make your way to Sweet Apple Acres!"

"Will Peter be alright?" Mrs. Cake asked.

"He just needs rest," Twilight said. "So I need everyone to work together."

"We got this, Twilight," Cheerilee said, then called to the others. "Everypony, single file!"

"Come on now, don't dawdle," Mr. Cake said.

Not too far off, Wade was fending off Juri, doing his best to keep her at bay.

"Come on, I thought you were better than this," Juri said, kicking Wade through a fence. Suddenly Pinkie Pie headbutted Juri from the side.

"You get away from my dear, sweet, Wade!" Pinkie warned. This earned her a kick to the face from Juri.

"I don't have time for you," Juri said. Seconds later she was blocking a strike from Chun-Li, "Sneak attacks are so lame."

"Gotta take you down somehow," Chun-Li said, going for another strike that Juri blocked.

Iori sinisterly trotted over, ready to attack Chun-Li, but Wade was quick to run in and punch him away. "Back off!"

"You!" Iori struck Wade hard enough to damage his mask upon impact. "Such an annoyance you were in that buffalo home."

"Those are Yaks, bitch!" Wade hit Iori with a strong uppercut that knocked him back. "Don't you forget it!"

The other civilians were being moved along, with Gallus and Sandbar assisting the very injured Yona.

"Hey, you still with me?" Gallus asked.

"Back...hurts," Yona said.

"She'll be fine, we just gotta hurry," Sandbar said.

"Geez, this is the type of thing I was worried about," Gallus said. "Why do we civilians need to pay for the actions of the heroes?"

"It's not their fault, the villains are the ones attacking, blame them," Sandbar said.

"But the villains are after the heroes!" Gallus said.

"Get a clue Gallus, they're not after them, they're after us," Sandbar said. "The heroes are just coming between them, and they're getting thrashed for it."

"Come on, we both know they just want Spider-Mane," Gallus said. "In fact, bringing him with us is dangerous, they're just going to target him!"

"Ahem..." Came MJ's voice, the mare currently carrying Benjy on her back. "I've been in situations like these long enough to know one thing. If there were no heroes, the same thing would happen, but much faster. Because then there would be no one to protect us. So I suggest you heed what your friend just said, because he's more on the mark than you are."

"Ugh, fine..." Gallus said.

MJ shook her head in annoyance, "No matter the world, there are some that just hate Peter. But, thankfully there's just as many if not more that appreciate him. I shouldn't worry about this though, all Peter would want is for everyone to be safe, and I gotta help with that."

Harry looked back toward town, the man looking heartbroken by what happened, "Dad..."

"Harry, I know it's hard, but you gotta focus on moving," Flash said. "Your pops...he's just not there right now. Maybe one of the heroes can do something but-"

"Like what?" Harry asked. "Perform a miracle?"

"Hey this is a land of magic," Flash said.

"Oh spare me that crap," Harry said as he angrily walked ahead.

"Ugh, at least he's moving," Flash said.

Goblin however had other ideas once he noticed the ponies leaving, "I don't like people who leave parties too early."

"Hey you!" Goku flew in to attack but Black blocked his path. "What in the world?"

"Son Goku, how I've longed to meet you," Black said.

"You must be Black," Goku said. "Who are you? And why do you look like me?"

"It's a long story, and I'd much rather spend what little time I have left in this world fighting," Black said. "At least before it all goes down in shambles."

"Well, I am curious about you too," Goku said, powering into a Super Saiyan. "Show me what you got."

"Excellent, this body itches to do battle against you!" Black said, flying in to engage in battle with Goku.

While they were clashing, Goku was taking the time to sense out Black's energy, "It's weird, it feels like my energy, but something's different."

Black tried swiping at Goku's head with a mini key blade, but Goku managed to duck and kick Black in the stomach. He then flew in with another kick to the ground below.

While standing, Black was seen laughing in triumph, seemingly satisfied with what was happening, "Ah, splendid! This is the type of fight I was looking for!"

"Seems you're just like me," Goku said. "You enjoy a good fight too."

"Yes!" Black said, flying in to attack again.

It wasn't long before Celestia had finally arrived in town with Steve, Bucky, Sam and the remaining Pillars, spotting everyone doing battle.

"Oh my..." Celestia said.

"Looks like these villains are not playing around," Steve said.

"That we aren't," Chrysalis said, sinisterly trotting over. "Hello there, Princess."

"The Changeling Queen..." Celestia said. "Just what are you up to this time?"

"Isn't it obvious? We're redecorating our new home," Chrysalis said, with Pharynx and some Changelings beside her. "I can easily repopulate Ponyville through my own means."

"Why are you even doing this?" Bucky asked. "Your buddy Thorax figured out how to feed off of magic without stealing it."

"Do not mention that traitor to me," Chrysalis said. "Once I am done with you, the rest of the world will fall."

"Not today, Chrysalis," Celestia said.

"Changelings..." Chrysalis began. "Attack!"

Just as they flew in, a few of them were downed by some gunshots. They turned to see Leon aiming his gun and firing away. "I will NOT let you destroy another future!"

"Who is that?" Pharnyx asked as the Changelings put up a magical barrier.

Chrysalis recalled what had happened years prior, when a mysterious group had arrived to attack The Changelings during the treaty, and a being who seemed to target her specifically. "It's him..."

