Spiders and Magic: Ultimate Showdown

by Masterob

The final battle is at hand. After ten years of living happily in Equestria, Spider-Man, Twilight Sparkle and their friends must team up to stop the villains and their multiversal conquest. Featuring Marvel, Equestria, Capcom, Square, Sega and Dragon World among others.

21. Bittersweet Aftermath

Within the middle of a dark void looking room, Twilight slowly woke up, the mare feeling pain all around her body.

"Where...am I?" Twilight asked. "What happened...?"

In an instant, Twilight began to remember everything. She remembered the Ponyville Invasion, all the villains, all of her friends fighting, and most of all, she remembered what happened to Peter.

The hero fought valiantly, but was slowly overcome by the villains that had invaded. Despite his determination, the villains began to outnumber him and overwhelm her loving husband.

The last thing she remembered, before Goku Black threw her into the library, was seeing Peter impaled by Wesker's Rhino Charge technique.

"Peter!" Twilight anxiously looked around, spotting her husband on the ground next to her. As a result of the transformation magic, he was in his human form rather than his pony, but that wasn't the important thing here.

From what Twilight could see, Peter was severely injured from his recent battle. She was quick to check his pulse. It took some time due to her lack of fingers, but she eventually did feel something. It was faint, but there.

Using her magic, she removed the upper part of his costume, seeing that his injuries were still there. His healing factor didn't seem to take effect, at least at the moment. Seeing all the bruises on his blood stained body was an uneasy sight for the mare.

"Peter..." She gently stroked her husband's upper body. Part of her worried though, seeing her hoof on his human chest, unsure if she can even give him the gentle touch he needs. It didn't stop her for long, she had to do something for her loving husband. "I'll fix this, once I figure out where we are."

"Twilight?" Came Starlight's voice. Twilight turned to see her friend alongside Trixie and Autumn Blaze, the trio also in their original forms as two unicorns and a Kirin.

"Starlight, you're here!" Twilight said.

"What is this place?" Autumn Blaze asked, before taking note of the nearby hero. "Wait, is that Peter!?"

She ran over to check on the hero. He was very injured and barely breathing, the sight of this bringing tears to Autumn Blaze's eyes.

"Oh no, Peter," Trixie trotted over as well, same with Starlight. "What did those brutes do to him?"

"Peter hasn't looked this bad since Wesker first showed up," Twilight said. "Even then what happened years ago seems so tame compared to now."

Starlight was horrified to see Peter so hurt. In the years she's known him, Peter has always pulled through. Be it his first battle against Loki, the fight against Magneto, the time Sabretooth showed up, even the trials during the Avengers Civil War, Peter had always pulled through.

Seeing him hurt was uneasy on Starlight's eyes. The Peter she knew always got up, even when things were bad. This time, for the first time in her life, Peter just looked vulnerable in her eyes. This is not the Peter Parker that Starlight had come to admire.

"I should have done something sooner..." Starlight regretted her decisions. "Green Goblin, Tirek, I knew about them, but he...Discord...he was always in my head! I let Peter get hurt! I...I..."

Starlight was tearing up, a scene noticed immediately by Trixie, "Come on, not you too."

"Peter..." Starlight wiped some tears from her eyes. "I'm so sorry."

"Keep it together!" Trixie scolded. "I know this is bad, but crying won't fix anything. Right now we need to figure out where we are and what happened."

"The last thing I remember is that a bunch of us were in the library," Starlight said.

Flashback

Starlight was recovering from one of Wesker's attacks, the mare having been knocked into the Golden Oaks Library. She looked around and spotted Trixie having been just knocked there as well, along with a very injured Peter by a worried Twilight.

"What's going on?" Starlight saw that the door was shut and a large beam of light was right outside. "What's happening?"

She pulled herself to her feet, passing by the others as she looked out the window. All that light was various forms of magic and energy that was aimed at the library as many outside were seen horrified or even pleading for the villains to stop.

"What are they...oh no..." Starlight's eyes widened as she immediately turned to her mentor. "Twilight! We need to-!"

Within seconds, they were all gone. Seemingly wiped out in a flash, but it wasn't the combined magic that was the cause, rather it was something else.

End Flashback

"It...it looked like we died," Starlight said. "But, did we? Are we dead?"

"I don't feel dead," Autumn Blaze said.

"Neither do I," Trixie said. "Of course I've never been dead before so I wouldn't know."

"If we were dead, Peter wouldn't be this injured," Twilight theorized. "Plus, I still feel sore from the fighting. If we were dead, I'd think we wouldn't feel any pain at all."

"Unless...this is punishment!" Trixie worried. "What if we're not going up! What if we're on our way down!"

"Huh? Why would we?" Starlight asked.

"I used to be a thief!" Trixie said. "And you, Starlight, you enslaved an entire village for years, and worked for Loki!"

"Well what about Autumn Blaze, or Twilight?" Starlight asked. "Do they deserve eternal damnation?"

"Well, Autumn Blaze's village did have some serious anger issues," Trixie said.

"Huh? Being angry isn't a bad thing. It's not like we hurt anyone," Autumn Blaze said. "Then again, we might have hurt a few feelings but, it's not that bad, is it?"

"And, not to brag, but I've never sinned to any extent," Twilight said.

"You and your friends ran me out of town the first time we met, all because I wanted to put on a show!" Trixie said.

"Huh!? Are you seriously holding that against me!?" Twilight asked. "I let you live in my house, without rent mind you! Besides if anything you were way meaner to me the first time we met."

"Now isn't the time to bring up petty grudges!" Starlight shouted. "Besides, what about Peter!? He's a superhero who risks his life for others on a daily basis! You think he would suffer in the afterlife?"

"...I suppose you're right about that," Trixie said.

"Bottom line is that I don't think any of us are dead," Twilight took a look around. "But we're definitely not in Ponyville anymore."

"Is anyone else around though?" Starlight asked. "We weren't the only ones in that library."

Trixie took a look around before gesturing to a pair of Pegusai. "Over there!"

Twilight looked over and spotted Thunderlane and Lightning Dust, the two shaking off their own injuries.

"Where are we?" Lightning Dust asked.

"Can't say for sure," Thunderlane replied. "It's kind of creepy though, it's like nopony's around for miles."

"Thunderlane! Lightning Dust!" Twilight called.

"Huh?" Lightning Dust turned her attention to Twilight. "Oh sweet, we're not alone!"

"Wait, is that Peter?" Thunderlane asked as he flew over.

"Oh crap, you're right," Lightning Dust flew over as well.

"I'm so glad you two are alright," Twilight said.

"Yeah, but what about Peter?" Lightning Dust asked, the mare gently patting his head. "Geez, those villains really messed him up."

"Especially that weird Goblin guy," Thunderane said.

"Osborn did a chunk of the damage, but Wesker is the one who landed the final blow," Twilight said, anger evident in her voice. "If I ever find one of those two, I'll destroy them myself!"

"Let us help," Autumn Blaze said. "After what they did to Peter, I want to avenge him too!"

"Same here," Starlight said. "I can't let this slide."

"We'll get our chance at payback," Twilight said. "For now, let's make sure we're all here. Was anyone else in that library with us?"

"Yes siree," Came Rogue's voice, the human woman flying over with the human Franklin and the still Pony Mayday. "Heya Twilight."

"Rogue? Franklin?" Twilight took note of the one filly who needed the attention. "Mayday!"

"Mommy!" Mayday flew off and trotted into her mother's embrace. "You're okay!"

"I'm more worried about you," Twilight checked over her daughter. "Are you hurt? Any bruises I need to worry about?"

"I'm fine," Mayday said.

Twilight however found one thing on her daughter's neck. A slight scratch with evidence of a little blood. It just reminded Twilight of when The Green Goblin threatened her just to get to Peter, the memory fueling her with rage.

"Osborn..." Twilight gritted her teeth, memories of her impaling him through the chest filling her mind. "Next time, I'll go for the head!"

"Mrs. Parker," Franklin said as Rogue set him down. "Where are we?"

"Franklin?" Twilight took a second to try and recognize the boy, of course he was one of the few human children she's met. "I don't know where we are. Gee, I hope your mother's with us?"

"Ah didn't see her, or Mr. Fantastic," Rogue said.

"I'm really worried, last time I was there, I saw..." Franklin nervously gripped his fingers. "I saw...him."

"Him who?" Starlight asked.

"Doom..." Franklin said, wincing at the thought of the villain.

"Of course, Doctor Doom has terrorized your family on numerous occasions," Twilight said. "It's no different than how The Green Goblin terrorizes Peter."

"Honestly, it's just petty," Trixie said. "Guys like Osborn and Doom using so many resources just to go after people like that? I know villains have to fight heroes to take over the world, but they just seem to make it so personal."

"When you thwart them as many times as Peter and his friends have, at some point it does start to get a little personal," Twilight said. "Not that I condone it."

"Things are definitely personal when it comes to my parents," Franklin said. "That monster Doom has done some...really bad things to us."

"Looks like he wasn't just content with going after your family," Starlight said.

"We so gotta get him back for this," Lightning Dust said. "Same with Osborn and Wesker!"

"Well first thing's first, we gotta figure out where we are," Starlight said. "Then we figure out the villains' plans."