"Him?" Pharnyx asked.

"He must be the one who led that assault on us in Canterlot, years ago," Chrysalis said. "I recognize his stance, and that weapon."

Leon pulled out a grenade and threw it at the Changelings, with Celestia putting up her own shield to protect them from the impact.

"Watch it, will ya!" Sam shouted.

As Leon reloaded his weapon, Chrysalis took the moment to blast him. "I have waited years for this! I will kill you myself!"

"Back off!" Leon pulled out an SMG and began firing, but Chrysalis used her shield for protection, then grabbed Leon with her magic, levitating him in the air.

"I could end it now, but that would be dull," Chrysalis slammed Leon against a wall. "So I will take this slow."

"Of course you would," Leon said. "Especially after what you did to her world. What you did to-" Leon noticed a mare in the corner of his eyes, "Sweetie Belle?"

"Huh?" Chrysalis saw a nearby Sweetie Belle fending off an attacking Ultron, to little avail.

"Is this all the strength you can muster?" Ultron kicked Sweetie Belle away. "You fool."

"Ultron!" Steve ran in and threw his shield at the android's face and then delivered a jumping kick.

"Looks like Ultron will be busy," Chrysalis said, then slammed Leon hard on the ground. "As will you, as I end your life."

"Better than you have tried," Leon said, then got slammed against a home.

"Don't get cocky," Chrysalis said, then blasted an oncoming Sweetie Belle. "Child."

Miguel rushed through town, trying to keep track of the chaotic situation, "My God, this is turning out to be more trouble than I expected."

"There's a Spider!" Poison shouted. "Get him!"

"Yeah, good luck," Miguel taunted as he leapt up and webbed everyone that came after him. "Looks like I'm going to have to turn up the aggression here."

He suddenly came across Mysterio. "Greetings."

"Great, it's you!" Miguel went for a punch that went through what was just an illusion.

"So close," Mysterio taunted.

"Ugh, now I gotta deal with this crap," Miguel said. "Hey, if you wanna fight, then fight like a shocking man!"

Mysterio then blasted Miguel from behind with a ray gun, "Come on, I thought spiders had better reflexes than that."

"I'll show you reflex!" Miguel turned around to slash Mysterio, but it was another illusion. Mysterio tried another sneak attack, but Miguel caught on this time and cut Mysterio across the chest, the man immediately backing up.

"Someone's in a violent mood," Mysterio said.

"To echo what those Capcom guys said before, I'm not nice like Peter," Miguel said. "I'd rather not kill you, but it would be helpful if you didn't leave me with a choice!"

Miguel then took a blast from behind, courtesy of Poison. "Thought you were done with me!?"

"Getting on my shocking nerves here!" Miguel rushed in to attack while Mysterio crawled away, hoping to regroup.

Meanwhile the other ponies were on their way to Sweet Apple Acres. Apple Bloom was helping Rumble walk, while Starlight and Trixie stayed close to them.

Mayday and Franklin stayed close to Derpy, the mare looking back and knowing her husband is off fighting.

Flitter was seen carrying Felicity on her back, knowing that her sister was fighting too. She hoped she would be okay.

"I wish I could do something," Rumble lamented.

"You tried, but yer hurt," Apple Bloom said. "Come on, Cumie's waiting fer us with Granny."

"Not far now," Mr. Cake said, the man walking with his wife and his twins.

"Will Pinkie Pie be okay?" Pumpkin asked.

"How about Wade?" Pound asked.

"They'll be fine, they're good at fighting," Mr. Cake said.

"Right now, they want to make sure you're okay," Mrs. Cake said.

As Twilight led the others away, Goblin flew in from behind, this getting the Princess's attention. "Big Mac, take Peter!"

"Eeyup," Big Mac carried Peter on his back.

"Everypony else, keep running!" Twilight flew in to attack Goblin, the villain distracting her with some Pumpkin Bombs that she shielded with her magic.

Once the smoke cleared, Twilight was seen looking around in worry, then saw Goblin heading toward the others. "NO!"

As Goblin flew in, he found himself dodging some magical fire from Trixie and Starlight. He wasted no time throwing the bombs at the girls, causing an explosion that sent ponies scurrying about.

Apple Bloom was quick to take stock of the situation, "Them villains are so dang stubborn!"

To make matters worse, Wesker was seen trotting over once again, with Peter on his mind.

"Don't you dare!" Thunderlane shouted, flying in to protect Peter and his brother, but took a kick back into town. Lighting Dust tried to assist but she took a blow that knocked her away.

Autumn Blaze charged in to attack but Wesker hit a speedy uppercut to knock her out.

Lightning Dust struggled to get back on her feet, finding assistance from Shocker. "Herman?"

"That's me," Shocker said. "Come on, we're going to stop Wesker too."

"We?" Lightning Dust asked, then spotted Sonata rushing into battle.

"Wesker!" She hit the man with a Sonic scream, causing a painful ringing in his ears as he took a kick to his face. "Serves you right!"

"Foolish girl!" Wesker punched Sonata aside and pulled out his Samurai Edge Handgun. "This should end it."

Starlight blasted Wesker from the sides. "Now's my chance!"