"After they take over Equestria, they're gonna use the power they have to conquer the multiverse," Rogue explained.

"You figured it out?" Trixie asked.

"Sort of," Rogue said. "When ah stole some power from that fellow everyone calls 'Black', ah got a bit of his memory. One thing ah can confirm, he definitely ain't Goku, he's someone or something else entirely."

"That's a start, but I wish I knew more about their plan," Twilight said.

"Curious about their plan, are you?" Came Sonata's voice. The still pony siren trotted over with the now human Shocker right behind her. "Heya Princess, how's it going?"

"You...you're one of the Sirens," Twilight said, then turned to the man behind. "And you're Shocker!"

"That's me," Shocker introduced.

Twilight readied her magic to use against the two, "Give me one good reason why I shouldn't-"

"Whoa, easy Twilight," Starlight urged. "Let's not get into a fight right now."

"You know who they are, right!?" Twilight shouted. "Invaders that came to our world to conquer it!"

"I also helped save your daughter's life," Sonata pointed out. "Remember? If me and Eddie didn't speak up, who knows what could have happened?"

"Fine, you saved Mayday," Twilight said. "After you hurt my husband! You may have more of a conscience than the other villains, but that doesn't make you any less my enemies!"

"It's not like any of you were better!" Sonata said. "You banished a filly to Tartarus! On top of that, my species is nearly extinct because of what your Princess did! You ruined your fair share of lives, so don't take a high ground with me!"

"I really don't want to hear your excuses for why you committed your atrocities," Twilight said. "Regardless of what you went through, it gave you no right to terrorize innocent ponies, or humans, over this!"

"Look, we get it, you don't trust us," Shocker said. "Honestly, that's fine. We can't say we want to be friends with you, but as of right now, we're stuck in this situation together. Now, we have nothing to gain by making enemies out of you, it's not like we can return to our old allies anyway. They want us dead after all, and it sounds like they came close to achieving that goal."

"It's true, they definitely aren't siding with Wesker by this point," Starlight said. "Sonata chose Mayday's safety over her allegiance, and Shocker clearly chose Sonata's side."

"Which kind of surprised me," Lightning Dust said. "That's very unlike you, Herman."

"It was a spur of the moment decision," Shocker said. "This moron was going to get herself killed."

"Hey!" Sonata snapped.

"And as usual, I had to step in and keep her safe," Shocker continued. "That's it, I was looking out for a friend of mine."

"Oh how nice, you discovered the Magic of Friendship, didn't you?" Twilight said in a mocking tone. "That still doesn't erase what you've done. Regardless of what you two may have gone through in your personal lives, it does not justify your terrible actions!"

"Twilight, enough," Starlight said. "You're hurt, don't stress yourself out."

"I'm hurt because of them!" Twilight shouted while gesturing to the two. "You are both just as much to blame as anyone else! For the destruction of my home!" She gestured to Peter. "And for my husband's injuries!"

Sonata looked away in irritation, trying to reconsider the situation she was in. Shocker himself didn't have anything to say either, nothing he could say would justify his actions. Granted he didn't feel the need to do so.

"Look, I'm not going to apologize for what I did, in the end it's meaningless," Shocker said. "But, that doesn't change the fact that this is a situation we're stuck in together. If you want your payback, that's fine. But let's try to think rationally here, and figure out how to get back to where we were."

"Oh sure, you two can go back and rendezvous with your buddies," Twilight coldly said.

"Have you not been paying attention!? "Shocker shouted in annoyance. "They're not my buddies! They tried to kill me! And Sonata! I'm in here because Electro, who I thought was my friend, turned his back on me! Same with Mysterio! Those aren't friends, they're coworkers who screwed me over just like everyone else does in my life! So I would appreciate it if you didn't act like you know who I am."

"Hey, I really don't care who you are," Twilight said. "I call it like I see it."

"Well see this," Shocker began. "Sonata and I have no friends, and no family! We have nothing we want to go back to."

"...That's not true actually," Sonata sadly admitted. "I do wanna go back, because I want to see my friends again."

"Tell me you're not talking about Adagio and Aria," Shocker lamented. "They left you to die, you think they care about you?"

"They...they just found themselves in an awkward position, that's all," Sonata said. "We've been together for so long, they wouldn't cast me out for those guys."

"Of course they would, that's life," Shocker said. "People always screw other people over. You think you have friends but those friends would cast you aside the moment you let your guard down. Adagio and Aria made their choice, they don't care about you."

"You're wrong," Sonata said. "I don't know why, but I can just tell that they didn't mean to do what they did."

"Ugh...all these years and you're still the same simple minded girl," Shocker said. "I always believed that your gullibility was going to get you killed, and honestly, it nearly did. Can't you see that you don't have anyone!? Your friends don't love or care about you! Get it through your thick, stubborn skull already!"

"Herman, enough!" Lightning Dust scolded. "Lay off her."

"Hey don't you start with me, you're in the same boat as far as I'm concerned," Shocker said. "You joined up with Spider-Man the moment you could."

"What was I supposed to do!?" Lightning Dust asked. "Our plan failed, and I thought you were dead! I was given a chance at real friendship, and I just couldn't turn it away! It wasn't easy at first, I suffered a lot of trauma due to my time as Wesker's minion. But I managed and now life's better for me."

"Wow, good for you," Shocker said. "Meanwhile I was stuck in Tartarus for the last five years, the only 'friends' I had were the ones who stabbed me in the back!"

"Well they weren't exactly good company," Starlight said. "Honestly, in times like these, I'm even happier that I got away from Loki when I did."

"Honestly Herman, we should have quit while we were ahead," Lightning Dust said.

"What, did you expect me to just befriend Spider-Man when it was all said and done?" Shocker asked. "Especially after what we did to Ponyville years ago!"

"Right...the aftermath was a really awkward time for me," Lightning Dust admitted. "Not gonna lie, I mostly just left the blame on Vega since it was his idea."

"You got off easier because you caused the least amount of damage," Trixie said. "While Vega did terrible things, Shocker here did destroy a lot of homes. So he's just as bad."

"Yeah, he hurt my brother," Thunderlane said. "Right after that creep Vega ambushed him."

"He ambushed my daughter too," Twilight pointed out. "Mayday got hurt, Shocker. Because of what you took part in."

"You hurt this girl?" Rogue asked, turning to Shocker in disgust. "Guess ah shouldn't be surprised by how low you stooped. Ah still remember that ambush yer boss led on the X-Men, then took Remy and Bobby for a mind-controlled joy ride."

"Exactly, you're not completely innocent here, Shocker," Twilight warned.

"It certainly doesn't help that he and that Siren girl recently destroyed another town," Autumn Blaze said.

"I have a name," The Siren said. "It's Sonata Dusk."

"Listen, I know there's some animosity, but to Herman's point, let's dial it back for now," Lightning Dust said. "Now, is this all of us?"

"Not yet," Sunset said as she trotted over, the girl still in her unicorn form.

"Sunset!" Twilight called her over. "I'm glad you're okay."

"I'll live..." Sunset said. "Question is, where the hell are we?"

"That's what we've been trying to figure out," Shocker said.

"Uh...any reason you're here?" Sunset asked, before turning her attention to Sonata. "And you too!?"

"This was not in my list of plans for today," Sonata said. "But, I'm stuck here, whether you like that fact or not."

"Well at least it's you," Sunset said. "Out of the Dazzlings, you're the least threatening."

"Hey! I can be threatening!" Sonata angrily insisted. "I destroyed a city recently, and I helped beat up Spider-Man."

"Can you not act like you did something great!?" Twilight shouted.

"This is getting us nowhere," Shocker lamented.

"Twilight?" Came Celestia's voice, the Alicorn mare also stepping into view.

"Princess Celestia!" Twilight called.

Celestia stepped over to her pupil, as well as her badly injured husband. "Peter..."

"Princess, do you know where we are?" Thunderlane asked.

"I'm afraid not," Celestia confirmed as she looked around. "I've never seen a place like this."

"You're in a dark void," Came a mysterious voice.

"Huh? Who's that?" Trixie asked.

"Ugh...don't tell me," Shocker said in disappointment.

"Herman, do you recognize the voice?" Lightning Dust asked.

"It's Eris..." Shocker said.

Popping into view was the female Draconequess, casually waving at the stranded group. "Hey there everyone."

"Well this is a surprise," Celestia said.

"Uh...who exactly is this?" Thunderlane asked.

"Why does she look like Discord?" Trixie asked. "Is this his sister or something?"

"Sister could somewhat be accurate," Eris said. "But no, I am not his sister, I am him so to speak."

"Huh? What does that mean?" Lightning Dust asked.

"I come from a dimension where all of your genders are reversed," Eris said. "All men in your dimension are women, and all women you know are men."

"...So, in this dimension, I'm a stallion?" Lightning Dust asked.

"Yes," Eris turned to Thunderlane. "And you're a mare. A pretty one at that."

"Please don't," Thunderlane said, the stallion almost looking bothered.

"Stupid, isn't it?" Shocker said.

"So, you're a Discord from a reverse gender Dimension?" Celestia asked. "Why are you here then?"

"Discord called me over," Eris said. "He came across my dimension and found it hilarious."

"I think I came across this dimension once by mistake," Sunset said. "I saw a girl version of Peter, and a male version of Twilight."

"Oh yes, Patricia Parker and Dusk Shine," Eris said. "They're fun to mess with."

"So...did you put them through this same situation that Discord caused!?" Twilight asked. "Are you trying to relive your past joys?"

"Easy now, this was not what me or Discord wanted," Eris said. "Discord just wanted this to be something akin to a fun game to play. Things just got out of hand."

"That's an understatement!" Twilight angrily stated. "We were almost killed! Actually, some people we know were killed! Including Peter's Aunt May!"

"I do regret that had to happen," Eris said. "And Discord is very remorseful."

"Wow, a lot of good that does," Twilight sarcastically said. "That doesn't make everything better!"

"I know, and I understand your anger," Eris said. "That's why I had to save you all before you were killed for good."

"Wait, you brought us here?" Trixie asked. "Where is here?"

"It's a space between Dimensions," Eris explained. "We're not in Equestria, or any version of Earth. We're just in a black void."

"So, you saved us out of guilt?" Starlight asked.

"Wow, how nice of you," Shocker mocked. "At least you're a bit more useful than your male counterpart. Mind telling me what his actual plan was? Because I get the feeling we were just pawns in some stupid game of his."

"Well, that is not far from the truth," Eris sheepishly admitted. "Sorry to say, but Discord saw you as entertainment."

"I knew it...that bastard," Shocker said.

"So I lost out on my family, because Discord wanted to play some stupid game!?" Sonata shouted.

"Hey, Discord was able to unite you with Cozy Glow at least," Eris said. "I know how much you love her."

"Lot of good that did, she turned against me too!" Sonata said, the girl feeling a tear coming to her eye. "I loved her too, she was precious to me. I just can't accept that she would just throw all that away."

"To be fair, I don't think she wanted to betray you," Shocker said. "She just couldn't do anything when it came to guys like Wesker or Doom. Then again she's a bit of a megalomaniac, so maybe she would have betrayed you regardless."

"That doesn't help, Herman!" Sonata scolded.

"I'm just being Honest," Shocker said. "And the truth sucks, I know that better than anyone. But I can't lie to you, Sonata."

"Wow, sounds like you'd get along well with mah sister," Came the voice of Apple Bloom, the final pony who was yet to be accounted for.

"Oh, there you are," Eris said. "Looks like everyone's here."

"Apple Bloom?" Twilight asked.

"Auntie!" Mayday ran over to hug the girl. "I'm so happy to see you."

"So am I, Honey Pie," Apple Bloom said as she stroked Mayday's mane.

"Apple Bloom!" Thunderlane ran to greet his sister-in-law.

"Howdy bro, glad yer doing well," Apple Bloom said.

"For the most part," Thunderlane said. "I'm glad you're safe too. I know Rumble would be devastated if something bad happened to you."

"Wait hold on," Lightning Dust said. "Does Rumble even know we're okay? Does anyone know we're okay?"

"Unfortunately, no," Eris said. "As far as everyone is concerned, all of you were killed in that blast."

"Wait, everypony thinks we're dead!?" Trixie asked.

"Yes," Eris confirmed. "For now at least."

"This can't be good," Starlight lamented. "Everypony's probably so worried or upset about us!"

"How's my brother going to react?" Twilight wondered. "Or Cadance? Or Flurry? Or my parents?"

"Flurry won't like it if she thinks I died," Mayday said. "But I'm even more worried about Luster Dawn. She's going to be so sad."

"How's mah family going to feel?" Apple Bloom worriedly wondered. "Applejack's going to be crushed. Big Mac too, he's strong but very sensitive deep down."

"What about Ryu? And Chris? Dante too?" Sunset asked. "Are they even alright themselves? After what happened...I just don't...I gotta know if they're okay!"

"What will my subjects do if I'm not there to raise the sun?" Celestia worried.

"What about Rumble?" Lightning Dust said, this bringing up not only concern with Apple Bloom, but also Thunderlane. "He's going to think his wife and older brother are dead."

"Crap, that's not good!" Thunderlane said, the pony starting to panic. "Rumble never fully got over losing our parents, if he thinks I'm gone then it's going to get worse!"

"Wait...parents..." Twilight's eyes widened in terror. "Our kids!"

"Kids!?" Thunderlane realized what she meant. "My daughter!"

"Mah son!" Apple Bloom said.

"Mine too," Twilight said. "Benjy's still in Equestria!"

"Cumie's only a few weeks old! He needs his mama!" Apple Bloom said.

"I hope Felicity's alright," Thunderlane said in panic. "Is there a way I can see her?"

"Right now, I think you should all be focused on your safety," Eris said.

"Lady, I'm a father, I'm more worried about my kid's safety!" Thunderlane said. "My daughter means everything to me!"

"I know, but if you want to be able to go back and save her, then you need to think rationally," Eris said. "Right now, going back to Equestria will be foolish. You'll all end up in the same position you are in now, except I won't be able to pull you to safety."

"Why did you save us?" Starlight asked.

"Truth be told, I was more focused on saving Spider-Man and Princess Twilight," Eris said. "You were all just lucky enough to be in the vicinity."

"Wow, so I'm only alive because of Spider-Man?" Shocker asked in disappointment. "That's cruel irony."

"You'll all get your chance to return, but for now, our goal should be helping Peter through his injuries," Eris said. "I suggest you lay low for a while."

"Where? In this dark void?" Trixie asked.

"No, I will send you to Earth," Eris said. "Peter can heal up and try again. Right now, he's alive, but barely."

"He should make it, doesn't he have special healing?" Thunderlane asked.

"He's taken so much damage, his healing factor may be blocked for now," Eris pointed out. "He'll need to be nursed back to health."

"Well, we can definitely help with that," Starlight said, then turned to her Friendship mentor. "What do you say, Twilight?"

"I just want my husband healthy again, I'll do all I can for him," Twilight said. "If you need to take us to Earth and lay low, that's fine, I'll accept it."

"I'd like a little clarification," Celestia said. "Where exactly will we be staying?"

"It will be in a nice and quiet house," Eris said. "You will be miles away from civilization to give you extra privacy."

"Maybe not too far away," Trixie said. "Depending on how long this takes, we might get a little bored waiting at the house."

"That and we will need to get food and other supplies," Starlight said.

"I can handle most of those needs," Eris said. "Don't worry, before long, this will all be back to normal."

"Uh, quick question...what about us?" Shocker asked, gesturing to himself and Sonata. "Where are we supposed to go?"

"Oh, do you not want to go with Peter's friends?" Eris asked.

"What makes you think I would want to!?" Shocker shouted in annoyance. "You expect me to live in the same house as Spider-Man!?"

"I'm not exactly too trusting of any of these ponies," Sonata said.

"We're not exactly eager to have either of you around," Twilight said.

"Hey, I know things are bad, but it's smarter to stick together," Eris said.

"This is nuts, if you send me back to Earth, just send me home," Shocker said.

"Shocker, you haven't been to your Earth home in years," Eris said. "You think anything's still there?"

"...Damn, forgot to consider that," Shocker said.

"Also, your hometown got destroyed, going back there right now is unwise," Eris said. "Unless you have money for a hotel, you're pretty much stuck with Peter's group."

"Oh, this is rich, it's like being in Tartarus all over again," Shocker said. "From one hell to another."

"Herman, give it a rest," Lightning Dust said. "I know this isn't what you wanted, but given everything that's happening, it might be better if you just swallow your damn pride and stay with us. That goes for your friend too."

"She might have a point, Herman," Sonata said. "We don't exactly have anywhere else to go."

"What about your world?" Shocker asked. "Not Equestria obviously, but that world where you tried to steal energy from a High School?"

"I don't think I have a home there these days," Sonata said.

Shocker rubbed his face in frustration, "Great, our options are that limited. All because you just had to go and play the hero."

"I couldn't do nothing while a little girl was in danger," Sonata said. "I wanted to take Equestria back for all the siren friends that I've lost over the years. Hurting a child though, that just seemed like too much. I know you don't care about Spider-Man, but even you must have felt a little sorry for him and his daughter."

"Feeling sorry won't change anything," Shocker said. "You let your emotions cloud your judgment."

"So did you!" Sonata said. "You didn't have to save me, but you did."

"And look where I am now," Shocker said. "Stuck in this void and having to potentially live with Spider-Man and his family."

"...Would you take it back?" Sonata asked.

"Huh? I can't take it back, what's done is done," Shocker said.

"If you were given the option to take it back, would you?" Sonata asked.

Shocker grumbled in frustration at the stubbornness of this siren, "Doing what I did exposed my allies of their true intentions and-"

"Herman! Stop dodging my question and answer me honestly!" Sonata said. "Would you take it back!?"

"NO! Alright!?" Shocker shouted. "I wouldn't take it back, alright? You're annoying as hell but, if I let you die then...I don't know if I could have lived with myself."

Shocker's answer proved to be surprising to everyone present, even Lightning Dust was amazed by this level of honesty.

"See, you do care," Sonata said. "I always knew deep down you had a soft spot."