Wesker dashed in and kicked Starlight hard enough to send her flying. Trixie blasted Wesker next, leaving him open long enough for Shocker to attack from behind.

"Oh, so you're on our side now?" Trixie asked.

"Actually, he's just on mine," Sonata said, struggling to stand. "Whether I'm on yours remains to be seen."

"We appreciate you standing up for Mayday," Starlight said. "Just throwing that out there."

"I just don't like seeing kids get hurt, can't say the same about most of you," Sonata said. "After all, you're the ones who locked Cozy Glow away."

"That wasn't us, that was The Princesses," Trixie said.

"You're still loyal to them," Sonata said. "But, we'll talk about that later, just get to safety."

"What about you?" Lightning Dust asked. "This seems like a big change now that you're against the villains."

"I don't know, I didn't plan to be betrayed today," Sonata said.

"And I didn't plan to betray my bosses," Shocker said.

"And I didn't plan to kill either of you!" Goblin said from above. "Life's full of changes, sometimes it's fun!"

Goblin threw some Pumpkin Bombs down at the group, with Trixie rushing over to help while charging magic in her horn." TEACUP! TEACUP! TEACUP!"

Using magic, Trixie quickly turned all the bombs into teacups that smashed upon hitting the ground, much to Goblin's curiosity.

"Uh, that was unorthodox," Goblin admitted.

"Got that right, now...now..." Trixie felt her magic being drained from her body. "What's..."

"Trixie, what's..." Thunderlane felt woozy too. "Hey, what's going..."

"What's happening?" Starlight asked.

"Behind you!" Shocker blasted at the magic stealer, but he had just enough to put up a shield.

"So, you've betrayed us huh?" Tirek asked, the centaur growing a little. "Big mistake."

"Hey, who is-?" Starlight's question was interrupted when another pumpkin bomb landed. She attempted to put up a shield but she only barely put enough to keep the blast from being fatal.

"I still had more," Goblin said, then found himself dodging a shockwave from Shocker.

"I never liked you, Osborn!" Shocker shouted, trying to blast his former boss.

Twilight flew in to assess the situation, "Is that a Centaur?"

"Princess," Wesker leapt up and kicked Twilight back into town. "I will finish you off myself."

Woozy as he was, Peter slowly stood up, seeing that his wife was in danger. "T-Twilight." He picked himself up and ignored his pain to follow Goblin.

"Daddy! Wait!" Mayday said, chasing after her father.

"Hey! Mayday!" Franklin chased after the girl.

"What is she doing!?" Apple Bloom gave chase too.

Back in town, things were getting even more chaotic. Big heroes like Tony Stark and Cap along with smaller assistants like Doctor Hooves and Felicia Hardy were doing their best to fend the villains off, but the fight proved to be difficult.

"I better get hazard pay for this," Black Cat said, kicking some enemies away.

"Worry less about that and more about survival!" Doc said, zapping a few with his Custom Screwdriver.

Paul and Law were working together against Kazuya, the man getting some assistance from Juri to keep his foes away.

"It's over Kazuya! No more terror!" Paul shouted, throwing some punches.

"I tire of your big mouth," Kazuya said, delivering a kick to knock Paul back.

Juri clashed with Law, the two doing their best to one up the other, and were currently evenly matched.

Terry did battle against Iori, the latter looking disappointed, "Where is Kyo!?"

"What, am I not good enough for ya!?" Terry asked, ducking a strike and flying forward with a punch. "BURN KNUCKLE!"

Iori got knocked back, but he refused to give up, "Fine, I'll just kill you in the meantime."

"How can someone be so full of hatred and rage?" Terry said, resuming his stance. "Whatever, I'm not letting you hurt anyone!"

Mayday had run into town, looking for her father, "Daddy! Come back! You're hurt!"

"Hello, little girl," Annihilus said, picking her up. "You shouldn't be out here all alone."

"LET ME GO!" Mayday shouted.

"Mayday?" Rogue turned to the girl. "Good grief, that girl asks for trouble just as much as her daddy does." She flew over to the child. "Don't worry sweetheart, Auntie Rogue is coming!"

"Just try to-" Suddenly Mayday was freed when Kratos used his ax to cut off Anihilus's right arm, causing the monster to scream in pain.

Kratos brought out his blades and continued his assault, just as Rogue flew over, keeping Mayday's eyes covered. "Come on Sweet Pea, let's get you out of here." She looked back and saw that Kratos had utterly decimated Annihilus. "I'm grateful he came to help but...yikes."

Logan, Fluttershy and Laura worked together to fend off some more enemies, most of them led by Rolento. "Keep attacking soldiers! Don't let a single one through!"

"I'm glad my training is paying off," Fluttershy said, using some martial arts strikes against the villains. "But this is still a lot."

"Just keep fighting darlin', yer doing good," Logan said as he disarmed some henchmen.

Laura kept fighting herself, "Wonder where Tender Taps is? I bet he'd love to see me in action."

"Laura, focus," Logan said.

"Okay fine..." Laura had another thought. "You think Capcom's Laura is here? I feel like she and I have much more to prove."

"I don't know, just keep attacking!" Logan said, striking the enemies down.

Twilight looked around for her enemy. "Wesker! Show yourself!"

"Hm?" Rolento turned around. "Hold it right there lady! You're in enemy territory so-"

Twilight blasted a hole through Rolento's chest, instantly ending the man as he fell over. "You be quiet!"

"Holy...shit..." Laura commented, both Logan and Fluttershy looking just as amazed.

Even the nearby Chris, Jill and Dante could not believe it.

"Okay, Spider-Man's wife is clearly not someone we want to piss off," Dante said.

"Guess even a magical friendship pony isn't as nice as Spider-Man," Chris said.

"Wesker!" Twilight called. "You don't get to cheap shot me and think you can hide!"

"Over here," Wesker appeared beside Twilight, going for another attack, but Twilight blocked and blasted Wesker.

"I've had just about enough of you," Twilight said, readying her magic. "Sorry to do this to Chris Redfield, but I'm going to destroy you myself, Wesker!"

"Someone's not very nice," Wesker taunted, then took another blast.

"Yeah, yeah, make all the jokes you want," Twilight warned as she readied more magic. "You're dead."

Tron noticed the troublesome situation, "Wesker!" She ran over to help but Twilight blasted through her Gustaff, barely missing Tron's body. This distraction allowed Wesker to strike, knocking Twilight further away.

"Fool," Wesker took a step, then was met with a punch from a very injured Peter.

"Stay...away...from-" Peter was interrupted when Wesker hit an uppercut that knocked him back down. Peter struggled to stand, but he took a blast to his back, courtesy of Tron.

"Ha, got him," Tron said.

"Very good," Wesker brought out his gun. He aimed and fired at Peter, hitting him again in the back, much to his pain. "Still resilient I see."

"Wesker!" Bobby glided in to attack but Wesker kicked him away with ease.

"Fool," Wesker turned back around to focus on Peter, but took a kick from Chun-Li.

"You've hurt him enough!" Chun-Li went for another kick but Wesker knocked her away as well.

"Would anyone else like to interrupt me?" Wesker asked.

Suddenly he spotted some ponies flying overheard, and heard the thuds of a large creature coming into town.

Twilight took note of him as well as she flew back, recalling him from just moments prior. "It's that centaur."

Tirek walked over to Twilight, glaring down at the pony. Twilight didn't back down, if this centaur wanted a fight, she would give it to him.

"Greetings, I am Lord Tirek," the centaur said. "You must be Princess Twilight Sparkle. I've heard a lot about you."

"Lord Tirek, I think I've heard of you," Twilight said.

"I should hope so, after all, it was your mentor that locked me away," Tirek said.

"I did..." Celestia said, making her way over with the Pillas.

"Princess Celestia, what a surprise," Tirek greeted. "Oh, and I see you still have the Pillars of Equestria, I'm surprised they're still alive." He looked around after doing a quick count. "Well, five of you at least."

"Where's Starswirl?" Twilight asked.

"He...is no more," Celestia regretfully informed.

"...No..." Twilight said, pain in her eyes. "How?"

"That imposter pretending to be Goku," Celestia explained.

"Goku Black..." Twilight repeated, venom in her voice. "He's next."

"Shame about Starswirl, I would have loved to kill him myself," Tirek said. "But, I will settle for the Pillars."

"Princess, who exactly is he?" Twilight asked. "How did you first encounter him?"

"I first encountered him over a thousand years ago," Celestia said. "He and his brother Scorpan had come to Equestria as a means of invading our land. His brother turned over a new leaf when he met Starswirl, and befriended him."

"Scorpan tried talking me out of our plans, but I had no intention of giving up on my hard work," Tirek said.

"Yes, and for that, you have been locked away in Tartarus for one thousand years," Celestia said.

"Until now," Tirek said, extending his arms triumphantly. "Now I have the power to accomplish my one thousand year old plan! This whole alliance you see here? Discord may have gathered them together, but it was my vision that saw it through. It was by my planning that this day could finally come."

"Wait, you're the real leader here?" Twilight asked. "You've been working from the shadows too! Haven't you?"

"That's how a good leader works," Tirek said.

"Then, you chose to work with Wesker too?" Twilight asked.

"Actually it was Loki's idea to work with Wesker," Tirek said. "I had no interest but eh...it worked out."

"We would have come anyway, just a year or so later," Tron said.

"I say that this has worked out better," Wesker said. He then felt Peter grabbing his ankle.

"Nothing you do...works out better," Peter said.

"Oh, he's still moving?" Tirek used his magic to lift Peter up and delivered a powerful punch across his face, knocking the hero out.

"PETER!" Twilight used a magic beam to blast Tirek in the face, the monster moving her magical beam away and zapping her through a house.

"Twilight!" Celestia turned to attack but Wesker kicked her in the face, allowing Tirek to steal some of her magic, and then blasted her as well.

"Ha, my power is growing!" Tirek triumphantly said as he began to grow along with his power. "More, I need more!"

"I know how we can get more," Wesker said. "Tron, go find Mysterio, I will find Martin Li."

"Yes boss," Tron said, quickly fixing her Gustaff to help move along her planning.

Eggman and Wily were beginning to struggle, thanks to the arrival of Sonic who had been knocking both men for a loop in their pods.

"That lousy hedgehog!" Eggman shouted. "How did he even get here!?"

"If I had to guess, it was Doctor Strange's magic," Wily said.

"That no good Strange," Eggman said. "You know, this plan isn't big enough for three doctors."