"Oh shut up, it's not like that at all," Shocker said. "You're just so naive and stuff that ignoring you would be like...I don't know, ignoring a stray cat."

"That's quite the analogy," Trixie said.

"Hermie loves cats, so I'm not surprised," Sonata said. "He even dreams of opening a Cat Cafe."

"...A what?" Trixie asked.

"Don't tell them that!" Shocker shouted, grateful his mask covered his embarrassment. "It kind of conflicts with my true nature as a tough guy!"

"No one thinks you're a tough guy," Twilight said.

"Put a sock in it!" Shocker warned. "For the record, the main reason I never achieved my goal is because your husband kept screwing me over!"

"How!? I don't think Peter would have stopped you from opening a cafe," Twilight said. "Honestly he would have encouraged you, so you'd stop committing crimes!"

"Businesses require money," Shocker said. "No money, no business!"

"Did you never hear of Bank Loans?" Twilight asked.

"Yes...that's why I rob banks, it seemed easier than going through all that boring paperwork," Shocker said. "Plus banks always take a bogus cut. One way or another, someone's getting robbed, and I'd rather it not be me."

"Frankly I see his point," Trixie said.

"Don't encourage him!" Twilight scolded.

"All this yelling isn't getting us anywhere," Autumn Blaze said, then turned to Shocker. "Listen, I know you don't trust Peter, but even you yourself said we're in this together. If you promise to maintain harmony, we'll do our best to be welcoming. Can you work with that?"

Shocker still seemed mistrusting of the situation, but he knew it couldn't be helped. He needed assistance and this was the only way he could get it. "Alright, fine. As long as it's okay with Sonata."

"I'm cool with it," Sonata said.

"Keep in mind that since this is Earth, you will all take human forms," Eris said.

"Well, four of us are already human," Rogue said. "Whatever that orb did, it reversed the effects we have in Equestia."

"Yes, what Tirek and the others did was revert all humans to their original forms," Eris said. "The spell does not keep ponies in their true forms outside of Equestria however. Even if it did, magic has different rules in other realms, so the spell could just wear off anyway."

"Permanently?" Starlight asked.

"Probably, that or it'd just return to normal upon returning to Equestria," Eris said. "That hardly matters, we need to get you to safety."

"Wait, is there any way to know if my friends are safe?" Sunset asked.

"I can't risk showing you right now," Eris said. "The good news is that your friends have a minimal chance to survive."

"How is that good news!?" Sunset shouted.

"It's better than zero," Eris said. "Look, things got bad, and-"

"You know what, I'll just check on them myself," Sunset said, ready to open a portal.

"Wait!" Eris snapped away Sunset's horn, taking the girl by surprise.

"What the hell!?" Sunset glared at the Draconequess. "Restore my horn or I will show you what I learned in Capcom!"

"Listen, I know you're worried, but if you waltz into a fight, you're going to get killed!" Eris warned.

"At least let me go and save my friends!" Sunset said. "I can bring them into this strange place and they can heal up too!"

"Sunset, let's not compromise our safety," Celestia suggested.

"How can you be worried about our safety when my friends are still in danger!?" Sunset asked.

"Sunset, I know you're worried, but Celestia has a point," Starlight said. "We all have friends in danger, but if we're not careful, we might make things worse for them. Let's just go along with Eris's plan for now."

"...Fine, now give me my horn back," Sunset warned.

"Promise you won't do anything sneaky?" Eris asked.

"I'll be a good Little Pony," Sunset said. "Now, restore my horn."

Eris had her suspicions but obliged, restoring Sunset's horn to her head. "Now, is everyone ready?"

Twilight took a look around, seeing no opposition to the plan. She nodded her head at Eris, "We're ready."

"Excellent," Eris used her magic to open a portal to Earth. "The house is available and empty. Do you need help moving Peter?"

"We got this," Twilight said, as she, Trixie and Starlight used their magic to comfortably lift Peter and carefully carry him to the other side of the portal, with the others joining.

Once on the other side, they already found themselves inside the empty house. Apple Bloom checked around to make sure it really was empty, and not a prank of sorts from Eris.

As Twilight used her magic, she found herself already beginning to transform. Within seconds, she had become a human, but still used her magic to help carry Peter.

"Let's take him to a bedroom," Twilight ordered as the still pony Trixie and Starlight assisted Twilight.

"The bedrooms are upstairs," Eris said, the girl taking on a human form. "Pick any room you want."

Within seconds, Sunset Shimmer had also transformed into a human, then snapped her fingers a bit to see if she still had her magic. "Okay good...I'll fix this the first chance I get."

Sonata also transformed into a human, the girl checking over her hands. "Wow, I have fingers again. It's been a while."

"You were human not too long ago in Doctor Doom's castle," Shocker said. "It hasn't been that long."

"Oh right, silly me," Sonata said.

"And she's back to normal," Shocker thought to himself.

Everyone else present seemed to maintain their pony forms for the time being.

"So...when do we transform?" Lightning Dust asked.

"Give it some time, our bodies probably need to get used to this new world," Starlight said. "Twilight, Sunset and Sonata transformed because they've been human before."

"I hope it's soon, ah wanna know what ah will look like as a human," Apple Bloom said.

"I've seen it, you had a bit more hair," Sonata said.

"Huh?" Apple Bloom replied. "How did you know?"

"I've seen another version of you in Canterlot High," Sonata explained. turned to Apple Bloom, "You had more hair, it wasn't as pretty as your friend with the blank white skin."

"You mean Sweetie Belle?" Apple Bloom asked. "And fur?"

"No, I meant skin," Sonata said, lifting her hands up before remembering something. "Oh right, the skin color is different here."

"Different how?" Thunderlane asked.

"Well in Canterlot High, my skin tone matched the color of my fur," Sonata said.

"Oh yeah, you had light blue skin just like you had light blue fur," Sunset recalled. "When I was there, my skin was yellow instead of white."

"Well in the human world, skin color ranges from light to dark," Shocker explained. "There is no blue, purple or pink. That's why you girls have light skin while someone like Tempest has a darker skin tone."

"I wonder why it's like that?" Sonata asked.

"Biology," Shocker said. "Simple as that."

Twilight had come back downstairs with Trixie and Starlight, "Alright, Peter's sound asleep in his bed. Now we can figure out a plan."

"Also, how long before the rest of us turn human?" Trixie asked.

"Give it time," Apple Bloom said.

"Come to think of it, I saw you in Canterlot High as well, Trixie," Sonata said.

"Hm? Canterlot High?" Trixie asked.

"You had more hair on your head, and you were so full of yourself," Sonata said. "Easily exploitable too."

"Excuse me!?" Trixie shouted in offense.

"Let's not get into that right now," Sunset said. "While Peter is healing, the rest of you need to figure out ways to buff up and get stronger, so we can take back Equestria."

"Easier said than done," Trixie said. "How are we expected to fight villains like that? They clearly had a superior attack plan."

"Then we'll make one of our own," Starlight said. "With brains like Twilight, experience like Rogue and Peter, skills like Sunset Shimmer, Lightning Dust and Thunderlane not to mention the fact that we have two of the villains' former allies on our side now, coming up with a plan of attack shouldn't be too hard."

"Well it won't be easy," Eris said. "But it's doable. The first key is to strip them away of their magic and power, and that starts with those artifacts that they have."

"Artifacts?" Starlight asked. "You mean those things they used to fight?"

"What are they?" Thunderlane asked.

"I can explain," Shocker began. "First, the Pearl they used to transform you is, simply put, the Pearl of Transformation."

"It belonged to Queen Novo of the Hippogriffs," Sonata explained. "During the invasion, Juri Han and Mysterio went to steal it, with help from some others like Doctor Octavius, Doctor Wily and the Mad Gear Gang."

"It's capable of transforming anyone into anything," Shocker said.

"Funny, ah think Silverstream mentioned this once," Apple Bloom said. "When Rumble and ah had her over fer dinner, she told us about her Aunt's Magic, and how she once used it to turn her subjects into Sea Ponies."

"Huh, so that's where the legend came from," Thunderlane said to himself.

"Why did she turn everyone into Sea Ponies?" Rogue asked.

"To hide from The Storm King," Apple Bloom explained. "Once Doctor Strange drove him off, she turned everyone back to normal."

"Funny how she just told you about this thing," Shocker said.

"She's mah husband's best friend, she trusts us," Apple Bloom said.

"If we can get that orb into our possession, we can probably use it to transform everyone into something strong enough to defeat the villains," Twilight theorized. "What else did they have?"

"Some Scepter that Wesker stole from the Dragons," Shocker said. "I don't know exactly why he got it though."

"Do you mean The Bloodstone Scepter?" Twilight asked. "That is useless to anyone who isn't a Dragon King. Plus at most it's used to track dragons more than anything."

"Well for your sake, I hope it stays useless," Shocker said. "If Wesker does figure out how to use it, the Dragons won't have anywhere to hide, and he just might do away with them like he did with Dragon Lord Torch."

"Excuse me, but how exactly did Wesker kill a dragon that size?" Lightning Dust asked. "I've done a Washouts Show in The Dragon Lair, and that guy was huge!"

"I don't know, he just pulled it off," Shocker said. "Point is, the other dragons may be in danger."

"Like Spike..." Twilight worried about her adopted brother before quickly shaking it off. "What else?"

"Chrysalis is using the stone from her throne to block magic," Sonata said.

"Block it how?" Twilight asked.

"The Changeling Hive has some special properties to block all Equestrian Magic, with the exception of the magic a Changeling Possesses."

"Just Equestrian Magic?" Twilight asked.

"Yes, even Chrysalis isn't sure if someone like Doctor Strange could bypass it," Sonata said. "I don't think she wants to test that out."

"Smart, Doctor Strange is a strong fellow," Rogue said.

"Anything else?" Twilight asked.

"There's the Crystal Heart," Sonata said.

"I know how that works, so you don't need to explain that one," Twilight said. "But that is concerning, they need that Crystal Heart to drive away the snow. Those crystal ponies are going to end up freezing in that blizzard."

"They'll figure out a way to survive," Starlight said, then focused on the villains. "Did they steal anything else?"

"Tron Bonne did steal something from Griffonstone called 'The Idol of Boreas'," Shocker said. "From what Cozy Glow said, it has the power of control."

"She specifically said either unite everyone as one, or get them to do what you want them to do," Sonata clarified.

"That will definitely be troubling," Lightning Dust said.

"There's also the biggest one of all, Grogar's Bell," Shocker said.

"Ugh...Grogar," Twilight lamented.

"Who's this Grogar fellow?" Rogue asked.

"I remember him," Celestia said, getting everyone's attention. "He was a cruel creature who had the form of a goat. He terrorized Equestria a millennia ago, until he was sealed away by Gusty the Great. She sealed the bell away on Mount Everhoof, where we thought it would never be seen again."

"Well it was, because myself along with Sonata and some of our friends went to get it," Shocker said.

"You climbed Mount Everhoof?" Celestia asked.

"It wasn't easy, we had to spend the night there," Sonata said. "It did seem like a fun camping trip, I felt like we all bonded."

"Not enough if they turned against us," Shocker said. "Point is, that Bell Absorbs magic, and give out a giant buff."

"It's how everyone got so strong toward the end," Sonata explained. "It's also how Discord lost his powers."

"Oh right, Discord did mention that," Twilight said.

"So if you want the advantage, get possession of the Pearl and that Bell," Shocker said.

"Okay, we have a strategy," Starlight said. "That wasn't too hard."

"You know it won't be easy to take it back, right?" Shocker pointed out. "You still have a fight ahead of you, unless one of you is a master thief."

"Thunderlane's ex is a master thief," Lightning Dust said.

"Felicia's not here right now," Thunderlane pointed out. "She's back in Equestria."

"Well, didn't she teach you anything?" Lightning Dust asked.

"No, not really," Thunderlane said. "I was basically a stay at home husband with her. She goes to work and I watch our daughter. Then she 'came out' and things got complicated."

"Just in case you didn't know, she's not actually gay, Peter caught her flirting with a male Abyssinian," Twilight said.

"A what?" Rogue asked.

"An Abyssinian is a cat creature," Twilight said. "Guess it's fitting that Black Cat would flirt with an actual cat."

"Pal, your first mistake was flirting with a girl who gives Spider-Man the runaround," Shocker said.

"Also, she could be bi," Sonata said.

"She did flirt with you too," Trixie pointed out.

"Only because she knows I wouldn't return her affection," Twilight said.

"Um..." Mayday spoke up. "What is everyone talking about?"

"Yeah, I'm confused too," Franklin said.

"It's nothing," Rogue insisted. "You know, you two should go explore the house or something. Let the adults talk about these matters."

"Okay," Franklin looked down at the little Pegasus. "Come on, let's explore upstairs."

"Right behind you," Mayday said, following Franklin to the second floor.

"Try not to be too noisy!" Twilight called, then focused back at the task at hand. "Now, all that aside, I do agree that just stealing back these items won't be easy. We will need to still overpower our foes if need be."

"Do they have any notable weaknesses?" Thunderlane asked.

"I didn't see any from the Capcom side, aside from the fact that most of them have big egos," Shocker said.

"A lot of the others are too mysterious," Sonata added.

Rogue turned her attention to Eris, "What about you? Any tips you have?"

"Yeah, get stronger," Eris said. "Tricks won't work on a lot of these guys."

"Oh come on, there's gotta be more to it than that," Rogue said.

"I'm not a total expert on all of them," Eris said.

"Wait, aren't you a reality warper?" Shocker asked. "Just poof them away."

"Don't you think I tried?" Eris asked. "Keep in mind they have access to Chrysalis's Throne. It counters my magic too. Plus if I tried getting rid of them, they could use the bell to steal my magic!"

"Wow, guess you aren't all that strong," Shocker mocked.

"Watch it, I have power over you," Eris warned.

"Hey back off, you're just as big of a reason this mess exists," Sonata said. "You could at least be a bit more proactive in helping us figure this out!"

"Listen, you two gave the most tips regarding the Magical Artifacts the villains used," Eris said. "Work off of that. Now, I'm going to keep an eye on things and make sure we weren't followed."

"Followed!?" Thunderlane asked. "Is that possible!?"

"You never know. So I'll catch you all later," Eris said, then disappeared in a snap.

"That girl's full of it," Shocker said. "I wouldn't trust her."

"No offense Herman, but you're not in any position to talk about trust," Lightning Dust said. "Now, let's figure things out from here. I might know some tips myself since I used to work for Wesker. One thing I can confirm is that he tends to let his guard down because he thinks no one or nothing can hurt him."

"That sounds about right," Sonata said.

"Doom's kind of similar," Shocker said. "He doesn't let his guard down as much, but we could play into his ego with some effort."

"Has Peter fought all of the villains that came from his world?" Thunderlane asked.

"Yeah, a good chunk of them are old enemies of his," Shocker said. "Myself, Electro, Mr. Negative, Mysterio, Scorpion, Doc Ock, Venom; they're all guys that wanted to take down Spider-Man."

"We won't have to worry about Scorpion since he's dead," Apple Bloom said. "Strider Hiryu made sure of that."

"I also dealt with some guy with a red hat," Twilight said.

"And that muscular fellow with the beard took down Annihilus," Rogue said.

"Okay, so Mac, Rolento and Annihilus aren't going to be a problem then," Shocker said. "I kind of feel bad for Mac but he made his choice."

"Otto and Eddie seem to be against the villains now too," Sonata said. "They didn't want to hurt Mayday either."

"So that leaves the others," Shocker said. "In addition to Doom, Super Skrull, Ultron, Dormammu and The Wizard. I know Spider-Man's fought Doom before, many times too."

"Okay, so that covers the villains from Marvel Earth," Thunderlane said. "What about Capcom?"

"Wesker has super strength, speed and a genius intellect," Sunset said. "Vergil has outstanding demonic magic. Bison has his impressive Psycho Power. Doctor Wily is an evil genius with impressive weaponry. Those are the four guys we need to worry about the most from Capcom."

"You know them well," Shocker said. "Of course, you're buddies with their enemies."

"I think you're forgetting about how dangerous Akuma is," Sonata said. "And don't underestimate Juri, she led the Invasion that stole the Pearl. She also killed Captain Sky Beak."

"Right, of course," Sunset said.

"Hopefully you can elaborate on some of those other villains, like Sephiroth for example," Twilight said, recalling the former SOLDIER. "That man's eyes can stare right into your soul."

"Cloud's told me a lot about Sephiroth, he's very powerful and not easy to defeat," Sunset said.

"You're quite familiar with martial artists," Trixie said. "Anything to note on those other guys? The one with the glowing red eye and the creep with the purple energy?"

"If you're talking about Kazuya Mishima and Iori Yagami, then I know a little," Sunset said. "Ryu's had run-ins with both. They're both cunning and ruthless, but Kazuya comes across as the cruelest of the two."

"He definitely gave those vibes," Shocker said.

"Okay, at least we're getting somewhere," Twilight said. "We'll plan more but right now, I think it would be a good time to get some rest. This has been a long day. Besides I need to patch up my husband and make sure he heals up just fine. The rest of you make yourselves comfortable."

"Wait, shouldn't we assign rooms?" Shocker asked.

"In a bit," Twilight said. "Now, let's try to get comfortable. I don't know how long we're going to be here, but hopefully it won't be too long. I need to see my friends and family again, especially my son."

"Yeah, we gotta work fast, for Felicity's sake," Thunderlane said.

"Let's just take a load off," Rogue suggested as everyone went to do their own thing.

Meanwhile Sonata had one piece of advice for her friend, "Hey Herman, since we're off duty, maybe you should do away with that mask of yours."

"I guess," Shocker said as he pulled his mask off. "I hope this whole thing doesn't take too long."

"It will take as long as it needs," Sonata said. "But I want to go back too. I want to see Adagio and Aria, and work things out. I also want to see Cozy Glow, and save her from herself."

"Yeah, you do that," Shocker said.

"You'll help me, won't you?" Sonata asked.

"Yeah, sure," Shocker said, then walked toward the kitchen. "I need a drink, I hope there's something hard."

While upstairs, Mayday was seen exploring a room. It was moderately sized and seemed comfortable enough. "So, this is going to be our home, huh?"