"Don't you guys work with Doctor Doom?" Mega Man asked.

"Quiet you!" Eggman warned.

"We may need to put a stop to Strange ourselves, and Sunset Shimmer too," Wily said. "They may call for more backup."

"Hm, good point, I should run this by Wesker," Eggman said.

"Are you two done?" Sonic asked.

"No! Not until you're nothing but dust!" Eggman said. Sonic shrugged it off and whacked Eggman's pod again, much to his annoyance. "Knock that off!"

"You fool, now I shall-" Wily was blasted back by Mega Man, much to his annoyance. "Lousy fool!"

The sound of thumps were heard again as Tirek walked by, glaring at everyone. From Sonic, Tails, and Mega Man fighting Eggman and Wily, to Trunks and Kurt fighting Vomi, to Goku fighting Black and even Zero doing battle against Sigma.

"Hey big fellow," Morrigan said, flying over. "Normally I love me a big man, but not if it will endanger the population."

Capcom's Felicia landed on a nearby roof, "So if you don't leave, we'll have to make you."

Hsien-Ko hopped by as well, "Make your choice."

"...Fools," Tirek immediately blasted Hsien-Ko, sending her through a house.

"Hey!" Felicia leapt up to attack but she got whacked into Morrigan, both girls falling from the air.

As things continued, Discord had finally come into the main part of Ponyville with Eris by his side. He could see all the damage being done in town, with guilt rising up within him. "Look at this...I caused all of this, didn't I?"

"Kind of pointless to feel sympathetic, you did assemble them," Eris pointed out.

"I did, but well...maybe I didn't think this through," Discord said. "I wanted a fun showdown between heroes and villains. You know, like a comic book. This doesn't feel that way."

"And now innocent ponies are getting hurt, some are dying," Eris said. "Is this what you wanted?"

"I...I can't be sure," Discord said. Without thinking, he stepped into town, calling out to the villains. "Stop! All of you, cease your actions!"

"Oh you gotta be kidding me," Aria said, many of the villains sharing the discontent.

"Listen, I know this was somewhat part of the plan," Discord said. "But, at least have this showdown somewhere more-"

Electro then blasted Discord with his electricity, the man relishing in his actions, "Ha! I've been waiting to do this to you! Not so tough now, are ya!?'

"Discord!" Eris went to stop the attack, but she took a blast from Doom for her effort.

As Discord tried to stand, Adagio and Aria did a Sonic Yell that caused pain to his eardrums, further torturing the Draconequess.

"Discord..." Loki flew over, readying his magic. "What a shame, we could have ruled as equals."

Loki blasted Discord through a house, knocking the creature out.

"Discord!" Fluttershy ran to help, but Vergil blocked her path.

"Going somewhere?" Vergil asked.

"Back off!" Laura went to attack, to which Vergil blocked with his sword.

As this went on, Tirek came closer to the center of town, right near Twilight's library. "Is this where all the heroes are!?"

"Whoa!" Goku said in disbelief. "He's huge!"

"Great, another giant monster," Chris said.

"Looks like Equestria has its own Kaijus," Ken said.

"Ahem! Hey, big fella!" Applejack called, the mare standing beside a freaked out Rarity. "Just who in tarnation are ya!?"

"Your end," Tirek said, using some magic to decimate some houses, much to the terror of the fleeing ponies.

"What is that thing!?" Octavia asked.

"It's awful..." Golden Harvest said.

"Tirek!" Martin Li made his way over with Wesker.

"I am here!" Mysterio said as well, having just arrived with Tron.

"Good, I trust this is part of your plan, Wesker?" Tirek asked.

"Yes," Wesker turned to Martin. "The bell if you'd please."

"What about Mysterio?" Tron asked.

"I believe he can figure it out," Wesker said as he took the bell.

"That I can," Mysterio said, bringing out the orb.

"Excellent," Tirek said, using his magic to lift both. "Now then, get ready Equestria!" Using his powers, he activated the power of the Orb, sending out a spell across town. "Those outside Equestria, return to your true selves!"

Using the Pearl, everyone in town that was not of Equestrian origin had began to transform back into their humanoid states.

The only exceptions obviously being the natives, but each hero and villain from outside had taken back their true form.

Wesker looked down below, seeing his fingers again, alongside Martin Li, who also relished in his human form.

Logan and Laura had resumed their human forms, the two glancing down at the still Pony Fluttershy, who seemed very confused.

"Why did he transform us into humans again?" Tron asked.

"To make our victory much more memorable," Mysterio said. "That's my best guess."

"Now! Allies!" Tirek used the bell to transport energy. "Relish in your powers!"

The energy sprouted into a chaotic form however, proving to be harder to contain.

"This must be Discord's energy," Loki said, using his own magic. "No matter, just leave the chaotic magic to me, I can transport the rest."

"Uh...This is getting weird!" Applejack said.

Within seconds, magic began transferring into all the nearby villains, giving them even stronger power, enhancing all of their abilities, and giving some new forms.

Chrysalis developed some naturally stronger armor on her body.

Cozy Glow grew a horn, effectively turning her into an Alicorn.

Vergil's body began to turn grayish as his eyes turned red, electric energy coursing around him.

Kazuya grew demonic wings as his eyes began to glow, with his teeth sharpening.