"Seems like it," Franklin said, the boy sighing in worry.

"What's wrong?" Mayday asked.

"I'm worried about my family," Franklin said. "Mom, Dad, Uncle Ben, Uncle Johnny."

"I'm worried too, especially about my little brother," Mayday said. "But, Uncle Spike and Aunt Janet are still in Equestria, so I know they'll keep him safe."

"At least you're optimistic," Franklin said as he sat on a bed. "I never would have imagined something like this could happen. All those villains...especially Doom."

"You must not like him," Mayday said, leaping up beside the boy. "He hurt your family a lot, didn't he?"

"He did...a lot of bad things," Franklin winced at some terrible memories. "I'll never understand why my sister seems so fascinated with him. I know he helped deliver her, but he only did that to spite my father."

"Well, he'll be brought down soon," Mayday said. "For all we know, the heroes back home are still fighting hard, and winning!"

"That would sure be great," Franklin said as he laid back in bed. "I'd still like to know for sure."

Mayday snuggled beside him. "We'll be fine."

"Yeah," Franklin pulled her closer to him. Despite Mayday still being in her pony form while he was human, he still very much cared about his girlfriend. The fact did dawn on him that without context, their relationship was weird, but he would not turn away one of the few things he still had in his life that he treasured. "I'm glad you're with me, Mayday."

"Me too," Mayday leaned up to kiss his cheek.

Franklin let out a loud yawn as the boy started to feel sleepy. "I think I need a nap."

"Yeah, me too," Mayday said, cuddling next to Franklin. "Just for a few minutes."

The two had fallen asleep together, finding a bit of peace even among the tragedy. Twilight had passed by the room, spotting the two in bed and cuddled up together.

Instinctively she walked in to helped get the two more comfortable, by pulling off Franklin's shoes and socks.

"I wonder if I have any pajamas for him?" Twilight asked. "I might need some clothes, in the meantime." She grabbed a blanket to place over the two. "There. You two get rest, and I promise I will fix this." Twilight placed a kiss on Mayday's head, then one on Franklin's before leaving the two kids to their slumber.

While this was happening, Sunset made her way outside, and began working on a portal, "I'm coming Ryu."

Meanwhile, within the town of Ponyville, a somber scene was beheld where the Golden Oaks Library once stood. What was once a humble library, and home to Equestria's Princess of Friendship, and Top Superhero, was nothing more than a crater in the ground.

The villains responsible stood tall, seemingly pleased with their work. All but a few. Aria was still heartbroken over Sonata's apparent demise. Adagio tried not to show it, but she also held remorse for what had to be done.

Cozy Glow couldn't bear to look. While she does not regret many things, losing Sonata as a friend and seeing her perish is a big one she has.

Electro and Mysterio felt conflicted regarding Shocker, but in their minds, he made his choice. Martin Li also seemed conflicted, but he could not allow this to occupy his mind, he had ambitions that needed to be met.

The others just looked on with little to no concern over their actions. If anything, many were proud. Tirek, Wesker and Goblin were satisfied to have triumphed over their foes. Black was happy to be rid of some bothersome mortals. Everyone else just took this as their biggest win since coming to Equestria.

Obviously not everyone was in high spirits. Many friends looked on in terror of what had happened.

Johnny, despite his internal bleeding, could only focus on the crater. His best friend was gone. A girl he loved like a sister was gone. A girl he loved like a niece was gone. His nephew, his own flesh and blood, gone. Johnny could not bear this thought, and the heartache was massive for the flame user.

Rainbow Dash was in tears. She just saw one of her best friends die, along with a hero she admired for years. They always pulled through, she didn't know why this had to be different. Worse was knowing that Mayday was gone, a girl she loved very much, along with her nephew Franklin.

Applejack was distraught, her sister seemed to have died with her best friend and a boy she considered family. She looked over to Big Macintosh, who seemed just as heartbroken. Then she turned to Remy, who looked lost and confused by what happened.

Remy was definitely upset about Apple Bloom, someone he treasured dearly in his heart. He also felt pain in knowing that Twilight and Peter were gone, along with Trixie whom he saw as a Kindred Spirit. Rogue's demise however resonated with him. Even if they were not together, he still valued her as a dear friend, one he regrets not being able to save.

Logan felt ashamed in not being able to save anyone in that house. Peter, Twilight, Trixie, Rogue, Lightning Dust, and especially Mayday. He turned to Fluttershy, the girl trying to process what had happened. He turned to Laura, who was just as heartbroken.

Laura loved Lightning Dust, the two were close as sisters, or in Laura's mind, even beyond sisters. They were soulmates, the deepest love they could have without romance. Laura could not accept this reality.

Luster Dawn was crying, the girl had to be comforted by the nearby Spike, who himself couldn't stop thinking about Peter, Twilight and Mayday. His family was gone in an instant, all because of these villains. Spike felt ashamed that he couldn't save them, he still felt weak.

Janet did her best to comfort her daughter Hope, but the girl had just seen her aunt, uncle and cousin seemingly die, along with the other nice mares she knew. Janet couldn't accept that in a short amount of time, many people she loved and cared about were gone.

Mary Jane was comforting Benjy in the distance, but she saw it all. The destruction of the home, and the demise of Peter, someone she greatly cares about, someone who she feels, in another lifetime, could have been someone she would spend her life with.

Flash seemed heartbroken too, but Harry was a wreck. Seeing his father commit such atrocities was overbearing. Even more knowing that it resulted in the death of Peter. Harry suddenly felt guilty thinking about his old friend, and wished now he had a chance to apologize.

Flitter was in tears as she tried to comfort Felicity, with Cloudchaser trying to be strong for the both of them. But, knowing Thunderlane was gone did not put them at ease, especially knowing the added consequences.

Rumble stood there in disbelief. His brother was dead. His wife was dead. Trixie was dead. Lightning Dust was dead. Peter, Twilight and Mayday were all gone. That's what he believed, and that belief was tearing away at him.

Silverstream was beside Rumble, empathizing with his pain. She too lost her father to all this, and she hated seeing Rumble so lost. She could only hug Rumble, hoping to make him feel the tiniest bit better.

Nearby Sweetie Belle had sympathized with Rumble herself, while also lamenting the death of her best friend, and of her personal hero. Scootaloo also felt the same, the girl devastated by what happened.

Gabby and Smolder were nearby, both trying to calm a crying Cumulon for Rumble's sake. These girls knew that this colt would be growing up without a mother. Smolder felt the most empathetic, as she too lost family because of this.

Steve grumbled in anger, feeling ashamed in not being able to save Celestia. It was his job to keep her safe, and he failed. He couldn't forgive this.

Kurt was seen kneeling in silence, unable to process what happened. Just earlier he saved Mayday's life, wanting nothing more to see her safe. To see that effort be for nothing broke his heart. To lose Rogue on top of that, even God's grace couldn't soothe Kurt's wounded soul.

Only Ocellus was there to comfort Kurt, and while he was in no mood to pray, she tried silently doing so on his behalf. She too couldn't stop herself from crying. She owes her freedom to Peter's efforts, to see what happened to him was too much. Even worse knowing Mayday was gone too.

Reed couldn't believe his eyes. His son was obliterated in a split second. His only son was gone, and he couldn't save him. Reed began to tear up, angry at himself for being unable to save his only son. Part of Reed never expected Doom to do this, to be proven wrong hit like a train.

Susan and Ben Grimm also felt the pain of Franklin being gone. Especially the boy's mother as she cried for her son.

Chun-Li was staring in disbelief. To know Sunset Shimmer was in that library when it exploded did not resonate well with her. Sunset had really become one of her dearest comrades. To see her meet her demise like this ached Chun-Li's heart.

Spencer and Strider looked just as heartbroken. Spencer didn't even care at the moment that his Bionic Arm got destroyed, it paled to losing Sunset. Strider felt a sense of dishonor in allowing a pupil of his to die. More than a pupil, she was his friend.

Miles felt hurt at seeing Peter meet his demise. It wasn't his Peter, but it was Peter nonetheless. He respected any Peter Parker who donned the Spider-Man guise, because Miles more than anything wanted to feel just as worthy, and prove to someone he admires as many times as he could.

Gwen also felt heartbroken. She's failed her own Peter Parker, she could not handle failing another. She had a chance to reconnect with him and form a bond with his new family. She just couldn't accept things as they were.

Everyone else felt their share of pity. Be it Marvel, Capcom, Equestria or the other worlds. This was a big loss for them, and one that struck some more than others, but struck hard regardless.

"To think, that feeble hero was the great Spider-Man that I heard so much about," Tirek taunted. "To defeat Twilight Sparkle and Princess Celestia that easily as well is honestly disappointing. Twilight at least put up a fight, but Celestia? It's no wonder this world is weak. It had a weak ruler. With me in charge, now-"

"Will you shut, your fucking face already!" Johnny shouted, still feeling pain in his ribs but was too angry to care. "Congrats, you blew up a home that had two kids inside! You feel accomplished, you big red asshole!?"

"Watch your tone, Toch," Wizard warned. "For we-"

"QUIET!" Johnny blasted Wizard through a house. The temperature on Johnny's body continued to rise. "I don't care, how strong you morons think you are. If you think, we're going to just give up...well-"

Doom blasted Johnny with his arcane magic, "That's enough out of you!"