Eggman's aura began to turn into a greenish color, with his egg mobile and suit following in accordance.

Adagio and Aria grew what appeared to be sea wings as their body just began looking scaly in nature.

Electro's energy turned from blue to a powerful green as he began to exude electricity from his body.

Goku Black felt his ki rising to an extraordinary state, the man looking satisfied with his newfound power.

"The power at the palm of my hands, it's Godly!" Black said, charging his ki as ominous energy began to surround him. Within seconds, Black had powered into a Super Saiyan transformation.

"Whoa, he can do that hair change thing too!" Applejack said.

"Just who is he?" Rarity asked.

"This is only the start of what I can do," Black said. "With this power, all will fall before us!"

"No way we're letting that happen," Applejack said. "Now ah suggest-"

Electro immediately blasted Applejack, sending her crashing back.

"Applejack!" Remy called.

"YOU BIG BULLY!" Apple Bloom charged in to attack, but she too got immediately electrocuted."

Remy ran in to attack Electro but he was effortlessly blasted away while Tempest ran and and zapped Remy as well.

Goku and Strange flew in to attack together, alongside Kratos, but it did not take long for the three to start feeling overwhelmed.

"We gotta stop them!" Bobby called, gliding in with his ice as every hero tried to gang up on the villains.

Franklin ran through town, hoping to find his girlfriend, "Mayday!? Mayday where are you!?"

"Franklin!" Came Luster Dawn's voice.

"What are you doing here!? It's not safe!" Franklin said.

"I had to come, Mayday's lost!" Luster Dawn said.

"Let me find her! You get to safety!" Franklin said, immediately running into town.

"But-" Luster Dawn barely avoided a random lightning blast. Seeing just how aggressive the villains got filled her with worry. "Oh no..."

Franklin ran through town, "Mayday! Please! Tell me where you are and...and..." Franklin came across Doctor Doom, one look from the villain sent shivers down his spine. "D...D...Doom?"

Doom stepped toward Franklin, stopped only by Susan's forcefield. "Don't you dare, Victor! Not again!"

Without a word, Doom blasted Susan, sending her flying back. Johnny, Reed and Ben went to attack, but found themselves at the mercy of Doom's incredible power.

Dante clashed his sword against Martin Li's naginata, the Half-Demon starting to struggle a bit. Dante parried Martin Li's weapon and went for a punch but the Negative powered man blasted the Half-Demon, sending him flying back.

"Pain in the ass," Dante went to attack more but found himself being levitated by Tirek, much to his confusion. "What the hell!?"

Tirek then began electrocuting Dante, painfully enough that Dante let out a bone chilling scream, all the while his energy was being absorbed by the centaur.

Tirek then generated some power above Dante and sent a massive magical beam at the Son of Sparda, power strong enough to cause a massive crater that destroyed several homes upon impact.

Ponies were horrified, the heroes and warriors could not believe this raw power.

When the dust cleared, Dante was seen laying in the middle of the crater. Not moving an inch, only covered in soot and blood.

"Dante!" Trish called. She ran to help but she got blasted through her chest, courtesy of Vomi.

"I love this power as well," Vomi said, sadistically licking her lips.

"NO!" Sunset called. "Trish! Dante!"

"Yet more warriors, you could not save," Loki said.

"DIE!" Sunset blasted Loki, but he withstood and returned the favor with a mighty blast at Sunset, sending her crashing through Twilight's library.

"Sunset!" Ryu ran toward the girl, but Goblin blocked his path. "YOU!"

"Yes, me," Goblin taunted, then blocked an oncoming punch from Ryu. "Whoa, someone's mad."

Ryu engaged in battle against The Green Goblin, throwing blow after blow, trying to get the upperhand.

"Ryu!" Peter crawled over, still trying his best to move.

"Geez, does this guy never quit?" Tirek asked.

"I don't think he knows the meaning of the word," Mysterio said.

Peter tried to stand as Goblin fought away Ryu. Acting quickly, the villainous man threw a Pumpkin bomb at Peter, the hero barely putting his arms up to shield himself, but still taking a lot of damage.

"That never gets old," Goblin said, then took a punch from Ryu.

"Does that make you happy!?" Ryu threw another punch. "Torturing a good man!?" Then another punch. "A GREAT MAN!?" Ryu continued his assault. "One who would do anything for those he loves!?" He threw more punches. "Do you understand love!?"

"Of course," Goblin said, spitting some blood out. "I love causing pain."

"Kisama!" Ryu threw punch after punch at Goblin's face, shouting angrily in his native Japanese. "Anata no yōna hiretsuna otoko wa shin no meiyo nado nani mo shirimasen!"

Ryu unloaded a lot of his anger onto The Green Goblin, throwing punch after punch. It proved to be in vain as Goblin could only look up at Ryu, smiling at the man despite punches, laughing off his efforts.

In a rare instance, Ryu looked visibly disturbed by The Green Goblin's sinister reaction, but it just fueled his anger as he kept punching, a blow that was eventually blocked as Goblin backhanded Ryu.

The martial artist began to feel angry as his eyes turned a sinister red. "Damn you..." He turned to Goblin, readying another punch. "I will send you to hell, my-"

Suddenly Ryu felt something sharp piercing his chest, he looked down to see that Goblin had brought out his hand blades, catching him off guard as blood dripped down his chest.