"You jerk!" Rainbow Dash flew at Doom but she took a blast from Chrysalis.

"Nice hit, my Queen," Pharnyx said.

"It was hardly a challenge at my level of power," Chrysalis boasted.

Chun-Li tried standing up as well, the girl not ready to back down. "This doesn't end, until one of us-"

Juri took the moment to kick the martial artist, then kicked away Spencer and Strider right afterwards. "I love this power boost."

"Naive fools," Doom taunted.

"Victor!" Reed rushed in to attack with Susan and Ben, but the three were blasted with the villain's enhanced power.

"A feeble attempt," Doom said. "If you couldn't defeat me before, you have no hope now."

Logan tried to impale Wesker with his claws, but his arm was easily caught. He used his other arm but that was caught too.

"Foolish," Wesker pulled Logan's arms off his shoulder sockets, the man screaming in pain as some blood burst out of his stumps.

"Logan!" Fluttershy called in terror.

"Take him back," Wesker said as he kicked Logan toward his wife and threw his arms back at him. "He's powerless against me."

Fluttershy was quick to help Logan reattach his arms, the girl barely paying any mind to the blood she got on her, she only cared about her husband's safety. "I got you dear."

"Come on, is that all!?" Goblin taunted. "Don't tell me you're all wiped out!"

"I would not be surprised," Ultron said, then punched away an oncoming Bon Bon. "Humans and Equestrians are feeble creatures. Along with anything else resembling one of these lower lifeforms."

"Indeed," Sephiroth said as he glanced at the lifeless body of Cloud Strife. "They have determination, but they will inevitably fall."

"It's only a shame that I couldn't kill my brother," Vergil said, glancing at Dante's lifeless body. "But it's a small price to pay for victory."

Akuma glanced at a downed Ryu in disappointment, "He was mine to kill."

"So was Chris," Wesker said, gesturing to the fallen BSAA member. "Some things just can't be helped."

"It's fine, perhaps I can kill Osborn in his stead," Akuma said.

"Be my guest, but I'd suggest waiting until you can do so one-on-one, to make sure you have no interference," Wesker suggested.

"That is a desirable plan," Akuma said. "I will keep that in mind."

"Did someone mention me?" Goblin asked, glancing in their direction.

"Do not mind us, we are simply planning the future," Wesker reassured.

"Uh, alright I guess," Goblin said, the man suspiciously glaring at Wesker and Akuma, and keeping his hand close to his Pumpkin Bombs.

Kratos stood before his foes, "I am not done with this battle!"

"Me neither!" Terry said while adjusting his hat. "Come on!"

"I'll still prove that I'm Best in the Multiverse!" Paul shouted while getting into a battle stance.

"Heh..." Tirek used his magic to blast all three, sending them flying back. "Don't make me laugh."

Kratos brushed it off and leapt at Tirek, but he was ambushed when Goku Black appeared before him and impaled his ki blade through the Spartan.

"How foolish," Black taunted. Suddenly he was on the receiving end of a headbutt, taking him by surprise. "How dare you!" Black then blasted Kratos, sending him flying back again. Black checked his forehead, seeing that Kratos's attack was strong enough to draw a drop of blood. "That neanderthal. Striking a God!"

Gwen leapt up to attack Black, but he backhanded her, knocking the girl back, but fortunately caught by Goku. "I got ya!"

"Whoa, great timing," Gwen complimented.

"Goku, perhaps you still have fight left in you," Black said.

"You had your turn with him," Bison said. "I want to challenge this Saiyan myself!"

"Don't worry, I have plenty of fight to go around," Goku said. He then presented Gwen with a bag while whispering to her. "These are Senzu Beans. They can heal just about any injury and restore your full power. I only have six so find whoever needs them the most."

"Uh, thanks," Gwen said as she took the pouch.

Goku took to the air and powered into Super Saiyan Blue, "Alright, who's ready for a fight now!?"

Just as the villains were about to strike, a voice was heard. "Hold it!"

Coming into view was one foreign to many, but familiar to a few, especially ones who understood her power quite well.

"Wanda!?" Cyclops said in disbelief.

Indeed it was Wanda Maximoff, along with her brother Pietro, and the other members of the Brotherhood; Avalanche, Toad, Boom-Boom and Pyro.

"Wait, are they in their human forms?" Avalanche noted.

"Wanna join?" Tirek used the Pearl to Transform the six back into their human appearances.

"It's been a while since I had this body," Wanda said as she glanced at the villains. "The offer is appreciated, but wasted."

"Be careful with this one," Dormammu said. "Her magic is not to be underestimated."

"Interesting, and who exactly are you?" Tirek asked.

"Wanda Maximoff, the Daughter of Magneto," Wanda introduced. "But you may call me, 'The Scarlet Witch'."

"Name's Pietro, Wanda's brother," The Silver-Haired man said. "Call me Quicksilver. I can run circles around you." Pietro demonstrated his power by instantly zipping around rooftops and waving before ending up back in his original position.

"His speed's no joke," Sonic observed.

"Great, not another speedster," Eggman lamented. "Why do they have such big egos?"

Wanda noticed the crater beside her, remembering a key detail. "This is where Twilight's library was." She then focused back on the villains. "What did you do!?"

"Neutralized a threat," Tirek boasted. "If you were hoping to see Spider-Man or Twilight Sparkle, I'm afraid they've been permanently removed from this world!"

Wanda's eyes glowed in anger, "Damn you! I will not allow this to go unpunished!" Wanda sent out a magic blast toward Tirek, the monster absorbing what he could while Loki took control of Grogar's bell.

"This should be fun," Loki began absorbing Wanda's magic in an attempt to weaken the girl.

"Sis!" Pietro ran to help but Black had appeared before him and kicked him back.

"You're quite fast, I almost couldn't keep up with you," Black said. "Good thing you're predictable."

"Predict this!" Pietro disappeared from Black's vision. The man turned to see where he went and then took a punch to his face.

"I got this," Eggman utilized his newfound energy and controlled some tech of his to shoot at Pietro as he quickly dodged out of the way.

"Hope this isn't the best you have, old man!" Pietro taunted. "Nothing can stop my speed!"

This did however distract Pietro enough for Black to kick him from behind, leaving him open for one of Eggman's larger blasts that sent him flying.

"I could have handled that, but I appreciate the assistance," Eggman said.

"The pleasure was all mine," Black insisted.

"We gotta help!" Toad led the others to attack, but each of them were laid out by Wesker, the man dusting himself off afterwards.

"Much too easy," Wesker looked up to see Wanda struggling as Tirek hit her with a mighty blast that sent her flying.

"Pitiful," Tirek taunted.

Loki seemed satisfied with the bit of magic he absorbed. "Time to make good use of this." He then spread the magic around to give everyone a slight buff in power, making them a bit stronger.

"This ain't good," Logan said as he fully reattached his arms. "I hate to say it, but we're outmatched here."

"What should we do?" Fluttershy asked.

"...We need to get all the innocent townsponies and our injured allies out of here," Logan said. "Cap's hurt so he can't lead us. Maybe Stark but-"

"Go take the lead," Fluttershy said. "You and the X-Men get us to safety."

"...Scott!" Logan called.

"What is it!?" Scott Lang replied as Hawkeye and Kate helped him to his feet.

"Not you! Cyclops!" Logan clarified.

"Logan?" Cyclops ran over. "What is it?"

"It's time we live to fight another day," Logan said. "We gotta get everyone out of here."

"Easier said than done," Cyclops said.

"Are you retreating?" Trunks asked as he flew over. "If so, then I can hold them off. Just make sure you get all the innocent ponies out of here."

"We'll owe you one, kid," Logan said.

"Black's my problem, plus I owe your friend Bishop a lot, so I'll help the X-Men however I can," Trunks said.

"If you're looking for a diversion," Strange said as he flew over. "I can help. Besides, I need to try and get that Bell from them."

"I can assist," Miguel said as he swung over. "We'll get it back or die trying."

"Try not to die though," Fluttershy said.

"We'll do our best," Miguel said.

Chun-Li got back on her feet, the woman still having some fight in her. "Capcom! Assemble! We're not done until we're dead!"

"How foolish," Dormammu taunted as he readied his magic. "You were barely a match for me before, what hope do you have now?"

"I don't know honestly, but if Peter were here, he'd keep fighting!" Chun-Li said as she tore off part of her shirt to air herself out. "So that's the example I'm going to follow!"

"Oh, you're going to do the exact same thing that got him killed!?" Goblin taunted as he extended his arms in a welcoming manner. "Well be our guest then!"

Cammy tossed away her coat, while Ken tore off the top of his gi. Leon stood and tossed away his shirt, with Spencer following suit. Strider himself tore away his scarf and shirt, glaring hard at the villains.

"Are you fighting or stripping?" Juri asked. "Because I'm fine with either."

"Attack!" Chun-Li led the charge to hold off the villains while the X-Men worked to help their fellow heroes and innocent ponies out of town.

Meanwhile Gwen had pulled Ryu, Chris, Dante and Cloud aside and held the Senzu Bean pouch. "Okay, these guys need this the most, otherwise they're dead."

Gwen placed the first one in Ryu's mouth, helping him chew it. She also massaged his throat to help him swallow. Suddenly his wounds began to heal as Ryu slowly opened his eyes. "Huh?"

"Oh good, you're alive," Gwen said.

Ryu sat up, still feeling a bit dazed. "What happened?"

"Talk later," Gwen fed one to Chris. "But things are bad."

"Bad how?" Ryu asked.

Once Gwen finished helping Chris, she moved to Dante, "The villains won, they used their power boost to defeat everyone."

"...Right, of course," Ryu lamented, recalling his defeat at the hands of The Green Goblin.

Gwen finished helping Dante and went to help Cloud, "That's not all. Peter and Twilight are dead."

"They're what!?" Ryu shouted. He angrily clenched his fist, thinking about his rival turned friend. "Dammit, I couldn't save him!"

"He was more worried about saving you," Gwen said as she finished helping Cloud. "I don't think he wanted you involved in his battle."

"Ironic, given my dishonorable behavior five years ago," Ryu said.

"What's happening?" Dante asked. "What's this about Spider-Man dying?"

"And his wife?" Chris added.

"Their daughter's gone as well," Gwen said.

"The hell!?" Dante shouted. "No way, how cold hearted are these...ugh! Those rotten mother-!"

"Keep your voice down," Gwen scolded.

"What are those things you fed us?" Cloud asked.

"Senzu Beans, I got them from Goku," Gwen said.

"We owe him our lives," Ryu said. "Still, Mayday too?"

"And Trixie, and Starlight, and Celestia, and..." Gwen expected drama from this one. "Sunset Shimmer."

"NO!" Ryu shouted.

"I said keep your voice down!" Gwen scolded.

"How..." Ryu couldn't fathom the situation. His allies looked just as devastated. They've all grown to admire her, to lose a good friend was too much to burden. Ryu's eyes slowly started turning red as his teeth hardened, "Those bastards..."

"Ryu, calm yourself!" Dante urged. "I know you're worried about Sunset, but-"

The fight in Ponyville had gotten intense, more explosions went off as Gwen led everyone away. "Come on!"

The retreating ponies also looked back, seeing the damage caused by the fighting, and lamenting the situation.

"Our home..." Pinkie lamented.

"It's tough, but we have to keep moving," Logan said. "Come on! Hurry!"

Rumble's hero team did their part to assist, aside from Rumble himself, who was phoning it in. Sweetie Belle was the first to notice and went to check on him.

"I know you're sad, but you need to snap out of it," Sweetie Belle said. "Apple Bloom and Thunderlane would want you to focus on safety, especially for the sake of your son."

"Uh-huh..." Rumble replied in a deadpanned tone.

Sweetie Belle gently nuzzled the boy, "You still have friends. I'm here for you, so are Scootaloo, Gabby, Smolder, and Silverstream. We're here for you. Please, stay with us."

"Yeah..." Rumble again replied with his deadpan demeanor as he kept walking.

"Poor Rumble..." Sweetie Belle said as her ears drooped. She followed the boy closely, hoping to find a way to raise his spirts, impossible as it seems.

"Where are we even going?" Bobby asked as he carried his daughter on his back.

"Don't worry, I know a place," Came Felicia's voice as she took the lead.

"Where'd you come from?" Remy asked.

"I've been here the whole time, I was fighting the villains," Felicia said. "I came with Deadpool and Doc through the portal!"

"Yeah, she did," Wade confirmed.

"Never mind that," Logan said. "What do you have in mind?"

"Let's go south, I know a place that might be obscure enough for those villains to avoid," Felicia said. "I hope you don't mind desserts."

"...This better work," Logan warned.

Johnny looked in the opposite direction, "You guys go!" He began to fly up. "I gotta do something!"

"Johnny! Get back here, you're hurt!" Rainbow Dash said.

"I gotta check on The Crystal Empire," Johnny said. "I'm fine, just go with them!"

"Hell no!" Rainbow Dash flew beside Johnny. "I'll go with you."

"You gotta stay with Firefly!" Johnny said.

"I gotta make sure Firefly's father comes back home," Rainbow Dash said. She looked down at the group, "Can any of you watch my daughter!?"

"We're already on it, dear!" Rarity reassured, the mare having Firefly on her back. "Just be careful."

"Listen to Auntie Rarity, kiddo!" Johnny called, then turned to his wife. "Let's fly."

The two went north as Felicia kept leading the way. "Come on, to the south we go."

The ponies along with the heroes of town, with help from The X-Men had continued along, bringing an injured Steve, Scott Lang, Hawkeye and all the other Marvel Heroes while the other worlds stayed behind.

When it was all said and done, the heroes from the other worlds lost, and were forced to retreat, if they were lucky enough to survive. Strange and Miguel were quick to open a few portals to aid in the escape, alive but feeling terrible.

Even Venom and Doc Ock had to make their own escape. Eddie's mask came off as shame filled his body.

"This isn't what I wanted..." Eddie grabbed his head in frustration. "What the hell was I thinking!?"

"I know this is hard, but we must not stop!" Octavius said. "Let's go, Brock!"

"Osborn...Wesker...I'll get you for this," Eddie's mask formed again as Venom spoke. "We will enact justice!"

A triumphant Tirek stood tall, satisfied with what he had done. "Seems like this round is ours."

"The war is not quite over," Dormammu reminded. "Our foes will return."

"And they will fall just as easily," Wesker said. "Now, let us finish our claim of this world."

"We're getting our own cities, right?" Electro asked.

"Of course, and it's only the start," Tirek said. "Go my faithful allies, and continue bringing this world to ruin!"

"Awesome, ready boys?" Adagio asked.

"Hell yeah!" Electro said.

"Quite so," Mysterio said.

"I look forward to it," Martin Li said.

"What about you girls?" Adagio asked.

Aria looked away in shame, "Yeah, sure..."

Cozy Glow was also ashamed, she still missed Sonata but tried to shake it off, "So, can I be Princess Cozy Glow now?"

"Yes dear, you are Princess Cozy Glow," Martin Li said.

"Sweet! Now as Princess...I want ice cream!" Cozy Glow said.

"...I could go for some," Electro said. "Come on, let's find a city we haven't destroyed yet."

"Assuming there is one," Aria commented.

"Onward!" Cozy Glow said as everyone ran along, eager to continue their plans.

In the distance, Gwen had led the Capcom Warriors away, along with Cloud as shame filled their minds. They lost, and there was no way of denying that. That humiliation will stick with them, but motivate them to get stronger.

"Sunset..." Ryu lamented. "I'm sorry...I couldn't...I wasn't..."

"Wasn't what?" Came a voice. Everyone turned to see Sunset Shimmer, back in her Pony form. "What's up?"

"Sunset!?" Ryu shouted in disbelief.

"You're alive," Cloud said, the merc flashing a rare smile.

"But...how?" Gwen asked. "The blast, you were...I thought..."

"Long story, but I'm alive, and so are the others," Sunset confirmed.

"Peter?" Gwen asked with hope in her voice.

"He's really injured but he's alive too," Sunset explained. "Twilight and the others are coming up with a plan to defeat the villains. We'll need your help."

"Hell yeah, you can count on us," Dante said.

"I'm so glad they're all okay," Gwen said. "Where are they?"

"On Earth," Sunset said. "I'll take you there later, for now let's find the others."

"They retreated," Dante said.

"We should too," Sunset opened another portal. "Come on, let's go to your Earth, guys."

"You mean Capcom?" Dante asked, earning a nod. "Alright, let's make plans there."

"I hope everyone's safe, especially Jill," Chris said.

"They'll be fine, they're tough bastards after all," Dante said, then turned to Sunset. "Lead the way."

Back on Earth, as the day came to an end, everyone was finally settled in, the best they could be after all. The rooms were assigned, with everyone having a roommate.

Thunderlane and Lightning Dust claimed a room for themselves, the two awaiting the moment they turned human.

Shocker called a room, and Sonata would be his roommate. His logic is that the former villains stay together. Sonata was of course fine with that.

Trixie, Starlight and Autumn Blaze all called one room together, with Rogue and Apple Bloom calling another. Celestia was the only one in her own room in the house right now since Sunset wasn't anywhere to be seen as she struggled to get used to this, and worried about Steve.

Twilight was in her room, having dressed Peter in more comfortable clothing. Thanks to her efforts, he was cleaned up, with all the battle damage from the fight minimized, and fortunately there were no more signs of bleeding.

He laid in bed, comfortable as he can be. Twilight noticed that his facial expression was still tense. Peter was still ready for a fight, even while like this. Twilight wasn't sure when he would wake up, but she hoped he would at all.

"Peter," She gently stroked his face. "You fought so hard, you can relax now. Please, just rest, and get better. That's all I want from you."

Twilight leaned in to place a kiss on his cheek. Twilight noticed his facial expression loosening a bit. It relieved her a bit, but she needed more time to adjust.

"I hope everyone back home is alright," Twilight said.

Things looked grim for the moment, with the villains having claimed victory. However, the fight was not over, and no one was ready to quit. Victory was a must for the heroes.