"You were gonna do what, now?" Goblin asked.

Ryu glared at Goblin, blood coming out his mouth as he began to speak, "You...will never...win."

Goblin aggressively pulled his blades out as Ryu fell over, his body going completely limp as blood spilled from his body.

Ken, Chun-Li, Cammy, Rashid, Chris, Jill, Morrigan, and many of the other warriors, Capcom and other worlds alike, could not believe what they had seen. Ryu has fallen, and The Green Goblin reigned supreme.

"Ryu..." Peter said, having just seen what happened. Guilt took over his being, knowing that a man he respected was killed by his greatest foe. Peter did his best to stand up, glaring at his foe. "Osborn...I'm going to-"

Now it was Wesker's turn to act, the man dashing in and using his Rhino Charge to punch through Peter's chest, blood coming out his mouth as his pupils dilated.

"DADDY!" Mayday shouted, the girl crying tears of grief while being held by Rogue. "DADDY! NOOOO!"

"My stars..." Rogue said, her eyes watering up as well. "Peter!"

"You son of a bitch!" Johnny looked ready to attack but he took a powerful kick from Juri, knocking him to the floor as she leapt up and dropped her knees on his chest, crushing his ribs and puncturing his lunges slightly, enough to draw some blood as he struggled to breathe.

"Not good enough," Juri taunted.

"Johnny!" Rainbow Dash flew in for revenge but she took a kick to the face from Juri, and to make things worse, she took a blast from a ray gun, courtesy of Tron.

"Ha, I told you I could do it!" Tron boasted.

"Well done," Vergil said, using his sword to strike down an oncoming Logan. "Keep up the good work."

"Gonna...kill you...myself!" Logan tried again but Vergil had become much stronger since before, aggressively slashing at Logan and then whacking him out of the way.

Goblin seemed disappointed when he picked up Peter's unresponsive body, "So much for killing him myself. Meh." He then aggressively threw Peter into the library, and readied another bomb. "Can't be helped."

"You're dead, Osborn!" Chris was about to fire from his magnum, but took a deadly blast from Doom from behind, falling to his knees with massive injuries all over his back as he fell forward to the ground.

"Chris!" Cloud went to attack, but Black appeared before him, impaling Cloud with a ki blade, and then blasting him into a house. "Fool."

"This...this isn't good!" Chun-Li said in worry. "These guys are too strong!"

"It's not over yet!" Spencer said. "Let's try to-"

Electro blasted Spencer hard enough to cause his bionic arm to explode, causing Spencer to fall over in pain.

"Nathan!" Chun-Li went to help but she took a blast from Adagio, sending her flying.

"NO!" Strider tried to help too, but Aria beat him to it, taking him out with a blast.

While this was happening, Rogue flew down to pick Franklin up, carrying the boy in her arms too, "Don't worry, I'll keep ya safe."

"Uh, thanks ma'am," Franklin said. "Mayday, you made me so worried."

"I'm sorry, I was worried about daddy," Mayday said.

"I'm gonna get you both-" Suddenly Rogue was pulled over by Tirek, forcing her to face him. "Going somewhere?"

"Tirek!" Sonata ran over with Shocker, Starlight, Trixie, Autumn Blaze, Thunderlane and Lightning Dust. "Come on! Don't do this!"

"Look!" Shocker pointed to Peter. "Looks like one of you got Spider-Man!"

"Wait, what!?" Autumn Blaze shouted in disbelief, tearing up the moment she saw what looked like a dead Peter. "Wh-Who did this!? I want names!"

"That would be me," Wesker boasted.

Autumn Blaze immediately turned into a Nirik, her rage focused on Wesker. "I'LL KILL YOU!"

She charged in to fight but Wesker kicked her into the library. "So close."

"Wesker you bastard!" Starlight shouted, readying her own magic. "Don't think you're getting out of this alive!"

"My, such violent creatures," Wesker taunted. "I thought Equestria was a peaceful place."

"It appears not," Tirek said.

Apple Bloom ran over to the behemoth, unable to process what she was seeing. "What is that!?"

"Apple Bloom!" Gabby called, making her way over with Smolder, Silverstream and Ocellus. "You need to run!"

"Ah gotta find..." Apple Bloom looked up, spotting a familiar filly. "Mayday!"

She ran ahead, much to the worry of the girls.

Nearby Bobby had taken some strong hits from Bison, the boy injured from the brutality of the increased Psycho Power. "Is that all you can do, Iceman?"

"Screw you," Bobby said, spitting out some blood. He then took a kick to the face, injuring him more.

"Bobby!" Rarity blasted Bison, but she took a strike from Shredder to knock her out.

"All too easy," Shredder boasted, looking over to the turtles, all of them having been injured, and attended to by their friend April, along with Reeve, Sally and Roll.

"April, you gotta run," Leo said.

"You know I won't," April said, glaring at the villains. "Not with these monsters around!"

"Calling us monsters is quite rude," Vomi commented.

"Not inaccurate," Roll sassed.

"Hey! Big guy!" Apple Bloom called, getting Tirek's attention. "You have about five seconds-"

Juri kicked Apple Bloom into the library. "Oh shut up."

Starlight, Trixie, Thunderlane, Sonata, Shocker and Lightning Dust all went to attack as well, but the interference from Chrysalis, Sephiroth and Kazuya stopped them which overpowered this group.

"Allow me," Wesker said, getting a punch in to Starlight the moment he got the chance.

"My turn," Vergil said, striking Trixie with the helm of his sword.

Shocker went to attack but Electro stood in his way, "Move it, Max!"

"You're seriously doing this!?" Electro asked, with Mysterio standing by his side. "After all that we've been through!?"

"Hey they betrayed me, and if they can do that, you bet your ass that you're next," Shocker said.

"Man, you could have it big with us," Electro said.

"Did you not hear what I said!?" Shocker asked. "If they betrayed me then-"

Electro grabbed Shocker with his energy, pitifully glaring at his former ally, "I liked how you used to be. Before Friendship ruined you."

Electro and Mysterio blasted Shocker into the library as well.

"Maxwell! Quentin!" Sonata shouted. "How could you!? Herman's our friend!"

"He was our friend," Adagio said, getting Sonata's attention. She was joined by a worried looking Aria and Cozy Glow. "So were you."

"Are you going to betray me too, Adagio?" Sonata asked, then turned to the other Siren. "What about you? Am I expendable?"

"Tch..." Aria looked away in shame.

Sonata focused on the young filly, "And you, Cozy Glow, are you going to turn away from me? After all I've done for you?"

"I..." Cozy Glow looked back to her wings, and at her horn. "I can't turn away, I'm finally going to be Princess! The new Princess of Friendship!"

"With what friends?" Sonata asked.

"...You...you're just being silly!" Cozy Glow said. "Come on, you can come back! I bet if we talk to Doom and Wesker, they'll let you back in."

"We won't," Doom said, blasting Sonata into the house. "She made her choice, and she will die for it."

"But..." Cozy Glow said.

"Let it go, child," Doom warned. "Otherwise, you won't get your Kingdom."

"...Yes sir," Cozy Glow said, flying away.

"Place them in the house, Lord Tirek," Black said, Tirek obliging as Rogue, Franklin and Mayday were placed inside the library.

"Was that Franklin Richards?" Doom asked.

"Yes, why?" Wesker asked.

"...Make sure his father sees what we're about to do," Doom said. "I want him to suffer before he dies."

"Wait, let's get one more in there," Vergil said, gesturing to a grieving Twilight over her fallen husband.

"Peter...please...wake up," Twilight cried. "Please! Don't leave me!"

Black flew over, with Twilight instinctively protecting her husband. "Grieve in there."

He grabbed the couple and threw them into the house, ready to be obliterated.

"Twilight!" Celestia flew in to protect her pupil. "I won't let you hurt her!"

"Fool," Dormammu blasted Celestia, knocking her unconscious. He grabbed her and threw her in as well. "Die with them."

Many of the heroes, now injured, could only watch as Tirek planned his final assault as Loki placed a boulder in front.

"With this, know, that our victory is absolute," Tirek said, readying his magic. Black and Zamasu flew by his side, generating some ki for a combined blast.

Doom, Dormammu and Loki also flew up, ready to unleash this final assault.

"It's over," Wesker said.

"They're finished," Electro added.

"Victory is as good as ours," Mysterio said.

Aria looked worried as she glanced to and from the library, "Adagio, we're not really letting them do this, are we!?"

"We don't have a choice," Adagio said.

"But...Sonata's our friend!" Aria said. "So is Herman!"

"Drop it Aria!" Adagio warned.

"I...I can't!" Aria turned to the door. "I can't let them!"

Reed was pulled in front by Super Skrull, the man forced to watch this event, "You should have taken better care of your son."

"NO!" Reed shouted, calling up. "Victor! Don't do this!"

Applejack stood up, looking toward the house. "Twilight! Peter!" A very terrible thought came to her. "APPLE BLOOM!"

"Die..." Tirek said, as all the villains sent a final attack on the house.

"SONATA!" Aria ran toward the library, but Adagio and Mysterio were quick to stop her just as the combined attacks hit the location, completely obliterating what was left of Twilight's library. Everyone watched on in horror, from those in town, to the civilians, as a final attack left everyone seemingly dead.

When the dust cleared, the library was no more. Victory had been achieved, but not by the heroes.

"It's over!" Tirek said. "Equestria, is OURS!"

The villains began to cheer, save for a now grieving Aria, a regretful Cozy Glow, a concerned Mysterio, and a saddened Adagio.

In addition, many began to grieve, from a disheartened Reed, to a horrified Applejack, to the broken Capcom Warriors.

Among them was a heartbroken Rumble. His brother, his wife, his foster parents, his sweet little sister, all of them seemingly dead.

"No…" Rumble teared up as he fell over in heartbreak.

Gwen felt the same heartache, seeing what looked like the destruction of her friend. "Peter…no, not again…"

"Twilight…" Rainbow Dash teared up at the loss of her friend. "I'm sorry."

Logan was speechless, seeing the library destroyed, along with those he cherished. He had no words, only silence as he began to grieve those he lost.

Victory was to the wrong side. At least for now. As the villains had no idea that Eris was still conscious, and had plans of her own.

Even more knowing that not too far away, a witch and her team were ready to return.

For now, everything remains uncertain.